AGREEMENT BETWEEN NOTE HOLDERS Dated as of May 7, 2018 by and between CIBC INC., (Initial Note A-1 Holder), and CIBC INC., (Initial Note A-2 Holder)Agreement Between Note Holders • May 31st, 2018 • UBS Commercial Mortgage Trust 2018-C10 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of May 7, 2018 by and between CIBC INC., a Delaware corporation (“CIBC”, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, the “Initial Note A-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”) and CIBC (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 described below, the “Initial Note A-2 Holder”; the Initial Note A-1 Holder and the Initial Note A-2 Holder are referred to collectively herein as the “Initial Note Holders”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • May 31st, 2018 • UBS Commercial Mortgage Trust 2018-C10 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of May 23, 2018, 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”).
CO-LENDER AGREEMENT Dated as of May 31, 2018 between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-1 Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-2 Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-3 Holder) CANTOR...Co-Lender Agreement • May 31st, 2018 • UBS Commercial Mortgage Trust 2018-C10 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of May 31, 2018, is between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., a Delaware limited partnership (“CCRE”), having an address at 110 East 59th Street, New York, New York 10022, as the holder of Note A-1 (in such capacity, the “Note A-1 Holder”), CCRE, as the holder of Note A-2 (in such capacity, the “Note A-2 Holder”), CCRE, as the holder of Note A-3 (in such capacity, the “Note A-3 Holder”), CCRE, as the holder of Note A-4 (in such capacity, the “Note A-4 Holder”), CCRE, as the holder of Note A-5 (in such capacity, the “Note A-5 Holder”) and CCRE, as the holder of Note A-6 (in such capacity, the “Note A-6 Holder”).
UBS COMMERCIAL MORTGAGE TRUST 2018-C10 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2018-C10 UNDERWRITING AGREEMENT As of May 23, 2018Underwriting Agreement • May 31st, 2018 • UBS Commercial Mortgage Trust 2018-C10 • Asset-backed securities • New York
UBS Commercial Mortgage Securitization Corp., a Delaware corporation (the “Depositor”), intends to issue its UBS Commercial Mortgage Trust 2018-C10, Commercial Mortgage Pass-Through Certificates, Series 2018-C10 (the “Certificates”), in eighteen (18) 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, SG Americas Securities, LLC, Cantor Fitzgerald & Co., KeyBanc Capital Markets Inc., CIBC World Markets Corp., Drexel Hamilton, LLC and Academy Securities, Inc.
WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer and KEYBANK NATIONAL ASSOCIATION, Primary Servicer PRIMARY SERVICING AGREEMENT Dated as of May 1, 2018 UBS Commercial Mortgage Trust 2018-C10, Commercial Mortgage Pass-Through Certificates Series...Primary Servicing Agreement • May 31st, 2018 • UBS Commercial Mortgage Trust 2018-C10 • Asset-backed securities • New York
This is a Primary Servicing Agreement (the “Agreement”), dated as of May 1, 2018, 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 May 4, 2018 by and among KEYBANK NATIONAL ASSOCIATION (Initial Note A-1 Holder), KEYBANK NATIONAL ASSOCIATION (Initial Note A-2 Holder) and KEYBANK NATIONAL ASSOCIATION (Initial Note A-3 Holder) HTI MOB PortfolioAgreement Between Noteholders • May 31st, 2018 • UBS Commercial Mortgage Trust 2018-C10 • Asset-backed securities • New York
Agreement and the Lead Securitization Servicing Agreement and (iii) to the extent consistent with the foregoing, the Servicing Standard;
CO-LENDER AGREEMENT Dated as of May 17, 2018 between TUEBOR TRS II LLC (Note A-1 Holder) and TUEBOR TRS II LLC (Note A-2 Holder) and TUEBOR TRS II LLC (Note A-3 Holder)Co-Lender Agreement • May 31st, 2018 • UBS Commercial Mortgage Trust 2018-C10 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of May 17, 2018, 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, TTRS, as the holder of Note A-2 and TTRS, as the holder of Note A-3.
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • May 31st, 2018 • UBS Commercial Mortgage Trust 2018-C10 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of May 23, 2018, 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”).
CO-LENDER AGREEMENT Dated as of May 31, 2018 between TUEBOR TRS II LLC (BCC Note A-1 Holder) and TUEBOR TRS II LLC (BCC Note A-2 Holder) and TUEBOR TRS II LLC (BP Note A-1 Holder) and TUEBOR TRS II LLC (BP Note A-2 Holder)Co-Lender Agreement • May 31st, 2018 • UBS Commercial Mortgage Trust 2018-C10 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of May 31, 2018, 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 BCC Note A-1, TTRS, as the holder of BCC Note A-2, TTRS as the holder of BP Note A-1 and TTRS, as the holder of BP Note A-2.
WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer and BERKELEY POINT CAPITAL LLC, Sub-Servicer SUB-SERVICING AGREEMENT Dated as of May 1, 2018 UBS Commercial Mortgage Trust 2018-C10, Commercial Mortgage Pass-Through Certificates, Series 2018-C10Sub-Servicing Agreement • May 31st, 2018 • UBS Commercial Mortgage Trust 2018-C10 • 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:
