AMENDMENT NO. 1 Dated as of February 24, 2017 to AMENDMENT NO. 1 TO POOLING AND SERVICING AGREEMENT between WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC., as Depositor, WELLS FARGO BANK, NATIONAL ASSOCIATION, as General Master Servicer RIALTO...
Exhibit 4.1
EXECUTION COPY
AMENDMENT NO. 1
Dated as of February 24, 2017
to
AMENDMENT NO. 1 TO
POOLING AND SERVICING AGREEMENT
between
XXXXX FARGO COMMERCIAL MORTGAGE SECURITIES,
INC.,
as Depositor,
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as General Master Servicer
RIALTO CAPITAL ADVISORS, LLC,
as General Special Servicer
NATIONAL COOPERATIVE BANK, N.A.,
as NCB Master Servicer
NATIONAL COOPERATIVE BANK, N.A.,
as NCB Special Servicer
PARK BRIDGE LENDER SERVICES LLC,
as Trust Advisor
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Certificate Administrator, as Tax Administrator and as Custodian
and
WILMINGTON TRUST, NATIONAL ASSOCIATION
as Trustee
XXXXX FARGO COMMERCIAL MORTGAGE TRUST
2014-LC18,
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2014-LC18
AMENDMENT NO. 1, dated as of February 24, 2017 (this “Amendment”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association, as general master servicer (in such capacity, the “General Master Servicer”), Rialto Capital Advisors, LLC, as general special servicer (the “General Special Servicer”), National Cooperative Bank, N.A. (formerly NCB, FSB), as NCB master servicer (in such capacity, the “NCB Master Servicer), National Cooperative Bank, N.A. (formerly NCB, FSB), as NCB special servicer (in such capacity, the “NCB Special Servicer), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Certificate Administrator”) and Wilmington Trust, National Association, as trustee (the “Trustee”), to the Pooling and Servicing Agreement, dated as of December 1, 2014 (the “Agreement”), between the Depositor, the General Master Servicer, the General Special Servicer, the NCB Master Servicer, the NCB Special Servicer, the Trustee, the Certificate Administrator and the Trust Advisor, relating to Xxxxx Fargo Commercial Mortgage Trust 2014-LC18, Commercial Mortgage Pass-Through Certificates, Series 2014-LC18.
RECITALS
A. The Depositor desires to attach the Schedule XI—entitled “Designated Escrow/Reserve Mortgage Loans”—referred to in the definition of “Special Servicer Decision”, which such schedule was erroneously omitted from the Agreement.
B. Section 12.01(a) of the Agreement provides that the Agreement may be amended from time to time by the agreement of the Depositor, the General Master Servicer, the General Special Servicer, the NCB Master Servicer, the NCB Special Servicer, the Trust Advisor, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders, among other things, to correct any error; provided that no such amendment may adversely affect any Serviced Pari Passu Companion Loan Holder related to any Serviced Loan Combination then serviced and administered under the Agreement without the written consent of such Serviced Pari Passu Companion Loan Holder; and provided, further, that no such amendment may materially adversely affect the rights, or increase the obligations, of any Mortgage Loan Seller under the Agreement or the related Mortgage Loan Purchase Agreement without the written consent of such Mortgage Loan Seller.
C. Section 12.01(c) of the Agreement provides that none of the Certificate Administrator, the Trustee, the General Master Servicer, the General Special Servicer, the NCB Master Servicer, the NCB Special Servicer or the Trust Advisor shall consent to any amendment to the Agreement unless it shall first have obtained or been furnished with an Opinion of Counsel to the effect that (i) neither such amendment nor the exercise of any power granted to any party to the Agreement in accordance with such amendment will result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust Pool and (ii) such amendment is authorized or permitted under the Agreement and all conditions precedent to such amendment have been met.
D. The Opinion of Counsel required by the Agreement has been delivered to the Certificate Administrator, the Trustee, the General Master Servicer, the General Special Servicer, the NCB Master Servicer, the NCB Special Servicer and the Trust Advisor.
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NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Defined Terms.
For purposes of this Amendment, unless the context clearly requires otherwise, all capitalized terms that are used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.
Section 2. Amendment.
Effective as of the date of this Amendment, the following changes are made to the Agreement.
(a) Schedule XI attached hereto as Exhibit A (“Schedule XI”) is hereby added to the Schedules to the Agreement.
(b) Any and all references to “Schedule XI” in the Agreement shall refer to Schedule XI as attached hereby.
Section 3. Effect of Amendment.
Upon execution of this Amendment, the Agreement shall be, and be deemed to be, amended in accordance herewith, and the respective rights, limitations, obligations, duties, liabilities and immunities of the Certificate Administrator, the General Master Servicer, the General Special Servicer, the NCB Master Servicer, the NCB Special Servicer, the Trustee and the Trust Advisor, shall hereafter be determined, exercised and enforced subject in all respects to such amendments, and all the terms and conditions of this Amendment shall be, and be deemed to be, part of the terms and conditions of the Agreement for any and all purposes. Except as modified and expressly amended by this Amendment, the Agreement is in all respects ratified and confirmed, and all the terms, provisions and conditions thereof shall be and remain in full force and effect.
Section 4. Binding Effect.
The provisions of this Amendment shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall be binding upon and inure to the benefit of the Certificateholders.
Section 5. Governing Law; Waiver of Trial by Jury.
THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS AMENDMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY (I) WAIVES,
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TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO, OR ARISING DIRECTLY OR INDIRECTLY OUT OF, THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.AND (II) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AMENDMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES.
Section 6. Severability of Provisions.
If any one or more of the agreements, provisions or terms of this Amendment shall be for any reason whatsoever held invalid, then such provisions or terms shall be deemed severable from the remaining provisions or terms of this Amendment and shall in no way affect the validity or enforceability of the other provisions or terms of this Amendment.
Section 7. Section Headings.
The section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.
Section 8. Counterparts.
This Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the Depositor, the Certificate Administrator, the General Master Servicer, the General Special Servicer, the NCB Master Servicer, the NCB Special Servicer, the Trustee and the Trust Advisor have caused this Amendment to be duly executed by their respective officers thereunto duly authorized, all as of the day and year first above written.
XXXXX
FARGO COMMERCIAL MORTGAGE Depositor
By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: President
XXXXX FARGO BANK, NATIONAL ASSOCIATION, General Master Servicer
By: /s/ Xxxx Xxxx Xxxxxx Name: Xxxx Xxxx Xxxxxx Title: Vice President
RIALTO CAPITAL ADVISORS, LLC, General Special Servicer
By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President
NATIONAL COOPERATIVE BANK, N.A., NCB Master Servicer
By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: COO
NATIONAL COOPERATIVE BANK, N.A., NCB Special Servicer
By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: SVP |
WFCM 2014-LC18 – Amendment No. 1 to Pooling and Servicing Agreement
PARK BRIDGE LENDER SERVICES LLC, Trust Advisor
By: Park Bridge Advisors LLC, its sole member By: Park Bridge Financial LLC, its sole member
By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Managing Member
XXXXX FARGO BANK, NATIONAL ASSOCIATION, Certificate Administrator
By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Vice President
WILMINGTON TRUST, NATIONAL ASSOCIATION, Trustee
By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Assistant Vice President |
WFCM 2014-LC18 – Amendment No. 1 to Pooling and Servicing Agreement
EXHIBIT A
SCHEDULE XI
Designated Escrow/Reserve Mortgage Loans
| Mortgage Loan Number | Mortgage Loan Name |
| 0 | Xxxxxxxx Xxxxxx Xxxx Country Club Plaza |
| 8 | Hilton Garden Inn Cupertino |
| 38 | National Harbor Mixed Use Portfolio |
| 47 | New Mexico Hotel Portfolio |
| 50 | 10100 North Central Expressway |
| 00 | Xxxxxxx Xxx - Xxxxxxxxxxx Xxxxxxx |
| 63 | Planet Fitness Rockaway Avenue |
| 68 | Holiday Inn Express Portales |
