Morgan Stanley Bank of America Merrill Lynch Trust 2025-5c1 Sample Contracts
AGREEMENT BETWEEN NOTE HOLDERS Dated as of February 20, 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) Prosper South Bend ApartmentsAgreement Between Note Holders • March 13th, 2025 • Morgan Stanley Bank of America Merrill Lynch Trust 2025-5c1 • Asset-backed securities • New York
CO-LENDER AGREEMENT Dated as of February 25, 2025 by and among STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-1 Holder) and STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-2 Holder) Abington & CypressCo-Lender Agreement • March 13th, 2025 • Morgan Stanley Bank of America Merrill Lynch Trust 2025-5c1 • Asset-backed securities • New York
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • March 20th, 2025 • Morgan Stanley Bank of America Merrill Lynch Trust 2025-5c1 • Asset-backed securities
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of March 11, 2025, between Argentic Real Estate Finance 2 LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and Morgan Stanley Capital I Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
Morgan Stanley Bank of America Merrill Lynch Trust 2025-5C1 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2025-5C1 UNDERWRITING AGREEMENT As of March 11, 2025Underwriting Agreement • March 13th, 2025 • Morgan Stanley Bank of America Merrill Lynch Trust 2025-5c1 • Asset-backed securities • New York
Morgan Stanley Capital I Inc., a Delaware corporation (the “Depositor”), intends to issue its Morgan Stanley Bank of America Merrill Lynch Trust 2025-5C1, Commercial Mortgage Pass-Through Certificates, Series 2025-5C1 (the “Certificates”), in thirty-six (36) 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 Morgan Stanley & Co. LLC (“MS&Co.”), BofA Securities, Inc. (“BofA Securities”), Academy Securities, Inc. (“Academy”) and AmeriVet Securities, Inc. (“AmeriVet” and, collectively with MS&Co., BofA Securities and Academy, the “Underwriters” and each, individually, an “Underwriter”) 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 fund (the “Trus
CO-LENDER AGREEMENT Dated as of February 6, 2025 by and between GERMAN AMERICAN CAPITAL CORPORATION (an Initial Note A Holder), CITI REAL ESTATE FUNDING INC. (an Initial Note A Holder), MORGAN STANLEY BANK, N.A. (an Initial Note A Holder), GERMAN...Co-Lender Agreement • March 13th, 2025 • Morgan Stanley Bank of America Merrill Lynch Trust 2025-5c1 • Asset-backed securities • New York
This CO-LENDER AGREEMENT (together with the exhibits and schedules hereto and all amendments hereof and supplements hereto, this “Agreement”) is dated as of February 6, 2025, between GERMAN AMERICAN CAPITAL CORPORATION (“GACC”), as an Initial Note A Holder, CITI REAL ESTATE FUNDING INC. (“CREFI”), as an Initial Note A Holder, MORGAN STANLEY BANK, N.A. (“MSBNA”), as an Initial Note A Holder, GACC, as Initial Note B-1 Holder, CREFI, as Initial Note B-2 Holder, and MSBNA, as Initial Note B-3 Holder.
AGREEMENT AMONG NOTE HOLDERSAgreement Among Note Holders • March 13th, 2025 • Morgan Stanley Bank of America Merrill Lynch Trust 2025-5c1 • Asset-backed securities • New York
This AGREEMENT AMONG NOTE HOLDERS (“Agreement”), dated as of October 29, 2024 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”, in its capacity as initial owner of Note A-5 described below, the “Initial Note A-5 Holder”, in its capacity as initial owner of Note A-6 described below, the “Initial Note A-6 Holder”, in its capacity as initial owner of Note A-7 described below, the “Initial Note A-7 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, the Initial Note A
CO-LENDER AGREEMENT Dated as of January 24, 2025 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Initial Note A-1 Holder, Initial Note A-5 Holder, Initial Note A-9 Holder and Initial Note B-1 Holder BANK OF AMERICA, NATIONAL ASSOCIATION as...Co-Lender Agreement • March 13th, 2025 • Morgan Stanley Bank of America Merrill Lynch Trust 2025-5c1 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of January 24, 2025, by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM,” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1, (“Note A-1”), the “Initial Note A-1 Holder”, and in its capacity as initial owner of Note A-5, (“Note A-5”), the “Initial Note A-5 Holder”, and in its capacity as initial owner of Note A-9, (“Note A-9”), the “Initial Note A-9 Holder” and in its capacity as initial owner of Note B-1, the “Initial Note B-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), BANK OF AMERICA, NATIONAL ASSOCIATION (“BANA,” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 (“Note A-2”), the “Initial Note A-2 Holder”, and in its capacity as initial owner of Note A-6, (“Note A-6”), the “Initial Note A-6 Holder”, and in its capacity as initial owner of Note A-10, (“Note A-10”), the “Initial Note A-1
CERTIFICATIONPooling and Servicing Agreement • March 26th, 2026 • Morgan Stanley Bank of America Merrill Lynch Trust 2025-5c1 • Asset-backed securities
Re: Morgan Stanley Bank of America Merrill Lynch Trust 2025-5C1, Commercial Mortgage Pass-Through Certificates, Series 2025-5C1 (the “Transaction”), issued pursuant to the Pooling and Servicing Agreement dated as of March 1, 2025 (the “Pooling and Servicing Agreement”), executed in connection with the Transaction (capitalized terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement).