Assignment
and Assumption Agreement (special servicing)
This Assignment and
Assumption Agreement (special servicing) (this “Assignment
and Assumption”) is made effective as of September 1, 2026 (the “Effective
Date”) by and between GREYSTONE
SERVICING COMPANY LLC, a Delaware limited liability company (“Assignor”), and C-IV
ASSET MANAGEMENT LLC, a Delaware limited liability company (“Assignee”).
Recitals:
A.
Assignor
and Assignee have entered into that certain Second Amended and Restated Asset
Purchase Agreement dated as of July 31, 2026 (the “Purchase Agreement”),
whereby Assignee has agreed to acquire all of the Assignor’s right, title and
interest in and to substantially all of the tangible and intangible assets of
the Assignor used in and related to the operations of the special servicing
division of Assignor and the business of commercial loan special servicing.
B.
Assignor
is the named special servicer under each of the pooling and servicing
agreements or servicing agreements (collectively, the “Servicing
Agreements” and individually, a “Servicing Agreement”)
governing the commercial mortgage securitizations listed and described on Exhibit
A attached hereto and made a part hereof.
C.
As
the named special servicer under each Servicing Agreement, Assignor is the
special servicer for all loans serviced under each Servicing Agreement,
specifically including, without limitation, all loans subject to the co-lender
agreements, agreements among noteholders and intercreditor agreements
(collectively, the “Co-Lender Agreements”) listed and described
on Exhibit B attached hereto and made a part hereof.
D.
On
the terms provided for herein, Assignor wishes to assign to Assignee all of
Assignor’s right, title and interest in and to each Servicing Agreement.
Now, therefore, in consideration of the recitals set
forth above and the mutual covenants and promises of the parties hereto and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
Section
1.
Assignment. Assignor does hereby assign, transfer, and convey to
Assignee, all of Assignor’s right, title and interest in and to each Servicing
Agreement.
Section
2.
Assumption. Assignee hereby assumes and agrees to be bound, from and
after the Effective Date, by all of the obligations, responsibilities, duties
and liabilities of the Special Servicer or General Special Servicer, as
applicable, under each Servicing Agreement and agrees that as of the Effective
Date it will serve as the Special Servicer or General Special Servicer, as
applicable, under each Servicing Agreement, and it makes the same
representations, warranties and covenants required of the Special Servicer or General
Special Servicer, as applicable, in each Servicing Agreement mutatis mutandis
with all references to “Agreement” in the relevant representations, warranties,
and covenants in each Servicing Agreement to include this Assignment and
Assumption in addition to each Servicing Agreement (except substituting, as
applicable, the following to the extent required to avoid inaccuracies: “C-IV
Asset Management LLC, a limited liability company organized under the laws of
the State of Delaware”). Assignee further represents and warrants that it will
have satisfied all eligibility requirements set forth in the Servicing
Agreements within 30 days of the Effective Date.
Section
3.
No Prohibitions; No Consents Required. Assignee hereby affirms
that it is not prohibited from serving as special servicer by any of the
Co-Lender Agreements and no consent of any depositor is required before Assignee
can succeed Assignor as Special Servicer or General Special Servicer, as
applicable, under any Servicing Agreement.
Section
4.
Certification. The Assignee hereby certifies that it
satisfies the applicable qualifications to serve as special servicer set forth
in each of the Co-Lender Agreements.
Section
5.
Notices. Assignee’s address for notices pursuant to each
Servicing Agreement is as follows:
C-IV
Asset Management LLC
5221
N. O'Connor Blvd., Suite 800
Irving, TX
75039
Attn:
Jenna Unell
junell@c4cp.com
With copies to:
Amy Dixon
adixon@c4cp.com
Lawrence Block
lblock@islecap.com
Mark Lande
mlande@islecap.com
In Witness Whereof, each of the parties hereto has
caused this Assignment and Assumption to be executed and delivered by its duly
authorized representative as of the date first above written.
|
Assignor:
|
GREYSTONE
SERVICING COMPANY LLC
By:
/s/ Jeffrey Baevsky________________
Name: Jeffrey Baevsky
Title: Vice President
|
|
|
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IN
WITNESS WHEREOF,
each of the parties hereto has caused this Assignment and Assumption to be
executed and delivered by its duly authorized representative as of the date
first above written.
|
Assignee:
|
C-IV ASSET
MANAGEMENT LLC
By:
/s/ Lawrence S.
Block
Name:
Lawrence S. Block
Title: Managing
Director
|
EXHIBIT A
·
BACM
2006-4
·
BANK
2020-BNK30 (solely with respect to the 605 Third Avenue Mortgage Loan and the
McDonald’s Global HQ Mortgage Loan)
·
BANK
2021-BNK34 (solely with respect to the US Steel Tower Mortgage Loan)
·
BANK
2022-BNK43
·
BANK5
2023-5YR3
·
BMARK
2025-V14
·
BSCMS
2007-PWR15
·
BSCMSI
2006-TOP24
·
CD
2006-CD3
·
CGCMT
2015-GC35
·
CGCMT
2016-C2
·
CGCMT
2016-P3
·
CGCMT
2022-GC48
·
CRBT
2024-Q030
·
CSAIL
2015-C1
·
CSFB
2005-C3
·
FFB
2024-Q031
·
FFB
2025-Q034
·
FFB
2025-Q039
·
FIVE
2023-V1
·
FREMF
2016-KS06
·
FREMF
2020-K737
·
FREMF
2021-KF112
·
FREMF
2021-KF125
·
FRESB
2015-SB1
·
FRESB
2015-SB9
·
FRESB
2016-SB13
·
FRESB
2016-SB15
·
FRESB
2016-SB16
·
FRESB
2016-SB20
·
FRESB
2016-SB24
·
FRESB
2020-SB79
·
FRESB
2021-SB86
·
FRESB
2021-SB90
·
FRTEB
2026-M074
·
JPM
2007-CIBC20
·
JPMCC
2007-LDP11
·
JPMCC
2010-C2
·
MSBAM
2016-C28
·
MSC
2016-BNK2
·
MSC
2016-UB11
·
MSCI
2007-TOP25
·
NFA
2024-1
·
WEB
2024-Q028
·
WFCM
2015-C28
·
WFCM
2016-C36
·
WFCM
2017-RB1
·
WFCM
2019-C51
·
WFRBS
2014-C21
·
WSFHC
2024-1
EXHIBIT B
With respect to BANK 2020-BNK30
·
Intercreditor
Agreement, dated as of November 23, 2020, by and between Morgan Stanley Bank,
N.A., as Note A-1 Holder, Note A-2 Holder, Note A-3 Holder, Note A-4 Holder and
Note A-5 Holder, Sun life Assurance Company of Canada, as Note B-1 Holder, Sun
Life Hong Kong Limited, as Note B-2 Holder and Sun Life Insurance (Canada)
Limited, as Note B-3 Holder, with respect 605 Third Avenue
·
Agreement
Between Noteholders, dated as of October 29, 2020,. By and between Bank of
America, N.A., as Initial Note A-1 Holder, Initial Note A-2 Holder, Initial
Note A-3 Holder, Initial Note A-4 Holder, Initial Note A-5 Holder and Initial
Note A-6 Holder and Bank of America, N.A., as Initial Note B Holder, with
respect to McDonald’s Global HQ
With respect to BANK 2021-BNK34
·
Amended
and Restated Co-Lender Agreement, dated as of June 4, 2021, by and between
Morgan Stanley Bank, N.A., as Note A-1 Holder, Note A-2 Holder, Note A-3-1
Holder, Note A-3-2 Holder and Note A-4 Holder, Liberty Mutual Insurance
Company, as Note B-1 Holder, Peerless Insurance Company, as Note B-2 Holder,
Employers Insurance Company of Wausau, as Note B-3 Holder, Liberty Mutual Fire
Insurance Company, as Note B-4 Holder, The Ohio Casualty Insurance Company, as
Note B-5 Holder and Safeco Insurance Company of America, as Note B-6 Holder,
with respect to US Steel Tower
With respect to BANK 2022-BNK43
- Agreement Between Note Holders, dated
as of July 14, 2022, originally by and between Wells Fargo Bank, National
Association, as Initial Note-A-1 Holder, and Column Financial Inc., as
Initial Note A-2 Holder, with respect to The Boulders Resort
- Agreement Between Note Holders, dated
as of July 19, 2022, originally by and between Wells Fargo Bank, National
Association, as Initial Note-A-1 Holder, and Wells Fargo Bank, National
Association, as Initial Note A-2 Holder, with respect to High Street
- Agreement Between Note Holders, dated
as of July 21, 2022, originally by and between Bank of America, N.A., as
Initial Note-A-1 Holder, JPMorgan Chase Bank, National Association, as
Initial Note A-2 Holder, with respect to Katy Mills
With respect to BANK5 2023-5YR3
- Agreement Between Note Holders, dated
as of June 30, 2023, originally by and between Bank of America, N.A., as
Initial Note A-1-1 Holder, Initial Note A-1-2 Holder, Initial Note A-1-3
Holder, Initial Note A-1-4 Holder and Initial Note A-1-5 Holder, UBS AG,
New York Branch, as Initial Note A-2-1, Initial Note A-2-2, Initial Note
A-2-3, Initial Note A-2-4, Initial Note A-2-5, Initial Note A-2-6, Initial
Note A-2-7, Initial Note A-2-8, Initial Note A-2-9, Initial Note A-2-10
and Initial Note A-2-11, and LMF Commercial LLC, as Initial Note A-3-1
Holder, Initial Note A-3-2 Holder, Initial Note A-3-3 Holder, Initial Note
A-3-4 Holder, Initial Note A-3-5 Holder, Initial Note A-3-6 Holder,
Initial Note A-3-7 Holder and Initial Note A-3-8 Holder, with respect to
11 West 42nd Street
- Agreement Between Note Holders, dated
as of June 14, 2023, originally by and between Bank of America, N.A., as
Initial Note A-1 Holder, Bank of America, N.A., as Initial Note A-2
Holder, and Bank of America, N.A., as Initial Note A-3 Holder, with
respect to 6330 West Loop South
- Agreement Between Note Holders, dated
as of May 25, 2023, originally by and between Morgan Stanley Bank, N.A.,
as Initial Note A-1 Holder, Initial Note A-2-1 Holder, Initial Note A-2-2
Holder and Initial Note A-4 Holder, Bank of Montreal, as Initial Note A-3-1
Holder and Initial Note A-3-2 Holder, Goldman Sachs Bank USA, as Initial
Note A-5 Holder and Initial Note A-6 Holder, and Morgan Stanley Mortgage
Capital Holdings LLC, as Initial Agent, with respect to Heritage Plaza
- Agreement Between Note Holders, dated
as of June 6, 2023, originally by and between Bank of America, N.A., as
Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder
and Initial Note A-4 Holder, and Goldman Sachs Bank USA, as Initial Note A-5
Holder, Initial Note A-6 Holder and Initial Note A-7 Holder, with respect
to Short Pump Town Center
With respect to BMARK 2025-V14
·
Co-Lender
Agreement, dated as of March 17, 2025, originally between DBR Investments Co.
Limited, as Note A-1 Holder, DBR Investments Co. Limited, as Note A-2 Holder,
DBR Investments Co. Limited, as Note A-3 Holder, and DBR Investments Co.
Limited, as Note A-4 Holder, with respect to The Link
·
Agreement
Between Note Holders, dated as of March 6, 2025, originally by and between Citi
Real Estate Funding Inc., as Initial Note A-1 Holder, Citi Real Estate Funding
Inc., as Initial Note A-2 Holder, and Wells Fargo Bank, National Association,
as Initial Note A-3 Holder, with respect to Redmond Town Center
·
Co-Lender
Agreement, dated as of March 17, 2025, originally between German American
Capital Corporation, as Note A-1 Holder, Note A-2 Holder and Note A-3 Holder,
and JPMorgan Chase Bank, National Association, as Note A-4 Holder and Note A-5
Holder, with respect to Las Olas City Centre
With respect to CGCMT 2016-C2:
·
Co-Lender
Agreement, dated as of July 25, 2016, originally by and between Citigroup
Global Markets Realty Corp., as Note A-1 Holder and Note A-2 holder, and
Starwood Mortgage Capital LLC, as Note A-3 Holder and Note A-4 Holder, with
respect to Crocker Park Phase One & Two
With respect to CGCMT 2016-P3:
- Co-Lender Agreement, dated as of
April 1, 2016, originally by and between Citigroup Global Markets Realty
Corp., as Initial Note A-1 Holder, and Citigroup Global Markets Realty
Corp., as Initial Note A-2 Holder, with respect to the 79 Madison Avenue
- Co-Lender Agreement, dated as of
March 31, 2016, originally by and between MacQuarie US Trading LLC d/b/a
Principal Commercial Capital, as Initial Note A-1 Holder, and MacQuarie US
Trading LLC d/b/a Principal Commercial Capital, as Initial Note A-2 Holder,
with respect to Marriott Midwest Portfolio Loan
With respect to CGCMT 2022-GC48
- Co-Lender
Agreement, dated as of May 11, 2022, originally by and among Citi Real
Estate Funding Inc., Wells Fargo Bank, National Association and JPMorgan
Chase Bank, National Association, with respect to 79th Fifth
Avenue
With respect to
CSAIL 2015-C1:
- Co-Lender Agreement, dated as of
March 20, 2015, originally by and among Column Financial Inc., as Initial
Note A-1 Holder, and Column Financial, Inc., as Initial Note A-2 Holder,
with respect to Bay Shore Mall
- Co-Lender Agreement, dated as of
March 20, 2015 originally by and among Column Financial Inc., as Initial
Note Group 1 Holder, Column Financial, Inc., as Initial Note Group 2
Holder, and Column Financial, Inc., as Initial Note Group 3 Holder, with
respect to Westfield Trumbull Mall
With respect to FIVE 2023-V1
- Amended and Restate Co-Lender
Agreement, dated as of April 5, 2023, originally between German American
Capital Corporation, as Note A-1-1 Holder, German American Capital
Corporation, as Note A-1-2 Holder, Computershare Trust Company, N.A., as
Trustee for the benefit of the registered holders of Five 2023-V1 Mortgage
Trust Commercial Mortgage Pass-Through Certificates Series 2023-V1, as
Note A-2 Holder, Computershare Trust Company, N.A., as Trustee for the
benefit of the registered holders of Five 2023-V1 Mortgage Trust
Commercial Mortgage Pass-Through Certificates Series 2023-V1, as Note A-3
Holder and Computershare Trust Company, N.A., as Trustee for the benefit
of the registered holders of Five 2023-V1 Mortgage Trust Commercial
Mortgage Pass-Through Certificates Series 2023-V1, as Note A-4 Holder,
with respect to Sentinel Square II
- Co-Lender Agreement, dated as
of January 10, 2023, originally by and between Bank of Montreal, as
Initial Note A-1 Holder and Bank of Montreal, as Initial Note A-2 Holder, with
respect to Gilardian NYC Portfolio
- Co-Lender Agreement, dated as of
January 10, 2023, originally by and among Citi Real Estate Funding Inc.
and Societe Generale Financial Corporation, with respect to 575 Broadway
- Co-Lender Agreement, dated as of
February 28, 2023, originally between DBR Investments Co. Limited, as Note
A-1 Holder and DBR Investments Co. Limited, as Note A-2 Holder, with
respect to Centers of High Point
With respect to JPMCC 2007-LDP11:
·
Agreement
Between Noteholders, dated as of May 4, 2007, originally by and between
JPMorgan Chase Bank, N.A., as Initial Note A-1 Holder and Greenwich Capital
Financial Products, Inc., as Initial Note A-2 Holder, with respect to Franklin
Mills
With respect to MSBAM 2016-C28:
- Amended and
Restated Agreement Between Note Holders, dated as of April 21, 2016,
originally by and between U.S. Bank National Association, as Trustee for
Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial
Mortgage Pass-Through Certificates, Series 2016-C28, as Note A-1 Holder,
Wells Fargo Bank, National Association, as Trustee for Morgan Stanley
Capital I Trust 2016-UBS9, Commercial Mortgage Pass-Through Certificates,
Series 2016-UBS9, as Note A-2 Holder, Morgan Stanley Bank, N.A., as Note
A-3 Holder, and Morgan Stanley Bank, N.A., as Note A-4 Holder, with
respect to Princeton Pike Corporate Center
With respect to MSC 2016-BNK2
- Agreement Between Note Holders, dated
as of November 3, 2016, originally by and between Wells Fargo Bank,
National Association, as Initial Note A-1-1 Holder, Initial Note A-1-2
Holder and Initial Note A-2 Holder, Bank of America, N.A., as Initial Note
A-3 Holder and Initial Note A-4 Holder, and Barclays Bank PLC, as Initial
Note A-5 Holder, with respect to 101 Hudson St.
- Agreement Between Note Holders, dated
as of September 28, 2016, originally by and between Morgan Stanley Bank,
N.A., as Initial Note A-1 Holder, and Morgan Stanley Bank, N.A., as
Initial Note A-2 Holder, with respect to Harlem USA
With respect to WFCM 2016-C36:
- Agreement Between Note Holders, dated
as of October 13, 2016, originally by and between Barclays Bank PLC, as
Initial Note A-1 Holder, and Barclays Bank PLC, as Initial Note A-2
Holder, with respect to Plaza America I & II
- Agreement Between Note Holders, dated
as of November 3, 2016, originally by and between Wells Fargo Bank,
National Association, as Initial Note A-1 Holder, and Wells Fargo Bank,
National Association, as Initial Note A-2 Holder, with respect to Conrad
Indianapolis
With respect to WFCM 2017-RB1:
- Agreement Between Note Holders, dated
as of February 27, 2017, originally by and between UBS AG, by and through
its branch office at 1285 Avenue of the Americas, New York, New York, as
Initial Note A-1 Holder, UBS AG, by and through its branch office at 1285
Avenue of the Americas, New York, New York, as Initial Note A-2 Holder,
UBS AG, by and through its branch office at 1285 Avenue of the Americas,
New York, New York, as Initial Note A-3 Holder, and UBS AG, by and through
its branch office at 1285 Avenue of the Americas, New York, New York, as
Initial Note A-4 Holder, with respect to Center West
- Agreement Between Note Holders, dated
as of February 27, 2017, originally by and between UBS AG, by and through
its branch office at 1285 Avenue of the Americas, New York, New York, as
Initial Note A-1 Holder, UBS AG, by and through its branch office at 1285
Avenue of the Americas, New York, New York, as Initial Note A-2 Holder,
and UBS AG, by and through its branch office at 1285 Avenue of the
Americas, New York, New York, as Initial Note A-3 Holder, with respect to
Connecticut Financial Center
- Agreement Between Note Holders, dated
as of March 30, 2017, originally by and between Wells Fargo Bank, National
Association, as Initial Note A-1 Holder, and Wells Fargo Bank, National
Association, as Initial Note A-2 Holder, with respect to The Davenport
- Agreement Between Note Holders, dated
as of March 6, 2017, originally by and between Barclays Bank PLC, as
Initial Note A-1 Holder, Barclays Bank PLC, as Initial Note A-2 Holder,
and Barclays Bank PLC, as Initial Note A-3 Holder, with respect to 123
William Street
With respect to WFCM 2019-C51:
- Co-Lender Agreement, dated as of May
1, 2019, originally between Rialto Mortgage Finance, LLC, as Note A-1
Holder, and Rialto Mortgage Finance, LLC, as Note A-2 Holder, with respect
to TKG El Con Center, LLC
- Agreement Between Note Holders, dated
as of August 28, 2019, originally by and among Societe Generale Financial
Corporation, as Initial Note A-1 Holder, Societe Generale Financial
Corporation, as Initial Note A-2 Holder, and Societe Generale Financial Corporation,
as Initial Note A-3 Holder, with respect to ExchangeRight Net Leased
Portfolio 27
- Agreement Between Note Holders, dated
as of July 11, 2019, originally by and between Wells Fargo Bank, National
Association, as Initial Note A-1 Holder, Wells Fargo Bank, National
Association, as Initial Note A-2 Holder, and Wells Fargo Bank, National Association,
as Initial Note A-3 Holder, with respect to Nova Place
- Agreement Between Note Holders, dated
as of July 11, 2019, originally by and between Wells Fargo Bank, National
Association, as Initial Note A-1 Holder, and Wells Fargo Bank, National
Association, as Initial Note A-2 Holder, with respect to 450-460 Park
Avenue South