AGREEMENT BETWEEN NOTE HOLDERS Dated as of August 28, 2018 by and among Société Générale (Initial Note A-1 Holder) and Société Générale (Initial Note A-2 Holder) ASPECT RHG HOTEL PORTFOLIOAgreement Between Note Holders • August 28th, 2018 • UBS Commercial Mortgage Trust 2018-C12 • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of August 28, 2018 by and among 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”), and 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, together with the Initial Note A-1 Holder, the “Initial Note Holders”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • August 28th, 2018 • UBS Commercial Mortgage Trust 2018-C12 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of August 3, 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”).
CO-LENDER AGREEMENT Dated as of July 17, 2018 between RIALTO MORTGAGE FINANCE, LLC (Note A-1 Holder) and RIALTO MORTGAGE FINANCE, LLC (Note A-2 Holder) and RIALTO MORTGAGE FINANCE, LLC (Note A-3 Holder)Co-Lender Agreement • August 28th, 2018 • UBS Commercial Mortgage Trust 2018-C12 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of July 17, 2018, 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”), RMF, as the holder of Note A-2 (the “Initial Note A-2 Holder”) and RMF, as the holder of Note A-3 (the “Initial Note A-3 Holder”).
UBS COMMERCIAL MORTGAGE TRUST 2018-C12 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2018-C12 UNDERWRITING AGREEMENT As of August 3, 2018Underwriting Agreement • August 28th, 2018 • UBS Commercial Mortgage Trust 2018-C12 • Asset-backed securities • New York
UBS Commercial Mortgage Securitization Corp., a Delaware corporation (the “Depositor”), intends to issue its UBS Commercial Mortgage Trust 2018-C12, Commercial Mortgage Pass-Through Certificates, Series 2018-C12 (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, SG Americas Securities, LLC, Natixis Securities Americas LLC, Cantor Fitzgerald & Co., CIBC World Markets Corp., Drexel Hamilton, LLC and Academy Securities,
CO-LENDER AGREEMENT Dated as of August 24, 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-3-1 Holder) and...Lender Agreement • August 28th, 2018 • UBS Commercial Mortgage Trust 2018-C12 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of August 24, 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-3-1 (in such capacity, the “Note A-3-1 Holder”) and CCRE, as the holder of Note A-3-2 (in such capacity, the “Note A-3-2 Holder”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • August 28th, 2018 • UBS Commercial Mortgage Trust 2018-C12 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of August 3, 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”).
AGREEMENT AMONG NOTEHOLDERS Dated as of May 18, 2018 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 and Initial Note A-2 Holder) and ATHENE ANNUITY AND LIFE COMPANY, AN...Agreement Among Noteholders • August 28th, 2018 • UBS Commercial Mortgage Trust 2018-C12 • 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 May 21, 2018 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”) (the Initial Note A-1 Holder and the Initial Note A-2 Holder shall be referred to herein each as a “Initial Senior Noteholder” and collectively as the “Initial Senior Noteholders”), and Athene Annuity and Life Company (in its capacity as initial owner of Note B-1 (as defined herein), the “Initial Note B-1 Holder”), American Equity Investment Li
NATIXIS COMMERCIAL MORTGAGE SECURITIES LLC as Depositor, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Servicer and Special Servicer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as...Trust and Servicing Agreement • August 28th, 2018 • UBS Commercial Mortgage Trust 2018-C12 • Asset-backed securities • New York
THIS TRUST AND SERVICING AGREEMENT (“Agreement”) is dated as of May 23, 2018 among Natixis Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association, as Servicer and Special Servicer, Wells Fargo Bank National Association, as Certificate Administrator, and Wilmington Trust, National Association, as Trustee.
CO-LENDER AGREEMENT Dated as of May 23, 2018 by and between NATIXIS REAL ESTATE CAPITAL LLC (Initial Note A-1-A Holder) COLUMN FINANCIAL, INC. (Initial Note A-1-B Holder) CHINA MERCHANTS BANK CO., LTD. NEW YORK BRANCH (Initial Note A-1-C Holder)...Co-Lender Agreement • August 28th, 2018 • UBS Commercial Mortgage Trust 2018-C12 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of May 23, 2018, by and among NATIXIS REAL ESTATE CAPITAL LLC (“Natixis”, in its capacity as initial owner of Note A-1-A, the “Initial Note A-1-A Holder”, and in its capacity as the initial agent, the “Initial Agent”), COLUMN FINANCIAL, INC. (“Column”, in its capacity as initial owner of Note A-1-B, the “Initial Note A-1-B Holder”), CHINA MERCHANTS BANK CO., LTD. NEW YORK BRANCH (“CMBNY”, in its capacity as initial owner of Note A-1-C, the “Initial Note A-1-C Holder”), NATIXIS (in its capacity as initial owner of Note A-2-A-1, Note A-2-A-2, Note A-2-A-3, Note A-2-A-4, Note A-2-A-5 and Note A-2-A-6, the “Initial Note A-2-A Holder”), COLUMN (in its capacity as initial owner of Note A-2-B-1, Note A-2-B-2, Note A-2-B-3 and Note A-2-B-4, the “Initial Note A-2-B Holder”), CMBNY (in its capacity as initial owner of Note A-2-C-1, Note A-2-C-2-A and Note A-2-C-2-B, the “Initial Note A-2-C Holder”), NATIXIS (in its capacity as initial owner o
