Special Servicer Acknowledgment and Assumption May 10, 2023
Special Servicer Acknowledgment and Assumption
May 10, 2023
To the Parties Set Forth on Schedule I, attached hereto
Re: Special Servicer Acknowledgment and Assumption: Pooling and Servicing Agreement dated as of October 1, 2022 for the BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3
Dear Sir or Madam:
Reference is made to the (i) Pooling and Servicing Agreement, dated as of October 1, 2022 originally among BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Computershare Trust Company, National Association, as Trustee (the “PSA”) and (ii) the Co-Lender Agreement, dated as of August 25, 2022, by and between Bank of Montreal, in its capacities as Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder and Initial Note A-4 Holder, relating to the Kingston Square Mortgage Loan; the Agreement Between Noteholders, dated as of October 7, 2022 by and between UBS AG in its capacities as Note A-1 Holder, Note A-2 Holder, Note A-3 Holder, Note A-4 Holder, Note A-5 Holder and Note A-6 Holder, relating to the Phoenix Industrial Portfolio IX Mortgage Loan; and the Co-Lender Agreement dated as of August 2, 2022, by and between Bank of Montreal in its capacities as Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder and Initial Note A-5 Holder, relating to the Saks Fifth Avenue Fulfillment Center Mortgage Loan (together, the “Co-Lender Agreements”). Capitalized terms used herein but undefined have the meanings given to them in the PSA and Co-Lender Agreements.
Pursuant to Sections 6.08(a), 6.08(e) and 7.02 of the PSA and Section 7 of the Co-Lender Agreements, K-Star Asset Management LLC (“K-Star”) hereby agrees with all the other parties to the PSA that K-Star shall serve as the Special Servicer under, and as defined in the PSA with regard to the Serviced Loans (with the exception of the La Habra Marketplace loan. K-Star hereby acknowledges and agrees that, as of May 10, 2023 (the “Effective Date”), it is and shall be a party to the PSA and bound thereby to the full extent indicated therein in the capacity of the Special Servicer with respect to the Serviced Loans (with the exception of the La Habra Marketplace loan), but shall have no liability with respect to any act or omission of any predecessor Special Servicer. K-Star hereby accepts all responsibilities, duties and liabilities of the Special Servicer and assumes the due and punctual performance and observance of each covenant and condition to be performed or observed by the Special Servicer under the PSA from and after the Effective Date. X-Xxxx’s address for notices pursuant to Section 13.05 of the PSA is as follows:
K-Star Asset Management LLC
0000 Xxxxxx Xxxx, Xxxxx 000
Dallas, Texas 75225
Attention: Xxxxxxx Xxxxxx
Email: Xxxxxxx.Xxxxxx@XXX.xxx
As of the Effective Date, K-Star hereby:
(a) makes the representations and warranties provided for in Section 2.06 of the PSA mutatis mutandis with all references to “Agreement” in Section 2.06 of the PSA to include this Special Servicer Acknowledgment and Assumption (“Acknowledgment”) in addition to the PSA, except that it (i) is a Delaware limited liability company, and (ii) has executed this Acknowledgment in lieu of execution and delivery of the PSA per Section 2.06(a)(ii); and
(b) certifies that it satisfies all related qualifications set forth in the Co-Lender Agreements relating to the Serviced Companion Loans; and
(c) represents and warrants that, as of the Effective Date, it satisfies all of the eligibility requirements applicable to the Special Servicer set forth in the PSA and the Co-Lender Agreements and that all preconditions to the appointment of K-Star as Special Servicer have been satisfied.
For the sake of clarity, it is understood and agreed that the Non-Serviced Mortgage Loans and the La Habra Marketplace Servicing Shift Loan are not covered by this Acknowledgment as such (i) the Non-Serviced Mortgage Loans are not serviced under the PSA and (i) the La Habra Marketplace Loan is a Serviced Outside Controlled Mortgage Loan, and accordingly special servicing of those Non-Serviced Mortgage Loans is not transferring to K-Star.
[SIGNATURE PAGE FOLLOWS]
K-STAR ASSET MANAGEMENT LLC, a Delaware limited liability company
By: /s/ Xxxxxxx Xxxxxx_________________
Name: Xxxxxxx Xxxxxx
Title: President and Chief Executive Officer
[Signature Page to BMO 2022-C3 Acknowledgment and Assumption Agreement]
Schedule I
Depositor:
BMO Commercial Mortgage Securities LLC
c/o BMO Capital Markets Corp.
000 Xxxx 00xx Xxxxxx
New York, NY 10036
Attention: Xxxx Xxxxxxxxxxx, Xxxxxxx Xxxxxxxxxxx and Xxxxx Xxxxxx
Email: Xxxx.Xxxxxxxxxxx@xxx.xxx, Xxxxxxx.Xxxxxxxxxxx@xxx.xxx and Xxxxx.Xxxxxx@xxx.xxx
with a copy to:
BMO Commercial Mortgage Securities LLC
c/o BMO Capital Markets Corp.
000 Xxxx 00xx Xxxxxx
New York, NY 10036
Attention: Legal Department
Email: XXXXXXXXxxxxxx@xxx.xxx
Master Servicer and Special Servicer:
Midland Loan Services, a Division of PNC Bank, National Association,
00000 Xxxxxx Xxxxxx, Xxxxx 000
Overland Park, Kansas 66210
Attention: Executive Vice President – Division Head
Fax number: 0-000-000-0000
with a copy to:
Xxxxxxx LLP
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Kansas City, Missouri 64106-2150
Attention: Xxxxx X. Xxxxx
Fax number: (000) 000-0000
with a copy to:
XxxxxxXxxxx@xxxxxxxxx.xxx
Operating Advisor and Asset Representations Reviewer:
Park Bridge Lender Services LLC
000 Xxxxx Xxxxxx, 00xx Floor
New York, New York 10016
Attention: BMO 2022-C3— Surveillance Manager
with copies sent contemporaneously via email to xxxx.xxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx
Certificate Administrator and Trustee:
Computershare Trust Company, National Association
0000 Xxx Xxxxxxxxx Xxxx
Columbia, Maryland 21045
Attention: Corporate Trust Services – BMO2022-C3
with a copy to:
xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx
BMO 2023-C4 – Other Depositor
BMO Commercial Mortgage Securities LLC
c/o BMO Capital Markets Corp.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxxxxxx, Xxxxxxx Xxxxxxxxxxx and Xxxxx Xxxxxx
Email: Xxxx.Xxxxxxxxxxx@xxx.xxx, Xxxxxxx.Xxxxxxxxxxx@xxx.xxx and
Xxxxx.Xxxxxx@xxx.xxx
with a copy to:
BMO Commercial Mortgage Securities LLC
c/o BMO Capital Markets Corp.
000 Xxxx 00xx Xxxxxx
New York, NY 10036
Attention: Legal Department
Email: XXXXXXXXxxxxxx@xxx.xxx
BMO 2023-C4 – Other Certificate Administrator and Trustee
Computershare Trust Company, National Association
0000 Xxx Xxxxxxxxx Xxxx
Columbia, Maryland 21045
Attention: Corporate Trust Services – BMO 2023-C4
with a copy to:
xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx
BMO 2023-C4 – Other Master Servicer
Midland Loan Services, a Division of PNC Bank, National Association
00000 Xxxxxx Xxxxxx, Xxxxx 000
Overland Park, Kansas 66210
Attention: Executive Vice President – Division Head
Fax number: 0-000-000-0000
with a copy to:
Xxxxxxx LLP
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Kansas City, Missouri 64106-2150
Attention: Xxxxx X. Xxxxx
Fax number: (000) 000-0000
Email: XxxxxxXxxxx@xxxxxxxxx.xxx
BMO 2023-C4 – Other Special Servicer
LNR Partners, LLC
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Miami Beach, Florida 33139
Attention: Xxxxxxx Xxxxxxx and Xxx Xxxxxxx
with a copy to:
xxxxxxxx@xxxxxxxxxxx.xxx
xxxxxxxx@xxxxxxxxxxx.xxx
xxx.xxxx.xxxxxxx@xxxxxxxxxxx.xxx
BMO 2023-C4 – Other Operating Advisor and Asset Representations Reviewer
Pentalpha
Surveillance LLC
000 Xxxx Xxxxx Xxxxxxx, Xxxxx 000
Amherst, New York 14228
Attention: BMO 2023-C4—Transaction Manager
with copies sent contemporaneously via email to xxxxxxx@xxxxxxxxxxxxxxxxxxxxx.xxx (with BMO 2023-C4 in the subject line)
BBCMS 2022-C17 – Other Depositor
Barclays Commercial Mortgage Securities LLC
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx
Email: xxxxxx.xxxxxx@xxxxxxxx.xxx
with a copy to:
Barclays Capital Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxx, Legal Department
Email: xxxxxxx.xxxxxxx@xxxxxxxx.xxx
BBCMS 2022-C17 – Other Certificate Administrator
Computershare
Trust Company, National Association
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Services – BBCMS 2022-C17
with a copy to:
xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx
BBCMS 2022-C17 – Other Master Servicer
KeyBank National
Association,
00000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx Xxxx, Xxxxxx 00000
Attention: Xxxxxxx Xxxxxx
(000) 000-0000
Email: Xxxxxxx_x_xxxxxx@xxxxxxx.xxx
with a copy to:
Polsinelli
000 Xxxx 00xx Xxxxx, Xxxxx 000
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxxxx
Email: xxxxxxxx@xxxxxxxxxx.xxx
BBCMS 2022-C17 – Other Special Servicer
Argentic Services Company LP
000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx 000
Plano, Texas 75074
Attention: Xxxxxx Xxxxxxxxxxx
Email: xxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx
with a copy to:
Attention: Xxxxx Xxxxx
Email: XXxxxx@xxxxxxxxxxxxxxxx.xxx
BBCMS 2022-C17 – Other Trustee
Wilmington Trust, National
Association
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx Xxxxxxxx 19890
Attention: CMBS Trustee
with a copy to:
Telecopy number (000) 000-0000
Email: XXXXXxxxxxx@xxxxxxxxxxxxxxx.xxx
BBCMS 2022-C17 – Other Operating Advisor and Asset Representations Reviewer
Pentalpha Surveillance LLC
000 Xxxx Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxx Xxxx 00000
Attention: BBCMS 2022-C17 – Transaction Manager
with a copy to: xxxxxxx@xxxxxxxxxxxxxxxxxxxxx.xxx
BBCMS 2022-C18 – Other Depositor
Barclays Commercial Mortgage Securities LLC
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx
Email: xxxxxx.xxxxxx@xxxxxxxx.xxx
with a copy to:
Barclays Capital Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxx, Legal Department
Email: Xxxxxxx.xxxxxxx@xxxxxxxx.xxx
BBCMS 2022-C18 – Other Certificate Administrator and Trustee
Computershare Trust Company, National Association
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Services – BBCMS 2022-C18
with a copy to:
xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx
BBCMS 2023-C18 – Other Master Servicer
Midland Loan Services, a Division of PNC Bank, National Association
00000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx Xxxx, Xxxxxx 00000
Attention: Executive Vice President – Division Head
Fax Number: (000) 000-0000
with a copy to:
Xxxxxxx LLP
0000 Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx Xxxx, Xxxxxxxx 00000 2150
Attention: Xxxxx X. Xxxxx
Email: xxxxx.xxxxx@xxxxxxx.xxx
Fax Number: (000)-000-0000
BBCMS 2023-C18 – Other Special Servicer
Rialto Capital Advisors, LLC
000 X. Xxxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxxx, Xxxx Xxxxxxxx, Xxxxx Xxxx and Xxxx Xxxxxx
Fax number: (000) 000-0000
Email: xxxx.xxxxxx@xxxxxxxxxxxxx.xxx, xxxx.xxxxxxxx@xxxxxxxxxxxxx.xxx,
xxxxx.xxxx@xxxxxxxxxxxxx.xxx, xxxx.xxxxxx@xxxxxxxxxxxxx.xxx
BBCMS 2023-C18 – Other
Operating Advisor and Asset Representations Reviewer
Park Bridge Lender Services LLC
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: BBCMS 2022-C18 – Surveillance Manager (with a copy sent
contemporaneously via email to xxxx.xxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx)
