AGREEMENT BETWEEN NOTE HOLDERS Dated as of July 13, 2017 by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) 2851 JunctionAgreement Between Note Holders • July 13th, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C38 • Asset-backed securities • New York
CO-LENDER AGREEMENT Dated as of June 6, 2017 by and between GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-1 Holder) and BARCLAYS BANK PLC (Initial Note A-2 Holder) Long Island Prime Portfolio - Melville PoolCo-Lender Agreement • July 13th, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C38 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of June 6, 2017 by and between GOLDMAN SACHS MORTGAGE COMPANY (“GSMC” 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 BARCLAYS BANK PLC (“Barclays” and 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 • July 13th, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C38 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of June 27, 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 8, 2017 among RIALTO MORTGAGE FINANCE, LLC (Note A-1 Holder) and RIALTO MORTGAGE FINANCE, LLC (Note A-2-A Holder) and RIALTO MORTGAGE FINANCE, LLC (Note A-2-B Holder)Co-Lender Agreement • July 13th, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C38 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of June 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”), RMF, as the holder of Note A-2-A (the “Initial Note A-2-A Holder”) and RMF, as the holder of Note A-2-B (the “Initial Note A-2-B Holder”).
WELLS FARGO COMMERCIAL MORTGAGE TRUST 2017-C38 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-C38 UNDERWRITING AGREEMENT As of June 27, 2017Underwriting Agreement • July 13th, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C38 • 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-C38, Commercial Mortgage Pass-Through Certificates, Series 2017-C38 (the “Certificates”), in nineteen (19) 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”), UBS Securities LLC (“UBS Securities”), Deutsche Bank Securities Inc. (“DBSI”) and Academy Securities, Inc. (“Academy” and, collectively with Wells Fargo Securities, Barclays Capital, UBS Securities and DBSI, 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
CO-LENDER AGREEMENT Dated as of May 30, 2017 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION NATIXIS REAL ESTATE CAPITAL LLC SOCIÉTÉ GÉNÉRALE DEUTSCHE BANK, AG, NEW YORK BRANCH and BARCLAYS BANK PLC 245 Park AvenueCo-Lender Agreement • July 13th, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C38 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of May 30, 2017, by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-A, Note A-2-A-1, Note A-2-A-2, Note A-2-A-3, Note A-2-A-4 and Note B-1, the “Initial Note 1 Holder”, and in its capacity as the initial agent, the “Initial Agent”); NATIXIS REAL ESTATE CAPITAL LLC (“NREC” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-B, Note A-2-B-1, Note A-2-B-2, Note A-2-B-3 and Note B-2, the “Initial Note 2 Holder”); DEUTSCHE BANK, AG, NEW YORK BRANCH (“DBNY” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-C, Note A-2-C-1, Note A-2-C-2 and Note B-3, the “Initial Note 3 Holder”); SOCIÉTÉ GÉNÉRALE (“SG” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-D, Note A-2-D-1, Note
AMENDED AND RESTATED AGREEMENT AMONG NOTEHOLDERS Dated as of July 13, 2017 by and among WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF UBS COMMERCIAL MORTGAGE TRUST 2017-C1, COMMERCIAL MORTGAGE...Agreement Among Noteholders • July 13th, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C38 • Asset-backed securities • New York
THIS AMENDED AND RESTATED AGREEMENT AMONG NOTEHOLDERS (with the exhibits and schedules hereto and all amendments and modifications hereof and supplements hereto, this “Agreement”), dated as of July 13, 2017 by and among WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF UBS COMMERCIAL MORTGAGE TRUST 2017-C1, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-C1, together with its successors and assigns in interest, in its capacity as the owner of Note A-1 (as defined herein), the “Note A-1 Holder”), UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG, New York Branch,” together with its successors and assigns in interest, in its capacity as the initial owner of Note A-2 (as defined herein), the “Initial Note A-2 Holder”), UBS AG, New York Branch, together with its successors and assigns in interest, in its capacity as the initial owner of Note A-3 (as defined herein), the “Initial Not
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • July 13th, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C38 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of June 27, 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”).
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 • July 13th, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C38 • 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...Lender Agreement • July 13th, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C38 • 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
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • July 13th, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C38 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of June 27, 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 • July 13th, 2017 • Wells Fargo Commercial Mortgage Trust 2017-C38 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of June 27, 2017, between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, 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”).
