UBS Commercial Mortgage Trust 2017-C6 Sample Contracts

AGREEMENT BETWEEN NOTE HOLDERS Dated as of September 29, 2017 by and between BANK OF AMERICA, N.A., UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK and KEYBANK NATIONAL ASSOCIATION Griffin Portfolio
Agreement Between Note Holders • December 13th, 2017 • UBS Commercial Mortgage Trust 2017-C6 • Asset-backed securities • New York

THIS AGREEMENT BETWEEN NOTEHOLDERS (this “Agreement”), dated as of September 29, 2017, is by and among BANK OF AMERICA, N.A. (“BANA”, together with its successors and assigns in interest, as the initial owner of Note A-1-1 described below, in its capacity as the “Initial Note A-1-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”), BANA (together with its successors and assigns in interest, as the initial owner of Note A-1-2 described below, in its capacity as the “Initial Note A-1-2 Holder”), BANA (together with its successors and assigns in interest, as the initial owner of Note A-1-3 described below, in its capacity as the “Initial Note A-1-3 Holder”), UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK (“UBS”, together with its successors and assigns in interest, as the initial owner of Note A-2-1 described below, in its capacity as the “Initial Note A-2-1 Holder”), UBS (together with its successors and assigns in intere

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AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of November 30, 2017 by and between CITI REAL ESTATE FUNDING INC. (Initial Note A-1 Holder) and UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (Initial Note...
Co-Lender Agreement • December 13th, 2017 • UBS Commercial Mortgage Trust 2017-C6 • Asset-backed securities • New York

THIS AMENDED AND RESTATED CO-LENDER AGREEMENT (this “Agreement”), dated as of November 30, 2017, by and between CITI REAL ESTATE FUNDING INC. (“CREFI” and together with its successors and assigns in interest, in its capacity as owner of Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”) and 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 owner of Note A-2, the “Initial Note A-2 Holder” and, together with the Initial Note A-1 Holder, the “Initial Note Holders”).

MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • December 13th, 2017 • UBS Commercial Mortgage Trust 2017-C6 • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of December 1, 2017, between KeyBank 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”).

Second amended and restated SERVICING AGREEMENT
Servicing Agreement • November 3rd, 2021 • UBS Commercial Mortgage Trust 2017-C6 • Asset-backed securities • New York

This SECOND AMENDED AND RESTATED SERVICING AGREEMENT, effective as of October 31, 2021 (including the Exhibit and Annexes attached hereto, this “Agreement”), among Wells Fargo Bank, N.A. (“Wells Bank”) and Wells Fargo Delaware Trust Company, N.A. (“Wells Trust Company,” and together with Wells Bank, the “Sellers” and each, a “Seller”), Computershare Trust Company, N.A. (the “Bank Assets Purchaser”) and, upon execution of the Joinder Agreement, the Delaware Trust Assets Purchaser (together with the Bank Assets Purchaser, the “Purchasers” and each, a “Purchaser”), and Computershare Limited (“Guarantor”) (solely for purposes of Section 9.5).

CO-LENDER AGREEMENT Dated as of November 8, 2017 between RIALTO MORTGAGE FINANCE, LLC (Note A-1 Holder) and RIALTO MORTGAGE FINANCE, LLC (Note A-2- Holder)
Co-Lender Agreement • December 13th, 2017 • UBS Commercial Mortgage Trust 2017-C6 • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of November 8, 2017, 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”).

UBS COMMERCIAL MORTGAGE TRUST 2017-C6 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-C6 UNDERWRITING AGREEMENT As of December 1, 2017
Underwriting Agreement • April 24th, 2018 • UBS Commercial Mortgage Trust 2017-C6 • Asset-backed securities • New York

UBS Commercial Mortgage Securitization Corp., a Delaware corporation (the “Depositor”), intends to issue its UBS Commercial Mortgage Trust 2017-C6, Commercial Mortgage Pass-Through Certificates, Series 2017-C6 (the “Certificates”), in twenty-two (22) 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, Cantor Fitzgerald & Co., SG Americas Securities, LLC, Natixis Securities Americas LLC, KeyBanc Capital Markets Inc. and Academy Securities, Inc. (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

CO-LENDER AGREEMENT Dated as of December 5, 2017 between RIALTO MORTGAGE FINANCE, LLC (Note A-1 Holder) and RIALTO MORTGAGE FINANCE, LLC (Note A-2- Holder)
Lender Agreement • December 13th, 2017 • UBS Commercial Mortgage Trust 2017-C6 • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of December, 2017, 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”).

CO-LENDER AGREEMENT Dated as of September 19, 2017 by and between DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-1 Holder), UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (Initial Note A-2 Holder),...
Co-Lender Agreement • December 13th, 2017 • UBS Commercial Mortgage Trust 2017-C6 • 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 September 19, 2017, between DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”, in its capacity as initial owner of Note A-1-S, Note A-1-C1 and Note A-1-C2 described below, the “Initial Note A-1 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-2-S, Note A-2-C1-A, Note A-2-C1-B, Note A-2-C2-A, Note A-2-C2-B and Note A-2-C2-C described below, the “Initial Note A-2 Holder”), DBNY (in its capacity as initial owner of Note B-1 described below, the “Initial Note B-1 Holder”) and UBS AG (in its capacity as initial owner of Note B-2 described below, the “Initial Note B-2 Holder”; the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note B-1 Holder and the Initial Note B-2 Holder are referred to collectively herein as the “Init

GS MORTGAGE SECURITIES CORPORATION II, as Depositor WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Special Servicer WELLS FARGO BANK, NATIONAL ASSOCIATION, as...
Pooling and Servicing Agreement • December 13th, 2017 • UBS Commercial Mortgage Trust 2017-C6 • Asset-backed securities • New York

This Pooling and Servicing Agreement is dated and effective as of November 1, 2017, among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.

WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer and KEYBANK NATIONAL ASSOCIATION, Primary Servicer PRIMARY SERVICING AGREEMENT Dated as of December 1, 2017 UBS Commercial Mortgage Trust 2017-C6, Commercial Mortgage Pass-Through Certificates...
Primary Servicing Agreement • December 13th, 2017 • UBS Commercial Mortgage Trust 2017-C6 • Asset-backed securities • New York

This is a Primary Servicing Agreement (the “Agreement”), dated as of December 1, 2017, 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 November 16, 2017 by and among KEYBANK NATIONAL ASSOCIATION (Initial Note A-1 Holder) and KEYBANK NATIONAL ASSOCIATION (Initial Note A-2 Holder) HRC Hotels Portfolio
Agreement Between Noteholders • December 13th, 2017 • UBS Commercial Mortgage Trust 2017-C6 • 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 November 9, 2017 between TUEBOR TRS II LLC (Note A-1-A Holder) and TUEBOR TRS II LLC (Note A-1-B Holder) and CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-2-A Holder) and TUEBOR TRS II LLC (Note A-3 Holder) and...
Lender Agreement • December 13th, 2017 • UBS Commercial Mortgage Trust 2017-C6 • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of November 9, 2017, is between TUEBOR TRS II, 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-A, TTRS, as the holder of Note A-1-B, Cantor Commercial Real Estate Lending, L.P. (“CCRE”), as the holder of Note A-2-A, TTRS, as the holder of Note A-3, TTRS, as the holder of Note A-4-B, and TTRS, as the holder of Note A-5-A.

AGREEMENT AMONG NOTEHOLDERS Dated as of October 3, 2017 by and among NATIXIS REAL ESTATE CAPITAL LLC (Initial Note A-1 Holder, Initial Note A-2 Holder and Initial Note A-3 Holder) and UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE...
Agreement • December 13th, 2017 • UBS Commercial Mortgage Trust 2017-C6 • 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 October 3, 2017 by and among NATIXIS REAL ESTATE CAPITAL LLC, a Delaware limited liability company (“NREC”), having an address at 1251 Avenue of the Americas, New York, New York 10020 (together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 (as defined herein), the “Initial Note A-1 Holder” and in its capacity as the initial agent the “Initial Agent”), NREC (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”), NREC (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, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG, New

CO-LENDER AGREEMENT Dated as of December 13, 2017 by and between NATIXIS REAL ESTATE CAPITAL LLC (Initial Note A-1 Holder) NATIXIS REAL ESTATE CAPITAL LLC (Initial Note A-2 Holder) NATIXIS REAL ESTATE CAPITAL LLC (Initial Note B-1 Holder) and NATIXIS...
Co-Lender Agreement • April 24th, 2018 • UBS Commercial Mortgage Trust 2017-C6 • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of December 13, 2017, by and among NATIXIS REAL ESTATE CAPITAL LLC (“Natixis”, 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”), NATIXIS REAL ESTATE CAPITAL LLC (in its capacity as initial owner of Note A-2, the “Initial Note A-2 Holder”), NATIXIS REAL ESTATE CAPITAL LLC (in its capacity as initial owner of Note B-1, the “Initial Note B-1 Holder”), and NATIXIS REAL ESTATE CAPITAL LLC (in its capacity as initial owner of Note B-2, the “Initial Note B-2 Holder” and, together with the Initial Note A-1 Holder, the Initial Note A-2 Holder and the Initial Note B-1 Holder the “Initial Note Holders”).

WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer and BERKELEY POINT CAPITAL LLC, Sub-Servicer SUB-SERVICING AGREEMENT Dated as of December 1, 2017 UBS Commercial Mortgage Trust 2017-C6, Commercial Mortgage Pass-Through Certificates, Series 2017-C6
Sub-Servicing Agreement • December 13th, 2017 • UBS Commercial Mortgage Trust 2017-C6 • 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:

SUPPLEMENTAL AGREEMENT AMONG NOTEHOLDERS Dated as of November 30, 2017 by and among NATIXIS REAL ESTATE CAPITAL LLC (Initial Note A-1 Holder, Initial Note A-2 Holder and Initial Note A-3 Holder) and NATIXIS REAL ESTATE CAPITAL LLC (Initial Note B...
Supplemental Agreement • December 13th, 2017 • UBS Commercial Mortgage Trust 2017-C6 • Asset-backed securities • New York

THIS SUPPLEMENTAL AGREEMENT AMONG NOTEHOLDERS (with the exhibits and schedules hereto and all amendments and modifications hereof and supplements hereto, this “Supplemental Agreement”), dated as of November 30, 2017 by and among NATIXIS REAL ESTATE CAPITAL LLC, a Delaware limited liability company (“NREC”), having an address at 1251 Avenue of the Americas, New York, New York 10020 (together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 (as defined herein), the “Initial Note A-1 Holder”), NREC (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”), NREC (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” and, together with the Initial Note A-1 Holder and the Initial Note A-2 Holder, each, a “Supplement Senior Noteholder” and collectively, the

CO-LENDER AGREEMENT Dated as of November 29, 2017 between TUEBOR TRS II LLC (Note A-1-A Holder) and TUEBOR TRS II LLC (Note A-1-B Holder) and TUEBOR TRS II LLC (Note A-2 Holder)
Lender Agreement • December 13th, 2017 • UBS Commercial Mortgage Trust 2017-C6 • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of November 29, 2017, 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-A, TTRS, as the holder of Note A-1-B and TTRS, as the holder of Note A-2.

CO-LENDER AGREEMENT Dated as of August 7, 2017 between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-1-A Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-1-B Holder) and CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-2 Holder)
Lender Agreement • December 13th, 2017 • UBS Commercial Mortgage Trust 2017-C6 • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of August 7, 2017, 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-A (in such capacity, the “Note A-1-A Holder”), CCRE, as the holder of Note A-1-B (in such capacity, the “Note A-1-B Holder”) and CCRE, as the holder of Note A-2 (in such capacity, the “Note A-2 Holder”).

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