UBS Commercial Mortgage Trust 2018-C8 Sample Contracts

UBS Commercial Mortgage Trust 2018-C8 – UBS COMMERCIAL MORTGAGE SECURITIZATION CORP., as Depositor MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Master Servicer rialto capital advisors, llc, as Special Servicer AEGON USA REALTY ADVISORS, LLC, as DreamWorks Campus Special Servicer (April 4th, 2018)

This Pooling and Servicing Agreement is dated and effective as of March 1, 2018, among UBS Commercial Mortgage Securitization Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC as Special Servicer, AEGON USA Realty Advisors, LLC, as DreamWorks Campus Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.

UBS Commercial Mortgage Trust 2018-C8 – Certification (February 27th, 2018)
UBS Commercial Mortgage Trust 2018-C8 – UBS COMMERCIAL MORTGAGE TRUST 2018-C8 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2018-C8 UNDERWRITING AGREEMENT As of February 12, 2018 (February 27th, 2018)
UBS Commercial Mortgage Trust 2018-C8 – AGREEMENT BETWEEN NOTE HOLDERS Dated as of January 10, 2017 by and between CITI REAL ESTATE FUNDING INC. (Initial Note A-1 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-2 Holder) and SOCIÉTÉ GÉNÉRALE (Initial Note A-3 Holder) and SOCIÉTÉ GÉNÉRALE (Initial Note A-4 Holder) BlueLinx Portfolio (February 27th, 2018)

This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of January 10, 2018 by and between CITI REAL ESTATE FUNDING INC. (“CREFI” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, the “Initial Note A-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 described below, the “Initial Note A-2 Holder”), SOCIÉTÉ GÉNÉRALE (“SG” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-3 described below, the “Initial Note A-3 Holder”) and SG (together with its successors and assigns in interest, in its capacity as initial owner of Note A-4 described below, the “Initial Note A-4 Holder”; the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder and the Initial Note A-4 Holder are referred to collectively herein as the

UBS Commercial Mortgage Trust 2018-C8 – CREDIT SUISSE COMMERCIAL MORTGAGE SECURITIES CORP., as Depositor KeyBank National Association, as Master Servicer CWCAPITAL ASSET MANAGEMENT LLC, as Special Servicer WELLS FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator and as Trustee and PARK BRIDGE LENDER SERVICES LLC, as Operating Advisor and as Asset Representations Reviewer POOLING AND SERVICING AGREEMENT Dated as of November 1, 2017 CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates Series 2017-CX10 (February 27th, 2018)

This Pooling and Servicing Agreement is dated and effective as of November 1, 2017, among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.

UBS Commercial Mortgage Trust 2018-C8 – CO-LENDER AGREEMENT Dated as of January 25, 2018 between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-1 Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-2 Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-3 Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-4 Holder) STARWOOD MORTGAGE CAPITAL LLC (Note A-5 Holder) STARWOOD MORTGAGE CAPITAL LLC (Note A-6 Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-7 Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-8 Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-9 Holder) and CANTOR CO (February 27th, 2018)

THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of January 25, 2018, 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 (in such capacity, the “Note A-1 Holder”), CCRE, as the holder of Note A-2 (in such capacity, the “Note A-2 Holder”), CCRE, as the holder of Note A-3 (in such capacity, the “Note A-3 Holder”), CCRE, as the holder of Note A-4 (in such capacity, the “Note A-4 Holder”), Starwood Mortgage Capital LLC, a Delaware limited liability company (“Starwood”), having an address at 4064 Colony Road, Charlotte, North Carolina 28211, as the holder of Note A-5 (in such capacity, the “Note A-5 Holder”), Starwood, as the holder of Note A-6 (in such capacity, the “Note A-6 Holder”), CCRE, as the holder of Note A-7 (in such capacity, the “Note A-7 Holder”), CCRE, as the holder of Note A-8 (in such capacity, the “Note A-8 Holder”), CCRE, as the h

UBS Commercial Mortgage Trust 2018-C8 – MORTGAGE LOAN PURCHASE AGREEMENT (February 27th, 2018)

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of February 12, 2018, between CIBC Inc., 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 2018-C8 – AGREEMENT BETWEEN NOTE HOLDERS Dated as of December 27, 2017 by and between SOCIéTé GéNéRALE (Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder, Initial Note A-5 Holder, Initial Note A-6 Holder, Initial Note A-7 Holder and Initial Note A-8 Holder) and UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (Initial Note A-9 Holder, Initial Note A-10 Holder, Initial Note A-11 Holder, Initial Note A-12 Holder, Initial Note A-13 Holder, Initial Note A-14 Holder, Initial Note A-15 Holder and Initial Note A-16 Hold (February 27th, 2018)

THIS AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of December 27, 2017, by and among Société Générale (“SG”, together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), SG (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder”, SG (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-3, the “Initial Note A-3 Holder”), SG (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-4, the “Initial Note A-4 Holder”), SG (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-5, the “Initial Note A-5 Holder”), SG (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-6, the “Initial No

UBS Commercial Mortgage Trust 2018-C8 – AGREEMENT BETWEEN NOTE HOLDERS Dated as of February 27, 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), UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, (Initial Note A-2 Holder), UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (Initial Note A-3 Holder), UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (Initial Note A-4 Holder) and UBS AG, by and through its branch office at (February 27th, 2018)

This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of February 27, 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”) and UBS AG, New York Branch (together

UBS Commercial Mortgage Trust 2018-C8 – MORTGAGE LOAN PURCHASE AGREEMENT (February 27th, 2018)

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of February 12, 2018, between Cantor Commercial Real Estate Lending, L.P., 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 2018-C8 – AGREEMENT BETWEEN NOTE HOLDERS Dated as of February 27, 2018 by and between Société Générale (Initial Note A-1 Holder and Initial Note A-2 Holder) and BARCLAYS BANK PLC (Initial Note A-3 Holder) HOUSTON DISTRIBUTION CENTER (February 27th, 2018)

THIS AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of February 27, 2018 by and between Société Générale (“SG” and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), SG (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder”) and BARCLAYS BANK PLC (“Barclays”) (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-3, the “Initial Note A-3 Holder” and, together with the Initial Note A-1 Holder and the Initial Note A-2 Holder and the Initial Note A-3 Holder, the “Initial Note Holders”).

UBS Commercial Mortgage Trust 2018-C8 – 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 Holder) YORKSHIRE & LEXINGTON TOWERS (February 27th, 2018)

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

UBS Commercial Mortgage Trust 2018-C8 – UBS COMMERCIAL MORTGAGE SECURITIZATION CORP., as Depositor Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer (February 27th, 2018)

THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING CERTIFICATEHOLDER

UBS Commercial Mortgage Trust 2018-C8 – MORTGAGE LOAN PURCHASE AGREEMENT (February 27th, 2018)

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of February 12, 2018, between Barclays Bank PLC, 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 2018-C8 – MORTGAGE LOAN PURCHASE AGREEMENT (February 27th, 2018)

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of February 12, 2018, 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”).

UBS Commercial Mortgage Trust 2018-C8 – MORTGAGE LOAN PURCHASE AGREEMENT (February 27th, 2018)

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of February 12, 2018, 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”).

UBS Commercial Mortgage Trust 2018-C8 – 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 AMERICAS, NEW YORK, NEW YORK (Initial Note A-4 Holder, Initial Note A-5 Holder, Initial Note A-6 Holder, Initial Note A-7 Holder and Initial Note A-8 Holder) and NATIXIS REAL ESTATE CAPITAL LLC (Initial Note B Holder) UPPER EAST SIDE – YORKSHIRE TOWERS AND LEXINGTON TOWERS (February 27th, 2018)

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

UBS Commercial Mortgage Trust 2018-C8 – J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., as Depositor KEYBANK NATIONAL ASSOCIATION, as Master Servicer CWCAPITAL ASSET MANAGEMENT LLC, as Special Servicer WELLS FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and PENTALPHA SURVEILLANCE LLC, as Operating Advisor and as Asset Representations Reviewer POOLING AND SERVICING AGREEMENT Dated as of February 1, 2018 Benchmark 2018-B2 Mortgage Trust, Commercial Mortgage Pass-Through Certificates Series 2018-B2 (February 27th, 2018)

This Pooling and Servicing Agreement is dated and effective as of February 1, 2018, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.

UBS Commercial Mortgage Trust 2018-C8 – MORTGAGE LOAN PURCHASE AGREEMENT (February 27th, 2018)

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of February 12, 2018, 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”).

UBS Commercial Mortgage Trust 2018-C8 – MORTGAGE LOAN PURCHASE AGREEMENT (February 27th, 2018)

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of February 12, 2018, between Société Générale, 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 2018-C8 – UBS COMMERCIAL MORTGAGE SECURITIZATION CORP., as Depositor WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer, KEYBANK NATIONAL ASSOCIATION as Special Servicer (February 27th, 2018)

This Pooling and Servicing Agreement is dated and effective as of December 1, 2017, among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, KeyBank 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.

UBS Commercial Mortgage Trust 2018-C8 – PRIMARY SERVICING AGREEMENT UBS Commercial Mortgage Trust 2018-C8, Commercial Mortgage Pass-Through Certificates Series 2018-C8 Dated as of February 1, 2018 By and Between MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Master Servicer and BERKELEY POINT CAPITAL LLC Primary Servicer (February 27th, 2018)

THIS PRIMARY SERVICING AGREEMENT dated as of February 1, 2018 is between Midland Loan Services, a Division of PNC Bank, National Association (together with its successors and assigns permitted under the PSA, the “Master Servicer” or “Midland”), and Berkeley Point Capital LLC (together with its successors and permitted assigns hereunder, the “Primary Servicer”).

UBS Commercial Mortgage Trust 2018-C8 – CO-LENDER AGREEMENT Dated as of February 27, 2018 between TUEBOR TRS II LLC (Note A-1 Holder) and TUEBOR TRS II LLC (Note A-2 Holder) and TUEBOR TRS II LLC (Note A-3 Holder) and TUEBOR TRS II LLC (Note A-4 Holder) (February 27th, 2018)

THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of February 27, 2018, 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, TTRS, as the holder of Note A-2, TTRS as the holder of Note A-3 and TTRS, as the holder of Note A-4.

UBS Commercial Mortgage Trust 2018-C8 – CO-LENDER AGREEMENT Dated as of December 27, 2017 between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-1-1 Holder) and CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-1-2 Holder) and CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-1-3 Holder) and CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-1-4 Holder) and UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (Note A-2-1 Holder) and UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (Note A-2-2 Holder) and UBS AG, by and through its branch offi (February 27th, 2018)

THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of December 27, 2017, is between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., a Delaware limited partnership (“CCRE”), as the holder of the CCRE Notes (as defined below) and UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS”), as the holder of the UBS Notes (as defined below).