Special Servicer Acknowledgment and Assumption
May 5, 2023
To the Parties Set Forth on Schedule I, attached hereto
Re: Special Servicer Acknowledgment and Assumption: Pooling and Servicing Agreement dated as of November 1, 2017 for the UBS Commercial Mortgage Trust 2017-C5, Commercial Mortgage Pass-Through Certificates, Series 2017-C5
Dear Sir or Madam:
Reference is made to the (i) Pooling and Servicing Agreement dated and effective as of November 1, 2017, among UBS Commercial Mortgage Securitization Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and 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 and effective as of November 16, 2017 between Tuebor TRS II LLC, in its capacities as Note A-1 Holder and Note A-2 Holder, with respect to the DoubleTree Wilmington Mortgage Loan; the Co-Lender Agreement dated and effective as of October 18, 2017 between Ladder Capital Finance LLC, in its capacities as Note A-1 Holder, Note A-2 Holder and Note A-3 Holder, with respect to the 50 Varick Street Mortgage Loan; the Co-Lender Agreement dated and effective as of November 16, 2017 between Cantor Commercial Real Estate Lending, L.P., in its capacities as Note A-1 Holder and Note A-2 Holder, with respect to the Manchester Financial Building Mortgage Loan; and the Co-Lender Agreement dated and effective as of October 10, 2017 between Rialto Mortgage Finance, LLC, in its capacities as Note A-1 Holder and Note A-2 Holder, with respect to the Atristco Plaza Shopping 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 7.01(d) and 7.02 of the PSA, and Section 15 of each 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 5, 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. K-Star’s address for notices pursuant to Section 13.05 of the PSA is as follows:
K-Star Asset Management LLC
5949 Sherry Lane, Suite 950
Dallas, Texas 75225
BUSINESS.30087751.2
Attention: Lindsey Wright
Email: Lindsey.Wright@KKR.com
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]
BUSINESS.30087751.2
K-STAR ASSET MANAGEMENT LLC, a Delaware limited liability company
By: /s/ Lindsey Wright
Name: Lindsey Wright
Title: President and Chief Executive Officer
[Signature Page to UBS 2017-C5 Acknowledgment and Assumption Agreement]
BUSINESS.30087751.2
Schedule I
Depositor:
UBS Commercial Mortgage Securitization Corp.
1285 Avenue of the Americas
New York, New York 10019
Attention: Nicholas Galeone
E-mail: nicholas.galeone@ubs.com
with a copy to:
UBS Business Solutions LLC
1285 Avenue of the Americas
New York, New York 10019
Attention: Chad Eisenberger, Executive Director & Counsel
and a copy to:
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, New York
Attention: Frank Polverino, Esq.
Facsimile: (212) 504 6666
Master Servicer and Special Servicer:
Midland Loan Services, a Division of PNC Bank, National Association,
10851 Mastin Street, Suite 700
Overland Park, Kansas 66210
Attention: Executive Vice President – Division Head,
Fax number: 1-888-706-3565
with a copy to:
Stinson Leonard Street LLP
1201 Walnut Street
Suite 2900
Kansas City, Missouri 64106-2150
Fax Number: (816) 412-9338
Attention: Kenda K. Tomes
E-mail: kenda.tomes@stinson.com
Certificate Administrator and Trustee:
Wells Fargo Bank, National Association,
c/o Computershare Trust Company, National Association, as Agent
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services: UBS 2017-C5
BUSINESS.30087751.2
with a copy to:
cts.cmbs.bond.admin@wellsfargo.com
trustadministrationgroup@wellsfargo.com
Operating Advisor and Asset Representations Reviewer:
Park Bridge Lender Services LLC
600 Third Avenue, 40th Floor
New York, New York 10016
Attention: UBS 2017-C5 – Surveillance Manager
(with a copy sent contemporaneously via email to:
cmbs.notices@parkbridgefinancial.com)
UBS 2017-C6– Other Depositor
UBS Commercial Mortgage Securitization Corp.
1285 Avenue of the Americas
New York, New York 10019
Attention: Nicholas Galeone
Email: nicholas.galeone@ubs.com
with a copy to:
UBS Business Solutions LLC
1285 Avenue of the Americas
New York, New York 10019
Attention: Chad Eisenberger, Executive Director & Counsel
and a copy to:
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, New York
Attention: Frank Polverino, Esq.
Facsimile: (212) 504-6666
UBS 2017-C6– Other Master Servicer
Wells Fargo Bank, National Association
Commercial Mortgage Servicing
Three Wells Fargo
MAC D1050-084
401 South Tryon Street, 8th Floor
Charlotte, North Carolina 28202
Attention: UBS 2017-C6 Asset Manager
Email: commercial.servicing@wellsfargo.com
BUSINESS.30087751.2
with a copy to:
K&L Gates LLP
300 South Tryon Street, Suite 1000
Charlotte, North Carolina 28202
Attention: Stacy G. Ackermann
Facsimile Number: (704) 353-3190
UBS 2017-C6– Other Special Servicer
Rialto Capital Advisors, LLC,
Southeast Financial Center
200 S. Biscayne Blvd, Suite 3550
Miami, Florida 33131
Attention: Liat Heller
Facsimile number: (305) 229-6425
E-mail: liat.heller@rialtocapital.com
UBS 2017-C6– Other Operating Advisor and Asset Representations Reviewer
Pentalpha Surveillance LLC
375 N. French Road, Suite 100
Amherst, New York, 14228
Attention: UBS 2017-C6 Transaction Manager
With a copy sent via email to: notices@pentalphasurveillance.com with UBS 2017-C6 in the subject line
with a copy to:
Bass, Berry & Sims PLC
150 Third Avenue South
Suite 2800
Nashville, Tennessee 37201
Attention: Jay H. Knight
Email: jknight@bassberry.com
UBS 2017-C6– Other Certificate Administrator
Wells Fargo Bank, National Association,
c/o Computershare Trust Company, National Association, as Agent
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services: UBS 2017-C6
with a copy to:
cts.cmbs.bond.admin@wellsfargo.com
trustadministrationgroup@wellsfargo.com
BUSINESS.30087751.2
UBS 2017-C6– Other Trustee
Wilmington Trust, National Association
1100 North Market Street
Wilmington, Delaware 19890
Attention: CMBS Trustee UBS 2017-C6
with a copy to:
CMBSTrustee@wilmingtontrust.com
Facsimile No.: (302) 636-4140
CGCMT 2017-C4– Other Depositor
Citigroup Commercial Mortgage Securities Inc.
390 Greenwich Street, 5th Floor
New York, New York 10013
Attention: Paul Vanderslice
Fax number: (212) 723-8599
with a copy to:
Citigroup Commercial Mortgage Securities Inc.
390 Greenwich Street
New York, New York 10013
Attention: Richard Simpson
Fax number: (646) 328-2943
with a copy to:
Citigroup Commercial Mortgage Securities Inc.
388 Greenwich Street, 17th Floor
New York, New York 10013
Attention: Ryan M. O’Connor
Fax number: (646) 862-8988
with electronic copies e-mailed to:
Richard Simpson at richard.simpson@citi.com and
Ryan M. O’Connor at ryan.m.oconnor@citi.com
CGCMT 2017-C4– Other Master Servicer and Special Servicer
Midland Loan Services, a Division of PNC Bank, National Association,
10851 Mastin Street, Suite 700
Overland Park, Kansas 66210
Attention: Executive Vice President – Division Head
Fax number: 1-888-706-3565
with a copy to:
Stinson Leonard Street LLP
1201 Walnut Street, Suite 2900
Kansas City, Missouri 64106-2150
Attention: Kenda K. Tomes
Fax number: (816) 412-9338
BUSINESS.30087751.2
CGCMT 2017-C4– Other Operating Advisor and Asset Representations Reviewer
Park Bridge Lender Services LLC
600 Third Avenue, 40th floor
New York, New York 10016
Attention: CGCMT 2017-C4 – Surveillance Manager
with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com
CGCMT 2017-C4– Other Certificate Administrator
Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Attention: Citibank Agency & Trust - CGCMT 2017-C4
Fax number: (212) 816-5527
CGCMT 2017-C4– Other Trustee
Wilmington Trust, National Association
1100 North Market Street
Wilmington, Delaware 19890
Attention: CMBS Trustee – CGCMT 2017-C4
Fax number: (302) 636-4140
Email: cmbstrustee@wilmingtontrust.com
UBS 2017-C4– Other Depositor
UBS Commercial Mortgage Securitization Corp.
1285 Avenue of the Americas
New York, New York 10019
Attention: Nicholas Galeone
Email: nicholas.galeone@ubs.com
with a copy to:
UBS Business Solutions LLC
1285 Avenue of the Americas
New York, New York 10019
Attention: Chad Eisenberger, Executive Director & Counsel
and a copy to:
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, New York
Attention: Frank Polverino, Esq.
Facsimile: (212) 504-6666
BUSINESS.30087751.2
UBS 2017-C4– Other Master Servicer
Wells Fargo Bank, National Association
Commercial Mortgage Servicing
Three Wells Fargo
MAC D1050-084
401 South Tryon Street, 8th Floor
Charlotte, North Carolina 28202
Attention: UBS 2017-C4 Asset Manager
Email: commercial.servicing@wellsfargo.com
with a copy to:
K&L Gates LLP
300 South Tryon Street, Suite 1000
Charlotte, North Carolina 28202
Attention: Stacy G. Ackermann
UBS 2017-C4– Other Special Servicer
Rialto Capital Advisors, LLC,
Southeast Financial Center
200 S. Biscayne Blvd, Suite 3550
Miami, Florida 33131
Attention: Liat Heller
Facsimile number: (305) 229-6425
E-mail: liat.heller@rialtocapital.com
UBS 2017-C4– Other Operating Advisor and Asset Representations Reviewer
Pentalpha Surveillance LLC
375 N. French Road, Suite 100
Amherst, New York, 14228
Attention: UBS 2017-C4 Transaction Manager
With a copy sent via email to: notices@pentalphasurveillance.com with UBS 2017-C4 in the subject line
with a copy to:
Bass, Berry & Sims PLC
150 Third Avenue South
Suite 2800
Nashville, Tennessee 37201
Attention: Jay H. Knight
Email: jknight@bassberry.com
UBS 2017-C4– Other Certificate Administrator
Wells Fargo Bank, National Association
c/o Computershare Trust Company, National Association, as Agent
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services: UBS 2017-C4
BUSINESS.30087751.2
with a copy to:
cts.cmbs.bond.admin@wellsfargo.com
trustadministrationgroup@wellsfargo.com
UBS 2017-C4– Other Trustee
Wilmington Trust, National Association
1100 North Market Street
Wilmington, Delaware 19890
Attention: CMBS Trustee UBS 2017-C4
with a copy to:
CMBSTrustee@wilmingtontrust.com
Facsimile No.: (302) 636-4140
CCUBS 2017-C1– Other Depositor
UBS Commercial Mortgage Securitization Corp.
1285 Avenue of the Americas
New York, New York 10019
Attention: Nicholas Galeone
Email: nicholas.galeone@ubs.com
with a copy to:
UBS Business Solutions LLC
1285 Avenue of the Americas
New York, New York 10019
Attention: Chad Eisenberger, Executive Director & Counsel
and a copy to:
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, New York
Attention: Frank Polverino, Esq.
Facsimile: (212) 504-6666
CCUBS 2017-C1– Other Master Servicer and Special Servicer
Midland Loan Services, a Division of PNC Bank, National Association,
10851 Mastin Street, Suite 700
Overland Park, Kansas 66210
Attention: Executive Vice President – Division Head,
Fax number: 1-888-706-3565
BUSINESS.30087751.2
with a copy to:
Stinson Leonard Street LLP
1201 Walnut Street
Suite 2900
Kansas City, Missouri 64106-2150
Fax Number: (816) 412-9338
Attention: Kenda K. Tomes
Email: kenda.tomes@stinson.com
CCUBS 2017-C1– Other Operating Advisor and Asset Representations Reviewer
Park Bridge Lender Services LLC
600 Third Avenue, 40th Floor
New York, New York 10016
Attention: CCUBS 2017-C1 – Surveillance Manager
(with a copy sent contemporaneously via email to:
cmbs.notices@parkbridgefinancial.com)
CCUBS 2017-C1– Other Certificate Administrator and Trustee
Wells Fargo Bank, National Association
c/o Computershare Trust Company, National Association, as Agent
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services: CCUBS 2017-C1
with a copy to:
cts.cmbs.bond.admin@wellsfargo.com
trustadministrationgroup@wellsfargo.com
WFCM 2017-C40– Other Depositor
Wells Fargo Commercial Mortgage Securities, Inc.
c/o Wells Fargo Securities, LLC
30 Hudson Yards, 15th Floor
New York, New York 10001
Attention: A.J. Sfarra
cmbsnotices@wellsfargo.com
with a copy to:
Troy B. Stoddard, Esq.
Senior Counsel, Wells Fargo Legal Department
401 S Tryon Street, MAC D1050-272
26th Floor
Charlotte, North Carolina 28202-1911
BUSINESS.30087751.2
WFCM 2017-C40– Other Master Servicer
Wells Fargo Bank, National Association
Commercial Mortgage Servicing
Three Wells Fargo
MAC D1050-084
401 South Tryon Street, 8th Floor
Charlotte, North Carolina 28202
Attention: WFCM 2017-C40 Asset Manager
Email: commercial.servicing@wellsfargo.com
and a copy to:
Mayer Brown LLP
300 South Tryon Street, Suite 1800
Charlotte, NC 28202
Attention: Christopher J. Brady
WFCM 2017-C40– Other Special Servicer
C-III Asset Management LLC
5221 N. O’Connor Blvd., Suite 600
Irving, Texas 75039
Attention: Lindsey Wright
Facsimile No.: (972) 868-5490
Email: lwright@c3cp.com
with a copy to:
C-III Asset Management LLC
5221 N. O’Connor Blvd., Suite 600
Irving, Texas 75039
Attention: Jenna Unell
Facsimile No.: (972) 868-5490
Email: junell@c3cp.com
WFCM 2017-C40– Other Operating Advisor and Asset Representations Reviewer
Pentalpha Surveillance LLC
375 N. French Road, Suite 100
Amherst, New York, 14228
Attention: WFCM 2017-RC1 Transaction Manager
With a copy sent via email to: notices@pentalphasurveillance.com with WFCM 2017-RC1 in the subject line
with a copy to:
Bass, Berry & Sims PLC
150 Third Avenue South
Suite 2800
Nashville, Tennessee 37201
Attention: Jay H. Knight
Email: jknight@bassberry.com
BUSINESS.30087751.2
WFCM 2017-C40– Other Certificate Administrator
Wells Fargo Bank, National Association
c/o Computershare Trust Company, National Association, as Agent
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services – WFCM 2017-C40
with a copy to:
cts.cmbs.bond.admin@wellsfargo.com
trustadministrationgroup@wellsfargo.com
WFCM 2017-C40– Other Trustee
Wilmington Trust, National Association
1100 North Market Street
Wilmington, Delaware 19890
Attention: CMBS Trustee WFCM 2017-C40
with a copy to:
CMBSTrustee@wilmingtontrust.com
Facsimile No.: (302) 636-4140
BUSINESS.30087751.2