AGREEMENT BETWEEN NOTE HOLDERS Dated as of July 11, 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 and Initial Note A-3 Holder),...Agreement Between Note Holders • July 11th, 2019 • Wells Fargo Commercial Mortgage Trust 2019-C51 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of July 11, 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”)), 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, in its capacity as the initial agent, the “Initial Agent”) 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 • July 11th, 2019 • Wells Fargo Commercial Mortgage Trust 2019-C51 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of June 21, 2019, between Wells Fargo Bank, National Association, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
CO-LENDER AGREEMENT Dated as of May 1, 2019 between RIALTO MORTGAGE FINANCE, LLC (Note A-1 Holder) and RIALTO MORTGAGE FINANCE, LLC (Note A-2 Holder)Co-Lender Agreement • July 11th, 2019 • Wells Fargo Commercial Mortgage Trust 2019-C51 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of May 1, 2019, is between RIALTO MORTGAGE FINANCE, LLC, a Delaware limited liability company (“RMF”), having an address at 600 Madison Avenue, 12th Floor, New York, New York 10022, as the holder of Note A-1 (the “Initial Note A-1 Holder”), and RMF, as the holder of Note A-2 (the “Initial Note A-2 Holder”).
AGREEMENT BETWEEN NOTEHOLDERS Dated as of July 11, 2019 by and between DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-1 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-2 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-3...Agreement Between Noteholders • July 11th, 2019 • Wells Fargo Commercial Mortgage Trust 2019-C51 • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of July 11, 2019, is made by and between DEUTSCHE BANK AG, NEW YORK BRANCH (“DB” and, 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”), DB, in its capacity as initial owner of Note A-2 (the “Initial Note A-2 Holder”), DB, in its capacity as initial owner of Note A-3 (the “Initial Note A-3 Holder”), UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK (“UBS AG”, in its capacity as initial owner of Note A-4, the “Initial Note A-4 Holder”), UBS AG, in its capacity as initial owner of Note A-5 (the “Initial Note A-5 Holder”) and UBS AG, in its capacity as initial owner of Note A-6 (the “Initial Note A-6 Holder”).
WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C51 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-C51 UNDERWRITING AGREEMENT As of June 21, 2019Underwriting Agreement • July 11th, 2019 • Wells Fargo Commercial Mortgage Trust 2019-C51 • Asset-backed securities • New York
Wells Fargo Commercial Mortgage Securities, Inc., a North Carolina corporation (the “Depositor”), intends to issue its Wells Fargo Commercial Mortgage Trust 2019-C51, Commercial Mortgage Pass-Through Certificates, Series 2019-C51 (the “Certificates”), in seventeen (17) 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 Wells Fargo Securities, LLC (“Wells Fargo Securities”), Barclays Capital Inc. (“Barclays Capital”), UBS Securities LLC (“UBS Securities”), Academy Securities, Inc. (“Academy”) and Drexel Hamilton, LLC (“Drexel” and, collectively with Wells Fargo Securities, Barclays Capital, UBS Securities and Academy, 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 Certificat
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • July 11th, 2019 • Wells Fargo Commercial Mortgage Trust 2019-C51 • Asset-backed securities
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of June 21, 2019, between Barclays Capital Real Estate Inc., as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), Barclays Capital Holdings Inc. (“BCHI”) and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
AGREEMENT BETWEEN NOTE HOLDERS Dated as of May 14, 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 • July 11th, 2019 • Wells Fargo Commercial Mortgage Trust 2019-C51 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of May 14, 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 it
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • July 11th, 2019 • Wells Fargo Commercial Mortgage Trust 2019-C51 • Asset-backed securities • New York
and is enforceable in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law and except that certain provisions in such Mortgage Loan documents (including, without limitation, provisions requiring the payment of default interest, late fees or Prepayment Premium/Yield Maintenance Charge) may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth above) such limitations or unenforceability will not render such Mortgage Loan documents invalid as a whole or materially interfere with the Mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • July 11th, 2019 • Wells Fargo Commercial Mortgage Trust 2019-C51 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of June 21, 2019, between UBS AG, by and through its 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 Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
