AGREEMENT BETWEEN NOTE HOLDERS Dated as of April 16, 2019 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, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial...Agreement Between Note Holders • April 16th, 2019 • UBS Commercial Mortgage Trust 2019-C16 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of April 16, 2019 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”), 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”), UBS AG, New York Branch (together with its successors and assigns in interest, as initial owner of Note A-4 described below, in its capacity as the “Initial Note A-4 Holder”), UBS AG, New York Branch (together with
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • April 16th, 2019 • UBS Commercial Mortgage Trust 2019-C16 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of March 27, 2019, between Morgan Stanley Mortgage Capital Holdings 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 2019-C16 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-C16 UNDERWRITING AGREEMENT As of March 27, 2019Underwriting Agreement • April 16th, 2019 • UBS Commercial Mortgage Trust 2019-C16 • Asset-backed securities • New York
UBS Commercial Mortgage Securitization Corp., a Delaware corporation (the “Depositor”), intends to issue its UBS Commercial Mortgage Trust 2019-C16, Commercial Mortgage Pass-Through Certificates, Series 2019-C16 (the “Certificates”), in twenty (20) 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, Morgan Stanley & Co. LLC, Drexel Hamilton, LLC, Academy Securities, Inc. and Brean Capital, LLC (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 consisting of a segregated pool (the “Mortgage Pool”) of 54
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • April 16th, 2019 • UBS Commercial Mortgage Trust 2019-C16 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of March 27, 2019, 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 March 25, 2019 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 and Initial Note A-3 Holder) and UBS AG,...Agreement Among Noteholders • April 16th, 2019 • UBS Commercial Mortgage Trust 2019-C16 • 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 March 25, 2019 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” (the Initial Note A-1 Holder, the Initial Note A-2 Holder and the Initial Note A-3 Holder shall be referred to herein each as a “Initial Senior Noteholder” and colle
AGREEMENT BETWEEN NOTE HOLDERS Dated as of December 12, 2018 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, Initial Note A-2 Holder, Initial Note A-3 Holder,...Agreement Between Note Holders • April 16th, 2019 • UBS Commercial Mortgage Trust 2019-C16 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of December 12, 2018 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”), 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”), UBS AG, New York Branch (together with its successors and assigns in interest, as initial owner of Note A-4 described below, in its capacity as the “Initial Note A-4 Holder”), UBS AG, New York Branch (together wi
CO-LENDER AGREEMENT Dated as of February 27, 2019 between LADDER CAPITAL FINANCE VIII TRS LLC (Note A-1 Holder) and LADDER CAPITAL FINANCE VIII TRS LLC (Note A-2-A Holder) and LADDER CAPITAL FINANCE VIII TRS LLC (Note A-3-A Holder)Co-Lender Agreement • April 16th, 2019 • UBS Commercial Mortgage Trust 2019-C16 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of February 27, 2019, is between LADDER CAPITAL FINANCE VIII TRS LLC, a Delaware limited liability company (“Ladder TRS”), having an address at 345 Park Avenue, 8th Floor, New York, New York 10154, as the holder of Note A-1, Ladder TRS, as the holder of Note A-2-A and Ladder TRS, as the holder of Note A-3-A.
AMENDED AND RESTATED AGREEMENT AMONG NOTEHOLDERSAgreement Among Noteholders • April 16th, 2019 • UBS Commercial Mortgage Trust 2019-C16 • 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 March 25, 2019 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 owner of Note A-1 (as defined herein), the “Note A-1 Holder”), 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 owner of Note A-2-1 (as defined herein), the “Note A-2-1 Holder”), 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 owner of Note A-2-2 (as defined herein), the “Note A-2-2 H
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • April 16th, 2019 • UBS Commercial Mortgage Trust 2019-C16 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of March 27, 2019, between UBS AG, by and through its New York branch office at 1285 Avenue of the Americas, New York, New York, 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”).
