AGREEMENT BETWEEN NOTE HOLDERS Dated as of August 17, 2017 by and between Société Générale (Initial Note A-1 Holder) and Société Générale (Initial Note A-2 Holder) and Société Générale (Initial Note A-3 Holder) and Société Générale (Initial Note A-4...Agreement Between Note Holders • August 31st, 2017 • UBS Commercial Mortgage Trust 2017-C3 • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of August 17, 2017 by and between Société Générale (“SG” 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”), SG (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”), , SG (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-3, the “Initial Note A-3 Holder”) and SG (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-4, the “Initial Note A-4 Holder” and, together with the Initial Note A-1 Holder, the Initial Note A-2 Holder and the Initial Note A-3 Holder, the “Initial Note Holders”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • August 31st, 2017 • UBS Commercial Mortgage Trust 2017-C3 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of August 17, 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”).
UBS COMMERCIAL MORTGAGE TRUST 2017-C3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-C3 UNDERWRITING AGREEMENT As of August 17, 2017Underwriting Agreement • August 31st, 2017 • UBS Commercial Mortgage Trust 2017-C3 • Asset-backed securities • New York
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 42 fixed-rate mortgage loans (the “Mortgage Loans”) having an approximate aggregate principal balance of $708,626,196 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 31, 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 “Trustee”), c
AGREEMENT BETWEEN NOTEHOLDERS Dated as of April 28, 2017 by and among KEYBANK NATIONAL ASSOCIATION (Initial Note A-1 Holder) and KEYBANK NATIONAL ASSOCIATION (Initial Note A-2 Holder) Outlets at Oklahoma CityAgreement Between Noteholders • August 31st, 2017 • UBS Commercial Mortgage Trust 2017-C3 • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of April 28, 2017 by and between KEYBANK NATIONAL ASSOCIATION (together with its successors in interest, “KeyBank”), in its capacity as initial owner of Note A-1, (together with its successors and assigns in interest, 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”), and KEYBANK NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2, the “Initial Note A-2 Holder” and, together with the Initial Note A-1 Holder, the “Initial Note Holders”).
AGREEMENT AMONG NOTEHOLDERS Dated as of July 19, 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 • August 31st, 2017 • UBS Commercial Mortgage Trust 2017-C3 • 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 July 19, 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 N
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 31st, 2017 • UBS Commercial Mortgage Trust 2017-C3 • 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 31st, 2017 • UBS Commercial Mortgage Trust 2017-C3 • 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 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 31st, 2017 • UBS Commercial Mortgage Trust 2017-C3 • 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.
NATIXIS REAL ESTATE CAPITAL LLC (Initial Note A-1 Holder) NATIXIS REAL ESTATE CAPITAL LLC (Initial Note A-2 Holder) and NATIXIS REAL ESTATE CAPITAL LLC (Initial Junior Noteholder) Center 78Co-Lender Agreement • August 31st, 2017 • UBS Commercial Mortgage Trust 2017-C3 • Asset-backed securities • New York
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