AGREEMENT BETWEEN NOTE HOLDERS Dated as of December 7, 2016 by and between MORGAN STANLEY BANK, N.A. (Initial Note A-1-1 Holder, Initial Note A-1-2 Holder and Initial Note A-2 Holder) and UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE...Agreement Between Note Holders • December 21st, 2016 • Morgan Stanley Bank of America Merrill Lynch Trust 2016-C32 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of December 7, 2016 by and between MORGAN STANLEY BANK, N.A. (“MSBNA” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-1 described below, the “Initial Note A-1-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”, in its capacity as initial owner of Note A-1-2 described below, the “Initial Note A-1-2 Holder” and in its capacity as initial owner of Note A-2 described below, the “Initial Note A-2 Holder”) and UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG, New York Branch” and, together with its successors and assigns in interest, and in its capacity as initial owner of Note A-3 described below, the “Initial Note A-3 Holder”, in its capacity as initial owner of Note A-4 described below, the “Initial Note A-4 Holder”, in its capacity as initial owner of Note A-5 described below, the “Initial Note A
MORTGAGE LOAN PURCHASE AGREEMENT between KEYBANK NATIONAL ASSOCIATION as Seller and BANC OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC. as Purchaser Dated December 6, 2016Mortgage Loan Purchase Agreement • December 21st, 2016 • Morgan Stanley Bank of America Merrill Lynch Trust 2016-C32 • 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 December 1, 2016, between Purchaser, as depositor (the “Depositor”), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, 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,
MORGAN STANLEY BANK OF AMERICA MERRILL LYNCH TRUST 2016-C32, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2016-C32Underwriting Agreement • December 21st, 2016 • Morgan Stanley Bank of America Merrill Lynch Trust 2016-C32 • Asset-backed securities • New York
WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer and KEYBANK NATIONAL ASSOCIATION, Primary Servicer PRIMARY SERVICING AGREEMENT Dated as of December 1, 2016 Morgan Stanley Bank of America Merrill Lynch Trust 2016-C32, Commercial Mortgage...Primary Servicing Agreement • December 21st, 2016 • Morgan Stanley Bank of America Merrill Lynch Trust 2016-C32 • Asset-backed securities • New York
This is a Primary Servicing Agreement (the “Agreement”), dated as of December 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 c/o Commercial Mortgage Servicing, MAC D1050-084, Three Wells Fargo, 401 South Tryon Street, 8th Floor, Charlotte, North Carolina 28202, and its successors and assigns (the “Master Servicer”).
CO-LENDER AGREEMENT Dated as of November 28, 2016 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION DEUTSCHE BANK, AG, NEW YORK BRANCH GOLDMAN SACHS MORTGAGE COMPANY BARCLAYS BANK PLC MORGAN STANLEY BANK, N.A. and CANTOR COMMERCIAL REAL ESTATE...Co-Lender Agreement • December 21st, 2016 • Morgan Stanley Bank of America Merrill Lynch Trust 2016-C32 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of November 28, 2016, by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-1, Note A-2-A-1, Note A-2-A-2, Note A-2-A-3, Note A-2-A-4 and Note B-1, the “Initial Note 1 Holder”, and in its capacity as the initial agent, the “Initial Agent”) and DEUTSCHE BANK, AG, NEW YORK BRANCH (“DBNY” and together with its successors and assigns, in its capacity as initial owner of Note A-1-B, Note A-2-B-1, Note A-2-B-2 and Note B-2, the “Initial Note 2 Holder”), GOLDMAN SACHS MORTGAGE COMPANY (“GS” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-C and Note B-3, the “Initial Note 3 Holder”), BARCLAYS BANK PLC (“Barclays” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-E, Note A-2-E-1, Note A-2-E-2 and Note B-5, the “Initial Note
MORTGAGE LOAN PURCHASE AGREEMENT between STARWOOD MORTGAGE FUNDING III LLC as SellerMortgage Loan Purchase Agreement • December 21st, 2016 • Morgan Stanley Bank of America Merrill Lynch Trust 2016-C32 • 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 December 1, 2016, between Purchaser, as depositor (the “Depositor”), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, 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,
