AGREEMENT BETWEEN NOTE HOLDERS Dated as of May 31, 2017 by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) Sheraton Hotel GreensboroAgreement Between Note Holders • June 12th, 2017 • UBS Commercial Mortgage Trust 2017-C1 • Asset-backed securities • New York
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • June 12th, 2017 • UBS Commercial Mortgage Trust 2017-C1 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of May 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”).
UBS COMMERCIAL MORTGAGE TRUST 2017-C1 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-C1 UNDERWRITING AGREEMENT As of May 31, 2017Underwriting Agreement • June 12th, 2017 • UBS Commercial Mortgage Trust 2017-C1 • Asset-backed securities • New York
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 “Trust Fund”) primarily consisting of a segregated pool (the “Mortgage Pool”) of 67 fixed-rate mortgage loans (the “Mortgage Loans”) having an approximate aggregate principal balance of $958,985,038 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 June 12, 2017 (the “Closing Date”), pursuant to a pooling and servicing agreement (the “Pooling and Servicing Agreement”), dated as of June 1, 2017, among the Depositor, as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), AEGON USA Realty Advisors, LLC, as Save Mart Portfolio special serv
CO-LENDER AGREEMENT Dated as of March 23, 2017 among RIALTO MORTGAGE FINANCE, LLC (Note A-1-A Holder) and RIALTO MORTGAGE FINANCE, LLC (Note A-1-B Holder) CITIGROUP GLOBAL MARKETS REALTY CORP. (Note A-2 Holder) and BARCLAYS BANK PLC (Note A-3-A...Lender Agreement • June 12th, 2017 • UBS Commercial Mortgage Trust 2017-C1 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of March 23, 2017, is among RIALTO MORTGAGE FINANCE, LLC, a Delaware limited liability company (“RMF”), having an address at 600 Madison Avenue, 12th Floor, New York, New York 10022, as the holder of Note A-1-A (the “Note A-1-A Holder”) and as the holder of Note A-1-B (the “Note A-1-B Holder”), CITIGROUP GLOBAL MARKETS REALTY CORP., a New York Corporation (“CGMRC”), having an address at 390 Greenwich Street, 7th Floor, New York, New York 10013, as the holder of Note A-2 (the “Note A-2 Holder”), and BARCLAYS BANK PLC, having an address at 745 Seventh Avenue, New York, New York 10019 (“Barclays”), as the holder of Note A-3-A (the “Note A-3-A Holder”) and as the holder of Note A-3-B (the “Note A-3-B Holder”).
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., Depositor, Midland Loan Services, a Division of PNC Bank, National Association, Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, Special Servicer, Park Bridge Lender...Pooling and Servicing Agreement • June 12th, 2017 • UBS Commercial Mortgage Trust 2017-C1 • Asset-backed securities • New York
Exhibit G Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period
WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC., as Depositor Wells Fargo Bank, National Association, as Master Servicer rialto capital advisors, llc, as Special ServicerPooling and Servicing Agreement • June 12th, 2017 • UBS Commercial Mortgage Trust 2017-C1 • Asset-backed securities • New York
This Pooling and Servicing Agreement is dated and effective as of April 1, 2017, among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, 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 May 16, 2017 by and among UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK (Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4...Agreement Among Noteholders • June 12th, 2017 • UBS Commercial Mortgage Trust 2017-C1 • 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 May 16, 2017 by and among 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-1 (as defined herein), the “Initial Note A-1 Holder”), 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 Note A-3 Holder”), UBS AG, New York Branch, together with its successors and assigns in interest, in its capacity as the initial owner of Note A-4 (as defined herein), the “Initial No
AMENDED AND RESTATED AGREEMENT AMONG NOTE HOLDERS Dated as of May 15, 2017 by and among WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF THE BANK 2017-BNK4, COMMERCIAL MORTGAGE PASS- THROUGH...Agreement Among Note Holders • June 12th, 2017 • UBS Commercial Mortgage Trust 2017-C1 • Asset-backed securities • New York
NATIXIS COMMERCIAL MORTGAGE SECURITIES LLC as Depositor, KEYBANK NATIONAL ASSOCIATION, as Servicer, KEYBANK NATIONAL ASSOCIATION, as Special Servicer, and WELLS FARGO BANK NATIONAL ASSOCIATION, as Trustee, Certificate Administrator and Custodian,...Trust and Servicing Agreement • June 12th, 2017 • UBS Commercial Mortgage Trust 2017-C1 • Asset-backed securities • New York
THIS TRUST AND SERVICING AGREEMENT (“Agreement”) is dated as of May 1, 2017 among Natixis Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Servicer and Special Servicer and Wells Fargo Bank, National Association, as Trustee and Certificate Administrator.
CO-LENDER AGREEMENT Dated as of May 24, 2017 by and between NATIXIS REAL ESTATE CAPITAL LLC (Initial Note A-A-1 Holder) NATIXIS REAL ESTATE CAPITAL LLC (Initial Note A-A-2 Holder) NATIXIS REAL ESTATE CAPITAL LLC (Initial Note A-B Holder) and NATIXIS...Lender Agreement • June 12th, 2017 • UBS Commercial Mortgage Trust 2017-C1 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of May 24, 2017, by and among NATIXIS REAL ESTATE CAPITAL LLC (“Natixis”, in its capacity as initial owner of Note A-A-1, the “Initial Note A-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-A-2, the “Initial Note A-A-2 Holder”), NATIXIS REAL ESTATE CAPITAL LLC (in its capacity as initial owner of Note A-B, the “Initial Note A-B 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-A-1 Holder, the Initial Note A-A-2 Holder and the Initial Note A-B Holder, the “Initial Note Holders” ).
