0001539497-13-000744 Sample Contracts

MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • August 12th, 2013 • Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 • 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”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of August 1, 2013 between Purchaser, as depositor, Wells Fargo Bank, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Deutsche Bank Trust Company Americas, as trustee (in such capacity, the “Trustee”), Wells Fargo Bank, National Association, as custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mort

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MORGAN STANLEY BANK OF AMERICA MERRILL LYNCH TRUST 2013-C11, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2013-C11 UNDERWRITING AGREEMENT as of August 1, 2013
Underwriting Agreement • August 12th, 2013 • Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 • Asset-backed securities • New York

Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 CIBC World Markets Corp. 425 Lexington Avenue New York, New York 10017

BANC OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC.,
Pooling and Servicing Agreement • August 12th, 2013 • Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 • Asset-backed securities • New York

THIS POOLING AND SERVICING AGREEMENT is dated as of August 1, 2013 (this “Agreement”) between BANC OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC., a Delaware corporation, 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 (in such capacity, the “Special Servicer”), SITUS HOLDINGS, LLC, as trust advisor (the “Trust Advisor”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as trustee (the “Trustee”), WELLS FARGO BANK, NATIONAL ASSOCIATION, certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as custodian (the “Custodian”).

MORTGAGE LOAN PURCHASE AGREEMENT
Pooling and Servicing Agreement • August 12th, 2013 • Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 • 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”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of August 1, 2013 between Purchaser, as depositor, Wells Fargo Bank, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Deutsche Bank Trust Company Americas, as trustee (in such capacity, the “Trustee”), Wells Fargo Bank, National Association, as custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mort

MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • August 12th, 2013 • Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 • 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”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of August 1, 2013 between Purchaser, as depositor, Wells Fargo Bank, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Deutsche Bank Trust Company Americas, as trustee (in such capacity, the “Trustee”), Wells Fargo Bank, National Association, as custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mort

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