0001539497-25-002474 Sample Contracts
BMO COMMERCIAL MORTGAGE SECURITIES LLC PURCHASER and NATIXIS REAL ESTATE CAPITAL, LLC SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of October 1, 2025 BMO 2025-5C12 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2025-5C12Mortgage Loan Purchase Agreement • September 23rd, 2025 • BMO 2025-5c12 Mortgage Trust • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (“Agreement”), dated as of October 1, 2025, is between BMO Commercial Mortgage Securities LLC, a Delaware limited liability company, as purchaser (the “Purchaser”), and Natixis Real Estate Capital LLC, a Delaware limited liability company, as seller (the “Seller”).
CO-LENDER AGREEMENT Dated as of April 29, 2025 by and between ARGENTIC REAL ESTATE FINANCE 2 LLC (Initial Note A-1 Holder) and KEYBANK NATIONAL ASSOCIATION (Initial Note A-2 Holder) PARKWYN ApartmentsCo-Lender Agreement • September 23rd, 2025 • BMO 2025-5c12 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of April 29, 2025, 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 KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank” and 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”).
AGREEMENT BETWEEN NOTEHOLDERS Dated as of June 26, 2025 by and among CITI REAL ESTATE FUNDING INC. (Initial Note A-1 Holder and Initial Note A-7 Holder) BANK OF AMERICA, N.A. (Initial Note A-2 Holder and Initial Note A-8 Holder) MORGAN STANLEY...Agreement Between Noteholders • September 23rd, 2025 • BMO 2025-5c12 Mortgage Trust • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of June 26, 2025, by and between CITI REAL ESTATE FUNDING INC., a New York corporation (together with its successors in interest and assigns, “CREFI”), in its capacity as the initial agent (the “Initial Agent”), as Initial Note A-1 Holder and Initial Note A-7 Holder (each as defined below), BANK OF AMERICA, N.A., a national banking association (together with its successors in interest and assigns, “BANA”), as Initial Note A-2 Holder and Initial Note A-8 Holder (each as defined below), MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company (together with its successors in interest and assigns, “MSMCH”), as Initial Note A-3 Holder and Initial Note A-9 Holder (each as defined below), BANK OF MONTREAL, a Canadian chartered bank (together with its successors in interest and assigns, “BMO”), as Initial Note A-4 Holder and Initial Note A-10 Holder (each as defined below), ROYAL BANK OF CANADA, a Canadian chartered bank (
BMO COMMERCIAL MORTGAGE SECURITIES LLC, Depositor, Midland Loan Services, a Division of PNC Bank, National Association, Master Servicer, Argentic Services Company LP, Special Servicer, Park Bridge Lender Services LLC, Operating Advisor and Asset...Pooling and Servicing Agreement • September 23rd, 2025 • BMO 2025-5c12 Mortgage Trust • Asset-backed securities • New York
CO-LENDER AGREEMENT Dated as of July 29, 2025 by and between GERMAN AMERICAN CAPITAL CORPORATION (an Initial Note A Holder), and GERMAN AMERICAN CAPITAL CORPORATION (Initial Note B Holder), Commercial Mortgage Loan in the Principal Amount of...Co-Lender Agreement • September 23rd, 2025 • BMO 2025-5c12 Mortgage Trust • 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 July 29, 2025, between GERMAN AMERICAN CAPITAL CORPORATION (“GACC”), as an Initial Note A Holder, and GACC, as Initial Note B Holder.
CO-LENDER AGREEMENT Dated as of June 20, 2025 between DBR INVESTMENTS CO. LIMITED (Note A-1 Holder) DBR INVESTMENTS CO. LIMITED (Note A-2 Holder) DBR INVESTMENTS CO. LIMITED (Note A-3 Holder) DBR INVESTMENTS CO. LIMITED (Note A-4 Holder) and DBR...Co-Lender Agreement • September 23rd, 2025 • BMO 2025-5c12 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of June 20, 2025, is between DBR INVESTMENTS CO. LIMITED, an Exempted Company incorporated in the Cayman Islands, having an address at 1 Columbus Circle, 15th Floor, New York, New York 10019 (“DBRI”), as Note A-1 Holder, DBRI, as Note A-2 Holder, DBRI as Note A-3 Holder, DBRI as Note A-4 Holder and DBRI as Note A-5 Holder.
BMO COMMERCIAL MORTGAGE SECURITIES LLC PURCHASER and BANK OF MONTREAL SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of October 1, 2025 BMO 2025-5C12 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2025-5C12Mortgage Loan Purchase Agreement • September 23rd, 2025 • BMO 2025-5c12 Mortgage Trust • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (“Agreement”), dated as of October 1, 2025, is between BMO Commercial Mortgage Securities LLC, a Delaware limited liability company, as purchaser (the “Purchaser”), and Bank of Montreal, a Canadian chartered bank, as seller (the “Seller”).
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., as Depositor, MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Servicer, KeyBank National Association, as Special Servicer, COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as...Trust and Servicing Agreement • September 23rd, 2025 • BMO 2025-5c12 Mortgage Trust • Asset-backed securities • New York
MORGAN STANLEY CAPITAL I INC., as Depositor, TRIMONT LLC, as Servicer, SITUS HOLDINGS, LLC, as Special Servicer, and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, Certificate Administrator and Custodian, TRUST AND SERVICING AGREEMENT...Trust and Servicing Agreement • September 23rd, 2025 • BMO 2025-5c12 Mortgage Trust • Asset-backed securities • New York
AGREEMENT BETWEEN NOTE HOLDERS Dated as of July 15, 2025 by and between UBS AG (Note A-1 Holder) and UBS AG (Note A-2 Holder) Century Business CenterAgreement Between Note Holders • September 23rd, 2025 • BMO 2025-5c12 Mortgage Trust • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of July 15, 2025 by and between UBS AG New York Branch (“UBS AG” and, together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the “Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”) and UBS AG (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the “Note A-2 Holder” and together with the Note A-1 Holder, the “Note Holders”).”
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2025-5C12Underwriting Agreement • September 23rd, 2025 • BMO 2025-5c12 Mortgage Trust • Asset-backed securities
Citigroup Global Markets Inc. 390 Greenwich Street New York, New York 10013 Bancroft Capital, LLC 501 Office Center Drive, Suite 130 Fort Washington, Pennsylvania 19034
AGREEMENT BETWEEN NOTE HOLDERS Dated as of August 14, 2025 by and between MORGAN STANLEY BANK, N.A. (Initial Note A-1-1 Holder, Initial Note A-1-2 Holder, Initial Note B-1 Holder, Initial Note C-1 Holder, Initial Note D-1 Holder and Initial Note E-1...Agreement Between Note Holders • September 23rd, 2025 • BMO 2025-5c12 Mortgage Trust • Asset-backed securities • New York
AGREEMENT BETWEEN NOTEHOLDERS Dated as of September 4, 2025, by and between BANK OF MONTREAL (Initial Note A-1 Holder) and BANK OF MONTREAL (Initial Note A-2 Holder) and BANK OF MONTREAL (Initial Note A-3 Holder)Agreement Between Noteholders • September 23rd, 2025 • BMO 2025-5c12 Mortgage Trust • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of September 4, 2025 by and between BANK OF MONTREAL (together with its successors and assigns in interest, “BMO”), a Canadian chartered bank (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”), BMO, a Canadian chartered bank (in its capacity as initial owner of Note A-2, the “Initial Note A-2 Holder”), and BMO, a Canadian chartered bank (in its capacity as initial owner of 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 Noteholders”).