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EX-4.1 - POOLING AND SERVICING AGREEMENT, DATED AS OF AUGUST 1, 2017 - Wells Fargo Commercial Mortgage Trust 2017-C38exh4-1psa.htm

 

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: August 22, 2017
(Date of earliest event reported)

 

Wells Fargo Commercial Mortgage Trust 2017-C38
(Central Index Key Number 0001707817)

(Exact name of issuing entity)

 

Barclays Bank PLC
(Central Index Key Number 0000312070)

Wells Fargo Bank, National Association
(Central Index Key Number 0000740906)

Rialto Mortgage Finance, LLC
(Central Index Key Number 0001592182)

C-III Commercial Mortgage LLC
(Central Index Key Number 0001541214)

UBS AG
(Central Index Key Number 0001685185)

(Exact name of sponsor as specified in its charter)

 

Wells Fargo Commercial Mortgage Securities, Inc.
(Central Index Key Number 0000850779)

(Exact name of registrant as specified in its charter)

 

North Carolina 333-206677-16       56-1643598
(State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification No.)

       

301 South College Street  
Charlotte, North Carolina 28288-1066
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code        (704) 374-6161

 

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))

 

  
 
Item 1.01.Entry into a Material Definitive Agreement.

On July 13, 2017, Wells Fargo Commercial Mortgage Securities, Inc. (the “Depositor”) caused the issuance, pursuant to a pooling and servicing agreement, dated as of July 1, 2017 (the “Pooling and Servicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as depositor (the “Registrant”), Wells Fargo Bank, National Association, as master servicer, KeyBank National Association, as special servicer, Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, Wells Fargo Bank, National Association, as certificate administrator, and Wilmington Trust, National Association, as trustee, of Wells Fargo Commercial Mortgage Trust 2017-C38, Commercial Mortgage Pass-Through Certificates, Series 2017-C38. The Certificates represent, in the aggregate, the entire beneficial ownership in the WFCM Commercial Mortgage Securities Trust 2017-C38 (the “Issuing Entity”), a common law trust fund formed under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The assets of the Issuing Entity consist primarily of 76 fixed-rate commercial mortgage loans (the “Mortgage Loans”) secured by first liens on 210 commercial, multifamily and manufactured housing properties.

The Mortgage Loan identified as “225 & 233 Park Avenue South” on Exhibit B to the Pooling and Servicing Agreement (the “225 & 233 Park Avenue South Mortgage Loan”), which is an asset of the Issuing Entity, is part of a whole loan (the “225 & 233 Park Avenue South Whole Loan”) that includes such Mortgage Loan and one or more pari passu companion loans that is not an asset of the Issuing Entity. The 225 & 233 Park Avenue South Whole Loan is being serviced and administered pursuant to a pooling and servicing agreement, dated as of August 1, 2017 and as to which an executed version is attached hereto as Exhibit 4.1 (the “WFCM 2017-C39 Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer (the “WFCM 2017-C39 Special Servicer”), Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Trimont Real Estate Advisors, LLC, as operating advisor and as asset representations reviewer (the “WFCM 2017-C39 Operating Advisor”), relating to the WFCM 2017-C39 securitization transaction into which the related controlling companion loan is deposited.

The terms and conditions of the WFCM 2017-C39 Pooling and Servicing Agreement applicable to the servicing of the 225 & 233 Park Avenue South 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 August 22, 2017; provided, the WFCM 2017-C39 Operating Advisor will not be required to (i) generally review the actions of the WFCM 2017-C39 Special Servicer with respect to any specially serviced mortgage loans, (ii) prepare annual reports regarding any specially serviced mortgage loans prior to the occurrence and continuance of a control termination event under the WFCM 2017-C39 Pooling and Servicing Agreement, (iii) upon determining that (a) the WFCM 2017-C39 Special Servicer is not adequately performing its duties under the WFCM 2017-C39 Pooling and Servicing Agreement or otherwise not acting in accordance with the relevant servicing standard and (b) the replacement of the WFCM 2017-C39 Special Servicer would be in the best interests of the WFCM 2017-C39 certificateholders as a collective whole, recommend the replacement of the WFCM 2017-C39 Special Servicer or (iv) consult with the WFCM 2017-C39 Special Servicer prior to the occurrence of a control termination event under the WFCM 2017-C39 Pooling and Servicing Agreement.

  
 

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits

 

Exhibit No. Description
   
Exhibit 4.1 Pooling and Servicing Agreement, dated as of August 1, 2017, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Trimont Real Estate Advisors, LLC, as operating advisor and as asset representations reviewer.

  

  
 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: August 24, 2017 WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC.
  (Registrant)
   
  By:  /s/ Anthony J. Sfarra
    Name: Anthony J. Sfarra
Title: President

 

 

  
 

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 August 1, 2017, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Trimont Real Estate Advisors, LLC, as operating advisor and as asset representations reviewer.  

 

(E)