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 • December 27th, 2017 • UBS Commercial Mortgage Trust 2017-C7 • 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
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • December 27th, 2017 • UBS Commercial Mortgage Trust 2017-C7 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of December 20, 2017, between Société Générale, 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 December 13, 2017 between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-1 Holder) and UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (Note A-2 Holder)Co-Lender Agreement • December 27th, 2017 • UBS Commercial Mortgage Trust 2017-C7 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of December 13, 2017, is between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., a Delaware limited partnership (“CCRE”), as the holder of Note A-1, and UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS”), as the holder of Note A-2.
WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer and KEYBANK NATIONAL ASSOCIATION, Primary Servicer PRIMARY SERVICING AGREEMENT Dated as of December 1, 2017 UBS Commercial Mortgage Trust 2017-C7, Commercial Mortgage Pass-Through Certificates...Primary Servicing Agreement • December 27th, 2017 • UBS Commercial Mortgage Trust 2017-C7 • Asset-backed securities • New York
This is a Primary Servicing Agreement (the “Agreement”), dated as of December 1, 2017, by and between KEYBANK NATIONAL ASSOCIATION, having an office at 11501 Outlook Street, Suite 300, Overland Park, Kansas 66211, and its successors and assigns (the “Primary Servicer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, having an office at c/o Commercial Mortgage Servicing, MAC D1050-084, Three Wells Fargo, 401 South Tryon Street, 8th Floor, Charlotte, North Carolina 28202, and its successors and assigns (the “Master Servicer”).
AGREEMENT BETWEEN NOTEHOLDERS Dated as of November 16, 2017 by and among KEYBANK NATIONAL ASSOCIATION (Initial Note A-1 Holder) and KEYBANK NATIONAL ASSOCIATION (Initial Note A-2 Holder) HRC Hotels PortfolioAgreement Between Noteholders • December 27th, 2017 • UBS Commercial Mortgage Trust 2017-C7 • Asset-backed securities • New York
Agreement and the Lead Securitization Servicing Agreement and (iii) to the extent consistent with the foregoing, the Servicing Standard;
UBS COMMERCIAL MORTGAGE TRUST 2017-C7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-C7 UNDERWRITING AGREEMENT As of December 20, 2017Underwriting Agreement • December 27th, 2017 • UBS Commercial Mortgage Trust 2017-C7 • Asset-backed securities • New York
UBS Commercial Mortgage Securitization Corp., a Delaware corporation (the “Depositor”), intends to issue its UBS Commercial Mortgage Trust 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 (the “Certificates”), in sixteen (16) 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, Cantor Fitzgerald & Co., SG Americas Securities, LLC, KeyBanc Capital Markets Inc., Natixis Securities Americas LLC and Academy Securities, Inc. (collectively, in such capacities, 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 beneficial ownership interest in a trust fund (the “Trust Fund”) primarily
CO-LENDER AGREEMENT Dated as of November 9, 2017 between TUEBOR TRS II LLC (Note A-1-A Holder) and TUEBOR TRS II LLC (Note A-1-B Holder) and CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-2-A Holder) and TUEBOR TRS II LLC (Note A-3 Holder) and...Lender Agreement • December 27th, 2017 • UBS Commercial Mortgage Trust 2017-C7 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of November 9, 2017, is between TUEBOR TRS II, 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-A, TTRS, as the holder of Note A-1-B, Cantor Commercial Real Estate Lending, L.P. (“CCRE”), as the holder of Note A-2-A, TTRS, as the holder of Note A-3, TTRS, as the holder of Note A-4-B, and TTRS, as the holder of Note A-5-A.
WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer and BERKELEY POINT CAPITAL LLC, Sub-Servicer SUB-SERVICING AGREEMENT Dated as of December 1, 2017 UBS Commercial Mortgage Trust 2017-C6, Commercial Mortgage Pass-Through Certificates, Series 2017-C6Sub-Servicing Agreement • December 27th, 2017 • UBS Commercial Mortgage Trust 2017-C7 • Asset-backed securities • New York
Pursuant to the Servicing Agreement(s) between Wells Fargo Bank, National Association and the above referenced Sub-Servicer, we certify that with respect to each mortgage loan and companion loan serviced by us for Wells Fargo Bank, National Association that as of the quarter ending ____________________ except as otherwise noted below:
CO-LENDER AGREEMENT Dated as of November 29, 2017 between TUEBOR TRS II LLC (Note A-1-A Holder) and TUEBOR TRS II LLC (Note A-1-B Holder) and TUEBOR TRS II LLC (Note A-2 Holder)Lender Agreement • December 27th, 2017 • UBS Commercial Mortgage Trust 2017-C7 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of November 29, 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-A, TTRS, as the holder of Note A-1-B and TTRS, as the holder of Note A-2.
CO-LENDER AGREEMENT Dated as of December 20, 2017 by and between NATIXIS REAL ESTATE CAPITAL LLC (Initial Note A-A-1 Holder, Initial Note A-A-2 Holder, Initial A-A-3 Holder, Initial A-A-4 Holder, Initial Note A-A-5 Holder, Initial Note A-A-6 Holder,...Co-Lender Agreement • December 27th, 2017 • UBS Commercial Mortgage Trust 2017-C7 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of December 20, 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 (in its capacity as initial owner of Note A-A-2, the “Initial Note A-A-2 Holder”), Natixis (in its capacity as initial owner of the Note A-A-3, the “Initial Note A-A-3 Holder”), Natixis (in its capacity as initial owner of the Note A-A-4, the “Initial Note A-A-4 Holder”), Natixis (in its capacity as initial owner of the Note A-A-5, the “Initial Note A-A-5 Holder”), Natixis (in its capacity as initial owner of the Note A-A-6, the “Initial Note A-A-6 Holder”), Natixis (in its capacity as initial owner of the Note A-A-7, the “Initial Note A-A-7 Holder”), Natixis (in its capacity as initial owner of the Note A-A-8, the “Initial Note A-A-8 Holder”), Natixis (in its capacity as initial owner of the Note A-A-9,
