AGREEMENT BETWEEN NOTE HOLDERS Dated as of May 22, 2017 by and between CIBC INC., (Initial Note A-1 Holder), and CIBC INC., (Initial Note A-2 Holder)Agreement Between Note Holders • August 17th, 2017 • UBS Commercial Mortgage Trust 2017-C2 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of May 22, 2017 by and between CIBC INC., a Delaware corporation (“CIBC”, 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 CIBC (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”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • August 17th, 2017 • UBS Commercial Mortgage Trust 2017-C2 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of July 31, 2017, between CIBC Inc., as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and UBS Commercial Mortgage Securitization Corp., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
Second amended and restated SERVICING AGREEMENTServicing Agreement • November 3rd, 2021 • UBS Commercial Mortgage Trust 2017-C2 • Asset-backed securities • New York
This SECOND AMENDED AND RESTATED SERVICING AGREEMENT, effective as of October 31, 2021 (including the Exhibit and Annexes attached hereto, this “Agreement”), among Wells Fargo Bank, N.A. (“Wells Bank”) and Wells Fargo Delaware Trust Company, N.A. (“Wells Trust Company,” and together with Wells Bank, the “Sellers” and each, a “Seller”), Computershare Trust Company, N.A. (the “Bank Assets Purchaser”) and, upon execution of the Joinder Agreement, the Delaware Trust Assets Purchaser (together with the Bank Assets Purchaser, the “Purchasers” and each, a “Purchaser”), and Computershare Limited (“Guarantor”) (solely for purposes of Section 9.5).
CO-LENDER AGREEMENT Dated as of August 17, 2017 between DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-1 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-2 Holder)Co-Lender Agreement • August 17th, 2017 • UBS Commercial Mortgage Trust 2017-C2 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of August 17, 2017, is between DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), a branch of Deutsche Bank AG, a German Bank, having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as the holder of Note A-1 and Note A-2.
UBS COMMERCIAL MORTGAGE TRUST 2017-C2 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-C2 UNDERWRITING AGREEMENT As of July 31, 2017Underwriting Agreement • August 17th, 2017 • UBS Commercial Mortgage Trust 2017-C2 • Asset-backed securities • New York
forth in Schedule I. The Certificates represent in the aggregate the entire beneficial ownership interest in a trust fund (the “Trust Fund”) primarily consisting of a segregated pool (the “Mortgage Pool”) of 59 fixed-rate mortgage loans (the “Mortgage Loans”) having an approximate aggregate principal balance of $898,681,592 as of the Cut-off Date, secured by first liens on certain fee simple and/or leasehold interests in commercial or multifamily properties (the “Mortgaged Properties”). The Certificates will be issued on or about August 17, 2017 (the “Closing Date”), pursuant to a pooling and servicing agreement (the “Pooling and Servicing Agreement”), dated as of August 1, 2017, among the Depositor, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and as special servicer (in such capacity, the “Special Servicer”), Wells Fargo Bank, National Association, as trustee (in such capacity, the “Tru
AMENDED AND RESTATED AGREEMENT AMONG NOTEHOLDERS Dated as of July 13, 2017 by and among WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF UBS COMMERCIAL MORTGAGE TRUST 2017-C1, COMMERCIAL MORTGAGE...Agreement Among Noteholders • August 17th, 2017 • UBS Commercial Mortgage Trust 2017-C2 • Asset-backed securities • New York
THIS AMENDED AND RESTATED AGREEMENT AMONG NOTEHOLDERS (with the exhibits and schedules hereto and all amendments and modifications hereof and supplements hereto, this “Agreement”), dated as of July 13, 2017 by and among WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF UBS COMMERCIAL MORTGAGE TRUST 2017-C1, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-C1, together with its successors and assigns in interest, in its capacity as the owner of Note A-1 (as defined herein), the “Note A-1 Holder”), UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG, New York Branch,” together with its successors and assigns in interest, in its capacity as the initial owner of Note A-2 (as defined herein), the “Initial Note A-2 Holder”), UBS AG, New York Branch, together with its successors and assigns in interest, in its capacity as the initial owner of Note A-3 (as defined herein), the “Initial Not
CO-LENDER AGREEMENT Dated as of May 30, 2017 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION NATIXIS REAL ESTATE CAPITAL LLC SOCIÉTÉ GÉNÉRALE DEUTSCHE BANK, AG, NEW YORK BRANCH and BARCLAYS BANK PLC 245 Park AvenueCo-Lender Agreement • August 17th, 2017 • UBS Commercial Mortgage Trust 2017-C2 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of May 30, 2017, by and among 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-A, Note A-2-A-1, Note A-2-A-2, Note A-2-A-3, Note A-2-A-4 and Note B-1, the “Initial Note 1 Holder”, and in its capacity as the initial agent, the “Initial Agent”); NATIXIS REAL ESTATE CAPITAL LLC (“NREC” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-B, Note A-2-B-1, Note A-2-B-2, Note A-2-B-3 and Note B-2, the “Initial Note 2 Holder”); DEUTSCHE BANK, AG, NEW YORK BRANCH (“DBNY” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-C, Note A-2-C-1, Note A-2-C-2 and Note B-3, the “Initial Note 3 Holder”); SOCIÉTÉ GÉNÉRALE (“SG” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-D, Note A-2-D-1, Note
CO-LENDER AGREEMENT Dated as of May 12, 2017 by and among BANK OF AMERICA, N.A. (Initial Note 1 Holder) and BARCLAYS BANK PLC (Initial Note 2 Holder) and SOCIÉTÉ GÉNÉRALE (Initial Note 3 Holder) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note...Co-Lender Agreement • August 17th, 2017 • UBS Commercial Mortgage Trust 2017-C2 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of May 12, 2017, 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-1-1, Note A-1-2, Note A-1-3, Note A-1-4, Note B-1-1, Note B-1-2, Note B-1-3, Note B-1-4, Note C-1, Note D-1 and Note E-1, the “Initial Note 1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), BARCLAYS BANK PLC (“Barclays” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-2-1, Note A-2-2, Note A-2-3, Note A-2-4, Note B-2-1, Note B-2-2, Note B-2-3, Note B-2-4, Note C-2, Note D-2 and Note E-2, the “Initial Note 2 Holder”), SOCIÉTÉ GÉNÉRALE (“SocGen” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-3-1, Note A-3-2, Note A-3-3, Note A-3-4, Note B-3-1, Note B-3-2, Note B-3-3, Note B-3-4, Note C-3, Note D-3 and Note E-3, the “Initial Note 3 Holder”) and WELL
CO-LENDER AGREEMENT Dated as of June 29, 2017 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial JPM Note Holder) and BANK OF AMERICA, N.A. (Initial BANA Note Holder) and BARCLAYS BANK PLC (Initial Barclays Note Holder) and DEUTSCHE BANK...Co-Lender Agreement • August 17th, 2017 • UBS Commercial Mortgage Trust 2017-C2 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of June 29, 2017 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM” and together with its successors and assigns in interest, in its capacity as owner of Notes A-1, A-2, A-9 and A-14 and as the initial owner of Notes A-15 and A-16, the “Initial JPM Note Holder”, and in its capacity as the initial agent, the “Initial Agent”), BANK OF AMERICA, N.A. (“BANA” and together with its successors and assigns in interest, in its capacity as owner of Notes A-3 and A-4, the “Initial BANA Note Holder”), BARCLAYS BANK PLC (“Barclays” and together with its successors and assigns in interest, in its capacity as owner of Notes A-5, A-6 and A-17, the “Initial Barclays Note Holder”), DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY” and together with its successors and assigns in interest, in its capacity as owner of Notes A-7, A-8, A-10, A-11, A-12 and A-13, the “Initial DBNY Note Holder” and, together with the Initial JPM Note Holder, the Initial
AGREEMENT BETWEEN NOTE HOLDERS Dated as of June 30, 2017 by and between MORGAN STANLEY BANK, N.A. (Initial Note A-1 Holder and Initial Note B-1 Holder) and DEUTSCHE BANK AG, ACTING THROUGH ITS NEW YORK BRANCH (Initial Note A-2 Holder and Initial Note...Agreement Between Note Holders • August 17th, 2017 • UBS Commercial Mortgage Trust 2017-C2 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS, dated as of June 30, 2017 by and between MORGAN STANLEY BANK, N.A. (“MSBNA”), a national banking association, as initial owner of Note A-1 (in such capacity, the “Initial Note A-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”) and as initial owner of Note B-1 (in such capacity, the “Initial Note B-1 Holder”), DEUTSCHE BANK AG, ACTING THROUGH ITS NEW YORK BRANCH (“DB”), a branch of Deutsche Bank AG, a German Bank, as initial owner of Note A-2 (in such capacity, the “Initial Note A-2 Holder”) and as initial owner of Note B-2 (in such capacity, the “Initial Note B-2 Holder”), CITIGROUP GLOBAL MARKETS REALTY CORP. (“CGMRC”), a New York corporation, as initial owner of Note A-3 (in such capacity, the “Initial Note A-3 Holder”) and as initial owner of Note B-3 (in such capacity, the “Initial Note B-3 Holder”), Wells Fargo Bank, National Association (“WFB”), a national banking association, as initial owner of Note A-4 (in such capa
CO-LENDER AND FUTURE FUNDING INDEMNIFICATION AGREEMENT Dated as of August 17, 2017 between NATIXIS REAL ESTATE CAPITAL LLC (Note A-1 Holder) and NATIXIS REAL ESTATE CAPITAL LLC (Note A-2 Holder) and NATIXIS REAL ESTATE CAPITAL LLC (Note A-3 Holder)...Co-Lender and Future Funding Indemnification Agreement • August 17th, 2017 • UBS Commercial Mortgage Trust 2017-C2 • Asset-backed securities • New York
THIS CO-LENDER AND FUTURE FUNDING INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of August 17, 2017, by and among NATIXIS REAL ESTATE CAPITAL LLC, a Delaware limited liability company (“Natixis”), having an address at 1251 Avenue of the Americas, New York, New York 10020, as the holder of Note A-1, Natixis, as the holder of Note A-2, Natixis as the holder of the Note A-3 and Natixis, as the holder of Note A-4.
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • August 17th, 2017 • UBS Commercial Mortgage Trust 2017-C2 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of July 31, 2017, between German American Capital Corporation, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and UBS Commercial Mortgage Securitization Corp., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
CO-LENDER AGREEMENT by and between CIBC INC. (Senior Noteholder) and TCM CRE CREDIT FUND LP, (Junior Noteholder) Dated as of July 10, 2017 Holiday Inn, St. Augustine, FLCo-Lender Agreement • August 17th, 2017 • UBS Commercial Mortgage Trust 2017-C2 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (“Agreement”), dated as of July 10, 2017 by and between CIBC INC., a Delaware corporation (“CIBC”), having an address at 425 Lexington Avenue, New York, New York 10017, Attn: Real Estate Group (together with its successors and assigns in interest, in its capacity as initial owner of the Senior Note, “Initial Senior Noteholder”), and TCM CRE CREDIT FUND LP, a Delaware limited partnership, having an address at 1044 Northern Boulevard, Suite 100, Roslyn, New York 11576 (together with its successors and assigns in interest, in its capacity as initial owner of the Junior Note, “Initial Junior Noteholder”).
