0001539497-15-002057 Sample Contracts

AGREEMENT BETWEEN NOTE HOLDERS Dated as of October 28, 2015 by and between BANK OF AMERICA, N.A. (Initial Note A-1 Holder) and BANK OF AMERICA, N.A. (Initial Note A-2 Holder) University West Apartments Loan
Agreement Between Note Holders • November 24th, 2015 • Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27 • Asset-backed securities • New York

This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of October 28, 2015 by and between BANK OF AMERICA, N.A. (“BANA” and 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”) and BANA (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”; the Initial Note A-1 Holder and the Initial Note A-2 Holder are referred to collectively herein as the “Initial Note Holders”).

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MORTGAGE LOAN PURCHASE AGREEMENT between CIBC Inc. as Seller and MORGAN STANLEY CAPITAL I INC. as Purchaser Dated November 19, 2015
Mortgage Loan Purchase Agreement • November 24th, 2015 • Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27 • Asset-backed securities • New York

Mortgage Loan Purchase Agreement (this “Agreement”), dated November 19, 2015, between CIBC Inc. (“Seller”) and Morgan Stanley Capital I Inc. (“Purchaser”).

MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2015-C27 UNDERWRITING AGREEMENT As of November 19, 2015
Underwriting Agreement • November 24th, 2015 • Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27 • Asset-backed securities • New York
INTERCREDITOR AGREEMENT Dated as of November 24, 2015 by and between MORGAN STANLEY bank, N.A. (Note A Holder) and MORGAN STANLEY bank, N.A. (Note B Holder) Hammond Square
Intercreditor Agreement • November 24th, 2015 • Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27 • Asset-backed securities • New York

This INTERCREDITOR AGREEMENT (this “Agreement”), dated as of November 24, 2015, by and between MORGAN STANLEY BANK, N.A. (“Morgan Stanley Bank”), as holder of Note A (in such capacity, together with its successors and assigns, the “Note A Holder”), and Morgan Stanley Bank, as holder of Note B (in such capacity, together with its successors and assigns, the “Note B Holder”).

AGREEMENT BETWEEN NOTE HOLDERS Dated as of September 1, 2015 by and between MORGAN STANLEY BANK, N.A. (Initial Note 1 Holder) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note 2 Holder) U-Haul Portfolio
Agreement Between Note Holders • November 24th, 2015 • Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27 • Asset-backed securities • New York

This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of September 1, 2015 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-1A, Note A-2A and Note A-3A, the “Initial Note 1 Holder” and, in its capacity as the initial agent, the “Initial Agent”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1B, Note A-2B and Note A-3B, the “Initial Note 2 Holder” and, together with the Initial Note 1 Holder, the “Initial Note Holders”).

MORTGAGE LOAN PURCHASE AGREEMENT between MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC as Seller and MORGAN STANLEY CAPITAL I INC. as Purchaser Dated November 19, 2015
Mortgage Loan Purchase Agreement • November 24th, 2015 • Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27 • 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”) together with, in the case of the Hammond Square Mortgage Loan, the Hammond Square B Note, in each case described herein, and as 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”). Purchaser will convey the Mortgage Loans and the Hammond Square B Note to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of November 1, 2015, between Purchaser, as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, CW

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