AGREEMENT BETWEEN NOTE HOLDERS Dated as of October 18, 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 Holder), UBS AG, by and through its branch office at 1285 Avenue...Agreement Between Note Holders • October 18th, 2017 • UBS Commercial Mortgage Trust 2017-C4 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of October 18, 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 described below, in its capacity as the “Initial Note A-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-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 Holder, the Initial Note A-2 Holder and the Initial Note A-3 Holder are referred to collectively herein as the “Initial Note Holders”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • October 18th, 2017 • UBS Commercial Mortgage Trust 2017-C4 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of September 29, 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”).
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)Co-Lender Agreement • October 18th, 2017 • UBS Commercial Mortgage Trust 2017-C4 • 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 and LCF, as the holder of Note A-2.
UBS COMMERCIAL MORTGAGE TRUST 2017-C4 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-C4 UNDERWRITING AGREEMENT As of September 29, 2017Underwriting Agreement • October 18th, 2017 • UBS Commercial Mortgage Trust 2017-C4 • Asset-backed securities • New York
UBS Commercial Mortgage Securitization Corp., a Delaware corporation (the “Depositor”), intends to issue its UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates, Series 2017-C4 (the “Certificates”), in twenty-two (22) 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”), SG Americas Securities, LLC (“SGAS”), Natixis Securities Americas LLC (“Natixis Securities”), CIBC World Markets Corp. (“CIBCWM”) and Academy Securities, Inc. (“Academy” and, collectively with UBS Securities, SGAS, Natixis Securities and CIBCWM, 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 enti
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 • October 18th, 2017 • UBS Commercial Mortgage Trust 2017-C4 • 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 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 • October 18th, 2017 • UBS Commercial Mortgage Trust 2017-C4 • 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
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • October 18th, 2017 • UBS Commercial Mortgage Trust 2017-C4 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of September 29, 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”).
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 • October 18th, 2017 • UBS Commercial Mortgage Trust 2017-C4 • 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 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 • October 18th, 2017 • UBS Commercial Mortgage Trust 2017-C4 • 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
AMENDED AND RESTATED AGREEMENT AMONG NOTEHOLDERS Dated as of August 17, 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 and Initial Note A-2 Holder) and TOWNSEND...Agreement • October 18th, 2017 • UBS Commercial Mortgage Trust 2017-C4 • 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 August 17, 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”) (the Initial Note A-1 Holder and the Initial Note A-2 Holder shall be referred to herein each as an “Initial Senior Noteholder” and collectively as the “Initial Senior Noteholders”) and TOWNSEND REAL ESTATE FUND, L.P. (together with its successors and assigns in interest, in its capacity as the owner of the Junior Note (
