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EX-4.1 - POOLING AND SERVICING AGREEMENT, DATED AND EFFECTIVE AS OF JULY 1, 2018 - BANK 2018-BNK12exh4-1_bmarkb4psa.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 13, 2018
(Date of earliest event reported)

BANK 2018-BNK12

(Central Index Key Number 0001739423)

(Exact name of issuing entity)

 

Wells Fargo Bank, National Association

(Central Index Key Number 0000740906)

Bank of America, National Association

(Central Index Key Number 0001102113)

Morgan Stanley Mortgage Capital Holdings LLC

(Central Index Key Number 0001541557)

National Cooperative Bank, N.A.

(Central Index Key Number 0001577313)

(Exact name of sponsor as specified in its charter)

 

Banc of America Merrill Lynch Commercial Mortgage Inc.

(Central Index Key Number 0001005007)
(Exact name of registrant as specified in its charter)

 

Delaware 333-206847-09 56-1950039
(State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification No.)

 

One Bryant Park
New York, New York
10036
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code      646-855-3953                                                           

 

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 May 30, 2018, a series of mortgage pass-through certificates, entitled Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12 (the “Certificates”), was issued by BANK 2018-BNK12, a New York common law trust (the “Issuing Entity”), pursuant to a Pooling and Servicing Agreement, dated as of May 1, 2018 (the “Pooling and Servicing Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc. (the “Registrant”), as depositor, Wells Fargo Bank, National Association, as general master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and NCB special servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement.

The mortgage loan secured by the mortgaged property identified as “181 Fremont Street” on Exhibit B to the Pooling and Servicing Agreement (the “181 Fremont Street Mortgage Loan”), which is an asset of the Issuing Entity, is part of a whole loan (the “181 Fremont Street Whole Loan”) that also includes six (6) additional pari passu promissory notes, which are not assets of the Issuing Entity. The Pooling and Servicing Agreement provides that the 181 Fremont Street Mortgage Loan is to be serviced and administered (i) until the securitization of the controlling promissory note, under the WFCM 2018-C44 PSA and (ii) from and after the securitization of controlling promissory note, under the pooling and servicing agreement entered into in connection with such securitization. The securitization of the controlling promissory note occurred on July 13, 2018, and accordingly as of such date the 181 Fremont Street Whole Loan, including the 181 Fremont Street Mortgage Loan, is being serviced and administered in accordance with the pooling and servicing agreement, dated as of July 1, 2018, between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian, and Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer (the “Benchmark 2018-B4 PSA”), relating to the Benchmark 2018-B4 Mortgage Trust securitization transaction into which the controlling promissory note was deposited. The Benchmark 2018-B4 PSA is attached hereto as Exhibit 4.1.

The terms and conditions of the Benchmark 2018-B4 PSA applicable to the servicing of the 181 Fremont Street Mortgage Loan are substantially similar to the terms and conditions of the Pooling and Servicing Agreement applicable to the servicing of the Mortgage Loans serviced under the Pooling and Servicing Agreement, 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 May 30, 2018 (the “Prospectus”); however, the servicing arrangements will differ in certain respects, including the items set forth under “Description of the Mortgage Pool—The Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans—General” in the Prospectus, as described in the examples below.

·The Non-Serviced Master Servicer will earn a primary servicing fee with respect to the 181 Fremont Street Mortgage Loan that is to be calculated at 0.0025% per annum (which will be paid in connection with such Non-Serviced Master Servicer’s primary servicing obligations for such mortgage loan).
 
 
·Upon the 181 Fremont Street Mortgage Loan becoming a specially serviced loan under the Benchmark 2018-B4 PSA, the Non-Serviced Special Servicer will earn a special servicing fee payable monthly with respect to such mortgage loan accruing at a rate equal to 0.25% per annum, until such time as such mortgage loan is no longer specially serviced. The special servicing fee will not be subject to a monthly minimum fee amount.
·The Non-Serviced Special Servicer will be entitled to a workout fee in an amount equal to the lesser of (1) 1.0% of each such collection of interest and principal (or, if such rate would result in an aggregate workout fee of less than $25,000, then such higher rate as would result in an aggregate workout fee equal to $25,000) and (2) $1,000,000 in the aggregate with respect to any particular workout of a specially serviced loan.
·The Non-Serviced Special Servicer will be entitled to a liquidation fee in an amount equal to the lesser of (1) 1.0% of such payment or proceeds (or, if such rate would result in an aggregate liquidation fee of less than $25,000, then the liquidation fee rate will be equal to such higher rate as would result in an aggregate liquidation fee equal to $25,000) and (2) $1,000,000.
 
 

 


Item 9.01.
Financial Statements and Exhibits.
              (d)   Exhibits
Exhibit No.   Description
Exhibit 4.1   Pooling and Servicing Agreement, dated and effective as of July 1, 2018, between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian, and Park Bridge Lender Services LLC, as operating advisor and 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 17, 2018 BANC OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC.
(Registrant)
     
     
  By: /s/ Leland F. Bunch, III
    Name:  Leland F. Bunch, III
    Title:   Chief Executive Officer & President
     

 

 
 

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 and effective as of July 1, 2018, between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian, and Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer. (E)