EX-99.1 18 exh99-1ubsag.htm MORTGAGE LOAN PURCHASE AGREEMENT, DATED MARCH 27, 2019

Exhibit 99.1

 

EXECUTION VERSION

 

MORTGAGE LOAN PURCHASE AGREEMENT

 

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of March 27, 2019, 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”).

 

RECITALS

 

The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial and multifamily mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”).

 

The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial and/or multifamily mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of April 1, 2019 (the “Pooling and Servicing Agreement”), between UBS Commercial Mortgage Securitization Corp., as depositor (the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and as special servicer (in such capacity, the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator, as custodian (in such capacity, the “Custodian”) and as trustee (in such capacity, the “Trustee”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder.

 

The Purchaser intends to sell the Registered Certificates to UBS Securities LLC (“UBS Securities”), Morgan Stanley & Co. LLC (“MSC”), Drexel Hamilton, LLC (“Drexel”), Brean Capital, LLC (“Brean”) and Academy Securities, Inc. (“Academy” and, collectively in such capacity, the “Underwriters”) pursuant to an underwriting agreement, dated as of the date

 

 

hereof (the “Underwriting Agreement”), between the Purchaser, UBS AG, by and through its New York branch office at 1285 Avenue of the Americas, New York, New York and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to UBS Securities, MSC, Drexel, Brean and Academy (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, UBS AG, by and through its New York branch office at 1285 Avenue of the Americas, New York, New York and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated March 28, 2019 (together with all annexes and exhibits thereto, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated March 28, 2019 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter.

 

The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated March 20, 2019, relating to the Registered Certificates (together with all annexes and exhibits thereto), as amended and supplemented by that certain supplement to the preliminary prospectus, dated March 21, 2019 (collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated March 20, 2019, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), between the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

 

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties agree as follows:

 

Section 1.       Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on April 16, 2019 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $419,904,949, subject to a variance of plus or minus 5%. The purchase price for the Mortgage Loans shall be an amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

 

Section 2.       Conveyance of the Mortgage Loans. (a) Effective as of the Closing Date, subject only to receipt of the purchase price referred to in Section 1 hereof and the

 

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satisfaction of the other conditions to the Mortgage Loan Seller’s obligations set forth herein, the Mortgage Loan Seller does hereby sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, all of the right, title and interest of the Mortgage Loan Seller in, to and under the Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files, with the understanding that a servicing rights purchase and sale agreement or comparable agreement may be executed by the Mortgage Loan Seller and the Master Servicer. Such assignment includes all scheduled payments of principal and interest under and proceeds of the Mortgage Loans received after their respective Cut-off Dates (other than scheduled payments of interest and principal due on or before their respective Cut-off Dates, which shall belong and be promptly remitted to the Mortgage Loan Seller) together with all documents delivered or caused to be delivered hereunder with respect to such Mortgage Loans by the Mortgage Loan Seller (including all documents included in the related Mortgage Files and Servicing Files and any other documents required to be delivered by the Mortgage Loan Seller under Sections 2.01(b) and (c) of the Pooling and Servicing Agreement). The Purchaser shall be entitled to receive all scheduled payments of principal and interest due on the Mortgage Loans after their respective Cut-off Dates, and all other recoveries of principal and interest collected thereon after their respective Cut-off Dates (other than scheduled payments of principal and interest due on the Mortgage Loans on or before their respective Cut-off Dates and collected after such respective Cut-off Dates or, in the case of Qualified Substitute Mortgage Loans (if any), due on or prior to the related date of substitution and collected after such date, in each case, which shall belong to the Mortgage Loan Seller).

 

After the Mortgage Loan Seller’s transfer of the Mortgage Loans to the Purchaser, as provided herein, the Mortgage Loan Seller shall not take any action inconsistent with the Purchaser’s ownership of the Mortgage Loans. Except for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions that the Mortgage Loan Seller is expressly permitted to complete subsequent to the Closing Date, the Mortgage Loan Seller shall, on or before the Closing Date, take all actions required under applicable law to effectuate the transfer of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser.

 

(b)       The conveyance of the Mortgage Loans and the related rights and property accomplished hereby is intended by the parties hereto to constitute a sale by the Mortgage Loan Seller of all the Mortgage Loan Seller’s right, title and interest in and to such Mortgage Loans and such other related rights and property by the Mortgage Loan Seller to the Purchaser. Furthermore, it is not intended that such conveyance be a pledge of security for a loan. If such conveyance is determined to be a pledge of security for a loan, however, then: (i) this Agreement shall constitute a security agreement under applicable law; (ii) the Mortgage Loan Seller shall be deemed to have granted to the Purchaser, and in any event, the Mortgage Loan Seller hereby grants to the Purchaser, a first priority security interest in all of the Mortgage Loan Seller’s right, title and interest, whether now owned or hereafter acquired, in and to (1) the Mortgage Loans, (2) all documents included in the related Mortgage Files and Servicing Files, (3) all scheduled payments of principal and interest due on the Mortgage Loans after their respective Cut-off Dates, and (4) all other recoveries of principal and interest collected thereon after their respective Cut-off Dates (other than scheduled payments of principal and interest due on the Mortgage Loans on or before their respective Cut-off Dates and collected after such respective Cut-off Dates or, in the case of Qualified Substitute Mortgage Loans (if any), due on

 

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or prior to the related date of substitution and collected after such date); (iii) the assignment by the Purchaser to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (iv) the possession by the Purchaser (or the Custodian) of the Mortgage Notes with respect to the Mortgage Loans subject hereto from time to time and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by a purchaser or person designated by such secured party for the purpose of perfecting such security interest under applicable law (notwithstanding the foregoing, the Mortgage Loan Seller makes no representation or warranty as to perfection of any such security interest); and (v) notifications to, and acknowledgments, receipts or confirmations from, Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Mortgage Loan Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement.

 

(c)       In connection with the Mortgage Loan Seller’s assignment pursuant to Section 2(a) above, the Mortgage Loan Seller, at its expense, shall deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian, subject to the provisions of Section 2.01(i) of the Pooling and Servicing Agreement with respect to any Servicing Shift Whole Loan, (x) on or before the Closing Date, the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause (i) of the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage File”) and (y) on or before the date that is forty-five (45) days following the Closing Date (or such later date as may be provided under Sections 2.01(b) or (c) of the Pooling and Servicing Agreement with respect to any item), the remainder of the Mortgage File for each Mortgage Loan and, except in the case of a Mortgage Loan that is part of a Non-Serviced Whole Loan as of the Closing Date (which delivery shall be subject to clauses (e) and (f) in the proviso of the definition of “Mortgage File”), any other items required to be delivered or deposited by the Mortgage Loan Seller under Sections 2.01(b) and (c) of the Pooling and Servicing Agreement (other than amounts from reserve accounts and originals of letters of credit, which shall be transferred to the Master Servicer) for each Mortgage Loan, and shall take such other actions and pay such costs with respect to the Mortgage Loans as may be required under Sections 2.01(b) and (c) of the Pooling and Servicing Agreement.

 

(d)       In addition, on or prior to the Closing Date, Seller, at its expense, shall deliver to each of the Master Servicer and the Special Servicer five (5) limited powers of attorney in favor of the Master Servicer and the Special Servicer in accordance with Section 2.02(h) of the Pooling and Servicing Agreement to empower the Master Servicer and the Special Servicer to sign and/or deliver to a third-party for submission, at the expense of Seller, any mortgage loan documents required to be recorded as described in Section 2.01 of the Pooling and Servicing Agreement and any intervening assignments with evidence of recording thereon that are required to be included in the Mortgage Files (so long as original counterparts have

 

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previously been delivered to the Trustee (or the Custodian on its behalf)); provided that if the Seller fails to promptly pay the Master Servicer or the Special Servicer the expenses associated with recording documents as provided in this sentence, then such expenses shall be payable out of the Trust (it being understood for the avoidance of doubt that the Seller will nonetheless remain responsible for reimbursing the Trust for such expenses). The Seller agrees to reasonably cooperate with the Master Servicer and the Special Servicer in connection with any additional powers of attorney or revisions thereto that are requested by the Master Servicer and the Special Servicer for purposes of such recordation. No such power of attorney shall be used with respect to any Mortgage Loan except to the extent that the absence of a document described in the second preceding sentence with respect to such Mortgage Loan remains unremedied as of the date on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan or at the time required for enforcement by the Trust. The Master Servicer and the Special Servicer shall submit such documents for recording, at Seller’s expense, after the date set forth above; provided that the Master Servicer and the Special Servicer shall not submit such assignments for recording if Seller produces evidence that it or a third-party on its behalf has sent any such assignment for recording and certifies that Seller is awaiting its return from the applicable recording office.

 

(e)       In accordance with Section 2.01(b) of the Pooling and Servicing Agreement, with respect to the delivery of a letter of credit in the manner described in clause (A) of clause (xii) of the definition of “Mortgage File”, the Mortgage Loan Seller shall be deemed to have satisfied the delivery requirements of this Agreement and the Pooling and Servicing Agreement by delivering to the Custodian within ten (10) Business Days following the Closing Date with respect to any such letter(s) of credit a copy of such letter of credit, the transfer documentation and such transmittal communication to the issuing bank indicating that such document has been delivered to the issuing bank for reissuance. If a letter of credit is not in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents, the Mortgage Loan Seller shall deliver copies of the appropriate transfer or assignment documents to the Custodian promptly following receipt of written notification thereof. If not otherwise paid by the related Mortgagor, the Mortgage Loan Seller shall pay any transfer fee required in order to transfer the beneficiary’s interest from such Mortgage Loan Seller to Master Servicer on behalf of the Trust as required hereunder and shall cooperate with the reasonable requests of the Master Servicer in connection with effectuating a draw under any such letter of credit prior to the date such letter of credit is reissued to the Master Servicer on behalf of the Trust.

 

With respect to letters of credit delivered in accordance with subclause (B) of clause (xii) of the definition of “Mortgage File”, within sixty (60) days of the Closing Date or such shorter period as is required by the terms of such letter of credit or other applicable Mortgage Loan documents, the Mortgage Loan Seller shall notify the bank issuing the letter of credit that the Master Servicer on behalf of the Trustee shall be the beneficiary under such letter of credit.

 

(f)       In addition, with respect to the Mortgage Loans secured by the Mortgaged Properties identified as Trumbull and Porter Hotel – Detroit, Holiday Inn - Battle Creek and Country Inn - Smithfield, on the Mortgage Loan Schedule, each of which is subject to a franchise agreement with a related comfort letter in favor of the Mortgage Loan Seller that requires notice

 

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to or request of the related franchisor to transfer or assign any related comfort letter to the Trustee for the benefit of the Certificateholders or otherwise have a new comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders, the Mortgage Loan Seller or its designee shall, within forty-five (45) days of the Closing Date (or any shorter period if required by the applicable comfort letter), provide any such required notice to or make any such required request of the related franchisor (with a copy to the Master Servicer).

 

(g)       In connection with the Mortgage Loan Seller’s assignment pursuant to Section 2(a) above, the Mortgage Loan Seller, at its expense, shall deliver to and deposit with, or cause to be delivered to and deposited with, or make available to, the Master Servicer in accordance with Section 2.01(d) of the Pooling and Servicing Agreement, the following items: (i) within the timeframes for delivery set forth in Section 2(c) above, a copy of the Mortgage File for each Mortgage Loan (except that copies of instruments of assignment will be delivered by the Custodian when the originals are returned or delivered, as applicable, to it in accordance with the requirements of Section 2.01(b) of the Pooling and Servicing Agreement); (ii) within the timeframe for delivery set forth in Section 2.01(d) of the Pooling and Servicing Agreement, and except in the case of a Mortgage Loan that is part of a Non-Serviced Whole Loan, originals or copies of all financial statements, appraisals, environmental reports, engineering reports, Insurance Policies, certificates, guaranty/indemnity agreements, property inspection reports, escrow analysis, tax bills, third-party management agreements, asset summary and financial information on the borrower/sponsor and any guarantor (including, without limitation, any operating statements), in each case relating to the origination and servicing of any Mortgage Loan or related Serviced Whole Loan that are reasonably necessary for the ongoing administration and/or servicing of the applicable Mortgage Loan or Serviced Whole Loan in the possession or under the control of the Mortgage Loan Seller that relate to the Mortgage Loans or related Serviced Whole Loan(s) (provided that the Mortgage Loan Seller shall not be required to deliver any attorney-client privileged communication, draft documents or any documents or materials prepared by it or its Affiliates for internal uses, including without limitation, credit committee briefs or memoranda, credit underwriting or other analysis or data and other internal approval documents); and (iii) within three (3) Business Days after the Closing Date, all unapplied reserve funds and Escrow Payments in the possession or under the control of the Mortgage Loan Seller that relate to the Mortgage Loans (other than any Non-Serviced Whole Loans). In addition, not later than the Closing Date, the Mortgage Loan Seller shall provide to the Master Servicer the initial data with respect to each Mortgage Loan that is necessary for the preparation of the initial CREFC® Financial File and initial CREFC® Loan Periodic Update File required to be delivered by the Master Servicer under the Pooling and Servicing Agreement.

 

(h)       Under generally accepted accounting principles (“GAAP”) and for federal income tax purposes, the Mortgage Loan Seller shall report its transfer of the Mortgage Loans to the Purchaser, as provided herein, as a sale of the Mortgage Loans to the Purchaser in exchange for the consideration specified in Section 1 hereof. In connection with the foregoing, the Mortgage Loan Seller shall cause all of its records to reflect such transfer as a sale (as opposed to a secured loan) and to reflect that the Mortgage Loans are no longer property of the Mortgage Loan Seller. In no event shall the Mortgage Loan Seller take any action that is inconsistent with the Trust’s ownership of each Mortgage Loan following the Closing Date.

 

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(i)        The Mortgage Loan Schedule, as it may be amended from time to time, shall conform to the requirements set forth in the Pooling and Servicing Agreement (except with respect to the Administrative Cost Rate). The Mortgage Loan Seller shall, within fifteen (15) days of its discovery or receipt of notice of any error on the Mortgage Loan Schedule, amend such Mortgage Loan Schedule and deliver to the Purchaser or the Trustee, as the case may be, an amended Mortgage Loan Schedule; provided that this sentence shall not be construed to relieve the Mortgage Loan Seller of any liability for any related Breach or to shorten the period available to the Mortgage Loan Seller with respect to the cure, repurchase or substitution provisions with respect to a Material Defect set forth in Section 5.

 

(j)        Notwithstanding anything to the contrary, the Purchaser and the Mortgage Loan Seller hereby acknowledge and agree that with respect to each Mortgage Loan subject to defeasance on the Mortgage Loan Schedule, the Mortgage Loan Seller has transferred to a third-party or has retained the right of the lender under the Mortgage Loan documents to receive a percentage of the economic benefit associated with the ownership of the successor borrower, to designate and/or establish the successor borrower and/or to purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral, in each case if there is a defeasance of such Mortgage Loan (any such right or obligation, “Seller Defeasance Rights and Obligations”). The Purchaser shall cause the Pooling and Servicing Agreement to provide that: (i) if the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan, which such Mortgage Loan provides for Seller Defeasance Rights and Obligations in the related Mortgage Loan documents, then the Master Servicer shall provide, within five (5) Business Days of receipt of such notice, written notice of such defeasance request to the Mortgage Loan Seller or its assignee; and (ii) until such time as the Mortgage Loan Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Seller Defeasance Rights and Obligations shall be delivered to the Mortgage Loan Seller pursuant to the notice provisions of the Pooling and Servicing Agreement.

 

Section 3.       Examination of Mortgage Loan Files and Due Diligence Review. The Mortgage Loan Seller shall reasonably cooperate with any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans, that may be undertaken by or on behalf of the Purchaser on or before the Closing Date. The fact that the Purchaser has conducted or has failed to conduct any partial or complete examination of any of the Mortgage Files for, and/or any of such other documents and records relating to, the Mortgage Loans, shall not affect the Purchaser’s right to pursue any remedy available in equity or at law for a breach of the Mortgage Loan Seller’s representations and warranties made pursuant to Section 4, except as expressly set forth in Section 5.

 

Section 4.       Representations, Warranties and Covenants of the Mortgage Loan Seller and the Purchaser.   (a) The Mortgage Loan Seller hereby makes, as of the date hereof (and, in connection with any replacement of a Defective Loan (as defined in Section 4(f) hereof) with one or more Qualified Substitute Mortgage Loans (also as defined in Section 4(f) hereof), pursuant to Section 5(a) hereof, as of the related date of substitution), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit B-1. The Purchaser hereby makes, as of the date hereof, to and for the benefit of the Mortgage Loan Seller, each of the representations and warranties set forth in Exhibit B-2.

 

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(b)       The Mortgage Loan Seller hereby makes, as of the date hereof (or as of such other date specifically provided in the particular representation or warranty), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit C, subject to the exceptions set forth in Schedule C. The Mortgage Loan Seller is also referred to herein as the “Responsible Repurchase Party”.

 

(c)       The Mortgage Loan Seller hereby represents and warrants, as of the date hereof, to and for the benefit of the Purchaser only, that the Mortgage Loan Seller has not dealt with any broker, investment banker, agent or other person (other than the Depositor or an affiliate thereof, the Underwriters and the Initial Purchasers) who may be entitled to any commission or compensation in connection with the sale to the Purchaser of the Mortgage Loans.

 

(d)       The Mortgage Loan Seller hereby represents and warrants that, with respect to the Mortgage Loans and the Mortgage Loan Seller’s role as “originator” for purposes of Regulation AB (or the role of any third-party as “originator” of any Mortgage Loan for which the Mortgage Loan Seller was not the “originator” for purposes of Regulation AB) and “sponsor” for purposes of Regulation AB in connection with the issuance of the Registered Certificates, the information regarding the Mortgage Loans, the related Mortgagors, the related Mortgaged Properties and/or the Mortgage Loan Seller contained in each of the Preliminary Prospectus and the Prospectus complies in all material respects with the applicable disclosure requirements of Regulation AB as in effect on the date hereof and for which compliance is required as of the date hereof. As used herein, “Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may be amended from time to time, and subject to such clarification and interpretation as have been or may hereafter be from time to time provided by the Securities and Exchange Commission (the “Commission”) or by the staff of the Commission, in each case as effective from time to time as of the compliance dates specified therein. Notwithstanding anything herein to the contrary, this Section 4(d) shall run exclusively to the benefit of the Purchaser and no other party.

 

(e)       With respect to each Servicing Function Participant that services a Mortgage Loan as of the Closing Date, the Mortgage Loan Seller either (i) represents and warrants that as of the date hereof such Servicing Function Participant is expected to be an Initial Sub-Servicer under the Pooling and Servicing Agreement or (ii) (A) represents and warrants that it has caused such Servicing Function Participant to be required to comply, as evidenced by written documentation between such Servicing Function Participant and the Mortgage Loan Seller, with all reporting requirements set forth in Article XI of the Pooling and Servicing Agreement (including but not limited to the indemnification of each Certification Party from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments any other costs, fees and expenses incurred by such Certification Party arising out of the delivery of any Deficient Exchange Act Deliverable) applicable to such Servicing Function Participant for the Mortgage Loans and (B) covenants with the Purchaser that, for so long as the Trust is subject to the reporting requirements of the Exchange Act, it shall cause such Servicing Function Participant that services a Mortgage Loan as of the Closing Date to be required to comply with all reporting requirements set forth therein.

 

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(f)        The Responsible Repurchase Party hereby agrees that it shall be deemed to make to and for the benefit of the Purchaser, as of the date of any substitution, with respect to any replacement Mortgage Loan (a “Qualified Substitute Mortgage Loan”) that is substituted for a Defective Loan by the Responsible Repurchase Party pursuant to Section 5(a) of this Agreement, each of the representations and warranties set forth in Exhibit C to this Agreement. For purposes of the representations and warranties set forth in Exhibit C, representations and warranties made as of the Closing Date or as of the Cut-off Date shall, in the case of a Qualified Substitute Mortgage Loan, be made as of the date of substitution. From and after the date of substitution, each Qualified Substitute Mortgage Loan, if any, shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes. A “Defective Loan” is any Mortgage Loan as to which there is an unremedied Material Defect.

 

(g)       Except for the agreed-upon procedures report obtained from the accounting firm engaged to perform procedures involving a comparison of information in loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans (such report, the “Accountants’ Due Diligence Report”), the Mortgage Loan Seller has not obtained (and, through and including the Closing Date, will not obtain without the consent of the Purchaser) any “third-party due diligence report” (as defined in Rule 15Ga-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 15Ga-2”)) in connection with the securitization transaction contemplated herein and in the Prospectus and Private Placement Memorandum and, except for the accountants with respect to the Accountants’ Due Diligence Report, the Mortgage Loan Seller has not employed (and, through and including the Closing Date, will not employ without the consent of the Purchaser) any third-party to engage in any activity that constitutes “due diligence services” within the meaning of Rule 17g-10 under the Exchange Act in connection with the transactions contemplated herein and in the Prospectus and Private Placement Memorandum. The Underwriters and Initial Purchasers are third-party beneficiaries of the provisions set forth in this Section 4(g).

 

(h)       Within sixty (60) days after the Closing Date, the Mortgage Loan Seller shall deliver or cause to be delivered an electronic copy of the Diligence File for each Mortgage Loan to the Depositor by uploading such Diligence File to the Designated Site, each such Diligence File being organized and categorized in accordance with the electronic file structure reasonably agreed to by the Depositor and the Mortgage Loan Seller. The Mortgage Loan Seller may, without any obligation to do so, include in the Diligence File for any Mortgage Loan any additional documents or information that the Mortgage Loan Seller believes should be included to enable the Asset Representations Reviewer to perform an Asset Review on such Mortgage Loan; provided that such documents or information are clearly labeled and identified.

 

(i)        Within sixty (60) days after the Closing Date, the Mortgage Loan Seller shall provide the Depositor (with a copy (which may be sent by e-mail) to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder, the Asset Representations Reviewer and the Operating Advisor) a certificate substantially in the form of Exhibit E (which may be sent by e-mail).

 

(j)        If, as part of an Asset Review of a Mortgage Loan, the Asset Representations Reviewer determines it is missing any document that is required to be part of the Review Materials for such Mortgage Loan and that is necessary in connection with its

 

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completion of the Asset Review, then, upon written request of the Asset Representations Reviewer, the Mortgage Loan Seller shall provide to the Asset Representations Reviewer, within ten (10) Business Days of receipt of such written request, any such document; provided, however, that the Mortgage Loan Seller shall be required to deliver such missing document only to the extent that such document is in the possession of the Mortgage Loan Seller, but in any event excluding any documents that contain information that is proprietary to the related originator or the Mortgage Loan Seller or any draft documents or privileged or internal communications.

 

(k)       Upon the completion of an Asset Review with respect to each Mortgage Loan in accordance with the Pooling and Servicing Agreement and receipt of a written invoice from the Asset Representations Reviewer, the Mortgage Loan Seller shall pay the Asset Representations Reviewer Asset Review Fee for the Mortgage Loans subject to that Asset Review within forty-five (45) days of receipt of such written invoice from the Asset Representations Reviewer.

 

(l)        The Mortgage Loan Seller acknowledges and agrees that in the event an Enforcing Party elects a dispute resolution method pursuant to Section 2.03 of the Pooling and Servicing Agreement, the Mortgage Loan Seller shall abide by the selected dispute resolution method and otherwise comply with the terms and provisions set forth in the Pooling and Servicing Agreement (including the exhibits thereto) related to such dispute resolution method.

 

(m)      The Mortgage Loan Seller shall indemnify and hold harmless the Purchaser against any and all expenses, losses, claims, damages and other liabilities, including, without limitation, the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of or based upon any failure by the Mortgage Loan Seller to (A) pay the fees described under Section 4(k) above within ninety (90) days of receipt of the written invoice by the Asset Representations Reviewer or (B) within sixty (60) days of the Closing Date (or such later date specified herein or in the Pooling and Servicing Agreement), provide all documents required to be delivered by it pursuant to Section 4(h) of this Agreement and under the definition of “Diligence File” in the Pooling and Servicing Agreement.

 

(n)       The Mortgage Loan Seller covenants with the Purchaser that if, on or prior to the later of (i) the ninetieth (90th) day following the Closing Date and (ii) the date upon which all Certificates have been sold to parties unaffiliated with the Depositor, as a result of the occurrence of any event that occurred prior to the Closing Date with respect to the Mortgage Loans or the Mortgage Loan Seller (and the Mortgage Loan Seller hereby covenants to promptly notify the Depositor, the Underwriters and the Initial Purchasers of the occurrence of any such event to the extent it has knowledge thereof), an amendment or supplement to the Prospectus or Private Placement Memorandum with respect to any information regarding the Mortgage Loans or the Mortgage Loan Seller, is necessary to be delivered in connection with sales of the Certificates by the Underwriters, the Initial Purchasers or a dealer, in order to correct any untrue statement of a material fact or any omission to state a material fact required to be stated therein (solely in the case of the Prospectus) or necessary to make the statements therein, in the light of the circumstances when the Prospectus or Private Placement Memorandum is delivered to a purchaser, not misleading, or an amendment or supplement to the Prospectus or Private Placement Memorandum with respect to any information regarding the Mortgage Loans or the

 

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Mortgage Loan Seller, is necessary to comply with applicable law, the Mortgage Loan Seller shall do all things necessary (or, with respect to information relating to the Mortgage Loans, provide all information in its possession) to assist the Depositor to prepare and furnish, at the expense of the Mortgage Loan Seller (to the extent that such amendment or supplement relates to the Mortgage Loan Seller, the Mortgage Loans and/or any information describing the same, as provided by the Mortgage Loan Seller), to the Underwriters and Initial Purchasers such amendments or supplements to the Prospectus or Private Placement Memorandum as may be necessary, so that the statements in the Prospectus or Private Placement Memorandum as so amended or supplemented with respect to any information regarding the Mortgage Loans or the Mortgage Loan Seller, will not so contain an untrue statement of material fact or omit to state a material fact required to be stated therein (solely in the case of the Prospectus) or necessary to make the statements therein, in the light of the circumstances when the Prospectus or Private Placement Memorandum is delivered to a purchaser, not misleading or so that the Prospectus or Private Placement Memorandum (as so annexed or supplemented) with respect to any information regarding the Mortgage Loans or the Mortgage Loan Seller, will not so fail to comply with applicable law. Notwithstanding the foregoing, the Mortgage Loan Seller shall have no affirmative obligation to monitor the performance of the Mortgage Loans or any changes in condition or circumstance of any Mortgaged Property, Mortgagor, guarantor or any of their Affiliates after the Closing Date in connection with its obligations under this Section 4(n). The Underwriters and Initial Purchasers are third-party beneficiaries of the provisions set forth in this Section 4(n).

 

Section 5.       Notice of Breach; Cure, Repurchase and Substitution. (a) The Mortgage Loan Seller shall, not later than ninety (90) days after (i) except in the case of the succeeding clause (ii), the Mortgage Loan Seller’s receipt of notice from any party to the Pooling and Servicing Agreement of or, if earlier, the Mortgage Loan Seller’s discovery of, a Material Defect or (ii) in the case of a Material Defect relating to a Mortgage Loan not being a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage, the earlier of (x) the discovery by the Mortgage Loan Seller or any party to the Pooling and Servicing Agreement of such Material Defect and (y) receipt of notice of the Material Defect from any party to the Pooling and Servicing Agreement (such ninety (90) day period, the “Initial Cure Period”), (A) cure such Material Defect in all material respects, at the Mortgage Loan Seller’s own expense, including reimbursement of any related reasonable additional expenses of the Trust reasonably incurred by any party to the Pooling and Servicing Agreement, (B) repurchase the affected Mortgage Loan or REO Loan (excluding any related Companion Loan, if applicable), at the applicable Purchase Price and in conformity with this Agreement and Section 2.03 of the Pooling and Servicing Agreement or (C) substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted) for such affected Mortgage Loan or REO Loan (provided that in no event shall any such substitution occur on or after the second anniversary of the Closing Date) and pay the Master Servicer for deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith and in conformity with this Agreement and Section 2.03 of the Pooling and Servicing Agreement; provided, however, that except with respect to a Material Defect resulting solely from the failure by the Mortgage Loan Seller to deliver to the Trustee or Custodian the actual policy of lender’s title insurance required pursuant to clause (viii) of the definition of Mortgage File by a date not later than eighteen (18) months following the Closing

 

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Date, if such Material Defect is capable of being cured but is not cured within the Initial Cure Period, and the Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect within the Initial Cure Period, the Mortgage Loan Seller shall have an additional ninety (90) days commencing immediately upon the expiration of the Initial Cure Period (such additional ninety (90) day period, the “Extended Cure Period”) to complete such cure (or, failing such cure, to repurchase the related Mortgage Loan or REO Loan (excluding any related Companion Loan, if applicable) or substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted)); provided, further, that with respect to such Extended Cure Period the Mortgage Loan Seller has delivered an officer’s certificate to the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor and (with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder, setting forth the reason such Material Defect is not capable of being cured within the Initial Cure Period and what actions the Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that the Mortgage Loan Seller anticipates that such Material Defect will be cured within the Extended Cure Period; and provided, further, that, if any such Material Defect is not cured after the Initial Cure Period and any such Extended Cure Period solely due to the failure of the Mortgage Loan Seller to have received the recorded document, then the Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase and/or substitution obligations in respect of such Material Defect until eighteen (18) months after the Closing Date so long as the Mortgage Loan Seller certifies to the Trustee, the Master Servicer, the Special Servicer and the Certificate Administrator no less than every ninety (90) days, beginning at the end of such Extended Cure Period, that the Material Defect is still in effect solely because of its failure to have received the recorded document and that the Mortgage Loan Seller is diligently pursuing the cure of such Material Defect (specifying the actions being taken). Notwithstanding the foregoing, any Defect or Breach that causes any Mortgage Loan not to be a “qualified mortgage” (within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G 2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage) shall be deemed to materially and adversely affect the interests of Certificateholders therein, and (subject to the Mortgage Loan Seller’s right to cure such Defect or Breach during the Initial Cure Period) such Mortgage Loan shall be repurchased or substituted for without regard to the Extended Cure Period described in the preceding sentence. If the affected Mortgage Loan is to be repurchased, the funds in the amount of the Purchase Price remitted by the Mortgage Loan Seller are to be remitted by wire transfer to the Master Servicer for deposit into the Collection Account. Any such repurchase or substitution of a Mortgage Loan shall be on a whole loan, servicing released basis.

 

If the Mortgage Loan Seller, in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan agrees to a Loss of Value Payment, pursuant to any agreement or a settlement between the Mortgage Loan Seller and the Special Servicer on behalf of the Trust (and, for so long as no Control Termination Event has occurred and is continuing and in respect of any Mortgage Loan that is not an Excluded Loan, with the consent of the Directing Certificateholder) with respect to such Mortgage Loan, the amount of such Loss of Value Payment shall be remitted by wire transfer to the Special Servicer for deposit into the Loss of Value Reserve Fund. The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment and the portion of fees of the Asset Representations Reviewer payable pursuant to

 

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Section 4(k) above attributable to the Asset Review of such Mortgage Loan and not previously paid by the Mortgage Loan Seller. If such Loss of Value Payment is made, the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders and the Trustee on their behalf regarding any such Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase or substitute for the affected Mortgage Loan based on such Material Defect under any circumstances. This paragraph is intended to apply only to a mutual agreement or settlement between the Mortgage Loan Seller and the Special Servicer on behalf of the Trust. The following terms shall apply to any Loss of Value Payment: (i) prior to any such agreement or settlement between the Mortgage Loan Seller and the Special Servicer nothing in this paragraph shall preclude the Mortgage Loan Seller, the Master Servicer or the Special Servicer, as applicable, from exercising any of its rights related to a Material Defect in the manner and timing set forth in this Agreement (excluding this paragraph) or the Pooling and Servicing Agreement (including any right to cure, repurchase or substitute for such Mortgage Loan), (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a Material Defect as a result of a Mortgage Loan not constituting a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a “qualified mortgage”) may not be cured by a Loss of Value Payment.

 

The Mortgage Loan Seller’s obligation to cure any Material Defect, repurchase or substitute for any affected Mortgage Loan or, if the Mortgage Loan Seller elects to make a Loss of Value Payment, to pay the Loss of Value Payment or other required payment pursuant to this Section 5 shall constitute the sole remedy available to the Purchaser in connection with a Material Defect; provided, however, that no limitation of remedy is implied with respect to the Mortgage Loan Seller’s breach of its obligation to cure, repurchase or substitute in accordance with the terms and conditions of this Agreement. It is acknowledged and agreed that the representations and warranties are being made for risk allocation purposes.

 

The remedies provided for in this subsection with respect to any Material Defect with respect to any Mortgage Loan shall also apply to the related REO Property before the sale of the related REO Property.

 

If any Breach that constitutes a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan document(s), then the Mortgage Loan Seller may cure such Breach within the applicable cure period (as the same may be extended) by reimbursing the Trust (by wire transfer of immediately available funds) for (i) the reasonable amount of any such costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust that are incurred as a result of such Breach and have not been reimbursed by the related Mortgagor and (ii) the amount of any fees payable pursuant to Section 4(k) above to the extent not previously paid by the Mortgage Loan Seller to the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan; provided that in the event any such costs and expenses exceed $10,000, the Mortgage Loan Seller shall have the option to either repurchase or substitute for the related Mortgage Loan as provided above or pay such costs and expenses. Except as provided in the proviso to the

 

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immediately preceding sentence, the Mortgage Loan Seller shall remit the amount of such costs and expenses to the Special Servicer for disbursement to the applicable Persons and upon its making such remittance, the Mortgage Loan Seller shall be deemed to have cured such Breach in all respects. To the extent any fees or expenses that are the subject of a cure by the Mortgage Loan Seller are subsequently obtained from the related Mortgagor, the portion of the cure payment made by the Mortgage Loan Seller equal to such fees or expenses obtained from the related Mortgagor shall promptly be returned to the Mortgage Loan Seller.

 

Notwithstanding anything contained in this Agreement or the Pooling and Servicing Agreement, a delay in either the discovery of a Material Defect or in providing notice of such Material Defect shall relieve the Mortgage Loan Seller of its obligation to cure, repurchase or substitute for the related Mortgage Loan under this Agreement if (i) the Mortgage Loan Seller did not otherwise discover or have knowledge of such Material Defect, (ii) such delay is a result of the failure by the Purchaser or any party to the Pooling and Servicing Agreement to provide prompt notice as required by the terms of this Agreement or the Pooling and Servicing Agreement after such party has actual knowledge of such Material Defect (it being understood that knowledge shall not be deemed to exist by reason of the Custodial Exception Report or possession of the Mortgage File), (iii) such Material Defect does not relate to the applicable Mortgage Loan not being a “qualified mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated as a qualified mortgage, and (iv) such delay precludes the Mortgage Loan Seller from curing such Material Defect. Notwithstanding anything contained in this Agreement, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a Mortgagor), healthcare facility, nursing home, assisted living facility, self-storage facility, theater or fitness center (operated by a Mortgagor), then the failure to deliver copies of the UCC financing statements with respect to such Mortgage Loan pursuant to Section 2 hereof shall not be a Material Defect.

 

If there is a Material Defect with respect to one or more Mortgaged Properties securing a Mortgage Loan, the Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan documents and the Mortgage Loan Seller provides an Opinion of Counsel to the effect that such release would not cause an Adverse REMIC Event and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.

 

(b)       Whenever one or more Qualified Substitute Mortgage Loans are substituted for a Defective Loan by the Responsible Repurchase Party as contemplated by this Section 5, upon direction by the Master Servicer or the Special Servicer, as applicable, the Responsible Repurchase Party shall deliver to the Custodian the related Mortgage File and a certification to the effect that such Qualified Substitute Mortgage Loan satisfies or such Qualified Substitute Mortgage Loans satisfy, as the case may be, all of the requirements of the definition of “Qualified Substitute Mortgage Loan” in the Pooling and Servicing Agreement. No mortgage loan may be substituted for a Defective Loan as contemplated by this Section 5 if the Mortgage Loan to be replaced was itself a Qualified Substitute Mortgage Loan, in which case,

 

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absent a cure of the relevant Material Defect, the affected Mortgage Loan will be required to be repurchased as contemplated hereby. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related date of substitution, and Periodic Payments due with respect to each corresponding Deleted Mortgage Loan (if any) after its respective Cut-off Date and on or prior to the related date of substitution, shall be part of the Trust Fund. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related date of substitution, and Periodic Payments due with respect to each corresponding Defective Loan that is purchased or repurchased, as the case may be, or replaced with one or more Qualified Substitute Mortgage Loans (any such Mortgage Loan, a “Deleted Mortgage Loan”) (if any) after the related date of substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the Responsible Repurchase Party promptly following receipt.

 

If any Mortgage Loan is to be repurchased or replaced as contemplated by this Section 5, upon direction by the Master Servicer or the Special Servicer, as applicable, the Mortgage Loan Seller shall amend the Mortgage Loan Schedule to reflect the removal of any Deleted Mortgage Loan and, if applicable, the substitution of the related Qualified Substitute Mortgage Loan(s) and deliver or cause the delivery of such amended Mortgage Loan Schedule to the parties to the Pooling and Servicing Agreement. Upon any substitution of one or more Qualified Substitute Mortgage Loans for a Deleted Mortgage Loan, such Qualified Substitute Mortgage Loan(s) shall become part of the Trust Fund and be subject to the terms of this Agreement in all respects.

 

If any Mortgage Loan that is part of a Crossed Mortgage Loan Group is required to be repurchased or substituted, the provisions of Section 2.03(h), Section 2.03(i) and Section 2.03(j) of the Pooling and Servicing Agreement shall apply.

 

(c)       The Responsible Repurchase Party shall be entitled, and the Purchaser shall cause the Pooling and Servicing Agreement to entitle the Responsible Repurchase Party, upon the date when the full amount of the Purchase Price or Substitution Shortfall Amount (as the case may be) for any Mortgage Loan repurchased or replaced as contemplated by this Section 5 has been deposited in the account designated therefor by the Trustee as the assignee of the Purchaser (or the Master Servicer on behalf of the Trustee) and, if applicable, receipt by the Trustee as the assignee of the Purchaser (or the Custodian) of the Mortgage File for each Qualified Substitute Mortgage Loan (if any) to be substituted for a Deleted Mortgage Loan, together with any certifications and/or opinions required pursuant to this Section 5 to be delivered by the Responsible Repurchase Party, to (i) a release of the Mortgage File and any other items required to be delivered by the Mortgage Loan Seller under Sections 2.01(b) and (c) of the Pooling and Servicing Agreement for the Deleted Mortgage Loan to the Responsible Repurchase Party or its designee, (ii) the execution and delivery of such instruments of release, transfer and/or assignment, in each case without recourse, as shall be prepared by the Responsible Repurchase Party and are reasonably necessary to vest in the Responsible Repurchase Party or its designee the legal and beneficial ownership of such Deleted Mortgage Loan (including property acquired in respect thereof and proceeds of any insurance policy with respect thereto), and (iii) the execution and delivery of notice to the affected Mortgagor of the retransfer of such Deleted Mortgage Loan. In connection with any such repurchase or substitution by the Responsible Repurchase Party, the Purchaser shall also cause the Pooling and

 

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Servicing Agreement to require each of the Master Servicer and the Special Servicer to deliver to the Responsible Repurchase Party or its designee, and the Responsible Repurchase Party or its designee shall be entitled to delivery from the Master Servicer and the Special Servicer of, any portion of the related Servicing File, together with any Escrow Payments, reserve funds and any other items required to be delivered by the Mortgage Loan Seller under Sections 2.01(b) and (c) of the Pooling and Servicing Agreement, held by or on behalf of the Master Servicer or the Special Servicer, as the case may be, with respect to the Deleted Mortgage Loan, in each case at the expense of the Responsible Repurchase Party.

 

(d)       [Reserved.]

 

(e)       The Mortgage Loan Seller acknowledges and agrees that the Purchaser shall have no liability to the Mortgage Loan Seller for any failure of the Mortgage Loan Seller or any other party to the Pooling and Servicing Agreement (other than the Purchaser itself) to perform its obligations provided for thereunder.

 

(f)        The Mortgage Loan Seller (to the extent it receives any request or demand, whether oral or written, that a Mortgage Loan be repurchased or replaced, whether arising from a Material Defect or other breach of a representation or warranty, such recipient a “Seller Request Recipient” and such request or demand, a “Repurchase Request”) agrees to provide to the Purchaser: (i) written notice of any Repurchase Request, which notice will specify if such Repurchase Request is a 15Ga-1 Notice; (ii) written notice of (A) the existence of any dispute regarding such Repurchase Request, whether written or oral, between such Seller Request Recipient and the Person making such Repurchase Request, (B) the expiration of any applicable Initial Cure Period, or, if applicable, any Extended Cure Period, (C) the withdrawal of such Repurchase Request by the Person making such Repurchase Request, (D) the rejection of such Repurchase Request by the Seller Request Recipient and (E) the repurchase or replacement of any Mortgage Loan pursuant to this Section 5 and Section 2.03 of the Pooling and Servicing Agreement; and (iii) upon reasonable request of the Purchaser (subject to Section 5(g)), such other information in the Seller Request Recipient’s possession as would be necessary to permit the Purchaser to comply with its obligations under Rule 15Ga-1 under the Exchange Act to disclose fulfilled and unfulfilled repurchase or replacement requests or demands of any Person relating to any Mortgage Loan or to comply with any other obligations applicable to it under law or regulation.

 

Each notice required to be delivered pursuant to this Section 5(f) may be delivered by electronic means. Each notice required to be delivered pursuant to clauses (i) and (ii) of the immediately preceding paragraph shall be given not later than the tenth (10th) Business Day after the event giving rise to the requirement for such notice and any information requested pursuant to clause (iii) of the immediately preceding paragraph shall be provided as promptly as practicable after such request is made. Each notice required to be delivered pursuant to clause (i) of the immediately preceding paragraph shall identify (a) the date on which such Repurchase Request was made, (b) the Mortgage Loan with respect to which such Repurchase Request was made, (c) the identity of the Person making such request, and (d) the basis, if any, asserted for such request by such Person. Each notice required to be delivered pursuant to clause (ii) of the immediately preceding paragraph shall identify (a) the date of such withdrawal, rejection, repurchase or replacement, or the date of the commencement of such dispute, as applicable, (b) if

 

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pertaining to a dispute, the nature of such dispute, (c) if pertaining to the expiration of an Initial Cure Period or an Extended Cure Period, the expiration date of such Initial Cure Period or, if applicable, an Extended Cure Period, (d) if pertaining to a withdrawal, the basis for such withdrawal given to the Seller Request Recipient or an indication that no basis was given by the Person withdrawing such Repurchase Request, (e) if pertaining to a rejection by the Seller Request Recipient, the basis for the Seller Request Recipient’s rejection and (f) if pertaining to a repurchase or replacement, the date of such repurchase or replacement.

 

(g)       Each of the Mortgage Loan Seller and the Purchaser acknowledge and agree that (i) a Repurchase Request Recipient under the Pooling and Servicing Agreement will not, in connection with providing the Mortgage Loan Seller or the Purchaser with any 15Ga-1 Notice under the Pooling and Servicing Agreement, be required to deliver any attorney-client privileged communication or any information protected by the attorney work product doctrine, (ii) any 15Ga-1 Notice delivered to the Mortgage Loan Seller or the Purchaser under the Pooling and Servicing Agreement is provided only to assist the Mortgage Loan Seller, the Purchaser and any of their respective Affiliates in complying with Rule 15Ga-1, Items 1104 and 1121 of Regulation AB and/or any other law or regulation, (iii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided to the Mortgage Loan Seller or the Purchaser pursuant to Section 2.02(g) of the Pooling and Servicing Agreement by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to this Agreement or the Pooling and Servicing Agreement and (iv) receipt of a 15Ga-1 Notice or delivery of any notice required to be delivered pursuant to Section 5(f) shall not in and of itself constitute delivery, or receipt, of notice of any Material Defect or knowledge on the part of the Mortgage Loan Seller or Responsible Repurchase Party of any Material Defect or admission by the Mortgage Loan Seller or Responsible Repurchase Party of the existence of any Material Defect.

 

(h)       The Mortgage Loan Seller shall provide to the Purchaser relevant portions of any Form ABS-15G that the Mortgage Loan Seller is required to file with the Commission pursuant to Rule 15Ga-1 under the Exchange Act (only to the extent that such portions relate to any Repurchase Request with respect to any Mortgage Loan) on or before the date that is five (5) Business Days prior to the date such Form ABS-15G is required to be filed with the Commission. Promptly upon request, the Purchaser shall provide or cause to be provided to the Mortgage Loan Seller such information regarding the principal balance of any Mortgage Loan as is necessary in order for the Mortgage Loan Seller to prepare any such Form ABS-15G.

 

(i)       The Purchaser shall provide to the Mortgage Loan Seller any relevant portions of any Form ABS-15G that the Purchaser is required to file with the Commission pursuant to Rule 15Ga-1 under the Exchange Act (only to the extent that such portions relate to any Mortgage Loan and that was not provided by the Mortgage Loan Seller) on or before the date that is five (5) Business Days prior to the date such Form ABS-15G is required to be filed with the Commission. The Trust’s CIK# is 0001769322.

 

Section 6.       Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date.

 

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The Closing shall be subject to each of the following conditions:

 

(i)       All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty);

 

(ii)      All documents specified in Section 7 of this Agreement (the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third-party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof;

 

(iii)      The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement;

 

(iv)     The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination;

 

(v)      All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date;

 

(vi)     The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement;

 

(vii)    The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement;

 

(viii)   Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms;

 

(ix)      The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and

 

(x)       Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification of the Mortgage Loan Seller (the “Mortgage Loan Seller Sub-Certification”), a form of which is attached hereto as Exhibit F, to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB and such officer of the Mortgage Loan Seller shall have on behalf of

 

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the Mortgage Loan Seller (i) prior to the time of pricing of the Certificates, reconfirmed in writing (which writing may be in e-mail form) the statements made in the Mortgage Loan Seller Sub-Certification and (ii) prior to the delivery of the Prospectus to investors, reconfirmed in writing (which writing may be in e-mail form) as to the statements made in the Mortgage Loan Seller Sub-Certification.

 

Each of the parties agrees to use its commercially reasonable best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

 

Section 7.       Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable:

 

(i)       This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;

 

(ii)      Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;

 

(iii)     An Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by a duly authorized officer of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;

 

(iv)     A certificate of good standing with respect to the Mortgage Loan Seller issued by the Office of the Comptroller of the Currency of the United States, dated not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;

 

(v)      A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;

 

(vi)     A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;

 

(vii)    A written opinion of special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller, except as such enforceability may be limited by (A) laws relating to bankruptcy, insolvency,

 

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reorganization, receivership or moratorium, (B) other laws relating to or affecting the rights of creditors generally, (C) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (D) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement that purport to provide indemnification from liabilities under applicable securities laws;

 

(viii)   A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;

 

(ix)      A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed-upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB as of the date hereof;

 

(x)       Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter

 

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signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of date thereof;

 

(xi)     One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;

 

(xii)     If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and

 

(xiii)    Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

 

Section 8.         Additional Reporting Under Regulation AB. With respect to any period during which the Trust is subject to the reporting requirements of the Exchange Act, the Mortgage Loan Seller shall provide to the Purchaser and the Certificate Administrator any information that constitutes “Additional Form 10-D Information” or “Additional Form 10-K Information” but only if and to the extent that the Mortgage Loan Seller (or any originator of the Mortgage Loans sold by the Mortgage Loan Seller to the Depositor, if such originator constitutes an “originator” contemplated by Item 1110(b) of Regulation AB and such information is required to be reported with respect to such originator) is the applicable “Party Responsible” (solely in its capacity as a sponsor or originator (or as successor in interest to any predecessor originator), within the meaning of Regulation AB, of any Mortgage Loans) under the terms of Exhibit AA or Exhibit BB to the Pooling and Servicing Agreement (it being acknowledged that the Mortgage Loan Seller (solely in its capacity as a sponsor or originator (or as successor in interest to any predecessor originator), within the meaning of Regulation AB, of any Mortgage Loans) does not constitute the “Party Responsible” for any “Form 8-K Information” set forth on Exhibit CC of the Pooling and Servicing Agreement). In each case, such delivery shall be made

 

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in a form readily convertible to an EDGAR compatible form, or in such other form as otherwise agreed by the Purchaser, the Certificate Administrator and the Mortgage Loan Seller. In each case, such delivery shall be made not later than five (5) calendar days after the related Distribution Date (in the case of any such “Additional Form 10-D Information”), and no later than March 1 of each year subsequent to the fiscal year that the Trust is subject to the Exchange Act reporting requirements (in the case of any such “Additional Form 10-K Information”). In no event shall the Mortgage Loan Seller be required to provide any information that is not required to be reported on Form 10-D or Form 10-K, as the case may be, under the Exchange Act and the rules and regulations of the Commission thereunder. The obligation of Mortgage Loan Seller to provide the above-referenced disclosure materials shall be suspended (for so long as neither the Trust nor, with respect to any Serviced Companion Loan related to a Serviced Pari Passu Mortgage Loan sold to the Trust by Seller, the trust in the related Other Securitization, is subject to the reporting requirements of the Exchange Act), as to any fiscal year, upon the Certificate Administrator or the Trustee, as applicable, filing the form necessary to be filed with the Commission to suspend the Trust’s reporting obligations under the Exchange Act as to that fiscal year in accordance with Section 11.08 of the Pooling and Servicing Agreement or the reporting requirements with respect to the Trust under the Exchange Act have otherwise been automatically suspended; provided that for the avoidance of doubt, the suspension of such information reporting does not apply to information that is required to be provided for the fiscal year prior to suspension of the Trust’s reporting requirements under the Exchange Act (including Additional Form 10-K Information required to be disclosed on the Form 10-K related to the fiscal year preceding the year in which the form necessary to be filed with the Commission to suspend the Trust’s reporting obligations under the Exchange Act was filed). The Purchaser or the Certificate Administrator shall provide the Mortgage Loan Seller with notice (which notice may be sent via facsimile or by e-mail) if the Certificate Administrator or the Trustee, as applicable, does file the form necessary to be filed with the Commission to suspend the Trust’s reporting obligations under the Exchange Act pursuant to Section 11.08 of the Pooling and Servicing Agreement.

 

Section 9.         Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and

 

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disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

 

Section 10.       Notices. All demands, notices and communications hereunder shall be in writing and, except as otherwise expressly provided herein, shall be deemed to have been duly given if personally delivered to or mailed, by registered mail, postage prepaid, by overnight mail or courier service, or transmitted by facsimile and confirmed by similar mailed writing, (i) if to the Purchaser, addressed to UBS Commercial Mortgage Securitization Corp., 1285 Avenue of the Americas, New York, New York 10019, or (ii) if to Seller, addressed to UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York 10019, Attention: Henry Chung, e-mail: henry.chung@ubs.com (facsimile number: (212) 821-2943) and UBS Business Solutions LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Chad Eisenberger, Executive Director & Counsel, e-mail: chad.eisenberger@ubs.com, or such other address as may be designated by the Mortgage Loan Seller to the Purchaser in writing.

 

Section 11.       Miscellaneous. Neither this Agreement nor any term or provision hereof may be changed, waived, discharged or terminated except by a writing signed by a duly authorized officer of the party against whom enforcement of such change, waiver, discharge or termination is sought to be enforced. This Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart of this Agreement. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, and no other person (other than an identified third-party beneficiary) will have any right or obligation hereunder. The Mortgage Loan Seller shall be an express third-party beneficiary to the Pooling and Servicing Agreement to the extent set forth therein. The Asset Representations Reviewer shall be an express third-party beneficiary of Sections 4(h), 4(j), and 4(k) of this Agreement.

 

Section 12.       Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement, incorporated herein by reference or contained in the certificates of officers of the Mortgage Loan Seller delivered

 

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pursuant hereto, shall remain operative and in full force and effect and shall survive delivery of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser and by the Purchaser to the Trust, notwithstanding any restrictive or qualified endorsement or assignment in respect of any Mortgage Loan.

 

Section 13.       Severability of Provisions. Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or is held to be void or unenforceable in any particular jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof.

 

Section 14.       Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THE AGREEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE PURCHASER AND THE MORTGAGE LOAN SELLER HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH RESPECT TO ANY ACTION OR PROCEEDING REGARDING SUCH MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES, TO THE FULLEST POSSIBLE EXTENT, WITH RESPECT TO SUCH COURTS, THE DEFENSE OF AN INCONVENIENT FORUM; (IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (V) WAIVES TO THE EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATING TO OR ARISING OUT OF THIS AGREEMENT.

 

Section 15.       Further Assurances. The Mortgage Loan Seller and the Purchaser each agrees to execute and deliver such instruments and take such further actions as any other party hereto may, from time to time, reasonably request in order to effectuate the purposes and to carry out the terms of this Agreement.

 

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Section 16.       Successors and Assigns. The rights and obligations of the Mortgage Loan Seller under this Agreement shall not be assigned by the Mortgage Loan Seller without the prior written consent of the Purchaser, except that any person into which the Mortgage Loan Seller may be merged or consolidated, or any person resulting from any merger, conversion or consolidation to which the Mortgage Loan Seller is a party, or any person succeeding to all or substantially all of the business of the Mortgage Loan Seller, shall be the successor to the Mortgage Loan Seller hereunder. In connection with its transfer of the Mortgage Loans to the Trust as contemplated by the recitals hereto, the Purchaser is expressly authorized to assign its rights and obligations under this Agreement (other than its rights and obligations under Sections 4(d) and 4(g)), in whole or in part, to the Trustee for the benefit of the registered holders and beneficial owners of the Certificates. To the extent of any such assignment, the Trustee, for the benefit of the registered holders and beneficial owners of the Certificates, shall be the Purchaser hereunder. Subject to the foregoing, this Agreement shall bind and inure to the benefit of and be enforceable by the Mortgage Loan Seller and the Purchaser, and their respective successors and permitted assigns.

 

Section 17.       Information. The Mortgage Loan Seller shall provide the Purchaser with such information about itself, the Mortgage Loans and the underwriting and servicing procedures applicable to the Mortgage Loans as is (i) required under the provisions of Regulation AB, (ii) required by a Rating Agency or a governmental agency or body or (iii) reasonably requested by the Purchaser for use in a private disclosure document.

 

Section 18.       Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the matters addressed herein, and this Agreement supersedes any prior agreements and/or understandings, written or oral, with respect to such matters; provided, however, that in no event shall this provision be construed to limit the effect of the Indemnification Agreement or the memorandum of understanding dated January 30, 2019 between the Mortgage Loan Seller, the Purchaser and certain other parties or any separate acknowledgments and agreements executed and delivered pursuant to such memorandum of understanding.

 

Section 19.        Recognition of U.S. Special Resolution Regimes.

 

In the event a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of this Agreement (and any interest and obligation in or under, and any property securing, this Agreement) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement (and any interest and obligation in or under, and any property securing, this Agreement) were governed by the laws of the United States of America or a State of the United States of America.

 

In the event that a Covered Party or any BHC Affiliate of such Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Right under this Agreement that may be exercised against such Covered Party is permitted to be exercised to no greater extent than such Default Right could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States of America or a State of the United States of America.

 

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“BHC Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. §1841(k).

 

“Covered Party” means any party to this Agreement that is one of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §47.3(b), or any subsidiary of such a covered bank to which 12 C.F.R. Part 47 applies in accordance with 12 C.F.R. §47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b).

 

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§252.81, 47.2 or 382.1, as applicable.

 

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

 

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, the Mortgage Loan Seller and the Purchaser have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.

 

  UBS AG
     
  By: /s/ Michael Mills
    Name:         Michael Mills
    Title:           Director
     
  By: /s/ Jared Randall
    Name:         Jared Randall
    Title:           Executive Director

 

 

UBS COMMERCIAL MORTGAGE SECURITIZATION CORP.

     
  By:  /s/ Henry Chung
    Name:         Henry Chung
    Title:           Managing Director
     
  By: /s/ Nicholas Galeone
    Name:         Nicholas Galeone
    Title:           Executive Director

 

UBS 2019-C16 – UBS Mortgage Loan Purchase Agreement

 

 

 

EXHIBIT A

 

MORTGAGE LOAN SCHEDULE

 

Exh. A-1

 

UBS 2019-C16: Mortgage Loan Schedule

 

Mortgage Loan Number Mortgage Loan Seller Property Name Cut-off Date Balance Address City State Origination Date Maturity Date or Anticipated Repayment Date Gross Mortgage Rate Original Term to Maturity or ARD Remaining Term to Maturity or ARD Amortization Type Original Amortization Term ARD
1 UBS AG The Colonnade Office Complex 47,000,000 15301-15305 North Dallas Parkway Addison TX 1/18/2019 2/6/2024 4.568000% 60 58  Full IO 0 No
3 UBS AG SkyLoft Austin 36,000,000 507 West 23rd Street Austin TX 2/26/2019 3/6/2029 4.282630% 120 119  Full IO 0 No
4 UBS AG Southern Motion Industrial Portfolio 31,690,000 Various Various MS 3/7/2019 4/6/2029 4.800000% 120 120  Partial IO 360 No
4.01 UBS AG 1 Fashion Way 14,151,838 1 Fashion Way Baldwyn MS                 
4.02 UBS AG 298 Henry Southern Drive 6,659,081 298 Henry Southern Drive Pontotoc MS                 
4.03 UBS AG 957 Pontotoc County Ind Pkwy 4,903,975 957 Industrial Park Road Ecru MS                 
4.04 UBS AG 195 Henry Southern Drive 3,329,541 195 Henry Southern Drive Pontotoc MS                 
4.05 UBS AG 370 Henry Southern Drive 1,406,666 370 Henry Southern Drive Pontotoc MS                 
4.06 UBS AG 161 Prestige Drive 1,238,899 161 Prestige Drive Pontotoc MS                 
5 UBS AG Great Value Storage Portfolio 30,000,000 Various Various Various 11/30/2018 12/6/2023 4.139770% 60 56  Full IO 0 No
5.01 UBS AG GVS - 6250 Westward Lane 1,184,782 6250 Westward Lane Houston TX                 
5.02 UBS AG GVS - 1223, 1235, 1431, 1441, 1451, 1491, 1527, 1543 & 1559 North Nellis Boulevard 934,786 1223, 1235, 1431, 1441, 1451, 1491, 1527, 1543 & 1559 North Nellis Boulevard Las Vegas NV                 
5.03 UBS AG GVS - 9530 Skillman Street 913,045 9530 Skillman Street Dallas TX                 
5.04 UBS AG GVS - 4311 Samuell Boulevard 782,610 4311 Samuell Boulevard Dallas TX                 
5.05 UBS AG GVS - 9010 Emmett F Lowry Expressway 750,000 9010 Emmett F Lowry Expressway Texas City TX                 
5.06 UBS AG GVS - 9984 South Old State Road 706,522 9984 South Old State Road Lewis Center OH                 
5.07 UBS AG GVS - 10640 Hempstead Road 695,651 10640 Hempstead Road Houston TX                 
5.08 UBS AG GVS - 7273 Kearney Street and 6345 East 78th Avenue 663,044 7273 Kearney Street and 6345 East 78th Avenue Commerce City CO                 
5.09 UBS AG GVS - 4641 Production Drive 652,173 4641 Production Drive Dallas TX                 
5.10 UBS AG GVS - 920 Highway 80 East 652,173 920 Highway 80 East Mesquite TX                 
5.11 UBS AG GVS - 2202 North Market Street 652,173 2202 North Market Street Champaign IL                 
5.12 UBS AG GVS - 111 North Layfair Drive 641,305 111 North Layfair Drive Flowood MS                 
5.13 UBS AG GVS - 435 Congress Park Drive 641,305 435 Congress Park Drive Dayton OH                 
5.14 UBS AG GVS - 765 South Street 619,565 765 South Street Newburgh NY                 
5.15 UBS AG GVS - 410 Gulf Freeway 597,826 410 Gulf Freeway Texas City TX                 
5.16 UBS AG GVS - 5199 Westerville Road 597,826 5199 Westerville Road Columbus OH                 
5.17 UBS AG GVS - 2502 Bay Street 586,955 2502 Bay Street Texas City TX                 
5.18 UBS AG GVS - 1710 North Cunningham Avenue 586,955 1710 North Cunningham Avenue Urbana IL                 
5.19 UBS AG GVS - 7821 Taylor Road 586,955 7821 Taylor Road Reynoldsburg OH                 
5.20 UBS AG GVS - 9600 Marion Ridge 565,216 9600 Marion Ridge Kansas City MO                 
5.21 UBS AG GVS - 4901 South Freeway 565,216 4901 South Freeway Fort Worth TX                 
5.22 UBS AG GVS - 15300 Kuykendahl Road 554,348 15300 Kuykendahl Road Houston TX                 
5.23 UBS AG GVS - 9951 Harwin Road 554,348 9951 Harwin Road Houston TX                 
5.24 UBS AG GVS - 2033 Oak Grove Road 532,609 2033 Oak Grove Road Hattiesburg MS                 
5.25 UBS AG GVS - 11702 Beechnut Street 521,738 11702 Beechnut Street Houston TX                 
5.26 UBS AG GVS - 13825 FM 306 499,999 13825 FM 306 Canyon Lake TX                 
5.27 UBS AG GVS - 5550 Antoine Drive 499,999 5550 Antoine Drive Houston TX                 
5.28 UBS AG GVS - 580 East Dublin Granville Road 489,131 580 East Dublin Granville Road Worthington OH                 
5.29 UBS AG GVS - 7986 Southern Boulevard 478,260 7986 Southern Boulevard Boardman OH                 
5.30 UBS AG GVS - 1330 Georgesville Road 478,260 1330 Georgesville Road Columbus OH                 
5.31 UBS AG GVS - 123 South Meridian Road 478,260 123 South Meridian Road Youngstown OH                 
5.32 UBS AG GVS - 3380 North Post Road 467,392 3380 North Post Road Indianapolis IN                 
5.33 UBS AG GVS - 2150 Wirt Road 467,392 2150 Wirt Road Houston TX                 
5.34 UBS AG GVS - 5301 Tamarack Circle East 445,653 5301 Tamarack Circle East Columbus OH                 
5.35 UBS AG GVS - 443 Laredo Street 434,782 443 Laredo Street Aurora CO                 
5.36 UBS AG GVS - 1661 and 1670 West Government Street 423,914 1661 and 1670 West Government Street Brandon MS                 
5.37 UBS AG GVS - 8450 Cook Road 423,914 8450 Cook Road Houston TX                 
5.38 UBS AG GVS - 613 North Freeway 402,175 613 North Freeway Fort Worth TX                 
5.39 UBS AG GVS - 10601 West Fairmont Parkway 391,304 10601 West Fairmont Parkway La Porte TX                 
5.40 UBS AG GVS - 7200 Tussing Road 380,435 7200 Tussing Road Reynoldsburg OH                 
5.41 UBS AG GVS - 14318 Highway 249 380,435 14318 Highway 249 Houston TX                 
5.42 UBS AG GVS - 1910 25th Avenue North 380,435 1910 25th Avenue North Texas City TX                 
5.43 UBS AG GVS - 8501 North Springboro Pike 358,696 8501 North Springboro Pike Miamisburg OH                 
5.44 UBS AG GVS - 4145 State Route 741 336,957 4145 State Route 741 Mason OH                 
5.45 UBS AG GVS - 1961 Covington Pike 326,086 1961 Covington Pike Memphis TN                 
5.46 UBS AG GVS - 3785 Shiloh Springs Road 326,086 3785 Shiloh Springs Road Dayton OH                 
5.47 UBS AG GVS - 1585 Lexington Avenue 304,347 1585 Lexington Avenue Mansfield OH                 
5.48 UBS AG GVS - 1594 Route 9G 304,347 1594 Route 9G Hyde Park NY                 
5.49 UBS AG GVS - 8320 Alabonson Road 293,479 8320 Alabonson Road Houston TX                 
5.50 UBS AG GVS - 10013 FM 620 293,479 10013 FM 620 Austin TX                 
5.51 UBS AG GVS - 426 North Smithville Road 282,608 426 North Smithville Road Dayton OH                 
5.52 UBS AG GVS - 60 Westpark Road 282,608 60 Westpark Road Dayton OH                 
5.53 UBS AG GVS - 2407 South U.S. Highway 183 282,608 2407 South U.S. Highway 183 Leander TX                 
5.54 UBS AG GVS - 5811 North Houston Rosslyn Road 282,608 5811 North Houston Rosslyn Road Houston TX                 
5.55 UBS AG GVS - 3412 Garth Road 260,869 3412 Garth Road Baytown TX                 
5.56 UBS AG GVS - 941 Fairmont Parkway 250,001 941 Fairmont Parkway Pasadena TX                 
5.57 UBS AG GVS - 632 Timkin Road 250,001 632 Timkin Road Tomball TX                 
5.58 UBS AG GVS - 8801 Boone Road 228,262 8801 Boone Road Houston TX                 
5.59 UBS AG GVS - 3951 Highway 78 228,262 3951 Highway 78 Memphis TN                 
5.60 UBS AG GVS - 16905 Indian Chief Drive 228,262 16905 Indian Chief Drive Cedar Park TX                 
5.61 UBS AG GVS - 16530 West Hardy Road 195,652 16530 West Hardy Road Houston TX                 
5.62 UBS AG GVS - 4806 Marie Lane 195,652 4806 Marie Lane Deer Park TX                 
5.63 UBS AG GVS - 1151 East Expressway 83 163,045 1151 East Expressway 83 San Benito TX                 
5.64 UBS AG GVS - 7116 South IH-35 Frontage Road 65,217 7116 South IH-35 Frontage Road Austin TX                 
6 UBS AG FIGO Multi-State MF Portfolio II 28,200,000 Various Various Various 3/6/2019 3/6/2029 5.305000% 120 119  Partial IO 360 No
6.01 UBS AG Woodlands - Streetsboro 7,685,649 833 Frost Road Streetsboro OH                 
6.02 UBS AG West of Eastland 4,719,405 3752 Knightsway Lane Columbus OH                 
6.03 UBS AG Valleybrook 3,867,072 169 Roscoe Road Newnan GA                 
6.04 UBS AG Springwood 3,770,269 5470 Yellowbud Drive Columbus OH                 
6.05 UBS AG Sherbrook - Indianapolis 2,981,077 8026 McFarland Court Indianapolis IN                 
6.06 UBS AG Link Terrace 2,821,837 110 Link Street Hinesville GA                 
6.07 UBS AG Stonehenge 2,354,691 3735 South A Street Richmond IN                 
7 UBS AG Heartland Dental Medical Office Portfolio 24,871,001 Various Various Various 10/26/2018 11/6/2028 5.700000% 120 115  Amortizing 360 No
7.001 UBS AG Heartland Dental Medical Office Portfolio - 1200 Network Centre Drive 1,186,884 1200 Network Centre Drive Effingham IL                 
7.002 UBS AG Heartland Dental Medical Office Portfolio - 9150 North East Barry Road 410,640 9150 North East Barry Road Kansas City MO                 
7.003 UBS AG Heartland Dental Medical Office Portfolio - 11925 Jones Bridge Road 345,281 11925 Jones Bridge Road Johns Creek GA                 

 

  

 

 

UBS 2019-C16: Mortgage Loan Schedule

 

Mortgage Loan Number Mortgage Loan Seller Property Name Cut-off Date Balance Address City State Origination Date Maturity Date or Anticipated Repayment Date Gross Mortgage Rate Original Term to Maturity or ARD Remaining Term to Maturity or ARD Amortization Type Original Amortization Term ARD
7.004 UBS AG Heartland Dental Medical Office Portfolio - 200 Brevco Plaza 336,905 200 Brevco Plaza Lake St. Louis MO                 
7.005 UBS AG Heartland Dental Medical Office Portfolio - 1760 West Virginia Street 319,012 1760 West Virginia Street McKinney TX                 
7.006 UBS AG Heartland Dental Medical Office Portfolio - 117 St. Patrick’s Drive 271,032 117 St. Patrick’s Drive Waldorf MD                 
7.007 UBS AG Heartland Dental Medical Office Portfolio - 1647 County Road 220 266,183 1647 County Road 220 Fleming Island FL                 
7.008 UBS AG Heartland Dental Medical Office Portfolio - 3500 East Highway 377 252,421 3500 East Highway 377 Granbury TX                 
7.009 UBS AG Heartland Dental Medical Office Portfolio - 4112 North Belt Highway 249,325 4112 North Belt Highway St. Joseph MO                 
7.010 UBS AG Heartland Dental Medical Office Portfolio - 3009 Winghaven Boulevard 231,287 3009 Winghaven Boulevard O’Fallon MO                 
7.011 UBS AG Heartland Dental Medical Office Portfolio - 2202 Althoff Drive 227,767 2202 Althoff Drive Effingham IL                 
7.012 UBS AG Heartland Dental Medical Office Portfolio - 3820 Wabash Avenue 221,913 3820 Wabash Avenue Springfield IL                 
7.013 UBS AG Heartland Dental Medical Office Portfolio - 561 East Lincoln Highway 215,001 561 East Lincoln Highway New Lenox IL                 
7.014 UBS AG Heartland Dental Medical Office Portfolio - 508 South 52nd Street 211,417 508 South 52nd Street Rogers AR                 
7.015 UBS AG Heartland Dental Medical Office Portfolio - 1025 Ashley Street 211,343 1025 Ashley Street Bowling Green KY                 
7.016 UBS AG Heartland Dental Medical Office Portfolio - 440 Erie Parkway 209,559 440 Erie Parkway Erie CO                 
7.017 UBS AG Heartland Dental Medical Office Portfolio - 1381 Citrus Tower Boulevard 208,390 1381 Citrus Tower Boulevard Clermont FL                 
7.018 UBS AG Heartland Dental Medical Office Portfolio - 1751 Pleasant Road 206,501 1751 Pleasant Road Fort Mill SC                 
7.019 UBS AG Heartland Dental Medical Office Portfolio - 9625 Lake Nona Village Place 206,362 9625 Lake Nona Village Place Orlando FL                 
7.020 UBS AG Heartland Dental Medical Office Portfolio - 615 Saint James Avenue 205,051 615 Saint James Avenue Goose Creek SC                 
7.021 UBS AG Heartland Dental Medical Office Portfolio - 13816 Narcoossee Road 203,228 13816 Narcoossee Road Orlando FL                 
7.022 UBS AG Heartland Dental Medical Office Portfolio - 1695 Wells Road 197,290 1695 Wells Road Orange Park FL                 
7.023 UBS AG Heartland Dental Medical Office Portfolio - 4355 Suwanee Dam Road 194,986 4355 Suwanee Dam Road Suwanee GA                 
7.024 UBS AG Heartland Dental Medical Office Portfolio - 7310 North Villa Drive 192,260 7310 North Villa Drive Peoria IL                 
7.025 UBS AG Heartland Dental Medical Office Portfolio - 299A Indian Lake Boulevard 192,079 299A Indian Lake Boulevard Hendersonville TN                 
7.026 UBS AG Heartland Dental Medical Office Portfolio - 2455 East Main Street 190,809 2455 East Main Street Plainfield IN                 
7.027 UBS AG Heartland Dental Medical Office Portfolio - 630 East Markey Parkway 187,250 630 East Markey Parkway Belton MO                 
7.028 UBS AG Heartland Dental Medical Office Portfolio - 1613 East Pflugerville Parkway 186,413 1613 East Pflugerville Parkway Pflugerville TX                 
7.029 UBS AG Heartland Dental Medical Office Portfolio - 782 Belle Terre Parkway 185,002 782 Belle Terre Parkway Palm Coast FL                 
7.030 UBS AG Heartland Dental Medical Office Portfolio - 11890 Highway 707 184,145 11890 Highway 707 Murrells Inlet SC                 
7.031 UBS AG Heartland Dental Medical Office Portfolio - 7551 Osceola Polk Line Road 182,378 7551 Osceola Polk Line Road Davenport FL                 
7.032 UBS AG Heartland Dental Medical Office Portfolio - 100 Piper Hill Drive 182,307 100 Piper Hill Drive St. Peters MO                 
7.033 UBS AG Heartland Dental Medical Office Portfolio - 8624 Lee Vista Boulevard 182,174 8624 Lee Vista Boulevard Orlando FL                 
7.034 UBS AG Heartland Dental Medical Office Portfolio - 149 Tuscan Way 182,041 149 Tuscan Way Saint Augustine FL                 
7.035 UBS AG Heartland Dental Medical Office Portfolio - 2740 Prairie Crossing Drive 180,045 2740 Prairie Crossing Drive Springfield IL                 
7.036 UBS AG Heartland Dental Medical Office Portfolio - 2066 Bruce B. Downs Boulevard 179,361 2066 Bruce B. Downs Boulevard Wesley Chapel FL                 
7.037 UBS AG Heartland Dental Medical Office Portfolio - 209 Latitude Lane 178,043 209 Latitude Lane Clover SC                 
7.038 UBS AG Heartland Dental Medical Office Portfolio - 4608 South West College Road 176,599 4608 South West College Road Ocala FL                 
7.039 UBS AG Heartland Dental Medical Office Portfolio - 1315 Bell Road 176,573 1315 Bell Road Antioch TN                 
7.040 UBS AG Heartland Dental Medical Office Portfolio - 4237 U.S. Highway 1 South 176,546 4237 U.S. Highway 1 South Saint Augustine FL                 
7.041 UBS AG Heartland Dental Medical Office Portfolio - 1521 East Debbie Lane 175,558 1521 East Debbie Lane Mansfield TX                 
7.042 UBS AG Heartland Dental Medical Office Portfolio - 3152 South Broadway 174,725 3152 South Broadway Edmond OK                 
7.043 UBS AG Heartland Dental Medical Office Portfolio - 8701 South Garnett Road 174,100 8701 South Garnett Road Broken Arrow OK                 
7.044 UBS AG Heartland Dental Medical Office Portfolio - 450 South Weber Road 173,390 450 South Weber Road Romeoville IL                 
7.045 UBS AG Heartland Dental Medical Office Portfolio - 840 Nissan Drive 173,222 840 Nissan Drive Smyrna TN                 
7.046 UBS AG Heartland Dental Medical Office Portfolio - 12222 Route 47 171,085 12222 Route 47 Huntley IL                 
7.047 UBS AG Heartland Dental Medical Office Portfolio - 3415 Livernois Road 170,075 3415 Livernois Road Troy MI                 
7.048 UBS AG Heartland Dental Medical Office Portfolio - 5309 Buffalo Gap Road 169,980 5309 Buffalo Gap Road Abilene TX                 
7.049 UBS AG Heartland Dental Medical Office Portfolio - 8190 Windfall Lane 168,722 8190 Windfall Lane Camby IN                 
7.050 UBS AG Heartland Dental Medical Office Portfolio - 2620 East Highway 50 166,388 2620 East Highway 50 Clermont FL                 
7.051 UBS AG Heartland Dental Medical Office Portfolio - 10670 Southwest Tradition Square 166,102 10670 Southwest Tradition Square Port St. Lucie FL                 
7.052 UBS AG Heartland Dental Medical Office Portfolio - 4939 Courthouse Street 166,072 4939 Courthouse Street Williamsburg VA                 
7.053 UBS AG Heartland Dental Medical Office Portfolio - 2301 Old Canoe Creek Road 165,940 2301 Old Canoe Creek Road St. Cloud FL                 
7.054 UBS AG Heartland Dental Medical Office Portfolio - 507 North Hershey Road 165,740 507 North Hershey Road Bloomington IL                 
7.055 UBS AG Heartland Dental Medical Office Portfolio - 242 Southwoods Center 163,969 242 Southwoods Center Columbia IL                 
7.056 UBS AG Heartland Dental Medical Office Portfolio - 3016 Columbia Avenue 162,550 3016 Columbia Avenue Franklin TN                 
7.057 UBS AG Heartland Dental Medical Office Portfolio - 4120 North 197th Avenue 162,185 4120 North 197th Avenue Litchfield Park AZ                 
7.058 UBS AG Heartland Dental Medical Office Portfolio - 13794 Beach Boulevard 161,298 13794 Beach Boulevard Jacksonville FL                 
7.059 UBS AG Heartland Dental Medical Office Portfolio - 3037 Southwest Port St. Lucie Boulevard 161,168 3037 Southwest Port St. Lucie Boulevard Port St. Lucie FL                 
7.060 UBS AG Heartland Dental Medical Office Portfolio - 1840 Dekalb Avenue 159,903 1840 Dekalb Avenue Sycamore IL                 
7.061 UBS AG Heartland Dental Medical Office Portfolio - 9100 Highway 119 159,537 9100 Highway 119 Alabaster AL                 
7.062 UBS AG Heartland Dental Medical Office Portfolio - 42 Market Square Road 159,533 42 Market Square Road Newnan GA                 
7.063 UBS AG Heartland Dental Medical Office Portfolio - 2707 Sycamore Road 159,443 2707 Sycamore Road DeKalb IL                 
7.064 UBS AG Heartland Dental Medical Office Portfolio - 2014 Lime Kiln Road 157,321 2014 Lime Kiln Road Bellevue WI                 
7.065 UBS AG Heartland Dental Medical Office Portfolio - 103 Farabee Drive North 157,022 103 Farabee Drive North Lafayette IN                 
7.066 UBS AG Heartland Dental Medical Office Portfolio - 4999 North Tanner Road 156,359 4999 North Tanner Road Orlando FL                 
7.067 UBS AG Heartland Dental Medical Office Portfolio - 674 Lake Joy Road 155,967 674 Lake Joy Road Warner Robins GA                 
7.068 UBS AG Heartland Dental Medical Office Portfolio - 1828 IN-44 155,821 1828 IN-44 Shelbyville IN                 
7.069 UBS AG Heartland Dental Medical Office Portfolio - 2950 South Rutherford Boulevard 155,370 2950 South Rutherford Boulevard Murfreesboro TN                 
7.070 UBS AG Heartland Dental Medical Office Portfolio - 545 East Hunt Highway 154,998 545 East Hunt Highway San Tan Valley AZ                 
7.071 UBS AG Heartland Dental Medical Office Portfolio - 17810 Pierce Plaza 154,568 17810 Pierce Plaza Omaha NE                 
7.072 UBS AG Heartland Dental Medical Office Portfolio - 5445 South Williamson Boulevard 153,927 5445 South Williamson Boulevard Port Orange FL                 
7.073 UBS AG Heartland Dental Medical Office Portfolio - 780 East-West Connector South West 153,092 780 East-West Connector South West Austell GA                 
7.074 UBS AG Heartland Dental Medical Office Portfolio - 16620 West 159th Street 152,876 16620 West 159th Street Lockport IL                 
7.075 UBS AG Heartland Dental Medical Office Portfolio - 13851 North US Highway 441 152,596 13851 North US Highway 441 Lady Lake FL                 
7.076 UBS AG Heartland Dental Medical Office Portfolio - 3120 Mahan Drive 151,353 3120 Mahan Drive Tallahassee FL                 
7.077 UBS AG Heartland Dental Medical Office Portfolio - 2000 Veterans Memorial Parkway South 150,316 2000 Veterans Memorial Parkway South Lafayette IN                 
7.078 UBS AG Heartland Dental Medical Office Portfolio - 1402 U.S. Route 12 148,414 1402 U.S. Route 12 Fox Lake IL                 
7.079 UBS AG Heartland Dental Medical Office Portfolio - 1776 Blanding Boulevard 148,114 1776 Blanding Boulevard Middleburg FL                 
7.080 UBS AG Heartland Dental Medical Office Portfolio - 3012 Anchor Drive 146,975 3012 Anchor Drive Hamilton OH                 
7.081 UBS AG Heartland Dental Medical Office Portfolio - 1715 West Main Street 146,591 1715 West Main Street Lebanon TN                 
7.082 UBS AG Heartland Dental Medical Office Portfolio - 10389 Big Bend Road 146,469 10389 Big Bend Road Riverview FL                 
7.083 UBS AG Heartland Dental Medical Office Portfolio - 7103 Whitestown Parkway 146,430 7103 Whitestown Parkway Zionsville IN                 
7.084 UBS AG Heartland Dental Medical Office Portfolio - 2751 Fountain Place 146,257 2751 Fountain Place Wildwood MO                 
7.085 UBS AG Heartland Dental Medical Office Portfolio - 2030 Crossing Circle 146,193 2030 Crossing Circle Spring Hill TN                 
7.086 UBS AG Heartland Dental Medical Office Portfolio - 13101 East 96th Street North 145,397 13101 East 96th Street North Owasso OK                 
7.087 UBS AG Heartland Dental Medical Office Portfolio - 692 Essington Road 144,673 692 Essington Road Joliet IL                 
7.088 UBS AG Heartland Dental Medical Office Portfolio - 240 Blossom Park Drive 142,930 240 Blossom Park Drive Georgetown KY                 
7.089 UBS AG Heartland Dental Medical Office Portfolio - 6005 Watson Boulevard 142,794 6005 Watson Boulevard Byron GA                 

 

  

 

 

UBS 2019-C16: Mortgage Loan Schedule

 

Mortgage Loan Number Mortgage Loan Seller Property Name Cut-off Date Balance Address City State Origination Date Maturity Date or Anticipated Repayment Date Gross Mortgage Rate Original Term to Maturity or ARD Remaining Term to Maturity or ARD Amortization Type Original Amortization Term ARD
7.090 UBS AG Heartland Dental Medical Office Portfolio - 3237 Sixes Road 141,730 3237 Sixes Road Canton GA                 
7.091 UBS AG Heartland Dental Medical Office Portfolio - 4030 Winder Highway 141,497 4030 Winder Highway Flowery Branch GA                 
7.092 UBS AG Heartland Dental Medical Office Portfolio - 8605 East State Road 70 141,462 8605 East State Road 70 Bradenton FL                 
7.093 UBS AG Heartland Dental Medical Office Portfolio - 540 West Walnut Street 138,294 540 West Walnut Street Oglesby IL                 
7.094 UBS AG Heartland Dental Medical Office Portfolio - 5630 Plank Road 137,474 5630 Plank Road Fredericksburg VA                 
7.095 UBS AG Heartland Dental Medical Office Portfolio - 10505 Lima Road 136,263 10505 Lima Road Fort Wayne IN                 
7.096 UBS AG Heartland Dental Medical Office Portfolio - 7485 Vanderbilt Beach Boulevard 135,998 7485 Vanderbilt Beach Boulevard Naples FL                 
7.097 UBS AG Heartland Dental Medical Office Portfolio - 2701 South Koke Mill Road 134,010 2701 South Koke Mill Road Springfield IL                 
7.098 UBS AG Heartland Dental Medical Office Portfolio - 22329 Greenview Parkway 131,512 22329 Greenview Parkway Great Mills MD                 
7.099 UBS AG Heartland Dental Medical Office Portfolio - 25000 Bernwood Drive 127,317 25000 Bernwood Drive Bonita Springs FL                 
7.100 UBS AG Heartland Dental Medical Office Portfolio - 3500 Clemson Boulevard 124,648 3500 Clemson Boulevard Anderson SC                 
7.101 UBS AG Heartland Dental Medical Office Portfolio - 2222 Highway 540A East 124,000 2222 Highway 540A East Lakeland FL                 
7.102 UBS AG Heartland Dental Medical Office Portfolio - 1055 Pine Log Road 123,764 1055 Pine Log Road Aiken SC                 
7.103 UBS AG Heartland Dental Medical Office Portfolio - 4315 North Holland Sylvania Road 123,550 4315 North Holland Sylvania Road Sylvania OH                 
7.104 UBS AG Heartland Dental Medical Office Portfolio - 21300 Town Commons Drive 123,451 21300 Town Commons Drive Estero FL                 
7.105 UBS AG Heartland Dental Medical Office Portfolio - 1905 Convenience Place 123,406 1905 Convenience Place Champaign IL                 
7.106 UBS AG Heartland Dental Medical Office Portfolio - 3308 Platt Springs Road 122,567 3308 Platt Springs Road West Columbia SC                 
7.107 UBS AG Heartland Dental Medical Office Portfolio - 132 Milestone Way 120,782 132 Milestone Way Greenville SC                 
7.108 UBS AG Heartland Dental Medical Office Portfolio - 1429 Chester Boulevard 119,874 1429 Chester Boulevard Richmond IN                 
7.109 UBS AG Heartland Dental Medical Office Portfolio - 1339 North Sumter Boulevard 118,651 1339 North Sumter Boulevard North Port FL                 
7.110 UBS AG Heartland Dental Medical Office Portfolio - 1536 Farm to Market 359 Road 118,608 1536 Farm to Market 359 Road Richmond TX                 
7.111 UBS AG Heartland Dental Medical Office Portfolio - 3585 North 168th Court 116,578 3585 North 168th Court Omaha NE                 
7.112 UBS AG Heartland Dental Medical Office Portfolio - 1980 U.S. Highway 1 South 115,225 1980 U.S. Highway 1 South St. Augustine FL                 
7.113 UBS AG Heartland Dental Medical Office Portfolio - 13328 Metcalf Avenue 112,201 13328 Metcalf Avenue Overland Park KS                 
7.114 UBS AG Heartland Dental Medical Office Portfolio - 826 West Lincoln Avenue 111,904 826 West Lincoln Avenue Charleston IL                 
7.115 UBS AG Heartland Dental Medical Office Portfolio - 1515 West 45th Avenue 109,598 1515 West 45th Avenue Griffith IN                 
7.116 UBS AG Heartland Dental Medical Office Portfolio - 1012 Mill Pond Lane 107,882 1012 Mill Pond Lane Greencastle IN                 
7.117 UBS AG Heartland Dental Medical Office Portfolio - 621 Chatham Avenue 105,646 621 Chatham Avenue Columbia SC                 
7.118 UBS AG Heartland Dental Medical Office Portfolio - 24940 South Tamiami Trail 104,602 24940 South Tamiami Trail Bonita Springs FL                 
7.119 UBS AG Heartland Dental Medical Office Portfolio - 609 Front Street 103,583 609 Front Street Celebration FL                 
7.120 UBS AG Heartland Dental Medical Office Portfolio - 6190 LBJ Freeway 102,165 6190 LBJ Freeway Dallas TX                 
7.121 UBS AG Heartland Dental Medical Office Portfolio - 3417 Schofield Avenue 100,311 3417 Schofield Avenue Weston WI                 
7.122 UBS AG Heartland Dental Medical Office Portfolio - 330 Park Place 100,064 330 Park Place Mishawaka IN                 
7.123 UBS AG Heartland Dental Medical Office Portfolio - 1490 North Green Mount Road 98,391 1490 North Green Mount Road O’Fallon IL                 
7.124 UBS AG Heartland Dental Medical Office Portfolio - 213 Main Street 96,735 213 Main Street Blythewood SC                 
7.125 UBS AG Heartland Dental Medical Office Portfolio - 11119 Hearth Road 96,728 11119 Hearth Road Spring Hill FL                 
7.126 UBS AG Heartland Dental Medical Office Portfolio - 2362 West Boulevard Street 95,746 2362 West Boulevard Street Kokomo IN                 
7.127 UBS AG Heartland Dental Medical Office Portfolio - 2812 East Main Street 95,488 2812 East Main Street Merrill WI                 
7.128 UBS AG Heartland Dental Medical Office Portfolio - 1202 South Broad Street 95,430 1202 South Broad Street Scottsboro AL                 
7.129 UBS AG Heartland Dental Medical Office Portfolio - 8790 Walnut Grove Road 95,197 8790 Walnut Grove Road Cordova TN                 
7.130 UBS AG Heartland Dental Medical Office Portfolio - 10708 East State Road 64 94,346 10708 East State Road 64 Bradenton FL                 
7.131 UBS AG Heartland Dental Medical Office Portfolio - 2184 FM 3009 94,321 2184 FM 3009 Schertz TX                 
7.132 UBS AG Heartland Dental Medical Office Portfolio - 2210 Boiling Springs Road 93,267 2210 Boiling Springs Road Boiling Springs SC                 
7.133 UBS AG Heartland Dental Medical Office Portfolio - 3105 Kirby Whitten Road 93,052 3105 Kirby Whitten Road Bartlett TN                 
7.134 UBS AG Heartland Dental Medical Office Portfolio - 716 32nd Street South 92,506 716 32nd Street South Birmingham AL                 
7.135 UBS AG Heartland Dental Medical Office Portfolio - 1010 West U.S. Route 6 89,366 1010 West U.S. Route 6 Morris IL                 
7.136 UBS AG Heartland Dental Medical Office Portfolio - 935 West Exchange Parkway 86,198 935 West Exchange Parkway Allen TX                 
7.137 UBS AG Heartland Dental Medical Office Portfolio - 3608 Jeffco Boulevard 85,953 3608 Jeffco Boulevard Arnold MO                 
7.138 UBS AG Heartland Dental Medical Office Portfolio - 998 Williford Court 85,950 998 Williford Court Spring Hill TN                 
7.139 UBS AG Heartland Dental Medical Office Portfolio - 4405 Highway 17 85,533 4405 Highway 17 Murrells Inlet SC                 
7.140 UBS AG Heartland Dental Medical Office Portfolio - 3003 Twin Rivers Drive 83,255 3003 Twin Rivers Drive Arkadelphia AR                 
7.141 UBS AG Heartland Dental Medical Office Portfolio - 12260 Tamiami Trail East 82,985 12260 Tamiami Trail East Naples FL                 
7.142 UBS AG Heartland Dental Medical Office Portfolio - 1405 South 25th Street 82,284 1405 South 25th Street Fort Pierce FL                 
7.143 UBS AG Heartland Dental Medical Office Portfolio - 12605 Troxler Avenue 80,413 12605 Troxler Avenue Highland IL                 
7.144 UBS AG Heartland Dental Medical Office Portfolio - 122 Stone Trace Drive 76,452 122 Stone Trace Drive Mount Sterling KY                 
7.145 UBS AG Heartland Dental Medical Office Portfolio - 4455 Florida National Drive 75,961 4455 Florida National Drive Lakeland FL                 
7.146 UBS AG Heartland Dental Medical Office Portfolio - 3645 North Council Road 75,832 3645 North Council Road Bethany OK                 
7.147 UBS AG Heartland Dental Medical Office Portfolio - 9305 Market Square Drive 73,150 9305 Market Square Drive Streetsboro OH                 
7.148 UBS AG Heartland Dental Medical Office Portfolio - 3420 Bayside Lakes Boulevard Southeast 70,348 3420 Bayside Lakes Boulevard Southeast Palm Bay FL                 
7.149 UBS AG Heartland Dental Medical Office Portfolio - 309 West Ogden Avenue 69,344 309 West Ogden Avenue Naperville IL                 
7.150 UBS AG Heartland Dental Medical Office Portfolio - 456 University Boulevard North 68,673 456 University Boulevard North Jacksonville FL                 
7.151 UBS AG Heartland Dental Medical Office Portfolio - 1316 McMillan Street 68,209 1316 McMillan Street Worthington MN                 
7.152 UBS AG Heartland Dental Medical Office Portfolio - 6233 Veterans Parkway 66,552 6233 Veterans Parkway Columbus GA                 
7.153 UBS AG Heartland Dental Medical Office Portfolio - 116 Calumet Center Road 65,023 116 Calumet Center Road LaGrange GA                 
7.154 UBS AG Heartland Dental Medical Office Portfolio - 828 South Main Street 65,015 828 South Main Street London KY                 
7.155 UBS AG Heartland Dental Medical Office Portfolio - 7200 Red Hawk Court 61,064 7200 Red Hawk Court Fort Worth TX                 
7.156 UBS AG Heartland Dental Medical Office Portfolio - 303 Ashby Park Lane 60,880 303 Ashby Park Lane Greenville SC                 
7.157 UBS AG Heartland Dental Medical Office Portfolio - 3106 Professional Plaza 54,341 3106 Professional Plaza Germantown TN                 
7.158 UBS AG Heartland Dental Medical Office Portfolio - 1950 Chesley Drive 54,033 1950 Chesley Drive Sterling Heights MI                 
7.159 UBS AG Heartland Dental Medical Office Portfolio - 104 South Houston Road 53,928 104 South Houston Road Warner Robins GA                 
7.160 UBS AG Heartland Dental Medical Office Portfolio - 103 East Tatum Avenue 53,263 103 East Tatum Avenue McColl SC                 
7.161 UBS AG Heartland Dental Medical Office Portfolio - 165 Juniper Circle 53,196 165 Juniper Circle Brunswick GA                 
7.162 UBS AG Heartland Dental Medical Office Portfolio - 135 East Broadway Street 50,935 135 East Broadway Street Sand Springs OK                 
7.163 UBS AG Heartland Dental Medical Office Portfolio - 9360 Two Notch Road 50,234 9360 Two Notch Road Columbia SC                 
7.164 UBS AG Heartland Dental Medical Office Portfolio - 12988 Georgia Highway 9 47,335 12988 Georgia Highway 9 Milton GA                 
7.165 UBS AG Heartland Dental Medical Office Portfolio - 5 Jannell Court 47,262 5 Jannell Court Epping NH                 
7.166 UBS AG Heartland Dental Medical Office Portfolio - 1617 East Main Street 47,152 1617 East Main Street Easley SC                 
7.167 UBS AG Heartland Dental Medical Office Portfolio - 2116 Vista Oeste North West, Unit 202 46,948 2116 Vista Oeste North West, Unit 202 Albuquerque NM                 
7.168 UBS AG Heartland Dental Medical Office Portfolio - 50 South Kyrene Road, Suite 5 38,132 50 South Kyrene Road, Suite 5 Chandler AZ                 
7.169 UBS AG Heartland Dental Medical Office Portfolio - 101 Rice Bent Way Suite 4 30,666 101 Rice Bent Way Suite 4 Columbia SC                 
8 UBS AG ILPT Hawaii Portfolio 23,000,000 Various Honolulu HI 1/29/2019 2/7/2029 4.310000% 120 118  Full IO 0 No
8.001 UBS AG 2810 Pukoloa Street 1,108,337 2810 Pukoloa Street Honolulu HI                 
8.002 UBS AG 1360 Pali Highway 670,973 1360 Pali Highway Honolulu HI                 
8.003 UBS AG 1001 Ahua Street 597,808 1001 Ahua Street Honolulu HI                 
8.004 UBS AG 848 Ala Lilikoi Boulevard A 584,335 848 Ala Lilikoi Boulevard A Honolulu HI                 
8.005 UBS AG 2850 Paa Street 556,798 2850 Paa Street Honolulu HI                 

 

  

 

 

UBS 2019-C16: Mortgage Loan Schedule

 

Mortgage Loan Number Mortgage Loan Seller Property Name Cut-off Date Balance Address City State Origination Date Maturity Date or Anticipated Repayment Date Gross Mortgage Rate Original Term to Maturity or ARD Remaining Term to Maturity or ARD Amortization Type Original Amortization Term ARD
8.006 UBS AG 949 Mapunapuna Street 553,681 949 Mapunapuna Street Honolulu HI                 
8.007 UBS AG 2828 Paa Street 431,499 2828 Paa Street Honolulu HI                 
8.008 UBS AG 80 Sand Island Access Road 370,112 80 Sand Island Access Road Honolulu HI                 
8.009 UBS AG 1030 Mapunapuna Street 308,197 1030 Mapunapuna Street Honolulu HI                 
8.010 UBS AG 150 Puuhale Road 298,944 150 Puuhale Road Honolulu HI                 
8.011 UBS AG 2344 Pahounui Drive 298,912 2344 Pahounui Drive Honolulu HI                 
8.012 UBS AG 120 Sand Island Access Rd 287,676 120 Sand Island Access Road Honolulu HI                 
8.013 UBS AG 1122 Mapunapuna Street 280,437 1122 Mapunapuna Street Honolulu HI                 
8.014 UBS AG 2915 Kaihikapu Street 254,945 2915 Kaihikapu Street Honolulu HI                 
8.015 UBS AG 819 Ahua Street 247,657 819 Ahua Street Honolulu HI                 
8.016 UBS AG 2144 Auiki St 239,730 2144 Auiki Street Honolulu HI                 
8.017 UBS AG 1027 Kikowaena Place 233,290 1027 Kikowaena Place Honolulu HI                 
8.018 UBS AG 1931 Kahai Street 219,833 1931 Kahai Street Honolulu HI                 
8.019 UBS AG 148 Mokauea Street 189,227 148 Mokauea Street Honolulu HI                 
8.020 UBS AG 2886 Paa Street 179,574 2886 Paa Street Honolulu HI                 
8.021 UBS AG 2838 Kilihau Street 174,699 2838 Kilihau Street Honolulu HI                 
8.022 UBS AG 803 Ahua Street 173,581 803 Ahua Street Honolulu HI                 
8.023 UBS AG 220 Puuhale Road 169,681 220 Puuhale Road Honolulu HI                 
8.024 UBS AG 930 Mapunapuna Street 166,836 930 Mapunapuna Street Honolulu HI                 
8.025 UBS AG 2103 Kaliawa Street 166,373 2103 Kaliawa Street Honolulu HI                 
8.026 UBS AG 2969 Mapunapuna Street 165,702 2969 Mapunapuna Street Honolulu HI                 
8.027 UBS AG 158 Sand Island Access Road 164,375 158 Sand Island Access Road Honolulu HI                 
8.028 UBS AG 1926 Auiki St 163,816 1926 Auiki Street Honolulu HI                 
8.029 UBS AG 113 Puuhale Road 159,197 113 Puuhale Road Honolulu HI                 
8.030 UBS AG 2250 Pahounui Drive 156,880 2250 Pahounui Drive Honolulu HI                 
8.031 UBS AG 733 Mapunapuna Street 155,681 733 Mapunapuna Street Honolulu HI                 
8.032 UBS AG 761 Ahua Street 155,122 761 Ahua Street Honolulu HI                 
8.033 UBS AG 918 Ahua Street 151,414 918 Ahua Street Honolulu HI                 
8.034 UBS AG 180 Sand Island Access Road 149,480 180 Sand Island Access Road Honolulu HI                 
8.035 UBS AG 2829 Awaawaloa Street 149,112 2829 Awaawaloa Street Honolulu HI                 
8.036 UBS AG 120 Mokauea 147,834 120 Mokauea Street Honolulu HI                 
8.037 UBS AG 2861 Mokumoa Street 146,539 2861 Mokumoa Street Honolulu HI                 
8.038 UBS AG 2826 Kaihikapu Street 145,484 2826 Kaihikapu Street Honolulu HI                 
8.039 UBS AG 179 Sand Island Access Road 144,557 179 Sand Island Access Road Honolulu HI                 
8.040 UBS AG 855 Mapunapuna Street 141,681 855 Mapunapuna Street Honolulu HI                 
8.041 UBS AG 2308 Pahounui Drive 136,151 2308 Pahounui Drive Honolulu HI                 
8.042 UBS AG 619 Mapunapuna Street 132,443 619 Mapunapuna Street Honolulu HI                 
8.043 UBS AG 2846-A Awaawaloa Street 132,091 2846-A Awaawaloa Street Honolulu HI                 
8.044 UBS AG 238 Sand Island Access Road 131,372 238 Sand Island Access Road Honolulu HI                 
8.045 UBS AG 704 Mapunapuna Street 130,829 704 Mapunapuna Street Honolulu HI                 
8.046 UBS AG 120B Mokauea St 127,856 120-B Mokauea Street Honolulu HI                 
8.047 UBS AG 1150 Kikowaena Street 126,066 1150 Kikowaena Street Honolulu HI                 
8.048 UBS AG 2127 Auiki Street 124,963 2127 Auiki Street Honolulu HI                 
8.049 UBS AG 2810 Paa Street 123,525 2810 Paa Street Honolulu HI                 
8.050 UBS AG 2841 Pukoloa Street 118,507 2841 Pukoloa Street Honolulu HI                 
8.051 UBS AG 1000 Mapunapuna Street 118,171 1000 Mapunapuna Street Honolulu HI                 
8.052 UBS AG 2829 Pukoloa Street 117,708 2829 Pukoloa Street Honolulu HI                 
8.053 UBS AG 889 Ahua Street 117,628 889 Ahua Street Honolulu HI                 
8.054 UBS AG 2819 Pukoloa Street 117,164 2819 Pukoloa Street Honolulu HI                 
8.055 UBS AG 1038 Kikowaena Place 108,997 1038 Kikowaena Place Honolulu HI                 
8.056 UBS AG 2965 Mokumoa Street 108,886 2965 Mokumoa Street Honolulu HI                 
8.057 UBS AG 850 Ahua Street 105,785 850 Ahua Street Honolulu HI                 
8.058 UBS AG 1330 Pali Highway 104,714 1330 Pali Highway Honolulu HI                 
8.059 UBS AG 2855 Pukoloa Street 104,506 2855 Pukoloa Street Honolulu HI                 
8.060 UBS AG 2865 Pukoloa Street 104,506 2865 Pukoloa Street Honolulu HI                 
8.061 UBS AG 789 Mapunapuna Street 103,755 789 Mapunapuna Street Honolulu HI                 
8.062 UBS AG 2960 Mokumoa Street 103,052 2960 Mokumoa Street Honolulu HI                 
8.063 UBS AG 231B Sand Island Access Road 102,093 231B Sand Island Access Road Honolulu HI                 
8.064 UBS AG 2020 Auiki Street 101,262 2020 Auiki Street Honolulu HI                 
8.065 UBS AG 2857 Awaawaloa Street 100,639 2857 Awaawaloa Street Honolulu HI                 
8.066 UBS AG 1050 Kikowaena Place 99,344 1050 Kikowaena Place Honolulu HI                 
8.067 UBS AG 2850 Mokumoa Street 99,264 2850 Mokumoa Street Honolulu HI                 
8.068 UBS AG 2840 Mokumoa Street 99,168 2840 Mokumoa Street Honolulu HI                 
8.069 UBS AG 2830 Mokumoa Street 99,009 2830 Mokumoa Street Honolulu HI                 
8.070 UBS AG 960 Mapunapuna Street 98,801 960 Mapunapuna Street Honolulu HI                 
8.071 UBS AG 125B Puuhale Road 98,082 125B Puuhale Road Honolulu HI                 
8.072 UBS AG 2809 Kaihikapu Street 97,139 2809 Kaihikapu Street Honolulu HI                 
8.073 UBS AG 212 Mohonua Place 96,755 212 Mohonua Place Honolulu HI                 
8.074 UBS AG 692 Mapunapuna Street 94,837 692 Mapunapuna Street Honolulu HI                 
8.075 UBS AG 1024 Kikowaena Place 93,751 1024 Kikowaena Place Honolulu HI                 
8.076 UBS AG 669 Ahua Street 92,664 669 Ahua Street Honolulu HI                 
8.077 UBS AG 215 Puuhale Road 92,456 215 Puuhale Road Honolulu HI                 
8.078 UBS AG 142 Mokauea St 91,098 142 Mokauea Street Honolulu HI                 
8.079 UBS AG 2847 Awaawaloa Street 90,266 2847 Awaawaloa Street Honolulu HI                 
8.080 UBS AG 2816 Awaawaloa Street 89,803 2816 Awaawaloa Street Honolulu HI                 
8.081 UBS AG 2928 Kaihikapu Street - B 89,739 2928 Kaihikapu Street - B Honolulu HI                 
8.082 UBS AG 2864 Mokumoa Street 89,659 2864 Mokumoa Street Honolulu HI                 
8.083 UBS AG 770 Mapunapuna Street 89,563 770 Mapunapuna Street Honolulu HI                 
8.084 UBS AG 151 Puuhale Road 88,988 151 Puuhale Road Honolulu HI                 
8.085 UBS AG 207 Puuhale Road 88,972 207 Puuhale Road Honolulu HI                 
8.086 UBS AG 2970 Mokumoa Street 88,812 2970 Mokumoa Street Honolulu HI                 
8.087 UBS AG 2868 Kaihikapu Street 88,269 2868 Kaihikapu Street Honolulu HI                 
8.088 UBS AG 2908 Kaihikapu Street 87,677 2908 Kaihikapu Street Honolulu HI                 
8.089 UBS AG 2814 Kilihau Street 87,550 2814 Kilihau Street Honolulu HI                 
8.090 UBS AG 759 Puuloa Road 87,070 759 Puuloa Road Honolulu HI                 
8.091 UBS AG 659 Puuloa Road 87,054 659 Puuloa Road Honolulu HI                 

 

  

 

 

UBS 2019-C16: Mortgage Loan Schedule

 

Mortgage Loan Number Mortgage Loan Seller Property Name Cut-off Date Balance Address City State Origination Date Maturity Date or Anticipated Repayment Date Gross Mortgage Rate Original Term to Maturity or ARD Remaining Term to Maturity or ARD Amortization Type Original Amortization Term ARD
8.092 UBS AG 667 Puuloa Road 87,054 667 Puuloa Road Honolulu HI                 
8.093 UBS AG 679 Puuloa Road 87,054 679 Puuloa Road Honolulu HI                 
8.094 UBS AG 689 Puuloa Road 87,054 689 Puuloa Road Honolulu HI                 
8.095 UBS AG 950 Mapunapuna Street 86,926 950 Mapunapuna Street Honolulu HI                 
8.096 UBS AG 822 Mapunapuna Street 86,511 822 Mapunapuna Street Honolulu HI                 
8.097 UBS AG 842 Mapunapuna Street 86,511 842 Mapunapuna Street Honolulu HI                 
8.098 UBS AG 214 Sand Island Access Rd 86,303 214 Sand Island Access Road Honolulu HI                 
8.099 UBS AG 709 Ahua Street 86,287 709 Ahua Street Honolulu HI                 
8.100 UBS AG 766 Mapunapuna Street 85,568 766 Mapunapuna Street Honolulu HI                 
8.101 UBS AG 830 Mapunapuna Street 85,552 830 Mapunapuna Street Honolulu HI                 
8.102 UBS AG 2855 Kaihikapu Street 85,248 2855 Kaihikapu Street Honolulu HI                 
8.103 UBS AG 865 Ahua Street 85,008 865 Ahua Street Honolulu HI                 
8.104 UBS AG 852 Mapunapuna Street 84,976 852 Mapunapuna Street Honolulu HI                 
8.105 UBS AG 2906 Kaihikapu Street 84,609 2906 Kaihikapu Street Honolulu HI                 
8.106 UBS AG 2879 Paa Street 84,193 2879 Paa Street Honolulu HI                 
8.107 UBS AG 702 Ahua Street 83,986 702 Ahua Street Honolulu HI                 
8.108 UBS AG 2864 Awaawaloa Street 83,490 2864 Awaawaloa Street Honolulu HI                 
8.109 UBS AG 2819 Mokumoa Street - A 82,659 2819 Mokumoa Street - A Honolulu HI                 
8.110 UBS AG 2869 Mokumoa Street 82,515 2869 Mokumoa Street Honolulu HI                 
8.111 UBS AG 2819 Mokumoa Street - B 82,403 2819 Mokumoa Street - B Honolulu HI                 
8.112 UBS AG 228 Mohonua Place 82,291 228 Mohonua Place Honolulu HI                 
8.113 UBS AG 2264 Pahounui Drive 82,068 2264 Pahounui Drive Honolulu HI                 
8.114 UBS AG 808 Ahua Street 81,956 808 Ahua Street Honolulu HI                 
8.115 UBS AG 2827 Kaihikapu Street 81,940 2827 Kaihikapu Street Honolulu HI                 
8.116 UBS AG 697 Ahua Street 81,876 697 Ahua Street Honolulu HI                 
8.117 UBS AG 2849 Kaihikapu Street 81,748 2849 Kaihikapu Street Honolulu HI                 
8.118 UBS AG 2831 Awaawaloa Street 81,492 2831 Awaawaloa Street Honolulu HI                 
8.119 UBS AG 2858 Kaihikapu Street 81,428 2858 Kaihikapu Street Honolulu HI                 
8.120 UBS AG 2276 Pahounui Drive 81,428 2276 Pahounui Drive Honolulu HI                 
8.121 UBS AG 2806 Kaihikapu Street 81,348 2806 Kaihikapu Street Honolulu HI                 
8.122 UBS AG 1052 Ahua Street 81,157 1052 Ahua Street Honolulu HI                 
8.123 UBS AG 2889 Mokumoa Street 80,917 2889 Mokumoa Street Honolulu HI                 
8.124 UBS AG 685 Ahua Street 80,757 685 Ahua Street Honolulu HI                 
8.125 UBS AG 2839 Mokumoa Street 80,454 2839 Mokumoa Street Honolulu HI                 
8.126 UBS AG 94-240 Pupuole Street 80,438 94-240 Pupuole Street Honolulu HI                 
8.127 UBS AG 2829 Kaihikapu Street - A 80,294 2829 Kaihikapu Street - A Honolulu HI                 
8.128 UBS AG 719 Ahua Street 80,150 719 Ahua Street Honolulu HI                 
8.129 UBS AG 2812 Awaawaloa Street 80,134 2812 Awaawaloa Street Honolulu HI                 
8.130 UBS AG 2927 Mokumoa Street 80,118 2927 Mokumoa Street Honolulu HI                 
8.131 UBS AG 197 Sand Island Access Road 80,038 197 Sand Island Access Road Honolulu HI                 
8.132 UBS AG 2844 Kaihikapu Street 79,734 2844 Kaihikapu Street Honolulu HI                 
8.133 UBS AG 2879 Mokumoa Street 79,479 2879 Mokumoa Street Honolulu HI                 
8.134 UBS AG 2135 Auiki Street 79,303 2135 Auiki Street Honolulu HI                 
8.135 UBS AG 855 Ahua Street 79,143 855 Ahua Street Honolulu HI                 
8.136 UBS AG 2122 Kaliawa Street 79,127 2122 Kaliawa Street Honolulu HI                 
8.137 UBS AG 2831 Kaihikapu Street 79,047 2831 Kaihikapu Street Honolulu HI                 
8.138 UBS AG 729 Ahua Street 78,983 729 Ahua Street Honolulu HI                 
8.139 UBS AG 739 Ahua Street 78,983 739 Ahua Street Honolulu HI                 
8.140 UBS AG 2833 Paa Street #2 77,241 2833 Paa Street #2 Honolulu HI                 
8.141 UBS AG 2833 Paa Street 77,241 2833 Paa Street Honolulu HI                 
8.142 UBS AG 2815 Kaihikapu Street 75,563 2815 Kaihikapu Street Honolulu HI                 
8.143 UBS AG 1062 Kikowaena Place 75,467 1062 Kikowaena Place Honolulu HI                 
8.144 UBS AG 673 Ahua Street 74,940 673 Ahua Street Honolulu HI                 
8.145 UBS AG 2106 Kaliawa Street 74,684 2106 Kaliawa Street Honolulu HI                 
8.146 UBS AG 812 Mapunapuna Street 74,588 812 Mapunapuna Street Honolulu HI                 
8.147 UBS AG 2804 Kilihau Street 73,885 2804 Kilihau Street Honolulu HI                 
8.148 UBS AG 525 N. King Street 73,853 525 N. King Street Honolulu HI                 
8.149 UBS AG 204 Sand Island Access Road 73,693 204 Sand Island Access Road Honolulu HI                 
8.150 UBS AG 660 Ahua Street 73,677 660 Ahua Street Honolulu HI                 
8.151 UBS AG 218 Mohonua Place 73,469 218 Mohonua Place Honolulu HI                 
8.152 UBS AG 125 Puuhale Road 72,606 125 Puuhale Road Honolulu HI                 
8.153 UBS AG 645 Ahua Street 71,360 645 Ahua Street Honolulu HI                 
8.154 UBS AG 675 Mapunapuna Street 71,280 675 Mapunapuna Street Honolulu HI                 
8.155 UBS AG 659 Ahua Street 71,136 659 Ahua Street Honolulu HI                 
8.156 UBS AG 1055 Ahua Street 69,330 1055 Ahua Street Honolulu HI                 
8.157 UBS AG 944 Ahua Street 68,675 944 Ahua Street Honolulu HI                 
8.158 UBS AG 2019 Kahai Street 65,335 2019 Kahai Street Honolulu HI                 
8.159 UBS AG 2001 Kahai Street 62,809 2001 Kahai Street Honolulu HI                 
8.160 UBS AG 106 Puuhale 62,330 106 Puuhale Road Honolulu HI                 
8.161 UBS AG 2875 Paa Street 61,243 2875 Paa Street Honolulu HI                 
8.162 UBS AG 1024 Mapunapuna Street 60,460 1024 Mapunapuna Street Honolulu HI                 
8.163 UBS AG 2760 Kam Highway 59,245 2760 Kam Highway Honolulu HI                 
8.164 UBS AG 2635 Waiwai Loop A 57,999 2635 Waiwai Loop A Honolulu HI                 
8.165 UBS AG 2635 Waiwai Loop B 57,903 2635 Waiwai Loop B Honolulu HI                 
8.166 UBS AG 2836 Awaawaloa Street 57,216 2836 Awaawaloa Street Honolulu HI                 
8.167 UBS AG 609 Ahua Street 56,049 609 Ahua Street Honolulu HI                 
8.168 UBS AG 905 Ahua Street 55,042 905 Ahua Street Honolulu HI                 
8.169 UBS AG 2110 Auiki Street 54,403 2110 Auiki Street Honolulu HI                 
8.170 UBS AG 140 Puuhale Road 52,613 140 Puuhale Road Honolulu HI                 
8.171 UBS AG 2139 Kaliawa Street 52,069 2139 Kaliawa Street Honolulu HI                 
8.172 UBS AG 231 Sand Island Access Road 50,727 231 Sand Island Access Road Honolulu HI                 
8.173 UBS AG 2140 Kaliawa Street 46,683 2140 Kaliawa Street Honolulu HI                 
8.174 UBS AG 33 S. Vineyard Boulevard 45,788 33 S. Vineyard Boulevard Honolulu HI                 
8.175 UBS AG 970 Ahua Street 42,752 970 Ahua Street Honolulu HI                 
8.176 UBS AG 960 Ahua Street 39,987 960 Ahua Street Honolulu HI                 
8.177 UBS AG 1045 Mapunapuna Street 36,950 1045 Mapunapuna Street Honolulu HI                 

 

  

 

 

UBS 2019-C16: Mortgage Loan Schedule

 

Mortgage Loan Number Mortgage Loan Seller Property Name Cut-off Date Balance Address City State Origination Date Maturity Date or Anticipated Repayment Date Gross Mortgage Rate Original Term to Maturity or ARD Remaining Term to Maturity or ARD Amortization Type Original Amortization Term ARD
8.178 UBS AG 165 Sand Island Access Road 35,576 165 Sand Island Access Road Honolulu HI                 
8.179 UBS AG 2839 Kilihau Street 34,297 2839 Kilihau Street Honolulu HI                 
8.180 UBS AG 2829 Kilihau Street 34,218 2829 Kilihau Street Honolulu HI                 
8.181 UBS AG 2833 Kilihau Street 34,106 2833 Kilihau Street Honolulu HI                 
8.182 UBS AG 2821 Kilihau Street 32,843 2821 Kilihau Street Honolulu HI                 
8.183 UBS AG 2808 Kam Highway 32,396 2808 Kam Highway Honolulu HI                 
8.184 UBS AG 2815 Kilihau Street 30,158 2815 Kilihau Street Honolulu HI                 
8.185 UBS AG 2850 Awaawaloa Street 23,382 2850 Awaawaloa Street Honolulu HI                 
8.186 UBS AG 846 Ala Lilikoi Boulevard B 14,528 846 Ala Lilikoi Boulevard B Honolulu HI                 
11 UBS AG 1515 N. Flagler Drive 22,165,000 1515 North Flagler Drive West Palm Beach FL 1/24/2019 2/6/2029 5.115500% 120 118  Full IO 0 No
14 UBS AG Cable Park 18,200,000 8861 Greenback Lane Orangevale CA 12/10/2018 1/6/2029 5.410000% 120 117  Partial IO 360 No
15 UBS AG Kyle Crossing 18,100,000 5100 - 5167 Kyle Center Drive Kyle TX 12/14/2018 1/6/2029 5.463000% 120 117  Full IO 0 No
17 UBS AG Lakewood Center 13,675,000 8852 Lakewood Drive Windsor CA 12/10/2018 1/6/2029 5.440000% 120 117  Partial IO 360 No
18 UBS AG Trumbull and Porter Hotel - Detroit 13,088,285 1331 Trumbull Street Detroit MI 3/6/2019 3/6/2029 5.706000% 120 119  Amortizing 360 No
21 UBS AG Hampden Center 12,216,949 4810-4950 Carlisle Pike Mechanicsburg PA 2/6/2019 2/6/2029 4.650000% 120 118  Amortizing 360 No
22 UBS AG Village Marketplace 7,800,000 5015 Okeechobee Boulevard West Palm Beach FL 1/10/2019 1/6/2029 5.300000% 120 117  Partial IO 360 No
23 UBS AG Turnpike Plaza 4,100,000 5922 Okeechobee Boulevard West Palm Beach FL 1/10/2019 1/6/2029 5.300000% 120 117  Partial IO 360 No
25 UBS AG The Crossings Shopping Center 9,206,430 5200-5260 Oaklawn Boulevard Hopewell VA 1/10/2019 1/6/2029 4.980000% 120 117  Amortizing 360 No
27 UBS AG Elk Park Village 9,000,000 9606 - 9679 East Stockton Boulevard Elk Grove CA 3/11/2019 3/6/2029 5.300000% 120 119  Partial IO 360 No
30 UBS AG 16300 Roscoe Blvd 8,212,519 16300-16380 Roscoe Boulevard Van Nuys CA 11/21/2018 12/6/2028 5.168500% 120 116  Amortizing 360 No
31 UBS AG Holiday Inn - Battle Creek 7,743,320 12812 Harper Village Drive Battle Creek MI 3/6/2019 3/6/2029 5.850000% 120 119  Amortizing 360 No
32 UBS AG Village Shoppes at Creekside 7,700,000 860 Duluth Highway Lawrenceville GA 1/10/2019 1/6/2029 5.127400% 120 117  Partial IO 360 No
33 UBS AG Bella Vista Village Apartments 7,492,849 110 Northwest 39th Avenue Gainesville FL 3/11/2019 3/6/2029 5.450000% 120 119  Amortizing 360 No
36 UBS AG Park Entrance Apartments 7,000,000 820-832 Park Entrance Place O’Fallon IL 2/5/2019 2/6/2029 5.100000% 120 118  Partial IO 360 No
38 UBS AG Sidney Baker Apartments 5,700,000 1405 Sidney Baker Street Kerrville TX 2/15/2019 3/6/2029 5.250000% 120 119  Partial IO 360 No
39 UBS AG Regency Place 5,693,639 1900, 1901, 1910, 1911, 1920, 1921, 1930, 1931, 1940, 1941, 1951, 1961, & 1971 Chene Court Detroit MI 2/19/2019 3/6/2029 4.790000% 120 119  Amortizing 360 No
40 UBS AG Country Inn - Smithfield 5,667,242 250 North Equity Drive Smithfield NC 2/27/2019 3/6/2029 5.644000% 120 119  Amortizing 300 No
44 UBS AG Wisteria Court Apartments 4,500,000 1451-1462 Wisteria Court Swansea IL 2/5/2019 2/6/2029 5.100000% 120 118  Partial IO 360 No
45 UBS AG Westchester Towers 4,195,106 35700 East Michigan Avenue Wayne MI 3/1/2019 3/6/2029 4.600000% 120 119  Amortizing 360 No
47 UBS AG Shoppes at Gloucester 3,887,609 6583 Market Drive Gloucester VA 12/21/2018 1/6/2029 5.700000% 120 117  Amortizing 360 No
48 UBS AG 5150 North State Road 7 3,800,000 5150 North State Road 7 Fort Lauderdale FL 3/11/2019 4/6/2029 5.361000% 120 120  Amortizing 360 No

 

  

 

 

UBS 2019-C16: Mortgage Loan Schedule

 

Mortgage Loan Number Mortgage Loan Seller Property Name Master & Primary Servicing Fee Rate (%) Sub-Servicer Fee Rate (%)
1 UBS AG The Colonnade Office Complex 0.001250% 0.001250%
3 UBS AG SkyLoft Austin 0.002500% 0.000000%
4 UBS AG Southern Motion Industrial Portfolio 0.002500% 0.000000%
4.01 UBS AG 1 Fashion Way    
4.02 UBS AG 298 Henry Southern Drive    
4.03 UBS AG 957 Pontotoc County Ind Pkwy    
4.04 UBS AG 195 Henry Southern Drive    
4.05 UBS AG 370 Henry Southern Drive    
4.06 UBS AG 161 Prestige Drive    
5 UBS AG Great Value Storage Portfolio 0.002500% 0.000000%
5.01 UBS AG GVS - 6250 Westward Lane    
5.02 UBS AG GVS - 1223, 1235, 1431, 1441, 1451, 1491, 1527, 1543 & 1559 North Nellis Boulevard    
5.03 UBS AG GVS - 9530 Skillman Street    
5.04 UBS AG GVS - 4311 Samuell Boulevard    
5.05 UBS AG GVS - 9010 Emmett F Lowry Expressway    
5.06 UBS AG GVS - 9984 South Old State Road    
5.07 UBS AG GVS - 10640 Hempstead Road    
5.08 UBS AG GVS - 7273 Kearney Street and 6345 East 78th Avenue    
5.09 UBS AG GVS - 4641 Production Drive    
5.10 UBS AG GVS - 920 Highway 80 East    
5.11 UBS AG GVS - 2202 North Market Street    
5.12 UBS AG GVS - 111 North Layfair Drive    
5.13 UBS AG GVS - 435 Congress Park Drive    
5.14 UBS AG GVS - 765 South Street    
5.15 UBS AG GVS - 410 Gulf Freeway    
5.16 UBS AG GVS - 5199 Westerville Road    
5.17 UBS AG GVS - 2502 Bay Street    
5.18 UBS AG GVS - 1710 North Cunningham Avenue    
5.19 UBS AG GVS - 7821 Taylor Road    
5.20 UBS AG GVS - 9600 Marion Ridge    
5.21 UBS AG GVS - 4901 South Freeway    
5.22 UBS AG GVS - 15300 Kuykendahl Road    
5.23 UBS AG GVS - 9951 Harwin Road    
5.24 UBS AG GVS - 2033 Oak Grove Road    
5.25 UBS AG GVS - 11702 Beechnut Street    
5.26 UBS AG GVS - 13825 FM 306    
5.27 UBS AG GVS - 5550 Antoine Drive    
5.28 UBS AG GVS - 580 East Dublin Granville Road    
5.29 UBS AG GVS - 7986 Southern Boulevard    
5.30 UBS AG GVS - 1330 Georgesville Road    
5.31 UBS AG GVS - 123 South Meridian Road    
5.32 UBS AG GVS - 3380 North Post Road    
5.33 UBS AG GVS - 2150 Wirt Road    
5.34 UBS AG GVS - 5301 Tamarack Circle East    
5.35 UBS AG GVS - 443 Laredo Street    
5.36 UBS AG GVS - 1661 and 1670 West Government Street    
5.37 UBS AG GVS - 8450 Cook Road    
5.38 UBS AG GVS - 613 North Freeway    
5.39 UBS AG GVS - 10601 West Fairmont Parkway    
5.40 UBS AG GVS - 7200 Tussing Road    
5.41 UBS AG GVS - 14318 Highway 249    
5.42 UBS AG GVS - 1910 25th Avenue North    
5.43 UBS AG GVS - 8501 North Springboro Pike    
5.44 UBS AG GVS - 4145 State Route 741    
5.45 UBS AG GVS - 1961 Covington Pike    
5.46 UBS AG GVS - 3785 Shiloh Springs Road    
5.47 UBS AG GVS - 1585 Lexington Avenue    
5.48 UBS AG GVS - 1594 Route 9G    
5.49 UBS AG GVS - 8320 Alabonson Road    
5.50 UBS AG GVS - 10013 FM 620    
5.51 UBS AG GVS - 426 North Smithville Road    
5.52 UBS AG GVS - 60 Westpark Road    
5.53 UBS AG GVS - 2407 South U.S. Highway 183    
5.54 UBS AG GVS - 5811 North Houston Rosslyn Road    
5.55 UBS AG GVS - 3412 Garth Road    
5.56 UBS AG GVS - 941 Fairmont Parkway    
5.57 UBS AG GVS - 632 Timkin Road    
5.58 UBS AG GVS - 8801 Boone Road    
5.59 UBS AG GVS - 3951 Highway 78    
5.60 UBS AG GVS - 16905 Indian Chief Drive    
5.61 UBS AG GVS - 16530 West Hardy Road    
5.62 UBS AG GVS - 4806 Marie Lane    
5.63 UBS AG GVS - 1151 East Expressway 83    
5.64 UBS AG GVS - 7116 South IH-35 Frontage Road    
6 UBS AG FIGO Multi-State MF Portfolio II 0.002500% 0.000000%
6.01 UBS AG Woodlands - Streetsboro    
6.02 UBS AG West of Eastland    
6.03 UBS AG Valleybrook    
6.04 UBS AG Springwood    
6.05 UBS AG Sherbrook - Indianapolis    
6.06 UBS AG Link Terrace    
6.07 UBS AG Stonehenge    
7 UBS AG Heartland Dental Medical Office Portfolio 0.001250% 0.001250%
7.001 UBS AG Heartland Dental Medical Office Portfolio - 1200 Network Centre Drive    
7.002 UBS AG Heartland Dental Medical Office Portfolio - 9150 North East Barry Road    
7.003 UBS AG Heartland Dental Medical Office Portfolio - 11925 Jones Bridge Road    

 

  

 

 

UBS 2019-C16: Mortgage Loan Schedule

 

Mortgage Loan Number Mortgage Loan Seller Property Name Master & Primary Servicing Fee Rate (%) Sub-Servicer Fee Rate (%)
7.004 UBS AG Heartland Dental Medical Office Portfolio - 200 Brevco Plaza    
7.005 UBS AG Heartland Dental Medical Office Portfolio - 1760 West Virginia Street    
7.006 UBS AG Heartland Dental Medical Office Portfolio - 117 St. Patrick’s Drive    
7.007 UBS AG Heartland Dental Medical Office Portfolio - 1647 County Road 220    
7.008 UBS AG Heartland Dental Medical Office Portfolio - 3500 East Highway 377    
7.009 UBS AG Heartland Dental Medical Office Portfolio - 4112 North Belt Highway    
7.010 UBS AG Heartland Dental Medical Office Portfolio - 3009 Winghaven Boulevard    
7.011 UBS AG Heartland Dental Medical Office Portfolio - 2202 Althoff Drive    
7.012 UBS AG Heartland Dental Medical Office Portfolio - 3820 Wabash Avenue    
7.013 UBS AG Heartland Dental Medical Office Portfolio - 561 East Lincoln Highway    
7.014 UBS AG Heartland Dental Medical Office Portfolio - 508 South 52nd Street    
7.015 UBS AG Heartland Dental Medical Office Portfolio - 1025 Ashley Street    
7.016 UBS AG Heartland Dental Medical Office Portfolio - 440 Erie Parkway    
7.017 UBS AG Heartland Dental Medical Office Portfolio - 1381 Citrus Tower Boulevard    
7.018 UBS AG Heartland Dental Medical Office Portfolio - 1751 Pleasant Road    
7.019 UBS AG Heartland Dental Medical Office Portfolio - 9625 Lake Nona Village Place    
7.020 UBS AG Heartland Dental Medical Office Portfolio - 615 Saint James Avenue    
7.021 UBS AG Heartland Dental Medical Office Portfolio - 13816 Narcoossee Road    
7.022 UBS AG Heartland Dental Medical Office Portfolio - 1695 Wells Road    
7.023 UBS AG Heartland Dental Medical Office Portfolio - 4355 Suwanee Dam Road    
7.024 UBS AG Heartland Dental Medical Office Portfolio - 7310 North Villa Drive    
7.025 UBS AG Heartland Dental Medical Office Portfolio - 299A Indian Lake Boulevard    
7.026 UBS AG Heartland Dental Medical Office Portfolio - 2455 East Main Street    
7.027 UBS AG Heartland Dental Medical Office Portfolio - 630 East Markey Parkway    
7.028 UBS AG Heartland Dental Medical Office Portfolio - 1613 East Pflugerville Parkway    
7.029 UBS AG Heartland Dental Medical Office Portfolio - 782 Belle Terre Parkway    
7.030 UBS AG Heartland Dental Medical Office Portfolio - 11890 Highway 707    
7.031 UBS AG Heartland Dental Medical Office Portfolio - 7551 Osceola Polk Line Road    
7.032 UBS AG Heartland Dental Medical Office Portfolio - 100 Piper Hill Drive    
7.033 UBS AG Heartland Dental Medical Office Portfolio - 8624 Lee Vista Boulevard    
7.034 UBS AG Heartland Dental Medical Office Portfolio - 149 Tuscan Way    
7.035 UBS AG Heartland Dental Medical Office Portfolio - 2740 Prairie Crossing Drive    
7.036 UBS AG Heartland Dental Medical Office Portfolio - 2066 Bruce B. Downs Boulevard    
7.037 UBS AG Heartland Dental Medical Office Portfolio - 209 Latitude Lane    
7.038 UBS AG Heartland Dental Medical Office Portfolio - 4608 South West College Road    
7.039 UBS AG Heartland Dental Medical Office Portfolio - 1315 Bell Road    
7.040 UBS AG Heartland Dental Medical Office Portfolio - 4237 U.S. Highway 1 South    
7.041 UBS AG Heartland Dental Medical Office Portfolio - 1521 East Debbie Lane    
7.042 UBS AG Heartland Dental Medical Office Portfolio - 3152 South Broadway    
7.043 UBS AG Heartland Dental Medical Office Portfolio - 8701 South Garnett Road    
7.044 UBS AG Heartland Dental Medical Office Portfolio - 450 South Weber Road    
7.045 UBS AG Heartland Dental Medical Office Portfolio - 840 Nissan Drive    
7.046 UBS AG Heartland Dental Medical Office Portfolio - 12222 Route 47    
7.047 UBS AG Heartland Dental Medical Office Portfolio - 3415 Livernois Road    
7.048 UBS AG Heartland Dental Medical Office Portfolio - 5309 Buffalo Gap Road    
7.049 UBS AG Heartland Dental Medical Office Portfolio - 8190 Windfall Lane    
7.050 UBS AG Heartland Dental Medical Office Portfolio - 2620 East Highway 50    
7.051 UBS AG Heartland Dental Medical Office Portfolio - 10670 Southwest Tradition Square    
7.052 UBS AG Heartland Dental Medical Office Portfolio - 4939 Courthouse Street    
7.053 UBS AG Heartland Dental Medical Office Portfolio - 2301 Old Canoe Creek Road    
7.054 UBS AG Heartland Dental Medical Office Portfolio - 507 North Hershey Road    
7.055 UBS AG Heartland Dental Medical Office Portfolio - 242 Southwoods Center    
7.056 UBS AG Heartland Dental Medical Office Portfolio - 3016 Columbia Avenue    
7.057 UBS AG Heartland Dental Medical Office Portfolio - 4120 North 197th Avenue    
7.058 UBS AG Heartland Dental Medical Office Portfolio - 13794 Beach Boulevard    
7.059 UBS AG Heartland Dental Medical Office Portfolio - 3037 Southwest Port St. Lucie Boulevard    
7.060 UBS AG Heartland Dental Medical Office Portfolio - 1840 Dekalb Avenue    
7.061 UBS AG Heartland Dental Medical Office Portfolio - 9100 Highway 119    
7.062 UBS AG Heartland Dental Medical Office Portfolio - 42 Market Square Road    
7.063 UBS AG Heartland Dental Medical Office Portfolio - 2707 Sycamore Road    
7.064 UBS AG Heartland Dental Medical Office Portfolio - 2014 Lime Kiln Road    
7.065 UBS AG Heartland Dental Medical Office Portfolio - 103 Farabee Drive North    
7.066 UBS AG Heartland Dental Medical Office Portfolio - 4999 North Tanner Road    
7.067 UBS AG Heartland Dental Medical Office Portfolio - 674 Lake Joy Road    
7.068 UBS AG Heartland Dental Medical Office Portfolio - 1828 IN-44    
7.069 UBS AG Heartland Dental Medical Office Portfolio - 2950 South Rutherford Boulevard    
7.070 UBS AG Heartland Dental Medical Office Portfolio - 545 East Hunt Highway    
7.071 UBS AG Heartland Dental Medical Office Portfolio - 17810 Pierce Plaza    
7.072 UBS AG Heartland Dental Medical Office Portfolio - 5445 South Williamson Boulevard    
7.073 UBS AG Heartland Dental Medical Office Portfolio - 780 East-West Connector South West    
7.074 UBS AG Heartland Dental Medical Office Portfolio - 16620 West 159th Street    
7.075 UBS AG Heartland Dental Medical Office Portfolio - 13851 North US Highway 441    
7.076 UBS AG Heartland Dental Medical Office Portfolio - 3120 Mahan Drive    
7.077 UBS AG Heartland Dental Medical Office Portfolio - 2000 Veterans Memorial Parkway South    
7.078 UBS AG Heartland Dental Medical Office Portfolio - 1402 U.S. Route 12    
7.079 UBS AG Heartland Dental Medical Office Portfolio - 1776 Blanding Boulevard    
7.080 UBS AG Heartland Dental Medical Office Portfolio - 3012 Anchor Drive    
7.081 UBS AG Heartland Dental Medical Office Portfolio - 1715 West Main Street    
7.082 UBS AG Heartland Dental Medical Office Portfolio - 10389 Big Bend Road    
7.083 UBS AG Heartland Dental Medical Office Portfolio - 7103 Whitestown Parkway    
7.084 UBS AG Heartland Dental Medical Office Portfolio - 2751 Fountain Place    
7.085 UBS AG Heartland Dental Medical Office Portfolio - 2030 Crossing Circle    
7.086 UBS AG Heartland Dental Medical Office Portfolio - 13101 East 96th Street North    
7.087 UBS AG Heartland Dental Medical Office Portfolio - 692 Essington Road    
7.088 UBS AG Heartland Dental Medical Office Portfolio - 240 Blossom Park Drive    
7.089 UBS AG Heartland Dental Medical Office Portfolio - 6005 Watson Boulevard    

 

  

 

 

UBS 2019-C16: Mortgage Loan Schedule

 

Mortgage Loan Number Mortgage Loan Seller Property Name Master & Primary Servicing Fee Rate (%) Sub-Servicer Fee Rate (%)
7.090 UBS AG Heartland Dental Medical Office Portfolio - 3237 Sixes Road    
7.091 UBS AG Heartland Dental Medical Office Portfolio - 4030 Winder Highway    
7.092 UBS AG Heartland Dental Medical Office Portfolio - 8605 East State Road 70    
7.093 UBS AG Heartland Dental Medical Office Portfolio - 540 West Walnut Street    
7.094 UBS AG Heartland Dental Medical Office Portfolio - 5630 Plank Road    
7.095 UBS AG Heartland Dental Medical Office Portfolio - 10505 Lima Road    
7.096 UBS AG Heartland Dental Medical Office Portfolio - 7485 Vanderbilt Beach Boulevard    
7.097 UBS AG Heartland Dental Medical Office Portfolio - 2701 South Koke Mill Road    
7.098 UBS AG Heartland Dental Medical Office Portfolio - 22329 Greenview Parkway    
7.099 UBS AG Heartland Dental Medical Office Portfolio - 25000 Bernwood Drive    
7.100 UBS AG Heartland Dental Medical Office Portfolio - 3500 Clemson Boulevard    
7.101 UBS AG Heartland Dental Medical Office Portfolio - 2222 Highway 540A East    
7.102 UBS AG Heartland Dental Medical Office Portfolio - 1055 Pine Log Road    
7.103 UBS AG Heartland Dental Medical Office Portfolio - 4315 North Holland Sylvania Road    
7.104 UBS AG Heartland Dental Medical Office Portfolio - 21300 Town Commons Drive    
7.105 UBS AG Heartland Dental Medical Office Portfolio - 1905 Convenience Place    
7.106 UBS AG Heartland Dental Medical Office Portfolio - 3308 Platt Springs Road    
7.107 UBS AG Heartland Dental Medical Office Portfolio - 132 Milestone Way    
7.108 UBS AG Heartland Dental Medical Office Portfolio - 1429 Chester Boulevard    
7.109 UBS AG Heartland Dental Medical Office Portfolio - 1339 North Sumter Boulevard    
7.110 UBS AG Heartland Dental Medical Office Portfolio - 1536 Farm to Market 359 Road    
7.111 UBS AG Heartland Dental Medical Office Portfolio - 3585 North 168th Court    
7.112 UBS AG Heartland Dental Medical Office Portfolio - 1980 U.S. Highway 1 South    
7.113 UBS AG Heartland Dental Medical Office Portfolio - 13328 Metcalf Avenue    
7.114 UBS AG Heartland Dental Medical Office Portfolio - 826 West Lincoln Avenue    
7.115 UBS AG Heartland Dental Medical Office Portfolio - 1515 West 45th Avenue    
7.116 UBS AG Heartland Dental Medical Office Portfolio - 1012 Mill Pond Lane    
7.117 UBS AG Heartland Dental Medical Office Portfolio - 621 Chatham Avenue    
7.118 UBS AG Heartland Dental Medical Office Portfolio - 24940 South Tamiami Trail    
7.119 UBS AG Heartland Dental Medical Office Portfolio - 609 Front Street    
7.120 UBS AG Heartland Dental Medical Office Portfolio - 6190 LBJ Freeway    
7.121 UBS AG Heartland Dental Medical Office Portfolio - 3417 Schofield Avenue    
7.122 UBS AG Heartland Dental Medical Office Portfolio - 330 Park Place    
7.123 UBS AG Heartland Dental Medical Office Portfolio - 1490 North Green Mount Road    
7.124 UBS AG Heartland Dental Medical Office Portfolio - 213 Main Street    
7.125 UBS AG Heartland Dental Medical Office Portfolio - 11119 Hearth Road    
7.126 UBS AG Heartland Dental Medical Office Portfolio - 2362 West Boulevard Street    
7.127 UBS AG Heartland Dental Medical Office Portfolio - 2812 East Main Street    
7.128 UBS AG Heartland Dental Medical Office Portfolio - 1202 South Broad Street    
7.129 UBS AG Heartland Dental Medical Office Portfolio - 8790 Walnut Grove Road    
7.130 UBS AG Heartland Dental Medical Office Portfolio - 10708 East State Road 64    
7.131 UBS AG Heartland Dental Medical Office Portfolio - 2184 FM 3009    
7.132 UBS AG Heartland Dental Medical Office Portfolio - 2210 Boiling Springs Road    
7.133 UBS AG Heartland Dental Medical Office Portfolio - 3105 Kirby Whitten Road    
7.134 UBS AG Heartland Dental Medical Office Portfolio - 716 32nd Street South    
7.135 UBS AG Heartland Dental Medical Office Portfolio - 1010 West U.S. Route 6    
7.136 UBS AG Heartland Dental Medical Office Portfolio - 935 West Exchange Parkway    
7.137 UBS AG Heartland Dental Medical Office Portfolio - 3608 Jeffco Boulevard    
7.138 UBS AG Heartland Dental Medical Office Portfolio - 998 Williford Court    
7.139 UBS AG Heartland Dental Medical Office Portfolio - 4405 Highway 17    
7.140 UBS AG Heartland Dental Medical Office Portfolio - 3003 Twin Rivers Drive    
7.141 UBS AG Heartland Dental Medical Office Portfolio - 12260 Tamiami Trail East    
7.142 UBS AG Heartland Dental Medical Office Portfolio - 1405 South 25th Street    
7.143 UBS AG Heartland Dental Medical Office Portfolio - 12605 Troxler Avenue    
7.144 UBS AG Heartland Dental Medical Office Portfolio - 122 Stone Trace Drive    
7.145 UBS AG Heartland Dental Medical Office Portfolio - 4455 Florida National Drive    
7.146 UBS AG Heartland Dental Medical Office Portfolio - 3645 North Council Road    
7.147 UBS AG Heartland Dental Medical Office Portfolio - 9305 Market Square Drive    
7.148 UBS AG Heartland Dental Medical Office Portfolio - 3420 Bayside Lakes Boulevard Southeast    
7.149 UBS AG Heartland Dental Medical Office Portfolio - 309 West Ogden Avenue    
7.150 UBS AG Heartland Dental Medical Office Portfolio - 456 University Boulevard North    
7.151 UBS AG Heartland Dental Medical Office Portfolio - 1316 McMillan Street    
7.152 UBS AG Heartland Dental Medical Office Portfolio - 6233 Veterans Parkway    
7.153 UBS AG Heartland Dental Medical Office Portfolio - 116 Calumet Center Road    
7.154 UBS AG Heartland Dental Medical Office Portfolio - 828 South Main Street    
7.155 UBS AG Heartland Dental Medical Office Portfolio - 7200 Red Hawk Court    
7.156 UBS AG Heartland Dental Medical Office Portfolio - 303 Ashby Park Lane    
7.157 UBS AG Heartland Dental Medical Office Portfolio - 3106 Professional Plaza    
7.158 UBS AG Heartland Dental Medical Office Portfolio - 1950 Chesley Drive    
7.159 UBS AG Heartland Dental Medical Office Portfolio - 104 South Houston Road    
7.160 UBS AG Heartland Dental Medical Office Portfolio - 103 East Tatum Avenue    
7.161 UBS AG Heartland Dental Medical Office Portfolio - 165 Juniper Circle    
7.162 UBS AG Heartland Dental Medical Office Portfolio - 135 East Broadway Street    
7.163 UBS AG Heartland Dental Medical Office Portfolio - 9360 Two Notch Road    
7.164 UBS AG Heartland Dental Medical Office Portfolio - 12988 Georgia Highway 9    
7.165 UBS AG Heartland Dental Medical Office Portfolio - 5 Jannell Court    
7.166 UBS AG Heartland Dental Medical Office Portfolio - 1617 East Main Street    
7.167 UBS AG Heartland Dental Medical Office Portfolio - 2116 Vista Oeste North West, Unit 202    
7.168 UBS AG Heartland Dental Medical Office Portfolio - 50 South Kyrene Road, Suite 5    
7.169 UBS AG Heartland Dental Medical Office Portfolio - 101 Rice Bent Way Suite 4    
8 UBS AG ILPT Hawaii Portfolio 0.001250% 0.001250%
8.001 UBS AG 2810 Pukoloa Street    
8.002 UBS AG 1360 Pali Highway    
8.003 UBS AG 1001 Ahua Street    
8.004 UBS AG 848 Ala Lilikoi Boulevard A    
8.005 UBS AG 2850 Paa Street    

 

  

 

 

UBS 2019-C16: Mortgage Loan Schedule

 

Mortgage Loan Number Mortgage Loan Seller Property Name Master & Primary Servicing Fee Rate (%) Sub-Servicer Fee Rate (%)
8.006 UBS AG 949 Mapunapuna Street    
8.007 UBS AG 2828 Paa Street    
8.008 UBS AG 80 Sand Island Access Road    
8.009 UBS AG 1030 Mapunapuna Street    
8.010 UBS AG 150 Puuhale Road    
8.011 UBS AG 2344 Pahounui Drive    
8.012 UBS AG 120 Sand Island Access Rd    
8.013 UBS AG 1122 Mapunapuna Street    
8.014 UBS AG 2915 Kaihikapu Street    
8.015 UBS AG 819 Ahua Street    
8.016 UBS AG 2144 Auiki St    
8.017 UBS AG 1027 Kikowaena Place    
8.018 UBS AG 1931 Kahai Street    
8.019 UBS AG 148 Mokauea Street    
8.020 UBS AG 2886 Paa Street    
8.021 UBS AG 2838 Kilihau Street    
8.022 UBS AG 803 Ahua Street    
8.023 UBS AG 220 Puuhale Road    
8.024 UBS AG 930 Mapunapuna Street    
8.025 UBS AG 2103 Kaliawa Street    
8.026 UBS AG 2969 Mapunapuna Street    
8.027 UBS AG 158 Sand Island Access Road    
8.028 UBS AG 1926 Auiki St    
8.029 UBS AG 113 Puuhale Road    
8.030 UBS AG 2250 Pahounui Drive    
8.031 UBS AG 733 Mapunapuna Street    
8.032 UBS AG 761 Ahua Street    
8.033 UBS AG 918 Ahua Street    
8.034 UBS AG 180 Sand Island Access Road    
8.035 UBS AG 2829 Awaawaloa Street    
8.036 UBS AG 120 Mokauea    
8.037 UBS AG 2861 Mokumoa Street    
8.038 UBS AG 2826 Kaihikapu Street    
8.039 UBS AG 179 Sand Island Access Road    
8.040 UBS AG 855 Mapunapuna Street    
8.041 UBS AG 2308 Pahounui Drive    
8.042 UBS AG 619 Mapunapuna Street    
8.043 UBS AG 2846-A Awaawaloa Street    
8.044 UBS AG 238 Sand Island Access Road    
8.045 UBS AG 704 Mapunapuna Street    
8.046 UBS AG 120B Mokauea St    
8.047 UBS AG 1150 Kikowaena Street    
8.048 UBS AG 2127 Auiki Street    
8.049 UBS AG 2810 Paa Street    
8.050 UBS AG 2841 Pukoloa Street    
8.051 UBS AG 1000 Mapunapuna Street    
8.052 UBS AG 2829 Pukoloa Street    
8.053 UBS AG 889 Ahua Street    
8.054 UBS AG 2819 Pukoloa Street    
8.055 UBS AG 1038 Kikowaena Place    
8.056 UBS AG 2965 Mokumoa Street    
8.057 UBS AG 850 Ahua Street    
8.058 UBS AG 1330 Pali Highway    
8.059 UBS AG 2855 Pukoloa Street    
8.060 UBS AG 2865 Pukoloa Street    
8.061 UBS AG 789 Mapunapuna Street    
8.062 UBS AG 2960 Mokumoa Street    
8.063 UBS AG 231B Sand Island Access Road    
8.064 UBS AG 2020 Auiki Street    
8.065 UBS AG 2857 Awaawaloa Street    
8.066 UBS AG 1050 Kikowaena Place    
8.067 UBS AG 2850 Mokumoa Street    
8.068 UBS AG 2840 Mokumoa Street    
8.069 UBS AG 2830 Mokumoa Street    
8.070 UBS AG 960 Mapunapuna Street    
8.071 UBS AG 125B Puuhale Road    
8.072 UBS AG 2809 Kaihikapu Street    
8.073 UBS AG 212 Mohonua Place    
8.074 UBS AG 692 Mapunapuna Street    
8.075 UBS AG 1024 Kikowaena Place    
8.076 UBS AG 669 Ahua Street    
8.077 UBS AG 215 Puuhale Road    
8.078 UBS AG 142 Mokauea St    
8.079 UBS AG 2847 Awaawaloa Street    
8.080 UBS AG 2816 Awaawaloa Street    
8.081 UBS AG 2928 Kaihikapu Street - B    
8.082 UBS AG 2864 Mokumoa Street    
8.083 UBS AG 770 Mapunapuna Street    
8.084 UBS AG 151 Puuhale Road    
8.085 UBS AG 207 Puuhale Road    
8.086 UBS AG 2970 Mokumoa Street    
8.087 UBS AG 2868 Kaihikapu Street    
8.088 UBS AG 2908 Kaihikapu Street    
8.089 UBS AG 2814 Kilihau Street    
8.090 UBS AG 759 Puuloa Road    
8.091 UBS AG 659 Puuloa Road    

 

  

 

 

UBS 2019-C16: Mortgage Loan Schedule

 

Mortgage Loan Number Mortgage Loan Seller Property Name Master & Primary Servicing Fee Rate (%) Sub-Servicer Fee Rate (%)
8.092 UBS AG 667 Puuloa Road    
8.093 UBS AG 679 Puuloa Road    
8.094 UBS AG 689 Puuloa Road    
8.095 UBS AG 950 Mapunapuna Street    
8.096 UBS AG 822 Mapunapuna Street    
8.097 UBS AG 842 Mapunapuna Street    
8.098 UBS AG 214 Sand Island Access Rd    
8.099 UBS AG 709 Ahua Street    
8.100 UBS AG 766 Mapunapuna Street    
8.101 UBS AG 830 Mapunapuna Street    
8.102 UBS AG 2855 Kaihikapu Street    
8.103 UBS AG 865 Ahua Street    
8.104 UBS AG 852 Mapunapuna Street    
8.105 UBS AG 2906 Kaihikapu Street    
8.106 UBS AG 2879 Paa Street    
8.107 UBS AG 702 Ahua Street    
8.108 UBS AG 2864 Awaawaloa Street    
8.109 UBS AG 2819 Mokumoa Street - A    
8.110 UBS AG 2869 Mokumoa Street    
8.111 UBS AG 2819 Mokumoa Street - B    
8.112 UBS AG 228 Mohonua Place    
8.113 UBS AG 2264 Pahounui Drive    
8.114 UBS AG 808 Ahua Street    
8.115 UBS AG 2827 Kaihikapu Street    
8.116 UBS AG 697 Ahua Street    
8.117 UBS AG 2849 Kaihikapu Street    
8.118 UBS AG 2831 Awaawaloa Street    
8.119 UBS AG 2858 Kaihikapu Street    
8.120 UBS AG 2276 Pahounui Drive    
8.121 UBS AG 2806 Kaihikapu Street    
8.122 UBS AG 1052 Ahua Street    
8.123 UBS AG 2889 Mokumoa Street    
8.124 UBS AG 685 Ahua Street    
8.125 UBS AG 2839 Mokumoa Street    
8.126 UBS AG 94-240 Pupuole Street    
8.127 UBS AG 2829 Kaihikapu Street - A    
8.128 UBS AG 719 Ahua Street    
8.129 UBS AG 2812 Awaawaloa Street    
8.130 UBS AG 2927 Mokumoa Street    
8.131 UBS AG 197 Sand Island Access Road    
8.132 UBS AG 2844 Kaihikapu Street    
8.133 UBS AG 2879 Mokumoa Street    
8.134 UBS AG 2135 Auiki Street    
8.135 UBS AG 855 Ahua Street    
8.136 UBS AG 2122 Kaliawa Street    
8.137 UBS AG 2831 Kaihikapu Street    
8.138 UBS AG 729 Ahua Street    
8.139 UBS AG 739 Ahua Street    
8.140 UBS AG 2833 Paa Street #2    
8.141 UBS AG 2833 Paa Street    
8.142 UBS AG 2815 Kaihikapu Street    
8.143 UBS AG 1062 Kikowaena Place    
8.144 UBS AG 673 Ahua Street    
8.145 UBS AG 2106 Kaliawa Street    
8.146 UBS AG 812 Mapunapuna Street    
8.147 UBS AG 2804 Kilihau Street    
8.148 UBS AG 525 N. King Street    
8.149 UBS AG 204 Sand Island Access Road    
8.150 UBS AG 660 Ahua Street    
8.151 UBS AG 218 Mohonua Place    
8.152 UBS AG 125 Puuhale Road    
8.153 UBS AG 645 Ahua Street    
8.154 UBS AG 675 Mapunapuna Street    
8.155 UBS AG 659 Ahua Street    
8.156 UBS AG 1055 Ahua Street    
8.157 UBS AG 944 Ahua Street    
8.158 UBS AG 2019 Kahai Street    
8.159 UBS AG 2001 Kahai Street    
8.160 UBS AG 106 Puuhale    
8.161 UBS AG 2875 Paa Street    
8.162 UBS AG 1024 Mapunapuna Street    
8.163 UBS AG 2760 Kam Highway    
8.164 UBS AG 2635 Waiwai Loop A    
8.165 UBS AG 2635 Waiwai Loop B    
8.166 UBS AG 2836 Awaawaloa Street    
8.167 UBS AG 609 Ahua Street    
8.168 UBS AG 905 Ahua Street    
8.169 UBS AG 2110 Auiki Street    
8.170 UBS AG 140 Puuhale Road    
8.171 UBS AG 2139 Kaliawa Street    
8.172 UBS AG 231 Sand Island Access Road    
8.173 UBS AG 2140 Kaliawa Street    
8.174 UBS AG 33 S. Vineyard Boulevard    
8.175 UBS AG 970 Ahua Street    
8.176 UBS AG 960 Ahua Street    
8.177 UBS AG 1045 Mapunapuna Street    

 

  

 

 

UBS 2019-C16: Mortgage Loan Schedule

 

Mortgage Loan Number Mortgage Loan Seller Property Name Master & Primary Servicing Fee Rate (%) Sub-Servicer Fee Rate (%)
8.178 UBS AG 165 Sand Island Access Road    
8.179 UBS AG 2839 Kilihau Street    
8.180 UBS AG 2829 Kilihau Street    
8.181 UBS AG 2833 Kilihau Street    
8.182 UBS AG 2821 Kilihau Street    
8.183 UBS AG 2808 Kam Highway    
8.184 UBS AG 2815 Kilihau Street    
8.185 UBS AG 2850 Awaawaloa Street    
8.186 UBS AG 846 Ala Lilikoi Boulevard B    
11 UBS AG 1515 N. Flagler Drive 0.002500% 0.000000%
14 UBS AG Cable Park 0.002500% 0.000000%
15 UBS AG Kyle Crossing 0.002500% 0.000000%
17 UBS AG Lakewood Center 0.002500% 0.000000%
18 UBS AG Trumbull and Porter Hotel - Detroit 0.002500% 0.000000%
21 UBS AG Hampden Center 0.002500% 0.000000%
22 UBS AG Village Marketplace 0.002500% 0.000000%
23 UBS AG Turnpike Plaza 0.002500% 0.000000%
25 UBS AG The Crossings Shopping Center 0.002500% 0.000000%
27 UBS AG Elk Park Village 0.002500% 0.000000%
30 UBS AG 16300 Roscoe Blvd 0.001250% 0.001250%
31 UBS AG Holiday Inn - Battle Creek 0.002500% 0.000000%
32 UBS AG Village Shoppes at Creekside 0.002500% 0.000000%
33 UBS AG Bella Vista Village Apartments 0.002500% 0.000000%
36 UBS AG Park Entrance Apartments 0.002500% 0.000000%
38 UBS AG Sidney Baker Apartments 0.002500% 0.000000%
39 UBS AG Regency Place 0.001250% 0.030000%
40 UBS AG Country Inn - Smithfield 0.002500% 0.000000%
44 UBS AG Wisteria Court Apartments 0.002500% 0.000000%
45 UBS AG Westchester Towers 0.001250% 0.050000%
47 UBS AG Shoppes at Gloucester 0.002500% 0.000000%
48 UBS AG 5150 North State Road 7 0.002500% 0.000000%

 

  

 

 

EXHIBIT B-1

 

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE MORTGAGE LOAN SELLER

 

The Mortgage Loan Seller hereby represents and warrants that, as of the date hereof:

 

(a)          The Mortgage Loan Seller is duly organized and validly existing as a Swiss banking corporation operating through a duly licensed U.S. branch office for purposes of the UBS Commercial Mortgage Trust 2019-C16.

 

(b)          The Mortgage Loan Seller’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Mortgage Loan Seller’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Mortgage Loan Seller, is likely to affect materially and adversely the ability of the Mortgage Loan Seller to perform its obligations under this Agreement.

 

(c)          The Mortgage Loan Seller has the full power and authority to consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement.

 

(d)          This Agreement, assuming due authorization, execution and delivery by the other party or parties hereto, constitutes a valid, legal and binding obligation of the Mortgage Loan Seller, enforceable against the Mortgage Loan Seller in accordance with the terms hereof, subject to (A) applicable bankruptcy, fraudulent transfer, insolvency, reorganization, receivership, moratorium, liquidation, conservatorship and other laws affecting the enforcement of creditors’ rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law, and (C) public policy considerations.

 

(e)          The Mortgage Loan Seller is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Mortgage Loan Seller’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Mortgage Loan Seller to perform its obligations under this Agreement.

 

(f)           No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Mortgage Loan Seller of the transactions contemplated herein, except for (A) those consents, approvals, authorizations or orders that previously have been obtained and (B) those filings and

 

Exh. B-1-1

 

 

recordings of Mortgage Loan documents and assignments thereof that are contemplated by the Pooling and Servicing Agreement to be completed after the Closing Date.

 

(g)          No litigation, arbitration, suit, proceeding or governmental investigation is pending or, to the best of the Mortgage Loan Seller’s knowledge, threatened in writing against the Mortgage Loan Seller that, if determined adversely to the Mortgage Loan Seller, would prohibit the Mortgage Loan Seller from entering into this Agreement or that, in the Mortgage Loan Seller’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Mortgage Loan Seller to perform its obligations under this Agreement.

 

(h)          The transfer of the Mortgage Loans to the Purchaser as contemplated herein is not subject to any bulk transfer or similar law in effect in any applicable jurisdiction.

 

(i)           The Mortgage Loan Seller is not transferring the Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud its present or future creditors.

 

(j)           The Mortgage Loan Seller will be solvent at all relevant times prior to, and will not be rendered insolvent by, its transfer of the Mortgage Loans to the Purchaser, as contemplated herein.

 

(k)          After giving effect to its transfer of the Mortgage Loans to the Purchaser, as provided herein, the value of the Mortgage Loan Seller’s assets, either taken at their present fair saleable value or at fair valuation, will exceed the amount of the Mortgage Loan Seller’s debts and obligations, including contingent and unliquidated debts and obligations of the Mortgage Loan Seller, and the Mortgage Loan Seller will not be left with unreasonably small assets or capital with which to engage in and conduct its business.

 

(l)           The Mortgage Loan Seller does not intend to, and does not believe that it will, incur debts or obligations beyond its ability to pay such debts and obligations as they mature.

 

(m)         No proceedings looking toward liquidation, dissolution or bankruptcy of the Mortgage Loan Seller are pending or contemplated.

 

(n)          The principal place of business and chief executive office of the Mortgage Loan Seller is located in the State of New York.

 

(o)          The consideration received by the Mortgage Loan Seller upon the sale of the Mortgage Loans constitutes at least fair consideration and reasonably equivalent value for such Mortgage Loans.

 

Exh. B-1-2

 

 

EXHIBIT B-2

 

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PURCHASER

 

The Purchaser hereby represents and warrants that, as of the date hereof:

 

(a)          The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

 

(b)          The Purchaser’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Purchaser’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Purchaser, is likely to affect materially and adversely the ability of the Purchaser to perform its obligations under this Agreement.

 

(c)          This Agreement, assuming due authorization, execution and delivery by the other party or parties hereto, constitutes a valid, legal and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

 

(d)          No litigation, arbitration, suit, proceeding or governmental investigation is pending or, to the best of the Purchaser’s knowledge, threatened against the Purchaser that, if determined adversely to the Purchaser, would prohibit the Purchaser from entering into this Agreement or that, in the Purchaser’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Purchaser to perform its obligations under this Agreement.

 

(e)          The Purchaser has the full power and authority to execute and deliver this Agreement and to consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement.

 

(f)           The Purchaser is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Purchaser’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Purchaser to perform its obligations under this Agreement.

 

(g)          No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Purchaser of the transactions contemplated herein, except for (A) those consents, approvals, authorizations

 

Exh. B-2-1

 

 

or orders that previously have been obtained and (B) those filings and recordings of Mortgage Loan documents and assignments thereof that are contemplated by the Pooling and Servicing Agreement to be completed after the Closing Date.

 

(h)          The Purchaser (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and conclusions of the Accountants’ Due Diligence Report and meeting the requirements of that Form 15G, Rule 15Ga-2, and any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each such Form 15G to the Underwriters and Initial Purchasers at least six (6) business days before the first sale in the offering contemplated by the Prospectus and Private Placement Memorandum; and (C) furnished each such Form 15G to the Commission on EDGAR at least five (5) business days before the first sale in the offering contemplated by the Prospectus and Private Placement Memorandum as required by Rule 15Ga-2.

 

(i)           The Purchaser has not dealt with any broker, investment banker, agent or other person, other than the Mortgage Loan Seller, the Underwriters, the Initial Purchasers and their respective affiliates, that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans or consummation of any of the transactions contemplated hereby.

 

Exh. B-2-2

 

 

EXHIBIT C

 

MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES

 

For purposes of this Exhibit C, the phrase “Seller’s knowledge” and other words and phrases of like import shall mean, except where otherwise expressly set forth below, the actual state of knowledge of the Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth below in each case without having conducted any independent inquiry into such matters and without any obligation to have done so (except (i) having sent to the servicers servicing the Mortgage Loans on behalf of the Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). All information contained in documents which are part of or required to be part of a Mortgage File, as specified in the Pooling and Servicing Agreement (to the extent such documents exist) shall be deemed within the Seller’s knowledge.

 

The Seller hereby represents and warrants that, as of the date herein below specified or, if no such date is specified, as of the date hereof, except with respect to the Exceptions described on Schedule C to this Agreement.

 

1.          Whole Loan; Ownership of Mortgage Loans. Except with respect to a Mortgage Loan that is part of a Whole Loan, each Mortgage Loan is a whole loan and not a participation interest in a Mortgage Loan. At the time of the sale, transfer and assignment to Purchaser, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to Seller), participation or pledge, and Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to such Mortgage Loan other than any servicing rights appointment or similar agreement. Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to Purchaser constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan.

 

2.          Mortgage Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (i) as such enforcement may be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (ii) that certain provisions in such Mortgage Loan documents (including, without limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or premiums) are, or may be, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (i) above) such limitations

 

Exh. C-1

 

 

or unenforceability will not render such Mortgage Loan documents invalid as a whole or materially interfere with the Mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”).

 

Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by Seller in connection with the origination of the Mortgage Loan, that would deny the Mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan documents.

 

3.          Mortgage Provisions. The Mortgage Loan documents for each Mortgage Loan contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, nonjudicial foreclosure subject to the limitations set forth in the Standard Qualifications.

 

4.          Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related Mortgage File (a) the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty, and related Mortgage Loan documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect which materially interferes with the security intended to be provided by such Mortgage; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither the related Mortgagor nor the related guarantor has been released from its material obligations under the Mortgage Loan. With respect to each Mortgage Loan, except as contained in a written document included in the Mortgage File, there have been no modifications, amendments or waivers consented to by Seller on or after the Cut-off Date that could be reasonably expected to have a material adverse effect on such Mortgage Loan.

 

5.          Lien; Valid Assignment. Subject to the Standard Qualifications, each assignment of Mortgage and assignment of Assignment of Leases from Seller constitutes a legal, valid and binding assignment from Seller. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or with respect to those Mortgage Loans described in paragraph (34) hereof, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph (6) set forth in Schedule C to this Exhibit C (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination was, and as of the Cut-off Date, to Seller’s knowledge, is free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below), and, to Seller’s knowledge and subject to the

 

Exh. C-2

 

 

rights of tenants (as tenants only) (subject to and excepting Permitted Encumbrances and the Title Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC financing statements is required in order to effect such perfection.

 

6.          Permitted Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy with escrow instructions or a “marked up” commitment, in each case binding on the title insurer) (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage, which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property and condominium declarations; and (f) if the related Mortgage Loan constitutes a Crossed Mortgage Loan, the lien of the Mortgage for the related Crossed Mortgage Loan or Crossed Mortgage Loans; provided that none of such items (a) through (f), individually or in the aggregate, materially and adversely interfere with the value or current use of the Mortgaged Property, the security intended to be provided by such Mortgage, or the current ability of the related Mortgaged Property to generate net cash flow sufficient to service the related Mortgage Loan, or the Mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”). For purposes of clause (a) of the immediately preceding sentence, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon. Except as contemplated by clause (f) of the preceding sentence none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid, no claims have been made by Seller thereunder and no claims have been paid thereunder. Neither Seller nor, to Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy.

 

7.          Junior Liens. It being understood that Subordinate Companion Loans secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages or junior liens, except for any Crossed Mortgage Loans, there are, as of origination, and to Seller’s knowledge, as of the Cut-off Date, no subordinate mortgages or junior liens securing the payment of money encumbering the related Mortgaged Property (other than Permitted Encumbrances and the Title

 

Exh. C-3

 

 

Exceptions, taxes and assessments, mechanics’ and materialmen’s liens (which are the subject of the representation in paragraph (5) above), and equipment and other personal property financing). Except as set forth in Exhibit C-32-1 to this Exhibit C, Seller has no knowledge of any mezzanine debt secured directly by interests in the related Mortgagor.

 

8.          Assignment of Leases and Rents. There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage). Subject to the Permitted Encumbrances and the Title Exceptions, each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. The related Mortgage or related Assignment of Leases, subject to applicable law and the Standard Qualifications, provides that, upon an event of default under the Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee.

 

9.          UCC Filings. If the related Mortgaged Property is operated as a hospitality property, Seller has filed and/or recorded or caused to be filed and/or recorded (or, if not filed and/or recorded, has submitted or caused to be submitted in proper form for filing and/or recording), UCC financing statements in the appropriate public filing and/or recording offices necessary at the time of the origination of the Mortgage Loan to perfect a valid security interest in all items of physical personal property reasonably necessary to operate such Mortgaged Property owned by such Mortgagor and located on the related Mortgaged Property (other than any non-material personal property, any personal property subject to a purchase money security interest, a sale and leaseback financing arrangement as permitted under the terms of the related Mortgage Loan documents or any other personal property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable law by recording or filing, as the case may be. Subject to the Standard Qualifications, each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items of personalty described above. No representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC financing statements are required in order to effect such perfection.

 

10.          Condition of Property. Seller or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months of the Cut-off Date.

 

An engineering report or property condition assessment was prepared in connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date. To Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage (other than (i) deferred maintenance for which escrows were established at origination and (ii) any damage fully covered

 

Exh. C-4

 

 

by insurance) that would affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.

 

11.          Taxes and Assessments. All taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges), or installments thereof, which could be a lien on the related Mortgaged Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have become delinquent in respect of each related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, real estate taxes and governmental assessments and other outstanding governmental charges and installments thereof shall not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.

 

12.          Condemnation. As of the date of origination and to Seller’s knowledge as of the Cut-off Date, there is no proceeding pending, and, to Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened, for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation of the Mortgaged Property.

 

13.          Actions Concerning Mortgage Loan. As of the date of origination and to Seller’s knowledge as of the Cut-off Date, there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the principal benefit of the security intended to be provided by the Mortgage Loan documents or (f) the current principal use of the Mortgaged Property.

 

14.          Escrow Deposits. All escrow deposits and escrow payments required to be escrowed with lender pursuant to each Mortgage Loan (including any capital improvements and environmental remediation reserves) are in the possession, or under the control, of Seller or its servicer, and there are no deficiencies or delinquencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required to be escrowed with lender under the related Mortgage Loan documents are being conveyed by Seller to Purchaser or its servicer.

 

15.          No Holdbacks. The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by Seller to merit such holdback).

 

Exh. C-5

 

 

16.          Insurance. Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan documents and having a claims-paying or financial strength rating of at least “A-:VIII” from A.M. Best Company or “A3” (or the equivalent) from Moody’s or “A-” from S&P (collectively the “Insurance Rating Requirements”), in an amount (subject to a customary deductible) not less than the lesser of (1) the original principal balance of the Mortgage Loan or Whole Loan, as applicable, and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary, or containing such endorsements as are necessary, to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.

 

Each related Mortgaged Property is also covered, and required to be covered pursuant to the related Mortgage Loan documents, by business interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with respect to each Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months).

 

If any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related Mortgagor is required to maintain insurance in an amount at least equal to the least of (A) the maximum amount available under the National Flood Insurance Program plus any such additional excess flood coverage in an amount as is generally required by prudent institutional commercial mortgage lenders originating mortgage loans for securitization, (B) the outstanding principal amount of the Mortgage Loan and (C) the insurable value of the Mortgaged Property.

 

If the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, the related Mortgagor is required to maintain coverage for windstorm and/or windstorm related perils and/or “named storms” issued by an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms by an insurer meeting the Insurance Rating Requirements, in an amount not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.

 

The Mortgaged Property is covered, and required to be covered pursuant to the related Mortgage Loan documents, by a commercial general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are

 

Exh. C-6

 

 

generally required by Seller for similar commercial and multifamily loans intended for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate.

 

An architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing the probable maximum loss or scenario expected loss (“PML”) for the Mortgaged Property in the event of an earthquake. In such instance, the PML was based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If the resulting report concluded that the PML would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent) from Moody’s or “A-” by S&P in an amount not less than 100% of the PML.

 

The Mortgage Loan documents require insurance proceeds (or an amount equal to such insurance proceeds) in respect of a property loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then outstanding principal amount of the related Mortgage Loan or Whole Loan, as applicable, the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan or Whole Loan, as applicable, together with any accrued interest thereon.

 

All premiums on all insurance policies referred to in this section that are required by the related Mortgage Loan documents to be paid as of the Cut-off Date have been paid, and such insurance policies name the lender under the Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the Trustee. Each related Mortgage Loan obligates the related Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. All such insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium and at least 30 days prior notice to the lender of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium and no such notice has been received by Seller.

 

17.          Access; Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road, (b) is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities, all of which are adequate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable governing authority for creation of separate tax lots, in

 

Exh. C-7

 

 

which case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created.

 

18.          No Encroachments. To Seller’s knowledge based solely on surveys obtained in connection with origination and the lender’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy with escrow instructions or a “marked up” commitment) obtained in connection with the origination of each Mortgage Loan, all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. No improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. No improvements encroach upon any easements except for encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements obtained with respect to the Title Policy.

 

19.          No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by Seller.

 

20.          REMIC. The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without regard to the rule in the U.S. Department of Treasury regulations (the “Treasury Regulations”) Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in real property (including permanently affixed buildings and distinct structural components, such as wiring, plumbing systems and central heating and air-conditioning systems, that are integrated into such buildings, serve such buildings in their passive functions and do not produce or contribute to the production of income other than consideration for the use or occupancy of space, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan (or related Whole Loan) was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan (or related Whole Loan) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (or related Whole Loan) on such date, provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Section 1.860G-2(a)(1)(ii) of the Treasury Regulations). If the Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange

 

Exh. C-8

 

 

under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto. Any prepayment premium and yield maintenance charges applicable to the Mortgage Loan constitute “customary prepayment penalties” within the meaning of Section 1.860G-1(b)(2) of the Treasury Regulations. All terms used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.

 

21.          Compliance with Certain Laws. The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charge, or prepayment premiums) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.

 

22.          Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the Trust.

 

23.          Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination and, to Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee, and, except in connection with a trustee’s sale after a default by the related Mortgagor or in connection with any full or partial release of the related Mortgaged Property or security for the related Mortgage Loan, no fees are payable to such trustee except for de minimis fees paid or such fees as required by the applicable jurisdiction which are to be paid by such Mortgagor in accordance with the related Mortgage Loan documents.

 

24.          Local Law Compliance. To Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by Seller for similar commercial and multifamily mortgage loans intended for securitization, with respect to the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan as of the date of origination of such Mortgage Loan and as of the Cut-off Date, there are no material violations of applicable zoning ordinances, building codes and land laws (collectively “Zoning Regulations”) other than those which (i) are insured by the Title Policy or a law and ordinance insurance policy or (ii) would not have a material adverse effect on the Mortgage Loan. The terms of the Mortgage Loan documents require the Mortgagor to comply in all material respects with all applicable governmental regulations, zoning and building laws.

 

25.          Licenses and Permits. Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material licenses, permits and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect, and

 

Exh. C-9

 

 

to Seller’s knowledge based upon a letter from any government authorities or other affirmative investigation of local law compliance consistent with the investigation conducted by Seller for similar commercial and multifamily mortgage loans intended for securitization, all such material licenses, permits and applicable governmental authorizations are in effect. The Mortgage Loan requires the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.

 

26.          Recourse Obligations. The Mortgage Loan documents for each Mortgage Loan provide that such Mortgage Loan (a) becomes full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following events (or negotiated provisions of substantially similar effect): (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by the Mortgagor; (ii) the Mortgagor or guarantor shall have colluded with (or, alternatively, solicited or caused to be solicited) other creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) voluntary transfers of either the Mortgaged Property or equity interests in the Mortgagor made in violation of the Mortgage Loan documents; and (b) contains provisions providing for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of the following (or negotiated provisions of substantially similar effect): (i) the Mortgagor’s misappropriation of rents during the continuation of an event of default under the Mortgage Loan; (ii) the Mortgagor’s misappropriation of (A) insurance proceeds or condemnation awards or (B) security deposits or, alternatively, the failure of any security deposits to be delivered to lender upon foreclosure or action in lieu thereof (except to the extent applied in accordance with leases prior to a Mortgage Loan event of default); (iii) the Mortgagor’s fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the Mortgage Loan documents; or (v) the Mortgagor’s commission of intentional material physical waste at the Mortgaged Property.

 

27.          Mortgage Releases. The terms of the related Mortgage or related Mortgage Loan documents do not provide for release of any material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment, or partial Defeasance (as defined in paragraph (32) below), of not less than a specified percentage at least equal to the lesser of (i) 110% of the related allocated loan amount of such portion of the Mortgaged Property and (ii) the outstanding principal balance of the Mortgage Loan or Whole Loan, as applicable, (b) upon payment in full of such Mortgage Loan or Whole Loan, as applicable, (c) upon a Defeasance (as defined in paragraph (32) below), (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any material value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation. With respect to any partial release under the preceding clauses (a) or (d), either: (x) such release of collateral (I) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Section 1.860G-2(b)(2) of the Treasury Regulations and (II) would not

 

Exh. C-10

 

 

cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee or servicer can, in accordance with the related Mortgage Loan documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the real property constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on real property that is in parity with the Mortgage Loan) after the release is not equal to at least 80% of the principal balance of the Mortgage Loan or Whole Loan, as applicable, outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions.

 

In the case of any Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal balance of the Mortgage Loan or Whole Loan, as applicable, in an amount not less than the amount required by the loan-to-value ratio and other requirements of the REMIC Provisions and, to such extent, condemnation awards may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on real property that is in parity with the Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the Mortgage Loan or Whole Loan, as applicable.

 

No Mortgage Loan that is secured by more than one Mortgaged Property or that is a Crossed Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with loan-to-value ratio and other requirements of the REMIC Provisions.

 

28.          Financial Reporting and Rent Rolls. The Mortgage Loan documents require the Mortgagor to provide the owner or holder of the Mortgage Loan with quarterly (other than for single-tenant properties) and annual operating statements, and quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial statements, which annual financial statements (i) with respect to each Mortgage Loan with more than one Mortgagor are in the form of either an individual or combined annual balance sheet of the Mortgagor entities (and no other entities), together with the related combined or individual statements of operations, members’ capital and cash flows, including a combined or individual balance sheet and statement of income for the Mortgaged Properties on a combined or individual basis and (ii) with respect to each Mortgage Loan with an original principal balance greater than $50 million shall be audited by an independent certified public accountant upon the request of the owner or holder of the Mortgage Loan.

 

29.          Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, and to Seller’s knowledge with respect to each Mortgage Loan of $20 million or

 

Exh. C-11

 

 

less, as of origination, the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each Mortgage Loan, the related Mortgage Loan documents do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto except to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable terms; provided that if TRIA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor shall not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable in respect of the property and business interruption/rental loss insurance required under the related Mortgage Loan documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance) at the time of the origination of the Mortgage Loan, and if the cost of terrorism insurance exceeds such amount, the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount.

 

30.          Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due on sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent of the lender which are customarily acceptable to Seller lending on the security of property comparable to the related Mortgaged Property, including, without limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage Loan documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Mortgage Loan documents, (iii) transfers of less than, or other than, a controlling interest in the related Mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage Loan documents, such as a qualified equityholder, (v) transfers of stock or similar equity units in publicly traded companies or (vi) a substitution or release of collateral within the parameters of paragraphs (27) and (32) herein or the exceptions thereto set forth in Schedule C to this Exhibit C, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan as set forth on Exhibit C-32-1 to this Exhibit C, or future permitted mezzanine debt as set forth on Exhibit C-32-2 to this Exhibit C or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Serviced Companion Loan or Non-Serviced Companion Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents, (ii) purchase money

 

Exh. C-12

 

 

security interests, (iii) any Crossed Mortgage Loan, as set forth on Annex A-1 to the Prospectus or (iv) Permitted Encumbrances. The Mortgage or other Mortgage Loan documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.

 

31.          Single-Purpose Entity. The Mortgage Loan documents require the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Mortgage Loan documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan with a Cut-off Date Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-off Date Balance of $30 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-off Date Balance equal to $5 million or less, its organizational documents or the related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Mortgaged Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Mortgaged Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.

 

32.          Defeasance. With respect to any Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”), (i) the Mortgage Loan documents provide for Defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions specified in the Mortgage Loan documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Mortgagor is permitted to pledge only United States “government securities” within the meaning of Section 1.860G-2(a)(8)(ii) of the Treasury Regulations, the revenues from which will, in the case of a full Defeasance, be sufficient to make all scheduled payments under the Mortgage Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty) or, if the Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the Anticipated Repayment Date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty), and if the Mortgage Loan permits partial releases of real property in connection with partial Defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to the lesser of (a) 110% of the allocated loan amount for the real property to be released and (b) the outstanding principal balance of the Mortgage Loan or Whole Loan, as applicable; (iv) the defeasance collateral is not permitted to be subject to prepayment, call, or early redemption that results in revenues from such collateral that are insufficient to pay all applicable payments described in clause (iii) above; (v) the Mortgagor

 

Exh. C-13

 

 

is required to provide a certification from an independent certified public accountant that the defeasance collateral is sufficient to make all applicable payments described in clause (iii) above; (vi) if the Mortgagor would continue to own assets in addition to the defeasance collateral, the portion of the Mortgage Loan secured by defeasance collateral is required to be assumed (or the Mortgagee may require such assumption) by a Single-Purpose Entity; (vii) the Mortgagor is required to provide an opinion of counsel that the Mortgagee has a perfected security interest in such collateral prior to any other claim or interest; and (viii) the Mortgagor is required to pay all rating agency fees associated with Defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses associated with Defeasance, including, but not limited to, accountant’s fees and opinions of counsel.

 

33.          Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in the case of ARD loans and situations where default interest is imposed.

 

34.          Ground Leases. For purposes of this Exhibit C, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land (or, with respect to air rights leases, the air) and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency or similar leases for purposes of conferring a tax abatement or other benefit.

 

With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of Seller, its successors and assigns, Seller represents and warrants that:

 

(a)          The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since its recordation, except by any written instruments which are included in the related Mortgage File;

 

(b)          The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease or an estoppel or other agreement received from the ground lessor) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the lender, and no such consent has been granted by Seller since the origination of the Mortgage Loan except as

 

Exh. C-14

 

 

reflected in any written instruments which are included in the related Mortgage File;

 

(c)          The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);

 

(d)          The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances, or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject;

 

(e)          The Ground Lease does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable (including pursuant to foreclosure) to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid);

 

(f)          Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date;

 

(g)          The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written notice of any default, and provides that no notice of default or termination is effective against the lender unless such notice is given to the lender;

 

(h)          A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease;

 

Exh. C-15

 

 

(i)          The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by Seller in connection with the origination of similar commercial or multifamily loans intended for securitization;

 

(j)          Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest;

 

(k)          In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and

 

(l)          Provided that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

 

35.          Servicing. The servicing and collection practices used by Seller with respect to the Mortgage Loan have been, in all respects, legal and have met customary industry standards for servicing of commercial loans for conduit loan programs.

 

36.          Origination and Underwriting. The origination practices of Seller (or the related originator if Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in this Exhibit C.

 

37.          No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required payments since origination, and as of the date hereof, no Mortgage Loan is more than 30 days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing Date. To Seller’s knowledge, there is (a) no material default, breach, violation or event

 

Exh. C-16

 

 

of acceleration existing under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration, in the case of either clause (a) or clause (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property, provided that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by Seller in this Exhibit C. No person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.

 

38.          Bankruptcy. As of the date of origination of the related Mortgage Loan and to Seller’s knowledge as of the Cut-off Date, neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor any portion thereof, is the subject of, and no Mortgagor, guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.

 

39.          Organization of Mortgagor. With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the Mortgagor delivered by the Mortgagor in connection with the origination of such Mortgage Loan, the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. Except with respect to any Crossed Mortgage Loan, no Mortgage Loan has a Mortgagor that is an Affiliate of another Mortgagor. An “Affiliate” for purposes of this paragraph (39) means, a Mortgagor that is under direct or indirect common ownership and control with another Mortgagor.

 

40.          Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II environmental site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence of Recognized Environmental Conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related lender; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated, abated or contained in all material respects prior to the date hereof, and, if and as appropriate, a no further action, completion or closure letter or its

 

Exh. C-17

 

 

equivalent, was obtained from the applicable governmental regulatory authority (or the Environmental Condition affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action or investigation is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy that covers liability for the Environmental Condition was obtained from an insurer rated no less than “A-” (or the equivalent) by Moody’s, S&P and/or Fitch; (E) a party not related to the Mortgagor was identified as the responsible party for the Environmental Condition and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action. To Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition at the related Mortgaged Property.

 

41.          Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Closing Date. The appraisal is signed by an appraiser who is a Member of the Appraisal Institute (“MAI”) and that (i) was engaged directly by the originator of the Mortgage Loan or Seller, or a correspondent or agent of the originator of the Mortgage Loan or Seller, and (ii) to Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation.

 

42.          Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule is true and correct in all material respects as of the Cut-off Date and contains all information required by the Pooling and Servicing Agreement to be contained therein.

 

43.          Cross-Collateralization. No Mortgage Loan is cross-collateralized or cross-defaulted with any other mortgage loan that is outside the Trust, except (i) as set forth on Exhibit C-32-3 of this Exhibit C and (ii) any Companion Loan secured by the same Mortgage as the related Mortgage Loan.

 

44.          Advance of Funds by Seller. After origination, no advance of funds has been made by Seller to the related Mortgagor other than in accordance with the Mortgage Loan documents, and, to Seller’s knowledge, no funds have been received from any person other than the related Mortgagor or an affiliate for, or on account of, payments due on the Mortgage Loan (other than as contemplated by the Mortgage Loan documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a lender-controlled lockbox if required or contemplated under the related lease or Mortgage Loan documents). Neither Seller nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions made on or prior to the date hereof.

 

45.          Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including

 

Exh. C-18

 

 

without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan.

 

For purposes of this Exhibit C, “Mortgagee” means the mortgagee, grantee or beneficiary under any Mortgage, any holder of legal title to any portion of any Mortgage Loan or, if applicable, any agent or servicer on behalf of such party.

 

Exh. C-19

 

 

Exhibit C-32-1

 

List of Mortgage Loans with Current Mezzanine Debt

 

Exhibit A ID# Existing Mezzanine Debt
1 $17,000,000
5 $185,000,000

 

Exh. C-32-1-1

 

 

Exhibit C-32-2

 

List of Mortgage Loans with Permitted Mezzanine Debt

 

None.

 

Exh. C-32-2-2

 

 

Exhibit C-32-3

 

List of Cross-Collateralized and Cross-Defaulted Mortgage Loans

 

Exhibit A ID# Mortgage Loan
22 Village Marketplace
23 Turnpike Plaza

 

Exh. C-32-3-1

 

 

SCHEDULE C

 

EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES

 

The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement.

 

Rep. No. on
Exhibit C 		Mortgage Loan and Number as
Identified on Exhibit A 		Description of the Except ion
(4) Mortgage Status; Waivers and Modifications Great Value Storage Portfolio (Loan No. 5) Amendments to the Mortgage Loan documents were executed on December 27, 2018 (and included in the related Mortgage File) to provide for permitted additional mezzanine financing, which was effected on January 7, 2019 by upsizing the existing mezzanine B loan.
(6) Permitted Liens; Title Insurance Heartland Dental Medical Office Portfolio (Loan No. 7) A tenant at each of the Heartland Dental Medical Office Portfolio - Heartland Dental Medical Office Portfolio – 507 North Hershey Road (Suites A & B), Heartland Dental Medical Office Portfolio – 826 West Lincoln Avenue (Suite B), Heartland Dental Medical Office Portfolio - 692 Essington Road (Suite A & B), Heartland Dental Medical Office Portfolio – 7310 North Villa Lake Drive (Suite A & B), Heartland Dental Medical Office Portfolio – 242 Southwoods Center (Suite A), Heartland Dental Medical Office Portfolio – 1429 Chester Boulevard (Suite A & B), Heartland Dental Medical Office Portfolio - 103 Farabee Drive North (Suites B & C), Heartland Dental Medical Office Portfolio – 2362 West Boulevard Street (Suite A & B), Heartland Dental Medical Office Portfolio – 1025 Ashley Street (Suite A, B & C) and Heartland Dental Medical Office Portfolio – 3608 Jeffco Boulevard Mortgaged Properties, Heartland Dental, LLC, has a right of first refusal to purchase the related Mortgaged Property in the event of a proposed sale of such Mortgaged Property to any third party. Pursuant to a subordination, non-disturbance and attornment agreement with respect to each of the related Heartland Dental, LLC leases, Heartland Dental, LLC subordinated to the Heartland Dental Medical Office Portfolio Mortgage Loan all purchase option rights and waived all such purchase options with respect to the lender and any successor in interest to the lender.
(6) Permitted Liens; Title Insurance ILPT Hawaii Portfolio (Loan No. 8) A tenant at each of the 1052 Ahua Street and 2828 Paa Street Mortgaged Properties has a right of first offer and a tenant at each of 2831 Kaihikapu Street, 2826 Kaihikapu Street, 1045 Mapunapuna Street and 918 Ahua Street Mortgaged Properties has a right of first refusal to purchase the related Mortgaged Property in the event of a proposed transfer of such Mortgaged Property. None of such rights of first refusal are applicable to a transfer of (i) any of the related Mortgaged Properties in connection with a foreclosure or deed-in-lieu of foreclose or (ii) the entire portfolio of Mortgaged Properties.
(6) Permitted Liens; Title Insurance Westchester Towers (Loan No. 45) The Mortgaged Property is enrolled in a state-sponsored low-income housing tax credit (LIHTC) program and is subject to a related Regulatory Agreement (the “Regulatory Agreement”) with the Michigan State Housing Development Authority (the “MSHDA”). The approved tax credits have been paid out, the Mortgaged Property no longer receives any financial assistance and is responsible for full real estate taxes; however the terms if the Regulatory Agreement still encumbers the Mortgaged Property. The Regulatory Agreement requires the Mortgaged Property to comply with certain rent and occupancy requirements including, among other things, limiting (i) occupancy to tenants (the “LIHTC Tenants”) whose household income is equal to or less than 60% of the applicable household area median income and (ii) rent to an amount equal to or less than a maximum annual rent established under the LIHTC program as set by the MSHDA. The Regulatory Agreement has been subordinated to the Mortgage Loan documents and will terminate upon a foreclosure or deed-in-lieu of foreclosure, provided, however, that for a period of three years following the date of any such foreclosure or deed-in-lieu of foreclosure, the LIHTC Tenants may only be (i) evicted for cause and (ii)

 

Sch. C-1

 

 

Rep. No. on
Exhibit C 		Mortgage Loan and Number as
Identified on Exhibit A 		Description of the Except ion
    subject to rent increases permitted under the LIHTC program.
(16) Insurance Southern Motion Industrial Portfolio (Loan No. 4) The Mortgagor is permitted to rely upon insurance provided by the related tenant at the Mortgaged Properties, provided that such insurance meets the requirements set forth in the Mortgage Loan documents.
(16) Insurance FIGO Multi-State MF Portfolio II (Loan No. 6)

Except with respect to wind/storm and earthquake coverages, for which deductibles may not exceed 5% of the total insurable value of the Mortgaged Property, the Mortgage Loan documents permit the Mortgagor to maintain property insurance coverage with a deductible of up to $100,000 (which deductible may not be customary).

 

The lender (or a trustee appointed by it) has the right to hold and disburse any insurance proceeds with respect to a property loss in excess of 4% of the initial (as opposed to the then-outstanding) allocated loan amount for any applicable Mortgaged Property.

 

(16) Insurance Lakewood Center (Loan No. 17) The Mortgagor is permitted to rely upon insurance provided by the related tenants at the Mortgaged Property, provided that such insurance meets the requirements set forth in the Mortgage Loan documents. A portion of the Mortgaged Property is covered by property insurance maintained by the largest tenant, Raley’s. Under the related lease, insurance proceeds in respect of a property loss are required to be applied to the restoration of the applicable portion of the Mortgaged Property and neither the lender nor a trustee appointed by it has the right to hold and disburse such proceeds.
(16) Insurance Bella Vista Village Apartments (Loan No. 33)

The Mortgage Loan documents permit the Mortgagor to have a deductible of up to 15% of the total insurable value of the Mortgaged Property with respect to Wind/Hail. Incl. Named Storm coverage (which deductible may not be customary). The Mortgage Loan documents provide recourse to the Mortgagor and guarantor for any deductible amount in excess of 5.0% of the insurable value (up to the amount of such deductible) of the Mortgaged Property.

 

The Mortgage Loan documents permit the Mortgagor to maintain property insurance and terrorism coverage with a deductible of up to $100,000 (which deductible may not be customary). The Mortgage Loan documents provide recourse to the Mortgagor and guarantor for an amount equal to any insured property loss in excess of $25,000 up to $100,000.

 

A portion of the Mortgaged Property is located in a special flood hazard area. The Mortgagor is required to maintain insurance under the National Flood Insurance Program satisfying the requirements of this Representation and Warranty No. (16), except that the Mortgagor is not required to maintain excess flood insurance for the Mortgaged Property. In the event of a casualty arising from a flood, the Mortgage Loan documents provide recourse to the guarantor and Mortgagor for debt service, taxes, insurance premiums and all other expenses incurred in connection with the Mortgaged Property, less the amount of any proceeds obtained in accordance with the terms of the Mortgage Loan documents and actually collected in connection with such casualty.

 

(24) Local Law Compliance The Colonnade Office Complex (Loan No. 1) The Mortgaged Property is non-conforming with respect to parking due to a deficiency of 147 parking spaces. The Mortgage Loan documents (i) require the Mortgagor to (a) re-stripe and/or add additional parking spaces to cure such parking deficiency and (b) deliver to the lender an updated zoning report concluding that the Mortgaged Property conforms with all parking requirements under the current zoning code and (ii) provide recourse to the guarantor and Mortgagor for losses to the lender in connection with such parking deficiency.
(24) Local Law Compliance Great Value Storage Portfolio (Loan No. 5) One or more of the related Mortgaged Properties in the portfolio constitutes a legal non-conforming use or structure which, following a casualty or destruction, may not be restored or repaired to the full extent necessary to maintain the pre-casualty/pre-destruction use of the subject structure/property if the replacement cost exceeds a specified threshold and/or the restoration or repair is not completed or the pre-casualty/ pre-destruction use is not restored

 

Sch. C-2

 

 

Rep. No. on
Exhibit C 		Mortgage Loan and Number as
Identified on Exhibit A 		Description of the Except ion
    (or certain key steps in connection therewith are not taken) within a specified time frame. In each case, law and ordinance insurance coverage was obtained, but such insurance only covers (i) the loss to the subject structure when it must be demolished to comply with code requirements, (ii) the cost to demolish and clear the site of the undamaged portions of the covered structure, where the law requires its demolition, and (iii) increased cost of construction, to the extent such cost is a consequence of the enforcement of an ordinance or law.
(24) Local Law Compliance Heartland Dental Medical Office Portfolio (Loan No. 7.128) – 1202 South Broad Street The use of the 1202 South Broad Street Mortgaged Property as medical offices is legal non-conforming as to use as such use is no longer permitted under the current zoning code. If any non-conforming structure is damaged or destroyed in excess of 50%, such structure may only be restored in accordance with the current zoning code.
(24) Local Law Compliance ILPT Hawaii Portfolio (Loan No. 8) One or more of the related Mortgaged Properties in the portfolio constitute a legal non-conforming use or structure which, following destruction by any means to an extent of more than 50% of its replacement cost at the time of destruction, may not be reconstructed except in conformity with the provisions of the current zoning code. Certain fire code violations are open at certain of the related Mortgaged Properties. The Mortgage Loan documents provide recourse to the guarantor and Mortgagor for any losses to the lender in connection with such open fire code violations.
(24) Local Law Compliance Cable Park (Loan No. 14) The use of portions of the Mortgaged Property occupied by the tenants, (i) Blue Nami, to operate a restaurant with on-site alcohol sales and (ii) Orangevale Smoke Shop, to operate a smoke shop, are, in each instance, legal non-conforming as such uses are no longer permitted under the current zoning code. If any structure containing a non-conforming use is damaged or destroyed in excess of 50% of the value of such structure, such structure may only be restored in accordance with the current zoning code.
(24) Local Law Compliance Village Marketplace (Loan No. 22) The Mortgaged Property is legal non-conforming as to site requirements as the related zoning code no longer permits a development greater than 50,000 square feet and the Mortgaged Property is currently approximately 70,050 square feet. If more than 30% of any non-conforming structure is damaged or destroyed, such structure may only be restored in accordance with the current zoning code.
(24) Local Law Compliance Bella Vista Village Apartments (Loan No. 33) The use of the Mortgaged Property as multifamily housing is legal non-conforming as multifamily housing is not a permitted use under the current zoning code. If any structure containing a non-conforming use is damaged in excess of 50% of its structural value, such may only be restored in accordance with the current zoning code. In the event of a casualty resulting in the loss of the ability to restore the Mortgaged Property to its current use as multifamily apartment buildings in accordance with all applicable legal requirements, the Mortgage Loan documents provide recourse to the guarantor and the Mortgagor, less the amount of any net proceeds retained and applied by the lender toward payment of the debt. In the event of a casualty in which there are insufficient proceeds from any law and ordinance insurance coverage required under the Mortgage Loan Documents to (a) restore the Mortgaged Property or (b) repay the debt in full (each such amount, the “Required Amount”), the Mortgage Loan documents provide recourse to the guarantor and Mortgagor for the difference between the Required Amount and the amount of any proceeds obtained in accordance with the terms of the Mortgage Loan documents and actually collected in connection with such casualty.
(24) Local Law Compliance Park Entrance Apartments (Loan No. 36) The use of the Mortgaged Property as multifamily housing is legal non-conforming as multifamily housing is only permitted under the current zoning code with a special use permit and the Mortgagor has not obtained such a permit. If any structure containing a non-conforming use is damaged or destroyed to an extent that the costs of repair or restoration would exceed 50% of its structural value, such structure may only be repaired or restored in accordance with the current zoning code. If any structure containing a non-conforming use is damaged or destroyed to an extent that the costs of repair or restoration would be equal to or less than 50% of its structural value, such structure may be restored to its prior non-conforming use with a written

 

Sch. C-3

 

 

Rep. No. on
Exhibit C 		Mortgage Loan and Number as
Identified on Exhibit A 		Description of the Except ion
    zoning authorization permit. In the event of a casualty resulting in the loss of the ability to restore the Mortgaged Property to its current use as multifamily apartment buildings in accordance with all applicable legal requirements, the Mortgage Loan documents provide recourse to the guarantor and the Mortgagor, less the amount of any net proceeds retained and applied by the lender toward payment of the debt.
(24) Local Law Compliance 5150 North State Road 7 (Loan No. 48) The use of the Mortgaged Property for food distribution purposes may only be maintained under the current zoning code with a special use permit. Pursuant to a special exception use permit (the “Special Use Permit”) issued by the City of North Lauderdale in May 2015, the Mortgaged Property may continue to be used for food distribution so long as the conditions set forth in the Special Use Permit are maintained.
(26) Recourse Obligations FIGO Multi-State MF Portfolio II (Loan No. 6) With respect to clause (a) of this Representation and Warranty No. 26, the guarantor of the Mortgage Loan did not provide financial statements to the lender at origination of the Mortgage Loan. The Mortgage Loan documents require the guarantor to maintain (a) a net worth (exclusive of the guarantor’s equity interest in the Mortgaged Property) in excess of $28,200,000 and (b) liquid assets having a market value of at least $2,820,000.
(26) Recourse Obligations ILPT Hawaii Portfolio (Loan No. 8)

The Mortgage Loan documents do not provide full recourse for voluntary transfers made in violation of the Mortgage Loan documents; however, the Mortgage Loan documents do provide recourse for losses to the lender in connection with such transfers.

 

In addition, the guarantor’s liability for any guaranteed obligations for which the Mortgage Loan documents provide full recourse is limited to an amount equal to 15% of the outstanding principal balance of the related Whole Loan as of the date of occurrence of any full recourse trigger event.

 

(26) Recourse Obligations Hampden Center (Loan No. 21) With respect to clause (b)(v) of this Representation and Warranty No. 26, there is only recourse to the extent there is sufficient cash flow from the operation of the Mortgaged Property to prevent such waste at the Mortgaged Property.
(26) Recourse Obligations Bella Vista Village Apartments (Loan No. 33) With respect to clause (b)(v) of this Representation and Warranty No. 26, there is only recourse to the extent there is sufficient cash flow from the operation of the Mortgaged Property to prevent such waste at the Mortgaged Property.
(28) Financial Reporting and Rent Rolls Great Value Storage Portfolio (Loan No. 5) The Mortgage Loan documents require the Mortgagor to provide audited financial statements only during the continuance of a cash management trigger period.
(31) Single-Purpose Entity ILPT Hawaii Portfolio (Loan No. 8) Each of the related Mortgagors is a recycled Single-Purpose Entity that was previously a guarantor under a parental credit facility (the “Prior Credit Facility”), which facility was secured by a portfolio of real properties that included properties other than the Mortgaged Property. The Prior Credit Facility was satisfied in full prior to origination and the related Mortgagors have been released from any liability thereunder.
(31) Single-Purpose Entity Country Inn – Smithfield (Loan No. 40) The Mortgagor is a recycled Single-Purpose Entity that previously owned a parcel of unimproved land adjacent to the Mortgaged Property that was transferred to an affiliate of the Mortgagor prior to the origination of the Mortgage Loan.
(38) Organization of Mortgagor

Cable Park (Loan No. 14)

 

Lakewood Center (Loan No. 17)

 

 The related Mortgagors are affiliated entities.
(38) Organization of Mortgagor

Village Marketplace (Loan No. 22)

 

Turnpike Plaza (Loan No. 23)

 

 The related Mortgagors are affiliated entities.
(38) Organization of Mortgagor

Park Entrance Apartments (Loan No. 36)

 

Wisteria Court Apartments (Loan No. 44)

 

 The related Mortgagors are affiliated entities.

 

Sch. C-4

 

 

Rep. No. on
Exhibit C 		Mortgage Loan and Number as
Identified on Exhibit A 		Description of the Except ion
(38) Organization of Mortgagor

Regency Place (Loan No. 39)

 

Westchester Apartments (Loan No. 45)

 

 The related Mortgagors are affiliated entities.

  

Sch. C-5

 

 

EXHIBIT D-1

 

SAMPLE FORM OF CERTIFICATE OF THE OFFICER OF THE MORTGAGE LOAN SELLER*

 

UBS AG

 

ASSISTANT SECRETARY’S CERTIFICATE

 

I, [_____], an Assistant Secretary of UBS AG, by and through its New York branch office at 1285 Avenue of the Americas, New York, New York (the “Mortgage Loan Seller”), hereby certify that:

 

1.Attached hereto as Exhibit A is a true and complete copy of the [ORGANIZATIONAL DOCUMENTS] of the Mortgage Loan Seller, which are in full force and effect on the date hereof.

 

2.Attached hereto as Exhibit B is a true and correct copy of the amended and restated Bylaws of the Mortgage Loan Seller, as in effect on the date hereof.

 

3.[The resolutions attached hereto as Exhibit C (the “Resolutions”) were adopted by the unanimous written consent in lieu of a meeting of the delegates of the Management Risk Committee (the “Committee”) of the Mortgage Loan Seller. Such resolutions have not been modified, amended, rescinded or revoked and remain in full force and effect on the date hereof.]

 

4.Each person who, as an officer or representative of the Mortgage Loan Seller, signed any document delivered in connection with the UBS Commercial Mortgage Trust 2019-C16 transaction was at the respective times of such signing and delivery, and is now, duly elected or appointed, qualified and acting as such officer or representative and the signatures of such persons appearing on such documents are their genuine signatures.

 

IN WITNESS WHEREOF, I have signed this Certificate as of April 16, 2019.

     
    Name:
    Title:

 

 

 

*If a Mortgage Loan Seller has a preferred form addressing at minimum items 1 through 4 above, please forward a copy from the most recent deal in which it was used (fully assembled with all related attachments) for our consideration.

 

Exh. D-1-1

 

 

EXHIBIT D-2

 

FORM OF CERTIFICATE OF THE MORTGAGE LOAN SELLER

CERTIFICATE OF MORTGAGE LOAN SELLER

 

In connection with the execution and delivery by UBS AG of, and the consummation of the various transactions contemplated by, that certain Mortgage Loan Purchase Agreement dated as of March 27, 2019 (the “Mortgage Loan Purchase Agreement”) between UBS AG, as seller, and UBS Commercial Mortgage Securitization Corp., as purchaser, the undersigned hereby certifies that (i) except as set forth on Schedule C to the Mortgage Loan Purchase Agreement, the representations and warranties of UBS AG in or made pursuant to Section 4(a) and Section 4(b) of the Mortgage Loan Purchase Agreement are true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof, (ii) UBS AG has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under the Mortgage Loan Purchase Agreement to be performed or satisfied on or prior to the date hereof, and (iii) since the date of the Mortgage Loan Purchase Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to the Mortgage Loan Purchase Agreement, any material adverse change in the financial condition of UBS AG. Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Mortgage Loan Purchase Agreement.

 

Certified this April 16, 2019.

       
  UBS AG  
       
  By:    
    Name:  
    Title:  

 

Exh. D-2-1

 

 

EXHIBIT E

 

FORM OF OFFICER’S CERTIFICATE OF
UBS AG

 

[______] [__], 2019

 

UBS Commercial Mortgage Securitization Corp.
1285 Avenue of the Americas
New York, New York 10019
Nicholas.galeone@ubs.com

 

Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, New York
Attention: Frank Polverino, Esq.
Facsimile: (212) 504-6820 

Frank.Polverino@cwt.com

 

With copies to the Addressees listed on Schedule A

 

Re: UBS 2019-C16 – Officer’s Certificate Pursuant to Section 4(i) of the Mortgage Loan Purchase Agreement

 

Reference is hereby made to that certain Pooling and Servicing Agreement, dated April 1, 2019, and that certain Mortgage Loan Purchase Agreement, dated March 27, 2019 (the “Mortgage Loan Purchase Agreement”), between the undersigned (the “Mortgage Loan Seller”) and UBS Commercial Mortgage Securitization Corp. (the “Depositor”). In accordance with Section 4(i) of the Mortgage Loan Purchase Agreement, the Mortgage Loan Seller hereby certifies to the Depositor, as follows:

 

1.The Mortgage Loan Seller has delivered the Diligence File (as defined in the Pooling and Servicing Agreement) with respect to each Mortgage Loan to the Designated Site (as defined in the Pooling and Servicing Agreement); and

 

2.Each Diligence File constitutes all documents required under the definition of “Diligence File” and such Diligence File is organized and categorized in accordance with the electronic file structure reasonably agreed to by the Depositor and Mortgage Loan Seller.

 

Capitalized terms used herein without definition have the meanings given them in the Mortgage Loan Purchase Agreement.

 

Exh. E-1

 

 

IN WITNESS WHEREOF, the undersigned has caused this diligence file certification to be executed by its duly authorized officer or representative, the [___] day of [____], 2019. 

       
  Sincerely yours,  
     
  UBS AG  
       
  By:    
    Name:  
    Title:  

 

Exh. E-2

 

 

SCHEDULE A

 

LIST OF ADDRESSEES TO BE COPIED

 

MASTER SERVICER:

Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210
Attention: Executive Vice President – Division Head
Fax number: 1-888-706-3565

E-mail: NoticeAdmin@midlandls.com

SPECIAL SERVICER:

Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210
Attention: Executive Vice President – Division Head
Fax number: 1-888-706-3565

E-mail: NoticeAdmin@midlandls.com

 

CERTIFICATE ADMINISTRATOR:

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045
Attention: Corporate Trust Services – UBS 2019-C16

E-mail: cts.cmbs.bond.admin@wellsfargo.com; trustadministrationgroup@wellsfargo.com

TRUSTEE:

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045
Attention: Corporate Trust Services – UBS 2019-C16

E-mail: cts.cmbs.bond.admin@wellsfargo.com; trustadministrationgroup@wellsfargo.com

 

DIRECTING CERTIFICATEHOLDER:

KKR Real Estate Credit Opportunity Partners Aggregator I L.P.
9 West 57th Street, Suite 4200
New York, New York 10019
Fax number: (212) 750-0003

E-mail: Matt.Salem@kkr.com

 

ASSET REPRESENTATIONS REVIEWER:

Park Bridge Lender Services LLC
600 Third Avenue, 40th Floor

 

Exh. E-3

 


New York, New York 10016
Attention: UBS 2019-C16-Surveillance Manager

E-mail: cmbs.notices@parkbridgefinancial.com

 

OPERATING ADVISOR:

Park Bridge Lender Services LLC
600 Third Avenue, 40th Floor
New York, New York 10016
Attention: UBS 2019-C16-Surveillance Manager

E-mail: cmbs.notices@parkbridgefinancial.com

 

Exh. E-4

 

 

EXHIBIT F

 

FORM LOAN SELLER OFFICER’S CERTIFICATION

 

I, [identity of certifying individual], the [title] of [name of seller] (the “Seller”) on behalf of the Seller, as [TITLE] of the Seller, hereby certify as of March 20, 2019 to Nicholas Galeone, and with the knowledge and intent that he will rely upon this certification in connection with the certification to be signed by him and submitted to the Securities and Exchange Commission pursuant to Regulation AB, that:

 

1.I have reviewed the preliminary prospectus (the “Prospectus”) relating to those classes of the UBS Commercial Mortgage Securitization Corp., Commercial Mortgage Pass-Through Certificates, Series 2019-C16, the offer and sale of which are registered (the “Securities”), and am familiar with, in all material respects, (a) the characteristics of the loans underlying the offering that will be conveyed by the Seller to UBS Commercial Mortgage Securitization Corp. (the “Seller’s Loans”), and (b) all material underlying transaction agreements to which the Seller is a party and entered into by Seller in connection with the securitization of the Seller’s Loans;

 

2.Based on my knowledge, the Prospectus does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading, but only if and to the extent that any such untrue statement or omission relates to the Seller or the Seller’s Loans; and

 

3.Based on my knowledge, the Prospectus and other information included in the registration statement of which it will be a part and provided to me for review, collectively, fairly present, in all material respects, the characteristics of the Seller’s Loans, including the risks relating to the Seller’s Loans that would affect the cash flows available to service payments or distributions on the Securities in accordance with their terms.

 

This Certification is being signed by me solely in my capacity as a duly authorized [senior officer of the Seller][representative of the Seller directly responsible for the underwriting, origination and/or sale of the Seller’s Loans] and not in my individual capacity. This Certification is solely for the benefit of Nicholas Galeone and not for the benefit of any other party or person. 

       
  By:    
    Name:  
    Title:  

 

Exh. F-1