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EX-4.1 - UBS COMMERCIAL MORTGAGE SECURITIZATION CORP. (THE REGISTRANT), AS DEPOSITOR - UBS Commercial Mortgage Trust 2017-C7exh4_1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report: July 10, 2018
(Date of earliest event reported)

 

UBS Commercial Mortgage Trust 2017-C7

(Central Index Key Number 000 1724177)

(Exact name of issuing entity)

 

UBS AG

(Central Index Key Number 0001685185)

Société Générale

(Central Index Key Number 0001238163)

Ladder Capital Finance LLC

(Central Index Key Number 0001541468)

KeyBank National Association

(Central Index Key Number 0001089877)

Cantor Commercial Real Estate Lending, L.P.

(Central Index Key Number 0001558761)

Natixis Real Estate Capital LLC

(Central Index Key Number 0001542256)

(Exact name of sponsor as specified in its charter)

 

UBS Commercial Mortgage Securitization Corp.

(Central Index Key Number 0001532799)

(Exact name of registrant as specified in its charter)

 

Delaware 333-207340-08 45-3587479
(State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification No.)

 

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

 

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

 

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

 

 
 

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

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

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

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

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

 
 

Item 1.01.     Entry into a Material Definitive Agreement.

Item 6.02.    Change of Servicer or Trustee.

On December 27, 2017, UBS Commercial Mortgage Securitization Corp. (the “Depositor”) caused the issuance, pursuant to a pooling and servicing agreement, dated as of December 1, 2017 (the “Pooling and Servicing Agreement”), among UBS Commercial Mortgage Securitization Corp. (the “Registrant”), as depositor, Wells Fargo Bank, National Association, as master servicer, KeyBank National Association, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, of UBS Commercial Mortgage Trust 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 (the “Certificates”).

The Mortgage Loan identified as the AFIN Portfolio Mortgage Loan in the Pooling and Servicing Agreement, which is an asset of the Issuing Entity, is part of a whole loan (the “AFIN Portfolio Whole Loan”) that also includes twelve additional pari passu promissory notes that are not assets of the Issuing Entity. The AFIN Portfolio Whole Loan is being serviced and administered pursuant to a pooling and servicing agreement, dated as of July 1, 2018 (the “UBS 2018-C11 Trust and Servicing Agreement”) among UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, relating to the UBS 2018-C11 securitization transaction into which the lead servicing companion loan is deposited.

The terms and conditions of the UBS 2018-C11 Pooling and Servicing Agreement applicable to the servicing of the AFIN Portfolio Mortgage Loan are substantially similar to the terms and conditions of the Pooling and Servicing Agreement applicable to the servicing of the other Mortgage Loans, as described under “Pooling and Servicing Agreement” in the Prospectus filed by the Issuing Entity pursuant to Rule 424(b)(2) with respect to the Certificates on December 27, 2017; provided that the UBS 2018-C11 transaction will have a risk retention consultation party entitled to non-binding consultation rights with respect to certain major decisions with respect to the AFIN Portfolio Whole Loan. The UBS 2018-C11 Trust and Servicing Agreement is attached hereto as Exhibit 4.1.

 

 
 

 

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
(d)   Exhibits
Exhibit No.   Description
Exhibit 4.1   UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer.

 

 
 

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

 

Date:  July 11, 2018 UBS COMMERCIAL MORTGAGE SECURITIZATION CORP.
(Registrant)
     
     
  By: /s/ Nicholas Galeone
    Name:  Nicholas Galeone
    Title:     Executive Director
     
     
  By: /s/ David Schell
    Name:  David Schell
    Title:     Executive Director