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EX-4.1 - POOLING AND SERVICING AGREEMENT, DATED AS OF JULY 1, 2018 - UBS Commercial Mortgage Trust 2018-C11exh4-1.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 12, 2018
(Date of earliest event reported)

 

UBS Commercial Mortgage Trust 2018-C11

(Central Index Key Number 0001740040)

(Exact name of issuing entity)

 

UBS AG

(Central Index Key Number 0001685185)

Argentic Real Estate Finance LLC

(Central Index Key Number 0001624053)

Natixis Real Estate Capital LLC

(Central Index Key Number 0001542256)

Société Générale

(Central Index Key Number 0001238163)

KeyBank National Association

(Central Index Key Number 0001089877)

Cantor Commercial Real Estate Lending, L.P.

(Central Index Key Number 0001558761)

(Exact name of sponsor as specified in its charter)

 

UBS Commercial Mortgage Securitization Corp.

(Central Index Key Number 0001532799)

(Exact name of registrant as specified in its charter)

 

Delaware 333-207340-12 45-3587479
(State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification No.)

 

1285 Avenue of the Americas,
New York, New York
10019
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code      212-713-2000                                             

 

 

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.

Item 6.02.         Change of Servicer or Trustee.

On July 10, 2018, UBS Commercial Mortgage Securitization Corp. (the “Depositor”) caused the issuance, pursuant to a pooling and servicing agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), among UBS Commercial Mortgage Securitization 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 Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, of UBS Commercial Mortgage Trust 2018-C11, Commercial Mortgage Pass-Through Certificates, Series 2018-C11 (the “Certificates”).

The Mortgage Loan identified as the HTI Medical Office Portfolio Mortgage Loan in the Pooling and Servicing Agreement, which is an asset of the Issuing Entity, is part of a whole loan (the “HTI Medical Office Portfolio Whole Loan”) that also includes additional pari passu promissory notes that are not assets of the Issuing Entity. The HTI Medical Office Portfolio Whole Loan is being serviced and administered pursuant to a pooling and servicing agreement, dated as of July 1, 2018 (the “MSC 2018-H3 Pooling and Servicing Agreement”) by and among Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as master servicer and as certificate administrator, LNR Partners, LLC, as special servicer, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, relating to the MSC 2018-H3 securitization transaction into which the controlling companion loan is deposited.

The terms and conditions of the MSC 2018-H3 Pooling and Servicing Agreement applicable to the servicing of the HTI Medical Office 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 July 10, 2018; provided that under the MSC 2018-H3 Pooling and Servicing Agreement (i) the aggregate liquidation fee payable with respect to any specially serviced loan or REO property is capped at $1,000,000; (ii) the aggregate workout fee payable with respect to any particular workout of a mortgage loan that is a specially serviced loan is capped at $1,000,000; and (iii) the minimum monthly special servicing fee for a mortgage loan is $3,500. Moreover, due to the manner in which the MSC 2018-H3 securitization satisfied the risk retention requirements of Section 15G of the Exchange Act (the “Risk Retention Requirements”) the MSC 2018-H3 Pooling and Servicing Agreement does not include a risk retention consultation party (the “Risk Retention Consultation Party”, as defined in the UBS 2018-C11 Pooling and Servicing Agreement). In UBS 2018-C11, the Risk Retention Consultation Party was appointed by Argentic Real Estate Finance LLC. Under the terms and conditions of the MSC 2018-H3 Pooling and Servicing Agreement, in connection with certain major decisions that involve the HTI Medical Office Portfolio Whole Loan, the related special servicer is not required to consult with any Risk Retention Consultation Party. The MSC 2018-H3 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 Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as master servicer and as certificate administrator, LNR Partners, LLC, as special servicer, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services 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 17, 2018 UBS COMMERCIAL MORTGAGE SECURITIZATION CORP.
(Registrant)
     
     
  By: /s/ Nicholas Galeone
    Name:  Nicholas Galeone
    Title:    President (senior officer in charge of securitization of the depositor)
     
     
  By: /s/ David Schell
    Name:  David Schell
    Title:    Managing Director

 

 
 

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 Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as master servicer and as certificate administrator, LNR Partners, LLC, as special servicer, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer. (E)