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EX-4.1 - POOLING AND SERVICING AGREEMENT, DATED AND EFFECTIVE AS OF DECEMBER 1, 2017 - UBS Commercial Mortgage Trust 2017-C5exh4-1psa.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: January 3, 2018
(Date of earliest event reported)

 

UBS Commercial Mortgage Trust 2017-C5

(Central Index Key Number 0001719195)

(Exact name of issuing entity)

 

UBS AG

(Central Index Key Number 0001685185)

Cantor Commercial Real Estate Lending, L.P.

(Central Index Key Number 0001558761)

Ladder Capital Finance LLC

(Central Index Key Number 0001541468)

Natixis Real Estate Capital LLC

(Central Index Key Number 0001542256)

Société Générale

(Central Index Key Number 0001238163)

Rialto Mortgage Finance, LLC

(Central Index Key Number 0001592182)

(Exact name of sponsor as specified in its charter)

 

UBS Commercial Mortgage Securitization Corp.

(Central Index Key Number 0001532799)

(Exact name of registrant as specified in its charter)

 

Delaware 333-207340-05 45-3587479
(State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification No.)

1285 Avenue of the Americas
 
New York, New York 10019
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code      212-713-2000      
 

Not Applicable
(Former name or former address, if changed since last report.)

                     

   

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

   

 

Item 8.01.Other Events.

On November 16, 2017, UBS Commercial Mortgage Securitization Corp. (the “Depositor”) caused the issuance, pursuant to a pooling and servicing agreement, dated as of November 1, 2017 (the “Pooling and Servicing Agreement”), among UBS Commercial Mortgage Securitization Corp. (the “Registrant”), as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, of UBS Commercial Mortgage Trust 2017-C5, Commercial Mortgage Pass-Through Certificates, Series 2017-C5 (the “Certificates”).

The Certificates represent, in the aggregate, the entire beneficial ownership in UBS Commercial Mortgage Trust 2017-C5 (the “Issuing Entity”), a common law trust formed on November 16, 2017 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The assets of the Issuing Entity consist primarily of forty-nine (49) mortgage loans (the “Mortgage Loans”) secured by first liens on one hundred and thirty-one (131) commercial, multifamily or manufactured housing community properties.

The Mortgage Loan secured by the mortgaged property identified as “National Office Portfolio” on Exhibit B to the Pooling and Servicing Agreement (the “National Office Portfolio Mortgage Loan”), which is an asset of the Issuing Entity, is part of a whole loan (the “National Office Portfolio Whole Loan”) that also includes five (5) additional pari passu promissory notes, which are not assets of the Issuing Entity. The National Office Portfolio Whole Loan is being serviced and administered pursuant to a pooling and servicing agreement, dated as of December 1, 2017 (the “UBS 2017-C7 Pooling and Servicing Agreement”), by and among UBS Commercial Mortgage Securitization Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, KeyBank National Association, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer, relating to the UBS 2017-C7 securitization transaction into which the related controlling companion loan is deposited.

The terms and conditions of the UBS 2017-C7 Pooling and Servicing Agreement applicable to the servicing of the National Office Portfolio Mortgage Loan are substantially similar to the terms and conditions of the Pooling and Servicing Agreement applicable to the servicing of the other Mortgage Loans, as described under “Pooling and Servicing Agreement” in the Prospectus filed by the Issuing Entity pursuant to Rule 424(b)(2) with respect to the Certificates on November 16, 2017. The UBS 2017-C7 Pooling and Servicing Agreement is attached hereto as Exhibit 4.1.

   

 

Item 9.01.Financial Statements, Pro Forma Financial Information and Exhibits.

 

(d) Exhibits

Exhibit No. Description
   
Exhibit 4.1 Pooling and Servicing Agreement, dated and effective as of December 1, 2017, among UBS Commercial Mortgage Securitization Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, KeyBank National Association, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer.

 

   

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 3, 2018 UBS COMMERCIAL MORTGAGE SECURITIZATION CORP.
(Registrant)
   
   
  By:  /s/ Nicholas Galeone
    Name: Nicholas Galeone
Title: President

   
   
  By:  /s/ David Schell
    Name: David Schell
Title: Executive Director

 

 

   

 

INDEX TO EXHIBITS

Item 601(a) of
Regulation S-K
Exhibit No.
  Description Paper (P) or
Electronic (E)
4.1   Pooling and Servicing Agreement, dated and effective as of December 1, 2017, among UBS Commercial Mortgage Securitization Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, KeyBank National Association, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer. (E)