Exhibit 4.15


 





EXECUTION VERSION 





	 



 


Totowa Commerce Center


 


CO-LENDER AGREEMENT


 


Dated as of November 16, 2017


 


between


 


NATIXIS REAL ESTATE CAPITAL LLC


 


(Note A-1 Holder)


 


and


 


NATIXIS REAL ESTATE CAPITAL LLC

(Note A-2 Holder) 





	 





 




     


     


    

 


TABLE OF CONTENTS 





 




	 	Page
	 	 
	1.          
     Definitions; Conflicts	2
	2.            Servicing of the Mortgage Loan	13
	3.            Priority of Notes	15
	4.            Workout	15
	5.            Accounts; Payment Procedure	15
	6.            Limitation on Liability	16
	7.            Representations of the Holders	17
	8.            Independent Analyses of each Holder	17
	9.            No Creation of a Partnership or Exclusive Purchase Right	18
	10.          Not a Security	18
	11.          Other Business Activities of the Holders	18
	12.          Transfer of Notes	18
	13.          Exercise of Remedies by the Servicer	20
	14.          Rights of the Directing Holder	22
	15.          Appointment of Special Servicer	24
	16.          Rights of the Non-Directing Holder	24
	17.          Advances; Reimbursement of Advances	25
	18.          Provisions Relating to Securitization	26
	19.          Governing Law; Waiver of Jury Trial	32
	20.          Modifications	32
	21.          Successors and Assigns; Third Party Beneficiaries	32
	22.          Counterparts	32
	23.          Captions	33
	24.          Notices	33
	25.          Custody of Mortgage Loan Documents	33



 



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THIS CO-LENDER AGREEMENT
(the “Agreement”), dated as of November 16, 2017, is between NATIXIS REAL ESTATE CAPITAL LLC, a Delaware
limited liability company (“Natixis”), having an address at 1251 Avenue of the Americas, New York, New York
10020, as the holder of Note A-1 and Natixis, as the holder of Note A-2.


 


W I T N E S S E T H:


 


WHEREAS, Natixis has
made a mortgage loan in the original principal amount of $66,000,000 (the “Mortgage Loan”) to Totowa Beacon,
LLC, Totowa II LLC, Totowa III, LLC and Totowa IV, LLC (each and collectively, the “Borrower”) pursuant to a
loan agreement between the Borrower, as borrower, and Natixis, as lender, dated as of September 20, 2017 (the “Loan Agreement”),
which Mortgage Loan was evidenced by a single promissory note in the original principal amount of $51,750,000 (the “Original
Promissory Note”);


 


WHEREAS, the Mortgage
Loan is secured by a first mortgage lien (the “Mortgage”) on the Borrower’s fee interest in the properties
known as Totowa Commerce Center, located at 999 Riverview Drive, 60 Commerce Way, 40 Commerce Way, 29 Commerce Way, 45 Commerce
Way, 80-100 Commerce Way, 11 Commerce Way, 20 Commerce Way, One Center Court, 120-140 Commerce Way and Two Center Court, Totowa,
New Jersey, 07512 (the “Mortgaged Property”);


 


WHEREAS, on or about
October 5, 2017, the Original Promissory Note was split into two notes pursuant to a Note Splitter and Loan Document Modification
Agreement between the Borrower and Natixis;


 


WHEREAS, the Mortgage
Loan is presently evidenced by the following notes: Promissory Note A-1 in the original principal amount of $25,000,000 and Promissory
Note A-2 in the original principal amount of $26,750,000 (“Note A-1” and “Note A-2” respectively
and individually, each, a “Note” and collectively the “Notes”);


 


WHEREAS, Natixis intends
to sell, transfer and assign all of its right, title and interest in and to Note A-2 to UBS Commercial Mortgage Securitization
Corp. (“UBS”), as depositor, pursuant to a Mortgage Loan Purchase Agreement dated as of November 1, 2017, by
and between UBS, as purchaser, and Natixis, as seller, and UBS, as purchaser, intends to transfer its right, title and interest
in and to Note A-2 to Wells Fargo Bank, National Association, as trustee for the UBS 2017-C5 Commercial Mortgage Trust under a
pooling and servicing agreement, dated as of November 1, 2017 (the “UBS 2017-C5 PSA”), among UBS, as depositor,
Midland Loan Services, a Division of PNC Bank, National Association, master servicer and as special servicer, Park Bridge Lender
Services LLC, as operating advisor and as asset representations reviewer and Wells Fargo Bank, National Association, as certificate
administrator;


 


WHEREAS, Note A-1 Holder
intends, but is not bound, to sell transfer and assign all or a portion of its right, title and interest in and to Note A-1 to
one or more depositors who will in turn transfer the same to one or more trusts as part of the securitization of one or more mortgage
loans; and


 






     


     


    




 


WHEREAS, the parties
hereto desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold
Note A-1 and Note A-2, respectively;


 


NOW, THEREFORE, in consideration
of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto mutually agree as follows:


 


1.       Definitions;
Conflicts. References to a “Section” or the “recitals” are, unless otherwise specified, to a Section
or the recitals of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto
in the Servicing Agreement. To the extent of any inconsistency between this Agreement and the Servicing Agreement, this Agreement
shall control. Whenever used in this Agreement, the following terms shall have the respective meanings set forth below unless
the context clearly requires otherwise.


 


“Acceptable
Insurance Default” shall have the meaning assigned to such term or analogous term in the Servicing Agreement.


 


“Advance”
shall mean any P&I Advance or Property Advance made with respect to any of the Notes, the Mortgage Loan or the Mortgaged Property
pursuant to the Note A-1 PSA or the UBS 2017-C5 PSA.


 


“Affiliate”
shall mean, with respect to any specified Person, (a) any other Person controlling or controlled by or under common control with
such specified Person (each, a “Common Control Party”), (b) any other Person owning, directly or indirectly,
ten percent (10%) or more of the beneficial interests in such Person or (c) any other Person in which such Person or a Common Control
Party owns, directly or indirectly, ten percent (10%) or more of the beneficial interests. For the purposes of this definition,
“control” when used with respect to any specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting securities, by contract, relation to individuals or otherwise,
and the terms “controlling” and “controlled” have meanings correlative to the foregoing.


 


“Agreement”
shall mean this Co-Lender Agreement, the exhibits and schedules hereto, and all amendments hereof and supplements hereto.


 


“Appraisal”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“Asset Status
Report” shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


“Borrower”
shall have the meaning assigned to such term in the recitals.


 


“Business Day”
shall have the meaning assigned to such term in the Servicing Agreement.


 






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“CLO Asset Manager”
shall mean, with respect to any Securitization Vehicle that is a CLO, the entity that is responsible for managing or administering
the underlying assets of such Securitization Vehicle or, if applicable, the assets of any Intervening Trust Vehicle (including,
without limitation, the right to exercise any consent and control rights available to the Directing Holder).


 


“Certificates”
shall mean any securities issued in connection with the Note A-1 Securitization or the UBS 2017-C5 Securitization.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


“Collection
Account” shall mean the “collection account” or sub-account thereof, established under the Servicing Agreement
for the purpose of servicing the Mortgage Loan.


 


“Consultation
Termination Event” shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


“Control”
shall mean the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership
interests of an entity and the possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlled by,”
“controlling” and “under common control with” shall have the respective correlative meaning thereto.


 


“CREFC®
Investor Reporting Package®” shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


“DBRS”
shall mean DBRS, Inc. and its successors in interest.


 


“Defaulted Mortgage
Loan” shall mean the Mortgage Loan in the event that the Mortgage Loan is delinquent at least 60 days in respect of its
Monthly Payments or more than 60 days in respect of its balloon payment, in either case to be determined without giving effect
to any grace period permitted by the Mortgage Loan Documents and without regard to any acceleration of payments under the Mortgage
Loan Documents.


 


“Depositor”
shall mean (i) with respect to the Note A-1 Securitization, the depositor under the Note A-1 PSA and (ii) with respect to the UBS
2017-C5 Securitization, UBS.


 


“Directing Holder”
shall mean (i) during the period prior to the Note A-1 Securitization Date, the Note A-1 Holder or such other party that the Note
A-1 Holder grants the right to exercise the rights granted to the Directing Holder in this Agreement and (ii) after the Note A-1
Securitization Date, the holders of Certificates representing the specified interest in the class of Certificates designated as
the “controlling class” under the Note A-1 Securitization or the duly appointed representative of the holders of such
Certificates; provided, that no Borrower Party, as defined in the applicable Servicing Agreement, thereof shall be entitled
to act as Directing Holder.


 






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“Event of Default”
shall mean an “Event of Default” as defined in the Loan Agreement.


 


“Excluded Amounts”
shall mean:


 


(i)         proceeds,
awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Borrower in accordance
with the terms of the Mortgage Loan Documents;


 


(ii)        amounts
required to be deposited in reserve or escrow pursuant to the Mortgage Loan Documents; and


 


(iii)       amounts
that are then due and payable pursuant to the Servicing Agreement to the parties to the Servicing Agreement, including, without
limitation, Servicing Fees, Special Servicing Fees, if applicable, reimbursement of costs and expenses, reimbursement of Property
Advances and interest thereon at the Reimbursement Rate;


 


but shall not include (A) any amounts received
in respect of any P&I Advances (and interest thereon), (B) any Servicing Fees due to the Master Servicer in excess of the Servicing
Fee calculated at the “primary servicing fee rate” set forth in the Servicing Agreement and (C) any trustee fees.


 


“Fitch”
shall mean Fitch Ratings, Inc. and its successors in interest.


 


“Holder”
shall mean the Note A-1 Holder or the Note A-2 Holder, as the context indicates.


 


“Intervening
Trust Vehicle” shall mean, with respect to any Securitization Vehicle that is a CLO, a trust vehicle or entity which
holds Note A-1 as collateral securing (in whole or in part) any obligation or security held by such Securitization Vehicle as collateral
for the CLO.


 


“KBRA”
shall mean Kroll Bond Rating Agency, Inc. and its successors in interest.


 


“Lead Note”
shall mean (i) during the period from and after the Note A-2 Securitization Date and prior to the Note A-1 Securitization Date,
Note A-2; and (ii) on and after the Note A-1 Securitization Date, Note A-1.


 


“Lead Note Holder”
shall mean the Holder of the Lead Note.


 


“Lead Securitization”
shall mean (a) during the period from and after the UBS 2017-C5 Securitization Date and prior to the Note A-1 Securitization Date,
the UBS 2017-C5 Securitization and (b) from and after the Note A-1 Securitization Date, the Lead Securitization established under
the Note A-1 Securitization.


 






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“Lead Securitization
Trust” shall mean (a) during the period from and after the UBS 2017-C5 Securitization Date and prior to the Note A-1
Securitization Date, the trust established under the UBS 2017-C5 PSA in connection with the UBS 2017-C5 Securitization and, (b)
from and after the Note A-1 Securitization Date, the trust established under the Note A-1 Securitization.


 


“Lead Servicer”
shall mean (a) during the period from and after the UBS 2017-C5 Securitization Date and prior to the Note A-1 Securitization Date,
the servicer and/or special servicer designated under the UBS 2017-C5 PSA and, (b) from and after the Note A-1 Securitization Date,
the servicer and/or special servicer designated under the Note A-1 PSA.


 


“Lead Trustee”
shall mean (a) during the period from and after the UBS 2017-C5 Securitization Date and prior to the Note A-1 Securitization Date,
the UBS 2017-C5 Trustee and, (b) from and after the Note A-1 Securitization Date, the trustee designated under the Note A-1 Securitization.


 


“Liquidation
Proceeds” shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


“Loan Agreement”
shall have the meaning assigned to such term in the recitals.


 


“Major Action”
shall have the meaning assigned to the term “Material Action”, “Major Action”, “Major Decision”
or any equivalent term in the Servicing Agreement.


 


“Master Servicer”
shall mean the master servicer under the Servicing Agreement and any successor thereunder.


 


“Master Servicer
Remittance Date” shall mean:


 


(a)      during
the period after the UBS 2017-C5 Securitization Date but prior to the Note A-1 Securitization Date:


 


(i)       with
respect to Note A-2, the “Master Servicer Remittance Date” (or analogous term) as defined in the UBS 2017-C5 PSA; and


 


(ii)      with
respect to Note A-1, one Business Day after the Determination Date (as defined in the UBS 2017-C5 PSA); and


 


(b)     after
the Note A-1 Securitization Date:


 


(i)       with
respect to Note A-1, the “Master Servicer Remittance Date” (or analogous term) as defined in the Note A-1 PSA; and


 


(ii)      with
respect to Note A-2, two Business Days prior to the Master Servicer Remittance Date (or analogous term) as defined in the UBS 2017-C5
PSA (as long as such date is at least two Business Days after receipt of the Monthly Payment).


 


“Maturity Date”
shall have the meaning assigned to such term in Exhibit A.


 






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“Monthly Payment”
with respect to any period shall mean all amounts due and payable to any Holder or Holders during such period in accordance with
the Mortgage Loan Documents.


 


“Moody’s”
shall mean Moody’s Investors Service, Inc. and its successors in interest.


 


“Morningstar”
shall mean Morningstar Credit Ratings, LLC and its successors in interest.


 


“Mortgage”
shall have the meaning assigned to such term in the recitals.


 


“Mortgage Interest
Rate” shall mean the Mortgage Interest Rate set forth in the Mortgage Loan Schedule with respect to each of Note A-1
and Note A-2.


 


“Mortgage Loan”
shall have the meaning assigned such term in the recitals.


 


“Mortgage Loan
Documents” shall mean the Mortgage, the Loan Agreement, the Notes, and all other documents evidencing or securing the
Mortgage Loan.


 


“Mortgage Loan
Principal Balance” shall mean, at any date of determination, the aggregate principal balance of the Notes evidencing
the Mortgage Loan.


 


“Mortgage Loan
Schedule” shall mean the schedule in the form attached hereto as Exhibit A, which schedule sets forth certain
information regarding the Mortgage Loan and the Notes.


 


“Mortgaged Property”
shall have the meaning assigned such term in the recitals.


 


“Natixis”
shall mean Natixis Real Estate Capital LLC and its successors in interest.


 


“Non-Directing
Holder” shall mean the Note A-2 Holder or, if Note A-2 is included in a Securitization, the holders of Certificates representing
the specified interest in the class of Certificates designated as the “controlling class” or the duly appointed representative
of the holders of such Certificates or such other party otherwise entitled under the UBS 2017-C5 PSA, to exercise the rights granted
to the Non-Directing Holder in this Agreement. If Note A-2 is no longer in a Securitization, the Non-Directing Holder with respect
to such Note will be the then-current Holder of such Note.


 


“Non-Lead Master
Servicer” shall mean, from and after the Note A-1 Securitization Date, the master servicer designated under the UBS 2017-C5
PSA.


 


“Non-Lead Note”
shall mean (i) during the period from and after the Note A-2 Securitization Date and prior to the Note A-1 Securitization Date,
Note A-1, and (ii) on and after the Note A-1 Securitization Date, Note A-2.


 


“Non-Lead Note
Holder” shall mean the holder of the Non-Lead Note.


 






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“Non-Lead Servicing
Agreement” shall mean from and after the Note A-1 Securitization Date, the UBS 2017-C5 PSA.


 


“Non-Lead Special
Servicer” shall mean, from and after the Note A-1 Securitization Date, the special servicer designated under the UBS
2017-C5 PSA.


 


“Nonrecoverable
Advance” shall have the meaning ascribed to such term in the Servicing Agreement.


 


“Note A-1”
shall have the meaning assigned such term in the recitals.


 


“Note A-1 Holder”
shall mean Natixis or any subsequent holder of Note A-1.


 


“Note A-1 Master
Servicer” shall mean the master servicer under the Note A-1 PSA.


 


“Note A-1 Principal
Balance” shall mean, at any time of determination, the initial Note A-1 Principal Balance as set forth in the Mortgage
Loan Schedule, less any payments of principal thereon received by the Note A-1 Holder and any reductions in such amount pursuant
to Section 4.


 


“Note A-1 PSA”
shall mean the “pooling and servicing agreement” entered into in connection with the Note A-1 Securitization.


 


“Note A-1 Securitization”
shall mean the first sale by the Note A-1 Holder of all or a portion of Note A-1 to a depositor who will in turn include such portion
of Note A-1 as part of the securitization of one or more mortgage loans.


 


“Note A-1 Securitization
Date” shall mean the closing date of the Note A-1 Securitization.


 


“Note A-1 Special
Servicer” shall mean the special servicer for the Mortgage Loan under the Note A-1 PSA.


 


“Note A-1 Trust
Fund” shall mean the trust formed pursuant to the Note A-1 PSA.


 


“Note A-2”
shall have the meaning assigned such term in the recitals.


 


“Note A-2 Holder”
shall mean Natixis or any subsequent holder of Note A-2.


 


“Note A-2 Master
Servicer” shall mean the master servicer under the Note A-2 PSA.


 


“Note A-2 Principal
Balance” shall mean at any time of determination, the initial Note A-2 Principal Balance as set forth in the Mortgage
Loan Schedule less any payments of principal thereon received by the Note A-2 Holder and any reductions in such amount pursuant
to Section 4.


 






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“Note A-2 PSA”
shall mean the “pooling and servicing agreement” entered into in connection with the Note A-2 Securitization.


 


“Note A-2 Securitization”
shall mean the first sale by the Note A-2 Holder of all or any portion of Note A-2 to a depositor who will in turn include all
or such portion (as applicable) of Note A-2 as part of the securitization of one or more mortgage loans.


 


“Note A-2 Securitization
Date” shall mean the closing date of the Note A-2 Securitization.


 


“Note A-2 Special
Servicer” shall mean the special servicer for the Mortgage Loan under the Note A-2 PSA.


 


“Note A-2 Trustee”
shall mean the trustee under the Note A-2 PSA.


 


“Note A-2 Trust
Fund” shall mean the trust formed pursuant to the Note A-2 PSA.


 


“Notes”
shall have the meaning assigned such term in the recitals.


 


“P&I Advance”
shall mean an advance made by a party to the Note A-1 PSA or the UBS 2017-C5 PSA, as applicable, with respect to a delinquent monthly
debt service payment on the Notes included in the related Securitization.


 


“Penalty Charges”
shall mean any amounts collected from the Borrower that represent default charges, penalty charges, late fees and/or default interest,
but excluding any yield maintenance charge or prepayment premium.


 


“Permitted Fund
Manager” shall mean any Person (a) listed on Exhibit C attached hereto or (b) that on the date of determination
is (i) a Qualified Transferee or any other nationally-recognized manager of investment funds investing in debt or equity interests
relating to commercial real estate, (ii) investing through one or more funds with committed capital of at least $250,000,000 and
(iii) not subject to a proceeding, whether voluntary or involuntary, relating to the bankruptcy, insolvency, reorganization or
relief of debtors.


 


“Person”
shall mean any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or political subdivision thereof.


 


“Property Advance”
shall mean an advance made in respect of property protection expenses or expenses incurred to protect, preserve and enforce the
security for the Mortgage Loan or to pay taxes and assessments or insurance premiums with respect to the Mortgaged Property.


 


“Pro Rata and
Pari Passu Basis” shall mean with respect to the Notes and each Holder, (i) for purposes of allocating payments of interest
among the Notes, each Note or Holder, as the case may be, is allocated its respective pro rata share based on the interest accrued
on such Note at the respective Mortgage Interest Rate of such Note based on the outstanding principal


 



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balance of such Note and
(ii) for all other purposes, the allocation of any particular payment, collection, cost, expense, liability or other amount between
such Notes or such Holders, as the case may be, without any priority of any such Note or any such Holder over another Note or Holder,
as the case may be, and in any event such that each Note or Holder, as the case may be, is allocated its respective pro rata share
based on the principal balance of its Note in relation to the principal balance of the entire Mortgage Loan of such particular
payment, collection, cost, expense, liability or other amount.


 


“Qualified Servicer”
shall mean any nationally recognized commercial mortgage loan servicer (1) rated at least “CSS3,” in the case of a
special servicer, or at least “CMS2,” in the case of a master servicer, by Fitch, (2) on the S&P Select Servicer
List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, (3) as to which
neither Moody’s nor KBRA has cited servicing concerns of such servicer as the sole or material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal)
of securities in any CMBS transaction rated by Moody’s or KBRA, as applicable, and serviced by such servicer prior to the
time of determination, (4) a servicer that (i) during the 12-month period prior to the date of determination, acted as master servicer
or special servicer, as applicable, in a commercial mortgage loan securitization rated by Morningstar and (ii) Morningstar has
not qualified, downgraded or withdrawn the then-current rating or ratings of one or more classes of such certificates citing servicing
concerns with the servicer or special servicer, as applicable, as the sole or material factor in such rating action and (5) in
the case of DBRS, that within the twelve (12) month period prior to the date of determination such servicer was acting as servicer
or special servicer, as applicable, in a commercial mortgage loan securitization that was rated by DBRS and DBRS has not downgraded
or withdrawn the then current rating on any class of commercial mortgage securities or placed any class of commercial mortgage
securities on watch citing the continuation of such servicer as servicer or special servicer, as applicable, of such commercial
mortgage securities as a material reason for such downgrade or withdrawal. For purposes of this definition, for so long as any
Note is included in a Securitization, the ratings or actions of any Rating Agency that is not rating any such Securitization(s)
shall not be considered.


 


“Qualified Transferee”
shall mean an Affiliate of Note A-1 Holder, Note A-2 Holder or one or more of the following (other than the Borrower or any entity
which is an Affiliate of the Borrower):


 


(i)        an
insurance company, bank, savings and loan association, investment bank, trust company, commercial credit corporation, pension plan,
pension fund, pension fund advisory firm, mutual fund, real estate investment trust or governmental entity or plan; or


 


(ii)       an
investment company, money management firm or a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, as amended, which regularly engages in the business of making or owning investments of types similar
to the Mortgage Loan; or


 


(iii)      an
institution substantially similar to any of the foregoing entities described in clauses (i) or (ii) above; or


 






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(iv)      any
entity Controlled by or under common Control or Controlling any of the entities described in clauses (i), (ii) or (iii) above;
or


 


(v)       a
Qualified Trustee (or, in the case of a CLO, a single purpose bankruptcy-remote entity that contemporaneously pledges its interest
in a Note to a Qualified Trustee) in connection with (A) a securitization of, (B) the creation of collateralized loan (or debt)
obligations (“CLO”) secured by, or (C) a financing through an “owner trust” of, any interest in
a Note (any of the foregoing, a “Securitization Vehicle”), provided that either (1) one or more classes
of securities issued by such Securitization Vehicle is initially rated at least investment grade by at least two of the Rating
Agencies that also assigned a rating to one or more classes of securities issued in connection with the Securitization of a Note;
(2) the special servicer for the Securitization Vehicle is a Qualified Servicer at the time of transfer; or (3) in the case of
a Securitization Vehicle that is a CLO, the CLO Asset Manager and, if applicable, each Intervening Trust Vehicle that is not administered
and managed by a CLO Asset Manager that is a Qualified Transferee, is a Qualified Transferee under clause (i), (ii), (iii) or (iv)
of this definition; or


 


(vi)      an
investment fund, limited liability company, limited partnership or general partnership in which a Permitted Fund Manager acts as
the general partner, managing member, or the fund manager responsible for the day to day management and operation of such investment
vehicle, provided that greater than fifty percent (50%) of the equity interests in such investment vehicle are owned, directly
or indirectly, by one or more entities that are otherwise Qualified Transferees,


 


which, in the case of each of clauses (i),
(ii), and (iii) of this definition, has at least $650,000,000 in total assets (in name or under management) and (except with respect
to a pension advisory firm or similar fiduciary) at least $250,000,000 in capital/statutory surplus or shareholders’ equity,
and is regularly engaged in the business of making or owning commercial real estate loans or commercial loans similar to the Mortgage
Loan.


 


“Qualified Trustee”
shall mean (i) a corporation, national bank, national banking association or a trust company, organized and doing business under
the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept
the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by
federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution whose
long-term senior unsecured debt is then rated in one of the top two rating categories of each of the Rating Agencies.


 


“Rating Agencies”
shall mean Moody’s, Fitch, KBRA, Morningstar, DBRS and S&P and their respective successors in interest or, if any of
such entities shall for any reason no longer perform the functions of a securities rating agency, any other nationally recognized
statistical rating agency reasonably designated by any Holder to rate the securities issued in connection with the Securitization
of the related Note; provided, however, that, unless specified


 



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otherwise, at any time during which any Note is an
asset of a Securitization, “Rating Agencies” or “Rating Agency” shall mean only those rating
agencies that are engaged by the applicable Depositor from time to time to rate the securities issued in connection with such Securitization.


 


“Rating Agency
Confirmation” shall mean each of the applicable Rating Agencies for each Securitization shall have confirmed in writing
that the occurrence of the event with respect to which such Rating Agency Confirmation is sought shall not result in a downgrade,
qualification or withdrawal of the applicable rating or ratings ascribed by such Rating Agency to any of the Certificates then
outstanding. In the event that no Certificates are outstanding or none of the Notes are included in a Securitization, any action
that would otherwise require a Rating Agency Confirmation shall require the consent of the Note A-1 Holder, which consent shall
not be unreasonably withheld, conditioned or delayed.


 


For the purposes of this
Agreement, if any Rating Agency (1) waives, declines or refuses, in writing to review or otherwise engage any request for a confirmation
hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then
current rating of the securities issued pursuant to the related Securitization, or (2) does not reply to such request or responds
in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency
Confirmation and the related timing, notice and other applicable provisions set forth in the Servicing Agreement and the Non-Lead
Servicing Agreement, as applicable, have been satisfied, then for such request only, the condition that such confirmation by such
Rating Agency (only) be obtained will be deemed not to apply for purposes of this Agreement. For purposes of clarity, any such
waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed
a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency Confirmation hereunder
and the condition for such Rating Agency Confirmation pursuant to this Agreement for any subsequent request shall apply regardless
of any previous waiver, declination or refusal to review or otherwise engage in such prior request.


 


“Reimbursement
Rate” shall have the meaning assigned to such term or the term “Advance Rate” or an analogous term in the
Servicing Agreement.


 


“REO Property”
shall mean the Mortgaged Property, title to which has been acquired by the Servicer on behalf of (or other Person designated by)
the Holder through foreclosure, deed in lieu of foreclosure or otherwise.


 


“S&P”
shall mean S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, and its successors in interest.


 


“Securitization”
shall mean the Note A-1 Securitization and the UBS 2017-C5 Securitization, as the context requires.


 


“Servicer”
shall mean (i) the Master Servicer with respect to a non-Specially Serviced Mortgage Loan and the Special Servicer with respect
to a Specially Serviced Mortgage Loan, or (ii) with respect to a specific function, right or obligation as to which the Servicing


 



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Agreement designates the Master Servicer or the Special Servicer, the party so designated, as applicable, pursuant to the Servicing
Agreement.


 


“Servicing Agreement”
shall mean (a) during the period from and after the UBS 2017-C5 Securitization Date and prior to the Note A-1 Securitization Date,
the UBS 2017-C5 PSA and, (b) after the Note A-1 Securitization Date, the Note A-1 PSA; provided that in the event the Lead Note
is no longer an asset of the trust fund created pursuant to the Servicing Agreement, the term “Servicing Agreement”
shall refer to the subsequent servicing agreement entered into pursuant to Section 2.


 


“Servicing Fee”
shall mean the fee of the Master Servicer pursuant to the terms of the Servicing Agreement, which will generally be calculated
as the product of (i) the Servicing Fee Rate and (ii) the outstanding principal balance of the Mortgage Loan as of the date of
determination.


 


“Servicing Fee
Rate” shall have the meaning applied to such term in the Servicing Agreement, being the rate per annum which, when applied
to the Mortgage Loan Principal Balance (which may be a different rate with respect to each of the Notes), will determine the servicing
fee payable to the Master Servicer under the Servicing Agreement.


 


“Servicing File”
shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


“Servicing Standard”
shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


“Servicing Transfer
Event” shall mean any of the events specified in the Servicing Agreement, whereby the servicing of the Mortgage Loan
is required to be transferred to the Special Servicer from the Master Servicer.


 


“Special Servicer”
shall mean the special servicer of the Mortgage Loan as appointed under the terms of this Agreement and the Servicing Agreement,
or any successor special servicer appointed as provided thereunder and hereunder.


 


“Special Servicing
Fee” shall have the meaning given to such term or an analogous term in the Servicing Agreement.


 


“Specially Serviced
Mortgage Loan” shall mean the Mortgage Loan during the period it is serviced by the Special Servicer following a Servicing
Transfer Event.


 


“Transfer”
shall mean any assignment, pledge, conveyance, sale, transfer, mortgage, encumbrance, grant of a security interest, issuance of
a participation interest, or other disposition, either directly or indirectly, by operation of law or otherwise.


 


“Trustee”
shall mean the trustee under the Note A-1 PSA or the UBS 2017-C5 PSA, as the context requires.


 






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“UBS 2017-C5
PSA” shall mean the “pooling and servicing agreement” entered into in connection with the UBS 2017-C5 Securitization.


 


“UBS 2017-C5
Securitization” shall mean the first sale by the Note A-2 Holder of all or any portion of Note A-2 to a depositor who
will in turn include all or such portion (as applicable) of Note A-2 as part of the securitization of one or more mortgage loans.


 


2.         Servicing
of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this
Agreement, the Mortgage Loan shall be serviced as follows:


 


(i)        from
and after the UBS 2017-C5 Securitization Date, but prior to the Note A-1 Securitization Date, by the UBS 2017-C5 Master Servicer
and the UBS 2017-C5 Special Servicer pursuant to the terms of this Agreement and the UBS 2017-C5 PSA; and


 


(ii)       from
and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms
of this Agreement and the Note A-1 PSA.


 


Each Holder agrees to
reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement.


 


(b)     The
Note A-1 PSA and UBS 2017-C5 PSA shall contain terms and conditions that are customary for securitization transactions involving
assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax elections of the Note A-1
Trust Fund and the UBS 2017-C5 Trust Fund, (ii) required by law or changes in any law, rule or regulation or (iii) requested by
the Rating Agencies rating the Note A-1 Securitization or the UBS 2017-C5 Securitization. In addition, the Note A-1 PSA and UBS
2017-C5 PSA shall have such additional provisions as are set forth in Section 18. The Note A-1 Holder shall have the right
to designate the Master Servicer and Special Servicer for the Note A-1 Securitization as long as each such party is a Qualified
Servicer.


 


(c)       Subject
to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents to the appointment of
the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer
by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the
servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints the Master Servicer, the
Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably
required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject
at all times to the rights of the Holders as set forth herein and in such Servicing Agreement).


 


(d)       If,
at any time the Lead Note is no longer in a Securitization, the Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant
to a servicing agreement that is substantially similar to the Servicing Agreement (and, if the Non-Lead Note is in a Securitization,
subject to receipt of a Rating Agency Confirmation from the Rating Agencies that


 



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were engaged by the Depositor to rate such Securitization)
and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided,
however, that until a replacement Servicing Agreement has been entered into (and such written confirmation has been obtained),
the Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement as if such
agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however,
that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified
Servicer appointed by the Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing
Agreement that was previously in effect.


 


(e)       Notwithstanding
anything to the contrary contained herein (including Sections 4 and 13(a)), each Servicing Agreement shall provide
that the Servicer shall be required to service and administer the Mortgage Loan in accordance with the Servicing Standard as set
forth in such Servicing Agreement, and any Holder who is not the Borrower or an Affiliate of the Borrower shall be deemed a third-party
beneficiary of such provisions of the Servicing Agreement that run to the benefit of such Holder. It is understood that the Non-Lead
Note Holder may separately appoint a servicer for the Non-Lead Note, by itself or together with other assets, but any such servicer
will have no responsibility hereunder and shall be compensated solely by the Non-Lead Note Holder from funds payable to it hereunder
or otherwise.


 


(f)        The
Holders acknowledge that the Servicer is to comply with this Agreement and the Mortgage Loan Documents in connection with the servicing
of the Mortgage Loan.


 


(g)       If
any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning
of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan shall
be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage” within
the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on behalf
of the Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure of the Mortgage
or lien on such property following a default on the Mortgage Loan shall be administered so that the interest of the pro rata
share of each Holder therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code, and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold consent
from any action of the Borrower, or exercise or refrain from exercising any powers or rights that the Holders may have under the
Mortgage Loan Documents, if any such action would constitute a “significant modification” of the Mortgage Loan, within
the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury, more than three (3) months
after the startup day of the REMIC that includes any Note (or any portion thereof). Each Holder agrees that the provisions of this
paragraph shall be effected by compliance with any REMIC provisions in the Servicing Agreement relating to the administration of
the Mortgage Loan.


 


(h)       In
the event that one of the Notes is included in a REMIC, the other Holder shall not be required to reimburse such Holder or any
other Person for payment of any taxes imposed on such REMIC or Advances therefor or for any interest on such Advance or for


 



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deficits
in other items of disbursement or income resulting from the use of funds for payment of any such taxes, nor shall any disbursement
or payment otherwise distributable to the other Holder be reduced to offset or make-up any such payment or deficit.


 


3.         Priority
of Notes. Note A-1 and Note A-2 shall be of equal priority, and no portion of any of Note A-1 or Note A-2 shall have
priority or preference over any portion of the other Note or security therefor. Except for the Excluded Amounts, all amounts
tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly
Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving
as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in
respect of condemnation proceedings or similar exercise of the power of eminent domain shall be distributed by the Master
Servicer and applied to Note A-1 and Note A-2 on a Pro Rata and Pari Passu Basis.


 


The Servicing Agreement
may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to (i) pay the Master Servicer,
the Trustee or the Special Servicer for interest accrued on any Property Advances, (ii) to pay the parties to any Securitization
for interest accrued on any P&I Advance, (iii) to pay certain other expenses incurred with respect to the Mortgage Loan and
(iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except that, for so long as
Note A-1 is not included in a Securitization, any Penalty Charges allocated to Note A-1 that are not applied pursuant to clauses
(i)-(iii) above shall be remitted to the respective Holder and shall not be paid to the Master Servicer and/or the Special Servicer
without the express consent of such Holder.


 


4.         Workout.
Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement
and Section 13 of this Agreement, and the obligation to act in accordance with the Servicing Standard, if the Lead
Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms
thereof such that (i) the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate is reduced, (iii)
payments of interest or principal on Note A-1 or Note A-2 are waived, reduced or deferred or (iv) any other adjustment is
made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the
Mortgage Loan Documents shall be structured to preserve, the equal priorities of Note A-1 and Note A-2 as described in Section
3.


 


5.         Accounts;
Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the
Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs
the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the
Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing
Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account
for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable
to Note A-1 and Note A-2, by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder,
respectively; provided that delinquent payments


 



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received by the Master Servicer after the related Master Servicer Remittance
Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing
Agreement.


 


If any Servicer holding
or having distributed any amount received or collected in respect of Note A-1 or Note A-2 determines, or a court of competent jurisdiction
orders, at any time that any amount received or collected in respect of Note A-1 or Note A-2 must, pursuant to any insolvency,
bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note
A-2 Holder, or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer
shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 Holder, as applicable, and such Note
A-1 Holder or Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion that has been distributed
to the Note A-1 Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer
shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, any Servicer or such other person or
entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from
any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly
remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the
Note A-1 Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the
Note A-1 Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note
A-1 Holder and the Note A-2 Holder under this Section 5 are separate and distinct obligations from one another and in no
event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder
and the Note A-2 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer
shall be deemed a third-party beneficiary of these provisions.


 


6.         Limitation
on Liability. Subject to the terms of the Servicing Agreement, no Holder (including the Master Servicer or the Special
Servicer on its behalf) shall have any liability to any other Holder with respect to any Note, except (1) with respect to the
Advance reimbursement provisions set forth in Section 17 and (2) with respect to losses actually suffered due to the
gross negligence, willful misconduct or material breach of this Agreement on the part of such Holder (including the Master
Servicer or the Special Servicer on its behalf, except that the Master Servicer’s or Special Servicer’s liability
is further limited or expanded as set forth in the Servicing Agreement).


 


7.         Representations
of the Holders. (a) Each of the initial Holders hereby represents and warrants to, and covenants with each other Holder
that, as of the date hereof:


 


(i)         It
is duly organized, validly existing and in good standing under the laws of the State under which it is organized.


 


(ii)       The
execution and delivery of this Agreement by such Holder, and performance of, and compliance with, the terms of this Agreement by
such Holder, will not violate its organizational documents or constitute a default (or an event which, with


 



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notice or lapse of
time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which
it is a party or that is applicable to it or any of its assets, in each case which materially and adversely affect its ability
to carry out the transactions contemplated by this Agreement.


 


(iii)      Such
Holder has the full power and authority to enter into and 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.


 


(iv)      This
Agreement is the legal, valid and binding obligation of such Holder enforceable against such Holder in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification and
contribution obligations may be limited by applicable law.


 


(v)       It
has the right to enter into this Agreement without the consent of any third party.


 


(vi)      It
is the holder of the respective Note for its own account in the ordinary course of its business.


 


(vii)     It
has not dealt with any broker, investment banker, agent or other person, that may be entitled to any commission or compensation
in connection with the consummation of any of the transactions contemplated hereby.


 


(viii)    It
is a Qualified Transferee.


 


8.         Independent
Analyses of each Holder. Each Holder acknowledges that, except for the representations made in Section 7, it has,
independently and without reliance upon any other Holder and based on such documents and information as such Holder has
deemed appropriate, made its own credit analysis and decision to purchase its respective Note. Each Holder hereby
acknowledges that the other Holder shall have no responsibility for (i) the collectability of the Mortgage Loan, (ii) the
validity, enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance policy or policies or
any survey furnished or to be furnished in connection with the origination of the Mortgage Loan, (iii) the validity,
sufficiency or effectiveness of the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial
condition of the Borrower. Each Holder assumes all risk of loss in connection with its respective Note for reasons other than
gross negligence, willful misconduct or breach of this Agreement by any other Holder or negligence, willful misconduct or bad
faith by any Servicer.


 


9.         No
Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken pursuant
hereto, shall be deemed to constitute among any Holder (or the Master Servicer, Special Servicer or Trustee on its behalf)
and any


 



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other Holder a partnership, association, joint venture or other entity. Each Holder (or the Master Servicer, Special
Servicer or Trustee on its behalf) shall have no obligation whatsoever to offer to the other Holder the opportunity to
purchase notes or interests relating to any future loans originated by such Holder or any of its Affiliates, and if any
Holder chooses to offer to the other Holder, the opportunity to purchase notes or interests in any future mortgage loans
originated by such Holder or its Affiliates, such offer shall be at such purchase price and interest rate as such Holder
chooses, in its sole and absolute discretion. Neither Holder shall have any obligation whatsoever to purchase from the other
Holder any notes or interests in any future loans originated by the other Holder or any of its Affiliates.


 


10.       Not
a Security. Neither of Note A-1 nor Note A-2 shall be deemed to be a security within the meaning of the Securities Act of
1933 or the Securities Exchange Act of 1934.


 


11.       Other
Business Activities of the Holders. Each Holder acknowledges that the other Holder may make loans or otherwise extend
credit to, and generally engage in any kind of business with, any Affiliate of the Borrower, and receive payments on such
other loans or extensions of credit to any Affiliate of the Borrower and otherwise act with respect thereto freely and
without accountability, but only if none of the foregoing violate the Mortgage Loan Documents, in the same manner as if this
Agreement and the transactions contemplated hereby were not in effect.


 


12.       Transfer
of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not
the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more
than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the
other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a
“Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a
Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall
thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such
Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by Securitization trust. Any such
transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and
provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are
made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for
the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent
(which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without
a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in
connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the Borrower or an
Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported
transferee.


 


(b)       Except
for a Transfer made in connection with a Securitization, or a Transfer made by an initial Holder to an Affiliate, at least five
(5) days prior to a transfer of any


 



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Note, the transferring Holder shall provide to the other Holder and, if any Certificates are
outstanding, to the Rating Agencies, a certification that such transfer will be made in accordance with this Section 12,
such certification to include (1) the name and contact information of the transferee and (2) if applicable, a certification by
the transferee that it is a Qualified Transferee.


 


(c)       The
Holders acknowledge that any Rating Agency Confirmation may be granted or denied by the Rating Agencies in their sole and absolute
discretion and that such Rating Agencies may charge the transferring Holder customary fees in connection with providing such Rating
Agency Confirmation.


 


(d)       Notwithstanding
anything to the contrary contained herein, each Holder may pledge or transfer (a “Pledge”) its Note to any entity
(other than the Borrower or any Affiliate of the Borrower) that has extended a credit facility to such Holder or has entered into
a repurchase agreement with such Holder and that, in each case, is either a Qualified Transferee or a financial institution whose
long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency (a “Note
Pledgee”), or to a Person with respect to which a Rating Agency Confirmation has been obtained, on terms and conditions
set forth in this Section 12(d), it being further agreed that a financing provided by a Note Pledgee to any Holder or any
Affiliate that controls such Holder that is secured by such Holder’s interest in its respective Note and is structured as
a repurchase arrangement, shall qualify as a “Pledge” hereunder on the condition that all applicable terms and conditions
of this Section 12 are complied with. A Note Pledgee that is not a Qualified Transferee may not take title to a Note without
a Rating Agency Confirmation. Upon written notice, if any, by the pledging Holder to the other Holder and the Servicer that a Pledge
has been effected (including the name and address of the applicable Note Pledgee), the other Holder agrees to acknowledge receipt
of such notice and thereafter agree: (i) to give such Note Pledgee written notice of any default by the pledging Holder in respect
of its obligations under this Agreement of which default such Holder has actual knowledge and which notice shall be given simultaneously
with the giving of such notice to the pledging Holder; (ii) to allow such Note Pledgee a period of ten (10) Business Days to cure
a default by the pledging Holder in respect of its obligations to the other Holder hereunder, but such Note Pledgee shall not be
obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing
Agreement (if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the
terms hereof) shall be effective against such Note Pledgee without the written consent of such Note Pledgee, which consent shall
not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Note Pledgee shall fail to
respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor;
(iv) that the other Holder shall accept any cure by such Note Pledgee of any default of the pledging Holder which such pledging
Holder has the right to effect hereunder, as if such cure were made by such pledging Holder; (v) that the other Holder or Servicer
shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided that any such
certificate(s) shall be in a form reasonably satisfactory to the other Holder; and (vi) that, upon written notice (a “Redirection
Notice”) to the Servicer by such Note Pledgee that the pledging Holder is in default beyond any applicable cure periods
with respect to the pledging Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement or other
agreements relating to the Pledge between the pledging Holder and such Note Pledgee (which notice need not be joined in or confirmed
by the pledging Holder), and until such Redirection


 



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Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee (or at
any time that pledging Holder otherwise directs that such payment be made to Note Pledgee pursuant to a separate notice) shall
be entitled to receive any payments that any Servicer would otherwise be obligated to make to the pledging Holder from time to
time pursuant to this Agreement or any Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases
the other Holder and any Servicer from any liability to the pledging Holder on account of any Holder’s or Servicer’s
compliance with any Redirection Notice believed by any Servicer or other Holder in good faith to have been delivered by a Note
Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder (and accept an assignment
in lieu of foreclosure as to such collateral), in accordance with applicable law, the pledge agreement, repurchase agreement or
similar agreement between the pledging Holder and the Note Pledgee and this Agreement. In such event, or if the pledging holder
otherwise assigns its interests to the Note Pledgee, the other Holder and the Servicer shall recognize such Note Pledgee (and any
transferee (other than the Borrower or any Affiliate of the Borrower) that is also a Qualified Transferee at any foreclosure or
similar sale held by such Note Pledgee or any transfer in lieu of foreclosure), and such Person’s successor and assigns,
as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee
or Qualified Transferee shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer
(i.e., realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this
Agreement. The rights of a Note Pledgee under this Section 12(d) shall remain effective as to any Holder (and any Servicer)
unless and until such Note Pledgee shall have notified such Holder (and any Servicer, as applicable) in writing that its interest
in the pledged Note has terminated.


 


13.       Exercise
of Remedies by the Servicer. (a) Subject to the terms of this Agreement and the Servicing Agreement and subject to the
rights and consents, where required, of the Directing Holder, the Servicer shall have the sole and exclusive authority with
respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage Loan, including, without
limitation, the sole and exclusive authority to (i) modify or waive any of the terms of the Mortgage Loan Documents, (ii)
consent to any action or failure to act by the Borrower or any party to the Mortgage Loan Documents, (iii) vote all claims
with respect to the Mortgage Loan in any bankruptcy, insolvency or other similar proceedings and (iv) to take legal action to
enforce or protect the Holders’ interests with respect to the Mortgage Loan or to refrain from exercising any powers or
rights under the Mortgage Loan Documents, including the right at any time to call or waive any Events of Default, or
accelerate or refrain from accelerating the Mortgage Loan or institute any foreclosure action, and the Holders shall have no
voting, consent or other rights whatsoever with respect to the Servicer’s administration of, or exercise of its rights
and remedies with respect to, the Mortgage Loan other than as provided in the Servicing Agreement. Subject to the terms and
conditions of the Servicing Agreement, the Servicer shall have the sole and exclusive authority to make Property Advances
with respect to the Mortgage Loan. Except as otherwise provided in this Agreement, each Holder agrees that it shall have no
right to, and hereby presently and irrevocably assigns and conveys to the Servicer the rights, if any, that such Holder has
to (A) call or cause the Servicer to call an Event of Default under the Mortgage Loan, or (B) exercise any remedies with
respect to the Mortgage Loan or the Borrower, including, without limitation, filing or causing the Lead Note Holder or such
Servicer to file any bankruptcy petition against the Borrower. Each Holder shall, from time to time,


 



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execute such documents
as any Servicer shall reasonably require to evidence such assignment with respect to the rights described in clause (iii) of
the first sentence in this Section 13(a).


 


(b)       The
Lead Servicer and the related Trustee shall not have any fiduciary duty to the Non-Lead Note Holder in connection with the administration
of the Mortgage Loan (but the foregoing shall not relieve the Lead Servicer and the related Trustee from their respective obligation
under the Servicing Agreement to make any disbursement of funds as set forth herein).


 


(c)       The
Holders hereby acknowledge that the Servicing Agreement shall provide that, subject to the satisfaction of the conditions set forth
in the next sentence, upon the Mortgage Loan becoming a Defaulted Mortgage Loan, if the Special Servicer determines to sell the
Defaulted Mortgage Loan (or the Lead Note), it will be required to sell the entire Defaulted Mortgage Loan as a single whole loan
(i.e., both the Lead Note and Non-Lead Note). Any such sale of the entire Defaulted Mortgage Loan is subject to the satisfaction
of the following:


 


(i)        The
Non-Lead Note Holder has provided written consent to such sale; or


 


(ii)       The
Special Servicer has delivered the following notices and information to the Non-Lead Note Holder:


 


(1)       at
least 15 Business Days prior written notice of any decision to attempt to sell the Defaulted Mortgage Loan;


 


(2)       at
least 10 days prior to the proposed sale date, a copy of each bid package (together with any amendments to such bid packages) received
by the Special Servicer in connection with any such proposed sale;


 


(3)       at
least 10 days prior to the proposed sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents in
the Servicing File reasonably requested by a Non-Lead Note Holder; and


 


(4)       until
the sale is completed and a reasonable period of time (but no less time than is afforded to other offerors and the Directing Holder)
prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents
that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale.


 


The Non-Lead Note Holder
may waive any delivery or timing requirements set forth above only for itself. Subject to the foregoing, each of the Lead Note
Holder, the Directing Holder, the Non-Lead Note Holder and the Non-Directing Holder shall be permitted to submit an offer at any
sale of the Defaulted Mortgage Loan (unless such Person is the Borrower or an agent or Affiliate of the Borrower).


 


The Non-Lead Note Holder
hereby appoints the Lead Note Holder as their agent, and grant to the Lead Note Holder an irrevocable power of attorney coupled
with an interest, and


 



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its proxy, for the purpose of soliciting and accepting offers for and consummating the sale of the Non-Lead
Note. The Non-Lead Note Holder further agrees that, upon the request of the Lead Note Holder, the Non-Lead Note Holder shall execute
and deliver to or at the direction of Lead Note Holder such powers of attorney or other instruments as the Lead Note Holder may
reasonably request to better assure and evidence the foregoing appointment and grant, in each case promptly following such request,
and shall deliver the related original Non-Lead Note, endorsed in blank, to or at the direction of the Lead Note Holder in connection
with the consummation of any such sale.


 


The authority of the
Lead Note Holder to sell the Non-Lead Note, and the obligations of the Non-Lead Note Holder to execute and deliver instruments
or deliver the Non-Lead Note upon request of the Lead Note Holder, shall terminate and cease to be of any further force or effect
upon the date, if any, upon which the Lead Note is repurchased by Natixis, as the initial Note A-1 Holder from the trust fund established
under the Servicing Agreement in connection with a material breach of representation or warranty made by the initial Note A-1 Holder
with respect to the Lead Note or material document defect with respect to the documents delivered by Natixis, as the initial Note
A-1 Holder with respect to the Lead Note upon the consummation of the Lead Securitization.


 


(d)       Notwithstanding
anything to the contrary contained herein, the exercise by the Servicer on behalf of the Holders of its rights under this Section
13 shall be subject in all respects to any section of the Servicing Agreement governing REMIC administration, and in no event
shall the Servicer be permitted to take any action or refrain from taking any action if taking or failing to take such action,
as the case may be, would violate the laws of any applicable jurisdiction, breach the Mortgage Loan Documents or be inconsistent
with the Servicing Standard or violate any other provisions of the Servicing Agreement or violate the REMIC provisions of the Code
or any regulations promulgated thereunder, including, without limitation, the provisions of Section 2(g) of this Agreement.


 


14.       Rights
of the Directing Holder. The Directing Holder shall be entitled to exercise the rights and powers granted to the
Directing Holder hereunder and the rights and powers granted to the “Directing Holder,” “Controlling Class
Certificateholder,” “Controlling Class Representative” or similar party under, and as defined in, the
Servicing Agreement with respect to the Mortgage Loan. In addition, the Directing Holder shall be entitled to advise (1) the
Special Servicer with respect to all matters related to a Specially Serviced Mortgage Loan and (2) the Special Servicer with
respect to all matters for which the Master Servicer must obtain the consent or deemed consent of the Special Servicer, and,
except as set forth below (i) the Master Servicer shall not be permitted to take any Major Action unless it has obtained the
prior written consent of the Special Servicer and (ii) the Special Servicer shall not be permitted to consent to the Master
Servicer’s taking any Major Action nor will the Special Servicer itself be permitted to take any Major Action as to
which the Directing Holder has objected in writing within ten (10) Business Days (or 30 days with respect to an Acceptable
Insurance Default) after receipt of the written recommendation and analysis and such additional information requested by the
Directing Holder as may be necessary in the reasonable judgment of the Directing Holder in order to make a judgment with
respect to such Major Action. The Directing Holder may also direct the Special


 



    -22- 


     


    

 


Servicer to take, or to refrain from taking,
such other actions with respect to the Mortgage Loan as the Directing Holder may deem advisable, subject to the terms of the
Servicing Agreement.


 


If the Directing Holder
fails to notify the Special Servicer of its approval or disapproval of any proposed Major Action within ten (10) Business Days
(or 30 days with respect to an Acceptable Insurance Default) after delivery to the Directing Holder by the applicable Servicer
of written notice of a proposed Major Action together with any information requested by the Directing Holder as may be necessary
in the reasonable judgment of the Directing Holder in order to make a judgment, then upon the expiration of such ten (10) Business
Day (or 30 days with respect to an Acceptable Insurance Default) period, such Major Action shall be deemed to have been approved
by the Directing Holder.


 


In the event that the
Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by the Servicing Agreement to take
such action), as applicable, determines that immediate action, with respect to the foregoing matters, or any other matter requiring
consent of the Directing Holder is necessary to protect the interests of the Holders (as a collective whole) and the Special Servicer
has made a reasonable effort to contact the Directing Holder, the Master Servicer or the Special Servicer, as the case may be,
may take any such action without waiting for the Directing Holder’s response.


 


No objection, direction
or advice contemplated by the preceding paragraphs may require or cause the Master Servicer or the Special Servicer, as applicable,
to violate any provision of the Mortgage Loan Documents, applicable law, the Servicing Agreement, this Agreement, the REMIC provisions
of the Code or the Master Servicer or Special Servicer’s obligation to act in accordance with the Servicing Standard or expose
the Master Servicer or the Special Servicer to liability, or materially expand the scope of the Master Servicer’s or Special
Servicer’s responsibilities under the Servicing Agreement.


 


The Directing Holder
shall have no liability to the other Holder or any other Person for any action taken, or for refraining from the taking of any
action or the giving of any consent or the failure to give any consent pursuant to this Agreement or the Servicing Agreement, or
errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence.
The Holders agree that the Directing Holder may take or refrain from taking actions, or give or refrain from giving consents, that
favor the interests of one Holder over the other Holder, and that the Directing Holder may have special relationships and interests
that conflict with the interests of another Holder and, absent willful misfeasance, bad faith or gross negligence on the part of
the Directing Holder agree to take no action against the Directing Holder or any of its officers, directors, employees, principals
or agents as a result of such special relationships or interests, and that the Directing Holder will not be deemed to have been
grossly negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded
any exercise of its rights by reason of its having acted or refrained from acting, or having given any consent or having failed
to give any consent, solely in the interests of any Holder.


 


The Holders acknowledge
that the Servicing Agreement may contain certain provisions that give an operating advisor certain non-binding consultation rights
with respect to Major Actions.


 






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15.       Appointment
of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any
time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage
Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall
designate a Person to serve as Special Servicer by delivering to the other Holder and the parties to the Note A-1 PSA and the
UBS 2017-C5 PSA a written notice stating such designation and by satisfying the other conditions required under the Servicing
Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement),
if any.


 


The Directing Holder
agrees and acknowledges that prior to the Note A-1 Securitization, the Special Servicer could be terminated under the UBS 2017-C5
PSA in connection with a “servicer termination event” thereunder, or otherwise based on a recommendation by the operating
advisor under the UBS 2017-C5 PSA if (1) the operating advisor determines, in its sole discretion exercised in good faith, that
(a) the Special Servicer has failed to comply with the Servicing Standard and (b) a replacement of the Special Servicer would be
in the best interest of the holders of Certificates issued under UBS 2017-C5 PSA (as a collective whole) and (2) the affirmative
vote of the requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special
Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.


 


16.       Rights
of the Non-Directing Holder. (a) The Servicing Agreement shall provide that the Servicer shall be required:


 


(i)        to
provide copies of the same notices, information and reports that it is required to provide to the Directing Holder pursuant to
the Servicing Agreement with respect to any Major Actions or the implementation of any recommended actions outlined in an Asset
Status Report relating to the Mortgage Loan to the Non-Directing Holder (but without regard to whether or not the Directing Holder
actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time
frame as specified with respect to the Directing Holder (but without regard to whether or not the Directing Holder actually has
lost any rights to receive such information as a result of a Consultation Termination Event); provided, however,
that if Note A-2 has been included in a Securitization, then for any information for which the Special Servicer would be required
to provide to such Non-Directing Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization
transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and


 


(ii)       to
consult with the Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports,
such Non-Directing Holder requests consultation with respect to any such Major Action or the implementation of any recommended
actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by the Non-Directing
Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to the Non-Directing
Holder of written notice of a proposed action, together with copies of the


 



    -24- 


     


    

 


notice, information and report required to be provided
to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holder, whether or not the
Non-Directing Holder has responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action
that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall be begin
anew from the date of such proposal and delivery of all information relating thereto).


 


(b)       Notwithstanding
the foregoing non-binding consultation rights of the Non-Directing Holder, the Servicer may take any Major Action or any action
set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Servicer determines
that immediate action with respect thereto is necessary to protect the interests of the Holders.


 


(c)       In
addition to the foregoing non-binding consultation rights, the Non-Directing Holder shall have the right to annual conference calls
with the Master Servicer or the Special Servicer, upon reasonable notice and at times reasonably acceptable to the Master Servicer
or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.


 


(d)       In
no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by the Non-Directing
Holder.


 


(e)       Any
Non-Directing Holder that is the Borrower or an Affiliate of the Borrower shall not be entitled to any of the rights set forth
in this Section 16.


 


17.       Advances;
Reimbursement of Advances. (a) From time to time, (i) pursuant to terms of the Servicing Agreement, the Lead Servicer
and/or the related Trustee may be obligated to make (1) Property Advances with respect to the Mortgage Loan or the Mortgaged
Property and (2) P&I Advances with respect to the Lead Note and (ii) pursuant to the terms of the Non-Lead Servicing
Agreement, the related Non-Lead Master Servicer and/or the related Trustee may be obligated to make P&I Advances with
respect to the Non-Lead Note. The Lead Servicer and/or the related Trustee will not be required to make any P&I Advance
with respect to the Non-Lead Note and the related Non-Lead Master Servicer and/or the related Trustee will not be required to
make any P&I Advance with respect to any Lead Note or any Property Advance. The Lead Servicer, the Non-Lead Master
Servicer and any Trustee will be entitled to interest on any Advance made in the manner and from the sources provided in the
Note A-1 PSA and the UBS 2017-C5 PSA, as applicable.


 


(b)       The
Lead Servicer and the related Trustee, as applicable, will be entitled to reimbursement for a Property Advance, first from
the Collection Account established with respect to the Mortgage Loan, and then, if such Property Advance is a Nonrecoverable
Advance, if such funds on deposit in the Collection Account are insufficient, from general collections of the Lead Securitization
as provided in the Servicing Agreement.


 


(c)       To
the extent amounts on deposit in the Collection Account with respect to the Mortgage Loan are insufficient to reimburse the Lead
Servicer for any Property Advance


 



    -25- 


     


    

 


and/or interest thereon and the Lead Servicer or the related Trustee, as applicable, obtains
funds from general collections of the Lead Securitization as a reimbursement for a Property Advance or interest thereon, the Non-Lead
Note Holder (including any Securitization into which the Non-Lead Note is deposited) shall be required to, promptly following notice
from the Lead Servicer, pay to the Lead Securitization for its pro rata share of such Property Advance and/or interest thereon
at the Reimbursement Rate. In addition, the Non-Lead Note Holder (including any Securitization into which the Non-Lead Note is
deposited) shall promptly reimburse the Lead Servicer or the related Trustee for the Non-Lead Note Holder’s pro rata
share of any fees, costs or expenses incurred in connection with the servicing and administration of the Mortgage Loan as to which
the Lead Securitization or any of the parties thereto are entitled to be reimbursed pursuant to the terms of the Servicing Agreement
(to the extent amounts on deposit in the Collection Account with respect to the Mortgage Loan are insufficient for reimbursement
of such amounts).


 


(d)       The
parties to each of the Note A-1 PSA and the UBS 2017-C5 PSA shall each be entitled to make their own recoverability determination
with respect to a P&I Advance based on the information that they have on hand and in accordance with the Note A-1 PSA and the
UBS 2017-C5 PSA, as applicable.


 


(e)        If
the Lead Servicer or the related Trustee elects to defer the reimbursement of a Property Advance in accordance with the terms of
the Servicing Agreement, the Lead Servicer or the related Trustee shall also defer its reimbursement of the Non-Lead Note share
from the Non-Lead Note Holder.


 


18.       Provisions
Relating to Securitization.


  


(a)       New
Notes. For so long as Natixis or an Affiliate of Natixis (an “Initial Note A-1 Holder”) is the owner of
Note A-1, such Initial Note A-1 Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the
Borrower to execute amended and restated notes or additional notes (in either case, the “New A-1 Notes”) reallocating
the principal of Note A-1 among other New A-1 Notes; reducing the Interest Rates of such New A-1 Notes or severing the Note A-1
into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal
balance of Note A-1, provided that (i) the aggregate principal balance of the Amended A-1 Notes and New A-1 Notes following
such amendments is no greater than the principal balance of Note A-1 prior to such amendments, (ii) all New A-1 Notes continue
to have the same interest rate as the Note A-1 prior to such amendments, (iii) all New A-1 Notes pay pro rata and on a pari
passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv)
the Initial Note A-1 Holder holding the New A-1 Notes shall notify the parties to the UBS 2017-C5 PSA in writing of such modified
allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments
to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of either of
the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note A-1, (2) if a Note A-1
is severed into “component” notes, such component notes shall each have their same rights as the respective original
Note and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new
terms added, as necessary) to reflect the New A-1


 



    -26- 


     


    

 


Notes. Rating Agency Confirmation shall not be required for any amendments to
this Agreement required to facilitate the terms of this Section 18(a). The Initial Note A-1 Holder whose Note is being reallocated
or split pursuant to this Section 18(a) shall reimburse the other Holder for all costs and expenses incurred by the other
Holder in connection with the reallocation or split.


 


(b)       The
Non-Lead Note Holder agrees that (if the Non-Lead Note is included in a Securitization other than the Lead Securitization) it shall
cause the Non-Lead Servicing Agreement to provide as follows:


 


(i)        the
applicable master servicer and trustee for such Securitization shall be required to notify the master servicer, special servicer
and trustee of each other Securitization of the amount of any P&I Advance it has made with respect to the Note included in
such Securitization within two Business Days of making such advance;


 


(ii)       if
the applicable master servicer, special servicer or trustee determines that a proposed P&I Advance, if made, or any outstanding
P&I Advance previously made, would be, or is, as applicable, a nonrecoverable advance, the master servicer shall provide the
other servicers written notice of such determination within 2 Business Days after such determination was made;


 


(iii)      in
the event the Non-Lead Note Holder is responsible for its proportionate share of any Nonrecoverable Advances (or any other portion
of a Nonrecoverable Advance) (and advance interest thereon) or other fee or expense pursuant to Section 17, and funds received
with respect to the Non-Lead Note are insufficient to cover such amounts, (x) the related master servicer will be required to pay
the Master Servicer, Special Servicer or Lead Trustee, as applicable, out of general funds in the collection account (or equivalent
account) established under the Non-Lead Servicing Agreement and (y) if the Lead Servicing Agreement permits the Master Servicer,
Special Servicer or Lead Trustee to pay itself from the Lead Securitization Trust’s general account then the master servicer
under the Non-Lead Servicing Agreement will be required to reimburse the Lead Securitization Trust out of general funds in the
collection account (or equivalent account) established under the Non-Lead Servicing Agreement;


 


(iv)      each
of the Master Servicer and the Special Servicer shall be indemnified (as and to the extent the Lead Securitization Trust is required
to indemnify each such party) against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments
and any other costs, liabilities, fees and expenses, incurred in connection with any PSA that relate solely to its servicing of
the Mortgage Loan, as applicable, and the master servicer under the Non-Lead Servicing Agreement will be required to reimburse
the Master Servicer, Special Servicer or Lead Trustee, as applicable, out of general funds in the collection account (or equivalent
account) established under the Non-Lead Servicing Agreement;


 


(v)       each
of trustee and the master servicer under the Non-Lead Servicing Agreement, as applicable, shall acknowledge that, (i) each of the
Master Servicer and the Lead Trustee will be a third party beneficiary under the Non-Lead Servicing Agreement


 



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with respect to any
provisions therein relating to (1) the reimbursement of any nonrecoverable advances made with respect to such Non-Lead Note by
the Master Servicer or the Lead Trustee and (2) as to the Master Servicer only, the indemnification of the Master Servicer against
any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees
and expenses, incurred in connection with any PSA and relating to the Non-Lead Note and (ii) the Special Servicer will be a third
party beneficiary under the Non-Lead Servicing Agreement with respect to any provisions therein relating to (1) the reimbursement
of any nonrecoverable advances made with respect to the Non-Lead Note by the Special Servicer (it being understood that the Special
Servicer is not required to make any Advances) and (2) the indemnification of the Special Servicer against any claims, losses,
penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses, incurred
in connection with any PSA and relating to such Non-Lead Note; and


 


(vi)      the
Master Servicer and the Special Servicer shall be third party beneficiaries of the foregoing provisions.


 


(c)       The
Note A-1 Holder shall provide the Depositor, the Servicer and the Special Servicer under the Note A-2 PSA (as of the Note A-1 Securitization
Date) (provided such party is not also a party to the Note A-1 PSA) notice of the Note A-1 Securitization in writing (which may
be by email) prior to or promptly following the Note A-1 Securitization Date. Such notice shall contain contact information for
each of the parties to the Note A-1 PSA and the identity of the Controlling Class Representative under such Note A-1 PSA. In addition,
after the Note A-1 Securitization Date, the Note A-1 Holder shall send a copy of the Note A-1 PSA to the Depositor, the Servicer
and the Special Servicer under the Note A-2 PSA (as of the Note A-1 Securitization Date) provided such party is not also a party
to the Note A-1 PSA.


 


(d)       The
Note A-1 PSA shall provide that:


 


(i)        the
Master Servicer and Trustee for such Securitization shall be required to notify the servicer, special servicer and trustee of each
other Securitization of the amount of any P&I Advance it has made with respect to the Note included in such Securitization
within two Business Days of making such advance;


 


(ii)       if
the Master Servicer or Trustee determines that a proposed P&I Advance, if made, or any outstanding P&I Advance previously
made, would be, or is, as applicable, a nonrecoverable advance, the Master Servicer shall provide the other servicers written notice
of such determination within 2 Business Days after such determination was made;


 


(iii)      the
Master Servicer shall remit all payments received (or advanced) with respect to the Non-Lead Note, net of its Servicing Fee and
any other applicable fees and reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to the Non-Lead
Note Holder on the applicable Master Servicer Remittance Date;


 


(iv)      the
Master Servicer agrees to make available to the master servicer under the Non-Lead Servicing Agreement the CREFC® Investor
Reporting Package® pursuant


 



    -28- 


     


    

 


to the terms of the Servicing Agreement on a monthly basis on the applicable Master Servicer Remittance
Date;


 


(v)       the
Master Servicer, any primary servicer, the Special Servicer and the Lead Trustee, certificate administrator or other party acting
as custodian for the Lead Securitization shall be required to deliver (and shall be required to cause each other servicer and servicing
function participant (within the meaning of Items 1123 and 1122, respectively, of Regulation AB) retained or engaged by it to deliver),
to the parties to the Non-Lead Servicing Agreement, at its own expense, in a timely manner, the reports, certifications, compliance
statements, accountants’ assessments and attestations, information to be included in reports (including, without limitation,
Form 15G, Form 10K, Form 10D, Form 8K), and other materials specified in each of the other Servicing Agreements as the parties
to the Non-Lead Securitization may require in order to comply with their obligations under the Securities Act of 1933, as amended,
Securities Exchange Act of 1934 (including Rule 15Ga-1), as amended, and Regulation AB, and any other applicable law. Without limiting
the generality of the foregoing, the Lead Note Holder for a Lead Securitization shall provide in a timely manner to the depositor
and the trustee for any prior Securitization a copy of the Servicing Agreement and each Lead Servicer (at the expense of the Lead
Note Holder) will be required, upon prior written request, to provide to the depositor and the trustee for any prior Securitization
any other information required to comply in a timely manner with applicable filing requirements under Items 1.01 and 6.02 of Form
8-K, any other disclosure information required pursuant to Regulation AB in a timely manner for inclusion in any disclosure document
(and, with respect to the Servicing Agreement, for filing under Form 8-K), and with respect to the Lead Servicers, upon prior written
request, market indemnification agreements, opinions and Regulation AB compliance letters as were or are being delivered with respect
to the Lead Securitization. As used in this Agreement, “Regulation AB” means Subpart 229.1100 – Asset Backed
Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as such may be amended from time to time, and subject to
such clarification and interpretation as have been provided by the United States Securities and Exchange Commission (the “Commission”)
or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each case as effective
from time to time as of the compliance dates specified therein. The Master Servicer, any primary servicer and the Special Servicer,
upon prior written request, shall each be required to provide certification and indemnification to each Certifying Person with
respect to the Sarbanes-Oxley Certification (or analogous terms) as such terms are defined in the Non-Lead Servicing Agreement;


 


(vi)      the
servicing duties of each of the Master Servicer and Special Servicer under the Servicing Agreement shall include the duty to service
the Non-Lead Note on behalf of the related Trustees and related Certificate holders in accordance with the terms and provisions
of this Agreement;


 


(vii)     provide
that, with respect to the Non-Lead Note , the Master Servicer shall withdraw from the related Collection Account and remit to the
Holder of the Non-Lead Note, within one (1) Business Day of receipt of properly identified funds, any amounts that represent late
collections or principal prepayments on such Non-Lead Note or any


 



    -29- 


     


    

 


successor REO Property with respect thereto (exclusive of any
portion of such amount payable or reimbursable to any third party in accordance with this Agreement), unless such amount would
otherwise be included in the monthly remittance to the Holder of such Non-Lead Note for such month; provided, however,
that to the extent any such amounts are received after 3:00 p.m. Eastern time on any given Business Day, the Master Servicer shall
use commercially reasonable efforts to remit such late collections or principal prepayments to the Non-Lead Master Servicer within
one Business Day of receipt of properly identified funds but, in any event, the Master Servicer shall remit such amounts within
two Business Days of receipt of properly identified funds;


 


(viii)    the
Non-Lead Note Holder is an intended third-party beneficiary in respect of the rights afforded it under the Servicing Agreement
and each master servicer under a Non-Lead Servicing Agreement will be entitled to enforce the rights of the related Trustee with
respect to such Non-Lead Note under this Agreement and the Servicing Agreement;


 


(ix)      each
master servicer and special servicer under any Non-Lead Servicing Agreement shall be a third-party beneficiary of the Servicing
Agreement with respect to all provisions therein expressly relating to compensation, reimbursement or indemnification of such master
servicer or special servicer, as the case may be, and the provisions regarding coordination of Advances;


 


(x)        it
shall not be amended in a manner that materially and adversely affects the rights of the Non-Lead Note Holder without their consent;
and


 


(xi)      satisfy
Moody’s rating methodology as of the closing date of the Lead Securitization related to permitted investments and eligible
accounts applicable to securities rated “Aaa” by Moody’s;


 


(xii)      provide
that, in connection with (A) any amendment of the Servicing Agreement, a party to such Servicing Agreement is required to provide
a copy of the executed amendment to the depositor under the Non-Lead Servicing Agreement and one or more parties to the related
Non-Lead Servicing Agreement (which may be by e-mail), together with a copy of such amendment in electronic format, no later than
the effective date of such amendment, and (B) the termination, resignation and/or replacement of the Master Servicer or Special
Servicer under the Servicing Agreement, the replacement “master servicer” or replacement “special servicer”,
as applicable, is required to provide to the depositor under the Non-Lead Servicing Agreement and one or more parties to the related
Non-Lead Servicing Agreement all disclosure about itself that is required to be included in Form 8-K no later than the date of
effectiveness thereof;


 


(xiii)     provide
that “servicer termination events” (or any analogous term under the Servicing Agreement) include customary market termination
events with respect to failure to make advances, failure to remit payments to the Non-Lead Note Holder as required, failure to
deliver (or cause to be delivered) materials or information required in order for the Non-Lead Note Holder or the depositor under
the Non-Lead Servicing Agreement to timely comply with its obligations under the Exchange Act, the Securities


 



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Act or Form SF-3,
and for rating agency triggers with respect to any Certificates, subject to customary grace periods (provided that, in the case
of failures related to the securities laws, such grace periods will not cause a depositor under the Non-Lead Servicing Agreement
to fail to comply with the applicable provisions of such securities laws);


 


(xiv)        provide
that if the Non-Lead Note becomes the subject of an “asset review” under the Non-Lead Servicing Agreement, the applicable
parties to the Servicing Agreement are required to reasonably cooperate with the related asset representations reviewer or other
applicable party to the Non-Lead Servicing Agreement in connection with such asset review, including with respect to providing
access to related underlying documents to the extent the asset representations reviewer or such other applicable party to the Non-Lead
Servicing Agreement has not obtained such documents from the Non-Lead Note Holder and such documents are in the possession of the
applicable party to the Servicing Agreement; and


 


(xv)         have
provisions materially consistent with those set forth in the UBS 2017-C5 PSA with respect to:


 


(A)   servicing transfer events that would result in the transfer of the Mortgage Loan to special servicing status;


 


(B)    the authority of the servicers in the Note A-2 Securitization to grant or agree or consent to material modifications, waivers and
amendments to the Mortgage Loan, or to approve material assignments and assumptions or material additional indebtedness in connection
with the Mortgage Loan;


 


(C)    requirements to obtain an appraisal or appraisal update following a transfer of the Mortgage Loan to special servicing status and
periodic updates thereof;


 


(D)    duties of the special servicer in respect of foreclosure and the management of REO property; and


 


(E)     subject to various adjustments and caps provided for in the Note A-1 PSA (which shall be substantially similar to those set forth
in the UBS 2017-C5 PSA), primary servicing, special servicing, workout and liquidation fees (and, in any event, the fees at which
such compensation accrue or are determined shall not exceed 0.0025% per annum, 0.25% per annum, 1.00% and 1.00%,
respectively),


 


provided,
however, that (1) this clause (xv) shall not be construed to prohibit differences in timing, control or consultation triggers
or thresholds, terminology, allocation of ministerial duties between multiple servicers or other service providers or certificate
holder or investor voting or consent thresholds, or to prohibit or restrict additional approval, consent, consultation, notice
or rating agency confirmation requirements; and (2) in the event of any conflict between this sentence and any other provision
of this Agreement, such other provision of the Agreement shall control.


 






    -31- 


     


    




 


(e)            If
any provision required to be included in the Note A-1 PSA or the Note A-2 PSA is not included therein as required in this Agreement,
each Holder agrees that each such provision shall be deemed to be incorporated as a provision of and made a part of the Note A-1
PSA or the Note A-2 PSA, as the case may be


 


19.           Governing
Law; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS
AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND
DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 


20.           Modifications.
This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by the parties
hereto. Additionally, from and after a Securitization, except to cure any ambiguity or to correct any error or as set forth
in Section 18(a), (b) and (c) of this Agreement may not be modified unless a Rating Agency Confirmation
has been delivered with respect to each Securitization, except that no Rating Agency Confirmation shall be required in
connection with a modification to cure any ambiguity or to correct or supplement any provision herein that may be defective
or inconsistent with any other provisions herein or with the Servicing Agreement.


 


21.           Successors
and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors and assigns. Each of the Master Servicer, Special Servicer, Non-Lead Master Servicer,
Non-Lead Special Servicer and related Trustee is an intended third-party beneficiary of this Agreement. Except as provided in Section
5 and the preceding sentence, none of the provisions of this Agreement shall be for the benefit of or enforceable by any
Person not a party hereto.


 


22.           Counterparts.
This Agreement may be executed in any number of counterparts and all of such counterparts shall together constitute 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


 


23.           Captions.
The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only and are not
intended to summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration in
the construction of this Agreement.


 


24.           Notices.
All notices required hereunder shall be given by (i) telephone (confirmed in writing) or shall be in writing and personally
delivered, (ii) sent by facsimile


 



    -32- 


     


    

 


transmission if the sender on the same day sends a confirming copy of such notice by
reputable overnight delivery service (charges prepaid), (iii) reputable overnight delivery service (charges prepaid) or (iv)
certified United States mail, postage prepaid return receipt requested, and addressed to the respective parties at their
addresses set forth on Exhibit B hereto, or at such other address as any party shall hereafter inform the other party
by written notice given as aforesaid. All written notices so given shall be deemed effective upon receipt.


 


25.           Custody
of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than Note A-1) will be held by the
UBS 2017-C5 Trustee (or by a custodian on its behalf) under the terms of the UBS 2017-C5 PSA on behalf of both of the Holders
until the Note A-1 Securitization Date, at which time the originals of all of the Mortgage Loan Documents (other than Note
A-2) will be transferred to and held by the Note A-1 Trustee (or by a custodian on its behalf) on behalf of both of the
Holders.


 


[NO FURTHER TEXT ON THIS PAGE]


 




    -33- 


     


    

 


IN WITNESS WHEREOF, each
of the Note A-1 Holder and the Note A-2 Holder has caused this Agreement to be duly executed as of the day and year first above
written.





	 	Note A-1 Holder:
	 	 	 
		NATIXIS REAL ESTATE CAPITAL LLC
	 	 	 
	 	By:	/s/ Jerry Tang
	 	 	Name:    Jerry Tang
	 	 	Title:      Executive Director
	 	 	 
	 	By:	/s/ Delphine Clerjaud 
	 	 	Name:   Delphine Clerjaud 
	 	 	Title:     Vice President
	 	 	 
	 	Note A-2 Holder:
	 	 	 
	 	NATIXIS REAL ESTATE CAPITAL LLC
	 	 	 
	 	By:	/s/ Jerry Tang
	 	 	Name:    Jerry Tang
	 	 	Title:      Executive Director
	 	 
	 	By:	/s/ Delphine Clerjaud 
	 		Name:    Delphine Clerjaud
	 	 	Title:      Vice President







 


UBS 2017-C5: TOTOWA
COMMERCE CENTER CO-LENDER AGREEMENT 


 




     


     


    

 


EXHIBIT A


 


MORTGAGE LOAN SCHEDULE


 


		A.	Description of Mortgage Loan



 


	Borrower:	Totowa Beacon, LLC, Totowa II LLC, Totowa III, LLC and Totowa IV, LLC
	Mortgage Loan Origination Date: 	September 20, 2017
	Initial Principal Amount of Mortgage Loan:	$51,750,000
	Co-Lender Closing Date Mortgage Loan Principal Balance:	$51,750,000
	Location of Mortgaged Property:	Totowa, NJ
	Current Use of Mortgaged Property:	Industrial, Flex
	Mortgage Interest Rate:	4.205% per annum
	Maturity Date:	October 5, 2027


 


    A-1 


     


    

 


		B.	Description of Notes



 


	Mortgage Loan Origination Date:	September 20, 2017
	Initial Note A-1 Principal Balance:	$26,750,000
	Initial Note A-2 Principal Balance:	$25,000,000
	Initial Note A-1 Percentage Interest:	51.69%
	Initial Note A-2 Percentage Interest:	48.31%
	Note A-1 Interest Rate:	4.205% per annum
	Note A-2 Interest Rate:	4.205% per annum
	Note A-1 Default Interest Rate:	Lesser of (i) the maximum rate permitted by applicable law, or (ii) five percent (5%) above the Note A-1 Interest Rate, compounded monthly
	Note A-2 Default Interest Rate: 	Lesser of (i) the maximum rate permitted by applicable law, or (ii) five percent (5%) above the Note A-2 Interest Rate, compounded monthly


 


    A-2 


     


    
 

EXHIBIT B


 


Note A-1 Holder and Note A-2 Holder:


 


Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Real Estate Administration

Facsimile: (212) 891-5777

Email: USCIBSAFAssetManagementTeam@natixis.com


 


with a copy to:



Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Office of the General Counsel



for legal notices, with a copy to:


 


legal.notices@natixis.com


 




    B-1 


     


    

 


EXHIBIT C


 


PERMITTED FUND MANAGERS


 


Westbrook Partners 


iStar Financial Inc. 


Capital Trust 


Archon Capital, L.P. 


Whitehall Street Real Estate Fund, L.P. 


The Blackstone Group 


Normandy Real Estate Partners 


Dune Real Estate Partners 


AllianceBernstein 


Rockwood 


RREEF Funds 


Hudson Advisors 


Artemis Real Estate Partners 


Apollo Real Estate Advisors 


Colony Capital, Inc. 


Praedium Group 


Fortress Investment Group, LLC 


Lonestar Opportunity Funds 


Clarion Partners 


Walton Street Capital, LLC 


Starwood Financial Trust 


BlackRock, Inc. 


Eightfold Real Estate Capital, L.P. 


Rialto Capital Management, LLC 


Rialto Capital Advisors, LLC 


Raith Capital Partners, LLC


 



    C-1