Special Servicer Acknowledgment and Assumption May 2, 2023
Exhibit 20.1
Special Servicer Acknowledgment and Assumption
May 2, 2023
To the Parties Set Forth on Schedule I, attached hereto
| Re: | Special Servicer Acknowledgment and Assumption: Pooling and Servicing Agreement dated as of March 1, 2022 for the Benchmark 2022-B33 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B33 |
Dear Sir or Madam:
Reference is made to the (i) Pooling and Servicing Agreement dated as of March 1, 2022, among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer (the “PSA”) and (ii) the Co-Lender Agreement, dated as of December 22, 2021, by and between Citi Real Estate Funding Inc., in its capacities as Initial Note A-1 Holder and Initial Note A-2 Holder, relating to the ExchangeRight Net Leased Portfolio #53 Mortgage Loan (the “ExchangeRight Net Leased Portfolio #53 Co-Lender Agreement”) and the Co-Lender Agreement, dated as of February 28, 2022, by and between Citi Real Estate Funding Inc., in its capacities as Initial Note A-1 Holder and Initial Note A-2 Holder, relating to the 200 West Xxxxxxx Mortgage Loan (the “200 West Xxxxxxx Co-Lender Agreement” and, together with the ExchangeRight Net Leased Portfolio #53 Co-Lender Agreement, 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 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. K-Star hereby acknowledges and agrees that, as of May 2, 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, 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.
For the sake of clarity, it is understood and agreed that the Non-Serviced Mortgage Loans are not covered by this Acknowledgment as such Non-Serviced Mortgage Loans are not serviced under the PSA 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: | Xxxxxxx Xxxxxx | ||
| Name: | Xxxxxxx Xxxxxx | ||
| Title: | President and Chief Executive Officer | ||
[Signature Page to BMARK 2022-B33 Acknowledgment and Assumption Agreement]
Schedule I
Depositor:
GS Mortgage Securities Corporation II
000 Xxxx Xxxxxx
New York, New York 10282
Attention: Xxxxx Xxxxxxxx
Email: xxxxx.xxxxxxxx@xx.xxx and xx-xxxxxxxxxxxxxxxxxx@xx.xxx
with a copy to:
GS Mortgage Securities Corporation II
000 Xxxx Xxxxxx
New York, New York 10282
Attention: Structured Finance Legal (REFG)
Email: xx-xxxxxxxxx@xx.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
Email: XxxxxxXxxxx@xxxxxxxxx.xxx
with a copy to:
Xxxxxxx LLP
0000 Xxxxxx Xxxxxx
Suite 2900
Kansas City, Missouri 00000-0000
Fax Number: (000) 000-0000
Attention: Xxxxx X. Xxxxx
Email: xxxxx.xxxxx@xxxxxxx.xxx
Certificate Administrator:
Computershare Trust Company, National Association
0000 Xxx Xxxxxxxxx Xxxx
Columbia, Maryland 21045
Attention: Corporate Trust Services – BMARK 2022-B33
Fax number: (000) 000-0000
with a copy to:
xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx, and to
xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx
Trustee:
Wilmington Trust, National Association
0000 Xxxxx Xxxxxx Xxxxxx
Wilmington Delaware 19890
Attention: CMBS Trustee
with a copy to:
Telecopy number: (000) 000-0000
Email: XXXXXxxxxxx@xxxxxxxxxxxxxxx.xxx
Operating Advisor and Asset Representations Reviewer:
Park Bridge Lender Services LLC
000 Xxxxx Xxxxxx, 00xx Floor
New York, New York 10016
Attention: Benchmark 2022-B33-Surveillance Manager
with a copy sent contemporaneously via email to xxxx.xxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx
BMARK 2022-B32 – Other Depositor
X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Corp.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxx
Email: XX_XXXX_Xxxxxx@xxxxxxxx.xxx
with a copy to:
X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Corp.
000 Xxxxxxx Xxxxxx, Xxxxx 0
New York, New York 10179-0001
Attention: SPG Legal
Email: XX_XXXX_Xxxxxx@xxxxxxxx.xxx
BMARK 2022-B32 – Other Certificate Administrator
Computershare Trust Company, National Association
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000-1951
Attention: Corporate Trust Services (CMBS)
Benchmark 2022-B32 Mortgage Trust
with a copy to:
Telecopy Number: (000) 000-0000
Email: xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx, and to
xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx
BMARK 2022-B32 – Other Master Servicer
Midland Loan Services, a Division of PNC Bank, National Association,
00000 Xxxxxx Xxxxxx
Xxxxxxxx 00, Xxxxx 000
Overland Park, Kansas 66210
Attention: Executive Vice President – Division Head
Fax number: 0-000-000-0000
Email: XxxxxxXxxxx@xxxxxxxxx.xxx
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
BMARK 2022-B32 – 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
BMARK 2022-B35 – Other Depositor
Citigroup Commercial Mortgage Securities Inc.
000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
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, 0xx Floor
New York, New York 10013
Attention: Xxxx Xxxxxx
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 emailed to:
Xxxxxxx Xxxxxxx at xxxxxxx.xxxxxxx@xxxx.xxx and
Xxxx X. X’Xxxxxx at xxxx.x.xxxxxxx@xxxx.xxx
BMARK 2022-B35 – Other Certificate Administrator
Computershare Trust Company, National Association
0000 Xxx Xxxxxxxxx Xxxx
Columbia, Maryland 21045
Attention: Corporate Trust Services – Benchmark 2022-B35
with a copy to:
xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx
BMARK 2022-B35 – Other Master Servicer
KeyBank National Association
00000 Xxxxxxx Xxxxxx, Xxxxx 000
Overland Park, Kansas 66211
Attention: Xxxxxxx Xxxxxx
(000) 000-0000
Email: Xxxxxxx_x_xxxxxx@xxxxxxx.xxx
with a copy to:
Polsinelli
000 Xxxx 00xx Xxxxx, Xxxxx 000
Kansas City, Missouri 64112
Attn: Xxxxx Xxxxxxx
Fax Number: (000) 000-0000
Email: xxxxxxxx@xxxxxxxxxx.xxx
BMARK 2022-B35 – Other Trustee
Wilmington Trust, National Association
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx Xxxxxxxx 19890
Attention: CMBS Trustee Benchmark 2022-B35
with a copy to:
Telecopy number: (000) 000-0000
Email: XXXXXxxxxxx@xxxxxxxxxxxxxxx.xxx
