AGREEMENT BETWEEN NOTE HOLDERS Dated as of October 19, 2017 by and between BARCLAYS BANK PLC (Initial Note A-1 Holder), and BARCLAYS BANK PLC (Initial Note A-2 Holder) ONE CENTURY PLACEAgreement Between Note Holders • December 21st, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C42 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of October 19, 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, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”) and BARCLAYS BANK PLC (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 together with the Initial Note A-1 Holder, the “Initial Note Holders”).
CO-LENDER AGREEMENT Dated as of November 20, 2017 by and between STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-1 Holder) and STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-2 Holder) One Ally CenterCo-Lender Agreement • December 21st, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C42 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of November 20, 2017 by and between STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company (“Starwood” and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”) and STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder” and, together with the Initial Note A-1 Holder, the “Initial Note Holders”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • December 21st, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C42 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of December 12, 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 November 8, 2017 between RIALTO MORTGAGE FINANCE, LLC (Note A-1 Holder) and RIALTO MORTGAGE FINANCE, LLC (Note A-2- Holder)Co-Lender Agreement • December 21st, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C42 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of November 8, 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”).
WELLS FARGO COMMERCIAL MORTGAGE TRUST 2017-C42 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-C42 UNDERWRITING AGREEMENT As of December 12, 2017Underwriting Agreement • December 21st, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C42 • 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-C42, Commercial Mortgage Pass-Through Certificates, Series 2017-C42 (the “Certificates”), in twenty-two (22) 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
GS MORTGAGE SECURITIES CORPORATION II, 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...Pooling and Servicing Agreement • December 21st, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C42 • Asset-backed securities • New York
This Pooling and Servicing Agreement is dated and effective as of November 1, 2017, among GS Mortgage Securities Corporation II, 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 Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • December 21st, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C42 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of December 12, 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”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • December 21st, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C42 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of December 12, 2017, between Starwood Mortgage Funding II 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”).
