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EX-99.1 - POOLING AND SERVICING AGREEMENT, DATED AS OF DECEMBER 1, 2017 - Wells Fargo Commercial Mortgage Trust 2017-C42exh99-1psahr2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________________

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): December 22, 2017

 

Central Index Key Number of the issuing entity: 0001723291

Wells Fargo Commercial Mortgage Trust 2017-C42

(Exact name of Issuing Entity)

 

Central Index Key Number of the depositor: 0000850779

Wells Fargo Commercial Mortgage Securities, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Central Index Key Number of the sponsor: 0000312070

Barclays Bank PLC

Central Index Key Number of the sponsor: 0001682523

Starwood Mortgage Funding II LLC

Central Index Key Number of the sponsor: 0000740906

Wells Fargo Bank, National Association

Central Index Key Number of the sponsor: 0001592182

Rialto Mortgage Finance, LLC

(Exact Names of the Sponsors as Specified in their Charters)

 

North Carolina 333-206677-21 56-1643598
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. 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 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))
 

 

 

Section 1. Registrant’s Business and Operations.

Item 1.01          Entry into a Material Definitive Agreement.

On December 21, 2017, a series of mortgage pass-through certificates, entitled Wells Fargo Commercial Mortgage Trust 2017-C42, Commercial Mortgage Pass-Through Certificates, Series 2017-C42 (the “Certificates”), was issued by Wells Fargo Commercial Mortgage Trust 2017-C42 (the “Issuing Entity”), pursuant to a Pooling and Servicing Agreement, dated as of December 1, 2017 (the “Pooling and Servicing Agreement”), between Wells Fargo Commercial Mortgage Securities, Inc. (the “Registrant”), 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 Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement.

The Mortgage Loan identified as “150 West Jefferson” on Exhibit B to the Pooling and Servicing Agreement (the “150 West Jefferson Mortgage Loan”), which is an asset of the Issuing Entity, is part of a pari passu whole loan (the “150 West Jefferson Whole Loan”) that includes the 150 West Jefferson Mortgage Loan and one other pari passu loan, which is not an asset of the Issuing Entity (the “150 West Jefferson Pari Passu Companion Loan”). The Pooling and Servicing Agreement provides that the 150 West Jefferson Whole Loan is to be serviced and administered (i) until the securitization of the 150 West Jefferson Pari Passu Companion Loan, under the Pooling and Servicing Agreement, and (ii) from and after the securitization of the 150 West Jefferson Pari Passu Companion Loan, under the pooling and servicing agreement entered into in connection with that securitization.

On December 22, 2017, the 150 West Jefferson Pari Passu Companion Loan was securitized pursuant to the MSC 2017-HR2 securitization transaction. As of such date, the 150 West Jefferson Whole Loan, including the 150 West Jefferson Mortgage Loan, is being serviced and administered under the Pooling and Servicing Agreement, dated as of December 22, 2017 (the “MSC 2017-HR2 Pooling and Servicing Agreement”), between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Non-Serviced Master Servicer”), LNR Partners, LLC, as special servicer (in such capacity, the “Non-Serviced 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 (in such capacity, the “Non-Serviced Operating Advisor”) and asset representations reviewer. The MSC 2017-HR2 Pooling and Servicing Agreement is attached hereto as Exhibit 99.1.

The terms and conditions of the MSC 2017-HR2 Pooling and Servicing Agreement applicable to the servicing of the 150 West Jefferson 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 December 21, 2017 (the “Prospectus”), however the servicing arrangements under such agreements will differ in certain respects, including the items set forth under “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans—General” in the Prospectus and the following:

The primary servicing fee payable to the related Non-Serviced Master Servicer under the MSC 2017-HR2 Pooling and Servicing Agreement will be at a rate of 0.05% per annum (which will be paid in connection with such Non-Serviced Master Servicer’s primary servicing obligations for the 150 West Jefferson Whole Loan).
The special servicing fee payable to the related Non-Serviced Special Servicer under the MSC 2017-HR2 Pooling and Servicing Agreement with respect to the 150 West Jefferson Whole Loan if it is a specially serviced loan thereunder will be at a rate of (a) 0.25000% per annum; and (b) if the rate in clause (a) would result in a Special Servicing Fee that would be less than $3,500 in any given month, then the Special Servicing Fee Rate for such month will be a rate equal to such higher rate as would result in a Special Servicing Fee equal to $3,500 for such month.
The workout fee payable to the related Non-Serviced Special Servicer under the MSC 2017-HR2 Pooling and Servicing Agreement with respect to the 150 West Jefferson Whole Loan if it is a corrected loan thereunder will be 1.00% of each collection (other than penalty charges and excess
2 

 

 

 

interest) of interest and principal at maturity or on the anticipated repayment date received thereon; provided, however, that in the event the workout fee collected over the course of such workout calculated at such rate is less than $25,000, then the related Non-Serviced Special Servicer will be entitled to an amount from the final payment on the related Corrected Loan (including any related Serviced Companion Loan) that would result in the total workout fees payable to the related Non-Serviced Special Servicer in respect of the corrected 150 West Jefferson Whole Loan equal to $25,000.

The liquidation fee payable to the related Non-Serviced Master Servicer or Non-Serviced Special Servicer, as applicable, under the MSC 2017-HR2 Pooling and Servicing Agreement with respect to the 150 West Jefferson Whole Loan will be at a rate equal to 1.00%; provided that if such rate would result in an aggregate liquidation fee less than $25,000, then the rate will be equal to such higher rate as would result in an aggregate liquidation fee equal to $25,000.
The workout fees and liquidation fees payable to the Non-Serviced Special Servicer under the MSC 2017-HR2 Pooling and Servicing Agreement with respect to the 150 West Jefferson Whole Loan are subject to an aggregate cap of $1,000,000.
The MSC 2017-HR2 Pooling and Servicing Agreement does not provide for a risk retention consultation party with associated consultation rights in relation to certain servicing decisions related to the 150 West Jefferson Whole Loan.
The powers and duties of the Non-Serviced Operating Advisor under the MSC 2017-HR2 Pooling and Servicing Agreement differ in certain respects from those of the operating advisor under the Pooling and Servicing Agreement.

Section 9.  Financial Statements and Exhibits.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits.
  99.1 Pooling and Servicing Agreement, dated as of December 1, 2017, between Morgan Stanley Capital I 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 Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer.

 

 

 

SIGNATURES

 

 

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.

 

  WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC.
     
  By:  /s/ Lee Green
    Name: Lee Green
    Title:   Director

 

 

 

Dated: December 29, 2017

 

 

 

 

WFCM 2017-C42 – 8-K (150 West Jefferson Servicing Shift)

 

 

 

 

 

Exhibit Index

Exhibit No. Description
99.1 Pooling and Servicing Agreement, dated as of December 1, 2017, between Morgan Stanley Capital I 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 Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer.