8-K 1 n1226_8k-x24.htm FORM 8-K

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: June 21, 2018
(Date of earliest event reported)

 

UBS Commercial Mortgage Trust 2018-C10

(Central Index Key Number 0001736862)

(Exact name of issuing entity)

 

UBS AG

(Central Index Key Number 0001685185)

Société Générale

(Central Index Key Number 0001238163)

Cantor Commercial Real Estate Lending, L.P.

(Central Index Key Number 0001558761)

KeyBank National Association

(Central Index Key Number 0001089877)

Ladder Capital Finance LLC

(Central Index Key Number 0001541468)

CIBC Inc.

(Central Index Key Number 0001548567)

(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 333-207340-11 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.

On May 31, 2018, UBS Commercial Mortgage Securitization Corp. (the “Depositor”) caused the issuance, pursuant to a pooling and servicing agreement, dated as of May 1, 2018 (the “Pooling and Servicing Agreement”), among UBS Commercial Mortgage Securitization Corp. (the “Registrant”), as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, 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, of UBS Commercial Mortgage Trust 2018-C10, Commercial Mortgage Pass-Through Certificates, Series 2018-C10 (the “Certificates”).

The Mortgage Loans identified as the Hilton Branson Convention Center Mortgage Loan and the Hilton Branson Promenade Mortgage Loan in the Pooling and Servicing Agreement, which are assets of the Issuing Entity, are each part of a whole loan (the “Hilton Branson Whole Loans”) that also include additional pari passu promissory notes that are not assets of the Issuing Entity. The Hilton Branson Whole Loans are being serviced and administered pursuant to a pooling and servicing agreement, dated as of June 1, 2018 (the “CGCMT 2018-C5 Pooling and Servicing Agreement”) by and among Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, KeyBank National Association, as special servicer, Citibank, N.A., as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, relating to the CGCMT 2018-C5 securitization transaction into which the controlling companion loan is deposited.

The terms and conditions of the CGCMT 2018-C5 Pooling and Servicing Agreement applicable to the servicing of the Hilton Branson Convention Center Mortgage Loan and the Hilton Branson Promenade 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 May 31, 2018; provided that under the CGCMT 2018-C5 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. The CGCMT 2018-C5 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 June 1, 2018, by and among Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, KeyBank National Association, as special servicer, Citibank, N.A., as certificate administrator, Wilmington Trust, National Association, 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: August 3, 2018UBS 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 June 1, 2018, by and among Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, KeyBank National Association, as special servicer, Citibank, N.A., as certificate administrator, Wilmington Trust, National Association, as trustee and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer. (E)