AGREEMENT BETWEEN NOTE HOLDERS Dated as of October 15, 2015 by and betweenAgreement Between Note Holders • November 24th, 2015 • Morgan Stanley Bank of America Merrill Lynch Trust 2015-C25 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of October 15, 2015 by and between MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (“MSMCH” 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 the initial agent, the “Initial Agent,” and in its capacity as the initial holder of the Herald Center REMIC I Regular Interest, the “Herald Center REMIC I Regular Interest Holder”), MSMCH (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”) and MSMCH (together with its successors and assigns in interest, in its capacity as initial owner of Note A-3 described below, the “Initial Note A-3 Holder”; the Initial Note A-1 Holder, the Initial Note A-2 Holder and the Initial Note A-3 Holder are referred to collectively herein as the “Initial Note Holders”).
MORTGAGE LOAN PURCHASE AGREEMENT between BANK OF AMERICA, NATIONAL ASSOCIATION as Seller and BANC OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC. as Purchaser Dated October 7, 2015Mortgage Loan Purchase Agreement • October 16th, 2015 • Morgan Stanley Bank of America Merrill Lynch Trust 2015-C25 • 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”). 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 October 1, 2015, 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”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate regis
BANC OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS‑THROUGH CERTIFICATES, SERIES 2015-C25 UNDERWRITING AGREEMENT As of October 7, 2015Underwriting Agreement • October 16th, 2015 • Morgan Stanley Bank of America Merrill Lynch Trust 2015-C25 • Asset-backed securities • New York
Banc of America Merrill Lynch Commercial Mortgage Inc., a Delaware corporation (the “Depositor”), proposes to cause the issuance of, and to sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, 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 E, Class F, Class G, Class V and Class R Certificates (the “Private Certificates” and, collectively with the Offered Certificates, the “Certificates”), will represent the entire beneficial ownership interest in a trust designated as Morgan Stanley Bank of America Merrill Lynch Trust 2015-C25 (the “Trust”). The ass
MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLCMortgage Loan Purchase Agreement • October 16th, 2015 • Morgan Stanley Bank of America Merrill Lynch Trust 2015-C25 • 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”). 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 October 1, 2015, 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”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate regis
MORTGAGE LOAN PURCHASE AGREEMENT between MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC as Seller and BANC OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC. as Purchaser Dated October 7, 2015Mortgage Loan Purchase Agreement • November 24th, 2015 • Morgan Stanley Bank of America Merrill Lynch Trust 2015-C25 • 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”). 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 October 1, 2015, 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”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate regis
