AGREEMENT BETWEEN NOTE HOLDERS Dated as of November 16, 2017 by and between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, (Initial Note A-1-1 Holder), UBS AG, by and through its branch office at 1285...Agreement Between Note Holders • November 16th, 2017 • UBS Commercial Mortgage Trust 2017-C5 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of November 16, 2017 by and between 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, as initial owner of Note A-1-1 described below, in its capacity as the “Initial Note A-1-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”)), UBS AG, New York Branch (together with its successors and assigns in interest, as initial owner of Note A-1-2 described below, in its capacity as the “Initial Note A-1-2 Holder”), UBS AG, New York Branch (together with its successors and assigns in interest, as initial owner of Note A-2 described below, in its capacity as the “Initial Note A-2 Holder”) and UBS AG, New York Branch (together with its successors and assigns in interest, as initial owner of Note A-3 described below, in its capacity as the “Initial Note A-3 Holder”); the Initial Note A-1-1 Ho
CO-LENDER AGREEMENT Dated as of November 16, 2017 by and among GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-1(A-CP) Holder, Initial Note A-1(A-NCP) Holder and Initial Note A-1(B-CP) Holder) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note...Co-Lender Agreement • November 16th, 2017 • UBS Commercial Mortgage Trust 2017-C5 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of November 16, 2017 by and among GOLDMAN SACHS MORTGAGE COMPANY (“GSMC” and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1(A-CP), the “Initial Note A-1(A-CP) Holder”, and in its capacity as the initial agent, the “Initial Agent”), GSMC (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1(A-NCP), the “Initial Note A-1(A-NCP) Holder”), GSMC (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1(B-CP), the “Initial Note A-1(B-CP) Holder”), WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB” 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”), UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK (“UBS AG, New York Branch” and together with its successors and assign
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • November 16th, 2017 • UBS Commercial Mortgage Trust 2017-C5 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of November 1, 2017, between Natixis Real Estate Capital LLC, 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-C5 • 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 November 16, 2017 between TUEBOR TRS II LLC (Note A-1 Holder) and TUEBOR TRS II LLC (Note A-2 Holder)Co-Lender Agreement • November 29th, 2017 • UBS Commercial Mortgage Trust 2017-C5 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of November 16, 2017, is between TUEBOR TRS II LLC, a Michigan limited liability company (“TTRS”), having an address at c/o Marsh Captive Solutions, 100 Bank Street, Suite 610, Burlington, Vermont 05401, as the holder of Note A-1 and TTRS, as the holder of Note A-2.
UBS COMMERCIAL MORTGAGE TRUST 2017-C5 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-C5 UNDERWRITING AGREEMENT As of November 1, 2017Underwriting Agreement • November 16th, 2017 • UBS Commercial Mortgage Trust 2017-C5 • Asset-backed securities • New York
UBS Commercial Mortgage Securitization Corp., a Delaware corporation (the “Depositor”), intends to issue its UBS Commercial Mortgage Trust 2017-C5, Commercial Mortgage Pass-Through Certificates, Series 2017-C5 (the “Certificates”), in nineteen (19) 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 UBS Securities LLC (“UBS Securities”), Cantor Fitzgerald & Co. (“CF&Co.”), SG Americas Securities, LLC (“SGAS”), Natixis Securities Americas LLC (“Natixis Securities”) and Academy Securities, Inc. (“Academy” and, collectively with UBS Securities, CF&Co., SGAS and Natixis Securities, 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
CO-LENDER AGREEMENT Dated as of October 18, 2017 between LADDER CAPITAL FINANCE LLC (Note A-1 Holder) and LADDER CAPITAL FINANCE LLC (Note A-2 Holder) and LADDER CAPITAL FINANCE LLC (Note A-3 Holder)Lender Agreement • November 16th, 2017 • UBS Commercial Mortgage Trust 2017-C5 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of October 18, 2017, is between LADDER CAPITAL FINANCE LLC, a Delaware limited liability company (“LCF”), having an address at 345 Park Avenue, 8th Floor, New York, New York 10154, as the holder of Note A-1, LCF, as the holder of Note A-2 and LCF, as the holder of Note A-3.
CO-LENDER AGREEMENT Dated as of November 15, 2017 by and among GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-1 Holder) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) and UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF...Lender Agreement • November 16th, 2017 • UBS Commercial Mortgage Trust 2017-C5 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of November 15, 2017 by and among GOLDMAN SACHS MORTGAGE COMPANY (“GSMC” 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”), WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB” 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”), UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK (“UBS AG, New York Branch” and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-3(A), the “Initial Note A-3(A) Holder”) and UBS AG, New York Branch (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-3(B), the “Initial Note A-3(B) Holder” and, together with the Initial Note A-1 Holder, the
CO-LENDER AGREEMENT Dated as of September 19, 2017 by and between DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-1 Holder), UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (Initial Note A-2 Holder),...Co-Lender Agreement • November 16th, 2017 • UBS Commercial Mortgage Trust 2017-C5 • 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 September 19, 2017, between DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”, in its capacity as initial owner of Note A-1-S, Note A-1-C1 and Note A-1-C2 described below, the “Initial Note A-1 Holder”), UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK (“UBS AG”, in its capacity as initial owner of Note A-2-S, Note A-2-C1-A, Note A-2-C1-B, Note A-2-C2-A, Note A-2-C2-B and Note A-2-C2-C described below, the “Initial Note A-2 Holder”), DBNY (in its capacity as initial owner of Note B-1 described below, the “Initial Note B-1 Holder”) and UBS AG (in its capacity as initial owner of Note B-2 described below, the “Initial Note B-2 Holder”; the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note B-1 Holder and the Initial Note B-2 Holder are referred to collectively herein as the “Init
GS MORTGAGE SECURITIES CORPORATION II, as Depositor WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Special Servicer WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Pooling and Servicing Agreement • December 5th, 2017 • UBS Commercial Mortgage Trust 2017-C5 • Asset-backed securities • New York
This Pooling and Servicing Agreement is dated and effective as of November 1, 2017, among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.
AGREEMENT AMONG NOTEHOLDERS Dated as of October 3, 2017 by and among NATIXIS REAL ESTATE CAPITAL LLC (Initial Note A-1 Holder, Initial Note A-2 Holder and Initial Note A-3 Holder) and UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE...Agreement Among Noteholders • November 16th, 2017 • UBS Commercial Mortgage Trust 2017-C5 • Asset-backed securities • New York
THIS AGREEMENT AMONG NOTEHOLDERS (with the exhibits and schedules hereto and all amendments and modifications hereof and supplements hereto, this “Agreement”), dated as of October 3, 2017 by and among NATIXIS REAL ESTATE CAPITAL LLC, a Delaware limited liability company (“NREC”), having an address at 1251 Avenue of the Americas, New York, New York 10020 (together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 (as defined herein), the “Initial Note A-1 Holder” and in its capacity as the initial agent the “Initial Agent”), NREC (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”), NREC (together with its successors and assigns in interest, in its capacity as the initial owner of Note A-3 (as defined herein), the “Initial Note A-3 Holder”), UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG, New
CO-LENDER AGREEMENT Dated as of November 9, 2017 between LADDER CAPITAL FINANCE LLC (Note A-1-A Holder) and LADDER CAPITAL FINANCE LLC (Note A-1-B Holder) and CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-2-A Holder) and LADDER CAPITAL FINANCE...Lender Agreement • November 16th, 2017 • UBS Commercial Mortgage Trust 2017-C5 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of November 9, 2017, is between LADDER CAPITAL FINANCE LLC, a Delaware limited liability company (“LCF”), having an address at 345 Park Avenue, 8th Floor, New York, New York 10154, as the holder of Note A-1-A, LCF, as the holder of Note A-1-B, Cantor Commercial Real Estate Lending, L.P. (“CCRE”), as the holder of Note A-2-A, LCF, as the holder of Note A-3, LCF, as the holder of Note A-4-B, and LCF, as the holder of Note A-5-A.
CO-LENDER AGREEMENT Dated as of November 16, 2017 by and between NATIXIS REAL ESTATE CAPITAL LLC (Initial Note A-1 Holder) NATIXIS REAL ESTATE CAPITAL LLC (Initial Note A-2 Holder) NATIXIS REAL ESTATE CAPITAL LLC (Initial Note A-3 Holder) and NATIXIS...Co-Lender Agreement • November 29th, 2017 • UBS Commercial Mortgage Trust 2017-C5 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of November 16, 2017, by and among NATIXIS REAL ESTATE CAPITAL LLC (“Natixis”, 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”), NATIXIS REAL ESTATE CAPITAL LLC (in its capacity as initial owner of Note A-2, the “Initial Note A-2 Holder”), NATIXIS REAL ESTATE CAPITAL LLC (in its capacity as initial owner of Note A-3, the “Initial Note A-3 Holder”), and NATIXIS REAL ESTATE CAPITAL LLC (in its capacity as initial owner of Note B, the “Initial Note B Holder” and, together with the Initial Note A-1 Holder, the Initial Note A-2 Holder, Initial Note A-3 Holder and the Initial Note B Holder the “Initial Note Holders”).
CO-LENDER AGREEMENT Dated as of November 16, 2017 between NATIXIS REAL ESTATE CAPITAL LLC (Note A-1 Holder) and NATIXIS REAL ESTATE CAPITAL LLC (Note A-2 Holder)Lender Agreement • November 29th, 2017 • UBS Commercial Mortgage Trust 2017-C5 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of November 16, 2017, is between 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 and Natixis, as the holder of Note A-2.
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • November 16th, 2017 • UBS Commercial Mortgage Trust 2017-C5 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of November 1, 2017, between Ladder Capital Finance LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), Ladder Capital Finance Holdings LLLP (“LCFH”), Series REIT of Ladder Capital Finance Holdings LLLP (“LC REIT”), Series TRS of Ladder Capital Finance Holdings LLLP (“LC TRS”, and collectively with LCFH and LC REIT, the “LC Guarantors”) and UBS Commercial Mortgage Securitization Corp., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • November 16th, 2017 • UBS Commercial Mortgage Trust 2017-C5 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of November 1, 2017, between UBS AG, by and through its New York branch office at 1285 Avenue of the Americas, New York, New York, 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”).
