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EX-99.1 - POOLING AND SERVICING AGREEMENT, DATED AS OF FEBRUARY 1, 2018 - Benchmark 2018-B1 Mortgage Trustexh99-1b2psa.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________________

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): February 27, 2018

 

Central Index Key Number of the issuing entity: 0001722194

Benchmark 2018-B1 Mortgage Trust

(Exact name of Issuing Entity)

 

Central Index Key Number of the depositor: 0001013454

Deutsche Mortgage & Asset Receiving Corporation

(Exact Name of Registrant as Specified in its Charter)

 

Central Index Key Number of the sponsor: 0001541294

German American Capital Corporation

Central Index Key Number of the sponsor: 0000835271

JPMorgan Chase Bank, National Association

Central Index Key Number of the sponsor: 0001701238

Citi Real Estate Funding Inc.

(Exact Names of the Sponsors as Specified in their Charters)

 

Delaware 333-206705-12 04-3310019
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

 

60 Wall Street, New York, New York                                                                                                                    10005

(Address of Principal Executive Offices)                                                                                                           (ZIP Code)

 

Registrant’s telephone number, including area code (212) 250-2500

 

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 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))

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Item 1.01.  Entry into a Material Definitive Agreement.

On January 31, 2018, Deutsche Mortgage & Asset Receiving Corporation (the “Registrant”) caused the issuance of the Benchmark 2018-B1 Mortgage Trust (“Issuing Entity”) Commercial Mortgage Pass-Through Certificates, Series 2018-B1 (the “Certificates”), pursuant to the Pooling and Servicing Agreement, dated as of January 1, 2018 (the “Pooling and Servicing Agreement”), between the Registrant, as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as 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 as asset representations reviewer. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement.

One mortgage loan, secured by the mortgaged property identified as “Sentinel Square II” on Exhibit B to the Pooling and Servicing Agreement (the “Sentinel Square II Mortgage Loan”), is an asset of the Issuing Entity and part of a whole loan (the “Sentinel Square II Whole Loan”) that includes the Sentinel Square II Mortgage Loan and one pari passu promissory note (the “Sentinel Square II Pari Passu Companion Loan”) that is not an asset of the Issuing Entity. One mortgage loan, secured by the mortgaged property identified as “Rochester Hotel Portfolio” on Exhibit B to the Pooling and Servicing Agreement (the “Rochester Hotel Portfolio Mortgage Loan”), is an asset of the Issuing Entity and part of a whole loan (the “Rochester Hotel Portfolio Whole Loan”) that includes the Rochester Hotel Portfolio Mortgage Loan and three pari passu promissory notes (the “Rochester Hotel Portfolio Pari Passu Companion Loans”) that are not assets of the Issuing Entity. One mortgage loan, secured by the mortgaged property identified as “Towers at University Town Center” on Exhibit B to the Pooling and Servicing Agreement (the “Towers at University Town Center Mortgage Loan” and, together with the Sentinel Square II Mortgage Loan and the Rochester Hotel Portfolio Mortgage Loan, the “Servicing Shift Mortgage Loans”), is an asset of the Issuing Entity and part of a whole loan (the “Towers at University Town Center Whole Loan” and, together with the Sentinel Square II Whole Loan and the Rochester Hotel Portfolio Whole Loan, the “Servicing Shift Whole Loans”) that includes the Towers at University Town Center Mortgage Loan and one pari passu promissory note (the “Towers at University Town Center Pari Passu Companion Loan”) that is not an asset of the Issuing Entity. Each of the Sentinel Square II Pari Passu Companion Loan, the Rochester Hotel Portfolio Pari Passu Companion Loans and the Towers at University Town Center Pari Passu Companion Loan are referred to as a “Pari Passu Companion Loan”. The Pooling and Servicing Agreement provides that the each Servicing Shift Whole Loan will be serviced and administered (i) until the securitization of the related controlling Pari Passu Companion Loan, under the Pooling and Servicing Agreement and (ii) from and after the securitization of the related controlling Pari Passu Companion Loan, under the pooling and servicing agreement entered into in connection with that securitization.

The controlling Pari Passu Companion Loan related to each of the Servicing Shift Whole Loans was securitized on February 27, 2018 in connection with the issuance of a series of mortgage pass-through certificates entitled Benchmark 2018-B2 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B2. Consequently, the Servicing Shift Mortgage Loans are being serviced and administered under the pooling and servicing agreement entered into in connection with such securitization, dated as of February 1, 2018 (the “Benchmark 2018-B2 PSA”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, KeyBank National Association, as master servicer (the “Non-Serviced Master Servicer”), CWCapital Asset Management LLC, as special servicer (the “Non-Serviced 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. The Benchmark 2018-B2 PSA is attached hereto as Exhibit 99.1.

The servicing terms of the Benchmark 2018-B2 PSA will be substantially similar to the servicing terms of the Pooling and Servicing Agreement applicable to the Serviced Mortgage Loans; however, the servicing arrangements under such agreements will differ in certain respects, including the items set forth under “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans—General” in the prospectus relating to the Certificates, dated January 22, 2018 (the “Prospectus”), and the following:

•       The Non-Serviced Master Servicer will earn a primary servicing fee with respect to each Servicing Shift Mortgage Loan that is to be calculated at 0.0025% per annum.

•       Upon any Servicing Shift Mortgage Loan becoming a specially serviced loan under the Benchmark 2018-B2 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.

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•       The Non-Serviced Special Servicer will be entitled to a workout fee equal to 1.0% of each payment of principal and interest (other than default interest) made by the related borrower after a workout. The workout fee is subject to a minimum fee of $25,000 and a $1,000,000 fee cap.

•       The Non-Serviced Special Servicer will be entitled to a liquidation fee equal to 1.0% of net liquidation proceeds received in connection with a liquidation. The liquidation fee is subject to a minimum fee of $25,000 and a $1,000,000 fee cap.

•       There is no risk retention consultation party under the Benchmark 2018-B2 PSA.

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Item 9.01. Financial Statements and Exhibits.
   
(d) Exhibits:
   
  99.1 Pooling and Servicing Agreement, dated as of February 1, 2018, between J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, KeyBank National Association, as master servicer, CWCapital Asset Management 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.
   

 

 

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SIGNATURES

 

 

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.

 

  DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION
     
     
  By: /s/ Matt Smith
  Name:  Matt Smith
  Title:    Director
     
     
  By: /s/ Natalie Grainger
  Name:  Natalie Grainger
  Title:    Director
   
Dated:  March 5, 2018  
       

 

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Exhibit Index

Exhibit No. Description
99.1 Pooling and Servicing Agreement, dated as of February 1, 2018, between J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, KeyBank National Association, as master servicer, CWCapital Asset Management 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.

 

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