AGREEMENT BETWEEN NOTE HOLDERS Dated as of December 19, 2016 by and between BARCLAYS BANK PLC (Initial Note A-1 Holder) and BARCLAYS BANK PLC (Initial Note A-2 Holder) MIDWEST INDUSTRIAL PORTFOLIOAgreement Between Note Holders • February 27th, 2017 • BBCMS Mortgage Trust 2017-C1 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of December 19, 2016, by and between BARCLAYS BANK PLC (“Barclays” 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”) and BARCLAYS BANK PLC (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 together with the Initial Note A-1, the “Initial Note Holders”).
BBCMS MORTGAGE TRUST 2017-C1 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-C1Underwriting Agreement • February 27th, 2017 • BBCMS Mortgage Trust 2017-C1 • Asset-backed securities • New York
Barclays Commercial Mortgage Securities LLC, a Delaware limited liability company (the “Depositor”), intends to issue its BBCMS Mortgage Trust 2017-C1, Commercial Mortgage Pass-Through Certificates, Series 2017-C1 (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 Barclays Capital Inc. (“Barclays Capital”), UBS Securities LLC (“UBS”) and Academy Securities, Inc. (“Academy” and, collectively with Barclays Capital and UBS, 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”) consisting of a segregated pool (the “Mortgage Pool”)
CO-LENDER AGREEMENT Dated as of February 3, 2017 between DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-1 Holder) and UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK (Note A-2 Holder)Lender Agreement • February 27th, 2017 • BBCMS Mortgage Trust 2017-C1 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of February 3, 2017, is between DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), a branch of Deutsche Bank AG, a German Bank, having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as the holder of Note A-1, and UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG, New York Branch”), as the holder of Note A-2.
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, Special Servicer, Park Bridge Lender...Pooling and Servicing Agreement • February 27th, 2017 • BBCMS Mortgage Trust 2017-C1 • 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
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • February 27th, 2017 • BBCMS Mortgage Trust 2017-C1 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of February 1, 2017, 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 Barclays Commercial Mortgage Securities LLC, as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • February 27th, 2017 • BBCMS Mortgage Trust 2017-C1 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of February 1, 2017, between Barclays Bank PLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and Barclays Commercial Mortgage Securities LLC, as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
AGREEMENT AMONG NOTEHOLDERS Dated as of January 11, 2017, by and among BARCLAYS BANK PLC, (Initial Note A-1 Holder) and BARCLAYS BANK PLC, (Initial Note A-2 Holder) 1166 Avenue of the AmericasAgreement Among Noteholders • February 27th, 2017 • BBCMS Mortgage Trust 2017-C1 • Asset-backed securities • New York
AGREEMENT AMONG NOTEHOLDERS Dated as of January 11, 2017, by and among BARCLAYS BANK PLC, (Initial Note A-1 Holder) BARCLAYS BANK PLC, (Initial Note A-2 Holder) And BARCLAYS BANK PLC (Initial Junior Noteholder) 1166 Avenue of the AmericasAgreement Among Noteholders • February 27th, 2017 • BBCMS Mortgage Trust 2017-C1 • Asset-backed securities • New York
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • February 27th, 2017 • BBCMS Mortgage Trust 2017-C1 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of February 1, 2017, 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 Barclays Commercial Mortgage Securities LLC, as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
