0001539497-25-001944 Sample Contracts
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • July 22nd, 2025 • Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of July 18, 2025, between Bank of America, National Association, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and Banc of America Merrill Lynch Commercial Mortgage Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
BANC OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC., as Depositor Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer ARGENTIC SERVICES COMPANY LP, as Special Servicer COMPUTERSHARE TRUST COMPANY, NATIONAL...Pooling and Servicing Agreement • July 22nd, 2025 • Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35 • Asset-backed securities • New York
AGREEMENT BETWEEN NOTE HOLDERS Dated as of March 10, 2025 by and between MORGAN STANLEY BANK, N.A. (Initial Note A-1 Holder and Initial Note A-2 Holder), and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (Initial Agent) Ansonia Commercial CondominiumAgreement Between Note Holders • July 22nd, 2025 • Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35 • Asset-backed securities • New York
CO-LENDER AGREEMENT Dated as of October 2, 2024 by and between ARGENTIC REAL ESTATE FINANCE 2 LLC (Initial Note A-1 Holder and Initial Note A-2 Holder) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-3 Holder) THE GREENECo-Lender Agreement • July 22nd, 2025 • Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of October 2, 2024, by and between ARGENTIC REAL ESTATE FINANCE 2 LLC, a Delaware limited liability company (“Argentic” and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), and ARGENTIC REAL ESTATE FINANCE 2 LLC, a Delaware limited liability company (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo Bank” and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-3, the “Initial Note A-3 Holder” and, together with the Initial Note A-1 Holder and the Initial Note A-2 Holder, the “Initial Note Holders”).
as Depositor, KEYBANK NATIONAL ASSOCIATION, as Servicer and Special Servicer, and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Certificate Administrator and as Trustee TRUST AND SERVICING AGREEMENT Dated as of June 6, 2025 BX Trust 2025-LIFE...Trust and Servicing Agreement • July 22nd, 2025 • Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35 • Asset-backed securities • New York
CO-LENDER AGREEMENT Dated as of June 6, 2025 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Initial Note A1-S Holder, Initial Note A1-C1 Holder, Initial Note A1-C2 Holder, Initial Note B-1 Holder, Initial Note C-1 Holder, Initial Note D-1...Co-Lender Agreement • July 22nd, 2025 • Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of June 6, 2025, by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPMCB” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A1-S, the “Initial Note A1-S Holder”, and in its capacity as initial owner of Note A1-C1, the “Initial Note A1-C1 Holder”, and in its capacity as initial owner of Note A1-C2, the “Initial Note A1-C2 Holder”, and in its capacity as initial owner of Note B-1, the “Initial Note B-1 Holder”, and in its capacity as initial owner of Note C-1, the “Initial Note C-1 Holder”, and in its capacity as initial owner of Note D-1, the “Initial Note D-1 Holder” and in its capacity as the initial agent, the “Initial Agent”), CITI REAL ESTATE FUNDING INC. (“CREFI,” and together with its successors and assigns in interest, in its capacity as initial owner of Note A2-S, the “Initial Note A2-S Holder”, and in its capacity as initial owner of Note A2-C1, the “Initial Note A2
AGREEMENT BETWEEN NOTEHOLDERS Dated as of July 1, 2025 by and among ARGENTIC REAL ESTATE FINANCE 2 LLC (Initial Note A-1 Holder) and GOLDMAN SACHS BANK USA (Initial Note A-2-A Holder and Initial Note A-2-B Holder) Honolulu FBI OfficeAgreement Between Noteholders • July 22nd, 2025 • Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35 • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of July 1, 2025 by and between ARGENTIC REAL ESTATE FINANCE 2 LLC (together with its successors and assigns in interest, “AREF2” and, in its capacity as initial owner of Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), GOLDMAN SACHS BANK USA (together with its successors and assigns in interest, “GSBI”), a New York state-chartered bank (in its capacity as initial owner of Note A-2-A, the “Initial Note A-2-A Holder”), and GSBI (in its capacity as initial owner of Note A-2-B, the “Initial Note A-2-B Holder” and, together with the Initial Note A-1 Holder and the Initial Note A-2-A Holder, the “Initial Noteholders”).
AGREEMENT AMONG NOTE HOLDERS Dated as of January 24, 2025 by and among BANK OF AMERICA, N.A. (Initial Note A-1 Holder), BANK OF AMERICA, N.A. (Initial Note A-2 Holder), BANK OF AMERICA, N.A. (Initial Note A-3 Holder) and BANK OF AMERICA, N.A. (Initial...Agreement Among Note Holders • July 22nd, 2025 • Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35 • Asset-backed securities • New York
This AGREEMENT AMONG NOTE HOLDERS (“Agreement”), dated as of January 24, 2025 by and among 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”, in its capacity as initial owner of Note A-2 described below, the “Initial Note A-2 Holder”, 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”, and in its capacity as the initial agent, the “Initial Agent”). The Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder and the Initial Note A-4 Holder are referred to together herein as the “Initial Note Holders”.
BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC, as Depositor MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Master Servicer CWCapital Asset Management LLC, as Special Servicer COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as...Pooling and Servicing Agreement • July 22nd, 2025 • Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35 • Asset-backed securities • New York
CO-LENDER AGREEMENT Dated as of May 20, 2025 by and among GERMAN AMERICAN CAPITAL CORPORATION (Initial Note A-1-1 Holder, Initial Note A-1-2 Holder, Initial Note A-1-3 Holder, Initial Note A- 1-4 Holder, Initial Note A-1-5 Holder, Initial Note A-1-6...Co-Lender Agreement • July 22nd, 2025 • Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated and effective as of May 20, 2025, by and among GERMAN AMERICAN CAPITAL CORPORATION (“GACC” and together with its successors and assigns in interest, in its capacity as owner of Note A-1-1, the “Initial Note A-1-1 Holder”, in its capacity as owner of Note A-1-2, the “Initial Note A-1-2 Holder”, in its capacity as owner of Note A-1-3, the “Initial Note A-1-3 Holder”, in its capacity as owner of Note A-1-4, the “Initial Note A-1-4 Holder”, in its capacity as owner of Note A-1-5, the “Initial Note A-1-5 Holder”, in its capacity as owner of Note A-1-6, the “Initial Note A-1-6 Holder”, in its capacity as owner of Note A-1-7, the “Initial Note A-1-7 Holder”, in its capacity as owner of Note A-1-8, the “Initial Note A-1-8 Holder”) and in its capacity as the initial agent, the “Initial Agent”), GOLDMAN SACHS BANK USA (“GSBI” and together with its successors and assigns in interest, in its capacity as owner of Note A-2-1, the “Initial Note A-2-1
AGREEMENT BETWEEN NOTE HOLDERS Dated as of March 10, 2025 by and between BANK OF AMERICA, NATIONAL ASSOCIATION (Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder and Initial Note A-5 Holder), MORGAN...Agreement Between Note Holders • July 22nd, 2025 • Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of March 10, 2025, by and between BANK OF AMERICA, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 (as defined below), the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), BANK OF AMERICA, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 (as defined below), the “Initial Note A-2 Holder”), BANK OF AMERICA, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of Note A-3 (as defined below), the “Initial Note A-3 Holder”), BANK OF AMERICA, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of Note A-4 (as defined below), the “Initial Note A-4 Holder”), BANK OF AMERICA, NATIONAL ASSOCIATION (together with its successors and assigns in
MORGAN STANLEY BANK OF AMERICA MERRILL LYNCH TRUST 2025-C35 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2025-C35 UNDERWRITING AGREEMENT As of July 18, 2025Underwriting Agreement • July 22nd, 2025 • Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35 • Asset-backed securities • New York
Banc of America Merrill Lynch Commercial Mortgage Inc., a Delaware corporation (the “Depositor”), intends to issue its Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35, Commercial Mortgage Pass-Through Certificates, Series 2025-C35 (the “Certificates”), in multiple classes (each, a “Class”) as designated in the Prospectus (as defined below). Pursuant to this underwriting agreement (the “Agreement”), the Depositor further proposes to sell to BofA Securities, Inc. (“BofA Securities”), Morgan Stanley & Co. LLC (“MS&Co.”), Citigroup Global Markets Inc. (“CGMI”), Academy Securities, Inc. (“Academy”) and Drexel Hamilton, LLC (“Drexel” and, collectively with BofA Securities, MS&Co., CGMI and Academy, the “Underwriters”) the Certificates set forth in Schedule I hereto (the “Registered Certificates”) in the respective original principal amounts and notional amounts set forth in Schedule I. The Certificates represent in the aggregate the entire beneficial ownership interest in a trust