AGREEMENT BETWEEN NOTE HOLDERS Dated as of March 30, 2017 by and between BARCLAYS BANK PLC (Initial Note A-1-1 Holder, Initial Note A-1-2 Holder and Initial A-1-3 Holder), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) and BANK OF...Agreement Between Note Holders • October 17th, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C40 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of March 30, 2017, by and between BARCLAYS BANK PLC (“Barclays” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-1, the “Initial Note A-1-1 Holder”, in its capacity as initial owner of Note A-1-2, the “Initial Note A-1-2 Holder”, in its capacity as initial owner of Note A-1-3, the “Initial Note A-1-3 Holder” and in its capacity as the initial agent, the “Initial Agent”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-2, the “Initial Note A-2 Holder”) and BANK OF AMERICA, N.A. (“BofA” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-3, the “Initial Note A-3 Holder” and together with the Initial Note A-1-1 Holder, Initial Note A-1-2 Holder, Initial Note A-1-3 Holder and the Initial Note A-2 Holder, the “Initial Note Holders
CO-LENDER AGREEMENT Dated as of June 1, 2017 by and between CITI REAL ESTATE FUNDING INC. (Initial Note A-1 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-2 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-3 Holder)Co-Lender Agreement • October 17th, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C40 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of June 1, 2017, by and between CITI REAL ESTATE FUNDING INC. (“CREFI” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2, the “Initial Note A-2 Holder”) and CREFI (together with its successors and assigns in interest, in its capacity as owner of Note A-3, the “Initial Note A-3 Holder” and, together with the Initial Note A-1 Holder and the Initial Note A-2 Holder, the “Initial Note Holders”).
WELLS FARGO COMMERCIAL MORTGAGE TRUST 2017-C40 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-C40 UNDERWRITING AGREEMENT As of October 5, 2017Underwriting Agreement • October 17th, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C40 • Asset-backed securities • New York
Wells Fargo Commercial Mortgage Securities, Inc., a North Carolina corporation (the “Depositor”), intends to issue its Wells Fargo Commercial Mortgage Trust 2017-C40, Commercial Mortgage Pass-Through Certificates, Series 2017-C40 (the “Certificates”), in twenty (20) classes and interests (each, a “Class”) as designated in the Prospectus (as defined below). Pursuant to this underwriting agreement (the “Agreement”), the Depositor further proposes to sell to Wells Fargo Securities, LLC (“Wells Fargo Securities”), Barclays Capital Inc. (“Barclays Capital”) and Academy Securities, Inc. (“Academy” and, collectively with Wells Fargo Securities and Barclays Capital, the “Underwriters”, and each, individually, an “Underwriter”) the Certificates set forth in Schedule I hereto (the “Registered Certificates”) in the respective original principal amounts and notional amounts set forth in Schedule I. The Certificates represent in the aggregate the entire beneficial ownership interest in a trust fund
CO-LENDER AGREEMENT Dated as of October 10, 2017 between RIALTO MORTGAGE FINANCE, LLC (Note A-1 Holder) and RIALTO MORTGAGE FINANCE, LLC (Note A-2- Holder)Lender Agreement • October 17th, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C40 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of October 10, 2017, is between RIALTO MORTGAGE FINANCE, LLC, a Delaware limited liability company (“RMF”), having an address at 600 Madison Avenue, 12th Floor, New York, New York 10022, as the holder of Note A-1 (the “Initial Note A-1 Holder”) and RMF, as the holder of Note A-2 (the “Initial Note A-2 Holder”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • October 17th, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C40 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of October 5, 2017, between Rialto Mortgage Finance, LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
CO-LENDER AGREEMENT Dated as of June 29, 2017 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial JPM Note Holder) and BANK OF AMERICA, N.A. (Initial BANA Note Holder) and BARCLAYS BANK PLC (Initial Barclays Note Holder) and DEUTSCHE BANK...Co-Lender Agreement • October 17th, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C40 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of June 29, 2017 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM” and together with its successors and assigns in interest, in its capacity as owner of Notes A-1, A-2, A-9 and A-14 and as the initial owner of Notes A-15 and A-16, the “Initial JPM Note Holder”, and in its capacity as the initial agent, the “Initial Agent”), BANK OF AMERICA, N.A. (“BANA” and together with its successors and assigns in interest, in its capacity as owner of Notes A-3 and A-4, the “Initial BANA Note Holder”), BARCLAYS BANK PLC (“Barclays” and together with its successors and assigns in interest, in its capacity as owner of Notes A-5, A-6 and A-17, the “Initial Barclays Note Holder”), DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY” and together with its successors and assigns in interest, in its capacity as owner of Notes A-7, A-8, A-10, A-11, A-12 and A-13, the “Initial DBNY Note Holder” and, together with the Initial JPM Note Holder, the Initial
CO-LENDER AGREEMENT Dated as of May 12, 2017 by and among BANK OF AMERICA, N.A. (Initial Note 1 Holder) and BARCLAYS BANK PLC (Initial Note 2 Holder) and SOCIÉTÉ GÉNÉRALE (Initial Note 3 Holder) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note...Co-Lender Agreement • October 17th, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C40 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of May 12, 2017, by and among BANK OF AMERICA, N.A. (“BANA” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-1, Note A-1-2, Note A-1-3, Note A-1-4, Note B-1-1, Note B-1-2, Note B-1-3, Note B-1-4, Note C-1, Note D-1 and Note E-1, the “Initial Note 1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), BARCLAYS BANK PLC (“Barclays” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-2-1, Note A-2-2, Note A-2-3, Note A-2-4, Note B-2-1, Note B-2-2, Note B-2-3, Note B-2-4, Note C-2, Note D-2 and Note E-2, the “Initial Note 2 Holder”), SOCIÉTÉ GÉNÉRALE (“SocGen” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-3-1, Note A-3-2, Note A-3-3, Note A-3-4, Note B-3-1, Note B-3-2, Note B-3-3, Note B-3-4, Note C-3, Note D-3 and Note E-3, the “Initial Note 3 Holder”) and WELL
CO-LENDER AGREEMENT Dated as of September 5, 2017 between BANK OF AMERICA, N.A. (Note A-1 Holder and Note A-2 Holder) and CITI REAL ESTATE FUNDING INC. (Note A-3-1 Holder, Note A-3-2 Holder and Note A-4 Holder) and BARCLAYS BANK PLC (Note A-5-1...Co-Lender Agreement • October 17th, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C40 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of September 5, 2017, is between BANK OF AMERICA, N.A., a national banking association (“BANA”), having an address at 214 North Tryon Street, Charlotte, North Carolina 28255, as Note A-1 Holder and Note A-2 Holder, CITI REAL ESTATE FUNDING INC., a New York corporation (“Citi”), having an address at 390 Greenwich Street, New York, New York, as Note A-3-1 Holder, Note A-3-2 Holder and Note A-4 Holder, and BARCLAYS BANK PLC, a public limited company registered in England and Wales (“Barclays”), having an address at 745 Seventh Avenue, New York, New York 10019, as Note A-5-1 Holder, Note A-5-2 Holder, Note A-6 Holder and Note A-7 Holder.
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., Depositor, Wells Fargo Bank, National Association, Master Servicer, KeyBank National Association, Special Servicer, Pentalpha Surveillance LLC, Operating Advisor and Asset Representations Reviewer,...Pooling and Servicing Agreement • October 17th, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C40 • Asset-backed securities • New York
Exhibit G Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • October 17th, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C40 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of October 5, 2017, between Barclays Bank PLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • October 17th, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C40 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of October 5, 2017, between Wells Fargo Bank, National Association, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
