Wells Fargo Commercial Mortgage Trust 2017-C40 8-K Mortgage Loan Purchase Agreement

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): October 17, 2017

Central Index Key Number of the issuing entity: 0001716187

Wells Fargo Commercial Mortgage Trust 2017-C40

(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: 0000740906

Wells Fargo Bank, National Association

Central Index Key Number of the sponsor: 0001592182

Rialto Mortgage Finance, LLC

Central Index Key Number of the sponsor: 0001541214

C-III Commercial Mortgage LLC

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

North Carolina	333-206677-19	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))

Item 8.01. Other Events.

On October 17, 2017, Wells Fargo Commercial Mortgage Securities, Inc. (the “Registrant”) caused the issuance of the Wells Fargo Commercial Mortgage Trust 2017-C40, Commercial Mortgage Pass-Through Certificates, Series 2017-C40 (the “Certificates”), pursuant to a Pooling and Servicing Agreement, attached hereto asExhibit 4.1 and dated as of October 1, 2017 (the “Pooling and Servicing Agreement”), between the Registrant, as depositor, Wells Fargo Bank, National Association, as master servicer, C-III Asset Management LLC, 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. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement.

The Certificates consist of the following classes (each, a “Class”), designated as (i) the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (collectively, the “Publicly Offered Certificates”), (ii) the Class X-D, Class D, Class E, Class F, Class G, Class H, Class J, Class V and Class R Certificates (collectively, the “Privately Offered Certificates”), and (iii) the RR Interest.

The Certificates represent, in the aggregate, the entire beneficial ownership in the Issuing Entity, a common law trust to be formed on or about October 17, 2017 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The Issuing Entity’s primary assets will be a pool of sixty-five (65) commercial, multifamily and manufactured housing community mortgage loans (the “Mortgage Loans”). Certain of the Mortgage Loans were acquired by the Registrant from Barclays Bank PLC (“Barclays”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto asExhibit 99.1 and dated as of October 5, 2017, between the Registrant and Barclays; certain of the Mortgage Loans were acquired by the Registrant from Wells Fargo Bank, National Association (“Wells Fargo”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto asExhibit 99.2 and dated as of October 5, 2017, between the Registrant and Wells Fargo; certain of the Mortgage Loans were acquired by the Registrant from Rialto Mortgage Finance, LLC (“Rialto”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto asExhibit 99.3 and dated as of October 5, 2017, between the Registrant and Rialto; and certain of the Mortgage Loans were acquired by the Registrant from C-III Commercial Mortgage LLC (“C-III”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto asExhibit 99.4 and dated as of October 5, 2017, between the Registrant and C-III.

The assets of the Issuing Entity include several Mortgage Loans each of which is a part of a Whole Loan. Each Whole Loan is governed by a co-lender, intercreditor or similar agreement (each, an “Intercreditor Agreement”) between the holders of the promissory notes comprising such Whole Loan, the terms of which are described under “Description of the Mortgage Pool—The Whole Loans” in the Prospectus described below. Each Intercreditor Agreement is attached as an exhibit hereto as described in the following table. Moreover, certain of such Whole Loans will not be serviced pursuant to the Pooling and Servicing Agreement but will instead be serviced pursuant to a different servicing agreement (each, a “Non-Serviced PSA”). Each such Non-Serviced PSA is attached as an exhibit hereto as described in the following table. For a description of the servicing of the affected Whole Loans under such Non-Serviced PSAs, see “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the Prospectus described below.

Name of Mortgage Loan/Whole Loan	Intercreditor Agreement	Non-Serviced PSA (if any)
225 & 233 Park Avenue South	Exhibit 99.11	Exhibit 99.5
Mall of Louisiana	Exhibit 99.12	Exhibit 99.6
Del Amo Fashion Center	Exhibit 99.13	Exhibit 99.7
Pleasant Prairie Premium Outlets	Exhibit 99.14	Exhibit 99.8
iStar Leased Fee Portfolio	Exhibit 99.15	Exhibit 99.9
Hilton Garden Inn Chicago/North Loop	Exhibit 99.16	N/A
Magnolia Hotel Denver	Exhibit 99.17	Exhibit 99.9
Starwood Capital Group Hotel Portfolio	Exhibit 99.18	Exhibit 99.10
Atrisco Plaza	Exhibit 99.19	(1)

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(1) The subject Whole Loan will be serviced under the Pooling and Servicing Agreement until the securitization of the applicable controlling pari passu companion loan, after which the subject Whole Loan will be serviced pursuant to the pooling and servicing agreement for such securitization. That pooling and servicing agreement will be identified and filed on a Form 8-K following such securitization.

The funds used by the Registrant to pay the purchase price for the Mortgage Loans were derived from the proceeds of (i) the sale of the Publicly Offered Certificates by the Registrant to Wells Fargo Securities, LLC, Barclays Capital Inc. and Academy Securities, Inc. (collectively, the “Dealers”), pursuant to an Underwriting Agreement, attached hereto asExhibit 1.1 and dated as of October 5, 2017, between the Registrant, the Dealers, as underwriters, and Wells Fargo, (ii) the sale of the Privately Offered Certificates by the Registrant to the Dealers, pursuant to a Certificate Purchase Agreement, dated as of October 5, 2017, between the Registrant, the Dealers, as initial purchasers, and Wells Fargo, and (iii) the transfer of the RR Interest by the Registrant to Wells Fargo and Barclays (in such capacity, the “Retaining Parties”), pursuant to an RR Interest Transfer Agreement, dated as of October 6, 2017, between the Registrant and the Retaining Parties. Only the Publicly Offered Certificates were offered to the public. The Privately Offered Certificates and the RR Interest were sold and transferred, as applicable, in transactions exempt from registration under the Securities Act of 1933, as amended.

The Publicly Offered Certificates and the Mortgage Loans are more particularly described in the Prospectus, dated October 6, 2017 and filed with the Securities and Exchange Commission on October 17, 2017. In connection with such Prospectus, the Chief Executive Officer of the Registrant has provided the certification attached hereto asExhibit 36.1 and dated as of the date of the Prospectus.

The Registrant sold all of the Publicly Offered Certificates, having an aggregate certificate balance of $588,021,000, on October 17, 2017. The net proceeds of the offering to the Registrant of the issuance of the Publicly Offered Certificates, after deducting expenses payable by the Registrant of $6,080,762, were approximately $629,041,686. Of the expenses paid by the Registrant, approximately $124,200 were paid directly to affiliates of the Registrant, $1,329,171 in the form of fees were paid to the Underwriters, $470,407 were paid to or for the Underwriters and $4,156,985 were other expenses. All of the foregoing expense amounts are the Registrant’s reasonable estimates of such expenses. No underwriting discounts and commissions or finder’s fees were paid by the Registrant; the Publicly Offered Certificates were offered by the Underwriters for sale to the public in negotiated transactions or otherwise at varying prices determined at the time of sale. The Registrant also sold to the Initial Purchasers on such date the Privately Offered Certificates, having an aggregate certificate balance of $82,089,541, and transferred to the Retaining Parties the RR Interest, having a certificate balance of $35,268,975.86, in each case in private placement transactions exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) of the Act. Further information regarding such sales (including, as to the price per class of Publicly Offered Certificates) is available in the Underwriting Agreement attached asExhibit 1.1 hereto and in the Prospectus referred to above. The related registration statement (file no. 333-206677) was originally declared effective on November 23, 2015.

In connection with the issuance and sale to the Underwriters of the Publicly Offered Certificates, a legal opinion was rendered related to the validity of, and certain federal income tax considerations relating to, the Publicly Offered Certificates, which legal opinion is attached hereto asExhibits 5.1,8.1 and23.1.

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Item 9.01. Financial Statements and Exhibits.

(d)        Exhibits:

1.1 Underwriting Agreement, dated as of October 5, 2017, between Wells Fargo Commercial Mortgage Securities, Inc., Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Barclays Capital Inc. and Academy Securities, Inc.

4.1 Pooling and Servicing Agreement, dated as of October 1, 2017, between Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, C-III Asset Management LLC, 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.

5.1 Legality Opinion of Sidley Austin LLP, dated October 17, 2017.

8.1 Tax and Validity Opinion of Sidley Austin LLP, dated October 17, 2017 (included as part of Exhibit 5.1).

23.1 Consent of Sidley Austin LLP (included as part of Exhibit 5.1).

36.1 Depositor’s Certification for Shelf Offerings of Asset-Backed Securities in respect of that certain Prospectus dated October 6, 2017.

99.1 Mortgage Loan Purchase Agreement, dated as of October 5, 2017, between Wells Fargo Commercial Mortgage Securities, Inc. and Barclays Bank PLC.

99.2 Mortgage Loan Purchase Agreement, dated as of October 5, 2017, between Wells Fargo Commercial Mortgage Securities, Inc. and Wells Fargo Bank, National Association.

99.3 Mortgage Loan Purchase Agreement, dated as of October 5, 2017, between Wells Fargo Commercial Mortgage Securities, Inc. and Rialto Mortgage Finance, LLC.

99.4 Mortgage Loan Purchase Agreement, dated as of October 5, 2017, between Wells Fargo Commercial Mortgage Securities, Inc. and C-III Commercial Mortgage LLC.

99.5 Pooling and Servicing Agreement, dated as of August 1, 2017, between 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.

99.6 Pooling and Servicing Agreement, dated as of September 1, 2017, between Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, Rialto Capital Advisors, LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB 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.

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99.7 Trust and Servicing Agreement, dated as of June 20, 2017, between Banc of America Merrill Lynch Large Loan, Inc., as depositor, KeyBank National Association, as servicer, Cohen Financial, a Division of SunTrust Bank, 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.

99.8 Pooling and Servicing Agreement, dated as of September 1, 2017, between Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, KeyBank National Association, as special servicer, Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, Citibank, N.A., as certificate administrator, and Wilmington Trust, National Association, as trustee.

99.9 Pooling and Servicing Agreement, dated as of June 1, 2017, between Morgan Stanley Capital I Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Trimont Real Estate Advisors, LLC, as operating advisor and as asset representations reviewer.

99.10 Pooling and Servicing Agreement, dated as of June 1, 2017, between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer, Wells Fargo Bank, National Association, as trustee and as certificate administrator, paying agent and custodian, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer.

99.11 Agreement Between Note Holders, dated as of June 27, 2017, by and between Barclays Bank PLC as initial note A-1 holder, initial note A-2 holder, initial note A-3 holder and initial note A-4 holder, relating to the 225 & 233 Park Avenue South Whole Loan.

99.12 Co-Lender Agreement, dated as of September 5, 2017, by and between Bank of America, N.A., as note A-1 holder and note A-2 holder, Citi Real Estate Funding Inc., as note A-3-1 holder, note A-3-2 holder and note A-4 holder, and Barclays Bank PLC, as note A-5-1 holder, note A-5-2 holder, note A-6 holder and note A-7 holder, relating to the Mall of Louisiana Whole Loan.

99.13 Co-Lender Agreement, dated as of May 12, 2017, by and among Bank of America, N.A., as initial note 1 holder, Barclays Bank PLC, as initial note 2 holder, Société Générale, as initial note 3 holder, and Wells Fargo Bank, National Association, as initial note 4 holder, relating to the Del Amo Fashion Center Whole Loan.

99.14 Co-Lender Agreement, dated as of September 19, 2017, by and between Citi Real Estate Funding Inc., as initial note A-1 holder and initial note A-2 holder, Wells Fargo Bank, National Association, as initial note A-3 holder and initial note A-4 holder, relating to the Pleasant Prairie Premium Outlets Whole Loan.

99.15 Agreement Between Note Holders, dated as of March 30, 2017, by and between Barclays Bank PLC, as the initial note A-1-1 holder, initial note A-1-2 holder and initial note A-1-3 holder, JPMorgan Chase Bank, National Association, as initial note A-2 holder, and Bank of America, N.A., as initial note A-3 holder, relating to the iStar Leased Fee Portfolio Whole Loan.

99.16 Agreement Between Note Holders, dated as of June 27, 2017, by and between Wells Fargo Bank, National Association, as initial note A-1 holder and initial note A-2 holder, relating to the Hilton Garden Inn Chicago/North Loop Whole Loan.

99.17 Co-Lender Agreement, dated as of June 1, 2017, by and between Citi Real Estate Funding Inc., as initial note A-1 holder, initial note A-2 holder and initial note A-3 holder, relating to the Magnolia Hotel Denver Whole Loan.

99.18 Co-Lender Agreement, dated as of June 29, 2017, by and between JPMorgan Chase Bank, National Association, as initial JPM note holder, Bank of America, N.A., as initial BANA note holder, Barclays Bank PLC, as initial Barclays note holder, Deutsche Bank AG, New York Branch, as initial DBNY note holder, and Starwood Mortgage Funding II LLC, as Starwood note holder, relating to the Starwood Capital Group Hotel Portfolio Whole Loan.

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99.19 Co-Lender Agreement, dated as of October 10, 2017, by and between Rialto Mortgage Finance, LLC, as note A-1 holder and note A-2 holder, relating to the Atrisco Plaza Shopping Center Whole Loan.

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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/ Anthony J. Sfarra
	Name: Anthony J. Sfarra Title: President

Dated: October 17, 2017

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Exhibit Index

Exhibit No.	Description
1.1	Underwriting Agreement, dated as of October 5, 2017, between Wells Fargo Commercial Mortgage Securities, Inc., Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Barclays Capital Inc. and Academy Securities, Inc.

4.1 Pooling and Servicing Agreement, dated as of October 1, 2017, between Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, C-III Asset Management LLC, 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.

5.1 Legality Opinion of Sidley Austin LLP, dated October 17, 2017.

8.1 Tax and Validity Opinion of Sidley Austin LLP, dated October 17, 2017 (included as part of Exhibit 5.1).

23.1 Consent of Sidley Austin LLP (included as part of Exhibit 5.1).

36.1 Depositor’s Certification for Shelf Offerings of Asset-Backed Securities in respect of that certain Prospectus dated October 6, 2017.

99.1 Mortgage Loan Purchase Agreement, dated as of October 5, 2017, between Wells Fargo Commercial Mortgage Securities, Inc. and Barclays Bank PLC.

99.2 Mortgage Loan Purchase Agreement, dated as of October 5, 2017, between Wells Fargo Commercial Mortgage Securities, Inc. and Wells Fargo Bank, National Association.

99.3 Mortgage Loan Purchase Agreement, dated as of October 5, 2017, between Wells Fargo Commercial Mortgage Securities, Inc. and Rialto Mortgage Finance, LLC.

99.4 Mortgage Loan Purchase Agreement, dated as of October 5, 2017, between Wells Fargo Commercial Mortgage Securities, Inc. and C-III Commercial Mortgage LLC.

99.5 Pooling and Servicing Agreement, dated as of August 1, 2017, between 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.

99.6 Pooling and Servicing Agreement, dated as of September 1, 2017, between Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, Rialto Capital Advisors, LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB 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.

99.7 Trust and Servicing Agreement, dated as of June 20, 2017, between Banc of America Merrill Lynch Large Loan, Inc., as depositor, KeyBank National Association, as servicer, Cohen Financial, a Division of SunTrust Bank, 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.

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99.8 Pooling and Servicing Agreement, dated as of September 1, 2017, between Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, KeyBank National Association, as special servicer, Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, Citibank, N.A., as certificate administrator, and Wilmington Trust, National Association, as trustee.

99.9 Pooling and Servicing Agreement, dated as of June 1, 2017, between Morgan Stanley Capital I Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Trimont Real Estate Advisors, LLC, as operating advisor and as asset representations reviewer.

99.10 Pooling and Servicing Agreement, dated as of June 1, 2017, between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer, Wells Fargo Bank, National Association, as trustee and as certificate administrator, paying agent and custodian, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer.

99.11 Agreement Between Note Holders, dated as of June 27, 2017, by and between Barclays Bank PLC as initial note A-1 holder, initial note A-2 holder, initial note A-3 holder and initial note A-4 holder, relating to the 225 & 233 Park Avenue South Whole Loan.

99.12 Co-Lender Agreement, dated as of September 5, 2017, by and between Bank of America, N.A., as note A-1 holder and note A-2 holder, Citi Real Estate Funding Inc., as note A-3-1 holder, note A-3-2 holder and note A-4 holder, and Barclays Bank PLC, as note A-5-1 holder, note A-5-2 holder, note A-6 holder and note A-7 holder, relating to the Mall of Louisiana Whole Loan.

99.13 Co-Lender Agreement, dated as of May 12, 2017, by and among Bank of America, N.A., as initial note 1 holder, Barclays Bank PLC, as initial note 2 holder, Société Générale, as initial note 3 holder, and Wells Fargo Bank, National Association, as initial note 4 holder, relating to the Del Amo Fashion Center Whole Loan.

99.14 Co-Lender Agreement, dated as of September 19, 2017, by and between Citi Real Estate Funding Inc., as initial note A-1 holder and initial note A-2 holder, Wells Fargo Bank, National Association, as initial note A-3 holder and initial note A-4 holder, relating to the Pleasant Prairie Premium Outlets Whole Loan.

99.15 Agreement Between Note Holders, dated as of March 30, 2017, by and between Barclays Bank PLC, as the initial note A-1-1 holder, initial note A-1-2 holder and initial note A-1-3 holder, JPMorgan Chase Bank, National Association, as initial note A-2 holder, and Bank of America, N.A., as initial note A-3 holder, relating to the iStar Leased Fee Portfolio Whole Loan.

99.16 Agreement Between Note Holders, dated as of June 27, 2017, by and between Wells Fargo Bank, National Association, as initial note A-1 holder and initial note A-2 holder, relating to the Hilton Garden Inn Chicago/North Loop Whole Loan.

99.17 Co-Lender Agreement, dated as of June 1, 2017, by and between Citi Real Estate Funding Inc., as initial note A-1 holder, initial note A-2 holder and initial note A-3 holder, relating to the Magnolia Hotel Denver Whole Loan.

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99.18 Co-Lender Agreement, dated as of June 29, 2017, by and between JPMorgan Chase Bank, National Association, as initial JPM note holder, Bank of America, N.A., as initial BANA note holder, Barclays Bank PLC, as initial Barclays note holder, Deutsche Bank AG, New York Branch, as initial DBNY note holder, and Starwood Mortgage Funding II LLC, as Starwood note holder, relating to the Starwood Capital Group Hotel Portfolio Whole Loan.

99.19 Co-Lender Agreement, dated as of October 10, 2017, by and between Rialto Mortgage Finance, LLC, as note A-1 holder and note A-2 holder, relating to the Atrisco Plaza Shopping Center Whole Loan.

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