AGREEMENT BETWEEN NOTE HOLDERS Dated as of December 12, 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,...Agreement Between Note Holders • December 20th, 2019 • UBS Commercial Mortgage Trust 2019-C18 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of December 12, 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”) and UBS AG, New York Branch (together
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • December 20th, 2019 • UBS Commercial Mortgage Trust 2019-C18 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of December 11, 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 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 November 25, 2019 by and between BSPRT Finance Sub-Lender I, LLC (Note A-1 Holder) andCo-Lender Agreement • December 20th, 2019 • UBS Commercial Mortgage Trust 2019-C18 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of November 25, 2019, is by and between BSPRT Finance Sub-Lender I, 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 December 20, 2019 by and among CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Initial Note A-1 Holder) and CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Initial Note A-2 Holder) Airport SquareAgreement Between Noteholders • December 20th, 2019 • UBS Commercial Mortgage Trust 2019-C18 • Asset-backed securities • New York
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto mutually agree as follows:
UBS COMMERCIAL MORTGAGE TRUST 2019-C18 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-C18 UNDERWRITING AGREEMENT As of December 11, 2019Underwriting Agreement • December 20th, 2019 • UBS Commercial Mortgage Trust 2019-C18 • Asset-backed securities • New York
UBS Commercial Mortgage Securitization Corp., a Delaware corporation (the “Depositor”), intends to issue its UBS Commercial Mortgage Trust 2019-C18, Commercial Mortgage Pass-Through Certificates, Series 2019-C18 (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, SG Americas Securities, LLC, Cantor Fitzgerald & Co., Natixis Securities Americas LLC, Academy Securities, Inc., Bancroft Capital, LLC, Brean Capital, LLC and Drexel Hamilton, 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
CO-LENDER AGREEMENT Dated as of October 21, 2019 by and between DEUTSCHE BANK AG, NEW YORK BRANCH (an Initial Note A Holder), WELLS FARGO BANK, NATIONAL ASSOCIATION (an Initial Note A Holder), MORGAN STANLEY BANK, NATIONAL ASSOCIATION (an Initial Note...Co-Lender Agreement • December 20th, 2019 • UBS Commercial Mortgage Trust 2019-C18 • Asset-backed securities • New York
This CO-LENDER AGREEMENT (together with the exhibits and schedules hereto and all amendments hereof and supplements hereto, this “Agreement”) is dated as of October 21, 2019, between DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), as an Initial Note A Holder, WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB”), as an Initial Note A Holder, MORGAN STANLEY BANK, NATIONAL ASSOCIATION (“MSBNA”), as an Initial Note A Holder, DBNY, as Initial Note B-1 Holder, MSBNA, as Initial Note B-2 Holder, and WFB, as Initial Note B-3 Holder.
AGREEMENT AMONG NOTEHOLDERS Dated as of December 20, 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, Initial Note A-3 Holder and Initial...Agreement Among Noteholders • December 20th, 2019 • UBS Commercial Mortgage Trust 2019-C18 • 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 December 20, 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”, UBS AG, New York Branch, together with its successors and assigns in interest, in its capacity as the initial owner of Note A-4 (as defined herein), the “Initial
INTERCREDITOR AGREEMENT Dated as of November 15, 2019 by and between MORGAN STANLEY bank, N.A. (Note A-1 Holder, Note A-2 Holder), MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (Note B-1-A Holder, Note B-1-B Holder, Note B-1-C Holder, Note B-1-D...Intercreditor Agreement • December 20th, 2019 • UBS Commercial Mortgage Trust 2019-C18 • Asset-backed securities • New York
This INTERCREDITOR AGREEMENT (this “Agreement”), dated as of November 15, 2019, by and between MORGAN STANLEY BANK, N.A. (“Morgan Stanley Bank”), as holder of Note A-1 (in such capacity, together with its successors and assigns, the “Note A-1 Holder”) and Note A-2 (in such capacity, together with its successors and assigns, the “Note A-2 Holder”), MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (“MSMCH”), as holder of Note B-1-A (in such capacity, together with its successors and assigns, the “Note B-1-A Holder”), Note B-1-B (in such capacity, together with its successors and assigns, the “Note B-1-B Holder”), Note B-1-C (in such capacity, together with its successors and assigns, the “Note B-1-C Holder”) and Note B-1-D (in such capacity, together with its successors and assigns, the “Note B-1-D Holder”), BANK OF AMERICA, NATIONAL ASSOCIATION (“BANA”), as holder of Note A-3 (in such capacity, together with its successors and assigns, the “Note A-3 Holder”), Note A-4 (in such capacity, tog
AGREEMENT BETWEEN NOTEHOLDERS Dated as of November 18, 2019 by and between DBR INVESTMENTS CO. LIMITED (Initial Note A-1 Holder) and DBR INVESTMENTS CO. LIMITED (Initial Note A-2 Holder) and UBS AG, by and through its branch office at 1285 Avenue of...Agreement Between Noteholders • December 20th, 2019 • UBS Commercial Mortgage Trust 2019-C18 • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of November 18, 2019, is made by and between DBR INVESTMENTS CO. LIMITED (“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”), UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS”), in its capacity as initial owner of Note A-3 (the “Initial Note A-3 Holder”), UBS, in its capacity as initial owner of Note A-4 (the “Initial Note A-4 Holder”), DB, in its capacity as initial owner of Note A-5 (the “Initial Note A-5 Holder”), DB, in its capacity as initial owner of Note A-6 (the “Initial Note A-6 Holder”) and DB, in its capacity as initial owner of Note B (the “Initial Note B Holder”).
AGREEMENT BETWEEN NOTEHOLDERS Dated as of March 13, 2019 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1-1 Holder, Initial Note A-1-2 Holder, Initial Note A-1-3 Holder, Initial Note A-1-4 Holder, Initial Note A-1-5 Holder,...Agreement Between Noteholders • December 20th, 2019 • UBS Commercial Mortgage Trust 2019-C18 • Asset-backed securities • New York
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., Depositor, Wells Fargo Bank, National Association, Master Servicer, LNR Partners, llc, Special Servicer, Pentalpha Surveillance LLC, Operating Advisor and Asset Representations Reviewer, Citibank, N.A.,...Pooling and Servicing Agreement • December 20th, 2019 • UBS Commercial Mortgage Trust 2019-C18 • 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
AGREEMENT BETWEEN NOTE HOLDERS Dated as of December 20, 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,...Agreement Between Note Holders • December 20th, 2019 • UBS Commercial Mortgage Trust 2019-C18 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of December 20, 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 wi
CO-LENDER AGREEMENT Dated as of November 27, 2019 between TUEBOR TRS II LLC (Initial Note A-1-A Holder) and TUEBOR TRS II LLC (Initial Note A-2-A Holder) and TUEBOR TRS II LLC (Initial Note A-3-A Holder)Co-Lender Agreement • December 20th, 2019 • UBS Commercial Mortgage Trust 2019-C18 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of November 27, 2019, is between TUEBOR TRS II LLC, a Michigan limited liability company (“TTRS”), having an address at 345 Park Avenue, 8th Floor, New York, New York 10154, as the holder of Note A-1-A (“Initial Note A-1-A Holder”), TTRS, as the holder of Note A-2-A (“Initial Note A-2-A Holder”) and TTRS, as the holder of Note A-3-A (“Initial Note A-3-A Holder”).
CO-LENDER AGREEMENT Dated as of December 20, 2019Co-Lender Agreement • December 20th, 2019 • UBS Commercial Mortgage Trust 2019-C18 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of December 20, 2019, by and between 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, the “Initial Note A Holder”, and in its capacity as the initial agent, the “Initial Agent”), and Natixis, having an address at 1251 Avenue of the Americas, New York, New York 10020 (in its capacity as the initial owner of Note B, the “Initial Note B Holder”).
