AGREEMENT BETWEEN NOTE HOLDERS Dated as of September 3, 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) 261 Fifth Avenue LoanAgreement Between Note Holders • September 25th, 2015 • Bank of America Merrill Lynch Commercial Mortgage Trust 2015-Ubs7 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of September 3, 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”).
CO-LENDER AGREEMENT Dated as of August 18, 2015 by and between UBS REAL ESTATE SECURITIES INC. (Initial Note A-1 Holder) and UBS REAL ESTATE SECURITIES INC. (Initial Note A-2 Holder) The Mall of New HampshireCo-Lender Agreement • September 25th, 2015 • Bank of America Merrill Lynch Commercial Mortgage Trust 2015-Ubs7 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of August 18, 2015 by and between UBS REAL ESTATE SECURITIES INC. (“UBSRES” 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 UBS REAL ESTATE SECURITIES INC. (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, together with the Initial Note A-1 Holder, 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 September 14, 2015Mortgage Loan Purchase Agreement • September 25th, 2015 • Bank of America Merrill Lynch Commercial Mortgage Trust 2015-Ubs7 • 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 September 1, 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master 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 registrar and authenticating agent, LNR Partners, LLC, as special servicer (the “Special
BANK OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE TRUST 2015-UBS7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2015-UBS7Underwriting Agreement • September 25th, 2015 • Bank of America Merrill Lynch Commercial Mortgage Trust 2015-Ubs7 • Asset-backed securities • New York
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., Depositor, Midland Loan Services, a Division of PNC Bank, National Association, Master Servicer, RIALTO CAPITAL ADVISORS, LLC, Special Servicer, PENTALPHA SURVEILLANCE LLC, Operating Advisor, WELLS...Pooling and Servicing Agreement • September 25th, 2015 • Bank of America Merrill Lynch Commercial Mortgage Trust 2015-Ubs7 • Asset-backed securities • New York
Pooling and Servicing Agreement, dated as of August 1, 2015, among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, and Wells Fargo Bank, National Association, as Trustee.
CO-LENDER AGREEMENT Dated as of August 18, 2015 by and among UBS REAL ESTATE SECURITIES INC. (Initial Note A-1 Holder) and UBS REAL ESTATE SECURITIES INC. (Initial Note A-2 Holder) and UBS REAL ESTATE SECURITIES INC. (Initial Note A-3 Holder) WPC...Co-Lender Agreement • September 25th, 2015 • Bank of America Merrill Lynch Commercial Mortgage Trust 2015-Ubs7 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of August 18, 2015 by and among UBS REAL ESTATE SECURITIES INC. (“UBSRES” 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”), UBS REAL ESTATE SECURITIES INC. (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 UBS REAL ESTATE SECURITIES INC. (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”).
MORTGAGE LOAN PURCHASE AGREEMENT between UBS REAL ESTATE SECURITIES INC. as Seller and BANC OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC. as Purchaser Dated September 14, 2015Mortgage Loan Purchase Agreement • September 25th, 2015 • Bank of America Merrill Lynch Commercial Mortgage Trust 2015-Ubs7 • 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 September 1, 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master 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 registrar and authenticating agent, LNR Partners, LLC, as special servicer (the “Special
AGREEMENT BETWEEN NOTEHOLDERS Dated as of September 24, 2015 by and between UBS REAL ESTATE SECURITIES INC. (Senior Noteholder) and UBS REAL ESTATE SECURITIES INC. (Junior Noteholder) 200 Helen StreetAgreement Between Noteholders • September 25th, 2015 • Bank of America Merrill Lynch Commercial Mortgage Trust 2015-Ubs7 • Asset-backed securities • New York
AMENDED AND RESTATED AGREEMENT BETWEEN NOTEHOLDERS Dated as of September 15, 2015 by and between WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee, for the benefit of the Holders of CSAIL 2015 C-3 Mortgage...Agreement Between Noteholders • September 25th, 2015 • Bank of America Merrill Lynch Commercial Mortgage Trust 2015-Ubs7 • Asset-backed securities • New York
