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, 2017 for the JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7
Dear Sir or Madam:
Reference is made to the (i) Pooling and Servicing Agreement dated as of October 1, 2017, between X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Xxxxx Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer (the “PSA”) and (ii) the Co-Lender Agreement dated as of September 28, 2017 between DEUTSCHE BANK AG, NEW YORK BRANCH, in its capacities as Note A-1 Holder, Note A-2 Holder and Note A-3 Holder and XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Note A-4 Holder, with respect to the Xxxxxxx Place Building 4 Mortgage Loan (the “Xxxxxxx Place Building 4 Co-Lender Agreement”), the Co-Lender Agreement dated as of October 31, 2017 between DEUTSCHE BANK AG, NEW YORK BRANCH, in its capacities as Note A-1 Holder, Note A-2 Holder, Note A-3 Holder and Note A-4 Holder, with respect to the U-Haul SAC Portfolios 14, 15, 17 Mortgage Loan (the “U-Haul SAC Portfolios 14, 15, 17 Co-Lender Agreement”), the Co-Lender Agreement dated as of October 3, 2017 between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, in its capacities as Initial Note A-1 Holder, Initial Note A-2 Holder and Initial Note A-3 Holder and CITI REAL ESTATE FUNDING INC., in its capacities as Initial Note A-4 Holder and Initial Note A-5 Holder, with respect to the Station Place Mortgage Loan (the “Station Place Co-Lender Agreement”), the Co-Lender Agreement dated as of October 31, 2017 between DEUTSCHE BANK AG, NEW YORK BRANCH, in its capacities as Note A-1 Holder and Note A-2 Holder, with respect to the AHIP Northeast Portfolio 1 Mortgage Loan (the “AHIP Northeast Portfolio I Co-Lender Agreement”), the Co-Lender Agreement dated as of October 6, 2017 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, in its capacities as Initial Note A-1 Holder and Initial Note A-2 Holder, with respect to the 521-000 Xxxx 00xx Xxxxxx Mortgage Loan (the “521-000 Xxxx 00xx Xxxxxx Co-Lender Agreement”), the Co-Lender Agreement dated and effective as of October 31, 2017 between DEUTSCHE BANK AG, NEW YORK BRANCH, in its capacities as Note A-1 Holder and Note A-2 Holder, with respect to the IRG Portfolio Mortgage Loan (the “IRG Portfolio Co-Lender Agreement”), the Co-Lender Agreement dated as of October 31, 2017 between DEUTSCHE BANK AG, NEW YORK BRANCH, in its capacities as Note A-1 Holder and Note A-2 Holder, with respect to the Walgreens Witkoff Portfolio Mortgage Loan (the “Walgreens Witkoff Portfolio Co-Lender Agreement”), the Co-Lender Agreement dated as of October 31, 2017 between DEUTSCHE BANK AG, NEW YORK BRANCH, in its capacities as Note A-1 Holder and Note A-2 Holder, with respect to the Capital Centers II & III Mortgage Loan (the “Capital Centers II & III Co-Lender Agreement”) and the Co-Lender Agreement dated as of October 31, 2017 between DEUTSCHE BANK AG, NEW YORK BRANCH, it its capacities as Note A-1 Holder and Note A-2 Holder, with respect to the Covance Business Center Mortgage Loan (the “Covance Business Center Co-Lender Agreement” and, together with the Xxxxxxx Place Building 4 Co-Lender Agreement, U-Haul SAC Portfolios 14, 15, 17 Co-Lender Agreement, Station Place Co-Lender
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Agreement, AHIP Northeast Portfolio 1 Co-Lender Agreement, 521-000 Xxxx 00xx Xxxxxx Co-Lender Agreement, IRG Portfolio Co-Lender Agreement, Walgreens Witkoff Portfolio Co-Lender Agreement and Capital Centers II & III Co-Lender Agreement, collectively, 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 7.01(d) and 7.02 of the PSA, Section 15 of the Xxxxxxx Place Building 4 Co-Lender Agreement, U-Haul Sac Portfolios 14, 15, 17 Co-Lender Agreement, IRG Portfolio Co-Lender Agreement, AHIP Northeast Portfolio I Co-Lender Agreement, Walgreens Witkoff Portfolio Co-Lender Agreement, Capital Centers II & III Co-Lender Agreement and Covance Business Center Co-Lender Agreement and Section 7 of the Station Place Co-Lender Agreement and 000-000 Xxxx 00xx Xxxxxx Co-Lender Agreement, 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 Mural Lofts Serviced AB Whole 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 Mural Lofts Serviced AB Whole 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 6.01 of the PSA mutatis mutandis with all references to “Agreement” in Section 6.01 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 6.01(b)(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.
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For the sake of clarity, it is understood and agreed that the Non-Serviced Mortgage Loans and the Mural Lofts Serviced AB Whole Loan are not covered by this Acknowledgment as (1) such Non-Serviced Mortgage Loans are not serviced under the PSA and (2) the Mural Lofts Serviced AB Whole Loan is not included in this transfer, and accordingly special servicing of those Non-Serviced Mortgage Loans and the Mural Lofts Serviced AB Whole Loan is not transferring to K-Star.
K-STAR ASSET MANAGEMENT LLC, a Delaware limited liability company
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: President and Chief Executive Officer
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[Signature Page to JPMDB 2017-C7 Acknowledgment and Assumption Agreement]
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Schedule I
Depositor:
X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Corp.
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxx
E-mail: xxxxx.x.xxxxx@xxxxxxxx.xxx
with a copy to:
X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Corp.
0 Xxx Xxxx Xxxxx, Xxxxx 00
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: SPG Legal
E-mail: XX_XXXX_Xxxxxx@xxxxxxxx.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 Xxxxxxx Street LLP
0000 Xxxxxx Xxxxxx
Suite 2900
Kansas City, Missouri 00000-0000
Fax Number: (000) 000-0000
Attention: Xxxxx X. Xxxxx
E-mail: xxxxx.xxxxx@xxxxxxx.xxx
Certificate Administrator and Trustee:
Xxxxx Fargo Bank, National Association,
c/o Computershare Trust Company, National Association, as Agent
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
Attention: Corporate Trust Services (CMBS)
JPMDB Commercial Mortgage Securities Trust Series 2017-C7
with a copy to: xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx and
xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx
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Operating Advisor and Asset Representations Reviewer:
Pentalpha Surveillance LLC
000 X. Xxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxx Xxxx, 00000
Attention: JPMDB 2017-C7 Transaction Manager
With a copy sent via email to: xxxxxxx@xxxxxxxxxxxxxxxxxxxxx.xxx (with
JPMDB 2017-C7 in the subject line)
with a copy to:
Bass, Xxxxx & Xxxx PLC
000 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxx X. Xxxxxx
Email: xxxxxxx@xxxxxxxxx.xxx
BANK 2017-BNK7– Other Depositor
Xxxxx Fargo Commercial Mortgage Securities, Inc.
c/o Wells Fargo Securities, LLC
00 Xxxxxx Xxxxx, 00xx Floor
New York, New York 10001
Attention: X.X. Xxxxxx
xxxxxxxxxxx@xxxxxxxxxx.xxx
with a copy to:
Xxxx X. Xxxxxxxx, Esq.
Senior Counsel, Xxxxx Fargo Legal Department
000 X Xxxxx Xxxxxx, XXX X0000-000
26th Floor
Charlotte, North Carolina 28202-1911
BANK 2017-BNK7– Other General Master Servicer
Xxxxx Fargo Bank, National Association
Commercial Mortgage Servicing
Three Xxxxx Fargo
MAC D1050-084
000 Xxxxx Xxxxx Xxxxxx, 8th Floor
Charlotte, North Carolina 28202
Attention: BANK 2017-BNK7 Asset Manager
Email: xxxxxxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx
and a copy to:
Xxxxx Xxxxx LLP
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Charlotte, NC 28202
Attention: Xxxxxxxxxxx X. Xxxxx
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BANK 2017-BNK7– Other NCB Master Servicer and NCB Special Servicer
National Cooperative Bank, N.A.
0000 Xxxxxxx Xxxxx, Xxxxx 000
Arlington, Virginia 22202
Attention: Xxxxxxxx Xxxxx, Chief Operating Officer
Facsimile number (000) 000-0000
Email: xxxxxx@xxx.xxxx
with a copy to:
National Cooperative Bank, N.A.
0000 Xxxxxxx Xxxxx, Xxxxx 000
Arlington, Virginia 22202
Attention: Xxxxxxx Xxxxxxx, Senior Vice President
Facsimile number (000) 000-0000
Email: xxxxxxxx@xxx.xxxx
BANK 2017-BNK7– Other General Special Servicer
Rialto Capital Advisors, LLC,
Southeast Financial Center
000 X. Xxxxxxxx Xxxx, Xxxxx 0000
Miami, Florida 33131
Attention: Xxxx Xxxxxx
Facsimile number: (000) 000-0000
E-mail: xxxx.xxxxxx@xxxxxxxxxxxxx.xxx
BANK 2017-BNK7– Other Operating Advisor and Asset Representations Reviewer
Pentalpha Surveillance LLC
000 X. Xxxxxx Xxxx, Xxxxx 000
Amherst, New York, 14228
Attention: BANK 2017-BNK7 Transaction Manager
With a copy sent via email to: xxxxxxx@xxxxxxxxxxxxxxxxxxxxx.xxx with BANK 2017-BNK7 in the subject line
with a copy to:
Bass, Xxxxx & Xxxx PLC
000 Xxxxx Xxxxxx Xxxxx
Suite 2800
Nashville, Tennessee 37201
Attention: Xxx X. Xxxxxx
Email: xxxxxxx@xxxxxxxxx.xxx
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BANK 2017-BNK7– Other Certificate Administrator
Xxxxx Fargo Bank, National Association,
c/o Computershare Trust Company, National Association, as Agent
0000 Xxx Xxxxxxxxx Xxxx
Columbia, Maryland 21045
Attention: Corporate Trust Services (CMBS) – BANK 2017-BNK7
with a copy to:
xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx
BANK 2017-BNK7– Other Trustee
Wilmington Trust, National Association
0000 Xxxxx Xxxxxx Xxxxxx
Wilmington, Delaware 19890
Attention: CMBS Trustee BANK 2017-BNK7
with a copy to:
XXXXXxxxxxx@xxxxxxxxxxxxxxx.xxx
Facsimile No.: (000) 000-0000
CD 2017-CD6– Other Depositor
Deutsche Mortgage & Asset Receiving Corporation
0 Xxxxxxxx Xxxxxx
New York, New York 10019
Attention: Xxxxxx Xxxx
with copies via email to:
xxxx.xxxxxxxx@xx.xxx
CD 2017-CD6– Other Master Servicer
Xxxxx Fargo Bank, National Association
Commercial Mortgage Servicing
Three Xxxxx Fargo
000 Xxxxx Xxxxx Xxxxxx, 8th Floor
MAC D1050-084
Charlotte, North Carolina 28202
Attention: CD 2017-CD6 Asset Manager
Facsimile number: (000) 000-0000
With a copy by email to: xxxxxxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx
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CD 2017-CD6– Other Special Servicer
LNR Partners, LLC
0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Miami Beach, Florida 33139
Attention: Xxxxxx X. Xxxxxx, Esq. and Xxx Xxxxxxx
Fax Number: (000) 000-0000
with copies to:
xxxxxxx@xxxxxxxx.xxx, xxxxxxxx@xxxxxxxxxxx.xxx and xxx.xxxx.xxxxxxx@xxxxxxxxxxx.xxx
CD 2017-CD6– Other Operating Advisor and Asset Representations Reviewer
Park Bridge Lender Services LLC
000 Xxxxx Xxxxxx, 00xx Floor
New York, New York 10016
Attention: CD 2017-CD6-Surveillance Manager (with a copy sent contemporaneously via email to xxxx.xxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx)
CD 2017-CD6– Other Certificate Administrator
Xxxxx Fargo Bank, National Association,
c/o Computershare Trust Company, National Association, as Agent
Corporate Trust Services
0000 Xxx Xxxxxxxxx Xxxx
Columbia, Maryland 21045-1951
Attention: Corporate Trust Services – CD 2017-CD6
with copies to:
xx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx, and
xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx
CD 2017-CD6– Other Trustee
Wilmington Trust, National Association
0000 Xxxxx Xxxxxx Xxxxxx
Wilmington, Delaware 19890
Attention: CMBS Trustee – CD 2017-CD6
with a copy to:
E-mail: xxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx
BMARK 2018-B1– Other Depositor
Deutsche Mortgage & Asset Receiving Corporation
0 Xxxxxxxx Xxxxxx
New York, New York 10019
Attention: Xxxxxx Xxxx
with copies via email to:
xxxx.xxxxxxxx@xx.xxx
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BMARK 2018-B1– Other Master Servicer
Xxxxx Fargo Bank, National Association
Commercial Mortgage Servicing
Three Xxxxx Fargo
000 Xxxxx Xxxxx Xxxxxx, 8th Floor
MAC D1050-084
Charlotte, North Carolina 28202
Attention: Benchmark 2018-B1 Asset Manager
Facsimile number: (000) 000-0000
With a copy by email to: xxxxxxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx
BMARK 2018-B1– Other 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: (000) 000-0000
with a copy to:
Xxxxxxxxx Xxxxxxxxxx (US) LLP
000 Xxxxx Xxxxxx, XX
Washington, DC 20001
Fax Number: (000) 000-0000
Attention: Xxxx X. Xxxxx
BMARK 2018-B1– Other Operating Advisor and Asset Representations Reviewer
Park Bridge Lender Services LLC
000 Xxxxx Xxxxxx, 00xx Floor
New York, New York 10016
Attention: Benchmark 2018-B1-Surveillance Manager (with a copy sent contemporaneously via email to xxxx.xxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx
BMARK 2018-B1– Other Certificate Administrator
Xxxxx Fargo Bank, National Association,
c/o Computershare Trust Company, National Association, as Agent
0000 Xxx Xxxxxxxxx Xxxx
Columbia, Maryland 21045-1951
Attention: Corporate Trust Services — Benchmark 2018-B1
with copies to:
xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx; and
xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx.
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BMARK 2018-B1– Other Trustee
Wilmington Trust, National Association
0000 Xxxxx Xxxxxx Xxxxxx
Wilmington, Delaware 19890
Attention: CMBS Trustee – Benchmark 2018-B1
with a copy to:
E-mail: xxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx
CGCMT 2017-C4– Other Depositor
Citigroup Commercial Mortgage Securities Inc.
000 Xxxxxxxxx Xxxxxx, 0xx Floor
New York, New York 10013
Attention: Xxxx Xxxxxxxxxxx
Fax number: (000) 000-0000
with a copy to:
Citigroup Commercial Mortgage Securities Inc.
000 Xxxxxxxxx Xxxxxx
New York, New York 10013
Attention: Xxxxxxx Xxxxxxx
Fax number: (000) 000-0000
with a copy to:
Citigroup Commercial Mortgage Securities Inc.
000 Xxxxxxxxx Xxxxxx, 00xx Floor
New York, New York 10013
Attention: Xxxx X. X’Xxxxxx
Fax number: (000) 000-0000
with electronic copies e-mailed to:
Xxxxxxx Xxxxxxx at xxxxxxx.xxxxxxx@xxxx.xxx and
Xxxx X. X’Xxxxxx at xxxx.x.xxxxxxx@xxxx.xxx
CGCMT 2017-C4– Other 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 Xxxxxxx Street LLP
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Kansas City, Missouri 64106-2150
Attention: Xxxxx X. Xxxxx
Fax number: (000) 000-0000
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CGCMT 2017-C4– Other Operating Advisor and Asset Representations Reviewer
Park Bridge Lender Services LLC
000 Xxxxx Xxxxxx, 00xx floor
New York, New York 10016
Attention: CGCMT 2017-C4 – Surveillance Manager
with copies sent contemporaneously via email to xxxx.xxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx
CGCMT 2017-C4– Other Certificate Administrator
Citibank, N.A.
000 Xxxxxxxxx Xxxxxx
New York, New York 10013
Attention: Citibank Agency & Trust - CGCMT 2017-C4
Fax number: (000) 000-0000
CGCMT 2017-C4– Other Trustee
Wilmington Trust, National Association
0000 Xxxxx Xxxxxx Xxxxxx
Wilmington, Delaware 19890
Attention: CMBS Trustee – CGCMT 2017-C4
Fax number: (000) 000-0000
Email: xxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx
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