AGREEMENT BETWEEN NOTE HOLDERS Dated as of October 15, 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 • October 15th, 2019 • UBS Commercial Mortgage Trust 2019-C17 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of October 15, 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 • October 15th, 2019 • UBS Commercial Mortgage Trust 2019-C17 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of September 26, 2019, between Rialto Mortgage Finance, 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 September 13, 2019 by and between BSPRT CMBS Finance, LLC (Note A-1 Holder) and BSPRT CMBS Finance, LLC (Note A-2 Holder)Co-Lender Agreement • October 15th, 2019 • UBS Commercial Mortgage Trust 2019-C17 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of September 13, 2019, is by and between BSPRT CMBS Finance, LLC, a Delaware limited liability company (“BSP”), having an address at 1345 Avenue of the Americas, Suite 32A, New York, New York 10105, as the holder of Note A-1, BSP in its capacity as initial agent, the “Initial Agent” and BSP, as the holder of Note A-2.
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 • October 15th, 2019 • UBS Commercial Mortgage Trust 2019-C17 • 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”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • October 15th, 2019 • UBS Commercial Mortgage Trust 2019-C17 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of September 26, 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 BETWEEN NOTEHOLDERS Dated as of July 3, 2019 between MORGAN STANLEY BANK, N.A., (Note A-1 Holder) WELLS FARGO BANK, NATIONAL ASSOCIATION, (Note A-2 Holder) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, (Note A-3 Holder) GOLDMAN SACHS BANK USA,...Agreement • October 15th, 2019 • UBS Commercial Mortgage Trust 2019-C17 • Asset-backed securities • New York
CO-LENDER AGREEMENT Dated as of June 4, 2019Co-Lender Agreement • October 15th, 2019 • UBS Commercial Mortgage Trust 2019-C17 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of June 4, 2019, by and among NATIXIS REAL ESTATE CAPITAL LLC, a Delaware limited liability company (“Natixis”), having an address at 1251 Avenue of the Americas, New York, New York 10020 (in its capacity as the initial owner of Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), Natixis, having an address at 1251 Avenue of the Americas, New York, New York 10020 (in its capacity as the initial owner of Note A-2, the “Initial Note A-2 Holder”), Natixis, having an address at 1251 Avenue of the Americas, New York, New York 10020 (in its capacity as the initial owner of Note A-3, the “Initial Note A-3 Holder”), Natixis, having an address at 1251 Avenue of the Americas, New York, New York 10020 (in its capacity as the initial owner of Note A-4, the “Initial Note A-4 Holder”), Natixis, having an address at 1251 Avenue of the Americas, New York, New York 10020 (in its capacity as the init
NATIXIS COMMERCIAL MORTGAGE SECURITIES LLC as Depositor, KEYBANK NATIONAL ASSOCIATION, as Servicer, KEYBANK NATIONAL ASSOCIATION, as Special Servicer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Certificate Administrator, TRUST AND...Trust and Servicing Agreement • October 15th, 2019 • UBS Commercial Mortgage Trust 2019-C17 • Asset-backed securities • New York
THIS TRUST AND SERVICING AGREEMENT (“Agreement”) is dated as of June 4, 2019 among Natixis Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Servicer and Special Servicer and Wells Fargo Bank, National Association, as Trustee and Certificate Administrator.
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., Depositor, MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Master Servicer, MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, PACIFIC LIFE INSURANCE COMPANY and...Pooling and Servicing Agreement • October 15th, 2019 • UBS Commercial Mortgage Trust 2019-C17 • Asset-backed securities • New York
Exhibit G Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period
UBS COMMERCIAL MORTGAGE TRUST 2019-C17 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-C17 UNDERWRITING AGREEMENT As of September 26, 2019Underwriting Agreement • October 15th, 2019 • UBS Commercial Mortgage Trust 2019-C17 • Asset-backed securities • New York
UBS Commercial Mortgage Securitization Corp., a Delaware corporation (the “Depositor”), intends to issue its UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17 (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, Wells Fargo Securities, LLC, CIBC World Markets Corp., Drexel Hamilton, LLC, Academy Securities, Inc., Bancroft Capital, LLC and Brean Capital, LLC (collectively, in
AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of September 6, 2019 between RIALTO MORTGAGE FINANCE, LLC (Note A-1-1 Holder) and RIALTO MORTGAGE FINANCE, LLC (Note A-1-2 Holder) and WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT...Co-Lender Agreement • October 15th, 2019 • UBS Commercial Mortgage Trust 2019-C17 • Asset-backed securities • New York
THIS AMENDED AND RESTATED CO-LENDER AGREEMENT (the “Agreement”), dated as of September 6, 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-1-1 (the “Note A-1-1 Holder”), RMF, as the holder of Note A-1-2 (the “Note A-1-2 Holder”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C52, COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, SERIES 2019-C52, as the holder of Note A-2 (the “Note A-2 Holder”).
