0001539497-15-000076 Sample Contracts

MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2015-C20
Underwriting Agreement • January 29th, 2015 • Morgan Stanley Bank of America Merrill Lynch Trust 2015-C20 • Asset-backed securities • New York

Morgan Stanley Capital I Inc., a Delaware corporation (the “Depositor”), proposes to cause the issuance of, and to sell to Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, CIBC World Markets Corp. and Drexel Hamilton, LLC (each an “Underwriter”, and together, the “Underwriters”), the Commercial Mortgage Pass-Through Certificates of the series and classes, and in the respective initial principal or notional amounts, set forth in Schedule I hereto (the “Offered Certificates”) pursuant to this Underwriting Agreement, dated as of the date first written above (this “Agreement”). The Offered Certificates, together with the Class X-B, Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V and Class R Certificates (the “Private Certificates” and, collectively with the Offered Certificates, the “Certificates”), evidence the entire beneficial ownership interest in a trust fund consisting of mortgage loans secured by multifamily, manuf

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MORTGAGE LOAN PURCHASE AGREEMENT between CIBC INC. as Seller and MORGAN STANLEY CAPITAL I INC. as Purchaser Dated January 23, 2015
Mortgage Loan Purchase Agreement • January 29th, 2015 • Morgan Stanley Bank of America Merrill Lynch Trust 2015-C20 • 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”) and secured by the related note 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 “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”), CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administ

MORTGAGE LOAN PURCHASE AGREEMENT between MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC as Seller and MORGAN STANLEY CAPITAL I INC. as Purchaser Dated January 23, 2015
Mortgage Loan Purchase Agreement • January 29th, 2015 • Morgan Stanley Bank of America Merrill Lynch Trust 2015-C20 • 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”) and secured by the related note 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 “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”), CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administ

MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • January 29th, 2015 • Morgan Stanley Bank of America Merrill Lynch Trust 2015-C20 • 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”) and secured by the related note 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 “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”), CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administ

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