0001539497-16-002884 Sample Contracts

AGREEMENT BETWEEN NOTE HOLDERS Dated as of November 5, 2015 by and between BANK OF AMERICA, N.A., (Initial Note A-1 Holder), UBS REAL ESTATE SECURITIES INC., (Initial Note A-2 Holder) and UBS REAL ESTATE SECURITIES INC. (Initial Note A-3 Holder) Gulfport
Agreement Between Note Holders • May 5th, 2016 • Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29 • Asset-backed securities • New York

This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of November 5, 2015 by and between BANK OF AMERICA, N.A, (“BANA” together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, the “Initial Note A-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”), UBS REAL ESTATE SECURITIES INC. (“UBSRES” together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 described below, the “Initial Note A-2 Holder”) and UBSRES (together with its successors and assigns in interest, in its capacity as initial owner of Note A-3 described below, the “Initial Note A-3 Holder”; the Initial Note A-1 Holder, the Initial Note A-2 Holder and the Initial Note A-3 Holder are referred to collectively herein as the “Initial Note Holders”).

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MORTGAGE LOAN PURCHASE AGREEMENT between MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC as Seller and Morgan Stanley Capital I Inc. as Purchaser Dated April 22, 2016
Mortgage Loan Purchase Agreement • May 5th, 2016 • Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29 • Asset-backed securities • New York

Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”), as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Issuing Entity”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of May 1, 2016, between Purchaser, as depositor (the “Depositor”), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Wilm

MORGAN STANLEY BANK OF AMERICA MERRILL LYNCH TRUST 2016-C29, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2016-C29
Underwriting Agreement • May 5th, 2016 • Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29 • Asset-backed securities • New York
WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer and KEYBANK NATIONAL ASSOCIATION, Primary Servicer PRIMARY SERVICING AGREEMENT Dated as of May 1, 2016 Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage...
Primary Servicing Agreement • May 5th, 2016 • Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29 • Asset-backed securities • New York

This is a Primary Servicing Agreement (the “Agreement”), dated as of May 1, 2016, by and between KEYBANK NATIONAL ASSOCIATION, having an office at 11501 Outlook Street, Suite 300, Overland Park, Kansas 66211, and its successors and assigns (the “Primary Servicer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, having an office at MAC D1086, 550 South Tryon Street, 14th Floor, Charlotte, North Carolina 28202, and its successors and assigns (the “Master Servicer”).

AGREEMENT BETWEEN NOTE HOLDERS Dated as of February 11, 2016 by and between MORGAN STANLEY BANK, N.A. (Initial Note A-1A Holder) and MORGAN STANLEY BANK, N.A. (Initial Note A-1B Holder) and MORGAN STANLEY BANK, N.A. (Initial Note A-1C Holder) and...
Agreement Between Note Holders • May 5th, 2016 • Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29 • Asset-backed securities • New York

This AGREEMENT BETWEEN NOTE HOLDERS, dated as of February 11, 2016 by and between MORGAN STANLEY BANK, N.A. (“MSBNA”), as initial owner of Note A-1A (the “Initial Note A-1A Holder” and, in its capacity as the initial agent, the “Initial Agent”), MSBNA, as initial owner of Note A-1B (the “Initial Note A-1B Holder”), MSBNA, as initial owner of Note A-1C (the “Initial Note A-1C Holder”) and MSBNA, as initial owner of Note A-2 (the “Initial Note A-2 Holder” and, together with the Initial Note A-1A Holder, the Initial Note A-1B Holder and the Initial Note A-1C Holder, the “Initial Note Holders”).

MORTGAGE LOAN PURCHASE AGREEMENT between STARWOOD MORTGAGE FUNDING III LLC as Seller
Mortgage Loan Purchase Agreement • May 5th, 2016 • Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29 • Asset-backed securities • New York

Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”), as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Issuing Entity”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of May 1, 2016, between Purchaser, as depositor (the “Depositor”), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Wilm

MORTGAGE LOAN PURCHASE AGREEMENT between BANK OF AMERICA, NATIONAL ASSOCIATION as Seller and Morgan Stanley Capital I Inc. as Purchaser Dated April 22, 2016
Mortgage Loan Purchase Agreement • May 5th, 2016 • Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29 • Asset-backed securities • New York

Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”), as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Issuing Entity”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of May 1, 2016, between Purchaser, as depositor (the “Depositor”), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Wilm

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