Morgan Stanley Capital I 424B2 Prospectus for primary offering

FILED PURSUANT TO RULE 424(b)(2)

REGISTRATION FILE NO.: 333-206582-14

PROSPECTUS

$576,153,000 (Approximate)

BANK 2018-BNK11
(Central Index Key Number 0001731627)

as Issuing Entity

Morgan Stanley Capital I Inc.
(Central Index Key Number 0001547361)

as Depositor

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

Bank of America, National Association
(Central Index Key Number 0001102113)

Morgan Stanley Mortgage Capital Holdings LLC
(Central Index Key Number 0001541557)

National Cooperative Bank, N.A.
(Central Index Key Number 0001577313)

as Sponsors and Mortgage Loan Sellers

Commercial Mortgage Pass-Through Certificates, Series 2018-BNK11

Morgan Stanley Capital I Inc. is offering certain classes of the Commercial Mortgage Pass-Through Certificates, Series 2018-BNK11 consisting of the certificate classes identified in the table below. The certificates being offered by this prospectus (and the non-offered Class X-D, Class X-E, Class D, Class E, Class F, Class G, Class V and Class R certificates and the RR Interest) represent the beneficial ownership interests in the issuing entity, which will be a New York common law trust named BANK 2018-BNK11. The assets of the issuing entity will primarily consist of a pool of fixed rate commercial mortgage loans, which are generally the sole source of payments on the certificates. Credit enhancement will be provided solely by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described under “Description of the Certificates—Subordination; Allocation of Realized Losses”. Each class of certificates will be entitled to receive monthly distributions of interest and/or principal on the 4th business day following the 11th day of each month (or if the 11th day is not a business day, the next business day), commencing in May 2018. The rated final distribution date for the certificates is the distribution date in March 2061.

Class	Approximate Initial Certificate Balance or Notional Amount(1)			Approximate Initial Pass-Through Rate	Pass-Through Rate Description	Assumed Final Distribution Date(3)
Class A-1	$	21,300,000		2.9630%	Fixed(5)	April 2023
Class A-SB	$	31,500,000		4.0100%	Fixed(5)	January 2028
Class A-2	$	195,000,000		3.7840%	Fixed(5)	March 2028
Class A-3	$	209,853,000		4.0460%	WAC Cap(6)	April 2028
Class X-A	$	457,653,000	(7)	0.5050%	Variable(8)	NAP
Class X-B	$	88,262,000	(9)	0.0688%	Variable(10)	NAP
Class A-S	$	38,410,000		4.2660%	WAC Cap(6)	April 2028
Class B	$	49,852,000		4.3575%	WAC – 0.0290%(11)	April 2028
Class C	$	30,238,000		4.3865%	WAC(12)	April 2028

(Footnotes to this table begin on page 3)

You should carefully consider the risk factors beginning on page 61 of this prospectus.

Neither the certificates nor the mortgage loans are insured or guaranteed by any governmental agency, instrumentality or private issuer or any other person or entity.

The certificates will represent interests in the issuing entity only. They will not represent interests in or obligations of the sponsors, depositor, any of their affiliates or any other entity. 

The United States Securities and Exchange Commission and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Morgan Stanley Capital I Inc. will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association.

The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended, contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity will not be relying upon Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act as a basis for not registering under the Investment Company Act. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act (both as defined in this prospectus).

The underwriters, Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Academy Securities, Inc. and Drexel Hamilton, LLC, will purchase the offered certificates from Morgan Stanley Capital I Inc. and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as co-lead managers and joint bookrunners in the following manner: Morgan Stanley & Co. LLC is acting as sole bookrunning manager with respect to 17.0% of each class of offered certificates, Wells Fargo Securities, LLC is acting as sole bookrunning manager with respect to 51.9% of each class of offered certificates and Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as sole bookrunning manager with respect to 31.2% of each class of offered certificates. Academy Securities, Inc. and Drexel Hamilton, LLC are acting as co-managers.

The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, S.A. and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about April 26, 2018. Morgan Stanley Capital I Inc. expects to receive from this offering approximately 105.3% of the aggregate certificate balance of the offered certificates, plus accrued interest from April 1, 2018, before deducting expenses payable by the depositor.

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee(2)
Commercial Mortgage Pass-Through Certificates	$576,153,000	100%	$576,153,000	$71,731.05

⁽¹⁾ Estimated solely for the purpose of calculating the registration fee.

⁽²⁾ Calculated according to Rule 457(s) of the Securities Act of 1933.

Morgan Stanley	BofA Merrill Lynch	Wells Fargo Securities
Co-Lead Manager and Joint Bookrunner	Co-Lead Manager and Joint Bookrunner	Co-Lead Manager and Joint Bookrunner
Academy Securities, Inc. Co-Manager		Drexel Hamilton Co-Manager

April 16, 2018

Summary of Certificates

Class or Interest	Approx. Initial Certificate Balance or Notional Amount(1)			Approx. Initial Credit Support(2)	Approx. Initial Pass-Through Rate	Pass-Through Rate Description	Assumed Final Distribution Date(3)	Weighted Average Life (Years)(4)	Expected Principal Window (Months)(4)
Offered Certificates
Class A-1	$	21,300,000		30.000%	2.9630%	Fixed(5)	April 2023	2.76	1 – 60
Class A-SB	$	31,500,000		30.000%	4.0100%	Fixed(5)	January 2028	7.47	60 – 117
Class A-2	$	195,000,000		30.000%	3.7840%	Fixed(5)	March 2028	9.81	117 – 119
Class A-3	$	209,853,000		30.000%	4.0460%	WAC Cap(6)	April 2028	9.89	119 – 120
Class X-A	$	457,653,000	(7)	NAP	0.5050%	Variable(8)	NAP	NAP	NAP
Class X-B	$	88,262,000	(9)	NAP	0.0688%	Variable(10)	NAP	NAP	NAP
Class A-S	$	38,410,000		24.125%	4.2660%	WAC Cap(6)	April 2028	9.97	120 – 120
Class B	$	49,852,000		16.500%	4.3575%	WAC – 0.0290%(11)	April 2028	9.97	120 – 120
Class C	$	30,238,000		11.875%	4.3865%	WAC(12)	April 2028	9.97	120 – 120
Non-Offered Certificates
Class X-D	$	34,324,000	(13)	NAP	1.3865%	Variable(14)	NAP	NAP	NAP
Class X-E	$	13,893,000	(13)	NAP	1.3865%	Variable(14)	NAP	NAP	NAP
Class D	$	34,324,000		6.625%	3.0000%	Fixed(5)	April 2028	9.97	120 – 120
Class E	$	13,893,000		4.500%	3.0000%	Fixed(5)	April 2028	9.97	120 – 120
Class F	$	8,172,000		3.250%	4.3865%	WAC(12)	April 2028	9.97	120 – 120
Class G	$	21,248,658		0.000%	4.3865%	WAC(12)	April 2028	9.97	120 – 120
Class V(15)		NAP		NAP	NAP	NAP	NAP	NAP	NAP
Class R(16)		NAP		NAP	NAP	NAP	NAP	NAP	NAP
Non-Offered Eligible Vertical Interest
RR Interest	$	34,410,034.68		NAP	4.3865%	(17)	April 2028	9.54	1 – 120

⁽¹⁾ Approximate, subject to a permitted variance of plus or minus 5% and further subject to the discussion in footnote (6) below.

⁽²⁾ The approximate initial credit support percentages set forth for the certificates are approximate and, for the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates, are represented in the aggregate. The RR Interest provides credit support only to the limited extent that it is allocated a portion of any losses incurred on the underlying mortgage loans, which such losses are allocated between it, on the one hand, and the non-retained certificates, on the other hand,pro rata in accordance with their respective percentage allocation entitlements. See “Credit Risk Retention”.

⁽³⁾ The assumed final distribution dates set forth in this prospectus have been determined on the basis of the assumptions described in “Description of the Certificates—Assumed Final Distribution Date; Rated Final Distribution Date”.

⁽⁴⁾ The weighted average life and expected principal window during which distributions of principal would be received as set forth in the foregoing table with respect to each class of certificates having a certificate balance are based on the assumptions set forth under “Yield and Maturity Considerations—Weighted Average Life” and on the assumptions that there are no prepayments, modifications or losses in respect of the mortgage loans and that there are no extensions or forbearances of maturity dates or anticipated repayment dates of the mortgage loans.

⁽⁵⁾ The pass-through rate for each class of the Class A-1, Class A-SB, Class A-2, Class D and Class E certificates will be a fixed rateper annum equal to the pass-through rate set forth opposite such class of certificates in the table.

⁽⁶⁾ The pass-through rate for each class of the Class A-3 and Class A-S certificates will be a variable rateper annum equal to the lesser of (a) the pass-through rate set forth opposite such class of certificates in the table and (b) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.

⁽⁷⁾ The Class X-A certificates are notional amount certificates. The notional amount of the Class X-A certificates will be equal to the aggregate certificate balance of the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates outstanding from time to time. The Class X-A certificates will not be entitled to distributions of principal.

⁽⁸⁾ The pass-through rate for the Class X-A certificates for any distribution date will be aper annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the weighted average of the pass-through rates on the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates for the related distribution date, weighted on the basis of their respective aggregate certificate balances outstanding immediately prior to that distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.

⁽⁹⁾ The Class X-B certificates are notional amount certificates. The notional amount of the Class X-B certificates will be equal to the aggregate certificate balance of the Class A-S and Class B certificates outstanding from time to time. The Class X-B certificates will not be entitled to distributions of principal.

⁽¹⁰⁾ The pass-through rate for the Class X-B certificates for any distribution date will be aper annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the weighted average of the pass-through rates on the Class A-S and Class B certificates

3

for the related distribution date, weighted on the basis of their respective aggregate certificate balances outstanding immediately prior to that distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.

⁽¹¹⁾ The pass-through rate for the Class B certificates will be a variable rateper annumequal to the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution dateminus 0.0290%. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.

⁽¹²⁾ The pass-through rate for each class of the Class C, Class F and Class G certificates will be a variable rateper annum equal to the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.

⁽¹³⁾ The Class X-D and Class X-E certificates are notional amount certificates and will not be entitled to distributions of principal. The notional amount of each such class of certificates will be equal to the certificate balance of the class of principal balance certificates that, with the addition of “X-,” has the same alphabetical designation as the subject class of Class X certificates.

⁽¹⁴⁾ The pass-through rate for each class of the Class X-D and Class X-E certificates for any distribution date will be aper annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the pass-through rate for the related distribution date on the class of principal balance certificates that, with the addition of “X-,” has the same alphabetical designation as the subject class of Class X certificates. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.

⁽¹⁵⁾ The Class V certificates will not have a certificate balance, notional amount, credit support, pass-through rate, assumed final distribution date, rated final distribution date or rating. The Class V certificates will only be entitled to a specified portion of distributions of excess interest accrued on the mortgage loans with an anticipated repayment date. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—ARD Loans” in this prospectus.

⁽¹⁶⁾ The Class R certificates will not have a certificate balance, notional amount, credit support, pass-through rate, assumed final distribution date, rated final distribution date or rating. The Class R certificates represent the residual interest in each Trust REMIC as further described in this prospectus. The Class R certificates will not be entitled to distributions of principal or interest.

⁽¹⁷⁾ Although it does not have a specified pass-through rate (other than for tax reporting purposes), the effective RR Interest rate will be aper annum rate equal to the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, which mortgage interest rates will be adjusted as necessary to a 30/360 basis.

The Class X-D, Class X-E, Class D, Class E, Class F, Class G, Class V and Class R certificates and the RR Interest are not offered by this prospectus. Any information in this prospectus concerning these certificates or the RR Interest is presented solely to enhance your understanding of the offered certificates.

4

TABLE OF CONTENTS

Summary of Certificates	3
Important Notice Regarding the Offered Certificates	14
Important Notice About Information Presented in this Prospectus	14
Summary of Terms	22
Risk Factors	61
The Certificates May Not Be a Suitable Investment for You	61
Combination or “Layering” of Multiple Risks May Significantly Increase Risk of Loss	61
Risks Related to Market Conditions and Other External Factors	61
The Volatile Economy, Credit Crisis and Downturn in the Real Estate Market Have Adversely Affected and May Continue To Adversely Affect the Value of CMBS	61
Other Events May Affect the Value and Liquidity of Your Investment	62
Risks Relating to the Mortgage Loans	62
Mortgage Loans Are Non-Recourse and Are Not Insured or Guaranteed	62
Risks of Commercial and Multifamily Lending Generally	63
Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases	65
Retail Properties Have Special Risks	70
Office Properties Have Special Risks	72
Multifamily Properties Have Special Risks	73
Self Storage Properties Have Special Risks	75
Industrial Properties Have Special Risks	76
Hospitality Properties Have Special Risks	77
Risks Relating to Affiliation with a Franchise or Hotel Management Company	79
Manufactured Housing Community Properties Have Special Risks	80
Residential Cooperative Properties Have Special Risks	81
Condominium Ownership May Limit Use and Improvements	86
Operation of a Mortgaged Property Depends on the Property Manager’s Performance	88
Concentrations Based on Property Type, Geography, Related Borrowers and Other Factors May Disproportionately Increase Losses	88
Adverse Environmental Conditions at or Near Mortgaged Properties May Result in Losses	90
Risks Related to Redevelopment, Expansion and Renovation at Mortgaged Properties	91
Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses	92
Risks Related to Zoning Non-Compliance and Use Restrictions	95
Risks Relating to Inspections of Properties	96
Risks Relating to Costs of Compliance with Applicable Laws and Regulations	96
Insurance May Not Be Available or Adequate	97
Inadequacy of Title Insurers May Adversely Affect Distributions on Your Certificates	98
Terrorism Insurance May Not Be Available for All Mortgaged Properties	98
Risks Associated with Blanket Insurance Policies or Self-Insurance	100
Condemnation of a Mortgaged Property May Adversely Affect Distributions on Certificates	100
Limited Information Causes Uncertainty	100

5

Underwritten Net Cash Flow Could Be Based On Incorrect or Flawed Assumptions	101
Frequent and Early Occurrence of Borrower Delinquencies and Defaults May Adversely Affect Your Investment	102
The Mortgage Loans Have Not Been Reviewed or Re-Underwritten by Us; Some Mortgage Loans May Not Have Complied With Another Originator’s Underwriting Criteria	103
Static Pool Data Would Not Be Indicative of the Performance of this Pool	104
Appraisals May Not Reflect Current or Future Market Value of Each Property	104
The Performance of a Mortgage Loan and Its Related Mortgaged Property Depends in Part on Who Controls the Borrower and Mortgaged Property	107
The Borrower’s Form of Entity May Cause Special Risks	107
A Bankruptcy Proceeding May Result in Losses and Delays in Realizing on the Mortgage Loans	110
Litigation Regarding the Mortgaged Properties or Borrowers May Impair Your Distributions	111
Other Financings or Ability to Incur Other Indebtedness Entails Risk	112
Tenancies-in-Common May Hinder Recovery	114
Risks Relating to Enforceability of Cross-Collateralization	114
Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions	115
Risks Associated with One Action Rules	115
State Law Limitations on Assignments of Leases and Rents May Entail Risks	116
Various Other Laws Could Affect the Exercise of Lender’s Rights	116
Risks of Anticipated Repayment Date Loans	116
The Absence of Lockboxes Entails Risks That Could Adversely Affect Distributions on Your Certificates	117
Borrower May Be Unable To Repay Remaining Principal Balance on Maturity Date or Anticipated Repayment Date; Longer Amortization Schedules and Interest-Only Provisions Increase Risk	117
Risks Related to Ground Leases and Other Leasehold Interests	118
Increases in Real Estate Taxes May Reduce Available Funds	120
State and Local Mortgage Recording Taxes May Apply Upon a Foreclosure or Deed-in-Lieu of Foreclosure and Reduce Net Proceeds	120
Risks Related to Conflicts of Interest	121
Interests and Incentives of the Originators, the Sponsors and Their Affiliates May Not Be Aligned With Your Interests	121
The Servicing of Servicing Shift Whole Loans Will Shift to Other Servicers	124
Interests and Incentives of the Underwriter Entities May Not Be Aligned With Your Interests	124
Potential Conflicts of Interest of the Master Servicers and the Special Servicers	126
Potential Conflicts of Interest of the Operating Advisor	129
Potential Conflicts of Interest of the Asset Representations Reviewer	129
Potential Conflicts of Interest of the Directing Certificateholder and the Companion Holders	130
Potential Conflicts of Interest in the Selection of the Underlying Mortgage Loans	133
Conflicts of Interest May Occur as a Result of the Rights of the Applicable Directing Certificateholder To Terminate the Special Servicer of the Applicable Whole Loan	134
Other Potential Conflicts of Interest May Affect Your Investment	135
Other Risks Relating to the Certificates	135

6

The Certificates Are Limited Obligations	135
The Certificates May Have Limited Liquidity and the Market Value of the Certificates May Decline	135
Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity of the Offered Certificates	136
EU Risk Retention and Due Diligence Requirements	138
Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded	139
Your Yield May Be Affected by Defaults, Prepayments and Other Factors	142
Subordination of the Subordinated Certificates Will Affect the Timing of Distributions and the Application of Losses on the Subordinated Certificates	146
Payments Allocated to the RR Interest or the Non-Retained Certificates Will Not Be Available to the Non-Retained Certificates or the RR Interest, Respectively	146
Your Lack of Control Over the Issuing Entity and the Mortgage Loans Can Impact Your Investment	147
Risks Relating to Modifications of the Mortgage Loans	153
Sponsors May Not Make Required Repurchases or Substitutions of Defective Mortgage Loans or Pay Any Loss of Value Payment Sufficient to Cover All Losses on a Defective Mortgage Loan	154
Risks Relating to Interest on Advances and Special Servicing Compensation	154
Bankruptcy of a Servicer May Adversely Affect Collections on the Mortgage Loans and the Ability to Replace the Servicer	155
The Sponsors, the Depositor and the Issuing Entity Are Subject to Bankruptcy or Insolvency Laws That May Affect the Issuing Entity’s Ownership of the Mortgage Loans	155
The Requirement of the Special Servicers to Obtain FIRREA-Compliant Appraisals May Result in an Increased Cost to the Issuing Entity	156
Tax Matters and Changes in Tax Law May Adversely Impact the Mortgage Loans or Your Investment	157
Description of the Mortgage Pool	158
General	158
Co-Originated Whole Loans	159
Certain Calculations and Definitions	160
Definitions	161
Certain Characteristics of Mortgage Loans Secured by Residential Cooperatives	175
Mortgage Pool Characteristics	179
Overview	179
Property Types	181
Significant Obligors	185
Mortgage Loan Concentrations	186
Cross-Collateralized Mortgage Loans; Multi-Property Mortgage Loans and Related Borrower Mortgage Loans	187
Geographic Concentrations	188
Mortgaged Properties With Limited Prior Operating History	189
Tenancies-in-Common	189
Condominium and Other Shared Interests	189
Residential Cooperatives	190
Fee & Leasehold Estates; Ground Leases	190

7

Environmental Considerations	191
Redevelopment, Renovation and Expansion	192
Assessment of Property Value and Condition	194
Condemnations	194
Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings	195
Tenant Issues	196
Tenant Concentrations	196
Lease Expirations and Terminations	197
Purchase Options and Rights of First Refusal	200
Insurance Considerations	201
Use Restrictions	202
Appraised Value	203
Non-Recourse Carveout Limitations	203
Delinquency Information	205
Certain Terms of the Mortgage Loans	205
Amortization of Principal	205
Due Dates; Mortgage Rates; Calculations of Interest	205
ARD Loans	206
Single-Purpose Entity Covenants	207
Prepayment Protections and Certain Involuntary Prepayments	207
“Due-On-Sale” and “Due-On-Encumbrance” Provisions	210
Defeasance	211
Releases; Partial Releases	212
Escrows	214
Mortgaged Property Accounts	215
Exceptions to Underwriting Guidelines	217
Additional Indebtedness	219
General	219
Whole Loans	220
Mezzanine Indebtedness	220
Other Secured Indebtedness	223
Preferred Equity	225
Other Unsecured Indebtedness	225
The Whole Loans	226
General	226
The Serviced Pari Passu Whole Loans	232
The Non-Serviced Pari Passu Whole Loans	235
The Twelve Oaks Mall Pari Passu-A/B Whole Loan	238
The Gateway Pari Passu-A/B Whole Loan	248
Additional Information	257
Transaction Parties	257
The Sponsors and Mortgage Loan Sellers	257
Wells Fargo Bank, National Association	258
Bank of America, National Association	269
Morgan Stanley Mortgage Capital Holdings LLC	283
National Cooperative Bank, N.A.	296
The Depositor	304
The Issuing Entity	305
The Trustee	306
The Certificate Administrator	307
The Master Servicers	310
Wells Fargo Bank, National Association	310
National Cooperative Bank, N.A.	314

8

The Special Servicers	318
Midland Loan Services, a Division of PNC Bank, National Association	318
National Cooperative Bank, N.A.	321
The Operating Advisor and Asset Representations Reviewer	324
Credit Risk Retention	326
General	326
RR Interest	327
Qualifying CRE Loans	329
Description of the Certificates	329
General	329
Distributions	331
Method, Timing and Amount	331
Available Funds	332
Priority of Distributions	334
Pass-Through Rates	337
Interest Distribution Amount	338
Principal Distribution Amount	339
Certain Calculations with Respect to Individual Mortgage Loans	341
Excess Interest	342
Application Priority of Mortgage Loan Collections or Whole Loan Collections	343
Allocation of Yield Maintenance Charges and Prepayment Premiums	345
Assumed Final Distribution Date; Rated Final Distribution Date	347
Prepayment Interest Shortfalls	348
Subordination; Allocation of Realized Losses	349
Reports to Certificateholders; Certain Available Information	352
Certificate Administrator Reports	352
Information Available Electronically	359
Voting Rights	364
Delivery, Form, Transfer and Denomination	364
Book-Entry Registration	364
Definitive Certificates	368
Certificateholder Communication	368
Access to Certificateholders’ Names and Addresses	368
Requests to Communicate	368
List of Certificateholders	369
Description of the Mortgage Loan Purchase Agreements	369
General	369
Dispute Resolution Provisions	381
Asset Review Obligations	381
Pooling and Servicing Agreement	381
General	381
Assignment of the Mortgage Loans	382
Servicing Standard	383
Subservicing	384
Advances	385
P&I Advances	385
Servicing Advances	386
Nonrecoverable Advances	387
Recovery of Advances	388
Accounts	390
Withdrawals from the Collection Accounts	393
Servicing and Other Compensation and Payment of Expenses	396
General	396

9

Master Servicing Compensation	402
Special Servicing Compensation	406
Disclosable Special Servicer Fees	410
Certificate Administrator and Trustee Compensation	411
Operating Advisor Compensation	411
Asset Representations Reviewer Compensation	412
CREFC® Intellectual Property Royalty License Fee	413
Appraisal Reduction Amounts	414
Maintenance of Insurance	422
Modifications, Waivers and Amendments	426
Enforcement of “Due-on-Sale” and “Due-on-Encumbrance” Provisions	431
Inspections	434
Collection of Operating Information	435
Special Servicing Transfer Event	435
Asset Status Report	439
Realization Upon Mortgage Loans	442
Sale of Defaulted Loans and REO Properties	445
The Directing Certificateholder	448
General	448
Major Decisions	451
Asset Status Report	455
Replacement of a Special Servicer	456
Control Termination Event and Consultation Termination Event	456
Servicing Override	459
Rights of the Directing Certificateholder with respect to Non-Serviced Mortgage Loans or Servicing Shift Whole Loans	460
Rights of the Holders of Serviced Pari Passu Companion Loans	460
Limitation on Liability of Directing Certificateholder	460
The Operating Advisor	461
General	461
Duties of Operating Advisor While No Control Termination Event Has Occurred and Is Continuing	462
Duties of Operating Advisor While a Control Termination Event Has Occurred and Is Continuing	463
Recommendation of the Replacement of a Special Servicer	465
Eligibility of Operating Advisor	466
Other Obligations of Operating Advisor	466
Delegation of Operating Advisor’s Duties	467
Termination of the Operating Advisor With Cause	468
Rights Upon Operating Advisor Termination Event	469
Waiver of Operating Advisor Termination Event	469
Termination of the Operating Advisor Without Cause	469
Resignation of the Operating Advisor	470
Operating Advisor Compensation	470
The Asset Representations Reviewer	470
Asset Review	470
Eligibility of Asset Representations Reviewer	476
Other Obligations of Asset Representations Reviewer	477
Delegation of Asset Representations Reviewer’s Duties	477
Asset Representations Reviewer Termination Events	477
Rights Upon Asset Representations Reviewer Termination Event	478
Termination of the Asset Representations Reviewer Without Cause	479
Resignation of Asset Representations Reviewer	479

10

Asset Representations Reviewer Compensation	479
Limitation on Liability of Risk Retention Consultation Party	480
Replacement of a Special Servicer Without Cause	480
Replacement of a Special Servicer After Operating Advisor Recommendation and Certificateholder Vote	483
Termination of a Master Servicer or Special Servicer for Cause	484
Servicer Termination Events	484
Rights Upon Servicer Termination Event	486
Waiver of Servicer Termination Event	488
Resignation of a Master Servicer or Special Servicer	488
Limitation on Liability; Indemnification	489
Enforcement of Mortgage Loan Seller’s Obligations Under the MLPA	492
Dispute Resolution Provisions	493
Certificateholder’s Rights When a Repurchase Request Is Initially Delivered by a Certificateholder	493
Repurchase Request Delivered by a Party to the PSA	493
Resolution of a Repurchase Request	494
Mediation and Arbitration Provisions	497
Servicing of the Non-Serviced Mortgage Loans	498
General	498
Servicing of the Twelve Oaks Mall Mortgage Loan	501
Servicing of the Extra Space - TIAA Self Storage Portfolio Mortgage Loan	502
Servicing of the Apple Campus 3 Mortgage Loan	503
Servicing of the Servicing Shift Mortgage Loans	504
Rating Agency Confirmations	505
Evidence as to Compliance	507
Limitation on Rights of Certificateholders to Institute a Proceeding	509
Termination; Retirement of Certificates	509
Amendment	511
Resignation and Removal of the Trustee and the Certificate Administrator	514
Governing Law; Waiver of Jury Trial; and Consent to Jurisdiction	515
Certain Legal Aspects of Mortgage Loans	515
General	517
Types of Mortgage Instruments	517
Leases and Rents	518
Personalty	518
Foreclosure	518
General	518
Foreclosure Procedures Vary from State to State	519
Judicial Foreclosure	519
Equitable and Other Limitations on Enforceability of Certain Provisions	519
Nonjudicial Foreclosure/Power of Sale	520
Public Sale	520
Rights of Redemption	521
Anti-Deficiency Legislation	522
Leasehold Considerations	522
Cooperative Shares	523
Bankruptcy Laws	523
Environmental Considerations	529
General	529
Superlien Laws	530
CERCLA	530
Certain Other Federal and State Laws	530

11

Additional Considerations	531
Due-on-Sale and Due-on-Encumbrance Provisions	531
Subordinate Financing	532
Default Interest and Limitations on Prepayments	532
Applicability of Usury Laws	532
Americans with Disabilities Act	533
Servicemembers Civil Relief Act	533
Anti-Money Laundering, Economic Sanctions and Bribery	533
Potential Forfeiture of Assets	534
Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties	534
Pending Legal Proceedings Involving Transaction Parties	536
Use of Proceeds	537
Yield and Maturity Considerations	537
Yield Considerations	537
General	537
Rate and Timing of Principal Payments	537
Losses and Shortfalls	539
Certain Relevant Factors Affecting Loan Payments and Defaults	539
Delay in Payment of Distributions	540
Yield on the Certificates with Notional Amounts	540
Weighted Average Life	541
Pre-Tax Yield to Maturity Tables	546
Material Federal Income Tax Considerations	550
General	550
Qualification as a REMIC	551
Status of Offered Certificates	553
Taxation of Regular Interests	553
General	553
Original Issue Discount	554
Acquisition Premium	556
Market Discount	556
Premium	557
Election To Treat All Interest Under the Constant Yield Method	558
Treatment of Losses	558
Yield Maintenance Charges and Prepayment Premiums	559
Sale or Exchange of Regular Interests	559
3.8% Medicare Tax on “Net Investment Income”	560
Backup Withholding	560
Information Reporting	560
Taxation of Certain Foreign Investors	561
FATCA	562
Backup Withholding	562
Taxes That May Be Imposed on a REMIC	562
Prohibited Transactions	562
Contributions to a REMIC After the Startup Day	563
Net Income from Foreclosure Property	563
Administrative Matters	563
Certain State and Local Tax Considerations	565
Method of Distribution (Underwriter)	565
Incorporation of Certain Information by Reference	569
Where You Can Find More Information	569
Financial Information	570

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Certain ERISA Considerations	570
General	570
Plan Asset Regulations	571
Administrative Exemptions	571
Insurance Company General Accounts	575
Legal Investment	576
Legal Matters	576
Ratings	576
Index of Defined Terms	579

Annex A-1:	Certain Characteristics of the Mortgage Loans and Mortgaged Properties	A-1-1
Annex A-2:	Mortgage Pool Information (Tables)	A-2-1
Annex A-3:	Summaries of the Fifteen Largest Mortgage Loans or Groups of Cross-Collateralized Mortgage Loans	A-3-1
Annex A-4:	Twelve Oaks Mall Mortgage Loan Amortization Schedule	A-4-1
Annex B:	Form of Distribution Date Statement	B-1
Annex C:	Form of Operating Advisor Annual Report	C-1
Annex D-1:	Mortgage Loan Representations and Warranties	D-1-1
Annex D-2:	Exceptions to Mortgage Loan Representations and Warranties	D-2-1
Annex E:	Class A-SB Planned Principal Balance Schedule	E-1

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Important Notice Regarding the Offered Certificates

WE HAVE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, WITH RESPECT TO THE CERTIFICATES OFFERED IN THIS PROSPECTUS. HOWEVER, THIS PROSPECTUS DOES NOT CONTAIN ALL OF THE INFORMATION CONTAINED IN OUR REGISTRATION STATEMENT. FOR FURTHER INFORMATION REGARDING THE DOCUMENTS REFERRED TO IN THIS PROSPECTUS, YOU SHOULD REFER TO OUR REGISTRATION STATEMENT AND THE EXHIBITS TO IT. OUR REGISTRATION STATEMENT AND THE EXHIBITS TO IT CAN BE INSPECTED AND COPIED AT PRESCRIBED RATES AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE SEC AT ITS PUBLIC REFERENCE ROOM, 100 F STREET, N.E., WASHINGTON, D.C. 20549. YOU MAY OBTAIN INFORMATION ON THE OPERATION OF THE PUBLIC REFERENCE ROOM BY CALLING THE SEC AT 1-800-SEC-0330. COPIES OF THESE MATERIALS CAN ALSO BE OBTAINED ELECTRONICALLY THROUGH THE SEC’S INTERNET WEBSITE (HTTP://WWW.SEC.GOV).

THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY STATE OR OTHER JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE IS NOT PERMITTED.

THE UNDERWRITERS DESCRIBED IN THESE MATERIALS MAY FROM TIME TO TIME PERFORM INVESTMENT BANKING SERVICES FOR, OR SOLICIT INVESTMENT BANKING BUSINESS FROM, ANY COMPANY NAMED IN THESE MATERIALS. THE UNDERWRITERS AND/OR THEIR RESPECTIVE EMPLOYEES MAY FROM TIME TO TIME HAVE A LONG OR SHORT POSITION IN ANY CONTRACT OR CERTIFICATE DISCUSSED IN THESE MATERIALS.

THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPERSEDES ANY PREVIOUS SUCH INFORMATION DELIVERED TO ANY PROSPECTIVE INVESTOR.

THE OFFERED CERTIFICATES DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, EITHER MASTER SERVICER, EITHER SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE OFFERED CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

THERE IS CURRENTLY NO SECONDARY MARKET FOR THE OFFERED CERTIFICATES. WE CANNOT ASSURE YOU THAT A SECONDARY MARKET WILL DEVELOP OR, IF A SECONDARY MARKET DOES DEVELOP, THAT IT WILL PROVIDE HOLDERS OF THE OFFERED CERTIFICATES WITH LIQUIDITY OF INVESTMENT OR THAT IT WILL CONTINUE FOR THE TERM OF THE OFFERED CERTIFICATES. THE UNDERWRITERS CURRENTLY INTEND TO MAKE A MARKET IN THE OFFERED CERTIFICATES BUT ARE UNDER NO OBLIGATION TO DO SO. ACCORDINGLY, PURCHASERS MUST BE PREPARED TO BEAR THE RISKS OF THEIR INVESTMENTS FOR AN INDEFINITE PERIOD. SEE “RISK FACTORS—Other Risks Relating to the Certificates—The Certificates May Have Limited Liquidity and the Market Value of the Certificates May Decline” IN THIS PROSPECTUS.

Important Notice About Information Presented in this Prospectus

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information that is different from that

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contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus.

This prospectus begins with several introductory sections describing the certificates and the issuing entity in abbreviated form:

● Summary of Certificates, which sets forth important statistical information relating to the certificates;

● Summary of Terms, which gives a brief introduction of the key features of the certificates and a description of the mortgage loans; and

● Risk Factors, which describes risks that apply to the certificates.

This prospectus includes cross references to sections in this prospectus where you can find further related discussions. The table of contents in this prospectus identifies the pages where these sections are located.

Certain capitalized terms are defined and used in this prospectus to assist you in understanding the terms of the offered certificates and this offering. The capitalized terms used in this prospectus are defined on the pages indicated under the caption “Index of Defined Terms”.

All annexes and schedules attached to this prospectus are a part of this prospectus.

In this prospectus:

● the terms “depositor”, “we”, “us” and “our” refer to Morgan Stanley Capital I Inc.;

● references to any specified mortgage loan should be construed to refer to the mortgage loan secured by the mortgaged property (or portfolio of mortgaged properties) with the same name identified on Annex A-1, representing the approximate percentage of the initial pool balance set forth on Annex A-1;

● references to a “pooling and servicing agreement” (other than the BANK 2018-BNK11 pooling and servicing agreement) governing the servicing of any mortgage loan should be construed to refer to any relevant pooling and servicing agreement, trust and servicing agreement or other primary transaction agreement governing the servicing of such mortgage loan; and

● references to “lender” or “mortgage lender” with respect to a mortgage loan generally should be construed to mean, from and after the date of initial issuance of the offered certificates, the trustee on behalf of the issuing entity as the holder of record title to the mortgage loans or the applicable master servicer or special servicer, as applicable, with respect to the obligations and rights of the lender as described under “Pooling and Servicing Agreement”.

Until ninety days after the date of this prospectus, all dealers that buy, sell or trade the offered certificates, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

15

NOTICE TO RESIDENTS WITHIN EUROPEAN ECONOMIC AREA

THIS PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSES OF DIRECTIVE 2003/71/EC (AS AMENDED, INCLUDING BY DIRECTIVE 2010/73/EU) OR ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT EUROPEAN ECONOMIC MEMBER STATE (TOGETHER, THE “PROSPECTUS DIRECTIVE”).

THE OFFERED CERTIFICATES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA (“EEA”). FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU, AS AMENDED (“MIFID II”); OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2002/92/EC, AS AMENDED (THE “INSURANCE MEDIATION DIRECTIVE”), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN THE PROSPECTUS DIRECTIVE.

CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (THE “PRIIPS REGULATION”) FOR OFFERING OR SELLING THE OFFERED CERTIFICATES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE CERTIFICATES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.

THIS PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF OFFERED CERTIFICATES IN ANY MEMBER STATE OF THE EEA WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A “RELEVANT MEMBER STATE”) WILL ONLY BE MADE TO A LEGAL ENTITY WHICH IS A QUALIFIED INVESTOR UNDER THE PROSPECTUS DIRECTIVE (”QUALIFIED INVESTOR”). ACCORDINGLY ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THAT RELEVANT MEMBER STATE OF CERTIFICATES WHICH ARE THE SUBJECT OF AN OFFERING CONTEMPLATED IN THIS PROSPECTUS MAY ONLY DO SO WITH RESPECT TO QUALIFIED INVESTORS. NONE OF THE DEPOSITOR, THE ISSUING ENTITY OR ANY OF THE UNDERWRITERS HAS AUTHORIZED, NOR DOES ANY OF THEM AUTHORIZE, THE MAKING OF ANY OFFER OF OFFERED CERTIFICATES OTHER THAN TO QUALIFIED INVESTORS.

EUROPEAN ECONOMIC AREA SELLING RESTRICTIONS

EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT IT HAS NOT OFFERED, SOLD OR OTHERWISE MADE AVAILABLE AND WILL NOT OFFER, SELL OR OTHERWISE MAKE AVAILABLE ANY OFFERED CERTIFICATES TO ANY RETAIL INVESTOR IN THE EEA. FOR THE PURPOSES OF THIS PROVISION:

A. THE EXPRESSION “RETAIL INVESTOR” MEANS A PERSON WHO IS ONE (OR MORE) OF THE FOLLOWING:

a. A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF MIFID II;

b. A CUSTOMER WITHIN THE MEANING OF THE INSURANCE MEDIATION DIRECTIVE, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR

c. NOT A QUALIFIED INVESTOR AS DEFINED IN THE PROSPECTUS DIRECTIVE.

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B. THE EXPRESSION “OFFER" INCLUDES THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE OFFERED CERTIFICATES TO BE OFFERED SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE OR SUBSCRIBE TO THE OFFERED CERTIFICATES.

NOTICE TO RESIDENTS OF THE UNITED KINGDOM

THE ISSUING ENTITY MAY CONSTITUTE A “COLLECTIVE INVESTMENT SCHEME” AS DEFINED BY SECTION 235 OF THE FSMA THAT IS NOT A “RECOGNIZED COLLECTIVE INVESTMENT SCHEME” FOR THE PURPOSES OF THE FSMA AND THAT HAS NOT BEEN AUTHORIZED, REGULATED OR OTHERWISE RECOGNIZED OR APPROVED. AS AN UNREGULATED SCHEME, THE OFFERED CERTIFICATES CANNOT BE MARKETED IN THE UNITED KINGDOM TO THE GENERAL PUBLIC, EXCEPT IN ACCORDANCE WITH THE FSMA.

THE DISTRIBUTION OF THIS PROSPECTUS (AND ANY SUPPLEMENT HERETO) (A) IF MADE BY A PERSON WHO IS NOT AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE THE UNITED KINGDOM, OR (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFY AS INVESTMENT PROFESSIONALS IN ACCORDANCE WITH ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “FINANCIAL PROMOTION ORDER”), OR (III) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) THROUGH (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE FINANCIAL PROMOTION ORDER OR (IV) ARE ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE MADE UNDER THE FINANCIAL PROMOTION ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “FPO PERSONS”); AND (B) IF MADE BY A PERSON WHO IS AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE THE UNITED KINGDOM, OR (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFY AS INVESTMENT PROFESSIONALS IN ACCORDANCE WITH ARTICLE 14(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (PROMOTION OF COLLECTIVE INVESTMENT SCHEMES) (EXEMPTIONS) ORDER 2001 (THE “PROMOTION OF COLLECTIVE INVESTMENT SCHEMES EXEMPTIONS ORDER”), OR (III) ARE PERSONS FALLING WITHIN ARTICLE 22(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE PROMOTION OF COLLECTIVE INVESTMENT SCHEMES EXEMPTIONS ORDER, OR (IV) ARE PERSONS TO WHOM THE ISSUING ENTITY MAY LAWFULLY BE PROMOTED IN ACCORDANCE WITH CHAPTER 4.12 OF THE UK FINANCIAL CONDUCT AUTHORITY’S CONDUCT OF BUSINESS SOURCEBOOK (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “PCIS PERSONS” AND, TOGETHER WITH THE FPO PERSONS, THE “RELEVANT PERSONS”).

THIS PROSPECTUS (AND ANY SUPPLEMENT HERETO) MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PROSPECTUS (AND ANY SUPPLEMENT HERETO) RELATES, INCLUDING THE OFFERED CERTIFICATES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. ANY PERSONS OTHER THAN RELEVANT PERSONS SHOULD NOT ACT OR RELY ON THIS PROSPECTUS (AND ANY SUPPLEMENT HERETO).

POTENTIAL INVESTORS IN THE UNITED KINGDOM ARE ADVISED THAT ALL, OR MOST, OF THE PROTECTIONS AFFORDED BY THE UNITED KINGDOM REGULATORY SYSTEM WILL NOT APPLY TO AN INVESTMENT IN THE OFFERED CERTIFICATES AND THAT COMPENSATION WILL NOT BE AVAILABLE UNDER THE UNITED KINGDOM FINANCIAL SERVICES COMPENSATION SCHEME.

17

PEOPLE’S REPUBLIC OF CHINA

THE OFFERED CERTIFICATES WILL NOT BE OFFERED OR SOLD IN THE PEOPLE’S REPUBLIC OF CHINA (EXCLUDING HONG KONG, MACAU AND TAIWAN, THE “PRC”) AS PART OF THE INITIAL DISTRIBUTION OF THE OFFERED CERTIFICATES BUT MAY BE AVAILABLE FOR PURCHASE BY INVESTORS RESIDENT IN THE PRC FROM OUTSIDE THE PRC.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE PRC TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE THE OFFER OR SOLICITATION IN THE PRC.

THE DEPOSITOR DOES NOT REPRESENT THAT THIS PROSPECTUS MAY BE LAWFULLY DISTRIBUTED, OR THAT ANY OFFERED CERTIFICATES MAY BE LAWFULLY OFFERED, IN COMPLIANCE WITH ANY APPLICABLE REGISTRATION OR OTHER REQUIREMENTS IN THE PRC, OR PURSUANT TO AN EXEMPTION AVAILABLE THEREUNDER, OR ASSUME ANY RESPONSIBILITY FOR FACILITATING ANY SUCH DISTRIBUTION OR OFFERING. IN PARTICULAR, NO ACTION HAS BEEN TAKEN BY THE DEPOSITOR WHICH WOULD PERMIT AN OFFERING OF ANY OFFERED CERTIFICATES OR THE DISTRIBUTION OF THIS PROSPECTUS IN THE PRC. ACCORDINGLY, THE OFFERED CERTIFICATES ARE NOT BEING OFFERED OR SOLD WITHIN THE PRC BY MEANS OF THIS PROSPECTUS OR ANY OTHER DOCUMENT. NEITHER THIS PROSPECTUS NOR ANY ADVERTISEMENT OR OTHER OFFERING MATERIAL MAY BE DISTRIBUTED OR PUBLISHED IN THE PRC, EXCEPT UNDER CIRCUMSTANCES THAT WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS.

HONG KONG

THIS PROSPECTUS HAS NOT BEEN DELIVERED FOR REGISTRATION TO THE REGISTRAR OF COMPANIES IN HONG KONG AND THE CONTENTS OF THIS PROSPECTUS HAVE NOT BEEN REVIEWED OR APPROVED BY ANY REGULATORY AUTHORITY IN HONG KONG. THIS PROSPECTUS DOES NOT CONSTITUTE NOR INTEND TO BE AN OFFER OR INVITATION TO THE PUBLIC IN HONG KONG TO ACQUIRE THE OFFERED CERTIFICATES.

EACH UNDERWRITER HAS REPRESENTED, WARRANTED AND AGREED THAT: (1) IT HAS NOT OFFERED OR SOLD AND WILL NOT OFFER OR SELL IN HONG KONG, BY MEANS OF ANY DOCUMENT, ANY OFFERED CERTIFICATES (EXCEPT FOR CERTIFICATES WHICH ARE A “STRUCTURED PRODUCT” AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE (CAP. 571) (THE “SFO”) OF HONG KONG) OTHER THAN (A) TO “PROFESSIONAL INVESTORS” AS DEFINED IN THE SFO AND ANY RULES OR REGULATIONS MADE UNDER THE SFO; OR (B) IN OTHER CIRCUMSTANCES WHICH DO NOT RESULT IN THE DOCUMENT BEING A “PROSPECTUS” AS DEFINED IN THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE (CAP. 32) (THE “C(WUMP)O”) OF HONG KONG OR WHICH DO NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF THE C(WUMP)O; AND (2) IT HAS NOT ISSUED OR HAD IN ITS POSSESSION FOR THE PURPOSES OF ISSUE, AND WILL NOT ISSUE OR HAVE IN ITS POSSESSION FOR THE PURPOSES OF ISSUE, WHETHER IN HONG KONG OR ELSEWHERE, ANY ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE OFFERED CERTIFICATES, WHICH IS DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC OF HONG KONG (EXCEPT IF PERMITTED TO DO SO UNDER THE SECURITIES LAWS OF HONG KONG) OTHER THAN WITH RESPECT TO OFFERED CERTIFICATES WHICH ARE OR ARE INTENDED TO BE DISPOSED OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO “PROFESSIONAL INVESTORS” AS DEFINED IN THE SFO AND ANY RULES MADE UNDER THE SFO.

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W A R N I N G

THE CONTENTS OF THIS PROSPECTUS HAVE NOT BEEN REVIEWED OR APPROVED BY ANY REGULATORY AUTHORITY IN HONG KONG. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE OFFER. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS PROSPECTUS, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.

SINGAPORE

NEITHER THIS PROSPECTUS NOR ANY OTHER DOCUMENT OR MATERIAL IN CONNECTION WITH ANY OFFER OF THE OFFERED CERTIFICATES HAS BEEN REGISTERED AS A PROSPECTUS WITH THE MONETARY AUTHORITY OF SINGAPORE (“MAS”) UNDER THE SECURITIES AND FUTURES ACT (CAP. 289) OF SINGAPORE (THE “SFA”). ACCORDINGLY, MAS ASSUMES NO RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS. THIS PROSPECTUS IS NOT A PROSPECTUS AS DEFINED IN THE SFA AND STATUTORY LIABILITY UNDER THE SFA IN RELATION TO THE CONTENTS OF PROSPECTUSES WOULD NOT APPLY. ANY PROSPECTIVE INVESTOR SHOULD CONSIDER CAREFULLY WHETHER THE INVESTMENT IS SUITABLE FOR IT. THIS PROSPECTUS AND ANY OTHER DOCUMENT OR MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION OR PURCHASE, OF THE OFFERED CERTIFICATES MAY NOT BE CIRCULATED OR DISTRIBUTED, NOR MAY THE OFFERED CERTIFICATES BE OFFERED OR SOLD, OR BE MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN SINGAPORE OTHER THAN (I) TO AN INSTITUTIONAL INVESTOR UNDER SECTION 274 OF THE SFA, (II) TO A RELEVANT PERSON (AS DEFINED IN SECTION 275(2) OF THE SFA), OR ANY PERSON PURSUANT TO SECTION 275(1A) OF THE SFA, IN ACCORDANCE WITH THE CONDITIONS SPECIFIED IN SECTION 275 OF THE SFA OR (III) OTHERWISE PURSUANT TO, AND IN ACCORDANCE WITH THE CONDITIONS OF, ANY OTHER APPLICABLE PROVISION OF THE SFA.

WHERE THE OFFERED CERTIFICATES ARE SUBSCRIBED OR PURCHASED UNDER SECTION 275 OF THE SFA BY A RELEVANT PERSON WHICH IS: (A) A CORPORATION (WHICH IS NOT AN ACCREDITED INVESTOR (AS DEFINED IN SECTION 4A OF THE SFA)) THE SOLE BUSINESS OF WHICH IS TO HOLD INVESTMENTS AND THE ENTIRE SHARE CAPITAL OF WHICH IS OWNED BY ONE OR MORE INDIVIDUALS, EACH OF WHOM IS AN ACCREDITED INVESTOR; OR (B) A TRUST (WHERE THE TRUSTEE IS NOT AN ACCREDITED INVESTOR) WHOSE SOLE PURPOSE IS TO HOLD INVESTMENTS AND EACH BENEFICIARY IS AN ACCREDITED INVESTOR, SECURITIES (AS DEFINED IN SECTION 239(1) OF THE SFA) OF THAT CORPORATION OR THE BENEFICIARIES’ RIGHTS AND INTEREST (HOWSOEVER DESCRIBED) IN THAT TRUST SHALL NOT BE TRANSFERABLE FOR 6 MONTHS AFTER THAT CORPORATION OR THAT TRUST HAS ACQUIRED THE OFFERED CERTIFICATES UNDER SECTION 275 OF THE SFA EXCEPT: (1) TO AN INSTITUTIONAL INVESTOR UNDER SECTION 274 OF THE SFA OR TO A RELEVANT PERSON (AS DEFINED IN SECTION 275(2) OF THE SFA), OR TO ANY PERSON PURSUANT TO AN OFFER THAT IS MADE ON TERMS THAT SUCH SHARES, DEBENTURES AND UNITS OF SHARES AND DEBENTURES OF THAT CORPORATION OR SUCH RIGHTS OR INTEREST IN THAT TRUST ARE ACQUIRED AT A CONSIDERATION OF NOT LESS THAN 200,000 SINGAPORE DOLLARS (OR ITS EQUIVALENT IN A FOREIGN CURRENCY) FOR EACH TRANSACTION, WHETHER SUCH AMOUNT IS TO BE PAID FOR IN CASH OR BY EXCHANGE OF SECURITIES OR OTHER ASSETS, AND FURTHER FOR CORPORATIONS, IN ACCORDANCE WITH THE CONDITIONS SPECIFIED IN SECTION 275(1A) OF THE SFA; (2) WHERE NO CONSIDERATION IS GIVEN FOR THE TRANSFER; (3) WHERE THE TRANSFER IS BY OPERATION OF LAW; OR (4) AS SPECIFIED IN SECTION 276(7) OF THE SFA.

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REPUBLIC OF KOREA

THESE CERTIFICATES HAVE NOT BEEN REGISTERED WITH THE FINANCIAL SERVICES COMMISSION OF KOREA FOR A PUBLIC OFFERING IN KOREA. THE UNDERWRITERS HAVE THEREFORE REPRESENTED AND AGREED THAT THE CERTIFICATES HAVE NOT BEEN AND WILL NOT BE OFFERED, SOLD OR DELIVERED DIRECTLY OR INDIRECTLY, OR OFFERED, SOLD OR DELIVERED TO ANY PERSON FOR RE-OFFERING OR RESALE, DIRECTLY OR INDIRECTLY, IN KOREA OR TO ANY RESIDENT OF KOREA, EXCEPT AS OTHERWISE PERMITTED UNDER APPLICABLE KOREAN LAWS AND REGULATIONS, INCLUDING THE FINANCIAL INVESTMENT SERVICES AND CAPITAL MARKETS ACT AND THE FOREIGN EXCHANGE TRANSACTIONS LAW AND THE DECREES AND REGULATIONS THEREUNDER.

JAPAN

THE OFFERED CERTIFICATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE FINANCIAL INSTRUMENTS AND EXCHANGE LAW OF JAPAN, AS AMENDED (THE “FIEL”), AND DISCLOSURE UNDER THE FIEL HAS NOT BEEN AND WILL NOT BE MADE WITH RESPECT TO THE OFFERED CERTIFICATES. ACCORDINGLY, EACHUNDERWRITER HAS REPRESENTED AND AGREED THAT IT HAS NOT, DIRECTLY OR INDIRECTLY, OFFERED OR SOLD AND WILL NOT, DIRECTLY OR INDIRECTLY, OFFER OR SELL ANY OFFERED CERTIFICATES IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN (WHICH TERM AS USED IN THIS PROSPECTUS MEANS ANY PERSON RESIDENT IN JAPAN, INCLUDING ANY CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS FOR REOFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE FIEL AND OTHER RELEVANT LAWS, REGULATIONS AND MINISTERIAL GUIDELINES OF JAPAN. AS PART OF THIS OFFERING OF THE OFFERED CERTIFICATES, THE UNDERWRITERS MAY OFFER THE OFFERED CERTIFICATES IN JAPAN TO UP TO 49 OFFEREES IN ACCORDANCE WITH THE ABOVE PROVISIONS.

NOTICE TO RESIDENTS OF CANADA

THE OFFERED CERTIFICATES MAY BE SOLD IN CANADA ONLY TO PURCHASERS PURCHASING, OR DEEMED TO BE PURCHASING, AS PRINCIPAL THAT ARE ACCREDITED INVESTORS, AS DEFINED IN NATIONAL INSTRUMENT 45-106PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THESECURITIES ACT(ONTARIO), AND ARE PERMITTED CLIENTS, AS DEFINED IN NATIONAL INSTRUMENT 31-103REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS. ANY RESALE OF THE OFFERED CERTIFICATES MUST BE MADE IN ACCORDANCE WITH AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE PROSPECTUS REQUIREMENTS OF APPLICABLE SECURITIES LAWS.

SECURITIES LEGISLATION IN CERTAIN PROVINCES OR TERRITORIES OF CANADA MAY PROVIDE A PURCHASER WITH REMEDIES FOR RESCISSION OR DAMAGES IF THIS PROSPECTUS (INCLUDING ANY AMENDMENT THERETO) CONTAINS A MISREPRESENTATION,PROVIDED THAT THE REMEDIES FOR RESCISSION OR DAMAGES ARE EXERCISED BY THE PURCHASER WITHIN THE TIME LIMIT PRESCRIBED BY THE SECURITIES LEGISLATION OF THE PURCHASER’S PROVINCE OR TERRITORY. THE PURCHASER SHOULD REFER TO ANY APPLICABLE PROVISIONS OF THE SECURITIES LEGISLATION OF THE PURCHASER’S PROVINCE OR TERRITORY FOR PARTICULARS OF THESE RIGHTS OR CONSULT WITH A LEGAL ADVISOR.

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PURSUANT TO SECTION 3A.3 OF NATIONAL INSTRUMENT 33-105UNDERWRITING CONFLICTS (“NI 33-105”), THE UNDERWRITERS ARE NOT REQUIRED TO COMPLY WITH THE DISCLOSURE REQUIREMENTS OF NI 33-105 REGARDING UNDERWRITER CONFLICTS OF INTEREST IN CONNECTION WITH THIS OFFERING.

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SUMMARY OF TERMS

This summary highlights selected information from this prospectus. It does not contain all of the information you need to consider in making your investment decision. To understand all of the terms of the offering of the offered certificates, read this entire document carefully.

Relevant Parties

Title of Certificates Commercial Mortgage Pass-Through Certificates, Series 2018-BNK11.

Depositor Morgan Stanley Capital I Inc., a Delaware corporation. The principal executive offices of Morgan Stanley Capital I Inc. are located at 1585 Broadway, New York, New York 10036, and its telephone number is (212) 761-4000. See “Transaction Parties—The Depositor”.

Issuing Entity BANK 2018-BNK11, a New York common law trust, to be established on the closing date under the pooling and servicing agreement. For more detailed information, see “Transaction Parties—The Issuing Entity”.

Sponsors and Originators The sponsors of this transaction are:

● Wells Fargo Bank, National Association, a national banking association

● Bank of America, National Association, a national banking association

● Morgan Stanley Mortgage Capital Holdings LLC, a New York limited liability company

● National Cooperative Bank, N.A., a national banking association

These entities are sometimes also referred to in this prospectus as the “mortgage loan sellers”.

The originators of this transaction are:

● Wells Fargo Bank, National Association, a national banking association

● Bank of America, National Association, a national banking association

● Morgan Stanley Bank, N.A., a national banking association

● National Consumer Cooperative Bank, a federally chartered corporation

● National Cooperative Bank, N.A., a national banking association

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The sponsors originated, co-originated or acquired and will transfer to the depositor the mortgage loans set forth in the following chart:

Sellers of the Mortgage Loans

Mortgage Loan Seller	Originator(1)	Number of Mortgage Loans	Aggregate Principal Balance of Mortgage Loans	Approx. % of Initial Pool Balance
Wells Fargo Bank, National Association	Wells Fargo Bank, National Association	9	$ 329,981,029	47.9%
Bank of America, National Association	Bank of America, National Association	12	198,219,232	28.8
Morgan Stanley Mortgage Capital Holdings LLC	Morgan Stanley Bank, N.A.	8	107,994,183	15.7
National Cooperative Bank, N.A.	National Cooperative Bank, N.A. or National Consumer Cooperative Bank(2)	13	52,006,249	7.6
Total		42	$688,200,694	100.0%

⁽¹⁾ Certain of the mortgage loans are part of whole loans that were co-originated by the related mortgage loan seller (or one of its affiliates) and another entity. See “Description of the Mortgage Pool—Co-Originated Whole Loans”.

⁽²⁾ With respect to the mortgage loans to be contributed by National Cooperative Bank, N.A., 11 of such mortgage loans, representing approximately 6.9% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, were originated by National Consumer Cooperative Bank, and 2 of such mortgage loans, representing approximately 0.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, were originated by National Cooperative Bank, N.A.

See “Transaction Parties—The Sponsors and Mortgage Loan Sellers”.

Master Servicers Wells Fargo Bank, National Association will be the master servicer with respect to 29 of the mortgage loans, representing approximately 92.4% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. National Cooperative Bank, N.A. will act as the master servicer under the pooling and servicing agreement with respect to 13 of the mortgage loans (namely, those mortgage loans that are expected to be sold to the depositor by National Cooperative Bank, N.A.), representing approximately 7.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. Each master servicer will be responsible for the master servicing and administration of the applicable mortgage loans and any related companion loan serviced pursuant to the pooling

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and servicing agreement. The principal west coast commercial mortgage master servicing offices of Wells Fargo Bank, National Association are located at MAC A0227-020, 1901 Harrison Street, Oakland, California 94612. The principal east coast commercial mortgage master servicing offices of Wells Fargo Bank, National Association are located at Three Wells Fargo, MAC D1050-084, 401 South Tryon Street, Charlotte, North Carolina 28202. The principal servicing offices of National Cooperative Bank, N.A. are located at 2011 Crystal Drive, Suite 800, Arlington, VA 22202. See “Transaction Parties—The Master Servicers” and “Pooling and Servicing Agreement”.

Prior to the applicable servicing shift securitization date, any servicing shift whole loan will be serviced by the applicable master servicer under the pooling and servicing agreement. From and after the related servicing shift securitization date, any such servicing shift whole loan will be serviced under, and by the master servicer designated in, the related servicing shift pooling and servicing agreement. See “Description of the Mortgage Pool—The Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Certain mortgage loans will be serviced by the master servicer under another pooling and servicing agreement as set forth in the table below under the heading “Non-Serviced Whole Loans” under “—The Mortgage Pool—Whole Loans”. See“Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Special Servicers Midland Loan Services, a Division of PNC Bank, National Association, a national banking association, is expected to act as the general special servicer under the pooling and servicing agreement with respect to 29 of the mortgage loans, representing approximately 92.4% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, together with any related serviced companion loans. National Cooperative Bank, N.A. will act as the special servicer under the pooling and servicing agreement with respect to 13 of the mortgage loans (namely, those mortgage loans that are secured by residential cooperative properties and are expected to be sold to the depositor by National Cooperative Bank, N.A.), representing approximately 7.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. Each such special servicer will be primarily responsible for (i) making decisions and performing certain servicing functions with respect to such mortgage loans and related companion loans as to which a special servicing transfer event (such

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as a default or an imminent default) has occurred and (ii) in certain circumstances, reviewing, evaluating and processing and/or providing or withholding consent as to certain major decisions relating to such mortgage loans and related companion loans as to which a special servicing transfer event has not occurred, in each case pursuant to the pooling and servicing agreement for this transaction. The principal servicing offices of Midland Loan Services, a Division of PNC Bank, National Association are located at 10851 Mastin Street, Building 82, Suite 300, Overland Park, Kansas 66210. The principal servicing offices of National Cooperative Bank, N.A. are located at 2011 Crystal Drive, Suite 800, Arlington, VA 22202. See “Transaction Parties—The Special Servicers”and “Pooling and Servicing Agreement”.

If the applicable special servicer obtains knowledge that it has become a borrower party with respect to any mortgage loan (such mortgage loan referred to herein as an “excluded special servicer loan”), the applicable special servicer will be required to resign as special servicer of that excluded special servicer loan. Prior to the occurrence of a control termination event under the pooling and servicing agreement, the directing certificateholder will be required to select a separate special servicer that is not a borrower party (referred to herein as an “excluded special servicer”) with respect to any excluded special servicer loan, unless such excluded special servicer loan is also an excluded loan (as to the directing certificateholder or the holder of the majority of the controlling class of certificates). For the avoidance of doubt, with respect to a mortgage loan secured by a residential cooperative property, a person will not be considered a borrower party solely by reason of such person holding one or more cooperative unit loans that are secured by direct equity interests in the related borrower or owning one or more residential cooperative units comprising the related mortgaged property as a result of any foreclosure, transfer in lieu of foreclosure or other exercise of remedies with respect to any such unit loan(s). After the occurrence and during the continuance of a control termination event, if at any time the applicable excluded special servicer loan is also an excluded loan (as to the directing certificateholder or the holder of the majority of the controlling class of certificates) or if the directing certificateholder is entitled to appoint the excluded special servicer but does not so appoint within 30 days of notice of resignation, the resigning special servicer will be required to use reasonable efforts to select the related excluded special servicer. See “—Directing Certificateholder” below and“Pooling and Servicing Agreement—Termination of a

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Master Servicer or Special Servicer for Cause”. Any excluded special servicer will be required to perform all of the obligations of the applicable special servicer and will be entitled to all special servicing compensation with respect to such excluded special servicer loan earned during such time as the related mortgage loan is an excluded special servicer loan.

Midland Loan Services, a Division of PNC Bank, National Association is expected to be appointed a special servicer by Eightfold Real Estate Capital Fund V, L.P. or its affiliate, which, on the closing date, is expected to be appointed as the initial directing certificateholder. Eightfold Real Estate Capital Fund V, L.P. also consented to the appointment of National Cooperative Bank, N.A. as special servicer with respect to the mortgage loans secured by residential cooperative properties that are expected to be sold to the depositor by National Cooperative Bank, N.A., and may replace National Cooperative Bank, N.A. in such capacity pursuant to the terms of the pooling and servicing agreement. See “Pooling and Servicing Agreement—The Directing Certificateholder”.

Prior to the applicable servicing shift securitization date, any servicing shift whole loan, if necessary, will be specially serviced by the applicable special servicer under the pooling and servicing agreement. From and after the related servicing shift securitization date, any such servicing shift whole loan will be specially serviced, if necessary, under, and by the special servicer designated in, the related servicing shift pooling and servicing agreement. See “Description of the Mortgage Pool—The Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Certain mortgage loans will be specially serviced, if necessary, by the special servicer under another pooling and servicing agreement as set forth in the table below entitled “Non-Serviced Whole Loans” under “—The Mortgage Pool—Whole Loans”. See“Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Trustee Wilmington Trust, National Association will act as trustee. The corporate trust office of the trustee is located at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee BANK 2018-BNK11. Following the transfer of the mortgage loans, the trustee, on behalf of the issuing entity, will become the mortgagee of record for each mortgage loan (other than a non-serviced mortgage loan) and any related

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companion loan. See “Transaction Parties—The Trustee” and “Pooling and Servicing Agreement”.

The trustee under the pooling and servicing agreement will become the mortgagee of record with respect to any servicing shift mortgage loans if the related whole loan becomes a specially serviced loan prior to the related servicing shift securitization date. From and after the related servicing shift securitization date, the mortgagee of record with respect to any servicing shift mortgage loan will be the trustee designated in the related servicing shift pooling and servicing agreement.

With respect to each non-serviced mortgage loan, the entity set forth in the table entitled “Non-Serviced Whole Loans” under “—The Mortgage Pool—Whole Loans” below, in its capacity as trustee under the pooling and servicing agreement for the indicated transaction, is the mortgagee of record for that non-serviced mortgage loan and any related companion loan. See“Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Certificate Administrator Wells Fargo Bank, National Association will act as certificate administrator. The certificate administrator will also be required to act as custodian, certificate registrar, REMIC administrator, 17g-5 information provider and authenticating agent. The corporate trust offices of Wells Fargo Bank, National Association are located at 9062 Old Annapolis Road, Columbia, Maryland 21045, and for certificate transfer purposes are located at 600 South 4th Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota 55479. See “Transaction Parties—The Certificate Administrator” and “Pooling and Servicing Agreement”.

The custodian with respect to any servicing shift mortgage loans will be the certificate administrator, in its capacity as custodian under the pooling and servicing agreement. After the related servicing shift securitization date, the custodian of the mortgage file for a servicing shift mortgage loan (other than the promissory note evidencing the related servicing shift mortgage loan) will be the custodian under the related servicing shift pooling and servicing agreement. See “Description of the Mortgage Pool—Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

The custodian with respect to any non-serviced mortgage loan will be the entity set forth in the table below entitled “Non-Serviced Whole Loans” under “—The Mortgage Pool—Whole Loans”. See“Pooling and

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Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Operating Advisor Park Bridge Lender Services LLC, a New York limited liability company and an indirect, wholly owned subsidiary of Park Bridge Financial LLC, will be the operating advisor. The operating advisor will have certain review and reporting responsibilities with respect to the performance of the special servicers, and in certain circumstances may recommend to the certificateholders that a special servicer be replaced. The operating advisor will generally have no obligations or consultation rights as operating advisor under the pooling and servicing agreement for this transaction with respect to a non-serviced mortgage loan or any related REO property. See “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” and “Pooling and Servicing Agreement—The Operating Advisor”.

Asset Representations

Reviewer Park Bridge Lender Services LLC, a New York limited liability company and an indirect, wholly owned subsidiary of Park Bridge Financial LLC, will also be serving as the asset representations reviewer. The asset representations reviewer will be required to review certain delinquent mortgage loans after a specified delinquency threshold has been exceeded and the required percentage of certificateholders vote to direct a review of such delinquent mortgage loans. See “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” and “Pooling and Servicing Agreement—The Asset Representations Reviewer”.

Directing Certificateholder Subject to the rights of the subordinate companion loan solely with respect to any serviced A/B whole loan, described under “Description of the Mortgage Pool—The Whole Loans”, the directing certificateholder will have certain consent and consultation rights in certain circumstances with respect to the mortgage loans (other than certain excluded loans as described in the next paragraph), as further described in this prospectus. The directing certificateholder will generally be the controlling class certificateholder (or its representative) selected by more than a specified percentage (by certificate balance) of the controlling class certificateholders. In certain circumstances (such as when no directing certificateholder has been appointed and no one holder owns the largest aggregate certificate balance of the controlling class) there may be no directing certificateholder even though there is a controlling class. See “Pooling and Servicing Agreement—The Directing Certificateholder”.

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With respect to the directing certificateholder or the holder of the majority of the controlling class certificates, an “excluded loan” is a mortgage loan or whole loan with respect to which such party is a borrower, a mortgagor, a manager of a mortgaged property, the holder of a mezzanine loan that has been accelerated or as to which foreclosure or enforcement proceedings have been commenced against the equity collateral pledged to secure the related mezzanine loan, or certain affiliates thereof.

The controlling class will be the most subordinate class of the Class E, Class F and Class G certificates then-outstanding that has an aggregate certificate balance, as notionally reduced by any cumulative appraisal reduction amounts allocable to such class, at least equal to 25% of the initial certificate balance of that class;provided,however, that if at any time the certificate balances of the principal balance certificates other than the control eligible certificates and the RR Interest have been reduced to zero as a result of principal payments on the mortgage loans, then the controlling class will be the most subordinate class of control eligible certificates that has a certificate balance greater than zero without regard to any cumulative appraisal reduction amounts. As of the closing date, the controlling class will be the Class G certificates. Notwithstanding the preceding sentence, during such time as the Class E certificates would be the controlling class, the holders of such certificates will have the right to irrevocably waive their right to appoint a directing certificateholder or to exercise any of the rights of the controlling class certificateholder. No class of certificates, other than as described above, will be eligible to act as the controlling class or appoint a directing certificateholder.

It is anticipated that on the closing date, Eightfold Real Estate Capital Fund V, L.P. or its affiliate will purchase the Class X-E, Class E, Class F, Class G and Class V certificates (and may purchase certain other classes of certificates), and that Eightfold Real Estate Capital Fund V, L.P. or its affiliate is expected to be appointed as the initial directing certificateholder.

With respect to a servicing shift whole loan, the holder of the related companion loan identified in the related intercreditor agreement as the controlling note will be the controlling noteholder with respect to such servicing shift whole loan, and will be entitled to certain consent and consultation rights with respect to such servicing shift whole loan, which are substantially similar, but not identical, to those of the directing certificateholder under

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the pooling and servicing agreement for this securitization. From and after the servicing shift securitization date, the rights of the controlling noteholder of the related servicing shift whole loan (if the related control note is included in the related future securitization) are expected to be exercisable by the directing certificateholder under the related servicing shift pooling and servicing agreement. The directing certificateholder of this securitization will generally only have limited consultation rights with respect to certain servicing matters or mortgage loan modifications affecting a servicing shift mortgage loan. See “Description of the Mortgage Pool—The Whole Loans”.

With respect to any serviced subordinate companion loan described under “Description of the Mortgage Pool—The Whole Loans”, during such time as the holder of such subordinate companion loan is no longer permitted to exercise control or consultation rights under the related intercreditor agreement, the directing certificateholder will have generally similar (although not necessarily identical) consent and consultation rights with respect to the related mortgage loan as it does for the other mortgage loans in the pool. See “Description of the Mortgage Pool—The Whole Loans”.

With respect to any non-serviced whole loan, the entity identified in the table entitled “Non-Serviced Whole Loans” under “—The Mortgage Pool—Whole Loans” below is the initial directing certificateholder (or the equivalent) under the pooling and servicing agreement for the indicated transaction and will have certain consent and consultation rights with respect to such whole loan, which are substantially similar, but not identical, to those of the directing certificateholder under the pooling and servicing agreement for this securitization, subject to similar appraisal mechanics. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Risk Retention

Consultation Party The risk retention consultation party will have certain non-binding consultation rights in certain circumstances with respect to the mortgage loans (other than certain excluded loans as described in the next paragraph), as further described in this prospectus. The risk retention consultation party will generally be the party selected by the holder or holders of more than 50% of the RR Interest (by certificate balance). Morgan Stanley Mortgage Capital Holdings LLC is expected to be appointed as the initial risk retention consultation party.

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With respect to the risk retention consultation party or the holder of the majority of the RR Interest, an “excluded loan” is a mortgage loan or whole loan with respect to which such party is a borrower, a mortgagor, a manager of a mortgaged property, the holder of a mezzanine loan that has accelerated the related mezzanine loan or commenced foreclosure or enforcement proceedings against the equity collateral pledged to secure the related mezzanine loan, or any borrower party affiliate thereof.

Certain Affiliations

and Relationships The originators, the sponsors, the underwriters, and parties to the pooling and servicing agreement have various roles in this transaction as well as certain relationships with parties to this transaction and certain of their affiliates. These roles and other potential relationships may give rise to conflicts of interest as further described in this prospectus under “Risk Factors—Risks Related to Conflicts of Interest” and “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties”.

Significant Obligor There are no significant obligors related to the issuing entity.

Relevant Dates And Periods

Cut-off Date The mortgage loans will be considered part of the trust fund as of their respective cut-off dates. The cut-off date with respect to each mortgage loan is the respective due date for the monthly debt service payment that is due in April 2018 (or, in the case of any mortgage loan that has its first due date after April 2018, the date that would have been its due date in April 2018 under the terms of that mortgage loan if a monthly debt service payment were scheduled to be due in that month).

Closing Date On or about April 26, 2018.

Distribution Date The 4th business day following each determination date. The first distribution date will be in May 2018.

Determination Date The 11th day of each month or, if the 11th day is not a business day, then the business day immediately following such 11th day.

Record Date With respect to any distribution date, the last business day of the month preceding the month in which that distribution date occurs.

Business Day Under the pooling and servicing agreement, a business day will be any day other than a Saturday, a Sunday or

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a day on which banking institutions in California, Kansas, New York, North Carolina, Pennsylvania, or any of the jurisdictions in which the respective primary servicing offices of either master servicer or either special servicer or the corporate trust offices of either the certificate administrator or the trustee are located, or the New York Stock Exchange or the Federal Reserve System of the United States of America, are authorized or obligated by law or executive order to remain closed.

Interest Accrual Period The interest accrual period for each class of offered certificates for each distribution date will be the calendar month immediately preceding the month in which that distribution date occurs.

Collection Period For any mortgage loan and any distribution date, the collection period will be the period beginning with the day after the determination date in the month preceding the month in which such distribution date occurs (or, in the case of the first distribution date, commencing immediately following the cut-off date) and ending with the determination date occurring in the month in which such distribution date occurs.

Assumed Final

Distribution Date; Rated

Final Distribution Date The assumed final distribution dates set forth below for each class have been determined on the basis of the assumptions described in “Description of the Certificates—Assumed Final Distribution Date; Rated Final Distribution Date”:

Class	Assumed Final Distribution Date
Class A-1	April 2023
Class A-SB	January 2028
Class A-2	March 2028
Class A-3	April 2028
Class X-A	NAP
Class X-B	NAP
Class A-S	April 2028
Class B	April 2028
Class C	April 2028

The rated final distribution date will be the distribution date in March 2061.

Transaction Overview

On the closing date, each sponsor will sell its respective mortgage loans to the depositor, which will in turn deposit the mortgage loans into the issuing entity, a common law trust created on the closing date. The issuing entity will be formed by a pooling and servicing agreement to be entered into by the depositor, the master servicers, the special

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servicers, the certificate administrator, the trustee, the operating advisor and the asset representations reviewer.

The transfers of the mortgage loans from the sponsors to the depositor and from the depositor to the issuing entity in exchange for the offered certificates are illustrated below:

 

Offered Certificates

General We are offering the following classes of commercial mortgage pass-through certificates as part of Series 2018-BNK11:

● Class A-1

● Class A-SB

● Class A-2

● Class A-3

● Class X-A

● Class X-B

● Class A-S

● Class B

● Class C

The certificates of this Series will consist of the above classes and the RR Interest and the following classes that are not being offered by this prospectus: Class X-D, Class X-E, Class D, Class E, Class F, Class G, Class V and Class R. The RR Interest is not being offered by this prospectus.

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Certificate Balances and

Notional Amounts Your certificates will have the approximate aggregate initial certificate balance or notional amount set forth below, subject to a variance of plus or minus 5%:

Class	Approx. Initial Aggregate Certificate Balance or Notional Amount	Approx. % of Initial Pool Balance	Approx. Initial Credit Support(1)
Class A-1	$   21,300,000	3.095%	30.000%
Class A-SB	$   31,500,000	4.577%	30.000%
Class A-2	$ 195,000,000	28.335%	30.000%
Class A-3	$ 209,853,000	30.493%	30.000%
Class X-A	$ 457,653,000	NAP	NAP
Class X-B	$   88,262,000	NAP	NAP
Class A-S	$   38,410,000	5.581%	24.125%
Class B	$   49,852,000	7.244%	16.500%
Class C	$   30,238,000	4.394%	11.875%

⁽¹⁾ The approximate initial credit support with respect to the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates represents the approximate credit enhancement for the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates in the aggregate. The RR Interest provides credit support only to the limited extent that it is allocated a portion of any losses incurred on the underlying mortgage loans, which such losses are allocated between it, on the one hand, and the non-retained certificates, on the other hand,pro rata in accordance with their respective percentage allocation entitlements. See “Credit Risk Retention”.

Pass-Through Rates

A. Offered Certificates Your certificates will accrue interest at an annual rate called a pass-through rate. The initial approximate pass-through rate is set forth below for each class of certificates:

Class	Approx. Initial Pass-Through Rate(1)
Class A-1	2.9630%
Class A-SB	4.0100%
Class A-2	3.7840%
Class A-3	4.0460%
Class X-A	0.5050%
Class X-B	0.0688%
Class A-S	4.2660%
Class B	4.3575%
Class C	4.3865%

⁽¹⁾ The pass-through rate for each class of the Class A-1, Class A-SB and Class A-2 certificates will be a fixed rateper annum equal to the pass-through rate set forth opposite such class in the table. The pass-through rate for each class of the Class A-3 and Class A-S certificates will be a variable rateper annum equal to the lesser of (a) the pass-through rate set forth opposite such class in the table and (b) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date. The pass-through rate for the Class B certificates will be a variable rateper annumequal to the weighted average of the net mortgage interest rates for the related distribution dateminus 0.0290%. The pass-through rate for the Class C certificates will be a variable rateper annum equal to the weighted average of the net mortgage interest

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rates on the mortgage loans for the related distribution date. The pass-through rate for the Class X-A certificates for any distribution date will be aper annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the weighted average of the pass-through rates on the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates for the related distribution date, weighted on the basis of their respective aggregate certificate balances outstanding immediately prior to that distribution date. The pass-through rate for the Class X-B certificates for any distribution date will be aper annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the weighted average of the pass-through rates on the Class A-S and Class B certificates for the related distribution date, weighted on the basis of their respective aggregate certificate balances outstanding immediately prior to that distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.

B. Interest Rate

Calculation Convention Interest on the offered certificates at their applicable pass-through rates will be calculated based on a 360-day year consisting of twelve 30-day months, or a “30/360 basis”.

For purposes of calculating the pass-through rates on the Class X-A and Class X-B certificates and any other class of certificates that has a pass-through rate limited by, equal to or based on the weighted average net mortgage interest rate, the mortgage loan interest rates will not reflect any default interest rate, any loan term modifications agreed to by either special servicer or any modifications resulting from a borrower’s bankruptcy or insolvency.

For purposes of calculating the pass-through rates on the offered certificates, the interest rate for each mortgage loan that accrues interest based on the actual number of days in each month and assuming a 360-day year, or an “actual/360 basis”, will be recalculated, if necessary, so that the amount of interest that would accrue at that recalculated rate in the applicable month, calculated on a 30/360 basis, will equal the amount of interest that is required to be paid on that mortgage loan in that month, subject to certain adjustments as described in “Description of the Certificates—Distributions—Pass-Through Rates” and “—Interest Distribution Amount”.

C. Servicing and

 Administration Fees Each of the master servicers and the special servicers is entitled to a servicing fee or special servicing fee, as the case may be, from the interest payments on each mortgage loan (other than any non-serviced mortgage loan with respect to the special servicing fee only), any related serviced companion loan and any related REO

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loans and, with respect to the special servicing fees, if the related mortgage loan interest payments (or other collections in respect of the related mortgage loan or mortgaged property) are insufficient, then from general collections on all mortgage loans.

The servicing fee for each distribution date, including the master servicing fee and the portion of the servicing fee payable to any primary servicer or subservicer, is calculated on the outstanding principal amount of each mortgage loan (including any non-serviced mortgage loan) at a servicing fee rate equal to aper annum rate ranging from 0.00375% to 0.24444%.

The special servicing fee for each distribution date is calculated based on the outstanding principal amount of each mortgage loan (other than any non-serviced mortgage loan) and any related serviced companion loan as to which a special servicing transfer event has occurred (including any REO loans), on a loan-by-loan basis at the special servicing fee rate equal to (a) with respect to Midland Loan Services, a Division of PNC Bank, National Association, the greater of 0.25% and theper annum rate that would result in a special servicing fee for the related month of (i) $3,500 or (ii) with respect to any mortgage loan with respect to which the risk retention consultation party is entitled to consult with the special servicer, for so long as the related mortgage loan is a specially serviced loan during the occurrence and continuance of a consultation termination event, $5,000, and (b) with respect to National Cooperative Bank, N.A., the greater of 0.25% and theper annum rate that would result in a special servicing fee of $1,000 for the related month. Neither special servicer will be entitled to a special servicing fee with respect to any non-serviced mortgage loan.

Any primary servicing fees or sub-servicing fees with respect to each serviced mortgage loan and any related serviced companion loan will be paid by the applicable master servicer or special servicer, respectively, out of the fees described above.

The master servicers and special servicers are also entitled to additional fees and amounts, including income on the amounts held in certain accounts and certain permitted investments, liquidation fees and workout fees. See “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses”.

The certificate administrator fee for each distribution date is calculated on the outstanding principal amount of each mortgage loan (including any REO loan and any

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non-serviced mortgage loan) at aper annum rate equal to 0.01054%. The trustee fee is payable by the certificate administrator from the certificate administrator fee.

The operating advisor will be entitled to an upfront fee of $5,000 on the closing date. As compensation for the performance of its routine duties, the operating advisor will be entitled to a fee on each distribution date calculated on the outstanding principal amount of each mortgage loan and successor REO loan (excluding any related companion loan) at aper annum rate equal to (i) 0.00223%, except with respect to the Airport Business Center mortgage loan and the North Bay Portfolio mortgage loan, (ii) 0.00412% with respect to the Airport Business Center mortgage loan and (iii) 0.00509% with respect to the North Bay Portfolio mortgage loan. The operating advisor will also be entitled under certain circumstances to a consulting fee.

The asset representations reviewer will be entitled to an upfront fee of $5,000 on the closing date. As compensation for the performance of its routine duties, the asset representations reviewer will be entitled to a fee on each distribution date calculated on the outstanding principal amount of each mortgage loan and successor REO loan at aper annum rate equal to 0.00044%. Upon the completion of any asset review with respect to each delinquent loan, the asset representations reviewer will be entitled to a per loan fee in an amount described in “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses—Asset Representations Reviewer Compensation”.

Each party to the pooling and servicing agreement will also be entitled to be reimbursed by the issuing entity for costs, expenses and liabilities borne by them in certain circumstances.

Additionally, with respect to each distribution date, an amount equal to the product of 0.00050%per annum multiplied by the outstanding principal amount of each mortgage loan and any successor REO loan will be payable to CRE Finance Council^®as a license fee for use of their names and trademarks, including an investor reporting package.

Payment of the fees and reimbursement of the costs and expenses described above will generally have priority over the distribution of amounts payable to the certificateholders. See “Pooling and Servicing Agreement—Servicing and Other Compensation and

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Payment of Expenses” and “—Limitation on Liability; Indemnification”.

With respect to each non-serviced mortgage loan set forth in the table below, the master servicer under the related pooling and servicing agreement governing the servicing of that mortgage loan will be entitled to a primary servicing fee at aper annum rate set forth in the table below, and the special servicer under the related pooling and servicing agreement will be entitled to a special servicing fee at theper annum rate set forth below. In addition, each party to the pooling and servicing agreement governing the servicing of a non-serviced mortgage loan will be entitled to receive other fees and reimbursements with respect to such non-serviced mortgage loan in amounts, from sources, and at frequencies, that are similar, but not necessarily identical, to those described above and, in certain cases (for example, with respect to unreimbursed special servicing fees and servicing advances with respect to the related non-serviced whole loan), such amounts will be reimbursable from general collections on the mortgage loans to the extent not recoverable from the related non-serviced whole loan and to the extent allocable to such non-serviced mortgage loan pursuant to the related intercreditor agreement. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

NON-SERVICED MORTGAGE LOANS⁽¹⁾

Non-Serviced Mortgage Loan	Primary Servicing Fee Rate(2)	Special Servicing Fee Rate
Twelve Oaks Mall	0.00750%	0.25000%(3)
Extra Space - TIAA Self Storage Portfolio	0.00250%	0.25000%(3)
Apple Campus 3	0.00250%	0.25000%(3)

⁽¹⁾ Does not reflect the One Dulles Tower mortgage loan, the Northwest Hotel Portfolio mortgage loan or The Gateway mortgage loan, each of which is a servicing shift mortgage loan. After the related servicing shift securitization date, the related mortgage loan will also be a non-serviced mortgage loan, and the master servicer and special servicer under such future pooling and servicing agreement will be entitled to the primary servicing fee and special servicing fee, respectively.

⁽²⁾ Included as part of the servicing fee rate.

⁽³⁾ Such fee rate is subject to a minimum amount equal to $3,500 (or, for any month in which the related risk retention consultation party is entitled to consult, $5,000) for any month in which such fee is payable.

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Distributions

A. Allocation between

 RR Interest and

 Non-Retained Certificates The aggregate amount available for distributions to holders of the certificates (including the RR Interest) on each distribution date (net of specified expenses of the issuing entity, including fees payable to, and costs and expenses reimbursable to, the master servicers, the special servicers, the certificate administrator, the trustee, the operating advisor and the asset representations reviewer) will be allocated between amounts available for distribution to the holders of the RR Interest, on the one hand, and for distribution to all other certificates, on the other hand. The certificates other than the RR Interest are referred to in this prospectus as the “non-retained certificates”. The portion of such amount allocable to (a) the RR Interest will at all times be the product of such amount multiplied by 5% and (b) the non-retained certificates will at all times be the product of such amount multiplied by the difference between 100% and the percentage referenced in clause (a), in each case such percentages being referred to in this prospectus as the respective “percentage allocation entitlements”.

B. Amount and Order

 of Distributions

 on Non-Retained

 Certificates On each distribution date, funds available for distribution to the non-retained certificates (other than (i) any yield maintenance charges and prepayment premiums and (ii) any excess interest) will be distributed in the following amounts and order of priority:

First, to the Class A-1, Class A-SB, Class A-2, Class A-3, Class X-A, Class X-B, Class X-D and Class X-E certificates, in respect of interest, up to an amount equal to, andpro rata in accordance with, the interest entitlements for those classes;

Second, to the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates as follows: (i) to the extent of funds allocated to principal and available for distribution: (a) first,to principal on the Class A-SB certificates, until the certificate balance of the Class A-SB certificates is reduced to the planned principal balance for the related distribution date set forth in Annex E, (b) second,to principal on the Class A-1 certificates, until the certificate balance of the Class A-1 certificates has been reduced to zero, (c) third, to principal on the Class A-2 certificates, until the certificate balance of the Class A-2 certificates has been reduced to zero, (d) fourth, to principal on the Class A-3 certificates, until the certificate balance of the Class A-3 certificates has been

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reduced to zero and (e) fifth, to principal on the Class A-SB certificates, until the certificate balance of the Class A-SB certificates has been reduced to zero, or (ii) if the certificate balance of each class of certificates other than the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates and the RR Interest has been reduced to zero as a result of the allocation of mortgage loan losses to those certificates, funds available for distributions of principal will be distributed to the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates,pro rata, without regard to the distribution priorities described above or the planned principal balance of the Class A-SB certificates;

Third, to the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates, to reimburse the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates,pro rata, based upon the aggregate unreimbursed losses previously allocated to each such class,first, in an amount equal to any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by those classes, andthenin an amount equal to interest on that amount at the pass-through rate for such class;

Fourth, to the Class A-S certificates as follows: (a) to interest on the Class A-S certificates in the amount of its interest entitlement; (b) to the extent of funds allocable to principal remaining after distributions in respect of principal to each class with a higher priority (as set forth in prior enumerated clauses set forth above), to principal on the Class A-S certificates until its certificate balance has been reduced to zero; and (c) to reimburse the Class A-S certificates,firstin an amount equal to any previously unreimbursed losses on the mortgage loans that were previously allocated to those certificates, andthen in an amount equal to interest on that amount at the pass-through rate for such class;

Fifth, to the Class B certificates as follows: (a) to interest on the Class B certificates in the amount of its interest entitlement; (b) to the extent of funds allocable to principal remaining after distributions in respect of principal to each class with a higher priority (as set forth in prior enumerated clauses set forth above), to principal on the Class B certificates until its certificate balance has been reduced to zero; and (c) to reimburse the Class B certificates,firstin an amount equal to any previously unreimbursed losses on the mortgage loans that were previously allocated to those certificates, andthenin an amount equal to interest on that amount at the pass-through rate for such class;

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Sixth, to the Class C certificates as follows: (a) to interest on the Class C certificates in the amount of its interest entitlement; (b) to the extent of funds allocable to principal remaining after distributions in respect of principal to each class with a higher priority (as set forth in prior enumerated clauses set forth above), to principal on the Class C certificates until its certificate balance has been reduced to zero; and (c) to reimburse the Class C certificates,firstin an amount equal to any previously unreimbursed losses on the mortgage loans that were previously allocated to those certificates, andthenin an amount equal to interest on that amount at the pass-through rate for such class;

Seventh, to the non-offered certificates (other than the Class X-D, Class X-E, Class V and Class R certificates and the RR Interest) in the amounts and order of priority described in “Description of the Certificates—Distributions”; and

Eighth, to the Class R certificates, any remaining amounts.

For more detailed information regarding distributions on the non-retained certificates, see “Description of the Certificates—Distributions—Priority of Distributions”.

C. Interest and Principal

  Entitlements A description of the interest entitlement of each class of certificates (other than the Class V and Class R certificates) and the RR Interest can be found in “Description of the Certificates—Distributions—Interest Distribution Amount” and “Credit Risk Retention—RR Interest—Priority of Distributions”. As described in that section, there are circumstances in which your interest entitlement for a distribution date could be less than one full month’s interest at the pass-through rate on your certificate’s balance or notional amount.

A description of the amount of principal required to be distributed to each class of certificates entitled to principal on a particular distribution date can be found in “Description of the Certificates—Distributions—Principal Distribution Amount”.

D. Yield Maintenance

  Charges, Prepayment

  Premiums Yield maintenance charges and prepayment premiums with respect to the mortgage loans will be allocated to the RR Interest, on the one hand, and the non-retained certificates, on the other hand, in accordance with their respective percentage allocation entitlements. Yield maintenance charges and prepayment premiums with respect to the mortgage loans allocated to the non-

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retained certificates will be further allocated as described in “Description of the Certificates—Allocation of Yield Maintenance Charges and Prepayment Premiums”.

For an explanation of the calculation of yield maintenance charges, see “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans”.

E. Subordination,

 Allocation of Losses

 and Certain Expenses The chart below describes the manner in which the payment rights of certain classes of non-retained certificates will be senior or subordinate, as the case may be, to the payment rights of other classes of non-retained certificates. The chart also shows the allocation between the RR Interest and the non-retained certificates and the corresponding entitlement to receive principal and/or interest of certain classes of non-retained certificates (other than excess interest that accrues on each mortgage loan that has an anticipated repayment date) on any distribution date in descending order. It also shows the manner in which mortgage loan losses are allocated between the RR Interest and non-retained certificates and the manner in which the non-retained certificate allocations are further allocated to certain classes of those certificates in ascending order (beginning with the non-offered certificates, other than the Class X-D, Class X-E, Class V and Class R certificates and the RR Interest) to reduce the balance of each such class to zero;provided that no principal payments or mortgage loan losses will be allocated to the Class X-A, Class X-B, Class X-D, Class X-E, Class V or Class R certificates, although principal payments and mortgage loan losses may reduce the notional amounts of the Class X-A, Class X-B, Class X-D and Class X-E certificates and, therefore, the amount of interest they accrue.

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⁽¹⁾ The Class X-A, Class X-B, Class X-D and Class X-E certificates are interest-only certificates.

⁽²⁾ The Class X-D and Class X-E certificates and the RR Interest are non-offered certificates.

⁽³⁾ Other than the Class X-D, Class X-E, Class V and Class R certificates and the RR Interest.

Other than the subordination of certain classes of non-retained certificates, as described above, no other form of credit enhancement will be available for the benefit of the holders of the offered certificates. The right to payment of holders of the RR Interest ispro rata andpari passu with the right to payment of holders of the non-retained certificates (as a collective whole), and as described above any losses incurred on the mortgage loans will be allocated between the RR Interest, on the one hand, and the non-retained certificates, on the other hand,pro rata in accordance with their respective percentage allocation entitlements.

The notional amount of the Class X-A certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates. The notional amount of the Class X-B certificates will be reduced by

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the amount of principal losses or principal payments, if any, allocated to the Class A-S and Class B certificates.

To the extent funds are available on a subsequent distribution date for distribution on your offered certificates, you will be reimbursed for any losses allocated to your offered certificates with interest at the pass-through rate on those offered certificates in accordance with the distribution priorities.

See “Description of the Certificates—Subordination; Allocation of Realized Losses” and “Credit Risk Retention—RR Interest—Allocation of Retained Certificate Realized Losses” for more detailed information regarding the subordination provisions applicable to the certificates and the allocation of losses to the certificates.

F. Shortfalls in Available

 Funds Shortfalls will reduce the aggregate available funds and will correspondingly reduce the amount allocated to the RR Interest and non-retained certificates. The reduction in amounts available for distribution to the non-retained certificates will reduce distributions to the classes of certificates with the lowest payment priorities. Shortfalls may occur as a result of:

● the payment of special servicing fees and other additional compensation that either special servicer is entitled to receive;

● interest on advances made by either master servicer, either special servicer or the trustee (to the extent not covered by late payment charges or default interest paid by the related borrower);

● the application of appraisal reductions to reduce interest advances;

● extraordinary expenses of the issuing entity including indemnification payments payable to the parties to the pooling and servicing agreement;

● a modification of a mortgage loan’s interest rate or principal balance; and

● other unanticipated or default-related expenses of the issuing entity.

In addition, prepayment interest shortfalls on the mortgage loans that are not covered by certain compensating interest payments made by either master servicer will be allocated between the RR Interest, on the one hand, and the non-retained certificates, on the other hand, in accordance with their respective

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percentage allocation entitlements. The prepayment interest shortfalls allocated to the non-retained certificates are required to be further allocated among the classes of non-retained certificates (other than the Class V certificates) entitled to interest, on apro rata basis, to reduce the amount of interest payable on each such class of certificates to the extent described in this prospectus. See “Description of the Certificates—Prepayment Interest Shortfalls”.

G. Excess Interest On each distribution date, any excess interest in respect of the increase in the interest rate on any mortgage loan with an anticipated repayment date after the related anticipated repayment date to the extent actually collected and applied as interest during a collection period will be distributed to the holders of the Class V certificates and the RR Interest on the related distribution date as set forth in “Description of the Certificates—Distributions—Excess Interest”. This excess interest will not be available to make distributions to any other class of certificates or to provide credit support for other classes of certificates or offset any interest shortfalls or to pay any other amounts to any other party under the pooling and servicing agreement.

Advances

A. P&I Advances Each master servicer is required to advance a delinquent periodic payment on each mortgage loan (including any non-serviced mortgage loan) or any successor REO loan serviced by such master servicer, unless in each case, such master servicer or the applicable special servicer determines that the advance would be non-recoverable. None of the master servicers or the trustee will be required to advance balloon payments due at maturity or outstanding on the related anticipated repayment date in excess of the regular periodic payment, interest in excess of a mortgage loan’s regular interest rate, default interest, late payment charges, prepayment premiums or yield maintenance charges.

The amount of the interest portion of any advance will be subject to reduction to the extent that an appraisal reduction of the related mortgage loan has occurred (and with respect to any mortgage loan that is part of a whole loan, to the extent such appraisal reduction amount is allocated to the related mortgage loan). There may be other circumstances in which a master servicer will not be required to advance a full month of principal and/or interest. If the applicable master servicer fails to make a required advance, the trustee will be required to make the advance, unless the trustee

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determines that the advance would be non-recoverable. If an interest advance is made by the applicable master servicer, such master servicer will not advance the portion of interest that constitutes its servicing fee, but will advance the portion of interest that constitutes the monthly fees payable to the certificate administrator, the trustee, the operating advisor and the asset representations reviewer and the CREFC^® license fee.

None of the master servicers, the special servicers or the trustee will make, or be permitted to make, any principal or interest advance with respect to any companion loan.

See “Pooling and Servicing Agreement—Advances”.

B. Property Protection

 Advances Each master servicer may be required to make advances with respect to the mortgage loans (other than any non-serviced mortgage loan) and any related companion loan that it is required to service to pay delinquent real estate taxes, assessments and hazard insurance premiums and similar expenses necessary to:

● protect and maintain (and in the case of REO properties, lease and manage) the related mortgaged property;

● maintain the lien on the related mortgaged property; and/or

● enforce the related mortgage loan documents.

The special servicers will have no obligation to make any property protection advances (although they may elect to make them in an emergency circumstance in their sole discretion). If either special servicer makes a property protection advance, the applicable master servicer will be required to reimburse such special servicer for that advance (unless the applicable master servicer determines that the advance would be non-recoverable, in which case the advance will be reimbursed out of the related collection account) and such master servicer will be deemed to have made that advance as of the date made by the applicable special servicer.

If the applicable master servicer fails to make a required advance of this type, the trustee will be required to make this advance. None of the master servicers, the special servicers or the trustee is required to advance amounts determined by such party to be non-recoverable.

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See “Pooling and Servicing Agreement—Advances”.

With respect to any non-serviced mortgage loan, the applicable master servicer (and the trustee, as applicable) under the pooling and servicing agreement governing the servicing of that non-serviced whole loan will be required to make similar advances with respect to delinquent real estate taxes, assessments and hazard insurance premiums as described above.

C. Interest on Advances The master servicers, the special servicers and the trustee, as applicable, will be entitled to interest on the above described advances at the “Prime Rate” as published inThe Wall Street Journal, as described in this prospectus. Interest accrued on outstanding advances may result in reductions in amounts otherwise payable on the certificates. Neither the master servicers nor the trustee will be entitled to interest on advances made with respect to principal and interest due on a mortgage loan until the related due date has passed and any grace period for late payments applicable to the mortgage loan has expired. See “Pooling and Servicing Agreement—Advances”.

With respect to any non-serviced mortgage loan, the applicable makers of advances under the related pooling and servicing agreement governing the servicing of the non-serviced whole loan will similarly be entitled to interest on advances, and any accrued and unpaid interest on property protection advances made in respect of such non-serviced mortgage loan may be reimbursed from general collections on the other mortgage loans included in the issuing entity to the extent not recoverable from such non-serviced whole loan and to the extent allocable to such non-serviced mortgage loan in accordance with the related intercreditor agreement.

The Mortgage Pool

The Mortgage Pool The issuing entity’s primary assets will be 42 fixed rate commercial mortgage loans, each evidenced by one or more promissory notes secured by first mortgages, deeds of trust, deeds to secure debt or similar security instruments on the fee and/or leasehold estate of the related borrower in 76 commercial, multifamily and/or manufactured housing community properties. See “Description of the Mortgage Pool—General”.

The aggregate principal balance of the mortgage loans as of the cut-off date will be approximately $688,200,694.

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Whole Loans

Unless otherwise expressly stated in this prospectus, the term “mortgage loan” refers to each of the 42 commercial mortgage loans to be held by the issuing entity. Of the mortgage loans, each mortgage loan in the table below is part of a larger “whole loan”, which is comprised of the related mortgage loan and one or more loans that arepari passu in right of payment to the related mortgage loan (each referred to in this prospectus as a “pari passu companion loan” or a “companion loan”) and, in certain cases, one or more loans that are subordinate in right of payment to the related mortgage loan (each referred to in this prospectus as a “subordinate companion loan” or a “companion loan”). For further information regarding the whole loans, see “Description of the Mortgage Pool—The Whole Loans”.

Whole Loan Summary

Mortgage Loan Name	Mortgage Loan Cut-off Date Balance	% of Initial Pool Balance	Pari Passu Companion Loan Cut-off Date Balance	Subordinate Companion Loan Cut-off Date Balance	Mortgage Loan LTV Ratio(1)(3)	Whole Loan LTV Ratio(2)(3)	Mortgage Loan Underwritten NCF DSCR(1)	Whole Loan Underwritten NCF DSCR(2)
Twelve Oaks Mall	$66,593,280	9.7%	$133,186,563	$99,889,922	36.1%	54.2%	2.55x	1.58x
Extra Space - TIAA Self Storage Portfolio	$66,000,000	9.6%	$163,000,000	NAP	58.1%	58.1%	1.97x	1.97x
Apple Campus 3	$63,000,000	9.2%	$277,000,000	NAP	44.0%	44.0%	3.55x	3.55x
One Dulles Tower	$63,000,000	9.2%	$89,000,000	NAP	71.5%	71.5%	2.17x	2.17x
Airport Business Center	$53,000,000	7.7%	$97,000,000	NAP	61.3%	61.3%	2.12x	2.12x
Northwest Hotel Portfolio	$40,326,936	5.9%	$72,893,322	NAP	65.3%	65.3%	1.78x	1.78x
North Bay Portfolio	$35,000,000	5.1%	$19,000,000	NAP	62.4%	62.4%	1.66x	1.66x
The Gateway	$27,500,000	4.0%	$302,500,000	$220,000,000	38.0%	63.3%	3.00x	1.62x

⁽¹⁾ Calculated including any relatedpari passu companion loans but excluding any related subordinate companion loans or mezzanine debt.

⁽²⁾ Calculated including any relatedpari passu companion loans and any related subordinate companion loans but excluding any mezzanine debt.

⁽³⁾ With respect to Extra Space - TIAA Self Storage Portfolio, Apple Campus 3, One Dulles Tower and Northwest Hotel Portfolio, the Mortgage Loan LTV Ratio and Whole Loan LTV Ratio are based on an appraised value that is other than an “as-is” value, as set forth in the definition of “Appraised Value.” See “—Certain Calculations and Definitions—Definitions”.

Each of the Airport Business Center whole loan and the North Bay Portfolio whole loan will be serviced by Wells Fargo Bank, National Association, as the applicable master servicer, and Midland Loan Services, a Division of PNC Bank, National Association, as the applicable special servicer, pursuant to the pooling and servicing agreement for this transaction and is referred to in this prospectus as a “serviced whole loan”, and each related companion loan is referred to in this prospectus as a “serviced companion loan”.

Each servicing shift whole loan (a “servicing shift whole loan”, and the related mortgage loan, a “servicing shift mortgage loan”) will initially be serviced by the applicable master servicer and the applicable special servicer pursuant to the pooling and servicing agreement for this transaction. From and after the date

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on which the related controlling companion loan (or, with respect to The Gateway whole loan, the related companion loan evidenced by promissory note A-1-A) is securitized (each, a “servicing shift securitization date”), it is anticipated that each servicing shift whole loan will be serviced under, and by the master servicer (a “servicing shift master servicer”) and the special servicer (a “servicing shift special servicer”) designated in, the related pooling and servicing agreement entered into in connection with such securitization (a “servicing shift pooling and servicing agreement”). Prior to the applicable servicing shift securitization date, each servicing shift whole loan will be a “serviced whole loan”, the related mortgage loan will be a “serviced mortgage loan” and the related companion loans will be “serviced companion loans”. On and after the applicable servicing shift securitization date, each servicing shift whole loan will be a “non-serviced whole loan”, the related mortgage loan will be a “non-serviced mortgage loan” and the related companion loans will be “non-serviced companion loans”. As of the Closing Date, each of the One Dulles Tower whole loan, the Northwest Hotel Portfolio whole loan and The Gateway whole loan will be a servicing shift whole loan.

Each whole loan identified in the table below will not be serviced under the pooling and servicing agreement for this transaction and instead will be serviced under a separate pooling and servicing agreement identified in the table below entered into in connection with the securitization of one or more related companion loan(s) and is referred to in this prospectus as a “non-serviced whole loan”. The related mortgage loan is referred to as a “non-serviced mortgage loan” and the related companion loans are each referred to in this prospectus as a “non-serviced companion loan” or collectively, as the “non-serviced companion loans”. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

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Non-Serviced Whole Loans^(1)(2)(3)

Whole Loan Name	Transaction/Pooling Agreement	% of Initial Pool Balance	Master Servicer		Special Servicer		Trustee
Twelve Oaks Mall	GSMS 2018-GS9	9.7%	Wells Fargo Bank, National Association		Rialto Capital Advisors, LLC		Wilmington Trust, National Association
Extra Space - TIAA Self Storage Portfolio	CGCMT 2018-B2	9.6%	Midland Loan Services, a Division of PNC Bank, National Association		LNR Partners, LLC		Wilmington Trust, National Association
Apple Campus 3	BANK 2018-BNK10	9.2%	Wells Fargo Bank, National Association		Torchlight Loan Services, LLC		Wilmington Trust, National Association
Whole Loan Name	Certificate Administrator	Custodian		Operating Advisor		Directing Certificateholder (or equivalent)(4)
Twelve Oaks Mall	Wells Fargo Bank, National Association	Wells Fargo Bank, National Association		Pentalpha Surveillance LLC		Teachers Insurance and Annuity Association of America(5)
Extra Space - TIAA Self Storage Portfolio	Citibank, N.A.	Citibank, N.A.		Park Bridge Lender Services LLC		LNR Securities Holdings, LLC
Apple Campus 3	Wells Fargo Bank, National Association	Wells Fargo Bank, National Association		Pentalpha Surveillance LLC		Torchlight Investors, LLC

⁽¹⁾ Information in this table is presented as of the closing date of the related securitization or, if such securitization has not yet closed, reflects information regarding the expected parties to such securitization.

⁽²⁾ Each of the One Dulles Tower whole loan, the Northwest Hotel Portfolio whole loan and The Gateway whole loan will constitute a non-serviced whole loan after the related servicing shift securitization date.

⁽³⁾ With respect to each servicing shift whole loan, the right to remove the related special servicer and other control rights will be exercisable by the holder of the related control note designated under the related co-lender agreement. If such control note is included in a securitization trust, the party designated under the related pooling and servicing agreement will be entitled to exercise the rights of the control note holder. See also “Description of the Mortgage Pool—The Whole Loans—The Gateway Pari Passu-A/B Whole Loan.”

⁽⁴⁾ The related transaction documents may provide that the directing certificateholder may either be the entity specified or an affiliate thereof.

⁽⁵⁾ If a control appraisal period is in effect under the related co-lender agreement, a different companion loan may be designated the related “control note.” If such control note is included in a securitization trust, the party designated under the related pooling and servicing agreement will be entitled to exercise the rights of the control note holder. See “Description of the Mortgage Pool—The Whole Loans—The Twelve Oaks Mall Pari Passu-A/B Whole Loan.”

Mortgage Loan Characteristics

The following tables set forth certain anticipated characteristics of the mortgage loans as of the cut-off date (unless otherwise indicated). Except as specifically provided in this prospectus, various information presented in this prospectus (including loan-to-value ratios, debt service coverage ratios, debt yields and cut-off date balances per net rentable square foot, pad, room or unit, as applicable) with respect to any mortgage loan with apari passucompanion loan or subordinate companion loan is calculated including the principal balance and debt service payment of the relatedpari passucompanion loan(s), but is calculated excluding the principal balance and debt service payment of any related subordinate companion loan (or any subordinate debt encumbering the related mortgaged property or any related mezzanine debt or preferred equity).

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The sum of the numerical data in any column may not equal the indicated total due to rounding. Unless otherwise indicated, all figures and percentages presented in this “Summary of Terms” are calculated as described under “Description of the Mortgage Pool—Certain Calculations and Definitions” and, unless otherwise indicated, such figures and percentages are approximate and in each case, represent the indicated figure or percentage of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. The principal balance of each mortgage loan as of the cut-off date assumes the timely receipt of principal scheduled to be paid on or before the cut-off date and no defaults, delinquencies or prepayments on, or modifications of, any mortgage loan on or prior to the cut-off date. Whenever percentages and other information in this prospectus are presented on the mortgaged property level rather than the mortgage loan level, the information for mortgage loans secured by more than one mortgaged property (or part of a group of more than one cross-collateralized mortgage loan) is based on allocated loan amounts as stated in Annex A-1.

The mortgage loans will have the following approximate characteristics as of the cut-off date:

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Cut-off Date Mortgage Loan Characteristics

	All Mortgage Loans
Initial Pool Balance(1)	$688,200,694
Number of mortgage loans	42
Number of mortgaged properties	76
Number of crossed loans	0
Crossed loans as a percentage	0.0%
Range of Cut-off Date Balances	$1,240,000 to $66,593,280
Average Cut-off Date Balance	$16,385,731
Range of Mortgage Rates	3.3650% to 5.7200%
Weighted average Mortgage Rate	4.4158%
Range of original terms to maturity(2)	120 months to 120 months
Weighted average original term to maturity(2)	120 months
Range of remaining terms to maturity(2)	117 months to 120 months
Weighted average remaining term to maturity(2)	119 months
Range of original amortization terms(3)	300 months to 480 months
Weighted average original amortization term(3)	359 months
Range of remaining amortization terms(3)	298 months to 479 months
Weighted average remaining amortization term(3)	359 months
Range of Cut-off Date LTV Ratios(4)(5)(6)	1.0% to 74.9%
Weighted average Cut-off Date LTV Ratio(4)(5)(6)	54.8%
Range of LTV Ratios as of the maturity date(2)(4)(5)(6)	0.8% to 71.5%
Weighted average LTV Ratio as of the maturity date(2)(4)(5)(6)	50.4%
Range of U/W NCF DSCRs(5)(6)(7)	1.23x to 56.99x
Weighted average U/W NCF DSCR(5)(6)(7)	2.67x
Range of U/W NOI Debt Yields(5)(6)	8.3% to 321.1%
Weighted average U/W NOI Debt Yield(5)(6)	14.0%
Percentage of Initial Pool Balance consisting of:
Amortizing Balloon	34.0%
Interest-only, Balloon	30.9%
Interest-only, ARD	18.3%
Interest-only, Amortizing Balloon	16.8%

⁽¹⁾ Subject to a permitted variance of plus or minus 5%.

⁽²⁾ With respect to any mortgage loan with an anticipated repayment date, calculated as of the related anticipated repayment date.

⁽³⁾ Excludes 15 mortgage loans identified on Annex A-1 as Extra Space - TIAA Self Storage Portfolio, Apple Campus 3, One Dulles Tower, Airport Business Center, The Gateway, One Lincoln Station, Crescendo Las Vegas Self Storage Portfolio, Park City Self Storage, Sparrows Lodge, Peter Pan MHC, Wesley House Ltd., 3600 Fieldston Road Apartment Corporation, Skylark MHC, Thornycroft Tenants’ Corp. and Rio Seco MHC, collectively representing approximately 49.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date,

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which are interest-only for the entire term or until the anticipated repayment date, as applicable.

⁽⁴⁾ Loan-to-value ratios (such as, for example, the loan-to-value ratios as of the cut-off date and the loan-to-value ratios at the maturity date) with respect to the mortgage loans were generally calculated using “as-is” values (or any equivalent term) as described under “Description of the Mortgage Pool—Certain Calculations and Definitions”;provided, that with respect to certain mortgage loans, the related loan-to-value ratios have been calculated using “as-complete”, “as-stabilized” or similar hypothetical values. In addition, with respect to certain mortgage loans secured by multiple mortgaged properties, the appraised value may be an “as portfolio” value that assigns a premium to the value of the mortgaged properties as a whole, which value exceeds the sum of their individual appraised values. Such mortgage loans are identified under the definition of “Appraised Value” set forth under “Description of the Mortgage Pool—Certain Calculations and Definitions—Definitions”. See “Risk Factors—Risks Relating to the Mortgage Loans—Appraisals May Not Reflect Current or Future Market Value of Each Property”.

⁽⁵⁾ In the case of mortgage loans that have one or morepari passu companion loans and/or subordinate companion loans that are not included in the issuing entity, the debt service coverage ratio, loan-to-value ratio and debt yield have been calculated including the relatedpari passucompanion loan(s) but excluding any related subordinate companion loan. With respect to the Twelve Oaks Mall mortgage loan, representing approximately 9.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the related loan-to-value ratio as of the cut-off date, underwritten net cash flow debt service coverage ratio and underwritten net operating income debt yield calculated including the related subordinate companion loans are 54.2%, 1.58x and 10.2%, respectively. With respect to The Gateway mortgage loan, representing approximately 4.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the related loan-to-value ratio as of the cut-off date, underwritten net cash flow debt service coverage ratio and underwritten net operating income debt yield calculated including the related subordinate companion loans are 63.3%, 1.62x and 6.8%, respectively.

⁽⁶⁾ For mortgage loans secured by residential cooperative properties, debt service coverage ratios and debt yield information are calculated using the projected net operating income and the projected net cash flow reflected in the most recent appraisal obtained by or otherwise in the possession of the related mortgage loan seller as of the cut-off date assuming such mortgaged property is operated as a rental property. The loan-to-value ratio information for mortgage loans secured by residential cooperative properties is based upon the appraised value of the residential cooperative property reflected in the most recent appraisal obtained by or otherwise in the possession of the related mortgage loan seller as of the cut-off date determined as if such residential cooperative property is operated as a residential cooperative and, in general, such value equals the sum of (i) the gross share value of all cooperative units in such residential cooperative property (applying a discount for units that are subject to existing rent regulated, rent stabilized or rent controlled rental tenants as and if deemed appropriate by the appraiser), based in part on various comparable sales of cooperative apartment units in the market, plus (ii) the amount of the underlying debt encumbering such residential cooperative property. See “Risk Factors—Risks Relating to the Mortgage Loans—Residential Cooperative Properties Have Special Risks”.

⁽⁷⁾ Debt service coverage ratios (such as, for example, underwritten net cash flow debt service coverage ratios or underwritten net operating income debt service coverage ratios) are calculated based on “Annual Debt Service”, as defined under “Description of the Mortgage Pool—Certain Calculations and Definitions—Definitions”.

All of the mortgage loans accrue interest on an actual/360 basis.

For further information regarding the mortgage loans, see “Description of the Mortgage Pool”.

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Modified and Refinanced

Loans None of the mortgage loans were modified due to a delinquency or were refinancings of loans in default at the time of refinancing and/or otherwise involved discounted pay-offs in connection with the origination of the mortgage loan. See “Description of the Mortgage Pool—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings”.

Properties with Limited

Operating History 4 of the mortgaged properties, representing approximately 22.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (by allocated loan amount), (i) were constructed or the subject of a major renovation that was completed within 12 calendar months prior to the cut-off date or are leased fee properties and, therefore, the related mortgaged property has no or limited prior operating history, (ii) have a borrower or an affiliate under the related mortgage loan that acquired the related mortgaged property within 12 calendar months prior to the cut-off date and such borrower or affiliate was unable to provide the related mortgage loan seller with historical financial information for such acquired mortgaged property or (iii) are single tenant properties subject to triple-net leases with the related tenant where the related borrower did not provide the related mortgage loan seller with historical financial information for the related mortgaged property.

See “Description of the Mortgage Pool—Certain Calculations and Definitions” and “Description of the Mortgage Pool—Mortgage Pool Characteristics—Mortgaged Properties With Limited Prior Operating History”.

Certain Variances from

Underwriting Standards Each sponsor maintains its own set of underwriting guidelines, which typically relate to credit and collateral analysis, loan approval, debt service coverage ratio and loan-to-value ratio analysis, assessment of property condition, escrow requirements and requirements regarding title insurance policy and property insurance. Certain of the mortgage loans may vary from the related mortgage loan seller’s underwriting guidelines described under “Transaction Parties—The Sponsors and Mortgage Loan Sellers”.

With respect to 4 mortgage loans being contributed by Wells Fargo Bank, National Association, collectively representing approximately 27.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, there was an exception from the applicable

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mortgage loan seller’s underwriting guidelines with respect to the satisfaction of certain underwriting criteria (e.g., occupancy, minimum debt service coverage ratio, underwritten management fees, underwritten vacancies, underwritten occupancy, reserves, single-purpose entity covenants,etc.).

With respect to 1 mortgage loan being contributed by National Cooperative Bank, N.A. and representing approximately 0.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, there was an exception from the related mortgage loan seller’s underwriting guidelines with respect to the related borrower’s provision of audited financial statements.

See “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines”.

Additional Aspects of Certificates

Denominations The offered certificates with certificate balances that are initially offered and sold to purchasers will be issued in minimum denominations of $10,000 and integral multiples of $1 in excess of $10,000. The certificates with notional amounts will be issued, maintained and transferred only in minimum denominations of authorized initial notional amounts of not less than $1,000,000 and in integral multiples of $1 in excess of $1,000,000.

Registration, Clearance

and Settlement Each class of offered certificates will initially be registered in the name of Cede & Co., as nominee of The Depository Trust Company, or DTC.

You may hold offered certificates through: (1) DTC in the United States; or (2) Clearstream Banking, S.A. or Euroclear Bank, as operator of the Euroclear System. Transfers within DTC, Clearstream Banking, S.A. or Euroclear Bank, as operator of the Euroclear System, will be made in accordance with the usual rules and operating procedures of those systems.

We may elect to terminate the book-entry system through DTC (with the consent of the DTC participants), Clearstream Banking, S.A. or Euroclear Bank, as operator of the Euroclear System, with respect to all or any portion of any class of the offered certificates.

See “Description of the Certificates—Delivery, Form, Transfer and Denomination—Book-Entry Registration”.

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Credit Risk Retention For a discussion of the manner in which the U.S. credit risk retention requirements will be satisfied by Morgan Stanley Mortgage Capital Holdings LLC, as retaining sponsor, see “Credit Risk Retention”.

None of the sponsors, the depositor, the issuing entity or any other party to the transaction intends to retain a material net economic interest in the securitization constituted by the issue of the offered certificates in accordance with the EU risk retention and due diligence requirements or to take any other action which may be required by EEA-regulated investors for the purposes of their compliance with the EU risk retention and due diligence requirements or similar requirements. See “Risk Factors—Other Risks Relating to the Certificates—Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity of the Offered Certificates”.

Information Available to

Certificateholders On each distribution date, the certificate administrator will prepare and make available to each certificateholder of record, initially expected to be Cede & Co., a statement as to the distributions being made on that date. Additionally, under certain circumstances, certificateholders of record may be entitled to certain other information regarding the issuing entity. See “Description of the Certificates—Reports to Certificateholders; Certain Available Information”.

Deal Information/Analytics Certain information concerning the mortgage loans and the certificates will be available to certificateholders through:

● the certificate administrator’s website initially located at www.ctslink.com; and

may be available to certificateholders through:

● the master servicers’ websites initially located at www.wellsfargo.com/com/comintro (with respect to Wells Fargo Bank, National Association) and www.ncb.coop (with respect to National Cooperative Bank, N.A.).

Optional Termination On any distribution date on which the aggregate principal balance of the pool of mortgage loans is less than 1.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (solely for the purposes of this calculation, the Apple Campus 3 mortgage loan and the One Dulles Tower mortgage loan will be excluded from the aggregate principal balance of the pool of mortgage loans as of the cut-off date and as of the related determination date), certain entities

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specified in this prospectus will have the option to purchase all of the remaining mortgage loans (and all property acquired through exercise of remedies in respect of any mortgage loan) at the price specified in this prospectus.

The issuing entity may also be terminated in connection with a voluntary exchange of all the then-outstanding certificates (other than the Class V and Class R certificates and the RR Interest) and deemed payment of a price specified in this prospectus for the mortgage loans then held by the issuing entity,provided that (i) the Class A-1, Class A-SB, Class A-2, Class A-3, Class A-S, Class B, Class C and Class D certificates are no longer outstanding, (ii) there is only one holder (or multiple holders acting unanimously) of the outstanding certificates (other than the Class V and Class R certificates and the RR Interest), (iii) such holder (or holders) pay an amount equal to the RR Interest’s proportionate share of the price specified in this prospectus and (iv) the master servicers consent to the exchange.

See “Pooling and Servicing Agreement—Termination; Retirement of Certificates”.

Required Repurchases or

Substitutions of Mortgage

Loans; Loss of Value

Payment Under certain circumstances, the related mortgage loan seller may be obligated to (i) repurchase (without payment of any yield maintenance charge or prepayment premium) or substitute an affected mortgage loan from the issuing entity or (ii) make a cash payment that would be deemed sufficient to compensate the issuing entity in the event of a document defect or a breach of a representation and warranty made by the related mortgage loan seller with respect to the mortgage loan in the related mortgage loan purchase agreement that materially and adversely affects the value of the mortgage loan, the value of the related mortgaged property or the interests of any certificateholders in the mortgage loan or mortgaged property or causes the mortgage loan to be other than a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Internal Revenue Code of 1986, as amended (but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective loan to be treated as a “qualified mortgage”). See “Description of the Mortgage Loan Purchase Agreements—General”.

Sale of Defaulted Loans Pursuant to the pooling and servicing agreement, under certain circumstances the applicable special servicer is

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required to use reasonable efforts to solicit offers for defaulted serviced mortgage loans (or a defaulted serviced whole loan and/or related REO properties) and, in the absence of a cash offer at least equal to its outstanding principal balance plus all accrued and unpaid interest and outstanding costs and expenses and certain other amounts under the pooling and servicing agreement, may accept the first (and, if multiple offers are received, the highest) cash offer from any person that constitutes a fair price for the defaulted serviced mortgage loan (or defaulted serviced whole loan) or related REO property, determined as described in “Pooling and Servicing Agreement—Realization Upon Mortgage Loans”and“—Sale of Defaulted Loans and REO Properties”, unless the applicable special servicer determines, in accordance with the servicing standard (and subject to the requirements of any related intercreditor agreement), that rejection of such offer would be in the best interests of the certificateholders and any related companion loan holder (as a collective whole as if such certificateholders and such companion loan holder constituted a single lender).

With respect to any non-serviced mortgage loan, if a relatedpari passu companion loan becomes a defaulted mortgage loan under the pooling and servicing agreement for the relatedpari passu companion loan and the special servicer under the related pooling and servicing agreement for the relatedpari passucompanion loan(s) determines to sell suchpari passucompanion loan(s), then that special servicer will be required to sell such non-serviced mortgage loan together with the relatedpari passucompanion loan(s) and, in certain cases, any related subordinate companion loan(s) in a manner similar to that described above. See “Description of the Mortgage Pool—The Whole Loans”.

Tax Status Elections will be made to treat designated portions of the issuing entity (exclusive of interest that is deferred after the anticipated repayment date of each mortgage loan with an anticipated repayment date and the excess interest distribution account) as two separate REMICs – the lower-tier REMIC and the upper-tier REMIC – for federal income tax purposes.

In addition, the portion of the issuing entity consisting of the excess interest accrued on any mortgage loan with an anticipated repayment date will be classified as a trust, the beneficial owners of which are the holders of the Class V certificates and the RR Interest.

Pertinent federal income tax consequences of an investment in the offered certificates include:

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● Each class of offered certificates will constitute REMIC “regular interests”.

● The offered certificates will be treated as newly originated debt instruments for federal income tax purposes.

● You will be required to report income on your offered certificates using the accrual method of accounting.

● It is anticipated that the Class X-A and Class X-B certificates will be issued with original issue discount, that the Class C certificates will be issued withde minimis original issue discount and that the Class A-1, Class A-SB, Class A-2, Class A-3, Class A-S and Class B certificates will be issued at a premium for federal income tax purposes.

See “Material Federal Income Tax Considerations”.

Certain ERISA

Considerations Subject to important considerations described under “Certain ERISA Considerations”, the offered certificates are eligible for purchase by persons investing assets of employee benefit plans or individual retirement accounts.

Legal Investment None of the certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended.

If your investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities, then you may be subject to restrictions on investment in the certificates. You should consult your own legal advisors for assistance in determining the suitability of and consequences to you of the purchase, ownership, and sale of the certificates.

The issuing entity will not be registered under the Investment Company Act of 1940, as amended. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended, contained in Section 3(c)(5) of the Investment Company Act of 1940, as amended, or Rule 3a-7 under the Investment Company Act of 1940, as amended, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity will not be relying upon Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940, as amended, as a basis for not registering under the Investment Company Act of 1940,

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as amended. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act (both as defined in this prospectus).

See “Legal Investment”.

Ratings The offered certificates will not be issued unless each of the offered classes receives a credit rating from one or more of the nationally recognized statistical rating organizations engaged by the depositor to rate the offered certificates. The decision not to engage one or more other rating agencies in the rating of certain classes of certificates to be issued in connection with this transaction, may negatively impact the liquidity, market value and regulatory characteristics of those classes of certificates. Neither the depositor nor any other person or entity will have any duty to notify you if any other nationally recognized statistical rating organization issues, or delivers notice of its intention to issue, unsolicited ratings on one or more classes of certificates after the date of this prospectus.

See “Risk Factors—Other Risks Relating to the Certificates—Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded” and “Ratings”.

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Risk Factors

You should carefully consider the following risks before making an investment decision. In particular, distributions on your certificates will depend on payments received on, and other recoveries with respect to the mortgage loans. Therefore, you should carefully consider the risk factors relating to the mortgage loans and the mortgaged properties.

If any of the following events or circumstances identified as risks actually occur or materialize, your investment could be materially and adversely affected. We note that additional risks and uncertainties not presently known to us may also impair your investment.

This prospectus also contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this prospectus.

The Certificates May Not Be a Suitable Investment for You

The certificates will not be suitable investments for all investors. In particular, you should not purchase any class of certificates unless you understand and are able to bear the risk that the yield to maturity and the aggregate amount and timing of distributions on the certificates will be subject to material variability from period to period and give rise to the potential for significant loss over the life of the certificates. The interaction of the foregoing factors and their effects are impossible to predict and are likely to change from time to time. As a result, an investment in the certificates involves substantial risks and uncertainties and should be considered only by sophisticated institutional investors with substantial investment experience with similar types of securities and who have conducted appropriate due diligence on the mortgage loans, the mortgaged properties and the certificates.

Combination or “Layering” of Multiple Risks May Significantly Increase Risk of Loss

Although the various risks discussed in this prospectus are generally described separately, you should consider the potential effects of the interplay of multiple risk factors. Where more than one significant risk factor is present, the risk of loss to an investor in the certificates may be significantly increased.

Risks Related to Market Conditions and Other External Factors

The Volatile Economy, Credit Crisis and Downturn in the Real Estate Market Have Adversely Affected and May Continue To Adversely Affect the Value of CMBS

In recent years, the real estate and securitization markets, including the market for commercial mortgage-backed securities (“CMBS”), experienced significant dislocations, illiquidity and volatility. We cannot assure you that another dislocation in CMBS will not occur.

Any economic downturn may adversely affect the financial resources of borrowers under commercial mortgage loans and may result in their inability to make payments on, or refinance, their outstanding mortgage debt when due or to sell their mortgaged properties

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for an aggregate amount sufficient to pay off the outstanding debt when due. As a result, distributions of principal and interest on your certificates, and the value of your certificates, could be adversely affected.

Other Events May Affect the Value and Liquidity of Your Investment

Moreover, other types of events, domestic or international, may affect general economic conditions and financial markets:

● Wars, revolts, terrorist attacks, armed conflicts, energy supply or price disruptions, political crises, natural disasters and man-made disasters may have an adverse effect on the mortgaged properties and/or your certificates; and

● Trading activity associated with indices of CMBS may drive spreads on those indices wider than spreads on CMBS, thereby resulting in a decrease in value of such CMBS, including your certificates, and spreads on those indices may be affected by a variety of factors, and may or may not be affected for reasons involving the commercial and multifamily real estate markets and may be affected for reasons that are unknown and cannot be discerned.

You should consider that the foregoing factors may adversely affect the performance of the mortgage loans and accordingly the performance of the offered certificates.

Risks Relating to the Mortgage Loans

Mortgage Loans Are Non-Recourse and Are Not Insured or Guaranteed

The mortgage loans are not insured or guaranteed by any person or entity, governmental or otherwise.

Investors should treat each mortgage loan as a non-recourse loan, except for residential cooperative loans sold to the trust by National Cooperative Bank, N.A., which are generally fully recourse to the borrower but do not have separate guarantors for non-recourse carveouts. If a default occurs on a non-recourse loan, recourse generally may be had only against the specific mortgaged properties and other assets that have been pledged to secure the mortgage loan. Consequently, payment prior to maturity is dependent primarily on the sufficiency of the net operating income of the mortgaged property. Payment at maturity or anticipated repayment date is primarily dependent upon the market value of the mortgaged property or the borrower’s ability to refinance or sell the mortgaged property.

Although the mortgage loans (except for residential cooperative loans sold to the trust by National Cooperative Bank, N.A., which are generally full recourse to the related borrower but do not have separate guarantors for non-recourse carveouts) generally are non-recourse in nature, certain mortgage loans contain non-recourse carveouts for liabilities such as liabilities as a result of fraud by the borrower, certain voluntary insolvency proceedings or other matters. Certain mortgage loans set forth under “Description of the Mortgage Pool—Non-Recourse Carveout Limitations” either do not contain non-recourse carveouts or contain material limitations to non-recourse carveouts. Often these obligations are guaranteed by an affiliate of the related borrower, although liability under any such guaranty may be capped or otherwise limited in amount or scope. Furthermore, certain guarantors may be foreign entities or individuals which, while subject to the domestic governing law provisions in the guaranty and related mortgage loan documents, could nevertheless require enforcement of any judgment in relation to a guaranty in a foreign jurisdiction, which could, in turn, cause a significant time delay or result in the inability to

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enforce the guaranty under foreign law. Additionally, the guarantor’s net worth and liquidity may be less (and in some cases, materially and substantially less) than amounts due under the related mortgage loan or the guarantor’s sole asset may be its interest in the related borrower. Moreover, certain mortgage loans may permit the replacement of the guarantor subject to the requirements set forth in the related mortgage loan documents. Certain mortgage loans may have the benefit of a general payment guaranty of a portion of the indebtedness under the mortgage loan.

With respect to certain of the mortgage loans the related guaranty and/or environmental indemnity contains provisions to the effect that, provided certain conditions are satisfied, the recourse liability of the guarantor will not apply to any action, event or condition arising after the foreclosure, delivery of a deed-in-lieu of foreclosure, or appointment of a receiver, of the mortgaged property, pursuant to such mortgage loan and/or after the foreclosure, acceptance of a transfer in lieu of foreclosure or appointment of a receiver by a mezzanine lender under any related mezzanine loan.

The non-recourse carveout provisions contained in certain of the mortgage loan documents may also limit the liability of the non-recourse carveout guarantor for certain monetary obligations or covenants related to the use and operation of the mortgaged property to the extent that there is sufficient cash flow generated by the mortgaged property and made available to the related borrower and/or non-recourse carveout guarantor to take or prevent such required action.

In all cases, the mortgage loans should be considered to be non-recourse obligations because neither the depositor nor the sponsors make any representation or warranty as to the obligation or ability of any borrower or guarantor to pay any deficiencies between any foreclosure proceeds and the mortgage loan indebtedness.

Risks of Commercial and Multifamily Lending Generally

The mortgage loans will be secured by various income-producing commercial and multifamily properties. The repayment of a commercial or multifamily loan is typically dependent upon the ability of the related mortgaged property to produce cash flow through the collection of rents. Even the liquidation value of a commercial property is determined, in substantial part, by the capitalization of the property’s ability to produce cash flow. However, net operating income can be volatile and may be insufficient to cover debt service on the loan at any given time.

The net operating incomes and property values of the mortgaged properties may be adversely affected by a large number of factors. Some of these factors relate to the properties themselves, such as:

● the age, design and construction quality of the properties;

● perceptions regarding the safety, convenience and attractiveness of the properties;

● the characteristics and desirability of the area where the property is located;

● the strength and nature of the local economy, including labor costs and quality, tax environment and quality of life for employees;

● the proximity and attractiveness of competing properties;

● the adequacy of the property’s management and maintenance;

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● increases in interest rates, real estate taxes and operating expenses at the property and in relation to competing properties;

● an increase in the capital expenditures needed to maintain the properties or make improvements;

● the dependence upon a single tenant or concentration of tenants in a particular business or industry;

● a decline in the businesses operated by tenants or in their financial condition;

● an increase in vacancy rates; and

● a decline in rental rates as leases are renewed or entered into with new tenants.

Other factors are more general in nature, such as:

● national or regional economic conditions, including plant closings, military base closings, industry slowdowns, oil and/or gas drilling facility slowdowns or closings and unemployment rates;

● local real estate conditions, such as an oversupply of competing properties, retail space, office space, multifamily housing or hotel capacity;

● demographic factors;

● consumer confidence;

● consumer tastes and preferences;

● political factors;

● environmental factors;

● seismic activity risk;

● retroactive changes in building codes;

● changes or continued weakness in specific industry segments;

● location of certain mortgaged properties in less densely populated or less affluent areas; and

● the public perception of safety for customers and clients.

The volatility of net operating income will be influenced by many of the foregoing factors, as well as by:

● the length of tenant leases (including that in certain cases, all or substantially all of the tenants, or one or more sole, anchor or other major tenants, at a particular mortgaged property may have leases that expire or permit the tenant(s) to terminate its lease during the term of the loan);

● the quality and creditworthiness of tenants;

● tenant defaults;

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● in the case of rental properties, the rate at which new rentals occur;

● with respect to residential cooperative loans, the discretion afforded to the cooperative board of directors to establish maintenance charges payable by tenant-shareholders; and

● the property’s “operating leverage”, which is generally the percentage of total property expenses in relation to revenue, the ratio of fixed operating expenses to those that vary with revenues, and the level of capital expenditures required to maintain the property and to retain or replace tenants.

A decline in the real estate market or in the financial condition of a major tenant will tend to have a more immediate effect on the net operating income of properties with relatively higher operating leverage or short term revenue sources, such as short term or month to month leases, and may lead to higher rates of delinquency or defaults.

Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases

General

Any tenant may, from time to time, experience a downturn in its business, which may weaken its financial condition and result in a reduction or failure to make rental payments when due. Tenants under certain leases included in the underwritten net cash flow, underwritten net operating income or occupancy may nonetheless be in financial distress. If tenants’ sales were to decline, percentage rents may decline and, further, tenants may be unable to pay their base rent or other occupancy costs. If a tenant defaults in its obligations to a property owner, that property owner may experience delays in enforcing its rights as lessor and may incur substantial costs and experience significant delays associated with protecting its investment, including costs incurred in renovating and reletting the property.

Additionally, the income from, and market value of, the mortgaged properties leased to various tenants would be adversely affected if:

● space in the mortgaged properties could not be leased or re-leased or substantial re-leasing costs were required and/or the cost of performing landlord obligations under existing leases materially increased;

● leasing or re-leasing is restricted by exclusive rights of tenants to lease the mortgaged properties or other covenants not to lease space for certain uses or activities, or covenants limiting the types of tenants to which space may be leased;

● a significant tenant were to become a debtor in a bankruptcy case;

● rental payments could not be collected for any other reason; or

● a borrower fails to perform its obligations under a lease resulting in the related tenant having a right to terminate such lease.

In addition, certain tenants may be part of a chain that is in financial distress as a whole, or the tenant’s parent company may have implemented or expressed an intent to implement a plan to consolidate or reorganize its operations, close a number of stores in the chain, reduce exposure, relocate stores or otherwise reorganize its business to cut costs.

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There may be (and there may exist from time to time) pending or threatened legal proceedings against, or disputes with, certain tenants and/or their parent companies that may have a material adverse effect on the related tenant’s ability to pay rent or remain open for business. We cannot assure you that any such litigation or dispute will not result in a material decline in net operating income at the related mortgaged property.

Certain tenants currently may be in a rent abatement period. We cannot assure you that such tenants will be in a position to pay full rent when the abatement period expires. We cannot assure you that the net operating income contributed by the mortgaged properties will remain at its current or past levels.

A Tenant Concentration May Result in Increased Losses

Mortgaged properties that are owner-occupied or leased to a single tenant, or a tenant that makes up a significant portion of the rental income, also are more susceptible to interruptions of cash flow if that tenant’s business operations are negatively impacted or if such tenant fails to renew its lease. This is so because:

● the financial effect of the absence of rental income may be severe;

● more time may be required to re-lease the space; and

● substantial capital costs may be incurred to make the space appropriate for replacement tenants.

In the event of a default by that tenant, if the related lease expires prior to the mortgage loan maturity date and the related tenant fails to renew its lease or if such tenant exercises an early termination option, there would likely be an interruption of rental payments under the lease and, accordingly, insufficient funds available to the borrower to pay the debt service on the mortgage loan. In certain cases where the tenant owns the improvements on the mortgaged property, the related borrower may be required to purchase such improvements in connection with the exercise of its remedies.

With respect to certain of these mortgaged properties that are leased to a single tenant, the related leases may expire prior to, or soon after, the maturity dates of the mortgage loans or the related tenant may have the right to terminate the lease prior to the maturity date of the mortgage loan. If the current tenant does not renew its lease on comparable economic terms to the expired lease, if a single tenant terminates its lease or if a suitable replacement tenant does not enter into a new lease on similar economic terms, there could be a negative impact on the payments on the related mortgage loan.

A deterioration in the financial condition of a tenant, the failure of a tenant to renew its lease or the exercise by a tenant of an early termination right can be particularly significant if a mortgaged property is owner-occupied, leased to a single tenant, or if any tenant makes up a significant portion of the rental income at the mortgaged property.

Concentrations of particular tenants among the mortgaged properties or within a particular business or industry at one or multiple mortgaged properties increase the possibility that financial problems with such tenants or such business or industry sectors could affect the mortgage loans. In addition, the mortgage loans may be adversely affected if a tenant at the mortgaged property is highly specialized, or dependent on a single industry or only a few customers for its revenue. See “—Tenant Bankruptcy Could Result in a Rejection of the Related Lease” below, and “Description of the Mortgage Pool—Tenant Issues—Tenant Concentrations” for information on tenant concentrations in the mortgage pool.

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Mortgaged Properties Leased to Multiple Tenants Also Have Risks

If a mortgaged property has multiple tenants, re-leasing expenditures may be more frequent than in the case of mortgaged properties with fewer tenants, thereby reducing the cash flow available for payments on the related mortgage loan. Multi-tenant mortgaged properties also may experience higher continuing vacancy rates and greater volatility in rental income and expenses. See Annex A-1 for tenant lease expiration dates for the 5 largest tenants at each mortgaged property.

Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks

If a mortgaged property is leased in whole or substantial part to the borrower under the mortgage loan or to an affiliate of the borrower, there may be conflicts of interest. For instance, it is more likely a landlord will waive lease conditions for an affiliated tenant than it would for an unaffiliated tenant. We cannot assure you that the conflicts of interest arising where a borrower is affiliated with a tenant at a mortgaged property will not adversely impact the value of the related mortgage loan.

In certain cases, an affiliated lessee may be a tenant under a master lease with the related borrower, under which the tenant is obligated to make rent payments but does not occupy any space at the mortgaged property. Master leases in these circumstances may be used to bring occupancy to a “stabilized” level with the intent of finding additional tenants to occupy some or all of the master leased space, but may not provide additional economic support for the mortgage loan. If a mortgaged property is leased in whole or substantial part to the borrower or to an affiliate of the borrower, a deterioration in the financial condition of the borrower or its affiliate could significantly affect the borrower’s ability to perform under the mortgage loan as it would directly interrupt the cash flow from the mortgaged property if the borrower’s or its affiliate’s financial condition worsens. We cannot assure you that any space leased by a borrower or an affiliate of the borrower will eventually be occupied by third party tenants.

Tenant Bankruptcy Could Result in a Rejection of the Related Lease

The bankruptcy or insolvency of a major tenant or a number of smaller tenants, such as in retail properties, may have an adverse impact on the mortgaged properties affected and the income produced by such mortgaged properties. Under the federal bankruptcy code, a tenant has the option of assuming or rejecting or, subject to certain conditions, assuming and assigning to a third party, any unexpired lease. If the tenant rejects the lease, the landlord’s claim for breach of the lease would (absent collateral securing the claim) be treated as a general unsecured claim against the tenant and a lessor’s damages for lease rejection are generally subject to certain limitations. We cannot assure you that tenants of the mortgaged properties will continue making payments under their leases or that tenants will not file for bankruptcy protection in the future or, if any tenants do file, that they will continue to make rental payments in a timely manner. See “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws”. See “Description of the Mortgage Pool—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” for information regarding bankruptcy issues with respect to certain mortgage loans.

In the case of certain mortgage loans included in the mortgage pool, it may be possible that the related master lease could be construed in a bankruptcy as a financing lease or other arrangement under which the related master lessee (and/or its affiliates) would be deemed as effectively the owner of the related mortgaged property, rather than a tenant, which could result in potentially adverse consequences for the trust, as the holder of such

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mortgage loan, including treatment of the mortgage loan as an unsecured obligation, a potentially greater risk of an unfavorable plan of reorganization and competing claims of creditors of the related master lessee and/or its affiliates.

Leases That Are Not Subordinated to the Lien of the Mortgage or Do Not Contain Attornment Provisions May Have an Adverse Impact at Foreclosure

In certain jurisdictions, if tenant leases are subordinated to the liens created by the mortgage but do not contain attornment provisions that require the tenant to recognize a successor owner, the tenants may terminate their leases upon the transfer of the property to a foreclosing lender or purchaser at foreclosure. Accordingly, if a mortgaged property is located in such a jurisdiction and is leased to one or more desirable tenants under leases that are subordinate to the mortgage and do not contain attornment provisions, such mortgaged property could experience a further decline in value if such tenants’ leases were terminated. This is particularly likely if those tenants were paying above-market rents or could not be replaced. If a lease is not subordinate to a mortgage, the issuing entity will not possess the right to dispossess the tenant upon foreclosure of the mortgaged property (unless otherwise agreed to with the tenant). Also, if the lease contains provisions inconsistent with the mortgage (e.g., provisions relating to application of insurance proceeds or condemnation awards) or which could affect the enforcement of the lender’s rights (e.g., a right of first refusal to purchase the property), the provisions of the lease will take precedence over the provisions of the mortgage. Not all leases were reviewed to ascertain the existence of attornment or subordination provisions.

With respect to certain of the mortgage loans, the related borrower may have given to certain tenants or others an option to purchase, a right of first refusal and/or a right of first offer to purchase all or a portion of the mortgaged property in the event a sale is contemplated, and such right is not subordinate to the related mortgage. This may impede the mortgagee’s ability to sell the related mortgaged property at foreclosure, or, upon foreclosure, this may affect the value and/or marketability of the related mortgaged property. See “Description of the Mortgage Pool—Tenant Issues—Purchase Options and Rights of First Refusal” for information regarding material purchase options and/or rights of first refusal, if any, with respect to mortgaged properties securing certain mortgage loans.

Early Lease Termination Options May Reduce Cash Flow

Leases often give tenants the right to terminate the related lease, abate or reduce the related rent, and/or exercise certain remedies against the related borrower for various reasons or upon various conditions, including:

● if the borrower for the applicable mortgaged property allows uses at the mortgaged property in violation of use restrictions in current tenant leases,

● if the borrower or any of its affiliates owns other properties within a certain radius of the mortgaged property and allows uses at those properties in violation of use restrictions,

● if the related borrower fails to provide a designated number of parking spaces,

● if there is construction at the related mortgaged property or an adjacent property (whether or not such adjacent property is owned or controlled by the borrower or any of its affiliates) that may interfere with visibility of, access to or a tenant’s use of the mortgaged property or otherwise violate the terms of a tenant’s lease,

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● upon casualty or condemnation with respect to all or a portion of the mortgaged property that renders such mortgaged property unsuitable for a tenant’s use or if the borrower fails to rebuild such mortgaged property within a certain time,

● if a tenant’s use is not permitted by zoning or applicable law,

● if the tenant is unable to exercise an expansion right,

● if the landlord defaults on its obligations under the lease,

● if a landlord leases space at the mortgaged property or within a certain radius of the mortgaged property to a competitor,

● if the tenant fails to meet certain sales targets or other business objectives for a specified period of time,

● if significant tenants at the subject property go dark or terminate their leases, or if a specified percentage of the mortgaged property is unoccupied,

● if the landlord violates the tenant’s exclusive use rights for a specified period of time,

● if the related borrower violates covenants under the related lease or if third parties take certain actions that adversely affect such tenants’ business or operations,

● in the case of government sponsored tenants, at any time or for lack of appropriations, or

● if the related borrower violates covenants under the related lease or if third parties take certain actions that adversely affect such tenants’ business or operations.

In certain cases, compliance or satisfaction of landlord covenants may be the responsibility of a third party affiliated with the borrower or, in the event that partial releases of the applicable mortgaged property are permitted, an unaffiliated or affiliated third party.

Any exercise of a termination right by a tenant at a mortgaged property could result in vacant space at the related mortgaged property, renegotiation of the lease with the related tenant or re-letting of the space. Any such vacated space may not be re-let. Furthermore, such foregoing termination and/or abatement rights may arise in the future or materially adversely affect the related borrower’s ability to meet its obligations under the related mortgage loan documents. See “Description of the Mortgage Pool—Tenant Issues—Lease Expirations and Terminations” for information on material tenant lease expirations and early termination options.

Mortgaged Properties Leased to Not-for-Profit Tenants Also Have Risks

Certain mortgaged properties may have tenants that are charitable institutions that generally rely on contributions from individuals and government grants or other subsidies to pay rent on office space and other operating expenses. We cannot assure you that the rate, frequency and level of individual contributions or governmental grants and subsidies will continue with respect to any such institution. A reduction in contributions or grants may impact the ability of the related institution to pay rent, and we cannot assure you that the related borrower will be in a position to meet its obligations under the related mortgage loan documents if such tenant fails to pay its rent.

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Retail Properties Have Special Risks

Certain of the mortgage loans are secured by retail properties. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Retail Properties”. The value of retail properties is significantly affected by the quality of the tenants as well as fundamental aspects of real estate, such as location and market demographics, as well as changes in shopping methods and choices. Some of the risks related to these matters are further described in “—Risks of Commercial and Multifamily Lending Generally” and “—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases” above,“—Changes in the Retail Sector, Such as Online Shopping and Other Uses of Technology, Could Affect the Business Models and Viability of Retailers”, “—The Performance of the Retail Properties is Subject to Conditions Affecting the Retail Sector” and “—Some Retail Properties Depend on Anchor Stores or Major Tenants to Attract Shoppers and Could be Materially Adversely Affected by the Loss of, or a Store Closure by, One or More of These Anchor Stores or Major Tenants” below.

Rental payments from tenants of retail properties typically comprise the largest portion of the net operating income of those mortgaged properties. The correlation between success of tenant business and a retail property’s value may be more direct with respect to retail properties than other types of commercial property because a component of the total rent paid by certain retail tenants is often tied to a percentage of gross sales. We cannot assure you that the net operating income contributed by the mortgaged retail properties or the rates of occupancy at the retail stores will remain at the levels specified in this prospectus or remain consistent with past performance.

Changes in the Retail Sector, Such as Online Shopping and Other Uses of Technology, Could Affect the Business Models and Viability of Retailers.

Online shopping and the use of technology, such as smartphone shopping applications, to transact purchases or to aid purchasing decisions have increased in recent years and are expected to continue to increase in the future. This trend is affecting business models, sales and profitability of some retailers and could adversely affect the demand for retail real estate and occupancy at retail properties securing the mortgage loans. Any resulting decreases in rental revenue could have a material adverse effect on the value of retail properties securing the mortgage loans.

Some of these developments in the retail sector have led to retail companies, including several national retailers, filing for bankruptcy and/or voluntarily closing certain of their stores. Borrowers may be unable to re-lease such space or to re-lease it on comparable or more favorable terms. As a result, the bankruptcy or closure of a national tenant may adversely affect a retail borrower’s revenues. In addition, such closings may allow other tenants to modify their leases to terms that are less favorable for borrowers or to terminate their leases, also adversely impacting their revenues. See also “—Some Retail Properties Depend on Anchor Stores or Major Tenants to Attract Shoppers and Could be Materially Adversely Affected by the Loss of, or a Store Closure by, One or More of These Anchor Stores or Major Tenants” below.

In addition to competition from online shopping, retail properties face competition from sources outside a specific geographical real estate market. For example, all of the following compete with more traditional retail properties for consumers: factory outlet centers, discount shopping centers and clubs, catalogue retailers, home shopping networks and telemarketing. Continued growth of these alternative retail outlets (which often have lower operating costs) could adversely affect the rents collectible at the retail properties included in the pool of mortgage loans, as well as the income from, and market value of, the

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mortgaged properties and the related borrower’s ability to refinance such property. Moreover, additional competing retail properties may be built in the areas where the retail properties are located.

We cannot assure you that these developments in the retail sector will not adversely affect the performance of retail properties securing the mortgage loans.

The Performance of the Retail Properties is Subject to Conditions Affecting the Retail Sector.

Retail properties are also subject to conditions that could negatively affect the retail sector, such as increased unemployment, increased federal income and payroll taxes, increased health care costs, increased state and local taxes, increased real estate taxes, industry slowdowns, lack of availability of consumer credit, weak income growth, increased levels of consumer debt, poor housing market conditions, adverse weather conditions, natural disasters, plant closings, and other factors. Similarly, local real estate conditions, such as an oversupply of, or a reduction in demand for, retail space or retail goods, and the supply and creditworthiness of current and prospective tenants may negatively impact those retail properties.

In addition, the limited adaptability of certain shopping malls or strip centers that have proven unprofitable may result in high (and possibly extremely high) loss severities on mortgage loans secured by those shopping malls or strip centers. For example, it is possible that a significant amount of advances made by the applicable servicer(s) of a mortgage loan secured by a shopping mall or strip center property, combined with low liquidation proceeds in respect of that property, may result in a loss severity exceeding 100% of the outstanding principal balance of that mortgage loan.

Some Retail Properties Depend on Anchor Stores or Major Tenants to Attract Shoppers and Could be Materially Adversely Affected by the Loss of, or a Store Closure by, One or More of These Anchor Stores or Major Tenants.

The presence or absence of an “anchor tenant” or a “shadow anchor tenant” in or near a retail property also can be important to the performance of a retail property because anchors play a key role in generating customer traffic and making a retail property desirable for other tenants. Retail properties may also have shadow anchor tenants. An “anchor tenant” is located on the related mortgaged property, usually proportionately larger in size than most or all other tenants at the mortgaged property, and is vital in attracting customers to a retail property. A “shadow anchor tenant” is usually proportionally larger in size than most tenants at the mortgaged property, is important in attracting customers to a retail property and is located sufficiently close and convenient to the mortgaged property so as to influence and attract potential customers, but is not located on the mortgaged property.

If anchor stores in a mortgaged property were to close, the related borrower may be unable to replace those anchors in a timely manner or without suffering adverse economic consequences. In addition, anchor tenants and non-anchor tenants at anchored or shadow anchored retail centers may have co-tenancy clauses and/or operating covenants in their leases or operating agreements that permit those tenants or anchor stores to cease operating, reduce rent or terminate their leases if the anchor or shadow anchor tenant goes dark or if the subject store is not meeting the minimum sales requirement under its lease. Even if non-anchor tenants do not have termination or rent abatement rights, the loss of an anchor tenant or a shadow anchor tenant may have a material adverse impact on the non-anchor tenant’s ability to operate because the anchor or shadow anchor tenant plays a key

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role in generating customer traffic and making a center desirable for other tenants. This, in turn, may adversely impact the borrower’s ability to meet its obligations under the related mortgage loan. In addition, in the event that a “shadow anchor” fails to renew its lease, terminates its lease or otherwise ceases to conduct business within a close proximity to the mortgaged property, customer traffic at the mortgaged property may be substantially reduced. If an anchor tenant goes dark, generally the borrower’s only remedy may be to terminate that lease after the anchor tenant has been dark for a specified amount of time.

Certain anchor tenants may have the right to demolish and rebuild, or substantially alter, their premises, which may result in disruptions similar to those described above.

Certain anchor tenant and tenant estoppels will have been obtained in connection with the origination of the mortgage loans. These estoppels may identify disputes between the related borrower and the applicable anchor tenant or tenant, or alleged defaults or potential defaults by the applicable property owner under the lease or a reciprocal easement and/or operating agreement (each, an “REA”). Such disputes, defaults or potential defaults, could lead to a termination or attempted termination of the applicable lease or REA by the anchor tenant or tenant or to the tenant withholding some or all of its rental payments or to litigation against the related borrower. We cannot assure you that the anchor tenant or tenant estoppels obtained identify all potential disputes that may arise with respect to the mortgaged retail properties, or that anchor tenant or tenant disputes will not have a material adverse effect on the ability of borrowers to repay their mortgage loans.

Certain retail properties may have specialty use tenants. See “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” below. See also “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Retail Properties” and “—Mortgage Pool Characteristics—Property Types—Specialty Use Concentrations”.

Office Properties Have Special Risks

In addition to the factors discussed in “—Risks of Commercial and Multifamily Lending Generally” and “—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases” above, other factors may adversely affect the financial performance and value of office properties, including:

● the physical attributes of the building in relation to competing buildings (e.g., age, condition, design, appearance, access to transportation and ability to offer certain amenities, such as sophisticated building systems and/or business wiring requirements);

● the adaptability of the building to changes in the technological needs of the tenants;

● an adverse change in population, patterns of telecommuting or sharing of office space, and employment growth (which creates demand for office space); and

● in the case of a medical office property, (a) the proximity of such property to a hospital or other healthcare establishment, (b) reimbursements for patient fees from private or government sponsored insurers, (c) its ability to attract doctors and nurses to be on staff, and (d) its ability to afford and acquire the latest medical equipment. Issues related to reimbursement (ranging from nonpayment to delays in payment) from such insurers could adversely impact cash flow at such mortgaged property.

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Moreover, the cost of refitting office space for a new tenant is often higher than the cost of refitting other types of properties for new tenants.

Certain office tenants at the mortgaged properties may use their leased space to create shared workspaces that they lease to other businesses. Shared workspaces are rented by customers on a short term basis. Short term space users may be more impacted by economic fluctuations compared to traditional long term office leases, which has the potential to impact operating profitability of the company offering the shared space and, in turn, its ability to maintain its lease payments. This may subject the related mortgage loan to increased risk of default and loss.

If one or more major tenants at a particular office property were to close or remain vacant, we cannot assure you that such tenants would be replaced in a timely manner or without incurring material additional costs to the related borrower and resulting in an adverse effect on the financial performance of the property.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Office Properties”.

Multifamily Properties Have Special Risks

In addition to the factors discussed in “—Risks of Commercial and Multifamily Lending Generally” and “—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases” above, other factors may adversely affect the financial performance and value of multifamily properties, including:

● the quality of property management;

● the ability of management to provide adequate maintenance and insurance;

● the types of services or amenities that the property provides;

● the property’s reputation;

● the level of mortgage interest rates, which may encourage tenants to purchase rather than lease housing;

● the generally short terms of residential leases and the need for continued reletting;

● rent concessions and month-to-month leases, which may impact cash flow at the property;

● the tenant mix, such as the tenant population being predominantly students or being heavily dependent on workers from a particular business or industry or personnel from or workers related to a local military base or oil and/or gas drilling industries;

● in the case of student housing facilities or properties leased primarily to students, which may be more susceptible to damage or wear and tear than other types of multifamily housing, the reliance on the financial well-being of the college or university to which it relates, competition from on campus housing units, which may adversely affect occupancy, the physical layout of the housing, which may not be readily convertible to traditional multifamily use, and that student tenants have a higher turnover rate than other types of multifamily tenants, which in certain

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cases is compounded by the fact that student leases are available for periods of less than 12 months;

● certain multifamily properties may be considered to be “flexible apartment properties”. Such properties have a significant percentage of units leased to tenants under short-term leases (less than one year in term), which creates a higher turnover rate than for other types of multifamily properties;

● restrictions on the age or income of tenants who may reside at the property;

● dependence upon governmental programs that provide rent subsidies to tenants pursuant to tenant voucher programs, which vouchers may be used at other properties and influence tenant mobility;

● adverse local, regional or national economic conditions, which may limit the amount of rent that may be charged and may result in a reduction of timely rent payments or a reduction in occupancy levels;

● state and local regulations, which may affect the building owner’s ability to increase rent to market rent for an equivalent apartment; and

● the existence of government assistance/rent subsidy programs, and whether or not they continue and provide the same level of assistance or subsidies.

Certain states regulate the relationship between an owner and its tenants. Commonly, these laws require a written lease, good cause for eviction, disclosure of fees, and notification to residents of changed land use, while prohibiting unreasonable rules, retaliatory evictions, and restrictions on a resident’s choice of unit vendors. Apartment building owners have been the subject of suits under state “Unfair and Deceptive Practices Acts” and other general consumer protection statutes for coercive, abusive or unconscionable leasing and sales practices. A few states offer more significant protection. For example, in some states, there are provisions that limit the bases on which a landlord may terminate a tenancy or increase a tenant’s rent or prohibit a landlord from terminating a tenancy solely by reason of the sale of the owner’s building.

In addition to state regulation of the landlord tenant relationship, numerous counties and municipalities impose rent regulation, rent stabilization or rent control on apartment buildings. These ordinances may limit rent increases to fixed percentages, to percentages of increases in the consumer price index, to increases set or approved by a governmental agency, or to increases determined through mediation or binding arbitration. Any limitations on a borrower’s ability to raise property rents may impair such borrower’s ability to repay its multifamily loan from its net operating income or the proceeds of a sale or refinancing of the related multifamily property.

Certain of the mortgage loans may be secured in the future by mortgaged properties that are subject to certain affordable housing covenants and other covenants and restrictions with respect to various tax credit, city, state and federal housing subsidies, rent stabilization or similar programs, in respect of various units within the mortgaged properties. The limitations and restrictions imposed by these programs could result in losses on the mortgage loans. In addition, in the event that the program is cancelled, it could result in less income for the project. These programs may include, among others:

● rent limitations that would adversely affect the ability of borrowers to increase rents to maintain the condition of their mortgaged properties and satisfy operating expenses;

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● tenant income restrictions that may reduce the number of eligible tenants in those mortgaged properties and result in a reduction in occupancy rates; and

● with respect to residential cooperative properties, restrictions on the sale price for which units may be re-sold.

The difference in rents between subsidized or supported properties and other multifamily rental properties in the same area may not be a sufficient economic incentive for some eligible tenants to reside at a subsidized or supported property that may have fewer amenities or be less attractive as a residence. As a result, occupancy levels at a subsidized or supported property may decline, which may adversely affect the value and successful operation of such property.

Certain of the multifamily properties may be residential cooperative buildings and the land under any such building is owned or leased by a non-profit residential cooperative corporation. The cooperative owns all the units in the building and all common areas. Its tenants own stock, shares or membership certificates in the corporation. This ownership entitles the tenant-stockholders to proprietary leases or occupancy agreements which confer exclusive rights to occupy specific units. Generally, the tenant-stockholders make monthly maintenance payments which represent their share of the cooperative corporation’s mortgage loan payments, real property taxes, reserve contributions and capital expenditures, maintenance and other expenses, less any income the corporation may receive. These payments are in addition to any payments of principal and interest the tenant-stockholder may be required to make on any loans secured by its shares in the cooperative.

A number of factors may adversely affect the value and successful operation of a residential cooperative property. See “—Residential Cooperative Properties Have Special Risks” below.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Multifamily Properties”.

Self Storage Properties Have Special Risks

In addition to the factors discussed in “—Risks of Commercial and Multifamily Lending Generally” above, other factors may adversely affect the financial performance and value of self storage properties, including:

● decreased demand;

● lack of proximity to apartment complexes or commercial users;

● apartment tenants moving to single family homes;

● decline in services rendered, including security;

● dependence on business activity ancillary to renting units;

● security concerns;

● age of improvements; or

● competition or other factors.

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Self storage properties are considered vulnerable to competition, because both acquisition costs and break-even occupancy are relatively low. The conversion of self storage facilities to alternative uses would generally require substantial capital expenditures. Thus, if the operation of any of the self storage properties becomes unprofitable, the liquidation value of that self storage mortgaged property may be substantially less, relative to the amount owing on the mortgage loan, than if the self storage mortgaged property were readily adaptable to other uses.

Tenants at self storage properties tend to require and receive privacy, anonymity and efficient access, each of which may heighten environmental and other risks related to such property as the borrower may be unaware of the contents in any self storage unit. No environmental assessment of a self storage mortgaged property included an inspection of the contents of the self storage units at that mortgaged property, and there is no assurance that all of the units included in the self storage mortgaged properties are free from hazardous substances or other pollutants or contaminants or will remain so in the future.

Certain mortgage loans secured by self storage properties may be affiliated with a franchise company through a franchise agreement. The performance of a self storage property affiliated with a franchise company may be affected by the continued existence and financial strength of the franchisor, the public perception of a service mark, and the duration of the franchise agreement. The transferability of franchise license agreements is restricted. In the event of a foreclosure, the lender or its agent would not have the right to use the franchise license without the franchisor’s consent. In addition, certain self storage properties may derive a material portion of revenue from business activities ancillary to self storage such as truck rentals, parking fees and similar activities which require special use permits or other discretionary zoning approvals. See Annex A-1 and the footnotes related thereto.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Self Storage Properties”.

Industrial Properties Have Special Risks

In addition to the factors discussed in “—Risks of Commercial and Multifamily Lending Generally” and “—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases” above, other factors may adversely affect the financial performance and value of industrial properties, including:

● reduced demand for industrial space because of a decline in a particular industry segment;

● the property becoming functionally obsolete;

● building design and adaptability;

● unavailability of labor sources;

● changes in access, energy prices, strikes, relocation of highways, the construction of additional highways or other factors;

● changes in proximity of supply sources;

● the expenses of converting a previously adapted space to general use; and

● the location of the property.

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Industrial properties may be adversely affected by reduced demand for industrial space occasioned by a decline in a particular industry segment in which the related tenants conduct their businesses (for example, a decline in consumer demand for products sold by a tenant using the property as a distribution center). In addition, a particular industrial or warehouse property that suited the needs of its original tenant may be difficult to relet to another tenant or may become functionally obsolete relative to newer properties. Furthermore, lease terms with respect to industrial properties are generally for shorter periods of time and may result in a substantial percentage of leases expiring in the same year at any particular industrial property. In addition, mortgaged properties used for many industrial purposes are more prone to environmental concerns than other property types.

Aspects of building site design and adaptability affect the value of an industrial property. Site characteristics that are generally desirable to a warehouse/industrial property include high clear ceiling heights, wide column spacing, a large number of bays (loading docks) and large bay depths, divisibility, a layout that can accommodate large truck minimum turning radii and overall functionality and accessibility.

In addition, because of unique construction requirements of many industrial properties, any vacant industrial property space may not be easily converted to other uses. Thus, if the operation of any of the industrial properties becomes unprofitable due to competition, age of the improvements or other factors such that the borrower becomes unable to meet its obligations on the related mortgage loan, the liquidation value of that industrial property may be substantially less, relative to the amount owing on the related mortgage loan, than would be the case if the industrial property were readily adaptable to other uses.

Location is also important because an industrial property requires the availability of labor sources, proximity to supply sources and customers and accessibility to rail lines, major roadways and other distribution channels.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Industrial Properties”.

Hospitality Properties Have Special Risks

In addition to the factors discussed in “—Risks of Commercial and Multifamily Lending Generally” above, various other factors may adversely affect the financial performance and value of hospitality properties, including:

● adverse economic and social conditions, either local, regional or national (which may limit the amount that can be charged for a room and reduce occupancy levels);

● continuing expenditures for modernizing, refurbishing and maintaining existing facilities prior to the expiration of their anticipated useful lives;

● ability to convert to alternative uses which may not be readily made;

● a deterioration in the financial strength or managerial capabilities of the owner or operator of a hospitality property;

● changes in travel patterns caused by general adverse economic conditions, fear of terrorist attacks, adverse weather conditions and changes in access, energy prices, strikes, travel costs, relocation of highways, the construction of additional highways, concerns about travel safety or other factors; and

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● relative illiquidity of hospitality investments which limits the ability of the borrowers and property managers to respond to changes in economic or other conditions.

Because hotel rooms are generally rented for short periods of time, the financial performance of hospitality properties tends to be affected by adverse economic conditions and competition more quickly than other commercial properties. Additionally, as a result of high operating costs, relatively small decreases in revenue can cause significant stress on a property’s cash flow.

Moreover, the hospitality and lodging industry is generally seasonal in nature and different seasons affect different hospitality properties differently depending on type and location. This seasonality can be expected to cause periodic fluctuations in a hospitality property’s room and restaurant revenues, occupancy levels, room rates and operating expenses. We cannot assure you that cash flow will be sufficient to offset any shortfalls that occur at the mortgaged property during slower periods or that the related mortgage loans provide for seasonality reserves, or if seasonality reserves are provided for, that such reserves will be funded or will be sufficient or available to fund such shortfalls.

In addition, certain hospitality properties are limited-service, select service or extended stay hotels. Hospitality properties that are limited-service, select service or extended stay hotels may subject a lender to more risk than full-service hospitality properties as they generally require less capital for construction than full-service hospitality properties. In addition, as limited-service, select service or extended stay hotels generally offer fewer amenities than full-service hospitality properties, they are less distinguishable from each other. As a result, it is easier for limited-service, select service or extended stay hotels to experience increased or unforeseen competition.

In addition to hotel operations, some hospitality properties also operate entertainment complexes that include restaurants, lounges, nightclubs and/or banquet and meeting spaces and may derive a significant portion of the related property’s revenue from such operations. Consumer demand for entertainment resorts is particularly sensitive to downturns in the economy and the corresponding impact on discretionary spending on leisure activities. Changes in discretionary consumer spending or consumer preferences could be driven by factors such as perceived or actual general economic conditions, high energy, fuel and food costs, the increased cost of travel, the weakened job market, perceived or actual disposable consumer income and wealth, fears of recession and changes in consumer confidence in the economy, or fears of war and future acts of terrorism. These factors could reduce consumer demand for the leisure activities that the property offers, thus imposing practical limits on pricing and harming operations. Restaurants and nightclubs are particularly vulnerable to changes in consumer preferences. In addition, a nightclub’s, restaurant’s or bar’s revenue is extremely dependent on its popularity and perception. These characteristics are subject to change rapidly and we cannot assure you that any of a hospitality property’s nightclubs, restaurants or bars will maintain their current level of popularity or perception in the market. Any such change could have a material adverse effect on the net cash flow of the property.

Some of the hospitality properties have liquor licenses associated with the mortgaged property. The liquor licenses for these mortgaged properties are generally held by affiliates of the related borrowers, unaffiliated managers or operating lessees. The laws and regulations relating to liquor licenses generally prohibit the transfer of such licenses to any person, or condition such transfer on the prior approval of the governmental authority that issued the license. In the event of a foreclosure of a hospitality property that holds a liquor license, the applicable special servicer on behalf of the issuing entity or a purchaser in a foreclosure sale would likely have to apply for a new license, which might not be granted or

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might be granted only after a delay that could be significant. We cannot assure you that a new license could be obtained promptly or at all. The lack of a liquor license in a hospitality property could have an adverse impact on the revenue from the related mortgaged property or on the hospitality property’s occupancy rate.

In addition, there may be risks associated with hospitality properties that have not entered into or become a party to any franchise agreement, license agreement or other “flag”. Hospitality properties often enter into these types of agreements in order to align the hospitality property with a certain public perception or to benefit from a centralized reservation system. We cannot assure you that hospitality properties that lack such benefits will be able to operate successfully on an independent basis.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Hospitality Properties”.

Risks Relating to Affiliation with a Franchise or Hotel Management Company

The performance of a hospitality property affiliated with a franchise or hotel management company depends in part on:

● the continued existence and financial strength of the franchisor or hotel management company;

● the public perception of the franchise or hotel chain service mark; and

● the duration of the franchise licensing or management agreements.

The continuation of a franchise agreement, license agreement or management agreement is subject to specified operating standards and other terms and conditions set forth in such agreements. The failure of a borrower to maintain such standards or adhere to other applicable terms and conditions, such as property improvement plans, could result in the loss or cancellation of their rights under the franchise, license or hotel management agreement. We cannot assure you that a replacement franchise affiliation (either through a franchise, license or management agreement, as the case may be) could be obtained in the event of termination or that such replacement franchise affiliation would be of equal quality to the terminated franchise affiliation. In addition, a replacement franchise, license and/or hospitality property manager may require significantly higher fees as well as the investment of capital to bring the hospitality property into compliance with the requirements of the replacement franchisor, licensor and/or hospitality property manager. Any provision in a franchise agreement, license agreement or management agreement providing for termination because of a bankruptcy of a franchisor, licensor or manager generally will not be enforceable.

The transferability of franchise agreements, license agreements and property management agreements may be restricted. In the event of a foreclosure, the lender may not have the right to use the franchise license without the franchisor’s consent or the manager might be able to terminate the management agreement. Conversely, in the case of certain mortgage loans, the lender may be unable to remove a franchisor/licensor or a hotel management company that it desires to replace following a foreclosure and, further, may be limited as regards the pool of potential transferees for a foreclosure or real estate owned property.

In some cases where a hospitality property is subject to a license, franchise or management agreement, the licensor, franchisor or manager has required or may in the

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future require the completion of various repairs and/or renovations pursuant to a property improvement plan issued by the licensor, franchisor or manager. Failure to complete those repairs and/or renovations in accordance with the plan could result in the hospitality property losing its license or franchise or in the termination of the management agreement. Annex A-1 and the related footnotes set forth the amount of reserves, if any, established under the related mortgage loans in connection with any of those repairs and/or renovations. We cannot assure you that any amounts reserved will be sufficient to complete the repairs and/or renovations required with respect to any affected hospitality property. In addition, in some cases, those reserves will be maintained by the franchisor, licensor or property manager. Furthermore, the lender may not require a reserve for repairs and/or renovations in all instances.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Hospitality Properties”.

Manufactured Housing Community Properties Have Special Risks

In addition to the factors discussed in “—Risks of Commercial and Multifamily Lending Generally” and “—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases” above, other factors may adversely affect the financial performance and value of manufactured housing community properties, including:

● the number of competing residential developments in the local market, such as: other manufactured housing community properties, apartment buildings and site-built single family homes;

● the physical attributes of the community, including its age and appearance;

● the location of the manufactured housing property;

● the presence and/or continued presence of sufficient manufactured homes at the manufactured housing property (manufactured homes are not generally part of the collateral for a mortgage loan secured by a manufactured housing property; rather, the pads upon which manufactured homes are located are leased to the owners of such manufactured homes; accordingly, manufactured homes may be moved from a manufactured housing property);

● the type of services or amenities it provides;

● any age restrictions;

● the property’s reputation; and

● state and local regulations, including rent control and rent stabilization, and tenant association rights.

The manufactured housing community properties have few improvements (which are highly specialized) and are “single-purpose” properties that could not be readily converted to general residential, retail or office use. Thus, if the operation of any of the manufactured housing community properties becomes unprofitable due to competition, age of the improvements or other factors such that the borrower becomes unable to meet its obligations on the related mortgage loan, the liquidation value of that manufactured housing community property may be substantially less, relative to the amount owing on the related mortgage loan, than would be the case if the manufactured housing community property were readily adaptable to other uses.

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Some manufactured housing community properties are either recreational vehicle resorts or have a significant portion of the properties that are intended to accommodate short-term occupancy by recreational vehicles, and tenancy of these communities may vary significantly by season. This seasonality may cause periodic fluctuations in revenues, tenancy levels, rental rates and operating expenses for these properties.

Some of the manufactured housing community mortgaged properties securing the mortgage loans in the trust may have a material number of leased homes that are currently owned by the related borrower or an affiliate thereof and rented by the respective tenants like apartments. In circumstances where the leased homes are owned by an affiliate of the borrower, the related pads may, in some cases, be subject to a master lease with that affiliate. In such cases, the tenants will tend to be more transient and less tied to the property than if they owned their own home. Such leased homes do not, in all (or, possibly, in any) such cases, constitute collateral for the related mortgage loan. Some of the leased homes that are not collateral for the related mortgage loan are rented on a lease-to-own basis. In some cases, the borrower itself owns, leases, sells and/or finances the sale of homes, although generally the related income therefrom will be excluded for loan underwriting purposes. See also representation and warranty no. 33 on Annex D-1 and the exceptions thereto on Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D-1). Some of the leased homes owned by a borrower or its affiliate may be financed and a default on that financing may materially adversely affect the performance of the manufactured housing community mortgaged property.

Certain of the manufactured housing community mortgaged properties may not be connected in their entirety to public water and/or sewer systems. In such cases, the borrower could incur a substantial expense if it were required to connect the property to such systems in the future. In addition, the use of well water enhances the likelihood that the property could be adversely affected by a recognized environmental condition that impacts soil and groundwater.

Certain jurisdictions may give the related homeowner’s association or even individual homeowners a right of first refusal with respect to a proposed sale of the manufactured housing community property.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Manufactured Housing Community Properties”.

Residential Cooperative Properties Have Special Risks

In addition to the factors discussed in “—Risks of Commercial and Multifamily Lending Generally” and “—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases” above, other factors may adversely affect the financial performance and value of residential cooperative properties, including:

● the ability of tenants to remain in a cooperative property after its conversion from a rental property, at below market rents and subject to applicable law, including rent regulation, rent stabilization and rent control laws;

● the primary dependence of a borrower upon maintenance payments and any rental income from units or commercial areas to meet debt service obligations and the discretion afforded to the cooperative board of directors to establish maintenance charges payable by tenant-shareholders;

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● the concentration of shares relating to units of the sponsor, owner or investor after conversion from rental housing, which may result in an inability to meet debt service obligations on the corporation’s mortgage loan if the sponsor, owner or investor is unable to make the required maintenance payments;

● the failure of a borrower to qualify for favorable tax treatment as a “cooperative housing corporation” in any one or more years, which may reduce the cash flow available to make payments on the related mortgage loan; and

● that, upon foreclosure, in the event a residential cooperative property becomes a rental property, all or certain units at that rental property could be subject to rent regulation, rent stabilization or rent control laws, at below market rents, which may affect rental income levels and the marketability and sale proceeds of the rental property as a whole. Certain of the residential cooperative mortgaged properties have a substantial number of units that are owned by the related coop sponsor or an investor, and leased by it to rental tenants, which units are currently subject to rent regulation, rent stabilization or rent control laws and are expected to continue to be subject to such laws following a foreclosure, and accordingly the rental income that can be expected to be earned from such units (and any other units that are or become subject to such laws) will be limited by the provisions of such laws. In addition, to the extent that other units at a residential cooperative mortgaged property were subject to rent regulation, rent stabilization or rent control laws prior to the conversion to a cooperative (which is likely to be the case if sponsor or investor units are subject to such laws), if the related residential cooperative mortgage loan were to be foreclosed, such units would again be subject to rent regulation, rent stabilization or rent control laws. However, the “Coop-Rental Value” Appraised Values of the residential cooperative mortgaged properties assume that if the mortgaged property were operated as a multifamily rental property all units (other than, in some cases, sponsor or investor units that are subject to rent regulation, rent stabilization or rent control laws) will be rented at market rates.

The value and successful operation of a residential cooperative property may be impacted by the same factors which may impact the economic performance of a multifamily property; see “—Multifamily Properties Have Special Risks”.

A residential cooperative building and the land under the building are owned or leased by a non-profit residential cooperative corporation. Its tenants own stock, shares or membership certificates in the corporation. This ownership entitles the tenant-stockholders to proprietary leases or occupancy agreements which confer exclusive rights to occupy specific units. Generally, the tenant-stockholders make monthly maintenance payments which represent their share of the cooperative corporation’s mortgage loan payments, real property taxes, maintenance, contributions to reserves and other expenses, less any income the corporation may receive. These payments are in addition to any payments of principal and interest the tenant-stockholder may be required to make on any loans secured by its shares in the cooperative.

With respect to the mortgage loans secured by residential cooperative properties sold to the trust by National Cooperative Bank, N.A., due to attributes particular to residential housing cooperatives, certain information presented with respect to such mortgage loans differs from that presented for other mortgage loans included in the trust. Several of these differences are particularly relevant to your consideration of an investment in the offered certificates. In particular, the manner in which loan-to-value ratios, debt service coverage ratios and debt yields are calculated for the mortgage loans secured by residential

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cooperative properties sold to the trust by National Cooperative Bank, N.A. differs from the manner in which such calculations are made for other mortgage loans included in the trust. For example, the appraised value of such a residential cooperative property used for purposes of determining the loan-to-value ratio for the related mortgage loan as of any date is the value estimate reflected in an appraisal of such residential cooperative property determined as if such residential cooperative property is operated as a residential cooperative and, in general, equals the sum of (i) the gross share value of all cooperative units in such residential cooperative property (applying a discount for units that are subject to existing rent regulated, rent stabilized or rent controlled rental tenants as and if deemed appropriate by the appraiser), based in part on various comparable sales of cooperative apartment units in the market, plus (ii) the amount of the underlying debt encumbering such residential cooperative property. For any mortgage loans secured by residential cooperative properties sold to the trust by National Cooperative Bank, N.A., this value, based upon the most recent appraisal as of the cut-off date, is reflected as the “Appraised Value” of a residential cooperative property on Annex A-1. With respect to limited equity cooperatives (i.e., housing cooperatives in which eligible members purchase shares at below market prices and are subject to various restrictions, including restrictions on the sale price for which units may be re-sold and/or restrictions upon the income or other characteristics of purchasers of such units), the gross share value referenced above in this paragraph is calculated without regard to any applicable sale price restrictions. The comparable sales considered in the appraisers’ estimates of gross share values may have occurred at properties where the cooperative entity’s underlying mortgage debt per cooperative unit was substantially more or less than that at the applicable mortgaged property. The appraisers generally made no adjustments to comparable sales statistics to account for any such differences, although monthly unit maintenance obligations may have been considered. Such “Appraised Value” does not constitute a market value, and should not be considered to be the value that would be realized following a foreclosure of a mortgage loan secured by a residential cooperative property. Upon a foreclosure of a mortgage loan secured by a residential cooperative property, it is likely that the operation if such mortgaged property as a residential cooperative property would terminate, and it is likely that the mortgaged property would be operated and sold as a multifamily rental property. A residential cooperative property is also valued as a multifamily rental property to determine a “Coop-Rental Value” as set forth on Annex A-1. The value of a residential cooperative property as a multifamily rental property is the value estimate reflected in an appraisal of such residential cooperative property and, in general, is derived by applying an appropriate capitalization rate (as determined by the appraiser) to the underwritten net cash flow for such residential cooperative property. In certain instances, the appraiser may have made adjustments to increase or decrease such capitalized value as deemed appropriate by the appraiser (for example, the appraiser may have reduced such capitalized value to reflect the cost of completing material deferred maintenance or may have increased such capitalized value to reflect the existence of certain tax abatements or incentives). In addition, for purposes of determining the debt service coverage ratio and debt yield for a mortgage loan secured by a residential cooperative property and for the purpose of determining the value for a residential cooperative property as a multifamily rental property, the underwritten net cash flow for a residential cooperative property and the underwritten net operating income for a residential cooperative property are determined by the appraiser and, in general, equal projected operating income at the property assuming such property is operated as a rental property with rents and other income set at prevailing market rates (but taking into account the presence of existing rent regulated, rent stabilized or rent controlled rental tenants), reduced by underwritten property operating expenses and a market-rate vacancy assumption and, in the case of underwritten net cash flow, further reduced by projected replacement reserves, in each case as determined by the appraiser. However, the projected rental income used in such determinations may differ materially from the scheduled monthly

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maintenance payments from the tenant-stockholders upon which residential cooperatives depend. The loan-to-value ratios, debt service coverage ratios and debt yields presented herein with respect to a mortgage loan secured by a residential cooperative property may differ from the loan-to-value ratios, debt service coverage ratios and debt yields that would have been determined for any such mortgage loan secured by a residential cooperative property had a different methodology (including the methodology used for calculating such values with respect to the other mortgage loans sold to the depositor) been used.

With respect to information presented in Annex A-1 with respect to mortgage loans secured by residential cooperative properties that have existing subordinate secured indebtedness in the form of a second priority line of credit (each, a “Subordinate LOC”), (1) the Coop – Committed Secondary Debt equals the balance of such Subordinate LOC, based on the full face amount of such Subordinate LOC, (2) Cut-off Date Subordinate Mortgage Debt Balance indicates the balance of the Subordinate LOC as of March 9, 2018, (3) the Total Mortgage Debt Cut-off Date LTV Ratio and the Total Mortgage Debt U/W NOI Debt Yield are calculated assuming that the Subordinate LOC has been fully advanced and the entire amount thereof is outstanding as of the Cut-off Date and (4) the Total Mortgage Debt U/W NCF DSCR is calculated assuming (A) that the Subordinate LOC has been fully advanced and the entire amount thereof is outstanding as of the Cut-off Date, (B) that interest on the Subordinate LOC is accruing pursuant to the applicable mortgage loan document (with the applicable interest rate determined using the Prime Rate in effect as of March 9, 2018 and giving effect to any applicable interest rate floor) and (C) that, in the case of each Subordinate LOC that has an interest-only period that does not extend through the maturity date of such Subordinate LOC, such initial interest-only period has expired and the related borrower is required to make scheduled principal plus interest payments as set forth in the corresponding promissory note.

With respect to the mortgage loans secured by residential cooperative properties, each mortgaged property is owned by the borrower, which is a cooperative housing corporation (provided, however, that, with respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 as Lenox Manor Owners, Inc.; Compark Owners Corp., representing approximately 0.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, Lenox Manor Owners, Inc. is a cooperative housing corporation, but Compark Owners Corp., its co-borrower and owner of a tenant-in-common interest with respect to the mortgaged property, is a New York corporation). No individual or entity (other than the borrower) has recourse obligations with respect to the loans, including pursuant to any guaranty or environmental indemnity. Accordingly, no information is presented in the column labeled Sponsor in Annex A-1 with respect to the mortgage loans secured by residential cooperative properties sold to the depositor by National Cooperative Bank, N.A. for inclusion in the trust. In addition, with respect to information presented in Annex A-1 with respect to mortgage loans secured by residential cooperative properties: (1) Coop – Sponsor Units refers to the number of units owned by the original sponsor responsible for the mortgaged property’s conversion into cooperative ownership; such sponsor may rent its units or opt to market them for sale (either individually or as a whole); (2) Coop – Investor Units refers to a bulk number of units owned by a non-tenant investor(s), who can rent or sell the units; (3) Coop – Coop Units refers to the number of units owned by the borrower, which is a cooperative corporation; In this capacity, the cooperative may manage its units as an investor would or use the units for the benefit of its cooperative members; (4) Coop – Unsold Percent refers to the ratio of the total number of units collectively owned by the original sponsor, a non-tenant investor or the cooperative corporation to the number of units with shares allocated; and (5) Coop – Sponsor/Investor Carry is the sponsor’s or the investor’s net cash flow calculated by subtracting maintenance

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charges on the sponsor or investor owned units from the actual rents payable on such units, to the extent available.

In addition, due to the specialized nature of residential housing cooperatives, certain information presented in and shown on Annex A-1 with respect to mortgage loans (other than such mortgage loans secured by residential cooperative properties) is not presented with respect to the mortgage loans secured by residential cooperative properties sold to the depositor by National Cooperative Bank, N.A. for inclusion in the trust and is, instead, reflected as not applicable (N/A). See “—Appraisals May Not Reflect Current or Future Market Value of Each Property” and “Description of the Mortgage Pool—Certain Calculations and Definitions—Certain Characteristics of Mortgage Loans Secured by Residential Cooperatives”.

In addition, mortgage loans secured by residential cooperative properties are uniquely structured and, in certain cases, permit the borrower to incur (1) one or more loans to the related mortgage borrower that are secured, on a subordinated basis, by a mortgage lien on a mortgaged property that also secures a mortgage loan included in the trust and (2) unsecured loans to the related borrower. With respect to the mortgage loans sold by National Cooperative Bank, N.A., National Cooperative Bank, N.A. commonly acts as the lender in such arrangements and is permitted pursuant to the pooling and servicing agreement to engage in such lending with respect to the mortgage loans secured by residential cooperative properties included in the trust. Each of the mortgage loans secured by residential cooperative properties permit cooperative unit loans that are secured by direct equity interests in the related borrower. See “—Risks Related to Conflicts of Interest—Interests and Incentives of the Originators, the Sponsors and Their Affiliates May Not Be Aligned With Your Interests”, “—Potential Conflicts of Interest of the Master Servicers and the Special Servicers”, “Description of the Mortgage Pool—Additional Indebtedness—Other Secured Indebtedness—Additional Debt Financing for Mortgage Loans Secured by Residential Cooperatives”, “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties” and “Certain Legal Aspects of Mortgage Loans—Foreclosure—Cooperative Shares”.

In certain instances, a residential cooperative borrower may not own the entire apartment building and the land under the building, but rather owns a condominium unit that is generally comprised of the residential portions of that apartment building. The other condominium units in that apartment building will generally comprise commercial space and will generally be owned by persons or entities other than the residential cooperative borrower. In instances where an apartment building has been converted to the condominium form of ownership, certain of the common areas in that building may be owned by the residential cooperative borrower and other common areas (often including the land under the building) may constitute common elements of the condominium, which common elements are owned in common by the residential cooperative borrower and the owners of the other condominium units. Where the apartment building is subject to the condominium form of ownership, each condominium unit owner will be directly responsible for the payment of real estate taxes on that owner’s unit. Certain specified maintenance and other obligations, including hazard and liability insurance premiums, may not be the direct responsibility of the residential cooperative borrower but rather will be the responsibility of the condominium board of managers. The ability of the condominium board of managers to pay certain expenses of the building will be dependent upon the payment by all condominium unit owners of common charges assessed by the condominium board of managers. As with other condominium structures, with respect to any such mortgage loan, the borrower may not control the appointment and voting of the condominium board or the condominium owners may be able to take actions or cause the

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condominium association to take actions that would affect the borrower’s unit without the borrower’s consent. Even if the borrower or its designated board members, either through control of the appointment and voting of sufficient members of the condominium board or by virtue of other provisions in the condominium documents, has consent rights over actions by the condominium associations or owners, we cannot assure you that the condominium board will not take actions that would materially adversely affect the borrower’s unit.

In the case of the residential cooperative properties included in the trust, information regarding the five largest tenants has not been reflected on Annex A-1 or otherwise reflected in the portions of this prospectus that discuss characteristics of the five largest tenants at each mortgaged property. Notwithstanding the exclusion of the residential cooperative properties from such discussion, certain residential cooperative properties are heavily dependent on income from commercial tenancies and may, in certain instances, have space that is devoted to specialty uses. These uses may include, without limitation, dental or medical offices, restaurants, and/or parking garages. The specialty use spaces may not be readily convertible (or convertible at all) to alternative uses if those uses were to become unprofitable, or the spaces were to become vacant, for any reason. See “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses”. To the extent that a residential cooperative property is dependent upon income from the operation of commercial spaces, the value and successful operation of such residential cooperative property may be impacted by the same factors which may impact the economic performance of a retail property or office property. See “—Office Properties Have Special Risks” and “—Retail Properties Have Special Risks”.

Certain of the residential cooperative properties securing mortgage loans included in the trust may be operated as limited equity cooperatives in which eligible members purchase shares at below market prices and are subject to various restrictions, including restrictions on the sale price for which units may be re-sold and/or restrictions upon the income or other characteristics of purchasers of such units. Such restrictions may negatively impact the value and operation of such a mortgaged property.

In addition, certain of the residential cooperative properties are also subject to government rent regulation, rent stabilization or rent control regulations which limit the rental payments payable by subtenants of unit owners and which would be applicable to the Mortgaged Property in whole or in part if the same were operated as a multifamily rental property. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types”.

Condominium Ownership May Limit Use and Improvements

The management and operation of a condominium is generally controlled by a condominium board representing the owners of the individual condominium units, subject to the terms of the related condominium rules or by-laws. Generally, the consent of a majority of the board members is required for any actions of the condominium board and a unit owner’s ability to control decisions of the board are generally related to the number of units owned by such owner as a percentage of the total number of units in the condominium. In certain cases, the related borrower does not have a majority of votes on the condominium board, which result in the related borrower not having control of the related condominium or owners association.

The board of managers or directors of the related condominium generally has discretion to make decisions affecting the condominium, and we cannot assure you that the related borrower under a mortgage loan secured by one or more interests in that condominium will

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have any control over decisions made by the related board of managers or directors. Even if a borrower or its designated board members, either through control of the appointment and voting of sufficient members of the related condominium board or by virtue of other provisions in the related condominium documents, has consent rights over actions by the related condominium associations or owners, we cannot assure you that the related condominium board will not take actions that would materially adversely affect the related borrower’s unit. Thus, decisions made by that board of managers or directors, including regarding assessments to be paid by the unit owners, insurance to be maintained on the condominium and many other decisions affecting the maintenance of that condominium, may have a significant adverse impact on the related mortgage loans in the issuing entity that are secured by mortgaged properties consisting of such condominium interests. We cannot assure you that the related board of managers or directors will always act in the best interests of the related borrower under the related mortgage loans.

The condominium board is generally responsible for administration of the affairs of the condominium, including providing for maintenance and repair of common areas, adopting rules and regulations regarding common areas, and obtaining insurance and repairing and restoring the common areas of the property after a casualty. Notwithstanding the insurance and casualty provisions of the related mortgage loan documents, the condominium board may have the right to control the use of casualty proceeds.

In addition, the condominium board generally has the right to assess individual unit owners for their share of expenses related to the operation and maintenance of the common elements. In the event that an owner of another unit fails to pay its allocated assessments, the related borrower may be required to pay such assessments in order to properly maintain and operate the common elements of the property. Although the condominium board generally may obtain a lien against any unit owner for common expenses that are not paid, such lien generally is extinguished if a lender takes possession pursuant to a foreclosure. Each unit owner is responsible for maintenance of its respective unit and retains essential operational control over its unit.

In addition, due to the nature of condominiums, a default on the part of the borrower with respect to such mortgaged properties will not allow the applicable special servicer the same flexibility in realizing on the collateral as is generally available with respect to commercial properties that are not condominium units. The rights of other unit or property owners, the documents governing the management of the condominium units and the state and local laws applicable to condominium units must be considered. In addition, in the event of a casualty with respect to a condominium, due to the possible existence of multiple loss payees on any insurance policy covering such property, there could be a delay in the allocation of related insurance proceeds, if any. Consequently, servicing and realizing upon the collateral described above could subject the certificateholders to a greater delay, expense and risk than with respect to a mortgage loan secured by a commercial property that is not a condominium unit.

Certain condominium declarations and/or local laws provide for the withdrawal of a property from a condominium structure under certain circumstances. For example, the New York Condominium Act provides for a withdrawal of the property from a condominium structure by vote of 80% of unit owners. If the condominium is terminated, the building will be subject to an action for partition by any unit owner or lienor as if owned in common. This could cause an early and unanticipated prepayment of the mortgage loan. We cannot assure you that the proceeds from partition would be sufficient to satisfy borrower’s obligations under the mortgage loan. See also “—Risks Related to Zoning Non-Compliance and Use Restrictions” for certain risks relating to use restrictions imposed pursuant to

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condominium declarations or other condominium especially in a situation where the mortgaged property does not represent the entire condominium building.

A condominium regime can also be established with respect to land only, as an alternative to land subdivision in those jurisdictions where it is so permitted. In such circumstances, the condominium board’s responsibilities are typically limited to matters such as landscaping and maintenance of common areas, including private roadways, while individual unit owners have responsibility for the buildings constructed on their respective land units. Likewise, in land condominium regimes, individual unit owners would typically have responsibility for property insurance, although the condominium board might maintain liability insurance for the common areas. Accordingly, while some attributes of a building condominium form are shared by a land condominium, the latter would have a more limited scope of board responsibilities and shared costs.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Condominium and Other Shared Interests”.

Operation of a Mortgaged Property Depends on the Property Manager’s Performance

The successful operation of a real estate project depends upon the property manager’s performance and viability. The property manager is responsible for:

● responding to changes in the local market;

● planning and implementing the rental structure;

● operating the property and providing building services;

● managing operating expenses; and

● assuring that maintenance and capital improvements are carried out in a timely fashion.

Properties deriving revenues primarily from short term sources, such as hotel guests or short term or month to month leases, are generally more management intensive than properties leased to creditworthy tenants under long term leases.

Certain of the mortgaged properties will be managed by affiliates of the related borrower. If a mortgage loan is in default or undergoing special servicing, such relationship could disrupt the management of the related mortgaged property, which may adversely affect cash flow. However, the related mortgage loans will generally permit, in the case of mortgaged properties managed by borrower affiliates, the lender to remove the related property manager upon the occurrence of an event of default under the related mortgage loan beyond applicable cure periods (or, in some cases, in the event of a foreclosure following such default), and in some cases a decline in cash flow below a specified level or the failure to satisfy some other specified performance trigger.

Concentrations Based on Property Type, Geography, Related Borrowers and Other Factors May Disproportionately Increase Losses

The effect of mortgage pool loan losses will be more severe if the losses relate to mortgage loans that account for a disproportionately large percentage of the pool’s aggregate principal balance. As mortgage loans pay down or properties are released, the

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remaining certificateholders may face a higher risk with respect to the diversity of property types and property characteristics and with respect to the number of borrowers.

See the tables entitled “Remaining Term to Maturity/ARD in Months” in Annex A-2 for a stratification of the remaining terms to maturity of the mortgage loans. Because principal on the certificates is payable in sequential order of payment priority, and a class receives principal only after the preceding class(es) have been paid in full, classes that have a lower sequential priority are more likely to face these types of risks of concentration than classes with a higher sequential priority.

Several of the mortgage loans have cut-off date balances that are substantially higher than the average cut-off date balance. In general, concentrations in mortgage loans with larger-than-average balances can result in losses that are more severe, relative to the size of the mortgage loan pool, than would be the case if the aggregate balance of the mortgage loan pool were more evenly distributed.

A concentration of mortgage loans secured by the same mortgaged property types can increase the risk that a decline in a particular industry or business would have a disproportionately large impact on the pool of mortgage loans. Mortgaged property types representing more than 5.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (based on allocated loan amount) are retail, office, multifamily, self storage, industrial and hospitality. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types” for information on the types of mortgaged properties securing the mortgage loans in the mortgage pool.

Repayments by borrowers and the market value of the related mortgaged properties could be affected by economic conditions generally or specific to particular geographic areas or regions of the United States, and concentrations of mortgaged properties in particular geographic areas may increase the risk that conditions in the real estate market where the mortgaged property is located, or other adverse economic or other developments or natural disasters (e.g., earthquakes, floods, forest fires, tornadoes or hurricanes or changes in governmental rules or fiscal policies) affecting a particular region of the country, could increase the frequency and severity of losses on mortgage loans secured by those mortgaged properties. As a result, areas affected by such events may experience disruptions in travel, transportation and tourism, loss of jobs, an overall decrease in consumer activity, or a decline in real estate-related investments. We cannot assure you that the economies in such impacted areas will recover sufficiently to support income producing real estate at pre-event levels or that the costs of the related clean-up will not have a material adverse effect on the local or national economy. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Geographic Concentrations” in this prospectus. We cannot assure you that any hurricane damage would be covered by insurance.

Mortgaged properties securing 5.0% or more of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (based on allocated loan amount) are located in California, Michigan, Virginia, New York, Colorado and Arizona. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Geographic Concentrations”.

Some of the mortgaged properties are located in areas that, based on low population density, poor economic demographics (such as higher than average unemployment rates, lower than average annual household income and/or overall loss of jobs) and/or negative trends in such regards, would be considered secondary or tertiary markets.

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A concentration of mortgage loans with the same borrower or related borrowers also can pose increased risks, such as:

● if a borrower that owns or controls several mortgaged properties (whether or not all of them secure mortgage loans in the mortgage pool) experiences financial difficulty at one such property, it could defer maintenance at a mortgaged property or debt service payments on the related mortgage loan in order to satisfy current expenses with respect to the first property;

● a borrower could also attempt to avert foreclosure by filing a bankruptcy petition that might have the effect of interrupting debt service payments on the mortgage loans in the mortgage pool secured by that borrower’s mortgaged properties (subject to the applicable master servicer’s and the trustee’s obligation to make advances for monthly payments) for an indefinite period; and

● mortgaged properties owned by the same borrower or related borrowers are likely to have common management, common general partners and/or common managing members, thereby increasing the risk that financial or other difficulties experienced by such related parties could have a greater impact on the pool of mortgage loans. See “—A Bankruptcy Proceeding May Result in Losses and Delays in Realizing on the Mortgage Loans” below.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics” for information on the composition of the mortgage pool by property type and geographic distribution and loan concentration.

Adverse Environmental Conditions at or Near Mortgaged Properties May Result in Losses

The issuing entity could become liable for a material adverse environmental condition at an underlying mortgaged property. Any such potential liability could reduce or delay payments on the offered certificates.

Each of the mortgaged properties was either (i) subject to environmental site assessments prior to the time of origination of the related mortgage loan (or, in certain limited cases, after origination) including Phase I environmental site assessments or updates of previously performed Phase I environmental site assessments, or (ii) subject to a secured creditor environmental insurance policy or other environmental insurance policy. See “Description of the Mortgage Pool—Environmental Considerations”.

We cannot assure you that the environmental assessments revealed all existing or potential environmental risks or that all adverse environmental conditions have been or will be completely abated or remediated or that any reserves, insurance or operations and maintenance plans will be sufficient to remediate the environmental conditions. Moreover, we cannot assure you that:

● future laws, ordinances or regulations will not impose any material environmental liability; or

● the current environmental condition of the mortgaged properties will not be adversely affected by tenants or by the condition of land or operations in the vicinity of the mortgaged properties (such as underground storage tanks).

We cannot assure you that with respect to any mortgaged property any remediation plan or any projected remedial costs or time is accurate or sufficient to complete the

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remediation objectives, or that no additional contamination requiring environmental investigation or remediation will be discovered on any mortgaged property. Likewise, all environmental policies naming the lender as named insured cover certain risks or events specifically identified in the policy, but the coverage is limited by its terms, conditions, limitations and exclusions, and does not purport to cover all environmental conditions whatsoever affecting the applicable mortgaged property, and we cannot assure you that any environmental conditions currently known, suspected, or unknown and discovered in the future will be covered by the terms of the policy.

Before the trustee or the applicable special servicer, as applicable, acquires title to a mortgaged property on behalf of the issuing entity or assumes operation of the property, it will be required to obtain an environmental assessment of such mortgaged property, or rely on a recent environmental assessment. This requirement is intended to mitigate the risk that the issuing entity will become liable under any environmental law. There is accordingly some risk that the mortgaged property will decline in value while this assessment is being obtained or remedial action is being taken. Moreover, we cannot assure you that this requirement will effectively insulate the issuing entity from potential liability under environmental laws. Any such potential liability could reduce or delay distributions to certificateholders.

See “Description of the Mortgage Pool—Environmental Considerations” for additional information on environmental conditions at mortgaged properties securing certain mortgage loans in the issuing entity. See also representation and warranty no. 43 on Annex D-1 and the exceptions thereto on Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D-1).

See “Transaction Parties—The Sponsors and Mortgage Loan Sellers—Wells Fargo Bank,National Association—Wells Fargo Bank’s Commercial Mortgage Loan Underwriting”; “—Bank of America, National Association—Bank of America’s Commercial Mortgage Loan Underwriting Standards”; “—Morgan Stanley Mortgage Capital Holdings LLC—The Morgan Stanley Group’s Underwriting Standards”; and “—National Cooperative Bank, N.A.—National Cooperative Bank, N.A.’s Underwriting Standards and Processes”.

See “Certain Legal Aspects of Mortgage Loans—Environmental Considerations”.

Risks Related to Redevelopment, Expansion and Renovation at Mortgaged Properties

Certain of the mortgaged properties are currently undergoing or, in the future, are expected to undergo redevelopment, expansion or renovation. In addition, the related borrower may be permitted under the related mortgage loan documents, at its option and cost but subject to certain conditions, to undergo future construction, renovation or alterations of the mortgaged property. To the extent applicable, we cannot assure you that any escrow or reserve collected, if any, will be sufficient to complete the current renovation or be otherwise sufficient to satisfy any tenant improvement expenses at a mortgaged property. Failure to complete those planned improvements may have a material adverse effect on the cash flow at the mortgaged property and the related borrower’s ability to meet its payment obligations under the mortgage loan documents.

Certain of the hospitality properties securing the mortgage loans are currently undergoing or are scheduled to undergo renovations or property improvement plans. In some circumstances, these renovations or property improvement plans may necessitate taking a portion of the available guest rooms temporarily offline, temporarily decreasing the number of available rooms and the revenue generating capacity of the related hospitality

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property. In other cases, these renovations may involve renovations of common spaces or external features of the related hospitality property, which may cause disruptions or otherwise decrease the attractiveness of the related hospitality property to potential guests. These property improvement plans may be required under the related franchise or management agreement and a failure to timely complete them may result in a termination or expiration of a franchise or management agreement and may be an event of default under the related mortgage loan.

Certain of the properties securing the mortgage loans may currently be undergoing or are scheduled to undergo renovations or property expansions. Such renovations or expansions may be required under tenant leases and a failure to timely complete such renovations or expansions may result in a termination of such lease and may have a material adverse effect on the cash flow at the mortgaged property and the related borrower’s ability to meet its payment obligations under the mortgage loan documents.

We cannot assure you that current or planned redevelopment, expansion or renovation will be completed at all, that such redevelopment, expansion or renovation will be completed in the time frame contemplated, or that, when and if such redevelopment, expansion or renovation is completed, such redevelopment, expansion or renovation will improve the operations at, or increase the value of, the related mortgaged property. Failure of any of the foregoing to occur could have a material negative impact on the related mortgaged property, which could affect the ability of the related borrower to repay the related mortgage loan.

In the event the related borrower fails to pay the costs for work completed or material delivered in connection with such ongoing redevelopment, expansion or renovation, the portion of the mortgaged property on which there are renovations may be subject to mechanic’s or materialmen’s liens that may be senior to the lien of the related mortgage loan.

The existence of construction or renovation at a mortgaged property may take rental units or rooms or leasable space “off-line” or otherwise make space unavailable for rental, impair access or traffic at or near the mortgaged property, or, in general, make that mortgaged property less attractive to tenants or their customers, and accordingly could have a negative effect on net operating income. In addition, any such construction or renovation at a mortgaged property may temporarily interfere with the use and operation of any portion of such mortgaged property. See “Description of the Mortgage Pool—Redevelopment, Renovation and Expansion” for information regarding mortgaged properties which are currently undergoing or, in the future, are expected to undergo redevelopment, expansion or renovation. See also Annex A-3 for additional information on redevelopment, renovation and expansion at the mortgaged properties securing the 15 largest mortgage loans or groups of cross-collateralized mortgage loans.

Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses

Certain mortgaged properties securing the mortgage loans may have specialty use tenants and may not be readily convertible (or convertible at all) to alternative uses if those properties were to become unprofitable for any reason.

For example, retail, mixed use or office properties may have theater tenants. Properties with theater tenants are exposed to certain unique risks. Aspects of building site design and adaptability affect the value of a theater. In addition, decreasing attendance at a theater could adversely affect revenue of such theater, which may, in turn, cause the tenant to experience financial difficulties, resulting in downgrades in their credit ratings and, in

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certain cases, bankruptcy filings. In addition, because of unique construction requirements of theaters, any vacant theater space would not easily be converted to other uses.

Retail, mixed use or office properties may also have health clubs as tenants. Several factors may adversely affect the value and successful operation of a health club, including:

● the physical attributes of the health club (e.g., its age, appearance and layout);

● the reputation, safety, convenience and attractiveness of the property to users;

● management’s ability to control membership growth and attrition;

● competition in the tenant’s marketplace from other health clubs and alternatives to health clubs; and

● adverse changes in economic and social conditions and demographic changes (e.g., population decreases or changes in average age or income), which may result in decreased demand.

In addition, there may be significant costs associated with changing consumer preferences (e.g., multipurpose clubs from single-purpose clubs or varieties of equipment, classes, services and amenities). In addition, health clubs may not be readily convertible to alternative uses if those properties were to become unprofitable for any reason. The liquidation value of any such health club consequently may be less than would be the case if the property were readily adaptable to changing consumer preferences for other uses.

Certain retail, mixed use or office properties may be partially comprised of a parking garage, or certain properties may be entirely comprised of a parking garage. Parking garages and parking lots present risks not associated with other properties. The primary source of income for parking lots and garages is the rental fees charged for parking spaces.

Factors affecting the success of a parking lot or garage include:

● the number of rentable parking spaces and rates charged;

● the location of the lot or garage and, in particular, its proximity to places where large numbers of people work, shop or live;

● the amount of alternative parking spaces in the area;

● the availability of mass transit; and

● the perceptions of the safety, convenience and services of the lot or garage.

In instances where a parking garage does not have a long-term leasing arrangement with a parking lessee, but rather relies on individual short-term (i.e., daily or weekly) parking tenants for parking revenues, variations in any or all of the foregoing factors can result in increased volatility in the net operating income for such parking garage.

Aspects of building site design and adaptability affect the value of a parking garage facility. Site characteristics that are valuable to a parking garage facility include location, clear ceiling heights, column spacing, zoning restrictions, number of spaces and overall functionality and accessibility.

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In addition, because of the unique construction requirements of many parking garages and because a parking lot is often vacant paved land without any structure, a vacant parking garage facility or parking lot may not be easily converted to other uses.

Mortgaged properties may have other specialty use tenants, such as medical and dental offices, gas stations, data centers, urgent care facilities, daycare centers and/or restaurants, as part of the mortgaged property.

In the case of specialty use tenants such as restaurants and theaters, aspects of building site design and adaptability affect the value of such properties and other retailers at the mortgaged property. Decreasing patronage at such properties could adversely affect revenue of the property, which may, in turn, cause the tenants to experience financial difficulties, resulting in downgrades in their credit ratings, lease defaults and, in certain cases, bankruptcy filings. See “—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases—Tenant Bankruptcy Could Result in a Rejection of the Related Lease” above. Additionally, receipts at such properties are also affected not only by objective factors but by subjective factors. For instance, restaurant receipts are affected by such varied influences as the current personal income levels in the community, an individual consumer’s preference for type of food, style of dining and restaurant atmosphere, the perceived popularity of the restaurant, food safety concerns related to personal health with the handling of food items at the restaurant or by food suppliers and the actions and/or behaviors of staff and management and level of service to the customers. In addition, because of unique construction requirements of such properties, any vacant space would not easily be converted to other uses.

Mortgaged properties with specialty use tenants may not be readily convertible (or convertible at all) to alternative uses if those properties were to become unprofitable, or the leased spaces were to become vacant, for any reason due to their unique construction requirements. In addition, converting commercial properties to alternate uses generally requires substantial capital expenditures and could result in a significant adverse effect on, or interruption of, the revenues generated by such properties.

In addition, a mortgaged property may not be readily convertible due to restrictive covenants related to such mortgaged property, including in the case of mortgaged properties that are subject to a condominium regime or subject to a ground lease, the use and other restrictions imposed by the condominium declaration and other related documents, especially in a situation where a mortgaged property does not represent the entire condominium regime. See “—Condominium Ownership May Limit Use and Improvements” above.

Some of the mortgaged properties may be part of tax-reduction programs that apply only if the mortgaged properties are used for certain purposes. Such properties may be restricted from being converted to alternative uses because of such restrictions.

Some of the mortgaged properties have government tenants or other tenants which may have space that was “built to suit” that particular tenant’s uses and needs. For example, a government tenant may require enhanced security features that required additional construction or renovation costs and for which the related tenant may pay above market rent. However, such enhanced features may not be necessary for a new tenant (and such new tenant may not be willing to pay the higher rent associated with such features). While a government office building or government leased space may be usable as a regular office building or tenant space, the rents that may be collected in the event the government tenant does not renew its lease may be significantly lower than the rent currently collected.

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Additionally, zoning, historical preservation or other restrictions also may prevent alternative uses. See “—Risks Related to Zoning Non-Compliance and Use Restrictions” below.

Risks Related to Zoning Non-Compliance and Use Restrictions

Certain of the mortgaged properties may not comply with current zoning laws, including use, density, parking, height, landscaping, open space and set back requirements, due to changes in zoning requirements after such mortgaged properties were constructed. These properties, as well as those for which variances or special permits were issued or for which non-conformity with current zoning laws is otherwise permitted, are considered to be a “legal non-conforming use” and/or the improvements are considered to be “legal non-conforming structures”. This means that the borrower is not required to alter its structure to comply with the existing or new law; however, the borrower may not be able to rebuild the premises “as-is” in the event of a substantial casualty loss. This may adversely affect the cash flow of the property following the loss. If a substantial casualty were to occur, we cannot assure you that insurance proceeds would be available to pay the mortgage loan in full. In addition, if a non-conforming use were to be discontinued and/or the property were repaired or restored in conformity with the current law, the value of the property or the revenue-producing potential of the property may not be equal to that before the casualty.

In some cases, the related borrower has obtained law and ordinance insurance to cover additional costs that result from rebuilding the mortgaged property in accordance with current zoning requirements, including, within the policy’s limitations, demolition costs, increased costs of construction due to code compliance and loss of value to undamaged improvements resulting from the application of zoning laws. However, if as a result of the applicable zoning laws the rebuilt improvements are smaller or less attractive to tenants than the original improvements, you should not assume that the resulting loss in income will be covered by law and ordinance insurance. Zoning protection insurance, if obtained, will generally reimburse the lender for the difference between (i) the mortgage loan balance on the date of damage loss to the mortgaged property from an insured peril and (ii) the total insurance proceeds at the time of the damage to the mortgaged property if such mortgaged property cannot be rebuilt to its former use due to new zoning ordinances.

In addition, certain of the mortgaged properties that do not conform to current zoning laws may not be “legal non-conforming uses” or “legal non-conforming structures”, thus constituting a zoning violation. The failure of a mortgaged property to comply with zoning laws or to be a “legal non-conforming use” or “legal non-conforming structure” may adversely affect the market value of the mortgaged property or the borrower’s ability to continue to use it in the manner it is currently being used or may necessitate material additional expenditures to remedy non-conformities. See representation and warranty no. 26 on Annex D-1 and the exceptions thereto on Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D-1).

The limited availability of zoning information and/or extent of zoning diligence may also present risks. Zoning information contained in appraisals may be based on limited investigation, and zoning comfort letters obtained from jurisdictions, while based on available records, do not customarily involve any contemporaneous site inspection. The extent of zoning diligence will also be determined based on perceived risk and the cost and benefit of obtaining additional information. For loans secured by residential cooperative properties, for example, the zoning diligence is typically limited to appraisals, available zoning comfort letters from the jurisdiction, certificates of occupancy and/or review of the municipal reports accompanying the title insurance commitment, and third party-prepared

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zoning reports are not customarily obtained. Even if law and ordinance insurance is required to mitigate rebuilding-related risks, we cannot assure you that other risks related to material zoning violations will have been identified under such circumstances, and that appropriate borrower covenants or other structural mitigants will have been required as a result.

In addition, certain of the mortgaged properties may be subject to certain use restrictions and/or operational requirements imposed pursuant to development agreements, regulatory agreements, ground leases, restrictive covenants, environmental restrictions, reciprocal easement agreements or operating agreements or historical landmark designations or, in the case of those mortgaged properties that are condominiums, condominium declarations or other condominium use restrictions or regulations, especially in a situation where the mortgaged property does not represent the entire condominium building. Such use restrictions could include, for example, limitations on the character of the improvements or the properties, limitations affecting noise and parking requirements, among other things, and limitations on the borrowers’ right to operate certain types of facilities within a prescribed radius. These limitations impose upon the borrower stricter requirements with respect to repairs and alterations, including following a casualty loss. These limitations could adversely affect the ability of the related borrower to lease the mortgaged property on favorable terms, thus adversely affecting the borrower’s ability to fulfill its obligations under the related mortgage loan. In addition, any alteration, reconstruction, demolition, or new construction affecting a mortgaged property designated a historical landmark may require prior approval. Any such approval process, even if successful, could delay any redevelopment or alteration of a related property. The liquidation value of such property, to the extent subject to limitations of the kind described above or other limitations on convertibility of use, may be substantially less than would be the case if such property was readily adaptable to other uses or redevelopment. See “Description of the Mortgage Pool—Use Restrictions” for examples of mortgaged properties that are subject to restrictions relating to the use of the mortgaged properties.

Risks Relating to Inspections of Properties

Licensed engineers or consultants inspected the mortgaged properties at or about the time of the origination of the mortgage loans to assess items such as structural integrity of the buildings and other improvements on the mortgaged property, including exterior walls, roofing, interior construction, mechanical and electrical systems and general condition of the site, buildings and other improvements. However, we cannot assure you that all conditions requiring repair or replacement were identified. No additional property inspections were conducted in connection with the issuance of the offered certificates.

Risks Relating to Costs of Compliance with Applicable Laws and Regulations

A borrower may be required to incur costs to comply with various existing and future federal, state or local laws and regulations applicable to the related mortgaged property, for example, zoning laws and the Americans with Disabilities Act of 1990, as amended, which requires all public accommodations to meet certain federal requirements related to access and use by persons with disabilities. See “Certain Legal Aspects of Mortgage Loans—Americans with Disabilities Act”. The expenditure of these costs or the imposition of injunctive relief, penalties or fines in connection with the borrower’s noncompliance could negatively impact the borrower’s cash flow and, consequently, its ability to pay its mortgage loan.

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Insurance May Not Be Available or Adequate

Although the mortgaged properties are required to be insured, or self-insured by a sole tenant of a related building or group of buildings, against certain risks, there is a possibility of casualty loss with respect to the mortgaged properties for which insurance proceeds may not be adequate or which may result from risks not covered by insurance.

In addition, certain types of mortgaged properties, such as manufactured housing and recreational vehicle communities, have few or no insurable buildings or improvements and thus do not have casualty insurance or low limits of casualty insurance in comparison with the related mortgage loan balances.

In addition, hazard insurance policies will typically contain co-insurance clauses that in effect require an insured at all times to carry insurance of a specified percentage, generally 80% to 90%, of the full replacement value of the improvements on the related mortgaged property in order to recover the full amount of any partial loss. As a result, even if insurance coverage is maintained, if the insured’s coverage falls below this specified percentage, those clauses generally provide that the insurer’s liability in the event of partial loss does not exceed the lesser of (1) the replacement cost of the improvements less physical depreciation and (2) that proportion of the loss as the amount of insurance carried bears to the specified percentage of the full replacement cost of those improvements.

Certain of the mortgaged properties may be located in areas that are considered a high earthquake risk (seismic zones 3 or 4). See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Geographic Concentrations”.

Furthermore, with respect to certain mortgage loans, the insurable value of the related mortgaged property as of the origination date of the related mortgage loan was lower than the principal balance of the related mortgage loan. In the event of a casualty when a borrower is not required to rebuild or cannot rebuild, we cannot assure you that the insurance required with respect to the related mortgaged property will be sufficient to pay the related mortgage loan in full and there is no “gap” insurance required under such mortgage loan to cover any difference. In those circumstances, a casualty that occurs near the maturity date may result in an extension of the maturity date of the mortgage loan if the applicable special servicer, in accordance with the servicing standard, determines that such extension was in the best interest of certificateholders.

The mortgage loans do not all require flood insurance on the related mortgaged properties unless they are in a flood zone and flood insurance is available and, in certain instances, even where the related mortgaged property was in a flood zone and flood insurance was available, flood insurance was not required.

The National Flood Insurance Program (“NFIP”) is scheduled to expire March 23, 2018. We cannot assure you if or when NFIP will be reauthorized. If NFIP is not reauthorized, it could have an adverse effect on the value of properties in flood zones or their ability to repair or rebuild after flood damage.

We cannot assure you that the borrowers will in the future be able to comply with requirements to maintain adequate insurance with respect to the mortgaged properties, and any uninsured loss could have a material adverse impact on the amount available to make payments on the related mortgage loan, and consequently, the offered certificates. As with all real estate, if reconstruction (for example, following fire or other casualty) or any major repair or improvement is required to the damaged property, changes in laws and governmental regulations may be applicable and may materially affect the cost to, or ability

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of, the borrowers to effect such reconstruction, major repair or improvement. As a result, the amount realized with respect to the mortgaged properties, and the amount available to make payments on the related mortgage loan, and consequently, the offered certificates, could be reduced. In addition, we cannot assure you that the amount of insurance required or provided would be sufficient to cover damages caused by any casualty, or that such insurance will be available in the future at commercially reasonable rates. See representation and warranty no. 18 on Annex D-1 and the exceptions thereto on Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D-1).

Inadequacy of Title Insurers May Adversely Affect Distributions on Your Certificates

Title insurance for a mortgaged property generally insures a lender against risks relating to a lender not having a first lien with respect to a mortgaged property, and in some cases can insure a lender against specific other risks. The protection afforded by title insurance depends on the ability of the title insurer to pay claims made upon it. We cannot assure you that with respect to any mortgage loan:

● a title insurer will have the ability to pay title insurance claims made upon it;

● the title insurer will maintain its present financial strength; or

● a title insurer will not contest claims made upon it.

Certain of the mortgaged properties are either completing initial construction or undergoing renovation or redevelopment. Under such circumstances, there may be limitations to the amount of coverage or other exceptions to coverage that could adversely affect the issuing entity if losses are suffered.

Terrorism Insurance May Not Be Available for All Mortgaged Properties

The occurrence or the possibility of terrorist attacks could (1) lead to damage to one or more of the mortgaged properties if any terrorist attacks occur or (2) result in higher costs for security and insurance premiums or diminish the availability of insurance coverage for losses related to terrorist attacks, particularly for large properties, which could adversely affect the cash flow at those mortgaged properties.

After the September 11, 2001 terrorist attacks in New York City and the Washington, D.C. area, all forms of insurance were impacted, particularly from a cost and availability perspective, including comprehensive general liability and business interruption or rent loss insurance policies required by typical mortgage loans. To give time for private markets to develop a pricing mechanism for terrorism risk and to build capacity to absorb future losses that may occur due to terrorism, the Terrorism Risk Insurance Act of 2002 was enacted on November 26, 2002, establishing the Terrorism Insurance Program. The Terrorism Insurance Program was extended through December 31, 2014 by the Terrorism Risk Insurance Program Reauthorization Act of 2007 and was subsequently reauthorized on January 12, 2015 for a period of six years through December 31, 2020 pursuant to the Terrorism Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA”).

The Terrorism Insurance Program requires insurance carriers to provide terrorism coverage in their basic “all-risk” policies. Any commercial property and casualty terrorism insurance exclusion that was in force on November 26, 2002 is automatically void to the extent that it excluded losses that would otherwise be insured losses. Any state approval of those types of exclusions in force on November 26, 2002 is also void.

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Under the Terrorism Insurance Program, the federal government shares in the risk of losses occurring within the United States resulting from acts committed in an effort to influence or coerce United States civilians or the United States government. The federal share of compensation for insured losses of an insurer equals 82% in 2018 (subject to annual 1% decreases until such percentage equals 80%) of the portion of such insured losses that exceed a deductible equal to 20% of the value of the insurer’s direct earned premiums over the calendar year immediately preceding that program year. Federal compensation in any program year is capped at $100 billion (with insurers being liable for any amount that exceeds such cap), and no compensation is payable with respect to a terrorist act unless the aggregate industry losses relating to such act exceed $160 million in 2018 (subject to annual $20 million increases thereafter until such threshold equals $200 million). The Terrorism Insurance Program does not cover nuclear, biological, chemical or radiological attacks. Unless a borrower obtains separate coverage for events that do not meet the thresholds or other requirements above, such events will not be covered.

If the Terrorism Insurance Program is not reenacted after its expiration in 2020, premiums for terrorism insurance coverage will likely increase and the terms of such insurance policies may be materially amended to increase stated exclusions or to otherwise effectively decrease the scope of coverage available (perhaps to the point where it is effectively not available). In addition, to the extent that any insurance policies contain “sunset clauses” (i.e., clauses that void terrorism coverage if the federal insurance backstop program is not renewed), such policies may cease to provide terrorism insurance upon the expiration of the Terrorism Insurance Program. We cannot assure you that the Terrorism Insurance Program or any successor program will create any long term changes in the availability and cost of such insurance. Moreover, future legislation, including regulations expected to be adopted by the Treasury Department pursuant to TRIPRA, may have a material effect on the availability of federal assistance in the terrorism insurance market. To the extent that uninsured or underinsured casualty losses occur with respect to the related mortgaged properties, losses on the mortgage loans may result. In addition, the failure to maintain such terrorism insurance may constitute a default under the related mortgage loan.

Some of the mortgage loans do not require the related borrower to maintain terrorism insurance. In addition, most of the mortgage loans contain limitations on the related borrower’s obligation to obtain terrorism insurance, such as (i) waiving the requirement that such borrower maintain terrorism insurance if such insurance is not available at commercially reasonable rates, (ii) providing that the related borrower is not required to spend in excess of a specified dollar amount (or in some cases, a specified multiple of what is spent on other insurance) in order to obtain such terrorism insurance, (iii) requiring coverage only for as long as the TRIPRA is in effect, or (iv) requiring coverage only for losses arising from domestic acts of terrorism or from terrorist acts certified by the federal government as “acts of terrorism” under the TRIPRA. See Annex A-3 for a summary of the terrorism insurance requirements under each of the 15 largest mortgage loans or groups of cross-collateralized mortgage loans. See representation and warranty no. 31 on Annex D-1 and the exceptions thereto on Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D-1).

We cannot assure you that all of the mortgaged properties will be insured against the risks of terrorism and similar acts. As a result of any of the foregoing, the amount available to make distributions on your certificates could be reduced.

Other mortgaged properties securing mortgage loans may also be insured under a blanket policy or self-insured or insured by a sole tenant. See “—Risks Associated with Blanket Insurance Policies or Self-Insurance” below.

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Risks Associated with Blanket Insurance Policies or Self-Insurance

Certain of the mortgaged properties are covered by blanket insurance policies, which also cover other properties of the related borrower or its affiliates (including certain properties in close proximity to the mortgaged properties). In the event that such policies are drawn on to cover losses on such other properties, the amount of insurance coverage available under such policies would thereby be reduced and could be insufficient to cover each mortgaged property’s insurable risks.

Certain mortgaged properties may also be insured or self-insured by a sole or significant tenant, as further described under “Description of the Mortgage Pool—Tenant Issues—Insurance Considerations”. We cannot assure you that any insurance obtained by a sole or significant tenant will be adequate or that such sole or significant tenant will comply with any requirements to maintain adequate insurance. Additionally, to the extent that insurance coverage relies on self-insurance, there is a risk that the “insurer” will not be willing or have the financial ability to satisfy a claim if a loss occurs. See also representation and warranty no. 18 on Annex D-1 and the exceptions thereto on Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D-1).

Additionally, the risks related to blanket or self-insurance may be aggravated if the mortgage loans that allow such coverage are part of a group of mortgage loans with related borrowers, some or all of which are covered under the same self-insurance or blanket insurance policy, and which may also cover other properties owned by affiliates of such borrowers.

Condemnation of a Mortgaged Property May Adversely Affect Distributions on Certificates

From time to time, there may be condemnations pending or threatened against one or more of the mortgaged properties securing the mortgage loans. The proceeds payable in connection with a total condemnation may not be sufficient to restore the related mortgaged property or to satisfy the remaining indebtedness of the related mortgage loan. The occurrence of a partial condemnation may have a material adverse effect on the continued use of, or income generated by, the affected mortgaged property. Therefore, we cannot assure you that the occurrence of any condemnation will not have a negative impact upon distributions on your offered certificates.

Limited Information Causes Uncertainty

Historical Information

Some of the mortgage loans that we intend to include in the issuing entity are secured in whole or in part by mortgaged properties for which limited or no historical operating information is available. As a result, you may find it difficult to analyze the historical performance of those mortgaged properties.

A mortgaged property may lack prior operating history or historical financial information because it is newly constructed or renovated, it is a recent acquisition by the related borrower or it is a single-tenant property that is subject to a triple-net lease. In addition, a tenant’s lease may contain confidentiality provisions that restrict the sponsors’ access to or disclosure of such tenant’s financial information. The underwritten net cash flows and underwritten net operating income for such mortgaged properties are derived principally from current rent rolls or tenant leases and historical expenses, adjusted to account for inflation, significant occupancy increases and a market rate management fee. In some

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cases, underwritten net cash flows and underwritten net operating income for mortgaged properties are based all or in part on leases (or letters of intent) that are not yet in place (and may still be under negotiation) or on tenants that may have signed a lease (or letter of intent), or lease amendment expanding the leased space, but are not yet in occupancy and/or paying rent), which present certain risks described in “—Underwritten Net Cash Flow Could Be Based On Incorrect or Flawed Assumptions” below.

See Annex A-1 for certain historical financial information relating to the mortgaged properties, including net operating income for the most recent reporting period and prior 3 calendar years, to the extent available.

Ongoing Information

The primary source of ongoing information regarding the offered certificates, including information regarding the status of the related mortgage loans and any credit support for the offered certificates, will be the periodic reports delivered to you. See “Description of the Certificates—Reports to Certificateholders; Certain Available Information”. We cannot assure you that any additional ongoing information regarding the offered certificates will be available through any other source. The limited nature of the available information in respect of the offered certificates may adversely affect their liquidity, even if a secondary market for the offered certificates does develop.

We are not aware of any source through which pricing information regarding the offered certificates will be generally available on an ongoing basis or on any particular date.

Underwritten Net Cash Flow Could Be Based On Incorrect or Flawed Assumptions

As described under “Description of the Mortgage Pool—Certain Calculations and Definitions”, underwritten net cash flow generally includes cash flow (including any cash flow from master leases) adjusted based on a number of assumptions used by the sponsors. We make no representation that the underwritten net cash flow set forth in this prospectus as of the cut-off date or any other date represents actual future net cash flows. For example, with respect to certain mortgage loans included in the issuing entity, the occupancy of the related mortgaged property reflects tenants that (i) may not have yet actually executed leases (but have in some instances signed letters of intent), (ii) have signed leases but have not yet taken occupancy and/or are not paying full contractual rent, (iii) are seeking or may in the future seek to sublet all or a portion of their respective spaces, (iv) are “dark” tenants but paying rent, or (v) are affiliates of the related borrower and are leasing space pursuant to a master lease or a space lease. Similarly, with respect to certain mortgage loans included in the issuing entity, the underwritten net cash flow may be based on certain tenants that have not yet executed leases or that have signed leases but are not yet in place and/or are not yet paying rent, or have a signed lease or lease amendment expanding the leased space, but are not yet in occupancy of all or a portion of their space and/or paying rent, or may assume that future contractual rent steps (during some or all of the remaining term of a lease) have occurred. In many cases, co-tenancy provisions were assumed to be satisfied and vacant space was assumed to be occupied and space that was due to expire was assumed to have been re-let, in each case at market rates that may have exceeded current rent. In addition, the “underwritten net cash flow” for a residential cooperative property is the projected net cash flow reflected in an appraisal of such residential cooperative property and, in general, equals projected operating income at the property assuming such property is operated as a rental property with rents and other income set at prevailing market rates (but taking into account the presence of existing rent regulated, rent stabilized or rent controlled rental tenants), reduced by underwritten

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property operating expenses, a market-rate vacancy assumption and projected replacement reserves, in each case as determined by the appraiser. As a result, the projected rental income used to determine underwritten net cash flow for a residential cooperative property may differ materially from the scheduled monthly maintenance payments from the tenant-stockholders upon which residential cooperatives depend. You should review these and other similar assumptions and make your own determination of the appropriate assumptions to be used in determining underwritten net cash flow.

In addition, underwritten or adjusted cash flows, by their nature, are speculative and are based upon certain assumptions and projections. The failure of these assumptions or projections in whole or in part could cause the underwritten net operating income (calculated as described in “Description of the Mortgage Pool—Certain Calculations and Definitions”) to vary substantially from the actual net operating income of a mortgaged property.

In the event of the inaccuracy of any assumptions or projections used in connection with the calculation of underwritten net cash flow, the actual net cash flow could be significantly different (and, in some cases, may be materially less) than the underwritten net cash flow presented in this prospectus, and this would change other numerical information presented in this prospectus based on or derived from the underwritten net cash flow, such as the debt service coverage ratios or debt yield presented in this prospectus. We cannot assure you that any such assumptions or projections made with respect to any mortgaged property will, in fact, be consistent with that mortgaged property’s actual performance.

Frequent and Early Occurrence of Borrower Delinquencies and Defaults May Adversely Affect Your Investment

If you calculate the anticipated yield of your offered certificates based on a rate of default or amount of losses lower than that actually experienced on the mortgage loans and those additional losses result in a reduction of the total distributions on, or the certificate balance of, your offered certificates, your actual yield to maturity will be lower than expected and could be negative under certain extreme scenarios. The timing of any loss on a liquidated mortgage loan that results in a reduction of the total distributions on or the certificate balance of your offered certificates will also affect the actual yield to maturity of your offered certificates, even if the rate of defaults and severity of losses are consistent with your expectations. In general, the earlier a loss is borne by you, the greater the effect on your yield to maturity.

Delinquencies on the mortgage loans, if the delinquent amounts are not advanced, may result in shortfalls in distributions of interest and/or principal to the holders of the offered certificates for the current month. Furthermore, no interest will accrue on this shortfall during the period of time that the payment is delinquent. Additionally, in instances where the principal portion of any balloon payment scheduled with respect to a mortgage loan is collected by the applicable master servicer following the end of the related collection period, no portion of the principal received on such payment will be passed through for distribution to the certificateholders until the subsequent distribution date, which may result in shortfalls in distributions of interest to the holders of the offered certificates in the following month. Furthermore, in such instances no provision is made for either master servicer or any other party to cover any such interest shortfalls that may occur as a result. In addition, if interest and/or principal advances and/or servicing advances are made with respect to a mortgage loan after a default and the related mortgage loan is thereafter worked out under terms that do not provide for the repayment of those advances in full at the time of the workout, then any reimbursements of those advances prior to the actual collection of the amount for which the advance was made may also result in shortfalls in distributions of principal to the

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holders of the offered certificates with certificate balances for the current month. Even if losses on the mortgage loans are not allocated to a particular class of offered certificates with certificate balances, the losses may affect the weighted average life and yield to maturity of that class of offered certificates. In the case of any material monetary or material non-monetary default, the applicable special servicer may accelerate the maturity of the related mortgage loan, which could result in an acceleration of principal distributions to the certificateholders. The applicable special servicer may also extend or modify a mortgage loan, which could result in a substantial delay in principal distributions to the certificateholders. In addition, losses on the mortgage loans, even if not allocated to a class of offered certificates with certificate balances, may result in a higher percentage ownership interest evidenced by those offered certificates in the remaining mortgage loans than would otherwise have resulted absent the loss. The consequent effect on the weighted average life and yield to maturity of the offered certificates will depend upon the characteristics of those remaining mortgage loans in the trust fund.

The Mortgage Loans Have Not Been Reviewed or Re-Underwritten by Us; Some Mortgage Loans May Not Have Complied With Another Originator’s Underwriting Criteria

Although the sponsors have conducted a review of the mortgage loans to be sold to us for this securitization transaction, we, as the depositor for this securitization transaction, have neither originated the mortgage loans nor conducted a review or re-underwriting of the mortgage loans. Instead, we have relied on the representations and warranties made by the applicable sponsors and the remedies for breach of a representation and warranty as described under “Description of the Mortgage Loan Purchase Agreements” and the sponsor’s description of its underwriting criteria and the review conducted by each sponsor for this securitization transaction described under “Transaction Parties—The Sponsors and Mortgage Loan Sellers—Wells Fargo Bank,National Association—Wells Fargo Bank’s Commercial Mortgage Loan Underwriting”; “—Bank of America, National Association—Bank of America’s Commercial Mortgage Loan Underwriting Standards”; “—Morgan Stanley Mortgage Capital Holdings LLC—The Morgan Stanley Group’s Underwriting Standards”; and “—National Cooperative Bank, N.A.—National Cooperative Bank, N.A.’s Underwriting Standards and Processes”.

The representations and warranties made by the sponsors may not cover all of the matters that one would review in underwriting a mortgage loan and you should not view them as a substitute for re-underwriting the mortgage loans. Furthermore, these representations and warranties in some respects represent an allocation of risk rather than a confirmed description of the mortgage loans. If we had re-underwritten the mortgage loans, it is possible that the re-underwriting process may have revealed problems with a mortgage loan not covered by a representation or warranty or may have revealed inaccuracies in the representations and warranties. See “—Other Risks Relating to the Certificates—Sponsors May Not Make Required Repurchases or Substitutions of Defective Mortgage Loans or Pay Any Loss of Value Payment Sufficient to Cover All Losses on a Defective Mortgage Loan” below, and “Description of the Mortgage Loan Purchase Agreements”.

In addition, we cannot assure you that all of the mortgage loans would have complied with the underwriting criteria of the other originators or, accordingly, that each originator would have made the same decision to originate every mortgage loan included in the issuing entity or, if they did decide to originate an unrelated mortgage loan, that they would have been underwritten on the same terms and conditions.

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As a result of the foregoing, you are advised and encouraged to make your own investment decision based on a careful review of the information set forth in this prospectus and your own view of the mortgage pool.

Static Pool Data Would Not Be Indicative of the Performance of this Pool

As a result of the distinct nature of each pool of commercial mortgage loans, and the separate mortgage loans within the pool, this prospectus does not include disclosure concerning the delinquency and loss experience of static pools of periodic originations by any sponsor of assets of the type to be securitized (known as “static pool data”). In particular, static pool data showing a low level of delinquencies and defaults would not be indicative of the performance of this pool or any other pools of mortgage loans originated by the same sponsor or sponsors.

While there may be certain common factors affecting the performance and value of income-producing real properties in general, those factors do not apply equally to all income-producing real properties and, in many cases, there are unique factors that will affect the performance and/or value of a particular income-producing real property. Moreover, the effect of a given factor on a particular real property will depend on a number of variables, including but not limited to property type, geographic location, competition, sponsorship and other characteristics of the property and the related commercial mortgage loan. Each income-producing real property represents a separate and distinct business venture and, as a result, each of the mortgage loans requires a unique underwriting analysis. Furthermore, economic and other conditions affecting real properties, whether worldwide, national, regional or local, vary over time. The performance of a pool of mortgage loans originated and outstanding under a given set of economic conditions may vary significantly from the performance of an otherwise comparable mortgage pool originated and outstanding under a different set of economic conditions.

Therefore, you should evaluate this offering on the basis of the information set forth in this prospectus with respect to the mortgage loans, and not on the basis of the performance of other pools of securitized commercial mortgage loans.

Appraisals May Not Reflect Current or Future Market Value of Each Property

Appraisals were obtained with respect to each of the mortgaged properties at or about the time of origination of the related mortgage loan (or whole loan, if applicable) or at or around the time of the acquisition of the mortgage loan (or whole loan, if applicable) by the related sponsor. See Annex A-1 for the dates of the latest appraisals for the mortgaged properties. We have not obtained new appraisals of the mortgaged properties or assigned new valuations to the mortgage loans in connection with the offering of the offered certificates. The market values of the mortgaged properties could have declined since the origination of the related mortgage loans.

In general, appraisals represent the analysis and opinion of qualified appraisers and are not guarantees of present or future value. One appraiser may reach a different conclusion than that of a different appraiser with respect to the same property. The appraisals seek to establish the amount a typically motivated buyer would pay a typically motivated seller and, in certain cases, may have taken into consideration the purchase price paid by the borrower. The amount could be significantly higher than the amount obtained from the sale of a mortgaged property in a distress or liquidation sale.

Information regarding the appraised values of the mortgaged properties (including loan-to-value ratios) presented in this prospectus is not intended to be a representation as

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to the past, present or future market values of the mortgaged properties. For example, in some cases, a borrower or its affiliate may have acquired the related mortgaged property for a price or otherwise for consideration in an amount that is less than the related appraised value specified on Annex A-1, including at a foreclosure sale or through acceptance of a deed-in-lieu of foreclosure. Historical operating results of the mortgaged properties used in these appraisals, as adjusted by various assumptions, estimates and subjective judgments on the part of the appraiser, may not be comparable to future operating results. In addition, certain appraisals may be based on extraordinary assumptions, including without limitation, that certain tenants are in-place and paying rent when such tenants have not yet taken occupancy or that certain renovations or property improvement plans have been completed. Additionally, certain appraisals with respect to mortgage loans secured by multiple mortgaged properties may have been conducted on a portfolio basis rather than on an individual property basis, and the sum of the values of the individual properties may be different from (and in some cases may be less than) the appraised value of the aggregate of such properties on a portfolio basis. In addition, other factors may impair the mortgaged properties’ value without affecting their current net operating income, including:

● changes in governmental regulations, zoning or tax laws;

● potential environmental or other legal liabilities;

● the availability of refinancing; and

● changes in interest rate levels.

In certain cases, appraisals may reflect both the “as-is” value and an “as-stabilized”, “as-complete” or other hypothetical value. However, the appraised value reflected in this prospectus with respect to each mortgaged property reflects only the “as-is” value unless otherwise specified. Any non-“as-is” value may be based on certain assumptions, such as future construction completion, projected re-tenanting or increased tenant occupancies. We cannot assure you that those assumptions are or will be accurate or that any such non-“as-is” value will be the value of the related mortgaged property at maturity or other specified date. In addition, with respect to certain mortgage loans secured by multiple mortgaged properties, the appraised value may be an “as portfolio” value that assigns a premium to the value of the mortgaged properties as a whole, which value exceeds the sum of their individual appraised values. See “Description of the Mortgage Pool—Appraised Value”.

Any engineering report, site inspection or appraisal represents only the analysis of the individual consultant, engineer or inspector preparing such report at the time of such report, and may not reveal all necessary or desirable repairs, maintenance and capital improvement items. See “Transaction Parties—The Sponsors and Mortgage Loan Sellers—Wells Fargo Bank,National Association—Wells Fargo Bank’s Commercial Mortgage Loan Underwriting”; “—Bank of America, National Association—Bank of America’s Commercial Mortgage Loan Underwriting Standards”; “—Morgan Stanley Mortgage Capital Holdings LLC—The Morgan Stanley Group’s Underwriting Standards”; and “—National Cooperative Bank, N.A.—National Cooperative Bank, N.A.’s Underwriting Standards and Processes” for additional information regarding the appraisals. We cannot assure you that the information set forth in this prospectus regarding the appraised values or loan-to-value ratios accurately reflects past, present or future market values of the mortgaged properties or the amount that would be realized upon a sale of the related mortgaged property.

In addition, with respect to each mortgage loan secured by a residential cooperative property, the “Appraised Value” presented on Annex A-1 is the appraised value of such

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property assuming such property is operated as a residential cooperative and, in general, equals the sum of (i) the gross share value of all cooperative units in such residential cooperative property (applying a discount for units that are subject to existing rent regulated, rent stabilized or rent controlled rental tenants as and if deemed appropriate by the appraiser), based in part on various comparable sales of cooperative apartment units in the market, plus (ii) the amount of the underlying debt encumbering such residential cooperative property. With respect to limited equity cooperatives (i.e., housing cooperatives in which eligible members purchase shares at below market prices and are subject to various restrictions, including restrictions on the sale price for which units may be re-sold and/or restrictions upon the income or other characteristics of purchasers of such units), the gross share value referenced in the preceding sentence is calculated without regard to any applicable sale price restrictions. The comparable sales considered in the appraisers’ estimates of gross share values may have occurred at properties where the cooperative entity’s underlying mortgage debt per cooperative unit was substantially more or less than that at the applicable Mortgaged Property. The appraisers generally made no adjustments to comparable sales statistics to account for any such differences, although monthly unit maintenance obligations may have been considered. Such “Appraised Value” does not constitute a market value, and should not be considered to be the value that would be realized following a foreclosure of a mortgage loan secured by a residential cooperative property. Upon a foreclosure of a mortgage loan secured by a residential cooperative property, it is likely that the operation if such mortgaged property as a residential cooperative property would terminate, and it is likely that the mortgaged property would be operated and sold as a multifamily rental property. The “Coop-Rental Value” of a residential cooperative property presented on Annex A-1 is the appraised value of such property assuming such property is operated as a multifamily rental property and, in general, is derived by applying an appropriate capitalization rate (as determined by the appraiser) to the underwritten net cash flow for such residential cooperative property. Such underwritten net cash flow is the projected net cash flow reflected in such appraisal and, in general, equals projected operating income at the property assuming such property is operated as a multifamily rental property with rents and other income set at prevailing market rates (but taking into account the presence of existing rent regulated, rent stabilized or rent controlled rental tenants), reduced by underwritten property operating expenses, a market-rate vacancy assumption and further reduced by projected replacement reserves, in each case as determined by the appraiser. However, the projected rental income used in such determinations may differ materially from the scheduled monthly maintenance payments from the tenant-stockholders upon which residential cooperatives depend. In certain instances, the appraiser may have made adjustments to increase or decrease such capitalized value as deemed appropriate by the appraiser (for example, the appraiser may have reduced such capitalized value to reflect the cost of completing material deferred maintenance or may have increased such capitalized value to reflect the existence of certain tax abatements or incentives). Except where otherwise specified, all relevant loan-to-value information with respect to mortgage loans secured by residential cooperative properties is based on the “Appraised Value” of such property as described above, and assumes that such property is operated as a residential cooperative. Certain of the residential cooperative mortgaged properties have a substantial number of units that are owned by the related coop sponsor or an investor, and leased by it to rental tenants, which units are currently subject to rent regulation, rent stabilization or rent control laws and are expected to continue to be subject to such laws following a foreclosure, and accordingly the rental income that can be expected to be earned from such units (and any other units that are or become subject to such laws) will be limited by the provisions of such laws. In addition, to the extent that other units at a residential cooperative mortgaged property were subject to rent regulation, rent stabilization or rent control laws prior to the conversion to a cooperative (which is likely to be the case if sponsor or investor units are subject to such

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laws), if the related residential cooperative mortgage loan were to be foreclosed, such units would again be subject to rent regulation, rent stabilization or rent control laws. However, the “Coop-Rental Value” Appraised Values of the residential cooperative mortgaged properties assume that if the mortgaged property were operated as a multifamily rental property all units (other than, in some cases, sponsor or investor units that are subject to rent regulation, rent stabilization or rent control laws) will be rented at market rates. See the footnotes to Annex A-1 and see “—Residential Cooperative Properties Have Special Risks” and “Description of the Mortgage Pool—Certain Calculations and Definitions—Certain Characteristics of Mortgage Loans Secured by Residential Cooperatives”.

The Performance of a Mortgage Loan and Its Related Mortgaged Property Depends in Part on Who Controls the Borrower and Mortgaged Property

The operation and performance of a mortgage loan will depend in part on the identity of the persons or entities who control the borrower and the mortgaged property. The performance of a mortgage loan may be adversely affected if control of a borrower changes, which may occur, for example, by means of transfers of direct or indirect ownership interests in the borrower, or if the mortgage loan is assigned to and assumed by another person or entity along with a transfer of the property to that person or entity.

Many of the mortgage loans generally place certain restrictions on the transfer and/or pledging of general partnership and managing member equity interests in a borrower, such as specific percentage or control limitations, although some have current or permit future mezzanine or subordinate debt. We cannot assure you the ownership of any of the borrowers would not change during the term of the related mortgage loan and result in a material adverse effect on your certificates. See “Description of the Mortgage Pool—Additional Indebtedness” and “—Certain Terms of the Mortgage Loans—“Due-On-Sale” and “Due-On-Encumbrance” Provisions”.

In addition, the mortgage loans secured by residential cooperative properties that are expected to be sold to the depositor by National Cooperative Bank, N.A. generally do not restrict the transfer or pledge of interests in the related cooperative borrower in connection with the transfer or financing of cooperative apartment units. For these reasons, we cannot assure you that the ownership of any of the borrowers would not change during the term of the related mortgage loan and result in a material adverse effect on your certificates.

The Borrower’s Form of Entity May Cause Special Risks

The borrowers are legal entities rather than individuals. Mortgage loans made to legal entities may entail greater risks of loss than those associated with mortgage loans made to individuals. For example, a legal entity, as opposed to an individual, may be more inclined to seek legal protection from its creditors under the bankruptcy laws. Unlike individuals involved in bankruptcies, most entities generally, but not in all cases, do not have personal assets and creditworthiness at stake.

The terms of certain of the mortgage loans require that the borrowers be single-purpose entities and, in most cases, such borrowers’ organizational documents or the terms of the mortgage loans limit their activities to the ownership of only the related mortgaged property or mortgaged properties and limit the borrowers’ ability to incur additional indebtedness. Such provisions are designed to mitigate the possibility that the borrower’s financial condition would be adversely impacted by factors unrelated to the related mortgaged property and mortgage loan. Such borrower may also have previously owned property other than the related mortgaged property or may be a so-called “recycled” single-purpose entity that previously had other business activities and liabilities. However, we cannot

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assure you that such borrowers have in the past complied, or in the future will comply, with such requirements. Additionally, in some cases unsecured debt exists and/or is allowed in the future. Furthermore, in many cases such borrowers (including each of the borrowers with respect to the residential cooperative loans expected to be sold to the depositor by National Cooperative Bank, N.A. included in the trust) are not required to observe all covenants and conditions which typically are required in order for such borrowers to be viewed under standard rating agency criteria as “single-purpose entities”.

Although a borrower may currently be a single-purpose entity, in certain cases the borrowers were not originally formed as single-purpose entities, but at origination of the related mortgage loan their organizational documents were amended. Such borrower may have previously owned property other than the related mortgaged property and may not have observed all covenants that typically are required to consider a borrower a “single-purpose entity” and thus may have liabilities arising from events prior to becoming a single-purpose entity.

In addition, certain mortgage loans may have been structured similarly to a Maryland indemnity deed of trust (an “IDOT”). An IDOT is structured so that the lender makes the loan to the owner of the property owner and the property owner guarantees in full the payment of the loan and secures such guaranty with a mortgage on the property owner’s property. Accordingly, the mortgagor/payment guarantor and the borrower are two different, but affiliated, entities. In the case of a mortgage loan structured as an IDOT, references herein to “borrower” will mean the actual borrower or the mortgagor/payment guarantor, as the context may require.

The organizational documents of a borrower or the direct or indirect managing partner or member of a borrower may also contain requirements that there be one or two independent directors, managers or trustees (depending on the entity form of such borrower) whose vote is required before the borrower files a voluntary bankruptcy or insolvency petition or otherwise institutes insolvency proceedings. Generally, but not always, the independent directors, managers or trustees may only be replaced with certain other independent successors. Although the requirement of having independent directors, managers or trustees is designed to mitigate the risk of a voluntary bankruptcy filing by a solvent borrower, a borrower could file for bankruptcy without obtaining the consent of its independent director(s) (and we cannot assure you that such bankruptcy would be dismissed as an unauthorized filing), and in any case the independent directors, managers or trustees may determine that a bankruptcy filing is an appropriate course of action to be taken by such borrower. Although the independent directors, managers or trustees generally owe no fiduciary duties to entities other than the borrower itself, such determination might take into account the interests and financial condition of such borrower’s parent entities and such parent entities’ other subsidiaries in addition to those of the borrower. Consequently, the financial distress of an affiliate of a borrower might increase the likelihood of a bankruptcy filing by a borrower.

The bankruptcy of a borrower, or a general partner or managing member of a borrower, may impair the ability of the lender to enforce its rights and remedies under the related mortgage loan. Certain of the mortgage loans have been made to single-purpose limited partnerships that have a general partner or general partners that are not themselves single-purpose entities. Such loans are subject to additional bankruptcy risk. The organizational documents of the general partner in such cases do not limit it to acting as the general partner of the partnership. Accordingly there is a greater risk that the general partner may become insolvent for reasons unrelated to the mortgaged property. The bankruptcy of a general partner may dissolve the partnership under applicable state law. In addition, even if the partnership itself is not insolvent, actions by the partnership and/or a bankrupt

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general partner that are outside the ordinary course of their business, such as refinancing the related mortgage loan, may require prior approval of the bankruptcy court in the general partner’s bankruptcy case. The proceedings required to resolve these issues may be costly and time-consuming.

Any borrower, even an entity structured as a single-purpose entity, as an owner of real estate, will be subject to certain potential liabilities and risks as an owner of real estate. We cannot assure you that any borrower will not file for bankruptcy protection or that creditors of a borrower or a corporate or individual general partner or managing member of a borrower will not initiate a bankruptcy or similar proceeding against such borrower or corporate or individual general partner or managing member.

Certain borrowers’ organizational documents or the terms of certain mortgage loans permit an affiliated property manager to maintain a custodial account on behalf of such borrower and certain affiliates of such borrower into which funds available to such borrower under the terms of the related mortgage loans and funds of such affiliates are held, but which funds are and will continue to be separately accounted for as to each item of income and expense for each related mortgaged property and each related borrower. A custodial account structure for affiliated entities, while common among certain REITs, institutions or independent owners of multiple properties, presents a risk for consolidation of the assets of such affiliates as commingling of funds is a factor a court may consider in considering a request by other creditors for substantive consolidation. Substantive consolidation is an equitable remedy that could result in an otherwise solvent company becoming subject to the bankruptcy proceedings of an insolvent affiliate, making its assets available to repay the debts of affiliated companies. A court has the discretion to order substantive consolidation in whole or in part and may include non-debtor affiliates of the bankrupt entity in the proceedings. In particular, consolidation may be ordered when corporate funds are commingled and used for a principal’s personal purposes, inadequate records of transfers are made and corporate entities are deemed an alter ego of a principal. Strict adherence to maintaining separate books and records, avoiding commingling of assets and otherwise maintaining corporate policies designed to preserve the separateness of corporate assets and liabilities make it less likely that a court would order substantive consolidation, but we cannot assure you that the related borrowers, property managers or affiliates will comply with these requirements as set forth in the related mortgage loans.

Furthermore, with respect to any affiliated borrowers, creditors of a common parent in bankruptcy may seek to consolidate the assets of such borrowers with those of the parent. Consolidation of the assets of such borrowers would likely have an adverse effect on the funds available to make distributions on your certificates, and may lead to a downgrade, withdrawal or qualification of the ratings of your certificates.

See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Single-Purpose Entity Covenants” and “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws”.

In addition, borrowers may own a mortgaged property as tenants-in-common. In the case of a mortgaged property that is owned by tenants-in-common, there is a risk that obtaining the consent of the tenants-in-common will be time consuming and cause delays with respect to the taking of certain actions by or on behalf of the borrower, including with respect to the related mortgaged property. See “—Tenancies-in-Common May Hinder Recovery” below. See also “Description of the Mortgage Pool—Mortgage Pool Characteristics—Tenancies-in-Common” in this prospectus.

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In addition, certain of the mortgage loans may have borrowers that are wholly or partially (directly or indirectly) owned by one or more crowd funding investor groups or other diversified ownership structures. Investments in the commercial real estate market through crowd funding investor groups are a relatively recent development and there may be certain unanticipated risks to this new ownership structure which may adversely affect the related mortgage loan. Typically, the crowd funding investor group is made up of a large number of individual investors who invest relatively small amounts in the group pursuant to a securities offering. With respect to an equity investment in the borrower, the crowd funding investor group in turn purchases a stake in the borrower. Accordingly, equity in the borrower is indirectly held by the individual investors in the crowd funding group. We cannot assure you that either the crowd funding investor group or the individual investors in the crowd funding investor group or other diversified ownership structure have relevant expertise in the commercial real estate market. Additionally, crowd funding investor groups are required to comply with various securities regulations related to offerings of securities and we cannot assure you that any enforcement action or legal proceeding regarding failure to comply with such securities regulations would not delay enforcement of the related mortgage loan. Furthermore, we cannot assure you that a bankruptcy proceeding by the crowd funding investor group or other diversified ownership structure will not delay enforcement of the related mortgage loan. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Tenancies-in-Common” in this prospectus. See “—Litigation Regarding the Mortgaged Properties or Borrowers May Impair Your Distributions”, “—Frequent and Early Occurrence of Borrower Delinquencies and Defaults May Adversely Affect Your Investment” and “—The Performance of a Mortgage Loan and Its Related Mortgaged Property Depends in Part on Who Controls the Borrower and Mortgaged Property”.

A Bankruptcy Proceeding May Result in Losses and Delays in Realizing on the Mortgage Loans

Numerous statutory provisions, including the federal bankruptcy code and state laws affording relief to debtors, may interfere with and delay the ability of a secured mortgage lender to obtain payment of a loan, to realize upon collateral and/or to enforce a deficiency judgment. For example, under the federal bankruptcy code, virtually all actions (including foreclosure actions and deficiency judgment proceedings) are automatically stayed upon the filing of a bankruptcy petition, and, often, no interest or principal payments are made during the course of the bankruptcy proceeding. Also, under federal bankruptcy law, the filing of a petition in bankruptcy by or on behalf of a junior lien holder may stay the senior lender from taking action to foreclose out such junior lien. Certain of the mortgage loans have sponsors that have previously filed bankruptcy and we cannot assure you that such sponsors will not be more likely than other sponsors to utilize their rights in bankruptcy in the event of any threatened action by the mortgagee to enforce its rights under the related mortgage loan documents. As a result, the issuing entity’s recovery with respect to borrowers in bankruptcy proceedings may be significantly delayed, and the aggregate amount ultimately collected may be substantially less than the amount owed. See “—Other Financings or Ability To Incur Other Indebtedness Entails Risk” below, “Description of the Mortgage Pool—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” and “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws”.

Additionally, the courts of any state may refuse the foreclosure of a mortgage or deed of trust when an acceleration of the indebtedness would be inequitable or unjust or the circumstances would render the action unconscionable. See “Certain Legal Aspects of Mortgage Loans—Foreclosure”.

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See also “—Performance of the Mortgage Loan Will Be Highly Dependent on the Performance of Tenants and Tenant Leases—Tenant Bankruptcy Could Result in a Rejection of the Related Lease” above.

Litigation Regarding the Mortgaged Properties or Borrowers May Impair Your Distributions

There may be (and there may exist from time to time) pending or threatened legal proceedings against, or disputes with, the borrowers, the borrower sponsors, the managers of the mortgaged properties and their respective affiliates arising out of their ordinary business. We have not undertaken a search for all legal proceedings that relate to the borrowers, borrower sponsors, managers for the mortgaged properties or their respective affiliates. Potential investors are advised and encouraged to perform their own searches related to such matters to the extent relevant to their investment decision. Any such litigation or dispute may materially impair distributions to certificateholders if borrowers must use property income to pay judgments, legal fees or litigation costs. We cannot assure you that any litigation or dispute or any settlement of any litigation or dispute will not have a material adverse effect on your investment.

Additionally, a borrower or a principal of a borrower or affiliate may have been a party to a bankruptcy, foreclosure, litigation or other proceeding, particularly against a lender, or may have been convicted of a crime in the past. In addition, certain of the borrower sponsors, property managers, affiliates of any of the foregoing and/or entities controlled thereby have been a party to bankruptcy proceedings, mortgage loan defaults and restructures, discounted payoffs, foreclosure proceedings or deed-in-lieu of foreclosure transactions, or other material proceedings (including criminal proceedings) in the past, whether or not related to the mortgaged property securing a mortgage loan in this securitization transaction. In some cases, mortgaged properties securing certain of the mortgage loans previously secured other loans that had been in default, restructured or the subject of a discounted payoff, foreclosure or deed-in-lieu of foreclosure.

Certain of the borrower sponsors may have a history of litigation or other proceedings against their lender, in some cases involving various parties to a securitization transaction. We cannot assure you that the borrower sponsors that have engaged in litigation or other proceedings in the past will not commence action against the issuing entity in the future upon any attempt by the applicable special servicer to enforce the mortgage loan documents. Any such actions by the borrower or borrower sponsor may result in significant expense and potential loss to the issuing entity and a shortfall in funds available to make payments on the offered certificates. In addition, certain principals or borrower sponsors may have in the past been convicted of, or pled guilty to, a felony. We cannot assure you that such borrower or principal will not be more likely than other borrowers or principals to avail itself or cause a borrower to avail itself of its legal rights, under the federal bankruptcy code or otherwise, in the event of an action or threatened action by the lender or its servicer to enforce the related mortgage loan documents, or otherwise conduct its operations in a manner that is in the best interests of the lender and/or the mortgaged property. We cannot assure you that any such proceedings or actions will not have a material adverse effect upon distributions on your certificates. Further, borrowers, principals of borrowers, property managers and affiliates of such parties may, in the future, be involved in bankruptcy proceedings, foreclosure proceedings or other material proceedings (including criminal proceedings), whether or not related to the mortgage loans. We cannot assure you that any such proceedings will not negatively impact a borrower’s or borrower sponsor’s ability to meet its obligations under the related mortgage loan and, as a result could have a material adverse effect upon your certificates.

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Often it is difficult to confirm the identity of owners of all of the equity in a borrower, which means that past issues may not be discovered as to such owners. See “Description of the Mortgage Pool—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” for additional information on certain mortgage loans in the issuing entity. Accordingly, we cannot assure you that there are no undisclosed bankruptcy proceedings, foreclosure proceedings, deed-in-lieu-of-foreclosure transaction and/or mortgage loan workout matters that involved one or more mortgage loans or mortgaged properties, and/or a guarantor, borrower sponsor or other party to a mortgage loan.

In addition, in the event the owner of a borrower experiences financial problems, we cannot assure you that such owner would not attempt to take actions with respect to the mortgaged property that may adversely affect the borrower’s ability to fulfill its obligations under the related mortgage loan.

Other Financings or Ability to Incur Other Indebtedness Entails Risk

When a borrower (or its constituent members) also has one or more other outstanding loans (even if they arepari passu, subordinated, mezzanine, preferred equity or unsecured loans or another type of equity pledge), the issuing entity is subjected to additional risk such as:

● the borrower (or its constituent members) may have difficulty servicing and repaying multiple financings;

● the existence of other financings will generally also make it more difficult for the borrower to obtain refinancing of the related mortgage loan (or whole loan, if applicable) or sell the related mortgaged property and may thereby jeopardize repayment of the mortgage loan (or whole loan, if applicable);

● the need to service additional financings may reduce the cash flow available to the borrower to operate and maintain the mortgaged property and the value of the mortgaged property may decline as a result;

● if a borrower (or its constituent members) defaults on its mortgage loan and/or any other financing, actions taken by other lenders such as a suit for collection, foreclosure or an involuntary petition for bankruptcy against the borrower could impair the security available to the issuing entity, including the mortgaged property, or stay the issuing entity’s ability to foreclose during the course of the bankruptcy case;

● the bankruptcy of another lender also may operate to stay foreclosure by the issuing entity; and

● the issuing entity may also be subject to the costs and administrative burdens of involvement in foreclosure or bankruptcy proceedings or related litigation.

Although no companion loan related to a whole loan will be an asset of the issuing entity, the related borrower is still obligated to make interest and principal payments on such companion loan. As a result, the issuing entity is subject to additional risks, including:

● the risk that the necessary maintenance of the related mortgaged property could be deferred to allow the borrower to pay the required debt service on these other obligations and that the value of the mortgaged property may fall as a result; and

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● the risk that it may be more difficult for the borrower to refinance these loans or to sell the related mortgaged property for purposes of making any balloon payment on the entire balance of such loans and the related additional debt at maturity or anticipated repayment date.

With respect to mezzanine financing (if any), while a mezzanine lender has no security interest in the related mortgaged properties, a default under a mezzanine loan could cause a change in control of the related borrower. With respect to mortgage loans that permit mezzanine financing, the relative rights of the mortgagee and the related mezzanine lender will generally be set forth in an intercreditor agreement, which agreements typically provide that the rights of the mezzanine lender (including the right to payment) against the borrower and mortgaged property are subordinate to the rights of the mortgage lender and that the mezzanine lender may not take any enforcement action against the mortgage borrower and mortgaged property.

In addition, the mortgage loan documents related to certain mortgage loans may have or permit future “preferred equity” structures, where one or more special limited partners or members receive a preferred return in exchange for an infusion of capital or other type of equity pledge that may require payments of a specified return or of excess cash flow. Such arrangements can present risks that resemble mezzanine debt, including dilution of the borrower’s equity in the mortgaged property, stress on the cash flow in the form of a preferred return or excess cash payments, and/or potential changes in the management of the related mortgaged property in the event the preferred return is not satisfied.

Additionally, the terms of certain mortgage loans permit or require the borrowers to post letters of credit and/or surety bonds for the benefit of the related mortgage loan, which may constitute a contingent reimbursement obligation of the related borrower or an affiliate. The issuing bank or surety will not typically agree to subordination and standstill protection benefiting the mortgagee.

In addition, borrowers under most of the mortgage loans are generally permitted to incur trade payables and equipment financing, which may not be limited or may be significant, in order to operate the related mortgaged properties. Also, with respect to certain mortgage loans the related borrower either has incurred or is permitted to incur unsecured debt from an affiliate of either the borrower or the sponsor of the borrower. See “Description of the Mortgage Pool—Additional Indebtedness—Other Unsecured Indebtedness”.

For additional information, see “Description of the Mortgage Pool—Additional Indebtedness” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Additionally, with respect to certain mortgage loans secured by residential cooperative properties, National Cooperative Bank, N.A., an affiliate thereof, or a third-party lender may be the lender, now or in the future, with respect to one or more (1) loans to the related mortgage borrower that are secured, on a subordinated basis, by a mortgage lien upon a mortgaged property that also secures a mortgage loan included in the trust, (2) unsecured loans to the related mortgage borrower and/or (3) cooperative unit loans that are secured by direct equity interests in the related mortgage borrower. See “Description of the Mortgage Pool—Additional Indebtedness—Other Secured Indebtedness—Additional Debt Financing for Mortgage Loans Secured by Residential Cooperatives”, “Certain Affiliations, Relationships And Related Transactions Involving Transaction Parties” and “Certain Legal Aspects of Mortgage Loans—Foreclosure—Cooperative Shares”. In addition to being the lender under certain such arrangements, subject to the servicing standard and to the

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criteria described in “Pooling and Servicing Agreement—Modifications, Waivers and Amendments”, National Cooperative Bank, N.A. is also permitted to approve, without the consent of the directing certificateholder or any party to the pooling and servicing agreement, the incurrence such additional secured and/or other indebtedness by the borrowers under mortgage loans secured by residential cooperative properties expected to be sold to the depositor by National Cooperative Bank, N.A. See “Risk Factors—Risks Related to Conflicts of Interest—Interests and Incentives of the Originators, the Sponsors and Their Affiliates May Not Be Aligned With Your Interests” and “—Potential Conflicts of Interest of the Master Servicers and the Special Servicers”.

In addition, with respect to certain additional secured indebtedness related to mortgage loans secured by residential cooperative properties to be sold to the depositor by National Cooperative Bank, N.A. described above, such additional secured indebtedness bears interest at a floating rate based on the Prime Rate. Similarly, future additional secured indebtedness related to mortgage loans secured by residential cooperative properties to be sold to the depositor by National Cooperative Bank, N.A. described above may also bear interest at a floating rate based on the Prime Rate. Accordingly, debt service for such additional secured indebtedness will generally increase as the Prime Rate rises and the debt service coverage ratio of such additional secured indebtedness may be adversely affected by rising interest rates, and the related borrower’s ability to make all payments due on their respective obligations, including those related to the mortgage loans included in the trust, may be adversely affected.

Tenancies-in-Common May Hinder Recovery

Certain of the mortgage loans included in the issuing entity have borrowers that own the related mortgaged properties as tenants-in-common. In general, with respect to a tenant-in-common ownership structure, each tenant-in-common owns an undivided share in the property and if such tenant-in-common desires to sell its interest in the property (and is unable to find a buyer or otherwise needs to force a partition) the tenant-in-common has the ability to request that a court order a sale of the property and distribute the proceeds to each tenant in common proportionally. As a result, if a tenant-in-common that has not waived its right of partition or similar right exercises a right of partition, the related mortgage loan may be subject to prepayment. The bankruptcy, dissolution or action for partition by one or more of the tenants-in-common could result in an early repayment of the related mortgage loan, significant delay in recovery against the tenant-in-common borrowers, particularly if the tenant-in-common borrowers file for bankruptcy separately or in series (because each time a tenant-in-common borrower files for bankruptcy, the bankruptcy court stay will be reinstated), a material impairment in property management and a substantial decrease in the amount recoverable upon the related mortgage loan. Not all tenants-in-common under the mortgage loans will be single-purpose entities. Each tenant-in-common borrower has waived its right to partition, reducing the risk of partition. However, we cannot assure you that, if challenged, this waiver would be enforceable. In addition, in some cases, the related mortgage loan documents may provide for full recourse (or in an amount equal to itspro rata share of the debt) to the related tenant-in-common borrower or the guarantor if a tenant-in-common files for partition.See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Tenancies in Common”.

Risks Relating to Enforceability of Cross-Collateralization

Cross-collateralization arrangements may be terminated in certain circumstances under the terms of the related mortgage loan documents. Cross-collateralization arrangements whereby multiple borrowers grant their respective mortgaged properties as security for one

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or more mortgage loans could be challenged as fraudulent conveyances by the creditors or the bankruptcy estate of any of the related borrowers.

Among other things, a legal challenge to the granting of the liens may focus on the benefits realized by that borrower from the respective mortgage loan proceeds, as well as the overall cross-collateralization. If a court were to conclude that the granting of the liens was an avoidable fraudulent conveyance, that court could subordinate all or part of the mortgage loan to other debt of that borrower, recover prior payments made on that mortgage loan, or take other actions such as invalidating the mortgage loan or the mortgages securing the cross-collateralization. See “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws”.

In addition, when multiple real properties secure a mortgage loan, the amount of the mortgage encumbering any particular one of those properties may be less than the full amount of the related aggregate mortgage loan indebtedness, to minimize recording tax. This mortgage amount is generally established at 100% to 150% of the appraised value or allocated loan amount for the mortgaged property and will limit the extent to which proceeds from the property will be available to offset declines in value of the other properties securing the same mortgage loan.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics” for a description of any mortgage loans that are cross-collateralized and cross-defaulted with each other or that are secured by multiple properties owned by multiple borrowers.

Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions

Provisions requiring yield maintenance charges, prepayment premiums or lockout periods may not be enforceable in some states and under federal bankruptcy law. Provisions requiring prepayment premiums or yield maintenance charges also may be interpreted as constituting the collection of interest for usury purposes. Accordingly, we cannot assure you that the obligation to pay a yield maintenance charge or prepayment premium will be enforceable. Also, we cannot assure you that foreclosure proceeds will be sufficient to pay an enforceable yield maintenance charge or prepayment premium.

Additionally, although the collateral substitution provisions related to defeasance do not have the same effect on the certificateholders as prepayment, we cannot assure you that a court would not interpret those provisions as the equivalent of a yield maintenance charge or prepayment premium. In certain jurisdictions those collateral substitution provisions might therefore be deemed unenforceable or usurious under applicable law or public policy.

Risks Associated with One Action Rules

Several states (such as California) have laws that prohibit more than one “judicial action” to enforce a mortgage obligation, and some courts have construed the term “judicial action” broadly. Accordingly, the applicable special servicer will be required to obtain advice of counsel prior to enforcing any of the issuing entity’s rights under any of the mortgage loans that include mortgaged properties where a “one action” rule could be applicable. In the case of a multi-property mortgage loan which is secured by mortgaged properties located in multiple states, the applicable special servicer may be required to foreclose first on properties located in states where “one action” rules apply (and where non-judicial foreclosure is permitted) before foreclosing on properties located in states where judicial foreclosure is the only permitted method of foreclosure. See “Certain Legal Aspects of Mortgage Loans—Foreclosure”.

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State Law Limitations on Assignments of Leases and Rents May Entail Risks

Generally mortgage loans included in an issuing entity secured by mortgaged properties that are subject to leases typically will be secured by an assignment of leases and rents pursuant to which the related borrower (or with respect to any indemnity deed of trust structure, the related property owner) assigns to the lender its right, title and interest as landlord under the leases of the related mortgaged properties, and the income derived from those leases, as further security for the related mortgage loan, while retaining a license to collect rents for so long as there is no default. If the borrower defaults, the license terminates and the lender is entitled to collect rents. Some state laws may require that the lender take possession of the related property and obtain a judicial appointment of a receiver before becoming entitled to collect the rents. In addition, if bankruptcy or similar proceedings are commenced by or in respect of the borrower, the lender’s ability to collect the rents may be adversely affected. See “Certain Legal Aspects of Mortgage Loans—Leases and Rents” and “—Bankruptcy Laws”.

Various Other Laws Could Affect the Exercise of Lender’s Rights

The laws of the jurisdictions in which the mortgaged properties are located (which laws may vary substantially) govern many of the legal aspects of the mortgage loans. These laws may affect the ability to foreclose on, and, in turn the ability to realize value from, the mortgaged properties securing the mortgage loans. For example, state law determines:

● what proceedings are required for foreclosure;

● whether the borrower and any foreclosed junior lienors may redeem the property and the conditions under which these rights of redemption may be exercised;

● whether and to what extent recourse to the borrower is permitted; and

● what rights junior mortgagees have and whether the amount of fees and interest that lenders may charge is limited.

In addition, the laws of some jurisdictions may render certain provisions of the mortgage loans unenforceable or subject to limitations which may affect lender’s rights under the mortgage loans. Delays in liquidations of defaulted mortgage loans and shortfalls in amounts realized upon liquidation as a result of the application of these laws may create delays and shortfalls in payments to certificateholders. See “Certain Legal Aspects of Mortgage Loans”.

Risks of Anticipated Repayment Date Loans

Certain of the mortgage loans provide that, if after a certain date (referred to as the anticipated repayment date) the related borrower has not prepaid the mortgage loan in full, any principal outstanding after that anticipated repayment date will accrue interest at an increased interest rate rather than the stated mortgage loan rate. Generally, from and after the anticipated repayment date, cash flow in excess of that required for debt service (and in some cases, mezzanine debt service), the funding of reserves and certain approved operating expenses with respect to the related mortgaged property will be applied toward the payment of principal (without payment of a yield maintenance charge) of the related mortgage loan (or in some cases,providedno event of default under the related mortgage loan is continuing, may be appliedpro ratato payment of principal of the related mortgage loan and a related mezzanine loan) until its principal balance has been reduced to zero. Although these provisions may create an incentive for the borrower to repay the mortgage

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loan in full on its anticipated repayment date, a substantial payment would be required and the borrower has no obligation to do so. With respect to any anticipated repayment date mortgage loan which has a related mezzanine loan, the payment of debt service on the related mezzanine loan will reduce the amount of excess cash flow available to pay down the principal. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—ARD Loans”.

The Absence of Lockboxes Entails Risks That Could Adversely Affect Distributions on Your Certificates

Certain of the mortgage loans may not require the related borrower to cause rent and other payments to be made into a lockbox account maintained on behalf of the mortgagee, although some of those mortgage loans do provide for a springing lockbox. If rental payments are not required to be made directly into a lockbox account, there is a risk that the borrower will divert such funds for other purposes.

Borrower May Be Unable To Repay Remaining Principal Balance on Maturity Date or Anticipated Repayment Date; Longer Amortization Schedules and Interest-Only Provisions Increase Risk

Mortgage loans with substantial remaining principal balances at their stated maturity date or anticipated repayment date, as applicable, involve greater risk than fully-amortizing mortgage loans because the borrower may be unable to repay the mortgage loan at that time. In addition, fully amortizing mortgage loans which may pay interest on an “actual/360” basis but have fixed monthly payments may, in effect, have a small balloon payment due at maturity or anticipated repayment date.

Most of the mortgage loans have amortization schedules that are significantly longer than their respective terms to maturity or anticipated repayment date, as applicable, and many of the mortgage loans require only payments of interest for part or all of their respective terms. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Due Dates; Mortgage Rates; Calculations of Interest”. A longer amortization schedule or an interest-only provision in a mortgage loan will result in a higher amount of principal outstanding under the mortgage loan at any particular time, including at the maturity date or anticipated repayment date of the mortgage loan, than would have otherwise been the case had a shorter amortization schedule been used or had the mortgage loan had a shorter interest-only period or not included an interest-only provision at all. That higher principal amount outstanding could both (i) make it more difficult for the related borrower to make the required balloon payment at maturity or to repay the outstanding principal amount at the anticipated repayment date and (ii) lead to increased losses for the issuing entity either during the loan term or at maturity or anticipated repayment date if the mortgage loan becomes a defaulted mortgage loan.

A borrower’s ability to repay a mortgage loan on its stated maturity date or anticipated repayment date, as applicable, typically will depend upon its ability either to refinance the mortgage loan or to sell the mortgaged property at a price sufficient to permit repayment. A borrower’s ability to achieve either of these goals will be affected by a number of factors, including:

● the availability of, and competition for, credit for commercial, multifamily or manufactured housing community real estate projects, which fluctuate over time;

● the prevailing interest rates;

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● the net operating income generated by the mortgaged property;

● the fair market value of the related mortgaged property;

● the borrower’s equity in the related mortgaged property;

● significant tenant rollover at the related mortgaged properties (see “—Office Properties Have Special Risks” and “—Retail Properties Have Special Risks” above);

● the borrower’s financial condition;

● the operating history and occupancy level of the mortgaged property;

● reductions in applicable government assistance/rent subsidy programs;

● the tax laws; and

● prevailing general and regional economic conditions.

With respect to any mortgage loan that is part of a whole loan, the risks relating to balloon payment obligations are enhanced by the existence and amount of any related companion loan.

None of the sponsors, any party to the pooling and servicing agreement or any other person will be under any obligation to refinance any mortgage loan. However, in order to maximize recoveries on defaulted mortgage loans, the pooling and servicing agreement permits the special servicers (and the pooling and servicing agreement governing the servicing of a non-serviced whole loan may permit the related special servicer) to extend and modify mortgage loans in a manner consistent with the servicing standard, subject to the limitations described under “Pooling and Servicing Agreement—Realization Upon Mortgage Loans” and“—Modifications, Waivers and Amendments”.

None of the master servicers or the special servicers will have the ability to extend or modify a non-serviced mortgage loan because such mortgage loan is being serviced by a master servicer or special servicer pursuant to the pooling and servicing agreement governing the servicing of the applicable non-serviced whole loan. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

We cannot assure you that any extension or modification will increase the present value of recoveries in a given case. Whether or not losses are ultimately sustained, any delay in collection of a balloon payment that would otherwise be distributable on your certificates, whether such delay is due to borrower default or to modification of the related mortgage loan, will likely extend the weighted average life of your certificates.

In any event, we cannot assure you that each borrower under a balloon loan will have the ability to repay the principal balance of such mortgage loan on the related maturity date or anticipated repayment date, as applicable.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics”.

Risks Related to Ground Leases and Other Leasehold Interests

With respect to certain mortgaged properties, the encumbered interest will be characterized as a “fee interest” if (i) the borrower has a fee interest in all or substantially all of the mortgaged property (provided that if the borrower has a leasehold interest in any

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portion of the mortgaged property, such portion is not material to the use or operation of the mortgaged property), or (ii) the mortgage loan is secured by the borrower’s leasehold interest in the mortgaged property as well as the borrower’s (or other fee owner’s) overlapping fee interest in the related mortgaged property.

Leasehold mortgage loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of the borrower. The most significant of these risks is that if the related borrower’s leasehold were to be terminated upon a lease default, the lender would lose its security in the leasehold interest. Generally, each related ground lease or a lessor estoppel requires the lessor to give the lender notice of the borrower’s defaults under the ground lease and an opportunity to cure them, permits the leasehold interest to be assigned to the lender or the purchaser at a foreclosure sale, in some cases only upon the consent of the lessor, and contains certain other protective provisions typically included in a “mortgageable” ground lease, although not all these protective provisions are included in each case.

Upon the bankruptcy of a lessor or a lessee under a ground lease, the debtor has the right to assume or reject the lease. If a debtor lessor rejects the lease, the lessee has the right pursuant to the federal bankruptcy code to treat such lease as terminated by rejection or remain in possession of its leased premises for the rent otherwise payable under the lease for the remaining term of the ground lease (including renewals) and to offset against such rent any damages incurred due to the landlord’s failure to perform its obligations under the lease. If a debtor lessee/borrower rejects any or all of the lease, the leasehold lender could succeed to the lessee/borrower’s position under the lease only if the lease specifically grants the lender such right. If both the lessor and the lessee/borrower are involved in bankruptcy proceedings, the issuing entity may be unable to enforce the bankrupt lessee/borrower’s pre-petition agreement to refuse to treat a ground lease rejected by a bankrupt lessor as terminated. In such circumstances, a ground lease could be terminated notwithstanding lender protection provisions contained in the ground lease or in the mortgage.

Some of the ground leases securing the mortgage loans may provide that the ground rent payable under the related ground lease increases during the term of the mortgage loan. These increases may adversely affect the cash flow and net income of the related borrower.

A leasehold lender could lose its security unless (i) the leasehold lender holds a fee mortgage, (ii) the ground lease requires the lessor to enter into a new lease with the leasehold lender upon termination or rejection of the ground lease, or (iii) the bankruptcy court, as a court of equity, allows the leasehold lender to assume the ground lessee’s obligations under the ground lease and succeed to the ground lessee’s position. Although not directly covered by the 1994 amendments to the federal bankruptcy code, such a result would be consistent with the purpose of the 1994 amendments to the federal bankruptcy code granting the holders of leasehold mortgages permitted under the terms of the lease the right to succeed to the position of a leasehold mortgagor. Although consistent with the federal bankruptcy code, such position may not be adopted by the applicable bankruptcy court.

Further, in a decision by the United States Court of Appeals for the Seventh Circuit (Precision Indus. v. Qualitech Steel SBQ,LLC, 327 F.3d 537 (7th Cir. 2003)) the court ruled with respect to an unrecorded lease of real property that where a statutory sale of the fee interest in leased property occurs under the federal bankruptcy code upon the bankruptcy of a landlord, such sale terminates a lessee’s possessory interest in the property, and the purchaser assumes title free and clear of any interest, including any leasehold estates.

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Pursuant to the federal bankruptcy code, a lessee may request the bankruptcy court to prohibit or condition the statutory sale of the property so as to provide adequate protection of the leasehold interest; however, the court ruled that this provision does not ensure continued possession of the property, but rather entitles the lessee to compensation for the value of its leasehold interest, typically from the sale proceeds. While there are certain circumstances under which a “free and clear” sale under the federal bankruptcy code would not be authorized (including that the lessee could not be compelled in a legal or equitable proceeding to accept a monetary satisfaction of his possessory interest, and that none of the other conditions of the federal bankruptcy code otherwise permits the sale), we cannot assure you that those circumstances would be present in any proposed sale of a leased premises. As a result, we cannot assure you that, in the event of a statutory sale of leased property pursuant to the federal bankruptcy code, the lessee will be able to maintain possession of the property under the ground lease. In addition, we cannot assure you that the lessee and/or the lender will be able to recoup the full value of the leasehold interest in bankruptcy court. Most of the ground leases contain standard protections typically obtained by securitization lenders. Certain of the ground leases with respect to a mortgage loan included in the issuing entity may not. See also representation and warranty no. 36 on Annex D-1 and the exceptions thereto on Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D-1).

Except as noted in“Descriptions of the Mortgage Pool—Mortgage Pool Characteristics—Fee & Leasehold Estates; Ground Leases” in this prospectus, each of the ground leases has a term that extends at least 20 years beyond the maturity date of the mortgage loan (taking into account all freely exercisable extension options) and contains customary mortgagee protection provisions, including notice and cure rights and the right to enter into a new lease with the applicable ground lessor in the event a ground lease is rejected or terminated.

With respect to certain of the mortgage loans, the related borrower may have given to certain lessors under the related ground lease a right of first refusal in the event a sale is contemplated or an option to purchase all or a portion of the mortgaged property and these provisions, if not waived, may impede the mortgagee’s ability to sell the related mortgaged property at foreclosure or adversely affect the foreclosure process. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Fee & Leasehold Estates; Ground Leases”.

See “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws”.

Increases in Real Estate Taxes May Reduce Available Funds

Certain of the mortgaged properties securing the mortgage loans have or may in the future have the benefit of reduced real estate taxes in connection with a local government “payment in lieu of taxes” program or other tax abatement arrangements. Upon expiration of such program or if such programs were otherwise terminated, the related borrower would be required to pay higher, and in some cases substantially higher, real estate taxes. Prior to expiration of such program, the tax benefit to the mortgaged property may decrease throughout the term of the expiration date until the expiration of such program. An increase in real estate taxes may impact the ability of the borrower to pay debt service on the mortgage loan.

State and Local Mortgage Recording Taxes May Apply Upon a Foreclosure or Deed-in-Lieu of Foreclosure and Reduce Net Proceeds

Many jurisdictions impose recording taxes on mortgages which, if not paid at the time of the recording of the mortgage, may impair the ability of the lender to foreclose the

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mortgage. Such taxes, interest, and penalties could be significant in amount and would, if imposed, reduce the net proceeds realized by the issuing entity in liquidating the real property securing the related mortgage loan.

Risks Related to Conflicts of Interest

Interests and Incentives of the Originators, the Sponsors and Their Affiliates May Not Be Aligned With Your Interests

The originators, the sponsors and their affiliates (including certain of the underwriters) expect to derive ancillary benefits from this offering and their respective incentives may not be aligned with those of purchasers of the offered certificates. The sponsors originated or purchased the mortgage loans in order to securitize the mortgage loans by means of a transaction such as the offering of the offered certificates. The sponsors will sell the mortgage loans to the depositor (an affiliate of Morgan Stanley Mortgage Capital Holdings LLC, one of the sponsors and the anticipated initial risk retention consultation party, of Morgan Stanley Bank, N.A., one of the originators, and of Morgan Stanley & Co. LLC, one of the underwriters) on the closing date in exchange for cash, derived from the sale of the offered certificates to investors and/or in exchange for offered certificates. A completed offering would reduce the originators’ exposure to the mortgage loans. The originators made the mortgage loans with a view toward securitizing them and distributing the exposure by means of a transaction such as this offering of offered certificates. In addition, certain mortgaged properties may have tenants that are affiliated with the related originator. This offering of offered certificates will effectively transfer the originators’ exposure to the mortgage loans to purchasers of the offered certificates.

The originators, the sponsors and their affiliates expect to receive various benefits, including compensation, commissions, payments, rebates, remuneration and business opportunities, in connection with or as a result of this offering of offered certificates and their interests in the mortgage loans. The sponsors and their affiliates will effectively receive compensation, and may record a profit, in an amount based on, among other things, the amount of proceeds (net of transaction expenses) received from the sale of the offered certificates to investors relative to their investment in the mortgage loans. The benefits to the originators, the sponsors and their affiliates arising from the decision to securitize the mortgage loans may be greater than they would have been had other assets been selected.

Furthermore, the sponsors and/or their affiliates may benefit from a completed offering of the offered certificates because the offering would establish a market precedent and a valuation data point for securities similar to the offered certificates, thus enhancing the ability of the sponsors and their affiliates to conduct similar offerings in the future and permitting them to adjust the fair value of the mortgage loans or other similar assets or securities held on their balance sheet, including increasing the carrying value or avoiding decreasing the carrying value of some or all of such similar positions.

In some cases, the originators, the sponsors or their affiliates are the holders of the mezzanine loans, subordinate loans, unsecured loans and/or companion loans related to their mortgage loans. The originators, the sponsors and/or their respective affiliates may retain existing mezzanine loans, subordinate loans, unsecured loans and/or companion loans or originate future permitted mezzanine indebtedness, subordinate indebtedness or unsecured indebtedness with respect to the mortgage loans. These transactions may cause the originators, the sponsors and their affiliates or their clients or counterparties who purchase the mezzanine loans, subordinate loans, unsecured loans and/or companion loans, as applicable, to have economic interests and incentives that do not align with, and that

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may be directly contrary to, those of an investor in the offered certificates. In addition, these transactions or actions taken to maintain, adjust or unwind any positions in the future, may, individually or in the aggregate, have a material effect on the market for the offered certificates (if any), including adversely affecting the value of the offered certificates, particularly in illiquid markets. The originators, the sponsors and their affiliates will have no obligation to take, refrain from taking or cease taking any action with respect to such companion loans or any existing or future mezzanine loans, subordinate loans and/or unsecured loans, based on the potential effect on an investor in the offered certificates, and may receive substantial returns from these transactions. In addition, the originators, the sponsors or any of their respective affiliates may benefit from certain relationships, including financial dealings, with any borrower, any non-recourse carveout guarantor or any of their respective affiliates, aside from the origination of mortgage loans or contribution of mortgage loans into this securitization. Conflicts may also arise because the sponsors and their respective affiliates intend to continue to actively acquire, develop, operate, finance and dispose of real estate-related assets in the ordinary course of their businesses. During the course of their business activities, the sponsors and their respective affiliates may acquire, sell or lease properties, or finance loans secured by properties, which may include the properties securing the mortgage loans or properties that are in the same markets as the mortgaged properties. Such other properties, similar to other third-party owned real estate, may compete with the mortgaged properties for existing and potential tenants. The sponsors may also, from time to time, be among the tenants at the mortgaged properties, and they should be expected to make occupancy-related decisions based on their self-interest and not that of the issuing entity. We cannot assure you that the activities of these parties with respect to such other properties will not adversely impact the performance of the mortgaged properties.

In addition, certain of the mortgage loans included in the issuing entity may have been refinancings of debt previously held by a sponsor, an originator or one of their respective key employees or affiliates, or a sponsor, an originator or one of their respective key employees or affiliates may have or have had equity investments in the borrowers or mortgaged properties under certain of the mortgage loans included in the issuing entity. Each of the sponsors, the originators and their respective key employees and affiliates have made and/or may make loans to, or equity investments in, affiliates of the borrowers under the related mortgage loans. In the circumstances described above, the interests of the sponsors, the originators and their respective key employees and affiliates may differ from, and compete with, the interests of the issuing entity.

In addition, Wells Fargo Bank, National Association, Bank of America, National Association and Morgan Stanley Bank, N.A., each an originator, are each expected to hold a portion of the RR Interest as described in “Credit Risk Retention”, and Morgan Stanley Mortgage Capital Holdings LLC is expected to be appointed as the initial risk retention consultation party by the holder of the majority of the RR Interest. The risk retention consultation party may, on a strictly non-binding basis, consult with the special servicer and recommend that the special servicer take actions that conflict with the interests of holders of certain classes of the certificates. However, the special servicer is not required to follow any such recommendations or take directions from the risk retention consultation party and is not permitted to take actions that are prohibited by law or that violate the servicing standard or the terms of the mortgage loan documents. The risk retention consultation party and the holder of the majority of the RR Interest by whom it is appointed may have interests that are in conflict with those of certain other certificateholders, in particular if the risk retention consultation party or such certificateholder holds companion loan securities, or has financial interests in or other financial dealings (as a lender or otherwise) with a borrower or an affiliate of a borrower under any of the mortgage loans. In order to

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minimize the effect of certain of these conflicts of interest, for so long as any borrower party is the risk retention consultation party or the holder of the majority of the RR Interest by whom the risk retention consultation party was appointed (any such loan referred to in this context as an “excluded loan” as to such party), then the risk retention consultation party will not have consultation rights solely with respect to any such excluded loan. See “Credit Risk Retention”.

In addition, for so long as any of Wells Fargo Bank, National Association, Bank of America, National Association or Morgan Stanley Bank, N.A. (in each case as holders of the RR Interest) is a borrower party with respect to any mortgage loan or whole loan, such party will be required to certify that it will not directly or indirectly provide any information related to any such mortgage loan or whole loan to the related borrower party, any of its employees, personnel or affiliates, in each case, involved in the management of any investment in the related borrower party or the related mortgaged property or, to its actual knowledge, any non-affiliate that holds a direct or indirect ownership interest in the related borrower party, and will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with those obligations. For the avoidance of doubt, the above covenants and restrictions will not apply to Wells Fargo Bank, National Association, in its capacity as master servicer or certificate administrator. Notwithstanding those restrictions, there can be no assurance that the related borrower party will not obtain sensitive information related to the strategy of any contemplated workout or liquidation related to any such mortgage loan or whole loan. Nor can there be any assurance that any of Wells Fargo Bank, National Association, Bank of America, National Association or Morgan Stanley Bank, N.A. (in each case as holders of the RR Interest) or the risk retention consultation party will not seek to exert its influence over the special servicer in the event such mortgage loan or whole loan becomes subject to a workout or liquidation. See “Description of the Certificates—Reports to Certificateholders; Certain Available Information” in this prospectus.

Further, various originators, sponsors and their respective affiliates are acting in multiple capacities in or with respect to this transaction, which may include, without limitation, acting as one or more transaction parties or a subcontractor or vendor of such party, participating in or contracting for interim servicing and/or custodial services with certain transaction parties, providing warehouse financing to, or receiving warehouse financing from, certain other originators or sponsors prior to transfer of the related mortgage loans to the issuing entity, and/or conducting due diligence on behalf of an investor with respect to the mortgage loans prior to their transfer to the issuing entity.

Each of these relationships may create a conflict of interest.

For a description of certain of the foregoing relationships and arrangements that exist among the parties to this securitization, see “Certain Affiliations, Relationships And Related Transactions Involving Transaction Parties” and “Transaction Parties”.

These roles and other potential relationships may give rise to conflicts of interest as described in “—Interests and Incentives of the Underwriter Entities May Not Be Aligned With Your Interests”, ”—Potential Conflicts of Interest in the Selection of the Underlying Mortgage Loans” and “—Other Potential Conflicts of Interest May Affect Your Investment” below. Each of the foregoing relationships and related interests should be considered carefully by you before you invest in any offered certificates.

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The Servicing of Servicing Shift Whole Loans Will Shift to Other Servicers

The servicing of any servicing shift whole loans will be governed by the pooling and servicing agreement for this securitization only temporarily, in each case until the related servicing shift securitization date. At that time, the servicing and administration of the related servicing shift whole loan will shift to the master servicer and the special servicer under the related servicing shift pooling and servicing agreement and will be governed exclusively by such servicing shift pooling and servicing agreement and the related intercreditor agreement. Neither the closing date of any such securitization nor the identity of any such servicing shift master servicer or servicing shift special servicer has been determined. In addition, the provisions of the servicing shift pooling and servicing agreements have not yet been determined. Prospective investors should be aware that they will not have any control over the identity of the servicing shift master servicers or servicing shift special servicers, nor will they have any assurance as to the particular terms of the servicing shift pooling and servicing agreements except to the extent of compliance with any requirements set forth in the related intercreditor agreement. Moreover, the directing certificateholder for this securitization will not have any consent or consultation rights with respect to the servicing of the servicing shift whole loans other than those limited consent and consultation rights as are provided in the related intercreditor agreement, and the holder of the related controlling companion loan or the controlling party in the related securitization of such controlling companion loan or such other party specified in the related intercreditor agreement is expected to have rights substantially similar to, but not necessarily identical to, those granted to the directing certificateholder in this transaction. See “Description of the Mortgage Pool—The Whole Loans”.

Interests and Incentives of the Underwriter Entities May Not Be Aligned With Your Interests

The activities and interests of the underwriters and their respective affiliates (collectively, the “Underwriter Entities”) will not align with, and may in fact be directly contrary to, those of the certificateholders. The Underwriter Entities are each part of separate global investment banking, securities and investment management firms that provide a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and high-net-worth individuals. As such, they actively make markets in and trade financial instruments for their own account and for the accounts of customers. These financial instruments include debt and equity securities, currencies, commodities, bank loans, indices, baskets and other products. The Underwriter Entities’ activities include, among other things, executing large block trades and taking long and short positions directly and indirectly, through derivative instruments or otherwise. The securities and instruments in which the Underwriter Entities take positions, or expect to take positions, include loans similar to the mortgage loans, securities and instruments similar to the offered certificates and other securities and instruments. Market making is an activity where the Underwriter Entities buy and sell on behalf of customers, or for their own account, to satisfy the expected demand of customers. By its nature, market making involves facilitating transactions among market participants that have differing views of securities and instruments. Any short positions taken by the Underwriter Entities and/or their clients through marketing or otherwise will increase in value if the related securities or other instruments decrease in value, while positions taken by the Underwriter Entities and/or their clients in credit derivative or other derivative transactions with other parties, pursuant to which the Underwriter Entities and/or their clients sell or buy credit protection with respect to one or more classes of the offered certificates, may increase in value if the offered certificates default, are expected to default, or decrease in value.

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The Underwriter Entities and their clients acting through them may execute such transactions, modify or terminate such derivative positions and otherwise act with respect to such transactions, and may exercise or enforce, or refrain from exercising or enforcing, any or all of their rights and powers in connection therewith, without regard to whether any such action might have an adverse effect on the offered certificates or the certificateholders. Additionally, none of the Underwriter Entities will have any obligation to disclose any of these securities or derivatives transactions to you in your capacity as a certificateholder. As a result, you should expect that the Underwriter Entities will take positions that are inconsistent with, or adverse to, the investment objectives of investors in the offered certificates.

As a result of the Underwriter Entities’ various financial market activities, including acting as a research provider, investment advisor, market maker or principal investor, you should expect that personnel in various businesses throughout the Underwriter Entities will have and express research or investment views and make recommendations that are inconsistent with, or adverse to, the objectives of investors in the offered certificates.

If an Underwriter Entity becomes a holder of any of the certificates, through market-making activity or otherwise, any actions that it takes in its capacity as a certificateholder, including voting, providing consents or otherwise will not necessarily be aligned with the interests of other holders of the same class or other classes of the certificates. Similarly, each expected holder of the RR Interest and the party expected to be designated to consult with the special servicers on their behalf as the risk retention consultation party is affiliated with an Underwriter Entity. There can be no assurance that any actions that such party takes in either such capacity will necessarily be aligned with the interests of the holders of other classes of certificates. To the extent an Underwriter Entity makes a market in the certificates (which it is under no obligation to do), it would expect to receive income from the spreads between its bid and offer prices for the certificates. The price at which an Underwriter Entity may be willing to purchase certificates, if it makes a market, will depend on market conditions and other relevant factors and may be significantly lower than the issue price for the certificates and significantly lower than the price at which it may be willing to sell certificates.

Similarly, there can be no assurance that any actions Wells Fargo Bank, National Association, Bank of America, National Association or Morgan Stanley Bank, N.A., each an affiliate of an Underwriting Entity, takes in its capacity as the holder of the RR Interest or as the risk retention consultation party will necessarily be aligned with the interests of the holders of other classes of certificates.

In addition, none of the Underwriter Entities will have any obligation to monitor the performance of the certificates or the actions of the parties to the pooling and servicing agreement and will have no authority to advise any party to the pooling and servicing agreement or to direct their actions.

Furthermore, each Underwriter Entity expects that a completed offering will enhance its ability to assist clients and counterparties in the transaction or in related transactions (including assisting clients in additional purchases and sales of the certificates and hedging transactions). The Underwriter Entities expect to derive fees and other revenues from these transactions. In addition, participating in a successful offering and providing related services to clients may enhance the Underwriter Entities’ relationships with various parties, facilitate additional business development, and enable them to obtain additional business and generate additional revenue.

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Each of the Underwriter Entities is an affiliate of one or more other parties involved in this transaction, as described under “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties”.

See “Transaction Parties—The Sponsors and Mortgage Loan Sellers”. Each of the foregoing relationships should be considered carefully by you before you invest in any certificates.

Potential Conflicts of Interest of the Master Servicers and the Special Servicers

The pooling and servicing agreement provides that the mortgage loans serviced thereunder are required to be administered in accordance with the servicing standard without regard to ownership of any certificate by the applicable master servicer, the applicable special servicer or any of their respective affiliates. See “Pooling and Servicing Agreement—Servicing Standard”. The pooling and servicing agreement governing the servicing of a non-serviced whole loan provides that such non-serviced whole loan is required to be administered in accordance with a servicing standard that is substantially similar in all material respect but not necessary identical to the servicing standard set forth in the pooling and servicing agreement. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Notwithstanding the foregoing, each master servicer, each sub-servicer and each special servicer or any of their respective affiliates and, as it relates to servicing and administration of a non-serviced mortgage loan, each applicable master servicer, sub-servicer, special servicer or any of their respective affiliates under the pooling and servicing agreement governing the servicing of a non-serviced whole loan, may have interests when dealing with the mortgage loans that are in conflict with those of holders of the certificates, especially if such master servicer, sub-servicer, special servicer or any of their respective affiliates holds certificates or securities relating to any applicable companion loan, or has financial interests in or financial dealings with a borrower or a borrower sponsor.

National Cooperative Bank, N.A. is a mortgage loan seller and also will act as the master servicer with respect to the mortgage loans sold to the trust by National Cooperative Bank, N.A. and as the special servicer responsible for servicing the mortgage loans secured by residential cooperative properties sold to the trust by National Cooperative Bank, N.A. Under these circumstances, because it is both a master servicer and special servicer and also a mortgage loan seller, National Cooperative Bank, N.A. may have interests that conflict with the interests of the holders of the certificates. However, the pooling and servicing agreement will provide that the mortgage loans are to be serviced in accordance with the servicing standard and without regard to any obligation of any mortgage loan seller to cure a breach of a representation or warranty or repurchase any mortgage loan.

In addition, with respect to certain mortgage loans secured by residential cooperative properties, National Cooperative Bank, N.A. or an affiliate thereof may hold, now or in the future, one or more (a) loans to the related mortgage borrower that are secured, on a subordinated basis, by a mortgage lien upon a mortgaged property that also secures a mortgage loan included in the trust, (b) unsecured loans to the related mortgage borrower and/or (c) cooperative unit loans that are secured by direct equity interests in the related mortgage borrower. See “Description of the Mortgage Pool—Additional Indebtedness—Other Secured Indebtedness—Additional Debt Financing for Mortgage Loans Secured by Residential Cooperatives”, “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties” and “Certain Legal Aspects of Mortgage Loans—Foreclosure—Cooperative Shares”. Additionally, subject to the servicing standard and to the criteria described in “Pooling and Servicing Agreement—Modifications, Waivers and Amendments”,

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National Cooperative Bank, N.A. is also permitted to approve, without the consent of the directing certificateholder or any party to the pooling and servicing agreement, the incurrence of additional and/or other additional secured indebtedness by the borrowers under mortgage loans secured by residential cooperative properties expected to be sold to the depositor by National Cooperative Bank, N.A. only, and if it so elects, to act as lender in such instances.

Furthermore, nothing in the pooling and servicing agreement or otherwise will prohibit a master servicer or special servicer or an affiliate thereof from soliciting the refinancing of any of the mortgage loans for which it is acting as master servicer or special servicer. In the event that a master servicer or special servicer or an affiliate thereof refinances any of the mortgage loans included in the mortgage pool, an earlier than expected payoff of any such mortgage loan could occur, which would result in a prepayment, which such prepayment could have an adverse effect on the yield of the certificates. See “—Other Risks Relating to the Certificates—Your Yield May Be Affected by Defaults, Prepayments and Other Factors” in this prospectus.

In order to minimize the effect of certain of these conflicts of interest as they relate to the special servicers, for so long as any special servicer obtains knowledge that it has become a borrower party with respect to an excluded special servicer loan, such special servicer will be required to resign as special servicer with respect to that mortgage loan and, prior to the occurrence of a control termination event under the pooling and servicing agreement, the directing certificateholder will be required to select a separate special servicer that is not a borrower party (referred to herein as an “excluded special servicer”) with respect to any excluded special servicer loan, unless such excluded special servicer loan is also an excluded loan (as to the directing certificateholder or the holder of the majority of the controlling class). After the occurrence and during the continuance of a control termination event, if at any time the applicable excluded special servicer loan is also an excluded loan (as to the directing certificateholder or the holder of the majority of the controlling class) or if the directing certificateholder is entitled to appoint the excluded special servicer but does not so appoint within 30 days of notice of resignation, the resigning special servicer will be required to use reasonable efforts to select the related excluded special servicer. See“Pooling and Servicing Agreement—Replacement of a Special Servicer Without Cause”. Any excluded special servicer will be required to perform all of the obligations of the applicable special servicer with respect to such excluded special servicer loan and will be entitled to all special servicing compensation with respect to such excluded special servicer loan earned during such time as the related mortgage loan is an excluded special servicer loan. While such special servicer will have the same access to information related to the excluded special servicer loan as it does with respect to the other mortgage loans, such special servicer will covenant in the pooling and servicing agreement that it will not directly or indirectly provide any information related to any excluded special servicer loan to the related borrower party, any of such special servicer’s employees or personnel or any of its affiliates involved in the management of any investment in the related borrower party or the related mortgaged property or, to its actual knowledge, any non-affiliate that holds a direct or indirect ownership interest in the related borrower party, and will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with those obligations. Notwithstanding those restrictions, there can be no assurance that the related borrower party will not obtain sensitive information related to the strategy of any contemplated workout or liquidation related to an excluded special servicer loan.

Each of these relationships may create a conflict of interest. For instance, if any special servicer or its affiliate holds a subordinate class of certificates, such special servicer might

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seek to reduce the potential for losses allocable to those certificates from the mortgage loans by deferring acceleration in hope of maximizing future proceeds. However, that action could result in less proceeds to the issuing entity than would be realized if earlier action had been taken. In addition, no servicer is required to act in a manner more favorable to the offered certificates or any particular class of certificates than to the BANK 2018-BNK11 non-offered certificates, any serviced companion loan holder or the holder of any serviced companion loan securities.

The master servicers and the special servicers service and are expected to continue to service, in the ordinary course of their respective businesses, existing and new mortgage loans for third parties, including portfolios of mortgage loans similar to the mortgage loans. The real properties securing these other mortgage loans may be in the same markets as, and compete with, certain of the mortgaged properties securing the mortgage loans. Consequently, personnel of the master servicers or the special servicers, as applicable, may perform services, on behalf of the issuing entity, with respect to the mortgage loans at the same time as they are performing services, on behalf of other persons, with respect to other mortgage loans secured by properties that compete with the mortgaged properties securing the mortgage loans. In addition, the mortgage loan sellers will determine who will service mortgage loans that the mortgage loan sellers originate in the future, and that determination may be influenced by the mortgage loan seller’s opinion of servicing decisions made by the applicable master servicer or the applicable special servicer under the pooling and servicing agreement including, among other things, the manner in which such master servicer or special servicer enforces breaches of representations and warranties against the related mortgage loan seller. This may pose inherent conflicts for such master servicer or special servicer.

Each special servicer may enter into one or more arrangements with the directing certificateholder, a controlling class certificateholder, a serviced companion loan holder or other certificateholders (or an affiliate or a third party representative of one or more of the preceding parties) to provide for a discount and/or revenue sharing with respect to certain of the special servicer compensation in consideration of, among other things, such special servicer’s appointment (or continuance) as special servicer under the pooling and servicing agreement and/or the related intercreditor agreement and limitations on the right of such person to replace the special servicer. See “—Other Potential Conflicts of Interest May Affect Your Investment” below.

Similarly, it is expected that the master servicers and the special servicers for this transaction also act in one or more other capacities in the securitizations governing the servicing of non-serviced mortgage loans. See “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties”.

Although each master servicer and special servicer will be required to service and administer the mortgage loan pool in accordance with the servicing standard and, accordingly, without regard to their rights to receive compensation under the pooling and servicing agreement and without regard to any potential obligation to repurchase or substitute a mortgage loan if the applicable master servicer or special servicer is a mortgage loan seller, the possibility of receiving additional servicing compensation in the nature of assumption and modification fees, the continuation of receiving fees to service or specially service a mortgage loan, or the desire to avoid a repurchase demand resulting from a breach of a representation and warranty or material document default may under certain circumstances provide the applicable master servicer or the special servicer, as the case may be, with an economic disincentive to comply with this standard.

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Each of the foregoing relationships should be considered carefully by you before you invest in any certificates.

Potential Conflicts of Interest of the Operating Advisor

Park Bridge Lender Services LLC has been appointed as the initial operating advisor with respect to all of the mortgage loans other than any non-serviced mortgage loan or servicing shift mortgage loan. See “Transaction Parties—The Operating Advisor and Asset Representations Reviewer”. In the normal course of conducting its business, the initial operating advisor and its affiliates may have rendered services to, performed surveillance of, and negotiated with, numerous parties engaged in activities related to structured finance and commercial mortgage securitization. These parties may have included institutional investors, the depositor, the sponsors, the mortgage loan sellers, the originators, the certificate administrator, the trustee, the master servicers, the special servicers, the directing certificateholder, the risk retention consultation party, collateral property owners and their vendors or affiliates of any of those parties. Each of these relationships, to the extent they exist, may continue in the future and may involve a conflict of interest with respect to the initial operating advisor’s duties as operating advisor. We cannot assure you that the existence of these relationships and other relationships in the future will not impact the manner in which the initial operating advisor performs its duties under the pooling and servicing agreement.

The operating advisor or its affiliates may acquire or have interests in or duties (including contract underwriting services, advisory services and/or servicing or special servicing obligations) with respect to existing and new mortgage loans for itself, its affiliates or third parties, including portfolios of mortgage loans similar to the mortgage loans included in the issuing entity. These other mortgage loans and the related mortgaged properties may be in the same markets as, or have owners, obligors or property managers in common with, one or more of the mortgage loans in the issuing entity and the related mortgaged properties. As a result of the investments and activities described above, the interests of the operating advisor and its affiliates and their clients may differ from, and conflict with, the interests of the issuing entity. Consequently, personnel of any successor operating advisor may perform services, on behalf of the issuing entity, with respect to the mortgage loans at the same time as they are performing services, on behalf of other persons, with respect to other mortgage loans secured by properties that compete with the mortgaged properties securing the mortgage loans. This may pose inherent conflicts of interest for the initial operating advisor. Although the operating advisor is required to consider the servicing standard in connection with its activities under the pooling and servicing agreement, the operating advisor will not itself be bound by the servicing standard.

In addition, the operating advisor and its affiliates may acquire or have interests that are in conflict with those of certificateholders if the operating advisor or any of its affiliates has financial interests in or financial dealings with a borrower, a parent or a sponsor of a borrower, a servicer or any of their affiliates. Each of these relationships may also create a conflict of interest.

Potential Conflicts of Interest of the Asset Representations Reviewer

Park Bridge Lender Services LLC has been appointed as the initial asset representations reviewer with respect to all of the mortgage loans. See “Transaction Parties—The Operating Advisor and the Asset Representations Reviewer”. In the normal course of conducting its business, the initial asset representations reviewer and its affiliates may have rendered services to, performed surveillance of, and negotiated with, numerous parties engaged in

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activities related to structured finance and commercial mortgage securitization. These parties may have included institutional investors, the depositor, the sponsors, the mortgage loan sellers, the originators, the certificate administrator, the trustee, the master servicers, the special servicers, the directing certificateholder, the risk retention consultation party, collateral property owners and their vendors or affiliates of any of those parties. Each of these relationships, to the extent they exist, may continue in the future and may involve a conflict of interest with respect to the initial asset representations reviewer’s duties as asset representations reviewer. We cannot assure you that the existence of these relationships and other relationships in the future will not impact the manner in which the initial asset representations reviewer performs its duties under the pooling and servicing agreement.

The asset representations reviewer or its affiliates may acquire or have interests in or duties (including contract underwriting services, advisory services and/or servicing or special servicing obligations) with respect to existing and new mortgage loans for itself, its affiliates or third parties, including portfolios of mortgage loans similar to the mortgage loans included in the issuing entity. These other mortgage loans and the related mortgaged properties may be in the same markets as, or have owners, obligors or property managers in common with, one or more of the mortgage loans in the issuing entity and the related mortgaged properties. As a result of the investments and activities described above, the interests of the asset representations reviewer and its affiliates and their clients may differ from, and conflict with, the interests of the issuing entity. Consequently, personnel of any successor asset representations reviewer may perform services, on behalf of the issuing entity, with respect to the mortgage loans at the same time as they are performing services, on behalf of other persons, with respect to other mortgage loans secured by properties that compete with the mortgaged properties securing the mortgage loans. This may pose inherent conflicts of interest for the initial asset representations reviewer.

In addition, the asset representations reviewer and its affiliates may acquire or have interests that are in conflict with those of certificateholders if the asset representations reviewer or any of its affiliates has financial interests in or financial dealings with a borrower, a parent or a sponsor of a borrower, a servicer or any of their affiliates. Each of these relationships may also create a conflict of interest.

Potential Conflicts of Interest of the Directing Certificateholder and the Companion Holders

It is expected that Eightfold Real Estate Capital Fund V, L.P. or its affiliate will be appointed as the initial directing certificateholder. Further, Teachers Insurance and Annuity Association of America is the initial holder of the Twelve Oaks Mall subordinate companion loans and The Gateway most subordinate companion loans and, as such, will be entitled to exercise many of the rights of the directing certificateholder with respect to the Twelve Oaks Mall whole loan and The Gateway whole loan. The special servicers may, at the direction of the directing certificateholder (for so long as a control termination event does not exist and is not continuing and, at all times, other than with respect to certain excluded loans) (or, in the case of the servicing shift mortgage loans, at the direction of the related controlling noteholder, prior to the applicable servicing shift securitization date), take actions with respect to the specially serviced loans for which it acts as special servicer under the pooling and servicing agreement that could adversely affect the holders of some or all of the classes of certificates. The directing certificateholder will be controlled by the controlling class certificateholders.

The controlling class certificateholders and the holder of any companion loan or securities backed by such companion loan may have interests in conflict with those of the other certificateholders. As a result, it is possible that (i) the directing certificateholder on

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behalf of the controlling class certificateholders (for so long as a control termination event does not exist and, at all times, other than with respect to any applicable excluded loans or non-serviced whole loans), (ii) the controlling noteholder of any servicing shift whole loan prior to the applicable servicing shift securitization date or (iii) the directing certificateholder (or equivalent entity) under the pooling and servicing agreement governing the servicing of a non-serviced whole loan, may direct the applicable special servicer or the special servicer under such pooling and servicing agreement relating to the other securitization transaction, as the case may be, to take actions that conflict with the interests of holders of certain classes of the certificates. Set forth in the table entitled “Non-Serviced Whole Loans” under“Summary of Terms—Non-Serviced Whole Loans”is the identity of the initial directing certificateholder (or equivalent entity) for each non-serviced whole loan, the securitization trust or other entity holding the controlling note in such non-serviced whole loan and the pooling and servicing agreement under which it is being serviced.

The controlling noteholder or directing certificateholder indicated in the chart above has certain consent and/or consultation rights with respect to the related non-serviced whole loan under the pooling and servicing agreement governing the servicing of that non-serviced whole loan. Such controlling noteholder or directing certificateholder does not have any duties to the holders of any class of certificates and may have similar conflicts of interest with the holders of other certificates backed by the companion loans. As a result, it is possible that a non-serviced companion loan holder (solely with respect to the related non-serviced whole loan) may advise a non-serviced special servicer to take actions that conflict with the interests of holders of certain classes of the certificates. However, such non-serviced special servicer is not permitted to take actions that are prohibited by law or that violate its servicing standard or the terms of the related mortgage loan documents. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”. In addition, except as limited by certain conditions described under “Description of the Mortgage Pool—The Whole Loans”, a non-serviced special servicer may be replaced by the related directing certificateholder or controlling noteholder for cause at any time and without cause for so long as a control termination event (or its equivalent) does not exist (or, in the case of a servicing shift mortgage loan, prior to the applicable servicing shift securitization date, by the holder of the controlling companion loan at any time, for cause or without cause). See “Pooling and Servicing Agreement —Servicing of the Non-Serviced Mortgage Loans” below and “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans”.

With respect to a servicing shift whole loan, prior to the applicable servicing shift securitization date, the related controlling companion loan holder will have certain consent and/or consultation rights, and the related non-controlling companion loan holders will have non-binding consultation rights, in each case with respect to such servicing shift whole loan under the pooling and servicing agreement. Such companion loan holders do not have any duties to the holders of any class of certificates and may have similar conflicts of interest with the holders of other certificates backed by the companion loans, if any. As a result, it is possible that such controlling companion loan holder (solely with respect to the related servicing shift whole loan and prior to the applicable servicing shift securitization date) may advise the applicable special servicer to take actions that conflict with the interests of holders of certain classes of the certificates. Additionally, it is possible that such non-controlling companion loan holder (solely with respect to the related servicing shift whole loan and prior to the applicable servicing shift securitization date) may, on a strictly non-binding basis, consult with the applicable special servicer and recommend that such special servicer take actions that conflict with the interests of holders of certain classes of the certificates. Accordingly, prior to the applicable servicing shift securitization date, the applicable special servicer may take actions with respect to the related serviced whole loan

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that could adversely affect the holders of some or all of the classes of certificates, to the extent described under “Description of the Mortgage Pool—The Whole Loans”. However, such special servicer is not permitted to take actions that are prohibited by law or that violate its servicing standard or the terms of the related mortgage loan documents. After the related servicing shift securitization date, the related servicing shift whole loan will become a non-serviced whole loan and, thereafter, be subject to the conflicts described herein applicable to non-serviced mortgage loans. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

In addition, except as limited by certain conditions described under “Pooling and Servicing Agreement—Termination of a Master Servicer or Special Servicer for Cause—Servicer Termination Events”, either special servicer may be replaced by the directing certificateholder at any time for cause or without cause (for so long as a control termination event does not exist and other than in respect of any applicable excluded loan). See “Pooling and Servicing Agreement—The Directing Certificateholder” and “—Termination of a Master Servicer or Special Servicer for Cause—Servicer Termination Events”. With respect to the right of the directing certificateholder to replace each special servicer under certain circumstances, investors should consider that National Cooperative Bank, N.A., the initial special servicer with respect to each of the mortgage loans included in the pool that are secured by residential cooperative properties to be sold to the depositor by National Cooperative Bank, N.A., is experienced in acting as a lender and a servicer with respect to mortgage loans secured by residential cooperative properties. Should the directing certificateholder elect to replace such special servicer, we cannot assure you that any successor special servicer selected pursuant to the terms of the pooling and servicing agreement would have the same familiarity or experience with the servicing of mortgage loans secured by residential cooperative properties.

With respect to serviced whole loans other than any servicing shift whole loan, each special servicer, upon strictly non-binding consultation with a serviced companion loan holder or its representative, may take actions with respect to the related serviced whole loan that could adversely affect the holders of some or all of the classes of certificates, to the extent described under “Description of the Mortgage Pool—The Whole Loans”. In connection with the whole loans serviced under the pooling and servicing agreement for this securitization, a serviced companion loan holder does not have any duties to the holders of any class of certificates, and it may have interests in conflict with those of the certificateholders. As a result, it is possible that a serviced companion loan holder with respect to a serviced whole loan other than any servicing shift whole loan (solely with respect to the related serviced whole loan) may, on a strictly non-binding basis, consult with the applicable special servicer and recommend that the special servicer take actions that conflict with the interests of holders of certain classes of the certificates. However, the applicable special servicer is not required to follow such recommendations and is not permitted to take actions that are prohibited by law or that violate the servicing standard or the terms of the mortgage loan documents and is otherwise under no obligation to take direction from a serviced companion loan holder. In addition, except as limited by certain conditions described under“Pooling and Servicing Agreement—Termination of a Master Servicer or Special Servicer for Cause—Rights Upon Servicer Termination Events”, each special servicer may be replaced by the directing certificateholder for cause or without cause (for so long as a control termination event does not exist and other than in respect of any applicable excluded loans). See “Pooling and Servicing Agreement—The Directing Certificateholder” and“—Termination of a Master Servicer or Special Servicer for Cause—Servicer Termination Events”. Notwithstanding the foregoing, with respect to a servicing shift whole loan, prior to the applicable servicing shift securitization date, the applicable

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special servicer may be replaced by the holder of the related controlling companion loan at any time, for cause or without cause.

The directing certificateholder, any controlling noteholder or their respective affiliates (and the directing certificateholder (or equivalent entity) under the pooling and servicing agreement governing the servicing of a non-serviced whole loan and their respective affiliates) may have interests that are in conflict with those of certain certificateholders, especially if the applicable directing certificateholder, controlling noteholder or their respective affiliates holds certificates or companion loan securities, or has financial interests in or other financial dealings (as lender or otherwise) with a borrower or an affiliate of a borrower. In order to minimize the effect of certain of these conflicts of interest, for so long as any borrower party is the directing certificateholder or the holder of the majority of the controlling class (any such loan referred to herein as an “excluded loan” with respect to the directing certificateholder), the directing certificateholder will not have consent or consultation rights solely with respect to such excluded loan (however, the directing certificateholder will be provided certain notices and certain information relating to any such excluded loan as described in the pooling and servicing agreement). In addition, for so long as any borrower party is the directing certificateholder or a controlling class certificateholder, as applicable, the directing certificateholder or such controlling class certificateholder, as applicable, will not be given access to any “excluded information” solely relating to any such mortgage loan and/or the related mortgaged properties pursuant to the terms of the pooling and servicing agreement. Notwithstanding those restrictions, there can be no assurance that the directing certificateholder or any controlling class certificateholder will not obtain sensitive information related to the strategy of any contemplated workout or liquidation related to any such mortgage loan or otherwise seek to exert its influence over the applicable special servicer in the event any such mortgage loan becomes subject to a workout or liquidation. See “Description of the Certificates—Reports to Certificateholders; Certain Available Information” in this prospectus. Each of these relationships may create a conflict of interest.

Potential Conflicts of Interest in the Selection of the Underlying Mortgage Loans

The anticipated initial investor in the Class E, Class F and Class G certificates, which is referred to in this prospectus as the “b-piece buyer” (see “Pooling and Servicing Agreement—The Directing Certificateholder—General”), was given the opportunity by the sponsors to perform due diligence on the mortgage loans originally identified by the sponsors for inclusion in the issuing entity, and to request the removal, re-sizing or change in the expected repayment dates or other features of some or all of the mortgage loans. The mortgage pool as originally proposed by the sponsors was adjusted based on certain of these requests. In addition, the b-piece buyer received or may have received price adjustments or cost mitigation arrangements in connection with accepting certain mortgage loans in the mortgage pool.

We cannot assure you that you or another investor would have made the same requests to modify the original pool as the b-piece buyer or that the final pool as influenced by the b-piece buyer’s feedback will not adversely affect the performance of your certificates and benefit the performance of the b-piece buyer’s certificates. Because of the differing subordination levels, the b-piece buyer has interests that may, in some circumstances, differ from those of purchasers of other classes of certificates, and may desire a portfolio composition that benefits the b-piece buyer but that does not benefit other investors. In addition, the b-piece buyer may enter into hedging or other transactions or otherwise have business objectives that also could cause its interests with respect to the mortgage pool to

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diverge from those of other purchasers of the certificates. The b-piece buyer performed due diligence solely for its own benefit and has no liability to any person or entity for conducting its due diligence. The b-piece buyer is not required to take into account the interests of any other investor in the certificates in exercising remedies or voting or other rights in its capacity as owner of its certificates or in making requests or recommendations to the sponsors as to the selection of the mortgage loans and the establishment of other transaction terms. Investors are not entitled to rely on in any way the b-piece buyer’s acceptance of a mortgage loan. The b-piece buyer’s acceptance of a mortgage loan does not constitute, and may not be construed as, an endorsement of such mortgage loan, the underwriting for such mortgage loan or the originator of such mortgage loan.

The b-piece buyer will have no liability to any certificateholder for any actions taken by it as described in the preceding two paragraphs and the pooling and servicing agreement will provide that each certificateholder, by its acceptance of a certificate, waives any claims against such buyers in respect of such actions.

The b-piece buyer, or an affiliate, will constitute the initial directing certificateholder. The directing certificateholder will have certain rights to direct and consult with each master servicer and special servicer. In addition, the directing certificateholder will generally have certain consultation rights with regard to the non-serviced mortgage loans under the pooling and servicing agreement governing the servicing of such non-serviced whole loan and the related intercreditor agreement, and with regard to any servicing shift whole loan following the applicable servicing shift securitization date, under the related pooling and servicing agreement governing the servicing of such servicing shift whole loan. See “Pooling and Servicing Agreement—The Directing Certificateholder” and “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans”.

It is expected that Eightfold Real Estate Capital Fund V, L.P. or its affiliate will be the initial directing certificateholder. Midland Loan Services, a Division of PNC Bank, National Association is expected to act as a special servicer and it or an affiliate assisted Eightfold Real Estate Capital Fund V, L.P. and/or one or more of its affiliates with its due diligence of the mortgage loans prior to the closing date.

Because the incentives and actions of the b-piece buyer may, in some circumstances, differ from or be adverse to those of purchasers of the offered certificates, you are advised and encouraged to make your own investment decision based on a careful review of the information set forth in this prospectus and your own view of the mortgage pool.

Conflicts of Interest May Occur as a Result of the Rights of the Applicable Directing Certificateholder To Terminate the Special Servicer of the Applicable Whole Loan

With respect to any whole loan, the directing certificateholder exercising control rights over that whole loan (or, with respect to a servicing shift whole loan, the holder of the related controlling companion loan) will be entitled, under certain circumstances, to remove the special servicer under the applicable pooling and servicing agreement governing the servicing of such whole loan and, in such circumstances, appoint a successor special servicer for such whole loan (or have certain consent rights with respect to such removal or replacement). The party with this appointment power may have special relationships or interests that conflict with those of the holders of one or more classes of certificates. In addition, that party does not have any duties to the holders of any class of certificates, may act solely in its own interests, and will have no liability to any certificateholders for having done so. No certificateholder may take any action against the directing certificateholder or, with respect to a servicing shift whole loan, the holder of the related controlling companion

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loan, under the pooling and servicing agreement for this securitization or under the pooling and servicing agreement governing the servicing of a non-serviced whole loan, or against any other parties for having acted solely in their respective interests. See “Description of the Mortgage Pool—The Whole Loans” for a description of these rights to terminate the special servicer.

Other Potential Conflicts of Interest May Affect Your Investment

The managers of the mortgaged properties and the borrowers may experience conflicts in the management and/or ownership of the mortgaged properties because:

● a substantial number of the mortgaged properties are managed by property managers affiliated with the respective borrowers;

● these property managers also may manage and/or franchise additional properties, including properties that may compete with the mortgaged properties; and

● affiliates of the managers and/or the borrowers, or the managers and/or the borrowers themselves, also may own other properties, including competing properties.

None of the borrowers, property managers or any of their affiliates or any employees of the foregoing has any duty to favor the leasing of space in the mortgaged properties over the leasing of space in other properties, one or more of which may be adjacent to or near the mortgaged properties.

Each of the foregoing relationships should be considered carefully by you before you invest in any certificates.

Other Risks Relating to the Certificates

The Certificates Are Limited Obligations

The certificates, when issued, will only represent ownership interests in the issuing entity. The certificates will not represent an interest in or obligation of, and will not be guaranteed by, the sponsors, the depositor, or any other person. The primary assets of the issuing entity will be the mortgage loans, and distributions on any class of certificates will depend solely on the amount and timing of payments and other collections in respect of the mortgage loans, and the subsequent allocation of such amounts between the RR Interest, on one hand, and the non-retained certificates, on the other hand, as described in “Credit Risk Retention—RR Interest”. We cannot assure you that the cash flow from the mortgaged properties and the proceeds of any sale or refinancing of the mortgaged properties will be sufficient to pay the principal of, and interest on, the mortgage loans or to distribute in full the amounts of interest and principal to which the certificateholders will be entitled. See “Description of the Certificates—General”.

The Certificates May Have Limited Liquidity and the Market Value of the Certificates May Decline

Your certificates will not be listed on any national securities exchange or traded on any automated quotation systems of any registered securities association, and there is currently no secondary market for your certificates. The underwriters have no obligation to make a market in the offered certificates. We cannot assure you that an active secondary market for the certificates will develop. Additionally, one or more investors may purchase

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substantial portions of one or more classes of certificates. Accordingly, you may not have an active or liquid secondary market for your certificates.

The market value of the certificates will also be influenced by the supply of and demand for CMBS generally. A number of factors will affect investors’ demand for CMBS, including:

● the availability of alternative investments that offer higher yields or are perceived as being a better credit risk than CMBS, or as having a less volatile market value or being more liquid than CMBS;

● legal and other restrictions that prohibit a particular entity from investing in CMBS or limit the amount or types of CMBS that it may acquire or require it to maintain increased capital or reserves as a result of its investment in CMBS;

● increased regulatory compliance burdens imposed on CMBS or securitizations generally, or on classes of securitizers, that may make securitization a less attractive financing option for commercial mortgage loans; and

● investors’ perceptions of commercial real estate lending or CMBS, which may be adversely affected by, among other things, a decline in real estate values or an increase in defaults and foreclosures on commercial mortgage loans.

We cannot assure you that your certificates will not decline in value.

Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity of the Offered Certificates

We make no representation as to the proper characterization of the offered certificates for legal investment, financial institution regulatory, financial reporting or other purposes, as to the ability of particular investors to purchase the offered certificates under applicable legal investment or other restrictions or as to the consequences of an investment in the offered certificates for such purposes or under such restrictions. We note that changes in federal banking and securities laws and other laws and regulations may have an adverse effect on issuers, investors or other participants in the asset-backed securities markets including the CMBS market. While the general effects of such changes are uncertain, regulatory or legislative provisions applicable to certain investors may have the effect of limiting or restricting their ability to hold or acquire CMBS, which in turn may adversely affect the ability of investors in the offered certificates who are not subject to those provisions to resell their certificates in the secondary market. For example:

● Recent changes in federal banking and securities laws, including those resulting from the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) enacted in the United States, may have an adverse effect on issuers, investors, or other participants in the asset-backed securities markets. In particular, new capital regulations were issued by the U.S. banking regulators in July 2013; these regulations implement the increased capital requirements established under the Basel Accord and are being phased in over time. These new capital regulations eliminate reliance on credit ratings and otherwise alter, and in most cases increase, the capital requirements imposed on depository institutions and their holding companies, including with respect to ownership of asset-backed securities such as CMBS. Further changes in capital requirements have been announced by the Basel Committee on Banking Supervision and it is uncertain when such changes will be implemented in the United States. When fully implemented in the United States, these changes may have an adverse effect with

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respect to investments in asset-backed securities, including CMBS. As a result of these regulations, investments in CMBS such as the certificates by financial institutions subject to bank capital regulations may result in greater capital charges to these financial institutions and these new regulations may otherwise adversely affect the treatment of CMBS for their regulatory capital purposes.

● Regulations were adopted on December 10, 2013 to implement Section 619 of the Dodd-Frank Act (such statutory provision, together with such implementing regulations, the “Volcker Rule”). The Volcker Rule generally prohibits “banking entities” (which is broadly defined to include U.S. banks and bank holding companies and many non-U.S. banking entities, together with their respective subsidiaries and other affiliates) from (i) engaging in proprietary trading, (ii) acquiring or retaining an ownership interest in or sponsoring a “covered fund” and (iii) entering into certain relationships with such funds. The Volcker Rule became effective on July 21, 2012, and final regulations implementing the Volcker Rule were adopted on December 10, 2013. Banking entities were required to be in conformance with the Volcker Rule by July 21, 2015, although ownership interests or sponsorships in covered funds in existence prior to December 31, 2013 were not required to be brought into conformance until July 21, 2017 (with the possibility of an additional five-year extension for certain illiquid funds). Prior to the applicable conformance date expiration, banking entities must make good faith efforts to conform their activities and investments to the Volcker Rule. Under the Volcker Rule, unless otherwise jointly determined otherwise by specified federal regulators, a “covered fund” does not include an issuer that may rely on an exclusion or exemption from the definition of “investment company” under the Investment Company Act other than the exclusions contained in Section 3(c)(1) and Section 3(c)(7) of the Investment Company Act.

The issuing entity will be relying on an exclusion or exemption under the Investment Company Act contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity.  The issuing entity will not be relying upon Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act as a basis for not registering under the Investment Company Act. The Issuing Entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule. The general effects of the Volcker Rule remain uncertain. Any prospective investor in the certificates, including a U.S. or foreign bank or a subsidiary or other bank affiliate, should consult its own legal advisors regarding such matters and other effects of the Volcker Rule.

● The Financial Accounting Standards Board has adopted changes to the accounting standards for structured products. These changes, or any future changes, may affect the accounting for entities such as the issuing entity, could under certain circumstances require an investor or its owner generally to consolidate the assets of the issuing entity in its financial statements and record third parties’ investments in the issuing entity as liabilities of that investor or owner or could otherwise adversely affect the manner in which the investor or its owner must report an investment in CMBS for financial reporting purposes.

● For purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended, no class of offered certificates will constitute “mortgage related securities”.

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● In addition, compliance with legal requirements, such as the credit risk retention regulations under the Dodd-Frank Act, could cause commercial real estate lenders to tighten their lending standards and reduce the availability of debt financing for commercial real estate borrowers. This, in turn, may adversely affect a borrower’s ability to refinance the related mortgage loan or sell the related mortgaged property on such mortgage loan’s maturity date. We cannot assure you that a borrower will be able to generate sufficient cash from the sale or refinancing of the related mortgaged property to make the balloon payment on such mortgage loan.

Further changes in federal banking and securities laws and other laws and regulations may have an adverse effect on issuers, investors, or other participants in the asset-backed securities markets (including the CMBS market) and may have adverse effect on the liquidity, market value and regulatory characteristics of the certificates.

Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities should consult with their own legal, accounting and other advisors in determining whether, and to what extent, the offered certificates will constitute legal investments for them or are subject to investment or other restrictions, unfavorable accounting treatment, capital charges or reserve requirements. See “Legal Investment”.

EU Risk Retention and Due Diligence Requirements

Investors should be aware of the risk retention and due diligence requirements in Europe (the “EU Risk Retention and Due Diligence Requirements”) which apply in respect of various types of EU regulated investors including credit institutions and investment firms and their consolidated affiliates, authorized alternative investment fund managers, insurance and reinsurance undertakings (each, an “Affected Investor”). Among other things, such requirements restrict an Affected Investor from investing in securitizations unless: (i) the originator, sponsor or original lender in respect of the relevant securitization has explicitly disclosed that it will retain, on an on-going basis, a net economic interest of not less than five percent in respect of certain specified credit risk tranches or securitized exposures; and (ii) such investor is able to demonstrate that they have undertaken certain due diligence in respect of various matters including but not limited to its note position, the underlying assets and (in the case of certain types of investors) the relevant sponsor or originator.

Prospective investors should also be aware that a new EU risk retention regime will apply, in place of the EU Risk Retention and Due Diligence Requirements, to securitizations in respect of which the relevant securities are issued on or after January 1, 2019; and that there will be material differences between that new regime and the EU Risk Retention and Due Diligence Requirements. The relevant changes will be implemented primarily by Regulation (EU) 2017/2402 (the “Securitization Regulation”). The Securitization Regulation will (amongst other things) impose restrictions on investment in securitizations and requirements as to due diligence, which will apply to Affected Investors in place of the relevant provisions of the EU Risk Retention and Due Diligence Requirements and which will apply also to (i) certain investment companies authorized in accordance with Directive 2009/65/EC, and managing companies as defined in that Directive (together, “UCITS”); and (ii) institutions for occupational retirement provision falling within the scope of Directive (EU) 2016/2341 (subject to certain exceptions), and certain investment managers and authorized entities appointed by such institutions (together, “IORPS”). With regard to securitizations in respect of which the relevant securities are issued before January 1, 2019 (“Pre-2019 Securitizations”), as is the case with the offered certificates, Affected Investors will continue to be subject to the investment restrictions and due diligence requirements of

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the EU Risk Retention and Due Diligence Requirements (and will not be subject to the provisions of the Securitization Regulation in that respect), including on and after that date. However, the Securitization Regulation makes no express provision as to the application of any investment restrictions or due diligence requirements, whether under the EU Risk Retention and Due Diligence Requirements or under the Securitization Regulation, to UCITS or IORPs that hold or acquire any interest in respect of a Pre-2019 Securitization; and, accordingly, it is not known what requirements (if any) may be applicable thereto. Certain aspects of the Securitization Regulation will be supplemented by regulatory technical standards that are currently being consulted on by the European Banking Authority. The consultation period closes on March 15, 2018, but it is not certain as to what form the final regulatory technical standards may take or when they will be adopted. EU Risk Retention and Due Diligence Requirements and the Securitization Regulation are collectively referred to as the “EU Risk Retention Rules”.

None of the sponsors, the depositor, the issuing entity or any other party to the transaction is obligated or intends to retain a material net economic interest in the securitization constituted by the issue of the offered certificates in accordance with the EU Risk Retention Rules or to take any other action which may be required by Affected Investors, UCITS or IORPS for the purposes of their compliance with the EU Risk Retention Rules. Consequently, the offered certificates may not be a suitable investment for Affected Investors, UCITS or IORPS. Failure by an Affected Investor, UCITS or IORPS to comply with any applicable EU Risk Retention Rules with respect to an investment in the offered certificates may result in the imposition of a penalty regulatory capital charge on that investment or of other regulatory sanctions. As a result, the price and liquidity of the offered certificates in the secondary market may be adversely affected. Prospective investors are responsible themselves to analyze their own regulatory position and are encouraged to consult with their own investment and legal advisors regarding application of and compliance with any applicable EU Risk Retention Rules or other applicable regulations and the suitability of the offered certificates for investment. None of the sponsors, the issuing entity, the depositor, the underwriters and any other party to the transaction makes any representation to any prospective investor or purchaser of the offered certificates regarding the regulatory treatment of their investment in the offered certificates on the closing date or at any time in the future.

Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded

Ratings assigned to the offered certificates by the nationally recognized statistical rating organizations engaged by the depositor:

● are based on, among other things, the economic characteristics of the mortgaged properties and other relevant structural features of the transaction;

● do not represent any assessment of the yield to maturity that a certificateholder may experience;

● reflect only the views of the respective rating agencies as of the date such ratings were issued;

● may be reviewed, revised, suspended, downgraded, qualified or withdrawn entirely by the applicable rating agency as a result of changes in or unavailability of information;

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● may have been determined based on criteria that included an analysis of historical mortgage loan data that may not reflect future experience;

● may reflect assumptions by such rating agencies regarding performance of the mortgage loans that are not accurate, as evidenced by the significant amount of downgrades, qualifications and withdrawals of ratings assigned to previously issued CMBS by the hired rating agencies and other nationally recognized statistical rating organizations during the recent credit crisis; and

● do not consider to what extent the offered certificates will be subject to prepayment or that the outstanding principal amount of any class of offered certificates will be prepaid.

The nationally recognized statistical rating organizations that assign ratings to any class of offered certificates will establish the amount of credit support, if any, for such class of offered certificates based on, among other things, an assumed level of defaults, delinquencies and losses with respect to the mortgage loans. Actual losses may, however, exceed the assumed levels. If actual losses on the mortgage loans exceed the assumed levels, you may be required to bear the additional losses.

In addition, the rating of any class of offered certificates below an investment grade rating by any nationally recognized statistical rating organization, whether upon initial issuance of such class of certificates or as a result of a ratings downgrade, could adversely affect the ability of an employee benefit plan or other investor to purchase or retain those offered certificates. See “Certain ERISA Considerations” and “Legal Investment”.

Nationally recognized statistical rating organizations that were not engaged by the depositor to rate the offered certificates may nevertheless issue unsolicited credit ratings on one or more classes of offered certificates, relying on information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended, or otherwise. If any such unsolicited ratings are issued, we cannot assure you that they will not be different from any ratings assigned by a rating agency engaged by the depositor. The issuance of unsolicited ratings by any nationally recognized statistical rating organization on a class of the offered certificates that are lower than ratings assigned by a rating agency engaged by the depositor may adversely impact the liquidity, market value and regulatory characteristics of that class.

As part of the process of obtaining ratings for the offered certificates, the depositor had initial discussions with and submitted certain materials to six nationally recognized statistical rating organizations. Based on preliminary feedback from those nationally recognized statistical rating organizations at that time, the depositor selected three of those nationally recognized statistical rating organizations to rate certain classes of the certificates and not the other nationally recognized statistical rating organizations, due in part to their initial subordination levels for the various classes of the certificates. If the depositor had selected the other nationally recognized statistical rating organizations to rate the certificates, we cannot assure you that the ratings such other nationally recognized statistical rating organizations would have assigned to the certificates would not have been lower than the ratings assigned by the nationally recognized statistical rating organizations engaged by the depositor. Further, in the case of one nationally recognized statistical rating organization engaged by the depositor, the depositor only requested ratings for certain classes of offered certificates, due in part to the final subordination levels provided by such nationally recognized statistical rating organization for such classes of certificates. If the depositor had selected such nationally recognized statistical rating organization to rate those classes of offered certificates not rated by it, such ratings on those other certificates

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may have been different, and potentially lower, than those ratings ultimately assigned to those certificates by the other nationally recognized statistical rating organizations hired by the depositor. In addition, the decision not to engage one or more other rating agencies in the rating of certain classes of certificates to be issued in connection with this transaction may negatively impact the liquidity, market value and regulatory characteristics of those classes of certificates. Although unsolicited ratings may be issued by any nationally recognized statistical rating organization, a nationally recognized statistical rating organization might be more likely to issue an unsolicited rating if it was not selected after having provided preliminary feedback to the depositor. Neither the depositor nor any other person or entity will have any duty to notify you if any other nationally recognized statistical rating organization issues, or delivers notice of its intention to issue, consolidated ratings on one or more classes of certificates after the date of this prospectus.

Furthermore, the Securities and Exchange Commission may determine that any or all of the rating agencies engaged by the depositor to rate the certificates no longer qualifies as a nationally recognized statistical rating organization, or is no longer qualified to rate the certificates or may no longer rate similar securities for a limited period as a result of an enforcement action, and that determination may also have an adverse effect on the liquidity, market value and regulatory characteristics of the offered certificates. To the extent that the provisions of any mortgage loan or the pooling and servicing agreement condition any action, event or circumstance on the delivery of a rating agency confirmation, the pooling and servicing agreement will require delivery or deemed delivery of a rating agency confirmation only from the rating agencies engaged by the depositor to rate the certificates or, in the case of a serviced whole loan, any related companion loan securities.

We are not obligated to maintain any particular rating with respect to the certificates, and the ratings initially assigned to the certificates by any or all of the rating agencies engaged by the depositor to rate the certificates could change adversely as a result of changes affecting, among other things, the mortgage loans, the mortgaged properties, the parties to the pooling and servicing agreement, or as a result of changes to ratings criteria employed by any or all of the rating agencies engaged by the depositor to rate the certificates. Although these changes would not necessarily be or result from an event of default on any mortgage loan, any adverse change to the ratings of the offered certificates would likely have an adverse effect on the market value, liquidity and/or regulatory characteristics of those certificates.

Further, certain actions provided for in loan agreements may require a rating agency confirmation be obtained from the rating agencies engaged by the depositor to rate the certificates and, in the case of a serviced whole loan, any companion loan securities as a precondition to taking such action. In certain circumstances, this condition may be deemed to have been met or waived without such a rating agency confirmation being obtained. In the event such an action is taken without a rating agency confirmation being obtained, we cannot assure you that the applicable rating agency will not downgrade, qualify or withdraw its ratings as a result of the taking of such action. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—“Due-On-Sale” and “Due-On-Encumbrance” Provisions”, “Pooling and Servicing Agreement—Rating Agency Confirmations” and “Ratings” for additional considerations regarding the ratings, including a description of the process of obtaining confirmations of ratings for the offered certificates.

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Your Yield May Be Affected by Defaults, Prepayments and Other Factors

General

The yield to maturity on each class of offered certificates will depend in part on the following:

● the purchase price for the certificates;

● the rate and timing of principal payments on the mortgage loans (both voluntary and involuntary), and the allocation of principal prepayments to the respective classes of offered certificates with certificate balances; and

● the allocation of shortfalls and losses on the mortgage loans to the respective classes of offered certificates.

For this purpose, principal payments include voluntary and involuntary prepayments, such as prepayments resulting from the application of loan reserves, property releases, casualty or condemnation, defaults and liquidations as well as principal payments resulting from repurchases due to material breaches of representations and warranties or material document defects or purchases by a companion loan holder or mezzanine lender (if any) pursuant to a purchase option or sales of defaulted mortgage loans.

Any changes in the weighted average lives of your certificates may adversely affect your yield. In general, if you buy a certificate at a premium, and principal distributions occur faster than expected, your actual yield to maturity will be lower than expected. If principal distributions are very high, holders of certificates purchased at a premium might not fully recover their initial investment. Conversely, if you buy a certificate at a discount and principal distributions occur more slowly than expected, your actual yield to maturity will be lower than expected.

Prepayments resulting in a shortening of weighted average lives of your certificates may be made at a time of low interest rates when you may be unable to reinvest the resulting payment of principal on your certificates at a rate comparable to the effective yield anticipated by you in making your investment in the certificates, while delays and extensions resulting in a lengthening of those weighted average lives may occur at a time of high interest rates when you may have been able to reinvest principal payments that would otherwise have been received by you at higher rates.

In addition, the extent to which prepayments on the mortgage loans in the issuing entity ultimately affect the weighted average life of the certificates will depend on the terms of the certificates, more particularly:

● a class of certificates that entitles the holders of those certificates to a disproportionately larger share of the prepayments on the mortgage loans increases the “call risk” or the likelihood of early retirement of that class if the rate of prepayment is relatively fast; and

● a class of certificates that entitles the holders of the certificates to a disproportionately smaller share of the prepayments on the mortgage loans increases the likelihood of “extension risk” or an extended average life of that class if the rate of prepayment is relatively slow.

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The Timing of Prepayments and Repurchases May Change Your Anticipated Yield

The rate at which voluntary prepayments occur on the mortgage loans will be affected by a variety of factors, including:

● the terms of the mortgage loans, including, the length of any prepayment lockout period and the applicable yield maintenance charges and prepayment premiums and the extent to which the related mortgage loan terms may be practically enforced;

● the level of prevailing interest rates;

● the availability of credit for commercial real estate;

● the applicable master servicer’s or special servicer’s ability to enforce yield maintenance charges and prepayment premiums;

● the failure to meet certain requirements for the release of escrows;

● the occurrence of casualties or natural disasters; and

● economic, demographic, tax, legal or other factors.

Although a yield maintenance charge or other prepayment premium provision of a mortgage loan is intended to create an economic disincentive for a borrower to prepay voluntarily a mortgage loan, we cannot assure you that mortgage loans that have such provisions will not prepay.

The extent to which the applicable special servicer forecloses upon, takes title to and disposes of any mortgaged property related to a mortgage loan or sells defaulted mortgage loans will affect the weighted average lives of your certificates. If the applicable special servicer forecloses upon a significant number of the related mortgage loans, and depending upon the amount and timing of recoveries from the related mortgaged properties or sells defaulted mortgage loans, your certificates may have a shorter weighted average life.

Delays in liquidations of defaulted mortgage loans and modifications extending the maturity of mortgage loans will tend to delay the payment of principal on the mortgage loans. The ability of the related borrower to make any required balloon payment typically will depend upon its ability either to refinance the mortgage loan or to sell the related mortgaged property. A significant number of the mortgage loans require balloon payments at maturity or anticipated repayment date and there is a risk that a number of those mortgage loans may default at maturity or anticipated repayment date, or that the applicable special servicer may extend the maturity of a number of those mortgage loans in connection with workouts. We cannot assure you as to the borrowers’ abilities to make mortgage loan payments on a full and timely basis, including any balloon payments at maturity or anticipated repayment date. Bankruptcy of the borrower or adverse conditions in the market where the mortgaged property is located may, among other things, delay the recovery of proceeds in the case of defaults. Losses on the mortgage loans due to uninsured risks or insufficient hazard insurance proceeds may create shortfalls in distributions to certificateholders. Any required indemnification of a party to the pooling and servicing agreement in connection with legal actions relating to the issuing entity, the related agreements or the certificates may also result in shortfalls.

See “—Risks Relating to the Mortgage Loans—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions” above and

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“Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Prepayment Protections and Certain Involuntary Prepayments” and “Description of the Mortgage Pool—Redevelopment, Renovation and Expansion”.

In addition, if a sponsor repurchases a mortgage loan from the issuing entity due to a material breach of one or more of its representations or warranties or a material document defect, the repurchase price paid will be passed through to the holders of the certificates with the same effect as if the mortgage loan had been prepaid in part or in full, and no yield maintenance charge or other prepayment premium would be payable. Additionally, any mezzanine lender (if any) may have the option to purchase the related mortgage loan after certain defaults, and the purchase price may not include any yield maintenance charges or prepayment premiums. As a result of such a repurchase or purchase, investors in the Class X-A and Class X-B certificates and any other certificates purchased at a premium might not fully recoup their initial investment. A repurchase, a prepayment or the exercise of a purchase option may adversely affect the yield to maturity on your certificates. In this respect, see “Description of the Mortgage Loan Purchase Agreements” and “Pooling and Servicing Agreement—Realization Upon Mortgage Loans”.

The certificates with notional amounts will not be entitled to distributions of principal but instead will accrue interest on their respective notional amounts. Because the notional amount of the certificates indicated in the table below is based upon the outstanding certificate balances of the related class of certificates, the yield to maturity on the indicated certificates will be extremely sensitive to the rate and timing of prepayments of principal, liquidations and principal losses on the mortgage loans to the extent allocated to the related certificates.

Interest-Only Class of Certificates	Underlying Classes
Class X-A	Class A-1, Class A-SB, Class A-2 and Class A-3 certificates
Class X-B	Class A-S and Class B certificates

A rapid rate of principal prepayments, liquidations and/or principal losses on the mortgage loans could result in the failure to recoup the initial investment in the Class X-A and/or Class X-B certificates. Investors in the Class X-A or Class X-B certificates should fully consider the associated risks, including the risk that an extremely rapid rate of amortization, prepayment or other liquidation of the mortgage loans could result in the failure of such investors to recoup fully their initial investments. The yield to maturity of the certificates with notional amounts may be adversely affected by the prepayment of mortgage loans with higher net mortgage loan rates. See “Yield and Maturity Considerations—Yield on the Certificates with Notional Amounts”.

In addition, with respect to the Class A-SB certificates, the extent to which the planned balances are achieved and the sensitivity of the Class A-SB certificates to principal prepayments on the mortgage loans will depend in part on the period of time during which the Class A-1, Class A-2 and Class A-3 certificates remain outstanding. As such, the Class A-SB certificates will become more sensitive to the rate of prepayments on the mortgage loans than they were when the Class A-1, Class A-2 and Class A-3 certificates were outstanding.

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Your Yield May Be Adversely Affected By Prepayments Resulting From Earnout Reserves

With respect to certain mortgage loans, earnout escrows may have been established at origination, which funds may be released to the related borrower upon satisfaction of certain conditions. If such conditions with respect to any such mortgage loan are not satisfied, the amounts reserved in such escrows may be, or may be required to be, applied to the payment of the mortgage loan, which would have the same effect on the offered certificates as a prepayment of the mortgage loan, except that such application of funds would not be accompanied by any prepayment premium or yield maintenance charge. See Annex A-1. The pooling and servicing agreement will provide that unless required by the mortgage loan documents, the applicable master servicer will not apply such amounts as a prepayment if no event of default has occurred.

Losses and Shortfalls May Change Your Anticipated Yield

If losses on the mortgage loans allocated to the non-retained certificates exceed the aggregate certificate balance of the classes of certificates subordinated to a particular class, that class will suffer a loss equal to the full amount of the excess (up to the outstanding certificate balance of that class). Even if losses on the mortgage loans are not borne by your certificates, those losses may affect the weighted average life and yield to maturity of your certificates.

For example, certain shortfalls in interest as a result of involuntary prepayments may reduce the funds available to make payments on your certificates. In addition, if either master servicer, either special servicer or the trustee reimburses itself (or a master servicer, special servicer, trustee or other party to a pooling and servicing agreement governing the servicing of a non-serviced whole loan) out of general collections on the mortgage loans included in the issuing entity for any advance that it (or any such other party) has determined is not recoverable out of collections on the related mortgage loan, then to the extent that this reimbursement is made from collections of principal on the mortgage loans in the issuing entity, that reimbursement will reduce the amount of principal ultimately available to be distributed on the certificates and will result in a reduction of the certificate balance (or notional amount) of a class of non-retained certificates and the RR Interest,pro ratabased on their respective percentage allocation entitlements as described in this prospectus. See “Description of the Certificates—Distributions”. Likewise, if either master servicer or the trustee reimburses itself out of principal collections on the mortgage loans for any workout-delayed reimbursement amounts, that reimbursement will reduce the amount of principal available to be distributed on the non-retained certificates and the RR Interest,pro ratabased on their respective percentage allocation entitlements as described in this prospectus, on that distribution date. This reimbursement would have the effect of reducing current payments of principal on the offered certificates (other than the certificates with notional amounts and the Class R certificates) and extending the weighted average lives of the offered certificates with certificate balances. See “Description of the Certificates—Distributions”.

In addition, to the extent of the portion of losses that are realized on the mortgage loans and allocated to the non-retained certificates,first the Class G certificates,then the Class F certificates,then the Class E certificates,then the Class D certificates,then the Class C certificates,then the Class B certificates,then the Class A-S certificates and,then,pro rata, the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates, based on their respective certificate balances, will bear such losses up to an amount equal to the respective outstanding certificate balance of that class. A reduction in the certificate balance of the Class A-1, Class A-SB, Class A-2 or Class A-3 certificates will result in a corresponding

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reduction in the notional amount of the Class X-A certificates and a reduction of the certificate balance of the Class A-S or Class B certificates will result in a corresponding reduction of the notional amount of the Class X-B certificates. We make no representation as to the anticipated rate or timing of prepayments (voluntary or involuntary) or rate, timing or amount of liquidations or losses on the mortgage loans or as to the anticipated yield to maturity of any such offered certificate. See “Yield and Maturity Considerations”.

Risk of Early Termination

The issuing entity is subject to optional termination under certain circumstances. See “Pooling and Servicing Agreement—Termination; Retirement of Certificates”. In the event of this termination, you might receive some principal payments earlier than otherwise expected, which could adversely affect your anticipated yield to maturity.

Subordination of the Subordinated Certificates Will Affect the Timing of Distributions and the Application of Losses on the Subordinated Certificates

As described in this prospectus, the rights of the holders of Class A-S, Class B and Class C certificates to receive payments of principal and interest in respect of the non-retained certificates and otherwise payable on the certificates they hold will be subordinated to such rights of the holders of the more senior certificates having an earlier alphabetical or alphanumeric class designation. If you acquire any Class A-S, Class B or Class C certificates, then your rights to receive distributions of amounts collected or advanced on or in respect of the mortgage loans that are allocable to the non-retained certificates will generally be subordinated to those of the holders of the Class A-1, Class A-SB, Class A-2, Class A-3, Class X-A, Class X-B, Class X-D and Class X-E certificates and, if your certificates are Class B or Class C certificates, to those of the holders of the Class A-S certificates and, if your certificates are Class C certificates, to those of the holders of the Class B certificates. See “Description of the Certificates”. As a result, investors in those classes of certificates that are subordinated in whole or part to other classes of certificates will generally bear the effects of losses on the mortgage loans and unreimbursed expenses of the issuing entity before the holders of such other classes of certificates. See “Description of the Certificates—Distributions”and“—Subordination; Allocation of Realized Losses”.

Payments Allocated to the RR Interest or the Non-Retained Certificates Will Not Be Available to the Non-Retained Certificates or the RR Interest, Respectively

As described in this prospectus, payments of principal and interest in respect of the mortgage loans will be distributed to the holders of the non-retained certificates and the RR Interest,pro rata, based upon their respective percentage allocation entitlements. Amounts received and allocated to the non-retained certificates will not be available to satisfy any amounts due and payable to the RR Interest. Likewise, amounts received and allocated to the RR Interest will not be available to satisfy any amounts due and payable to the non-retained certificates. As a result of this allocation of payments, any losses incurred by the issuing entity will also be effectively allocated between the non-retained certificates and the RR Interest,pro rata, based upon their respective percentage allocation entitlements. See “Description of the Certificates—Distributions” and “Credit Risk Retention”.

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Your Lack of Control Over the Issuing Entity and the Mortgage Loans Can Impact Your Investment

You Have Limited Voting Rights

Except as described in this prospectus, you and other certificateholders generally do not have a right to vote and do not have the right to make decisions with respect to the administration of the issuing entity and the mortgage loans. With respect to mortgage loans (other than mortgage loan that will be serviced under a separate pooling and servicing agreement), those decisions are generally made, subject to the express terms of the pooling and servicing agreement for this transaction, by the applicable master servicer, the applicable special servicer, the trustee or the certificate administrator, as applicable, subject to any rights of the directing certificateholder or the risk retention consultation party under the pooling and servicing agreement for this transaction and the rights of the holders of any related companion loan and mezzanine debt under the related intercreditor agreement. With respect to a non-serviced mortgage loan, you will generally not have any right to vote or make decisions with respect a non-serviced mortgage loan, and those decisions will generally be made by the master servicer or the special servicer under the pooling and servicing agreement governing the servicing of such non-serviced mortgage loan and the related companion loan, subject to the rights of the directing certificateholder appointed under such pooling and servicing agreement. See “Pooling and Servicing Agreement” and“Description of the Mortgage Pool—The Whole Loans”. In particular, with respect to the risks relating to a modification of a mortgage loan, see “—Risks Relating to Modifications of the Mortgage Loans” below.

In certain limited circumstances where certificateholders have the right to vote on matters affecting the issuing entity, in some cases, these votes are by certificateholders taken as a whole and in others the vote is by class. Your interests as an owner of certificates of a particular class may not be aligned with the interests of owners of one or more other classes of certificates in connection with any such vote. In addition, in all cases voting is based on the outstanding certificate balance, which is reduced by realized losses. In certain cases with respect to the termination of a special servicer and the operating advisor, certain voting rights will also be reduced by allocated cumulative appraisal reduction amounts, as described below. These limitations on voting could adversely affect your ability to protect your interests with respect to matters voted on by certificateholders. See “Description of the Certificates—Voting Rights”. You will have no rights to vote on any servicing matters related to the mortgage loan that will be serviced under the pooling and servicing agreement governing the servicing of a non-serviced whole loan.

In general, a certificate beneficially owned by any borrower affiliate, any property manager, any master servicer, any special servicer, the trustee, the certificate administrator, the depositor, any mortgage loan seller or respective affiliates or agents will be deemed not to be outstanding and a holder of such certificate will not have the right to vote, subject to certain exceptions, as further described in the definition of “Certificateholder” under “Description of the Certificates—Reports to Certificateholders; Certain Available Information—Certificate Administrator Reports”.

The Class V and Class R certificates and the RR Interest will not have any voting rights; however, the holders of the RR Interest will be entitled to consent to amendments to the pooling and servicing agreement that would adversely affect the rights of such certificateholders.

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The Rights of the Directing Certificateholder, the Risk Retention Consultation Party and the Operating Advisor Could Adversely Affect Your Investment

The directing certificateholder will have certain consent and consultation rights with respect to certain matters relating to the mortgage loans (other than any applicable excluded loans and, with respect to any non-serviced mortgage loan or servicing shift mortgage loan, will have certain limited consultation rights) and the right to replace each special servicer (other than with respect to a non-serviced mortgage loan or a servicing shift mortgage loan) with or without cause, except that if a control termination event occurs and is continuing (other than with respect to servicing shift mortgage loans, with respect to which the holder of the related controlling companion loan prior to the applicable servicing shift securitization date will have the rights and powers of the directing certificateholder under the pooling and servicing agreement), the directing certificateholder will lose the consent rights and the right to replace each special servicer, and if a consultation termination event occurs and is continuing, then the directing certificateholder will no longer have any consultation rights with respect to any mortgage loans. The holder of the controlling companion loan for each servicing shift whole loan will, prior to the related servicing shift securitization date, be entitled to replace the applicable special servicer with or without cause, regardless of whether a control termination event exists. See “Pooling and Servicing Agreement—The Directing Certificateholder”.

With respect to any serviced A/B whole loan, prior to the occurrence of a control appraisal period with respect to the related subordinate companion loan, the directing certificateholder will not be entitled to exercise the above-described rights, and those rights will be held by the holder of the subordinate companion loan in accordance with the pooling and servicing agreement and the related intercreditor agreement. However, during a control appraisal period with respect to any serviced A/B whole loan, the directing certificateholder will have the same rights (including the rights described above) with respect to such serviced A/B whole loan as it does for the other mortgage loans in the issuing entity. See “Description of the Mortgage Pool—The Whole Loans”.

In addition, the risk retention consultation party will have certain consultation rights with respect to certain matters relating to the mortgage loans (other than any applicable excluded loans). See “Pooling and Servicing Agreement—The Directing Certificateholder—Major Decisions”.

These actions and decisions with respect to which the directing certificateholder has consent or consultation rights and the risk retention consultation party has consultation rights include, among others, certain modifications to the mortgage loans or any serviced whole loan (other than any servicing shift whole loan), including modifications of monetary terms, foreclosure or comparable conversion of the related mortgaged properties, and certain sales of mortgage loans or REO properties for less than the outstanding principal amount plus accrued interest, fees and expenses. As a result of the exercise of these rights by the directing certificateholder and the risk retention consultation party, the applicable special servicer may take actions with respect to a mortgage loan that could adversely affect the interests of investors in one or more classes of offered certificates.

Similarly, with respect to any non-serviced mortgage loan, the master servicer or the special servicer under the pooling and servicing agreement governing the servicing of a non-serviced mortgage loan may, at the direction or upon the advice of the directing certificateholder (or equivalent) of the related securitization trust holding the controlling note for a non-serviced whole loan, take actions with respect to such non-serviced mortgage loan and related companion loans that could adversely affect such non-serviced mortgage loan, and therefore, the holders of some or all of the classes of certificates.

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Similarly, with respect to any servicing shift whole loan, prior to the related servicing shift securitization date, the applicable special servicer or the applicable master servicer may, at the direction or upon the advice of the holder of the related controlling companion loan, take actions with respect to such whole loan that could adversely affect such whole loan and, therefore, the holders of some or all of the classes of certificates. The issuing entity (as the holder of a non-controlling note) will have limited consultation rights with respect to major decisions and the implementation of any recommended actions outlined in an asset status report relating to a non-serviced whole loan (and each servicing shift whole loan) and in connection with a sale of a defaulted loan, and such rights will be exercised by the directing certificateholder for this transaction so long as no control termination event has occurred and is continuing and by the required party set forth in the pooling and servicing agreement if a control termination event has occurred and is continuing. Additionally, with respect to each non-serviced whole loan, in circumstances similar to those described above, the directing certificateholder (or the equivalent) of the related securitization trust will have the right to replace the special servicer of such securitization with or without cause, and without the consent of the issuing entity. See “Description of the Mortgage Pool—The Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Although the master servicers and the special servicers under the pooling and servicing agreement and the master servicer and the special servicer for a non-serviced mortgage loan are not permitted to take actions which are prohibited by law or violate the servicing standard under the applicable pooling and servicing agreement or the terms of the related mortgage loan documents, it is possible that the directing certificateholder (or the equivalent) under such pooling and servicing agreement may direct or advise, as applicable, the related special servicer to take actions with respect to such mortgage loan that conflict with the interests of the holders of certain classes of the certificates.

You will be acknowledging and agreeing, by your purchase of offered certificates, that the directing certificateholder, the controlling companion loan holder with respect to any servicing shift whole loan, the risk retention consultation party and the directing certificateholder (or the equivalent) under the pooling and servicing agreement governing the servicing of a non-serviced mortgage loan:

(i)may have special relationships and interests that conflict with those of holders of one or more classes of certificates;

(ii)may act solely in the interests of the holders of the controlling class or the RR Interest, as applicable (or, in the case of a non-serviced mortgage loan, the controlling class of the securitization trust formed under the pooling and servicing agreement governing the servicing of a non-serviced mortgage loan) or, in the case of any servicing shift mortgage loan, the related controlling companion loan holder may act solely in its own best interests;

(iii)does not have any duties to the holders of any class of certificates other than the controlling class or the RR Interest, as applicable (or, in the case of a non-serviced mortgage loan, the controlling class of the securitization trust formed under the pooling and servicing agreement governing the servicing of a non-serviced mortgage loan) or, in the case of any servicing shift mortgage loan, the related controlling companion loan holder does not have any duties to any other person;

(iv)may take actions that favor the interests of the holders of the controlling class or the RR Interest, as applicable (or, in the case of a non-serviced mortgage loan, the controlling class of the securitization trust formed under the pooling and

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servicing agreement governing the servicing of a non-serviced mortgage loan) over the interests of the holders of one or more other classes of certificates, or in the case of any servicing shift mortgage loan, the related controlling companion loan holder may take actions that favor only its own interests; and

(v)will have no liability whatsoever (other than to a controlling class certificateholder) for having so acted as set forth in clauses (i) – (iv) above, and that no certificateholder may take any action whatsoever against the directing certificateholder, the risk retention consultation party or the directing certificateholder (or the equivalent) under the pooling and servicing agreement governing the servicing of a non-serviced mortgage loan, or the controlling companion loan holder of any servicing shift whole loan, or any of their respective affiliates, directors, officers, employees, shareholders, members, partners, agents or principals for having so acted.

In addition, if a control termination event has occurred and is continuing, the operating advisor will have certain consultation rights with respect to certain matters relating to the mortgage loans (other than any non-serviced mortgage loan). Further, if a consultation termination event has occurred and is continuing, the operating advisor will have the right to recommend a replacement of a special servicer, as described under “Pooling and Servicing Agreement—The Operating Advisor”. The operating advisor is generally required to act on behalf of the issuing entity and in the best interest of, and for the benefit of, the certificateholders and, with respect to any serviced whole loan (other than a servicing shift whole loan), for the benefit of any holder of a related companion loan (as a collective whole as if the certificateholders and the companion loan holder constituted a single lender). We cannot assure you that any actions taken by the applicable master servicer or the applicable special servicer as a result of a recommendation or consultation by the operating advisor will not adversely affect the interests of investors in one or more classes of certificates. With respect to any non-serviced mortgage loan, the operating advisor, if any, appointed under the related pooling and servicing agreement governing the servicing of such non-serviced mortgage loan will have similar rights and duties under such pooling and servicing agreement. Further, the operating advisor will generally have no obligations or consultation rights under the pooling and servicing agreement for this transaction with respect to any non-serviced mortgage loan or any related REO Property. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

You Have Limited Rights to Replace the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer

In general, the directing certificateholder will have the right to terminate and replace each special servicer with or without cause so long as no control termination event has occurred and is continuing and other than in respect of any applicable excluded loans or any servicing shift whole loan as described in this prospectus. After the occurrence and during the continuance of a control termination event under the pooling and servicing agreement, each special servicer (other than with respect to a servicing shift whole loan) may also be removed in certain circumstances (x) if a request is made by certificateholders evidencing not less than 25% of the voting rights (taking into account the application of appraisal reductions to notionally reduce the respective certificate balances) and (y) upon receipt of approval by certificateholders holding at least 66-2/3% of a quorum of the certificateholders (which quorum consists of the holders of certificates evidencing at least 50% of the aggregate voting rights (taking into account the application of realized losses and the application of appraisal reductions to notionally reduce the respective certificate balances). See“Pooling and Servicing Agreement—Replacement of a Special Servicer Without Cause”.

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The certificateholders will generally have no right to replace and terminate any of the master servicers, the trustee and the certificate administrator without cause. The vote of the requisite percentage of certificateholders may terminate the operating advisor or the asset representations reviewer without cause. The vote of the requisite percentage of the certificateholders will be required to replace either master servicer, either special servicer, the operating advisor and the asset representations reviewer even for cause, and certain termination events may be waived by the vote of the requisite percentage of the certificateholders. With respect to each non-serviced whole loan, in circumstances similar to those described above, the directing certificateholder (or the equivalent), or with respect to the Twelve Oaks Mall Whole Loan and each servicing shift whole loan, the holders of the controlling notes related to such whole loans, and the certificateholders of the securitization trust related to such other pooling and servicing agreement will have the right to replace the special servicer of such securitization with or without cause, and without the consent of the issuing entity. The certificateholders generally will have no right to replace the master servicer or the special servicer of a pooling and servicing agreement relating to any non-serviced mortgage loan, though under certain circumstances the certificateholders may have a limited right to replace the master servicer or special servicer for cause solely with respect to such non-serviced whole loan under such pooling and servicing agreement. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” in this prospectus. We cannot assure that your lack of control over the replacement of these parties will not have an adverse impact on your investment.

The Rights of Companion Holders and Mezzanine Debt May Adversely Affect Your Investment

The holders of a servicedpari passucompanion loan relating to a serviced mortgage loan (including, in the case of a servicing shift mortgage loan, the holder of any related non-controlling servicedpari passu companion loan) will have certain consultation rights (on a non-binding basis) with respect to major decisions and implementation of any recommended actions outlined in an asset status report relating to the related whole loan under the related intercreditor agreement. Such companion loan holder and its representative may have interests in conflict with those of the holders of some or all of the classes of certificates, and may advise the applicable special servicer to take actions that conflict with the interests of the holders of certain classes of the certificates. Although any such consultation is non-binding and the applicable special servicer may not be required to consult with such a companion loan holder unless required to do so under the servicing standard, we cannot assure you that the exercise of the rights of such companion loan holder will not delay any action to be taken by the applicable special servicer and will not adversely affect your investment.

With respect to any serviced A/B whole loan, the holder of the related subordinate companion loan will have the right under certain limited circumstances to (i) cure certain defaults with respect to the related mortgage loan and to purchase (without payment of any yield maintenance charge or prepayment premium) the related mortgage loan and (ii) prior to the occurrence and continuance of a control appraisal period with respect to the related subordinate companion loan, approve certain modifications and consent to certain actions to be taken with respect to the related whole loan. The rights of the holder of such subordinate companion loan could adversely affect your ability to protect your interests with respect to matters relating to the related mortgage loan. See “Description of the Mortgage Pool—The Whole Loans”.

With respect to mortgage loans that have mezzanine debt, the related mezzanine lender will have the right under certain limited circumstances to (i) cure certain defaults with respect to, and under certain default scenarios, purchase (without payment of any yield

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maintenance charge or prepayment premium) the related mortgage loan and (ii) so long as no event of default with respect to the related mortgage loan continues after the mezzanine lender’s cure right has expired, approve certain modifications and consent to certain actions to be taken with respect to the related mortgage loan. See “Description of the Mortgage Pool—Mortgage Pool Characteristics” and “—Additional Indebtedness”.

The purchase option that the holder of mezzanine debt holds pursuant to the related intercreditor agreement generally permits such holder to purchase its related defaulted mortgage loan for a purchase price generally equal to the outstanding principal balance of the related defaulted mortgage loan, together with accrued and unpaid interest (exclusive of default interest) on, and unpaid servicing expenses, protective advances and interest on advances related to, such defaulted mortgage loan. However, in the event such holder is not obligated to pay some or all of those fees and additional expenses, including any liquidation fee payable to the applicable special servicer under the terms of the pooling and servicing agreement, then the exercise of such holder’s rights under the intercreditor agreement to purchase the related mortgage loan from the issuing entity may result in a loss to the issuing entity in the amount of those fees and additional expenses. In addition, such holder’s right to cure defaults under the related defaulted mortgage loan could delay the issuing entity’s ability to realize on or otherwise take action with respect to such defaulted mortgage loan.

In addition, with respect to any non-serviced mortgage loan or servicing shift mortgage loan, you will generally not have any right to vote or consent with respect to any matters relating to the servicing and administration of such non-serviced mortgage loan or servicing shift mortgage loan; however, the directing certificateholder (or equivalent) of the related securitization trust holding the controlling note for the related non-serviced whole loan (or the holder of the related controlling companion loan in the case of a servicing shift whole loan), will have the right to vote or consent with respect to certain specified matters relating to the servicing and administration of such non-serviced mortgage loan or servicing shift mortgage loan, as applicable. The interests of the securitization trust holding the controlling note (or the holder of the related controlling companion loan in the case of a servicing shift whole loan) may conflict with those of the holders of some or all of the classes of certificates, and accordingly the directing certificateholder (or the equivalent) of such securitization trust (or the holder of the related controlling companion loan in the case of a servicing shift whole loan) may direct or advise the special servicer for the related securitization trust (or, with respect to a servicing shift whole loan prior to the related servicing shift securitization date, the applicable special servicer under the pooling and servicing agreement for this securitization) to take actions that conflict with the interests of the holders of certain classes of the certificates. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and“Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

You will be acknowledging and agreeing, by your purchase of offered certificates, that any companion loan holder:

● may have special relationships and interests that conflict with those of holders of one or more classes of certificates;

● may act solely in its own interests, without regard to your interests;

● do not have any duties to any other person, including the holders of any class of certificates;

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● may take actions that favor its interests over the interests of the holders of one or more classes of certificates; and

● will have no liability whatsoever for having so acted and that no certificateholder may take any action whatsoever against the companion loan holder or its representative or any director, officer, employee, agent or principal of the companion loan holder or its representative for having so acted.

Risks Relating to Modifications of the Mortgage Loans

As delinquencies or defaults occur, the related special servicer will be required to utilize an increasing amount of resources to work with borrowers to maximize collections on the mortgage loans serviced by it. This may include modifying the terms of such mortgage loans that are in default or whose default is reasonably foreseeable. At each step in the process of trying to bring a defaulted mortgage loan current or in maximizing proceeds to the issuing entity, the applicable special servicer will be required to invest time and resources not otherwise required when collecting payments on performing mortgage loans. Modifications of mortgage loans implemented by the applicable special servicer in order to maximize ultimate proceeds of such mortgage loans to the issuing entity may have the effect of, among other things, reducing or otherwise changing the mortgage rate, forgiving or forbearing payments of principal, interest or other amounts owed under the mortgage loan, extending the final maturity date of the mortgage loan, capitalizing or deferring delinquent interest and other amounts owed under the mortgage loan, forbearing payment of a portion of the principal balance of the mortgage loan or any combination of these or other modifications.

Any modified mortgage loan may remain in the issuing entity, and the modification may result in a reduction in (or may eliminate) the funds received in respect of such mortgage loan. In particular, any modification to reduce or forgive the amount of interest payable on the mortgage loan will reduce the amount of cash flow available to make distributions of interest on the certificates, which will likely impact the most subordinated classes of certificates that suffer the shortfall. To the extent the modification defers principal payments on the mortgage loan (including as a result of an extension of its stated maturity date), certificates entitled to principal distributions will likely be repaid more slowly than anticipated, and if principal payments on the mortgage loan are forgiven, the reduction will cause a write-down of the certificate balances of the certificates in reverse order of seniority. See “Description of the Certificates—Subordination; Allocation of Realized Losses”.

The ability to modify mortgage loans by the special servicers may be limited by several factors. First, if a special servicer has to consider a large number of modifications, operational constraints may affect the ability of such special servicer to adequately address all of the needs of the borrowers. Furthermore, the terms of the related servicing agreement may prohibit a special servicer from taking certain actions in connection with a loan modification, such as an extension of the loan term beyond a specified date such as a specified number of years prior to the rated final distribution date. You should consider the importance of the role of the special servicers in maximizing collections for the transaction and the impediments the special servicers may encounter when servicing delinquent or defaulted mortgage loans. In some cases, failure by a special servicer to timely modify the terms of a defaulted mortgage loan may reduce amounts available for distribution on the certificates in respect of such mortgage loan, and consequently may reduce amounts available for distribution to the related certificates. In addition, even if a loan modification is successfully completed, we cannot assure you that the related borrower will continue to perform under the terms of the modified mortgage loan.

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Modifications that are designed to maximize collections in the aggregate may adversely affect a particular class of certificates. The pooling and servicing agreement obligates the special servicers not to consider the interests of individual classes of certificates. You should note that in connection with considering a modification or other type of loss mitigation, the special servicers may incur or bear related out-of-pocket expenses, such as appraisal fees, which would be reimbursed to the applicable special servicer from the transaction as servicing advances and paid from amounts received on the modified loan or from other mortgage loans in the mortgage pool but in each case, prior to distributions being made on the certificates.

Sponsors May Not Make Required Repurchases or Substitutions of Defective Mortgage Loans or Pay Any Loss of Value Payment Sufficient to Cover All Losses on a Defective Mortgage Loan

Each sponsor is the sole warranting party in respect of the mortgage loans (or portion thereof) sold by such sponsor to us. Neither we nor any of our affiliates (except Morgan Stanley Mortgage Capital Holdings LLC in its capacity as a sponsor) is obligated to repurchase or substitute any mortgage loan or make any payment to compensate the issuing entity in connection with a breach of any representation or warranty of a sponsor or any document defect, if the sponsor defaults on its obligation to do so. We cannot assure you that the sponsors or, notwithstanding the existence of any guarantee, any related guarantor, will effect such repurchases or substitutions or make such payment to compensate the issuing entity. Although a loss of value payment may only be made by the related mortgage loan seller to the extent that the applicable special servicer deems such amount to be sufficient to compensate the issuing entity for such material defect or material breach, we cannot assure you that such loss of value payment will fully compensate the issuing entity for such material defect or material breach in all respects. In particular, in the case of a non-serviced whole loan that is serviced under the related non-serviced pooling and servicing agreement entered into in connection with the securitization of the relatedpari passu companion loan, the asset representations reviewer under that pooling and servicing agreement, if any, may review the diligence file relating to suchpari passu companion loan concurrently with the review of the asset representations reviewer of the related mortgage loan for this transaction, and their findings may be inconsistent, and such inconsistency may allow the related mortgage loan seller to challenge the findings of the asset representations reviewer of the affected mortgage loan. In addition, the sponsors may have various legal defenses available to them in connection with a repurchase or substitution obligation or an obligation to pay the loss of value payment. Any mortgage loan that is not repurchased or substituted and that is not a “qualified mortgage” for a REMIC may cause designated portions of the issuing entity to fail to qualify as a REMIC or cause the issuing entity to incur a tax.

Each sponsor has only limited assets with which to fulfill any obligations on its part that may arise as a result of a material document defect or a material breach of any of the sponsor’s representations or warranties. We cannot assure you that a sponsor has or will have sufficient assets with which to fulfill any obligations on its part that may arise, or that any such entity will maintain its existence.

See “Description of the Mortgage Loan Purchase Agreements”.

Risks Relating to Interest on Advances and Special Servicing Compensation

To the extent described in this prospectus, each master servicer, each special servicer and the trustee will each be entitled to receive interest on unreimbursed advances made by it at the “Prime Rate” as published inThe Wall Street Journal. This interest will generally

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accrue from the date on which the related advance is made or the related expense is incurred to the date of reimbursement. In addition, under certain circumstances, including delinquencies in the payment of principal and/or interest, a mortgage loan will be specially serviced and the applicable special servicer will be entitled to compensation for special servicing activities. The right to receive interest on advances or special servicing compensation is senior to the rights of certificateholders to receive distributions on the offered certificates. The payment of interest on advances and the payment of compensation to the applicable special servicer may lead to shortfalls in amounts otherwise distributable on your certificates.

Bankruptcy of a Servicer May Adversely Affect Collections on the Mortgage Loans and the Ability to Replace the Servicer

Each master servicer or special servicer may be eligible to become a debtor under the federal bankruptcy code or enter into receivership under the Federal Deposit Insurance Act (“FDIA”). If a master servicer or special servicer, as applicable, were to become a debtor under the federal bankruptcy code or enter into receivership under the FDIA, although the pooling and servicing agreement provides that such an event would entitle the issuing entity to terminate the applicable master servicer or special servicer, as applicable, the provision would most likely not be enforceable. However, a rejection of the pooling and servicing agreement by a master servicer or special servicer, as applicable, in a bankruptcy proceeding or repudiation of the pooling and servicing agreement in a receivership under the FDIA would be treated as a breach of the pooling and servicing agreement and give the issuing entity a claim for damages and the ability to appoint a successor master servicer or special servicer, as applicable. An assumption under the federal bankruptcy code would require the applicable master servicer or special servicer, as applicable, to cure its pre-bankruptcy defaults, if any, and demonstrate that it is able to perform following assumption. The bankruptcy court may permit the applicable master servicer or special servicer, as applicable, to assume the servicing agreement and assign it to a third party. An insolvency by an entity governed by state insolvency law would vary depending on the laws of the particular state. We cannot assure you that a bankruptcy or receivership of a master servicer or special servicer, as applicable, would not adversely impact the servicing of the related mortgage loans or the issuing entity would be entitled to terminate the applicable master servicer or special servicer, as applicable, in a timely manner or at all.

If any master servicer or special servicer, as applicable, becomes the subject of bankruptcy or similar proceedings, the issuing entity claim to collections in that master servicer or special servicer’s, as applicable, possession at the time of the bankruptcy filing or other similar filing may not be perfected. In this event, funds available to pay principal and interest on your certificates may be delayed or reduced.

The Sponsors, the Depositor and the Issuing Entity Are Subject to Bankruptcy or Insolvency Laws That May Affect the Issuing Entity’s Ownership of the Mortgage Loans

In the event of the bankruptcy or insolvency of a sponsor or the depositor, it is possible the issuing entity’s right to payment from or ownership of the mortgage loans could be challenged, and if such challenge were successful, delays, reductions in payments and/or losses on the certificates could occur.

The transfer of the mortgage loans by the sponsors in connection with this offering is not expected to qualify for the securitization safe harbor adopted by the Federal Deposit Insurance Corporation (the “FDIC”) for securitizations sponsored by insured depository institutions. However, the safe harbor is non-exclusive.

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In the case of each sponsor, an opinion of counsel will be rendered on the closing date, based on certain facts and assumptions and subject to certain qualifications, to the effect that the transfer of the related mortgage loans by such sponsor to the depositor would generally be respected in the event of a bankruptcy or insolvency of such sponsor. A legal opinion is not a guaranty as to what any particular court would actually decide, but rather an opinion as to the decision a court would reach if the issues are competently presented and the court followed existing precedent as to legal and equitable principles applicable in bankruptcy cases. In any event, we cannot assure you that the Federal Deposit Insurance Corporation, a bankruptcy trustee or another interested party, as applicable, would not attempt to assert that such transfer was not a sale. Even if a challenge were not successful, it is possible that payments on the certificates would be delayed while a court resolves the claim.

In addition, since the issuing entity is a common law trust, it may not be eligible for relief under the federal bankruptcy laws, unless it can be characterized as a “business trust” for purposes of the federal bankruptcy laws. Bankruptcy courts look at various considerations in making this determination, so it is not possible to predict with any certainty whether or not the issuing entity would be characterized as a “business trust”. Regardless of whether a bankruptcy court ultimately determines that the issuing entity is a “business trust”, it is possible that payments on the offered certificates would be delayed while the court resolved the issue.

Title II of the Dodd-Frank Act provides for an orderly liquidation authority (“OLA”) under which the FDIC can be appointed as receiver of certain systemically important non-bank financial companies and their direct or indirect subsidiaries in certain cases. We make no representation as to whether this would apply to any of the sponsors. In January 2011, the then-acting general counsel of the FDIC issued a letter (the “Acting General Counsel’s Letter”) in which he expressed his view that, under then-existing regulations, the FDIC, as receiver under the OLA, would not, in the exercise of its OLA repudiation powers, recover as property of a financial company assets transferred by the financial company,provided that the transfer satisfies the conditions for the exclusion of assets from the financial company’s estate under the federal bankruptcy code. The letter further noted that, while the FDIC staff may be considering recommending further regulations under OLA, the acting general counsel would recommend that such regulations incorporate a 90-day transition period for any provisions affecting the FDIC’s statutory power to disaffirm or repudiate contracts. If, however, the FDIC were to adopt a different approach than that described in the Acting General Counsel’s Letter, delays or reductions in payments on the offered certificates would occur.

The Requirement of the Special Servicers to Obtain FIRREA-Compliant Appraisals May Result in an Increased Cost to the Issuing Entity

Each appraisal obtained pursuant to the pooling and servicing agreement is required to contain a statement, or is accompanied by a letter from the appraiser, to the effect that the appraisal was performed in accordance with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (“FIRREA”), as in effect on the date such appraisal was obtained. Any such appraisal is likely to be more expensive than an appraisal that is not FIRREA compliant. Such increased cost could result in losses to the issuing entity. Additionally, FIRREA compliant appraisals are required to assume a value determined by a typically motivated buyer and seller, and could result in a higher appraised value than one not prepared assuming a forced liquidation or other distress situation. In addition, because a FIRREA compliant appraisal may result in a higher valuation than a non-FIRREA compliant appraisal, there may be a delay in calculating and applying appraisal reductions, which could result in the holders of a given class of certificates continuing to

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hold the full non-notionally reduced amount of such certificates for a longer period of time than would be the case if a non-FIRREA compliant appraisal were obtained.

Tax Matters and Changes in Tax Law May Adversely Impact the Mortgage Loans or Your Investment

Tax Considerations Relating to Foreclosure

If the issuing entity acquires a mortgaged property (or, in the case of a non-serviced mortgage loan, a beneficial interest in a mortgaged property) subsequent to a default on the related mortgage loan pursuant to a foreclosure or deed-in-lieu of foreclosure, the applicable special servicer (or, in the case of a non-serviced mortgage loan, the related non-serviced special servicer) would be required to retain an independent contractor to operate and manage such mortgaged property. Among other restrictions, the independent contractor generally will not be able to perform construction work other than repair, maintenance or certain types of tenant build-outs, unless the construction was more than 10% completed when the mortgage loan defaulted or when the default of the mortgage loan became imminent. Generally, any (i) net income from such operation (other than qualifying “rents from real property”), (ii) rental income based on the net profits of a tenant or sub-tenant or allocable to a service that is non-customary in the area and for the type of property involved and (iii) rental income attributable to personal property leased in connection with a lease of real property, if the rent attributable to the personal property exceeds 15% of the total rent for the taxable year, will subject the Lower-Tier REMIC to federal tax (and possibly state or local tax) on such income at the corporate tax rate. No determination has been made whether any portion of the income from the mortgaged properties constitutes “rent from real property”. Any such imposition of tax will reduce the net proceeds available for distribution to certificateholders. The applicable special servicer (or, in the case of a non-serviced mortgage loan, the related non-serviced special servicer) may permit the Lower-Tier REMIC to earn “net income from foreclosure property” that is subject to tax if it determines that the net after-tax benefit to holders of certificates and any related companion loan holder, as a collective whole, could reasonably be expected to be greater than under another method of operating or leasing the mortgaged property. See “Pooling and Servicing Agreement—Realization Upon Mortgage Loans”. In addition, if the issuing entity were to acquire one or more mortgaged properties (or, in the case of a non-serviced mortgage loan, a beneficial interest in a mortgaged property) pursuant to a foreclosure or deed-in-lieu of foreclosure, upon acquisition of those mortgaged properties (or, in the case of a non-serviced mortgage loan, a beneficial interest in a mortgaged property), the issuing entity may in certain jurisdictions, particularly in New York, be required to pay state or local transfer or excise taxes upon liquidation of such properties. Such state or local taxes may reduce net proceeds available for distribution to the certificateholders.

When foreclosing on a real estate mortgage, a REMIC is generally limited to taking only the collateral that will qualify as “foreclosure property” within the meaning of the REMIC provisions. Foreclosure property includes only the real property (ordinarily the land and structures) securing the real estate mortgage and personal property incident to such real property.

REMIC Status

If an entity intended to qualify as a REMIC fails to satisfy one or more of the REMIC provisions of the United States Internal Revenue Code of 1986, as amended, during any taxable year, the United States Internal Revenue Code of 1986, as amended, provides that such entity will not be treated as a REMIC for such year and any year thereafter. In such

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event, the relevant entity would likely be treated as an association taxable as a corporation under the United States Internal Revenue Code of 1986, as amended. If designated portions of the issuing entity are so treated, the offered certificates may be treated as stock interests in an association and not as debt instruments.

Material Federal Tax Considerations Regarding Original Issue Discount

One or more classes of offered certificates may be issued with “original issue discount” for federal income tax purposes, which generally would result in the holder recognizing taxable income in advance of the receipt of cash attributable to that income. Investors must have sufficient sources of cash to pay any federal, state or local income taxes with respect to the original issue discount. In addition, such original issue discount will be required to be accrued and included in income based on the assumption that no defaults will occur and no losses will be incurred with respect to the mortgage loans. This could lead to the inclusion of amounts in ordinary income early in the term of the certificate that later prove uncollectible, giving rise to an ordinary deduction or a capital loss.

DESCRIPTION OF THE MORTGAGE POOL

General

The assets of the issuing entity will consist of a pool of 42 fixed rate mortgage loans (the “Mortgage Loans” or, collectively, the “Mortgage Pool”) with an aggregate principal balance as of the Cut-off Date of $688,200,694 (the “Initial Pool Balance”). The “Cut-off Date” means the respective due dates for such Mortgage Loans in April 2018 (or, in the case of any Mortgage Loan that has its first due date after April 2018, the date that would have been its due date in April 2018 under the terms of that Mortgage Loan if a monthly debt service payment were scheduled to be due in that month).

8 of the Mortgage Loans, representing approximately 60.2% of the Initial Pool Balance, are each part of a larger whole loan, each of which is comprised of the related Mortgage Loan and one or more loans that arepari passu in right of payment to the related Mortgage Loan (collectively referred to in this prospectus as “Pari Passu Companion Loans”) and/or are subordinate in right of payment to the related Mortgage Loan (referred to in this prospectus as a “Subordinate Companion Loan”). The Pari Passu Companion Loans and the Subordinate Companion Loans are collectively referred to as the “Companion Loans”). Each Mortgage Loan and the related Companion Loans are collectively referred to as a “Whole Loan”. Each Companion Loan is secured by the same mortgage and the same single assignment of leases and rents securing the related Mortgage Loan. See “—The Whole Loans” below for more information regarding the rights of the holders of any Companion Loan.

The Mortgage Loans were selected for this transaction from mortgage loans specifically originated for securitizations of this type by the mortgage loan sellers and their respective affiliates, or originated by others and acquired by the mortgage loan sellers specifically for a securitization of this type, in either case, taking into account, among other factors, rating agency criteria and anticipated feedback from investors in the most subordinate certificates, property type and geographic location.

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The Mortgage Loans were originated, co-originated or acquired by the mortgage loan sellers set forth in the following chart and such entities will sell their respective Mortgage Loans to the depositor, which will in turn sell the Mortgage Loans to the issuing entity:

Sellers of the Mortgage Loans

Mortgage Loan Seller	Originator(1)	Number of Mortgage Loans	Number of Mortgaged Properties	Aggregate Cut-off Date Balance of Mortgage Loans	Approx. % of Initial Pool Balance
Wells Fargo Bank, National Association	Wells Fargo Bank, National Association	9	15	$329,981,029	47.9	%
Bank of America, National Association	Bank of America, National Association	12	38	198,219,232	28.8
Morgan Stanley Mortgage Capital Holdings LLC	Morgan Stanley Bank, N.A.	8	10	107,994,183	15.7
National Cooperative Bank, N.A.	National Cooperative Bank, N.A. or National Consumer Cooperative Bank(2)	13	13	52,006,249	7.6
Total		42	76	$688,200,694	100.0	%

⁽¹⁾ Certain of the Mortgage Loans are part of Whole Loans that were co-originated by the related mortgage loan seller (or one of its affiliates) and another entity. See “���Co-Originated Whole Loans” below.

⁽²⁾ With respect to the Mortgage Loans to be contributed by National Cooperative Bank, N.A., 11 of such Mortgage Loans, representing approximately 6.9% of the Initial Pool Balance, were originated by National Consumer Cooperative Bank, and 2 of such Mortgage Loans, representing approximately 0.7% of the Initial Pool Balance, were originated by National Cooperative Bank, N.A.

Each Mortgage Loan is evidenced by one or more promissory notes or similar evidence of indebtedness (each a “Mortgage Note”) and, in each case, is secured by (or, in the case of an indemnity deed of trust, backed by a guaranty that is secured by) one or more mortgages, deeds of trust or other similar security instruments (each, a “Mortgage”) creating a first lien on a fee simple and/or leasehold interest in one or more commercial, multifamily, manufactured housing community or residential cooperative real properties (each, a “Mortgaged Property”).

The Mortgage Loans are generally non-recourse loans. In the event of a borrower default on a non-recourse Mortgage Loan, recourse may be had only against the specific Mortgaged Property or Mortgaged Properties and the other limited assets securing such Mortgage Loan, and not against the related borrower’s other assets. The Mortgage Loans are not insured or guaranteed by the sponsors, the mortgage loan sellers or any other person or entity unrelated to the respective borrower. You should consider all of the Mortgage Loans to be non-recourse loans as to which recourse in the case of default will be limited to the specific property and other assets, if any, pledged to secure the related Mortgage Loan.

Co-Originated Whole Loans

The following Mortgage Loans are part of Whole Loans that were co-originated by the related mortgage loan seller(or one of its affiliates) and another entity:

● The Twelve Oaks Mall Mortgage Loan, representing approximately 9.7% of the Initial Pool Balance, is part of a Whole Loan that was co-originated by Goldman

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Sachs Mortgage Company, Wells Fargo Bank, National Association and JPMorgan Chase Bank, National Association. Such Mortgage Loan was underwritten pursuant to the underwriting guidelines for Wells Fargo Bank, National Association.

● The Apple Campus 3 Mortgage Loan, representing approximately 9.2% of the Initial Pool Balance, is part of a Whole Loan that was co-originated by Wells Fargo Bank, National Association, Deutsche Bank AG, acting through its New York Branch, and Goldman Sachs Mortgage Company. Such Mortgage Loan was underwritten pursuant to the underwriting guidelines for Wells Fargo Bank, National Association.

● The Gateway Mortgage Loan, representing approximately 4.0% of the Initial Pool Balance, is part of a Whole Loan that was co-originated by Deutsche Bank AG, acting through its New York Branch, and Bank of America, National Association. Such Mortgage Loan was underwritten pursuant to the underwriting guidelines for Bank of America, National Association.

Certain Calculations and Definitions

This prospectus sets forth certain information with respect to the Mortgage Loans and the Mortgaged Properties. The sum in any column of the tables presented in Annex A-2 or Annex A-3 may not equal the indicated total due to rounding. The information in Annex A-1 with respect to the Mortgage Loans (or Whole Loans, if applicable) and the Mortgaged Properties is based upon the pool of the Mortgage Loans as it is expected to be constituted as of the close of business on April 26, 2018 (the “Closing Date”), assuming that (i) all scheduled principal and interest payments due on or before the Cut-off Date will be made and (ii) there will be no principal prepayments on or before the Closing Date. The statistics in Annex A-1, Annex A-2 and Annex A-3 were primarily derived from information provided to the depositor by each sponsor, which information may have been obtained from the borrowers.

From time to time, a particular Mortgage Loan or Whole Loan may be identified in this prospectus by name (for example, the Twelve Oaks Mall Mortgage Loan or the Twelve Oaks Mall Whole Loan); when that occurs, we are referring to the Mortgage Loan or Whole Loan, as the case may be, secured by the Mortgaged Property or portfolio of Mortgaged Properties identified by that name on Annex A-1. From time to time, a particular Mortgaged Property may be referred to by name (for example, the Twelve Oaks Mall Mortgaged Property); when that occurs, we are referring to the Mortgaged Property or portfolio of Mortgaged Properties identified by that name on Annex A-1. From time to time, a particular Companion Loan may be identified by name (for example, the Twelve Oaks Mall Companion Loan); when that occurs, we are referring to the (or, if applicable, an individual) Companion Loan secured by the Mortgaged Property or portfolio of Mortgaged Properties identified by that name on Annex A-1.

All percentages of the Mortgage Loans and Mortgaged Properties, or of any specified group of Mortgage Loans and Mortgaged Properties, referred to in this prospectus without further description are approximate percentages of the Initial Pool Balance by Cut-off Date Balances and/or the allocated loan amount allocated to such Mortgaged Properties as of the Cut-off Date.

All information presented in this prospectus with respect to each Mortgage Loan with one or more Pari Passu Companion Loans is calculated in a manner that reflects the aggregate indebtedness evidenced by that Mortgage Loan and the related Pari Passu Companion Loan(s), unless otherwise indicated. All information presented in this prospectus with

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respect to the Mortgage Loans with a related Subordinate Companion Loan is calculated without regard to any such Subordinate Companion Loan, unless otherwise indicated.

Definitions

For purposes of this prospectus, including the information presented in the Annexes, the indicated terms have the following meanings (with respect to the Mortgage Loans secured by residential cooperative properties, the following is supplemented and modified as provided in “—Certain Characteristics of Mortgage Loans Secured by Residential Cooperatives” below):

“ADR” means, for any hospitality property, average daily rate.

“Annual Debt Service” generally means, for any Mortgage Loan, 12 times the monthly payment in effect as of the Cut-off Date,provided that:

● in the case of a Mortgage Loan that provides for interest-only payments through maturity or the Anticipated Repayment Date, as applicable, such term means the aggregate interest payments scheduled to be due on the Due Date following the Cut-off Date and the 11 Due Dates thereafter for such Mortgage Loan;

● in the case of a Mortgage Loan that provides for an initial interest-only period and provides for scheduled amortization payments after the expiration of such interest-only period prior to the maturity date or the Anticipated Repayment Date, as applicable, such terms means 12 times the monthly payment of principal and interest payable during the amortization period; and

● in the case of a Mortgage Loan that provides for monthly payments in accordance with a specified payment schedule, ”Annual Debt Service” means 12 times the average of the principal and interest payments for the first 12 payment periods of the Mortgage Loan following the Cut-off Date, or, if such Mortgage Loan provides for an initial interest-only period and provides for amortization payments in accordance with a specified payment schedule after the expiration of such interest-only period prior to the maturity date or the Anticipated Repayment Date, as applicable, such terms means 12 times the average of the principal and interest payments for the first 12 payment periods during the amortization period.

Monthly debt service and the debt service coverage ratios are also calculated using the monthly payment in effect as of the Cut-off Date, subject to the proviso to the prior sentence. Annual Debt Service is calculated with regard to the related Mortgage Loan included in the issuing entity only, unless otherwise expressly indicated.

“Appraised Value” means, for any Mortgaged Property, the appraiser’s adjusted value of such Mortgaged Property as determined by the most recent third party appraisal of the Mortgaged Property available to the related mortgage loan seller as set forth under “Appraised Value” on Annex A-1. The Appraised Value set forth on Annex A-1 is the “as-is” value unless otherwise specified in this prospectus, on Annex A-1 and/or the related footnotes. In certain cases, appraisals may reflect both the “as-is” value and an “as-stabilized”, “as-complete” or other hypothetical value. However, the appraised value reflected in this prospectus with respect to each mortgaged property reflects only the “as-is” value unless otherwise specified. Any non-“as-is” value may be based on certain assumptions, such as future construction completion, projected re-tenanting or increased tenant occupancies. We cannot assure you that those assumptions are or will be accurate or that any such non-“as-is” value will be the value of the related mortgaged property at

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maturity or other specified date. In addition, with respect to certain mortgage loans secured by multiple mortgaged properties, the appraised value may be an “as portfolio” value that assigns a premium to the value of the mortgaged properties as a whole, which value exceeds the sum of their individual appraised values. With respect to any Mortgage Loan that is a part of a Whole Loan, the Appraised Value is based on the appraised value of the related Mortgaged Property that secures the entire Whole Loan. See “Description of the Mortgage Pool—Appraised Value”. For additional information related to calculation of “Appraised Value” for Mortgage Loans secured by residential cooperatives see “—Certain Characteristics of Mortgage Loans Secured by Residential Cooperatives” below.

In the following cases, the Appraised Value set forth in this prospectus and on Annex A-1 is not the “as-is” appraised value, but is instead calculated based on the condition(s) set forth in the table below:

Mortgage Loan or Mortgaged Property Name	% of Initial Pool Balance by Allocated Loan Amount		Cut-off Date LTV Ratio (Other Than “As-Is”)		LTV Ratio at Maturity or ARD (“Other Than As-Is”)		Other than “As-Is” Appraised Value	Cut-off Date LTV Ratio (“As-Is”)		LTV Ratio at Maturity or ARD (“As-Is”)		“As-Is” Appraised Value
Extra Space - TIAA Self Storage Portfolio(1)	9.6	%	58.1	%	58.1	%	$394,160,000	64.0	%	64.0	%	$357,990,000
Apple Campus 3(2)	9.2	%	44.0	%	44.0	%	$773,600,000	54.4	%	54.4	%	$624,600,000
One Dulles Tower(3)	9.2	%	71.5	%	71.5	%	$212,500,000	80.1	%	80.1	%	$189,800,000
Northwest Hotel Portfolio(4)	5.9	%	65.3	%	49.0	%	$173,500,000	72.7	%	54.6	%	$155,700,000

⁽¹⁾ With respect to the Extra Space - TIAA Self Storage Portfolio Mortgaged Properties, representing approximately 9.6% of the Initial Pool Balance, the Appraised Value represents an “as-is portfolio” appraised value which reflects a 10.1% premium attributed to the aggregate “as-is” value of the Extra Space - TIAA Self Storage Portfolio Mortgaged Properties as a whole.

⁽²⁾ With respect to the Apple Campus 3 Mortgaged Property, representing approximately 9.2% of the Initial Pool Balance, the Appraised Value represents the “as-stabilized” appraised value, which assumes all outstanding free rent and leasing commissions have been paid and tenant improvements have been completed. All outstanding free rent, tenant improvements and leasing commissions were reserved for at the origination of the Mortgage Loan.

⁽³⁾ With respect to the One Dulles Tower Mortgage Loan, representing approximately 9.2% of the Initial Pool Balance, the Appraised Value represents the “as-stabilized” appraised value, which assumes that all outstanding free rent and leasing commissions have been paid and tenant improvements have been completed. All outstanding free rent, tenant improvements and leasing commissions were reserved for at the origination of the Mortgage Loan.

⁽⁴⁾ With respect to the Northwest Hotel Portfolio Mortgaged Properties, representing approximately 5.9% of the Initial Pool Balance, the Appraised Value represents the “as completed” appraised value, which assumes property improvement plans (“PIPs”) at the Hilton Garden Inn Bend, Hilton Garden Inn Salt Lake City Downtown, Hampton Inn & Suites Coeur d’Alene, Hampton Inn & Suites Boise Spectrum and La Quinta Inns & Suites Twin Falls Mortgaged Properties have been completed. All outstanding PIPs were reserved for at the origination of the Mortgage Loan.

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Twelve Oaks Mall, representing approximately 9.7% of the Initial Pool Balance, the Appraised Value includes certain unimproved areas (currently comprised of parking areas adjacent to non-collateral anchor tenant pads and an undeveloped approximately 24.8 acre outlot) that are susceptible of a conditional free release. The total land area of the Mortgaged Property is 108.33 acres. The Appraised Value of the Mortgaged Property is $552.9 million, using the income approach of valuation. The appraisal separately assigned a value of $20.5 million to the total land area of the Mortgaged Property using the comparable sales approach of valuation.

“Balloon Balance” means, with respect to any Mortgage Loan, the principal amount that will be due at maturity (or, in the case of any ARD Loan, at the related Anticipated Repayment Date) for such Mortgage Loan, assuming no payment defaults or principal prepayments.

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“Cash Flow Analysis” is, with respect to one or more of the Mortgaged Properties securing a Mortgage Loan among the 15 largest Mortgage Loans or groups of cross-collateralized Mortgage Loans, a summary presentation of certain adjusted historical financial information provided by the related borrower, and a calculation of the Underwritten Net Cash Flow expressed as (a) “Effective Gross Income”minus (b) “Total Operating Expenses” and underwritten replacement reserves and (if applicable) tenant improvements and leasing commissions. For this purpose:

● “Effective Gross Income” means, with respect to any Mortgaged Property, the revenue derived from the use and operation of that property, less allowances for vacancies, concessions and credit losses. The “revenue” component of such calculation was generally determined on the basis of the information described with respect to the “revenue” component described under “Underwritten Net Cash Flow” below. In general, any non-recurring revenue items and non-property related revenue are eliminated from the calculation of Effective Gross Income.

● “Total Operating Expenses” means, with respect to any Mortgaged Property, all operating expenses associated with that property, including, but not limited to, utilities, administrative expenses, repairs and maintenance, management fees, advertising costs, insurance premiums, real estate taxes and (if applicable) ground rent. Such expenses were generally determined on the basis of the same information as the “expense” component described under “Underwritten Net Cash Flow” below.

To the extent available, selected historical income, expenses and net income associated with the operation of the related Mortgaged Property securing each Mortgage Loan or group of cross-collateralized Mortgage Loans appear in each cash flow summary contained in Annex A-3. Such information is one of the sources (but not the only source) of information on which calculations of Underwritten Net Cash Flow are based. The historical information presented is derived from audited and/or unaudited financial statements provided by the borrowers. The historical information in the cash flow summaries reflects adjustments made by the mortgage loan seller to exclude certain items contained in the related financial statements that were not considered in calculating Underwritten Net Cash Flow and is presented in a different format from the financial statements to show a comparison to the Underwritten Net Cash Flow. In general, solely for purposes of the presentation of historical financial information, the amount set forth under the caption “gross income” consists of the “total revenues” set forth in the applicable financial statements (including (as and to the extent stated) rental revenues, tenant reimbursements and recovery income (and, in the case of hospitality properties and certain other property types, parking income, telephone income, food and beverage income, laundry income and other income), with adjustments to exclude amounts recognized on the financial statements under a straight-line method of recognizing rental income (including increases in minimum rents and rent abatements) from operating leases over their lives and items indicated as extraordinary or one-time revenue collections or considered nonrecurring in property operations. The amount set forth under the caption “expenses” in the historical financial information consists of the total expenses set forth in the applicable financial statements, with adjustments to exclude allocated parent company expenses, restructuring charges and charges associated with employee severance and termination benefits, interest expenses paid to company affiliates or unrelated third parties, charges for depreciation and amortization and items indicated as extraordinary or one-time losses or considered nonrecurring in property operations. 

The selected historical information presented in the cash flow summaries is derived from audited and/or unaudited financial statements furnished by the respective borrowers which have not been verified by the depositor, any underwriters, the mortgage loan sellers or any

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other person. Audits or other verification of such financial statements could result in changes thereto, which could in turn result in the historical net income presented herein being overstated or understated.

The “Cut-off Date Balance” of any Mortgage Loan will be the unpaid principal balance of that Mortgage Loan, as of the Cut-off Date for such Mortgage Loan, after application of all payments due on or before that date, whether or not received.

An “LTV Ratio” for any Mortgage Loan, as of any date of determination, is a fraction, expressed as a percentage, the numerator of which is the scheduled principal balance of the Mortgage Loan as of that date (assuming no defaults or prepayments on the Mortgage Loan prior to that date), and the denominator of which is the Appraised Value.

With respect to Mortgage Loans which have an Appraised Value other than an “as-is” appraised value, or have an “as portfolio” value, as set forth in the definition of “Appraised Value” above, the LTV Ratio is, unless otherwise expressly indicated, based on such non-“as-is” or “as portfolio” Appraised Value.

With respect to a Mortgage Loan that is part of a Whole Loan, unless otherwise expressly indicated, LTV Ratios were calculated based on the aggregate principal balance of such Mortgage Loan and any related Pari Passu Companion Loan(s) (but excluding any related Subordinate Companion Loan).

With respect to a Mortgage Loan that is part of a portion of a cross-collateralized group of Mortgage Loans, unless otherwise expressly indicated, the related LTV Ratio is the fraction, expressed as a percentage, the numerator of which is the scheduled principal balance of all the Mortgage Loans in the cross-collateralized group and the denominator of which is the aggregate of the Appraised Values of all the Mortgaged Properties related to the cross-collateralized group (without regard to any limitation on the amount of indebtedness secured by any Mortgaged Property in such cross-collateralized group).

The LTV Ratio as of the related maturity date or, if applicable, the Anticipated Repayment Date, set forth in Annex A-2 was calculated based on the principal balance of the related Mortgage Loan on the related maturity date or Anticipated Repayment Date, as the case may be, assuming all principal payments required to be made on or prior to the related maturity date or, if applicable, the Anticipated Repayment Date (in either case, not including the balloon payment) are made. In addition, because it is based on the value of a Mortgaged Property determined as of loan origination, the information set forth in this prospectus in Annex A-1 and in Annex A-2 is not necessarily a reliable measure of the related borrower’s current equity in each Mortgaged Property. In a declining real estate market, the appraised value of a Mortgaged Property could have decreased from the appraised value determined at origination and the current actual LTV Ratio of a Mortgage Loan and the LTV Ratio at maturity or anticipated repayment date may be higher than its LTV Ratio at origination even after taking into account amortization since origination. See “Risk Factors—Risks Relating to the Mortgage Loans—Appraisals May Not Reflect Current or Future Market Value of Each Property”.

“Cut-off Date Loan-to-Value Ratio” or “Cut-off Date LTV Ratio” generally means the ratio, expressed as a percentage, of the Cut-off Date Balance of a Mortgage Loan to the Appraised Value of the related Mortgaged Property or Mortgaged Properties determined as described under “—Appraised Value”.

With respect to Mortgage Loans which have an Appraised Value other than an “as-is” appraised value, or have an “as portfolio” value, as set forth in the definition of “Appraised

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Value” above, the Cut-off Date LTV Ratio is, unless otherwise expressly indicated, based on such non-“as-is” or “as portfolio” Appraised Value.

With respect to a Mortgage Loan that is part of a Whole Loan, unless otherwise expressly indicated, the Cut-off Date LTV Ratio was calculated based on the aggregate principal balance of such Mortgage Loan and any related Pari Passu Companion Loan(s) (but excluding any related Subordinate Companion Loan) as of the Cut-off Date.

With respect to a Mortgage Loan that is part of a cross-collateralized group of Mortgage Loans, unless otherwise expressly indicated, the related Cut-off Date LTV Ratio is the fraction, expressed as a percentage, the numerator of which is the scheduled principal balance of all the Mortgage Loans in the cross-collateralized group as of the Cut-off Date, and the denominator of which is the aggregate of the Appraised Values of all the Mortgaged Properties related to the cross-collateralized group (without regard to any limitation on the amount of indebtedness secured by any Mortgaged Property in such cross-collateralized group). On an individual basis, without regard to the cross-collateralization feature, any particular Mortgage Loan that is part of a group of cross-collateralized Mortgage Loans may have a higher (and perhaps substantially higher) Cut-off Date LTV Ratio than is shown on Annex A-1.

Because the Appraised Values of the Mortgaged Properties were determined prior to origination, the information set forth in this prospectus, including the Annexes hereto, is not necessarily a reliable measure of property value or the related borrower’s current equity in each Mortgaged Property. In a declining real estate market, the appraised value of a Mortgaged Property may have decreased from the appraised value determined at origination and the current actual cut-off date loan-to-value ratio of a Mortgage Loan may be higher than the Cut-off Date LTV Ratio that we present in this prospectus, even after taking into account any amortization since origination. No representation is made that any Appraised Value presented in this prospectus would approximate either the value that would be determined in a current appraisal of the related Mortgaged Property or the amount that would be realized upon a sale of that property. See “Risk Factors—Risks Relating to the Mortgage Loans—Appraisals May Not Reflect Current or Future Market Value of Each Property”.

“Debt Service Coverage Ratio”, “DSCR”, “Underwritten Debt Service Coverage Ratio”, “U/W NCF DSCR” or “U/W DSCR” generally means the ratio of the Underwritten Net Cash Flow for the related Mortgaged Property or Mortgaged Properties to the Annual Debt Service as shown on Annex A-1.

With respect to a Mortgage Loan that is part of a Whole Loan, unless otherwise expressly indicated, such debt service coverage ratio was calculated based on the aggregate Annual Debt Service of the Mortgage Loan and the related Pari Passu Companion Loan(s) (but excluding any related Subordinate Companion Loan).

With respect to a Mortgage Loan that is part of a group of cross-collateralized Mortgage Loans, unless otherwise expressly indicated, the Underwritten Debt Service Coverage Ratio is calculated on the basis of the aggregate Underwritten Net Cash Flow generated by all the Mortgaged Properties securing the group and the aggregate Annual Debt Service payable under all of those Mortgage Loans (without regard to any limitation on the amount of indebtedness secured by any Mortgaged Property in such cross-collateralized group). On an individual basis, without regard to the cross-collateralization feature, any particular Mortgage Loan that is part of a group of cross-collateralized Mortgage Loans may have a lower (and perhaps substantially lower) Underwritten Debt Service Coverage Ratio than is shown on Annex A-1.

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In general, debt service coverage ratios are used by income property lenders to measure the ratio of (a) cash currently generated by a property or expected to be generated by a property based upon executed leases that is available for debt service to (b) required debt service payments. However, debt service coverage ratios only measure the current, or recent, ability of a property to service mortgage debt. If a property does not possess a stable operating expectancy (for instance, if it is subject to material leases that are scheduled to expire during the loan term and that provide for above-market rents and/or that may be difficult to replace), a debt service coverage ratio may not be a reliable indicator of a property’s ability to service the mortgage debt over the entire remaining loan term. See the definition of “Underwritten Net Cash Flow” below.

The Underwritten Debt Service Coverage Ratios presented in this prospectus appear for illustrative purposes only and, as discussed above, are limited in their usefulness in assessing the current, or predicting the future, ability of a Mortgaged Property or Mortgaged Properties to generate sufficient cash flow to repay the related Mortgage Loan. No representation is made that the Underwritten Debt Service Coverage Ratios presented in this prospectus accurately reflect that ability.

“GLA” means gross leasable area.

“In-Place Cash Management” means, for funds directed into a lockbox, such funds are generally not made immediately available to the related borrower, but instead are forwarded to a cash management account controlled by the lender and the funds are disbursed according to the related Mortgage Loan documents with any excess remitted to the related borrower (unless an event of default under the Mortgage Loan documents or one or more specified trigger events have occurred and are continuing) generally on a daily basis.

“Loan Per Unit” means the principal balance per unit of measure (as applicable) as of the Cut-off Date. With respect to any Mortgage Loan that is part of a Whole Loan structure, the Loan Per Unit is calculated with regard to both the related Pari Passu Companion Loan(s) and the related Mortgage Loan included in the issuing entity, but without regard to any related Subordinate Companion Loan, unless otherwise expressly indicated. With respect to any Mortgage Loan contained in any group of cross-collateralized Mortgage Loans, the Loan Per Unit is calculated on the basis of the aggregate principal balances of all Mortgage Loans comprising such group and the aggregate units for the Mortgaged Properties in such group.

“LTV Ratio at Maturity or ARD”, “LTV Ratio at Maturity or Anticipated Repayment Date” and “Balloon or ARD LTV Ratio” generally means the ratio, expressed as a percentage, of (a) the principal balance of a balloon Mortgage Loan scheduled to be outstanding on the stated maturity date (or, in the case of an ARD Loan, scheduled to be outstanding on the Anticipated Repayment Date), assuming (among other things) no prepayments or defaults, to (b) the Appraised Value of the related Mortgaged Property or Mortgaged Properties determined as described under “—Appraised Value”. Each Mortgage Loan requires that a regular monthly debt service payment be made on the stated maturity date or Anticipated Repayment Date, as applicable, and accordingly the principal balance referenced in clause (a) of the immediately preceding sentence will be net of the principal portion, if any, of the monthly debt service payment due on such date.

With respect to Mortgage Loans which have an Appraised Value other than an “as-is” appraised value, or have an “as portfolio” value, as set forth in the definition of “Appraised Value” above, the LTV Ratio at Maturity or ARD is, unless otherwise expressly indicated, based on such non-“as-is” or “as portfolio” Appraised Value.

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With respect to a Mortgage Loan that is part of a Whole Loan, unless otherwise expressly indicated, the LTV Ratio at Maturity or ARD was calculated based on the aggregate principal balance of such Mortgage Loan and any related Pari Passu Companion Loan(s) (but excluding any related Subordinate Companion Loan) as of the stated maturity date or Anticipated Repayment Date, as applicable.

With respect to a Mortgage Loan that is part of a cross-collateralized group of Mortgage Loans, unless otherwise expressly indicated, the related LTV Ratio at Maturity or ARD is the fraction, expressed as a percentage, the numerator of which is the scheduled principal balance of all the Mortgage Loans in the cross-collateralized group as of the maturity date or Anticipated Repayment Date, as applicable, and the denominator of which is the aggregate of the Appraised Values of all the Mortgaged Properties related to the cross-collateralized group (without regard to any limitation on the amount of indebtedness secured by any Mortgaged Property in such cross-collateralized group). On an individual basis, without regard to the cross-collateralization feature, any particular Mortgage Loan that is part of a group of cross-collateralized Mortgage Loans may have a higher (and perhaps substantially higher) LTV Ratio at Maturity or ARD than is shown on Annex A-1.

Because the Appraised Values of the Mortgaged Properties were determined prior to origination, the information set forth in this prospectus, including the Annexes hereto, is not necessarily a reliable measure of the related borrower’s current equity in each Mortgaged Property. In a declining real estate market, the appraised value of a Mortgaged Property may have decreased from the appraised value determined at origination and the actual loan-to-value ratio at maturity of a Mortgage Loan may be higher than the LTV Ratio at Maturity or ARD that we present in this prospectus. See “Risk Factors—Risks Relating to the Mortgage Loans—Appraisals May Not Reflect Current or Future Market Value of Each Property”.

“Maturity Date Balloon or ARD Payment” or “Balloon or ARD Payment” means, for any balloon Mortgage Loan or ARD Loan, the payment of principal due upon its stated maturity date or Anticipated Repayment Date. Each Mortgage Loan requires that a regular monthly debt service payment be made on the stated maturity date or Anticipated Repayment Date, as applicable, and accordingly the payment of principal referenced in the immediately preceding sentence will be net of the principal portion, if any, of the monthly debt service payment due on such date.

“Net Operating Income” generally means (other than as set forth in the proviso to this definition), for any given period (ending on the “NOI Date”), the total operating revenues derived from a Mortgaged Property during that period, minus the total operating expenses incurred in respect of that Mortgaged Property during that period other than:

● non-cash items such as depreciation and amortization,

● capital expenditures, and

● debt service on the related Mortgage Loan or on any other loans that are secured by that Mortgaged Property.

“NRA” means net rentable area.

“Occupancy Rate” means (i) in the case of multifamily rental properties (other than residential cooperative properties) and manufactured housing community properties, the percentage of rental units or pads, as applicable, that are rented (generally without regard to the length of the lease or rental period) as of the date of determination; (ii) in the case of

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office, retail and industrial/warehouse properties, the percentage of the net rentable square footage rented as of the date of determination (subject to, in the case of certain Mortgage Loans, one or more of the additional lease-up assumptions); (iii) in the case of hospitality properties, the percentage of available rooms occupied for the trailing 12-month period ending on the date of determination; (iv) in the case of self storage facilities, either the percentage of the net rentable square footage rented or the percentage of units rented as of the date of determination, depending on borrower reporting and (v) in the case of residential cooperative properties, the property vacancy assumption reflected in the related appraisal for purposes of determining the appraised value of the related Mortgaged Property as a multifamily rental property (i.e., the “Coop-Rental Value” reflected in Annex A-1); such vacancy assumption for residential cooperative properties does not reflect actual occupancy. In the case of some of the Mortgage Loans, the calculation of Occupancy Rate for one or more related properties was based on assumptions regarding occupancy, such as: the assumption that a particular tenant at the subject Mortgaged Property that has executed a lease (or, in some cases, a letter of intent to execute a lease), but has not yet taken occupancy and/or has not yet commenced paying rent, will take occupancy on a future date generally expected to occur within 12 months of the Cut-off Date; assumptions regarding the renewal of particular leases and/or the re-leasing of certain space at the subject Mortgaged Property; and certain additional lease-up assumptions as may be described in the footnotes to Annex A-1. For information regarding the determination of the occupancy rates with respect to the 15 largest Mortgage Loans or groups of cross-collateralized Mortgage Loans and related Mortgaged Properties, see the individual Mortgage Loan and portfolio descriptions in Annex A-3.

“Occupancy As Of Date” means the date of determination of the Occupancy Rate of a Mortgaged Property. With respect to a Mortgage Loan secured by a residential cooperative property, the Occupancy As Of Date is the date as of which the value of the related Mortgaged Property is determined pursuant to the appraisal from which the Occupancy Rate is derived.

“Prepayment Provisions” denotes a general summary of the provisions of a Mortgage Loan that restrict the ability of the related borrower to voluntarily prepay the Mortgage Loan. In each case, some exceptions may apply that are not described in the general summary, such as provisions that permit a voluntary partial prepayment in connection with the release of a portion of a Mortgaged Property, or require the application of tenant holdback reserves to a partial prepayment, in each case notwithstanding any lockout period or yield maintenance charge that may otherwise apply. In describing Prepayment Provisions, we use the following symbols with the indicated meanings:

● “DEF(#)” means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which voluntary prepayments of principal are prohibited, but the related borrower is permitted to defease that Mortgage Loan in order to obtain a release of the related Mortgaged Property.

● “LO(#)” means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which voluntary prepayments of principal are prohibited and defeasance is not permitted.

● “O(#)” means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which prepayments of principal are permitted without the payment of any Prepayment Premium or Yield Maintenance Charge and the lender is not entitled to require a defeasance in lieu of prepayment.

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● “YM(#)” means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which prepayments of principal are permitted with the payment of a Yield Maintenance Charge and the lender is not entitled to require a defeasance in lieu of prepayment.

● “DEF/@(#)” means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which the related borrower is permitted to defease that Mortgage Loan in order to obtain a release of the related Mortgaged Property and during which prepayments of principal are permitted with the payment of a Prepayment Premium (equal to @% of the prepaid amount).

● “DEF/YM(#)” means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which the related borrower is permitted to defease that Mortgage Loan in order to obtain a release of the related Mortgaged Property and during which prepayments of principal are permitted with the payment of a Yield Maintenance Charge.

● “DEF/YM@(#)” means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which the related borrower is permitted to defease that Mortgage Loan in order to obtain a release of the related Mortgaged Property and during which prepayments of principal are permitted with the payment of the greater of a Yield Maintenance Charge and a Prepayment Premium (equal to @% of the prepaid amount).

● “YM@(#)” means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which prepayments of principal are permitted with the payment of the greater of a Yield Maintenance Charge and a Prepayment Premium (equal to @% of the prepaid amount) and the lender is not entitled to require a defeasance in lieu of prepayment.

“Remaining Term to Maturity or ARD” means, with respect to any Mortgage Loan, the number of months from the Cut-off Date to the related stated maturity date or Anticipated Repayment Date.

“RevPAR” means, with respect to any hospitality property, revenue per available room.

“Square Feet”, “SF” or “Sq. Ft.” means, in the case of a Mortgaged Property operated as a retail center, office, self storage, industrial/warehouse facility, any combination of the foregoing or other single-purpose property, the square footage of the net rentable or leasable area.

“T-12” and “TTM” each means trailing 12 months.

“Term to Maturity” means, with respect to any Mortgage Loan, the remaining term, in months, from the Cut-off Date for such Mortgage Loan to the related maturity date or, in the case of an ARD Loan, the related Anticipated Repayment Date, as applicable. Annex A-1 indicates which Mortgage Loans are ARD Loans.

“Underwritten Expenses” or “U/W Expenses” means, with respect to any Mortgage Loan or Mortgaged Property, an estimate of (a) operating expenses (such as utilities, administrative expenses, repairs and maintenance, management and franchise fees and advertising); and (b) estimated fixed expenses (such as insurance, real estate taxes and, if applicable, ground, space or air rights lease payments), as determined by the related

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Mortgage Loan seller and generally derived from historical expenses at the Mortgaged Property, the borrower’s budget or appraiser’s estimate, in some cases adjusted for significant occupancy increases and a market rate management fee and subject to certain assumptions and subjective judgments of each Mortgage Loan seller as described under the definition of “Underwritten Net Operating Income” in this prospectus.

“Underwritten Net Cash Flow”, “Underwritten NCF” or “U/W NCF” means an amount based on assumptions relating to cash flow available for debt service. In general, it is the Underwritten Net Operating Income less all reserves for capital expenditures, including tenant improvement costs and leasing commissions. Underwritten Net Cash Flow generally does not reflect interest expenses, non-cash items such as depreciation and amortization and other non-reoccurring expenses. For certain additional information related to calculation of “Underwritten Net Cash Flow”, “Underwritten NCF” or “U/W NCF” for the Mortgage Loans secured by residential cooperative properties, see “—Certain Characteristics of Mortgage Loans Secured by Residential Cooperatives”.

In determining the “revenue” component of Underwritten Net Cash Flow for each Mortgaged Property (other than a residential cooperative property), the related mortgage loan seller generally relied on a rent roll and/or other known, signed tenant leases, executed extension options, property financial statements, estimates in the related appraisal, or other indications of anticipated income (generally supported by market considerations, cash reserves or letters of credit) supplied by the related borrower and, where the actual vacancy shown thereon and, if available, the market vacancy was less than 5%, assumed a minimum 5% vacancy in determining revenue from rents (in certain cases, inclusive of rents under master leases with an affiliate of the borrower that relate to space not used or occupied by the master lease tenant, or, in the case of a hospitality property, room rent, food and beverage revenues and other hospitality property income), except that in the case of certain non-multifamily and non-manufactured housing community properties, space occupied by such anchor or single tenants or other large creditworthy tenants may have been disregarded (or a rate of less than 5% has been assumed) in performing the vacancy adjustment due to the length of the related leases or creditworthiness of such tenants. Where the actual or market vacancy was greater than 5%, the mortgage loan seller determined revenue from rents (in certain cases, inclusive of rents under master leases with an affiliate of the borrower that relate to space not used or occupied by the master lease tenant, or, in the case of a hospitality property, room rent, food and beverage revenues and other hospitality property income) by generally relying on a rent roll and/or other known, signed leases, executed lease extension options, property financial statements, estimates in the related appraisal, or other indications of anticipated income (generally supported by market considerations, cash reserves or letters of credit) supplied and generally (but not in all cases) the greatest of (a) actual current vacancy at the related Mortgaged Property or a vacancy otherwise based on performance of the related Mortgaged Property (e.g., an economic vacancy based on actual collections for a specified trailing period), (b) if available, current vacancy according to third-party-provided market information or at comparable properties in the same or similar market as the related Mortgaged Property, subject to adjustment to address special considerations (such as where market vacancy may have been ignored with respect to space covered by long-term leases or because it was deemed inapplicable by reason of, among other things, below market rents at or unique characteristics of the subject Mortgaged Property) and/or to reflect the appraiser’s conclusion of a supportable or stabilized occupancy rate, and (c) subject to the discussion above, 5%. In some cases involving a multi-property Mortgage Loan, the foregoing vacancy assumptions may be applied to the portfolio of the related Mortgaged Properties in the entirety, but may not apply to each related Mortgaged Property. In addition, for some Mortgaged Properties, the actual vacancy may reflect the average vacancy over the course

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of a year (or trailing 12-month period). In determining revenue for multifamily, manufactured housing community and self storage properties, the mortgage loan sellers generally reviewed rental revenue shown on the rolling one-to-twelve month (or some combination thereof) operating statements or annualized the rental revenue and reimbursement of expenses shown on rent rolls or operating statements with respect to the prior one-to-twelve-month periods. In the case of hospitality properties, gross receipts were generally determined based upon the average occupancy not to exceed 80% and daily rates based on third-party-provided market information or average daily rates achieved during the prior one-to-three year annual reporting period.

In determining the “expense” component of Underwritten Net Cash Flow for each Mortgaged Property, the related mortgage loan seller generally relied on, to the extent available, historical operating statements, full-year or year-to-date financial statements, rolling 12-month operating statements, year-to-date financial statements and/or budgets supplied by the related borrower, as well as estimates in the related appraisal, except that: (i) if tax or insurance expense information more current than that reflected in the financial statements was available and verified, the newer information was generally used; (ii) property management fees were generally assumed to be 1% to 6% (depending on the property type) of effective gross revenue (or, in the case of a hospitality property, gross receipts); (iii) in general, depending on the property type, assumptions were made with respect to the average amount of reserves for leasing commissions, tenant improvement expenses and capital expenditures; (iv) expenses were assumed to include annual replacement reserves; and (v) recent changes in circumstances at the Mortgaged Properties were taken into account (for example, physical changes that would be expected to reduce utilities costs). Annual replacement reserves were generally underwritten to the suggested replacement reserve amount from an independent, third-party property condition or engineering report, or minimum requirements by property type designated by the mortgage loan seller, and are: (a) in the case of retail, office, self storage and industrial/warehouse properties, generally not more than $0.40 per square foot of net rentable commercial area (and may be zero); (b) in the case of multifamily rental apartments, generally not more than approximately $400 per residential unit per year, depending on the condition of the property (and may be zero); (c) in the case of manufactured housing community properties, generally not more than approximately $80 per pad per year, depending on the condition of the property (and may be zero); and (d) in the case of hospitality properties, generally 4% to 5%, inclusive, of gross revenues (and may be zero). In addition, in some cases, the mortgage loan seller recharacterized as capital expenditures items that are reported by borrowers as operating expenses (thus increasing the “net cash flow”).

Historical operating results may not be available for Mortgaged Properties with newly constructed improvements, Mortgaged Properties with triple-net leases, Mortgaged Properties that have recently undergone substantial renovations and newly acquired Mortgaged Properties. In such cases, items of revenue and expense used in calculating Underwritten Net Cash Flow were generally derived from rent rolls, estimates set forth in the related appraisal, leases with tenants, other third-party-provided market information or from other borrower-supplied information. We cannot assure you with respect to the accuracy of the information provided by any borrowers, or the adequacy of the procedures used by the related mortgage loan seller in determining the presented operating information.

For purposes of calculating Underwritten Net Cash Flow for Mortgage Loans where leases have been executed by one or more affiliates of the borrower, the rents under some of such leases, if applicable, have been adjusted downward to reflect market rents for similar

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properties if the rent actually paid under the lease was significantly higher than the market rent for similar properties.

The amounts described as revenue and expense above are often highly subjective values. In the case of some of the Mortgage Loans, the calculation of Underwritten Net Cash Flow for the related Mortgaged Properties was based on assumptions regarding projected rental income, expenses and/or occupancy, including, without limitation, one or more of the following: (i) the assumption that a particular tenant at a Mortgaged Property that has executed a lease or letter of intent, but has not yet taken occupancy and/or has not yet commenced paying rent, will take occupancy and commence paying rent on a future date generally expected to occur within 12 months of the cut-off date; (ii) the assumption that certain rental income that is to be payable commencing on a future date under a signed lease, but where the subject tenant is in an initial rent abatement or free rent period, will be paid commencing on such future date; (iii) assumptions regarding the probability of renewal or extension of particular leases and/or the re-leasing of certain space at a Mortgaged Property and the anticipated effect on capital and re-leasing expenditures; (iv) assumptions regarding the costs and expenses, including leasing commissions and tenant improvements, associated with leasing vacant space or releasing occupied space at a future date; and (v) assumptions regarding future increases or decreases in expenses, or whether certain expenses are capital expenses or should be treated as expenses which are not recurring. In addition, in the case of some commercial properties, the underwritten revenues were adjusted upward to account for a portion or average of the additional rents provided for under any rent step-ups scheduled to occur over the terms of the executed leases. We cannot assure you that the assumptions made with respect to any Mortgage Loan will, in fact, be consistent with actual property performance. Actual annual net cash flow for a Mortgaged Property may be less than the Underwritten Net Cash Flow presented with respect to that property in this prospectus. In addition, the underwriting analysis of any particular Mortgage Loan as described herein by a particular Mortgage Loan seller may not conform to an analysis of the same property by other persons or entities.

See “Risk Factors—Risks Relating to the Mortgage Loans—Underwritten Net Cash Flow Could Be Based On Incorrect or Flawed Assumptions”. See also Annex A-1 and the footnotes thereto and “—Certain Characteristics of Mortgage Loans Secured by Residential Cooperatives” below.

The “Underwritten Net Cash Flow Debt Service Coverage Ratio” or “U/W NCF DSCR” for any Mortgage Loan for any period, as presented in this prospectus, including the tables presented on Annex A-1 and Annex A-2 attached hereto, is the ratio of Underwritten Net Cash Flow calculated for the related Mortgaged Property to the amount of Annual Debt Service on such Mortgage Loan.

With respect to a Mortgage Loan that is part of a Whole Loan, unless otherwise expressly indicated, such debt service coverage ratio was calculated based on the aggregate Annual Debt Service of such Mortgage Loan and the related Pari Passu Companion Loan(s) as of the Cut-off Date (but excluding any related Subordinate Companion Loan).

With respect to a Mortgage Loan that is part of a group of cross-collateralized Mortgage Loans, unless otherwise expressly indicated, the Underwritten Net Cash Flow Debt Service Coverage Ratio is equal to the Underwritten NCF of all the Mortgaged Properties securing the group divided by the aggregate Annual Debt Service of all the Mortgage Loans in the group (without regard to any limitation on the amount of indebtedness secured by any Mortgaged Property in such cross-collateralized group). On an individual basis, without regard to the cross-collateralization feature, any particular Mortgage Loan that is part of a group of cross-collateralized Mortgage Loans may have a lower (and perhaps substantially

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lower) Underwritten Net Cash Flow Debt Service Coverage Ratio than is shown on Annex A-1.

“Underwritten NCF Debt Yield” or “U/W NCF Debt Yield” generally means, with respect to any Mortgage Loan, the related Underwritten NCFdivided by the Cut-off Date Balance of that Mortgage Loan.

With respect to a Mortgage Loan that is part of a Whole Loan, unless otherwise expressly indicated, such debt yield was calculated based on the aggregate principal balance of such Mortgage Loan and the related Pari Passu Companion Loan(s) as of the Cut-off Date (but excluding any related Subordinate Companion Loan).

With respect to a Mortgage Loan that is part of a group of cross-collateralized Mortgage Loans, unless otherwise expressly indicated, the Underwritten NCF Debt Yield is equal to the Underwritten NCF of all the Mortgaged Properties securing the group divided by the aggregate Initial Pool Balance of all the Mortgage Loans in the group (without regard to any limitation on the amount of indebtedness secured by any Mortgaged Property in such cross-collateralized group). On an individual basis, without regard to the cross-collateralization feature, any particular Mortgage Loan that is part of a group of cross-collateralized Mortgage Loans may have a lower (and perhaps substantially lower) Underwritten NCF Debt Yield than is shown on Annex A-1.

No Mortgage Loan included in the Trust has an Underwritten NCF Debt Yield calculated based on the related Cut-off Date Balance less a related earnout or holdback reserve.

“Underwritten Net Operating Income”, “Underwritten NOI” or “U/W NOI” means an amount based on assumptions of the cash flow available for debt service before deductions for capital expenditures, including replacement reserves, tenant improvement costs and leasing commissions. In general, Underwritten Net Operating Income is the assumed revenue derived from the use and operation of a Mortgaged Property, consisting primarily of rental income, less the sum of (a) assumed operating expenses (such as utilities, administrative expenses, repairs and maintenance, management fees and advertising) and (b) fixed expenses, such as insurance, real estate taxes and, if applicable, ground lease payments. Underwritten Net Operating Income is generally estimated in the same manner as Underwritten Net Cash Flow, except that no deduction is made for capital expenditures, including replacement reserves, tenant improvement costs and leasing commissions. For certain additional information related to calculation of “Underwritten Net Operating Income”, “Underwritten NOI” or “U/W NOI” for the Mortgage Loans secured by residential cooperative properties, see “—Certain Characteristics of Mortgage Loans Secured by Residential Cooperatives” below. See “Risk Factors—Risks Relating to the Mortgage Loans—Underwritten Net Cash Flow Could Be Based On Incorrect or Flawed Assumptions”.

“Underwritten Net Operating Income Debt Service Coverage Ratio” or “U/W NOI DSCR” for any Mortgage Loan for any period, as presented in this prospectus, including the tables presented on Annex A-1 and Annex A-2, is the ratio of Underwritten NOI calculated for the related Mortgaged Property to the amount of total Annual Debt Service on such Mortgage Loan except that the Underwritten Net Operating Income Debt Service Coverage Ratio for all partial interest-only loans, if any, was calculated based on the first principal and interest payment required to be made to the issuing entity during the term of the Mortgage Loan. The Underwritten Net Operating Income Debt Service Coverage Ratios for all interest-only Mortgage Loans were calculated based on the sum of the first 12 interest payments following the Cut-off Date.

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With respect to a Mortgage Loan that is part of a Whole Loan, unless otherwise expressly indicated, such debt service coverage ratio was calculated based on the aggregate Annual Debt Service of such Mortgage Loan and the related Pari Passu Companion Loan(s) as of the Cut-off Date (but excluding any related Subordinate Companion Loan).

With respect to a Mortgage Loan that is part of a group of cross-collateralized Mortgage Loans, unless otherwise expressly indicated, the Underwritten Net Operating Income Debt Service Coverage Ratio is equal to the Underwritten NOI of all the Mortgaged Properties securing the group divided by the aggregate Annual Debt Service of all the Mortgage Loans in the group (without regard to any limitation on the amount of indebtedness secured by any Mortgaged Property in such cross-collateralized group). On an individual basis, without regard to the cross-collateralization feature, any particular Mortgage Loan that is part of a group of cross-collateralized Mortgage Loans may have a lower (and perhaps substantially lower) Underwritten Net Operating Income Debt Service Coverage Ratio than is shown on Annex A-1.

“Underwritten NOI Debt Yield” or “U/W NOI Debt Yield” means, with respect to any Mortgage Loan, the related Underwritten NOIdivided by the Cut-off Date Balance of that Mortgage Loan.

With respect to a Mortgage Loan that is part of a Whole Loan, unless otherwise expressly indicated, such debt yield was calculated based on the aggregate principal balance of such Mortgage Loan and the related Pari Passu Companion Loan(s) as of the Cut-off Date (but excluding any related Subordinate Companion Loan).

With respect to a Mortgage Loan that is part of a group of cross-collateralized Mortgage Loans, unless otherwise expressly indicated, the Underwritten NOI Debt Yield is equal to the Underwritten NOI of all the Mortgaged Properties securing the group divided by the aggregate Cut-off Date Balance of all the Mortgage Loans in the group (without regard to any limitation on the amount of indebtedness secured by any Mortgaged Property in such cross-collateralized group). On an individual basis, without regard to the cross-collateralization feature, any particular Mortgage Loan that is part of a group of cross-collateralized Mortgage Loans may have a lower (and perhaps substantially lower) Underwritten NOI Debt Yield than is shown on Annex A-1.

“Underwritten Revenues” or “U/W Revenues” with respect to any Mortgage Loan means the gross potential rent (in certain cases, inclusive of rents under master leases with an affiliate of the borrower that relate to space not used or occupied by the master lease tenant, or, in the case of a hospitality property, room rent, food and beverage revenues and other hospitality property income), subject to the assumptions and subjective judgments of each mortgage loan seller as described under the definition of “Underwritten Net Operating Income” above.

“Units”, “Rooms”, “Beds” or “Pads” means (a) in the case of a Mortgaged Property operated as multifamily housing or as residential cooperative properties, the number of apartments, regardless of the size of or number of rooms in such apartment, (b) in the case of a Mortgaged Property operated as a hospitality property, the number of guest rooms, (c) in the case of a Mortgaged Property operated as a manufactured housing community property, the number of pads for manufactured homes, (d) in the case of certain Mortgaged Properties operated as self storage properties, the number of self storage units or (e) in the case of certain Mortgaged Properties operated as student housing properties, the number of beds.

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“Weighted Average Mortgage Rate” means the weighted average of the Mortgage Rates as of the Cut-off Date.

You should review the footnotes to Annex A-1 in this prospectus for information regarding certain other loan-specific adjustments regarding the calculation of debt service coverage ratio information, loan-to-value ratio information, debt yield information and/or loan per net rentable square foot or unit with respect to certain of the Mortgage Loans.

Except as otherwise specifically stated, the Cut-off Date LTV Ratio, Underwritten Debt Service Coverage Ratio, LTV Ratio at Maturity or ARD, Underwritten NCF Debt Yield, Underwritten NOI Debt Yield and loan per net rentable square foot or unit statistics with respect to each Mortgage Loan are calculated and presented without regard to any indebtedness other than the Mortgage Loan, whether or not secured by the related Mortgaged Property, ownership interests in the related borrower or otherwise, that currently exists or that may be incurred by the related borrower or its owners in the future.

References to “Weighted Averages” of the Mortgage Loans in the Mortgage Pool or any particular sub-group of the mortgage loans are references to averages weighted on the basis of the Cut-off Date Balances of the subject Mortgage Loans.

If we present a debt rating for some tenants and not others in the tables, you should assume that the other tenants are not rated and/or have below-investment grade ratings. If a tenant has a rated parent or affiliate, we present the rating of that parent or affiliate, notwithstanding that the parent or affiliate may itself have no obligations under the lease. Presentation of a rating opposite a tenant should not be construed as a statement that the relevant tenant will perform or be able to perform its obligations.

The sum in any column of any of the tables in Annex A-2 may not equal the indicated total due to rounding.

Historical information presented in this prospectus, including information in Annex A-1 and Annex A-3, is derived from audited and/or unaudited financial statements provided by the borrowers. In each case, the historical information is taken from the same source with respect to a Mortgage Loan and subject to the same adjustments and considerations as described above with respect to the 15 largest Mortgage Loans or groups of cross-collateralized Mortgage Loans under the definition of “Cash Flow Analysis”.

Certain Characteristics of Mortgage Loans Secured by Residential Cooperatives

With respect to any Mortgage Loans secured by residential cooperative properties that are sold to the Trust by National Cooperative Bank, N.A., due to attributes particular to residential housing cooperatives, certain information presented in this prospectus and in Annex A-1 differs from that presented for other Mortgage Loans included in the Trust. Several of these differences are particularly relevant to your consideration of an investment in the Offered Certificates.

In particular, the manner in which loan-to-value ratios, debt service coverage ratios and debt yields are calculated for Mortgage Loans secured by residential cooperative properties sold to the Trust by National Cooperative Bank, N.A. differs from the manner in which such calculations are made for other Mortgage Loans included in the Trust.

For example, the appraised value of such a residential cooperative property used for purposes of determining the loan-to-value ratio for the related Mortgage Loan as of any date is the value estimate reflected in an appraisal of such residential cooperative property

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determined as if such residential cooperative property is operated as a residential cooperative and, in general, such value equals the sum of (i) the gross share value of all cooperative units in such residential cooperative property (applying a discount for units that are subject to existing rent regulated, rent stabilized or rent controlled rental tenants as and if deemed appropriate by the appraiser), based in part on various comparable sales of cooperative apartment units in the market, plus (ii) the amount of the underlying debt encumbering such residential cooperative property. This value, based upon the most recent appraisal as of the Cut-off Date, is reflected as the “Appraised Value” of a residential cooperative property on Annex A-1. With respect to limited equity cooperatives (i.e., housing cooperatives in which eligible members purchase shares at below market prices and are subject to various restrictions, including restrictions on the sale price for which units may be re-sold and/or restrictions upon the income or other characteristics of purchasers of such units), the gross share value referenced above in this paragraph is calculated without regard to any applicable sale price restrictions. The comparable sales considered in the appraisers’ estimates of gross share values may have occurred at properties where the cooperative entity’s underlying mortgage debt per cooperative unit was substantially more or less than that at the applicable Mortgaged Property. The appraisers generally made no adjustments to comparable sales statistics to account for any such differences, although monthly unit maintenance obligations may have been considered. Such “Appraised Value” does not constitute a market value, and should not be considered to be the value that would be realized following a foreclosure of a mortgage loan secured by a residential cooperative property. Upon a foreclosure of a mortgage loan secured by a residential cooperative property, it is likely that the operation of such mortgaged property as a residential cooperative property would terminate, and it is likely that the mortgaged property would be operated and sold as a multifamily rental property. A residential cooperative property is also valued as a multifamily rental property to determine a “Coop-Rental Value” as set forth on Annex A-1. The value of a residential cooperative property as a multifamily rental property is the value estimate reflected in an appraisal of such residential cooperative property and, in general, is derived by applying an appropriate capitalization rate (as determined by the appraiser) to the Underwritten Net Cash Flow for such residential cooperative property. In certain instances, the appraiser may have made adjustments to increase or decrease such capitalized value as deemed appropriate by the appraiser (for example, the appraiser may have reduced such capitalized value to reflect the cost of completing material deferred maintenance or may have increased such capitalized value to reflect the existence of certain tax abatements or incentives). Certain of the residential cooperative mortgaged properties have a substantial number of units that are owned by the related coop sponsor or an investor, and leased by it to rental tenants, which units are currently subject to rent regulation, rent stabilization or rent control laws and are expected to continue to be subject to such laws following a foreclosure, and accordingly the rental income that can be expected to be earned from such units (and any other units that are or become subject to such laws) will be limited by the provisions of such laws. In addition, to the extent that other units at a residential cooperative mortgaged property were subject to rent regulation, rent stabilization or rent control laws prior to the conversion to a cooperative (which is likely to be the case if sponsor or investor units are subject to such laws), if the related residential cooperative mortgage loan were to be foreclosed, such units would again be subject to rent regulation, rent stabilization or rent control laws. However, the “Coop-Rental Value” Appraised Values of the residential cooperative mortgaged properties assume that if the mortgaged property were operated as a multifamily rental property all units (other than, in some cases, sponsor or investor units that are subject to rent regulation, rent stabilization or rent control laws) will be rented at market rates. 

In addition, for purposes of determining the debt service coverage ratio and debt yield for a Mortgage Loan secured by a residential cooperative property and for the purpose of

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determining the value of a residential cooperative property as a multifamily rental property, the “U/W Net Cash Flow” or “U/W NCF” for a residential cooperative property and the “U/W Net Operating Income” or “U/W NOI” for a residential cooperative property, in each case as set forth on Annex A-1, is the projected operating income of such residential cooperative property as set forth in the appraisal assuming such property is operated as a rental property with rents and other income set at prevailing market rates (but taking into account the presence of existing rent regulated, rent stabilized or rent controlled rental tenants), reduced by underwritten property operating expenses and a market-rate vacancy assumption and, in the case of “U/W Net Cash Flow” or “U/W NCF”, further reduced by projected replacement reserves for capital expenditures, in each case as determined by the appraiser. Accordingly, U/W Revenues, U/W Expenses, U/W Net Operating Income, U/W Replacement and U/W Net Cash Flow, in each case as set forth on Annex A-1, are derived from the appraisal. However, the projected rental income used in such determinations may differ materially from the scheduled monthly maintenance payments from the tenant-stockholders upon which residential cooperatives depend.

The loan-to-value ratios, debt service coverage ratios and debt yields presented herein with respect to Mortgage Loans secured by residential cooperative properties may differ from the loan-to-value ratios, debt service coverage ratios and debt yields that would have been determined for such Mortgage Loans secured by residential cooperative properties had a different methodology (including the methodology used for calculating such values with respect to the other Mortgage Loans sold to the depositor) been used.

With respect to information presented in Annex A-1 with respect to mortgage loans secured by residential cooperative properties that have existing subordinate secured indebtedness in the form of a second priority line of credit (each, a “Subordinate LOC”), (1) the Cut-off Date Subordinate Mortgage Debt Balance indicates the balance of the Subordinate LOC as of March 9, 2018, (2) the Total Mortgage Debt Cut-off Date LTV Ratio and the Total Mortgage Debt U/W NOI Debt Yield are calculated assuming that the Subordinate LOC has been fully advanced and the entire amount thereof is outstanding as of the Cut-off Date, (3) the Total Mortgage Debt U/W NCF DSCR is calculated assuming (A) that the Subordinate LOC has been fully advanced and the entire amount thereof is outstanding as of the Cut-off Date, (B) that interest on the Subordinate LOC is accruing pursuant to the applicable mortgage loan document (with the applicable interest rate determined using the Prime Rate in effect as of March 9, 2018 and giving effect to any applicable interest rate floor) and (C) that, in the case of each Subordinate LOC that has an interest-only period that does not extend through the maturity date of such Subordinate LOC, such initial interest-only period has expired and the related borrower is required to make scheduled principal plus interest payments as set forth in the corresponding promissory note and (4) the Coop – Committed Secondary Debt equals the balance of such Subordinate LOC, based on the full face amount of such Subordinate LOC.

With respect to the Mortgage Loans secured by residential cooperative properties, each related Mortgaged Property is owned by the borrower, which is a cooperative housing corporation (provided, however, that, with respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 as Lenox Manor Owners, Inc.; Compark Owners Corp., representing approximately 0.3% of the Initial Pool Balance, Lenox Manor Owners, Inc. is a cooperative housing corporation, but Compark Owners Corp., its co-borrower and owner of a tenant-in-common interest with respect to the Mortgaged Property, is a New York corporation). No individual or entity (other than the borrower) has recourse obligations with respect to the loans, including pursuant to any guaranty or environmental indemnity. Accordingly, no information is presented in the column labeled Sponsor in Annex A-1 with respect to the Mortgage Loans secured by residential cooperative properties sold to

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the depositor by National Cooperative Bank, N.A. for inclusion in the Trust. In addition, with respect to information presented in Annex A-1 with respect to mortgage loans secured by residential cooperative properties: (1) Coop – Sponsor Units refers to the number of units owned by the original sponsor responsible for the mortgaged property’s conversion into cooperative ownership; such sponsor may rent its units or opt to market them for sale (either individually or as a whole); (2) Coop – Investor Units refers to a bulk number of units owned by a non-tenant investor(s), who can rent or sell the units; (3) Coop – Coop Units refers to the number of units owned by the borrower, which is a cooperative corporation; In this capacity, the cooperative may manage its units as an investor would or use the units for the benefit of its cooperative members; (4) Coop – Unsold Percent refers to the ratio of the total number of units collectively owned by the original sponsor, a non-tenant investor or the cooperative corporation to the number of units with shares allocated; and (5) Coop – Sponsor/Investor Carry is the sponsor’s or the investor’s net cash flow calculated by subtracting maintenance charges on the sponsor or investor owned units from the actual rents payable on such units, to the extent available.

In addition, due to the specialized nature of residential housing cooperatives, certain information presented in and shown on Annex A-1 with respect to Mortgage Loans (other than such Mortgage Loans secured by residential cooperative properties) is not presented on Annex A-1 with respect to the Mortgage Loans secured by residential cooperative properties sold to the depositor by National Cooperative Bank, N.A. for inclusion in the Trust. For example, since residential cooperatives are not-for-profit entities that generally set maintenance fees to cover current expenses and plan for future capital needs and a residential cooperative is generally able to increase or decrease maintenance fees according to its anticipated expenses and level of cash reserves, historical Net Operating Income figures for residential cooperative properties are generally not representative of the cash flow generated by the property if it were operated as a multifamily rental property. Accordingly, the Most Recent NOI, Second Most Recent NOI, Third Most Recent NOI, and the related fields shown on Annex A-1 for the Mortgage Loans secured by residential cooperative properties are not presented on Annex A-1 with respect to the Mortgage Loans secured by residential cooperative properties sold to the depositor by National Cooperative Bank, N.A. for inclusion in the Trust.

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Mortgage Pool Characteristics

Overview

Cut-off Date Mortgage Loan Characteristics

	All Mortgage Loans
Initial Pool Balance(1)	$688,200,694
Number of Mortgage Loans	42
Number of Mortgaged Properties	76
Number of crossed loans	0
Crossed loans as a percentage	0.0%
Range of Cut-off Date Balances	$1,240,000 to $66,593,280
Average Cut-off Date Balance	$16,385,731
Range of Mortgage Rates	3.3650% to 5.7200%
Weighted average Mortgage Rate	4.4158%
Range of original terms to maturity(2)	120 months to 120 months
Weighted average original term to maturity(2)	120 months
Range of remaining terms to maturity(2)	117 months to 120 months
Weighted average remaining term to maturity(2)	119 months
Range of original amortization terms(3)	300 months to 480 months
Weighted average original amortization term(3)	359 months
Range of remaining amortization terms(3)	298 months to 479 months
Weighted average remaining amortization term(3)	359 months
Range of Cut-off Date LTV Ratios(4)(5)(6)	1.0% to 74.9%
Weighted average Cut-off Date LTV Ratio(4)(5)(6)	54.8%
Range of LTV Ratios as of the maturity date(2)(4)(5)(6)	0.8% to 71.5%
Weighted average LTV Ratio as of the maturity date(2)(4)(5)(6)	50.4%
Range of U/W NCF DSCRs(5)(6)(7)	1.23x to 56.99x
Weighted average U/W NCF DSCR(5)(6)(7)	2.67x
Range of U/W NOI Debt Yields(5)(6)	8.3% to 321.1%
Weighted average U/W NOI Debt Yield(5)(6)	14.0%
Percentage of Initial Pool Balance consisting of:
Amortizing Balloon	34.0%
Interest-only, Balloon	30.9%
Interest-only, ARD	18.3%
Interest-only, Amortizing Balloon	16.8%

⁽¹⁾ Subject to a permitted variance of plus or minus 5%.

⁽²⁾ With respect to any Mortgage Loan with an Anticipated Repayment Date, calculated as of the related Anticipated Repayment Date.

⁽³⁾ Excludes 15 Mortgage Loans identified on Annex A-1 as Extra Space - TIAA Self Storage Portfolio, Apple Campus 3, One Dulles Tower, Airport Business Center, The Gateway, One Lincoln Station, Crescendo Las Vegas Self Storage Portfolio, Park City Self Storage, Sparrows Lodge, Peter Pan MHC, Wesley House Ltd., 3600 Fieldston Road Apartment Corporation, Skylark MHC, Thornycroft Tenants’ Corp. and Rio Seco MHC, collectively representing approximately 49.2% of the Initial Pool Balance, which are interest-only for the entire term or until the Anticipated Repayment Date, as applicable.

⁽⁴⁾ LTV Ratios (such as, for example, the Cut-off Date LTV Ratios and LTV Ratios at Maturity) with respect to the Mortgage Loans were generally calculated using “as-is” values (or any equivalent term) as described under “Description of the Mortgage Pool—Certain Calculations and Definitions”;provided, that with respect to certain Mortgage Loans, the related LTV Ratios have been calculated using “as-complete”, “as-stabilized” or similar hypothetical values. In addition, with respect to certain Mortgage Loans secured by multiple Mortgaged Properties, the Appraised Value may be an “as portfolio” value that assigns a premium to the value of the Mortgaged Properties as a whole, which value exceeds the sum of their individual appraised values. Such Mortgage Loans are identified under the definition of “Appraised Value” set forth under “Description of the Mortgage Pool—Certain Calculations and Definitions—Definitions”. See “Risk Factors—Risks Relating to the Mortgage Loans—Appraisals May Not Reflect Current or Future Market Value of Each Property”.

⁽⁵⁾ In the case of Mortgage Loans that have one or more Pari Passu Companion Loans and/or Subordinate Companion Loans that are not included in the issuing entity, the debt service coverage ratio, loan-to-value ratio and debt yield

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have been calculated including the related Pari Passu Companion Loan(s) but excluding any related Subordinate Companion Loan. With respect to the Twelve Oaks Mall Mortgage Loan, representing approximately 9.7% of the Initial Pool Balance, the related Cut-off Date LTV Ratio, Underwritten Net Cash Flow Debt Service Coverage Ratio and U/W NOI Debt Yield calculated including the related Subordinate Companion Loans are 54.2%, 1.58x and 10.2%, respectively. With respect to The Gateway Mortgage Loan, representing approximately 4.0% of the Initial Pool Balance, the related Cut-off Date LTV Ratio, Underwritten Net Cash Flow Debt Service Coverage Ratio and U/W NOI Debt Yield calculated including the related Subordinate Companion Loans are 63.3%, 1.62x and 6.8%, respectively.

⁽⁶⁾ For Mortgage Loans secured by residential cooperative properties, the debt service coverage ratio and debt yield information are calculated using the projected net operating income and the projected net cash flow reflected in the most recent appraisal obtained by or otherwise in the possession of the related mortgage loan seller as of the Cut-off Date assuming such Mortgaged Property is operated as a rental property. The loan-to-value ratio information for Mortgage Loans secured by residential cooperative properties is based upon the Appraised Value of the residential cooperative property reflected in the most recent appraisal obtained by or otherwise in the possession of the related mortgage loan seller as of the Cut-off Date determined as if such residential cooperative property is operated as a residential cooperative and, in general, such value equals the sum of (i) the gross share value of all cooperative units in such residential cooperative property (applying a discount for units that are subject to existing rent regulated, rent stabilized or rent controlled rental tenants as and if deemed appropriate by the appraiser), based in part on various comparable sales of cooperative apartment units in the market, plus (ii) the amount of the underlying debt encumbering such residential cooperative property. See “Risk Factors—Risks Relating to the Mortgage Loans—Residential Cooperative Properties Have Special Risks” and “—Certain Calculations and Definitions—Certain Characteristics of Mortgage Loans Secured by Residential Cooperatives”.

⁽⁷⁾ Debt Service Coverage Ratios (such as, for example, U/W NCF DSCRs or U/W NOI DSCRs) are calculated based on “Annual Debt Service”, as defined under “Description of the Mortgage Pool—Certain Calculations and Definitions—Definitions”.

See also “—Certain Calculations and Definitions” above for important general and specific information regarding the manner of calculation of the underwritten debt service coverage ratios and loan-to-value ratios. See also “—Certain Terms of the Mortgage Loans” below for important information relating to certain payment and other terms of the Mortgage Loans.

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Property Types

The table below shows the property type concentrations of the Mortgaged Properties:

Property Type Distribution⁽¹⁾

Property Type	Number of Mortgaged Properties	Aggregate Cut-off Date Balance	Approx. % of Initial Pool Balance
Retail
Anchored	5	$81,887,890	11.9	%
Super Regional Mall	1	66,593,280	9.7
Shadow Anchored	3	29,812,500	4.3
Unanchored	1	5,993,699	0.9
Single Tenant	1	4,500,000	0.7
Subtotal:	11	$188,787,369	27.4	%
Office
Suburban	4	$164,895,954	24.0	%
Medical	1	2,123,170	0.3
Subtotal:	5	$167,019,124	24.3	%
Multifamily
Cooperative	13	$52,006,249	7.6	%
High-rise	1	27,500,000	4.0
Low-rise	1	13,000,000	1.9
Subtotal:	15	$92,506,249	13.4	%
Self Storage
Self Storage	29	$91,376,250	13.3	%
Subtotal:	29	$91,376,250	13.3	%
Industrial
Flex	3	$76,104,046	11.1	%
Subtotal:	3	$76,104,046	11.1	%
Hospitality
Limited Service	7	$40,326,936	5.9	%
Full Service	1	11,747,737	1.7
Select Service	1	5,000,000	0.7
Subtotal:	9	$57,074,673	8.3	%
Manufactured Housing
Manufactured Housing	4	$15,332,982	2.2	%
Subtotal:	4	$15,332,982	2.2	%
Total	76	$688,200,694	100.0	%

⁽¹⁾ Because this table presents information relating to Mortgaged Properties and not Mortgage Loans, the information for Mortgage Loans secured by more than one Mortgaged Property is based on allocated loan amounts as set forth in Annex A-1.

Retail Properties

In the case of the retail properties set forth in the above chart, we note the following:

● With respect to the Twelve Oaks Mall Mortgage Loan, representing approximately 9.7% of the Initial Pool Balance, Sears is the owner and sole tenant of a shadow anchor store that is not collateral for the related mortgage loan (the “Non-Collateral Shadow Anchor Store”). Sears has announced that the Non-Collateral Shadow Anchor Store will be auctioned on May 22, 2018, at which time it may be purchased by the mortgage loan borrower or a third party. After such purchase, the Non-

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Collateral Shadow Anchor Store may or may not continue to operate as a Sears store.

● With respect to the Shoppes of Benton Mortgage Loan, representing approximately 3.3% of the Initial Pool Balance, at origination $400,000 was deposited into an earnout reserve, which is permitted to be disbursed to the related borrower in up to two installments, provided that (i) no event of default is continuing; (ii) 3,200 square feet of space (or such portion thereof as shall cause the following clauses (iii) to (v) to be true) have been leased to one or more tenants pursuant to one or more leases meeting the requirements of the loan documents; (iii) the loan-to-value ratio is less than 75.0%; (iv) the debt service coverage ratio is at least 1.25x; (v) the debt yield is at least 7.90%; and (vi) the borrower has delivered an officer's certificate confirming the above conditions have been satisfied. In the event these conditions are not satisfied prior to the 24 month anniversary of the note date, the lender may, in its sole discretion, apply the remaining earnout reserve to prepay the Mortgage Loan on the next following payment date, and the borrower will be required to pay a prepayment fee equal to the greater of (i) 1.00% of the amount prepaid and (ii) a yield maintenance premium. In the event that the lender does not elect to use the earnout to prepay the Shoppes of Benton Mortgage Loan on such payment date, the Shoppes of Benton Borrower will continue to have the right to receive release of the earnout upon fulfillment of the conditions above.

See “Risk Factors—Risks Relating to the Mortgage Loans—Retail Properties Have Special Risks”, and “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” in this prospectus, and “—Specialty Use Concentrations” below.

Office Properties

In the case of the office properties set forth in the above chart, we note the following:

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as One Dulles Tower, representing approximately 9.2% of the Initial Pool Balance, the single tenant, Amazon Web Services, pursuant to its lease that commenced on October 1, 2017, is occupying the Tier 1 space (floors 1-7) and is in the process of completing the Tier 2 space (floors 8-13). The Tier 2 space is expected to be completed in May 2018. The tenant is responsible for obtaining the Non-Residential Use Permit for such Tier 2 space. The tenant’s lease payment obligations are guaranteed by its parent, Amazon.com, Inc., which is rated “Baa1” by Moody’s and “AA-“ by S&P. The parent’s payment guaranty is subject to a cap of $53,600,646, which is reduced monthly, to a minimum of $26,907,558 in August 2024. The Mortgage Loan’s LTV is presented on an as-stabilized basis, which assumes that contractual tenant improvement and leasing commission obligations have been fulfilled and there is no outstanding free rent. A rent concession and gap rent reserve in the amount of $15,974,928 and an outstanding TI/LC reserve in the amount of $26,466,135 were deposited with lender at loan origination. The loan documents include a borrower covenant to obtain (or cause the tenant to obtain) the Non-Residential Use Permit. Further, the lease requires the tenant to obtain the Non-Residential Use Permit as a condition to the landlord’s reimbursing the tenant for tenant improvements.

See “Risk Factors—Risks Relating to the Mortgage Loans—Office Properties Have Special Risks”.

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Multifamily Properties

With respect to the multifamily properties set forth in the above chart, we note the following:

● With respect to The Gateway Mortgage Loan, representing approximately 4.0% of the Initial Pool Balance, the 1,254 high-rise rent-controlled units and 58 low-rise townhouse rent-controlled units are subject to San Francisco’s rent control ordinance. San Francisco’s rent control ordinance does not limit the starting rent on any new lease, but limits any rental increase that a landlord can charge to 60.0% of the annual increase in the consumer price index.

● With respect to the Peninsula Ridge Mortgaged Property, which secures approximately 1.9% of the Initial Pool Balance and contains 96 multifamily units, an affiliate of the borrower is developing a 42-unit Phase II multifamily project adjacent to the Mortgaged Property. Such Phase II multifamily project is anticipated to begin in April 2018 and become available for leasing in 2019. Affiliates of the borrower also own four of six multifamily properties that are in the competitive set for the Mortgaged Property. The related loan documents provide that the borrower may not, and may not permit any affiliate of the borrower or non-recourse carveout guarantor to, (i) lease or offer to lease any space at Phase II or at any other multifamily complex within a two mile radius of the Mortgaged Property (an “Affiliated Competing Property” ) now or hereafter owned by any affiliate of the borrower or non-recourse carveout guarantor to any tenants leasing space at the Mortgaged Property unless at the request of such tenant or (ii) in bad faith steer or direct any prospective tenant seeking to lease space at the Mortgaged Property to any space at Phase II or any Affiliated Competing Property.

● In addition, certain of the residential cooperative properties are subject to government rent regulation, rent stabilization or rent control regulations which limit the rental payments payable by subtenants of unit owners and which would be applicable to any related Mortgaged Property in whole or in part if the same were operated as a multifamily rental property. See “Risk Factors—Risks Relating to the Mortgage Loans—Residential Cooperative Properties Have Special Risks”.

See “Risk Factors—Risks Relating to the Mortgage Loans—Multifamily Properties Have Special Risks”.

Self Storage Properties

See “Risk Factors—Risks Relating to the Mortgage Loans—Self Storage Properties Have Special Risks”.

Industrial Properties

With respect to the industrial properties set forth in the above chart, we note the following:

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Boca Chica Plaza, representing approximately 0.9% of the Initial Pool Balance, certain improvements at the Mortgaged Property encroach into side setback areas by as much as 2.9 feet, which constitutes a zoning violation. The improvements were constructed in 1982. The sponsor acquired the Mortgaged Property in 2005. Based on discussions with City planning staff, the zoning report obtained at loan origination includes comments suggestive of a lesser enforcement

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posture: “the deficiency is considered nonconforming, but the City will not ‘punish the current owner for past development mistake”. However, we cannot assure you that the City will not enforce such setbacks and/or such enforcement action will not have a material adverse effect at the Mortgaged Property.

See “Risk Factors—Risks Relating to the Mortgage Loans—Industrial Properties Have Special Risks”.

Hospitality Properties

In the case of the hospitality properties set forth in the below chart, we note the following:

● With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A-1 to this prospectus as Northwest Hotel Portfolio, representing approximately 5.9% of the Initial Pool Balance, the construction of a 120 room Best Western Premier hotel, which will be directly competitive with the related Mortgaged Property, is expected to be completed in October 2018.

● With respect to the Sparrows Lodge Mortgage Loan, representing approximately 0.7% of the Initial Pool Balance, the related Mortgaged Property is an independent hotel operated by a borrower affiliate without a franchise or management agreement with a hotel chain.

The following table shows the breakdown of each Mortgaged Property associated with a hotel brand through a license agreement, franchise agreement, operating agreement or management agreement.

Mortgaged Property Name	Mortgage Loan Cut-off Date Balance ($)(1)		Percentage (%) of the Initial Pool Balance by Allocated Loan Amount			Expiration/Termination of Related License/ Franchise Agreement, Operating Agreement or Management Agreement	Maturity Date of the Related Mortgage Loan
Holiday Inn BWI Airport	$	11,747,737		1.7	%	2/5/2030	3/1/2028
Hilton Garden Inn Bend	$	7,065,930		1.0	%	3/31/2033	4/11/2028
Hampton Inn & Suites Bend	$	7,019,444		1.0	%	8/31/2034	4/11/2028
Hilton Garden Inn Salt Lake City Downtown	$	6,787,012		1.0	%	3/31/2033	4/11/2028
Hampton Inn & Suites Coeur d’ Alene	$	6,740,525		1.0	%	3/31/2033	4/11/2028
Hampton Inn & Suites Boise Spectrum	$	6,438,364		0.9	%	3/31/2033	4/11/2028
La Quinta Inns & Suites Coeur d’ Alene	$	3,254,047		0.5	%	3/22/2038(2)	4/11/2028
La Quinta Inns & Suites Twin Falls	$	3,021,615		0.4	%	3/22/2038(2)	4/11/2028

⁽¹⁾ With respect to any Mortgaged Property that is part of a Mortgage Loan secured by multiple Mortgaged Properties, the Cut-off Date Balance shown in the table above represents the allocated loan amount.

⁽²⁾ The related franchise agreement provides that the borrower and the franchisor each have the unilateral right to terminate the franchise agreement without cause upon 12 months’ prior notice effective on the 5th, 10th and 15th anniversary of the Effective Date (March 22, 2018).

See “Risk Factors—Risks Relating to the Mortgage Loans—Hospitality Properties Have Special Risks”, “—Risks Relating to Affiliation with a Franchise or Hotel Management Company”, “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” in this prospectus as well as“—Specialty Use Concentrations”.

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Manufactured Housing Community Properties

See “Risk Factors—Risks Relating to the Mortgage Loans—Manufactured Housing Community Properties Have Special Risks” and “—Some Mortgaged Properties May Not be Readily Convertible to Alternative Uses” in this prospectus, and “—Specialty Use Concentrations” below.

Specialty Use Concentrations

Certain Mortgaged Properties have one of the 5 largest tenants by NRA that operates its space as a specialty use that may not allow the space to be readily converted to be suitable for another type of tenant, as set forth in the following table.

Specialty Use	Number of Mortgaged Properties	Approx. % of Initial Pool Balance by allocated loan amount
Gym, fitness center, indoor climbing center or a health club(1)	3	6.8%
Bank branch(2)	2	4.9%
Theater(3)	1	4.0%
Restaurant(4)	4	3.4%
Medical/laboratory/technical training center(5)	3	1.9%

⁽¹⁾ Includes the Mortgaged Properties identified on Annex A-1 to this prospectus as The Gateway, Warm Springs Promenade and Boca Chica Plaza.

⁽²⁾ Includes the Mortgaged Properties identified on Annex A-1 to this prospectus as The Gateway and Boca Chica Plaza.

⁽³⁾ Includes the Mortgaged Property identified on Annex A-1 to this prospectus as The Gateway.

⁽⁴⁾ Includes the Mortgaged Properties identified on Annex A-1 to this prospectus as WMC Portfolio-Chatham Crossing, South Academy Highlands, Dunes Retail Center and Boca Chica Plaza.

⁽⁵⁾ Includes the Mortgaged Properties identified on Annex A-1 to this prospectus as WMC Portfolio-Chatham Crossing, South Academy Highlands and Sunnyvale Medical Plaza.

With respect to the Mortgage Loans secured by residential cooperative properties, information regarding the 5 largest tenants has not been reflected on Annex A-1 or in the chart above. Notwithstanding the exclusion of the residential cooperative properties from the figures presented in the chart above or its corresponding footnotes, certain residential cooperative properties are heavily dependent on income from commercial tenancies and may, in certain instances, have space that is devoted to specialty uses. These uses may include, without limitation, dental or medical offices or clinics, data centers, restaurants, and/or parking garages. The specialty use spaces may not be readily convertible (or convertible at all) to alternative uses if those uses were to become unprofitable, or if the spaces were to become vacant, for any reason. See “Risk Factors—Risks Relating to the Mortgage Loans—Residential Cooperative Properties Have Special Risks”.

See “Risk Factors—Risks Relating to the Mortgage Loans—Adverse Environmental Conditions at or Near Mortgaged Properties May Result in Losses” and “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses”.

Significant Obligors

There are no significant obligors related to the issuing entity.

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Mortgage Loan Concentrations

Top Fifteen Mortgage Loans or Groups of Cross-Collateralized Mortgage Loans

The following table shows certain information regarding the 15 largest Mortgage Loans or groups of cross-collateralized Mortgage Loans by Cut-off Date Balance:

Loan Name	Mortgage Loan Cut-off Date Balance	Approx. % of Initial Pool Balance	Loan per Unit(1)	U/W NCF DSCR(1)	Cut-off Date LTV Ratio(1)(2)	Property Type
Twelve Oaks Mall	$66,593,280	9.7%	$278.72	2.55x	36.1%	Retail
Extra Space – TIAA Self Storage Portfolio	$66,000,000	9.6%	$141.82	1.97x	58.1%	Self Storage
Apple Campus 3	$63,000,000	9.2%	$385.20	3.55x	44.0%	Office
One Dulles Tower	$63,000,000	9.2%	$376.59	2.17x	71.5%	Office
Airport Business Center	$53,000,000	7.7%	$128.14	2.12x	61.3%	Industrial
Northwest Hotel Portfolio	$40,326,936	5.9%	$138,411.07	1.78x	65.3%	Hospitality
North Bay Portfolio	$35,000,000	5.1%	$105.43	1.66x	62.4%	Various
Prescott Valley Crossroads	$32,010,000	4.7%	$127.45	1.49x	65.3%	Retail
WMC Portfolio	$29,812,500	4.3%	$112.62	1.44x	74.9%	Retail
The Gateway	$27,500,000	4.0%	$263,157.89	3.00x	38.0%	Multifamily
One Lincoln Station	$27,000,000	3.9%	$183.44	1.94x	61.6%	Office
Shoppes of Benton	$22,975,000	3.3%	$132.22	1.23x	71.0%	Retail
300 E. 85th Housing Corp.	$15,289,439	2.2%	$86,871.81	5.89x	6.5%	Multifamily
Peninsula Ridge	$13,000,000	1.9%	$135,416.67	1.30x	73.2%	Multifamily
Warm Springs Promenade	$12,985,776	1.9%	$73.75	1.67x	64.0%	Retail
Top 3 Total/Weighted Average	$195,593,280	28.4%		2.68x	46.1%
Top 5 Total/Weighted Average	$311,593,280	45.3%		2.48x	53.8%
Top 10 Total/Weighted Average	$476,242,716	69.2%		2.26x	56.6%
Top 15 Total/Weighted Average	$567,492,931	82.5%		2.26x	56.6%

⁽¹⁾ In the case of each of the Mortgage Loans that is part of a Whole Loan, the calculation of the Loan per Unit, U/W NCF DSCR and Cut-off Date LTV Ratio for each such Mortgage Loan is calculated based on the principal balance, debt service payment and Underwritten Net Cash Flow for the Mortgage Loan included in the issuing entity and the related Pari Passu Companion Loan in the aggregate, but unless otherwise expressly stated, excludes any Subordinate Companion Loan. In general, when a Mortgage Loan is cross-collateralized and cross-defaulted with one or more other Mortgage Loans, we present loan-to-value ratio, debt service coverage ratio and debt yield information for the cross-collateralized group on an aggregate basis in the manner described in this prospectus (without regard to any limitation on the amount of indebtedness secured by any Mortgaged Property in such cross-collateralized group). On an individual basis, without regard to the cross-collateralization feature, any Mortgage Loan that is part of a cross-collateralized group of Mortgage Loans may have a higher loan-to-value ratio, lower debt service coverage ratio and/or lower debt yield than is presented in this prospectus.

⁽²⁾ With respect to the Extra Space - TIAA Self Storage Portfolio Mortgage Loan, the Apple Campus 3 Mortgage Loan, the One Dulles Tower Mortgage Loan and the Northwest Hotel Portfolio Mortgage Loan, the Cut-off Date LTV Ratio is based on an Appraised Value that is other than an “as-is” value, as set forth in the definition of “Appraised Value.” See “—Certain Calculations and Definitions—Definitions.”

For more information regarding the 15 largest Mortgage Loans or groups of cross-collateralized Mortgage Loans and/or loan concentrations and related Mortgaged Properties, see the individual Mortgage Loan and portfolio descriptions in Annex A-3. Other than with respect to the top 15 Mortgage Loans or groups of cross-collateralized Mortgage Loans identified in the table above, each of the other Mortgage Loans represents no more than 1.7% of the Initial Pool Balance.

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See “Risk Factors—Risks Relating to the Mortgage Loans—Concentrations Based on Property Type, Geography, Related Borrowers and Other Factors May Disproportionately Increase Losses”.

Cross-Collateralized Mortgage Loans; Multi-Property Mortgage Loans and Related Borrower Mortgage Loans

Certain Mortgage Loans set forth in the table below, collectively representing approximately 26.3% of the Initial Pool Balance, are each secured by two or more properties. In some cases, however, the amount of the mortgage lien encumbering a particular property or group of those properties may be less than the full amount of indebtedness under the Mortgage Loan, generally to minimize recording tax. In such instances, the mortgage amount may equal a specified percentage (generally ranging from 100% to 150%, inclusive) of the appraised value or allocated loan amount for the particular Mortgaged Property. This would limit the extent to which proceeds from that property would be available to offset declines in value of the other Mortgaged Properties securing the same Mortgage Loan or group of cross-collateralized Mortgage Loans.

The table below shows each individual Mortgage Loan that is secured by two or more Mortgaged Properties and each group of cross-collateralized Mortgage Loans, if any.

Cross-Collateralized/Multi-Property Mortgage Loans⁽¹⁾⁽²⁾

Mortgage Loan/Property Portfolio Names	Multi-Property Loan or Cross-Collateralized Group	Aggregate Cut-off Date Balance	Approx. % of Initial Pool Balance
Extra Space - TIAA Self Storage Portfolio	Multi-Property Loan	$66,000,000	9.6	%
Northwest Hotel Portfolio	Multi-Property Loan	40,326,936	5.9
North Bay Portfolio	Multi-Property Loan	35,000,000	5.1
WMC Portfolio	Multi-Property Loan	29,812,500	4.3
Crescendo Las Vegas Self Storage Portfolio	Multi-Property Loan	10,000,000	1.5
Total		$181,139,436	26.3	%

⁽¹⁾ Total may not equal the sum of such amounts listed due to rounding.

⁽²⁾ In some cases, an individual Mortgaged Property may be comprised of two or more parcels that may not be contiguous or may be owned by separate borrowers.

In some cases, an individual Mortgaged Property may be comprised of two or more parcels that may not be contiguous or may be owned by separate borrowers.

1 group of Mortgage Loans, set forth in the table below entitled“Related Borrower Loans (Other than Cross-Collateralized Groups)”, collectively representing approximately 1.3% of the Initial Pool Balance, are not cross-collateralized but have borrower sponsors related to each other. See“Risk Factors—Risks Relating to the Mortgage Loans—Concentrations Based on Property Type, Geography, Related Borrowers and Other Factors May Disproportionately Increase Losses” in addition to Annex A-1 and the related footnotes.

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Related Borrower Loans (Other than Cross-Collateralized Groups)⁽¹⁾⁽²⁾

Mortgage Loan Names	Number of Mortgaged Properties	Aggregate Cut-off Date Balance	Approx. % of Initial Pool Balance
Peter Pan MHC	1	$4,850,000	0.7	%
Skylark MHC	1	2,550,000	0.4
Rio Seco MHC	1	1,240,000	0.2
Total	3	$8,640,000	1.3	%

⁽¹⁾ Totals may not equal the sum of such amounts listed due to rounding.

⁽²⁾ Mortgage Loans with related borrowers are identified under “Related-Borrower Loans” on Annex A-1. See “Risk Factors—Risks Relating to the Mortgage Loans—Concentrations Based on Property Type, Geography, Related Borrowers and Other Factors May Disproportionately Increase Losses” in addition to Annex A-1 and the related footnotes.

Geographic Concentrations

The table below shows the states that have concentrations of Mortgaged Properties that secure 5.0% or more of the Initial Pool Balance:

Geographic Distribution⁽¹⁾

State	Number of Mortgaged Properties	Aggregate Cut-off Date Balance	% of Initial Pool Balance
California	20	$236,199,952	34.3	%
Michigan	2	$79,593,280	11.6	%
Virginia	2	$73,112,280	10.6	%
New York	13	$52,006,249	7.6	%
Colorado	2	$34,350,000	5.0	%
Arizona	3	$34,142,009	5.0	%

⁽¹⁾ Because this table presents information relating to Mortgaged Properties and not the Mortgage Loans, the information for any Mortgaged Property that is one of multiple Mortgaged Properties securing a particular Mortgage Loan is based on an allocated loan amount as stated in Annex A-1.

The remaining Mortgaged Properties are located throughout 16 other states and Washington, D.C., with no more than 3.3% of the Initial Pool Balance by allocated loan amount secured by Mortgaged Properties located in any such jurisdiction.

In addition, with respect to the Mortgaged Properties in the Mortgage Pool, we note the following in respect of their geographic concentration:

● 23 Mortgaged Properties, securing approximately 36.4% of the Initial Pool Balance, are located in areas that are considered a high earthquake risk (seismic zones 3 or 4), and seismic reports were prepared with respect to these Mortgaged Properties, and based on those reports, no Mortgaged Property has a seismic expected loss greater than 23.0%.

● 4 Mortgaged Properties, securing approximately 2.9% of the Initial Pool Balance by allocated loan amount, are each located within approximately 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina, North Carolina or in Puerto Rico, which areas are more susceptible to hurricanes. See representation and warranty no. 18 in Annex D-1 (subject to the limitations and qualifications set forth in the preamble in Annex D-1).

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Mortgaged Properties With Limited Prior Operating History

4 of the Mortgaged Properties, securing 4 of the Mortgage Loans, collectively representing approximately 22.3% of the Initial Pool Balance, are Mortgaged Properties that (i) were constructed or the subject of a major renovation that was completed within 12 calendar months prior to the Cut-off Date or are leased fee properties and, therefore, the related Mortgaged Property has no or limited prior operating history, (ii) have a borrower or an affiliate under the related Mortgage Loan that acquired the related Mortgaged Property within 12 calendar months prior to the Cut-off Date and such borrower or affiliate was unable to provide the related mortgage loan seller with historical financial information for such acquired Mortgaged Property or (iii) are single tenant properties subject to triple net leases with the related tenant where the related borrower did not provide the related mortgage loan seller with historical financial information for the related Mortgaged Property.

See “Risk Factors—Risks Relating to the Mortgage Loans—Limited Information Causes Uncertainty”.

Tenancies-in-Common

With respect to the Mortgage Loans secured by the Mortgaged Properties identified on Annex A-1 as One Dulles Tower and One Lincoln Station, collectively representing approximately 13.1% of the Initial Pool Balance, the related borrowers own all or a portion of the related Mortgaged Property as tenants-in-common, and the respective tenants-in-common have agreed to a waiver of their rights of partition. See “Risk Factors—Risks Relating to the Mortgage Loans—The Borrower’s Form of Entity May Cause Special Risks”and“—Tenancies-in-Common May Hinder Recovery”.

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 as Lenox Manor Owners, Inc.; Compark Owners Corp., representing approximately 0.3% of the Initial Pool Balance, Lenox Manor Owners, Inc., a cooperative housing corporation, and Compark Owners Corp., a New York corporation, are co-borrowers and own the related Mortgaged Property as tenants-in-common. As of the Cut-off Date, Lenox Manor Owners, Inc. controls Compark Owners Corp.’s board of directors having appointed four of five seats on such board of directors. Lenox Manor Owners, Inc. and Compark Owners Corp. are parties to a Reciprocal Co-Tenancy Agreement which sets forth certain rights, easements, appurtenances, interests, and benefits of the parties with respect to the Mortgaged Property and which gives Lenox Manor Owners, Inc. the exclusive use of the residential cooperative apartments and Compark Owners Corp. the exclusive use and occupancy of the garage and six retail units to which no cooperative shares have been allocated. Lenox Manor Owners, Inc. generally has the right and obligation to manage and operate the entire Mortgaged Property, subject to the obligation of Compark Owners Corp. to pay a pro rata share of expenses as set forth in the Reciprocal Co-Tenancy Agreement. Both Lenox Manor Owners, Inc. and Compark Owners Corp. have waived their respective rights of partition.

Condominium and Other Shared Interests

1 Mortgage Loan identified on Annex A-1 as One Lincoln Station, representing approximately 3.9% of the Initial Pool Balance, is secured in whole or in part by the related borrower’s interest in one or more units in a condominium. With respect to such Mortgage Loan, the borrower generally controls the appointment and voting of the condominium board or the condominium owners cannot take actions or cause the condominium association to take actions that would affect the borrower’s unit without the borrower’s consent.

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With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 as One Lincoln Station, representing approximately 3.9% of the Initial Pool Balance, the Mortgaged Property is a 147,184 sf office building that includes condominium interests as follows: (i) a 50% ownership interest in the south (Kaiser) parking garage, with 195 parking spaces allocable to the mortgaged property; and (ii) a 14.74% ownership interest (leasehold) in the north (RTD) parking garage, with 273 parking spaces allocable to the mortgaged property. The respective owners’ associations operate the north and south garages, and costs are borne by unit holders pro rata; in addition, such associations maintain property and liability insurance, and control the disbursement of available casualty proceeds, which they are obligated to use for restoration. The loan documents provide for personal liability to the borrower and the guarantor for losses resulting from any condominium regime’s being amended, modified, cancelled, terminated or withdrawn, in each case without lender’s consent.

See “Risk Factors—Risks Relating to the Mortgage Loans—Condominium Ownership May Limit Use and Improvements”.

Residential Cooperatives

13 of the Mortgage Loans, collectively representing approximately 7.6% of the Initial Pool Balance, are secured by Mortgaged Properties structured as residential cooperatives. See “Risk Factors—Risks Relating to the Mortgage Loans—Residential Cooperative Properties Have Special Risks” and “—Property Types—Multifamily Properties”.

Fee & Leasehold Estates; Ground Leases

The table below shows the distribution of underlying interests encumbered by the mortgages related to the Mortgaged Properties:

Underlying Estate Distribution⁽¹⁾

Underlying Estate	Number of Mortgaged Properties	Aggregate Cut-off Date Balance	Approx. % of Initial Pool Balance
Fee(2)	75	$661,200,694	96.1	%
Fee/Leasehold(3)	1	27,000,000	3.9
Total	76	$688,200,694	100.0	%

⁽¹⁾ Because this table presents information relating to Mortgaged Properties and not Mortgage Loans, the information for Mortgage Loans secured by more than one Mortgaged Property is based on allocated loan amounts as set forth in Annex A-1.

⁽²⁾ For purposes of this prospectus, an encumbered interest will be characterized as a “fee interest” and not a leasehold interest if (i) the borrower has a fee interest in all or substantially all of the Mortgaged Property (provided that if the borrower has a leasehold interest in any portion of the Mortgaged Property, such portion is not, individually or in the aggregate, material to the use or operation of the Mortgaged Property), or (ii) the Mortgage Loan is secured by the borrower’s leasehold interest in the Mortgaged Property as well as the borrower’s (or other fee owner’s) overlapping fee interest in the related Mortgaged Property.

⁽³⁾ With respect to the One Lincoln Station Mortgage Loan, representing approximately 3.9% of the Initial Pool Balance, the Mortgaged Property consists of both a fee interest and leasehold interests, as described below.

In general, except as noted in the exceptions to representation and warranty no. 36 in Annex D-1 indicated on Annex D-2 or otherwise discussed below, and unless the related fee interest is also encumbered by the related Mortgage, each of the ground leases: (i) has a term that extends at least 20 years beyond the maturity date of the Mortgage Loan (taking into account all freely exercisable extension options); and (ii) contains customary

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mortgagee protection provisions, including notice and cure rights and the right to enter into a new lease with the applicable ground lessor in the event a ground lease is rejected or terminated.

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 as One Lincoln Station, representing approximately 3.9% of the Initial Pool Balance, the Mortgaged Property is a 147,184 sf office building that includes a leasehold interest in the north (RTD) parking garage, with 273 parking spaces allocable to the Mortgaged Property. The leasehold interest is one unit having a 14.74% voting rights interest in a two-unit condominium regime. Including the 273 parking spaces within such north parking garage, the Mortgaged Property has access rights to 708 parking spaces. Current zoning requires 368 parking spaces. The ground lease is with the Colorado Regional Transportation District, and the initial term expires March 22, 2106 (the loan matures April 11, 2028). Rent for the entire initial term was nominal and has been fully paid. The loan documents provide for springing recourse to the guarantor in the event that the ground lease is terminated. The loan documents further require the borrower to use commercially reasonable efforts to obtain an estoppel from the ground lessor, which was submitted to the ground lessor prior to loan origination but is still pending. In the event of a total or substantially total casualty or condemnation, available proceeds are distributed to owners in accordance to their respective interests (not, first, to the debt). The ground lease does not provide that the ground lessor will enter into a new lease with the lender upon termination of the ground lease for any reason nor does the ground lease provide the ground lessor with a termination remedy if the ground lessee defaults. In such event, the ground lessor’s sole remedies are to either (i) bring suit for collection of rent or other amounts for which the ground lessee may be in default, without terminating the ground lease, or for performance of any other covenant or agreement of the ground lessee and/or (ii) the ground lessor may cure such default and seek reimbursement from the ground lessee. The related owners’ association is responsible for maintenance of the north (RTD) parking garage.

Environmental Considerations

An environmental report was prepared for each Mortgaged Property securing a Mortgage Loan no more than 6 months prior to the Cut-off Date. See Annex A-1 for the date of the environmental report for each Mortgaged Property. The environmental reports were generally prepared pursuant to the ASTM International (“ASTM”) standard for a Phase I environmental site assessment (the “ESA”). In addition to the Phase I standards, some of the environmental reports will include additional research, such as limited sampling for asbestos-containing material, lead-based paint, radon or water damage with limited areas of potential or identified mold, depending on the property use and/or age. Additionally, as warranted pursuant to ASTM standards, supplemental Phase II site investigations have been completed for some Mortgaged Properties to further evaluate certain environmental issues, including certain recognized environmental conditions (each, a “REC”). A Phase II investigation generally consists of sampling and laboratory analysis. Unless expressly indicated below, the borrower was not required to remediate the RECs and other conditions described below.

See “Risk Factors—Risks Relating to the Mortgage Loans—Adverse Environmental Conditions at or Near Mortgaged Properties May Result In Losses” in this prospectus. See also representation and warranty no. 43 in Annex D-1 and the exceptions thereto in Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D-1).

Described below is certain additional information regarding environmental issues at the Mortgaged Properties:

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● With respect to the Apple Campus 3 Mortgage Loan, representing approximately 9.2% of the Initial Pool Balance, the Phase I environmental site assessment identified the following recognized environmental conditions that existed prior to the Apple Campus 3 improvements being developed: (i) certain arsenic and pesticides in soil which were the subject of significant site-wide excavation and an ongoing site management plan prepared in November 2017; (ii) known offsite trichloroethylene (TCE) impacts to soil, soil-gas, and groundwater and on-site TCE in soil-gas above commercial screening level which were the subject of a vapor-intrusion mitigation system, solvent-resistant vapor barrier, passive vapor venting pipes and construction of office building with office levels over open-deck parking levels; and (iii) groundwater contamination, including various volatile organic compounds, primarily TCE, in area of historical industrial use associated with semiconductor and electronics manufacturing since the 1960s for which responsible parties Advanced Micro Devices, Inc., Northrop Grumman, and Locus Technologies, a subsidiary of Philips Electronics Company, have been identified and deemed to have adequate financial wherewithal to address the issues. The loan documents require compliance with the November 2017 site management plan and ongoing maintenance of the vapor intrusion mitigation system, among other things.

● With respect to the Airport Business Center Mortgage Loan, representing approximately 7.7% of the Initial Pool Balance, the Phase I ESA identified a controlled recognized environmental condition (“CREC”) associated with contaminants in soil and groundwater from prior industrial uses and dry cleaning operations at the mortgaged property. The Orange County Health Care Agency (“OCHCA”) issued a case closure letter for the site on September 9, 2009, confirming that no further action was required at that time subject to the following conditions: (i) continued operation and maintenance of an existing sub-slab depressurization system (“SSDS”) and an existing surface seal at what is currently a drop-off dry cleaner tenant space); and (ii) re-evaluation of the health risk in the event that current space in Building 61 changes to a sensitive-receptor unit (such as a day care center). Facility personnel indicated to the environmental consultant that the SSDS is currently operational and no sensitive-receptor tenants have occupied these spaces. The Phase I ESA consultant recommended no further assessment of the CREC. The loan documents include an ongoing covenant to comply with the OCHCA’s case closure letter conditions, and the guarantor has personal liability for losses related to such environmental matters.

● With respect to the Warm Springs Promenade Mortgage Loan, representing approximately 1.9% of the Initial Pool Balance, the ESA identified as an environmental concern that a rendering plant had been located at the Mortgaged Property since circa 1965 (which was demolished in 2001) and that prior environmental assessments conducted while such plant was in operation had identified the operation of such plant as a REC. Investigations conducted in 1998 and 1999 found oil and grease compounds in soil samples; however no state regulatory limit exists for such compounds. The ESA concluded that a REC was not identified and further evaluation of the former use was not warranted.

Redevelopment, Renovation and Expansion

Certain of the Mortgaged Properties are properties which are currently undergoing or are expected to undergo material redevelopment, renovation or expansion, including with respect to hotel properties, executing property improvement plans (“PIPs”) required by the franchisors. Below are descriptions of certain of such Mortgaged Properties:

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● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as One Dulles Tower, representing approximately 9.2% of the Initial Pool Balance, the single tenant, Amazon Web Services, pursuant to its lease that commenced on October 1, 2017, is occupying the Tier 1 space (floors 1-7) and is in the process of completing improvements in the Tier 2 space (floors 8-13). The Tier 2 space is expected to be completed in May 2018. A rent concession and gap rent reserve in the amount of $15,974,928 and an outstanding TI/LC reserve in the amount of $26,466,135 was deposited with lender at loan origination.

● With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A-1 to this prospectus as Northwest Hotel Portfolio, representing approximately 5.9% of the Initial Pool Balance, the borrower was required to reserve approximately $14,116,206 at origination with respect to all of the Mortgaged Properties which represents 110% of the estimated costs for all existing PIP renovations required by the various related franchise agreements in connection with the borrower’s acquisition of the Mortgaged Properties to bring the Mortgaged Properties up to franchisor’s current standards. Planned PIP renovations include upgrades to the guest bedrooms, guest bathrooms, breakfast area, guest facilities and parking lots. PIP renovations completion date requirements range from 12 to 36 months of loan origination. The up-front PIP reserve is allocated to the individual Mortgaged Properties as follows: (1) $1,852,061 to the Hilton Garden Inn Salt Lake City Downtown property, (2) $2,130,317 to the Hilton Garden Inn Bend property, (3) $4,129,533 to the Hampton Inn Suites Boise Spectrum property, (4) $55,000 to the Hampton Inn & Suites Bend property, (5) $3,677,355 to the Hampton Inn & Suites Coeur d'Alene property, (6) $346,940 to the La Quinta Inns & Suites Coeur d'Alene property, and (7) $1,925,000 to the La Quinta Inns & Suites Twin Falls property. The loan documents provide for (A) personal liability to the borrower and the guarantor for losses related to failure to comply with or complete any PIP work and (B) partial springing recourse to the borrower and the guarantor for any franchise agreement cancellation, termination or expiration unless an agreement is executed with a replacement franchisor satisfactory to the lender, in an amount equal to the lesser of (x) 125% of the allocated loan amount for the applicable Mortgaged Property and (y) the entire outstanding amount of the Mortgage Loan.

● With respect to the Holiday Inn BWI Airport Mortgage Loan, representing approximately 1.7% of the Initial Pool Balance, the Mortgaged Property is subject to a $700,000 franchisor-required property improvement plan, which is required to be completed on dates ranging from September 15, 2018 to March 15, 2019.

We cannot assure you that any of these redevelopments, renovations or expansions will be completed, that any amounts reserved in connection therewith will be sufficient to complete any such redevelopment, renovation or expansion or that the failure to do so will not have a material adverse impact on the related Mortgaged Properties. Additionally, other Mortgaged Properties may, and likely do, have property improvement or renovation plans in various stages of completion or planning.

Certain risks related to redevelopment, renovation and expansion at a Mortgaged Property are described in “Risk Factors—Risks Relating to the Mortgage Loans—Risks Related to Redevelopment, Expansion and Renovation at Mortgaged Properties”.

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Assessment of Property Value and Condition

In connection with the origination or acquisition of each Mortgage Loan or otherwise in connection with this offering, an appraisal was conducted in respect of the related Mortgaged Property by an independent appraiser or an update of an existing appraisal was obtained. In each case, the appraisal complied, or the appraiser certified that it complied, with the real estate appraisal regulations issued jointly by the federal bank regulatory agencies under the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended. In general, those appraisals represent the analysis and opinion of the person performing the appraisal and are not guarantees of, and may not be indicative of, present or future value. We cannot assure you that another person would not have arrived at a different valuation, even if such person used the same general approach to and same method of valuing the property or that different valuations would not have been reached separately by the mortgage loan sellers based on their internal review of such appraisals. The appraisals obtained as described above sought to establish the amount a typically motivated buyer would pay a typically motivated seller. Such amount could be significantly higher than the amount obtained from the sale of a Mortgaged Property under a distress or liquidation sale.

In addition, in general, a licensed engineer, architect or consultant inspected the related Mortgaged Property, in connection with the origination or acquisition of each of the Mortgage Loans or otherwise in connection with this offering, to assess the condition of the structure, exterior walls, roofing, interior structure and mechanical and electrical systems. Engineering reports by licensed engineers, architects or consultants generally were prepared, except for newly constructed properties, certain manufactured housing community properties and properties for which the borrower’s interest consists of a fee interest solely on the land and not any improvements, for the Mortgaged Properties in connection with the origination of the related Mortgage Loan or in connection with this offering. None of these engineering reports are more than 6 months old as of the Cut-off Date. In certain cases where material deficiencies were noted in such reports, the related borrower was required to establish reserves for replacement or repair or remediate the deficiency.

See Annex A-1 and the footnotes related thereto and the definition of “LTV Ratio” for additional information.

Condemnations

There may be Mortgaged Properties as to which there have been or are currently condemnations, takings and/or grant of easements affecting portions of such Mortgaged Properties, or property adjacent to such Mortgaged Properties, which, in general, would not and do not materially affect the use, value or operation of such Mortgaged Property.

● With respect to the Sunnyvale Medical Plaza Mortgage Loan, representing approximately 0.3% of the Initial Pool Balance, after the origination date of the Mortgage Loan, the borrower received notice that the Texas Department of Transportation is proposing the condemnation of a 1,541-square foot strip (0.0354 acres) of the Mortgaged Property along Collins Road for the purpose of widening Collins Road. The amount of land planned to be taken runs 292.47 feet along Collins Road and is 6.12 feet wide at the southern point and 8.73 feet wide at the northern point. The building on Lot 1 is currently located 52.2 feet from the right of way, with a setback line in the zoning code of 50 feet. The proposed taking will result in the building violating the 50-foot setback by 3.92 feet.

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Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings

● 34 of the Mortgage Loans, representing approximately 76.7% of the Initial Pool Balance, were originated in connection with the borrower’s refinancing of a previous mortgage loan.

● 7 of the Mortgage Loans, representing approximately 22.6% of the Initial Pool Balance, were originated in connection with the borrower’s acquisition of the related Mortgaged Property.

● 1 of the Mortgage Loans, representing approximately 0.7% of the Initial Pool Balance, were originated in connection with the borrower’s recapitalization of the related Mortgaged Property.

Certain of the borrowers, principals of the borrowers and other entities under the control of such principals or single tenants at the related Mortgaged Properties or in certain cases a Mortgaged Property that secures a Mortgage Loan are, or previously have been, parties to bankruptcy proceedings, foreclosure proceedings, deed-in-lieu of foreclosure transactions and/or mortgage loan workouts resulting from mortgage loan defaults, which in some cases involved a Mortgaged Property that secures a Mortgage Loan to be included in the Trust. For example:

● With respect to 7 Mortgage Loans secured by the Mortgaged Properties or portfolio of Mortgaged Properties identified on Annex A-1 as Twelve Oaks Mall, One Dulles Tower, North Bay Portfolio, WMC Portfolio, Peninsula Ridge, Warm Springs Promenade and Crescendo Las Vegas Self Storage Portfolio, collectively representing approximately 33.5% of the Initial Pool Balance, (a) within approximately the last 10 years, related borrowers, sponsors and/or key principals (or affiliates thereof) have previously (i) sponsored, been a key principal with respect to, or been a payment or non-recourse carveout guarantor on mortgage loans secured by, real estate projects (including in some such cases, the particular Mortgaged Property or Mortgaged Properties referenced above in this sentence) that became the subject of foreclosure proceedings or a deed-in-lieu of foreclosure or bankruptcy proceedings or directly or indirectly secured a real estate loan or a real estate related mezzanine loan that was the subject of a discounted payoff or modification, or (ii) been the subject of personal bankruptcy proceedings, (b) the related Mortgage Loan refinanced a prior loan secured by, or a mezzanine loan secured by interests in the owner of, the Mortgaged Property which prior loan was the subject of a maturity default, a maturity extension or a discounted payoff, short sale or other restructuring, (c) the Mortgaged Property was acquired by the related borrower or an affiliate thereof from a foreclosing lender or through foreclosure or a deed-in-lieu of foreclosure, as part of an REO transaction, at a foreclosure sale or out of receivership, or (d) the Mortgaged Property has been or currently is involved in a borrower, principal or tenant bankruptcy.

In particular, with respect to the 15 largest Mortgage Loans or groups of cross-collateralized Mortgage Loans we note the following:

● With respect to the Twelve Oaks Mall Mortgage Loan, representing approximately 9.7% of the Initial Pool Balance, an affiliate of sponsor/guarantor (The Taubman Realty Group Limited Partnership) has been in several mortgage loan defaults which resulted in deed-in-lieu: (i) Regency Square property located in Richmond, Virginia in 2012 and (ii) Pier Shops at Caesars in Atlantic City, New Jersey in 2010.

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● With respect to the One Dulles Tower Mortgage Loan, representing approximately 9.2% of the Initial Pool Balance, affiliates of the sponsors/guarantors (HG One Dulles Managing Co., LLC, Jordan E. Slone, Saul Lubetski, Herb K. Bangel, David Zwiebel, Jay Zweibel, Pinchas Mendlovic and T. Richard Litton, Jr.) have been involved in various mortgage loan defaults resulting in deeds-in-lieu and/or foreclosures.

● With respect to the North Bay Portfolio Mortgage Loan, representing approximately 5.1% of the Initial Pool Balance, the related sponsor has been involved in other real estate projects over the last 10 years that have resulted in discounted pay-offs.

● With respect to the WMC Portfolio Mortgage Loan, representing approximately 4.3% of the Initial Pool Balance, the two non-recourse carveout guarantors were managers of an entity that executed a deed-in-lieu of foreclosure in connection with a loan secured by a retail center in 2015.

● With respect to the Peninsula Ridge Mortgage Loan, representing approximately 1.9% of the Initial Pool Balance, one of the non-recourse carveout guarantors was a guarantor with respect to an entity that recently entered into a deed-in-lieu of foreclosure on a development project.

● With respect to the Warm Springs Promenade Mortgage Loan, representing approximately 1.9% of the Initial Pool Balance, the non-recourse carveout guarantor and other affiliated equity owners were guarantors on a hotel loan that went into default.

Certain risks relating to bankruptcy proceedings are described in “Risk Factors—Risks Relating to the Mortgage Loans—A Bankruptcy Proceeding May Result in Losses and Delays in Realizing on the Mortgage Loans” and “—Litigation Regarding the Mortgaged Properties or Borrowers May Impair Your Distributions” and “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws”.

Tenant Issues

Tenant Concentrations

The Mortgaged Properties have tenant concentrations as set forth below:

● 3 Mortgaged Properties, representing in the aggregate approximately 19.0% of the Initial Pool Balance by allocated loan amount, are each leased entirely (or substantially in its entirety) to a single tenant.

● 2 Mortgaged Properties, representing in the aggregate approximately 4.8% of the Initial Pool Balance by allocated loan amount, are leased to multiple tenants; however, one such tenant occupies 50% or more of the NRA of each such Mortgaged Property.

See “—Lease Expirations and Terminations”below, “Risk Factors—Risks Relating to the Mortgage Loans—Risks of Commercial and Multifamily Lending Generally”, “—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases—A Tenant Concentration May Result in Increased Losses” and “—Concentrations Based on Property Type, Geography, Related Borrowers and Other Factors May Disproportionately Increase Losses”.

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Lease Expirations and Terminations

Expirations

Certain of the Mortgaged Properties are subject to tenant leases that expire before the maturity date of the related Mortgage Loan. For tenant lease expiration information in the form of a lease rollover chart relating to each of the top 15 Mortgage Loans or groups of cross-collateralized Mortgage Loans, see the related summaries attached as Annex A-3. In addition, see Annex A-1 for tenant lease expiration dates for the 5 largest tenants (based on NRA leased) at each retail, office and industrial Mortgaged Property. Whether or not any of the 5 largest tenants at a particular Mortgaged Property have leases that expire before, or shortly after, the maturity of the related Mortgage Loan, there may be a significant percentage of leases at a particular Mortgaged Property that expire in a single calendar year, a rolling 12-month period or prior to, or shortly after, the maturity of a Mortgage Loan. Furthermore, some of the Mortgaged Properties have significant leases or a significant concentration of leases that expire before, or shortly following, the maturity of the related Mortgage Loan. In addition, certain other Mortgaged Properties may have a significant portion of the leases that expire or can be terminated in a particular year, or portion thereof, at the related Mortgaged Property. Prospective investors are encouraged to review the tables entitled “Tenant Summary” and “Lease Rollover Schedule” for the 15 largest Mortgage Loans or groups of cross-collateralized Mortgage Loans presented on Annex A-3.

If a Mortgaged Property loses its sole tenant, whether upon expiration of the related lease or otherwise, the “dark value” of such property may be materially below the “as-is” value of such property or even the unpaid principal balance of the related Mortgage Loan because of the difficulties of finding a new tenant that will lease the space on comparable terms as the old tenant. Such difficulties may arise from an oversupply of comparable space, high vacancy rates, low rental rates or the Mortgaged Property’s lack of suitability for most potential replacement tenants.

In addition, with respect to certain other Mortgaged Properties, there are leases that represent in the aggregate a material (greater than 25%) portion (but less than 100%) of the NRA of the related Mortgaged Property that expire in a single calendar year prior to, or shortly after, the maturity of the related Mortgage Loan.

See Annex A-1 for tenant lease expiration dates for the 5 largest tenants (based on NRA leased) at each retail, office and industrial Mortgaged Property.

Terminations

In addition to termination options tied to certain triggers as described in “Risk Factors—Risks Relating to the Mortgage Loans—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases—Early Lease Termination Options May Reduce Cash Flow” that are common with respect to retail properties, certain tenant leases permit the related tenant to unilaterally terminate its lease. For example (with respect to the largest 15 Mortgage Loans or groups of cross-collateralized Mortgage Loans and the largest 5 tenants at each related Mortgaged Property or portfolio of Mortgaged Properties):

● With respect to the One Dulles Tower Mortgage Loan, representing approximately 9.2% of the Initial Pool Balance, Amazon, the sole tenant, has a one-time contraction option to terminate a portion of the Amazon lease applicable to any number of floors not to exceed 6, beginning with the top floor (13th floor) and

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down, effective as of April 30, 2028 upon notice provided no later than January 1, 2027 and the payment of a contraction fee in the amount of (x) the number of rentable square feet being contracted multiplied by (y) $25.05 (the “Contraction Fee” ). 50% of the Contraction Fee shall be due within 60 days of the tenant’s delivery of the contraction notice and the balance shall be due on April 30, 2028.

● With respect to the One Lincoln Station Mortgage Loan, representing approximately 3.9% of the Initial Pool Balance, the second largest tenant, Shea Homes, representing approximately 21.5% of the NRA has (x) a one-time right to terminate its lease with respect to the leased space on the 5th floor only effective November 2019 upon 270 days’ notice and the payment of a termination fee equal to unamortized leasing costs and abated base rent, and (y) a one-time right to terminate its lease effective March 2025 upon 270 days’ notice and the payment of a termination fee equal to unamortized leasing costs, abated base rent and three months of additional base rent.

With respect to certain retail properties, some or all of the related tenants may not be required to continue to operate (i.e. such tenants may “go dark”) at such properties. With respect to any such tenant that has a right to go dark, if such tenant elects to go dark, such election may trigger co-tenancy clauses in other tenants’ leases.

For more information related to tenant termination options held by the 5 largest tenants (by NRA leased) see Annex A-1 and the accompanying footnotes for additional information, as well as the charts entitled “Tenant Summary” and “Lease Rollover Schedule” for certain tenants at the 15 largest Mortgage Loans or groups of cross-collateralized Mortgage Loans presented on Annex A-3.

Other

Tenants under certain leases included in the Underwritten Net Cash Flow, Underwritten NOI and/or Occupancy Rate may not be in physical occupancy, may not have begun paying rent, may have subleased their spaces in whole or part or may be in negotiation.

For example, with respect to single tenant properties or tenants that are one of the top 5 tenants (by NRA leased) for the 15 largest Mortgage Loans or groups of cross-collateralized Mortgage Loans, certain of such tenants have not taken occupancy or commenced paying rent, may have subleased their spaces, may be in negotiation or have rent underwritten on a straight-lined basis as set forth below:

● With respect to the Twelve Oaks Mall Mortgage Loan, representing approximately 9.7% of the Initial Pool Balance, the second largest tenant, H&M, renting approximately 3.4% of the NRA, has executed a lease to relocate to a new suite at the Twelve Oaks Mall Property and is anticipated to take occupancy and begin paying rent for the new suite in November 2018. H&M has the right to terminate its lease if the landlord does not deliver the new suite by March 2019.

● With respect to the Apple Campus 3 Mortgage Loan, representing approximately 9.2% of the Initial Pool Balance, Apple, the sole tenant, has taken possession, but is currently building out its space. The tenant is expected to take full occupancy of its space in September 2018 and has free rent until December 1, 2018 for Phase I and until June 1, 2019 for Phase II. A rent concession reserve in the amount of $42,706,326 and an outstanding TI/LC reserve in the amount of $2,979,839 were deposited with the lender at loan origination. In addition, the rent for Apple, the sole tenant, has been underwritten on a straight-lined basis.

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● With respect to the One Dulles Tower Mortgage Loan, representing approximately 9.2% of the Initial Pool Balance, Amazon, the sole tenant, pursuant to the Amazon lease which commenced on October 1, 2017 is in occupancy of the Tier 1 space (floors 1-7) and is currently improving the Tier 2 space (floors 8-13). The Tier 2 space is expected to be completed in May 2018. Amazon is currently in a free rent period for (i) Tier 1 (approximately 51.9% of its space) through and including September 2018 and (ii) Tier 2 (approximately 48.1% of its space) through and including December 2019. A rent concession and gap rent reserve in the amount of $15,974,928 and an outstanding TI/LC reserve in the amount of $26,466,135 were deposited with the lender at loan origination. In addition, the rent for Amazon, the sole tenant, has been underwritten on a straight-lined basis.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Airport Business Center, representing approximately 7.7% of the Initial Pool Balance, the second largest tenant, JustFoodForDogs, LLC, representing approximately 1.5% of the NRA, has free rent through June 2018.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as One Lincoln Station, representing approximately 3.9% of the Initial Pool Balance, the second largest tenant, Shea Homes, is in a free rent period with respect to its leased space on the 5th floor only, representing approximately 3.9% of NRA, until July 2018; and (ii) the third largest tenant, Crestone Holdings comprising approximately 9.3% of NRA, is in a free rent period until May 2018. A rent concession reserve was obtained at origination with respect to amounts related to Shea Homes. In addition, the rent of the largest tenant, Nationwide, representing approximately 52.8% of the NRA, has been underwritten on a straight-lined basis.

● With respect to the Shoppes of Benton Mortgage Loan, representing approximately 3.3% of the Initial Pool Balance, the rent of the second largest tenant, TJ Maxx, representing approximately 23.0% of the NRA at the Shoppes of Benton Mortgaged Property, has been underwritten on a straight-lined basis.

● With respect to the WMC Portfolio Mortgage Loan, at the Oak Summit Mortgaged Property, which secures approximately 2.3% of the Initial Pool Balance by allocated loan amount, the largest tenant, Staples, representing approximately 16.9% of the NRA at the Oak Summit Mortgaged Property and approximately 9.1% of the NRA of the portfolio, pursuant to a lease amendment, is not paying base rent, while the borrower seeks to lease the space to another tenant. No rent has been underwritten with respect to such tenant’s space.

● With respect to the North Bay Portfolio – Petaluma Business Center Mortgaged Property, representing approximately 2.0% of the Initial Pool Balance by allocated loan amount, the lease with respect to the fourth largest tenant, TraumaFX, representing approximately 3.9% of the NRA of the portfolio, provides for abated rent through June 30, 2018 for which $84,622 was reserved at loan origination and TraumaFX is expected to take occupancy by May 2018.

● With respect to the Warm Springs Promenade Mortgage Loan, representing approximately 1.9% of the Initial Pool Balance, the largest tenant, Flip N’ Tag, representing approximately 23.1% of the NRA of the Warm Springs Promenade Mortgaged Property, has a free rent period in May 2018, which has been fully reserved for.

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● With respect to the North Bay Portfolio – South Petaluma Business Center Mortgaged Property, representing approximately 1.7% of the Initial Pool Balance by allocated loan amount, the second largest tenant, Ygrene Energy Fund CA LLC, representing approximately 8.5% of the NRA of the portfolio, leases 39,528 square feet under a sublease from The GAP Inc. and 4,075 square feet under a co-terminous direct lease. Ygrene Energy Fund CA LLC pays current annual rent under its sublease to The Gap Inc. of $22.20 per square foot and annual rent under its direct lease of $27.81 per square foot. The annual underwritten rent represents the actual rent as of March 2019 paid by The GAP Inc. and the rent paid by Ygrene Energy Fund CA LLC pursuant to their respective leases. The Gap pays current annual rent under its lease of $23.04 per square foot.

● With respect to the North Bay Portfolio – South Petaluma Business Center Mortgaged Property, representing approximately 1.7% of the Initial Pool Balance by allocated loan amount, the fourth largest tenant, Kaiser, representing approximately 3.7% of NRA of the portfolio, has executed a lease, began its buildout March 1, 2018 and is anticipated to take occupancy in August 2018. Kaiser is currently paying rent for the space.

See “Risk Factors—Risks Relating to the Mortgage Loans—Underwritten Net Cash Flow Could Be Based On Incorrect or Flawed Assumptions”.

Purchase Options and Rights of First Refusal

Below are certain purchase options and rights of first refusal to purchase all or a portion of the Mortgaged Property with respect to certain of the Mortgaged Properties.

● With respect to 3 of the Mortgage Loans identified on Annex A-1 as Apple Campus 3, Prescott Valley Crossroads and Crescendo Las Vegas Self Storage Portfolio, in the aggregate securing approximately 15.3% of the Initial Pool Balance, each related Mortgaged Property is subject to a purchase option, right of first refusal or right of first offer to purchase such Mortgaged Property, a portion thereof or a related pad site; such rights are held by either a tenant at the related property, a tenant at a neighboring property, a developer, a hotel franchisor, a licensee, a homeowner’s association, another unit owner of the related condominium, a neighboring property owner or another third party. See “Yield and Maturity Considerations” in this prospectus. See also representation and warranty no. 7 and no. 8 in Annex D-1 and the exceptions thereto in Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D-1).

In addition, with respect to the 15 largest Mortgage Loans or groups of cross-collateralized Mortgage Loans presented on Annex A-3, we note the following:

● With respect to the Apple Campus 3 Mortgage Loan, representing approximately 9.2% of the Initial Pool Balance, the single tenant, Apple, has an ongoing right of first offer (“ROFO”) to purchase the Mortgaged Property if the borrower decides to market the Mortgaged Property for sale. The ROFO is not extinguished by foreclosure; however, the ROFO does not apply to a foreclosure or transfer in lieu of foreclosure with respect to the Mortgage Loan.

● With respect to the Prescott Valley Crossroads Mortgage Loan, representing approximately 4.7% of the Initial Pool Balance, a pad tenant, JPMorgan Chase Bank, National Association, has a right of first refusal to purchase the underlying land if the JPMorgan Chase Bank, National Association portion of the Prescott

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Valley Crossroads Mortgaged Property is offered for sale by the related Mortgagor during the first 10 years of the lease term (which commenced October 6, 2009). The JPMorgan Chase Bank, National Association right of first refusal does not apply to a sale of the entire Prescott Valley Crossroads Mortgaged Property.

See “Risk Factors—Risks Relating to the Mortgage Loans—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases—Leases That Are Not Subordinated to the Lien of the Mortgage or Do Not Contain Attornment Provisions May Have an Adverse Impact at Foreclosure”.

Insurance Considerations

The Mortgage Loans generally require that each Mortgaged Property be insured by a hazard insurance policy in an amount (subject to an approved deductible) at least equal to the lesser of the outstanding principal balance of the related Mortgage Loan and 100% of the replacement cost of the improvements located on the related Mortgaged Property, and if applicable, that the related hazard insurance policy contain appropriate endorsements or have been issued in an amount sufficient to avoid the application of co-insurance and not permit reduction in insurance proceeds for depreciation;provided that, in the case of certain of the Mortgage Loans, the hazard insurance may be in such other amounts as was required by the related originators.

In general, the standard form of hazard insurance policy covers physical damage to, or destruction of, the improvements on the Mortgaged Property by fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil commotion, subject to the conditions and exclusions set forth in each policy. Each Mortgage Loan generally also requires the related borrower to maintain comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the related Mortgaged Property in an amount generally equal to at least $1,000,000. Each Mortgage Loan generally further requires the related borrower to maintain business interruption insurance in an amount not less than approximately 100% of the gross rental income from the related Mortgaged Property for not less than 12 months. In general, the Mortgage Loans (including those secured by Mortgaged Properties located in Arizona, California and Utah) do not require earthquake insurance. 23 of the Mortgaged Properties, securing Mortgage Loans representing approximately 36.4% of the Initial Pool Balance by allocated loan amount, are located in areas that are considered a high earthquake risk (seismic zones 3 and 4). Seismic reports were prepared with respect to these Mortgaged Properties, and based on those reports, no Mortgaged Property has a probable maximum loss greater than 23.0%.

With respect to certain of the Mortgaged Properties, the related borrowers (or, in some cases, tenants which are permitted to maintain insurance in lieu of the related borrowers) maintain insurance under blanket policies.

Certain of the Mortgaged Properties may permit the borrower’s obligations to provide required insurance (including property, rent loss, liability and terrorism coverage) to be suspended if a sole or significant tenant or the property manager elects to provide third party insurance or self-insurance in accordance with its lease or management agreement. Described below are Mortgage Loans having such self-insurance conditions:

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 as 27 Orinda Way, representing approximately 0.7% of the Initial Pool Balance, the borrower’s obligation to provide required insurance (including property, rent loss, and terrorism coverage) is suspended if the sole tenant (Rite Aid) elects to self-insure or provide third party insurance in accordance with its

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lease. The lease provides that the tenant may self-insure if it maintains net working capital of at least $250 million. If the tenant provides third party insurance, the lease requires property insurance, but excludes rent loss and terrorism coverages. As of loan origination, the tenant had not elected to self-insure, and the tenant-provided third party insurance that otherwise satisfied the insurance requirements of the related Mortgage Loan documents. The tenant has no rent abatement or termination remedies for any reason during the loan term. In the event of a casualty, the tenant controls the disbursement of available casualty proceeds.

Further, with respect to Mortgaged Properties that are part of condominium regimes, the insurance may be maintained by the condominium association rather than the related borrower. Many Mortgage Loans contain limitations on the obligation to obtain terrorism insurance. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties”. See also representation and warranty nos. 18 and 31 on Annex D-1 and the exceptions thereto on Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D-1).

See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Associated with Blanket Insurance Policies or Self-Insurance”.

Use Restrictions

Certain of the Mortgaged Properties are subject to restrictions that restrict the use of such Mortgaged Properties to its current use, place other use restrictions on such Mortgaged Property or limit the related borrower’s ability to make changes to such Mortgaged Property.

In certain cases, use of a Mortgaged Property may be restricted due to environmental conditions at the Mortgaged Property.See “—Environmental Considerations”.

In the case of such Mortgage Loans subject to such restrictions, the related borrower is generally required pursuant to the related Mortgage Loan documents to maintain law or ordinance insurance coverage if any of the improvements or the use of a Mortgaged Property constitutes a legal non-conforming structure or use, which provides coverage for loss to the undamaged portion of such property, demolition costs and the increased cost of construction. However, such law and ordinance insurance coverage does not provide any coverage for lost future rents or other damages from the inability to restore the property to its prior use or structure or for any loss of value to the related property. See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Related to Zoning Non-Compliance and Use Restrictions” and representation and warranty nos. 8 and 26 on Annex D-1 and the exceptions thereto on Annex D-2.

● With respect to The Gateway Mortgage Loan, representing approximately 4.0% of the Initial Pool Balance, a portion of the related Mortgaged Property consists of a dedicated 1.665-acre park parcel known as Sydney G. Walton Square, which connects to the main portion of the related Mortgaged Property via a sky bridge. The park parcel is required to remain an open space green belt and is prohibited from any development.

In addition, certain of the Mortgaged Properties are subject to "historic" or "landmark" designations, which results in restrictions and in some cases prohibitions on modification of certain aspects of the related Mortgaged Property.

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● With respect to the Mortgage Loans identified on Annex A-1 as 35 W. 9 Owners Corp., 83-10 35th Avenue Owner’s Corp. and 44-46 West 65th Apartment Corp., collectively representing approximately 1.1% of the Initial Pool Balance, the related Mortgaged Properties are located in certain designated historic districts in New York City and are therefore subject to certain oversight by the New York City Landmarks Preservation Commission with respect to physical changes to the property.

Appraised Value

In certain cases, appraisals may reflect “as-is” values and values other than an “as-is” value. However, the Appraised Value reflected in this prospectus with respect to each Mortgaged Property reflects only the “as-is” value, except as set forth under the definition of “Appraised Value” set forth under “Description of the Mortgage Pool—Definitions”. The values other than the “as-is” value may be based on certain assumptions, such as future construction completion, projected re-tenanting or increased tenant occupancies. We cannot assure you that those assumptions are or will be accurate or that any such non-“as-is” value will be the value of the related Mortgaged Property at maturity or other specified date. In addition, with respect to certain Mortgage Loans secured by multiple Mortgaged Properties, the appraised value may be an “as portfolio” value that assigns a premium to the value of the Mortgaged Properties as a whole, which value exceeds the sum of their individual appraised values. Such appraised values, the related “as-is” appraised values, and the Cut-off Date LTV Ratio and LTV Ratio at Maturity based on both such hypothetical value and the “as-is” appraised value, are set forth under the definition of “Appraised Value” set forth under “Description of the Mortgage Pool—Definitions”.

In the case of Mortgage Loans secured by residential cooperative properties expected to be sold to the depositor by National Cooperative Bank, N.A., information regarding the value of such Mortgaged Properties is based upon the appraised value of such property assuming such property is operated as a residential cooperative which value, in general, equals the sum of (x) the gross share value of all cooperative units in such residential cooperative property (applying a discount for units that are subject to existing rent regulated, rent stabilized or rent controlled rental tenants as and if deemed appropriate by the appraiser), based in part on various comparable sales of cooperative apartment units in the market, plus (y) the amount of the underlying debt encumbering such residential cooperative property.

See “Risk Factors—Risks Relating to the Mortgage Loans—Appraisals May Not Reflect Current or Future Market Value of Each Property”. See also “Risk Factors—Risks Relating to the Mortgage Loans—Residential Cooperative Properties Have Special Risks”.

Non-Recourse Carveout Limitations

While the Mortgage Loans generally contain non-recourse carveouts for liabilities such as liabilities as a result of fraud by the borrower, certain voluntary insolvency proceedings or other matters, certain of the Mortgage Loans may not contain such carveouts or contain limitations to such carveouts. In general, the liquidity and net worth of a non-recourse guarantor under a Mortgage Loan will be less, and may be materially and substantially less, than the outstanding principal amount of that Mortgage Loan. In addition, certain Mortgage Loans have additional limitations to the non-recourse carveouts or may not have a separate non-recourse carveout guarantor or environmental indemnitor. See representation and warranty no. 28 on Annex D-1 and the exceptions thereto on Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D-1). For example:

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● With respect to the Extra Space - TIAA Self Storage Portfolio Mortgage Loan, representing approximately 9.6% of the Initial Pool Balance, the related environmental indemnity contains provisions generally to the effect that if the borrower obtains an environmental insurance policy with respect to the related Mortgaged Property that is reasonably acceptable to the lender, the lender and other indemnified parties must first make a claim under such environmental policy, and may not make a claim against the environmental indemnitor, except to the extent that such environmental policy does not cover the losses suffered and/or does not fully cover the costs of such losses or of any remediation or such indemnified party has been unable to recover under such environmental policy with respect to all or a portion of such costs or losses within a reasonable period of time despite good faith efforts to do so (or in certain cases, within six months of the date the indemnified part(y)(ies) commenced efforts to collect such environmental losses, which will be deemed to be not later than the date when the indemnified part(y)(ies) notify the environmental insurer of a potential claim, provided that the lender and other indemnified parties may proceed against the indemnitor earlier if they reasonably determine that a failure to assert a claim against the indemnitor will subject the indemnified part(y)(ies) to a possibility of such claim being foregone, whether due to any statute of limitations or otherwise).

● With respect to The Gateway Mortgage Loan, representing approximately 4.0% of the Initial Pool Balance, the Mortgage Loan documents do not require a non-recourse carve-out guarantor or environmental indemnitor. Only the single purpose entity borrower is liable for non-recourse carve-outs and environmental indemnification obligations.

● A substantial portion of the Mortgage Loans, including several of the 15 largest Mortgage Loans, provide, with respect to liability for breaches of the environmental covenants in the Mortgage Loan documents, that the recourse obligations for environmental indemnification may terminate immediately (or in some cases, following a specified period, such as two years) after payment or defeasance in full of such Mortgage Loans (or in some cases, after a permitted transfer of the Mortgaged Property) if certain conditions more fully set forth in the related Mortgage Loan documents are satisfied, such as that the holder of the Mortgage Loan must have received an environmental inspection report for the related Mortgaged Property meeting criteria set forth in such Mortgage Loan documents, or that the holder must have received comprehensive record searches evidencing that there are no RECs at the Mortgaged Property.

● The Mortgage Loans secured by residential cooperative properties sold to the depositor by National Cooperative Bank, N.A. are generally full recourse to the related borrower but do not have separate guarantors for non-recourse carveouts or separate environmental guarantors.

In addition, there may be impediments and/or difficulties in enforcing some or all of the non-recourse carveout liability obligations of individual guarantors depending on the domicile or citizenship of the guarantor.

See “Risk Factors—Risks Relating to the Mortgage Loans—Mortgage Loans Are Non-Recourse and Are Not Insured or Guaranteed”.

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Delinquency Information

As of the Cut-off Date, none of the Mortgage Loans will be 30 days or more delinquent and none of the Mortgage Loans have been 30 days or more delinquent since origination. A Mortgage Loan will be treated as 30 days delinquent if the scheduled payment for a due date is not received from the related borrower by the immediately following due date.

Certain Terms of the Mortgage Loans

Amortization of Principal

The Mortgage Loans provide for one or more of the following:

15 Mortgage Loans, representing approximately 49.2% of the Initial Pool Balance, provide for interest-only payments for the entire term to stated maturity or Anticipated Repayment Date, with no scheduled amortization prior to that date.

21 Mortgage Loans, representing approximately 34.0% of the Initial Pool Balance, require monthly payments of interest and principal based on amortization schedules significantly longer than the remaining term to stated maturity.

6 Mortgage Loans, representing approximately 16.8% of the Initial Pool Balance, provide for an initial interest-only period that expires between 24 and 84 months following the related origination date and thereafter require monthly payments of principal and interest based on amortization schedules significantly longer than the remaining term to stated maturity.

Amortization Type	Number of Mortgage Loans	Aggregate Cut-off Date Balance	Approx. % of Initial Pool Balance (%)
Amortizing Balloon	21	$234,061,944	34.0	%
Interest-Only, Balloon	13	212,440,000	30.9
Interest-Only, ARD	2	126,000,000	18.3
Interest-Only, Amortizing Balloon	6	115,698,750	16.8
Total:	42	$688,200,694	100.0	%

Information regarding the scheduled amortization characteristics of each Mortgage Loan is set forth on Annex A-1 and the footnotes thereto. The amortization schedule for the Twelve Oaks Mall Mortgage Loan is set forth on Annex A-4.

Due Dates; Mortgage Rates; Calculations of Interest

Subject in some cases to a next business day convention, all of the Mortgage Loans have due dates upon which scheduled payments of principal, interest or both are required to be made by the related borrower under the related Mortgage Note (each such date, a “Due Date”) that occur as described in the following table:

Overview of Due Dates

Due Date	Number of Mortgage Loans	Aggregate Cut-off Date Balance	Approx. % of Initial Pool Balance
First	32	$330,719,664	48.1	%
Sixth	3	157,093,280	22.8
Seventh	1	53,000,000	7.7
Eleventh	6	147,387,749	21.4
Total:	42	$688,200,694	100.0	%

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The Mortgage Loans have grace periods as set forth in the following table:

Overview of Grace Periods

Grace Period (Days)	Number of Mortgage Loans	Aggregate Cut-off Date Balance	Approx. % of Initial Pool Balance
0	10	$357,481,029	51.9	%
4	11	170,719,232	24.8
5	8	107,994,183	15.7
10	13	52,006,249	7.6
Total:	42	$688,200,694	100.0	%

As used in this prospectus, “grace period” is the number of days before a payment default is an event of default under the terms of each Mortgage Loan. See Annex A-1 for information on the number of days before late payment charges are due under the Mortgage Loans. The information on Annex A-1 regarding the number of days before a late payment charge is due is based on the express terms of the Mortgage Loans. Some jurisdictions may impose a statutorily longer period.

All of the Mortgage Loans are secured by first liens on, or security interests in fee simple, leasehold or a similar interest in the related Mortgaged Properties, subject to the permitted exceptions reflected in the related title insurance policy. All of the Mortgage Loans bear fixed interest rates.

All of the Mortgage Loans accrue interest on the basis of the actual number of days in a month, assuming a 360-day year (“Actual/360 Basis”).

ARD Loans

The Mortgage Pool includes two ARD Loans, the Apple Campus 3 Mortgage Loan and the One Dulles Tower Mortgage Loan, which collectively represent approximately 18.3% of the Initial Pool Balance. An “ARD Loan” is a Mortgage Loan that provides that, after a certain date (an “Anticipated Repayment Date”), if the related borrower has not prepaid such Mortgage Loan in full, any principal outstanding on that date will accrue interest at an increased interest rate (the “Revised Rate”) rather than the original Mortgage Rate (the “Initial Rate”) for such Mortgage Loan. Annex A-1 will set forth the Anticipated Repayment Date and the Revised Rate for each ARD Loan (if any). “Excess Interest” with respect to an ARD Loan is the interest accrued at the Revised Rate in respect of such ARD Loan in excess of the interest accrued at the Initial Rate, plus any related interest accrued on such amounts, to the extent permitted by applicable law and the related Mortgage Loan documents.

After its Anticipated Repayment Date, an ARD Loan further requires that all cash flow available from the related Mortgaged Properties after payment of the monthly debt service payments required under the terms of the related Mortgage Loan documents (and in some cases, debt service under a related mezzanine loan) and all escrows and property expenses required under the related Mortgage Loan documents be used to accelerate amortization of principal (without payment of any Yield Maintenance Charge or Prepayment Premium) on such ARD Loan. While interest at the Initial Rate continues to accrue and be payable on a current basis on each ARD Loan after the related Anticipated Repayment Date, the payment of Excess Interest will be deferred and will be required to be paid (if and to the extent permitted under applicable law and the related Mortgage Loan documents), only after the outstanding principal balance of such ARD Loan has been paid in full, at which time the

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Excess Interest, to the extent actually collected, will be paid to the holders of the Class V certificates.

Single-Purpose Entity Covenants

With respect to the Mortgage Loans secured by residential cooperative properties, the related borrower does not have independent directors, no non-consolidation opinion was delivered in connection with the origination of the related Mortgage Loan, and the organizational documents of the related borrower do not contain single purpose entity covenants. In addition, see representation and warranty no. 33 on Annex D-1 and the exceptions thereto on Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D-1).

For example, the Prescott Valley Crossroads Mortgage Loan, representing approximately 4.7% of the Initial Pool Balance, has a Cut-off Date Balance in excess of $30 million,however, no counsel’s opinion regarding non-consolidation of the mortgagor was obtained at closing of the Prescott Valley Crossroads Mortgage Loan.

See “—Additional Indebtedness” below. See “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws”.

Prepayment Protections and Certain Involuntary Prepayments

All of the Mortgage Loans have a degree of voluntary prepayment protection in the form of defeasance or prepayment lockout provisions and/or yield maintenance provisions. Voluntary prepayments, if permitted, generally require the payment of a Yield Maintenance Charge or a Prepayment Premium unless the Mortgage Loan (or Whole Loan, if applicable) is prepaid within a specified period (ranging from approximately 4 to 7 payments) up to and including the stated maturity date. See Annex A-1 and Annex A-2 for more information on the prepayment protections attributable to the Mortgage Loans on a loan-by-loan basis and a pool basis.

Additionally, certain Mortgage Loans may provide that in the event of the exercise of a purchase option by a tenant or the sale of real property or the release of a portion of the Mortgaged Property, that the related Mortgage Loans may be prepaid or defeased in part prior to the expiration of a prepayment/defeasance lockout provision. See “—Releases; Partial Releases” below.

Generally, no Yield Maintenance Charge will be required for prepayments in connection with a casualty or condemnation, unless, in the case of most of the Mortgage Loans, an event of default has occurred and is continuing. See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions” in the prospectus. In addition, certain of the Mortgage Loans permit the related borrower, after a total or partial casualty or partial condemnation, to prepay the remaining principal balance of the Mortgage Loan or the remaining allocated loan amount of the related Mortgaged Property (in each case, after application of the related insurance proceeds or condemnation award to pay the principal balance of the Mortgage Loan), which may not be accompanied by any prepayment consideration.

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Certain of the Mortgage Loans are secured in part by letters of credit and/or cash reserves that in each such case:

● will be released to the related borrower upon satisfaction by the related borrower of certain performance related conditions, which may include, in some cases, meeting debt service coverage ratio levels and/or satisfying leasing conditions; and

● if not so released, may, at the discretion of the lender, prior to loan maturity (or earlier loan default or loan acceleration), be drawn on and/or applied to prepay the subject Mortgage Loan if such performance related conditions are not satisfied within specified time periods.

See Annex A-1 and Annex A-3 for more information on reserves relating to the largest 15 Mortgage Loans or groups of cross-collateralized Mortgage Loans.

With respect to the Mortgage Loans secured by residential cooperative properties sold to the depositor by National Cooperative Bank, N.A., which are described as being encumbered by subordinate mortgage liens under “—Additional Indebtedness—Other Secured Indebtedness—Additional Debt Financing For Mortgage Loans Secured by Residential Cooperatives”, each such Mortgage Loan is cross-defaulted with such subordinate mortgage lien(s) in the amounts described in this prospectus under “—Additional Indebtedness—Other Secured Indebtedness—Additional Debt Financing For Mortgage Loans Secured by Residential Cooperatives”. In each case, the subordinate lender is subject to a subordination agreement, which generally subordinates the subordinate lender’s rights and remedies to those of the lender under the Mortgage Loan; however, the subordinate lender is generally not subject to a standstill agreement. We cannot assure you that the foregoing circumstances, including with respect to the subordinate lender’s right to independently pursue a foreclosure action, will not result in a prepayment of the Mortgage Loan at a time when the applicable special servicer might otherwise have elected to modify the related Mortgage Loan or take other action with respect to the Mortgage Loan. In addition, we cannot assure you that foreclosure by the subordinate lender will not result in a material reduction in the liquidation proceeds that otherwise might have been realized by the applicable special servicer if such special servicer were able to elect a different course of action.

Voluntary Prepayments

As of origination, the following prepayment restrictions and defeasance provisions applied to the Mortgage Loans:

● 22 of the Mortgage Loans, representing approximately 75.2% of the Initial Pool Balance, prohibit voluntary principal prepayments during a specified period of time (each, a “Lock-out Period”) but permit the related borrower, for a specified period of time (after an initial period of at least two years following the date of initial issuance of the Offered Certificates), to defease the related Mortgage Loan by pledging non-callable United States Treasury obligations and other non-callable government securities within the meaning of Section 2(a)(16) of the Investment Company Act, as amended (“Government Securities”) that provide for payment on or prior to each Due Date through and including the maturity date or Anticipated Repayment Date, as applicable (or, in some cases, such earlier Due Date on which the Mortgage Loan becomes freely prepayable), of amounts at least equal to the amounts that would have been payable on those dates under the terms of the subject Mortgage Loan (or, in the case of an Anticipated Repayment Date or open prepayment date, in the amount of the then-remaining principal balance) and

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obtaining the release of the related Mortgaged Property from the lien of the related mortgage, and thereafter such Mortgage Loan is freely prepayable.

● 5 of the Mortgage Loans, representing approximately 11.8% of the Initial Pool Balance, prohibit voluntary principal prepayments during a Lock-out Period, and following such Lock-out Period, permit voluntary principal prepayments upon the payment of the greater of a Yield Maintenance Charge or a Prepayment Premium for a specified period of time and thereafter such Mortgage Loan is freely prepayable.

● 12 of the Mortgage Loans, representing approximately 5.3% of the Initial Pool Balance, permit the related borrower to make voluntary principal prepayments upon the payment of the greater of a Yield Maintenance Charge or a Prepayment Premium for a period, thereafter permit voluntary principal prepayments upon the payment of a Prepayment Premium for a specified period of time, and thereafter such Mortgage Loan is freely prepayable.

● 1 Mortgage Loan, representing approximately 4.0% of the Initial Pool Balance, prohibits voluntary principal prepayments during a Lock-out Period, and following such Lock-out Period, permits voluntary principal prepayments upon the payment of the greater of a Yield Maintenance Charge or a Prepayment Premium for a specified period of time, and thereafter permits the related borrower to defease the Mortgage Loan by the pledging of Government Securities that provide for payment on or prior to each Due Date through and including the first Due Date in the open period (including the remaining principal balance due on the first Due Date in the open period) or to make a voluntary principal prepayment upon the payment of the greater of a Yield Maintenance Charge or a Prepayment Premium for a specified period of time, and thereafter such Mortgage Loan is freely prepayable.

● 1 Mortgage Loan, representing approximately 2.2% of the Initial Pool Balance, permits the related borrower to make voluntary principal prepayments upon the payment of the greater of a Yield Maintenance Charge or a Prepayment Premium for a period, and thereafter such Mortgage Loan is freely prepayable.

● 1 Mortgage Loan, representing approximately 1.5% of the Initial Pool Balance, prohibits voluntary principal prepayments during a Lock-out Period, and following such Lock-out Period, for a specified period of time, permits the related borrower to defease the Mortgage Loan by the pledging of Government Securities that provide for payment on or prior to each Due Date through and including the first Due Date in the open period (including the remaining principal balance due on the first Due Date in the open period) or to make a voluntary principal prepayment upon the payment of the greater of a Yield Maintenance Charge or a Prepayment Premium, and thereafter such Mortgage Loan is freely prepayable.

● With respect to the Shoppes of Benton Mortgage Loan, representing approximately 3.3% of the Initial Pool Balance, the Mortgage Loan generally provides only for defeasance of such Mortgage Loan following the related Lock-out Period;however, if the conditions to disbursement of an earnout reserve in the amount of $400,000 are not satisfied prior to the 24 month anniversary of the note date, the lender may, in its sole discretion, apply the remaining earnout reserve to prepay such Mortgage Loan on the next following payment date, and the borrower will be required to pay a Yield Maintenance Charge. In the event that the lender does not elect to use the earnout to prepay the Shoppes of Benton Mortgage Loan on such

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payment date, the Shoppes of Benton Borrower will continue to have the right to receive release of the earnout upon fulfillment of the applicable conditions.

The Mortgage Loans generally permit voluntary prepayment without payment of a Yield Maintenance Charge or any Prepayment Premium during a limited “open period” immediately prior to and including the stated maturity date, as follows:

Prepayment Open Periods

Open Periods (Payments)	Number of Mortgage Loans	% of Initial Pool Balance
4	28	54.0	%
5	10	21.1
7	4	25.0
Total	42	100.0	%

See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions”.

“Due-On-Sale” and “Due-On-Encumbrance” Provisions

The Mortgage Loans generally contain “due-on-sale” and “due-on-encumbrance” clauses, which in each case permits the holder of the Mortgage Loan to accelerate the maturity of the related Mortgage Loan if the related borrower sells or otherwise transfers or encumbers (subject to certain exceptions set forth in the Mortgage Loan documents) the related Mortgaged Property or a controlling interest in the borrower without the consent of the mortgagee (which, in some cases, may not be unreasonably withheld). Many of the Mortgage Loans place certain restrictions (subject to certain exceptions set forth in the Mortgage Loan documents) on the transfer and/or pledging of general partnership and managing member equity interests in a borrower such as specific percentage or control limitations. The terms of the mortgages generally permit, subject to certain limitations, affiliate, estate planning and family transfers, transfers at death, transfers of interest in a public company, the transfer or pledge of less than a controlling portion of the partnership, members’ or other equity interests in a borrower, the transfer or pledge of passive equity interests in a borrower (such as limited partnership interests and non-managing member interests in a limited liability company) and transfers to persons specified in or satisfying qualification criteria set forth in the related Mortgage Loan documents. Certain of the Mortgage Loans do not restrict the pledging of direct or indirect ownership interests in the related borrower, but do restrict the transfer of ownership interests in the related borrower by imposing a specific percentage, a control limitation or requiring the consent of the mortgagee to any such transfer. Generally, the Mortgage Loans do not prohibit transfers of non-controlling interests so long as no change of control results or, with respect to Mortgage Loans to tenant-in-common borrowers, transfers to new tenant-in-common borrowers. Certain of the Mortgage Loans do not prohibit the pledge by direct or indirect owners of the related borrower of equity distributions that may be made from time to time by the borrower to its equity owners. Additionally, with respect to the Mortgage Loans included in the Trust that are secured by residential cooperative properties, the owners of cooperative units underlying the cooperative properties are permitted, generally without restriction, to sell such cooperative units (including such owner’s interest in the underlying borrower) and/or to obtain loans secured by a pledge of such owner’s interest in the underlying borrower.

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Additionally, certain of the Mortgage Loans (excluding the Mortgage Loans secured by residential cooperative properties sold to the depositor by National Cooperative Bank, N.A.) provide that transfers of the Mortgaged Property are permitted if certain conditions are satisfied, which may include one or more of the following:

● no event of default has occurred;

● the proposed transferee is creditworthy and has sufficient experience in the ownership and management of properties similar to the Mortgaged Property;

● a Rating Agency Confirmation has been obtained from each of the Rating Agencies;

● the transferee has executed and delivered an assumption agreement evidencing its agreement to abide by the terms of the Mortgage Loan together with legal opinions and title insurance endorsements; and

● the assumption fee has been received (which assumption fee will be paid as described under “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses”, but will in no event be paid to the Certificateholders); however, certain of the Mortgage Loans allow the borrower to sell or otherwise transfer the related Mortgaged Property a limited number of times without paying an assumption fee.

Transfers resulting from the foreclosure of a pledge of the collateral for a mezzanine loan (if any) will also result in a permitted transfer. See “—Additional Indebtedness” below.

In addition, with respect to the Mortgage Loans secured by residential cooperative properties sold to the depositor by National Cooperative Bank, N.A., the applicable master servicer will be permitted to waive the enforcement of “due-on-encumbrance” clauses to permit subordinate debt secured by the related mortgaged property subject to the satisfaction of various conditions and subject to certain parameters set forth in the PSA. See “—Additional Indebtedness—Other Secured Indebtedness—Additional Debt Financing For Mortgage Loans Secured by Residential Cooperatives”.

Defeasance

The terms of 24 of the Mortgage Loans (the “Defeasance Loans”), representing approximately 80.6% of the Initial Pool Balance, permit the applicable borrower at any time (in most cases,provided that no event of default exists) after a specified period (the “Defeasance Lock-Out Period”) to obtain a release of a Mortgaged Property from the lien of the related Mortgage (a “Defeasance Option”) in connection with a defeasance. With respect to all of the Defeasance Loans, the Defeasance Lock-Out Period ends at least two years after the Closing Date.

Exercise of a Defeasance Option is also generally conditioned on, among other things, (a) the borrower providing the mortgagee with at least 30 days prior written notice of the date on which such defeasance will occur (such date, the “Release Date”), and (b) the borrower (A) paying on any Release Date (i) all accrued and unpaid interest on the principal balance of the Mortgage Loan (or, the related Whole Loan) up to and including the Release Date, (ii) all other sums (excluding scheduled interest or principal payments due following the Release Date), due under the Mortgage Loan (or Whole Loan, if applicable) and under all other Mortgage Loan documents executed in connection with the Defeasance Option, (iii) an amount (the “Defeasance Deposit”) that will be sufficient to (x) purchase non-callable obligations of, or backed by the full faith and credit of, the United States of

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America or, in certain cases, other “government securities” (within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 and otherwise satisfying REMIC requirements for defeasance collateral), that provide payments (1) on or prior to, but as close as possible to, all successive scheduled due dates occurring during the period from the Release Date to the related maturity date or Anticipated Repayment Date (or to the first day of the open period for such Mortgage Loan) (or Whole Loan, if applicable) (or in certain cases, the borrower may be required to provide such government securities rather than the Defeasance Deposit) and (2) in amounts equal to the scheduled payments due on such due dates under the Mortgage Loan (or Whole Loan, if applicable), or under the defeased portion of the Mortgage Loan (or Whole Loan, if applicable) in the case of a partial defeasance, including in the case of a Mortgage Loan with a balloon payment due at maturity or Anticipated Repayment Date or the first day of an open period, the balloon payment, and (y) pay any costs and expenses incurred in connection with the purchase of such government securities, and (B) delivering a security agreement granting the issuing entity a first priority lien on the Defeasance Deposit and, in certain cases, the government securities purchased with the Defeasance Deposit and an opinion of counsel to such effect. See “Risk Factors—Other Risks Relating to the Certificates—Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded”.

For additional information on Mortgage Loans that permit partial defeasance, see “—Releases; Partial Releases” below.

In general, if consistent with the related Mortgage Loan documents, a successor borrower established, designated or approved by the applicable master servicer will assume the obligations of the related borrower exercising a Defeasance Option and the borrower will be relieved of its obligations under the Mortgage Loan. If a Mortgage Loan (or Whole Loan, if applicable) is partially defeased, if consistent with the related Mortgage Loan documents, generally the related promissory note will be split and only the defeased portion of the borrower’s obligations will be transferred to the successor borrower.

Releases; Partial Releases

The Mortgage Loans described below permit the release of one or more of the Mortgaged Properties or a portion of a single Mortgaged Property in connection with a partial defeasance, a partial prepayment or a partial substitution, subject to the satisfaction of certain specified conditions, including the REMIC requirements. Additionally, certain Mortgage Loans permit the addition of real property to the Mortgage Loan collateral.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Twelve Oaks Mall representing approximately 9.7% of the Initial Pool Balance, the Mortgaged Property is a retail mall, and various anchor tenant pads for Macy’s, Lord & Taylor, JC Penney, and Sears (the “Anchor Pads”) are not currently part of the collateral. The loan documents permit the borrower to purchase any of the Anchor Pads subject to certain conditions, including (a) the borrower’s executing a mortgage in favor of lender covering such Anchor Pad, (b) the borrower’s providing an acceptable lender’s title insurance policy for the Anchor Pad, and (c) the borrower’s providing a satisfactory engineering report and Phase I environmental report, among other things. Provided no event of default shall exist, borrower may obtain lender’s release of excess cash flow trapped during a Dark Anchor Trigger Period for the purposes of purchasing such Anchor Pads. A Dark Anchor Trigger Period is any period during which (i) (x) the net operating income is less than $29.25 million for two twelve-month periods

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ending in two consecutive fiscal quarters until (y) the net operating income is equal to or greater than $29.25 million for four twelve-month periods ending in four consecutive fiscal quarters and (ii) any 2 anchors other than Sears (Macy’s, Lord & Taylor, Nordstrom and JC Penney) are operating within less than 80% of their premises for at least 60 consecutive days (excluding renovation, restoration or re-tenanting periods). Following the acquisition of an Anchor Pad, and so long as the borrower has made no material alterations to the Anchor Pad, the loan documents permit the partial release without additional release consideration (other than certain transaction costs) of such Anchor Pad together with any or all of certain unimproved portions of the Mortgaged Property adjacent to such Anchor Pad (the “Release Parcels”) to either a permitted joint venture or an unaffiliated third party subject to certain conditions, including (a) the borrower must still be controlled by guarantor/sponsor (The Taubman Realty Group Limited Partnership), (b) if such Anchor Pad was purchased using funds from the excess cash flow reserve, then the borrower shall deposit an amount equal to such amount back into the excess cash flow reserve, (c) the release would not violate the REA, any leases or other material agreements, (d) either, at the borrower’s election, a determination by lender that the release satisfies REMIC requirements or an opinion of counsel acceptable to a prudent securitized lender that the partial release satisfies REMIC requirements, among other things, and (e) the borrower may not convey to unaffiliated third parties more than 10% in the aggregate of the total acreage of all the release parcels (such limitation shall not apply to the transfer of any Anchor Pad or any release parcel transferred to a permitted joint venture), among other things. In addition, the borrower is permitted to obtain the release of an approximately 24.8 acre parcel of unimproved parcel of land (the “Outlet Parcel”) per the loan agreement as long as: (i) no event of default has occurred and is continuing; (ii) such release shall not reasonably be expected to have a material adverse effect; and (iii) either, at the borrower’s election, the lender shall have determined that the release satisfies REMIC requirements or the borrower shall have delivered an opinion of counsel acceptable to a prudent securitized lender that the partial release satisfies REMIC requirements. The Appraised Value of the Mortgaged Property includes the Outlet Parcel and the Release Parcels. The total land area of the Mortgaged Property is 108.33 acres. The Appraised Value of the Mortgaged Property is $552.9 million, using the income approach of valuation. The appraisal separately assigned a value of $20.5 million to the total land area of the Mortgaged Property using the comparable sales approach of valuation. 

● With respect to the Extra Space - TIAA Self Storage Portfolio Mortgage Loan, representing approximately 9.6% of the Initial Pool Balance, at any time after the earlier to occur of the fourth anniversary of the origination date of the Extra Space - TIAA Self Storage Portfolio Whole Loan and the date that is two years from the startup day of the REMIC trust established in connection with the last securitization involving any portion of the Extra Space - TIAA Self Storage Portfolio Whole Loan,provided that no event of default has occurred and is continuing, the borrower may obtain a release of any of the individual Mortgaged Properties in connection with a sale to a third party upon defeasance of an amount equal to 125% of the allocated loan amount of such individual Mortgaged Property; provided that the following conditions, among others, are satisfied: (i) the debt yield with respect to the remaining Mortgaged Properties after giving effect to the subject release must not be less than the greater of (a) 9.08% and (b) the debt yield calculated immediately prior to the subject release with respect to the remaining Mortgaged Properties (inclusive of the individual Mortgaged Property to be released) for the 12 full calendar months immediately preceding the release of the individual Mortgaged

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Property; and (ii) the partial defeasance is permitted under REMIC requirements (and the lender receives an opinion of counsel that the partial defeasance will not cause a REMIC trust formed pursuant to a securitization of any portion of the Extra Space - TIAA Self Storage Portfolio Whole Loan to fail to maintain its status as a REMIC).

● With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A-1 to this prospectus as Northwest Hotel Portfolio, representing approximately 5.9% of the Initial Pool Balance, following the defeasance lockout period, the loan documents permit the partial release of an individual Mortgaged Property on up to 6 occasions in connection with partial defeasance and bona fide sale of such Mortgaged Property to an unaffiliated third party, subject to certain conditions, including: (i) defeasance of a portion of the Mortgage Loan in an amount equal to the greatest of (A) 100% of the net proceeds of the sale of the released property, (B) 125% of the allocated loan amount for the released property, (C) an amount that would result in the post-release debt yield for the remaining Mortgaged Properties being not less than the greater of (1) the pre-release debt yield and (2) 12.5%, (D) an amount that would result in the post-release loan-to-value ratio of the remaining Mortgaged Properties being not greater than the lesser of (1) the pre-release loan-to-value ratio and (2) 65%, (E) an amount that would result in the post-release debt service coverage ratio for the remaining Mortgaged Properties being not less than the greater of (1) the pre-release debt service coverage ratio and (2) 1.80x, and (F) an amount that would satisfy REMIC requirements; (ii) a rating agency confirmation; and (iii) an opinion of counsel that the REMIC trust will not fail to maintain its REMIC status due to the partial defeasance, among other things.

Furthermore, some of the Mortgage Loans may permit the release or substitution of specified parcels of real estate or improvements that secure the Mortgage Loans but were not assigned any material value or considered a source of any material cash flow for purposes of determining the related Appraised Value or Underwritten Net Cash Flow or considered material to the use or operation of the property, or permit the general right to release as yet unidentified parcels if they are non-income producing so long as such release does not materially adversely affect the use or value of the remaining property, among other things. Such real estate may be permitted to be released, subject to certain REMIC rules, without payment of a release price and consequent reduction of the principal balance of the subject Mortgage Loan or substitution of additional collateral if zoning and other conditions are satisfied. We cannot assure you that the development of a release parcel, even if approved by the applicable special servicer as having no material adverse effect to the remaining property, may not for some period of time either disrupt operations or lessen the value of the remaining property.

See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions”.

Escrows

26 of the Mortgage Loans, representing approximately 68.7% of the Initial Pool Balance, provide for monthly or upfront escrows to cover property taxes on the Mortgaged Properties.

10 of the Mortgage Loans, representing approximately 28.9% of the Initial Pool Balance, provide for monthly or upfront escrows to cover insurance premiums on the Mortgaged Properties.

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19 of the Mortgage Loans, representing approximately 47.9% of the Initial Pool Balance, provide for monthly or upfront escrows to cover planned capital expenditures, ongoing replacements and capital repairs or franchise-mandated property improvement plans.

11 of the Mortgage Loans, representing approximately 67.3% of the Initial Pool Balance, are secured in whole or in part by office, retail and industrial properties, and provide for upfront or monthly escrows (or credit) for the full term or a portion of the term of the related Mortgage Loan to cover anticipated re leasing costs, including tenant improvements and leasing commissions or other lease termination or occupancy issues. Such escrows are typically considered for office, retail and industrial properties only.

In certain cases, the related borrower may not be required to maintain the escrows described above until the occurrence of a specified trigger. In addition, certain of the Mortgage Loans described above permit the related borrower to post a guaranty in lieu of maintaining cash reserves.

Many of the Mortgage Loans provide for other escrows and reserves, including, in certain cases, reserves for debt service, operating expenses, vacancies at the related Mortgaged Property and other shortfalls or reserves to be released under circumstances described in the related Mortgage Loan documents.

Mortgaged Property Accounts

Cash Management. The Mortgage Loan documents prescribe the manner in which the related borrowers are permitted to collect rents from tenants at each Mortgaged Property. The following table sets forth the account mechanics prescribed for the Mortgage Loans:

Cash Management Types

Type of Lockbox	Mortgage Loans	Aggregate Cut-off Date Balance of Mortgage Loans	Approx. % of Initial Pool Balance (%)
Springing	21	$310,213,415	45.1	%
Hard/In Place Cash Management	3	179,000,000	26.0
Hard/Springing Cash Management	2	106,920,216	15.5
None	15	64,567,062	9.4
Soft/Springing Cash Management	1	27,500,000	4.0
Total:	42	$688,200,694	100.0	%

The following is a description of the types of cash management provisions to which the borrowers under the Mortgage Loans are subject:

● Hard/In Place Cash Management. The related borrower is required to instruct the tenants and other payors (including any third party property managers) to pay all rents and other revenue directly to a lockbox account controlled by the applicable servicer on behalf of the issuing entity. Funds are then swept into a cash management account controlled by the applicable servicer on behalf of the issuing entity and then applied by the applicable servicer in accordance with the related Mortgage Loan documents. This typically includes the payment of debt service and, in some cases, expenses at the related Mortgaged Property. Generally, excess funds may then be remitted to the related borrower.

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● Hard/Springing Cash Management. The related borrower is required to instruct the tenants and other payors (including any third party property managers) to pay all rents and other revenue directly to a lockbox account controlled by the applicable servicer on behalf of the issuing entity. Until the occurrence of a “trigger” event, which typically includes an event of default under the Mortgage Loan documents, such funds are forwarded to an account controlled by the related borrower or are otherwise made available to the related borrower. From and after the occurrence of such a “trigger” event, only the portion of such funds remaining after the payment of current debt service, the funding of reserves and, in some cases, expenses at the related Mortgaged Property are to be forwarded or otherwise made available to the related borrower or, in some cases, maintained in an account controlled by the servicer as additional collateral for the loan until the “trigger” event ends or terminates in accordance with the loan documentation.

● Soft/In Place Cash Management. Revenue from the related Mortgaged Property is generally paid by the tenants and other payors to the related borrower or the property manager. The related borrower or property manager, as applicable, then forwards such funds to a lockbox account controlled by the applicable servicer on behalf of the issuing entity. Funds are then swept into a cash management account controlled by the applicable servicer on behalf of the issuing entity and applied by the servicer in accordance with the related Mortgage Loan documents. This typically includes the payment of debt service and, in some cases, expenses at the related Mortgaged Property. Generally, excess funds may then be remitted to the related borrower.

● Soft/Springing Cash Management. Revenue from the related Mortgaged Property is generally paid by the tenants and other payors (including any third party property managers) to the related borrower or the property manager. The related borrower or property manager, as applicable, then forwards such funds to a lockbox account controlled by the applicable servicer on behalf of the issuing entity. Until the occurrence of a “trigger” event, which typically includes an event of default under the Mortgage Loan documents, such funds are forwarded to an account controlled by the related borrower or are otherwise made available to the related borrower. In some cases, upon the occurrence of such a “trigger” event, the Mortgage Loan documents will require the related borrower to instruct tenants and/or other payors to pay directly into an account controlled by the applicable servicer on behalf of the issuing entity. All funds held in such lockbox account controlled by the applicable servicer following such “trigger” event will be applied by the applicable servicer in accordance with the related Mortgage Loan documents. From and after the occurrence of such a trigger event, only the portion of such funds remaining after the payment of current debt service and, in some cases, expenses at the related Mortgaged Property are to be forwarded or otherwise made available to the related borrower.

● Springing. A lockbox account is established at origination or upon the occurrence of certain “trigger” events. Revenue from the related Mortgaged Property is generally paid by the tenants and other payors to the related borrower or property manager. The Mortgage Loan documents provide that, upon the occurrence of a “trigger” event, which typically includes an event of default under the Mortgage Loan documents, the related borrower would be required to instruct tenants to pay directly into such lockbox account or, if tenants are directed to pay to the related borrower or the property manager, the related borrower or property manager, as applicable, would then forward such funds to a lockbox account controlled by the

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applicable servicer on behalf of the issuing entity. Funds are then swept into a cash management account controlled by the servicer on behalf of the issuing entity and applied by the servicer in accordance with the related Mortgage Loan documents. This typically includes the payment of debt service and, in some cases, expenses at the related Mortgaged Property. Excess funds may then be remitted to the related borrower.

● None. Revenue from the related Mortgaged Property is paid to the related borrower and is not subject to a lockbox account as of the Closing Date, and no lockbox account is required to be established during the term of the related Mortgage Loan.

In connection with any hard lockbox cash management, income deposited directly into the related lockbox account may not include amounts paid in cash and/or checks that are paid directly to the related property manager, notwithstanding requirements to the contrary. Furthermore, with respect to certain multifamily and hospitality properties considered to have a hard lockbox, cash, checks and “over-the-counter” receipts may be deposited into the lockbox account by the property manager. With respect to certain Mortgage Loans secured by hospitality properties, rents deposited into the lockbox account may be net of management fees, hotel operating expenses, and reserves (or custodial funds (employee tips) and occupancy taxes may be remitted back to the borrower from the lockbox prior to payments to the lender), and with respect to certain other Mortgage Loans, rents may be net of certain otherde minimis receipts or expenses. Mortgage Loans whose terms call for the establishment of a lockbox account require that the amounts paid to the property manager will be deposited into the applicable lockbox account on a regular basis. Lockbox accounts will not be assets of the issuing entity. See the footnotes to Annex A-1 for more information regarding lockbox provisions for the Mortgage Loans.

Exceptions to Underwriting Guidelines

With respect to the Twelve Oaks Mall Mortgage Loan, representing approximately 9.7% of the Initial Pool Balance, the underwritten management fee (2.5%) is less than 3.0% which represents an exception to the underwriting guidelines for Wells Fargo Bank, National Association. Wells Fargo Bank, National Association’s decision to include the Mortgage Loan notwithstanding this exception was supported by the following: (a) the Mortgaged Property is located in Novi, Michigan, approximately 25 miles from the Detroit central business district and within a 45-minute drive of Michigan State University, Eastern Michigan University and the University of Michigan, which have a combined student population of approximately 116,000; (b) the Cut-off Date LTV Ratio, U/W NCF DSCR and U/W NCF Debt Yield (excluding the related Subordinate Companion Loan) are 36.1%, 2.55x and 15.0%, respectively; and if the Mortgage Loan underwriting utilized a 3.0% management fee, such U/W NCF DSCR and U/W NCF Debt Yield would be 2.53x and 14.9%, respectively; (c) the Mortgaged Property is 92.9% occupied as of November 30, 2017, and has averaged 99.9% occupancy over the past ten years; (d) the 2017 estimated population and average household income within a five-mile radius of the Mortgaged Property is 155,524 and $115,649, respectively; and (e) the sponsor owns, manages and/or leases 27 regional, super-regional and outlet shopping centers in the United States and Asia. In addition, certain characteristics of the Mortgage Loan can be found in Annex A-1 to this prospectus. Based on the foregoing, Wells Fargo Bank, National Association approved inclusion of the Mortgage Loan into this transaction.

With respect to the Apple Campus 3 Mortgage Loan, representing approximately 9.2% of the Initial Pool Balance, the underwritten base rent includes $155,921,359 in straight-line rents that are due after the anticipated repayment date (“ARD” ) of the Mortgage Loan,

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which represents an exception to the underwriting guidelines for Wells Fargo Bank, National Association. Wells Fargo Bank, National Association’s decision to include the Mortgage Loan notwithstanding this exception was supported by the following: (a) the Mortgaged Property is 100.0% leased to Apple (rated Aa1/AA+ by Moody’s/S&P, respectively) on a long term lease maturing on February 28, 2031 with two, 7-year renewal options; (b) the Cut-off Date LTV Ratio, U/W NOI Debt Yield and U/W NCF DSCR are 44.0%, 12.2% and 3.55x, respectively; (c) if the Mortgaged Property was underwritten based on the straight-line rent average through the anticipated repayment date, the U/W NOI Debt Yield and U/W NCF DSCR would be 11.6% and 3.14x, respectively; (d) the Mortgaged Property was built in 2017 for Apple, which took possession and is currently constructing its interior improvements for which there was an upfront and springing reserve for any additional punch list items the borrower is required to complete for Apple; and (e) the sponsor, Paul Guarantor LLC, is 100.0% owned by Jay Paul Company, which has significant experience in the market and has developed over 11.0 million square feet of institutional quality space, and has closed on more than $12.0 billion in debt and equity financings since 2000. Certain characteristics of the Mortgage Loan can be found in Annex A-1 to this prospectus. Based on the foregoing, Wells Fargo Bank, National Association approved inclusion of the Mortgage Loan into this transaction.

With respect to the Airport Business Center Mortgage Loan, representing approximately 7.7% of the Initial Pool Balance, real estate taxes are underwritten to the current 2017-2018 real estate tax bill, however; the borrower sponsor has owned the Mortgaged Property since 1969, and due to California Proposition 13, the sale or transfer of the Mortgaged Property may result in a material increase to the Mortgaged Property’s assessed value and property taxes, which represent an exception to the underwriting guidelines for Wells Fargo Bank, National Association. Wells Fargo Bank, National Association’s decision to include the Mortgage Loan notwithstanding this exception was supported by the following: (a) the Cut-off Date LTV Ratio, U/W NCF DSCR and U/W NCF Debt Yield are 61.3%, 2.12x and 9.4%, respectively; and, and assuming a pro forma real estate tax expense based on the original whole loan amount times the tax rate, plus special assessments (as outlined in the appraisal), the Cut-off Date U/W NCF DSCR and U/W NCF Debt Yield would be 1.96x and 8.7%, respectively; (b) the Mortgaged Property was 96.8% occupied by approximately 440 tenants with no single tenant accounting for more than 1.8% of the net rentable area or 1.5% of underwritten base rent as of January 31, 2018, and the Mortgaged Property has averaged 94.8% occupancy over the past five years and 90.8% occupancy since 1990; (c) the Mortgaged Property is located within the Irvine Business Complex and is approximately one mile northeast of the John Wayne Airport; (d) the Mortgaged Property is situated to the southeast of the intersection of Macarthur Boulevard and Red Hill Avenue with access to Costa Mesa Freeway (State Route 55) approximately 0.5 mile to the northwest and the San Diego Freeway (Interstate 405) approximately 0.75 mile to the south, and (e) the sponsor is an affiliate of The Koll Company, a privately held full service real estate firm based in Irvine, California, that has acquired and developed over 100 million square feet of office, industrial, retail and resort properties throughout multiple markets, and has had continued ownership and management of the Mortgaged Property since the company purchased the land and initiated construction in 1969. In addition, certain characteristics of the Mortgage Loan can be found in Annex A-1 to this prospectus. Based on the foregoing, Wells Fargo Bank, National Association approved inclusion of the Mortgage Loan into this transaction.

With respect to the 27 Orinda Way Mortgage Loan, representing approximately 0.7% of the Initial Pool Balance, the underwritten management fee (1.0%) is less than 3.0% which represents an exception to the underwriting guidelines for Wells Fargo Bank, National Association. Wells Fargo Bank, National Association’s decision to include the Mortgage Loan notwithstanding this exception was supported by the following: (a) the Mortgaged Property

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is 100.0% leased to Rite Aid on a 20-year triple net lease term through December 2037, with six, 5-year renewal options until December 2067; (b) the Cut-off Date LTV Ratio, U/W NCF DSCR and U/W NCF Debt Yield are 40.0%, 1.47x and 9.2%, respectively; and if the Mortgage Loan underwriting utilized a 3.0% management fee, the U/W NCF DSCR and U/W NCF Debt Yield would be 1.44x and 9.1%, respectively; (c) the Mortgaged Property has been occupied by Rite Aid since development in 1958 and Rite Aid Corporation guarantees the lease ; (d) the 2017 estimated population and average household income within a five-mile radius of the Mortgaged Property are $188,555 and $162,288, respectively; and (e) the sponsor and guarantor currently own and manage 26 primarily retail properties totaling roughly 1.339 million square feet and has more than 36 years of commercial real estate experience. In addition, certain characteristics of the Mortgage Loan can be found in Annex A-1 to this prospectus. Based on the foregoing, Wells Fargo Bank, National Association approved inclusion of the Mortgage Loan into this transaction.

With respect to the Mortgage Loan identified on Annex A-1 as Burnham House, Inc., representing approximately 0.3% of the Initial Pool Balance, the financial statements received from the related borrower are on a compiled basis. National Cooperative Bank, N.A.’s underwriting criteria, as prescribed by the underwriting standards and procedures described under“Transaction Parties—The Sponsors and Mortgage Loan Sellers—National Cooperative Bank, N.A.”, requires reviewed or audited financial statements for all loans greater than $1,000,000. National Cooperative Bank, N.A.’s decision to include such Mortgage Loan notwithstanding this exception was supported by the following considerations: (a) the Cut-off Date LTV Ratio and Coop – LTV as Rental are 3.6% and 4.2%, respectively, and (b) the U/W NCF DSCR and Cut-off Date U/W NCF Debt Yield are 18.37x and 108.1%, respectively. In addition, certain characteristics of the Mortgage Loan can be found in Annex A-1 to this prospectus. Based on the foregoing, National Cooperative Bank, N.A. approved the inclusion of the Mortgage Loan in this transaction.

None of the other Mortgage Loans were originated with material exceptions to the related mortgage loan seller’s underwriting guidelines. See “Transaction Parties—The Sponsors and Mortgage Loan Sellers—Wells Fargo Bank,National Association—Wells Fargo Bank’s Commercial Mortgage Loan Underwriting”; “—Bank of America, National Association—Bank of America’s Commercial Mortgage Loan Underwriting Standards”;
“—Morgan Stanley Mortgage Capital Holdings LLC—The Morgan Stanley Group’s Underwriting Standards”; and “—National Cooperative Bank, N.A.—National Cooperative Bank, N.A.’s Underwriting Standards and Processes”.

Additional Indebtedness

General

The Mortgage Loans generally prohibit borrowers from incurring any additional debt secured by their Mortgaged Property without the consent of the lender. However:

● substantially all of the Mortgage Loans permit the related borrower to incur limited indebtedness in the ordinary course of business that is not secured by the related Mortgaged Property;

● the borrowers under certain of the Mortgage Loans have incurred and/or may incur in the future unsecured debt other than in the ordinary course of business;

● any borrower that is not required pursuant to the terms of the related Mortgage Loan documents to meet single-purpose entity criteria may not be restricted from incurring unsecured debt or mezzanine debt;

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● the terms of certain Mortgage Loans permit the borrowers to post letters of credit and/or surety bonds for the benefit of the mortgagee under the Mortgage Loans, which may constitute a contingent reimbursement obligation of the related borrower or an affiliate. The issuing bank or surety will not typically agree to subordination and standstill protection benefiting the mortgagee;

● although the Mortgage Loans generally place certain restrictions on incurring mezzanine debt by the pledging of general partnership and managing member equity interests in a borrower, such as specific percentage or control limitations, the terms of the Mortgage Loan documents generally permit, subject to certain limitations, the pledge of the limited partnership or non-managing membership equity interests in a borrower or less than a controlling interest of any other equity interests in a borrower;

● certain of the Mortgage Loans do not restrict the pledging of ownership interests in the borrower, but do restrict the transfer of ownership interests in a borrower by imposing limitations on transfer of control or a specific percentage of ownership interests;

● with respect to the Mortgage Loans secured by residential cooperative properties, the related borrower may have incurred, be permitted in the future to incur, or in the future be granted consent to incur, additional indebtedness secured by the related Mortgaged Property as further described in “Other Secured Indebtedness—Additional Debt Financing For Mortgage Loans Secured by Residential Cooperatives”; and

● with respect to the Mortgage Loans secured by residential cooperative properties, the owners of cooperative units underlying the residential cooperative properties are permitted, generally without restriction, to obtain loans secured by a pledge of such owner’s interest in the respective cooperative units underlying the cooperative properties.

Whole Loans

Certain Mortgage Loans are subject to the rights of a related Companion Loan holder, as further described in “—The Whole Loans” below.

Mezzanine Indebtedness

Although the Mortgage Loans generally place certain restrictions on incurring mezzanine debt by the pledging of general partnership and managing member equity interests in a borrower, such as specific percentage or control limitations, the terms of the Mortgage Loan documents generally permit, subject to certain limitations, the pledge of less than a controlling portion of the equity interests in a borrower or the pledge of limited partnership or non-managing membership equity interests in a borrower. Certain Mortgage Loans described below permit the incurrence of mezzanine debt subject to satisfaction of certain conditions including a certain maximum combined loan-to-value ratio and/or a minimum combined debt service coverage ratio. Also, certain of the Mortgage Loans do not restrict the pledging of ownership interests in the related borrower, but do restrict the transfer of ownership interests in a borrower by imposing limitations on transfer of control or a specific percentage of ownership interests. In addition, in general, a borrower (or its direct or indirect owners) that does not meet single-purpose entity criteria may not be restricted in any way from incurring mezzanine debt.

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As of the Cut-off Date, each sponsor has informed us that it is aware of the following existing mezzanine indebtedness with respect to the Mortgage Loans it is selling to the depositor:

Mortgage Loan Name	Mortgage Loan Cut-off Date Balance	Percentage of Initial Pool Balance	Mezzanine Debt Cut-off Date Balance	Subordinate Debt Cut-off Date Balance	Pari Passu Companion Loan Cut-off Date Balance	Cut-off Date Total Debt Balance	Cut-off Date Wtd. Avg. Total Debt Interest Rate(1)	Cut-off Date Mortgage Loan LTV Ratio(2)	Cut-off Date Total Debt LTV Ratio(1)	Cut-off Date Mortgage Loan Underwritten NCF DSCR(2)	Cut-off Date Total Debt Underwritten NCF DSCR(1)
Apple Campus 3	$63,000,000	9.2%	$235,000,000	$0	$277,000,000	$575,000,000	4.160%	44.0%	74.3%	3.55x	1.70x
Airport Business Center	$53,000,000	7.7%	$20,000,000	$0	$97,000,000	$170,000,000	4.708%	61.3%	69.5%	2.12x	1.74x

⁽¹⁾ Calculated including the mezzanine debt and any related Companion Loan.

⁽²⁾ Calculated including any related Companion Loan (but excluding any related mezzanine debt).

In each case, the mezzanine indebtedness is coterminous with the related Mortgage Loan.

The mezzanine loans related to the Mortgage Loans identified in the table above are each subject to an intercreditor agreement between the holder of the related mezzanine loan and the lender under the related Mortgage Loan that sets forth the relative priorities between the related Mortgage Loan and the related mezzanine loan. Each related intercreditor agreement provides, among other things, generally that (a) all payments due under the related mezzanine loan are subordinate after an event of default under the related Mortgage Loan (taking into account the cure rights of the related mezzanine lender) to any and all payments required to be made under the related Mortgage Loan (except for any payments from funds other than the related Mortgaged Property or proceeds of any enforcement upon the mezzanine loan collateral and any mezzanine loan guarantees), (b) so long as there is no event of default under the related Mortgage Loan (taking into account the cure rights of the related mezzanine lender), the related mezzanine lender may accept payments on and, in certain cases, permitted prepayments or cure payments of the related mezzanine loan, prior to the prepayment or repayment in full of the Mortgage Loan, generally provided that such prepayment or cure payment is from a source of funds other than the respective Mortgaged Property (unless such funds are derived from excess cash) and, subject to certain exceptions, the Mortgage Loan borrower, the senior Mortgage Loan guarantor and/or other collateral for the Mortgage Loan, (c) the related mezzanine lender will have certain rights to receive notice of and cure defaults under the related Mortgage Loan prior to any acceleration or enforcement of the related Mortgage Loan, (d) the related mezzanine lender may amend or modify the related mezzanine loan in certain respects without the consent of the related Mortgage Loan lender, and the Mortgage Loan lender must obtain the mezzanine lender’s consent to amend or modify the related Mortgage Loan in certain respects, (e) upon the occurrence of an event of default under the related mezzanine loan documents, the related mezzanine lender may foreclose upon the membership interests in the related Mortgage Loan borrower, which could result in a change of control with respect to the related Mortgage Loan borrower and a change in the management of the related Mortgaged Property, (f) if the related Mortgage Loan is accelerated or, in some cases, becomes specially serviced or if a monetary or material non-monetary default occurs (or in certain cases, if any event of default occurs) and continues for a specified period of time under the related Mortgage Loan or if the related Mortgage Loan borrower becomes a debtor in a bankruptcy or if the related Mortgage Loan lender exercises any enforcement action under the related Mortgage Loan documents with respect to the related Mortgage Loan borrower or the related Mortgaged Property, the related mezzanine lender has the right to purchase the related Mortgage Loan, in whole but not in part, for a price generally equal to the outstanding principal balance of the related Mortgage Loan, together with all accrued and unpaid interest and other amounts due thereon, plus any servicing advances made by the related Mortgage Loan lender or its servicer and any interest thereon, and interest on any principal and interest advances made by the Mortgage

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Loan lender or its servicer, plus, subject to certain limitations, any Liquidation Fees and Special Servicing Fees payable under the PSA (net of certain amounts and subject to certain other limitations, each as specified in the related intercreditor agreement), and generally excluding any late charges, default interest, exit fees, spread maintenance charges payable in connection with a prepayment or yield maintenance charges and prepayment premiums, and (g) an event of default under the related Mortgage Loan will trigger an event of default under the related mezzanine loan.

The Mortgage Loans generally place certain restrictions on the transfer and/or pledging of general partnership and managing member equity interests in a borrower such as specific percentage or control limitations as described under “—Certain Terms of the Mortgage Loans—“Due-On-Sale” and “Due-On-Encumbrance” Provisions” above. Certain of the Mortgage Loans do not prohibit the pledge by direct or indirect owners of the related borrower of equity distributions that may be made from time to time by the borrower to its equity owners.

With respect to the Mortgage Loans listed in the following chart, the direct and indirect equity owners of the borrower are permitted to incur future mezzanine debt, subject to the satisfaction of conditions contained in the related Mortgage Loan documents, including, among other things, a combined maximum loan-to-value ratio, a combined minimum debt service coverage ratio and/or a combined minimum debt yield, as listed in the following chart and determined in accordance with the related Mortgage Loan documents:

Mortgage Loan Name	Mortgage Loan Cut-off Date Balance	Maximum Principal Amount Permitted (If Specified)(1)	Combined Maximum LTV Ratio(2)	Combined Minimum DSCR(2)	Combined Minimum Debt Yield(2)	Intercreditor Agreement Required	Mortgage Lender Allowed to Require Rating Agency Confirmation(3)
Park City Self Storage	$6,000,000(4)	N/A	50.0%	2.00x	12.0%	Yes	Yes
Sparrows Lodge	$5,000,000(4)	N/A	60.0%	2.75x	16.5%	Yes	Yes

⁽¹⁾ Indicates the maximum aggregate principal amount of the Mortgage Loan and the related mezzanine loan (if any) that is specifically stated in the Mortgage Loan documents and does not take account of any restrictions that may be imposed at any time by operation of any debt yield, debt service coverage ratio or loan-to-value ratio conditions.

⁽²⁾ Debt service coverage ratios, loan-to-value ratios and debt yields are to be calculated in accordance with definitions set forth in the related Mortgage Loan documents. Except as otherwise noted in connection with a Mortgage Loan, the determination of the loan-to-value ratio must be, or may be required by the lender to be, based on a recent appraisal.

⁽³⁾ Indicates whether the conditions to the financing include (a) delivery of Rating Agency Confirmation that the proposed financing will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class of certificates and/or (b) acceptability of any related intercreditor or mezzanine loan documents to the Rating Agencies.

⁽⁴⁾ Permitted only in connection with a sale of the Mortgaged Property and assumption of the related Mortgage Loan.

The specific rights of the related mezzanine lender with respect to any such future mezzanine loan will be specified in the related intercreditor agreement and may include cure rights and repurchase rights. The intercreditor agreement required to be entered into in connection with any future mezzanine loan will either be substantially in the form attached to the related loan agreement or be subject to receipt of a Rating Agency Confirmation or to the related lender’s approval. The direct and/or indirect owners of a borrower under a Mortgage Loan are also generally permitted to pledge their interest in such borrower as security for a mezzanine loan in circumstances where the ultimate transfer of such interest to the mezzanine lender would be a permitted transfer under the related Mortgage Loan documents.

Generally, upon a default under a mezzanine loan, subject to the terms of any applicable intercreditor or subordination agreement, the holder of the mezzanine loan would be entitled to foreclose upon the equity in the related borrower, which has been pledged to secure payment of such debt. Although this transfer of equity may not trigger the due-on-sale clause under the related Mortgage Loan, it could cause a change in control of

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the borrower and/or cause the obligor under the mezzanine loan to file for bankruptcy, which could negatively affect the operation of the related Mortgaged Property and the related borrower’s ability to make payments on the related Mortgage Loan in a timely manner.

Other Secured Indebtedness

General

The Mortgage Loans secured by residential cooperative properties permit cooperative unit loans that are secured by direct equity interests in the related borrower. See “Risk Factors—Risks Relating to the Mortgage Loans—Residential Cooperative Properties Have Special Risks” above and “—Additional Debt Financing For Mortgage Loans Secured by Residential Cooperatives” below.

Additional Debt Financing For Mortgage Loans Secured by Residential Cooperatives

With respect to Mortgage Loans secured by residential cooperative properties, many of the related borrowers have incurred additional indebtedness secured by the related Mortgaged Property. Such additional secured indebtedness in existence as of the Cut-off Date is expressly subordinate to the related Mortgage Loan and is described on Annex A-1. The following table presents certain information with respect to existing subordinate mortgage indebtedness encumbering residential cooperative properties securing the related Mortgage Loans.

Mortgage Loan Name	Mortgage Loan Cut- off Date Balance ($)	Non-Trust Mortgage Loan Maximum Balance Allowed ($)(1)	Non-Trust Mortgage Loan Balance as of 03/09/2018 ($)	Total Cut-off Date Debt Balance ($)(2)	Total Maximum Debt Balance ($)(3)	Total Maximum Debt LTV Ratio (%)(3)	Non-Trust Mortgage Loan Interest Rate	Total Maximum Debt U/W NCF DSCR(4)
300 E. 85th Housing Corp.	$15,289,439	$500,000	$0	$15,289,439	$15,789,439	6.7%	greater of 3.90% or the Prime Rate.	5.72x
Bay Terrace Cooperative Section VIII, Inc.	$6,085,727	$500,000	$0	$6,085,727	$6,585,727	21.9%	greater of 4.25% or the Prime Rate+0.25%.	4.56x
Booth Street Owners Corp.	$5,496,101	$500,000	$0	$5,496,101	$5,996,101	10.8%	greater of 3.90% or the Prime Rate+0.25%.	5.21x
Wesley House Ltd.	$4,000,000	$500,000	$0	$4,000,000	$4,500,000	25.2%	greater of 4.00% or the Prime Rate+0.15%.	4.61x
3600 Fieldston Road Apartment Corporation	$3,050,000	$500,000	$0	$3,050,000	$3,550,000	22.0%	greater of 4.00% or the Prime Rate+0.25%.	5.24x
35 W. 9 Owners Corp.	$2,990,709	$500,000	$0	$2,990,709	$3,490,709	5.5%	greater of 4.00% or the Prime Rate+0.25%.	9.92x
83-10 35th Avenue Owner's Corp.	$2,746,406	$250,000	$0	$2,746,406	$2,996,406	5.0%	greater of 3.90% or the Prime Rate.	9.14x
Kent Bentley Apartments, Inc.	$2,492,208	$250,000	$0	$2,492,208	$2,742,208	27.2%	greater of 3.90% or the Prime Rate+0.25%.	4.75x
Thornycroft Tenants' Corp.	$2,250,000	$250,000	$0	$2,250,000	$2,500,000	9.9%	greater of 4.00% or the Prime Rate+0.25%.	17.60x
Burnham House, Inc.	$1,997,459	$1,000,000	$0	$1,997,459	$2,997,459	5.4%	greater of 3.90% or the Prime Rate.	13.23x
5601 Riverdale Owners Corp.	$1,997,312	$250,000	$0	$1,997,312	$2,247,312	10.5%	greater of 3.90% or the Prime Rate+0.25%.	10.02x
Lenox Manor Owners, Inc.; Compark Owners Corp.	$1,993,776	$1,500,000	$0	$1,993,776	$3,493,776	1.7%	greater of 4.00% or the Prime Rate+0.25%.	34.35x
44-46 West 65th Apartment Corp.	$1,617,113	$500,000	$0	$1,617,113	$2,117,113	16.3%	greater of 4.00% or the Prime Rate.	2.96x

⁽¹⁾ For Subordinate LOC non-trust mortgage loans, the Non-Trust Mortgage Loan Maximum Balance Allowed assumes that the non-trust mortgage loan has been fully advanced and the entire amount thereof is outstanding as of the Cut-off Date.

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⁽²⁾ The Total Cut-off Date Debt Balance is calculated using the Cut-off Date Principal Balance of the Mortgage Loan and the actual outstanding balance of the non-trust mortgage loan(s) as of March 9, 2018.

⁽³⁾ For Subordinate LOC non-trust mortgage loans, the Total Maximum Debt Balance and the Total Maximum Debt LTV Ratio are calculated (i) using the Cut-off Date Principal Balance of the Mortgage Loan and (ii) assuming that the corresponding non-trust mortgage loan has been fully advanced and the entire amount thereof is outstanding as the Cut-off Date.

⁽⁴⁾ For Subordinate LOC non-trust mortgage loans, the Total Maximum Debt U/W NCF DSCR is calculated (i) assuming that interest on the nontrust mortgage loan is accruing pursuant to the applicable loan document (with the applicable interest rate determined using the Prime Rate in effect as of March 9, 2018 and giving effect to any applicable interest rate floor), (ii) assuming that the non-trust mortgage loan has been fully advanced and the entire amount thereof is outstanding as of the Cut-off Date and (iii) assuming that any initial interest-only period for such non-trust mortgage loan has expired and the related borrower is required to make scheduled principal plus interest payments as set forth in the corresponding promissory note.

With respect to the Mortgage Loan identified on Annex A-1 as Wesley House Ltd., representing approximately 0.6% of the Initial Pool Balance, the related Borrower is permitted to incur additional future indebtedness secured by the related Mortgaged Property, subject to the satisfaction of various conditions, including that (a) the combined loan-to-value ratio of the Mortgage Loan included in the trust and the total of such additional secured indebtedness does not exceed the lesser of (x) twenty (20%) percent of the value of the Mortgaged Property as a residential cooperatively owned apartment building and (y) thirty-five (35%) percent of the value of the Mortgaged Property as a multi-family residential rental apartment building and (b) such additional secured indebtedness be expressly subordinate to the related Mortgage Loan included in the trust.

In addition, with respect to each of the Mortgage Loans sold by National Cooperative Bank, N.A. and secured by residential cooperative properties, the PSA permits the applicable master servicer to grant consent to additional subordinate financing secured by the related cooperative property (even if such subordinate financing is prohibited by the terms of the related Mortgage Loan documents), subject to the satisfaction of certain conditions, including that (i) the maximum combined loan-to-value ratio not exceed 40% (based on the Value Co-op Basis of the related Mortgaged Property as set forth in an updated appraisal obtained in connection with the proposed indebtedness), (ii) the aggregate of proposed and existing subordinate financing secured by the related Mortgaged Property must not exceed $7.5 million, (iii) the net proceeds of the subordinate debt must be used principally for funding capital expenditures, major repairs or reserves, (iv) the subordinate mortgage loan is not permitted to have a stated maturity date that is prior to the maturity date of the related Mortgage Loan if the subordinate mortgage loan is not fully amortizing and (v) National Cooperative Bank, N.A. or any affiliate thereof that originates (in accordance with its underwriting standards for such loans) the subordinate mortgage loan, executes and delivers to the custodian (on behalf of the trustee) for inclusion in the Mortgage File an intercreditor and subordination agreement with respect to such subordinate mortgage. “Value Co-op Basis” means, with respect to any residential cooperative property securing a Mortgage Loan, the value estimate reflected in the most recent appraisal obtained by or otherwise in the possession of the applicable master servicer determined as if the related Mortgaged Property is operated as a residential cooperative; in general, such value equals the gross share value of all cooperative units in the related Mortgaged Property (applying a discount as determined by the appraiser for rent regulated, rent stabilized and rent controlled units), based in part on various comparable sales of cooperative apartment units in the market, plus the amount of the underlying debt encumbering the related Mortgaged Property. With respect to limited equity cooperatives (i.e., housing cooperatives in which eligible members purchase shares at below market prices and are subject to various restrictions, including restrictions on the sale price for which units may be re-sold and/or restrictions upon the income or other characteristics of purchasers of such units), the gross share value referenced in the preceding sentence is calculated without regard to any applicable sale price restrictions. The comparable sales considered in the appraisers’ estimates of gross share values may have occurred at properties where the cooperative

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entity’s underlying mortgage debt per cooperative unit was substantially more or less than that at the applicable Mortgaged Property. The appraisers generally made no adjustments to comparable sales statistics to account for any such differences, although monthly unit maintenance obligations may have been considered.

However, the intercreditor agreements that in each instance govern the interaction between the mortgagee under the Mortgage Loan and the lender with respect to any such additional secured debt do not (as to existing additional subordinate debt) and are not likely to (as to future additional secured debt) contain “standstill” provisions in favor of the mortgagee under the Mortgage Loan. As a result, the lender under any such permitted additional debt could foreclose upon its lien and cause a default on the related Mortgage Loan, regardless of whether such Mortgage Loan was otherwise in default.

In each of the aforementioned cases with respect to future subordinate financing, National Cooperative Bank, N.A. or one of its affiliates is likely to be the lender on such subordinate financing, although it is not obligated to provide such financing. In addition, the Mortgage Loans secured by residential cooperative properties do not restrict the pledge of direct equity interests in the related cooperative borrower in connection with the financing of cooperative apartment units and generally permit the related borrowers to incur unsecured subordinate debt subject to the terms of the related Mortgage Loan documents. See “Risk Factors—Risks Related to Conflicts of Interest—Interests and Incentives of the Originators, the Sponsors and Their Affiliates May Not Be Aligned With Your Interests” and “—Potential Conflicts of Interest of the Master Servicers and the Special Servicers”. See also “Risk Factors—Risks Relating to the Mortgage Loans—Other Financings or Ability to Incur Other Indebtedness Entails Risk”.

Preferred Equity

With respect to the Airport Business Center Mortgage Loan, representing approximately 7.7% of the Initial Pool Balance, the loan documents permit the issuance of direct or indirect preferred equity interests in the sponsor/guarantor (DK Properties, L.P.) so long as the transfer resulting from the exercise of such preferred equity interests does not result in the sponsor/guarantors’ not being controlled, directly or indirectly, by Robert L. Stelzl, O’Malley M. Miller and Kathleen R. Koll.

Because preferred equity often provides for a higher rate of return to be paid to the holders of such preferred equity, preferred equity in some respects functions like mezzanine indebtedness, and reduces a principal’s economic stake in the related Mortgaged Property, reduces cash flow on the borrower’s Mortgaged Property after the payment of debt service and payments on the preferred equity and may increase the likelihood that the owner of a borrower will permit the value or income producing potential of a Mortgaged Property to fall and may create a greater risk that a borrower will default on the Mortgage Loan secured by a Mortgaged Property whose value or income is relatively weak.

Other Unsecured Indebtedness

The Mortgage Loans generally permit a pledge of the same direct and indirect ownership interests in any borrower that could be transferred without the lender’s consent. See “—Certain Terms of the Mortgage Loans—“Due-on-Sale”and“Due-on-Encumbrance” Provisions” above.

Some of the Mortgage Loans permit certain affiliates of the related borrower to pledge their indirect ownership interests in the borrower including, but not limited to, pledges to an institutional lender providing a corporate line of credit or corporate credit facility as

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collateral for such corporate line of credit or corporate credit facility. In connection with those pledges, the Mortgage Loan documents for such Mortgage Loans may: (i) contain limitations on the amounts that such collateral may secure and prohibit foreclosure of such pledges unless such foreclosure would represent a transfer otherwise permitted under the Mortgage Loan documents but do not prohibit a change in control in the event of a permitted foreclosure; or (ii) require that such financing be secured by at least a certain number of assets other than such ownership interests in the related borrower.

In addition, the borrowers under some of the Mortgage Loans have incurred or are permitted to incur unsecured subordinate debt (in addition to trade payables, equipment financing and other debt incurred in the ordinary course) subject to the terms of the related Mortgage Loan documents.

Prospective investors should assume that all or substantially all of the Mortgage Loans permit their borrowers to incur a limited amount (generally in an amount not more than 5% of the original Mortgage Loan balance or an amount otherwise normal and reasonable under the circumstances) of trade payables, equipment financing and/or other unsecured indebtedness in the ordinary course of business or an unsecured credit line to be used for working capital purposes. In addition, certain of the Mortgage Loans allow the related borrower to receive unsecured loans from equity owners,provided that such loans are subject to and subordinate to the applicable Mortgage Loan.

Certain risks relating to additional debt are described in “Risk Factors—Risks Relating to the Mortgage Loans—Other Financings or Ability to Incur Other Indebtedness Entails Risk”.

The Whole Loans

General

The Mortgage Loans secured by the Mortgaged Properties or portfolios of Mortgaged Properties identified on Annex A-1 as Twelve Oaks Mall, Extra Space - TIAA Self Storage Portfolio, Apple Campus 3, One Dulles Tower, Airport Business Center, Northwest Hotel Portfolio, North Bay Portfolio and The Gateway are each part of a Whole Loan consisting of such Mortgage Loan and the related Companion Loan(s). In connection with each Whole Loan, the rights between the trustee on behalf of the issuing entity and the holder(s) of the related Companion Loan(s) (the “Companion Holder” or “Companion Holders”) are generally governed by an intercreditor agreement or a co-lender agreement (each, an “Intercreditor Agreement”). With respect to each of the Whole Loans, the related Mortgage Loan and the related Companion Loan(s) are cross-collateralized and cross-defaulted.

In this prospectus, references to (i) any specified Whole Loan should be construed to refer to the Whole Loan comprised of the related Mortgage Loan with the same name and any related Companion Loan(s) and (ii) any specified Companion Loan should be construed to refer to the Companion Loan that together with the related Mortgage Loan with the same name comprise the related Whole Loan with the same name.

The following terms are used in reference to the Whole Loans:

“BANK 2018-BNK10 PSA” means the pooling and servicing agreement governing the BANK 2018-BNK10 securitization trust, into which the Control Note related to the Apple Campus 3 Whole Loan was deposited.

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“CGCMT 2018-B2 PSA” means the pooling and servicing agreement governing the CGCMT 2018-B2 securitization trust, into which the Control Note related to the Extra Space - TIAA Self Storage Portfolio Whole Loan was deposited.

“GSMS 2018-GS9 PSA” means the pooling and servicing agreement governing the GSMS 2018-GS9 securitization trust, into which a companion loan that is part of the Twelve Oaks Mall Whole Loan (the Pari Passu Companion Loan evidenced by the promissory note A-1) was deposited.

“Control Appraisal Period” means, with respect to any Serviced A/B Whole Loan, the period during which a “Control Appraisal Event” (or analogous term) exists under the related Intercreditor Agreement.

“Control Note” means, with respect to any Whole Loan, the “Controlling Note” or other similar term specified in the related Intercreditor Agreement. As of the Closing Date, the Control Note with respect to each Whole Loan will be the promissory note(s) listed as the “Control Note” in the column “Control Note/Non-Control Note” in the table below entitled “Whole Loan Control Notes and Non-Control Notes”.

“Controlling Holder” means, with respect to any Whole Loan, the holder of the related Control Note. As of the Closing Date, the Controlling Holder with respect to each Whole Loan will be the holder listed next to the related Control Note in the column “Note Holder” in the table below entitled “Whole Loan Control Notes and Non-Control Notes”.

“Non-Control Note” means, with respect to any Whole Loan, any “Non-Controlling Note” or other similar term specified in the related Intercreditor Agreement. As of the Closing Date, the Non-Control Notes with respect to each Whole Loan will be the promissory notes listed as the “Non-Control Notes” in the column “Control Note/Non-Control Note” in the table below entitled “Whole Loan Control Notes and Non-Control Notes”.

“Non-Controlling Holder” means, with respect to any Whole Loan, the holder(s) of a Non-Control Note. As of the Closing Date, the Non-Controlling Holders with respect to each Whole Loan will be the holders listed next to the related Non-Control Notes in the column “Note Holder” in the table below entitled “Whole Loan Control Notes and Non-Control Notes”.

“Non-Serviced Certificate Administrator” means, with respect to each Non-Serviced Whole Loan, the certificate administrator under the related Non-Serviced PSA.

“Non-Serviced Companion Loan” means, with respect to each Non-Serviced Whole Loan, any promissory note that is a part of such Whole Loan other than the Non-Serviced Mortgage Loan.

“Non-Serviced Custodian” means, with respect to each Non-Serviced Whole Loan, the custodian under the related Non-Serviced PSA.

“Non-Serviced Directing Certificateholder” means, with respect to each Non-Serviced Whole Loan, the directing certificateholder (or the equivalent) under the related Non-Serviced PSA.

“Non-Serviced Master Servicer” means with respect to each Non-Serviced Whole Loan, the master servicer or servicer under the related Non-Serviced PSA.

“Non-Serviced Mortgage Loan” means each of (i) the Twelve Oaks Mall Mortgage Loan, (ii) the Extra Space - TIAA Self Storage Portfolio Mortgage Loan, (iii) the Apple Campus 3

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Mortgage Loan and (iv) each Servicing Shift Mortgage Loan (on and after the related Servicing Shift Securitization Date).

“Non-Serviced Pari Passu-A/B Whole Loan” means each of the Twelve Oaks Mall Whole Loan and, on and after the related Servicing Shift Securitization Date, The Gateway Whole Loan.

“Non-Serviced Pari Passu Companion Loan” means, with respect to each Non-Serviced Whole Loan, anypari passupromissory note other than the Non-Serviced Mortgage Loan.

“Non-Serviced Pari Passu Whole Loan” means each of (i) the Extra Space - TIAA Self Storage Portfolio Whole Loan, (ii) the Apple Campus 3 Whole Loan and (iii) each Servicing Shift Whole Loan (on and after the related Servicing Shift Securitization Date) other than The Gateway Whole Loan.

“Non-Serviced PSA” means, (i) with respect to the Twelve Oaks Mall Whole Loan, the GSMS 2018-GS9 PSA, (ii) with respect to the Extra Space - TIAA Self Storage Portfolio Whole Loan, the CGCMT 2018-B2 PSA, (iii) with respect to the Apple Campus 3 Whole Loan, the BANK 2018-BNK10 PSA and (iv) with respect to each Servicing Shift Whole Loan after the related Servicing Shift Securitization Date, the pooling and servicing agreement that creates the trust whose assets include the related Control Note (or, with respect to The Gateway Whole Loan, the related Pari Passu Companion Loan evidenced by the promissory note A-1-A).

“Non-Serviced Securitization Trust” means a securitization trust that is created and governed by a Non-Serviced PSA.

“Non-Serviced Special Servicer” means with respect to each Non-Serviced Whole Loan, the special servicer under the related Non-Serviced PSA.

“Non-Serviced Trustee” means with respect to each Non-Serviced Whole Loan, the trustee under the related Non-Serviced PSA.

“Non-Serviced Whole Loan” means each of (i) the Non-Serviced Pari Passu-A/B Whole Loan, (ii) the Non-Serviced Pari Passu Whole Loans and (iii) each Servicing Shift Whole Loan (on and after the related Servicing Shift Securitization Date).

“Other Master Servicer” means, with respect to each Serviced Whole Loan, the master servicer appointed under the related Other PSA.

“Other Special Servicer” means, with respect to each Serviced Whole Loan, the special servicer appointed under the related Other PSA.

“Other PSA” means, with respect to each Serviced Whole Loan, any pooling and servicing agreement, trust and servicing agreement or other servicing agreement governing the securitization of a related Serviced Companion Loan.

“Pari Passu Mortgage Loan” means any of the Serviced Pari Passu Mortgage Loans or the Non-Serviced Mortgage Loans.

“Serviced A/B Whole Loan” means any Whole Loan serviced pursuant to the PSA comprised of a Serviced Mortgage Loan, a Serviced Subordinate Companion Loan and, in certain cases, one or more Serviced Pari Passu Companion Loans. The Gateway Whole Loan is a Serviced A/B Whole Loan prior to the related Servicing Shift Securitization Date.

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“Serviced Companion Loan” means any of the Serviced Pari Passu Companion Loans and the Serviced Subordinate Companion Loans.

“Serviced Pari Passu Companion Loan” means, with respect to each Serviced Whole Loan, anypari passupromissory note other than the Serviced Mortgage Loan.

“Serviced Pari Passu Mortgage Loan” means each of (i) the Airport Business Center Mortgage Loan, (ii) the North Bay Portfolio Mortgage Loan and (iii) each Servicing Shift Mortgage Loan (prior to the related Servicing Shift Securitization Date).

“Serviced Pari Passu Whole Loan” means each of (i)  the Airport Business Center Whole Loan, (ii) the North Bay Portfolio Whole Loan and (iii) each Servicing Shift Whole Loan (prior to the related Servicing Shift Securitization Date) other than The Gateway Whole Loan.

“Serviced Subordinate Companion Loan” means, with respect to any Serviced A/B Whole Loan, any subordinate promissory note that is part of such Whole Loan that is subordinate to the related Serviced Mortgage Loan.

“Serviced Whole Loan” means each Serviced A/B Whole Loan and each Serviced Pari Passu Whole Loan.

“Servicing Shift Mortgage Loan” means, with respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the issuing entity that will be serviced under the PSA as of the Closing Date, but the servicing of which is expected to shift to the Servicing Shift PSA on and after the applicable Servicing Shift Securitization Date. As of the Closing Date, each of the One Dulles Tower Mortgage Loan, the Northwest Hotel Portfolio Mortgage Loan and The Gateway Mortgage Loan will be a Servicing Shift Mortgage Loan.

“Servicing Shift PSA” means, with respect to any Servicing Shift Mortgage Loan or Servicing Shift Whole Loan, the pooling and servicing agreement or trust and servicing agreement entered into in connection with the securitization of the related Control Note (or, with respect to The Gateway Mortgage Loan or The Gateway Whole Loan, the securitization of the related Pari Passu Companion Loan evidenced by the promissory note A-1-A).

“Servicing Shift Securitization Date” means, with respect to each Servicing Shift Whole Loan, the closing date of the securitization of the related Control Note (or, with respect to The Gateway Whole Loan, the securitization of the related Pari Passu Companion Loan evidenced by the promissory note A-1-A).

“Servicing Shift Whole Loan” means any Whole Loan serviced under the PSA as of the Closing Date, which includes a related Servicing Shift Mortgage Loan included in the issuing entity and one or more Pari Passu Companion Loans not included in the issuing entity, but the servicing of which is expected to shift to the related Servicing Shift PSA on and after the applicable Servicing Shift Securitization Date. As of the Closing Date, each of the One Dulles Tower Whole Loan, the Northwest Hotel Portfolio Whole Loan and The Gateway Whole Loan will be a Servicing Shift Whole Loan.

“Subordinate Companion Loan” means, with respect to any Whole Loan, any subordinate promissory note that is part of such Whole Loan that is subordinate to the related Serviced Mortgage Loan.

The table entitled “Whole Loan Summary” under “Summary of Terms—Description of the Mortgage Pool” provides certain information with respect to each Mortgage Loan that has a corresponding Companion Loan. With respect to each Whole Loan, the related Control Note and Non-Control Note(s) and the respective holders thereof as of the date hereof are set

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forth in the table below. In addition, with respect to each Non-Serviced Whole Loan, the lead securitization servicing agreement and master servicer, special servicer and custodian under the related Non-Serviced PSA are set forth in the table titled “Non-Serviced Whole Loans” under “Summary of Terms—Description of the Mortgage Pool”.

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Whole Loan Control Notes and Non-Control Notes

Mortgage Loan	Note Name	Control Note/ Non-Control Note	Note Cut-off Date Balance	Note Holder
Twelve Oaks Mall	Note A-1 Note A-2 Note A-3-1 Note A-3-2 Note B-1(1) Note B-2(1) Note B-3(1)	Non-Control Non-Control Non-Control Non-Control Control(2) Control(2) Control(2)	$66,593,282 $66,593,280 $49,944,961 $16,648,320 $33,296,640 $33,296,641 $33,296,640	GSMS 2018-GS9 BANK 2018-BNK11 JPMorgan Chase Bank, National Association JPMorgan Chase Bank, National Association  Teachers Insurance and Annuity Association of America  Teachers Insurance and Annuity Association of America  Teachers Insurance and Annuity Association of America
Extra Space - TIAA Self Storage Portfolio	Note A-1 Note A-2 Note A-3	Control Non-Control Non-Control	$105,000,000  $66,000,000 $58,000,000	CGCMT 2018-B2 BANK 2018-BNK11 Bank of America, National Association
Apple Campus 3	Note A-1-1 Note A-1-2 Note A-2 Note A-3  Note A-4 Note A-5	Non-Control Non-Control Non-Control Control Non-Control Non-Control	$63,000,000 $17,000,000 $30,000,000 $94,000,000 $68,000,000 $68,000,000	BANK 2018-BNK11  Wells Fargo Bank, National Association WFCM 2018-C43 BANK 2018-BNK10 Benchmark 2018-B2 GSMS 2018-GS9
One Dulles Tower	Note A-1 Note A-2	Non-Control Control	$63,000,000 $89,000,000	BANK 2018-BNK11  Wells Fargo Bank, National Association
Airport Business Center	Note A-1 Note A-2 Note A-3	Control Non-Control Non-Control	$53,000,000 $50,000,000 $47,000,000	BANK 2018-BNK11  WFCM 2018-C43  Wells Fargo Bank, National Association
Northwest Hotel Portfolio	Note A-1 Note A-2 Note A-3	Control  Non-Control  Non-Control��	$39,900,000 $40,326,936 $32,993,322	Wells Fargo Bank, National Association BANK 2018-BNK11 Wells Fargo Bank, National Association
North Bay Portfolio	Note A-1 Note A-2	Control Non-Control	$35,000,000 $19,000,000	BANK 2018-BNK11 Bank of America, National Association
The Gateway	Note A-1-A Note A-1-B Note A-2-A Note A-2-B Note B-1-A(1) Note B-1-B(1) Note B-2-A(1) Note B-2-B(1) Note C-1(1) Note C-2(1)	Non-Control  Non-Control  Non-Control  Non-Control  Non-Control  Non-Control  Non-Control  Non-Control  Control(3)  Control(3)	$197,500,000   $50,000,000  $27,500,000  $55,000,000  $39,375,000  $39,375,000  $13,125,000  $13,125,000  $86,250,000  $28,750,000	Deutsche Bank AG, New York Branch  Deutsche Bank AG, New York Branch BANK 2018-BNK11 Bank of America, National Association Prima Mortgage Investment Trust, LLC New York State Teachers’ Retirement System Prima Mortgage Investment Trust, LLC New York State Teachers’ Retirement System Teachers Insurance and Annuity Association of America Teachers Insurance and Annuity Association of America

(1)	Each note represents a Subordinate Companion Loan.
(2)	With respect to the Twelve Oaks Mall Whole Loan, the initial Control Note is note B-1, note B-2 and note B-3, collectively, so long as no control appraisal period under the related Intercreditor Agreement is in effect.  If a control appraisal period under the related Intercreditor Agreement is in effect, then note A-1 will be the Control Note.  See“Description of the Mortgage Pool—The Whole Loans—The Twelve Oaks Mall Pari Passu-A/B Whole Loan”.
(3)	With respect to The Gateway Whole Loan, the initial Control Note is the majority of The Gateway C Notes (by principal balance), so long as no control appraisal period is in effect with respect to note C-1 and note C-2.  If a control appraisal period under the related Intercreditor Agreement is in effect with respect to note C-1 and note C-2, then the Control Note will be the majority of The Gateway B Notes (by principal balance), so long as no control appraisal period is in effect with respect to note B-1 and note B-2, then the Control Note will be note A-1-A.  See“Description of the Mortgage Pool—The Whole Loans—The Gateway Pari Passu-A/B Whole Loan”.

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The Serviced Pari Passu Whole Loans

Each Serviced Pari Passu Whole Loan will be serviced pursuant to the PSA in accordance with the terms of the PSA and the related Intercreditor Agreement. None of the master servicers, the special servicers or the trustee will be required to make a monthly payment advance on any Serviced Pari Passu Companion Loan, but the applicable master servicer or the trustee, as applicable, will be required to (and the applicable special servicer, at its option in emergency situations, may) make Servicing Advances on the Serviced Pari Passu Whole Loans unless such advancing party (or, even if it is not the advancing party, the applicable special servicer) determines that such a Servicing Advance would be a Nonrecoverable Advance.

Each Servicing Shift Whole Loan will be serviced pursuant to the PSA (and, accordingly, will be a Serviced Whole Loan) prior to the related Servicing Shift Securitization Date, after which such Whole Loan will be serviced pursuant to the related Non-Serviced PSA (and, accordingly, will be a Non-Serviced Whole Loan). With respect to each Servicing Shift Whole Loan (other than The Gateway Whole Loan), the discussion under this section only applies to the period prior to the related Servicing Shift Securitization Date. The Gateway Whole Loan is discussed below under“—The Gateway Pari Passu-A/B Whole Loan.”

Intercreditor Agreement

The Intercreditor Agreement related to each Serviced Pari Passu Whole Loan provides that:

● The promissory notes comprising such Serviced Pari Passu Whole Loan (and consequently, the related Serviced Mortgage Loan and each Serviced Pari Passu Companion Loan) are of equal priority with each other and none of such promissory notes (or mortgage loans) will have priority or preference over any other such promissory note (or mortgage loan).

● All payments, proceeds and other recoveries on the Serviced Pari Passu Whole Loan will be applied to the promissory notes comprising such Serviced Pari Passu Whole Loan on apro rataandpari passu basis (subject, in each case, to (a) the allocation of certain amounts to escrows and reserves, certain repairs or restorations or payments to the applicable borrower required by the Mortgage Loan documents and (b) certain payment and reimbursement rights of the parties to the PSA, in accordance with the terms of the PSA).

● The transfer of up to 49% of the beneficial interest of a promissory note comprising the Serviced Pari Passu Whole Loan is generally permitted. The transfer of more than 49% of the beneficial interest of any such promissory note is generally prohibited unless (i) the transferee is a large institutional lender or investment fund (other than a related borrower or an affiliate thereof) that satisfies minimum net worth and/or experience requirements or certain securitization vehicles that satisfy certain ratings and other requirements or (ii)(a) each non-transferring holder has consented to such transfer (which consent may not be unreasonably withheld), and (b) if any such non-transferring holder’s interest in the related Serviced Pari Passu Whole Loan is held in a securitization, a rating agency communication is provided to each applicable rating agency (or, in certain cases, a rating agency confirmation is obtained from each applicable rating agency). The foregoing restrictions do not apply to a sale of the related Serviced Mortgage Loan together with the related Serviced Pari Passu Companion Loans in accordance with the terms of the PSA.

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With respect to each Serviced Pari Passu Whole Loan, certain costs and expenses (such as apro rata share of a Servicing Advance) allocable to a related Serviced Pari Passu Companion Loan may be paid or reimbursed out of payments and other collections on the Mortgage Pool, subject to the Trust’s right to reimbursement from future payments and other collections on such Serviced Pari Passu Companion Loan or from general collections with respect to any securitization of such Serviced Pari Passu Companion Loan.

Control Rights with respect to Serviced Pari Passu Whole Loans Other Than Servicing Shift Whole Loans. With respect to any Serviced Pari Passu Whole Loan (other than a Servicing Shift Whole Loan), the related Control Note will be included in the Trust, and the Directing Certificateholder will have certain consent rights (prior to the occurrence and continuance of a Control Termination Event) and consultation rights (after the occurrence of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event) with respect to such Mortgage Loan as described under “Pooling and Servicing Agreement—The Directing Certificateholder”.

Control Rights with respect to Servicing Shift Whole Loans. With respect to each Servicing Shift Whole Loan (other than The Gateway Whole Loan) prior to the related Servicing Shift Securitization Date, the related Control Note will be held as of the Closing Date by the Controlling Holder listed in the table entitled “Whole Loan Control Notes and Non-Control Notes” above under “—General”. The related Controlling Holder will be entitled (i) to direct the servicing of such Whole Loan in a manner that is substantially similar to the rights of the Directing Certificateholder, (ii) to consent to certain servicing decisions in respect of such Whole Loan and actions set forth in a related asset status report and (iii) to replace the special servicer with respect to such Whole Loan with or without cause;provided, that with respect to each Servicing Shift Whole Loan (other than The Gateway Whole Loan), if such holder or its representative is (or is an affiliate of) the related borrower or if all or a specified portion of the related Control Note is held by the borrower or an affiliate thereof, no party will be entitled to exercise the rights of such “Controlling Holder”, and there will be deemed to be no such “Controlling Holder” under the related Intercreditor Agreement.

Certain Rights of each Non-Controlling Holder. With respect to each Serviced Pari Passu Whole Loan, the holder of any related Non-Control Note (or if such Non-Control Note has been securitized, the directing certificateholder with respect to such securitization or other designated party under the related pooling and servicing agreement) will be entitled to certain consent and consultation rights described below;provided, that if such party or its representative is (or is an affiliate of) the related borrower or if all or a specified portion of the subject Non-Control Note is held by the borrower or an affiliate thereof, such party will not be entitled to exercise the right of a Non-Controlling Holder and/or there will be deemed to be no such Non-Controlling Holder under the related Intercreditor Agreement with respect to such Non-Control Note. With respect to any Servicing Shift Whole Loan (other than The Gateway Whole Loan), one or more related Non-Control Notes will be included in the Trust, and the Directing Certificateholder, prior to the occurrence and continuance of a Control Termination Event, or the operating advisor, following the occurrence and during the continuance of a Control Termination Event, will be entitled to exercise the consent or consultation rights described below.

The applicable special servicer will be required (i) to provide to each Non-Controlling Holder copies of any notice, information and report that it is required to provide to the Directing Certificateholder with respect to the implementation of any recommended actions outlined in an Asset Status Report relating to such Serviced Pari Passu Whole Loan or any proposed action to be taken in respect of a Major Decision with respect to such Serviced Pari Passu Whole Loan (for this purpose, without regard to whether such items are actually

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required to be provided to the Directing Certificateholder due to the occurrence of a Control Termination Event or Consultation Termination Event) and (ii) to use reasonable efforts to consult each Non-Controlling Holder on a strictly non-binding basis (to the extent such party requests consultation after having received the aforementioned notices, information and reports) with respect to any such recommended actions by the applicable special servicer or any proposed action to be taken by such special servicer in respect of such Serviced Pari Passu Whole Loan that constitutes a Major Decision.

Such consultation right will generally expire ten (10) business days after the delivery to such Non-Controlling Holder of written notice of a proposed action (together with copies of the notices, information and reports required to be delivered thereto), whether or not such Non-Controlling Holder has responded within such period (unless the applicable special servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) business day period will be deemed to begin anew). In no event will the applicable special servicer be obligated to follow or take any alternative actions recommended by any Non-Controlling Holder (or its representative). In addition, if the applicable special servicer determines that immediate action is necessary to protect the interests of the holders of the promissory notes comprising a Serviced Pari Passu Whole Loan, it may take, in accordance with the Servicing Standard, any action constituting a Major Decision with respect to such Serviced Pari Passu Whole Loan or any action set forth in any applicable Asset Status Report before the expiration of the aforementioned ten (10) business day period.

In addition to the aforementioned consultation right, each Non-Controlling Holder will have the right to annual meetings (which may be held telephonically) with the applicable master servicer or special servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the applicable master servicer or special servicer, as applicable, in which servicing issues related to the related Serviced Pari Passu Whole Loan are discussed.

If a Servicer Termination Event has occurred with respect to the applicable special servicer that affects a Non-Controlling Holder, such holder will have the right to direct the trustee to terminate the applicable special servicer under the PSA solely with respect to the related Serviced Pari Passu Whole Loan, other than with respect to any rights such special servicer may have as a Certificateholder, entitlements to amounts payable to such special servicer at the time of termination, entitlements to indemnification amounts and any other entitlements of the terminated party that survive the termination.

Sale of Defaulted Mortgage Loan. If any Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the applicable special servicer decides to sell the related Serviced Pari Passu Mortgage Loan, such special servicer will be required to sell such Serviced Pari Passu Mortgage Loan and each related Serviced Pari Passu Companion Loan together as interests evidencing one whole loan. Notwithstanding the foregoing, such special servicer will not be permitted to sell a Serviced Pari Passu Whole Loan without the consent of each Non-Controlling Holder unless it has delivered to such holder (a) at least fifteen (15) business days prior written notice of any decision to attempt to sell the related Serviced Pari Passu Whole Loan, (b) at least ten (10) days prior to the proposed sale date, a copy of each bid package (together with any amendments to such bid packages) received by such special servicer, a copy of the most recent appraisal and certain other supplementary documents (if requested by such holder), and (c) until the sale is completed, and a reasonable period (but no less time than is afforded to other offerors and the Directing Certificateholder) prior to the proposed sale date, all information and documents being provided to offerors or otherwise approved by the applicable master servicer or special servicer in connection with the proposed sale.

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The Non-Serviced Pari Passu Whole Loans

Each Non-Serviced Pari Passu Whole Loan will be serviced pursuant to the related Non-Serviced PSA in accordance with the terms of such Non-Serviced PSA and the related Intercreditor Agreement. No Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced Trustee will be required to make monthly payment advances on a Non-Serviced Mortgage Loan, but the related Non-Serviced Master Servicer or Non-Serviced Trustee, as applicable, will be required to (and the Non-Serviced Special Servicer, at its option in certain cases, may) make servicing advances on the related Non-Serviced Pari Passu Whole Loan in accordance with the terms of the related Non-Serviced PSA unless such advancing party (or, in certain cases, the related Non-Serviced Special Servicer, even if it is not the advancing party) determines that such a servicing advance would be a nonrecoverable advance. Monthly payment advances on each Non-Serviced Mortgage Loan will be made by the applicable master servicer or the trustee, as applicable, to the extent provided under the PSA. None of the master servicers, the special servicers or the trustee will be obligated to make servicing advances with respect to a Non-Serviced Pari Passu Whole Loan. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” for a description of the servicing terms of the Non-Serviced PSAs.

With respect to any Servicing Shift Whole Loan (other than The Gateway Whole Loan), the discussion under this “—The Non-Serviced Pari Passu Whole Loans” section only applies to the period on or after the related Servicing Shift Securitization Date. The Gateway Whole Loan is discussed below under“—The Gateway Pari Passu-A/B Whole Loan.”

Intercreditor Agreement

The Intercreditor Agreement related to each Non-Serviced Pari Passu Whole Loan provides that:

● The promissory notes comprising such Non-Serviced Pari Passu Whole Loan (and consequently, the related Non-Serviced Mortgage Loan and each Non-Serviced Pari Passu Companion Loan) are of equal priority with each other and none of such promissory notes (or mortgage loans) will have priority or preference over any other such promissory note (or mortgage loan).

● All payments, proceeds and other recoveries on the Non-Serviced Pari Passu Whole Loan will be applied to the promissory notes comprising such Non-Serviced Pari Passu Whole Loan on apro rataandpari passu basis (subject, in each case, to (a) the allocation of certain amounts to escrows and reserves required by the Mortgage Loan documents and (b) certain payment and reimbursement rights of the parties to the related Non-Serviced PSA, in accordance with the terms of the related Non-Serviced PSA).

● The transfer of up to 49% of the beneficial interest of a promissory note comprising the Non-Serviced Pari Passu Whole Loan is generally permitted. The transfer of more than 49% of the beneficial interest of any such promissory note is generally prohibited unless (i) the transferee is a large institutional lender or investment fund (other than a related borrower or an affiliate thereof) that satisfies minimum net worth and/or experience requirements or certain securitization vehicles that satisfy certain ratings and other requirements or (ii)(a) each non-transferring holder has consented to such transfer (which consent may not be unreasonably withheld), and (b) if any such non-transferring holder’s interest in the related Non-Serviced Pari Passu Whole Loan is held in a securitization, a rating agency communication is provided to each applicable rating agency (or, in certain cases, a rating agency confirmation is obtained from

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each applicable rating agency). The foregoing restrictions do not apply to a sale of the related Non-Serviced Mortgage Loan together with the related Non-Serviced Pari Passu Companion Loans in accordance with the terms of the related Non-Serviced PSA.

Any losses, liabilities, claims, costs and expenses incurred in connection with a Non-Serviced Pari Passu Whole Loan that are not otherwise paid out of collections on such Whole Loan may, to the extent allocable to the related Non-Serviced Mortgage Loan, be payable or reimbursable out of general collections on the mortgage pool for this securitization.

Control Rights. With respect to each Non-Serviced Pari Passu Whole Loan (including any Servicing Shift Whole Loan (other than The Gateway Whole Loan) on or after the related Servicing Shift Securitization Date), the related Control Note will be held as of the Closing Date by the Controlling Holder listed in the table entitled “Whole Loan Control Notes and Non-Control Notes” above under “—General”. The related Controlling Holder (or a designated representative) will be entitled (i) to direct the servicing of such Whole Loan in a manner that is substantially similar to the rights of the Directing Certificateholder, (ii) to consent to certain servicing decisions in respect of such Whole Loan and actions set forth in a related asset status report and (iii) to replace the special servicer with respect to such Whole Loan with or without cause;provided, that with respect to each Non-Serviced Pari Passu Whole Loan, if such holder (or its designated representative) is (or is an affiliate of) the related borrower or if all or a specified portion of the subject Control Note is held by the borrower or an affiliate thereof, such party will not be entitled to exercise the rights of the “Controlling Holder” and/or there will be deemed to be no such “Controlling Holder” under the related Intercreditor Agreement.

Certain Rights of each Non-Controlling Holder. With respect to any Non-Serviced Pari Passu Whole Loan, the holder of any related Non-Control Note (or if such Non-Control Note has been securitized, the directing certificateholder with respect to such securitization (or other designated party under the related pooling and servicing agreement) will be entitled to certain consent and consultation rights described below;provided, that if such party or its representative is (or is an affiliate of) the related borrower or if all or a specified portion of the subject Non-Control Note is held by the borrower or an affiliate thereof, such party will not be entitled to exercise the rights of a Non-Controlling Holder, and/or there will be deemed to be no “Non-Controlling Holder” with respect to such Non-Control Note under the related Intercreditor Agreement. With respect to each Non-Serviced Pari Passu Whole Loan (including each Servicing Shift Whole Loan (other than The Gateway Whole Loan) after the related Servicing Shift Securitization Date), one or more related Non-Control Notes will be included in the Trust, and the Directing Certificateholder, prior to the occurrence and continuance of a Control Termination Event, or the operating advisor, following the occurrence and during the continuance of a Control Termination Event, will be entitled to exercise the consent or consultation rights described below.

With respect to any Non-Serviced Pari Passu Whole Loan, the related Non-Serviced Special Servicer or Non-Serviced Master Servicer, as applicable pursuant to the related Intercreditor Agreement, will be required (i) to provide to each Non-Controlling Holder copies of any notice, information and report that it is required to provide to the related Non-Serviced Directing Certificateholder under the related Non-Serviced PSA with respect to the implementation of any recommended actions outlined in an asset status report relating to the related Non-Serviced Pari Passu Whole Loan or any proposed action to be taken in respect of a major decision under the related Non-Serviced PSA with respect to such Non-Serviced Pari Passu Whole Loan (for this purpose, without regard to whether such items are actually required to be provided to the related Non-Serviced Directing Certificateholder due to the occurrence and continuance of a “control termination event” or a “consultation

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termination event” (or analogous concepts) under such Non-Serviced PSA) and (ii) to consult (or to use reasonable efforts to consult) each Non-Controlling Holder on a strictly non-binding basis (to the extent such party requests consultation after having received the aforementioned notices, information and reports) with respect to any such recommended actions by such Non-Serviced Special Servicer or any proposed action to be taken by such Non-Serviced Special Servicer in respect of the applicable major decision.

Such consultation right will generally expire ten (10) business days after the delivery to such Non-Controlling Holder of written notice of a proposed action (together with copies of the notices, information and reports required to be delivered thereto), whether or not such Non-Controlling Holder has responded within such period (unless the related Non-Serviced Special Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) business day period will be deemed to begin anew). In no event will the related Non-Serviced Special Servicer be obligated to follow or take any alternative actions recommended by any Non-Controlling Holder (or its representative).

If the related Non-Serviced Special Servicer determines that immediate action is necessary to protect the interests of the holders of the promissory notes comprising a Non-Serviced Pari Passu Whole Loan, it may take, in accordance with the servicing standard under the Non-Serviced PSA, any action constituting a major decision with respect to such Non-Serviced Pari Passu Whole Loan or any action set forth in any applicable asset status report before the expiration of the aforementioned ten (10) business day period.

In addition to the aforementioned consultation right, each Non-Controlling Holder will have the right to annual meetings (which may be held telephonically) with the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to such Non-Serviced Master Servicer or Non-Serviced Special Servicer, as applicable, in which servicing issues related to the related Non-Serviced Pari Passu Whole Loan are discussed.

If a special servicer termination event under the related Non-Serviced PSA has occurred that affects a Non-Controlling Holder, such holder will have the right to direct the related Non-Serviced Trustee to terminate the related Non-Serviced Special Servicer under such Non-Serviced PSA solely with respect to the related Non-Serviced Pari Passu Whole Loan, other than with respect to any rights such Non-Serviced Special Servicer may have as a certificateholder under such Non-Serviced PSA, entitlements to amounts payable to such Non-Serviced Special Servicer at the time of termination, entitlements to indemnification amounts and any other entitlements of the terminated party that survive the termination.

Custody of the Mortgage File. The Non-Serviced Custodian is the custodian of the mortgage file related to the related Non-Serviced Pari Passu Whole Loan (other than any promissory notes not contributed to the related Non-Serviced Securitization Trust).

Sale of Defaulted Mortgage Loan. If any Non-Serviced Pari Passu Whole Loan becomes a defaulted mortgage loan, and if the related Non-Serviced Special Servicer decides to sell the related Control Note contributed to the Non-Serviced Securitization Trust, such Non-Serviced Special Servicer will be required to sell the related Non-Serviced Mortgage Loan and each Non-Serviced Pari Passu Companion Loan together as interests evidencing one whole loan. Notwithstanding the foregoing, the related Non-Serviced Special Servicer will not be permitted to sell a Non-Serviced Pari Passu Whole Loan without the consent of each Non-Controlling Holder unless it has delivered to such holder (a) at least fifteen (15) business days prior written notice of any decision to attempt to sell the related Non-Serviced Pari Passu Whole Loan, (b) at least ten (10) days prior to the proposed sale date, a

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copy of each bid package (together with any amendments to such bid packages) received by the related Non-Serviced Special Servicer, a copy of the most recent appraisal and certain other supplementary documents (if requested by such holder), and (c) until the sale is completed, and a reasonable period (but no less time than is afforded to other offerors and the applicable Non-Serviced Directing Certificateholder under the related Non-Serviced PSA) prior to the proposed sale date, all information and documents being provided to offerors or otherwise approved by the related Non-Serviced Master Servicer or Non-Serviced Special Servicer in connection with the proposed sale.

The Twelve Oaks Mall Pari Passu-A/B Whole Loan

General

The Twelve Oaks Mall Mortgage Loan, representing approximately 9.7% of the Initial Pool Balance, is part of a Whole Loan that is part of a split loan structure comprised of 4 senior promissory notes and 3 subordinate promissory notes, each of which is secured by the same mortgage instrument on the same underlying Mortgaged Property, with an aggregate initial principal balance of $300,000,000. Note A-2, with an initial principal balance of $66,666,666 (the “Twelve Oaks Mall Mortgage Loan”), will be deposited into this securitization.

The Twelve Oaks Mall Whole Loan (as defined below), is evidenced by (i) the Twelve Oaks Mall Mortgage Loan, (ii) 3 senior promissory notes designated as Note A-1, Note A-3-1 and Note A-3-2 (the “Twelve Oaks Mall Pari Passu Companion Loans”), which have an aggregate initial principal balance of $133,333,334 and (iii) 3 subordinate promissory notes designated as Note B-1, Note B-2 and Note B-3 (the “Twelve Oaks Mall Subordinate Companion Loans” and, together with the Twelve Oaks Mall Pari Passu Companion Loans, the “Twelve Oaks Mall Companion Loans”), which have an aggregate initial principal balance of $100,000,000.

The Twelve Oaks Mall Mortgage Loan, the Twelve Oaks Mall Pari Passu Companion Loans and the Twelve Oaks Mall Subordinate Companion Loans are referred to herein, collectively, as the “Twelve Oaks Mall Whole Loan”. The Twelve Oaks Mall Mortgage Loan and the Twelve Oaks Mall Pari Passu Companion Loans are referred to herein, collectively, as the “Twelve Oaks Mall Senior Loans”. The Twelve Oaks Mall Pari Passu Companion Loans are generallypari passu in right of payment with each other and with the Twelve Oaks Mall Mortgage Loan. The Twelve Oaks Mall Subordinate Companion Loans are generallypari passu in right of payment with each other, but subordinate in right of payment with respect to the Twelve Oaks Mall Senior Loans.

Only the Twelve Oaks Mall Mortgage Loan is included in the issuing entity. The Twelve Oaks Mall Companion Loan represented by Note A-1 has been contributed to a securitization trust governed by the GSMS 2018-GS9 PSA (the “GSMS 2018-GS9 Securitization”). The Twelve Oaks Mall Pari Passu Companion Loan represented by Note A-3-1 is expected to be contributed to the Benchmark 2018-B3 securitization. The Twelve Oaks Mall Pari Passu Companion Loan represented by Note A-3-2 is currently held by JPMorgan Chase Bank, National Association, but is expected to be contributed to another securitization in the future. The Twelve Oaks Mall Subordinate Companion Loans are currently held by Teachers Insurance and Annuity Association of America (the “Twelve Oaks Mall Subordinate Companion Loan Holders”).

The rights of the holders of the promissory notes evidencing the Twelve Oaks Mall Whole Loan (the “Twelve Oaks Mall Noteholders”) are subject to an Intercreditor Agreement (the

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“Twelve Oaks Mall Intercreditor Agreement”). The following summaries describe certain provisions of the Twelve Oaks Mall Intercreditor Agreement.

Servicing

The Twelve Oaks Mall Whole Loan (including the Twelve Oaks Mall Mortgage Loan) and any related REO Property will be serviced and administered pursuant to the terms of the GSMS 2018-GS9 PSA by Wells Fargo Bank, National Association as servicer (the “Twelve Oaks Mall Master Servicer”), and, if necessary, Rialto Capital Advisors, LLC, as special servicer (the “Twelve Oaks Mall Special Servicer”), in the manner described under“Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans—Servicing of the Twelve Oaks Mall Mortgage Loan”, but subject to the terms of the Twelve Oaks Mall Intercreditor Agreement. See“Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans—Servicing of the Twelve Oaks Mall Mortgage Loan”.

Advances

The master servicer or the trustee, as applicable, will be responsible for making any required principal and interest advances on the Twelve Oaks Mall Mortgage Loan (but not on any of the Twelve Oaks Mall Companion Loans) pursuant to the terms of the PSA unless the master servicer, the special servicer or the trustee, as applicable, determines that such an advance would not be recoverable from collections on the Twelve Oaks Mall Mortgage Loan.

If a P&I Advance is made with respect to the Twelve Oaks Mall Mortgage Loan, then that P&I Advance may only be reimbursed out of future payments and collections on the Twelve Oaks Mall Subordinate Companion Loans (as and to the extent provided in the GSMS 2018-GS9 PSA and the Twelve Oak Mall Intercreditor Agreement) and the Twelve Oaks Mall Mortgage Loan or, as and to the extent described under“Pooling and Servicing Agreement—Advances” in this prospectus, on other Mortgage Loans, but not out of payments or other collections on any Twelve Oaks Mall Pari Passu Companion Loans. Similarly, principal and interest advances on the Twelve Oaks Mall Companion Loans are not reimbursable out of payments or other collections on the Twelve Oaks Mall Mortgage Loan. Interest on P&I Advances made with respect to the Twelve Oaks Mall Mortgage Loan may only be reimbursed out of future payments and collections on the Twelve Oaks Mall Subordinate Companion Loans (as and to the extent provided in the GSMS 2018-GS9 PSA and the Twelve Oak Mall Intercreditor Agreement) and the Twelve Oaks Mall Mortgage Loan or, as and to the extent described under“Pooling and Servicing Agreement—Advances” in this prospectus, on other Mortgage Loans, but not out of payments or other collections on the Twelve Oaks Mall Pari Passu Companion Loans.

Application of Payments

The Twelve Oaks Mall Intercreditor Agreement sets forth the respective rights of the Twelve Oaks Mall Noteholders with respect to distributions of funds received in respect of the Twelve Oaks Mall Whole Loan, and provides, in general, that:

● the Twelve Oaks Mall Subordinate Companion Loans are, at all times, junior, subject and subordinate to the Twelve Oaks Mall Senior Loans, and the right of the holders of the Twelve Oaks Mall Subordinate Companion Loans to receive payments with respect to the Twelve Oaks Mall Whole Loan is, at all times, junior, subject and subordinate to the rights of the holders of the Twelve Oaks Mall Senior Loans to receive payments with respect to the Twelve Oaks Mall Whole Loan;

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● the Twelve Oaks Mall Mortgage Loan and the Twelve Oaks Mall Pari Passu Companion Loans are of equal priority with each other and no portion of any of them will have priority or preference over any portion of any other or security therefor;

● all expenses and losses relating to the Twelve Oaks Mall Whole Loan will, to the extent not paid by the related borrower, be allocated first to the Twelve Oaks Mall Subordinate Companion Loans and second, on apro rata andpari passu basis, to the issuing entity, as holder of the Twelve Oaks Mall Mortgage Loan, and the holders of the Twelve Oaks Mall Pari Passu Companion Loans;

● expenses and losses allocated to a particular note will be applied, first, to reduce principal distributions otherwise payable thereon, second, to reduce interest distributions otherwise payable thereon and, third, to reduce any other distributions otherwise payable thereon;

● if no Twelve Oaks Mall Sequential Pay Event (as defined below) has occurred and is continuing with respect to the Twelve Oaks Mall Whole Loan, all amounts tendered by the related borrower or otherwise available for payment on the Twelve Oaks Mall Whole Loan (excluding amounts for required reserves, escrows and certain other fees, costs and expenses) will be applied in the following order of priority on the due date therefor:

(a)First, to the holders of the Twelve Oaks Mall Senior Loans,pro rata andpari passu, in each case in an amount equal to the accrued and unpaid interest on the Twelve Oaks Mall Senior Loans at the Twelve Oaks Mall Senior Loan Interest Rate (net of the primary servicing fee rate);

(b)Second, to the holders of the Twelve Oaks Mall Senior Loans,pro rata andpari passu, in an amount equal to the Twelve Oaks Mall Senior Loans Percentage Interest, of principal payments received, if any, with respect to the related due date with respect to the Twelve Oaks Mall Whole Loan, until the balance of the Twelve Oaks Mall Senior Loans have been reduced to zero;

(c)Third, to the holders of the Twelve Oaks Mall Senior Loans,pro rata andpari passu, up to the amount of any unreimbursed costs and expenses paid by the holders of the Twelve Oaks Mall Senior Loans including any recovered costs not previously reimbursed to such holders (or paid or advanced by the Twelve Oaks Mall Master Servicer or Twelve Oaks Mall Special Servicer on its behalf and not previously paid or reimbursed) with respect to the Twelve Oaks Mall Whole Loan pursuant to the Twelve Oaks Mall Intercreditor Agreement or the GSMS 2018-GS9 PSA;

(d)Fourth, to the holders of the Twelve Oaks Mall Senior Loans,pro rata andpari passu, in an amount equal to the product of (i) the Twelve Oaks Mall Senior Loans Percentage Interest, multiplied by (ii) the ratio of the Twelve Oaks Mall Senior Loan Interest Rate to the interest rate of the Twelve Oaks Mall Whole Loan, and (iii) any prepayment premium to the extent paid by the related borrower;

(e)Fifth, if the proceeds of any foreclosure sale or any liquidation of the Twelve Oaks Mall Whole Loan or the related Mortgaged Property exceed the amounts required to be applied in accordance with clauses (a) – (d) above, and as a result of a workout, the principal balance of the Twelve Oaks Mall Senior Loans has been reduced, such excess amount shall be paid to the holders of the Twelve Oaks Mall Senior Loans, pro rata, in an amount up to the reduction, if any, of the principal balance of the Twelve Oaks Mall

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Senior Loans as a result of such workout, plus interest on such amount at the related Twelve Oaks Mall Senior Loan Interest Rate;

(f)Sixth, to the holders of the Twelve Oaks Mall Subordinate Companion Loans, pro rata, in an amount equal to the accrued and unpaid interest on the principal balance of the Twelve Oaks Mall Subordinate Companion Loans at the Twelve Oaks Mall Subordinate Companion Loan Interest Rate (net of the primary servicing fee rate);

(g)Seventh, to the holders of the Twelve Oaks Mall Subordinate Companion Loans, on apro rata andpari passu basis, in an amount equal to the Twelve Oaks Mall Subordinate Companion Loans Percentage Interest of principal payments received, if any, until the principal balance of the Twelve Oaks Mall Subordinate Companion Loans have been reduced to zero; provided, that with respect to any insurance proceeds or condemnation proceeds allocated as principal on the Twelve Oaks Mall Mortgage Loan and payable to the Twelve Oaks Mall Noteholders pursuant to the Twelve Oaks Mall Intercreditor Agreement, the portion of such insurance and condemnation proceeds remaining after distribution to the holders of the Twelve Oaks Mall Senior Loans pursuant to the Twelve Oaks Mall Intercreditor Agreement will be distributed to the holders of the Twelve Oaks Mall Subordinate Companion Loan until the principal balance of the Twelve Oaks Mall Subordinate Companion Loans have been reduced to zero;

(h)Eighth, to the holders of the Twelve Oaks Mall Subordinate Companion Loan, in an amount equal to the product of (i) the Twelve Oaks Mall Subordinate Companion Loans Percentage Interest, multiplied by (ii) the ratio of the Twelve Oaks Mall Subordinate Companion Loans Interest Rate to the interest rate of the Twelve Oaks Mall Whole Loan, and (iii) any prepayment premium to the extent paid by the related borrower;

(i)Ninth, to the extent the holders of the Twelve Oaks Mall Subordinate Companion Loans have made any payments or advances to cure defaults pursuant to the Twelve Oaks Mall Intercreditor Agreement, to reimburse the holders of the Twelve Oaks Mall Subordinate Companion Loans for all such cure payments;

(j)Tenth, if the proceeds of any foreclosure sale or any liquidation of the Twelve Oaks Mall Whole Loan or related Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a workout the principal balance of the Twelve Oaks Mall Subordinate Companion Loans has been reduced, such excess amount is required to be paid to the holders of the Twelve Oaks Mall Subordinate Companion Loans in an amount up to the reduction, if any, of the principal balance of the Twelve Oaks Mall Subordinate Companion Loans as a result of such workout, plus interest on such amount at the related interest rate;

(k)Eleventh, to the extent assumption or transfer fees actually paid by the related borrower are not required to be otherwise applied under the GSMS 2018-GS9 PSA, including, without limitation, to provide reimbursement for interest on any advances, to pay any additional servicing expenses or to compensate the Twelve Oaks Mall Master Servicer or Twelve Oaks Mall Special Servicer, as applicable (in each case provided that such reimbursements or payments relate to the Twelve Oaks Mall Whole Loan), any such assumption or transfer fees, to the extent actually paid by the related borrower, are required to be paid to the holders of the Twelve Oaks Mall Senior Loans, pro rata, and the holders of the Twelve Oaks Mall Subordinate Companion Loans, pro rata, based on their respective percentage interests; and

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(l)Twelfth, if any excess amount is available to be distributed in respect of the Twelve Oaks Mall Whole Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount is required to be paid pro rata to the holders of the Twelve Oaks Mall Senior Loans, and the holders of the Twelve Oaks Mall Subordinate Companion Loans, in accordance with their respective initial percentage interests.

“Twelve Oaks Mall Subordinate Companion Loans Percentage Interest” means 33.33%.

“Twelve Oaks Mall Senior Loan Percentage Interest” means 66.67%.

“Twelve Oaks Mall Senior Loan Interest Rate” means 4.3985%.

“Twelve Oaks Mall Subordinate Companion Loan Interest Rate” means 5.7500%.

Upon the occurrence and continuance of (i) a monetary event of default with respect to the Twelve Oaks Mall Whole Loan or (ii) a non-monetary event of default as to which the Twelve Oaks Mall Whole Loan becomes a specially serviced loan under the GSMS 2018-GS9 PSA, in each case provided the holders of the Twelve Oaks Mall Subordinate Companion Loans (or the Twelve Oaks Mall Whole Loan Directing Holder acting on their behalf) has not exercised its cure rights (a “Twelve Oaks Mall Sequential Pay Event”), amounts tendered by the related borrower or otherwise available for payment on the Twelve Oaks Mall Whole Loan (excluding amounts for required reserves, escrows and certain other fees, costs and expenses) will be applied in the following order of priority:

(a)First, to the holders of the Twelve Oaks Mall Senior Loans,pro rata andpari passu, in an amount equal to the accrued and unpaid interest on the balance of the Twelve Oaks Mall Senior Loans at the Twelve Oaks Mall Senior Loan Interest Rate (net of the primary servicing fee rate);

(b)Second, to the holders of the Twelve Oaks Mall Senior Loans,pro rata andpari passu, in an amount equal to the balance of the Twelve Oaks Mall Senior Loans, until the principal balance of the Twelve Oaks Mall Senior Loans has been reduced to zero; provided, that with respect to any insurance proceeds or condemnation proceeds allocated as principal on the Twelve Oaks Mall Mortgage Loan and payable to the Twelve Oaks Mall Noteholders pursuant to the Twelve Oaks Mall Intercreditor Agreement, 100% of such insurance and condemnation proceeds are required to be distributed to the holders of the Twelve Oaks Mall Senior Loans on apro rata andpari passu basis until the principal balance of the Twelve Oaks Mall Senior Loans has been reduced to zero;

(c)Third, to the holders of the Twelve Oaks Mall Senior Loans,pro rata andpari passu, up to the amount of any unreimbursed costs and expenses paid by the holders of the Twelve Oaks Mall Senior Loans, including any recovered costs not previously reimbursed to the holders of the Twelve Oaks Mall Senior Loans,pro rata andpari passu (or paid or advanced by the Twelve Oaks Mall Master Servicer or Twelve Oaks Mall Special Servicer, as applicable, on their behalf and not previously paid or reimbursed) with respect to the Twelve Oaks Mall Whole Loan pursuant to the Twelve Oaks Mall Intercreditor Agreement or the GSMS 2018-GS9 PSA;

(d)Fourth, to the holders of the Twelve Oaks Mall Senior Loans,pro rata andpari passu, in an amount equal to the product of (i) the Twelve Oaks Mall Senior Loans Percentage Interest, multiplied by (ii) the ratio of the Twelve Oaks Mall Senior Loan Interest Rate to the interest rate of the Twelve Oaks Mall Whole Loan, and (iii) any prepayment premium to the extent paid by the related borrower;

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(e)Fifth, if the proceeds of any foreclosure sale or any liquidation of the Twelve Oaks Mall Whole Loan or the related Mortgaged Property exceed the amounts required to be applied in accordance with clauses (a) – (d) above, and as a result of a workout, the principal balance of the Twelve Oaks Mall Senior Loans has been reduced, such excess amount shall be paid to the holders of the Twelve Oaks Mall Senior Loans,pro rata, in an amount up to the reduction, if any, of the principal balance of the Twelve Oaks Mall Senior Loans as a result of such workout, plus interest on such amount at the Twelve Oaks Mall Senior Loan Interest Rate;

(f)Sixth, to the holders of Twelve Oaks Mall Subordinate Companion Loans,pro rata, in an amount equal to the accrued and unpaid interest on the principal balance of the Twelve Oaks Mall Subordinate Companion Loans at the Twelve Oaks Mall Subordinate Companion Loan Interest Rate (net of the primary servicing fee rate);

(g)Seventh, to the holders of Twelve Oaks Mall Subordinate Companion Loans in an amount equal to all amounts allocated as principal on the Twelve Oaks Mall Whole Loan,pro rata, with respect to such Due Date, until the principal balance of the Twelve Oaks Mall Subordinate Companion Loans has been reduced to zero; provided, that with respect to any insurance proceeds or condemnation proceeds allocated as principal on the Twelve Oaks Mall Mortgage Loan and payable to the holders of the Twelve Oaks Mall Senior Loans and the holders of the Twelve Oaks Mall Subordinate Companion Loans pursuant to the Twelve Oaks Mall Intercreditor Agreement, the portion of such insurance and condemnation proceeds remaining after distribution to the holders of the Twelve Oaks Mall Senior Loans pursuant to the Twelve Oaks Mall Intercreditor Agreement will be distributed to the holders of the Twelve Oaks Mall Subordinate Companion Loans until the principal balance of the Twelve Oaks Mall Subordinate Companion Loans has been reduced to zero;

(h)Eighth, to the holders of the Twelve Oaks Mall Subordinate Companion Loans on apro rata andpari passu basis, in an amount equal to the product of (i) the Twelve Oaks Mall Subordinate Companion Loans Percentage Interest, multiplied by (ii) the ratio of the Twelve Oaks Mall Subordinate Companion Loan Interest Rate to the interest rate of the Twelve Oaks Mall Whole Loan, and (iii) any prepayment premium to the extent paid by the related borrower;

(i)Ninth, to the extent the holders of the Twelve Oaks Mall Subordinate Companion Loans have made any payments or advances to cure defaults pursuant to the Twelve Oaks Mall Intercreditor Agreement, to reimburse the holders of the Twelve Oaks Mall Subordinate Companion Loan for all such cure payments;

(j)Tenth, if the proceeds of any foreclosure sale or any liquidation of the Twelve Oaks Mall Whole Loan or related Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a workout the principal balance of the Twelve Oaks Mall Subordinate Companion Loans has been reduced, such excess amount is required to be paid to the holders of the Twelve Oaks Mall Subordinate Companion Loans in an amount up to the reduction, if any, of the principal balance of the Twelve Oaks Mall Subordinate Companion Loans as a result of such workout, plus interest on such amount at the related interest rate;

(k)Eleventh, to the extent assumption or transfer fees actually paid by the related borrower are not required to be otherwise applied under the GSMS 2018-GS9 PSA, including, without limitation, to provide reimbursement for interest on any advances, to pay any additional servicing expenses or to compensate the Twelve Oaks Mall Master Servicer or Twelve Oaks Mall Special Servicer, as applicable (in each case provided that

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such reimbursements or payments relate to the Twelve Oaks Mall Whole Loan), any such assumption or transfer fees, to the extent actually paid by the related borrower, are required to be paid to the holders of the Twelve Oaks Mall Senior Loans,pro rata, and the holders of the Twelve Oaks Mall Subordinate Companion Loans,pro rata andpari passu, based on their respective percentage interests; and

(l)Twelfth, if any excess amount is available to be distributed in respect of the Twelve Oaks Mall Whole Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount is required to be paidpro rata to the holders of the Twelve Oaks Mall Pari Passu Companion Loans,pro rata, and the holders of the Twelve Oaks Mall Subordinate Companion Loans,pro rata, in accordance with their respective initial percentage interests.

However,to the extent required under the REMIC provisions of the Code, payments or proceeds received with respect to any partial release of any portion of the related Mortgaged Property (including pursuant to a condemnation) at a time when the loan-to-value ratio of the Twelve Oaks Mall Whole Loan (as determined in accordance with applicable REMIC requirements) exceeds 125% (based solely upon the value of the remaining real property and excluding any personal property or going concern value) are required to be allocated to reduce the principal balance of the Twelve Oaks Mall Pari Passu Companion Loans, the Twelve Oaks Mall Subordinate Companion Loans and the Twelve Oaks Mall Mortgage Loan in the manner permitted or required by such REMIC provisions.

Consultation and Control

Pursuant to the Twelve Oaks Mall Intercreditor Agreement, the directing holder with respect to the Twelve Oaks Mall Whole Loan (the “Twelve Oaks Mall Whole Loan Directing Holder”), as of any date of determination, will be (i) the holders of the Twelve Oaks Mall Subordinate Companion Loans, unless a Twelve Oaks Mall Control Appraisal Period has occurred and is continuing, or (ii) for so long as a Twelve Oaks Mall Control Appraisal Period has occurred and is continuing, the directing certificateholder (or equivalent entity) under the GSMS 2018-GS9 PSA. Neither the Twelve Oaks Mall Subordinate Companion Loan Holders nor the GSMS 2018-9 PSA directing certificateholder (or equivalent entity) is permitted to exercise the rights of the Twelve Oaks Mall Directing Holder if it is the related borrower or an affiliate of the related borrower. The Twelve Oaks Mall Whole Loan Directing Holder will be entitled to exercise consent and/or consultation rights that are similar, but not necessarily identical, to those described under“Pooling and Servicing Agreement—The Directing Certificateholder” in this prospectus with respect to the Twelve Oaks Mall Whole Loan, and the implementation of any recommended actions outlined in an asset status report with respect to the Twelve Oaks Mall Whole Loan will require the approval of the Twelve Oaks Mall Whole Loan Directing Holder in a manner similar, but necessarily identical, to the manner described under“Pooling and Servicing Agreement—The Directing Certificateholder” and “—Asset Status Report”.

A “Twelve Oaks Mall Control Appraisal Period” will exist with respect to the Twelve Oaks Mall Whole Loan, if and for so long as: (a)(1) the initial principal balance of the Twelve Oaks Mall Subordinate Companion Loans minus (2) the sum (without duplication) of (x) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received on, the Twelve Oaks Mall Subordinate Companion Loans after the date of creation of the Twelve Oaks Mall Subordinate Companion Loans, (y) any appraisal reduction amount for the Twelve Oaks Mall Whole Loan that is allocated to the Twelve Oaks Mall Subordinate Companion Loans and (z) any losses realized with respect to the related Mortgaged Property or the Twelve Oaks Mall Whole Loan that are allocated to the Twelve Oaks Mall Subordinate Companion Loans, is less than (b) 25% of the remainder of the (i) initial principal balance of

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the Twelve Oaks Mall Subordinate Companion Loans less (ii) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received by, the holders of the Twelve Oaks Mall Subordinate Companion Loans on the Twelve Oaks Mall Subordinate Companion Loans after the date of creation of the Twelve Oaks Mall Subordinate Companion Loans.

Pursuant to the terms of the Twelve Oaks Mall Intercreditor Agreement, the issuing entity, as a non-controlling noteholder will (i) have a right to receive copies of all notices, information and reports that the Twelve Oaks Mall Master Servicer or the Twelve Oaks Mall Special Servicer, as applicable, is required to provide to the Twelve Oaks Mall Whole Loan Directing Holder pursuant to the GSMS 2018-GS9 PSA (within the same time frame such notices, information and reports are or would have been required to be provided to the Twelve Oaks Mall Whole Loan Directing Holder under the GSMS 2018-GS9 PSA without regard to the occurrence of a control termination event or consultation termination event has occurred thereunder) with respect to any major decisions (as defined in the GSMS 2018-GS9 PSA) to be taken with respect to Twelve Oaks Mall Whole Loan or the implementation of any recommended action outlined in an asset status report relating to the Twelve Oaks Mall Whole Loan and (ii) has the right to be consulted on a strictly non-binding basis to the extent the issuing entity requests consultation with respect to any such major decisions to be taken with respect to the Twelve Oaks Mall Whole Loan or the implementation of any recommended action outlined in an asset status report relating to the Twelve Oaks Mall Whole Loan. The consultation right of the issuing entity will expire 10 business days following the delivery of written notice of a proposed action, together with copies of the notices, information and reports required to be provided as described above; provided that if the Twelve Oaks Mall Master Servicer (or the Twelve Oaks Mall Special Servicer, as applicable) proposes a new course of action that is materially different from the actions previously proposed, then such consultation period will be deemed to begin anew. Notwithstanding the rights described above, the Twelve Oaks Mall Master Servicer or the Twelve Oaks Mall Special Servicer, as applicable, is permitted to take any material action or any action set forth in the asset status report before the expiration of the aforementioned consultation period if it determines that immediate action with respect to such decision is necessary to protect the interests of the holders of the Twelve Oaks Mall Whole Loan (as a collective whole). Neither the Twelve Oaks Mall Master Servicer nor the Twelve Oaks Mall Special Servicer will be obligated at any time to follow or take any alternative actions recommended by the issuing entity (or its representative) or any holder of a Twelve Oaks Mall Companion Loan.

In addition to the control and consultation rights of the holders of the Twelve Oaks Mall Companion Loans described above, pursuant to the terms of the Twelve Oaks Mall Intercreditor Agreement, the issuing entity, as a holder of the Twelve Oaks Mall Mortgage Loan will have the right to annual meetings (which may be held telephonically) with the Twelve Oaks Mall Master Servicer or the Twelve Oaks Mall Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Twelve Oaks Mall Master Servicer or the Twelve Oaks Mall Special Servicer, as applicable, in which servicing issues related to the Twelve Oaks Mall Whole Loan are discussed.

The Directing Certificateholder, prior to the occurrence and continuance of a Control Termination Event, or the operating advisor, following the occurrence and during the continuance of a Control Termination Event, will be entitled to exercise the consent or consultation rights described above.

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Sale of Defaulted Twelve Oaks Mall Whole Loan

Upon the Twelve Oaks Mall Whole Loan becoming a defaulted loan under the GSMS 2018-GS9 PSA and after the expiration of any cure options (as described in“—Cure Rights” below), if the Twelve Oaks Mall Special Servicer decides to sell the related Twelve Oaks Mall Pari Passu Companion Loan, the Twelve Oaks Mall Special Servicer will be required to sell the Twelve Oaks Mall Mortgage Loan together with the Twelve Oaks Mall Pari Passu Companion Loans (but not the Twelve Oaks Mall Subordinate Companion Loans) as a single whole loan (subject to the rights of the holders of the Twelve Oaks Mall Directing Subordinate Companion Loans to purchase as described in“—Purchase Option” below).

In the event that the Twelve Oaks Mall Special Servicer has received a bona fide offer to sell or convey the Twelve Oaks Mall Senior Loans to a borrower related party, then, provided that so long as a Twelve Oaks Mall Control Appraisal Period is then ongoing, prior to the consummation of such sale or conveyance, the Twelve Oaks Mall Special Servicer will be required to deliver written notice of such offer to the holders of the Twelve Oaks Mall Subordinate Companion Loans specifying the terms, conditions and purchase price of such offer (a “Purchase Option Notice”). Upon receipt of such Purchase Option Notice the Twelve Oaks Mall Subordinate Companion Loan Holders will have the right to purchase the Twelve Oaks Mall Senior Loans on the same terms, conditions and purchase price set forth in the Purchase Option Notice (the “ROFR”) by written notice to the Twelve Oaks Mall Special Servicer within ten (10) business days of receipt of such Purchase Option Notice. If the holders of the Twelve Oaks Mall Subordinate Companion Loans reject the ROFR, the Twelve Oaks Mall Special Servicer will have the right to sell or convey the Twelve Oaks Mall Senior Loans to such borrower related party, provided, however, that if the Twelve Oaks Mall Special Servicer and such borrower related party thereafter agree to a purchase price that is less than 95% of the amount set forth in the original Purchase Option Notice, the Twelve Oaks Mall Special Servicer will be required to deliver to the holders of the Twelve Oaks Mall Subordinate Companion Loans a superseding Purchase Option Notice setting forth such new purchase price and granting the holders of the Twelve Oaks Mall Subordinate Companion Loans a new ROFR; provided, further, that in such event, the ten (10) business day response period as set forth in this paragraph will be reduced to five (5) business days. For the avoidance of doubt, any sale pursuant to this paragraph is required to be a sale of all of the Twelve Oaks Mall Senior Loans as notes evidencing one whole loan.

Cure Rights

Prior to a Twelve Oaks Mall Control Appraisal Period, in the event that there is (a) a monetary event of default beyond applicable notice and grace periods with respect to the Twelve Oaks Mall Whole Loan or (b) a non-monetary event of default beyond applicable notice and grace periods with respect to the Twelve Oaks Mall Whole Loan, then the holders of the Twelve Oaks Mall Subordinate Companion Loans will have the right, but not the obligation, to: (A) cure such monetary event of default within 10 calendar days following the receipt of notice of such default and (B) cure such non-monetary event of default within 30 days following receipt of notice of such default, provided that under certain circumstances the cure period with respect to a non-monetary event of default may be extended by up to 90 days. If the holders of the Twelve Oaks Mall Subordinate Companion Loans elect to cure a default by way of a payment of money (a “Cure Payment”), the holders of the Twelve Oaks Mall Subordinate Companion Loans will be required to make such Cure Payment as directed by the Twelve Oaks Mall Master Servicer or the Twelve Oaks Mall Special Servicer and such Cure Payment is required to include reimbursement for all advances, fees or interest paid by the Twelve Oaks Mall Master servicer or the Twelve Oaks Mall Special Servicer or the holders of the Twelve Oaks Mall Pari Passu Companion Loans. So long as an event of default exists that is being cured by the holders of the Twelve Oaks Mall

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Subordinate Companion Loan and the applicable cure period has not expired, the default will not be treated as a Twelve Oaks Mall Sequential Pay Event (i) for purposes of“—Application of Payments” above, (ii) for purposes of triggering an acceleration of the Twelve Oaks Mall Whole Loan or commencing foreclosure proceedings or similar legal proceedings with respect to the related Mortgaged Property, or (iii) for purposes of treating the Twelve Oaks Mall Whole Loan as a specially serviced loan under the GSMS 2018-GS9 PSA. Notwithstanding anything to the contrary, the right of the holders of the Twelve Oaks Mall Subordinate Companion Loans to cure a default will be limited to a combined total of 6 cures of monetary defaults, no more than 3 of which may be consecutive, or non-monetary defaults over the term of the Twelve Oaks Mall Whole Loan.

Purchase Option

After the occurrence and during the continuance of an event of default under the Twelve Oaks Mall Whole Loan, the holders of the Twelve Oaks Mall Subordinate Companion Loan will have the right, by written notice to the holders of the Twelve Oaks Mall Senior Loans (a “Twelve Oaks Mall Purchase Notice”), to purchase in immediately available funds, the Twelve Oaks Mall Senior Loans in whole but not in part at the applicable defaulted mortgage loan purchase price, which is generally equal to unpaid principal, interest and expenses. Upon delivery of the Twelve Oaks Mall Purchase Notice to the holders of the Twelve Oaks Mall Senior Loans, the holders of the Twelve Oaks Mall Senior Loans will be required to sell (and the holders of the Twelve Oaks Mall Subordinate Companion Loan will be required to purchase) the Twelve Oaks Mall Senior Loans at the applicable defaulted mortgage loan purchase price, on a date (the “Defaulted Twelve Oaks Mall Purchase Date”) not more than 60 days after the date of the Twelve Oaks Mall Purchase Notice. The failure of the holders of the Twelve Oaks Mall Subordinate Companion Loans to purchase the Twelve Oaks Mall Senior Loans on the Defaulted Twelve Oaks Mall Purchase Date will result in the termination of such right. The holders of the Twelve Oaks Mall Subordinate Companion Loans have agreed that the sale of the Twelve Oaks Mall Senior Loans will comply with all requirements of the GSMS 2018-GS9 PSA and that all costs and expenses related thereto will be paid by the holders of the Twelve Oaks Mall Subordinate Companion Loans. The defaulted mortgage loan purchase price will be calculated by Twelve Oaks Mall Master Servicer or the Twelve Oaks Mall Special Servicer three business days prior to the Defaulted Twelve Oaks Mall Purchase Date and absent manifest error, will be binding upon the holders of the Twelve Oaks Mall Subordinate Companion Loans.

The right of the holders of the Twelve Oaks Mall Subordinate Companion Loans to purchase the Twelve Oaks Mall Senior Loans will automatically terminate upon a foreclosure sale, sale by power of sale or delivery of a deed in lieu of foreclosure with respect to the related Mortgaged Property. Notwithstanding the foregoing sentence, the Twelve Oaks Mall Special Servicer is required to give the holders of the Twelve Oaks Mall Subordinate Companion Loans (or the Twelve Oaks Mall Whole Loan Directing Holder acting on their behalf) five (5), or, with respect to deed in lieu of foreclosure, ten (10) business days prior written notice of its intent with respect to any consummation of a foreclosure sale, sale by power of sale or delivery of deed in lieu of foreclosure with respect to the related Mortgaged Property (a “Notice of Foreclosure/DIL”). If the Twelve Oaks Mall Special Servicer intends to accept a deed in lieu of foreclosure, it is required to deliver a Notice of Foreclosure/DIL stating its intent to the holders of the Twelve Oaks Mall Subordinate Companion Loans who will have the option, within 10 business days from receipt of such Notice of Foreclosure/DIL, to deliver written notice to the Twelve Oaks Mall Special Servicer of its intent to purchase the Twelve Oaks Mall Senior Loans and to consummate the purchase option on a date to occur no later than 15 days from the day they received the Notice of Foreclosure/DIL.

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Special Servicer Appointment Rights

Pursuant to the Twelve Oaks Mall Intercreditor Agreement, the Twelve Oaks Mall Whole Loan Directing Holder (or its representative) will have the right, at any time, with or without cause, to replace the Twelve Oak-MI Special Servicer then acting with respect to the Twelve Oaks Mall Whole Loan and appoint a replacement special servicer in lieu thereof without the consent of the holders of the Twelve Oaks Mall Mortgage Loan or the other Twelve Oaks Mall Companion Loans (or their representatives). The applicable certificateholders with the requisite percentage of voting rights (during any consultation period and any consultation termination period under the GSMS 2018-GS9 PSA) will have the right, with or without cause, to replace the Twelve Oaks Mall Special Servicer then acting with respect to the Twelve Oaks Mall Whole Loan and appoint a replacement special servicer in lieu thereof without the holders of the Twelve Oaks Mall Mortgage Loan or any of the other Twelve Oaks Mall Companion Loans (or their representatives) in accordance with the GSMS 2018-GS9 PSA. The issuing entity, as holder of the Twelve Oaks Mall Mortgage Loan and the holders of the other Twelve Oaks Mall Companion Loans may terminate the Twelve Oaks Mall Special Servicer upon a servicer termination event under the GSMS 2018-GS9 PSA with respect to the special servicer and appoint a replacement special servicer in lieu thereof.

The Gateway Pari Passu-A/B Whole Loan

General

The Gateway Mortgage Loan, representing approximately 4.0% of the Initial Pool Balance, is part of a Whole Loan that is part of a split loan structure comprised of 4 senior promissory notes and 6 subordinate promissory notes, each of which is secured by the same mortgage instrument on the same underlying Mortgaged Property, with an aggregate initial principal balance of $550,000,000. One such senior promissory note, Note A-2-A, with an initial principal balance of $27,500,000 (“The Gateway Mortgage Loan”), will be deposited into this securitization.

The Gateway Whole Loan (as defined below), is evidenced by (i) The Gateway Mortgage Loan, (ii) 3 senior promissory notes designated as Note A-1-A, Note A-1-B and Note A-2-B (“The Gateway Senior Pari Passu Companion Loans”), which have an aggregate initial principal balance of $302,500,000; and (iii) 6 subordinate promissory notes designated as Note B-1-A, Note B-1-B, Note B-2-A, Note B-2-B (collectively, “The Gateway B Notes”), Note C-1 and Note C-2 (together, “The Gateway C Notes” and, together with The Gateway B Notes, “The Gateway Subordinate Companion Loans”), which have an aggregate initial principal balance of $220,000,000.

The Gateway Mortgage Loan, The Gateway Senior Pari Passu Companion Loans and The Gateway Subordinate Companion Loans are referred to herein, collectively, as “The Gateway Whole Loan”, and The Gateway Senior Pari Passu Companion Loans and The Gateway Subordinate Companion Loans are referred to herein as “The Gateway Companion Loans”. The Gateway Senior Pari Passu Companion Loans are generallypari passu in right of payment with each other and with The Gateway Mortgage Loan and together are referred to herein as “The Gateway A Notes”. The Gateway B Notes are generallypari passuin right of payment with each other, but subordinate in right of payment with respect to The Gateway A Notes. The Gateway C Notes are generallypari passu in right of payment with each other, but subordinate in right of payment with respect to The Gateway A Notes and The Gateway B Notes.

Only The Gateway Mortgage Loan is included in the issuing entity. The remaining The Gateway Senior Pari Passu Companion Loans and The Gateway Subordinate Companion

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Loans are expected to be contributed to other securitizations (which may include a standalone securitization of one or more of The Gateway Companion Loans which may include the Control Note with respect to The Gateway Whole Loan) from time to time in the future, however, the holders of the related unsecuritized promissory notes are under no obligation to do so.

The rights of the holders of the promissory notes evidencing The Gateway Whole Loan (“The Gateway Noteholders”) are subject to an Intercreditor Agreement (“The Gateway Intercreditor Agreement”). The following summaries describe certain provisions of The Gateway Intercreditor Agreement.

Servicing

Until the related Servicing Shift Securitization Date, The Gateway Whole Loan (including The Gateway Mortgage Loan) and any related REO Property will be serviced and administered pursuant to the terms of the PSA for this securitization by the master servicer and, if necessary, the special servicer, in the manner described under“Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans—Servicing of the Servicing Shift Mortgage Loans”, but subject to the terms of The Gateway Intercreditor Agreement.

Advances

The master servicer or the trustee, as applicable, will be responsible for making any required principal and interest advances on The Gateway Mortgage Loan (but not on The Gateway Companion Loans) pursuant to the terms of the PSA unless the master servicer, the special servicer or the trustee, as applicable, determines that such an advance would not be recoverable from collections on The Gateway Mortgage Loan. Principal and interest advances in respect of The Gateway Companion Loans and property protection advances in respect of The Gateway Whole Loan will be made as described under“Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans—Servicing of the Servicing Shift Mortgage Loans”.

Application of Payments Prior to a The Gateway Triggering Event of Default

Generally, as long as no (i) monetary event of default with respect to The Gateway Whole Loan or (ii) non-monetary event of default (other than an imminent event of default) as a result of which The Gateway Whole Loan becomes a specially serviced mortgage loan under the PSA (a “The Gateway Triggering Event of Default”) has occurred and is continuing, all amounts available for payment on The Gateway Whole Loan (excluding (i) all amounts for required reserves or escrows required by the related loan documents to be held as reserves or escrows, (ii) all amounts received as reimbursements on account of recoveries in respect of property protection expenses or property protection advances then due and payable or reimbursable to (A) prior to the related Servicing Shift Securitization Date, the trustee, and after the related Servicing Shift Securitization Date, the trustee under the related Servicing Shift PSA (together, “The Gateway Trustee”); (B) prior to the related Servicing Shift Securitization Date, the master servicer, and after the related Servicing Shift Securitization Date, the master servicer under the related Servicing Shift PSA (together, “The Gateway Servicer”); or (C) prior to the related Servicing Shift Securitization Date, the special servicer, and after the related Servicing Shift Securitization Date, the special servicer under the related Servicing Shift PSA (together, “The Gateway Special Servicer”), and (iii) certain amounts payable or reimbursable to The Gateway Servicer, The Gateway Special Servicer, the master servicer, the trustee and each master servicer and trustee for any securitization relating to a The Gateway Senior Pari Passu Companion Loan, including but not limited to principal and interest advances and

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administrative advances), will be allocated, subject to any deduction, reimbursement, recovery or other payment required or permitted under The Gateway Intercreditor Agreement, as follows:

(a)First, to the holders of The Gateway Senior Pari Passu Companion Loans and the issuing entity, as holder of The Gateway Mortgage Loan, on apro rata andpari passu basis, based on their respective interest entitlements, in each case in an amount equal to the accrued and unpaid interest on the principal balance of their respective notes (calculated at a rate net of the primary servicing fee rate);

(b)Second,pro rata, to the holders of The Gateway Senior Pari Passu Companion Loans and to the issuing entity, as holder of The Gateway Mortgage Loan, in an amount equal to their respective principal entitlements allocated pursuant to the related loan documents with respect to the applicable payment date, which amount will be applied in reduction of the principal balances of The Gateway Senior Pari Passu Companion Loans and The Gateway Mortgage Loan;

(c)Third, to the holders of The Gateway Senior Pari Passu Companion Loans and the issuing entity, as holder of The Gateway Mortgage Loan, on apro rata andpari passu basis up to the amount of any unreimbursed costs and expenses paid by such holders (or paid or advanced by The Gateway Servicer, The Gateway Special Servicer or The Gateway Trustee, as applicable) with respect to The Gateway Whole Loan pursuant to the terms of The Gateway Intercreditor Agreement, or the PSA or related Servicing Shift PSA, as applicable;

(d)Fourth, if the proceeds of any foreclosure sale or any liquidation of The Gateway Whole Loan or the related Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses first through third and, as a result of a workout the principal balances of The Gateway A Notes have been reduced (to the extent such reductions were made in accordance with the terms of the PSA or the related Servicing Shift PSA, as applicable, by reason of the insufficiency of The Gateway Subordinate Companion Loans to bear the full economic effect of the workout), such excess amount will be paid to the holders of The Gateway Senior Pari Passu Companion Loans and the issuing entity, as holder of The Gateway Mortgage Loan, on apro rata andpari passu basis (x) first, in an amount up to the reduction, if any, of the aggregate principal balance of the related notes as a result of such workout and (y) second, in an amount equal to interest on the amount described in clause (x) at the interest rate applicable to The Gateway Whole Loan;

(e)Fifth, to the extent the holders of The Gateway B Notes have made any payments or advances to cure defaults pursuant to The Gateway Intercreditor, to reimburse the holders of The Gateway B Notes for all such cure payments;

(f)Sixth, to the holders of The Gateway B Notes on apro rataandpari passu basis, based on their respective interest entitlements, in an amount equal to the accrued and unpaid interest on the principal balance of their respective notes (calculated at a rate net of the primary servicing fee rate);

(g)Seventh, to the holders of The Gateway B Notes on apro rata andpari passu basis in an amount equal to their respective principal entitlements allocated pursuant to the related loan documents with respect to the applicable payment date and remaining after giving effect to the allocation in clause second above, which amount will be applied in reduction of the principal balances of The Gateway B Notes;

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(h)Eighth, if the proceeds of any foreclosure sale or any liquidation of The Gateway Whole Loan or the related Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses first through seventh and, as a result of a workout the principal balances of The Gateway B Notes have been reduced, such excess amount will be paid to the holders of The Gateway B Notes on apro rata andpari passu basis (x) first, in an amount up to the reduction, if any, of the aggregate principal balance of The Gateway B Notes as a result of such workout and (y) second, in an amount equal to interest on the amount described in clause (x) at the interest rate applicable to The Gateway B Notes;

(i)Ninth, to the extent the holders of The Gateway C Notes have made any payments or advances to cure defaults pursuant to The Gateway Intercreditor, to reimburse the holders of The Gateway C Notes for all such cure payments;

(j)Tenth, to the holders of The Gateway C Notes on apro rataandpari passu basis, based on their respective interest entitlements, in an amount equal to the accrued and unpaid interest on the principal balance of their respective notes (calculated at a rate net of the primary servicing fee rate);

(k)Eleventh, to the holders of The Gateway C Notes on apro rata andpari passu basis in an amount equal to their respective principal entitlements allocated pursuant to the related loan documents with respect to the applicable payment date and remaining after giving effect to the allocation in clause second and clause seventh above, which amount will be applied in reduction of the principal balances of The Gateway C Notes;

(l)Twelfth, if the proceeds of any foreclosure sale or any liquidation of The Gateway Whole Loan or the related Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses first through eleventh and, as a result of a workout the principal balances of The Gateway C Notes have been reduced, such excess amount will be paid to the holders of The Gateway C Notes on apro rata andpari passu basis (x) first, in an amount up to the reduction, if any, of the aggregate principal balance of The Gateway C Notes as a result of such workout and (y) second, in an amount equal to interest on the amount described in clause (x) at the interest rate applicable to The Gateway C Notes;

(m)Thirteenth, to the holders of The Gateway Noteholders,pro rata, any prepayment or yield maintenance premium, to the extent paid by The Gateway Whole Loan borrower;

(n)Fourteenth, to the extent assumption fees, transfer fees, late payment fees or charges (other than any prepayment or yield maintenance premium) actually paid by The Gateway Whole Loan borrower are not required to be otherwise applied under the PSA or the related Servicing Shift PSA, as applicable, including, without limitation, to provide reimbursement for any interest on any advance (calculated at the related advance rate), to pay any additional servicing expenses or to compensate The Gateway Servicer or The Gateway Special Servicer, as applicable (in each case provided that such reimbursements or payments relate to The Gateway Whole Loan), any such fees or expenses, to the extent actually paid by The Gateway borrower, will be paid to the holders of The Gateway Senior Pari Passu Companion Loans, the holders of The Gateway Subordinate Companion Loans and the issuing entity, as holder of The Gateway Mortgage Loan,pro rata; and

(o)Fifteenth, if any excess amount is available to be distributed in respect of The Gateway Whole Loan, and not otherwise applied in accordance with the foregoing clause

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first through fourteenth, any remaining amounts will be paidpro rata to the holders of The Gateway Senior Pari Passu Companion Loans, the holders of The Gateway Subordinate Companion Loans and the issuing entity, as holder of The Gateway Mortgage Loan;

Application of Payments After a The Gateway Triggering Event of Default

Generally, for so long as a The Gateway Triggering Event of Default has occurred and is continuing, all amounts available for payment on The Gateway Whole Loan (excluding (i) all amounts for required reserves or escrows required by the related loan documents to be held as reserves or escrows, (ii) all amounts received as reimbursements on account of recoveries in respect of property protection expenses or property protection advances then due and payable or reimbursable to The Gateway Trustee, The Gateway Servicer or The Gateway Special Servicer, and (iii) certain amounts payable or reimbursable to The Gateway Servicer, The Gateway Special Servicer, the master servicer, the trustee and each master servicer and trustee for any securitization relating to a related Pari Passu Companion Loan, including but not limited to principal and interest advances and administrative advances), will be allocated, subject to any deduction, reimbursement, recovery or other payment required or permitted under The Gateway Intercreditor Agreement, as follows:

(a)First, to the holders of The Gateway Senior Pari Passu Companion Loans and the issuing entity, as holder of The Gateway Mortgage Loan, on apro rata andpari passu basis, based on their respective interest entitlements, in each case in an amount equal to the accrued and unpaid interest on the principal balance of their respective notes (calculated at a rate net of the primary servicing fee rate);

(b)Second,pro rata, to the holders of The Gateway Senior Pari Passu Companion Loans and to the issuing entity, as holder of The Gateway Mortgage Loan, in an amount equal to their respective principal entitlements allocated pursuant to the related loan documents with respect to the applicable payment date, which amount will be applied in reduction of the principal balances of The Gateway Senior Pari Passu Companion Loans and The Gateway Mortgage Loan;

(c)Third, to the holders of The Gateway Senior Pari Passu Companion Loans and the issuing entity, as holder of The Gateway Mortgage Loan, on apro rata andpari passu basis up to the amount of any unreimbursed costs and expenses paid by such holders (or paid or advanced by The Gateway Servicer, The Gateway Special Servicer or The Gateway Trustee, as applicable) with respect to The Gateway Whole Loan pursuant to the terms of The Gateway Intercreditor Agreement, or the PSA or related Servicing Shift PSA, as applicable;

(d)Fourth, to the holders of The Gateway Senior Pari Passu Companion Loans and the issuing entity, as holder of The Gateway Mortgage Loan,pro rata, any prepayment or yield maintenance premium, to the extent paid by The Gateway Whole Loan borrower and allocated to The Gateway Senior Pari Passu Companion Loans and the issuing entity, as holder of The Gateway Mortgage Loan, under the Mortgage Loan documents based on respective percentage interests;

(e)Fifth, if the proceeds of any foreclosure sale or any liquidation of The Gateway Whole Loan or the related Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses first through fourth and, as a result of a workout the principal balances of The Gateway Mortgage Loan and The Gateway Senior Pari Passu Companion Loans have been reduced (to the extent such reductions were made in accordance with the terms of the PSA or the related Servicing Shift PSA, as

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applicable, by reason of the insufficiency of The Gateway Subordinate Companion Loans to bear the full economic effect of the workout), such excess amount will be paid to the holders of The Gateway Senior Pari Passu Companion Loans and the issuing entity, as holder of The Gateway Mortgage Loan, on apro rata andpari passu basis (x) first, in an amount up to the reduction, if any, of the aggregate principal balance of the related notes as a result of such workout and (y) second, in an amount equal to interest on the amount described in clause (x) at the interest rate applicable to The Gateway Whole Loan;

(f)Sixth, to the extent the holders of The Gateway B Notes have made any payments or advances to cure defaults pursuant to The Gateway Intercreditor, to reimburse the holders of The Gateway B Notes for all such cure payments; and to the holders of The Gateway B Notes in the amount of any other unreimbursed, reasonable out-of-pocket costs and expenses paid by such holder of a The Gateway B Note, in each case to the extent reimbursable by, but not previously reimbursed by, The Gateway borrower;

(g)Seventh, to the holders of The Gateway B Notes on apro rata andpari passu basis, based on their respective interest entitlements, in an amount equal to the accrued and unpaid interest on the principal balance of their respective notes (calculated at a rate net of the primary servicing fee rate);

(h)Eighth, to the holders of The Gateway B Notes on apro rataandpari passu basis in an amount equal to their respective principal entitlements allocated pursuant to the related loan documents with respect to the applicable payment date, which amount will be applied in reduction of the principal balances of The Gateway B Notes;

(i)Ninth, to the holders of The Gateway B Notes,pro rata, any prepayment or yield maintenance premium, to the extent paid by The Gateway Whole Loan borrower and allocated to The Gateway B Notes, under the Mortgage Loan documents based on respective percentage interests;

(j)Tenth, if the proceeds of any foreclosure sale or any liquidation of The Gateway Whole Loan or the related Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses first through ninth and, as a result of a workout the principal balances of The Gateway B Notes have been reduced, such excess amount will be paid to the holders of The Gateway B Notes on apro rata andpari passu basis (x) first, in an amount up to the reduction, if any, of the aggregate principal balance of The Gateway B Notes as a result of such workout and (y) second, in an amount equal to interest on the amount described in clause (x) at the interest rate applicable to The Gateway B Notes;

(k)Eleventh, to the extent the holders of The Gateway C Notes have made any payments or advances to cure defaults pursuant to The Gateway Intercreditor, to reimburse the holders of The Gateway C Notes for all such cure payments; and to the holders of The Gateway C Notes in the amount of any other unreimbursed, reasonable out-of-pocket costs and expenses paid by such holder of a The Gateway C Note, in eachcase to the extent reimbursable by, but not previously reimbursed by, The Gateway borrower;

(l)Twelfth, to the holders of The Gateway C Notes on apro rata andpari passu basis, based on their respective interest entitlements, in an amount equal to the accrued and unpaid interest on the principal balance of their respective notes (calculated at a rate net of the primary servicing fee rate);

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(m)Thirteenth, to the holders of The Gateway C Notes on apro rata andpari passu basis in an amount equal to their respective principal entitlements allocated pursuant to the related loan documents with respect to the applicable payment date, which amount will be applied in reduction of the principal balances of The Gateway C Notes;

(n)Fourteenth, to the holders of The Gateway C Notes,pro rata, any prepayment or yield maintenance premium, to the extent paid by The Gateway Whole Loan borrower and allocated to The Gateway C Notes, under the Mortgage Loan documents based on respective percentage interests;

(o)Fifteenth, if the proceeds of any foreclosure sale or any liquidation of The Gateway Whole Loan or the related Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses first through fourteenth and, as a result of a workout the principal balances of The Gateway C Notes have been reduced, such excess amount will be paid to the holders of The Gateway C Notes on apro rata andpari passu basis (x) first, in an amount up to the reduction, if any, of the aggregate principal balance of The Gateway C Notes as a result of such workout and (y) second, in an amount equal to interest on the amount described in clause (x) at the interest rate applicable to The Gateway C Notes;

(p)Sixteenth, to the extent assumption fees, transfer fees, late payment fees or charges (other than any prepayment or yield maintenance premium) actually paid by The Gateway Whole Loan borrower are not required to be otherwise applied under the PSA or the related Servicing Shift PSA, as applicable, including, without limitation, to provide reimbursement for any interest on any advance (calculated at the related advance rate), to pay any additional servicing expenses or to compensate The Gateway Servicer or The Gateway Special Servicer, as applicable (in each case provided that such reimbursements or payments relate to The Gateway Whole Loan), any such fees or expenses, to the extent actually paid by The Gateway borrower, will be paid to the holders of The Gateway Senior Pari Passu Companion Loans, the holders of The Gateway Subordinate Companion Loans and the issuing entity, as holder of The Gateway Mortgage Loan,pro rata; and

(q)Seventeenth, if any excess amount is available to be distributed in respect of The Gateway Whole Loan, and not otherwise applied in accordance with the foregoing clause first through sixteenth, any remaining amounts will be paidpro rata to the holders of The Gateway Senior Pari Passu Companion Loans, the holders of The Gateway Subordinate Companion Loans and the issuing entity, as holder of The Gateway Mortgage Loan;

The issuing entity is required to pay itspro rata share of any unanticipated trust fund expenses relating to the servicing of The Gateway Whole Loan in accordance with the PSA or the related Servicing Shift PSA, as applicable, and The Gateway Intercreditor Agreement to the extent that such amounts remain unpaid or unreimbursed after funds received from the related borrower for payment of such amounts and any principal and interest collections allocable to The Gateway Subordinate Companion Loans have been applied to pay such amounts.

To the extent collections received after the final liquidation of The Gateway Whole Loan or the related Mortgaged Property are not sufficient to pay such fees and expenses incurred in connection with the servicing and administration of The Gateway Whole Loan in full, the issuing entity will be required to pay or reimburse itspro rata share of such unpaid fees and expenses (after allocating such fees and expenses first to The Gateway Subordinate Companion Loans) from general collections on the other mortgage loans in the trust. This

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may result in temporary (or, if not ultimately reimbursed, permanent) shortfalls to holders of the certificates.

Consultation and Control

The controlling noteholder under The Gateway Intercreditor Agreement will initially be the holder of the majority of The Gateway C Notes (by principal balance), in the case of a control appraisal period with respect to The Gateway C Notes, the holder of the majority of The Gateway B Notes (by principal balance) will be the controlling noteholder, and in the case of a control appraisal period with respect to The Gateway B Notes, the holder of promissory note A-1-A with respect to The Gateway Whole Loan will be the controlling noteholder. The controlling noteholder, or, in the event that the controlling note is securitized, the related directing certificateholder (or equivalent entity), will have consent and/or consultation rights with respect to The Gateway Whole Loan similar, but not necessarily identical, to those held by the Directing Certificateholder under the terms of the PSA. See“Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans—Servicing of the Servicing Shift Mortgage Loans”.

Control appraisal periods with respect to The Gateway B Notes and The Gateway C Notes exist when (a)(1) the sum of the initial principal balance of The Gateway B Notes or The Gateway C Notes, as applicable, minus, (2) the sum (without duplication) of (x) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received on The Gateway B Notes or The Gateway C Notes, as applicable, after the date of creation of The Gateway B Notes or The Gateway C Notes, as applicable, (y) any appraisal reduction amount for The Gateway Whole Loan that is allocated to The Gateway B Notes or The Gateway C Notes, as applicable, and (z) any losses realized with respect to The Gateway Mortgaged Property or The Gateway Whole Loan that are allocated to The Gateway B Notes or The Gateway C Notes, as applicable, is less than (b) 25% of the remainder of (i) the sum of the initial principal balance of The Gateway B Notes or The Gateway C Notes, as applicable, less (ii) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received by, the holders of The Gateway B Notes or The Gateway C Notes, as applicable, after the date of creation of The Gateway B Notes or The Gateway C Notes, as applicable, provided that a control appraisal period will terminate upon the occurrence of a The Gateway Threshold Event Cure (as defined below) by the holders of The Gateway B Notes or The Gateway C Notes, as applicable.

A “The Gateway Threshold Event Cure” means that the holders of The Gateway B Notes or The Gateway C Notes, as applicable, acting unanimously, provide threshold event collateral in an amount which, when added to the appraised value of The Gateway Mortgaged Property as determined pursuant to the PSA or the related Servicing Shift PSA, as applicable, would cause the applicable control appraisal period not to occur and provide The Gateway Servicer with documentation acceptable to The Gateway Servicer in accordance with the applicable servicing standard to create and perfect a first priority security interest therein.

In addition, pursuant to the terms of The Gateway Intercreditor Agreement and after the related Servicing Shift Securitization Date, the issuing entity, as a non-controlling note holder of a The Gateway A Note will have the right to be consulted on a strictly non-binding basis to the extent the issuing entity requests consultation with respect to certain major decisions to be taken with respect to The Gateway Whole Loan or the implementation of any recommended action outlined in an asset status report relating to The Gateway Whole Loan. The consultation rights of the issuing entity will expire 10 business days following the delivery of written notice and information relating to the matter subject to consultation whether or not the issuing entity has responded within such period; provided that if, the

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servicer or special servicer, as applicable, under the related Servicing Shift PSA proposes a new course of action that is materially different from the actions previously proposed, the 10 business day consultation period will be deemed to begin anew from the date of delivery of such new proposal and delivery of all information related to such new proposal. Notwithstanding the consultation rights of the issuing entity as described above, after the related Servicing Shift Securitization Date, the servicer or special servicer, as applicable, under the related Servicing Shift PSA is permitted to make any major decision or take any action set forth in the asset status report before the expiration of the aforementioned 10 business day period if it determines that immediate action with respect to such decision is necessary to protect the interests of The Gateway Noteholders. After the related Servicing Shift Securitization Date, neither the servicer nor special servicer, as applicable, under the related Servicing Shift PSA will be obligated at any time to follow or take any alternative actions recommended by the issuer as holder of The Gateway Mortgage Loan (or its representative).

The Directing Certificateholder, prior to the occurrence and continuance of a Control Termination Event, or the operating advisor, following the occurrence and during the continuance of a Control Termination Event, will be entitled to exercise the consent or consultation rights described above.

Sale of Defaulted The Gateway Whole Loan

Pursuant to the terms of The Gateway Intercreditor Agreement, if The Gateway Whole Loan becomes a defaulted loan pursuant to the terms of the PSA or the related Servicing Shift PSA, as applicable, The Gateway Special Servicer may elect to sell (1) The Gateway Whole Loan, subject to the consent right of the related controlling noteholder, in which case such sale would include each of Note A-1-A, Note A-1-B, Note A-2-A, Note A-2-B, Note B-1-A, Note B-1-B, Note B-2-A, Note B-2-B, Note C-1 and Note C-2 as determined by The Gateway Special Servicer in accordance with the servicing standard under the PSA or the Servicing Shift PSA, as applicable (taking into account the subordinate nature of the Subordinate Notes), or (2) The Gateway Mortgage Loan together with The Gateway Senior Pari Passu Companion Loans and in the event of a sale under this clause (2), and subject to the terms of the PSA or the related Servicing Shift PSA, as applicable, the holder of The Gateway Mortgage Loan (or its representative) will be permitted to submit an offer at any sale of The Gateway Senior Pari Passu Companion Loans so long as such holder of The Gateway Mortgage Loan is not the controlling noteholder. In connection with any such sale, The Gateway Special Servicer will be required to follow the procedures set forth under the PSA or the related Servicing Shift PSA, as applicable. See“Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans—Servicing of the Servicing Shift Mortgage Loans”. Proceeds of the sale of The Gateway Whole Loan will be distributed in accordance with the priority of payments described in“—Application of Payments After a The Gateway Triggering Event of Default” above.

Each of the holders of The Gateway B Notes and The Gateway C Notes, in either case acting unanimously, will have the right to purchase, in whole but not in part, (i) The Gateway A Notes, and (ii) solely in the case of the holders of The Gateway C Notes, The Gateway B notes, by delivery of written notice during an event of default under the Mortgage Loan documents or a servicing transfer event under the PSA or the Servicing Shift PSA, as applicable. Such purchase is required to comply with all requirements of the PSA or the Servicing Shift PSA, as applicable, and all actual costs and expenses related thereto will be paid by the applicable purchasing noteholder(s).

In addition, the holders of (A) The Gateway B Notes, acting unanimously, or (B) The Gateway C Notes, acting unanimously, will have the right, but not the obligation, to cure a

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combined total of six (6) monetary defaults, no more than four (4) of which may be consecutive and six (6) non-monetary defaults.

Special Servicer Appointment Rights

Pursuant to the terms of The Gateway Intercreditor Agreement, the controlling noteholder will have the right, with or without cause, to replace The Gateway Special Servicer then acting with respect to The Gateway Whole Loan and appoint a replacement special servicer in accordance with the PSA or the related Servicing Shift PSA, as applicable. See“Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans—Servicing of the Servicing Shift Mortgage Loan”. The controlling noteholder with respect to The Gateway Whole Loan will have the right to name the special servicer for The Gateway Whole Loan by the earlier of the related Servicing Shift Securitization Date or The Gateway Mortgage Loan becoming a specially serviced mortgage loan under the servicing agreement applicable to a securitization with respect to any The Gateway Companion Loan.

Additional Information

Each of the tables presented in Annex A-2 sets forth selected characteristics of the pool of Mortgage Loans as of the Cut-off Date, if applicable. For a detailed presentation of certain additional characteristics of the Mortgage Loans and the Mortgaged Properties on an individual basis, see Annex A-1. For a brief summary of the largest 15 Mortgage Loans or groups of cross-collateralized Mortgage Loans in the pool of Mortgage Loans, see Annex A-3.

The description in this prospectus, including Annex A-1, A-2 and A-3, of the Mortgage Pool and the Mortgaged Properties is based upon the Mortgage Pool as expected to be constituted at the close of business on the Cut-off Date, as adjusted for the scheduled principal payments due on the Mortgage Loans on or before the Cut-off Date. Prior to the issuance of the Offered Certificates, a Mortgage Loan may be removed from the Mortgage Pool if the depositor deems such removal necessary or appropriate or if it is prepaid. This may cause the range of Mortgage Rates and maturities as well as the other characteristics of the Mortgage Loans to vary from those described in this prospectus.

A Form ABS-EE with the information required by Item 1125 of Regulation AB (17 C.F.R. 2219.1125), Schedule AL – Asset-Level Information will be filed or caused to be filed by the depositor with respect to the issuing entity on or prior to the date of the filing of this prospectus and will provide such information for a reporting period commencing on the day after a hypothetical Determination Date in March 2018 and ending on a hypothetical Determination Date in April 2018. In addition, a Current Report on Form 8-K containing detailed information regarding the Mortgage Loans will be available to persons (including beneficial owners of the Offered Certificates) who receive this prospectus and will be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), together with the PSA, with the United States Securities and Exchange Commission (the “SEC”) on or prior to the date of the filing of the final prospectus.

Transaction Parties

The Sponsors and Mortgage Loan Sellers

Wells Fargo Bank, National Association, Bank of America, National Association, Morgan Stanley Bank, N.A., National Consumer Cooperative Bank and National Cooperative Bank, N.A. are referred to in this prospectus as the “originators”. The depositor will acquire the

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Mortgage Loans from Wells Fargo Bank, National Association, Bank of America, National Association, Morgan Stanley Mortgage Capital Holdings LLC and National Cooperative Bank, N.A. on or about April 26, 2018 (the “Closing Date”). Each mortgage loan seller is a “sponsor” of the securitization transaction described in this prospectus. The depositor will cause the Mortgage Loans in the Mortgage Pool to be assigned to the trustee pursuant to the PSA.

Wells Fargo Bank, National Association

General

Wells Fargo Bank, National Association (“Wells Fargo Bank”), a national banking association, is a wholly-owned subsidiary of Wells Fargo & Company (NYSE: WFC). The principal office of Wells Fargo Bank’s commercial mortgage origination division is located at 4150 E 42nd Street, 38th Floor, New York, New York 10017, and its telephone number is (212) 214-7468. Wells Fargo Bank is engaged in a general consumer banking, commercial banking, and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. Wells Fargo Bank is a national banking association chartered by the Office of the Comptroller of the Currency (the “OCC”) and is subject to the regulation, supervision and examination of the OCC. Wells Fargo Bank is also the successor by merger to Wachovia Bank, National Association (“Wachovia Bank”), which, together with Wells Fargo Securities, LLC (formerly known as Wachovia Capital Markets, LLC), was previously a subsidiary of Wachovia Corporation. On December 31, 2008, Wachovia Corporation merged with and into Wells Fargo & Company. As a result of this transaction, the depositor, Wachovia Bank and Wells Fargo Securities, LLC became wholly-owned subsidiaries of Wells Fargo & Company, and affiliates of Wells Fargo Bank. On March 20, 2010, Wachovia Bank merged with and into Wells Fargo Bank.

Wells Fargo Bank, National Association’s Commercial Mortgage Securitization Program

Prior to its merger with Wachovia Bank, Wells Fargo Bank was an active participant in securitizations of commercial and multifamily mortgage loans as a mortgage loan seller and sponsor in securitizations for which unaffiliated entities acted as depositor. Between the inception of its commercial mortgage securitization program in 1995 and December 2007, Wells Fargo Bank originated approximately 5,360 fixed-rate commercial and multifamily mortgage loans with an aggregate original principal balance of approximately $32.4 billion, which were included in approximately 61 securitization transactions.

Prior to its merger into Wells Fargo Bank, one of Wachovia Bank’s primary business lines was the underwriting and origination of mortgage loans secured by commercial or multifamily properties. With its commercial mortgage lending affiliates and predecessors, Wachovia Bank began originating and securitizing commercial mortgage loans in 1995. The total amount of commercial mortgage loans originated and securitized by Wachovia Bank from 1995 through November 2007 was approximately $87.9 billion. Approximately $81.0 billion of such commercial mortgage loans were securitized by an affiliate of Wachovia Bank acting as depositor, and approximately $6.9 billion were securitized by an unaffiliated entity acting as depositor.

Since 2010, and following the merger of Wachovia Bank into Wells Fargo Bank, Wells Fargo Bank has resumed its active participation in the securitization of commercial and multifamily mortgage loans. Wells Fargo Bank originates commercial and multifamily mortgage loans and, together with other mortgage loan sellers and sponsors, participates in the securitization of such mortgage loans by transferring them to the depositor or to an

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unaffiliated securitization depositor. In coordination with its affiliate, Wells Fargo Securities, LLC, and other underwriters, Wells Fargo Bank works with rating agencies, mortgage loan sellers, subordinated debt purchasers and master servicers in structuring securitizations in which it is a sponsor, mortgage loan seller and originator. For the twelve-month period ended December 31, 2017, Wells Fargo Bank securitized commercial and multifamily mortgage loans with an aggregate original principal balance of approximately $6.2 billion. Since the beginning of 2010, Wells Fargo Bank originated approximately 1,868 fixed-rate commercial and multifamily mortgage loans with an aggregate original principal balance of approximately $35.7 billion, which were included in 108 securitization transactions. The properties securing these loans include multifamily, office, retail, industrial, hospitality and self storage properties. Wells Fargo Bank and certain of its affiliates also originate other commercial and multifamily mortgage loans that are not securitized, including subordinated and mezzanine loans.

In addition to commercial and multifamily mortgage loans, Wells Fargo Bank and its affiliates have originated and securitized residential mortgage loans, auto loans, home equity loans, credit card receivables and student loans. Wells Fargo Bank and its affiliates have also served as sponsors, issuers, master servicers, servicers, certificate administrators, custodians and trustees in a wide array of securitization transactions.

Wells Fargo Bank’s Commercial Mortgage Loan Underwriting

General. Wells Fargo Bank’s commercial real estate finance group has the authority, with the approval from the appropriate credit authority, to originate fixed-rate, first lien commercial, multifamily or manufactured housing community mortgage loans for securitization. Wells Fargo Bank’s commercial real estate finance operation is staffed by real estate professionals. Wells Fargo Bank’s loan underwriting group is an integral component of the commercial real estate finance group which also includes groups responsible for loan origination and closing mortgage loans.

Upon receipt of an executed loan application, Wells Fargo Bank’s loan underwriters commence a review of the borrower’s financial condition and creditworthiness and the real property which will secure the loan.

Notwithstanding the discussion below, given the unique nature of income-producing real properties, the underwriting and origination procedures and the credit analysis with respect to any particular multifamily or commercial mortgage loan may differ significantly from one asset to another, and will be driven by circumstances particular to that property, including, among others, its type, current use, physical quality, size, environmental condition, location, market conditions, capital reserve requirements and additional collateral, tenants and leases, borrower identity, borrower sponsorship and/or performance history, and certain other factors. Consequently, we cannot assure you that the underwriting of any particular multifamily or commercial mortgage loan will conform to each of the general procedures described in this “—Wells Fargo Bank’s Commercial Mortgage Loan Underwriting” section. For important information about the circumstances that have affected the underwriting of the mortgage loans in the mortgage pool, see the “Risk Factors” and “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines” sections of this prospectus and the other subsections of this “Transaction Parties” section.

If a mortgage loan exhibits any one of the following credit positive characteristics, variances from general underwriting/origination procedures described below may be considered acceptable under the circumstances indicated: (i) low loan-to-value ratio; (ii) high debt service coverage ratio; (iii) experienced sponsor(s)/guarantor(s) with financial wherewithal; and (iv) elements of recourse included in the loan.

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Loan Analysis. Generally, Wells Fargo Bank performs both a credit analysis and collateral analysis with respect to a loan applicant and the real estate that will secure the loan. In general, credit analysis of the borrower and the real estate includes a review of historical financial statements (or, in the case of acquisitions, often only current financial statements), rent rolls, certain leases, third-party credit reports, judgments, liens, bankruptcy and pending litigation searches and, if applicable, the loan payment history of the borrower. Wells Fargo Bank typically performs a qualitative analysis which incorporates independent credit checks and published debt and equity information with respect to certain principals of the borrower as well as the borrower itself. Borrowers are generally required to be single-purpose entities. The collateral analysis typically includes an analysis of the following, to the extent available and applicable based on property type: historical property operating statements, rent rolls, operating budgets, a projection of future performance, and a review of certain tenant leases. Depending on the type of collateral property and other factors, the credit of key tenants may also be reviewed. Each mortgaged property is generally inspected by a Wells Fargo Bank underwriter or qualified designee. Wells Fargo Bank generally requires third-party appraisals, as well as environmental and property condition reports and, if determined by Wells Fargo Bank to be applicable, seismic reports. Each report is reviewed for acceptability by a staff member of Wells Fargo Bank or a third-party consultant. Generally, the results of these reviews are incorporated into the underwriting report. In some instances, one or more of the procedures may be waived or modified by Wells Fargo Bank if it is determined not to adversely affect the mortgage loans originated by it in any material respect.

Loan Approval. Prior to loan closing, all mortgage loans to be originated by Wells Fargo Bank must be approved by one or more officers of Wells Fargo Bank (depending on loan size), who may approve a mortgage loan as recommended, request additional due diligence, modify the loan terms or decline a loan transaction.

Debt Service Coverage Ratios and Loan-to-Value Ratios. Generally, the debt service coverage ratios for Wells Fargo Bank mortgage loans will be equal to or greater than 1.20x;provided,however, that variances may be made when consideration is given to circumstances particular to the mortgage loan, the related mortgaged property, loan-to-value ratio, reserves or other factors. For example, Wells Fargo Bank may originate a mortgage loan with a debt service coverage ratio below 1.20x based on, among other things, the amortization features of the mortgage loan (for example, if the mortgage loan provides for relatively rapid amortization), the type of tenants and leases at the mortgaged property, the taking of additional collateral such as reserves, letters of credit and/or guarantees, Wells Fargo Bank’s judgment of improved property and/or market performance in the future and/or other relevant factors.

Generally, the loan-to-value ratio for Wells Fargo Bank mortgage loans will be equal to or less than 80%;provided,however, that variances may be made when consideration is given to circumstances particular to the mortgage loan, the related mortgaged property, debt service coverage, reserves or other factors. For example, Wells Fargo Bank may originate a mortgage loan with a loan-to-value ratio above 80% based on, among other things, the amortization features of the mortgage loan (for example, if the mortgage loan provides for relatively rapid amortization), the type of tenants and leases at the related mortgaged property, the taking of additional collateral such as reserves, letters of credit and/or guarantees, Wells Fargo Bank’s judgment of improved property and/or performance in the future and/or other relevant factors.

While the foregoing discussion generally reflects how calculations of debt service coverage ratios are made, it does not necessarily reflect the specific calculations made to

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determine the debt service coverage ratio disclosed in this prospectus with respect to the mortgage loans to be sold to us by Wells Fargo Bank for deposit into the trust fund.

Additional Debt. When underwriting a multifamily or commercial mortgage loan, Wells Fargo Bank will take into account whether the mortgaged property and/or direct or indirect interest in a related borrower are encumbered by additional debt and will analyze the likely effect of that additional debt on repayment of the subject mortgage loan. It is possible that Wells Fargo Bank or an affiliate will be the lender on that additional debt, and may either sell such debt to an unaffiliated third party or hold it in inventory.

The combined debt service coverage ratios and loan-to-value ratios of a mortgage loan and the related additional debt may be significantly below 1.20x and significantly above 80%, notwithstanding that the mortgage loan by itself may satisfy such guidelines.

Assessments of Property Condition. As part of the underwriting process, Wells Fargo Bank will analyze the condition of the real property collateral for a prospective multifamily or commercial mortgage loan. To aid in that analysis, Wells Fargo Bank will typically inspect or retain a third party to inspect the property and will in most cases obtain the property assessments and reports described below.

Appraisals. Wells Fargo Bank will, in most cases, require that the real property collateral for a prospective multifamily or commercial mortgage loan be appraised by a state-certified appraiser, an appraiser belonging to the “Appraisal Institute”, a membership association of professional real estate appraisers, or an otherwise qualified appraiser. In addition, Wells Fargo Bank will generally require that those appraisals be conducted in accordance with the Uniform Standards of Professional Appraisal Practices developed by The Appraisal Foundation, a not-for-profit organization established by the appraisal profession. Furthermore, the appraisal report will usually include or be accompanied by a separate letter that includes a statement by the appraiser that the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 were followed in preparing the appraisal. In some cases, however, Wells Fargo Bank may establish the value of the subject real property collateral based on a cash flow analysis, a recent sales price or another method or benchmark of valuation.

Environmental Assessments. Wells Fargo Bank will, in most cases, require a Phase I environmental assessment with respect to the real property collateral for a prospective multifamily or commercial mortgage loan. However, when circumstances warrant, Wells Fargo Bank may utilize an update of a prior environmental assessment, a transaction screen or a desktop review. Alternatively, Wells Fargo Bank might forego an environmental assessment in limited circumstances, such as when it has obtained the benefits of an environmental insurance policy or an environmental guarantee. Furthermore, an environmental assessment conducted at any particular real property collateral will not necessarily cover all potential environmental issues. For example, an analysis for radon, lead-based paint and lead in drinking water will usually be conducted only at multifamily rental properties and only when Wells Fargo Bank or the environmental consultant believes that special circumstances warrant such an analysis.

Depending on the findings of the initial environmental assessment, Wells Fargo Bank may require additional record searches or environmental testing, such as a Phase II environmental assessment with respect to the real property collateral.

Engineering Assessments. In connection with the origination process, Wells Fargo Bank may require that an engineering firm inspect the real property collateral for any prospective multifamily or commercial mortgage loan to assess the structure, exterior walls, roofing,

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interior structure and/or mechanical and electrical systems. Based on the resulting report, Wells Fargo Bank will determine the appropriate response, if any, to any recommended repairs, corrections or replacements and any identified deferred maintenance.

Seismic Report. In general, prospective borrowers seeking loans secured by properties located in California or in seismic zones 3 or 4 obtain a seismic engineering report of the building and, based thereon and on certain statistical information, an estimate of damage based on the percentage of the replacement cost of the building in an earthquake scenario. This percentage of the replacement cost is expressed in terms of probable maximum loss (“PML”), probable loss (“PL”), or scenario expected loss (“SEL”). Generally, any of the mortgage loans as to which the property was estimated to have PML, PL or SEL in excess of 20% of the estimated replacement cost, would either be subject to a lower loan-to-value ratio limit at origination, be conditioned on seismic upgrading (or appropriate reserves or letter of credit for retrofitting), be conditioned on satisfactory earthquake insurance, or be structured with a degree of recourse to a guarantor.

Zoning and Building Code Compliance. In connection with the origination of a multifamily or commercial mortgage loan, Wells Fargo Bank will generally consider whether the use and occupancy of the related real property collateral is in material compliance with zoning, land-use, building rules, regulations and orders then applicable to that property. Evidence of this compliance may be in the form of one or more of the following: legal opinions; surveys; recorded documents; temporary or permanent certificates of occupancy; letters from government officials or agencies, including applicable land use and zoning regulations; title insurance endorsements; engineering or consulting reports; and/or representations by the related borrower.

Where a mortgaged property as currently operated is a permitted nonconforming use and/or the structure and the improvements may not be rebuilt to the same dimensions or used in the same manner in the event of a major casualty, Wells Fargo Bank will consider whether—

● any major casualty that would prevent rebuilding has a sufficiently remote likelihood of occurring;

● casualty insurance proceeds together with the value of any additional collateral would be available in an amount estimated by Wells Fargo Bank to be sufficient to pay off the related mortgage loan in full;

● the real property collateral, if permitted to be repaired or restored in conformity with current law, would in Wells Fargo Bank’s judgment constitute adequate security for the related mortgage loan;

● whether a variance or other similar change in applicable zoning restrictions is potentially available, or whether the applicable governing entity is likely to enforce the related limitations; and/or

● to require the related borrower to obtain law and ordinance insurance and/or alternative mitigant is in place.

Escrow Requirements. Generally, Wells Fargo Bank requires most borrowers to fund various escrows for taxes and insurance, capital expenses and replacement reserves. Generally, the required escrows for mortgage loans originated by Wells Fargo Bank are as follows:

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● Taxes—Typically, an initial deposit and monthly escrow deposits equal to 1/12th of the annual property taxes (based on the most recent property assessment and the current millage rate) are required to provide Wells Fargo Bank with sufficient funds to satisfy all taxes and assessments. Tax escrows may not be required if a property is a single tenant property and the tenant is required to pay taxes directly. Wells Fargo Bank may waive this escrow requirement under certain circumstances.

● Insurance—If the property is insured under an individual policy (i.e., the property is not covered by a blanket policy), typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property insurance premium are required to provide Wells Fargo Bank with sufficient funds to pay all insurance premiums. Insurance escrows may not be required if (i) the borrower maintains a blanket insurance policy, or (ii) the property is a single tenant property (which may include ground leased tenants) and the tenant is required to maintain property insurance. Wells Fargo Bank may waive this escrow requirement under certain circumstances.

● Replacement Reserves—Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan. Annual replacement reserves are generally underwritten to the suggested replacement reserve amount from an independent, third-party property condition or engineering report, or to certain minimum requirements by property type. Replacement reserves may not be required if the related mortgaged property is a single tenant property and the related tenant is responsible for all repairs and maintenance, including those required with respect to the roof and improvement structure. Wells Fargo Bank may waive this escrow requirement under certain circumstances.

● Completion Repair/Environmental Remediation—Typically, a completion repair or remediation reserve is required where an environmental or engineering report suggests that such reserve is necessary. Upon funding of the related mortgage loan, Wells Fargo Bank generally requires that at least 115%-125% of the estimated costs of repairs or replacements be reserved and generally requires that repairs or replacements be completed within a year after the funding of the related mortgage loan. Wells Fargo Bank may waive this escrow requirement or adjust the timing to complete repairs under certain circumstances.

● Tenant Improvement/Lease Commissions—In most cases, various tenants have lease expirations within the mortgage loan term. To mitigate this risk, special reserves may be required to be funded either at closing of the mortgage loan and/or during the related mortgage loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants. Tenant Improvement/Lease Commissions may not be required for single tenant properties with leases that extend beyond the loan term or where rent at the mortgaged property is considered below market. Wells Fargo Bank may waive this escrow requirement under certain circumstances.

Furthermore, Wells Fargo Bank may accept an alternative to a cash escrow or reserve from a borrower, such as a letter of credit or a guarantee from the borrower or an affiliate of the borrower or periodic evidence that the items for which the escrow or reserve would have been established are being addressed. In some cases, Wells Fargo Bank may determine that establishing an escrow or reserve is not warranted in the event of the existence of one or more of the credit positive characteristics discussed above, or given the amounts that would be involved and Wells Fargo Bank’s evaluation of the ability of the

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mortgaged property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the subject expense or cost absent creation of an escrow or reserve.

Co-Originated or Third Party-Originated Mortgage Loans. From time to time, Wells Fargo Bank originates mortgage loans together with other financial institutions. The resulting mortgage loans are evidenced by two or more promissory notes, at least one of which will reflect Wells Fargo Bank as the payee. Wells Fargo Bank has in the past and may in the future deposit such promissory notes for which it is named as payee with one or more securitization trusts, while its co-originators have in the past and may in the future deposit such promissory notes for which they are named payee into other securitization trusts. The Twelve Oaks Mall Mortgage Loan, representing approximately 9.7% of the Initial Pool Balance, is part of a Whole Loan that was co-originated by Wells Fargo Bank, Goldman Sachs Mortgage Company and JPMorgan Chase Bank, National Association. The Apple Campus 3 Mortgage Loan, representing approximately 9.2% of the Initial Pool Balance, is part of a Whole Loan that was co-originated by Goldman Sachs Mortgage Company, Deutsche Bank AG, acting through its New York Branch, and Wells Fargo Bank.

Exceptions. One or more of Wells Fargo Bank’s Mortgage Loans may vary from the specific Wells Fargo Bank’s underwriting guidelines described above when additional credit positive characteristics are present as discussed above. In addition, in the case of one or more of Wells Fargo Bank’s Mortgage Loans, Wells Fargo Bank or another originator may not have applied each of the specific underwriting guidelines described above as the result of case-by-case permitted flexibility based upon other compensating factors. For any material exceptions to Wells Fargo Bank’s underwriting guidelines described above in respect of the Wells Fargo Bank Mortgage Loans, see “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines” in this prospectus.

Review of Mortgage Loans for Which Wells Fargo Bank is the Sponsor

Overview. Wells Fargo Bank, in its capacity as the sponsor of the Wells Fargo Bank Mortgage Loans, has conducted a review of the Wells Fargo Bank Mortgage Loans it is selling to the depositor designed and effected to provide reasonable assurance that the disclosure related to the Wells Fargo Bank Mortgage Loans is accurate in all material respects. Wells Fargo Bank determined the nature, extent and timing of the review and the level of assistance provided by any third parties. The review of the Wells Fargo Bank Mortgage Loans was performed by a deal team comprised of real estate and securitization professionals who are employees of Wells Fargo Bank (collectively, the “Wells Fargo Bank Deal Team”) with the assistance of certain third parties. Wells Fargo Bank has ultimate authority and control over, and assumes all responsibility for and attributes to itself, the review of the Mortgage Loans that it is selling to the depositor and the review’s findings and conclusions. The review procedures described below were employed with respect to all of the Wells Fargo Bank Mortgage Loans (rather than relying on sampling procedures), except that certain review procedures were solely relevant to the large loan disclosures in this prospectus, as further described below.

Database. To prepare for securitization, members of the Wells Fargo Bank Deal Team created a database of loan-level and property-level information relating to each Wells Fargo Bank Mortgage Loan. The database was compiled from, among other sources, the related mortgage loan documents, third-party reports (appraisals, environmental site assessments, property condition reports, zoning reports and applicable seismic studies), insurance policies, borrower-supplied information (including, to the extent available, rent rolls, leases, operating statements and budgets) and information collected by Wells Fargo Bank during the underwriting process. Prior to securitization of each Wells Fargo Bank Mortgage Loan, the Wells Fargo Bank Deal Team may have updated the information in the database with

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respect to such Wells Fargo Bank Mortgage Loan based on current information provided by the related servicer relating to loan payment status and escrows, updated operating statements, rent rolls and leasing activity, and information otherwise brought to the attention of the Wells Fargo Bank Deal Team. Such updates were not intended to be, and do not serve as, a re-underwriting of any Mortgage Loan.

A data tape (the “Wells Fargo Bank Data Tape”) containing detailed information regarding each Wells Fargo Bank Mortgage Loan was created from the information in the database referred to in the prior paragraph. The Wells Fargo Bank Data Tape was used by the Wells Fargo Bank Deal Team to provide the numerical information regarding the Wells Fargo Bank Mortgage Loans in this prospectus.

Data Comparisons and Recalculation. The depositor or its affiliate, on behalf of Wells Fargo Bank, engaged a third-party accounting firm to perform certain data comparison and recalculation procedures which were designed or provided by Wells Fargo Bank relating to information in this prospectus regarding the Wells Fargo Bank Mortgage Loans. These procedures included:

● comparing the information in the Wells Fargo Bank Data Tape against various source documents provided by Wells Fargo Bank;

● comparing numerical information regarding the Wells Fargo Bank Mortgage Loans and the related Mortgaged Properties disclosed in this prospectus against the information contained in the Wells Fargo Bank Data Tape; and

● recalculating certain percentages, ratios and other formulae relating to the Wells Fargo Bank Mortgage Loans disclosed in this prospectus.

Legal Review. In anticipation of the securitization of each Wells Fargo Bank Mortgage Loan, mortgage loan seller counsel promulgated a form of legal summary to be completed by origination counsel that, among other things, set forth certain material terms and property diligence information, and elicited information concerning potentially outlying attributes of the mortgage loan as well as any related mitigating considerations. Mortgage loan seller’s counsel reviewed the legal summaries for each Wells Fargo Bank Mortgage Loan, together with pertinent parts of the Mortgage Loan documentation and property diligence materials, in connection with preparing or corroborating the accuracy of certain loan disclosure in this prospectus. In addition, mortgage loan seller’s counsel reviewed Wells Fargo Bank’s representations and warranties set forth on Annex D-1 and, if applicable, identified exceptions to those representations and warranties.

Securitization counsel was also engaged to assist in the review of the Wells Fargo Bank Mortgage Loans. Such assistance included, among other things, a review of a due diligence questionnaire completed by the Wells Fargo Bank Deal Team. Securitization counsel also reviewed the property release provisions, if any, for each Wells Fargo Bank Mortgage Loan with multiple Mortgaged Properties for compliance with the REMIC provisions.

Mortgage loan seller’s counsel or securitization counsel also assisted in the preparation of the mortgage loan summaries set forth in Annex A-3, based on their respective reviews of pertinent sections of the related mortgage loan documents and other loan information.

Other Review Procedures. Prior to securitization, Wells Fargo Bank confirmed with the related servicers for the Wells Fargo Bank Mortgage Loans that, to the best of such servicers’ knowledge and except as previously identified, material events concerning the related Mortgage Loan, the Mortgaged Property and the borrower and guarantor had not

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occurred since origination, including, but not limited to, (i) loan modifications or assumptions, or releases of the related borrower or Mortgaged Property; (ii) damage to the Mortgaged Property that materially and adversely affects its value as security for the Mortgage Loan; (iii) pending condemnation actions; (iv) litigation, regulatory or other proceedings against the Mortgaged Property, borrower or guarantor, or notice of non-compliance with environmental laws; (v) bankruptcies involving any borrower or guarantor, or any tenant occupying a single tenant property; and (vi) any existing or incipient material defaults.

The Wells Fargo Bank Deal Team also consulted with Wells Fargo Bank personnel responsible for the origination of the Wells Fargo Bank Mortgage Loans to confirm that the Wells Fargo Bank Mortgage Loans were originated in compliance with the origination and underwriting criteria described above under “—Wells Fargo Bank’s Commercial Mortgage Loan Underwriting”, as well as to identify any material deviations from those origination and underwriting criteria. See “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines” in this prospectus.

Findings and Conclusions. Wells Fargo Bank found and concluded with reasonable assurance that the disclosure regarding the Wells Fargo Bank Mortgage Loans in this prospectus is accurate in all material respects. Wells Fargo Bank also found and concluded with reasonable assurance that the Wells Fargo Bank Mortgage Loans were originated in accordance with Wells Fargo Bank’s origination procedures and underwriting criteria, except as described above under “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines”.

Review Procedures in the Event of a Mortgage Loan Substitution. Wells Fargo Bank will perform a review of any Wells Fargo Bank Mortgage Loan that it elects to substitute for a Wells Fargo Bank Mortgage Loan in the pool in connection with a material breach of a representation or warranty or a material document defect. Wells Fargo Bank, and if appropriate its legal counsel, will review the mortgage loan documents and servicing history of the substitute mortgage loan to confirm it meets each of the criteria required under the terms of the related mortgage loan purchase agreement and the related pooling and servicing agreement (the “Qualification Criteria”). Wells Fargo Bank may engage a third party accounting firm to compare the Qualification Criteria against the underlying source documentation to verify the accuracy of the review by Wells Fargo Bank and to confirm any numerical and/or statistical information to be disclosed in any required filings under the Exchange Act. Legal counsel will also be engaged by Wells Fargo Bank to render any tax opinion required in connection with the substitution.

Compliance with Rule 15Ga-1 under the Exchange Act

The transaction documents for certain prior transactions in which Wells Fargo Bank securitized commercial mortgage loans or participation interests (“CRE Loans”) contain covenants requiring the repurchase or replacement of an underlying CRE Loan for the breach of a related representation or warranty under various circumstances if the breach is not cured. The following table provides information regarding the demand, repurchase and replacement activity with respect to the mortgage loans securitized by Wells Fargo Bank (or a predecessor), which activity occurred during the period from January 1, 2015 to December 31, 2017 (the “Rule 15Ga-1 Reporting Period”) or is still outstanding.

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Name of Issuing Entity(1)	Check if Registered	Name of Originator	Total Assets in ABS by Originator(2)(3)			Assets That Were Subject of Demand(3)(4)			Assets That Were Repurchased or Replaced(3)(4)(5)			Assets Pending Repurchase or Replacement (within cure period)(4)(6)(7)			Demand in Dispute(4)(6)(8)			Demand Withdrawn(4)(6)(9)			Demand Rejected(4)(6)
			#	$	% of principal balance	#	$	% of principal balance	#	$	% of principal balance	#	$	% of principal balance	#	$	% of principal balance	#	$	% of principal balance	#	$	% of principal balance
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)	(l)	(m)	(n)	(o)	(p)	(q)	(r)	(s)	(t)	(u)	(v)	(w)	(x)
Asset Class Commercial Mortgages(1)
Wachovia Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates Series 2006-C28	X	Wachovia Bank, National Association	113	2,502,246,884.83	69.60	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
CIK #:  0001376448		Nomura Credit & Capital, Inc.	44	823,722,922.57	22.91	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
		Artesia Mortgage Capital Corporation(10)	50	269,226,893.21	7.49	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	1	13,687,005.00	4.54	0	0.00	0.00
Issuing Entity Subtotal			207	3,595,196,700.61	100.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	1	13,687,005.00	4.54	0	0.00	0.00
Wachovia Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates Series 2006-C33	X	Wachovia Bank, National Association	88	2,043,814,381.00	56.74	0	0.00	0	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	1	86,311,631.00	12.17
CIK #:  0001406873		Barclays Capital Real Estate Inc.	33	724,003,952.00	20.10	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
		Nomura Credit & Capital, Inc.	17	639,286,752.00	17.75	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
		Artesia Mortgage Capital Corporation	28	195,018,502.00	5.41	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
Issuing Entity Subtotal			166	3,602,123,586.00	100.00	0	0.00	0	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	1	86,311,631.00	12.17
Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2015-NXS2	X	Natixis Real Estate Capital LLC(11)	39	503,900,454.00	55.11	1	23,000,000.00	2.52	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	1	23,000,000.00	2.55	0	0.00	0.00
CIK #:  0001643873		Wells Fargo Bank, National Association	14	293,066,224.00	32.05	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
		Silverpeak Real Estate Finance LLC	10	117,394,863.00	12.84	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
Issuing Entity Subtotal			63	914,361,541.00	100.00	1	23,000,000.00	2.52	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	1	23,000,000.00	2.55	0	0.00	0.00
WFRBS Commercial Mortgage Trust 2014-C22, Commercial Mortgage Pass-Through Certificates, Series 2014-C22	X	Wells Fargo Bank, National Association	34	660,152,359.00	44.38	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
CIK #: 1616666		The Royal Bank of Scotland	18	311,373,307.00	20.93	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
		Rialto Mortgage Finance, LLC	21	158,381,467.00	10.65	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
		Prudential Mortgage Capital Company, LLC	9	109,719,609.00	7.38	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
		NCB, FSB	20	67,614,088.00	4.55	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
		C-III Commercial Mortgage LLC	17	63,291,423.00	4.25	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
		Basis Real Estate Capital II, LLC(12)	6	58,594,540.00	3.94	1	15,371,874.00	1.06	0	0.00	0.00	0	0.00	0.00	1	15,371,874.00	1.06	0	0.00	0.00	1	15,371,874.00	1.06
		Walker & Dunlop Commercial Property Funding I WF, LLC	4	58,473,000.00	3.93	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
Issuing Entity Subtotal			73	1,487,599,794.00	100.00	1	15,371,874.00	1.06	0	0.00	0.00	0	0.00	0.00	1	15,371,874.00	1.06	0	0.00	0.00	1	15,371,874.00	1.06
Commercial Mortgages Asset Class Total			628	9,599,281,621.61		1	38,371,874.00		0	0.00		0	0.00		1	15,371,874.00		2	36,687,005.00		2	101,683,505.00

⁽¹⁾ In connection with the preparation of this table, Wells Fargo Bank undertook the following steps to gather the information required by Rule 15Ga-1 (“Rule 15Ga-1”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) identifying all asset-backed securities transactions in which Wells Fargo Bank (or a predecessor) acted as a securitizer, (ii) performing a diligent search of the records of Wells Fargo Bank and the records of affiliates of Wells Fargo Bank that acted as securitizers in transactions of commercial mortgage loans for all relevant information, (iii) reviewing appropriate documentation from all relevant transactions to determine the parties responsible for enforcing representations and warranties, and any other parties who might have received repurchase requests (such parties, “Demand Entities”), and (iv) making written request of each Demand Entity to provide any information in its possession regarding requests or demands to repurchase any loans for breach of a representation or warranty with respect to any relevant transaction. In this effort, Wells Fargo Bank made written requests of all trustees and unaffiliated co-sponsors of applicable commercial mortgage-backed securities transactions. Wells Fargo Bank followed up written requests made of Demand Entities as it deemed appropriate.

The repurchase activity reported herein is described in terms of a particular loan’s status as of the last day of the Rule 15Ga-1 Reporting Period. (For columns j-x)

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⁽²⁾ “Originator” generally refers to the party identified in securities offering materials at the time of issuance for purposes of meeting applicable SEC disclosure requirements. (For columns d-f)

⁽³⁾ Reflects the number of loans, outstanding principal balance and percentage of principal balance as of the date of the closing of the related securitization. (For columns d–l)

⁽⁴⁾ Includes only new demands received during the Rule 15Ga-1 Reporting Period. (For columns g-i)

In the event demands were received prior to the Rule 15Ga-1 Reporting Period, but activity occurred with respect to one or more loans during the Rule 15Ga-1 Reporting Period, such activity is being reported as assets pending repurchase or replacement within the cure period (columns m/n/o) or as demands in dispute (columns p/q/r), as applicable, until the earlier of the reporting of (i) the repurchase or replacement of such asset (columns j/k/l), (ii) the withdrawal of such demand (columns s/t/u), or (iii) the rejection of such demand (columns v/w/x), as applicable.

⁽⁵⁾ Includes assets for which a reimbursement payment is in process and where the asset has been otherwise liquidated by or on behalf of the issuing entity at the time of initiation of such reimbursement process. Where an underlying asset has paid off or otherwise been liquidated by or on behalf of the issuing entity (other than via a repurchase by the obligated party) during the Rule 15Ga-1 Reporting Period, the corresponding principal balance utilized in calculating columns (g) through (x) will be zero. (For columns j-l)

⁽⁶⁾ Reflects the number of loans, outstanding principal balance and percentage of principal balance as of the last day of the Rule 15Ga-1 Reporting Period. (For columns m-x)

⁽⁷⁾ Includes assets that are subject to a demand and within the cure period. (For columns m-o)

⁽⁸⁾ Includes assets pending repurchase or replacement outside of the cure period. (For columns p-r)

⁽⁹⁾ Includes assets for which a reimbursement payment is in process, and where the asset has not been repurchased or replaced and remains in the transaction. Also includes assets for which the requesting party rescinds or retracts the demand in writing. (For columns s-u)

⁽¹⁰⁾ U.S. Bank National Association, as Trustee for Registered Holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C28 (“U.S. Bank”) v. Dexia Real Estate Capital Markets (“Dexia”), Case No. 12 Civ 9412, filed in the United States District Court for the Southern District of New York. U.S. Bank filed its complaint against Dexia (on December 27, 2012) arguing that Dexia had breached the terms of the related mortgage loan purchase agreement in light of the determination in a Minnesota enforcement action against the guarantors of Loan #58 Marketplace Retail and Office Center (“Loan #58”) that the form of the guaranty sold to U.S. Bank pursuant to the mortgage loan purchase agreement had not been signed by the guarantors. U.S. Bank, in its complaint, seeks a judgment requiring Dexia to repurchase Loan #58 for approximately $16.5 million. Dexia filed a Notice of Motion to Dismiss and a Memorandum in Support of its Motion to Dismiss on January 25, 2013. Judge Shira A. Scheindlin entered an order denying Dexia’s motion on June 6, 2013. After completion of discovery, U.S. Bank and Dexia filed cross-motions for summary judgment, and on July 9, 2014 Judge Scheindlin entered an Opinion and Order granting the summary judgment motion of U.S. Bank and denying the summary judgment motion of Dexia. On September 12, 2014, the Court entered its judgment directing that Dexia repurchase Loan #58 for $19,627,961.66. On March 16, 2016, the United States Court of Appeals for the Second Circuit reversed, and ordered that judgment be entered in Dexia’s favor. On April 11, 2016, the United States District Court for the Southern District of New York entered judgment for Dexia and against U.S. Bank on U.S. Bank’s claims in the case. Because U.S. Bank did not appeal the District Court’s decision within the required 90-day period, this demand has been classified as “withdrawn”.

⁽¹¹⁾ Rialto Capital Advisors, LLC, as special servicer for Loan��#8 88 Hamilton Avenue (in such capacity, the “NXS2 Special Servicer”), claimed in a letter dated March 16, 2016, that NREC breached the representations and warranties made in the related mortgage loan purchase agreement due to the existence of a prior $4,000,000 mortgage on the related mortgaged property. On March 31, 2016, NREC rejected the claim for breach of representation or warranty and noted that a title insurance policy was obtained from Chicago Title Insurance Company, which insures the first lien status of such loan. The NXS2 Special Servicer withdrew its repurchase demand on August 15, 2017.

⁽¹²⁾ CWCapital Asset Management LLC, as special servicer for Loan No. 22, Alpha Health Center, claimed in a letter dated December 19, 2017, that Basis Real Estate Capital II, LLC (“Basis”) breached the representations and warranties made in the related mortgage loan purchase agreement due to the existence of a lawsuit that was filed against the sponsor of 300 E. Pulaski, LLC (the “Borrower”). On February 7, 2018, Basis rejected the claim for breach of representation or warranty for several reasons including (i) the lawsuit was filed after Basis had already conducted its due diligence on the Borrower and the sponsor of the Borrower and (ii) the lawsuit in question was served on the sponsor of the Borrower after Basis had originated the Alpha Health Center Loan. Basis has requested that the special servicer rescind its repurchase demand.

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The information for Wells Fargo Bank as a securitizer of CRE Loans required to be set forth in a Form ABS-15G for the quarterly reporting period from October 1, 2017 through December 31, 2017 was set forth in (i) a Form ABS-15G filed by Wells Fargo Bank with the SEC on February 13, 2018, if such information relates to asset-backed securities in the CRE Loan asset class in which Wells Fargo Bank (or a predecessor) was a sponsor but Wells Fargo Commercial Mortgage Securities, Inc. (or a predecessor) was not the depositor, and (ii) a Form ABS-15G filed by Wells Fargo Commercial Mortgage Securities, Inc. with the SEC on February 13, 2018, if such information relates to asset-backed securities in the CRE Loan asset class in which Wells Fargo Bank (or a predecessor) was a sponsor and Wells Fargo Commercial Mortgage Securities, Inc. (or a predecessor) was the depositor. Such Forms ABS-15G are available electronically through the SEC’s EDGAR system. The Central Index Key number of Wells Fargo Bank is 0000740906. The Central Index Key number of Wells Fargo Commercial Mortgage Securities, Inc. is 0000850779.

Retained Interests in This Securitization

As of the Closing Date, neither Wells Fargo Bank nor any of its affiliates will retain any certificates issued by the issuing entity or any other economic interest in this securitization, except that Wells Fargo Bank will retain $16,499,051.46 Certificate Balance of the RR Interest. However, Wells Fargo Bank or its affiliates may, from time to time after the initial sale of the certificates to investors on the Closing Date, acquire additional certificates pursuant to secondary market transactions. Any such party will have the right to dispose of any such certificates (other than Wells Fargo Bank’s portion of the RR Interest) at any time. Wells Fargo Bank will be required to retain its portion of the RR Interest for so long as retention thereof is necessary for it to remain in compliance with the Credit Risk Retention Rules. See“Credit Risk Retention”.

The information set forth under “—Wells Fargo Bank, National Association” has been provided by Wells Fargo Bank.

Bank of America, National Association

Bank of America, National Association (“Bank of America”), a national banking association, is a subsidiary of Bank of America Corporation.

Bank of America is engaged in a general consumer banking and commercial banking business. Bank of America is a national banking association chartered by the Office of the Comptroller of the Currency (the “OCC”) and is subject to the regulation, supervision and examination of the OCC.

Bank of America and its affiliates have been active in the securitization market since inception and have sponsored publicly and privately offered securitization transactions since 1977. Bank of America and its affiliates have been involved with the origination and securitization of residential and commercial mortgage loans and its affiliates have been involved with the origination of auto loans, student loans, home equity loans and credit card receivables, as well as less traditional asset classes. Bank of America and its affiliates have served as sponsors, issuers, dealers, and servicers in a wide array of securitization transactions.

The tables below indicate the size and history of the commercial mortgage loan origination program for Bank of America and its affiliates. Loans originated by Bank of America and its affiliates have historically included primarily a mix of multifamily, office, retail, hotel and industrial and warehouse properties, though Bank of America and its

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affiliates have also regularly originated loans on a variety of other commercial property types, including but not limited to self storage facilities, manufactured housing communities, parking garage facilities and golf courses.

Origination Volume
(Dollar Amount of Closed Loans)

Property Type	2014	2015	2016	2017	As of 3/31/2018
Multifamily	$518,929,738	$1,104,590,000	$242,008,000	$146,622,500	$137,500,000
Office	1,864,674,000	1,863,491,000	1,207,957,250	1,424,716,159	86,500,000
Retail	1,726,602,172	1,254,393,252	1,392,460,000	720,057,794	101,010,000
Industrial	31,185,000	1,342,375,000	257,320,721	101,890,000	6,020,000
Manufactured Housing	87,111,250	116,618,625	19,987,500	38,835,750	34,210,000
Self Storage	93,095,000	546,593,750	156,775,000	387,370,000	409,176,250
Lodging	2,631,502,433	2,241,228,600	70,509,000	2,176,576,500	56,275,000
Mixed Use	144,100,000	147,725,000	18,362,500	221,600,000	38,325,000
Other	69,930,000	0	150,000,000	283,150,000	180,000,000
Total	$7,167,129,593	$8,617,015,227	$3,515,379,971	$5,500,818,703	$1,049,016,250

Bank of America is a sponsor and mortgage loan seller in this transaction. Merrill Lynch, Pierce, Fenner & Smith Incorporated, one of the underwriters, is an affiliate of Bank of America and assisted Bank of America in connection with the selection of mortgage loans for this transaction.

Bank of America’s headquarters and its executive offices are located at 100 North Tryon Street, Charlotte, North Carolina 28255, and the telephone number is (980) 386-8154.

See below for more information about the Bank of America’s solicitation and underwriting standards used to originate mortgage loans similar to the mortgage loans included in the issuing entity and Bank of America’s material roles and duties in each securitization.

Bank of America’s Commercial Mortgage Loan Underwriting Standards

Overview.

Bank of America’s commercial mortgage loans are originated in accordance with the procedures and underwriting standards described below. The loans are primarily originated (i) directly by Bank of America or through affiliates to mortgagor/borrowers; (ii) indirectly through mortgage loan brokers to mortgagor/borrowers; and (iii) through other loan originators. The remainder of the discussion of Bank of America’s loan underwriting practices under this “—Bank of America’s Commercial Mortgage Loan Underwriting Standards” describes the practices of Bank of America and any affiliate of Bank of America with respect to the origination of loans to be sold by Bank of America in this transaction. However, variations from these procedures and standards may be implemented as a result of various conditions, including a mortgage loan’s specific terms, the quality or location of the underlying real estate, the mortgaged property’s tenancy profile, the background or financial strength of the borrower or sponsor and any other pertinent information deemed material by Bank of America. Therefore, this general description of Bank of America’s origination procedures and underwriting standards is not intended as a representation that every commercial mortgage loan originated by it or on its behalf complies entirely with all standards set forth below. For important information about the circumstances that have affected the underwriting of Bank of America mortgage loans, see “—Exceptions to Underwriting Standards” below and Annex D-2.

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Process. Each mortgage loan underwritten to Bank of America’s general underwriting standards is underwritten in accordance with guidelines established by Bank of America’s real estate structured finance group (“Bank of America Guidelines”). These underwriting standards applied by Bank of America are intended to evaluate the adequacy of the mortgaged property as collateral for the loan and the mortgagor’s repayment ability and creditworthiness. The underwriting standards as established in the Bank of America Guidelines are continually updated to reflect prevailing conditions in the CMBS market, new mortgage products, and the investment market for commercial loans.

The Application. Regardless of the channel in which the loan was originated, a mortgage application or term sheet is completed by the borrower/mortgagor containing information that assists in evaluating the adequacy of the mortgaged property as collateral for the loan, including the mortgagor’s credit standing and capacity to repay the loan.

Further, the mortgage application requires supporting documentation (or other verification) for all material data provided by the mortgagor described in a checklist, including but not limited to the following:

● rent roll;

● existing mortgage verification;

● credit references;

● certified financial statements for mortgagor and borrower principals;

● tenant/resident leases;

● ground leases;

● property operating statements;

● real estate tax bills;

● purchase contract (if applicable);

● appraisal;

● engineering report;

● seismic report (if applicable);

● environmental report;

● site plan;

● certificate of occupancy;

● evidence of zoning compliance;

● insurance policies;

● borrower structure/authority documents; and

● underwriting evaluation.

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In some cases, certain of these documents may not be reviewed due to the nature of the related mortgaged property. For instance, historical operating statements may not be available with respect to a mortgaged property with a limited operating history or that has been recently acquired by its current owner. In addition, rent rolls would not be examined for certain property types (e.g., hospitality properties), and tenant leases would not be examined for certain property types (e.g., hospitality, self storage, multifamily and manufactured housing community properties).

The credit underwriting process for each Bank of America mortgage loan is performed by Bank of America’s real estate structured finance group which is a vertically integrated entity, staffed by real estate professionals, and includes loan underwriting, origination and closing groups. Bank of America’s review team may also include third parties (for example, Situs Holdings, LLC) which are subject to oversight by Bank of America and ultimate review and approval by Bank of America of such third parties’ work product.

A member of the Bank of America deal team or one of its agents performs a site inspection of the mortgaged property as well as a review of the surrounding market environment (including demand generators, competing properties (if any) and proximity to major thoroughfares and transportation centers) in order to confirm tenancy information, assess the physical quality and attributes (e.g., age, renovations, condition, parking, amenities, class, etc.) of the collateral, determine visibility and access characteristics and evaluate the mortgaged property’s competitiveness within its market.

The Bank of America deal team or one of its agents also performs a detailed review of the financial status, credit history and background of the borrower and certain principals or sponsors of the borrower using financial statements, income tax returns, credit reports, criminal and background review and searches in select jurisdictions for judgments, liens, bankruptcy, pending litigation and, if applicable, the loan payment history of the borrower. Bank of America also performs a qualitative analysis which incorporates independent credit checks and review of published debt and equity information with respect to certain principals of the borrower as well as the borrower itself. Borrowers are generally required to be single-purpose entities although they are not always required to be bankruptcy-remote entities. Circumstances may also warrant an examination of the financial strength and credit of key tenants as well as other factors that may impact the tenants’ ongoing occupancy or ability to pay rent.

The collateral analysis includes an analysis of the historical property operating statements, rent rolls and a projection of future performance and a review of tenant leases. Bank of America requires third party appraisals, as well as environmental and building condition reports. Each report is reviewed for acceptability by a Bank of America staff member (or, with respect to environmental reports, a third party consultant) for compliance with program standards. Based on their review (or, with respect to environmental reports, a third party consultant’s report), such staff member approves or rejects such report. The results of these reviews are incorporated into the underwriting report.

After the compilation and review of all documentation and other relevant considerations, the deal team finalizes its detailed underwriting analysis of the mortgaged property’s cash flow in accordance with Bank of America’s property-specific, cash flow underwriting guidelines.

Determinations are also made regarding the implementation of appropriate loan terms to structure around risks, resulting in features such as ongoing escrows or up-front reserves, letters of credit, lockboxes, cash management agreements and guarantees. A

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complete credit committee package is prepared to summarize all of the above referenced information.

Credit Approval. All commercial mortgage loans must be presented to one or more credit committees that include senior real estate professionals, among others. After a review of the credit committee package and a discussion of a mortgage loan, the committee may approve the mortgage loan as recommended, request additional due diligence, modify the terms or reject the mortgage loan entirely.

Debt Service Coverage and Loan-to-Value Requirements. Bank of America’s underwriting standards generally require a minimum debt service coverage ratio of 1.20x and permit a maximum loan-to-value ratio of 80%; however, these thresholds are guidelines, and exceptions are permitted based on the merits of each individual mortgage loan, such as the types of tenants, reserves, letters of credit, guarantees and Bank of America’s assessment of the mortgaged property’s future performance. The debt service coverage ratio guidelines set forth above are calculated based on underwritten net cash flow at origination. As a result, the debt service coverage ratio for each mortgage loan as reported in this prospectus and Annex A-1 hereto may differ from the amount calculated at the time of origination.

Certain mortgaged properties may also be encumbered by subordinate debt (or the direct or indirect ownership interests in the related borrower may be encumbered by mezzanine debt). It is possible that Bank of America or an affiliate thereof will be a lender on such additional debt and may either sell such debt to an unaffiliated third party or hold it in inventory. When such subordinate or mezzanine debt is taken into account, the aggregate debt with respect to the related mortgaged property may not conform to the aforementioned debt service coverage ratio and loan-to-value ratio parameters.

Amortization Requirements. Bank of America’s underwriting guidelines generally permit a maximum amortization period of thirty (30) years. Certain mortgage loans may provide for interest-only payments through maturity or for a portion of the commercial mortgage loan term. If a mortgage loan entails only a partial interest-only period, the monthly debt service, annual debt service and DSCR set forth in this prospectus and Annex A-1 reflect a calculation of the future (larger) amortizing loan payment. See “Description of the Mortgage Pool”.

Escrow Requirements. Bank of America generally requires borrowers to fund various escrows for taxes and insurance, capital expenses and replacement reserves. Generally, the required escrows for mortgage loans originated by Bank of America are as follows:

●     Taxes. An initial deposit and monthly escrow deposits equal to one-twelfth (1/12) of the annual property taxes (based on the most recent property assessment and the current millage rate; however, if the actual tax amount owing in the upcoming year is not available, the required annual reserve amount will generally be between 100% and 105% of the preceding year’s tax amount) are typically required to satisfy taxes and assessments, except that such escrows may not be required in certain circumstances, including, but not limited to, situations where (i) the sponsor is an institutional sponsor or a high net worth individual or (ii) the related mortgaged property is a single tenant property with respect to which the related tenant is required to pay taxes directly.

●     Insurance. An initial deposit at origination (which may be equal to one or more months of the required monthly amount) and subsequent monthly escrow deposits equal to one-twelfth (1/12) of an amount generally between 100% and 105% of the annual property insurance premium are typically required to pay insurance premiums, except that such

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escrows may not be required in certain circumstances, including, but not limited to, situations where (i) the related borrower maintains a blanket insurance policy, (ii) the sponsor is an institutional sponsor or a high net worth individual or (iii) the related mortgaged property is a single tenant property with respect to which the related tenant self-insures.

●     Replacement Reserves. Replacement reserves are generally calculated in accordance with the expected useful life of the components of the mortgaged property during the term of the mortgage loan.

●     Deferred Maintenance/Immediate Repair/Environmental Remediation. A deferred maintenance, immediate repair or remediation reserve is required. An initial deposit, upon funding of the applicable mortgage loan, in an amount equal to generally between 100% and 125% of the estimated costs of such deferred maintenance, immediate repairs and/or environmental remediation to be completed within the first (1st) year of the mortgage loan pursuant to the building condition report is required, except that such escrows may not be required in certain circumstances, including, but not limited to, situations where (i) the sponsor of the borrower delivers a guarantee to complete the immediate repairs in a specified amount of time, (ii) the deferred maintenance amount does not materially impact the related mortgaged property’s function, performance or value or is de minimis in relation to the loan amount or (iii) the related mortgaged property is a single tenant property and the tenant is responsible for the repairs.

●     Tenant Improvements and Leasing Commissions. In some cases, major tenants have lease expirations within the mortgage loan term. To mitigate this risk, special reserves may be required to be funded either at closing of the mortgage loan and/or during the mortgage loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants.

●     Furniture, Fixtures and Equipment. A reserve for furniture, fixtures and equipment expenses may be required to be funded during the term of the mortgage loan based on the suggested reserve amount from an independent, third-party property condition or engineering report, or based on certain minimum requirements depending on the property type.

●     Environmental Remediation. An environmental remediation reserve may be required to be funded at loan origination in an amount generally between 100% and 150% of the estimated remediation cost identified in the environmental report, except that such escrows may not be required in certain circumstances, including, but not limited to, situations where (i) the sponsor of the borrower delivers a guarantee whereby it agrees to take responsibility and pay for identified environmental issues, (ii) environmental insurance has been obtained or already in place or (iii) a third party having adequate financial resources has been identified as a responsible party.

For a description of the escrows collected with respect to the Bank of America mortgage loans, please see Annex A-1.

Zoning and Building Code Compliance. Bank of America will generally examine whether the use and operation of the mortgaged properties are in material compliance with zoning and land-use related ordinances, rules, regulations and orders applicable to the use of such mortgaged properties at the time such mortgage loans are originated. Bank of America will consider, among other things, legal opinions, certifications from government officials, zoning consultant’s reports and/or representations by the related borrower contained in the related

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mortgage loan documents and information which is contained in appraisals and surveys, title insurance endorsements, or property condition assessments undertaken by independent licensed engineers.

Hazard, Liability and Other Insurance. The mortgage loans generally require that each mortgaged property be insured by a hazard insurance policy in an amount (subject to an approved deductible) at least equal to the lesser of the outstanding principal balance of the related mortgage loan and 100% of the replacement cost of the improvements located on the related mortgaged property, and if applicable, that the related hazard insurance policy contain appropriate endorsements to avoid the application of co-insurance and not permit reduction in insurance proceeds for depreciation;provided that, in the case of certain of the mortgage loans, the hazard insurance may be in such other amounts as was required by the related originators.

In addition, if any material improvements on any portion of a mortgaged property securing any mortgage loan was, at the time of the origination of such mortgage loan, in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, and flood insurance was available, a flood insurance policy meeting any requirements of the then-current guidelines of the Federal Insurance Administration is required to be in effect with a generally acceptable insurance carrier, in an amount representing coverage generally not less than the least of (a) the outstanding principal balance of the related mortgage loan, (b) the full insurable value of the related mortgaged property, (c) the maximum amount of insurance available under the National Flood Insurance Program, or (d) 100% of the replacement cost of the improvements located on the related mortgaged property.

In general, the standard form of hazard insurance policy covers physical damage to, or destruction of, the improvements on the mortgaged property by fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil commotion, subject to the conditions and exclusions set forth in each policy.

Each mortgage loan generally also requires the related borrower to maintain comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the related mortgaged property in an amount generally equal to at least $1,000,000.

Each mortgage loan generally further requires the related borrower to maintain business interruption insurance in an amount not less than approximately 100% of the gross rental income from the related mortgaged property for not less than twelve (12) months. See representation and warranty no. 18 on Annex D-1 and the exceptions thereto on Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D-1).

Third Party Reports. In addition to or as part of applicable origination guidelines or reviews described above, in the course of originating the Bank of America mortgage loans, Bank of America generally considered the results of third party reports as described below. New reports are generally ordered, although existing reports dated no more than 180 days prior to closing may be used (subject, in certain cases, to updates).

● Appraisal. For each mortgage loan, Bank of America obtains an appraisal that utilizes one (1) of three (3) approaches to valuation: a cost approach, a sales comparison approach or an income approach (including both direct cap and discount cash flow methods). An independent appraiser that is either a member of MAI or state certified is required to perform an appraisal (or update an existing appraisal) of each of the related mortgaged properties in connection with the origination of each

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mortgage loan to establish the appraised value of the related mortgaged property or properties. Each appraisal also includes (or Bank of America obtains a separate letter that includes) a statement by the appraiser that the Uniform Standards of Professional Appraisal Practice (except for certain mortgaged properties involving operating businesses) and the guidelines in Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended, were followed in preparing the appraisal.

● Environmental Site Assessments. Bank of America generally obtains a Phase I environmental site assessment or an update of a previously obtained site assessment for each mortgaged property prepared by an environmental firm. Bank of America requires a Phase I environmental site assessment for all properties regardless of age or location and each such report must be in compliance with current standards prescribed by The American Society of Testing and Materials. A Phase I environmental site assessment consists of inquiries, interviews, inspections, and research of public records to identify known or potential environmental concerns. Bank of America or its designated agent typically reviews the Phase I site assessment to verify the presence or absence of potential adverse environmental conditions. An environmental site assessment will not necessarily cover all potential environmental issues. For example, an analysis for radon, lead-based paint, mold and lead in drinking water will usually be conducted only at multifamily rental properties and only when Bank of America or the environmental consultant believes that such an analysis is warranted under the circumstances. Upon the recommendation of the environmental consultant conducting the Phase I environmental site assessment with respect to a mortgaged property, a Phase II assessment (which is a is a site specific investigation to determine the presence or absence of specified environmental concerns) is performed.

● Property Condition Assessments. Bank of America generally obtains a current physical condition report for each mortgaged property (other than in the case of mortgaged properties secured solely by an interest in land) prepared by independent licensed engineers to assess the overall physical condition and engineering integrity of the mortgaged property, including an inspection of the exterior walls, roofing, interior construction, mechanical and electrical systems and general condition of the site, buildings and other improvements located at a mortgaged property. The resulting reports may indicate deferred maintenance items and recommended capital improvements. The estimated cost of the necessary repairs or replacements at a mortgaged property is included in the related property condition assessment. In cases in which the report identifies an immediate need for material repairs or replacements with an anticipated cost that is over a certain minimum threshold or percentage of loan balance, Bank of America often requires an escrow at the time of origination in an amount sufficient to complete such repairs or replacements or obtains a guarantee from a sponsor of the borrower in lieu of reserves. See
“—Escrow Requirements” above. In addition, various mortgage loans require monthly deposits into cash reserve accounts to fund property maintenance expenses.

● Seismic. Bank of America generally obtains a seismic report for all mortgaged properties located in seismic zones 3 or 4 (as determined in accordance with the Uniform Building Code) to assess the estimated damage that may result from a seismic event that has a 10% chance of exceedance in a 50-year exposure period or a 475-year return period. Such reports utilize the ASTM Standard E2026-07 and E2557-07 definitions for Scenario Expected Loss.

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Servicing. Bank of America currently services or contracts with third party servicers (for example, Wells Fargo Bank, National Association) for servicing the mortgage loans that it originates or acquires. Such interim servicers are assessed based upon the credit quality of the servicing institution and may be reviewed for their systems and reporting capabilities, collection procedures and ability to provide loan-level data. In addition, Bank of America may conduct background checks, meet with senior management to determine whether the servicer complies with industry standards or otherwise monitor the servicer on an ongoing basis.

Exceptions to Underwriting Standards. One or more of the mortgage loans originated by Bank of America may vary from the specific Bank of America underwriting guidelines described above when additional credit positive characteristics are present as discussed above. In addition, in the case of one or more of the mortgage loans originated by Bank of America, Bank of America may not have applied each of the specific underwriting guidelines described above as the result of case-by-case permitted flexibility based upon other compensating factors. None of the Bank of America mortgage loans was originated with any material exceptions to Bank of America’s underwriting guidelines described above.

Review of Bank of America Mortgage Loans

General. In connection with the preparation of this prospectus, Bank of America conducted a review of the mortgage loans that it is selling to the depositor designed and effected to provide reasonable assurance that the disclosure related to the Bank of America mortgage loans is accurate in all material respects. Bank of America determined the nature, extent and timing of the review and the level of assistance provided by any third party. The review was conducted by a deal team comprised of real estate and securitization professionals and third parties. Bank of America has ultimate authority and control over, and assumes all responsibility for and attributes to itself, the review and the findings and conclusions of the review of the mortgage loans that it is selling to the depositor. The procedures described below were employed with respect to all of the Bank of America mortgage loans, except that certain procedures were only relevant to the large loan disclosures in this prospectus, as further described below. No sampling procedures were used in the review process.

Database. Bank of America created a database (the “Bank of America Securitization Database”) of information obtained in connection with the origination of the Bank of America mortgage loans, including:

● certain information from the related mortgage loan documents;

● certain borrower-provided information, including certain rent rolls, certain operating statements and certain leases relating to certain mortgaged properties;

● insurance information for the related mortgaged properties;

● information from third party reports such as the appraisals, environmental and property condition reports;

● credit and background searches with respect to the related borrowers; and

● certain other information and search results obtained by Bank of America for each of the Bank of America mortgage loans during the underwriting process.

Bank of America may have included in the Bank of America Securitization Database certain updates to such information received by Bank of America after origination, such as

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information from the interim servicer regarding loan payment status, current escrows, updated operating statements and rent rolls and certain other information otherwise brought to the attention of the Bank of America securitization team. Such updates were not intended to be, and do not serve as, a re-underwriting of any mortgage loan.

Bank of America created a data file (the “Bank of America Data File”) using the information in the Bank of America Securitization Database and provided that file to the depositor for use in compiling the numerical information regarding the Bank of America mortgage loans in this prospectus (particularly in Annexes A-1, A-2 and A-3).

Data Comparisons and Recalculation. The depositor or its affiliate, on behalf of Bank of America, engaged a third party accounting firm to perform certain data comparison and recalculation procedures, which were designed by Bank of America relating to Bank of America mortgage loan information in this prospectus. These procedures included:

● comparing the information in the Bank of America Data File against various source documents provided by Bank of America;

● comparing numerical information regarding the Bank of America mortgage loans and the related mortgaged properties disclosed in this prospectus against the information contained in the Bank of America Data File; and

● recalculating certain percentages, ratios and other formulas relating to the Bank of America mortgage loans disclosed in this prospectus.

Legal Review. For each Bank of America mortgage loan, Bank of America reviewed a legal loan and property information summary prepared by origination counsel, which summary includes important loan terms and certain property-level information obtained during the origination process. Bank of America also provided to each origination counsel a standardized set of representations and warranties similar to those attached as Annex D-1 and requested that origination counsel identify potential exceptions to such standard representations and warranties. Bank of America compiled and reviewed the potential exceptions received from origination counsel, engaged separate counsel to review the exceptions against the actual representations and warranties attached as Annex D-1, revised the exceptions and provided them to the depositor for inclusion in Annex D-2.

For Bank of America mortgage loans purchased by Bank of America or one of its affiliates, if any, from a third party originator, Bank of America reviewed the related purchase agreement, the representations and warranties made by the originator contained therein (together with the exceptions thereto) and certain provisions of the related loan documents and third party reports concerning the related mortgaged property that were provided by the originator of such mortgage loan. With respect to each such Bank of America mortgage loan, Bank of America and its counsel prepared exceptions to the representations and warranties attached as Annex D-1 and provided them to the depositor for inclusion in Annex D-2.

In addition, with respect to each Bank of America mortgage loan, Bank of America reviewed, and in certain cases, requested that its counsel review, certain loan document provisions in connection with the disclosure of such provisions in this prospectus, such as property release provisions and other provisions specifically disclosed in this prospectus.

Certain Updates. Bank of America requested that each borrower under a Bank of America mortgage loan (or such borrower’s origination or litigation counsel, as applicable) provide updates on any significant pending litigation that existed at origination. In addition,

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if Bank of America became aware of a significant natural disaster in the vicinity of a mortgaged property securing a Bank of America mortgage loan, Bank of America requested information on the property status from the related borrower in order to confirm whether any material damage to the mortgaged property had occurred.

Large Loan Summaries. Bank of America prepared, and reviewed with origination counsel and securitization counsel, the loan summaries for those of the Bank of America mortgage loans included in the ten (10) largest mortgage loans in the mortgage pool and the abbreviated loan summaries for those of the Bank of America mortgage loans included in the next five (5) largest mortgage loans in the mortgage pool, which loan summaries and abbreviated loan summaries are incorporated in Annex A-3.

Underwriting Standards. Bank of America also consulted with origination counsel to confirm that the Bank of America mortgage loans were originated in compliance with the origination and underwriting standards described above under “—Bank of America’s Commercial Mortgage Loan Underwriting Standards”, as well as to identify any material deviations from those origination and underwriting standards. See “—Bank of America’s Commercial Mortgage Loan Underwriting Standards—Exceptions to Underwriting Standards” above.

Findings and Conclusions. Bank of America found and concluded with reasonable assurance that the disclosure regarding the Bank of America mortgage loans in this prospectus is accurate in all material respects. Bank of America also found and concluded with reasonable assurance that the Bank of America mortgage loans were originated in accordance with Bank of America’s origination procedures and underwriting standards, except to the extent described above under “—Bank of America’s Commercial Mortgage Loan Underwriting Standards—Exceptions to Underwriting Standards”.

Review Procedures in the Event of a Mortgage Loan Substitution. Bank of America will perform a review of any Bank of America mortgage loan that it elects to substitute for a Bank of America mortgage loan in the pool in connection with a material breach of a representation or warranty or a material document defect. Bank of America, and if appropriate its legal counsel, will review the mortgage loan documents and servicing history of the substitute mortgage loan to confirm it meets each of the criteria required under the terms of the related mortgage loan purchase agreement and the related pooling and servicing agreement (the “BANA Qualification Criteria”). Bank of America may engage a third party accounting firm to compare the BANA Qualification Criteria against the underlying source documentation to verify the accuracy of the review by Bank of America and to confirm any numerical and/or statistical information to be disclosed in any required filings under the Exchange Act. Legal counsel will also be engaged by Bank of America to render any tax opinion required in connection with the substitution.

Repurchases and Replacements. The following table sets forth, for the period commencing January 1, 2015, and ending December 31, 2017, the information required by Rule 15Ga-1 under the Exchange Act concerning all assets securitized by Bank of America that were the subject of a demand to repurchase or replace for breach of the representations and warranties concerning the pool assets for all asset-backed securities held by non-affiliates of Bank of America where the underlying transaction agreements included a covenant to repurchase or replace an underlying asset of the commercial real estate loan asset class. The information for Bank of America as a securitizer of commercial real estate loans required to be set forth in a Form ABS-15G for the reporting period from October 1, 2017, through December 31, 2017, was set forth in a Form ABS-15G filed by Bank of America on February 8, 2018. The Central Index Key Number of Bank of America is 0001102113.

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Repurchases and Replacements
Asset Class: Commercial Mortgages

Name of Issuing Entity	Check if Registered	Name of Originator1	Total Assets in ABS by Originator			Assets That Were Subject of Demand2			Assets That Were Repurchased or Replaced3			Assets Pending Repurchase or Replacement (within cure period)			Demand in Dispute4			Demand Withdrawn5			Demand Rejected6
			#	$	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2005-4 (0001338265)	X	Bear Stearns Commercial Mortgage, Inc.	18	22,163,901	89.26	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2005-4 (0001338265)	X	Bank of America, N.A.	55	2,668,138	10.74	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2005-4 (0001338265)	X	Bridger Commercial Funding LLC	55	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	1	0	0.00	0	0	0.00	0	0	0.00
LaSalle Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2006-MF48		Bank of America, N.A. (as successor by merger to LaSalle Bank National Association)	375	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	375	0	0.00	0	0	0.00
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2007-39 (0001404501)	X	Eurohypo AG, New York Branch	22	112,294,963	43.96	0	0	0.00	0	0	0.00	0	0	0.00	1	4,200,000	1.64	0	0	0.00	0	0	0.00
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2007-39 (0001404501)	X	Bank of America, N.A.	85	109,149,359	42.73	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2007-39 (0001404501)	X	Bridger Commercial Funding LLC	16	30,899,821	12.10	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00

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Name of Issuing Entity	Check if Registered	Name of Originator1	Total Assets in ABS by Originator			Assets That Were Subject of Demand2			Assets That Were Repurchased or Replaced3			Assets Pending Repurchase or Replacement (within cure period)			Demand in Dispute4			Demand Withdrawn5			Demand Rejected6
			#	$	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2007-39 (0001404501)	X	SunTrust Bank	25	3,125,158	1.22	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2007-39 (0001404501)	X	Hypo Real Estate Capital Corporation	3	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
Citigroup Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2007-C68 (0001403924)	X	Citigroup Global Markets Realty Corp.	119	75,426,661	53.01	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
Citigroup Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2007-C68 (0001403924)	X	Bank of America, N.A. (as successor by merger to LaSalle Bank National Association)	118	56,528,152	39.73	0	0	0.00	0	0	0.00	0	0	0.00	1	8,220,279	5.78	0	0	0.00	0	0	0.00
Citigroup Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2007-C68 (0001403924)	X	Capmark Finance Inc.	29	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
Citigroup Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2007-C68 (0001403924)	X	PNC Bank, National Association	52	10,336,334	7.26	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2007-59 (0001420805)	X	Bank of America, N.A.	80	280,770,909	95.87	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	1	0	0.00	0	0	0.00
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2007-59 (0001420805)	X	Bridger Commercial Funding LLC	20	12,084,646	4.13	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
Commercial Mortgages Total			1,072	715,448,043		0	0		0	0		0	0		3	12,420,279		376	0		0	0

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⁽¹⁾ The originator is the party identified by Bank of America using the same methodology as Bank of America would use to identify the originator of assets for purposes of complying with Item 1110 of Regulation AB in connection with registered offerings of asset-backed securities in the same asset class.

⁽²⁾ Reflects assets subject to demands to repurchase or replace that were received during the period from January 1, 2014 to December 31, 2017. Activity with respect to demands received during and, if applicable, prior to such period ended December 31, 2017, is reflected elsewhere in this table. If an asset changed status during such period ended December 31, 2017, information regarding the asset will appear in this column and the other applicable column in this table.

Bank of America undertook the following steps to gather the information required by Rule 15Ga-1 under the Exchange Act: (i) identifying all asset-backed securities transactions in which we acted as a securitizer that were not the subject of a filing on Form ABS-15G by an affiliated securitizer, (ii) performing a diligent search of our records and the records of affiliates that acted as securitizers in our transactions for all relevant information, (iii) reviewing appropriate documentation from all relevant transactions to determine the parties responsible for enforcing representations and warranties, and any other parties to the transaction who might reasonably be expected to have received repurchase requests (such parties, “Demand Entities”), and (iv) making written request of each Demand Entity to provide any information in its possession regarding requests or demands to repurchase any loans for a breach of a representation or warranty with respect to any relevant transaction that was not previously provided to us. We followed up written requests made of Demand Entities as we deemed appropriate. In addition, we requested information from trustees and other Demand Entities as to investor demands that occurred prior to July 22, 2010. It is possible that this disclosure does not contain information about all investor demands upon those parties made prior to July 22, 2010.

⁽³⁾ Reflects assets that were repurchased or replaced during the period from January 1, 2014 to December 31, 2017. Where applicable, the demand for repurchase or replacement relating to any asset reported in this column may have been received prior to such period.

⁽⁴⁾ Includes assets for which any of the following situations apply as of December 31, 2017:

a. A related demand to repurchase or replace such asset was received by the representing party but not yet responded to by December 31, 2017;

b. The representing party has responded to one or more related demands to repurchase or replace such asset by refuting the allegations supporting the most recent such demand and rejecting the repurchase demand but the party demanding repurchase or replacement of such asset has responded to such rejection and continues to assert the merits of its demand; or

c. The representing party and the party demanding repurchase or replacement of such asset acknowledge that the ongoing dispute over the merits of such demand may not be readily resolved.

Where applicable, the demand for repurchase or replacement relating to any asset reported in this column may have been received prior to the period from January 1, 2014 to December 31, 2017.

⁽⁵⁾ Includes assets for which the party demanding the repurchase or replacement of such asset has agreed to rescind its demand. Where applicable, the demand for repurchase or replacement relating to any asset reported in this column may have been received prior to the period ended December 31, 2017.

⁽⁶⁾ Reflects assets for which the representing party has responded to one or more related demands to repurchase or replace such asset by refuting the allegations supporting such demand and rejecting the repurchase demand(s) and the party demanding repurchase or replacement of such asset has not responded to the most recent such rejection as of December 31, 2017.

⁽⁷⁾ An outstanding principal balance shown in this column is calculated (a) for any asset that has not been liquidated, as the remaining outstanding principal balance of the asset at the earlier of the date on which it was repurchased, or replaced, if applicable, and December 31, 2017, or (b) for any asset no longer part of the pool assets at the end of the reporting period, as zero.

⁽⁸⁾ With respect to this securitization transaction, the information for Bank of America as a securitizer of commercial real estate loans required to be set forth in a Form ABS-15G for (a) the initial reporting period from January 1, 2009 through December 31, 2011, was set forth in the Form ABS-15G filed by Bank of America on February 14, 2012 (and subsequently amended by filing on August 23, 2012) and (b) for periods thereafter in the quarterly Form ABS-15G filings by Bank of America. The most recent such quarterly filing by Bank of America was on February 8, 2018. The Central Index Key Number of Bank of America is 0001102113.

⁽⁹⁾ With respect to this securitization transaction, the information for Bank of America as a securitizer of commercial real estate loans required to be set forth in a Form ABS-15G for (a) the initial reporting period from January 1, 2009 through December 31, 2011, was set forth in the Form ABS-15G filed by Banc of America Merrill Lynch Commercial Mortgage, Inc. (“BAMLCM”) on February 14, 2012 (and subsequently amended by filing on November 8, 2012) and (b) for periods thereafter in the quarterly Form ABS-15G filings by BAMLCM. The most recent such quarterly filing by BAMLCM was on February 8, 2018. The Central Index Key Number of BAMLCM is 0001005007.

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Retained Interests in This Securitization

Neither Bank of America nor any of its affiliates will retain on the Closing Date any certificates issued by the issuing entity or any other economic interest in this securitization, except that Bank of America will retain $9,910,961.59 Certificate Balance of the RR Interest. However, Bank of America or its affiliates may from time to time after the initial sale of the certificates to investors on the Closing Date, acquire additional certificates pursuant to secondary market transactions. Any such party will have the right to dispose of any such certificates (other than Bank of America’s portion of the RR Interest) at any time. Bank of America will be required to retain its portion of RR Interest in compliance with the Credit Risk Retention Rules. See “Credit Risk Retention”.

Morgan Stanley Mortgage Capital Holdings LLC

Morgan Stanley Mortgage Capital Holdings LLC, a New York limited liability company formed in March 2007 (“MSMCH”), is a sponsor of this transaction, one of the mortgage loan sellers and the anticipated initial risk retention consultation party of this securitization. MSMCH is a successor to Morgan Stanley Mortgage Capital Inc., a New York corporation formed in 1984, which was merged into MSMCH on June 15, 2007. Since the merger, MSMCH has continued the business of Morgan Stanley Mortgage Capital Inc. MSMCH is a direct wholly owned subsidiary of Morgan Stanley (NYSE: MS) and its executive offices are located at 1585 Broadway, New York, New York 10036, telephone number (212) 761-4000. MSMCH also has offices in Los Angeles, California, Dallas, Texas and Sterling, Virginia.

Morgan Stanley Bank, N.A., a national banking association (“Morgan Stanley Bank” and, together with MSMCH, the “Morgan Stanley Group”), is the originator of all of the mortgage loans that MSMCH is contributing to this securitization (the “MSMCH Mortgage Loans”), representing approximately 15.7% of the Initial Pool Balance, which MSMCH will acquire on or prior to the Closing Date and contribute to this securitization. Morgan Stanley Bank is an indirect wholly owned subsidiary of Morgan Stanley (NYSE: MS) and its headquarters are located at One Utah Center, 201 Main Street, Salt Lake City, Utah 84111, telephone number (801) 236-3600. Morgan Stanley Bank also has offices in New York, New York.

MSMCH and Morgan Stanley Bank are each an affiliate of each other and of Morgan Stanley Capital I Inc., the depositor, and Morgan Stanley & Co. LLC, an underwriter.

Morgan Stanley Group’s Commercial Mortgage Securitization Program

The Morgan Stanley Group originates and purchases multifamily, commercial and manufactured housing community mortgage loans primarily for securitization or resale.

MSMCH. MSMCH has been involved with warehouse and repurchase financing to residential mortgage lenders, has in the past purchased residential mortgage loans for securitization or resale, or for its own investment, and has previously acted as a sponsor of residential mortgage loan securitizations. MSMCH (or its predecessor) has been active as a sponsor of securitizations of commercial mortgage loans since its formation.

As a sponsor, MSMCH originates or acquires mortgage loans and, either by itself or together with other sponsors or mortgage loan sellers, initiates the securitization of the mortgage loans by transferring the mortgage loans to a securitization depositor, including Morgan Stanley Capital I Inc., or another entity that acts in a similar capacity. In coordination with its affiliate, Morgan Stanley & Co. LLC, and other underwriters, MSMCH works with rating agencies, investors, mortgage loan sellers and servicers in structuring

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securitization transactions. MSMCH has acted as sponsor and mortgage loan seller both in transactions in which it is the sole sponsor or mortgage loan seller and in transactions in which other entities act as sponsor or mortgage loan seller. MSMCH’s previous securitization programs, identified as “IQ”, “HQ” and “TOP”, typically involved multiple mortgage loan sellers.

Substantially all mortgage loans originated or acquired by MSMCH are either sold to securitizations as to which MSMCH acts as either sponsor or mortgage loan seller (or both) or otherwise sold or syndicated. Mortgage loans originated and securitized by MSMCH include both fixed rate and floating rate mortgage loans and both large mortgage loans and conduit mortgage loans (including those shown in the table below), and such mortgage loans were included in both public and private securitizations. MSMCH also originates subordinate and mezzanine debt which is generally not securitized.

MSMCH’s large mortgage loan program typically originates mortgage loans larger than $50 million, although MSMCH’s conduit mortgage loan program also sometimes originates such large mortgage loans. MSMCH originates commercial mortgage loans secured by multifamily, office, retail, industrial, hotel, manufactured housing community and self storage properties. The largest property concentrations of MSMCH securitized loans have been in retail and office properties, and the largest geographic concentrations have been in California and New York.

The following table sets forth information with respect to originations and securitizations of multifamily, commercial and manufactured housing community mortgage loans by the Morgan Stanley Group for the five years ending on December 31, 2017.

Period	Total Mortgage Loans(1)(2)	Total Mortgage Loans Securitized with Affiliated Depositor(2)	Total Mortgage Loans Securitized with Non-Affiliated Depositor(2)	Total Mortgage Loans Securitized(2)
Year ending December 31, 2017	15.6	5.6	3.0	8.6
Year ending December 31, 2016	9.2	2.4	1.6	4.0
Year ending December 31, 2015	10.8	5.6	2.8	8.4
Year ending December 31, 2014	11.9	4.8	0.4	5.2
Year ending December 31, 2013	7.5	5.5	1.2	6.6

⁽¹⁾ Includes all mortgage loans originated or purchased by MSMCH (or its predecessor) in the relevant year. Mortgage loans originated in a given year that were not securitized in that year generally were held for securitization in the following year or sold to third parties.

⁽²⁾ Approximate amounts shown in billions of dollars.

Morgan Stanley Bank. Morgan Stanley Bank has been originating financial assets, including multifamily, commercial and manufactured housing community mortgage loans, both for purposes of holding those assets for investment and for resale, including through securitization, since at least 2011. For the period from January 1, 2011 to March 31, 2018, Morgan Stanley Bank originated multifamily, commercial and manufactured housing community mortgage loans in the aggregate original principal amount of approximately $51,318,247,611.

Morgan Stanley Bank originates commercial mortgage loans secured by multifamily, office, retail, industrial, hotel, manufactured housing community and self storage properties, which it either holds for investment or sells or otherwise syndicates. The largest property concentrations of commercial mortgage loans originated by Morgan Stanley Bank are in retail and office properties, and the largest geographic concentrations are in California and New York. Commercial mortgage loans originated by Morgan Stanley Bank include both fixed rate and floating rate mortgage loans and both large mortgage loans and conduit

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mortgage loans, and such mortgage loans are expected to be included in both public and private securitizations. Morgan Stanley Bank also originates subordinate and mezzanine debt, which generally is not expected to be securitized. Morgan Stanley Bank’s large mortgage loan program originates mortgage loans larger than $50 million, although Morgan Stanley Bank’s conduit mortgage loan program also sometimes originates such large mortgage loans.

The Morgan Stanley Group’s Underwriting Standards

Overview. Commercial mortgage loans originated or co-originated by the Morgan Stanley Group are primarily originated in accordance with the procedures and underwriting standards described below. However, given the unique nature of income-producing real properties, variations from these procedures and standards may be implemented as a result of various conditions, including a mortgage loan’s specific terms, the quality or location of the underlying real estate, the mortgaged property’s tenancy profile, the background or financial strength of the borrower or loan sponsor and any other pertinent information deemed material by the member of the Morgan Stanley Group that is the originator of the related mortgage loan (the related “Morgan Stanley Origination Entity”). Therefore, this general description of the Morgan Stanley Group’s origination procedures and underwriting standards is not intended as a representation that every commercial mortgage loan originated by the Morgan Stanley Group (or on its behalf) complies entirely with all standards set forth below. For important information about any circumstances that have affected the underwriting of the MSMCH Mortgage Loans, see “—Exceptions to Underwriting Standards” below.

Process. The credit underwriting process for each commercial mortgage loan is performed by a deal team comprised of real estate professionals that typically includes a commercial loan originator, underwriter and closer subject to the oversight and ultimate review and approval of the related Morgan Stanley Origination Entity. This team conducts a review of the related mortgaged property, which typically includes an examination of the following information, to the extent both applicable and available: historical operating statements, rent rolls, certain tenant leases, current and historical real estate tax information, insurance policies and/or schedules and third party reports pertaining to appraisal, valuation, zoning, environmental status, physical condition and seismic and other engineering characteristics (see “—Escrow Requirements”, “—Zoning and Land Use”, “—Title Insurance Policy”, “—Property Insurance” and “—Third Party Reports” below). In some cases, certain of these documents may not be reviewed due to the nature of the related mortgaged property. For instance, historical operating statements may not be available with respect to a mortgaged property with a limited operating history or that has been recently acquired by its current owner. In addition, rent rolls would not be examined for certain property types (e.g., hospitality properties), and executed tenant leases would not be examined for certain property types (e.g., hospitality, self storage, multifamily and manufactured housing community properties), although forms of leases would typically be reviewed.

A member of the deal team or one of its agents performs an inspection of the mortgaged property as well as a review of the surrounding market environment (including demand generators, competing properties (if any) and proximity to major thoroughfares and transportation centers) in order to confirm tenancy information, assess the physical quality and attributes (e.g., age, renovations, condition, parking, amenities, class, etc.) of the collateral, determine visibility and access characteristics and evaluate the mortgaged property’s competitiveness within its market.

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The deal team or one of its agents also performs a detailed review of the financial status, credit history, credit references and background of the borrower and certain key principals using financial statements, income tax returns, criminal and background investigations and searches in select jurisdictions for judgments, liens, bankruptcy and pending litigation. Circumstances may also warrant an examination of the financial strength and credit of key tenants as well as other factors that may impact the tenants’ ongoing occupancy or ability to pay rent.

After the compilation and review of all documentation and other relevant considerations, the deal team finalizes its detailed underwriting analysis of the mortgaged property’s cash flow in accordance with property-specific, cash flow underwriting guidelines.

Determinations are also made regarding the implementation of appropriate loan terms to address certain risks, resulting in features such as ongoing escrows or up-front reserves, letters of credit, lockboxes, cash management agreements and guarantees. A complete credit committee package is prepared to summarize all of the above referenced information and circulated to credit committee for review.

Credit Approval. All commercial mortgage loans must be presented to one or more credit committees that include senior real estate professionals, among others. After a review of the credit committee package and a discussion of a mortgage loan, the committee may approve the mortgage loan as recommended, request additional due diligence, modify the terms or reject the mortgage loan entirely.

Debt Service Coverage and Loan to Value Requirements. The Morgan Stanley Group’s underwriting standards generally require a minimum debt service coverage ratio of 1.20x and permit a maximum loan-to-value ratio of 80%; however, these thresholds are guidelines, and exceptions may be made based on the merits of each individual mortgage loan, such as the types of tenants, reserves, letters of credit, guarantees and the related Morgan Stanley Origination Entity’s assessment of the mortgaged property’s future performance. The debt service coverage ratio guidelines set forth above are calculated based on underwritten net cash flow at origination. The debt service coverage ratio for each mortgage loan as reported in this prospectus and Annex A-1 hereto may differ from the amount calculated at the time of origination because updates to the information used to calculate such amounts may have become available during the period between origination and the date of this prospectus.

Certain mortgaged properties may also be encumbered by subordinate debt (or the direct or indirect ownership interests in the related borrower may be encumbered by mezzanine debt). It is possible that the related Morgan Stanley Origination Entity or an affiliate thereof will be a lender on such additional debt and may either sell such debt to an unaffiliated third party or hold it in inventory. When such subordinate or mezzanine debt is taken into account, the aggregate debt with respect to the related mortgaged property may not conform to the aforementioned debt service coverage ratio and loan-to-value ratio parameters.

Amortization Requirements. The Morgan Stanley Group’s underwriting guidelines generally permit a maximum amortization period of 30 years. Certain mortgage loans may provide for interest-only payments through maturity or for a portion of the commercial mortgage loan term. If a mortgage loan has a partial interest-only period, the monthly debt service and the U/W NCF DSCR set forth in this prospectus and Annex A-1 reflect a calculation of both the interest-only payments and the future (larger) amortizing loan payment. See “Description of the Mortgage Pool” in this prospectus.

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Escrow Requirements. A Morgan Stanley Origination Entity may require borrowers to fund escrows for taxes, insurance, capital expenditures and replacement reserves. In addition, a Morgan Stanley Origination Entity may identify certain risks that warrant additional escrows or holdbacks for items to be released to the borrower upon the satisfaction of certain conditions. Such escrows or holdbacks may cover, among other things, tenant improvements and leasing commissions, deferred maintenance, environmental remediation and unfunded obligations. Springing escrows may also be structured for identified risks such as specific rollover exposure, to be triggered upon the non-renewal of one or more key tenants. In some cases, in lieu of maintaining a cash reserve, the borrower may be allowed to post a letter of credit or guaranty or provide periodic evidence of timely payment of a typical escrow item. Escrows are evaluated on a case-by-case basis and are not required for all commercial mortgage loans.

Generally, the Morgan Stanley Group requires escrows as follows:

● Taxes. An initial deposit and monthly escrow deposits equal to 1/12 of the annual property taxes (based on the most recent property assessment and the current millage rate; however, if the actual tax amount owing in the upcoming year is not available, the required annual reserve amount will generally be between 100% and 105% of the preceding year’s tax amount) are typically required to satisfy taxes and assessments, except that such escrows may not be required in certain circumstances, including, but not limited to, situations where (i) the loan sponsor is an institutional sponsor or a high net worth individual or (ii) the related mortgaged property is a single tenant property with respect to which the related tenant is required to pay taxes directly.

● Insurance. An initial deposit at origination (which may be equal to one or more months of the required monthly amount) and subsequent monthly escrow deposits equal to 1/12 of an amount generally between 100% and 105% of the annual property insurance premium are typically required to pay insurance premiums, except that such escrows may not be required in certain circumstances, including, but not limited to, situations where (i) the loan sponsor is an institutional sponsor or a high net worth individual, (ii) the related borrower maintains a blanket insurance policy or (iii) the related mortgaged property is a single tenant property with respect to which the related tenant self-insures.

● Replacement Reserves. Replacement reserves are generally calculated in accordance with the expected useful life of the components of the mortgaged property during the term of the mortgage loan. Annual replacement reserves are generally underwritten to the suggested replacement reserve amount from an independent, third-party property condition or engineering report, or to certain minimum requirements depending on the property type, except that such escrows may not be required in certain circumstances, including, but not limited to, situations where the related mortgaged property is a single tenant property with respect to which the related tenant is responsible for all repairs and maintenance, including those required with respect to the roof and structure of the improvements.

● Tenant Improvements and Leasing Commissions. A reserve for tenant improvements and leasing commissions may be required to be funded at loan origination and/or during the term of the mortgage loan to cover anticipated tenant improvements or leasing commissions costs that might be associated with re-leasing certain space, except that such escrows may not be required in certain circumstances, including, but not limited to, situations where (i) the related mortgaged property is a single tenant property and the tenant’s lease extends

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beyond the loan term or (ii) the rent at the related mortgaged property is considered below market.

● Deferred Maintenance. A reserve for deferred maintenance may be required to be funded at loan origination in an amount generally between 100% and 125% of the estimated cost of material immediate repairs or replacements identified in the physical condition report, except that such escrows may not be required in certain circumstances, including, but not limited to, situations where (i) the sponsor of the borrower delivers a guarantee to complete the immediate repairs in a specified amount of time, (ii) the deferred maintenance amount does not materially impact the related mortgaged property’s function, performance or value or isde minimis in relation to the loan amount or (iii) the related mortgaged property is a single tenant property and the tenant is responsible for the repairs.

● Furniture, Fixtures and Equipment. A reserve for furniture, fixtures and equipment expenses may be required to be funded during the term of the mortgage loan based on the suggested reserve amount from an independent, third-party property condition or engineering report, or based on certain minimum requirements depending on the property type.

● Environmental Remediation. A reserve for environmental remediation may be required to be funded at loan origination in an amount generally between 100% and 150% of the estimated remediation cost identified in the environmental report, except that such escrows may not be required in certain circumstances, including, but not limited to, situations where (i) the sponsor of the borrower delivers a guarantee whereby it agrees to take responsibility and pay for identified environmental issues or (ii) environmental insurance has been obtained or already in place.

For a description of the escrows collected with respect to the MSMCH Mortgage Loans, please see Annex A-1.

Zoning and Land Use. With respect to each mortgage loan, the related Morgan Stanley Origination Entity and its origination counsel will generally examine whether the use and occupancy of the related mortgaged property is in material compliance with zoning, land-use, building rules, regulations and orders then applicable to that mortgaged property. Evidence of this compliance may be in the form of one or more of the following: legal opinions, surveys, recorded documents, temporary or permanent certificates of occupancy, letters from government officials or agencies, title insurance endorsements, engineering or consulting reports, zoning reports and representations by the related borrower. In some cases, a mortgaged property may constitute a legal non-conforming use or structure. In such cases, the related Morgan Stanley Origination Entity may require an endorsement to the title insurance policy or the acquisition of law and ordinance insurance with respect to the particular non-conformity unless it determines that: (i) the non-conformity should not have a material adverse effect on the ability of the borrower to rebuild, (ii) if the improvements are rebuilt in accordance with currently applicable law, the value and performance of the mortgaged property would be acceptable, (iii) any major casualty that would prevent rebuilding has a sufficiently remote likelihood of occurring or (iv) a cash reserve, a letter of credit or an agreement imposing recourse liability from a principal of the borrower is provided to cover losses.

Title Insurance Policy. Each borrower is required to provide, and the related Morgan Stanley Origination Entity or its origination counsel typically will review, a title insurance policy for the related mortgaged property. Such title insurance policies typically must (i) be

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written by a title insurer licensed to do business in the jurisdiction where the mortgaged property is located, (ii) be in an amount at least equal to the original principal balance of the mortgage loan, (iii) have protection and benefits run to the mortgagee and its successors and assigns, (iv) be written on an American Land Title Association form or equivalent policy promulgated in the jurisdiction where the mortgaged property is located and (v) if a survey was prepared, have a legal description of the mortgaged property in the title policy that conforms to that shown on the survey.

Property Insurance. The Morgan Stanley Group requires each borrower to provide evidence of a hazard insurance policy with a customary deductible and coverage in an amount at least equal to the greater of (i) the outstanding principal balance of the mortgage loan or (ii) the amount necessary to prevent the borrower from becoming a co-insurer. Such policies do not permit reduction in insurance proceeds for depreciation, except that a policy may permit a deduction for depreciation in connection with a cash settlement after a casualty if the insurance proceeds are not being applied to rebuild or repair the damaged improvements.

Third Party Reports. In addition to or as part of applicable origination guidelines or reviews described above, in the course of originating the applicable mortgage loans, the related Morgan Stanley Origination Entity generally considers the results of third party reports as described below. New reports are generally ordered, although existing reports dated no more than twelve (12) months prior to closing may be used (subject, in certain cases, to updates). In many instances, however, one or more provisions of the guidelines were waived or modified in light of the circumstances of the relevant mortgage loan or mortgaged property.

● Appraisal. The related Morgan Stanley Origination Entity generally obtains an appraisal for each mortgaged property prepared by an appraisal firm approved by it to assess the value of the property. Each report is reviewed by the related Morgan Stanley Origination Entity or its designated agent. The report may utilize one or more approaches to value: (i) cost approach; (ii) sale comparison approach and/or (iii) income approach (including both the direct cap and discount cash flow methods). Each appraisal also includes a statement by the appraiser that the Uniform Standards of Professional Appraisal Practice (USPAP) and the guidelines of Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (FIRREA), as amended, were followed in preparing the appraisal. There can be no assurance that another person would not have arrived at a different valuation, even if such person used the same general approach to, and same method of, valuing the property. Moreover, such appraisals sought to establish the amount a typically motivated buyer would pay a typically motivated seller. Such amount could be significantly higher than the amount obtained from the sale of a mortgaged property under a distress or liquidation sale. Information regarding the values of the mortgaged properties as of the date of the related appraisal is presented in this prospectus for illustrative purposes only.

● Environmental Report. The related Morgan Stanley Origination Entity generally obtains a Phase I site assessment or an update of a previously obtained site assessment for each mortgaged property generally within the twelve-month period preceding the origination of the related mortgage loan and in each case prepared by an environmental firm approved by such Morgan Stanley Origination Entity. Such Morgan Stanley Origination Entity or its designated agent typically reviews the Phase I site assessment to verify the presence or absence of potential adverse environmental conditions. An environmental assessment conducted at any particular real property collateral will not necessarily cover all potential environmental issues.

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For example, an analysis for radon, lead-based paint, mold and lead in drinking water will usually be conducted only at multifamily rental properties and only when the related Morgan Stanley Origination Entity or the environmental consultant believes that such an analysis is warranted under the circumstances. Upon the recommendation of the environmental consultant conducting the Phase I assessment with respect to a mortgaged property, a Phase II assessment will be ordered and/or an operations and maintenance plan with respect to asbestos, mold or lead based paint will be implemented. In certain cases, environmental insurance may be acquired in lieu of further testing. In certain cases, the Phase I or Phase II assessment may have disclosed the existence of or potential for adverse environmental conditions, generally the result of the activities of identified tenants, adjacent property owners or previous owners of the mortgaged property. In certain of such cases, the related borrowers were required to establish operations and maintenance plans, monitor the mortgaged property, abate or remediate the condition and/or provide additional security such as letters of credit, reserves or stand-alone secured creditor impaired property policies.

● Physical Condition Report. The related Morgan Stanley Origination Entity generally obtains a current physical condition report for each mortgaged property prepared by an engineering firm approved by it to assess the overall physical condition and engineering integrity of the improvements at the mortgaged property, including an inspection of representative property components, systems and elements, an evaluation of their general apparent physical condition and an identification of physical deficiencies associated with structural, fixture, equipment or mechanical building components. Such Morgan Stanley Origination Entity or an agent thereof typically reviews the report to determine the physical condition of the mortgaged property and to determine the anticipated costs of necessary repair, replacement and major maintenance or capital expenditure over the term of the mortgage loan. In cases in which the report identifies an immediate need for material repairs or replacements with an anticipated cost that is over a certain minimum threshold or percentage of loan balance, the related Morgan Stanley Origination Entity often requires an escrow at the time of origination in an amount sufficient to complete such repairs or replacements or obtains a guarantee from a sponsor of the borrower in lieu of reserves. Such Morgan Stanley Origination Entity also often requires the collection of ongoing escrows for the continued maintenance of the property based on the conclusions of the report. See “—Escrow Requirements” above.

● Seismic Report. The related Morgan Stanley Origination Entity generally obtains a seismic report for all mortgaged properties located in seismic zones 3 or 4 to assess the estimated damage that may result from a seismic event that has a 10% chance of exceedance in a 50-year exposure period or a 475-year return period. Such reports utilize the ASTM Standard E2026-07 and E2557-07 definitions for Scenario Expected Loss. Generally, any of the mortgage loans as to which the property was estimated to have a scenario expected limit in excess of 20% would be conditioned on satisfactory earthquake insurance.

Servicing. The Morgan Stanley Origination Entities currently contract with third party servicers for servicing the mortgage loans that they originate or acquire. Such interim servicers are assessed based upon the credit quality of the servicing institution and may be reviewed for their systems and reporting capabilities, collection procedures and ability to provide loan-level data. In addition, a Morgan Stanley Origination Entity may meet with senior management to determine whether the servicer complies with industry standards or otherwise monitor the servicer on an ongoing basis. No Morgan Stanley Origination Entity

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or any of its affiliates currently acts as servicer of the mortgage loans in its commercial or residential mortgage loan securitizations.

Exceptions to Underwriting Standards. One or more of the MSMCH Mortgage Loans may vary from the specific Morgan Stanley Group underwriting guidelines described above when additional credit positive characteristics are present as discussed above. In addition, in the case of one or more of the MSMCH Mortgage Loans, the related Morgan Stanley Origination Entity or another originator may not have applied each of the specific underwriting guidelines described above as the result of case-by-case permitted flexibility based upon other compensating factors. None of the MSMCH Mortgage Loans were originated with any material exceptions from the Morgan Stanley Group underwriting guidelines and procedures.

Review of MSMCH Mortgage Loans

General. In connection with the preparation of this prospectus, MSMCH conducted a review of the mortgage loans that it is selling to the depositor designed and effected to provide reasonable assurance that the disclosure related to the MSMCH Mortgage Loans is accurate in all material respects. MSMCH determined the nature, extent and timing of the review and the level of assistance provided by any third party. The review was conducted by a deal team comprised of real estate and securitization professionals and third parties. MSMCH has ultimate authority and control over, and assumes all responsibility for and attributes to itself, the review and the findings and conclusions of the review of the mortgage loans that it is selling to the depositor. The review procedures described below were employed with respect to all of the MSMCH Mortgage Loans, except that certain review procedures were only relevant to the large loan disclosures in this prospectus, as further described below. No sampling procedures were used in the review process.

Database. MSMCH created a database (the “MSMCH Securitization Database”) of information obtained in connection with the origination of the MSMCH Mortgage Loans, including:

● certain information from the mortgage loan documents;

● certain borrower-provided information, including certain rent rolls, certain operating statements and certain leases relating to certain mortgaged properties;

● insurance information for the related mortgaged properties;

● information from third party reports such as the appraisals, environmental and property condition reports;

● credit and background searches with respect to the related borrowers; and

● certain other information and other search results obtained by MSMCH for each of the MSMCH Mortgage Loans during the underwriting process.

MSMCH may have included in the MSMCH Securitization Database certain updates to such information received by MSMCH after origination, such as information from the interim servicer regarding loan payment status, current escrows, updated operating statements and rent rolls and certain other information otherwise brought to the attention of the MSMCH securitization team. Such updates were not intended to be, and do not serve as, a re-underwriting of any mortgage loan.

MSMCH created a data file (the “MSMCH Data File”) using the information in the MSMCH Securitization Database and provided that file to the depositor for use in compiling the

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numerical information regarding the MSMCH Mortgage Loans in this prospectus (particularly in Annexes A-1, A-2 and A-3).

Data Comparisons and Recalculation. The depositor or an affiliate, on behalf of MSMCH, engaged a third party accounting firm to perform certain data comparison and recalculation procedures which were designed by MSMCH relating to MSMCH Mortgage Loan information in this prospectus. These procedures included:

● comparing the information in the MSMCH Data File against various source documents provided by MSMCH;

● comparing numerical information regarding the MSMCH Mortgage Loans and the related mortgaged properties disclosed in this prospectus against the information contained in the MSMCH Data File; and

● recalculating certain percentages, ratios and other formulas relating to the MSMCH Mortgage Loans disclosed in this prospectus.

Legal Review. For each MSMCH Mortgage Loan originated or co-originated by MSMCH or one of its affiliates (as applicable), MSMCH reviewed a legal loan and property information summary prepared by origination counsel, which summary includes important loan terms and certain property-level information obtained during the origination process. MSMCH also provided to each origination counsel the representations and warranties attached as Annex D-1 and requested that origination counsel draft exceptions to such representations and warranties. MSMCH compiled and reviewed draft exceptions received from origination counsel, engaged separate counsel to review the exceptions, revised the exceptions and provided them to the depositor for inclusion in Annex D-2.

For MSMCH Mortgage Loans purchased by MSMCH or one of its affiliates from a third party originator, if any, MSMCH reviewed the related purchase agreement, the representations and warranties made by the originator contained therein (together with the exceptions thereto) and certain provisions of the related loan documents and third party reports concerning the related mortgaged property that were provided by the originator of such mortgage loan. With respect to each such MSMCH Mortgage Loan, MSMCH and its counsel prepared exceptions to the representations and warranties attached as Annex D-1 and provided them to the depositor for inclusion in Annex D-2.

In addition, with respect to each MSMCH Mortgage Loan, MSMCH reviewed, and in certain cases, requested that its counsel review, certain loan document provisions in connection with the disclosure of such provisions in this prospectus, such as property release provisions and other provisions specifically disclosed in this prospectus.

Certain Updates. MSMCH requested that each borrower under a MSMCH Mortgage Loan (or such borrower’s origination or litigation counsel, as applicable) provide updates on any material pending litigation that existed at origination. In addition, if MSMCH became aware of a significant natural disaster in the vicinity of a mortgaged property securing a MSMCH Mortgage Loan, MSMCH requested information on the property status from the related borrower in order to confirm whether any material damage to the mortgaged property had occurred.

Large Loan Summaries. MSMCH prepared, and reviewed with origination counsel and securitization counsel, the loan summaries for those of the MSMCH Mortgage Loans included in the ten (10) largest mortgage loans in the mortgage pool and the abbreviated loan summaries for those of the MSMCH Mortgage Loans included in the next five (5) largest

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mortgage loans in the mortgage pool, which loan summaries and abbreviated loan summaries are incorporated in Annex A-3.

Underwriting Standards. MSMCH also consulted with origination counsel to confirm that the MSMCH Mortgage Loans were originated in compliance with the origination and underwriting standards described above under “—The Morgan Stanley Group’s Underwriting Standards” as well as to identify any material deviations from those origination and underwriting standards. See “—The Morgan Stanley Group’s Underwriting Standards” above.

Findings and Conclusions. MSMCH found and concluded with reasonable assurance that the disclosure regarding the MSMCH Mortgage Loans in this prospectus is accurate in all material respects. MSMCH also found and concluded with reasonable assurance that the MSMCH Mortgage Loans were originated in accordance with the Morgan Stanley Group’s origination procedures and underwriting standards, except to the extent described above under “—The Morgan Stanley Group’s Underwriting Standards—Exceptions to Underwriting Standards”.

Review Procedures in the Event of a Mortgage Loan Substitution. MSMCH will perform a review of any mortgage loan that it elects to substitute for an MSMCH Mortgage Loan in the pool in connection with a material breach of a representation or warranty or a material document defect. MSMCH, and if appropriate its legal counsel, will review the mortgage loan documents and servicing history of the substitute mortgage loan to confirm it meets each of the criteria required under the terms of the related MLPA and the PSA (the “MSMCH Qualification Criteria”). MSMCH may engage a third party accounting firm to compare the MSMCH Qualification Criteria against the underlying source documentation to verify the accuracy of the review by MSMCH and to confirm any numerical and/or statistical information to be disclosed in any required filings under the Exchange Act. Legal counsel will also be engaged by MSMCH to render any tax opinion required in connection with the substitution.

Repurchases and Replacements

The transaction documents for certain prior transactions in which MSMCH securitized commercial mortgage loans or participation interests (“CRE Loans”) contain covenants requiring the repurchase or replacement of an underlying CRE Loan for the breach of a related representation or warranty under various circumstances if the breach is not cured. The following table sets forth, for the period commencing January 1, 2015 and ending December 31, 2017, the information required by Rule 15Ga-1 under the Exchange Act concerning all assets securitized by MSMCH that were the subject of a demand to repurchase or replace for breach of the representations and warranties concerning the pool assets for all asset-backed securities held by non-affiliates of MSMCH where the underlying transaction agreements included a covenant to repurchase or replace an underlying asset of the CRE Loan asset class. The information for MSMCH as a securitizer of CRE Loans required to be set forth in a Form ABS-15G for the reporting period from October 1, 2017 through December 31, 2017 was set forth in a Form ABS-15G filed by MSMCH on February 14, 2018. The Central Index Key Number of MSMCH is 0001541557.

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Repurchases and Replacements¹
Asset Class: CMBS

Name of Issuing Entity	Check if Registered	Name of Originator2	Total Assets in ABS by Originator at time of securitization			Assets That Were Subject of Demand3			Assets That Were Repurchased or Replaced4			Assets Pending Repurchase or Replacement (within cure period)5			Demand in Dispute6			Demand Withdrawn7			Demand Rejected8
			#	$	%	#	$9	%10	#	$9	%10	#	$9	%10	#	$9	%10	#	$9	%10	#	$9	%10
Morgan Stanley Capital I Series 2006-IQ11 (0001362475)	X	Morgan Stanley Mortgage Capital Inc.	67	772,319,208	47.8%	1	11,164,462	1.68%	0	-	0.00%	0	-	0.00%	0	-	0.00%	0	-	0.00%	1	11,164,462	1.68%
Morgan Stanley Capital I Series 2007-IQ14 (0001398854)11	X	Morgan Stanley Mortgage Capital Inc.	34	1,345,579,291	27.4%	1	77,221,468	3.22%	0	-	0.00%	0	-	0.00%	0	-	0.00%	1	77,221,468	3.22%	0	-	0.00%
Aggregate Total			101	2,117,898,499		2	88,385,930		0	-		0	-		0	-		1	77,221,468		1	11,164,462

⁽¹⁾ In connection with the preparation of this prospectus, MSMCH undertook the following steps to gather the information required by Rule 15Ga-1 under the Exchange Act: (i) identifying all asset-backed securities transactions in which MSMCH acted as a securitizer that were not the subject of a filing on Form ABS-15G by an affiliated securitizer, (ii) performing a diligent search of MSMCH’s records and the records of affiliates of MSMCH that acted as securitizers in its transactions for all relevant information, (iii) reviewing appropriate documentation from all relevant transactions to determine the parties responsible for enforcing representations and warranties, and any other parties to the transaction who might have received repurchase requests (such parties, “Demand Entities”), and (iv) making written request of each Demand Entity to provide any information in its possession regarding requests or demands to repurchase any loans for a breach of a representation or warranty with respect to any relevant transaction that was not previously provided to MSMCH. MSMCH followed up written requests made of Demand Entities as it deemed appropriate. In addition, MSMCH requested information from trustees and other Demand Entities as to investor demands that occurred prior to July 22, 2010. It is possible that this disclosure does not contain information about all investor demands upon those parties made prior to July 22, 2010.

⁽²⁾ MSMCH identified the “originator” on the same basis that it would identify the originator for purposes of Regulation AB (Subpart 229.1100 – Asset-Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125) for registered transactions.

⁽³⁾ Reflects aggregate numbers for all demand activity shown in this table.

⁽⁴⁾ Includes loans for which the repurchase price or replacement asset was received during the reporting period from January 1, 2015 to December 31, 2017. The demand related to loans reported in this column may have been received prior to such reporting period.

⁽⁵⁾ Includes loans for which the securitizer is aware that the responsible party has agreed to repurchase or replace the loan but has not yet repurchased or replaced such loans. The demand related to loans reported in this column may have been received prior to the reporting period from January 1, 2015 to December 31, 2017.

⁽⁶⁾ Includes demands received during and prior to the reporting period from January 1, 2015 to December 31, 2017 unless the loan falls into one of the other categories reflected on this chart or the demand was received prior to such reporting period and was finally resolved prior to such reporting period. If the securitizer is not the party responsible for repurchasing a loan subject to a demand, the loan is reflected in this column until the securitizer has been informed by the related trustee that the loan has been repurchased or replaced.

⁽⁷⁾ Includes loans for which the buyback demand was withdrawn by the party submitting the demand during the reporting period from January 1, 2015 to December 31, 2017. The demand related to loans reported in this column may have been received prior to such reporting period.

⁽⁸⁾ Includes loans (i) for which a demand was received, a rebuttal was made and there was no response within 90 days of the rebuttal and (ii) for which the related obligor has repaid the loan in full, in each case during the reporting period from January 1, 2015 to December 31, 2017. The demand related to loans reported in this column may have been received prior to such reporting period.

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⁽⁹⁾ Principal balance was determined as of the earlier of (i) the principal balance reported in the December 2017 distribution date report and (ii) the principal balance on the distribution date immediately preceding the period for which the distribution date report reflected that the loan was removed from the pool. Liquidated loans reflect amounts received as borrower payments, insurance proceeds and all other liquidation proceeds. All of the balances and loan counts set forth in the table above are based on MSMCH’s records and, in certain instances, may differ from balance and loan count information publicly available.

⁽¹⁰⁾ Percentage of principal balance was calculated by using the principal balance as described in footnote 9 divided by the aggregate principal balance of the pool assets reported in the December 2017 distribution date report. Because the aggregate principal balance of the remaining pool assets may be less than the principal balance of the repurchase demands calculated as described in footnote 9, the percentage shown in this column may exceed 100%.

⁽¹¹⁾ With respect to the Morgan Stanley Capital I Series 2007-IQ14 securitization, the demand made with respect to one of the underlying loans was subsequently withdrawn following a settlement payment by MSMCH (or an affiliate thereof) to the related trust in the amount of $62,500,000.

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Retained Interests in This Securitization

None of MSMCH, Morgan Stanley Bank or any of their affiliates will retain on the Closing Date any certificates issued by the issuing entity or any other economic interest in this securitization, except that Morgan Stanley Bank will retain $8,000,021.63 Certificate Balance of the RR Interest. However, any of MSMCH, Morgan Stanley Bank and their affiliates may, from time to time after the initial sale of the certificates to investors on the Closing Date, acquire additional certificates pursuant to secondary market transactions. Any such party will have the right to dispose of any such certificates (other than the RR Interest) at any time. Morgan Stanley Bank will be required to retain the RR Interest in compliance with the Credit Risk Retention Rules. See “Credit Risk Retention”.

National Cooperative Bank, N.A.

General

National Cooperative Bank, N.A. is a national banking association regulated by the Office of the Comptroller of the Currency. National Cooperative Bank, N.A. is wholly-owned by National Consumer Cooperative Bank, a federally chartered corporation. The executive offices of National Cooperative Bank, N.A. are located at 2011 Crystal Drive, Suite 800, Arlington, VA 22202. National Cooperative Bank, N.A. is engaged in a wide range of banking, financial and finance-related activities throughout the United States.

National Cooperative Bank, N.A. converted to a national bank charter from a federal thrift charter effective as of December 31, 2014. As a result of the conversion, its name changed from NCB, FSB to National Cooperative Bank, N.A. The conversion permits the bank to increase its commercial lending but does not otherwise impact its commercial real estate lending business or its servicing or deposit platforms. Similarly, the bank’s Board of Directors and senior management have not changed as a result of the conversion, and the Office of the Comptroller of the Currency continues to be the primary federal regulator of the bank.

In connection with providing representations and warranties set forth on Annex D-1 and, if applicable, identified exceptions to those representations and warranties, National Cooperative Bank, N.A. will conduct its own due diligence review. In addition, mortgage loan seller’s counsel will prepare, among other things, initial exception lists to the representations and warranties. Counsel will also review certain loan documentation and perform due diligence procedures. If a cure, repurchase or substitution is required with respect to a mortgage loan sold by National Cooperative Bank, N.A. in the event of a material document defect or material breach of a representation or warranty with respect to such mortgage loan, National Cooperative Bank, N.A. will be the sole party responsible for any repurchase or substitution. See “Pooling and Servicing Agreement—Dispute Resolution Provisions” and “Risk Factors—Other Risks Relating to the Certificates—Sponsors May Not Make Required Repurchases or Substitutions of Defective Mortgage Loans or Pay Any Loss of Value Payment Sufficient to Cover All Losses on a Defective Mortgage Loan” in this prospectus. In addition, National Cooperative Bank, N.A. has agreed to indemnify the depositor and the underwriters and certain of their respective affiliates with respect to certain liabilities arising in connection with the issuance and sale of the Offered Certificates.

Neither National Cooperative Bank, N.A. nor any of its affiliates will insure or guarantee distributions on the Certificates. The Certificateholders will have no rights or remedies against National Cooperative Bank, N.A. for any losses or other claims in connection with the Certificates or the mortgage loans except in respect of the repurchase and substitution

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obligations for material document defects or the material breaches of representations and warranties made by National Cooperative Bank, N.A. in the related MLPA as described under “Pooling and Servicing Agreement—Dispute Resolution Provisions” in this prospectus.

A wholly-owned subsidiary of National Cooperative Bank, N.A. is a party to a repurchase facility with Wells Fargo Bank, National Association pursuant to which Wells Fargo Bank, National Association has agreed to purchase mortgage loans from such subsidiary on a revolving basis and to serve as interim custodian of the loan files for the mortgage loans subject to such repurchase agreement. National Cooperative Bank, N.A. guarantees the performance by its wholly-owned subsidiary of certain obligations under that repurchase facility. None of the National Cooperative Bank, N.A. Mortgage Loans are subject to such repurchase facility or interim custodial arrangement. In addition, National Cooperative Bank, N.A. is party to an interest rate hedging arrangement with Wells Fargo Bank, National Association with respect to certain of the National Cooperative Bank, N.A. Mortgage Loans, which have an aggregate Cut-off Date Balance of $34,224,603, representing approximately 5.0% of the Initial Pool Balance, and such hedging arrangements will terminate with respect to such loans that National Cooperative Bank, N.A. will transfer to the depositor in connection with the transfer of those Mortgage Loans pursuant to this securitization transaction. See “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties” in this prospectus.

National Cooperative Bank, N.A.’s Securitization Program

National Cooperative Bank, N.A. has been an active participant in securitization of commercial and multifamily mortgage loans as a mortgage loan seller and sponsor since 2002. Its parent, National Consumer Cooperative Bank, has been an active participant in securitization of commercial and multifamily mortgage loans as a mortgage loan seller since 1992. This is the 56th commercial mortgage loan securitization to which National Cooperative Bank, N.A. and its affiliates are contributing loans. During the period commencing on January 1, 1992 and ending on February 28, 2018, National Cooperative Bank, N.A. and its affiliates sold approximately $5.9 billion of commercial and multifamily mortgage loans into commercial mortgage-backed securitization transactions. Since 1998, National Cooperative Bank, N.A. together with its parent National Consumer Cooperative Bank securitized approximately $3.5 billion of multifamily loans in agency mortgage security backed transactions.

In addition to commercial and multifamily mortgage loans, National Cooperative Bank, N.A. has securitized residential mortgage loans.

National Cooperative Bank, N.A.’s Underwriting Standards and Processes

General. All of the mortgage loans sold to the depositor by National Cooperative Bank, N.A. (the “National Cooperative Bank, N.A. Mortgage Loans”) were originated by National Cooperative Bank, N.A. or an affiliate of National Cooperative Bank, N.A., generally in accordance with the underwriting guidelines described below. 11 of the 13 Mortgage Loans that National Cooperative Bank, N.A. will transfer to the depositor, representing approximately 6.9% of the Initial Pool Balance, were originated by its parent company, National Consumer Cooperative Bank. National Cooperative Bank, N.A. has implemented general loan policies and guidelines establishing certain procedures with respect to underwriting its mortgage loans. The underwriting and origination procedures and the credit analysis with respect to any particular mortgage loan may significantly differ from one mortgage loan to another, and will be driven by circumstances particular to that mortgage loan and the related mortgaged real property, including, among others, its type, physical quality, size, environmental condition, location, market conditions, reserve requirements

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and other factors. Accordingly, there is no assurance that every loan will comply in all respects with National Cooperative Bank, N.A.’s general guidelines.

Loan Analysis. In connection with the origination of mortgage loans, National Cooperative Bank, N.A. conducts an extensive review of the related mortgaged real property, which includes an analysis of the appraisal, environmental report, property condition report, seismic reports (where applicable), historical operating statements, ground lease (where applicable), leases, maintenance schedules and rent rolls (where applicable), budgets, sources and uses and related information provided by the borrower. The credit of the borrower and, generally for loans other than those secured by residential cooperative properties, certain of its key principals, are examined for financial strength and character prior to origination of the mortgage loan, which may include a review of annual financial statements and judgment, lien, bankruptcy and outstanding litigation searches. As part of the underwriting process, a site inspection of each mortgaged real property is conducted by National Cooperative Bank, N.A., an affiliate or a third-party engineering firm.

Loan Approval. Prior to commitment, all mortgage loans must be approved by National Cooperative Bank, N.A.’s credit committee (the make-up of which varies by loan size and type) in accordance with its credit policies. The credit committee may approve a mortgage loan as recommended, request additional due diligence, modify the loan terms or decline a loan transaction.

Environmental Assessments. An environmental site assessment (generally a Phase I environmental site assessment) is performed on all mortgaged properties. The environmental assessments are performed during the 12-month period preceding origination of the related mortgage loan. Depending on the findings of the environmental site assessment, any of the following may be required: additional environmental testing, such as a Phase II environmental assessment on the subject mortgaged property; obligating the related borrower to perform remediation as a condition to the closing of such mortgage loan or within a period following the closing of such mortgage loan; and/or the posting of cash reserves, letters of credit or guaranties to secure the performance of any recommended remediation action. Additionally, all borrowers are required to provide customary environmental representations, warranties, covenants and indemnities relating to the existence and use of hazardous substances on the mortgaged properties.

Property Condition Assessments. Independent engineering firms conduct inspections with respect to each mortgaged real property generally within the twelve-month period preceding the origination of the related mortgage loan. The resulting reports on some of the properties may indicate a variety of deferred maintenance items, recommended capital expenditures and/or building code violations. In some instances where deferred maintenance items, recommended capital expenditures and/or building code violations are identified, repairs or maintenance are required to be completed before closing or after closing and, in certain instances, cash reserves, letters of credit or guaranties to secure the performance of the repairs or maintenance items are required or obtained.

Appraisals. An appraisal of each of the mortgaged properties is performed prior to the origination of each such loan. Such appraisal is prepared by an independent appraiser who holds a certified general appraiser license from the state in which the property is located, and who may also possess the MAI designation from the Appraisal Institute. Such appraisals generally complied with (or the appraiser certified that such appraisal complied with) the appraisal guidelines of Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989.

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Seismic Report. If the property consists of improvements located in seismic zone 3 or 4, National Cooperative Bank, N.A. typically requires a seismic report to establish the probable maximum or bounded loss for the improvements at the property as a result of an earthquake.

Title Insurance. The borrower is required to provide, and National Cooperative Bank, N.A.’s origination counsel reviews, a title insurance policy for each property. The title insurance policies provided typically must meet the following requirements: (i) written by a title insurer licensed to do business in the jurisdiction where the mortgaged property is located, (ii) in an amount at least equal to the original principal balance of the mortgage loan, (iii) protection and benefits run to the mortgagee and its successors and assigns, (iv) written on an American Land Title Association form or equivalent policy promulgated in the jurisdiction where the mortgaged property is located and (v) if a survey was prepared, the legal description of the mortgaged property in the title policy conforms to that shown on the survey.

Additional Debt. Certain of the mortgage loans secured by residential cooperative properties may have or permit in the future certain additional subordinate debt, whether secured or unsecured. The mortgage loans that are other than mortgage loans secured by residential cooperative properties will generally prohibit additional indebtedness secured by the related mortgaged property, but may have or permit additional unsecured indebtedness and trade payables. In many cases, National Cooperative Bank, N.A. or one of its affiliates is and/or will be the lender on that additional debt. The debt service coverage ratios described herein would be lower if the payments related to such additional debt were included in the calculation of such debt service coverage ratios and the loan-to-value ratios described herein would be higher if the amount of any such additional subordinate debt were included in the calculation of such loan-to-value ratios.

Debt Service Coverage Ratio and LTV Ratio. National Cooperative Bank, N.A. evaluates debt service coverage ratios and loan-to-value ratios when underwriting a mortgage loan. Generally, the debt service coverage ratio for mortgage loans (other than mortgage loans secured by residential cooperative properties) originated or acquired by National Cooperative Bank, N.A. will be equal to or greater than 1.20x and the loan-to-value ratio for mortgage loans (other than mortgage loans secured by residential cooperative properties) originated or acquired by National Cooperative Bank, N.A. will be equal to orless than 75%;provided,however, that exceptions may be made when consideration is given to circumstances particular to the mortgage loan, the related property, loan-to-value ratio, reserves or other factors. Debt service coverage ratios are calculated based on Underwritten Net Cash Flow. Underwritten Net Cash Flow is often a highly subjective number based on a variety of assumptions regarding, and adjustments to, revenues and expenses with respect to the related real property collateral. For example, when calculating the debt service coverage ratio for a multifamily or commercial mortgage loan, annual net cash flow that was calculated based on assumptions regarding projected future rental income, expenses and/or occupancy, may be utilized. We cannot assure you that the foregoing assumptions made with respect to any prospective multifamily, manufactured housing community or commercial mortgage loan will, in fact, be consistent with actual property performance. Such underwritten net cash flow may be higher than historical net cash flow reflected in recent financial statements. In the case of a residential cooperative property, Underwritten Net Cash Flow is the projected net cash flow reflected in the most recent appraisal obtained by or otherwise in the possession of the related mortgage loan seller as of the Cut-off Date and, in general, equals projected operating income at the property assuming such property is operated as a rental property with rents and other income set at prevailing market rates (but taking into account the presence of existing rent

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regulated, rent stabilized or rent controlled rental tenants), reduced by underwritten property operating expenses, a market-rate vacancy assumption and projected replacement reserves, in each case as determined by the appraiser. However, the projected rental income used in such determinations may differ materially from the scheduled monthly maintenance payments from the tenant-stockholders upon which residential cooperatives depend. Except in certain limited instances where a residential cooperative property is valued solely as a multifamily rental property (for example, where the value of a residential cooperative property determined as if such property is operated as a residential cooperative is unavailable), the loan-to-value ratio with respect to each mortgage loan secured by a residential cooperative property is calculated using the value estimate reflected in the most recent appraisal obtained by or otherwise in the possession of the related mortgage loan seller as of the Cut-off Date determined as if such residential cooperative property is operated as a residential cooperative. This value, in general, equals the sum of (i) the gross share value of all cooperative units in such residential cooperative property (applying a discount for units that are subject to existing rent regulated, rent stabilized or rent controlled rental tenants as and if deemed appropriate by the appraiser), based in part on various comparable sales of cooperative apartment units in the market, plus (ii) the amount of the underlying debt encumbering the related Mortgaged Property. With respect to limited equity cooperatives (i.e., housing cooperatives in which eligible members purchase shares at below market prices and are subject to various restrictions, including restrictions on the sale price for which units may be re-sold and/or restrictions upon the income or other characteristics of purchasers of such units), the gross share value referenced in the preceding sentence is calculated without regard to any applicable sale price restriction. The comparable sales considered in the appraisers’ estimates of gross share values may have occurred at properties where the cooperative entity’s underlying mortgage debt per cooperative unit was substantially more or less than that at the applicable Mortgaged Property. The appraisers generally made no adjustments to comparable sales statistics to account for any such differences, although monthly unit maintenance obligations may have been considered. National Cooperative Bank, N.A. will also calculate a loan-to-value ratio for each mortgage loan secured by a residential cooperative property based upon the value of such residential cooperative property as a multifamily rental property. The value of a residential cooperative property as a multifamily rental property is reflected in the most recent appraisal obtained by or otherwise in the possession of the related mortgage loan seller as of the Cut-off Date and, in general, is derived by applying an appropriate capitalization rate (as determined by the appraiser) to the Underwritten Net Cash Flow for such residential cooperative property. In certain instances, the appraiser may have made adjustments to increase or decrease such capitalized value as deemed appropriate by the appraiser (for example, the appraiser may have reduced such capitalized value to reflect the cost of completing material deferred maintenance or may have increased such capitalized value to reflect the existence of certain tax abatements or incentives). In certain limited instances (for example, where the value of a residential cooperative property determined as if such property is operated as a residential cooperative is unavailable), National Cooperative Bank, N.A. will not determine a value of such a mortgaged property as if operated as a residential cooperative and will instead only calculate the value of such residential cooperative property as a multifamily rental property. In those instances, the “Appraised Value” reflected on Annex A-1 will be the value of such Mortgaged Property as a multifamily rental property and the loan-to-value ratio for such a mortgage loan secured by a residential cooperative property will be based upon the value of such residential cooperative property as a multifamily rental property.

Zoning and Building Code Compliance. With respect to each mortgage loan, National Cooperative Bank, N.A. will generally consider whether the use and occupancy of the related real property collateral is in material compliance with zoning, land-use and building rules,

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regulations and orders then applicable to that property. Evidence of this compliance may be in the form of one or more of the following: legal opinions; surveys; recorded documents; temporary or permanent Certificates of occupancy; letters from governmental officials or agencies; title insurance endorsements; information set forth in the appraisal of the related property; and/or representations by the related borrower. In limited instances, National Cooperative Bank, N.A. may obtain third party prepared zoning reports. National Cooperative Bank, N.A. generally requires borrowers to obtain law and ordinance coverage. If a material violation exists with respect to a mortgaged property, National Cooperative Bank, N.A. may require the borrower to remediate such violation and/or to establish a reserve to cover the cost of such remediation.

Hazard, Liability and Other Insurance. The mortgage loans typically require that the related property be insured by a hazard insurance policy with a customary deductible and in an amount at least equal to the lesser of the outstanding principal balance of the mortgage loan or 100% of the full insurable replacement cost of the improvements located on the property. If applicable, the policy contains appropriate endorsements to avoid the application of coinsurance and does not permit reduction in insurance proceeds for depreciation. Flood insurance, if available, must be in effect for any property that at the time of origination included material improvements in any area identified by the Federal Emergency Management Agency as being situated in a special flood hazard area. The flood insurance policy must meet the requirements of the then-current guidelines of the Federal Insurance Administration and be provided by a generally acceptable insurance carrier in an amount not less than the least of (i) the outstanding principal balance of the mortgage loan, (ii) the full insurable value of the property, and (iii) the maximum amount of insurance available under the National Flood Insurance Program. The standard form of hazard insurance policy typically covers physical damage or destruction of improvements on the mortgaged property caused by fire, lighting, explosion, smoke, windstorm and hail, riot or strike and civil commotion. The policies may contain some conditions and exclusions of coverage, including exclusions related to acts of terrorism.

Each mortgage loan typically also requires the borrower to maintain comprehensive general liability insurance against claims for bodily injury or property damage occurring on, in or about the property in an amount that is generally consistent with currently prevailing capital market standards.

Each mortgage loan typically further requires the related borrower to maintain business interruption or loss of income insurance in an amount notless than 100% of the projected shareholder or unit owner maintenance income for the related property (in the case of a mortgage loan secured by a residential cooperative property) or projected rental income (in the case of a mortgage loan other than a mortgage loan secured by a residential cooperative property) for a period of not less than twelve months.

The properties are typically not insured for earthquake risk unless a seismic report indicates a PML of greater than 20%.

Escrow Requirements. National Cooperative Bank, N.A. may require a borrower to fund various escrows. Such escrows may include escrows for taxes and insurance premiums (to cover amounts due prior to their respective due dates), reserves to cover the cost of repairs recommended pursuant to a building condition report prepared for National Cooperative Bank, N.A. or an affiliate that originated the loan, and/or reserves to secure the performance of environmental or other remediation work. In the case of mortgage loans that are other than mortgage loans secured by residential cooperative properties, such escrows may also include replacement reserves, reserves to cover the costs of tenant improvements, leasing commissions and other re-tenanting expenses and reserves to cure

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deficiencies in debt service coverage ratios. In some cases such reserves may only be required upon the occurrence of certain events. A case-by-case analysis will be conducted to determine the need for a particular escrow or reserve. National Cooperative Bank, N.A. may determine that establishing an escrow or reserve is not warranted given the amounts that would be involved and National Cooperative Bank, N.A.’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the subject expense or cost absent creation of an escrow or reserve.

Exceptions. Notwithstanding the discussion under “National Cooperative Bank, N.A.’s Underwriting Standards and Processes” above, one or more of National Cooperative Bank, N.A.’s mortgage loans may vary from, or not comply with, National Cooperative Bank, N.A.’s underwriting policies and guidelines described above. In addition, in the case of one or more of National Cooperative Bank, N.A.’s mortgage loans, National Cooperative Bank, N.A. or another originator may not have strictly applied the underwriting policies and guidelines described above as the result of a case-by-case permitted exception based upon other compensating factors. None of the National Cooperative Bank, N.A. Mortgage Loans were originated with any material exceptions to National Cooperative Bank, N.A.’s underwriting guidelines and procedures except as described above under “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines” in this prospectus.

Review of Mortgage Loans for Which National Cooperative Bank, N.A. is the Sponsor

Overview. National Cooperative Bank, N.A., in its capacity as the sponsor of the National Cooperative Bank, N.A. Mortgage Loans, has conducted a review of the National Cooperative Bank, N.A. Mortgage Loans it is selling to the depositor designed and effected to provide reasonable assurance that the disclosure related to the National Cooperative Bank, N.A. Mortgage Loans is accurate in all material respects. National Cooperative Bank, N.A. determined the nature, extent and timing of the review and the level of assistance provided by any third parties. The review of the National Cooperative Bank, N.A. Mortgage Loans was performed by a deal team comprised of real estate and securitization professionals who are employees of National Cooperative Bank, N.A. (collectively, the “National Cooperative Bank, N.A. Deal Team”) with the assistance of certain third parties. National Cooperative Bank, N.A. has ultimate authority and control over, and assumes all responsibility for and attributes to itself, the review of the mortgage loans that it is selling to the depositor and the review’s findings and conclusions. The review procedures described below were employed with respect to all of the National Cooperative Bank, N.A. Mortgage Loans (rather than relying on sampling procedures).

Database. To prepare for securitization, members of the National Cooperative Bank, N.A. Deal Team created a database of loan-level and property-level information relating to each National Cooperative Bank, N.A. Mortgage Loan. The database was compiled from, among other sources, the related mortgage loan documents, third party reports (appraisals, environmental site assessments and property condition reports), insurance policies, borrower-supplied information (including, to the extent available, maintenance schedules and rent rolls (if applicable), leases and financial or operating statements) and information collected by National Cooperative Bank, N.A. during the underwriting process. Prior to securitization of each National Cooperative Bank, N.A. Mortgage Loan, the National Cooperative Bank, N.A. Deal Team may have updated the information in the database with respect to such National Cooperative Bank, N.A. Mortgage Loan based on current information brought to the attention of the National Cooperative Bank, N.A. Deal Team relating to loan payment status and escrows, updated operating statements, maintenance schedules and rent rolls (if applicable), leasing activity, and other relevant information. Such updates were not intended to be, and do not serve as, a re-underwriting of any Mortgage Loan.

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A data tape (the “National Cooperative Bank, N.A. Data Tape”) containing detailed information regarding each National Cooperative Bank, N.A. Mortgage Loan was created from, among other sources, the information in the database referred to in the prior paragraph. The National Cooperative Bank, N.A. Data Tape was used by the National Cooperative Bank, N.A. Deal Team to provide the numerical information regarding the National Cooperative Bank, N.A. Mortgage Loans in this prospectus.

Data Comparisons and Recalculation. The depositor or its affiliate, on behalf of National Cooperative Bank, N.A., engaged a third party accounting firm to perform certain data comparison and recalculation procedures which were designed or provided by National Cooperative Bank, N.A. relating to information in this prospectus regarding the National Cooperative Bank, N.A. Mortgage Loans. These procedures included:

● comparing the information in the National Cooperative Bank, N.A. Data Tape against various source documents provided by National Cooperative Bank, N.A.;

● comparing numerical information regarding the National Cooperative Bank, N.A. Mortgage Loans and the related Mortgaged Properties disclosed in this prospectus against the information contained in the National Cooperative Bank, N.A. Data Tape; and

● recalculating certain percentages, ratios and other formulae relating to the National Cooperative Bank, N.A. Mortgage Loans disclosed in this prospectus.

Legal Review. National Cooperative Bank, N.A. engaged counsel to conduct certain legal reviews of the National Cooperative Bank, N.A. Mortgage Loans for disclosure in this prospectus. In anticipation of the securitization of each National Cooperative Bank, N.A. Mortgage Loan, counsel reviewed the principal loan documents for each mortgage loan to identify material deviations from National Cooperative Bank, N.A.’s standard form loan documents. In addition, counsel reviewed National Cooperative Bank, N.A.’s representations and warranties set forth on Annex D-1 and, if applicable, identified exceptions to those representations and warranties.

Other Review Procedures. National Cooperative Bank, N.A. has serviced each National Cooperative Bank, N.A. mortgage loan since origination and has confirmed that it is not aware of any material events, except as previously identified, concerning the related Mortgage Loan, the Mortgaged Property and the borrower occurring since origination, including, but not limited to, (i) loan modifications or assumptions, or releases of the related borrower or Mortgaged Property; (ii) damage to the Mortgaged Property that materially and adversely affects its value as security for the Mortgage Loan; (iii) pending condemnation actions; (iv) litigation, regulatory or other proceedings against the Mortgaged Property or borrower, or notice of non-compliance with environmental laws; (iv) bankruptcies involving any borrower; and (v) any existing or incipient material defaults.

The National Cooperative Bank, N.A. Deal Team also reviewed the National Cooperative Bank, N.A. Mortgage Loans to confirm, with the assistance of counsel, whether any National Cooperative Bank, N.A. Mortgage Loan materially deviated from the underwriting guidelines set forth under “—National Cooperative Bank, N.A.’s Underwriting Standards and Processes” above. See “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines” in this prospectus.

Findings and Conclusions. National Cooperative Bank, N.A. found and concluded with reasonable assurance that the disclosure regarding the National Cooperative Bank, N.A. Mortgage Loans in this prospectus is accurate in all material respects. National Cooperative

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Bank, N.A. also found and concluded with reasonable assurance that the National Cooperative Bank, N.A. Mortgage Loans were originated in accordance with National Cooperative Bank, N.A.’s origination policies, procedures and underwriting guidelines set forth under “—National Cooperative Bank, N.A.’s Underwriting Standards and Processes” above except as described above under “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines” in this prospectus.

Review Procedures in the Event of a Mortgage Loan Substitution. National Cooperative Bank, N.A. will perform a review of any National Cooperative Bank, N.A. Mortgage Loan that it elects to substitute for a National Cooperative Bank, N.A. Mortgage Loan in the pool in connection with a material breach of a representation or warranty or a material document defect. National Cooperative Bank, N.A., and if appropriate its legal counsel, will review the mortgage loan documents and servicing history of the substitute mortgage loan to confirm it meets each of the criteria required under the terms of the related MLPA and the PSA. National Cooperative Bank, N.A. may engage a third party accounting firm to compare such criteria against the underlying source documentation to verify the accuracy of the review by National Cooperative Bank, N.A. and to confirm any numerical and/or statistical information to be disclosed in any required filings under the Exchange Act. Legal counsel will also be engaged by National Cooperative Bank, N.A. to render any tax opinion required in connection with the substitution.

Compliance with Rule 15Ga-1 under the Exchange Act

As of the date of this prospectus, National Cooperative Bank, N.A. filed its most recent Form ABS-15G with the SEC on January 18, 2017. Such Form ABS-15G is available electronically though the SEC’s EDGAR system. The Central Index Key number of National Cooperative Bank, N.A. is 0001577313. With respect to the period from and including January 1, 2015 to and including December 31, 2017, National Cooperative Bank, N.A. does not have any activity to report as required by Rule 15Ga-1 with respect to repurchase or replacement requests in connection with breaches of representations and warranties made by it as a sponsor of commercial mortgage securitizations.

Retained Interests in This Securitization

Neither National Cooperative Bank, N.A. nor any of its affiliates will retain on the Closing Date any certificates issued by the issuing entity or any other economic interest in this securitization. However, National Cooperative Bank, N.A. or its affiliates may, from time to time after the initial sale of the certificates to investors on the Closing Date, acquire certificates pursuant to secondary market transactions. Any such party will have the right to dispose of any such certificates at any time.

The information set forth under “—National Cooperative Bank, N.A.” has been provided by National Cooperative Bank, N.A.

The Depositor

Morgan Stanley Capital I Inc., the depositor, is a direct wholly owned subsidiary of Morgan Stanley and was incorporated in the State of Delaware on January 28, 1985. Our principal executive offices are located at 1585 Broadway, New York, New York 10036. Our telephone number is (212) 761-4000. The depositor does not have, nor is it expected in the future that it will have, any significant assets and it is not engaged in any activities except those related to the securitization of assets.

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The depositor was formed for the purpose of acting as a depositor in asset backed securities transactions. During the period commencing January 1, 2000 and terminating March 31, 2018, the depositor acted as depositor with respect to multifamily, commercial and manufactured housing community mortgage loan securitization transactions, in an aggregate amount of approximately $134,859,020,000. Generally, MSMCH (or its predecessor) has acted as a sponsor or co-sponsor of such transactions and contributed a substantial portion of the mortgage loans in such transactions, with the remainder having been contributed by numerous other mortgage loan sellers. The depositor has also acted as depositor with respect to numerous securitizations of residential mortgage loans.

The depositor purchases commercial mortgage loans and interests in commercial mortgage loans for the purpose of selling those assets to trusts created in connection with the securitization of pools of assets and does not engage in any activities unrelated thereto. On the Closing Date, the depositor will acquire the mortgage loans from each mortgage loan seller and will simultaneously transfer them, without recourse, to the trustee for the benefit of the Certificateholders. The depositor does not have, nor is it expected in the future to have, any significant assets and is not engaged in activities unrelated to the securitization of mortgage loans. The depositor will not have any business operations other than securitizing mortgage loans and related activities.

The depositor will have minimal ongoing duties with respect to the certificates and the Mortgage Loans. These duties will include, without limitation, (i) appointing a successor trustee or custodian in the event of the resignation or removal of the trustee or custodian, as applicable, (ii) providing information in its possession with respect to the certificates to the certificate administrator to the extent necessary to perform REMIC tax administration, (iii) preparing disclosure required under the Exchange Act, (iv) indemnifying the trustee, the custodian, the certificate administrator and the issuing entity for any liability, assessment or costs arising from the depositor’s willful misconduct, bad faith or negligence in providing such information, (v) indemnifying the trustee, the custodian and the certificate administrator against certain securities laws liabilities and (vi) signing, or contracting with the applicable master servicer to sign, any distribution report on Form 10-D, current report on Form 8-K or annual report on Form 10-K, including the required certification therein under the Sarbanes Oxley Act, required to be filed by the issuing entity and reviewing filings pursuant to the Exchange Act prepared by the certificate administrator on behalf of the issuing entity. The depositor is also required under the Underwriting Agreement to indemnify the underwriters for, or to contribute to losses in respect of, certain securities law liabilities.

The Issuing Entity

The issuing entity, BANK 2018-BNK11 (the “Trust”), will be a New York common law trust, formed on the Closing Date pursuant to the PSA.

The only activities that the issuing entity may perform are those set forth in the PSA, which are generally limited to owning and administering the Mortgage Loans and any REO Property, disposing of defaulted mortgage loans and REO Property, issuing the certificates, making distributions, providing reports to Certificateholders and other activities described in this prospectus. Accordingly, the issuing entity may not issue securities other than the certificates, or invest in securities, other than investing of funds in the Collection Accounts and other accounts maintained under the PSA in certain short-term permitted investments. The issuing entity may not lend or borrow money, except that the master servicers, the special servicers and the trustee may make Advances of delinquent monthly debt service payments and Servicing Advances to the issuing entity, but only to the extent it does not deem such Advances to be non-recoverable from the related mortgage loan; such Advances

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are intended to provide liquidity, rather than credit support. The PSA may be amended as set forth under “Pooling and Servicing Agreement—Amendment”. The issuing entity administers the Mortgage Loans through the trustee, the certificate administrator, the master servicers and the special servicers. A discussion of the duties of the trustee, the certificate administrator, the master servicers and the special servicers, including any discretionary activities performed by each of them, is set forth in this prospectus under “Transaction Parties—The Trustee”, “―The Certificate Administrator”, “—The Master Servicers”and“—The Special Servicers” and “Pooling and Servicing Agreement”.

The only assets of the issuing entity other than the Mortgage Loans and any REO Properties are the Collection Accounts and other accounts maintained pursuant to the PSA, the short-term investments in which funds in the Collection Accounts and other accounts are invested. The issuing entity has no present liabilities, but has potential liability relating to ownership of the Mortgage Loans and any REO Properties and certain other activities described in this prospectus, and indemnity obligations to the trustee, the certificate administrator, the depositor, the master servicers, the special servicers, the operating advisor, the asset representations reviewer and the underwriters. The fiscal year of the issuing entity is the calendar year. The issuing entity has no executive officers or board of directors and acts through the trustee, the certificate administrator, the master servicers and the special servicers.

The depositor will be contributing the Mortgage Loans to the issuing entity. The depositor will be purchasing the Mortgage Loans from the mortgage loan sellers, as described under “Description of the Mortgage Loan Purchase Agreements” in this prospectus.

The Trustee

Wilmington Trust, National Association (“WTNA”) (formerly called M & T Bank, National Association) will act as trustee on behalf of the Certificateholders pursuant to the PSA. WTNA is a national banking association with trust powers incorporated in 1995. The trustee’s principal place of business is located at 1100 North Market Street, Wilmington, Delaware 19890. WTNA is an affiliate of Wilmington Trust Company and both WTNA and Wilmington Trust Company are subsidiaries of Wilmington Trust Corporation and Wilmington Trust Corporation is a wholly-owned subsidiary of M&T Bank Corporation. Since 1998, Wilmington Trust Company has served as trustee in numerous asset-backed securities transactions. As of December 31, 2017, WTNA served as trustee on over 1,600 mortgage-backed related securities transactions having an aggregate original principal balance in excess of $270 billion, of which approximately 330 transactions were commercial mortgage-backed securities transactions having an aggregate original principal balance of approximately $215 billion.

The transaction parties may maintain banking and other commercial relationships with WTNA and its affiliates. In its capacity as trustee on commercial mortgage securitizations, WTNA and its affiliates are generally required to make an advance if the related servicer or special servicer fails to make a required advance. In the past three years, WTNA and its affiliates have not been required to make an advance on a commercial mortgage-backed securities transaction.

WTNA is subject to various legal proceedings that arise from time to time in the ordinary course of business. WTNA does not believe that the ultimate resolution of any of these proceedings will have a material adverse effect on its services as trustee.

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The information set forth under this sub-heading has been provided by WTNA. None of the depositor, the underwriters or any other person, other than WTNA, makes any representation or warranty as to the accuracy or completeness of such information.

The responsibilities of the trustee are set forth in the PSA. A discussion of the role of the trustee and its continuing duties, including: 1) any actions required by the trustee, including whether notices are required to investors, rating agencies or other third parties, upon an event of default, potential event of default (and how defined) or other breach of a transaction covenant and any required percentage of a class or classes of asset-backed securities that is needed to require the trustee to take action, 2) limitations on the trustee’s liability under the transaction agreements regarding the asset-backed securities transaction, 3) any indemnification provisions that entitle the trustee to be indemnified from the cash flow that otherwise would be used to pay the asset-backed securities, and 4) any contractual provisions or understandings regarding the trustee’s removal, replacement or resignation, as well as how the expenses associated with changing from one trustee to another trustee will be paid, is set forth in this prospectus under “Pooling and Servicing Agreement”. In its capacity as trustee on commercial mortgage loan securitizations, WTNA and its affiliates are generally required to make an advance if the related servicer or special servicer fails to make a required advance. See “Pooling and Servicing Agreement—Advances” in this prospectus.

For a description of any material affiliations, relationships and related transactions between the trustee and the other transaction parties, see “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties” in this prospectus.

The trustee will only be liable under the PSA to the extent of the obligations specifically imposed by the PSA. For further information regarding the duties, responsibilities, rights and obligations of the trustee under the PSA, including those related to indemnification, see “Pooling and Servicing Agreement—Limitation on Liability; Indemnification”. Certain terms of the PSA regarding the trustee’s removal, replacement or resignation are described under “Pooling and Servicing Agreement—Resignation and Removal of the Trustee and the Certificate Administrator” in this prospectus.

The Certificate Administrator

Wells Fargo Bank will act as certificate administrator, certificate registrar, and custodian under the PSA. The certificate administrator will also be the REMIC administrator and the 17g-5 Information Provider under the PSA.

Wells Fargo Bank is a national banking association and a wholly-owned subsidiary of Wells Fargo & Company. A diversified financial services company, Wells Fargo & Company is a U.S. bank holding company with approximately $1.9 trillion in assets and approximately 268,000 employees as of September 30, 2017, which provides banking, insurance, trust, mortgage and consumer finance services throughout the United States and internationally. Wells Fargo Bank provides retail and commercial banking services and corporate trust, custody, securities lending, securities transfer, cash management, investment management and other financial and fiduciary services. The depositor, the sponsors, the master servicer, the special servicer, the trustee, the operating advisor, the asset representations reviewer and the mortgage loan sellers may maintain banking and other commercial relationships with Wells Fargo Bank and its affiliates. Wells Fargo Bank maintains principal corporate trust offices at 9062 Old Annapolis Road, Columbia, Maryland 21045 (among other locations) and its office for certificate transfer services is located at 600 South 4th Street, 7th floor, MAC: N9300-070, Minneapolis, Minnesota 55479.

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Under the terms of the PSA, Wells Fargo Bank is responsible for securities administration, which includes pool performance calculations, distribution calculations and related distributions to Certificateholders and the preparation of monthly distribution reports. As certificate administrator, Wells Fargo Bank is responsible for the preparation and filing of all REMIC tax returns on behalf of the Trust REMICs and all grantor trust tax returns on behalf of the Grantor Trust to the extent required under the PSA and the preparation of monthly reports on Form 10-D, certain current reports on Form 8-K and annual reports on Form 10-K that are required to be filed with the SEC on behalf of the issuing entity. Wells Fargo Bank has been engaged in the business of securities administration since June 30, 1995, and in connection with commercial mortgage-backed securities since 1997. As of September 30, 2017, Wells Fargo Bank was acting as securities administrator with respect to more than $415 billion of outstanding commercial mortgage-backed securities.

Wells Fargo Bank is acting as custodian (the “Custodian”) of the mortgage files pursuant to and subject to the PSA. In that capacity, Wells Fargo Bank is responsible to hold and safeguard the mortgage notes and other contents of the mortgage files on behalf of the trustee for the benefit of the Certificateholders. Wells Fargo Bank maintains each mortgage file in a separate file folder marked with a unique bar code to assure loan-level file integrity and to assist in inventory management. Files are segregated by transaction or investor. Wells Fargo Bank has been engaged in the mortgage document custody business for more than 25 years. Wells Fargo Bank maintains its commercial document custody facilities in Minneapolis, Minnesota. As of September 30, 2017, Wells Fargo Bank was acting as custodian of more than 227,000 commercial mortgage files.

Wells Fargo Bank serves or may have served within the past two years as loan file custodian for various mortgage loans owned by a sponsor or an affiliate of a sponsor, and one or more of those mortgage loans may be included in the Trust. The terms of any custodial agreement under which those services are provided by Wells Fargo Bank are customary for the mortgage-backed securitization industry and provide for the delivery, receipt, review and safekeeping of mortgage loan files.

For three CMBS transactions in its portfolio, the Corporate Trust Services Group of Wells Fargo Bank disclosed material noncompliance on its related 2017 Annual Statement of Compliance furnished pursuant to Item 1123 of Regulation AB to the required recipients for such transactions. For one CMBS transaction, an administrative error caused an underpayment to certain classes and a correlating overpayment to certain classes on one distribution date in 2017. The affected distributions were revised to correct the error before the next distribution date. For the second CMBS transaction, an administrative error resulted in certain holders of definitive certificates not receiving a distribution on one distribution date in 2017. The error was corrected when the required distributions were made the next day. For the third CMBS transaction, required distributions for one distribution date in 2017 were made eight days late as a result of an inadvertent payment systems error.

On June 18, 2014, a group of institutional investors filed a civil complaint in the Supreme Court of the State of New York, New York County, against Wells Fargo Bank, in its capacity as trustee under 276 residential mortgage-backed securities (“RMBS”) trusts, which was later amended on July 18, 2014, to increase the number of trusts to 284 RMBS trusts. On November 24, 2014, the plaintiffs filed a motion to voluntarily dismiss the state court action without prejudice. That same day, a group of institutional investors filed a putative class action complaint in the United States District Court for the Southern District of New York (the “District Court”) against Wells Fargo Bank, alleging claims against the bank in its capacity as trustee for 274 RMBS trusts (the “Federal Court Complaint”). In

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December 2014, the plaintiffs’ motion to voluntarily dismiss their original state court action was granted. As with the prior state court action, the Federal Court Complaint is one of six similar complaints filed contemporaneously against RMBS trustees (Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and US Bank) by a group of institutional investor plaintiffs. The Federal Court Complaint against Wells Fargo Bank alleges that the trustee caused losses to investors and asserts causes of action based upon, among other things, the trustee’s alleged failure to: (i) notify and enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, (ii) notify investors of alleged events of default and (iii) abide by appropriate standards of care following alleged events of default. Relief sought includes money damages in an unspecified amount, reimbursement of expenses, and equitable relief. Other cases alleging similar causes of action have been filed against Wells Fargo Bank and other trustees in the District Court by RMBS investors in these and other transactions, and these cases against Wells Fargo Bank are proceeding before the same District Court judge. A similar complaint was also filed May 27, 2016 in New York state court by a different plaintiff investor. On January 19, 2016, an order was entered in connection with the Federal Court Complaint in which the District Court declined to exercise jurisdiction over 261 trusts at issue in the Federal Court Complaint; the District Court also allowed plaintiffs to file amended complaints as to the remaining, non-dismissed trusts, if they so chose, and three amended complaints have been filed. On December 17, 2016, the investor plaintiffs in the 261 trusts dismissed from the Federal Court Complaint filed a new complaint in New York state court (the “State Court Complaint”). In September 2017, Royal Park Investments SA/NV (“Royal Park”), one of the plaintiffs in the District Court cases against Wells Fargo Bank, filed a putative class action complaint relating to two trusts seeking declaratory and injunctive relief and money damages based on Wells Fargo Bank’s indemnification from trust funds for legal fees and expenses Wells Fargo Bank incurs or has incurred in defending the District Court case filed by Royal Park. With respect to the foregoing litigations, Wells Fargo Bank believes plaintiffs’ claims are without merit and intends to contest the claims vigorously, but there can be no assurances as to the outcome of the litigations or the possible impact of the litigations on Wells Fargo Bank or the RMBS trusts.

As of the Closing Date, neither Wells Fargo Bank nor any of its affiliates will retain any certificates issued by the issuing entity or any other economic interest in this securitization, except that Wells Fargo Bank will retain $16,499,051.46 Certificate Balance of the RR Interest. However, Wells Fargo Bank or its affiliates may, from time to time after the initial sale of the certificates to investors on the Closing Date, acquire additional certificates pursuant to secondary market transactions. Any such party will have the right to dispose of any such certificates (other than Wells Fargo Bank’s portion of the RR Interest) at any time. Wells Fargo Bank will be required to retain its portion of the RR Interest for so long as retention thereof is necessary for it to remain in compliance with the Credit Risk Retention Rules. See“Credit Risk Retention”.

The foregoing information set forth under this heading “—The Certificate Administrator” has been provided by Wells Fargo Bank.

For a description of any material affiliations, relationships and related transactions between the certificate administrator and the other transaction parties, see “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties”.

The certificate administrator will only be liable under the PSA to the extent of the obligations specifically imposed by the PSA. For further information regarding the duties, responsibilities, rights and obligations of the certificate administrator under the PSA, including those related to indemnification, see “Pooling and Servicing Agreement—Limitation on Liability; Indemnification”. Certain terms of the PSA regarding the certificate

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administrator’s removal, replacement or resignation are described under “Pooling and Servicing Agreement—Resignation and Removal of the Trustee and the Certificate Administrator” in this prospectus.

The Master Servicers

Wells Fargo Bank, National Association

Wells Fargo Bank will act as the master servicer under the PSA for all of the Mortgage Loans to be deposited into the trust fund other than the National Cooperative Bank, N.A. Mortgage Loans. Wells Fargo Bank is a national banking association organized under the laws of the United States of America, and is a wholly-owned indirect subsidiary of Wells Fargo & Company. On December 31, 2008, Wells Fargo & Company acquired Wachovia Corporation, the owner of Wachovia Bank, and Wachovia Corporation merged with and into Wells Fargo & Company. On March 20, 2010, Wachovia Bank merged with and into Wells Fargo Bank. Like Wells Fargo Bank, Wachovia Bank acted as master servicer of securitized commercial and multifamily mortgage loans and, following the merger of the holding companies, Wells Fargo Bank and Wachovia Bank integrated their two servicing platforms under a senior management team that is a combination of both legacy Wells Fargo Bank managers and legacy Wachovia Bank managers.

Wells Fargo Bank is also an anticipated holder of a portion of the RR Interest, a sponsor, an originator, a mortgage loan seller, the certificate administrator and the custodian under this securitization, is the holder of one or more of the companion loans related to the Apple Campus 3 Whole Loan, the One Dulles Tower Whole Loan, the Airport Business Center Whole Loan and the Northwest Hotel Portfolio Whole Loan, and is an affiliate of Wells Fargo Securities, LLC, an underwriter. In addition, Wells Fargo Bank (a) is the master servicer, the certificate administrator and the custodian under the GSMS 2018-GS9 PSA, which governs the servicing and administration of the Twelve Oaks Mall Whole Loan and (b) is the master servicer, the certificate administrator and the custodian under the BANK 2018-BNK10 PSA, which governs the servicing and administration of the Apple Campus 3 Whole Loan. Pursuant to an interim servicing agreement between Wells Fargo Bank and Bank of America, a sponsor, an originator and a mortgage loan seller, Wells Fargo Bank acts as primary servicer with respect to certain mortgage loans owned by Bank of America from time to time, including, prior to their inclusion in the trust fund, some or all of the Mortgage Loans that Bank of America will transfer to the depositor. There are currently no outstanding servicing advances made by Wells Fargo Bank in regards to any Mortgage Loan being transferred by Bank of America that is serviced by Wells Fargo Bank prior to its inclusion in the trust fund. Pursuant to certain interim servicing agreements between Wells Fargo Bank and MSMCH, a sponsor and a mortgage loan seller, or Wells Fargo Bank and certain affiliates of MSMCH, Wells Fargo Bank acts as primary servicer with respect to certain mortgage loans owned by MSMCH and such affiliates from time to time, including, prior to their inclusion in the trust fund, some or all of the MSMCH Mortgage Loans. There are currently no outstanding servicing advances made by Wells Fargo Bank in regards to any MSMCH Mortgage Loan that is serviced by Wells Fargo Bank prior to its inclusion in the trust fund. Wells Fargo Bank acts as primary servicer with respect to certain mortgage loans it owns, including, prior to their inclusion in the trust fund, some or all of the Mortgage Loans to be transferred by Wells Fargo Bank. There are currently no outstanding servicing advances made by Wells Fargo Bank in regards to any Mortgage Loan being transferred by it that is serviced by Wells Fargo Bank prior to its inclusion in the trust fund. Wells Fargo Bank is expected to enter into one or more agreements with the other sponsors (other than National Cooperative Bank, N.A.) to purchase the master servicing rights to the related Mortgage Loans and/or the right to be appointed as the master servicer with respect to such

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Mortgage Loans and to purchase the primary servicing rights to certain of the Mortgage Loans.

The principal west coast commercial mortgage master servicing offices of Wells Fargo Bank are located at MAC A0227-020, 1901 Harrison Street, Oakland, California 94612. The principal east coast commercial mortgage master servicing offices of Wells Fargo Bank are located at Three Wells Fargo, MAC D1050-084, 401 South Tryon Street, Charlotte, North Carolina 28202.

Wells Fargo Bank has been master servicing securitized commercial and multifamily mortgage loans in excess of ten years. Wells Fargo Bank’s primary servicing system runs on McCracken Financial Solutions software, Strategy CS. Wells Fargo Bank reports to trustees and certificate administrators in the CREFC^® format. The following table sets forth information about Wells Fargo Bank’s portfolio of master or primary serviced commercial and multifamily mortgage loans (including loans in securitization transactions and loans owned by other investors) as of the dates indicated:

Commercial and Multifamily Mortgage Loans	As of 12/31/2015	As of 12/31/2016	As of 12/31/2017
By Approximate Number:	32,716	31,128	30,017
By Approximate Aggregate Unpaid Principal Balance (in billions):	$503.3	$506.8	$527.6

Within this portfolio, as of December 31, 2017, are approximately 20,874 commercial and multifamily mortgage loans with an unpaid principal balance of approximately $406.6 billion related to commercial mortgage-backed securities or commercial real estate collateralized debt obligation securities. In addition to servicing loans related to commercial mortgage-backed securities and commercial real estate collateralized debt obligation securities, Wells Fargo Bank also services whole loans for itself and a variety of investors. The properties securing loans in Wells Fargo Bank’s servicing portfolio, as of December 31, 2017, were located in all 50 states, the District of Columbia, Guam, Mexico, the Bahamas, the Virgin Islands and Puerto Rico and include retail, office, multifamily, industrial, hotel and other types of income-producing properties.

In its master servicing and primary servicing activities, Wells Fargo Bank utilizes a mortgage-servicing technology platform with multiple capabilities and reporting functions. This platform allows Wells Fargo Bank to process mortgage servicing activities including, but not limited to: (i) performing account maintenance; (ii) tracking borrower communications; (iii) tracking real estate tax escrows and payments, insurance escrows and payments, replacement reserve escrows and operating statement data and rent rolls; (iv) entering and updating transaction data; and (v) generating various reports.

The following table sets forth information regarding principal and interest advances and servicing advances made by Wells Fargo Bank, as master servicer, on commercial and multifamily mortgage loans included in commercial mortgage-backed securitizations. The information set forth below is the average amount of such advances outstanding over the periods indicated (expressed as a dollar amount and as a percentage of Wells Fargo Bank’s portfolio, as of the end of each such period, of master serviced commercial and multifamily mortgage loans included in commercial mortgage-backed securitizations).

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Period	Approximate Securitized Master-Serviced Portfolio (UPB)*	Approximate Outstanding Advances (P&I and PPA)*	Approximate Outstanding Advances as % of UPB
Calendar Year 2015	$401,673,056,650	$1,600,995,208	0.40%
Calendar Year 2016	$385,516,905,565	$838,259,754	0.22%
Calendar Year 2017	$395,462,169,170	$647,840,559	0.16%

* “UPB” means unpaid principal balance, “P&I” means principal and interest advances and “PPA” means property protection advances.

Wells Fargo Bank is rated by Fitch Ratings, Inc. (“Fitch”), S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC (“S&P”) and Morningstar Credit Ratings, LLC (“Morningstar”) as a primary servicer and a master servicer of commercial mortgage loans in the US. Wells Fargo Bank’s servicer ratings by each of these agencies are outlined below:

	Fitch	S&P	Morningstar
Primary Servicer:	CPS1-	Strong	MOR CS1
Master Servicer:	CMS1-	Strong	MOR CS1

The long-term issuer ratings of Wells Fargo Bank are “AA-” by S&P, “Aa2” by Moody’s Investors Service Inc. (“Moody’s”) and “AA-” by Fitch. The short-term issuer ratings of Wells Fargo Bank are “A-1+” by S&P, “P-1” by Moody’s and “F1+” by Fitch.

Wells Fargo Bank has developed policies, procedures and controls relating to its servicing functions to maintain compliance with applicable servicing agreements and servicing standards, including procedures for handling delinquent loans during the period prior to the occurrence of a special servicing transfer event. Wells Fargo Bank’s master servicing policies and procedures are updated periodically to keep pace with the changes in the commercial mortgage-backed securities industry and have been generally consistent for the last three years in all material respects. The only significant changes in Wells Fargo Bank’s policies and procedures have come in response to changes in federal or state law or investor requirements, such as updates issued by the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation.

Wells Fargo Bank may perform any of its obligations under the PSA through one or more third-party vendors, affiliates or subsidiaries. Notwithstanding the foregoing, Wells Fargo Bank, as the master servicer, will remain responsible for its duties under the PSA. Wells Fargo Bank may engage third-party vendors to provide technology or process efficiencies. Wells Fargo Bank monitors its third-party vendors in compliance with its internal procedures and applicable law. Wells Fargo Bank has entered into contracts with third-party vendors for the following functions:

● provision of Strategy and Strategy CS software;

● audit services;

● tracking and reporting of flood zone changes;

● abstracting of leasing consent requirements contained in mortgage loan documents;

● legal representation;

● assembly of data regarding buyer and seller (borrower) with respect to proposed loan assumptions and preparation and underwriting of loan assumption package for review by Wells Fargo Bank;

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● performance of property inspections;

● performance of tax parcel searches based on property legal description, monitoring and reporting of delinquent taxes, and collection and payment of taxes;

● Uniform Commercial Code searches and filings;

● insurance tracking and compliance;

● onboarding-new loan setup;

● lien release-filing and tracking;

● credit investigations and background checks; and

● defeasance calculations.

Wells Fargo Bank may also enter into agreements with certain firms to act as a primary servicer and to provide cashiering or non-cashiering sub-servicing on the Mortgage Loans. Wells Fargo Bank monitors and reviews the performance of sub-servicers appointed by it. Generally, all amounts received by Wells Fargo Bank on the Mortgage Loans will initially be deposited into a common clearing account with collections on other mortgage loans serviced by Wells Fargo Bank and will then be allocated and transferred to the appropriate account as described in this prospectus. On the day any amount is to be disbursed by Wells Fargo Bank, that amount is transferred to a common disbursement account prior to disbursement.

In its capacity as a master servicer, Wells Fargo Bank will not have primary responsibility for custody services of original documents evidencing the Mortgage Loans. On occasion, Wells Fargo Bank may have custody of certain of such documents as are necessary for enforcement actions involving the Mortgage Loans or otherwise. To the extent Wells Fargo Bank performs custodial functions as a servicer, documents will be maintained in a manner consistent with the Servicing Standard.

A Wells Fargo Bank proprietary website (www.wellsfargo.com/com/comintro) provides investors with access to investor reports for commercial mortgage-backed securitization transactions for which Wells Fargo Bank is master servicer, and also provides borrowers with access to current and historical loan and property information for these transactions.

Wells Fargo & Company files reports with the SEC as required under the Exchange Act. Such reports include information regarding Wells Fargo Bank and may be obtained at the website maintained by the SEC at www.sec.gov.

There are no legal proceedings pending against Wells Fargo Bank, or to which any property of Wells Fargo Bank is subject, that are material to the Certificateholders, nor does Wells Fargo Bank have actual knowledge of any proceedings of this type contemplated by governmental authorities.

As of the Closing Date, neither Wells Fargo Bank nor any of its affiliates will retain any certificates issued by the issuing entity or any other economic interest in this securitization, except that Wells Fargo Bank will retain $16,499,051.46 Certificate Balance of the RR Interest. However, Wells Fargo Bank or its affiliates may, from time to time after the initial sale of the certificates to investors on the Closing Date, acquire additional certificates pursuant to secondary market transactions. Any such party will have the right to dispose of any such certificates (other than Wells Fargo Bank’s portion of the RR Interest) at any time. Wells Fargo Bank will be required to retain its portion of the RR Interest for so long as

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retention thereof is necessary for it to remain in compliance with the Credit Risk Retention Rules. See “Credit Risk Retention”.

The foregoing information set forth under this sub-heading regarding Wells Fargo Bank has been provided by Wells Fargo Bank.

For a description of any material affiliations, relationships and related transactions between Wells Fargo Bank, in its capacity as master servicer, and the other transaction parties, see “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties”.

Wells Fargo Bank will have various duties under the PSA. Certain duties and obligations of Wells Fargo Bank are described under “Pooling and Servicing Agreement—General” and “—Enforcement of “Due-on-Sale”and “Due-on-Encumbrance” Provisions”. The ability of a master servicer to waive or modify any terms, fees, penalties or payments on the Mortgage Loans (other than a Non-Serviced Mortgage Loan), and the effect of that ability on the potential cash flows from such Mortgage Loans, are described under “Pooling and Servicing Agreement—Modifications, Waivers and Amendments”. The master servicers’ obligations as the servicer to make advances, and the interest or other fees charged for those advances and the terms of the master servicers’ recovery of those advances, are described under “Pooling and Servicing Agreement—Advances”.

Wells Fargo Bank, in its capacity as master servicer, will only be liable under the PSA to the extent of the obligations specifically imposed by the PSA. Certain terms of the PSA regarding the master servicers’ removal, replacement or resignation are described under “Pooling and Servicing Agreement—Limitation on Liability; Indemnification”, “—Termination of a Master Servicer or Special Servicer for Cause—Servicer Termination Events”, “—Rights Upon Servicer Termination Event” and “—Waiver of Servicer Termination Event”. The master servicers’ rights and obligations with respect to indemnification, and certain limitations on the master servicers’ liability under the PSA, are described under “Pooling and Servicing Agreement—Limitation on Liability; Indemnification” in this prospectus.

National Cooperative Bank, N.A.

National Cooperative Bank, N.A., a national banking association regulated by the Office of the Comptroller of the Currency, will act as master servicer with respect to 13 of the Mortgage Loans, representing approximately 7.6% of the Initial Pool Balance. National Cooperative Bank, N.A. is one of the mortgage loan sellers and one of the special servicers. Its servicing offices are located at 2011 Crystal Drive, Suite 800, Arlington, VA 22202. National Cooperative Bank, N.A. has been servicing mortgage loans since 1990. As of December 31, 2017, National Cooperative Bank, N.A. was the primary or master servicer of a portfolio of multifamily and commercial mortgage loans in commercial mortgage-backed securities transactions and in agency mortgage-backed security and cash sale transactions in the United States totaling approximately $3.7 billion in aggregate outstanding principal balance. There are currently no outstanding servicing advances made by National Cooperative Bank, N.A. in regards to any Mortgage Loan being transferred by it for inclusion in the Trust Fund.

As of December 31, 2017, National Cooperative Bank, N.A. had total assets of $2,277.2 million, a capital base in excess of regulatory requirements with a Common Equity Tier 1 Capital to Risk Weighted Assets ratio of 14.6%. For the year ended December 31, 2017, National Cooperative Bank, N.A. reported net income of $14.0 million. As of December 31, 2016, National Cooperative Bank, N.A. had total assets of $2,224.5 million, a capital base in excess of regulatory requirements with a Common Equity Tier 1 Capital to Risk Weighted

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Assets ratio of 14.6%. For the year ended December 31, 2016, National Cooperative Bank, N.A. reported net income of $18.5 million.

National Cooperative Bank, N.A. is rated by Fitch and S&P as master, primary and special commercial mortgage servicers. Current ratings are shown below:

Servicer Rating Type	Fitch	S&P
Master Servicer	CMS2-	Average
Primary Servicer	CPS1-	Above Average
Special Servicer	CSS2-	Average

National Cooperative Bank, N.A. is also a Fannie Mae-approved multifamily loan servicer.

National Cooperative Bank, N.A.’s total portfolio of serviced commercial and multifamily mortgage loans by approximate number of loans and approximate unpaid principal balance is shown below:

Year-End	2015(1)	2016(1)	2017(1)	2018(2)
By Approximate Number:	3,858	3,718	3,524	3,560
By Approximate Aggregate Unpaid Principal Balance (in billions):	$5.8 billion	$5.5 billion	$5.3 billion	$5.3 billion

⁽¹⁾ As of the last day of the calendar year indicated.

⁽²⁾ As of February 28, 2018.

Within National Cooperative Bank, N.A.’s total portfolio of serviced commercial and multifamily mortgage loans, as of February 28, 2018, are approximately 1,255 commercial and multifamily mortgage loans with an unpaid principal balance of approximately $3.7 billion related to commercial mortgage-backed securities transactions (including agency mortgage-backed security and cash sale transactions). In addition to servicing loans related to commercial mortgage-backed securities transactions, National Cooperative Bank, N.A. also services whole loans for itself and a variety of investors. The properties securing loans in National Cooperative Bank, N.A.’s servicing portfolio, as of February 28, 2018, were located in 41 states and the District of Columbia and include retail, office, multifamily, industrial, hospitality and other types of income-producing properties.

National Cooperative Bank, N.A. has detailed operating policies and procedures for the performance of its master servicing obligations. National Cooperative Bank, N.A. servicing policies and procedures are updated periodically to keep pace with changes in the commercial mortgage-backed securities industry generally and have been generally consistent for the last three years in all material respects. The only significant changes in National Cooperative Bank, N.A.’s policies and procedures have come in response to changes in federal or state law or investor requirements, such as updates issued by Fannie Mae.

National Cooperative Bank, N.A. utilizes a multi-application mortgage-servicing technology platform, with multiple capabilities and reporting functions, to facilitate the processing of mortgage servicing activities. Among other functions, this platform performs account maintenance, tracks borrower communications, tracks escrow deposits, balances and withdrawals, tracks loan prepayments and payoffs, updates transaction data and generates various account reports. National Cooperative Bank, N.A.’s primary servicing system runs on McCracken Financial Solutions Corp. Strategy CS software. National Cooperative Bank, N.A. reports to trustees and certificate administrators in the CREFC® format. National Cooperative Bank, N.A. has a formal, documented disaster recovery and

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business continuity plan, including the use of off-site backup facilities, which is managed by its on-site staff.

The table below sets forth information regarding principal and interest advances and servicing advances made by National Cooperative Bank, N.A., as master servicer, on commercial and multifamily mortgage loans included in commercial mortgage-backed securitizations. The information set forth is the amount of such advances as of the last day of the period indicated (expressed as a dollar amount and as a percentage of National Cooperative Bank, N.A.’s portfolio, as of the end of each such period, of master serviced commercial and multifamily mortgage loans included in commercial mortgage-backed securitizations).

Period	Approximate Securitized Master-Serviced Portfolio (UPB)*	Approximate Outstanding Advances (P&I and PPA)*	Approximate Outstanding Advances as % of UPB
Calendar Year 2015	$1,534,626,850	$4,889,654	0.31%
Calendar Year 2016	$1,635,314,153	$1,818,975	0.11%
Calendar Year 2017	$1,734,514,416	$184,087	0.01%
Calendar Year 2018(1)	$1,779,812,964	$207,037	0.01%

* “UPB” means unpaid principal balance, “P&I” means principal and interest advances and “PPA” means property protection advances.

⁽¹⁾ As of February 28, 2018.

National Cooperative Bank, N.A. may perform any of its obligations under the PSA through one or more third-party vendors, affiliates or subsidiaries. Notwithstanding the foregoing, National Cooperative Bank, N.A., as a master servicer, will remain responsible for its duties under the PSA. National Cooperative Bank, N.A. may engage third-party vendors to provide technology or process efficiencies. National Cooperative Bank, N.A. monitors its third-party vendors in compliance with its internal vendor management procedures and applicable law. National Cooperative Bank, N.A. has entered into contracts with third party vendors for the following functions:

● provision of loan servicing software – McCracken/Strategy CS;

● tracking and reporting of flood zone changes;

● legal representation;

● performance of ongoing property inspections;

● performance of tax parcel searches based on property legal description, monitoring and reporting of delinquent taxes, and collection and payment of taxes; and

● Uniform Commercial Code searches and filings.

Generally, all amounts received by National Cooperative Bank, N.A. on the mortgage loans will initially be deposited into a common clearing account with collections on other mortgage loans serviced by National Cooperative Bank, N.A. Funds are then transferred to segregated investor specific accounts pursuant to the servicing agreements.

Via a password-protected website, for commercial mortgage-backed securitization transactions for which National Cooperative Bank, N.A. is master servicer, National Cooperative Bank, N.A. provides its commercial mortgage-backed securities investors with access to data and reports.

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There are no legal proceedings pending against National Cooperative Bank, N.A., or to which any property of National Cooperative Bank, N.A. is subject, that are material to the Certificateholders, nor does National Cooperative Bank, N.A. have actual knowledge of any such proceedings that are contemplated by governmental authorities.

No securitization transaction in which National Cooperative Bank, N.A. was acting as master servicer has experienced a servicer event of default under any applicable servicing agreement as a result of any action or inaction of National Cooperative Bank, N.A. as master servicer, including as a result of a failure by National Cooperative Bank, N.A. to comply with the applicable servicing criteria in connection with any securitization transaction. National Cooperative Bank, N.A. has not been terminated as master servicer in any securitization due to a servicing default. National Cooperative Bank, N.A. has made all advances required to be made by it under the servicing agreements related to the securitization transactions in which National Cooperative Bank, N.A. is acting as master servicer. No assessment of compliance with the servicing criteria set forth in Item 1122 of Regulation AB applicable to National Cooperative Bank, N.A. has disclosed any material noncompliance by National Cooperative Bank, N.A. with such applicable servicing criteria in connection with any securitization in which National Cooperative Bank, N.A. was acting as master servicer.

National Cooperative Bank, N.A., as a master servicer, will be required to pay all expenses incurred by it in connection with its responsibilities under the PSA (subject to reimbursement as described in this prospectus), including all fees of any sub-servicers retained by it.

In its capacity as master servicer, National Cooperative Bank, N.A. will not have primary responsibility for custody services of original documents evidencing the Mortgage Loans. On occasion, National Cooperative Bank, N.A. may have custody of certain of such documents as are necessary for enforcement actions involving the Mortgage Loans or otherwise. To the extent National Cooperative Bank, N.A. performs custodial functions as a servicer, documents will be maintained in a manner consistent with the Servicing Standard.

National Cooperative Bank, N.A. converted to a national bank charter from a federal thrift charter effective as of December 31, 2014. As a result of the conversion, its name changed from NCB, FSB to National Cooperative Bank, N.A. The conversion permits the bank to increase its commercial lending but does not otherwise impact its commercial real estate lending business or its servicing or deposit platforms. Similarly, the bank’s Board of Directors and senior management have not changed as a result of the conversion, and the Office of the Comptroller of the Currency continues to be the primary federal regulator of the bank.

As of the Closing Date, neither National Cooperative Bank, N.A. nor any of its affiliates will retain any certificates issued by the issuing entity or any other economic interest in this securitization. However, National Cooperative Bank, N.A. or its affiliates may, from time to time after the initial sale of the certificates to investors on the Closing Date, acquire certificates pursuant to secondary market transactions. Any such party will have the right to dispose of any such certificates at any time.

For a description of any material affiliations, relationships and related transactions between National Cooperative Bank, N.A., in its capacity as master servicer, and the other transaction parties, see “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties”.

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National Cooperative Bank, N.A. will have various duties under the PSA. Certain duties and obligations of National Cooperative Bank, N.A. are described under “Pooling and Servicing Agreement—General” and “—Enforcement of ‘Due-on-Sale’ and ‘Due-on-Encumbrance’ Provisions” in this prospectus. The ability of a master servicer to waive or modify any terms, fees, penalties or payments on the Mortgage Loans (other than a Non-Serviced Mortgage Loan), and the effect of that ability on the potential cash flows from such Mortgage Loans, are described under “Pooling and Servicing Agreement—Modifications, Waivers and Amendments” in this prospectus. The master servicers’ obligations to make advances, and the interest or other fees charged for those advances and the terms of the master servicers’ recovery of those advances, are described under “Pooling and Servicing Agreement—Advances” in this prospectus.

National Cooperative Bank, N.A., in its capacity as a master servicer, will only be liable under the PSA to the extent of the obligations specifically imposed by the PSA. Certain terms of the PSA regarding a master servicer’s removal or replacement, resignation are described under “Pooling and Servicing Agreement—Limitation on Liability; Indemnification”, “—Termination of a Master Servicer or Special Servicer for Cause—Servicer Termination Events”, “—Rights Upon Servicer Termination Event” and “—Waiver of Servicer Termination Event” in this prospectus. A master servicer’s rights and obligations with respect to indemnification, and certain limitations on a master servicer’s liability under the PSA, are described under “Pooling and Servicing Agreement—Limitation on Liability; Indemnification” in this prospectus.

The information provided in this prospectus concerning National Cooperative Bank, N.A. has been provided by it.

The Special Servicers

Midland Loan Services, a Division of PNC Bank, National Association

Midland Loan Services, a Division of PNC Bank, National Association, a national banking association (“Midland”) is expected to initially be appointed to act as the general special servicer under the PSA. In such capacity, Midland will be responsible for the servicing and administration of the Specially Serviced Loans and any associated REO Properties, and generally will process, review, evaluate and provide or withhold consent as to certain Major Decisions and will perform certain enforcement actions relating to Non-Specially Serviced Loans pursuant to the PSA. Midland’s principal servicing office is located at 10851 Mastin Street, Building 82, Suite 300, Overland Park, Kansas 66210.

Midland is a real estate financial services company that provides loan servicing, asset management and technology solutions for large pools of commercial and multifamily real estate assets. Midland is approved as a master servicer, special servicer and primary servicer for investment-grade commercial and multifamily mortgage-backed securities (“CMMBS”) by S&P, Moody’s, Fitch, Morningstar, DBRS and KBRA. Midland has received the highest rankings as a master and primary servicer of real estate assets under U.S. CMMBS transactions from S&P, Fitch and Morningstar and the highest rankings as a special servicer of real estate assets under U.S. CMMBS transactions from S&P and Morningstar. For each category, S&P ranks Midland as “Strong” and Morningstar ranks Midland as “CS1”. Fitch ranks Midland as “CMS1” for master servicer, “CPS1” for primary servicer, and “CSS2+” for special servicer. Midland is also a HUD/FHA-approved mortgagee and a Fannie Mae approved multifamily loan servicer.

Midland has detailed operating procedures across the various servicing functions to maintain compliance with its servicing obligations and the servicing standards under

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Midland’s servicing agreements, including procedures for managing delinquent and specially serviced loans. The policies and procedures are reviewed annually and centrally managed. Furthermore, Midland’s disaster recovery plan is reviewed annually.

Midland will not have primary responsibility for custody services of original documents evidencing the underlying Mortgage Loans or the Serviced Pari Passu Companion Loans. Midland may from time to time have custody of certain of such documents as necessary for enforcement actions involving particular Mortgage Loans or the Serviced Pari Passu Companion Loans or otherwise. To the extent that Midland has custody of any such documents for any such servicing purposes, such documents will be maintained in a manner consistent with the Servicing Standard.

No securitization transaction involving commercial or multifamily mortgage loans in which Midland was acting as master servicer, primary servicer or special servicer has experienced a servicer event of default or servicer termination event as a result of any action or inaction of Midland as master servicer, primary servicer or special servicer, as applicable, including as a result of Midland’s failure to comply with the applicable servicing criteria in connection with any securitization transaction. Midland has made all advances required to be made by it under the servicing agreements on the commercial and multifamily mortgage loans serviced by Midland in securitization transactions.

From time to time Midland is a party to lawsuits and other legal proceedings as part of its duties as a loan servicer (e.g., enforcement of loan obligations) and/or arising in the ordinary course of business. Midland does not believe that any such lawsuits or legal proceedings would, individually or in the aggregate, have a material adverse effect on its business or its ability to service loans pursuant to the PSA.

Midland currently maintains an Internet-based investor reporting system, CMBS Investor Insight^®, that contains performance information at the portfolio, loan and property levels on the various commercial mortgage backed securities transactions that it services. Certificateholders, prospective transferees of the certificates and other appropriate parties may obtain access to CMBS Investor Insight^® through Midland’s website at www.pnc.com/midland. Midland may require registration and execution of an access agreement in connection with providing access to CMBS Investor Insight^®.

As of March 31, 2018, Midland was master and/or primary servicing approximately 31,950 commercial and multifamily mortgage loans with a principal balance of approximately $454 billion. The collateral for such loans is located in all 50 states, the District of Columbia, Puerto Rico, Guam and Canada. Approximately 9,060 of such loans, with a total principal balance of approximately $169 billion, pertain to commercial and multifamily mortgage-backed securities. The related loan pools include multifamily, office, retail, hospitality and other income producing properties.

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Midland has been servicing commercial and multifamily loans and leases in CMMBS and other servicing transactions since 1992. The table below contains information on the size of the portfolio of commercial and multifamily loans and leases in CMMBS and other servicing transactions for which Midland has acted as master and/or primary servicer from 2015 to 2017.

Portfolio Size – Master/Primary	Calendar Year End (Approximate amounts in billions)
	2015	2016	2017
CMBS	$149	$149	$162
Other	$255	$294	$323
Total	$404	$444	$486

As of March 31, 2018, Midland was named the special servicer in approximately 315 commercial mortgage backed securities transactions with an aggregate outstanding principal balance of approximately $156 billion. With respect to such transactions as of such date, Midland was administering approximately 103 assets with an outstanding principal balance of approximately $786 million.

Midland has acted as a special servicer for commercial and multifamily loans and leases in CMMBS and other servicing transactions since 1992. The table below contains information on the size of the portfolio of specially serviced commercial and multifamily loans, leases and REO properties that have been referred to Midland as special servicer in CMMBS and other servicing transactions from 2015 to 2017.

Portfolio Size – Special Servicing	Calendar Year End (Approximate amounts in billions)
	2015	2016	2017
Total	$110	$121	$145

Midland may enter into one or more arrangements with the directing certificateholder, holders of controlling class certificates or any person with the right to appoint or remove and replace the special servicer to provide for a discount, waiver and/or revenue sharing with respect to certain of the special servicer compensation in consideration of, among other things, Midland’s appointment (or continuance) as special servicer under the PSA or any related co-lender agreement and the limitations on such person’s right to remove the special servicer.

PNC Bank, National Association and its affiliates may use some of the same service providers (e.g., legal counsel, accountants and appraisal firms) as are retained on behalf of the issuing entity. In some cases, fee rates, amounts or discounts may be offered to PNC Bank, National Association and its affiliates by a third party vendor which differ from those offered to the issuing entity as a result of scheduled or ad hoc rate changes, differences in the scope, type or nature of the service or transaction, alternative fee arrangements, and negotiation by PNC Bank, National Association or its affiliates other than the Midland division.

From time to time, Midland and/or its affiliates may purchase or sell securities, including certificates issued in this offering in the secondary market.

Midland assisted Eightfold Real Estate Capital Fund V, L.P. (or its affiliate) with due diligence relating to the Mortgage Loans to be included in the mortgage pool.

Pursuant to an interim servicing agreement between Midland, the special servicer, and Morgan Stanley Mortgage Capital Holdings LLC, a mortgage loan seller, and/or certain of its

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affiliates, Midland acts as interim servicer with respect to certain mortgage loans unrelated to the Mortgage Loans.

Midland is also the master servicer under the CGCMT 2018-B2 PSA, which governs the servicing of the Extra Space - TIAA Self Storage Portfolio Whole Loan.

The foregoing information regarding Midland Loan Services, a Division of PNC Bank, National Association under this heading “Transaction Parties—The Special Servicers— Midland Loan Services, a Division of PNC Bank, National Association” has been provided by Midland Loan Services, a Division of PNC Bank, National Association.

National Cooperative Bank, N.A.

National Cooperative Bank, N.A., a national banking association regulated by the Office of the Comptroller of the Currency, with respect to 13 of the Mortgage Loans, representing approximately 7.6% of the Initial Pool Balance, will initially be responsible for the servicing and administration of such Mortgage Loans if they become Specially Serviced Loans and any related REO Properties and, with respect to the applicable mortgage loans when they are non-Specially Serviced Loans, reviewing and evaluating certain borrower requests and applicable master servicer’s written analysis and recommendations. National Cooperative Bank, N.A. is one of the mortgage loan sellers and one of the master servicers. Its servicing offices are located at 2011 Crystal Drive, Suite 800, Arlington, VA 22202. National Cooperative Bank, N.A. has been servicing mortgage loans since 1990.

As of December 31, 2017, National Cooperative Bank, N.A. had total assets of $2,277.2 million, a capital base in excess of regulatory requirements with a Common Equity Tier 1 Capital to Risk Weighted Assets ratio of 14.6%. For the year ended December 31, 2017, National Cooperative Bank, N.A. reported net income of $14.0 million. As of December 31, 2016, National Cooperative Bank, N.A. had total assets of $2,224.5 million, a capital base in excess of regulatory requirements with a Common Equity Tier 1 Capital to Risk Weighted Assets ratio of 14.6%. For the year ended December 31, 2016, National Cooperative Bank, N.A. reported net income of $18.5 million.

National Cooperative Bank, N.A. is approved as a special servicer by Fitch and S&P and currently has a special servicer rating of “CSS2-” by Fitch and “Average” by S&P. National Cooperative Bank, N.A. is also a Fannie Mae-approved multifamily loan servicer.

National Cooperative Bank, N.A.’s total portfolio of serviced commercial and multifamily mortgage loans by approximate number of loans and approximate unpaid principal balance is shown below:

Year-End	2015(1)	2016(1)	2017(1)	2018(2)
By Approximate Number:	3,858	3,718	3,524	3,560
By Approximate Aggregate Unpaid Principal Balance (in billions):	$5.8 billion	$5.5 billion	$5.3 billion	$5.3 billion

⁽¹⁾ As of the last day of the calendar year indicated.

⁽²⁾ As of February 28, 2018.

Within National Cooperative Bank, N.A.’s total portfolio of serviced commercial and multifamily mortgage loans, as of February 28, 2018, are approximately 1,255 commercial and multifamily mortgage loans with an unpaid principal balance of approximately $3.7 billion related to commercial mortgage-backed securities transactions (including agency mortgage-backed security and cash sale transactions). In addition to servicing loans related to commercial mortgage-backed securities transactions, National Cooperative Bank, N.A.

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also services whole loans for itself and a variety of investors. The properties securing loans in National Cooperative Bank, N.A.’s servicing portfolio, as of February 28, 2018, were located in 41 states and the District of Columbia and include retail, office, multifamily, industrial, hospitality and other types of income-producing properties.

National Cooperative Bank, N.A. has been acting as a special servicer of mortgage loans in CMBS transactions since 2010. National Cooperative Bank, N.A.’s parent, National Consumer Cooperative Bank, has acted as a special servicer of mortgage loans in CMBS transactions since 1998. In 2010, National Consumer Cooperative Bank transferred its CMBS special servicing operations to National Cooperative Bank, N.A. As of February 28, 2018, National Cooperative Bank, N.A. was named the special servicer in approximately 40 commercial mortgage-backed securities transactions with an aggregate outstanding principal balance of approximately $1.6 billion. The table below contains information on the size of the portfolio of specially serviced commercial and multifamily mortgage loans and REO Properties that have been referred to National Cooperative Bank, N.A. as special servicer in CMBS transactions from 2010 to February 28, 2018.

Portfolio Size – CMBS Special Servicing	2015(1)	2016(1)	2017(1)	2018(2)
Total	$49,310,253	$25,939,525	$0	$0

⁽¹⁾ Size of portfolio for which National Cooperative Bank, N.A. acted as special servicer as of the last day of the calendar year indicated.

⁽²⁾ As of February 28, 2018.

National Cooperative Bank, N.A. has detailed servicing policies and procedures across the various servicing functions to maintain compliance with its servicing obligations and the servicing standards under National Cooperative Bank, N.A.’s servicing agreements, including procedures for managing delinquent and specially serviced loans and loans subject to the bankruptcy of the borrower. These policies and procedures include, among other things, measures for notifying borrowers of payment delinquencies and other loan defaults and for working with borrowers to facilitate collections and performance. National Cooperative Bank, N.A. periodically updates its servicing policies and procedures to keep pace with changes in the commercial mortgage-backed securities industry generally and to comply with changes in federal or state law or investor requirements. These policies and procedures are, among other things, in compliance with the applicable servicing criteria set forth in Item 1122 of Regulation AB.

National Cooperative Bank, N.A.’s servicing personnel are highly skilled professionals that proactively manage specially serviced assets through the workout cycle from initiation of foreclosure, bankruptcy, real estate owned or modification. National Cooperative Bank, N.A. takes a disciplined approach to the management and resolution of specially serviced loans and evaluates all viable resolution strategies to determine the strategy that generates the highest net present value for the holder of such specially serviced loan. Default resolution strategies are determined in accordance with the respective pooling and servicing agreement and the terms of the related mortgage loan documents.

National Cooperative Bank, N.A. has not engaged and does not currently intend to engage any third party servicers to perform on its behalf any of its special servicing duties with respect to the trust mortgage loans for which National Cooperative Bank, N.A. acts as special servicer.

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National Cooperative Bank, N.A. has a formal, documented disaster recovery and business continuity plan, including the use of off-site backup facilities, which is managed by its on-site staff.

There are no legal proceedings pending against National Cooperative Bank, N.A., or to which any property of National Cooperative Bank, N.A. is subject, that are material to the Certificateholders, nor does National Cooperative Bank, N.A. have actual knowledge of any such proceedings that are contemplated by governmental authorities.

No securitization transaction in which National Cooperative Bank, N.A. was acting as special servicer has experienced a servicer event of default under any applicable servicing agreement as a result of any action or inaction of National Cooperative Bank, N.A. as special servicer, including as a result of a failure by National Cooperative Bank, N.A. to comply with the applicable servicing criteria in connection with any securitization transaction. National Cooperative Bank, N.A. has not been terminated as special servicer in any securitization due to a servicing default. National Cooperative Bank, N.A. has made all advances required to be made by it under the servicing agreements related to the securitization transactions in which National Cooperative Bank, N.A. is acting as special servicer. No assessment of compliance with the servicing criteria set forth in Item 1122 of Regulation AB applicable to National Cooperative Bank, N.A. has disclosed any material noncompliance by National Cooperative Bank, N.A. with such applicable servicing criteria in connection with any securitization in which National Cooperative Bank, N.A. was acting as special servicer.

National Cooperative Bank, N.A., as a special servicer, will be required to pay all expenses incurred in connection with its responsibilities under the PSA (subject to reimbursement as described in this prospectus), including all fees of any sub-servicers retained by it.

Although National Cooperative Bank, N.A. does not presently intend to enter into any such arrangement, National Cooperative Bank, N.A. may, in the future, enter into one or more arrangements with any party entitled to appoint or remove and replace a special servicer to provide for a discount and/or revenue sharing with respect to certain of the special servicer compensation in consideration of, among other things, National Cooperative Bank, N.A.’s appointment as special servicer under the PSA and limitations on such person’s right to replace National Cooperative Bank, N.A. as a special servicer.

National Cooperative Bank, N.A. converted to a national bank charter from a federal thrift charter effective as of December 31, 2014. As a result of the conversion, its name changed from NCB, FSB to National Cooperative Bank, N.A. The conversion permits the bank to increase its commercial lending but does not otherwise impact its commercial real estate lending business or its servicing or deposit platforms. Similarly, the bank’s Board of Directors and senior management have not changed as a result of the conversion, and the Office of the Comptroller of the Currency continues to be the primary federal regulator of the bank.

As of the Closing Date, neither National Cooperative Bank, N.A. nor any of its affiliates will retain any certificates issued by the issuing entity or any other economic interest in this securitization. However, National Cooperative Bank, N.A. or its affiliates may, from time to time after the initial sale of the certificates to investors on the Closing Date, acquire certificates pursuant to secondary market transactions. Any such party will have the right to dispose of any such certificates at any time.

For a description of any material affiliations, relationships and related transactions between National Cooperative Bank, N.A., in its capacity as special servicer, and the other

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transaction parties, see “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties” in this prospectus.

National Cooperative Bank, N.A. will have various duties under the PSA. Certain duties and obligations of National Cooperative Bank, N.A. are described under “Pooling and Servicing Agreement—General” and “—Enforcement of ‘Due-on-Sale’ and ‘Due-on-Encumbrance’ Provisions”. The ability of a special servicer to waive or modify any terms, fees, penalties or payments on the Mortgage Loans, and the effect of that ability on the potential cash flows from such Mortgage Loans, are described under “Pooling and Servicing Agreement—Modifications, Waivers and Amendments” in this prospectus.

National Cooperative Bank, N.A., in its capacity as a special servicer, will only be liable under the PSA to the extent of the obligations specifically imposed by the PSA. Certain terms of the PSA regarding a special servicer’s removal or replacement, resignation are described under “Pooling and Servicing Agreement—Limitation on Liability; Indemnification”, “—Termination of a Master Servicer or Special Servicer for Cause—Servicer Termination Events”, “—Rights Upon Servicer Termination Event” and “—Waiver of Servicer Termination Event” in this prospectus. National Cooperative Bank, N.A.’s, as a special servicer’s, rights and obligations with respect to indemnification, and certain limitations under the PSA on the its liability as a special servicer are described under “Pooling and Servicing Agreement—Limitation on Liability; Indemnification” in this prospectus.

The information provided in this prospectus concerning National Cooperative Bank, N.A. has been provided by it.

The Operating Advisor and Asset Representations Reviewer

Park Bridge Lender Services LLC (“Park Bridge Lender Services”), a New York limited liability company and an indirect, wholly owned subsidiary of Park Bridge Financial LLC (“Park Bridge Financial”), will act as operating advisor and asset representations reviewer under the PSA with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan). Park Bridge Lender Services has an address at 600 Third Avenue, 40th Floor, New York, New York 10016 and its telephone number is (212) 230-9090.

Park Bridge Financial is a privately held commercial real estate finance advisory firm headquartered in New York, New York. Since its founding in 2009, Park Bridge Financial and its affiliates have been engaged by commercial banks (community, regional and multi-national), opportunity funds, REITs, investment banks, insurance companies, entrepreneurs and hedge funds on a wide variety of advisory assignments. These engagements have included: mortgage brokerage, loan syndication, contract underwriting, valuations, risk assessments, surveillance, litigation support, expert testimony, loan restructures as well as the disposition of commercial mortgages and related collateral.

Park Bridge Financial’s technology platform is server-based with back-up, disaster-recovery and encryption services performed by vendors and data centers that comply with industry and regulatory standards.

As of March 31, 2018, Park Bridge Lender Services was acting as operating advisor or trust advisor for commercial mortgage-backed securities transactions with an approximate aggregate initial principal balance of $153.052 billion issued in 173 transactions.

As of March 31, 2018, Park Bridge Lender Services was acting as asset representations reviewer for 69 commercial mortgage-backed securities transactions or other similar transactions with an approximate aggregate initial principal balance of $60.551 billion.

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There are no legal proceedings pending against Park Bridge Lender Services, or to which any property of Park Bridge Lender Services is subject, that are material to the Certificateholders, nor does Park Bridge Lender Services have actual knowledge of any proceedings of this type contemplated by governmental authorities.

The foregoing information under this heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” has been provided by Park Bridge Lender Services.

For a description of any material affiliations, relationships and related transactions between the operating advisor, the asset representations reviewer and the other transaction parties, see “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties” in this prospectus.

The operating advisor and the asset representations reviewer will only be liable under the PSA to the extent of the obligations specifically imposed by the PSA, and no implied duties or obligations may be asserted against the operating advisor or the asset representations reviewer. For further information regarding the duties, responsibilities, rights and obligations of the operating advisor and the asset representations reviewer, as the case may be, under the PSA, including those related to indemnification, see “Pooling and Servicing Agreement—The Operating Advisor”, “—The Asset Representations Reviewer” and “—Limitation on Liability; Indemnification”. Certain terms of the PSA regarding the operating advisor’s or asset representations reviewer’s, as the case may be, removal, replacement, resignation or transfer are described under “Pooling and Servicing Agreement—The Operating Advisor” and “—The Asset Representations Reviewer” in this prospectus.

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Credit Risk Retention

General

Regulation RR implementing the risk retention requirements of Section 15G of the Exchange Act (the “Credit Risk Retention Rules”) will apply to this securitization. The RR Interest is intended to meet the definition of a “single vertical security” that is an “eligible vertical interest” (as such terms are defined in the Credit Risk Retention Rules), and MSMCH is acting as the retaining sponsor under the Credit Risk Retention Rules (in such capacity, the “Retaining Sponsor”). Morgan Stanley Bank, Bank of America and Wells Fargo Bank (the “Retaining Parties”) will retain the indicated amount of the RR Interest below.

The RR Interest will have an aggregate Certificate Balance as of the Closing Date of approximately $34,410,034.68, representing 5.0% of all “ABS interests” (as defined in the Credit Risk Retention Rules) in the Trust (which will consist of the Certificates other than the Class R Certificates and the RR Interest). The effective interest rate of the RR Interest will be equal to the WAC Rate. In accordance with the definition of “single vertical security” under the Credit Risk Retention Rules, the RR Interest will entitle the holders thereof to a specified percentage (equal to the Risk Retention Allocation Percentage) of the amounts paid on each class of Certificates (other than the Class R Certificates and the RR Interest).

MSMCH will be permitted to offset the amount of its required risk retention by the portions of the RR Interest acquired by each of Wells Fargo Bank and Bank of America, as originators of one or more of the securitized assets. For a description of the originators, see “Transaction Parties—The Sponsors and Mortgage Loan Sellers”.

On the Closing Date, Morgan Stanley Bank, a national banking association, will acquire from the Depositor, and retain, $8,000,021.63 of the RR Interest, representing approximately 23.2% of the aggregate Certificate Balance of all of the outstanding RR Interest. Morgan Stanley Bank is a majority owned affiliate (within the meaning of the Credit Risk Retention Rules) of MSMCH, the Retaining Sponsor. Wells Fargo Bank, a national banking association, will acquire from the Depositor, and retain, $16,499,051.46 of the RR Interest, representing approximately 47.9% of the aggregate Certificate Balance of all of the outstanding RR Interest. Wells Fargo Bank originated approximately 47.9% of the aggregate Initial Pool Balance, which is at least 20% of the total Initial Pool Balance and is equal to its percentage ownership of the aggregate Certificate Balance of all of the outstanding RR Interest, in accordance with Rule 11(a)(1) of the Credit Risk Retention Rules. Bank of America, a national banking association, will acquire from the Depositor, and retain, $9,910,961.59 of the RR Interest, representing approximately 28.8% of the aggregate Certificate Balance of all of the outstanding RR Interest. Bank of America originated approximately 28.8% of the aggregate Initial Pool Balance, which is at least 20% of the total Initial Pool Balance and is equal to its percentage ownership of the aggregate Certificate Balance of all of the outstanding RR Interest, in accordance with Rule 11(a)(1) of the Credit Risk Retention Rules. Each Retaining Party (other than Morgan Stanley Bank) will acquire its applicable portion of the RR Interest from the Depositor pursuant to an exchange under Rule 11(a)(1)(iv)(B) of the Credit Risk Retention Rules, whereby such Retaining Party will sell to the Depositor the Mortgage Loans (or applicable portions thereof) that it has originated in exchange for cash consideration and such applicable portion of the RR Interest. The Certificate Balance of such applicable portion of the RR Interest (i) will, subject to certain adjustments for deal proceeds and expenses, represent a reduction in the price received by such Retaining Party from the Depositor for the Mortgage Loans (or applicable portions thereof) sold by such Retaining Party to the Depositor for inclusion in the Mortgage Pool and (ii) will equal the amount by which the Retaining Sponsor’s risk retention is reduced by such Retaining Party in accordance with the Credit Risk Retention Rules.

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None of the sponsors, the depositor, the issuing entity or any other party to the transaction intends to retain a material net economic interest in the securitization constituted by the issue of the Offered Certificates in accordance with the EU Risk Retention and Due Diligence Requirements or to take any other action which may be required by EEA-regulated investors for the purposes of their compliance with the EU Risk Retention and Due Diligence requirements or similar requirements. See “Risk Factors—Other Risks Relating to the Certificates—Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity of the Offered Certificates”.

Notwithstanding any references in this prospectus to the Credit Risk Retention Rules, Regulation RR, the retaining sponsor, the Retaining Party and other risk retention related matters, in the event the Credit Risk Retention Rules and/or Regulation RR (or any relevant portion thereof) are repealed or determined by applicable regulatory agencies to be no longer applicable to this securitization transaction, none of the retaining sponsor, the Retaining Party or any other party will be required to comply with or act in accordance with the Credit Risk Retention Rules or Regulation RR (or such relevant portion thereof).

RR Interest

Retained Certificate Available Funds

The right to payment of holders of the RR Interest ispro rata andpari passu with the right to payment of holders of the certificates other than the Class R Certificates and the RR Interest (as a collective whole). The amount available for distribution to the holders of the RR Interest on each Distribution Date will, in general, equal the sum of (i) the Required Credit Risk Retention Percentage of the Aggregate Available Funds (described under “Description of the Certificates—Distributions—Available Funds”) for such Distribution Date and (ii) the Retained Certificate Gain-on-Sale Remittance Amount for such Distribution Date (such amount, the “Retained Certificate Available Funds”).

The “Retained Certificate Gain-on-Sale Remittance Amount” for each Distribution Date will be equal to the lesser of (i) the amount on deposit in the Retained Certificate Gain-on-Sale Reserve Account on such Distribution Date, and (ii) the Required Credit Risk Retention Percentage of the Aggregate Gain-on-Sale Entitlement Amount (described under “Description of the Certificates—Distributions—Available Funds”).

Priority of Distributions

On each Distribution Date, for so long as the aggregate Certificate Balance of the RR Interest has not been reduced to zero, the certificate administrator is required to apply amounts on deposit in the Distribution Account, to the extent of the Retained Certificate Available Funds, in the following order of priority:

First,to the RR Interest, in respect of interest, up to an amount equal to the Retained Certificate Interest Distribution Amount for such Distribution Date;

Second,to the RR Interest, in reduction of the Certificate Balance thereof, an amount equal to the Retained Certificate Principal Distribution Amount for such Distribution Date, until the Certificate Balance of the RR Interest has been reduced to zero; and

Third,to the RR Interest, up to an amount equal to the product of (A) the Risk Retention Allocation Percentage and (B) the aggregate amount of reimbursed Realized Losses and interest thereon distributed to the holders of the Regular Certificates (other than the RR Interest) pursuant to clausesThird,Sixth,Ninth,Twelfth,Fifteenth,

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Eighteenth,Twenty-firstandTwenty-fourth in “Description of the Certificates—Distributions—Priority of Distributions” in this prospectus;

provided,however, that to the extent any Retained Certificate Available Funds remain in the Distribution Account after applying amounts as set forth in clausesFirst throughThird above, any such amounts will be disbursed to the Class R certificates, as the REMIC residual interest, in compliance with the Code and applicable REMIC Regulations. The REMIC residual interest, sometimes commonly referred to as a “non-economic residual”, is a tax-based certificate required to be issued as part of any REMIC securitization and the holder of that interest will incur any tax liability of the REMIC trust.  The REMIC residual interest is not entitled to any interest or principal in the securitization trust;however, REMIC Regulations require that the amount, if any, remaining in a REMIC trust after all amounts are paid to the regular interests be paid to the REMIC residual interest.

The effective interest rate on the RR Interest will be aper annumrate equal to the WAC Rate for the related Distribution Date.

The “Non-Retained Percentage” is 100% minus the Required Credit Risk Retention Percentage.

The “Retained Certificate Interest Distribution Amount” with respect to any Distribution Date and the RR Interest will equal the product of (A) the Risk Retention Allocation Percentage and (B) the aggregate amount of interest distributed on the Regular Certificates (other than the RR Interest) according to clauses First, Fourth, Seventh, Tenth, Thirteenth, Sixteenth, Nineteenth and Twenty-second in “Description of the Certificates—Distributions—Priority of Distributions” in this prospectus.

The “Retained Certificate Principal Distribution Amount” with respect to any Distribution Date and the RR Interest will equal the product of (a) the Risk Retention Allocation Percentage and (b) the aggregate amount of principal distributed on the Regular Certificates (other than the RR Interest) according to clauses Second, Fifth, Eighth, Eleventh, Fourteenth, Seventeenth, TwentiethandTwenty-third in “Description of the Certificates—Distributions—Priority of Distributions” in this prospectus.

The “Risk Retention Allocation Percentage” will equal the Required Credit Risk Retention Percentage divided by the Non-Retained Percentage.

Allocation of Retained Certificate Realized Losses

The certificate administrator will be required to allocate any Retained Certificate Realized Losses to the RR Interest in reduction of the Certificate Balance thereof.

The “Retained Certificate Realized Loss” with respect to any Distribution Date is the amount, if any, by which (i) the product of (A) the Required Credit Risk Retention Percentage and (B) the aggregate Stated Principal Balance (for purposes of this calculation only, not giving effect to any reductions of the Stated Principal Balance for payments of principal collected on the Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement Amounts to the extent such Workout-Delayed Reimburse Amounts are not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans and any successor REO Loans expected to be outstanding immediately following such Distribution Date, is less than (ii) the Certificate Balance of the RR Interest after giving effect to distributions of principal on such Distribution Date.

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Excess Interest

On each Distribution Date, the certificate administrator is required to distribute a portion of any Excess Interest received with respect to an ARD Loan on or prior to the related Determination Date to the holders of the RR Interest in an amount equal to the Required Credit Risk Retention Percentage of such Excess Interest distributable to all Certificates (including the RR Interest). Excess Interest will not be available to make distributions to any other class of certificates (other than the Class V certificates as described in “Description of the Certificates—Distributions—Excess Interest”) or to provide credit support for other classes of certificates or offset any interest shortfalls or to pay any other amounts to any other party under the PSA.

Yield Maintenance Charge or Prepayment Premium

On each Distribution Date, the certificate administrator is required to distribute to the holders of the RR Interest the Required Credit Risk Retention Percentage of any Yield Maintenance Charge or Prepayment Premium received on or prior to the related Determination Date, as described in “Description of the Certificates—Allocation of Yield Maintenance Charges and Prepayment Premiums”.

Qualifying CRE Loans

The Retaining Parties have determined that for purposes of this transaction 0.0% of the Initial Pool Balance (the “Qualifying CRE Loan Percentage”) is comprised of mortgage loans that are “qualifying CRE loans” as such term is described in Rule 17 of the Credit Risk Retention Rules.

The total required credit risk retention percentage (the “Required Credit Risk Retention Percentage”) for this transaction is 5.0%. The Required Credit Risk Retention Percentage is equal to the product of (i) 1 minus the Qualifying CRE Loan Percentage (expressed as a decimal) and (ii) 5%; subject to a minimum Required Credit Risk Retention Percentage of no less than 2.50% if the issuing entity includes any non-qualifying CRE loans.

Description of the Certificates

General

The certificates will be issued pursuant to a pooling and servicing agreement, between the depositor, the master servicers, the special servicers, the trustee, the certificate administrator, the operating advisor and the asset representations reviewer (the “PSA”) and will represent in the aggregate the entire ownership interest in the issuing entity. The assets of the issuing entity will consist of: (1) the Mortgage Loans and all payments under and proceeds of the Mortgage Loans received after the Cut-off Date (exclusive of payments of principal and/or interest due on or before the Cut-off Date and interest relating to periods prior to, but due after, the Cut-off Date); (2) any REO Property but, with respect to any Whole Loan, only to the extent of the issuing entity’s interest in such Whole Loan; (3) those funds or assets as from time to time are deposited in the accounts discussed in “Pooling and Servicing Agreement—Accounts” (such accounts collectively, the “Securitization Accounts”) (but, with respect to any Whole Loan, only to the extent of the issuing entity’s interest in such Whole Loan), if established; (4) the rights of the mortgagee under all insurance policies with respect to its Mortgage Loans; and (5) certain rights of the depositor under each MLPA relating to Mortgage Loan document delivery requirements and the representations and warranties of each mortgage loan seller regarding the Mortgage Loans it sold to the depositor.

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The Commercial Mortgage Pass-Through Certificates, Series 2018-BNK11 will consist of the following classes: the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates (collectively, with the Class A-S certificates, the “Class A Certificates”), the Class X-A, Class X-B, Class X-D and Class X-E certificates (collectively, the “Class X Certificates”), and the Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class V and Class R certificates and a REMIC regular interest in certificated form representing the RR Interest (the “RR Interest”).

The Class A Certificates (other than the Class A-S certificates) and the Class X Certificates are referred to collectively in this prospectus as the “Senior Certificates”. The Class A-S, Class B, Class C, Class D, Class E, Class F and Class G certificates are referred to collectively in this prospectus as the “Subordinate Certificates”. The Class R certificates are sometimes referred to in this prospectus as the “Residual Certificates”. The Senior Certificates, the Subordinate Certificates and the RR Interest are collectively referred to in this prospectus as the “Regular Certificates”. The Senior Certificates (other than the Class X-A, Class X-B, Class X-D and Class X-E certificates), the Subordinate Certificates and the RR Interest are collectively referred to in this prospectus as the “Principal Balance Certificates”. The Class A Certificates and the Class X-A, Class X-B, Class B and Class C certificates are also referred to in this prospectus as the “Offered Certificates”.

The Senior Certificates and the Subordinate Certificates are collectively referred to in this prospectus as the “Non-Retained Certificates”.

Upon initial issuance, the Principal Balance Certificates will have the respective Certificate Balances, and the Class X Certificates will have the respective Notional Amounts, set forth in the table under “Summary of Certificates”.

The “Certificate Balance” of any class of Principal Balance Certificates outstanding at any time represents the maximum amount that its holders are entitled to receive as distributions allocable to principal from the cash flow on the Mortgage Loans and the other assets in the issuing entity, all as described in this prospectus. On each Distribution Date, the Certificate Balance of each class of Principal Balance Certificates will be reduced by any distributions of principal actually made on, and by any Realized Losses or Retained Certificate Realized Losses, as applicable, actually allocated to, that class of Principal Balance Certificates on that Distribution Date. In the event that Realized Losses or Retained Certificate Realized Losses previously allocated to a class of Principal Balance Certificates in reduction of its Certificate Balance are recovered subsequent to such Certificate Balance being reduced to zero, holders of such class of Principal Balance Certificates may receive distributions in respect of such recoveries in accordance with the distribution priorities described under “—Distributions—Priority of Distributions” below and “Credit Risk Retention—RR Interest—Priority of Distributions” above.

The Residual Certificates will not have a Certificate Balance or entitle their holders to distributions of principal or interest.

The Class X Certificates will not have Certificate Balances, nor will they entitle their holders to distributions of principal, but the Class X Certificates will represent the right to receive distributions of interest in an amount equal to the aggregate interest accrued on their respective notional amounts (each, a “Notional Amount”). The Notional Amount of the Class X-A certificates will equal the aggregate of the Certificate Balances of the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates outstanding from time to time. The Notional Amount of the Class X-B certificates will equal the aggregate of the Certificate Balances of the Class A-S and Class B certificates outstanding from time to time. The Notional Amount of each class of the Class X-D and Class X-E certificates will equal the

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Certificate Balance outstanding from time to time of the Class of Principal Balance Certificates that, with the addition of “X-,” has the same alphabetical designation as the subject class of Class X Certificates.

The Class V certificates will not have a Certificate Balance nor will they entitle their holders to distributions of principal, but the Class V certificates will represent the right to receive their allocable portion of Excess Interest received on any ARD Loan allocated as described under “—Excess Interest” below.

“Excess Interest” with respect to an ARD Loan is the interest accrued at the Revised Rate in respect of such ARD Loan in excess of the interest accrued at the Initial Rate,plus any related interest accrued on such amounts, to the extent permitted by applicable law and the related Mortgage Loan documents.

The Mortgage Loans (exclusive of Excess Interest) will be held by the lower-tier REMIC (the “Lower-Tier REMIC”). The certificates (other than the Class V certificates and the rights of the RR Interest to receive a portion of the Excess Interest) will be issued by the upper-tier REMIC (the “Upper-Tier REMIC” and, collectively with the Lower-Tier REMIC, the “Trust REMICs”). The Class V certificates and the rights of the RR Interest to receive a portion of the Excess Interest will be issued by the grantor trust (the “Grantor Trust”).

Distributions

Method, Timing and Amount

Distributions on the certificates are required to be made by the certificate administrator, to the extent of available funds as described in this prospectus, on the 4th business day following each Determination Date (each, a “Distribution Date”). The “Determination Date” will be the 11th day of each calendar month (or, if the 11th calendar day of that month is not a business day, then the next business day) commencing in May 2018.

All distributions (other than the final distribution on any certificate) are required to be made to the Certificateholders in whose names the certificates are registered at the close of business on each Record Date. With respect to any Distribution Date, the “Record Date” will be the last business day of the month immediately preceding the month in which that Distribution Date occurs. These distributions are required to be made by wire transfer in immediately available funds to the account specified by the Certificateholder at a bank or other entity having appropriate facilities to accept such funds, if the Certificateholder has provided the certificate administrator with written wiring instructions no less than 5 business days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions) or otherwise by check mailed to the Certificateholder. The final distribution on any certificate is required to be made in like manner, but only upon presentation and surrender of the certificate at the location that will be specified in a notice of the pendency of the final distribution. All distributions made with respect to a class of certificates will be allocatedpro rata among the outstanding certificates of that class based on their respective Percentage Interests.

The “Percentage Interest” evidenced by any certificate (other than a Class V or Class R certificate) will equal its initial denomination as of the Closing Date divided by the initial Certificate Balance or Notional Amount, as applicable, of the related class. The Percentage Interest of any Class V or Class R Certificate will be set forth on the face thereof.

Each master servicer is authorized but not required to direct the investment of funds held in any Collection Account and any Companion Distribution Account maintained by it, in

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U.S. government securities and other obligations that satisfy criteria established by the Rating Agencies (“Permitted Investments”). Each master servicer will be entitled to retain any interest or other income earned on such funds and each master servicer will be required to bear any losses resulting from the investment of such funds, as provided in the PSA. The certificate administrator (if such certificate administrator is not Wells Fargo Bank) is authorized but not required to direct the investment of funds held in the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account in Permitted Investments. The certificate administrator will be entitled to retain any interest or other income earned on such funds and the certificate administrator will be required to bear any losses resulting from the investment of such funds, as provided in the PSA.

Available Funds

The aggregate amount available for distribution to holders of the certificates (including the RR Interest) on each Distribution Date (the “Aggregate Available Funds”) will, in general, equal the sum of the following amounts (without duplication):

(a)the aggregate amount of all cash received on the Mortgage Loans (in the case of each Non-Serviced Mortgage Loan, only to the extent received by the issuing entity pursuant to the related Non-Serviced PSA) and any REO Property that is on deposit in the Collection Accounts (in each case, exclusive of any amount on deposit in or credited to any portion of a Collection Account that is held for the benefit of the holder of any related Companion Loan), as of the related P&I Advance Date, exclusive of (without duplication):

● all scheduled payments of principal and/or interest and any balloon payments paid by the borrowers of a Mortgage Loan or Companion Loan (such amounts other than any Excess Interest, the “Periodic Payments”), that are due on a Due Date after the end of the related Collection Period, excluding interest relating to periods prior to, but due after, the Cut-off Date;

● all unscheduled payments of principal (including prepayments), unscheduled interest, liquidation proceeds, insurance proceeds and condemnation proceeds and other unscheduled recoveries received subsequent to the related Determination Date (or, with respect to voluntary prepayments of principal of each Mortgage Loan with a Due Date occurring after the related Determination Date, subsequent to the related Due Date) allocable to the Mortgage Loans;

● all amounts in the Collection Accounts that are due or reimbursable to any person other than the Certificateholders;

● with respect to each Actual/360 Loan and any Distribution Date occurring in each February or in any January occurring in a year that is not a leap year (in each case, unless such Distribution Date is the final Distribution Date), the related Withheld Amount to the extent those funds are on deposit in the Collection Accounts;

● all Excess Interest allocable to the Mortgage Loans (which is separately distributed to the Class V certificates and the RR Interest);

● all Yield Maintenance Charges and Prepayment Premiums;

● all amounts deposited in a Collection Account in error; and

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● any late payment charges or accrued interest on a Mortgage Loan actually collected thereon and allocable to the default interest rate for such Mortgage Loan, to the extent permitted by law, excluding any interest calculated at the Mortgage Rate for the related Mortgage Loan;

(b)if and to the extent not already included in clause (a), the aggregate amount transferred from the REO Accounts allocable to the Mortgage Loans to the applicable Collection Account for such Distribution Date;

(c)all Compensating Interest Payments made by either master servicer with respect to the Mortgage Loans with respect to such Distribution Date and P&I Advances made by either master servicer or the trustee, as applicable, with respect to the Distribution Date (net of certain amounts that are due or reimbursable to persons other than the Certificateholders); and

(d)with respect to each Actual/360 Loan and any Distribution Date occurring in each March (or February, if such Distribution Date is the final Distribution Date), the related Withheld Amounts as required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to the PSA.

The amount available for distribution to holders of the Regular Certificates (other than the RR Interest) on each Distribution Date will, in general, equal the sum of (i) the Non-Retained Percentage of the Aggregate Available Funds for such Distribution Date and (ii) the Gain-on-Sale Remittance Amount for such Distribution Date (the “Available Funds”).

The “Gain-on-Sale Remittance Amount” for each Distribution Date will be equal to the lesser of (i) the amount on deposit in the Gain-on-Sale Reserve Account on such Distribution Date, and (ii) the Non-Retained Percentage of the Aggregate Gain-on-Sale Entitlement Amount.

The “Aggregate Gain-on-Sale Entitlement Amount” for each Distribution Date will be equal to the aggregate amount of (i) the sum of (a) (x) the aggregate portion of the Interest Distribution Amount for each Class of Regular Certificates (other than the RR Interest) that would remain unpaid as of the close of business on the Distribution Date, divided by (y) the Non-Retained Percentage, and (b) (x) the amount by which the Principal Distribution Amount exceeds the aggregate amount that would actually be distributed on the Distribution Date in respect of such Principal Distribution Amount, divided by (y) the Non-Retained Percentage, and (ii) any outstanding Realized Losses and Retained Certificate Realized Losses outstanding immediately after such Distribution Date, in each case, to the extent such amounts would occur on such Distribution Date or would be outstanding immediately after such Distribution Date, as applicable, without the inclusion of the Gain-on-Sale Remittance Amount as part of the definition of Available Funds and the Retained Certificate Gain-on-Sale Remittance Amount as part of the definition of Retained Certificate Available Funds.

The “Collection Period” for each Distribution Date and any Mortgage Loan (including any Companion Loan) will be the period beginning with the day after the Determination Date in the month preceding the month in which such Distribution Date occurs (or, in the case of the first Distribution Date, commencing immediately following the Cut-off Date) and ending with the Determination Date occurring in the month in which such Distribution Date occurs.

“Due Date” means, with respect to each Mortgage Loan (including any Companion Loan), the date on which scheduled payments of principal, interest or both are required to be made by the related borrower.

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Priority of Distributions

On each Distribution Date, for so long as the Certificate Balances or Notional Amounts of the Regular Certificates (other than the RR Interest) have not been reduced to zero, the certificate administrator is required to apply amounts on deposit in the Distribution Account, to the extent of the Available Funds, in the following order of priority:

First,to the Class A-1, Class A-SB, Class A-2, Class A-3, Class X-A, Class X-B, Class X-D and Class X-E certificates, in respect of interest, up to an amount equal to, andpro rata in accordance with, the respective Interest Distribution Amounts for such classes;

Second,to the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates, in reduction of the Certificate Balances of those classes, in the following priority:

(i) prior to the Cross-Over Date:

(a)to the Class A-SB certificates, in an amount equal to the Principal Distribution Amount for such Distribution Date, until the Certificate Balance of the Class A-SB certificates is reduced to the Class A-SB Planned Principal Balance for such Distribution Date;

(b)to the Class A-1 certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after payments specified in clause (a) above have been made on such Distribution Date), until the Certificate Balance of the Class A-1 certificates are reduced to zero;

(c)to the Class A-2 certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after payments specified in clauses (a) and (b) above have been made on such Distribution Date), until the Certificate Balance of the Class A-2 certificates is reduced to zero;

(d)to the Class A-3 certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after payments specified in clauses (a), (b) and (c) above have been made on such Distribution Date), until the Certificate Balance of the Class A-3 certificates is reduced to zero; and

(e)to the Class A-SB certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after payments specified in clauses (a), (b), (c) and (d) above have been made on such Distribution Date), until the Certificate Balance of the Class A-SB certificates is reduced to zero;

(ii)  on or after the Cross-Over Date, to the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates,pro rata (based upon their respective Certificate Balances), in an amount equal to the Principal Distribution Amount for such Distribution Date, until the Certificate Balances of the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates are reduced to zero;

Third,tothe Class A-1, Class A-SB, Class A-2 and Class A-3 certificates,first, up to an amount equal to, andpro rata based upon, the aggregate unreimbursed Realized Losses previously allocated to each such class,then in an amount equal to interest on that amount at the Pass-Through Rate for such class compounded monthly from the date the related Realized Loss was allocated to such class;

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Fourth,to the Class A-S certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such class;

Fifth,after the Certificate Balances of the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates have been reduced to zero, to the Class A-S certificates, in reduction of their Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until their Certificate Balance is reduced to zero;

Sixth,to the Class A-S certificates,first, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class,then, in an amount equal to interest on that amount at the Pass-Through Rate for such class compounded monthly from the date the related Realized Loss was allocated to such class;

Seventh,to the Class B certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such class;

Eighth,after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Class B certificates, in reduction of their Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until their Certificate Balance is reduced to zero;

Ninth,to the Class B certificates,first, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class,then, in an amount equal to interest on that amount at the Pass-Through Rate for such class compounded monthly from the date the related Realized Loss was allocated to such class;

Tenth,to the Class C certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such class;

Eleventh,after the Certificate Balances of the Class A Certificates and the Class B certificates have been reduced to zero, to the Class C certificates, in reduction of their Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until their Certificate Balance is reduced to zero;

Twelfth,to the Class C certificates,first, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class,then, in an amount equal to interest on that amount at the Pass-Through Rate for such class compounded monthly from the date the related Realized Loss was allocated to such class;

Thirteenth,to the Class D certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such class;

Fourteenth,after the Certificate Balances of the Class A Certificates and the Class B and Class C certificates have been reduced to zero, to the Class D certificates, in reduction of their Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until their Certificate Balance is reduced to zero;

Fifteenth,to the Class D certificates,first, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class,then, in an amount equal to interest on that amount at the Pass-Through Rate for such class compounded monthly from the date the related Realized Loss was allocated to such class;

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Sixteenth,to the Class E certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such class;

Seventeenth,after the Certificate Balances of the Class A Certificates and the Class B, Class C and Class D certificates have been reduced to zero, to the Class E certificates, in reduction of their Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until their Certificate Balance is reduced to zero;

Eighteenth,to the Class E certificates,first, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class,then, in an amount equal to interest on that amount at the Pass-Through Rate for such class compounded monthly from the date the related Realized Loss was allocated to such class;

Nineteenth,to the Class F certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such class;

Twentieth,after the Certificate Balances of the Class A Certificates and the Class B, Class C, Class D and Class E certificates have been reduced to zero, to the Class F certificates, in reduction of their Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until their Certificate Balance is reduced to zero;

Twenty-first,to the Class F certificates,first, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class,then, in an amount equal to interest on that amount at the Pass-Through Rate for such class compounded monthly from the date the related Realized Loss was allocated to such class;

Twenty-second,to the Class G certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such class;

Twenty-third,after the Certificate Balances of the Class A Certificates and the Class B, Class C, Class D, Class E and Class F certificates have been reduced to zero, to the Class G certificates, in reduction of their Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until their Certificate Balance is reduced to zero;

Twenty-fourth,to the Class G certificates,first, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class,then, in an amount equal to interest on that amount at the Pass-Through Rate for such class compounded monthly from the date the related Realized Loss was allocated to such class; and

Twenty-fifth,to the Class R certificates, any remaining amounts.

The “Cross-Over Date” means the Distribution Date on which the Certificate Balances of the Subordinate Certificates have all previously been reduced to zero as a result of the allocation of Realized Losses to those certificates.

Reimbursement of previously allocated Realized Losses or Retained Certificate Realized Losses will not constitute distributions of principal for any purpose and will not result in an

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additional reduction in the Certificate Balance of the class of certificates in respect of which a reimbursement is made.

Pass-Through Rates

The interest rate (the “Pass-Through Rate”) applicable to each class of Principal Balance Certificates (other than the RR Interest) for any Distribution Date will equal the rates set forth below:

The Pass-Through Rate for each class of the Class A-1, Class A-SB, Class A-2, Class D and Class E certificates will be a fixed rateper annum equal to the Pass-Through Rate set forth opposite such class in the table under “Summary of Terms—Offered Certificates—Pass-Through Rates” in this prospectus. The Pass-Through Rate for each class of the Class A-3 and Class A-S certificates will be a variable rateper annum equal to the lesser of (a) the Pass-Through Rate set forth opposite such class in the table under “Summary of Terms—Offered Certificates—Pass-Through Rates” in this prospectus and (b) the WAC Rate for the related Distribution Date. The Pass-Through Rate for the Class B certificates will be a variable rateper annum equal the WAC Rate for the related Distribution Dateminus 0.0290%. The Pass-Through Rate for each class of the Class C, Class F and Class G certificates will be a variable rateper annum equal to the WAC Rate for the related Distribution Date.

The Pass-Through Rate for the Class X-A certificates for any Distribution Date will be a per annum rate equal the excess, if any, of (a) the WAC Rate for the related Distribution Date, over (b) the weighted average of the Pass-Through Rates on the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates for such Distribution Date, weighted on the basis of their respective Certificate Balances immediately prior to that Distribution Date.

The Pass-Through Rate for the Class X-B certificates for any Distribution Date will be a per annum rate equal to the excess, if any, of (a) the WAC Rate for the related Distribution Date, over (b) the weighted average of the Pass-Through Rates on the Class A-S and Class B certificates for the related Distribution Date, weighted on the basis of their respective Certificate Balances immediately prior to that Distribution Date.

The Pass-Through Rate for each Class of the Class X-D and Class X-E certificates for any Distribution Date will be a per annum rate equal to the excess, if any, of (a) the WAC Rate for the related Distribution Date, over (b) the Pass-Through Rate for the related Distribution Date on the Class of Principal Balance Certificates that, with the addition of “X-,” has the same alphabetical designation as the subject class of Class X Certificates.

The Class V certificates will not have a Pass-Through Rate or be entitled to distributions in respect of interest other than their allocated portion of Excess Interest, if any, with respect to any ARD Loan, allocated as described under “—Excess Interest” below.

The “WAC Rate” with respect to any Distribution Date is equal to the weighted average of the applicable Net Mortgage Rates of the Mortgage Loans (including any Non-Serviced Mortgage Loan) as of the first day of the related Collection Period, weighted on the basis of their respective Stated Principal Balances immediately following the preceding Distribution Date (or, in the case of the initial Distribution Date, as of the Closing Date).

The “Net Mortgage Rate” for each Mortgage Loan (including any Non-Serviced Mortgage Loan) and any REO Loan (other than the portion of the REO Loan related to any Companion Loan) is equal to the related Mortgage Rate then in effect (without regard to any increase in

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the interest rate of any ARD Loan after the related Anticipated Repayment Date),minus the related Administrative Cost Rate;provided,however, that for purposes of calculating Pass-Through Rates, the Net Mortgage Rate for any Mortgage Loan will be determined without regard to any modification, waiver or amendment of the terms of the related Mortgage Loan, whether agreed to by the applicable master servicer, the applicable special servicer, a Non-Serviced Master Servicer or a Non-Serviced Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related borrower. Notwithstanding the foregoing, for Mortgage Loans that do not accrue interest on a 30/360 Basis, then, solely for purposes of calculating the Pass-Through Rates and the WAC Rate, the Net Mortgage Rate of any Mortgage Loan for any one-month period preceding a related Due Date will be the annualized rate at which interest would have to accrue in respect of the Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest actually required to be paid in respect of the Mortgage Loan during the one-month period at the related Net Mortgage Rate;provided,however, that with respect to each Actual/360 Loan, the Net Mortgage Rate for the one-month period (1) prior to the Due Dates in January and February in any year which is not a leap year or in February in any year which is a leap year (in either case, unless the related Distribution Date is the final Distribution Date) will be determined exclusive of Withheld Amounts, and (2) prior to the Due Date in March (or February, if the related Distribution Date is the final Distribution Date), will be determined inclusive of Withheld Amounts for the immediately preceding February and January, as applicable. With respect to any REO Loan, the Net Mortgage Rate will be calculated as described above, as if the predecessor Mortgage Loan had remained outstanding.

“Administrative Cost Rate” as of any date of determination will be aper annum rate equal to the sum of the Servicing Fee Rate, the Certificate Administrator/Trustee Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC^® Intellectual Property Royalty License Fee Rate.

“Mortgage Rate” with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) or any related Companion Loan is theper annum rate at which interest accrues on the Mortgage Loan or the related Companion Loan as stated in the related Mortgage Note or the promissory note evidencing such Companion Loan without giving effect to any default rate or Revised Rate.

Interest Distribution Amount

The “Interest Distribution Amount” with respect to any Distribution Date and each class of Regular Certificates (other than the RR Interest) will equal (A) the sum of (i) the Interest Accrual Amount with respect to such class for such Distribution Date and (ii) the Interest Shortfall, if any, with respect to such class for such Distribution Date, less (B) any Excess Prepayment Interest Shortfall allocated to such class on such Distribution Date.

The “Interest Accrual Amount” with respect to any Distribution Date and any class of Regular Certificates (other than the RR Interest) will be equal to the interest for the related Interest Accrual Period accrued at the Pass-Through Rate for such class on the Certificate Balance or Notional Amount, as applicable, for such class immediately prior to that Distribution Date. Calculations of interest for each Interest Accrual Period will be made on 30/360 Basis.

An “Interest Shortfall” with respect to any Distribution Date for any class of Regular Certificates (other than the RR Interest) will be equal to the sum of (a) the portion of the Interest Distribution Amount for such class remaining unpaid as of the close of business on the preceding Distribution Date, and (b) to the extent permitted by applicable law, (i) other

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than in the case of certificates with a Notional Amount, one month’s interest on that amount remaining unpaid at the Pass-Through Rate applicable to such class for the current Distribution Date and (ii) in the case of the certificates with a Notional Amount, one-month’s interest on that amount remaining unpaid at the WAC Rate for such Distribution Date.

The “Interest Accrual Period” for each Distribution Date will be the calendar month prior to the month in which that Distribution Date occurs.

Principal Distribution Amount

The “Aggregate Principal Distribution Amount” for any Distribution Date will be equal to the sum of the following amounts:

(a)the Scheduled Principal Distribution Amount for that Distribution Date, and

(b)the Unscheduled Principal Distribution Amount for that Distribution Date;

provided that the Aggregate Principal Distribution Amount for any Distribution Date will be reduced, to not less than zero, by the amount of any reimbursements of:

(A) Nonrecoverable Advances (including any servicing advance with respect to any Non-Serviced Mortgage Loan under the related Non-Serviced PSA reimbursed out of general collections on the Mortgage Loans), with interest on such Nonrecoverable Advances at the Reimbursement Rate, that are paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Aggregate Principal Distribution Amount for such Distribution Date, and

(B) Workout-Delayed Reimbursement Amounts paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Aggregate Principal Distribution Amount for such Distribution Date;

provided,further, that in the case of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans (including REO Loans) are subsequently recovered on the related Mortgage Loan (or REO Loan), such recovery will increase the Aggregate Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs.

The “Principal Distribution Amount” with respect to any Distribution Date and the Principal Balance Certificates (other than the RR Interest) will equal the sum of (a) the Principal Shortfall for such Distribution Date and (b) the Non-Retained Percentage of the Aggregate Principal Distribution Amount for such Distribution Date.

The “Scheduled Principal Distribution Amount” for each Distribution Date will equal the aggregate of the principal portions of (a) all Periodic Payments (excluding balloon payments) with respect to the Mortgage Loans due during or, if and to the extent not previously received or advanced and distributed to Certificateholders on a preceding Distribution Date, prior to the related Collection Period and all Assumed Scheduled Payments with respect to the Mortgage Loans for the related Collection Period, in each case to the extent paid by the related borrower as of the related Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring, or a grace period ending, after the related Determination Date, the related Due Date or, last day of such grace period, as applicable, to the extent received by the applicable master servicer as of the business day preceding the P&I Advance Date) or advanced by the applicable master servicer or the

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trustee, as applicable, and (b) all balloon payments with respect to the Mortgage Loans to the extent received on or prior to the related Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring, or a grace period ending, after the related Determination Date, the related Due Date or, last day of such grace period, as applicable, to the extent received by the applicable master servicer as of the business day preceding the related P&I Advance Date), and to the extent not included in clause (a) above. The Scheduled Principal Distribution Amount from time to time will include all late payments of principal made by a borrower with respect to the Mortgage Loans, including late payments in respect of a delinquent balloon payment, received by the times described above in this definition, except to the extent those late payments are otherwise available to reimburse the applicable master servicer or the trustee, as the case may be, for prior Advances, as described above.

The “Unscheduled Principal Distribution Amount” for each Distribution Date will equal the aggregate of the following: (a) all prepayments of principal received on the Mortgage Loans as of the Determination Date; and (b) any other collections (exclusive of payments by borrowers) received on the Mortgage Loans and any REO Properties on or prior to the related Determination Date whether in the form of Liquidation Proceeds, Insurance and Condemnation Proceeds, net income, rents, and profits from REO Property or otherwise, that were identified and applied by either master servicer as recoveries of previously unadvanced principal of the related Mortgage Loan;provided that all such Liquidation Proceeds and Insurance and Condemnation Proceeds will be reduced by any unpaid Special Servicing Fees, Liquidation Fees, any amount related to the Loss of Value Payments to the extent that such amount was transferred into a Collection Account during the related Collection Period, accrued interest on Advances and other additional trust fund expenses incurred in connection with the related Mortgage Loan, thus reducing the Unscheduled Principal Distribution Amount.

The “Assumed Scheduled Payment” for any Collection Period and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) that is delinquent in respect of its balloon payment or any REO Loan (excluding, for purposes of any P&I Advances, the portion allocable to any related Companion Loan), is an amount equal to the sum of (a) the principal portion of the Periodic Payment that would have been due on such Mortgage Loan or REO Loan on the related Due Date based on the constant payment required by such related Mortgage Note or the original amortization schedule of the Mortgage Loan, as the case may be (as calculated with interest at the related Mortgage Rate), if applicable, assuming the related balloon payment has not become due, after giving effect to any reduction in the principal balance occurring in connection with a modification of such Mortgage Loan in connection with a default or a bankruptcy (or similar proceeding), and (b) interest on the Stated Principal Balance of that Mortgage Loan or REO Loan (excluding, for purposes of any P&I Advances, the portion allocable to any related Companion Loan) at its Mortgage Rate (net of interest at the applicable rate at which the Servicing Fee is calculated).

The “Principal Shortfall” for any Distribution Date means the amount, if any, by which (1) the Principal Distribution Amount for the prior Distribution Date exceeds (2) the aggregate amount actually distributed on the preceding Distribution Date in respect of such Principal Distribution Amount.

The “Class A-SB Planned Principal Balance” for any Distribution Date is the balance shown for such Distribution Date in the table set forth in Annex E. Such balances were calculated using, among other things, certain weighted average life assumptions. See “Yield and Maturity Considerations—Weighted Average Life”. Based on such assumptions, the Certificate Balance of the Class A-SB certificates on each Distribution Date would be

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expected to be reduced to the balance indicated for such Distribution Date in the table set forth in Annex E. We cannot assure you, however, that the mortgage loans will perform in conformity with our assumptions. Therefore, we cannot assure you that the balance of the Class A-SB certificates on any Distribution Date will be equal to the balance that is specified for such Distribution Date in the table.

Certain Calculations with Respect to Individual Mortgage Loans

The “Stated Principal Balance” of each Mortgage Loan will be an amount equal to its unpaid principal balance as of the Cut-off Date or, in the case of a replacement Mortgage Loan, as of the date it is added to the trust, after application of all payments of principal due during or prior to the month of substitution, whether or not those payments have been received,minus the sum of:

(i)the principal portion of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a replacement Mortgage Loan, due after the Due Date in the related month of substitution), to the extent received from the borrower or advanced by the applicable master servicer;

(ii)all principal prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a replacement Mortgage Loan, after the Due Date in the related month of substitution);

(iii)the principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage Loan) and Liquidation Proceeds received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a replacement Mortgage Loan, after the Due Date in the related month of substitution); and

(iv)any reduction in the outstanding principal balance of such Mortgage Loan resulting from a valuation by a court in a bankruptcy proceeding that is less than the then outstanding principal amount of such Mortgage Loan or a modification of such Mortgage Loan pursuant to the terms and provisions of the PSA that occurred prior to the end of the Collection Period for the most recent Distribution Date.

The Stated Principal Balance of any REO Loan that is a successor to a Mortgage Loan, as of any date of determination, will be an amount equal to (x) the Stated Principal Balance of the predecessor Mortgage Loan as of the date of the related REO Property was acquired for U.S. federal tax purposes,minus (y) the sum of:

(i)the principal portion of any P&I Advance made with respect to such REO Loan; and

(ii)the principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on the related Mortgage Loan), Liquidation Proceeds and all income rents and profits received with respect to such REO Loan.

See “Certain Legal Aspects of Mortgage Loans” below.

With respect to any Companion Loan on any date of determination, the Stated Principal Balance will equal the unpaid principal balance of such Companion Loan as of such date. On any date of determination, the Stated Principal Balance of any Whole Loan will equal the sum of the Stated Principal Balances of the related Mortgage Loan and the related Companion Loan(s), as applicable, on such date.

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With respect to any REO Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance will equal (x) the Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO acquisition,minus(y) the principal portion of any amounts allocable to the related Companion Loan in accordance with the related Intercreditor Agreement.

If any Mortgage Loan or REO Loan is paid in full or the Mortgage Loan or REO Loan (or any REO Property) is otherwise liquidated, then, as of the first Distribution Date that follows the end of the Collection Period in which that payment in full or liquidation occurred and notwithstanding that a loss may have occurred in connection with any liquidation, the Stated Principal Balance of the Mortgage Loan or REO Loan will be zero.

For purposes of calculating allocations of, or recoveries in respect of, Realized Losses and Retained Certificate Realized Losses, as well as for purposes of calculating the Servicing Fee, Certificate Administrator/Trustee Fee, Operating Advisor Fee and Asset Representations Reviewer Fee payable each month, each REO Property (including any REO Property with respect to a Non-Serviced Mortgage Loan held pursuant to the related Non-Serviced PSA) will be treated as if there exists with respect to such REO Property an outstanding Mortgage Loan and, if applicable, each related Companion Loan (an “REO Loan”), and all references to Mortgage Loan or Companion Loan and pool of Mortgage Loans in this prospectus, when used in that context, will be deemed to also be references to or to also include, as the case may be, any REO Loans. Each REO Loan will generally be deemed to have the same characteristics as its actual predecessor Mortgage Loan (or Companion Loan), including the same fixed Mortgage Rate (and, accordingly, the same Net Mortgage Rate) and the same unpaid principal balance and Stated Principal Balance. Amounts due on the predecessor Mortgage Loan (or Companion Loan) including any portion of it payable or reimbursable to either master servicer, either special servicer, the operating advisor, the asset representations reviewer, the certificate administrator or the trustee, as applicable, will continue to be “due” in respect of the REO Loan; and amounts received in respect of the related REO Property, net of payments to be made, or reimbursement to either master servicer or either special servicer for payments previously advanced, in connection with the operation and management of that property, generally will be applied by such master servicer as if received on the predecessor Mortgage Loan or related Companion Loan.

With respect to any Serviced Whole Loan, no amounts relating to the related REO Property or REO Loan allocable to any related Companion Loan will be available for amounts due to the Certificateholders or to reimburse the issuing entity, other than in the limited circumstances related to Servicing Advances, indemnification, Special Servicing Fees and other reimbursable expenses related to such Serviced Whole Loan incurred with respect to such Serviced Whole Loan in accordance with the PSA.

Excess Interest

On each Distribution Date, the certificate administrator is required to distribute any Excess Interest received with respect to an ARD Loan on or prior to the related Determination Date to the holders of the Class V certificates in an amount equal to the Non-Retained Percentage of such Excess Interest. Excess Interest will not be available to make distributions to any other class of certificates (other than the RR Interest in an amount described under “Credit Risk Retention—RR Interest—Excess Interest”) or to provide credit support for other classes of certificates or offset any interest shortfalls or to pay any other amounts to any other party under the PSA.

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Application Priority of Mortgage Loan Collections or Whole Loan Collections

Absent express provisions in the related Mortgage Loan documents (and, with respect to any Serviced Whole Loan, the related Intercreditor Agreement) or to the extent otherwise agreed to by the related borrower in connection with a workout of a Mortgage Loan, all amounts collected by or on behalf of the issuing entity in respect of any Mortgage Loan in the form of payments from the related borrower, Liquidation Proceeds, condemnation proceeds or insurance proceeds (excluding, if applicable, in the case of any Serviced Whole Loan, any amounts payable to the holder of the related Companion Loan(s) pursuant to the related Intercreditor Agreement) will be applied in the following order of priority:

First,as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage Loan and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses;

Second,as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the firstproviso in the definition of Aggregate Principal Distribution Amount);

Third,to the extent not previously allocated pursuant to clauseFirst orSecond above, as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) unpaid interest (exclusive of default interest and Excess Interest) accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clauseFifthbelow on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this clauseThird that either (A) was not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or (B) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made;

Fourth,to the extent not previously allocated pursuant to clause FirstorSecond, as a recovery of principal of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);

Fifth,as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts, plus (B) any unpaid interest (exclusive of default interest and Excess Interest) that accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made (to the extent collections have not been allocated as recovery of such accrued and unpaid interest pursuant to this clauseFifth on earlier dates);

Sixth,as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items relating to such Mortgage Loan;

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Seventh,as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;

Eighth,as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;

Ninth,as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;

Tenth,as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;

Eleventh,as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent fees and Operating Advisor Consulting Fees are due and owing,first, allocated to consent fees andthen, allocated to Operating Advisor Consulting Fees);

Twelfth,as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; and

Thirteenth,in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;

providedthat, to the extent required under the REMIC provisions of the Code, payments or proceeds received (or receivable by exercise of the lender’s rights under the related Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection with a condemnation) at a time when the loan-to-value ratio of the related Mortgage Loan or Serviced Whole Loan exceeds 125%, or would exceed 125% following any partial release (based solely on the value of real property and excluding personal property and going concern value, if any, unless otherwise permitted under the applicable REMIC rules as evidenced by an opinion of counsel provided to the trustee) must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan) in the manner required by such REMIC provisions.

Collections by or on behalf of the issuing entity in respect of any REO Property (exclusive of the amounts to be allocated to the payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of any Serviced Whole Loan, exclusive of any amounts payable to the holder of the related Companion Loan(s), as applicable, pursuant to the related Intercreditor Agreement) will be applied in the following order of priority:

First,as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses with respect to the related Mortgage Loan;

Second,as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition of Aggregate Principal Distribution Amount);

Third,to the extent not previously so allocated pursuant to clauseFirst orSecond above, as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) unpaid interest (exclusive of default interest and Excess Interest) accrued on such Mortgage Loan at the related Mortgage Rate in effect from

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time to time through the end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clauseFifthbelow or clauseFifth of the prior paragraph on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this clauseThird that either (A) was not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or (B) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made;

Fourth,to the extent not previously allocated pursuant to clause FirstorSecond, as a recovery of principal of such Mortgage Loan to the extent of its entire unpaid principal balance;

Fifth,as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts, plus (B) any unpaid interest (exclusive of default interest and Excess Interest) that accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clauseFifth or clauseFifth of the prior paragraph on earlier dates);

Sixth,as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;

Seventh,as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;

Eighth,as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;

Ninth,as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent fees and Operating Advisor Consulting Fees are due and owing,first, allocated to consent fees andthen, allocated to Operating Advisor Consulting Fees); and

Tenth,in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest.

Allocation of Yield Maintenance Charges and Prepayment Premiums

If any Yield Maintenance Charge or Prepayment Premium is collected during any particular Collection Period with respect to any Mortgage Loan, then on the Distribution Date corresponding to that Collection Period, the certificate administrator will pay that Yield Maintenance Charge or Prepayment Premium in the following manner: (x)(1) to each class of the Class A-1, Class A-SB, Class A-2, Class A-3, Class A-S, Class B, Class C and Class D certificates, the product of (a) the Non-Retained Percentage of such Yield Maintenance Charge or Prepayment Premium, (b) the related Base Interest Fraction for such class, and (c) a fraction, the numerator of which is equal to the amount of principal distributed to such class for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, Class A-SB, Class A-2, Class A-3, Class A-S, Class B,

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Class C and Class D certificates for that Distribution Date, (2) to the Class X-A certificates, the excess, if any, of (a) the product of (i) the Non-Retained Percentage of such Yield Maintenance Charge or Prepayment Premium and (ii) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, Class A-SB, Class A-2, Class A-3, Class A-S, Class B, Class C and Class D certificates for that Distribution Date, over (b) the amount of such Yield Maintenance Charge or Prepayment Premium distributed to the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates as described above, (3) to the Class X-B certificates, the excess, if any, of (a) the product of (i) the Non-Retained Percentage of such Yield Maintenance Charge or Prepayment Premium and (ii) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-S and Class B certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, Class A-SB, Class A-2, Class A-3, Class A-S, Class B, Class C and Class D certificates for that Distribution Date, over (b) the amount of such Yield Maintenance Charge or Prepayment Premium distributed to the Class A-S and Class B certificates as described above, and (4) to the Class X-D certificates, any remaining portion of the Non-Retained Percentage of such Yield Maintenance Charge or Prepayment Premium not distributed as described above in this clause (x), and (y) to the RR Interest, the Required Credit Risk Retention Percentage of such Yield Maintenance Charge or Prepayment Premium.

“Base Interest Fraction” means, with respect to any principal prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium, and with respect to any class of Principal Balance Certificates (other than the RR Interest), a fraction (A) the numerator of which is the greater of (x) zero and (y) the difference between (i) the pass-through rate on that class, and (ii) the applicable Discount Rate and (B) the denominator of which is the difference between (i) the mortgage interest rate on the related Mortgage Loan and (ii) the applicable Discount Rate;provided,however, that:

● under no circumstances will the Base Interest Fraction be greater than one;

● if the applicable Discount Rate is greater than or equal to the mortgage interest rate on the related Mortgage Loan and is greater than or equal to the pass-through rate on that class, then the Base Interest Fraction will equal zero; and

● if the applicable Discount Rate is greater than or equal to the mortgage interest rate on the related Mortgage Loan and is less than the pass-through rate on that class, then the Base Interest Fraction will be equal to 1.0.

“Discount Rate” means, with respect to any principal prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium—

● if a discount rate was used in the calculation of the applicable Yield Maintenance Charge or Prepayment Premium pursuant to the terms of the Mortgage Loan or REO Loan, that discount rate, converted (if necessary) to a monthly equivalent yield, or

● if a discount rate was not used in the calculation of the applicable Yield Maintenance Charge or Prepayment Premium pursuant to the terms of the Mortgage Loan, the yield calculated by the linear interpolation of the yields, as reported in Federal Reserve Statistical Release H.15 (519)—Selected Interest Rates under the heading “U.S. government securities/Treasury constant maturities” for

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the week ending prior to the date of the relevant prepayment (or deemed prepayment), of U.S. Treasury constant maturities with a maturity date, one longer and one shorter, most nearly approximating the maturity date or Anticipated Repayment Date, as applicable, of that Mortgage Loan or REO Loan, such interpolated treasury yield converted to a monthly equivalent yield.

For purposes of the immediately preceding bullet, the certificate administrator or the applicable master servicer will select a comparable publication as the source of the applicable yields of U.S. Treasury constant maturities if Federal Reserve Statistical Release H.15 is no longer published.

“Prepayment Premium” means, with respect to any Mortgage Loan, any premium, fee or other additional amount (other than a Yield Maintenance Charge) paid or payable, as the context requires, by a borrower in connection with a principal prepayment on, or other early collection of principal of, that Mortgage Loan or any successor REO Loan with respect thereto (including any payoff of a Mortgage Loan by a mezzanine lender on behalf of the subject borrower if and as set forth in the related intercreditor agreement).

“Yield Maintenance Charge” means, with respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable, as the context requires, by a borrower in connection with a principal prepayment on, or other early collection of principal of, a Mortgage Loan, calculated, in whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that reflects the lost interest, including any specified amount or specified percentage of the amount prepaid which constitutes the minimum amount that such Yield Maintenance Charge may be.

No Prepayment Premiums or Yield Maintenance Charges will be distributed to the holders of the Class X-E, Class E, Class F, Class G, Class V or Class R certificates.

For a description of Yield Maintenance Charges, see “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans” and “Certain Legal Aspects of Mortgage Loans—Default Interest and Limitations on Prepayments”.

Assumed Final Distribution Date; Rated Final Distribution Date

The “Assumed Final Distribution Date” with respect to any class of certificates is the Distribution Date on which the aggregate Certificate Balance of that class of certificates would be reduced to zero based on the assumptions set forth below. The Assumed Final Distribution Date with respect to each class of Offered Certificates will in each case be the date set forth next to such class in the table under “Summary of Certificates”.

The Assumed Final Distribution Dates were calculated without regard to any delays in the collection of balloon payments and without regard to delinquencies, defaults or liquidations. Accordingly, in the event of defaults on the Mortgage Loans, the actual final Distribution Date for one or more classes of the Offered Certificates may be later, and could be substantially later, than the related Assumed Final Distribution Date(s).

In addition, the Assumed Final Distribution Dates set forth above were calculated on the basis of a 0% CPR prepayment rate and the Structuring Assumptions. Since the rate of payment (including prepayments) of the Mortgage Loans may exceed the scheduled rate of payments, and could exceed the scheduled rate by a substantial amount, the actual final Distribution Date for one or more classes of the Offered Certificates may be earlier, and could be substantially earlier, than the related Assumed Final Distribution Date(s). The rate of payments (including prepayments) on the Mortgage Loans will depend on the

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characteristics of the Mortgage Loans, as well as on the prevailing level of interest rates and other economic factors, and we cannot assure you as to actual payment experience.

The “Rated Final Distribution Date” for each class of Offered Certificates will be the Distribution Date in March 2061. See “Ratings”.

Prepayment Interest Shortfalls

If a borrower prepays a Serviced Mortgage Loan or Serviced Whole Loan in whole or in part, after the due date but on or before the Determination Date in any calendar month, the amount of interest (net of related Servicing Fees and any Excess Interest) accrued on such prepayment from such due date to, but not including, the date of prepayment (or any later date through which interest accrues) will, to the extent actually collected (without regard to any Prepayment Premium or Yield Maintenance Charge actually collected) constitute a “Prepayment Interest Excess”. Conversely, if a borrower prepays a Serviced Mortgage Loan or Serviced Whole Loan in whole or in part after the Determination Date (or, with respect to each Serviced Mortgage Loan or Serviced Whole Loan, as applicable, with a due date occurring after the related Determination Date, the related Due Date) in any calendar month and does not pay interest on such prepayment through the following Due Date, then the shortfall in a full month’s interest (net of related Servicing Fees and any Excess Interest) on such prepayment will constitute a “Prepayment Interest Shortfall”. Prepayment Interest Shortfalls for each Distribution Date with respect to any Serviced A/B Whole Loan will generally be allocated first to the related Subordinate Companion Loan and then to the related Mortgage Loan and any related Serviced Pari Passu Companion Loans on apro ratabasis. Prepayment Interest Excesses (to the extent not offset by Prepayment Interest Shortfalls or required to be paid as Compensating Interest Payments) collected on the Serviced Mortgage Loans and any related Serviced Pari Passu Companion Loan will be retained by the applicable master servicer as additional servicing compensation.

Each master servicer will be required to deliver to the certificate administrator for deposit in the Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Pari Passu Companion Loan) on each P&I Advance Date, without any right of reimbursement thereafter, a cash payment (a “Compensating Interest Payment”) in an aggregate amount, equal to the lesser of:

(i)      the aggregate amount of Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Serviced Mortgage Loans for which it is acting as master servicer and any related Serviced Pari Passu Companion Loan (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which the applicable special servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date, and

(ii)      the aggregate of (A) that portion of such master servicer’s Servicing Fees for the related Distribution Date that is, in the case of each Serviced Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for which such Servicing Fees are being paid to such master servicer in such Collection Period, calculated at a rate of 0.0025%per annum, (B) all Prepayment Interest Excesses received by such master servicer during such Collection Period with respect to the Serviced Mortgage Loans (and, so long as a Whole Loan is serviced under the PSA, any related Serviced Pari Passu Companion Loan) subject to such prepayment and (C) to the extent earned on voluntary principal prepayments, net investment earnings payable to such master servicer for such Collection Period received by such master servicer during such Collection Period with respect to the applicable Serviced Mortgage Loans or any

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related Serviced Pari Passu Companion Loan, as applicable, subject to such prepayment. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative.

If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the applicable master servicer allowing the related borrower to deviate (a “Prohibited Prepayment”) from the terms of the related Mortgage Loan documents regarding principal prepayments (other than (v) any Non-Serviced Mortgage Loan, (w) subsequent to a default under the related Mortgage Loan documents or if the Mortgage Loan is a Specially Serviced Loan, (x) pursuant to applicable law or a court order or otherwise in such circumstances where the applicable master servicer is required to accept such principal prepayment in accordance with the Servicing Standard, (y)(i) at the request or with the consent of the applicable special servicer or, (ii) for so long as no Control Termination Event has occurred or is continuing and, other than with respect to an Excluded Loan as to the Directing Certificateholder or the holder of the majority of the Controlling Class, at the request or with the consent of the Directing Certificateholder or (z) in connection with the payment of any insurance proceeds or condemnation awards), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the applicable master servicer will pay, without regard to clause (ii) above, the aggregate amount of Prepayment Interest Shortfalls with respect to such Mortgage Loan otherwise described in clause (i) above in connection with such Prohibited Prepayments. No master servicer will be required to make any compensating interest payment as a result of any prepayments on Mortgage Loans for which it does not act as master servicer.

Compensating Interest Payments with respect to any Serviced Whole Loan will be allocated among the related Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective principal amounts, and the applicable master servicer will be required to pay the portion of such Compensating Interest Payments allocable to any related Serviced Pari Passu Companion Loan to the related Other Master Servicer.

The aggregate of any Prepayment Interest Shortfalls resulting from any principal prepayments made on the Mortgage Loans to be included in the Aggregate Available Funds for any Distribution Date that are not covered by the master servicers’ Compensating Interest Payments for the related Distribution Date and the portion of the compensating interest payments allocable to each Non-Serviced Mortgage Loan to the extent received from the related Non-Serviced Master Servicer is referred to in this prospectus as the “Aggregate Excess Prepayment Interest Shortfall”. The “Excess Prepayment Interest Shortfall” for any Distribution Date will be the Non-Retained Percentage of the Aggregate Excess Prepayment Interest Shortfall and will be allocated on that Distribution Date among the classes of Regular Certificates (other than the RR Interest),pro rata, in accordance with their respective Interest Accrual Amounts for that Distribution Date.

Subordination; Allocation of Realized Losses

The rights of holders of the Subordinate Certificates to receive distributions of amounts collected or advanced on the Mortgage Loans and allocable to the Non-Retained Certificates will be subordinated, to the extent described in this prospectus, to the rights of holders of the Senior Certificates. In particular, the rights of the holders of the Class A-S, Class B, Class C, Class D, Class E, Class F and Class G certificates to receive distributions of interest and principal, as applicable, will be subordinated to such rights of the holders of the Senior Certificates. The Class A-S certificates will likewise have the benefit of the subordination of the Class B, Class C, Class D, Class E, Class F and Class G certificates. The Class B certificates will likewise have the benefit of the subordination of the Class C, Class D, Class

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E, Class F and Class G certificates. The Class C certificates will likewise have the benefit of the subordination of the Class D, Class E, Class F and Class G certificates.

This subordination will be effected in two ways: (i) by the preferential right of the holders of a class of Non-Retained Certificates to receive on any Distribution Date the amounts of interest and/or principal allocable to the Non-Retained Certificates and distributable to them prior to any distribution being made on such Distribution Date in respect of any classes of certificates subordinate to that class (as described above under “—Distributions—Priority of Distributions”)and (ii) by the allocation of Realized Losses to classes of Non-Retained Certificates that are subordinate to more senior classes, as described below.

No other form of credit support will be available for the benefit of the Offered Certificates.

Prior to the Cross-Over Date, allocation of principal that is allocable to the Non-Retained Certificates that are Principal Balance Certificates on any Distribution Date will be madefirst, to the Class A-SB certificates, until their Certificate Balance has been reduced to the Class A-SB Planned Principal Balance for the related Distribution Date,second, to the Class A-1 certificates, until their Certificate Balance has been reduced to zero,third, to the Class A-2 certificates, until their Certificate Balance has been reduced to zero,fourth, to the Class A-3 certificates, until their Certificate Balance has been reduced to zero, andfifth, to the Class A-SB certificates, until their Certificate Balance has been reduced to zero. On or after the Cross-Over Date, allocation of principal will be made to the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates that are still outstanding,pro rata (based upon their respective Certificate Balances), without regard to the Class A-SB Planned Principal Balance, until their Certificate Balances have been reduced to zero. See “—Distributions—Priority of Distributions” above.

Allocation to the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates, for so long as they are outstanding, of the entire Principal Distribution Amount for each Distribution Date will have the effect of reducing the aggregate Certificate Balance of the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates at a proportionately faster rate than the rate at which the aggregate Stated Principal Balance of the pool of Mortgage Loans will decline. Therefore, as principal is distributed to the holders of the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates, the percentage interest in the issuing entity evidenced by the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates will be decreased (with a corresponding increase in the percentage interest in the issuing entity evidenced by the Subordinate Certificates), thereby increasing, relative to their respective Certificate Balances, the subordination afforded to the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates by the Subordinate Certificates.

Following retirement of the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates, the successive allocation on each Distribution Date of the remaining Principal Distribution Amount to the Class A-S certificates, the Class B certificates, the Class C certificates, the Class D certificates, the Class E certificates, the Class F certificates and the Class G certificates, in that order, for so long as they are outstanding, will provide a similar, but diminishing benefit to those certificates (other than to the Class G certificates) as to the relative amount of subordination afforded by the outstanding classes of certificates with later sequential designations.

On each Distribution Date, immediately following the distributions to be made to the Certificateholders on that date, the certificate administrator is required to calculate the Realized Loss and Retained Certificate Realized Loss for such Distribution Date.

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The “Realized Loss” with respect to any Distribution Date is the amount, if any, by which (i) the product of (A) the Non-Retained Percentage and (B) the aggregate Stated Principal Balance (for purposes of this calculation only, the aggregate Stated Principal Balance will not be reduced by the amount of principal payments received on the Mortgage Loans that were used to reimburse the master servicers, the special servicers or the trustee from general collections of principal on the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent those amounts are not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans, including any REO Loans (but in each case, excluding any Companion Loan) expected to be outstanding immediately following that Distribution Date is less than (ii) the then-aggregate Certificate Balance of the Principal Balance Certificates (other than the RR Interest) after giving effect to distributions of principal on that Distribution Date.

The certificate administrator will be required to allocate any Realized Losses among the respective classes of Principal Balance Certificates (other than the RR Interest) in the following order, until the Certificate Balance of each such class is reduced to zero:

first, to the Class G certificates;

second, to the Class F certificates;

third, to the Class E certificates;

fourth, to the Class D certificates;

fifth, to the Class C certificates;

sixth, to the Class B certificates; and

seventh, to the Class A-S certificates.

Following the reduction of the Certificate Balances of all classes of Subordinate Certificates to zero, the certificate administrator will be required to allocate Realized Losses among the Senior Certificates (other than the applicable Class X Certificates),pro rata, based upon their respective Certificate Balances, until their respective Certificate Balances have been reduced to zero.

Realized Losses will not be allocated to the RR Interest, the Class V certificates or the Class R certificates and will not be directly allocated to the Class X Certificates. However, the Notional Amounts of the classes of Class X Certificates will be reduced if the related classes of Principal Balance Certificates are reduced by such Realized Losses.

In general, Realized Losses and Retained Certificate Realized Losses could result from the occurrence of: (1) losses and other shortfalls on or in respect of the Mortgage Loans, including as a result of defaults and delinquencies on the related Mortgage Loans, Nonrecoverable Advances made in respect of the Mortgage Loans, the payment to the special servicers of any compensation as described in “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses”, and the payment of interest on Advances and certain servicing expenses; and (2) certain unanticipated, non-Mortgage Loan specific expenses of the issuing entity, including certain reimbursements to the certificate administrator or trustee as described under “Transaction Parties—The Trustee” or “—The Certificate Administrator”, and certain federal, state and local taxes, and certain tax-related expenses, payable out of the issuing entity, as described under “Material Federal Income Tax Considerations”.

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Losses on each Whole Loan will be allocated,pro rata, between the related Mortgage Loan and the related Pari Passu Companion Loan(s), based upon their respective principal balances. With respect to any Whole Loan that has a related Subordinate Companion Loan, losses will be allocated first to each related Subordinate Companion Loan in accordance with the related Intercreditor Agreement until each such Subordinate Companion Loan is reduced to zero and then to the related Mortgage Loan and the related Pari Passu Companion Loans (if any),pro rata, based upon their respective principal balances.

A class of Regular Certificates will be considered outstanding until its Certificate Balance or Notional Amount, as the case may be, is reduced to zero. However, notwithstanding a reduction of its Certificate Balance to zero, reimbursements of any previously allocated Realized Losses or Retained Certificate Realized Losses, as applicable, are required thereafter to be made to a class of Principal Balance Certificates, with respect to the Non-Retained Certificates in accordance with the payment priorities set forth in “—Distributions—Priority of Distributions” above and, with respect to the RR Interest in accordance with the payment priorities set forth in “Credit Risk Retention—RR Interest—Priority of Distributions”.

Reports to Certificateholders; Certain Available Information

Certificate Administrator Reports

On each Distribution Date, based in part on information delivered to it by the master servicers or special servicers, as applicable, the certificate administrator will be required to prepare and make available to each Certificateholder of record a Distribution Date Statement providing the information required under Regulation AB and in the form of Annex B relating to distributions made on that date for the relevant class and the recent status of the Mortgage Loans.

In addition, the certificate administrator will include (to the extent it receives such information) (i) the identity of any Mortgage Loans permitting additional debt, identifying (A) the amount of any additional debt incurred during the related Collection Period, (B) the total DSCR calculated on the basis of the mortgage loan and such additional debt and (C) the aggregate loan-to-value ratio calculated on the basis of the mortgage loan and the additional debt in each applicable Form 10-D filed on behalf of the issuing entity and (ii) the beginning and ending account balances for each of the Securitization Accounts (for the applicable period) in each Form 10-D filed on behalf of the issuing entity.

Within a reasonable period of time after the end of each calendar year, the certificate administrator is required to furnish to each person or entity who at any time during the calendar year was a holder of a certificate, a statement with (i) the amount of the distribution on each Distribution Date in reduction of the Certificate Balance of the certificates and (ii) the amount of the distribution on each Distribution Date of the applicable Interest Accrual Amount, in each case, as to the applicable class, aggregated for the related calendar year or applicable partial year during which that person was a Certificateholder, together with any other information that the certificate administrator deems necessary or desirable, or that a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns for that calendar year. This obligation of the certificate administrator will be deemed to have been satisfied to the extent that substantially comparable information will be provided by the certificate administrator pursuant to any requirements of the Code as from time to time are in force.

In addition, the certificate administrator will make available on its website (www.ctslink.com), to the extent received from the applicable person, on each Distribution Date to each Privileged Person the following reports (other than clause (1) below, the

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“CREFC^®Reports”) prepared by either master servicer, the certificate administrator or either special servicer, as applicable (substantially in the form provided in the PSA, in the case of the Distribution Date Statement, which form is subject to change, and as required in the PSA in the case of the CREFC^® Reports) and including substantially the following information:

(1)        a report as of the close of business on the immediately preceding Determination Date, containing the information provided for in Annex B (the “Distribution Date Statement”);

(2)        a Commercial Real Estate Finance Council (“CREFC^®”) delinquent loan status report;

(3)        a CREFC^® historical loan modification/forbearance and corrected mortgage loan report;

(4)        a CREFC^® advance recovery report;

(5)        a CREFC^® total loan report;

(6)        a CREFC^® operating statement analysis report;

(7)        a CREFC^® comparative financial status report;

(8)        a CREFC^® net operating income adjustment worksheet;

(9)        a CREFC^® real estate owned status report;

(10)      a CREFC^® servicer watch list;

(11)      a CREFC^® loan level reserve and letter of credit report;

(12)      a CREFC^® property file;

(13)      a CREFC^® financial file;

(14)      a CREFC^® loan setup file (to the extent delivery is required under the PSA); and

(15)      a CREFC^® loan periodic update file.

Each master servicer or special servicer, as applicable, may omit any information from these reports that such master servicer or special servicer regards as confidential. Subject to any potential liability for willful misconduct, bad faith or negligence as described under “Pooling and Servicing Agreement—Limitation on Liability; Indemnification”, none of the master servicers, the special servicers, the trustee or the certificate administrator will be responsible for the accuracy or completeness of any information supplied to it by a borrower, a mortgage loan seller or another party to the PSA or a party under any Non-Serviced PSA that is included in any reports, statements, materials or information prepared or provided by it. Some information will be made available to Certificateholders by electronic transmission as may be agreed upon between the depositor and the certificate administrator.

Before each Distribution Date, each master servicer will deliver to the certificate administrator by electronic means:

● a CREFC^® property file;

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● a CREFC^® financial file;

● a CREFC^® loan setup file (to the extent delivery is required under the PSA); and

● a CREFC^® loan periodic update file.

In addition, each master servicer (with respect to a Serviced Mortgage Loan that is not a Specially Serviced Loan) or special servicer (with respect to Specially Serviced Loans and REO Properties), as applicable, is also required to prepare the following for each Mortgaged Property securing a Serviced Mortgage Loan and REO Property for which it acts as master servicer or special servicer, as applicable:

● Within 45 days after receipt of a quarterly operating statement, if any, commencing within 45 days of receipt of such quarterly operating statement for the quarter ending June 30, 2018, a CREFC^®operating statement analysis report but only to the extent the related borrower is required by the Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, that information, for the Mortgaged Property or REO Property as of the end of that calendar quarter,provided,however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then current applicable CREFC^®guidelines (it being understood that as of the date of this prospectus, the applicable CREFC^® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing 12 month basis, or if the related Serviced Mortgage Loan is on the CREFC^® Servicer Watch List).

● Within 45 days after receipt by the applicable special servicer (with respect to Specially Serviced Loans and REO Properties) or the applicable master servicer (with respect to a Serviced Mortgage Loan that is not a Specially Serviced Loan) of any annual operating statements or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that has been based on a minimum number of months of operating results as recommended by CREFC^® in the instructions to the CREFC^®guidelines) commencing within 45 days of receipt of such annual operating statement for the calendar year ending December 31, 2018, a CREFC^®net operating income adjustment worksheet, but only to the extent the related borrower is required by the Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, that information, presenting the computation made in accordance with the methodology in the PSA to “normalize” the full year net operating income and debt service coverage numbers used by the applicable master servicer to prepare the CREFC^® comparative financial status report.

Certificate Owners and any holder of a Serviced Pari Passu Companion Loan who are also Privileged Persons may also obtain access to any of the certificate administrator reports upon request and pursuant to the provisions of the PSA. Otherwise, until the time Definitive Certificates are issued to evidence the certificates, the information described above will be available to the related Certificate Owners only if DTC and its participants provide the information to the Certificate Owners.

“Privileged Person” includes the depositor and its designees, the initial purchasers, the underwriters, the mortgage loan sellers, the master servicers, the special servicers (including, for the avoidance of doubt, any Excluded Special Servicer), the trustee, the certificate administrator, any additional servicer designated by either master servicer or

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either special servicer, the operating advisor, any affiliate of the operating advisor designated by the operating advisor, the asset representations reviewer, any holder of a Companion Loan who provides an Investor Certification, any Non-Serviced Master Servicer, any Other Master Servicer, any person (including the Directing Certificateholder or Risk Retention Consultation Party) who provides the certificate administrator with an Investor Certification and any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act (“NRSRO”), including any Rating Agency, that delivers an NRSRO Certification to the certificate administrator, which Investor Certification and NRSRO Certification may be submitted electronically via the certificate administrator’s website;provided that in no event may a Borrower Party (other than a Borrower Party that is the Risk Retention Consultation Party or a special servicer) be entitled to receive (i) if such party is the Directing Certificateholder or any Controlling Class Certificateholder (each such party, as applicable, an “Excluded Controlling Class Holder”), any Excluded Information via the certificate administrator’s website unless a loan-by-loan segregation is later performed by the certificate administrator, in which case such access will only be prohibited with respect to the related Excluded Controlling Class Loans, and (ii) if such party is not the Directing Certificateholder or any Controlling Class Certificateholder, any information other than the Distribution Date Statement;provided, that, if a special servicer obtains knowledge that it has become a Borrower Party, such special servicer may not directly or indirectly provide any information solely related to any related Excluded Special Servicer Loan, which may include any asset status reports, Final Asset Status Reports (or summaries thereof), and such other information as may be specified in the PSA pertaining to such Excluded Special Servicer Loan to the related Borrower Party, any of such special servicer’s employees or personnel or any of its affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or, to its actual knowledge, any non-affiliate that holds a direct or indirect ownership interest in the related Borrower Party, will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with those obligations;provided,further, that each special servicer will at all times be a Privileged Person, despite such restriction on information;provided,further,however, that any Excluded Controlling Class Holder will be permitted to reasonably request and obtain from the applicable master servicer or the applicable special servicer, in accordance with terms of the PSA, any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available via the certificate administrator’s website). Notwithstanding any provision to the contrary herein, none of the master servicers or the certificate administrator will have any obligation to restrict access by a special servicer or any Excluded Special Servicer to any information related to any Excluded Special Servicer Loan.

The “Risk Retention Consultation Party” will be the party selected by the holder or holders of more than 50% of the RR Interest, by Certificate Balance, as determined by the certificate registrar from time to time. The certificate administrator and the other parties to the PSA will be entitled to assume that the identity of the Risk Retention Consultation Party has not changed until such parties receive written notice of the identity and contact information of a replacement of Risk Retention Consultation Party from a party holding the requisite interest in the RR Interest (as confirmed by the certificate registrar). The initial Risk Retention Consultation Party is expected to be MSMCH.

In determining whether any person is an additional servicer or an affiliate of the operating advisor, the certificate administrator may rely on a certification by a master servicer, a special servicer, a mortgage loan seller or the operating advisor, as the case may be.

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“Borrower Party” means a borrower, a mortgagor, a manager of a Mortgaged Property, an Accelerated Mezzanine Loan Lender, or any Borrower Party Affiliate. For the avoidance of doubt, with respect to a Mortgage Loan secured by a residential cooperative property, a person will not be considered a “Borrower Party” solely by reason of such person holding one or more cooperative unit loans that are secured by direct equity interests in the related borrower or owning one or more residential cooperative units comprising the related Mortgaged Property as a result of any foreclosure, transfer in lieu of foreclosure or other exercise of remedies with respect to any such unit loan(s).

“Borrower Party Affiliate” means, with respect to a borrower, a mortgagor, a manager of a Mortgaged Property or an Accelerated Mezzanine Loan Lender, (a) any other person controlling or controlled by or under common control with such borrower, mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable, or (b) any other person owning, directly or indirectly, 25% or more of the beneficial interests in such borrower, mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable. For purposes of this definition, “control” when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Accelerated Mezzanine Loan Lender” means a mezzanine lender under a mezzanine loan that has been accelerated or as to which foreclosure or enforcement proceedings have been commenced against the equity collateral pledged to secure such mezzanine loan.

“Excluded Controlling Class Loan” means with respect to the Directing Certificateholder or any Controlling Class Certificateholder, a Mortgage Loan or Whole Loan with respect to which the Directing Certificateholder or any Controlling Class Certificateholder is a Borrower Party.

“Excluded Information” means, with respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling Class Loan, which may include any asset status reports, Final Asset Status Reports (or summaries thereof), inspection reports related to Specially Serviced Loans prepared by the applicable special servicer or any Excluded Special Servicer and such other information as may be specified in the PSA specifically pertaining to such Excluded Controlling Class Loan and/or the related Mortgaged Properties, other than such information with respect to such Excluded Controlling Class Loan(s) that is aggregated with information of other Mortgage Loans at a pool level.

“Excluded Loan” means (a) with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, a Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Directing Certificateholder or the holder of the majority of the Controlling Class is a Borrower Party or (b) with respect to the Risk Retention Consultation Party or the holder of the majority of the RR Interest, a Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Risk Retention Consultation Party or the holder of the majority of the RR Interest is a Borrower Party. It is expected that there will be no Excluded Loans with respect to this securitization on the Closing Date.

“Investor Certification” means a certificate (which may be in electronic form), substantially in the form attached to the PSA or in the form of an electronic certification contained on the certificate administrator’s website (which may be a click-through confirmation), representing (i) that such person executing the certificate is a Certificateholder, the Directing Certificateholder or the Risk Retention Consultation Party, a beneficial owner of a certificate, a Companion Holder or a prospective purchaser of a

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certificate (or any investment advisor, manager or other representative of the foregoing), (ii) that either (a) such person is the Risk Retention Consultation Party or is a person who is not a Borrower Party, in which case such person will have access to all the reports and information made available to Certificateholders via the certificate administrator’s website under the PSA, or (b) such person is a Borrower Party, in which case (1) if such person is the Directing Certificateholder or a Controlling Class Certificateholder, such person will have access to all the reports and information made available to Certificateholders via the certificate administrator’s website under the PSA other than any Excluded Information as set forth in the PSA or (2) if such person is not the Directing Certificateholder or a Controlling Class Certificateholder, such person will only receive access to the Distribution Date Statements prepared by the certificate administrator, (iii) (other than with respect to a Companion Holder) that such person has received a copy of the final prospectus and (iv) such person agrees to keep any Privileged Information confidential and will not violate any securities laws;provided,however, that any Excluded Controlling Class Holder (i) will be permitted to reasonably request and obtain from the applicable master servicer or the applicable special servicer, in accordance with terms of PSA, any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available via the certificate administrator’s website) and (ii) will be considered a Privileged Person for all other purposes, except with respect to its ability to obtain information with respect to any related Excluded Controlling Class Loan.

A “Certificateholder” is the person in whose name a certificate (including the RR Interest) is registered in the certificate register or any beneficial owner thereof;provided,however, that solely for the purposes of giving any consent, approval, waiver or taking any action pursuant to the PSA, any certificate (including the RR Interest) registered in the name of or beneficially owned by a master servicer, a special servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the trustee, the certificate administrator, the depositor, any mortgage loan seller, a Borrower Party, or any affiliate of any of such persons will be deemed not to be outstanding (provided that notwithstanding the foregoing, any Controlling Class certificates owned by an Excluded Controlling Class Holder will be deemed not to be outstanding as to such Excluded Controlling Class Holder solely with respect to any related Excluded Controlling Class Loan; andprovided,further, that any Controlling Class certificates owned by a special servicer or an affiliate thereof will be deemed not to be outstanding as to such special servicer or such affiliate solely with respect to any related Excluded Special Servicer Loan), and the Voting Rights to which it is entitled will not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver or take any such action has been obtained;provided,however, that the foregoing restrictions will not apply in the case of the master servicers, the special servicers (including, for the avoidance of doubt, any Excluded Special Servicer), the trustee, the certificate administrator, the depositor, any mortgage loan seller or any affiliate of any of such persons unless such consent, approval or waiver sought from such party would in any way increase its compensation or limit its obligations in the named capacities under the PSA, waive a Servicer Termination Event or trigger an Asset Review (with respect to an Asset Review and any mortgage loan seller, solely with respect to any related Mortgage Loan subject to the Asset Review);provided,further, that so long as there is no Servicer Termination Event with respect to the applicable master servicer or the applicable special servicer, as applicable, such master servicer and special servicer or such affiliate of either will be entitled to exercise such Voting Rights with respect to any issue which could reasonably be believed to adversely affect such party’s compensation or increase its obligations or liabilities under the PSA; andprovided,further, that such restrictions will not apply to (i) the exercise of either special servicer’s, either master servicer’s or any mortgage loan seller’s

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rights, if any, or any of their affiliates as a member of the Controlling Class or (ii) any affiliate of the depositor, either master servicer, either special servicer, the trustee or the certificate administrator that has provided an Investor Certification in which it has certified as to the existence of certain policies and procedures restricting the flow of information between it and the depositor, the applicable master servicer, the applicable special servicer, the trustee or the certificate administrator, as applicable.

“NRSRO Certification” means a certification (a) executed by an NRSRO or (b) provided electronically and executed by such NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s website in favor of the 17g-5 Information Provider that states that such NRSRO is a Rating Agency as such term is defined in the PSA or that such NRSRO has provided the depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5 under the Exchange Act (“Rule 17g-5”), that such NRSRO has access to the depositor’s 17g-5 Information Provider’s website, and that such NRSRO will keep such information confidential except to the extent such information has been made available to the general public.

Under the PSA, the applicable master servicer or the applicable special servicer, as applicable, is required to provide or make available to the holders of any Companion Loan (or their designees including the related Other Master Servicer or Other Special Servicer) certain other reports, copies and information relating to the related Serviced Whole Loan to the extent required under the related Intercreditor Agreement.

Certain information concerning the Mortgage Loans and the certificates, including the Distribution Date Statements, CREFC^® reports and supplemental notices with respect to such Distribution Date Statements and CREFC^® reports, may be provided by the certificate administrator at the direction of the depositor to certain market data providers, such as Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management, Inc., Interactive Data Corporation, CMBS.com, Inc., Markit Group Limited, Moody’s Analytics, RealInsight and Thomson Reuters Corporation, pursuant to the terms of the PSA.

Upon the reasonable request of any Certificateholder that has delivered an Investor Certification to the applicable master servicer or special servicer, as applicable, such master servicer (with respect to non-Specially Serviced Loans) and such special servicer (with respect to Specially Serviced Loans) may provide (or make available electronically) at the expense of such Certificateholder copies of any appraisals, operating statements, rent rolls and financial statements obtained by such master servicer or special servicer, as the case may be, at the expense of such Certificateholder;provided that in connection with such request, the applicable master servicer or special servicer, as applicable, may require a written confirmation executed by the requesting person substantially in such form as may be reasonably acceptable to such master servicer or special servicer, as applicable, generally to the effect that such person will keep such information confidential and will use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder may have under the PSA. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of annual operating statements, budgets and rent rolls (or, with respect to residential cooperative properties, maintenance schedules) either collected by the applicable master servicer or the applicable special servicer or caused to be prepared by the applicable special servicer in respect of each REO Property, the applicable master servicer or the applicable special servicer, as the case may be, will be required to deliver copies of such items to the certificate administrator to be posted on the certificate administrator’s website. Certificateholders will not, however, be given access to or be provided copies of, any Mortgage Files or Diligence Files.

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Information Available Electronically

The certificate administrator will make available to any Privileged Person via the certificate administrator’s website initially located at www.ctslink.com (and will make available to the general public this prospectus, Distribution Date Statements, the PSA, the MLPAs and the SEC EDGAR filings referred to below):

● the following “deal documents”:

○ this prospectus;

○ the PSA, each sub-servicing agreement delivered to the certificate administrator from and after the Closing Date, if any, and the MLPAs and any amendments and exhibits to those agreements; and

○ the CREFC^® loan setup file delivered to the certificate administrator by a master servicer;

● the following “SEC EDGAR filings”:

○ any reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the certificate administrator with respect to the issuing entity through the SEC’s Electronic Data Gathering and Retrieval (EDGAR) system;

● the following documents, which will be made available under a tab or heading designated “periodic reports”:

○ the Distribution Date Statements;

○ the CREFC^® bond level files;

○ the CREFC^® collateral summary files;

○ the CREFC^® Reports, other than the CREFC^® loan setup file (providedthat they are received by the certificate administrator); and

○ the annual reports as provided by the operating advisor;

● the following documents, which will be made available under a tab or heading designated “additional documents”:

○ the summary of any Final Asset Status Report as provided by a special servicer;

○ any property inspection reports, any environmental reports and appraisals delivered to the certificate administrator in electronic format;

○ any appraisals delivered in connection with any Asset Status Report; and

○ any CREFC^® appraisal reduction template received by the certificate administrator;

● the following documents, which will be made available under a tab or heading designated “special notices”:

○ notice of any release based on an environmental release under the PSA;

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○ notice of any waiver, modification or amendment of any term of any Mortgage Loan;

○ notice of final payment on the certificates;

○ all notices of the occurrence of any Servicer Termination Event received by the certificate administrator or any notice to Certificateholders of the termination of a master servicer or special servicer;

○ any notice of resignation or termination of a master servicer or special servicer;

○ notice of resignation of the trustee or the certificate administrator, and notice of the acceptance of appointment by the successor trustee or the successor certificate administrator, as applicable;

○ any notice of any request by requisite percentage of Certificateholders for a vote to terminate a special servicer, the operating advisor or the asset representations reviewer;

○ any notice to Certificateholders of the operating advisor’s recommendation to replace a special servicer and the related report prepared by the operating advisor in connection with such recommendation;

○ notice of resignation or termination of the operating advisor or the asset representations reviewer and notice of the acceptance of appointment by the successor operating advisor or the successor asset representations reviewer;

○ notice of the certificate administrator’s determination that an Asset Review Trigger has occurred and a copy of any Asset Review Report Summary received by the certificate administrator;

○ officer’s certificates supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;

○ any notice of the termination of the issuing entity;

○ any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or is terminated;

○ any notice of the occurrence of an Operating Advisor Termination Event;

○ any notice of the occurrence of an Asset Representations Reviewer Termination Event;

○ any Proposed Course of Action Notice;

○ any assessment of compliance delivered to the certificate administrator;

○ any Attestation Reports delivered to the certificate administrator;

○ any “special notices” requested by a Certificateholder to be posted on the certificate administrator’s website described under “—Certificateholder Communication” below; and

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○ any notice or documents provided to the certificate administrator by the depositor or the master servicer directing the certificate administrator to post to the “special notices” tab;

● the “Investor Q&A Forum”;

● solely to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry”; and

● the “Risk Retention Special Notices” tab, which will contain any notices relating to ongoing compliance by each Retaining Party with the Credit Risk Retention Rules;

provided, that with respect to a Control Termination Event or Consultation Termination Event that is deemed to exist due solely to the existence of an Excluded Loan, the certificate administrator will only be required to provide notice of the occurrence and continuance of such event if it has been notified of or has knowledge of the existence of such Excluded Loan.

Notwithstanding the foregoing, if the Directing Certificateholder or any Controlling Class Certificateholder, as applicable, is an Excluded Controlling Class Holder, such Excluded Controlling Class Holder is required to promptly notify each master servicer, each special servicer, the operating advisor, the trustee and the certificate administrator pursuant to the PSA and provide an Investor Certification pursuant to the PSA and will not be entitled to access any Excluded Information (unless a loan-by-loan segregation is later performed by the certificate administrator in which case such access will only be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available on the certificate administrator’s website for so long as it is an Excluded Controlling Class Holder. The PSA will require each Excluded Controlling Class Holder in such new Investor Certification to certify that it acknowledges and agrees that it is prohibited from accessing and reviewing (and it agrees not to access and review) any Excluded Information. In addition, if the Directing Certificateholder or any Controlling Class Certificateholder is not an Excluded Controlling Class Holder, such person will certify and agree that they will not share any Excluded Information with any Excluded Controlling Class Holder.

Notwithstanding the foregoing, nothing set forth in the PSA will prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available via the certificate administrator’s website, such Directing Certificateholder or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan will be permitted to obtain such information in accordance with terms of the PSA, and each of the applicable master servicer and the applicable special servicer may require and rely on such certifications and other reasonable information prior to releasing any such information.

Any reports on Form 10-D filed by the certificate administrator will (i) contain the information required by Rule 15Ga-1(a) concerning all Mortgage Loans held by the issuing entity that were the subject of a demand to repurchase or replace due to a breach or alleged breach of one or more representations and warranties made by the related mortgage loan seller, (ii) contain a reference to the most recent Form ABS-15G filed by the depositor and the mortgage loan sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer, (iii) contain certain account balances to the extent available to the certificate administrator, and (iv) incorporate the most recent Form ABS-EE filing by

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reference (which such Form ABS-EE will be filed on or prior to the filing of the applicable report on Form 10-D).

The certificate administrator will not make any representation or warranty as to the accuracy or completeness of any report, document or other information made available on the certificate administrator’s website and will assume no responsibility for any such report, document or other information, other than with respect to such reports, documents or other information prepared by the certificate administrator. In addition, the certificate administrator may disclaim responsibility for any information distributed by it for which it is not the original source.

In connection with providing access to the certificate administrator’s website (other than with respect to access provided to the general public in accordance with the PSA), the certificate administrator may require registration and the acceptance of a disclaimer, including an agreement to keep certain nonpublic information made available on the website confidential, as required under the PSA. The certificate administrator will not be liable for the dissemination of information in accordance with the PSA.

The certificate administrator will make the “Investor Q&A Forum” available to Privileged Persons via the certificate administrator’s website under a tab or heading designated “Investor Q&A Forum”, where (i) Certificateholders and beneficial owners that are Privileged Persons may submit inquiries to (a) the certificate administrator relating to the Distribution Date Statements, (b) either master servicer or either special servicer relating to servicing reports prepared by that party, the applicable Mortgage Loans (excluding each Non-Serviced Mortgage Loan) or the related Mortgaged Properties or (c) the operating advisor relating to annual or other reports prepared by the operating advisor or actions by either special servicer referenced in such reports, and (ii) Privileged Persons may view previously submitted inquiries and related answers. The certificate administrator will forward such inquiries to the appropriate person and, in the case of an inquiry relating to a Non-Serviced Mortgage Loan, to the applicable party under the related Non-Serviced PSA. The certificate administrator, the master servicers, the special servicers or the operating advisor, as applicable, will be required to answer each inquiry, unless such party determines (i) the question is beyond the scope of the topics detailed above, (ii) that answering the inquiry would not be in the best interests of the issuing entity and/or the Certificateholders, (iii) that answering the inquiry would be in violation of applicable law, the PSA (including requirements in respect of non-disclosure of Privileged Information) or the Mortgage Loan documents, (iv) that answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, the certificate administrator, the applicable master servicer, the applicable special servicer or the operating advisor, as applicable, (v) that answering the inquiry would require the disclosure of Privileged Information (subject to the Privileged Information Exception), (vi) that answering the inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product, or (vii) that answering the inquiry is otherwise, for any reason, not advisable. In addition, no party will post or otherwise disclose any direct communications with the Directing Certificateholder or the Risk Retention Consultation Party (in its capacity as Risk Retention Consultation Party) as part of its responses to any inquiries. In the case of an inquiry relating to a Non-Serviced Mortgage Loan, the certificate administrator is required to make reasonable efforts to obtain an answer from the applicable party under the related Non-Serviced PSA;provided that the certificate administrator will not be responsible for the content of such answer, or any delay or failure to obtain such answer. The certificate administrator will be required to post the inquiries and related answers, if any, on the Investor Q&A Forum, subject to and in accordance with the PSA. The Investor Q&A Forum may not reflect questions, answers and other communications that are not submitted

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through the certificate administrator’s website. Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and will not be deemed to be answers from any of the depositor, the underwriters or any of their respective affiliates. None of the underwriters, depositor, any of their respective affiliates or any other person will certify as to the accuracy of any of the information posted in the Investor Q&A Forum and no such person will have any responsibility or liability for the content of any such information.

The certificate administrator will make the “Investor Registry” available to any Certificateholder and beneficial owner that is a Privileged Person via the certificate administrator’s website. Certificateholders and beneficial owners may register on a voluntary basis for the “Investor Registry” and obtain contact information for any other Certificateholder or beneficial owner that has also registered,provided that they comply with certain requirements as provided for in the PSA.

The certificate administrator’s internet website will initially be located at www.ctslink.com. Access will be provided by the certificate administrator to such persons upon receipt by the certificate administrator from such person of an Investor Certification or NRSRO Certification in the form(s) attached to the PSA, which form(s) will also be located on and submitted electronically via the certificate administrator’s internet website. The parties to the PSA will not be required to provide that certification. In connection with providing access to the certificate administrator’s internet website, the certificate administrator may require registration and the acceptance of a disclaimer. The certificate administrator will not be liable for the dissemination of information in accordance with the terms of the PSA. The certificate administrator will make no representation or warranty as to the accuracy or completeness of such documents and will assume no responsibility for them. In addition, the certificate administrator may disclaim responsibility for any information distributed by the certificate administrator for which it is not the original source. Assistance in using the certificate administrator’s internet website can be obtained by calling the certificate administrator’s customer service desk at 866-846-4526.

The certificate administrator is responsible for the preparation of tax returns on behalf of the issuing entity and the preparation of Distribution Reports on Form 10-D (based on information included in each monthly Distribution Date Statement and other information provided by other transaction parties) and Annual Reports on Form 10-K and certain other reports on Form 8-K that are required to be filed with the SEC on behalf of the issuing entity.

“17g-5 Information Provider” means the certificate administrator.

The PSA will permit each master servicer and each special servicer, at their respective sole cost and expense, to make available by electronic media, bulletin board service or internet website any reports or other information such master servicer or such special servicer, as applicable, is required or permitted to provide to any party to the PSA, the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided such master servicer or such special servicer, as applicable, with an Investor Certification or has executed a “click-through” confidentiality agreement in accordance with the PSA to the extent such action does not conflict with the terms of the PSA (including, without limitation, any requirements to keep Privileged Information confidential), the terms of the Mortgage Loans or applicable law. However, the availability of such information or reports on the internet or similar electronic media will not be deemed to satisfy any specific delivery requirements in the PSA except as set forth therein.

Except as otherwise set forth in this paragraph, until the time definitive certificates are issued, notices and statements required to be mailed to holders of certificates will be

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available to Certificate Owners of certificates only to the extent they are forwarded by or otherwise available through DTC and its Participants. Conveyance of notices and other communications by DTC to Participants, and by Participants to Certificate Owners, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Except as otherwise set forth in this paragraph, the master servicers, the special servicers, the trustee, the certificate administrator and the depositor are required to recognize as Certificateholders only those persons in whose names the certificates are registered on the books and records of the certificate registrar. The initial registered holder of the certificates will be Cede & Co., as nominee for DTC.

Voting Rights

At all times during the term of the PSA, the voting rights for the certificates (the “Voting Rights”) will be allocated among the respective classes of Certificateholders as follows:

(1)        2% in the case of the Class X Certificates, allocatedpro rata, based upon their respective Notional Amounts as of the date of determination, and

(2)        in the case of any Principal Balance Certificates (other than the RR Interest), a percentage equal to the product of 98% and a fraction, the numerator of which is equal to the aggregate Certificate Balance (and solely in connection with certain votes relating to the replacement of a special servicer or operating advisor as described in this prospectus, taking into account any notional reduction in the Certificate Balance for Cumulative Appraisal Reduction Amounts allocated to the certificates) of the class, in each case, determined as of the prior Distribution Date, and the denominator of which is equal to the aggregate Certificate Balance (and solely in connection with certain votes relating to the replacement of a special servicer or the operating advisor as described in this prospectus, taking into account any notional reduction in the Certificate Balance for Cumulative Appraisal Reduction Amounts allocated to the certificates) of the Principal Balance Certificates (other than the RR Interest), each determined as of the prior Distribution Date.

The Voting Rights of any class of certificates are required to be allocated among Certificateholders of such class in proportion to their respective Percentage Interests.

None of the Class V or Class R certificates or the RR Interest will be entitled to any Voting Rights.

Delivery, Form, Transfer and Denomination

The Offered Certificates (other than the Class X Certificates) will be issued, maintained and transferred in the book-entry form only in minimum denominations of $10,000 initial Certificate Balance, and in multiples of $1 in excess of $10,000. The Class X Certificates will be issued, maintained and transferred only in minimum denominations of authorized initial Notional Amounts of not less than $1,000,000 and in integral multiples of $1 in excess of $1,000,000.

Book-Entry Registration

The Offered Certificates will initially be represented by one or more global certificates for each such class registered in the name of a nominee of The Depository Trust Company (“DTC”). The depositor has been informed by DTC that DTC’s nominee will be Cede & Co. No holder of an Offered Certificate will be entitled to receive a certificate issued in fully registered, certificated form (each, a “Definitive Certificate”) representing its interest in

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such class, except under the limited circumstances described under “―Definitive Certificates” below. Unless and until Definitive Certificates are issued, all references to actions by holders of the Offered Certificates will refer to actions taken by DTC upon instructions received from holders of Offered Certificates through its participating organizations (together with Clearstream Banking, S.A. (“Clearstream”) and Euroclear Bank, as operator of the Euroclear System (“Euroclear”) participating organizations, the “Participants”), and all references in this prospectus to payments, notices, reports, statements and other information to holders of Offered Certificates will refer to payments, notices, reports and statements to DTC or Cede & Co., as the registered holder of the Offered Certificates, for distribution to holders of Offered Certificates through its Participants in accordance with DTC procedures;provided,however, that to the extent that the party to the PSA responsible for distributing any report, statement or other information has been provided in writing with the name of the Certificate Owner of such an Offered Certificate (or the prospective transferee of such Certificate Owner), such report, statement or other information will be provided to such Certificate Owner (or prospective transferee).

Until Definitive Certificates are issued in respect of the Offered Certificates, interests in the Offered Certificates will be transferred on the book-entry records of DTC and its Participants. The certificate administrator will initially serve as certificate registrar for purposes of recording and otherwise providing for the registration of the Offered Certificates.

Holders of Offered Certificates may hold their certificates through DTC (in the United States) or Clearstream or Euroclear (in Europe) if they are Participants of such system, or indirectly through organizations that are participants in such systems. Clearstream and Euroclear will hold omnibus positions on behalf of the Clearstream Participants and the Euroclear Participants, respectively, through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositories (collectively, the “Depositories”), which in turn will hold such positions in customers’ securities accounts in the Depositories’ names on the books of DTC. DTC is a limited purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to Section 17A of the Exchange Act. DTC was created to hold securities for its Participants and to facilitate the clearance and settlement of securities transactions between Participants through electronic computerized book-entries, thereby eliminating the need for physical movement of certificates. Participants (“DTC Participants”) include securities brokers and dealers, banks, trust companies and clearing corporations. Indirect access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (“Indirect Participants”).

Transfers between DTC Participants will occur in accordance with DTC rules. Transfers between Clearstream Participants and Euroclear Participants will occur in accordance with the applicable rules and operating procedures of Clearstream and Euroclear.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly through Clearstream Participants or Euroclear Participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its Depository; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements,

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deliver instructions to its Depository to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream Participants and Euroclear Participants may not deliver instructions directly to the Depositories.

Because of time-zone differences, credits of securities in Clearstream or Euroclear as a result of a transaction with a DTC Participant will be made during the subsequent securities settlement processing, dated the business day following the DTC settlement date, and such credits or any transactions in such securities settled during such processing will be reported to the relevant Clearstream Participant or Euroclear Participant on such business day. Cash received in Clearstream or Euroclear as a result of sales of securities by or through a Clearstream Participant or a Euroclear Participant to a DTC Participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

The holders of Offered Certificates that are not Participants or Indirect Participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, such Offered Certificates may do so only through Participants and Indirect Participants. In addition, holders of Offered Certificates in global form (“Certificate Owners”) will receive all distributions of principal and interest through the Participants who in turn will receive them from DTC. Under a book-entry format, holders of such Offered Certificates may experience some delay in their receipt of payments, since such payments will be forwarded by the certificate administrator to Cede & Co., as nominee for DTC. DTC will forward such payments to its Participants, which thereafter will forward them to Indirect Participants or the applicable Certificate Owners. Certificate Owners will not be recognized by the trustee, the certificate administrator, the certificate registrar, the operating advisor, the special servicers or the master servicers as holders of record of certificates and Certificate Owners will be permitted to receive information furnished to Certificateholders and to exercise the rights of Certificateholders only indirectly through DTC and its Participants and Indirect Participants, except that Certificate Owners will be entitled to receive or have access to notices and information and to exercise certain rights as holders of beneficial interests in the certificates through the certificate administrator and the trustee to the extent described in “—Reports to Certificateholders; Certain Available Information”, “—Certificateholder Communication”and“—List of Certificateholders”and“Pooling and Servicing Agreement—The Operating Advisor”, “—The Asset Representations Reviewer”, “—Replacement of a Special Servicer Without Cause”, “—Limitation on Rights of Certificateholders to Institute a Proceeding”, “—Termination; Retirement of Certificates”and “—Resignation and Removal of the Trustee and the Certificate Administrator”.

Under the rules, regulations and procedures creating and affecting DTC and its operations (the “DTC Rules”), DTC is required to make book-entry transfers of Offered Certificates in global form among Participants on whose behalf it acts with respect to such Offered Certificates and to receive and transmit distributions of principal of, and interest on, such Offered Certificates. Participants and Indirect Participants with which the Certificate Owners have accounts with respect to the Offered Certificates similarly are required to make book-entry transfers and receive and transmit such payments on behalf of their respective Certificate Owners. Accordingly, although the Certificate Owners will not possess the Offered Certificates, the DTC Rules provide a mechanism by which Certificate Owners will receive payments on Offered Certificates and will be able to transfer their interest.

Because DTC can only act on behalf of Participants, who in turn act on behalf of Indirect Participants and certain banks, the ability of a holder of Offered Certificates in global form to pledge such Offered Certificates to persons or entities that do not participate in the DTC

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system, or to otherwise act with respect to such Offered Certificates, may be limited due to the lack of a physical certificate for such Offered Certificates.

DTC has advised the depositor that it will take any action permitted to be taken by a holder of an Offered Certificate under the PSA only at the direction of one or more Participants to whose accounts with DTC such certificate is credited. DTC may take conflicting actions with respect to other undivided interests to the extent that such actions are taken on behalf of Participants whose holdings include such undivided interests.

Clearstream is incorporated under the laws of Luxembourg and is a global securities settlement clearing house. Clearstream holds securities for its participating organizations (“Clearstream Participants”) and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. Transactions may be settled in Clearstream in numerous currencies, including United States dollars. Clearstream provides to its Clearstream Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. Clearstream is regulated as a bank by the Luxembourg Monetary Institute. Clearstream Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include the underwriters. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Participant, either directly or indirectly.

Euroclear was created in 1968 to hold securities for participants of the Euroclear system (“Euroclear Participants”) and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Transactions may now be settled in any of numerous currencies, including United States dollars. The Euroclear system includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC described above. Euroclear is operated by Euroclear Bank S.A./N.V. (the “Euroclear Operator”). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters. Indirect access to the Euroclear system is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related operating procedures of the Euroclear System and applicable Belgian law (collectively, the “Terms and Conditions”). The Terms and Conditions govern transfers of securities and cash within the Euroclear system, withdrawal of securities and cash from the Euroclear system, and receipts of payments with respect to securities in the Euroclear system. All securities in the Euroclear system are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants and has no record of or relationship with persons holding through Euroclear Participants.

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Although DTC, Euroclear and Clearstream have implemented the foregoing procedures in order to facilitate transfers of interests in book-entry securities among Participants of DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to comply with such procedures, and such procedures may be discontinued at any time. None of the depositor, the trustee, the certificate administrator, the master servicers, the special servicers or the underwriters will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective direct or indirect Participants of their respective obligations under the rules and procedures governing their operations.

Definitive Certificates

Owners of beneficial interests in book-entry certificates of any class will not be entitled to receive physical delivery of Definitive Certificates unless: (i) DTC advises the certificate registrar in writing that DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to the book-entry certificates of such class or ceases to be a clearing agency, and the certificate administrator and the depositor are unable to locate a qualified successor within 90 days of such notice or (ii) the trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Certificateholders of such class and the trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the trustee to obtain possession of the certificates of such class.

The RR Interest will be evidenced by one or more certificates and is expected to be held at all times in definitive form by the certificate administrator on behalf of the beneficial owners of the RR Interest.

Certificateholder Communication

Access to Certificateholders’ Names and Addresses

Upon the written request of any Certificateholder or Certificate Owner that has delivered an executed Investor Certification to the trustee or the certificate administrator (a “Certifying Certificateholder”), the certificate administrator (in its capacity as certificate registrar) will promptly furnish or cause to be furnished to such requesting party a list of the names and addresses of the certificateholders as of the most recent Record Date as they appear in the certificate register, at the expense of the requesting party.

Requests to Communicate

The PSA will require that the certificate administrator include on any Form 10–D any request received prior to the Distribution Date to which such Form 10-D relates (and on or after the Distribution Date preceding such Distribution Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related to Certificateholders or Certificate Owners exercising their rights under the terms of the PSA. Any Form 10-D containing such disclosure regarding the request to communicate is required to include the following and no more than the following: (i) the name of the Certificateholder or Certificate Owner making the request, (ii) the date the request was received, (iii) a statement to the effect that the certificate administrator has received such request, stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible exercise of rights under the PSA, and (iv) a description of the method other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner.

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Any Certificateholder or Certificate Owner wishing to communicate with other Certificateholders and Certificate Owners regarding the exercise of its rights under the terms of the PSA (such party, a “Requesting Investor”) should deliver a written request (a “Communication Request”) signed by an authorized representative of the Requesting Investor to the certificate administrator at the address below:

9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Administration Group – BANK 2018-BNK11

With a copy to:
trustadministrationgroup@wellsfargo.com

Any Communication Request must contain the name of the Requesting Investor and the method other Certificateholders and Certificate Owners should use to contact the Requesting Investor, and, if the Requesting Investor is not the registered holder of a class of certificates, then the Communication Request must contain (i) a written certification from the Requesting Investor that it is a beneficial owner of a class of certificates, and (ii) one of the following forms of documentation evidencing its beneficial ownership in such class of certificates: (A) a trade confirmation, (B) an account statement, (C) a medallion stamp guaranteed letter from a broker or dealer stating the Requesting Investor is the beneficial owner, or (D) a document acceptable to the certificate administrator that is similar to any of the documents identified in clauses (A) through (C). The certificate administrator will not be permitted to require any information other than the foregoing in verifying a certificateholder’s or certificate owner’s identity in connection with a Communication Request. Requesting Investors will be responsible for their own expenses in making any Communication Request, but will not be required to bear any expenses of the certificate administrator.

List of Certificateholders

Upon the written request of any Certificateholder, which is required to include a copy of the communication the Certificateholder proposes to transmit, that has provided an Investor Certification, which request is made for purposes of communicating with other holders of certificates of the same series with respect to their rights under the PSA or the certificates, the certificate registrar or other specified person will, within 10 business days after receipt of such request afford such Certificateholder (at such Certificateholder’s sole cost and expense) access during normal business hours to the most recent list of Certificateholders related to the class of certificates. In addition, upon written request to the certificate administrator of any Certificateholder or certificate owner (if applicable) that has provided an Investor Certification, the certificate administrator is required to promptly notify such Certificateholder or certificate owner of the identity of the then-current Directing Certificateholder.

Description of the Mortgage Loan Purchase Agreements

General

On the Closing Date, the depositor will acquire the Mortgage Loans from each mortgage loan seller pursuant to a separate mortgage loan purchase agreement (each, an “MLPA”), between the related mortgage loan seller and the depositor.

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Under the applicable MLPA, the depositor will require each mortgage loan seller to deliver to the certificate administrator, in its capacity as custodian, among other things, generally the following documents (except that the documents with respect to any Non-Serviced Whole Loans (other than the original promissory note) will be held by the custodian under the related Non-Serviced PSA) with respect to each Mortgage Loan sold by the mortgage loan seller (collectively, as to each Mortgage Loan, the “Mortgage File”):

(i)       the original Mortgage Note, endorsed on its face or by allonge to the Mortgage Note, without recourse, to the order of the trustee or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note has been lost, an affidavit to such effect from the related mortgage loan seller or another prior holder, together with a copy of the Mortgage Note and an indemnity properly assigned and endorsed to the trustee);

(ii)      the original or a copy of the Mortgage, together with an original or copy of any intervening assignments of the Mortgage, in each case with evidence of recording indicated thereon or certified to have been submitted for recording;

(iii)     an original assignment of the Mortgage in favor of the trustee or in blank and (subject to the completion of certain missing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related mortgage loan seller is responsible for the recordation of that assignment, a copy thereof certified to be the copy of such assignment submitted or to be submitted for recording);

(iv)      the original or a copy of any related assignment of leases and of any intervening assignments (if such item is a document separate from the Mortgage), with evidence of recording indicated thereon or certified to have been submitted for recording;

(v)      an original assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the trustee or in blank and (subject to the completion of certain missing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related mortgage loan seller is responsible for the recordation of that assignment, a copy thereof certified to be the copy of such assignment submitted or to be submitted for recording);

(vi)      the original assignment of all unrecorded documents relating to the Mortgage Loan or a Serviced Whole Loan, if not already assigned pursuant to items (iii) or (v) above;

(vii)     originals or copies of all modification, consolidation, assumption, written assurance and substitution agreements in those instances in which the terms or provisions of the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been assumed or consolidated;

(viii)    the original or a copy of the policy or certificate of lender’s title insurance issued in connection with the origination of such Mortgage Loan, or, if such policy has not been issued or located, an irrevocable, binding commitment (which may be a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy;

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(ix)      any filed copies (bearing evidence of filing) or evidence of filing of any Uniform Commercial Code financing statements, related amendments and continuation statements in the possession of the related mortgage loan seller;

(x)      an original assignment in favor of the trustee of any financing statement executed and filed in favor of the related mortgage loan seller or an affiliate thereof in the relevant jurisdiction (or, if the related mortgage loan seller is responsible for the filing of that assignment, a copy thereof certified to be the copy of such assignment submitted or to be submitted for recording);

(xi)      the original or a copy of any intercreditor agreement relating to existing debt of the borrower, including any Intercreditor Agreement relating to a Serviced Whole Loan;

(xii)      the original or copies of any loan agreement, escrow agreement, security agreement or letter of credit (with any necessary transfer documentation) relating to a Mortgage Loan or a Serviced Whole Loan;

(xiii)      the original or a copy of any ground lease, ground lessor estoppel, environmental insurance policy, environmental indemnity or guaranty relating to a Mortgage Loan or a Serviced Whole Loan;

(xiv)      other than with respect to the Mortgage Loans secured by residential cooperative properties, the original or a copy of any property management agreement relating to a Mortgage Loan or a Serviced Whole Loan;

(xv)      the original or a copy of any franchise agreements and comfort letters or similar agreements relating to a Mortgage Loan or Serviced Whole Loan and, with respect to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements or any notice to the franchisor of the transfer of a Mortgage Loan or Serviced Whole Loan and/or request for the issuance of a new comfort letter in favor of the trustee, in each case, as applicable;

(xvi)      the original or a copy of any lock-box or cash management agreement relating to a Mortgage Loan or a Serviced Whole Loan;

(xvii)      the original or a copy of any related mezzanine intercreditor agreement; and

(xviii)      the original or a copy of all related environmental insurance policies.

With respect to (A) any Mortgage Loan which is a Non-Serviced Mortgage Loan on the Closing Date, the foregoing documents (other than the documents described in clause (i) above) will be delivered to and held by the custodian under the related Non-Serviced PSA on or prior to the Closing Date and (B) a Servicing Shift Mortgage Loan, the foregoing documents will be delivered to the custodian on or prior to the Closing Date and such documents (other than the documents described in clause (i) above) will be transferred to the custodian related to the securitization that includes the related Control Note (or, with respect to The Gateway Whole Loan, the related Pari Passu Companion Loan evidenced by the promissory note A-1-A) on or about the applicable Servicing Shift Securitization Date.

In addition, each mortgage loan seller will be required to deliver the Diligence Files for each of its Mortgage Loans to the depositor by uploading such Diligence Files to the designated website, and the depositor will deliver to the certificate administrator an electronic copy of such Diligence Files to be posted to the secure data room.

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“Diligence File” means with respect to each Mortgage Loan or Companion Loan, if applicable, generally the following documents in electronic format:

(a)          A copy of each of the following documents:

(i)      the Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of the trustee or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note has been lost, an affidavit to such effect from the applicable mortgage loan seller or another prior holder, together with a copy of the Mortgage Note and an indemnity properly assigned and endorsed to the trustee);

(ii)      the Mortgage, together with a copy of any intervening assignments of the Mortgage, in each case with evidence of recording indicated thereon or certified to have been submitted for recording (if in the possession of the applicable mortgage loan seller);

(iii)     any related assignment of leases and of any intervening assignments (if such item is a document separate from the Mortgage), with evidence of recording indicated thereon or certified to have been submitted for recording (if in the possession of the applicable mortgage loan seller);

(iv)     all modification, consolidation, assumption, written assurance and substitution agreements in those instances in which the terms or provisions of the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been assumed or consolidated;

(v)      the policy or certificate of lender’s title insurance issued in connection with the origination of such Mortgage Loan, or, if such policy has not been issued or located, an irrevocable, binding commitment (which may be a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy;

(vi)     any UCC financing statements, related amendments and continuation statements in the possession of the applicable mortgage loan seller;

(vii)    any intercreditor agreement relating to permitted debt of the mortgagor, including any intercreditor agreement relating to a Serviced Whole Loan, and any related mezzanine intercreditor agreement;

(viii)    any loan agreement, escrow agreement, security agreement or letter of credit relating to a Mortgage Loan or a Serviced Whole Loan;

(ix)     any ground lease, related ground lessor estoppel, indemnity or guaranty relating to a Mortgage Loan or a Serviced Whole Loan;

(x)     other than with respect to the Mortgage Loans secured by residential cooperative properties, any property management agreement relating to a Mortgage Loan or a Serviced Whole Loan;

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(xi)     any franchise agreements and comfort letters or similar agreements relating to a Mortgage Loan or Serviced Whole Loan and, with respect to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements or any notice to the franchisor of the transfer of a Mortgage Loan or Serviced Whole Loan;

(xii)    any lock-box or cash management agreement relating to a Mortgage Loan or a Serviced Whole Loan;

(xiii)   all related environmental reports; and

(xiv)   all related environmental insurance policies;

(b)      a copy of any engineering reports or property condition reports;

(c)      other than with respect to a hospitality property (except with respect to tenanted commercial space within a hospitality property) or a residential cooperative property, copies of a rent roll;

(d)      for any office, retail, industrial or warehouse property, a copy of all leases and estoppels and subordination and non-disturbance agreements delivered to the related mortgage loan seller;

(e)      a copy of all legal opinions (excluding attorney-client communications between the related mortgage loan seller or an affiliate thereof, and its counsel that are privileged communications or constitute legal or other due diligence analyses), if any, delivered in connection with the closing of the related Mortgage Loan;

(f)       a copy of all mortgagor’s certificates of hazard insurance and/or hazard insurance policies or other applicable insurance policies (to the extent not previously included as part of this definition), if any, delivered in connection with the closing of the related Mortgage Loan;

(g)      a copy of the appraisal for the related Mortgaged Property(ies);

(h)      for any Mortgage Loan that the related Mortgaged Property(ies) is leased to a single tenant, a copy of the lease;

(i)       a copy of the applicable mortgage loan seller’s asset summary;

(j)       a copy of all surveys for the related Mortgaged Property or Mortgaged Properties;

(k)      a copy of all zoning reports;

(l)       a copy of financial statements of the related mortgagor;

(m)     a copy of operating statements for the related Mortgaged Property or Mortgaged Properties;

(n)      a copy of all UCC searches;

(o)      a copy of all litigation searches;

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(p)      a copy of all bankruptcy searches;

(q)      a copy of any origination settlement statement;

(r)      a copy of the insurance summary report;

(s)      a copy of organizational documents of the related mortgagor and any guarantor;

(t)      a copy of all escrow statements related to the escrow account balances as of the Mortgage Loan origination date;

(u)      a copy of all related environmental reports that were received by the applicable mortgage loan seller;

(v)      a copy of any closure letter (environmental); and

(w)     a copy of any environmental remediation agreement for the related Mortgaged Property or Mortgaged Properties;

in each case, to the extent that the originator received such documents in connection with the origination of such Mortgage Loan. In the event any of the items identified above were not included in connection with the origination of such Mortgage Loan (other than documents that would not be included in connection with the origination of the Mortgage Loan because such document is inapplicable to the origination of a Mortgage Loan of that structure or type), the Diligence File will be required to include a statement to that effect. No information that is proprietary to the related originator or mortgage loan seller or any draft documents or privileged or internal communications will constitute part of the Diligence File. It is generally not required to include any of the same items identified above again if such items have already been included under another clause of the definition of Diligence File, and the Diligence File will be required to include a statement to that effect. The mortgage loan seller may, without any obligation to do so, include such other documents as part of the Diligence File that such mortgage loan seller believes should be included to enable the asset representations reviewer to perform the Asset Review on such Mortgage Loan;provided that such documents are clearly labeled and identified.

Each MLPA will contain certain representations and warranties of the applicable mortgage loan seller with respect to each Mortgage Loan (or portion thereof) sold by that mortgage loan seller. Those representations and warranties are set forth in Annex D-1, and will be made as of the Closing Date, or as of another date specifically provided in the representation and warranty, subject to certain exceptions to such representations and warranties as set forth in Annex D-2.

If any of the documents required to be included in the Mortgage File for any Mortgage Loan is missing from the Mortgage File or is defective or if there is a breach of a representation or warranty relating to any Mortgage Loan, and, in either case, such omission, defect or breach materially and adversely affects the value of the related Mortgage Loan, the value of the related Mortgaged Property or the interests of any Certificateholders in the Mortgage Loan or Mortgaged Property or causes the Mortgage Loan to be other than a “qualified mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated as a “qualified mortgage” (a “Material Defect”), the applicable mortgage loan seller will be required to, no later than 90 days following:

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(i) such mortgage loan seller’s discovery of the Material Defect or receipt of notice of the Material Defect from any party to the PSA (a “Breach Notice”), except in the case of the following clause (y); or

(ii) in the case of such Material Defect that would cause the Mortgage Loan not to be a “qualified mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the rule of Treasury regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated as a qualified mortgage, the earlier of

(x) discovery by the related mortgage loan seller or any party to the PSA of such Material Defect, or

(y) receipt of a Breach Notice by the mortgage loan seller,

(A) cure such Material Defect in all material respects, at its own expense,

(B) repurchase the affected Mortgage Loan or REO Loan at the Purchase Price, or

(C) substitute a Qualified Substitute Mortgage Loan (other than with respect to any Whole Loans, as applicable, for which no substitution will be permitted) for such affected Mortgage Loan, and pay a shortfall amount in connection with such substitution;

providedthat no such substitution may occur on or after the second anniversary of the Closing Date;provided, however, that the applicable mortgage loan seller will generally have an additional 90-day period to cure such Material Defect (or, failing such cure, to repurchase the affected Mortgage Loan or REO Loan or, if applicable, substitute a Qualified Substitute Mortgage Loan (other than with respect to any related Whole Loan, for which no substitution will be permitted), if it is diligently proceeding toward that cure, and has delivered to the applicable master servicer, the applicable special servicer, the certificate administrator (who will promptly deliver a copy of such officer’s certificate to the 17g-5 Information Provider), the trustee, the operating advisor and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder, an officer’s certificate that describes the reasons that a cure was not effected within the initial 90-day period;providedthat if any such Material Defect is not cured after the initial cure period and any such extended cure period solely due to the failure of the mortgage loan seller to have received the recorded document, then the mortgage loan seller will be entitled to continue to defer its cure, repurchase and/or substitution obligations in respect of such Material Defect until eighteen (18) months after the closing date so long as the mortgage loan seller certifies to the trustee, the applicable master servicer, the applicable special servicer and the certificate administrator no less than every ninety (90) days thereafter that the Material Defect is still in effect solely because of its failure to have received the recorded document and that the mortgage loan seller is diligently pursuing the cure of such Material Defect (specifying the actions being taken). Notwithstanding the foregoing, there will be no such 90-day extension if such Material Defect would cause the related Mortgage Loan not to be a “qualified mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the rule of Treasury regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage.

A delay in either the discovery of a Material Defect or in providing notice of such Material Defect will relieve the applicable mortgage loan seller of its obligation to cure, repurchase or substitute for the related Mortgage Loan if (i) the mortgage loan seller did not otherwise discover or have knowledge of such Material Defect, (ii) such delay is the result of the failure by a party to the PSA to promptly provide a notice of such Material Defect as required by the terms of the MLPA or the PSA after such party has actual knowledge of such

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defect or breach (knowledge will not be deemed to exist by reason of the custodian’s exception report or possession of the Mortgage File), (iii) such delay precludes the mortgage loan seller from curing such Material Defect and (iv) such Material Defect does not relate to the applicable mortgage loan not being a “qualified mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the rule of Treasury regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated as a qualified mortgage.

Notwithstanding the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a borrower), healthcare facility, nursing home, assisted living facility, self storage facility, theater or fitness center (operated by a borrower), then the failure to deliver copies of the UCC financing statements with respect to such Mortgage Loan will not be a Material Defect.

If there is a Material Defect with respect to one or more Mortgaged Properties with respect to a Mortgage Loan, the applicable mortgage loan seller will not be obligated to repurchase the Mortgage Loan if (i) the affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan documents and the applicable mortgage loan seller provides an opinion of counsel to the effect that such release in lieu of repurchase would not (A) cause any Trust REMIC to fail to qualify as a REMIC or (B) result in the imposition of a tax upon any Trust REMIC or the issuing entity and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.

If a cross-collateralized Mortgage Loan is required to be repurchased or substituted for and the applicable Material Defect does not constitute a Material Defect as to any other cross-collateralized Mortgage Loan in the related group of cross-collateralized Mortgage Loans (without regard to this paragraph), then the applicable Material Defect will be deemed to constitute a Material Defect as to any other cross-collateralized Mortgage Loan in the related cross-collateralized group for purposes of this paragraph, and the related mortgage loan seller will be required to repurchase or substitute for the other cross-collateralized Mortgage Loan(s) in the related cross-collateralized group unless such other cross-collateralized Mortgage Loans satisfy the Cross-Collateralized Mortgage Loan Repurchase Criteria defined below. In the event that the remaining cross-collateralized Mortgage Loans in such cross-collateralized group satisfy the Cross-Collateralized Mortgage Loan Repurchase Criteria, the applicable mortgage loan seller may elect either to repurchase or substitute for only the affected cross-collateralized Mortgage Loan(s) as to which the related Material Defect exists or to repurchase or substitute for all of the cross-collateralized Mortgage Loans in the related cross-collateralized group. Any reserve or other cash collateral or letters of credit securing the cross-collateralized Mortgage Loans will be allocated among the related cross-collateralized Mortgage Loans in accordance with the related Mortgage Loan documents or otherwise on apro rata basis based upon their outstanding Stated Principal Balances. Except as provided in this paragraph and the following paragraph, all other terms of the related Mortgage Loans will remain in full force and effect without any modification thereof.

Notwithstanding the immediately preceding paragraph, if the related Mortgage provides for the partial release of one or more of the cross-collateralized Mortgage Loans, the depositor may cause the related mortgage loan seller to repurchase only that cross-collateralized Mortgage Loan required to be repurchased, pursuant to the partial release provisions of the related Mortgage;provided,however, that (i) the remaining related cross-collateralized Mortgage Loan(s) fully comply with the terms and conditions of the related Mortgage, the PSA and the related MLPA, including the Cross-Collateralized Mortgage Loan Repurchase Criteria, (ii) in connection with such partial release, the related mortgage loan

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seller obtains an opinion of counsel (at such mortgage loan seller’s expense) to the effect that the contemplated action will not (A) cause any Trust REMIC to fail to qualify as a REMIC or (B) result in the imposition of a tax upon any Trust REMIC or the issuing entity and (iii) in connection with such partial release, the related mortgage loan seller delivers or causes to be delivered to the custodian original modifications to the Mortgage prepared and executed in connection with such partial release.

With respect to any cross-collateralized Mortgage Loan, to the extent that the applicable mortgage loan seller is required to repurchase or substitute for such cross-collateralized Mortgage Loan in the manner prescribed in the two preceding paragraphs while the trustee continues to hold any other cross-collateralized Mortgage Loans in the related cross-collateralized group, the applicable mortgage loan seller and the Enforcing Servicer, on behalf of the trustee, as assignee of the depositor, will, as set forth in the related MLPA, forbear from enforcing any remedies against the other’s Primary Collateral but each will be permitted to exercise remedies against the Primary Collateral securing its respective related Mortgage Loans, including with respect to the trustee, the Primary Collateral securing the Mortgage Loans still held by the trustee, so long as such exercise does not materially impair the ability of the other party to exercise its remedies against its Primary Collateral. If the exercise of the remedies by one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the cross-collateralized Mortgage Loans held by such party, then both parties have agreed in the related MLPA to forbear from exercising such remedies until the Mortgage Loan documents evidencing and securing the relevant Mortgage Loan can be modified in a manner that complies with the related MLPA to remove the threat of material impairment as a result of the exercise of remedies.

“Cross-Collateralized Mortgage Loan Repurchase Criteria” means, with respect to any group of cross-collateralized Mortgage Loans as to which one or more (but not all) of the cross-collateralized Mortgage Loans therein are affected by a Material Defect (the cross-collateralized Mortgage Loan(s) in such cross-collateralized group affected by such Material Defect, for purposes of this definition, the “affected cross-collateralized Mortgage Loans” and the other cross-collateralized Mortgage Loan(s) in such cross-collateralized group, for purposes of this definition, the “remaining cross-collateralized Mortgage Loans”) (i) the debt service coverage ratio for all the remaining cross-collateralized Mortgage Loans for the four (4) most recently reported calendar quarters preceding the repurchase or substitution shall not be less than the least of (a) 0.10x below the debt service coverage ratio for the cross-collateralized group (including the affected cross-collateralized Mortgage Loan(s)) set forth in Annex A-1, (b) the debt service coverage ratio for the cross-collateralized group (including the affected cross-collateralized Mortgage Loan(s)) for the four (4) preceding calendar quarters preceding the repurchase or replacement and (c) 1.25x, (ii) the loan-to-value ratio for all the remaining cross-collateralized Mortgage Loans determined at the time of repurchase or substitution based upon an appraisal obtained by the applicable special servicer at the expense of the related mortgage loan seller shall not be greater than the greatest of (a) the loan-to-value ratio, expressed as a whole number percentage (taken to one (1) decimal place), for the entire cross-collateralized group, (including the affected cross-collateralized Mortgage Loan(s)) set forth in Annex A-1 plus 10%, (b) the loan-to-value ratio, expressed as a whole number percentage (taken to one (1) decimal place), for the entire such cross-collateralized group, including the affected cross-collateralized Mortgage Loan(s) at the time of repurchase or substitution, and (c) 75%, (iii) the related mortgage loan seller, at its expense, shall have furnished the trustee and the certificate administrator with an opinion of counsel that any modification relating to the repurchase or substitution of a cross-collateralized Mortgage Loan shall not cause (A) cause any Trust REMIC to fail to qualify as a REMIC or (B) result in the imposition of a tax upon any Trust

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REMIC or the issuing entity, (iv) the related mortgage loan seller causes the affected cross-collateralized Mortgage Loan to become not cross-collateralized and cross-defaulted with the remaining related cross-collateralized Mortgage Loans prior to such repurchase or substitution or otherwise forbears from exercising enforcement rights against the Primary Collateral for any cross-collateralized Mortgage Loan(s) remaining in the Trust (while the Trust forbears from exercising enforcement rights against the Primary Collateral for the Mortgage Loan removed from the Trust) and (v) (other than with respect to any Mortgage Loan that is an Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class) unless a Control Termination Event has occurred and is continuing, the Directing Certificateholder shall have consented to the repurchase or substitution of the affected cross-collateralized Mortgage Loan, which consent shall not be unreasonably withheld, conditioned or delayed.

With respect to any cross-collateralized Mortgage Loan, “Primary Collateral” means that portion of the related Mortgaged Property designated as directly securing such cross-collateralized Mortgage Loan and excluding any Mortgaged Property as to which the related lien may only be foreclosed upon by exercise of the cross-collateralization provisions of such cross-collateralized Mortgage Loan.

Notwithstanding the foregoing, in lieu of a mortgage loan seller repurchasing, substituting or curing such Material Defect, to the extent that the mortgage loan seller and the Enforcing Servicer (for so long as no Control Termination Event has occurred and is continuing and in respect of any Mortgage Loan that is not an Excluded Loan with respect to such Directing Certificateholder or the holder of the majority of the Controlling Class, with the consent of the Directing Certificateholder) are able to agree upon a cash payment payable by the mortgage loan seller to the issuing entity that would be deemed sufficient to compensate the issuing entity for such Material Defect (a “Loss of Value Payment”), the mortgage loan seller may elect, in its sole discretion, to pay such Loss of Value Payment. Upon its making such payment, the mortgage loan seller will be deemed to have cured such Material Defect in all respects. A Loss of Value Payment may not be made with respect to any such Material Defect that would cause the applicable Mortgage Loan not to be a “qualified mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the rule of Treasury regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage.

With respect to any Mortgage Loan, the “Purchase Price” equals the sum of (1) the outstanding principal balance of such Mortgage Loan (or successor REO Loan), as of the date of purchase, (2) all accrued and unpaid interest on the Mortgage Loan (or successor REO Loan) at the related Mortgage Rate in effect from time to time (excluding any portion of such interest that represents default interest or Excess Interest on an ARD Loan), to, but not including, the due date immediately preceding or coinciding with the Determination Date for the Collection Period of purchase, (3) all related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement Rate, Special Servicing Fees (whether paid or unpaid) and any other additional trust fund expenses (except for Liquidation Fees) in respect of such Mortgage Loan (or successor REO Loan), (4) solely in the case of a repurchase or substitution by a mortgage loan seller, all reasonable out-of-pocket expenses reasonably incurred or to be incurred by the applicable master servicer, the applicable special servicer, the depositor, the certificate administrator or the trustee in respect of the omission, breach or defect giving rise to the repurchase or substitution obligation, including any expenses arising out of the enforcement of the repurchase or substitution obligation, including, without limitation, legal fees and expenses and any additional trust fund expenses relating to such Mortgage Loan or successor REO Loan;provided,however, that such out-of-pocket expenses will not include expenses

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incurred by investors in instituting an Asset Review Vote Election, in taking part in an Affirmative Asset Review Vote or in utilizing the dispute resolution provisions described below under “—Dispute Resolution Provisions”, (5) Liquidation Fees, if any, payable with respect to the affected Mortgage Loan or successor REO Loan (which will not include any Liquidation Fees if such affected Mortgage Loan is repurchased or a Loss of Value Payment is received during the initial 90-day period or, if applicable, prior to the expiration of the additional 90-day period immediately following the initial 90-day period) and (6) solely in the case of a repurchase or substitution by the related mortgage loan seller, any Asset Representations Reviewer Asset Review Fee for such Mortgage Loan, to the extent not previously paid by the related mortgage loan seller.

A “Qualified Substitute Mortgage Loan” is a substitute mortgage loan (other than with respect to any Whole Loan, for which no substitution will be permitted) replacing a Mortgage Loan with respect to which a material breach or document defect exists that must, on the date of substitution:

(a)  have an outstanding principal balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the due date in the calendar month during which the substitution occurs;

(b)  have a fixed Mortgage Rate not less than the Mortgage Rate of the removed Mortgage Loan (determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan);

(c)  have the same due date and a grace period no longer than that of the removed Mortgage Loan;

(d)  accrue interest on the same basis as the removed Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve 30-day months);

(e)  have a remaining term to stated maturity not greater than, and not more than five years less than, the remaining term to stated maturity of the removed Mortgage Loan;

(f)  have a then-current loan-to-value ratio equal to or less than the lesser of (i) the loan-to-value ratio for the removed Mortgage Loan as of the Closing Date and (ii) 75%, in each case using a “value” for the Mortgaged Property as determined using an appraisal conducted by a member of the Appraisal Institute (“MAI”) prepared in accordance with the requirements of the FIRREA;

(g)  comply as of the date of substitution in all material respects with all of the representations and warranties set forth in the related MLPA;

(h)  have an environmental report that indicates no material adverse environmental conditions with respect to the related Mortgaged Property and that will be delivered as a part of the related Mortgage File;

(i)   have a then-current debt service coverage ratio at least equal to (A) with respect to any Mortgage Loan other than a Mortgage Loan secured by a residential cooperative property, the greater of (i) the original debt service coverage ratio of the removed Mortgage Loan as of the Closing Date and (ii) 1.25x, or (B) in the case of a Mortgage Loan secured by a residential cooperative property, the original debt service coverage ratio of the removed Mortgage Loan as of the Closing Date;

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(j)   constitute a “qualified replacement mortgage” within the meaning of Code Section 860G(a)(4) as evidenced by an opinion of counsel (provided at the related mortgage loan seller’s expense);

(k)  not have a maturity date or an amortization period that extends to a date that is after the date five years prior to the Rated Final Distribution Date;

(l)   have comparable prepayment restrictions to those of the removed Mortgage Loan;

(m)            not be substituted for a removed Mortgage Loan unless the trustee and the certificate administrator have received a Rating Agency Confirmation from each of the Rating Agencies (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the related mortgage loan seller);

(n)  have been approved, so long as no Control Termination Event has occurred and is continuing and the affected Mortgage Loan is not an Excluded Loan with respect to either the Directing Certificateholder or the holder of the majority of the Controlling Class, by the Directing Certificateholder;

(o)  prohibit defeasance within two years of the Closing Date;

(p)  not be substituted for a removed Mortgage Loan if it would result in the termination of the REMIC status of any Trust REMIC or the imposition of tax on the Trust or any Trust REMIC other than a tax on income expressly permitted or contemplated to be imposed by the terms of the PSA, as determined by an opinion of counsel at the cost of the related mortgage loan seller;

(q)  have an engineering report that indicates no material adverse property condition or deferred maintenance with respect to the related Mortgaged Property that will be delivered as a part of the related servicing file; and

(r)  be current in the payment of all scheduled payments of principal and interest then due.

In the event that more than one Mortgage Loan is substituted for a removed Mortgage Loan or Mortgage Loans, then (x) the amounts described in clause (a) are required to be determined on the basis of aggregate principal balances and (y) each such proposed Qualified Substitute Mortgage Loan must individually satisfy each of the requirements specified in clauses (b) through (r) of the preceding sentence, except (z) the rates described in clause (b) above and the remaining term to stated maturity referred to in clause (e) above are required to be determined on a weighted average basis,provided that no individual Mortgage Rate (net of the Servicing Fee Rate, the Certificate Administrator/Trustee Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC^® Intellectual Property Royalty License Fee Rate) may be lower than the highest fixed Pass-Through Rate (not based on or subject to a cap equal to or based on the WAC Rate) of any class of Principal Balance Certificates having a principal balance then-outstanding. When a Qualified Substitute Mortgage Loan is substituted for a removed Mortgage Loan, the applicable mortgage loan seller will be required to certify that the Mortgage Loan meets all of the requirements of the above definition and send the certification to the trustee the certificate administrator and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder.

The foregoing repurchase or substitution obligation or the obligation to pay the Loss of Value Payment will constitute the sole remedy available to the Certificateholders and the

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trustee under the PSA for any uncured breach of any mortgage loan seller’s representations and warranties regarding the Mortgage Loans or any uncured document defect;providedthat if any breach pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document requires the related borrower to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan document(s), then the applicable mortgage loan seller may cure such breach within the applicable cure period (as the same may be extended) by reimbursing the issuing entity (by wire transfer of immediately available funds) for (i) the reasonable amount of any such costs and expenses incurred by parties to the PSA or the issuing entity that are incurred as a result of such breach and have not been reimbursed by the related borrower and (ii) the amount of any fees of the asset representations reviewer attributable to the Asset Review of such Mortgage Loan. The applicable mortgage loan seller will remit the amount of these costs and expenses and upon its making such remittance, the applicable mortgage loan seller (or other applicable party) will be deemed to have cured the breach in all respects. The applicable mortgage loan seller will be the sole warranting party in respect of the Mortgage Loans (or portion thereof) sold by that mortgage loan seller to the depositor, and none of its affiliates and no other person will be obligated to repurchase or replace any affected Mortgage Loan or make a Loss of Value Payment in connection with a breach of any representation and warranty or in connection with a document defect if the applicable mortgage loan seller defaults on its obligation to do so.

Dispute Resolution Provisions

The mortgage loan seller will be subject to the dispute resolution provisions described under “Pooling and Servicing Agreement—Dispute Resolution Provisions” to the extent those provisions are triggered with respect to any mortgage loan sold to the depositor by the mortgage loan seller and will be obligated under the related MLPA to comply with all applicable provisions and to take part in any mediation or arbitration proceedings that may result.

Asset Review Obligations

The mortgage loan seller will be obligated to perform its obligations described under “Pooling and Servicing Agreement—The Asset Representations Reviewer—Asset Review” relating to any Asset Reviews performed by the asset representations reviewer, and the mortgage loan seller will have the rights described under that heading.

Pooling and Servicing Agreement

General

The servicing and administration of the Mortgage Loans serviced under the PSA (the “Serviced Mortgage Loans”), any related Serviced Companion Loan and any related REO Properties (including any interest of the holder of any Companion Loan in the REO Property acquired with respect to any Serviced Whole Loan) will be governed by the PSA and any related Intercreditor Agreement.

Each Non-Serviced Mortgage Loan, the related Non-Serviced Companion Loans and any related REO Properties (including the issuing entity’s interest in REO Property acquired with respect to a Non-Serviced Whole Loan) will be serviced by the related Non-Serviced Master Servicer and the related Non-Serviced Special Servicer under the related Non-Serviced PSA in accordance with such Non-Serviced PSA and the related Intercreditor Agreement. Unless otherwise specifically stated and except where the context otherwise indicates (such as with

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respect to P&I Advances), discussions in this section or in any other section of this prospectus regarding the servicing and administration of the Mortgage Loans should be deemed to include the servicing and administration of the related Serviced Companion Loans but not to include any Non-Serviced Mortgage Loan, any Non-Serviced Companion Loan and any related REO Property.

The following summaries describe certain provisions of the PSA relating to the servicing and administration of the Mortgage Loans (excluding each Non-Serviced Mortgage Loan), any related Companion Loan and any related REO Properties. In the case of any Serviced Whole Loan, certain provisions of the related Intercreditor Agreement are described under “Description of the Mortgage Pool—The Whole Loans—The Serviced Whole Loans”.

Certain provisions of each Non-Serviced PSA relating to the servicing and administration of the related Non-Serviced Mortgage Loan, the related Non-Serviced Companion Loans, the related REO Properties and the related Intercreditor Agreement are summarized under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “—Servicing of the Non-Serviced Mortgage Loans” below.

As to particular servicing matters, the discussion under this heading “Pooling and Servicing Agreement” is applicable to the Servicing Shift Whole Loans only while the PSA governs the servicing of any Servicing Shift Whole Loan. As described in “Risk Factors—Risks Related to Conflicts of Interest—The Servicing of Servicing Shift Whole Loans Will Shift to Others”, on and after the applicable Servicing Shift Securitization Date, the Servicing Shift Whole Loan will be serviced pursuant to the related Servicing Shift PSA, and the provisions of such Servicing Shift PSA may be different than the terms of the PSA, although such Servicing Shift Whole Loan will still need to be serviced in compliance with the requirements of the related Intercreditor Agreement, as described in “Description of the Mortgage Pool—The Whole Loans”.

Assignment of the Mortgage Loans

The depositor will purchase the Mortgage Loans to be included in the issuing entity on or before the Closing Date from each of the mortgage loan sellers pursuant to separate MLPAs. See “Transaction Parties—The Sponsors and Mortgage Loan Sellers” and “Description of the Mortgage Loan Purchase Agreements”.

On the Closing Date, the depositor will sell, transfer or otherwise convey, assign or cause the assignment of the Mortgage Loans, without recourse, together with the depositor’s rights and remedies against the mortgage loan sellers under the MLPAs, to the trustee for the benefit of the holders of the certificates. On or prior to the Closing Date, the depositor will require each mortgage loan seller to deliver to the certificate administrator, in its capacity as custodian, the Mortgage Notes and certain other documents and instruments with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan. The custodian will hold such documents in the name of the issuing entity for the benefit of the holders of the certificates. The custodian is obligated to review certain documents for each Mortgage Loan within 60 days of the Closing Date and report any missing documents or certain types of document defects to the parties to the PSA, the Directing Certificateholder (for so long as no Consultation Termination Event has occurred and is continuing and other than in respect of an Excluded Loan with respect to either the Directing Certificateholder or the holder of the majority of the Controlling Class) and the related mortgage loan seller.

Pursuant to the PSA, the depositor will assign to the trustee for the benefit of Certificateholders the representations and warranties made by the mortgage loan sellers to

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the depositor in the MLPAs and any rights and remedies that the depositor has against the mortgage loan sellers under the MLPAs with respect to any Material Defect. See “—Enforcement of Mortgage Loan Seller’s Obligations Under the MLPA” below and “Description of the Mortgage Loan Purchase Agreements”.

Servicing Standard

Each master servicer and each special servicer will be required to diligently service and administer the Mortgage Loans (excluding each Non-Serviced Mortgage Loan), any related Serviced Companion Loan and the related REO Properties (other than any REO Property related to a Non-Serviced Mortgage Loan) for which it is responsible in accordance with applicable law, the terms of the PSA, the Mortgage Loan documents, and the related Intercreditor Agreements and, to the extent consistent with the foregoing, in accordance with the higher of the following standards of care: (1) the same manner in which, and with the same care, skill, prudence and diligence with which such master servicer or special servicer, as the case may be, services and administers similar mortgage loans for other third-party portfolios, and (2) the same care, skill, prudence and diligence with which such master servicer or special servicer, as the case may be, services and administers similar mortgage loans owned by such master servicer or special servicer, as the case may be, with a view to: (A) the timely recovery of all payments of principal and interest under the Mortgage Loans or any Serviced Whole Loan or (B) in the case of a Specially Serviced Loan or an REO Property, the maximization of recovery of principal and interest on a net present value basis on the Mortgage Loans and any related Serviced Companion Loan, and the best interests of the issuing entity and the Certificateholders (as a collective whole as if such Certificateholders constituted a single lender) (and, in the case of any Whole Loan, the best interests of the issuing entity, the Certificateholders and the holder of the related Companion Loan (as a collective whole as if such Certificateholders and the holder or holders of the related Companion Loan constituted a single lender), taking into account thepari passu or subordinate, as applicable, nature of the related Companion Loan), as determined by such master servicer or special servicer, as the case may be, in its reasonable judgment, in either case giving due consideration to the customary and usual standards of practice of prudent, institutional commercial, multifamily and manufactured housing community mortgage loan servicers, but without regard to any conflict of interest arising from:

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(A) any relationship that the applicable master servicer or special servicer, as the case may be, or any of their respective affiliates, may have with any of the underlying borrowers, the sponsors, the mortgage loan sellers, the originators, any party to the PSA or any affiliate of the foregoing;

(B) the ownership of any certificate (or any interest in any Companion Loan, mezzanine loan or subordinate debt relating to a Mortgage Loan) by the applicable master servicer or special servicer, as the case may be, or any of their respective affiliates;

(C) the obligation, if any, of the applicable master servicer to make advances;

(D) the right of the applicable master servicer or special servicer, as the case may be, or any of its affiliates to receive compensation or reimbursement of costs under the PSA generally or with respect to any particular transaction;

(E)  the ownership, servicing or management for others of (i) a Non-Serviced Mortgage Loan and a Non-Serviced Companion Loan or (ii) any other mortgage loans, subordinate debt, mezzanine loans or properties not covered by the PSA or held by the

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issuing entity by the applicable master servicer or special servicer, as the case may be, or any of its affiliates;

(F)  any debt that the applicable master servicer or special servicer, as the case may be, or any of its affiliates, has extended to any underlying borrower or an affiliate of any borrower (including, without limitation, any mezzanine financing);

(G) any option to purchase any Mortgage Loan or the related Companion Loan the applicable master servicer or special servicer, as the case may be, or any of its affiliates, may have; and

(H) any obligation of the applicable master servicer or special servicer, or any of their respective affiliates, to repurchase or substitute for a Mortgage Loan as a mortgage loan seller (if such master servicer or special servicer or any of their respective affiliates is a mortgage loan seller) (the foregoing, collectively referred to as the “Servicing Standard”).

All net present value calculations and determinations made under the PSA with respect to any Mortgage Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard” set forth above) will be made in accordance with the Mortgage Loan documents or, in the event the Mortgage Loan documents are silent, by using a discount rate (i) for principal and interest payments on the Mortgage Loan or Serviced Companion Loan or sale by the applicable special servicer of a Defaulted Loan, the highest of (1) the rate determined by the applicable master servicer or special servicer, as applicable, that approximates the market rate that would be obtainable by the related borrower on similar non-defaulted debt of such borrower as of such date of determination, (2) the Mortgage Rate and (3) the yield on 10-year U.S. treasuries as of such date of determination and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent appraisal (or updated appraisal) of the related Mortgaged Property.

In the case of each Non-Serviced Mortgage Loan, each master servicer and each special servicer will be required to act in accordance with the Servicing Standard with respect to any action required to be taken regarding such Non-Serviced Mortgage Loan pursuant to their respective obligations under the PSA.

Subservicing

Each master servicer and each special servicer may delegate and/or assign some or all of its respective servicing obligations and duties with respect to some or all of the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any Serviced Companion Loan for which it is responsible to one or more third-party sub-servicers,provided that each master servicer and each special servicer, as applicable, will remain obligated under the PSA. A sub-servicer may be an affiliate of the depositor, either master servicer or either special servicer. Notwithstanding the foregoing, neither special servicer may enter into any sub-servicing agreement that provides for the performance by third parties of any or all of its obligations under the PSA without, prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Mortgage Loan that is an Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, the consent of the Directing Certificateholder, except to the extent necessary for the applicable special servicer to comply with applicable regulatory requirements.

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Each sub-servicing agreement between a master servicer or special servicer and a sub-servicer (a “Sub-Servicing Agreement”) will generally be required to provide that (i) if for any reason such master servicer or special servicer, as applicable, is no longer acting in that capacity (including, without limitation, by reason of a Servicer Termination Event), the trustee or any successor master servicer or special servicer, as applicable, may, except with respect to certain initial Sub-Servicing Agreements, assume or terminate such party’s rights and obligations under such Sub-Servicing Agreement and (ii) the sub-servicer will be in default under such Sub-Servicing Agreement and such Sub-Servicing Agreement will be terminated (following the expiration of any applicable grace period) if the sub-servicer fails (A) to deliver by the due date any Exchange Act reporting items required to be delivered to the applicable master servicer, the certificate administrator or the depositor pursuant to the PSA or such Sub-Servicing Agreement or to the master servicer under any other pooling and servicing agreement that the depositor is a party to, or (B) to perform in any material respect any of its covenants or obligations contained in such Sub-Servicing Agreement regarding creating, obtaining or delivering any Exchange Act reporting items required in order for any party to the PSA to perform its obligations under the PSA or under the Exchange Act reporting requirements of any other pooling and servicing agreement to which the depositor is a party. Each master servicer or special servicer, as applicable, will be required to monitor the performance of sub-servicers retained by it and will have the right to remove a sub-servicer retained by it pursuant to the terms of the related Sub-Servicing Agreement. However, no sub-servicer will be permitted under any Sub-Servicing Agreement to make material servicing decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan documents, without the consent of the applicable master servicer or special servicer, as applicable.

Generally, each master servicer will be solely liable for all fees owed by it to any sub-servicer retained by such master servicer, without regard to whether such master servicer’s compensation pursuant to the PSA is sufficient to pay those fees. Each sub-servicer will be required to be reimbursed by the applicable master servicer for certain expenditures which such sub-servicer makes, only to the same extent such master servicer is reimbursed under the PSA.

Advances

P&I Advances

On the business day immediately preceding each Distribution Date (the “P&I Advance Date”), except as otherwise described below, each master servicer will be obligated, unless determined to be nonrecoverable as described below, to make advances (each, a “P&I Advance”) out of its own funds or, subject to the replacement of those funds as provided in the PSA, certain funds held in its Collection Account that are not required to be part of the Aggregate Available Funds for that Distribution Date, in an amount equal to (but subject to reduction as described below) the aggregate of:

(1)        all Periodic Payments (other than balloon payments) (net of any applicable Servicing Fees) that were due on the Mortgage Loans (including any Non-Serviced Mortgage Loan) and any REO Loan (other than any portion of an REO Loan related to a Companion Loan) for which it acts as master servicer during the related Collection Period and not received as of the business day preceding the P&I Advance Date; and

(2)        in the case of each Mortgage Loan for which it acts as master servicer that is delinquent in respect of its balloon payment as of the P&I Advance Date (including any REO Loan (other than any portion of an REO Loan related to a Companion Loan) as to which the

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balloon payment would have been past due), an amount equal to its Assumed Scheduled Payment.

Each master servicer’s obligations to make P&I Advances in respect of any Mortgage Loan (including any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan) will continue, except if a determination as to non-recoverability is made, through and up to liquidation of the Mortgage Loan or disposition of the REO Property, as the case may be. To the extent that either master servicer fails to make a P&I Advance that it is required to make under the PSA, the trustee will be required to make the required P&I Advance in accordance with the terms of the PSA.

If an Appraisal Reduction Amount has been determined with respect to any Mortgage Loan (or, in the case of a Non-Serviced Mortgage Loan, an appraisal reduction has been made in accordance with the related Non-Serviced PSA and the master servicer has notice of such appraisal reduction amount) and such Mortgage Loan experiences subsequent delinquencies, then the interest portion of any P&I Advance in respect of that Mortgage Loan for the related Distribution Date will be reduced (there will be no reduction in the principal portion, if any, of such P&I Advance) to equal the product of (x) the amount of the interest portion of the P&I Advance for that Mortgage Loan for the related Distribution Date without regard to this sentence, and (y) a fraction, expressed as a percentage, the numerator of which is equal to the Stated Principal Balance of that Mortgage Loan immediately prior to the related Distribution Date, net of the related Appraisal Reduction Amount (or, in the case of any Whole Loan, the portion of such Appraisal Reduction Amount allocated to the related Mortgage Loan), if any, and the denominator of which is equal to the Stated Principal Balance of that Mortgage Loan immediately prior to the related Distribution Date.

None of the master servicers or the trustee will be required to make a P&I Advance for a balloon payment, default interest, late payment charges, Yield Maintenance Charges, Prepayment Premiums or Excess Interest or with respect to any Companion Loan or any cure payment payable by a holder of a Serviced Subordinate Companion Loan.

Servicing Advances

In addition to P&I Advances, except as otherwise described under “—Recovery of Advances” below and except in certain limited circumstances described below, each master servicer will also be obligated (subject to the limitations described in this prospectus), to make advances (“Servicing Advances” and, collectively with P&I Advances, “Advances”) in connection with the servicing and administration of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) for which it acts as master servicer and any related Serviced Companion Loan, as applicable, in respect of which a default, delinquency or other unanticipated event has occurred or is reasonably foreseeable, or, in connection with the servicing and administration of any Mortgaged Property securing such Mortgage Loan (other than a Non-Serviced Mortgage Loan) or REO Property (other than REO Property related to a Non-Serviced Mortgage Loan), in order to pay delinquent real estate taxes, assessments and hazard insurance premiums and to cover other similar costs and expenses necessary to preserve the priority of or enforce the related Mortgage Loan documents or to protect, lease, manage and maintain the related Mortgaged Property. To the extent that either master servicer fails to make a Servicing Advance that it is required to make under the PSA and the trustee has received notice or otherwise has actual knowledge of this failure, the trustee will be required to make the required Servicing Advance in accordance with the terms of the PSA.

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However, none of the master servicers, the special servicers or the trustee will make any Servicing Advance in connection with the exercise of any cure rights or purchase rights granted to the holder of a Serviced Companion Loan under the related Intercreditor Agreement or the PSA.

The special servicers will have no obligation to make any Servicing Advances. However, in an urgent or emergency situation requiring the making of a Servicing Advance, the applicable special servicer may make such Servicing Advance, and the applicable master servicer will be required to reimburse such special servicer for such Advance (with interest on that Advance) within a specified number of days as set forth in the PSA, unless such Advance is determined to be nonrecoverable by the applicable master servicer in its reasonable judgment (in which case it will be reimbursed out of the applicable Collection Account). Once the applicable special servicer is reimbursed, the applicable master servicer will be deemed to have made such special servicer’s Servicing Advance as of the date made by that special servicer, and will be entitled to reimbursement with interest on that Advance in accordance with the terms of the PSA.

No Servicing Advances will be made with respect to any Serviced Whole Loan if the related Mortgage Loan is no longer held by the issuing entity or if such Serviced Whole Loan is no longer serviced under the PSA and no Servicing Advances will be made for any Non-Serviced Whole Loans under the PSA. Any requirement of either master servicer or the trustee to make an Advance in the PSA is intended solely to provide liquidity for the benefit of the Certificateholders and not as credit support or otherwise to impose on any such person the risk of loss with respect to one or more Mortgage Loans or the related Companion Loan.

The applicable master servicer will also be obligated to make Servicing Advances with respect to any Serviced Whole Loan. With respect to a Non-Serviced Whole Loan, the applicable servicer under the related Non-Serviced PSA will be obligated to make property protection advances with respect to such Non-Serviced Whole Loan. See “—Servicing of the Non-Serviced Mortgage Loans” and “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans”.

Nonrecoverable Advances

Notwithstanding the foregoing, none of the master servicers, the special servicers or the trustee will be obligated to make any Advance that the applicable master servicer or the applicable special servicer, in accordance with the Servicing Standard, or the trustee, in its good faith business judgment, determines would, if made, not be recoverable (including recovery of interest on the Advance) out of Related Proceeds (a “Nonrecoverable Advance”). In addition, each special servicer may, at its option make a determination in accordance with the Servicing Standard that any P&I Advance or Servicing Advance, if made, would be a Nonrecoverable Advance, and if it makes such a determination, must deliver to the applicable master servicer (and, with respect to a Serviced Pari Passu Mortgage Loan, to the applicable master servicer or special servicer under the pooling and servicing agreement governing any securitization trust into which any related Serviced Pari Passu Companion Loan is deposited, and, with respect to each Non-Serviced Mortgage Loan, the related Non-Serviced Master Servicer and Non-Serviced Special Servicer), the certificate administrator, the trustee, the operating advisor and the 17g-5 Information Provider notice of such determination, which determination will be conclusive and binding on the applicable master servicer and the trustee. Each special servicer will have no such obligation to make an affirmative determination that any P&I Advance or Servicing Advance is, or would be, recoverable, and in the absence of a determination by such special servicer that such an Advance is non-recoverable, each such decision will remain with the applicable master

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servicer or the trustee, as applicable. If either special servicer makes a determination that only a portion, and not all, of any previously made or proposed P&I Advance or Servicing Advance is non-recoverable, the applicable master servicer and the trustee will have the right to make its own subsequent determination that any remaining portion of any such previously made or proposed P&I Advance or Servicing Advance is non-recoverable.

In making such non-recoverability determination, each person will be entitled to consider (among other things): (a) (i) the obligations of the borrower under the terms of the related Mortgage Loan or Companion Loan, as applicable, as it may have been modified, and (ii) the related Mortgaged Properties in their “as-is” or then-current conditions and occupancies, as modified by such party’s assumptions regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, (b) estimated future expenses, (c) estimated timing of recoveries, and (d) the existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being deferred or delayed by the applicable master servicer or the trustee because there is insufficient principal available for such recovery, in light of the fact that Related Proceeds are a source of recovery not only for the Advance under consideration but also a potential source of recovery for such delayed or deferred Advance. In addition, any such person may update or change its recoverability determinations (but not reverse any other person’s determination that an Advance is non-recoverable) at any time and may obtain at the expense of the issuing entity any reasonably required analysis, appraisals or market value estimates or other information for such purposes. Absent bad faith, any non-recoverability determination described in this paragraph will be conclusive and binding on the Certificateholders. Each master servicer and the trustee will be entitled to rely conclusively on and will be bound by any non-recoverability determination of the applicable special servicer. Nonrecoverable Advances will represent a portion of the losses to be borne by the Certificateholders.

With respect to a Non-Serviced Whole Loan, if any servicer under the related Non-Serviced PSA determines that a principal and interest advance with respect to the related Non-Serviced Companion Loan, if made, would be non-recoverable, such determination will not be binding on the applicable master servicer and the trustee as it relates to any proposed P&I Advance with respect to such Non-Serviced Mortgage Loan. Similarly, with respect to a Non-Serviced Mortgage Loan, if the applicable master servicer or the applicable special servicer determines that any P&I Advance with respect to such Non-Serviced Mortgage Loan, if made, would be non-recoverable, such determination will not be binding on the related Non-Serviced Master Servicer and Non-Serviced Trustee as such determination relates to any proposed P&I Advance with respect to the related Non-Serviced Companion Loan (unless the related Non-Serviced PSA provides otherwise).

Recovery of Advances

Each master servicer, each special servicer and the trustee, as applicable, will be entitled to recover (a) any Servicing Advance made out of its own funds from any amounts collected in respect of a Mortgage Loan (or, consistent with the related Intercreditor Agreement, a Serviced Whole Loan) as to which such Servicing Advance was made, and (b) any P&I Advance made out of its own funds from any amounts collected in respect of the Mortgage Loan as to which such P&I Advance was made, whether in the form of late payments, insurance and condemnation proceeds, liquidation proceeds or otherwise from the related Mortgage Loan or Mortgaged Property (“Related Proceeds”). Each master servicer, each special servicer and the trustee will be entitled to recover any Advance by it that it subsequently determines to be a Nonrecoverable Advance out of general collections on or relating to the Mortgage Loans on deposit in the Collection Accounts (first from principal collections andthen from any other collections). Amounts payable in respect of

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any Serviced Pari Passu Companion Loan pursuant to the related Intercreditor Agreement will not be available for distributions on the certificates or for the reimbursement of Nonrecoverable Advances of principal or interest with respect to the related Mortgage Loan, but will be available, in accordance with the PSA and related Intercreditor Agreement, for the reimbursement of any Servicing Advances with respect to the related Serviced Whole Loan. If a Servicing Advance by the applicable master servicer or the applicable special servicer (or trustee, as applicable) on a Serviced Whole Loan becomes a Nonrecoverable Advance and the applicable master servicer, the applicable special servicer or the trustee, as applicable, is unable to recover such amounts from related proceeds or the related Companion Loans, as applicable, the applicable master servicer, the applicable special servicer or the trustee (as applicable) will be permitted to recover such Nonrecoverable Advance (including interest thereon) out of general collections on or relating to the Mortgage Loans on deposit in the Collection Accounts.

If the funds in the Collection Accounts relating to the Mortgage Loans allocable to principal on the Mortgage Loans are insufficient to fully reimburse the party entitled to reimbursement, then such party as an accommodation may elect, on a monthly basis, at its sole option and discretion to defer reimbursement of the portion that exceeds such amount allocable to principal (in which case interest will continue to accrue on the unreimbursed portion of the advance) for a time as required to reimburse the excess portion from principal for a consecutive period up to 12 months (provided that, other than in the case of an Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, any such deferral exceeding 6 months will require, prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder) and any election to so defer will be deemed to be in accordance with the Servicing Standard;provided that no such deferral may occur at any time to the extent that amounts otherwise distributable as principal are available for such reimbursement.

In connection with a potential election by either master servicer or the trustee to refrain from the reimbursement of all or a portion of a particular Nonrecoverable Advance during the Collection Period for any Distribution Date, such master servicer or the trustee will be authorized to wait for principal collections on the Mortgage Loans to be received until the end of such Collection Period before making its determination of whether to refrain from the reimbursement of all or a portion of a particular Nonrecoverable Advance;provided,however, that if, at any time a master servicer or the trustee, as applicable, elects, in its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during a Collection Period will exceed the full amount of the principal portion of general collections on or relating to the Mortgage Loans deposited in the Collection Accounts for such Distribution Date, then such master servicer or the trustee, as applicable, will be required to use its reasonable efforts to give the 17g-5 Information Provider 15 days’ notice of such determination for posting on the 17g-5 Information Provider’s website, unless extraordinary circumstances make such notice impractical, which means (1) that party determines in its sole discretion that waiting 15 days after such a notice could jeopardize its ability to recover such Nonrecoverable Advance, (2) changed circumstances or new or different information becomes known to that party that could affect or cause a determination or whether any Advance is a Nonrecoverable Advance or whether to deter reimbursement of a Nonrecoverable Advance or the determination in clause (1) above, or (3) in the case of a master servicer, it has not timely received from the trustee information required by such master servicer to consider in determining whether to defer reimbursement of a Nonrecoverable Advance. If any of the circumstances described in clause (1), clause (2) or clause (3) above apply, the applicable master servicer or trustee, as applicable, must give the 17g-5 Information Provider notice (in accordance with the procedures regarding Rule 17g-5 set forth in the PSA) of the

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anticipated reimbursement as soon as reasonably practicable. Notwithstanding the foregoing, failure to give such notice will in no way affect the applicable master servicer’s or the trustee’s election whether to refrain from obtaining such reimbursement or right to obtain reimbursement.

Each master servicer, each special servicer and the trustee will be entitled to recover any Advance that is outstanding at the time that a Mortgage Loan is modified but is not repaid in full by the borrower in connection with such modification but becomes an obligation of the borrower to pay such amounts in the future (such Advance, together with interest on that Advance, a “Workout-Delayed Reimbursement Amount”) out of principal collections on the Mortgage Loans in the Collection Accounts.

Any amount that constitutes all or a portion of any Workout-Delayed Reimbursement Amount may in the future be determined to constitute a Nonrecoverable Advance and thereafter will be recoverable as any other Nonrecoverable Advance.

In connection with its recovery of any Advance, each master servicer, each special servicer and the trustee will be entitled to be paid, out of any amounts relating to the Mortgage Loans then on deposit in the Collection Accounts, interest at the Prime Rate (the “Reimbursement Rate”) accrued on the amount of the Advance from the date made to, but not including, the date of reimbursement. Neither the applicable master servicer nor the trustee will be entitled to interest on P&I Advances if the related Periodic Payment is received on or before the related Due Date and any applicable grace period has expired or if the related Periodic Payment is received after the Determination Date but on or prior to the P&I Advance Date. The “Prime Rate” will be the prime rate, for any day, set forth inThe Wall Street Journal, New York City edition.

See “—Servicing of the Non-Serviced Mortgage Loans”for reimbursements of servicing advances made in respect of a Non-Serviced Whole Loan under the related Non-Serviced PSA.

Accounts

Each master servicer is required to establish and maintain, or cause to be established and maintained, one or more accounts and subaccounts (each, a “Collection Account”) in its own name on behalf of the trustee and for the benefit of the Certificateholders. Each master servicer is required to deposit in its Collection Account on a daily basis (and in no event later than the 2nd business day following receipt in available and properly identified funds) all payments and collections due after the Cut-off Date and other amounts received or advanced with respect to the Mortgage Loans for which it acts as master servicer (including, without limitation, all proceeds (the “Insurance and Condemnation Proceeds”) received under any hazard, title or other insurance policy that provides coverage with respect to a Mortgaged Property or the related Mortgage Loan or in connection with the full or partial condemnation of a Mortgaged Property (other than proceeds applied to the restoration of the Mortgaged Property or released to the related borrower in accordance with the Servicing Standard (or, if applicable, a special servicer) and/or the terms and conditions of the related Mortgage) and all other amounts received and retained in connection with the liquidation of any Mortgage Loan that is defaulted and any related defaulted Companion Loan or property acquired by foreclosure or otherwise (the “Liquidation Proceeds”)) together with the net operating income (less reasonable reserves for future expenses) derived from the operation of any REO Properties. Notwithstanding the foregoing, the collections on any Whole Loan will be limited to the portion of such amounts that are payable to the holder of the related Mortgage Loan pursuant to the related Intercreditor Agreement.

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The applicable master servicer will also be required to establish and maintain one or more segregated custodial accounts (collectively, the “Companion Distribution Account”) with respect to the Serviced Companion Loans, each of which may be a sub-account of its Collection Account, and deposit amounts collected in respect of such Serviced Companion Loan in the Companion Distribution Account. The issuing entity will only be entitled to amounts on deposit in the Companion Distribution Account to the extent these funds are not otherwise payable to the holder of a Serviced Companion Loan or payable or reimbursable to any party to the PSA. Any amounts in the Companion Distribution Account to which the issuing entity is entitled will be transferred on a monthly basis to its Collection Account.

With respect to each Distribution Date, each master servicer will be required to disburse from its Collection Account and remit to the certificate administrator for deposit into the Lower-Tier REMIC Distribution Account, to the extent of funds on deposit in such Collection Account and in respect of the Mortgage Loans for which it acts as master servicer, on the related P&I Advance Date, the Aggregate Available Funds for such Distribution Date and any Yield Maintenance Charges or Prepayment Premiums received as of the related Determination Date. The certificate administrator is required to establish and maintain various accounts, including a “Lower-Tier REMIC Distribution Account” and a “Upper-Tier REMIC Distribution Account”, both of which may be sub-accounts of a single account, (collectively, the “Distribution Accounts”), in its own name on behalf of the trustee and for the benefit of the Certificateholders.

On each Distribution Date, the certificate administrator is required to apply amounts on deposit in the Upper-Tier REMIC Distribution Account (which will include all funds that were remitted by the master servicers from the Collection Accounts, plus, among other things, any P&I Advances less amounts, if any, distributable to the Class V and Class R certificates or distributable to the RR Interest with respect to its interest in the Grantor Trust) as set forth in the PSA generally to make distributions of interest and principal from Available Funds to the holders of the Regular Certificates (other than the RR Interest) and to make distributions of interest and principal from Retained Certificate Available Funds to the holders of the RR Interest, as described under “Description of the Certificates—Distributions—Priority of Distributions” and “Credit Risk Retention—RR Interest—Priority of Distributions”, respectively.

The certificate administrator is also required to establish and maintain an account (the “Interest Reserve Account”) which may be a sub-account of the Distribution Account, in its own name on behalf of the trustee for the benefit of the Certificateholders. On the P&I Advance Date occurring each February and on any P&I Advance Date occurring in any January which occurs in a year that is not a leap year (in each case, unless the related Distribution Date is the final Distribution Date), the certificate administrator will be required to deposit amounts remitted by the master servicers or P&I Advances made on the related Mortgage Loans into the Interest Reserve Account during the related interest period, in respect of the Mortgage Loans that accrue interest on an Actual/360 Basis (collectively, the “Actual/360 Loans”), in an amount equal to one day’s interest at the Net Mortgage Rate for each such Actual/360 Loan on its Stated Principal Balance and as of the Distribution Date in the month preceding the month in which the P&I Advance Date occurs, to the extent a Periodic Payment or P&I Advance or other deposit is made in respect of the Mortgage Loans (all amounts so deposited in any consecutive January (if applicable) and February, “Withheld Amounts”). On the P&I Advance Date occurring each March (or February, if the related Distribution Date is the final Distribution Date), the certificate administrator will be required to withdraw from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding January (if applicable) and February, if any, and deposit that amount into the Lower-Tier REMIC Distribution Account.

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The certificate administrator is also required to establish and maintain an account (the “Excess Interest Distribution Account”), which may, together with any other Securitization Account(s), be a sub-account of a single account. On the P&I Advance Date immediately preceding the applicable Distribution Date, the applicable master servicer is required to remit to the certificate administrator for deposit into the Excess Interest Distribution Account an amount equal to any Excess Interest received by such master servicer during the related Collection Period.

The certificate administrator may be required to establish and maintain two accounts (the “Gain-on-Sale Reserve Account” and the “Retained Certificate Gain-on-Sale Reserve Account”), each of which may be a sub-account of the Distribution Account, in its own name on behalf of the trustee for the benefit of the Certificateholders of the Non-Retained Certificates and of the RR Interest, respectively. To the extent that any gains are realized on sales of Mortgaged Properties (or, with respect to any Whole Loan, the portion of such amounts that are payable on the related Mortgage Loan pursuant to the related Intercreditor Agreement), the amounts will be deposited into the Gain-on-Sale Reserve Account in an amount equal to the Non-Retained Percentage multiplied by such amounts and into the Retained Certificate Gain-on-Sale Reserve Account in an amount equal to the Retained Certificate Risk Retention Percentage multiplied by such amounts. Amounts in the Gain-on-Sale Reserve Account will be applied on the applicable Distribution Date as part of Available Funds to all amounts due and payable on the Regular Certificates (other than the RR Interest) (including to reimburse for Realized Losses previously allocated to such certificates), and the amounts in the Retained Certificate Gain-on-Sale Reserve Account will be applied on the applicable Distribution Date as part of Retained Certificate Available Funds to all amounts due and payable on the RR Interest (including to reimburse for Retained Certificate Realized Losses previously allocated to such certificates). Any remaining amounts will be held in the Gain-on-Sale Reserve Account and Retained Certificate Gain-on-Sale Reserve Account, as applicable, to offset shortfalls and losses incurred on subsequent Distribution Dates as described above. Any remaining amounts not necessary to offset any shortfalls or losses on the final Distribution Date will be distributed on the Class R certificates after all amounts payable to the Regular Certificates have been made.

Each special servicer will also be required to establish one or more segregated custodial accounts (each, an “REO Account”) for collections from REO Properties for which each special servicer is responsible. Each REO Account will be maintained by the applicable special servicer in its own name on behalf of the trustee and for the benefit of the Certificateholders.

The Collection Accounts, the Distribution Accounts, the Interest Reserve Account, the Companion Distribution Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve Account, the Retained Certificate Gain-on-Sale Reserve Account and the REO Accounts are collectively referred to as the “Securitization Accounts” (but with respect to any Whole Loan, only to the extent of the issuing entity’s interest in the Whole Loan). Each of the foregoing accounts will be held at a depository institution or trust company meeting the requirements of the PSA.

Amounts on deposit in the foregoing accounts may be invested in certain United States government securities and other investments meeting the requirements of the PSA (“Permitted Investments”). Interest or other income earned on funds in the accounts maintained by either master servicer, the certificate administrator or either special servicer will be payable to each of them as additional compensation, and each of them will be required to bear any losses resulting from its investment of such funds.

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Withdrawals from the Collection Accounts

Either master servicer may, from time to time, make withdrawals from its Collection Account (or the applicable subaccount of such Collection Account, exclusive of the Companion Distribution Account that may be a subaccount of such Collection Account) for any of the following purposes, in each case only to the extent permitted under the PSA and with respect to any Serviced Whole Loan, subject to the terms of the related Intercreditor Agreement, without duplication (the order set forth below not constituting an order of priority for such withdrawals):

(i)      to remit on each P&I Advance Date (A) to the certificate administrator for deposit into the Lower-Tier REMIC Distribution Account certain portions of the Aggregate Available Funds and any Prepayment Premiums or Yield Maintenance Charges attributable to the Mortgage Loans for which it acts as master servicer on the related Distribution Date or (B) to the certificate administrator for deposit into the Excess Interest Distribution Account an amount equal to the Excess Interest received in the applicable one-month period ending on the related Determination Date, if any;

(ii)      to pay or reimburse the applicable master servicer, the applicable special servicer and the trustee, as applicable, pursuant to the terms of the PSA for Advances made by any of them and interest on Advances (such master servicer’s, special servicer’s or the trustee’s respective right, as applicable, to reimbursement for items described in this clause (ii) being limited as described above under
“—Advances”) (provided that with respect to any Serviced Whole Loan, such reimbursements are subject to the terms of the related Intercreditor Agreement);

(iii)      to pay to the applicable master servicer and special servicer, as compensation, the aggregate unpaid servicing compensation;

(iv)      to pay to the operating advisor the Operating Advisor Consulting Fee (but, with respect to the period when the outstanding Certificate Balances of the Control Eligible Certificates have not been reduced to zero as a result of the allocation of Realized Losses to such certificates, only to the extent actually received from the related borrower) or the Operating Advisor Fee;

(v)      to pay to the asset representations reviewer the Asset Representations Reviewer Fee and any unpaid Asset Representations Reviewer Asset Review Fee (but only to the extent such Asset Representations Reviewer Asset Review Fee is to be paid by the issuing entity);

(vi)      to reimburse the trustee, the applicable special servicer and the applicable master servicer, as applicable, for certain Nonrecoverable Advances or Workout-Delayed Reimbursement Amounts;

(vii)     to reimburse the applicable master servicer, the applicable special servicer or the trustee, as applicable, for any unreimbursed expenses reasonably incurred with respect to each related Mortgage Loan that has been repurchased or substituted by such person pursuant to the PSA or otherwise;

(viii)    to reimburse the applicable master servicer or the applicable special servicer for any unreimbursed expenses reasonably incurred by such person in connection with the enforcement of the related mortgage loan seller’s obligations under the applicable section of the related MLPA;

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(ix)     to pay for any unpaid costs and expenses incurred by the issuing entity;

(x)      to pay itself and the applicable special servicer, as applicable, as additional servicing compensation, (A) interest and investment income earned in respect of amounts relating to the issuing entity held in its Collection Account and the Companion Distribution Account (but only to the extent of the net investment earnings during the applicable one month period ending on the related Distribution Date) and (B) certain penalty charges and default interest;

(xi)     to recoup any amounts deposited in its Collection Account in error;

(xii)    to the extent not reimbursed or paid pursuant to any of the above clauses, to reimburse or pay the applicable master servicer, the applicable special servicer, the operating advisor, the asset representations reviewer, the depositor or any of their respective directors, officers, members, managers, employees and agents, unpaid additional expenses of the issuing entity and certain other unreimbursed expenses incurred by such person pursuant to and to the extent reimbursable under the PSA and to satisfy any indemnification obligations of the issuing entity under the PSA;

(xiii)   to pay for the cost of the opinions of counsel or the cost of obtaining any extension to the time in which the issuing entity is permitted to hold REO Property;

(xiv)    to pay any applicable federal, state or local taxes imposed on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent that none of the applicable master servicer, the applicable special servicer, the certificate administrator or the trustee is liable under the PSA;

(xv)    to pay the CREFC^® Intellectual Property Royalty License Fee;

(xvi)    to reimburse the certificate administrator out of general collections on the Mortgage Loans and REO Properties for legal expenses incurred by and reimbursable to it by the issuing entity of any administrative or judicial proceedings related to an examination or audit by any governmental taxing authority;

(xvii)   to pay the related mortgage loan seller or any other person, with respect to each Mortgage Loan, if any, previously purchased or replaced by such person pursuant to the PSA, all amounts received thereon subsequent to the date of purchase or replacement relating to periods after the date of purchase or replacement;

(xviii)  to remit to the certificate administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the Interest Reserve Account pursuant to the PSA;

(xix)   in accordance with the terms of the PSA, to pay or reimburse the applicable person for any Uncovered Amount in respect of any other master servicer’s Collection Account, any such person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds in the subject master servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements contemplated to be made out of the subject master servicer’s Collection Account pursuant to any of clauses (i)-(xviii) above;

(xx)    to remit to the companion paying agent for deposit into the Companion Distribution Account the amounts required to be deposited pursuant to the PSA; and

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(xxi)   to clear and terminate its Collection Account pursuant to a plan for termination and liquidation of the issuing entity.

As used in clause (xix) above, “Uncovered Amount” means, with respect to any master servicer’s Collection Account, any additional trust fund expense, Nonrecoverable Advance or other item that would be payable or reimbursable out of general funds (as opposed to a specific source of funds) in such Collection Account pursuant to the PSA, but which cannot be so paid or reimbursed because such general funds are insufficient to cover such payment or reimbursement;provided that any such additional trust fund expense, Nonrecoverable Advance or other item will be an Uncovered Amount only to the extent that such general funds are insufficient to cover the payment or reimbursement thereof.

No amounts payable or reimbursable to parties to the PSA out of general collections that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable to the related Companion Loan.

Certain costs and expenses (such as apro rata share of any related Servicing Advances) allocable to a Mortgage Loan that is part of a Serviced Whole Loan may be paid or reimbursed out of payments and other collections on the other Mortgage Loans, subject to the issuing entity’s right to reimbursement from future payments and other collections on the related Companion Loan or from general collections with respect to the securitization of the related Companion Loan. If the applicable master servicer makes, with respect to any related Serviced Whole Loan, any reimbursement or payment out of its Collection Account to cover the related Serviced Pari Passu Companion Loan’s share of any cost, expense, indemnity, Servicing Advance or interest on such Servicing Advance, or fee with respect to such Serviced Whole Loan, then such master servicer (with respect to a Mortgage Loan that is not a Specially Serviced Loan or a Non-Serviced Mortgage Loan) or such special servicer (with respect to Specially Serviced Loans and REO Properties) must use efforts consistent with the Servicing Standard to collect such amount out of collections on such Serviced Pari Passu Companion Loan or, if and to the extent permitted under the related Intercreditor Agreement, from the holder of the related Serviced Pari Passu Companion Loan.

Each master servicer will also be entitled to make withdrawals, from time to time, from the applicable Collection Account of amounts necessary for the payments or reimbursements required to be paid to the parties to the applicable Non-Serviced PSA, pursuant to the applicable Intercreditor Agreement and the applicable Non-Serviced PSA. See “—Servicing of the Non-Serviced Mortgage Loans”.

If a P&I Advance is made with respect to any Mortgage Loan that is part of a Whole Loan, then that P&I Advance, together with interest on such P&I Advance, may only be reimbursed out of future payments and collections on that Mortgage Loan or, as and to the extent described under “—Advances” above, on other Mortgage Loans, but not out of payments or other collections on any related Companion Loan. Likewise, the Certificate Administrator/Trustee Fee, the Operating Advisor Fee and the Asset Representations Reviewer Fee that accrue with respect to any Mortgage Loan that is part of a Whole Loan and any other amounts payable to the operating advisor may only be paid out of payments and other collections on such Mortgage Loan and/or the Mortgage Pool generally, but not out of payments or other collections on any related Companion Loan.

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Servicing and Other Compensation and Payment of Expenses

General

The parties to the PSA other than the depositor will be entitled to payment of certain fees as compensation for services performed under the PSA. Below is a summary of the fees payable to the parties to the PSA from amounts that the issuing entity is entitled to receive. In addition, CREFC^® will be entitled to a license fee for use of its names and trademarks, including the CREFC^® Investor Reporting Package. Certain additional fees and costs payable by the related borrowers are allocable to the parties to the PSA other than the depositor, but such amounts are not payable from amounts that the issuing entity is entitled to receive.

The amounts available for distribution on the certificates on any Distribution Date will generally be net of the following amounts:

Type/Recipient(1)	Amount(1)	Source(1)	Frequency
Fees
Master Servicing Fee / Master Servicers	With respect to the Mortgage Loans and any related Serviced Companion Loan, the product of the monthly portion of the related annual Servicing Fee Rate calculated on the Stated Principal Balance of such Mortgage Loan and Serviced Companion Loan.	Out of recoveries of interest with respect to the related Mortgage Loan (and any related Serviced Companion Loan) or if unpaid after final recovery on the related Mortgage Loan, out of general collections on deposit in the Collection Accounts with respect to the other Mortgage Loans.	Monthly
Special Servicing Fee / Special Servicers	With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and the related Serviced Companion Loan that are Specially Serviced Loans (including REO Properties), the product of the monthly portion of the related annual Special Servicing Fee Rate calculated on the Stated Principal Balance of such Specially Serviced Loan.	First, from liquidation proceeds, insurance and condemnation proceeds, and collections in respect of the related Mortgage Loan (and any related Serviced Companion Loan), and then from general collections on deposit in the Collection Accounts with respect to the other Mortgage Loans.	Monthly

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Type/Recipient(1)	Amount(1)	Source(1)	Frequency
Workout Fee / Special Servicers(2)	With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and the related Serviced Companion Loan that are Corrected Loans, the Workout Fee Rate multiplied by all payments of interest and principal received on such Mortgage Loan and the related Serviced Companion Loan for so long as they remain a Corrected Loan.	Out of each collection of interest, principal, and prepayment consideration received on the related Mortgage Loan (and each related Serviced Companion Loan) and then from general collections on deposit in the Collection Accounts with respect to the other Mortgage Loans.	Time to time
Liquidation Fee / Special Servicers(2)	With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and the related Serviced Companion Loan that are Specially Serviced Loans for which the applicable special servicer obtains a full, partial or discounted payoff or any liquidation proceeds, insurance proceeds and condemnation proceeds, an amount calculated by application of a Liquidation Fee Rate to the related payment or proceeds (exclusive of default interest).	From any liquidation proceeds, insurance proceeds, condemnation proceeds and any other revenues received with respect to the related Mortgage Loan (and each related Serviced Companion Loan) and then from general collections on deposit in the Collection Accounts with respect to the other Mortgage Loans.	Time to time
Additional Servicing Compensation / Master Servicers and/or Special Servicers(3)	All modification fees, assumption application fees, defeasance fees, assumption, waiver, consent and earnout fees, late payment charges, default interest, review fees and other similar fees actually collected on the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan.	Related payments made by borrowers with respect to the related Mortgage Loans and any related Serviced Companion Loan.	Time to time
Certificate Administrator/Trustee Fee/Certificate Administrator/Trustee	With respect to each Distribution Date, an amount equal to the product of the monthly portion of the annual Certificate Administrator/Trustee Fee Rate multiplied by the Stated Principal Balance of each Mortgage Loan.	Out of general collections with respect to Mortgage Loans on deposit in the Collection Accounts or the Distribution Account.	Monthly

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Type/Recipient(1)	Amount(1)	Source(1)	Frequency
Operating Advisor Upfront Fee / Operating Advisor	A fee of $5,000 on the Closing Date.	Payable by the mortgage loan sellers.	At closing
Operating Advisor Fee / Operating Advisor	With respect to each Distribution Date, an amount equal to the product of the monthly portion of the annual Operating Advisor Fee Rate multiplied by the Stated Principal Balance of each Mortgage Loan (excluding any related Companion Loan).	First, out of recoveries of interest with respect to the related Mortgage Loan and then, if the related Mortgage Loan has been liquidated, out of general collections on deposit in the Collection Accounts with respect to the other Mortgage Loans.	Monthly
Operating Advisor Consulting Fee / Operating Advisor	$10,000 for each Major Decision made with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan and any Servicing Shift Mortgage Loan) (or, with respect to the period when the outstanding Certificate Balances of the Control Eligible Certificates have not been reduced to zero as a result of the allocation of Realized Losses to such certificates, such lesser amount as the related borrower agrees to pay with respect to such Mortgage Loan).	Payable by the related borrower when incurred during the period when the outstanding Certificate Balances of the Control Eligible Certificates have not been reduced to zero as a result of the allocation of Realized Losses to such certificates; and when incurred subsequent to such period, out of general collections on deposit in the Collection Accounts.	Time to time
Asset Representations Reviewer Fee / Asset Representations Reviewer	With respect to each Distribution Date, an amount equal to the product of the monthly portion of the annual Asset Representations Reviewer Fee Rate multiplied by the Stated Principal Balance of each Mortgage Loan (including each Non-Serviced Mortgage Loan, but excluding any Companion Loan).	Out of general collections on deposit in the Collection Accounts.	Monthly
Asset Representations Reviewer Upfront Fee / Asset Representations Reviewer	A fee of $5,000 on the Closing Date.	Payable by the mortgage loan sellers.	At closing

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Type/Recipient(1)	Amount(1)	Source(1)	Frequency
Asset Representations Reviewer Asset Review Fee	For (a) each Delinquent Loan identified on Annex A-1 as not being secured by a residential cooperative property, the sum of:  (i) $15,000 multiplied by the number of Subject Loans, plus (ii) $1,500 per Mortgaged Property relating to the Subject Loans in excess of one Mortgaged Property per Subject Loan, plus (iii) $2,000 per Mortgaged Property relating to a Subject Loan subject to a ground lease, plus (iv) $1,000 per Mortgaged Property relating to a Subject Loan subject to a franchise agreement, hotel management agreement or hotel license agreement, subject, in the case of each of clauses (i) through (iv), to adjustments on the basis of the year-end Consumer Price Index for All Urban Consumers, or other similar index if the Consumer Price Index for All Urban Consumers is no longer calculated for the year of the Closing Date and for the year of the occurrence of the Asset Review; and (b) each Delinquent Loan identified on Annex A-1 as being secured by a residential cooperative property, $10,000.	Payable by the related mortgage loan seller;provided, however, that if the related mortgage loan seller is insolvent or fails to pay such amount within 90 days of written invoice therefor by the asset representations reviewer, such fee will be paid by the trust out of general collections on deposit in the Collection Accounts.	In connection with each Asset Review with respect to a Delinquent Loan.

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Type/Recipient(1)	Amount(1)	Source(1)	Frequency
Servicing Advances / Master Servicers, Special Servicers or Trustee	To the extent of funds available, the amount of any Servicing Advances.	First, from funds collected with respect to the related Mortgage Loan (and any related Serviced Companion Loan), and then with respect to any Nonrecoverable Advance or a Workout-Delayed Reimbursement Amount, out of general collections with respect to Mortgage Loans on deposit in the Collection Accounts, subject to certain limitations.	Time to time
Interest on Servicing Advances / Master Servicers, Special Servicers or Trustee	At a rateper annum equal to the Reimbursement Rate calculated on the number of days the related Advance remains unreimbursed.	First, out of late payment charges and default interest on the related Mortgage Loan (and any related Serviced Companion Loan), and then, after or at the same time such Servicing Advance is reimbursed, out of any other amounts then on deposit in the Collection Accounts, subject to certain limitations.	Time to time

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Type/Recipient(1)	Amount(1)	Source(1)	Frequency
P&I Advances / Master Servicers and Trustee	To the extent of funds available, the amount of any P&I Advances.	First, from funds collected with respect to the related Mortgage Loan and then, with respect to a Nonrecoverable Advance or a Workout-Delayed Reimbursement Amount, out of general collections on deposit in the Collection Accounts.	Time to time
Interest on P&I Advances / Master Servicers and Trustee	At a rateper annum equal to the Reimbursement Rate calculated on the number of days the related Advance remains unreimbursed.	First, out of default interest and late payment charges on the related Mortgage Loan and then, after or at the same time such P&I Advance is reimbursed, out of general collections then on deposit in the Collection Accounts with respect to the other Mortgage Loans.	Monthly
Indemnification Expenses / Trustee, Certificate Administrator, Depositor, Master Servicers, Special Servicers, Operating Advisor or Asset Representations Reviewer and any director, officer, employee or agent of any of the foregoing parties	Amount to which such party is entitled for indemnification under the PSA.	Out of general collections with respect to Mortgage Loans on deposit in the Collection Accounts or the Distribution Account (and, under certain circumstances, from collections on any Serviced Companion Loan)	Time to time
CREFC®Intellectual Property Royalty License Fee / CREFC®	With respect to each Distribution Date, an amount equal to the product of the CREFC® Intellectual Property Royalty License Fee Rate multiplied by the outstanding principal amount of each Mortgage Loan.	Out of general collections with respect to Mortgage Loans on deposit in the Collection Accounts.	Monthly

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Type/Recipient(1)	Amount(1)	Source(1)	Frequency
Expenses of the issuing entity not advanced (which may include reimbursable expenses incurred by the operating advisor or asset representations reviewer, expenses relating to environmental remediation or appraisals, expenses of operating REO Property and expenses incurred by any independent contractor hired to operate REO Property)	Based on third party charges.	First from collections on the related Mortgage Loan (income on the related REO Property), if applicable, and then from general collections with respect to Mortgage Loans in the Collection Accounts (and custodial account with respect to a Serviced Companion Loan, if applicable), subject to certain limitations.	Time to time

⁽¹⁾ With respect to any Mortgage Loan and any related Serviced Companion Loan (or any Specially Serviced Loan) in respect of which an REO Property was acquired, all references to Mortgage Loan, Companion Loan, Specially Serviced Loan in this table will be deemed to also be references to or to also include any REO Loans.

With respect to each Non-Serviced Mortgage Loan, the related master servicer, special servicer, certificate administrator, trustee, operating advisor, if any, and/or asset representations reviewer, if any, under the related Non-Serviced PSA will be entitled to receive similar fees and reimbursements with respect to that Non-Serviced Mortgage Loan in amounts, from sources and at frequencies that are similar, but not necessarily identical, to those described above and, in certain cases (for example, with respect to unreimbursed special servicing fees and servicing advances with respect to each Non-Serviced Whole Loan), such amounts may be reimbursable from general collections on the other Mortgage Loans to the extent not recoverable from the related Non-Serviced Whole Loan.

In connection with the servicing and administration of any Serviced Whole Loan pursuant to the terms of the PSA and the related Intercreditor Agreement, the applicable master servicer and applicable special servicer will be entitled to servicing compensation, without duplication, with respect to any related Serviced Companion Loan as well as the related Mortgage Loan to the extent consistent with the PSA and not prohibited by the related Intercreditor Agreement.

⁽²⁾ Subject to certain offsets as described below. Circumstances as to when a Liquidation Fee is not payable are set forth in this “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses” section.

⁽³⁾ Allocable between the applicable master servicer and the applicable special servicer as provided in the PSA.

Master Servicing Compensation

The fee of each master servicer including the fee of any primary or other sub-servicer (the “Servicing Fee”) will be payable monthly from amounts allocable in respect of interest received in respect of each Mortgage Loan, Serviced Companion Loan (to the extent not prohibited under the related Intercreditor Agreement) and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA) and will accrue at a rate (the “Servicing Fee Rate”) on the

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Stated Principal Balance of such Mortgage Loan, Serviced Companion Loan or REO Loan, equal to (i) with respect to any such Mortgage Loan (and any successor REO Loan), 0.00250%per annum (or, with respect to National Cooperative Bank, N.A. Mortgage Loans, 0.08000%per annum) plus any “primary servicing fee” and any “pari passuloan primary servicing fee” set forth next to the related Mortgaged Property on Annex A-1, and (ii) with respect to any Serviced Companion Loan (or successor REO Loan), 0.00250%per annum(or, (i) with respect to the Companion Loan related to the North Bay Portfolio Whole Loan, 0.01250%per annum and (ii) with respect to the Companion Loans related to The Gateway Whole Loan prior to the related Servicing Shift Securitization Date, 0.00125%per annum);provided, that with respect to each Servicing Shift Mortgage Loan, on and after the related Servicing Shift Securitization Date, the primary servicing fee rate comprising a part of the related “Servicing Fee Rate” will be paid to the related Non-Serviced Master Servicer. The Servicing Fee payable to the master servicer with respect to any related Serviced Companion Loan will be payable, subject to the terms of the related Intercreditor Agreement, from amounts payable in respect of the related Companion Loan.

In addition to the Servicing Fee, each master servicer will be entitled to retain, as additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan), the following amounts to the extent collected from the related borrower relating to a Mortgage Loan and any related Serviced Companion Loan for which it acts as master servicer:

● 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any such Mortgage Loans (other than a Non-Serviced Mortgage Loan) that are not Specially Serviced Loans (including any related Serviced Companion Loan to the extent not prohibited by the related Intercreditor Agreement) that are Master Servicer Decisions;provided, that if any such matter involves a Major Decision, then such master servicer will be entitled to 50% of such Excess Modification Fees;

● 100% of all assumption application fees and other similar items received on any such Mortgage Loans that are not Specially Serviced Loans (including any related Serviced Companion Loan to the extent not prohibited by the related Intercreditor Agreement) to the extent such applicable master servicer is processing the underlying transaction and 100% of all defeasance fees (providedthat for the avoidance of doubt, any such defeasance fee will not include any modification fees or waiver fees in connection with a defeasance that the applicable special servicer is entitled to under the PSA);

● 100% of assumption, waiver, consent and earnout fees and other similar fees (other than assumption application fees and defeasance fees) pursuant to the PSA on any such Mortgage Loans that are not Specially Serviced Loans (including any related Serviced Companion Loan to the extent not prohibited by the related Intercreditor Agreement) relating to Master Servicer Decisions;provided, that if any such matter involves a Major Decision, then such master servicer will be entitled to 50% of such assumption, waiver, consent and earnout fees and other similar fees;

● with respect to accounts held by such applicable master servicer, 100% of charges by such master servicer collected for checks returned for insufficient funds;

● 100% of charges for beneficiary statements and demand charges actually paid by the related borrowers under such Mortgage Loans (and any related Serviced Companion Loan) to the extent such beneficiary statements or demand charges are prepared by the applicable master servicer;

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● the excess, if any, of Prepayment Interest Excesses over Prepayment Interest Shortfalls arising from any principal prepayments on such Mortgage Loans and any related Serviced Pari Passu Companion Loan; and

● penalty charges, including late payment charges and default interest paid by such borrowers (that were accrued while the related Mortgage Loans (other than a Non-Serviced Mortgage Loan) or any related Serviced Companion Loan (to the extent not prohibited by the related Intercreditor Agreement) were not Specially Serviced Loans), but only to the extent such late payment charges and default interest are not needed to pay interest on Advances or certain additional trust fund expenses (excluding Special Servicing Fees, Liquidation Fees and Workout Fees) incurred with respect to the related Mortgage Loan or, if provided under the related Intercreditor Agreement, any related Serviced Companion Loan since the Closing Date.

Notwithstanding anything to the contrary, the applicable master servicer and the applicable special servicer will each be entitled to charge and retain reasonable review fees in connection with any borrower request to the extent such fees are not prohibited under the related Mortgage Loan documents and are actually paid by or on behalf of the related borrower.

Notwithstanding anything to the contrary, if either the applicable master servicer or the applicable special servicer has partially waived any penalty charge (part of which accrued when the related Mortgage Loan was not a Specially Serviced Loan and part of which accrued when the related Mortgage Loan was a Specially Serviced Loan), any collections in respect of such penalty charge will be sharedpro rata by the applicable master servicer and the applicable special servicer based on the respective portions of such penalty charge to which each would otherwise have been entitled.

In addition, each master servicer also is authorized but not required to invest or direct the investment of funds held in the related Collection Account and Companion Distribution Account in Permitted Investments, and such master servicer will be entitled to retain any interest or other income earned on those funds and will bear any losses resulting from the investment of these funds, except as set forth in the PSA. Each master servicer also is entitled to retain any interest earned on any servicing escrow account maintained by such master servicer, to the extent the interest is not required to be paid to the related borrowers.

See “—Modifications, Waivers and Amendments”.

“Excess Modification Fees” means, with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, the sum of (A) the excess, if any, of (i) any and all Modification Fees with respect to a modification, waiver, extension or amendment of any of the terms of such Mortgage Loan or Serviced Whole Loan, over (ii) all unpaid or unreimbursed additional expenses (including, without limitation, reimbursement of Advances and interest on Advances to the extent not otherwise paid or reimbursed by the borrower but excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously incurred on behalf of the issuing entity with respect to the related Mortgage Loan or Serviced Whole Loan, and reimbursed from such Modification Fees and (B) expenses previously paid or reimbursed from Modification Fees as described in the preceding clause (A), which expenses have been recovered from the related borrower or otherwise.

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“Modification Fees” means, with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, any and all fees with respect to a modification, extension, waiver or amendment that modifies, extends, amends or waives any term of such Mortgage Loan documents and/or related Serviced Companion Loan documents (as evidenced by a signed writing) agreed to by the applicable master servicer or the applicable special servicer, as applicable (other than all assumption fees, assumption application fees, consent fees, defeasance fees, Special Servicing Fees, Liquidation Fees or Workout Fees).

With respect to each master servicer and each special servicer, the Excess Modification Fees collected and earned by such person from the related borrower (taken in the aggregate with any other Excess Modification Fees collected and earned by such person from the related borrower within the prior 12 months of the collection of the current Excess Modification Fees) will be subject to a cap of 1.0% of the outstanding principal balance of the related Mortgage Loan or Serviced Whole Loan on the closing date of the related modification, extension, waiver or amendment (after giving effect to such modification, extension, waiver or amendment) with respect to any Mortgage Loan or Serviced Whole Loan.

The Servicing Fee is calculated on the Stated Principal Balance of each Mortgage Loan (including each Non-Serviced Mortgage Loan and any successor REO Loan) and any related Serviced Companion Loan in the same manner as interest is calculated on such Mortgage Loans and Serviced Companion Loan. The Servicing Fee for each Mortgage Loan and any successor REO Loan is included in the Administrative Cost Rate listed for that Mortgage Loan on Annex A-1. Any Servicing Fee Rate calculated on an Actual/360 Basis will be recomputed on the basis of twelve 30-day months, assuming a 360-day year (“30/360 Basis”) for purposes of calculating the Net Mortgage Rate.

Pursuant to the terms of the PSA, Wells Fargo Bank and National Cooperative Bank, N.A. will each be entitled to retain a portion of the Servicing Fee with respect to each Mortgage Loan and any successor REO Loan (other than a Non-Serviced Mortgage Loan) for which it acts as a master servicer and, to the extent provided for in the related Intercreditor Agreement, each related Serviced Companion Loan, notwithstanding any termination or resignation of such party as master servicer;provided that Wells Fargo Bank and National Cooperative Bank, N.A. may not retain any portion of the Servicing Fee to the extent that portion of the Servicing Fee is required to appoint a successor master servicer. In addition, Wells Fargo Bank and National Cooperative Bank, N.A. will have the right to assign and transfer its rights to receive that retained portion of its Servicing Fee to another party.

Each master servicer will be required to pay its overhead and any general and administrative expenses incurred by it in connection with its servicing activities under the PSA. A master servicer will not be entitled to reimbursement for any expenses incurred by it except as expressly provided in the PSA. Each master servicer will be responsible for all fees payable to any sub-servicers. See “Description of the Certificates—Distributions—Method, Timing and Amount”.

With respect to a Non-Serviced Mortgage Loan, the related Non-Serviced Master Servicer (or primary servicer) will be entitled to a primary servicing fee accruing at a rate equal to 0.00250%per annum(or, (i) with respect to the Twelve Oaks Mall Mortgage Loan, 0.00750%per annum and (ii) with respect to The Gateway Mortgage Loan after the related Servicing Shift Securitization Date, 0.00125%per annum), which is included as part of the Servicing Fee Rate for purposes of the information presented in this prospectus.

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Special Servicing Compensation

The principal compensation to be paid to each special servicer in respect of its special servicing activities will be the Special Servicing Fee, the Workout Fee and the Liquidation Fee.

The “Special Servicing Fee” will accrue with respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced Mortgage Loan) on a loan-by-loan basis at a rate equal to (a) with respect to Midland Loan Services, a Division of PNC Bank, National Association, the greater of 0.25% and theper annum rate that would result in a special servicing fee for the related month of (i) $3,500 or (ii) with respect to any Mortgage Loan with respect to which the Risk Retention Consultation Party is entitled to consult with the Special Servicer, for so long as the related Mortgage Loan is a Specially Serviced Loan during the occurrence and continuance of a Consultation Termination Event, $5,000 and (b) with respect to National Cooperative Bank, N.A., the greater of 0.25% and theper annum rate that would result in a special servicing fee of $1,000 for the related month (the “Special Servicing Fee Rate”), calculated on the basis of the Stated Principal Balance of the related Mortgage Loan (including any REO Loan) and Companion Loan, as applicable, and in the same manner as interest is calculated on the Specially Serviced Loans, and will be payable monthly,first from Liquidation Proceeds, Insurance and Condemnation Proceeds, and collections in respect of the related REO Property or Specially Serviced Loan andthen from general collections on all the Mortgage Loans and any REO Properties. Each Non-Serviced Whole Loan will be subject to a similar special servicing fee pursuant to the related Non-Serviced PSA. For further detail, see “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans”.

The “Workout Fee” will generally be payable with respect to each Corrected Loan and will be calculated by application of a “Workout Fee Rate” of 1.00% to each collection (other than penalty charges and Excess Interest) of interest and principal (other than any amount for which a Liquidation Fee would be paid) (including scheduled payments, prepayments, balloon payments (other than the balloon payments that are received within 120 days following the related maturity date as a result of a Mortgage Loan or the Serviced Whole Loan being refinanced or otherwise repaid in full if such Mortgage Loan or the Serviced Whole Loan becomes a Specially Serviced Loan only because of an event described in clause (1) of the definition of “Specially Serviced Loan” under “Pooling and Servicing Agreement—Special Servicing Transfer Event”), and payments at maturity or anticipated repayment date) received on the Corrected Loan for so long as it remains a Corrected Loan;provided,however, that after receipt by the applicable special servicer of Workout Fees with respect to such Corrected Loan in an amount equal to $25,000, any Workout Fees in excess of such amount will be reduced by the Excess Modification Fee Amount received by such special servicer;provided,further,however, that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then such 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 such special servicer in respect of that Corrected Loan (including any related Serviced Companion Loan) equal to $25,000. The “Excess Modification Fee Amount” with respect to any master servicer or special servicer, any Corrected Loan and any particular modification, waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment of a Workout Fee, is an amount equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related borrower with respect to the related Mortgage Loan (including the related Serviced Companion Loan, if applicable, unless prohibited under the related Intercreditor Agreement) and received and retained by the applicable master servicer or special servicer, as

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applicable, as compensation within the prior 12 months of such modification, waiver, extension or amendment, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee. The Non-Serviced Whole Loan will be subject to a similar workout fee pursuant to the related Non-Serviced PSA. For further details, see “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

The Workout Fee with respect to any Corrected Loan will cease to be payable if the Corrected Loan again becomes a Specially Serviced Loan but will become payable again if and when the Mortgage Loan (including a Serviced Companion Loan) again becomes a Corrected Loan. The Workout Fee with respect to any Specially Serviced Loan that becomes a Corrected Loan will be reduced by any Excess Modification Fees paid by or on behalf of the related borrower with respect to a related Mortgage Loan or REO Loan and received by the applicable special servicer as compensation within the prior 12 months, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.

If either special servicer is terminated (other than for cause) or resigns, it will retain the right to receive any and all Workout Fees payable with respect to a Mortgage Loan or Serviced Companion Loan that became a Corrected Loan during the period that it acted as special servicer and remained a Corrected Loan at the time of that termination or resignation, except that such Workout Fees will cease to be payable if the Corrected Loan again becomes a Specially Serviced Loan. The successor special servicer will not be entitled to any portion of those Workout Fees. If either special servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Loans for which the resigning or terminated special servicer had determined to grant a forbearance or cured the event of default through a modification, restructuring or workout negotiated by such special servicer and evidenced by a signed writing, but which had not as of the time such special servicer resigned or was terminated become a Corrected Loan solely because the borrower had not made 3 consecutive timely Periodic Payments and which subsequently becomes a Corrected Loan as a result of the borrower making such 3 consecutive timely Periodic Payments.

A “Liquidation Fee” will be payable to the applicable special servicer with respect to (a) each Specially Serviced Loan or REO Property (except with respect to any Non-Serviced Mortgage Loan) as to which such special servicer receives (i) a full, partial or discounted payoff from the related borrower, (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds (including with respect to the related Companion Loan, if applicable) or (b) any Loss of Value Payment or Purchase Price paid by a Mortgage Loan Seller (except if such Mortgage Loan Seller makes such Loss of Value Payment in connection with a breach or document defect within the 90-day initial cure period or, if applicable, within the subsequent 90-day extended cure period). The Liquidation Fee for each Specially Serviced Loan (and each related Serviced Companion Loan) and REO Property will be payable from, and will be calculated by application of a “Liquidation Fee Rate” of 1.00% to the related payment or proceeds (or, if such rate would result in an aggregate liquidation feeless than $25,000, then the Liquidation Fee Rate will be equal to the lesser of (i) 3.0% and (ii) such lower rate as would result in an aggregate liquidation fee equal to $25,000);provided that the Liquidation Fee with respect to any Specially Serviced Loan will be reduced by the amount of any Excess Modification Fees paid by or on behalf of the related borrower with respect to the related Mortgage Loan (including a Serviced Companion Loan) or REO Property and received by the applicable special servicer as compensation within the

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prior 12 months, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.

Notwithstanding anything to the contrary described above, no Liquidation Fee will be payable based upon, or out of, Liquidation Proceeds or a Loss of Value Payment received in connection with:

(i)      (A) the repurchase of, or substitution for, any Mortgage Loan or Serviced Companion Loan by a mortgage loan seller for a breach of representation or warranty or for defective or deficient Mortgage Loan documentation within the time period (or extension of such time period, if applicable) provided for such repurchase or substitution if such repurchase or substitution occurs prior to the termination of such extended period, or (B) the payment of a Loss of Value Payment in connection with any such breach or document defect if the applicable mortgage loan seller makes such Loss of Value Payment within the 90 day initial cure period or, if applicable, within the subsequent 90 day extended cure period,

(ii)      the purchase of (A) any Specially Serviced Loan that is part of a Serviced A/B Whole Loan or related REO Property by the holder of the related Subordinate Companion Loan or (b) of any Specially Serviced Loan or an REO Property that is subject to mezzanine indebtedness by the holder of the related mezzanine loan, in each case, within 90 days of such holder’s purchase option first becoming exercisable during the period prior to such Mortgage Loan becoming a Corrected Loan,

(iii)      the purchase of all of the Mortgage Loans and REO Properties in connection with any termination of the issuing entity,

(iv)      with respect to a Serviced Companion Loan, (A) a repurchase of such Serviced Companion Loan by the related mortgage loan seller for a breach of representation or warranty or for defective or deficient Mortgage Loan documentation under the pooling and servicing agreement for the securitization trust that owns such Serviced Pari Passu Companion Loan within the time period (or extension of such time period) provided for such repurchase if such repurchase occurs prior to the termination of such extended period provided in such pooling and servicing agreement or (B) a purchase of such Serviced Companion Loan (if any) by an applicable party to a pooling and servicing agreement pursuant to a clean-up call or similar liquidation of another securitization entity,

(v)      the purchase of any Specially Serviced Loan by the applicable special servicer or its affiliate (except if such affiliate purchaser is the Directing Certificateholder or its affiliate;provided,however, that if no Control Termination Event has occurred and is continuing, and such affiliated Directing Certificateholder or its affiliate purchases any Specially Serviced Loan within 90 days after the applicable special servicer delivers to the Directing Certificateholder for approval the initial asset status report with respect to such Specially Serviced Loan, such special servicer will not be entitled to a liquidation fee in connection with such purchase by the Directing Certificateholder or its affiliates), or

(vi)      if a Mortgage Loan or the Serviced Whole Loan becomes a Specially Serviced Loan only because of an event described in clause (1) of the definition of “Specially Serviced Loan” under “Pooling and Servicing Agreement—Special Servicing Transfer Event”and the related Liquidation Proceeds are received within 120 days following the related maturity date as a result of the related Mortgage Loan or the Serviced Whole Loan being refinanced or otherwise repaid in full.

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Notwithstanding the foregoing, in the event that a liquidation fee is not payable due to the application of any of clauses (i) through (vi) above, the applicable special servicer may still collect and retain a liquidation fee and similar fees from the related borrower to the extent provided for in, or not prohibited by, the related Mortgage Loan documents. Each Non-Serviced Whole Loan will be subject to a similar liquidation fee pursuant to the related Non-Serviced PSA. For further detail, see “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans”.

Each special servicer will also be entitled to additional servicing compensation to each Mortgage Loan and Serviced Companion Loan for which it acts as special servicer in the form of:

(i)       100% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans,

(ii)      100% of assumption application fees and other similar items received with respect to Specially Serviced Loans and 100% of assumption application fees and other similar items received with respect to Serviced Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Loans to the extent the applicable special servicer is processing the underlying transaction,

(iii)     100% of waiver, consent and earnout fees on any Specially Serviced Loan or certain other similar fees paid by the related borrower,

(iv)     100% of assumption fees and other related fees as further described in the PSA, received with respect to Specially Serviced Loans,

(v)      50% of all Excess Modification Fees and assumption, waiver, consent and earnout fees and other similar fees (other than assumption application fees and defeasance fees) received with respect to any Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Companion Loan(s)) that are not Specially Serviced Loans to the extent that the matter involves a Major Decision,

(vi)      with respect to the accounts held by such applicable special servicer, 100% of charges by such special servicer collected for checks returned for insufficient funds,

(vii)     100% of charges for beneficiary statements and demand charges actually paid by the borrowers to the extent such beneficiary statements or demand charges are prepared by the applicable special servicer, and

(viii)    penalty charges, including late payment charges and default interest paid by the borrowers and accrued while the related Mortgage Loans (including the related Companion Loan, if applicable, and to the extent not prohibited by the related Intercreditor Agreement) were Specially Serviced Loans and that are not needed to pay interest on Advances or certain additional trust fund expenses with respect to the related Mortgage Loan (including the related Companion Loan, if applicable, to the extent not prohibited by the related Intercreditor Agreement) since the Closing Date.

Each special servicer also is authorized but not required to invest or direct the investment of funds held in the REO Accounts and any Loss of Value Payment reserve account in Permitted Investments, and each special servicer will be entitled to retain any interest or other income earned on those funds and will bear any losses resulting from the investment of these funds, except as set forth in the PSA.

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Notwithstanding anything to the contrary, if either the applicable master servicer or the applicable special servicer has partially waived any penalty charge (part of which accrued when the related Mortgage Loan was a Specially Serviced Loan and part of which accrued when the related Mortgage Loan was not a Specially Serviced Loan), any collections in respect of such penalty charge will be sharedpro rata by the applicable master servicer and the applicable special servicer based on the respective portions of such penalty charge to which each would otherwise have been entitled.

For the avoidance of doubt, with respect to any fee split (other than a fee split with regard to penalty charges) between the applicable master servicer and the applicable special servicer pursuant to the terms of the PSA, the applicable master servicer and the applicable special servicer will each have the right, but not any obligation, to reduce or elect not to charge its respective percentage interest in any such fee; provided, however, that (A) neither the applicable master servicer nor the applicable special servicer will have the right to reduce or elect not to charge the percentage interest of any fee due to the other and (B) to the extent either of the applicable master servicer or the applicable special servicer exercises its right to reduce or elect not to charge its respective percentage interest in any fee, the party that reduced or elected not to charge such fee will not have any right to share in any part of the other party’s portion of such fee. If the applicable master servicer decides not to charge any fee, the applicable special servicer will nevertheless be entitled to charge its portion of the related fee to which the applicable special servicer would have been entitled if the applicable master servicer had charged a fee and the applicable master servicer will not be entitled to any of such fee charged by the applicable special servicer. Similarly if the applicable special servicer decides not to charge any fee, the applicable master servicer will nevertheless be entitled to charge its portion of the related fee to which the applicable master servicer would have been entitled if the applicable special servicer had charged a fee and the applicable special servicer will not be entitled to any portion of such fee charged by the applicable master servicer.

Each Non-Serviced Mortgage Loan is serviced under the related Non-Serviced PSA (including on those occasions under such Non-Serviced PSA when the servicing of such Non-Serviced Mortgage Loan has been transferred from the related Non-Serviced Master Servicer to the related Non-Serviced Special Servicer). Accordingly, in its capacity as the special servicer under the PSA, neither special servicer will be entitled to receive any special servicing compensation for any Non-Serviced Mortgage Loan. Only the related Non-Serviced Special Servicer will be entitled to special servicing compensation on any such Non-Serviced Mortgage Loan and only the related Non-Serviced Special Servicer will be entitled to special servicing compensation on any related Non-Serviced Whole Loan.

Disclosable Special Servicer Fees

The PSA will provide that each special servicer and its affiliates will be prohibited from receiving or retaining any Disclosable Special Servicer Fees in connection with the disposition, workout or foreclosure of any Mortgage Loan and Serviced Companion Loan, the management or disposition of any REO Property, or the performance of any other special servicing duties under the PSA. The PSA will also provide that, with respect to each Distribution Date, each special servicer must deliver or cause to be delivered to the applicable master servicer within two business days following the Determination Date, and such master servicer must deliver, to the extent it has received, to the certificate administrator, without charge and on the P&I Advance Date, an electronic report which discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by such special servicer or any of its affiliates with respect to such Distribution Date,

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providedthat no such report will be due in any month during which no Disclosable Special Servicer Fees were received.

“Disclosable Special Servicer Fees” means, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and related Serviced Companion Loan (including any related REO Property), any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement) received or retained by a special servicer or any of its affiliates that is paid by any person (including, without limitation, the issuing entity, any mortgagor, any manager, any guarantor or indemnitor in respect of such Mortgage Loan or Serviced Companion Loan and any purchaser of such Mortgage Loan or Serviced Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan or related Serviced Companion Loan, the management or disposition of any REO Property, and the performance by such special servicer or any such affiliate of any other special servicing duties under the PSA, other than (1) any Permitted Special Servicer/Affiliate Fees and (2) any compensation to which such special servicer is entitled pursuant to the PSA or any Non-Serviced PSA.

“Permitted Special Servicer/Affiliate Fees” means any commercially reasonable treasury management fees, banking fees, title agency fees and insurance commissions or fees received or retained by either special servicer or any of its affiliates in connection with any services performed by such party with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loan (including any related REO Property) in accordance with the PSA.

Each special servicer will be required to pay its overhead and any general and administrative expenses incurred by it in connection with its servicing activities under the PSA. A special servicer will not be entitled to reimbursement for any expenses incurred by it except as expressly provided in the PSA. See “Description of the Certificates—Distributions—Method, Timing and Amount”.

Certificate Administrator and Trustee Compensation

As compensation for the performance of its routine duties, the trustee and the certificate administrator will be paid a fee (collectively, the “Certificate Administrator/Trustee Fee”);provided that the Certificate Administrator/Trustee Fee includes the trustee fee, and the certificate administrator will pay the trustee fee to the trustee. The Certificate Administrator/Trustee Fee will be payable monthly from amounts received in respect of the Mortgage Loans and will be equal to the product of a rate equal to 0.01054%per annum (the “Certificate Administrator/Trustee Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans and will be calculated in the same manner as interest is calculated on such Mortgage Loans or REO Loans.

Operating Advisor Compensation

The operating advisor will be paid a fee of $5,000 (the “Operating Advisor Upfront Fee”) on the Closing Date. An additional fee of the operating advisor (the “Operating Advisor Fee”) will be payable monthly from amounts received in respect of each Mortgage Loan (excluding any related Companion Loan) and REO Loan, and will be equal to the product of a rate equal to (i) 0.00223%per annum, except with respect to the Airport Business Center Mortgage Loan and the North Bay Portfolio Mortgage Loan (ii) 0.00412%per annumwith respect to the Airport Business Center Mortgage Loan and (iii) 0.00509%per annumwith respect to the North Bay Portfolio Mortgage Loan (each, an “Operating Advisor Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans and will be

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calculated in the same manner as interest is calculated on such Mortgage Loans and REO Loans.

An “Operating Advisor Consulting Fee” will be payable to the operating advisor with respect to each Major Decision on which the operating advisor has consultation obligations and performed its duties with respect to that Major Decision. The Operating Advisor Consulting Fee will be a fee for each such Major Decision equal to $10,000 (or such lesser amount as the related borrower agrees to pay) with respect to any Serviced Mortgage Loan (other than any Servicing Shift Mortgage Loan);providedthat the operating advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision;provided,further,however, that to the extent such fee is incurred after the outstanding Certificate Balances of the Control Eligible Certificates and the corresponding portion of the RR Interest have been reduced to zero as a result of the allocation of Realized Losses to such certificates, such fee will be payable in full to the operating advisor as a trust fund expense.

Each of the Operating Advisor Fee and the Operating Advisor Consulting Fee will be payable from funds on deposit in the Collection Accounts out of amounts otherwise available to make distributions on the certificates as described above in “—Withdrawals from the Collection Accounts”, but with respect to the Operating Advisor Consulting Fee, only as and to the extent that such fee is actually received from the related borrower (other than as described above). If the operating advisor has consultation rights with respect to a Major Decision, the PSA will require the applicable master servicer or special servicer, as applicable, to use commercially reasonable efforts consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related borrower in connection with such Major Decision, only to the extent not prohibited by the related Mortgage Loan documents, and in no event will it take any enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection. The applicable master servicer or special servicer, as applicable, will each be permitted to waive or reduce the amount of any such Operating Advisor Consulting Fee payable by the related borrower if it determines that such full or partial waiver is in accordance with the Servicing Standard;provided that such master servicer or special servicer, as applicable, will be required to consult, on a non-binding basis, with the operating advisor prior to any such waiver or reduction.

In addition to the Operating Advisor Fee and the Operating Advisor Consulting Fee, the operating advisor will be entitled to reimbursement of Operating Advisor Expenses in accordance with the terms of the PSA. “Operating Advisor Expenses” for each Distribution Date will equal any unreimbursed indemnification amounts or additional trust fund expenses payable to the operating advisor pursuant to the PSA (other than the Operating Advisor Fee and the Operating Advisor Consulting Fee).

Asset Representations Reviewer Compensation

The asset representations reviewer will be paid a fee of $5,000 (the “Asset Representations Reviewer Upfront Fee”) on the Closing Date. As compensation for the performance of its routine duties, the asset representations reviewer will be paid a fee (the “Asset Representations Reviewer Fee”). The Asset Representations Reviewer Fee will be payable monthly from amounts received in respect of each Mortgage Loan (including each Non-Serviced Mortgage Loan, but excluding any Companion Loan) and REO Loan, will be equal to the product of a rate equal to 0.00044%per annum (the “Asset Representations Reviewer Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans and will be calculated in the same manner as interest is calculated on such Mortgage Loans. In connection with each Asset Review with respect to (a) each Delinquent Loan

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identified on Annex A-1 as not being secured by a residential cooperative property (a “Subject Loan”), the asset representations reviewer will be required to be paid a fee equal to the sum of (i) $15,000 multiplied by the number of Subject Loans, plus (ii) $1,500 per Mortgaged Property relating to the Subject Loans in excess of one Mortgaged Property per Subject Loan, plus (iii) $2,000 per Mortgaged Property relating to a Subject Loan subject to a ground lease, plus (iv) $1,000 per Mortgaged Property relating to a Subject Loan subject to a franchise agreement, hotel management agreement or hotel license agreement, subject, in the case of each of clauses (i) through (iv), to adjustments on the basis of the year-end “Consumer Price Index for All Urban Consumers” as published by the U.S. Department of Labor, or other similar index if the Consumer Price Index for All Urban Consumers is no longer calculated for the year of the Closing Date and for the year of the occurrence of the Asset Review, and (b) each Delinquent Loan identified on Annex A-1 as being secured by a residential cooperative property, the asset representations reviewer will be required to be paid a fee equal to $10,000 (any such fee, the “Asset Representations Reviewer Asset Review Fee”).

The Asset Representations Reviewer Fee will be payable from funds on deposit in the Collection Accounts out of amounts otherwise available to make distributions on the certificates as described above in “—Withdrawals from the Collection Accounts”. The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan will be required to be paid by the related mortgage loan seller;provided, however, that if the related mortgage loan seller is insolvent or fails to pay such amount within 90 days of written invoice therefor by the asset representations reviewer, such fee will be paid by the trust following delivery by the asset representations reviewer of evidence reasonably satisfactory to the applicable master servicer of such insolvency or failure to pay such amount (which evidence may be an officer’s certificate of the asset representations reviewer);provided, further,that notwithstanding any payment of such fee by the issuing entity to the asset representations reviewer, such fee will remain an obligation of the related mortgage loan seller and the Enforcing Servicer will be required to pursue remedies against such mortgage loan seller to recover any such amounts to the extent paid by the issuing entity. The Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan is required to be included in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review and that is repurchased by the related mortgage loan seller, and such portion of the Purchase Price received will be used to reimburse the trust for any such fees paid to the asset representations reviewer pursuant to the terms of the PSA.

CREFC^®Intellectual Property Royalty License Fee

A CREFC^® Intellectual Property Royalty License Fee will be paid to CREFC^® on a monthly basis.

“CREFC^®Intellectual Property Royalty License Fee” with respect to each Mortgage Loan and REO Loan (other than the portion of an REO Loan related to any Serviced Pari Passu Companion Loan) and for any Distribution Date is the amount accrued during the related Interest Accrual Period at the CREFC^® Intellectual Property Royalty License Fee Rate on the Stated Principal Balance of such Mortgage Loan and REO Loan as of the close of business on the Distribution Date in such Interest Accrual Period;provided that such amounts will be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan and REO Loan is computed and will be prorated for partial periods. The CREFC^® Intellectual Property Royalty License Fee is a fee payable to CREFC^® for a license to use the CREFC^® Investor Reporting Package in connection with the servicing and administration, including delivery of periodic

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reports to the Certificateholders, of the issuing entity pursuant to the PSA. No CREFC^®Intellectual Property Royalty License Fee will be paid on any Companion Loan.

“CREFC^®Intellectual Property Royalty License Fee Rate” with respect to each Mortgage Loan is a rate equal to 0.00050%per annum.

Appraisal Reduction Amounts

After an Appraisal Reduction Event has occurred with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan, an Appraisal Reduction Amount and an Allocated Appraisal Reduction Amount are required to be calculated. An “Appraisal Reduction Event” will occur on the earliest of:

(1)        120 days after an uncured delinquency (without regard to the application of any grace period), other than any uncured delinquency in respect of a balloon payment, occurs in respect of the Mortgage Loan or a related Companion Loan, as applicable;

(2)        the date on which a reduction in the amount of Periodic Payments on the Mortgage Loan or Companion Loan, as applicable, or a change in any other material economic term of the Mortgage Loan or Companion Loan, as applicable (other than an extension of its maturity), becomes effective as a result of a modification of the related Mortgage Loan or Companion Loan, as applicable, by either special servicer;

(3)        30 days after the date on which a receiver has been appointed for the Mortgaged Property;

(4)        30 days after the date on which a borrower or the tenant at a single tenant property declares bankruptcy (and the bankruptcy petition is not otherwise dismissed within such time);

(5)        60 days after the date on which an involuntary petition of bankruptcy is filed with respect to the borrower if not dismissed within such time;

(6)        90 days after an uncured delinquency occurs in respect of a balloon payment with respect to such Mortgage Loan or Companion Loan, except where a refinancing or sale is anticipated within 120 days after the maturity date of the Mortgage Loan and related Companion Loan in which case 120 days after such uncured delinquency; and

(7)        immediately after a Mortgage Loan or related Companion Loan becomes an REO Loan;

provided,however, that the 30-day period referenced in clauses (3) and (4) above will not apply if the related Mortgage Loan is a Specially Serviced Loan.

No Appraisal Reduction Event may occur at any time when the Certificate Balances of all classes of Subordinate Certificates have been reduced to zero.

The “Appraisal Reduction Amount” for any Distribution Date and for any Mortgage Loan (other than any Non-Serviced Mortgage Loan), Serviced Companion Loan or Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the applicable special servicer (prior to the occurrence and continuance of a Consultation Termination Event, in consultation with the Directing Certificateholder (except in the case of an Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class) and, after the occurrence and during the continuance of a Control Termination Event, in consultation with the Directing Certificateholder (except with

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respect to any such Excluded Loan) and the operating advisor and, after the occurrence and during the continuance of a Consultation Termination Event, in consultation with the operating advisor), as of the first Determination Date that is at least 10 business days following the later of (i) the date on which the applicable special servicer receives an appraisal (together with information requested by the applicable special servicer from the applicable master servicer in accordance with the PSA) or conducts a valuation described below and (ii) the occurrence of such Appraisal Reduction Event, equal to the excess of

(a) the Stated Principal Balance of that Mortgage Loan or the Stated Principal Balance of the applicable Serviced Whole Loan, as the case may be, over

(b) the excess of

1.    the sum of

a) 90% of the appraised value of the related Mortgaged Property as determined (A) by one or more MAI appraisals obtained by the applicable special servicer with respect to that Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which will be paid by the applicable master servicer as an Advance), or (B) by an internal valuation performed by the applicable special servicer (or at the applicable special servicer’s election, by one or more MAI appraisals obtained by such special servicer) with respect to any Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan with an outstanding principal balance less than $2,000,000, minus with respect to any MAI appraisals such downward adjustments as such special servicer may make (without implying any obligation to do so) based upon its review of the appraisals and any other information it deems relevant; in the case of a residential cooperative property, such appraised value will be determined (i) except as provided in clause (ii) below, in the case of each Mortgaged Property, assuming such Mortgaged Property is operated as a residential cooperative with such value, in general, to equal the sum of (x) the gross share value of all cooperative units in such residential cooperative property (applying a discount for units that are subject to existing rent regulated, rent stabilized or rent controlled rental tenants as and if deemed appropriate by the appraiser), based in part on various comparable sales of cooperative apartment units in the market, plus (y) the amount of the underlying debt encumbering such residential cooperative property and (ii) if the applicable special servicer determines, in accordance with the Servicing Standard, that there is no reasonable expectation that the related Mortgaged Property will be operated as a residential cooperative following any work-out or liquidation of the related Mortgage Loan, assuming such Mortgaged Property is operated as a multifamily rental property; and

b) all escrows, letters of credit and reserves in respect of that Mortgage Loan or Serviced Whole Loan as of the date of calculation; over

2.   the sum as of the Due Date occurring in the month of the date of determination of

a) to the extent not previously advanced by the applicable master servicer or the trustee, all unpaid interest due on that Mortgage Loan or Serviced Whole Loan at aper annumrate equal to the Mortgage Rate,

b) all P&I Advances on the related Mortgage Loan and all Servicing Advances on the related Mortgage Loan or Serviced Whole Loan not reimbursed from the proceeds

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of such Mortgage Loan or Serviced Whole Loan and interest on those Advances at the Reimbursement Rate in respect of that Mortgage Loan or Serviced Whole Loan, and

c) all currently due and unpaid real estate taxes and assessments, insurance premiums and ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including any capitalized interest whether or not then due and payable) with respect to such Mortgage Loan or Serviced Whole Loan (which taxes, premiums, ground rents and other amounts have not been the subject of an Advance by the applicable master servicer, the applicable special servicer or the trustee, as applicable).

Each Serviced Whole Loan will be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount with respect to the Mortgage Loan and Companion Loans, as applicable, that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of a Serviced Whole Loan will be allocated,first, to any related Serviced Subordinate Companion Loan (until its principal balance is notionally reduced to zero by such related Appraisal Reduction Amounts) in accordance with the related Intercreditor Agreement andsecond,pro rata, between the related Mortgage Loan and the related Serviced Pari Passu Companion Loans based upon their respective outstanding principal balances.

The “Allocated Appraisal Reduction Amount” means, with respect to any Appraisal Reduction Amount, the Non-Retained Percentage of such Appraisal Reduction Amount.

The “Allocated Cumulative Appraisal Reduction Amount” means, with respect to any Cumulative Appraisal Reduction Amount, the Non-Retained Percentage of such Cumulative Appraisal Reduction Amount.

The applicable special servicer will be required to use reasonable efforts to order an appraisal or conduct a valuation promptly upon the occurrence of an Appraisal Reduction Event (other than with respect to a Non-Serviced Whole Loan). On the first Determination Date occurring on or after the tenth business day following the later of (a) receipt of the MAI appraisal or the completion of the valuation and (b) the occurrence of such Appraisal Reduction Event, such special servicer will be required to calculate and report to the applicable master servicer, the trustee, the certificate administrator, the operating advisor and, prior to the occurrence and continuance of any Consultation Termination Event, the Directing Certificateholder, the Appraisal Reduction Amount, taking into account the results of such appraisal or valuation and information from such master servicer delivered in accordance with the PSA.

Following the applicable master servicer’s receipt from the applicable special servicer of the calculation of the Appraisal Reduction Amounts, such master servicer will be required to provide such information to the certificate administrator in the form of the CREFC^® loan periodic update file, and the certificate administrator will calculate the Allocated Appraisal Reduction Amount and the Allocated Cumulative Appraisal Reduction Amount.

Each such report of the Appraisal Reduction Amount will also be forwarded by the applicable master servicer (or the applicable special servicer if the related Mortgage Loan is a Specially Serviced Loan), to the extent the related Serviced Pari Passu Companion Loan has been included in a securitization transaction, to the master servicer of such securitization into which the related Serviced Pari Passu Companion Loan has been sold, or to the holder of any related Serviced Pari Passu Companion Loan by the master servicer (or the special servicer if the related Mortgage Loan is a Specially Serviced Loan).

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In the event that the applicable special servicer has not received any required MAI appraisal within 60 days after the Appraisal Reduction Event (or, in the case of an appraisal in connection with an Appraisal Reduction Event described in clauses (1) and (6) of the definition of Appraisal Reduction Event above, within 120 days (in the case of clause (1)) or 90 or 120 days (in the case of clause (6)), respectively, after the initial delinquency for the related Appraisal Reduction Event), the Appraisal Reduction Amount will be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan (or Serviced Whole Loan) until an MAI appraisal or valuation is received (together with information requested by the applicable special servicer from the applicable master servicer in accordance with the PSA) or performed by such special servicer and the Appraisal Reduction Amount is calculated by such special servicer as of the first Determination Date that is at least 10 business days after the later of (a) the special servicer’s receipt of such MAI appraisal or the completion of the valuation and receipt of information from the master servicer in the master servicer’s possession reasonably necessary to calculate the Appraisal Reduction Amount and (b) the occurrence of such Appraisal Reduction Event. The applicable master servicer will provide (via electronic delivery) the applicable special servicer with any information in its possession that is reasonably required to determine, redetermine, calculate or recalculate any Appraisal Reduction Amount pursuant to its definition using reasonable efforts to deliver such information within four business days of such special servicer’s reasonable request;provided, that the applicable special servicer’s failure to timely make such a request will not relieve the applicable master servicer of its obligation to use reasonable efforts to provide such information to such special servicer within 4 business days following such special servicer’s reasonable request. The master servicers will not calculate Appraisal Reduction Amounts.

With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless the Mortgage Loan or Serviced Whole Loan has remained current for 3 consecutive Periodic Payments, and with respect to which no other Appraisal Reduction Event has occurred with respect to that Mortgage Loan or Serviced Whole Loan during the preceding 3 months (for such purposes taking into account any amendment or modification of such Mortgage Loan or Serviced Whole Loan)), the applicable special servicer is required (i) within 30 days of each anniversary of the related Appraisal Reduction Event and (ii) upon its determination that the value of the related Mortgaged Property has materially changed, to notify the applicable master servicer of the occurrence of such anniversary or determination and to order an appraisal (which may be an update of a prior appraisal), the cost of which will be paid by such master servicer as a Servicing Advance (or to the extent it would be a Nonrecoverable Advance, an expense of the issuing entity paid out of the Collection Accounts), or to conduct an internal valuation, as applicable. Based upon the appraisal or valuation and receipt of information reasonably requested by the applicable special servicer from the applicable master servicer necessary to calculate the Appraisal Reduction Amount, such special servicer is required to determine or redetermine, as applicable, and report to such master servicer, the trustee, the certificate administrator, the operating advisor and, prior to the occurrence and continuance of a Consultation Termination Event and other than with respect to any Mortgage Loan that is an Excluded Loan as to such party, to the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount with respect to the Mortgage Loan or Serviced Whole Loan, as applicable. Such report will also be forwarded to the holder of any related Serviced Companion Loan by the applicable master servicer (or the applicable special servicer if the related Whole Loan is a Specially Serviced Loan). Prior to the occurrence and continuance of a Consultation Termination Event (and unless the related Mortgage Loan is an Excluded Loan as to such party), the applicable special servicer will consult with the Directing Certificateholder with respect to any appraisal, valuation or downward adjustment

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in connection with an Appraisal Reduction Amount. Notwithstanding the foregoing, the applicable special servicer will not be required to obtain an appraisal or valuation with respect to a Mortgage Loan or Serviced Whole Loan that is the subject of an Appraisal Reduction Event to the extent such special servicer has obtained an appraisal or valuation with respect to the related Mortgaged Property within the 12-month period prior to the occurrence of the Appraisal Reduction Event. Instead, the applicable special servicer may use the prior appraisal or valuation in calculating any Appraisal Reduction Amount with respect to the Mortgage Loan or Serviced Whole Loan,provided that such special servicer is not aware of any material change to the Mortgaged Property that has occurred that would affect the validity of the appraisal or valuation.

Each Non-Serviced Mortgage Loan is subject to provisions in the related Non-Serviced PSA relating to appraisal reductions that are similar, but not necessarily identical, to the provisions described above. The existence of an appraisal reduction under a Non-Serviced PSA in respect of the related Non-Serviced Mortgage Loan will proportionately reduce the applicable master servicer’s or the trustee’s, as the case may be, obligation to make P&I Advances on the related Non-Serviced Mortgage Loan and will generally have the effect of reducing the amount otherwise available for distributions to the Certificateholders. Pursuant to such Non-Serviced PSA, the related Non-Serviced Mortgage Loan will be treated, together with each related Non-Serviced Companion Loan, as a single mortgage loan for purposes of calculating an appraisal reduction amount with respect to the loans that comprise a Non-Serviced Whole Loan. Any appraisal reduction calculated with respect to a Non-Serviced Whole Loan will generally be allocatedfirst, to any related Subordinate Companion Loan(s) andthen, to the related Non-Serviced Mortgage Loan and the related Non-Serviced Pari Passu Companion Loan(s), on apro rata basis based upon their respective Stated Principal Balances. Any appraisal reduction amount determined under such Non-Serviced PSA and allocable to such Non-Serviced Mortgage Loan pursuant to the related intercreditor agreement will constitute an “Appraisal Reduction Amount” under the terms of the PSA with respect to the Non-Serviced Mortgage Loan.

If any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any Serviced Whole Loan previously subject to an Appraisal Reduction Amount becomes a Corrected Loan, and no other Appraisal Reduction Event has occurred and is continuing with respect to such Mortgage Loan or Serviced Whole Loan, the Appraisal Reduction Amount and the related Appraisal Reduction Event will cease to exist.

As a result of calculating one or more Appraisal Reduction Amounts (and, in the case of any Whole Loan, to the extent allocated in the related Mortgage Loan), the amount of any required P&I Advance will be reduced, which will have the effect of reducing the allocable amount of interest available to the most subordinate class of certificates then-outstanding (i.e.,first, to the Class G certificates,second, to the Class F certificates,third, to the Class E certificates,fourth, to the Class D certificates,fifth, to the Class C certificates,sixth, to the Class B certificates,seventh, to the Class A-S certificates, andfinally,pro rata based on their respective interest entitlements, to the Senior Certificates). See “—Advances”. The resulting reduction of interest entitlements will also result in a corresponding reduction in any amount of the interest entitlement of the RR Interest.

Appraisal Reduction Amounts and Cumulative Appraisal Reduction Amounts allocated to a related Mortgage Loan will be allocated between the RR Interest on the one hand and the Non-Retained Certificates, on the other hand, based on the Required Credit Risk Retention Percentage and the Non-Retained Percentage, respectively.

As of the first Determination Date following a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becoming an AB Modified Loan, the applicable special servicer will be

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required to calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent appraisal obtained by the applicable special servicer with respect to such Mortgage Loan, and all other information relevant to a Collateral Deficiency Amount determination. The applicable master servicer will be required to provide (via electronic delivery) the applicable special servicer with any information in its possession that is reasonably required to determine, redetermine, calculate or recalculate any Collateral Deficiency Amount for any Serviced Mortgage Loan and any Serviced Companion Loan using reasonable efforts to deliver such information within 4 business days of the special servicer’s reasonable request. Upon obtaining knowledge or receipt of notice by the applicable master servicer that a Non-Serviced Mortgage Loan has become an AB Modified Loan, the applicable master servicer will be required to (i) promptly request from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee the most recent appraisal with respect to such AB Modified Loan, in addition to all other information reasonably required by the applicable master servicer to calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, and (ii) as of the first Determination Date following receipt by the applicable master servicer of the appraisal and any other information set forth in the immediately preceding clause (i) that such master servicer reasonably expects to receive, calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent appraisal obtained by the Non-Serviced Special Servicer with respect to such Non-Serviced Mortgage Loan, and all other information in its possession relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by any other party to the PSA that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such party will be required to promptly notify the applicable master servicer thereof. None of the master servicers (with respect to Serviced Mortgage Loans), the special servicers (with respect to Non-Serviced Mortgage Loans), the trustee, the operating advisor or the certificate administrator will calculate or verify any Collateral Deficiency Amount.

A “Cumulative Appraisal Reduction Amount” as of any date of determination for any Mortgage Loan, is equal to the sum of (i) all Appraisal Reduction Amounts then in effect, and (ii) with respect to any AB Modified Loan, any Collateral Deficiency Amount then in effect. The applicable master servicer and the certificate administrator will be entitled to conclusively rely on the applicable special servicer’s calculation or determination of any Cumulative Appraisal Reduction Amount with respect to a Serviced Mortgage Loan. With respect to a Non-Serviced Mortgage Loan, the applicable special servicer, the applicable master servicer and the certificate administrator will be entitled to conclusively rely on the applicable Non-Serviced Special Servicer’s calculation or determination of any Appraisal Reduction Amount with respect to such Mortgage Loan and the applicable special servicer and the certificate administrator will be entitled to conclusively rely on the applicable master servicer’s calculation or determination of any Collateral Deficiency Amount with respect to such Mortgage Loan.

“AB Modified Loan” means any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition any Non-Serviced Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto) pursuant to the related Non-Serviced PSA) due to a modification thereto that resulted in the creation of an A/B note structure (or similar structure) and as to which the new junior note(s) did not previously exist or the principal amount of the new junior note(s) was previously part of either an A note held by the issuing entity or the original unmodified Mortgage Loan and (2) as to which an Appraisal Reduction Amount is not in effect.

“Collateral Deficiency Amount” means, with respect to any AB Modified Loan as of any date of determination, the excess of (i) the Stated Principal Balance of such AB Modified

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Loan (taking into account the related junior note(s) and anypari passunotes included therein), over (ii) the sum of (in the case of a Whole Loan, solely to the extent allocable to the subject Mortgage Loan) (x) the most recent appraised value for the related Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account in such appraised value (or in the calculation of any related Appraisal Reduction Amount) and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such determination, any capital or additional collateral contributed by the related borrower at the time the Mortgage Loan became (and as part of the modification related thereto) such AB Modified Loan for the benefit of the related Mortgaged Property or Mortgaged Properties (providedthat in the case of an Non-Serviced Mortgage Loan, the amounts set forth in this clause (y) will be taken into account solely to the extent relevant information is received by the applicable master servicer), plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y) and solely to the extent not reflected or taken into account in the calculation of any related Appraisal Reduction Amount) held by the lender in respect of such AB Modified Loan as of the date of such determination, which such excess, for the avoidance of doubt, will be determined separately from and exclude any related Appraisal Reduction Amounts. The applicable master servicer, the operating advisor and the certificate administrator will be entitled to conclusively rely on the applicable special servicer’s calculation or determination of any Collateral Deficiency Amount (other than with respect to a Non-Serviced Mortgage Loan). The applicable special servicer shall be entitled to conclusively rely on the applicable master servicer’s calculation of any Collateral Deficiency Amount with respect to a Non-Serviced Mortgage Loan.

“Allocated Collateral Deficiency Amount” means, with respect to any Collateral Deficiency Amount, the Non-Retained Percentage of such Collateral Deficiency Amount.

For purposes of (x) determining the Controlling Class and the occurrence and continuance of a Control Termination Event, and (y) determining the Voting Rights of the related Classes for purposes of removal of the applicable Special Servicer or the Operating Advisor, Allocated Appraisal Reduction Amounts and Allocated Collateral Deficiency Amounts allocated to a related Mortgage Loan will be allocated to each class of Principal Balance Certificates (other than the RR Interest) in reverse sequential order to notionally reduce their Certificate Balances until the Certificate Balances of each such class is notionally reduced to zero (i.e., first, to Class G certificates, second, to the Class F certificates, third, to the Class E certificates, fourth, to the Class D certificates, fifth, to the Class C certificates, sixth, to the Class B certificates, seventh, to the Class A-S certificates, and finally,pro rata based on their respective Certificate Balances, to the Senior Certificates (other than the Class X-A, Class X-B, Class X-D and Class X-E certificates).

In addition, for purposes of determining the Controlling Class and the occurrence and continuance of a Control Termination Event, Allocated Collateral Deficiency Amounts allocated to a related AB Modified Loan will be allocated to each class of Control Eligible Certificates in reverse sequential order to notionally reduce the Certificate Balance thereof until the related Certificate Balance of each such class is reduced to zero (i.e., first, to Class G certificates, second, to the Class F certificates, and third, to the Class E certificates). For the avoidance of doubt, for purposes of determining the Controlling Class and the occurrence of a Control Termination Event, any Class of Control Eligible Certificates will be allocated both applicable Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts (the sum of which will constitute the applicable “Cumulative Appraisal Reduction Amount”), but only to the extent of the Allocated Appraisal Reduction Amounts and Allocated Cumulative Appraisal Reduction Amounts as described in this paragraph.

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With respect to any Appraisal Reduction Amount or Collateral Deficiency Amount calculated for purposes of determining the Controlling Class and the occurrence and continuance of a Control Termination Event, the appraised value of the related Mortgaged Property will be determined on an “as-is” basis. The applicable special servicer (in the case of a Serviced Mortgage Loan) or the applicable master servicer (in the case of a Non-Serviced Mortgage Loan) will be required to promptly notify the applicable master servicer or the applicable special servicer, as the case may be, and the applicable master servicer will be required to notify the certificate administrator of (i) any Appraisal Reduction Amount, (ii) any Collateral Deficiency Amount, and (iii) any resulting Cumulative Appraisal Reduction Amount, and the certificate administrator will be required to promptly post notice of such Appraisal Reduction Amount, Collateral Deficiency Amount and/or Cumulative Appraisal Reduction Amount, as applicable, to the certificate administrator’s website.

Any class of Control Eligible Certificates, the Certificate Balance of which (taking into account the application of any Appraisal Reduction Amounts or Collateral Deficiency Amounts to notionally reduce the Certificate Balance of such class) has been reduced to less than 25% of its initial Certificate Balance, is referred to as an “Appraised-Out Class”. Any Appraised-Out Class will no longer be the Controlling Class;provided,however, that if at any time, the Certificate Balances of the Principal Balance Certificates other than the Control Eligible Certificates and the RR Interest have been reduced to zero as a result of principal payments on the Mortgage Loans, then the Controlling Class will be the most subordinate class of Control Eligible Certificates that has an aggregate Certificate Balance greater than zero without regard to any Cumulative Appraisal Reduction Amounts. Notwithstanding any of the foregoing to the contrary, the holder of the majority (by Certificate Balance) of an Appraised-Out Class will have the right, at their sole expense, to require the applicable special servicer to order (or, with respect to a Non-Serviced Mortgage Loan, require the applicable master servicer to request from the applicable Non-Serviced Special Servicer) a second appraisal of any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount (such holders, the “Requesting Holders”). The applicable special servicer will be required to use its reasonable efforts to cause such appraisal to be delivered within 30 days from receipt of the Requesting Holders’ written request and will cause such appraisal to be prepared on an “as-is” basis by an MAI appraiser. With respect to any such Non-Serviced Mortgage Loan, the applicable master servicer will be required to use commercially reasonable efforts to obtain such second appraisal from the applicable Non-Serviced Special Servicer and to forward such second appraisal to the applicable special servicer. Upon receipt of such supplemental appraisal, the applicable master servicer (for Collateral Deficiency Amounts on Non-Serviced Mortgage Loans), the Non-Serviced Special Servicer (for Appraisal Reduction Amounts on Non-Serviced Mortgage Loans to extent provided for in the applicable Non-Serviced PSA and applicable Intercreditor Agreement) and the applicable special servicer (for any Serviced Mortgage Loan) will be required to determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental appraisal, any recalculation of the applicable Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, is warranted and, if so warranted, such person will be required to recalculate such Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based upon such supplemental appraisal and (for any Serviced Mortgage Loan) receipt of information from the applicable master servicer as described above. If required by any such recalculation, the applicable Appraised-Out Class will be reinstated as the Controlling Class and each other Appraised-Out Class will, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, if applicable. The certificate administrator, the operating advisor and the special servicers will be entitled to conclusively rely on the applicable master servicer’s calculation or

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determination of any Collateral Deficiency Amount with respect to Non-Serviced Mortgage Loans.

In addition, the Requesting Holders of any Appraised-Out Class will have the right to challenge the Collateral Deficiency Amount and to require the special servicer to order an additional appraisal of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) as to which there exists a Collateral Deficiency Amount if an event has occurred at, or with respect to, the related Mortgaged Property or Mortgaged Properties that would have a material effect on its or their appraised value, and the special servicer is required to use reasonable efforts to obtain an appraisal from an MAI appraiser reasonably acceptable to the special servicer within 30 days from receipt of the Requesting Holders’ written request.

Any Appraised-Out Class may not exercise any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as such class is reinstated as the Controlling Class; the rights of the Controlling Class will be exercised by the next most senior class of Control Eligible Certificates that is not an Appraised-Out Class, if any, during such period.

With respect to each Non-Serviced Mortgage Loan, the related Non-Serviced Directing Certificateholder will be subject to provisions similar to those described above. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

With respect to any Serviced A/B Whole Loan, the holder of the related Subordinate Companion Loan may in certain circumstances post collateral to avoid a change of control as described in “Description of the Mortgage Pool—The Whole Loans”.

Maintenance of Insurance

To the extent permitted by the related Mortgage Loan and required by the Servicing Standard, the applicable master servicer (with respect to the Mortgage Loans and any related Serviced Companion Loan, but excluding any Non-Serviced Mortgage Loan) will be required to use efforts consistent with the Servicing Standard to cause each borrower to maintain, and the applicable special servicer (with respect to REO Properties other than a Mortgaged Property securing a Non-Serviced Whole Loan and subject to the conditions set forth in the following sentence) will maintain, for the related Mortgaged Property all insurance coverage required by the terms of the related Mortgage Loan documents;provided,however, that such master servicer (with respect to Mortgage Loans and any related Serviced Companion Loan) will not be required to cause the borrower to maintain and such special servicer (with respect to REO Properties) will not be required to maintain terrorism insurance to the extent that the failure of the related borrower to do so is an Acceptable Insurance Default (as defined below) or if the trustee does not have an insurable interest. Insurance coverage is required to be in the amounts (which, in the case of casualty insurance, is generally equal to the lesser of the outstanding principal balance of the related Mortgage Loan and the replacement cost of the related Mortgaged Property), and from an insurer meeting the requirements, set forth in the related Mortgage Loan documents. If the borrower does not maintain such coverage, the applicable master servicer (with respect to such Mortgage Loans and any related Serviced Companion Loan) or the applicable special servicer (with respect to REO Properties other than a Mortgaged Property securing a Non-Serviced Whole Loan), as the case may be, will be required to maintain such coverage to the extent such coverage is available at commercially reasonable rates and the trustee has an insurable interest, as determined by such master servicer (with respect to the Mortgage Loans and any related Serviced Companion Loan) or such special

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servicer (with respect to REO Properties other than a Mortgaged Property securing a Non-Serviced Whole Loan), as applicable, in accordance with the Servicing Standard;provided that if any Mortgage Loan documents permit the holder thereof to dictate to the borrower the insurance coverage to be maintained on such Mortgaged Property, the applicable master servicer or, with respect to REO Property, the applicable special servicer will impose or maintain such insurance requirements as are consistent with the Servicing Standard taking into account the insurance in place at the origination of the Mortgage Loan;provided,further, that with respect to the immediately preceding proviso the applicable master servicer will be obligated to use efforts consistent with the Servicing Standard to cause the borrower to maintain (or to itself maintain) insurance against property damage resulting from terrorist or similar acts unless the borrower’s failure is an Acceptable Insurance Default as determined by the applicable master servicer (with respect to a Non-Specially Serviced Loan) or the applicable special servicer (with respect to a Specially Serviced Loan) with (unless a Control Termination Event has occurred and is continuing and other than with respect to an Excluded Loan with respect to the Directing Certificateholder) the consent of the Directing Certificateholder or, with respect to any Serviced A/B Whole Loan, the holder of the related Subordinate Companion Loan prior to the occurrence and continuance of a Control Appraisal Period. In addition, upon request of the Risk Retention Consultation Party with respect to any individual triggering event, the applicable special servicer will be required to consult on a non-binding basis with the Risk Retention Consultation Party (only with respect to a Specially Serviced Loan and other than with respect to any Mortgage Loan that is an Excluded Loan as to such party) within the same time period as it would obtain the consent of, or consult with, the Directing Certificateholder in connection with any such determination by such special servicer of an Acceptable Insurance Default. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans” and “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties”.

Notwithstanding any contrary provision above, the master servicers will not be required to maintain, and will not be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property unless (other than with respect to a Mortgaged Property securing a Non-Serviced Mortgage Loan) such insurance was required at the time of origination of the related Mortgage Loan, the trustee has an insurable interest and such insurance is currently available at commercially reasonable rates. In addition, the master servicers and special servicers will be entitled to rely on insurance consultants (at the applicable servicer’s expense) in determining whether any insurance is available at commercially reasonable rates. After the applicable master servicer determines that a Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced Mortgage Loan) is located in an area identified as a federally designated special flood hazard area (and flood insurance has been made available), such master servicer will be required to use efforts consistent with the Servicing Standard (1) to cause the borrower to maintain (to the extent required by the related Mortgage Loan documents), and (2) if the borrower does not so maintain, to itself maintain to the extent the trustee, as mortgagee, has an insurable interest in the Mortgaged Property and such insurance is available at commercially reasonable rates (as determined by such master servicer in accordance with the Servicing Standard but only to the extent that the related Mortgage Loan permits the lender to require the coverage) a flood insurance policy in an amount representing coverage not less than the lesser of (x) the outstanding principal balance of the related Mortgage Loan (and any related Serviced Companion Loan) and (y) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended, plus such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard.

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Notwithstanding the foregoing, with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either (x) require the borrower to maintain “all-risk” property insurance (and do not expressly permit an exclusion for terrorism) or (y) contain provisions generally requiring the applicable borrower to maintain insurance in types and against such risks as the holder of such Mortgage Loan and any related Serviced Companion Loan reasonably requires from time to time in order to protect its interests, the applicable master servicer will be required to, consistent with the Servicing Standard, (A) monitor in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain exclusions in addition to those customarily found in insurance policies for mortgaged properties similar to the Mortgaged Properties on or prior to September 11, 2001 (“Additional Exclusions”) (provided that such master servicer will be entitled to conclusively rely upon certificates of insurance in determining whether such policies contain Additional Exclusions), (B) request the borrower to either purchase insurance against the risks specified in the Additional Exclusions or provide an explanation as to its reasons for failing to purchase such insurance, and (C) if the related Mortgage Loan is a Specially Serviced Loan, notify the applicable special servicer if it has knowledge that any insurance policy contains Additional Exclusions or if it has knowledge that any borrower fails to purchase the insurance requested to be purchased by such master servicer pursuant to clause (B) above. If the applicable special servicer determines in accordance with the Servicing Standard that such failure is not an Acceptable Insurance Default, such special servicer (with regard to such determination made by such special servicer) will be required to notify the applicable master servicer and such master servicer will be required to use efforts consistent with the Servicing Standard to cause such insurance to be maintained. If the applicable master servicer or special servicer, as applicable, determines that such failure is an Acceptable Insurance Default, it will be required to promptly deliver such conclusions in writing to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s website for those Mortgage Loans that (i) have one of the 10 highest outstanding principal balances of the Mortgage Loans then included in the issuing entity or (ii) comprise more than 5% of the outstanding principal balance of the Mortgage Loans then included in the issuing entity.

“Acceptable Insurance Default” means, with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related borrower to maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty insurance policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part of the related borrower to maintain with respect to the related Mortgaged Property insurance coverage with respect to damages or casualties caused by terrorist or similar acts upon terms not materially less favorable than those in place as of the Closing Date, in each case, as to which default the applicable master servicer and the applicable special servicer may forbear taking any enforcement action;provided that, subject to the consent or consultation rights of the Directing Certificateholder or the holder of any Companion Loan as described under “—The Directing Certificateholder—Major Decisions”,and/or the consultation rights of the Risk Retention Consultation Party (solely with respect to the Specially Serviced Loans), the applicable master servicer (with respect to a Non-Specially Serviced Loan) or applicable special servicer (with respect to a Specially Serviced Loan) has determined in its reasonable judgment based on inquiry consistent with the Servicing Standard that either (a) such insurance is not available at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar to the related Mortgaged Property and located in or around the region in which such related Mortgaged Property is located, or (b) such insurance is not available at any rate.

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During the period that the applicable master servicer or the applicable special servicer is evaluating the availability of such insurance, or waiting for a response from the Directing Certificateholder or the holder of any Companion Loan, or, with respect to any Serviced A/B Whole Loan, the holder of the related Subordinate Companion Loan, and/or (solely with respect to Specially Serviced Loans) upon the request of the Risk Retention Consultation Party, consulting (on a non-binding basis) with the Risk Retention Consultation Party, neither the applicable master servicer nor the applicable special servicer will be liable for any loss related to its failure to require the borrower to maintain (or its failure to maintain) such insurance and neither will be in default of its obligations as a result of such failure.

Each special servicer will be required to maintain (or cause to be maintained) fire and hazard insurance on each REO Property (other than any REO Property with respect to a Non-Serviced Mortgage Loan) for which it is acting as special servicer, to the extent obtainable at commercially reasonable rates and the trustee has an insurable interest, in an amount that is at least equal to the lesser of (1) the full replacement cost of the improvements on the REO Property, and (2) the outstanding principal balance owing on the related Mortgage Loan and any related Serviced Pari Passu Companion Loan or REO Loan, as applicable, and in any event, the amount necessary to avoid the operation of any co-insurance provisions. In addition, if the REO Property is located in an area identified as a federally designated special flood hazard area, the applicable special servicer will be required to cause to be maintained, to the extent available at commercially reasonable rates (as determined by the special servicer (prior to the occurrence and continuance of a Control Termination Event, with the consent of the Directing Certificateholder (other than with respect to any Mortgage Loan that is an Excluded Loan as to such party and any Serviced A/B Whole Loan prior to the occurrence and continuance of a Control Appraisal Period)) and, with respect to a Specially Serviced Loan and upon request of the Risk Retention Consultation Party, upon non-binding consultation with the Risk Retention Consultation Party within the same time period as it would obtain the consent of, or consult with, the Directing Certificateholder (in either such case, in accordance with the Servicing Standard)), a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration in an amount representing coverage not less than the maximum amount of insurance that is available under the National Flood Insurance Act of 1968, as amended.

The PSA provides that each master servicer may satisfy its obligation to cause each applicable borrower to maintain a hazard insurance policy and each master servicer or special servicer may satisfy its obligation to maintain hazard insurance by maintaining a blanket or master single interest or force-placed policy insuring against hazard losses on the applicable Mortgage Loans and related Serviced Companion Loan and REO Properties (other than a Mortgaged Property securing a Non-Serviced Whole Loan), as applicable. Any losses incurred with respect to Mortgage Loans (and any related Serviced Pari Passu Companion Loan) or REO Properties due to uninsured risks (including earthquakes, mudflows and floods) or insufficient hazard insurance proceeds may adversely affect payments to Certificateholders. Any cost incurred by either master servicer or either special servicer in maintaining a hazard insurance policy, if the borrower defaults on its obligation to do so, will be advanced by the applicable master servicer as a Servicing Advance and will be charged to the related borrower. Generally, no borrower is required by the Mortgage Loan documents to maintain earthquake insurance on any Mortgaged Property and the special servicers will not be required to maintain earthquake insurance on any REO Properties. Any cost of maintaining that kind of required insurance or other earthquake insurance obtained by the applicable special servicer will be paid out of the applicable REO Account or advanced by the applicable master servicer as a Servicing Advance.

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The costs of the insurance may be recovered by the applicable master servicer or the trustee, as the case may be, from reimbursements received from the borrower or, if the borrower does not pay those amounts, as a Servicing Advance as set forth in the PSA. All costs and expenses incurred by either special servicer in maintaining the insurance described above on REO Properties will be paid out of the related REO Account or, if the amount in such account is insufficient, such costs and expenses will be advanced by the applicable master servicer to such special servicer as a Servicing Advance to the extent that such Servicing Advance is not determined to be a Nonrecoverable Advance.

No pool insurance policy, special hazard insurance policy, bankruptcy bond, repurchase bond or certificate guarantee insurance will be maintained with respect to the Mortgage Loans, nor will any Mortgage Loan be subject to FHA insurance.

Modifications, Waivers and Amendments

The applicable special servicer will be responsible for processing waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision for all Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are Non-Specially Serviced Loans, and the applicable master servicer will be responsible for processing waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any related Serviced Companion Loan that, in either case, is not a Specially Serviced Loan and does not involve a Major Decision; provided that, except as otherwise set forth in this paragraph, neither a special servicer nor a master servicer may waive, modify or amend (or consent to waive, modify or amend) any provision of a Mortgage Loan and/or Serviced Companion Loan that is not in default or as to which default is not reasonably foreseeable except for (1) the waiver of any due-on-sale clause or due-on-encumbrance clause to the extent permitted in the PSA, and (2) any waiver, modification or amendment more than 3 months after the Closing Date that would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury regulations Section 1.860G-2(b) or otherwise cause any Trust REMIC to fail to qualify as a REMIC, or the Trust or any Trust REMIC to be subject to tax. With respect to any Major Decision that the applicable master servicer and the applicable special servicer have mutually agreed will be processed by such master servicer, such master servicer will not be permitted under the PSA to agree to any modification, waiver or amendment that constitutes a Major Decision without the applicable special servicer’s consent and, prior to the occurrence and continuance of a Control Termination Event, the applicable special servicer having obtained the consent of the Directing Certificateholder (or, with respect to a Serviced A/B Whole Loan prior to the occurrence and continuance of a Control Appraisal Period, the prior consent of the holder of the related Subordinate Companion Loan, to the extent required by the terms of the related Intercreditor Agreement) (which consent will be deemed given (unless earlier objected to by the Directing Certificateholder and such objection is communicated to the applicable special servicer) within 5 business days, plus, if applicable, any additional time period provided under the related Intercreditor Agreement (or, with respect to a Serviced A/B Whole Loan, the period prescribed in the related Intercreditor Agreement) of the Directing Certificateholder’s receipt from the applicable special servicer of such special servicer’s recommendation and analysis and all information reasonably requested by the Directing Certificateholder with respect to such Major Decision);provided that after the occurrence and during the continuance of a Control Termination Event, but prior to a Consultation Termination Event, a special servicer will not be permitted to agree to any such matter without such special servicer’s consultation with the Directing Certificateholder as provided in the PSA and described in this prospectus. Any agreement to a modification, waiver or amendment that constitutes a Major Decision will be subject to the process

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described in “—The Directing Certificateholder—Major Decisions” and “—Control Termination Event and Consultation Termination Event” below, including providing adequate time to accommodate the consultation rights of any Companion Holder, to the extent set forth in the related Intercreditor Agreement.

Upon receiving a request for any matter described in this section that constitutes a Major Decision with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) that is not a Specially Serviced Loan, the applicable master servicer will be required to forward such request to the applicable special servicer and, unless such master servicer and such special servicer mutually agree that such master servicer will process such request as described above, the applicable special servicer will be required to process such request (including, without limitation, interfacing with the borrower) and such master servicer will have no further obligation with respect to such request or the Major Decision.

With respect to a Mortgage Loan that is not a Specially Serviced Loan, the following actions will be performed by the applicable master servicer (each such action, a “Master Servicer Decision”) and, in connection with each such action, the applicable master servicer will not be required (other than as provided below in this paragraph) to seek or obtain the consent or approval of (or consult with) the Directing Certificateholder, the applicable special servicer or the Risk Retention Consultation Party: (i) grant waivers of non-material covenant defaults (other than financial covenants), including late (but not waived) financial statements (except, that, other than with respect to any Mortgage Loan secured by a residential cooperative property or any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, and prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder’s consent (or deemed consent) will be required to grant waivers of more than 3 consecutive late deliveries of financial statements); (ii) consents to releases of non-material, non-income producing parcels of a Mortgaged Property that do not materially affect the use or value of the related Mortgaged Property or the ability of the related borrower to pay amounts due in respect of the Mortgage Loan as and when due,provided such releases are required by the related Mortgage Loan documents; (iii) approve or consent to grants of easements or rights of way (including, without limitation, for utilities, access, parking, public improvements or another purpose) or subordination of the lien of the Mortgage Loan to easements except that, prior to the occurrence and continuance of any Control Termination Event and other than in the case of any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, the Directing Certificateholder’s consent (or deemed consent) shall be required to approve or consent to grants of easements or rights of way that materially affect the use or value of a Mortgaged Property or a borrower’s ability to make payments with respect to the related Mortgage Loan or any related Companion Loan; (iv) grant other routine approvals, including granting of subordination, non-disturbance and attornment agreements and consents involving leasing activities, including approval of new leases and amendments to current leases (other than for ground leases) (providedthat, prior to the occurrence and continuance of a Control Termination Event and other than in the case of any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, the Directing Certificateholder’s consent (or deemed consent) will be required for leasing activities that affect an area greater than or equal to the lesser of (1) 30% of the net rentable area of the improvements at the Mortgaged Property or (2) 30,000 square feet), including approval of new leases and amendments to current leases; (v) consent to actions and releases related to condemnation of parcels of a Mortgaged Property (provided that, prior to the occurrence and continuance of any Control Termination Event and other than in the case of any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, the Directing Certificateholder’s consent (or deemed

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consent) shall be required in connection with any condemnation with respect to a material parcel or a material income producing parcel or any condemnation that materially affects the use or value of the related Mortgaged Property or the ability of the related borrower to pay amounts due in respect of the related Mortgage Loan or Companion Loan when due); (vi) consent to a change in property management relating to any Mortgage Loan or any related Companion Loan if the replacement property manager is not a Borrower Party (provided that, prior to the occurrence and continuance of any Control Termination Event and other than in the case of any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, and other than any Mortgage Loan secured by a residential cooperative property, the Directing Certificateholder’s consent (or deemed consent) will be required for any Mortgage Loan (including any related Companion Loans) that has an outstanding principal balance equal to or greater than $10,000,000, other than any Mortgage Loan secured by a residential cooperative property); (vii) approve annual operating budgets for Mortgage Loans; (viii) consent to any releases or reductions of or withdrawals from (as applicable) any letters of credit, escrow funds, reserve funds or other additional collateral with respect to any Mortgage Loan, except that (other than with respect to any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, and prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Mortgage Loan secured by a residential cooperative property) the Directing Certificateholder’s consent (or deemed consent) will be required for earnout or performance reserve releases specifically scheduled in the PSA; (ix) grant any extension or enter into any forbearance with respect to the anticipated refinancing of a Mortgage Loan or sale of a Mortgaged Property after the related maturity date of such Mortgage Loan so long as (1) such extension or forbearance does not extend beyond 120 days after the related maturity date and (2) the related borrower on or before the maturity date of a Mortgage Loan has delivered a financing commitment or contract of sale, in either case subject only to normal closing conditions and satisfactory in form and substance to the applicable master servicer which provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days after the date on which such balloon payment will become due; (x) any modification, amendment, consent to a modification or waiver of any term of any Intercreditor Agreement, except that (other than with respect to any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class and other than amendments to split or resize notes consistent with the terms of such Intercreditor Agreement) the Directing Certificateholder’s consent shall be required for any such modification to an Intercreditor Agreement other than during a Control Termination Event, and if any modification or amendment would adversely impact the applicable special servicer, such modification or amendment will additionally require the consent of such special servicer as a condition to its effectiveness; (xi) any determination of an Acceptable Insurance Default, except that, prior to the occurrence and continuance of any Control Termination Event and other than in the case of any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, the Directing Certificateholder’s consent (or deemed consent) will be required in accordance with the terms of the PSA for any such determination; (xii) approve or consent to any defeasance of the related Mortgage Loan or Serviced Companion Loan other than agreeing to (A) a modification of the type of defeasance collateral required under the Mortgage Loan or Serviced Whole Loan documents such that defeasance collateral other than direct, non-callable obligations of the United States would be permitted or (B) a modification that would permit a principal prepayment instead of defeasance if the Mortgage Loan or Serviced Whole Loan documents do not otherwise permit such principal prepayment; (xiii) any determination to bring a Mortgaged Property (other than an REO Property) into compliance with applicable environmental laws or to otherwise address hazardous material located at a Mortgaged Property subject, prior

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to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, to the consent (or deemed consent) of the Directing Certificateholder; (xiv) any assumption of the Mortgage Loan or transfer of the Mortgaged Property, in each case, that the Mortgage Loan documents allow without the consent of the mortgagee but subject to satisfaction of conditions specified in the Mortgage Loan documents where no lender discretion is necessary in order to determine if such conditions are satisfied; (xv) with respect to a Mortgage Loan secured by a residential cooperative property, consent to the related borrower incurring subordinate debt secured by the related Mortgaged Property, subject to the satisfaction of certain conditions with respect to such subordinate debt; and (xvi) grant or agree to any other waiver, modification, amendment and/or consent that does not constitute a Major Decision;providedthat (A) any such action would not in any way affect a payment term of the Certificates, (B) any such action would not constitute a “significant modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b), and would not otherwise cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes (as evidenced by an opinion of counsel (at the issuing entity’s expense to the extent not reimbursed or paid by the related borrower), to the extent requesting such opinion is consistent with the Servicing Standard), (C) agreeing to such action would be consistent with the Servicing Standard, and (D) agreeing to such action would not violate the terms, provisions or limitations of the PSA or any Intercreditor Agreement;provided,further, that, with respect to any Serviced A/B Whole Loan, the foregoing matters shall not include (and Master Servicer Decision shall not include) any action that constitutes a “major decision” under the related Intercreditor Agreement. In the case of any Master Servicer Decision that requires the consent of the Directing Certificateholder, such consent will be deemed given if a response to the request for consent is not provided within 10 business days after receipt of the applicable master servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably available to such master servicer in order to grant or withhold such consent. In connection with the processing by such master servicer of any Master Servicer Decision that requires the consent of the Directing Certificateholder, the applicable master servicer will deliver notice thereof to the applicable special servicer and, prior to the occurrence and continuance of a Consultation Termination Event and other than in respect of any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, to the Directing Certificateholder, except to the extent that the applicable special servicer or the Directing Certificateholder notifies such master servicer that it does not desire to receive copies of such items.

If, and only if, the applicable special servicer determines that a modification, waiver or amendment (including the forgiveness or deferral of interest or principal or the substitution or release of collateral or the pledge of additional collateral) of the terms of a Specially Serviced Loan with respect to which a payment default or other material default has occurred or a payment default or other material default is, in such special servicer’s judgment, reasonably foreseeable, is reasonably likely to produce a greater (or equivalent) recovery on a net present value basis (the relevant discounting to be performed at the related Mortgage Rate) to the issuing entity and, if applicable, the holders of any applicable Companion Loan, than liquidation of such Specially Serviced Loan, then such special servicer may, but is not required to, agree to a modification, waiver or amendment of the Specially Serviced Loan, subject to (w) the restrictions and limitations described below, (x) (a) the approval of the Directing Certificateholder with respect to any Major Decision with respect to any Mortgage Loan other than any Excluded Loan as to such party (prior to the occurrence and continuance of a Control Termination Event or after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and

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continuance of a Consultation Termination Event, upon consultation with the Directing Certificateholder) and (b) upon request of the Risk Retention Consultation Party, with respect to a Specially Serviced Loan other than any Excluded Loan as to such party, non-binding consultation with the Risk Retention Consultation Party (within the same time period as it would obtain the approval of, or consult with, the Directing Certificateholder), in each case as provided in the PSA and described in this prospectus, (y) with respect to any Serviced A/B Whole Loan, any rights of the holder of the related Subordinate Companion Loan to consent to such modification, waiver or amendment and (z) with respect to a Serviced Whole Loan, the rights of the holder of the related Companion Loan, as applicable, to advise or consult with the applicable special servicer with respect to, or consent to, such modification, waiver or amendment, in each case, pursuant to the terms of the related intercreditor agreement and, with respect to a Mortgage Loan that has mezzanine debt, the rights of the mezzanine lender to consent to such modification, waiver or amendment, in each case, pursuant to the terms of the related intercreditor agreement.

In connection with (i) the release of a Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced Whole Loan) or any portion of such a Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced Whole Loan) or any portion of such a Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan documents require the applicable master servicer or the applicable special servicer, as applicable, to calculate (or to approve the calculation of the related borrower of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then such calculation will, unless then permitted by the REMIC provisions, exclude the value of personal property and going concern value, if any, as determined by an appropriate third party.

Each special servicer is required to use its reasonable efforts to the extent reasonably possible to fully amortize a modified Mortgage Loan prior to the Rated Final Distribution Date. Neither special servicer may agree to a modification, waiver or amendment of any term of any Specially Serviced Loan for which it is acting as special servicer if that modification, waiver or amendment would:

(1)        extend the maturity date of the Specially Serviced Loan to a date occurring later than the earlier of (A) 5 years prior to the Rated Final Distribution Date and (B) if the Specially Serviced Loan is secured solely or primarily by a leasehold estate and not the related fee interest, the date occurring 20 years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the ground lease and, (a) prior to the occurrence and continuance of a Control Termination Event, with the consent of the Directing Certificateholder and (b) upon request of the Risk Retention Consultation Party, with non-binding consultation with the Risk Retention Consultation Party within the same time period as it would obtain the consent of, or consult with, the Directing Certificateholder (in either such case, other than with respect to any Mortgage Loan that is an Excluded Loan as to such party), 10 years, prior to the end of the current term of the ground lease, plus any options to extend exercisable unilaterally by the borrower; or

(2)        provide for the deferral of interest unless interest accrues on the Mortgage Loan or any Serviced Whole Loan, generally, at the related Mortgage Rate.

If either special servicer closes any modification, waiver or amendment of any term of any Mortgage Loan (other than a Non-Serviced Whole Loan) or related Companion Loan, such special servicer will be required to notify the applicable master servicer, the holder of

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any related Serviced Companion Loan (or, to the extent the related Serviced Companion Loan has been included in a securitization transaction, to the master servicer of such securitization transaction), the related mortgage loan seller (so long as such mortgage loan seller is not a master servicer or sub-servicer of such Mortgage Loan, the Directing Certificateholder or the Risk Retention Consultation Party), the operating advisor (after the occurrence and during the continuance of a Control Termination Event), the certificate administrator, the trustee, the Directing Certificateholder (other than with respect to any Mortgage Loan that is an Excluded Loan as to such party, and unless a Consultation Termination Event has occurred and is continuing) and the Risk Retention Consultation Party (other than with respect to a Mortgage Loan that is an Excluded Loan as to such party), and the 17g-5 Information Provider, who will thereafter post any such notice to the 17g-5 Information Provider’s website. If either master servicer agrees to any modification, waiver or amendment of any term of any such Mortgage Loan or related Companion Loan, such master servicer will be required to notify the certificate administrator, the trustee, the applicable special servicer, the Directing Certificateholder (other than with respect to any Mortgage Loan that is an Excluded Loan as to such party, and unless a Consultation Termination Event has occurred and is continuing) and the Risk Retention Consultation Party (other than with respect to a Mortgage Loan that is an Excluded Loan as to such party), the related mortgage loan seller (so long as such mortgage loan seller is not a master servicer or sub-servicer of such Mortgage Loan, the Directing Certificateholder or the Risk Retention Consultation Party), the holder of any related Serviced Companion Loan (or, to the extent the related Serviced Companion Loan has been included in a securitization transaction, to the master servicer of such securitization transaction) and the 17g-5 Information Provider, who will be required to thereafter post any such notice to the 17g-5 Information Provider’s website. The party providing notice will be required to deliver to the custodian for deposit in the related Mortgage File, an original counterpart of the agreement related to the modification, waiver or amendment, promptly following the execution of that agreement, and if required, a copy to the applicable master servicer and to the holder of any related Serviced Companion Loan (or, to the extent the related Serviced Companion Loan has been included in a securitization transaction, the master servicer of such securitization transaction), all as set forth in the PSA. Copies of each agreement whereby the modification, waiver or amendment of any term of any Mortgage Loan is effected are required to be available for review during normal business hours at the offices of the custodian. See “Description of the Certificates—Reports to Certificateholders; Certain Available Information”.

The modification, waiver or amendment of a Serviced Whole Loan or a Mortgage Loan that has a related mezzanine loan will be subject to certain limitations set forth in the related intercreditor agreement. See “Risk Factors—Risks Relating to the Mortgage Loans—Other Financings or Ability to Incur Other Indebtedness Entails Risk”.

Enforcement of “Due-on-Sale” and “Due-on-Encumbrance” Provisions

The applicable master servicer (with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Companion Loan that in each case is not a Specially Serviced Loan, and as to which such matter does not involve a Major Decision) or the applicable special servicer (with respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter involves a Major Decision) will determine, in a manner consistent with the Servicing Standard, whether (a) to exercise any right it may have with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan containing a “due-on-sale” clause (1) to accelerate the payments on that Mortgage Loan and any related Companion Loan, as applicable, or (2) to withhold its consent to any sale or transfer, consistent with the Servicing Standard or (b) to

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waive its right to exercise such rights;provided,however, that if such matter is a Major Decision (i) the applicable special servicer, (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect to an Excluded Loan and other than with respect to any transfers or assumptions provided for in clauses (xiv) or (xvi) of the definition of Master Servicer Decision, has obtained the consent (or deemed consent) of the Directing Certificateholder (provided that such consent will be deemed given if a response to the request for consent is not provided within 10 business days after receipt of such special servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably available to such special servicer in order to grant or withhold such consent), (y) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event and other than with respect to an Excluded Loan, the applicable special servicer has consulted with the Directing Certificateholder, or (z) with respect to a Serviced A/B Whole Loan prior to the occurrence and continuance of a Control Appraisal Period, the prior consent of the holder of the related Subordinate Companion Loan, to the extent required by the terms of the related Intercreditor Agreement if and to the extent required, and pursuant to the process described under “—The Directing Certificateholder—Major Decisions” below and (ii) with respect to any Mortgage Loan (either alone or, if applicable, with other related Mortgage Loans) that exceeds specified size thresholds (either actual or relative), or that fails to satisfy certain other applicable conditions imposed by the Rating Agencies, in each case as set forth in the PSA, a Rating Agency Confirmation is received by the applicable master servicer or the applicable special servicer, as applicable, from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of securities backed, wholly or partially, by any Serviced Pari Passu Companion Loan (if any).

The applicable master servicer (with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Companion Loan that in each case is not a Specially Serviced Loan, and as to which such matter does not involve a Major Decision) or the applicable special servicer (with respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter involves a Major Decision) will determine, in a manner consistent with the Servicing Standard, whether (a) to exercise any right it may have with respect to a Mortgage Loan containing a “due-on-encumbrance” clause (1) to accelerate the payments thereon, or (2) to withhold its consent to the creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) to waive its right to exercise such rights, provided, however, that if such matter is a Major Decision (i) the applicable special servicer, prior to the occurrence and continuance of a Control Termination Event and other than with respect to an Excluded Loan, has obtained the prior written consent (or deemed consent) of the Directing Certificateholder (or, with respect to a Serviced A/B Whole Loan prior to the occurrence and continuance of a Control Appraisal Period, the prior consent of the holder of the related Subordinate Companion Loan, to the extent required by the terms of the related Intercreditor Agreement) if and to the extent required, and pursuant to the process described under “—The Directing Certificateholder—Major Decisions” below (other than with respect to any Mortgage Loan that is an Excluded Loan as to such party), which consent will be deemed given 10 business days after the Directing Certificateholder’s receipt of the applicable special servicer’s written recommendation and analysis with respect to such waiver and all information reasonably requested by the Directing Certificateholder, and reasonably available to the applicable special servicer with respect to such proposed waiver or proposed granting of consent and (ii) with respect to any Mortgage Loan (either alone or, if applicable, with other related Mortgage Loans) that exceeds specified size thresholds (either actual or relative), or that fails to satisfy certain other applicable conditions imposed by the Rating Agencies, the

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applicable master servicer or the applicable special servicer has received a Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then current ratings of any class of securities backed, wholly or partially, by any Serviced Companion Loan (if any).

After receiving a request for any matter described in the first two paragraphs of this section that constitutes a consent or waiver with respect to a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan that is not a Specially Serviced Loan and as to which such matter involves a Major Decision, the applicable master servicer will be required to promptly provide the applicable special servicer with written notice of any such request for such matter and, unless the applicable master servicer and the applicable special servicer mutually agree that such master servicer will process such request, such special servicer will be required to process such request (including, without limitation, interfacing with the borrower) and the related master servicer will have no further obligation with respect to such request or due-on-sale or due-on-encumbrance except as provided in the next sentence. The applicable master servicer will continue to cooperate with the applicable special servicer by delivering any additional information in the applicable master servicer’s possession to the applicable special servicer requested by the applicable special servicer relating to such consent or waiver with respect to a “due-on-sale” or “due-on-encumbrance” clause. If the applicable master servicer and applicable special servicer mutually agree that the applicable master servicer is to process such request, the applicable master servicer will be required to provide the applicable special servicer with such master servicer’s written recommendation and analysis, to the extent such master servicer is recommending approval, and all information in such master servicer’s possession that may be reasonably requested in order to grant or withhold such consent by the applicable special servicer or the Directing Certificateholder or other person with consent or consultation rights;provided that in the event that such special servicer does not respond within 10 business days after receipt of such written recommendation and analysis and all such reasonably requested information, plus the time period provided to the Directing Certificateholder or other relevant party under the PSA and, if applicable, any additional time period provided to a Companion Holder under a related Intercreditor Agreement, such special servicer’s consent to such matter will be deemed granted.

For the avoidance of doubt, with respect to any “due-on-sale” or “due-on-encumbrance” matter described above that is a Major Decision related to any Mortgage Loan that is not an Excluded Loan with respect to the Risk Retention Consultation Party or the holder of the majority of the RR Interest upon request of the Risk Retention Consultation Party, the applicable special servicer will be required to consult on a non-binding basis with the Risk Retention Consultation Party (provided, that prior to the occurrence and continuance of a Consultation Termination Event, such Mortgage Loan must also be a Specially Serviced Loan) (other than with respect to any transfers or assumptions provided for in clause (xiv) or (xvi) of the definition of “Master Servicer Decision” or any waiver of a “due-on-encumbrance” clause which waiver constitutes a Master Servicer Decision pursuant to clause (xiv), (xv) or (xvi) of the definition thereof), within the same time period as it would obtain the consent of, or consult with, the Directing Certificateholder with respect to such Major Decision.

Any modification, extension, waiver or amendment of the payment terms of a Non-Serviced Whole Loan will be required to be structured so as to be consistent with the servicing standard under the related Non-Serviced PSA and the allocation and payment priorities in the related Mortgage Loan documents and the related Intercreditor Agreement, such that neither the issuing entity as holder of such Non-Serviced Mortgage Loan nor any

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holder of the related Non-Serviced Companion Loan gains a priority over the other holder that is not reflected in the related Mortgage Loan documents and the related Intercreditor Agreement.

Notwithstanding the foregoing, with respect to the Mortgage Loans secured by residential cooperative properties, the related master servicer will be permitted to waive the enforcement of “due-on-encumbrance” clauses to permit subordinate debt secured by the related Mortgaged Property without the consent of the applicable special servicer or any other person (and without the need to obtain a Rating Agency Confirmation), but subject to the satisfaction of various conditions set forth in the PSA. The Mortgage Loans secured by residential cooperative properties do not restrict the transfer or pledge of interests in the related cooperative borrower in connection with the transfer or financing of cooperative apartment units.

Inspections

Each master servicer will be required to perform (at its own expense) or cause to be performed (at its own expense) physical inspections of each Mortgaged Property relating to a Mortgage Loan (other than a Mortgaged Property securing a Non-Serviced Mortgage Loan, which is subject to inspection pursuant to the related Non-Serviced PSA, and other than a Specially Serviced Loan) for which it is acting as master servicer with a Stated Principal Balance of (A) $2,000,000 or more at least once every 12 months and (B) less than $2,000,000 at least once every 24 months, in each case commencing in the calendar year 2019 (and each Mortgaged Property is required to be inspected on or prior to December 31, 2020) unless a physical inspection has been performed by the applicable special servicer within the previous 12 months;provided,further,however, that if any scheduled payment becomes more than 60 days delinquent on the related Mortgage Loan, such special servicer is required to inspect or cause to be inspected the related Mortgaged Property as soon as practicable after the Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as the Mortgage Loan remains a Specially Serviced Loan (the cost of which inspection, to the extent not paid by the related borrower, will be reimbursedfirst from default interest and late charges constituting additional compensation of the applicable special servicer on the related Mortgage Loan (but with respect to a Serviced Whole Loan, only amounts available for such purpose under the related Intercreditor Agreement) andthen from the Collection Accounts as an expense of the issuing entity, and in the case of a Serviced Whole Loan, as an expense of the holders of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan,pro rataandpari passu, to the extent provided in the related Intercreditor Agreement. With respect to any Serviced A/B Whole Loan, the costs will be allocated,first, as an expense of the holder of the related Subordinate Companion Loan, andsecond, as an expense of the holder of the related Mortgage Loan to the extent provided in the related Intercreditor Agreement. The applicable special servicer or master servicer, as applicable, will be required to prepare or cause to be prepared a written report of the inspection describing, among other things, the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of any vacancies at the Mortgaged Property of which the preparer of such report has knowledge and the applicable master servicer or special servicer, as applicable, deems material, of any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, of any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the applicable master servicer or special servicer, as applicable, deems material, or of any material waste committed on the Mortgaged Property to the extent evident from the inspection.

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Copies of the inspection reports referred to above that are delivered to the certificate administrator will be posted to the certificate administrator’s website for review by Privileged Persons pursuant to the PSA. See “Description of the Certificates—Reports to Certificateholders; Certain Available Information”.

Collection of Operating Information

With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), the applicable special servicer or the applicable master servicer, as applicable, will be required to use reasonable efforts to collect and review quarterly and annual (or, in the case of Mortgage Loans secured by residential cooperative properties, annual only) operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property commencing with the calendar quarter ending on June 30, 2018 and the calendar year ending on December 31, 2018. Most of the Mortgage Loan documents obligate the related borrower to deliver annual property operating statements. However, we cannot assure you that any operating statements required to be delivered will in fact be delivered, nor is the applicable special servicer or the applicable master servicer likely to have any practical means of compelling the delivery in the case of an otherwise performing Mortgage Loan. In addition, the applicable special servicer will be required to cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and to collect all such items promptly following their preparation.

Special Servicing Transfer Event

The Mortgage Loans (other than a Non-Serviced Mortgage Loan), any related Companion Loan and any related REO Properties will be serviced by the applicable special servicer under the PSA in the event that the servicing responsibilities of the related master servicer are transferred to such special servicer as described below. Such Mortgage Loans and related Companion Loan (including those loans that have become REO Properties) serviced by either special servicer are referred to in this prospectus collectively as the “Specially Serviced Loans”. Each master servicer will be required to transfer its servicing responsibilities to the applicable special servicer with respect to any Mortgage Loan (including any related Companion Loan) for which such master servicer is responsible for servicing if:

(1)        the related borrower has failed to make when due any balloon payment, and the borrower has not delivered to the applicable master servicer or the applicable special servicer, on or before the date on which the subject payment was due, a written and fully executed (subject only to customary final closing conditions) refinancing commitment (or if refinancing commitments are not then customarily issued by commercial mortgage lenders, such written, executed and binding alternative documentation as is customarily used by commercial real estate lenders for such purpose) or purchase and sale agreement from an acceptable lender or purchaser, as applicable, and reasonably satisfactory in form and substance to the applicable master servicer or the applicable special servicer, as applicable (and such master servicer or such special servicer, as applicable, will be required to promptly forward such documentation to the applicable special servicer or the applicable master servicer, as applicable) which provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days after the date on which such balloon payment will become due (provided that if either such refinancing or sale does not occur before the expiration of the time period for refinancing or sale specified in such documentation or the applicable master servicer is required to make a P&I Advance in respect of such Mortgage Loan (or, in the case of any Serviced Whole Loan, in respect of the

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Mortgage Loan included in the same Whole Loan) at any time prior to such refinancing or sale, a special servicing transfer event will occur immediately);

(2)        the related borrower has failed to make when due any Periodic Payment (other than a balloon payment) or any other payment (other than a balloon payment) required under the related mortgage note or the related mortgage, which failure continues unremedied for 60 days;

(3)        the applicable master servicer determines (in accordance with the Servicing Standard) or receives from the applicable special servicer a written determination of such special servicer (which determination the applicable special servicer is required to make in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if no Control Termination Event has occurred and is continuing (or, with respect to a Serviced A/B Whole Loan prior to the occurrence and continuance of a Control Appraisal Period, the prior consent of the holder of the related Control Note, to the extent required by the terms of the related Intercreditor Agreement)) or (B) following consultation with the Directing Certificateholder (other than with respect to (x) an Excluded Loan with respect to such party and only if a Control Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and is continuing or (y) a Serviced A/B Whole Loan prior to the occurrence of a Control Appraisal Period) that a default in making any Periodic Payment (other than a balloon payment) or any other material payment (other than a balloon payment) required under the related mortgage note or the related mortgage is likely to occur in the foreseeable future, and such default is likely to remain unremedied for at least 60 days beyond the date on which the subject payment will become due; or the applicable master servicer determines (in accordance with the Servicing Standard) or receives from the applicable special servicer a written determination of such special servicer (which determination the applicable special servicer is required to make in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if no Control Termination Event has occurred and is continuing (or, with respect to a Serviced A/B Whole Loan prior to the occurrence and continuance of a Control Appraisal Period, the prior consent of the holder of the related Control Note, to the extent required by the terms of the related Intercreditor Agreement)) or (B) following consultation with the Directing Certificateholder (other than with respect to (x) an Excluded Loan with respect to such party and only if a Control Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and is continuing or (y) a Serviced A/B Whole Loan prior to the occurrence of a Control Appraisal Period) that a default in making a balloon payment is likely to occur in the foreseeable future, and such default is likely to remain unremedied for at least 60 days beyond the date on which such balloon payment will become due (or, if the borrower has delivered a written and fully executed (subject only to customary final closing conditions) refinancing commitment (or if refinancing commitments are not then customarily issued by commercial mortgage lenders, such written, executed and binding alternative documentation as is customarily used by commercial real estate lenders for such purpose) or purchase and sale agreement from an acceptable lender or purchaser, as applicable, and reasonably satisfactory in form and substance to the applicable master servicer or the applicable special servicer (and such master servicer or such special servicer, as applicable, will be required to promptly forward such documentation to the applicable special servicer or the applicable master servicer, as applicable) which provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days after the date on which such balloon payment will become due, the applicable master servicer determines (in accordance with the Servicing Standard) or receives from the applicable special servicer a written determination of such special servicer

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(which determination the applicable special servicer is required to make in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if no Control Termination Event has occurred and is continuing (or, with respect to a Serviced A/B Whole Loan prior to the occurrence and continuance of a Control Appraisal Period, the prior consent of the holder of the related Control Note, to the extent required by the terms of the related Intercreditor Agreement)) or (B) following consultation with the Directing Certificateholder (other than with respect to (x) an Excluded Loan with respect to such party and only if a Control Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and is continuing or (y) a Serviced A/B Whole Loan prior to the occurrence of a Control Appraisal Period) that (a) the borrower is likely not to make one or more assumed Periodic Payments as described under “Pooling and Servicing Agreement—Advances—P&I Advances” in this prospectus prior to such a refinancing or sale or (b) the refinancing or sale is not likely to occur within 120 days following the date on which the balloon payment will become due);

(4)        there has occurred a default (including, in the applicable master servicer’s or the applicable special servicer’s judgment, the failure of the related borrower to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents, unless such default has been waived in accordance with the PSA) under the related Mortgage Loan documents, other than as described in clause (1) or (2) above, that may, in the good faith and reasonable judgment of the applicable master servicer or the applicable special servicer (and, in the case of the applicable special servicer (A) with the consent of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if no Control Termination Event has occurred and is continuing (or, with respect to a Serviced A/B Whole Loan prior to the occurrence and continuance of a Control Appraisal Period, the prior consent of the holder of the related Control Note, to the extent required by the terms of the related Intercreditor Agreement) or (B) following consultation with the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if a Control Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and is continuing), materially impair the value of the related Mortgaged Property as security for such Mortgage Loan or Serviced Whole Loan or otherwise materially and adversely affect the interests of Certificateholders (or, in the case of a Serviced Whole Loan, the interests of any holder of a related Serviced Companion Loan), which default has continued unremedied for the applicable cure period under the terms of such Mortgage Loan or Serviced Whole Loan (or, if no cure period is specified, 60 days);

(5)        a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, has been entered against the related borrower and such decree or order has remained in force undischarged or unstayed for a period of sixty (60) days;

(6)        the related borrower has consented to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such borrower or of or relating to all or substantially all of its property;

(7)        the related borrower has admitted in writing its inability to pay its debts generally as they become due, filed a petition to take advantage of any applicable insolvency or

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reorganization statute, made an assignment for the benefit of its creditors, or voluntarily suspended payment of its obligations;

(8)        the applicable master servicer or the applicable special servicer receives notice of the commencement of foreclosure or similar proceedings with respect to the corresponding Mortgaged Property; or

(9)        the applicable master servicer or the applicable special servicer (and in the case of the applicable special servicer, with the consent of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if no Control Termination Event has occurred and is continuing (or, with respect to a Serviced A/B Whole Loan prior to the occurrence and continuance of a Control Appraisal Period, the prior consent of the holder of the related Control Note, to the extent required by the terms of the related Intercreditor Agreement)) determines that (i) a default (including, in the applicable master servicer’s or the applicable special servicer’s judgment, the failure of the related borrower to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents, unless such default has been waived in accordance with the PSA) under the Mortgage Loan documents (other than as described in clause 3 above) is imminent or reasonably foreseeable, (ii) such default will materially impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan or Serviced Pari Passu Companion Loan (if any) or otherwise materially and adversely affect the interests of Certificateholders (or the holder of the related Serviced Pari Passu Companion Loan) and (iii) the default is likely to continue unremedied for the applicable cure period under the terms of the Mortgage Loan documents, or, if no cure period is specified and the default is capable of being cured, for 60 days.

However, the applicable master servicer will be required to continue to (x) receive payments on the Mortgage Loans (and any related Serviced Companion Loan) (including amounts collected by the applicable special servicer), (y) make certain calculations with respect to the Mortgage Loans and any related Serviced Companion Loan and (z) make remittances and prepare certain reports to the Certificateholders with respect to the Mortgage Loans and any related Serviced Companion Loan. Additionally, such master servicer will continue to receive the Servicing Fee in respect of the Mortgage Loans (and any related Serviced Companion Loan) at the Servicing Fee Rate.

If the related Mortgaged Property is acquired in respect of any Mortgage Loan (and any related Serviced Companion Loan) (upon acquisition, an “REO Property”) whether through foreclosure, deed-in-lieu of foreclosure or otherwise, the applicable special servicer will continue to be responsible for its operation and management. If any Serviced Pari Passu Companion Loan becomes specially serviced, then the related Mortgage Loan will also become a Specially Serviced Loan. If any Mortgage Loan becomes a Specially Serviced Loan, then the related Serviced Companion Loan will also become a Specially Serviced Loan. Neither master servicer will have any responsibility for the performance by a special servicer of its duties under the PSA. Any Mortgage Loan (excluding any Non-Serviced Mortgage Loan) that is or becomes a cross-collateralized Mortgage Loan and is cross-collateralized with a Specially Serviced Loan will become a Specially Serviced Loan.

If any Specially Serviced Loan, in accordance with its original terms or as modified in accordance with the PSA, becomes performing for at least 3 consecutive Periodic Payments (provided that no additional event of default is foreseeable in the reasonable judgment of the applicable special servicer and no other event or circumstance exists that causes such Mortgage Loan or related Companion Loan to otherwise constitute a Specially Serviced Loan), such special servicer will be required to transfer servicing of such Specially Serviced Loan (a “Corrected Loan”) to the applicable master servicer.

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Asset Status Report

The applicable special servicer will be required to prepare a report (an “Asset Status Report”) for each Mortgage Loan (other than a Non-Serviced Mortgage Loan) for which it acts as special servicer and, if applicable, any Serviced Whole Loan that becomes a Specially Serviced Loan not later than 60 days after the servicing of such Mortgage Loan is transferred to such special servicer. Each Asset Status Report will be required to be delivered in electronic form to:

● the Directing Certificateholder (but only with respect to any Mortgage Loan other than an Excluded Loan as to such party and prior to the occurrence and continuance of a Consultation Termination Event and, in the case of any Serviced A/B Whole Loan, only prior to the occurrence and continuance of a Consultation Termination Event and during a Control Appraisal Period with respect to the related Subordinate Companion Loan);

● with respect to any Serviced A/B Whole Loan, to the extent the related Subordinate Companion Loan is not subject to a Control Appraisal Period, the holder of the related Subordinate Companion Loan;

● the Risk Retention Consultation Party (but only with respect to any Mortgage Loan other than an Excluded Loan as to such party);

● with respect to any related Serviced Pari Passu Companion Loan, the holder of the related Serviced Pari Passu Companion Loan or, to the extent the related Serviced Pari Passu Companion Loan has been included in a securitization transaction, the master servicer of such securitization into which the related Serviced Pari Passu Companion Loan has been sold;

● the operating advisor (but, other than with respect to an Excluded Loan as to the Directing Certificateholder or the holder of the majority of the Controlling Class, only after the occurrence and during the continuance of a Control Termination Event and, with respect to any Serviced A/B Whole Loan, only to the extent that it is subject to a Control Appraisal Period);

● the applicable master servicer; and

● the 17g-5 Information Provider, which will be required to post such report to the 17g-5 Information Provider’s website.

A summary of each Final Asset Status Report will be provided to the certificate administrator and the certificate administrator will be required to post the summary of the Final Asset Status Report to the certificate administrator’s website.

An Asset Status Report prepared for each Specially Serviced Loan will be required to include, among other things, the following information:

● a summary of the status of such Specially Serviced Loan and any negotiations with the related borrower;

● a discussion of the legal and environmental considerations reasonably known to the applicable special servicer, consistent with the Servicing Standard, that are applicable to the exercise of remedies and to the enforcement of any related guaranties or other collateral for the related Specially Serviced Loan and whether outside legal counsel has been retained;

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● the most current rent roll (or, with respect to residential cooperative properties, maintenance schedule) and income or operating statement available for the related Mortgaged Property;

● (A) the applicable special servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the applicable master servicer for regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered by such special servicer in connection with the proposed or taken actions;

● the status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under the related Mortgage Loan or Serviced Whole Loan;

● a description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights lease, if applicable) or franchise agreement;

● the decision that the applicable special servicer made, or intends or proposes to make, including a narrative analysis setting forth such special servicer’s rationale for its proposed decision, including its rejection of the alternatives;

● an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis than not taking such action, setting forth (x) the basis on which the applicable special servicer made such determination and (y) the net present value calculation and all related assumptions;

● the appraised value of the related Mortgaged Property (and a copy of the last obtained appraisal of such Mortgaged Property) together with a description of any adjustments to the valuation of such Mortgaged Property made by the applicable special servicer together with an explanation of those adjustments; and

● such other information as the applicable special servicer deems relevant in light of the Servicing Standard.

With respect to any Mortgage Loan other than an Excluded Loan as to the Directing Certificateholder or the holder of the majority of the Controlling Class, if no Control Termination Event has occurred and is continuing, the Directing Certificateholder will have the right to disapprove the Asset Status Report prepared by either special servicer with respect to a Specially Serviced Loan within 10 business days after receipt of the Asset Status Report. If the Directing Certificateholder does not disapprove an Asset Status Report within 10 business days or if the applicable special servicer makes a determination, in accordance with the Servicing Standard, that the disapproval by the Directing Certificateholder (communicated to such special servicer within 10 business days) is not in the best interest of all the Certificateholders and the holder of any related Companion Loan, as a collective whole (taking into account thepari passuor subordinate nature of any Companion Loan), such special servicer will be required to implement the recommended action as outlined in the Asset Status Report. If the Directing Certificateholder disapproves the Asset Status Report within the 10 business day period and the applicable special

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servicer has not made the affirmative determination described above, such special servicer will be required to revise the Asset Status Report as soon as practicable thereafter, but in no event later than 30 days after the disapproval. The applicable special servicer will be required to continue to revise the Asset Status Report until the Directing Certificateholder (or, with respect to a Serviced A/B Whole Loan prior to the occurrence and continuance of a Control Appraisal Period, the prior consent of the holder of the related Subordinate Companion Loan, to the extent required by the terms of the related Intercreditor Agreement) fails to disapprove the revised Asset Status Report or until such special servicer makes a determination, in accordance with the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders and the holder of any related Companion Loan, as a collective whole (taking into account thepari passuor subordinate nature of any Companion Loan);provided that, if the Directing Certificateholder has not approved the Asset Status Report for a period of 60 business days following the first submission of an Asset Status Report, such special servicer may act upon the most recently submitted form of Asset Status Report, if consistent with the Servicing Standard.

If a Control Termination Event has occurred and is continuing (or, with respect to any Serviced A/B Whole Loan, if both a Control Termination Event has occurred and is continuing and a Control Appraisal Period is in effect), the applicable special servicer will be required to promptly deliver each Asset Status Report prepared in connection with a Specially Serviced Loan to the operating advisor and to the Directing Certificateholder (other than with respect to any Mortgage Loan that is an Excluded Loan as to such party)). The operating advisor will be required to provide comments to the applicable special servicer in respect of the Asset Status Report, if any, within 10 business days following the later of receipt of (i) such Asset Status Report or (ii) such related additional information reasonably requested by the operating advisor, and propose possible alternative courses of action to the extent it determines such alternatives to be in the best interest of the Certificateholders (including any Certificateholders that are holders of the Control Eligible Certificates), as a collective whole. The applicable special servicer will be obligated to consider such alternative courses of action and any other feedback provided by the operating advisor (and the Directing Certificateholder (if no Consultation Termination Event has occurred and is continuing and other than with respect to any Mortgage Loan that is an Excluded Loan as to such party)) in connection with such special servicer’s preparation of any Asset Status Report. The applicable special servicer may revise the Asset Status Report as it deems necessary to take into account any input and/or comments from the operating advisor and the Directing Certificateholder (if no Consultation Termination Event has occurred and is continuing and other than with respect to any Mortgage Loan that is an Excluded Loan as to such party), to the extent such special servicer determines that the operating advisor’s and/or Directing Certificateholder’s input and/or recommendations are consistent with the Servicing Standard and in the best interest of the Certificateholders as a collective whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders and the holders of the related Companion Loan, as a collective whole (taking into account thepari passu nature of such Companion Loan)).

The applicable special servicer will not be required to take or to refrain from taking any action because of an objection or comment by the operating advisor or a recommendation of the operating advisor.

After the occurrence and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, each of the Directing Certificateholder (other than with respect to an applicable Excluded Loan or any Serviced A/B Whole Loan (prior to the occurrence and continuance of a Control Appraisal Period)) and the operating advisor will be entitled to consult with the applicable special

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servicer and propose alternative courses of action and provide other feedback in respect of any Asset Status Report. After the occurrence and during the continuance of a Consultation Termination Event, the Directing Certificateholder will not have any right to consult with such special servicer with respect to Asset Status Reports and such special servicer will only be obligated to consult with the operating advisor with respect to any Asset Status Report as described above. The applicable special servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard to take into account any input and/or recommendations of the operating advisor or the Directing Certificateholder during the applicable periods described above, but is under no obligation to follow any particular recommendation of the operating advisor or the Directing Certificateholder.

Notwithstanding the foregoing, with respect to any Serviced A/B Whole Loan and prior to the occurrence and continuance of a Control Appraisal Period, the special servicer will prepare an Asset Status Report for such Serviced A/B Whole Loan within 60 days after it becomes a Specially Serviced Loan in accordance with the terms of the PSA and any applicable provisions of the related Intercreditor Agreement, and the holder of the Serviced Subordinate Companion Loan will have the same rights as the Directing Certificateholder described hereunder with respect thereto, and the Directing Certificateholder will have no approval rights over any such Asset Status Report unless a Control Appraisal Period exists. See “Description of the Mortgage Pool—The Whole Loans”.

With respect to each Non-Serviced Mortgage Loan, the related Non-Serviced Directing Certificateholder (or, to the extent provided in the related Intercreditor Agreement, the related Controlling Holder) will have approval and consultation rights with respect to any asset status report prepared by the related Non-Serviced Special Servicer with respect to the related Non-Serviced Whole Loan that are substantially similar, but not identical, to the approval and consultation rights of the Directing Certificateholder with respect to the Mortgage Loans and the Serviced Whole Loans. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans”. See also “—Servicing of the Non-Serviced Mortgage Loans” below.

Realization Upon Mortgage Loans

If a payment default or material non-monetary default on a Mortgage Loan (other than a Non-Serviced Mortgage Loan) has occurred, then, pursuant to the PSA, the applicable special servicer, on behalf of the trustee, may, in accordance with the terms and provisions of the PSA, at any time institute foreclosure proceedings, exercise any power of sale contained in the related Mortgage, obtain a deed-in-lieu of foreclosure, or otherwise acquire title to the related Mortgaged Property, by operation of law or otherwise. Such special servicer is not permitted, however, to cause the trustee to acquire title to any Mortgaged Property, have a receiver of rents appointed with respect to any Mortgaged Property or take any other action with respect to any Mortgaged Property that would cause the trustee, for the benefit of the Certificateholders, or any other specified person to be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or an “operator” of such Mortgaged Property within the meaning of certain federal environmental laws, unless such special servicer has determined in accordance with the Servicing Standard, based on an updated environmental assessment report prepared by a person who regularly conducts environmental audits and performed within six months prior to any such acquisition of title or other action (which report will be an expense of the issuing entity subject to the terms of the PSA) that:

(a)  such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant, that it would be in the best

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economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the related Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and

(b)  there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action could be required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the related Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.

Such requirement precludes enforcement of the security for the related Mortgage Loan until a satisfactory environmental site assessment is obtained (or until any required remedial action is taken), but will decrease the likelihood that the issuing entity will become liable for a material adverse environmental condition at the Mortgaged Property. However, we cannot assure you that the requirements of the PSA will effectively insulate the issuing entity from potential liability for a materially adverse environmental condition at any Mortgaged Property.

If title to any Mortgaged Property is acquired by the issuing entity (directly or through a single member limited liability company established for that purpose), the applicable special servicer will be required to sell the Mortgaged Property prior to the close of the third calendar year beginning after the year of acquisition, unless (1) the IRS grants (or has not denied) a qualifying extension of time to sell the Mortgaged Property or (2) such special servicer, the certificate administrator and the trustee receive an opinion of independent counsel to the effect that the holding of the Mortgaged Property by the Lower-Tier REMIC longer than the above-referenced 3 year period will not result in the imposition of a tax on any Trust REMIC or cause any Trust REMIC to fail to qualify as a REMIC under the Code at any time that any certificate is outstanding. Subject to the foregoing and any other tax-related limitations, pursuant to the PSA, the applicable special servicer will generally be required to attempt to sell any Mortgaged Property so acquired in accordance with the Servicing Standard. The applicable special servicer will also be required to ensure that any Mortgaged Property acquired by the issuing entity is administered so that it constitutes “foreclosure property” within the meaning of Code Section 860G(a)(8) at all times, and that the sale of the Mortgaged Property does not result in the receipt by the issuing entity of any income from nonpermitted assets as described in Code Section 860F(a)(2)(B). If any Lower-Tier REMIC acquires title to any Mortgaged Property, the applicable special servicer, on behalf of such Lower-Tier REMIC, will retain, at the expense of the issuing entity, an independent contractor to manage and operate the property. The independent contractor generally will be permitted to perform construction (including renovation) on a foreclosed property only if the construction was more than 10% completed at the time default on the related Mortgage Loan became imminent. The retention of an independent contractor, however, will not relieve the applicable special servicer of its obligation to manage the Mortgaged Property as required under the PSA.

In general, the applicable special servicer will be obligated to cause any Mortgaged Property acquired as an REO Property to be operated and managed in a manner that would, in its reasonable judgment and in accordance with the Servicing Standard, maximize the issuing entity’s net after-tax proceeds from such property. Generally, no Trust REMIC will

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be taxable on income received with respect to a Mortgaged Property acquired by the issuing entity to the extent that it constitutes “rents from real property”, within the meaning of Code Section 856(c)(3)(A) and Treasury regulations under the Code. Rents from real property include fixed rents and rents based on the gross receipts or sales of a tenant but do not include the portion of any rental based on the net income or profit of any tenant or sub-tenant. No determination has been made whether rent on any of the Mortgaged Properties meets this requirement. Rents from real property include charges for services customarily furnished or rendered in connection with the rental of real property, whether or not the charges are separately stated. Services furnished to the tenants of a particular building will be considered as customary if, in the geographic market in which the building is located, tenants in buildings which are of similar class are customarily provided with the service. No determination has been made whether the services furnished to the tenants of the Mortgaged Properties are “customary” within the meaning of applicable regulations. It is therefore possible that a portion of the rental income with respect to a Mortgaged Property owned by the issuing entity would not constitute rents from real property. In addition, it is possible that none of the income with respect to a Mortgaged Property would qualify if a separate charge is not stated for non-customary services provided to tenants or if such services are not performed by an independent contractor. Rents from real property also do not include income from the operation of a trade or business on the Mortgaged Property, such as a hospitality property, or rental income attributable to personal property leased in connection with a lease of real property if the rent attributable to personal property exceeds 15% of the total net rent for the taxable year. Any of the foregoing types of income may instead constitute “net income from foreclosure property”, which would be taxable to a REMIC at the federal corporate rate and may also be subject to state or local taxes. The PSA provides that the applicable special servicer will be permitted to cause the Lower-Tier REMIC to earn “net income from foreclosure property” that is subject to tax if it determines that the net after-tax benefit to Certificateholders is greater than another method of operating or net leasing the Mortgaged Property. Because these sources of income, if they exist, are already in place with respect to the Mortgaged Properties, it is generally viewed as beneficial to Certificateholders to permit the issuing entity to continue to earn them if it acquires a Mortgaged Property, even at the cost of this tax. These taxes would be chargeable against the related income for purposes of determining the proceeds available for distribution to holders of certificates. See “Material Federal Income Tax Considerations—Taxes That May Be Imposed on a REMIC—Prohibited Transactions”.

Under the PSA, each special servicer is required to establish and maintain one or more REO Accounts, to be held on behalf of the trustee for the benefit of the Certificateholders and with respect to a Serviced Whole Loan, the related Companion Holder, for the retention of revenues and insurance proceeds derived from each REO Property. Each special servicer is required to use the funds in the applicable REO Account to pay for the proper operation, management, maintenance and disposition of any REO Property for which it is acting as special servicer, but only to the extent that amounts on deposit in the applicable REO Account relate to such REO Property. To the extent that amounts in the applicable REO Account in respect of any REO Property are insufficient to make such payments, the applicable master servicer is required to make a Servicing Advance, unless it determines such Servicing Advance would be nonrecoverable. On the later of the date that is (x) on or prior to each Determination Date or (y) two business days after such amounts are received and properly identified, the applicable special servicer is required to remit to the master servicer for deposit all amounts received in respect of each REO Property during the most recently ended Collection Period, net of any amounts withdrawn to make any permitted disbursements, into applicable the Collection Account;provided that such special servicer may retain in the applicable REO Account permitted reserves.

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Sale of Defaulted Loans and REO Properties

If the applicable special servicer determines in accordance with the Servicing Standard that no satisfactory arrangements (including by way of discounted payoff) can be made for collection of delinquent payments thereon and such sale would be in the best economic interests of the Certificateholders or, in the case of a Serviced Whole Loan, Certificateholders and any holder of the related Serviced Pari Passu Companion Loan or any holder of a related Serviced Subordinate Companion Loan (as a collective whole as if such Certificateholders and Companion Holder constituted a single lender and, with respect to a Serviced A/B Whole Loan, taking into account the subordinate nature of the related Serviced Subordinate Companion Loan) to attempt to sell a Defaulted Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan as described below, such special servicer will be required to use reasonable efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present value basis. To the extent that a Non-Serviced Mortgage Loan is not sold together with the related Non-Serviced Companion Loan by the related Non-Serviced Special Servicer, the applicable special servicer will, under certain limited circumstances specified in the related Intercreditor Agreement, be entitled to sell ((i) with the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing and (ii) after consulting with the Risk Retention Consultation Party, in each case, with respect to any Mortgage Loan other than an Excluded Loan as to such party) such Non-Serviced Mortgage Loan if it determines in accordance with the Servicing Standard that such action would be in the best interests of the Certificateholders. In the absence of a cash offer at least equal to its outstanding principal balance plus all accrued and unpaid interest and outstanding costs and expenses and certain other amounts under the PSA (a “Par Purchase Price”), the applicable special servicer may purchase the Defaulted Loan for the Par Purchase Price or may accept the first cash offer received from any person that constitutes a fair price for the Defaulted Loan. If multiple offers are received during the period designated by the applicable special servicer for receipt of offers, such special servicer is generally required to select the highest offer. The applicable special servicer is required to give the trustee, the certificate administrator, the applicable master servicer, the operating advisor and (other than in respect of any applicable Excluded Loan) the Directing Certificateholder (but only prior to the occurrence and continuance of a Consultation Termination Event), the holder of the related Subordinate Companion Loan (with respect to a Serviced A/B Whole Loan, but only prior to the occurrence of a Control Appraisal Period), and the Risk Retention Consultation Party 10 business days’ prior written notice of its intention to sell any such Defaulted Loan. Neither the trustee nor any of its affiliates may make an offer for or purchase any Defaulted Loan. “Defaulted Loan” means a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan (i) that is delinquent at least 60 days in respect of its Periodic Payments or delinquent in respect of its balloon payment, if any;provided that in respect of a balloon payment, such period will be 120 days if the related borrower has provided the applicable master servicer or applicable special servicer, as applicable, with a written and fully executed (subject only to customary final closing conditions) refinancing commitment (or if refinancing commitments are not then customarily issued by commercial mortgage lenders, such written, executed and binding alternative documentation as is customarily used by commercial real estate lenders for such purpose) or purchase and sale agreement from an acceptable lender or purchaser, as applicable, and reasonably satisfactory in form and substance to such master servicer or special servicer, as applicable; and such delinquency is to be determined without giving effect to any grace period permitted by the related Mortgage or Mortgage Note and without regard to any acceleration of payments under the related Mortgage and Mortgage

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Note or (ii) as to which such special servicer has, by written notice to the related borrower, accelerated the maturity of the indebtedness evidenced by the related Mortgage Note.

The applicable special servicer will be required to determine whether any cash offer constitutes a fair price for any Defaulted Loan if the highest offeror is a person other than an Interested Person. In determining whether any offer from a person other than an Interested Person constitutes a fair price for any Defaulted Loan, such special servicer will be required to take into account (in addition to the results of any appraisal, updated appraisal or narrative appraisal that it may have obtained pursuant to the PSA within the prior 9 months), among other factors, the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy.

If the offeror is an Interested Person (provided that the trustee may not be a offeror), then the trustee will be required to determine whether the cash offer constitutes a fair price unless (i) the offer is equal to or greater than the applicable Par Purchase Price and (ii) the offer is the highest offer received. Absent an offer at least equal to the Par Purchase Price, no offer from an Interested Person will constitute a fair price unless (A) it is the highest offer received and (B) at least two other offers are received from independent third parties. In determining whether any offer received from an Interested Person represents a fair price for any such Defaulted Loan, the trustee will be supplied with and will be required to rely on the most recent appraisal or updated appraisal conducted in accordance with the PSA within the preceding 9-month period or, in the absence of any such appraisal, on a new appraisal. Except as provided in the following paragraph, the cost of any appraisal will be covered by, and will be reimbursable as, a Servicing Advance by the applicable master servicer.

Notwithstanding anything contained in the preceding paragraph to the contrary, if the trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the trustee will be required to (at the expense of the Interested Person) designate an independent third party expert in real estate or commercial mortgage loan matters with at least 5 years’ experience in valuing loans similar to the subject Mortgage Loan or Serviced Whole Loan, as the case may be, that has been selected with reasonable care by the trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the trustee designates such a third party to make such determination, the trustee will be entitled to rely conclusively upon such third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph will be covered by, and will be reimbursable by, the Interested Person, and to the extent not collected from such Interested Person within 30 days of request therefor, by the applicable master servicer as a Servicing Advance; provided that the trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the trustee.

The applicable special servicer is required to use reasonable efforts to solicit offers for each REO Property on behalf of the Certificateholders and the related Companion Holder(s) (if applicable) and to sell each REO Property in the same manner as with respect to a Defaulted Loan.

Notwithstanding any of the foregoing paragraphs, the applicable special servicer will not be required to accept the highest cash offer for a Defaulted Loan or REO Property if such special servicer determines, in consultation with (i) the Directing Certificateholder (unless a Consultation Termination Event has occurred and is continuing) and (ii) the Risk Retention Consultation Party, in each case, other than with respect to any Mortgage Loan that is an Excluded Loan as to such party and subject to the limitations on consultation under this “Pooling and Servicing Agreement” and, in the case of a Serviced Whole Loan or an REO

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Property related to a Serviced Whole Loan, the related Companion Holder(s)), in accordance with the Servicing Standard (and subject to the requirements of any related Intercreditor Agreement), that rejection of such offer would be in the best interests of the Certificateholders and, in the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder(s) (as a collective whole as if such Certificateholders and, if applicable, the related Companion Holder(s) constituted a single lender (and with respect to any Serviced A/B Whole Loan, taking into account the subordinate nature of the related Subordinate Companion Loan)). In addition, the applicable special servicer may accept a lower offer (from any person other than itself or an affiliate) if it determines, in accordance with the Servicing Standard, that acceptance of such offer would be in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder(s) (as a collective whole as if such Certificateholders and, if applicable, the related Companion Holder(s) constituted a single lender (and with respect to any Serviced A/B Whole Loan, taking into account the subordinate nature of the related Subordinate Companion Loan)). The special servicers will be required to use reasonable efforts to sell all Defaulted Loans prior to the Rated Final Distribution Date.

An “Interested Person”, as of the date of any determination, is the depositor, any master servicer, any special servicer, the operating advisor, the asset representations reviewer, the certificate administrator, the trustee, the Directing Certificateholder, the Risk Retention Consultation Party, any sponsor, any Borrower Party, any independent contractor engaged by a special servicer, the trustee for the securitization of a related Companion Loan (with respect to a Whole Loan if it is a Defaulted Loan), any related Companion Holder or its representative, any holder of a related mezzanine loan or any known affiliate of any such party described above.

With respect to any Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement(s), if such Serviced Whole Loan becomes a Defaulted Loan, and if the applicable special servicer determines to sell the related Mortgage Loan in accordance with the discussion in this “—Sale of Defaulted Loans and REO Properties” section, then such special servicer will be required to sell the related Pari Passu Companion Loans (and, in certain cases, the related Subordinate Companion Loans) together with such Mortgage Loan as one whole loan and will be required to require that all offers be submitted to the applicable special servicer in writing. The applicable special servicer will not be permitted to sell the related Mortgage Loan together with the related Companion Loan if such Serviced Whole Loan becomes a Defaulted Loan without the consent of the holder of the related Companion Loan, unless such special servicer complies with certain notice and delivery requirements set forth in the PSA and the related Intercreditor Agreement. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Whole Loans”.

In connection with any such sale involving any Serviced A/B Whole Loan, the special servicer will also have the right, but not the obligation, to sell the related Subordinate Companion Loan if the special servicer determines that such sale is in accordance with the Servicing Standard (taking into account the subordinate nature of the applicable Subordinate Companion Loan). See “Description of the Mortgage Pool—The Whole Loans”.

In addition, with respect to each Non-Serviced Mortgage Loan, if such Mortgage Loan has become a defaulted loan under the related Non-Serviced PSA, the related Non-Serviced Special Servicer will generally have the right to sell such Mortgage Loan together with the related Companion Loan as notes evidencing one whole loan. The issuing entity, as the holder of such Non-Serviced Mortgage Loan, will have the right to consent to such sale,provided that such Non-Serviced Special Servicer may sell the related Non-Serviced Whole Loan without such consent if the required notices and information regarding such sale are

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provided to the issuing entity in accordance with the related Intercreditor Agreement. The Directing Certificateholder will be entitled to exercise such consent right so long as no Control Termination Event has occurred and is continuing, and if a Control Termination Event has occurred and is continuing, the applicable special servicer will be entitled to exercise such consent rights. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans”.

To the extent that Liquidation Proceeds collected with respect to any Mortgage Loan are less than the sum of (1) the outstanding principal balance of the Mortgage Loan, (2) interest accrued on the Mortgage Loan and (3) the aggregate amount of outstanding reimbursable expenses (including any (i) unpaid servicing compensation, (ii) unreimbursed Servicing Advances, (iii) accrued and unpaid interest on all Advances and (iv) additional expenses of the issuing entity) incurred with respect to the Mortgage Loan, the issuing entity will realize a loss in the amount of the shortfall. The trustee, the applicable master servicer and/or the applicable special servicer will be entitled to reimbursement out of the Liquidation Proceeds recovered on any Mortgage Loan, prior to the distribution of those Liquidation Proceeds to Certificateholders, of any and all amounts that represent unpaid servicing compensation in respect of the related Mortgage Loan, certain unreimbursed expenses incurred with respect to the Mortgage Loan and any unreimbursed Advances (including interest on Advances) made with respect to the Mortgage Loan. In addition, amounts otherwise distributable on the certificates will be further reduced by interest payable to the applicable master servicer, the applicable special servicer or trustee on these Advances.

The Directing Certificateholder

General

Subject to the rights of the holder of any related Companion Loan under the related Intercreditor Agreements as described in the second succeeding paragraph and under“—Rights of the Directing Certificateholder with respect to Non-Serviced Mortgage Loans or Servicing Shift Whole Loans” below, for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder will be entitled to advise (1) the applicable special servicer as to all Major Decisions with respect to Serviced Mortgage Loans (other than any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class) and (2) the applicable master servicer to the extent the Directing Certificateholder’s consent is required by the applicable clauses of the definition of “Master Servicer Decision”. With respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, upon the occurrence and continuance of a Control Termination Event, the Directing Certificateholder will have certain consultation rights only, and upon the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder will not have any consent or consultation rights, as further described below.

With respect to any Serviced A/B Whole Loan, prior to the occurrence of a Control Appraisal Period with respect to the related Subordinate Companion Loan, the Directing Certificateholder will not be entitled to exercise the above-described rights, and those rights will be held by the holder of the related Subordinate Companion Loan in accordance with the PSA and the related Intercreditor Agreement. However, during a Control Appraisal Period with respect to any Serviced A/B Whole Loan, the Directing Certificateholder will have generally similar (although not necessarily identical) rights (including the rights described above) with respect to such Serviced A/B Whole Loan as it does for the other Mortgage Loans in the issuing entity. See “Description of the Mortgage Pool—The Whole Loans”.

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The Risk Retention Consultation Party will be entitled to consult (other than with respect to any Excluded Loan with respect to the Risk Retention Consultation Party or the holder of the majority of the RR Interest) on a strictly non-binding basis with the applicable special servicer;provided, that prior to the occurrence and continuance of a Consultation Termination Event, the related Mortgage Loan must also be a Specially Serviced Loan.

The “Directing Certificateholder” will be (i) with respect to a Servicing Shift Mortgage Loan, the related Loan-Specific Directing Certificateholder, and (ii) with respect to each Mortgage Loan (other than the Servicing Shift Mortgage Loans), the Controlling Class Certificateholder (or its representative) selected by more than 50% of the Controlling Class Certificateholders, by Certificate Balance, as determined by the certificate registrar from time to time;provided,however, that

(1)absent that selection, or

(2)until a Directing Certificateholder is so selected, or

(3)upon receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its representative) will be the Directing Certificateholder;

provided,however, that (i) in the case of this clause (3), in the event no one holder owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no Directing Certificateholder until appointed in accordance with the terms of the PSA, and (ii) the certificate administrator and the other parties to the PSA will be entitled to assume that the identity of the Directing Certificateholder has not changed until such parties receive written notice of a replacement of the Directing Certificateholder from a party holding the requisite interest in the Controlling Class (as confirmed by the certificate registrar), or the resignation of the then-current Directing Certificateholder.

The initial Directing Certificateholder is expected to be Eightfold Real Estate Capital Fund V, L.P. or its affiliate.

“Loan-Specific Directing Certificateholder” means, with respect to a Servicing Shift Mortgage Loan, the “controlling holder”, the “directing certificateholder”, the “directing holder”, “directing lender” or any analogous concept under the related Intercreditor Agreement. Prior to the related Servicing Shift Securitization Date, the Loan-Specific Directing Certificateholder with respect to a Servicing Shift Mortgage Loan will be the holder of the related Control Note, which is the holder listed next to the related Control Note in the column “Note Holder” in the table above entitled “Whole Loan Control Notes and Non-Control Notes”. On and after the related Servicing Shift Securitization Date, there will be no Loan-Specific Directing Certificateholder under the PSA with respect to such Servicing Shift Whole Loan.

In no event will the applicable master servicer or the applicable special servicer be required to consult with or obtain the consent of the holder of a Subordinate Companion Loan unless the holder of such Subordinate Companion Loan has delivered notice of its identity and contact information in accordance with the terms of the applicable Intercreditor Agreement (upon which notice the applicable master servicer and the applicable special servicer will be conclusively entitled to rely). The identity of and contact information for the holder of each Subordinate Companion Loan, as of the Closing Date, will be set forth in an exhibit to the PSA (each, an “Initial Subordinate Companion Loan Holder”). The applicable master servicer and the applicable special servicer will be required to consult with or obtain

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the consent of the applicable Initial Subordinate Companion Loan Holder, in accordance with the terms of the PSA and the applicable Intercreditor Agreement, and will be entitled to assume that the identity of the holder of the applicable Subordinate Companion Loan has not changed until written notice of the transfer of such Subordinate Companion Loan, including the identity of and contact information for the new holder thereof, is provided in accordance with the terms of the applicable Intercreditor Agreement.

A “Controlling Class Certificateholder” is each holder (or Certificate Owner, if applicable) of a certificate of the Controlling Class as determined by the certificate registrar from time to time, upon request by any party to the PSA.

The “Controlling Class” will be, as of any time of determination, the most subordinate class of Control Eligible Certificates then-outstanding that has an aggregate Certificate Balance (as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to such class) at least equal to 25% of the initial Certificate Balance of that class;provided,however, that if at any time the Certificate Balances of the Principal Balance Certificates other than the Control Eligible Certificates and the RR Interest have been reduced to zero as a result of principal payments on the Mortgage Loans, then the Controlling Class will be the most subordinate class of Control Eligible Certificates that has a Certificate Balance greater than zero without regard to any Cumulative Appraisal Reduction Amounts. The Controlling Class as of the Closing Date will be the Class G certificates.

The “Control Eligible Certificates” will be any of the Class E, Class F or Class G certificates.

Any master servicer, any special servicer, the operating advisor, the certificate administrator, the trustee or any certificateholder may request that the certificate registrar determine which class of certificates is the then-current Controlling Class and the certificate registrar must thereafter provide such information to the requesting party. The depositor, the trustee, any master servicer, any special servicer, the operating advisor and, for so long as no Consultation Termination Event has occurred and is continuing, the Directing Certificateholder, may request that the certificate administrator provide, and the certificate administrator must so provide, a list of the holders (or Certificate Owners, if applicable) of the Controlling Class at the expense of the issuing entity. The trustee, the certificate administrator, the master servicers, the special servicers and the operating advisor may each rely on any such list so provided.

In the event that no Directing Certificateholder or Risk Retention Consultation Party, as applicable, has been appointed or identified to either master servicer or either special servicer, as applicable, and such master servicer or special servicer, as applicable, has attempted to obtain such information from the certificate administrator and no such entity has been identified to such master servicer or special servicer, as applicable, then until such time as the new Directing Certificateholder or Risk Retention Consultation Party, as applicable, is identified to such master servicer and special servicer, such master servicer or special servicer, as applicable, will have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder or Risk Retention Consultation Party, as applicable, as the case may be.

The Class E certificateholders that are the Controlling Class Certificateholders may waive their rights as the Controlling Class Certificateholders as described in “—Control Termination Event and Consultation Termination Event” below.

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Major Decisions

Except as otherwise described under “—Control Termination Event and Consultation Termination Event”and “—Servicing Override” below and subject to the rights of the holder of any related Companion Loan under the related Intercreditor Agreement as described under “—Rights of the Directing Certificateholder with respect to Non-Serviced Mortgage Loans or Servicing Shift Whole Loans” below, prior to the occurrence and continuance of a Control Termination Event, the special servicers will not be permitted to take (or consent to any master servicer’s taking) any of the following actions as to which the Directing Certificateholder has objected in writing within 10 business days (or 30 days with respect to clause (ix) of the definition of “Major Decision”) after receipt of the applicable special servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably available to the applicable special servicer in order to grant or withhold such consent (provided that if such written consent has not been received by the special servicer within the applicable time period, the Directing Certificateholder will be deemed to have approved such action). If the applicable master servicer and the applicable special servicer have mutually agreed that the applicable master servicer will process any Major Decision, the applicable master servicer will not be permitted to take any of the actions that constitute Major Decisions unless it has obtained the consent of the applicable special servicer, which consent will be deemed given (unless earlier objected to by the applicable special servicer) 10 business days after the applicable special servicer’s receipt from the applicable master servicer of the applicable master servicer’s written recommendation and analysis with respect to such Major Decision and all information reasonably requested by the applicable special servicer and reasonably available to the applicable master servicer in order to make an informed decision with respect to such Major Decision plus the time period provided to the Directing Certificateholder or other relevant party under the PSA and, if applicable, any additional time period permitted in the related Intercreditor Agreement. Upon request, the applicable special servicer, other than with respect to an Excluded Loan as to the Risk Retention Consultation Party or the holder of the majority of the RR Interest (except to the extent set forth above in “—Enforcement of ‘Due-on-Sale’ and ‘Due-on-Encumbrance’ Provisions”), will also be required to consult on a non-binding basis with the Risk Retention Consultation Party with respect to such Major Decision;provided, that prior to the occurrence and continuance of a Consultation Termination Event, the related Mortgage Loan must also be a Specially Serviced Loan.

“Major Decision” means (i) with respect to any Serviced A/B Whole Loan, the “major decisions” under the related Intercreditor Agreement; and (ii) with respect to any Mortgage Loan or Serviced Whole Loan, each of the following:

(i)        any proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership of properties securing any Specially Serviced Loan that comes into and continues in default;

(ii)       any modification, consent to a modification or waiver of any monetary term (other than late fees and default interest) or material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan or Serviced Whole Loan other than in connection with a maturity default if a refinancing or sale is expected within 120 days as provided in clause (ix) of the definition of Master Servicer Decisions;

(iii)       any sale of a Defaulted Loan and any related defaulted Companion Loan, or any REO Property (other than in connection with the termination of the issuing entity as described under “—Termination; Retirement of Certificates”) or a defaulted Non-Serviced

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Mortgage Loan that the applicable special servicer is permitted to sell in accordance with the PSA, in each case, for less than the applicable Purchase Price;

(iv)       any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address hazardous material located at an REO Property;

(v)        any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any consent to such a waiver or consent to a transfer of the Mortgaged Property or interests in the borrower or consent to the incurrence of additional debt, other than (A) any such transfer or incurrence of debt as described under clause (xiv), (xv) or (xvi) of the definition of “Master Servicer Decision” or as may be effected (I) without the consent of the lender under the related loan agreement, (II) pursuant to the specific terms of such Mortgage Loan and (III) for which there is no lender discretion, or (B) solely with respect to a Mortgage Loan secured by a residential cooperative property, subject to the satisfaction of various conditions and subject to certain parameters set forth in the PSA and discussed under “Description of the Mortgage Pool—Additional Indebtedness—Other Secured Indebtedness—Additional Debt Financing for Mortgage Loans Secured by Residential Cooperatives” in this prospectus, (a) the waiver of a “due-on-encumbrance” clause with respect to a mortgage loan secured by a residential cooperative property to permit subordinate debt secured by the related mortgaged property and (b) the incurrence of additional indebtedness by a residential cooperative borrower;

(vi)       (a) other than in the case of a Mortgage Loan secured by a residential cooperative property, any property management company changes with respect to a Specially Serviced Loan with a principal balance equal to or greater than $10,000,000, including, without limitation, approval of the termination of a manager and appointment of a new property manager, (b) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan that is a Non-Specially Serviced Loan, a change in property management if the replacement property manager is a Borrower Party or (c)) franchise changes with respect to a Mortgage Loan for which the lender is required to consent or approve such changes under the related Mortgage Loan documents;

(vii)      other than in the case of any Non-Specially Serviced Loan or any Mortgage Loan secured by a residential cooperative property, releases of any material amounts from any escrow accounts, reserve funds or letters of credit held as performance escrows or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan documents and for which there is no lender discretion (provided, however, that any releases with respect to Specially Serviced Loans of material amounts from any escrow accounts, reserve funds or letters of credit held as performance escrows or performance reserves specified (along with the related Mortgage Loans) on a schedule to the PSA will also constitute Major Decisions);

(viii)     any acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a borrower or guarantor releasing a borrower or guarantor from liability under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;

(ix)      other than in the case of a Non-Specially Serviced Loan, any determination of an Acceptable Insurance Default;

(x)       other than in the case of a Non-Specially Serviced Loan, any modification, waiver or amendment of any lease, the execution of any new lease or the granting of a

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subordination and non-disturbance or attornment agreement in connection with any lease (other than for ground leases), at a Mortgaged Property if (a) the lease affects an area greater than or equal to the lesser of (1) 30% of the net rentable area of the improvements at the Mortgaged Property or (2) 30,000 square feet and (b) such transaction is not a routine leasing matter;

(xi)      other than in the case of a Non-Specially Serviced Loan, any modification, amendment, consent to a modification or waiver of any material term of any intercreditor, co-lender or similar agreement with any mezzanine lender, subordinate debt holder or Pari Passu Companion Loan holder related to a Mortgage Loan or Whole Loan, or any action to enforce rights (or decision not to enforce rights) with respect thereto; provided, however, that any such modification or amendment that would adversely impact the applicable master servicer will additionally require the consent of such master servicer as a condition to its effectiveness;

(xii)      any consent to incurrence of additional debt by a borrower or mezzanine debt by a direct or indirect parent of a borrower, to the extent the mortgagee’s approval is required under the related Mortgage Loan documents, other than with respect to a Mortgage Loan secured by a residential cooperative property as to which certain parameters set forth in the PSA and discussed under “Description of the Mortgage Pool—Additional Indebtedness—Other Secured Indebtedness—Additional Debt Financing for Mortgage Loans Secured by Residential Cooperatives”) have been satisfied;

(xiii)     requests for property releases or substitutions, other than (a) grants of easements or rights of way, (b) releases of non-material parcels of a Mortgaged Property (including, without limitation, any such releases as to which the related Mortgage Loan documents expressly require the mortgagee thereunder to make such releases), (c) consents to releases related to condemnation of parcels of a Mortgaged Property, (d) the release of collateral securing any Mortgage Loan in connection with defeasance of the collateral for such Mortgage Loan or (e) the items listed in clause (vii) of this definition and clause (viii) of the definition of Master Servicer Decision;

(xiv)     other than in the case of a Non-Specially Serviced Loan, approval of easements and rights of way that materially affect the use or value of a Mortgaged Property or the borrower’s ability to make any payments with respect to the related Mortgage Loan;

(xv)      agreeing to any modification, waiver, consent or amendment of the related Mortgage Loan or Serviced Whole Loan in connection with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (a) a modification of the type of defeasance collateral required under the Mortgage Loan documents such that defeasance collateral other than direct, non-callable obligations of the United States of America would be permitted or (b) a modification that would permit a principal prepayment instead of defeasance if the applicable loan documents do not otherwise permit such principal prepayment;

(xvi)     determining whether to cure any default by a borrower under a ground lease or permit any ground lease modification, amendment or subordination, non-disturbance and attornment agreement or entry into a new ground lease;

(xvii)     other than in the case of a Non-Specially Serviced Loan, consent to actions and releases related to condemnation of parcels of a Mortgaged Property with respect to a material parcel or a material income producing parcel or any condemnation that materially affects the use or value of the related Mortgaged Property or the ability of the related

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borrower to pay amounts due in respect of the related Mortgage Loan or any related Companion loan when due;

(xviii)    following a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any exercise of remedies, including acceleration of the Mortgage Loan or Serviced Whole Loan or initiation of any proceedings, judicial or otherwise, under the related Mortgage Loan documents; and

(xix)     other than with respect to residential cooperative mortgage loans and other than in the case of any Non-Specially Serviced Loan, approval of any waiver regarding the receipt of financial statements (other than immaterial timing waivers including late financial statements which in no event relieve any borrower of the obligation to provide financial statements on at least a quarterly basis) following three consecutive late deliveries of financial statements.

A “Non-Specially Serviced Loan” means any Serviced Mortgage Loan or Serviced Companion Loan that is not a Specially Serviced Loan.

Subject to the terms and conditions described in this section, the applicable special servicer will be required to process all requests for any matter that constitutes a “Major Decision” with respect to all Serviced Mortgage Loans. Upon receiving a request for any matter described in this section that constitutes a Major Decision with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) that is not a Specially Serviced Loan, the applicable master servicer will be required to forward such request to the applicable special servicer and, unless the applicable master servicer and the applicable special servicer mutually agree that such master servicer will process such request, such special servicer will be required to process such request (including, without limitation, interfacing with the borrower) and, except as provided in the next sentence, such master servicer will have no further obligation with respect to such request or the Major Decision. With respect to such request, such master servicer will continue to cooperate with reasonable requests of such special servicer by delivering any additional information in such master servicer’s possession to such special servicer reasonably requested by such special servicer relating to such Major Decision. The master servicers will not be required to interface with the borrower or provide a written recommendation and analysis with respect to any Major Decision.

In addition, the applicable master servicer is required to provide the applicable special servicer with any notice that it receives relating to a default by the borrower under a ground lease where the collateral for the Mortgage Loan is the ground lease, and such special servicer will determine in accordance with the Servicing Standard whether the issuing entity as lender should cure any borrower defaults relating to ground leases. Any costs relating to any such cure of a borrower default relating to a ground lease shall be paid by the applicable master servicer as a Servicing Advance.

With respect to any Serviced A/B Whole Loan, prior to the occurrence of a Control Appraisal Period with respect to the related Subordinate Companion Loan, the Directing Certificateholder will not be entitled to exercise the rights described in this section, and the rights to exercise any “major decision” under the related Intercreditor Agreement with respect to any Serviced A/B Whole Loan will be held by the holder of the related Subordinate Companion Loan in accordance with the PSA and the related Intercreditor Agreement. However, during a Control Appraisal Period with respect to any Serviced A/B Whole Loan, the Directing Certificateholder will have the generally similar (although not necessarily identical) rights (including the rights described above) with respect to such Serviced A/B Whole Loan as it does for the other Mortgage Loans in the issuing entity. See “Description of the Mortgage Pool—The Whole Loans”.

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With respect to (i) prior to the occurrence and continuance of a Consultation Termination Event, any Major Decision relating to a Specially Serviced Loan, and (ii) after the occurrence and during the continuance of a Consultation Termination Event, any Major Decision relating to a Mortgage Loan (in each case, other than with respect to an Excluded Loan with respect to the Risk Retention Consultation Party or the holder of the majority of the RR Interest), each special servicer will be required to provide copies of any notice, information and report that it is required to provide to the Directing Certificateholder pursuant to the PSA with respect to such Major Decision to the Risk Retention Consultation Party, within the same time frame it is required to provide such notice, information or report to the Directing Certificateholder (for this purpose, without regard to whether such items are actually required to be provided to the Directing Certificateholder under the PSA due to the occurrence of a Control Termination Event or a Consultation Termination Event).

Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder and the Risk Retention Consultation Party will remain entitled to receive any notices, reports or information to which it is entitled, and the applicable special servicer and any other applicable party will be required to consult (on a non-binding basis) with the Directing Certificateholder and, with respect to a Specially Serviced Loan, the Risk Retention Consultation Party (in each case, other than with respect to any Excluded Loan as to such party) in connection with any action to be taken or refrained from being taken in accordance with the PSA. After the occurrence and continuance of a Consultation Termination Event (and at any time with respect to any Excluded Loan with respect the Directing Certificateholder or the holder of the majority of the Controlling Class), the Directing Certificateholder will have no direction, consultation or consent rights and no right to receive any notices, reports or information (other than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder and, other than with respect to any Excluded Loan with respect to the Risk Retention Consultation Party or the holder of a majority of the RR Interest, the Risk Retention Consultation Party will remain entitled to receive any notices, reports or information to which it is entitled, and the applicable special servicer and any other applicable party will be required to consult with the Risk Retention Consultation Party in connection with any action to be taken or refrained from being taken.

Asset Status Report

So long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder will have the right to disapprove the Asset Status Report prepared by either special servicer with respect to a Specially Serviced Loan (other than with respect to any Mortgage Loan that is an Excluded Loan as to such party or, with respect to a Serviced A/B Whole Loan, prior to the occurrence and continuance of a Control Appraisal Period). If a Consultation Termination Event has occurred and is continuing, the Directing Certificateholder will have no right to consult with the applicable special servicer with respect to the Asset Status Reports. See “—Asset Status Report” above.

Notwithstanding the foregoing, with respect to a Serviced A/B Whole Loan, prior to the occurrence and continuance of a Control Appraisal Period, the Directing Certificateholder will not be entitled to exercise the control and consent rights described in this section, and those rights will be held by the holder of the related Subordinate Companion Loan. The special servicer will prepare an Asset Status Report for such Serviced A/B Whole Loan within 60 days after it becomes a Specially Serviced Loan in accordance with the terms of the PSA and any applicable provisions of the related Intercreditor Agreement, and the Directing

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Certificateholder will have no approval rights over any such Asset Status Report. However, during a Control Appraisal Period with respect to a Serviced A/B Whole Loan, the Directing Certificateholder will have generally similar (although not necessarily identical) rights (including the rights described above) with respect to such Serviced A/B Whole Loan as it does for the other Mortgage Loans in the issuing entity.

Replacement of a Special Servicer

With respect to any Mortgage Loan other than an applicable Excluded Loan and for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder will have the right to replace either special servicer with or without cause as described under “—Replacement of a Special Servicer Without Cause” and “—Termination of a Master Servicer or Special Servicer for Cause—Servicer Termination Events” below.

Control Termination Event and Consultation Termination Event

With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan or any applicable Excluded Loan as to the Directing Certificateholder or the holder of the majority of the Controlling Class) or Serviced Whole Loan and subject to the rights of any Companion Holder under an Intercreditor Agreement, if a Control Termination Event has occurred and is continuing, but for so long as no Consultation Termination Event has occurred and is continuing, the applicable special servicer will not be required to obtain the consent of the Directing Certificateholder with respect to any of the Major Decisions or Asset Status Reports, but will be required to consult with the Directing Certificateholder in connection with any Major Decision or Asset Status Report (or any other matter for which the consent of the Directing Certificateholder would have been required or for which the Directing Certificateholder would have the right to direct such special servicer if no Control Termination Event had occurred and was continuing) and to consider alternative actions recommended by the Directing Certificateholder, in respect of such Major Decision or Asset Status Report (or such other matter). Additionally, upon request, such special servicer will be required to consult with the Risk Retention Consultation Party in connection with any Major Decision not relating to an Excluded Loan as to such party and consider alternative actions recommended by the Risk Retention Consultation Party. Any such consultation will not be binding on the applicable special servicer; provided, that prior to the occurrence and continuance of a Consultation Termination Event, the related Mortgage Loan must also be a Specially Serviced Loan. In the event such special servicer receives no response from the Directing Certificateholder or the Risk Retention Consultation Party, as applicable, within 10 business days following its written request for input on any required consultation, such special servicer will not be obligated to consult with the Directing Certificateholder or the Risk Retention Consultation Party, as applicable, on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond will not relieve such special servicer from consulting with the Directing Certificateholder on any future matters with respect to the related Mortgage Loan (other than a Non-Serviced Mortgage Loan or any applicable Excluded Loan as to the Directing Certificateholder or the holder of the majority of the Controlling Class) or Serviced Whole Loan. With respect to any Excluded Special Servicer Loan (that is not also an applicable Excluded Loan), if any, the Directing Certificateholder (prior to the occurrence and continuance of a Control Termination Event) will be required to select an Excluded Special Servicer with respect to such Excluded Special Servicer Loan. After the occurrence and during the continuance of a Control Termination Event, if at any time the applicable Excluded Special Servicer Loan is also an applicable Excluded Loan or if the Directing Certificateholder is entitled to appoint the Excluded Special Servicer but does not so appoint within 30 days of notice of resignation, the resigning special servicer will be required to use reasonable efforts to select the related Excluded

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Special Servicer. The resigning special servicer will not have any liability with respect to the actions or inactions of the applicable Excluded Special Servicer or with respect to the identity of the applicable Excluded Special Servicer.

In addition, if a Control Termination Event has occurred and is continuing, the applicable special servicer will also be required to consult with the operating advisor in connection with any Major Decision (and such other matters that are subject to consultation rights of the operating advisor pursuant to the PSA) and to consider alternative actions recommended by the operating advisor in respect of such Major Decision; provided that such consultation is on a non-binding basis. In the event such special servicer receives no response from the operating advisor within 10 business days following the later of (i) its written request for input on any required consultation and (ii) delivery of all such additional information reasonably requested by the operating advisor related to the subject matter of such consultation, such special servicer will not be obligated to consult with the operating advisor on the specific matter; provided,however, that the failure of the operating advisor to respond will not relieve such special servicer from consulting with the operating advisor on any future matters with respect to the related Mortgage Loan or Serviced Whole Loan or any other Mortgage Loan. Notwithstanding anything to the contrary contained in this prospectus, with respect to any applicable Excluded Loan as to the Directing Certificateholder or the holder of the majority of the Controlling Class (regardless of whether a Control Termination Event has occurred and is continuing), the applicable special servicer or the related Excluded Special Servicer, as applicable, will be required to consult with the operating advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended by the operating advisor, in respect thereof, in accordance with the procedures set forth in the PSA for consulting with the operating advisor.

If a Consultation Termination Event has occurred and is continuing, no class of certificates will act as the Controlling Class, and the Directing Certificateholder will not have any consultation or consent rights under the PSA or any right to receive any notices, reports or information (other than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder under the PSA. The applicable special servicer will nonetheless be required to consult with only the operating advisor in connection with Major Decisions, asset status reports and other material special servicing actions to the extent set forth in the PSA, and no Controlling Class Certificateholder will be recognized or have any right to approve or be consulted with respect to asset status reports or material special servicer actions.

A “Control Termination Event” will occur when (i) the Class E certificates have a Certificate Balance (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such class) of less than 25% of the initial Certificate Balance of that class or (ii) a holder of the Class E certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor controlling class certificateholder as described below;provided, that no Control Termination Event may occur with respect to the Loan-Specific Directing Certificateholder and the term “Control Termination Event” will not be applicable to the Loan-Specific Directing Certificateholder;provided,however, that a Control Termination Event will be deemed not continuing in the event that the Certificate Balances of the Principal Balance Certificates other than the Control Eligible Certificates and the RR Interest have been reduced to zero as a result of principal payments on the Mortgage Loans.

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A “Consultation Termination Event” will occur when (i) there is no class of Control Eligible Certificates that has a then-outstanding Certificate Balance at least equal to 25% of the initial Certificate Balance of that class, in each case, without regard to the application of any Cumulative Appraisal Reduction Amounts; or (ii) a holder of the Class E certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor controlling class certificateholder pursuant to the terms of the PSA;provided that no Consultation Termination Event resulting solely from the operation of clause (ii) will be deemed to have existed or be in continuance with respect to a successor holder of the Class E certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder;provided, that no Consultation Termination Event may occur with respect to a Loan-Specific Directing Certificateholder, and the term “Consultation Termination Event” will not be applicable to a Loan-Specific Directing Certificateholder;provided,further, that a Consultation Termination Event will be deemed not continuing in the event that the Certificate Balances of the Principal Balance Certificates other than the Control Eligible Certificates and the RR Interest have been reduced to zero as a result of principal payments on the Mortgage Loans.

The Directing Certificateholder will not have any consent or consultation rights with respect to any Mortgage Loan determined to be an Excluded Loan as to either such Directing Certificateholder or the holder of the majority of the Controlling Class. Notwithstanding the proviso to each of the definitions of “Control Termination Event” and “Consultation Termination Event”, in respect of the servicing of any such Excluded Loan, a Control Termination Event and a Consultation Termination Event will each be deemed to have occurred with respect to any such Excluded Loan.

With respect to any Serviced A/B Whole Loan, prior to the occurrence of a Control Appraisal Period with respect to the related Subordinate Companion Loan, the Directing Certificateholder will not be entitled to exercise the control and consent rights described in this section, and those rights will be held by holder of the related Subordinate Companion Loan in accordance with the PSA and the related Intercreditor Agreement. However, during a Control Appraisal Period with respect to any Serviced A/B Whole Loan, the Directing Certificateholder will have generally similar (although not necessarily identical) rights (including the rights described above) with respect to such Serviced A/B Whole Loan as it does for the other Mortgage Loans in the issuing entity. See “Description of the Mortgage Pool—The Whole Loans”.

At any time that the Controlling Class Certificateholder is the holder of a majority of the Class E certificates and the Class E certificates are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder and (b) to exercise any of the Directing Certificateholder’s rights set forth in the PSA by irrevocable written notice delivered to the depositor, certificate administrator, master servicers, special servicers and operating advisor. During such time, the applicable special servicer will be required to consult with only the operating advisor in connection with asset status reports and material special servicing actions to the extent set forth in the PSA, and no Controlling Class Certificateholder will be recognized or have any right to replace such special servicer or approve or be consulted with respect to asset status reports or material special servicer actions. Any such waiver will remain effective until such time as the majority Controlling Class Certificateholder sells or transfers all or a portion of its interest in the certificates to an unaffiliated third party if such unaffiliated third party then holds the majority of the Controlling Class after giving effect to such transfer. Following any such sale or transfer of Class E certificates, the successor Class E certificateholder that is the majority Controlling Class Certificateholder will be reinstated as, and will again have the rights of, the Controlling

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Class Certificateholder without regard to any prior waiver by the predecessor certificateholder that was the majority Controlling Class Certificateholder. The successor Class E certificateholder that is the Controlling Class Certificateholder will also have the right to irrevocably waive its right to appoint the Directing Certificateholder and to exercise any of the rights of the Controlling Class Certificateholder. In the event of any transfer of the Class E certificates by a Controlling Class Certificateholder that had irrevocably waived its rights as described in this paragraph, the successor Controlling Class Certificateholder that purchased such Class E certificates, even if it does not waive its rights as described in the preceding sentence, will not have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Loan prior to such successor Controlling Class Certificateholder’s purchase of such Class E certificates and had not become a Corrected Loan prior to such purchase until such Mortgage Loan becomes a Corrected Loan.

For a description of certain restrictions on any modification, waiver or amendment to the Mortgage Loan documents, see “—Modifications, Waivers and Amendments” above.

Servicing Override

In the event that the applicable master servicer or the applicable special servicer, as applicable, determines that immediate action with respect to any Major Decision (or any other matter requiring consent of the Directing Certificateholder with respect to any Mortgage Loan other than an Excluded Loan as to the Directing Certificateholder or the holder of the majority of the Controlling Class, and with respect to the Directing Certificateholder, prior to the occurrence and continuance of a Control Termination Event in the PSA (or any matter requiring consultation with the Directing Certificateholder, the Risk Retention Consultation Party or the operating advisor)) is necessary to protect the interests of the Certificateholders (and, with respect to a Serviced Whole Loan, the interest of the Certificateholders and the holders of any related Serviced Pari Passu Companion Loan), as a collective whole (taking into account thepari passu nature of any Companion Loan), such master servicer or special servicer, as the case may be, may take any such action without waiting for the Directing Certificateholder’s response (or without waiting to consult with the Directing Certificateholder, the Risk Retention Consultation Party or the operating advisor, as the case may be);providedthat such special servicer or master servicer, as applicable, provides the Directing Certificateholder and the Risk Retention Consultation Party (or the operating advisor, if applicable) with prompt written notice following such action including a reasonably detailed explanation of the basis for such action.

Similarly, with respect to any Serviced A/B Whole Loan, in the event that the master servicer or the special servicer, as applicable, determines that immediate action with respect to any Major Decision (or any other matter requiring consent of the related holder of the Subordinate Companion Loan prior to the occurrence and continuance of a Control Appraisal Period (or any matter requiring consultation with the related holder of the Subordinate Companion Loan) is necessary to protect the interests of the Certificateholders, as a collective whole (taking into account the subordinate nature of the related Subordinate Companion Loan), the master servicer or the special servicer, as the case may be, may take any such action without waiting for the related Companion Holder’s response (or without waiting to consult with the related Companion Holder);provided that the special servicer or master servicer, as applicable, provides the related holder of the Subordinate Companion Loan with prompt written notice following such action including a reasonably detailed explanation of the basis for such action.

In addition, neither the applicable master servicer nor the applicable special servicer (i) will be required to take or refrain from taking any action pursuant to instructions or objections from the Directing Certificateholder or, in the case of any Serviced A/B Whole

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Loan, the holder of the related Subordinate Companion Loan or (ii) may follow any advice or consultation provided by the Directing Certificateholder, the Risk Retention Consultation Party or the holder of a Serviced Pari Passu Companion Loan (or its representative), or, in the case of a Serviced A/B Whole Loan, the holder of the related Subordinate Companion Loan that would (1) cause it to violate any applicable law, the related Mortgage Loan documents, any related Intercreditor Agreement, the PSA, including the Servicing Standard, or the REMIC provisions, (2) expose any master servicer, any special servicer, the certificate administrator, the operating advisor, the asset representations reviewer, the issuing entity or the trustee to liability, (3) materially expand the scope of responsibilities of a master servicer or special servicer, as applicable, under the PSA or (4) cause such master servicer or special servicer, as applicable, to act, or fail to act, in a manner which in the reasonable judgment of such master servicer or special servicer, as applicable, is not in the best interests of the Certificateholders.

Rights of the Directing Certificateholder with respect to Non-Serviced Mortgage Loans or Servicing Shift Whole Loans

With respect to any Non-Serviced Whole Loan or Servicing Shift Whole Loan, the Directing Certificateholder for this securitization will not be entitled to exercise the rights described above, but such rights, or rights substantially similar to those rights, will be exercisable by the related Non-Serviced Directing Certificateholder or Controlling Holder, as applicable. The issuing entity, as the holder of a Non-Serviced Mortgage Loan or Servicing Shift Mortgage Loan, has consultation rights with respect to certain major decisions relating to the related Non-Serviced Whole Loan or Servicing Shift Whole Loan, as applicable, and, other than in respect of an Excluded Loan as to the Directing Certificateholder or the holder of the majority of the Controlling Class, so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder will be entitled to exercise such consultation rights of the issuing entity pursuant to the terms of the related Intercreditor Agreement. In addition, other than in respect of an applicable Excluded Loan, so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder may have certain consent rights in connection with a sale of a Non-Serviced Whole Loan or Servicing Shift Whole Loan that has become a defaulted loan under the PSA or the related Non-Serviced PSA, as applicable. See also “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “—Servicing of the Non-Serviced Mortgage Loans”.

Rights of the Holders of Serviced Pari Passu Companion Loans

With respect to a Serviced Whole Loan that has a related Pari Passu Companion Loan, the holder of the related Pari Passu Companion Loan has consultation rights with respect to certain Major Decisions and notice and information rights in connection with the sale of such Serviced Whole Loan if it has become a Defaulted Loan to the extent described in “Description of the Mortgage Pool—The Whole Loans—The Serviced Whole Loans” and “—Sale of Defaulted Loans and REO Properties”.

Limitation on Liability of Directing Certificateholder

The Directing Certificateholder will not be liable to the issuing entity or the Certificateholders for any action taken, or for refraining from the taking of any action, or for errors in judgment. However, the Directing Certificateholder will not be protected against any liability to the Controlling Class Certificateholders that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of duties or by

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reason of reckless disregard of obligations or duties owed to the Controlling Class Certificateholders.

Each Certificateholder will acknowledge and agree, by its acceptance of its certificates, that the Directing Certificateholder:

(a)may have special relationships and interests that conflict with those of holders of one or more classes of certificates;

(b)may act solely in the interests of the holders of the Controlling Class;

(c)does not have any liability or duties to the holders of any class of certificates other than the Controlling Class;

(d)may take actions that favor the interests of the holders of one or more classes including the Controlling Class over the interests of the holders of one or more other classes of certificates; and

(e)will have no liability whatsoever for having so acted as set forth in (a) – (d) above, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal of the Directing Certificateholder for having so acted.

The taking of, or refraining from taking, any action by either master servicer or either special servicer in accordance with the direction of or approval of the Directing Certificateholder, which does not violate the terms of any Mortgage Loan, any law, the Servicing Standard or the provisions of the PSA or the related Intercreditor Agreement, will not result in any liability on the part of such master servicer or special servicer.

Each Certificateholder will acknowledge and agree, by its acceptance of its certificates, that the holders of a Servicing Shift Companion Loan, a Non-Serviced Companion Loan or a Control Note (prior to the occurrence and continuance of a Control Appraisal Period, if applicable) or their respective designees (e.g., the related Non-Serviced Directing Certificateholder) will have limitations on liability with respect to actions taken in connection with the related Mortgage Loan similar to the limitations of the Directing Certificateholder described above pursuant to the terms of the related Intercreditor Agreement and the related Non-Serviced PSA. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans”.

The Operating Advisor

General

The operating advisor will act solely as a contracting party to the extent set forth in the PSA, and in accordance with the Operating Advisor Standard, and will have no fiduciary duty to any party. The operating advisor’s duties will be limited to its specific duties under the PSA, and the operating advisor will have no duty or liability to any particular class of certificates or any Certificateholder. The operating advisor is not a special servicer or a sub-servicer and will not be charged with changing the outcome on any particular Specially Serviced Loan. By purchasing a certificate, potential investors acknowledge and agree that there could be multiple strategies to resolve any Specially Serviced Loan and that the goal of the operating advisor’s participation is to provide additional input relating to the special servicers’ compliance with the Servicing Standard in making its determinations as to which strategy to execute.

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Potential investors should note that the operating advisor is not an “advisor” for any purpose other than as specifically set forth in the PSA and is not an advisor to any person, including without limitation any Certificateholder. For the avoidance of doubt, the operating advisor is not an “investment adviser” within the meaning of the Investment Advisers Act of 1940, as amended. See “Risk Factors—Other Risks Relating to the Certificates—Your Lack of Control Over the Issuing Entity and the Mortgage Loans Can Impact Your Investment”.

Notwithstanding the foregoing, the operating advisor will generally have no obligations or consultation rights as operating advisor under the PSA for this transaction with respect to any Non-Serviced Whole Loan (which will be serviced pursuant to the related Non-Serviced PSA) or any related REO Properties. Meanwhile, the operating advisors or equivalent parties under the applicable Non-Serviced PSA have certain obligations and consultation rights with respect to the related Non-Serviced Companion Loan.

Duties of Operating Advisor While No Control Termination Event Has Occurred and Is Continuing

With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan or Servicing Shift Mortgage Loan) or Serviced Whole Loan (other than a Servicing Shift Whole Loan), unless a Control Termination Event has occurred and is continuing (or, with respect to any Serviced A/B Whole Loan, after the occurrence and during the continuance of both a Control Termination Event and (if applicable) a Control Appraisal Period), the operating advisor’s obligations will be limited to the following, and generally will not involve an assessment of specific actions of either special servicer:

(a)promptly reviewing information available to Privileged Persons on the certificate administrator’s website that is relevant to the operating advisor’s obligations under the PSA;

(b)promptly reviewing each Final Asset Status Report; and

(c)reviewing any Appraisal Reduction Amount and net present value calculations used in the applicable special servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan (after they have been finalized); however the operating advisor may not opine on, or otherwise call into question, such Appraisal Reduction Amount calculations and/or net present value calculations (except that if the operating advisor discovers a mathematical error contained in such calculations, then the operating advisor will be required to notify such special servicer of such error).

The operating advisor’s review of information (other than a Final Asset Status Report and information accompanying such report) or interaction with the applicable special servicer related to any specific Specially Serviced Loan is only to provide background information to support the operating advisor’s duties following a servicing transfer, if needed, or to allow more meaningful interaction with such special servicer.

A “Final Asset Status Report”, with respect to any Specially Serviced Loan, means each related Asset Status Report, together with such other data or supporting information provided by the applicable special servicer to the Directing Certificateholder or the Risk Retention Consultation Party which does not include any communication (other than the related Asset Status Report) between such special servicer and Directing Certificateholder or the Risk Retention Consultation Party with respect to such Specially Serviced Loan;provided that, with respect to any Mortgage Loan other than an Excluded Loan, so long as no Control Termination Event has occurred and is continuing, no Asset Status Report will be considered

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to be a Final Asset Status Report unless the Directing Certificateholder has either finally approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval or consent or has been deemed to have approved or consented to such action or the Asset Status Report is otherwise implemented by the applicable special servicer in accordance with the terms of the PSA. In addition, after the occurrence and continuance of a Control Termination Event, no Asset Status Report will be a Final Asset Status Report unless and until the operating advisor is consulted with or deemed to have been consulted with pursuant to the PSA. No such consultation will be required prior to a Control Termination Event and, during such period, the operating advisor is only required to review Final Asset Status Reports delivered to it by the special servicers.

Duties of Operating Advisor While a Control Termination Event Has Occurred and Is Continuing

With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, while both a Control Termination Event and (if applicable) a Control Appraisal Period have occurred and are continuing, the operating advisor’s obligations will consist of the following:

(a)the operating advisor will be required to consult (on a non-binding basis) with the applicable special servicer in respect of the Asset Status Reports in accordance with the Operating Advisor Standard, as described under “—Asset Status Report”;

(b)the operating advisor will be required to consult (on a non-binding basis) with the applicable special servicer in accordance with the Operating Advisor Standard with respect to Major Decisions as described under “—The Directing Certificateholder—Major Decisions”;

(c)the operating advisor will be required to prepare an annual report (if any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan was a Specially Serviced Loan during the prior calendar year) substantially in the form attached to this prospectus as Annex C to be provided to the trustee, the applicable master servicer, the applicable special servicer, the Rating Agencies, the certificate administrator (and made available through the certificate administrator’s website) and the 17g-5 Information Provider (and made available through the 17g-5 Information Provider’s website) in accordance with the Operating Advisor Standard, as described below under “—Annual Report”; and

(d)the operating advisor will be required to promptly recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with: (1) any Appraisal Reduction Amount or Collateral Deficiency Amount (if the special servicer has calculated any such Appraisal Reduction Amount or Collateral Deficiency Amount) or (2) net present value calculations used in the applicable special servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan prior to utilization by such special servicer.

In connection with the performance of the duties described in clause (d) above:

(i)after the calculation but prior to the utilization by the applicable special servicer, such special servicer will be required to deliver the foregoing calculations together with information and support materials (including such additional information reasonably requested by the operating advisor to confirm the

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mathematical accuracy of such calculations, but not including any Privileged Information) to the operating advisor;

(ii)if the operating advisor does not agree with the mathematical calculations or the application of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the operating advisor and the applicable special servicer will be required to consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any disagreement; and

(iii)if the operating advisor and the applicable special servicer are not able to resolve such matters, the operating advisor will be required to promptly notify the certificate administrator and the certificate administrator will be required to examine the calculations and supporting materials provided by such special servicer and the operating advisor and determine which calculation is to apply and will provide such parties prompt written notice of its determination.

The “Operating Advisor Standard” means the requirement that the operating advisor must act solely on behalf of the issuing entity and in the best interest of, and for the benefit of, the Certificateholders and, with respect to any Serviced Whole Loan for the benefit of the holders of the related Companion Loan (as a collective whole as if such Certificateholders and Companion Holders constituted a single lender), and not to holders of any particular class of certificates (as determined by the operating advisor in the exercise of its good faith and reasonable judgment), but without regard to any conflict of interest arising from any relationship that the operating advisor or any of its affiliates may have with any of the underlying borrowers, any sponsor, any mortgage loan seller, the depositor, any master servicer, any special servicer, the asset representations reviewer, any Certificateholder, the Directing Certificateholder, the Risk Retention Consultation Party, or any of their respective affiliates.

Annual Report.After the occurrence and during the continuance of a Control Termination Event, based on the operating advisor’s review of any Assessment of Compliance report, Attestation Report, Asset Status Report and other information (other than any communications between the Directing Certificateholder and the applicable special servicer that would be Privileged Information) delivered to the operating advisor by the applicable special servicer, including each Asset Status Report delivered during the prior calendar year, the operating advisor will (if any Mortgage Loans were Specially Serviced Loans in the prior calendar year) prepare an annual report substantially in the form attached to this prospectus as Annex C to be provided to the 17g-5 Information Provider (and made available through the 17g-5 Information Provider’s website) and the certificate administrator for the benefit of the Certificateholders (and made available through the certificate administrator’s website) within 120 days of the end of the prior calendar year for which a Control Termination Event was continuing as of December 31 and setting forth its assessment of such special servicer’s performance of its duties under the PSA during the prior calendar year with respect to the resolution and/or liquidation of Specially Serviced Loans that such special servicer is responsible for servicing under the PSA;provided,however, that in the event such special servicer is replaced, the operating advisor’s annual report will only relate to the entity that was acting as special servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of such annual report. In preparing any operating advisor annual report, the operating advisor will not be required to report on instances of non-compliance with, or deviations from, the Servicing Standard or the applicable special servicer’s obligations under the PSA that the operating advisor determines, in accordance with the Operating Advisor Standard, to be immaterial.

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The operating advisor’s annual report will be prepared on the basis of the applicable special servicer’s performance of its duties as they relate to the resolution and liquidation of Specially Serviced Loans, taking into account the applicable special servicer’s specific duties under the PSA as well as the extent to which those duties were performed in accordance with the Servicing Standard, with reasonable consideration by the operating advisor of the items required to be reviewed by it pursuant to the PSA. Notwithstanding the foregoing, no annual report will be required from the operating advisor with respect to a special servicer if, during the prior calendar year, no Final Asset Status Report was prepared by such special servicer in connection with a Specially Serviced Loan or REO Property.

No annual report prepared by the operating advisor under the circumstances described above will be permitted to include an analysis of the special servicer’s performance in respect of any Serviced A/B Whole Loan until after the occurrence and continuance of a related Control Appraisal Period under the related Intercreditor Agreement.

The applicable special servicer must be given an opportunity to review any annual report produced by the operating advisor at least 5 business days prior to its delivery to the certificate administrator and the 17g-5 Information Provider;provided that the operating advisor will have no obligation to adopt any comments to such annual report that are provided by such special servicer.

In each annual report, the operating advisor will identify any material deviations (i) from the Servicing Standard and (ii) from the applicable special servicer’s obligations under the PSA with respect to the resolution or liquidation of Specially Serviced Loans or REO Properties that such special servicer is responsible for servicing under the PSA (other than with respect to any REO Property related to a Non-Serviced Mortgage Loan) based on the limited review required in the PSA. Each annual report will be required to comply with the confidentiality requirements, subject to certain exceptions, each as described in this prospectus and as provided in the PSA regarding Privileged Information.

The ability to perform the duties of the operating advisor and the quality and the depth of any annual report will be dependent upon the timely receipt of information prepared or made available by others and the accuracy and the completeness of such information. In addition, in no event will the operating advisor have the power to compel any transaction party to take, or refrain from taking, any action. It is possible that the lack of access to Privileged Information may limit or prohibit the operating advisor from performing its duties under the PSA, in which case any annual report will describe any resulting limitations, and the operating advisor will not be subject to any liability arising from such limitations or prohibitions. The operating advisor will be entitled to conclusively rely on the accuracy and completeness of any information it is provided without liability for any such reliance thereunder.

Recommendation of the Replacement of a Special Servicer

After the occurrence and during the continuance of a Consultation Termination Event, if the operating advisor determines that the applicable special servicer is not performing its duties as required under the PSA or is otherwise not acting in accordance with the Servicing Standard, the operating advisor may recommend the replacement of such special servicer in the manner described in “—Replacement of a Special Servicer Without Cause”.

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Eligibility of Operating Advisor

The operating advisor will be required to be an Eligible Operating Advisor at all times during the term of the PSA. “Eligible Operating Advisor” means an institution:

(i)that is a special servicer or operating advisor on a commercial mortgage-backed securities transaction rated by the Rating Agencies (including, in the case of the operating advisor, this transaction) but has not been a special servicer or operating advisor on a transaction for which any Rating Agency has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such transaction citing servicing or other relevant concerns with the special servicer or operating advisor, as applicable, as the sole or a material factor in such rating action;

(ii)that can and will make the representations and warranties of the operating advisor set forth in the PSA;

(iii)that is not (and is not affiliated with) the depositor, the trustee, the certificate administrator, a master servicer, a special servicer, a mortgage loan seller, the Directing Certificateholder, the Risk Retention Consultation Party or a depositor, a trustee, a certificate administrator, a master servicer or a special servicer with respect to the securitization of a Companion Loan, or any of their respective affiliates;

(iv)that has not been paid by any special servicer or successor special servicer any fees, compensation or other remuneration (x) in respect of its obligations under the PSA or (y) for the appointment or recommendation for replacement of a successor special servicer to become the special servicer; and

(v)that (x) has been regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and has at least five years of experience in collateral analysis and loss projections, and (y) has at least five years of experience in commercial real estate asset management and experience in the workout and management of distressed commercial real estate assets.

Other Obligations of Operating Advisor

At all times, subject to the Privileged Information Exception, the operating advisor and its affiliates will be obligated to keep confidential any information appropriately labeled “Privileged Information” received from a special servicer or the Directing Certificateholder in connection with the Directing Certificateholder’s exercise of any rights under the PSA (including, without limitation, in connection with any Asset Status Report) or otherwise in connection with the transaction, except under the circumstances described below. As used in this prospectus, “Privileged Information” means (i) any correspondence between the Directing Certificateholder or the Risk Retention Consultation Party and a special servicer related to any Specially Serviced Loan (other than with respect to an Excluded Loan as to such party) or the exercise of the Directing Certificateholder’s consent or consultation rights or the Risk Retention Consultation Party’s consultation rights under the PSA, (ii) any strategically sensitive information that the applicable special servicer has reasonably determined could compromise the issuing entity’s position in any ongoing or future negotiations with the related borrower or other interested party that is labeled or otherwise identified as Privileged Information by the applicable special servicer, (iii) information subject to attorney-client privilege and (iv) any Asset Status Report or Final Asset Status Report.

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The operating advisor is required to keep all such labeled Privileged Information confidential and may not disclose such labeled Privileged Information to any person (including Certificateholders other than the Directing Certificateholder), other than (1) to the extent expressly required by the PSA, to the other parties to the PSA with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to the PSA that receives Privileged Information from the operating advisor with a notice stating that such information is Privileged Information may not disclose such Privileged Information to any person without the prior written consent of the applicable special servicer and, unless a Control Termination Event has occurred, the Directing Certificateholder (with respect to any Mortgage Loan other than a Non-Serviced Whole Loan and other than any applicable Excluded Loan) other than pursuant to a Privileged Information Exception.

“Privileged Information Exception” means, with respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the master servicers, the special servicers, the operating advisor, the asset representations reviewer, the certificate administrator and the trustee, as evidenced by an officer’s certificate (which, in the case of the master servicers or the special servicers, is required to be from a servicing officer and, in the case of the trustee or the certificate administrator, is required to be from a responsible officer) certifying that such party has determined that it is required by law, rule, regulation, order, judgment or decree to disclose such information (which shall be an additional expense of the Trust) delivered to each of the master servicers, the special servicers, the Directing Certificateholder, the operating advisor, the asset representations reviewer, the certificate administrator and the trustee) required by law, rule, regulation, order, judgment or decree to disclose such information.

Neither the operating advisor nor any of its affiliates may make any investment in any class of certificates; provided,however, that such prohibition will not apply to (i) riskless principal transactions effected by a broker dealer affiliate of the operating advisor or (ii) investments by an affiliate of the operating advisor if the operating advisor and such affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the operating advisor under the PSA from personnel involved in such affiliate’s investment activities and (B) prevent such affiliate and its personnel from gaining access to information regarding the issuing entity and the operating advisor and its personnel from gaining access to such affiliate’s information regarding its investment activities.

Delegation of Operating Advisor’s Duties

The operating advisor may delegate its duties to agents or subcontractors in accordance with the PSA;however, the operating advisor will remain obligated and primarily liable for any actions required to be performed by it under the PSA without diminution of such obligation or liability or related obligation or liability by virtue of such delegation or arrangements or by virtue of indemnification from any person acting as its agents or subcontractor to the same extent and under the same terms and conditions as if the operating advisor alone were performing its obligations under the PSA.

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Termination of the Operating Advisor With Cause

The following constitute operating advisor termination events under the PSA (each, an “Operating Advisor Termination Event”), whether any such event is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body:

(a)any failure by the operating advisor to observe or perform in any material respect any of its covenants or agreements or the material breach of any of its representations or warranties under the PSA, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, is given to the operating advisor by any party to the PSA or to the operating advisor, the certificate administrator and the trustee by the holders of certificates having greater than 25% of the aggregate Voting Rights; provided that with respect to any such failure which is not curable within such 30 day period, the operating advisor will have an additional cure period of 30 days to effect such cure so long as it has commenced to cure such failure within the initial 30 day period and has provided the trustee and the certificate administrator with an officer’s certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;

(b)any failure by the operating advisor to perform in accordance with the Operating Advisor Standard which failure continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, is given to the operating advisor by any party to the PSA;

(c)any failure by the operating advisor to be an Eligible Operating Advisor, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, is given to the operating advisor by any party to the PSA;

(d)a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, was entered against the operating advisor, and such decree or order remained in force undischarged or unstayed for a period of 60 days;

(e)the operating advisor consents to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the operating advisor or of or relating to all or substantially all of its property; or

(f)the operating advisor admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations.

Upon receipt by the certificate administrator of notice of the occurrence of any Operating Advisor Termination Event, the certificate administrator will be required to promptly provide written notice to all Certificateholders electronically by posting such notice on its internet website and by mail, unless the certificate administrator has received notice that such Operating Advisor Termination Event has been remedied.

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Rights Upon Operating Advisor Termination Event

After the occurrence of an Operating Advisor Termination Event, the trustee may, and upon the written direction of Certificateholders representing at least 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the classes of certificates), the trustee will, promptly terminate the operating advisor for cause and appoint a replacement operating advisor that is an Eligible Operating Advisor;provided that no such termination will be effective until a successor operating advisor has been appointed and has assumed all of the obligations of the operating advisor under the PSA. The trustee may rely on a certification by the replacement operating advisor that it is an Eligible Operating Advisor. If the trustee is unable to find a replacement operating advisor that is an Eligible Operating Advisor within 30 days of the termination of the operating advisor, the depositor will be permitted to find a replacement.

Upon any termination of the operating advisor and appointment of a successor operating advisor, the trustee will, as soon as possible, be required to give written notice of the termination and appointment to the special servicers, the master servicers, the certificate administrator, the depositor, the Directing Certificateholder, the Risk Retention Consultation Party, any Companion Loan holder, the Certificateholders and the 17g-5 Information Provider (and made available through the 17g-5 Information Provider’s website).

Waiver of Operating Advisor Termination Event

The holders of certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event may waive such Operating Advisor Termination Event within 20 days of the receipt of notice from the trustee of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating Advisor Termination Event will cease to exist and will be deemed to have been remedied. Upon any such waiver of an Operating Advisor Termination Event by Certificateholders, the trustee and the certificate administrator will be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor Termination Event prior to such waiver from the issuing entity.

Termination of the Operating Advisor Without Cause

After the occurrence and during the continuance of a Consultation Termination Event, the operating advisor may be removed upon (i) the written direction of Certificateholders evidencing not less than 25% of the Voting Rights (taking into account the application of Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of classes to which such Cumulative Appraisal Reduction Amounts are allocable) requesting a vote to replace the operating advisor with a replacement operating advisor that is an Eligible Operating Advisor selected by such Certificateholders, (ii) payment by such requesting holders to the certificate administrator of all reasonable fees and expenses to be incurred by the certificate administrator in connection with administering such vote and (iii) receipt by the trustee of the Rating Agency Confirmation with respect to such removal.

The certificate administrator will be required to promptly provide written notice to all Certificateholders of such request by posting such notice on its internet website, and by mail, and conduct the solicitation of votes of all certificates in such regard.

Upon the vote or written direction of holders of at least 75% of the Voting Rights (taking into account the application of Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of classes to which such Cumulative Appraisal Reduction Amounts

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are allocable), the trustee will immediately replace the operating advisor with the replacement operating advisor.

In addition, in the event there are no classes of certificates outstanding other than the Control Eligible Certificates, the RR Interest and the Class X-E, Class V and Class R certificates, then all of the rights and obligations of the operating advisor under the PSA will terminate without payment of any penalty or termination fee (other than any rights or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation) and other than indemnification rights arising out of events occurring prior to such termination). If the operating advisor is terminated pursuant to the foregoing sentence, then no replacement operating advisor will be appointed.

Resignation of the Operating Advisor

The operating advisor may resign upon 30 days’ prior written notice to the depositor, the master servicers, the special servicers, the trustee, the certificate administrator, the asset representations reviewer, the Directing Certificateholder and the Risk Retention Consultation Party, if applicable, if the operating advisor has secured a replacement operating advisor that is an Eligible Operating Advisor and such replacement operating advisor has accepted its appointment as the replacement operating advisor and receipt by the trustee of a Rating Agency Confirmation from each Rating Agency. If no successor operating advisor has been so appointed and accepted the appointment within 30 days after the notice of resignation, the resigning operating advisor may petition any court of competent jurisdiction for the appointment of a successor operating advisor that is an Eligible Operating Advisor. The resigning operating advisor must pay all costs and expenses associated with the transfer of its duties.

Operating Advisor Compensation

Certain fees will be payable to the operating advisor, and the operating advisor will be entitled to be reimbursed for certain expenses, as described under “Transaction Parties—The Operating Advisor and Asset Representations Reviewer”.

In the event the operating advisor resigns or is terminated for any reason it will remain entitled to any accrued and unpaid fees and reimbursement of Operating Advisor Expenses and any rights to indemnification provided under the PSA with respect to the period for which it acted as operating advisor.

The operating advisor will be entitled to reimbursement of certain expenses incurred by the operating advisor in the event that the operating advisor is terminated without cause. See “—Termination of the Operating Advisor Without Cause” above.

The Asset Representations Reviewer

Asset Review

Asset Review Trigger

On or prior to each Distribution Date, based on the CREFC^® delinquent loan status report and/or the CREFC^® loan periodic update file delivered by each master servicer for such Distribution Date, the certificate administrator will be required to determine if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the certificate administrator will be required to promptly provide notice to the asset representations reviewer and to provide notice to all Certificateholders by posting a notice of

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its determination on its internet website and by mailing such notice to the Certificateholders’ addresses appearing in the certificate register. On each Distribution Date after providing such notice to the Certificateholders, the certificate administrator, based on information provided to it by a master servicer or a special servicer, will be required to determine whether (1) any additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2) and/or (3), deliver such information in a written notice (which may be via email) within 2 business days to the master servicers, the special servicers, the operating advisor and the asset representations reviewer.

An “Asset Review Trigger” will occur when either (1) Mortgage Loans with an aggregate outstanding principal balance of 25.0% or more of the aggregate outstanding principal balance of all of the Mortgage Loans (including any successor REO Loans) held by the issuing entity as of the end of the applicable Collection Period are Delinquent Loans or (2)(A) prior to and including the second (2^nd) anniversary of the Closing Date, at least ten (10) Mortgage Loans are Delinquent Loans as of the end of the applicable Collection Period and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 15.0% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any successor REO Loans) held by the issuing entity as of the end of the applicable Collection Period, or (B) after the second (2nd) anniversary of the Closing Date, at least fifteen (15) Mortgage Loans are Delinquent Loans as of the end of the applicable Collection Period and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 20.0% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any successor REO Loans) held by the issuing entity as of the end of the applicable Collection Period. The PSA will require that the certificate administrator include in the Distribution Report on Form 10-D relating to the distribution period in which the Asset Review Trigger occurred a description of the events that caused the Asset Review Trigger to occur.

We believe this Asset Review Trigger is appropriate considering the unique characteristics of pools of Mortgage Loans underlying CMBS. See “Risk Factors—Risks Relating to the Mortgage Loans—Static Pool Data Would Not Be Indicative of the Performance of this Pool”. While we do not believe static pool information is relevant to CMBS transactions as a general matter, as a point of relative context, with respect to the 77 prior pools of commercial mortgage loans for which MSMCH (or its predecessors) was a sponsor in a public offering of CMBS with a securitization closing date on or after January 1, 2006 and on or prior to March 31, 2018, the highest percentage of loans, based on the aggregate outstanding principal balance of delinquent mortgage loans in an individual CMBS transaction, that were delinquent at least 60 days at the end of any reporting period between January 1, 2011 and March 31, 2018 was approximately 46.28%; however, the average of the highest delinquency percentages based on the aggregate outstanding principal balance of delinquent mortgage loans in the reviewed transactions was approximately 3.57%; and the highest percentage of delinquent mortgage loans, based upon the number of mortgage loans in the reviewed transactions was approximately 20.00% and the average of the highest delinquency percentages based on the number of mortgage loans in the reviewed transactions was approximately 2.16%.

This pool of Mortgage Loans is not homogeneous or granular, and there are individual Mortgage Loans that each represent a significant percentage, by outstanding principal balance, of the Mortgage Pool. For example, the 2 largest Mortgage Loans in the Mortgage Pool represent approximately 19.3% of the Initial Pool Balance. Given this Mortgage Pool composition and the fact that CMBS pools as a general matter include a small relative

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number of larger mortgage loans, we believe it would not be appropriate for the delinquency of the 2 largest Mortgage Loans, in the case of this Mortgage Pool, to cause the Asset Review Trigger to be met, as that would not necessarily be indicative of the overall quality of the Mortgage Pool. On the other hand, a significant number of delinquent Mortgage Loans by loan count could indicate an issue with the quality of the Mortgage Pool. As a result, we believe it would be appropriate to have the alternative test as set forth in clause (2) of the definition of “Asset Review Trigger”, namely to have the Asset Review Trigger be met if Mortgage Loans representing a specified percentage of the Mortgage Loans (by loan count) are Delinquent Loans, assuming those mortgage loans still meet a minimum principal balance threshold. However, given the nature of commercial mortgage loans and the inherent risks of a delinquency based solely on market conditions, a static trigger based on the number of delinquent loans would reflect a lower relative risk of an Asset Review Trigger being triggered earlier in the transaction’s lifecycle for delinquencies that are based on issues unrelated to breaches or representations and warranties and would reflect a higher relative risk later in the transaction’s lifecycle. To address this, we believe the specified percentage should increase during the life of the transaction, as provided for in clause (2) of the definition of “Asset Review Trigger”. CMBS as an asset class has historically not had a large number of claims for, or repurchases based on, breaches of representations and warranties. While the Asset Review Trigger we have selected is less than this historical peak, we feel it remains at a level that avoids a trigger based on market variability while providing an appropriate threshold to capture delinquencies that may have resulted from an underlying deficiency in one or more mortgage loan seller’s Mortgage Loans that could be the basis for claims against those mortgage loan sellers based on breaches of the representations and warranties.

“Delinquent Loan” means a Mortgage Loan that is delinquent at least 60 days in respect of its Periodic Payments or balloon payment, if any, in either case such delinquency to be determined without giving effect to any grace period.

Asset Review Vote

If Certificateholders evidencing not less than 5.0% of the Voting Rights deliver to the certificate administrator, within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence an Asset Review (an “Asset Review Vote Election”), the certificate administrator will be required to promptly provide written notice of such direction to all Certificateholders (with a copy to the asset representations reviewer), and to conduct a solicitation of votes of Certificateholders to authorize an Asset Review. Upon the affirmative vote to authorize an Asset Review by Certificateholders evidencing at least (i) a majority of those Certificateholders who cast votes and (ii) a majority of an Asset Review Quorum within 150 days of the receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the certificate administrator will be required to promptly provide written notice of such Affirmative Asset Review Vote to all parties to the PSA, the underwriters, the mortgage loan sellers, the Directing Certificateholder, the Risk Retention Consultation Party and the Certificateholders. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the asset representations reviewer will not be required to review any Delinquent Loan unless and until, as applicable, (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise in effect, (C) the certificate administrator has timely received an Asset Review Vote Election after the occurrence of the events described in clauses (A) and (B) above and (D) an Affirmative Asset Review Vote has occurred within

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150 days after the Asset Review Vote Election described in clause (C) above. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the certificate administrator in connection with administering such vote will be paid as an expense of the issuing entity from the Collection Account.

An “Asset Review Quorum” means, in connection with any solicitation of votes to authorize an Asset Review as described above, the holders of certificates evidencing at least 5.0% of the aggregate Voting Rights represented by all certificates that have Voting Rights.

Review Materials

Upon receipt of notice from the certificate administrator of an Affirmative Asset Review Vote (the “Asset Review Notice”), the custodian (with respect to clauses (i) – (v) for all Mortgage Loans), the applicable master servicer (with respect to clause (vi) for non-Specially Serviced Loans for which it acts as master servicer) and the applicable special servicer (with respect to clause (vi) for Specially Serviced Loans), in each case to the extent in such party’s possession, will be required to promptly, but in no event later than within 10 business days, provide the following materials in electronic format to the asset representations reviewer (collectively, with the Diligence Files posted to the secure data room by the certificate administrator, a copy of the prospectus, a copy of each related MLPA and a copy of the PSA, the “Review Materials”):

(i)a copy of an assignment of the Mortgage in favor of the trustee, with evidence of recording thereon, for each Delinquent Loan that is subject to an Asset Review;

(ii)a copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;

(iii)a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not already covered pursuant to items (i) or (ii) above;

(iv)a copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent Loan that is subject to an Asset Review;

(v)a copy of an assignment in favor of the trustee of any financing statement executed and filed in the relevant jurisdiction related to each Delinquent Loan that is subject to an Asset Review; and

(vi)any other related documents that were entered into or delivered in connection with the origination of such Mortgage Loan that the asset representations reviewer has determined are necessary in connection with its completion of any Asset Review and that are requested by the asset representations reviewer, in the time frames and as otherwise described below.

In the event that, as part of an Asset Review of a Mortgage Loan, the asset representations reviewer determines that it is missing any document that is required to be part of the Review Materials for such Mortgage Loan and that is necessary in connection with its completion of the Asset Review, the asset representations reviewer will promptly,

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but in no event later than 10 business days after receipt of the Review Materials, notify the applicable master servicer (with respect to non-Specially Serviced Loans) or the applicable special servicer (with respect to Specially Serviced Loans), as applicable, of such missing document(s), and request such master servicer or special servicer, as applicable, promptly, but in no event later than 10 business days after receipt of notification from the asset representations reviewer, deliver to the asset representations reviewer such missing document(s) to the extent in its possession. In the event any missing documents are not provided by the applicable master servicer or special servicer, as applicable, within such 10 business day period, the asset representations reviewer will be required to request such documents from the related mortgage loan seller. The mortgage loan seller will be required under the related MLPA to deliver such additional documents only to the extent such documents are in the possession of such party but in any event excluding any documents that contain information that is proprietary to the related originator or mortgage loan seller or any draft documents or privileged or internal communications.

The asset representations reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a person that is not a party to the PSA or the related mortgage loan seller, and will do so only if such information can be independently verified (without unreasonable effort or expense to the asset representations reviewer) and is determined by the asset representations reviewer in its good faith and sole discretion to be relevant to the Asset Review (any such information, “Unsolicited Information”), as described below.

Asset Review

Upon its receipt of the Asset Review Notice and access to the Diligence Files posted to the secure data room with respect to a Delinquent Loan, the asset representations reviewer, as an independent contractor, will be required to commence a review of the compliance of each Delinquent Loan with the representations and warranties related to that Delinquent Loan (such review, the “Asset Review”). An Asset Review of each Delinquent Loan will consist of the application of a set of pre-determined review procedures (the “Tests”) for each representation and warranty made by the applicable mortgage loan seller with respect to such Delinquent Loan;provided, that the asset representations reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials if, and only to the extent, the asset representations reviewer determines pursuant to the Asset Review Standard that it is necessary to modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance with the Asset Review Standard. Once an Asset Review of a Mortgage Loan is completed, no further Asset Review will be required of or performed on that Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent Loan or become a Delinquent Loan again at the time when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent to the occurrence of such Asset Review Trigger.

“Asset Review Standard” means the performance by the asset representations reviewer of its duties under the PSA in good faith subject to the express terms of the PSA. All determinations or assumptions made by the asset representations reviewer in connection with an Asset Review are required to be made in the asset representations reviewer’s good faith discretion and judgment based on the facts and circumstances known to it at the time of such determination or assumption.

No Certificateholder will have the right to change the scope of the asset representations reviewer’s review, and the asset representations reviewer will not be required to review any information other than (i) the Review Materials and (ii) if applicable, Unsolicited Information.

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The asset representations reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively rely on such Review Materials.

The asset representations reviewer must prepare a preliminary report with respect to each delinquent loan within 56 days after the date on which access to the secure data room is provided by the certificate administrator. In the event that the asset representations reviewer determines that the Review Materials are insufficient to complete a Test and such missing documentation is not delivered to the asset representations reviewer by the applicable master servicer (with respect to non-Specially Serviced Loans) or the applicable special servicer (with respect to Specially Serviced Loans), to the extent in the possession of the applicable master servicer or applicable special servicer, as applicable, or from the related mortgage loan seller within 10 business days following the request by the asset representations reviewer to the applicable master servicer, the applicable special servicer or the related mortgage loan seller, as the case may be, as described above, the asset representations reviewer will list such missing documents in a preliminary report setting forth the preliminary results of the application of the Tests and the reasons why such missing documents are necessary to complete a Test and (if the asset representations reviewer has so concluded) that the absence of such documents will be deemed to be a failure of such Test. The asset representations reviewer will be required to provide such preliminary report to the applicable master servicer (with respect to non-Specially Serviced Loans) or the applicable special servicer (with respect to Specially Serviced Loans), and the related mortgage loan seller. If the preliminary report indicates that any of the representations and warranties fails or is deemed to fail any Test, the mortgage loan seller will have 90 days (the “Cure/Contest Period”) to remedy or otherwise refute the failure. Any documents or explanations to support the related mortgage loan seller’s claim that the representation and warranty has not failed a Test or that any missing documents in the Review Materials are not required to complete a Test will be sent by the related mortgage loan seller to the asset representations reviewer. For the avoidance of doubt, the asset representations reviewer will not be required to prepare a preliminary report in the event the asset representations reviewer determines that there is no Test failure with respect to the related Delinquent Loan.

The asset representations reviewer will be required, within 60 days after the date on which access to the secure data room is provided to the asset representations reviewer by the certificate administrator or within 10 days after the expiration of the Cure/Contest Period (whichever is later), to complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report setting forth the asset representations reviewer’s findings and conclusions as to whether or not it has determined there is any evidence of a failure of any Test based on the Asset Review and a statement that the asset representations reviewer’s findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”) to each party to the PSA, the related mortgage loan seller for each Delinquent Loan and the Directing Certificateholder, and (ii) a summary of the asset representations reviewer’s conclusions included in such Asset Review Report (an “Asset Review Report Summary”) to the trustee and certificate administrator. The period of time by which the Asset Review Report must be completed and delivered may be extended by up to an additional 30 days, upon written notice to the parties to the PSA and the related mortgage loan seller, if the asset representations reviewer determines pursuant to the Asset Review Standard that such additional time is required due to the characteristics of the Mortgage Loans and/or the Mortgaged Property or Mortgaged Properties. In no event will the asset representations reviewer be required to determine whether any Test failure constitutes a Material Defect, or whether the issuing entity should enforce any rights it may

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have against the related mortgage loan seller, which, in each such case, will be the responsibility of the Enforcing Servicer. See “—Enforcement of Mortgage Loan Seller’s Obligations Under the MLPA” below. In addition, in the event that the asset representations reviewer does not receive any documentation that it requested from a master servicer (with respect to non-Specially Serviced Loans), a special servicer (with respect to Specially Serviced Loans) or the related mortgage loan seller in sufficient time to allow the asset representations reviewer to complete its Asset Review and deliver an Asset Review Report, the asset representations reviewer will be required to prepare the Asset Review Report solely based on the documentation received by the asset representations reviewer with respect to the related Delinquent Loan, and the asset representations reviewer will have no responsibility to independently obtain any such documentation from any party to the PSA or otherwise. The PSA will require that the certificate administrator (i) include the Asset Review Report Summary in the Distribution Report on Form 10–D relating to the distribution period in which the Asset Review Report Summary was received, and (ii) post such Asset Review Report Summary to the certificate administrator’s website not later than two business days after receipt of such Asset Review Report Summary from the asset representations reviewer.

Eligibility of Asset Representations Reviewer

The asset representations reviewer will be required to represent and warrant in the PSA that it is an Eligible Asset Representations Reviewer. The asset representations reviewer is required to be at all times an Eligible Asset Representations Reviewer. If the asset representations reviewer ceases to be an Eligible Asset Representations Reviewer, the asset representations reviewer is required to immediately notify the master servicers, the special servicers, the trustee, the operating advisor, the certificate administrator and the Directing Certificateholder of such disqualification and immediately resign under the PSA as described under the “—Resignation of Asset Representations Reviewer” below.

An “Eligible Asset Representations Reviewer” is an institution that (i) is the special servicer, operating advisor or asset representations reviewer on a transaction rated by any of DBRS, Inc., Fitch, KBRA, Moody’s, Morningstar Credit Ratings, LLC or S&P and that has not been a special servicer, operating advisor or asset representations reviewer on a transaction for which DBRS, Inc., Fitch, KBRA, Moody’s, Morningstar Credit Ratings, LLC or S&P has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such transaction citing servicing or other relevant concerns with such special servicer, operating advisor or asset representations reviewer, as applicable, as the sole or material factor in such rating action, (ii) can and will make the representations and warranties of the asset representations reviewer set forth in the PSA, (iii) is not (and is not affiliated with) any sponsor, any mortgage loan seller, any originator, any master servicer, any special servicer, the depositor, the certificate administrator, the trustee, the Directing Certificateholder, the Risk Retention Consultation Party or any of their respective affiliates, (iv) has not performed (and is not affiliated with any party hired to perform) any due diligence, loan underwriting, brokerage, borrower advisory or similar services with respect to any Mortgage Loan or any related Companion Loan prior to the Closing Date for or on behalf of any sponsor, any mortgage loan seller, any underwriter, any party to the PSA, the Directing Certificateholder or the Risk Retention Consultation Party or any of their respective affiliates, or have been paid any fees, compensation or other remuneration by any of them in connection with any such services and (v) that does not directly or indirectly, through one or more affiliates or otherwise, own any interest in any certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction to which the PSA relates, other than in

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fees from its role as asset representations reviewer (or as operating advisor, if applicable) and except as otherwise set forth in the PSA.

Other Obligations of Asset Representations Reviewer

The asset representations reviewer and its affiliates are required to keep confidential any information appropriately labeled as “Privileged Information” received from any party to the PSA or any sponsor under the PSA (including, without limitation, in connection with the review of the Mortgage Loans) and not disclose such Privileged Information to any person (including Certificateholders), other than (1) to the extent expressly required by the PSA in an Asset Review Report or otherwise, to the other parties to the PSA with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to the PSA that receives such Privileged Information from the asset representations reviewer with a notice stating that such information is Privileged Information may not disclose such Privileged Information to any person without the prior written consent of the applicable special servicer other than pursuant to a Privileged Information Exception.

Neither the asset representations reviewer nor any of its affiliates may make any investment in any class of certificates; provided,however, that such prohibition will not apply to (i) riskless principal transactions effected by a broker dealer affiliate of the asset representations reviewer or (ii) investments by an affiliate of the asset representations reviewer if the asset representations reviewer and such affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the asset representations reviewer under the PSA from personnel involved in such affiliate’s investment activities and (B) prevent such affiliate and its personnel from gaining access to information regarding the issuing entity and the asset representations reviewer and its personnel from gaining access to such affiliate’s information regarding its investment activities.

Delegation of Asset Representations Reviewer’s Duties

The asset representations reviewer may delegate its duties to agents or subcontractors in accordance with the PSA, however, the asset representations reviewer will remain obligated and primarily liable for any Asset Review required in accordance with the provisions of the PSA without diminution of such obligation or liability by virtue of such delegation or arrangements or by virtue of indemnification from any person acting as its agents or subcontractor to the same extent and under the same terms and conditions as if the asset representations reviewer alone were performing its obligations under the PSA.

Asset Representations Reviewer Termination Events

The following constitute asset representations reviewer termination events under the PSA (each, an “Asset Representations Reviewer Termination Event”) whether any such event is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body:

(i)any failure by the asset representations reviewer to observe or perform in any material respect any of its covenants or agreements or the material breach of any of its representations or warranties under the PSA, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, is given to the asset representations reviewer by the trustee or to the asset representations reviewer and the trustee by the holders of

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certificates having greater than 25% of the Voting Rights;provided that with respect to any such failure that is not curable within such 30-day period, the asset representations reviewer will have an additional cure period of 30 days to effect such cure so long as it has commenced to cure such failure within the initial 30-day period and has provided the trustee and the certificate administrator with an officer’s certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;

(ii)any failure by the asset representations reviewer to perform its obligations set forth in the PSA in accordance with the Asset Review Standard in any material respect, which failure continues unremedied for a period of 30 days after the date written notice of such failure, requiring the same to be remedied, is given to the asset representations reviewer by any party to the PSA;

(iii)any failure by the asset representations reviewer to be an Eligible Asset Representations Reviewer, which failure continues unremedied for a period of 30 days after the date written notice of such failure, requiring the same to be remedied, is given to the asset representations reviewer by any party to the PSA;

(iv)a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, has been entered against the asset representations reviewer, and such decree or order has remained in force undischarged or unstayed for a period of 60 days;

(v)the asset representations reviewer consents to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the asset representations reviewer or of or relating to all or substantially all of its property; or

(vi)the asset representations reviewer admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations.

Upon receipt by the certificate administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the certificate administrator will be required to promptly provide written notice to all Certificateholders (which is required to be simultaneously delivered to the asset representations reviewer) electronically by posting such notice on its internet website and by mail, unless the certificate administrator has received notice that such Asset Representations Reviewer Termination Event has been remedied.

Rights Upon Asset Representations Reviewer Termination Event

If an Asset Representations Reviewer Termination Event occurs, and in each and every such case, so long as such Asset Representations Reviewer Termination Event has not been remedied, then either the trustee (i) may or (ii) upon the written direction of Certificateholders evidencing at least 25% of the Voting Rights (without regard to the application of any Cumulative Appraisal Reduction Amounts) will be required to, terminate

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all of the rights and obligations of the asset representations reviewer under the PSA, other than rights and obligations accrued prior to such termination and other than indemnification rights (arising out of events occurring prior to such termination), by written notice to the asset representations reviewer. The asset representations reviewer is required to bear all reasonable costs and expenses of each other party to the PSA in connection with its termination for cause.

Termination of the Asset Representations Reviewer Without Cause

Upon (i) the written direction of Certificateholders evidencing not less than 25% of the Voting Rights (without regard to the application of any Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the asset representations reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer, and (ii) payment by such holders to the certificate administrator of the reasonable fees and expenses to be incurred by the certificate administrator in connection with administering such vote, the certificate administrator will promptly provide notice to all Certificateholders and the asset representations reviewer of such request by posting such notice on its internet website, and by mailing to all Certificateholders and the asset representations reviewer. Upon the written direction of Certificateholders evidencing at least 75% of a Certificateholder Quorum (without regard to the application of any Cumulative Appraisal Reduction Amounts), the trustee will terminate all of the rights and obligations of the asset representations reviewer under the PSA (other than any rights or obligations that accrued prior to the date of such termination and other than indemnification rights (arising out of events occurring prior to such termination)) by written notice to the asset representations reviewer, and the proposed successor asset representations reviewer will be appointed.

In the event that holders of the certificates entitled to at least 75% of the Voting Rights elect to remove the asset representations reviewer without cause and appoint a successor, the successor asset representations reviewer will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.

Resignation of Asset Representations Reviewer

The asset representations reviewer may at any time resign by giving written notice to the other parties to the PSA. In addition, the asset representations reviewer will at all times be, and will be required to resign if it fails to be, an Eligible Asset Representations Reviewer by giving written notice to the other parties. Upon such notice of resignation, the depositor will be required to promptly appoint a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. No resignation of the asset representations reviewer will be effective until a successor asset representations reviewer that is an Eligible Asset Representations Reviewer has been appointed and accepted the appointment. If no successor asset representations reviewer has been so appointed and accepted the appointment within 30 days after the notice of resignation, the resigning asset representations reviewer may petition any court of competent jurisdiction for the appointment of a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. The resigning asset representations reviewer must pay all costs and expenses associated with the transfer of its duties.

Asset Representations Reviewer Compensation

Certain fees will be payable to the asset representations reviewer, and the asset representations reviewer will be entitled to be reimbursed for certain expenses, as described under “—Servicing and Other Compensation and Payment of Expenses”.

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Limitation on Liability of Risk Retention Consultation Party

The Risk Retention Consultation Party will not be liable to the issuing entity or the Certificateholders for any action taken, or for refraining from the taking of any action, or for errors in judgment. However, the Risk Retention Consultation Party will not be protected against any liability to the holders of the RR Interest that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations or duties owed to the holders of the RR Interest.

Each Certificateholder will acknowledge and agree, by its acceptance of its certificates, that the Risk Retention Consultation Party:

(a)may have special relationships and interests that conflict with those of holders of one or more classes of certificates;

(b)may act solely in the interests of the holders of the RR Interest;

(c)does not have any liability or duties to the holders of any class of certificates other than the RR Interest;

(d)may take actions that favor the interests of the holders of one or more classes including the RR Interest over the interests of the holders of one or more other classes of certificates; and

(e)will have no liability whatsoever (other than to a holder of the RR Interest) for having so acted as set forth in (a) – (d) above, and no Certificateholder may take any action whatsoever against the Risk Retention Consultation Party or any director, officer, employee, agent or principal of the Risk Retention Consultation Party for having so acted.

The taking of, or refraining from taking, any action by any master servicer or any special servicer in accordance with the recommendation of the Risk Retention Consultation Party, which does not violate the terms of any Mortgage Loan, any law, the Servicing Standard or the provisions of the PSA or the related Intercreditor Agreement, will not result in any liability on the part of such master servicer or special servicer.

Replacement of a Special Servicer Without Cause

Except as limited by certain conditions described in this prospectus and subject to the rights of the holder of the related Companion Loan under the related Intercreditor Agreement, either special servicer may generally be replaced, prior to the occurrence and continuance of a Control Termination Event, at any time and without cause, by the Directing Certificateholder so long as, among other things, the Directing Certificateholder appoints a replacement special servicer that meets the requirements of the PSA, including that the trustee and the certificate administrator receive a Rating Agency Confirmation from each Rating Agency and confirmation from the applicable rating agencies that such replacement will not result in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related Serviced Pari Passu Companion Loan Securities and that such replacement special servicer may not be the asset representations reviewer or any of its affiliates. The reasonable fees and out-of-pocket expenses of any such termination incurred by the Directing Certificateholder (other than a Loan-Specific Directing Certificateholder) without cause (including the costs of obtaining a Rating Agency Confirmation) will be paid by the holders of the Controlling Class. Notwithstanding the foregoing, with respect to any Serviced A/B Whole Loan, prior to the occurrence of a Control Appraisal Period with respect

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to the related Subordinate Companion Loan, the Directing Certificateholder will not be entitled to exercise the above-described rights, and the holder of such Subordinate Companion Loan will be entitled to replace the special servicer with or without cause in accordance with the PSA and the related Intercreditor Agreement. However, during a Control Appraisal Period with respect to any Serviced A/B Whole Loan, the Directing Certificateholder will have generally similar (although not necessarily identical) rights (including the rights described above) with respect to such Serviced A/B Whole Loan as it does for the other Mortgage Loans in the issuing entity. See “Description of the Mortgage Pool—The Whole Loans”.

After the occurrence and during the continuance of a Control Termination Event, upon (i) the written direction of holders of Principal Balance Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances) of the Principal Balance Certificates (other than the RR Interest) requesting a vote to replace the applicable special servicer with a new special servicer, (ii) payment by such holders to the certificate administrator of the reasonable fees and expenses (including any legal fees and any Rating Agency fees and expenses) to be incurred by the certificate administrator in connection with administering such vote (which fees and expenses will not be additional trust fund expenses), and (iii) delivery by such holders to the certificate administrator and the trustee of Rating Agency Confirmation from each Rating Agency (such Rating Agency Confirmation will be obtained at the expense of those holders of certificates requesting such vote) and confirmation from the applicable rating agencies that the contemplated appointment or replacement will not result in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related Serviced Pari Passu Companion Loan Securities, the certificate administrator will be required to post notice of the same on the certificate administrator’s website and concurrently by mail and conduct the solicitation of votes of all certificates in such regard, which requisite affirmative votes must be received within 180 days of the posting of such notice. Upon the written direction of holders of Principal Balance Certificates evidencing at least 66-2/3% of a Certificateholder Quorum, the trustee will be required to terminate all of the rights and obligations of the applicable special servicer under the PSA and appoint the successor special servicer (which must be a Qualified Replacement Special Servicer) designated by such Certificateholders, subject to indemnification, right to outstanding fees, reimbursement of Advances and other rights set forth in the PSA, which survive such termination. The certificate administrator will include on each Distribution Date Statement a statement that each Certificateholder may access such notices via the certificate administrator’s website and that each Certificateholder may register to receive electronic mail notifications when such notices are posted thereon.

A “Certificateholder Quorum” means, in connection with any solicitation of votes in connection with the replacement of a special servicer or asset representations reviewer described above, the holders of certificates evidencing at least 50% of the aggregate Voting Rights (taking into account the application of Realized Losses and, other than with respect to the termination of the asset representations reviewer, the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the certificates) of all Principal Balance Certificates (other than the RR Interest) on an aggregate basis.

Notwithstanding the foregoing, if a special servicer obtains knowledge that it has become a Borrower Party with respect to any Mortgage Loan or Serviced Whole Loan (any such Mortgage Loan or Serviced Whole Loan, an “Excluded Special Servicer Loan”), such special servicer will be required to resign as special servicer of that Excluded Special Servicer Loan. Prior to the occurrence and continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan as to the

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Directing Certificateholder or the holder of the majority of the Controlling Class, the Directing Certificateholder will be required to select a successor special servicer that is not a Borrower Party in accordance with the terms of the PSA (the “Excluded Special Servicer”) for the related Excluded Special Servicer Loan. After the occurrence and during the continuance of a Control Termination Event, if at any time the applicable Excluded Special Servicer Loan is also an Excluded Loan as to the Directing Certificateholder or the holder of the majority of the Controlling Class or if the Directing Certificateholder is entitled to appoint the Excluded Special Servicer but does not so appoint within 30 days of notice of resignation, the resigning special servicer will be required to use reasonable efforts to select the related Excluded Special Servicer. The applicable special servicer will not have any liability with respect to the actions or inactions of the applicable Excluded Special Servicer or with respect to the identity of the applicable Excluded Special Servicer so long as, on the date of the appointment, the selected Excluded Special Servicer is a Qualified Replacement Special Servicer. It will be a condition to any such appointment that (i) the Rating Agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal of any of their then-current ratings of the certificates and the equivalent from each NRSRO hired to provide ratings with respect to any class of securities backed, wholly or partially, by any Serviced Pari Passu Companion Loan, (ii) the applicable Excluded Special Servicer is a Qualified Replacement Special Servicer and (iii) the applicable Excluded Special Servicer delivers to the depositor and the certificate administrator and any applicable depositor and certificate administrator of any other securitization, if applicable, that contains a Serviced Pari Passu Companion Loan, the information, if any, required pursuant to Item 6.02 of the Form 8-K regarding itself in its role as Excluded Special Servicer.

If at any time the applicable special servicer is no longer a Borrower Party with respect to an Excluded Special Servicer Loan (including, without limitation, as a result of the related Mortgaged Property becoming REO Property), (1) the related Excluded Special Servicer will be required to resign, (2) the related Mortgage Loan or Serviced Whole Loan will no longer be an Excluded Special Servicer Loan, (3) the applicable special servicer will become the special servicer again for such related Mortgage Loan or Serviced Whole Loan and (4) the applicable special servicer will be entitled to all special servicing compensation with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded Special Servicer Loan.

The applicable Excluded Special Servicer will be required to perform all of the obligations of the applicable special servicer for the related Excluded Special Servicer Loan and will be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that the applicable special servicer will remain entitled to all other special servicing compensation with respect to all Mortgage Loans and Serviced Whole Loans that are not Excluded Special Servicer Loans during such time).

A “Qualified Replacement Special Servicer” is a replacement special servicer that (i) satisfies all of the eligibility requirements applicable to the special servicers in the PSA, (ii) is not the operating advisor, the asset representations reviewer or an affiliate of the operating advisor or the asset representations reviewer, (iii) is not obligated to pay the operating advisor (x) any fees or otherwise compensate the operating advisor in respect of its obligations under the PSA, or (y) for the appointment of the successor special servicer or the recommendation by the operating advisor for the replacement special servicer to become the special servicer, (iv) is not entitled to receive any compensation from the operating advisor other than compensation that is not material and is unrelated to the operating advisor’s recommendation that such party be appointed as the replacement special servicer, (v) is not entitled to receive any fee from the operating advisor for its

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appointment as successor special servicer, in each case, unless expressly approved by 100% of the Certificateholders, (vi) currently has a special servicer rating of at least “CSS3” from Fitch, (vii) is currently acting as a special servicer in a CMBS transaction rated by S&P (as to which CMBS transaction there are outstanding CMBS rated by S&P), (viii) is not a special servicer that has been cited by S&P or KBRA as having servicing concerns as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior to the time of determination.

Replacement of a Special Servicer After Operating Advisor Recommendation and Certificateholder Vote

After the occurrence and during the continuance of a Consultation Termination Event, if the operating advisor determines in accordance with the Operating Advisor Standard that the applicable special servicer is not performing its duties as required under the PSA or is otherwise not acting in accordance with the Servicing Standard, the operating advisor will have the right to recommend the replacement of such special servicer. In such event, the operating advisor will be required to deliver to the trustee and the certificate administrator, with a copy to the applicable special servicer, a written recommendation detailing the reasons supporting its position (along with relevant information justifying its recommendation) and recommending a suggested replacement special servicer (which must be a Qualified Replacement Special Servicer). The certificate administrator will be required to notify each Certificateholder of the recommendation and post it on the certificate administrator’s internet website, and to conduct the solicitation of votes with respect to such recommendation.

The operating advisor’s recommendation to replace the applicable special servicer must be confirmed by an affirmative vote of holders of Principal Balance Certificates evidencing at least a majority of the aggregate Voting Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances) of all Principal Balance Certificates on an aggregate basis. In the event the holders of such Principal Balance Certificates elect to remove and replace a special servicer (which requisite affirmative votes must be received within 180 days of posting of the notice of the operating advisor’s recommendation to the certificate administrator’s website), the certificate administrator will be required to receive a Rating Agency Confirmation from each of the Rating Agencies at that time and confirmation from the applicable rating agencies that such replacement will not result in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related Serviced Pari Passu Companion Loan Securities. In the event the certificate administrator receives a Rating Agency Confirmation from each of the Rating Agencies (and the successor special servicer agrees to be bound by the terms of the PSA), the trustee will then be required to terminate all of the rights and obligations of such special servicer under the PSA and to appoint the successor special servicer approved by the Certificateholders,provided that such successor special servicer is a Qualified Replacement Special Servicer, subject to the terminated special servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances and other rights set forth in the PSA that survive termination. The reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses of outside counsel) associated with obtaining such Rating Agency Confirmations and administering the vote of the applicable holders of the Principal Balance Certificates and the operating advisor’s identification of a Qualified Replacement Special Servicer will be an additional trust fund expense. Notwithstanding the foregoing, the operating advisor will not be permitted to recommend the replacement of the special servicer with respect to any Serviced A/B Whole Loan unless

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a Control Appraisal Period has occurred and is continuing with respect to such Serviced A/B Whole Loan under the related Intercreditor Agreement and a Control Termination Event has occurred and is continuing.

In any case, the trustee will notify the outgoing special servicer promptly of the effective date of its termination. Any replacement special servicer recommended by the operating advisor must be a Qualified Replacement Special Servicer.

No appointment of a special servicer will be effective until the depositor or the depositor for the securitization of a Companion Loan has filed any required Exchange Act filings related to the removal and replacement of the applicable special servicer.

Notwithstanding the foregoing, the Certificateholders’ direction to replace the special servicer will not apply to any Serviced A/B Whole Loan unless a Control Appraisal Period has occurred and is continuing with respect to such Serviced A/B Whole Loan under the related Intercreditor Agreement.

With respect to any Non-Serviced Whole Loans, the related Non-Serviced Special Servicer may be removed, and a successor special servicer appointed at any time by the related Non-Serviced Directing Certificateholder (or, to the extent provided in the related Intercreditor Agreement, the related Controlling Holder) to the extent set forth in the related Non-Serviced PSA and the related Intercreditor Agreement for such Non-Serviced Whole Loan. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans”and “—Servicing of the Non-Serviced Mortgage Loans” below.

The terms of the PSA described above regarding the replacement of the applicable special servicer without cause will not apply with respect to the Servicing Shift Mortgage Loan. Rather, with respect to any Servicing Shift Whole Loan, the holder of the related Control Note will have the right to replace the applicable special servicer then acting with respect to the Servicing Shift Whole Loan and appoint a replacement special servicer, solely with respect to such Servicing Shift Whole Loan. If such Control Note is included in a securitization trust, the party designated under the related pooling and servicing agreement will be entitled to exercise the rights of the Control Note holder.

Termination of a Master Servicer or Special Servicer for Cause

Servicer Termination Events

A “Servicer Termination Event” under the PSA with respect to either master servicer or either special servicer, as the case may be, will include, without limitation:

(a)(i) any failure by such master servicer to make any deposit required to be made by such master servicer to the applicable Collection Account or remit to the companion paying agent for deposit into the Companion Distribution Account on the day and by the time such deposit or remittance is first required to be made, which failure is not remedied within one business day, or (ii) any failure by such master servicer to deposit into, or remit to the certificate administrator for deposit into, the Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m. New York City time on the relevant Distribution Date;

(b)any failure by the applicable special servicer to deposit into the applicable REO Account within one business day after the day such deposit is required to be made, or to remit to the applicable master servicer for deposit in the applicable Collection Account, or

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any other account required under the PSA, any amount required to be so deposited or remitted by such special servicer pursuant to, and at the time specified by, the PSA;

(c)any failure on the part of such master servicer or special servicer, as the case may be, duly to observe or perform in any material respect any of its other covenants or obligations under the PSA, which failure continues unremedied for 30 days (or (i) with respect to any year that a report on Form 10-K is required to be filed, 5 business days in the case of such master servicer’s or special servicer’s obligations, as the case may be, under the PSA in respect of Exchange Act reporting items (after any applicable grace periods), (ii) 15 days in the case of such master servicer’s failure to make a Servicing Advance or (iii) 15 days in the case of a failure to pay the premium for any property insurance policy required to be maintained under the PSA) after written notice of the failure has been given (A) to such master servicer or special servicer, as the case may be, by any other party to the PSA, or (B) to such master servicer or special servicer, as the case may be, with a copy to each other party to the related PSA, by Certificateholders evidencing not less than 25% of all Voting Rights or, with respect to a Serviced Whole Loan if affected by that failure, by the holder of the related Serviced Pari Passu Companion Loan;provided,however, that if that failure is capable of being cured and such master servicer or special servicer, as the case may be, is diligently pursuing that cure, such period will be extended an additional 30 days;provided,further,however, that such extended period will not apply to the obligations regarding Exchange Act reporting;

(d)any breach on the part of such master servicer or special servicer, as the case may be, of any representation or warranty in the PSA that materially and adversely affects the interests of any class of Certificateholders or holders of any Serviced Pari Passu Companion Loan and that continues unremedied for a period of 30 days after the date on which notice of that breach, requiring the same to be remedied, will have been given to such master servicer or special servicer, as the case may be, by the depositor, the certificate administrator or the trustee, or to the applicable master servicer, the applicable special servicer, the depositor, the certificate administrator and the trustee by the Certificateholders evidencing not less than 25% of Voting Rights or, with respect to a Serviced Whole Loan affected by such breach, by the holder of the related Serviced Pari Passu Companion Loan;provided,however, that if that breach is capable of being cured and such master servicer or special servicer, as the case may be, is diligently pursuing that cure, that 30-day period will be extended an additional 30 days;

(e)certain events of insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings in respect of or relating to the applicable master servicer or special servicer, and certain actions by or on behalf of such master servicer or special servicer indicating its insolvency or inability to pay its obligations;

(f)KBRA (i) has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates, or (ii) has placed one or more classes of certificates on “watch status” in contemplation of a ratings downgrade or withdrawal (and in the case of clause (i) or (ii), such action has not been withdrawn by KBRA within 60 days of such rating action) and, in the case of either of clauses (i) or (ii), such Rating Agency publicly cited servicing concerns with such master servicer or special servicer, as the case may be, as the sole or a material factor in such rating action;

(g)such master servicer or such special servicer, as the case may be, is no longer rated at least “CMS3” or “CSS3”, respectively, by Fitch and such master servicer or special servicer is not reinstated to at least that rating within 60 days of the delisting; or

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(h)such master servicer or such special servicer, as the case may be, is removed from S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and is not restored to such status on such list within 60 days.

“Serviced Pari Passu Companion Loan Securities” means, for so long as the related Mortgage Loan or any successor REO Loan is part of the Mortgage Pool, any class of securities issued by another securitization and backed by a Serviced Pari Passu Companion Loan.

Rights Upon Servicer Termination Event

If a Servicer Termination Event occurs with respect to any master servicer or any special servicer under the PSA, then, so long as the Servicer Termination Event remains unremedied, the depositor or the trustee will be authorized, and at the written direction of Certificateholders entitled to a majority of the Voting Rights or, for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder (solely with respect to a special servicer and other than with respect to an Excluded Loan as to the Directing Certificateholder or the holder of the majority of the Controlling Class), the trustee will be required to terminate all of the rights and obligations of the defaulting party as master servicer or special servicer, as the case may be (other than certain rights in respect of indemnification and certain items of servicing compensation), under the PSA. The trustee will then succeed to all of the responsibilities, duties and liabilities of the defaulting party as master servicer or special servicer, as the case may be, under the PSA and will be entitled to similar compensation arrangements. If the trustee is unwilling or unable to so act, it may (or, at the written request of Certificateholders entitled to a majority of the Voting Rights, or, for so long as no Control Termination Event has occurred and is continuing and other than in respect of an applicable Excluded Loan, the Directing Certificateholder, it will be required to) appoint, or petition a court of competent jurisdiction to appoint, a mortgage loan servicing institution, subject to the trustee’s receipt of a Rating Agency Confirmation from each of the Rating Agencies and confirmation (or deemed confirmation) from the Companion Loan Rating Agencies that such appointment (or replacement) will not result in the downgrade, withdrawal or qualification of the then-current ratings of any class of related Serviced Pari Passu Companion Loan Securities, and, with respect to a successor special servicer, for so long as no Control Termination Event has occurred and is continuing, that has been approved by the Directing Certificateholder, which approval may not be unreasonably withheld. In addition, none of the asset representations reviewer, the operating advisor and their respective affiliates may be appointed as a successor master servicer or special servicer.

Notwithstanding anything to the contrary contained in the section above, if a Servicer Termination Event on the part of the applicable special servicer remains unremedied and affects the holder of a Serviced Companion Loan, and such special servicer has not otherwise been terminated, the holder of such Serviced Companion Loan (or, if applicable, the related trustee, acting at the direction of the related directing certificateholder (or similar entity)) will be entitled to direct the trustee to terminate such special servicer solely with respect to the related Serviced Whole Loan. The appointment (or replacement) of such special servicer with respect to a Serviced Whole Loan will in any event be subject to Rating Agency Confirmation from each Rating Agency and confirmation from the applicable rating agencies that such appointment (or replacement) will not result in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related Serviced Pari Passu Companion Loan Securities. A replacement special servicer will be selected by the trustee or, prior to the occurrence and continuance of a Consultation Termination Event,

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by the Directing Certificateholder;provided,however, that any successor special servicer appointed to replace the special servicer with respect to a Serviced Mortgage Loan cannot at any time be the person (or an affiliate of such person) that was terminated at the direction of the holder of the related Serviced Companion Loan, without the prior written consent of such holder of the related Serviced Companion Loan.

Notwithstanding anything to the contrary contained in the section above, if a servicer termination event on the part of a Non-Serviced Special Servicer remains unremedied and affects the issuing entity, and such Non-Serviced Special Servicer has not otherwise been terminated, the trustee, acting at the direction of the Directing Certificateholder, will generally be entitled to direct the related Non-Serviced Trustee to terminate such Non-Serviced Special Servicer, as applicable, solely with respect to the related Non-Serviced Whole Loan(s), and a successor will be appointed in accordance with the related Non-Serviced PSA.

In addition, notwithstanding anything to the contrary contained in the section described above, if a master servicer receives notice of termination solely due to a Servicer Termination Event described in clause (f), (g) or (h) under “—Termination of a Master Servicer or Special Servicer for Cause—Servicer Termination Events” above, and prior to being replaced as described in the third preceding paragraph, the applicable master servicer will have 45 days after receipt of the notice of termination to find, and sell its rights and obligations to, a successor master servicer that meets the requirements of a master servicer under the PSA;provided that the Rating Agencies have each provided a Rating Agency Confirmation and the Companion Loan Rating Agencies have provided a confirmation (or deemed confirmation) that such sale will not result in the downgrade, withdrawal or qualification of the then-current ratings assigned to any Serviced Pari Passu Companion Loan Securities. The termination of the applicable master servicer will be effective when such successor master servicer has succeeded the terminated master servicer, as successor master servicer and such successor master servicer has assumed the terminated master servicer’s servicing obligations and responsibilities under the PSA. If a successor has not entered into the PSA as successor master servicer within 45 days after notice of the termination of the applicable master servicer, such master servicer will be replaced by the trustee as described above.

Notwithstanding the foregoing, (1) if any Servicer Termination Event on the part of the applicable master servicer affects a Serviced Pari Passu Companion Loan, the related holder of a Serviced Pari Passu Companion Loan or the rating on any Serviced Pari Passu Companion Loan Securities, and if such master servicer is not otherwise terminated, or (2) if any Servicer Termination Event on the part of the applicable master servicer affects only a Serviced Pari Passu Companion Loan, the related holder of a Serviced Pari Passu Companion Loan or the rating on any Serviced Pari Passu Companion Loan Securities, then such master servicer may not be terminated by or at the direction of the related holder of such Serviced Pari Passu Companion Loan or the holders of any Serviced Pari Passu Companion Loan Securities, but upon the written direction of the related holder of such Serviced Pari Passu Companion Loan, the applicable master servicer will be required to appoint a sub-servicer that will be responsible for servicing the related Serviced Whole Loan.

Further, if replaced as a result of a Servicer Termination Event, the applicable master servicer or special servicer, as the case may be, will be responsible for the costs and expenses associated with the transfer of its duties.

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Waiver of Servicer Termination Event

The Certificateholders representing at least 66-2/3% of the Voting Rights allocated to certificates affected by any Servicer Termination Event may waive such Servicer Termination Event;provided,however, that a Servicer Termination Event under clause (a), (b) or (f) of the definition of “Servicer Termination Event” may be waived only with the consent of all of the Certificateholders of the affected classes and a Servicer Termination Event under clause (c) of the definition of “Servicer Termination Event” relating to Exchange Act reporting may be waived only with the consent of the depositor. Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event will cease to exist and will be deemed to have been remedied. Upon any such waiver of a Servicer Termination Event by Certificateholders, the trustee and the certificate administrator will be entitled to recover all costs and expenses incurred by it in connection with enforcement actions taken with respect to such Servicer Termination Event prior to such waiver from the issuing entity.

Resignation of a Master Servicer or Special Servicer

The PSA permits the master servicers and the special servicers to resign from their respective obligations only upon (a) the appointment of, and the acceptance of the appointment by, a successor (which may be appointed by the resigning master servicer or special servicer, as applicable) and receipt by the certificate administrator and the trustee of a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation required under the PSA may be considered satisfied with respect to the certificates as described in this prospectus); and, as to a special servicer only, for so long as no Control Termination Event has occurred and is continuing, the approval of such successor by the Directing Certificateholder, which approval will not be unreasonably withheld or (b) a determination that their respective obligations are no longer permissible with respect to a master servicer or a special servicer, as the case may be, under applicable law. In the event that a master servicer or special servicer resigns as a result of the determination that their respective obligations are no longer permissible under applicable law, the trustee will then succeed to all of the responsibilities, duties and liabilities of the defaulting party as master servicer or special servicer, as the case may be, under the PSA and will be entitled to similar compensation arrangements. If the trustee is unwilling or unable to so act, it may appoint, or petition a court of competent jurisdiction to appoint, a mortgage loan servicing institution, subject to the trustee’s receipt of a Rating Agency Confirmation from each of the Rating Agencies and confirmation (or deemed confirmation) from the Companion Loan Rating Agencies that such appointment (or replacement) will not result in the downgrade, withdrawal or qualification of the then-current ratings of any class of related Serviced Pari Passu Companion Loan Securities, and, with respect to a successor special servicer, for so long as no Control Termination Event has occurred and is continuing, which has been approved by the Directing Certificateholder, which approval may not be unreasonably withheld.

No resignation will become effective until the trustee or other successor has assumed the obligations and duties of the resigning master servicer or special servicer, as the case may be, under the PSA. Further, the resigning master servicer or special servicer, as the case may be, must pay all reasonable out-of-pocket costs and expenses associated with the transfer of its duties. Other than as described under “—Termination of a Master Servicer or Special Servicer for Cause—Servicer Termination Events” above, in no event will the applicable master servicer or the applicable special servicer have the right to appoint any

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successor master servicer or special servicer if such master servicer or special servicer, as applicable, is terminated or removed pursuant to the PSA. In addition, the PSA will prohibit the appointment of the asset representations reviewer, the operating advisor or one of their respective affiliates as successor to a master servicer or special servicer.

Limitation on Liability; Indemnification

The PSA will provide that none of the master servicers (including in any capacity as the paying agent for any Companion Loan), the special servicers, the depositor, the operating advisor, the asset representations reviewer or any partner, shareholder, member, manager, director, officer, employee or agent of any of them will be under any liability to the issuing entity, Certificateholders or holders of the related Companion Loan, as applicable, for any action taken, or not taken, in good faith pursuant to the PSA or for errors in judgment; provided,however, that none of the master servicers (including in any capacity as the paying agent for any Serviced Companion Loan), the special servicers, the depositor, the operating advisor, the asset representations reviewer or similar person will be protected against any breach of a representation or warranty made by such party, as applicable, in the PSA or any liability that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of such party’s obligations or duties under the PSA or by reason of negligent disregard of such obligations and duties. For the purposes of indemnification of any master servicer or any special servicer and limitation of liability, such master servicer or special servicer will be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance of its respective obligations and duties under the PSA or acted in negligent disregard of such obligations and duties if such master servicer or special servicer, as applicable, fails to follow the terms of the Mortgage Loan documents because such master servicer or special servicer, as applicable, in accordance with the Servicing Standard, determines that compliance with any Mortgage Loan documents would or potentially would cause any Trust REMIC to fail to qualify as a REMIC or cause a tax to be imposed on the trust or any Trust REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code (for which determination, the applicable master servicer and the applicable special servicer will be entitled to rely on advice of counsel, the cost of which will be reimbursed as an additional trust fund expense). The PSA will also provide that the master servicers (including in any capacity as the paying agent for any Serviced Companion Loan), the special servicers, the depositor, the operating advisor, the asset representations reviewer and their respective affiliates and any partner, shareholder, member, manager, director, officer, employee or agent of any of them will be entitled to indemnification by the issuing entity against any claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and other costs, liabilities, fees and expenses incurred in connection with any actual or threatened legal or administrative action or claim that relates to the PSA, the Mortgage Loans, any related Serviced Companion Loan, the issuing entity or the certificates; provided,however, that the indemnification will not extend to any loss, liability or expense specifically required to be borne by such party pursuant to the terms the PSA, incurred in connection with any breach of a representation or warranty made by such party, as applicable, in the PSA or incurred by reason of willful misconduct, bad faith or negligence in the performance of such party’s obligations or duties under the PSA, by reason of negligent disregard of such party’s obligations or duties, or in the case of the depositor and any of its partners, shareholders, directors, officers, members, managers, employees and agents, any violation by any of them of any state or federal securities law. In addition, absent actual fraud (as determined by a final non-appealable court order), neither the trustee nor the certificate administrator (including its capacity as custodian) will be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including

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but not limited to lost profits), even if the trustee or the certificate administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

The PSA will also provide that any related master servicer, depositor, special servicer, operating advisor (or the equivalent), asset representations reviewer, certificate administrator or trustee under any Non-Serviced PSA with respect to a Non-Serviced Mortgage Loan and any partner, director, officer, shareholder, member, manager, employee or agent of any of them, and the non-serviced securitization trust (with respect to any Non-Serviced Mortgage Loan to the extent provided under the related Intercreditor Agreement) will be entitled to indemnification by the issuing entity and held harmless against the issuing entity’spro rata share (subject to the applicable Intercreditor Agreement) of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and administration of such Non-Serviced Mortgage Loan and the related Mortgaged Property (as and to the same extent the securitization trust formed under the related Non-Serviced PSA is required to indemnify such parties in respect of other mortgage loans in the securitization trust formed under the related Non-Serviced PSA pursuant to the terms of such Non-Serviced PSA).

In addition, the PSA will provide that none of the master servicers (including in any capacity as the paying agent for any Companion Loan), the special servicers, the depositor, operating advisor or asset representations reviewer will be under any obligation to appear in, prosecute or defend any legal or administrative action, proceeding, hearing or examination that is not incidental to its respective responsibilities under the PSA or that in its opinion may involve it in any expense or liability not recoverable from the issuing entity. However, each of the master servicers, the special servicers, the depositor, the operating advisor and the asset representations reviewer will be permitted, in the exercise of its discretion, to undertake any action, proceeding, hearing or examination that it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties to the PSA and the interests of the Certificateholders (and, in the case of a Serviced Whole Loan, the rights of the Certificateholders and the holders of the related Serviced Companion Loan (as a collective whole), taking into account thepari passu nature of such Serviced Pari Passu Companion Loan) under the PSA; provided,however, that if a Serviced Whole Loan and/or the holder of the related Companion Loan are involved, such expenses, costs and liabilities will be payable out of funds related to such Serviced Whole Loan in accordance with the related Intercreditor Agreement and will also be payable out of the other funds in the applicable Collection Account if amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities relate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will be used to reimburse the issuing entity for any amounts advanced for the payment of such expenses, costs or liabilities. In that event, the legal expenses and costs of the action, proceeding, hearing or examination and any liability resulting therefrom, will be expenses, costs and liabilities of the issuing entity, and the applicable master servicer (including in its capacity as the paying agent for any Companion Loan), the applicable special servicer, the depositor, the asset representations reviewer or the operating advisor, as the case may be, will be entitled to be reimbursed out of the applicable Collection Account for the expenses.

Pursuant to the PSA, each master servicer and each special servicer will each be required to maintain a fidelity bond and errors and omissions policy or their equivalent with a qualified insurer that provides coverage against losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or errors and omissions, subject to certain limitations as to amount of coverage, deductible amounts, conditions, exclusions and

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exceptions permitted by the PSA. Notwithstanding the foregoing, each master servicer and special servicer will be allowed to self-insure with respect to an errors and omissions policy and a fidelity bond so long as certain conditions set forth in the PSA are met.

Any person into which any master servicer, any special servicer, the depositor, operating advisor, or asset representations reviewer may be merged or consolidated, or any person resulting from any merger or consolidation to which any master servicer, any special servicer, the depositor, operating advisor or asset representations reviewer is a party, or any person succeeding to the business of any master servicer, any special servicer, the depositor, operating advisor or asset representations reviewer, will be the successor of such master servicer, such special servicer, the depositor, operating advisor or asset representations reviewer, as the case may be, under the PSA, subject to certain conditions set forth in the PSA. The master servicers, the special servicers, the operating advisor and the asset representations reviewer may have other normal business relationships with the depositor or the depositor’s affiliates.

The trustee and the certificate administrator make no representations as to the validity or sufficiency of the PSA (other than as to it being a valid obligation of the trustee and the certificate administrator), the certificates, the Mortgage Loans, this prospectus (other than as to the accuracy of the information provided by the trustee and the certificate administrator as set forth above) or any related documents and will not be accountable for the use or application by the depositor of any of the certificates issued to it or of the proceeds of such certificates, or for the use or application of any funds paid to the depositor in respect of the assignment of the Mortgage Loans to the issuing entity, or any funds deposited in or withdrawn from any Collection Account or any other account by or on behalf of the depositor, either master servicer, either special servicer or, in the case of the trustee, the certificate administrator. The PSA provides that no provision of such agreement will be construed to relieve the trustee and the certificate administrator from liability for their own negligent action, their own negligent failure to act or their own willful misconduct or bad faith.

The PSA provides that neither the trustee nor the certificate administrator, as applicable, will be liable for an error of judgment made in good faith by a responsible officer of the trustee or the certificate administrator, unless it is proven that the trustee or the certificate administrator, as applicable, was negligent in ascertaining the pertinent facts. In addition, neither the trustee nor the certificate administrator, as applicable, will be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of holders of certificates entitled to greater than 25% of the percentage interest of each affected class, or of the aggregate Voting Rights of the certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the trustee and the certificate administrator, or exercising any trust or power conferred upon the trustee and the certificate administrator, under the PSA (unless a higher percentage of Voting Rights is required for such action).

The trustee and the certificate administrator and any director, officer, employee, representative or agent of the trustee and the certificate administrator, will be entitled to indemnification by the issuing entity, to the extent of amounts held in the Collection Accounts or the Lower-Tier REMIC Distribution Account from time to time, for any loss, liability, damages, claims or unanticipated expenses (including reasonable attorneys’ fees and expenses and expenses relating to the enforcement of such indemnity) arising out of or incurred by the trustee or the certificate administrator in connection with their participation in the transaction and any act or omission of the trustee or the certificate administrator relating to the exercise and performance of any of the powers and duties of the trustee and the certificate administrator (including in any capacities in which they serve,e.g., paying

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agent, REMIC administrator, authenticating agent, custodian, certificate registrar and 17g-5 Information Provider) under the PSA. However, the indemnification will not extend to any loss, liability or expense that constitutes a specific liability imposed on the trustee or the certificate administrator pursuant to the PSA, or to any loss, liability or expense incurred by reason of willful misconduct, bad faith or negligence on the part of the trustee or the certificate administrator in the performance of their obligations and duties under the PSA, or by reason of their negligent disregard of those obligations or duties, or as may arise from a breach of any representation or warranty of the trustee or the certificate administrator made in the PSA.

The rights and protections afforded to the trustee and the certificate administrator as set forth above and under the PSA will also apply to the custodian.

With respect to any indemnification provisions in the PSA providing that the trust or a party thereto is required to indemnify another party to the PSA for costs, fees and expenses, such costs, fees and expenses are intended to include costs (including, but not limited to, reasonable attorney’s fees and expenses) of the enforcement of such indemnity.

Enforcement of Mortgage Loan Seller’s Obligations Under the MLPA

In the event any party to the PSA receives a request or demand from a Requesting Certificateholder to the effect that a Mortgage Loan should be repurchased or replaced due to a Material Defect, or if such party to the PSA determines that a Mortgage Loan should be repurchased or replaced due to a Material Defect, that party to the PSA will be required to promptly forward such request or demand to the applicable master servicer and special servicer, and such master servicer or special servicer, as applicable, will be required to promptly forward it to the related mortgage loan seller. The Enforcing Servicer will be required to enforce the obligations of the mortgage loan sellers under the MLPAs pursuant to the terms of the PSA and the MLPAs. These obligations include obligations resulting from a Material Defect. Subject to the provisions of the applicable MLPA relating to the dispute resolutions as described under “Description of the Mortgage Loan Purchase Agreements—Dispute Resolution Provisions”, such enforcement, including, without limitation, the legal prosecution of claims, if any, will be required to be carried out in accordance with the Servicing Standard.

Within 30 days after receipt of an Asset Review Report with respect to any Mortgage Loan, the applicable master servicer (with respect to Non-Specially Serviced Loans) or the applicable special servicer (with respect to Specially Serviced Loans) will be required to determine whether at that time, based on the Servicing Standard, there exists a Material Defect with respect to such Mortgage Loan. If the applicable master servicer (with respect to Non-Specially Serviced Loans) or the applicable special servicer (with respect to Specially Serviced Loans) determines that a Material Defect exists, the applicable master servicer or the applicable special servicer, as applicable, will be required to enforce the obligations of the applicable mortgage loan seller under the MLPA with respect to such Material Defect as discussed in the preceding paragraph. See “—The Asset Representations Reviewer—Asset Review” above.

Any costs incurred by a master servicer or a special servicer with respect to the enforcement of the obligations of a mortgage loan seller under the applicable MLPA will be deemed to be Servicing Advances, to the extent not recovered from the mortgage loan seller or the Requesting Certificateholder. See “Description of the Mortgage Loan Purchase Agreements—Dispute Resolution Provisions”.

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Dispute Resolution Provisions

Certificateholder’s Rights When a Repurchase Request Is Initially Delivered by a Certificateholder

In the event an Initial Requesting Certificateholder delivers a written request to a party to the PSA that a Mortgage Loan be repurchased by the applicable mortgage loan seller alleging the existence of a Material Defect with respect to such Mortgage Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), the receiving party will be required to promptly forward that Certificateholder Repurchase Request to the applicable master servicer and the applicable special servicer. The Enforcing Servicer will then be required to promptly forward it to the applicable mortgage loan seller and each other party to the PSA. An “Initial Requesting Certificateholder” is the first Certificateholder or Certificate Owner (in either case, other than a holder of the RR Interest) to deliver a Certificateholder Repurchase Request as described above with respect to a Mortgage Loan, and there may not be more than one Initial Requesting Certificateholder with respect to any Mortgage Loan. Subject to the provisions described below under this heading“—Dispute Resolution Provisions”, the Enforcing Servicer will be the Enforcing Party with respect to the Certificateholder Repurchase Request.

The “Enforcing Servicer” will be (a) with respect to a related Specially Serviced Loan, the applicable special servicer, and (b) with respect to a related Non-Specially Serviced Loan, (i) in the case of a Repurchase Request made by the applicable special servicer, the Directing Certificateholder or a Controlling Class Certificateholder, the applicable master servicer, and (ii) in the case of a Repurchase Request made by any person other than the applicable special servicer, the Directing Certificateholder or a Controlling Class Certificateholder, (A) prior to the Resolution Failure relating to such Non-Specially Serviced Loan, the applicable master servicer, and (B) from and after a Resolution Failure relating to such Non-Specially Serviced Loan, the applicable special servicer.

An “Enforcing Party” is the person obligated to or that elects pursuant to the terms of the PSA to enforce the rights of the issuing entity against the related mortgage loan seller with respect to a Repurchase Request.

Repurchase Request Delivered by a Party to the PSA

In the event that the depositor, any master servicer, any special servicer, the trustee, the certificate administrator, the operating advisor (solely in its capacity as operating advisor) or the Directing Certificateholder identifies a Material Defect with respect to a Mortgage Loan, that party will be required to deliver prompt written notice of such Material Defect to each other party to the PSA and the Directing Certificateholder and the applicable mortgage loan seller, identifying the applicable Mortgage Loan and setting forth the basis for such allegation (a “PSA Party Repurchase Request” and, each of a Certificateholder Repurchase Request or a PSA Party Repurchase Request, a “Repurchase Request”). The Enforcing Servicer will be required to act as the Enforcing Party and enforce the rights of the issuing entity against the related mortgage loan seller with respect to the PSA Party Repurchase Request. However, if a Resolution Failure occurs with respect to the PSA Party Repurchase Request, the provisions described below under “—Resolution of a Repurchase Request” will apply.

In the event the Repurchase Request is not Resolved within 180 days after the mortgage loan seller receives the Repurchase Request (a “Resolution Failure”), then the provisions described below under “—Resolution of a Repurchase Request” will apply. Receipt of the Repurchase Request will be deemed to occur 2 business days after the Repurchase Request

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is sent to the related mortgage loan seller. A Resolved Repurchase Request will not preclude the applicable master servicer (in the case of non-Specially Serviced Loans) or the applicable special servicer (in the case of Specially Serviced Loans) from exercising any of their respective rights related to a Material Defect in the manner and timing otherwise set forth in the PSA, in the related MLPA or as provided by law. “Resolved” means, with respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related Mortgage Loan has been repurchased in accordance with the related MLPA, (iii) a mortgage loan has been substituted for the related Mortgage Loan in accordance with the related MLPA, (iv) the applicable mortgage loan seller has made a Loss of Value Payment, (v) a contractually binding agreement is entered into between the Enforcing Servicer, on behalf of the issuing entity, and the related mortgage loan seller that settles the related mortgage loan seller’s obligations under the related MLPA or (vi) the related Mortgage Loan is no longer property of the issuing entity as a result of a sale or other disposition in accordance with the PSA.

Resolution of a Repurchase Request

Within 2 business days after a Resolution Failure occurs with respect to a Repurchase Request made by any person other than the applicable special servicer, the Directing Certificateholder or a Controlling Class Certificateholder relating to a related Non-Specially Serviced Loan, the applicable master servicer will be required to send a written notice (a “Master Servicer Proposed Course of Action Notice”) to the applicable special servicer, indicating such master servicer’s analysis and recommended course of action with respect to such Repurchase Request. The applicable master servicer will also be required to deliver to the applicable special servicer the servicing file and all information, documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Non-Specially Serviced Loan and, if applicable, the related Serviced Pari Passu Companion Loan, either in such master servicer’s possession or otherwise reasonably available to such master servicer, and reasonably requested by the applicable special servicer to enable it to assume its duties under the PSA to the extent set forth in the PSA for such Non-Specially Serviced Loan. Upon receipt of such Master Servicer Proposed Course of Action Notice and such servicing file and other material, the applicable special servicer will become the Enforcing Servicer with respect to such Repurchase Request.

After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request was initiated by an Initial Requesting Certificateholder, a party to the PSA or the Directing Certificateholder), and, if applicable, after the applicable master servicer sends the Master Servicer Proposed Course of Action Notice, the Enforcing Servicer will be required to send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any, to the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the certificate administrator. The certificate administrator will be required to make the Proposed Course of Action Notice available to all other Certificateholders and Certificate Owners (by posting such notice on the certificate administrator’s website) indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request (a “Proposed Course of Action”). The Proposed Course of Action Notice will be required to include (a) a request to Certificateholders to indicate their agreement with or dissent from such Proposed Course of Action by clearly marking “agree” or “disagree” to the Proposed Course of Action on such notice within 30 days after the date of such notice and a disclaimer that responses received after such 30-day period will not be taken into consideration, (b) a statement that in the event any Requesting Certificateholder disagrees with the Proposed Course of Action, the Enforcing Servicer (if it is the Enforcing Party) will be compelled to follow the course of action agreed to and/or proposed by the majority of Requesting Certificateholders that

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involves referring the matter to mediation or arbitration, as the case may be, (c) a statement that responding Certificateholders will be required to certify their holdings in connection with such response, (d) a statement that only responses clearly marked “agree” or “disagree” with such Proposed Course of Action will be taken into consideration and (e) instructions for responding Certificateholders to send their responses to the applicable Enforcing Servicer and the certificate administrator. The certificate administrator will within three (3) business days after the expiration of the 30-day response period, tabulate the responses received from the Certificateholders and share the results with the Enforcing Servicer. The certificate administrator will only count responses timely received that clearly indicate agreement or dissent with the related Proposed Course of Action and additional verbiage or qualifying language will not be taken into consideration for purposes of determining whether the related Certificateholder agrees or disagrees with the Proposed Course of Action. The certificate administrator will be under no obligation to answer questions from Certificateholders regarding such Proposed Course of Action. For the avoidance of doubt, the certificate administrator’s obligations in connection with this heading “—Resolution of a Repurchase Request” will be limited solely to tabulating Certificateholder responses of “agree” or “disagree” to the Proposed Course of Action, and such obligation will not be construed to impose any enforcement obligation on the certificate administrator. The Enforcing Servicer may conclusively rely (without investigation) on the certificate administrator’s tabulation of the responses of the responding Certificateholders. If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against the related mortgage loan seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, as discussed below under “—Mediation and Arbitration Provisions”, or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the related mortgage loan seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”) within 30 days from the date the Proposed Course of Action Notice is posted on the certificate administrator’s website (the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to either mediation or arbitration. In the event any Certificateholder or Certificate Owner delivers a Preliminary Dispute Resolution Election Notice, and the Enforcing Servicer has also received responses from other Certificateholders or Certificate Owners supporting the Enforcing Servicer’s initial Proposed Course of Action, such responses will be considered Preliminary Dispute Resolution Election Notices supporting the Proposed Course of Action.

If neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner entitled to do so delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate Owner otherwise entitled to do so will have the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer, as the Enforcing Party, will be the sole party entitled to determine a course of action, including, but not limited to, enforcing the issuing entity’s rights against the related mortgage loan seller, subject to any consent or consultation rights of the Directing Certificateholder.

Promptly and in any event within 10 business days following receipt of a Preliminary Dispute Resolution Election Notice from (i) the Initial Requesting Certificateholder, if any, or (ii) any other Certificateholder or Certificate Owner (other than of the RR Interest) (each of

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clauses (i) and (ii), a “Requesting Certificateholder”), the Enforcing Servicer will be required to consult with each Requesting Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation (including nonbinding arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution Consultation”) so that such Requesting Certificateholder may consider the views of the Enforcing Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur and be completed no later than 10 business days following the Dispute Resolution Cut-off Date. The Enforcing Servicer will be entitled to establish procedures the Enforcing Servicer deems in good faith to be appropriate relating to the timing and extent of such consultations. No later than 5 business days after completion of the Dispute Resolution Consultation, a Requesting Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision to exercise its right to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).

If, following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and remain obligated under the PSA to determine a course of action, including, but not limited to, enforcing the rights of the issuing entity with respect to the Repurchase Request and no Certificateholder or Certificate Owner will have any further right to elect to refer the matter to mediation or arbitration.

If a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such Requesting Certificateholder will become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding arbitration) or arbitration. If there are more than one Requesting Certificateholder that timely deliver a Final Dispute Resolution Election Notice, then such Requesting Certificateholders will collectively become the Enforcing Party, and the holder or holders of a majority of the Voting Rights among such Requesting Certificateholders will be entitled to make all decisions relating to such mediation or arbitration. If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the terms of the PSA within 30 days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights of a Requesting Certificateholder to act as the Enforcing Party will terminate and no Certificateholder or Certificate Owner will have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed Course of Action Notice indicated that the Enforcing Servicer will take no further action with respect to the Repurchase Request, then the related Material Defect will be deemed waived for all purposes under the PSA and related MLPA;provided,however, that such Material Defect will not be deemed waived with respect to a Requesting Certificateholder, any other Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts and circumstances known to such party at the time when the Proposed Course of Action Notice was posted on the certificate administrator’s website and (iii) if the Proposed Course of Action Notice had indicated a course of action other than the course of action under clause (ii), then the Enforcing Servicer will again become the Enforcing Party and, as such, will be the sole party entitled to enforce the issuing entity’s rights against the related mortgage loan seller.

Notwithstanding the foregoing, the dispute resolution provisions described under this heading “—Resolution of a Repurchase Request”will not apply, and the Enforcing Servicer will remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request, or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence litigation with

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respect to the Repurchase Request to avoid the running of any applicable statute of limitations.

In the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the issuing entity, will remain a party to any proceedings against the related mortgage loan seller as further described below. For the avoidance of doubt, the depositor, the mortgage loan sellers and any of their respective affiliates will not be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder.

The Requesting Certificateholder is entitled to elect either mediation or arbitration in its sole discretion; however, the Requesting Certificateholder may not elect to then utilize the alternative method in the event that the initial method is unsuccessful.

Mediation and Arbitration Provisions

If the Enforcing Party elects mediation (including nonbinding arbitration) or arbitration, the mediation or arbitration will be administered by a nationally recognized arbitration or mediation organization selected by the related mortgage loan seller. A single mediator or arbitrator will be selected by the mediation or arbitration organization from a list of neutrals maintained by it according to its mediation or arbitration rules then in effect. The mediator or arbitrator must be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial litigation and, if possible, commercial real estate finance or commercial mortgage-backed securitization matters.

The expenses of any mediation will be allocated among the parties to the mediation, including, if applicable, between the Enforcing Party and Enforcing Servicer, as mutually agreed by the parties as part of the mediation.

In any arbitration, the arbitrator will be required to resolve the dispute in accordance with the MLPA and PSA, and may not modify or change those agreements in any way or award remedies not consistent with those agreements. The arbitrator will not have the power to award punitive or consequential damages. In its final determination, the arbitrator will determine and award the costs of the arbitration to the parties to the arbitration in its reasonable discretion. In the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder will be required to pay any expenses allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the mediation proceedings.

The final determination of the arbitrator will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matter. By selecting arbitration, the Enforcing Party would be waiving its right to sue in court, including the right to a trial by jury.

In the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may be, will be required under the PSA to contain an acknowledgment that the issuing entity, or the Enforcing Servicer on its behalf, will be a party to any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing Party;provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding will be determined by such Enforcing Servicer in consultation with the Directing Certificateholder (providedthat no Consultation Termination Event has occurred and is continuing), and in accordance with the Servicing Standard. All amounts recovered by the Enforcing Party will be required to be paid to the issuing entity, or the Enforcing Servicer on

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its behalf, and deposited in the applicable Collection Account. The agreement with the arbitrator or mediator, as the case may be, will provide that in the event a Requesting Certificateholder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement reached in mediation, neither the issuing entity nor the Enforcing Servicer acting on its behalf will be responsible for any such costs and expenses allocated to the Requesting Certificateholder.

The issuing entity (or the Enforcing Servicer or the trustee, acting on its behalf), the depositor or any mortgage loan seller will be permitted to redact any personally identifiable customer information included in any information provided for purposes of any mediation or arbitration. Each party to the proceedings will be required to agree to keep confidential the details related to the Repurchase Request and the dispute resolution identified in connection with such proceedings;provided,however, that the Certificateholders will be permitted to communicate prior to the commencement of any such proceedings to the extent described under “Description of the Certificates—Certificateholder Communication”.

For avoidance of doubt, in no event will the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the applicable special servicer to perform its obligations with respect to a Specially Serviced Loan (including without limitation, a liquidation, foreclosure, negotiation of a loan modification or workout, acceptance of a discounted pay off or deed-in-lieu of foreclosure, or bankruptcy or other litigation) or the exercise of any rights of a Directing Certificateholder.

Any expenses required to be borne by or allocated to the Enforcing Servicer in mediation or arbitration or related responsibilities under the PSA will be reimbursable as additional trust fund expenses.

Servicing of the Non-Serviced Mortgage Loans

General

Each Non-Serviced Mortgage Loan will be serviced pursuant to the related Non-Serviced PSA and the related Intercreditor Agreement. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans”.

The servicing terms of each such Non-Serviced PSA as it relates to the servicing of the related Non-Serviced Whole Loan will be similar in all material respects to the servicing terms of the PSA applicable to the Serviced Mortgage Loans; however, the servicing arrangements under such agreements will differ in certain respects. For example:

● Each Non-Serviced Master Servicer and Non-Serviced Special Servicer will be required to service the related Non-Serviced Mortgage Loan pursuant to a servicing standard set forth in the related Non-Serviced PSA that is substantially similar to, but may not be identical to, the Servicing Standard.

● Any party to the related Non-Serviced PSA that makes a property protection advance with respect to the related Non-Serviced Mortgage Loan will be entitled to reimbursement for that advance, with interest at the prime rate, in a manner substantially similar to the reimbursement of Servicing Advances under the PSA. The Trust, as holder of the related Non-Serviced Mortgage Loan, will be responsible for itspro rata share of any such advance reimbursement amounts (including out of general collections on the BANK 2018-BNK11 mortgage pool, if necessary).

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● Pursuant to the related Non-Serviced PSA, the liquidation fee, the special servicing fee and the workout fee with respect to the related Non-Serviced Mortgage Loan are calculated in a manner similar to the corresponding fees payable under the PSA, but may accrue at different rates, as described below.

● The extent to which modification fees or other fee items with respect to the related Whole Loan may be applied to offset interest on advances, servicer expenses and servicing compensation will, in certain circumstances, be less than is the case under the PSA.

● Items with respect to the related Non-Serviced Whole Loan that are the equivalent of assumption application fees, defeasance fees, assumption, waiver, consent and earnout fees, late payment charges, default interest and/or modification fees and that constitute additional servicing compensation under the related Non-Serviced PSA will not be payable to master servicers or special servicers under the PSA and one or more of such items will be allocated between the related Non-Serviced Master Servicer and the related Non-Serviced Special Servicer under the related Non-Serviced PSA in proportions that may be different than the allocation of similar fees under the PSA between the master servicers and special servicers for this transaction.

● The Non-Serviced Directing Certificateholder under the related Non-Serviced PSA will have rights substantially similar to the Directing Certificateholder under the PSA with respect to the servicing and administration of the related Non-Serviced Whole Loan, including consenting to the substantial equivalent of Major Decisions under such Non-Serviced PSA proposed by the related Non-Serviced Master Servicer or Non-Serviced Special Servicer and reviewing and consenting to asset status reports prepared by such Non-Serviced Special Servicer in respect of the related Non-Serviced Whole Loan. “Major Decisions” under the related Non-Serviced PSA will differ in certain respects from those actions that constitute Major Decisions under the PSA, and therefore the specific types of servicer actions with respect to which the applicable Non-Serviced Directing Certificateholder will be permitted to consent will correspondingly differ. The related Non-Serviced PSA also provides for the removal of the applicable special servicer by the related Non-Serviced Directing Certificateholder under such Non-Serviced PSA under certain conditions that are similar to the conditions under which the Directing Certificateholder is permitted to replace the special servicers under the PSA.

● The termination events that will result in the termination of the related Non-Serviced Master Servicer or Non-Serviced Special Servicer are substantially similar to, but not identical to, the Servicer Termination Events under the PSA applicable to the master servicers and special servicers, as applicable.

● Servicing transfer events under the related Non-Serviced PSA that would cause the related Non-Serviced Whole Loan to become specially serviced will be substantially similar to, but not identical to, the corresponding provisions under the PSA.

● The servicing decisions which the related Non-Serviced Master Servicer will perform and, in certain cases, for which the related Non-Serviced Master Servicer must obtain the related Non-Serviced Directing Certificateholder’s or Non-Serviced Special Servicer’s consent differ in certain respects from those decisions that constitute Master Servicer Decisions and Major Decisions, respectively, under the PSA.

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● The related Non-Serviced Special Servicer is required to take actions with respect to the related Non-Serviced Whole Loan if it becomes the equivalent of a defaulted mortgage loan, which actions are substantially similar, but not necessarily identical, to the actions described under“—Sale of Defaulted Loans and REO Properties”.

● Appraisal reduction amounts in respect of the related Non-Serviced Mortgage Loan will be calculated by the related Non-Serviced Special Servicer under the related Non-Serviced PSA in a manner substantially similar to, but not necessarily identical to, calculations of such amounts by the applicable special servicer under the PSA in respect of Serviced Mortgage Loans.

● The requirement of the related Non-Serviced Master Servicer to make compensating interest payments in respect of prepayment interest shortfalls related to the related Non-Serviced Mortgage Loan is similar, but not necessarily identical, to the requirement of the applicable master servicer to make Compensating Interest Payments in respect of the Serviced Mortgage Loans under the PSA.

● The servicing provisions under the related Non-Serviced PSA relating to performing inspections and collecting operating information are substantially similar but not necessarily identical to those of the PSA.

● While the special servicers under the PSA and the Non-Serviced Special Servicer under the related Non-Serviced PSA must each resign as special servicer with respect to a mortgage loan if it becomes affiliated with the related borrower under such mortgage loan, the particular types of affiliations that trigger such resignation obligation, as well as the parties that are entitled to appoint a successor special servicer, may differ as between the PSA and the related Non-Serviced PSA.

● The parties to the related Non-Serviced PSA (and their related directors, officers and other agents) will be entitled to reimbursement and/or indemnification for losses, liabilities, costs and expenses associated with the servicing of the related Non-Serviced Whole Loan under such Non-Serviced PSA to the same extent that parties to the PSA performing similar functions (and their related directors, officers and other agents) are entitled to reimbursement and/or indemnification for losses, liabilities, costs and expenses associated with their obligations under the PSA. The Trust, as holder of the related Non-Serviced Mortgage Loan, will be responsible for itspro rata share of any such indemnification amounts (including out of general collections on the BANK 2018-BNK11 mortgage pool, if necessary).

● The matters as to which notice or rating agency confirmation with respect to the rating agencies under the related Non-Serviced PSA are required are similar, but not identical to, similar matters with respect to the Rating Agencies under the PSA (and such agreements differ as to whether it is notice or rating agency confirmation that is required).

● With respect to non-specially serviced mortgage loans, the related Non-Serviced PSA may differ with respect to whether the related Non-Serviced Master Servicer or related Non-Serviced Special Servicer will be responsible for conducting or managing certain litigation related to such mortgage loans.

● Each of the related Non-Serviced Master Servicer and related Non-Serviced Special Servicer will be liable in accordance with the related Non-Serviced PSA only to the extent of its obligations specifically imposed by that agreement. Accordingly, in

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general, each of the related Non-Serviced Master Servicer and related Non-Serviced Special Servicer will not be liable for any action taken, or for refraining from the taking of any action, in good faith pursuant to the related Non-Serviced PSA or for errors in judgment;providedthat neither such party will be protected against any breach of representations or warranties made by it in the related Non-Serviced PSA or against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and duties under the related Non-Serviced PSA.

● The provisions of the related Non-Serviced PSA will also vary from the PSA with respect to one or more of the following: timing, control or consultation triggers or thresholds, terminology, allocation of ministerial duties between multiple servicers or other service providers or certificateholder or investor voting or consent thresholds, master servicer and special servicer termination events, rating requirements for accounts and permitted investments, eligibility requirements applicable to servicers and other service providers, and the circumstances under which approvals, consents, consultation, notices or rating agency confirmations may be required.

The master servicers, the special servicers, the certificate administrator and the trustee under the PSA have no obligation or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator or Non-Serviced Trustee or (b) make servicing advances with respect to any Non-Serviced Whole Loan. The obligation of the applicable master servicer to provide information and collections and make P&I Advances to the certificate administrator for the benefit of the Certificateholders with respect to each Non-Serviced Mortgage Loan is dependent on its receipt of the corresponding information and/or collections from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer.

Prospective investors are encouraged to review the full provisions of each of the Non-Serviced PSAs, which are available online atwww.sec.govor by requesting copies from the underwriters.

Servicing of the Twelve Oaks Mall Mortgage Loan

The Twelve Oaks Mall Mortgage Loan is serviced pursuant to the GSMS 2018-GS9 PSA. The servicing terms of the GSMS 2018-GS9 PSA are similar in all material respects to the servicing terms of the PSA applicable to the Serviced Mortgage Loans;however, the servicing arrangements under such agreements differ in certain respects, including the items set forth above under “—General” (unless otherwise addressed below) and the following:

● The Twelve Oaks Mall Servicer earns a servicing fee with respect to the Twelve Oaks Mall Mortgage Loan that is to be calculated at 0.00750%per annum.

● Upon the Twelve Oaks Mall Whole Loan becoming a specially serviced loan under the GSMS 2018-GS9 PSA, the Twelve Oaks Mall Special Servicer will earn a special servicing fee payable monthly with respect to the Twelve Oaks Mall Mortgage Loan accruing at a rate equal to (a) 0.25%per annum or (b) if the rate in clause (a) would result in a special servicing fee that would be less than $3,500 (or $5,000 if the GSMS 2018-GS9 risk retention consultation party has consulted the special servicer with respect to such mortgage loan) in any given month, such higher per annum rate as would result in a special servicing fee

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equal to $3,500 (or $5,000, if applicable) for such month. Such fee will be payable until such time as the Twelve Oaks Mall Whole Loan is no longer specially serviced.

● The Twelve Oaks Mall Special Servicer will be entitled to a workout fee equal to 1.00% of each payment of principal and interest (other than default interest) made by the related borrower after any workout of the Twelve Oaks Mall Whole Loan. The workout fee is subject to a cap of $1,000,000 and a minimum fee of $25,000.

● The Twelve Oaks Mall Special Servicer will be entitled to a liquidation fee equal to 1.00% of net liquidation proceeds received in connection with the liquidation of the Twelve Oaks Mall Whole Loan or the related Mortgaged Property. The liquidation fee is subject to a cap of $1,000,000 and a minimum fee of $25,000.

● Prior to the occurrence of a Twelve Oaks Mall Control Appraisal Period, the rights of the “Non-Serviced Directing Certificateholder” described in“—General” above, under the GSMS 2018-GS9 PSA will be exercisable by the Twelve Oaks Mall Whole Loan Directing Holder and not the Non-Serviced Directing Certificateholder. Only after the occurrence of a Twelve Oaks Mall Control Appraisal Period will the Non-Serviced Directing Certificateholder under the GSMS 2018-GS9 PSA be entitled to exercise the rights of the Non-Serviced Directing Certificateholder described in“—General” above. See“Description of the Mortgage Pool—The Twelve Oaks Mall Pari Passu A/B Whole Loan—Consultation and Control”.

● The operating advisor under the GSMS 2018-GS9 PSA will be entitled to consult with the Twelve Oaks Mall Special Servicer under different circumstances than those under which the operating advisor for this transaction is entitled to consult with the special servicer for this transaction. In particular, the operating advisor under the GSMS 2018-GS9 PSA will be entitled to consult on major decisions when the principal balance of the “eligible horizontal residual interest” (as defined under Regulation RR) issued by the GSMS 2018-GS9 securitization trust is 25% or less than the initial balance thereof (taking into account cumulative appraisal reduction amounts). In addition, the operating advisor under the GSMS 2018-GS9 PSA will at any time be entitled to recommend the termination of the Twelve Oaks Mall Special Servicer if it determines, in its sole discretion exercised in good faith, that (i) the Twelve Oaks Mall Special Servicer is not performing its duties as required under the GSMS 2018-GS9 PSA or is otherwise not acting in accordance with the related servicing standard and (ii) the replacement of the Twelve Oaks Mall Special Servicer would be in the best interest of the GSMS 2018-GS9 trust interest owners as a collective whole.

See also “Description of the Mortgage Pool—The Whole Loans—The Twelve Oaks Mall Pari Passu-A/B Whole Loan” in this prospectus.

Servicing of the Extra Space - TIAA Self Storage Portfolio Mortgage Loan

The Extra Space - TIAA Self Storage Portfolio Mortgage Loan is serviced pursuant to the CGCMT 2018-B2 PSA. The servicing terms of the CGCMT 2018-B2 PSA are substantially similar to the servicing terms of the PSA applicable to the Serviced Mortgage Loans;however, the servicing arrangements under such agreements differ in certain respects, including the items set forth above under “—General” and the following:

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● The master servicer under the CGCMT 2018-B2 PSA earns a servicing fee with respect to the Extra Space - TIAA Self Storage Portfolio Mortgage Loan that is to be calculated at 0.00250% per annum.

● Upon the Extra Space - TIAA Self Storage Portfolio Whole Loan becoming a specially serviced loan under the CGCMT 2018-B2 PSA, the special servicer thereunder will earn a special servicing fee payable monthly with respect to the Extra Space - TIAA Self Storage Portfolio Mortgage Loan accruing at a rate equal to (a) 0.25% per annum or (b) if the rate in clause (a) would result in a special servicing fee that would be less than $3,500 (or $5,000 if the CGCMT 2018-B2 risk retention consultation party has consulted the special servicer with respect to such mortgage loan) in any given month, such higher per annum rate as would result in a special servicing fee equal to $3,500 (or $5,000, if applicable) for such month. Such fee will be payable until such time as the Extra Space - TIAA Self Storage Portfolio Whole Loan is no longer specially serviced.

● The special servicer under the CGCMT 2018-B2 PSA will be entitled to a workout fee equal to 1.0% of each payment of principal and interest (other than default interest) made by the related borrower after any workout of the Extra Space - TIAA Self Storage Portfolio Whole Loan. The workout fee is subject to a cap of $1,000,000 and a minimum fee of $25,000.

● The special servicer under the CGCMT 2018-B2 PSA will be entitled to a liquidation fee equal to 1.0% of net liquidation proceeds received in connection with the liquidation of the Extra Space - TIAA Self Storage Portfolio Whole Loan or the related Mortgaged Property. The liquidation fee is subject to a cap of $1,000,000 and a minimum fee of $25,000.

● Under the CGCMT 2018-B2 PSA, even if a control termination event has occurred thereunder, the special servicer thereunder may only be removed without cause by the related Non-Serviced Directing Certificateholder if either (i) LNR Partners, LLC or an affiliate thereof is no longer the special servicer thereunder or (ii) LNR Securities Holdings, LLC or an affiliate thereof owns, as of the date of the delivery of the related notice of termination, less than 25% of the certificate balance of the then-controlling class of certificates thereunder.

See also“Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” in this prospectus.

Servicing of the Apple Campus 3 Mortgage Loan

The Apple Campus 3 Mortgage Loan is serviced pursuant to the BANK 2018-BNK10 PSA. The servicing terms of the BANK 2018-BNK10 PSA are similar in all material respects to the servicing terms of the PSA applicable to the Serviced Mortgage Loans;however, the servicing arrangements under such agreements differ in certain respects, including the items set forth above under “—General” and the following:

● The related Non-Serviced Master Servicer earns a servicing fee with respect to the Apple Campus 3 Mortgage Loan that is to be calculated at 0.00250%per annum.

● Upon the Apple Campus 3 Whole Loan becoming a specially serviced loan under the related Non-Serviced PSA, the related Non-Serviced Special Servicer will earn a special servicing fee payable monthly with respect to the Apple Campus 3

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Mortgage Loan accruing at a rate equal to the greater of aper annum rate of 0.25% and theper annumrate that would result in a special servicing fee for the related month of (i) $3,500 or (ii) if the related risk retention consultation party is entitled to consult with the Non-Serviced Special Servicer, $5,000.

● The related Non-Serviced Special Servicer will be entitled to a workout fee equal to 1.00% of each payment of principal and interest (other than default interest) made by the related borrower after any workout of the Apple Campus 3 Whole Loan. The workout fee is subject to a minimum fee equal to $25,000.

● The related Non-Serviced Special Servicer will be entitled to a liquidation fee equal to 1.00% of net liquidation proceeds received in connection with the liquidation of the Apple Campus 3 Whole Loan or the related Mortgaged Property. The liquidation fee is subject to a minimum fee equal to $25,000.

See also “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” in this prospectus.

Servicing of the Servicing Shift Mortgage Loans

Each Servicing Shift Mortgage Loan will be serviced pursuant to the PSA until the related Servicing Shift Securitization Date, from and after which such Servicing Shift Mortgage Loan and any related REO Property will be serviced under the pooling and servicing agreement entered into in connection with the securitization of the related Control Note (or, with respect to The Gateway Mortgage Loan, the securitization of the related Pari Passu Companion Loan evidenced by the promissory note A-1-A). In particular, with respect to each Servicing Shift Mortgage Loan:

● Following the related Servicing Shift Securitization Date, the Non-Serviced Master Servicer under the related Non-Serviced PSA will be required to remit collections on such Servicing Shift Mortgage Loan to or on behalf of the Trust.

● Following the related Servicing Shift Securitization Date, the applicable master servicer, the applicable special servicer and the trustee under the PSA will have no obligation or authority to make servicing advances with respect to such Servicing Shift Whole Loan.

● Until the related Servicing Shift Securitization Date, the applicable master servicer’s compensation in respect of such Servicing Shift Mortgage Loan will include the related master servicing fee and primary servicing fee accrued and payable with respect to such Servicing Shift Mortgage Loan. From and after the related Servicing Shift Securitization Date, the primary servicing fee on such Servicing Shift Mortgage Loan will accrue and be payable to the master servicer under the related Non-Serviced PSA instead.

● Following the related Servicing Shift Securitization Date, the master servicer and/or trustee under the related Non-Serviced PSA will be obligated to make servicing advances with respect to the related Servicing Shift Whole Loan. If such master servicer or the trustee, as applicable, under such Non-Serviced PSA, determines that a servicing advance it made with respect to such Servicing Shift Whole Loan or the related Mortgaged Property is nonrecoverable, it will be entitled to be reimbursed with interest first from collections on, and proceeds of, the promissory notes comprising the related Servicing Shift Whole Loan, on apro rata basis (based on each such promissory note’s outstanding principal balance), and

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then from general collections on all the Mortgage Loans included in the Trust and from general collections of the trust established under the related Non-Serviced PSA and any other securitization trust that includes a related Companion Loan on apro rata basis (based on the outstanding principal balance of each promissory note representing such Servicing Shift Whole Loan).

● The master servicer and special servicer under the related Non-Serviced PSA must satisfy customary servicer rating criteria and must be subject to servicer termination events, in each case that are materially similar in all material respects to or materially consistent with those in the PSA.

● The related Non-Serviced PSA will provide for a primary servicing fee, liquidation fee, special servicing fee and workout fee with respect to the related Servicing Shift Mortgage Loan that are calculated in a manner similar in all material respects to or materially consistent with the corresponding fees payable under the PSA, except that rates at which the primary servicing fee, special servicing fee, liquidation fee and workout fee accrue or are determined may not be more than 0.0025%per annum, 0.25%per annum, 1.00% and 1.00%, respectively (subject to any customary market minimum amounts and fee offsets).

● Absent the existence of a control termination event or equivalent event under the related Non-Serviced PSA, it is expected that the directing certificateholder or equivalent party under such agreement (to the extent the related control note is included in the related securitization trust) will have the right to terminate the related special servicer thereunder, with or without cause, and appoint the successor special servicer.

See also“Description of the Mortgage Pool—The Whole Loans—The Gateway Pari Passu-A/B Whole Loan” in this prospectus.

Rating Agency Confirmations

The PSA will provide that, notwithstanding the terms of the related Mortgage Loan documents or other provisions of the PSA, if any action under such Mortgage Loan documents or the PSA requires a Rating Agency Confirmation from each of the Rating Agencies as a condition precedent to such action, if the party (the “Requesting Party”) required to obtain such Rating Agency Confirmations has made a request to any Rating Agency for such Rating Agency Confirmation and, within 10 business days of such request being posted to the 17g-5 Information Provider’s website, such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such Requesting Party will be required to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s website) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again. The circumstances described in the preceding sentence are referred to in this prospectus as a “RAC No-Response Scenario”.

If there is no response to either such Rating Agency Confirmation request within 5 business days of such second request in a RAC No-Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring such Rating Agency Confirmation, or with respect to any other matter under the PSA relating to the servicing of

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the Mortgage Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation will be deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency, and the applicable master servicer or the applicable special servicer, as the case may be, may then take such action if such master servicer or such special servicer, as applicable, confirms its original determination (made prior to making such request) that taking the action with respect to which it requested the Rating Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect to a replacement of either master servicer or either special servicer, such condition will be deemed not to apply (as if such requirement did not exist) if (i) the applicable replacement master servicer or special servicer is listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer or U.S. Commercial Mortgage Special Servicer, as applicable, if S&P is the non-responding Rating Agency, (ii) the applicable replacement master servicer or special servicer is rated at least “CMS3” (in the case of the replacement master servicer) or “CSS3” (in the case of the replacement special servicer), if Fitch is the non-responding Rating Agency or (iii) KBRA has not publicly cited servicing concerns with respect to the applicable replacement master servicer or special servicer as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other CMBS transaction serviced by such replacement master servicer or special servicer prior to the time of determination, if KBRA is the non-responding Rating Agency. Promptly following the applicable master servicer’s or special servicer’s determination to take any action discussed above following any requirement to obtain Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist) as described in clause (x) above, such master servicer or special servicer will be required to provide electronic written notice to the 17g-5 Information Provider, who will promptly post such notice to the 17g-5 Information Provider’s website pursuant to the PSA, of the action taken.

For all other matters or actions not specifically discussed above as to which a Rating Agency Confirmation is required, the applicable Requesting Party will be required to obtain a Rating Agency Confirmation from each of the Rating Agencies. In the event an action otherwise requires a Rating Agency Confirmation from each of the Rating Agencies, in absence of such Rating Agency Confirmation, we cannot assure you that any Rating Agency will not downgrade, qualify or withdraw its ratings as a result of any such action taken by the applicable master servicer or the applicable special servicer in accordance with the procedures discussed above.

As used above, “Rating Agency Confirmation” means, with respect to any matter, confirmation in writing (which may be in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event specified in this prospectus will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class of certificates (if then rated by the Rating Agency);provided that a written waiver or acknowledgment from the Rating Agency indicating its decision not to review the matter for which the Rating Agency Confirmation is sought will be deemed to satisfy the requirement for the Rating Agency Confirmation from the Rating Agency with respect to such matter. The “Rating Agencies” mean Fitch Ratings, Inc. (“Fitch”), Kroll Bond Rating Agency, Inc. (“KBRA”) and S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC (“S&P”).

Any Rating Agency Confirmation requests made by any master servicer, any special servicer, the certificate administrator, or the trustee, as applicable, pursuant to the PSA, will be required to be made in writing, which writing must contain a cover page indicating the nature of the Rating Agency Confirmation request, and must contain all back-up material

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necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation requests must be provided in electronic format to the 17g-5 Information Provider (who will be required to post such request on the 17g-5 Information Provider’s website in accordance with the PSA).

The applicable master servicer, the applicable special servicer, the certificate administrator and the trustee will be permitted (but not obligated) to orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents or any matter related to the Mortgage Loans, the related Mortgaged Properties, the related borrowers or any other matters relating to the PSA or any related Intercreditor Agreement;provided that such party summarizes the information provided to the Rating Agencies in such communication in writing and provides the 17g-5 Information Provider with such written summary the same day such communication takes place;provided,further, that the summary of such oral communications will not identify with which Rating Agency the communication was. The 17g-5 Information Provider will be required to post such written summary on the 17g-5 Information Provider’s website in accordance with the provisions of the PSA. All other information required to be delivered to the Rating Agencies pursuant to the PSA or requested by the Rating Agencies, will first be provided in electronic format to the 17g-5 Information Provider, who will be required to post such information to the 17g-5 Information Provider’s website in accordance with the PSA.

The PSA will provide that the PSA may be amended to change the procedures regarding compliance with Rule 17g-5 without any Certificateholder consent;provided that notice of any such amendment must be provided to the 17g-5 Information Provider (who will post such notice to the 17g-5 Information Provider’s website) and to the certificate administrator (which will post such report to the certificate administrator’s website).

To the extent required under the PSA, in the event a rating agency confirmation is required by the applicable rating agencies that any action under any Mortgage Loan documents or the PSA will not result in the downgrade, withdrawal or qualification of any such rating agency’s then-current ratings of any Serviced Pari Passu Companion Loan Securities, then such rating agency confirmation may be considered satisfied in the same manner as described above with respect to any Rating Agency Confirmation from a Rating Agency.

Evidence as to Compliance

Each master servicer, each special servicer (regardless of whether such special servicer has commenced special servicing of a Mortgage Loan), the custodian, the trustee (provided,however, that the trustee will not be required to deliver an assessment of compliance with respect to any period during which there was no relevant servicing criteria applicable to it) and the certificate administrator will be required to furnish (and each such party will be required, with respect to each servicing function participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, to cause (or, in the case of a sub-servicer that is also a servicing function participant that a mortgage loan seller requires a master servicer to retain, to use commercially reasonable efforts to cause) such servicing function participant to furnish), to the depositor, the certificate administrator, the trustee and the 17g-5 Information Provider, an officer’s certificate of the officer responsible for the servicing activities of such party stating, among other things, that (i) a review of that party’s activities during the preceding calendar year or portion of that year and of performance under the PSA or any sub-servicing agreement in the case of an additional master servicer or special servicer, as applicable, has been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based on the review, such party has fulfilled all of its obligations under the PSA or the sub-servicing agreement in the case of

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an additional master servicer or special servicer, as applicable, in all material respects throughout the preceding calendar year or portion of such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of the failure.

In addition, each master servicer, each special servicer (regardless of whether such special servicer has commenced special servicing of any Mortgage Loan), the trustee (but only if an advance was made by the trustee in the calendar year), the custodian, the certificate administrator and the operating advisor, each at its own expense, will be required to furnish (and each such party will be required, with respect to each servicing function participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, to cause (or, in the case of a sub-servicer that is also a servicing function participant that a mortgage loan seller requires a master servicer to retain, to use commercially reasonable efforts to cause) such servicing function participant to furnish) to the trustee, the certificate administrator, the 17g-5 Information Provider and the depositor (and, with respect to either special servicer, also to the operating advisor) a report (an “Assessment of Compliance”) assessing compliance by that party with the servicing criteria set forth in Item 1122(d) of Regulation AB (as described below) under the Securities Act of 1933, as amended (the “Securities Act”) that contains the following:

● a statement of the party’s responsibility for assessing compliance with the servicing criteria set forth in Item 1122 of Regulation AB applicable to it;

● a statement that the party used the criteria in Item 1122(d) of Regulation AB to assess compliance with the applicable servicing criteria;

● the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the fiscal year, covered by the Form 10-K required to be filed pursuant to the PSA setting forth any material instance of noncompliance identified by the party, a discussion of each such failure and the nature and status of such failure; and

● a statement that a registered public accounting firm has issued an attestation report (an “Attestation Report”) on the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the prior fiscal year.

Each party that is required to deliver an Assessment of Compliance will also be required to simultaneously deliver an Attestation Report of a registered public accounting firm, prepared in accordance with the standards for attestation engagements issued or adopted by the public company accounting oversight board, that expresses an opinion, or states that an opinion cannot be expressed (and the reasons for this), concerning the party’s assessment of compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB.

With respect to each Non-Serviced Whole Loan, each of the Non-Serviced Master Servicer, the Non-Serviced Special Servicer, the Non-Serviced Trustee and the Non-Serviced Certificate Administrator will have obligations under the related Non-Serviced PSA similar to those described above.

“Regulation AB” means subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100–229.1125, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the SEC or by the staff of the SEC, or as may be provided by the SEC or its staff from time to time.

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Limitation on Rights of Certificateholders to Institute a Proceeding

Other than with respect to any rights to deliver a Certificateholder Repurchase Request and exercise the rights described under “—Dispute Resolution Provisions”, no Certificateholder will have any right under the PSA to institute any proceeding with respect to the PSA or with respect to the certificates, unless the holder previously has given to the trustee and the certificate administrator written notice of default and the continuance of the default and unless (except in the case of a default by the trustee) the holders of certificates of any class evidencing not less than 25% of the aggregate Percentage Interests constituting the class have made written request upon the trustee to institute a proceeding in its own name (as trustee) and have offered to the trustee reasonable indemnity satisfactory to it, and the trustee for 60 days after receipt of the request and indemnity has neglected or refused to institute the proceeding. However, the trustee will be under no obligation to exercise any of the trusts or powers vested in it by the PSA or the certificates or to institute, conduct or defend any related litigation at the request, order or direction of any of the Certificateholders, unless the Certificateholders have offered to the trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred as a result.

Each Certificateholder will be deemed under the PSA to have expressly covenanted with every other Certificateholder and the trustee, that no one or more Certificateholders will have any right in any manner whatsoever by virtue of any provision of the PSA or the certificates to affect, disturb or prejudice the rights of the holders of any other certificates, or to obtain or seek to obtain priority over or preference to any other Certificateholder, or to enforce any right under the PSA or the certificates, except in the manner provided in the PSA or the certificates and for the equal, ratable and common benefit of all Certificateholders.

Termination; Retirement of Certificates

The obligations created by the PSA will terminate upon payment (or provision for payment) to all Certificateholders of all amounts held by the certificate administrator on behalf of the trustee and required to be paid on the Distribution Date following the earlier of (1) the final payment (or related Advance) or other liquidation of the last Mortgage Loan and REO Property (as applicable) subject to the PSA, (2) the voluntary exchange of all the then-outstanding Non-Retained Certificates (other than the Class V and Class R certificates) and the payment or deemed payment by such exchanging party of the Termination Purchase Amount for the Mortgage Loans and REO Properties remaining in the issuing entity, of which (a) an amount equal to the product of (i) the Required Credit Risk Retention Percentage and (ii) the Termination Purchase Amount will be paid to the holders of the RR Interest in exchange for the surrender of the RR Interest, and (b) an amount equal to the product of (i) the Non-Retained Percentage and (ii) the Termination Purchase Amount will be deemed paid to the issuing entity and deemed distributed to the holder or holders described in clause (B) below in exchange for the then-outstanding Non-Retained Certificates (provided,however, that (A) the aggregate certificate balance of the Class A-1, Class A-SB, Class A-2, Class A-3, Class A-S, Class B, Class C and Class D certificates is reduced to zero, (B) there is only one holder (or multiple holders acting unanimously) of the then-outstanding Non-Retained Certificates (other than the Class V and Class R certificates) and (C) the master servicers consent to the exchange) or (3) the purchase or other liquidation of all of the assets of the issuing entity as described below by the holders of the Controlling Class, either special servicer, either master servicer or the holders of the Class R certificates, in that order of priority. Written notice of termination of the PSA will be given by the certificate administrator to each Certificateholder, each holder of a Serviced

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Companion Loan and the 17g-5 Information Provider (who will promptly post such notice to the 17g-5 Information Provider’s website). The final distribution will be made only upon surrender and cancellation of the certificates at the office of the certificate registrar or other location specified in the notice of termination.

The “Termination Purchase Amount” will equal the sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans) then included in the issuing entity, (2) the appraised value of the issuing entity’s portion of all REO Properties then included in the issuing entity (which fair market value for any REO Property may be less than the Purchase Price for the corresponding REO Loan), as determined by an appraiser selected by the applicable special servicer and approved by the applicable master servicer and the Controlling Class and (3) if the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under the terms of the related Non-Serviced PSA, thepro rata portion of the fair market value of the related property, as determined by the related Non-Serviced Master Servicer in accordance with clause (2) above.

The holders of the Controlling Class, the special servicer servicing the greater principal balance of the Mortgage Loans as of the date of determination, the other special servicer, the master servicer servicing the greater principal balance of the Mortgage Loans as of the date of determination, the other master servicer and the holders of the Class R certificates (in that order) will have the right to purchase all of the assets of the issuing entity if the aggregate Stated Principal Balance of the pool of Mortgage Loans is less than 1.0% of the Initial Pool Balance (solely for the purposes of this calculation, the Apple Campus 3 Mortgage Loan and the One Dulles Tower Mortgage Loan will be excluded from the Initial Pool Balance and the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the related determination date). This purchase of all the Mortgage Loans and other assets in the issuing entity is required to be made at a price equal to (a) the Termination Purchase Amount, plus (b) the reasonable out-of-pocket expenses of the applicable master servicer and the applicable special servicer related to such purchase, unless such master servicer or such special servicer, as applicable, is the purchaser and less (c) solely in the case where the applicable master servicer is exercising such purchase right, the aggregate amount of unreimbursed Advances and unpaid Servicing Fees remaining outstanding and payable solely to such master servicer (which items will be deemed to have been paid or reimbursed to such master servicer in connection with such purchase). The voluntary exchange of certificates (other than the Class V and Class R certificates and RR Interest), for the remaining Mortgage Loans is not subject to the above described percentage limits but is limited to each such class of outstanding certificates being held by one Certificateholder (or group of Certificateholders acting unanimously) who must voluntarily participate.

If any party above, other than National Cooperative Bank, N.A. as the master servicer of the National Cooperative Bank, N.A. Mortgage Loans, exercises such purchase option, National Cooperative Bank, N.A., so long as National Cooperative Bank, N.A. is a master servicer or a special servicer under the PSA, will be entitled to purchase the remaining National Cooperative Bank, N.A. Mortgage Loans and any related REO Property, and if National Cooperative Bank, N.A. elects to purchase such Mortgage Loans and REO Properties that other party will then purchase only the remaining Mortgage Loans and REO Property that are not being purchased by National Cooperative Bank, N.A.

With respect to the foregoing options to purchase the Mortgage Loans and REO Properties, if both of the special servicers or, if neither special servicer exercises its option, both of the master servicers wish to elect to exercise such rights, then the special servicer or master servicer, as applicable, servicing the greater principal balance of Mortgage Loans will be entitled to exercise such a right, subject to National Cooperative Bank, N.A.’s prior right to acquire the National Cooperative Bank, N.A. Mortgage Loans.

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On the applicable Distribution Date, the aggregate amount paid by the holders of the Controlling Class, either special servicer, either master servicer or the holders of the Class R certificates, as the case may be, for the Mortgage Loans and other applicable assets in the issuing entity, together with all other amounts on deposit in the Collection Accounts and not otherwise payable to a person other than the Certificateholders, will be applied generally as described above under “Description of the Certificates—Distributions—Priority of Distributions”.

Amendment

The PSA may be amended by the parties to the PSA, without the consent of any of the holders of certificates or holders of any Companion Loan:

(a)to correct any defect or ambiguity in the PSA in order to address any manifest error in any provision of the PSA;

(b)to cause the provisions in the PSA to conform or be consistent with or in furtherance of the statements made in the prospectus (or in an offering document for any related non-offered certificates) with respect to the certificates, the issuing entity or the PSA or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions in the PSA or to correct any error;

(c)to change the timing and/or nature of deposits in the Collection Accounts, the Distribution Accounts or any REO Account,provided that (A) the P&I Advance Date will in no event be later than the business day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an opinion of counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment;

(d)to modify, eliminate or add to any of its provisions to the extent as will be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the issuing entity, any Trust REMIC or the Grantor Trust;provided that the trustee and the certificate administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of imposition of any such tax and (2) the action will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the RR Interest) or holder of a Companion Loan;

(e)to modify, eliminate or add to any of its provisions to restrict (or to remove any existing restrictions with respect to) the transfer of the Residual Certificates;provided that the depositor has determined that the amendment will not, as evidenced by an opinion of counsel, give rise to any tax with respect to the transfer of the Residual Certificates to a non-permitted transferee;

(f)to revise or add any other provisions with respect to matters or questions arising under the PSA or any other change,providedthat the required action will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the RR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an opinion of counsel at the expense of the party requesting such amendment or as

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evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the certificates as described in this prospectus);

(g)to amend or supplement any provision of the PSA to the extent necessary to maintain the then-current ratings assigned to each class of Offered Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the certificates as described in this prospectus);provided that such amendment or supplement would not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the RR Interest) not consenting to such amendment or supplement, as evidenced by an opinion of counsel;

(h)to modify the provisions of the PSA with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts if (a) the depositor, the master servicers, the trustee and, with respect to any Mortgage Loan other than an Excluded Loan as to the Directing Certificateholder or the holder of the majority of the Controlling Class and for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder, determine that the commercial mortgage-backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code, as evidenced by an opinion of counsel and (c) a Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the certificates as described in this prospectus) has been received;

(i)to modify the procedures set forth in the PSA relating to compliance with Rule 17g-5,provided that the change would not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the RR Interest), as evidenced by (A) an opinion of counsel or (B) if any certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such certificates; andprovided,further, that the certificate administrator must give notice of any such amendment to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s website and the certificate administration must post such notice to its website;

(j)to modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or (iv); or

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(k)to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal.

The PSA may also be amended by the parties to the PSA with the consent of the holders of certificates of each class affected by such amendment evidencing, in each case, a majority of the aggregate Percentage Interests constituting the class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the PSA or of modifying in any manner the rights of the holders of the certificates, except that the amendment may not directly (1) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed on a certificate of any class without the consent of the holder of such certificate or which are required to be distributed to a holder of a Companion Loan without the consent of such holder, (2) reduce the aforesaid percentage of certificates of any class the holders of which are required to consent to the amendment or remove the requirement to obtain consent of any holder of a Companion Loan, without the consent of the holders of all certificates of that class then-outstanding or such holder of the related Companion Loan, (3) adversely affect the Voting Rights of any class of certificates, without the consent of the holders of all certificates of that class then-outstanding, (4) change in any manner any defined term used in any MLPA or the obligations or rights of any mortgage loan seller under any MLPA or change any rights of any mortgage loan seller as third party beneficiary under the PSA without the consent of the related mortgage loan seller, or (5) amend the Servicing Standard without the consent of 100% of the holders of certificates or a Rating Agency Confirmation by each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the certificates as described in this prospectus).

Notwithstanding the foregoing, no amendment to the PSA may be made that changes in any manner the obligations or rights of any mortgage loan seller under any MLPA or the rights of any mortgage loan seller, including as a third party beneficiary, under the PSA, without the consent of such mortgage loan seller. In addition, no amendment to the PSA may be made that changes any provisions specifically required to be included in the PSA by the related Intercreditor Agreement or that otherwise materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion Loan.

Also, notwithstanding the foregoing, no party will be required to consent to any amendment to the PSA without the trustee, the certificate administrator, the master servicers, the special servicers, the asset representations reviewer and the operating advisor having first received an opinion of counsel (at the issuing entity’s expense) to the effect that the amendment does not conflict with the terms of the PSA, and that the amendment or the exercise of any power granted to the master servicers, the special servicers, the depositor, the certificate administrator, the trustee, the operating advisor, the asset representations reviewer or any other specified person in accordance with the amendment will not result in the imposition of a tax on any portion of the issuing entity or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.

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Resignation and Removal of the Trustee and the Certificate Administrator

Each of the trustee and the certificate administrator will at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under the PSA, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and, in the case of the trustee, will not be an affiliate of either master servicer or either special servicer (except during any period when the trustee is acting as, or has become successor to, either master servicer or either special servicer, as the case may be), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior unsecured debt is rated at least “A” by S&P, “A-” by Fitch and, if rated by KBRA, “A” by KBRA;provided that the trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it maintains a long-term unsecured debt rating of no less than “BBB” by S&P and “A-” by Fitch, (b) its short-term debt obligations have a short-term rating of not less than “A-1” from S&P and “F1” by Fitch and (c) each master servicer maintains a rating of at least “A” by S&P and “A+” by Fitch (provided that nothing in this proviso will impose on either master servicer any obligation to maintain such rating or any other rating).

The trustee and the certificate administrator will be also permitted at any time to resign from their obligations and duties under the PSA by giving written notice (which notice will be posted to the certificate administrator’s website pursuant to the PSA) to the depositor, the master servicers, the special servicers, the trustee or the certificate administrator, as applicable, all Certificateholders, the operating advisor, the asset representations reviewer and the 17g-5 Information Provider (who will promptly post such notice to the 17g-5 Information Provider’s website). Upon receiving this notice of resignation, the depositor will be required to use its reasonable best efforts to promptly appoint a successor trustee or certificate administrator acceptable to the master servicers and, prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder. If no successor trustee or certificate administrator has accepted an appointment within 90 days after the giving of notice of resignation, the resigning trustee or certificate administrator, as applicable, may petition any court of competent jurisdiction to appoint a successor trustee or certificate administrator, as applicable, and such petition will be an expense of the issuing entity.

If at any time the trustee or certificate administrator ceases to be eligible to continue as trustee or certificate administrator, as applicable, under the PSA, and fails to resign after written request therefor by the depositor or either master servicer, or if at any time the trustee or certificate administrator becomes incapable of acting, or if certain events of, or proceedings in respect of, bankruptcy or insolvency occur with respect to the trustee or certificate administrator, or if the trustee or certificate administrator fails to timely publish any report to be delivered, published, or otherwise made available by the certificate administrator pursuant to the PSA, and such failure continues unremedied for a period of 5 days, or if the certificate administrator fails to make distributions required pursuant to the PSA, the depositor will be authorized to remove the trustee or certificate administrator, as applicable, and appoint a successor trustee or certificate administrator acceptable to the master servicers. If no successor trustee or certificate administrator has accepted an appointment within 90 days after the giving of notice of removal, the removed trustee or certificate administrator, as applicable, may petition any court of competent jurisdiction to appoint a successor trustee or certificate administrator, as applicable, and such petition will be an expense of the issuing entity.

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In addition, holders of the certificates entitled to at least 75% of the Voting Rights may upon 30 days prior written notice, with or without cause, remove the trustee or certificate administrator under the PSA and appoint a successor trustee or certificate administrator. In the event that holders of the certificates entitled to at least 75% of the Voting Rights elect to remove the trustee or certificate administrator without cause and appoint a successor, the successor trustee or certificate administrator, as applicable, will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.

Any resignation or removal of the trustee or certificate administrator and appointment of a successor trustee or certificate administrator will not become effective until (i) acceptance of appointment by the successor trustee or certificate administrator, as applicable, and (ii) the certificate administrator files any required Form 8-K. Further, the resigning trustee or certificate administrator, as the case may be, must pay all costs and expenses associated with the transfer of its duties.

The PSA will prohibit the appointment of the asset representations reviewer or one of its affiliates as successor to the trustee or certificate administrator.

Governing Law; Waiver of Jury Trial; and Consent to Jurisdiction

The PSA will be governed by the laws of the State of New York. Each party to the PSA will waive its respective right to a jury trial for any claim or cause of action based upon or arising out of or related to the PSA or certificates. Additionally, each party to the PSA will consent to the jurisdiction of any New York State and Federal courts sitting in New York City with respect to matters arising out of or related to the PSA.

Certain Legal Aspects of Mortgage Loans

The following discussion contains general summaries of certain legal aspects of mortgage loans secured by commercial and multifamily residential properties. Because such legal aspects are governed by applicable local law (which laws may differ substantially), the summaries do not purport to be complete, to reflect the laws of any particular jurisdiction, or to encompass the laws of all jurisdictions in which the security for the mortgage loans is situated.

California.Mortgage loans in California are generally secured by deeds of trust on the related real estate. Foreclosure of a deed of trust in California may be accomplished by a non-judicial trustee’s sale (so long as it is permitted under a specific provision in the deed of trust) or by judicial foreclosure, in each case subject to and accordance with the applicable procedures and requirements of California law. Public notice of either the trustee’s sale or the judgment of foreclosure is given for a statutory period of time after which the mortgaged real estate may be sold by the trustee, if foreclosed pursuant to the trustee’s power of sale, or by court appointed sheriff under a judicial foreclosure. Following a judicial foreclosure sale, the borrower or its successor-in-interest may, for a period of up to one year, redeem the property; however, there is no redemption following a trustee’s power of sale. California’s “security first” and “one action” rules require the lender to complete foreclosure of all real estate provided as security under the deed of trust in a single action in an attempt to satisfy the full debt before bringing a personal action (if otherwise permitted) against the borrower for recovery of the debt, except in certain cases involving environmentally impaired real property where foreclosure of the real property is not required before making a claim under the indemnity. This restriction may apply to property which is not located in California if a single promissory note is secured by property located in California and other jurisdictions. California case law has held that acts such as (but not

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limited to) an offset of an unpledged account constitute violations of such statutes. Violations of such statutes may result in the loss of some or all of the security under the mortgage loan and a loss of the ability to sue for the debt. A sale by the trustee under the deed of trust does not constitute an “action” for purposes of the “one action rule”. Other statutory provisions in California limit any deficiency judgment (if otherwise permitted) against the borrower following a judicial foreclosure to the amount by which the indebtedness exceeds the fair value at the time of the public sale and in no event greater than the difference between the foreclosure sale price and the amount of the indebtedness. Further, under California law, once a property has been sold pursuant to a power of sale clause contained in a deed of trust (and in the case of certain types of purchase money acquisition financings, under all circumstances), the lender is precluded from seeking a deficiency judgment from the borrower or, under certain circumstances, guarantors.

On the other hand, under certain circumstances, California law permits separate and even contemporaneous actions against both the borrower (as to the enforcement of the interests in the collateral securing the loan) and any guarantors. California statutory provisions regarding assignments of rents and leases require that a lender whose loan is secured by such an assignment must exercise a remedy with respect to rents as authorized by statute in order to establish its right to receive the rents after an event of default. Among the remedies authorized by statute is the lender’s right to have a receiver appointed under certain circumstances.

Michigan.A mortgage (with an assignment of rents), recorded in the office of the county Register of Deeds, is the standard real property security instrument in Michigan. Sometimes a separate assignment of leases and rents is also used. Under the Michigan Uniform Commercial Code a mortgage containing the appropriate language can be used for a fixture filing, but often a separate fixture filing financing statement is recorded as well. Mortgages often contain express future advance clauses to insure the priority of later advances, as well as a clause that provides for the use of a receiver in the event of “waste” as a result of failure to pay property taxes or insurance premiums. A Michigan mortgagee cannot expect to be able to exercise self-help and enter the property in the event of a default. Typically, the mortgage will obtain the mortgagor’s consent to a receiver in certain circumstances, but actually obtaining a receiver still requires court approval. Mortgages may be enforced by either judicial foreclosure or foreclosure by advertisement (the mortgage should contain a good power of sale clause), carried out as a sheriff’s sale after the requisite publication. The latter is much quicker - perhaps 45 to 60 days to sale - but a judicial foreclosure, requiring at least six months before the foreclosure sale, may be desirable in some circumstances. In both cases, there is a statutory redemption period, in most cases six months, following the foreclosure sale, in which the mortgagor and other persons with interests under the mortgagor may redeem the mortgaged property, and this can only be waived by the mortgagor for adequate contemporaneous consideration. An agreement for a deed-in-lieu of foreclosure is generally also enforceable provided there is adequate independent consideration at the time of the deed. A prior waiver of the redemption period set forth in the mortgage is difficult to enforce no matter how elaborately the lender’s counsel constructs the waiver language. Both before foreclosure and during the redemption period the assignment of rents can to be exercised in accordance with the procedural requirements of Michigan’s assignment of rents statute. Both foreclosure remedies allow for deficiencies to be established; however, without judicial authorization, a separate action on the debt cannot be maintained while foreclosure is pending.

Virginia.Foreclosure of the lien of a deed of trust in Virginia typically and most efficiently is accomplished by a non-judicial trustee’s sale under a power of sale provision in the deed of trust. Judicial foreclosure also can be, but seldom is, used. In a non-judicial

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foreclosure, written notice to the borrower and other lienholders of record and newspaper advertisement of the trustee’s sale, containing certain information, must be given for the time period prescribed in the deed of trust, but subject to statutory minimums. After such notice, the trustee may sell the real estate at public auction. Although rarely used in Virginia, in a judicial foreclosure, after notice to all interested parties, a full hearing and judgment in favor of the lienholder, the court orders a foreclosure sale to be conducted by a court-appointed commissioner in chancery or other officer. In either type of foreclosure sale, upon consummation of the foreclosure, the borrower has no right to redeem the property. A deficiency judgment for a recourse loan may be obtained. Further, under Virginia law, under certain circumstances and for certain time periods, a lienholder may petition the court for the appointment of a receiver to collect, protect and disburse the real property’s rents and revenues, and otherwise to maintain and preserve the real property, pursuant to the court’s instructions. The decision to appoint a receiver is solely within the court’s discretion, regardless of what the deed of trust provides.

General

Each mortgage loan will be evidenced by a promissory note and secured by an instrument granting a security interest in real property, which may be a mortgage, deed of trust or a deed to secure debt, depending upon the prevailing practice and law in the state in which the related mortgaged property is located. Mortgages, deeds of trust and deeds to secure debt are in this prospectus collectively referred to as “mortgages”. A mortgage creates a lien upon, or grants a title interest in, the real property covered thereby, and represents the security for the repayment of the indebtedness customarily evidenced by a promissory note. The priority of the lien created or interest granted will depend on the terms of the mortgage and, in some cases, on the terms of separate subordination agreements or intercreditor agreements with others that hold interests in the real property, the knowledge of the parties to the mortgage and, generally, the order of recordation of the mortgage in the appropriate public recording office. However, the lien of a recorded mortgage will generally be subordinate to later-arising liens for real estate taxes and assessments and other charges imposed under governmental police powers.

Types of Mortgage Instruments

There are two parties to a mortgage: a mortgagor (the borrower and usually the owner of the applicable property) and a mortgagee (the lender). In contrast, a deed of trust is a three-party instrument, among a trustor (the equivalent of a borrower), a trustee to whom the real property is conveyed, and a beneficiary (the lender) for whose benefit the conveyance is made. Under a deed of trust, the trustor grants the property, irrevocably until the debt is paid, in trust and generally with a power of sale, to the trustee to secure repayment of the indebtedness evidenced by the related note. A deed to secure debt typically has two parties, pursuant to which the borrower, or grantor, conveys title to the real property to the grantee, or lender generally with a power of sale, until such time as the debt is repaid. In a case where the borrower is a land trust, there would be an additional party because legal title to the property is held by a land trustee under a land trust agreement for the benefit of the borrower. At origination of a mortgage loan involving a land trust, the borrower may execute a separate undertaking to make payments on the promissory note. The land trustee would not be personally liable for the promissory note obligation. The mortgagee’s authority under a mortgage, the trustee’s authority under a deed of trust and the grantee’s authority under a deed to secure debt are governed by the express provisions of the related instrument, the law of the state in which the real property is located, certain federal laws and, in some deed of trust transactions, the directions of the beneficiary.

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Leases and Rents

Mortgages that encumber income-producing property often contain an assignment of rents and leases, and/or may be accompanied by a separate assignment of rents and leases, pursuant to which the borrower assigns to the lender the borrower’s right, title and interest as landlord under each lease and the income derived from the lease, while (unless rents are to be paid directly to the lender) retaining a revocable license to collect the rents for so long as there is no default. If the borrower defaults, the license terminates and the lender is entitled to collect the rents. Local law may require that the lender take possession of the property and/or obtain a court-appointed receiver before becoming entitled to collect the rents.

In most states, hospitality property and motel room rates are considered accounts receivable under the Uniform Commercial Code (“UCC”). In cases where hospitality properties or motels constitute loan security, the revenues are generally pledged by the borrower as additional security for the loan. In general, the lender must file financing statements in order to perfect its security interest in the room revenues and must file continuation statements, generally every 5 years, to maintain perfection of such security interest. In certain cases, mortgage loans secured by hospitality properties or motels may be included in the issuing entity even if the security interest in the room revenues was not perfected. Even if the lender’s security interest in room revenues is perfected under applicable nonbankruptcy law, it will generally be required to commence a foreclosure action or otherwise take possession of the property in order to enforce its rights to collect the room revenues following a default. In the bankruptcy setting, however, the lender will be stayed from enforcing its rights to collect room revenues, but those room revenues constitute “cash collateral” and therefore generally cannot be used by the bankruptcy debtor without a hearing or lender’s consent or unless the lender’s interest in the room revenues is given adequate protection (e.g., cash payment for otherwise encumbered funds or a replacement lien on unencumbered property, in either case in value equivalent to the amount of room revenues that the debtor proposes to use, or other similar relief). See “—Bankruptcy Laws” below.

Personalty

In the case of certain types of mortgaged properties, such as hospitality properties, motels, nursing homes and manufactured housing, personal property (to the extent owned by the borrower and not previously pledged) may constitute a significant portion of the property’s value as security. The creation and enforcement of liens on personal property are governed by the UCC. Accordingly, if a borrower pledges personal property as security for a mortgage loan, the lender generally must file UCC financing statements in order to perfect its security interest in that personal property, and must file continuation statements, generally every five years, to maintain that perfection. Certain mortgage loans secured in part by personal property may be included in the issuing entity even if the security interest in such personal property was not perfected.

Foreclosure

General

Foreclosure is a legal procedure that allows the lender to recover its mortgage debt by enforcing its rights and available legal remedies under the mortgage. If the borrower defaults in payment or performance of its obligations under the promissory note or mortgage, the lender has the right to institute foreclosure proceedings to sell the real property at public auction to satisfy the indebtedness.

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Foreclosure Procedures Vary from State to State

Two primary methods of foreclosing a mortgage are judicial foreclosure, involving court proceedings, and nonjudicial foreclosure pursuant to a power of sale granted in the mortgage instrument. Other foreclosure procedures are available in some states, but they are either infrequently used or available only in limited circumstances.

A foreclosure action is subject to most of the delays and expenses of other lawsuits if defenses are raised or counterclaims are interposed, and sometimes requires several years to complete.

See also “Risk Factors—Risks Relating to the Mortgage Loans—Risks Associated with One Action Rules”.

Judicial Foreclosure

A judicial foreclosure proceeding is conducted in a court having jurisdiction over the mortgaged property. Generally, the action is initiated by the service of legal pleadings upon all parties having a subordinate interest of record in the real property and all parties in possession of the property, under leases or otherwise, whose interests are subordinate to the mortgage. Delays in completion of the foreclosure may occasionally result from difficulties in locating defendants. When the lender’s right to foreclose is contested, the legal proceedings can be time-consuming. Upon successful completion of a judicial foreclosure proceeding, the court generally issues a judgment of foreclosure and appoints a referee or other officer to conduct a public sale of the mortgaged property, the proceeds of which are used to satisfy the judgment. Such sales are made in accordance with procedures that vary from state to state.

Equitable and Other Limitations on Enforceability of Certain Provisions

United States courts have traditionally imposed general equitable principles to limit the remedies available to lenders in foreclosure actions. These principles are generally designed to relieve borrowers from the effects of mortgage defaults perceived as harsh or unfair. Relying on such principles, a court may alter the specific terms of a loan to the extent it considers necessary to prevent or remedy an injustice, undue oppression or overreaching, or may require the lender to undertake affirmative actions to determine the cause of the borrower’s default and the likelihood that the borrower will be able to reinstate the loan. In some cases, courts have substituted their judgment for the lender’s and have required that lenders reinstate loans or recast payment schedules in order to accommodate borrowers who are suffering from a temporary financial disability. In other cases, courts have limited the right of the lender to foreclose in the case of a nonmonetary default, such as a failure to adequately maintain the mortgaged property or an impermissible further encumbrance of the mortgaged property. Finally, some courts have addressed the issue of whether federal or state constitutional provisions reflecting due process concerns for adequate notice require that a borrower receive notice in addition to statutorily-prescribed minimum notice. For the most part, these cases have upheld the reasonableness of the notice provisions or have found that a public sale under a mortgage providing for a power of sale does not involve sufficient state action to trigger constitutional protections.

In addition, some states may have statutory protection such as the right of the borrower to reinstate a mortgage loan after commencement of foreclosure proceedings but prior to a foreclosure sale.

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Nonjudicial Foreclosure/Power of Sale

In states permitting nonjudicial foreclosure proceedings, foreclosure of a deed of trust is generally accomplished by a nonjudicial trustee’s sale pursuant to a power of sale typically granted in the deed of trust. A power of sale may also be contained in any other type of mortgage instrument if applicable law so permits. A power of sale under a deed of trust allows a nonjudicial public sale to be conducted generally following a request from the beneficiary/lender to the trustee to sell the property upon default by the borrower and after notice of sale is given in accordance with the terms of the deed of trust and applicable state law. In some states, prior to such sale, the trustee under the deed of trust must record a notice of default and notice of sale and send a copy to the borrower and to any other party who has recorded a request for a copy of a notice of default and notice of sale. In addition, in some states the trustee must provide notice to any other party having an interest of record in the real property, including junior lienholders. A notice of sale must be posted in a public place and, in most states, published for a specified period of time in one or more newspapers. The borrower or junior lienholder may then have the right, during a reinstatement period required in some states, to cure the default by paying the entire actual amount in arrears (without regard to the acceleration of the indebtedness), plus the lender’s expenses incurred in enforcing the obligation. In other states, the borrower or the junior lienholder is not provided a period to reinstate the loan, but has only the right to pay off the entire debt to prevent the foreclosure sale. Generally, state law governs the procedure for public sale, the parties entitled to notice, the method of giving notice and the applicable time periods.

Public Sale

A third party may be unwilling to purchase a mortgaged property at a public sale because of the difficulty in determining the exact status of title to the property (due to, among other things, redemption rights that may exist) and because of the possibility that physical deterioration of the mortgaged property may have occurred during the foreclosure proceedings. Potential buyers may also be reluctant to purchase mortgaged property at a foreclosure sale as a result of the 1980 decision of the United States Court of Appeals for the Fifth Circuit inDurrett v. Washington National Insurance Co., 621 F.2d 2001 (5th Cir. 1980) and other decisions that have followed its reasoning. The court inDurrett held that even a non-collusive, regularly conducted foreclosure sale was a fraudulent transfer under the Bankruptcy Code and, thus, could be rescinded in favor of the bankrupt’s estate, if (1) the foreclosure sale was held while the debtor was insolvent and not more than one year prior to the filing of the bankruptcy petition and (2) the price paid for the foreclosed property did not represent “fair consideration”, which is “reasonably equivalent value” under the Bankruptcy Code. Although the reasoning and result ofDurrett in respect of the Bankruptcy Code was rejected by the United States Supreme Court inBFP v. Resolution Trust Corp., 511 U.S. 531 (1994), the case could nonetheless be persuasive to a court applying a state fraudulent conveyance law which has provisions similar to those construed inDurrett. Therefore, it is common for the lender to purchase the mortgaged property for an amount equal to the secured indebtedness and accrued and unpaid interest plus the expenses of foreclosure, in which event the borrower’s debt will be extinguished, or for a lesser amount in order to preserve its right to seek a deficiency judgment if such is available under state law and under the terms of the Mortgage Loan documents. Thereafter, subject to the borrower’s right in some states to remain in possession during a redemption period, the lender will become the owner of the property and have both the benefits and burdens of ownership, including the obligation to pay debt service on any senior mortgages, to pay taxes, to obtain casualty insurance and to make such repairs as are necessary to render the property suitable for sale. Frequently, the lender employs a third-party management

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company to manage and operate the property. The costs of operating and maintaining a property may be significant and may be greater than the income derived from that property. The costs of management and operation of those mortgaged properties which are hotels, motels, restaurants, nursing or convalescent homes, hospitals or casinos may be particularly significant because of the expertise, knowledge and, with respect to certain property types, regulatory compliance, required to run those operations and the effect which foreclosure and a change in ownership may have on the public’s and the industry’s, including franchisors’, perception of the quality of those operations. The lender also will commonly obtain the services of a real estate broker and pay the broker’s commission in connection with the sale or lease of the property. Depending upon market conditions, the ultimate proceeds of the sale of a property may not equal the lender’s investment in the property. Moreover, a lender commonly incurs substantial legal fees and court costs in acquiring a mortgaged property through contested foreclosure and/or bankruptcy proceedings. Because of the expenses associated with acquiring, owning and selling a mortgaged property, a lender could realize an overall loss on a mortgage loan even if the mortgaged property is sold at foreclosure, or resold after it is acquired through foreclosure, for an amount equal to the full outstanding principal amount of the loan plus accrued interest.

Furthermore, an increasing number of states require that any environmental contamination at certain types of properties be cleaned up before a property may be resold. In addition, a lender may be responsible under federal or state law for the cost of cleaning up a mortgaged property that is environmentally contaminated. See “—Environmental Considerations” below.

The holder of a junior mortgage that forecloses on a mortgaged property does so subject to senior mortgages and any other prior liens, and may be obliged to keep senior mortgage loans current in order to avoid foreclosure of its interest in the property. In addition, if the foreclosure of a junior mortgage triggers the enforcement of a “due-on-sale” clause contained in a senior mortgage, the junior mortgagee could be required to pay the full amount of the senior mortgage indebtedness or face foreclosure.

Rights of Redemption

The purposes of a foreclosure action are to enable the lender to realize upon its security and to bar the borrower, and all persons who have interests in the property that are subordinate to that of the foreclosing lender, from exercise of their “equity of redemption”. The doctrine of equity of redemption provides that, until the property encumbered by a mortgage has been sold in accordance with a properly conducted foreclosure and foreclosure sale, those having interests that are subordinate to that of the foreclosing lender have an equity of redemption and may redeem the property by paying the entire debt with interest. Those having an equity of redemption must generally be made parties and joined in the foreclosure proceeding in order for their equity of redemption to be terminated.

The equity of redemption is a common-law (nonstatutory) right which should be distinguished from post-sale statutory rights of redemption. In some states, after sale pursuant to a deed of trust or foreclosure of a mortgage, the borrower and foreclosed junior lienors are given a statutory period in which to redeem the property. In some states, statutory redemption may occur only upon payment of the foreclosure sale price. In other states, redemption may be permitted if the former borrower pays only a portion of the sums due. The effect of a statutory right of redemption is to diminish the ability of the lender to sell the foreclosed property because the exercise of a right of redemption would defeat the title of any purchaser through a foreclosure. Consequently, the practical effect of the redemption right is to force the lender to maintain the property and pay the expenses of

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ownership until the redemption period has expired. In some states, a post-sale statutory right of redemption may exist following a judicial foreclosure, but not following a trustee’s sale under a deed of trust.

Anti-Deficiency Legislation

Some or all of the mortgage loans are non-recourse loans, as to which recourse in the case of default will be limited to the mortgaged property and such other assets, if any, that were pledged to secure the mortgage loan. However, even if a mortgage loan by its terms provides for recourse to the borrower’s other assets, a lender’s ability to realize upon those assets may be limited by state law. For example, in some states a lender cannot obtain a deficiency judgment against the borrower following foreclosure or sale under a deed of trust.

A deficiency judgment is a personal judgment against the former borrower equal to the difference between the net amount realized upon the public sale of the real property and the amount due to the lender. Other statutes may require the lender to exhaust the security afforded under a mortgage before bringing a personal action against the borrower. In certain other states, the lender has the option of bringing a personal action against the borrower on the debt without first exhausting that security; however, in some of those states, the lender, following judgment on that personal action, may be deemed to have elected a remedy and thus may be precluded from foreclosing upon the security. Consequently, lenders in those states where such an election of remedy provision exists will usually proceed first against the security. Finally, other statutory provisions, designed to protect borrowers from exposure to large deficiency judgments that might result from bidding at below-market values at the foreclosure sale, limit any deficiency judgment to the excess of the outstanding debt over the fair market value of the property at the time of the sale.

Leasehold Considerations

Mortgage loans may be secured by a mortgage on the borrower’s leasehold interest in a ground lease. Leasehold mortgage loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of the borrower. The most significant of these risks is that if the borrower’s leasehold were to be terminated upon a lease default, the leasehold mortgagee would lose its security. This risk may be lessened if the ground lease requires the lessor to give the leasehold mortgagee notices of lessee defaults and an opportunity to cure them, permits the leasehold estate to be assigned to and by the leasehold mortgagee or the purchaser at a foreclosure sale, and contains certain other protective provisions typically included in a “mortgageable” ground lease. Certain mortgage loans, however, may be secured by ground leases which do not contain these provisions.

In addition, where a lender has as its security both the fee and leasehold interest in the same property, the grant of a mortgage lien on its fee interest by the land owner/ground lessor to secure the debt of a borrower/ground lessee may be subject to challenge as a fraudulent conveyance. Among other things, a legal challenge to the granting of the liens may focus on the benefits realized by the land owner/ground lessor from the loan. If a court concluded that the granting of the mortgage lien was an avoidable fraudulent conveyance, it might take actions detrimental to the holders of the offered certificates, including, under certain circumstances, invalidating the mortgage lien on the fee interest of the land owner/ground lessor.

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Cooperative Shares

Mortgage loans may be secured by a security interest on the borrower’s ownership interest in shares, and the related proprietary leases, allocable to cooperative dwelling units that may be vacant or occupied by non-owner tenants. Such loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of a borrower in real property. Such a loan typically is subordinate to the mortgage, if any, on the cooperative’s building which, if foreclosed, could extinguish the equity in the building and the proprietary leases of the dwelling units derived from ownership of the shares of the cooperative. Further, transfer of shares in a cooperative are subject to various regulations as well as to restrictions under the governing documents of the cooperative, and the shares may be cancelled in the event that associated maintenance charges due under the related proprietary leases are not paid. Typically, a recognition agreement between the lender and the cooperative provides, among other things, the lender with an opportunity to cure a default under a proprietary lease.

Under the laws applicable in many states, “foreclosure” on cooperative shares is accomplished by a sale in accordance with the provisions of Article 9 of the UCC and the security agreement relating to the shares. Article 9 of the UCC requires that a sale be conducted in a “commercially reasonable” manner, which may be dependent upon, among other things, the notice given the debtor and the method, manner, time, place and terms of the sale. Article 9 of the UCC provides that the proceeds of the sale will be applied first to pay the costs and expenses of the sale and then to satisfy the indebtedness secured by the lender’s security interest. A recognition agreement, however, generally provides that the lender’s right to reimbursement is subject to the right of the cooperative to receive sums due under the proprietary leases.

Bankruptcy Laws

Operation of the federal Bankruptcy Code in Title 11 of the United States Code, as amended from time to time (“Bankruptcy Code”) and related state laws may interfere with or affect the ability of a lender to obtain payment of a loan, realize upon collateral and/or to enforce a deficiency judgment. For example, under the Bankruptcy Code, virtually all actions (including foreclosure actions and deficiency judgment proceedings) are automatically stayed upon the filing of the bankruptcy petition, and, usually, no interest or principal payments are made during the course of the bankruptcy case. The delay and the consequences of a delay caused by an automatic stay can be significant. For example, the filing of a petition in bankruptcy by or on behalf of a junior mortgage lien holder may stay the senior lender from taking action to foreclose out such junior lien. At a minimum, the senior lender would suffer delay due to its need to seek bankruptcy court approval before taking any foreclosure or other action that could be deemed in violation of the automatic stay under the Bankruptcy Code.

Under the Bankruptcy Code, a bankruptcy trustee, or a borrower as debtor-in-possession, may under certain circumstances sell the related mortgaged property or other collateral free and clear of all liens, claims, encumbrances and interests, which liens would then attach to the proceeds of such sale, despite the provisions of the related mortgage or other security agreement to the contrary. Such a sale may be approved by a bankruptcy court even if the proceeds are insufficient to pay the secured debt in full.

Under the Bankruptcy Code, provided certain substantive and procedural safeguards for a lender are met, the amount and terms of a mortgage or other security agreement secured by property of a debtor may be modified under certain circumstances. Pursuant to a confirmed plan of reorganization, lien avoidance or claim objection proceeding, the secured

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claim arising from a loan secured by real property or other collateral may be reduced to the then-current value of the property (with a corresponding partial reduction of the amount of lender’s security interest), thus leaving the lender a secured creditor to the extent of the then current value of the property and a general unsecured creditor for the difference between such value and the outstanding balance of the loan. Such general unsecured claims may be paid less than 100% of the amount of the debt or not at all, depending upon the circumstances. Other modifications may include the reduction in the amount of each scheduled payment, which reduction may result from a reduction in the rate of interest and/or the alteration of the repayment schedule (with or without affecting the unpaid principal balance of the loan), and/or an extension (or reduction) of the final maturity date. Some courts have approved bankruptcy plans, based on the particular facts of the reorganization case, that effected the curing of a mortgage loan default by paying arrearages over a number of years. Also, under the Bankruptcy Code, a bankruptcy court may permit a debtor through its plan of reorganization to reinstate the loan even though the lender accelerated the mortgage loan and final judgment of foreclosure had been entered in state court (provided that no sale of the property had yet occurred) prior to the filing of the debtor’s petition. This may be done even if the plan of reorganization does not provide for payment of the full amount due under the original loan. Thus, the full amount due under the original loan may never be repaid. Other types of significant modifications to the terms of mortgage loan may be acceptable to the bankruptcy court, such as making distributions to the mortgage holder of property other than cash, or the substitution of collateral which is the “indubitable equivalent” of the real property subject to the mortgage, or the subordination of the mortgage to liens securing new debt (provided that the lender’s secured claim is “adequately protected�� as such term is defined and interpreted under the Bankruptcy Code), often depending on the particular facts and circumstances of the specific case.

Federal bankruptcy law may also interfere with or otherwise adversely affect the ability of a secured mortgage lender to enforce an assignment by a borrower of rents and leases (which “rents” may include revenues from hotels and other lodging facilities specified in the Bankruptcy Code) related to a mortgaged property if the related borrower is in a bankruptcy proceeding. Under the Bankruptcy Code, a lender may be stayed from enforcing the assignment, and the legal proceedings necessary to resolve the issue can be time consuming and may result in significant delays in the receipt of the rents. Rents (including applicable hotel and other lodging revenues) and leases may also escape such an assignment, among other things, (i) if the assignment is not fully perfected under state law prior to commencement of the bankruptcy proceeding, (ii) to the extent such rents and leases are used by the borrower to maintain the mortgaged property, or for other court authorized expenses, (iii) to the extent other collateral may be substituted for the rents and leases, (iv) to the extent the bankruptcy court determines that the lender is adequately protected, or (v) to the extent the court determines based on the equities of the case that the post-petition rents are not subject to the lender’s pre-petition security interest.

Under the Bankruptcy Code, a security interest in real property acquired before the commencement of the bankruptcy case does not extend to income received after the commencement of the bankruptcy case unless such income is a proceed, product or rent of such property. Therefore, to the extent a business conducted on the mortgaged property creates accounts receivable rather than rents or results from payments under a license rather than payments under a lease, a valid and perfected pre-bankruptcy lien on such accounts receivable or license income generally would not continue as to post-bankruptcy accounts receivable or license income.

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The Bankruptcy Code provides that a lender’s perfected pre-petition security interest in leases, rents and hotel revenues continues in the post-petition leases, rents and hotel revenues, unless a bankruptcy court orders to the contrary “based on the equities of the case”. The equities of a particular case may permit the discontinuance of security interests in pre-petition leases and rents. Thus, unless a court orders otherwise, revenues from a mortgaged property generated after the date the bankruptcy petition is filed will constitute “cash collateral” under the Bankruptcy Code. Debtors may only use cash collateral upon obtaining the lender’s consent or a prior court order finding that the lender’s interest in the mortgaged hotel, motel or other lodging property and the cash collateral is “adequately protected” as the term is defined and interpreted under the Bankruptcy Code. In addition to post-petition rents, any cash held by a lender in a lockbox or reserve account generally would also constitute “cash collateral” under the Bankruptcy Code. So long as the lender is adequately protected, a debtor’s use of cash collateral may be for its own benefit or for the benefit of any affiliated entity group that is also subject to bankruptcy proceedings, including use as collateral for new debt. It should be noted, however, that the court may find that the lender has no security interest in either pre-petition or post-petition revenues if the court finds that the loan documents do not contain language covering accounts, room rents, or other forms of personalty necessary for a security interest to attach to such revenues.

The Bankruptcy Code provides generally that rights and obligations under an unexpired lease of the debtor/lessee may not be terminated or modified at any time after the commencement of a case under the Bankruptcy Code solely because of a provision in the lease to that effect or because of certain other similar events. This prohibition on so-called “ipso facto” clauses could limit the ability of a lender to exercise certain contractual remedies with respect to the leases on any mortgaged property. In addition, section 362 of the Bankruptcy Code operates as an automatic stay of, among other things, any act to obtain possession of property from a debtor’s estate, which may delay a lender’s exercise of those remedies, including foreclosure, in the event that a lessee becomes the subject of a proceeding under the Bankruptcy Code. Thus, the filing of a petition in bankruptcy by or on behalf of a lessee of a mortgaged property would result in a stay against the commencement or continuation of any state court proceeding for past due rent, for accelerated rent, for damages or for a summary eviction order with respect to a default under the related lease that occurred prior to the filing of the lessee’s petition. While relief from the automatic stay to enforce remedies may be requested, it can be denied for a number of reasons, including where the collateral is “necessary to an effective reorganization” for the debtor, and if a debtor’s case has been administratively consolidated with those of its affiliates, the court may also consider whether the property is “necessary to an effective reorganization” of the debtor and its affiliates, taken as a whole.

The Bankruptcy Code generally provides that a trustee in bankruptcy or debtor-in-possession may, with respect to an unexpired lease of non-residential real property, before the earlier of (i) 120 days after the filing of a bankruptcy case or (ii) the entry of an order confirming a plan, subject to approval of the court, (a) assume the lease and retain it or assign it to a third party or (b) reject the lease. If the trustee or debtor-in-possession fails to assume or reject the lease within the time specified in the preceding sentence, subject to any extensions by the bankruptcy court, the lease will be deemed rejected and the property will be surrendered to the lessor. The bankruptcy court may for cause shown extend the 120-day period up to 90 days for a total of 210 days. If the lease is assumed, the trustee in bankruptcy on behalf of the lessee, or the lessee as debtor-in-possession, or the assignee, if applicable, must cure any defaults under the lease, compensate the lessor for its losses and provide the lessor with “adequate assurance” of future performance. These remedies may be insufficient, however, as the lessor may be

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forced to continue under the lease with a lessee that is a poor credit risk or an unfamiliar tenant (if the lease was assigned), and any assurances provided to the lessor may, in fact, be inadequate. If the lease is rejected, the rejection generally constitutes a breach of the executory contract or unexpired lease as of the date immediately preceding the filing date of the bankruptcy petition. As a consequence, the other party or parties to the lease, such as the borrower, as lessor under a lease, generally would have only an unsecured claim against the debtor, as lessee, for damages resulting from the breach, which could adversely affect the security for the related mortgage loan. In addition, under the Bankruptcy Code, a lease rejection damages claim is limited to the “(a) rent reserved by the lease, without acceleration, for the greater of one year, or 15 percent, not to exceed 3 years, of the remaining term of such lease, following the earlier of the date of the bankruptcy petition and the date on which the lessor regained possession of the real property, (b) plus any unpaid rent due under such lease, without acceleration, on the earlier of such dates”.

If a trustee in bankruptcy on behalf of a lessor, or a lessor as debtor-in-possession, rejects an unexpired lease of real property, the lessee may treat the lease as terminated by the rejection or, in the alternative, the lessee may remain in possession of the leasehold for the balance of the term and for any renewal or extension of the term that is enforceable by the lessee under applicable non-bankruptcy law. The Bankruptcy Code provides that if a lessee elects to remain in possession after a rejection of a lease, the lessee may offset against rents reserved under the lease for the balance of the term after the date of rejection of the lease, and the related renewal or extension of the lease, any damages occurring after that date caused by the nonperformance of any obligation of the lessor under the lease after that date.

Similarly, bankruptcy risk is associated with an insolvency proceeding under the Bankruptcy Code of either a borrower ground lessee or a ground lessor. In general, upon the bankruptcy of a lessor or a lessee under a lease of nonresidential real property, including a ground lease, that has not been terminated prior to the bankruptcy filing date, the debtor entity has the statutory right to assume or reject the lease. Given that the Bankruptcy Code generally invalidates clauses that terminate contracts automatically upon the filing by one of the parties of a bankruptcy petition or that are conditioned on a party’s insolvency, following the filing of a bankruptcy petition, a debtor would ordinarily be required to perform its obligations under such lease until the debtor decides whether to assume or reject the lease. The Bankruptcy Code provides certain additional protections with respect to non-residential real property leases, such as establishing a specific timeframe in which a debtor must determine whether to assume or reject the lease. The bankruptcy court may extend the time to perform for up to 60 days for cause shown. Even if the agreements were terminated prior to bankruptcy, a bankruptcy court may determine that the agreement was improperly terminated and therefore remains part of the debtor’s bankruptcy estate. The debtor also can seek bankruptcy court approval to assume and assign the lease to a third party, and to modify the lease in connection with such assignment. In order to assume the lease, the debtor or assignee generally will have to cure outstanding defaults and provide “adequate assurance of future performance” in addition to satisfying other requirements imposed under the Bankruptcy Code. Under the Bankruptcy Code, subject to certain exceptions, once a lease is rejected by a debtor lessee, it is deemed breached, and the non-debtor lessor will have a claim for lease rejection damages, as described above.

If the ground lessor files for bankruptcy, it may determine until the confirmation of its plan of reorganization whether to reject the ground lease. On request of any party to the lease, the bankruptcy court may order the debtor to determine within a specific period of time whether to assume or reject the lease or to comply with the terms of the lease pending

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its decision to assume or reject. In the event of rejection, the non-debtor lessee will have the right to treat the lease as terminated by virtue of its terms, applicable nonbankruptcy law, or any agreement made by the lessee. The non-debtor lessee may also, if the lease term has begun, retain its rights under the lease, including its rights to remain in possession of the leased premises under the rent reserved in the lease for the balance of the term of the lease (including renewals). The term “lessee” includes any “successor, assign or mortgagee permitted under the terms of such lease”. If, pre-petition, the ground lessor had specifically granted the leasehold mortgagee such right, the leasehold mortgagee may have the right to succeed to the lessee/borrower’s position under the lease.

In the event of concurrent bankruptcy proceedings involving the ground lessor and the lessee/borrower, actions by creditors against the borrower/lessee debtor would be subject to the automatic stay, and a lender may be unable to enforce both the bankrupt lessee/borrower’s pre-petition agreement to refuse to treat a ground lease rejected by a bankrupt lessor as terminated and any agreement by the ground lessor to grant the lender a new lease upon such termination. In such circumstances, a lease could be terminated notwithstanding lender protection provisions contained in that lease or in the mortgage. A lender could lose its security unless the lender holds a fee mortgage or the bankruptcy court, as a court of equity, allows the mortgagee to assume the ground lessee’s obligations under the ground lease and succeed to the ground lessee’s position. Although consistent with the Bankruptcy Code, such position may not be adopted by the bankruptcy court.

Further, in an appellate decision by the United States Court of Appeals for the Seventh Circuit (Precision Indus. v. Qualitech Steel SBQ, LLC, 327 F.3d 537 (7th Cir, 2003)), the court ruled with respect to an unrecorded lease of real property that where a statutory sale of leased property occurs under the Bankruptcy Code upon the bankruptcy of a landlord, that sale terminates a lessee’s possessory interest in the property, and the purchaser assumes title free and clear of any interest, including any leasehold estates. Pursuant to the Bankruptcy Code, a lessee may request the bankruptcy court to prohibit or condition the statutory sale of the property so as to provide adequate protection of the leasehold interest; however, the court ruled that, at least where a memorandum of lease had not been recorded, this provision does not ensure continued possession of the property, but rather entitles the lessee to compensation for the value of its leasehold interest, typically from the sale proceeds. As a result, we cannot assure you that, in the event of a statutory sale of leased property pursuant to the Bankruptcy Code, the lessee would be able to maintain possession of the property under the ground lease. In addition, we cannot assure you that a leasehold mortgagor and/or a leasehold mortgagee (to the extent it has standing to intervene) would be able to recover the full value of the leasehold interest in bankruptcy court.

Because of the possible termination of the related ground lease, whether arising from a bankruptcy, the expiration of a lease term or an uncured defect under the related ground lease, lending on a leasehold interest in a real property is riskier than lending on the fee interest in the property.

In a bankruptcy or similar proceeding involving a borrower, action may be taken seeking the recovery as a preferential transfer of any payments made by such borrower, or made directly by the related lessee, under the related mortgage loan to the issuing entity. Payments on long term debt may be protected from recovery as preferences if they qualify for the “ordinary course” exception under the Bankruptcy Code or if certain other defenses in the Bankruptcy Code are applicable. Whether any particular payment would be protected depends upon the facts specific to a particular transaction.

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In addition, in a bankruptcy or similar proceeding involving any borrower or an affiliate, an action may be taken to avoid the transaction (or any component of the transaction, such as joint and several liability on the related mortgage loan) as an actual or constructive fraudulent conveyance under state or federal law. Any payment by a borrower in excess of its allocated share of the loan could be challenged as a fraudulent conveyance by creditors of that borrower in an action outside a bankruptcy case or by the representative of the borrower’s bankruptcy estate in a bankruptcy case. Generally, under federal and most state fraudulent conveyance statutes, the incurrence of an obligation or the transfer of property by a person will be subject to avoidance under certain circumstances if the person transferred such property with the intent to hinder, delay or defraud its creditors or the person did not receive fair consideration or reasonably equivalent value in exchange for such obligation or transfer and (i) was insolvent or was rendered insolvent by such obligation or transfer, (ii) was engaged in business or a transaction, or was about to engage in business or a transaction, for which any property remaining with the person constituted unreasonably small capital, or (iii) intended to, or believed that it would, incur debts that would be beyond the person’s ability to pay as such debts matured. The measure of insolvency will vary depending on the law of the applicable jurisdiction. However, an entity will generally be considered insolvent if the present fair salable value of its assets is less than (x) the sum of its debts or (y) the amount that would be required to pay its probable liabilities on its existing debts as they become absolute and matured. Accordingly, a lien granted by a borrower to secure repayment of the loan in excess of its allocated share could be avoided if a court were to determine that (i) such borrower was insolvent at the time of granting the lien, was rendered insolvent by the granting of the lien, was left with inadequate capital, or was not able to pay its debts as they matured and (ii) the borrower did not, when it allowed its property to be encumbered by a lien securing the entire indebtedness represented by the loan, receive fair consideration or reasonably equivalent value for pledging such property for the equal benefit of each other borrower.

A bankruptcy court may, under certain circumstances, authorize a debtor to obtain credit after the commencement of a bankruptcy case, secured among other things, by senior, equal or junior liens on property that is already subject to a lien. In the bankruptcy case ofIn re General Growth Properties, Inc.409 B.R. 43 (Bankr. S.D.N.Y. 2009) filed on April 16, 2009, the debtors initially sought approval of a debtor-in-possession loan to the corporate parent entities guaranteed by the property-level single-purpose entities and secured by second liens on their properties. Although the debtor-in-possession loan subsequently was modified to eliminate the subsidiary guarantees and second liens, we cannot assure you that, in the event of a bankruptcy of the borrower sponsor, the borrower sponsor would not seek approval of a similar debtor-in-possession loan, or that a bankruptcy court would not approve a debtor-in-possession loan that included such subsidiary guarantees and second liens on such subsidiaries’ properties.

Certain of the borrowers may be partnerships. The laws governing limited partnerships in certain states provide that the commencement of a case under the Bankruptcy Code with respect to a general partner will cause a person to cease to be a general partner of the limited partnership, unless otherwise provided in writing in the limited partnership agreement. This provision may be construed as an “ipso facto” clause and, in the event of the general partner’s bankruptcy, may not be enforceable. Certain limited partnership agreements of the borrowers may provide that the commencement of a case under the Bankruptcy Code with respect to the related general partner constitutes an event of withdrawal (assuming the enforceability of the clause is not challenged in bankruptcy proceedings or, if challenged, is upheld) that might trigger the dissolution of the limited partnership, the winding up of its affairs and the distribution of its assets, unless (i) at the time there was at least one other general partner and the written provisions of the limited

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partnership permit the business of the limited partnership to be carried on by the remaining general partner and that general partner does so or (ii) the written provisions of the limited partnership agreement permit the limited partners to agree within a specified time frame (often 60 days) after the withdrawal to continue the business of the limited partnership and to the appointment of one or more general partners and the limited partners do so. In addition, the laws governing general partnerships in certain states provide that the commencement of a case under the Bankruptcy Code or state bankruptcy laws with respect to a general partner of the partnerships triggers the dissolution of the partnership, the winding up of its affairs and the distribution of its assets. Those state laws, however, may not be enforceable or effective in a bankruptcy case. Limited liability companies may be subjected to similar treatment as that described in this prospectus with respect to limited partnerships. The dissolution of a borrower, the winding up of its affairs and the distribution of its assets could result in an acceleration of its payment obligation under the borrower’s mortgage loan, which may reduce the yield on the Offered Certificates in the same manner as a principal prepayment.

In addition, the bankruptcy of the general or limited partner of a borrower that is a partnership, or the bankruptcy of a member of a borrower that is a limited liability company or the bankruptcy of a shareholder of a borrower that is a corporation may provide the opportunity in the bankruptcy case of the partner, member or shareholder to obtain an order from a court consolidating the assets and liabilities of the partner, member or shareholder with those of the mortgagor pursuant to the doctrines of substantive consolidation or piercing the corporate veil. In such a case, the respective mortgaged property, for example, would become property of the estate of the bankrupt partner, member or shareholder. Not only would the mortgaged property be available to satisfy the claims of creditors of the partner, member or shareholder, but an automatic stay would apply to any attempt by the trustee to exercise remedies with respect to the mortgaged property. However, such an occurrence should not affect a lender’s status as a secured creditor with respect to the mortgagor or its security interest in the mortgaged property.

A borrower that is a limited partnership, in many cases, may be required by the loan documents to have a single-purpose entity as its sole general partner, and a borrower that is a general partnership, in many cases, may be required by the loan documents to have as its general partners only entities that are single-purpose entities. A borrower that is a limited liability company may be required by the loan documents to have a single-purpose member or a springing member. All borrowers that are tenants-in-common may be required by the loan documents to be single-purpose entities. These provisions are designed to mitigate the risk of the dissolution or bankruptcy of the borrower partnership or its general partner, a borrower limited liability company or its member (if applicable), or a borrower that is a tenant-in-common. However, we cannot assure you that any borrower partnership or its general partner, or any borrower limited liability company or its member (if applicable), or a borrower that is a tenant-in-common, will not dissolve or become a debtor under the Bankruptcy Code.

Environmental Considerations

General

A lender may be subject to environmental risks when taking a security interest in real property. Of particular concern may be properties that are or have been used for industrial, manufacturing, military or disposal activity. Such environmental risks include the possible diminution of the value of a contaminated property or, as discussed below, potential liability for clean-up costs or other remedial actions that could exceed the value of the property or

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the amount of the lender’s loan. In certain circumstances, a lender may decide to abandon a contaminated mortgaged property as collateral for its loan rather than foreclose and risk liability for clean-up costs.

Superlien Laws

Under the laws of many states, contamination on a property may give rise to a lien on the property for clean-up costs. In several states, such a lien has priority over all existing liens, including those of existing mortgages. In these states, the lien of a mortgage may lose its priority to such a “superlien”.

CERCLA

The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), imposes strict liability on present and past “owners” and “operators” of contaminated real property for the costs of clean-up. A secured lender may be liable as an “owner” or “operator” of a contaminated mortgaged property if agents or employees of the lender have participated in the management or operation of such mortgaged property. Such liability may exist even if the lender did not cause or contribute to the contamination and regardless of whether the lender has actually taken possession of a mortgaged property through foreclosure, deed-in-lieu of foreclosure or otherwise. Moreover, such liability is not limited to the original or unamortized principal balance of a loan or to the value of the property securing a loan. Excluded from CERCLA’s definition of “owner” or “operator”, however, is a person “who, without participating in the management of the facility, holds indicia of ownership primarily to protect his security interest”. This is the so called “secured creditor exemption”.

The Asset Conservation, Lender Liability and Deposit Insurance Protection Act of 1996 (the “1996 Act”) amended, among other things, the provisions of CERCLA with respect to lender liability and the secured creditor exemption. The 1996 Act offers protection to lenders by defining the activities in which a lender can engage and still have the benefit of the secured creditor exemption. In order for a lender to be deemed to have participated in the management of a mortgaged property, the lender must actually participate in the operational affairs of the property of the borrower. The 1996 Act provides that “merely having the capacity to influence, or unexercised right to control” operations does not constitute participation in management. A lender will lose the protection of the secured creditor exemption if it exercises decision-making control over the borrower’s environmental compliance and hazardous substance handling or disposal practices, or assumes day-to-day management of environmental or substantially all other operational functions of the mortgaged property. The 1996 Act also provides that a lender will continue to have the benefit of the secured creditor exemption even if it forecloses on a mortgaged property, purchases it at a foreclosure sale or accepts a deed-in-lieu of foreclosure,provided that the lender seeks to sell the mortgaged property at the earliest practicable commercially reasonable time on commercially reasonable terms.

Certain Other Federal and State Laws

Many states have statutes similar to CERCLA, and not all of those statutes provide for a secured creditor exemption. In addition, under federal law, there is potential liability relating to hazardous wastes and underground storage tanks under the federal Resource Conservation and Recovery Act.

Some federal, state and local laws, regulations and ordinances govern the management, removal, encapsulation or disturbance of asbestos-containing materials. These laws, as well

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as common law standards, may impose liability for releases of or exposure to asbestos-containing materials, and provide for third parties to seek recovery from owners or operators of real properties for personal injuries associated with those releases.

Federal legislation requires owners of residential housing constructed prior to 1978 to disclose to potential residents or purchasers any known lead-based paint hazards and will impose treble damages for any failure to disclose. In addition, the ingestion of lead-based paint chips or dust particles by children can result in lead poisoning. If lead-based paint hazards exist at a property, then the owner of that property may be held liable for injuries and for the costs of removal or encapsulation of the lead-based paint.

In a few states, transfers of some types of properties are conditioned upon clean-up of contamination prior to transfer. In these cases, a lender that becomes the owner of a property through foreclosure, deed-in-lieu of foreclosure or otherwise, may be required to clean up the contamination before selling or otherwise transferring the property.

Beyond statute-based environmental liability, there exist common law causes of action (for example, actions based on nuisance or on toxic tort resulting in death, personal injury or damage to property) related to hazardous environmental conditions on a property. While it may be more difficult to hold a lender liable under common law causes of action, unanticipated or uninsured liabilities of the borrower may jeopardize the borrower’s ability to meet its loan obligations or may decrease the re-sale value of the collateral.

Additional Considerations

The cost of remediating hazardous substance contamination at a property can be substantial. If a lender becomes liable, it can bring an action for contribution against the owner or operator who created the environmental hazard, but that individual or entity may be without substantial assets. Accordingly, it is possible that such costs could become a liability of the issuing entity and occasion a loss to the certificateholders.

If a lender forecloses on a mortgage secured by a property, the operations on which are subject to environmental laws and regulations, the lender will be required to operate the property in accordance with those laws and regulations. Such compliance may entail substantial expense, especially in the case of industrial or manufacturing properties.

In addition, a lender may be obligated to disclose environmental conditions on a property to government entities and/or to prospective buyers (including prospective buyers at a foreclosure sale or following foreclosure). Such disclosure may decrease the amount that prospective buyers are willing to pay for the affected property, sometimes substantially, and thereby decrease the ability of the lender to recover its investment in a loan upon foreclosure.

Due-on-Sale and Due-on-Encumbrance Provisions

Certain of the mortgage loans may contain “due-on-sale” and “due-on-encumbrance” clauses that purport to permit the lender to accelerate the maturity of the loan if the borrower transfers or encumbers the related mortgaged property. The Garn-St Germain Depository Institutions Act of 1982 (the “Garn Act”) generally preempts state laws that prohibit the enforcement of due-on-sale clauses and permits lenders to enforce these clauses in accordance with their terms, subject to certain limitations as set forth in the Garn Act and related regulations. Accordingly, a lender may nevertheless have the right to accelerate the maturity of a mortgage loan that contains a “due-on-sale” provision upon

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transfer of an interest in the property, without regard to the lender’s ability to demonstrate that a sale threatens its legitimate security interest.

Subordinate Financing

The terms of certain of the mortgage loans may not restrict the ability of the borrower to use the mortgaged property as security for one or more additional loans, or such restrictions may be unenforceable. Where a borrower encumbers a mortgaged property with one or more junior liens, the senior lender is subjected to additional risk. First, the borrower may have difficulty servicing and repaying multiple loans. Moreover, if the subordinate financing permits recourse to the borrower (as-is frequently the case) and the senior loan does not, a borrower may have more incentive to repay sums due on the subordinate loan. Second, acts of the senior lender that prejudice the junior lender or impair the junior lender’s security may create a superior equity in favor of the junior lender. For example, if the borrower and the senior lender agree to an increase in the principal amount of or the interest rate payable on the senior loan, the senior lender may lose its priority to the extent any existing junior lender is harmed or the borrower is additionally burdened. Third, if the borrower defaults on the senior loan and/or any junior loan or loans, the existence of junior loans and actions taken by junior lenders can impair the security available to the senior lender and can interfere with or delay the taking of action by the senior lender. Moreover, the bankruptcy of a junior lender may operate to stay foreclosure or similar proceedings by the senior lender.

Default Interest and Limitations on Prepayments

Promissory notes and mortgages may contain provisions that obligate the borrower to pay a late charge or additional interest if payments are not timely made, and in some circumstances, may prohibit prepayments for a specified period and/or condition prepayments upon the borrower’s payment of prepayment fees or yield maintenance penalties. In certain states, there are or may be specific limitations upon the late charges which a lender may collect from a borrower for delinquent payments. Certain states also limit the amounts that a lender may collect from a borrower as an additional charge if the loan is prepaid. In addition, the enforceability of provisions that provide for prepayment fees or penalties upon an involuntary prepayment is unclear under the laws of many states.

Applicability of Usury Laws

Title V of the Depository Institutions Deregulation and Monetary Control Act of 1980 (“Title V”) provides that state usury limitations will not apply to certain types of residential (including multifamily) first mortgage loans originated by certain lenders after March 31, 1980. Title V authorized any state to reimpose interest rate limits by adopting, before April 1, 1983, a law or constitutional provision that expressly rejects application of the federal law. In addition, even where Title V is not so rejected, any state is authorized by the law to adopt a provision limiting discount points or other charges on mortgage loans covered by Title V. Certain states have taken action to reimpose interest rate limits and/or to limit discount points or other charges.

Statutes differ in their provisions as to the consequences of a usurious loan. One group of statutes requires the lender to forfeit the interest due above the applicable limit or impose a specified penalty. Under this statutory scheme, the borrower may cancel the recorded mortgage or deed of trust upon paying its debt with lawful interest, and the lender may foreclose, but only for the debt plus lawful interest. A second group of statutes is more severe. A violation of this type of usury law results in the invalidation of the transaction,

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thereby permitting the borrower to cancel the recorded mortgage or deed of trust without any payment or prohibiting the lender from foreclosing.

Americans with Disabilities Act

Under Title III of the Americans with Disabilities Act of 1990 and related regulations (collectively, the “ADA”), in order to protect individuals with disabilities, public accommodations (such as hospitality properties, restaurants, shopping centers, hospitals, schools and social service center establishments) must remove architectural and communication barriers which are structural in nature from existing places of public accommodation to the extent “readily achievable”. In addition, under the ADA, alterations to a place of public accommodation or a commercial facility are to be made so that, to the maximum extent feasible, such altered portions are readily accessible to and usable by disabled individuals. The “readily achievable” standard takes into account, among other factors, the financial resources of the affected site, owner, landlord or other applicable person. In addition to imposing a possible financial burden on the borrower in its capacity as owner or landlord, the ADA may also impose such requirements on a foreclosing lender who succeeds to the interest of the borrower as owner or landlord. Furthermore, since the “readily achievable” standard may vary depending on the financial condition of the owner or landlord, a foreclosing lender who is financially more capable than the borrower of complying with the requirements of the ADA may be subject to more stringent requirements than those to which the borrower is subject.

Servicemembers Civil Relief Act

Under the terms of the Servicemembers Civil Relief Act as amended (the “Relief Act”), a borrower who enters military service after the origination of such borrower’s mortgage loan (including a borrower who was in reserve status and is called to active duty after origination of the mortgage loan), upon notification by such borrower, will not be charged interest, including fees and charges, in excess of 6%per annum during the period of such borrower’s active duty status. In addition to adjusting the interest, the lender must forgive any such interest in excess of 6% unless a court or administrative agency orders otherwise upon application of the lender. The Relief Act applies to individuals who are members of the Army, Navy, Air Force, Marines, National Guard, Reserves, Coast Guard and officers of the U.S. Public Health Service or the National Oceanic and Atmospheric Administration assigned to duty with the military. Because the Relief Act applies to individuals who enter military service (including reservists who are called to active duty) after origination of the related mortgage loan, no information can be provided as to the number of loans with individuals as borrowers that may be affected by the Relief Act. Application of the Relief Act would adversely affect, for an indeterminate period of time, the ability of a master servicer or special servicer to collect full amounts of interest on certain of the mortgage loans. Any shortfalls in interest collections resulting from the application of the Relief Act would result in a reduction of the amounts distributable to the holders of certificates, and would not be covered by advances or, any form of credit support provided in connection with the certificates. In addition, the Relief Act imposes limitations that would impair the ability of a lender to foreclose on an affected mortgage loan during the borrower’s period of active duty status, and, under certain circumstances, during an additional three-month period thereafter.

Anti-Money Laundering, Economic Sanctions and Bribery

Many jurisdictions have adopted wide-ranging anti-money laundering, economic and trade sanctions, and anti-corruption and anti-bribery laws, and regulations (collectively, the

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“Requirements”). Any of the depositor, the issuing entity, the underwriters or other party to the PSA could be requested or required to obtain certain assurances from prospective investors intending to purchase certificates and to retain such information or to disclose information pertaining to them to governmental, regulatory or other authorities or to financial intermediaries or engage in due diligence or take other related actions in the future. Failure to honor any request by the depositor, the issuing entity, the underwriters or other party to the PSA to provide requested information or take such other actions as may be necessary or advisable for the depositor, the issuing entity, the underwriters or other party to the PSA to comply with any Requirements, related legal process or appropriate requests (whether formal or informal) may result in, among other things, a forced sale to another investor of such investor’s certificates. In addition, it is expected that each of the depositor, the issuing entity, the underwriters and the other parties to the PSA will comply with the U.S. Bank Secrecy Act, U.S. Bank Secrecy Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (also known as the “Patriot Act”) and any other anti-money laundering and anti-terrorism, economic and trade sanctions, and anti-corruption or anti-bribery laws, and regulations of the United States and other countries, and will disclose any information required or requested by authorities in connection with such compliance.

Potential Forfeiture of Assets

Federal law provides that assets (including property purchased or improved with assets) derived from criminal activity or otherwise tainted, or used in the commission of certain offenses, is subject to the blocking requirements of economic sanctions laws and regulations, and can be blocked and/or seized and ordered forfeited to the United States of America. The offenses that can trigger such a blocking and/or seizure and forfeiture include, among others, violations of the Racketeer Influenced and Corrupt Organizations Act, the U.S. Bank Secrecy Act, the anti-money laundering, anti-terrorism, economic sanctions, and anti-bribery laws and regulations, including the Patriot Act and the regulations issued pursuant to that act, as well as the narcotic drug laws. In many instances, the United States may seize the property even before a conviction occurs.

In the event of a forfeiture proceeding, a lender may be able to establish its interest in the property by proving that (a) its mortgage was executed and recorded before the commission of the illegal conduct from which the assets used to purchase or improve the property were derived or before the commission of any other crime upon which the forfeiture is based, or (b) the lender, at the time of the execution of the mortgage, “did not know or was reasonably without cause to believe that the property was subject to forfeiture”. However, there is no assurance that such a defense will be successful.

Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties

MSMCH and its affiliates are playing several roles in this transaction. MSMCH, a mortgage loan seller, a sponsor, the retaining sponsor and the anticipated initial risk retention consultation party, is an affiliate of Morgan Stanley Capital I Inc., the depositor, and Morgan Stanley & Co. LLC, one of the underwriters, and Morgan Stanley Bank, an originator, and the holder of a portion of the RR Interest.

Wells Fargo Bank and its affiliates are playing several roles in this transaction. Wells Fargo Bank, a mortgage loan seller, a sponsor, an originator, the holder of a portion of the RR Interest and the holder of one or more of the companion loans related to the Apple Campus 3 Whole Loan, the One Dulles Tower Whole Loan, the Airport Business Center

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Whole Loan and the Northwest Hotel Portfolio Whole Loan, is also a master servicer, the certificate administrator and the custodian under this securitization, and is an affiliate of Wells Fargo Securities, LLC, one of the underwriters. In addition, Wells Fargo Bank (1) is the master servicer, the certificate administrator and the custodian under the GSMS 2018-GS9 PSA, which governs the servicing and administration of the Twelve Oaks Mall Whole Loan and (2) is the master servicer, the certificate administrator and the custodian under the BANK 2018-BNK10 PSA, which governs the servicing and administration of the Apple Campus 3 Whole Loan.

Wells Fargo Bank is the purchaser under a repurchase agreement with National Cooperative Bank, N.A. or with a wholly-owned subsidiary or other affiliate of National Cooperative Bank, N.A. for the purpose of providing short-term warehousing of mortgage loans originated or acquired by such mortgage loan seller and/or its respective affiliates.

In the case of the repurchase facility provided to National Cooperative Bank, N.A., for which that mortgage loan seller’s wholly-owned special purpose subsidiary is the primary obligor, Wells Fargo Bank has agreed to purchase mortgage loans from the subsidiary on a revolving basis and to serve as interim custodian of the loan files for the mortgage loans subject to such repurchase agreement. National Cooperative Bank, N.A. guarantees the performance by its wholly-owned subsidiary of certain obligations under the repurchase facility. None of the mortgage loans that will be sold by National Cooperative Bank, N.A. to the depositor in connection with this securitization transaction are subject to such repurchase facility or interim custodial arrangement.

Additionally, National Cooperative Bank, N.A. or a wholly-owned subsidiary or other affiliate is party to an interest rate hedging arrangement with Wells Fargo Bank with respect to some or all of the mortgage loans that National Cooperative Bank, N.A. will transfer to the depositor in connection with this securitization transaction. In each instance, those hedging arrangements will terminate in connection with the contribution of those mortgage loans to this securitization transaction.

Bank of America, a mortgage loan seller, a sponsor, an originator, the holder of a portion of the RR Interest and the holder of one of the Extra Space - TIAA Self Storage Portfolio Companion Loans, the North Bay Portfolio Companion Loan and one or more of The Gateway Companion Loans is also an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, one of the underwriters. A Bank of America affiliate is also the third largest commercial tenant at The Gateway Mortgaged Property.

National Cooperative Bank, N.A. is playing several roles in this transaction. National Cooperative Bank, N.A., a mortgage loan seller, a sponsor and an originator, is also a master servicer and a special servicer under this securitization. In addition, with respect to certain mortgage loans secured by residential cooperative properties, National Cooperative Bank, N.A. or an affiliate thereof may, now or in the future, be the lender with respect to one or more (1) loans to the related borrower that are secured, on a subordinated basis, by a mortgage lien upon a mortgaged property that also secures a mortgage loan included in the trust, (2) unsecured loans to the related borrower and/or (3) cooperative unit loans that are secured by direct equity interests in the related borrower. In addition, National Cooperative Bank, N.A. is a master servicer and a special servicer under the BANK 2018-BNK10 PSA, which governs the servicing and administration of the Apple Campus 3 Whole Loan, with respect to certain mortgage loans secured by residential cooperative properties in connection with that securitization transaction,provided,however, that National Cooperative Bank, N.A. does not act as the master servicer or the special servicer with respect to the Apple Campus 3 Whole Loan.

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Pursuant to certain interim servicing agreements between Wells Fargo Bank and MSMCH, a sponsor and a mortgage loan seller, or Wells Fargo Bank and certain affiliates of MSMCH, Wells Fargo Bank acts as primary servicer with respect to certain mortgage loans owned by MSMCH and such affiliates from time to time, including, prior to their inclusion in the trust fund, some or all of the MSMCH Mortgage Loans.

Pursuant to an interim servicing agreement between Wells Fargo Bank and Bank of America, each a sponsor, an originator and a mortgage loan seller, Wells Fargo Bank acts as primary servicer with respect to certain mortgage loans owned by Bank of America from time to time, including, prior to their inclusion in the trust fund, some or all of the Mortgage Loans that Bank of America will transfer to the depositor.

Wells Fargo Bank is the interim custodian of the loan files for all of the mortgage loans that Bank of America (except with respect to each Non-Serviced Mortgage Loan) and MSMCH will transfer to the depositor.

Midland assisted Eightfold Real Estate Capital Fund V, L.P. (or its affiliate) with due diligence relating to the Mortgage Loans to be included in the mortgage pool. Pursuant to an interim servicing agreement between Midland and MSMCH and/or certain of its affiliates, Midland acts as interim servicer with respect to certain mortgage loans unrelated to the Mortgage Loans.

Midland is also the master servicer under the CGCMT 2018-B2 PSA, which governs the servicing of the Extra Space - TIAA Self Storage Portfolio Whole Loan.

WTNA, the trustee, is also the trustee under the CGCMT 2018-B2 PSA, which governs the servicing of the Extra Space - TIAA Self Storage Portfolio Whole Loan.

Park Bridge Lender Services, the operating advisor and asset representations reviewer, is also the operating advisor and asset representations reviewer under the CGCMT 2018-B2 PSA, which governs the servicing of the Extra Space - TIAA Self Storage Portfolio Whole Loan.

See “Risk Factors—Risks Related to Conflicts of Interest—Potential Conflicts of Interest of the Master Servicers and the Special Servicers”, “—Potential Conflicts of Interest of the Asset Representations Reviewer”, “—Potential Conflicts of Interest of the Directing Certificateholder and the Companion Holders” and “—Risks Relating to the Mortgage Loans—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases—Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks”. For a description of certain other affiliations, relationships and related transactions, to the extent known and material, among the transaction parties, see the individual descriptions of the transaction parties under “Transaction Parties”.

Pending Legal Proceedings Involving Transaction Parties

While the sponsors have been involved in, and are currently involved in, certain litigation or potential litigation, including actions relating to repurchase claims, there are no legal proceedings pending, or any proceedings known to be contemplated by any governmental authorities, against the sponsors that are material to Certificateholders.

For a description of certain other material legal proceedings pending against the transaction parties, see the individual descriptions of the transaction parties under “Transaction Parties”.

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Use of Proceeds

Certain of the net proceeds from the sale of the Offered Certificates, together with the net proceeds from the sale of the other certificates not being offered by this prospectus, will be used by the depositor to purchase the mortgage loans from the mortgage loan sellers and to pay certain expenses in connection with the issuance of the certificates.

Yield and Maturity Considerations

Yield Considerations

General

The yield to maturity on the Offered Certificates will depend upon the price paid by the investors, the rate and timing of the distributions in reduction of the Certificate Balance or Notional Amount of the applicable class of Offered Certificates, the extent to which Yield Maintenance Charges and Prepayment Premiums allocated to the class of Offered Certificates are collected, and the rate, timing and severity of losses on the Mortgage Loans and the extent to which such losses are allocable in reduction of the Certificate Balance or Notional Amount of the class of Offered Certificates, as well as prevailing interest rates at the time of payment or loss realization.

Rate and Timing of Principal Payments

The rate and amount of distributions in reduction of the Certificate Balance of any class of Offered Certificates that are also Principal Balance Certificates and the yield to maturity of any class of Offered Certificates will be directly related to the rate of payments of principal (both scheduled and unscheduled) on the Mortgage Loans, as well as borrower defaults and the severity of losses occurring upon a default and the resulting rate and timing of collections made in connection with liquidations of Mortgage Loans due to these defaults. Principal payments on the Mortgage Loans will be affected by their amortization schedules, lockout periods, defeasance provisions, provisions relating to the release and/or application of earnout reserves, provisions requiring prepayments in connection with the release of real property collateral, requirements to pay Yield Maintenance Charges or Prepayment Premiums in connection with principal payments, the dates on which balloon payments are due, incentives for a borrower to repay an ARD Loan by the related Anticipated Repayment Date, property release provisions, provisions relating to the application or release of earnout reserves, and any extensions of maturity dates by the applicable master servicer or special servicer. While voluntary prepayments of some Mortgage Loans are generally prohibited during applicable prepayment lockout periods, effective prepayments may occur if a sufficiently significant portion of a mortgaged property is lost due to casualty or condemnation. In addition, such distributions in reduction of Certificate Balances of the respective classes of Offered Certificates that are also Principal Balance Certificates may result from repurchases of, or substitutions for, Mortgage Loans made by the sponsors due to missing or defective documentation or breaches of representations and warranties with respect to the Mortgage Loans as described under “Description of the Mortgage Loan Purchase Agreements” or purchases of the Mortgage Loans in the manner described under “Pooling and Servicing Agreement—Termination; Retirement of Certificates”, and the exercise of purchase options by the holder of a Serviced Subordinate Companion Loan or a mezzanine loan, if any. See “Description of the Mortgage Pool—The Whole Loans”. To the extent a Mortgage Loan requires payment of a Yield Maintenance Charge or Prepayment Premium in connection with a voluntary prepayment, any such Yield Maintenance Charge or Prepayment Premium generally is not due in connection with a prepayment due to casualty

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or condemnation, is not included in the purchase price of a Mortgage Loan purchased or repurchased due to a breach of a representation or warranty or otherwise, and may not be enforceable or collectible upon a default.

Because the certificates with Notional Amounts are not entitled to distributions of principal, the yield on such certificates will be extremely sensitive to prepayments received in respect of the Mortgage Loans allocated to the Non-Retained Certificates to the extent distributed to reduce the related Notional Amount of the applicable class of certificates. In addition, although the borrower under an ARD Loan may have certain incentives to prepay such ARD Loan on its Anticipated Repayment Date, we cannot assure you that the borrower will be able to prepay such ARD Loan on its related Anticipated Repayment Date. The failure of the borrower to prepay an ARD Loan on its Anticipated Repayment Date will not be an event of default under the terms of such ARD Loan, and pursuant to the terms of the PSA, neither the master servicers nor the special servicers will be permitted to take any enforcement action with respect to the borrower’s failure to pay Excess Interest until the scheduled maturity of such ARD Loan;provided that any master servicer or special servicer, as the case may be, may take action to enforce the issuing entity’s right to apply excess cash flow to principal in accordance with the terms of the respective ARD Loan documents. With respect to the Class A-SB certificates, the extent to which the planned balances are achieved and the sensitivity of the Class A-SB certificates to principal prepayments on the mortgage loans allocated to the Non-Retained Certificates will depend in part on the period of time during which the Class A-1, Class A-2 and Class A-3 certificates remain outstanding. As such, the Class A-SB certificates will become more sensitive to the rate of prepayments on the mortgage loans allocated to the Non-Retained Certificates than they were when the Class A-1, Class A-2 and Class A-3 certificates were outstanding.

The extent to which the yield to maturity of any class of Offered Certificates may vary from the anticipated yield will depend upon the degree to which the certificates are purchased at a discount or premium and when, and to what degree, payments of principal on the Mortgage Loans are in turn distributed on the certificates or, in the case of the Class X Certificates, applied to reduce their Notional Amounts. An investor should consider, in the case of any certificate (other than a certificate with a Notional Amount) purchased at a discount, the risk that a slower than anticipated rate of principal payments on the Mortgage Loans allocated to the Non-Retained Certificates could result in an actual yield to such investor that is lower than the anticipated yield and, in the case of any certificate purchased at a premium (including certificates with Notional Amounts), the risk that a faster than anticipated rate of principal payments could result in an actual yield to such investor that is lower than the anticipated yield. In general, the earlier a payment of principal on the Mortgage Loans is distributed or otherwise results in reduction of the Certificate Balance of a certificate purchased at a discount or premium, the greater will be the effect on an investor’s yield to maturity. As a result, the effect on an investor’s yield of principal payments distributed on an investor’s certificates occurring at a rate higher (or lower) than the rate anticipated by the investor during any particular period would not be fully offset by a subsequent like reduction (or increase) in the rate of principal payments.

The yield on each of the classes of certificates that have a Pass-Through Rate equal to, limited by, or based on, the WAC Rate could (or in the case of any class of certificates with a Pass-Through Rate equal to, or based on, the WAC Rate, would) be adversely affected if Mortgage Loans with higher Mortgage Rates prepay faster than Mortgage Loans with lower Mortgage Rates. The Pass-Through Rates on these classes of certificates may be adversely affected by a decrease in the WAC Rate even if principal prepayments do not occur.

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Losses and Shortfalls

The Certificate Balance or Notional Amount of any class of Offered Certificates may be reduced without distributions of principal as a result of the occurrence and allocation of Realized Losses, reducing the maximum amount distributable in respect of principal on the Offered Certificates that are Principal Balance Certificates as well as the amount of interest that would have otherwise been payable on the Offered Certificates in the absence of such reduction. In general, a Realized Loss occurs when the principal balance of a Mortgage Loan is reduced without a ratable distribution (based on the allocation of amounts among the Non-Retained Certificates, on the one hand, and the RR Interest, on the other hand) to applicable Certificateholders in reduction of the Certificate Balances of the certificates. Realized Losses may occur in connection with a default on a Mortgage Loan, acceptance of a discounted pay-off, the liquidation of the related Mortgaged Properties, a reduction in the principal balance of a Mortgage Loan by a bankruptcy court or pursuant to a modification, a recovery by the applicable master servicer or trustee of a Nonrecoverable Advance on a Distribution Date or the incurrence of certain unanticipated or default-related costs and expenses (such as interest on Advances, Workout Fees, Liquidation Fees and Special Servicing Fees). Any reduction of the Certificate Balances of the classes of certificates indicated in the table below as a result of the application of Realized Losses will also reduce the Notional Amount of the related certificates.

Interest-Only Class of Certificates	Underlying Classes
Class X-A	Class A-1, Class A-SB, Class A-2 and Class A-3 certificates
Class X-B	Class A-S and Class B certificates

Certificateholders are not entitled to receive distributions of Periodic Payments when due except to the extent they are either covered by a P&I Advance or actually received. Consequently, any defaulted Periodic Payment for which no such P&I Advance is made will tend to extend the weighted average lives of the Offered Certificates, whether or not a permitted extension of the due date of the related Mortgage Loan has been completed.

Certain Relevant Factors Affecting Loan Payments and Defaults

The rate and timing of principal payments and defaults and the severity of losses on the Mortgage Loans may be affected by a number of factors, including, without limitation, the availability of credit for commercial or multifamily real estate, prevailing interest rates, the terms of the Mortgage Loans (for example, due-on-sale clauses, lockout periods or Yield Maintenance Charges, release of property provisions, amortization terms that require balloon payments and incentives for a borrower to repay its mortgage loan by an anticipated repayment date), the demographics and relative economic vitality of the areas in which the Mortgaged Properties are located and the general supply and demand for rental properties in those areas, the quality of management of the Mortgaged Properties, the servicing of the Mortgage Loans, possible changes in tax laws and other opportunities for investment. See “Risk Factors” and “Description of the Mortgage Pool”.

The rate of prepayment on the pool of Mortgage Loans is likely to be affected by prevailing market interest rates for Mortgage Loans of a comparable type, term and risk level as the Mortgage Loans. When the prevailing market interest rate is below a mortgage interest rate, a borrower may have an increased incentive to refinance its Mortgage Loan. Although the Mortgage Loans contain provisions designed to mitigate the likelihood of an early loan repayment, we cannot assure you that the related borrowers will refrain from prepaying their Mortgage Loans due to the existence of these provisions, or that involuntary

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prepayments will not occur. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans”.

With respect to certain Mortgage Loans, the related Mortgage Loan documents allow for the sale of individual properties and the severance of the related debt and the assumption by the transferee of such portion of the Mortgage Loan as-is allocable to the individual property acquired by that transferee, subject to the satisfaction of certain conditions. In addition, with respect to certain Mortgage Loans, the related Mortgage Loan documents allow for partial releases of individual Mortgaged Properties during a lockout period or during such time as a Yield Maintenance Charge would otherwise be payable, which could result in a prepayment of a portion of the initial principal balance of the related Mortgage Loan without payment of a Yield Maintenance Charge or Prepayment Premium. Additionally, in the case of a partial release of an individual Mortgaged Property, the related release amount in many cases is greater than the allocated loan amount for the Mortgaged Property being released, which would result in a greater than proportionate paydown of the Mortgage Loan. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans— Releases; Partial Releases”.

Depending on prevailing market interest rates, the outlook for market interest rates and economic conditions generally, some borrowers may sell Mortgaged Properties in order to realize their equity in the Mortgaged Property, to meet cash flow needs or to make other investments. In addition, some borrowers may be motivated by federal and state tax laws (which are subject to change) to sell Mortgaged Properties prior to the exhaustion of tax depreciation benefits.

We make no representation as to the particular factors that will affect the rate and timing of prepayments and defaults on the Mortgage Loans, as to the relative importance of those factors, as to the percentage of the principal balance of the Mortgage Loans that will be prepaid or as to which a default will have occurred as of any date or as to the overall rate of prepayment or default on the Mortgage Loans.

Delay in Payment of Distributions

Because each monthly distribution is made on each Distribution Date, which is at least 15 days after the end of the related Interest Accrual Period for the certificates, the effective yield to the holders of such certificates will be lower than the yield that would otherwise be produced by the applicable Pass-Through Rates and purchase prices (assuming the prices did not account for the delay).

Yield on the Certificates with Notional Amounts

The yield to maturity of the certificates with a Notional Amount will be highly sensitive to the rate and timing of reductions made to the Certificate Balances of the classes of certificates indicated in the table below, including by reason of prepayments and principal losses on the Mortgage Loans allocated to the Non-Retained Certificates and other factors described above.

Interest-Only Class of Certificates	Underlying Classes
Class X-A	Class A-1, Class A-SB, Class A-2 and Class A-3 certificates
Class X-B	Class A-S and Class B certificates

Any optional termination by the holders of the Controlling Class, either special servicer, either master servicer or the holders of the Class R certificates would result in prepayment

540

in full of the Offered Certificates and would have an adverse effect on the yield of a class of the certificates with a Notional Amount because a termination would have an effect similar to a principal prepayment in full of the Mortgage Loans and, as a result, investors in these certificates and any other Offered Certificates purchased at premium might not fully recoup their initial investment. See “Pooling and Servicing Agreement—Termination; Retirement of Certificates”.

Investors in the certificates with a Notional Amount should fully consider the associated risks, including the risk that an extremely rapid rate of prepayment or other liquidation of the Mortgage Loans could result in the failure of such investors to recoup fully their initial investments.

Weighted Average Life

The weighted average life of a Principal Balance Certificate refers to the average amount of time that will elapse from the date of its issuance until each dollar to be applied in reduction of the aggregate certificate balance of those certificates is paid to the related investor. The weighted average life of a Principal Balance Certificate will be influenced by, among other things, the rate at which principal on the Mortgage Loans is paid or otherwise received, which may be in the form of scheduled amortization, voluntary prepayments, Insurance and Condemnation Proceeds and Liquidation Proceeds. Distributions among the various classes of certificates will be made as set forth under “Description of the Certificates—Distributions—Priority of Distributions” and “Credit Risk Retention—RR Interest—Priority of Distributions”.

Prepayments on Mortgage Loans may be measured by a prepayment standard or model. The “Constant Prepayment Rate” or “CPR” model represents an assumed constant annual rate of prepayment (or, with respect to any Serviced A/B Whole Loan, allocation of principal payments to the related Mortgage Loan) each month, expressed as aper annum percentage of the then-scheduled principal balance of the pool of Mortgage Loans. The “CPY” model represents an assumed CPR prepayment rate after any applicable lockout period, any applicable period in which defeasance is permitted and any applicable yield maintenance period. The depositor also may utilize the “CPP” model, which represents an assumed CPR prepayment rate after any applicable lockout period, any applicable period in which defeasance is permitted, any applicable yield maintenance period and after any fixed penalty period. The model used in this prospectus is the CPP model. As used in each of the following tables, the column headed “0% CPP” assumes that none of the Mortgage Loans is prepaid before its maturity date or Anticipated Repayment Date, as the case may be. The columns headed “25% CPP”, “50% CPP”, “75% CPP” and “100% CPP” assume that prepayments on the Mortgage Loans (or, with respect to any Serviced A/B Whole Loan, principal payments are allocated to the related Mortgage Loan) are made at those levels of CPP. We cannot assure you, however, that prepayments of the Mortgage Loans will conform to any level of CPP, and we make no representation that the Mortgage Loans will prepay (or, with respect to any Serviced A/B Whole Loan, principal payments will be allocated) at the levels of CPP shown or at any other prepayment rate.

The following tables indicate the percentage of the initial Certificate Balance (or, in the case of the Class A-2 and Class A-3 Certificates, the percentage of the related potential maximum and minimum initial Certificate Balances, respectively) of each class of the Offered Certificates that are also Principal Balance Certificates that would be outstanding after each of the dates shown at various CPPs and the corresponding weighted average life of each such class of Offered Certificates. The tables have been prepared on the basis of the following assumptions (the “Structuring Assumptions”), among others:

541

● except as otherwise set forth below, the Mortgage Loans have the characteristics set forth on Annex A-1 and the aggregate Cut-off Date Balance of the Mortgage Loans is as described in this prospectus;

● the initial aggregate certificate balance or notional amount, as the case may be, of each interest-bearing class of certificates is as described in this prospectus;

● the pass-through rate for each interest-bearing class of certificates is as described in this prospectus;

● no delinquencies, defaults or losses occur with respect to any of the Mortgage Loans;

● no additional trust fund expenses (including Operating Advisor Expenses) arise, no Servicing Advances are made under the PSA and the only expenses of the issuing entity consist of the Certificate Administrator/Trustee Fees, the Servicing Fees, the CREFC^® Intellectual Property Royalty License Fees, the Asset Representations Reviewer Fees and the Operating Advisor fees, each as set forth on Annex A-1;

● there are no modifications, extensions, waivers or amendments affecting the monthly debt service payments by borrowers on the Mortgage Loans;

● each of the Mortgage Loans provides for monthly debt service payments to be due on the first day of each month, regardless of the actual day of the month on which those payments are otherwise due and regardless of whether the subject date is a business day or not;

● all monthly debt service or balloon payments on the Mortgage Loans are timely received by the applicable master servicer on behalf of the issuing entity on the day on which they are assumed to be due or paid as described in the immediately preceding bullet;

● each ARD Loan in the trust fund is paid in full on its Anticipated Repayment Date;

● no involuntary prepayments are received as to any Mortgage Loan at any time (including, without limitation, as a result of any application of escrows, reserve or holdback amounts if performance criteria are not satisfied);

● except as described in the next two succeeding bullets, no voluntary prepayments are received as to any Mortgage Loan during that Mortgage Loan’s prepayment lockout period, any period when defeasance is permitted, or during any period when principal prepayments on that Mortgage Loan are required to be accompanied by a Prepayment Premium or Yield Maintenance Charge;

● except as otherwise assumed in the immediately preceding two bullets, prepayments are made on each of the Mortgage Loans at the indicated CPPs set forth in the subject tables or other relevant part of this prospectus, without regard to any limitations in those Mortgage Loans on partial voluntary principal prepayments;

● all prepayments on the Mortgage Loans are assumed to be accompanied by a full month’s interest and no Prepayment Interest Shortfalls occur;

● no Yield Maintenance Charges or Prepayment Premiums are collected;

542

● no person or entity entitled thereto exercises its right of optional termination as described in this prospectus;

● no Mortgage Loan is required to be repurchased, and none of the holders of the Controlling Class (or any other Certificateholder), any special servicer, any master servicer or the holders of the Class R certificates will exercise its option to purchase all the Mortgage Loans and thereby cause an early termination of the issuing entity and no holder of any Subordinate Companion Loan, mezzanine debt or other indebtedness will exercise its option to purchase the related Mortgage Loan;

● distributions on the Offered Certificates are made on the 15th day of each month, commencing in May 2018;

● the Offered Certificates are settled with investors on April 26, 2018; and

● the Twelve Oaks Mall Mortgage Loan, representing approximately 9.7% of the Initial Pool Balance, amortizes based on the assumed principal payment schedule set forth on Annex A-4.

To the extent that the Mortgage Loans have characteristics that differ from those assumed in preparing the tables set forth below, a class of the Offered Certificates that are also Principal Balance Certificates may mature earlier or later than indicated by the tables. The tables set forth below are for illustrative purposes only and it is highly unlikely that the Mortgage Loans will actually prepay at any constant rate until maturity or that all the Mortgage Loans will prepay at the same rate. In addition, variations in the actual prepayment experience and the balance of the Mortgage Loans that prepay may increase or decrease the percentages of initial Certificate Balances (and weighted average lives) shown in the following tables. These variations may occur even if the average prepayment experience of the Mortgage Loans were to equal any of the specified CPP percentages. Investors should not rely on the prepayment assumptions set forth in this prospectus and are urged to conduct their own analyses of the rates at which the Mortgage Loans may be expected to prepay, based on their own assumptions. Based on the foregoing assumptions, the following tables indicate the resulting weighted average lives of each class of Offered Certificates and set forth the percentage of the initial Certificate Balance of the class of the certificate that would be outstanding after each of the dates shown at the indicated CPPs.

Percent of the Initial Certificate Balance
of the Class A-1 Certificates at the Respective CPPs
Set Forth Below:

Distribution Date	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
Closing Date	100%	100%	100%	100%	100%
April 2019	84%	84%	84%	84%	84%
April 2020	68%	68%	68%	68%	68%
April 2021	48%	48%	48%	48%	48%
April 2022	24%	24%	24%	24%	24%
April 2023 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	2.76	2.76	2.76	2.76	2.76

543

Percent of the Initial Certificate Balance
of the Class A-SB Certificates at the Respective CPPs
Set Forth Below:

Distribution Date	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
Closing Date	100%	100%	100%	100%	100%
April 2019	100%	100%	100%	100%	100%
April 2020	100%	100%	100%	100%	100%
April 2021	100%	100%	100%	100%	100%
April 2022	100%	100%	100%	100%	100%
April 2023	100%	100%	100%	100%	100%
April 2024	81%	81%	81%	81%	81%
April 2025	61%	61%	61%	61%	61%
April 2026	39%	39%	39%	39%	39%
April 2027	17%	17%	17%	17%	17%
April 2028 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	7.47	7.47	7.47	7.47	7.47

Percent of the Initial Certificate Balance
of the Class A-2 Certificates at the Respective CPPs
Set Forth Below:

Distribution Date	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
Closing Date	100%	100%	100%	100%	100%
April 2019	100%	100%	100%	100%	100%
April 2020	100%	100%	100%	100%	100%
April 2021	100%	100%	100%	100%	100%
April 2022	100%	100%	100%	100%	100%
April 2023	100%	100%	100%	100%	100%
April 2024	100%	100%	100%	100%	100%
April 2025	100%	100%	100%	100%	100%
April 2026	100%	100%	100%	100%	100%
April 2027	100%	100%	100%	100%	100%
April 2028 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	9.81	9.75	9.69	9.61	9.37

Percent of the Initial Certificate Balance
of the Class A-3 Certificates at the Respective CPPs
Set Forth Below:

Distribution Date	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
Closing Date	100%	100%	100%	100%	100%
April 2019	100%	100%	100%	100%	100%
April 2020	100%	100%	100%	100%	100%
April 2021	100%	100%	100%	100%	100%
April 2022	100%	100%	100%	100%	100%
April 2023	100%	100%	100%	100%	100%
April 2024	100%	100%	100%	100%	100%
April 2025	100%	100%	100%	100%	100%
April 2026	100%	100%	100%	100%	100%
April 2027	100%	100%	100%	100%	100%
April 2028 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	9.89	9.89	9.88	9.85	9.61

544

Percent of the Initial Certificate Balance
of the Class A-S Certificates at the Respective CPPs
Set Forth Below:

Distribution Date	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
Closing Date	100%	100%	100%	100%	100%
April 2019	100%	100%	100%	100%	100%
April 2020	100%	100%	100%	100%	100%
April 2021	100%	100%	100%	100%	100%
April 2022	100%	100%	100%	100%	100%
April 2023	100%	100%	100%	100%	100%
April 2024	100%	100%	100%	100%	100%
April 2025	100%	100%	100%	100%	100%
April 2026	100%	100%	100%	100%	100%
April 2027	100%	100%	100%	100%	100%
April 2028 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	9.97	9.97	9.92	9.89	9.64

Percent of the Initial Certificate Balance
of the Class B Certificates at the Respective CPPs
Set Forth Below:

Distribution Date	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
Closing Date	100%	100%	100%	100%	100%
April 2019	100%	100%	100%	100%	100%
April 2020	100%	100%	100%	100%	100%
April 2021	100%	100%	100%	100%	100%
April 2022	100%	100%	100%	100%	100%
April 2023	100%	100%	100%	100%	100%
April 2024	100%	100%	100%	100%	100%
April 2025	100%	100%	100%	100%	100%
April 2026	100%	100%	100%	100%	100%
April 2027	100%	100%	100%	100%	100%
April 2028 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	9.97	9.97	9.97	9.94	9.64

Percent of the Initial Certificate Balance
of the Class C Certificates at the Respective CPPs
Set Forth Below:

Distribution Date	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
Closing Date	100%	100%	100%	100%	100%
April 2019	100%	100%	100%	100%	100%
April 2020	100%	100%	100%	100%	100%
April 2021	100%	100%	100%	100%	100%
April 2022	100%	100%	100%	100%	100%
April 2023	100%	100%	100%	100%	100%
April 2024	100%	100%	100%	100%	100%
April 2025	100%	100%	100%	100%	100%
April 2026	100%	100%	100%	100%	100%
April 2027	100%	100%	100%	100%	100%
April 2028 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	9.97	9.97	9.97	9.97	9.69

545

Pre-Tax Yield to Maturity Tables

The following tables indicate the approximate pre-tax yield to maturity on a corporate bond equivalent basis on the Offered Certificates for the specified CPPs based on the assumptions set forth under “—Weighted Average Life” above. It was further assumed that the purchase price of the Offered Certificates is as specified in the tables below, expressed as a percentage of the initial Certificate Balance or Notional Amount, as applicable, plus accrued interest from April 1, 2018 to the Closing Date.

The yields set forth in the following tables were calculated by determining the monthly discount rates that, when applied to the assumed streams of cash flows to be paid on the applicable class of Offered Certificates, would cause the discounted present value of such assumed stream of cash flows to equal the assumed purchase price of such class plus accrued interest, and by converting such monthly rates to semi-annual corporate bond equivalent rates. Such calculations do not take into account shortfalls in collection of interest due to prepayments (or other liquidations) of the Mortgage Loans or the interest rates at which investors may be able to reinvest funds received by them as distributions on the applicable class of certificates (and, accordingly, do not purport to reflect the return on any investment in the applicable class of Offered Certificates when such reinvestment rates are considered).

The characteristics of the Mortgage Loans may differ from those assumed in preparing the tables below. In addition, we cannot assure you that the Mortgage Loans will prepay in accordance with the above assumptions (or, with respect to any Serviced A/B Whole Loan, amounts will be allocated to the related Mortgage Loan in accordance with the above assumptions) at any of the rates shown in the tables or at any other particular rate, that the cash flows on the applicable class of Offered Certificates will correspond to the cash flows shown in this prospectus or that the aggregate purchase price of such class of Offered Certificates will be as assumed. In addition, it is unlikely that the Mortgage Loans will prepay in accordance with the above assumptions at any of the specified CPPs until maturity or that all the Mortgage Loans will so prepay at the same rate. Timing of changes in the rate of prepayments may significantly affect the actual yield to maturity to investors, even if the average rate of principal prepayments is consistent with the expectations of investors. Investors must make their own decisions as to the appropriate prepayment assumption to be used in deciding whether to purchase any class of Offered Certificates.

For purposes of this prospectus, prepayment assumptions with respect to the Mortgage Loans are presented in terms of the CPP model described under “—Weighted Average Life” above.

546

Pre-Tax Yield to Maturity for the Class A-1 Certificates

Assumed Purchase Price (% of Initial Certificate Balance of Class A-1 certificates (excluding accrued interest))	Prepayment Assumption (CPP)
	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
95.00000%	4.944%	4.944%	4.944%	4.944%	4.944%
96.00000%	4.530%	4.530%	4.530%	4.530%	4.530%
97.00000%	4.122%	4.122%	4.122%	4.122%	4.122%
98.00000%	3.721%	3.721%	3.721%	3.721%	3.721%
99.00000%	3.326%	3.326%	3.326%	3.326%	3.326%
100.00000%	2.937%	2.937%	2.937%	2.937%	2.937%
101.00000%	2.553%	2.553%	2.553%	2.553%	2.553%
102.00000%	2.175%	2.175%	2.175%	2.175%	2.175%
103.00000%	1.803%	1.803%	1.803%	1.803%	1.803%
104.00000%	1.436%	1.436%	1.436%	1.436%	1.436%
105.00000%	1.074%	1.074%	1.074%	1.074%	1.074%

Pre-Tax Yield to Maturity for the Class A-SB Certificates

Assumed Purchase Price (% of Initial Certificate Balance of Class A-SB certificates (excluding accrued interest))	Prepayment Assumption (CPP)
	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
98.00000%	4.339%	4.339%	4.339%	4.339%	4.339%
99.00000%	4.178%	4.178%	4.178%	4.178%	4.178%
100.00000%	4.019%	4.019%	4.019%	4.019%	4.019%
101.00000%	3.862%	3.862%	3.862%	3.862%	3.862%
102.00000%	3.707%	3.707%	3.707%	3.707%	3.706%
103.00000%	3.553%	3.553%	3.553%	3.553%	3.553%
104.00000%	3.401%	3.401%	3.401%	3.401%	3.401%
105.00000%	3.251%	3.251%	3.251%	3.251%	3.251%
106.00000%	3.103%	3.103%	3.103%	3.103%	3.103%
107.00000%	2.957%	2.957%	2.957%	2.957%	2.957%
108.00000%	2.812%	2.812%	2.812%	2.812%	2.812%

Pre-Tax Yield to Maturity for the Class A-2 Certificates

Assumed Purchase Price (% of Initial Certificate Balance of Class A-2 certificates (excluding accrued interest))	Prepayment Assumption (CPP)
	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
96.00000%	4.304%	4.306%	4.309%	4.312%	4.322%
97.00000%	4.174%	4.176%	4.178%	4.180%	4.188%
98.00000%	4.047%	4.048%	4.049%	4.051%	4.055%
99.00000%	3.920%	3.921%	3.921%	3.922%	3.924%
100.00000%	3.796%	3.796%	3.795%	3.795%	3.795%
101.00000%	3.672%	3.672%	3.671%	3.670%	3.667%
102.00000%	3.551%	3.549%	3.548%	3.546%	3.541%
103.00000%	3.430%	3.428%	3.426%	3.424%	3.416%
104.00000%	3.311%	3.309%	3.306%	3.303%	3.292%
105.00000%	3.194%	3.191%	3.187%	3.183%	3.170%
106.00000%	3.077%	3.074%	3.070%	3.065%	3.049%

547

Pre-Tax Yield to Maturity for the Class A-3 Certificates

Assumed Purchase Price (% of Initial Certificate Balance of Class A-3 certificates (excluding accrued interest))	Prepayment Assumption (CPP)
	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
98.00000%	4.313%	4.313%	4.313%	4.314%	4.319%
99.00000%	4.186%	4.186%	4.186%	4.186%	4.189%
100.00000%	4.061%	4.061%	4.061%	4.061%	4.060%
101.00000%	3.937%	3.937%	3.936%	3.936%	3.933%
102.00000%	3.814%	3.814%	3.814%	3.813%	3.808%
103.00000%	3.693%	3.693%	3.693%	3.692%	3.684%
104.00000%	3.573%	3.573%	3.573%	3.572%	3.561%
105.00000%	3.455%	3.455%	3.454%	3.453%	3.440%
106.00000%	3.338%	3.338%	3.337%	3.336%	3.320%
107.00000%	3.222%	3.222%	3.221%	3.219%	3.202%
108.00000%	3.108%	3.107%	3.107%	3.105%	3.085%

Pre-Tax Yield to Maturity for the Class X-A Certificates

Assumed Purchase Price (% of Initial Notional Amount of Class X-A certificates (excluding accrued interest))	Prepayment Assumption (CPP)
	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
3.50000%	7.864%	7.814%	7.761%	7.687%	7.346%
3.60000%	7.167%	7.116%	7.062%	6.987%	6.638%
3.70000%	6.500%	6.448%	6.393%	6.316%	5.960%
3.80000%	5.861%	5.807%	5.751%	5.672%	5.309%
3.90000%	5.246%	5.192%	5.135%	5.054%	4.684%
4.00000%	4.655%	4.600%	4.542%	4.460%	4.083%
4.10000%	4.087%	4.030%	3.971%	3.888%	3.504%
4.20000%	3.539%	3.481%	3.421%	3.337%	2.946%
4.30000%	3.010%	2.952%	2.890%	2.804%	2.408%
4.40000%	2.499%	2.440%	2.378%	2.291%	1.888%
4.50000%	2.005%	1.945%	1.882%	1.794%	1.385%

Pre-Tax Yield to Maturity for the Class X-B Certificates

Assumed Purchase Price (% of Initial Notional Amount of Class X-B certificates (excluding accrued interest))	Prepayment Assumption (CPP)
	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
0.25000%	39.808%	39.822%	39.783%	39.766%	39.696%
0.35000%	25.889%	25.913%	25.843%	25.812%	25.682%
0.45000%	17.705%	17.737%	17.642%	17.597%	17.417%
0.55000%	12.117%	12.156%	12.040%	11.985%	11.761%
0.65000%	7.959%	8.003%	7.869%	7.805%	7.546%
0.75000%	4.687%	4.735%	4.587%	4.515%	4.225%
0.85000%	2.012%	2.063%	1.903%	1.824%	1.508%
0.95000%	-0.238%	-0.184%	-0.355%	-0.440%	-0.779%
1.05000%	-2.172%	-2.115%	-2.296%	-2.386%	-2.746%
1.15000%	-3.862%	-3.803%	-3.992%	-4.087%	-4.466%
1.25000%	-5.359%	-5.298%	-5.495%	-5.594%	-5.990%

548

Pre-Tax Yield to Maturity for the Class A-S Certificates

Assumed Purchase Price (% of Initial Certificate Balance of Class A-S certificates (excluding accrued interest))	Prepayment Assumption (CPP)
	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
98.00000%	4.537%	4.537%	4.538%	4.538%	4.543%
99.00000%	4.409%	4.409%	4.410%	4.410%	4.412%
100.00000%	4.283%	4.283%	4.283%	4.283%	4.283%
101.00000%	4.159%	4.159%	4.158%	4.158%	4.155%
102.00000%	4.036%	4.036%	4.035%	4.034%	4.028%
103.00000%	3.914%	3.914%	3.913%	3.911%	3.903%
104.00000%	3.794%	3.794%	3.792%	3.790%	3.780%
105.00000%	3.675%	3.675%	3.672%	3.671%	3.657%
106.00000%	3.557%	3.557%	3.554%	3.552%	3.537%
107.00000%	3.441%	3.441%	3.438%	3.435%	3.417%
108.00000%	3.326%	3.326%	3.322%	3.320%	3.299%

Pre-Tax Yield to Maturity for the Class B Certificates

Assumed Purchase Price (% of Initial Certificate Balance of Class B certificates (excluding accrued interest))	Prepayment Assumption (CPP)
	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
98.00000%	4.691%	4.692%	4.692%	4.693%	4.699%
99.00000%	4.563%	4.563%	4.564%	4.564%	4.567%
100.00000%	4.436%	4.436%	4.437%	4.437%	4.437%
101.00000%	4.310%	4.311%	4.311%	4.311%	4.308%
102.00000%	4.186%	4.187%	4.187%	4.187%	4.180%
103.00000%	4.064%	4.064%	4.065%	4.064%	4.054%
104.00000%	3.943%	3.943%	3.944%	3.943%	3.930%
105.00000%	3.823%	3.823%	3.824%	3.823%	3.807%
106.00000%	3.705%	3.705%	3.706%	3.704%	3.685%
107.00000%	3.587%	3.588%	3.589%	3.587%	3.565%
108.00000%	3.472%	3.472%	3.473%	3.471%	3.446%

Pre-Tax Yield to Maturity for the Class C Certificates

Assumed Purchase Price (% of Initial Certificate Balance of Class C certificates (excluding accrued interest))	Prepayment Assumption (CPP)
	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
95.00000%	5.117%	5.118%	5.118%	5.119%	5.136%
96.00000%	4.983%	4.984%	4.985%	4.986%	4.999%
97.00000%	4.851%	4.852%	4.853%	4.854%	4.864%
98.00000%	4.721%	4.722%	4.722%	4.723%	4.730%
99.00000%	4.592%	4.593%	4.593%	4.595%	4.599%
100.00000%	4.465%	4.466%	4.466%	4.467%	4.469%
101.00000%	4.340%	4.340%	4.341%	4.342%	4.340%
102.00000%	4.215%	4.216%	4.216%	4.217%	4.213%
103.00000%	4.093%	4.093%	4.094%	4.095%	4.087%
104.00000%	3.971%	3.972%	3.972%	3.973%	3.963%
105.00000%	3.851%	3.852%	3.853%	3.854%	3.840%

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Material Federal Income Tax Considerations

General

The following is a general discussion of the anticipated material federal income tax consequences of the purchase, ownership and disposition of the certificates. The discussion below does not purport to address all federal income tax consequences that may be applicable to particular categories of investors (such as banks, insurance companies, securities dealers, foreign persons, investors whose functional currency is not the U.S. dollar, and investors that hold the certificates as part of a “straddle” or “conversion transaction”), some of which may be subject to special rules. The authorities on which this discussion is based are subject to change or different interpretations, and any such change or interpretation could apply retroactively. This discussion reflects the provisions of the Internal Revenue Code of 1986 (the “Code”), as well as regulations (the “REMIC Regulations”) promulgated by the U.S. Department of the Treasury and the IRS. Investors are encouraged to consult their tax advisors in determining the federal, state, local or any other tax consequences to them of the purchase, ownership and disposition of the certificates.

Two separate real estate mortgage investment conduit (“REMIC”) elections will be made with respect to designated portions of the issuing entity (the “Lower-Tier REMIC” and the “Upper-Tier REMIC”, and, together, the “Trust REMICs”). The Lower-Tier REMIC will hold the Mortgage Loans (excluding the entitlement to Excess Interest) and certain other assets and will issue (i) certain classes of uncertificated regular interests (the “Lower-Tier Regular Interests”) to the Upper-Tier REMIC and (ii) an uncertificated interest represented by the Class R certificates as the sole class of “residual interests” in the Lower-Tier REMIC.

The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will issue (i) the Class A-1, Class A-SB, Class A-2, Class A-3, Class X-A, Class X-B, Class X-D, Class X-E, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G certificates and the RR Interest (in the case of the RR Interest, excluding the right to receive Excess Interest) (the “Regular Interests”), each representing a regular interest in the Upper-Tier REMIC and (ii) an uncertificated interest represented by the Class R certificates as the sole class of “residual interests” in the Upper-Tier REMIC.

Qualification as a REMIC requires ongoing compliance with certain conditions. Assuming (i) the making of appropriate elections, (ii) compliance with the PSA and any Intercreditor Agreement, (iii) compliance with the provisions of any Non-Serviced PSA and any amendments thereto and the continued qualification of the REMICs formed under any Non-Serviced PSA and (iv) compliance with any changes in the law, including any amendments to the Code or applicable Treasury regulations thereunder, in the opinion of Sidley Austinllp, special tax counsel to the depositor, (a) each Trust REMIC will qualify as a REMIC, (b) each of the Lower-Tier Regular Interests will constitute a “regular interest” in the Lower-Tier REMIC, (c) each of the Regular Interests will constitute a “regular interest” in the Upper-Tier REMIC and (d) the Class R certificates will evidence the sole class of “residual interests” in each Trust REMIC.

In addition, in the opinion of Sidley Austinllp, special tax counsel to the depositor, the entitlement to the Excess Interest and the Excess Interest Distribution Account will be classified as a trust under section 301.7701-4 of the Treasury Regulations (the “Grantor Trust”), and the holders of the RR Interest and the Class V certificates will be treated as the owners of such assets under section 671 of the Code.

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Qualification as a REMIC

In order for each Trust REMIC to qualify as a REMIC, there must be ongoing compliance on the part of such Trust REMIC with the requirements set forth in the Code. Each Trust REMIC must fulfill an asset test, which requires that no more than ade minimis portion of the assets of such Trust REMIC, as of the close of the third calendar month beginning after the Closing Date (which for purposes of this discussion is the date of the issuance of the Regular Interests, the “Startup Day”) and at all times thereafter, may consist of assets other than “qualified mortgages” and “permitted investments”. The REMIC Regulations provide a safe harbor pursuant to which thede minimis requirements will be met if at all times the aggregate adjusted basis of the nonqualified assets is less than 1% of the aggregate adjusted basis of all such Trust REMIC’s assets. Each Trust REMIC also must provide “reasonable arrangements” to prevent its residual interest from being held by “disqualified organizations” or their agents and must furnish applicable tax information to transferors or agents that violate this restriction. The PSA will provide that no legal or beneficial interest in the Class R certificates may be transferred or registered unless certain conditions, designed to prevent violation of this restriction, are met. It is expected that each Trust REMIC will qualify as a REMIC at all times that any of its regular interests are outstanding.

A qualified mortgage is any obligation that is principally secured by an interest in real property and that is either transferred to a REMIC on the Startup Day or is purchased by a REMIC within a 3 month period thereafter pursuant to a fixed price contract in effect on the Startup Day. Qualified mortgages include (i) whole mortgage loans or split-note interests in such mortgage loans, such as the Mortgage Loans;provided that, in general, (a) the fair market value of the real property security (including buildings and structural components of the real property security) (reduced by (1) the amount of any lien on the real property security that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property security that is in parity with the Mortgage Loan) is at least 80% of the aggregate principal balance of such Mortgage Loan either at origination or as of the Startup Day (a loan-to-value ratio of not more than 125% with respect to the real property security) or (b) substantially all the proceeds of the Mortgage Loan were used to acquire, improve or protect an interest in real property that, at the date of origination, was the only security for the Mortgage Loan, and (ii) regular interests in another REMIC, such as the Lower-Tier Regular Interests that will be held by the Upper-Tier REMIC. If a Mortgage Loan was not in fact principally secured by real property or is otherwise not a qualified mortgage, it must be disposed of within 90 days of discovery of such defect, or otherwise ceases to be a qualified mortgage after such 90-day period.

Permitted investments include “cash flow investments”, “qualified reserve assets” and “foreclosure property”. A cash flow investment is an investment, earning a return in the nature of interest, of amounts received on or with respect to qualified mortgages for a temporary period, not exceeding 13 months, until the next scheduled distribution to holders of interests in the REMIC. A qualified reserve asset is any intangible property held for investment that is part of any reasonably required reserve maintained by the REMIC to provide for payments of expenses of the REMIC or amounts due on its regular or residual interests in the event of defaults (including delinquencies) on the qualified mortgages, lower than expected reinvestment returns, Prepayment Interest Shortfalls and certain other contingencies. The Trust REMICs will not hold any qualified reserve assets. Foreclosure property is real property acquired by a REMIC in connection with the default or imminent default of a qualified mortgage and maintained by the REMIC in compliance with applicable rules and personal property that is incidental to such real property;provided that the mortgage loan sellers had no knowledge or reason to know, as of the Startup Day, that such

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a default had occurred or would occur. Foreclosure property may generally not be held after the close of the third calendar year beginning after the date the issuing entity acquires such property, with one extension that may be granted by the IRS.

A mortgage loan held by a REMIC will fail to be a qualified mortgage if it is “significantly modified” unless default is “reasonably foreseeable” or where the servicer believes there is a “significant risk of default” upon maturity of the mortgage loan or at an earlier date, and that by making such modification the risk of default is substantially reduced. A mortgage loan held by a REMIC will not be considered to have been “significantly modified” following the release of the lien on a portion of the real property collateral if (a) the release is pursuant to a defeasance permitted under the Mortgage Loan documents that occurs more than two years after the startup day of the REMIC or (b) following the release the loan-to-value ratio for the mortgage loan is not more than 125% with respect to the real property security. Furthermore, if the release is not pursuant to a defeasance and following the release the loan-to-value ratio for the mortgage loan is greater than 125%, the mortgage loan will continue to be a qualified mortgage if the release is part of a “qualified paydown transaction” in accordance with Revenue Procedure 2010-30.

In addition to the foregoing requirements, the various interests in a REMIC also must meet certain requirements. All of the interests in a REMIC must be either of the following: (i) one or more classes of regular interests or (ii) a single class of residual interests on which distributions, if any, are madepro rata. A regular interest is an interest in a REMIC that is issued on the Startup Day with fixed terms, is designated as a regular interest, and unconditionally entitles the holder to receive a specified principal amount (or other similar amount), and provides that interest payments (or other similar amounts), if any, at or before maturity either are payable based on a fixed rate or a qualified variable rate, or consist of a specified, nonvarying portion of the interest payments on the qualified mortgages. The rate on the specified portion may be a fixed rate, a variable rate, or the difference between one fixed or qualified variable rate and another fixed or qualified variable rate. The specified principal amount of a regular interest that provides for interest payments consisting of a specified, nonvarying portion of interest payments on qualified mortgages may be zero. An interest in a REMIC may be treated as a regular interest even if payments of principal with respect to such interest are subordinated to payments on other regular interests or the residual interest in the REMIC, and are dependent on the absence of defaults or delinquencies on qualified mortgages or permitted investments, lower than reasonably expected returns on permitted investments, expenses incurred by the REMIC or Prepayment Interest Shortfalls. A residual interest is an interest in a REMIC other than a regular interest that is issued on the Startup Day that is designated as a residual interest. Accordingly, each of the Lower-Tier Regular Interests will constitute a class of regular interests in the Lower-Tier REMIC, each class of the Regular Interests will constitute a class of regular interests in the Upper-Tier REMIC, and the Class R certificates will represent the sole class of residual interests in each Trust REMIC.

If an entity fails to comply with one or more of the ongoing requirements of the Code for status as a REMIC during any taxable year, the Code provides that the entity or applicable portion of it will not be treated as a REMIC for such year and thereafter. In this event, any entity with debt obligations with two or more maturities, such as the Trust REMICs, may be treated as a separate association taxable as a corporation under Treasury regulations, and the certificates may be treated as equity interests in such an association. The Code, however, authorizes the Treasury Department to issue regulations that address situations where failure to meet one or more of the requirements for REMIC status occurs inadvertently and in good faith. No such regulations have been proposed. In addition, investors should be aware that the Conference Committee Report to the Tax Reform Act of

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1986 (the “1986 Act”) indicates that any relief may be accompanied by sanctions, such as the imposition of a corporate tax on all or a portion of a REMIC’s income for the period of time in which the requirements for REMIC status are not satisfied.

Status of Offered Certificates

Offered Certificates held by a real estate investment trust will constitute “real estate assets” within the meaning of Code Section 856(c)(5)(B), and interest (including original issue discount) on the Offered Certificates will be considered “interest on obligations secured by mortgages on real property or on interests in real property” within the meaning of Code Section 856(c)(3)(B) in the same proportion that, for both purposes, the assets of the issuing entity would be so treated. For purposes of Code Section 856(c)(5)(B), payments of principal and interest on the Mortgage Loans that are reinvested pending distribution to holders of Offered Certificates qualify for such treatment. Offered Certificates held by a domestic building and loan association will be treated as “loans . .. . secured by an interest in real property which is . . . residential real property” within the meaning of Code Section 7701(a)(19)(C)(v) or as other assets described in Code Section 7701(a)(19)(C) only to the extent the Mortgage Loans are secured by residential real property. As of the Cut-off Date, 15 Mortgaged Properties representing approximately 13.4% of the Initial Pool Balance, are multifamily properties. Holders of Offered Certificates should consult their tax advisors whether the foregoing percentage or some other percentage applies to their Offered Certificates. If at all times 95% or more of the assets of the issuing entity qualify for each of the foregoing treatments, the Offered Certificates will qualify for the corresponding status in their entirety. For the purposes of the foregoing determinations, the Trust REMICs will be treated as a single REMIC. In addition, Mortgage Loans that have been defeased with government securities will not qualify for such treatment. Offered Certificates will be “qualified mortgages” within the meaning of Code Section 860G(a)(3) for another REMIC if transferred to that REMIC within a prescribed time period in exchange for regular or residual interests in that REMIC. Moreover, Offered Certificates held by certain financial institutions will constitute an “evidence of indebtedness” within the meaning of Code Section 582(c)(1).

Taxation of Regular Interests

General

Each class of Regular Interests represents a regular interest in the Upper-Tier REMIC. The Regular Interests will represent newly originated debt instruments for federal income tax purposes. In general, interest, original issue discount and market discount on a Regular Interest will be treated as ordinary income to the holder of a Regular Interest (a “Regular Interestholder”), and principal payments on a Regular Interest will be treated as a return of capital to the extent of the Regular Interestholder’s basis in the Regular Interest. Regular Interestholders must use the accrual method of accounting with regard to the Regular Interests, regardless of the method of accounting otherwise used by such Regular Interestholders.

Notwithstanding the following, under new legislation enacted on December 22, 2017 (the “Tax Cuts and Jobs Act”), for tax years beginning after December 31, 2017, Regular Interestholders may be required to accrue amounts of market discount, Yield Maintenance Charges and Prepayment Premiums and other amounts no later than the year they included such amounts as revenue on their applicable financial statements. In addition, income from a debt instrument having original issue discount will be subject to this rule for tax years beginning January 1, 2019. Prospective investors are urged to consult their tax counsel regarding application of the Tax Cuts and Jobs Act to their particular situation.

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Original Issue Discount

Holders of Regular Interests issued with original issue discount generally must include original issue discount in ordinary income for federal income tax purposes as it accrues in accordance with the constant yield method, which takes into account the compounding of interest, in advance of receipt of the cash attributable to such income. The following discussion is based on temporary and final Treasury regulations (the “OID Regulations”) under Code Sections 1271 through 1273 and 1275 and on the provisions of the 1986 Act. Regular Interestholders should be aware, however, that the OID Regulations do not adequately address certain issues relevant to prepayable securities, such as the Regular Interests. To the extent such issues are not addressed in the OID Regulations, the certificate administrator will apply the methodology described in the Conference Committee Report to the 1986 Act. No assurance can be provided that the IRS will not take a different position as to those matters not currently addressed by the OID Regulations. Moreover, the OID Regulations include an anti-abuse rule allowing the IRS to apply or depart from the OID Regulations if necessary or appropriate to ensure a reasonable tax result in light of the applicable statutory provisions. A tax result will not be considered unreasonable under the anti-abuse rule, however, in the absence of a substantial effect on the present value of a taxpayer’s tax liability. Investors are advised to consult their own tax advisors as to the discussion in this prospectus and the appropriate method for reporting interest and original issue discount with respect to the Regular Interests.

Each Regular Interest will be treated as an installment obligation for purposes of determining the original issue discount includible in a Regular Interestholder’s income. The total amount of original issue discount on a Regular Interest is the excess of the “stated redemption price at maturity” of the Regular Interest over its “issue price”. The issue price of a class of Regular Interests is the first price at which a substantial amount of Regular Interests of such class is sold to investors (excluding bond houses, brokers and underwriters) (in the case of the RR Interest, as decreased for the portion of the price allocable to the right to receive Excess Interest). Although unclear under the OID Regulations, the certificate administrator will treat the issue price of Regular Interests for which there is no substantial sale as of the issue date as the fair market value of such Regular Interests as of the issue date (in the case of the RR Interest, as decreased for the portion of the price allocable to the right to receive Excess Interest). The issue price of the Regular Interests also includes the amount paid by an initial Regular Interestholder for accrued interest that relates to a period prior to the issue date of such class of Regular Interests. The stated redemption price at maturity of a Regular Interest is the sum of all payments provided by the debt instrument other than any qualified stated interest payments. Under the OID Regulations, qualified stated interest generally means interest payable at a single fixed rate or a qualified variable rate;provided that such interest payments are unconditionally payable at intervals of one year or less during the entire term of the obligation. Because there is no penalty or default remedy in the case of nonpayment of interest with respect to a Regular Interest, it is possible that no interest on any class of Regular Interests will be treated as qualified stated interest. However, because the Mortgage Loans provide for remedies in the event of default, the certificate administrator will treat all payments of stated interest on the Regular Interests (other than the Class X Certificates) as qualified stated interest (other than accrued interest distributed on the first Distribution Date for the number of days that exceed the interval between the Closing Date and the first Distribution Date). Based upon the anticipated issue price of each such class and a stated redemption price equal to the par amount of each such class (plus such excess interest accrued thereon), it is anticipated that no class of Offered Certificates that are Principal Balance Certificates will be issued with original issue discount for federal income tax purposes.

It is anticipated that the certificate administrator will treat the Class X-A and Class X-B certificates as having no qualified stated interest. Accordingly, such classes will be considered to be issued with original issue discount in an amount equal to the excess of all

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distributions of interest expected to be received on such classes over their respective issue prices (including interest accrued prior to the Closing Date). Any “negative” amounts of original issue discount on such classes attributable to rapid prepayments with respect to the Mortgage Loans will not be deductible currently. The holder of a Class X-A or Class X-B certificate may be entitled to a deduction for a loss, which may be a capital loss, to the extent it becomes certain that such holder will not recover a portion of its basis in such class, assuming no further prepayments.

Under ade minimis rule, original issue discount on a Regular Interest will be considered to be zero if such original issue discount is less than 0.25% of the stated redemption price at maturity of the Regular Interest multiplied by the weighted average maturity of the Regular Interest. For this purpose, the weighted average maturity of the Regular Interest is computed as the sum of the amounts determined by multiplying the number of full years (that is, by rounding down partial years) from the issue date until each distribution in reduction of stated redemption price at maturity is scheduled to be made by a fraction, the numerator of which is the amount of each distribution included in the stated redemption price at maturity of the Regular Interest and the denominator of which is the stated redemption price at maturity or anticipated repayment date of the Regular Interest. The Conference Committee Report to the 1986 Act provides that the schedule of such distributions should be determined in accordance with the assumed rate of prepayment on the Mortgage Loans used in pricing the transaction, namely, 0% CPR;provided that it is assumed that any ARD Loan prepays on its anticipated repayment date (the “Prepayment Assumption”). See “Yield and Maturity Considerations—Weighted Average Life” above. Holders generally must reportde minimis original issue discountpro rata as principal payments are received, and such income will be capital gain if the Regular Interest is held as a capital asset. Under the OID Regulations, however, Regular Interestholders may elect to accrue allde minimis original issue discount, as well as market discount and premium, under the constant yield method. See “—Election To Treat All Interest Under the Constant Yield Method” below. Based on the foregoing, it is anticipated that the Class C Certificates will be issued with de minimis original issue discount for federal income tax purposes.

A holder of a Regular Interest issued with original issue discount generally must include in gross income for any taxable year the sum of the “daily portions”, as defined below, of the original issue discount on the Regular Interest accrued during an accrual period for each day on which it holds the Regular Interest, including the date of purchase but excluding the date of disposition. With respect to each such Regular Interest, a calculation will be made of the original issue discount that accrues during each successive full accrual period that ends on the day prior to each Distribution Date with respect to the Regular Interests, assuming that prepayments and extensions with respect to the Mortgage Loans will be made in accordance with the Prepayment Assumption. The original issue discount accruing in a full accrual period will be the excess, if any, of (i) the sum of (a) the present value of all of the remaining distributions to be made on the Regular Interest as of the end of that accrual period and (b) the distributions made on the Regular Interest during the accrual period that are included in the Regular Interest’s stated redemption price at maturity, over (ii) the adjusted issue price of the Regular Interest at the beginning of the accrual period. The present value of the remaining distributions referred to in the preceding sentence is calculated based on (i) the yield to maturity of the Regular Interest as of the Startup Day, (ii) events (including actual prepayments) that have occurred prior to the end of the accrual period and (iii) the assumption that the remaining payments will be made in accordance with the original Prepayment Assumption. For these purposes, the adjusted issue price of a Regular Interest at the beginning of any accrual period equals the issue price of the Regular Interest, increased by the aggregate amount of original issue discount with respect to the Regular Interest that accrued in all prior accrual periods and reduced by the amount of

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distributions included in the Regular Interest’s stated redemption price at maturity that were made on the Regular Interest that were attributable to such prior periods. The original issue discount accruing during any accrual period (as determined in this paragraph) will then be divided by the number of days in the period to determine the daily portion of original issue discount for each day in the period.

Under the method described above, the daily portions of original issue discount required to be included as ordinary income by a Regular Interestholder (other than a holder of a Class X-A or Class X-B certificate) generally will increase to take into account prepayments on the Regular Interests as a result of prepayments on the Mortgage Loans that exceed the Prepayment Assumption, and generally will decrease (but not below zero for any period) if the prepayments are slower than the Prepayment Assumption. Due to the unique nature of interest-only certificates, the preceding sentence may not apply in the case of the Class X-A or Class X-B certificates.

Acquisition Premium

A purchaser of a Regular Interest at a price greater than its adjusted issue price and less than its remaining stated redemption price at maturity will be required to include in gross income the daily portions of the original issue discount on the Regular Interest reducedpro rata by a fraction, the numerator of which is the excess of its purchase price over such adjusted issue price and the denominator of which is the excess of the remaining stated redemption price at maturity over the adjusted issue price. Alternatively, such a purchaser may elect to treat all such acquisition premium under the constant yield method, as described under “—Election To Treat All Interest Under the Constant Yield Method” below.

Market Discount

A purchaser of a Regular Interest also may be subject to the market discount rules of Code Sections 1276 through 1278. Under these Code sections and the principles applied by the OID Regulations in the context of original issue discount, “market discount” is the amount by which the purchaser’s original basis in the Regular Interest (i) is exceeded by the remaining outstanding principal payments and non-qualified stated interest payments due on the Regular Interest, or (ii) in the case of a Regular Interest having original issue discount, is exceeded by the adjusted issue price of such Regular Interest at the time of purchase. Such purchaser generally will be required to recognize ordinary income to the extent of accrued market discount on such Regular Interest as distributions includible in its stated redemption price at maturity are received, in an amount not exceeding any such distribution. Such market discount would accrue in a manner to be provided in Treasury regulations and should take into account the Prepayment Assumption. The Conference Committee Report to the 1986 Act provides that until such regulations are issued, such market discount would accrue, at the election of the holder, either (i) on the basis of a constant interest rate or (ii) in the ratio of interest accrued for the relevant period to the sum of the interest accrued for such period plus the remaining interest after the end of such period, or, in the case of classes issued with original issue discount, in the ratio of original issue discount accrued for the relevant period to the sum of the original issue discount accrued for such period plus the remaining original issue discount after the end of such period. Such purchaser also generally will be required to treat a portion of any gain on a sale or exchange of the Regular Interest as ordinary income to the extent of the market discount accrued to the date of disposition under one of the foregoing methods, less any accrued market discount previously reported as ordinary income as partial distributions in reduction of the stated redemption price at maturity were received. Such purchaser will be required to defer deduction of a portion of the excess of the interest paid or accrued on

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indebtedness incurred to purchase or carry the Regular Interest over the interest (including original issue discount) distributable on the Regular Interest. The deferred portion of such interest expense in any taxable year generally will not exceed the accrued market discount on the Regular Interest for such year. Any such deferred interest expense is, in general, allowed as a deduction not later than the year in which the related market discount income is recognized or the Regular Interest is disposed of. As an alternative to the inclusion of market discount in income on the foregoing basis, the Regular Interestholder may elect to include market discount in income currently as it accrues, in which case the interest deferral rule will not apply. Such election, if made, will apply to all market discount instruments acquired by such Regular Interestholder as of the first day of the taxable year for which the election is made, and to all market discount instruments acquired thereafter. See “—Election To Treat All Interest Under the Constant Yield Method” below regarding making such election and an alternative manner in which such election may be deemed to be made.

Market discount with respect to a Regular Interest will be considered to be zero if such market discount is less than 0.25% of the remaining stated redemption price at maturity of such Regular Interest multiplied by the weighted average maturity of the Regular Interest remaining after the date of purchase. For this purpose, the weighted average maturity is determined by multiplying the number of full years (that is, by rounding down partial years) from the issue date until each distribution in reduction of stated redemption price at maturity is scheduled to be made by a fraction, the numerator of which is the amount of each such distribution included in the stated redemption price at maturity of the Regular Interest and the denominator of which is the total stated redemption price at maturity of the Regular Interest. It appears thatde minimis market discount would be reportedpro rata as principal payments are received. Treasury regulations implementing the market discount rules have not yet been proposed, and investors should therefore consult their own tax advisors regarding the application of these rules as well as the advisability of making any of the elections with respect to such rules. Investors should also consult Revenue Procedure 92-67 concerning the elections to include market discount in income currently and to accrue market discount on the basis of the constant yield method.

Premium

A Regular Interest purchased upon initial issuance or in the secondary market at a cost greater than its remaining stated redemption price at maturity generally is considered to be purchased at a premium. If the Regular Interestholder holds such Regular Interest as a “capital asset” within the meaning of Code Section 1221, the Regular Interestholder may elect under Code Section 171 to amortize such premium under the constant yield method. Such election will apply to all premium bonds (other than bonds paying interest exempt from tax) held by such Regular Interestholder as of the first day of the taxable year for which the election is made and to all taxable premium bonds acquired thereafter. See “—Election To Treat All Interest Under the Constant Yield Method” below regarding making the election under Code Section 171 and an alternative manner in which the Code Section 171 election may be deemed to be made. Final Treasury regulations under Code Section 171 do not, by their terms, apply to prepayable obligations such as the Regular Interests. The Conference Committee Report to the 1986 Act indicates a Congressional intent that the same rules that will apply to the accrual of market discount on installment obligations will also apply to amortizing bond premium under Code Section 171 on installment obligations such as the Regular Interests, although it is unclear whether the alternatives to the constant interest method described above under “—Market Discount” are available. Amortizable bond premium will be treated as an offset to interest income on a Regular Interest rather than as a separate deduction item. It is anticipated that the Class A-1, Class A-SB, Class A-

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2, Class A-3, Class A-S and Class B certificates will be issued at a premium for federal income tax purposes.

Election To Treat All Interest Under the Constant Yield Method

A holder of a debt instrument such as a Regular Interest may elect to treat all interest that accrues on the instrument using the constant yield method, with none of the interest being treated as qualified stated interest. For purposes of applying the constant yield method to a debt instrument subject to such an election, (i) “interest” includes stated interest, original issue discount,de minimis original issue discount, market discount andde minimis market discount, as adjusted by any amortizable bond premium or acquisition premium and (ii) the debt instrument is treated as if the instrument were issued on the holder’s acquisition date in the amount of the holder’s adjusted basis immediately after acquisition. It is unclear whether, for this purpose, the initial Prepayment Assumption would continue to apply or if a new prepayment assumption as of the date of the holder’s acquisition would apply. A holder generally may make such an election on an instrument by instrument basis or for a class or group of debt instruments. However, if the holder makes such an election with respect to a debt instrument with amortizable bond premium or with market discount, the holder is deemed to have made elections to amortize bond premium or to report market discount income currently as it accrues under the constant yield method, respectively, for all premium bonds held or market discount instruments acquired, by the holder as of the first day of the taxable year for which the election is made and to all premium bonds or market discount instruments, acquired thereafter. The election is made on the holder’s federal income tax return for the year in which the Regular Interest is acquired and is irrevocable except with the approval of the IRS. Investors are encouraged to consult their tax advisors regarding the advisability of making such an election.

Treatment of Losses

Holders of the Regular Interests will be required to report income with respect to the Regular Interests on the accrual method of accounting, without giving effect to delays or reductions in distributions attributable to defaults or delinquencies on the Mortgage Loans, except to the extent it can be established that such losses are uncollectible. Accordingly, a Regular Interestholder may have income, or may incur a diminution in cash flow as a result of a default or delinquency, but may not be able to take a deduction (subject to the discussion below) for the corresponding loss until a subsequent taxable year. In this regard, investors are cautioned that while they generally may cease to accrue interest income if it reasonably appears that the interest will be uncollectible, the IRS may take the position that original issue discount must continue to be accrued in spite of its uncollectibility until the debt instrument is disposed of in a taxable transaction or becomes worthless in accordance with the rules of Code Section 166. The following discussion may not apply to holders of interest-only Regular Interests. Under Code Section 166, it appears that the holders of Regular Interests that are corporations or that otherwise hold the Regular Interests in connection with a trade or business should in general be allowed to deduct as an ordinary loss any such loss sustained (and not previously deducted) during the taxable year on account of any such Regular Interests becoming wholly or partially worthless, and that, in general, the Regular Interestholders that are not corporations and do not hold the Regular Interests in connection with a trade or business will be allowed to deduct as a short term capital loss any loss with respect to principal sustained during the taxable year on account of such Regular Interests becoming wholly worthless. Although the matter is not free from doubt, such non-corporate holders of Regular Interests should be allowed a bad debt deduction at such time as the certificate balance of any class of such Regular Interests is reduced to reflect losses on the Mortgage Loans below such holder’s

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basis in the Regular Interests. The IRS, however, could take the position that non-corporate holders will be allowed a bad debt deduction to reflect such losses only after the classes of Regular Interests have been otherwise retired. The IRS could also assert that losses on a class of Regular Interests are deductible based on some other method that may defer such deductions for all holders, such as reducing future cash flow for purposes of computing original issue discount. This may have the effect of creating “negative” original issue discount that, with the possible exception of the method discussed in the following sentence, would be deductible only against future positive original issue discount or otherwise upon termination of the applicable class. Although not free from doubt, a holder of Regular Interests with negative original issue discount may be entitled to deduct a loss to the extent that its remaining basis would exceed the maximum amount of future payments to which such holder was entitled, assuming no further prepayments. No bad debt losses will be allowed with respect to the Class X Certificates. Regular Interestholders are urged to consult their own tax advisors regarding the appropriate timing, amount and character of any loss sustained with respect to such Regular Interests. Special loss rules are applicable to banks and thrift institutions, including rules regarding reserves for bad debts. Such taxpayers are advised to consult their tax advisors regarding the treatment of losses on the Regular Interests.

Yield Maintenance Charges and Prepayment Premiums

Yield Maintenance Charges and Prepayment Premiums actually collected on the Mortgage Loans will be distributed as described in “Description of the Certificates—Allocation of Yield Maintenance Charges and Prepayment Premiums”. It is not entirely clear under the Code when the amount of Yield Maintenance Charges and Prepayment Premiums so allocated should be taxed to the holders of such classes of certificates, but it is not expected, for federal income tax reporting purposes, that Yield Maintenance Charges and Prepayment Premiums will be treated as giving rise to any income to the holder of such class of certificates prior to the certificate administrator’s actual receipt of Yield Maintenance Charges and Prepayment Premiums. Yield Maintenance Charges and Prepayment Premiums, if any, may be treated as paid upon the retirement or partial retirement of such classes of certificates. The IRS may disagree with these positions. Certificateholders should consult their own tax advisors concerning the treatment of Yield Maintenance Charges and Prepayment Premiums.

Sale or Exchange of Regular Interests

If a Regular Interestholder sells or exchanges a Regular Interest, such Regular Interestholder will recognize gain or loss equal to the difference, if any, between the amount received and its adjusted basis in the Regular Interest. The adjusted basis of a Regular Interest generally will equal the cost of the Regular Interest to the seller, increased by any original issue discount or market discount previously included in the seller’s gross income with respect to the Regular Interest and reduced by amounts included in the stated redemption price at maturity of the Regular Interest that were previously received by the seller, by any amortized premium, and by any deductible losses on the Regular Interest.

Except as described above with respect to market discount, and except as provided in this paragraph, any gain or loss on the sale or exchange of a Regular Interest realized by an investor that holds the Regular Interest as a capital asset will be capital gain or loss and will be long term or short term depending on whether the Regular Interest has been held for the long term capital gain holding period (more than one year). Such gain will be treated as ordinary income: (i) if the Regular Interest is held as part of a “conversion transaction” as defined in Code Section 1258(c), up to the amount of interest that would have accrued on

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the Regular Interestholder’s net investment in the conversion transaction at 120% of the appropriate applicable federal rate under Code Section 1274(d) in effect at the time the taxpayer entered into the transaction minus any amount previously treated as ordinary income with respect to any prior disposition of property that was held as part of such transaction; (ii) in the case of a non-corporate taxpayer, to the extent such taxpayer has made an election under Code Section 163(d)(4) to have net capital gains taxed as investment income at ordinary income rates; or (iii) to the extent that such gain does not exceed the excess, if any, of (a) the amount that would have been includible in the gross income of the Regular Interestholder if his yield on such Regular Interest were 110% of the applicable federal rate as of the date of purchase, over (b) the amount of income actually includible in the gross income of such Regular Interestholder with respect to the Regular Interest. In addition, gain or loss recognized from the sale of a Regular Interest by certain banks or thrift institutions will be treated as ordinary income or loss pursuant to Code Section 582(c). Long-term capital gains of certain non-corporate taxpayers generally are subject to a lower maximum tax rate than ordinary income of such taxpayers for property held for more than one year. The maximum tax rate for corporations is the same with respect to both ordinary income and capital gains. In connection with a sale or exchange of an RR Interest, the related Certificateholder must separately account for the sale or exchange of the related “regular interest” in the Upper Tier REMIC and the related interest in the Grantor Trust.

3.8% Medicare Tax on “Net Investment Income”

Certain non-corporate U.S. holders will be subject to an additional 3.8% tax on all or a portion of their “net investment income”, which may include the interest payments and any gain realized with respect to the certificates, to the extent of their net investment income that, when added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000 for a married taxpayer filing a joint return (or a surviving spouse), or $125,000 for a married individual filing a separate return. The 3.8% Medicare tax is determined in a different manner than the regular income tax. U.S. holders should consult their tax advisors with respect to their consequences with respect to the 3.8% Medicare tax.

Backup Withholding

Distributions made on the certificates (including interest distributions, original issue discount and, under certain circumstances, principal distributions), and proceeds from the sale of the certificates to or through certain brokers, may be subject to “backup” withholding tax under Code Section 3406 unless the Certificateholder is a U.S. Person and provides IRS Form W-9 with the correct taxpayer identification number.

Information Reporting

Holders that are individuals (and certain domestic entities that are formed or availed of for purposes of holding, directly or indirectly, “specified foreign financial assets”) may be subject to certain foreign financial asset reporting obligations with respect to their certificates held through a financial account maintained by a foreign financial institution if the aggregate value of their certificates and their other “specified foreign financial assets” exceeds $50,000. Significant penalties can apply if a holder fails to disclose its specified foreign financial assets. We urge you to consult your tax advisor with respect to this and other reporting obligations with respect to your certificates.

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Taxation of Certain Foreign Investors

Interest, including original issue discount, distributable to the Regular Interestholders that are nonresident aliens, foreign corporations or other Non-U.S. Persons will be considered “portfolio interest” and, therefore, generally will not be subject to a 30% United States withholding tax;provided that such Non-U.S. Person (i) is not a “10 percent shareholder” within the meaning of Code Section 871(h)(3)(B) or a controlled foreign corporation described in Code Section 881(c)(3)(C) with respect to the Trust REMICs and (ii) provides the certificate administrator, or the person that would otherwise be required to withhold tax from such distributions under Code Section 1441 or 1442, with an appropriate statement, signed under penalties of perjury, identifying the beneficial owner and stating, among other things, that the beneficial owner of the Regular Interest is a Non-U.S. Person. The appropriate documentation includes IRS Form W-8BEN-E or W-8BEN, if the Non-U.S. Person is an entity (such as a corporation) or individual, respectively, eligible for the benefits of the portfolio interest exemption or an exemption based on a treaty; IRS Form W-8ECI if the Non-U.S. Person is eligible for an exemption on the basis of its income from the Regular Interest being effectively connected to a United States trade or business; IRS Form W-8BEN-E or W-8IMY if the Non-U.S. Person is a trust, depending on whether such trust is classified as the beneficial owner of the Regular Interest; and Form W-8IMY, with supporting documentation as specified in the Treasury regulations, required to substantiate exemptions from withholding on behalf of its partners, if the Non-U.S. Person is a partnership. With respect to IRS Forms W-8BEN, W-8BEN-E, W-8IMY and W-8ECI, each (other than IRS Form W-8IMY) expires after 3 full calendar years or as otherwise provided by applicable law. An intermediary (other than a partnership) must provide IRS Form W-8IMY, revealing all required information, including its name, address, taxpayer identification number, the country under the laws of which it is created, and certification that it is not acting for its own account. A “qualified intermediary” must certify that it has provided, or will provide, a withholding statement as required under Treasury regulations Section 1.1441-1(e)(5)(v), but need not disclose the identity of its account holders on its IRS Form W-8IMY, and may certify its account holders’ status without including each beneficial owner’s certification. A “non-qualified intermediary” must additionally certify that it has provided, or will provide, a withholding statement that is associated with the appropriate IRS Forms W-8 and W-9 required to substantiate exemptions from withholding on behalf of its beneficial owners. The term “intermediary” means a person acting as a custodian, a broker, nominee or otherwise as an agent for the beneficial owner of a Regular Interest. A “qualified intermediary” is generally a foreign financial institution or clearing organization or a non-U.S. branch or office of a U.S. financial institution or clearing organization that is a party to a withholding agreement with the IRS.

If such statement, or any other required statement, is not provided, 30% withholding will apply unless reduced or eliminated pursuant to an applicable tax treaty or unless the interest on the Regular Interest is effectively connected with the conduct of a trade or business within the United States by such Non-U.S. Person. In the latter case, such Non-U.S. Person will be subject to United States federal income tax at regular rates. Investors that are Non-U.S. Persons should consult their own tax advisors regarding the specific tax consequences to them of owning a Regular Interest.

A “U.S. Person” is a citizen or resident of the United States, a corporation, partnership (except to the extent provided in the applicable Treasury regulations) or other entity created or organized in or under the laws of the United States, any State or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate that is subject to U.S. federal income tax regardless of the source of income, or a trust if a court within the United States is able to exercise primary supervision

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over the administration of such trust, and one or more such U.S. Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in the applicable Treasury regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Persons). The term “Non-U.S. Person” means a person other than a U.S. Person.

FATCA

Under the “Foreign Account Tax Compliance Act” (“FATCA”), a 30% withholding tax is generally imposed on certain payments, including U.S.-source interest and, beginning on January 1, 2019, gross proceeds from the sale, exchange, principal payment on or other disposition of debt obligations that give rise to U.S.-source interest to “foreign financial institutions” and certain other foreign financial entities if those foreign entities fail to comply with the requirements of FATCA. The certificate administrator will be required to withhold amounts under FATCA on payments made to holders who are subject to the FATCA requirements and who fail to provide the certificate administrator with proof that they have complied with such requirements. Prospective investors should consult their tax advisors regarding the applicability of FATCA to their certificates.

Backup Withholding

Distributions made on the certificates (including interest, original issue discount and, under certain circumstances, principal distributions), and proceeds from the sale of the certificates to or through certain brokers, may be subject to a “backup” withholding tax under Code Section 3406 unless the Non-U.S. Person either (i) provides IRS Form W-8BEN or W-8BEN-E, as applicable, identifying the Non-U.S. Person and stating that the beneficial owner is not a U.S. Person; or can be treated as an exempt recipient within the meaning of Treasury regulations Section 1.6049-4(c)(1)(ii). Any amounts to be withheld from distribution on the certificates would be refunded by the IRS or allowed as a credit against the Certificateholder’s federal income tax liability. Information reporting requirements may also apply regardless of whether withholding is required. Holders are urged to contact their own tax advisors regarding the application to them of backup withholding and information reporting.

Taxes That May Be Imposed on a REMIC

Prohibited Transactions

Income from certain transactions by either Trust REMIC, called prohibited transactions, will not be part of the calculation of income or loss includible in the federal income tax returns of holders of the Class R certificates, but rather will be taxed directly to the Trust REMIC at a 100% rate. Prohibited transactions generally include (i) the disposition of a qualified mortgage other than for (a) substitution within two years of the Startup Day for a defective (including a defaulted) obligation (or repurchase in lieu of substitution of a defective (including a defaulted) obligation at any time) or for any qualified mortgage within 3 months of the Startup Day, (b) foreclosure, default or imminent default of a qualified mortgage, (c) bankruptcy or insolvency of the REMIC, or (d) a qualified (complete) liquidation, (ii) the receipt of income from assets that are not the type of mortgages or investments that the REMIC is permitted to hold, (iii) the receipt of compensation for services or (iv) the receipt of gain from disposition of cash flow investments other than pursuant to a qualified liquidation. Notwithstanding (i) and (iv), it is not a prohibited transaction to sell REMIC property to prevent a default on regular interests as a result of a default on qualified mortgages or to facilitate a qualified liquidation or a clean-up call. The

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REMIC Regulations indicate that the modification of a mortgage loan generally will not be treated as a disposition if it is occasioned by a default or reasonably foreseeable default, an assumption of a mortgage loan or the waiver of a “due-on-sale” or “due-on-encumbrance” clause. It is not anticipated that the Trust REMICs will engage in any prohibited transactions.

Contributions to a REMIC After the Startup Day

In general, a REMIC will be subject to a tax at a 100% rate on the value of any property contributed to the REMIC after the Startup Day. Exceptions are provided for cash contributions to the REMIC (i) during the 3 months following the Startup Day, (ii) made to a qualified reserve fund by a holder of a Class R certificate, (iii) in the nature of a guarantee, (iv) made to facilitate a qualified liquidation or clean-up call, and (v) as otherwise permitted in Treasury regulations yet to be issued. It is not anticipated that there will be any taxable contributions to the Trust REMICs.

Net Income from Foreclosure Property

The Lower-Tier REMIC will be subject to federal income tax at the corporate rate on “net income from foreclosure property”, determined by reference to the rules applicable to real estate investment trusts. Generally, property acquired by foreclosure or deed-in-lieu of foreclosure would be treated as “foreclosure property” until the close of the third calendar year beginning after the Lower-Tier REMIC’s acquisition of an REO Property, with a possible extension. Net income from foreclosure property generally means gain from the sale of a foreclosure property that is inventory property and gross income from foreclosure property other than qualifying rents and other qualifying income for a real estate investment trust.

In order for a foreclosed property to qualify as foreclosure property, any operation of the foreclosed property by the Lower-Tier REMIC generally must be conducted through an independent contractor. Further, such operation, even if conducted through an independent contractor, may give rise to “net income from foreclosure property”, taxable at the corporate rate. Payment of such tax by the Lower-Tier REMIC would reduce amounts available for distribution to Certificateholders.

The applicable special servicer will be required to determine generally whether the operation of foreclosed property in a manner that would subject the Lower-Tier REMIC to such tax would be expected to result in higher after-tax proceeds than an alternative method of operating such property that would not subject the Lower-Tier REMIC to such tax.

Administrative Matters

REMIC Representative

Solely for the purpose of the administrative provisions of the Code, a REMIC generally will be treated as a partnership and the Residual Holders will be treated as the partners. Under the 2015 Budget Act (discussed below), the “representative” (as defined in Section 6223 of the Code) will represent a Trust REMIC in connection with any IRS proceeding relating to the Trust REMIC. Such representative does not have to be a holder of a Class R Certificate or its delegate, and the PSA will designate the Certificate Administrator as such representative.

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Bipartisan Budget Act of 2015

The Bipartisan Budget Act of 2015 (the “2015 Budget Act”), which includes new audit rules, affects entities treated as partnerships, their partners and the persons that are authorized to represent entities treated as partnerships in IRS audits and related procedures. Under the 2015 Budget Act, these rules also apply to REMICs, the holders of their residual interests and the trustees authorized to represent REMICs in IRS audits and related procedures. These new audit rules are effective for taxable years beginning with 2018 and will apply to both new and existing REMICs.

In addition to other changes, under the 2015 Budget Act, (1) unless a REMIC elects otherwise, taxes arising from IRS audit adjustments are required to be paid by the REMIC rather than by its residual interest holders, (2) a REMIC appoints one person to act as its sole representative in connection with IRS audits and related procedures and that representative’s actions, including agreeing to adjustments to REMIC taxable income, will be binding on residual interest holders more so than a tax matters person’s actions under the current rules and (3) if the IRS makes an adjustment to a REMIC’s taxable year, the holders of residual interests for the audited taxable year may have to take the adjustment into account for the taxable year in which the adjustment is made rather than for the audited taxable year.

The parties responsible for the tax administration of the REMICs will be required to use any exceptions available under the new provisions (including any changes) and IRS regulations so that a REMIC’s residual interest holders, to the fullest extent possible, rather than the REMIC itself, will be liable for any taxes arising from audit adjustments to the REMIC’s taxable income. It is unclear how any such elections may affect the procedural rules available to challenge any audit adjustment that would otherwise be available in the absence of any such elections. Residual Holders should discuss with their own tax advisors the possible effect of the new rules on them.

Reporting Requirements

Each Trust REMIC will be required to maintain its books on a calendar year basis and to file federal income tax returns in a manner similar to a partnership. The form for such returns is IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return. The Trustee will be required to sign each Trust REMIC’s returns.

Reports of accrued interest, original issue discount, if any, and information necessary to compute the accrual of any market discount on the Regular Certificates will be made annually to the IRS and to individuals, estates, non-exempt and non-charitable trusts, and partnerships that are either Regular Certificateholders or beneficial owners that own Regular Certificates through a broker or middleman as nominee. All brokers, nominees and all other non-exempt Regular Certificateholders (including corporations, non-calendar year taxpayers, securities or commodities dealers, placement agents, real estate investment trusts, investment companies, common trusts, thrift institutions and charitable trusts) may request such information for any calendar quarter by telephone or in writing by contacting the person designated in IRS Publication 938 with respect to the REMIC. Holders through nominees must request such information from the nominee. The IRS’s Form 1066 has an accompanying Schedule Q, “Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation”. Treasury regulations require that Schedule Q be furnished by each Trust REMIC to each Residual Holder by the end of the month following the close of each calendar quarter (41 days after the end of a quarter under proposed Treasury regulations) in which such Trust REMIC is in existence.

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Treasury regulations require that, in addition to the foregoing requirements, information must be furnished quarterly to each holder of a Class R Certificate, furnished annually, if applicable, to holders of Regular Certificates, and filed annually with the IRS concerning Code Section 67 expenses, see “—Limitations on Deduction of Certain Expenses” above, allocable to those Regular Certificateholders. Furthermore, under those regulations, information must be furnished quarterly to each holder of a Class R Certificate, furnished annually to the Regular Certificateholders and filed annually with the IRS concerning the percentage of each Trust REMIC’s assets meeting the qualified asset tests described under “—Qualification as a REMIC” above.

DUE TO THE COMPLEXITY OF THESE RULES AND THE CURRENT UNCERTAINTY AS TO THE MANNER OF THEIR APPLICATION TO THE ISSUING ENTITY AND CERTIFICATEHOLDERS, IT IS PARTICULARLY IMPORTANT THAT POTENTIAL INVESTORS CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX TREATMENT OF THEIR ACQUISITION, OWNERSHIP AND DISPOSITION OF THE CERTIFICATES.

Certain State and Local Tax Considerations

In addition to the federal income tax consequences described in “Material Federal Income Tax Considerations” above, purchasers of Offered Certificates should consider the state and local income tax consequences of the acquisition, ownership, and disposition of the Offered Certificates. State and local income tax law may differ substantially from the corresponding federal law, and this discussion does not purport to describe any aspect of the income tax laws of any state or locality.

It is possible that one or more jurisdictions may attempt to tax nonresident holders of offered certificates solely by reason of the location in that jurisdiction of the depositor, the trustee, the certificate administrator, the sponsors, a related borrower or a mortgaged property or on some other basis, may require nonresident holders of certificates to file returns in such jurisdiction or may attempt to impose penalties for failure to file such returns; and it is possible that any such jurisdiction will ultimately succeed in collecting such taxes or penalties from nonresident holders of offered certificates. We cannot assure you that holders of offered certificates will not be subject to tax in any particular state, local or other taxing jurisdiction.

You should consult with your tax advisor with respect to the various state and local, and any other, tax consequences of an investment in the Offered Certificates.

Method of Distribution (Underwriter)

Subject to the terms and conditions set forth in an underwriting agreement (the “Underwriting Agreement”), among the depositor and the underwriters, the depositor has agreed to sell to the underwriters, and the underwriters have severally, but not jointly, agreed to purchase from the depositor the respective Certificate Balance or the Notional Amount, as applicable, of each class of Offered Certificates set forth below subject in each case to a variance of 5%.

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Underwriter	Class A-1		Class A-SB		Class A-2		Class A-3
Morgan Stanley & Co. LLC	$	3,615,675	$	5,347,125	$	33,101,250	$	35,622,547
Wells Fargo Securities, LLC		11,047,884		16,338,420		101,142,600		108,846,554
Merrill Lynch, Pierce, Fenner & Smith Incorporated		6,636,441		9,814,455		60,756,150		65,383,899
Academy Securities, Inc.		0		0		0		0
Drexel Hamilton, LLC		0		0		0		0
Total	$	21,300,000	$	31,500,000	$	195,000,000	$	209,853,000

Underwriter	Class X-A		Class X-B		Class A-S
Morgan Stanley & Co. LLC	$	77,686,597	$	14,982,475	$	6,520,097
Wells Fargo Securities, LLC		237,375,458		45,779,734		19,922,499
Merrill Lynch, Pierce, Fenner & Smith Incorporated		142,590,945		27,499,791		11,967,404
Academy Securities, Inc.		0		0		0
Drexel Hamilton, LLC		0		0		0
Total	$	457,653,000	$	88,262,000	$	38,410,000

Underwriter	Class B		Class C
Morgan Stanley & Co. LLC	$	8,462,377	$	5,132,900
Wells Fargo Securities, LLC		25,857,235		15,683,846
Merrill Lynch, Pierce, Fenner & Smith Incorporated		15,532,388		9,421,254
Academy Securities, Inc.		0		0
Drexel Hamilton, LLC		0		0
Total	$	49,852,000	$	30,238,000

The Underwriting Agreement provides that the obligations of the underwriters will be subject to certain conditions precedent and that the underwriters will be obligated to purchase all Offered Certificates if any are purchased. In the event of a default by any underwriter, the Underwriting Agreement provides that, in certain circumstances, purchase commitments of the non-defaulting underwriter(s) may be increased or the Underwriting Agreement may be terminated.

Additionally, the parties to the PSA have severally agreed to indemnify the underwriters, and the underwriters have agreed to indemnify the depositor and controlling persons of the depositor, against certain liabilities, including liabilities under the Securities Act, and have agreed, if required, to contribute to payments required to be made in respect of these liabilities.

The depositor has been advised by the underwriters that they propose to offer the Offered Certificates to the public from time to time in one or more negotiated transactions, or otherwise, at varying prices to be determined at the time of sale. Proceeds to the depositor from the sale of Offered Certificates will be approximately 105.3% of the initial aggregate Certificate Balance of the Offered Certificates, plus accrued interest on the Offered Certificates from April 1, 2018, before deducting expenses payable by the depositor (estimated at $4,771,260, excluding underwriting discounts and commissions). The underwriters may affect the transactions by selling the Offered Certificates to or through dealers, and the dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the underwriters. In connection with the purchase and sale of the Offered Certificates offered by this prospectus, the underwriters may be deemed to have received compensation from the depositor in the form of underwriting discounts.

We anticipate that the Offered Certificates will be sold primarily to institutional investors. Purchasers of Offered Certificates, including dealers, may, depending on the facts and circumstances of those purchases, be deemed to be “underwriters” within the meaning of the Securities Act in connection with reoffers and resales by them of Offered Certificates. If

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you purchase Offered Certificates, you should consult with your legal advisors in this regard prior to any reoffer or resale. The underwriters expect to make, but are not obligated to make, a secondary market in the Offered Certificates. See “Risk Factors—Other Risks Relating to the Certificates—The Certificates May Have Limited Liquidity and the Market Value of the Certificates May Decline”.

Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Offered Certificates in the secondary market prior to such delivery should specify a longer settlement cycle, or should refrain from specifying a shorter settlement cycle, to the extent that failing to do so would result in a settlement date that is earlier than the date of delivery of such Offered Certificates.

The primary source of ongoing information available to investors concerning the Offered Certificates will be the monthly statements discussed under “Description of the Certificates—Reports to Certificateholders;Certain Available Information”. We cannot assure you that any additional information regarding the Offered Certificates will be available through any other source. In addition, we are not aware of any source through which price information about the Offered Certificates will be generally available on an ongoing basis. The limited nature of that information regarding the Offered Certificates may adversely affect the liquidity of the Offered Certificates, even if a secondary market for the Offered Certificates becomes available.

Morgan Stanley & Co. LLC, one of the underwriters, is an affiliate of the Morgan Stanley Capital I Inc., which is the depositor, MSMCH, which is a sponsor, a mortgage loan seller and the initial Risk Retention Consultation Party of this securitization, and Morgan Stanley Bank, which is an originator, the holder of a portion of the RR Interest. Wells Fargo Securities, LLC, one of the underwriters, is an affiliate of Wells Fargo Bank, which is a sponsor, an originator, a mortgage loan seller, and the holder of a portion of the RR Interest, and is also the master servicer, the certificate administrator and the custodian. Merrill Lynch, Pierce, Fenner & Smith Incorporated, one of the underwriters, is an affiliate of Bank of America, which is a sponsor, an originator, a mortgage loan seller, and the holder of a portion of the RR Interest. The above-referenced mortgage loan sellers or their affiliates are also the holders of certain companion loans and mezzanine loans related to the Mortgage Loans as described under “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties”.

A portion of the net proceeds of this offering (after the payment of underwriting compensation and transaction expenses) is intended to be directed to affiliates of Morgan Stanley & Co. LLC, which is one of the underwriters, and a co-lead manager and joint bookrunner for this offering, affiliates of Wells Fargo Securities, LLC, which is one of the underwriters, and a co-lead manager and joint bookrunner for this offering and affiliates of Merrill Lynch, Pierce, Fenner & Smith Incorporated, which is one of the underwriters and a co-lead manager and joint bookrunner for this offering. That direction will occur by means of the collective effect of the payment by the underwriters to the depositor, an affiliate of Morgan Stanley & Co. LLC, of the purchase price for the Offered Certificates and the following payments:

(1) the payment by the depositor to MSMCH, an affiliate of Morgan Stanley & Co. LLC, in that affiliate’s capacity as a mortgage loan seller, of the purchase price for the Mortgage Loans to be sold to the depositor by MSMCH;

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(2) the payment by the depositor to Wells Fargo Bank, an affiliate of Wells Fargo Securities, LLC, in that affiliate’s capacity as a mortgage loan seller, of the purchase price for the Mortgage Loans to be sold to the depositor by Wells Fargo Bank; and

(3) the payment by the depositor to Bank of America, an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, in that affiliate’s capacity as a mortgage loan seller, of the purchase price for the Mortgage Loans to be sold to the depositor by Bank of America.

As a result of the circumstances described above in this paragraph and the prior paragraph, each of Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated have a “conflict of interest” within the meaning of Rule 5121 of the consolidated rules of The Financial Industry Regulatory Authority, Inc. In addition, other circumstances exist that result in the underwriters or their affiliates having conflicts of interest, notwithstanding that such circumstances may not constitute a “conflict of interest” within the meaning of such Rule 5121. See “Risk Factors—Risks Related to Conflicts of Interest—Interests and Incentives of the Underwriter Entities May Not Be Aligned With Your Interests” and “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties”.

Wells Fargo Securities is the trade name for the capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including but not limited to Wells Fargo Securities, LLC, a member of the New York Stock Exchange, the Financial Industry Regulatory Authority (“FINRA”), the National Futures Association (“NFA”) and the Securities Investor Protection Corporation (“SIPC”), Wells Fargo Prime Services, LLC, a member of FINRA, NFA and SIPC, and Wells Fargo Bank, National Association. Wells Fargo Securities, LLC and Wells Fargo Prime Services, LLC are distinct entities from affiliated banks and thrifts.

In relation to each Relevant Member State, each underwriter has represented and agreed that, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an offer of the Offered Certificates which are the subject of the offering contemplated by this prospectus (and any supplement hereto) to the public in that Relevant Member State other than:

(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant underwriter or underwriters nominated by the depositor for any such offer; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided, that no such offer of the Offered Certificates shall require the depositor, the issuing entity or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of the Offered Certificates to the public” in relation to any Offered Certificates in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Certificates to be offered so as to enable an investor to decide to

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purchase or subscribe to the Offered Certificates, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, and the expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.

Each underwriter has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”) received by it in connection with the issue or sale of the Offered Certificates in circumstances in which Section 21(1) of the FSMA does not apply to the issuing entity or the depositor; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Certificates in, from or otherwise involving the United Kingdom.

Incorporation of Certain Information by Reference

All reports filed or caused to be filed by the depositor with respect to the issuing entity before the termination of this offering pursuant to Section 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934, as amended, that relate to the Offered Certificates (other than Annual Reports on Form 10-K) will be deemed to be incorporated by reference into this prospectus, except that if a Non-Serviced PSA is entered into after termination of this offering, any Current Report on Form 8-K filed after termination of this offering that includes as an exhibit such Non-Serviced PSA will be deemed to be incorporated by reference into this prospectus.

In addition, the following disclosures filed by the depositor on or prior to the date of the filing of this prospectus are hereby incorporated by reference into this prospectus:  the disclosures with respect to the mortgage loans filed as exhibits to Form ABS-EE in accordance with Items 601(b)(102) and Item 601(b)(103) of Regulation S-K (17 C.F.R. §§601(b)(102) and 601(b)(103)).

The depositor will provide or cause to be provided without charge to each person to whom this prospectus is delivered in connection with this offering (including beneficial owners of the Offered Certificates), upon written or oral request of that person, a copy of any or all documents or reports incorporated in this prospectus by reference, in each case to the extent the documents or reports relate to the Offered Certificates, other than the exhibits to those documents (unless the exhibits are specifically incorporated by reference in those documents). Requests to the depositor should be directed in writing to its principal executive offices at 1585 Broadway, New York, New York 10036, or by telephone at (212) 761-4000.

Where You Can Find More Information

The depositor has filed a Registration Statement on Form SF-3 (SEC File No. 333-206582) (the “Registration Statement”) relating to multiple series of CMBS, including the Offered Certificates, with the SEC. This prospectus will form a part of the Registration Statement, but the Registration Statement includes additional information. Copies of the Registration Statement and other materials filed with or furnished to the SEC, including

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Distribution Reports on Form 10-D, Annual Reports on Form 10-K, Current Reports on Form 8-K, Forms ABS-15G, Form ABS-EE and any amendments to these reports may be read and copied at the Public Reference Section of the SEC, 100 F Street N.W., Washington, D.C. 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Information regarding the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site at “http://www.sec.gov” at which you can view and download copies of reports, proxy and information statements and other information filed or furnished electronically through the Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system. The SEC maintains computer terminals providing access to the EDGAR system at each of the offices referred to above.

The depositor has met the registrant requirements of Section I.A.1. of the General Instructions to the Registration Statement.

Copies of all reports of the issuing entity on Forms ABS-EE, 10-D, 10-K and 8-K will also be made available on the website of the certificate administrator as soon as reasonably practicable after these materials are electronically filed with or furnished to the SEC through the EDGAR system.

Financial Information

The issuing entity will be newly formed and will not have engaged in any business activities or have any assets or obligations prior to the issuance of the Offered Certificates. Accordingly, no financial statements with respect to the issuing entity are included in this prospectus.

The depositor has determined that its financial statements will not be material to the offering of the Offered Certificates.

Certain ERISA Considerations

General

The Employee Retirement Income Security Act of 1974, as amended, or ERISA, and Code Section 4975 impose certain requirements on retirement plans, and on certain other employee benefit plans and arrangements, including individual retirement accounts and annuities, Keogh plans, collective investment funds, insurance company separate accounts and some insurance company general accounts in which those plans, accounts or arrangements are invested that are subject to the fiduciary responsibility provisions of ERISA or Code Section 4975 (all of which are referred to as “Plans”), and on persons who are fiduciaries with respect to Plans, in connection with the investment of Plan assets. Certain employee benefit plans, such as governmental plans (as defined in ERISA Section 3(32)), and, if no election has been made under Code Section 410(d), church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA requirements. However, those plans may be subject to the provisions of other applicable federal, state or local law (“Similar Law”) materially similar to the foregoing provisions of ERISA or the Code. Moreover, those plans, if qualified and exempt from taxation under Code Sections 401(a) and 501(a), are subject to the prohibited transaction rules set forth in Code Section 503.

ERISA generally imposes on Plan fiduciaries certain general fiduciary requirements, including those of investment prudence and diversification and the requirement that a Plan’s investments be made in accordance with the documents governing the Plan. In addition,

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ERISA and the Code prohibit a broad range of transactions involving assets of a Plan and persons (“Parties in Interest”) who have certain specified relationships to the Plan, unless a statutory, regulatory or administrative exemption is available. Certain Parties in Interest that participate in a prohibited transaction may be subject to an excise tax imposed pursuant to Code Section 4975, unless a statutory, regulatory or administrative exemption is available. These prohibited transactions generally are set forth in Section 406 of ERISA and Code Section 4975. Special caution should be exercised before the assets of a Plan are used to purchase an Offered Certificate if, with respect to those assets, the depositor, any servicer or the trustee or any of their affiliates, either: (a) has investment discretion with respect to the investment of those assets of that Plan; or (b) has authority or responsibility to give, or regularly gives, investment advice with respect to those assets for a fee and pursuant to an agreement or understanding that the advice will serve as a primary basis for investment decisions with respect to those assets and that the advice will be based on the particular investment needs of the Plan; or (c) is an employer maintaining or contributing to the Plan.

Before purchasing any Offered Certificates with Plan assets, a Plan fiduciary should consult with its counsel and determine whether there exists any prohibition to that purchase under the requirements of ERISA or Code Section 4975, whether any prohibited transaction class exemption or any individual administrative prohibited transaction exemption (as described below) applies, including whether the appropriate conditions set forth in those exemptions would be met, or whether any statutory prohibited transaction exemption is applicable. Fiduciaries of plans subject to a Similar Law should consider the need for, and the availability of, an exemption under such applicable Similar Law.

Plan Asset Regulations

A Plan’s investment in Offered Certificates may cause the assets of the issuing entity to be deemed Plan assets. Section 2510.3-101 of the regulations of the United States Department of Labor (“DOL”), as modified by Section 3(42) of ERISA, provides that when a Plan acquires an equity interest in an entity, the Plan’s assets include both the equity interest and an undivided interest in each of the underlying assets of the entity, unless certain exceptions not applicable to this discussion apply, or unless the equity participation in the entity by “benefit plan investors” (that is, Plans and entities whose underlying assets include plan assets) is not “significant”. For this purpose, in general, equity participation in an entity will be “significant” on any date if, immediately after the most recent acquisition of any certificate, 25% or more of any class of certificates is held by benefit plan investors.

In general, any person who has discretionary authority or control respecting the management or disposition of Plan assets, and any person who provides investment advice with respect to those assets for a fee, is a fiduciary of the investing Plan. If the assets of the issuing entity constitute Plan assets, then any party exercising management or discretionary control regarding those assets, such as a master servicer, a special servicer or any sub-servicer, may be deemed to be a Plan “fiduciary” with respect to the investing Plan, and thus subject to the fiduciary responsibility provisions and prohibited transaction provisions of ERISA and Code Section 4975. In addition, if the assets of the issuing entity constitute Plan assets, the purchase of Offered Certificates by a Plan, as well as the operation of the issuing entity, may constitute or involve a prohibited transaction under ERISA or the Code.

Administrative Exemptions

The U.S. Department of Labor has issued to the predecessor of Morgan Stanley & Co. LLC, PTE 90-24, 55 Fed. Reg. 20,548 (May 17, 1990), to the predecessor of Merrill Lynch,

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Pierce, Fenner & Smith Incorporated, PTE 93-31, 58 Fed. Reg. 28,620 (May 14, 1993), and to the predecessor of Wells Fargo Securities, LLC, Prohibited Transaction Exemption (“PTE”) 96-22, 61 Fed. Reg. 14,828 (April 3, 1996), each as amended by PTE 97-34, 62 Fed. Reg. 39,021 (July 21, 1997), PTE 2000-58, 65 Fed. Reg. 67,765 (November 13, 2000), PTE 2002-41, 67 Fed. Reg. 54,487 (August 22, 2002), PTE 2007-05, 72 Fed. Reg. 13,130 (March 20, 2007) and PTE 2013-08, 78 Fed. Reg. 41,090 (July 9, 2013) (collectively, the “Exemption”). The Exemption generally exempts from the application of the prohibited transaction provisions of Sections 406 and 407 of ERISA, and the excise taxes imposed on prohibited transactions pursuant to Code Sections 4975(a) and (b), certain transactions, among others, relating to the servicing and operation of pools of mortgage loans, such as the pool of mortgage loans held by the issuing entity, and the purchase, sale and holding of mortgage pass-through certificates, such as the Offered Certificates, underwritten by Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated,providedthat certain conditions set forth in the Exemption are satisfied. The depositor expects that the Exemption generally will apply to the Offered Certificates.

The Exemption sets forth 5 general conditions that must be satisfied for a transaction involving the purchase, sale and holding of the Offered Certificates to be eligible for exemptive relief. First, the acquisition of the Offered Certificates by a Plan must be on terms (including the price paid for the Offered Certificates) that are at least as favorable to the Plan as they would be in an arm’s-length transaction with an unrelated party. Second, the Offered Certificates at the time of acquisition by the Plan must be rated in one of the four highest generic rating categories by at least one NRSRO that meets the requirements of the Exemption (an “Exemption Rating Agency”). Third, the trustee cannot be an affiliate of any other member of the Restricted Group other than an underwriter. The “Restricted Group” consists of any underwriter, the depositor, the trustee, each master servicer, each special servicer, any sub-servicer, any entity that provides insurance or other credit support to the issuing entity and any borrower with respect to mortgage loans constituting more than 5% of the aggregate unamortized principal balance of the mortgage loans as of the date of initial issuance of the Offered Certificates, and any affiliate of any of the foregoing entities. Fourth, the sum of all payments made to and retained by the underwriters must represent not more than reasonable compensation for underwriting the Offered Certificates, the sum of all payments made to and retained by the depositor pursuant to the assignment of the mortgage loans to the issuing entity must represent not more than the fair market value of the mortgage loans and the sum of all payments made to and retained by the master servicers, the special servicers and any sub-servicer must represent not more than reasonable compensation for that person’s services under the PSA and reimbursement of the person’s reasonable expenses in connection therewith. Fifth, the investing Plan must be an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act.

It is a condition of the issuance of the Offered Certificates that they have the ratings described above required by the Exemption and the depositor believes that each of the Rating Agencies qualifies as an Exemption Rating Agency. Consequently, the second general condition set forth above will be satisfied with respect to the Offered Certificates as of the Closing Date. As of the Closing Date, the third general condition set forth above will be satisfied with respect to the Offered Certificates. In addition, the depositor believes that the fourth general condition set forth above will be satisfied with respect to the Offered Certificates. A fiduciary of a Plan contemplating purchasing an Offered Certificate in the secondary market must make its own determination that, at the time of purchase, the Offered Certificates continue to satisfy the second general condition set forth above. A fiduciary of a Plan contemplating purchasing an Offered Certificate, whether in the initial issuance of the Offered Certificates or in the secondary market, must make its own

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determination that the first and fifth general conditions set forth above will be satisfied with respect to the related Offered Certificate.

The Exemption also requires that the issuing entity meet the following requirements: (1) the issuing entity must consist solely of assets of the type that have been included in other investment pools; (2) certificates in those other investment pools must have been rated in one of the four highest categories by at least one of the Exemption Rating Agencies for at least one year prior to the Plan’s acquisition of Offered Certificates; and (3) certificates in those other investment pools must have been purchased by investors other than Plans for at least one year prior to any Plan’s acquisition of Offered Certificates.

The depositor believes that the conditions to the applicability of the Exemption will generally be met with respect to the Offered Certificates, other than those conditions which are dependent on facts unknown to the depositor or which it cannot control, such as those relating to the circumstances of the Plan purchaser or the Plan fiduciary making the decision to purchase any such Offered Certificates.

If the general conditions of the Exemption are satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(a) and 407(a) of ERISA (as well as the excise taxes imposed by Code Sections 4975(a) and (b) by reason of Code Sections 4975(c)(1)(A) through (D)) in connection with (1) the direct or indirect sale, exchange or transfer of Offered Certificates in the initial issuance of certificates between the depositor or the underwriters and a Plan when the depositor, any of the underwriters, the trustee, either master servicer, either special servicer, a sub-servicer or a borrower is a party in interest with respect to the investing Plan, (2) the direct or indirect acquisition or disposition in the secondary market of the Offered Certificates by a Plan and (3) the holding of Offered Certificates by a Plan. However, no exemption is provided from the restrictions of Sections 406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of an Offered Certificate on behalf of an “Excluded Plan” by any person who has discretionary authority or renders investment advice with respect to the assets of the Excluded Plan. For purposes of this prospectus, an “Excluded Plan” is a Plan sponsored by any member of the Restricted Group.

If certain specific conditions of the Exemption are also satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(b)(1) and (b)(2) of ERISA and the taxes imposed by Code Section 4975(c)(1)(E) in connection with (1) the direct or indirect sale, exchange or transfer of Offered Certificates in the initial issuance of certificates between the depositor or the underwriters and a Plan when the person who has discretionary authority or renders investment advice with respect to the investment of Plan assets in those certificates is (a) a borrower with respect to 5% or less of the fair market value of the mortgage loans or (b) an affiliate of that person, (2) the direct or indirect acquisition or disposition in the secondary market of Offered Certificates by a Plan and (3) the holding of Offered Certificates by a Plan.

Further, if certain specific conditions of the Exemption are satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(a), 406(b) and 407(a) of ERISA, and the taxes imposed by Code Sections 4975(a) and (b) by reason of Code Section 4975(c) for transactions in connection with the servicing, management and operation of the pool of mortgage loans.

In addition, each beneficial owner of an Offered Certificate or any interest therein that is a Plan, including any fiduciary purchasing Offered Certificates on behalf of a Plan (“Plan Fiduciary”) will be deemed to have represented by its acquisition of such Offered Certificates that:

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(1) none of the depositor, the issuing entity, any underwriter, the trustee, any master servicer, any special servicer, the certificate administrator, the operating advisor, the asset representations reviewer or any of their respective affiliated entities (the “Transaction Parties”), has provided or will provide advice with respect to the acquisition of Offered Certificates by the Plan, other than to the Plan Fiduciary which is independent of the Transaction Parties, and the Plan Fiduciary either: (a) is a bank as defined in Section 202 of the Investment Advisers Act of 1940 (the “Advisers Act”), or similar institution that is regulated and supervised and subject to periodic examination by a State or Federal agency; (b) is an insurance carrier which is qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of assets of a Plan; (c) is an investment adviser registered under the Advisers Act, or, if not registered an as investment adviser under the Advisers Act by reason of paragraph (1) of Section 203A of the Advisers Act, is registered as an investment adviser under the laws of the state in which it maintains its principal office and place of business; (d) is a broker-dealer registered under the Securities Exchange Act of 1934, as amended; or (e) has, and at all times that the Plan is invested in the Offered Certificates, will have, total assets of at least U.S. $50,000,000 under its management or control (provided that this clause (e) shall not be satisfied if the Plan Fiduciary is either (i) the owner or a relative of the owner of an investing individual retirement account or (ii) a participant or beneficiary of the Plan investing in the Offered Certificates in such capacity);

(2) the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment strategies, including the acquisition by the Plan of Offered Certificates;

(3) the Plan Fiduciary is a “fiduciary” with respect to the Plan within the meaning of Section 3(21) of ERISA, Section 4975 of the Code, or both, and is responsible for exercising independent judgment in evaluating the Plan’s acquisition of the Offered Certificates;

(4) none of the Transaction Parties has exercised any authority to cause the Plan to invest in the Offered Certificates or to negotiate the terms of the Plan’s investment in the Offered Certificates or received a fee or other compensation from the Plan or Plan Fiduciary for the provision of investment advice in connection with the acquisition by the Plan of the Offered Certificates; and

(5) the Plan Fiduciary has been informed by the Transaction Parties: (a) that none of the Transaction Parties is undertaking to provide impartial investment advice or to give advice in a fiduciary capacity, and that no such entity has given investment advice or otherwise made a recommendation, in connection with the Plan’s acquisition of the Offered Certificates; and (b) of the existence and nature of the Transaction Parties financial interests in the Plan’s acquisition of the Offered Certificates, as described in this Prospectus.

The above representations are intended to comply with the DOL’s Reg. Sections 29 C.F.R. 2510.3-21(a) and (c)(1) as promulgated on April 8, 2016 (81 Fed. Reg. 20,997). If these regulations are revoked, repealed or no longer effective, these representations shall be deemed to be no longer in effect.

None of the Transaction Parties is undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the acquisition of any Offered Certificates by any Plan.

A fiduciary of a Plan should consult with its counsel with respect to the applicability of the Exemption. The fiduciary of a plan not subject to ERISA or Code Section 4975, such as a governmental plan, should determine the need for and availability of exemptive relief

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under applicable Similar Law. A purchaser of an Offered Certificate should be aware, however, that even if the conditions specified in one or more exemptions are satisfied, the scope of relief provided by an exemption may not cover all acts which might be construed as prohibited transactions.

Insurance Company General Accounts

Sections I and III of Prohibited Transaction Class Exemption (“PTCE”) 95-60 exempt from the application of the prohibited transaction provisions of Sections 406(a), 406(b) and 407(a) of ERISA and Code Section 4975 transactions in connection with the acquisition of a security (such as a certificate issued by the issuing entity) as well as the servicing, management and operation of a trust (such as the issuing entity) in which an insurance company general account has an interest as a result of its acquisition of certificates issued by the issuing entity,provided that certain conditions are satisfied. If these conditions are met, insurance company general accounts investing assets that are treated as assets of Plans would be allowed to purchase certain classes of certificates which do not meet the ratings requirements of the Exemption. All other conditions of the Exemption would have to be satisfied in order for PTCE 95-60 to be available. Before purchasing any class of Offered Certificates, an insurance company general account seeking to rely on Sections I and III of PTCE 95-60 should itself confirm that all applicable conditions and other requirements have been satisfied.

Section 401(c) of ERISA provides certain exemptive relief from the provisions of Part 4 of Title I of ERISA and Code Section 4975, including the prohibited transaction restrictions imposed by ERISA and the related excise taxes imposed by the Code, for transactions involving an insurance company general account. Pursuant to Section 401(c) of ERISA, the DOL issued regulations (“401(c) Regulations”), generally effective July 5, 2001, to provide guidance for the purpose of determining, in cases where insurance policies supported by an insurance company’s general account are issued to or for the benefit of a Plan on or before December 31, 1998, which general account assets constitute Plan assets. Any assets of an insurance company general account which support insurance policies issued to a Plan after December 31, 1998 or issued to Plans on or before December 31, 1998 for which the insurance company does not comply with the 401(c) Regulations may be treated as Plan assets. In addition, because Section 401(c) of ERISA does not relate to insurance company separate accounts, separate account assets are still generally treated as Plan assets of any Plan invested in that separate account. Insurance companies contemplating the investment of general account assets in the Offered Certificates should consult with their counsel with respect to the applicability of Section 401(c) of ERISA.

Due to the complexity of these rules and the penalties imposed upon persons involved in prohibited transactions, it is particularly important that potential investors who are Plan fiduciaries or who are investing Plan assets consult with their counsel regarding the consequences under ERISA and the Code of their acquisition and ownership of certificates.

THE SALE OF OFFERED CERTIFICATES TO A PLAN IS IN NO RESPECT A REPRESENTATION BY THE DEPOSITOR OR ANY OF THE UNDERWRITERS THAT THIS INVESTMENT MEETS ANY RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY PLANS GENERALLY OR ANY PARTICULAR PLAN, OR THAT THIS INVESTMENT IS APPROPRIATE FOR PLANS GENERALLY OR ANY PARTICULAR PLAN.

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Legal Investment

None of the classes of Offered Certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended (“SMMEA”).

The appropriate characterization of the Offered Certificates under various legal investment restrictions, and thus the ability of investors subject to those restrictions to purchase the Offered Certificates, are subject to significant interpretive uncertainties.

We make no representation as to the proper characterization of the Offered Certificates for legal investment, financial institution regulatory, or other purposes, or as to the ability of particular investors to purchase any Offered Certificates under applicable legal investment restrictions. Further, any rating of a class of certificates below an “investment grade” rating (i.e., lower than the top four rating categories) by a Rating Agency or another NRSRO, whether initially or as a result of a ratings downgrade, may adversely affect the ability of an investor to purchase or retain, or otherwise impact the liquidity, market value, and regulatory characteristics of, that class. The uncertainties described above (and any unfavorable future determinations concerning the legal investment or financial institution regulatory characteristics of the Offered Certificates) may adversely affect the liquidity and market value of the Offered Certificates.

Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities, should consult with their own legal advisors in determining whether and to what extent the Offered Certificates constitute legal investments or are subject to investment, capital, or other regulatory restrictions.

The issuing entity will not be registered under the Investment Company Act of 1940, as amended. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended contained in Section 3(c)(5) of the Investment Company Act of 1940, as amended, or Rule 3a-7 under the Investment Company Act of 1940, as amended, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity will not be relying upon Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940, as amended, as a basis for not registering under the Investment Company Act. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act.

Legal Matters

The validity of the Offered Certificates and certain federal income tax matters will be passed upon for the depositor by Sidley AustinLLP, New York, New York, and certain other legal matters will be passed upon for the underwriters by Cadwalader, Wickersham & Taft LLP, Charlotte, North Carolina.

Ratings

It is a condition to their issuance that the Offered Certificates (other than the Class X-B, Class B and Class C certificates) receive investment grade credit ratings from each of the three Rating Agencies engaged by the depositor to rate the Offered Certificates, and it is a condition to their issuance that the Class X-B, Class B and Class C certificates receive

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investment grade credit ratings from the two Rating Agencies engaged by the depositor to rate such Offered Certificates.

We are not obligated to maintain any particular rating with respect to any class of Offered Certificates. Changes affecting the Mortgaged Properties, the parties to the PSA or another person may have an adverse effect on the ratings of the Offered Certificates, and thus on the liquidity, market value and regulatory characteristics of the Offered Certificates, although such adverse changes would not necessarily be an event of default under the related Mortgage Loan.

The ratings address the likelihood of full and timely receipt by the Certificateholders of all distributions of interest at the applicable Pass-Through Rate on the Offered Certificates to which they are entitled on each Distribution Date and the ultimate payment in full of the Certificate Balance of each class of Offered Certificates on a date that it not later than the Rated Final Distribution Date with respect to such class of certificates. The Rated Final Distribution Date will be the Distribution Date in March 2061. See “Yield and Maturity Considerations” and “Pooling and Servicing Agreement—Advances”. Any ratings of each Offered Certificates should be evaluated independently from similar ratings on other types of securities.

The ratings are not a recommendation to buy, sell or hold securities, a measure of asset value or an indication of the suitability of an investment, and may be subject to revision or withdrawal at any time by any Rating Agency. In addition, these ratings do not address: (a) the likelihood, timing, or frequency of prepayments (both voluntary and involuntary) and their impact on interest payments or the degree to which such prepayments might differ from those originally anticipated, (b) the possibility that a Certificateholder might suffer a lower than anticipated yield, (c) the likelihood of receipt of Yield Maintenance Charges, prepayment charges, Prepayment Premiums, prepayment fees or penalties, default interest or post-anticipated repayment date additional interest, (d) the likelihood of experiencing any Prepayment Interest Shortfalls, an assessment of whether or to what extent the interest payable on any class of Offered Certificates may be reduced in connection with any Prepayment Interest Shortfalls, or of receiving Compensating Interest Payments, (e) the tax treatment of the Offered Certificates or effect of taxes on the payments received, (f) the likelihood or willingness of the parties to the respective documents to meet their contractual obligations or the likelihood or willingness of any party or court to enforce, or hold enforceable, the documents in whole or in part, (g) an assessment of the yield to maturity that investors may experience, (h) the likelihood, timing or receipt of any payments of interest to the holders of the Offered Certificates resulting from an increase in the interest rate on any Mortgage Loan in connection with a Mortgage Loan modification, waiver or amendment, (i) Excess Interest, or (j) other non-credit risks, including, without limitation, market risks or liquidity.

The ratings take into consideration the credit quality of the underlying Mortgaged Properties and the Mortgage Loans, structural and legal aspects associated with the Offered Certificates, and the extent to which the payment stream of the Mortgage Loans is adequate to make payments required under the Offered Certificates. However, as noted above, the ratings do not represent an assessment of the likelihood, timing or frequency of principal prepayments (both voluntary and involuntary) by the borrowers, or the degree to which such prepayments might differ from those originally anticipated. In general, the ratings address credit risk and not prepayment risk. Ratings are forward-looking opinions about credit risk and express an agency’s opinion about the ability and willingness of an issuer of securities to meet its financial obligations in full and on time. Ratings are not indications of investment merit. In addition, the ratings do not represent an assessment of the yield to maturity that investors may experience or the possibility that investors might not fully

577

recover their initial investment in the event of delinquencies or defaults or rapid prepayments on the Mortgage Loans (including both voluntary and involuntary prepayments) or the application of any Realized Losses. In the event that holders of such certificates do not fully recover their investment as a result of rapid principal prepayments on the Mortgage Loans, all amounts “due” to such holders will nevertheless have been paid, and such result is consistent with the ratings assigned to such certificates. As indicated in this prospectus, holders of the certificates with Notional Amounts are entitled only to payments of interest on the related Mortgage Loans. If the Mortgage Loans were to prepay in the initial month, with the result that the holders of the certificates with Notional Amounts receive only a single month’s interest and therefore, suffer a nearly complete loss of their investment, all amounts “due” to such holders will nevertheless have been paid, and such result is consistent with the rating received on those certificates. The Notional Amounts of the certificates with Notional Amounts on which interest is calculated may be reduced by the allocation of Realized Losses and prepayments, whether voluntary or involuntary. The ratings do not address the timing or magnitude of reductions of such Notional Amount, but only the obligation to pay interest timely on the Notional Amount, as so reduced from time to time. Therefore, the ratings of the certificates with Notional Amounts should be evaluated independently from similar ratings on other types of securities. See “Risk Factors—Other Risks Relating to the Certificates—Your Yield May Be Affected by Defaults, Prepayments and Other Factors” and “Yield and Maturity Considerations”.

Although the depositor will prepay fees for ongoing rating surveillance by certain of the Rating Agencies, the depositor has no obligation or ability to ensure that any Rating Agency performs ratings surveillance. In addition, a Rating Agency may cease ratings surveillance if the information furnished to that Rating Agency is insufficient to allow it to perform surveillance.

Any of the three NRSROs that we hired may issue unsolicited credit ratings on one or more classes of certificates that we did not hire it to rate. Additionally, other NRSROs that we have not engaged to rate the Offered Certificates may nevertheless issue unsolicited credit ratings on one or more Classes of Offered Certificates relying on information they receive pursuant to Rule 17g-5 or otherwise. If any such unsolicited ratings are issued, we cannot assure you that they will not be different from those ratings assigned by the Rating Agencies. The issuance of unsolicited ratings of a Class of the Offered Certificates that are lower than the ratings assigned by the Rating Agencies may adversely impact the liquidity, market value and regulatory characteristics of that class. As part of the process of obtaining ratings for the Offered Certificates, the depositor had initial discussions with and submitted certain materials to six NRSROs. Based on final feedback from those six NRSROs at that time, the depositor hired the Rating Agencies to rate the Offered Certificates and not the other three NRSROs due, in part, to those NRSROs’ initial subordination levels for the various Classes of Offered Certificates. Had the depositor selected such other NRSROs to rate the Offered Certificates, we cannot assure you as to the ratings that such other NRSROs would ultimately have assigned to the Certificates. In the case of one NRSRO hired by the depositor, the depositor only requested ratings for certain Classes of rated Offered Certificates, due in part to the final subordination levels provided by that NRSRO for the Classes of Offered Certificates. If the depositor had selected that NRSRO to rate the Classes of Offered Certificates not rated by it, the ratings on those other Offered Certificates may have been different, and potentially lower, than those ratings ultimately assigned to those certificates by the other two NRSROs hired by the depositor. Although unsolicited ratings may be issued by any NRSRO, an NRSRO might be more likely to issue an unsolicited rating if it was not selected after having provided preliminary feedback to the depositor.

578

Index of Defined Terms

17g-5 Information Provider	363
1986 Act	553
1996 Act	530
2015 Budget Act	564
30/360 Basis	405
401(c) Regulations	575
AB Modified Loan	419
Accelerated Mezzanine Loan Lender	356
Acceptable Insurance Default	424
Acting General Counsel’s Letter	156
Actual/360 Basis	206
Actual/360 Loans	391
ADA	533
Additional Exclusions	424
Administrative Cost Rate	338
ADR	161
Advances	386
Advisers Act	574
Affected Investor	138
Affiliated Competing Property	183
Affirmative Asset Review Vote	472
Aggregate Available Funds	332
Aggregate Excess Prepayment Interest Shortfall	349
Aggregate Gain-on-Sale Entitlement Amount	333
Aggregate Principal Distribution Amount	339
Allocated Appraisal Reduction Amount	416
Allocated Collateral Deficiency Amount	420
Allocated Cumulative Appraisal Reduction Amount	416
Annual Debt Service	161
Anticipated Repayment Date	206
Appraisal Institute	261
Appraisal Reduction Amount	414
Appraisal Reduction Event	414
Appraised Value	161
Appraised-Out Class	421
ARD	217
ARD Loan	206
Assessment of Compliance	508
Asset Representations Reviewer Asset Review Fee	413
Asset Representations Reviewer Fee	412

Asset Representations Reviewer Fee Rate	412
Asset Representations Reviewer Termination Event	477
Asset Representations Reviewer Upfront Fee	412
Asset Review	474
Asset Review Notice	473
Asset Review Quorum	473
Asset Review Report	475
Asset Review Report Summary	475
Asset Review Standard	474
Asset Review Trigger	471
Asset Review Vote Election	472
Asset Status Report	439
Assumed Final Distribution Date	347
Assumed Scheduled Payment	340
ASTM	191
Attestation Report	508
Available Funds	333
Balloon Balance	162
Balloon or ARD LTV Ratio	166
Balloon or ARD Payment	167
BAMLCM	282
BANA Qualification Criteria	279
BANK 2018-BNK10 PSA	226
Bank of America	269
Bank of America Data File	278
Bank of America Guidelines	271
Bank of America Securitization Database	277
Bankruptcy Code	523
Base Interest Fraction	346
Beds	174
Borrower Party	356
Borrower Party Affiliate	356
Breach Notice	375
C(WUMP)O	18
Cash Flow Analysis	163
CERCLA	530
Certificate Administrator/Trustee Fee	411
Certificate Administrator/Trustee Fee Rate	411
Certificate Balance	330
Certificate Owners	366
Certificateholder	357
Certificateholder Quorum	481
Certificateholder Repurchase Request	493

579

Certifying Certificateholder	368
CGCMT 2018-B2 PSA	227
Class A Certificates	330
Class A-SB Planned Principal Balance	340
Class X Certificates	330
Clearstream	365
Clearstream Participants	367
Closing Date	160, 258
CMBS	61
CMMBS	318
Code	550
Collateral Deficiency Amount	419
Collection Account	390
Collection Period	333
Communication Request	369
Companion Distribution Account	391
Companion Holder	226
Companion Holders	226
Companion Loans	158
Compensating Interest Payment	348
Constant Prepayment Rate	541
Consultation Termination Event	458
Contraction Fee	198
Control Appraisal Period	227
Control Eligible Certificates	450
Control Note	227
Control Termination Event	457
Controlling Class	450
Controlling Class Certificateholder	450
Controlling Holder	227
Corrected Loan	438
CPP	541
CPR	541
CPY	541
CRE Loans	266, 293
CREC	192
Credit Risk Retention Rules	326
CREFC®	353
CREFC® Intellectual Property Royalty License Fee	413
CREFC® Intellectual Property Royalty License Fee Rate	414
CREFC® Reports	353
Cross-Collateralized Mortgage Loan Repurchase Criteria	377
Cross-Over Date	336
Cumulative Appraisal Reduction Amount	419, 420
Cure/Contest Period	475
Custodian	308
Cut-off Date	158
Cut-off Date Balance	164

Cut-off Date Loan-to-Value Ratio	164
Cut-off Date LTV Ratio	164
Debt Service Coverage Ratio	165
DEF(#)	168
DEF/@(#)	169
DEF/YM(#)	169
DEF/YM@%(#)	169
Defaulted Loan	445
Defeasance Deposit	211
Defeasance Loans	211
Defeasance Lock-Out Period	211
Defeasance Option	211
Definitive Certificate	364
Delinquent Loan	472
Demand Entities	282, 294
Depositories	365
Determination Date	331
Dexia	268
Diligence File	372
Directing Certificateholder	449
Disclosable Special Servicer Fees	411
Discount Rate	346
Dispute Resolution Consultation	496
Dispute Resolution Cut-off Date	495
Distribution Accounts	391
Distribution Date	331
Distribution Date Statement	353
District Court	308
Dodd-Frank Act	136
DOL	571
DSCR	165
DTC	364
DTC Participants	365
DTC Rules	366
Due Date	205, 333
EDGAR	570
EEA	16
Effective Gross Income	163
Eligible Asset Representations Reviewer	476
Eligible Operating Advisor	466
Enforcing Party	493
Enforcing Servicer	493
ESA	191
EU Risk Retention and Due Diligence Requirements	138
EU Risk Retention Rules	139
Euroclear	365
Euroclear Operator	367
Euroclear Participants	367
Excess Interest	206, 331
Excess Interest Distribution Account	392

580

Excess Modification Fee Amount	406
Excess Modification Fees	404
Excess Prepayment Interest Shortfall	349
Exchange Act	257
Excluded Controlling Class Holder	355
Excluded Controlling Class Loan	356
Excluded Information	356
Excluded Loan	356
Excluded Plan	573
Excluded Special Servicer	482
Excluded Special Servicer Loan	481
Exemption	572
Exemption Rating Agency	572
FATCA	562
FDIA	155
FDIC	155
Federal Court Complaint	308
FIEL	20
Final Asset Status Report	462
Final Dispute Resolution Election Notice	496
Financial Promotion Order	17
FINRA	568
FIRREA	156
Fitch	312, 506
FPO Persons	17
FSMA	569
Gain-on-Sale Remittance Amount	333
Gain-on-Sale Reserve Account	392
Garn Act	531
GLA	166
Government Securities	208
Grantor Trust	331, 550
GSMS 2018-GS9 PSA	227
IDOT	108
Indirect Participants	365
Initial Pool Balance	158
Initial Rate	206
Initial Requesting Certificateholder	493
Initial Subordinate Companion Loan Holder	449
In-Place Cash Management	166
Insurance and Condemnation Proceeds	390
Insurance Mediation Directive	16
Intercreditor Agreement	226
Interest Accrual Amount	338
Interest Accrual Period	339
Interest Distribution Amount	338
Interest Reserve Account	391
Interest Shortfall	338
Interested Person	447

Investor Certification	356
IORPS	138
KBRA	506
Liquidation Fee	407
Liquidation Fee Rate	407
Liquidation Proceeds	390
LO(#)	168
Loan #58	268
Loan Per Unit	166
Loan-Specific Directing Certificateholder	449
Lock-out Period	208
Loss of Value Payment	378
Lower-Tier Regular Interests	550
Lower-Tier REMIC	331, 550
LTV Ratio	164
LTV Ratio at Maturity or Anticipated Repayment Date	166
LTV Ratio at Maturity or ARD	166
MAI	379
Major Decision	451
MAS	19
Master Servicer Decision	427
Master Servicer Proposed Course of Action Notice	494
Material Defect	374
Maturity Date Balloon or ARD Payment	167
Midland	318
MiFID II	16
MLPA	369
Modification Fees	405
Moody’s	312
Morgan Stanley Bank	283
Morgan Stanley Group	283
Morgan Stanley Origination Entity	285
Morningstar	312
Mortgage	159
Mortgage File	370
Mortgage Loans	158
Mortgage Note	159
Mortgage Pool	158
Mortgage Rate	338
Mortgaged Property	159
MSMCH	283
MSMCH Data File	291
MSMCH Mortgage Loans	283
MSMCH Qualification Criteria	293
MSMCH Securitization Database	291
National Cooperative Bank, N.A. Data Tape	303
National Cooperative Bank, N.A. Deal Team	302

581

National Cooperative Bank, N.A. Mortgage Loans	297
Net Mortgage Rate	337
Net Operating Income	167
NFA	568
NFIP	97
NI 33-105	21
NOI Date	167
Non-Control Note	227
Non-Controlling Holder	227
Nonrecoverable Advance	387
Non-Retained Certificates	330
Non-Retained Percentage	328
Non-Serviced Certificate Administrator	227
Non-Serviced Companion Loan	49, 227
Non-Serviced Companion Loans	49
Non-Serviced Custodian	227
Non-Serviced Directing Certificateholder	227
Non-Serviced Master Servicer	227
Non-Serviced Mortgage Loan	49, 227
Non-Serviced Pari Passu Companion Loan	228
Non-Serviced Pari Passu Whole Loan	228
Non-Serviced Pari Passu-A/B Whole Loan	228
Non-Serviced PSA	228
Non-Serviced Securitization Trust	228
Non-Serviced Special Servicer	228
Non-Serviced Trustee	228
Non-Serviced Whole Loan	49, 228
Non-Specially Serviced Loan	454
Non-U.S. Person	562
Notional Amount	330
NRA	167
NRSRO	355
NRSRO Certification	358
NXS2 Special Servicer	268
O(#)	168
OCC	258, 269
Occupancy As Of Date	168
Occupancy Rate	167
OCHCA	192
Offered Certificates	330
OID Regulations	554
OLA	156
Operating Advisor Consulting Fee	412
Operating Advisor Expenses	412
Operating Advisor Fee	411
Operating Advisor Fee Rate	411
Operating Advisor Standard	464

Operating Advisor Termination Event	468
Operating Advisor Upfront Fee	411
Other Master Servicer	228
Other PSA	228
Other Special Servicer	228
P&I	316
P&I Advance	385
P&I Advance Date	385
Pads	174
Par Purchase Price	445
Pari Passu Companion Loans	158
Pari Passu Mortgage Loan	228
Park Bridge Financial	324
Park Bridge Lender Services	324
Participants	365
Parties in Interest	571
Pass-Through Rate	337
Patriot Act	534
PCIS Persons	17
Percentage Interest	331
Periodic Payments	332
Permitted Investments	332, 392
Permitted Special Servicer/Affiliate Fees	411
PIPs	192
PL	262
Plan Fiduciary	573
Plans	570
PML	262
PRC	18
Pre-2019 Securitizations	138
Preliminary Dispute Resolution Election Notice	495
Prepayment Assumption	555
Prepayment Interest Excess	348
Prepayment Interest Shortfall	348
Prepayment Premium	347
Prepayment Provisions	168
PRIIPS Regulation	16
Primary Collateral	378
Prime Rate	390
Principal Balance Certificates	330
Principal Distribution Amount	339
Principal Shortfall	340
Privileged Information	466
Privileged Information Exception	467
Privileged Person	354
Professional Investors	18
Prohibited Prepayment	349
Promotion of Collective Investment Schemes Exemptions Order	17

582

Proposed Course of Action	494
Proposed Course of Action Notice	494
Prospectus Directive	16
PSA	329
PSA Party Repurchase Request	493
PTCE	575
PTE	572
Purchase Price	378
Qualification Criteria	266
Qualified Investor	16
Qualified Replacement Special Servicer	482
Qualified Substitute Mortgage Loan	379
Qualifying CRE Loan Percentage	329
RAC No-Response Scenario	505
Rated Final Distribution Date	348
Rating Agencies	506
Rating Agency Confirmation	506
REA	72
Realized Loss	351
REC	191
Record Date	331
Registration Statement	569
Regular Certificates	330
Regular Interestholder	553
Regular Interests	550
Regulation AB	508
Reimbursement Rate	390
Related Proceeds	388
Release Date	211
Relevant Member State	16
Relevant Persons	17
Relief Act	533
Remaining Term to Maturity or ARD	169
REMIC	550
REMIC Regulations	550
REO Account	392
REO Loan	342
REO Property	438
Repurchase Request	493
Requesting Certificateholder	496
Requesting Holders	421
Requesting Investor	369
Requesting Party	505
Required Credit Risk Retention Percentage	329
Requirements	534
Residual Certificates	330
Resolution Failure	493
Resolved	494
Restricted Group	572

Restricted Party	467
Retained Certificate Available Funds	327
Retained Certificate Gain-on-Sale Remittance Amount	327
Retained Certificate Gain-on-Sale Reserve Account	392
Retained Certificate Interest Distribution Amount	328
Retained Certificate Principal Distribution Amount	328
Retaining Parties	326
Retaining Sponsor	326
Review Materials	473
Revised Rate	206
RevPAR	169
Risk Retention Allocation Percentage	328
Risk Retention Consultation Party	355
RMBS	308
Rooms	174
Royal Park	309
RR Interest	330
Rule 15Ga-1 Reporting Period	266
Rule 17g-5	358
S&P	312, 506
Scheduled Principal Distribution Amount	339
SEC	257
Securities Act	508
Securitization Accounts	329, 392
Securitization Regulation	138
SEL	262
Senior Certificates	330
Serviced A/B Whole Loan	228
Serviced Companion Loan	48, 229
Serviced Mortgage Loans	381
Serviced Pari Passu Companion Loan	229
Serviced Pari Passu Companion Loan Securities	486
Serviced Pari Passu Mortgage Loan	229
Serviced Pari Passu Whole Loan	229
Serviced Subordinate Companion Loan	229
Serviced Whole Loan	48, 49, 229
Servicer Termination Event	484
Servicing Advances	386
Servicing Fee	402
Servicing Fee Rate	402
Servicing Shift Master Servicer	49
Servicing Shift Mortgage Loan	48, 229

583

Servicing Shift Pooling and Servicing Agreement	49
Servicing Shift PSA	229
Servicing Shift Securitization Date	49, 229
Servicing Shift Special Servicer	49
Servicing Shift Whole Loan	48, 229
Servicing Standard	384
SF	169
SFA	19
SFO	18
Similar Law	570
SIPC	568
SMMEA	576
Special Servicing Fee	406
Special Servicing Fee Rate	406
Specially Serviced Loans	435
Sq. Ft.	169
Square Feet	169
SSDS	192
Startup Day	551
State Court Complaint	309
Stated Principal Balance	341
Structured Product	18
Structuring Assumptions	541
Subject Loan	413
Subordinate Certificates	330
Subordinate Companion Loan	158, 229
Subordinate LOC	84, 177
Sub-Servicing Agreement	385
T-12	169
Tax Cuts and Jobs Act	553
Term to Maturity	169
Termination Purchase Amount	510
Terms and Conditions	367
Tests	474
The Gateway A Notes	248
The Gateway B Notes	248
The Gateway C Notes	248
The Gateway Companion Loans	248
The Gateway Intercreditor Agreement	249
The Gateway Mortgage Loan	248
The Gateway Noteholders	249
The Gateway Senior Pari Passu Companion Loans	248
The Gateway Servicer	249
The Gateway Special Servicer	249
The Gateway Subordinate Companion Loans	248
The Gateway Triggering Event of Default	249
The Gateway Trustee	249
The Gateway Whole Loan	248

Title V	532
Total Operating Expenses	163
Transaction Parties	574
TRIPRA	98
Trust	305
Trust REMICs	331, 550
TTM	169
U.S. Bank	268
U.S. Person	561
U/W DSCR	165
U/W Expenses	169
U/W NCF	170
U/W NCF Debt Yield	173
U/W NCF DSCR	165, 172
U/W NOI	173
U/W NOI Debt Yield	174
U/W NOI DSCR	173
U/W Revenues	174
UCC	518
UCITS	138
Uncovered Amount	395
Underwriter Entities	124
Underwriting Agreement	565
Underwritten Debt Service Coverage Ratio	165
Underwritten Expenses	169
Underwritten NCF	170
Underwritten NCF Debt Yield	173
Underwritten Net Cash Flow	170
Underwritten Net Cash Flow Debt Service Coverage Ratio	172
Underwritten Net Operating Income	173
Underwritten Net Operating Income Debt Service Coverage Ratio	173
Underwritten NOI	173
Underwritten NOI Debt Yield	174
Underwritten Revenues	174
Units	174
Unscheduled Principal Distribution Amount	340
Unsolicited Information	474
UPB	316
Upper-Tier REMIC	331, 550
Volcker Rule	137
Voting Rights	364
WAC Rate	337
Wachovia Bank	258
Weighted Average Mortgage Rate	175
Weighted Averages	175
Wells Fargo Bank	258
Wells Fargo Bank Data Tape	265

584

Wells Fargo Bank Deal Team	264
Whole Loan	158
Withheld Amounts	391
Workout Fee	406
Workout Fee Rate	406

Workout-Delayed Reimbursement Amount	390
WTNA	306
Yield Maintenance Charge	347
YM(#)	169
YM@(#)	169

585

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Annex A-1

CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS
AND MORTGAGED PROPERTIES

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Annex A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

Property Flag	Footnotes	Loan ID	Property Name	% of Initial Pool Balance	Mortgage Loan Originator(1)	Mortgage Loan Seller(1)	Original Balance	Cut-off Date Balance	Maturity/ARD Balance	Cut-off Date Balance per SF/ Units/Rooms/Pads	Loan Purpose
Loan	5, 8, 9	1	Twelve Oaks Mall	9.7%	WFB	WFB	$66,666,666	$66,593,280	$54,688,075	$278.72	Refinance
Loan	5, 6, 7, 9	2	Extra Space - TIAA Self Storage Portfolio	9.6%	BANA	BANA	$66,000,000	$66,000,000	$66,000,000	$141.82	Refinance
Property		2.01	Extra Space Washington	1.3%	BANA	BANA	$8,888,672	$8,888,672	$8,888,672
Property		2.02	Extra Space San Jose	0.6%	BANA	BANA	$4,310,175	$4,310,175	$4,310,175
Property		2.03	Extra Space San Diego	0.6%	BANA	BANA	$4,245,328	$4,245,328	$4,245,328
Property		2.04	Extra Space Panorama City	0.5%	BANA	BANA	$3,740,961	$3,740,961	$3,740,961
Property		2.05	Extra Space Norwalk	0.5%	BANA	BANA	$3,713,581	$3,713,581	$3,713,581
Property		2.06	Extra Space Miami East	0.5%	BANA	BANA	$3,494,830	$3,494,830	$3,494,830
Property		2.07	Extra Space Miami West	0.5%	BANA	BANA	$3,488,777	$3,488,777	$3,488,777
Property		2.08	Extra Space Palo Alto	0.5%	BANA	BANA	$3,130,533	$3,130,533	$3,130,533
Property		2.09	Extra Space Covina	0.4%	BANA	BANA	$3,066,262	$3,066,262	$3,066,262
Property		2.10	Extra Space Gaithersburg	0.4%	BANA	BANA	$2,791,886	$2,791,886	$2,791,886
Property		2.11	Extra Space Philadelphia	0.4%	BANA	BANA	$2,683,231	$2,683,231	$2,683,231
Property		2.12	Extra Space Westminster	0.4%	BANA	BANA	$2,637,118	$2,637,118	$2,637,118
Property		2.13	Extra Space Newark	0.3%	BANA	BANA	$2,361,301	$2,361,301	$2,361,301
Property		2.14	Extra Space Essex	0.3%	BANA	BANA	$2,145,432	$2,145,432	$2,145,432
Property		2.15	Extra Space New Bedford	0.3%	BANA	BANA	$2,079,432	$2,079,432	$2,079,432
Property		2.16	Extra Space Birmingham	0.3%	BANA	BANA	$2,073,668	$2,073,668	$2,073,668
Property		2.17	Extra Space Haverhill	0.3%	BANA	BANA	$1,987,205	$1,987,205	$1,987,205
Property		2.18	Extra Space Shrewsbury	0.3%	BANA	BANA	$1,868,463	$1,868,463	$1,868,463
Property		2.19	Extra Space Dallas	0.2%	BANA	BANA	$1,539,039	$1,539,039	$1,539,039
Property		2.20	Extra Space Enfield	0.2%	BANA	BANA	$1,415,397	$1,415,397	$1,415,397
Property		2.21	Extra Space San Diego Miramar	0.2%	BANA	BANA	$1,388,882	$1,388,882	$1,388,882
Property		2.22	Extra Space Shawnee	0.1%	BANA	BANA	$1,028,908	$1,028,908	$1,028,908
Property		2.23	Extra Space Overland Park	0.1%	BANA	BANA	$1,028,908	$1,028,908	$1,028,908
Property		2.24	Extra Space Tucson	0.1%	BANA	BANA	$892,009	$892,009	$892,009
Loan	5, 9, 16	3	Apple Campus 3	9.2%	WFB	WFB	$63,000,000	$63,000,000	$63,000,000	$385.20	Refinance
Loan	5, 9, 16	4	One Dulles Tower	9.2%	WFB	WFB	$63,000,000	$63,000,000	$63,000,000	$376.59	Acquisition
Loan	5	5	Airport Business Center	7.7%	WFB	WFB	$53,000,000	$53,000,000	$53,000,000	$128.14	Refinance
Loan	5, 6, 7, 9, 10	6	Northwest Hotel Portfolio	5.9%	WFB	WFB	$40,326,936	$40,326,936	$30,281,794	$138,411.07	Acquisition
Property		6.01	Hilton Garden Inn Bend	1.0%	WFB	WFB	$7,065,930	$7,065,930	$5,305,859
Property		6.02	Hampton Inn & Suites Bend	1.0%	WFB	WFB	$7,019,444	$7,019,444	$5,270,952
Property		6.03	Hilton Garden Inn Salt Lake City Downtown	1.0%	WFB	WFB	$6,787,012	$6,787,012	$5,096,417
Property		6.04	Hampton Inn & Suites Coeur d’Alene	1.0%	WFB	WFB	$6,740,525	$6,740,525	$5,061,510
Property		6.05	Hampton Inn & Suites Boise Spectrum	0.9%	WFB	WFB	$6,438,364	$6,438,364	$4,834,615
Property		6.06	La Quinta Inns & Suites Coeur d’Alene	0.5%	WFB	WFB	$3,254,047	$3,254,047	$2,443,488
Property		6.07	La Quinta Inns & Suites Twin Falls	0.4%	WFB	WFB	$3,021,615	$3,021,615	$2,268,953
Loan	5, 6	7	North Bay Portfolio	5.1%	BANA	BANA	$35,000,000	$35,000,000	$32,087,880	$105.43	Refinance
Property		7.01	Petaluma Business Center	2.0%	BANA	BANA	$14,080,925	$14,080,925	$12,909,344
Property		7.02	South Petaluma Business Center	1.7%	BANA	BANA	$11,895,954	$11,895,954	$10,906,170
Property		7.03	Lakeville Business Center	1.3%	BANA	BANA	$9,023,121	$9,023,121	$8,272,367
Loan		8	Prescott Valley Crossroads	4.7%	BANA	BANA	$32,010,000	$32,010,000	$28,295,265	$127.45	Refinance
Loan	6	9	WMC Portfolio	4.3%	MSBNA	MSMCH	$29,812,500	$29,812,500	$25,641,468	$112.62	Refinance
Property		9.01	Oak Summit	2.3%	MSBNA	MSMCH	$16,067,290	$16,067,290	$13,819,334
Property		9.02	Wytheville Commons	1.5%	MSBNA	MSMCH	$10,112,280	$10,112,280	$8,697,483
Property		9.03	Chatham Crossing	0.5%	MSBNA	MSMCH	$3,632,930	$3,632,930	$3,124,651
Loan	5, 11, 12	10	The Gateway	4.0%	BANA	BANA	$27,500,000	$27,500,000	$27,500,000	$263,157.89	Refinance
Loan		11	One Lincoln Station	3.9%	WFB	WFB	$27,000,000	$27,000,000	$27,000,000	$183.44	Acquisition
Loan	13	12	Shoppes of Benton	3.3%	MSBNA	MSMCH	$22,975,000	$22,975,000	$18,887,390	$132.22	Refinance
Loan	14	13	300 E. 85th Housing Corp.	2.2%	NCCB	NCB	$15,300,000	$15,289,439	$13,596,440	$86,871.81	Refinance
Loan		14	Peninsula Ridge	1.9%	MSBNA	MSMCH	$13,000,000	$13,000,000	$11,445,657	$135,416.67	Refinance
Loan		15	Warm Springs Promenade	1.9%	MSBNA	MSMCH	$13,000,000	$12,985,776	$10,673,307	$73.75	Refinance
Loan		16	Holiday Inn BWI Airport	1.7%	MSBNA	MSMCH	$11,760,000	$11,747,737	$9,719,853	$85,749.91	Acquisition
Loan	6	17	Crescendo Las Vegas Self Storage Portfolio	1.5%	BANA	BANA	$10,000,000	$10,000,000	$10,000,000	$70.75	Acquisition
Property		17.01	StorageOne at Lone Mountain	0.8%	BANA	BANA	$5,748,503	$5,748,503	$5,748,503
Property		17.02	StoreMore Self Storage	0.6%	BANA	BANA	$4,251,497	$4,251,497	$4,251,497
Loan		18	Dollar Self Storage	1.2%	MSBNA	MSMCH	$8,000,000	$8,000,000	$6,565,926	$96.88	Refinance
Loan		19	South Academy Highlands	1.1%	MSBNA	MSMCH	$7,350,000	$7,350,000	$6,103,742	$320.99	Refinance
Loan		20	Miami Heights MHC	1.0%	BANA	BANA	$6,700,000	$6,692,982	$5,534,282	$47,807.01	Refinance
Loan		21	Dunes Retail Center	1.0%	WFB	WFB	$6,590,000	$6,567,114	$4,955,465	$182.41	Refinance
Loan	14	22	Bay Terrace Cooperative Section VIII, Inc.	0.9%	NCCB	NCB	$6,100,000	$6,085,727	$5,152,446	$50,714.39	Refinance
Loan	14	23	Park City Self Storage	0.9%	BANA	BANA	$6,000,000	$6,000,000	$6,000,000	$76.92	Refinance
Loan		24	Boca Chica Plaza	0.9%	WFB	WFB	$6,000,000	$5,993,699	$4,954,315	$82.38	Refinance
Loan	14	25	Booth Street Owners Corp.	0.8%	NCCB	NCB	$5,500,000	$5,496,101	$4,876,126	$43,276.39	Refinance
Loan	14	26	Sparrows Lodge	0.7%	BANA	BANA	$5,000,000	$5,000,000	$5,000,000	$250,000.00	Refinance
Loan		27	Peter Pan MHC	0.7%	BANA	BANA	$4,850,000	$4,850,000	$4,850,000	$51,595.74	Refinance
Loan		28	27 Orinda Way	0.7%	WFB	WFB	$4,500,000	$4,500,000	$4,299,615	$301.93	Recapitalization
Loan	14	29	Wesley House Ltd.	0.6%	NCCB	NCB	$4,000,000	$4,000,000	$4,000,000	$52,631.58	Refinance
Loan	14	30	3600 Fieldston Road Apartment Corporation	0.4%	NCCB	NCB	$3,050,000	$3,050,000	$3,050,000	$42,957.75	Refinance
Loan	14	31	35 W. 9 Owners Corp.	0.4%	NCCB	NCB	$3,000,000	$2,990,709	$2,371,541	$83,075.25	Refinance
Loan	14	32	83-10 35th Avenue Owner’s Corp.	0.4%	NCB	NCB	$2,750,000	$2,746,406	$2,197,188	$20,964.93	Refinance
Loan		33	Skylark MHC	0.4%	BANA	BANA	$2,550,000	$2,550,000	$2,550,000	$54,255.32	Refinance
Loan	14	34	Kent Bentley Apartments, Inc.	0.4%	NCCB	NCB	$2,500,000	$2,492,208	$1,973,399	$37,760.72	Refinance
Loan	14	35	Thornycroft Tenants’ Corp.	0.3%	NCCB	NCB	$2,250,000	$2,250,000	$2,250,000	$24,193.55	Refinance
Loan	15	36	Sunnyvale Medical Plaza	0.3%	MSBNA	MSMCH	$2,130,000	$2,123,170	$1,635,107	$184.75	Acquisition
Loan	14	37	Burnham House, Inc.	0.3%	NCCB	NCB	$2,000,000	$1,997,459	$1,605,324	$181,587.14	Refinance
Loan	14	38	5601 Riverdale Owners Corp.	0.3%	NCCB	NCB	$2,000,000	$1,997,312	$1,590,525	$17,675.33	Refinance
Loan	14	39	Lenox Manor Owners, Inc.; Compark Owners Corp.	0.3%	NCB	NCB	$2,000,000	$1,993,776	$1,579,297	$13,845.67	Refinance
Loan	14	40	44-46 West 65th Apartment Corp.	0.2%	NCCB	NCB	$1,620,000	$1,617,113	$1,178,963	$59,893.09	Refinance
Loan		41	Jonesboro Self Storage	0.2%	BANA	BANA	$1,376,250	$1,376,250	$1,214,377	$30.48	Acquisition
Loan		42	Rio Seco MHC	0.2%	BANA	BANA	$1,240,000	$1,240,000	$1,240,000	$18,787.88	Refinance

A-1-1

Annex A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

Property Flag	Footnotes	Loan ID	Property Name	Sponsor	Non-Recourse Carveout Guarantor	General Property Type
Loan	5, 8, 9	1	Twelve Oaks Mall	The Taubman Realty Group Limited Partnership	The Taubman Realty Group Limited Partnership	Retail
Loan	5, 6, 7, 9	2	Extra Space - TIAA Self Storage Portfolio	Extra Space Storage Inc.; TH Real Estate	Extra Space Storage Inc.
Property		2.01	Extra Space Washington			Self Storage
Property		2.02	Extra Space San Jose			Self Storage
Property		2.03	Extra Space San Diego			Self Storage
Property		2.04	Extra Space Panorama City			Self Storage
Property		2.05	Extra Space Norwalk			Self Storage
Property		2.06	Extra Space Miami East			Self Storage
Property		2.07	Extra Space Miami West			Self Storage
Property		2.08	Extra Space Palo Alto			Self Storage
Property		2.09	Extra Space Covina			Self Storage
Property		2.10	Extra Space Gaithersburg			Self Storage
Property		2.11	Extra Space Philadelphia			Self Storage
Property		2.12	Extra Space Westminster			Self Storage
Property		2.13	Extra Space Newark			Self Storage
Property		2.14	Extra Space Essex			Self Storage
Property		2.15	Extra Space New Bedford			Self Storage
Property		2.16	Extra Space Birmingham			Self Storage
Property		2.17	Extra Space Haverhill			Self Storage
Property		2.18	Extra Space Shrewsbury			Self Storage
Property		2.19	Extra Space Dallas			Self Storage
Property		2.20	Extra Space Enfield			Self Storage
Property		2.21	Extra Space San Diego Miramar			Self Storage
Property		2.22	Extra Space Shawnee			Self Storage
Property		2.23	Extra Space Overland Park			Self Storage
Property		2.24	Extra Space Tucson			Self Storage
Loan	5, 9, 16	3	Apple Campus 3	Paul Guarantor LLC	Paul Guarantor LLC	Office
Loan	5, 9, 16	4	One Dulles Tower	HGGP Capital VIII, LLC; HGGP Capital IX, LLC; HGGP Capital X, LLC; HGGP Capital XI, LLC; HGGP Capital XII, LLC	HGGP Capital VIII, LLC; HGGP Capital IX, LLC; HGGP Capital X, LLC; HGGP Capital XI, LLC; HGGP Capital XII, LLC	Office
Loan	5	5	Airport Business Center	DK Properties, L.P.	DK Properties, L.P.	Industrial
Loan	5, 6, 7, 9, 10	6	Northwest Hotel Portfolio	Jason R. Kotter; Ryan N. Van Alfen	Jason R. Kotter; Ryan N. Van Alfen
Property		6.01	Hilton Garden Inn Bend			Hospitality
Property		6.02	Hampton Inn & Suites Bend			Hospitality
Property		6.03	Hilton Garden Inn Salt Lake City Downtown			Hospitality
Property		6.04	Hampton Inn & Suites Coeur d’Alene			Hospitality
Property		6.05	Hampton Inn & Suites Boise Spectrum			Hospitality
Property		6.06	La Quinta Inns & Suites Coeur d’Alene			Hospitality
Property		6.07	La Quinta Inns & Suites Twin Falls			Hospitality
Loan	5, 6	7	North Bay Portfolio	Basin Street Properties	Matthew T. White; William C. White
Property		7.01	Petaluma Business Center			Industrial
Property		7.02	South Petaluma Business Center			Office
Property		7.03	Lakeville Business Center			Industrial
Loan		8	Prescott Valley Crossroads	Kitchell Corporation	Kitchell Development Company	Retail
Loan	6	9	WMC Portfolio	Jonathan Gaines; Stanley Werb	Stanley Werb; Jonathan Gaines
Property		9.01	Oak Summit			Retail
Property		9.02	Wytheville Commons			Retail
Property		9.03	Chatham Crossing			Retail
Loan	5, 11, 12	10	The Gateway	Prime Property Fund II, L.P.; CM Golden Gate, Inc.; Oakhill Gateway Partners, L.P.	Golden Gateway Center SPE, LLC	Multifamily
Loan		11	One Lincoln Station	Brian E. Bergersen	Brian E. Bergersen	Office
Loan	13	12	Shoppes of Benton	George B. Tomlin	George B. Tomlin	Retail
Loan	14	13	300 E. 85th Housing Corp.	N/A	N/A	Multifamily
Loan		14	Peninsula Ridge	Steven B. Kimmelman; David Conwill; Keith Ritz	Steven B. Kimmelman; David Conwill; Keith Ritz	Multifamily
Loan		15	Warm Springs Promenade	3D Investments	George Daneshgar	Retail
Loan		16	Holiday Inn BWI Airport	Shailesh Patel	Shailesh Ashwin Patel	Hospitality
Loan	6	17	Crescendo Las Vegas Self Storage Portfolio	Gregory J. Drennan; Kenneth M. Pratt; Timothy E. Wright	Gregory J. Drennan; Kenneth M. Pratt; Timothy E. Wright
Property		17.01	StorageOne at Lone Mountain			Self Storage
Property		17.02	StoreMore Self Storage			Self Storage
Loan		18	Dollar Self Storage	Jack Thomson	John C. Thomson; Laura Ann Thomson; Thomson Family Trust	Self Storage
Loan		19	South Academy Highlands	E. Stanley Kroenke	E. Stanley Kroenke	Retail
Loan		20	Miami Heights MHC	James Bellinson	James Bellinson	Manufactured Housing
Loan		21	Dunes Retail Center	Michael P. Shustak; Phillip L. Sample; Chris W. Caras Jr.	Michael P. Shustak; Phillip L. Sample; Chris W. Caras Jr.	Retail
Loan	14	22	Bay Terrace Cooperative Section VIII, Inc.	N/A	N/A	Multifamily
Loan	14	23	Park City Self Storage	Richard C. Metz; Ronald J. Sharp; SCC Commons, L.L.C.; Wolfe Management, L.C.; Hoff Investments, L.P.	Richard C. Metz; Ronald J. Sharp; SCC Commons, L.L.C.; Wolfe Management, L.C.; Hoff Investments, L.P.	Self Storage
Loan		24	Boca Chica Plaza	Rafael S. Chacon	Rafael S. Chacon	Retail
Loan	14	25	Booth Street Owners Corp.	N/A	N/A	Multifamily
Loan	14	26	Sparrows Lodge	Britten Shuford; David Dittmer; Clifford Lord	Jeffery W. Brock; Richard Crisman	Hospitality
Loan		27	Peter Pan MHC	Kim Eggleston	Kim Eggleston	Manufactured Housing
Loan		28	27 Orinda Way	John E. McNellis	John E. McNellis	Retail
Loan	14	29	Wesley House Ltd.	N/A	N/A	Multifamily
Loan	14	30	3600 Fieldston Road Apartment Corporation	N/A	N/A	Multifamily
Loan	14	31	35 W. 9 Owners Corp.	N/A	N/A	Multifamily
Loan	14	32	83-10 35th Avenue Owner’s Corp.	N/A	N/A	Multifamily
Loan		33	Skylark MHC	Kim Eggleston	Kim Eggleston	Manufactured Housing
Loan	14	34	Kent Bentley Apartments, Inc.	N/A	N/A	Multifamily
Loan	14	35	Thornycroft Tenants’ Corp.	N/A	N/A	Multifamily
Loan	15	36	Sunnyvale Medical Plaza	Sanjay Punjabi	Sanjay Gopaldas Punjabi; Govind Ram Manoj Kumar Lalwani; Viral Madhukant Selarka	Office
Loan	14	37	Burnham House, Inc.	N/A	N/A	Multifamily
Loan	14	38	5601 Riverdale Owners Corp.	N/A	N/A	Multifamily
Loan	14	39	Lenox Manor Owners, Inc.; Compark Owners Corp.	N/A	N/A	Multifamily
Loan	14	40	44-46 West 65th Apartment Corp.	N/A	N/A	Multifamily
Loan		41	Jonesboro Self Storage	John Losey	Richard Schontz; Andreas Calianos; Lawrence Kaplan	Self Storage
Loan		42	Rio Seco MHC	Kim Eggleston	Kim Eggleston	Manufactured Housing

A-1-2

Annex A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

Property Flag	Footnotes	Loan ID	Property Name	Detailed Property Type	Title Type	Ground Lease Initial Lease Expiration Date	Address
Loan	5, 8, 9	1	Twelve Oaks Mall	Super Regional Mall	Fee	N/A	27500 Novi Road
Loan	5, 6, 7, 9	2	Extra Space - TIAA Self Storage Portfolio
Property		2.01	Extra Space Washington	Self Storage	Fee	N/A	1420 U Street Northwest
Property		2.02	Extra Space San Jose	Self Storage	Fee	N/A	895 Thornton Way
Property		2.03	Extra Space San Diego	Self Storage	Fee	N/A	8038 Arjons Drive
Property		2.04	Extra Space Panorama City	Self Storage	Fee	N/A	8540 Cedros Avenue
Property		2.05	Extra Space Norwalk	Self Storage	Fee	N/A	10950 Firestone Boulevard
Property		2.06	Extra Space Miami East	Self Storage	Fee	N/A	13800 Southwest 84th Street
Property		2.07	Extra Space Miami West	Self Storage	Fee	N/A	20625 Northeast 16th Avenue
Property		2.08	Extra Space Palo Alto	Self Storage	Fee	N/A	999 East Bayshore Road
Property		2.09	Extra Space Covina	Self Storage	Fee	N/A	318 North Vincent Avenue
Property		2.10	Extra Space Gaithersburg	Self Storage	Fee	N/A	18920 Earhart Court
Property		2.11	Extra Space Philadelphia	Self Storage	Fee	N/A	1553 Grant Avenue
Property		2.12	Extra Space Westminster	Self Storage	Fee	N/A	6942 Garden Grove Boulevard
Property		2.13	Extra Space Newark	Self Storage	Fee	N/A	121 Ruthar Drive
Property		2.14	Extra Space Essex	Self Storage	Fee	N/A	6100 Rossville Boulevard
Property		2.15	Extra Space New Bedford	Self Storage	Fee	N/A	3131 Acushnet Avenue
Property		2.16	Extra Space Birmingham	Self Storage	Fee	N/A	2135 Columbiana Road
Property		2.17	Extra Space Haverhill	Self Storage	Fee	N/A	50 Ferry Road
Property		2.18	Extra Space Shrewsbury	Self Storage	Fee	N/A	53 Clinton Street
Property		2.19	Extra Space Dallas	Self Storage	Fee	N/A	1931 Fort Worth Avenue
Property		2.20	Extra Space Enfield	Self Storage	Fee	N/A	163 South Road
Property		2.21	Extra Space San Diego Miramar	Self Storage	Fee	N/A	8192 Miramar Road
Property		2.22	Extra Space Shawnee	Self Storage	Fee	N/A	12977 West 63rd Street
Property		2.23	Extra Space Overland Park	Self Storage	Fee	N/A	7880 Mastin Drive
Property		2.24	Extra Space Tucson	Self Storage	Fee	N/A	8100 East 22nd Street
Loan	5, 9, 16	3	Apple Campus 3	Suburban	Fee	N/A	222 North Wolfe Road
Loan	5, 9, 16	4	One Dulles Tower	Suburban	Fee	N/A	13200 Woodland Park Road
Loan	5	5	Airport Business Center	Flex	Fee	N/A	17751-18103 Sky Park Circle and 17775-17801 Main Street
Loan	5, 6, 7, 9, 10	6	Northwest Hotel Portfolio
Property		6.01	Hilton Garden Inn Bend	Limited Service	Fee	N/A	425 Southwest Bluff Drive
Property		6.02	Hampton Inn & Suites Bend	Limited Service	Fee	N/A	730 Southwest Columbia Street
Property		6.03	Hilton Garden Inn Salt Lake City Downtown	Limited Service	Fee	N/A	250 West 600 South
Property		6.04	Hampton Inn & Suites Coeur d’Alene	Limited Service	Fee	N/A	1500 West Riverstone Drive
Property		6.05	Hampton Inn & Suites Boise Spectrum	Limited Service	Fee	N/A	7499 West Overland Road
Property		6.06	La Quinta Inns & Suites Coeur d’Alene	Limited Service	Fee	N/A	333 West Ironwood Avenue
Property		6.07	La Quinta Inns & Suites Twin Falls	Limited Service	Fee	N/A	539 Pole Line Road
Loan	5, 6	7	North Bay Portfolio
Property		7.01	Petaluma Business Center	Flex	Fee	N/A	1031, 1035, 1039, 1125-1137 North McDowell Boulevard
Property		7.02	South Petaluma Business Center	Suburban	Fee	N/A	1800 and 2000 South McDowell Boulevard
Property		7.03	Lakeville Business Center	Flex	Fee	N/A	1600-1622, 1670, 1690-1740, & 1758-1774 Corporate Circle
Loan		8	Prescott Valley Crossroads	Anchored	Fee	N/A	5613, 5619, 5621, 5630, 5645, 5671, 5672, 5683, 5684, 5689, 5690, 5697, 5707, 5715, 5791 and 5963 East State Route 69
Loan	6	9	WMC Portfolio
Property		9.01	Oak Summit	Shadow Anchored	Fee	N/A	336 and 438 East Hanes Mill Road
Property		9.02	Wytheville Commons	Shadow Anchored	Fee	N/A	215, 235, 265, 295, 330 & 360 Commonwealth Drive
Property		9.03	Chatham Crossing	Shadow Anchored	Fee	N/A	14125 US Highway 64 West
Loan	5, 11, 12	10	The Gateway	High Rise	Fee	N/A	550/560 Battery Street, 440 Davis Court/100 Washington Street, 155 Jackson Street, 405 Davis Court, 200 Washington Street, 99 Jackson Street, 1-9 Boston Ship Plaza, 10-13 & 25-38 Hinckley Walk, 14-24 Whaleship Plaza and 39-58 Ironship Plaza
Loan		11	One Lincoln Station	Suburban	Fee/Leasehold	3/22/2106	9380 Station Street
Loan	13	12	Shoppes of Benton	Anchored	Fee	N/A	20380 I-30 Frontage Road
Loan	14	13	300 E. 85th Housing Corp.	Cooperative	Fee	N/A	300 East 85th Street a/k/a 1632 Second Avenue
Loan		14	Peninsula Ridge	Low-Rise	Fee	N/A	24881 Redwood Boulevard
Loan		15	Warm Springs Promenade	Anchored	Fee	N/A	1205, 1211, 1221, 1225, 1231, 1235, 1239, 1243, 1275 and 1281 West Warm Springs Road
Loan		16	Holiday Inn BWI Airport	Full Service	Fee	N/A	1750 West Nursery Road (a/k/a 815 Elkridge Landing Road
Loan	6	17	Crescendo Las Vegas Self Storage Portfolio
Property		17.01	StorageOne at Lone Mountain	Self Storage	Fee	N/A	4850 North Jones Boulevard
Property		17.02	StoreMore Self Storage	Self Storage	Fee	N/A	4680 West Craig Road
Loan		18	Dollar Self Storage	Self Storage	Fee	N/A	11110 Limonite Avenue
Loan		19	South Academy Highlands	Anchored	Fee	N/A	4451 & 4465 Venetucci Boulevard
Loan		20	Miami Heights MHC	Manufactured Housing	Fee	N/A	3520 Northwest 79th Street
Loan		21	Dunes Retail Center	Anchored	Fee	N/A	79640, 79660, 79680 & 79700 Highway 111
Loan	14	22	Bay Terrace Cooperative Section VIII, Inc.	Cooperative	Fee	N/A	209-20 and 209-80 18th Avenue
Loan	14	23	Park City Self Storage	Self Storage	Fee	N/A	6447 North Pace Frontage Road
Loan		24	Boca Chica Plaza	Unanchored	Fee	N/A	3025 Boca Chica Boulevard
Loan	14	25	Booth Street Owners Corp.	Cooperative	Fee	N/A	67-76 Booth Street
Loan	14	26	Sparrows Lodge	Select Service	Fee	N/A	1330 East Palm Canyon Drive
Loan		27	Peter Pan MHC	Manufactured Housing	Fee	N/A	1100 & 1140 West Alondra Boulevard
Loan		28	27 Orinda Way	Single Tenant	Fee	N/A	27 Orinda Way
Loan	14	29	Wesley House Ltd.	Cooperative	Fee	N/A	10 Old Mamaroneck Road
Loan	14	30	3600 Fieldston Road Apartment Corporation	Cooperative	Fee	N/A	3600 Fieldston Road
Loan	14	31	35 W. 9 Owners Corp.	Cooperative	Fee	N/A	35 West 9th Street
Loan	14	32	83-10 35th Avenue Owner’s Corp.	Cooperative	Fee	N/A	83-10/12 35th Avenue
Loan		33	Skylark MHC	Manufactured Housing	Fee	N/A	9113 Rosecrans Avenue
Loan	14	34	Kent Bentley Apartments, Inc.	Cooperative	Fee	N/A	2015 St. Paul Avenue
Loan	14	35	Thornycroft Tenants’ Corp.	Cooperative	Fee	N/A	209 Garth Road
Loan	15	36	Sunnyvale Medical Plaza	Medical	Fee	N/A	270 & 272 South Collins Road
Loan	14	37	Burnham House, Inc.	Cooperative	Fee	N/A	840 Broadway
Loan	14	38	5601 Riverdale Owners Corp.	Cooperative	Fee	N/A	5601/5625 Riverdale Avenue
Loan	14	39	Lenox Manor Owners, Inc.; Compark Owners Corp.	Cooperative	Fee	N/A	174-180 East 77th Street a/k/a 1334-1344 3rd Avenue
Loan	14	40	44-46 West 65th Apartment Corp.	Cooperative	Fee	N/A	44 West 65th Street; 46 West 65th Street
Loan		41	Jonesboro Self Storage	Self Storage	Fee	N/A	7469 Tara Boulevard
Loan		42	Rio Seco MHC	Manufactured Housing	Fee	N/A	1542 North 4th Avenue

A-1-3

Annex A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

Property Flag	Footnotes	Loan ID	Property Name	City	County	State	Zip Code	Year Built	Year Renovated	Size	Units of Measure	Occupancy Rate(2)	Occupancy Rate As-of Date	Appraised Value	Appraised Value As-of Date	Mortgage Rate
Loan	5, 8, 9	1	Twelve Oaks Mall	Novi	Oakland	MI	48377	1977	2007	716,771	SF	91.9%	2/1/2018	$552,900,000	12/14/2017	4.3985%
Loan	5, 6, 7, 9	2	Extra Space - TIAA Self Storage Portfolio							1,614,702	SF	92.2%		$394,160,000	Various	4.5325%
Property		2.01	Extra Space Washington	Washington	District Of Columbia	DC	20009	1910	N/A	104,382	SF	92.1%	12/31/2017	$47,490,000	11/30/2017
Property		2.02	Extra Space San Jose	San Jose	Santa Clara	CA	95128	1985; 2016	N/A	66,854	SF	89.9%	12/31/2017	$24,750,000	11/27/2017
Property		2.03	Extra Space San Diego	San Diego	San Diego	CA	92126	1986	N/A	119,335	SF	88.1%	12/31/2017	$21,760,000	12/1/2017
Property		2.04	Extra Space Panorama City	Panorama City	Los Angeles	CA	91402	1987	N/A	77,395	SF	92.7%	12/31/2017	$21,550,000	11/30/2017
Property		2.05	Extra Space Norwalk	Norwalk	Los Angeles	CA	90650	1977	N/A	79,529	SF	92.8%	12/31/2017	$22,150,000	11/30/2017
Property		2.06	Extra Space Miami East	Miami	Miami-Dade	FL	33183	1987	2009	80,390	SF	91.8%	12/31/2017	$19,600,000	11/28/2017
Property		2.07	Extra Space Miami West	Miami	Miami-Dade	FL	33179	1987	2009	75,564	SF	95.7%	12/31/2017	$19,000,000	11/28/2017
Property		2.08	Extra Space Palo Alto	East Palo Alto	San Mateo	CA	94303	1989	N/A	45,836	SF	92.1%	12/31/2017	$18,230,000	11/27/2017
Property		2.09	Extra Space Covina	Covina	Los Angeles	CA	91722	1973	N/A	74,537	SF	91.9%	12/31/2017	$17,450,000	11/30/2017
Property		2.10	Extra Space Gaithersburg	Gaithersburg	Montgomery	MD	20879	1988	N/A	74,341	SF	91.5%	12/31/2017	$14,350,000	12/1/2017
Property		2.11	Extra Space Philadelphia	Philadelphia	Philadelphia	PA	19115	1970; 1988	N/A	68,425	SF	93.9%	12/31/2017	$13,860,000	11/27/2017
Property		2.12	Extra Space Westminster	Westminster	Orange	CA	92683	1988	N/A	65,997	SF	94.7%	12/31/2017	$15,680,000	11/29/2017
Property		2.13	Extra Space Newark	Newark	New Castle	DE	19711	1988	N/A	64,300	SF	91.1%	12/31/2017	$12,590,000	11/27/2017
Property		2.14	Extra Space Essex	Essex	Baltimore	MD	21221	1991	N/A	60,425	SF	93.5%	12/31/2017	$11,340,000	11/30/2017
Property		2.15	Extra Space New Bedford	New Bedford	Bristol	MA	02745	1989; 2003	N/A	65,350	SF	93.6%	12/31/2017	$10,300,000	11/28/2017
Property		2.16	Extra Space Birmingham	Birmingham	Jefferson	AL	35216	1988	N/A	73,366	SF	94.8%	12/31/2017	$9,250,000	11/27/2017
Property		2.17	Extra Space Haverhill	Haverhill	Essex	MA	01835	1989	N/A	53,490	SF	86.6%	12/31/2017	$11,680,000	11/29/2017
Property		2.18	Extra Space Shrewsbury	Shrewsbury	Worcester	MA	01545	1982	N/A	65,300	SF	92.1%	12/31/2017	$9,020,000	11/28/2017
Property		2.19	Extra Space Dallas	Dallas	Dallas	TX	75208	1973	N/A	47,472	SF	90.0%	12/31/2017	$7,650,000	11/28/2017
Property		2.20	Extra Space Enfield	Enfield	Hartford	CT	06082	1982	N/A	65,650	SF	93.0%	12/31/2017	$7,680,000	11/25/2017
Property		2.21	Extra Space San Diego Miramar	San Diego	San Diego	CA	92126	1986	N/A	36,384	SF	92.3%	12/31/2017	$7,050,000	12/1/2017
Property		2.22	Extra Space Shawnee	Shawnee	Johnson	KS	66216	1987	N/A	56,240	SF	95.1%	12/31/2017	$5,670,000	12/1/2017
Property		2.23	Extra Space Overland Park	Overland Park	Johnson	KS	66204	1990	N/A	46,890	SF	94.3%	12/31/2017	$5,620,000	12/4/2017
Property		2.24	Extra Space Tucson	Tucson	Pima	AZ	85710	1984	N/A	47,250	SF	91.3%	12/31/2017	$4,270,000	11/28/2017
Loan	5, 9, 16	3	Apple Campus 3	Sunnyvale	Santa Clara	CA	94085	2017	N/A	882,657	SF	100.0%	4/1/2018	$773,600,000	6/1/2019	3.3650%
Loan	5, 9, 16	4	One Dulles Tower	Herndon	Fairfax	VA	20171	2002	2018	403,622	SF	100.0%	4/1/2018	$212,500,000	1/18/2018	3.9860%
Loan	5	5	Airport Business Center	Irvine	Orange	CA	92614	1969	2005	1,170,571	SF	96.8%	1/31/2018	$244,600,000	12/13/2017	4.3750%
Loan	5, 6, 7, 9, 10	6	Northwest Hotel Portfolio							818	Rooms	79.4%		$173,500,000		5.0180%
Property		6.01	Hilton Garden Inn Bend	Bend	Deschutes	OR	97702	2004	2012	96	Rooms	85.4%	12/31/2017	$30,400,000	10/1/2018
Property		6.02	Hampton Inn & Suites Bend	Bend	Deschutes	OR	97702	2014	N/A	114	Rooms	80.0%	12/31/2017	$30,200,000	10/1/2017
Property		6.03	Hilton Garden Inn Salt Lake City Downtown	Salt Lake City	Salt Lake	UT	84101	2006	N/A	132	Rooms	81.9%	12/31/2017	$29,200,000	10/1/2018
Property		6.04	Hampton Inn & Suites Coeur d’Alene	Coeur D’Alene	Kootenai	ID	83814	2007	N/A	124	Rooms	80.2%	12/31/2017	$29,000,000	10/1/2018
Property		6.05	Hampton Inn & Suites Boise Spectrum	Boise	Ada	ID	83709	1998	2011	133	Rooms	80.7%	12/31/2017	$27,700,000	10/1/2018
Property		6.06	La Quinta Inns & Suites Coeur d’Alene	Coeur D’Alene	Kootenai	ID	83814	1997	2014	118	Rooms	67.3%	12/31/2017	$14,000,000	10/1/2017
Property		6.07	La Quinta Inns & Suites Twin Falls	Twin Falls	Twin Falls	ID	83301	2008	N/A	101	Rooms	77.0%	12/31/2017	$13,000,000	10/1/2018
Loan	5, 6	7	North Bay Portfolio							512,165	SF	92.2%		$86,500,000		4.5040%
Property		7.01	Petaluma Business Center	Petaluma	Sonoma	CA	94954	1990; 2000	2004	213,210	SF	90.3%	2/15/2018	$34,800,000	1/30/2018
Property		7.02	South Petaluma Business Center	Petaluma	Sonoma	CA	94954	2007	N/A	149,634	SF	100.0%	2/15/2018	$29,400,000	1/30/2018
Property		7.03	Lakeville Business Center	Petaluma	Sonoma	CA	94954	1997; 2001	N/A	149,321	SF	86.9%	2/15/2018	$22,300,000	1/31/2018
Loan		8	Prescott Valley Crossroads	Prescott Valley	Yavapai	AZ	86314	2009-2016	N/A	251,163	SF	94.3%	2/1/2018	$49,000,000	2/6/2018	4.8500%
Loan	6	9	WMC Portfolio							264,721	SF	88.8%		$39,800,000		4.6900%
Property		9.01	Oak Summit	Winston-Salem	Forsyth	NC	27105	2001-2005	N/A	142,358	SF	79.2%	3/1/2018	$21,450,000	2/11/2018
Property		9.02	Wytheville Commons	Wytheville	Wythe	VA	24382	2001	N/A	90,381	SF	100.0%	3/1/2018	$13,500,000	2/6/2018
Property		9.03	Chatham Crossing	Siler City	Chatham	NC	27344	2001	N/A	31,982	SF	100.0%	3/1/2018	$4,850,000	2/3/2018
Loan	5, 11, 12	10	The Gateway	San Francisco	San Francisco	CA	94111	1965-1967	2010-2018	1,254	Units	96.7%	1/25/2018	$868,800,000	2/1/2018	3.7218%
Loan		11	One Lincoln Station	Lone Tree	Douglas	CO	80124	2008	N/A	147,184	SF	97.1%	1/1/2018	$43,800,000	1/4/2018	4.8050%
Loan	13	12	Shoppes of Benton	Benton	Saline	AR	72019	2017	N/A	173,764	SF	93.4%	3/1/2018	$32,350,000	1/4/2018	4.9250%
Loan	14	13	300 E. 85th Housing Corp.	New York	New York	NY	10028	1985-1986	N/A	176	Units	97.0%	1/8/2018	$235,000,000	1/8/2018	4.1900%
Loan		14	Peninsula Ridge	Brownstown	Wayne	MI	48134	2017	N/A	96	Units	99.0%	2/23/2018	$17,750,000	1/4/2018	4.6700%
Loan		15	Warm Springs Promenade	Henderson	Clark	NV	89014	2003	N/A	176,081	SF	91.3%	1/1/2018	$20,300,000	12/15/2017	4.8750%
Loan		16	Holiday Inn BWI Airport	Linthicum Heights	Anne Arundel	MD	21090	1997	2013	137	Rooms	77.2%	11/30/2017	$17,500,000	1/8/2018	5.0800%
Loan	6	17	Crescendo Las Vegas Self Storage Portfolio							141,352	SF	85.7%		$16,700,000		4.9820%
Property		17.01	StorageOne at Lone Mountain	Las Vegas	Clark	NV	89130	2004	N/A	61,160	SF	91.1%	1/31/2018	$9,600,000	1/11/2018
Property		17.02	StoreMore Self Storage	North Las Vegas	Clark	NV	89032	2005	N/A	80,192	SF	81.5%	2/1/2018	$7,100,000	1/11/2018
Loan		18	Dollar Self Storage	Jurupa Valley	Riverside	CA	91752	2016	N/A	82,577	SF	97.0%	2/1/2018	$12,500,000	1/31/2018	4.8750%
Loan		19	South Academy Highlands	Colorado Springs	El Paso	CO	80906	2015	N/A	22,898	SF	93.0%	2/6/2018	$9,990,000	1/26/2018	5.2400%
Loan		20	Miami Heights MHC	Miami	Miami-Dade	FL	33147	1950	N/A	140	Pads	100.0%	1/16/2018	$10,610,000	10/5/2017	5.0610%
Loan		21	Dunes Retail Center	La Quinta	Riverside	CA	92253	2006	N/A	36,001	SF	96.2%	1/2/2018	$10,050,000	12/1/2017	5.0700%
Loan	14	22	Bay Terrace Cooperative Section VIII, Inc.	Bayside	Queens	NY	11360	1960	1997-1999	120	Units	98.0%	11/28/2017	$30,100,000	11/28/2017	3.9200%
Loan	14	23	Park City Self Storage	Park City	Summit	UT	84098	2007	N/A	77,999	SF	94.2%	2/5/2018	$13,530,000	1/4/2018	4.4710%
Loan		24	Boca Chica Plaza	Brownsville	Cameron	TX	78521	1977	2012	72,753	SF	97.0%	2/1/2018	$9,100,000	1/10/2018	5.0500%
Loan	14	25	Booth Street Owners Corp.	Forest Hills	Queens	NY	11375	1946	2003	127	Units	95.1%	2/12/2018	$55,700,000	2/12/2018	4.1100%
Loan	14	26	Sparrows Lodge	Palm Springs	Riverside	CA	92264	1952	2011-2013; 2015	20	Rooms	85.3%	1/31/2018	$9,500,000	2/2/2018	4.6150%
Loan		27	Peter Pan MHC	Compton	Los Angeles	CA	90220	1960	N/A	94	Pads	97.9%	2/28/2018	$8,870,000	2/5/2018	4.6850%
Loan		28	27 Orinda Way	Orinda	Contra Costa	CA	94563	1958	N/A	14,904	SF	100.0%	4/1/2018	$11,260,000	1/5/2018	4.7800%
Loan	14	29	Wesley House Ltd.	White Plains	Westchester	NY	10605	1959	2003	76	Units	94.7%	2/7/2018	$17,850,000	2/7/2018	4.2300%
Loan	14	30	3600 Fieldston Road Apartment Corporation	Bronx	Bronx	NY	10463	1941	1998-2003	71	Units	96.9%	1/26/2018	$16,150,000	1/26/2018	4.2200%
Loan	14	31	35 W. 9 Owners Corp.	New York	New York	NY	10011	1925-1926	2013	36	Units	96.0%	12/20/2017	$64,000,000	12/20/2017	3.8000%
Loan	14	32	83-10 35th Avenue Owner’s Corp.	Jackson Heights	New York	NY	11372	1930	2003	131	Units	98.0%	2/1/2018	$60,160,000	2/1/2018	4.0800%
Loan		33	Skylark MHC	Bellflower	Los Angeles	CA	90706	1955	N/A	47	Pads	100.0%	2/28/2018	$4,520,000	2/5/2018	4.5550%
Loan	14	34	Kent Bentley Apartments, Inc.	Bronx	Bronx	NY	10461	1964	1997	66	Units	98.0%	12/8/2017	$10,100,000	12/8/2017	3.7600%
Loan	14	35	Thornycroft Tenants’ Corp.	Scarsdale	Westchester	NY	10583	1928	1991	93	Units	96.7%	12/20/2017	$25,300,000	12/20/2017	3.8700%
Loan	15	36	Sunnyvale Medical Plaza	Sunnyvale	Dallas	TX	75182	2011	N/A	11,492	SF	100.0%	1/3/2018	$2,850,000	12/7/2017	5.6600%
Loan	14	37	Burnham House, Inc.	New York	New York	NY	10003	1899	2011	11	Units	97.1%	2/5/2018	$55,500,000	2/5/2018	4.2100%
Loan	14	38	5601 Riverdale Owners Corp.	Riverdale	Bronx	NY	10471	1954	1996	113	Units	98.0%	1/5/2018	$21,400,000	1/5/2018	3.9500%
Loan	14	39	Lenox Manor Owners, Inc.; Compark Owners Corp.	New York	New York	NY	10075	1956	1998	144	Units	97.7%	12/18/2017	$207,000,000	12/18/2017	3.7700%
Loan	14	40	44-46 West 65th Apartment Corp.	New York	New York	NY	10023	1907	2006	27	Units	97.5%	1/10/2018	$12,950,000	1/10/2018	4.1700%
Loan		41	Jonesboro Self Storage	Jonesboro	Clayton	GA	30236	1973; 2002	N/A	45,146	SF	85.4%	2/28/2018	$1,850,000	1/24/2018	5.7200%
Loan		42	Rio Seco MHC	San Luis	Yuma	AZ	85349	2005	N/A	66	Pads	100.0%	2/28/2018	$2,400,000	2/5/2018	4.8300%

A-1-4

Annex A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

Property Flag	Footnotes	Loan ID	Property Name	Administrative Fee Rate(3)	Master Servicing Fee Rate	Primary Servicing Fee Rate	Pari Passu Loan Primary Servicing Fee Rate	Trustee Fee Rate	Trust Advisor Fee Rate	Asset Representations Reviewer Fee Rate	CREFC Fee Rate	Interest Accrual   Basis	Seasoning (mos.)	ARD (Yes/No)	Original Term to Maturity (mos.)	Remaining Term to Maturity (mos.)	Original Interest-Only Period (mos.)
Loan	5, 8, 9	1	Twelve Oaks Mall	0.02371%	0.00250%	0.00000%	0.00750%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	1	No	120	119	0
Loan	5, 6, 7, 9	2	Extra Space - TIAA Self Storage Portfolio	0.01871%	0.00250%	0.00000%	0.00250%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	1	No	120	119	120
Property		2.01	Extra Space Washington
Property		2.02	Extra Space San Jose
Property		2.03	Extra Space San Diego
Property		2.04	Extra Space Panorama City
Property		2.05	Extra Space Norwalk
Property		2.06	Extra Space Miami East
Property		2.07	Extra Space Miami West
Property		2.08	Extra Space Palo Alto
Property		2.09	Extra Space Covina
Property		2.10	Extra Space Gaithersburg
Property		2.11	Extra Space Philadelphia
Property		2.12	Extra Space Westminster
Property		2.13	Extra Space Newark
Property		2.14	Extra Space Essex
Property		2.15	Extra Space New Bedford
Property		2.16	Extra Space Birmingham
Property		2.17	Extra Space Haverhill
Property		2.18	Extra Space Shrewsbury
Property		2.19	Extra Space Dallas
Property		2.20	Extra Space Enfield
Property		2.21	Extra Space San Diego Miramar
Property		2.22	Extra Space Shawnee
Property		2.23	Extra Space Overland Park
Property		2.24	Extra Space Tucson
Loan	5, 9, 16	3	Apple Campus 3	0.01871%	0.00250%	0.00000%	0.00250%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	3	Yes	120	117	120
Loan	5, 9, 16	4	One Dulles Tower	0.01871%	0.00000%	0.00250%	0.00250%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	1	Yes	120	119	120
Loan	5	5	Airport Business Center	0.02060%	0.00250%	0.00250%	0.00000%	0.01054%	0.00412%	0.00044%	0.00050%	Actual/360	2	No	120	118	120
Loan	5, 6, 7, 9, 10	6	Northwest Hotel Portfolio	0.01871%	0.00000%	0.00250%	0.00250%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	0	No	120	120	0
Property		6.01	Hilton Garden Inn Bend
Property		6.02	Hampton Inn & Suites Bend
Property		6.03	Hilton Garden Inn Salt Lake City Downtown
Property		6.04	Hampton Inn & Suites Coeur d’Alene
Property		6.05	Hampton Inn & Suites Boise Spectrum
Property		6.06	La Quinta Inns & Suites Coeur d’Alene
Property		6.07	La Quinta Inns & Suites Twin Falls
Loan	5, 6	7	North Bay Portfolio	0.03157%	0.00250%	0.01250%	0.00000%	0.01054%	0.00509%	0.00044%	0.00050%	Actual/360	0	No	120	120	60
Property		7.01	Petaluma Business Center
Property		7.02	South Petaluma Business Center
Property		7.03	Lakeville Business Center
Loan		8	Prescott Valley Crossroads	0.01871%	0.00250%	0.00250%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	0	No	120	120	36
Loan	6	9	WMC Portfolio	0.01871%	0.00250%	0.00250%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	0	No	120	120	24
Property		9.01	Oak Summit
Property		9.02	Wytheville Commons
Property		9.03	Chatham Crossing
Loan	5, 11, 12	10	The Gateway	0.01746%	0.00000%	0.00250%	0.00125%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	0	No	120	120	120
Loan		11	One Lincoln Station	0.01871%	0.00250%	0.00250%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	0	No	120	120	120
Loan	13	12	Shoppes of Benton	0.04871%	0.00250%	0.03250%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	0	No	120	120	0
Loan	14	13	300 E. 85th Housing Corp.	0.09371%	0.08000%	0.00000%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	1	No	120	119	0
Loan		14	Peninsula Ridge	0.01871%	0.00250%	0.00250%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	0	No	120	120	36
Loan		15	Warm Springs Promenade	0.01871%	0.00250%	0.00250%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	1	No	120	119	0
Loan		16	Holiday Inn BWI Airport	0.05621%	0.00250%	0.04000%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	1	No	120	119	0
Loan	6	17	Crescendo Las Vegas Self Storage Portfolio	0.01871%	0.00250%	0.00250%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	1	No	120	119	120
Property		17.01	StorageOne at Lone Mountain
Property		17.02	StoreMore Self Storage
Loan		18	Dollar Self Storage	0.01871%	0.00250%	0.00250%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	0	No	120	120	0
Loan		19	South Academy Highlands	0.01871%	0.00250%	0.00250%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	0	No	120	120	0
Loan		20	Miami Heights MHC	0.01871%	0.00250%	0.00250%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	1	No	120	119	0
Loan		21	Dunes Retail Center	0.07621%	0.00250%	0.06000%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	2	No	120	118	0
Loan	14	22	Bay Terrace Cooperative Section VIII, Inc.	0.09371%	0.08000%	0.00000%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	2	No	120	118	0
Loan	14	23	Park City Self Storage	0.01871%	0.00250%	0.00250%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	1	No	120	119	120
Loan		24	Boca Chica Plaza	0.01871%	0.00250%	0.00250%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	1	No	120	119	0
Loan	14	25	Booth Street Owners Corp.	0.09371%	0.08000%	0.00000%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	1	No	120	119	0
Loan	14	26	Sparrows Lodge	0.01871%	0.00250%	0.00250%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	0	No	120	120	120
Loan		27	Peter Pan MHC	0.09621%	0.00250%	0.08000%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	0	No	120	120	120
Loan		28	27 Orinda Way	0.01871%	0.00250%	0.00250%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	1	No	120	119	84
Loan	14	29	Wesley House Ltd.	0.09371%	0.08000%	0.00000%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	1	No	120	119	120
Loan	14	30	3600 Fieldston Road Apartment Corporation	0.09371%	0.08000%	0.00000%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	1	No	120	119	120
Loan	14	31	35 W. 9 Owners Corp.	0.09371%	0.08000%	0.00000%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	2	No	120	118	0
Loan	14	32	83-10 35th Avenue Owner’s Corp.	0.09371%	0.08000%	0.00000%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	1	No	120	119	0
Loan		33	Skylark MHC	0.13386%	0.00250%	0.11765%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	0	No	120	120	120
Loan	14	34	Kent Bentley Apartments, Inc.	0.09371%	0.08000%	0.00000%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	2	No	120	118	0
Loan	14	35	Thornycroft Tenants’ Corp.	0.09371%	0.08000%	0.00000%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	2	No	120	118	120
Loan	15	36	Sunnyvale Medical Plaza	0.01871%	0.00250%	0.00250%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	2	No	120	118	0
Loan	14	37	Burnham House, Inc.	0.09371%	0.08000%	0.00000%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	1	No	120	119	0
Loan	14	38	5601 Riverdale Owners Corp.	0.09371%	0.08000%	0.00000%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	1	No	120	119	0
Loan	14	39	Lenox Manor Owners, Inc.; Compark Owners Corp.	0.09371%	0.08000%	0.00000%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	2	No	120	118	0
Loan	14	40	44-46 West 65th Apartment Corp.	0.09371%	0.08000%	0.00000%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	1	No	120	119	0
Loan		41	Jonesboro Self Storage	0.01871%	0.00250%	0.00250%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	1	No	120	119	24
Loan		42	Rio Seco MHC	0.25815%	0.00250%	0.24194%	0.00000%	0.01054%	0.00223%	0.00044%	0.00050%	Actual/360	0	No	120	120	120

A-1-5

Annex A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

Property Flag	Footnotes	Loan ID	Property Name	Remaining Interest-Only Period (mos.)	Original Amortization Term (mos.)	Remaining Amortization Term (mos.)	Note Date	First Payment Date	First P&I Payment Date (Partial IO Loans)	Maturity  Date	ARD Loan Final Maturity Date	Monthly Debt Service (P&I)	Monthly Debt Service (IO)	Annual Debt Service (P&I)	Annual Debt Service (IO)	Lockbox Type	Cash Management Status	Crossed With Other Loans
Loan	5, 8, 9	1	Twelve Oaks Mall	0	360	359	2/28/2018	4/6/2018	N/A	3/6/2028	N/A	$326,572.19	$0.00	3,918,866.28	$0	Hard	Springing	No
Loan	5, 6, 7, 9	2	Extra Space - TIAA Self Storage Portfolio	119	0	0	2/2/2018	4/1/2018	N/A	3/1/2028	N/A	$0.00	$252,749.83	$0.00	3,032,997.96	Springing	Springing	No
Property		2.01	Extra Space Washington
Property		2.02	Extra Space San Jose
Property		2.03	Extra Space San Diego
Property		2.04	Extra Space Panorama City
Property		2.05	Extra Space Norwalk
Property		2.06	Extra Space Miami East
Property		2.07	Extra Space Miami West
Property		2.08	Extra Space Palo Alto
Property		2.09	Extra Space Covina
Property		2.10	Extra Space Gaithersburg
Property		2.11	Extra Space Philadelphia
Property		2.12	Extra Space Westminster
Property		2.13	Extra Space Newark
Property		2.14	Extra Space Essex
Property		2.15	Extra Space New Bedford
Property		2.16	Extra Space Birmingham
Property		2.17	Extra Space Haverhill
Property		2.18	Extra Space Shrewsbury
Property		2.19	Extra Space Dallas
Property		2.20	Extra Space Enfield
Property		2.21	Extra Space San Diego Miramar
Property		2.22	Extra Space Shawnee
Property		2.23	Extra Space Overland Park
Property		2.24	Extra Space Tucson
Loan	5, 9, 16	3	Apple Campus 3	117	0	0	12/14/2017	2/6/2018	N/A	1/6/2028	4/6/2031	$0.00	$179,114.97	$0.00	2,149,379.64	Hard	In Place	No
Loan	5, 9, 16	4	One Dulles Tower	119	0	0	2/28/2018	4/11/2018	N/A	3/11/2028	9/30/2029	$0.00	$212,171.46	$0.00	2,546,057.52	Hard	In Place	No
Loan	5	5	Airport Business Center	118	0	0	1/24/2018	3/7/2018	N/A	2/7/2028	N/A	$0.00	$195,912.91	$0.00	2,350,954.92	Hard	In Place	No
Loan	5, 6, 7, 9, 10	6	Northwest Hotel Portfolio	0	300	300	3/22/2018	5/11/2018	N/A	4/11/2028	N/A	$236,170.37	$0.00	2,834,044.44	$0	Hard	Springing	No
Property		6.01	Hilton Garden Inn Bend
Property		6.02	Hampton Inn & Suites Bend
Property		6.03	Hilton Garden Inn Salt Lake City Downtown
Property		6.04	Hampton Inn & Suites Coeur d’Alene
Property		6.05	Hampton Inn & Suites Boise Spectrum
Property		6.06	La Quinta Inns & Suites Coeur d’Alene
Property		6.07	La Quinta Inns & Suites Twin Falls
Loan	5, 6	7	North Bay Portfolio	60	360	360	3/8/2018	5/1/2018	5/1/2023	4/1/2028	N/A	$177,423.05	$133,191.20	2,129,076.60	1,598,294.40	Springing	Springing	No
Property		7.01	Petaluma Business Center
Property		7.02	South Petaluma Business Center
Property		7.03	Lakeville Business Center
Loan		8	Prescott Valley Crossroads	36	360	360	3/15/2018	5/1/2018	5/1/2021	4/1/2028	N/A	$168,914.15	$131,170.61	2,026,969.80	1,574,047.32	Springing	Springing	No
Loan	6	9	WMC Portfolio	24	360	360	3/8/2018	5/1/2018	5/1/2020	4/1/2028	N/A	$154,439.76	$118,135.48	1,853,277.12	1,417,625.76	Springing	Springing	No
Property		9.01	Oak Summit
Property		9.02	Wytheville Commons
Property		9.03	Chatham Crossing
Loan	5, 11, 12	10	The Gateway	120	0	0	3/16/2018	5/6/2018	N/A	4/6/2028	N/A	$0.00	$86,476.27	$0.00	1,037,715.24	Soft	Springing	No
Loan		11	One Lincoln Station	120	0	0	3/13/2018	5/11/2018	N/A	4/11/2028	N/A	$0.00	$109,614.06	$0.00	1,315,368.72	Springing	Springing	No
Loan	13	12	Shoppes of Benton	0	360	360	3/20/2018	5/1/2018	N/A	4/1/2028	N/A	$122,283.82	$0.00	1,467,405.84	$0	Springing	Springing	No
Loan	14	13	300 E. 85th Housing Corp.	0	480	479	2/27/2018	4/1/2018	N/A	3/1/2028	N/A	$65,764.37	$0.00	789,172.44	$0	N/A	N/A	No
Loan		14	Peninsula Ridge	36	360	360	3/2/2018	5/1/2018	5/1/2021	4/1/2028	N/A	$67,188.70	$51,294.33	806,264.40	615,531.96	Springing	Springing	No
Loan		15	Warm Springs Promenade	0	360	359	2/9/2018	4/1/2018	N/A	3/1/2028	N/A	$68,797.07	$0.00	825,564.84	$0	Springing	Springing	No
Loan		16	Holiday Inn BWI Airport	0	360	359	2/5/2018	4/1/2018	N/A	3/1/2028	N/A	$63,706.45	$0.00	764,477.40	$0	Springing	Springing	No
Loan	6	17	Crescendo Las Vegas Self Storage Portfolio	119	0	0	2/22/2018	4/1/2018	N/A	3/1/2028	N/A	$0.00	$42,093.29	$0.00	505,119.48	Springing	Springing	No
Property		17.01	StorageOne at Lone Mountain
Property		17.02	StoreMore Self Storage
Loan		18	Dollar Self Storage	0	360	360	3/8/2018	5/1/2018	N/A	4/1/2028	N/A	$42,336.66	$0.00	508,039.92	$0	Springing	Springing	No
Loan		19	South Academy Highlands	0	360	360	3/2/2018	5/1/2018	N/A	4/1/2028	N/A	$40,541.46	$0.00	486,497.52	$0	Springing	Springing	No
Loan		20	Miami Heights MHC	0	360	359	3/1/2018	4/1/2018	N/A	3/1/2028	N/A	$36,217.24	$0.00	434,606.88	$0.00	Springing	Springing	No
Loan		21	Dunes Retail Center	0	300	298	1/19/2018	3/11/2018	N/A	2/11/2028	N/A	$38,793.73	$0.00	465,524.76	$0	N/A	N/A	No
Loan	14	22	Bay Terrace Cooperative Section VIII, Inc.	0	420	418	1/31/2018	3/1/2018	N/A	2/1/2028	N/A	$26,717.33	$0.00	320,607.96	$0	N/A	N/A	No
Loan	14	23	Park City Self Storage	119	0	0	2/16/2018	4/1/2018	N/A	3/1/2028	N/A	$0.00	$22,665.49	$0.00	271,985.88	Springing	Springing	No
Loan		24	Boca Chica Plaza	0	360	359	2/28/2018	4/11/2018	N/A	3/11/2028	N/A	$32,392.89	$0.00	388,714.68	$0	N/A	N/A	No
Loan	14	25	Booth Street Owners Corp.	0	480	479	3/1/2018	4/1/2018	N/A	3/1/2028	N/A	$23,364.32	$0.00	280,371.84	$0	N/A	N/A	No
Loan	14	26	Sparrows Lodge	120	0	0	3/9/2018	5/1/2018	N/A	4/1/2028	N/A	$0.00	$19,496.24	$0.00	233,954.88	Springing	Springing	No
Loan		27	Peter Pan MHC	120	0	0	3/9/2018	5/1/2018	N/A	4/1/2028	N/A	$0.00	$19,198.20	$0.00	230,378.40	Springing	Springing	No
Loan		28	27 Orinda Way	83	360	360	2/21/2018	4/11/2018	4/11/2025	3/11/2028	N/A	$23,555.57	$18,173.96	282,666.84	218,087.52	Springing	Springing	No
Loan	14	29	Wesley House Ltd.	119	0	0	2/26/2018	4/1/2018	N/A	3/1/2028	N/A	$0.00	$14,295.83	$0.00	171,549.96	N/A	N/A	No
Loan	14	30	3600 Fieldston Road Apartment Corporation	119	0	0	2/28/2018	4/1/2018	N/A	3/1/2028	N/A	$0.00	$10,874.80	$0.00	130,497.60	N/A	N/A	No
Loan	14	31	35 W. 9 Owners Corp.	0	360	358	1/31/2018	3/1/2018	N/A	2/1/2028	N/A	$13,978.72	$0.00	167,744.64	$0	N/A	N/A	No
Loan	14	32	83-10 35th Avenue Owner’s Corp.	0	360	359	2/27/2018	4/1/2018	N/A	3/1/2028	N/A	$13,256.07	$0.00	159,072.84	$0	N/A	N/A	No
Loan		33	Skylark MHC	120	0	0	3/9/2018	5/1/2018	N/A	4/1/2028	N/A	$0.00	$9,813.81	$0.00	117,765.72	Springing	Springing	No
Loan	14	34	Kent Bentley Apartments, Inc.	0	360	358	1/10/2018	3/1/2018	N/A	2/1/2028	N/A	$11,592.08	$0.00	139,104.96	$0	N/A	N/A	No
Loan	14	35	Thornycroft Tenants’ Corp.	118	0	0	2/1/2018	3/1/2018	N/A	2/1/2028	N/A	$0.00	$7,357.03	$0.00	88,284.36	N/A	N/A	No
Loan	15	36	Sunnyvale Medical Plaza	0	300	298	1/18/2018	3/1/2018	N/A	2/1/2028	N/A	$13,284.37	$0.00	159,412.44	$0	Springing	Springing	No
Loan	14	37	Burnham House, Inc.	0	360	359	2/28/2018	4/1/2018	N/A	3/1/2028	N/A	$9,792.02	$0.00	117,504.24	$0	N/A	N/A	No
Loan	14	38	5601 Riverdale Owners Corp.	0	360	359	2/6/2018	4/1/2018	N/A	3/1/2028	N/A	$9,490.74	$0.00	113,888.88	$0	N/A	N/A	No
Loan	14	39	Lenox Manor Owners, Inc.; Compark Owners Corp.	0	360	358	1/25/2018	3/1/2018	N/A	2/1/2028	N/A	$9,285.02	$0.00	111,420.24	$0	N/A	N/A	No
Loan	14	40	44-46 West 65th Apartment Corp.	0	300	299	2/27/2018	4/1/2018	N/A	3/1/2028	N/A	$8,703.75	$0.00	104,445.00	$0	N/A	N/A	No
Loan		41	Jonesboro Self Storage	23	360	360	2/13/2018	4/1/2018	4/1/2020	3/1/2028	N/A	$8,005.21	$6,651.24	96,062.52	79,814.88	Springing	Springing	No
Loan		42	Rio Seco MHC	120	0	0	3/9/2018	5/1/2018	N/A	4/1/2028	N/A	$0.00	$5,060.32	$0.00	60,723.84	Springing	Springing	No

A-1-6

Annex A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

Property Flag

Footnotes

Loan ID

Property Name

Related-Borrower Loans

UW NOI DSCR (P&I)

UW NOI DSCR (IO)

UW NCF DSCR (P&I)

UW NCF DSCR (IO)

Cut-Off Date LTV Ratio

Maturity Date LTV Ratio

Grace Period to Late Charge (Days)

Grace Period to Default (Days)

Due Date

Prepayment Provisions (No. of Payments)

YM Formula

Third Most Recent Revenues

Loan

5, 8, 9

1

Twelve Oaks Mall

N/A

2.60x

N/A

2.55x

N/A

36.1%

29.7%

0

0

Sixth

LO(25);DEF(91);O(4)

$48,945,558

Loan

5, 6, 7, 9

2

Extra Space - TIAA Self Storage Portfolio

N/A

N/A

1.99x

N/A

1.97x

58.1%

58.1%

0

4

First

LO(25);DEF(88);O(7)

$26,165,955

Property

2.01

Extra Space Washington

$3,637,437

Property

2.02

Extra Space San Jose

$1,655,129

Property

2.03

Extra Space San Diego

$1,574,844

Property

2.04

Extra Space Panorama City

$1,457,730

Property

2.05

Extra Space Norwalk

$1,295,798

Property

2.06

Extra Space Miami East

$1,342,555

Property

2.07

Extra Space Miami West

$1,345,434

Property

2.08

Extra Space Palo Alto

$1,163,476

Property

2.09

Extra Space Covina

$1,131,318

Property

2.10

Extra Space Gaithersburg

$1,095,937

Property

2.11

Extra Space Philadelphia

$1,012,440

Property

2.12

Extra Space Westminster

$1,033,623

Property

2.13

Extra Space Newark

$931,496

Property

2.14

Extra Space Essex

$930,999

Property

2.15

Extra Space New Bedford

$783,013

Property

2.16

Extra Space Birmingham

$770,482

Property

2.17

Extra Space Haverhill

$860,126

Property

2.18

Extra Space Shrewsbury

$824,396

Property

2.19

Extra Space Dallas

$611,753

Property

2.20

Extra Space Enfield

$644,450

Property

2.21

Extra Space San Diego Miramar

$593,592

Property

2.22

Extra Space Shawnee

$526,952

Property

2.23

Extra Space Overland Park

$539,589

Property

2.24

Extra Space Tucson

$403,386

Loan

5, 9, 16

3

Apple Campus 3

N/A

N/A

3.57x

N/A

3.55x

44.0%

44.0%

0

0

Sixth

LO(27);DEF(86);O(7)

N/A

Loan

5, 9, 16

4

One Dulles Tower

N/A

N/A

2.18x

N/A

2.17x

71.5%

71.5%

0

0

Eleventh

LO(25);DEF(91);O(4)

N/A

Loan

5

5

Airport Business Center

N/A

N/A

2.20x

N/A

2.12x

61.3%

61.3%

0

0

Seventh

LO(26);DEF(90);O(4)

$16,334,076

Loan

5, 6, 7, 9, 10

6

Northwest Hotel Portfolio

N/A

1.96x

N/A

1.78x

N/A

65.3%

49.0%

0

0

Eleventh

LO(24);DEF(92);O(4)

$32,427,758

Property

6.01

Hilton Garden Inn Bend

$5,416,564

Property

6.02

Hampton Inn & Suites Bend

$4,710,216

Property

6.03

Hilton Garden Inn Salt Lake City Downtown

$6,224,161

Property

6.04

Hampton Inn & Suites Coeur d’Alene

$4,805,206

Property

6.05

Hampton Inn & Suites Boise Spectrum

$5,115,220

Property

6.06

La Quinta Inns & Suites Coeur d’Alene

$3,181,823

Property

6.07

La Quinta Inns & Suites Twin Falls

$2,974,568

Loan

5, 6

7

North Bay Portfolio

N/A

1.85x

2.46x

1.66x

2.21x

62.4%

57.2%

5

4

First

LO(24);YM1(91);O(5)

A

$6,225,864

Property

7.01

Petaluma Business Center

$2,387,362

Property

7.02

South Petaluma Business Center

$2,372,106

Property

7.03

Lakeville Business Center

$1,466,396

Loan

8

Prescott Valley Crossroads

N/A

1.59x

2.05x

1.49x

1.92x

65.3%

57.7%

5

4

First

LO(24);YM1(92);O(4)

B

$2,961,043

Loan

6

9

WMC Portfolio

N/A

1.59x

2.08x

1.44x

1.88x

74.9%

64.4%

5

5

First

LO(24);DEF(91);O(5)

$3,683,830

Property

9.01

Oak Summit

$2,025,530

Property

9.02

Wytheville Commons

$1,254,009

Property

9.03

Chatham Crossing

$404,291

Loan

5, 11, 12

10

The Gateway

N/A

N/A

3.02x

N/A

3.00x

38.0%

38.0%

0

0

Sixth

LO(11);YM1(13);DEF/YM1(89);O(7)

C

$47,219,420

Loan

11

One Lincoln Station

N/A

N/A

2.07x

N/A

1.94x

61.6%

61.6%

0

0

Eleventh

LO(24);DEF(92);O(4)

N/A

Loan

13

12

Shoppes of Benton

N/A

1.35x

N/A

1.23x

N/A

71.0%

58.4%

5

5

First

LO(24);DEF(91);O(5)

N/A

Loan

14

13

300 E. 85th Housing Corp.

N/A

5.98x

N/A

5.89x

N/A

6.5%

5.8%

10

10

First

YM1(113);O(7)

D

N/A

Loan

14

Peninsula Ridge

N/A

1.33x

1.74x

1.30x

1.70x

73.2%

64.5%

0

5

First

LO(24);DEF(91);O(5)

N/A

Loan

15

Warm Springs Promenade

N/A

1.89x

N/A

1.67x

N/A

64.0%

52.6%

5

5

First

LO(25);DEF(90);O(5)

$1,524,637

Loan

16

Holiday Inn BWI Airport

N/A

2.05x

N/A

1.79x

N/A

67.1%

55.5%

5

5

First

LO(25);DEF(91);O(4)

$4,724,518

Loan

6

17

Crescendo Las Vegas Self Storage Portfolio

N/A

N/A

1.84x

N/A

1.79x

59.9%

59.9%

5

4

First

LO(25);DEF/YM1(90);O(5)

E

$1,267,415

Property

17.01

StorageOne at Lone Mountain

$700,419

Property

17.02

StoreMore Self Storage

$566,996

Loan

18

Dollar Self Storage

N/A

1.35x

N/A

1.33x

N/A

64.0%

52.5%

5

5

First

LO(24);DEF(91);O(5)

$972,776

Loan

19

South Academy Highlands

N/A

1.36x

N/A

1.31x

N/A

73.6%

61.1%

5 days once every 12 month period

5

First

LO(23);YM1(93);O(4)

F

N/A

Loan

20

Miami Heights MHC

N/A

1.42x

N/A

1.40x

N/A

63.1%

52.2%

5

4

First

LO(25);DEF(91);O(4)

$954,036

Loan

21

Dunes Retail Center

N/A

1.35x

N/A

1.27x

N/A

65.3%

49.3%

0

0

Eleventh

LO(26);DEF(90);O(4)

$690,487

Loan

14

22

Bay Terrace Cooperative Section VIII, Inc.

N/A

5.02x

N/A

4.90x

N/A

20.2%

17.1%

10

10

First

YM1(113);1%(3);O(4)

D

N/A

Loan

14

23

Park City Self Storage

N/A

N/A

2.88x

N/A

2.84x

44.3%

44.3%

5

4

First

LO(25);DEF(90);O(5)

$1,092,961

Loan

24

Boca Chica Plaza

N/A

1.74x

N/A

1.61x

N/A

65.9%

54.4%

0

0

Eleventh

LO(25);DEF(91);O(4)

$795,420

Loan

14

25

Booth Street Owners Corp.

N/A

5.77x

N/A

5.67x

N/A

9.9%

8.8%

10

10

First

YM1(113);1%(3);O(4)

D

N/A

Loan

14

26

Sparrows Lodge

N/A

N/A

4.54x

N/A

4.12x

52.6%

52.6%

5

4

First

LO(23);YM1(92);O(5)

G

$2,262,120

Loan

27

Peter Pan MHC

Group A

N/A

2.26x

N/A

2.24x

54.7%

54.7%

5

4

First

LO(24);DEF(92);O(4)

$891,869

Loan

28

27 Orinda Way

N/A

1.51x

1.96x

1.47x

1.91x

40.0%

38.2%

0

0

Eleventh

LO(25);DEF(91);O(4)

N/A

Loan

14

29

Wesley House Ltd.

N/A

N/A

5.36x

N/A

5.25x

22.4%

22.4%

10

10

First

YM1(113);1%(3);O(4)

D

N/A

Loan

14

30

3600 Fieldston Road Apartment Corporation

N/A

N/A

6.40x

N/A

6.21x

18.9%

18.9%

10

10

First

YM1(113);1%(3);O(4)

D

N/A

Loan

14

31

35 W. 9 Owners Corp.

N/A

11.62x

N/A

11.42x

N/A

4.7%

3.7%

10

10

First

YM1(113);1%(3);O(4)

D

N/A

Loan

14

32

83-10 35th Avenue Owner’s Corp.

N/A

10.07x

N/A

9.80x

N/A

4.6%

3.7%

10

10

First

YM1(113);1%(3);O(4)

D

N/A

Loan

33

Skylark MHC

Group A

N/A

2.56x

N/A

2.52x

56.4%

56.4%

5

4

First

LO(24);DEF(92);O(4)

$456,484

Loan

14

34

Kent Bentley Apartments, Inc.

N/A

5.31x

N/A

5.21x

N/A

24.7%

19.5%

10

10

First

YM1(113);1%(3);O(4)

D

N/A

Loan

14

35

Thornycroft Tenants’ Corp.

N/A

N/A

20.33x

N/A

20.00x

8.9%

8.9%

10

10

First

YM1(113);1%(3);O(4)

D

N/A

Loan

15

36

Sunnyvale Medical Plaza

N/A

1.42x

N/A

1.40x

N/A

74.5%

57.4%

5

5

First

LO(23);YM1(92);O(5)

H

$251,560

Loan

14

37

Burnham House, Inc.

N/A

18.46x

N/A

18.37x

N/A

3.6%

2.9%

10

10

First

YM1(113);1%(3);O(4)

D

N/A

Loan

14

38

5601 Riverdale Owners Corp.

N/A

11.48x

N/A

11.18x

N/A

9.3%

7.4%

10

10

First

YM1(113);1%(3);O(4)

D

N/A

Loan

14

39

Lenox Manor Owners, Inc.; Compark Owners Corp.

N/A

57.46x

N/A

56.99x

N/A

1.0%

0.8%

10

10

First

YM1(113);1%(3);O(4)

D

N/A

Loan

14

40

44-46 West 65th Apartment Corp.

N/A

3.64x

N/A

3.60x

N/A

12.5%

9.1%

10

10

First

YM1(113);1%(3);O(4)

D

N/A

Loan

41

Jonesboro Self Storage

N/A

1.49x

1.79x

1.42x

1.71x

74.4%

65.6%

5

4

First

LO(25);DEF(91);O(4)

$258,201

Loan

42

Rio Seco MHC

Group A

N/A

2.78x

N/A

2.73x

51.7%

51.7%

5

4

First

LO(24);DEF(92);O(4)

$324,435

A-1-7

Annex A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

Property Flag	Footnotes	Loan ID	Property Name	Third Most Recent Expenses	Third Most Recent NOI	Third Most Recent NOI Date	Third Most Recent NOI Debt Yield	Second Most  Recent Revenues	Second Most  Recent Expenses	Second Most  Recent NOI	Second Most Recent NOI Date	Second Most Recent NOI Debt Yield	Most  Recent Revenues	Most  Recent Expenses	Most Recent NOI	Most Recent NOI Date
Loan	5, 8, 9	1	Twelve Oaks Mall	$13,248,393	$35,697,165	12/31/2015	17.9%	$49,470,075	$13,200,966	$36,269,109	12/31/2016	18.2%	$47,095,819	$12,959,706	$34,136,114	11/30/2017 TTM
Loan	5, 6, 7, 9	2	Extra Space - TIAA Self Storage Portfolio	$8,583,643	$17,582,312	12/31/2015	7.7%	$27,769,303	$8,591,017	$19,178,286	12/31/2016	8.4%	$28,991,712	$8,620,095	$20,371,617	12/31/2017
Property		2.01	Extra Space Washington	$1,089,510	$2,547,927	12/31/2015		$3,765,928	$1,123,512	$2,642,416	12/31/2016		$3,809,383	$1,108,314	$2,701,069	12/31/2017
Property		2.02	Extra Space San Jose	$430,349	$1,224,780	12/31/2015		$1,737,437	$454,576	$1,282,861	12/31/2016		$1,810,952	$439,006	$1,371,946	12/31/2017
Property		2.03	Extra Space San Diego	$472,544	$1,102,300	12/31/2015		$1,727,185	$454,318	$1,272,867	12/31/2016		$1,785,023	$452,637	$1,332,386	12/31/2017
Property		2.04	Extra Space Panorama City	$484,844	$972,886	12/31/2015		$1,552,755	$463,806	$1,088,949	12/31/2016		$1,653,108	$485,673	$1,167,435	12/31/2017
Property		2.05	Extra Space Norwalk	$403,111	$892,687	12/31/2015		$1,481,976	$410,551	$1,071,425	12/31/2016		$1,621,020	$419,241	$1,201,779	12/31/2017
Property		2.06	Extra Space Miami East	$383,836	$958,719	12/31/2015		$1,422,485	$378,282	$1,044,203	12/31/2016		$1,455,258	$386,127	$1,069,131	12/31/2017
Property		2.07	Extra Space Miami West	$371,620	$973,814	12/31/2015		$1,425,910	$399,904	$1,026,006	12/31/2016		$1,530,773	$394,000	$1,136,773	12/31/2017
Property		2.08	Extra Space Palo Alto	$382,189	$781,287	12/31/2015		$1,261,162	$390,026	$871,136	12/31/2016		$1,329,767	$382,701	$947,066	12/31/2017
Property		2.09	Extra Space Covina	$358,738	$772,580	12/31/2015		$1,224,409	$349,555	$874,854	12/31/2016		$1,317,669	$369,275	$948,394	12/31/2017
Property		2.10	Extra Space Gaithersburg	$344,662	$751,275	12/31/2015		$1,156,363	$339,781	$816,582	12/31/2016		$1,186,086	$342,483	$843,603	12/31/2017
Property		2.11	Extra Space Philadelphia	$328,931	$683,509	12/31/2015		$1,035,620	$305,365	$730,255	12/31/2016		$1,131,001	$289,175	$841,826	12/31/2017
Property		2.12	Extra Space Westminster	$358,187	$675,436	12/31/2015		$1,148,721	$354,200	$794,521	12/31/2016		$1,181,117	$351,539	$829,578	12/31/2017
Property		2.13	Extra Space Newark	$294,698	$636,798	12/31/2015		$923,823	$282,470	$641,353	12/31/2016		$1,000,070	$292,448	$707,622	12/31/2017
Property		2.14	Extra Space Essex	$283,253	$647,746	12/31/2015		$963,825	$306,309	$657,516	12/31/2016		$934,496	$300,372	$634,124	12/31/2017
Property		2.15	Extra Space New Bedford	$322,148	$460,865	12/31/2015		$869,182	$321,660	$547,522	12/31/2016		$949,890	$327,232	$622,658	12/31/2017
Property		2.16	Extra Space Birmingham	$246,086	$524,396	12/31/2015		$827,485	$246,126	$581,359	12/31/2016		$872,764	$242,180	$630,584	12/31/2017
Property		2.17	Extra Space Haverhill	$330,778	$529,348	12/31/2015		$898,065	$329,069	$568,996	12/31/2016		$917,131	$311,154	$605,977	12/31/2017
Property		2.18	Extra Space Shrewsbury	$285,013	$539,383	12/31/2015		$830,735	$271,742	$558,993	12/31/2016		$841,342	$290,622	$550,720	12/31/2017
Property		2.19	Extra Space Dallas	$218,182	$393,571	12/31/2015		$659,556	$224,881	$434,675	12/31/2016		$696,695	$230,206	$466,489	12/31/2017
Property		2.20	Extra Space Enfield	$287,099	$357,351	12/31/2015		$684,025	$278,658	$405,367	12/31/2016		$711,696	$287,268	$424,428	12/31/2017
Property		2.21	Extra Space San Diego Miramar	$241,525	$352,067	12/31/2015		$656,386	$234,644	$421,742	12/31/2016		$651,396	$233,788	$417,608	12/31/2017
Property		2.22	Extra Space Shawnee	$225,396	$301,556	12/31/2015		$559,390	$245,719	$313,671	12/31/2016		$583,800	$254,527	$329,273	12/31/2017
Property		2.23	Extra Space Overland Park	$231,419	$308,170	12/31/2015		$536,422	$228,822	$307,600	12/31/2016		$558,594	$238,331	$320,263	12/31/2017
Property		2.24	Extra Space Tucson	$209,525	$193,861	12/31/2015		$420,458	$197,041	$223,417	12/31/2016		$462,681	$191,796	$270,885	12/31/2017
Loan	5, 9, 16	3	Apple Campus 3	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	5, 9, 16	4	One Dulles Tower	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	5	5	Airport Business Center	$4,180,929	$12,153,147	12/31/2015	8.1%	$17,146,711	$4,242,336	$12,904,375	12/31/2016	8.6%	$17,917,090	$4,281,428	$13,635,662	10/31/2017 TTM
Loan	5, 6, 7, 9, 10	6	Northwest Hotel Portfolio	$18,706,692	$13,721,067	12/31/2015	12.1%	$35,371,115	$19,536,323	$15,834,792	12/31/2016	14.0%	$35,830,406	$20,182,901	$15,647,504	12/31/2017
Property		6.01	Hilton Garden Inn Bend	$3,113,933	$2,302,631	12/31/2015		$6,042,854	$3,157,981	$2,884,874	12/31/2016		$5,917,013	$3,237,510	$2,679,503	12/31/2017
Property		6.02	Hampton Inn & Suites Bend	$2,512,862	$2,197,354	12/31/2015		$5,637,709	$2,907,004	$2,730,705	12/31/2016		$5,563,015	$3,014,621	$2,548,394	12/31/2017
Property		6.03	Hilton Garden Inn Salt Lake City Downtown	$3,695,654	$2,528,507	12/31/2015		$6,275,981	$3,785,238	$2,490,743	12/31/2016		$6,494,727	$3,875,213	$2,619,514	12/31/2017
Property		6.04	Hampton Inn & Suites Coeur d’Alene	$2,451,178	$2,354,028	12/31/2015		$5,225,712	$2,625,983	$2,599,729	12/31/2016		$5,370,398	$2,736,356	$2,634,041	12/31/2017
Property		6.05	Hampton Inn & Suites Boise Spectrum	$2,986,479	$2,128,741	12/31/2015		$5,553,791	$3,038,827	$2,514,965	12/31/2016		$5,564,556	$3,185,681	$2,378,875	12/31/2017
Property		6.06	La Quinta Inns & Suites Coeur d’Alene	$1,983,284	$1,198,540	12/31/2015		$3,312,784	$1,987,730	$1,325,054	12/31/2016		$3,644,323	$2,125,109	$1,519,214	12/31/2017
Property		6.07	La Quinta Inns & Suites Twin Falls	$1,963,302	$1,011,267	12/31/2015		$3,322,283	$2,033,561	$1,288,722	12/31/2016		$3,276,373	$2,008,411	$1,267,962	12/31/2017
Loan	5, 6	7	North Bay Portfolio	$2,233,675	$3,992,189	12/31/2015	7.4%	$7,767,420	$2,840,862	$4,926,558	12/31/2016	9.1%	$8,330,755	$2,945,690	$5,385,065	12/31/2017
Property		7.01	Petaluma Business Center	$577,225	$1,810,137	12/31/2015		$2,851,096	$743,974	$2,107,122	12/31/2016		$2,786,728	$770,462	$2,016,266	12/31/2017
Property		7.02	South Petaluma Business Center	$958,153	$1,413,953	12/31/2015		$3,043,916	$1,262,563	$1,781,353	12/31/2016		$3,345,388	$1,302,419	$2,042,969	12/31/2017
Property		7.03	Lakeville Business Center	$698,297	$768,099	12/31/2015		$1,872,408	$834,325	$1,038,083	12/31/2016		$2,198,639	$872,809	$1,325,830	12/31/2017
Loan		8	Prescott Valley Crossroads	$645,328	$2,315,715	12/31/2015	7.2%	$3,397,927	$729,694	$2,668,233	12/31/2016	8.3%	$3,721,248	$685,572	$3,035,676	12/31/2017
Loan	6	9	WMC Portfolio	$768,456	$2,915,374	12/31/2015	9.8%	$3,658,496	$766,558	$2,891,938	12/31/2016	9.7%	$3,472,969	$720,269	$2,752,700	12/31/2017
Property		9.01	Oak Summit	$446,418	$1,579,112	12/31/2015		$2,016,885	$421,621	$1,595,264	12/31/2016		$1,758,832	$416,120	$1,342,712	12/31/2017
Property		9.02	Wytheville Commons	$226,866	$1,027,143	12/31/2015		$1,235,012	$254,491	$980,521	12/31/2016		$1,301,873	$219,697	$1,082,176	12/31/2017
Property		9.03	Chatham Crossing	$95,172	$309,119	12/31/2015		$406,599	$90,446	$316,153	12/31/2016		$412,264	$84,452	$327,812	12/31/2017
Loan	5, 11, 12	10	The Gateway	$10,391,115	$36,828,305	12/31/2015	11.2%	$48,272,429	$10,606,334	$37,666,095	12/31/2016	11.4%	$48,227,609	$10,883,334	$37,344,275	12/31/2017
Loan		11	One Lincoln Station	N/A	N/A	N/A	N/A	$2,373,484	$1,319,546	$1,053,938	12/31/2016	3.9%	$3,309,690	$2,061,207	$1,248,483	12/31/2017
Loan	13	12	Shoppes of Benton	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	13	300 E. 85th Housing Corp.	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan		14	Peninsula Ridge	N/A	N/A	N/A	N/A	$1,035,287	$455,862	$579,425	12/31/2017	4.5%	$1,116,786	$468,495	$648,292	1/31/2018 TTM
Loan		15	Warm Springs Promenade	$407,026	$1,117,611	12/31/2015	8.6%	$1,641,145	$347,199	$1,293,946	12/31/2016	10.0%	$2,135,765	$425,445	$1,710,319	12/31/2017
Loan		16	Holiday Inn BWI Airport	$3,157,608	$1,566,910	12/31/2015	13.3%	$4,738,266	$3,212,670	$1,525,596	12/31/2016	13.0%	$4,919,798	$3,354,537	$1,565,261	11/30/2017 TTM
Loan	6	17	Crescendo Las Vegas Self Storage Portfolio	$528,117	$739,298	12/31/2016	7.4%	$1,334,656	$532,208	$802,448	12/31/2017	8.0%	$1,338,398	$527,102	$811,296	1/31/2018 TTM
Property		17.01	StorageOne at Lone Mountain	$286,091	$414,328	12/31/2016		$753,862	$278,179	$475,683	12/31/2017		$757,000	$279,557	$477,443	1/31/2018 TTM
Property		17.02	StoreMore Self Storage	$242,026	$324,970	12/31/2016		$580,794	$254,029	$326,765	12/31/2017		$581,398	$247,545	$333,853	1/31/2018 TTM
Loan		18	Dollar Self Storage	$358,370	$614,406	1/31/2018 TTM	7.7%	$1,109,729	$394,210	$715,519	1/31/2018 T-6 Ann.	8.9%	$1,153,273	$385,734	$767,539	1/31/2018 T-3 Ann.
Loan		19	South Academy Highlands	N/A	N/A	N/A	N/A	$434,253	$132,427	$301,826	12/31/2016	4.1%	$719,437	$201,120	$518,317	12/31/2017
Loan		20	Miami Heights MHC	$308,064	$645,972	12/31/2015	9.7%	$965,868	$319,689	$646,179	12/31/2016	9.7%	$980,239	$380,402	$599,837	12/31/2017
Loan		21	Dunes Retail Center	$164,375	$526,112	12/31/2015	8.0%	$746,370	$163,133	$583,238	12/31/2016	8.9%	$786,516	$198,135	$588,381	12/31/2017
Loan	14	22	Bay Terrace Cooperative Section VIII, Inc.	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	23	Park City Self Storage	$353,783	$739,178	12/31/2015	12.3%	$1,129,891	$366,673	$763,218	12/31/2016	12.7%	$1,125,574	$346,659	$778,915	12/31/2017
Loan		24	Boca Chica Plaza	$182,286	$613,134	12/31/2015	10.2%	$779,998	$181,935	$598,063	12/31/2016	10.0%	$710,774	$183,681	$527,093	12/31/2017
Loan	14	25	Booth Street Owners Corp.	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	26	Sparrows Lodge	$1,271,002	$991,118	12/31/2016	19.8%	$2,401,348	$1,333,106	$1,068,242	12/31/2017	21.4%	$2,440,997	$1,353,946	$1,087,051	1/31/2018 TTM
Loan		27	Peter Pan MHC	$380,343	$511,526	12/31/2015	10.5%	$915,695	$385,575	$530,120	12/31/2016	10.9%	$918,479	$395,557	$522,922	12/31/2017
Loan		28	27 Orinda Way	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	29	Wesley House Ltd.	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	30	3600 Fieldston Road Apartment Corporation	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	31	35 W. 9 Owners Corp.	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	32	83-10 35th Avenue Owner’s Corp.	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan		33	Skylark MHC	$132,065	$324,419	12/31/2015	12.7%	$450,226	$142,635	$307,591	12/31/2016	12.1%	$473,225	$143,795	$329,430	12/31/2017
Loan	14	34	Kent Bentley Apartments, Inc.	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	35	Thornycroft Tenants’ Corp.	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	15	36	Sunnyvale Medical Plaza	$25,169	$226,391	12/31/2015	10.7%	$260,939	$24,988	$235,951	12/31/2016	11.1%	$261,542	$24,329	$237,213	9/30/2017 T-9 Ann.
Loan	14	37	Burnham House, Inc.	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	38	5601 Riverdale Owners Corp.	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	39	Lenox Manor Owners, Inc.; Compark Owners Corp.	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	40	44-46 West 65th Apartment Corp.	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan		41	Jonesboro Self Storage	$155,587	$102,614	12/31/2015	7.5%	$285,420	$169,617	$115,803	12/31/2016	8.4%	$288,256	$170,666	$117,590	12/31/2017
Loan		42	Rio Seco MHC	$158,182	$166,253	12/31/2015	13.4%	$337,445	$164,996	$172,449	12/31/2016	13.9%	$342,612	$166,387	$176,225	12/31/2017

A-1-8

Annex A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

Property Flag	Footnotes	Loan ID	Property Name	Most Recent NOI Debt Yield	Underwritten Occupancy Rate	Underwritten Effective Gross Income	Underwritten Total Expenses	Underwritten NOI	Underwritten NOI Debt Yield	Underwritten Replacement Reserves	Underwritten TI/LC	Underwritten NCF	Underwritten NCF Debt Yield	Largest Tenant
Loan	5, 8, 9	1	Twelve Oaks Mall	17.1%	90.1%	$42,899,192	$12,304,366	$30,594,826	15.3%	$137,443	$446,275	$30,011,109	15.0%	Nordstrom
Loan	5, 6, 7, 9	2	Extra Space - TIAA Self Storage Portfolio	8.9%	88.0%	$29,418,170	$8,461,563	$20,956,607	9.2%	$242,209	$0	$20,714,398	9.0%
Property		2.01	Extra Space Washington		91.6%	$3,819,785	$1,051,654	$2,768,131		$15,657	$0	$2,752,474		N/A
Property		2.02	Extra Space San Jose		91.8%	$1,819,282	$454,150	$1,365,132		$10,028	$0	$1,355,104		N/A
Property		2.03	Extra Space San Diego		85.6%	$1,789,807	$446,056	$1,343,751		$17,900	$0	$1,325,851		N/A
Property		2.04	Extra Space Panorama City		78.1%	$1,685,150	$490,844	$1,194,306		$11,609	$0	$1,182,697		N/A
Property		2.05	Extra Space Norwalk		81.7%	$1,627,801	$441,411	$1,186,390		$11,929	$0	$1,174,461		N/A
Property		2.06	Extra Space Miami East		84.8%	$1,495,000	$371,759	$1,123,241		$12,059	$0	$1,111,182		N/A
Property		2.07	Extra Space Miami West		80.7%	$1,499,016	$380,374	$1,118,642		$11,335	$0	$1,107,307		N/A
Property		2.08	Extra Space Palo Alto		87.9%	$1,365,114	$380,067	$985,047		$6,875	$0	$978,172		N/A
Property		2.09	Extra Space Covina		90.1%	$1,347,885	$370,523	$977,362		$11,181	$0	$966,181		N/A
Property		2.10	Extra Space Gaithersburg		90.9%	$1,217,315	$330,665	$886,650		$11,151	$0	$875,499		N/A
Property		2.11	Extra Space Philadelphia		89.3%	$1,163,778	$310,801	$852,977		$10,264	$0	$842,713		N/A
Property		2.12	Extra Space Westminster		89.6%	$1,200,845	$350,224	$850,621		$9,900	$0	$840,721		N/A
Property		2.13	Extra Space Newark		80.8%	$1,021,666	$273,202	$748,464		$9,645	$0	$738,819		N/A
Property		2.14	Extra Space Essex		87.4%	$974,745	$286,530	$688,215		$9,064	$0	$679,151		N/A
Property		2.15	Extra Space New Bedford		83.1%	$976,485	$312,439	$664,046		$9,803	$0	$654,243		N/A
Property		2.16	Extra Space Birmingham		95.4%	$892,834	$226,080	$666,754		$11,005	$0	$655,749		N/A
Property		2.17	Extra Space Haverhill		94.2%	$925,538	$300,665	$624,873		$8,024	$0	$616,849		N/A
Property		2.18	Extra Space Shrewsbury		89.4%	$870,987	$276,024	$594,963		$9,795	$0	$585,168		N/A
Property		2.19	Extra Space Dallas		86.9%	$709,317	$221,428	$487,889		$7,121	$0	$480,768		N/A
Property		2.20	Extra Space Enfield		88.9%	$710,804	$273,073	$437,731		$9,848	$0	$427,883		N/A
Property		2.21	Extra Space San Diego Miramar		84.6%	$665,112	$226,926	$438,186		$5,458	$0	$432,728		N/A
Property		2.22	Extra Space Shawnee		98.5%	$597,398	$257,975	$339,423		$8,436	$0	$330,987		N/A
Property		2.23	Extra Space Overland Park		93.7%	$571,518	$240,089	$331,429		$7,034	$0	$324,395		N/A
Property		2.24	Extra Space Tucson		85.8%	$470,988	$188,604	$282,384		$7,088	$0	$275,296		N/A
Loan	5, 9, 16	3	Apple Campus 3	N/A	99.0%	$46,190,546	$4,804,932	$41,385,613	12.2%	$176,531	$0	$41,209,082	12.1%	Apple
Loan	5, 9, 16	4	One Dulles Tower	N/A	99.0%	$16,777,561	$3,364,829	$13,412,732	8.8%	$80,725	$0	$13,332,007	8.8%	Amazon
Loan	5	5	Airport Business Center	9.1%	91.7%	$18,889,349	$4,222,532	$14,666,817	9.8%	$257,526	$292,643	$14,116,649	9.4%	American Pacific Printers College, Inc.
Loan	5, 6, 7, 9, 10	6	Northwest Hotel Portfolio	13.8%	79.4%	$35,830,406	$20,267,527	$15,562,879	13.7%	$1,433,216	$0	$14,129,663	12.5%
Property		6.01	Hilton Garden Inn Bend		85.4%	$5,917,013	$3,292,596	$2,624,417		$236,681	$0	$2,387,736		N/A
Property		6.02	Hampton Inn & Suites Bend		80.0%	$5,563,015	$2,972,849	$2,590,166		$222,521	$0	$2,367,646		N/A
Property		6.03	Hilton Garden Inn Salt Lake City Downtown		81.9%	$6,494,727	$3,861,318	$2,633,409		$259,789	$0	$2,373,620		N/A
Property		6.04	Hampton Inn & Suites Coeur d’Alene		80.2%	$5,370,398	$2,811,954	$2,558,444		$214,816	$0	$2,343,628		N/A
Property		6.05	Hampton Inn & Suites Boise Spectrum		80.7%	$5,564,556	$3,216,483	$2,348,073		$222,582	$0	$2,125,491		N/A
Property		6.06	La Quinta Inns & Suites Coeur d’Alene		67.3%	$3,644,323	$2,101,071	$1,543,253		$145,773	$0	$1,397,480		N/A
Property		6.07	La Quinta Inns & Suites Twin Falls		77.0%	$3,276,373	$2,011,256	$1,265,117		$131,055	$0	$1,134,062		N/A
Loan	5, 6	7	North Bay Portfolio	10.0%	90.8%	$9,001,654	$2,935,923	$6,065,732	11.2%	$102,433	$501,823	$5,461,476	10.1%
Property		7.01	Petaluma Business Center		80.8%	$2,701,942	$715,842	$1,986,100		$42,642	$205,365	$1,738,093		Calix Networks, Inc.
Property		7.02	South Petaluma Business Center		100.0%	$4,008,757	$1,371,379	$2,637,378		$29,927	$145,761	$2,461,690		The Gap Inc.
Property		7.03	Lakeville Business Center		89.7%	$2,290,955	$848,702	$1,442,254		$29,864	$150,697	$1,261,692		Hydropoint Data Systems
Loan		8	Prescott Valley Crossroads	9.5%	92.1%	$4,022,775	$795,698	$3,227,077	10.1%	$50,233	$149,122	$3,027,722	9.5%	Hobby Lobby
Loan	6	9	WMC Portfolio	9.2%	89.6%	$3,653,769	$712,177	$2,941,592	9.9%	$77,715	$196,111	$2,667,766	8.9%
Property		9.01	Oak Summit		81.4%	$1,843,923	$410,707	$1,433,217		$38,772	$93,724	$1,300,720		Marshalls
Property		9.02	Wytheville Commons		100.0%	$1,325,451	$222,577	$1,102,874		$29,202	$60,418	$1,013,254		Burke’s Outlet Store
Property		9.03	Chatham Crossing		100.0%	$484,395	$78,894	$405,501		$9,741	$41,969	$353,792		Dollar Tree
Loan	5, 11, 12	10	The Gateway	11.3%	95.4%	$48,863,999	$11,209,094	$37,654,905	11.4%	$313,500	$0	$37,341,405	11.3%	Safeway Stores, Inc.
Loan		11	One Lincoln Station	4.6%	95.0%	$4,925,336	$2,199,209	$2,726,127	10.1%	$29,437	$147,184	$2,549,507	9.4%	Nationwide
Loan	13	12	Shoppes of Benton	N/A	87.1%	$2,500,160	$522,738	$1,977,422	8.6%	$25,196	$144,224	$1,808,002	7.9%	Hobby Lobby
Loan	14	13	300 E. 85th Housing Corp.	N/A	97.0%	$9,666,919	$4,950,690	$4,716,229	30.8%	$71,600	$0	$4,644,629	30.4%	N/A
Loan		14	Peninsula Ridge	5.0%	95.0%	$1,649,064	$575,650	$1,073,414	8.3%	$24,000	$0	$1,049,414	8.1%	N/A
Loan		15	Warm Springs Promenade	13.2%	83.7%	$2,111,801	$554,347	$1,557,454	12.0%	$25,617	$153,863	$1,377,973	10.6%	Flip N’ Tag
Loan		16	Holiday Inn BWI Airport	13.3%	77.2%	$4,919,798	$3,354,144	$1,565,654	13.3%	$196,792	$0	$1,368,862	11.7%	N/A
Loan	6	17	Crescendo Las Vegas Self Storage Portfolio	8.1%	78.6%	$1,371,888	$444,238	$927,650	9.3%	$21,203	$0	$906,447	9.1%
Property		17.01	StorageOne at Lone Mountain		81.8%	$783,354	$218,927	$564,427		$9,174	$0	$555,253		N/A
Property		17.02	StoreMore Self Storage		74.9%	$588,534	$225,311	$363,223		$12,029	$0	$351,194		N/A
Loan		18	Dollar Self Storage	9.6%	84.2%	$1,109,729	$422,654	$687,075	8.6%	$12,387	$0	$674,688	8.4%	N/A
Loan		19	South Academy Highlands	7.1%	93.2%	$870,903	$207,060	$663,843	9.0%	$3,435	$22,898	$637,510	8.7%	Cheyenne Mountain Modern Dentistry
Loan		20	Miami Heights MHC	9.0%	95.0%	$966,238	$350,992	$615,246	9.2%	$7,000	$0	$608,246	9.1%	N/A
Loan		21	Dunes Retail Center	9.0%	92.0%	$816,694	$189,829	$626,865	9.5%	$7,200	$27,001	$592,664	9.0%	Goodwill
Loan	14	22	Bay Terrace Cooperative Section VIII, Inc.	N/A	98.0%	$3,511,922	$1,902,783	$1,609,139	26.4%	$38,500	$0	$1,570,639	25.8%	N/A
Loan	14	23	Park City Self Storage	13.0%	89.4%	$1,125,574	$341,915	$783,659	13.1%	$11,700	$0	$771,959	12.9%	N/A
Loan		24	Boca Chica Plaza	8.8%	90.0%	$876,132	$201,607	$674,526	11.3%	$14,551	$35,045	$624,930	10.4%	LFD Home Furnishing
Loan	14	25	Booth Street Owners Corp.	N/A	95.1%	$3,258,943	$1,642,400	$1,616,543	29.4%	$25,600	$0	$1,590,943	28.9%	N/A
Loan	14	26	Sparrows Lodge	21.7%	85.3%	$2,447,060	$1,384,462	$1,062,598	21.3%	$97,882	$0	$964,716	19.3%	N/A
Loan		27	Peter Pan MHC	10.8%	94.9%	$905,837	$385,863	$519,974	10.7%	$4,700	$0	$515,274	10.6%	N/A
Loan		28	27 Orinda Way	N/A	95.0%	$431,796	$5,322	$426,474	9.5%	$2,981	$7,452	$416,041	9.2%	Rite Aid
Loan	14	29	Wesley House Ltd.	N/A	94.7%	$1,712,867	$793,361	$919,506	23.0%	$19,500	$0	$900,006	22.5%	N/A
Loan	14	30	3600 Fieldston Road Apartment Corporation	N/A	96.9%	$1,511,480	$675,900	$835,580	27.4%	$25,200	$0	$810,380	26.6%	N/A
Loan	14	31	35 W. 9 Owners Corp.	N/A	96.0%	$2,956,484	$1,007,593	$1,948,891	65.2%	$33,300	$0	$1,915,591	64.1%	N/A
Loan	14	32	83-10 35th Avenue Owner’s Corp.	N/A	98.0%	$3,006,595	$1,405,223	$1,601,372	58.3%	$42,500	$0	$1,558,872	56.8%	N/A
Loan		33	Skylark MHC	12.9%	94.9%	$457,004	$155,288	$301,716	11.8%	$4,518	$0	$297,198	11.7%	N/A
Loan	14	34	Kent Bentley Apartments, Inc.	N/A	98.0%	$1,182,046	$442,887	$739,159	29.7%	$14,900	$0	$724,259	29.1%	N/A
Loan	14	35	Thornycroft Tenants’ Corp.	N/A	96.7%	$2,848,194	$1,052,979	$1,795,215	79.8%	$29,100	$0	$1,766,115	78.5%	N/A
Loan	15	36	Sunnyvale Medical Plaza	11.2%	95.0%	$349,303	$123,422	$225,881	10.6%	$1,771	$592	$223,518	10.5%	Dr. Fontenot
Loan	14	37	Burnham House, Inc.	N/A	97.1%	$2,957,375	$788,644	$2,168,731	108.6%	$10,000	$0	$2,158,731	108.1%	N/A
Loan	14	38	5601 Riverdale Owners Corp.	N/A	98.0%	$2,729,699	$1,422,751	$1,306,948	65.4%	$33,300	$0	$1,273,648	63.8%	N/A
Loan	14	39	Lenox Manor Owners, Inc.; Compark Owners Corp.	N/A	97.7%	$10,419,969	$4,018,120	$6,401,849	321.1%	$52,400	$0	$6,349,449	318.5%	N/A
Loan	14	40	44-46 West 65th Apartment Corp.	N/A	97.5%	$706,434	$325,755	$380,679	23.5%	$4,400	$0	$376,279	23.3%	N/A
Loan		41	Jonesboro Self Storage	8.5%	81.5%	$282,024	$139,328	$142,696	10.4%	$5,854	$0	$136,842	9.9%	N/A
Loan		42	Rio Seco MHC	14.2%	95.0%	$335,453	$166,388	$169,065	13.6%	$3,300	$0	$165,765	13.4%	N/A

A-1-9

Annex A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

Property Flag	Footnotes	Loan ID	Property Name	Largest Tenant Lease Expiration(4)	Largest Tenant NSF	Largest Tenant % of NSF	2nd Largest Tenant	2nd Largest Tenant Lease Expiration(4)	2nd Largest Tenant NSF	2nd Largest Tenant % of NSF
Loan	5, 8, 9	1	Twelve Oaks Mall	2/28/2023	167,000	23.3%	H&M	1/31/2029	24,440	3.4%
Loan	5, 6, 7, 9	2	Extra Space - TIAA Self Storage Portfolio
Property		2.01	Extra Space Washington	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.02	Extra Space San Jose	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.03	Extra Space San Diego	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.04	Extra Space Panorama City	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.05	Extra Space Norwalk	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.06	Extra Space Miami East	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.07	Extra Space Miami West	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.08	Extra Space Palo Alto	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.09	Extra Space Covina	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.10	Extra Space Gaithersburg	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.11	Extra Space Philadelphia	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.12	Extra Space Westminster	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.13	Extra Space Newark	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.14	Extra Space Essex	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.15	Extra Space New Bedford	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.16	Extra Space Birmingham	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.17	Extra Space Haverhill	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.18	Extra Space Shrewsbury	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.19	Extra Space Dallas	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.20	Extra Space Enfield	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.21	Extra Space San Diego Miramar	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.22	Extra Space Shawnee	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.23	Extra Space Overland Park	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.24	Extra Space Tucson	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	5, 9, 16	3	Apple Campus 3	2/28/2031	882,657	100.0%	N/A	N/A	N/A	N/A
Loan	5, 9, 16	4	One Dulles Tower	9/30/2029	403,622	100.0%	N/A	N/A	N/A	N/A
Loan	5	5	Airport Business Center	2,040 SF expiring MTM; 4,800 SF expiring 1/31/2019; 14,400 SF expiring 2/28/2019	21,240	1.8%	Just Food for Dogs, LLC	6/30/2028	18,142	1.5%
Loan	5, 6, 7, 9, 10	6	Northwest Hotel Portfolio
Property		6.01	Hilton Garden Inn Bend	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		6.02	Hampton Inn & Suites Bend	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		6.03	Hilton Garden Inn Salt Lake City Downtown	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		6.04	Hampton Inn & Suites Coeur d’Alene	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		6.05	Hampton Inn & Suites Boise Spectrum	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		6.06	La Quinta Inns & Suites Coeur d’Alene	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		6.07	La Quinta Inns & Suites Twin Falls	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	5, 6	7	North Bay Portfolio
Property		7.01	Petaluma Business Center	2/28/2019	82,082	38.5%	AVRS, Inc.	10/31/2019	24,865	11.7%
Property		7.02	South Petaluma Business Center	10/31/2021	39,528	26.4%	Panamax, LLC	3/31/2020	36,701	24.5%
Property		7.03	Lakeville Business Center	3/31/2023	26,522	17.8%	Frontrow Calypso LLC	10/31/2018	22,599	15.1%
Loan		8	Prescott Valley Crossroads	8/31/2024	54,295	21.6%	Dick’s Sporting Goods	1/31/2024	35,000	13.9%
Loan	6	9	WMC Portfolio
Property		9.01	Oak Summit	4/30/2023	23,953	16.8%	Petsmart	5/31/2020	20,057	14.1%
Property		9.02	Wytheville Commons	1/31/2021	25,000	27.7%	Petco	1/31/2023	11,756	13.0%
Property		9.03	Chatham Crossing	6/30/2022	9,000	28.1%	San Felipe Mexican Restaurant	5/31/2018	4,800	15.0%
Loan	5, 11, 12	10	The Gateway	5/31/2020	17,630	28.4%	Bay Club Golden Gateway, Inc.	11/30/2032	7,355	11.9%
Loan		11	One Lincoln Station	1/31/2023	77,690	52.8%	Shea Homes	8/24/2027	31,594	21.5%
Loan	13	12	Shoppes of Benton	7/31/2032	55,000	31.7%	TJ Maxx	8/31/2027	40,018	23.0%
Loan	14	13	300 E. 85th Housing Corp.	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan		14	Peninsula Ridge	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan		15	Warm Springs Promenade	11/30/2026	40,745	23.1%	Big Lots	1/31/2021	30,000	17.0%
Loan		16	Holiday Inn BWI Airport	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	6	17	Crescendo Las Vegas Self Storage Portfolio
Property		17.01	StorageOne at Lone Mountain	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		17.02	StoreMore Self Storage	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan		18	Dollar Self Storage	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan		19	South Academy Highlands	12/31/2025	3,010	13.1%	Qdoba	3/31/2026	3,000	13.1%
Loan		20	Miami Heights MHC	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan		21	Dunes Retail Center	9/30/2022	14,250	39.6%	Dollar Tree	7/31/2019	10,367	28.8%
Loan	14	22	Bay Terrace Cooperative Section VIII, Inc.	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	23	Park City Self Storage	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan		24	Boca Chica Plaza	1/31/2027	39,253	54.0%	Crunch Fitness	3/4/2027	20,172	27.7%
Loan	14	25	Booth Street Owners Corp.	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	26	Sparrows Lodge	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan		27	Peter Pan MHC	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan		28	27 Orinda Way	12/31/2037	14,904	100.0%	N/A	N/A	N/A	N/A
Loan	14	29	Wesley House Ltd.	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	30	3600 Fieldston Road Apartment Corporation	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	31	35 W. 9 Owners Corp.	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	32	83-10 35th Avenue Owner’s Corp.	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan		33	Skylark MHC	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	34	Kent Bentley Apartments, Inc.	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	35	Thornycroft Tenants’ Corp.	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	15	36	Sunnyvale Medical Plaza	4/1/2022	2,980	25.9%	Sunnyvale Smiles	9/30/2018	2,955	25.7%
Loan	14	37	Burnham House, Inc.	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	38	5601 Riverdale Owners Corp.	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	39	Lenox Manor Owners, Inc.; Compark Owners Corp.	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	40	44-46 West 65th Apartment Corp.	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan		41	Jonesboro Self Storage	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan		42	Rio Seco MHC	N/A	N/A	N/A	N/A	N/A	N/A	N/A

A-1-10

Annex A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

Property Flag	Footnotes	Loan ID	Property Name	3rd Largest Tenant	3rd Largest Tenant Lease Expiration(4)	3rd Largest Tenant NSF	3rd Largest Tenant % of NSF	4th Largest Tenant	4th Largest Tenant Lease Expiration(4)	4th Largest Tenant NSF
Loan	5, 8, 9	1	Twelve Oaks Mall	Forever 21	1/31/2025	22,996	3.2%	Victoria’s Secret	1/31/2025	14,798
Loan	5, 6, 7, 9	2	Extra Space - TIAA Self Storage Portfolio
Property		2.01	Extra Space Washington	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.02	Extra Space San Jose	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.03	Extra Space San Diego	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.04	Extra Space Panorama City	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.05	Extra Space Norwalk	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.06	Extra Space Miami East	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.07	Extra Space Miami West	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.08	Extra Space Palo Alto	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.09	Extra Space Covina	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.10	Extra Space Gaithersburg	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.11	Extra Space Philadelphia	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.12	Extra Space Westminster	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.13	Extra Space Newark	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.14	Extra Space Essex	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.15	Extra Space New Bedford	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.16	Extra Space Birmingham	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.17	Extra Space Haverhill	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.18	Extra Space Shrewsbury	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.19	Extra Space Dallas	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.20	Extra Space Enfield	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.21	Extra Space San Diego Miramar	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.22	Extra Space Shawnee	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.23	Extra Space Overland Park	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		2.24	Extra Space Tucson	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	5, 9, 16	3	Apple Campus 3	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	5, 9, 16	4	One Dulles Tower	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	5	5	Airport Business Center	PAS MRO, Inc.	11,192 SF expiring May 31, 2018; 2,625 SF expiring January 31, 2020	13,817	1.2%	AIDS Services Foundation	733 SF expiring October 14, 2018; 11,787 SF expiring April 30, 2021	12,520
Loan	5, 6, 7, 9, 10	6	Northwest Hotel Portfolio
Property		6.01	Hilton Garden Inn Bend	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		6.02	Hampton Inn & Suites Bend	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		6.03	Hilton Garden Inn Salt Lake City Downtown	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		6.04	Hampton Inn & Suites Coeur d’Alene	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		6.05	Hampton Inn & Suites Boise Spectrum	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		6.06	La Quinta Inns & Suites Coeur d’Alene	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		6.07	La Quinta Inns & Suites Twin Falls	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	5, 6	7	North Bay Portfolio
Property		7.01	Petaluma Business Center	USI Insurance Services	3/31/2020	24,424	11.5%	TraumaFX	6/30/2023	19,883
Property		7.02	South Petaluma Business Center	Camelbak Products, Inc.	7/31/2024	32,730	21.9%	Kaiser	2/28/2028	19,046
Property		7.03	Lakeville Business Center	Collidion Inc.	11/30/2022	13,243	8.9%	Red Bull Distribution Co Inc.	5/31/2021	9,163
Loan		8	Prescott Valley Crossroads	Sprout’s Farmers Market	6/30/2029	27,994	11.1%	Ross	1/31/2027	25,000
Loan	6	9	WMC Portfolio
Property		9.01	Oak Summit	Five Below	1/31/2027	10,959	7.7%	Dollar Tree	5/31/2023	10,034
Property		9.02	Wytheville Commons	Dollar Tree	1/31/2023	10,000	11.1%	Aaron’s	1/31/2019	6,020
Property		9.03	Chatham Crossing	Shoe Show	4/30/2022	4,007	12.5%	CDT Healthcare, PLLC	4/30/2023	3,197
Loan	5, 11, 12	10	The Gateway	Bank of America NT & SA	4/30/2022	6,564	10.6%	42nd Street Moon	7/31/2018	4,500
Loan		11	One Lincoln Station	Crestone Holdings	2/28/2023	13,710	9.3%	Upstream	4/30/2025	4,538
Loan	13	12	Shoppes of Benton	Petsmart	5/31/2027	17,826	10.3%	Tuesday Morning	1/31/2027	12,412
Loan	14	13	300 E. 85th Housing Corp.	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan		14	Peninsula Ridge	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan		15	Warm Springs Promenade	Savers	12/31/2021	25,000	14.2%	At Home Furniture	12/31/2018	12,000
Loan		16	Holiday Inn BWI Airport	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	6	17	Crescendo Las Vegas Self Storage Portfolio
Property		17.01	StorageOne at Lone Mountain	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Property		17.02	StoreMore Self Storage	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan		18	Dollar Self Storage	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan		19	South Academy Highlands	Patriot Tactical	11/30/2020	3,000	13.1%	MOD Pizza	8/31/2027	2,700
Loan		20	Miami Heights MHC	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan		21	Dunes Retail Center	Lee, Dak & Amy	12/14/2021	3,380	9.4%	Korean BBQ	11/30/2022	2,695
Loan	14	22	Bay Terrace Cooperative Section VIII, Inc.	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	23	Park City Self Storage	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan		24	Boca Chica Plaza	Wing Barn	3/19/2023	2,285	3.1%	Sun Loan Company	10/31/2018	1,750
Loan	14	25	Booth Street Owners Corp.	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	26	Sparrows Lodge	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan		27	Peter Pan MHC	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan		28	27 Orinda Way	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	29	Wesley House Ltd.	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	30	3600 Fieldston Road Apartment Corporation	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	31	35 W. 9 Owners Corp.	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	32	83-10 35th Avenue Owner’s Corp.	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan		33	Skylark MHC	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	34	Kent Bentley Apartments, Inc.	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	35	Thornycroft Tenants’ Corp.	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	15	36	Sunnyvale Medical Plaza	American Heritage Dental	2/1/2019	2,258	19.6%	Johnson Chiropractic	4/1/2019	1,689
Loan	14	37	Burnham House, Inc.	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	38	5601 Riverdale Owners Corp.	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	39	Lenox Manor Owners, Inc.; Compark Owners Corp.	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan	14	40	44-46 West 65th Apartment Corp.	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan		41	Jonesboro Self Storage	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Loan		42	Rio Seco MHC	N/A	N/A	N/A	N/A	N/A	N/A	N/A

A-1-11

Annex A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

Property Flag

Footnotes

Loan ID

Property Name

4th Largest Tenant % of NSF

5th Largest Tenant

5th Largest Tenant Lease Expiration(4)

5th Largest Tenant NSF

5th Largest Tenant % of NSF

Upfront Replacement Reserves

Monthly Replacement Reserves

Replacement Reserve Cap

Upfront TI/LC  Reserves

Loan

5, 8, 9

1

Twelve Oaks Mall

2.1%

Pottery Barn

1/31/2020

10,299

1.4%

$0

$0

$274,500

$0

Loan

5, 6, 7, 9

2

Extra Space - TIAA Self Storage Portfolio

$0

$0

$0

$0

Property

2.01

Extra Space Washington

N/A

N/A

N/A

N/A

N/A

Property

2.02

Extra Space San Jose

N/A

N/A

N/A

N/A

N/A

Property

2.03

Extra Space San Diego

N/A

N/A

N/A

N/A

N/A

Property

2.04

Extra Space Panorama City

N/A

N/A

N/A

N/A

N/A

Property

2.05

Extra Space Norwalk

N/A

N/A

N/A

N/A

N/A

Property

2.06

Extra Space Miami East

N/A

N/A

N/A

N/A

N/A

Property

2.07

Extra Space Miami West

N/A

N/A

N/A

N/A

N/A

Property

2.08

Extra Space Palo Alto

N/A

N/A

N/A

N/A

N/A

Property

2.09

Extra Space Covina

N/A

N/A

N/A

N/A

N/A

Property

2.10

Extra Space Gaithersburg

N/A

N/A

N/A

N/A

N/A

Property

2.11

Extra Space Philadelphia

N/A

N/A

N/A

N/A

N/A

Property

2.12

Extra Space Westminster

N/A

N/A

N/A

N/A

N/A

Property

2.13

Extra Space Newark

N/A

N/A

N/A

N/A

N/A

Property

2.14

Extra Space Essex

N/A

N/A

N/A

N/A

N/A

Property

2.15

Extra Space New Bedford

N/A

N/A

N/A

N/A

N/A

Property

2.16

Extra Space Birmingham

N/A

N/A

N/A

N/A

N/A

Property

2.17

Extra Space Haverhill

N/A

N/A

N/A

N/A

N/A

Property

2.18

Extra Space Shrewsbury

N/A

N/A

N/A

N/A

N/A

Property

2.19

Extra Space Dallas

N/A

N/A

N/A

N/A

N/A

Property

2.20

Extra Space Enfield

N/A

N/A

N/A

N/A

N/A

Property

2.21

Extra Space San Diego Miramar

N/A

N/A

N/A

N/A

N/A

Property

2.22

Extra Space Shawnee

N/A

N/A

N/A

N/A

N/A

Property

2.23

Extra Space Overland Park

N/A

N/A

N/A

N/A

N/A

Property

2.24

Extra Space Tucson

N/A

N/A

N/A

N/A

N/A

Loan

5, 9, 16

3

Apple Campus 3

N/A

N/A

N/A

N/A

N/A

$0

$0

$0

$2,979,839

Loan

5, 9, 16

4

One Dulles Tower

N/A

N/A

N/A

N/A

N/A

$0

$0

$0

$0

Loan

5

5

Airport Business Center

1.1%

Steven Enterprises, Inc.

5/31/2020

10,539

0.9%

$0

$21,418

$525,000

$0

Loan

5, 6, 7, 9, 10

6

Northwest Hotel Portfolio

$0

$119,435

$0

$0

Property

6.01

Hilton Garden Inn Bend

N/A

N/A

N/A

N/A

N/A

Property

6.02

Hampton Inn & Suites Bend

N/A

N/A

N/A

N/A

N/A

Property

6.03

Hilton Garden Inn Salt Lake City Downtown

N/A

N/A

N/A

N/A

N/A

Property

6.04

Hampton Inn & Suites Coeur d’Alene

N/A

N/A

N/A

N/A

N/A

Property

6.05

Hampton Inn & Suites Boise Spectrum

N/A

N/A

N/A

N/A

N/A

Property

6.06

La Quinta Inns & Suites Coeur d’Alene

N/A

N/A

N/A

N/A

N/A

Property

6.07

La Quinta Inns & Suites Twin Falls

N/A

N/A

N/A

N/A

N/A

Loan

5, 6

7

North Bay Portfolio

$0

$10,670

$0

$500,000

Property

7.01

Petaluma Business Center

9.3%

Oculus Innovative Sciences

6/30/2023

13,840

6.5%

Property

7.02

South Petaluma Business Center

12.7%

Clover-Stornetta Farms, Inc.

8/31/2026

17,554

11.7%

Property

7.03

Lakeville Business Center

6.1%

Illinois Tool Works, Inc.

10/31/2019

7,562

5.1%

Loan

8

Prescott Valley Crossroads

10.0%

TJ Maxx

9/30/2024

23,024

9.2%

$0

$4,186

$200,928

$93,783

Loan

6

9

WMC Portfolio

$0

$6,476

$0

$400,000

Property

9.01

Oak Summit

7.0%

Rainbow

1/31/2021

9,052

6.4%

Property

9.02

Wytheville Commons

6.7%

Shoe Dept.

11/30/2025

5,000

5.5%

Property

9.03

Chatham Crossing

10.0%

Verizon Wireless

10/31/2019

2,979

9.3%

Loan

5, 11, 12

10

The Gateway

7.3%

HMS Associates

12/31/2019

3,190

5.1%

$0

$0

$0

$0

Loan

11

One Lincoln Station

3.1%

Alta Trust

12/31/2023

4,323

2.9%

$0

$2,453

$143,000

$0

Loan

13

12

Shoppes of Benton

7.1%

Ulta

8/31/2027

9,908

5.7%

$0

$2,172

$0

$0

Loan

14

13

300 E. 85th Housing Corp.

N/A

N/A

N/A

N/A

N/A

$0

$0

$0

$0

Loan

14

Peninsula Ridge

N/A

N/A

N/A

N/A

N/A

$0

$2,000

$0

$0

Loan

15

Warm Springs Promenade

6.8%

Lakeshore Learning Center

4/30/2021

8,640

4.9%

$0

$2,184

$0

$275,000

Loan

16

Holiday Inn BWI Airport

N/A

N/A

N/A

N/A

N/A

$0

$16,400

$1,712,500

$0

Loan

6

17

Crescendo Las Vegas Self Storage Portfolio

$0

$1,573

$0

$0

Property

17.01

StorageOne at Lone Mountain

N/A

N/A

N/A

N/A

N/A

Property

17.02

StoreMore Self Storage

N/A

N/A

N/A

N/A

N/A

Loan

18

Dollar Self Storage

N/A

N/A

N/A

N/A

N/A

$0

$1,032

$37,160

$0

Loan

19

South Academy Highlands

11.8%

Starbucks

7/31/2027

1,900

8.3%

$0

$0

$0

$0

Loan

20

Miami Heights MHC

N/A

N/A

N/A

N/A

N/A

$0

$583

$0

$0

Loan

21

Dunes Retail Center

7.5%

Terry Johal

5/31/2020

1,532

4.3%

$0

$600

$0

$62,202

Loan

14

22

Bay Terrace Cooperative Section VIII, Inc.

N/A

N/A

N/A

N/A

N/A

$0

$0

$0

$0

Loan

14

23

Park City Self Storage

N/A

N/A

N/A

N/A

N/A

$30,000

$0

$30,000

$0

Loan

24

Boca Chica Plaza

2.4%

Credit Central

7/31/2022

1,705

2.3%

$0

$2,000

$0

$0

Loan

14

25

Booth Street Owners Corp.

N/A

N/A

N/A

N/A

N/A

$0

$0

$0

$0

Loan

14

26

Sparrows Lodge

N/A

N/A

N/A

N/A

N/A

$0

$4,907

$0

$0

Loan

27

Peter Pan MHC

N/A

N/A

N/A

N/A

N/A

$0

$0

$0

$0

Loan

28

27 Orinda Way

N/A

N/A

N/A

N/A

N/A

$0

$0

$0

$0

Loan

14

29

Wesley House Ltd.

N/A

N/A

N/A

N/A

N/A

$0

$0

$0

$0

Loan

14

30

3600 Fieldston Road Apartment Corporation

N/A

N/A

N/A

N/A

N/A

$0

$0

$0

$0

Loan

14

31

35 W. 9 Owners Corp.

N/A

N/A

N/A

N/A

N/A

$0

$0

$0

$0

Loan

14

32

83-10 35th Avenue Owner’s Corp.

N/A

N/A

N/A

N/A

N/A

$0

$0

$0

$0

Loan

33

Skylark MHC

N/A

N/A

N/A

N/A

N/A

$0

$0

$0

$0

Loan

14

34

Kent Bentley Apartments, Inc.

N/A

N/A

N/A

N/A

N/A

$0

$0

$0

$0

Loan

14

35

Thornycroft Tenants’ Corp.

N/A

N/A

N/A

N/A

N/A

$0

$0

$0

$0

Loan

15

36

Sunnyvale Medical Plaza

14.7%

Health Texas Provider Network

6/30/2020

1,610

14.0%

$0

$148

$0

$170,000

Loan

14

37

Burnham House, Inc.

N/A

N/A

N/A

N/A

N/A

$0

$0

$0

$0

Loan

14

38

5601 Riverdale Owners Corp.

N/A

N/A

N/A

N/A

N/A

$0

$0

$0

$0

Loan

14

39

Lenox Manor Owners, Inc.; Compark Owners Corp.

N/A

N/A

N/A

N/A

N/A

$0

$0

$0

$0

Loan

14

40

44-46 West 65th Apartment Corp.

N/A

N/A

N/A

N/A

N/A

$0

$0

$0

$0

Loan

41

Jonesboro Self Storage

N/A

N/A

N/A

N/A

N/A

$0

$493

$0

$0

Loan

42

Rio Seco MHC

N/A

N/A

N/A

N/A

N/A

$0

$0

$0

$0

A-1-12

Annex A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

Property Flag	Footnotes	Loan ID	Property Name	Monthly TI/LC Reserves	TI/LC Reserve Cap	Upfront Tax  Reserves	Monthly Tax  Reserves	Upfront Insurance Reserves	Monthly Insurance Reserves	Upfront Deferred Maint. Reserve	Initial Other Reserves	Ongoing Other Reserves	Other Reserves Description
Loan	5, 8, 9	1	Twelve Oaks Mall	$0	$1,647,000	$0	$0	$0	$0	$0	$4,627,403	$0	Tenant Specific TILC Reserve
Loan	5, 6, 7, 9	2	Extra Space - TIAA Self Storage Portfolio	$0	$0	$0	$0	$915	$457	$0	$0	$0	N/A
Property		2.01	Extra Space Washington
Property		2.02	Extra Space San Jose
Property		2.03	Extra Space San Diego
Property		2.04	Extra Space Panorama City
Property		2.05	Extra Space Norwalk
Property		2.06	Extra Space Miami East
Property		2.07	Extra Space Miami West
Property		2.08	Extra Space Palo Alto
Property		2.09	Extra Space Covina
Property		2.10	Extra Space Gaithersburg
Property		2.11	Extra Space Philadelphia
Property		2.12	Extra Space Westminster
Property		2.13	Extra Space Newark
Property		2.14	Extra Space Essex
Property		2.15	Extra Space New Bedford
Property		2.16	Extra Space Birmingham
Property		2.17	Extra Space Haverhill
Property		2.18	Extra Space Shrewsbury
Property		2.19	Extra Space Dallas
Property		2.20	Extra Space Enfield
Property		2.21	Extra Space San Diego Miramar
Property		2.22	Extra Space Shawnee
Property		2.23	Extra Space Overland Park
Property		2.24	Extra Space Tucson
Loan	5, 9, 16	3	Apple Campus 3	$0	$0	$0	$249,368	$0	$0	$0	$42,800,076	$0	Rent Concession Reserve; Punchlist Reserve
Loan	5, 9, 16	4	One Dulles Tower	$0	$0	$405,537	$135,179	$0	$0	$0	$42,441,063	$0	Amazon TILC Reserve; Amazon Rent Concession Reserve
Loan	5	5	Airport Business Center	$73,015	$0	$52,146	$52,144	$31,883	$17,474	$0	$0	$0	N/A
Loan	5, 6, 7, 9, 10	6	Northwest Hotel Portfolio	$0	$0	$518,257	$94,555	$46,636	$15,546	$0	$14,279,206	$0	PIP Reserve; Seasonality
Property		6.01	Hilton Garden Inn Bend
Property		6.02	Hampton Inn & Suites Bend
Property		6.03	Hilton Garden Inn Salt Lake City Downtown
Property		6.04	Hampton Inn & Suites Coeur d’Alene
Property		6.05	Hampton Inn & Suites Boise Spectrum
Property		6.06	La Quinta Inns & Suites Coeur d’Alene
Property		6.07	La Quinta Inns & Suites Twin Falls
Loan	5, 6	7	North Bay Portfolio	$42,680	$1,536,495	$61,195	$61,195	$0	$0	$28,000	$2,553,168	$0	Known TI/LC Reserve; Free/Gap Rent Reserve
Property		7.01	Petaluma Business Center
Property		7.02	South Petaluma Business Center
Property		7.03	Lakeville Business Center
Loan		8	Prescott Valley Crossroads	$20,930	$1,500,000	$30,512	$30,512	$0	$0	$0	$175,181	$0	Landlord Obligations Reserve; Free Rent Reserve
Loan	6	9	WMC Portfolio	$18,750	$850,000	$192,988	$25,868	$0	$0	$0	$178,744	$0	Outstanding TI/LC Reserve; Free Rent Reserve
Property		9.01	Oak Summit
Property		9.02	Wytheville Commons
Property		9.03	Chatham Crossing
Loan	5, 11, 12	10	The Gateway	$0	$0	$0	$0	$0	$0	$0	$0	$0	N/A
Loan		11	One Lincoln Station	$12,265	$425,000	$95,672	$95,672	$0	$0	$0	$136,356	$0	Rent Concession; Tenant Specific TILC
Loan	13	12	Shoppes of Benton	$10,859	$0	$3,833	$3,833	$0	$0	$0	$400,000	$0	Earnout Reserve
Loan	14	13	300 E. 85th Housing Corp.	$0	$0	$0	$0	$0	$0	$0	$0	$0	N/A
Loan		14	Peninsula Ridge	$0	$0	$25,851	$12,925	$0	$0	$0	$0	$0	N/A
Loan		15	Warm Springs Promenade	$9,538	$400,000	$21,374	$10,681	$0	$0	$0	$170,373	$10,000	Flip N Tag Free Rent; Big Lots Reserve
Loan		16	Holiday Inn BWI Airport	$0	$0	$56,265	$14,066	$6,778	$3,389	$0	$700,000	$0	PIP
Loan	6	17	Crescendo Las Vegas Self Storage Portfolio	$0	$0	$9,231	$4,616	$0	$0	$0	$0	$0	N/A
Property		17.01	StorageOne at Lone Mountain
Property		17.02	StoreMore Self Storage
Loan		18	Dollar Self Storage	$0	$0	$24,243	$8,081	$0	$0	$0	$0	$0	N/A
Loan		19	South Academy Highlands	$0	$171,735	$0	$0	$0	$0	$0	$0	$0	N/A
Loan		20	Miami Heights MHC	$0	$0	$21,486	$3,581	$1,795	$299	$5,000	$0	$0	N/A
Loan		21	Dunes Retail Center	$3,266	$200,000	$43,602	$7,267	$5,672	$2,836	$0	$820,000	$0	Springing Key Tenant Reserve; Rent Concession Reserve
Loan	14	22	Bay Terrace Cooperative Section VIII, Inc.	$0	$0	$0	$0	$0	$0	$0	$0	$0	N/A
Loan	14	23	Park City Self Storage	$0	$0	$21,357	$5,339	$2,913	$485	$0	$0	$0	N/A
Loan		24	Boca Chica Plaza	$4,547	$195,760	$50,184	$8,364	$0	$0	$83,032	$0	$0	Springing Key Tenants Reserve
Loan	14	25	Booth Street Owners Corp.	$0	$0	$28,500	$28,500	$0	$0	$0	$0	$0	N/A
Loan	14	26	Sparrows Lodge	$0	$0	$8,149	$4,074	$0	$1,833	$0	$0	$0	N/A
Loan		27	Peter Pan MHC	$0	$0	$29,258	$9,753	$0	$0	$0	$0	$0	N/A
Loan		28	27 Orinda Way	$0	$0	$0	$0	$0	$0	$0	$0	$0	Rite Aid Springing Reserve
Loan	14	29	Wesley House Ltd.	$0	$0	$0	$0	$0	$0	$0	$0	$0	N/A
Loan	14	30	3600 Fieldston Road Apartment Corporation	$0	$0	$15,176	$15,176	$0	$0	$0	$0	$0	N/A
Loan	14	31	35 W. 9 Owners Corp.	$0	$0	$0	$0	$0	$0	$0	$0	$0	N/A
Loan	14	32	83-10 35th Avenue Owner’s Corp.	$0	$0	$0	$0	$0	$0	$0	$0	$0	N/A
Loan		33	Skylark MHC	$0	$0	$14,011	$4,670	$0	$0	$0	$0	$0	N/A
Loan	14	34	Kent Bentley Apartments, Inc.	$0	$0	$0	$0	$0	$0	$0	$0	$0	N/A
Loan	14	35	Thornycroft Tenants’ Corp.	$0	$0	$0	$0	$0	$0	$0	$0	$0	N/A
Loan	15	36	Sunnyvale Medical Plaza	$0	$100,000	$15,596	$3,899	$2,988	$996	$0	$80,000	$0	Debt Service Reserve
Loan	14	37	Burnham House, Inc.	$0	$0	$0	$0	$0	$0	$0	$0	$0	N/A
Loan	14	38	5601 Riverdale Owners Corp.	$0	$0	$0	$0	$0	$0	$0	$0	$0	N/A
Loan	14	39	Lenox Manor Owners, Inc.; Compark Owners Corp.	$0	$0	$0	$0	$0	$0	$0	$0	$0	N/A
Loan	14	40	44-46 West 65th Apartment Corp.	$0	$0	$0	$0	$0	$0	$0	$0	$0	N/A
Loan		41	Jonesboro Self Storage	$0	$0	$11,290	$1,613	$3,205	$320	$87,500	$0	$0	N/A
Loan		42	Rio Seco MHC	$0	$0	$2,498	$833	$0	$0	$0	$0	$0	N/A

A-1-13

Annex A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

Property Flag

Footnotes

Loan ID

Property Name

Appraisal Report Date

Environmental Phase I Report Date

Environmental Phase II Report Date

Engineering Report Date

Seismic Report Date

Seismic Zone (Y/N)

PML %

Cut-off Date Pari Passu Mortgage Debt Balance

Coop - Committed Secondary Debt

Cut-off Date Subord. Mortgage Debt Balance

Total Mortgage Debt Cut-off Date LTV Ratio

Loan

5, 8, 9

1

Twelve Oaks Mall

2/6/2018

2/22/2018

N/A

12/21/2017

N/A

No

N/A

$133,186,563

$99,889,922

54.2%

Loan

5, 6, 7, 9

2

Extra Space - TIAA Self Storage Portfolio

$163,000,000

58.1%

Property

2.01

Extra Space Washington

12/13/2017

11/10/2017

N/A

12/1/2017

N/A

No

N/A

Property

2.02

Extra Space San Jose

1/4/2018

11/10/2017

N/A

12/1/2017

12/1/2017

Yes - 4

12.0%

Property

2.03

Extra Space San Diego

1/4/2018

11/10/2017

N/A

12/1/2017

12/1/2017

Yes - 4

10.0%

Property

2.04

Extra Space Panorama City

12/5/2017

11/10/2017

N/A

12/1/2017

12/1/2017

Yes - 4

23.0%

Property

2.05

Extra Space Norwalk

12/4/2017

11/10/2017

N/A

12/1/2017

12/1/2017

Yes - 4

16.0%

Property

2.06

Extra Space Miami East

12/4/2017

11/10/2017

N/A

12/1/2017

N/A

No

N/A

Property

2.07

Extra Space Miami West

12/22/2017

11/10/2017

N/A

12/1/2017

N/A

No

N/A

Property

2.08

Extra Space Palo Alto

12/4/2017

11/10/2017

N/A

12/1/2017

12/1/2017

Yes - 4

16.0%

Property

2.09

Extra Space Covina

12/5/2017

11/10/2017

N/A

12/1/2017

12/1/2017

Yes - 4

16.0%

Property

2.10

Extra Space Gaithersburg

12/5/2017

11/10/2017

N/A

12/1/2017

N/A

No

N/A

Property

2.11

Extra Space Philadelphia

12/4/2017

12/21/2017

N/A

12/1/2017

N/A

No

N/A

Property

2.12

Extra Space Westminster

1/4/2018

11/10/2017

N/A

12/1/2017

12/1/2017

Yes - 4

12.0%

Property

2.13

Extra Space Newark

12/4/2017

11/10/2017

N/A

12/1/2017

N/A

No

N/A

Property

2.14

Extra Space Essex

1/3/2018

11/21/2017

N/A

12/1/2017

N/A

No

N/A

Property

2.15

Extra Space New Bedford

12/4/2017

11/10/2017

N/A

12/1/2017

N/A

No

N/A

Property

2.16

Extra Space Birmingham

1/4/2018

11/10/2017

N/A

12/1/2017

N/A

No

N/A

Property

2.17

Extra Space Haverhill

12/4/2017

11/10/2017

N/A

12/1/2017

N/A

No

N/A

Property

2.18

Extra Space Shrewsbury

12/7/2017

1/2/2018

N/A

12/1/2017

N/A

No

N/A

Property

2.19

Extra Space Dallas

12/4/2017

11/10/2017

N/A

12/1/2017

N/A

No

N/A

Property

2.20

Extra Space Enfield

12/1/2017

11/7/2017

N/A

12/1/2017

N/A

No

N/A

Property

2.21

Extra Space San Diego Miramar

1/4/2018

11/7/2017

N/A

12/1/2017

12/1/2017

Yes - 4

10.0%

Property

2.22

Extra Space Shawnee

12/4/2017

11/10/2017

N/A

12/1/2017

N/A

No

N/A

Property

2.23

Extra Space Overland Park

12/4/2017

11/10/2017

N/A

12/1/2017

N/A

No

N/A

Property

2.24

Extra Space Tucson

1/4/2018

11/7/2017

N/A

12/1/2017

N/A

No

N/A

Loan

5, 9, 16

3

Apple Campus 3

12/4/2017

11/20/2017

N/A

11/20/2017

11/20/2017

Yes - 4

10.0%

$277,000,000

44.0%

Loan

5, 9, 16

4

One Dulles Tower

2/28/2018

12/7/2017

N/A

12/7/2017

N/A

No

N/A

$89,000,000

71.5%

Loan

5

5

Airport Business Center

1/11/2018

1/18/2018

N/A

12/22/2017

12/22/2017

Yes - 4

8.0%

$97,000,000

61.3%

Loan

5, 6, 7, 9, 10

6

Northwest Hotel Portfolio

$72,893,322

65.3%

Property

6.01

Hilton Garden Inn Bend

2/20/2018

2/20/2018

N/A

2/20/2018

N/A

No

N/A

Property

6.02

Hampton Inn & Suites Bend

2/22/2018

2/20/2018

N/A

2/20/2018

N/A

No

N/A

Property

6.03

Hilton Garden Inn Salt Lake City Downtown

2/26/2018

2/7/2018

N/A

2/7/2018

2/7/2018

Yes - 3

8.0%

Property

6.04

Hampton Inn & Suites Coeur d’Alene

2/22/2018

2/7/2018

N/A

2/7/2018

N/A

No

N/A

Property

6.05

Hampton Inn & Suites Boise Spectrum

2/21/2018

2/7/2018

N/A

2/7/2018

N/A

No

N/A

Property

6.06

La Quinta Inns & Suites Coeur d’Alene

2/15/2018

2/7/2018

N/A

2/7/2018

N/A

No

N/A

Property

6.07

La Quinta Inns & Suites Twin Falls

2/21/2018

2/7/2018

N/A

2/7/2018

N/A

No

N/A

Loan

5, 6

7

North Bay Portfolio

$19,000,000

62.4%

Property

7.01

Petaluma Business Center

2/23/2018

2/5/2018

N/A

2/5/2018

2/5/2018

Yes-3

15.0%

Property

7.02

South Petaluma Business Center

2/27/2018

2/5/2018

N/A

2/5/2018

2/5/2018

Yes-3

6.0%

Property

7.03

Lakeville Business Center

3/1/2018

2/5/2018

N/A

2/5/2018

2/5/2018

Yes-3

17.0%

Loan

8

Prescott Valley Crossroads

3/5/2018

2/8/2018

N/A

2/9/2018

N/A

No

N/A

Loan

6

9

WMC Portfolio

Property

9.01

Oak Summit

2/26/2018

2/12/2018

N/A

2/8/2018

N/A

No

N/A

Property

9.02

Wytheville Commons

2/23/2018

2/12/2018

N/A

2/8/2018

N/A

No

N/A

Property

9.03

Chatham Crossing

2/26/2018

2/12/2018

N/A

2/9/2018

N/A

No

N/A

Loan

5, 11, 12

10

The Gateway

2/26/2018

2/14/2018

N/A

2/14/2018

3/21/2018

Yes-4

11.0%

$302,500,000

$220,000,000

63.3%

Loan

11

One Lincoln Station

2/8/2018

1/9/2018

N/A

1/9/2018

N/A

No

N/A

Loan

13

12

Shoppes of Benton

3/9/2018

1/17/2018

N/A

1/4/2018

N/A

No

N/A

Loan

14

13

300 E. 85th Housing Corp.

1/30/2018

1/18/2018

N/A

1/19/2018

N/A

No

N/A

$500,000

6.7%

Loan

14

Peninsula Ridge

2/20/2018

1/9/2018

N/A

1/9/2018

N/A

No

N/A

Loan

15

Warm Springs Promenade

2/6/2018

1/3/2018

N/A

1/4/2018

N/A

No

N/A

Loan

16

Holiday Inn BWI Airport

1/30/2018

1/8/2018

N/A

1/8/2018

N/A

No

N/A

Loan

6

17

Crescendo Las Vegas Self Storage Portfolio

Property

17.01

StorageOne at Lone Mountain

1/31/2018

11/30/2017

N/A

11/30/2017

N/A

No

N/A

Property

17.02

StoreMore Self Storage

1/23/2018

1/16/2018

N/A

1/16/2018

N/A

No

N/A

Loan

18

Dollar Self Storage

2/22/2018

2/8/2018

N/A

2/8/2018

2/8/2018

Yes - 4

11.0%

Loan

19

South Academy Highlands

2/27/2018

2/6/2018

N/A

2/6/2018

N/A

No

N/A

Loan

20

Miami Heights MHC

1/26/2018

10/20/2017

N/A

10/19/2017

N/A

No

N/A

Loan

21

Dunes Retail Center

12/20/2017

10/31/2017

N/A

10/31/2017

10/31/2017

Yes - 4

10.0%

Loan

14

22

Bay Terrace Cooperative Section VIII, Inc.

12/19/2017

12/8/2017

N/A

12/4/2017

N/A

No

N/A

$500,000

21.9%

Loan

14

23

Park City Self Storage

2/9/2018

1/17/2018

N/A

1/17/2018

1/17/2018

Yes - 3

6.0%

Loan

24

Boca Chica Plaza

1/31/2018

1/24/2018

N/A

1/24/2018

N/A

No

N/A

Loan

14

25

Booth Street Owners Corp.

2/22/2018

2/20/2018

N/A

2/21/2018

N/A

No

N/A

$500,000

10.8%

Loan

14

26

Sparrows Lodge

3/5/2018

2/16/2018

N/A

2/16/2018

2/16/2018

Yes-4

6.0%

Loan

27

Peter Pan MHC

3/2/2018

2/9/2018

N/A

2/9/2018

2/9/2018

Yes- 4

5.0%

Loan

28

27 Orinda Way

1/16/2018

1/31/2018

N/A

1/11/2018

1/11/2018

Yes - 4

19.0%

Loan

14

29

Wesley House Ltd.

2/16/2018

2/13/2018

N/A

2/14/2018

N/A

No

N/A

$500,000

25.2%

Loan

14

30

3600 Fieldston Road Apartment Corporation

2/13/2018

2/1/2018

N/A

2/2/2018

N/A

No

N/A

$500,000

22.0%

Loan

14

31

35 W. 9 Owners Corp.

1/5/2018

1/2/2018

N/A

1/2/2018

N/A

No

N/A

$500,000

5.5%

Loan

14

32

83-10 35th Avenue Owner’s Corp.

2/9/2018

2/9/2018

N/A

2/9/2018

N/A

No

N/A

$250,000

5.0%

Loan

33

Skylark MHC

3/2/2018

2/12/2018

N/A

2/9/2018

2/9/2018

Yes- 4

17.0%

Loan

14

34

Kent Bentley Apartments, Inc.

1/2/2018

12/12/2017

N/A

12/12/2017

N/A

No

N/A

$250,000

27.2%

Loan

14

35

Thornycroft Tenants’ Corp.

1/22/2018

1/2/2018

N/A

1/3/2018

N/A

No

N/A

$250,000

9.9%

Loan

15

36

Sunnyvale Medical Plaza

1/23/2018

12/14/2017

N/A

12/14/2017

N/A

No

N/A

Loan

14

37

Burnham House, Inc.

2/8/2018

2/7/2018

N/A

2/8/2018

N/A

No

N/A

$1,000,000

5.4%

Loan

14

38

5601 Riverdale Owners Corp.

1/24/2018

1/11/2018

N/A

1/11/2018

N/A

No

N/A

$250,000

10.5%

Loan

14

39

Lenox Manor Owners, Inc.; Compark Owners Corp.

2/20/2018

1/2/2018

N/A

1/2/2018

N/A

No

N/A

$1,500,000

1.7%

Loan

14

40

44-46 West 65th Apartment Corp.

1/24/2018

1/16/2018

N/A

1/16/2018

N/A

No

N/A

$500,000

16.3%

Loan

41

Jonesboro Self Storage

2/9/2018

1/30/2018

N/A

1/29/2018

N/A

No

N/A

Loan

42

Rio Seco MHC

2/26/2018

2/9/2018

N/A

2/9/2018

3/8/2018

Yes- 4

5.0%

A-1-14

Annex A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

Property Flag	Footnotes	Loan ID	Property Name	Total Mortgage Debt UW NCF DSCR	Total Mortgage Debt UW NOI Debt Yield	Cut-off Date Mezzanine Debt Balance	Total Debt Cut-off Date LTV Ratio	Total Debt UW NCF DSCR	Total Debt UW NOI Debt Yield	Coop - Rental Value	Coop - LTV as Rental	Coop - Unsold Percent	Coop - Sponsor Units	Coop - Investor Units	Coop - Coop Units	Coop - Sponsor/ Investor Carry
Loan	5, 8, 9	1	Twelve Oaks Mall	1.58x	10.2%
Loan	5, 6, 7, 9	2	Extra Space - TIAA Self Storage Portfolio	1.97x	9.2%
Property		2.01	Extra Space Washington
Property		2.02	Extra Space San Jose
Property		2.03	Extra Space San Diego
Property		2.04	Extra Space Panorama City
Property		2.05	Extra Space Norwalk
Property		2.06	Extra Space Miami East
Property		2.07	Extra Space Miami West
Property		2.08	Extra Space Palo Alto
Property		2.09	Extra Space Covina
Property		2.10	Extra Space Gaithersburg
Property		2.11	Extra Space Philadelphia
Property		2.12	Extra Space Westminster
Property		2.13	Extra Space Newark
Property		2.14	Extra Space Essex
Property		2.15	Extra Space New Bedford
Property		2.16	Extra Space Birmingham
Property		2.17	Extra Space Haverhill
Property		2.18	Extra Space Shrewsbury
Property		2.19	Extra Space Dallas
Property		2.20	Extra Space Enfield
Property		2.21	Extra Space San Diego Miramar
Property		2.22	Extra Space Shawnee
Property		2.23	Extra Space Overland Park
Property		2.24	Extra Space Tucson
Loan	5, 9, 16	3	Apple Campus 3	3.55x	12.2%	$235,000,000	74.3%	1.70x	7.2%
Loan	5, 9, 16	4	One Dulles Tower	2.17x	8.8%
Loan	5	5	Airport Business Center	2.12x	9.8%	$20,000,000	69.5%	1.74x	8.6%
Loan	5, 6, 7, 9, 10	6	Northwest Hotel Portfolio	1.78x	13.7%
Property		6.01	Hilton Garden Inn Bend
Property		6.02	Hampton Inn & Suites Bend
Property		6.03	Hilton Garden Inn Salt Lake City Downtown
Property		6.04	Hampton Inn & Suites Coeur d’Alene
Property		6.05	Hampton Inn & Suites Boise Spectrum
Property		6.06	La Quinta Inns & Suites Coeur d’Alene
Property		6.07	La Quinta Inns & Suites Twin Falls
Loan	5, 6	7	North Bay Portfolio	1.66x	11.2%
Property		7.01	Petaluma Business Center
Property		7.02	South Petaluma Business Center
Property		7.03	Lakeville Business Center
Loan		8	Prescott Valley Crossroads
Loan	6	9	WMC Portfolio
Property		9.01	Oak Summit
Property		9.02	Wytheville Commons
Property		9.03	Chatham Crossing
Loan	5, 11, 12	10	The Gateway	1.62x	6.8%
Loan		11	One Lincoln Station
Loan	13	12	Shoppes of Benton
Loan	14	13	300 E. 85th Housing Corp.	5.72x	29.9%					$133,000,000	11.5%					N/A
Loan		14	Peninsula Ridge
Loan		15	Warm Springs Promenade
Loan		16	Holiday Inn BWI Airport
Loan	6	17	Crescendo Las Vegas Self Storage Portfolio
Property		17.01	StorageOne at Lone Mountain
Property		17.02	StoreMore Self Storage
Loan		18	Dollar Self Storage
Loan		19	South Academy Highlands
Loan		20	Miami Heights MHC
Loan		21	Dunes Retail Center
Loan	14	22	Bay Terrace Cooperative Section VIII, Inc.	4.56x	24.4%					$31,400,000	19.4%					N/A
Loan	14	23	Park City Self Storage
Loan		24	Boca Chica Plaza
Loan	14	25	Booth Street Owners Corp.	5.21x	27.0%					$33,500,000	16.4%	7.1%	9			-$2,847
Loan	14	26	Sparrows Lodge
Loan		27	Peter Pan MHC
Loan		28	27 Orinda Way
Loan	14	29	Wesley House Ltd.	4.61x	20.4%					$15,000,000	26.7%	3.9%	2		1	-$1,836
Loan	14	30	3600 Fieldston Road Apartment Corporation	5.24x	23.5%					$17,100,000	17.8%	33.8%	5	19		6 units: NAV, 18 units: $193,844.76
Loan	14	31	35 W. 9 Owners Corp.	9.92x	55.8%					$36,500,000	8.2%	5.6%	2			-$28,923
Loan	14	32	83-10 35th Avenue Owner’s Corp.	9.14x	53.4%					$32,800,000	8.4%	10.7%			14	N/A
Loan		33	Skylark MHC
Loan	14	34	Kent Bentley Apartments, Inc.	4.75x	27.0%					$13,700,000	18.2%	4.5%	2		1	$7,430
Loan	14	35	Thornycroft Tenants’ Corp.	17.60x	71.8%					$27,200,000	8.3%	2.2%		2		N/A
Loan	15	36	Sunnyvale Medical Plaza
Loan	14	37	Burnham House, Inc.	13.23x	72.4%					$48,000,000	4.2%					N/A
Loan	14	38	5601 Riverdale Owners Corp.	10.02x	58.2%					$23,100,000	8.6%	8.0%	9			-$10,349
Loan	14	39	Lenox Manor Owners, Inc.; Compark Owners Corp.	34.35x	183.2%					$147,000,000	1.4%	9.7%	10	4		$236,578
Loan	14	40	44-46 West 65th Apartment Corp.	2.96x	18.0%					$8,700,000	18.6%	48.1%	13			$53,901
Loan		41	Jonesboro Self Storage
Loan		42	Rio Seco MHC

A-1-15

BANK 2018-BNK11

Footnotes to Annex A-1

(1)	MSBNA—Morgan Stanley Bank, N.A.; BANA—Bank of America, National Association; MSMCH—Morgan Stanley Mortgage Capital Holdings LLC; WFB—Wells Fargo Bank, National Association; NCB—National Cooperative Bank, N. A.; NCCB—National Consumer Cooperative Bank.
(2)	Certain tenants may not be in occupancy or may be in free rent periods. See“Description of the Mortgage Pool—Tenant Issues—Lease Expirations and Terminations—Other” in this prospectus for information regarding the 5 largest tenants at mortgaged properties securing the 15 largest mortgage loans which are not in occupancy or are in free rent periods.
(3)	The Administrative Fee Rate includes the master servicing fee rate, operating advisor fee rate, certificate administrator/trustee fee rate, asset representations reviewer fee rate, primary or sub-servicing servicing fee rate, CREFC® license fee rate and, with respect to any non-serviced mortgage loan, pari passu loan primary servicing fee rate, in each case applicable to the related mortgage loan.
(4)	Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease. See“Description of the Mortgage Pool—Tenant Issues—Lease Expirations and Terminations—Terminations” for information regarding certain lease termination options affecting the 5 largest tenants at mortgaged properties securing the 15 largest mortgage loans.
(5)	Each of the Twelve Oaks Mall Mortgage Loan (Mortgage Loan No. 1), the Extra Space - TIAA Self Storage Portfolio Mortgage Loan (Mortgage Loan No. 2), the Apple Campus 3 Mortgage Loan (Mortgage Loan No. 3), the One Dulles Tower Mortgage Loan (Mortgage Loan No. 4), the Airport Business Center Mortgage Loan (Mortgage Loan No. 5),  the Northwest Hotel Portfolio Mortgage Loan (Mortgage Loan No. 6), the North Bay Portfolio Mortgage Loan (Mortgage Loan No. 7) and The Gateway Mortgage Loan (Mortgage Loan No. 10) is part of a whole loan related to the Issuing Entity. For further information, see “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans”, “—The Non-Serviced Pari Passu Whole Loans”, “—The Twelve Oaks Mall Pari Passu-A/B Whole Loan”, and “—The Gateway Pari Passu-A/B Whole Loan”, and “Pooling and Servicing Agreement, and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”, as applicable, in this prospectus.
(6)	With respect to Mortgage Loan No. 2, Extra Space - TIAA Self Storage Portfolio, Mortgage Loan No. 6, Northwest Hotel Portfolio, Mortgage Loan No. 7, North Bay Portfolio, Mortgage Loan No. 9, WMC Portfolio, and Mortgage Loan No. 17, Crescendo Las Vegas Self Storage Portfolio, each such mortgage loan is secured by multiple properties. For purposes of the statistical information set forth in this prospectus as to such mortgage loans, all LTV, DSCR, Debt Yield and Cut-off Date Balance per SF/Units/Rooms/Pads calculations are shown on an aggregate basis, and a portion of the Cut-off Date Balance has been allocated to each mortgaged property based on the respective Appraised Values and/or UW NCF, among other methods.
(7)	With respect to Mortgage Loan No. 2, Extra Space - TIAA Self Storage Portfolio, and Mortgage Loan No. 6, Northwest Hotel Portfolio, the related loan documents permit a partial collateral release subject to LTV, DSCR and/or Debt Yield tests, or other release conditions in connection with a partial defeasance or prepayment of the related mortgage loan. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Defeasance” and “—Releases; Partial Releases” in this prospectus.
(8)	With respect to Mortgage Loan No. 1, Twelve Oaks Mall, the related loan documents permit one or more outparcel or other releases without prepayment or defeasance.  In addition, the related loan documents permit the additional of certain anchor pads to the collateral, and the subsequent release of such anchor pads. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Releases; Partial Releases” in this prospectus.
(9)	With respect to Mortgage Loan No. 1, Twelve Oaks Mall, the Appraised Value includes certain unimproved areas (currently comprised of parking areas adjacent to non-collateral anchor tenant pads and an undeveloped approximately 24.8 acre outlot) that are subject to a conditional free release.  The total land area of the Mortgaged Property is 108.3 acres. The Appraised Value of the Mortgaged Property is $552.9 million, using the income approach of valuation.  The appraisal separately assigned a value of $20.5 million to the total land area of the Mortgaged Property using the comparable sales approach of valuation.

A-1-16

	With respect to Mortgage Loan No. 2, Extra Space - TIAA Self Storage Portfolio, the “As-Is Portfolio” Appraised Value of $394,160,000 reflects a $36,170,000 premium attributed to the aggregate “As-is” value of the related mortgaged properties as a whole. The sum of the “As-is” values for each of the related mortgaged properties on an individual basis is $357,990,000, which represents a Cut-off Date LTV Ratio and Maturity Date LTV Ratio of 64.0%. See the definition of “Appraised Value” under “Description of the Mortgage Pool—Certain Calculations and Definitions-Definitions” in this prospectus.
	With respect to Mortgage Loan No. 3 , Apple Campus 3, the Appraised Value is the “As Stabilized” appraised value of $773,600,000, which assumes all outstanding free rent and leasing commissions have been paid and tenant improvements have been completed.  All outstanding free rent, tenant improvements and leasing commissions have been reserved.  The “As-is” appraised value assuming the outstanding free rent and leasing commissions have not been paid and tenant improvements have not been completed is $624,600,000.  The Cut-off Date LTV Ratio and Maturity Date LTV Ratio based on the $624,600,000 “As-is” appraised value each is 54.4%.
	With respect to Mortgage Loan No. 4, One Dulles Tower, the Appraised Value is the “As Stabilized” value of $212,500,000, which assumes all outstanding free rent has been paid, tenant improvements have been completed and leasing commissions have been paid.  All outstanding free rent, tenant improvements and leasing commissions have been reserved.  The “As-is”  appraised value assuming the outstanding free rent and leasing commissions have not been paid and tenant improvements have not been completed is $189,800,000.  The Cut-off Date LTV Ratio and Maturity Date LTV Ratio based on the $189,800,000 “As-is” appraised value each is 80.1%.
	With respect to Mortgage Loan No. 6, Northwest Hotel Portfolio, the Appraised Value is the “As Completed” appraised value, which assumes property improvement plans (“PIPs”) at the Hilton Garden Inn Bend, Hilton Garden Inn Salt Lake City Downtown, Hampton Inn & Suites Coeur d’Alene, Hampton Inn & Suites Boise Spectrum and La Quinta Inns & Suites Twin Falls mortgaged properties have been completed.  All outstanding PIPs have been reserved.  The “As-Is” appraised value for the mortgage loan assuming the aforementioned PIPs have not been completed is $155,700,000.  The Cut-off Date LTV Ratio and Maturity Date LTV Ratio based on the $155,700,000 “As-is” appraised value are 72.7% and 54.6%, respectively.
(10)	With respect to Mortgage Loan No. 6, Northwest Hotel Portfolio, the Hampton Inn & Suites Boise Spectrum mortgaged property is non-conforming by four rooms.  Only 129 rooms were approved by the City of Boise and income from the four extra rooms was included in the underwriting.  Excluding the four rooms, while still underwriting to 79.4% occupancy, changes the UW NOI DSCR, UW NCF DSCR, Cut-off Date UW NOI Debt Yield and Cut-off Date UW NCF Debt Yield of the mortgage loan to 1.95x, 1.77x, 13.7% and 12.4%, respectively.
(11)	With respect to Mortgage Loan No. 10, The Gateway, Cut-off Date Balance per SF/Units/Rooms/Pads, Size, Units of Measure and Occupancy Rate, are based on 1,254 multifamily units at the property.  The Gateway Property also includes 61,989 SF of ground floor commercial space and 58 townhouse units in 19 low-rise buildings which are not included in unit count or occupancy figures.
(12)	With respect to Mortgage Loan No. 10, The Gateway, the loan documents require a soft lockbox for rents received from residential tenants and a hard lockbox for rents received from non-residential tenants.
(13)	With respect to Mortgage Loan No. 12, Shoppes of Benton, an earnout was reserved upfront in the amount of $400,000. The lender is required to disburse to the borrower an amount from the earnout reserve upon the borrower’s request (which can be made no more than two times), provided that certain conditions are satisfied, including, but not limited to, the following:(i) no event of default is continuing;  (ii) 3,200 SF of space (or such portion thereof as shall cause the following clauses (iii) to (v) to be true) having been leased to one or more tenants pursuant to one or more leases that meet the requirements of the loan documents; (iii) the  loan to value ratio is not greater than 75.0%; (iv) the debt service coverage ratio is at least 1.25x; (v) the debt yield is at least 7.90%; and (vi) the borrower shall have delivered to the lender an officer’s certificate confirming all of the above conditions have been satisfied.  In the event these conditions are not satisfied prior to the 24 month anniversary of the note date, the lender may apply the remaining funds in the earnout reserve on the next payment date to prepay the mortgage loan and the borrower will be required to pay a prepayment fee equal to the greater of (i) 1.00% of the amount prepaid and (ii) a yield maintenance premium. In the event that the lender does not elect to use the earnout to prepay the Shoppes of Benton Mortgage Loan on such payment date, the Shoppes of Benton Borrower will continue to have the right to receive release of the earnout upon fulfillment of the conditions above.

A-1-17

(14)	With respect to Mortgage Loan No. 13, 300 E. 85th Housing Corp., Mortgage Loan No. 22, Bay Terrace Cooperative Section VIII, Inc., Mortgage Loan No. 23, Park City Self Storage, Mortgage Loan No. 25, Booth Street Owners Corp., Mortgage Loan No. 26, Sparrows Lodge, Mortgage Loan No. 29, Wesley House Ltd., Mortgage Loan No. 30, 3600 Fieldston Road Apartment Corporation, Mortgage Loan No. 31, 35 W. 9 Owners Corp., Mortgage Loan No. 32, 83-10 35th Avenue Owner’s Corp., Mortgage Loan No. 34, Kent Bentley Apartments, Inc., Mortgage Loan No. 35, Thornycroft Tenants’ Corp., Mortgage Loan No. 37, Burnham House, Inc., Mortgage Loan No. 38, 5601 Riverdale Owners Corp., Mortgage Loan No. 39, Lenox Manor Owners, Inc.; Compark Owners Corp. and Mortgage Loan No. 40, 44-46 West 65th Apartment Corp., the related mortgage loan documents permit future subordinate secured financing or mezzanine financing generally subject to compliance with certain combined LTV, DSCR and/or Debt Yield tests. See “Description of the Mortgage Pool—Additional Indebtedness—Mezzanine Indebtedness” and “—Other Secured Indebtedness” in this prospectus.
(15)	With respect to Mortgage Loan No. 36, Sunnyvale Medical Plaza, the funds in the TI/LC reserve are required to be released (to the extent such funds exceed $60,000) upon (i) the lease with Deca Dental Management, LLC (as assignee from Sunnyvale Smiles, PLLC) has been renewed in accordance with its terms for at least an additional three years ending no earlier than September 30, 2021 at a rental rate no less than the rental rate specified in the “Lease Adjustment” set forth in such lease or the subject space is leased to a new replacement tenant on terms and conditions approved by the lender, in its sole discretion and the borrower has provided the lender with a tenant estoppel certificate from such replacement tenant evidencing that such new replacement tenant is in occupancy, open for business and paying full, unabated rent, and (ii) the lease with American Heritage Dental, PA has been renewed for at least an additional three years ending no earlier than February 1, 2022, at a rental rate no less than the rental rate specified in the “Lease Adjustment” set forth in such lease or the subject space is leased to a new replacement tenant on terms and conditions approved by the lender, in its sole discretion and the borrower has provided the lender with a tenant estoppel certificate from such replacement tenant evidencing that such new replacement tenant is in occupancy, open for business and paying full, unabated rent.
16.	With respect to Mortgage Loan No. 3, Apple Campus 3, in the event that such mortgage loan is not repaid in full on or before the ARD, the borrower is required to make interest payments based on an interest rate equal to the greater of (i) 3.364978% plus 1.500% per annum, and (ii) the 10-year swap rate plus 1.500% per annum.
	With respect to Mortgage Loan No. 4, One Dulles Tower, in the event that such mortgage loan is not repaid in full on or before the ARD, the borrower is required to make interest payments based on an interest rate equal to 3.50% plus the greater of (a) 3.9860% and (b) the sum of (i) the 10-year treasury rate, (ii) the mid market 10-year swap spread and (iii) 1.64%.
A.	“Yield Maintenance”shall mean an amount equal to the greater of (i) one percent (1%) of the principal amount of the Loan being prepaid,and (ii) the present value as of the Prepayment Calculation Date of a series of monthly payments over the remaining term of the Loan through and including the last day of the calendar month immediately preceding the Open Date each equal to the amount of interest which would be due on the principal amount of the Loan being prepaid assuming a per annum interest rate equal to the excess of the Interest Rate over the Reinvestment Yield, and discounted at the Reinvestment Yield. As used herein,“Reinvestment Yield” means the yield calculated by the linear interpolation of the yields, as reported in the Federal Reserve Statistical Release H. 15-Selected Interest Rates under the heading “U.S. government securities” and the sub-heading “Treasury constant maturities” for the week ending prior to the Prepayment Calculation Date, of the U.S. Treasury constant maturities with maturity dates (one longer and one equal to or shorter) most nearly approximating the last day of the calendar month immediately preceding the Open Date, and converted to a monthly compounded nominal yield. In the event Release H.15 is no longer published, Lender shall select a comparable publication to determine the Reinvestment Yield. The “Prepayment Calculation Date” shall mean, as applicable, the Payment Date on which Lender applies any prepayment to the reduction of the outstanding principal amount of the Note. Lender’s calculation of Yield Maintenance shall be conclusive and binding absent manifest error.
B.	“Yield Maintenance “ shall mean an amount equal to the greater of (i) one percent (1%) of the principal amount of the Loan being prepaid, and (ii) the present value as of the Prepayment Calculation Date of a series of monthly payments over the remaining term of the Loan through and including the Maturity Date each equal to the amount of interest which would be due on the principal amount of the Loan being prepaid assuming a per annum interest rate equal to the excess of the Interest Rate over the Reinvestment Yield, and discounted at the Reinvestment Yield. As used herein, “Reinvestment Yield” means the yield calculated by the linear interpolation of the yields, as reported in the Federal Reserve Statistical Release H.15- Selected Interest Rates under the heading “U.S. government securities” and the sub-heading “Treasury constant maturities” for the week ending prior to the Prepayment Calculation Date, of the U.S. Treasury constant maturities with maturity dates (one longer and one equal to or shorter) most nearly approximating the Maturity Date, and converted to a monthly compounded nominal yield. In the event Release H.15 is no longer published, Lender shall select a comparable publication to determine the Reinvestment Yield. The “Prepayment Calculation Date” shall mean, as applicable, the Payment Date on which Lender applies any prepayment to the reduction of the outstanding principal amount of the Note. Lender’s calculation of Yield Maintenance shall be conclusive and Wnding absent manifest error.

A-1-18

C.	“Yield Maintenance Amount” shall mean the present value, as of the Repayment Date, of the remaining scheduled payments of principal and interest from the Repayment Date through the Open Prepayment Date (including any balloon payment) determined by discounting such payments at the Discount Rate, less the amount of principal being prepaid on the Repayment Date. “Prepayment Fee” shall mean an amount equal to the greater of (i) the Yield Maintenance Amount, or (ii) one percent (1%) of the unpaid principal balance of the Note as of the Repayment Date. “Discount Rate” shall mean the rate which, when compounded monthly, is equivalent to the lesser of (i) the Treasury Rate and (ii) the Swap Rate, each when compounded semi annually. “Treasury Rate” shall mean the yield calculated by the linear interpolation of the yields, as reported in Federal Reserve Statistical Release H.15 Selected Interest Rates under the heading U.S. Government Securities/Treasury Constant Maturities for the week ending prior to the Repayment Date, of U.S. Treasury constant maturities with maturity dates (one longer and one shorter) most nearly approximating the Open Prepayment Date. (In the event Release H.15 is no longer published, Lender shall select a comparable publication to determine the Treasury Rate.) “Swap Rate” shall mean the yield calculated by the linear interpolation of mid-market swap yields, as reported on Reuters Capital Markets screen 19901 (SEMI-BOND column), with maturities (one longer and one shorter) most nearly approximating the Stated Maturity Date (in the event Reuters Capital Markets screen 19901 is no longer available, Lender shall select a comparable publication to determine such yield).
D.	The Yield Maintenance Premium shall be equal to the greater of: (A) One percent (1%) of the amount of principal being prepaid; or (B) The product obtained by multiplying: (1) the amount of principal being prepaid, by (2) the difference obtained by subtracting from the Interest Rate on this Note the Yield Rate (as defined below), on the twenty-fifth Business Day preceding (x) the Noticed Prepayment Date, or (y) the date Payee accelerates the indebtedness evidenced by this Note or, except with respect to a Casualty Prepayment (as to which no Prepayment Premium shall be payable), otherwise accepts a prepayment by reason of Payee’s application of any collateral or other security to the repayment of any portion of the unpaid principal balance of this Note prior to the Maturity Date and in the absence of acceleration, by (3) the present value factor calculated using the following formula: (1 - (1 + r)^(-n/12)) / r r = Yield Rate n = the number of months remaining between (1) either of the following: (x) in the case of a voluntary prepayment, the last day of the month during which the prepayment is made, or (y) in any other case, the date on which Payee accelerates the unpaid principal balance of this Note and (2) the Yield Maintenance Period End Date. As used herein, the “Yield Rate” means the yield calculated by interpolating the yields for the immediately shorter and longer term U.S. “Treasury constant maturities” (as reported in the Federal Reserve Statistical Release H.15 Selected Interest Rates (the “Fed Release”) under the heading “U.S. government securities”) closest to the remaining term of the Yield Maintenance Period Term, as follows (rounded to three decimal places): (((a-b) / (x-y)) x (z-y)) + b a = the yield for the longer U.S. Treasury constant maturity  b = the yield for the shorter U.S. Treasury constant maturity  x = the term of the longer U.S. Treasury constant maturity  y = the term of the shorter U.S. Treasury constant maturity  z = “n” (as defined in the present value factor calculation above) divided by 12. Notwithstanding any provision to the contrary, if “z” equals a term reported under the U.S. “Treasury constant maturities” subheading in the Fed Release, the yield for such term shall be used, and interpolation shall not be necessary. If publication of the Fed Release is discontinued by the Federal Reserve Board, Payee shall determine the Yield Rate from another source selected by Payee. Any determination of the Yield Rate by Payee will be binding absent manifest error
E.	“Yield Maintenance” shall mean an amount equal to the greater of (i) one percent (1%) of the principal amount of the Loan being prepaid, and (ii) the present value as of the Prepayment Calculation Date of a series of monthly payments over the remaining term of the Loan through and including the Maturity Date each equal to the amount of interest which would be due on the principal amount of the Loan being prepaid assuming a per annum interest rate equal to the excess of the Interest Rate over the Reinvestment Yield, and discounted at the Reinvestment Yield. As used herein, “Reinvestment Yield” means the yield calculated by the linear interpolation of the yields, as reported in the Federal Reserve Statistical Release H.15- Selected Interest Rates under the heading “U.S. government securities” and the sub-heading “Treasury constant maturities” for the week ending prior to the Prepayment Calculation Date, of the U.S. Treasury constant maturities with maturity dates (one longer and one equal to or shorter) most nearly approximating the Maturity Date, and converted to a monthly compounded nominal yield. In the event Release H.15 is no longer published, Lender shall select a comparable publication to determine the Reinvestment Yield. The “Prepayment

A-1-19

	Calculation Date” shall mean, as applicable, the Payment Date on which Lender applies any prepayment to the reduction of the outstanding principal amount of the Note. Lender’s calculation of Yield Maintenance shall be conclusive and binding absent manifest error.
F.	“Yield Maintenance Premium” shall mean an amount equal to the greater of: (i) one percent (1%) of the principal amount of the Loan being prepaid or (ii) the present value as of the Prepayment Date of the Calculated Payments from the Prepayment Date through the Maturity Date determined by discounting such payments at the Discount Rate. As used in this definition, the term “Prepayment Date” shall mean the date on which prepayment is made. As used in this definition, the term “Calculated Payments” shall mean the monthly payments of interest only which would be due based on the principal amount of the Loan being prepaid on the Prepayment Date and assuming an interest rate per annum equal to the difference (if such difference is greater than zero) between (y) the Interest Rate and (z) the Yield Maintenance Treasury Rate. As used in this definition, the term “Discount Rate” shall mean the rate which, when compounded monthly, is equivalent to the Yield Maintenance Treasury Rate, when compounded semi-annually. As used in this definition, the term “Yield Maintenance Treasury Rate” shall mean the yield calculated by Lender by the linear interpolation of the yields, as reported in the Federal Reserve Statistical Release H.15-Selected Interest Rates under the heading U.S. Government Securities/Treasury Constant Maturities for the week ending prior to the Prepayment Date, of U.S. Treasury Constant Maturities with maturity dates (one longer or one shorter) most nearly approximating the Maturity Date. In the event Release H.15 is no longer published, Lender shall select a comparable publication to determine the Yield Maintenance Treasury Rate. In no event, however, shall Lender be required to reinvest any prepayment proceeds in U.S. Treasury obligations or otherwise.
G.	“Yield Maintenance” shall mean an amount equal to the greater of (i) one percent (1%) of the principal amount of the Loan being prepaid, and (ii) the present value as of the Prepayment Calculation Date of a series of monthly payments over the remaining term of the Loan through and including the Open Date each equal to the amount of interest which would be due on the principal amount of the Loan being prepaid assuming a per annum interest rate equal to the excess of the Interest Rate over the Reinvestment Yield, and discounted at the Reinvestment Yield. As used herein, “Reinvestment Yield” means the yield calculated by the linear interpolation of the yields, as reported in the Federal Reserve Statistical Release H.15- Selected Interest Rates under the heading “U.S. government securities” and the sub-heading “Treasury constant maturities” for the week ending prior to the Prepayment Calculation Date, of the U.S. Treasury constant maturities with maturity dates (one longer and one equal to or shorter) most nearly approximating the Open Date, and converted to a monthly compounded nominal yield. In the event Release H.15 is no longer published, Lender shall select a comparable publication to determine the Reinvestment Yield. The “Prepayment Calculation Date” shall mean, as applicable, the Payment Date on which Lender applies any prepayment to the reduction of the outstanding principal amount of the Note. Lender’s calculation of Yield Maintenance shall be conclusive and binding absent manifest error.
H.	“Yield Maintenance Premium” shall mean an amount equal to the greater of: (x) one percent (1%) of the principal amount of this Note being prepaid or (y) the present value as of the Prepayment Date (defined below) of the Calculated Payments (defined below) from the Prepayment Date through the Maturity Date determined by discounting such payments at the Discount Rate (defined below). As used in this definition, the term “Prepayment Date” shall mean the date on which prepayment is made. As used in this definition, the term “Calculated Payments” shall mean the monthly payments of interest only which would be due based on the principal amount of this Note being prepaid on the Prepayment Date and assuming an interest rate per annum equal to the difference (if such difference is greater than zero) between (1) the Applicable Interest Rate and (2) the Yield Maintenance Treasury Rate (defined below). As used in this definition, the term “Discount Rate” shall mean the rate which, when compounded monthly, is equivalent to the Yield Maintenance Treasury Rate, when compounded semi-annually. As used in this definition, the term “Yield Maintenance Treasury Rate” shall mean the yield calculated by Lender by the linear interpolation of the yields, as reported in the Federal Reserve Statistical Release H.15-Selected Interest Rates under the heading U.S. Government Securities/Treasury Constant Maturities for the week ending prior to the Prepayment Date, of U.S. Treasury Constant Maturities with maturity dates (one longer or one shorter) most nearly approximating the Maturity Date. In the event Release H.15 is no longer published, Lender shall select a comparable publication to determine the Yield Maintenance Treasury Rate. In no event, however, shall Lender be required to reinvest any prepayment proceeds in U.S. Treasury obligations or otherwise.

A-1-20

AnnexA-2

MORTGAGE POOL INFORMATION (TABLES)

[THIS PAGE INTENTIONALLY LEFT BLANK]

BANK 2018-BNK11
Annex A-2: Mortgage Pool Information

Mortgage Loan Sellers
			Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
		Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of	Cut-off Date	Cut-off Date	Mortgage	Remaining	U/W NCF	U/W NOI	Cut-off Date	Maturity Date
Loan Seller	Mtg. Loans	Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
Wells Fargo Bank, National Association	9	$329,981,029	47.9%	4.2580%	119	2.40x	11.7%	55.2%	51.4%
Bank of America, National Association	12	$198,219,232	28.8%	4.5211%	120	2.05x	10.5%	56.9%	54.3%
Morgan Stanley Mortgage Capital Holdings LLC	8	$107,994,183	15.7%	4.8725%	120	1.43x	9.9%	70.8%	59.5%
National Cooperative Bank, National Association	13	$52,006,249	7.6%	4.0669%	119	9.39x	50.1%	11.2%	9.9%
Total:	42	$688,200,694	100.0%	4.4158%	119	2.67x	14.0%	54.8%	50.4%
Cut-off Date Balances
			Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
		Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of	Cut-off Date	Cut-off Date	Mortgage	Remaining	U/W NCF	U/W NOI	Cut-off Date	Maturity Date
Cut-off Date Balance ($)	Mtg. Loans	Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
1,240,000 - 10,000,000	26	$108,960,026	15.8%	4.6241%	119	4.90x	26.8%	44.3%	39.3%
10,000,001 - 20,000,000	4	$53,022,952	7.7%	4.6726%	119	2.82x	16.8%	50.4%	42.7%
20,000,001 - 30,000,000	4	$107,287,500	15.6%	4.5211%	120	1.92x	10.1%	61.3%	55.6%
30,000,001 - 40,000,000	2	$67,010,000	9.7%	4.6693%	120	1.58x	10.7%	63.8%	57.4%
40,000,001 - 55,000,000	2	$93,326,936	13.6%	4.6528%	119	1.97x	11.5%	63.0%	56.0%
55,000,001 - 65,000,000	2	$126,000,000	18.3%	3.6755%	118	2.86x	10.5%	57.8%	57.8%
65,000,001 - 66,593,280	2	$132,593,280	19.3%	4.4652%	119	2.26x	12.3%	47.1%	43.8%
Total:	42	$688,200,694	100.0%	4.4158%	119	2.67x	14.0%	54.8%	50.4%
Minimum: $1,240,000
Maximum: $66,593,280
Average: $16,385,731

A-2-1 

BANK 2018-BNK11
Annex A-2: Mortgage Pool Information

States
			Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
		Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of	Cut-off Date	Cut-off Date	Mortgage	Remaining	U/W NCF	U/W NOI	Cut-off Date	Maturity Date
State	Mtg. Properties	Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
California	20	$236,199,952	34.3%	4.1235%	119	2.51x	11.0%	53.2%	51.6%
Michigan	2	$79,593,280	11.6%	4.4428%	119	2.35x	14.2%	42.2%	35.4%
Virginia	2	$73,112,280	10.6%	4.0834%	119	2.07x	9.0%	72.0%	70.5%
New York	13	$52,006,249	7.6%	4.0669%	119	9.39x	50.1%	11.2%	9.9%
Colorado	2	$34,350,000	5.0%	4.8981%	120	1.81x	9.9%	64.2%	61.5%
Arizona	3	$34,142,009	5.0%	4.8410%	120	1.55x	10.2%	64.6%	57.5%
Nevada	3	$22,985,776	3.3%	4.9216%	119	1.72x	10.8%	62.2%	55.8%
Arkansas	1	$22,975,000	3.3%	4.9250%	120	1.23x	8.6%	71.0%	58.4%
North Carolina	2	$19,700,220	2.9%	4.6900%	120	1.44x	9.9%	74.9%	64.4%
Idaho	4	$19,454,551	2.8%	5.0180%	120	1.78x	13.7%	65.3%	49.0%
Maryland	3	$16,685,056	2.4%	4.9180%	119	1.84x	12.1%	64.4%	56.3%
Oregon	2	$14,085,373	2.0%	5.0180%	120	1.78x	13.7%	65.3%	49.0%
Florida	3	$13,676,589	2.0%	4.7911%	119	1.69x	9.2%	60.5%	55.2%
Utah	2	$12,787,012	1.9%	4.7613%	120	2.28x	13.4%	55.4%	46.8%
Texas	3	$9,655,908	1.4%	5.1016%	119	1.62x	10.8%	66.5%	55.6%
District of Columbia	1	$8,888,672	1.3%	4.5325%	119	1.97x	9.2%	58.1%	58.1%
Massachusetts	3	$5,935,100	0.9%	4.5325%	119	1.97x	9.2%	58.1%	58.1%
Pennsylvania	1	$2,683,231	0.4%	4.5325%	119	1.97x	9.2%	58.1%	58.1%
Delaware	1	$2,361,301	0.3%	4.5325%	119	1.97x	9.2%	58.1%	58.1%
Alabama	1	$2,073,668	0.3%	4.5325%	119	1.97x	9.2%	58.1%	58.1%
Kansas	2	$2,057,817	0.3%	4.5325%	119	1.97x	9.2%	58.1%	58.1%
Connecticut	1	$1,415,397	0.2%	4.5325%	119	1.97x	9.2%	58.1%	58.1%
Georgia	1	$1,376,250	0.2%	5.7200%	119	1.42x	10.4%	74.4%	65.6%
Total:	76	$688,200,694	100.0%	4.4158%	119	2.67x	14.0%	54.8%	50.4%

A-2-2 

BANK 2018-BNK11
Annex A-2: Mortgage Pool Information

Property Types
			Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
		Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of	Cut-off Date	Cut-off Date	Mortgage	Remaining	U/W NCF	U/W NOI	Cut-off Date	Maturity Date
Property Type	Mtg. Properties	Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
Retail
Anchored	5	$81,887,890	11.9%	4.9277%	120	1.41x	9.8%	67.4%	56.7%
Super Regional Mall	1	$66,593,280	9.7%	4.3985%	119	2.55x	15.3%	36.1%	29.7%
Shadow Anchored	3	$29,812,500	4.3%	4.6900%	120	1.44x	9.9%	74.9%	64.4%
Unanchored	1	$5,993,699	0.9%	5.0500%	119	1.61x	11.3%	65.9%	54.4%
Single Tenant	1	$4,500,000	0.7%	4.7800%	119	1.47x	9.5%	40.0%	38.2%
Subtotal:	11	$188,787,369	27.4%	4.7038%	119	1.83x	11.8%	56.9%	47.9%
Office
Suburban	4	$164,895,954	24.0%	3.9202%	118	2.62x	10.5%	58.7%	58.3%
Medical	1	$2,123,170	0.3%	5.6600%	118	1.40x	10.6%	74.5%	57.4%
Subtotal:	5	$167,019,124	24.3%	3.9423%	118	2.61x	10.5%	58.9%	58.3%
Multifamily
Cooperative	13	$52,006,249	7.6%	4.0669%	119	9.39x	50.1%	11.2%	9.9%
High-rise	1	$27,500,000	4.0%	3.7218%	120	3.00x	11.4%	38.0%	38.0%
Low-rise	1	$13,000,000	1.9%	4.6700%	120	1.30x	8.3%	73.2%	64.5%
Subtotal:	15	$92,506,249	13.4%	4.0491%	119	6.36x	32.7%	27.9%	25.9%
Self Storage
Self Storage	29	$91,376,250	13.3%	4.6255%	119	1.94x	9.4%	58.2%	57.0%
Subtotal:	29	$91,376,250	13.3%	4.6255%	119	1.94x	9.4%	58.2%	57.0%
Industrial
Flex	3	$76,104,046	11.1%	4.4142%	119	1.98x	10.2%	61.6%	60.1%
Subtotal:	3	$76,104,046	11.1%	4.4142%	119	1.98x	10.2%	61.6%	60.1%
Hospitality
Limited Service	7	$40,326,936	5.9%	5.0180%	120	1.78x	13.7%	65.3%	49.0%
Full Service	1	$11,747,737	1.7%	5.0800%	119	1.79x	13.3%	67.1%	55.5%
Select Service	1	$5,000,000	0.7%	4.6150%	120	4.12x	21.3%	52.6%	52.6%
Subtotal:	9	$57,074,673	8.3%	4.9955%	120	1.99x	14.3%	64.6%	50.7%
Manufactured Housing
Manufactured Housing	4	$15,332,982	2.2%	4.8392%	120	1.96x	10.5%	58.4%	53.6%
Subtotal:	4	$15,332,982	2.2%	4.8392%	120	1.96x	10.5%	58.4%	53.6%
Total:	76	$688,200,694	100.0%	4.4158%	119	2.67x	14.0%	54.8%	50.4%

A-2-3 

BANK 2018-BNK11
Annex A-2: Mortgage Pool Information

Mortgage Rates
			Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
		Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of	Cut-off Date	Cut-off Date	Mortgage	Remaining	U/W NCF	U/W NOI	Cut-off Date	Maturity Date
Mortgage Rate (%)	Mtg. Loans	Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
3.3650 - 4.4999	19	$331,099,530	48.1%	4.0126%	118	3.72x	17.7%	44.8%	43.3%
4.5000 - 4.9999	15	$274,923,276	39.9%	4.7013%	120	1.73x	10.0%	63.5%	58.4%
5.0000 - 5.7200	8	$82,177,888	11.9%	5.0851%	119	1.64x	12.2%	66.6%	52.2%
Total:	42	$688,200,694	100.0%	4.4158%	119	2.67x	14.0%	54.8%	50.4%
Minimum: 3.3650%
Maximum: 5.7200%
Weighted Average: 4.4158%
Original Terms to Maturity
			Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
		Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of	Cut-off Date	Cut-off Date	Mortgage	Remaining	U/W NCF	U/W NOI	Cut-off Date	Maturity Date
Original Term to Maturity (mos.)	Mtg. Loans	Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
120	42	$688,200,694	100.0%	4.4158%	119	2.67x	14.0%	54.8%	50.4%
Total:	42	$688,200,694	100.0%	4.4158%	119	2.67x	14.0%	54.8%	50.4%
Minimum: 120 mos.
Maximum: 120 mos.
Weighted Average: 120 mos.
Remaining Terms to Maturity
			Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
		Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of	Cut-off Date	Cut-off Date	Mortgage	Remaining	U/W NCF	U/W NOI	Cut-off Date	Maturity Date
Remaining Term to Maturity (mos.)	Mtg. Loans	Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
117 - 120	42	$688,200,694	100.0%	4.4158%	119	2.67x	14.0%	54.8%	50.4%
Total:	42	$688,200,694	100.0%	4.4158%	119	2.67x	14.0%	54.8%	50.4%
Minimum: 117 mos.
Maximum: 120 mos.
Weighted Average: 119 mos.

A-2-4 

BANK 2018-BNK11
Annex A-2: Mortgage Pool Information

Original Amortization Terms
			Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
		Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of	Cut-off Date	Cut-off Date	Mortgage	Remaining	U/W NCF	U/W NOI	Cut-off Date	Maturity Date
Original Amortization Term (mos.)	Mtg. Loans	Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
Interest Only	15	$338,440,000	49.2%	4.1507%	119	2.66x	11.1%	55.7%	55.7%
300	4	$50,634,334	7.4%	5.0246%	120	1.76x	13.3%	64.0%	48.1%
360	20	$272,255,093	39.6%	4.6620%	120	2.57x	16.1%	56.5%	48.3%
420	1	$6,085,727	0.9%	3.9200%	118	4.90x	26.4%	20.2%	17.1%
480	2	$20,785,540	3.0%	4.1688%	119	5.83x	30.4%	7.4%	6.6%
Total:	42	$688,200,694	100.0%	4.4158%	119	2.67x	14.0%	54.8%	50.4%
Minimum: 300 mos.
Maximum: 480 mos.
Weighted Average: 359 mos.
Remaining Amortization Terms
			Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
		Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of	Cut-off Date	Cut-off Date	Mortgage	Remaining	U/W NCF	U/W NOI	Cut-off Date	Maturity Date
Remaining Amortization Term (mos.)	Mtg. Loans	Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
Interest Only	15	$338,440,000	49.2%	4.1507%	119	2.66x	11.1%	55.7%	55.7%
298 - 300	4	$50,634,334	7.4%	5.0246%	120	1.76x	13.3%	64.0%	48.1%
358 - 360	20	$272,255,093	39.6%	4.6620%	120	2.57x	16.1%	56.5%	48.3%
418	1	$6,085,727	0.9%	3.9200%	118	4.90x	26.4%	20.2%	17.1%
479	2	$20,785,540	3.0%	4.1688%	119	5.83x	30.4%	7.4%	6.6%
Total:	42	$688,200,694	100.0%	4.4158%	119	2.67x	14.0%	54.8%	50.4%
Minimum: 298 mos.
Maximum: 479 mos.
Weighted Average: 359 mos.
Debt Service Coverage Ratios
			Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
		Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of	Cut-off Date	Cut-off Date	Mortgage	Remaining	U/W NCF	U/W NOI	Cut-off Date	Maturity Date
Debt Service Coverage Ratio (x)	Mtg. Loans	Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
1.23 - 1.40	7	$66,708,266	9.7%	4.9553%	120	1.29x	8.8%	69.6%	57.6%
1.41 - 1.60	4	$67,698,750	9.8%	4.7926%	120	1.47x	10.0%	68.0%	59.5%
1.61 - 1.80	6	$116,054,148	16.9%	4.8518%	120	1.72x	12.2%	64.0%	53.8%
1.81 - 2.00	2	$93,000,000	13.5%	4.6116%	119	1.96x	9.5%	59.1%	59.1%
2.01 - 2.20	2	$116,000,000	16.9%	4.1637%	119	2.15x	9.3%	66.8%	66.8%
2.21 - 56.99	21	$228,739,530	33.2%	3.9739%	119	4.47x	21.8%	34.1%	32.0%
Total:	42	$688,200,694	100.0%	4.4158%	119	2.67x	14.0%	54.8%	50.4%
Minimum: 1.23x
Maximum: 56.99x
Weighted Average: 2.67x

A-2-5 

BANK 2018-BNK11
Annex A-2: Mortgage Pool Information

Cut-off Date Loan-to-Value Ratios
			Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
		Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of	Cut-off Date	Cut-off Date	Mortgage	Remaining	U/W NCF	U/W NOI	Cut-off Date	Maturity Date
Cut-off Date Loan-to-Value Ratio (%)	Mtg. Loans	Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
1.0 - 50.0	18	$219,599,530	31.9%	3.9485%	118	4.50x	22.0%	33.0%	30.7%
50.1 - 55.0	3	$11,090,000	1.6%	4.6697%	120	3.14x	15.8%	53.4%	53.4%
55.1 - 60.0	3	$78,550,000	11.4%	4.5905%	119	1.96x	9.3%	58.3%	58.3%
60.1 - 65.0	6	$142,678,758	20.7%	4.5937%	119	1.85x	10.3%	62.1%	58.6%
65.1 - 74.9	12	$236,282,406	34.3%	4.6726%	120	1.68x	10.2%	69.7%	60.9%
Total:	42	$688,200,694	100.0%	4.4158%	119	2.67x	14.0%	54.8%	50.4%
Minimum: 1.0%
Maximum: 74.9%
Weighted Average: 54.8%
Maturity Date Loan-to-Value Ratios
			Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
		Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of	Cut-off Date	Cut-off Date	Mortgage	Remaining	U/W NCF	U/W NOI	Cut-off Date	Maturity Date
Maturity Date Loan-to-Value Ratio (%)	Mtg. Loans	Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
0.8 - 40.0	16	$150,599,530	21.9%	4.1718%	119	4.96x	26.4%	27.9%	24.6%
40.1 - 50.0	4	$115,894,050	16.8%	4.0940%	118	2.77x	12.6%	52.6%	46.1%
50.1 - 55.0	7	$44,762,457	6.5%	4.8754%	119	1.93x	11.8%	61.5%	53.0%
55.1 - 60.0	8	$182,405,907	26.5%	4.7055%	119	1.71x	10.0%	62.7%	57.8%
60.1 - 65.0	5	$130,162,500	18.9%	4.6147%	119	1.80x	9.7%	66.4%	62.4%
65.1 - 71.5	2	$64,376,250	9.4%	4.0231%	119	2.15x	8.8%	71.6%	71.4%
Total:	42	$688,200,694	100.0%	4.4158%	119	2.67x	14.0%	54.8%	50.4%
Minimum: 0.8%
Maximum: 71.5%
Weighted Average: 50.4%

A-2-6 

BANK 2018-BNK11
Annex A-2: Mortgage Pool Information

Amortization Type
			Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
		Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of	Cut-off Date	Cut-off Date	Mortgage	Remaining	U/W NCF	U/W NOI	Cut-off Date	Maturity Date
Amortization Type	Mtg. Loans	Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
Amortizing Balloon	21	$234,061,944	34.0%	4.6628%	119	3.28x	20.0%	47.7%	38.3%
Interest Only	13	$212,440,000	30.9%	4.4326%	119	2.53x	11.5%	54.4%	54.4%
Interest Only ARD	2	$126,000,000	18.3%	3.6755%	118	2.86x	10.5%	57.8%	57.8%
Partial Interest Only	6	$115,698,750	16.8%	4.6915%	120	1.51x	10.2%	66.9%	59.4%
Total:	42	$688,200,694	100.0%	4.4158%	119	2.67x	14.0%	54.8%	50.4%
Underwritten NOI Debt Yield
			Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
		Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of	Cut-off Date	Cut-off Date	Mortgage	Remaining	U/W NCF	U/W NOI	Cut-off Date	Maturity Date
Underwritten NOI Debt Yield (%)	Mtg. Loans	Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
8.3 - 9.0	5	$114,325,000	16.6%	4.3953%	119	1.77x	8.7%	71.2%	66.1%
9.1 - 10.0	7	$176,572,596	25.7%	4.5836%	119	1.85x	9.5%	62.0%	59.2%
10.1 - 11.0	5	$67,359,420	9.8%	4.8634%	120	1.72x	10.2%	63.5%	59.2%
11.1 - 12.0	5	$84,029,475	12.2%	4.3458%	120	2.12x	11.4%	54.7%	50.0%
12.1 - 13.0	1	$63,000,000	9.2%	3.3650%	117	3.55x	12.2%	44.0%	44.0%
13.1 - 14.0	4	$59,314,673	8.6%	4.9710%	120	1.91x	13.6%	63.2%	49.9%
14.1 - 16.0	1	$66,593,280	9.7%	4.3985%	119	2.55x	15.3%	36.1%	29.7%
16.1 - 321.1	14	$57,006,249	8.3%	4.1150%	119	8.93x	47.5%	14.8%	13.6%
Total:	42	$688,200,694	100.0%	4.4158%	119	2.67x	14.0%	54.8%	50.4%
Minimum: 8.3%
Maximum: 321.1%
Weighted Average: 14.0%

A-2-7 

[THIS PAGE INTENTIONALLY LEFT BLANK]

ANNEX A-3

SUMMARIES OF THE FIFTEEN LARGEST MORTGAGE LOANS OR GROUPS OF CROSS-COLLATERALIZED MORTGAGE LOANS

A-3-1

BANK 2018-BNK11 Twelve Oaks Mall

Mortgage Loan No. 1 – Twelve Oaks Mall

A-3-2

BANK 2018-BNK11 Twelve Oaks Mall

Mortgage Loan No. 1 – Twelve Oaks Mall

A-3-3

BANK 2018-BNK11 Twelve Oaks Mall

Mortgage Loan No. 1 – Twelve Oaks Mall

A-3-4

BANK 2018-BNK11 Twelve Oaks Mall

Mortgage Loan No. 1 – Twelve Oaks Mall

A-3-5

BANK 2018-BNK11 Twelve Oaks Mall

Mortgage Loan No. 1 – Twelve Oaks Mall

Mortgage Loan Information				Property Information
Mortgage Loan Seller:	WFB			Single Asset/Portfolio:	Single Asset
Original Balance(1):	$66,666,666			Location:	Novi, MI 48377
Cut-off Date Balance(1):	$66,593,280			General Property Type:	Retail
% of Initial Pool Balance:	9.7%			Detailed Property Type:	Super Regional Mall
Loan Purpose:	Refinance			Title Vesting:	Fee
Sponsor:	The Taubman Realty Group Limited Partnership			Year Built/Renovated:	1977/2007
				Size(5):	716,771 SF
Mortgage Rate:	4.3985%			Cut-off Date Balance per SF(1):	$279
Note Date:	2/28/2018			Maturity Date Balance per SF(1):	$229
First Payment Date:	4/6/2018			Property Manager:	The Taubman Company LLC, (borrower-related)
Maturity Date:	3/6/2028
Original Term to Maturity:	120 months
Original Amortization Term:	360 months			Underwriting and Financial Information
IO Period:	0 months			UW NOI:	$30,594,826
Seasoning:	1 month			UW NOI Debt Yield(1):	15.3%
Prepayment Provisions(2):	LO (25); DEF (91); O (4)			UW NOI Debt Yield at Maturity(1):	18.6%
Lockbox/Cash Mgmt Status:	Hard/Springing			UW NCF DSCR(1):	2.55x
Additional Debt Type(3):	Pari Passu/B Note			Most Recent NOI:	$34,136,114 (11/30/2017 TTM)
Additional Debt Balance(3):	$133,186,563/$99,889,922			2nd Most Recent NOI:	$36,269,109 (12/31/2016)
Future Debt Permitted (Type):	No (N/A)			3rd Most Recent NOI:	$35,697,165 (12/31/2015)
Reserves(4)				Most Recent Occupancy(6)(7):	91.9% (2/1/2018)
Type	Initial	Monthly	Cap	2nd Most Recent Occupancy(7):	92.9% (11/30/2017)
RE Tax:	$0	Springing	N/A	3rd Most Recent Occupancy(7):	94.6% (12/31/2016)
Insurance:	$0	Springing	N/A	Appraised Value (as of):	$552,900,000 (12/14/2017)
Replacement Reserves:	$0	Springing	$274,500	Cut-off Date LTV Ratio(1):	36.1%
TI/LC:	$0	Springing	$1,647,000	Maturity Date LTV Ratio(1):	29.7%
Tenant Specific TI/LC Reserve:	$4,627,403	$0	N/A

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount(1):	$200,000,000	66.7%	Loan Payoff:	(8)	(8)
Subordinate Companion Loan Amount:	$100,000,000	33.3%	Principal Equity Distribution:	(8)	(8)
			Reserves:	$4,627,403	1.5%
			Closing Costs:	$853,367	0.3%
Total Sources:	$300,000,000	100.0%	Total Uses:	$300,000,000	100.0%

(1) The Twelve Oaks Mall Mortgage Loan (as defined below) is part of the Twelve Oaks Mall Whole Loan (as defined below), which is comprised of fourpari passusenior notes and three subordinate notes with an aggregate original principal balance of $300,000,000. The Twelve Oaks Mallpari passu senior notes have a combined original principal balance of $200,000,000 and the subordinate notes have a combined original principal balance of $100,000,000. The Cut-off Date Balance per SF, Maturity Date Balance per SF, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio numbers presented above are based on the senior notes totaling $200,000,000 without regard to the subordinate notes. The Cut-off Date Balance per SF, Maturity Date Balance per SF, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio based on the aggregate note balance of the Twelve Oaks Mall Whole Loan (including the subordinate notes) are $418, $343, 10.2%, 12.4%, 1.58x, 54.2%, and 44.5%, respectively.

(2) Defeasance of the Twelve Oaks Mall Whole Loan is permitted at any time after the earlier of (i) February 28, 2021 and (ii) two years from the closing date of the securitization that includes the last pari passu note of the Twelve Oaks Mall Whole Loan to be securitized. The assumed lockout period of 25 payments is based on the closing date of this transaction in April 2018.

(3) See “—The Mortgage Loan” and “--Additional Secured Indebtedness (not including trade payables)” below for a discussion of the additional debt.

(4) See “—Escrows and Reserves” below for further discussion of reserve requirements.

(5) The size shown represents the space that serves as collateral for the Twelve Oaks Mall Whole Loan. Including non-collateral space, the total square footage is 1,519,224 SF.

(6) Most Recent Occupancy includes two tenants that are currently in occupancy and paying rent, have executed leases to relocate to new spaces, but are not yet in occupancy or paying rent on such new spaces (and as to which occupancy is based on the new spaces): H&M currently occupies a 9,171 SF space (1.3% of NRA), has executed a lease to relocate to a 24,440 SF space (3.4% of NRA) and is anticipated to take occupancy and begin paying rent on the new space in November 2018; and lululemon athletica currently occupies a 3,467 SF space (0.5% of NRA), has executed a lease to relocate to a 5,392 SF space (0.8% of NRA) and is anticipated to take occupancy and begin paying rent on the new space in June 2018. In addition, Most Recent Occupancy includes Pinkberry (718 SF, 0.1% of NRA), which has executed a new lease, is not yet in occupancy or paying rent and is expected to take occupancy and begin paying rent in March 2018. In addition, Most Recent Occupancy includes Bachrach (4,494 SF, 0.6% of NRA) that has filed for bankruptcy but is currently in-place. In addition, Most Recent Occupancy includes seven tenants totaling 14,673 SF (2.0% of NRA) that are currently in occupancy at the Twelve Oaks Mall Property and have lease renewals out for signature that have not been executed. These seven tenants include Sephora (5,700 SF, 0.8% of NRA), J Jill (4,075, 0.6% of NRA), Journeys (2,191 SF, 0.3% of NRA), Journeys Kidz (1,108 SF, 0.2% of NRA), GNC Live Well (954 SF, 0.1% of NRA), SGH Sunglass Hut (581 SF, 0.1% of NRA) and 3D Innovations (64 SF, 0.0% of NRA). We cannot assure you that these tenants will take occupancy, execute the renewals, begin paying rent or continue paying rent as anticipated or at all.

(7) The occupancy rates shown represent the portion of the Twelve Oaks Mall (as defined below) that serves as collateral for the Twelve Oaks Mall Whole Loan. Including the non-collateral anchor stores (see “Tenant Summary” below), Most Recent Occupancy was 96.2% as of February 1, 2018; 2^nd Most Recent Occupancy was 96.7% as of November 30, 2017; and 3^rd Most Recent Occupancy was 97.5% as of December 31, 2016.

(8) Prior to loan origination, the Twelve Oaks Mall Property did not secure a mortgage loan but was included in a pool of assets supporting corporate borrowing by The Taubman Realty Group Limited Partnership. The proceeds of the Twelve Oaks Mall Whole Loan were used to repay a portion of the outstanding corporate loan, fund reserves and pay origination costs. As of February 28, 2018, the Twelve Oaks Mall Property was no longer included in the pool of assets supporting the aforementioned corporate loan.

A-3-6

BANK 2018-BNK11 Twelve Oaks Mall

The Mortgage Loan. The largest mortgage loan (the “Twelve Oaks Mall Mortgage Loan”) is part of a whole loan (the “Twelve Oaks Mall Whole Loan”) consisting of four senior pari passu promissory notes (Promissory Note A-1, Promissory Note A-2, Promissory Note A-3-1 and Promissory Note A-3-2) with an original principal balance of $200,000,000 (the “Twelve Oaks Mall Senior Loan”) and three promissory notes that are subordinate to the senior pari passu notes and pari passu with each other (Promissory Note B-1, Promissory Note B-2 and Promissory Note B-3) with an original principal balance of $100,000,000 (the “Twelve Oaks Mall Subordinate Loan”). The Twelve Oaks Mall Whole Loan had an aggregate original principal balance of $300,000,000 and is secured by a first mortgage encumbering the fee interest in a super regional mall located in Novi, Michigan (the “Twelve Oaks Mall Property”). The Twelve Oaks Mall Whole Loan was co-originated on February 28, 2018 by Goldman Sachs Mortgage Company, JP Morgan Chase Bank, National Association, and Wells Fargo Bank, National Association. The Twelve Oaks Mall Senior Loan has an interest rate of 4.3985% per annum and the Twelve Oaks Mall Subordinate Loan has an interest rate of 5.7500% per annum, resulting in a weighted average interest rate of 4.8490% per annum on the Twelve Oaks Mall Whole Loan.

The non-controlling Promissory Note A-2, which represents the Twelve Oaks Mall Mortgage Loan, will be contributed to the BANK 2018-BNK11 securitization trust, and has an original principal balance of $66,666,666. The non-controlling Note A-1 has an original principal balance of $66,666,668 and was contributed to the GSMS 2018-GS9 securitization trust. The non-controlling Note A-3-1 has an original principal balance of $50,000,000 and was contributed to the Benchmark 2018-B3 securitization trust. The non-controlling Note-A-3-2 has an original principal balance of $16,666,666, is currently held by JP Morgan Chase Bank, National Association and is expected to be contributed to one or more future securitization trusts. The mortgage loans evidenced by Promissory Notes A-1, A-3-1 and A-3-2 are collectively referred to herein as the “Twelve Oaks Mall Non-Serviced Pari Passu Companion Loans”. The Twelve Oaks Mall Whole Loan is serviced pursuant to the pooling and servicing agreement for the GSMS 2018-GS9 securitization trust. See “Description of the Mortgage Pool—The Whole Loans— The Twelve Oaks-MI Pari Passu-A/B Whole Loan” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the Prospectus.

The proceeds of the Twelve Oaks Mall Whole Loan were used to partially prepay an existing corporate borrowing, fund reserves and pay origination costs.

Twelve Oaks Mall Whole Loan Summary
Note	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
Twelve Oaks Mall Senior Loan Summary
A-1	$66,666,668	$66,593,282	GSMS 2018-GS9	No
A-2	$66,666,666	$66,593,280	BANK 2018-BNK11	No
A-3-1	$50,000,000	$49,944,961	Benchmark 2018-B3	No
A-3-2	$16,666,666	$16,648,320	JPMCB	No
Total Twelve Oaks Senior Loan	$200,000,000	$199,779,843
Twelve Oaks Mall Subordinate Loan Summary
B-1	$33,333,333	$33,296,640	Teachers Insurance and Annuity Association of America	Yes
B-2	$33,333,334	$33,296,641	Teachers Insurance and Annuity Association of America	Yes
B-3	$33,333,333	$33,296,640	Teachers Insurance and Annuity Association of America	Yes
Total Twelve Oaks Subordinate Loan	$100,000,000	$99,889,922
Total	$300,000,000	$299,669,765

A-3-7

BANK 2018-BNK11 Twelve Oaks Mall

The following table presents certain information relating to the Twelve Oaks Mall Whole Loan:

(1) Based on the appraised value of $552,900,000 as of December 14, 2017.

(2) Based on the UW NOI of $30,594,826 and the UW NCF of $30,011,109.

The Borrower and the Sponsor. The borrower is TVO Mall Owner LLC, a Delaware limited liability company and single purpose entity with two independent directors (the “Twelve Oaks Mall Borrower”). Legal counsel to the Twelve Oaks Mall Borrower delivered a non-consolidation opinion in connection with the origination of the Twelve Oaks Mall Whole Loan. The non-recourse carveout guarantor under the Twelve Oaks Mall Whole Loan is The Taubman Realty Group Limited Partnership, an indirect owner of the Twelve Oaks Mall Borrower.

Taubman Centers, Inc. (NYSE: TCO “Taubman”) is a Michigan corporation (incorporated in 1973) that operates as a self-administered and self-managed real estate investment trust. The Taubman Realty Group Limited Partnership (“TRG”) is a majority-owned partnership subsidiary of Taubman that owns direct or indirect interests in all of Taubman’s real estate properties. Taubman owns, leases, acquires, disposes of, develops, expands, and manages shopping centers and interests in shopping centers. As of March 2018, Taubman owned, managed and/or leased 27 regional, super-regional and outlet shopping centers in the United States and Asia.

The Property.The Twelve Oaks Mall Property comprises 716,771 SF of a 1,519,224 SF super regional mall located in Novi, Michigan (the “Twelve Oaks Mall”). The Twelve Oaks Mall Property was constructed in 1977 and renovated in 2007. The Twelve Oaks Mall is anchored by Nordstrom (pursuant to a ground lease), Macy’s, JCPenney, Sears and Lord & Taylor (of the five anchors, only Nordstrom serves as collateral for the Twelve Oaks Mall Whole Loan). Additional tenants at the Twelve Oaks Mall Property include Apple, Tumi, H&M, Soma, Banana Republic, lululemon athletica, Club Monaco, Hollister, Gap and Michael Kors. TRG has been the indirect owner of the Twelve Oaks Mall Property since it was constructed in 1977. The Twelve Oaks Mall Property underwent an expansion and renovation of approximately 322,000 SF in 2007 at a reported cost of approximately $63 million that included adding Nordstrom as a fifth anchor.

As of February 1, 2018, the Twelve Oaks Mall Property was 91.9% occupied by 163 tenants, excluding the four non-collateral anchor stores; and including non-collateral anchors, the overall Twelve Oaks Mall was 96.2% occupied. As of December 31, 2017, the comparable sales and occupancy cost for inline tenants (less than 10,000 SF (excluding Apple)) were approximately $534 per SF and 16.3%, respectively, while including Apple, the comparable sales and occupancy cost for inline tenants (less than 10,000 SF) were approximately $654 per SF and 13.4%, respectively.

The following table presents a summary of historical comparable in-line sales and occupancy costs:

	Comparable In-line Tenant Sales PSF(1)		Comparable In-line Tenant Occupancy Cost(1)
Year	w/ Apple	w/o Apple	w/ Apple	w/o Apple
2014	$492	$492	18.2%	18.2%
2015	$594	$504	14.6%	17.2%
2016	$608	$508	14.0%	16.8%
2017	$654	$534	13.4%	16.3%

(1) Comparable In-line Tenant Sales PSF and Comparable In-line Tenant Occupancy Cost reflect comparable in-line tenants that are less than 10,000 SF with at least 12 months of sales data. Sales PSF are as of December 31 unless otherwise indicated and excludes temporary tenants.

A-3-8

BANK 2018-BNK11 Twelve Oaks Mall

The following table presents certain information relating to the anchors and junior anchors. Certain tenants may have co-tenancy provisions permitting the early termination of their leases based on sales performance and/or occupancy at the Twelve Oaks Mall Property:

Tenant Summary
Tenant Name	Credit Rating (Fitch/Moody’s/S&P)(1)	Tenant GLA	% of Total GLA	Total Rent(2)	Total Rent $ PSF(2)	Sales (12/31/2017TTM)		Occ. Cost %(3)	Lease Expiration
						$	PSF
Anchors
Macy's (non-collateral)	BBB/Baa3/BBB-	300,212	19.8%	$315,223	$1.05	N/A	N/A	N/A	N/A
Sears, Roebuck & Company (non-collateral)	C/Ca/CC	228,429	15.0%	$6,000	$0.03	N/A	N/A	N/A	N/A
J.C. Penney (non-collateral)	B+/B1/B+	148,812	9.8%	$170,294	$1.14	N/A	N/A	N/A	N/A
Lord & Taylor (non-collateral)	NR/B3/B	125,000	8.2%	$127,680	$1.02	N/A	N/A	N/A	N/A
Nordstrom (Ground Lease)(4)	BBB+/Baa1/BBB+	167,000	11.0%	$20,000	$0.12	N/A	N/A	N/A	2/28/2023(5)
Total Anchors		969,453	63.8%
Junior Anchors
H&M(6)	NR/NR/NR	24,440	1.6%	$725,000	$29.66	$2,565,364	$280	18.6%	1/31/2029(7)
Forever 21	NR/NR/NR	22,996	1.5%	$1,476,160	$64.19	$5,015,144	$218	29.4%	1/31/2025
Victoria’s Secret	NR/NR/NR	14,798	1.0%	$1,221,544	$82.55	$9,675,861	$654	12.6%	1/31/2025
Pottery Barn	NR/NR/NR	10,299	0.7%	$206,816	$20.08	$3,752,693	$364	5.5%	1/31/2020
Total Junior Anchors		72,533	4.8%
Occupied In-line(8)		418,045	27.5%	$30,486,407	$72.93
Occupied Kiosk		747	0.0%	$223,433	$299.11
Occupied Other		50	0.0%	$43,200	$864.00
Vacant		58,396	3.8%	$0	$0.00
Total Property Collateral SF		716,771	47.2%
Total SF		1,519,224	100.0%

(1) Certain ratings are those of the parent company whether or not the parent company guarantees the lease.

(2) Total Rent and Total Rent $ PSF represent the annual underwritten base rent plus underwritten operating expense reimbursements.

(3) Occupancy cost shown is based on annual underwritten base rent plus operating expense reimbursements divided by 2017 sales.

(4) Nordstrom’s lease is a ground lease with a base rental rate of $1.00 per year. Nordstrom prepaid its ground rent for its entire lease term.

(5) Nordstrom has eight, 10-year extension options with 12-months’ notice at a base rental rate equal to $1.00 per year.

(6) H&M (24,440 SF) has executed a lease to relocate to a new space at the Twelve Oaks Mall Property and is anticipated to take occupancy and begin paying rent for the new space in November 2018. Tenant Sales $ PSF and Occupancy Cost is based on the tenant’s current space (9,171 SF). All other information above is based on the new lease. H&M has the right to terminate its lease if the borrower does not deliver the new suite by March 2019. In addition, H&M has the right to terminate its lease effective as of the last day of the fifth lease year (ending December 2023) if gross sales during the fourth lease year do not exceed $6,500,000.

(7) H&M has five, two-year extension options with 270-days notice.

(8) Occupied In-Line Total Rent includes one tenant Bachrach (4,494 SF), which has filed for bankruptcy and is currently in occupancy. There can be no assurance that Bachrach will remain open or pay rent going forward.

A-3-9

BANK 2018-BNK11 Twelve Oaks Mall

The following table presents certain information relating to the major tenants (of which, certain tenants may have co-tenancy provisions) at the Twelve Oaks Mall Property based on underwritten base rent:

Ten Largest Tenants Based on Underwritten Base Rent
Tenant Name	Credit Rating (Fitch/Moody’s/S&P)(1)	Tenant GLA	% of Owned GLA	UW Base Rent	% of Total UW Base Rent	UW Base Rent $ per SF	Tenant Sales $ per SF	Occupancy Cost(2)	Lease Expiration	Renewal / Extension Options
Forever 21	NR / NR / NR	22,996	3.2%	$1,476,160	6.3%	$64.19	$218	29.4%	1/31/2025	N/A
Victoria’s Secret	NR / NR / NR	14,798	2.1%	$887,880	3.8%	$60.00	$654	12.6%	1/31/2025	N/A
H&M(3)	NR / NR / NR	24,440	3.4%	$725,000	3.1%	$29.66	$280	18.6%	1/31/2029	5, 2-year options
Apple	NR / Aa1 / AA+	7,018	1.0%	$501,575	2.1%	$71.47	$6,692	1.6%	1/31/2024	1, 5-year option
Express	NR / NR / NR	8,000	1.1%	$480,000	2.0%	$60.00	$408	14.7%	1/31/2021	N/A
American Eagle	NR / NR / NR	5,796	0.8%	$465,975	2.0%	$80.40	$703	16.5%	1/31/2021	N/A
Sephora(4)	NR / NR / A+	5,700	0.8%	$458,328	2.0%	$80.41	$1,155	10.0%	1/31/2028	N/A
Hollister Co	NR / NR / BB-	6,018	0.8%	$451,350	1.9%	$75.00	$408	23.7%	4/30/2022	N/A
Abercrombie Fitch	NR / NR / BB-	9,817	1.4%	$441,765	1.9%	$45.00	$199	33.6%	1/31/2021	N/A
lululemon athletica(5)	NR / NR / NR	5,392	0.8%	$412,488	1.8%	$76.50	$2,673	3.1%	1/31/2024	1, 5-year option
Ten Largest Owned Tenants		109,975	15.3%	$6,300,522	26.8%	$57.29
Remaining Owned Tenants		548,400	76.5%	$17,177,403	73.2%	$31.32
Vacant Spaces (Owned Space)		58,396	8.1%	$0	0.0%	$0.00
Totals / Wtd. Avg. All Owned Tenants		716,771	100.0%	$23,477,925	100.0%	$35.66

(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(2) Occupancy cost shown is based on annual underwritten base rent plus operating expense reimbursements divided by 2017 sales.

(3) H&M has executed a lease to relocate to a new suite (24,440 SF) at the Twelve Oaks Mall Property and is anticipated to take occupancy and begin paying rent for the new suite in November 2018. Tenant Sales $ per SF and Occupancy Cost are based on the SF and total rent for the old suite of 9,171 SF. All other information above is based on the new lease. H&M has the right to terminate its lease if the borrower does not deliver the new suite by March 2019. In addition, H&M has the right to terminate its lease effective as of the last day of the fifth lease year (ending December 2023) if gross sales during the fourth lease year do not exceed $6,500,000.

(4) Sephora is currently in occupancy and has a lease renewal out for signature that has not been executed. There can be no assurance that any such renewal lease will be executed.

(5) lululemon athletica has executed a lease to relocate to a new suite (5,392 SF) at the Twelve Oaks Mall Property and is anticipated to take occupancy and begin paying rent for the new suite in June 2018. Tenant Sales $ per SF and Occupancy Cost based on the SF and total rent for the old suite of 3,467 SF. All other information above is based on the new lease.

The following table presents certain information relating to the lease rollover schedule at the Twelve Oaks Mall Property:

Lease Rollover Schedule(1)(2)(3)
Year	# of Leases Rolling	SF Rolling	% of Total SF Rolling	Cumulative % of Total SF Rolling	Total UW Rent Rolling	UW Rent PSF Rolling	% of Total Rent Rolling	Cumulative % of Total Rent Rolling
MTM	2	645	0.1%	0.1%	$132,500	$205.43	0.6%	0.6%
2018	16	48,525	6.8%	6.9%	$120,932	$2.49	0.5%	1.1%
2019	20	45,952	6.4%	13.3%	$1,421,451	$30.93	6.1%	7.1%
2020	28	68,621	9.6%	22.8%	$2,995,226	$43.65	12.8%	19.9%
2021	21	68,686	9.6%	32.4%	$3,185,639	$46.38	13.6%	33.5%
2022(4)	19	48,335	6.7%	39.2%	$3,048,766	$63.08	13.0%	46.4%
2023	13	200,012	27.9%	67.1%	$2,099,433	$10.50	8.9%	55.4%
2024(5)	9	37,022	5.2%	72.2%	$2,193,775	$59.26	9.3%	64.7%
2025	12	67,267	9.4%	81.6%	$4,260,592	$63.34	18.1%	82.9%
2026	7	10,866	1.5%	83.1%	$754,087	$69.40	3.2%	86.1%
2027	10	20,500	2.9%	86.0%	$1,363,232	$66.50	5.8%	91.9%
2028(6)	4	9,079	1.3%	87.3%	$798,168	$87.91	3.4%	95.3%
2029 & Beyond(7)	2	32,865	4.6%	91.9%	$1,104,125	$33.60	4.7%	100.0%
Vacant	0	58,396	8.1%	100.0%	$0	$0.00	0.0%	100.0%
Total / Wtd. Avg.(8)	163	716,771	100.0%		$23,477,925	$35.66	100.0%

(1) Based on the underwritten rent roll. Calculated based on approximate square footage occupied by each Owned Tenant.

(2) Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the lease rollover schedule.

(3) Seven tenants totaling 14,673 SF (2.0% of NRA) are currently in occupancy at the Twelve Oaks Mall Property and have lease renewals out for signature that have not been executed. The lease expiration dates reflected in in the Lease Rollover Schedule assume that these lease renewals have been executed. There can be no assurance that these lease renewals will be executed. These seven tenants include Sephora (5,700 SF, 0.8% of NRA), J Jill (4,075, 0.6% of NRA), Journeys (2,191 SF, 0.3% of NRA), Journeys Kidz (1,108 SF, 0.2% of NRA), GNC Live Well (954 SF, 0.1% of NRA), SGH Sunglass Hut (581 SF, 0.1% of NRA) and 3D Innovations (64 SF, 0.0% of NRA).

(4) Includes one tenant Bachrach (4,494 SF, 0.6% of NRA), which has filed for bankruptcy and is currently in occupancy. There can be no assurance that Bachrach will remain open.

(5) lululemon athletica currently occupies a 3,467 SF space (0.5% of NRA), has executed a lease to relocate to a 5,392 SF space (0.8% of NRA) and is expected to take occupancy and begin paying rent on its new space in June 2018. The information shown above reflects the tenant’s new lease and space.

(6) Pinkberry (718 SF, 0.1% of NRA) has executed a lease but is not yet in occupancy or paying rent. The tenant is expected to take occupancy and begin paying rent in March 2018.

(7) H&M currently occupies a 9,171 SF space (1.3% of NRA), has executed a lease to relocate to a 24,440 SF space (3.4% of NRA) and is expected to take occupancy and begin paying rent on its new space in November 2018. The information shown above reflects the tenant’s new lease and space.

(8) Weighted Average UW Rent PSF Rolling excludes vacant space.

A-3-10

BANK 2018-BNK11 Twelve Oaks Mall

The Market. According to the appraisal, the Twelve Oaks Mall Property is a super regional mall located in the Detroit-Warren-Livonia and Ann Arbor metropolitan statistical area. The Twelve Oaks Mall Property is located at the intersection of Twelve Mile Road and Novi Road and is less than one mile from Interstate 96 and approximately 25 miles northwest of the Detroit central business district. As of the fourth quarter of 2017, the total estimated population within a three- and five-mile radius of the Twelve Oaks Mall Property is 54,918 and 155,524 respectively. The average household income within a three- and five-mile radius of the Twelve Oaks Mall Property is approximately $116,114 and $115,649, respectively. Fortune 500 companies located in the Southeast Michigan region include Ally, Autoliv, BorgWarner, DTE Energy, Ford Motor Company, General Motors and Kelly Services, and over 350,000 daytime employees are within 10 miles of the Twelve Oaks Mall Property. In addition, Michigan State University, Eastern Michigan University and the University of Michigan are all within a 45-minute drive of the Twelve Oaks Mall Property, and have a combined student population of approximately 116,000.

According to the appraisal, the Twelve Oaks Mall Property is located within the South Oakland submarket of the Detroit Retail market. As of the fourth quarter of 2017, the Detroit Retail market reported a total inventory of approximately 34.4 million SF with a 10.9% vacancy rate. For the same period, the South Oakland Submarket reported a total inventory of approximately 7.2 million SF with a 6.7% vacancy rate. The South Oakland submarket exhibited the lowest vacancy of the five submarkets within the Detroit Retail market. The appraiser identified a competitive set comprising five super regional malls located within 35 miles of the Twelve Oaks Mall Property, which exhibited an average occupancy rate of approximately 92.2%. The appraiser concluded to a market rent for the in-line space at the Twelve Oaks Mall Property of $49.98 per square foot.

The following table presents certain information relating to the primary competition for the Twelve Oaks Mall Property:

Competitive Property Summary
Property Name	Center Type	Proximity	Total GLA	Year Built	Year Renovated	Anchor Tenants	Occupancy	In-line Sales PSF(1)
Twelve Oaks Mall	Super Regional	N/A	1,519,224(2)	1977	2007	Macy’s, Sears, JCPenney, Lord & Taylor and Nordstrom	96.2%(2)	$654
The Somerset Collection	Super  Regional	20 miles	1,790,000	1968	1992	Macy’s, Neiman Marcus, Nordstrom and Saks Fifth Avenue	98.0%	$820
Westland Shopping Center	Super  Regional	16 miles	1,055,000	1965	2000/2004	JCPenney, Kohl’s, Sears and Macy’s (vacant)	90.0%	$400
Fairlane Town Center	Super  Regional	25 miles	1,850,000	1976	2016	JCPenney, Macy’s, Sears and AMC Theatres	88.0%	$425
Southland Center	Super  Regional	30 miles	925,000	1970	2000	JCPenney, Macy’s and Cinemark Theatres	90.0%	$400
Briarwood Mall	Super  Regional	35 miles	1,040,000	1973	2013	JCPenney, Macy’s, Sears and Von Maur	95.0%	$550

Source: Appraisal 

(1) Represents sales for comparable in-line tenants for most recent period from appraisal, or for the Twelve Oaks Mall Property, reported by the tenants to the Twelve Oaks Mall Borrower and not independently verified.

(2) The Total GLA and Occupancy shown represent both collateral and non-collateral portions of the Twelve Oaks Mall. The collateral for the Twelve Oaks Mall Whole Loan comprises 716,771 SF and was 91.9% occupied as of February 1, 2018.

A-3-11

BANK 2018-BNK11 Twelve Oaks Mall

Operating History and Underwritten Net Cash Flow.The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the Twelve Oaks Mall Property:

Cash Flow Analysis
	2015	2016	11/30/2017 TTM	UW(1)(2)(3)	UW PSF
Base Rent	$25,272,604	$25,599,940	$24,380,484	$23,477,925	$32.76
Overage / Percentage Rent	$1,008,401	$770,060	$785,905	$519,807	$0.73
Kiosks / Temporary / Specialty	$2,999,058	$3,135,407	$2,628,241	$2,628,241	$3.67
Total Recoveries	$17,492,057	$17,512,986	$16,920,527	$16,245,303	$22.66
Mark to Market Rental Adjustment	$0	$0	$0	($1,947,875)	($2.72)
Market Revenue from Vacant Units	$0	$0	$0	$4,724,224	$6.59
Other Income	$2,173,439	$2,451,682	$2,380,662	$1,975,791	$2.76
Less Vacancy & Credit Loss	$0	$0	$0	($4,724,224)(4)	($6.59)
Effective Gross Income	$48,945,558	$49,470,075	$47,095,819	$42,899,192	$59.85
Total Operating Expenses	$13,248,393	$13,200,966	$12,959,706	$12,304,366	$17.17
Net Operating Income	$35,697,165	$36,269,109	$34,136,114	$30,594,826	$42.68
Replacement Reserves	$0	$0	$0	$137,443	$0.19
Tenant Improvements	$0	$0	$0	$223,137	$0.31
Leasing Commissions	$0	$0	$0	$223,137	$0.31
Net Cash Flow	$35,697,165	$36,269,109	$34,136,114	$30,011,109	$41.87
Occupancy%(5)	94.6%	94.6%	92.9%	90.1%(4)
NOI DSCR(6)	3.04x	3.09x	2.90x	2.60x
NCF DSCR(6)	3.04x	3.09x	2.90x	2.55x
NOI Debt Yield(6)	17.9%	18.2%	17.1%	15.3%
NCF Debt Yield(6)	17.9%	18.2%	17.1%	15.0%

(1) Underwritten base rent includes contractual rent steps through February 28, 2019.

(2) Underwritten base rent includes 16 tenants that are paying reduced rent. The base rent in the leases is $2,349,960 for these 16 tenants, and the UW base rent for these tenants is $1,180,463. Underwritten base rent also includes one tenant Bachrach (4,494 SF, 0.6% of NRA) that has filed for bankruptcy but is currently in occupancy. There can be no assurance that Bachrach will remain open or pay rent going forward.

(3) Underwritten base rent includes two tenants that are currently in occupancy and paying rent, have executed leases to relocate to new spaces, but are not yet in occupancy or paying rent on such new spaces (and as to which occupancy and underwritten rent is based on the new spaces): H&M currently occupies a 9,171 SF space (1.3% of NRA), has executed a lease to relocate to a 24,440 SF space (3.4% of NRA) and is anticipated to take occupancy and begin paying rent on the new space in November 2018; and lululemon athletica currently occupies a 3,467 SF space (0.5% of NRA), has executed a lease to relocate to a 5,392 SF space (0.8% of NRA) and is anticipated to take occupancy and begin paying rent on the new space in June 2018. In addition, underwritten base rent includes Pinkberry (718 SF, 0.1% of NRA), which has executed a new lease, is not yet in occupancy or paying rent and is expected to take occupancy and begin paying rent in March 2018. In addition, underwritten base rent includes Bachrach (4,494 SF, 0.6% of NRA) that has filed for bankruptcy but is currently in-place. In addition, underwritten base rent includes seven tenants totaling 14,673 SF (2.0% of NRA) that are currently in occupancy at the Twelve Oaks Mall Property and have lease renewals out for signature that have not been executed. These seven tenants include Sephora (5,700 SF, 0.8% of NRA), J Jill (4,075, 0.6% of NRA), Journeys (2,191 SF, 0.3% of NRA), Journeys Kidz (1,108 SF, 0.2% of NRA), GNC Live Well (954 SF, 0.1% of NRA), SGH Sunglass Hut (581 SF, 0.1% of NRA) and 3D Innovations (64 SF, 0.0% of NRA). The underwritten base rent for these seven tenants is based on the rental rate currently being paid by each respective tenant and not on the prospective rent of the leases out for signature. We cannot assure you that these tenants will take occupancy, execute the renewals, begin paying rent or continue paying rent as anticipated or at all.

(4) The underwritten economic vacancy is 9.9%. The Twelve Oaks Mall Property was 91.9% leased as of February 1, 2018.

(5) The occupancy rates shown represent the portion of the Twelve Oaks Mall that serves as collateral for the Twelve Oaks Mall Whole Loan. The Most Recent Occupancy of the Twelve Oaks Mall, including the non-collateral tenants Macy’s (300,212 SF), Sears, Roebuck & Company (228,429 SF), J.C. Penney (148,812 SF) and Lord & Taylor (125,000 SF), was 96.2% as of February 1, 2018.

(6) Debt service coverage ratios and debt yields are based on the Twelve Oaks Mall Senior Loan, and exclude the Twelve Oaks Mall Subordinate Loan.

Escrows and Reserves. The Twelve Oaks Mall Whole Loan documents provide for upfront reserves in the amount of $4,627,403 for outstanding tenant obligations related to eight tenants.

On each due date during a Twelve Oaks Mall Trigger Period (as defined below) or an event of default under the Twelve Oaks Mall Whole Loan, the Twelve Oaks Mall Borrower is required to fund certain reserve accounts including (i) a tax reserve in an amount equal to one-twelfth of the amount that the lender reasonably estimates will be necessary to pay taxes over the then succeeding 12-month period; (ii) an insurance reserve in an amount equal to one-twelfth of the amount that the lender reasonably estimates will be necessary to pay insurance premiums over the then succeeding 12-month period (unless no event of default has occurred and is continuing and the Twelve Oaks Mall Borrower has delivered evidence to the lender that the insurance required is maintained under an acceptable blanket insurance policy for which premiums have been paid in full); (iii) a tenant improvement and leasing commissions (“TI/LC”) reserve in an amount equal to $68,625, subject to a cap of $1,647,000 (excluding any termination fees deposited); and (iv) a capital expenditure reserve in an amount equal to $11,438, subject to a cap of $274,500. During a Twelve Oaks Mall Trigger Period or an event of default, the Twelve Oaks Mall Borrower is required to deposit all termination fees into the TI/LC reserve account, provided that during a Twelve Oaks Mall Trigger Period that is continuing solely due to a Twelve Oaks Mall Tier 1 Trigger Period (as defined below), the Twelve Oaks Mall Borrower may retain termination fees associated with any one lease that are less than $375,000. In lieu of such escrow amounts, the Twelve Oaks Mall Borrower may deposit with the lender a letter of credit in the maximum amount required for the applicable reserve above.

In addition, on each due date during the continuance of a Twelve Oaks Mall Trigger Period (other than a Twelve Oaks Mall Tier 1 Trigger Period), the related loan documents require an excess cash reserve as discussed under “—Lockbox and Cash Management” below.

A-3-12

BANK 2018-BNK11 Twelve Oaks Mall

A “Twelve Oaks Mall Trigger Period” will commence upon the earlier of the following:

(i) the trailing 12-month net operating income being less than $29,250,000 for two consecutive fiscal quarters (a “Twelve Oaks Mall Tier 1 Trigger Period”);

(ii) the trailing 12-month net operating income being less than $26,000,000 for two consecutive fiscal quarters (a “Twelve Oaks Mall Tier 2 Trigger Period”); or

(iii) the period during which a Twelve Oaks Mall Tier 1 Trigger Period is occurring (but not also a Tier 2 Trigger Period) and any two anchors (other than Sears) have gone dark in more than 20% of its premises for at least 60 consecutive days (excluding restoration, renovation or re-tenanting periods) (a “Dark Anchor Trigger Period”).

A Twelve Oaks Mall Trigger Period will end upon the occurrence of the following:

● with regard to clause (i), the trailing 12-month net operating income being equal to or greater than $29,250,000 for four consecutive fiscal quarters; and

● with regard to clause (ii), the trailing 12-month net operating income being equal to or greater than $26,000,000 for four consecutive fiscal quarters.

Lockbox and Cash Management. The Twelve Oaks Mall Whole Loan is structured with a hard lockbox and springing cash management. The related loan documents require the Twelve Oaks Mall Borrower to direct tenants to pay rent directly to a lender-controlled lockbox account and all cash revenues relating to the Twelve Oaks Mall Property and all other money received by the Twelve Oaks Mall Borrower or the property manager with respect to the Twelve Oaks Mall Property (other than tenant security deposits required to be held in escrow accounts) be deposited into such lockbox account or cash management account within one business day of receipt.

The Twelve Oaks Mall Borrower is permitted to maintain a bank account (the “Kiosk Account”) into which rents from persons who are parties to a license agreement or miscellaneous amounts received by the Twelve Oaks Mall Borrower that are not rents, payments, reimbursements or other amounts paid under any lease may be deposited. Any funds in excess of $150,000 are required to be remitted from the Kiosk Account into a borrower-controlled account. During the continuance of a Twelve Oaks Mall Trigger Period (other than due to a Twelve Oaks Mall Tier 1 Trigger Period) or an event of default under the Twelve Oaks Mall Whole Loan, all amounts contained in the Kiosk Account that exceed $50,000 are required to be remitted to the cash management account.

During the continuance of a Twelve Oaks Mall Trigger Period or event of default under the Twelve Oaks Mall Whole Loan, all funds in the lockbox account are required to be swept into the cash management account on a daily basis and, so long as only a Twelve Oaks Mall Tier 1 Trigger Period is continuing, remitted to the Twelve Oaks Mall Borrower on each due date after payment of the monthly debt service payment and all required reserves. During a Twelve Oaks Mall Trigger Period (other than a Twelve Oaks Mall Tier 1 Trigger Period) under the Twelve Oaks Mall Whole Loan all amounts on deposit in the cash management account after payment of debt service, required reserves (if the lender so elects, with respect to the continuance of an event of default) and operating expenses, are required to be reserved in an excess cash flow reserve account. During the continuance of an event of default under the Twelve Oaks Mall Whole Loan, all amounts on deposit in the cash management account may be applied at lender’s sole discretion. In addition, provided no event of default has occurred and is continuing, the Twelve Oaks Mall Borrower may obtain the lender’s release of excess cash flow trapped during a Dark Anchor Trigger Period (see“Escrows and Reserves” above) for the purposes of exercising its right to purchase non-collateral anchor spaces (see“Release of Property” below).

Additional Secured Indebtedness (not including trade debts).In addition to the Twelve Oaks Mall Mortgage Loan, the Twelve Oaks Mall Property secures the Twelve Oaks Mall Non-ServicedPari Passu Companion Loans and the Twelve Oaks Mall Subordinate Loan. Amounts available to make payments of interest and principal on the Twelve Oaks Mall Whole Loan are generally applied (i)first, to accrued and unpaid interest on the Twelve Oaks Mall Mortgage Loan and Twelve Oaks Mall Non-ServicedPari Passu Companion Loans on apro rataandpari passubasis, (ii)second, to principal on the Twelve Oaks Mall Mortgage Loan and Twelve Oaks Mall Non-ServicedPari Passu Companion Loans on apro rataandpari passubasis until their principal balances have been reduced to zero, (iii)third, to accrued and unpaid interest on the Twelve Oaks Mall Subordinate Loan; and then (iv)fourth, to principal on the Twelve Oaks Mall Subordinate Loan until the principal balance has been reduced to zero. Such priorities and the allocation of collections on the Twelve Oaks Mall Whole Loan are set forth in an agreement between note holders governing the promissory notes comprising the Twelve Oaks Mall Whole Loan. See “Description of the Mortgage Pool—The Whole Loans— The Twelve Oaks-MI Passu-AB Whole Loan” in the Prospectus.

Mezzanine Loan and Preferred Equity.Not Permitted

Release of Property. The loan documents permit the Twelve Oaks Mall Borrower to purchase any of the non-collateral anchor pads (Macy’s, Lord & Taylor, JC Penney and Sears) subject to certain conditions outlined in the Twelve Oaks Mall Whole Loan documents. Following the acquisition of an anchor pad, provided no event of default has occurred and is continuing, the Twelve Oaks Mall Borrower has the right to the free release of such anchor pad together with any or all of certain unimproved portions of the Twelve Oaks Mall Property adjacent to such anchor pad (such adjacent parcels, the “Anchor Pad Release Parcels”) to either a permitted joint venture or an unaffiliated third party, subject to certain conditions outlined in the Twelve Oaks Mall Whole Loan documents, including among other things (i) the delivery of a REMIC opinion and (ii) the Twelve Oaks Mall Borrower may not convey more than 10% in the aggregate of the total acreage of all the Anchor Pad Release Parcels to unaffiliated third parties (but such limitation does not apply to a permitted joint venture). In addition, provided no event of default has occurred and is continuing, the Twelve Oaks Mall Borrower is permitted to obtain the release of a 24.8-acre unimproved parcel of land subject to the satisfaction of certain conditions outlined in the Twelve Oaks Mall Whole Loan documents, including among other things (a) such release may not reasonably be expected to have a material adverse effect and (b) delivery of a REMIC opinion. 

Terrorism Insurance.The Twelve Oaks Mall Whole Loan documents require the Twelve Oaks Mall Borrower to maintain terrorism insurance in an amount equal to the full replacement cost of the Twelve Oaks Mall Property, as well as 18 months of rental loss and/or business interruption coverage, together with a 12-month extended period of indemnity following restoration. If TRIPRA is no longer in effect, then the Twelve Oaks Mall Borrower’s requirement will be capped at insurance premiums equal to two times the amount of the insurance premium payable in respect of the property and business interruption/rental loss insurance required under the related loan documents (excluding the cost of terrorism and earthquake components of such premiums). See “Risk Factors—Risks Related to the Mortgage Loans-Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus.

A-3-13

BANK 2018-BNK11 Extra Space – TIAA Self Storage Portfolio

Mortgage Loan No. 2 – Extra Space - TIAA Self Storage Portfolio

A-3-14

BANK 2018-BNK11 Extra Space – TIAA Self Storage Portfolio

Mortgage Loan No. 2 – Extra Space - TIAA Self Storage Portfolio

 

A-3-15

BANK 2018-BNK11 Extra Space – TIAA Self Storage Portfolio

Mortgage Loan No. 2 – Extra Space - TIAA Self Storage Portfolio

Mortgage Loan Information					Property Information
Mortgage Loan Seller:		BANA			Single Asset/Portfolio:	Portfolio
Original Balance(1):		$66,000,000			Location:	Various
Cut-off Date Balance(1):		$66,000,000			General Property Type:	Self Storage
% of Initial Pool Balance:		9.6%			Detailed Property Type:	Self Storage
Loan Purpose:		Refinance			Title Vesting:	Fee
Sponsors:		Extra Space Storage Inc.; TH Real Estate			Year Built/Renovated:	Various/Various
Mortgage Rate:		4.5325%			Size:	1,614,702 SF
Note Date:		2/2/2018			Cut-off Date Balance per SF(1):	$142
First Payment Date:		4/1/2018			Maturity Date Balance per SF(1):	$142
Maturity Date:		3/1/2028			Property Manager:	Extra Space Management, Inc.
Original Term to Maturity:		120 months				(borrower-related)
Original Amortization Term:		0 months			Underwriting and Financial Information
IO Period:		120 months			UW NOI:	$20,956,607
Seasoning:		1 month			UW NOI Debt Yield(1):	9.2%
Prepayment Provisions(2):		LO (25); DEF (88); O (7)			UW NOI Debt Yield at Maturity(1):	9.2%
Lockbox/Cash Mgmt Status:		Springing/Springing			UW NCF DSCR(1):	1.97x
Additional Debt Type(1)(3):		Pari Passu			Most Recent NOI:	$20,371,617 (12/31/2017)
Additional Debt Balance(1)(3):		$163,000,000			2nd Most Recent NOI:	$19,178,286 (12/31/2016)
Future Debt Permitted (Type):		No (N/A)			3rd Most Recent NOI:	$17,582,312 (12/31/2015)
Reserves(4)					Most Recent Occupancy:	92.2% (12/31/2017)
Type	Initial		Monthly	Cap	2nd Most Recent Occupancy:	92.9% (12/31/2016)
RE Tax:	$0		Springing	N/A	3rd Most Recent Occupancy:	92.6% (12/31/2015)
Insurance:	$915		$457	N/A	Appraised Value (as of)(5):	$394,160,000 (Various)
Recurring Replacements:	$0		$0	N/A	Cut-off Date LTV Ratio(1)(5):	58.1%
					Maturity Date LTV Ratio(1)(5):	58.1%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount(1):	$229,000,000	100.0%	Return of Equity:	$140,845,793	61.5%
			Loan Payoff:	$83,536,796	36.5%
			Closing Costs:	$4,616,496	2.0%
			Reserves:	$915	0.0%
Total Sources:	$229,000,000	100.0%	Total Uses:	$229,000,000	100.0%

(1) The Extra Space - TIAA Self Storage Portfolio Mortgage Loan (as defined below) is part of the Extra Space - TIAA Self Storage Portfolio Whole Loan (as defined below), which is comprised of threepari passu promissory notes with an aggregate original principal balance of $229,000,000. The Cut-off Date Balance per SF, Maturity Date Balance per SF, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio numbers presented above are based on the aggregate principal balance of the promissory notes comprising the Extra Space - TIAA Self Storage Portfolio Whole Loan.

(2) Defeasance of the Extra Space – TIAA Self Storage Portfolio Whole Loan is permitted any time after the earlier of (i) February 2, 2022, or (ii) two years from the closing date of the securitization that includes the lastpari passupromissory note of the Extra Space – TIAA Self Storage Portfolio Whole Loan to be securitized. The assumed lockout period of 25 payments is based on the closing date of this transaction in April 2018.

(3) See “The Mortgage Loan” and “Additional Secured Indebtedness (not including trade debts)” below for a discussion of additional debt.

(4) See “Escrows and Reserves” below for further discussion of reserve requirements.

(5) Appraised Value represents the “As Is Portfolio” combined appraised value based on individual valuations dated between November 25, 2017 and December 4, 2017, plus a $36,170,000 portfolio premium. The Cut-off Date LTV Ratio and Maturity Date LTV Ratio are calculated based upon the “As Is Portfolio” value of $394,160,000. The Cut-off Date LTV Ratio and Maturity Date LTV Ratio based on the sum of the individual “as-is” appraised values of $357,990,000 are each 64.0%.

The Mortgage Loan. The second largest mortgage loan (the “Extra Space - TIAA Self Storage Portfolio Mortgage Loan”) is part of a whole loan (the “Extra Space - TIAA Self Storage Portfolio Whole Loan”) evidenced by threepari passupromissory notes in the aggregate original principal amount of $229,000,000, all of which are secured by the fee interest in a 24-property self-storage portfolio located across 11 states and Washington, D.C. totaling 1,614,702 SF (the “Extra Space - TIAA Self Storage Portfolio Properties”). The non-controlling Promissory Note A-2 in the original principal amount of $66,000,000 represents the Extra Space - TIAA Self Storage Portfolio Mortgage Loan and will be included in the BANK 2018-BNK11 securitization trust. A summary of the remaining promissory notes (the “Extra Space - TIAA Self Storage Portfolio Non-Serviced Pari Passu Companion Loans”) is shown in the table below. The Extra Space - TIAA Self Storage Portfolio Whole Loan will be serviced pursuant to the pooling and servicing agreement for the CGCMT 2018-B2 securitization trust. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and“Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the Prospectus.

A-3-16

BANK 2018-BNK11 Extra Space – TIAA Self Storage Portfolio

Extra Space - TIAA Self Storage Portfolio Whole Loan Summary
Notes	Original Balance	Note Holder(1)	Controlling Interest
A-1	$105,000,000	CGCMT 2018-B2	Yes
A-2	$66,000,000	BANK 2018-BNK11	No
A-3	$58,000,000	Bank of America, N.A.	No
Total	$229,000,000

Proceeds from the Extra Space - TIAA Self Storage Portfolio Whole Loan were primarily used to return equity to the Extra Space - TIAA Self Storage Portfolio Whole Loan sponsors to pay down a portion of the sponsors’ credit facility, fund upfront reserves, and pay closing costs.

The Borrower and the Sponsors. The borrower is Storage Portfolio I LLC (the “Extra Space – TIAA Self Storage Portfolio Borrower”), a single-purpose Delaware limited liability company with two independent directors. The Extra Space – TIAA Self Storage Portfolio Borrower is approximately 66.0% indirectly owned by Teachers Insurance and Annuity Association of America (“TIAA”) for the benefit of The Separate Real Estate Account (“TIAA Real Estate”) and approximately 34.0% indirectly owned by Extra Space Storage Inc. (“Extra Space Storage”). The borrower sponsors are Extra Space Storage and TH Real Estate. TH Real Estate is an affiliate of Nuveen, LLC, an investment management arm of TIAA. As of September 30, 2017, TH Real Estate had approximately $107 billion of assets under management globally.

The non-recourse carveout guarantor for the Extra Space - TIAA Self Storage Portfolio Whole Loan is Extra Space Storage. If a buy/sell event occurs or is anticipated to occur such that TIAA Real Estate becomes the sole indirect owner of the borrower, Teachers REA, LLC has been approved as a replacement guarantor so long as at the time of such replacement it satisfies a minimum net worth of $5 billion and minimum liquidity of $10 million and is acceptable to the lender based on the lender’s underwriting standards, and there has been no material adverse change in its financial conditions or status since the origination of the Extra Space - TIAA Self Storage Portfolio Whole Loan.

The Properties. The Extra Space - TIAA Self Storage Portfolio Properties consist of 24 Extra Space branded self-storage properties located in 11 states and Washington, D.C. The Extra Space - TIAA Self Storage Portfolio Properties consist of 15,465 traditional storage units (of which 1,100 units (approximately 7.1%) are climate controlled) and 303 parking spaces. The Extra Space - TIAA Self Storage Portfolio Properties range in size from 36,384 SF to 119,335 SF, inclusive of parking square footage, with an average size across the portfolio for traditional storage units of approximately 104 SF. Each of the Extra Space - TIAA Self Storage Portfolio Properties includes perimeter fencing, security cameras, gated entry, on-site managers and on-site leasing offices. The weighted average occupancy of the Extra Space - TIAA Self Storage Portfolio Properties was 92.2% as of December 31, 2017.

The Extra Space - TIAA Self Storage Portfolio Properties have been jointly owned by the Extra Space - TIAA Self Storage Portfolio Whole Loan sponsors since 2004 and since 2012, the sponsors have invested over $5.7 million in capital expenditures to the Extra Space - TIAA Self Storage Portfolio Properties. Under the Extra Space – TIAA Self Storage Portfolio Whole Loan sponsors’ ownership, historical occupancy has increased from 85.9% in 2010 to 92.2% in 2017, averaging 90.2% between 2010 and 2017, and the Extra Space - TIAA Self Storage Portfolio Properties’ effective gross income has grown each year since 2010 by between 2.2% and 6.3% with cumulative growth of 37.0% from 2010 to 2017.

The Extra Space - TIAA Self Storage Portfolio Properties’ revenue is diversely generated from 24 different properties across 17 various metropolitan statistical areas. Only five properties individually represent greater than 5.4% of the portfolio’s underwritten net cash flow. The five largest properties based on allocated Cut-off Date Balance account for approximately 37.6% of underwritten net cash flow while the 10 largest properties based on allocated Cut-off Date Balance account for approximately 61.9% of the portfolio’s underwritten net cash flow.

A-3-17

BANK 2018-BNK11 Extra Space – TIAA Self Storage Portfolio

The following table presents detailed information with respect to each of the Extra Space - TIAA Self Storage Portfolio Properties.

Extra Space - TIAA Self Storage Portfolio Properties Summary
Property Name City State	Year Built/ Renovated	Total GLA	Total Units	Occupancy As of 12/31/2017	Cut-off Date Allocated Loan Amount	% of Allocated Loan Amount	Appraised Value	% of Appraised Value	UW NCF
Extra Space Washington Washington, D.C.	1910 / NAP	104,382	1,689	92.1%	$30,841,000	13.5%	$47,490,000	13.3%	$2,752,474
Extra Space San Jose San Jose, CA	1985, 2016 / NAP	66,854	795	89.9%	$14,955,000	6.5%	$24,750,000	6.9%	$1,355,104
Extra Space San Diego San Diego, CA	1986 / NAP	119,335	898	88.1%	$14,730,000	6.4%	$21,760,000	6.1%	$1,325,851
Extra Space Panorama City Panorama City, CA	1987 / NAP	77,395	900	92.7%	$12,980,000	5.7%	$21,550,000	6.0%	$1,182,697
Extra Space Norwalk Norwalk, CA	1977 / NAP	79,529	893	92.8%	$12,885,000	5.6%	$22,150,000	6.2%	$1,174,461
Extra Space Miami East Miami, FL	1987 / 2009	80,390	831	91.8%	$12,126,000	5.3%	$19,600,000	5.5%	$1,111,182
Extra Space Miami West Miami, FL	1987 / 2009	75,564	684	95.7%	$12,105,000	5.3%	$19,000,000	5.3%	$1,107,307
Extra Space Palo Alto East Palo Alto, CA	1989 / NAP	45,836	592	92.1%	$10,862,000	4.7%	$18,230,000	5.1%	$978,172
Extra Space Covina Covina, CA	1973 / NAP	74,537	729	91.9%	$10,639,000	4.6%	$17,450,000	4.9%	$966,181
Extra Space Gaithersburg Gaithersburg, MD	1988 / NAP	74,341	642	91.5%	$9,687,000	4.2%	$14,350,000	4.0%	$875,499
Extra Space Philadelphia Philadelphia, PA	1970, 1988 / NAP	68,425	593	93.9%	$9,310,000	4.1%	$13,860,000	3.9%	$842,713
Extra Space Westminster Westminster, CA	1988 / NAP	65,997	685	94.7%	$9,150,000	4.0%	$15,680,000	4.4%	$840,721
Extra Space Newark Newark, DE	1988 / NAP	64,300	519	91.1%	$8,193,000	3.6%	$12,590,000	3.5%	$738,819
Extra Space Essex Essex, MD	1991 / NAP	60,425	522	93.5%	$7,444,000	3.3%	$11,340,000	3.2%	$679,151
Extra Space New Bedford New Bedford, MA	1989, 2003 / NAP	65,350	535	93.6%	$7,215,000	3.2%	$10,300,000	2.9%	$654,243
Extra Space Birmingham Birmingham, AL	1988 / NAP	73,366	604	94.8%	$7,195,000	3.1%	$9,250,000	2.6%	$655,749
Extra Space Haverhill Haverhill, MA	1989 / NAP	53,490	553	86.6%	$6,895,000	3.0%	$11,680,000	3.3%	$616,849
Extra Space Shrewsbury Shrewsbury, MA	1982 / NAP	65,300	417	92.1%	$6,483,000	2.8%	$9,020,000	2.5%	$585,168
Extra Space Dallas Dallas, TX	1973 / NAP	47,472	478	90.0%	$5,340,000	2.3%	$7,650,000	2.1%	$480,768
Extra Space Enfield Enfield, CT	1982 / NAP	65,650	511	93.0%	$4,911,000	2.1%	$7,680,000	2.1%	$427,883
Extra Space San Diego Miramar San Diego, CA	1986 / NAP	36,384	455	92.3%	$4,819,000	2.1%	$7,050,000	2.0%	$432,728
Extra Space Shawnee Shawnee, KS	1987 / NAP	56,240	472	95.1%	$3,570,000	1.6%	$5,670,000	1.6%	$330,987
Extra Space Overland Park Overland Park, KS	1990 / NAP	46,890	346	94.3%	$3,570,000	1.6%	$5,620,000	1.6%	$324,395
Extra Space Tucson Tucson, AZ	1984 / NAP	47,250	425	91.3%	$3,095,000	1.4%	$4,270,000	1.2%	$275,296
Total/Wtd. Avg.		1,614,702	15,768	92.2%	$229,000,000	100.0%	$357,990,000(1)	100.0%	$20,714,398

(1) The sum of the individual “as-is” appraisal values of the Extra Space - TIAA Self Storage Portfolio Properties is $357,990,000. The appraiser also provided an “As-Is Portfolio” value based on individual valuations dated between November 25, 2017 and December 4, 2017 plus a $36,170,000 portfolio premium.

A-3-18

BANK 2018-BNK11 Extra Space – TIAA Self Storage Portfolio

The following table presents certain information relating to the type of units offered at the Extra Space - TIAA Self Storage Portfolio Properties:

Unit Summary
Property Name	Total GLA	% GLA	Total Number of Storage Units	Number of Parking Units	Number of Climate Controlled Units	% of Climate Controlled Units
Extra Space Washington	104,382	6.5%	1,689	0	121	7.2%
Extra Space San Jose	66,854	4.1%	791	4	0	0.0%
Extra Space San Diego	119,335	7.4%	877	21	0	0.0%
Extra Space Panorama City	77,395	4.8%	896	4	0	0.0%
Extra Space Norwalk	79,529	4.9%	871	22	0	0.0%
Extra Space Miami East	80,390	5.0%	789	42	193	24.5%
Extra Space Miami West	75,564	4.7%	653	31	214	32.8%
Extra Space Palo Alto	45,836	2.8%	592	0	0	0.0%
Extra Space Covina	74,537	4.6%	726	3	0	0.0%
Extra Space Gaithersburg	74,341	4.6%	622	20	0	0.0%
Extra Space Philadelphia	68,425	4.2%	586	7	137	23.4%
Extra Space Westminster	65,997	4.1%	681	4	0	0.0%
Extra Space Newark	64,300	4.0%	476	43	96	20.2%
Extra Space Essex	60,425	3.7%	502	20	155	30.9%
Extra Space New Bedford	65,350	4.0%	514	21	0	0.0%
Extra Space Birmingham	73,366	4.5%	592	12	13	2.2%
Extra Space Haverhill	53,490	3.3%	553	0	119	21.5%
Extra Space Shrewsbury	65,300	4.0%	414	3	0	0.0%
Extra Space Dallas	47,472	2.9%	474	4	0	0.0%
Extra Space Enfield	65,650	4.1%	498	13	0	0.0%
Extra Space San Diego Miramar	36,384	2.3%	455	0	0	0.0%
Extra Space Shawnee	56,240	3.5%	472	0	0	0.0%
Extra Space Overland Park	46,890	2.9%	317	29	52	16.4%
Extra Space Tucson	47,250	2.9%	425	0	0	0.0%
Total / Wtd. Avg.	1,614,702	100.0%	15,465	303	1,100	7.1%

A-3-19

BANK 2018-BNK11 Extra Space – TIAA Self Storage Portfolio

The following table presents certain information relating to the historical occupancy at the Extra Space - TIAA Self Storage Portfolio Properties:

Historical Occupancy(1)
Property Name	2010	2011	2012	2013	2014	2015	2016	2017	Average
Extra Space Washington	94.0%	91.9%	91.4%	92.4%	92.5%	91.4%	91.6%	92.1%		92.2%
Extra Space San Jose	89.5%	88.9%	92.0%	92.8%	92.9%	95.7%	94.3%	89.9%		92.0%
Extra Space San Diego	88.9%	88.8%	86.8%	87.1%	89.9%	93.9%	95.9%	88.1%		89.9%
Extra Space Panorama City	85.3%	87.8%	92.2%	93.6%	93.7%	94.8%	89.8%	92.7%		91.2%
Extra Space Norwalk	79.4%	83.0%	84.6%	88.8%	88.2%	92.9%	96.6%	92.8%		88.3%
Extra Space Miami East	85.4%	81.2%	88.7%	91.3%	92.1%	93.7%	92.9%	91.8%		89.6%
Extra Space Miami West	85.7%	88.0%	86.5%	89.6%	88.7%	91.5%	92.4%	95.7%		89.8%
Extra Space Palo Alto	80.0%	86.2%	92.7%	92.3%	93.7%	95.2%	96.3%	92.1%		91.1%
Extra Space Covina	85.5%	85.5%	88.7%	90.4%	91.8%	93.7%	95.1%	91.9%		90.3%
Extra Space Gaithersburg	85.4%	91.2%	92.5%	92.8%	90.7%	92.6%	93.3%	91.5%		91.3%
Extra Space Philadelphia	89.7%	90.7%	89.9%	88.2%	87.0%	87.0%	85.8%	93.9%		89.0%
Extra Space Westminster	79.8%	84.1%	88.9%	91.8%	90.4%	93.4%	95.3%	94.7%		89.8%
Extra Space Newark	90.7%	89.3%	92.4%	91.8%	91.9%	87.5%	84.6%	91.1%		89.9%
Extra Space Essex	87.1%	89.3%	91.0%	94.3%	92.9%	93.7%	93.6%	93.5%		91.9%
Extra Space New Bedford	78.0%	80.4%	75.2%	87.3%	91.7%	92.4%	95.9%	93.6%		86.8%
Extra Space Birmingham	83.4%	83.3%	89.1%	89.7%	90.8%	93.8%	92.9%	94.8%		89.7%
Extra Space Haverhill	87.4%	90.0%	90.9%	94.2%	92.2%	91.6%	92.1%	86.6%		90.6%
Extra Space Shrewsbury	85.3%	88.0%	90.9%	91.6%	93.0%	95.1%	92.5%	92.1%		91.1%
Extra Space Dallas	85.2%	85.1%	91.3%	90.7%	91.1%	94.9%	90.7%	90.0%		89.9%
Extra Space Enfield	87.7%	92.5%	89.1%	92.4%	91.9%	91.3%	94.6%	93.0%		91.6%
Extra Space San Diego Miramar	89.1%	89.7%	88.5%	90.1%	90.7%	94.2%	94.9%	92.3%		91.2%
Extra Space Shawnee	79.0%	78.1%	81.7%	80.4%	89.1%	91.7%	92.7%	95.1%		86.0%
Extra Space Overland Park	89.9%	87.1%	89.7%	91.5%	89.1%	90.5%	91.5%	94.3%		90.5%
Extra Space Tucson	84.2%	84.5%	94.4%	91.0%	89.5%	90.4%	92.2%	91.3%		89.7%
Total / Wtd. Avg.	85.9%	87.0%	89.0%	90.6%	91.1%	92.6%	92.9%	92.2%		90.2%

(1) As provided by the borrower and which represents occupancy as of December 31^st for the indicated year.

A-3-20

BANK 2018-BNK11 Extra Space – TIAA Self Storage Portfolio

The Markets. The Extra Space - TIAA Self Storage Portfolio Properties are geographically diverse, located across 22 cities in 11 states and Washington, D.C. The largest concentration is located in California (eight properties, 35.0% of SF, 39.9% of UW NCF), Massachusetts (three properties, 11.4% of SF, 9.0% of UW NCF), Florida (two properties, 9.7% of SF, 10.7% of UW NCF), and Maryland (two properties, 8.3% of SF, 7.5% of UW NCF), with the remaining properties (35.5% of SF, 33.0% of UW NCF) located in seven states and Washington, D.C.

The following table presents the geographical distribution of the Extra Space - TIAA Self Storage Portfolio Properties:

State/Jurisdiction Summary
State/Jurisdiction	Property Count	Allocated Loan Amount	% of Allocated Loan Amount	Total SF	% of SF	Total Units	Occupancy as of 12/31/2017	UW NCF	% of UW NCF
California	8	$91,020,000	39.7%	565,867	35.0%	5,947	91.5%	$8,255,915	39.9%
Massachusetts	3	$20,593,000	9.0%	184,140	11.4%	1,505	91.0%	$1,856,260	9.0%
Florida	2	$24,231,000	10.6%	155,954	9.7%	1,515	93.7%	$2,218,489	10.7%
Maryland	2	$17,131,000	7.5%	134,766	8.3%	1,164	92.4%	$1,554,650	7.5%
Washington, D.C.	1	$30,841,000	13.5%	104,382	6.5%	1,689	92.1%	$2,752,474	13.3%
Kansas	2	$7,140,000	3.1%	103,130	6.4%	818	94.7%	$655,382	3.2%
Alabama	1	$7,195,000	3.1%	73,366	4.5%	604	94.8%	$655,749	3.2%
Pennsylvania	1	$9,310,000	4.1%	68,425	4.2%	593	93.9%	$842,713	4.1%
Connecticut	1	$4,911,000	2.1%	65,650	4.1%	511	93.0%	$427,883	2.1%
Delaware	1	$8,193,000	3.6%	64,300	4.0%	519	91.1%	$738,819	3.6%
Texas	1	$5,340,000	2.3%	47,472	2.9%	478	90.0%	$480,768	2.3%
Arizona	1	$3,095,000	1.4%	47,250	2.9%	425	91.3%	$275,296	1.3%
Total / Wtd. Avg.	24	$229,000,000	100.0%	1,614,702	100.0%	15,768	92.2%	$20,714,398	100.0%

The following table presents local demographics data for the Extra Space - TIAA Self Storage Portfolio Properties:

Local Demographics Summary
Property Name	City	State/Jurisdiction	2017 Population (within a 1-mi. / 3-mi. / 5-mi. Radius)	2017 Median Income (within a 1-mi. / 3-mi. / 5-mi. Radius)
Extra Space Washington	Washington	D.C.	103,098 / 396,332 / 776,753	$91,607 / $86,799 / $85,537
Extra Space San Jose	San Jose	CA	29,673 / 250,116 / 604,289	$73,531 / $85,535 / $90,169
Extra Space San Diego	San Diego	CA	11,296 / 89,230 / 231,408	$82,606 / $90,172 / $95,726
Extra Space Panorama City	Panorama City	CA	70,965 / 337,834 / 757,901	$36,615 / $47,468 / $52,390
Extra Space Norwalk	Norwalk	CA	29,213 / 257,233 / 682,041	$61,064 / $59,950 / $59,825
Extra Space Miami East	Miami	FL	32,678 / 217,329 / 421,919	$52,240 / $58,326 / $59,634
Extra Space Miami West	Miami	FL	18,416 / 209,400 / 486,980	$57,632 / $43,368 / $44,671
Extra Space Palo Alto	East Palo Alto	CA	32,002 / 120,107 / 241,797	$72,803 / $101,384 / $98,992
Extra Space Covina	Covina	CA	25,705 / 215,002 / 491,057	$73,888 / $64,913 / $64,265
Extra Space Gaithersburg	Gaithersburg	MD	14,199 / 109,881 / 223,144	$94,923 / $79,610 / $87,213
Extra Space Philadelphia	Philadelphia	PA	23,889 / 172,998 / 476,472	$45,365 / $52,400 / $51,878
Extra Space Westminster	Westminster	CA	24,050 / 200,548 / 614,766	$64,768 / $65,221 / $65,395
Extra Space Newark	Newark	DE	9,435 / 71,666 / 194,717	$56,169 / $61,267 / $63,727
Extra Space Essex	Essex	MD	7,749 / 101,747 / 286,150	$61,708 / $57,325 / $57,523
Extra Space New Bedford	New Bedford	MA	8,150 / 92,571 / 201,358	$63,485 / $46,772 / $55,431
Extra Space Birmingham	Birmingham	AL	8,820 / 65,688 / 163,572	$63,978 / $65,543 / $53,616
Extra Space Haverhill	Haverhill	MA	6,734 / 65,267 / 176,022	$67,010 / $64,825 / $59,859
Extra Space Shrewsbury	Shrewsbury	MA	8,242 / 202,685 / 381,663	$30,475 / $57,152 / $66,557
Extra Space Dallas	Dallas	TX	10,819 / 122,018 / 341,303	$47,347 / $41,440 / $48,008
Extra Space Enfield	Enfield	CT	4,379 / 35,521 / 77,407	$63,609 / $70,516 / $75,869
Extra Space San Diego Miramar	San Diego	CA	9,630 / 80,429 / 226,274	$74,425 / $88,667 / $93,486
Extra Space Shawnee	Shawnee	KS	10,793 / 71,788 / 171,869	$70,625 / $66,051 / $60,493
Extra Space Overland Park	Overland Park	KS	13,979 / 104,377 / 241,367	$49,313 / $58,588 / $65,127
Extra Space Tucson	Tucson	AZ	15,994 / 122,452 / 201,345	$39,867 / $47,082 / $47,238

Source: Appraisals.

A-3-21

BANK 2018-BNK11 Extra Space – TIAA Self Storage Portfolio

The following table presents certain information relating to certain self-storage lease comparables provided in the appraisals for the Extra Space – TIAA Self Storage Portfolio Properties:

Competitive Set Summary
Property Name	Metropolitan Statistical Area	Occupancy As of 12/31/2017	Competitive Set Average Occupancy	Average Monthly Rent/Unit	Competitive Set Average Monthly Asking Rent/Unit
Extra Space Washington	Washington-Arlington-Alexandria, DC-VA-MD-WV	92.1%	81.5%	$188	$181
Extra Space San Jose	San Jose-Sunnyvale-Santa Clara, CA	89.9%	92.9%	$199	$204
Extra Space San Diego	San Diego-Carlsbad, CA	88.1%	94.4%	$159	$170
Extra Space Panorama City	Los Angeles-Long Beach-Santa Ana, CA	92.7%	94.8%	$172	$172
Extra Space Norwalk	Los Angeles-Long Beach-Santa Ana, CA	92.8%	93.4%	$159	$160
Extra Space Miami East	Miami-Fort Lauderdale-Pompano Beach, FL	91.8%	94.9%	$157	$158
Extra Space Miami West	Miami-Fort Lauderdale-Pompano Beach, FL	95.7%	91.5%	$181	$182
Extra Space Palo Alto	San Francisco-Oakland-Hayward, CA	92.1%	93.3%	$198	$198
Extra Space Covina	Los Angeles-Long Beach-Santa Ana, CA	91.9%	94.1%	$164	$169
Extra Space Gaithersburg	Washington-Arlington-Alexandria, DC-VA-MD-WV	91.5%	91.5%	$144	$156
Extra Space Philadelphia	Philadelphia-Camden-Wilmington, PA-NJ-DE	93.9%	91.4%	$162	$167
Extra Space Westminster	Los Angeles-Long Beach-Anaheim, CA	94.7%	94.0%	$155	$160
Extra Space Newark	Philadelphia-Camden-Wilmington, PA-NJ-DE	91.1%	88.3%	$182	$183
Extra Space Essex	Baltimore-Towson, MD	93.5%	90.4%	$149	$152
Extra Space New Bedford	Providence-Warwick, RI-MA	93.6%	95.5%	$145	$156
Extra Space Birmingham	Birmingham-Hoover, AL	94.8%	93.6%	$113	$122
Extra Space Haverhill	Boston-Cambridge-Newton, MA-NH	86.6%	91.4%	$150	$154
Extra Space Shrewsbury	Worcester, MA-CT	92.1%	91.2%	$161	$184
Extra Space Dallas	Dallas-Fort Worth-Arlington, TX	90.0%	92.2%	$120	$126
Extra Space Enfield	Hartford-West Hartford-East Hartford, CT	93.0%	92.8%	$119	$124
Extra Space San Diego Miramar	San Diego-Carlsbad, CA	92.3%	94.8%	$116	$121
Extra Space Shawnee	Kansas City, MO-KS	95.1%	94.2%	$106	$112
Extra Space Overland Park	Kansas City, MO-KS	94.3%	92.7%	$133	$134
Extra Space Tucson	Tucson, AZ	91.3%	89.5%	$90	$100
Total / Wtd. Avg.		92.2%	92.1%	$157	$161

Source: Appraisals.

Operating History and Underwritten Net Cash Flow.The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the Extra Space - TIAA Self Storage Portfolio Properties:

Cash Flow Analysis
	2013	2014	2015	2016	2017	U/W	U/W PSF
Base Rent	$25,753,599	$26,338,467	$27,783,482	$29,791,412	$32,117,467	$32,379,189	$20.05
Concessions	($1,133,033)	($1,015,854)	($801,904)	($832,704)	($1,001,751)	($980,303)	($0.61)
Vacancy & Credit Loss	($2,818,702)	($2,552,762)	($2,677,225)	($3,084,078)	($4,104,590)	($3,946,418)	($2.44)
Other Income(1)	$1,845,128	$1,854,466	$1,861,602	$1,894,673	$1,980,586	$1,965,702	$1.22
Effective Gross Income	$23,646,992	$24,624,317	$26,165,955	$27,769,303	$28,991,712	$29,418,170	$18.22
Total Operating Expenses	$8,216,773	$8,380,232	$8,583,643	$8,591,017	$8,620,095	$8,461,563	$5.24
Net Operating Income	$15,430,219	$16,244,085	$17,582,312	$19,178,286	$20,371,617	$20,956,607	$12.98
Replacement Reserves	$0	$0	$0	$0	$0	$242,209	$0.15
Net Cash Flow	$15,430,219	$16,244,085	$17,582,312	$19,178,286	$20,371,617	$20,714,398	$12.83
Occupancy %	90.6%	91.1%	92.6%	92.9%	92.2%	92.2%(2)
NOI DSCR(3)	1.47x	1.54x	1.67x	1.82x	1.94x	1.99x
NCF DSCR(3)	1.47x	1.54x	1.67x	1.82x	1.94x	1.97x
NOI Debt Yield(3)	6.7%	7.1%	7.7%	8.4%	8.9%	9.2%
NCF Debt Yield(3)	6.7%	7.1%	7.7%	8.4%	8.9%	9.0%

(1) Other Income includes administrative fees, late fees, merchandise sales, parking income and cell tower and billboard commercial leases.

(2) The underwritten economic vacancy is 12.0%. As of December 31, 2017, the Extra Space – TIAA Self Storage Portfolio Properties were 92.2% physically occupied.

(3) Debt service coverage ratios and debt yields are based on the Extra Space – TIAA Self Storage Portfolio Whole Loan.

A-3-22

BANK 2018-BNK11 Extra Space – TIAA Self Storage Portfolio

Escrows and Reserves. So long as Extra Space Storage Inc. is the nonrecourse carve-out guarantor, and provided (x) no event of default or Cash Sweep Period (as defined below) has occurred and is continuing, (y) the Extra Space – TIAA Self Storage Portfolio Borrower provides to lender evidence of direct payment of taxes and insurance premiums, and (z) as it relates to the insurance requirements, the Extra Space - TIAA Self Storage Portfolio Properties are covered by a blanket policy, monthly deposits of 1/12^th of the real estate taxes and 1/12^th of the property insurance premiums will be waived. Notwithstanding, the Extra Space – TIAA Self Storage Portfolio Borrower is required to escrow for flood insurance coverage as required under the National Flood Insurance Program.

Lockbox and Cash Management. The Extra Space - TIAA Self Storage Portfolio Whole Loan documents provide for a springing lockbox and springing cash management, in each case upon the occurrence of a Cash Sweep Period (as defined below). Upon the occurrence of a Cash Sweep Period, the borrower is required to establish (i) a lockbox account, into which, during a Cash Sweep Period, all rents are required to be deposited and (ii) a lender controlled cash management account, into which, during a Cash Sweep Period, all deposits in the lockbox account are required to be transferred on each business day.

Provided no event of default is continuing, funds in the cash management account are required to be applied to payment of de minimis revenue (tenant insurance premiums, sales tax and packing supply cash receipts) to the Extra Space – TIAA Self Storage Portfolio Borrower, to payment of debt service, operating expenses and extraordinary expenses, and to funding of required reserves, with the remainder being deposited to an excess cash flow reserve to be held as additional security for the Extra Space - TIAA Self Storage Portfolio Whole Loan until the discontinuance of the Cash Sweep Period at which time the excess cash is required to be swept to the Extra Space – TIAA Self Storage Portfolio Borrower’s operating account. Notwithstanding, should a Cash Sweep Period occur more than once during the Extra Space - TIAA Self Storage Portfolio Whole Loan term, excess cash will not be required to be returned to the Extra Space – TIAA Self Storage Portfolio Borrower’s operating account and is permitted to continue to be held by the lender for the remainder of the loan term.

A “Cash Sweep Period” will commence upon the earlier of (i) an event of default or (ii) the debt service coverage ratio being less than 1.10x for 12 consecutive months and will continue until; in the case of clause (i), the cure of such event of default, and in the case of clause (ii), the debt service coverage ratio being equal to or greater than 1.25x for the immediately preceding six consecutive months. Notwithstanding the foregoing, a Cash Sweep Period will not be deemed to expire in the event that a Cash Sweep Period then exists for any other reason.

Additional Secured Indebtedness (not including trade debts). The Extra Space - TIAA Self Storage Portfolio Properties also secure the Extra Space - TIAA Self Storage Portfolio Non-Serviced Pari Passu Companion Loans, which have an aggregate Cut-off Date principal balance of $163,000,000. The Extra Space - TIAA Self Storage Portfolio Non-Serviced Pari Passu Companion Loans accrue interest at the same rate as the Extra Space - TIAA Self Storage Portfolio Mortgage Loan. The Extra Space - TIAA Self Storage Portfolio Mortgage Loan is entitled to payments of interest on a pro rata and pari passu basis with the Extra Space - TIAA Self Storage Portfolio Non-Serviced Pari Passu Companion Loans. The holders of the Extra Space - TIAA Self Storage Portfolio Mortgage Loan and the Extra Space - TIAA Self Storage Portfolio Non-Serviced Pari Passu Companion Loans have entered into a co-lender agreement which sets forth the allocation of collections on the Extra Space - TIAA Self Storage Portfolio Whole Loan. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” in the Prospectus.

Mezzanine Loan and Preferred Equity. Not permitted.

Release of Property. After the Release Date (as defined below) and prior to September 1, 2027, provided no event of default has occurred and is continuing, the Extra Space – TIAA Self Storage Portfolio Borrower may obtain a release of any of the individual properties comprising the Extra Space - TIAA Self Storage Portfolio Properties in connection with a sale to a third party upon defeasance of an amount equal to 125% of the allocated loan amount of such individual property; provided that the following conditions, among others, are satisfied: (i) after giving effect to the release, the debt yield with respect to the remaining Extra Space – TIAA Self Storage Portfolio Properties is not less than the greater of (a) 9.08% and (b) the debt yield of all of the Extra Space – TIAA Self Storage Portfolio Properties immediately prior to the related release; and (ii) the partial defeasance is permitted under REMIC requirements (and the lender receives an opinion of counsel that the partial defeasance will not cause a REMIC trust formed pursuant to a securitization of any portion of the Extra Space - TIAA Self Storage Portfolio Whole Loan to fail to maintain its status as a REMIC).

“Release Date” means the earlier to occur of (i) the fourth anniversary of the closing date of the Extra Space – TIAA Self Storage Portfolio Whole Loan and (ii) the date that is two years from the “startup day” of the REMIC trust established in connection with the last securitization involving any portion of the Extra Space - TIAA Self Storage Portfolio Whole Loan.

Substitution of Property.Not permitted.

Terrorism Insurance.The Extra Space - TIAA Self Storage Portfolio Borrower is required to maintain insurance coverage for perils and acts of terrorism in an amount equal to the full replacement cost of the Extra Space - TIAA Self Storage Portfolio Properties (plus 18 months of rental loss and/or business interruption coverage plus an additional period of indemnity covering (i) the 12 months following restoration or (ii) the period of time until such income returns to the same level it was at prior to the loss, whichever occurs first). See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus.

A-3-23

BANK 2018-BNK11 Apple Campus 3

Mortgage Loan No. 3 – Apple Campus 3 

A-3-24

BANK 2018-BNK11 Apple Campus 3

Mortgage Loan No. 3 – Apple Campus 3

A-3-25

BANK 2018-BNK11 Apple Campus 3

Mortgage Loan No. 3 – Apple Campus 3 

 

A-3-26

BANK 2018-BNK11 Apple Campus 3

Mortgage Loan No. 3 – Apple Campus 3

Mortgage Loan Information				Property Information
Mortgage Loan Seller:	WFB			Single Asset/Portfolio:	Single Asset
Original Balance(1):	$63,000,000			Location:	Sunnyvale, CA 94085
Cut-off Date Balance(1):	$63,000,000			General Property Type:	Office
% of Initial Pool Balance:	9.2%			Detailed Property Type:	Suburban
Loan Purpose:	Refinance			Title Vesting:	Fee
Sponsor:	Paul Guarantor LLC			Year Built/Renovated:	2017/N/A
Mortgage Rate:	3.364978%			Size:	882,657 SF
Note Date:	12/14/2017			Cut-off Date Balance per SF(1):	$385
First Payment Date:	2/6/2018			ARD Balance per SF(1):	$385
Anticipated Repayment Date(2):	1/6/2028			Property Manager:	Paul Holdings, Inc. (borrower-related)
Maturity Date(2):	4/6/2031
Original Term to ARD:	120 months
Original Amortization Term:	0 months			Underwriting and Financial Information
IO Period:	120 months			UW NOI:	$41,385,613
Seasoning:	3 months			UW NOI Debt Yield(1):	12.2%
Prepayment Provisions(3):	LO (27); DEF (86); O (7)			UW NOI Debt Yield at ARD(1):	12.2%
Lockbox/Cash Mgmt Status:	Hard/In Place			UW NCF DSCR(1):	3.55x
Additional Debt Type(1)(4):	Pari Passu/Mezzanine			Most Recent NOI(6):	N/A
Additional Debt Balance(1)(4):	$277,000,000/$235,000,000			2nd Most Recent NOI(6):	N/A
Future Debt Permitted (Type):	No (N/A)			3rd Most Recent NOI(6):	N/A
Reserves(5)				Most Recent Occupancy:	100.0% (4/1/2018)
Type	Initial	Monthly	Cap	2nd Most Recent Occupancy(6):	N/A
Taxes:	$0	$249,368	N/A	3rd Most Recent Occupancy(6):	N/A
Insurance:	$0	Springing	N/A	Appraised Value (as of)(7):	$773,600,000 (6/1/2019)
Replacement Reserves:	$0	Springing	N/A	Cut-off Date LTV Ratio(1)(7):	44.0%
TI/LC Reserves:	$2,979,839	$0	N/A	ARD LTV Ratio(1)(7):	44.0%
Rent Concession Reserve:	$42,706,326	$0	N/A
Punchlist Reserve:	$93,750	Springing	N/A

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount:	$340,000,000	59.1%	Loan payoff:	$385,679,999	67.1%
Mezzanine Loan Amount:	$235,000,000	40.9%	Return of equity:	$140,904,070	24.5%
			Reserves:	$45,779,915	8.0%
			Closing costs:	$2,636,016	0.5%
Total Sources:	$575,000,000	100.0%	Total Uses:	$575,000,000	100.0%

(1) The Apple Campus 3 Mortgage Loan (as defined below) is part of the Apple Campus 3 Whole Loan (as defined below), which is comprised of five pari passu notes with an aggregate original principal balance of $340,000,000. The Cut-off Date Balance per SF, ARD Balance per SF, UW NOI Debt Yield, UW NOI Debt Yield at ARD, UW NCF DSCR, Cut-off Date LTV Ratio and ARD LTV Ratio numbers presented are based on the Apple Campus 3 Whole Loan.

(2) The Apple Campus 3 Mortgage Loan has an anticipated repayment date of January 6, 2028 (the “ARD”) and a final maturity date of April 6, 2031. See “The Mortgage Loan” for further discussion of the ARD.

(3) Defeasance of the Apple Campus 3 Whole Loan is permitted any time after the earlier of (i) December 14, 2021, or (ii) two years after the closing date of the securitization that includes the lastpari passupromissory note of the Apple Campus Whole Loan to be securitized. The assumed lockout period of 27 payments is based on the closing date of this transaction in April 2018.

(4) See “The Mortgage Loan”, “Additional Secured Indebtedness (not including trade debts)” and “Mezzanine Loan and Preferred Equity” for a discussion of the additional debt. The equity interest in the Apple Campus 3 Borrower has been pledged to secure senior mezzanine indebtedness with an original principal balance of $117,500,000 and junior mezzanine indebtedness with an original principal balance of $117,500,000. All statistical information related to the balance per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based solely on the Apple Campus 3 Whole Loan. As of the Cut-off Date, the UW NOI Debt Yield, UW NOI Debt Yield at ARD, UW NCF DSCR, Cut-off Date LTV Ratio and ARD LTV Ratio based on the Apple Campus 3 Total Debt (as defined below) are 7.2%, 7.2%, 1.70x, 74.3% and 74.3%, respectively.

(5) See “Escrows and Reserves” below for further discussion of reserve requirements.

(6) Historical occupancy and financial information is not applicable as the Apple Campus 3 Property (as defined below) was built in 2017.

(7) The Appraised Value, Cut-off Date LTV Ratio and ARD LTV Ratio shown are based on the appraiser’s Prospective Market Value at Stabilization, which assumes that contractual tenant improvement and leasing commission (“TI/LC”) obligations have been fulfilled and there is no outstanding free rent. The Apple Campus 3 Borrower deposited upfront reserves totaling $45,779,915 for such contractual TI/LC obligations and free rent (see “Escrows and Reserves” below). Based on the as-is Appraised Value of $624,600,000 (as of November 7, 2017), the Cut-off Date LTV Ratio and ARD LTV Ratio are each 54.4% based on the Apple Campus 3 Whole Loan. The appraiser also concluded to a “Go Dark” value of $566,750,000 as of November 7, 2017.

The Mortgage Loan. The third largest mortgage loan (the “Apple Campus 3 Mortgage Loan”) is part of a whole loan (the “Apple Campus 3 Whole Loan”) evidenced by fivepari passupromissory notes in the aggregate original principal amount of $340,000,000 which are secured by a first priority fee mortgage encumbering a 882,657 square foot, four-story, class A, single-tenant office building located in Sunnyvale, California (the “Apple Campus 3 Property”). The Apple Campus 3 Whole Loan was co-originated on December 14, 2017 by Wells Fargo Bank, National Association; Deutsche Bank AG, New York Branch; and Goldman Sachs Mortgage Company. The Apple Campus 3 Whole Loan has an anticipated repayment date of January 6, 2028 (the “ARD”) and a maturity date of April 6, 2031. Prior to the ARD, the Apple Campus 3 Whole Loan accrues interest at a fixed rate of 3.364978% per annum (the “Initial Interest Rate”) and requires payments of interest only through the ARD. In the event the Apple Campus 3 Whole Loan is not repaid in

A-3-27

BANK 2018-BNK11 Apple Campus 3

full on or before the ARD, the Apple Campus 3 Borrower will be required to make (a) interest payments based on an interest rate equal to the greater of (i) the Initial Interest Rate plus 1.500% per annum, and (ii) the 10-year swap rate plus 1.500% per annum; provided, however, that upon the occurrence and continuance of an event of default, the interest rate will be equal to (1) the greater of (i) and (ii), plus (2) 5.000%; and (b) principal payments based on a 30-year amortization schedule assuming the Initial Interest Rate. The ARD automatically triggers a Cash Trap Event Period (see “Lockbox and Cash Management” section) whereby all excess cash flow, after payments of debt service on the Apple Campus 3 Mortgage Loan, required deposits to escrows and reserves, budgeted operating expenses and payments of debt service on the Apple Campus 3 Senior Mezzanine Loan and Apple Campus 3 Junior Mezzanine Loan (each as defined below) is required to be used to pay down the principal balance of the Apple Campus 3 Whole Loan. See “Description of the Mortgage Loans—Certain Terms of the Mortgage Loans—ARD Loans” in the Prospectus.

The non-controlling Promissory Note A-1-1, which will be contributed to the BANK 2018-BNK11 securitization trust, has an original principal balance of $63,000,000. The controlling Promissory Note A-3, which was contributed to the BANK 2018-BNK10 securitization trust, has an original principal balance of $94,000,000. The non-controlling Promissory Note A-2, which was contributed to the WFCM 2018-C43 securitization trust, has an original principal balance of $30,000,000. The non-controlling Promissory Note A-4, which was contributed to the Benchmark 2018-B2 securitization trust, has an original principal balance of $68,000,000. The non-controlling Promissory Note A-5, which was contributed to the GSMS 2018-GS9 securitization trust, has an original principal balance of $68,000,000. The non-controlling Promissory Note A-1-2 has an original principal balance of $17,000,000, is currently held by Wells Fargo Bank, National Association and is expected to be contributed to a future securitization trust or trusts. The mortgage loans evidenced by Promissory Notes A-1-2, A-2, A-3, A-4 and A-5 are collectively referred to herein as the “Apple Campus 3 Non-Serviced Pari Passu Companion Loans”. The Apple Campus 3 Whole Loan will be serviced pursuant to the pooling and servicing agreement for the BANK 2018-BNK10 securitization trust. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the Prospectus.

Apple Campus 3 Whole Loan Summary
Note	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
A-1-1	$63,000,000	$63,000,000	BANK 2018-BNK11	No
A-1-2	$17,000,000	$17,000,000	Wells Fargo Bank, N.A.	No
A-2	$30,000,000	$30,000,000	WFCM 2018-C43	No
A-3	$94,000,000	$94,000,000	BANK 2018-BNK10	Yes
A-4	$68,000,000	$68,000,000	Benchmark 2018-B2	No
A-5	$68,000,000	$68,000,000	GSMS 2018-GS9	No
Total	$340,000,000	$340,000,000

The Borrower and the Sponsor. The borrower is CW SPE LLC, a Delaware limited liability company and single purpose entity with two independent directors (the “Apple Campus 3 Borrower”). Legal counsel to the Apple Campus 3 Borrower delivered a non-consolidation opinion in connection with the origination of the Apple Campus 3 Whole Loan. The sponsor and the nonrecourse carve-out guarantor of the Apple Campus 3 Whole Loan is Paul Guarantor LLC.

Paul Guarantor LLC is 100% directly owned by the Jay Paul Revocable Living Trust dated November 9, 1999, as amended and restated in its entirety on March 19, 2010, and as further amended from time to time, for which Joseph K. Paul a/k/a Jay Paul, is trustee. Jay Paul is the founder of the Jay Paul Company, a privately held real estate firm based in San Francisco, California. Founded in 1975, Jay Paul Company concentrates on the acquisition, development, and management of commercial properties throughout California. Jay Paul Company has developed over 11.0 million square feet of institutional quality space, and since 2000, has closed on more than $12.0 billion in debt and equity financings.

The Property. The Apple Campus 3 Property is a class A LEED Platinum office campus totaling 882,657 square feet and located in Sunnyvale, California. Built in 2017 and situated on a 17.8-acre site, the Apple Campus 3 Property comprises three interconnected, four-story office buildings totaling approximately 849,000 square feet, an amenities facility, outdoor common area and a seven-story parking structure. The Apple Campus 3 Property is 100.0% leased to Apple Inc. (“Apple”; NYSE: AAPL) through February 2031, with two, seven-year extension options and no termination options. Apple took possession of the Apple Campus 3 Property on December 1, 2017 and is currently constructing its interior improvements. As of January 2018, Apple is expected to begin taking occupancy of its space at the Apple Campus 3 Property in September 2018. 

The interconnected office buildings within the Apple Campus 3 Property comprise Building A (308,659 square feet), Building B (269,997 square feet) and Building C (270,002 square feet), and the combined office floorplates average approximately 180,000 square feet. The amenities facility at the Apple Campus 3 Property totals approximately 34,000 square feet and is expected to serve as a cafeteria for Apple employees. Building A, Building B, the parking structure and the amenities building are collectively known as “Phase I” of the Apple Campus 3 Property; and Building C is known as “Phase 2”. Amenities at the Apple Campus 3 Property include a fitness/wellness center, coffee bar, general store, barber shop, bike repair shop, dry cleaning/laundry service and a conference center. Additional outdoor amenities at the Apple Campus 3 Property include a mini amphitheater situated in the center courtyard, outdoor seating, sport courts and athletic fields, bus/shuttle stops and green roof accessibility on the third floor of the office buildings.

According to the appraisal, as of 2016, Apple was the second largest employer in Sunnyvale, California, and the second largest space user in Silicon Valley. The Apple Campus 3 Property is situated approximately 3.5 miles north of both Apple Park and One Infinite Loop. Apple Park is Apple’s new 175-acre corporate headquarters campus, which comprises the 2.8 million square foot “spaceship” structure in addition to several associated research and development buildings. One Infinite Loop was originally developed as Apple’s headquarters in 1993 and totals approximately 850,000 square feet.

A-3-28

BANK 2018-BNK11 Apple Campus 3

The following table presents certain information relating to the sole tenant at the Apple Campus 3 Property:

Tenant Summary
Tenant Name	Credit Rating (Fitch/Moody's/S&P)(1)	Tenant SF	Approximate % of SF	Annual UW Rent(2)	% of Total Annual UW Rent	Annual UW Rent PSF(2)	Lease Expiration
Major Tenant
Apple(3)	NR/Aa1/AA+	882,657	100.0%	$42,675,300	100.0%	$48.35	2/28/2031(4)
Subtotal/Wtd. Avg.		882,657	100.0%	$42,675,300	100.0%	$48.35
Other Tenants		0	0.0%	$0	0.0%	$0.00
Vacant Space		0	0.0%	$0	0.0%	$0.00
Total/Wtd. Avg.		882,657	100.0%	$42,675,300	100.0%	$48.35

⁽¹⁾ The entity on the lease is Apple Inc., which is the rated entity.

⁽²⁾ Annual UW Rent PSF and Annual UW Rent reflect the average rent over the remaining lease term. Apple is currently in a free rent period, as outlined in the footnote below, and is required to begin paying rent of $41.28 per square foot on Phase I in February 2019 and Phase II in June 2019.

⁽³⁾ Apple has taken possession of its space and is currently constructing its interior improvements. Apple is currently in a free rent period for (i) Phase 1 (approximately 69.4% of its space) through and including December 2018 and (ii) Phase 2 (approximately 30.6% of its space) through and including May 2019. In January 2019, Apple has the right to pay reduced rent of approximately $6.93 per square foot on Phase I only. Through and including February 2018, Apple is required to pay reimbursements for utilities only, and commencing March 2018, the tenant will be required to pay reimbursements for utilities, operating expenses, taxes and insurance. All future rent credits and abatements under the Apple lease were reserved at the origination of the Apple Campus 3 Whole Loan (see “Escrows and Reserves” section).

⁽⁴⁾ Apple has two, 7-year renewal options at 95% of fair market value with 360 days’ written notice.

The following table presents certain information relating to the lease rollover schedule at the Apple Campus 3 Property:

Lease Rollover Schedule(1)
Year	# of Leases Rolling	SF Rolling	Annual UW Rent PSF Rolling	Approx. % of Total SF Rolling	Approx. Cumulative % of SF Rolling	Total UW Rent Rolling	Approx. % of Total Rent Rolling	Approx. Cumulative % of Total Rent Rolling
MTM	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2018	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2019	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2020	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2021	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2022	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2023	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2024	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2025	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2026	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2027	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2028	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2029 & Beyond	1	882,657	$48.35	100.0%	100.0%	$42,675,300	100.0%	100.0%
Vacant	0	0	$0.00	0.0%	100.0%	$0	0.0%	100.0%
Total/Wtd. Avg.	1	882,657	$48.35	100.0%		$42,675,300	100.0%

(1) Information is based on the underwritten rent roll.

The Market. The Apple Campus 3 Property is located in Sunnyvale, California near the intersection of Central Expressway and Wolfe Road. Sunnyvale is the seventh most populous city in the San Francisco Bay Area and one of the major cities comprising Silicon Valley. According to a third party market research report, as of the third quarter of 2017, the San Jose/Sunnyvale/Santa Clara metropolitan statistical area had an unemployment rate of 3.2% and reported an 8.9% GDP growth rate over the past five years, compared to an overall 2.4% growth rate for the United States.

The Apple Campus 3 Property is centrally located within 1.4 miles of two Santa Clara Valley Transportation Authority Light Rail stations (the Sunnyvale station in the Heritage District Downtown and the Lawrence Station in eastern Sunnyvale), 3.9 miles from the Downtown Mountain View Caltrain Station, and within close proximity to highways 101, 280, 237 and 85. According to a third-party market research report, the 2017 estimated population within a one-, three- and five-mile radius of the Apple Campus 3 Property was 26,490, 193,228, and 466,901, respectively; while the 2017 estimated average household income within the same radii was $121,630, $133,362, and $141,198, respectively.

According to a third-party market research report, as of the third quarter of 2017, the Sunnyvale submarket contained approximately 10.9 million square feet of office space exhibiting a vacancy rate of approximately 3.1% and an average asking rental rate of $64.44 per square foot, gross. The appraiser identified 15 comparable class A office properties totaling approximately 2.4 million square feet, which reported a 99.7% occupancy rate and average asking rents of $50.58 per square foot, triple net.

A-3-29

BANK 2018-BNK11 Apple Campus 3

The following table presents certain information relating to comparable office leases for the Apple Campus 3 Property:

Comparable Leases Summary
Property Name/Location	Year Built	Size SF	Total Occupancy	Tenant Name	Lease Date/Term	Lease Area (SF)	Annual In Place Rent PSF	Lease Type
Apple Campus 3 Property	2017	882,657	100%	Apple	Dec.  2017/ 13.25 Yrs	882,657	$41.28(1)	NNN
Moffett Towers II 905 11th Avenue Sunnyvale, CA	2016	350,663	100%	Lab 126	March 2017/ 10.0 Yrs	350,663	$47.40	NNN
Moffett Gateway 1225 Crossman Avenue Sunnyvale, CA	2016	298,924	100%	Google, Inc.	Nov. 2016/ 11.0 Yrs	298,924	$44.40	NNN
10900 Tantau Avenue Cupertino, CA	2008	102,540	100%	Panasonic	May 2017/ 5.0 Yrs	43,034	$51.00	NNN
Tree Farm 4440 El Camino Real Los Altos, CA	1999	96,562	100%	Toyota	March 2017/ 5.5 Yrs	96,562	$63.00	NNN
Moffett Tower II Bldg. 2 905 11th Avenue Sunnyvale, CA	2017	362,600	100%	Amazon	Dec. 2016/ 10.0 Yrs	362,600	$48.00	NNN

Source:Third party market research report

(1) Represents Apple’s rent payment on Phase I in February 2019 and Phase II in June 2019. Apple is currently in a free rent period for (i) Phase 1 (approximately 69.4% of its space) through and including December 2018 and (ii) Phase 2 (approximately 30.6% of its space) through and including May 2019. Through and including February 2018, Apple is required to pay reimbursements for utilities only, and commencing March 2018, the tenant will be required to pay reimbursements for utilities, operating expenses, taxes and insurance. All future rent credits and abatements under the Apple lease were reserved at the origination of the Apple Campus 3 Whole Loan (see “Escrows and Reserves” section). The tenant’s underwritten rent of $48.35 PSF represents the average rent over its remaining lease term.

Underwritten Net Cash Flow.The following table presents certain information relating to the Underwritten Net Cash Flow at the Apple Campus 3 Property:

Cash Flow Analysis(1)
	UW	UW PSF
Base Rent(2)	$42,675,300	$48.35
Total Recoveries	$3,981,816	$4.51
Other Income	$0	$0.00
Less Vacancy & Credit Loss	($466,571)(3)	($0.53)
Effective Gross Income	$46,190,545	$52.33
Total Operating Expenses	$4,804,932	$5.44
Net Operating Income	$41,385,613	$46.89
Replacement Reserves	$176,531	$0.20
Tenant Improvements	$0	$0.00
Leasing Commissions	$0	$0.00
Net Cash Flow	$41,209,082	$46.69
Occupancy %(3)	100.0%
NOI DSCR(4)	3.57x
NCF DSCR(4)	3.55x
NOI Debt Yield(4)	12.2%
NCF Debt Yield(4)	12.1%

(1) Historical operating statements are not *applicable, as the Apple Campus 3 Property was built in 2017.

(2) Base Rent reflects the average rent over the lease term (see “Tenant Summary” above).

(3) The underwritten economic vacancy is 1.0%. The Apple Campus 3 Property was 100.0% leased as of April 1, 2018.

(4) The debt service coverage ratios and debt yields are based on the Apple Campus 3 Whole Loan.

Escrows and Reserves. The Apple Campus 3 Borrower deposited at loan origination $42,706,326 for rent abatement periods, $2,979,839 for outstanding TI/LCs, and $93,750 for the estimated cost to complete outstanding punchlist items. The Apple Campus 3 Whole Loan documents provide for ongoing monthly escrows of $249,368 for real estate taxes. The Apple Campus 3 Whole Loan documents provide for additional reserves in the amount of 125% of any additional punchlist items received from Apple (following origination, an additional $506,100 was deposited due to additional punchlist items identified by Apple).

The Apple Campus 3 Whole Loan documents do not require ongoing monthly escrows for insurance premiums as long as (i) no event of default has occurred and is continuing; (ii) the Apple Campus 3 Borrower provides the lender with evidence that the Apple Campus 3 Property’s insurance coverage is included in a blanket policy and such policy is in full force and effect; and (iii) the Apple Campus 3 Borrower pays all applicable insurance premiums and provides the lender with evidence of renewals. The Apple Campus 3 Whole Loan documents do not require ongoing monthly escrows for replacement reserves as long as no Cash Trap Event Period (as defined in “Lockbox and Cash Management” below) has occurred and is continuing.

A-3-30

BANK 2018-BNK11 Apple Campus 3

Lockbox and Cash Management. The Apple Campus 3 Whole Loan requires a lender-controlled lockbox account, which is in place, and that the Apple Campus 3 Borrower directs the tenant to pay its rent directly into such lockbox account. The Apple Campus 3 Whole Loan documents also require that all rents received by the Apple Campus 3 Borrower or the property manager be deposited into the lockbox account within one business day of receipt. All funds in the lockbox account are required to be swept each business day into the cash management account controlled by the lender and disbursed on each payment date in accordance with the loan documents. Prior to the occurrence of a Cash Trap Event Period (as defined below), all excess funds are required to be distributed to the Apple Campus 3 Borrower. During a Cash Trap Event Period, all excess funds are required to be swept to a lender-controlled cash management account. During a Lease Sweep Period (as defined below), the Apple Campus 3 Borrower is required to make minimum monthly deposits of $1,838,869 into a leasing reserve (regardless of the amount of available excess cash flow).

A “Cash Trap Event Period” will commence upon the earlier of the following:

(i) the occurrence of an event of default under the Apple Campus 3 Whole Loan, the Apple Campus 3 Senior Mezzanine Loan or the Apple Campus 3 Junior Mezzanine Loan (see “Mezzanine Loan and Preferred Equity” section);

(ii) the occurrence of a Lease Sweep Period (as defined below);

(iii) the debt service coverage ratio based on the Apple Campus 3 Whole Loan falling below 1.85x (based on a hypothetical 30-year amortization period), or the debt service coverage ratio based on the Apple Campus 3 Total Debt (see “Mezzanine Loan and Preferred Equity” section) falling below 1.10x (based on a hypothetical 30-year amortization period) at the end of any calendar quarter; or

(iv) the ARD.

A Cash Trap Event Period will end upon the occurrence of the following:

● with regard to clause (i), the cure of such event of default;

● with regard to clause (ii), a Lease Sweep Period Cure Event (as defined below);

● with regard to clause (iii), the debt service coverage ratio based on the Apple Campus 3 Whole Loan (based on a hypothetical 30-year amortization schedule) being equal to 1.85x or greater, and the debt service coverage ratio based on the Apple Campus 3 Total Debt (based on a hypothetical 30-year amortization schedule) being equal to 1.10x or greater for two consecutive calculation dates; or

● with regard to clause (iv), the Apple Campus 3 Whole Loan being repaid in full.

A “Lease Sweep Period” will commence upon the earlier of the following (for clauses (i), (iii), (iv) and (v) below, the term ‘Apple’ includes any replacement tenant that occupies at least 75% of the space currently occupied by Apple):

(i) Apple cancels, terminates or gives notice of its intent to cancel or terminate its lease on at least 40,000 square feet;

(ii) Apple is no longer an Investment Grade Entity (as defined below);

(iii) Apple goes dark in 20% or more of its space; provided, however, that a Lease Sweep Period will not commence as long as Apple remains an Investment Grade Entity;

(iv) Apple defaults under its lease beyond any applicable notice and cure period; or

(v) Apple becomes insolvent or files for bankruptcy.

A “Lease Sweep Period Cure Event” will occur upon the following:

● with regard to clause (i), (a) a Qualified Re-Leasing Event (as defined below), or (b) total swept funds equating to $35.00 per square foot of such applicable space (or the Apple Campus 3 Borrower delivering to the lender an acceptable letter of credit in such amount);

● with regard to clauses (ii) or (iii), (a) a Qualified Re-Leasing Event, (b) Apple restoring its status as an Investment Grade Entity; (c) the applicable space being subleased to an Investment Grade Entity who has accepted delivery of the space and is paying unabated rent in an amount no less than the contract rate of the primary lease; or (d) total swept funds equating to $50.00 per square foot of (x) the Apple lease space with respect to clause (ii) and (y) the applicable space with respect to clause (iii) (or Apple Campus 3 Borrower delivering to the lender an acceptable letter of credit in such amount); provided, however, that once total swept funds in the leasing reserve equate to $35.00 per square foot of the applicable space, additional funds will be deposited into a debt service reserve account until such $50.00 per square foot cap is met;

● with regard to clause (iv), (a) the cure of such event of default and no other default occurring for a period of three consecutive months, or (b) total swept funds equating to $35.00 per square foot (or Apple Campus 3 Borrower delivering to the lender an acceptable letter of credit in such amount);

● with regard to clause (v), the bankruptcy or insolvency proceedings having terminated and the lease having been affirmed or assigned in a manner satisfactory to the lender.

An “Investment Grade Entity” means an entity that is rated ‘BBB-’, or equivalent, or higher by at least two of Fitch, Moody’s and S&P.

A “Qualified Re-Leasing Event” will occur upon one or more replacement tenants acceptable to lender executing leases covering at least 75% of the space currently occupied by Apple with (i) terms extending at least three years beyond the maturity date of the Apple Campus 3 Whole Loan (April 6, 2031); (ii) economic terms at least as favorable as those in the lease being replaced; (iii) such replacement tenants having taken possession of such space and paying full unabated rent or any such abatement has been reserved; (iv) and all tenant improvements and leasing commissions having been paid or reserved.

Additional Secured Indebtedness (not including trade debts).The Apple Campus 3 Property also secures the Apple Campus 3 Non-Serviced Pari Passu Companion Loans, which have an aggregate Cut-off Date principal balance of $277,000,000. The Apple Campus 3 Non-Serviced Pari Passu Companion Loans accrue interest at the same rate as the Apple Campus 3 Mortgage Loan. The Apple Campus 3 Mortgage Loan is entitled to payments of interest and principal on a pro rata and pari passu basis with the Apple Campus 3 Non-Serviced Pari Passu Companion Loans. The holders of the Apple Campus 3 Mortgage Loan and the Apple Campus 3 Non-Serviced Pari Passu Companion Loans have entered into a co-lender agreement which sets forth the allocation of collections on the Apple Campus 3 Whole Loan. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” in the Prospectus.

Mezzanine Loan and Preferred Equity. Wells Fargo Bank, National Association; Deutsche Bank AG, New York Branch; and Goldman Sachs Mortgage Company funded a $117,500,000 senior mezzanine loan (the “Apple Campus 3 Senior Mezzanine Loan”) to CW Mezz LLC (the “Apple Campus 3 Senior Mezzanine Loan Borrower”) and a $117,500,000 junior mezzanine loan (the “Apple Campus 3 Junior Mezzanine Loan”) to Central Wolfe LLC (the “Apple Campus 3 Junior Mezzanine Loan Borrower”)(collectively, the Apple Campus 3 Whole Loan, Apple Campus 3 Senior Mezzanine Loan and Apple Campus 3 Junior Mezzanine Loan are referred to herein as the “Apple Campus 3 Total Debt”). The Apple Campus 3 Senior Mezzanine loan has since been sold to Athene Annuity and Life Company American Equity Investment Life Insurance Company and Midland National Life Insurance Company and the Apple Campus 3 Junior Mezzanine Loan has since been sold to CPPIB Credit Investments II Inc. The Apple Campus 3 Senior

A-3-31

BANK 2018-BNK11 Apple Campus 3

Mezzanine Loan and the Apple Campus 3 Junior Mezzanine Loan are coterminous with the Apple Campus 3 Whole Loan and require interest-only payments. The Apple Campus 3 Senior Mezzanine Loan is secured by a pledge of the 100% interest of the Apple Campus 3 Senior Mezzanine Loan Borrower in the Apple Campus 3 Borrower, and the Apple Campus 3 Junior Mezzanine loan is secured by a pledge of the 100% interest of the Apple Campus 3 Junior Mezzanine Loan Borrower in the Apple Campus 3 Senior Mezzanine Loan Borrower. The Apple Campus 3 Senior Mezzanine Loan accrues interest at a fixed interest rate equal to 4.620% per annum (the “Senior Mezzanine Initial Interest Rate”), and the Apple Campus 3 Junior Mezzanine Loan accrues interest at a fixed interest rate equal to 6.000% per annum (the “Junior Mezzanine Initial Interest Rate”). In the event the Apple Campus 3 Senior Mezzanine Loan and/or the Apple Campus 3 Junior Mezzanine Loan are not repaid in full on or before the ARD, the applicable mezzanine borrower will be required to make interest payments based on an interest rate equal to the greater of (i) the Senior Mezzanine Initial Interest Rate or the Junior Mezzanine Initial Interest Rate, as applicable, plus 1.500% per annum, and (ii) the 10-year swap rate plus 1.500% per annum; provided, however, that upon the occurrence and continuance of an event of default, the interest rate will be equal to (1) the greater of (i) and (ii), plus (2) 5.000%. An intercreditor agreement is in place with respect to the Apple Campus 3 Whole Loan, the Apple Campus 3 Senior Mezzanine Loan and the Apple Campus 3 Junior Mezzanine Loan.

The following table presents certain information relating to the Apple Campus 3 Senior Mezzanine Loan and Apple Campus 3 Junior Mezzanine Loan:

Mezzanine Debt Summary
	Mezzanine Debt  Original Principal  Balance		Mezzanine Debt  Interest Rate	Original Term to ARD (mos.)	Original Amort.  Term (mos.)	Original IO  Term (mos.)	Total Debt UW  NCF DSCR	Total Debt UW  NOI Debt Yield	Total Debt Cutoff  Date LTV
Senior Mezzanine Loan		$117,500,000	4.6200%	120	0	120	2.41x	9.0%	59.1%
Junior Mezzanine Loan		$117,500,000	6.0000%	120	0	120	1.70x	7.2%	74.3%

Release of Property. Not permitted.

Right of First Offer.Apple has a right of first offer to purchase the Apple Campus 3 Property if the Apple Campus 3 Borrower markets the Apple Campus 3 Property for sale (the “Apple ROFO”). The Apple ROFO is not extinguished by foreclosure; however, the Apple ROFO does not apply to foreclosure or deed-in-lieu thereof.

Terrorism Insurance.The Apple Campus 3 Whole Loan documents require that the “all risk” insurance policy required to be maintained by the Apple Campus 3 Borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Apple Campus 3 Property, as well as business interruption insurance covering no less than the 24-month period following the occurrence of a casualty event, together with a 12-month extended period of indemnity. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus.

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A-3-33

BANK 2018-BNK11 One Dulles Tower

Mortgage Loan No. 4 – One Dulles Tower

A-3-34

BANK 2018-BNK11 One Dulles Tower

Mortgage Loan No. 4 – One Dulles Tower

A-3-35

BANK 2018-BNK11 One Dulles Tower

Mortgage Loan No. 4 – One Dulles Tower

Mortgage Loan Information				Property Information
Mortgage Loan Seller:	WFB			Single Asset/Portfolio:	Single Asset
Original Balance(1):	$63,000,000			Location:	Herndon, VA 20171
Cut-off Date Balance(1):	$63,000,000			General Property Type:	Office
% of Initial Pool Balance:	9.2%			Detailed Property Type:	Suburban
Loan Purpose:	Acquisition			Title Vesting:	Fee
Sponsor:	HGGP Capital VIII, LLC; HGGP Capital IX, LLC; HGGP Capital X, LLC; HGGP Capital XI, LLC; HGGP Capital XII, LLC			Year Built/Renovated:  Size:	2002/2018  403,622 SF
Mortgage Rate:	3.9860%			Cut-off Date Balance per SF(1):	$377
Note Date:	2/28/2018			ARD Balance per SF(1):	$377
First Payment Date:	4/11/2018			Property Manager:	Harbor Group Management Co.,
Anticipated Repayment Date(2):	3/11/2028				LLC (borrower related)
Maturity Date(2):	9/30/2029
Original Term to ARD:	120 months
Original Amortization Term:	0 months			Underwriting and Financial Information
IO Period:	120 months			UW NOI:	$13,412,732
Seasoning:	1 month			UW NOI Debt Yield(1):	8.8%
Prepayment Provisions(3):	LO (25); DEF (91); O (4)			UW NOI Debt Yield at ARD(1):	8.8%
Lockbox/Cash Mgmt Status:	Hard/In Place			UW NCF DSCR(1):	2.17x
Additional Debt Type(1)(4):	Pari Passu			Most Recent NOI(6):	N/A
Additional Debt Balance(1)(4):	$89,000,000			2nd Most Recent NOI(6):	N/A
Future Debt Permitted (Type):	No (N/A)			3rd Most Recent NOI(6):	N/A
Reserves(5)				Most Recent Occupancy:	100.0% (4/1/2018)
Type	Initial	Monthly	Cap	2nd Most Recent Occupancy(6):	N/A
Taxes:	$405,537	$135,179	N/A	3rd Most Recent Occupancy(6):	N/A
Insurance:	$0	Springing	N/A	Appraised Value (as of)(7):	$212,500,000 (1/18/2018)
Replacement Reserves:	$0	Springing	N/A	Cut-off Date LTV Ratio(1)(7):	71.5%
TI/LC Reserves:	$0	Springing	N/A	ARD LTV Ratio(1)(7):	71.5%
Rent Concession Reserve:	$15,974,928	$0	N/A
Existing TI/LC Reserve:	$26,466,135	$0	N/A

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount:	$152,000,000	64.3%	Purchase Price:	$226,000,000	95.7%
Borrower Sponsor Equity:	$84,255,427	35.7%	Reserves:	$42,846,600	18.1%
			Seller Tenant Improvement Allowance Credit(8):	($26,466,136)	(11.2%)
			Other Seller Credit(9):	($16,660,323)	(7.1%)
			Closing costs:	$10,535,285	4.5%
Total Sources:	$236,255,427	100.0%	Total Uses:	$236,255,427	100.0%

(1) The One Dulles Tower Mortgage Loan (as defined below) is part of the One Dulles Tower Whole Loan (as defined below), which is comprised of two pari passu notes with an aggregate original principal balance of $152,000,000. The Cut-off Date Balance per SF, ARD Balance per SF, UW NOI Debt Yield, UW NOI Debt Yield at ARD, UW NCF DSCR, Cut-off Date LTV Ratio and ARD LTV Ratio numbers presented are based on the One Dulles Tower Whole Loan.

(2) The One Dulles Tower Mortgage Loan has an anticipated repayment date of March 11, 2028 and a final maturity date of September 30, 2029. See “The Mortgage Loan” for further discussion of the ARD.

(3) Defeasance of the One Dulles Tower Whole Loan is permitted at any time after the earlier of (i) April 11, 2021 and (ii) two years from the closing date of the securitization that includes the last pari passu note of the One Dulles Tower Whole Loan to be securitized. The assumed lockout period of 25 payments is based on the closing date of this transaction in April 2018.

(4) See “The Mortgage Loan” and “Additional Secured Indebtedness (not including trade debts)” below for a discussion of the additional debt.

(5) See “Escrows and Reserves” below for further discussion of reserve requirements.

(6) Historical occupancy and financial information is not available as the borrower sponsor recently acquired the One Dulles Tower Property (as defined below) and such information was not provided by the seller.

(7) The Appraised Value, Cut-off Date LTV Ratio and ARD LTV Ratio are based on the appraiser’s Market Value as if Stabilized, which assumes that contractual tenant improvement and leasing commission (“TI/LC”) obligations have been fulfilled and there is no outstanding free rent. The One Dulles Tower Borrower (as defined below) deposited upfront reserves totaling $42,441,063 for such contractual TI/LC obligations and free rent (see “Escrows and Reserves” below). The appraiser concluded to an as-is Appraised Value is $189,800,000 (as of January 18, 2018), which would result in a Cut-off Date LTV Ratio of 80.1% and ARD LTV Ratio of 80.1%. The appraiser also concluded to a Hypothetical Market Value (Go Dark Value) of $127,600,000 as of January 1, 2020, which assumes the completion of all tenant improvement work associated with the Amazon lease.

(8) Represents outstanding tenant improvements related to Amazon Web Services.

(9) Represents Estimated 2018 Unpaid Real Estate Taxes ($247,556), 2018 Real Estate Tax Credit ($394,261) and Income Support ($16,018,506).

A-3-36

BANK 2018-BNK11 One Dulles Tower

The Mortgage Loan. The fourth largest mortgage loan (the “One Dulles Tower Mortgage Loan”) is part of a whole loan (the “One Dulles Tower Whole Loan”) evidenced by two pari passu promissory notes (Notes A-1 and A-2) in the aggregate original principal amount of $152,000,000 which are secured by a first priority fee mortgage encumbering a 403,622 square foot, 13-story, class A, single-tenant office building located in Herndon, Virginia (the “One Dulles Tower Property”).

The One Dulles Tower Whole Loan has an anticipated repayment date of March 11, 2028 (the “ARD”) and a maturity date of September 30, 2029. Prior to the ARD, the One Dulles Tower Whole Loan accrues interest at a fixed rate of 3.9860% (the “Initial Interest Rate”) and requires payments of interest only through the ARD. In the event the One Dulles Tower Whole Loan is not repaid in full on or before the ARD, the One Dulles Tower Borrower will be required to make interest payments based on an interest rate equal to 3.50% plus the greater of (a) the Initial Interest Rate and (b) the sum of (1) the 10-year treasury rate, (2) the mid market 10-year swap spread and (3) 1.64% (the “Adjusted Interest Rate”). The ARD automatically triggers a Cash Trap Event Period (see“Lockbox and Cash Management” section) whereby all excess cash flow after payment of debt service, budgeted operating expenses and required deposits to reserves is required to be used to pay down the principal balance of the One Dulles Tower Whole Loan. From and after the ARD, the portion of interest in excess of the Initial Interest Rate will not be included in the monthly debt service payment, but rather shall accrue and is payable once the principal balance of the One Dulles Tower Whole Loan is paid in full. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—ARD Loans” in the Prospectus.

The non-controlling promissory Note A-1 in the original principal amount of $63,000,000 represents the One Dulles Tower Mortgage Loan and will be included in the BANK 2018-BNK11 securitization trust. The controlling promissory Note A-2 in the original principal amount of $89,000,000 (the “One Dulles Tower Pari Passu Companion Loan”), is currently held by Wells Fargo Bank, National Association and is expected to be contributed to a future securitization trust or trusts. The One Dulles Tower Mortgage Loan will initially be serviced pursuant to the pooling and servicing agreement for the BANK 2018-BNK11 securitization trust, and from and after the securitization of the controlling Note A-2, will be serviced pursuant to the pooling and servicing agreement for the securitization to which Note A-2 is contributed. See “Description of the Mortgage Pool—The Whole Loans— The Serviced Pari Passu Whole Loans” and “—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the Prospectus. The proceeds of the One Dulles Tower Whole Loan, along with cash equity from the One Dulles Tower Borrower, were primarily used to acquire the One Dulles Tower Property, fund reserves and pay closing costs.

One Dulles Tower Whole Loan Summary
Note	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
A-1	$63,000,000	$63,000,000	BANK 2018-BNK11	No
A-2	$89,000,000	$89,000,000	Wells Fargo Bank, N.A.	Yes
Total	$152,000,000	$152,000,000

The Borrowers and the Sponsors. The borrowers comprise five tenants in common: One Dulles Associates, LLC; Madison One Dulles, LLC; EF One Dulles, LLC; FF One Dulles, LLC; and 255 West One Dulles, LLC (collectively, the “One Dulles Tower Borrower”), each a Delaware limited liability company and single purpose entity with two independent directors. Legal counsel to the One Dulles Tower Borrower delivered a non-consolidation opinion in connection with the origination of the One Dulles Tower Whole Loan. The sponsors and the nonrecourse carve-out guarantors of the One Dulles Tower Whole Loan comprise five limited liability companies related to Harbor Group International: HGGP Capital VIII, LLC; HGGP Capital IX, LLC; HGGP Capital X, LLC; HGGP Capital XI, LLC; and HGGP Capital XII, LLC.

Harbor Group International is a privately held real estate firm based in Norfolk, Virginia. Founded in 1981, Harbor Group International provides international real estate management and investment services. As of March 2018, Harbor Group International owned and managed more than 193 commercial real estate assets, 30,000 multifamily units, and 4.8 million square feet of commercial space.

The Property. The One Dulles Tower Property comprises a 13-story, LEED Silver, class A office building totaling 403,622 square feet and located in Herndon, Virginia, approximately four miles east of the Washington Dulles International Airport (“Dulles Airport”). The One Dulles Tower Property is situated atop a large fiber optic “backbone” line and has direct access to a “dark fiber” (high-capacity fiber optic infrastructure that is run on a private network rather than by an internet service provider) trunk line, enabling high data use throughout the building. The One Dulles Tower Property, which was built in 2002 and previously occupied by Booz Allen Hamilton through 2015, underwent an approximately $11.1 million renovation from 2016 to 2017, which included a new building lobby/entryway, fitness center, conference center, elevator cabs, restrooms, and garage resurfacing. The One Dulles Tower Property contains a dedicated 6-story parking structure totaling 1,590 spaces, resulting in a parking ratio of 3.9 spaces per 1,000 square feet of rentable area.

As of April 1, 2018, the One Dulles Tower Property was 100.0% leased to Amazon Fulfillment Services, Inc. with Amazon.com Inc. (“Amazon”; NYSE: AMZN; rated Baa1/AA- by Moody’s/S&P, respectively) as lease guarantor. Amazon provides a $53,600,646 lease guaranty, which is reduced monthly, to a minimum of $26,907,558 in August 2024. Amazon’s 12-year lease commenced on October 1, 2017 and has an expiration date of September 30, 2029 with four, 5-year renewal options. The One Dulles Tower Property is expected to serve as the east coast headquarters for Amazon Web Services (“AWS”), which is a secure cloud services platform offering more than 70 services for computation, storage, databases, analytics, mobile, Internet of Things, and enterprise applications. As of January 31, 2018, AWS had more than one million active customers throughout 190 countries across various sectors including web applications, big data, storage, media and gaming, and healthcare and life sciences. Notable customers currently running web applications on AWS include Expedia, Netflix, Coursera, and Unilever. As of the fourth quarter of 2017, AWS’ operating income reportedly grew by 39% from the previous year to $4.3 billion, which equates to approximately 105% of the total operating income for Amazon.com Inc. (due to an operating loss in a different segment of the parent company). The One Dulles Tower Property is expected to be primarily used by AWS for general office, research & development and training and testing related to software, hardware and electronic components.

The One Dulles Tower Property comprises two premises: “Tier 1” comprises floors 1-7, totaling 209,420 square feet, and “Tier 2” comprises floors 8-13, totaling 194,202 square feet. As of April 1, 2018, Amazon was in occupancy of Tier 1 and was constructing its interior improvements in Tier 2 with an expected completion date of May 2018. Amazon is required to commence rent payments on Tier 1 and Tier 2 in October 2018 and January 2020, respectively. Approximately $15,974,928 was reserved for rent abatement periods at origination of the One Dulles Tower Whole Loan (See“Escrows and Reserves” below).

A-3-37

BANK 2018-BNK11 One Dulles Tower

The following table presents certain information relating to the tenancy at the One Dulles Tower Property:

Tenant Summary
Tenant Name	Credit Rating (Fitch/Moody's/S&P)(1)	Tenant SF	Approximate % of SF	Annual UW Rent	% of Total Annual UW Rent	Annual UW Rent PSF	Lease Expiration
Major Tenant
Amazon(2)	NR/Baa1/AA-	403,622	100.0%	$16,537,837(3)	100.0%	$40.97(3)	9/30/2029(4)(5)
Subtotal/Wtd. Avg.		403,622	100.0%	$16,537,837	100.0%	$40.97
Vacant Space		0	0.0%	$0	0.0%	$0.00
Total/Wtd. Avg.		403,622	100.0%	$16,537,837	100.0%	$40.97

(1) The lease guarantor is Amazon.com Inc., which is the rated entity. Amazon provides a $53,600,646 lease guaranty, which is reduced monthly, to a minimum of $26,907,558 in August 2024.

(2) Amazon is currently in occupancy of Tier 1, and is currently constructing its interior improvements on Tier 2 with an expected completion date of May 2018 (see“The Property”section for definitions of Tier 1 and Tier 2).

(3) Annual UW Rent and Annual UW Rent PSF reflect the average rent through the ARD. Amazon is currently in a free rent period for (i) Tier 1 (approximately 51.9% of its space) through and including September 2018 and (ii) Tier 2 (approximately 48.1% of its space) through and including December 2019. Amazon is required to begin paying Annual UW Rent PSF of $36.37 on Tier 1 in October 2018 and $37.32 on Tier 2 in January 2020. Approximately $15,974,928 was reserved at origination of the One Dulles Tower Whole Loan with respect to rent abatement periods (See“Escrows and Reserves” section).

(4) Amazon has four, 5-year renewal options at fair market value with 16 months’ notice.

(5) Amazon has a one-time contraction option of any contiguous floors within Tier 2 (floors 8-13), beginning with the 13th floor and moving down, effective on April 30, 2028 with 15 months’ notice and payment of a fee equal to $25.05 per square foot of contracted space, of which 50% will be due within 60 days of the delivery of the contraction notice and the remaining 50% will be due on the effective date.

The following table presents certain information relating to the lease rollover schedule at the One Dulles Tower Property: 

Lease Rollover Schedule(1)(2)
Year	# of Leases Rolling	SF Rolling	Annual UW Rent PSF Rolling	Approx. % of Total SF Rolling	Approx. Cumulative % of SF Rolling	Total UW Rent Rolling	Approx. % of Total Rent Rolling	Approx. Cumulative % of Total Rent Rolling
MTM	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2018	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2019	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2020	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2021	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2022	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2023	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2024	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2025	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2026	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2027	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2028	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2029 & Beyond	1	403,622	$40.97	100.0%	100.0%	$16,537,837	100.0%	100.0%
Vacant	0	0	$0.00	0.0%	100.0%	$0	0.0%	100.0%
Total/Wtd. Avg.	1	403,622	$40.97	100.0%		$16,537,837	100.0%

(1) Information is based on the underwritten rent roll.

(2) Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the lease rollover schedule.

The Market. The One Dulles Tower Property is located in Herndon, Virginia, approximately four miles east of the Dulles Airport and 25 miles northwest of Washington D.C. Situated at the intersection of Routes 267 and 657, the One Dulles Tower Property is less than one mile from two planned public transportation stations along the Silver Line Metrorail, which are anticipated for completion in 2020. Upon completion, the Silver Line is expected to provide access between Dulles Airport and Washington, D.C.

The One Dulles Tower Property is located along Route 267 (Dulles Toll Road), within the Dulles Technology Corridor, which comprises over 30,000 research-, technological-, and development-related companies and a concentration of telecom and satellite companies. According to the appraisal, the Dulles Technology Corridor provides approximately 380,000 jobs, or 27% of total employment in Fairfax County. Furthermore, according to a news publication, an estimated 70% of global internet traffic passes through the corridor daily. The One Dulles Tower Property is located in the Woodland Park neighborhood, which offers tenant amenities including restaurants, various retail options, and residential developments including Woodland Park Crossing, Worldgate Centre and Waterview at Woodland Park. Woodland Park Crossing is a 137,038 square foot mixed use community shopping center less than one mile southeast of the One Dulles Tower Property anchored by a Harris Teeter Grocery store with additional tenants including Panera Bread, Starbucks, Manhattan Pizza and Capital One Bank. Worldgate Centre is a 229,568 square foot lifestyle center featuring a 9-screen AMC movie theatre and a Sport&Health facility, located a half mile north of the One Dulles Tower Property. Waterview at Woodland Park is a planned residential development anticipated to open in May of 2018 that is expected to include 383 apartments and townhomes located on the opposite side of the lake behind the One Dulles Tower Property. According to a third-party market research report, the 2017 estimated population within a three- and five-mile radius of the One Dulles Tower Property was 112,706, and 217,098, respectively; while the 2017 estimated median household income within the same radii was $113,548, and $117,335, respectively.

According to the appraisal, the One Dulles Tower Property is located within the Dulles Corridor submarket of the Washington, D.C. office market. As of the fourth quarter of 2017, the submarket contained approximately 58.1 million square feet of office space exhibiting a vacancy rate of approximately 

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BANK 2018-BNK11 One Dulles Tower

15.3%. The appraiser identified 10 comparable office properties totaling approximately 2.2 million square feet, with a weighted average occupancy rate of 95.9% and average asking rent of $36.57 per square foot, full service. Each of the 10 comparable properties contains large block space with the largest tenant occupying greater than 30,000 SF and was built in 2000 or later.

The following table presents certain information relating to comparable office leases for the One Dulles Tower Property:

Comparable Leases Summary
Property Name/Location	Year Built	Size SF	Total Occupancy	Tenant Name	Lease Date/Term	Lease Area (SF)	Annual In Place Rent PSF	Lease Type
One Dulles Tower Property	2002	403,622	100%	Amazon	Oct.  2017/ 12.0 Yrs	403,622	$36.37(1)	Full Service
Monument III  12930 Worldgate Dr.  Herndon, VA	2006	193,138	62.2%	Serco	Dec. 2017/ 11.0 Yrs	83,308	$33.00	Full Service
Summit at Reston 1 & 2  2000-2002 Edmund Halley  Reston, VA	1988	293,606	100%	Noblis Inc.	Jan. 2017/ 12.0 Yrs	155,048	$29.00	Full Service
Dulles Station West  2300 Dulles Station Blvd.  Herndon, VA	2007	177,712	94.8%	National Student	Sep. 2016/ 17.8 Yrs	45,165	$37.41	Full Service
Confidential	1998	323,243	N/A	Confidential	Aug. 2016/ 11.0 Yrs	32,481	$35.50	Full Service
John Marshall Building  8283 Greensboro Dr.  McLean, VA	1996	223,000	100%	Booz Allen Hamilton	Feb. 2016/ 10.0 Yrs	222,989	$32.00	Full Service
Confidential	2000	184,887	N/A	Confidential	Aug. 2015/ 5.0 Yrs	182,867	$34.00	Full Service

Source:Appraisal and third party reports

(1) Represents Amazon’s rent payment on Tier 1 commencing in October 2018 (Amazon is required to commence paying rent of $37.32 PSF on Tier 2 in January 2020). Amazon is currently in a free rent period for (i) Tier 1 (approximately 51.9% of its space) through and including September 2018 and (ii) Tier 2 (approximately 48.1% of its space) through and including December 2019. Approximately $15,974,928 was reserved at origination of the One Dulles Tower Whole Loan with respect to rent abatement periods (See“Escrows and Reserves”section). The tenant’s underwritten rent of $40.97 PSF represents the average rent through the ARD.

Underwritten Net Cash Flow.The following table presents certain information relating to the Underwritten Net Cash Flow at the One Dulles Tower Property:

Cash Flow Analysis(1)
	UW	UW PSF
Base Rent(2)	$16,537,837	$40.97
Total Recoveries	$405,102	$1.00
Other Income	$0	$0.00
Less Vacancy & Credit Loss	($165,378)(3)	($0.41)
Effective Gross Income	$16,777,561	$41.57
Total Operating Expenses	$3,364,829	$8.34
Net Operating Income	$13,412,732	$33.23
Replacement Reserves	$80,725	$0.20
Tenant Improvements	$0	$0.00
Leasing Commissions	$0	$0.00
Net Cash Flow	$13,332,007	$33.03
Occupancy %(3)	99.0%
NOI DSCR(4)	2.18x
NCF DSCR(4)	2.17x
NOI Debt Yield(4)	8.8%
NCF Debt Yield(4)	8.8%

(1) Historical operating statements and occupancy are not available as the borrower sponsor recently acquired the One Dulles Tower Property and such information was not provided by the seller.

(2) Base Rent reflects Amazon’s average rent through the ARD (see“Tenant Summary”above).

(3) The underwritten economic vacancy is 1.0%. The One Dulles Tower Property was 100.0% leased as of April 1, 2018.

(4) The debt service coverage ratios and debt yields are based on the One Dulles Tower Whole Loan.

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BANK 2018-BNK11 One Dulles Tower

Escrows and Reserves. The One Dulles Tower Borrower deposited into escrow at loan origination $405,537 for real estate taxes, $15,974,928 for rent abatement periods and $26,466,135 for outstanding TI/LCs related to Amazon. The One Dulles Tower Whole Loan documents provide for ongoing monthly escrows of $135,179 for real estate taxes.

The One Dulles Tower Whole Loan documents do not require ongoing monthly escrows for insurance premiums as long as (i) no event of default has occurred and is continuing; (ii) the One Dulles Tower Borrower provides the lender with evidence that the One Dulles Tower Property’s insurance coverage is included in a blanket policy and such policy is in full force and effect; and (iii) the One Dulles Tower Borrower pays all applicable insurance premiums and provides the lender with evidence of renewals. The One Dulles Tower Whole Loan documents do not require ongoing monthly escrows for replacement reserves or leasing reserves as long as no Cash Trap Event Period (as defined below) has occurred and is continuing. Upon the continuance of a Cash Trap Event Period, ongoing replacement and leasing reserves are required in an amount equal to $6,727 and $50,453, respectively.

Lockbox and Cash Management. The One Dulles Tower Whole Loan requires a lender-controlled lockbox account, which is already in-place, and that the One Dulles Tower Borrower direct the tenant to pay its rent directly into such lockbox account. The One Dulles Tower Whole Loan documents also require that all rents received by the One Dulles Tower Borrower or the property manager be deposited into the lockbox account within one business day of receipt. All funds in the lockbox account are required to be swept each business day into the cash management account controlled by the lender and disbursed on each payment date in accordance with the loan documents. Prior to the occurrence of a Cash Trap Event Period, all excess funds are required to be distributed to the One Dulles Tower Borrower. During a Cash Trap Event Period, all excess funds are required to be swept to an excess cash flow subaccount controlled by the lender.

A “Cash Trap Event Period” will commence upon the earlier of the following: 

(i) the occurrence of an event of default;

(ii) the occurrence of a Lease Sweep Period (as defined below); or

(iii) the debt service coverage ratio falling below 1.25x (based on a hypothetical 30-year amortization period) at the end of any calendar quarter.

A Cash Trap Event Period will end upon the occurrence of the following:

● with regard to clause (i), the cure of such event of default;

● with regard to clause (ii), a Lease Sweep Period Cure Event (as defined below); or

● with regard to clause (iii), the debt service coverage ratio (based on a hypothetical 30-year amortization schedule) being equal to or greater than 1.25x for two consecutive calendar quarters.

A “Lease Sweep Period” will commence upon the earlier of the following (for clauses (i), (ii), (iii), (iv) and (vi) below, the term ‘Amazon’ includes any replacement tenant leasing, subleasing, or otherwise occupying the space currently occupied by Amazon): 

(i) Amazon surrenders, cancels, terminates or gives notice of its intent to surrender, cancel or terminate any material portion of its space;

(ii) Amazon vacates greater than 20.0% of its space;

(iii) Amazon goes dark or gives notice to go dark in 50% or more of its space at any time on or after the April 2021 payment date;

(iv) Amazon becomes insolvent or files for bankruptcy;

(v) Amazon is no longer an Investment Grade Entity (as defined below); or

(vi) Amazon exercises its option to contract its space pursuant to its lease (see“Tenant Summary” above).

A “Lease Sweep Period Cure Event” will occur upon the following: 

● with regard to clauses (i), (ii), (iii) or (vi), a Qualified Re-Leasing Event (as defined below);

● with regard to clause (iv), the bankruptcy or insolvency proceedings having terminated and the lease having been affirmed or assigned in a manner satisfactory to the lender; or

● with regard to clause (v), Amazon restoring its status as an Investment Grade Entity.

An “Investment Grade Entity” means an entity that is rated ‘BBB-’, or equivalent, or higher by at least two of Fitch, Moody’s and S&P.

A “Qualified Re-Leasing Event” will occur upon one or more replacement tenants acceptable to lender executing leases covering all of the space leased to Amazon as of the loan closing date with (i) an initial term of no less than 10 years; (ii) market terms with respect to base rent, additional rent and recoveries and tenant improvements; (iii) such replacement tenants having taken possession of such space, commencing normal business operations and paying full unabated rent or any such abatement has been reserved; and (iv) all tenant improvements and leasing commissions having been paid or reserved.

Additional Secured Indebtedness (not including trade debts).The One Dulles Tower Property also secures the One Dulles Tower Pari Passu Companion Loan, which has a Cut-off Date principal balance of $89,000,000. The One Dulles Tower Pari Passu Companion Loan accrues interest at the same rate as the One Dulles Tower Mortgage Loan. The One Dulles Tower Mortgage Loan is entitled to payments of interest and principal on a pro rata and pari passu basis with the One Dulles Tower Serviced Pari Passu Companion Loan. The holders of the One Dulles Tower Mortgage Loan and the One Dulles Tower Pari Passu Companion Loan have entered into a co-lender agreement, which sets forth the allocation of collections on the One Dulles Tower Whole Loan. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and“—The Non-Serviced Pari Passu Whole Loans”in the Prospectus.

Mezzanine Loan and Preferred Equity. Not permitted.

Release of Property. Not permitted.

Terrorism Insurance.The One Dulles Tower Whole Loan documents require that the “all risk” insurance policy required to be maintained by the One Dulles Tower Borrower provide coverage for terrorism in an amount equal to the full replacement cost of the One Dulles Tower Property, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a 6-month extended period of indemnity. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus.

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BANK 2018-BNK11 Airport Business Center

Mortgage Loan No. 5 – Airport Business Center

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BANK 2018-BNK11 Airport Business Center

Mortgage Loan No. 5 – Airport Business Center

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BANK 2018-BNK11 Airport Business Center

Mortgage Loan No. 5 – Airport Business Center

 

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BANK 2018-BNK11 Airport Business Center

Mortgage Loan No. 5 – Airport Business Center

Mortgage Loan Information				Property Information
Mortgage Loan Seller:	WFB			Single Asset/Portfolio:	Single Asset
Original Balance(1):	$53,000,000			Location:	Irvine, CA 92614
Cut-off Date Balance(1):	$53,000,000			General Property Type:	Industrial
% of Initial Pool Balance:	7.7%			Detailed Property Type:	Flex
Loan Purpose:	Refinance			Title Vesting:	Fee
Sponsor:	DK Properties, L.P.			Year Built/Renovated:	1969/2005
Mortgage Rate:	4.3750%			Size:	1,170,571 SF
Note Date:	1/24/2018			Cut-off Date Balance per SF(1):	$128
First Payment Date:	3/7/2018			Maturity Date Balance per SF(1):	$128
Maturity Date:	2/7/2028			Property Manager:	Koll Industrial Properties, LLC (borrower-related)
Original Term:	120 months
Original Amortization Term:	0 months			Underwriting and Financial Information
IO Period:	120 months			UW NOI:	$14,666,817
Seasoning:	2 months			UW NOI Debt Yield(1):	9.8%
Prepayment Provisions(2):	LO (26); DEF (90); O (4)			UW NOI Debt Yield at Maturity(1):	9.8%
Lockbox/Cash Mgmt Status:	Hard/In Place			UW NCF DSCR(1):	2.12x
Additional Debt Type(3):	Pari Passu/Mezzanine			Most Recent NOI:	$13,635,662 (10/31/17 TTM)
Additional Debt Balance(3):	$97,000,000/$20,000,000			2nd Most Recent NOI:	$12,904,375 (12/31/2016)
Future Debt Permitted (Type):	No (N/A)			3rd Most Recent NOI:	$12,153,147 (12/31/2015)
Reserves(4)				Most Recent Occupancy:	96.8% (1/31/2018)
Type	Initial	Monthly	Cap	2nd Most Recent Occupancy:	97.0% (12/31/2016)
Taxes:	$52,146	$52,144	N/A	3rd Most Recent Occupancy:	96.0% (12/31/2015)
Insurance:	$31,883	$17,474	N/A	Appraised Value (as of)(5):	$244,600,000 (12/13/2017)
Replacement Reserves:	$0	$21,418	$525,000	Cut-off Date LTV Ratio(1):	61.3%
TI/LC Reserves:	$0	$73,015	N/A	Maturity Date LTV Ratio(1):	61.3%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount:	$150,000,000	88.2%	Loan Payoff(6):	$166,738,568	98.1%
Mezzanine debt(2):	$20,000,000	11.8%	Upfront reserves:	$84,029	0.0%
			Closing costs:	$1,652,636	1.0%
			Return of equity:	$1,524,767	0.9%
Total Sources:	$170,000,000	100.0%	Total Uses:	$170,000,000	100.0%

(1) The Airport Business Center Mortgage Loan (as defined below) is part of the Airport Business Center Whole Loan (as defined below), which is comprised of three pari passu notes with an aggregate original principal balance of $150,000,000. All statistical information related to the Cut-off Date Balance per SF, Maturity Date Balance per SF, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio numbers are based solely on the Airport Business Center Whole Loan. The equity interest in the Airport Business Center Borrower (as defined below) has been pledged to secure mezzanine indebtedness with an original principal balance of $20,000,000. As of the Cut-off Date, the UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio based on the Airport Business Center Total Debt (as defined below) are 8.6%, 8.6%, 1.74x, 69.5% and 69.5%, respectively.

(2) Defeasance of the Airport Business Center Whole Loan is permitted at any time after the earlier of (i) July 7, 2021 and (ii) two years from the closing date of the securitization that includes the last pari passu note of the Airport Business Center Whole Loan to be securitized. The assumed lockout period of 26 payments is based on the closing date of this transaction in April 2018.

(3) See “The Mortgage Loan”, “Additional Secured Indebtedness (not including trade debts)” and “Mezzanine Loan and Preferred Equity” for a discussion of additional debt.

(4) See“Escrows and Reserves”below for further discussion of reserve requirements.

(5) The appraiser concluded to a land value of $158,500,000 as of December 13, 2017.

(6) The Airport Business Center Property was previously securitized in the MSBAM 2014-C19 transaction. Loan payoff includes the existing senior loan ($138,323,068) and existing mezzanine loan ($28,415,500).

The Mortgage Loan. The fifth largest mortgage loan (the “Airport Business Center Mortgage Loan”) is part of a whole loan (the “Airport Business Center Whole Loan”) evidenced by threepari passu promissory notes in the aggregate original principal amount of $150,000,000 which are secured by a first priority fee mortgage encumbering an industrial flex business park located in Irvine, California (the “Airport Business Center Property”).

The controlling promissory Note A-1 in the original principal balance of $53,000,000 represents the Airport Business Center Mortgage Loan and will be included in the BANK 2018-BNK11 securitization trust. Promissory Note A-2 in the original principal balance of $50,000,000 was contributed to the WFCM 2018-C43 securitization trust. Promissory Note A-3, which has an original principal balance of $47,000,000 is currently held by Wells Fargo Bank, National Association and is expected to be contributed to a future securitization trust. Promissory Notes A-2 and A-3, in the aggregate original principal amount of $97,000,000, collectively represent thepari passucompanion loans (the “Airport Business Center Serviced Pari Passu Companion Loans”). The Airport Business Center Whole Loan will be serviced pursuant to the pooling and servicing agreement for the BANK 2018-BNK11 securitization trust. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the Prospectus. The proceeds of the Airport Business Center Whole Loan, in addition to a $20,000,000 mezzanine loan (see “Mezzanine Loan and Preferred Equity” below), were primarily used to refinance previous debt totaling $166,738,568 secured by the Airport Business Center Property, return equity of $1,524,767 to the Airport Business Center Borrower (as defined below), fund reserves and pay closing costs.

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BANK 2018-BNK11 Airport Business Center

Airport Business Center Whole Loan Summary
Note	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
A-1	$53,000,000	$53,000,000	BANK 2018-BNK11	Yes
A-2	$50,000,000	$50,000,000	WFCM 2018-C43	No
A-3	$47,000,000	$47,000,000	Wells Fargo Bank, N.A.	No
Total	$150,000,000	$150,000,000

The Borrower and the Sponsor. The borrower is AIC Owner, LLC (the “Airport Business Center Borrower”), a Delaware limited liability company and single purpose entity with two independent directors. Legal counsel to the Airport Business Center Borrower delivered a non-consolidation opinion in connection with the origination of the Airport Business Center Whole Loan. The sponsor and the nonrecourse carve-out guarantor of the Airport Business Center Whole Loan is DK Properties, L.P.

DK Properties, L.P. is an affiliate of The Koll Company (“Koll”), a privately held full service real estate firm based in Irvine, California. Since formation in 1962, Koll has acquired and developed, in partnership with institutional and private investors, over 100 million SF of office, industrial, retail and resort properties throughout multiple markets. One of Koll’s primary focuses is on the acquisition and management of multi-tenant industrial properties. Koll has had continued ownership and management of the Airport Business Center Property since the company purchased the land and initiated construction in 1969.

The Property. The Airport Business Center Property is a class B industrial/flex and office development totaling 1,170,571 SF and located in Irvine, California. Originally built by the borrower sponsor in phases between 1969 and 1978 and most recently renovated in 2005, the Airport Business Center Property comprises 68 one- and two-story buildings spanning approximately 76.6 acres. The Airport Business Center Property is situated within the approximately 4,000-acre Irvine Business Complex, a master planned business park spanning five Orange County cities. The net rentable area of the Airport Business Center Property contains approximately 73.9% industrial/flex, 23.5% office and 2.1% retail tenants. Clear heights at the Airport Business Center Property range from 11 feet, 4 inches to 16 feet, 10 inches. The Airport Business Center Property includes 2,985 surface parking spaces, resulting in a parking ratio of 2.6 spaces per 1,000 SF of rentable area.

As of January 31, 2018, the Airport Business Center Property was 96.8% occupied by approximately 440 tenants with no single tenant accounting for more than 1.8% of the net rentable area or 1.5% of underwritten base rent. The Airport Business Center Property has averaged 94.8% occupancy over the past five years and 90.8% occupancy since 1990.

The following table presents certain information relating to the tenancy at the Airport Business Center Property:

Tenant Summary
Tenant Name	Credit Rating (Fitch/Moody's/S&P)	Tenant SF	Approximate % of SF	Annual UW Rent(1)	% of Total Annual UW Rent	Annual UW Rent PSF(1)	Lease Expiration
Major Tenant
American Pacific Printers College, Inc.	NR/NR/NR	21,240	1.8%	$266,400	1.4%	$12.54(2)	Various(2)
Just Food For Dogs, LLC	NR/NR/NR	18,142	1.5%	$274,531	1.5%	$15.13(3)	6/30/2028
PAS MRO, Inc.	NR/NR/NR	13,817	1.2%	$169,857	0.9%	$12.29(4)	Various(4)
AIDS Services Foundation	NR/NR/NR	12,520	1.1%	$220,792	1.2%	$17.64(5)	Various(5)
Southwind Kayak Center, Inc.	NR/NR/NR	10,431	0.9%	$177,623	1.0%	$17.03(6)	Various(6)
Subtotal/Wtd. Avg.		76,150	6.5%	$1,109,203	6.0%	$14.57
Other Tenants		1,057,087	90.3%	$17,314,800	94.0%	$16.55(7)
Vacant Space		37,334	3.2%	$0	0.0%	$0.00
Total/Wtd. Avg.		1,170,571	100.0%	$18,424,003	100.0%	$16.42(7)

(1) Annual UW Rent and Annual UW Rent PSF include contractual rent steps through February 2019 totaling $555,991.

(2) American Pacific Printers College, Inc. leases three spaces: 2,040 SF on a month-to-month basis with an UW Rent PSF of $12.00; 4,800 SF with an Annual UW Rent PSF of $12.60 and Lease Expiration Date of January 31, 2019; and 14,400 SF with an Annual UW Rent PSF of $12.60 and Lease Expiration Date of February 28, 2019.

(3) Just Food For Dogs, LLC leases two spaces: 9,914 SF with an Annual UW Rent PSF of $14.40 and Lease Expiration Date of June 30, 2028; and 8,228 SF with an Annual UW Rent PSF of $16.01 and Lease Expiration Date of June 30, 2028. The lease covering the 9,914 SF space has a free rent period that expires on June 30, 2018.

(4) PAS MRO, Inc. leases three spaces: 9,726 SF with an Annual UW Rent PSF of $11.04 and Lease Expiration Date of May 31, 2018; 1,466 SF with an Annual UW Rent PSF of $11.04 and Lease Expiration Date of May 31, 2018; and 2,625 SF with an Annual UW Rent PSF of $17.64 and Lease Expiration Date of January 31, 2020.

(5) AIDS Services Foundation leases two spaces: 11,787 SF with an Annual UW Rent PSF of $17.40 and Lease Expiration Date of April 30, 2021; and 733 SF with an Annual UW Rent PSF of $21.42 and Lease Expiration Date of October 14, 2018.

(6) Southwind Kayak Center, Inc. leases three spaces: 4,750 SF with an Annual UW Rent PSF of $18.00 and Lease Expiration Date of September 30, 2019; and 1,186 SF with an Annual UW Rent PSF of $14.00 and Lease Expiration Date of September 30, 2019; and 4,495 SF with an Annual UW Rent PSF of $16.80 and Lease Expiration Date of March 31, 2025.

(7) Other Tenants includes approximately 10,962 SF related to the management office and engineer office, which have no attributed Annual UW Rent. The Annual UW Rent PSF for Other Tenants and Occupied Collateral Total excludes the space related to the management office and engineer office.

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BANK 2018-BNK11 Airport Business Center

The following table presents certain information relating to the lease rollover schedule at the Airport Business Center Property:

Lease Rollover Schedule(1)(2)
Year	# of Leases Rolling	SF Rolling	Annual UW Rent PSF Rolling	Approx. % of Total SF Rolling	Approx. Cumulative % of SF Rolling	Total UW Rent Rolling	Approx. % of Total Rent Rolling	Approx. Cumulative % of Total Rent Rolling
MTM(3)	49	86,232	$15.77	7.4%	7.4%	$1,187,293	6.4%	6.4%
2018	141	303,924	$15.93	26.0%	33.3%	$4,842,038	26.3%	32.7%
2019	132	264,446	$16.73	22.6%	55.9%	$4,424,563	24.0%	56.7%
2020	92	218,474	$16.41	18.7%	74.6%	$3,584,549	19.5%	76.2%
2021	30	112,022	$16.70	9.6%	84.2%	$1,871,113	10.2%	86.4%
2022	33	87,897	$17.64	7.5%	91.7%	$1,550,280	8.4%	94.8%
2023	11	32,831	$16.19	2.8%	94.5%	$531,625	2.9%	97.7%
2024	0	0	$0.00	0.0%	94.5%	$0	0.0%	97.7%
2025	1	4,495	$16.80	0.4%	94.9%	$75,516	0.4%	98.1%
2026	0	0	$0.00	0.0%	94.9%	$0	0.0%	98.1%
2027	2	4,774	$17.28	0.4%	95.3%	$82,495	0.4%	98.5%
2028	2	18,142	$15.13	1.5%	96.8%	$274,531	1.5%	100.0%
2029 & Beyond	0	0	$0.00	0.0%	96.8%	$0	0.0%	100.0%
Vacant	0	37,334	$0.00	3.2%	100.0%	$0	0.0%	100.0%
Total/Wtd. Avg.(4)	493	1,170,571	$16.42	100.0%		$18,424,003	100.0%

(1) Information is based on the underwritten rent roll.

(2) Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the Lease Rollover Schedule.

(3) MTM includes approximately 10,962 SF related to the management office and engineer office, which have no leases and no attributed Annual U/W Base Rent. The Annual UW Rent PSF Rolling for MTM excludes the space related to the management office and engineer office.

(4) Total/Wtd. Avg. Annual UW Rent PSF Rolling excludes vacant, management office and engineer office spaces.

The Market. The Airport Business Center Property is located in Irvine, California, within the Irvine Business Complex and approximately one mile northeast of John Wayne Airport. The Irvine Business Complex encompasses approximately 4,000 acres within the cities of Irvine, Newport Beach, Santa Ana, Costa Mesa and Tustin. The Airport Business Center Property is situated to the southeast of the intersection of Macarthur Boulevard and Red Hill Avenue with access to Costa Mesa Freeway (State Route 55) approximately 0.5 mile to the northwest, and access to the San Diego Freeway (Interstate 405) approximately 0.75 mile to the south.

The Airport Business Center Property is situated approximately 3.8 miles northwest of the University of California-Irvine, which had a 2017 total enrollment of approximately 36,000 students. In addition, the Airport Business Center Property is situated approximately 3.0 miles east of South Coast Plaza (one of the five highest grossing shopping malls in the United States) and 9.3 miles west of Irvine Spectrum Center (an outdoor shopping center with various shopping, restaurant and entertainment options). According to a third-party market research report, the estimated 2017 population within a one-, three- and five-mile radius of the Airport Business Center Property was approximately 4,339, 180,021, and 617,144, respectively; while the 2017 estimated average household income within the same radii was $103,619, $98,864, and $96,263, respectively.

According to the appraisal, the Airport Business Center Property is situated within the Airport Area submarket of the Orange County market. As of the third quarter of 2017, the submarket reported a total inventory of 1,590 industrial buildings totaling approximately 52.9 million SF with a 2.6% vacancy rate and 245 office buildings totaling approximately 18.9 million SF with an 11.4% vacancy rate. The appraiser identified five comparable industrial buildings for the Airport Business Center Property totaling 493,464 SF, which reported an average occupancy rate of approximately 97.9%; and the appraiser identified four comparable office buildings for the Airport Business Center Property totaling 179,262 SF, which reported an average occupancy rate of approximately 99.4%. The appraiser concluded to market rents for the Airport Business Center Property of $19.20 PSF for all spaces less than 1,000 SF, $16.20 PSF for industrial spaces from 1,000 SF to 3,999 SF, $16.20 PSF for office spaces from 1,000 SF to 6,999 SF, $15.00 PSF for industrial spaces from 4,000 SF to 6,999 SF and $14.40 PSF for all spaces over 7,000 SF.

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BANK 2018-BNK11 Airport Business Center

The following table presents certain information relating to comparable industrial properties and leases for the Airport Business Center Property:

Comparable Properties (Industrial)
	Airport Business Center Property	McFadden Centre	Grand Commerce Center	Alton Plaza	Holland Business Center	Main & Red Hill Business Center
Location	Irvine, CA	Santa Ana, CA	Santa Ana, CA	Irvine, CA	Irvine, CA	Irvine, CA
Distance from Subject	-	4.0 miles	4.1 miles	9.9 miles	10.3 miles	1.0 mile
Year Built/Renovated	1969/2005	1988/NAV	1980/NAV	1989/NAV	2005/NAV	1981/NAV
Total GLA	1,170,571 SF	184,737 SF	99,160 SF	15,100 SF	10,575 SF	183,892 SF
Total Occupancy	96.8%	100%	95%	100%	100%	97%

Source:Appraisal and the underwritten rent roll.

Comparable Leases (Industrial)
Property Name/Location	Tenant Name	Lease Date/Term	Lease Area (SF)	Annual Base Rent PSF	Tenant Improvements PSF	Lease Type
McFadden Centre SEC of McFadden Ave. and Lyon St. Santa Ana, CA	American Stitch Design	Apr. 2017 / 3.0 Years	3,210	$14.52	$0.00	Modified Gross
Grand Commerce Center 600-650 S. Grand Avenue Santa Ana, CA	Mid America Sales	Feb. 2017 / 3.0 Years	1,635	$13.20	$0.00	Modified Gross
Alton Plaza 15273 Alton Parkway Irvine, CA	Wachter, Inc.	Feb. 2016 / 5.3 Years	5,238	$14.16	$0.00	NNN
Holland Business Center 5 Holland Irvine, CA	Evets Corporation	May 2016 / 3.0 Years	5,070	$16.80	$0.00	Modified Gross
Main & Red Hill Business Center 1150 & 1200 Main Street Irvine, CA	Confidential	Sept. 2017 / 4.1 Years	4,012	$13.80	$0.00	NNN

Source:Appraisal

The following table presents certain information relating to comparable office properties and leases for the Airport Business Center Property:

Comparable Properties (Office)
	Airport Business Center Property	16530 Bake Pkwy	Centerpointe  1, 2, 3 & 6	Executive Park III	15300 Barranca Parkway
Location	Irvine, CA	Irvine, CA	Irvine, CA	Irvine, CA	Irvine, CA
Distance from Subject	-	9.0 miles	3.0 miles	0.7 mile	9.2 miles
Year Built/Renovated	1969/2005	2006/NAV	1979/NAV	1985/NAV	1997/NAV
Total GLA	1,170,571 SF	19,998 SF	105,577 SF	21,271 SF	32,416 SF
Total Occupancy	96.8%	100%	99%	100%	100%

Source:Appraisal and the underwritten rent roll.

Comparable Leases (Office)
Property Name/Location	Tenant Name	Lease Date/Term	Lease Area (SF)	Annual Base Rent PSF	Tenant Improvements PSF	Lease Type
16530 Bake Pkwy 16530 Bake Pkwy Irvine, CA	Roka Sports	Mar. 2017 / 3.2 Years	3,363	$24.00	$10.00	Gross
Centerpointe 1, 2, 3 & 6 19712, 19722, 19732, 19762 MacArthur Boulevard Irvine, CA	Sims Law Firm	Feb. 2017 / 4.1 Years	2,889	$26.40	$0.00	Gross
Executive Park III 32 Executive Park Irvine, CA	Langan Engineering	Dec. 2016 / 3.0 Years	1,001	$26.40	$0.00	Gross
15300 Barranca Parkway 15300 Barranca Parkway Irvine, CA	BBMC Mortgage	Mar. 2017 / 3.8 Years	8,376	$22.20	$0.00	Gross

Source:Appraisal

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BANK 2018-BNK11 Airport Business Center

Operating History and Underwritten Net Cash Flow.The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the Airport Business Center Property:

Cash Flow Analysis
	2014	2015	2016	10/31/2017 TTM	UW	UW PSF
Base Rent	$13,840,135	$15,111,231	$15,773,702	$16,464,277	$18,424,003(1)	$15.74
Grossed Up Vacant Space	$0	$0	$0	$0	$606,526	$0.52
Total Recoveries	$1,010,672	$1,091,842	$1,217,145	$1,293,413	$1,283,612	$1.10
Other Income	$241,346	$131,003	$155,864	$159,400	$159,400	$0.14
Less Vacancy & Credit Loss	$0	$0	$0	$0	($1,584,192)(2)	($1.35)
Effective Gross Income	$15,092,153	$16,334,076	$17,146,711	$17,917,090	$18,889,349	$16.14
Total Operating Expenses	$3,770,742	$4,180,929	$4,242,336	$4,281,428	$4,222,532	$3.61
Net Operating Income	$11,321,411	$12,153,147	$12,904,375	$13,635,662	$14,666,817	$12.53
TI/LC	$0	$0	$0	$0	$292,643	$0.25
Capital Expenditures	$0	$0	$0	$0	$257,526	$0.22
Net Cash Flow	$11,321,411	$12,153,147	$12,904,375	$13,635,662	$14,116,648	$12.06
Occupancy %	93.0%	96.0%	97.0%	96.8%(3)	91.7%(2)
NOI DSCR(4)	1.70x	1.83x	1.94x	2.05x	2.20x
NCF DSCR(4)	1.70x	1.83x	1.94x	2.05x	2.12x
NOI Debt Yield(4)	7.5%	8.1%	8.6%	9.1%	9.8%
NCF Debt Yield(4)	7.5%	8.1%	8.6%	9.1%	9.4%

(1) UW Base Rent is higher than 10/31/2017 TTM due to the inclusion of rent steps through February 2019 totaling $555,991 in addition to the Airport Business Center Borrower signing 205 renewal leases totaling 42.4% of underwritten base rent and 7 new leases totaling 2.4% of underwritten base rent since January 2017.

(2) The underwritten economic vacancy is 8.3%. The Airport Business Center Property was 96.8% physically occupied as of January 31, 2018.

(3) 10/31/2017 TTM occupancy % is based on occupancy as of January 31, 2018.

(4) The debt service coverage ratios and debt yields shown are based on the Airport Business Center Whole Loan.

Escrows and Reserves. The Airport Business Center Borrower deposited at loan origination $52,146 for real estate taxes and $31,883 for insurance premiums. The Airport Business Center Whole Loan documents provide for ongoing monthly escrows in an amount equal to $52,144 for real estate taxes, $17,474 for insurance premiums, $73,015 for tenant improvements and leasing commissions (“TI/LCs”) and $21,418 for capital expenditures (subject to a cap of $525,000). The Airport Business Center Borrower has the right to use funds in the TI/LC reserve account for preparation of tenant-ready speculative spaces in an amount no more than $10.00 per rentable SF of such tenant-ready speculative space and no more than $250,000 in any 12-month period, subject to certain conditions outlined in the loan documents.

Lockbox and Cash Management. The Airport Business Center Whole Loan requires a lender-controlled lockbox account, which is already in-place, and that the Airport Business Center Borrower direct all tenants to pay rent directly into such lockbox account. The loan documents also require that all rents received by the Airport Business Center Borrower or the property manager be deposited into the lockbox account within one business day of receipt. All funds in the lockbox account are required to be swept each business day into the cash management account controlled by the lender and disbursed on each payment date in accordance with the loan documents. Prior to the occurrence of a Cash Trap Event Period (as defined below), all excess funds are required to be distributed to the Airport Business Center Borrower. During a Cash Trap Event Period, all excess funds are required to be swept to an excess cash flow subaccount.

A “Cash Trap Event Period” will commence upon the earlier of the following:

(i) the occurrence of an event of default under the Airport Business Center Whole Loan or the Airport Business Center Mezzanine Loan (see “Mezzanine Loan and Preferred Equity” section);

(ii) the debt yield based on the Airport Business Center Total Debt (see “Mezzanine Loan and Preferred Equity” section) falling below 6.50% at the end of any fiscal quarter; or

(iii) the property manager becoming insolvent or filing for bankruptcy.

A Cash Trap Event Period will end upon the occurrence of the following:

● with regard to clause (i), upon the cure of such event of default;

● with regard to clause (ii), upon the debt yield based on the Airport Business Center Total Debt being equal to or greater than 6.75% for two consecutive fiscal quarters; or

● with regard to clause (iii), upon the bankruptcy or insolvency proceedings having terminated or (b) a new approved property manager being appointed in accordance with the loan documents.

Additional Secured Indebtedness (not including trade debts).The Airport Business Center Property also secures the Airport Business Center Serviced Pari Passu Companion Loans, which have an aggregate Cut-off Date principal balance of $97,000,000. The Airport Business Center Serviced Pari Passu Companion Loans accrue interest at the same rate as the Airport Business Center Mortgage Loan. The Airport Business Center Mortgage Loan is entitled to payments of interest and principal on a pro rata and pari passu basis with the Airport Business Center Serviced Pari Passu Companion Loans. The holders of the Airport Business Center Mortgage Loan and the Airport Business Center Serviced Pari Passu Companion Loans have entered into a co-lender agreement, which sets forth the allocation of collections on the Airport Business Center Whole Loan. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” in the Prospectus.

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BANK 2018-BNK11 Airport Business Center

Mezzanine Loan and Preferred Equity. BSREF Holdings LLC, a Delaware limited liability company related to Brookfield Real Estate Financial Partners LLC, funded a $20,000,000 mezzanine loan (the “Airport Business Center Mezzanine Loan”) to AIC Mezz, LLC, a Delaware limited liability company (collectively, the Airport Business Center Whole Loan and the Airport Business Center Mezzanine Loan are referred to herein as the “Airport Business Center Total Debt”). The Airport Business Center Mezzanine Loan is secured by 100.0% of the direct equity interest in the Airport Business Center Borrower. The Airport Business Center Mezzanine Loan accrues interest at a rate of 7.206% per annum and requires interest-only payments through the maturity date of February 7, 2028 (co-terminous with the Airport Business Center Whole Loan).

The following table presents certain information relating to the Airport Business Center Mezzanine Loan:

Mezzanine Debt Summary
Mezzanine Debt Original Principal Balance	Mezzanine Debt Interest Rate	Original Term to Maturity (mos.)	Original Amort. Term (mos.)	Original IO Term (mos.)	Total Debt UW NCF DSCR	Total Debt UW NOI Debt Yield	Total Debt Cutoff Date LTV
$20,000,000	7.2060%	120	0	120	1.74x	8.6%	69.5%

Release of Property. Not permitted.

Terrorism Insurance.The Airport Business Center Whole Loan documents require that the “all risk” insurance policy required to be maintained by the Airport Business Center Borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Airport Business Center Property, as well as business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event, together with a 12-month extended period of indemnity (provided that if TRIPRA or a similar statute is not in effect, the Airport Business Center Borrower will not be obligated to pay terrorism insurance premiums in excess of two times the premium for the casualty and business interruption coverage on a stand-alone basis). See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus.

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BANK 2018-BNK11 Northwest Hotel Portfolio

Mortgage Loan No. 6 – Northwest Hotel Portfolio

 

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BANK 2018-BNK11 Northwest Hotel Portfolio

Mortgage Loan No. 6 – Northwest Hotel Portfolio

 

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BANK 2018-BNK11 Northwest Hotel Portfolio

Mortgage Loan No. 6 – Northwest Hotel Portfolio

Mortgage Loan Information				Property Information
Mortgage Loan Seller:	WFB			Single Asset/Portfolio:	Portfolio
Original Balance(1):	$40,326,936			Location:	Various
Cut-off Date Balance(1):	$40,326,936			General Property Type:	Hospitality
% of Initial Pool Balance:	5.9%			Detailed Property Type:	Limited Service
Loan Purpose:	Acquisition			Title Vesting:	Fee
Sponsors:	Jason R. Kotter; Ryan N. Van Alfen			Year Built/Renovated:	Various/Various
Mortgage Rate:	5.0180%			Size:	818 Rooms
Note Date:	3/22/2018			Cut-off Date Balance per Room(1):	$138,411
First Payment Date:	5/11/2018			Maturity Date Balance per Room(1):	$103,934
Maturity Date:	4/11/2028			Property Manager(5):	Hotel Management Services, LLC (borrower-related)
Original Term to Maturity:	120 months
Original Amortization Term:	300 months			Underwriting and Financial Information
IO Period:	0 months			UW NOI:	$15,562,879
Seasoning:	0 months			UW NOI Debt Yield(1):	13.7%
Prepayment Provisions(2):	LO (24); DEF (92); O (4)			UW NOI Debt Yield at Maturity(1):	18.3%
Lockbox/Cash Mgmt Status:	Hard/Springing			UW NCF DSCR(1):	1.78x
Additional Debt Type(3):	Pari Passu			Most Recent NOI:	$15,647,504 (12/31/2017)
Additional Debt Balance(3):	$72,893,322			2nd Most Recent NOI(6):	$15,834,792 (12/31/2016)
Future Debt Permitted (Type):	No (N/A)			3rd Most Recent NOI(6):	$13,721,067 (12/31/2015)
Reserves(4)				Most Recent Occupancy:	79.4% (12/31/2017)
Type	Initial	Monthly	Cap	2nd Most Recent Occupancy:	80.5% (12/31/2016)
RE Tax:	$518,257	$94,555	N/A	3rd Most Recent Occupancy:	77.6% (12/31/2015)
Insurance:	$46,636	$15,546	N/A	Appraised Value (as of)(7):	$173,500,000 (Various)
FF&E Reserve:	$0	$119,435	N/A	Cut-off Date LTV Ratio(1)(7):	65.3%
Seasonality:	$163,000	(4)	N/A	Maturity Date LTV Ratio(1)(7):	49.0%
PIP Reserve:	$14,116,206	$0	N/A

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount:	$113,220,258	68.3%	Purchase Price:	$146,852,823	88.6%
Borrower’s Equity:	$52,507,853	31.7%	Upfront Reserves:	$14,844,099	9.0%
			Closing Costs:	$4,031,189	2.4%
Total Sources:	$165,728,111	100.0%	Total Uses:	$165,728,111	100.0%

(1) The Northwest Hotel Portfolio Mortgage Loan (as defined below) is part of the Northwest Hotel Portfolio Whole Loan (as defined below), which comprises three pari passu notes with an aggregate original principal balance of $113,220,258. The Cut-off Date Balance per Room, Maturity Date Balance per Room, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio numbers presented are based on the Northwest Hotel Portfolio Whole Loan.

(2) Defeasance of the Northwest Hotel Portfolio Whole Loan is permitted at any time after the earlier of (i) May 11, 2022 and (ii) two years from the closing date of the securitization that includes the last pari passu note of the Northwest Hotel Portfolio Whole Loan to be securitized. The assumed lockout period of 24 payments is based on the closing date of this transaction in April 2018.

(3) See “The Mortgage Loan”, and “Additional Secured Indebtedness (not including trade debts)” for a discussion of the additional debt.

(4) See “Escrows and Reserves” below for further discussion of reserve requirements.

(5) See“The Borrowers and the Sponsors” below.

(6) The increase in NOI from 2015 to 2016 was due to an increase in Occupancy and ADR (see “Operating History and Underwritten Net Cash Flow” below).

(7) The Appraised Value and LTVs shown are based on the “as-is” appraised value (as of October 1, 2017) for two of the Northwest Hotel Portfolio Properties (as defined below) and the “when complete” appraised value (as of October 1, 2018) for five of the Northwest Hotel Portfolio Properties, which assumes certain outstanding PIP work has been completed (see “The Properties” below). The related PIP work was reserved for upon the origination of the Northwest Hotel Portfolio Whole Loan (see “Escrows and Reserves” below). Based on the “as-is” appraised value for all of the Northwest Hotel Portfolio Properties of $155,700,000 (as of October 1, 2017), the Cut-off Date LTV Ratio and Maturity Date LTV Ratio are approximately 72.7% and 54.6%, respectively.

The Mortgage Loan. The sixth largest mortgage loan (the “Northwest Hotel Portfolio Mortgage Loan”) is part of a whole loan (the “Northwest Hotel Portfolio Whole Loan”) evidenced by threepari passupromissory notes in the aggregate original principal amount of $113,220,258 which are secured by the first priority fee interest in a portfolio of seven limited-service hospitality properties located in Idaho, Utah and Oregon (the “Northwest Hotel Portfolio Properties”). The non-controlling promissory Note A-2 in the original principal amount of $40,326,936 represents the Northwest Hotel Portfolio Mortgage Loan and will be included in the BANK 2018-BNK11 securitization trust. The controlling promissory Note A-1 in the original principal amount of $39,900,000 and the non-controlling promissory Note A-3 in the original principal amount of $32,993,322 (collectively, the “Northwest Hotel Portfolio Pari Passu Companion Loans”), are expected to be contributed to a future securitization trust or trusts. The Northwest Hotel Portfolio Mortgage Loan will initially be serviced pursuant to the pooling and servicing agreement for the BANK 2018-BNK11 securitization trust, and from and after the securitization of the controlling Note A-1, will be serviced pursuant to the pooling and servicing agreement for the securitization to which Note A-1 is contributed. See “Description of the Mortgage Pool—The Whole Loans— The Serviced Pari Passu Whole Loans” and “—The Non-Serviced Pari Passu Whole Loans”and“Pooling and Servicing Agreement” in the Prospectus. The proceeds of the Northwest Hotel Portfolio Whole Loan, along with cash equity from the Northwest Hotel Portfolio Borrower (as defined below), were primarily used to acquire the Northwest Hotel Portfolio Properties, pay closing costs and fund reserves.

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BANK 2018-BNK11 Northwest Hotel Portfolio

Northwest Hotel Portfolio Whole Loan Summary
Note	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
A-1	$39,900,000	$39,900,000	Wells Fargo Bank, N.A.	Yes
A-2	$40,326,936	$40,326,936	BANK 2018-BNK11	No
A-3	$32,993,322	$32,993,322	Wells Fargo Bank, N.A.	No
Total	$113,220,258	$113,220,258

The Borrowers and the Sponsors. The borrowers are 600 South Salt Lake City Hotel, LLC; Bluff Bend Hotel, LLC; Columbia Bend Hotel, LLC; Ironwood Coeur d’Alene Hotel, LLC; Overland Boise Hotel, LLC; Pole Line Twin Falls Hotel, LLC; and Riverstone Coeur d’Alene Hotel, LLC (collectively, the “Northwest Hotel Portfolio Borrower”), each a single-purpose Delaware limited liability company structured to be bankruptcy remote with two independent directors. Legal counsel to the Northwest Hotel Portfolio Borrower delivered a non-consolidation opinion in connection with the origination of the Northwest Hotel Portfolio Whole Loan.

The two sponsors and non-recourse carveout guarantors, Jason R. Kotter and Ryan N. Van Alfen, are co-founders of Athlos Academies based in Boise, Idaho. Athlos Academies was founded in 2007 to provide charter schools with the financial tools necessary to acquire real estate and construct school buildings. As of June 2017, Athlos had completed 29 schools (for over $525 million), sold 20 schools and announced plans to expand into Louisiana, Utah and Minnesota.

Ameritel Inns, Inc. (“Ameritel”), the seller of the Northwest Hotel Portfolio Properties, currently acts as the sub-property manager of the Northwest Hotel Portfolio Properties, subject to a management agreement scheduled to expire on March 31, 2018, with three, 1-month extension periods. Following such expiration, the property manager of the Northwest Hotel Portfolio Properties will be Hotel Management Services, LLC (the “Northwest Hotel Portfolio Manager”), an affiliate of the Northwest Hotel Portfolio Borrower. The Northwest Hotel Portfolio Whole Loan documents require that either or both of J. Scott Ableman and Charles W. Everett are employed as Chief Financial Officer and Vice President of Operations, respectively, of the Northwest Hotel Portfolio Manager. Mr. Ableman is the Chief Financial Officer of Ameritel. Mr. Everett oversees management operations for Ameritel and also serves as the public relations director.

The Properties. The Northwest Hotel Portfolio Properties comprise seven limited-service hotels built between 1997 and 2014 totaling 818 rooms that, as of December 31, 2017, reported a weighted average occupancy rate of 79.4% with individual hotel occupancies ranging from 67.3% to 85.4%. The Northwest Hotel Portfolio Borrower is required to complete a property improvement plan (“PIP”) at each of the Northwest Hotel Portfolio Properties at a total estimated cost of $14,905,802 ($18,222 per room). At origination of the Northwest Hotel Portfolio Whole Loan, $14,116,206 was reserved for planned PIP renovations, which represents 110% of the total estimated cost at six of the Northwest Hotel Portfolio Properties, plus a portion of the estimated cost at the Hilton Garden Inn Salt Lake City Downtown property, where a portion of the planned PIP work has already been completed and certain FF&E and soft goods related to the PIP have already been purchased at origination. Each of the Northwest Hotel Portfolio Properties has a franchise agreement extending at least 15 years from the origination date of the Northwest Hotel Portfolio Whole Loan. If any of the franchise agreements terminates, or upon notice to terminate by either the franchisor or franchisee, the Northwest Hotel Portfolio Whole Loan will spring full recourse to the guarantors in the amount of 125% of the allocated loan amount of the applicable property or properties until such time the Northwest Hotel Portfolio Borrower enters into a replacement franchise agreement satisfactory to the lender.

The following table presents certain information relating to the Northwest Hotel Portfolio Properties:

Property Name Location	Allocated Cut-off Date Balance(1)	% of Portfolio Cut- off Date Balance	Occupancy (as of 12/31/2017)	Year Built/ Renovated	No. of Rooms	Appraised Value	UW Net Cash Flow	Allocated Cut-off Date LTV
Hilton Garden Inn Bend  Bend, OR	$19,838,016	17.5%	85.4%	2004/2012	96	$30,400,000(2)	$2,387,736	65.3%
Hampton Inn & Suites Bend  Bend, OR	$19,707,503	17.4%	80.0%	2014/N/A	114	$30,200,000	$2,367,646	65.3%
Hilton Garden Inn Salt Lake City Downtown  Salt Lake City, UT	$19,054,937	16.8%	81.9%	2006/N/A	132	$29,200,000(3)	$2,373,620	65.3%
Hampton Inn & Suites Coeur d’Alene  Coeur d’Alene, ID	$18,924,423	16.7%	80.2%	2007/N/A	124	$29,000,000(4)	$2,343,628	65.3%
Hampton Inn & Suites Boise Spectrum  Boise, ID	$18,076,087	16.0%	80.7%	1998/2011	133	$27,700,000(5)	$2,125,491	65.3%
La Quinta Inns & Suites Coeur d’Alene Coeur d’Alene, ID	$9,135,930	8.1%	67.3%	1997/2014	118	$14,000,000	$1,397,480	65.3%
La Quinta Inns & Suites Twin Falls  Twin Falls, ID	$8,483,362	7.5%	77.0%	2008/N/A	101	$13,000,000(6)	$1,134,062	65.3%
Total/Weighted Average	$113,220,258	100.0%	79.4%		818	$173,500,000(7)	$14,129,663	65.3%

(1) Balances shown are for the Northwest Hotel Portfolio Whole Loan.

(2) The appraised value shown is the “when complete” market value conclusion as of October 1, 2018. The “as is” market value as of October 1, 2017 is $27,700,000.

(3) The appraised value shown is the “when complete” market value conclusion as of October 1, 2018. The “as is” market value as of October 1, 2017 is $24,700,000.

(4) The appraised value shown is the “when complete” market value conclusion as of October 1, 2018. The “as is” market value as of October 1, 2017 is $24,900,000.

(5) The appraised value shown is the “when complete” market value conclusion as of October 1, 2018. The “as is” market value as of October 1, 2017 is $23,400,000.

(6) The appraised value shown is the “when complete” market value conclusion as of October 1, 2018. The “as is” market value as of October 1, 2017 is $10,800,000.

(7) The total appraised value shown comprises the “when complete” market value conclusion as of October 1, 2018, where footnoted above. The total “as is” market value as of October 1, 2017 is $155,700,000.

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BANK 2018-BNK11 Northwest Hotel Portfolio

Hilton Garden Inn Bend

The Hilton Garden Inn Bend property is a 96-room, three-story, limited-service hotel located in Bend, Oregon. The Hilton Garden Inn Bend property is situated on a 2.34-acre parcel and contains 94 surface parking spaces, resulting in a parking ratio of approximately 1.0 space per room. The Hilton Garden Inn Bend property opened in 2004 as an Ameritel Inn and was renovated and rebranded as a Hilton Garden Inn in 2012. The hotel features the Garden Grill & Bar, adjacent to the lobby, where breakfast and dinner are served daily. The Northwest Hotel Portfolio Borrower is required to complete a PIP at the Hilton Garden Inn Bend property at an estimated cost of $1,936,652 ($20,173 per room), for which $2,130,317 was reserved at origination of the Northwest Hotel Portfolio Whole Loan. Planned PIP work includes upgrades to the guest bedrooms, guest bathrooms, pantry, business center, front desk, public restrooms, pool area and the parking lot. PIP work is required to be completed within 24 months of loan origination. The franchise agreement with Hilton Franchise Holding LLC (“Hilton Franchisor”) expires on March 31, 2033. The appraisal identified one proposed 120-room limited service hotel (the Best Western Premier) that is anticipated to open in October 2018 and is expected to compete directly with the Hilton Garden Inn Bend property.

The Hilton Garden Inn Bend property guestroom configuration includes 49 king rooms, 30 double-queen rooms and 17 suites. Amenities include a fitness center, business center, indoor swimming pool and whirlpool, market pantry, guest laundry area and a casual restaurant and lounge. The Hilton Garden Inn Bend property also provides two divisible meeting rooms, totaling 2,040 SF, on the first floor.

Hampton Inn & Suites Bend

The Hampton Inn & Suites Bend property is a 114-room, three-story, limited-service hotel located in Bend, Oregon. The Hampton Inn & Suites Bend property is situated on a 2.99-acre parcel and contains 114 surface parking spaces, resulting in a parking ratio of approximately 1.0 space per room. The Hampton Inn & Suites Bend property opened in 2014. The Northwest Hotel Portfolio Borrower is required to complete a PIP at the Hampton Inn & Suites Bend property at an estimated cost of $50,000 ($439 per room), for which $55,000 was reserved at origination of the Northwest Hotel Portfolio Whole Loan. Planned PIP work includes upgrades to guestrooms, corridors and public restrooms. PIP work is required to be completed within 12 months of loan origination. The franchise agreement with Hilton Franchisor expires on August 31, 2034.

The Hampton Inn & Suites Bend property guestroom configuration includes 24 king rooms, 64 double-queen rooms and 26 suites. Amenities include a fitness center, business center, indoor swimming pool and whirlpool, market pantry, guest laundry area and complimentary hot breakfast. The Hampton Inn & Suites Bend property also provides one divisible meeting room, totaling 2,263 SF, on the first floor.

Hilton Garden Inn Salt Lake City Downtown

The Hilton Garden Inn Salt Lake City Downtown property is a 132-room, four-story, limited-service hotel located in Salt Lake City, Utah. The Hilton Garden Inn Salt Lake City Downtown property is situated on a 2.28-acre parcel and contains 91 surface parking spaces, resulting in a parking ratio of approximately 0.7 spaces per room. The Hilton Garden Inn Salt Lake City Downtown property opened in 2006. The hotel features the Garden Grill restaurant, adjacent to the lobby, where breakfast and dinner are served daily. The Northwest Hotel Portfolio Borrower is required to complete a PIP at the Hilton Garden Inn Salt Lake City Downtown property at an estimated cost of $3,756,579 ($28,459 per room), for which $1,852,061 was reserved at origination of the Northwest Hotel Portfolio Whole Loan (a portion of the PIP work has already been completed and FF&E and soft goods related to the PIP were already purchased at loan origination). Planned PIP work includes upgrades to the guest bedrooms, guest bathrooms, lobby, public restrooms, exercise room, restaurant and landscaping. PIP work is required to be completed within 12 months of loan origination. The franchise agreement with Hilton Franchisor expires on March 31, 2033.

The Hilton Garden Inn Salt Lake City Downtown property guestroom configuration includes 64 king rooms, 58 double-queen rooms and 10 suites. Amenities include a fitness room, business center, indoor swimming pool and whirlpool, market pantry, guest laundry area and casual restaurant. The Hilton Garden Inn Salt Lake City Downtown property also provides one meeting room and one boardroom, totaling 3,255 SF, on the first floor.

Hampton Inn & Suites Coeur d’Alene

The Hampton Inn & Suites Coeur d’Alene property is a 124-room, five-story, limited-service hotel located in Coeur d’Alene, Idaho. The Hampton Inn & Suites Coeur d’Alene property is situated on a 3.07-acre parcel and contains 154 surface parking spaces, resulting in a parking ratio of approximately 1.2 spaces per room. The Hampton Inn & Suites Coeur d’Alene property opened in 2007. The Northwest Hotel Portfolio Borrower is required to complete a PIP at the Hampton Inn & Suites Coeur d’Alene property at an estimated cost of $3,343,050 ($26,960 per room), for which $3,677,355 was reserved at origination of the Northwest Hotel Portfolio Whole Loan. Planned PIP work includes upgrades to the guest bedrooms, guest bathrooms, breakfast area, guest laundry, meeting rooms, exercise room and the parking lot. PIP work is required to be completed within 36 months of loan origination. The franchise agreement with Hilton Franchisor expires on March 31, 2033.

The Hampton Inn & Suites Coeur d’Alene property guestroom configuration includes 38 king rooms, 49 double-queen rooms and 37 suites. Amenities include a fitness room, business center, indoor swimming pool and whirlpool, market pantry, guest laundry area and complimentary hot breakfast. The Hampton Inn & Suites Coeur d’Alene property also provides one meeting room and one boardroom, totaling 3,424 SF, on the first floor.

Hampton Inn & Suites Boise Spectrum

The Hampton Inn & Suites Boise Spectrum property is a 133-room, four-story, limited-service hotel located in Boise, Idaho. The Hampton Inn & Suites Boise Spectrum property is situated on a 2.94-acre parcel and contains 125 surface parking spaces, resulting in a parking ratio of approximately 0.9 spaces per room. The Hampton Inn & Suites Boise Spectrum property opened in 1998 and was renovated and rebranded to a Hampton Inn & Suites in 2011. The Northwest Hotel Portfolio Borrower is required to complete a PIP at the Hampton Inn & Suites Boise Spectrum property at an estimated cost of $3,754,121 ($28,226 per room), for which $4,129,533 was reserved at origination of the Northwest Hotel Portfolio Whole Loan. Planned PIP work includes upgrades to the guest bedrooms, guest bathrooms, front desk, breakfast area, corridors, exercise room and the building exterior. PIP work is required to be completed within 24 months of loan origination. The franchise agreement with Hilton Franchisor expires on March 31, 2033.

The Hampton Inn & Suites Boise Spectrum property guestroom configuration includes 49 king rooms, 55 double-queen rooms and 29 suites. Amenities include a fitness room, business center, indoor swimming pool and whirlpool, market pantry, guest laundry area, airport shuttle and complimentary hot breakfast. The Hampton Inn & Suites Boise Spectrum property also provides three meeting rooms, totaling 3,480 SF, on the first floor.

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La Quinta Inns & Suites Coeur d’Alene

The La Quinta Inns & Suites Coeur d’Alene property is a 118-room, four-story, limited-service hotel located in Coeur d’Alene, Idaho. La Quinta Inns & Suites Coeur d’Alene property is situated on a 2.13-acre parcel and contains 120 surface parking spaces, resulting in a parking ratio of approximately 1.0 space per room. The La Quinta Inns & Suites Coeur d’Alene property opened in 1997 as an Ameritel Inn and was renovated and rebranded to a La Quinta Inns & Suites in 2014. The Northwest Hotel Portfolio Borrower is required to complete a PIP at the La Quinta Inns & Suites Coeur d’Alene property at an estimated cost of $315,400 ($2,673 per room), for which $346,940 was reserved at origination of the Northwest Hotel Portfolio Whole Loan. Planned PIP work includes upgrades to the guest bedrooms, guest bathrooms, lobby, board room, pool area and fitness center. The franchise agreement with La Quinta Franchising LLC (“La Quinta Franchisor”) expires in March 2038. The franchisor and franchisee each have the right to terminate the franchise agreement on the 5^th, 10^th and 15^th anniversary of the effective date (March 2018) with 12 months’ notice.

The La Quinta Inns & Suites Coeur d’Alene property guestroom configuration includes 62 king rooms, 44 double-queen rooms and 12 suites. Amenities include a fitness room, indoor swimming pool and whirlpool, guest laundry area and complimentary hot breakfast. The La Quinta Inns & Suites Coeur d’Alene property also provides one divisible meeting room, totaling 1,500 SF, on the first floor.

La Quinta Inns & Suites Twin Falls

The La Quinta Inns & Suites Twin Falls property is a 101-room, three-story limited-service hotel located in Twin Falls, Idaho. The La Quinta Inns & Suites Twin Falls property is situated on a 2.88-acre parcel and contains 121 surface parking spaces, resulting in a parking ratio of approximately 1.2 spaces per room. The La Quinta Inns & Suites Twin Falls property opened in 2008 as an Ameritel Inn and was rebranded to a La Quinta Inns & Suites in 2010. The Northwest Hotel Portfolio Borrower is required to complete a PIP at the La Quinta Inns & Suites Twin Falls property at an estimated cost of $1,750,000 ($17,327 per room), for which $1,925,000 was reserved at origination of the Northwest Hotel Portfolio Whole Loan. Planned PIP work includes upgrades to the lobby, breakfast area, business center, stairways, guest bedrooms, guest bathrooms and landscaping. The franchise agreement with La Quinta Franchisor expires in March 2038. The franchisor and franchisee each have the right to terminate the franchise agreement on the 5^th, 10^th and 15^th anniversary of the effective date (March 2018) with 12 months’ notice.

The La Quinta Inns & Suites Twin Falls property guestroom configuration includes 54 king rooms, 39 double-queen rooms and 8 suites. Amenities include a fitness room, business center, indoor swimming pool and whirlpool, market pantry, guest laundry area and complimentary breakfast. The La Quinta Inns & Suites Twin Falls property also provides two meeting rooms, totaling 2,706 SF, on the first floor.

2017 Accommodated Room Night Demand(1)
Property	Commercial/Government		Meeting/Group	Leisure
Hilton Garden Inn Bend		50%	20%		30%
Hampton Inn & Suites Bend		55%	10%		35%
Hilton Garden Inn Salt Lake City Downtown		60%	25%		15%
Hampton Inn & Suites Coeur d’Alene		30%	10%		60%
Hampton Inn & Suites Boise Spectrum		65%	15%		20%
La Quinta Inns & Suites Coeur d’Alene		35%	15%		50%
La Quinta Inns & Suites Twin Falls		65%	15%		20%

(1) Information obtained from the appraisals.

The Market. The Northwest Hotel Portfolio Properties are located in five distinct markets.

Hampton Inn & Suites Bend and Hilton Garden Inn Bend

The Hampton Inn & Suites Bend property and the Hilton Garden Inn Bend property are located in Bend, Deschutes County, Oregon, within the Bend-Redmond, Oregon metropolitan statistical area. Bend is located approximately 100 miles southeast of Portland, Oregon, situated on the Deschutes River. In 2016, the United States Census Bureau reported that the Bend-Redmond Metropolitan Area was the eighth fastest-growing metropolitan area in the nation. Major employers include St. Charles Medical Centers, Bend Memorial Clinic and Safeway. In 2016, St. Charles Bend announced plans to add a new $66-million patient tower in response to increasing demand. The project is expected to be completed in 2019. The tourism industry employs more than 9,200 residents in Central Oregon as of 2016 and is driven by the year-round recreational activities. According to the appraisal, the 2017 market segmentation for the Hampton Inn & Suites Bend property was approximately 55% commercial/government, 10% meeting & group and 35% leisure and the 2017 market segmentation for the Hilton Garden Inn Bend property was approximately 50% commercial/government, 20% meeting & group and 30% leisure.

The Hampton Inn & Suites Bend property is located in the Old Mill District, in the northeast quadrant of the intersection formed by Southwest Columbia Street and Southwest Shevlin Hixon Drive, along the Deschutes River and approximately 0.9 mile west of Highway 97. The Hilton Garden Inn Bend property is located west of the intersection formed by Southwest Bluff Drive and Southwest Wilson Avenue, approximately 0.5 mile west of Highway 97 and approximately 0.6 mile northeast of the Hampton Inn & Suites Bend property. The neighborhood is characterized by restaurants, retail stores, recreational facilities, and entertainment venues, as well as low-rise offices, residences and hotels. The area includes Les Schwab Amphitheater, OSUCascades Graduate Research Center, and Bend Park & Recreation District Office. Bend is served by the Redmond Municipal Airport, which is located approximately 14 miles northeast of both properties. According to the appraisal, the 2017 estimated population within a three-, and five-mile radius of the Hampton Inn & Suites Bend property was 66,863, and 96,282, respectively. The estimated average household income within the same radii was, $82,787, and $82,201. The 2017 estimated population within a three-, and five-mile radius of the Hilton Garden Inn Bend property was 71,037, and 96,765, respectively. The estimated average household income within the same radii was $81,077, and $82,285, respectively.

Hilton Garden Inn Salt Lake City Downtown

The Hilton Garden Inn Salt Lake City Downtown property is located in Salt Lake City, Salt Lake County, Utah, within the central business district submarket. Salt Lake City is the capital of Utah and the largest city in the state. The city’s major sectors include transportation, healthcare, education, and government, as well as the technology, finance, and tourism and leisure industries. Major employers include Delta Airlines, Goldman Sachs, Intermountain Healthcare and Chevron. According to a third-party market research report, the 2017 estimated population within a three-, and five-mile

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radius of the Hilton Garden Inn Salt Lake City Downtown property was 140,661, and 249,984, respectively. The estimated average household income within the same radii was $65,927, and $70,023, respectively. According to the appraisal, the 2017 market segmentation for the Hilton Garden Inn Salt Lake City Downtown property was approximately 60% commercial/government, 25% meeting & group and 15% leisure.

The Hilton Garden Inn Salt Lake City Downtown property is located in the northeast quadrant of the intersection formed by West 600 South and 300 West, approximately 0.7 mile east of Interstates 80 and 15. The neighborhood is characterized by restaurants, office and mixed-use buildings, hotels, multi-family residences, and retail centers, including the Salt Palace Convention Center, Zions Bancorporation, The Church of Jesus Christ of Latter-day Saints headquarters and City Creek Center. According to the appraisal, Overstock.com announced plans to construct its global headquarters in Midvale, approximately 10.9 miles south of the Hilton Garden Inn Salt Lake City Downtown property. The estimated $100-million office project opened for business in October 2016. Salt Lake City International Airport is located approximately five miles to the northwest of the Hilton Garden Inn Salt Lake City Downtown property.

Hampton Inn & Suites Coeur d’Alene and La Quinta Inns & Suites Coeur d’Alene

The Hampton Inn & Suites Coeur d’Alene property and the La Quinta Inns & Suites Coeur d’Alene property are located in Coeur d’Alene, Kootenai County, Idaho, within the Coeur d’Alene metropolitan statistical area. Coeur d’Alene is the economic and political center of and the largest city in Kootenai County. The city features Lake Coeur d’Alene, one of the three largest inland bodies of water in the Pacific Northwest, and numerous outdoor recreational opportunities, including fishing, boating, golf, hiking, and camping. Major employers include Hagadone Corporation, Kootenai Health and the State of Idaho. Kootenai Health is a nonprofit community hospital serving over 13,000 inpatients and 180,000 outpatients each year. In the fall of 2014, construction began on the hospital’s first expansion in 30 years. According to the appraisal, by the time the facilities are anticipated to be at full capacity in 2018, the hospital expects to hire 100 to 150 new employees. Hagadone Corporation is a private corporation made up of many subsidiaries primarily focused on the publishing, newspaper, and hospitality industries. According to the appraisal, the 2017 market segmentation for the Hampton Inn & Suites Coeur d’Alene property was approximately 30% commercial/government, 10% meeting & group and 60% leisure; and the 2017 market segmentation for the La Quinta Inns & Suites Coeur d’Alene property was approximately 35% commercial/government, 15% meeting & group and 50% leisure.

The Hampton Inn & Suites Coeur d’Alene property is located in the Riverstone mixed-use development, in the southern quadrant of the intersection formed by West Riverstone Drive and North Beebe Boulevard, approximately 700 feet northeast of the Spokane River and 0.7 mile south of Interstate 90. The La Quinta Inns & Suites Coeur d’Alene property is located along the I-90 commercial corridor, southeast of the interchange formed by U.S. Highway 95 and Interstate 90 and approximately 1.0 mile east of the Hampton Inn & Suites Coeur d’Alene property. The neighborhood is characterized by restaurants, retail shops, hotels, and recreational facilities, as well as low-rise office buildings and multi-family residences and includes Coeur d’Alene Golf Club, Kootenai Health, and Umpqua Bank. Coeur d’Alene is served by the Spokane International Airport, which is located approximately 30 miles to the west of both the Hampton Inn & Suites Coeur d’Alene property and the La Quinta Inns & Suites Coeur d’Alene property. According to a third party market research report, the 2017 estimated population within a three-, and five-mile radius of the Hampton Inn & Suites Coeur d’Alene property was 47,095, and 79,927, respectively. The estimated average household income within the same radii was $58,096, and $64,484. The 2017 estimated population within a three-, and five-mile radius of the La Quinta Inns & Suites Coeur d’Alene property was 49,578, and 77,327, respectively. The estimated average household income within the same radii was $58,506, and $64,631, respectively.

Hampton Inn & Suites Boise Spectrum

The Hampton Inn & Suites Boise Spectrum property is located in Boise, Ada County, Idaho, within the Boise-Nampa metropolitan statistical area. Boise is the capital of Idaho and the largest city in the state. Major employers include St. Luke’s Health Systems, Micron Technology, Inc., West Ada School District, Boise School District and Boise State University, the state’s largest post-secondary institution. According to a third-party market research report, the 2017 estimated population within a three-, and five-mile radius of the Hampton Inn & Suites Boise Spectrum property was 87,701, and 221,502, respectively. The estimated average household income within the same radii was $60,058, and $64,917, respectively. According to the appraisal, the 2017 market segmentation for the Hampton Inn & Suites Boise Spectrum property was approximately 65% commercial/government, 15% meeting & group and 20% leisure.

The Hampton Inn & Suites Boise Spectrum property is located in the Boise Spectrum Center, in the southwest quadrant of the intersection formed by West Overland Road and South Cole Road. Interstate 84 is approximately 450 feet to the northeast and Interstate 184 is approximately 1.7 miles to the northwest. The Boise Spectrum Center features the Edwards Boise 21 & IMAX Theater and Cracker Barrel Restaurant. The Hampton Inn & Suites Boise Spectrum property is served by the Boise Airport, which is located approximately three miles to the southeast. The neighborhood is characterized by entertainment and retail shopping centers, as well as restaurants along the primary thoroughfares, with light-industrial and residential areas located along the secondary roadways.

La Quinta Inns & Suites Twin Falls

The La Quinta Inns & Suites Twin Falls property is located in Twin Falls, Twin Falls County, Idaho, within the Twin Falls submarket. The city of Twin Falls is located in south-central Idaho, approximately 125 miles southeast of Boise. As the largest city within Idaho’s Magic Valley region, Twin Falls serves as the regional commercial hub for south-central Idaho and northeastern Nevada. The Magic Valley denotes an agricultural region in south-central Idaho that is located along the Snake River Plain and Snake River, which serves as a water and power source for the region. One of the area’s largest employers is Chobani Yogurt, which opened the world’s largest yogurt production facility in December 2012, approximately 6.5 miles southeast of the La Quinta Inns & Suites Twin Falls property. According to a third-party market research report, the 2017 estimated population within a three-, and five-mile radius of the La Quinta Inns & Suites Twin Falls property was 39,824 and 55,944, respectively. The estimated average household income within the same radii was $58,358, and $60,263, respectively. According to the appraisal, the 2017 market segmentation for the La Quinta Inns & Suites Twin Falls property was approximately 65% commercial/government, 15% meeting & group and 20% leisure. Primary commercial demand generators for this market include major food-processing companies in the area, such as Chobani Yogurt, Clif Bar and Glanbia Food USA, as well as the healthcare sector.

The La Quinta Inns & Suites Twin Falls property is located in the northeast quadrant of the intersection formed by Pole Line Road (Highway 93) and Harrison Street. Snake River is located approximately 2.0 miles to the north and Interstate 84 is approximately 4.8 miles to the northeast. Twin Falls has outdoor recreation options, including activities at Snake River, Shoshone Falls and Sawtooth National Forest. Canyon Park West, approximately 1.5 miles northeast of the La Quinta Inns & Suites Twin Falls property, opened in 2016 and features major retailers such as Ross, Ulta Beauty, Dick’s Sporting Goods, and Petco, as well as restaurants including Noodles & Company. The La Quinta Inns & Suites Twin Falls property is served by the Magic Valley Regional Airport, which is located approximately seven miles to the south.

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The following tables present certain information relating to the Northwest Hotel Portfolio Properties historical occupancy, ADR RevPAR and penetration rates:

Historical Occupancy, ADR and RevPAR(1)
	2015			2016			2017
Property	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
Hilton Garden Inn Bend	85.9%	$162.17	$139.24	88.7%	$176.25	$156.30	85.5%	$180.15	$153.95
Hampton Inn & Suites Bend	78.4%	$138.39	$108.44	84.5%	$155.25	$131.21	79.8%	$163.00	$130.03
Hilton Garden Inn Salt Lake City	81.0%	$143.98	$116.61	81.0%	$144.63	$117.08	81.7%	$148.82	$121.61
Hampton Inn & Suites Coeur d’Alene	74.0%	$140.25	$103.76	79.7%	$141.16	$112.50	80.3%	$144.18	$115.83
Hampton Inn & Suites Boise	82.9%	$121.71	$100.96	83.9%	$131.51	$110.36	80.9%	$136.30	$110.23
La Quinta Inns & Suites Coeur d’Alene	62.7%	$116.88	$73.27	63.8%	$119.40	$76.13	68.2%	$123.11	$83.93
La Quinta Inns & Suites Twin Falls	77.9%	$100.11	$78.00	80.6%	$108.66	$87.54	78.6%	$111.13	$87.32

(1) Information obtained from third party hospitality research reports dated January 18, 2018.

Historical Penetration Rates(1)
	2015			2016			2017
Property	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
Hilton Garden Inn Bend(2)	108.9%	126.8%	138.0%	110.1%	127.8%	140.7%	115.6%	126.4%	146.1%
Hampton Inn & Suites Bend(3)	99.0%	111.4%	110.3%	103.4%	116.7%	120.6%	105.8%	117.7%	124.5%
Hilton Garden Inn Salt Lake City(4)	110.7%	113.6%	125.8%	110.6%	113.0%	124.9%	106.3%	111.8%	118.8%
Hampton Inn & Suites Coeur d’Alene(5)	100.4%	111.8%	112.2%	105.0%	111.3%	116.9%	103.4%	111.6%	115.4%
Hampton Inn & Suites Boise(6)	108.9%	104.5%	113.8%	106.7%	107.1%	114.3%	101.7%	107.9%	109.7%
La Quinta Inns & Suites Coeur d’Alene(7)	102.8%	103.8%	106.7%	104.7%	105.3%	110.3%	111.5%	104.7%	116.8%
La Quinta Inns & Suites Twin Falls(8)	107.7%	103.5%	111.5%	103.4%	101.9%	105.4%	101.4%	105.0%	106.5%

(1) Information obtained from third party hospitality research reports dated January 18, 2018.

(2) The competitive set for Hilton Garden Inn Bend comprises four limited service hotels totaling 367 rooms: Holiday Inn Express & Suites Bend (99 rooms), TownePlace Suites Bend Near Mount Bachelor (71 rooms), DoubleTree Bend (117 rooms) and Fairfield Inn & Suites Bend Downtown (80 rooms).

(3) The competitive set for Hampton Inn & Suites Bend comprises five limited service hotels totaling 432 rooms: La Quinta Inns & Suites Bend (65 rooms), Holiday Inn Express & Suites Bend (99 rooms), TownePlace Suites Bend Near Mount Bachelor (71 rooms), DoubleTree Bend (117 rooms) and Fairfield Inn & Suites Bend Downtown (80 rooms).

(4) The competitive set for Hilton Garden Inn Salt Lake City comprises six limited service hotels totaling 828 rooms: Holiday Inn Express Salt Lake City Downtown (212 rooms), Fairfield Inn & Suites Salt Lake City Downtown (120 rooms), Hampton Inn Salt Lake City Downtown (158 rooms), Homewood Suites Salt Lake City Downtown (124 rooms), Springhill Suites Salt Lake City Downtown (86 rooms) and Hyatt Place Salt Lake City Downtown The Gateway (128 rooms).

(5) The competitive set for Hampton Inn & Suites Coeur d’Alene comprises three limited service hotels totaling 341 rooms: Best Western Plus Coeur d’Alene Inn (122 rooms), Holiday Inn Express & Suites Coeur d’Alene I 90 (101 rooms) and Springhill Suites Coeur d’Alene (118 rooms).

(6) The competitive set for Hampton Inn & Suites Boise comprises six limited service hotels totaling 773 rooms: Hampton Inn Boise Airport (63 rooms), Hampton Inn Suites Boise Meridian (128 rooms), Oxford Suites Boise (132 rooms), Courtyard Boise West Meridian (145 rooms), Hampton Inn Suites Boise Downtown (186 rooms) and Holiday Inn Boise Airport (119 rooms).

(7) The competitive set for La Quinta Inns & Suites Coeur d’Alene comprises four limited service hotels totaling 413 rooms: Best Western Plus Coeur d’Alene Inn (122 rooms), Quality Inn & Suites Coeur d’Alene (51 rooms), Shilo Inn Suites Coeur d’Alene (139 rooms) and Holiday Inn Express & Suites Coeur d’Alene (101 rooms).

(8) The competitive set for La Quinta Inns & Suites Twin Falls comprises four limited service hotels totaling 378 rooms: Best Western Plus Twin Falls Hotel (120 rooms), Hampton Inn Twin Falls (75 rooms), Holiday Inn Express & Suites Twin Falls (91 rooms) and Fairfield Inn & Suites Twin Falls (92 rooms).

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Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Northwest Hotel Portfolio Properties:

Cash Flow Analysis
	2014(1)	2015(1)(2)	2016(2)	2017	UW	UW per Room
Occupancy	65.6%	77.6%	80.5%	79.4%	79.4%
ADR	$124.89	$132.07	$139.19	$143.40	$143.40
RevPAR	$90.29	$102.43	$112.11	$113.84	$113.84
Rooms Revenue	$24,457,602	$30,582,242	$33,549,147	$33,990,444	$33,990,444	$41,553
Food & Beverage	$1,153,365	$1,341,412	$1,317,979	$1,310,934	$1,310,934	$1,603
Other Income(3)	$347,361	$504,104	$503,988	$529,028	$529,028	$647
Total Revenue	$25,958,328	$32,427,758	$35,371,115	$35,830,406	$35,830,406	$43,802
Total Expenses	$16,358,775	$18,706,692	$19,536,323	$20,182,901	$20,267,527	$24,777
Net Operating Income	$9,599,553	$13,721,067	$15,834,792	$15,647,504	$15,562,879	$19,026
FF&E	$0	$0	$0	$0	$1,433,216	$1,752
Net Cash Flow	$9,599,553	$13,721,067	$15,834,792	$15,647,504	$14,129,663	$17,273
NOI DSCR(4)	1.21x	1.72x	1.99x	1.97x	1.96x
NCF DSCR(4)	1.21x	1.72x	1.99x	1.97x	1.78x
NOI Debt Yield(4)	8.5%	12.1%	14.0%	13.8%	13.7%
NCF Debt Yield(4)	8.5%	12.1%	14.0%	13.8%	12.5%

(1) The increase in Rooms Revenue and Net Operating Income from 2014 to 2015 was due to Hampton Inn & Suites Bend not opening until September 2014. In addition, La Quinta Inns & Suites Coeur d’Alene was rebranded from an Ameritel Inn in May 2014.

(2) The increase in Rooms Revenue and Net Operating Income from 2015 to 2016 was primarily due to an increase in Occupancy and ADR.

(3) Other Income consists of valet, guest laundry, gift shop sales and miscellaneous other income.

(4) The debt service coverage ratios and debt yields shown are based on the Northwest Hotel Portfolio Whole Loan.

Escrows and Reserves. At origination, the Northwest Hotel Portfolio Borrower deposited upfront reserves of $518,257 for real estate taxes, $46,636 for insurance premiums and $14,116,206 ($17,257 per room) for planned PIP renovations and $163,000 for seasonality reserves. The Northwest Hotel Portfolio Whole Loan documents also provide for ongoing monthly reserves of $94,555 for real estate taxes, $15,546 for insurance premiums and $119,435 for furnishings, fixtures and equipment (“FF&E”).

The Northwest Hotel Portfolio Borrower is required to make annual deposits into the seasonality reserve of an amount equal to the net cash flow deficiency, calculated as the net cash flow shortfall, after debt service less the FF&E reserve monthly deposits, during each of the first and fourth calendar quarter of the preceding calendar year, less any seasonality reserve funds on deposit with the lender from the prior year for the applicable quarter. If at any time additional PIP work is required by franchisor under any franchise agreement, the Northwest Hotel Portfolio Borrower is required to deposit an amount equal to the PIP Reserve Shortfall (as defined below) within fifteen days after receipt of notice from franchisor.

The “PIP Reserve Shortfall” means an amount equal to 110% of the estimated costs to complete the applicable PIP, as reasonably determined by lender, less (i) the amount of FF&E reserve funds then on deposit with the lender and (ii) the amount of Franchise Trigger Event Reserve Funds (see “Lockbox and Cash Management” below) then on deposit with the lender.

Lockbox and Cash Management. The Northwest Hotel Portfolio Whole Loan requires a lender-controlled lockbox account, which is already in-place, and that the Northwest Hotel Portfolio Borrower deposits all rent and directs all credit card companies to pay all amounts due directly into such lockbox account. The loan documents also require that all rents received by the Northwest Hotel Portfolio Borrower or the property manager be deposited into the lockbox account within one business day of receipt. Prior to the occurrence of a Cash Trap Event Period (as defined below), all funds in the lockbox account are required to be distributed to the Northwest Hotel Portfolio Borrower. During a Cash Trap Event Period, funds in the lockbox account are required to be swept to a lender controlled cash management account and all excess funds are required to be swept to an excess cash flow subaccount controlled by the lender (provided, however, any excess cash flow swept in accordance with a Franchise Trigger Event Period (as defined below) will be deposited into a separate Franchise Trigger Event reserve funds subaccount (subject to a cap of 110% of contracted PIP work as long as (i) no event of default is continuing; (ii) the Northwest Hotel Portfolio Borrower has entered into a written contract with the franchisor for such work; and (iii) the sum of all excess cash flow held by the lender and PIP reserve funds is greater than 110% of such work)).

A “Cash Trap Event Period” will commence upon the earlier of the following:

(i) the occurrence of an event of default under the Northwest Hotel Portfolio Whole Loan;

(ii) the aggregate net cash flow debt yield falling below 10.25%; or

(iii) a Franchise Trigger Event Period (as defined below).

A Cash Trap Event Period will end upon the occurrence of the following:

● with regard to clause (i), upon the cure of such event of default;

● with regard to clause (ii), upon the net cash flow debt yield being equal to or greater than 10.25% for two consecutive calendar quarters; or

● with regard to clause (iii), upon a Franchise Trigger Event Period Cure (as defined below).

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A “Franchise Trigger Event Period” will commence upon the earlier of the following:

(i) the occurrence of a default or an event of default under any franchise agreement; or

(ii) the cancellation, termination or expiration of any franchise agreement or notice to terminate any franchise agreement by either franchisor or franchisee.

A “Franchise Trigger Event Period Cure” will occur upon the following:

● with regard to Franchise Trigger Event Period clause (i), (A) upon lender’s receipt of satisfactory evidence that such event of default has been cured, such cure has been accepted by franchisor and that franchisee has remained in good standing under the franchise agreement, or (B) the Northwest Hotel Portfolio Borrower has entered into a replacement franchise agreement satisfactory to lender and in accordance with the loan documents; or

● with regard to Franchise Trigger Event Period clause (ii), (A) upon lender’s receipt of satisfactory evidence that such cancellation, termination or expiration has been nullified and/or any notice thereof has been retracted, franchisee has regained good standing status under the franchise agreement and that said franchise agreement is in full force and effect, or (B) the Northwest Hotel Portfolio Borrower has entered into a replacement franchise agreement satisfactory to lender and in accordance with the loan documents.

Additional Secured Indebtedness (not including trade debts).The Northwest Hotel Portfolio Properties also secures the Northwest Hotel Portfolio Pari Passu Companion Loans, which have an aggregate Cut-off Date principal balance of $72,893,322. The Northwest Hotel Portfolio Pari Passu Companion Loans accrue interest at the same rate as the Northwest Hotel Portfolio Mortgage Loan. The Northwest Hotel Portfolio Mortgage Loan is entitled to payments of principal and interest on apro rata andpari passubasis with the Northwest Hotel Portfolio Pari Passu Companion Loans. The holders of the Northwest Hotel Portfolio Mortgage Loan and the Northwest Hotel Portfolio Pari Passu Companion Loans have entered into a co-lender agreement which sets forth the allocation of collections on the Northwest Hotel Portfolio Whole Loan. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and “The Non-Serviced Pari Passu Whole Loans” in the Prospectus.

Mezzanine Loan and Preferred Equity. Not permitted.

Release of Property.Any time after the expiration of the defeasance lockout period, the Northwest Hotel Portfolio Borrower may obtain the release of any of the Northwest Hotel Portfolio Properties on up to six occasions, provided that, among other things, and in accordance with the Northwest Hotel Portfolio Whole Loan documents, (a) no event of default has occurred and is continuing, (b) the loan is defeased in an amount equal to the applicable Release Amount (as defined below), (c) a legal opinion covering compliance in all respects with all laws, rules and regulations governing REMICs has been delivered, and (d) rating agency confirmation that the sale and release will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the BANK 2018-BNK11 certificates and similar confirmations from each rating agency rating any securities backed by the Northwest Hotel Portfolio Pari Passu Companion Loans have been delivered.

The “Release Amount” for any property being released is an amount equal to the greatest of (a) 100% of the net sales proceeds for such release property, (b) 125% of the Allocated Cut-off Date Balance of such release property (identified in “The Properties” section chart above), (c) an amount that would result in the net cash flow debt service coverage ratio, after giving effect to the release of such property, being not less than the greater of (i) the net cash flow debt service coverage ratio for the Northwest Hotel Portfolio Whole Loan (including such release property) immediately prior to such release and (ii) 1.80x, (d) an amount that would result in the net cash flow debt yield, after giving effect to the release of such property, being not less than the greater of (i) the net cash flow debt yield for the Northwest Hotel Portfolio Whole Loan (including the release property) immediately prior to such release and (ii) 12.5% and (e) an amount that would result in the loan-to-value ratio, after giving effect to the release of such property, being not greater than the lesser of (i) the loan-to-value ratio for the Northwest Hotel Portfolio Whole Loan (including the release property) immediately prior to such release and (ii) 65.0%.

Terrorism Insurance.The Northwest Hotel Portfolio Whole Loan documents require that the “all risk” insurance policy required to be maintained by the Northwest Hotel Portfolio Borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Northwest Hotel Portfolio Properties. The loan documents also require business interruption insurance covering no less than the eighteen month period following the occurrence of a casualty event, together with a six month extended period of indemnity. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus.

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Mortgage Loan No. 7 – North Bay Portfolio

 

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BANK 2018-BNK11 North Bay Portfolio

Mortgage Loan No. 7 – North Bay Portfolio

 

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BANK 2018-BNK11 North Bay Portfolio

Mortgage Loan No. 7 – North Bay Portfolio

 

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BANK 2018-BNK11 North Bay Portfolio

Mortgage Loan No. 7 – North Bay Portfolio

 

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BANK 2018-BNK11 North Bay Portfolio

Mortgage Loan No. 7 – North Bay Portfolio

Mortgage Loan Information					Property Information
Mortgage Loan Seller:		BANA			Single Asset/Portfolio:	Portfolio
Original Balance(1):		$35,000,000			Location:	Petaluma, CA 94954
Cut-off Date Balance(1):		$35,000,000			General Property Type:	Various
% of Initial Pool Balance:		5.1%			Detailed Property Type:	Various
Loan Purpose:		Refinance			Title Vesting:	Fee
Sponsor:		Basin Street Properties			Year Built/Renovated:	Various/Various
Mortgage Rate:		4.5040%			Size:	512,165 SF
Note Date:		3/8/2018			Cut-off Date Balance per SF(1):	$105
First Payment Date:		5/1/2018			Maturity Date Balance per SF(1):	$97
Maturity Date:		4/1/2028			Property Manager:	Basin Street Properties
Original Term to Maturity:		120 months				(borrower-related)
Original Amortization Term:		360 months
IO Period:		60 months			Underwriting and Financial Information
Seasoning:		0 months			UW NOI(4):	$6,065,732
Prepayment Provisions:		LO (24); YM1 (91); O (5)			UW NOI Debt Yield(1):	11.2%
Lockbox/Cash Mgmt Status:		Springing/Springing			UW NOI Debt Yield at Maturity(1):	12.3%
Additional Debt Type(1)(2):		Pari Passu			UW NCF DSCR(1):	2.21x (IO)        1.66x (P&I)
Additional Debt Balance(1)(2):		$19,000,000			Most Recent NOI:	$5,385,065 (12/31/2017)
Future Debt Permitted (Type):		No (N/A)			2nd Most Recent NOI:	$4,926,558 (12/31/2016)
Reserves(3)					3rd Most Recent NOI:	$3,992,189 (12/31/2015)
Type	Initial		Monthly	Cap	Most Recent Occupancy(4):	92.2% (2/15/2018)
RE Tax:	$61,195		$61,195	N/A	2nd Most Recent Occupancy(5):	87.8% (12/31/2016)
Insurance:	$0		Springing	N/A	3rd Most Recent Occupancy(6):	90.8% (12/31/2015)
Deferred Maintenance:	$28,000		$0	N/A	Appraised Value (as of)(7):	$86,500,000 (Various)
Recurring Replacements:	$0		$10,670	N/A	Cut-off Date LTV Ratio(1)(7):	62.4%
TI/LC:	$500,000		$42,680	$1,536,495	Maturity Date LTV Ratio(1)(7):	57.2%
Other Reserves:	$2,553,168		$0	N/A

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount(1):	$54,000,000	99.0%	Loan Payoff:	$50,069,968	91.8%
Borrower Equity:	$550,777	1.0%	Reserves:	$3,142,363	5.8%
			Closing Costs:	$1,338,446	2.5%
Total Sources:	$54,550,777	100.0%	Total Uses:	$54,550,777	100.0%

(1) The North Bay Portfolio Mortgage Loan (as defined below) is part of the North Bay Portfolio Whole Loan (as defined below), which is comprised of twopari passu promissory notes with an aggregate original principal balance of $54,000,000. The Cut-off Date Balance per SF, Maturity Date Balance per SF, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio numbers presented above are based on the aggregate principal balance of the promissory notes comprising the North Bay Portfolio Whole Loan.

(2) See “The Mortgage Loan” and “Additional Secured Indebtedness (not including trade debts)” below for a discussion of additional debt.

(3) See “Escrows and Reserves” below for further discussion of reserve requirements.

(4) The North Bay Portfolio Properties (as defined below) as of February 15, 2018 were 92.2% leased by 25 tenants and 81.5% physically occupied. Most Recent Occupancy includes three tenants with signed leases who are not yet in occupancy: (i) a new 19,883 SF lease to TraumaFX (3.9% of NRA), as to which the tenant is expected to take occupancy by May 2018 that provides for abated rent through June 30, 2018 and $157,315 of tenant improvements), (ii) a new 19,046 SF lease to Kaiser (3.7% of NRA), as to which the tenant is expected to take occupancy by August 2018 that provides for $1,555,731 of tenant improvements and leasing commissions and (iii) a replacement relocation lease to Courseco (0.9% of NRA) for 4,800 SF, as to which the tenant is expected to take occupancy by May 2018 that provides for abated rent through May 15, 2018 and $153,600 of tenant improvements. Any outstanding abated rent and tenant improvements owed have been fully reserved by the lender. See “Escrows and Reserves” below.

(5) The North Bay Portfolio Properties as of December 31, 2016 were 87.8% leased and 86.1% physically occupied.

(6) The North Bay Portfolio Properties as of December 31, 2015 were 90.8% leased and 85.5% physically occupied.

(7) $86,500,000 represents the aggregate appraised value as of January 30, 2018 and January 31, 2018 for the North Bay Portfolio Properties.

The Mortgage Loan. The seventh largest mortgage loan (the “North Bay Portfolio Mortgage Loan”) is part of a whole loan (the “North Bay Portfolio Whole Loan”) evidenced by twopari passu promissory notes in the aggregate original principal amount of $54,000,000, which are secured by first priority fee mortgages on a portfolio of three industrial and office properties totaling 512,165 SF and located in Petaluma, California (the “North Bay Portfolio Properties”). The controlling Promissory Note A-1 in the original principal amount of $35,000,000 represents the North Bay Portfolio Mortgage Loan and will be included in the BANK 2018-BNK11 securitization trust. The non-controlling Promissory Note A-2 in the original principal amount of $19,000,000 (the “North Bay Portfolio Serviced Pari Passu Companion Loan”) is currently being held by BANA and is expected to be contributed to one or more future securitization trusts. The North Bay Portfolio Whole Loan will be serviced pursuant to the pooling and servicing agreement for the BANK 2018-BNK11 securitization trust. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and“Pooling and Servicing Agreement”in the Prospectus.

Proceeds from the North Bay Portfolio Whole Loan were used to refinance the previous loan secured by the North Bay Portfolio Properties, fund upfront reserves and pay closing costs.

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The Borrower and the Sponsor. The borrower is SSCOP DE LLC, a Delaware limited liability company, structured to be bankruptcy-remote with at least one independent director (the “North Bay Portfolio Borrower”). The borrower-sponsor is Basin Street Properties. Basin Street Properties is a private real estate owner and operator focused on acquiring, developing and managing office, retail, multi-family, hospitality and mixed-use properties in California and northern Nevada. Basin Street Properties’ current portfolio includes 22 office properties and 3 retail centers in the California North Bay area, 13 of which (approximately 1.3 million SF) are located in Petaluma, California. Basin Street Properties’ other properties are located primarily in Sacramento, California and Reno, Nevada.

Matthew T. White is the Chairman and CEO of Basin Street Properties. William C. White is a co-founder of Basin Street Properties and the head of the company’s board of directors. Matthew T. White and William C. White are the nonrecourse carve-out guarantors for the North Bay Portfolio Whole Loan.

The Properties. The North Bay Portfolio Properties are comprised of two industrial/flex properties and one office property totaling ten buildings and 512,165 SF of which approximately 85.8% is currently used as office and approximately 14.2% is currently used as warehouse space. The Lakeville Business Park and South Petaluma Business Center properties are adjacent to each other, with the Petaluma Business Center property located approximately 4.3 miles north. The North Bay Portfolio Properties were built between 1990 and 2007 and as of February 15, 2018 were 92.2% leased by 25 tenants and 81.5% physically occupied. The North Bay Portfolio Properties serve as the corporate headquarters for Calix Networks, Inc. (16.0% of NRA, 13.2% of underwritten gross potential rent), Panamax, LLC (7.9% of NRA, 12.0% of underwritten gross potential rent), CamelBak Products, Inc. (7.7% of NRA, 11.8% of underwritten gross potential rent), AVRS, Inc. (4.9% of NRA, 4.2% of underwritten gross potential rent), Hydropoint Data Systems (5.2% of NRA, 4.1% of underwritten gross potential rent) and Frontrow Calypso LLC (4.4% of NRA, 3.0% of underwritten gross potential rent). Since acquiring the North Bay Portfolio Properties in February, 2015, the sponsor has signed 111,451 SF of new leases and 120,617 SF of renewal leases at the North Bay Portfolio Properties.

The following table presents detailed information with respect to each of the North Bay Portfolio Properties.

North Bay Portfolio Properties Summary
Property Name, Location	Property Type	Year Built/ Renovated	SF	2/15/2018 Occupancy(1)	Appraised Value	% of Appraised Value	UW NCF
Petaluma Business Center 1031, 1035, 1039, 1125-1137 North McDowell Boulevard Petaluma, CA	Industrial/Flex	1990,2000 / 2004	213,210	90.3%	$34,800,000	40.2%	$1,738,093
South Petaluma Business Center 1800 and 2000 South McDowell Boulevard Petaluma, CA	Office	2007 / N/A	149,634	100.0%	$29,400,000	34.0%	$2,461,690
Lakeville Business Center 1600-1622, 1670, 1690-1740, & 1758-1774 Corporate Circle Petaluma, CA	Industrial/Flex	1997,2001 / N/A	149,321	86.9%	$22,300,000	25.8%	$1,261,692
Total/Wtd. Avg.			512,165	92.2%	$86,500,000	100.0%	$5,461,476

(1) The North Bay Portfolio Properties as of February 15, 2018 were 92.2% leased by 25 tenants and 81.5% physically occupied. Occupancy includes three tenants with signed leases who are not yet in occupancy: TraumaFX (3.9% of NRA), Kaiser (3.7% of NRA) and Courseco (0.9% of NRA).

Petaluma Business Center(213,210 SF, 41.6% of NRA, 31.8% of underwritten gross potential rent). The Petaluma Business Center property was built on a 14.07-acre site in 1990 and 2000, and renovated in 2004, and consists of four single-story buildings totaling 213,210 SF of rentable area, of which approximately 84.1% is used for office and approximately 15.9% is used for warehouse space. Each of the buildings includes 20 foot clear heights, at least three roll-up loading doors, and three of the buildings feature at least one loading dock. The Petaluma Business Center property includes 592 surface parking spaces (2.78 spaces per 1,000 SF). The Petaluma Business Center property was 90.3% leased by 7 tenants and 73.6% occupied as of February 15, 2018. Major tenants include Calix Networks, Inc. (NYSE: CALX) and AVRS, Inc. both headquartered at the Petaluma Business Center property, and USI Insurance Services. Two tenants have recently signed leases and are expected to take occupancy in May 2018: TraumaFX (19,883 SF) which is entitled to abated rent through June 30, 2018 and $157,315 of tenant improvements and Courseco (4,800 SF of relocated space) which is entitled to abated rent through May 15, 2018 and $153,600 of tenant improvements. Any outstanding abated rent and tenant improvements owed have been fully reserved by the lender. See “Escrows and Reserves” below.

South Petaluma Business Center (149,634 SF, 29.2% of NRA, 46.9% of underwritten gross potential rent). The South Petaluma Business Center property was built on an 8.39-acre site in 2007 and consists of two double-story buildings totaling 149,634 SF of office space. Each of the buildings includes 10-12 foot clear heights, and one roll-up loading door. The South Petaluma Business Center property includes 442 surface parking spaces (2.95 spaces per 1,000 SF). The South Petaluma Business Center property was 100.0% leased by 5 tenants and 87.3% occupied as of February 15, 2018. Major tenants include Ygrene (under a 39,528 SF sublease from The GAP Inc. and a 4,075 SF direct lease), and Panamax, LLC and CamelBak Products, Inc. which are both headquartered at the North Bay Portfolio Properties. Additionally, Kaiser, the largest private employer in Sonoma County, has a signed lease for 19,046 SF which it is expected to take occupancy of in August 2018 upon completion of its space build out. Kaiser has begun rental payments and is entitled to $1,555,731 of tenant improvements and leasing commissions, which amount has been fully reserved by the lender. See “Escrows and Reserves” below.

Lakeville Business Center (149,321 SF, 29.2% of NRA, 21.3% of underwritten gross potential rent). The Lakeville Business Center property was built on a 10.26-acre site in 1997 and 2001 and consists of three single-story flex buildings and one double-story office building totaling 149,321 SF of rentable area, of which approximately 74.2% is office and approximately 25.8% is warehouse space. Three of the buildings include 20 foot clear heights, at least one roll-up loading door and at least one loading dock. The fourth building features 10-12 foot clear heights and one roll-up loading door. The Lakeville Business Center property includes 581 surface parking spaces (3.89 spaces per 1,000 SF). The Lakeville Business Center property was 86.9% leased and occupied by 15 tenants as of February 15, 2018. Major tenants include Hydropoint Data Systems and Frontrow Calypso LLC, both headquartered at the Lakeville Business Center property, and Collidion Inc. Hydropoint Data Systems (26,522 SF) is entitled to $144,575 of tenant improvements, which amount has been fully reserved by the lender. See “Escrows and Reserves” below.

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The following table presents certain information relating to the major tenants at the North Bay Portfolio Properties:

Tenant Summary(1)
Tenant Name	Property Location	Tenant SF	Approx. % of Total SF	Annual UW Rent	% of Total Annual UW Rent	Annual UW Rent PSF(2)	Lease Expiration	Renewal Options
Calix Networks, Inc.(3)	Petaluma Business Center	82,082	16.0%	$1,058,510	13.2%	$12.90	2/28/2019	1 x 5 Yrs
Ygrene Energy Fund CA LLC(4)	South Petaluma Business Center	43,603	8.5%	$1,043,024	13.0%	$23.92	10/31/2021	2 x 5 Yrs
Panamax, LLC(5)	Lakeville Business Center / South Petaluma Business Center	40,444	7.9%	$961,903	12.0%	$23.78	3/31/2020	1 x 5 Yrs
CamelBak Products, Inc.(6)	Lakeville Business Center / South Petaluma Business Center	39,395	7.7%	$948,027	11.8%	$24.06	7/31/2024	2 x 5 Yrs
Hydropoint Data Systems(7)	Lakeville Business Center	26,522	5.2%	$325,959	4.1%	$12.29	3/31/2023	N/A
AVRS, Inc.	Petaluma Business Center	24,865	4.9%	$333,360	4.2%	$13.41	10/31/2019	1 x 4 Yrs
USI Insurance Services	Petaluma Business Center	24,424	4.8%	$357,567	4.5%	$14.64	3/31/2020	2 x 5 Yrs
Symbio, LLC(8)	Petaluma Business Center	22,698	4.4%	$318,515	4.0%	$14.03	9/30/2027	N/A
Frontrow Calypso LLC	Lakeville Business Center	22,599	4.4%	$241,666	3.0%	$10.69	10/31/2018	1 x 5 Yrs
TraumaFX(9)	Petaluma Business Center	19,883	3.9%	$262,456	3.3%	$13.20	6/30/2023	N/A
Subtotal/Wtd. Avg.		346,515	67.7%	$5,850,988	73.1%	$16.89
Other Tenants		125,496	24.5%	$2,152,770	26.9%	$17.15
Total Occupied Space		472,011	92.2%	$8,003,758	100.0%	$16.96
Vacant Space(3)		40,154	7.8%	$0	0.0%	$0.00
Total/Wtd. Avg.		512,165	100.0%	$8,003,758	100.0%	$16.96

(1) Information is based on the underwritten rent roll.

(2) Wtd. Avg. Annual UW Rent PSF excludes vacant space. All leases for tenants individually shown are triple-net except for Ygrene Energy Fund CA LLC, Panamax, LLC, CamelBak Products, Inc., and AVRS, Inc. which are gross or full service gross leases.

(3) Calix Networks, Inc. had one, 5-year renewal option that expired on February 28, 2018. Calix Networks, Inc. is currently in negotiations with the North Bay Portfolio Borrower to renew and occupy approximately 59,632 SF of its space and sublet the remaining approximate 22,450 SF. The 22,450 SF has been treated as vacant space in the lender’s underwriting.

(4) Ygrene Energy Fund CA LLC leases 39,528 SF under a sublease from The GAP Inc. and 4,075 SF under a co-terminous direct lease. Ygrene Energy Fund CA LLC pays current annual rent under its sublease to The GAP Inc. of $22.20 per SF and annual rent under its direct lease of $27.81 per SF. The Annual UW Rent represents the actual rent as of March 2019 paid by The GAP Inc. and the rent paid by Ygrene Energy Fund CA LLC pursuant to their respective leases.

(5) Panamax, LLC leases 36,701 SF at South Petaluma Business Center and 3,743 SF at Lakeville Business Center under co-terminous leases.

(6) CamelBak Products, Inc. leases 32,730 SF at South Petaluma Business Center and 6,665 SF at Lakeville Business Center under co-terminous leases.

(7) Hydropoint Data Systems is entitled to $144,575 of tenant improvements, which amount has been fully reserved by the lender.

(8) Symbio, LLC is entitled to $428,145 of tenant improvements, which amount has been fully reserved by the lender.

(9) TraumaFX has a signed lease and is expected take occupancy by May 2018. The lease provides for abated rent through June 30, 2018 and $157,315 of tenant improvements, which amounts have been fully reserved by the lender.

The following table presents certain information relating to the lease rollover schedule at the North Bay Portfolio Properties:

Lease Rollover Schedule(1)(2)
Year	# of Leases Rolling	SF Rolling	Approx. % of Total SF Rolling	Approx. Cumulative % of SF Rolling	UW GPR PSF Rolling(3)	Total UW GPR Rolling	Approx. % of Total GPR Rolling	Approx. Cumulative % of Total GPR Rolling
2018	1	22,599	4.4%	4.4%	$10.69	$241,666	3.0%	3.0%
2019	4	120,510	23.5%	27.9%	$12.92	$1,556,499	19.4%	22.5%
2020	4	73,065	14.3%	42.2%	$20.67	$1,510,299	18.9%	41.3%
2021	3	52,766	10.3%	52.5%	$21.98	$1,159,677	14.5%	55.8%
2022	2	17,788	3.5%	56.0%	$15.50	$275,794	3.4%	59.3%
2023	5	72,248	14.1%	70.1%	$12.29	$888,176	11.1%	70.4%
2024	2	45,614	8.9%	79.0%	$22.47	$1,024,894	12.8%	83.2%
2025	2	8,123	1.6%	80.6%	$13.82	$112,246	1.4%	84.6%
2026	1	17,554	3.4%	84.0%	$24.19	$424,605	5.3%	89.9%
2027	1	22,698	4.4%	88.4%	$14.03	$318,515	4.0%	93.9%
2028	1	19,046	3.7%	92.2%	$25.80	$491,387	6.1%	100.0%
2029 & Beyond	0	0	0.0%	92.2%	$0.00	$0	0.0%	100.0%
Vacant	0	40,154	7.8%	100.0%	$0.00	$0	0.0%	100.0%
Total/Wtd. Avg.	26	512,165	100.0%		$16.96	$8,003,758	100.0%

(1) Information is based on the underwritten rent roll. Certain tenants may have multiple leases which are consolidated as presented.

(2) Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the lease rollover schedule.

(3) Total/Wtd. Avg. UW GPR PSF Rolling excludes vacant space.

The Market. The North Bay Portfolio Properties are located in Petaluma, Sonoma County, California. The City of Petaluma is located along a 5.5 mile stretch of U.S. Highway 101 (access approximately 0.5 miles west of the North Bay Portfolio Properties) and is the first city north of Marin County. In

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addition to the access provided by Highway 101, Petaluma is served by the recently completed first phase of the Sonoma-Marin Area Rail Transit (SMART) passenger train service which connects San Rafael, passing through Petaluma to Santa Rosa approximately 40 miles north.

According to a third party market data provider, the third quarter 2017 vacancy rates for the Petaluma office and industrial markets were 13.3% and 5.3%, respectively. Petaluma is a boutique office market that is home to companies including CamelBak, Lagunitas Brewery, Clover-Sonoma, Kala Music Company, and Mesa/Boogie. Petaluma’s industrial sector has historically been the most desired type of commercial space which has more recently been bolstered by the growth in the craft brewing and cannabis industries around Petaluma. The area benefits from its proximity to the Bay Area while offering slightly lower rents. Additionally, as the physical gateway to the Bay Area, Wine Country, and the coastal regions, Petaluma is well located for shipping and distribution uses.

According to the appraisal, the estimated 2017 population within a one-, three- and five-mile radius of the Petaluma Business Center property was 7,422, 48,783 and 88,378, respectively, and the 2017 average household income within the same radii was $107,867, $105,468 and $105,988, respectively. The estimated 2017 population within a one-, three- and five-mile radius of the Lakeville Business Center property and the South Petaluma Business Center property was 9,304, 56,874 and 67,261, respectively, and the 2017 average household income within the same radii was $104,792, $106,195 and $108,712, respectively.

The following table presents recent leasing data at comparable office properties with respect to the North Bay Portfolio Properties:

Comparable Lease Summary
Property Name Address	Property Size / Year Built	Tenant	Lease Area (SF)	Lease Date	NNN Base Rent PSF	Lease Term (Yrs.)	Rent Steps / TI / Free Rent
Redwood Business Center 1383 N. McDowell Blvd.	58,299 / 2007	Amerifirst Financial	2,819	Oct 2017	$15.20	3.3	3.0% / $0 / 3 mos
Southpoint Business Park 740 Southpoint Boulevard	42,926 / 1990	Rustic Bakery	10,750	Jul 2017	$12.00	1.0	0% / $0 / 0 mos
Redwood Business Park 1318 Redwood Way	35,076 / 1988	Vista International	3,495	Jun 2017	$11.60	5.0	3.0% / $0 / 0 mos
Cader Corporate Center 1490 Cader Lane	94,000 / 2016	Tomales Bay Foods	30,000	Jul 2016	$8.76	10.0	3.0% / $10 / 4 mos

Source:Appraisal.

Operating History and Underwritten Net Cash Flow.The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the North Bay Portfolio Properties:

Cash Flow Analysis
	2015	2016	2017	UW	UW PSF
Gross Potential Rent(1)	$5,319,595	$6,669,313	$6,959,409	$8,557,147	$16.71
Reimbursements	$903,822	$1,072,344	$1,126,677	$1,351,581	$2.64
Other Income(2)	$2,447	$50,523	$254,669	$0	$0.00
Concessions	$0	($24,760)	($10,000)	$0	$0.00
Vacancy	$0	$0	$0	($907,074)	($1.77)
Effective Gross Income	$6,225,864	$7,767,420	$8,330,755	$9,001,654	$17.58
Total Operating Expenses	$2,233,675	$2,840,862	$2,945,690	$2,935,923	$5.73
Net Operating Income(3)	$3,992,189	$4,926,558	$5,385,065	$6,065,732	$11.84
TI/LC	$0	$0	$0	$501,823	$0.98
Capital Expenditures	$0	$0	$0	$102,433	$0.20
Net Cash Flow	$3,992,189	$4,926,558	$5,385,065	$5,461,476	$10.66
Occupancy %(4)	90.8%	87.8%	88.7%	92.2%
NOI DSCR (IO)(5)	1.62x	2.00x	2.18x	2.46x
NOI DSCR (P&I)(5)	1.22x	1.50x	1.64x	1.85x
NCF DSCR (IO)(5)	1.62x	2.00x	2.18x	2.21x
NCF DSCR (P&I)(5)	1.22x	1.50x	1.64x	1.66x
NOI Debt Yield(5)	7.4%	9.1%	10.0%	11.2%
NCF Debt Yield(5)	7.4%	9.1%	10.0%	10.1%

(1) UW Gross Potential Rent is based on the February 15, 2018 underwritten rent roll with rent steps taken through March 1, 2019 of $254,028. UW Gross Potential Rent also includes grossed up vacant space of $553,389.

(2) Other Income includes one-time lease termination fees.

(3) The increase in Net Operating Income is primarily a result of 227,116 SF of new or renewed leasing activity from 2016 to 2018.

(4) Historical Occupancy as shown represents the leased SF with physical occupancy as of December 31, 2015, December 31, 2016 and December 31, 2017 being 85.5%, 86.1% and 82.7%, respectively. UW Occupancy represents the leased SF as of February 15, 2018, with physical occupancy being 81.5%.

(5) Debt service coverage ratios and debt yields are based on the North Bay Portfolio Whole Loan.

Escrows and Reserves. The North Bay Portfolio Borrower deposited at loan origination $61,195 to a tax reserve and is required to deposit monthly 1/12^th of the estimated annual property taxes (initially $61,195) and 1/12^th of the estimated annual insurance premiums (unless the North Bay Portfolio Properties are covered by an acceptable blanket policy). The North Bay Portfolio Borrower deposited at loan origination $28,000 for immediate repairs (125% of the estimated cost of completion) and is required to deposit monthly $10,670 (during the first five years of the loan term) and $8,536

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BANK 2018-BNK11 North Bay Portfolio

(thereafter) for any replacements. Additionally, the North Bay Portfolio Borrower deposited at loan origination $500,000 for general tenant improvements and leasing commissions and is required to deposit monthly $42,680 ($1.00 per SF annually), capped at $1,536,495. The North Bay Portfolio Borrower deposited at loan origination $2,439,366 for tenant improvements relating to the tenants Hydropoint Data Systems, TraumaFX, Courseco, Kaiser and Symbio, and $113,802 for free/gap rent related to the tenants TraumaFX and Courseco.

Lockbox and Cash Management. The North Bay Portfolio Whole Loan documents require a springing lockbox with springing cash management upon the occurrence of a Cash Sweep Period (as defined below). During the continuance of a Cash Sweep Period, all funds in the lockbox account are required to be swept each business day to a lender-controlled cash management account and disbursed in accordance with the North Bay Portfolio Whole Loan documents. All excess cash flow will be required to be held as additional security for the North Bay Portfolio Whole Loan until discontinuance of the Cash Sweep Period. A Cash Sweep Period may be cured twice, and thereafter if a Cash Sweep Period occurs, cash management will remain in place and excess cash flow will continue to be collected and held by the lender and not disbursed to the North Bay Portfolio Borrower for the remaining term of the North Bay Portfolio Whole Loan.

A “Cash Sweep Period” means the period commencing when the amortizing debt service coverage ratio for the immediately preceding six month period is less than 1.15x, ending when the amortizing debt service coverage ratio for the immediately preceding six month period equals or exceeds 1.15x for two consecutive calendar quarters.

Additional Secured Indebtedness (not including trade debts). The North Bay Portfolio Properties also secure the North Bay Portfolio Serviced Pari Passu Companion Loan, which has a Cut-off Date principal balance of $19,000,000, and accrues interest at the same rate as the North Bay Portfolio Mortgage Loan. The North Bay Portfolio Mortgage Loan is entitled to payments of interest and principal on apro rata andpari passu basis with the North Bay Portfolio Serviced Pari Passu Companion Loan. The holders of the North Bay Portfolio Mortgage Loan and the North Bay Portfolio Serviced Pari Passu Companion Loan have entered into a co-lender agreement which sets forth the allocation of collections on the North Bay Portfolio Whole Loan. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” in the Prospectus.

Mezzanine Loan and Preferred Equity. Not permitted.

Release of Property. Not permitted.

Terrorism Insurance.The North Bay Portfolio Borrower is required to obtain and maintain property insurance that covers perils of terrorism and acts of terrorism in an amount equal to the full replacement cost of the North Bay Portfolio Properties and business interruption insurance for 18 months with a 6 month extended period of indemnity. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus.

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BANK 2018-BNK11 Prescott Valley Crossroads

Mortgage Loan No. 8 – Prescott Valley Crossroads

 

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BANK 2018-BNK11 Prescott Valley Crossroads

Mortgage Loan No. 8 – Prescott Valley Crossroads

 

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BANK 2018-BNK11 Prescott Valley Crossroads

Mortgage Loan No. 8 – Prescott Valley Crossroads

 

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BANK 2018-BNK11 Prescott Valley Crossroads

Mortgage Loan No. 8 – Prescott Valley Crossroads

Mortgage Loan Information					Property Information
Mortgage Loan Seller:		BANA			Single Asset/Portfolio:	Single Asset
Original Balance:		$32,010,000			Location:	Prescott Valley, AZ 86314
Cut-off Date Balance:		$32,010,000			General Property Type:	Retail
% of Initial Pool Balance:		4.7%			Detailed Property Type:	Anchored
Loan Purpose:		Refinance			Title Vesting:	Fee
Sponsor:		Kitchell Corporation			Year Built/Renovated:	2009-2016/N/A
Mortgage Rate:		4.8500%			Size:	251,163 SF
Note Date:		3/15/2018			Cut-off Date Balance PSF:	$127
First Payment Date:		5/1/2018			Maturity Date Balance PSF:	$113
Maturity Date:		4/1/2028			Property Manager:	Kitchell Property Management (borrower-related)
Original Term to Maturity		120 months
Original Amortization Term:		360 months			Underwriting and Financial Information
IO Period:		36 months			UW NOI:	$3,227,077
Seasoning:		0 months			UW NOI Debt Yield:	10.1%
Prepayment Provisions:		LO (24); YM1 (92); O (4)			UW NOI Debt Yield at Maturity:	11.4%
Lockbox/Cash Mgmt Status:		Springing/Springing			UW NCF DSCR:	1.92x (IO)          1.49x( P&I)
Additional Debt Type:		N/A			Most Recent NOI:	$3,035,676 (12/31/2017)
Additional Debt Balance:		N/A			2nd Most Recent NOI:	$2,668,233 (12/31/2016)
Future Debt Permitted (Type):		No (N/A)			3rd Most Recent NOI:	$2,315,715 (12/31/2015)
Reserves(1)					Most Recent Occupancy(2):	94.3% (2/1/2018)
Type	Initial		Monthly	Cap	2nd Most Recent Occupancy:	93.8% (12/31/2016)
RE Tax:	$30,512		$30,512	N/A	3rd Most Recent Occupancy(3):	93.0% (12/31/2015)
Insurance:	$0		Springing	N/A	Appraised Value (as of):	$49,000,000 (2/6/2018)
Recurring Replacements:	$0		$4,186	$200,928	Cut-off Date LTV Ratio:	65.3%
TI/LC:	$93,783		$20,930	$1,500,000	Maturity Date LTV Ratio:	57.7%
Borrower Obligations:	$138,510		$0	N/A
Free Rent:	$36,671		$0	N/A

Sources and Uses
Sources	Proceeds		% of Total	Uses	Proceeds	% of Total
Loan Amount:		$32,010,000	99.8%	Loan Payoff:	$31,113,123	97.0%
Borrower Equity:		$65,000	0.2%	Closing Costs:	$662,401	2.1%
				Reserves:	$299,476	0.9%
Total Sources:		$32,075,000	100.0%	Total Uses:	$32,075,000	100.0%

(1) See “Escrows and Reserves” below for further discussion of reserve requirements.

(2) Most Recent Occupancy includes one new tenant, Lindo Mexico (1.5% of NRA), that has an executed lease and taken possession of its space but is not yet in occupancy. All gap rent between loan origination and rent commencement has been fully reserved by the lender.

(3) The Prescott Valley Crossroads Property (as defined below) was built in phases between 2009 and 2016. 3^rd Most Recent Occupancy is based on available built rentable area as of December 31, 2015.

The Mortgage Loan.The eighth largest mortgage loan (the “Prescott Valley Crossroads Mortgage Loan”) is evidenced by a promissory note in the original principal amount of $32,010,000 and secured by a first priority fee mortgage encumbering an anchored retail power center in Prescott Valley, Arizona (the “Prescott Valley Crossroads Property”). Proceeds of the Prescott Valley Crossroads Mortgage Loan were used to refinance the previous loan secured by the Prescott Valley Crossroads Property, pay closing costs and fund upfront reserves.

The Borrower and the Sponsor. The borrower is SD Ranch, LLC (the “Prescott Valley Crossroads Borrower”), a single-purpose Arizona limited liability company with at least one independent director and a springing member under certain circumstances. Equity ownership in the Prescott Valley Crossroads Borrower is held by YK Commercial Realty, LLC, which is owned equally (50%/50%) by W Prescott Valley, L.L.C. and Prescott Valley Crossroads, LLC. W Prescott Valley, L.L.C. is indirectly held by Lisa Worthington US Trust (85%) and Worthington Family Trust (15%). Prescott Valley Crossroads, LLC is majority held (75%) by Kitchell Development Company, which is 100% owned by Kitchell Corporation.

Kitchell Development Company is the non-recourse carveout guarantor. If a buy/sell event occurs such that W Prescott Valley, L.L.C. becomes the sole indirect owner of the Prescott Valley Crossroads Borrower, then Lisa C. Worthington has been approved as a replacement guarantor provided that at the time of replacement she continues to satisfy a minimum net worth of $20,000,000 and liquidity of $2,000,000, and there has been no material adverse change since the origination of the Prescott Valley Crossroads Mortgage Loan.

Kitchell Corporation is an employee-owned holding company of several real estate companies including Kitchell Contractors, Inc., Kitchell Capital Expenditure Managers, Inc., Kitchell Development Company, hardison/downey Construction, Inc., Kitchell Facilities Management, Inc., American Refrigerations Supplies, and FDI Planning Consultants, Inc. The portfolio of companies offer real estate services including contracting and construction management, real estate development, engineering and architecture, and property management.

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BANK 2018-BNK11 Prescott Valley Crossroads

The Property.The Prescott Valley Crossroads Property is a 251,163 SF anchored retail power center located in Prescott Valley, Arizona. The Prescott Valley Crossroads Property is comprised of 14 single story buildings and includes a total of 1,682 parking spaces (6.7 spaces per 1,000 SF of NRA). As of February 1, 2018, the Prescott Valley Crossroads Property was 94.3% leased by 22 tenants. The anchor tenants are Hobby Lobby, Dick’s Sporting Goods, Sprouts Farmers Market, Ross and TJ Maxx, with no other tenant accounting for more than 4.1% of NRA or 5.6% of underwritten rent. Other notable tenants include Cracker Barrel, ULTA Salon, Dollar Tree, rue21, Maurices and Chase Bank. The Prescott Valley Crossroads Property is shadow anchored by a 137,627 SF corporate-owned Home Depot and five pads including a Carl’s Jr., La-Z-Boy, Native Grill, Bridgestone and Chick Fil A. The Prescott Valley Crossroads Property was previously also shadow anchored by a Walmart corporate-owned Sam’s Club, which closed in January 2018 as a part of a 63-store nationwide contraction. Walmart maintains a presence in the immediate area with two Walmart Supercenters located off State Route 69 within four miles in both directions of the Prescott Valley Crossroads Property.

Historical occupancy at the Prescott Valley Crossroads Property was 94.3%, 95.3%, 93.0%, 93.8% and 92.4% as of the end of the calendar years 2013, 2014, 2015, 2016 and 2017 respectively, based on the available built rentable area. The Prescott Valley Crossroads Property was built in phases between 2009 and 2016. Recent leasing includes ten new or renewed leases (23.6% of NRA and 28.6% of underwritten rent) since 2016.

The Prescott Valley Crossroads Property is located on the west side of the city of Prescott Valley, with 1,223 feet of frontage on the north side of State Route 69 and 2,882 feet of frontage on the south side of State Route 69, which provides visibility and access for both Prescott Valley and the neighboring town of Prescott. According to a state transportation agency, the traffic count at the Prescott Valley Crossroads Property’s location on State Route 69 averages approximately 37,732 vehicles per day.

Major Tenants.

Hobby Lobby(54,295 SF, 21.6% of NRA, 14.2% ofunderwritten rent). Hobby Lobby is an original anchor tenant to the Prescott Valley Crossroads Property, opening in the first phase of the development. Hobby Lobby opened for business at the Prescott Valley Crossroads Property in 2009 and operates under a lease expiring on August 31, 2024 which includes three 5-year renewal options. Hobby Lobby reported annual sales at the Prescott Valley Crossroads Property of approximately $3.6 million ($67 PSF), $3.8 million ($70 PSF), $4.2 million ($77 PSF), $4.5 million ($84 PSF), $4.7 million ($86 PSF), $4.9 million ($90 PSF) and $4.9 million ($91 PSF) as of the end of the calendar years 2010, 2011, 2012, 2013, 2014, 2015 and 2016, respectively. Hobby Lobby is a large privately owned arts-and-crafts retailer, with over 800 stores across 47 states. The nearest Hobby Lobby is located approximately 85 miles from the Prescott Valley Crossroads Property in Phoenix.

Dick’s Sporting Goods (35,000 SF, 13.9% of NRA, 12.6% of underwritten rent). Dick’s Sporting Goods (NYSE: DKS) is an original anchor tenant to the Prescott Valley Crossroads Property, opening in 2013. Dick’s Sporting Goods’ lease expires on January 31, 2024 and includes four 5-year renewal options. Dick’s Sporting Goods is not required to report sales. Dick’s Sporting Goods is a sporting goods retailer which as of February 2018 was operating 716 stores in 47 states plus 94 Golf Galaxy and 35 Field & Stream specialty stores. Dick’s Sporting Goods reported 2017 revenue of $7.92 billion, increased from $7.27 billion the prior year. The nearest Dick’s Sporting Goods is located approximately 73 miles from the Prescott Valley Crossroads Property in Phoenix.

Sprouts Farmers Market (27,994 SF, 11.1% of NRA, 12.8% of underwritten rent).Sprouts Farmers Market (NASDAQ: SFM) is an original anchor tenant to the Prescott Valley Crossroads Property, opening in 2014. Sprouts Farmers Market’s lease expires on June 30, 2029 and includes three 5-year renewal options. Sprouts Farmers Market is not required to report sales. Sprouts Farmers Market is a healthy foods grocery store chain with more than 285 stores across 15 states (32 opened in 2017) and 4 distribution centers. Sprouts Farmers Market reported 2017 net sales of $4.7 billion, a 15% increase from 2016, and comparable store sales growth of 2.9%. The nearest Sprouts Farmers Market is located approximately 7 miles from the Prescott Valley Crossroads Property in Prescott.

The following table presents a summary regarding the major tenants at the Prescott Valley Crossroads Property (of which certain tenants may have co-tenancy provisions):

	Tenant Summary(1)
Tenant Name		Credit Rating (Fitch/Moody’s/S&P)(2)	Tenant SF	Approx. % of SF	Annual UW Rent	Annual UW Rent PSF(3)	% of Annual UW Rent		Occ. Cost %(4)	Lease Expiration
								Most Recent Sales PSF(4)
Major Tenants
Hobby Lobby		NR / NR/ NR	54,295	21.6%	$466,937	$8.60	14.2%	$91	9.5%	8/31/2024
Dick’s Sporting Goods		NR / NR/ NR	35,000	13.9%	$414,750	$11.85	12.6%	N/A	N/A	1/31/2024
Sprouts Farmers Market		NR / NR/ NR	27,994	11.1%	$418,510	$14.95	12.8%	N/A	N/A	6/30/2029
Ross		NR / A3 / A-	25,000	10.0%	$275,000	$11.00	8.4%	N/A	N/A	1/31/2027
TJ Maxx		NR / A2 / A+	23,024	9.2%	$241,752	$10.50	7.4%	$230	4.6%	9/30/2024
Subtotal/Wtd. Avg.			165,313	65.8%	$1,816,949	$10.99	55.4%
Other Tenants			71,646	28.5%	$1,462,026	$20.41	44.6%
Vacant Space			14,204	5.7%	$0	$0	0.0%
Total/Wtd. Avg.			251,163	100.0%	$3,278,975	$13.84	100.0%

(1) Information is based on the underwritten rent roll as of February 1, 2018.

(2) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(3) Wtd. Avg. Annual UW Rent PSF excludes vacant space.

(4) Most Recent Sales PSF and Occ. Cost % are shown for tenants that are required to report sales. Most Recent Sales PSF for Hobby Lobby are for the trailing twelve months ended December 2016. Most Recent Sales PSF for TJ Maxx are for the trailing twelve months ended January 2017. Occ. Cost % is based on the underwritten rent as of the February 1, 2018 rent roll divided by the most recently reported sales.

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BANK 2018-BNK11 Prescott Valley Crossroads

The following table presents certain information relating to the lease rollover at the Prescott Valley Crossroads Property:

Lease Rollover Schedule(1)(2)
Year	# of Leases Rolling	SF Rolling	Approx. % of Total SF Rolling	Approx. Cumulative % of SF Rolling	Total UW Rent Rolling	Annual UW Rent PSF Rolling(3)	Approx. % of Total Rent Rolling	Approx. Cumulative % of Total Rent Rolling
MTM	0	0	0.0%	0.0%	$0	$0.00	0.0%	0.0%
2018	0	0	0.0%	0.0%	$0	$0.00	0.0%	0.0%
2019	0	0	0.0%	0.0%	$0	$0.00	0.0%	0.0%
2020	1	1,279	0.5%	0.5%	$39,832	$31.14	1.2%	1.2%
2021	1	3,000	1.2%	1.7%	$64,500	$21.50	2.0%	3.2%
2022	2	4,680	1.9%	3.6%	$95,805	$20.47	2.9%	6.1%
2023	4	24,145	9.6%	13.2%	$354,651	$14.69	10.8%	16.9%
2024	4	122,319	48.7%	61.9%	$1,308,439	$10.70	39.9%	56.8%
2025	3	9,918	3.9%	65.8%	$285,876	$28.82	8.7%	65.5%
2026	0	0	0.0%	65.8%	$0	$0.00	0.0%	65.5%
2027	3	36,587	14.6%	80.4%	$469,236	$12.83	14.3%	79.9%
2028	1	2,007	0.8%	81.2%	$58,000	$28.90	1.8%	81.6%
2029 & Beyond	3	33,024	13.1%	94.3%	$602,636	$18.25	18.4%	100.0%
Vacant	0	14,204	5.7%	100.0%	$0	$0.00	0.0%	100.0%
Total/Wtd. Avg.	22	251,163	100.0%		$3,278,975	$13.84	100.0%

(1) Information is based on the underwritten rent roll as of February 1, 2018.

(2) Certain tenants may have lease termination options that are exercisable prior to the stated expiration date of the subject lease or leases which are not considered in the lease rollover schedule.

(3) Total/Wtd. Avg. Annual UW Rent PSF Rolling excludes vacant space.

The Market. The Prescott Valley Crossroads Property is located in the City of Prescott Valley, Arizona in the Prescott core based statistical area (the “Prescott CBSA”). According to the appraisal, the Prescott CBSA is attracting new residents, has a growing gross metropolitan product and growing employment and income levels. The warm weather, below average living costs and abundance of 55+ communities make the metropolitan area home to the largest senior citizen population outside of Florida; the senior population has grown at more than 1.5 times the national pace since 2012. The October 2017 unemployment rate for the Prescott CBSA was 4.3%, with top employers including Yavapai Regional Medical Center, Veterans Affairs Medical Center and Freeport-McMoran Mine.

The City of Prescott Valley is located approximately 80 miles northwest of Phoenix and 9 miles east of the city of Prescott. Access to the city is provided by State Route 69, which connects to Interstate 17 (leading to Phoenix and Flagstaff) and Interstate 40. Prescott Valley is served by Ernest A. Love Field, the second-busiest airport in Arizona behind Sky Harbor Airport in Phoenix. Prescott Valley is home to the Yavapai Regional Medical Center’s East Campus, the largest private employer, as well as several colleges and universities including Yavapai College, Old Dominion University, Northern Arizona University/Yavapai, Embry-Riddle Aeronautical University and Prescott College. Prescott Valley features over 263 acres of developed parkland and is a destination for outdoor activities for use of its lakes, fishing, hiking and camping. Prescott Valley is located within 10 minutes of the Prescott National Forest.

Prescott Valley was incorporated in 1978 with a population of 1,520 and is the fastest growing municipality in Yavapai County. According to a town government division, from 2000 to 2016, Prescott Valley’s population grew 93% to 45,500 people and its retail sales have grown 268% to $439.6 million. For 2017, Prescott Valley had retail inventory of approximately 2.3 million SF with a vacancy rate of 9.3% and average NNN rents of $12.41 PSF. According to the appraisal, within a three-mile radius of the Prescott Valley Crossroads Property are 930 apartment units with a vacancy rate of 4.0%, approximately 384,315 SF of office space with a vacancy rate of 6.9% and approximately 256,068 SF of flex/industrial space with a vacancy rate of 0.9%. Daytime employment within a three-mile radius of the Prescott Valley Crossroads Property includes approximately 1,424 businesses and 10,350 employees.

According to the appraisal, the estimated 2017 population within a one-, three- and five-mile radius was 3,887, 23,465 and 48,328, respectively. The estimated 2017 average household income within a one-, three- and five-mile radius was $55,442, $57,549 and $58,412, respectively. Within a five-mile radius, the 2017 aggregate retail sales were $1,129,324 ($57,554 of retail sales per household).

According to the appraisal, there are no new retail properties under construction that would have a direct impact on the Prescott Valley Crossroads Property.

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BANK 2018-BNK11 Prescott Valley Crossroads

The following table reflects the competitive retail properties with respect to the Prescott Valley Crossroads Property:

Competitive Property Summary
Property Name City. State	Center Type	Year Built/ Renovated	Size (SF)	Occupancy	Anchor Tenants	Distance (miles)
Prescott Valley Crossroads Prescott Valley, AZ	Power Center	2009-2016 / N/A	251,163	94%	Hobby Lobby, Dick’s Sporting Goods, Sprout’s Farmers Market, Ross Dress for Less, TJ Maxx	N/A
Frontier Village Prescott, AZ	Power Center	1991 / N/A	680,400	85%	Home Depot, Target, Ross Dress For Less, Office Max, At Home	5.0
Prescott Gateway Mall Prescott, AZ	Regional Center	2001 / 2004	549,939	87%	Dillard’s, JC Penney, Sears, Bed Bath & Beyond, Cost Plus World Market	3.5
Village at the Boulders Prescott, AZ	Community Center	1976 / 2005	330,243	98%	Walmart, Big Lots, Tuesday Morning, Jo-Ann	9.0
Glassford Hill Marketplace Prescott Valley, AZ	Neighborhood Center	2007 / N/A	137,064	100%	Kohls	2.7
Depot Marketplace Prescott, AZ	Neighborhood Center	1966 / 1999	139,171	98%	Sprouts	7.0

Source: Appraisal

The following table reflects comparable retail leases with respect to the Prescott Valley Crossroads Property:

Comparable Lease Summary
Property Name City. State	Year Built/ Renovated	Size (SF)	Tenant	Lease Area (SF)	Lease Date	Base Rent PSF NNN	Lease Term (Yrs.)
Anchor Tenants
Prescott Valley Crossroads Prescott Valley, AZ	2009-2016 / N/A	251,163	Ross Dress For Less	25,000	Mar -16	$11.00	10
Depot Marketplace Prescott, AZ	1993 / N/A	91,461	Sprouts	44,237	Jan – 17	$9.04	15
Ocotillo Plaza – Goodwill Chandler, AZ	2000 / 2017	121,829	Goodwill Industries	35,394	Aug – 17	$12.50	10
Sprouts – The Plant Chandler, AZ	2016 / N/A	N/A	Sprouts	28,806	Jun -16	$17.50	15
Artie’s Ace Hardware Phoenix, AZ	1980 / 2016	25,766	Artie’s Ace Hardware	25,766	Jan – 17	$13.50	10
Sprouts Farmers Market – Mesa Shores Mesa, AZ	1985 / 2016	N/A	Sprouts	24,970	Sept - 16	$15.74	10
In-Line Tenants
Prescott Valley Crossroads Prescott Valley, AZ	2009-2016 / N/A	251,163	Rue 21 Maurice’s Mattress Firm Lindo Mexican Restaurant Kay Jewelers uBreakiFix	6,503 5,084 4,200 3,663 2,007 1,128	May -16 Nov – 16 Jun – 15 Jan – 18 Jan – 18 Dec – 17	$16.50 $17.10 $32.00 $19.00 $28.90 $18.00	10 10 10 5 10 5
Town & Country Valley Center Prescott Valley, AZ	1990 / N/A	110,967	Aspen Dental	3,500	Jun - 15	$30.50	10
Glassford Hill Marketplace Prescott Valley, AZ	2007 / N/A	137,064	Starbucks Digitell Cellular Firehouse Subs Sprint Wireless Generation (Cricket) Papa John’s Pizza Gadget Doc	2,400 2,400 2,000 1,500 1,100 1,036 961	Dec – 15 Mar – 15 Jun – 15 Jan – 15 Jan - 16 Jan - 16 Oct - 15	$35.00 $27.00 $16.00 $21.00 $24.00 $25.50 $16.00	10 5 5 3 5 5 3
Depot Marketplace Prescott, AZ	1993 / N/A	91,461	Subway	1,500	May - 17	$21.00	7

Source: Appraisal

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BANK 2018-BNK11 Prescott Valley Crossroads

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Prescott Valley Crossroads Property:

Cash Flow Analysis
	2014(1)	2015(1)	2016	2017	UW	UW PSF
Gross Potential Rent(2)	$1,867,716	$2,474,465	$2,949,049	$3,069,143	$3,625,051	$14.43
Total Recoveries	$384,181	$486,578	$448,878	$652,105	$743,801	$2.96
Less Vacancy	$0	$0	$0	$0	$346,076	$1.38
Effective Gross Income	$2,251,897	$2,961,043	$3,397,927	$3,721,248	$4,022,775	$16.02
Total Expenses	$496,507	$645,328	$729,694	$685,572	$795,698	$3.17
Net Operating Income	$1,755,390	$2,315,715	$2,668,233	$3,035,676	$3,227,077	$12.85
Capital Expenditures	$0	$0	$0	$0	$50,233	$0.20
TI/LC	$0	$0	$0	$0	$149,122	$0.59
Net Cash Flow	$1,755,390	$2,315,715	$2,668,233	$3,035,676	$3,027,722	$12.05
Occupancy %	95.3%	93.0%	93.8%	94.3%(3)	92.1%
NOI DSCR (IO)	1.12x	1.47x	1.70x	1.93x	2.05x
NOI DSCR (P&I)	0.87x	1.14x	1.32x	1.50x	1.59x
NCF DSCR (IO)	1.12x	1.47x	1.70x	1.93x	1.92x
NCF DSCR (P&I)	0.87x	1.14x	1.32x	1.50x	1.49x
NOI Debt Yield	5.5%	7.2%	8.3%	9.5%	10.1%
NCF Debt Yield	5.5%	7.2%	8.3%	9.5%	9.5%

(1) The Prescott Valley Crossroads Property was built in phases between 2009 and 2016. Historical cash flows and historical occupancy are based on available built rentable area as of December 31, 2015 or December 31, 2014, as applicable.

(2) UW Gross Potential Rent is based on the rent roll dated February 1, 2018 and includes rent steps through March 1, 2019 totaling $20,552 and grossed up vacant space equal to $346,076.

(3) Occupancy as of February 1, 2018 and includes one new tenant, Lindo Mexico (1.5% of NRA), that has an executed lease and taken possession of its space but is not yet in occupancy. All gap rent between origination and rent commencement has been fully reserved by the lender.

Escrows and Reserves. The Prescott Valley Crossroads Borrower is required to deposit monthly into escrow (i) 1/12 of the annual estimated real estate tax payments (currently $30,152) (unless any tenant is obligated pursuant to its lease to pay taxes directly, such tenant is not in default and the Prescott Valley Crossroads Borrower delivers to the lender evidence of such tenant’s current payment of taxes), (ii) 1/12 of the annual estimated insurance premiums (unless an acceptable blanket insurance policy is in place), and (iii) $4,186 for replacement reserves, subject to a cap of $200,928. At origination, the Prescott Valley Crossroads Borrower deposited $93,783 with lender for tenant improvements and leasing commissions (“TI/LC”) reserves, and is required to deposit monthly $20,930 as TI/LC reserves, subject to a cap of $1,500,000. Additionally, at origination, the Prescott Valley Crossroads Borrower deposited $138,510 with the lender for outstanding borrower obligations relating to the tenants Kay Jewelers, Lindo Mexican Restaurant and uBreakiFix and $36,671 for gap rent related to the tenants Lindo Mexican Restaurant and uBreakiFix.

Lockbox and Cash Management. The Prescott Valley Crossroads Mortgage Loan has a springing lockbox with springing cash management. Upon the occurrence of a Cash Sweep Event Period (as defined below), the Prescott Valley Crossroads Borrower is required to establish a lender-controlled lockbox account, and direct all tenants to pay rents directly into such lockbox account, and a lender-controlled cash management account. During the continuance of a Cash Sweep Event Period, funds in the lockbox account are required to be swept daily to the cash management account and, provided no event of default is continuing, applied on each monthly payment date to pay debt service on the Prescott Valley Crossroads Mortgage Loan, to fund required reserve deposits, to pay operating expenses consistent with the annual budget and extraordinary expenses approved by the lender, and to deposit any remaining cash flow and any Hobby Lobby Cash Sweep Cure Deposit (as defined below) to an account to be held by the lender as additional security for the Prescott Valley Crossroads Mortgage Loan.

A “Cash Sweep Event Period” will commence upon the occurrence of (a) an event of default, (b) the debt service coverage ratio (assuming a 30-year amortization schedule) being less than 1.10x for the immediately preceding six consecutive months, tested quarterly (a “DSCR Event”), and/or (c) a Hobby Lobby Tenant Event (as defined below).

A “Hobby Lobby Tenant Event” means the date that (i) Hobby Lobby vacates, goes dark, or gives notice to vacate, go dark or terminate its lease, (ii) Hobby Lobby is required to exercise its option to extend its lease term but has not exercised such option, or if no such date is specified, the date that is 12 months prior to the expiration of the Hobby Lobby lease, (iii) Hobby Lobby defaults in payment of rent beyond notice and cure periods, or (iv) Hobby Lobby or its lease guarantor has filed for bankruptcy or become the subject of a bankruptcy filing.

A Cash Sweep Event Period will terminate if (1) no event of default exists and (2) in the case of a DSCR Event, the debt service coverage ratio (assuming a 30-year amortization schedule) is equal to or greater than 1.10x for the immediately preceding six consecutive months, tested quarterly, for two consecutive quarters or (3) in the case of a Hobby Lobby Tenant Event, (x)(A) with respect to clause (i) or (ii) of the definition of a Hobby Lobby Tenant Event, Hobby Lobby has no longer vacated or gone dark, rescinds its notice to vacate, go dark or terminate its lease, or renews or extends its lease, (B) with respect to clause (iii) of the definition of a Hobby Lobby Tenant Event, the cure of the default, (C) with respect to clause (iv) of the definition of a Hobby Lobby Tenant Event, the Hobby Lobby lease is assumed without alteration of any material terms, or with respect to any bankruptcy proceeding, the assets of Hobby Lobby or its lease guarantor no longer being subject to bankruptcy and Hobby Lobby’s lease obligations remaining unaltered, or (y) if the Hobby Lobby lease is terminated, Hobby Lobby’s lease being replaced by a lease to a tenant acceptable to the lender for a minimum term of five years.

With respect to any Cash Sweep Period commencing as a result of a Hobby Lobby Tenant Event (a “Hobby Lobby Cash Sweep Period”), the Cash Sweep Period will be deemed not to have occurred or, if already commenced, will terminate upon the Prescott Valley Crossroads Borrower, at its election, depositing $800,000 to the excess cash reserve account or delivering to the lender a letter of credit in the same amount (the “Hobby Lobby Cash Sweep Cure Deposit”). The Hobby Lobby Cash Sweep Cure Deposit if posted, will be released at such time that the Hobby Lobby Cash Sweep Period is otherwise terminated but not for the Hobby Lobby Cash Sweep Cure Deposit.

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BANK 2018-BNK11 Prescott Valley Crossroads

Additional Secured Indebtedness (not including trade debts). Not permitted.

Mezzanine Loan and Preferred Equity. Not permitted.

Release of Property. Not permitted.

Terrorism Insurance. The Prescott Valley Crossroads Borrower is required to obtain property insurance covering perils of terrorism and acts of terrorism in an amount equal to 100% of replacement cost, together with 12 months of business income insurance with a 6 month period of extended indemnity. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus.

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BANK 2018-BNK11 WMC Portfolio

Mortgage Loan No. 9 – WMC Portfolio

 

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BANK 2018-BNK11 WMC Portfolio

Mortgage Loan No. 9 – WMC Portfolio

 

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BANK 2018-BNK11 WMC Portfolio

Mortgage Loan No. 9 – WMC Portfolio

 

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BANK 2018-BNK11 WMC Portfolio

Mortgage Loan No. 9 – WMC Portfolio

Mortgage Loan Information					Property Information
Mortgage Loan Seller:		MSMCH			Single Asset/Portfolio:	Portfolio
Original Balance:		$29,812,500			Location:	Various
Cut-off Date Balance:		$29,812,500			General Property Type:	Retail
% of Initial Pool Balance:		4.3%			Detailed Property Type:	Shadow Anchored
Loan Purpose:		Refinance			Title Vesting:	Fee
Sponsor:		Stanley Werb; Jonathan Gaines			Year Built/Renovated:	2001-2005/N/A
Mortgage Rate:		4.6900%			Size:	264,721 SF
Note Date:		3/8/2018			Cut-off Date Balance per SF:	$113
First Payment Date:		5/1/2018			Maturity Date Balance per SF:	$97
Maturity Date:		4/1/2028			Property Manager:	Rivercrest Realty Associates, LLC
Original Term:		120 months				(borrower related)
Original Amortization Term:		360 months
IO Period:		24 months			Underwriting and Financial Information
Seasoning:		0 months			UW NOI:	$2,941,592
Prepayment Provisions:		LO (24); DEF (91); O (5)			UW NOI Debt Yield:	9.9%
Lockbox/Cash Mgmt Status:		Springing/Springing			UW NOI Debt Yield at Maturity:	11.5%
Additional Debt Type:		N/A			UW NCF DSCR:	1.88x (IO)                1.44x (P&I)
Additional Debt Balance:		N/A			Most Recent NOI:	$2,752,700 (12/31/2017)
Future Debt Permitted (Type):		No (N/A)			2nd Most Recent NOI:	$2,891,938 (12/31/2016)
Reserves(1)					3rd Most Recent NOI:	$2,915,374 (12/31/2015)
Type	Initial		Monthly	Cap	Most Recent Occupancy(2):	88.8% (3/1/2018)
RE Tax:	$192,988		$25,868	N/A	2nd Most Recent Occupancy:	92.2% (12/31/2016)
Insurance:	$0		Springing	N/A	3rd Most Recent Occupancy:	91.8% (12/31/2015)
Recurring Replacements:	$0		$6,476	N/A	Appraised Value (as of):	$39,800,000 (February 2018)
TI/LC:	$400,000		$18,750	$850,000	Cut-off Date LTV Ratio:	74.9%
Other:	$178,744		$0	N/A	Maturity Date LTV Ratio:	64.4%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount:	$29,812,500	100.0%	Loan Payoff:	$14,939,230	50.1%
			Return of Equity:	$13,538,561	45.4%
			Reserves:	$771,732	2.6%
			Closing Costs:	$562,977	1.9%
Total Sources:	$29,812,500	100.0%	Total Uses:	$29,812,500	100.0%

(1) See “Escrows and Reserves” below for further discussion of reserve requirements.

(2) Most Recent Occupancy excludes Staples (24,007 SF, 9.1% of NRA), which is currently in occupancy at the Oak Summit Property (as defined below), but not paying rent. Ross Dress for Less (“Ross”) has signed a letter of intent to lease the space currently occupied by Staples. Each of the WMC Portfolio Borrower (as defined below) and Staples has an active termination option. Staples is required to vacate upon exercise of the WMC Portfolio Borrower’s termination option, which the WMC Portfolio Borrower has indicated it will exercise upon delivery of the space to Ross. There is no assurance that any such lease will be signed. Including the Ross lease, the WMC Portfolio Properties (as defined below) would be 97.9% leased.

The Mortgage Loan. The ninth largest mortgage loan (the “WMC Portfolio Mortgage Loan”) is evidenced by a promissory note in the original principal amount of $29,812,500 and is secured by a first priority fee mortgage encumbering a portfolio of three multi-tenant retail properties in North Carolina and Virginia (the “WMC Portfolio Properties”). The proceeds from the WMC Portfolio Mortgage Loan were primarily used to refinance the previous loan secured by the WMC Portfolio Properties, return equity to the WMC Portfolio Borrower (as defined below), pay closing costs and fund upfront reserves. The previous loan secured by the WMC Portfolio Properties was included in the GSMS 2011-GC3 transaction.

The Borrowers and the Sponsors. The borrowers are Winston-Salem (Oak Summit) WMC, LLC, Wytheville (Wytheville) WMC, LLC and Siler City (Chatham) WMC, LLC (together, the “WMC Portfolio Borrower”), each a single-purpose Delaware limited liability company with two independent directors. No individual other than Stanley Werb (21.9%) and Jonathan Gaines (20.5%) have an aggregate direct or indirect interest of 10.4% or greater in the WMC Portfolio Borrower. Stanley Werb and Jonathan Gaines are the managing members of the WMC Portfolio Borrower. The borrower sponsors and non-recourse carve-out guarantors are Stanley Werb and Jonathan Gaines.

Stanley Werb is the managing partner of Rivercrest Realty Associates, LLC (“Rivercrest”), a property management company, and has over 40 years of experience in real estate, including asset management, commercial lease negotiations, insurance analysis, debt financing and acquisitions. Jonathan Gaines joined Rivercrest in 1992 and his experience includes asset management, commercial lease negotiations and preparation, litigation management and property acquisition.

The Properties. The WMC Portfolio Properties are comprised of three multi-tenant retail properties totaling 264,721 SF that are shadow anchored by Walmart Supercenters. The WMC Portfolio Properties are 88.8% leased to 42 tenants on 47 leases as of March 1, 2018. The WMC Portfolio Mortgage Loan does not allow for the release of any of the WMC Portfolio Properties.

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BANK 2018-BNK11 WMC Portfolio

The following table presents detailed information with respect to each of the WMC Portfolio Properties:

WMC Portfolio Properties Summary(1)
Property Name	Location	Property Type	SF	Year Built / Renovated	Allocated Loan Amount	% of Allocated Loan Amount	Appraised Value	UW NOI
Oak Summit	Winston-Salem, NC	Retail	142,358	2001-2005 / NAP	$16,067,290	53.9%	$21,450,000	$1,433,217
Wytheville Commons	Wytheville, VA	Retail	90,381	2001 / NAP	$10,112,280	33.9%	$13,500,000	$1,102,874
Chatham Crossing	Siler City, NC	Retail	31,982	2001 / NAP	$3,632,930	12.2%	$4,850,000	$405,501
Total			264,721		$29,812,500	100.0%	$39,800,000	$2,941,592

(1) Information is based on the underwritten rent roll as of March 1, 2018.

WMC Portfolio Properties.

Oak Summit. (142,358 SF, 53.8% of NRA, 50.6% of underwritten base rent). Oak Summit(the“Oak Summit Property”)is a 142,358 SF shadow anchored retail center comprised of six one-story buildings located in Winston-Salem, North Carolina. Built between 2001 and 2005, the Oak Summit Property is situated on 26.4 acres and contains a total of 675 parking spaces (4.74 spaces per 1,000 SF of NRA). As of March 1, 2018, the Oak Summit Property was 79.2% leased by a mix of 20 national and local tenants, including Marshalls, Petsmart, Five Below, Dollar Tree, Hibbett Sports, H&R Block and Jimmy John's Gourmet Sandwiches. The Oak Summit Property is shadow anchored by a Walmart Supercenter, which abuts from one of the Oak Summit Property buildings and shares a parking lot with a McDonalds, Chick-Fil-A and Chili’s, none of which are collateral for the WMC Portfolio Mortgage Loan. Additionally, there is a Sam’s Club, Lowe’s Home Improvement and Home Depot in the area immediately surrounding the Oak Summit Property. Since purchasing the Oak Summit Property in December of 2011 the borrower sponsor has spent $2,585,093 in capital expenditures. From 2011 through 2017, the Oak Summit Property had an average occupancy of 85.2%.

Staples (24,007 SF, 9.1% of NRA), the largest tenant at the Oak Summit Property, is currently in occupancy at the Oak Summit Property on a lease that expires November 30, 2018, but is not paying rent. Staples has not paid rent since November 30, 2016, pursuant to a lease amendment. Rent from such tenant was not underwritten. Both the WMC Portfolio Borrower and Staples have an active termination option. Ross has signed a letter of intent to lease the space currently occupied by Staples. Staples is required to vacate upon exercise of the WMC Portfolio Borrower’s termination option, which the WMC Portfolio Borrower has indicated it will exercise upon delivery of the space to Ross. There is no assurance that any such lease will be signed. Including the Ross lease, the Oak Summit Property would be 96.1% leased.

Wytheville Commons. (90,381 SF, 34.1% of NRA, 35.7% of underwritten base rent). Wytheville Commons (the “Wytheville Commons Property”) is a 90,381 SF shadow anchored retail center comprised of two one-story buildings located in Wytheville, Virginia. Built in 2001, the Wytheville Commons Property is situated on 9.7 acres and contains a total of 478 parking spaces (5.29 spaces per 1,000 SF of NRA). As of March 1, 2018, the Wytheville Commons Property was 100.0% leased by a mix of 17 national and local tenants, including Burke's Outlet Store, Petco, Dollar Tree, Hibbett Sports and Subway. The Wytheville Commons Property is shadow anchored by a Walmart Supercenter, which abuts from one of the Wytheville Commons Property buildings, a Lowe’s Home Improvement and a Marquee Cinema. Additionally, the Wytheville Commons Property is adjacent to the Wythe County Community Hospital and a Food Lion. Since purchasing the Wytheville Commons Property in December of 2010, the borrower sponsor has spent $1,523,693 in capital expenditures. From 2011 through 2017, the Wytheville Commons Property had an average occupancy of 95.3%.

Chatham Crossing. (31,982 SF, 12.1% of NRA, 13.7% of underwritten base rent). Chatham Crossing (the “Chatham Crossing Property”) is a 31,982 SF shadow anchored retail center comprised of a one-story building located in Siler City, North Carolina. Built in 2001, the Chatham Crossing Property is situated on 4.0 acres and contains a total of 154 parking spaces (4.82 spaces per 1,000 SF of NRA). As of March 1, 2018, the Chatham Crossing Property was 100.0% leased by a mix of 10 national and local tenants, including Dollar Tree, Verizon Wireless, Subway and H&R Block. The Chatham Crossing Property is shadow anchored by a Walmart Supercenter, which abuts from the Chatham Crossing Property building. Since purchasing the Chatham Crossing Property in December of 2010, the borrower sponsor has spent $536,504 in capital expenditures. From 2011 through 2017, the Chatham Crossing Property had an average occupancy of 84.0%.

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BANK 2018-BNK11 WMC Portfolio

The following table presents a summary regarding the major tenants at the WMC Portfolio Properties (of which certain tenants may have co-tenancy provisions, including co-tenancy provisions based on shadow anchors):

Tenant Summary(1)
Tenant Name – Property	Credit Rating (Fitch/Moody’s/S&P)(2)	Tenant SF	Approx. % of SF	Annual UW Rent	Annual UW Rent PSF(3)	% of Annual UW Rent	Most Recent Sales(4)		Occ. Cost %(5)	Lease Expiration
							$	PSF
Major Tenants
Burke's Outlet Store – Wytheville	NR/NR/NR	25,000	9.4%	$165,000	$6.60	5.2%	$2,227,739	$89	7.4%	1/31/2021
Marshalls – Oak Summit	NR/A2/A+	23,953	9.0%	$209,589	$8.75	6.7%	$5,973,255	$249	3.5%	4/30/2023
Petsmart – Oak Summit	NR/B1/CCC+	20,057	7.6%	$265,755	$13.25	8.4%	NAV	NAV	NAV	5/31/2020
Petco – Wytheville	NR/B2/B-	11,756	4.4%	$149,889	$12.75	4.8%	NAV	NAV	NAV	1/31/2023
Five Below – Oak Summit(6)	NR/NR/NR	10,959	4.1%	$142,467	$13.00	4.5%	NAV	NAV	NAV	1/31/2027
Dollar Tree – Oak Summit	NR/Baa3/BBB-	10,034	3.8%	$132,951	$13.25	4.2%	NAV	NAV	NAV	5/31/2023
Dollar Tree – Wytheville	NR/Baa3/BBB-	10,000	3.8%	$95,000	$9.50	3.0%	NAV	NAV	NAV	1/31/2023
Rainbow – Oak Summit(7)	NR/NR/NR	9,052	3.4%	$115,000	$12.70	3.7%	$667,910	$74	17.2%	1/31/2021
Dollar Tree – Chatham Crossing	NR/Baa3/BBB-	9,000	3.4%	$90,000	$10.00	2.9%	NAV	NAV	NAV	6/30/2022
Subtotal/Wtd. Avg.		129,811	49.0%	$1,365,651	$10.52	43.4%
Other Tenants		105,303	39.8%	$1,780,282	$16.91	56.6%
Vacant Space(8)		29,607	11.2%	$0		0.0%
Total/Wtd. Avg.		264,721	100.0%	$3,145,933	$13.38	100.0%

(1) Information is based on the underwritten rent roll as of March 1, 2018.

(2) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(3) Wtd. Avg. Annual UW Rent PSF excludes vacant space.

(4) Most Recent Sales are as of December 31, 2017 for Burke’s Outlet Store and January 31, 2017 for Marshalls and Rainbow.

(5) Occ. Cost % is based on the underwritten rent as of the March 1, 2018 rent roll divided by the most recently reported sales.

(6) If Five Below’s gross sales are less than $1,800,000 for the lease year starting July 30, 2021, it can terminate with 150 days written notice given no later than 90 days after July 29, 2022.

(7) If Rainbow’s gross sales fail to reach or exceed $600,000 for the 2018 calendar year, it can terminate with 31 days written notice given at any time between January 1, 2019 and June 30, 2019.

(8) Vacant Space includes Staples (24,007 SF, 9.1% of NRA), which is currently in occupancy at the Oak Summit Property, but not paying rent. Ross has signed a letter of intent to lease the space currently occupied by Staples. Staples is required to vacate upon exercise of the WMC Portfolio Borrower’s termination option, which the WMC Portfolio Borrower has indicated it will exercise upon delivery of the space to Ross. There is no assurance that any such lease will be signed. Including the Ross lease, the WMC Portfolio Properties would be 97.9% leased.

The following table presents certain information with respect to the lease rollover at the WMC Portfolio Properties:

Lease Rollover Schedule(1)(2)
Year	# of Leases Rolling	SF Rolling	% of Total SF Rolling	Cumulative % of SF Rolling	Annual UW Rent PSF Rolling(3)	Annual UW Rent Rolling	% of Annual UW  Rent Rolling	Cumulative % of Annual UW Rent Rolling
MTM	1	3,640	1.4%	1.4%	$16.00	$58,240	1.9%	1.9%
2018	3	10,200	3.9%	5.2%	$16.54	$168,679	5.4%	7.2%
2019	7	20,769	7.8%	13.1%	$14.52	$301,655	9.6%	16.8%
2020	9	43,522	16.4%	29.5%	$15.67	$682,132	21.7%	38.5%
2021	8	49,673	18.8%	48.3%	$11.65	$578,653	18.4%	56.9%
2022	7	20,207	7.6%	55.9%	$13.97	$282,336	9.0%	65.9%
2023	8	64,336	24.3%	80.2%	$11.60	$746,527	23.7%	89.6%
2024	1	1,995	0.8%	81.0%	$15.50	$30,923	1.0%	90.6%
2025	1	5,000	1.9%	82.9%	$14.50	$72,500	2.3%	92.9%
2026	0	0	0.0%	82.9%	$0.00	$0	0.0%	92.9%
2027	1	10,959	4.1%	87.0%	$13.00	$142,467	4.5%	97.4%
2028	1	4,813	1.8%	88.8%	$17.00	$81,821	2.6%	100.0%
2029 & Beyond	0	0	0.0%	88.8%	$0.00	$0	0.0%	100.0%
Vacant(4)	0	29,607	11.2%	100.0%	$0.00	$0	0.0%	100.0%
Total / Wtd. Avg.	47	264,721	100.0%		$13.38	$3,145,933	100.0%

(1) Information is based on the underwritten rent roll as of March 1, 2018.

(2) Certain tenants may have lease termination options that may become exercisable prior to the originally stated expiration date of the tenant lease that are not considered in the lease rollover schedule.

(3) Total Wtd. Avg. Annual UW Rent PSF Rolling excludes vacant space.

(4) Vacant includes Staples (24,007 SF, 9.1% of NRA), which is currently in occupancy at the Oak Summit Property, but not paying rent. Ross has signed a letter of intent to lease the space currently occupied by Staples. Staples is required to vacate upon exercise of the WMC Portfolio Borrower’s termination option, which the WMC Portfolio Borrower has indicated it will exercise upon delivery of the space to Ross. There is no assurance that any such lease will be signed. Including the Ross lease, the WMC Portfolio Properties would be 97.9% leased.

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BANK 2018-BNK11 WMC Portfolio

The Markets. The WMC Portfolio Properties are located in two different markets in North Carolina and one market in Virginia. The Oak Summit Property is located in Winston Salem, North Carolina, in the Forsyth County retail submarket. According to the appraisal, as of the fourth quarter of 2017, the Forsyth County retail submarket had approximately 27.5 million SF of retail space with a 3.4% vacancy rate and average rental rate of $12.92 PSF. As of the fourth quarter of 2017, the Winston-Salem retail market had approximately 102.4 million SF of retail space with a 5.2% vacancy rate and average rental rate of $11.70 PSF. According to the appraisal, the 2017 estimated population within a one-, three- and five-mile radius is 2,506, 31,616 and 79,149, respectively. The 2017 estimated average household income within a one-, three- and five-mile radius is $47,998, $52,535 and $59,429, respectively.

The following table presents recent leasing data at comparable retail properties with respect to the Oak Summit Property:

Oak Summit Property - Comparable Lease Summary
Property Name City, State	Distance from Subject	Year Built	Occupancy	Tenant	Lease Area (SF)	Lease Date	Base Rent PSF	Lease Term (Yrs.)	Reimbursements
Hanes Commons Winston-Salem, NC	9 miles	2001	100%	Affordable Dentures Nail Studio & Spa Sherwin Williams The Joint	3,316  1,662 3,500 1,400	May-18 Aug-15  Aug-14 Jun-14	$24.00 $30.00 $23.00 $32.00	5.0 7.0 5.0 5.0	NNN NNN NNN NNN
Grandview Plaza Winston-Salem, NC	5 miles	1996	100%	Subway Gel Nails	1,200 1,200	Nov-17 Sep-16	$14,14 $17.21	3.0 3.0	NNN NNN
Lexington II Shopping Center Lexington, NC	27 miles	2008	100%	H&R Block	1,600	Jul-09	$15.00	3.0	NNN

Source: Appraisal.

The Wytheville Commons Property is located in Wytheville, Virginia in the Wythe County retail submarket. According to the appraisal, as of the fourth quarter of 2017, the surrounding counties of Tazewell County, Smyth County, Grayson County, Carroll County, Bland County, Washington County and Pulaski County had approximately 12.0 million SF of retail space with a 6.2% vacancy rate and average rental rate of $5.87 PSF. As of the fourth quarter of 2017, the Wythe County retail submarket had approximately 1.9 million SF of retail space with a 5.7% vacancy rate and average rental rate of $11.65 PSF. According to the appraisal, the 2017 estimated population within a one-, three- and five-mile radius is 3,773, 8,797 and 10,928, respectively. The 2017 estimated average household income within a one-, three- and five-mile radius is $58,882, $58,355 and $57,499, respectively.

The following table presents recent leasing data at comparable retail properties with respect to the Wytheville Commons Property:

Wytheville Commons Property - Comparable Lease Summary
Property Name City, State	Distance from Subject	Year Built	Occupancy	Tenant	Lease Area (SF)	Lease Date	Base Rent PSF	Lease Term (Yrs.)	Reimbursements
Wythe Plaza Shopping Center Wytheville, VA	1 mile	1976	89%	Confidential Backwoods Barbeque	2,500 1,400	Jan-18 Nov-16	$16.80 $7.00	5.0  5.0	NNN NNN
Spradlin Farm's Shopping Center Christiansburg, VA	40 miles	2001	100%	Regional Finance Savana Tan	1,050 1,030	Jan-16 Aug-10	$23.00 $20.60	5.0  5.0	NNN NNN
Twin City Shopping Center Bluefield, VA	22 miles	1984	93%	Family Dollar Aaron’s Rent	7,600 10,200	May-16 Mar-14	$8.00 $8.24	5.0  7.0	NNN NNN
Towne Square Roanoke, VA	68 miles	1987	97%	Petco Five Below	12,672 8,000	Mar-15  Oct-14	$18.50 $15.50	10.0 10.0	NNN NNN

Source: Appraisal.

The Chatham Crossing Property is located in Siler City, North Carolina, in the Chatham County retail submarket of the Raleigh-Durham retail market. According to the appraisal, as of the fourth quarter of 2017, the Chatham County retail submarket had approximately 2.2 million SF of retail space with a 6.2% vacancy rate and average rental rate of $13.68 PSF. As of the fourth quarter of 2017, the Raleigh-Durham retail market had approximately 99.6 million SF of retail space with a 3.4% vacancy rate and average rental rate of $16.98 PSF. According to the appraisal, the 2017 estimated population within a one-, three- and five-mile radius is 1,954, 10,281 and 14,481, respectively. The 2017 estimated average household income within a one-, three- and five-mile radius is $39,773, $46,755 and $50,885, respectively.

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BANK 2018-BNK11 WMC Portfolio

The following table presents recent leasing data at comparable retail properties with respect to the Chatham Crossing Property:

Chatham Crossing Property - Comparable Lease Summary
Property Name City, State	Distance from Subject	Year Built	Occupancy	Tenant	Lease Area (SF)	Lease Date	Base Rent PSF	Lease Term (Yrs.)	Reimbursements
Shoppes at Sanford Sanford, NC	26 miles	2007	94%	Ultra Tan Wade Jurney Homes	1,600 1,400	Apr-17  Jan-17	$22.00 $18.00	3.0 3.0	NNN NNN
Lexington II Shopping Center Lexington, NC	47 miles	2008	100%	H&R Block	1,600	Jul-09	$15.00	3.0	NNN
Smithfield Plaza Smithfield, NC	64 miles	1997	100%	Happy Nails	2,000	Nov-13	$22.19	5.0	NNN

Source: Appraisal.

Operating History and Underwritten Net Cash Flow.The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the WMC Portfolio Properties:

Cash Flow Analysis
	2014	2015	2016	2017	UW	UW PSF
Gross Potential Rent(1)(2)	$3,035,579	$3,100,203	$3,095,100	$3,148,681	$3,505,185	$13.24
Total Recoveries	$524,328	$569,223	$572,850	$582,897	$596,006	$2.25
Other Income	$7,376	$18,852	$12,499	$16,742	$4,800	$0.02
Less Vacancy & Credit Loss	$0	($4,448)	($21,953)	($275,351)	($452,222)	($1.71)
Effective Gross Income	$3,567,283	$3,683,830	$3,658,496	$3,472,969	$3,653,769	$13.80
Total Operating Expenses	$740,886	$768,456	$766,558	$720,269	$712,177	$2.69
Net Operating Income(1)	$2,826,397	$2,915,374	$2,891,938	$2,752,700	$2,941,592	$11.11
Capital Expenditures	$0	$0	$0	$0	$77,715	$0.29
TI/LC	$0	$0	$0	$0	$196,111	$0.74
Net Cash Flow	$2,826,397	$2,915,374	$2,891,938	$2,752,700	$2,667,766	$10.08
Occupancy %	91.8%	91.8%	92.2%	96.4%	89.6%(3)
NOI DSCR (IO)	1.99x	2.06x	2.04x	1.94x	2.08x
NOI DSCR	1.53x	1.57x	1.56x	1.49x	1.59x
NCF DSCR (IO)	1.99x	2.06x	2.04x	1.94x	1.88x
NCF DSCR	1.53x	1.57x	1.56x	1.49x	1.44x
NOI Debt Yield	9.5%	9.8%	9.7%	9.2%	9.9%
NCF Debt Yield	9.5%	9.8%	9.7%	9.2%	8.9%

(1) UW Gross Potential Rent reflects contractual rents as of March 1, 2018 and includes rent steps of $24,196 through January 1, 2019. The increase in UW Net Operating Income from 2017 Net Operating Income can also be attributed to recent lease signings. Two tenants leased space totaling 6,808 SF (2.6% of NRA and 3.6% of underwritten base rent) in 2018.

(2) Staples (24,007 SF, 9.1% of NRA) is currently in occupancy at the Oak Summit Property, but is not paying rent and has not paid rent since November 30, 2016, pursuant to a lease amendment. Rent from such tenant was not underwritten. Ross has signed a letter of intent to lease the space currently occupied by Staples. Staples is required to vacate upon exercise of the WMC Portfolio Borrower’s termination option, which the WMC Portfolio Borrower has indicated it will exercise upon delivery of the space to Ross. There is no assurance that any such lease will be signed. Staples is included in the historical Occupancy % for 2014 through 2017, but is not included in underwritten Occupancy %.

(3) Represents economic occupancy. Physical occupancy, excluding the Staples space, is 88.8% as of March 1, 2018.

Escrows and Reserves. In connection with the origination of the WMC Portfolio Mortgage Loan, the WMC Portfolio Borrower funded reserves of approximately (i) $192,988 for real estate taxes; (ii) $400,000 for future tenant improvements and leasing commissions obligations and (iii) $178,744 for outstanding tenant obligations, which includes $12,884 for free rent for one tenant and the remainder is for tenant improvement and leasing commissions obligations with respect to four tenants.

Additionally, on each due date, the WMC Portfolio Borrower is required to fund the following reserves with respect to the WMC Portfolio Properties: (i) a tax reserve in a monthly amount equal to one-twelfth of the amount that the lender estimates will be necessary to pay taxes over the then succeeding 12-month period, initially $25,868, (ii) an insurance reserve in a monthly amount equal to one-twelfth of the amount that the lender estimates will be necessary to pay insurance premiums over the then succeeding 12-month period, provided that the monthly insurance reserve deposit is waived if the WMC Portfolio Borrower is maintaining blanket insurance policies in accordance with the WMC Portfolio Mortgage Loan documents, (iii) a replacement reserve for capital expenditures in a monthly amount equal to $6,476; and (iv) a tenant improvements and leasing commissions reserve in a monthly amount equal to $18,750; provided that, so long as no Cash Sweep Period (as defined below) is continuing, the WMC Portfolio Borrower is not required to make the monthly deposit to the tenant improvements and leasing commissions reserve if it would cause the amount then on deposit (inclusive of the $400,000 initial deposit) to exceed a cap of $850,000.

Lockbox and Cash Management. The WMC Portfolio Mortgage Loan is structured with a springing hard lockbox with springing cash management. Upon the first occurrence of a Cash Sweep Period, the WMC Portfolio Borrower is required to establish a lender-controlled lockbox account, and the lender has the right to establish a lender-controlled cash management account. The WMC Portfolio Mortgage Loan documents require the WMC Portfolio Borrower to direct tenants to pay rent directly to the lockbox account and require that all other money received by the WMC Portfolio Borrower or property manager with respect to the WMC Portfolio Properties be deposited into such lockbox account within two business days following receipt. If no Cash Sweep Period is continuing, all funds in the lockbox account are required to be swept into the WMC Portfolio Borrower’s operating account. During the continuance of a Cash Sweep Period, all funds in the lockbox account are required to be swept from the lockbox account into the lender-controlled cash management account and applied in accordance with the WMC Portfolio Mortgage Loan documents to make deposits into reserve funds, as described under “Escrows and Reserves” above, to pay debt service on the WMC Portfolio Mortgage Loan; provided no event of default is

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BANK 2018-BNK11 WMC Portfolio

continuing, to pay operating expenses in accordance with the annual budget (which is required to be approved by the lender during the continuance of a Cash Sweep Period), and to deposit the remainder into a cash sweep account to be held as additional collateral for the WMC Portfolio Mortgage Loan during the continuance of such Cash Sweep Period.

A “Cash Sweep Period” means the period:

(i) commencing upon the occurrence of an event of default under the WMC Portfolio Mortgage Loan and ending upon the acceptance by the lender to its sole satisfaction of a cure of such event of default; or

(ii) commencing upon the debt service coverage ratio of the WMC Portfolio Mortgage Loan (based on principal and interest debt service payments) falling below 1.20x for the immediately preceding six calendar months based on the trailing six months operating statements and rent rolls and ending upon the debt service coverage ratio (based on principal and interest debt service payments) being at least 1.20x for the immediately preceding six calendar months based on the trailing six months operating statements and rent rolls; or

(iii) commencing upon a Shadow Anchor (as defined below) going dark or vacating its Shadow Anchor Premises (as defined below) and ending upon either (x) such Shadow Anchor being open for business and in occupancy of the entirety of its space, or (y) a Replacement Shadow Anchor (as defined below) being open for business and in occupancy of not less than 75% of the Shadow Anchor Premises and no bankruptcy or insolvency petition has been filed with respect to such Replacement Shadow Anchor or its parent company; or

(iv) commencing upon a Shadow Anchor, or any parent company of a Shadow Anchor, filing (or giving notice of its intent to file) a voluntary bankruptcy or insolvency petition or being the subject of an involuntary bankruptcy or insolvency petition and ending upon a Replacement Shadow Anchor being open for business and in occupancy of not less than 75% of the Shadow Anchor Premises and no bankruptcy or insolvency petition has been filed with respect to such Replacement Shadow Anchor or its parent company.

A “Shadow Anchor” means Wal-Mart Stores, Inc. or any affiliate thereof (“Walmart”) or any Replacement Shadow Anchor with respect to any Shadow Anchor Premises occupied by Walmart as of the loan closing date.

"Replacement Shadow Anchor" means any national anchor that is rated not less than BBB- by Standard & Poor’s Ratings Group and not less than Baa3 by Moody's Investors Service, Inc.

"Shadow Anchor Premises" means any real property adjacent to any one of the WMC Portfolio Properties that is occupied by Walmart as of the loan closing date (i.e., any real property where Walmart is a "shadow anchor" with respect to such individual property as of the loan closing date).

Additional Secured Indebtedness (not including trade debts). Not permitted.

Mezzanine Loan and Preferred Equity. Not permitted.

Release of Property. Not Permitted.

Terrorism Insurance. The WMC Portfolio Borrower is required to obtain property insurance covering perils of terrorism and acts of terrorism in an amount equal to 100% of replacement cost, together with twelve months of business income insurance, to the extent such policies are commercially available. Notwithstanding the foregoing, for so long as the Terrorism Risk Insurance Program Reauthorization Act of 2015 (or subsequent statute, extension or reauthorization thereof) (“TRIPRA”) is in effect and covers both domestic and foreign acts of terrorism, the lender is required to accept terrorism insurance which covers acts which are “certified” (within the meaning of TRIPRA). See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus.

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BANK 2018-BNK11 The Gateway

Mortgage Loan No. 10 – The Gateway

 

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BANK 2018-BNK11 The Gateway

Mortgage Loan No. 10 – The Gateway

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BANK 2018-BNK11 The Gateway

Mortgage Loan No. 10 – The Gateway

Mortgage Loan Information					Property Information
Mortgage Loan Seller:		BANA			Single Asset/Portfolio:	Single Asset
Original Balance(1):		$27,500,000			Location:	San Francisco, CA 94111
Cut-off Date Balance(1):		$27,500,000			General Property Type(6):	Multifamily
% of Initial Pool Balance:		4.0%			Detailed Property Type(6):	High Rise
Loan Purpose:		Refinance			Title Vesting:	Fee
Sponsors(2):		Prime Property Fund II, L.P.; CM			Year Built/Renovated:	1965-1967/2010-2018
		Golden Gate, Inc.; Oakhill Gateway			Size(6):	1,254 Units
		Partners, L.P.			Cut-off Date Balance per Unit(1)(6):	$263,158
Mortgage Rate:		3.721818%			Maturity Date Balance per Unit(1)(6):	$263,158
Note Date:		3/16/2018			Property Manager:	Golden Management, Inc.
First Payment Date:		5/6/2018				(borrower-related)
Maturity Date:		4/6/2028			Underwriting and Financial Information
Original Term to Maturity:		120 months			UW NOI:	$37,654,905
Original Amortization Term:		0 months			UW NOI Debt Yield(1):	11.4%
IO Period:		120 months			UW NOI Debt Yield at Maturity(1):	11.4%
Seasoning:		0 months			UW NCF DSCR(1):	3.00x
Prepayment Provisions(3):		LO(11); YM1(13); DEF/YM1(89); O(7)			Most Recent NOI:	$37,344,275 (12/31/2017)
Lockbox/Cash Mgmt Status:		Soft/Springing			2ndMost Recent NOI:	$37,666,095 (12/31/2016)
Additional Debt Type(1)(4):		Pari Passu/Subordinate Debt			3rdMost Recent NOI:	$36,828,305 (12/31/2015)
Additional Debt Balance(1)(4):		$302,500,000/$220,000,000			Most Recent Occupancy(6):	96.7% (1/25/2018)
Future Debt Permitted (Type):		No (N/A)			2ndMost Recent Occupancy(6):	95.8% (12/31/2016)
Reserves(5)					3rdMost Recent Occupancy(6):	97.1% (12/31/2015)
Type	Initial		Monthly	Cap	Appraised Value (as of):	$868,800,000 (2/1/2018)
RE Tax:	$0		Springing	N/A	Cut-off Date LTV Ratio(1):	38.0%
Insurance:	$0		Springing	N/A	Maturity Date LTV Ratio(1):	38.0%
Recurring Replacements:	$0		Springing	N/A

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount:	$550,000,000	100.0%	Loan Payoff:	$325,000,000	59.1%
			Return of Equity:	$208,395,272	37.9%
			Closing Costs:	$16,604,728	3.0%
Total Sources:	$550,000,000	100.0%	Total Uses:	$550,000,000	100.0%

(1) The Gateway Mortgage Loan (as defined below) is part of The Gateway Whole Loan (as defined below), which is comprised of fourpari passusenior promissory notes with an aggregate original principal balance of $330,000,000 (“The Gateway Senior Notes”) and six subordinate promissory notes (fourpari passuB-Notes and twopari passuC-Notes) with an aggregate original principal balance of $220,000,000 (“The Gateway Subordinate Companion Loans”). The Cut-off Date Balance per Unit, Maturity Date Balance per Unit, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio numbers presented above are based on the aggregate principal balance of the promissory notes comprising The Gateway Senior Notes, without regard to The Gateway Subordinate Companion Loans. The Cut-off Date Balance per Unit, Maturity Date Balance per Unit, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio numbers based on The Gateway Whole Loan aggregate principal balance of $550,000,000 are $438,596, $438,596, 6.8%, 6.8%, 1.62x, 63.3% and 63.3%, respectively.

(2) There is no non-recourse carve-out guarantor for The Gateway Whole Loan and no environmental indemnitor other than The Gateway Borrower.

(3) Prior to the open prepayment date of October 6, 2027, The Gateway Whole Loan may be, (a) defeased in whole, but not in part, at any time after the earlier of (i) March 16, 2021, or (ii) two years from the closing date of the securitization that includes the lastpari passupromissory note of The Gateway Senior Notes to be securitized (the assumed lockout period of 24 payments is based on the closing date of this transaction in April 2018) or (b) prepaid in whole, but not in part, on and after April 6, 2019 with payment of the greater of 1% of the amount prepaid or a yield maintenance premium.

(4) See “The Mortgage Loan” and “Additional Secured Indebtedness (not including trade debts)” below for a discussion of additional debt.

(5) See “Escrows and Reserves” below for further discussion of reserve requirements.

(6) The Gateway Property (as defined below) also includes 61,989 SF of ground floor commercial space which is not included in the unit count or occupancy figures.

The Mortgage Loan. The tenth largest mortgage loan (“The Gateway Mortgage Loan”) is part of a whole loan (“The Gateway Whole Loan”) in the aggregate original principal amount of $550,000,000. The Gateway Whole Loan is secured by a first priority fee mortgage encumbering a residential community totaling 1,254 high-rise rent-controlled units, 58 low-rise townhouse rent-controlled units, 61,989 SF of commercial space, and 916 garage parking spaces located in San Francisco, California (“The Gateway Property”). The Gateway Whole Loan was co-originated by Deutsche Bank AG, New York Branch (“DBNY”) and Bank of America, N.A. (“BANA”). The Gateway Whole Loan is comprised of (i) four seniorpari passu promissory notes with an original aggregate principal balance of $330,000,000 (Notes A-1-A, A-1-B, A-2-A and A-2-B, collectively, “The Gateway Senior Notes”), (ii) four subordinatepari passu B-Notes with an original aggregate principal balance of $105,000,000 (Notes B-1-A, B-1-B, B-2-A and B-2-B, collectively, “The Gateway B-Notes”) that are subordinate to The Gateway Senior Notes, and (iii) two subordinatepari passu C-Notes with an original aggregate principal balance of $115,000,000 (Notes C-1 and C-2, collectively, “The Gateway C-Notes”) that are subordinate to both The Gateway Senior Notes and The Gateway B-Notes (and together with The Gateway B-Notes, “The Gateway Subordinate Companion Loans”). Promissory Note A-2-A, which is being contributed by BANA in the original principal amount of $27,500,000, represents The Gateway Mortgage Loan and will be included in the BANK 2018-BNK11 securitization trust. The remaining Gateway Senior Notes, evidenced by Notes A-1-A, A-1-B and A-2-B (collectively, “The Gateway Pari Passu Senior Companion Loans”), are currently held by DBNY and BANA and are expected to be contributed to one or more future securitization trusts or otherwise sold. The Gateway Subordinate Companion loans have been sold as described in the table below. The Gateway Whole Loan will initially be

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BANK 2018-BNK11 The Gateway

serviced pursuant to the pooling and servicing agreement for the BANK 2018-BNK11 securitization trust, and from and after the securitization of Note A-1-A will be serviced pursuant to the pooling and servicing agreement for the securitization trust to which Note A-1-A is contributed. See “Description of the Mortgage Pool—The Whole Loans—The Gateway Pari Passu - A/B Whole Loan” and “Pooling and Servicing Agreement” in the Prospectus.

Proceeds from The Gateway Whole Loan were used to pay off the existing debt of $325,000,000 that was securitized in two deals by Freddie Mac in 2013, FREMF 2013-K33 and FREMF 2013-K34.

The Gateway Whole Loan Summary
Notes	Original Balance	Cut-off Date Balance	Note Holder	Control Notes(1)
Note A-1-A	$197,500,000	$197,500,000	DBNY	No(2)
Note A-1-B	$50,000,000	$50,000,000	DBNY	No
Note A-2-A	$27,500,000	$27,500,000	BANK 2018-BNK11	No
Note A-2-B	$55,000,000	$55,000,000	BANA	No
Note B-1-A	$39,375,000	$39,375,000	Prima Mortgage Investment Trust, LLC	No
Note B-1-B	$39,375,000	$39,375,000	New York State Teachers’ Retirement System	No
Note B-2-A	$13,125,000	$13,125,000	Prima Mortgage Investment Trust, LLC	No
Note B-2-B	$13,125,000	$13,125,000	New York State Teachers’ Retirement System	No
Note C-1	$86,250,000	$86,250,000	Teachers Insurance and Annuity Association of America	Yes
Note C-2	$28,750,000	$28,750,000	Teachers Insurance and Annuity Association of America	Yes
Total	$550,000,000	$550,000,000

(1) The majority holder of The Gateway C Notes (by principal balance) will have certain control rights with respect to The Gateway Whole Loan and the right to appoint the special servicer with respect to The Gateway Whole Loan;provided that after a control appraisal period exists with respect to The Gateway C Notes, then the majority holder of The Gateway B Notes will have such rights and after a control appraisal period exists with respect to The Gateway B Notes, then the directing certificateholder with respect to the securitization trust holding the Note A-1-A will have such rights.

(2) Note A-1-A is currently being held by DBNY and is expected to be contributed to a future securitization trust, at which time servicing of The Gateway Whole Loan will shift to such securitization trust.

The Borrower and Sponsors. The borrower is Golden Gateway Center SPE, LLC, a single purpose Delaware limited liability company with two independent directors (“The Gateway Borrower”). The Gateway Borrower is indirectly owned by three general partners: Prime Property Fund II, L.P., an entity of the Prime Group; CM Golden Gate, Inc., an entity of CM Capital Corporation; and Oakhill Gateway Partners, L.P., an entity of Oak Hill Investments, Inc., (together, The Gateway Mortgage Loan sponsors) each owning approximately 23.9% of The Gateway Borrower, and a group of limited partners with no individual limited partner owning more than 13.8%. There is no non-recourse carve-out guarantor for The Gateway Whole Loan and no environmental indemnitor other than The Gateway Borrower.

Prime Group is a real estate platform that owns and manages over $7 billion in assets nationwide. Its subsidiary, Prime Residential, is a large owner of, multifamily rental communities with more than 16,000 residential units in its portfolio. CM Capital Corporation is based in Palo Alto, California, and is an investor in real estate and alternative asset classes. Oak Hill Investments, Inc. acts as managing general partner and has served in this capacity since 1992, overseeing day-to-day operations of The Gateway Property.

The Property.The Gateway Property is a “Class A” rent-controlled residential community situated on over 7.7-acres and encompassing four full city blocks in San Francisco, California. The Gateway Property was constructed in two phases from 1965 to 1967 and contains 940,823 SF of rentable living area across 1,254 apartment units in four high-rise buildings and 58 townhouse units in 19 low-rise buildings. The high-rise buildings are comprised of two 22-story structures and two 25-story structures. The low-rise buildings are each two stories and are interspersed among outdoor plazas and pedestrian walkways. The Gateway Property includes subterranean parking garages providing 884 vehicle spaces and 32 motorcycle stalls (0.73 spaces per unit (including motorcycle parking)) and includes a dedicated 1.665-acre park parcel known as Sydney G. Walton Square, which connects to the main portion of The Gateway Property via a sky bridge. The park parcel is required to remain a green belt and is prohibited from any development.

The Gateway Property also features 61,989 SF of ground floor commercial space, which commercial component contributed approximately 4.0% of the 2017 effective gross income at The Gateway Property. As of January 25, 2018, the commercial space was 88.6% leased to 14 tenants at a weighted average base rent of $34.33 PSF. The commercial tenants include Safeway Stores, Inc., which is the San Francisco Financial District’s only full service grocery store, national tenants including Bank of America, Baskin Robbins and Starbucks, and a collection of smaller local tenants including a dentist’s office, cleaners and beauty salon as well as a fitness center operated by an affiliate of The Gateway Borrower.

The Gateway Property offers its tenants controlled access, on-site maintenance and property management, attended security desks in each lobby, video surveillance in common areas, a landscaped courtyard and sundeck, bike racks, storage and parking for rental, as well as discounted fees for access to the on-site fitness center, swim and tennis club. The high rise apartments feature laundry on each floor. The townhome units offer two to four bedroom units, each with a fireplace and raised skylight above the bathrooms. Every unit features a balcony or patio space and a majority of the units have unobstructed city or water views of the San Francisco Bay. Over the past six years, The Gateway Borrower has invested over $21.5 million ($15,000/unit) on exterior, common areas and interior unit renovations. Currently, the common area hallways of the tower buildings are in the process of being replaced, with two of the four towers completed to date.

The residential component at The Gateway Property was 96.7% occupied as of January 25, 2018. The Gateway Property has averaged a 97.0% occupancy rate over the last 15 years and has experienced revenue growth, averaging 4.3% during that same span, despite being subject to San Francisco’s rent control ordinance. The rent control ordinance does not limit the starting rent on any new lease, but limits any rental increase that a landlord can charge to 60.0% of the annual increase in the consumer price index. There are no low income units at The Gateway Property.

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BANK 2018-BNK11 The Gateway

The table below shows the apartment unit mix at The Gateway Property:

The Gateway Apartment Unit Mix
Unit Type	Units	Occupied Units	% Occupied	Average Unit Size (SF)	Total Unit Size (SF)	Average Monthly In-Place Rent per Unit	Average Monthly Asking Rent per Unit	Market Monthly Rent per Unit	Average Monthly In-Place Rent PSF	Average Monthly Asking Rent PSF	Market Monthly Rent PSF
Studio	391	380	97.2%	541	211,682	$2,477	$3,124	$3,000	$4.58	$5.77	$5.55
1BD/1BA	530	522	98.5%	718	380,654	$2,832	$3,475	$3,300	$3.94	$4.84	$4.60
2BD/1BA	159	152	95.6%	908	144,383	$3,501	$4,453	$4,250	$3.86	$4.90	$4.68
2BD/2BA	104	98	94.2%	972	101,060	$3,989	$5,011	$4,900	$4.10	$5.16	$5.04
2BD/2BA PH	4	4	100.0%	1,498	5,991	$6,132	$7,472	$7,500	$4.09	$4.99	$5.01
2BD/2.5BA TH	34	32	94.1%	1,396	47,470	$4,491	$5,789	$5,900	$3.22	$4.15	$4.23
3BD/2BA	4	4	100.0%	1,272	5,086	$4,386	$5,684	$5,700	$3.45	$4.47	$4.48
3BD/2BA PH	4	4	100.0%	1,701	6,803	$5,187	$5,728	$5,850	$3.05	$3.37	$3.44
3BD/2.5BA TH	20	20	100.0%	1,533	30,650	$7,552	$8,285	$8,450	$4.93	$5.40	$5.51
4BD/2.5BA TH	4	4	100.0%	1,761	7,044	$6,366	$6,698	$6,700	$3.62	$3.80	$3.80
Total/Wtd. Avg.	1,254	1,220	97.4%(1)	750	940,823	$3,023	$3,761	$3,652	$4.03	$5.01	$4.87

Source: Appraisal

(1) The Gateway Property was 96.7% occupied as of January 25, 2018, based on the 1,254 available residential units.

The Market.The Gateway Property’s primary address is 460 Davis Court in San Francisco, California in the Northeast Waterfront area of the city, just southwest of The Embarcadero, north of the Downtown Financial District and east of the Jackson Square District. The Gateway Property is bound by Battery Street to the west, Drumm Street to the east, Jackson Street to the north and Washington Street to the south. The Gateway Property is accessible from San Francisco’s Bay Bridge, San Francisco International Airport, the Golden Gate Bridge and AT&T Park, home of the San Francisco Giants. There are many forms of public transportation within walking distance of The Gateway Property including the BART (Bay Area Rapid Transit), MUNI Metro, AC Transit and CalTrain.

San Francisco employers include various technology companies. In early 2016, Apple opened an office in the South Financial District with approximately 500 employees. At the end of 2016, the IBM Watson group opened a South Financial District office employing several hundred workers. Salesforce employs more than 6,600 workers in San Francisco, growing by 12% in 2016 to become the city’s second-largest employer behind Wells Fargo with approximately 8,200 in its San Francisco workforce. Uber has also been increasing its presence in the city increasing its employee base to 3,600 in January 2017, up from 2,000 a year earlier. San Francisco benefits from its proximity to higher learning institutions such as Stanford University (12,973 employees) and University of San Francisco (8,800 employees) approximately 36 miles and 4 miles, respectively, from The Gateway Property. The 2017 population within a one-, three- and five-mile radius of The Gateway Property was 63,096, 342,432 and 605,258, respectively. The 2017 estimated average household income within a one-, three- and five-mile radius of The Gateway Property was $117,355, $123,267 and $127,739, respectively.

The Gateway Property is located in the Russian Hill / Embarcadero submarket within the greater San Francisco multifamily market, located on the Northeast point of the San Francisco peninsula. The submarket is bound by California Street to the south, Polk Street to the west and extends to the San Francisco Bay in the north and east. According to the appraisal, the 9,853-unit submarket had a vacancy rate of 4.3% in the fourth quarter of 2017, with an average asking rent of $3,313 per unit, down 4.4% and up 0.2% from the third quarter 2017, respectively. The Gateway Property is also located in the San Francisco Downtown North Submarket within the greater San Francisco retail market. According to the appraisal, the 2,926,371 square foot retail submarket had a vacancy rate of 6.1% in the fourth quarter of 2017 with average asking rents of $55.83 per square foot (NNN) up from $55.33 in the third quarter of 2017.

The appraiser did not note any new supply recently completed or under construction that will be directly competitive with The Gateway Property.

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BANK 2018-BNK11 The Gateway

Comparable rental properties to The Gateway Property are shown in the table below:

Comparable Rental Properties
Property, Address	Year Built / Renovated	# Units	Occupancy	Average Unit Size (SF)	Average Monthly In-Place Rent per Unit	Average Monthly In-Place Rent PSF	Distance
The Gateway 460 Davis Court(1), San Francisco, CA	1965 – 1967 / 2010 – 2018	1,254	96.7%(2)	750	$3,023	$4.03	N/A
Filmore Center 1475 Filmore Street, San Francisco, CA	1989	1,114	97%	753	$3,123	$4.15	2.0 Mi W
Rincon Green Apartments 333 Harrison Street, San Francisco, CA	2013	326	97%	598	$3,459	$5.78	0.7 Mi S
Carmel Rincon 88 Howard Street, San Francisco, CA	1989	320	94%	711	$3,869	$5.44	0.3 Mi S
388 Beale Apartments 388 Beale Street, San Francisco, CA	2000	226	95%	1,111	$4,850	$4.36	0.7 Mi S
Bayside Village 580 Beal Street, San Francisco, CA	1988	862	97%	767	$3,357	$4.37	1.0 Mi S
Soma Square 1 St. Francis Place, San Francisco, CA	1985	410	97%	787	$3,834	$4.87	0.9 Mi S
The Paramount 680 Mission Street, San Francisco, CA	2001	486	97%	797	$4,450	$5.58	0.7 Mi S
NorthPoint 2211 Stockton Street, San Francisco, CA	1967	514	99%	672	$2,716	$4.04	1.0 Mi NW
Total/Wtd. Avg.(3)		4,258	97%	758	$3,515	$4.65

Source: Appraisal.

(1) The address above represents The Gateway Property’s primary address. The full address for The Gateway Property is “550/560 Battery Street, 440 Davis Court/100 Washington Street, 155 Jackson Street, 405 Davis Court, 200 Washington Street, 99 Jackson Street, 1-9 Boston Ship Plaza, 10-13 & 25-38 Hinckley Walk, 14-24 Whaleship Plaza and 39-58 Ironship Plaza”.

(2) The Gateway Property was 96.7% occupied as of January 25, 2018, based on the 1,254 available residential units.

(3) Total/Wtd. Avg. statistics exclude The Gateway Property.

Operating History Underwritten Net Cash Flow.The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at The Gateway Property:

Cash Flow Analysis
	2013	2014	2015	2016	2017	UW	UW per Unit(1)
Base Rent	$37,937,500(2)	$41,175,884	$43,308,092	$44,970,891	$45,503,069	$45,888,155	$36,593
Commercial Income	$1,800,200	$1,871,377	$2,004,157	$2,023,910	$1,935,551	$1,935,551	$1,544
Parking	$1,964,400	$2,019,443	$2,038,759	$2,002,455	$1,898,201	$1,898,201	$1,514
Other Income(3)	$1,204,100	$1,254,913	$1,393,330	$1,376,571	$1,415,608	$1,415,608	$1,129
Less Vacancy & Credit Loss	$96,500(2)	$1,618,919	$1,524,918	$2,101,397	$2,524,821	$2,273,516	$1,813
Effective Gross Income	$42,809,700	$44,702,698	$47,219,420	$48,272,429	$48,227,609	$48,863,999	$38,967
Total Operating Expenses	$10,274,300	$10,237,030	$10,391,115	$10,606,334	$10,883,334	$11,209,094	$8,939
Net Operating Income	$32,535,400	$34,465,668	$36,828,305	$37,666,095	$37,344,275	$37,654,905	$30,028
Capital Expenditures	$0	$0	$0	$0	$0	$313,500	$250
Net Cash Flow	$32,535,400	$34,465,668	$36,828,305	$37,666,095	$37,344,275	$37,341,405	$29,778
Occupancy %(1)	97.4%	97.1%	97.1%	95.8%	96.7%(4)	95.4%
NOI DSCR(5)	2.61x	2.77x	2.96x	3.02x	3.00x	3.02x
NCF DSCR(5)	2.61x	2.77x	2.96x	3.02x	3.00x	3.00x
NOI Debt Yield(5)	9.9%	10.4%	11.2%	11.4%	11.3%	11.4%
NCF Debt Yield(5)	9.9%	10.4%	11.2%	11.4%	11.3%	11.3%

(1) UW per Unit and Occupancy figures above are based on the 1,254 available residential units.

(2) 2013 Base Rent is shown net of vacancy. Vacancy in 2013 was 2.6%.

(3) Other Income includes utility reimbursements.

(4) Occupancy as of January 25, 2018.

(5) Debt service coverage ratios and debt yield figures are based on The Gateway Senior Notes and exclude The Gateway Subordinate Companion Loans.

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BANK 2018-BNK11 The Gateway

Escrows and Reserves. During the occurrence and continuance of an event of default, The Gateway Borrower is required to deposit monthly (i) 1/12 of the annual real estate taxes, (ii) 1/12 of the annual capital expenditures and (iii) 1/12 of the estimated annual insurance premiums (unless an acceptable blanket policy is in place), as estimated by the lender.

Lockbox and Cash Management. The Gateway Whole Loan documents require a soft lockbox for rents received from residential tenants and a hard lockbox for rents received from non-residential tenants which amounts are required to be transferred daily to The Gateway Borrower’s operating account unless an event of default has occurred and is continuing. Upon an event of default until the cure of the event of default, transfers to The Gateway Borrower’s operating account are required to cease and sums on deposit in the lockbox account are required to be swept daily into a lender-controlled cash management account and applied to payment of all monthly amounts due under The Gateway Whole Loan documents.

Additional Secured Indebtedness (not including trade debts). The Gateway Property also secures The Gateway Pari Passu Senior Companion Loans, in the aggregate original principal amount of $302,500,000 and The Gateway Subordinate Companion Loans in the aggregate original principal amount of $220,000,000. The Gateway Pari Passu Senior Companion Loans and The Gateway Subordinate Companion Loans are coterminous with The Gateway Mortgage Loan. The Gateway Pari Passu Senior Companion Loans accrue interest at the same rate as the Gateway Mortgage Loan. The Gateway B Notes accrue interest at the rate of 4.5000% per annum, and The Gateway C Notes accrue interest at the rate of 4.9300% per annum. The Gateway Mortgage Loan along with The Gateway Pari Passu Senior Companion Loans are eachpari passu in right of payment and together are senior in right of payment to The Gateway Subordinate Companion Loans. The holders of The Gateway Mortgage Loan, The Gateway Pari Passu Senior Companion Loans and The Gateway Subordinate Companion Loans have entered into a co-lender agreement which sets forth the allocation of collections on The Gateway Whole Loan. See “Description of the Mortgage Pool—The Whole Loans—The Gateway Pari Passu A/B Whole Loan” in the Prospectus.

Mezzanine Loan and Preferred Equity.Not permitted.

Release of Property. Not permitted.

Substitution of Property.Not permitted.

Terrorism Insurance.The Gateway Borrower is required to maintain insurance coverage for perils and acts of terrorism in an amount equal to the full replacement cost of The Gateway Property (plus 24 months of rental loss and/or business interruption coverage plus an additional period of indemnity covering (i) the 12 months following restoration or (ii) the period of time until such income returns to the same level it was at prior to the loss, whichever occurs first),provided that the coverage is commercially available and if the Terrorism Risk Insurance Program Reauthorization Act of 2015 or extension thereof is not in effect, The Gateway Borrower will not be required to pay annual premiums in excess of two times the premium for a separate policy insuring The Gateway Property on a stand-alone basis. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus.

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A-3-99

BANK 2018-BNK11 One Lincoln Station

Mortgage Loan No. 11 – One Lincoln Station

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		WFB			Single Asset/Portfolio:	Single Asset
Original Balance:		$27,000,000			Location:	Lone Tree, CO 80124
Cut-off Date Balance:		$27,000,000			General Property Type:	Office
% of Initial Pool Balance:		3.9%			Detailed Property Type:	Suburban
Loan Purpose:		Acquisition			Title Vesting:	Fee/Leasehold(6)
Sponsor:		Brian E. Bergersen			Year Built/Renovated:	2008/N/A
Mortgage Rate:		4.8050%			Size:	147,184 SF
Note Date:		3/13/2018			Cut-off Date Balance per SF:	$183
First Payment Date:		5/11/2018			Maturity Date Balance per SF:	$183
Maturity Date:		4/11/2028			Property Manager:	Westfield Property Services, LLC
Original Term to Maturity:		120 months
Original Amortization Term:		0 months
IO Period:		120 months
Seasoning:		0 months			Underwriting and Financial Information
Prepayment Provisions:		LO (24); DEF (92); O (4)			UW NOI(7):	$2,726,127
Lockbox/Cash Mgmt Status:		Springing/Springing			UW NOI Debt Yield:	10.1%
Additional Debt Type:		N/A			UW NOI Debt Yield at Maturity:	10.1%
Additional Debt Balance:		N/A			UW NCF DSCR:	1.94x
Future Debt Permitted (Type):		No (N/A)			Most Recent NOI (as of)(7):	$1,248,483 (12/31/2017)
Reserves					2nd Most Recent NOI (as of):	$1,053,938 (12/31/2016)
Type	Initial		Monthly	Cap	3rd Most Recent NOI(7):	N/A
RE Tax:	$95,672		$95,672	N/A	Most Recent Occupancy (as of)(8):	97.1% (1/1/2018)
Insurance:	$0		Springing(1)	N/A	2nd Most Recent Occupancy (as of)(8):	67.7% (12/31/2016)
Recurring Replacements:	$0		$2,453(2)	$143,000(2)	3rd Most Recent Occupancy (as of) :	64.8% (12/31/2015)
TI/LC:	$0		$12,265(3)	$425,000(3)	Appraised Value (as of):	$43,800,000 (1/4/2018)
Rent Concession:	$41,046(4)		$0	N/A	Cut-off Date LTV Ratio:	61.6%
Tenant Specific TI/LC:	$95,310(5)		$0	N/A	Maturity Date LTV Ratio:	61.6%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount:	$27,000,000	60.3%	Acquisition Price:	$43,750,000	97.7%
Borrower Equity:	$17,788,092	39.7%	Closing Costs:	$806,064	1.8%
			Reserves:	$232,028	0.5%
Total Sources:	$44,788,092	100.0%	Total Uses:	$44,788,092	100.0%

(1) The One Lincoln Station Mortgage Loan (as defined below) documents do not require ongoing monthly escrows for insurance premiums as long as (i) no event of default has occurred and is continuing; (ii) the One Lincoln Station Borrower (as defined below) provides the lender with evidence that the One Lincoln Station Property’s (as defined below) insurance coverage is included in a blanket policy and such policy is in full force and effect; and (iii) the One Lincoln Station Borrower pays all applicable insurance premiums and provides the lender with evidence of renewals.

(2) Monthly impounds for ongoing recurring replacements are subject to cap of $143,000 so long as no event of default exists and the One Lincoln Station Property is adequately being maintained, as determined by the lender.

(3) Monthly impounds for ongoing TI/LCs are subject to a cap of $425,000 so long as (i) no event of default exists; (ii) the One Lincoln Station Property maintains a minimum physical and economic occupancy of 90.0%; and (iii) the net cash flow debt yield is equal to or greater than 8.0%.

(4) The rent concession reserve applies to existing leases related to the tenants Shea Homes, Cortland Partners and Upstream.

(5) The tenant specific TI/LC applies to outstanding tenant improvements and leasing commissions related to the tenant Cortland Partners.

(6) See “The Property” below. The One Lincoln Station Borrower’s interest in the parking structure adjacent to the office building is a ground leasehold interest.

(7) See “Operating History and Underwritten Net Cash Flow” below for a discussion of the increase in UW NOI compared to Most Recent NOI. Historical financial information prior to 2016 is not available as the One Lincoln Station Borrower recently acquired the One Lincoln Station Property and such information was not provided by the seller.

(8) The increase in occupancy from December 31, 2016 to January 1, 2018 was due to the following new tenants taking occupancy: Orbis Education (3,987 SF, 2.7% of NRA) took occupancy on May 1, 2017; Shea Homes (two spaces totaling 31,594 SF, 21.5% of NRA) took occupancy on August 25, 2017 and October 15, 2017; Cortland Partners (3,177 SF, 2.2% of NRA) took occupancy on October 1, 2017; and Upstream (4,538 SF, 3.1% of NRA) took occupancy on November 1, 2017.

The Mortgage Loan. The eleventh largest mortgage loan (the “One Lincoln Station Mortgage Loan”) is evidenced by a promissory note in the original principal amount of $27,000,000 and secured by a first priority fee and leasehold mortgage encumbering a six-story, 147,184 SF Class A office building (the “One Lincoln Station Property”) located in Lone Tree, Colorado. The proceeds of the One Lincoln Station Mortgage Loan, together with approximately $17.8 million of borrower equity, were used to acquire the One Lincoln Station Property, fund reserves and pay closing costs.

The Borrowers and the Sponsor. The borrower comprises five tenants in common: OLS-Preston, LLC; OLS-Meadowstone, LLC; OLS-PPA, LLC; OLS-PPH, LLC; and OLS-1401, LLC (collectively the “One Lincoln Station Borrower”), each a single-purpose Delaware limited liability company. The borrower sponsor and non-recourse carve-out guarantor is Brian E. Bergersen, who has an ownership interest in the One Lincoln Station Borrower. Mr. Bergersen is the president and founder of Spectrum Properties, Ltd. (“Spectrum”). Since 1993, Spectrum has developed and managed over 345,000 SF of commercial, retail and office developments, 747 multifamily units and 570 independent senior living community units. In addition to the One Lincoln

A-3-100

BANK 2018-BNK11 One Lincoln Station

Station Property, Spectrum’s current commercial real estate portfolio includes three office properties in Illinois and Texas totaling 160,684 SF as well as three retail properties in Dallas, Texas.

The Property.The One Lincoln Station Property is a six-story, LEED certified Class A office building located in Lone Tree, Colorado, 17.0 miles southeast of the Denver central business district. Built in 2008 and situated on a 1.42-acre parcel, the One Lincoln Station Property contains amenities including conference rooms, a fitness center with locker rooms and showers, covered parking, 26 designated bicycle storage spaces and a large open outdoor plaza. The One Lincoln Station Property also features an energy efficient raised floor and underfloor air distribution system.

As of January 1, 2018, the One Lincoln Station Property was 97.1% occupied by eight tenants, including Nationwide Mutual Insurance Company (“Nationwide”; rated A1/A+ by Moody’s/S&P; 52.8% of NRA; 53.7% of underwritten rent). The One Lincoln Station Property was previously 100.0% occupied by Dex Media, which vacated the building in the first quarter of 2014 after filing for bankruptcy. In November 2014, Nationwide signed a lease and subsequently took occupancy in August 2015. Since Nationwide took occupancy at the One Lincoln Station Property, seven tenants totaling approximately 65,275 SF (44.3% of NRA, 46.3% of underwritten rent) have taken occupancy. The second largest tenant, Shea Homes, took occupancy at the One Lincoln Station Property in August 2017.

In total, the One Lincoln Station Property has access rights to 702 parking spaces, resulting in a parking ratio of 4.8 spaces per 1,000 SF of rentable area. The One Lincoln Station Borrower owns a 50% interest in the condominium regime of a parking structure known as the South Parking Structure (immediately south of the One Lincoln Station Property) in which the One Lincoln Station Property is allocated 195 parking spaces. In addition, the One Lincoln Station Property includes a 14.74% leasehold ownership interest in a parking garage known as the Lincoln Station RTD Parking Garage (immediately north of the One Lincoln Station Property), which is subject to a two-unit condominium regime in which the One Lincoln Station Borrower owns one unit, in which the One Lincoln Station Property is allocated 273 parking spaces. The lessor under the Lincoln Station RTD Parking Garage ground lease is Regional Transportation District, and the initial lease expiration is in March 2106. Additionally, there are 88 parking spaces below the One Lincoln Station Property and The One Lincoln Station Borrower licenses an additional 146 parking spaces within the Lincoln Station RTD Parking Garage. See “Risk Factors—Risks Relating to the Mortgage Loans—Condominium Ownership May Limit Use and Improvements”in the Prospectus.

Major Tenants.

Nationwide (77,690 SF, 52.8% of NRA, 53.7% of underwritten rent, lease expires 1/31/2023). Nationwide (rated A1 and A+ by Moody’s and S&P, respectively) is an insurance and financial services company. Founded in 1926, Nationwide evolved from a regional auto insurer to a Fortune 100 company that offers a full range of insurance and financial services across the country and focuses on domestic property and casualty insurance, life insurance and retirement savings, asset management and strategic investments. As of December 31, 2016, Nationwide reported approximately $43.0 billion in total sales and $209.8 billion in total assets. The One Lincoln Station Property serves as a regional headquarters for Nationwide. Nationwide has over 450 employees at the One Lincoln Station Property.

Shea Homes (31,594 SF, 21.5% of NRA, 21.8% of underwritten rent, lease expires 8/24/2027). Founded in 1881, Shea Homes has built homes and master-planned communities for more than 105,000 families across the country. Shea Homes designs, builds and markets single-family detached and attached homes in various geographic markets in California, Arizona, Colorado, Washington, Nevada, Florida, Virginia, North Carolina and Texas. The One Lincoln Station Property serves as one of nine offices for Shea Homes in the country. As of December 31, 2017, Shea Homes had approximately 836 employees and, in 2017, Shea Homes delivered approximately 2,350 homes. Shea Homes has a lease contraction option in October 2019 for approximately 5,891 SF on the 5th floor. In addition, Shea Homes has a lease termination option in February 2025 for its space on both the 5th (5,891 SF) and 6th floor (25,703 SF). In order to exercise the 6th floor termination option, Shea Homes must provide the One Lincoln Station Borrower with 270 days’ notice and payment of a termination fee equal to unamortized leasing costs, abated base rent and three months of additional base rent. In order to exercise the 5th floor contraction or termination option, Shea Homes must provide the One Lincoln Station Borrower with 270 days’ notice and payment of a termination fee equal to unamortized leasing costs and abated base rent. Shea Homes has a total of $27,246 of free rent through July 11, 2018, which was reserved for at loan origination.

A-3-101

BANK 2018-BNK11 One Lincoln Station

The following table presents certain information relating to the leases at the One Lincoln Station Property:

Tenant Summary(1)
Tenant Name	Credit Rating (Fitch/Moody's/S&P)(2)	Tenant SF	Approximate % of SF	Annual UW Rent(3)	% of Total Annual UW Rent	Annual UW Rent PSF(3)	Lease Expiration
Major Tenant
Nationwide	NR/A1/A+	77,690	52.8%	$1,476,110(4)	53.7%	$19.00(4)	1/31/2023(5)
Shea Homes	NR/B1/B+	31,594	21.5%	$600,286	21.8%	$19.00	8/24/2027(6)(7)
Crestone Holdings	NR/NR/NR	13,710	9.3%	$278,998	10.1%	$20.35	2/28/2023(8)
Upstream	NR/NR/NR	4,538	3.1%	$86,222	3.1%	$19.00	4/30/2025(9)
Alta Trust	NR/NR/NR	4,323	2.9%	$88,621	3.2%	$20.50	12/31/2023(10)
Subtotal/Wtd. Avg.		131,855	89.6%	$2,530,238	92.0%	$19.19
Other Tenants		11,110	7.5%	$218,628	8.0%	$19.68
Vacant Space		4,219	2.9%	$0	0.0%	$0.00
Total/Wtd. Avg.		147,184	100.0%	$2,748,866	100.0%	$19.23

(1) Information is based on the underwritten rent roll.

(2) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(3) Wtd. Avg. Annual UW Rent PSF excludes vacant space.

(4) Nationwide’s Annual UW Rent and Annual UW Rent PSF are based on the tenant’s average rental rate over the lease term. Nationwide currently pays rent of $18.00 PSF.

(5) Nationwide has two, five-year extension options, with at least 12 months’ notice, at fair market rental rate as determined in the lease.

(6) Shea Homes has a total of $27,246 of free rent through July 11, 2018, which was reserved for at loan origination (see “Escrows and Reserves” below). Shea Homes has two, five-year extension options, with at least nine months’ notice, at fair market rental rate as determined in the lease.

(7) Shea Homes has a lease contraction option in October 2019 for approximately 5,891 SF on the 5th floor. In addition, Shea Homes has a lease termination option in February 2025 for its space on both the 5th (5,891 SF) and 6th floor (25,703 SF). In order to exercise either option, Shea Homes must, with respect to the 6th floor, provide 270 days’ notice and payment of a termination fee equal to unamortized leasing costs, abated base rent and three months of additional base rent and, with respect to the 5th floor, 270 days’ notice and payment of a termination fee equal to unamortized leasing costs and abated base rent.

(8) Crestone Holdings has two, five-year extension options, with at least nine months’ notice, at fair market rental rate as determined in the lease. Crestone Holdings is in a free rent period for 3,854 square feet of their space until May 1, 2018.

(9) Upstream has one, five-year extension option, with at least nine months’ notice, at fair market rental rate as determined in the lease.

(10) Alta Trust has one, three-year extension option, with at least 12 months’ notice, at fair market rental rate as determined in the lease.

The following table presents certain information relating to the lease rollover schedule at the One Lincoln Station Property:

Lease Rollover Schedule(1)(2)
Year	# of Leases Rolling	SF Rolling	UW Rent PSF Rolling(3)	% of Total SF Rolling	Cumulative % of SF Rolling	Total UW Rent Rolling	Approx. % of Total Rent Rolling	Approx. Cumulative % of Total Rent Rolling
MTM	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2018	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2019	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2020	0	0	$0.00	0.0%	0.0%	$0	0.0%	0.0%
2021	1	3,946	$19.75	2.7%	2.7%	$77,933	2.8%	2.8%
2022	1	3,987	$19.75	2.7%	5.4%	$78,743	2.9%	5.7%
2023	4	98,900	$19.27	67.2%	72.6%	$1,905,681	69.3%	75.0%
2024	0	0	$0.00	0.0%	72.6%	$0	0.0%	75.0%
2025	1	4,538	$19.00	3.1%	75.7%	$86,222	3.1%	78.2%
2026	0	0	$0.00	0.0%	75.7%	$0	0.0%	78.2%
2027	1	31,594	$19.00	21.5%	97.1%	$600,286	21.8%	100.0%
2028	0	0	$0.00	0.0%	97.1%	$0	0.0%	100.0%
2029 & Beyond	0	0	$0.00	0.0%	97.1%	$0	0.0%	100.0%
Vacant	0	4,219	$0.00	2.9%	100.0%	$0	0.0%	100.0%
Total/Weighted Average	8	147,184	$19.23	100.0%		$2,748,866	100.0%

(1) Information is based on the underwritten rent roll.

(2) Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the lease rollover schedule.

(3) Total Wtd. Avg. Annual UW Rent PSF Rolling excludes vacant space.

A-3-102

BANK 2018-BNK11 One Lincoln Station

The Market. The One Lincoln Station Property is located in Lone Tree, Colorado, situated immediately adjacent to Interstate 25, approximately 1.5 miles northwest of US-87, approximately 2.7 miles south of the intersection of Interstates 25 and Colorado Highway 470 and approximately 17.0 miles southeast of the Denver central business district. The One Lincoln Station Property is immediately adjacent to the Lincoln Station RTD light rail station, which provides direct access to downtown Denver and Denver International Airport. The RTD rail system operates 365 days a year and services 53 stations with ten lines along Denver’s north, east, southeast, southwest and west rail corridors. The One Lincoln Station Property is proximate to over 9.0 million SF of retail, shopping, restaurants and entertainment options. The Park Meadows Mall, the second largest mall in Colorado with approximately 1.5 million SF, is located approximately 2.0 miles north of the One Lincoln Station Property and attracts over 9.0 million visitors each year. The City of Lone Tree has created the Lone Tree Link, which offers free shuttle rides during normal business hours to various destinations within the city, including Parkridge Corporate Center and Sky Ridge Medical Center. The One Lincoln Station Property is immediately adjacent to a shuttle stop. A separate program, Link on Demand offers free door-to-door on-demand rides within the city limits via the Uber app.

The One Lincoln Station Property is also situated approximately 3.0 miles southwest of the Vallagio at Inverness, one of Denver’s largest mixed-use transit oriented developments which features residences, shops, businesses and restaurants including Street Kitchen Asian Bistro, Marco’s Coal Fired Pizzeria, Russo’s Kitchen + Tavern and Amore Vino. According to the appraisal, the 2017 population within a one-, three- and five-mile radius of the One Lincoln Station Property was 7,578, 53,645 and 197,008, respectively. The 2017 average household income within the same radii was $137,275, $136,595 and $133,189, respectively.

According to a third party market research report, as of the fourth quarter of 2017, the Lone Tree Class A submarket reported a total inventory of approximately 2.3 million SF of office space with a 4.7% vacancy rate. The appraiser identified seven comparable office properties totaling approximately 2.4 million SF with an average occupancy rate of 96.6%, and concluded to an average market rent at the One Lincoln Station Property of $20.50 per square foot, triple net.

The following table presents recent leasing data at comparable office properties with respect to the One Lincoln Station Property:

Comparable Lease Summary
Property Name/Address	Year Built/ Renovated	Size (SF)	Tenant Name	Lease Size (SF)	Lease Date	Lease Term (Yrs.)	Rent/SF	Lease Type
One Lincoln Station Property  9380 Station Street  Lone Tree, Colorado	2008/N/A	147,184	Nationwide	77,690	August 2015	7.3	$18.00	NNN
Village Center Station II  6370 South Fiddlers Green Circle Greenwood Village, Colorado	2018/N/A	324,185	Charter Communications	324,185	February 2018	10.0	$23.00	NNN
Panorama Corporate Center  SWC of I-25 and East Dry Creek Road Englewood, Colorado	1996/2000	814,931	Various(1)	24,389 - 144,096	June 2016 – Nov. 2016	10.0 -12.0	$18.50 – $19.00	NNN
Park Ridge Four  10375 Park Meadows Drive  Lone Tree, Colorado	2001/N/A	192,359	Quoted	N/A	N/A	N/A	$17.00-18.50	N/A
CH2M Global Headquarters   9189, 9191, 9193 South Jamaica St.  Englewood, Colorado	2002/N/A	370,485	CH2M Hill, Inc.	370,485	January 2016	16.8	$19.75	NNN
INOVA 1   7250 South Havana Street  Centennial, Colorado	2016/N/A	211,578	Comcast	211,578	March 2017	10.6	$20.00	NNN
CoBank Center   6340 S. Fiddlers Green Circle  Greenwood Village, Colorado	2015/N/A	274,287	CoBank	274,287	December 2015	15.0	$21.72	NNN
The Arrow Building   9151 East Panorama Circle  Englewood, Colorado	2017/N/A	223,177	Arrow Electronics	223,177	May 2017	15.0	$21.90	NNN

Source:Appraisal

(1) The appraiser provided three comparable leases for the Panorama Corporate Center. The information shown represents the ranges of such leases.

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BANK 2018-BNK11 One Lincoln Station

Operating History and Underwritten Net Cash Flow.The following table presents certain information relating to the operating history and underwritten net cash flow at the One Lincoln Station Property:

Cash Flow Analysis(1)
	2016	2017	UW	UW PSF
Base Rent	$1,374,917	$1,694,702(2)	$2,748,866(3)	$18.68
Gross Up Vacant Space	$0	$0	$86,490	$0.59
Total Recoveries	$921,139	$1,516,517	$2,089,248	$14.19
Parking Income	$3,458	$21,407	$67,500	$0.46
Other Income	$73,969	$77,063	$75,000	$0.51
Less Vacancy & Credit Loss	$0	$0	($141,768)(4)	($0.96)
Effective Gross Income	$2,373,484	$3,309,690	$4,925,336	$33.46
Total Operating Expenses	$1,319,546	$2,061,207	$2,199,209	$14.94
Net Operating Income	$1,053,938	$1,248,483	$2,726,127	$18.52
Capital Expenditures	$0	$0	$29,437	$0.20
TI/LC	$0	$0	$147,184	$1.00
Net Cash Flow	$1,053,938	$1,248,483	$2,549,507	$17.32
Occupancy %	67.7%	97.1%	95.0%(4)
NOI DSCR	0.80x	0.95x	2.07x
NCF DSCR	0.80x	0.95x	1.94x
NOI Debt Yield	3.9%	4.6%	10.1%
NCF Debt Yield	3.9%	4.6%	9.4%

(1) Historical financial information prior to 2016 is not available, as the One Lincoln Station Borrower recently acquired the One Lincoln Station Property and such information was not provided by the seller.

(2) 2017 Base Rent is higher than 2016 Base Rent due to the addition of the following tenants: Crestone Holdings (13,710 SF, 10.1% of UW Base Rent) with a rent commencement date in March 2016 and Alta Trust (4,323 SF, 3.2% of UW Base Rent) with a rent commencement date in January 2017.

(3) UW Base Rent is higher than 2017 due to the inclusion of rent steps through March 2019 totaling approximately $108,059, in addition to three new tenants signing leases totaling 26.4% of UW Base Rent since August 2017. Additionally, Shea Homes (31,594 SF, 21.8% of UW Base Rent) commenced its lease on August 25, 2017 and October 15, 2017 and had free rent periods of six months on the 6th floor (25,703 SF) and nine months on the 5th floor (5,891 SF).

(4) The underwritten economic vacancy is 5.0%. As of January 1, 2018, the One Lincoln Station Property was 97.1% physically occupied.

A-3-104

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A-3-105

BANK 2018-BNK11 Shoppes of Benton

Mortgage Loan No. 12 – Shoppes of Benton

Mortgage Loan Information					Property Information
Mortgage Loan Seller:		MSMCH			Single Asset/Portfolio:	Single Asset
Original Balance:		$22,975,000			Location:	Benton, AR 72019
Cut-off Date Balance:		$22,975,000			General Property Type:	Retail
% of Initial Pool Balance:		3.3%			Detailed Property Type:	Anchored
Loan Purpose:		Refinance			Title Vesting:	Fee
Sponsor:		George B. Tomlin			Year Built/Renovated:	2017/N/A
Mortgage Rate:		4.9250%			Size:	173,764 SF
Note Date:		3/20/2018			Cut-off Date Balance per SF:	$132
First Payment Date:		5/1/2018			Maturity Date Balance per SF:	$109
Maturity Date:		4/1/2028			Property Manager:	GBT Realty Corporation  (borrower related)
Original Term to Maturity:		120 months
Original Amortization Term:		360 months			Underwriting and Financial Information
IO Period:		0 months			UW NOI:	$1,977,422
Seasoning:		0 months			UW NOI Debt Yield:	8.6%
Prepayment Provisions(1):		LO (24); DEF (91); O (5)			UW NOI Debt Yield at Maturity:	10.5%
Lockbox/Cash Mgmt Status:		Springing/Springing			UW NCF DSCR:	1.23x
Additional Debt Type:		N/A			Most Recent NOI:	N/A
Additional Debt Balance:		N/A			2nd Most Recent NOI:	N/A
Future Debt Permitted (Type):		No (N/A)			3rd Most Recent NOI:	N/A
Reserves					Most Recent Occupancy:	93.4% (3/1/2018)
Type	Initial		Monthly	Cap	2nd Most Recent Occupancy:	N/A
RE Tax:	$3,833		$3,833	N/A	3rd Most Recent Occupancy:	N/A
Insurance:	$0		Springing(2)	N/A	Appraised Value (as of):	$32,350,000 (1/4/2018)
Recurring Replacements:	$0		$2,172	N/A	Cut-off Date LTV Ratio:	71.0%
TILC:	$0		$10,859	N/A	Maturity Date LTV Ratio:	58.4%
Other(3):	$400,000		$0	N/A

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount:	$22,975,000	100.0%	Loan Payoff:	$18,084,816	78.7%
			Return of Equity:	$4,039,318	17.6%
			Closing Costs:	$447,033	1.9%
			Reserves:	$403,833	1.8%
Total Sources:	$22,975,000	100.0%	Total Uses:	$22,975,000	100.0%

(1) The Shoppes of Benton Mortgage Loan (as defined below) may also be prepaid from a $400,000 earnout reserve as set forth in footnote (3) below.

(2) Insurance reserves are waived for so long as insurance is maintained under blanket policies in accordance with the terms of the loan documents. If such condition is not met, a monthly insurance reserve in an amount equal to 1/12 of the estimated annual insurance premiums is required.

(3) Other Reserve consists of a $400,000 earnout which may be released to the Shoppes of Benton Borrower (as defined below) in up to two disbursements provided that, (i) no event of default is continuing; (ii) 3,200 SF of space (or such portion thereof as shall cause the following clauses (iii) to (v) to be true) having been leased to one or more tenants pursuant to one or more leases that meet the requirements of the loan documents; (iii) the loan to value ratio is not greater than 75.0%; (iv) the debt service coverage ratio is at least 1.25x; (v) the debt yield is at least 7.90%; and (vi) the Shoppes of Benton Borrower has delivered to the lender an officer's certificate confirming all of the above conditions have been satisfied. In the event these conditions are not satisfied prior to the 24 month anniversary of the note date, the lender may apply the earnout reserve to prepay the Shoppes of Benton Mortgage Loan on the next payment date, and the Shoppes of Benton Borrower will be required to pay a prepayment fee equal to the greater of (i) 1.00% of the amount prepaid and (ii) a yield maintenance premium. In the event that the lender does not elect to use the earnout to prepay the Shoppes of Benton Mortgage Loan on such payment date, the Shoppes of Benton Borrower will continue to have the right to receive release of the earnout upon fulfillment of the conditions above.

The Mortgage Loan.The twelfth largest mortgage loan (the “Shoppes of Benton Mortgage Loan”) is evidenced by a promissory note in the original principal amount of $22,975,000 and secured by a first priority fee mortgage encumbering an anchored retail property in Benton, Arkansas (the “Shoppes of Benton Property”). Proceeds of the Shoppes of Benton Mortgage Loan were primarily used to refinance the previous loan secured by the Shoppes of Benton Property, fund upfront reserves, pay closing costs and return equity to the Shoppes of Benton Borrower.

The Borrower and the Sponsor. The borrower is Benton SC Investment Partners, LLC (the “Shoppes of Benton Borrower”), a single-purpose, newly formed Delaware limited liability company with one independent director. The borrower sponsor and non-recourse carveout guarantor is George B. Tomlin.

George B. Tomlin has over 35 years of experience in commercial real estate. In 1987 he formed GBT Realty Corporation, the property manager, with regional focus in office and retail investment management services with a diverse client base. In recent years, the real estate company has completed over 6 million SF of development totaling over $1 billion of project costs in 27 states through its shopping center, net lease and diversified development platforms.

A-3-106

BANK 2018-BNK11 Shoppes of Benton

The Property.The Shoppes of Benton Property is a 173,764 SF anchored retail shopping center located in Benton, Arkansas approximately 20 miles southwest of Little Rock, Arkansas. The Shoppes of Benton Property is situated on an approximately 27.8-acre site and features 959 parking spaces (5.52 spaces per 1,000 SF).

The Shoppes of Benton Property consists of three one-story buildings built in 2017 and is anchored by Hobby Lobby, TJ Maxx, PetSmart and Tuesday Morning. As of March 1, 2018, the Shoppes of Benton Property was 93.4% leased by a mix of 4 anchor and 10 in-line tenants. The anchor tenants comprise 72.1% of the NRA and account for 63.9% of underwritten rent. Other than the anchor tenants, no tenant represents more than 5.7% of NRA or accounts for more than 9.5% of underwritten rent.

Major Tenants.

Hobby Lobby(55,000 SF, 31.7% of NRA, 22.4% ofunderwritten rent). Hobby Lobby leases 55,000 SF at the Shoppes of Benton Property. The lease began August 1, 2017, expires July 31, 2032 and has three, five-year extension options. Hobby Lobby is a large privately owned craft retailer operating more than 800 stores across the United States with more than 30,000 employees. Hobby Lobby sells various craft and home décor products including arts and crafts related supplies as well as home decorating accessories.

TJ Maxx (40,018 SF, 23.0% of NRA, 19.6% of underwritten rent). Best Buy leases 40,018 SF at the Shoppes of Benton Property. The original lease began September 1, 2017, expires August 31, 2027 and has four, five-year extension options. TJ Maxx is a leading off-price retailer of apparel and home fashions in the United States and worldwide, ranking No. 87 in the 2017 Fortune 500 listings. At the end of 2017, TJ Maxx had a reported over $33 billion in revenues, more than 3,800 stores in 9 countries, 3 e-commerce sites, and approximately 235,000 associates.

PetSmart (17,826 SF, 10.3% of NRA, 14.1% of underwritten rent).PetSmart leases 17,826 SF at the Shoppes of Benton Property. The original lease began June 1, 2017, expires May 31, 2027 and has four, five-year extension options. PetSmart is a specialty retailer of pet food and supplies, operates more than 1,430 stores in the United States, Canada, and Puerto Rico in addition to an e-commerce site and offers 11,000 products.

Tuesday Morning (12,412 SF, 7.1% of NRA, 7.7% of underwritten rent).Tuesday Morning leases 12,412 SF at the Shoppes of Benton Property. The original lease began August 1, 2017, expires January 31, 2027 and has two, five-year extension options.Tuesday Morning is a national retail chain established in 1974 specializing in both domestic and international closeouts of medium to high-end name brand gifts, luxury home textiles, home furnishings, housewares and seasonal décor.

Ulta (9,908 SF, 5.7% of NRA, 9.5% of underwritten rent).Ulta leases 9,908 SF at the Shoppes of Benton Property. The original lease began September 1, 2017, expires August 31, 2027 and has three, five-year extension options. Ulta offers more than 20,000 products from over 500 well-established and emerging beauty brands across all categories and price points, including ULTA Beauty's own private label. ULTA Beauty also offers a full-service salon in every store featuring hair, skin and brow services.

The following table presents a summary regarding the largest tenants at the Shoppes of Benton Property (of which certain tenants may have co-tenancy provisions):

Tenant Summary(1)
Tenant Name	Credit Rating (Fitch/Moody's/S&P)(2)	Tenant SF	Approximate % of SF	Annual UW Rent	% of Total Annual UW Rent	Annual UW Rent PSF	Lease Expiration
Hobby Lobby	NR/NR/NR	55,000	31.7%	$467,500	22.4%	$8.50	7/31/2032
TJ Maxx	NR/A2/A+	40,018	23.0%	$408,710	19.6%	$10.21	8/31/2027
PetSmart	NR/Caa1 /CCC+	17,826	10.3%	$294,129	14.1%	$16.50	5/31/2027
Tuesday Morning	NR/NR/NR	12,412	7.1%	$161,356	7.7%	$13.00	1/31/2027
Ulta	NR/NR/NR	9,908	5.7%	$197,665	9.5%	$19.95	8/31/2027
Subtotal/Wtd. Avg.		135,164	77.8%	$1,529,360	73.3%	$11.31
Other Tenants		27,100	15.6%	$555,800	26.7%	$20.51
Vacant Space		11,500	6.6%	$0	0.0%	$0.00
Total/Wtd. Avg.		173,764	100.0%	$2,085,160	100.0%	$12.85

(1) Information is based on the underwritten rent roll.

(2) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

A-3-107

BANK 2018-BNK11 Shoppes of Benton

The following table presents certain information with respect to the lease rollover at the Shoppes of Benton Property:

Lease Rollover Schedule(1)(2)
Year	# of Leases Rolling	SF Rolling	% of Total SF Rolling	Cumulative  % of SF  Rolling	Annual UW Rent PSF Rolling(3)	Annual UW  Rent Rolling	% of Annual UW  Rent  Rolling	Cumulative %  of Annual UW  Rent Rolling
MTM	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2018	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2019	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2020	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2021	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2022	7	18,600	10.7%	10.7%	$20.66	$384,300	18.4%	18.4%
2023	0	0	0.0%	10.7%	$0.00	$0	0.0%	18.4%
2024	0	0	0.0%	10.7%	$0.00	$0	0.0%	18.4%
2025	0	0	0.0%	10.7%	$0.00	$0	0.0%	18.4%
2026	0	0	0.0%	10.7%	$0.00	$0	0.0%	18.4%
2027	6	88,664	51.0%	61.7%	$13.91	$1,233,360	59.1%	77.6%
2028	0	0	0.0%	61.7%	$0.00	$0	0.0%	77.6%
2029 & Beyond	1	55,000	31.7%	93.4%	$8.50	$467,500	22.4%	100.0%
Vacant	0	11,500	6.6%	100.0%	$0.00	0	0.0%	100.0%
Total/Wtd. Avg.	14	173,764	100.0%		$12.85	$2,085,160	100.0%

(1) Information is based on the underwritten rent roll.

(2) Certain tenants may have lease termination options that are exercisable prior to the stated expiration date of the subject lease or leases which are not considered in the lease rollover schedule.

(3) Total/Wtd. Avg. Annual UW Rent PSF Rolling excludes vacant space.

The Market. The Shoppes of Benton Property is located in the Little Rock retail market and the Saline County retail submarket. According to an industry report, as of the fourth quarter of 2017, the Little Rock retail market had approximately 54.1 million SF of retail space inventory, overall vacancy in the market was approximately 5.4% and asking rent was $12.62 PSF. There are 7 buildings totaling 78,148 SF currently under construction in the market that are approximately 65.3% preleased and expected to be complete by second quarter of 2018. According to an industry report, as of the fourth quarter of 2017, the Saline County retail submarket had approximately 5.9 million SF of retail space inventory, overall vacancy in the submarket was approximately 3.3% and asking rent was $9.86 PSF. There are currently 3 buildings under construction totaling 35,000 SF that were projected to be complete in March of 2018.

The estimated 2017 population within a one-, three- and five-mile radius of the Shoppes of Benton Property is 3,901, 33,545 and 63,689, respectively. The annual population growth within the three-mile trade area was 1.80% between 2010 and 2017. The estimated median household income within a one-, three- and five-mile radius of the Shoppes of Benton Property is $54,443, $56,116 and $56,217, respectively.

The following table presents recent leasing data at comparable retail rental properties with respect to the Shoppes of Benton Property:

Comparable Retail Property Summary
Property Name /   City. State	Built	GLA	Tenant Name	Lease Area (SF)	Lease Date	Lease Term (Mos/)	Rent PSF
Shoppes of Benton  20380 I-30 Frontage Road Benton, AR	2017	173,764	Various(1)	Various	Various	Various	$12.85(1)
Hurricane Creek Village  20770 I-30 Frontage Road  Benton, AR	2015	206,157	Academy, Ltd.	62,751	Aug 2015	181	$9.60
Alcoa Exchange  7307 Alcoa Boulevard  Bryant, AR	2006	127,500	Best Buy  PetCo  Shipley Donuts	32,625  11,475  1,400	Nov 2008  Nov 2008  May 2016	120  120  12.0	$14.25  $10.00  $24.00
Shackleford Crossing  2618 South Shackleford  Little Rock, AR	2008	295,036	Haverty’s  Jo-Ann Stores  Scottrade	35,000  14,000  1,614	May 2009  Aug 2013  Mar 2013	120  126  67	$13.00  $10.50  $22.00
Grove Plaza-Outparcel  10800 Bass Pro Parkway  Little Rock, AR	2016	9,621	Taziki’s  Pie 5 Pizza  Sprint	3,027  2,500  1,547	Jan 2017  Aug 2016  Jan 2017	120  120  120	$28.00  $28.50  $27.95

Source: Appraisal 

(1) Represents the total anchor and in-line tenants at the Shoppes of Benton Property. Rent PSF for the Shoppes at Benton Property represents weighted average rent PSF.

A-3-108

BANK 2018-BNK11 Shoppes of Benton

Underwritten Net Cash Flow.The following table presents certain information relating to the Underwritten Net Cash Flow at the Shoppes of Benton Property:

Cash Flow Analysis
	UW(1)	UW PSF
Base Rent(2)	$2,394,360	$13.78
Total Recoveries	$415,000	$2.39
Other Income	$0	$0.00
Less Vacancy & Credit Loss	($309,200)	($1.78)
Effective Gross Income	$2,500,160	$14.39
Total Expenses	$522,738	$3.01
Net Operating Income	$1,977,422	$11.38
Capital Expenditures	$25,196	$0.15
TI/LC	$144,224	$0.83
Net Cash Flow	$1,808,002	$10.40
Occupancy %(3)	87.1%
NOI DSCR	1.35x
NCF DSCR	1.23x
NOI Debt Yield	8.6%
NCF Debt Yield	7.9%

(1) Historical cash flows are limited as the Shoppes of Benton Property was built in 2017.

(2) UW Base Rent is based on the underwritten rent roll dated March 1, 2018 and includes $10,531 of straight-lined rent for TJ Maxx due to its investment grade rating.

(3) UW Occupancy % represents economic occupancy. The Shoppes of Benton Property was 93.4% leased as of March 1, 2018.

A-3-109

BANK 2018-BNK11 300 E. 85^th Housing Corp.

Mortgage Loan No. 13 – 300 E. 85^th Housing Corp.

Mortgage Loan Information					Property Information
Mortgage Loan Seller:		NCB			Single Asset/Portfolio:	Single Asset
Original Balance:		$15,300,000			Location:	New York, NY 10028
Cut-off Date Balance:		$15,289,439			General Property Type:	Multifamily
% of Initial Pool Balance:		2.2%			Detailed Property Type:	Cooperative
Loan Purpose:		Refinance			Title Vesting:	Fee
Sponsor(1):		N/A			Year Built/Renovated:	1985-1986/N/A
Mortgage Rate:		4.1900%			Size:	176 Units
Note Date:		2/27/2018			Cut-off Date Balance per Unit(2):	$86,872
First Payment Date:		4/1/2018			Maturity Date Balance per Unit(2):	$77,252
Maturity Date:		3/1/2028			Property Manager:	Rose-Terra Management LLC
Original Term to Maturity:		120 months			Underwriting and Financial Information
Original Amortization Term:		480 months			UW NOI(5):	$4,716,229
IO Period:		0 months			UW NOI Debt Yield(2):	30.8%
Seasoning:		1 month			UW NOI Debt Yield at Maturity(2):	34.7%
Prepayment Provisions:		YM1 (113); O (7)			UW NCF DSCR(2):	5.89x
Lockbox/Cash Mgmt Status:		None			Most Recent NOI(5):	N/A
Additional Debt Type(2):		Floating			2ndMost Recent NOI(5):	N/A
Additional Debt Balance(2):		$0			3rdMost Recent NOI(5):	N/A
Future Debt Permitted (Type)(3):		Yes (Secured)			Most Recent Occupancy(6):	N/A
Reserves					2ndMost Recent Occupancy(6):	N/A
Type	Initial		Monthly	Cap	3rdMost Recent Occupancy(6):	N/A
RE Tax:	$0		Springing(4)	N/A	Appraised Value (as of)(7):	$235,000,000 (1/8/2018)
Insurance:	$0		Springing(4)	N/A	Cut-off Date LTV Ratio(2)(7):	6.5%
					Maturity Date LTV Ratio(2)(7):	5.8%
					Coop-Rental Value(8):	$133,000,000
					Coop-LTV as Rental(8)	11.5%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount:	$15,300,000	100.0%	Loan Payoff:	$13,049,312	85.3%
			Proceeds to Borrower:	$1,606,109	10.5%
			Closing Costs:	$644,579	4.2%
Total Sources:	$15,300,000	100.0%	Total Uses:	$15,300,000	100.0%

(1) The 300 E. 85^th Housing Corp. Property (as defined below) is owned by the 300 E. 85^thHousing Corp. Borrower (as defined below), which is a cooperative housing corporation. No individual or entity (other than the 300 E. 85^th Housing Corp. Borrower) has recourse obligations with respect to the 300 E. 85^th Housing Corp. Mortgage Loan (as defined below), including pursuant to any guaranty or environmental indemnity.

(2) The 300 E. 85th Housing Corp. Property also secures a subordinate second lien mortgage loan to the 300 E. 85th Housing Corp. Borrower in the amount of up to $500,000 (the “300 E. 85th Housing Corp. Subordinate Loan”) which permits advances from time to time. The outstanding balance of the 300 E. 85th Housing Corp. Subordinate Loan as of the cut-off date is $0. National Cooperative Bank, N.A is the holder of the 300 E. 85th Housing Corp. Subordinate Loan. With regard to the interest rate, term, payment terms and other statistical information relating to the 300 E. 85th Housing Corp. Subordinate Loan, see “Additional Debt Financing For Mortgage Loans Secured by Residential Cooperatives” in the Prospectus. All statistical information presented above relating to balances per unit, debt yields, debt service coverage ratios and loan-to-value ratios are based solely on the 300 E. 85th Housing Corp. Mortgage Loan (as defined below). As of the Cut-off Date, on an aggregate basis (i.e., aggregating both the 300 E. 85th Housing Corp. Mortgage Loan and the 300 E. 85th Housing Corp. Subordinate Loan), the Cut-off Date Balance per Unit, Maturity Date Balance per Unit, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio are $89,713, $80,093, 29.9%, 33.5%, 5.72x, 6.7% and 6.0%, respectively, with such figures being calculated assuming (with respect to the 300 E. 85th Housing Corp. Subordinate Loan) (i) that interest is accruing pursuant to the applicable loan document (with the applicable interest rate determined using the Prime Rate in effect as of March 9, 2018 and giving effect to any applicable interest rate floor), (ii) that the loan has been fully advanced and requires payments of interest only and (iii) that the entire amount of the loan is outstanding as of the Maturity Date.

(3) In addition to 300 E. 85th Housing Corp. Subordinate Loan as described in footnote (2) above, National Cooperative Bank, N.A., the applicable master servicer of the 300 E. 85^thHousing Corp. Mortgage Loan, will be permitted to waive the enforcement of the “due-on-encumbrance” clause in the related mortgage instrument to permit subordinate debt secured by the 300 E. 85^th Housing Corp. Property, subject to the satisfaction of various conditions and subject to certain parameters set forth in the Pooling and Servicing Agreement. . See ““Description of the Mortgage Pool—Additional Indebtedness—Other Secured Indebtedness—Additional Debt Financing For Mortgage Loans Secured by Residential Cooperatives” in the Prospectus.

(4) The 300 E. 85^th Housing Corp. Borrower is required to deposit, simultaneously with each monthly loan payment, 1/12 of the estimated annual real estate tax payments upon (i) failure to provide evidence of the payment of such taxes within 60 days following the date on which such payment is due to the applicable taxing authority or (ii) the occurrence of an event of default under the applicable loan documents. In addition, the 300 E. 85^th Housing Corp. Borrower may be required to deposit, simultaneously with each monthly loan payment, 1/12 of the annual insurance premiums upon the occurrence of an event of default under the applicable loan documents.

(5) Most Recent NOI, 2nd Most Recent NOI and 3rd Most Recent NOI are “not available”. Residential cooperatives are not-for-profit entities that set maintenance fees to cover current expenses and plan for future capital needs. A residential cooperative can increase or decrease maintenance fees according to its anticipated expenses and level of cash reserves. The historical NOI figures are not representative of the cash flow generated by the 300 E. 85^th Housing Corp. Property if it were operated as a multifamily rental property.

(6) Most Recent Occupancy, 2^nd Most Recent Occupancy and 3^rd Most Recent Occupancy is not reported as all residential units are owned by tenant-shareholders.

(7) For purposes of determining the Appraised Value, the Cut-off Date LTV Ratio and the Maturity Date LTV Ratio, the value estimate reflected in the appraisal of the 300E.85^th Housing Corp. Property is determined as if such residential cooperative property is operated as a residential cooperative and, in general, such value equals the sum of (i) the gross share value of all cooperative units in such residential cooperative property, based in part on various comparable sales of cooperative apartment units in the market, plus (ii) the amount of the underlying debt encumbering such residential cooperative property. See “Description of the Mortgage Pool-Certain Characteristics of Mortgage Loans Secured by Residential Cooperatives” in the Prospectus.

(8) The Coop-Rental Value and the Coop-LTV as Rental assumes the 300 E. 85^th Housing Corp. Property is operated as a multifamily rental property. See“Risk Factors—Risks Relating to the Mortgage Loans—Residential Cooperative Properties Have Special Risks,” and “Description of the Mortgage Pool-Property Types-Multifamily Properties” in the Prospectus.

A-3-110

BANK 2018-BNK11 300 E. 85^th Housing Corp.

The Mortgage Loan.The thirteenth largest mortgage loan (the “300 E. 85^th Housing Corp. Mortgage Loan”) is evidenced by a promissory note in the original principal amount of $15,300,000 secured by a first priority fee mortgage encumbering a 176-unit, high-rise cooperative apartment building with 1,734 SF of ground floor retail space, located in New York City, New York (the “300 E. 85^th Housing Corp. Property”). The proceeds of the 300 E. 85^th Housing Corp. Mortgage Loan were used to refinance existing debt secured by the 300 E. 85^th Housing Corp. Property, fund reserves, and pay closing costs.

The Borrower. The borrower is 300 E. 85^th Housing Corp., a cooperative housing corporation organized under the laws of the State of New York (the “300 E. 85th Housing Corp. Borrower”). The 300 E. 85^th Housing Corp. Property is owned in fee simple by the 300 E. 85th Housing Corp. Borrower. No individual or entity (other than the 300 E. 85th Housing Corp. Borrower) has recourse obligations with respect to the 300 E. 85^th Housing Corp. Mortgage Loan, including pursuant to any guaranty or environmental indemnity.

The Property.The 300 E. 85^th Housing Corp. Property consists of 176 residential units in a 37-story plus basement residential cooperative apartment building located in New York, New York. The 300 E. 85^th Housing Corp. Property was constructed between 1985 and 1986 and converted to cooperative ownership in 1986. The 300 E. 85^th Housing Corp. Property is 100.0% owned by tenant-shareholders. Of the 176 residential units, 76 units have terraces. The 300 E. 85^th Housing Corp. Property also contains one superintendent unit and two ground floor retail units without shares that are owned by the 300 E. 85^th Housing Corp. Borrower. The retail units are 100.0% leased to Supercuts and Ivory Cleaners, Inc. The Ivory Cleaners, Inc. space is used only as a clothing pick-up and drop-off facility.

The 300 E. 85^th Housing Corp. Property features an in-ground swimming pool with concrete deck, a fitness center, a common room and a party room, bike storage and locker rooms, and a paved courtyard. Parking is located in the basement and consists of 11 garage parking spaces. Floors 2 through 37 contain a commercial washer and a commercial dryer on each floor. Recent renovations at the 300 E. 85^th Housing Corp. Property include façade pointing and brick replacement for over $1,000,000.

The table below shows the apartment unit mix at the 300 E. 85^th Housing Corp. Property:

300 E. 85th Housing Corp. Unit Mix
Unit Type	Units	% of Total Units	Average SF per Unit	Total SF
Studio	23	13.1%	700	16,100
1 Bedroom	71	40.3%	826	58,675
1 Bedroom with Terrace	11	6.3%	848	9,325
2 Bedroom	6	3.4%	1,646	9,875
2 Bedroom with Terrace	51	29.0%	1,143	58,300
3 Bedroom with Terrace	13	7.4%	2,056	26,725
5 Bedroom with Terrace	1	0.6%	2,850	2,850
Total/Wtd. Avg.	176		1,033	181,850

Source: Information obtained from the appraisal.

The Market.The 300 E. 85^th Housing Corp. Property is located on the southeast corner of Second Avenue and East 85^th Street in the Yorkville neighborhood of the Upper East Side in Manhattan, New York.

According to the appraisal, the 300 E. 85^th Housing Corp. Property is located within Manhattan’s District #8, which is bordered by East 96^th Street at the north, by East 59^th Street to the south, the East River to the east and Central Park along Fifth Avenue to the west. The district also encompasses the entirety of Roosevelt Island and Mill Rock. With a total land area of approximately 2.0 square miles, Manhattan Community District #8 comprises one of the most densely populated areas in the United States, with approximately 219,920 residents as of the 2010 United States census. The area has continued to grow with the replacement of older, low-rise apartment stock with high-rise residential structures.

In addition to Central Park, there are numerous smaller parks and playgrounds located throughout the district. East 86^th Street from Lexington to First Avenues is a major regional shopping area with national chain stores such as Best Buy, and H&M. Barnes & Noble consolidated a number of neighborhood stores into a location on East 86^th Street, east of Lexington Avenue. Bloomingdales is located at East 59^th/60^th Streets and Lexington/Third Avenues. The 300 E. 85^th Housing Corp. Property has access to the major employment centers in New York City with the IRT Lexington Avenue Line (4, 5 and 6 trains) portion of the New York City subway system serving as the major north/south mode of transport for commuters to the Grand Central district and to lower Manhattan.

The district also contains several public elementary and high schools, as well as private and parochial schools to meet the educational needs of its younger residents. Post-secondary degree-granting institutions in the district include Hunter College (CUNY), Cornell University Medical Campus, Marymount Manhattan College, Rockefeller University and the Sackler School of Medicine. There are also several well-known hospitals within the district, including Beth Israel Medical Center-North Division, Lenox Hill Hospital, and Manhattan, Eye, Ear and Throat and New York Hospital.

The area has a high concentration of high-end apartments and townhouses as well as headquarters of foreign embassies and consulates, and a variety of specialty shops including boutiques, gourmet shops, bakeries, cheese shops and delicatessens. In addition, there are antique shops and decorator showrooms, numerous cafes, pubs and restaurants of every ethnic type. Many museums and art galleries in the area are recognized on a national and international level including the Metropolitan Museum of Art, the Neue Galerie New York, and the Guggenheim Museum, all located less than approximately 0.8 miles away from the 300 E. 85^th Housing Corp. Property.

According to the appraisal, the 300 E. 85^th Housing Corp. Property is located in the Upper East Side submarket. According to a third-party market research report, the Upper East Side submarket reported a 3.1% vacancy rate as of the third quarter of 2017.

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BANK 2018-BNK11 300 E. 85^th Housing Corp.

Comparable rental properties to the 300 E. 85th Housing Corp. Property are shown in the table below:

Comparable Rental Properties(1)
Property	City/State	Distance	Year Built	# Units	Occupancy	Average SF per Unit	Average Rent per Unit	Average Rent PSF
The 300 E. 85th Housing Corp.	New York, NY	N/A	1985-1986	176	97.0%(2)	1,033	$4,604(3)	$4.46(3)
201 East 87th Street	New York, NY	0.3 mi	1978	419	99.5%	748	$4,032	$5.50
350 East 82nd Street	New York, NY	0.3 mi	1999	151	98.7%	593	$3,100	$5.23
171 East 84th Street	New York, NY	0.2 mi	1986	220	98.2%	977	$5,098	$5.20
305 East 86th Street	New York, NY	0.2 mi	1964	693	99.1%	1,083	$5,168	$4.74
340 East 80th Street	New York, NY	0.4 mi	1961	414	N/A	N/A	$4,500	N/A
175 East 96th Street	New York, NY	0.7 mi	1992	522	99.0%	N/A	$7,138	N/A
1591 Second Avenue	New York, NY	0.2 mi	1920	3	100.0%	N/A	$7,200	N/A
401 East 80th Street	New York, NY	0.4 mi	1980	311	98.4%	1,200	$6,050	$5.04

(1) Information obtained from the appraisal and third party reports.

(2) Occupancy reported as of January 8, 2018 reflects the vacancy assumption in the related appraisal for purposes of determining the appraised value of the 300 E. 85th Housing Corp. Property as a multifamily rental property (i.e., the Coop-Rental Value) as of the appraisal valuation date.

(3) The average rent for the 300 E. 85^thHousing Corp. Property is estimated market rents as determined by the appraisal.

Underwritten Net Cash Flow.The following table presents certain information relating to the Underwritten Net Cash Flow at the 300 E. 85^th Housing Corp. Property:

Cash Flow Analysis(1)
	UW	UW per Unit
Base Rent	$9,723,000	$55,244
Commercial Income	$259,410	$1,474
Other Income(2)	$90,000	$511
Less Vacancy & Credit Loss(3)	($405,491)	($2,304)
Effective Gross Income	$9,666,919	$54,926
Total Operating Expenses	$4,950,690	$28,129
Net Operating Income	$4,716,229	$26,797
Capital Expenditures	$71,600	$407
Net Cash Flow	$4,644,629	$26,390
Occupancy %	97.0%(3)
NOI DSCR(4)	5.98x
NCF DSCR(4)	5.89x
NOI Debt Yield(4)	30.8%
NCF Debt Yield(4)	30.4%

(1) Residential cooperatives are generally organized and operated as not-for-profit entities that set maintenance fees to cover current expenses and plan for future capital needs. The UW Net Operating Income and the UW Net Cash Flow for the 300 E. 85^th Housing Corp. Property is the projected net operating income and projected net cash flow reflected in the appraisal. UW Net Operating Income, in general, equals projected operating income at the 300 E. 85^th Housing Corp. Property assuming such property is operated as a rental property with rents and other income set at the prevailing market rates, reduced by underwritten property operating expenses, a market-rate vacancy assumption– in each case as determined by the appraiser. UW Net Cash Flow equals the projected net operating income less projected replacement reserves – as determined by the appraiser. However, the projected net cash flow used in such determinations may differ materially from the scheduled monthly maintenance payments from the tenant-shareholders upon which residential cooperatives depend.

(2) Other Income includes parking and laundry income.

(3) The vacancy reported reflects the vacancy assumption in the related appraisal for purposes of determining the appraised value of the 300 E. 85th Housing Corp. Property as a multifamily rental property.

(4) Debt service coverage ratios and debt yields are based on the 300 E. 85^th Housing Corp. Mortgage Loan only and exclude any subordinate debt that may be advanced under the 300 E. 85^th Housing Corp. Subordinate Loan or otherwise.

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A-3-113

BANK 2018-BNK11 Peninsula Ridge

Mortgage Loan No. 14 – Peninsula Ridge

Mortgage Loan Information					Property Information
Mortgage Loan Seller:		MSMCH			Single Asset/Portfolio:	Single Asset
Original Balance:		$13,000,000			Location:	Brownstown, MI 48134
Cut-off Date Balance:		$13,000,000			General Property Type:	Multifamily
% of Initial Pool Balance:		1.9%			Detailed Property Type:	Low-Rise
Loan Purpose:		Refinance			Title Vesting:	Fee
Sponsor:		David Conwill; Steven B. Kimmelman; Keith Ritz			Year Built/Renovated:	2017/N/A
					Size:	96 Units
Mortgage Rate:		4.6700%			Cut-off Date Balance per Unit:	$135,417
Note Date:		3/2/2018			Maturity Date Balance per Unit:	$119,226
First Payment Date:		5/1/2018			Property Manager:	Redwood Living, Inc. (borrower-related)
Maturity Date:		4/1/2028			Underwriting and Financial Information
Original Term to Maturity:		120 months			UW NOI:	$1,073,414
Original Amortization Term:		360 months			UW NOI Debt Yield:	8.3%
IO Period:		36 months			UW NOI Debt Yield at Maturity:	9.4%
Seasoning:		0 months			UW NCF DSCR:	1.70x (IO)                     1.30x (P&I)
Prepayment Provisions:		LO (24); DEF (91); O (5)			Most Recent NOI:	$648,292 (1/31/2018 TTM)
Lockbox/Cash Mgmt Status:		Springing/Springing			2ndMost Recent NOI(2):	$579,425 (12/31/2017)
Additional Debt Type:		N/A			3rdMost Recent NOI(2):	N/A
Additional Debt Balance:		N/A			Most Recent Occupancy:	99.0% (2/23/2018)
Future Debt Permitted (Type):		No (N/A)			2ndMost Recent Occupancy(2):	86.6% (12/31/2017)
Reserves					3rdMost Recent Occupancy(2):	N/A
Type	Initial		Monthly	Cap	Appraised Value (as of):	$17,750,000 (1/4/2018)
RE Tax:	$25,851		$12,925	N/A	Cut-off Date LTV Ratio:	73.2%
Insurance:	$0		Springing(1)	N/A	Maturity Date LTV Ratio:	64.5%
Recurring Replacements:	$0		$2,000	N/A

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount:	$13,000,000	100.0%	Loan Payoff:	$12,288,664	94.5%
			Closing Costs:	$489,610	3.8%
			Return of Equity:	$195,876	1.5%
			Reserves:	$25,851	0.2%
Total Sources:	$13,000,000	100.0%	Total Uses:	$13,000,000	100.0%

(1) Monthly deposits for insurance are springing upon the Peninsula Ridge Borrower (as defined below) failing to maintain an approved blanket policy or an event of default under the loan documents.

(2) Historical cash flow and occupancy figures are limited as the Peninsula Ridge Property (as defined below) was completed in June of 2017.

The Mortgage Loan. The fourteenth largest mortgage loan (the “Peninsula Ridge Mortgage Loan”) is evidenced by a promissory note in the original principal amount of $13,000,000 secured by a first priority fee mortgage encumbering a 96-unit, low-rise apartment complex, located in Brownstown, Michigan (the “Peninsula Ridge Property”). The proceeds of the Peninsula Ridge Mortgage Loan were used to refinance existing debt secured by the Peninsula Ridge Property, fund reserves, pay closing costs and return equity to the Peninsula Ridge Borrower.

The Borrower and Sponsors. The borrower is Peninsula Ridge One SPE LLC, a single purpose Delaware limited liability company, which does not have an independent director (the “Peninsula Ridge Borrower”). The Peninsula Ridge Borrower is indirectly 10% owned by preferred members and 90% owned by common members. The sponsors and nonrecourse carve-out guarantors are David Conwill, Steven B. Kimmelman and Keith Ritz. David Conwill, Steven B. Kimmelman and Keith Ritz are the managers of the Peninsula Ridge Borrower and are common members, each of which indirectly controls a 17% interest in the Peninsula Ridge Borrower. No preferred member owns more than 1.53% of the Peninsula Ridge Borrower.

Steve B. Kimmelman is the Chief Executive Officer and an owner of Redwood Living, Inc., which he founded in 1991. David Conwill is the President and co-owner of Redwood Living, Inc. Keith Ritz previously served as Vice President of Redwood Living, Inc. and was responsible for various aspects of development, including equity syndication; he has since retired from that position and is currently President of Perrysburg Development Company, which specializes in the development and construction management of multifamily apartments. Redwood Living, Inc. is a development and management company, with communities in Ohio, Michigan, Indiana, Iowa, North Carolina and South Carolina.

The Property.The Peninsula Ridge Property consists of 18 one-story apartment buildings totaling 96 units on 11.9 acres in Brownstown, Michigan. The Peninsula Ridge Property was developed in 2017 and was 99.0% occupied as of February 23, 2018. All of the units at the Peninsula Ridge Property include two bedrooms, two bathrooms and an attached private one or two car parking garage, with additional parking in each unit’s driveway. Each unit is equipped with stainless steel appliances including a refrigerator, dishwasher, disposal and double sink. Additional unit amenities include walk-in closets and out-door patios.

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BANK 2018-BNK11 Peninsula Ridge

The table below shows the apartment unit mix at the Peninsula Ridge Property:

Peninsula Ridge Unit Mix
Unit Type	Average SF per Unit	Units	Occupied Units	% Occupied	Total SF	Monthly Average Rent per Unit	Monthly Market Rent per Unit
2 BR, 2 BA	1,123	34	34	100.0%	38,182	$1,252	$1,249
2 BR, 2 BA	1,294	40	40	100.0%	51,760	$1,439	$1,440
2 BR, 2 BA	1,327	19	19	100.0%	25,213	$1,529	$1,540
2 BR, 2 BA	1,620	3	2	66.7%	4,860	$1,725	$1,799
Total/Wtd. Avg.	1,250	96	95	99.0%	120,015	$1,396	$1,403

Source: Borrower rent roll dated February 23, 2018 and appraisal

The Market.The Peninsula Ridge Property is located on Redwood Boulevard in Brownstown, Michigan approximately 18 miles southwest of Detroit. The Peninsula Ridge Property is located in the Downriver South submarket of the Detroit multifamily market. According to the appraisal, as of the third quarter of 2017, the Downriver South multifamily submarket had approximately 10,955 units with a 3.8% vacancy rate and average rental rate of $770 per unit. As of the third quarter of 2017, the Detroit multifamily market had approximately 212,996 units with a 4.3% vacancy rate and average rental rate of $918 per unit. The average rental rate per unit in both the Detroit market and Downriver South submarket has increased every quarter since the fourth quarter of 2014. The 2017 estimated population within a 1-, 3- and 5-mile radius was 8,650, 44,988 and 115,615, respectively. The 2017 estimated average household income within a 1-, 3- and 5-mile radius was $83,545, $80,483 and $72,301, respectively.

According to the appraisal, the immediate area surrounding the Peninsula Ridge Property is primarily made up of single-family residential properties, multi-family properties, retail properties, office and institutional uses (churches, schools, parkland). The top employers in the Detroit metropolitan statistical area include Ford (44,600 employees), Fiat Chrysler Automobiles (33,650 employees), General Motors (32,350 employees) and the University of Michigan (30,850 employees).

The sponsors have indicated that they plan to construct a 42 unit multifamily property adjacent to the Peninsula Ridge Property (“Peninsula Ridge - Phase II”). Construction of Peninsula Ridge - Phase II is anticipated to begin in April of 2018 and finish in 2019. The sponsors also own multiple comparable multifamily properties in close proximity to the Peninsula Ridge Property. SeeComparable Rental Properties table below.

Comparable rental properties to the Peninsula Ridge Property are shown in the table below:

Comparable Rental Properties
Property	City/State	Distance from Subject	Year Built	# Units	Occupancy	Unit Type	Average SF per Unit	Average Monthly Rent per Unit
Red Hawk Landing(1)	Brownstown, MI	3.9 Miles	2016	115	94.7%	2 BR, 2 BA  2 BR, 2 BA	1,294  1,327	$1,440  $1,540
Enclave at Brownstown(1)	Canton, MI	13.8 Miles	2015	93	97.8%	2 BR, 2 BA	1,294	$1,649
Enclave at Arbor Ridge Apartments	Ypsilanti, MI	21.4 Miles	2016	32	96.1%	2 BR, 2.5 BA  3 BR, 2.5 BA	1,200  1,450	$1,475  $1,721
Four Seasons(1)	Commerce, MI	32.9 Miles	2014	98	96.9%	2 BR, 2 BA	1,294	$1,649
Beechcrest Apartments Phase I(1)	Commerce, MI	31.5 Miles	2015	108	94.3%	2 BR, 2 BA 2 BR, 2 BA 2 BR, 2 BA 2 BR, 2 BA	1,294 1,327 1,343 1,427	$1,445 $1,495 $1,545 $1645
Stratford Place at Brownstown	Brownstown, MI	2.0 Miles	2004	180	98.3%	1 BR, 1 BA 2 BR, 2 BA 2 BR, 2 BA 2 BR, 2 BA 2 BR, 2 BA 3 BR, 2 BA 3 BR, 2 BA	775 1,042 1,047 1,115 1,137 1,182 1,280	$910 $1,055 $1,070 $1,075 $1,125 $1,350 $1,363

Source: Appraisal.

(1) Owned by a borrower affiliate.

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BANK 2018-BNK11 Peninsula Ridge

Operating History and Underwritten Net Cash Flow.The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Peninsula Ridge Property:

Cash Flow Analysis(1)
	2017	1/31/2018 TTM	UW	UW per Unit
Base Rent	$936,984	$1,025,196	$1,613,224	$16,804
Other Income(2)	$98,303	$91,590	$139,181	$1,450
Less Vacancy & Credit Loss	$0	$0	($103,341)	($1,076)
Effective Gross Income	$1,035,287	$1,116,786	$1,649,064	$17,178
Total Operating Expenses	$455,862	$468,495	$575,650	$5,996
Net Operating Income	$579,425	$648,292	$1,073,414	$11,181
Capital Expenditures	$0	$0	$24,000	$250
Net Cash Flow	$579,425	$648,292	$1,049,414	$10,931
Occupancy %	86.6%	99.0%(3)	95.0%(3)
NOI DSCR (IO)	0.94x	1.05x	1.74x
NOI DSCR (P&I)	0.72x	0.80x	1.33x
NCF DSCR (IO)	0.94x	1.05x	1.70x
NCF DSCR (P&I)	0.72x	0.80x	1.30x
NOI Debt Yield	4.5%	5.0%	8.3%
NCF Debt Yield	4.5%	5.0%	8.1%

(1) Historical cash flows are limited as the Peninsula Ridge Property was completed in June of 2017. The increase in UW Net Operating Income from 2017 and 1/31/2018 TTM Net Operating Income can be attributed to recent lease signings.

(2) Other Income consists of property maintenance, reimbursements and miscellaneous fees.

(3) The Peninsula Ridge Property was underwritten to an occupancy of 95.0%. 1/31/2018 TTM Occupancy represents occupancy as of February 23, 2018.

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A-3-117

BANK 2018-BNK11 Warm Springs Promenade

Mortgage Loan No. 15 – Warm Springs Promenade

Mortgage Loan Information					Property Information
Mortgage Loan Seller:		MSMCH			Single Asset/Portfolio:	Single Asset
Original Balance:		$13,000,000			Location:	Henderson, NV 89014
Cut-off Date Balance:		$12,985,776			General Property Type:	Retail
% of Initial Pool Balance:		1.9%			Detailed Property Type:	Anchored
Loan Purpose:		Refinance			Title Vesting:	Fee
Sponsor:		3D Investments			Year Built/Renovated:	2003/N/A
Mortgage Rate:		4.8750%			Size:	176,081 SF
Note Date:		2/9/2018			Cut-off Date Balance per SF(1):	$74
First Payment Date:		4/1/2018			Maturity Date Balance per SF(1):	$61
Maturity Date:		3/1/2028			Property Manager:	North American Commercial (borrower-related)
Original Term to Maturity:		120 months
Original Amortization Term:		360 months
IO Period:		0 months			Underwriting and Financial Information
Seasoning:		1 month			UW NOI:	$1,557,454
Prepayment Provisions:		LO (25); DEF (90); O (5)			UW NOI Debt Yield:	12.0%
Lockbox/Cash Mgmt Status:		Springing/Springing			UW NOI Debt Yield at Maturity:	14.6%
Additional Debt Type:		N/A			UW NCF DSCR:	1.67x
Additional Debt Balance:		N/A			Most Recent NOI:	$1,710,319 (12/31/2017)
Future Debt Permitted (Type):		No (N/A)			2nd Most Recent NOI:	$1,293,946 (12/31/2016)
Reserves					3rd Most Recent NOI:	$1,117,611 (12/31/2015)
Type	Initial		Monthly	Cap	Most Recent Occupancy:	91.3% (1/1/2018)
RE Tax:	$21,374		$10,681	N/A	2nd Most Recent Occupancy(3):	NAV
Insurance:	$0		Springing(1)	N/A	3rd Most Recent Occupancy(3):	NAV
Recurring Replacements:	$0		$2,184	N/A	Appraised Value (as of):	$20,300,000 (12/15/2017)
TILC:	$275,000		$9,538	$400,000	Cut-off Date LTV Ratio:	64.0%
Other(2):	$170,373		$10,000	$300,000	Maturity Date LTV Ratio:	52.6%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount:	$13,000,000	100.0%	Loan Payoff:	$11,974,907	92.1%
			Reserves:	$466,747	3.6%
			Return of Equity:	$410,313	3.2%
			Closing Costs:	$148,033	1.1%
Total Sources:	$13,000,000	100.0%	Total Uses:	$13,000,000	100.0%

(1) Monthly deposits for insurance are springing upon the Warm Springs Promenade Borrower (as defined below) failing to maintain an approved blanket policy.

(2) Other reserves represent the Flip N’ Tag reserve ($20,373) and a Big Lots reserve ($150,000 upfront deposit, plus monthly deposits of $10,000, subject to $300,000 cap). The Flip N’ Tag reserve is required to be disbursed to the Warm Springs Promenade Borrower following the expiration of a free rent period in May 2018. The Big Lots reserve is required to be disbursed in full to the borrower upon any one of the following: (1) an estoppel that confirms co-tenancy currently tied to Sears and Levitz (which previously occupied the Flip N’ Tag space) is instead tied to both Sears (or a nationally recognized replacement tenant) and Flip N’ Tag (or any nationally recognized tenant occupying the former Levitz space), (2) a renewal of the Big Lots lease, Sears space has been relet to a nationally recognized tenant satisfying co-tenancy provisions, and tenant provides estoppel stating co-tenancy provisions with respect to Sears have been satisfied by the nationally recognized tenant, (3) an amendment to the Big Lots lease removing co-tenancy requirements tied to Sears, and (4) the Big Lots space has been relet to a replacement tenant on terms reasonably approved by the lender, with no co-tenancy requirements tied to Sears. In addition, if Big Lots vacates, the Warm Springs Promenade Borrower may be reimbursed for TI/LC costs for a replacement lease approved by the lender with no co-tenancy tied to Sears prior to full disbursement from the reserve.

(3) The Warm Springs Promenade Property (as defined below) was purchased in November 2016 and historical occupancy rates were not provided.

The Mortgage Loan.The fifteenth largest mortgage loan (the “Warm Springs Promenade Mortgage Loan”) is evidenced by a promissory note in the original principal amount of $13,000,000, and secured by a first priority fee mortgage encumbering a multi-tenant anchored retail property located in Henderson, Nevada (the “Warm Springs Promenade Property”). Proceeds of the Warm Springs Promenade Mortgage Loan were primarily used to refinance the previous loan secured by the Warm Springs Promenade Property, pay closing costs, fund upfront reserves and return equity to the Warm Springs Promenade Borrower.

The Borrower and the Sponsor. The borrower is Exeter 16290 NV LLC (the “Warm Springs Promenade Borrower”), a single-purpose, newly formed Nevada limited liability company, which does not have an independent director. The Warm Springs Promenade Borrower is 100.0% owned by View Equity, L.P., which is owned by George Daneshgar (33.0%), Joseph Daneshgar (33.0%) and Nader Daneshgar (33.0%) as trustees of their respective revocable trusts, and by its general partner, View Equity, LLC (1.0%), of which George Daneshgar is the manager. The borrower sponsor is 3D Investments and the non-recourse carve-out guarantor is George Daneshgar.

3D Investments is a privately held real estate partnership based in California and focused on investment, management, and development of commercial and residential properties. Founded in 1976, 3D Investments has acquired, sold, and/or managed over 105 properties. Since the formation of 3D Investments, George Daneshgar has been directly involved in and responsible for the financing and construction of numerous commercial and residential developments.

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BANK 2018-BNK11 Warm Springs Promenade

The Property.The Warm Springs Promenade Property is a 176,081 SF Class B anchored retail shopping center located in Henderson, Nevada approximately 12 miles southeast of the Las Vegas central business district. The Warm Springs Promenade Property is situated on an approximately 23.2-acre site and features 1,187 parking spaces (6.7 spaces per 1,000 SF). The Warm Springs Promenade Property features 7 total points of ingress and egress along Marks street and Warm Springs Street.

The Warm Springs Promenade Property includes five one-story buildings built in 2003 and is anchored by Flip N’ Tag, Big Lots and TVI, Inc. dba Savers (“Savers”) and shadow anchored by a 121,870 SF Sears store (which occupies its non-collateral space under a lease that expires in 2021). As of January 1, 2018, the Warm Springs Promenade Property was 91.3% leased. The anchor tenants comprise 54.4% of the NRA and account for 47.8% of underwritten rent. Other than the anchor tenants, no tenant represents more than 6.8% of NRA or accounts for more than 6.9% of underwritten rent.

Major Tenant.

Flip N’ Tag (40,745 SF, 23.1% of NRA, 15.1% ofunderwritten rent). The Flip N’ Tag lease at the Warm Springs Promenade Property commenced on May 27, 2016, expires November 30, 2026, and has two, five year renewal options. Flip N’ Tag is a locally owned indoor trampoline park with two locations in Las Vegas. In addition to trampolines, the subject location offers a zip line, rock climbing wall, laser tag, mechanical bull, arcade, and climbing jungle gym area.

Big Lots (30,000 SF, 17.0% of NRA, 17.8% ofunderwritten rent). The Big Lots lease at the Warm Springs Promenade Property commenced on February 27, 2006, expires January 31, 2021, and has three, five year renewal options remaining. Founded in 1967, Big Lots offers an assortment of items and products, including food, furniture, seasonal items, electronics and accessories, home décor, toys, and gifts. Big Lots employs over 35,000 associates across the United States and operates approximately 1,400 stores in 47 states.

Savers (25,000 SF, 14.2% of NRA, 14.9% ofunderwritten rent). The Savers lease at the Warm Springs Promenade Property commenced on February 10, 2006, expires December 31, 2021, and has three, five year renewal options. Savers is a for-profit thrift store chain which purchases, resells and recycles goods. The Savers chain purchases donated goods from more than 120 nonprofit organizations.

The following table presents a summary regarding the largest tenants at the Warm Springs Promenade Property (of which certain tenants may have co-tenancy provisions):

Tenant Summary(1)
Tenant Name	Credit Rating (Fitch/Moody’s/ S&P)(2)	Tenant SF	Approx% of SF	Annual UW Rent	Annual UW Rent PSF(3)		Most Recent Sales(4)
						App. % of Total Annual UW Rent	$	PSF	Occ. Cost %(5)	Lease Expiration
Flip N' Tag	NR/NR/NR	40,745	23.1%	$251,264	$6.17	15.1%	$1,780,959	$44	14.1%	11/30/2026
Big Lots	NR/NR/BBB	30,000	17.0%	$297,000	$9.90	17.8%	NAV	NAV	NAV	1/31/2021
Savers	NR/NR/NR	25,000	14.2%	$247,500	$9.90	14.9%	NAV	NAV	NAV	12/31/2021
At Home Furniture	NR/NR/NR	12,000	6.8%	$72,000	$6.00	4.3%	NAV	NAV	NAV	12/31/2018
Lakeshore Learning Center	NR/NR/NR	8,640	4.9%	$114,048	$13.20	6.9%	$1,543,269	$179	7.4%	4/30/2021
Subtotal/Wtd. Avg.		116,385	66.1%	$981,812	$8.44	59.0%
Other Tenants		44,338	25.2%	$682,267	$15.39	41.0%
Vacant Space		15,358	8.7%	$0	$0.00	0.0%
Total/Wtd. Avg.		176,081	100.0%	$1,664,079	$10.35	100.0%

(1) Information is based on the underwritten rent roll as of January 1, 2018.

(2) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(3) Total/Wtd. Avg. Annual UW Rent PSF excludes vacant space.

(4) Most Recent Sales determined as of January 1, 2018.

(5) Occ. Cost % is based on the underwritten rent as of the January 1, 2018 underwritten rent roll divided by most recently reported sales.

A-3-119

BANK 2018-BNK11 Warm Springs Promenade

The following table presents certain information with respect to the lease rollover at the Warm Springs Promenade Property:

Lease Rollover Schedule(1)(2)
Year	# of Leases Rolling	SF Rolling	% of Total SF Rolling	Cumulative % of SF Rolling	Annual UW Rent PSF Rolling(3)	Annual UW Rent Rolling	Annual UW Rent Rolling	Cumulative % of Annual UW Rent Rolling
MTM	1	3,000	1.7%	1.7%	$4.80	$14,400	0.9%	0.9%
2018	3	18,878	10.7%	12.4%	$8.32	$157,059	9.4%	10.3%
2019	4	12,421	7.1%	19.5%	$14.08	$174,944	10.5%	20.8%
2020	3	11,520	6.5%	26.0%	$12.70	$146,263	8.8%	29.6%
2021	4	65,040	36.9%	63.0%	$10.52	$684,377	41.1%	70.7%
2022	2	3,819	2.2%	65.1%	$17.44	$66,596	4.0%	74.7%
2023	1	5,300	3.0%	68.1%	$31.92	$169,176	10.2%	84.9%
2024	0	0	0.0%	68.1%	$0.00	$0	0.0%	84.9%
2025	0	0	0.0%	68.1%	$0.00	$0	0.0%	84.9%
2026	1	40,745	23.1%	91.3%	$6.17	$251,264	15.1%	100.0%
2027	0	0	0.0%	91.3%	$0.00	$0	0.0%	100.0%
2028	0	0	0.0%	91.3%	$0.00	$0	0.0%	100.0%
2029 & Beyond	0	0	0.0%	91.3%	$0.00	$0	0.0%	100.0%
Vacant	0	15,358	8.7%	100.0%	$0.00	0	0.0%	100.0%
Total/Wtd. Avg.(3)	19	176,081	100.0%		$10.35	$1,664,079	100.0%

(1) Information is based on the underwritten rent roll as of January 1, 2018.

(2) Certain tenants may have lease termination options that are exercisable prior to the stated expiration date of the subject lease or leases which are not considered in the lease rollover schedule.

(3) Total/Wtd. Avg. Annual UW Rent PSF excludes vacant space.

The Market. The Warm Springs Promenade Property is located in the Southeast submarket of the Las Vegas retail market. According to the appraisal, as of the third quarter of 2017, the Southeast submarket had approximately 14.8 million SF of retail space, an 8.7% vacancy rate and asking rent of $18.48 PSF.According to the appraisal, as of the third quarter of 2017, the Las Vegas retail market had approximately 64.4 million SF of retail space, a 9.2% vacancy rate and asking rent of $18.00 PSF. The estimated 2017 population within a one-, three- and five-mile radius of the Warm Springs Prom enade Property is 14,454, 123,779 and 291,778, respectively. The estimated median household income within a one-, three- and five-mile radius of the Warm Springs Promenade Property is $54,677, $53,067 and $53,916, respectively.

The following table reflects the competitive retail properties with respect to the Warm Springs Promenade Property:

	Competitive Property Summary
Property Name		Address	Year Built		Occ.	GLA	Distance from Subject	Base Rent PSF(1)	Reimbursements
Stephanie Street Power Center		501-579 Stephanie Street Henderson, NV		1996	100%	378,972	0.5 Miles	$15.00	NNN
Sunmark Plaza		611-941 Marks Street Henderson, NV		2001	91%	278,498	0.7 Miles	$16.00	NNN
Eastgate Power Center		520 Marks Street Henderson, NV		2002	92%	311,589	0.4 Miles	$30.00	NNN
Galleria Commons		570 North Stephanie Street Henderson, NV		1997	100%	278,411	0.5 Miles	$27.00	NNN
Sunset Stephanie Retail		1321 West Sunset Road Henderson, NV		2003	100%	16,411	0.6 Miles	$36.00	NNN
Whitney Ranch Center		609 North Stephanie Street Henderson, NV		1992	93%	228,841	0.9 Miles	$27.00	NNN

Source: Appraisal

(1) Represents asking rent.

A-3-120

BANK 2018-BNK11 Warm Springs Promenade

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Warm Springs Promenade Property:

Cash Flow Analysis
	2015	2016	2017	UW	UW PSF
Gross Potential Rent(1)	$1,268,945	$1,419,385	$1,743,844	$1,909,807	$10.85
Total Recoveries	$240,805	$217,998	$387,446	$513,293	$2.92
Other Income	$30,287	$3,762	$4,475	$0	$0.00
Less Vacancy & Credit Loss	($15,400)	$0	$0	($311,299)	($1.77)
Effective Gross Income	$1,524,637	$1,641,145	$2,135,765	$2,111,801	$11.99
Total Expenses	$407,026	$347,199	$425,445	$554,347	$3.15
Net Operating Income	$1,117,611	$1,293,946	$1,710,319	$1,557,454	$8.85
Capital Expenditures	$0	$0	$0	$25,617	$0.15
TI/LC	$0	$0	$0	$153,863	$0.87
Net Cash Flow	$1,117,611	$1,293,946	$1,710,319	$1,377,973	$7.83
Occupancy %(3)	NAV	NAV	91.3%(2)	83.7%(2)
NOI DSCR	1.35x	1.57x	2.07x	1.89x
NCF DSCR	1.35x	1.57x	2.07x	1.67x
NOI Debt Yield	8.6%	10.0%	13.2%	12.0%
NCF Debt Yield	8.6%	10.0%	13.2%	10.6%

(1) Gross Potential Rent is based on the underwritten rent roll dated January 1, 2018 and includes rent steps through February 1, 2019 totaling $17,344. UW Gross Potental Rent also includes grossed up rent for vacant space of $245,728.

(2) UW Occupancy % represents economic occupancy. Physical occupancy as of January 1, 2018 was 91.3% and includes the MTM tenant, Best Floors, Ltd (1.7% of NRA).

(3) The property was purchased in November 2016 and historical occupancy rates were not provided.

A-3-121

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AnnexA-4

TWELVE OAKS MALL MORTGAGE LOAN AMORTIZATION SCHEDULE

Due Date	Mortgage Loan Ending Principal Balance ($)
3/6/2018	66,666,666
4/6/2018	66,593,280
5/6/2018	66,510,619
6/6/2018	66,436,581
7/6/2018	66,353,286
8/6/2018	66,278,592
9/6/2018	66,203,586
10/6/2018	66,119,350
11/6/2018	66,043,679
12/6/2018	65,958,796
1/6/2019	65,882,455
2/6/2019	65,805,795
3/6/2019	65,702,223
4/6/2019	65,624,811
5/6/2019	65,538,235
6/6/2019	65,460,138
7/6/2019	65,372,897
8/6/2019	65,294,110
9/6/2019	65,214,993
10/6/2019	65,126,762
11/6/2019	65,046,946
12/6/2019	64,958,036
1/6/2020	64,877,516
2/6/2020	64,796,660
3/6/2020	64,698,010
4/6/2020	64,616,404
5/6/2020	64,525,754
6/6/2020	64,443,429
7/6/2020	64,352,080
8/6/2020	64,269,030
9/6/2020	64,185,633
10/6/2020	64,093,242
11/6/2020	64,009,111
12/6/2020	63,916,007
1/6/2021	63,831,136
2/6/2021	63,745,911
3/6/2021	63,634,571
4/6/2021	63,548,525
5/6/2021	63,453,559
6/6/2021	63,366,757
7/6/2021	63,271,058
8/6/2021	63,183,494
9/6/2021	63,095,564
10/6/2021	62,998,768
11/6/2021	62,910,067
12/6/2021	62,812,522
1/6/2022	62,723,044
2/6/2022	62,633,191
3/6/2022	62,517,655
4/6/2022	62,426,945
5/6/2022	62,327,448
6/6/2022	62,235,943
7/6/2022	62,135,674
8/6/2022	62,043,369
9/6/2022	61,950,679
10/6/2022	61,849,257
11/6/2022	61,755,757
12/6/2022	61,653,547
1/6/2023	61,559,229
2/6/2023	61,464,517
3/6/2023	61,344,573

Due Date	Mortgage Loan Ending Principal Balance ($)
4/6/2023	61,248,965
5/6/2023	61,144,708
6/6/2023	61,048,265
7/6/2023	60,943,197
8/6/2023	60,845,912
9/6/2023	60,748,222
10/6/2023	60,641,941
11/6/2023	60,543,399
12/6/2023	60,436,291
1/6/2024	60,336,890
2/6/2024	60,237,075
3/6/2024	60,120,615
4/6/2024	60,019,896
5/6/2024	59,910,672
6/6/2024	59,809,077
7/6/2024	59,699,001
8/6/2024	59,596,522
9/6/2024	59,493,615
10/6/2024	59,382,264
11/6/2024	59,278,462
12/6/2024	59,166,243
1/6/2025	59,061,539
2/6/2025	58,956,398
3/6/2025	58,826,994
4/6/2025	58,720,874
5/6/2025	58,606,401
6/6/2025	58,499,360
7/6/2025	58,383,992
8/6/2025	58,276,021
9/6/2025	58,167,600
10/6/2025	58,050,892
11/6/2025	57,941,531
12/6/2025	57,823,909
1/6/2026	57,713,600
2/6/2026	57,602,831
3/6/2026	57,468,322
4/6/2026	57,356,529
5/6/2026	57,236,543
6/6/2026	57,123,781
7/6/2026	57,002,855
8/6/2026	56,889,118
9/6/2026	56,774,906
10/6/2026	56,652,570
11/6/2026	56,537,370
12/6/2026	56,414,074
1/6/2027	56,297,878
2/6/2027	56,181,197
3/6/2027	56,041,328
4/6/2027	55,923,575
5/6/2027	55,797,799
6/6/2027	55,679,030
7/6/2027	55,552,266
8/6/2027	55,432,472
9/6/2027	55,312,177
10/6/2027	55,183,931
11/6/2027	55,062,598
12/6/2027	54,933,343
1/6/2028	54,810,965
2/6/2028	54,688,075
3/6/2028	0

A-4-1

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Annex B

FORM OF DISTRIBUTION DATE STATEMENT

B-1

[THIS PAGE INTENTIONALLY LEFT BLANK]

	BANK 2018-BNK11 Commercial Mortgage Pass-Through Certificates Series 2018-BNK11	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	5/17/18
Corporate Trust Services		Record Date:	4/30/18
8480 Stagecoach Circle		Determination Date:	5/11/18
Frederick, MD 21701-4747

DISTRIBUTION DATE STATEMENT
Table of Contents
STATEMENT SECTIONS	PAGE(s)
Certificate Distribution Detail	2
Certificate Factor Detail	3
Reconciliation Detail	4
Other Required Information	5
Cash Reconciliation Detail	6
Current Mortgage Loan and Property Stratification Tables	7 - 9
Mortgage Loan Detail	10
NOI Detail	11
Principal Prepayment Detail	12
Historical Detail	13
Delinquency Loan Detail	14
Specially Serviced Loan Detail	15 - 16
Advance Summary	17
Modified Loan Detail	18
Historical Liquidated Loan Detail	19
Historical Bond / Collateral Loss Reconciliation	20
Interest Shortfall Reconciliation Detail	21 - 22
Supplemental Reporting	23

	Depositor	Master Servicer	Master & Special Servicer	Special Servicer	Operating Advisor / Asset Representations Reviewer
	Morgan Stanley Capital I Inc. 1585 Broadway New York, NY 10036 Contact: General Information Number  Phone Number:  (212) 761-4000	Wells Fargo Bank, National Association  Three Wells Fargo, MAC D1050-084 401 S. Tryon Street, 8th Floor Charlotte, NC 28202 Contact: REAM_InvestorRelations@wellsfargo.com	National Cooperative Bank, N.A. 2011 Crystal Drive Suite 800 Arlington, VA 22202 Contact:   Kathleen Luzik Phone Number:  (703) 302-1902	Midland Loan Services 10851 Mastin Street Building 82, Suite 300 Overland Park, KS 66210 Contact: Heather Wagner Phone Number: (913) 253-9570	Park Bridge Lender Services LLC  600 Third Avenue 40th Floor New York, NY 10016 Contact: David Rodgers Phone Number: (212) 230-9025
This report is compiled by Wells Fargo Bank, N.A. from information provided by third parties. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of the information.
Please visitwww.ctslink.com for additional information and if applicable, any special notices and any credit risk retention notices. In addition, certificateholders may register online for email notification when special notices are posted. For information or assistance please call 866-846-4526.

Page 1 of 23 

	BANK 2018-BNK11 Commercial Mortgage Pass-Through Certificates Series 2018-BNK11	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	5/17/18
Corporate Trust Services		Record Date:	4/30/18
8480 Stagecoach Circle		Determination Date:	5/11/18
Frederick, MD 21701-4747

Certificate Distribution Detail
Class	CUSIP	Pass-Through Rate	Original Balance	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Premium	Realized Loss/ Additional Trust Fund Expenses	Total Distribution	Ending Balance	Current  Subordination Level (1)
A-1		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-2		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-SB		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-3		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-4		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-S		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
B		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
C		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
D		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
E		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
F		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
G		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
V		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
R		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
RR Interest		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Totals			0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Class	CUSIP	Pass-Through Rate	Original Notional Amount	Beginning Notional Amount	Interest Distribution	Prepayment Premium	Total Distribution	Ending Notional Amount
X-A		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
X-B		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
X-D		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
X-E		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and dividing the result by (A).

Page 2 of 23 

	BANK 2018-BNK11 Commercial Mortgage Pass-Through Certificates Series 2018-BNK11	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	5/17/18
Corporate Trust Services		Record Date:	4/30/18
8480 Stagecoach Circle		Determination Date:	5/11/18
Frederick, MD 21701-4747

Certificate Factor Detail
	Class	CUSIP	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Premium	Realized Loss/ Additional Trust Fund Expenses	Ending Balance
	A-1		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-2		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-SB		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-3		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-4		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-S		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	B		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	C		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	D		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	E		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	F		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	G		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	V		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	R		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	RR Interest		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	Class	CUSIP	Beginning Notional Amount	Interest Distribution	Prepayment Premium	Ending Notional Amount
	X-A		0.00000000	0.00000000	0.00000000	0.00000000
	X-B		0.00000000	0.00000000	0.00000000	0.00000000
	X-D		0.00000000	0.00000000	0.00000000	0.00000000
	X-E		0.00000000	0.00000000	0.00000000	0.00000000

Page 3 of 23 

	BANK 2018-BNK11 Commercial Mortgage Pass-Through Certificates Series 2018-BNK11	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	5/17/18
Corporate Trust Services		Record Date:	4/30/18
8480 Stagecoach Circle		Determination Date:	5/11/18
Frederick, MD 21701-4747

Reconciliation Detail
Principal Reconciliation
	Stated Beginning Principal Balance	Unpaid Beginning Principal Balance	Scheduled Principal	Unscheduled Principal	Principal Adjustments	Realized Loss	Stated Ending Principal Balance	Unpaid Ending Principal Balance	Current Principal Distribution Amount
Total	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

Certificate Interest Reconciliation
Class	Accrual Dates	Accrual Days	Accrued Certificate Interest	Net Aggregate Prepayment Interest Shortfall	Distributable Certificate Interest	Distributable Certificate Interest Adjustment	WAC CAP Shortfall	Interest Shortfall/(Excess)	Interest Distribution	Remaining Unpaid Distributable Certificate Interest
A-1	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-2	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-SB	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-3	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-4	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-A	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-B	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-D	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-E	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-S	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
B	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
C	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
D	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
E	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
F	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
G	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
RR Interest	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Totals		0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

Page 4 of 23 

	BANK 2018-BNK11 Commercial Mortgage Pass-Through Certificates Series 2018-BNK11	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	5/17/18
Corporate Trust Services		Record Date:	4/30/18
8480 Stagecoach Circle		Determination Date:	5/11/18
Frederick, MD 21701-4747

Other Required Information
Available Distribution Amount (1)	0.00
		Appraisal Reduction Amount
		Loan Number	Appraisal	Cumulative	Most Recent
			Reduction	ASER	App. Reduction
			Effected	Amount	Date
		Total
(1) The Available Distribution Amount includes any Prepayment Fees.

Page 5 of 23 

	BANK 2018-BNK11 Commercial Mortgage Pass-Through Certificates Series 2018-BNK11	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	5/17/18
Corporate Trust Services		Record Date:	4/30/18
8480 Stagecoach Circle		Determination Date:	5/11/18
Frederick, MD 21701-4747

Cash Reconciliation Detail
Total Funds Collected			Total Funds Distributed
Interest:			Fees:
Scheduled Interest	0.00		Master Servicing Fee - Wells Fargo Bank, N.A. and	0.00
Interest reductions due to Nonrecoverability Determinations	0.00		National Cooperative Bank, N.A.
Interest Adjustments	0.00		Trustee Fee - Wilmington Trust, N.A.	0.00
Deferred Interest	0.00		Certificate Administrator Fee - Wells Fargo Bank, N.A.	0.00
ARD Interest	0.00		CREFC® Intellectual Property Royalty License Fee	0.00
Default Interest and Late Payment Charges	0.00		Operating Advisor Fee - Park Bridge Lender Services LLC	0.00
Net Prepayment Interest Shortfall	0.00		Asset Representations Reviewer Fee - Park Bridge Lender	0.00
Net Prepayment Interest Excess	0.00		Services LLC
Extension Interest	0.00		Total Fees		0.00
Interest Reserve Withdrawal	0.00
Total Interest Collected		0.00	Additional Trust Fund Expenses:
			Reimbursement for Interest on Advances	0.00
Principal:			ASER Amount	0.00
Scheduled Principal	0.00		Special Servicing Fee	0.00
Unscheduled Principal	0.00		Attorney Fees & Expenses	0.00
Principal Prepayments	0.00		Bankruptcy Expense	0.00
Collection of Principal after Maturity Date	0.00		Taxes Imposed on Trust Fund	0.00
Recoveries from Liquidation and Insurance Proceeds	0.00		Non-Recoverable Advances	0.00
Excess of Prior Principal Amounts paid	0.00		Workout-Delayed Reimbursement Amounts	0.00
Curtailments	0.00		Other Expenses	0.00
Negative Amortization	0.00		Total Additional Trust Fund Expenses		0.00
Principal Adjustments	0.00
Total Principal Collected		0.00	Interest Reserve Deposit		0.00
			Payments to Certificateholders & Others:
Other:			Interest Distribution	0.00
Prepayment Penalties/Yield Maintenance Charges	0.00		Principal Distribution	0.00
Repayment Fees	0.00		Prepayment Penalties/Yield Maintenance Charges	0.00
Borrower Option Extension Fees	0.00		Borrower Option Extension Fees	0.00
Excess Liquidation Proceeds	0.00		Net Swap Counterparty Payments Received	0.00
Net Swap Counterparty Payments Received	0.00		Total Payments to Certificateholders & Others		0.00
Total Other Collected		0.00	Total Funds Distributed		0.00
Total Funds Collected		0.00

Page 6 of 23 

	BANK 2018-BNK11 Commercial Mortgage Pass-Through Certificates Series 2018-BNK11	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	5/17/18
Corporate Trust Services		Record Date:	4/30/18
8480 Stagecoach Circle		Determination Date:	5/11/18
Frederick, MD 21701-4747

Current Mortgage Loan and Property Stratification Tables Aggregate Pool

Scheduled Balance

State (3)

Scheduled Balance

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

State

# of Props.

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

Totals

Totals

See footnotes on last page of this section.

Page 7 of 23 

	BANK 2018-BNK11 Commercial Mortgage Pass-Through Certificates Series 2018-BNK11	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	5/17/18
Corporate Trust Services		Record Date:	4/30/18
8480 Stagecoach Circle		Determination Date:	5/11/18
Frederick, MD 21701-4747

Current Mortgage Loan and Property Stratification Tables Aggregate Pool

Debt Service Coverage Ratio

Property Type (3)

Debt Service Coverage Ratio

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

Property Type

# of Props.

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

Totals

Totals

Note Rate

Seasoning

Note Rate

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

Seasoning

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

Totals

Totals

See footnotes on last page of this section.

Page 8 of 23 

	BANK 2018-BNK11 Commercial Mortgage Pass-Through Certificates Series 2018-BNK11	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	5/17/18
Corporate Trust Services		Record Date:	4/30/18
8480 Stagecoach Circle		Determination Date:	5/11/18
Frederick, MD 21701-4747

Current Mortgage Loan and Property Stratification Tables Aggregate Pool

Anticipated Remaining Term (ARD and Balloon Loans)

Remaining Stated Term (Fully Amortizing Loans)

Anticipated Remaining Term (2)

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

Remaining Stated Term

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

Totals

Totals

Remaining Amortization Term (ARD and Balloon Loans)

Age of Most Recent NOI

Remaining Amortization Term

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

Age of Most Recent NOI

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

Totals

Totals

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases the most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the borrower for this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the Maturity Date.

(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-Off Date balance of each property as disclosed in the offering document.

The Scheduled Balance Totals reflect the aggregate balances of all pooled loans as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled Balance Total figure for the “State” and “Property” stratification tables is not equal to the sum of the scheduled balance figures for each state or property, the difference is explained by loans that have been modified into a split loan structure. The “State” and “Property” stratification tables do not include the balance of the subordinate note (sometimes called the B-piece or a “hope note”) of a loan that has been modified into a split-loan structure. Rather, the scheduled balance for each state or property only reflects the balance of the senior note (sometimes called the A-piece) of a loan that has been modified into a split-loan structure.

Note: There are no Hyper-Amortization Loans included in the Mortgage Pool.

Page 9 of 23 

	BANK 2018-BNK11 Commercial Mortgage Pass-Through Certificates Series 2018-BNK11	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	5/17/18
Corporate Trust Services		Record Date:	4/30/18
8480 Stagecoach Circle		Determination Date:	5/11/18
Frederick, MD 21701-4747

Mortgage Loan Detail

Loan Number

ODCR

Property Type (1)

City

State

Interest Payment

Principal Payment

Gross Coupon

Anticipated Repayment Date

Maturity Date

Neg. Amort (Y/N)

Beginning Scheduled Balance

Ending Scheduled Balance

Paid Thru Date

Appraisal Reduction Date

Appraisal Reduction Amount

Res. Strat. (2)

Mod. Code (3)

Totals

(1) Property Type Code							(2) Resolution Strategy Code									(3) Modification Code
	MF	-	Multi-Family	SS	-	Self Storage	1	-	Modification	7	-	REO	11	-	Full Payoff	1	-	Maturity Date Extension	6	-	Capitalization on Interest
	RT	-	Retail	98	-	Other	2	-	Foreclosure	8	-	Resolved	12	-	Reps and Warranties	2	-	Amortization Change	7	-	Capitalization on Taxes
	HC	-	Health Care	SE	-	Securities	3	-	Bankruptcy	9	-	Pending Return	13	-	TBD	3	-	Principal Write-Off	8	-	Other
	IN	-	Industrial	CH	-	Cooperative Housing	4	-	Extension			to Master Servicer	98	-	Other	4	-	Blank	9	-	Combination
	MH	-	Mobile Home Park	WH	-	Warehouse	5	-	Note Sale	10	-	Deed in Lieu Of				5	-	Temporary Rate Reduction	10	-	Forbearance
	OF	-	Office	ZZ	-	Missing Information	6	-	DPO			Foreclosure
	MU	-	Mixed Use	SF	-	Single Family
	LO	-	Lodging

Page 10 of 23 

	BANK 2018-BNK11 Commercial Mortgage Pass-Through Certificates Series 2018-BNK11	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	5/17/18
Corporate Trust Services		Record Date:	4/30/18
8480 Stagecoach Circle		Determination Date:	5/11/18
Frederick, MD 21701-4747

	NOI Detail
	Loan Number	ODCR	Property Type	City	State	Ending Scheduled Balance	Most Recent Fiscal NOI (1)	Most Recent NOI (1)	Most Recent NOI Start Date	Most Recent NOI End Date
	Total
(1) The Most Recent Fiscal NOI and Most Recent NOI fields correspond to the financial data reported by the Master Servicer. An NOI of 0.00 means the Master Servicer did not report NOI figures in their loan level reporting.

Page 11 of 23 

	BANK 2018-BNK11 Commercial Mortgage Pass-Through Certificates Series 2018-BNK11	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	5/17/18
Corporate Trust Services		Record Date:	4/30/18
8480 Stagecoach Circle		Determination Date:	5/11/18
Frederick, MD 21701-4747

Principal Prepayment Detail
Loan Number	Loan Group	Offering Document	Principal Prepayment Amount		Prepayment Penalties
		Cross-Reference	Payoff Amount	Curtailment Amount	Prepayment Premium	Yield Maintenance Charge
Totals

Page 12 of 23 

	BANK 2018-BNK11 Commercial Mortgage Pass-Through Certificates Series 2018-BNK11	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	5/17/18
Corporate Trust Services		Record Date:	4/30/18
8480 Stagecoach Circle		Determination Date:	5/11/18
Frederick, MD 21701-4747

Historical Detail

Delinquencies

Prepayments

Rate and Maturities

Distribution

30-59 Days

60-89 Days

90 Days or More

Foreclosure

REO

Modifications

Curtailments

Payoff

Next Weighted Avg.

WAM

Date

#

Balance

#

Balance

#

Balance

#

Balance

#

Balance

#

Balance

#

Amount

#

Amount

Coupon

Remit

Note: Foreclosure and REO Totals are excluded from the delinquencies.

Page 13 of 23 

	BANK 2018-BNK11 Commercial Mortgage Pass-Through Certificates Series 2018-BNK11	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	5/17/18
Corporate Trust Services		Record Date:	4/30/18
8480 Stagecoach Circle		Determination Date:	5/11/18
Frederick, MD 21701-4747

Delinquency Loan Detail

Loan Number

Offering Document Cross-Reference

# of Months Delinq.

Paid Through Date

Current P & I Advances

Outstanding P & I Advances **

Status of Loan  (1)

Resolution Strategy Code  (2)

Servicing Transfer Date

Foreclosure Date

Actual Principal Balance

Outstanding Servicing Advances

Bankruptcy Date

REO Date

Totals

		(1) Status of Mortgage Loan								(2) Resolution Strategy Code
A	-	Payment Not Received	0	- Current	4	-	Performing Matured Balloon	1	-	Modification	7	-	REO	11	-	Full Payoff
		But Still in Grace Period	1	- 30-59 Days Delinquent	5	-	Non Performing Matured Balloon	2	-	Foreclosure	8	-	Resolved	12	-	Reps and Warranties
		Or Not Yet Due	2	- 60-89 Days Delinquent	6	-	121+ Days Delinquent	3	-	Bankruptcy	9	-	Pending Return	13	-	TBD
B	-	Late Payment But Less	3	- 90-120 Days Delinquent				4	-	Extension			to Master Servicer	98	-	Other
		Than 30 Days Delinquent						5	-	Note Sale	10	-	Deed In Lieu Of
								6	-	DPO			Foreclosure
** Outstanding P & I Advances include the current period advance.

Page 14 of 23 

	BANK 2018-BNK11 Commercial Mortgage Pass-Through Certificates Series 2018-BNK11	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	5/17/18
Corporate Trust Services		Record Date:	4/30/18
8480 Stagecoach Circle		Determination Date:	5/11/18
Frederick, MD 21701-4747

Specially Serviced Loan Detail - Part 1

Loan Number

Offering Document Cross-Reference

Servicing Transfer Date

Resolution Strategy Code (1)

Scheduled Balance

Property Type (2)

State

Interest Rate

Actual Balance

Net Operating Income

DSCR Date

DSCR

Note Date

Maturity Date

Remaining Amortization Term

(1) Resolution Strategy Code									(2) Property Type Code
	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage
	2	-  Foreclosure	8	-	Resolved	12	-	Reps and Warranties	RT	-	Retail	98	-	Other
	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities
	4	-  Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing
	5	-  Note Sale	10	-	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse
	6	-  DPO			Foreclosure				OF	-	Office	ZZ	-	Missing Information
									MU	-	Mixed Use	SF	-	Single Family
									LO	-	Lodging

Page 15 of 23 

	BANK 2018-BNK11 Commercial Mortgage Pass-Through Certificates Series 2018-BNK11	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	5/17/18
Corporate Trust Services		Record Date:	4/30/18
8480 Stagecoach Circle		Determination Date:	5/11/18
Frederick, MD 21701-4747

Specially Serviced Loan Detail - Part 2
Loan Number	Offering Document  Cross-Reference	Resolution Strategy Code (1)	Site Inspection Date	Phase 1 Date	Appraisal Date	Appraisal Value	Other REO Property Revenue	Comment from Special Servicer

(1) Resolution Strategy Code									(2) Property Type Code
	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage
	2	-  Foreclosure	8	-	Resolved	12	-	Reps and Warranties	RT	-	Retail	98	-	Other
	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities
	4	-  Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing
	5	-  Note Sale	10	-	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse
	6	-  DPO			Foreclosure				OF	-	Office	ZZ	-	Missing Information
									MU	-	Mixed Use	SF	-	Single Family
									LO	-	Lodging

Page 16 of 23 

	BANK 2018-BNK11 Commercial Mortgage Pass-Through Certificates Series 2018-BNK11	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	5/17/18
Corporate Trust Services		Record Date:	4/30/18
8480 Stagecoach Circle		Determination Date:	5/11/18
Frederick, MD 21701-4747

Advance Summary
	Loan Group	Current P&I Advances	Outstanding P&I Advances	Outstanding Servicing Advances	Current Period Interest on P&I and Servicing Advances Paid
	Totals	0.00	0.00	0.00	0.00

Page 17 of 23 

	BANK 2018-BNK11 Commercial Mortgage Pass-Through Certificates Series 2018-BNK11	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	5/17/18
Corporate Trust Services		Record Date:	4/30/18
8480 Stagecoach Circle		Determination Date:	5/11/18
Frederick, MD 21701-4747

Modified Loan Detail
Loan Number	Offering Document Cross-Reference	Pre-Modification Balance	Post-Modification Balance	Pre-Modification Interest Rate	Post-Modification Interest Rate	Modification Date	Modification Description
Totals

Page 18 of 23 

	BANK 2018-BNK11 Commercial Mortgage Pass-Through Certificates Series 2018-BNK11	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	5/17/18
Corporate Trust Services		Record Date:	4/30/18
8480 Stagecoach Circle		Determination Date:	5/11/18
Frederick, MD 21701-4747

Historical Liquidated Loan Detail

Distribution Date

ODCR

Beginning Scheduled Balance

Fees, Advances, and Expenses *

Most Recent Appraised Value or BPO

Gross Sales Proceeds or Other Proceeds

Net Proceeds Received on Liquidation

Net Proceeds Available for Distribution

Realized Loss to Trust

Date of Current Period Adj. to Trust

Current Period Adjustment to Trust

Cumulative Adjustment to Trust

Loss to Loan with Cum Adj. to Trust

Current Total

Cumulative Total

* Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).

Page 19 of 23 

	BANK 2018-BNK11 Commercial Mortgage Pass-Through Certificates Series 2018-BNK11	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	5/17/18
Corporate Trust Services		Record Date:	4/30/18
8480 Stagecoach Circle		Determination Date:	5/11/18
Frederick, MD 21701-4747

Historical Bond/Collateral Loss Reconciliation Detail
Distribution Date	Offering Document Cross-Reference	Beginning Balance at Liquidation	Aggregate Realized Loss on Loans	Prior Realized Loss Applied to Certificates	Amounts Covered by Credit Support	Interest (Shortages)/ Excesses	Modification /Appraisal Reduction Adj.	Additional (Recoveries) /Expenses	Realized Loss Applied to Certificates to Date	Recoveries of Realized Losses Paid as Cash	(Recoveries)/ Losses Applied to Certificate Interest
Totals

Page 20 of 23 

	BANK 2018-BNK11 Commercial Mortgage Pass-Through Certificates Series 2018-BNK11	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	5/17/18
Corporate Trust Services		Record Date:	4/30/18
8480 Stagecoach Circle		Determination Date:	5/11/18
Frederick, MD 21701-4747

Interest Shortfall Reconciliation Detail - Part 1
Offering Document Cross- Reference	Stated Principal Balance at Contribution	Current Ending Scheduled Balance	Special Servicing Fees			ASER	(PPIS) Excess	Non-Recoverable (Scheduled Interest)	Interest on Advances	Modified Interest Rate (Reduction) /Excess
			Monthly	Liquidation	Work Out
Totals

Page 21 of 23 

	BANK 2018-BNK11 Commercial Mortgage Pass-Through Certificates Series 2018-BNK11	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	5/17/18
Corporate Trust Services		Record Date:	4/30/18
8480 Stagecoach Circle		Determination Date:	5/11/18
Frederick, MD 21701-4747

Interest Shortfall Reconciliation Detail - Part 2
Offering Document Cross-Reference	Stated Principal Balance at Contribution	Current Ending Scheduled Balance	Reimb of Advances to the Servicer		Other (Shortfalls)/ Refunds	Comments
			Current Month	Left to Reimburse Master Servicer
Totals
Interest Shortfall Reconciliation Detail Part 2 Total				0.00
Interest Shortfall Reconciliation Detail Part 1 Total				0.00
Total Interest Shortfall Allocated to Trust				0.00

Page 22 of 23 

	BANK 2018-BNK11 Commercial Mortgage Pass-Through Certificates Series 2018-BNK11	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	5/17/18
Corporate Trust Services		Record Date:	4/30/18
8480 Stagecoach Circle		Determination Date:	5/11/18
Frederick, MD 21701-4747

Supplemental Reporting

Page 23 of 23 

[THIS PAGE INTENTIONALLY LEFT BLANK]

Annex C

FORM OF OPERATING ADVISOR ANNUAL REPORT¹

Report Date: This report will be delivered annually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling and Servicing Agreement”).
Transaction: BANK 2018-BNK11,
Commercial Mortgage Pass-Through Certificates,
Series 2018-BNK11
Operating Advisor: Park Bridge Lender Services LLC
Special Servicer as of December 31, [____]: [Midland Loan Services, a Division of PNC Bank, National Association][National Cooperative Bank, N.A.]
Directing Certificateholder: Eightfold Real Estate Capital Fund V, L.P.

I. Population of Mortgage Loans that Were Considered in Compiling this Report

1. The Special Servicer has notified the Operating Advisor that [●] Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].

(a) [●] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of an Asset Status Report.

(b) Asset Status Reports were issued with respect to [●] of such Specially Serviced Loans. This report is based only on the Specially Serviced Loans in respect of which an Asset Status Report has been issued. The Asset Status Reports may not yet be fully implemented.

II. Executive Summary

Based on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken a limited review of the Special Servicer’s operational activities to service the Specially Serviced Loans identified in this report in accordance with the Servicing Standard. Based solely on such limited review of the items listed in this report, and subject to the assumptions, limitations and qualifications set forth herein, the Operating Advisor [does, does not] believe there are material violations of the Special Servicer’s compliance with its obligations under the Pooling and Servicing Agreement. In addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].

In connection with the assessment set forth in this report, the Operating Advisor:

1. Reviewed the Asset Status Reports, the Special Servicer’s assessment of compliance report, attestation report by a third party regarding the Special Servicer’s compliance with its obligations and net present value calculations and Appraisal Reduction

¹ This report is an indicative report and does not reflect the final form of annual report to be used in any particular year. The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.

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calculations and [LIST OTHER REVIEWED INFORMATION] for the following [●] Specially Serviced Loans: [List related mortgage loans]

2. Consulted with the Special Servicer as provided under the Pooling and Servicing Agreement. The Operating Advisor’s analysis of the Asset Status Reports (including related net present value calculations and Appraisal Reduction calculations) related to the Specially Serviced Loans should be considered a limited investigation and not be considered a full or limited audit. For instance, we did not review each page of the Special Servicer’s policy and procedure manuals (including amendments and appendices), re-engineer the quantitative aspects of their net present value calculator, visit any property, visit the Special Servicer, visit the Directing Certificateholder or interact with any borrower. In addition, our review of the net present value calculations and Appraisal Reduction calculations is limited to the mathematical accuracy of the calculations and the corresponding application of the non-discretionary portions of the applicable formulas, and as such, does not take into account the reasonableness of the discretionary portions of such formulas.

III. Specific Items of Review

1. The Operating Advisor reviewed the following items in connection with the generation of this report: [LIST MATERIAL ITEMS].

2. During the prior year, the Operating Advisor consulted with the Special Servicer regarding its strategy plan for a limited number of issues related to the following Specially Serviced Loans: [LIST]. The Operating Advisor participated in discussions and made strategic observations and recommended alternative courses of action to the extent it deemed such observations and recommendations appropriate. The Special Servicer [agreed with/did not agree with] the material recommendations made by the Operating Advisor. Such recommendations generally included the following: [LIST].

3. Appraisal Reduction calculations and net present value calculations:

4. The Operating Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portions of the applicable formulas required to be utilized in connection with any Appraisal Reduction or net present value calculations used in the special servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan prior to the utilization by the special servicer.

(a) The operating advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable non-discretionary portions of the formula] required to be utilized for such calculation.

(b) After consultation with the special servicer to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations, such inaccuracy [has been/ has not been] resolved.

5. The following is a general discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].

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6. In addition to the other information presented herein, the Operating Advisor notes the following additional items, if any: [LIST ADDITIONAL ITEMS].

IV. Assumptions, Qualifications and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report

1. As provided in the Pooling and Servicing Agreement, the Operating Advisor is not required to report on instances of non-compliance with, or deviations from, the Servicing Standard or the special servicer’s obligations under the Pooling and Servicing Agreement that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial.

2. The Operating Advisor did not participate in, or have access to, the Special Servicer’s and Directing Certificateholder’s discussion(s) regarding any Specially Serviced Loan. The Operating Advisor does not have authority to speak with the Directing Certificateholder directly. As such, the Operating Advisor generally relied upon the information delivered to it by the Special Servicer as well as its interaction with the Special Servicer, if any, in gathering the relevant information to generate this report. The services that we perform are not designed and cannot be relied upon to detect fraud or illegal acts should any have occurred.

3. The Special Servicer has the legal authority and responsibility to service the Specially Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards set forth therein.

4. Confidentiality and other contractual limitations limit the Operating Advisor’s ability to outline the details or substance of the discussions held between it and the Special Servicer regarding any Specially Serviced Loans and certain information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all the relevant information that the Operating Advisor is given access to by the Special Servicer.

5. There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Loans. These include, but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Operating Advisor does not participate in any discussions regarding such actions. As such, Operating Advisor has not assessed the Special Servicer’s operational compliance with respect to those types of actions.

6. The Operating Advisor is not empowered to speak with any investors directly. If the investors have questions regarding this report, they should address such questions to the certificate administrator through the certificate administrator’s website.

Terms used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement.

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Annex D-1

MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES

Each sponsor will make, as of the date specified in the MLPA or such other date as set forth below, with respect to each Mortgage Loan sold by it that we include in the issuing entity, representations and warranties generally to the effect set forth below. Solely for purposes of this Annex D-1 and Annex D-2, the term “Mortgage Loans” will refer to such mortgage loans sold by the applicable mortgage loan seller. The exceptions to the representations and warranties set forth below are identified on Annex D-2. Capitalized terms used but not otherwise defined in this Annex D-1 will have the meanings set forth in this prospectus or, if not defined in this prospectus, in the related MLPA.

Each MLPA, together with the related representations and warranties, serves to contractually allocate risk between the related sponsor, on the one hand, and the issuing entity, on the other. We present the related representations and warranties set forth below for the sole purpose of describing some of the terms and conditions of that risk allocation. The presentation of representations and warranties below is not intended as statements regarding the actual characteristics of the Mortgage Loans, the Mortgaged Properties or other matters. We cannot assure you that the Mortgage Loans actually conform to the statements made in the representations and warranties that we present below. The representations, warranties and exceptions have been provided to you for informational purposes only and prospective investors should not rely on the representations, warranties and exceptions as a basis for any investment decision. For disclosure regarding the characteristics, risks and other information regarding the Mortgage Loans, Mortgaged Properties and the certificates, you should read and rely solely on the prospectus. None of the depositor or the underwriters or their respective affiliates makes any representation regarding the accuracy or completeness of the representations, warranties and exceptions.

1.Intentionally Omitted.

2.Whole Loan; Ownership of Mortgage Loans. Except with respect to a Mortgage Loan that is part of a Whole Loan, each Mortgage Loan is a whole loan and not a participation interest in a mortgage loan. At the time of the sale, transfer and assignment to the Depositor, no mortgage note or mortgage was subject to any assignment (other than assignments to the Mortgage Loan Seller or (with respect to any Non-Serviced Mortgage Loan) to the related Non-Serviced Trustee for the related Non-Serviced Securitization Trust), participation (it being understood that a Mortgage Loan that is part of a Whole Loan does not constitute a participation) or pledge, and the Mortgage Loan Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to agreements among noteholders with respect to a Whole Loan), any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment, subservicing or similar agreement. The Mortgage Loan Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to the Depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan.

3.Loan Document Status. Each related mortgage note, mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor

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(subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law and except that certain provisions in such Mortgage Loan documents (including, without limitation, provisions requiring the payment of default interest, late fees or prepayment premium/yield maintenance charge) may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth above) such limitations or unenforceability will not render such Mortgage Loan documents invalid as a whole or materially interfere with the mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”).

Except as set forth in the immediately preceding sentence, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related mortgage notes, mortgages or other Mortgage Loan documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would deny the mortgagee the principal benefits intended to be provided by the mortgage note, mortgage or other Mortgage Loan documents.

4.Mortgage Provisions. The Mortgage Loan documents for each Mortgage Loan, together with applicable state law, contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications.

5.Intentionally Omitted.

6.Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related mortgage file or as otherwise provided in the related Mortgage Loan documents (a) the material terms of such mortgage, mortgage note, Mortgage Loan guaranty and related Mortgage Loan documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect which materially interferes with the security intended to be provided by such mortgage; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related mortgage in any manner which materially interferes with the security intended to be provided by such mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither the Mortgagor nor the guarantor has been released from its material obligationsunder the Mortgage Loan. With respect to each Mortgage Loan, except as contained in a written document included in the mortgage file, there have been no modifications, amendments or waivers, that could be reasonably expected to have a material adverse effect on such Mortgage Loan consented to by the Mortgage Loan Seller on or after the Cut-off Date.

7.Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its affiliate, as applicable. Each related mortgage and Assignment

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of Leases is freely assignable without the consent of the related Mortgagor. Each related mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.

8.Permitted Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy or a “marked up” commitment, in each case with escrow instructions and binding on the title insurer) (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including anyadvances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the mortgage, the first priority lien of the mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record specifically identified in the Title Policy; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property; (f) if the related Mortgage Loan constitutes a Crossed Underlying Mortgage Loan, the lien of the mortgage for another Mortgage Loan contained in the same Crossed Mortgage Loan Group, and (g) condominium declarations of record and identified in such Title Policy,provided that none of clauses (a) through (g), individually or in the aggregate, materially and adversely interferes with the value or principal use of the Mortgaged Property, the security intended to be provided by such mortgage, or the current ability of the related Mortgaged Property to generate net cash flow sufficient to service the related Mortgage Loan or the Mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”). For purposes of clause (a) of the immediately preceding sentence, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon. Except as contemplated by clause (f) of the second preceding sentence none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien

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of the related mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder. Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy. Each Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist), (a) that the Mortgaged Property shown on the survey is the same as the property legally described in the mortgage and (b) to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous.

9.Junior Liens. It being understood that B notes secured by the same mortgage as a Mortgage Loan are not subordinate mortgages or junior liens, except for any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, as of the Cut-off Date there are no subordinate mortgages or junior mortgage liens encumbering the related Mortgaged Property other than Permitted Encumbrances, mechanics’ or materialmen’s liens (which are the subject of the representation in paragraph (7) above), and equipment and other personal property financing. The Mortgage Loan Seller has no knowledge of any mezzanine debt secured directly by interests in the related Mortgagor other than as set forth on Schedule D-1 to this Annex D-1.

10.Assignment of Leases and Rents. There exists as part of the related mortgage file an Assignment of Leases (either as a separate instrument or incorporated into the related mortgage). Subject to the Permitted Encumbrances and Title Exceptions (and, in the case of a Mortgage Loan that is part of a Whole Loan, subject to the related assignment of leases constituting security for the entire Whole Loan), each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. The related mortgage or related Assignment of Leases, subject to applicable law and the Standard Qualifications, provides that, upon an event of default under the Mortgage Loan, a receiver may be appointed for the collection of rents or for the related mortgagee to enter into possession to collect the rents or for rents to be paid directly to the mortgagee.

11.Financing Statements. Subject to the Standard Qualifications, each Mortgage Loan or related security agreement establishes a valid security interest in, and a UCC-1 financing statement has been filed and/or recorded (or, in the case of fixtures, the mortgage constitutes a fixture filing) in all places necessary at the time of the origination of the Mortgage Loan (or, if not filed and/or recorded, has submitted or caused to be submitted in proper form for filing and/or recording) to perfect a valid security interest in, the personal property (creation and perfection of which is governed by the UCC) owned by the Mortgagor and necessary to operate such Mortgaged Property in its current use other than (1) non-material personal property, (2) personal property subject to purchase money security interests and (3) personal property that is leased equipment. Each UCC-1 financing statement, if any, filed with respect to personal property constituting a part of the related Mortgaged Property and each UCC-3 assignment, if any, filed with respect to such financing statement was in suitable form for filing in the filing office in which such financing statement was filed. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that

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possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.

12.Condition of Property. The Mortgage Loan Seller or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months of the Cut-off Date.

An engineering report or property condition assessment was prepared in connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date. To the Mortgage Loan Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage (other than (i) deferred maintenance for which escrows were established at origination and (ii) any damage fully covered by insurance) that would affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.

13.Taxes and Assessments. As of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, all taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) securing a Mortgage Loan that is or could become a lien on the related Mortgaged Property that became due and owing prior to the Cut-off Date with respect to each related Mortgaged Property have been paid, or, if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges are covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon.

14.Condemnation. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there is no proceeding pending and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation of the Mortgaged Property.

15.Actions Concerning Mortgage Loan. To the Mortgage Loan Seller’s knowledge, based on evaluation of the Title Policy (as defined in paragraph 8), an engineering report or property condition assessment as described in paragraph 12, applicable local law compliance materials as described in paragraph 26, and the ESA (as defined in paragraph 43), as of origination there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity or enforceability of the mortgage, (c) such Mortgagor’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the principal benefit of the security intended to be provided by the Mortgage Loan documents, or (f) the current principal use of the Mortgaged Property.

16.Escrow Deposits. All escrow deposits and escrow payments currently required to be escrowed with the Mortgagee pursuant to each Mortgage Loan (including capital improvements and environmental remediation reserves) are in the possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no delinquencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and

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deposits (or the right thereto) that are required under the related Mortgage Loan documents are being conveyed by the Mortgage Loan Seller to the Depositor or its servicer (or, in the case of a Non-Serviced Mortgage Loan, to the related depositor under the Non-Serviced PSA or Non-Serviced Master Servicer for the related Non-Serviced Securitization Trust).

17.No Holdbacks. The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback).

18.Insurance. Each related Mortgaged Property is, and is required pursuant to the related mortgage to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan documents and having a claims-paying or financial strength rating meeting the Insurance Rating Requirements (as defined below), in an amount (subject to customary deductibles) not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.

“Insurance Ratings Requirements” means either (1) a claims paying or financial strength rating of at least “A-:VIII” from A.M. Best Company (“A.M. Best”) or “A3” (or the equivalent) from Moody’s Investors Service, Inc. (“Moody’s”) or “A-” from S&P Global Ratings (“S&P”) or (2) the Syndicate Insurance Ratings Requirements. “Syndicate Insurance Ratings Requirements” means insurance provided by a syndicate of insurers, as to which (i) if such syndicate consists of 5 or more members, at least 60% of the coverage is provided by insurers that meet the Insurance Ratings Requirements (under clause (1) of the definition of such term) and up to 40% of the coverage is provided by insurers that have a claims paying or financial strength rating of at least “BBB-” by S&P or at least “Baa3” by Moody’s, and (ii) if such syndicate consists of 4 or fewer members, at least 75% of the coverage is provided by insurers that meet the Insurance Ratings Requirements (under clause (1) of the definition of such term) and up to 25% of the coverage is provided by insurers that have a claims paying or financial strength rating of at least “BBB-” by S&P or at least “Baa3” by Moody’s.

Each related Mortgaged Property is also covered, and required to be covered pursuant to the related Mortgage Loan documents, by business interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with respect to each Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months).

If any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related Mortgagor is required to maintain insurance in an amount equal to the lesser of (A) the maximum amount available under the National Flood Insurance Program, plus such additional excess flood coverage in

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an amount as is generally required by prudent institutional commercial mortgage lenders originating mortgage loans for securitization, (B) the outstanding principal amount of the Mortgage Loan or (C) the insurable value of the Mortgaged Property.

If the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, the related Mortgagor is required to maintain coverage for windstorm and/or windstorm related perils and/or “named storms” issued by an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in an amount not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements.

The Mortgaged Property is covered, and required to be covered pursuant to the related Mortgage Loan documents, by a commercial general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate.

An architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the seismic condition of such property, for the sole purpose of assessing the probable maximum loss or scenario expected loss (“PML”) for the Mortgaged Property in the event of an earthquake. In such instance, the PML was based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If the resulting report concluded that the PML would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least “A:VIII” by A.M. Best or “A3” (or the equivalent) from Moody’s or “A-” by S&P in an amount not less than 100% of the PML.

The Mortgage Loan documents require insurance proceeds (or an amount equal to such insurance proceeds) in respect of a property loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then-outstanding principal amount of the related Mortgage Loan, the Mortgagee (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together with any accrued interest thereon.

All premiums on all insurance policies referred to in this section that are required by the Mortgage Loan documents to be paid as of the Cut-off Date have been paid, and such insurance policies name the Mortgagee under the Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the trustee (or, in the case of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Trustee). Each related Mortgage Loan obligates the related Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the Mortgagee to maintain such insurance at the Mortgagor’s cost and expense

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and to charge such Mortgagor for related premiums. All such insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the Mortgagee of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the Mortgagee of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium and no such notice has been received by the Mortgage Loan Seller.

19.Access; Utilities; Separate Tax Parcels. Based solely on evaluation of the Title Policy (as defined in paragraph 8) and survey, if any, an engineering report or property condition assessment as described in paragraph 12, applicable local law compliance materials as described in paragraph 26, and the ESA (as defined in paragraph 43), each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has permanent access from a recorded easement or right of way permitting ingress and egress to/from a public road, (b) is served by or has access rights to public or private water and sewer (or well and septic) and other utilities necessary for the current use of the Mortgaged Property, all of which are adequate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made or is required to be made to the applicable governing authority for creation of separate tax parcels (or the Mortgage Loan documents so require such application in the future), in which case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax parcels are created.

20.No Encroachments. To the Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with origination and the Title Policy obtained in connection with the origination of each Mortgage Loan, and except for encroachments that do not materially and adversely affect the current marketability or principal use of the Mortgaged Property: (a) all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except for encroachments that are insured against by the applicable Title Policy; (b) no material improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that are insured against by the applicable Title Policy; and (c) no material improvements encroach upon any easements except for encroachments that are insured against by the applicable Title Policy.

21.No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller.

22.REMIC. The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in real property (including permanently affixed buildings and distinct structural components, such as wiring, plumbing systems and central heating and air conditioning systems, that are integrated into such buildings, serve such buildings in their passive functions and do not

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produce or contribute to the production of income other than consideration for the use or occupancy of space, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date,provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If the Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto. Any prepayment premiums and yield maintenance charges applicable to the Mortgage Loan constitute “customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-1(b)(2). All terms used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.

23.Compliance with Usury Laws. The mortgage rate (exclusive of any default interest, late charges, yield maintenance charge, or prepayment premium) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.

24.Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as of the date that such entity held the mortgage note, each holder of the mortgage note was authorized to transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the Trust.

25.Trustee under Deed of Trust. With respect to each mortgage which is a deed of trust, as of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the mortgage and applicable law or may be substituted in accordance with the mortgage and applicable law by the related mortgagee.

26.Local Law Compliance. To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, a survey, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization, the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable laws, zoning ordinances, rules, covenants, and restrictions (collectively “Zoning Regulations”) governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure and any non-conformity with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely affect the use, operation or value of such Mortgaged Property. In the event of casualty or destruction, (a) the Mortgaged Property may be restored or repaired to the full extent necessary to

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maintain the use of the structure immediately prior to such casualty or destruction, (b) law and ordinance insurance coverage has been obtained for the Mortgaged Property in amounts customarily required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, (c) title insurance policy coverage has been obtained with respect to any non-conforming use or structure, or (d) the inability to restore the Mortgaged Property to the full extent of the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of such Mortgaged Property.

27.Licenses and Permits. Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter from any government authorities, zoning consultant’s report or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization; all such material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals are in effect or the failure to obtain or maintain such material licenses, permits, franchises or certificates of occupancy and applicable governmental approvals does not materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder of the related Mortgage Loan. The Mortgage Loan requires the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located and requires the Mortgagor to comply in all material respects with all applicable regulations, zoning and building laws.

28.Recourse Obligations. The Mortgage Loan documents for each Mortgage Loan (a) provide that such Mortgage Loan becomes full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are notde minimis) in any of the following events (or negotiated provisions of substantially similar effect): (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by, consented to, or acquiesced in by, the Mortgagor; (ii) the Mortgagor or guarantor shall have solicited or caused to be solicited petitioning creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) voluntary transfers of either the Mortgaged Property or controlling equity interests in the Mortgagor made in violation of the Mortgage Loan documents; and (b) contains provisions for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are notde minimis), for losses and damages resulting from the following (or negotiated provisions of substantially similar effect): (i) the Mortgagor’s misappropriation of rents after an event of default, security deposits, insurance proceeds, or condemnation awards; (ii) the Mortgagor’s fraud or intentional material misrepresentation; (iii) breaches of the environmental covenants in the Mortgage Loan documents; or (iv) the Mortgagor’s commission of intentional material physical waste at the Mortgaged Property (but, in some cases, only to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste).

29.Mortgage Releases. The terms of the related mortgage or related Mortgage Loan documents do not provide for release of any material portion of the Mortgaged Property

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from the lien of the mortgage except (a) a partial release, accompanied by principal repayment, or partial defeasance (as described in paragraph 34) of not less than a specified percentage at least equal to 110% of the related allocated loan amount of such portion of the Mortgaged Property, (b) upon payment in full of such Mortgage Loan, (c) upon a Defeasance (defined in paragraph 34 below), (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any material value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation. With respect to any partial release under the preceding clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the mortgagee or servicer can, in accordance with the related Mortgage Loan documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the real property constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) after the release is not equal to at least 80% of the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions.

In the case of any Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, unless an opinion of counsel is delivered as specified in clause (y) of the preceding paragraph, the Mortgagor can be required to pay down the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) in an amount not less than the amount required by the REMIC Provisions and, to such extent, the award from any such taking may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans).

No such Mortgage Loan that is secured by more than one Mortgaged Property or that is cross-collateralized with another Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the REMIC Provisions.

30.Financial Reporting and Rent Rolls. Each Mortgage Loan requires the Mortgagor to provide the owner or holder of the Mortgage Loan with (a) quarterly (other than for single-tenant properties) and annual operating statements, (b) quarterly (other than for single-tenant properties) rent rolls (or maintenance schedules in the case of Mortgage Loans secured by residential cooperative properties) for properties that have any individual lease

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which accounts for more than 5% of the in-place base rent, and (c) annual financial statements.

31.Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, and to the Mortgage Loan Seller’s knowledge with respect to each Mortgage Loan of $20 million or less, as of origination the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIPRA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each Mortgage Loan, the related Mortgage Loan documents do not expressly waive or prohibit the mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIPRA, or damages related thereto, except to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable terms, or as otherwise indicated on Annex D-2;provided that if TRIPRA or a similar or subsequent statute is not in effect, then,provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor shall not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable in respect of the property and business interruption/rental loss insurance required under the related Mortgage Loan documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance) at the time of the origination of the Mortgage Loan (or in certain cases, at the time terrorism coverage is excluded from the property and/or business interruption/rental loss insurance required under the related Mortgage Loan documents), and if the cost of terrorism insurance exceeds such amount, the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount.

32.Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due-on-sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent of the Mortgagee which are customarily acceptable to the Mortgage Loan Seller, including, but not limited to, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage Loan documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Mortgagor, is directly or indirectly pledged, transferred or sold (in each case a “Transfer”), other than as related to (i) family and estate planning Transfers or Transfers upon death or legal incapacity, (ii) Transfers to certain affiliates as defined in the related Mortgage Loan documents, (iii) Transfers of less than, or other than, a controlling interest in a Mortgagor, (iv) Transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage Loan documents, (v) Transfers of common stock in publicly traded companies or (vi) a substitution or release of collateral within the parameters of paragraphs 29 and 34 herein, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan as set forth on Schedule D-1 to this Annex D-1, or future permitted mezzanine debt as set forth on Schedule D-2 to this Annex D-1, or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the

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related Mortgaged Property, other than (i) any Companion Loan of any Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents, (ii) purchase money security interests (iii) any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan as set forth on Schedule D-3 to this Annex D-1, or (iv) Permitted Encumbrances. The Mortgage or other Mortgage Loan documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.

33.Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Each Mortgage Loan with a Cut-off Date Balance of $30 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents and the related Mortgage Loan documents (or if the Mortgage Loan has a Cut-off Date Balance equal to $10 million or less, its organizational documents or the related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties and prohibit it from engaging in any business unrelated to such Mortgaged Property or Mortgaged Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Mortgaged Properties, or any indebtedness other than as permitted by the related mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.

34.Defeasance. With respect to any Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”), (i) the Mortgage Loan documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions specified in the Mortgage Loan documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Mortgagor is permitted to pledge only United States “government securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), the revenues from which will be sufficient to make all scheduled payments under the Mortgage Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment premium) or, if the Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the Anticipated Repayment Date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment premium), and if the Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to 110% of the allocated loan amount for the real property to be released; (iv) the defeasance collateral is not permitted to be subject to prepayment, call, or early redemption; (v) the Mortgagor is required to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the mortgage note as set forth in clause (iii) above; (vi) the defeased note and the defeasance collateral are required to be assumed by a Single-Purpose Entity; (vii) the Mortgagor is required to provide an opinion of counsel that the Trustee has a perfected security interest in such collateral prior to any

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other claim or interest; and (viii) the Mortgagor is required to pay all rating agency fees associated with defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions of counsel.

35.Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in the case of ARD Loans and situations where default interest is imposed.

36.Ground Leases. For purposes of this Annex D-1, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner.

With respect to any Mortgage Loan where the Mortgage Loan is secured by a Ground Leasehold estate in whole or in part, and the related mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of Mortgage Loan Seller, its successors and assigns (collectively, the “Ground Lease and Related Documents”), Mortgage Loan Seller represents and warrants that:

(a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease and Related Documents permit the interest of the lessee to be encumbered by the related mortgage and do not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related mortgage. No material change in the terms of the Ground Lease had occurred since its recordation, except by any written instruments which are included in the related mortgage file;

(b) The lessor under such Ground Lease has agreed in a writing included in the related mortgage file (or in such Ground Lease and Related Documents) that the Ground Lease may not be amended, modified, canceled or terminated by agreement of lessor and lessee without the prior written consent of the Mortgagee and that any such action without such consent is not binding on the Mortgagee, its successors or assigns,provided that the Mortgagee has provided lessor with notice of its lien in accordance with the terms of the Ground Lease;

(c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either the Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);

(d) The Ground Lease either (i) is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances and Title Exceptions; or (ii) is the subject of a subordination, non-disturbance or attornment agreement or similar agreement to which the mortgagee on the lessor’s fee interest is subject;

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(e) Subject to the notice requirements of the Ground Lease and Related Documents, the Ground Lease does not place commercially unreasonable restrictions on the identity of the mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (or, if such consent is required it either has been obtained or cannot be unreasonably withheld,provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor (or, if such consent is required it either has been obtained or cannot be unreasonably withheld,provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid);

(f) The Mortgage Loan Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Mortgage Loan Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Mortgage Loan Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date;

(g) The Ground Lease and Related Documents require the lessor to give to the Mortgagee written notice of any default, provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee;

(h) A Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease;

(i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage Loan Seller in connection with the origination of similar commercial or multifamily loans intended for securitization;

(j) Under the terms of the Ground Lease and Related Documents, any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than in respect of a total or substantially total loss or taking as addressed in subpart (k)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest;

(k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease and Related Documents, any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and

(l) Providedthat the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

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37.Servicing. The servicing and collection practices used by the Mortgage Loan Seller with respect to the Mortgage Loan have been, in all respects legal and have met with customary industry standards for servicing of commercial loans for conduit loan programs.

38.Origination and Underwriting. The origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan;providedthat such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in this Annex D-1.

39.Intentionally Omitted.

40.No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required payments in the prior 12 months (or since origination if such Mortgage Loan has been originated within the past 12 months), and as of Cut-off Date, no Mortgage Loan is delinquent (beyond any applicable grace or cure period) in making required payments. To the Mortgage Loan Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration, in the case of either clause (a) or clause (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property;provided,however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in this Annex D-1. No person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.

41.Bankruptcy. As of the date of origination of the related Mortgage Loan and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor any portion thereof, is the subject of, and no Mortgagor, guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.

42.Organization of Mortgagor. With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the Mortgagor delivered by the Mortgagor in connection with the origination of such Mortgage Loan, the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. Except with respect to any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, and except as set forth on Schedule D-4 to this Annex D-1, no Mortgage Loan has a Mortgagor that is an Affiliate of a Mortgagor with respect to another Mortgage Loan. An “Affiliate” for purposes of this paragraph (42) means, a Mortgagor that is under direct or indirect common ownership and control with another Mortgagor.

43.Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II environmental site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”)

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meeting ASTM requirements conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related Mortgagee; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated or contained in all material respects prior to the date hereof, and, if and as appropriate, a no further action, completion or closure letter or its equivalent was obtained from the applicable governmental regulatory authority (or the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action or no further investigation is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than “A-” (or the equivalent) by Moody’s, S&P, Fitch Ratings, Inc. and/or A.M. Best; (E) a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action. To the Mortgage Loan Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at the related Mortgaged Property.

44.Intentionally Omitted.

45.Appraisal. The mortgage file contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Cut-off Date. The appraisal is signed by an appraiser that (i) was engaged directly by the originator or a co-orginator of the Mortgage Loan or the Mortgage Loan Seller, or a correspondent or agent of the originator or a co-orginator of the Mortgage Loan or the Mortgage Loan Seller, and (ii) to the Mortgage Loan Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation.

46.Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule attached as an exhibit to the related MLPA is true and correct in all material respects as of the Cut-off Date and contains all information required by the Pooling and Servicing Agreement to be contained therein.

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47.Cross-Collateralization. No Mortgage Loan is cross-collateralized or cross-defaulted with any other mortgage loan that is outside the Mortgage Pool, except in the case of a Mortgage Loan that is part of a Whole Loan.

48.Advance of Funds by the Mortgage Loan Seller. Except for loan proceeds advanced at the time of loan origination or other payments contemplated by the Mortgage Loan documents, no advance of funds has been made by the Mortgage Loan Seller to the related Mortgagor, and no funds have been received from any person other than the related Mortgagor or an affiliate, directly, or, to the knowledge of the Mortgage Loan Seller, indirectly for, or on account of, payments due on the Mortgage Loan. Neither the Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions made on or prior to the date hereof.

49.Compliance with Anti-Money Laundering Laws. The Mortgage Loan Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan.

For purposes of this Annex D-1, “Mortgagee” means the mortgagee, grantee or beneficiary under any Mortgage, any holder of legal title to any portion of any Mortgage Loan or, if applicable, any agent or servicer on behalf of such party.

For purposes of this Annex D-1, “Mortgagor” means the obligor or obligors on a Mortgage Note, including without limitation, any person that has acquired the related Mortgaged Property and assumed the obligations of the original obligor under the Mortgage Note and including in connection with any Mortgage Loan that utilizes an indemnity deed of trust structure, the borrower and the Mortgaged Property owner/payment guarantor/mortgagor individually and collectively, as the context may require.

For purposes of this Annex D-1, the phrases “the sponsor’s knowledge” and other words and phrases of like import mean, except where otherwise expressly set forth in these representations and warranties, the actual state of knowledge of the sponsor, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth in these representations and warranties in each case without having conducted any independent inquiry into such matters and without any obligation to have done so (except (i) having sent to the servicers servicing the Mortgage Loans on behalf of the sponsor, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth in these representations and warranties). All information contained in documents which are part of or required to be part of a Mortgage File (to the extent such documents exist) shall be deemed within the sponsor’s knowledge.

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Schedule D-1 to Annex D-1

MORTGAGE LOANS WITH EXISTING MEZZANINE DEBT

Mortgage Loan Number as Identified on Annex A-1	Wells Fargo Bank, National Association Mortgage Loans	Bank of America, National Association Mortgage Loans	Morgan Stanley Mortgage Capital Holdings LLC Mortgage Loans	National Cooperative Bank, N.A. Mortgage Loans
3	Apple Campus 3
5	Airport Business Center

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Schedule D-2 to Annex D-1

MORTGAGE LOANS WITH RESPECT TO WHICH MEZZANINE DEBT
IS PERMITTED IN THE FUTURE

Mortgage Loan Number as Identified on Annex A-1	Wells Fargo Bank, National Association Mortgage Loans	Bank of America, National Association Mortgage Loans	Morgan Stanley Mortgage Capital Holdings LLC Mortgage Loans	National Cooperative Bank, N.A. Mortgage Loans
23		Park City Self Storage
26		Sparrows Lodge

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Schedule D-3 to Annex D-1

CROSS-COLLATERALIZED MORTGAGE LOANS

None.

D-1-21

Schedule D-4 to Annex D-1

MORTGAGE LOANS WITH AFFILIATED BORROWERS

Mortgage Loan Number as Identified on Annex A-1	Wells Fargo Bank, National Association Mortgage Loans	Bank of America, National Association Mortgage Loans	Morgan Stanley Mortgage Capital Holdings LLC Mortgage Loans	National Cooperative Bank, N.A. Mortgage Loans
27		Peter Pan MHC
33		Skylark MHC
42		Rio Seco MHC

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Annex D-2

EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES

Morgan Stanley Mortgage Capital Holdings LLC
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of the Exception
14	Sunnyvale Medical Plaza (Loan No. 36)	On January 29, 2018, after the closing date of the Mortgage Loan (January 18, 2018), the Mortgagor received notice that the Texas Department of Transportation is proposing the condemnation of a 1,541-square foot strip of Lot 1 along Collins Road for the purpose of widening Collins Road. The amount of land planned to be taken runs 292.47 feet along Collins Road and is 6.12 feet wide at the southern point and 8.73 feet wide at the northern point and is 1,541 square feet, or 0.0354 acres. The building on Lot 1 is currently located 52.2 feet from the right of way, with a setback line in the zoning code of 50 feet. The proposed taking will result in the building violating the 50-foot setback by 3.92 feet.
18	South Academy Highlands (Loan No. 19)	The borrower is not required to obtain liability insurance for contractual liability. Insurance policy cancellations are permitted with less than 30 days, but in no event less than 10 days, notice for any of the following in addition to nonpayment of any premium: conviction of a crime related to a covered loss; fraud or material misrepresentation in obtaining the policy or pursuing a claim; a willful or reckless act or omission increasing the likelihood of a covered loss; or as may be required by applicable law. Notice of cancellation is not required to be provided for worker’s compensation or motor vehicle liability policies. The borrower is permitted to finance any blanket insurance policy.  If an insurance policy is financed, even if the insurance policy requires the insurer to send the required notice of cancellation to the lender, the premium financing company will have the right to direct the insurer to cancel the insurance policies prior to the end of the notice period.
18	All MSMCH Mortgage Loans (Loan Nos. 9, 12, 14, 15, 16, 18, 19, 36)	The Mortgage Loan documents may allow the Mortgagor to obtain insurance from an insurer that does not meet the required rating if it obtains a “cut through endorsement” from an insurance company that meets the required rating. The Mortgage Loan documents may also allow the Mortgagor to obtain insurance from an insurer that does not meet the required rating if a parent company that owns at least 51% of the insurer has the required rating and use of such insurance is approved by the rating agencies. The threshold for lender having the right to hold and disburse insurance proceeds may be based on 5% of the original principal amount rather than 5% of the outstanding principal amount. In addition, all exceptions to Representation 31 set forth herein for all MSMCH Mortgage Loans are also exceptions to this Representation 18.

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Morgan Stanley Mortgage Capital Holdings LLC
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of the Exception
26	Sunnyvale Medical Plaza (Loan No. 36)	The exception to Representation 14 is also an exception to this Representation 26.
28	All MSMCH Mortgage Loans (Loan Nos. 9, 12, 14, 15, 16, 18, 19, 36)	The environmental indemnity agreements or other Mortgage Loan documents may contain provisions to the effect that, if an environmental insurance policy reasonably acceptable to the lender is obtained with respect to the Mortgaged Property, the lender and other indemnified parties are required to first make a claim under such environmental insurance policy, and may not make a claim against the environmental indemnitors, except to the extent that such environmental insurance policy does not cover the losses suffered and/or does not fully cover the costs of such losses or of any remediation or the lender or other indemnified parties have been unable to recover under such environmental insurance policy with respect to all or a portion of such costs or losses within a reasonable period of time despite good faith efforts to do so (or in certain cases, within six months of the date the lender or other indemnified parties commenced efforts to collect such environmental losses, provided that the lender and other indemnified parties may proceed against the indemnitor earlier if they reasonably determine that a failure to assert a claim against the indemnitor will subject the indemnitee to a possibility of such claim being foregone, whether due to any statute of limitations or otherwise). The Mortgage Loan documents may provide that there will not be recourse for voluntary transfers of either the Mortgaged Property or equity interests in Mortgagor made in violation of the Mortgage Loan documents to the extent of failure to comply with administrative requirements of notice and updated organizational charts for what would otherwise constitute permitted transfers.
31	All MSMCH Mortgage Loans (Loan Nos. 9, 12, 14, 15, 16, 18, 19, 36)	The Mortgage Loan documents may allow terrorism insurance to be obtained from an insurer that is rated at least investment grade (i.e. “BBB”) by S&P and also rated at least “BBB-” by Fitch, and/or “Baa3” by Moody’s (if such rating agencies rate any securitization of such mortgage loans and also rate the insurer). In addition, with respect to terrorism insurance, the Mortgage Loan documents may provide for 12 months, rather than 18 months, of business interruption coverage, even if the Mortgage Loan is in excess of $50,000,000. All exceptions to Representation 18 set forth herein for all MSMCH Mortgage Loans are also exceptions to this Representation 31.

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Wells Fargo Bank, National Association
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of the Exception
8	Apple Campus 3 (Loan No. 3)	Single tenant (Apple) has an ongoing right of first offer (ROFO) to purchase the Mortgaged Property if the borrower decides to market the property for sale. The ROFO is not extinguished by foreclosure; however, the ROFO does not apply to a foreclosure or transfer in lieu of foreclosure with respect to the loan.
8	Airport Business Center (Loan No. 5)	The Phase I environmental site assessment (ESA) identified a controlled recognized environmental condition (CREC) associated with contaminants in soil and groundwater from prior industrial uses and dry cleaning operations at the Mortgaged Property.  The Orange County Health Care Agency (OCHCA) issued a case closure letter for the site on September 9, 2009, confirming that no further action was required at that time subject to the following conditions: (i) continued operation and maintenance of an existing sub-slab depressurization (SSD) system and an existing surface seal at what is currently a drop-off dry cleaner tenant space); and (ii) re-evaluation of the health risk in the event that current space in Building 61 changes to a sensitive-receptor unit (such as a day care center).  Facility personnel indicated to the environmental consultant that the SSD system is currently operational and no sensitive-receptor tenants have occupied these spaces.  The Phase I ESA consultant recommended no further assessment of the CREC. The loan documents include an ongoing covenant to comply with the OCHCA’s case closure letter conditions, and the guarantor has personal liability for losses related to such environmental matters.
8	One Lincoln Station (Loan No. 11)	The Mortgaged Property is a 147,184 sf office building that includes condominium interests as follows: (i) a 50% ownership interest in the south (Kaiser) parking garage, with 195 parking spaces allocable to the Mortgaged Property; and (ii) a 14.74% ownership interest (leasehold) in the north (RTD) parking garage, with 273 parking spaces allocable to the Mortgaged Property. Including the 468 parking spaces within such condominium regimes, the Mortgaged Property has access rights to 708 parking spaces. Current zoning requires 368 parking spaces.  The respective owners’ associations operate the north and south garages, and costs are borne by unit holders pro rata. The loan documents provide for personal liability to the borrower and the guarantor for losses resulting from any condominium regime’s being amended, modified, cancelled, terminated or withdrawn, in each case without lender’s consent.
18	Twelve Oaks Mall (Loan No. 1)	The Mortgaged Property is security for three senior pari passu loans aggregating $200,000,000, and three subordinated pari passu loans aggregating $100,000,000.  (i)Leased Fee. The Nordstrom parcel is a leased fee, where tenant or other non-borrower party constructed improvements and either maintains its own insurance or self-insures. Subject to applicable restoration obligations, casualty proceeds are payable to tenant or other non-borrower party and/or its leasehold mortgagee.  (ii)Property Insurance Deductible.  The loan documents permit a property insurance deductible of up to $250,000. The in-place coverage provides for a $250,000 deductible.  (iii)Permitted Liability Insurance SIR up to $250,000. The loan documents permit a liability insurance deductible or self-insured retention up to $250,000. The in-place liability insurance SIR is $100,000.
18	Airport Business Center (Loan No. 5)	The Mortgaged Property is security for three pari passu loans aggregating $150,000,000, and is comprised of 68 industrial/ flex buildings of 1-2 stories each. The loan documents require rent loss

D-2-3

Wells Fargo Bank, National Association
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of the Exception
		coverage for 12 months with an extended period of indemnity of 12 months.  The in-place rent loss coverage is for 12 months with an extended period of indemnity of 12 months.
18	One Lincoln Station (Loan No. 11)	The Mortgaged Property is a 147,184 sf office building that includes condominium interests as follows: (i) a 50% ownership interest in the south (Kaiser) parking garage, with 195 parking spaces allocable to the mortgaged property; and (ii) a 14.74% ownership interest (leasehold) in the north (RTD) parking garage, with 273 parking spaces allocable to the mortgaged property. The respective owners’ associations operate the north and south garages, and costs are borne by unit holders pro rata; in addition, such associations maintain property and liability insurance, and control the disbursement of available casualty proceeds, which they are obligated to use for restoration. The loan documents provide for personal liability to the borrower and the guarantor for losses resulting from any condominium regime’s being amended, modified, cancelled, terminated or withdrawn, in each case without lender’s consent.
18	27 Orinda Way (Loan No. 28)	(i)Tenant Self-Insurance Rights. The borrower’s obligation to provide required insurance (including property, rent loss, and terrorism coverage) is suspended if tenant (Rite Aid) elects to self-insure or provide third party insurance in accordance with its lease.  The lease provides that the tenant may self-insure if it maintains net working capital of at least $250 million.  If the tenant provides third party insurance, the lease requires property insurance, but excludes rent loss and terrorism coverages.  As of loan origination, the tenant had not elected to self-insure, and the tenant-provided third party insurance otherwise satisfied the insurance requirements of this representation. The tenant has no rent abatement or termination remedies for any reason during the loan term.  (ii)Tenant Control over Available Proceeds Disbursement. In the event of a casualty, the tenant controls the disbursement of available casualty proceeds.
26	Northwest Hotel Portfolio (Loan No. 6)	The Mortgaged Property is security for three pari passu senior loans aggregating $113,220,258.  For one of the constituent properties (the Overland Road/Hampton Inn property, Boise, Idaho, having an allocated loan amount of $18,076,087 or approximately 16.0% of the original principal amount), 133 hotel rooms are in use, but only 129 are permitted by current zoning. The loan documents require the borrower to take the non-complying rooms out of service in the event of a casualty or City enforcement action. Further, the loan documents provide for personal liability to the guarantors for losses related to increased restoration costs or lesser revenue associated with the non-complying rooms. If the non-complying rooms are excluded from loan underwriting, property-level DSCR declines from 1.62x to 1.57x and debt yield declines from 11.4% to 11.1% for subject property. On a portfolio-level basis, DSCR declines 1.78x to 1.77x and debt yield declines from 12.5% to 12.4%.
26	Boca Chica Plaza (Loan No. 24)	Certain improvements at the Mortgaged Property encroach into side setback areas by as much as 2.9 feet, which constitutes a zoning violation.  The improvements were constructed in 1982. The sponsor acquired the Mortgaged Property in 2005. Based on discussions with City planning staff, the zoning report obtained at loan origination includes comments suggestive of a lesser enforcement posture: “the deficiency is considered nonconforming, but the City will not ‘punish the current owner for past development mistake”.

D-2-4

Wells Fargo Bank, National Association
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of the Exception
27	One Dulles Tower (Loan No. 4)	The Mortgaged Property is security for two pari passu senior loans aggregating to $152,000,000. Amazon Web Services (single tenant), pursuant to its lease that commenced on October 1, 2017, is occupying the Tier 1 space (floors 1-7) and is in the process of completing the Tier 2 space (floors 8-13).  The Tier 2 space is expected to be completed in May 2018. The tenant is responsible for obtaining the Non-Residential Use Permit for such Tier 2 space. The tenant’s lease payment obligations are guaranteed by its parent, Amazon.com, Inc., which is rated “Baa1” by Moody’s and “AA-“  by S&P.  The parent’s payment guaranty is subject to a cap of $53,600,646, which is reduced monthly, to a minimum of $26,907,558 in August 2024.  The Mortgage Loan’s LTV is presented on an as-stabilized basis, which assumes that contractual tenant improvement and leasing commission obligations have been fulfilled and there is no outstanding free rent.  A rent concession and gap rent reserve in the amount of $15,974,928 and an outstanding TI/LC reserve in the amount of $26,466,135 were deposited with lender at loan origination. The loan documents include a borrower covenant to obtain (or cause the tenant to obtain) the Non-Residential Use Permit. Further, the lease requires the tenant to obtain the Non-Residential Use Permit as a condition to the landlord’s reimbursing the tenant for tenant improvements.
28	All Wells Fargo Mortgage Loans (Loan Nos. 1, 3, 4, 5, 6, 11, 21, 24, 28)	With respect to actions or events triggering recourse to the borrower or guarantor, the loan documents may provide additional qualifications or limitations, or recast the effect of a breach from springing recourse to a losses carve-out, in circumstances where, apart from identified bad acts of the borrower or guarantor, the property cash flow is inadequate for debt service or other required payments, the effect of the exercise of lender remedies restricts the borrower's access to adequate property cash flow for such purposes, inadequate property cash flow results in involuntary liens from other creditors, or there are lesser violations of the triggering actions or events, including transfer violations that do not result in a property transfer or a change in control of the borrower, related to the borrower's inadvertent failure to provide adequate notice or timely or complete information otherwise required by the loan documents, or otherwise obtain necessary prior approval therefor.
31	All Wells Fargo Mortgage Loans (Loan Nos. 1, 3, 4, 5, 6, 11, 21, 24, 28)	To the extent exceptions have been taken to the Insurance representation (#18) for failure to provide required insurance, such as self-insurance and leased fee situations, such exceptions also apply to the Acts of Terrorism representation.
36	One Lincoln Station (Loan No. 11)	The Mortgaged Property is a 147,184 sf office building that includes a leasehold interest in the north (RTD) parking garage, with 273 parking spaces allocable to the Mortgaged Property. The leasehold interest is one unit having a 14.74% voting rights interest in a two-unit condominium regime. Including the 273 parking spaces within such north parking garage, the Mortgaged Property has access rights to 708 parking spaces. Current zoning requires 368 parking spaces. The ground lease is with the Colorado Regional Transportation District, and the initial term expires March 22, 2106 (the loan matures April 11, 2028). Rent for the entire initial term was nominal and has been fully paid. The loan documents provide for springing recourse to the guarantor in the event that the ground lease is terminated. The loan documents further require the borrower to use commercially reasonable efforts to obtain an estoppel from the

D-2-5

Wells Fargo Bank, National Association
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of the Exception
		ground lessor, which was submitted to the ground lessor prior to loan origination but is still pending. Variations: (K) In the event of a total or substantially total casualty or condemnation, available proceeds are distributed to owners in accordance to their respective interests (not, first, to the debt). (L) The ground lease does not provide that the ground lessor will enter into a new lease with the lender upon termination of the ground lease for any reason. The ground lease does not provide the ground lessor with a termination remedy if the ground lessee defaults; rather, the ground lessor’s sole remedies are to either (i) bring suit for collection of rent or other amounts for which the ground lessee may be in default, without terminating the ground lease, or for performance of any other covenant or agreement of the ground lessee and/or (ii) the ground lessor may cure such default and seek reimbursement from the ground lessee. The related owners’ association is responsible for maintenance of the north (RTD) parking garage.

D-2-6

Bank of America, National Association
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of the Exception
8	Prescott Valley Crossroads (Loan No. 8)	A pad tenant, JPMorgan Chase Bank, National Association, has a right of first refusal to purchase the underlying land if the JPMorgan Chase Bank, National Association portion of the related Mortgaged Property is offered for sale by the related Mortgagor during the first 10 years of the lease term (which commenced October 6, 2009). The JPMorgan Chase Bank, National Association right of first refusal does not apply to a sale of the entire related Mortgaged Property.
8	Crescendo Las Vegas Self Storage Portfolio (Loan No. 17)	A cell phone tower tenant, SBA Steel LLC, has a right of first refusal in connection with any proposed bona fide offer to purchase such Mortgaged Property by any person or entity that, directly or indirectly, owns or operates towers or communications facilities, or is in the business of acquiring, in whole or in part, fee title, tenancy rights, licensing rights, easement rights, contract rights, economic rights or any other type of right or interest in real property and/or leases in, under or around towers or communications facilities. The SBA Steel LLC right of first refusal is not extinguished by foreclosure; however, the SBA Steel LLC right of first refusal does not apply to foreclosure or deed-in-lieu thereof.
18	All Bank of America Mortgage Loans (Loan Nos. 2, 7, 8, 10, 17, 20, 23, 26, 27, 33, 41, 42)	All exceptions to Representation 31 set forth below for all Bank of America mortgage loans are also exceptions to this Representation 18.
18	Extra Space - TIAA Self Storage Portfolio (Loan No. 2)	With respect to multi-layered policies, the Mortgage Loan documents permit coverage with more than one insurance company as follows, (A) if four (4) or fewer insurance companies issue the insurance policies in the first layer of coverage, then at least 75% of the insured amount must be provided by insurance companies with a claims paying ability rating of “A” or better by S&P (and the equivalent ratings by Moody’s, Fitch and DBRS to the extent each such rating agency rates the insurance company and is rating the securities secured by the related Mortgage Loan), with no carrier below “BBB” or (B) if five (5) or more insurance companies issue the insurance policies in the first layer of coverage, then at least 60% of the insured amount is required to be provided by insurance companies with a claims paying ability rating of “A” or better by S&P (and the equivalent ratings by Moody’s, Fitch and DBRS to the extent each such rating agency rates the insurance company and is rating the securities secured by the related Mortgage Loan), with no carrier below “BBB”.
18	The Gateway (Loan No. 10)	With respect to multi-layered policies, the Mortgage Loan documents permit coverage with more than one insurance company as follows, (A) if four (4) or fewer insurance companies issue the insurance policies, then at least 75% of the insurance coverage represented by the insurance policies must be provided by insurance companies with a rating of “A” or better by S&P and “A2” or better by Moody’s, to the extent Moody’s rates the securities secured by the related Mortgage Loan and rates the applicable carrier, and “A” or better by Fitch, to the extent Fitch rates the securities secured by the related Mortgage Loan and rates the applicable carrier, with no carrier below “BBB” by S&P and “Baa2” or better by Moody’s, to the extent Moody’s rates the securities secured by the related Mortgage Loan and rates the

D-2-7

Bank of America, National Association
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of the Exception
		applicable carrier, and “BBB” or better by Fitch, to the extent Fitch rates the securities secured by the related Mortgage Loan and rates the applicable carrier, or (B) if five (5) or more insurance companies issue the insurance policies, then at least sixty percent (60%) of the insurance coverage represented by the insurance policies must be provided by insurance companies with a rating of “A” or better by S&P and “A2” or better by Moody’s, to the extent Moody’s rates the securities secured by the related Mortgage Loan and rates the applicable carrier, and “A” or better by Fitch, to the extent Fitch rates the securities secured by the related Mortgage Loan and rates the applicable carrier, with no carrier below “BBB” by S&P and “Baa2” or better by Moody’s, to the extent Moody’s rates the securities secured by the related Mortgage Loan and rates the applicable carrier, and “BBB” or better by Fitch, to the extent Fitch rates the securities secured by the related Mortgage Loan and rates the applicable carrier.
18	Extra Space - TIAA Self Storage Portfolio (Loan No. 2)	The related borrower is only required to carry business interruption insurance covering a period continuing until the restoration is complete or the expiration of eighteen (18) months, whichever first occurs, with an extended period of indemnity endorsement which provides that after restoration, the continued loss of income will be insured until such income either returns to the same level it was at prior to the loss, or the expiration of twelve (12) months from the date that the Mortgaged Property is restored and operations are resumed, whichever first occurs.
18	North Bay Portfolio (Loan No. 7)	The related borrower is only required to carry business interruption insurance covering a period continuing until the restoration is complete or the expiration of eighteen (18) months, whichever first occurs, with an extended period of indemnity endorsement which provides that after restoration, the continued loss of income will be insured until such income either returns to the same level it was at prior to the loss, or the expiration of six (6) months from the date that the Mortgaged Property is restored and operations are resumed, whichever first occurs.
18	The Gateway (Loan No. 10)	The related borrower is only required to carry business interruption insurance covering a period continuing until the restoration is complete or the expiration of twenty-four (24) months, whichever first occurs, with an extended period of indemnity endorsement which provides that after restoration, the continued loss of income will be insured until such income either returns to the same level it was at prior to the loss, or the expiration of twelve (12) months from the date that the Mortgaged Property is restored and operations are resumed, whichever first occurs.
18	Prescott Valley Crossroads (Loan No. 8) Crescendo Las Vegas Self Storage Portfolio (Loan No. 17) Miami Heights MHC	The related borrower is only required to carry business interruption insurance covering a period continuing until the restoration is complete or the expiration of twelve (12) months, whichever first occurs, with an extended period of indemnity endorsement which provides that after restoration, the continued loss of income will be insured until such income either returns to the same level it was at prior to the loss, or the expiration of six (6) months from the date that the Mortgaged Property is restored and operations are resumed, whichever first occurs.

D-2-8

Bank of America, National Association
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of the Exception
	(Loan No. 20) Sparrows Lodge (Loan No. 26) Peter Pan MHC (Loan No. 27) Skylark MHC (Loan No. 33) Jonesboro Self Storage (Loan No. 41) Rio Seco MHC (Loan No. 42)
18	Extra Space - TIAA Self Storage Portfolio (Loan No. 2)	The related Mortgage Loan documents provide that the threshold at which the lender retains the right to hold and disburse insurance proceeds to be applied for repair or restoration is equal to the greater of (i) $250,000 and (ii) 2.0% of the Allocated Loan Amount (as set forth in the related Mortgage Loan agreement) with respect to such individual Mortgaged Property.
18	North Bay Portfolio (Loan No. 7) Prescott Valley Crossroads (Loan No. 8)	The related Mortgage Loan documents provide that the threshold at which the lender retains the right to hold and disburse insurance proceeds to be applied for repair or restoration is equal to the lesser of (i) 5% of the outstanding principal balance of the related Mortgage Loan or (ii) $1,000,000.
18	The Gateway (Loan No. 10)	The related Mortgage Loan documents provide that the threshold at which the lender retains the right to hold and disburse insurance proceeds to be applied for repair or restoration is equal to $14,000,000.
26	Extra Space - TIAA Self Storage Portfolio (Loan No. 2)	Extra Space Washington. Self storage is a permitted use by special exception permit. The applicable zoning ordinance provides that if the structure damaged to an extent of more than 75% and if the structure is nonconforming only with respect to percentage of lot occupancy the structure may be reconstructed or restored to its previous condition or to a more conforming condition, even if that condition does not comply with the applicable percentage of lot occupancy. The applicable zoning ordinance also provides that if the structure damaged to an extent of 75% or less of the cost of reconstructing the entire structure, the structure may be restored or reconstructed to its previous condition or to a more conforming condition; provided, that the reconstruction or restoration must be started within twenty-four (24) months of the date of the destruction and continued diligently to completion. Extra Space Norwalk. Self storage is permitted only if a conditional use permit is obtained. The applicable zoning ordinance provides that if structural damage to the Mortgaged Property is 50% or more, the entire structure of the Mortgaged Property must be brought into

D-2-9

Bank of America, National Association
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of the Exception
		conformance with all current building codes. Extra Space Westminster. Self storage is a permitted use by special exception permit. The applicable zoning ordinance provides that nonconforming structures damaged or destroyed due to an involuntary catastrophic event (e.g., fire, earthquake, or other calamity) may be reconstructed or replaced provided: (A) the new structure must comply with the development standards in effect when the damaged or destroyed structure(s) was originally constructed (provided however, that the new structure(s) must contain no more dwelling units and/or floor area than the damaged structure(s)); (B) all new construction shall comply with the current building and fire code requirements; and (C) a building permit for reconstruction must be obtained no later than eighteen (18) months after the date of destruction, and construction must be pursued diligently to completion. Extra Space Essex. Self storage is a permitted use by special exception permit. The applicable zoning ordinance provides that a structure damaged to any extent or destroyed by fire or other casualty may be restored within two (2) years after such destruction or damage but may not be enlarged. Extra Space Haverhill. Self storage is a permitted use by special exception permit. The applicable zoning ordinance provides that any nonconforming structure damaged by fire, explosion or other catastrophe up to 100% of its equalized valuation may be rebuilt or restored and used as previously or for a permitted use, provided that: (1) the owner of said premises must start operations for restoration or rebuilding on said premises within twelve (12) months after such catastrophe; (2) the buildings as restored must be only as great in area as the original nonconforming structure. However, the applicable zoning ordinance provides that if any nonconforming structure is damaged to the extent of 100% or more than its equalized valuation, it may not be rebuilt or restored as a nonconforming structure nor may it be occupied by a nonconforming use, and the building remains must be demolished and removed from the site or repaired to conform to the zoning code. Extra Space Shrewsbury. Self storage is a permitted use by special exception permit. The applicable zoning ordinance provides that upon the issuance of a special permit by the zoning board of appeals (A) buildings or structures may be altered, reconstructed, expanded, enlarged or changed provided that the extent of non-conforming uses may be increased insofar as they are confined to the lot as it existed on the date of the adoption of the related bylaw, and will be subject to all other provisions of the applicable zoning district and (B) a non-conforming use may only be changed to a similar use or a less restricted use. Extra Space Enfield. Self storage is a legal non-conforming use. Rebuild clause allows reconstruction without conformance to zoning code, provided the related building or structure damaged or destroyed by fire, explosion or natural disaster may be reconstructed, repaired, or rebuilt only to its previous floor area, cubical content and exterior appearance provided such reconstruction or rebuilding is commenced within six (6) months of such damage. Changes to the exterior appearance of a building may

D-2-10

Bank of America, National Association
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of the Exception
		be permitted following approval of a site plan by the planning commission when the planning commission determines that such change is more compatible with the surrounding neighborhood.
26	The Gateway (Loan No. 10)	Residential (due to maximum density) and office are a legal non-conforming uses and (A) the rear setback is encroached by as much as 68.55 feet, (B) the maximum height is exceeded by as much as 20.5 feet, (C) the minimum open space is deficient by as much as 54,712 square feet, (D) the maximum density is exceed by as much as 13,887 square feet and (E) the maximum parking spaces are exceeded by as many as 153 spaces.  A nonconforming structure occupied by a nonconforming use that is damaged or destroyed by fire, or other calamity, or by Act of God, or by the public enemy, may be restored to its former condition and use; provided that such restoration is permitted by the related building code, the structure's owner files a building permit application to restore the structure to its former condition within eighteen months of the fire or other calamity or Act of God and use and diligently prosecuted to completion. No nonconforming structure that is voluntarily razed or required by law to be razed by the owner thereof may thereafter be restored except in full conformity with the requirements of the related zoning code.
26	Crescendo Las Vegas Self Storage Portfolio (Loan No. 17)	With respect to the StorageOne at Lone Mountain Mortgaged Property: Self storage is permitted use by special use permit.  The applicable zoning ordinance provides that if structural damage to the Mortgaged Property is 50% or more, the entire structure of the Mortgaged Property must be brought into conformance with all current building codes. The applicable zoning ordinance also provides that a nonconforming building which has been damaged or partially destroyed by fire, flood, wind, another calamity or an act of God must be repaired, moved, remodeled or altered entirely in conformity with the provisions of this title or entirely demolished within a period of 90 days from the date of such damage when the extent of damage or destruction is more than 50% of its replacement value. The applicable zoning ordinance also provides that the related City Council may extend this period for an additional 90 days, provided the public health, safety and welfare is not jeopardized.
26	Peter Pan MHC (Loan No. 27)	A manufactured housing community is permitted through resolutions. The applicable zoning ordinance provides that if structural damage to the Mortgaged Property is 50% or more, the entire structure of the Mortgaged Property must be brought into conformance with all current building codes.
26	Skylark MHC (Loan No. 33)	A manufactured housing community is a legal non-conforming use. The applicable zoning code provides that a nonconforming structure may be rebuilt to the identical use and original floor area, providing the structure otherwise complies with the design requirements of such zoning code and that on-site parking be replaced to the ratio existing at the time of such destruction.
26	Jonesboro Self Storage (Loan No. 41)	Self storage is permitted only if a conditional use permit is obtained. The applicable zoning code provides that a nonconforming structure may be rebuilt, however, no such nonconforming structure may be

D-2-11

Bank of America, National Association
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of the Exception
		enlarged or altered in a way which increases its nonconformity.
26	Rio Seco MHC (Loan No. 42)	A manufactured housing community is a legal non-conforming use. The applicable zoning code provides that a nonconforming structure which has been damaged by fire, windstorm, flood, or some similar abnormal and identifiable event, for which the cost of restoring the structure to its original condition is (A) up to 50% of the assessed valuation, may be reconstructed and used as before provided that a building permit is secured, reconstruction is started within two years from the date of damage, and such reconstruction is diligently pursued to completion. During this period, the Mortgaged Property must be maintained in a manner that does not create a life safety or hazardous condition or (B) 51% or more of its most recent, pre-damage assessed valuation, may not be restored, reconstructed, replaced or used except in conformity with the provisions of the zoning district it is located in and to the related zoning ordinance.
28	All Bank of America Mortgage Loans (Loan Nos. 2, 7, 8, 10, 17, 20, 23, 26, 27, 33, 41, 42)	The related loan documents do not use the exact phrase “intentional material physical waste” and the recourse liability of the related guarantor with respect to waste is generally limited to when there is sufficient cash flow from the operation of the Mortgaged Property to avoid such waste from occurring.
28	The Gateway (Loan No. 10)	There is no separate guarantor of recourse obligations.  The full recourse and losses carveouts in the related Mortgage Loan documents are recourse only to the borrower and the borrower is the only indemnitor under the environmental indemnity agreement.
30	Extra Space - TIAA Self Storage Portfolio (Loan No. 2)	The related Mortgage Loan documents do not specifically require the related Borrowers to combine their balance sheets and/or statement of income for the Mortgaged Properties on a combined basis.
31	The Gateway (Loan No. 10)	If the Terrorism Risk Insurance Program Reauthorization Act of 2015 or any replacement, reauthorization or extension thereof is not in effect, then the related Mortgagor will not be required to spend on the premium for terrorism insurance coverage more than two (2) times the amount of the then-current insurance premium that is payable in respect of the property and business interruption/rental loss insurance required under the Loan Documents (without giving effect to the cost of terrorism, flood, wind and/or earthquake components of such property and business interruption/rental loss insurance) at the time that such terrorism coverage is excluded from the applicable Policy (provided that the related Mortgagor will be obligated to purchase the maximum amount of terrorism coverage available with funds equal to such cap to the extent such coverage is available).
31	Crescendo Las Vegas Self Storage Portfolio (Loan No. 17) Sparrows Lodge (Loan No. 26)	If the Terrorism Risk Insurance Act of 2002, as extended and modified by the Terrorism Risk Insurance Program Reauthorization Act of 2007 or subsequent statute, extension, or reauthorization is not in effect, then the related Mortgagor will not be required to spend on the premium for terrorism insurance coverage more than two (2) times the amount of the insurance premium for a separate “Special Form” or “All Risks” policy or equivalent policy insuring only the related Mortgaged Property on a stand-alone basis under the

D-2-12

Bank of America, National Association
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of the Exception
	Peter Pan MHC (Loan No. 27) Skylark MHC (Loan No. 33) Rio Seco MHC (Loan No. 42)	related Mortgage Loan agreement (provided that the related Mortgagor will be obligated to purchase the maximum amount of terrorism coverage available with funds equal to such cap to the extent such coverage is available).
33	Prescott Valley Crossroads  (Loan No. 8)	The related Mortgage Loan has a Cut-off Date Balance in excess of $30 million, however, no counsel’s opinion regarding non-consolidation of the Mortgagor was obtained with respect to closing of the Mortgage Loan.
33	Extra Space - TIAA Self Storage Portfolio (Loan No. 2)	Mortgagor is a recycled Single-Purpose Entity that previously owned parcels of land other than the Mortgaged Property. The related Mortgagor provided Phase I environmental reports with respect to the previously owned parcels of land and made standard representations and warranties, including backwards representations and warranties where required to complete coverage, the recourse carveout guaranty includes coverage with respect to violations of such Single-Purpose Entity representations and warranties, and the environmental indemnification agreement includes indemnification for environmental liabilities arising from the previously owned property.
33	The Gateway (Loan No. 10) Miami Heights MHC (Loan No. 20)	Mortgagor is a recycled Single-Purpose Entity, however, the related Mortgagor made standard representations and warranties, including backwards representations and warranties where required to complete coverage, and the recourse carveout guaranty includes coverage with respect to violations of such Single-Purpose Entity representations and warranties.

D-2-13

National Cooperative Bank, N.A.
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of the Exception
9	83-10 35th Avenue Owner’s Corp. (Loan No. 32) Thornycroft Tenants’ Corp. (Loan No. 35) 5601 Riverdale Owners Corp. (Loan No. 38) Kent Bentley Apartments, Inc. (Loan No. 34)	The referenced Mortgaged Property is encumbered by a subordinate credit line mortgage in the original principal amount of $250,000.00; as of the Cut-off Date, no advances have been made under such subordinate credit line mortgage.
9	44-46 West 65th Apartment Corp. (Loan No. 40) 3600 Fieldston Road Apartment Corporation (Loan No. 30) Booth Street Owners Corp. (Loan No. 25) Wesley House Ltd. (Loan No. 29) Bay Terrace Cooperative Section VIII, Inc. (Loan No. 22) 35 W. 9 Owners Corp. (Loan No. 31) 300 E. 85th Housing Corp. (Loan No. 13)	The referenced Mortgaged Property is encumbered by a subordinate credit line mortgage in the original principal amount of $500,000.00; as of the Cut-off Date, no advances have been made under such subordinate credit line mortgage.
9	Burnham House, Inc. (Loan No. 37)	The referenced Mortgaged Property is encumbered by a subordinate credit line mortgage in the original principal amount of $1,000,000.00; as of the Cut-off Date, no advances have been made under such subordinate credit line mortgage.
9	Lenox Manor Owners, Inc.; Compark Owners Corp. (Loan No. 39)	The referenced Mortgaged Property is encumbered by a subordinate credit line mortgage in the original principal amount of $1,500,000.00; as of the Cut-off Date, no advances have been made under such subordinate credit line mortgage.
18	All of the Mortgage Loans secured by residential cooperative properties (Loan Nos. 13, 22, 25, 29, 30, 31, 32, 34, 35, 37, 38, 39, 40)	The Mortgage Loan documents evidencing the Mortgage Loans secured by residential cooperatives require the related Mortgagors, if and to the extent the related Mortgaged Property is identified by the Secretary of Housing and Urban Development as having special flood hazards, to maintain insurance against loss by flood hazards in an amount equal to the lesser of (i) the outstanding principal balance of the related Mortgage Loan or (ii) the maximum amount available under the National Flood Insurance Program.

D-2-14

National Cooperative Bank, N.A.
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of the Exception
28	All of the Mortgage Loans secured by residential cooperative properties (Loan Nos. 13, 22, 25, 29, 30, 31, 32, 34, 35, 37, 38, 39, 40)	All of the Mortgage Loans secured by residential cooperative properties are fully recourse to the related Mortgagors.  There are no guarantors for any of the Mortgage Loans secured by residential cooperative properties.
30	All of the Mortgage Loans secured by residential cooperative properties (Loan Nos. 13, 22, 25, 29, 30, 31, 32, 34, 35, 37, 38, 39, 40)	The Mortgage Loans secured by residential cooperative properties do not require the Mortgagor to provide the owner or holder of such Mortgage Loans with quarterly operating statements or quarterly rent rolls.
31	All of the Mortgage Loans secured by residential cooperatives (Loan Nos. 13, 22, 25, 29, 30, 31, 32, 34, 35, 37, 38, 39, 40)	The related Mortgage Loan documents evidencing the Mortgage Loans secured by residential cooperatives do not contain an express requirement indicating that if TRIPRA or a similar or subsequent statute is not in effect, that the Mortgagor under each such Mortgage Loan is required to carry terrorism insurance, but in such event the related Mortgagor shall not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable in respect of the related Mortgaged Property and business interruption/rental loss insurance required under the related Mortgage Loan documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance) at the time of the origination of such Mortgage Loan, and if the cost of terrorism insurance exceeds such amount, the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount.
32	All of the Mortgage Loans secured by residential cooperatives (Loan Nos. 13, 22, 25, 29, 30, 31, 32, 34, 35, 37, 38, 39, 40)	All of the Mortgage Loans secured by residential cooperative properties permit, without the prior written consent of the holder of the related Mortgage, transfers of stock of the related Mortgagor in connection with the assignment of a proprietary lease for an apartment unit by a tenant-shareholder of the related Mortgagor to other persons who by virtue of such transfers become tenant-shareholders in the related Mortgagor.
33	All of the Mortgage Loans secured by residential cooperatives (Loan Nos. 13, 22, 25, 29, 30, 31, 32, 34, 35, 37, 38, 39, 40)	The Mortgagors under the Mortgage Loans secured by residential cooperative properties are not Single-Purpose Entities.
45	44-46 West 65th Apartment Corp. (Loan No. 40) 5601 Riverdale Owners Corp. (Loan No. 38) 83-10 35th Avenue Owner’s Corp. (Loan No. 32)	The appraisals for the referenced Mortgaged Properties are not signed by an appraiser that is a Member of the Appraisal Institute.

D-2-15

National Cooperative Bank, N.A.
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of the Exception
	Bay Terrace Cooperative Section VIII, Inc. (Loan No. 22) Burnham House, Inc. (Loan No. 37) Kent Bentley Apartments, Inc. (Loan No. 34) Lenox Manor Owners, Inc.; Compark Owners Corp. (Loan No. 39)

D-2-16

Annex E

CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE

	Class A-SB Planned		Class A-SB Planned
Distribution Date	Principal Balance ($)	Distribution Date	Principal Balance ($)
May 2018	31,500,000.00	April 2023	31,444,812.63
June 2018	31,500,000.00	May 2023	30,936,169.64
July 2018	31,500,000.00	June 2023	30,465,926.39
August 2018	31,500,000.00	July 2023	29,953,381.41
September 2018	31,500,000.00	August 2023	29,479,089.95
October 2018	31,500,000.00	September 2023	29,002,844.65
November 2018	31,500,000.00	October 2023	28,484,467.22
December 2018	31,500,000.00	November 2023	28,004,124.75
January 2019	31,500,000.00	December 2023	27,481,765.89
February 2019	31,500,000.00	January 2024	26,997,292.80
March 2019	31,500,000.00	February 2024	26,510,823.75
April 2019	31,500,000.00	March 2024	25,942,672.36
May 2019	31,500,000.00	April 2024	25,451,858.86
June 2019	31,500,000.00	May 2024	24,919,324.81
July 2019	31,500,000.00	June 2024	24,424,295.25
August 2019	31,500,000.00	July 2024	23,887,664.27
September 2019	31,500,000.00	August 2024	23,388,384.24
October 2019	31,500,000.00	September 2024	22,887,046.96
November 2019	31,500,000.00	October 2024	22,344,286.46
December 2019	31,500,000.00	November 2024	21,838,647.23
January 2020	31,500,000.00	December 2024	21,291,706.33
February 2020	31,500,000.00	January 2025	20,781,730.04
March 2020	31,500,000.00	February 2025	20,269,652.23
April 2020	31,500,000.00	March 2025	19,638,435.56
May 2020	31,500,000.00	April 2025	19,116,865.88
June 2020	31,500,000.00	May 2025	18,553,722.86
July 2020	31,500,000.00	June 2025	18,027,683.36
August 2020	31,500,000.00	July 2025	17,460,196.78
September 2020	31,500,000.00	August 2025	16,929,650.98
October 2020	31,500,000.00	September 2025	16,396,918.60
November 2020	31,500,000.00	October 2025	15,822,928.23
December 2020	31,500,000.00	November 2025	15,285,634.91
January 2021	31,500,000.00	December 2025	14,707,212.44
February 2021	31,500,000.00	January 2026	14,165,320.93
March 2021	31,500,000.00	February 2026	13,621,195.89
April 2021	31,500,000.00	March 2026	12,958,748.02
May 2021	31,500,000.00	April 2026	12,409,650.85
June 2021	31,500,000.00	May 2026	11,819,758.02
July 2021	31,500,000.00	June 2026	11,265,966.32
August 2021	31,500,000.00	July 2026	10,671,511.58
September 2021	31,500,000.00	August 2026	10,112,987.02
October 2021	31,500,000.00	September 2026	9,552,160.06
November 2021	31,500,000.00	October 2026	8,950,868.82
December 2021	31,500,000.00	November 2026	8,385,251.56
January 2022	31,500,000.00	December 2026	7,779,305.35
February 2022	31,500,000.00	January 2027	7,208,858.67
March 2022	31,500,000.00	February 2027	6,636,060.23
April 2022	31,500,000.00	March 2027	5,947,606.56
May 2022	31,500,000.00	April 2027	5,369,609.60
June 2022	31,500,000.00	May 2027	4,751,633.42
July 2022	31,500,000.00	June 2027	4,168,705.96
August 2022	31,500,000.00	July 2027	3,545,938.58
September 2022	31,500,000.00	August 2027	2,958,040.38
October 2022	31,500,000.00	September 2027	2,367,718.14
November 2022	31,500,000.00	October 2027	1,737,764.88
December 2022	31,500,000.00	November 2027	1,142,411.52
January 2023	31,500,000.00	December 2027	507,569.25
February 2023	31,500,000.00	January 2028 and
March 2023	31,500,000.00	thereafter	0.00

E-1

[THIS PAGE INTENTIONALLY LEFT BLANK]

No dealer, salesman or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

TABLE OF CONTENTS 

Summary of Certificates	3
Important Notice Regarding the Offered Certificates	14
Important Notice About Information Presented in this Prospectus	14
Summary of Terms	22
Risk Factors	61
Description of the Mortgage Pool	158
Transaction Parties	257
Credit Risk Retention	326
Description of the Certificates	329
Description of the Mortgage Loan Purchase Agreements	369
Pooling and Servicing Agreement	381
Certain Legal Aspects of Mortgage Loans	515
Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties	534
Pending Legal Proceedings Involving Transaction Parties	536
Use of Proceeds	537
Yield and Maturity Considerations	537
Material Federal Income Tax Considerations	550
Certain State and Local Tax Considerations	565
Method of Distribution (Underwriter)	565
Incorporation of Certain Information by Reference	569
Where You Can Find More Information	569
Financial Information	570
Certain ERISA Considerations	570
Legal Investment	576
Legal Matters	576
Ratings	576
Index of Defined Terms	579

Until ninety days after the date of this prospectus, all dealers that buy, sell or trade the offered certificates, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

$576,153,000
(Approximate)

Morgan Stanley Capital I
Inc.

Depositor

BANK 2018-BNK11

Issuing Entity

Commercial Mortgage Pass-Through
Certificates,
Series 2018-BNK11

Class A-1	$	21,300,000
Class A-SB	$	31,500,000
Class A-2	$	195,000,000
Class A-3	$	209,853,000
Class X-A	$	457,653,000
Class X-B	$	88,262,000
Class A-S	$	38,410,000
Class B	$	49,852,000
Class C	$	30,238,000

PROSPECTUS

Morgan Stanley

Co-Lead Manager and Joint Bookrunner

Wells Fargo Securities

Co-Lead Manager and Joint Bookrunner

BofA Merrill Lynch

Co-Lead Manager and Joint Bookrunner

Academy Securities, Inc.

Co-Manager

Drexel Hamilton

Co-Manager

April 16, 2018