ASSUMPTION OF SPECIAL SERVICER OBLIGATIONS
ASSUMPTION OF SPECIAL SERVICER OBLIGATIONS
TO THE PARTIES ON THE ATTACHED SCHEDULE
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Re: |
Assumption of Special Servicer Obligations with respect to Benchmark 2021-B26 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B26 (the “Agreement”). |
Ladies and Gentlemen:
Reference is made herein to the Pooling and Servicing Agreement, dated as of May 1, 2021, among Deutsche Mortgage & Asset Receiving Corporation, as Depositor, KeyBank National Association, as Master Servicer, KeyBank National Association, as General Special Servicer, Situs Holdings, LLC, as Equus Industrial Portfolio Special Servicer, Xxxxx Fargo Bank, National Association, as Certificate Administrator, Paying Agent and Custodian, Xxxxx Fargo Bank, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, relating to Benchmark 2021-B26 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B26 (the “PSA”). Capitalized terms used herein but not defined shall have the meanings given to them in the PSA.
Pursuant to Sections 3.22(b) and (e) of the PSA and the Intercreditor Agreement included on Schedule 2 relating to the Serviced Companion Loan identified as iPark 84 Innovation Center (collectively, the “Applicable Serviced Companion Loan”), Argentic Services Company LP (“Argentic”) hereby agrees to (i) accept the appointment as General Special Servicer under the PSA and the Intercreditor Agreement relating to the Applicable Serviced Companion Loan and (b) assume all of the responsibilities, duties and liabilities designated to the “General Special Servicer” under the PSA and the Intercreditor Agreement relating to the Applicable Serviced Companion Loan from and after the date hereof. Xxxxxxxx agrees that, as of the date hereof, it is and shall be a party to the PSA and bound thereby to the full extent indicated therein in the capacity of successor General Special Servicer under the PSA and the Intercreditor Agreement relating to the Applicable Serviced Companion Loan.
As of the execution of this Agreement (the “Effective Date”), Argentic represents and warrants that Argentic satisfies all eligibility requirements applicable to the Special Servicer contained in the PSA and the Intercreditor Agreement relating to the Applicable Serviced Companion Loan. In addition, as of the Effective Date, Argentic hereby also makes the representations and warranties set forth in Section 2.04(b) of the PSA mutatis mutandis with all references to “Agreement” in Section 6.01(b) of the PSA to include this Assumption of Special Servicer Obligations; provided that Section 2.04(b)(i) is hereby modified to read “the Special Servicer is a limited partnership, duly organized, validly existing and in good standing under the laws of Delaware”.
As of the Effective Date Trustee acknowledges (i) that conditions precedent as set forth in the PSA and the Intercreditor Agreement relating to the Applicable Serviced Companion Loan have been satisfied in full and (ii) that KeyBank National Association has been removed as the General Special Servicer and Argentic has been appointed as the successor General Special Servicer. On
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and after the Effective Date, Trustee shall look solely to Argentic for performance (including all rights, obligations and liabilities) of the obligations required under the PSA with respect to the General Special Servicer.
On and after the Effective Date, all demands, notices, consents, approvals, requests and other communications to the General Special Servicer hereunder or under the PSA with respect to the General Special Servicer shall be delivered in accordance with Section 12.05 of the PSA to the following:
Argentic Services Company LP
000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx 000
Plano, Texas 75074
Attention: Xxxxxx Xxxxxxxxxxx
Email: xxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx
This Agreement and any claim, controversy or dispute arising under or related to or in connection with this Agreement, 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.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns.
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.
The parties agree to execute, acknowledge and deliver such further instruments and documents as may be reasonably requested by any party to carry out the intent of this Agreement.
This Agreement may be amended from time to time by the parties hereto, but only by written instrument signed by the parties hereto.
[SIGNATURES ON THE FOLLOWING PAGE]
Assumption of Special Servicing
606550673BMARK 2021-B26
ARGENTIC SERVICES COMPANY LP, a Delaware limited partnership
By: /s/ Xxxxxx Xxxxxxxxxxx
Name:Xxxxxx Xxxxxxxxxxx
Title: Authorized Signatory
By: /s/ Xxxxx Xxxxxxx
Name:Xxxxx Xxxxxxx
Title: Authorized Signatory
ACKNOWLEDGED, as of the date first above written:
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee for Benchmark 2021-B26 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B26
By: Computershare Trust Company, N.A. as Agent
By: /s/ Xxxxxxxxx Xxxxxx
Name: Xxxxxxxxx Xxxxxx
Title: Vice President
Assumption of Special Servicing
606550673BMARK 2021-B26
SCHEDULE 1
DISTRIBUTION LIST
Trustee
Xxxxx Fargo Bank, N.A.
c/o Computershare Trust Company, N.A., as Agent for the Trustee
0000 Xxxxxxxxx Xxxx
Columbia, MD 21045-1951
Attention: Corporate Trust Services (CMBS) –BMARK 2021-B26
with copies to:
xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx; and xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxx.xxx
Certificate Administrator
Xxxxx Fargo Bank, N.A.
c/o Computershare Trust Company, N.A., as Agent for the Certificate Administrator
0000 Xxxxxxxxx Xxxx
Columbia, MD 21045-1951
Attention: Corporate Trust Services (CMBS) –BMARK 2021-B26
with copies to:
xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx; and xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxx.xxx
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SCHEDULE 2
INTERCREDITOR AGREEMENT LIST
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iPark 84 Innovation Center Co-Lender Agreement, dated as of May 3, 2021, by and between Citi Real Estate Funding Inc. as owner of Note A-1, as the initial agent, and as owner of Note A-2 |
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