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EX-4.1 - POOLING AND SERVICING AGREEMENT, DATED AS OF JULY 1, 2018 - CSAIL 2018-CX11 Commercial Mortgage Trustexh4_1.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: July 10, 2018
(Date of earliest event reported)

 

CSAIL 2018-CX11 Commercial Mortgage Trust

(Exact name of issuing entity)

(Central Index Key Number 0001732963)

 

Column Financial, Inc.

(Central Index Key Number 0001628601)

Natixis Real Estate Capital LLC

(Central Index Key Number 0001542256)

Argentic Real Estate Finance LLC
(Central Index Key Number 0001624053)
Barclays Bank PLC
(Central Index Key Number 0000312070)

BSPRT Finance, LLC

(Central Index Key Number 0001722518)



 

(Exact name of sponsor as specified in its charter)

 

Credit Suisse Commercial Mortgage Securities Corp.

(Exact name of registrant as specified in its charter)

(Central Index Key Number 0001654060)

 

Delaware 333-207361-08 47-5115713
(State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification No.)

 

   
11 Madison Avenue, New York, New York 10010
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code      212-325-2000

Not Applicable

                      (Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company      [_]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     [_]

 

 

Item 1.01.          Entry into a Material Definitive Agreement.

On April 18, 2018, Credit Suisse Commercial Mortgage Securities Corp. (the “Depositor”) caused the issuance, pursuant to a pooling and servicing agreement, dated as of April 1, 2018 (the “Pooling and Servicing Agreement”), among Credit Suisse Commercial Mortgage Securities Corp. (the “Registrant”), as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, 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, of CSAIL Commercial Mortgage Trust 2018-CX11, Commercial Mortgage Pass-Through Certificates, Series 2018-CX11 (the “Certificates”).

The Mortgage Loan identified as the Melbourne Hotel Portfolio Mortgage Loan in the Pooling and Servicing Agreement, which is an asset of the Issuing Entity, is part of a whole loan (the “Melbourne Hotel Portfolio Whole Loan”) that also includes additional pari passu promissory notes that are not assets of the Issuing Entity. The Melbourne Hotel Portfolio Whole Loan is being serviced and administered pursuant to a pooling and servicing agreement, dated as of July 1, 2018 (the “UBS 2018-C11 Pooling and Servicing Agreement”) by and among UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, relating to the UBS 2018-C11 securitization transaction into which the controlling companion loan is deposited.

The terms and conditions of the UBS 2018-C11 Pooling and Servicing Agreement applicable to the servicing of the Melbourne Hotel Portfolio Mortgage Loan are substantially similar to the terms and conditions of the Pooling and Servicing Agreement applicable to the servicing of the other Mortgage Loans, as described under “Pooling and Servicing Agreement” in the Prospectus filed by the Issuing Entity pursuant to Rule 424(b)(2) with respect to the Certificates on April 18, 2018; provided that under the UBS 2018-C11 Pooling and Servicing Agreement (i) a risk retention consultation party may have certain consultation rights with respect to the servicing of the Melbourne Hotel Portfolio Mortgage Loan, (ii) the liquidation fee payable with respect to any mortgage loan, any specially serviced loan or REO property is not subject to a cap of $1,000,000, and (iii) the work-out fee payable in respect of any corrected loan is not subject to a cap of $1,000,000. The UBS 2018-C11 Pooling and Servicing Agreement is attached hereto as Exhibit 4.1.

 

 

Item 9.01.Financial Statements, Pro Forma Financial Information and Exhibits.

(d)       Exhibits

 

Exhibit No. Description
Exhibit 4.1 Pooling and Servicing Agreement, dated as of July 1, 2018, by and among UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer.

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 11, 2018

 

  CREDIT SUISSE COMMERCIAL MORTGAGE SECURITIES CORP.
  (Registrant)
 

Date: July 11, 2018

 
   
  By:  /s/ Charles Y. Lee
     
    Name:  Charles Y. Lee
    Title:    President and Chief Executive Officer

 

 

 

 

INDEX TO EXHIBITS

Item 601(a) of
Regulation S-K
Exhibit No.
  Description Paper (P) or
Electronic (E)
4.1   Pooling and Servicing Agreement, dated as of July 1, 2018, by and among UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer. (E)