Wells Fargo Commercial Mortgage Securities FWP Free writing prospectus

		FREE WRITING PROSPECTUS
		FILED PURSUANT TO RULE 433
		REGISTRATION FILE NO.: 333-226486-13

Free Writing Prospectus

Structural and Collateral Term Sheet

$962,831,712

(Approximate Initial Pool Balance)

Wells Fargo Commercial Mortgage Trust 2020-C55

as Issuing Entity

Wells Fargo Commercial Mortgage Securities, Inc.

as Depositor

Wells Fargo Bank, National Association

Barclays Capital Real Estate Inc.

Rialto Mortgage Finance, LLC

Ladder Capital Finance, LLC

Rialto Real Estate Fund IV – Debt, LP

Argentic Real Estate Finance LLC

as Sponsors and Mortgage Loan Sellers

Commercial Mortgage Pass-Through Certificates
Series 2020-C55

January 28, 2020

WELLS FARGO
SECURITIES

Co-Lead Manager and
Joint Bookrunner

BARCLAYS

Co-Lead Manager and

Joint Bookrunner

Academy Securities

Co-Manager

Drexel Hamilton

Co-Manager

STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) (SEC File No. 333-226486) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any underwriter, or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8 a.m. – 5 p.m. EST) or by emailing wfs.cmbs@wellsfargo.com.

Nothing in this document constitutes an offer of securities for sale in any jurisdiction where the offer or sale is not permitted. The information contained herein is preliminary as of the date hereof, supersedes any such information previously delivered to you and will be superseded by any such information subsequently delivered and ultimately by the final prospectus relating to the securities. These materials are subject to change, completion, supplement or amendment from time to time.

This free writing prospectus has been prepared by the underwriters for information purposes only and does not constitute, in whole or in part, a prospectus for the purposes of Directive 2003/71/EC (as amended) and/or Part VI of the Financial Services and Markets Act 2000, as amended, or other offering document.

STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES, PRICING ESTIMATES AND OTHER INFORMATION

The attached information contains certain tables and other statistical analyses (the “Computational Materials”) which have been prepared in reliance upon information furnished by the Mortgage Loan Sellers. Numerous assumptions were used in preparing the Computational Materials, which may or may not be reflected herein. As such, no assurance can be given as to the Computational Materials’ accuracy, appropriateness or completeness in any particular context; or as to whether the Computational Materials and/or the assumptions upon which they are based reflect present market conditions or future market performance. The Computational Materials should not be construed as either projections or predictions or as legal, tax, financial or accounting advice. You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these securities. Any weighted average lives, yields and principal payment periods shown in the Computational Materials are based on prepayment and/or loss assumptions, and changes in such prepayment and/or loss assumptions may dramatically affect such weighted average lives, yields and principal payment periods. In addition, it is possible that prepayments or losses on the underlying assets will occur at rates higher or lower than the rates shown in the attached Computational Materials. The specific characteristics of the securities may differ from those shown in the Computational Materials due to differences between the final underlying assets and the preliminary underlying assets used in preparing the Computational Materials. The principal amount and designation of any security described in the Computational Materials are subject to change prior to issuance. None of Wells Fargo Securities, LLC, Barclays Capital Inc., Academy Securities, Inc., Drexel Hamilton, LLC, or any of their respective affiliates, make any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the securities. The information in this presentation is based upon management forecasts and reflects prevailing conditions and management’s views as of this date, all of which are subject to change. In preparing this presentation, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to us by or on behalf of the Mortgage Loan Sellers or which was otherwise reviewed by us.

This free writing prospectus contains certain forward-looking statements. If and when included in this free writing prospectus, the words “expects”, “intends”, “anticipates”, “estimates” and analogous expressions and all statements that are not historical facts, including statements about our beliefs or expectations, are intended to identify forward-looking statements. Any forward-looking statements are made subject to risks and uncertainties which could cause actual results to differ materially from those stated. Those risks and uncertainties include, among other things, declines in general economic and business conditions, increased competition, changes in demographics, changes in political and social conditions, regulatory initiatives and changes in customer preferences, many of which are beyond our control and the control of any other person or entity related to this offering. The forward-looking statements made in this free writing prospectus are made as of the date stated on the cover. We have no obligation to update or revise any forward-looking statement.

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 NYSE, FINRA, NFA and SIPC, Wells Fargo Prime Services, LLC, a member of FINRA, NFA and SIPC, and Wells Fargo Bank, N.A. Wells Fargo Securities, LLC and Wells Fargo Prime Services, LLC are distinct entities from affiliated banks and thrifts.

IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES

The information herein is preliminary and may be supplemented or amended prior to the time of sale. In addition, the Offered Certificates referred to in these materials and the asset pool backing them are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.

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 affiliates or respective employees may from time to time have a long or short position in any security or contract discussed in these materials.

The information contained herein supersedes any previous such information delivered to any prospective investor and will be superseded by information delivered to such prospective investor prior to the time of sale.

IMPORTANT NOTICE RELATING TO AUTOMATICALLY-GENERATED EMAIL DISCLAIMERS

Any legends, disclaimers or other notices that may appear at the bottom of any email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) any representation that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another system.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

Wells Fargo Commercial Mortgage Trust 2020-C55

Transaction Highlights

I. Transaction Highlights

Mortgage Loan Sellers:

Mortgage Loan Seller	Number of Mortgage Loans	Number of Mortgaged Properties	Aggregate Cut-off Date Balance	% of Initial Pool Balance
Wells Fargo Bank, National Association	11	11	$275,861,009	28.7%
Barclays Capital Real Estate Inc.	9	33	196,225,000	20.4
Rialto Mortgage Finance, LLC	17	23	176,613,576	18.3
Ladder Capital Finance LLC	12	12	133,673,185	13.9
Rialto Real Estate Fund IV – Debt, LP⁽¹⁾	10	12	97,371,663	10.1
Argentic Real Estate Finance LLC	7	9	83,087,278	8.6
Total	66	100	$962,831,712	100.0%

(1)

Rialto Real Estate Fund IV – Debt, LP (“RREF”) acquired the RREF Mortgage Loans from BSPRT CMBS Finance, LLC, an affiliate of Benefit Street Partners L.L.C., and re-underwrote all of the RREF Mortgage Loans in accordance with the underwriting guidelines and processes. With respect to the Scenic Tree Apartments mortgage loan, an affiliate of Benefit Street Partners L.L.C. acquired such mortgage loan from Basis Real Estate Capital II, LLC.

Loan Pool:

Initial Pool Balance:	$962,831,712
Number of Mortgage Loans:	66
Average Cut-off Date Balance per Mortgage Loan:	$14,588,359
Number of Mortgaged Properties:	100
Average Cut-off Date Balance per Mortgaged Property⁽¹⁾:	$9,628,317
Weighted Average Mortgage Interest Rate:	3.948%
Ten Largest Mortgage Loans as % of Initial Pool Balance:	44.3%
Weighted Average Original Term to Maturity or ARD (months):	118
Weighted Average Remaining Term to Maturity or ARD (months):	117
Weighted Average Original Amortization Term (months)⁽²⁾:	358
Weighted Average Remaining Amortization Term (months)⁽²⁾:	357
Weighted Average Seasoning (months):	1

(1)

Information regarding mortgage loans secured by multiple properties is based on an allocation according to relative appraised values or the allocated loan amounts or property-specific release prices set forth in the related loan documents or such other allocation as the related mortgage loan seller deemed appropriate.

(2)

Excludes any mortgage loan that does not amortize.

Credit Statistics:

Weighted Average U/W Net Cash Flow DSCR⁽¹⁾:	2.27x
Weighted Average U/W Net Operating Income Debt Yield⁽¹⁾:	10.4%
Weighted Average Cut-off Date Loan-to-Value Ratio⁽¹⁾:	59.8%
Weighted Average Balloon or ARD Loan-to-Value Ratio⁽¹⁾:	56.0%
% of Mortgage Loans with Additional Subordinate Debt⁽²⁾:	24.2%
% of Mortgage Loans with Single Tenants⁽³⁾:	20.7%

(1)

With respect to any mortgage loan that is part of a whole loan, loan-to-value ratio, debt service coverage ratio and debt yield calculations include the relatedpari passucompanion loan(s). The debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account any subordinate debt (whether or not secured by the related mortgaged property), that currently exists or is allowed under the terms of any mortgage loan. See “Description of the Mortgage Pool—Mortgage Pool Characteristics” in the Preliminary Prospectus and Annex A-1 to the Preliminary Prospectus.

(2)

The percentage figure expressed as “% of Mortgage Loans with Additional Subordinate Debt” is determined as a percentage of the initial pool balance and does not take into account any future subordinate debt (whether or not secured by the mortgaged property), if any, that may be permitted under the terms of any mortgage loan or the pooling and servicing agreement. See “Description of the Mortgage Pool—Additional Indebtedness—Other Unsecured Indebtedness” in the Preliminary Prospectus.

(3)

Excludes mortgage loans that are secured by multiple single tenant properties.

Wells Fargo Commercial Mortgage Trust 2020-C55

Characteristics of the Mortgage Pool

II. Summary of the Whole Loans

Property Name	Mortgage Loan Seller in WFCM 2020-C55	Note(s)⁽¹⁾	Original Balance	Holder of Note⁽¹⁾	Lead Servicer for Whole Loan	Master Servicer Under Lead Securitization Servicing Agreement	Special Servicer Under Lead Securitization Servicing Agreement
Kings Plaza	WFB	A-1-1	$70,000,000	JPMorgan Chase Bank, National Association	Yes	Wells Fargo Bank National Association⁽³⁾	KeyBank National Association⁽³⁾
		A-1-2	$50,000,000	Benchmark 2020-B16⁽²⁾	No
		A-2-1	$60,000,000	BBCMS 2020-C6⁽⁴⁾	No
		A-2-2, A-2-3, A-2-4	$97,945,946	Societe Generale Financial Corporation	No
		A-1-3, A-1-4	$51,108,108	JPMorgan Chase Bank, National Association	No
		A-3-1, A-3-4	$75,000,000	BANK 2020-BNK25⁽⁵⁾	No
		A-3-2, A-3-3	$82,945,946	WFCM 2020-C55	No
1633 Broadway	WFB	A-1-S-1, A-2-S-1, A-3-S-1, A-4-S-1	$1,000,000	BWAY 2019-1633	No	KeyBank National Association	Situs Holdings, LLC
		A-1-C-1, A-1-C-3, A-1-C-4, A-1-C-5, A-1-C-6, A-1-C-7	$205,000,000	Goldman Sachs Bank USA	No
		A-2-C-1-B, A-3-C-1-B	$45,000,000	Benchmark 2020-B16⁽²⁾	No
		A-2-C-1-A, A-2-C-2, A-2-C-3, A-2-C-4, A-2-C-6, A-2-C-7	$212,500,000	DBR Investments Co. Limited	No
		A-3-C-1-A, A-3-C-2, A-3-C-3, A-3-C-4, A-3-C-5, A-3-C-6, A-3-C-7	$227,500,000	JPMorgan Chase Bank, National Association	No
		A-1-C-2, A-2-C-5	$60,000,000	GSMS 2020-GC45⁽⁶⁾	No
		A-4-C-1, A-4-C-2	$100,000,000	BANK 2020-BNK25⁽⁵⁾	No
		A-4-C-4, A-4-C-5	$70,000,000	WFCM 2020-C55	No
		A-4-C-3, A-4-C-6, A-4-C-7	$80,000,000	Wells Fargo Bank, N.A	No
		B-1, B-2, B-3, B-4	$249,000,000	BWAY 2019-1633	Yes⁽⁷⁾
650 Madison Avenue	Barclays	A-1-1	$50,000,000	CGCMT 2019-C7	No	KeyBank National Association	LNR Partners, LLC
		A-1-2-1	$40,000,000	Cantor Commercial Real Estate Lending L.P.	No
		A-1-3, A-2-1	$50,000,000	GSMS 2020-GC45⁽⁶⁾	No
		A-1-4, A-1-6	$137,900,000	Citi Real Estate Funding Inc.	No
		A-1-5	$45,000,000	Benchmark 2020-B16⁽²⁾	No
		A-2-2, A-2-3, A-2-4, A-2-5, A-2-6, A-2-7, A-2-8	$116,450,000	Goldman Sachs Mortgage Company	No
		A-3-1	$60,000,000	BBCMS 2020-C6⁽⁴⁾	No
		A-3-2	$46,450,000	Barclays	No
		A-3-3	$40,000,000	WFCM 2020-C55	No
		A-4, A-5, A-6, A-7,	$1,000,000	MAD 2019-650M	No

Wells Fargo Commercial Mortgage Trust 2020-C55

Characteristics of the Mortgage Pool

B-1, B-2, B-3, B-4

$213,200,000

MAD 2019-650M

Yes

F5 Tower	Barclays	A-1-A	$50,000,000	BBCMS 2020-C6⁽⁴⁾	No	Midland Loan Services, a Division of PNC Bank, National Association	Midland Loan Services, a Division of PNC Bank, National Association
		A-1-B	$40,000,000	WFCM 2020-C55	No⁽⁸⁾
		A-1-C	$39,500,000	Barclays	No
		A-2	$55,500,000	DBR Investments Co. Limited	No
		B-1, B-2	$112,600,000	BBCMS 2020-C6⁽⁴⁾	Yes⁽⁸⁾
ExchangeRight Net Leased Portfolio #31	Barclays	A-1	$40,000,000	BBCMS 2020-C6⁽⁴⁾	Yes	Midland Loan Services, a Division of PNC Bank, National Association	Midland Loan Services, a Division of PNC Bank, National Association
ExchangeRight Net Leased Portfolio #31	Barclays	A-2	$33,875,000	WFCM 2020-C55	No
One Stockton	Barclays	A-1	$30,000,000	WFCM 2020-C55	Yes	Wells Fargo Bank National Association	Rialto Capital Advisors, LLC
One Stockton	Barclays	A-2, A-3	$36,000,000	Barclays	No	Wells Fargo Bank National Association	Rialto Capital Advisors, LLC
Vernon Tower	RREF	A-1	$26,450,000	WFCM 2020-C55	Yes	Wells Fargo Bank National Association	Rialto Capital Advisors, LLC
Vernon Tower	RREF	A-2	$16,800,000	RREF	No	Wells Fargo Bank National Association	Rialto Capital Advisors, LLC
Exchange on Erwin	Barclays	A-1	$50,000,000	BBCMS 2020-C6⁽⁴⁾	Yes	Midland Loan Services, a Division of PNC Bank, National Association	Midland Loan Services, a Division of PNC Bank, National Association
Exchange on Erwin	Barclays	A-2	$25,450,000	WFCM 2020-C55	No
4041 Central	WFB	A-1	$23,000,000	UBS 2019-C18	Yes	Wells Fargo Bank National Association	Rialto Capital Advisors, LLC
4041 Central	WFB	A-2	$19,500,000	WFCM 2020-C55	No	Wells Fargo Bank National Association	Rialto Capital Advisors, LLC
Shoppes at Parma	LCF	A-1-A	$35,000,000	CGCMT 2019-C7	Yes	Wells Fargo Bank National Association	LNR Partners, LLC
		A-2-A	$14,000,000	UBS 2019-C18	No
		A-3-A	$8,075,000	WFCM 2020-C55	No

(1)

Unless otherwise indicated, each note not currently held by a securitization trust is expected to be contributed to a future securitization. No assurance can be provided that any such note will not be split further.

(2)

The Benchmark 2020-B16 transaction is expected to close on or about February 12, 2020.

(3)

The related whole loan is expected to initially be serviced under the Benchmark 2020-B16 securitization pooling and servicing agreement until the securitization of the related “lead”pari passu note (namely, the relatedpari passu note marked “Yes” in the column entitled “Lead Servicer for Whole Loan”), after which the related whole loan will be serviced under the pooling and servicing agreement governing such securitization of the related “lead”pari passu note. The master servicer and special servicer for such securitization will be identified in a notice, report or statement to holders of the WFCM 2020-C55 certificates after the closing of such securitization.

(4)

The BBCMS 2020-C6 transaction is expected to close on or about February 19, 2020.

(5)

The BANK 2020-BNK25 transaction is expected to close on or about February 13, 2020.

(6)

The GSMS 2020-GC45 transaction is expected to close on or about January 30, 2020.

(7)

No single promissory note comprising a part of the whole loan is the related control note; however, the BWAY 2019-1633 securitization trust is the related controlling note holder, and a party designated under the related trust and servicing agreement is entitled to exercise the rights thereof.

(8)

When a control appraisal period is in effect, Note A-1-B will be the controlling note, and the directing certificateholder of the related securitization will be entitled to exercise the related control rights.

Wells Fargo Commercial Mortgage Trust 2020-C55

Transaction Contact Information

III. Property Type Distribution⁽¹⁾

Property Type	Number of Mortgaged Properties	Aggregate Cut-off Date Balance ($)	% of Initial Pool Balance (%)	Weighted Average Cut-off Date LTV Ratio (%)	Weighted Average Balloon LTV Ratio (%)	Weighted Average U/W NCF DSCR (x)	Weighted Average U/W NOI Debt Yield (%)	Weighted Average U/W NCF Debt Yield (%)	Weighted Average Mortgage Rate (%)
Office	14	$255,229,804	26.5%	54.3%	50.8%	2.74x	11.1%	10.7%	3.677%
CBD	4	137,586,052	14.3	46.8	44.6	3.31	11.9	11.5	3.343
Suburban	7	60,192,585	6.3	65.3	55.7	1.78	10.9	10.0	4.213
R&D	1	36,720,000	3.8	59.4	59.4	2.58	9.6	9.5	3.632
Medical	2	20,731,168	2.2	62.9	62.9	1.97	8.8	8.7	4.412
Retail	38	253,565,370	26.3	60.8	59.5	2.29	9.4	9.1	3.826
Single Tenant	32	98,871,402	10.3	64.0	63.8	2.02	8.3	8.1	3.939
Super Regional Mall	1	82,945,946	8.6	54.1	54.1	3.06	10.7	10.5	3.359
Anchored	5	71,748,021	7.5	64.0	59.9	1.77	9.4	8.9	4.210
Multifamily	13	143,144,646	14.9	66.4	61.7	1.74	8.9	8.6	4.168
Garden	10	101,094,646	10.5	67.4	61.7	1.74	9.2	8.8	4.180
Mid Rise	1	26,450,000	2.7	61.7	61.7	1.77	7.4	7.3	4.070
Various	1	10,500,000	1.1	69.1	58.5	1.75	10.8	10.3	4.183
Low Rise	1	5,100,000	0.5	67.4	67.4	1.48	6.7	6.6	4.420
Hospitality	13	141,062,471	14.7	64.3	53.8	2.14	13.6	12.1	4.309
Limited Service	9	81,683,471	8.5	64.9	52.1	2.03	13.6	12.2	4.263
Select Service	3	38,879,000	4.0	64.2	58.6	2.52	13.5	11.9	4.073
Full Service	1	20,500,000	2.1	62.1	51.0	1.85	13.5	11.9	4.940
Mixed Use	3	69,850,000	7.3	55.5	55.5	2.47	9.0	8.8	3.521
Office/Retail	1	40,000,000	4.2	48.5	48.5	2.73	10.0	9.7	3.486
Multifamily/Office/Retail	1	25,450,000	2.6	64.5	64.5	2.23	7.9	7.8	3.421
Retail/Multifamily/Office	1	4,400,000	0.5	67.4	67.4	1.48	6.7	6.6	4.420
Self Storage	11	56,450,000	5.9	55.9	52.9	1.89	9.8	9.6	4.441
Self Storage	11	56,450,000	5.9	55.9	52.9	1.89	9.8	9.6	4.441
Industrial	5	32,981,926	3.4	62.4	60.5	1.82	9.2	8.4	4.366
Warehouse	3	16,750,000	1.7	57.9	57.9	1.84	9.4	8.5	4.570
Warehouse Distribution	1	11,750,000	1.2	66.3	66.3	1.89	8.2	8.0	4.169
Flex	1	4,481,926	0.5	69.0	55.2	1.54	11.2	9.0	4.120
Manufactured Housing Community	2	8,300,000	0.9	61.4	56.8	1.67	8.9	8.7	4.414
Manufactured Housing Community	1	4,300,000	0.4	69.4	60.5	1.49	9.1	8.9	4.360
Manufactured Housing/Recreational Vehicle Community	1	4,000,000	0.4	52.9	52.9	1.87	8.7	8.5	4.472
Other	1	2,247,495	0.2	44.0	36.0	2.03	13.3	12.8	4.800
RV Parking	1	2,247,495	0.2	44.0	36.0	2.03	13.3	12.8	4.800
Total/Weighted Average:	100	$962,831,712	100.0%	59.8%	56.0%	2.27x	10.4%	9.9%	3.948%

(1)

Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated amounts (allocating the principal balance of the mortgage loan to each of those properties according to the relative appraised values of the mortgaged properties or the allocated loan amounts or property-specific release prices set forth in the related mortgage loan documents or such other allocation as the related mortgage loan seller deemed appropriate). With respect to any mortgage loan that is part of a whole loan, the loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s). With respect to each mortgage loan, debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account any subordinate debt (whether or not secured by the related mortgaged property) that currently exists or is allowed under the terms of such mortgage loan. See Annex A-1 to the Preliminary Prospectus.

Wells Fargo Commercial Mortgage Trust 2020-C55

Certain Terms and Conditions

IV. Large Loan Summaries

No. 1 – Kings Plaza

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		Wells Fargo Bank, National Association			Single Asset/Portfolio:	Single Asset
Credit Assessment (KBRA/Fitch/Moody’s):		BBB-(sf)/BBBsf/Baa2(sf)			Property Type – Subtype:	Retail – Super Regional Mall
Original Principal Balance⁽¹⁾:		$82,945,946			Location:	Brooklyn, NY
Cut-off Date Balance⁽¹⁾:		$82,945,946			Size:	811,797 SF
% of Initial Pool Balance:		8.6%			Cut-off Date Balance Per SF⁽¹⁾:	$599.90
Loan Purpose:		Refinance			Maturity Date Balance Per SF⁽¹⁾:	$599.90
Borrower Sponsor:		The Macerich Partnership, L.P.			Year Built/Renovated:	1969 / 2018
Guarantor:		The Macerich Partnership, L.P.			Title Vesting⁽⁵⁾:	Fee / Leasehold
Mortgage Rate:		3.3588%			Property Manager:	Self-managed
Note Date:		December 3, 2019			Current Occupancy (As of):	96.7% (10/31/2019)
Seasoning:		1 month			YE 2018 Occupancy:	97.9%
Maturity Date:		January 1, 2030			YE 2017 Occupancy:	96.6%
IO Period:		120 months			YE 2016 Occupancy:	95.2%
Loan Term (Original):		120 months			YE 2015 Occupancy:	92.3%
Amortization Term (Original):		NAP			As-Is Appraised Value:	$900,000,000
Loan Amortization Type:		Interest-only, Balloon			As-Is Appraised Value Per SF:	$1,108.65
Call Protection⁽²⁾:		L(25),GRTR 1% or YM(90),O(5)			As-Is Appraisal Valuation Date:	October 17, 2019
Lockbox Type:		Hard/Springing Cash Management
Additional Debt⁽¹⁾⁽³⁾:		Yes			Underwriting and Financial Information
Additional Debt Type (Balance)⁽¹⁾⁽³⁾:		Pari Passu ($404,054,054); Mezzanine ($53,000,000)			TTM NOI 9/30/2019:	$47,457,344
					YE 2018 NOI:	$42,088,187
					YE 2017 NOI:	$39,436,748
					YE 2016 NOI:	$42,598,711
					U/W Revenues:	$81,045,187
					U/W Expenses:	$29,004,262
Escrows and Reserves⁽⁴⁾					U/W NOI:	$52,040,925
	Initial		Monthly	Cap	U/W NCF:	$50,905,970
Taxes	$0		Springing	NAP	U/W DSCR based on NOI/NCF⁽¹⁾⁽³⁾:	3.13x / 3.06x
Insurance	$0		Springing	NAP	U/W Debt Yield based on NOI/NCF⁽¹⁾⁽³⁾:	10.7% / 10.5%
Replacement Reserve	$0		Springing	⁽⁴⁾	U/W Debt Yield at Maturity based on NOI/NCF⁽¹⁾⁽³⁾:	10.7% / 10.5%
TI/LC	$0		Springing	⁽⁴⁾	Cut-off Date LTV Ratio⁽¹⁾⁽³⁾:	54.1%
Ground Rent	$0		Springing	NAP	LTV Ratio at Maturity⁽¹⁾⁽³⁾:	54.1%

Sources and Uses
Sources			Uses
Original whole loan amount⁽¹⁾	$487,000,000	90.2%	Loan payoff⁽⁶⁾	$428,649,060	79.4%
Mezzanine loan	53,000,000	9.8	Closing costs	6,113,399	1.1
			Return of equity	105,237,541	19.5
Total Sources	$540,000,000	100.0%	Total Uses	$540,000,000	100.0%

(1)

(2)

The Kings Plaza Borrower (as defined below) has the right to prepay the Kings Plaza Whole Loan in full, together with a yield maintenance premium equal to the greater of yield maintenance or 1% of the outstanding principal balance, at any time after the earlier to occur of (a) the end of the two-year period commencing on the closing date of the securitization of the last promissory note representing a portion of the Kings Plaza Whole Loan to be securitized and (b) February 1, 2023. The assumed lockout period of 25 payments is based on the closing date of this transaction in February 2020.

(3)

The equity interest in the Kings Plaza Borrower has been pledged to secure mezzanine indebtedness with an outstanding principal balance of $53,000,000 (the “Kings Plaza Mezzanine Loan”). The Cut-off Date Balance Per SF, U/W Debt Yield Based on NOI, U/W DSCR based on NCF, and Cut-off Date LTV Ratio based on the Kings Plaza Whole Loan and the Kings Plaza Mezzanine Loan are $665, 9.6%, 1.73x, and 60.0%, respectively. See “Additional Secured Indebtedness (not including trade debts)” below.

(4)

See “Escrows” section below.

(5)

A portion of the Kings Plaza Property totaling approximately 10,278 square feet is subject to a ground lease with the City of New York (see “Ground Lease” section below).

(6)

The Kings Plaza Property was previously securitized in the GSMS 2013-KING securitization trust.

The Mortgage Loan. The mortgage loan (the “Kings Plaza Mortgage Loan”) is part of a whole loan (the “Kings Plaza Whole Loan”) that is evidenced by 12pari passupromissory notes in the aggregate original principal amount of $487,000,000. The Kings Plaza Whole Loan is secured by a first priority mortgage encumbering the fee simple and leasehold interests in a super regional mall located in Brooklyn, New York (the “Kings Plaza Property”). The Kings Plaza Whole Loan was co-originated on December 3, 2019 by Wells Fargo Bank, National Association (“WFB”), Société Générale Financial Corporation (“SocGen”) and JPMorgan Chase Bank, National Association (“JPMorgan”). The Kings Plaza Mortgage Loan is evidenced by the non-controlling promissory notes A-3-2 and A-3-3. The

Retail – Super Regional Mall	Loan #1	Cut-off Date Balance:	$82,945,946
5100 Kings Plaza	Kings Plaza	Cut-off Date LTV:	54.1%
Brooklyn, NY 11234		U/W NCF DSCR:	3.06x
		U/W NOI Debt Yield:	10.7%

remaining notes are expected to be contributed to future securitization trusts or may be otherwise transferred at any time. The Kings Plaza Whole Loan is expected to be initially serviced pursuant to the pooling and servicing agreement for the Benchmark 2020-B16 securitization. Following the securitization of Note A-1-1, the Kings Plaza Whole Loan will be serviced under the pooling and servicing agreement governing such securitization. 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 Preliminary Prospectus.

Note Summary

Note	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
A-1-1	$70,000,000	$70,000,000	JPMorgan	Yes
A-1-2	$50,000,000	$50,000,000	Benchmark 2020-B16⁽¹⁾	No
A-1-3	$30,000,000	$30,000,000	JPMorgan	No
A-1-4	$21,108,108	$21,108,108	JPMorgan	No
A-2-1	$60,000,000	$60,000,000	BBCMS 2020-C6⁽²⁾	No
A-2-2	$50,000,000	$50,000,000	SocGen	No
A-2-3	$35,000,000	$35,000,000	SocGen	No
A-2-4	$12,945,946	$12,945,946	SocGen	No
A-3-1	$50,000,000	$50,000,000	BANK 2020-BNK25	No
A-3-2	$50,000,000	$50,000,000	WFCM 2020 –C55	No
A-3-3	$32,945,946	$32,945,946	WFCM 2020 –C55	No
A-3-4	$25,000,000	$25,000,000	BANK 2020-BNK25	No
Total	$487,000,000	$487,000,000

(1)

Benchmark 2020-B16 is expected to close on or about February 12, 2020.

(2)

BBCMS 2020-C6 is expected to close on or about February 19, 2020.

The Borrowers and Borrower Sponsor.The borrowers are Brooklyn Kings Plaza LLC and Kings Plaza Ground Lease LLC (collectively, the “Kings Plaza Borrower”), each organized as a Delaware limited liability company and structured to be bankruptcy remote with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Kings Plaza Whole Loan. The borrower sponsor and non-recourse carve-out guarantor of the Kings Plaza Whole Loan is The Macerich Partnership, L.P. (the “Kings Plaza Guarantor”). The Macerich Partnership, L.P. is part of the parent organization The Macerich Company (“Macerich”). Founded in 1964, Macerich has a portfolio containing 47 properties in 15 states with a large concentration in California, Arizona and New York. Additionally, Macerich (NYSE:MAC), an S&P 500 company, reported total revenues of approximately $960 million as of December 31, 2018 and approximately $9.0 billion in total assets under management.

The Property.The Kings Plaza Property contains 811,797 square feet of a larger four-story super regional mall containing 1,146,035 square feet. Built in 1969 and renovated in 2018, the Kings Plaza Property is situated on a 19.1-acre parcel and also contains total of 3,739 parking spaces (including a parking garage), resulting in a parking ratio of approximately 4.6 spaces per 1,000 square feet. A portion of the Kings Plaza Property totaling approximately 10,278 square feet is subject to a ground lease with the City of New York as the ground lessor (see “Ground Lease” section below). The Kings Plaza Property was 96.7% occupied as of October 31, 2019 and has averaged 95.4% occupancy since 2012. For the trailing 12-month period ending September 30, 2019, the Kings Plaza Property reported comparable sales for in-line tenants less than 10,000 square feet of approximately $753 per square foot, which is up approximately 2.6% from full year 2018 ($734 per square foot) and 9.9% from full year 2017 ($685 per square foot)(see “Historical Sales” table below).

According to the appraisal, the Kings Plaza Property is the largest enclosed shopping center in Brooklyn. The Kings Plaza Property is anchored by Primark, Best Buy, Lowe’s Home Centers, Burlington, JCPenney and Macy’s (Macy’s is not part of the collateral) with additional major tenants including H&M, Old Navy, Zara, ULTA Beauty and Victoria’s Secret. According to the appraisal, the Kings Plaza Macy’s store was selected as one of Macy’s “Growth 100” locations for 2020 where Macy’s is experimenting with new concepts and improving store fixtures and facilities. Forever 21 currently occupies a 22,828 square foot space at the Kings Plaza Property but was underwritten as vacant due to a September 2019 Chapter 11 bankruptcy filing. Forever 21 has been in occupancy at the Kings Plaza Property since 2010, is currently open for business and has a lease expiration date of January 31, 2020.

Since acquiring the property in 2012, the sponsor has invested approximately $290.3 million in capital improvements including renovations of the mall and parking garage, leasing capital and power plant upgrades. In mid-2016, the borrower sponsor recaptured the former Sears box and completed an approximately $144.7 million redevelopment with a four-story glass atrium, new façade, exterior improvements and new entry with connections to all four levels. The redeveloped space re-opened in summer 2018 and comprises retailers including Primark (the first location in Brooklyn), Zara, Burlington and JCPenney. In 2014-2015, the Kings Plaza Property underwent approximately $22.0 million in interior renovations, including LED lighting, new flooring, improved ambient lighting, new signage, updated seating areas and security upgrades.

The Kings Plaza Property includes a stand-alone power plant located on the roof, which provides all electricity to the shopping center. Tenants at the Kings Plaza Property purchase their utilities directly from the power plant at prevailing Consolidated Edison (ConEd) rates and due to operating cost efficiencies, expenses are kept below the billed rates. In 2019, the borrower sponsor completed a two-year project totaling approximately $17.5 million, which allowed the power plant to interconnect with the local ConEd grid. This interconnection allows the Kings Plaza Property to export its surplus electric capacity during peak load demands. This system went

Retail – Super Regional Mall	Loan #1	Cut-off Date Balance:	$82,945,946
5100 Kings Plaza	Kings Plaza	Cut-off Date LTV:	54.1%
Brooklyn, NY 11234		U/W NCF DSCR:	3.06x
		U/W NOI Debt Yield:	10.7%

live in July 2019 and generates participation revenue as well as operating cost savings through reduced man-hours and engine operation.

The following table presents certain information relating to the tenancy at the Kings Plaza Property:

Major Tenants

Tenant Name	Credit Rating (Fitch/ Moody’s/ S&P)⁽¹⁾	Tenant NRSF	% of NRSF	Annual U/W Base Rent PSF⁽²⁾	Annual U/W Base Rent⁽²⁾	% of Total Annual U/W Base Rent	Lease Expiration Date	Extension Options	Termination Option (Y/N)
Non-Collateral Anchor Tenant
Macy’s	BBB/Baa3/BBB-	339,000		ANCHOR-OWNED – NOT PART OF THE COLLATERAL
Anchor Tenants – Collateral
Primark	NR/NR/NR	102,805	12.7%	$35.17	$3,615,390	9.2%	7/31/2038	3, 5-year	Y⁽³⁾
Best Buy	NR/Baa1/BBB	53,371	6.6%	$52.80	$2,817,989	7.2%	1/31/2032	None	N
Lowe’s Home Centers	NR/Baa1/BBB+	114,000	14.0%	$19.30	$2,200,000	5.6%	5/31/2028	⁽⁴⁾	N
Burlington	BB+/NR/BB+	55,078	6.8%	$22.25	$1,225,485	3.1%	7/31/2028	3, 5-year	N
JCPenney⁽⁵⁾	CCC+/Caa3/CCC	94,895	11.7%	$7.57⁽⁵⁾	$718,054⁽⁵⁾	1.8%	7/31/2038	4, 5-year	N
Total Anchor Tenants		420,149	51.8%	$25.17	$10,576,918	27.0%

Major Tenants
H&M	NR/NR/NR	25,151	3.1%	$88.44	$2,224,409	5.7%	1/31/2024	1, 5-year	N
Old Navy	NR/Baa2/BB	18,256	2.2%	$68.94	$1,258,638	3.2%	1/31/2025	None	N
Zara	NR/NR/NR	33,771	4.2%	$34.22	$1,155,688	2.9%	7/31/2028	1, 5-year	N
ULTA Beauty	NR/NR/NR	10,924	1.3%	$82.50	$901,230	2.3%	10/31/2027	1, 5-year	N
Victoria’s Secret	NR/Ba2/BB-	12,034	1.5%	$69.60	$837,566	2.1%	1/31/2023	None	N
Total Major Tenants		100,136	12.3%	$63.69	$6,377,530	16.3%

Non-Major Tenants⁽⁶⁾		264,831	32.6%	$83.98	$22,239,665	56.7%

Occupied Collateral Total		785,116	96.7%	$49.92	39,194,113	100.0%

Vacant Space⁽⁷⁾		26,681	3.3%

Collateral Total		811,797	100.0%

(1)

Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(2)

Annual U/W Base Rent PSF and Annual U/W Base Rent shown include (i) contractual rent bumps through February 2021 totaling $1,139,421 and (ii) percent-in-lieu totaling $1,189,076 (for three tenants including JCPenney, Charlotte Russe and Parfois). The lender’s underwriting gave separate credit totaling $735,253 for straight-line rent averaging for investment grade tenants including Best Buy, Old Navy, Michael Kors, Chase, Vans, Verizon Wireless, Haagen-Dazs, Starbucks Coffee and Aeropostale (see “Operating History and Underwritten Net Cash Flow” section below).

(3)

Primark has the right to terminate its lease on July 7, 2028 with 12 months’ notice provided that, as of the termination date, (i) the Primark tenant is not in default and (ii) there is not another Primark store within a defined market area set forth in the lease.

(4)

Lowe’s Home Centers has 5, 5-year renewal options and one 47-month renewal option.

(5)

Per JCPenney’s lease, the tenant’s base rent is equal to 5.0% of the tenant’s net retail sales. JCPenney’s underwritten base rent is on 5.0% of the tenant’s sales for the 12-month period ending September 30, 2019. JCPenney’s lease commenced in July 2018.

(6)

Includes All Seasons Marine Corp. which is a ground lease tenant and has no underwritten base rent.

(7)

Forever 21 currently occupies a 22,828 square foot space at the Kings Plaza Property but was underwritten as vacant. Forever 21 has been in occupancy at the Kings Plaza Property since 2010, is currently open for business and has a lease expiring in January 2020. The retailer filed for Chapter 11 bankruptcy in September 2019.

Retail – Super Regional Mall	Loan #1	Cut-off Date Balance:	$82,945,946
5100 Kings Plaza	Kings Plaza	Cut-off Date LTV:	54.1%
Brooklyn, NY 11234		U/W NCF DSCR:	3.06x
		U/W NOI Debt Yield:	10.7%

The following table presents certain information relating to the historical sales at the Kings Plaza Property:

Historical Sales⁽¹⁾

	2015 (PSF)	2016 (PSF)	2017 (PSF)	2018 (PSF)	TTM September 2019 Sales (Gross)	TTM September 2019 Sales (PSF)	Occupancy Cost⁽²⁾
Lowe’s Home Center	$406	$398	$396	$390	$44,601,794	$391	6.3%
H&M	$587	$601	$544	$459	$11,101,789	$441	19.2%
Victoria’s Secret	$839	$771	$677	$704	$8,479,695	$705	20.5%
Old Navy	$454	$435	$445	$412	$7,352,403	$403	19.6%
JCPenney⁽³⁾	NAP	NAP	NAP	NAP	$14,361,075	$159	9.8%
ULTA Beauty⁽⁴⁾	NAP	NAP	NAP	$593	$6,960,000	$637	19.3%
Zara⁽⁵⁾	NAP	NAP	NAP	NAP	$17,275,825	$512	7.3%

Comparable In-Line Sales (<10,000 SF)	$695	$718	$685	$734	$137,113,597	$753	19.0%

(1)

Information obtained from the borrower and underwritten rent roll.

(2)

Occupancy costs shown are based on each tenant’s actual base rent and reimbursements for the trailing 12-month period ending September 30, 2019.

(3)

JCPenney’s lease commenced in July 2018.

(4)

ULTA Beauty’s lease commenced in October 2017.

(5)

Zara’s lease commenced in September 2018.

The following table presents certain information relating to the lease rollover schedule at the Kings Plaza Property:

Lease Expiration Schedule⁽¹⁾⁽²⁾

Year Ending December 31,	No. of Leases Expiring	Expiring NRSF	% of Total NRSF	Cumulative Expiring NRSF	Cumulative % of Total NRSF	Annual U/W Base Rent	% of Total Annual U/W Base Rent⁽³⁾	Annual U/W Base Rent PSF⁽³⁾⁽⁴⁾
MTM	1	1,260	0.2%	1,260	0.2%	$0	0.0%	$0.00
2020⁽⁵⁾	40	50,406	6.2%	51,666	6.4%	$3,051,598	7.8%	$60.54
2021	13	21,346	2.6%	73,012	9.0%	$1,511,585	3.9%	$70.81
2022	19	26,624	3.3%	99,636	12.3%	$2,485,936	6.3%	$93.37
2023	13	24,161	3.0%	123,797	15.2%	$2,299,178	5.9%	$95.16
2024	11	43,309	5.3%	167,106	20.6%	$3,868,632	9.9%	$89.33
2025	9	40,150	4.9%	207,256	25.5%	$3,153,268	8.0%	$78.54
2026	13	41,603	5.1%	248,859	30.7%	$3,894,646	9.9%	$93.61
2027	8	29,981	3.7%	278,840	34.3%	$2,567,137	6.5%	$85.63
2028	10	219,491	27.0%	498,331	61.4%	$6,129,071	15.6%	$27.92
2029	13	35,714	4.4%	534,045	65.8%	$3,081,629	7.9%	$86.29
2030	0	0	0.0%	534,045	65.8%	$0	0.0%	$0.00
Thereafter	3	251,071	30.9%	785,116	96.7%	$7,151,433	18.2%	$28.48
Vacant⁽⁶⁾	0	26,681	3.3%	811,797	100.0%	$0	0.0%	NAP
Total/Weighted Average	153	811,797	100.0%			$39,194,113	100.0%	$49.92

(1)

Information obtained from 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 Expiration Schedule.

(3)

(4)

Total/Weighted Average Annual U/W Base Rent and Annual U/W Base Rent PSF exclude vacant space.

(5)

Includes All Seasons Marine Corp, which is a ground lease tenant at the Kings Plaza Property and has no underwritten base rent.

(6)

Retail – Super Regional Mall	Loan #1	Cut-off Date Balance:	$82,945,946
5100 Kings Plaza	Kings Plaza	Cut-off Date LTV:	54.1%
Brooklyn, NY 11234		U/W NCF DSCR:	3.06x
		U/W NOI Debt Yield:	10.7%

The following table presents historical occupancy percentages at the Kings Plaza Property:

Historical Occupancy⁽¹⁾

12/31/2015⁽²⁾	12/31/2016⁽²⁾	12/31/2017⁽²⁾	12/31/2018⁽²⁾	10/31/2019⁽³⁾
92.3%	95.2%	96.6%	97.9%	96.7%

(1)	Occupancy includes all signed leases and specialty leasing greater than 6 months.

(2)	Information obtained from the borrower.

(3)	Information obtained from the underwritten rent roll. Current occupancy includes temporary tenants which account for 9,065 square feet at the Kings Plaza Property.

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating statements and underwritten net cash flow at the Kings Plaza Property:

Cash Flow Analysis

	2016	2017	2018	TTM 9/30/2019⁽¹⁾	U/W⁽¹⁾	%⁽²⁾	U/W $ per SF
Base Rent	$32,606,560	$28,991,086	$33,095,904	$36,690,592	$38,005,038	46.9%	$46.82
Straight-Line Rent⁽³⁾	0	0	0	0	735,253	0.9	0.91
Grossed Up Vacant Space	0	0	0	0	2,227,628	2.7	2.74
Gross Potential Rent	32,606,560	28,991,086	$33,095,904	36,690,592	$40,967,919	50.5%	$50.47
Other Reimbursements	29,793,723	28,145,401	28,424,111	30,047,457	30,961,099	38.2	38.14
% in Lieu/Percentage Rent⁽⁴⁾	293,672	201,320	735,279	1,476,667	2,195,355	2.7	2.70
Gross Potential Income	$62,693,955	$57,337,807	$62,255,294	$68,214,717	$74,124,373	91.5%	$91.31
Bad Debt	(265,786)	(597,346)	(612,614)	(338,749)	0	0.0	0.00
Vacancy & Credit Loss	0	0	0	0	(3,678,863)⁽⁵⁾	(5.0)	(4.53)
Temporary Specialty Leasing	3,312,047	2,761,118	2,254,340	2,411,429	2,411,429	3.0	2.97
Power Plant Income	0	0	0	960,000	1,804,680⁽⁶⁾	2.2	2.22
Other Income⁽⁷⁾	6,019,024	5,421,663	5,787,129	5,068,245	6,383,568	7.9	7.86
Effective Gross Income	$71,759,240	$64,923,243	$69,684,148	$76,315,642	$81,045,187	100.0%	$99.83

Real Estate Taxes	$13,832,938	$10,772,620	$12,489,143	$14,498,321	$15,242,004	18.8%	18.78
Insurance	329,601	266,664	243,524	273,222	320,964	0.4	0.40
Other Operating Expenses	14,997,990	14,447,211	14,863,294	14,086,756	13,441,294⁽⁸⁾	16.6	16.56
Total Operating Expenses	$29,160,529	$25,486,495	$27,595,961	$28,858,298	$29,004,262	35.8%	$35.73

Net Operating Income	$42,598,711	$39,436,748	$42,088,187	$47,457,344	$52,040,925	64.2%	$64.11
Replacement Reserves	0	0	0	0	139,559	0.2	0.17
TI/LC	0	0	0	0	995,395	1.2	1.23
Net Cash Flow	$42,598,711	$39,436,748	$42,088,187	$47,457,344	$50,905,970	62.8%	$62.71

NOI DSCR⁽⁹⁾	2.56x	2.37x	2.53x	2.85x	3.13x
NCF DSCR⁽⁹⁾	2.56x	2.37x	2.53x	2.85x	3.06x
NOI Debt Yield⁽⁹⁾	8.7%	8.1%	8.6%	9.7%	10.7%
NCF Debt Yield⁽⁹⁾	8.7%	8.1%	8.6%	9.7%	10.5%

(1)

Net Operating Income increased from 2018 to TTM 9/30/2019 and from TTM 9/30/2019 to U/W partially due to (i) leasing activity in 2018 representing 314,661 square feet of rentable area and approximately $9.2 million of base rent (including tenants related to the redevelopment of the former Sears space), (ii) leasing activity in 2019 representing 39,044 square feet of rentable area and approximately $2.5 million of base rent, (iii) Power Plant Income related to the power plant operated at the Kings Plaza Property that went live in July 2019, (iv) utility cost savings related to the power plant operated at the Kings Plaza Property (see “The Property” section above), (v) underwritten straight-line rent averaging for investment grade tenants ($735,253) and (vi) underwritten contractual rent bumps through February 2021 totaling $1,139,421.

(2)

Represents (i) percent of Gross Potential Income for Vacancy & Credit Loss and (ii) percent of Effective Gross Income for all other fields.

(3)

Represents straight-line rent averaging credit through the lesser of the loan term and remaining lease term for investment grade rated tenants including Best Buy, Old Navy, Michael Kors, Chase, Vans, Verizon Wireless, Haagen-Dazs, Starbucks Coffee and Aeropostale.

(4)

Includes percent-in-lieu totaling $1,189,076 for JCPenney, Charlotte Russe and Parfois per the tenants’ leases as well as overage percentage rent totaling $1,006,279 related to 11 tenants.

(5)

The underwritten economic vacancy is 5.0%. The Kings Plaza Property was 96.7% physically occupied as of October 31, 2019.

(6)

Power Plant Income is underwritten to the borrower sponsor’s 2020 projection. The power plant system went live in July 2019 (see “The Property” section above).

(7)

Other Income includes business development, storage income, ground rent income, parking income and other miscellaneous income.

(8)

U/W Other Operating Expenses are lower than TTM 9/30/2019 partially due to underwritten cost savings related to the power plant operated at the Kings Plaza Property, which went live in July 2019 (see “The Property” section above).

(9)

Metrics shown are based on the Kings Plaza Whole Loan.

Retail – Super Regional Mall	Loan #1	Cut-off Date Balance:	$82,945,946
5100 Kings Plaza	Kings Plaza	Cut-off Date LTV:	54.1%
Brooklyn, NY 11234		U/W NCF DSCR:	3.06x
		U/W NOI Debt Yield:	10.7%

Appraisal.The appraiser concluded to an “as-is” Appraised Value of $900,000,000 as of October 17, 2019.

Environmental Matters. Based on a Phase I environmental report dated November 22, 2019, the environmental consultant did not identify any recognized environmental conditions at the Kings Plaza Property. The Phase I ESA consultant identified an open spill case affecting the mortgaged property, and provided an opinion of probable cost for related remedial activity with an upper range cost estimate of $500,000. The borrower has submitted a groundwater remediation plan to the New York State Department of Environmental Conservation that is currently under review. Pursuant to the terms of the loan documents, the sponsor is required to continue to perform all remediation work required to obtain final, non-appealable regulatory closure.

Market Overview and Competition.The Kings Plaza Property is situated at the intersection of Flatbush Avenue and Avenue U in Brooklyn, New York. Primary access to the Kings Plaza Property is provided via the Belt Parkway, the region’s primary north-south route, approximately 3.9 miles northeast of the Kings Plaza Property. The Kings Plaza Property is located approximately 1.4 miles southeast of Kings Highway and 10.6 miles southwest of the John F. Kennedy International Airport. Per the appraisal, the estimated 2019 population within a one-, three- and five-mile radius of the Kings Plaza Property was 51,596, 601,221 and 1,737,025, respectively; and the average household income within the same radii was approximately $117,474, $89,529, and $78,194, respectively.

The Kings Plaza Property is located in the South Brooklyn submarket of the New York retail market. According to a third party market research report, as of the fourth quarter of 2019, the New York retail market had an inventory of approximately 593.4 million square feet with a 4.0% vacancy rate and average asking rents of $42.34 per square foot. As of August 2019, the South Brooklyn submarket had an inventory of approximately 42.9 million square foot with a 3.1% vacancy rate and average asking rents of approximately $42.31 per square foot.

The following table presents certain information relating to the primary competition for the Kings Plaza Property:

Competitive Set⁽¹⁾
	Distance to Subject (mi.)	Property Type	Year Built/ Renovated		Total GLA	Total Occupancy	Sales per square foot	Anchors
Kings Plaza	--	Super Regional Mall	1969/2018		811,797	96.7%⁽²⁾	$753⁽³⁾	Macy’s (non-collateral), Lowe’s Home Centers, Primark, JC Penney, Burlington, Best Buy, Forever 21, H&M, Zara
*Primary Competition*
Gateway Center I & II	6.4	Power Center	2001/NAP	1,200,000		97.0%	$450	BJ’s Wholesale Club, Burlington, Home Depot, JC Penney, Shoprite, Target
Queens Center	16.4	Super Regional Mall	1973/2004	1,172,180		99.0%	$1,430	JC Penney, Macy’s
Green Acres Mall	14.3	Super Regional Mall	1956/2016	2,075,000		96.0%	$615	JC Penney, Macy’s, Sears, Kohl’s (Vacant)
*Secondary Competition*
Staten Island Mall	19.0	Super Regional Mall	1972/2018	1,700,000		92.0%	NAV	JC Penney, Macy’s, Primark, Sears (Vacant)
Roosevelt Field	28.7	Super Regional Mall	1956/2014	2,330,000		97.0%	$1,200	Bloomingdales, Dick’s Sporting Goods, JC Penney, Macy’s, Neiman Marcus, Nordstrom

(1)

Information obtained from the appraisal.

(2)

Occupancy as of October 31, 2019.

(3)

Represents comparable in-line sales for stores less than 10,000 square feet for the trailing 12-month period ending September 30, 2019.

Escrows.

Real Estate Taxes – The Kings Plaza Whole Loan documents require ongoing monthly real estate tax reserves in an amount equal to one-twelfth of the real estate taxes that the lender estimates will be payable during the next 12 months upon (i) the occurrence and continuance of a Cash Trap Event Period (see “Lockbox and Cash Management” section below) and (ii) the Kings Plaza Borrower failing to deliver evidence reasonably satisfactory to the lender that all taxes have been paid in a timely manner.

Insurance – The Kings Plaza Whole Loan documents require ongoing monthly insurance reserves in an amount equal to one-twelfth of the insurance premiums that the lender estimates will be payable during the next 12 months upon (i) the occurrence and continuance of a Cash Trap Event Period and (ii) the Kings Plaza Borrower failing to deliver evidence reasonably satisfactory to the lender that all insurance premiums have been paid in a timely manner.

Replacement Reserve – Upon the occurrence and continuance of a Cash Trap Event Period, the Kings Plaza Whole Loan documents require ongoing monthly replacement reserve deposits equal to the gross leasable area of the Kings Plaza Property (excluding the

Retail – Super Regional Mall	Loan #1	Cut-off Date Balance:	$82,945,946
5100 Kings Plaza	Kings Plaza	Cut-off Date LTV:	54.1%
Brooklyn, NY 11234		U/W NCF DSCR:	3.06x
		U/W NOI Debt Yield:	10.7%

portion that is occupied by Lowe’s Home Centers and any other tenant that is required to pay for all repairs and maintenance costs for its entire leased premises) multiplied by $0.25 and divided by 12 (subject to a cap of 24 months’ collection).

TI/LC Reserve – Upon the occurrence and continuance of a Cash Trap Event Period, the Kings Plaza Whole Loan documents require ongoing monthly TI/LC reserve deposits equal to the gross leasable area of the Kings Plaza Property multiplied by $1.50 and divided by 12 (subject to a cap of 24 months’ collection).

Ground Rent Reserve – Upon the occurrence and continuance of a Cash Trap Event Period, the Kings Plaza Whole Loan documents require ongoing monthly deposits equal to one-twelfth of the annual amounts due by the King Plaza Borrower, as applicable, under the ground leases (see “Ground Lease” section below).

Lockbox and Cash Management.The Kings Plaza Whole Loan is structured with a hard lockbox and springing cash management. The Kings Plaza Borrower was required at loan origination to deliver tenant direction letters to the tenants at the Kings Plaza Property to deposit all rents and payments directly into a lender-controlled lockbox account. In addition, Kings Plaza Energy LLC (“KPE”) is required to deposit amounts received by KPE directly into a lockbox account established and maintained by KPE. The Kings Plaza Borrower, the related managers, and KPE are required to deposit any additional funds received into the applicable lockbox account within three business days of receipt. As long as no Cash Trap Event Period (as defined below) is continuing, all funds deposited into each lockbox account are required to be transferred to or at the direction of the Kings Plaza Borrower. Upon the commencement of a Cash Trap Event Period, all funds on deposit in the lockbox accounts are required to be swept on a weekly basis and on the second business day preceding each payment date into a lender-controlled cash management account.

A “Cash Trap Event Period” will commence upon the earlier of the following:

(i)

an event of default under the Kings Plaza Whole Loan;

(ii)

the commencement of a Low Debt Service Period (as defined below); or

(iii)

the occurrence of an event of default under the Kings Plaza Mezzanine Loan (as defined below).

A Cash Trap Event Period will end upon the occurrence of the following:

●

with regard to clause (i) above, the cure of such event of default;

●

with regard to clause (ii) above, a Low Debt Service Period Cure Event (as defined below); or

●

with regard to clause (iii) above, the lender has received notice from the applicable mezzanine lender that no event of default under the Kings Plaza Mezzanine Loan is continuing.

A “Low Debt Service Period” will commence upon the earlier of the following:

(i)

the net cash flow DSCR (based on a hypothetical 30-year amortization term) under the Kings Plaza Whole Loan being less than 1.43x, or

(ii)

the combined DSCR (based on a hypothetical 30-year amortization term) under the Kings Plaza Whole Loan and the Kings Plaza Mezzanine Loan being less than 1.25x.

A “Low Debt Service Period Cure Event” will occur upon the occurrence of the following:

●

with regard to clause (i) above, the amortizing DSCR under the Kings Plaza Whole Loan being equal to or greater than 1.48x for two consecutive calendar quarters, or

●

with regard to clause (ii) above, the combined amortizing DSCR under the Kings Plaza Whole Loan and the Kings Plaza Mezzanine Loan being equal to or greater than 1.30x for two consecutive calendar quarters.

Property Management. The Kings Plaza Property is managed by Macerich Property Management Company, LLC, a Delaware limited liability company and an affiliate of the Kings Plaza Borrower.

Partial Release. Provided no event of default is ongoing, the Kings Plaza Borrower has the right to transfer and obtain a release of all or a portion of the parking garage structure, provided that, among other conditions outlined in the loan documents:

●

the release parcel is transferred to an affiliate of the Kings Plaza Borrower;

●

the Kings Plaza Borrower certifies to the lender that the release will not materially and adversely affect the use, value or revenue produced by the remaining improvements at the Kings Plaza Property;

●

the net revenue generated by parking operations at the Kings Plaza Property is not diminished by more than ade minimis amount (other than temporary loss of net revenue during any construction);

●

the remaining Kings Plaza Property constitutes a separate tax lot;

●

the number of parking spaces at the Kings Plaza Property is not reduced below the number of parking spaces required to satisfy zoning requirements;

●

the Kings Plaza Borrower certifies that the development of the release parcel will not materially impair the use of and/or the access to the garage by customers of the mall; and

●

the development of the release parcel is restricted to the development for a non-retail use, provided, however, that up to 10% of the gross leasable area of the completed development may be used for retail purposes, provided, further, that none

Retail – Super Regional Mall	Loan #1	Cut-off Date Balance:	$82,945,946
5100 Kings Plaza	Kings Plaza	Cut-off Date LTV:	54.1%
Brooklyn, NY 11234		U/W NCF DSCR:	3.06x
		U/W NOI Debt Yield:	10.7%

of the Kings Plaza Borrower (nor any affiliate) or Kings Plaza Guarantor shall cause or solicit any existing retail tenant at the Kings Plaza Property to lease space at the release parcel.

Real Estate Substitution. Not permitted.

Subordinate and Mezzanine Indebtedness.Concurrently with the funding of the Kings Plaza Loan, JPMorgan, SocGen and WFB funded a mezzanine loan in the amount of $53,000,000 (the “Kings Plaza Mezzanine Loan”), which is held by Prima Capital Advisors LLC. The Kings Plaza Mezzanine Loan is secured by the pledge of the equity interest in the Kings Plaza Borrower and is coterminous with the Kings Plaza Whole Loan. The Kings Plaza Mezzanine Loan accrues interest at a rate of 6.00000% per annum and following a five-year interest only period, is fully amortized by the maturity date of January 1, 2030 pursuant to a fixed amortization schedule.

Mezzanine Debt Summary

Original
Principal

Balance

Interest
Rate

Original
Term
(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

Kings Plaza Mezzanine Loan

$53,000,000

6.00000%

120

⁽¹⁾

1.73x

9.6%

60.0%

(1)

Following a five-year interest only period, the Kings Plaza Mezzanine Loan will fully amortize by the maturity date of January 1, 2030 pursuant to a fixed amortization schedule.

Ground Lease. A portion of the Kings Plaza Property, comprising the parking garage ingress/egress, the marina building (the “Marina Building”) and a portion of the ground under the parking garage covering a total of approximately 10,278 square feet, is subject to a ground lease with the City of New York. The original lease term expired on May 28, 2018 and the Kings Plaza Borrower exercised its 10-year extension option. Three 10-year, and one 9-year extension options remain with a fully-extended expiration date of May 28, 2067. The current annual ground rent payment is $122,957 through the payment date occurring in May 2028, at which point the ground rent will reset to $147,548 through the payment date in May 2038. All Seasons Marine Corp. (the “Ground Lease Subtenant”) currently subleases the Marina Building from the Kings Plaza Borrower. The initial ground sublease term expired in 2005, subsequent to which the Ground Lease Subtenant extended its sublease on a one- and two-year basis. A one-year extension through November 30, 2020 was recently executed by the Ground Lease Subtenant.

Terrorism Insurance.The Kings Plaza Whole Loan documents require that the “all risk” insurance policy required to be maintained by the borrower provides coverage for terrorism in an amount equal to the full replacement cost of the Kings Plaza 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 (provided that if TRIPRA or a similar statute is not in effect, the Kings Plaza Borrower will not be obligated to pay terrorism insurance premiums in excess of two times the annual premium for the casualty and business interruption coverage).

No. 2 – 1633 Broadway

Mortgage Loan Information				Mortgaged Property Information
Mortgage Loan Seller:	Wells Fargo Bank, National Association			Single Asset/Portfolio:	Single Asset
Credit Assessment (KBRA/Fitch/Moody’s):	A(sf)/BBB-sf/Baa2(sf)			Property Type – Subtype:	Office – CBD
Original Principal Balance⁽¹⁾:	$70,000,000			Location:	New York, NY
Cut-off Date Balance⁽¹⁾:	$70,000,000			Size:	2,561,512 SF
% of Initial Pool Balance:	7.3%			Cut-off Date Balance Per SF⁽¹⁾:	$390.78
Loan Purpose:	Refinance			Maturity Date Balance Per SF⁽¹⁾:	$390.78
Borrower Sponsor:	Paramount Group Operating Partnership LP			Year Built/Renovated:	1972/2013
Guarantor:	NAP			Title Vesting:	Fee
Mortgage Rate:	2.9900%			Property Manager:	Paramount Group Property-Asset Management LLC
Note Date:	November 25, 2019			Current Occupancy (As of):	98.4% (10/31/2019)
Seasoning:	2 months			YE 2018 Occupancy:	95.4%
Maturity Date:	December 6, 2029			YE 2017 Occupancy:	95.4%
IO Period:	120 months			YE 2016 Occupancy:	86.3%
Loan Term (Original):	120 months			YE 2015 Occupancy:	92.7%
Amortization Term (Original):	NAP			As-Is Appraised Value:	$2,400,000,000
Loan Amortization Type:	Interest-only, Balloon			As-Is Appraised Value Per SF:	$936.95
Call Protection⁽²⁾:	L(26),D(87),O(7)			As-Is Appraisal Valuation Date:	October 24, 2019
Lockbox Type:	Hard/Springing Cash Management			Underwriting and Financial Information
Additional Debt⁽¹⁾⁽³⁾:	Yes			TTM NOI (9/30/2019):	$110,809,315
Additional Debt Type (Balance)^{(1) (3)}:	Pari Passu($931,000,000)/ Subordinate ($249,000,000)/ Future Mezzanine/ Future Unsecured			YE 2018 NOI:	$109,098,450
				YE 2017 NOI:	$94,190,007
				YE 2016 NOI:	$93,821,386
				U/W Revenues:	$190,585,947
				U/W Expenses:	$71,435,784
Escrows and Reserves⁽⁴⁾				U/W NOI:	$119,150,163
	Initial	Monthly	Cap	U/W NCF:	$116,677,727
Taxes	$0	Springing	NAP	U/W DSCR based on NOI/NCF⁽¹⁾:	3.92x / 3.83x
Insurance	$0	Springing	NAP	U/W Debt Yield based on NOI/NCF⁽¹⁾:	11.9% / 11.7%
Replacement Reserve	$0	Springing	$1,024,605	U/W Debt Yield at Maturity based on NOI/NCF⁽¹⁾:	11.9% / 11.7%
TI/LC Reserve	$0	Springing	$5,123,024	Cut-off Date LTV Ratio⁽¹⁾:	41.7%
Unfunded Obligations Reserve	$36,389,727	$0	NAP	LTV Ratio at Maturity⁽¹⁾:	41.7%

Sources and Uses
Sources			Uses
Original senior loan amount	$1,001,000,000	80.1%	Loan payoff	$1,052,884,467	84.2%
Subordinate companion loan amount	249,000,000	19.9	Closing Costs	20,840,154	1.7
			Reserves	36,389,727	2.9
			Return of equity	139,885,652	11.2
Total Sources	$1,250,000,000	100.0%	Total Uses	$1,250,000,000	100.0%

(1)

The Cut-off Date Balance Per SF, Maturity Date Balance Per SF, U/W DSCR based on NOI/NCF, U/W Debt Yield based on NOI/NCF, U/W Debt Yield at Maturity based on NOI/NCF, Cut-off Date LTV Ratio and LTV Ratio at Maturity numbers presented above are based on the 1633 Broadway Senior Loan (as defined below). The U/W DSCR based on NOI/NCF, U/W Debt Yield based on NOI/NCF, U/W Debt Yield at Maturity based on NOI/NCF, Cut-off Date LTV Ratio and LTV Ratio at Maturity based upon the 1633 Broadway Whole Loan (as defined below) are 3.14x/3.07x, 9.5%/9.3%, 9.5%/9.3%, 52.1% and 52.1%, respectively.

(2)

Defeasance of the 1633 Broadway Whole Loan is permitted, in whole or in part without any partial release, at any time after the earlier to occur of (a) the end of the two year period commencing on the closing date of the securitization of the last promissory note representing a portion of the 1633 Broadway Whole Loan to be securitized and (b) November 25, 2022. The assumed defeasance lockout period of 26 payments is based on the closing date of this transaction in February 2020.

(3)

See “Subordinate and Mezzanine Indebtedness” and “Permitted Equityholder Debt” below for a further discussion of additional debt.

(4)

See “Escrows” section.

Office – CBD

Loan #2

Cut-off Date Balance:

$70,000,000

1633 Broadway

New York, NY 10019

1633 Broadway

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

41.7%

3.83x

11.9%

The Mortgage Loan. The mortgage loan (the “1633 Broadway Mortgage Loan”) is part of a whole loan (the “1633 Broadway Whole Loan”) that is evidenced by 34pari passusenior promissory notes in the aggregate original principal amount of $1,001,000,000 (the “1633 Broadway Senior Loan”) and fourpari passusubordinate promissory notes in the aggregate original principal amount of $249,000,000 (the “1633 Broadway Subordinate Companion Loan”). The 1633 Broadway Whole Loan is secured by a first priority fee mortgage encumbering a 48-story office tower located in New York, New York (the “1633 Broadway Property”). The 1633 Broadway Whole Loan was co-originated on November 25, 2019 by Goldman Sachs Bank USA, JPMorgan Chase Bank, National Association, DBR Investments Co. Limited and Wells Fargo Bank, National Association. The 1633 Broadway Mortgage Loan is evidenced by the non-controlling promissory Notes A-4-C-4 and A-4-C-5 in the aggregate original principal amount of $70,000,000. As shown in the “Note Summary” table below, eight promissory notes in the original aggregate principal amount of $250,000,000 were contributed to the BWAY 2019-1633 securitization trust. The 1633 Broadway Whole Loan will be serviced pursuant to the pooling and servicing agreement for the BWAY 2019-1633 securitization trust. The remaining 1633 Broadway Senior Loanpari passu notes are referred to herein as the “1633 BroadwayPari Passu Companion Loans”. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The 1633 Broadway Whole Loan” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

Note Summary

Notes	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
1633 Broadway Senior Loan
A-1-S-1	$250,000	$250,000	BWAY 2019-1633	No
A-2-S-1	$250,000	$250,000	BWAY 2019-1633	No
A-3-S-1	$250,000	$250,000	BWAY 2019-1633	No
A-4-S-1	$250,000	$250,000	BWAY 2019-1633	No
A-1-C-1	$50,000,000	$50,000,000	Goldman Sachs Bank USA	No
A-1-C-2	$45,000,000	$45,000,000	GSMS 2020-GC45	No
A-1-C-3	$45,000,000	$45,000,000	Goldman Sachs Bank USA	No
A-1-C-4	$40,000,000	$40,000,000	Goldman Sachs Bank USA	No
A-1-C-5	$30,000,000	$30,000,000	Goldman Sachs Bank USA	No
A-1-C-6	$20,000,000	$20,000,000	Goldman Sachs Bank USA	No
A-1-C-7	$20,000,000	$20,000,000	Goldman Sachs Bank USA	No
A-2-C-1-A	$27,500,000	$27,500,000	DBR Investments Co. Limited	No
A-2-C-1-B	$22,500,000	$22,500,000	Benchmark 2020-B16	No
A-2-C-2	$50,000,000	$50,000,000	DBR Investments Co. Limited	No
A-2-C-3	$40,000,000	$40,000,000	DBR Investments Co. Limited	No
A-2-C-4	$40,000,000	$40,000,000	DBR Investments Co. Limited	No
A-2-C-5	$15,000,000	$15,000,000	GSMS 2020-GC45	No
A-2-C-6	$35,000,000	$35,000,000	DBR Investments Co. Limited	No
A-2-C-7	$20,000,000	$20,000,000	DBR Investments Co. Limited	No
A-3-C-1-A	$27,500,000	$27,500,000	JPMorgan Chase Bank, National Association	No
A-3-C-1-B	$22,500,000	$22,500,000	Benchmark 2020-B16	No
A-3-C-2	$50,000,000	$50,000,000	JPMorgan Chase Bank, National Association	No
A-3-C-3	$40,000,000	$40,000,000	JPMorgan Chase Bank, National Association	No
A-3-C-4	$40,000,000	$40,000,000	JPMorgan Chase Bank, National Association	No
A-3-C-5	$30,000,000	$30,000,000	JPMorgan Chase Bank, National Association	No
A-3-C-6	$20,000,000	$20,000,000	JPMorgan Chase Bank, National Association	No
A-3-C-7	$20,000,000	$20,000,000	JPMorgan Chase Bank, National Association	No
A-4-C-1	$50,000,000	$50,000,000	BANK 2020-BNK25	No
A-4-C-2	$50,000,000	$50,000,000	BANK 2020-BNK25	No
A-4-C-3	$40,000,000	$40,000,000	Wells Fargo Bank, National Association	No
A-4-C-4	$40,000,000	$40,000,000	WFCM 2020-C55	No
A-4-C-5	$30,000,000	$30,000,000	WFCM 2020-C55	No
A-4-C-6	$20,000,000	$20,000,000	Wells Fargo Bank, National Association	No
A-4-C-7	$20,000,000	$20,000,000	Wells Fargo Bank, National Association	No
Total (Senior Loan)	$1,001,000,000	$1,001,000,000

1633 Broadway Subordinate Companion Loan
B-1	$62,250,000	$62,250,000	BWAY 2019-1633	Yes⁽¹⁾⁽²⁾
B-2	$62,250,000	$62,250,000	BWAY 2019-1633	Yes⁽¹⁾⁽²⁾
B-3	$62,250,000	$62,250,000	BWAY 2019-1633	Yes⁽¹⁾⁽²⁾
B-4	$62,250,000	$62,250,000	BWAY 2019-1633	Yes⁽¹⁾⁽²⁾
Total (Subordinate Companion Loan)	$249,000,000	$249,000,000
Total (Whole Loan)	$1,250,000,000	$1,250,000,000

Office – CBD

Loan #2

Cut-off Date Balance:

$70,000,000

1633 Broadway

New York, NY 10019

1633 Broadway

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

41.7%

3.83x

11.9%

(1)

(2)

The 1633 Broadway Subordinate Companion Loan is subordinate to the 1633 Broadway Senior Loan.

The Borrowers and Borrower Sponsor.The borrowers are PGREF I 1633 Broadway Tower, L.P. and PGREF I 1633 Broadway Land, L.P., each a Delaware limited partnership with two independent directors (the “1633 Broadway Borrower”). PGREF I 1633 Broadway Land, L.P. owns the 1633 Broadway Property entirely in fee and also ground leases the 1633 Broadway Property to PGREF I 1633 Broadway Tower, L.P. (i.e., both landlord and tenant interests in the ground lease are pledged as collateral, in addition to the fee interest in the 1633 Broadway Property). Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the 1633 Broadway Whole Loan. There is no non-recourse carveout guarantor or separate environmental indemnitor with respect to the 1633 Broadway Loan.

The borrower sponsor is Paramount Group Operating Partnership LP, which indirectly owns and controls the borrowers. Paramount Group, Inc. (NYSE: PGRE), an approximately 91% general partner of the borrower sponsor, is a real estate investment trust that currently owns and/or manages a 13.4 million square foot portfolio of 18 Class A office and retail buildings in New York, Washington, D.C., and San Francisco. Paramount Group, Inc. has a New York portfolio that includes: 1633 Broadway, 1301 Avenue of the Americas, 1325 Avenue of the Americas, 31 West 52nd Street, 900 Third Avenue, 712 Fifth Avenue, 60 Wall Street, 745 Fifth Avenue, 718 Fifth Avenue, and 0 Bond Street.

The Property.

The 1633 Broadway Property is an approximately 2.6 million square foot, 48-story office tower that is situated with a full block of Broadway frontage between 50th and 51st Streets in Midtown Manhattan. The 1633 Broadway Property contains views of the Hudson River, Central Park, and Midtown from above the 36th floor. In addition to the office space, the 1633 Broadway Property includes retail space (anchored by Equinox), a parking garage across three levels below grade, two theaters comprising a total of 145,192 square feet (the Gershwin Theatre and Circle in the Square) and storage space comprising 18,384 square feet.

The 1633 Broadway Property is located on a 90,400 square foot parcel comprising the entire western block front of Broadway between West 50th and West 51st Streets within the Westside office submarket of Midtown. The 1633 Broadway Property was constructed in 1972 and was most recently renovated in 2013. Since 2010, the borrower sponsor has invested a total of approximately $41.6 million in lobby renovations, plaza redevelopment, and retail renovations. In addition, the borrower sponsor has invested approximately $230 million in tenant improvements and leasing commissions since 2010. The borrower sponsor provided a 10-year renovation budget which totals approximately $55.98 million; the renovation budget is anticipated to be utilized for items including a roof replacement, structural upgrades, fire alarm system upgrades, Gershwin Theatre upgrades, completion of the terrace on the 47th and 48th floors, and development of the Retail Cube. Such renovations are not required by the 1633 Broadway Whole Loan documents, and have not been reserved for. The lender can provide no assurances that such renovation will proceed as expected or at all.

The 1633 Broadway Property comprises 2,561,512 square feet and was 98.4% leased as of October 31, 2019. The office component of the 1633 Broadway Property is currently 100.0% leased to 17 tenants and represents approximately 93.4% of underwritten base rent. The retail space within the 1633 Broadway Property totals approximately 80,000 square feet of net rentable area and is anchored by Equinox (25,458 square feet) with a lease expiration date in February 2040.

The 1633 Broadway Property features two theatres that comprise 5.7% of the total net rentable area and account for 1.2% of the underwritten rental revenue. The larger of the two theatres is UT Associates (“Gershwin Theatre”), which is notable for having hosting Wicked since 2003. The Gershwin Theatre’s lease contains three, five-year renewal options that could potentially extend the term through May 2042. The 1633 Broadway Property contains an additional theatre known as the Circle in the Square, which encompasses 34,570 square feet and currently hosts the show OKLAHOMA! The 1633 Broadway Property also houses the Circle in the Square Theatre School, the only accredited training conservatory associated with a Broadway theatre, which offers two, two-year training programs, in acting and musical theatre. The tenant currently pays a total contract rent of $864,250, or $25.00 PSF through September 2021.

The parking component within the 1633 Broadway Property consists of a 250-space parking garage across three levels below grade and comprises 64,158 square feet of net rentable area. The space is currently leased to ABM Parking Services, Inc., a parking garage operator, which has a lease expiration date in July 2026. The operator is responsible for a contract rent of approximately $2.39 million, or $10,168 per space, which will increase by at least 1.50%per annum throughout the remainder of the lease.

Major Tenants.

Largest Tenant by UW Base Rent: Allianz Asset Mgmt of America (“Allianz”; AA-/Aa3/AA by Fitch/Moody’s/S&P; 320,911 square feet; 12.5% of net rentable area; 15.7% of underwritten base rent; 1/31/2031 lease expiration) – Allianz occupies six suites with leases expiring in January 2031. Allianz is an asset manager with over 800 investment professionals in 25 offices worldwide and manages assets for individuals, families and institutions. The 1633 Broadway Property serves as the United States headquarters for Allianz.

2nd Largest Tenant by UW Base Rent: Morgan Stanley & Co (“Morgan Stanley”; A/A3/BBB+ by Fitch/Moody’s/S&P; 260,829 square feet; 10.2% of net rentable area; 11.1% of underwritten base rent; 3/31/2032 lease expiration) – Morgan Stanley occupies five suites with leases expiring in March 2032. Morgan Stanley, a financial holding company, provides various financial products and services to corporations, governments, financial institutions and individuals in the Americas, Europe, the Middle East, Africa and Asia. The company operates through three segments: Institutional Securities, Wealth Management and Investment Management.

3rd Largest Tenant by UW Base Rent: WMG Acquisition Corp (“Warner Music Group”; 293,888 square feet; 11.5% of net rentable area; 10.4% of underwritten base rent; 7/31/2029 lease expiration and month-to-month storage space) –Warner Music Group is an

Office – CBD

Loan #2

Cut-off Date Balance:

$70,000,000

1633 Broadway

New York, NY 10019

1633 Broadway

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

41.7%

3.83x

11.9%

American multinational entertainment and record label conglomerate. It is one of the “Big Three” recording companies and the third largest in the global music industry, next to Universal Music Group and Sony Music Entertainment. Warner Music Group is headquartered at the 1633 Broadway Property.

The following table presents certain information relating to the tenancy at the 1633 Broadway Property:

Major Tenants

Tenant Name	Credit Rating (Fitch/ Moody’s/ S&P)⁽¹⁾	Tenant NRSF	% of NRSF	Annual U/W Base Rent PSF⁽²⁾	Annual U/W Base Rent⁽²⁾	% of Total Annual U/W Base Rent	Lease Expiration Date	Extension Options	Term. Option (Y/N)
Major Tenants
Allianz⁽³⁾	AA-/Aa3/AA	320,911	12.5%	$82.66⁽³⁾	$26,527,064⁽³⁾	15.7%	1/31/2031	5 or 10 years⁽⁴⁾	N
Morgan Stanley	A/A3/BBB+	260,829	10.2%	$71.61	$18,677,050	11.1%	3/31/2032	2, 5-year or 1, 10-year	Y⁽⁵⁾
WMG Acquisition Corp⁽⁶⁾	NR/NR/NR	293,888	11.5%	$59.62⁽⁶⁾	$17,520,179⁽⁶⁾	10.4%	Various	1, 5-year or 10-year	N
Showtime Networks Inc	BBB/Baa2/BBB	261,196	10.2%	$55.28	$14,438,861	8.6%	1/31/2026	1, 5-year or 10-year	N
Kasowitz Benson Torres⁽⁷⁾	NR/NR/NR	203,394	7.9%	$68.00⁽⁷⁾	$13,830,452⁽⁷⁾	8.2%	3/31/2037	2, 5-year	Y⁽⁸⁾
New Mountain Capital, LLC⁽⁹⁾	NR/NR/NR	108,374	4.2%	$86.00⁽⁹⁾	$9,320,164⁽⁹⁾	5.5%	10/15/2035	1, 5-year	N
Charter Communications Holding	NR/Ba2/BB+	106,176	4.1%	$84.00	$8,918,784	5.3%	12/15/2025	NAP	N
MongoDB, Inc.	NR/NR/NR	106,230	4.1%	$76.00	$8,073,480	4.8%	12/31/2029	1, 5-year	N
Travel Leaders Group, LLC	NR/NR/B+	107,205	4.2%	$74.58	$7,994,846	4.7%	12/31/2033	1, 5-year	N
Assured Guaranty Municipal	NR/NR/A	103,838	4.1%	$69.88	$7,256,550	4.3%	2/28/2032	1, 5-year	N
Total Major Tenants		1,872,041	73.1%	$70.81	$132,557,430	78.5%

Non-Major Tenant		649,710	25.4%	$55.74	$36,213,171	21.5%

Occupied Collateral Total		2,521,751	98.4%	$66.93	$168,770,601	100.0%

Vacant Space		39,761	1.6%

Collateral Total		2,561,512	100.0%

(1)

Certain ratings are those of the parent company whether or not the parent company guarantees the lease.

(2)

Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through November 2020 totaling $1,272,795. The lender’s underwriting gives separate credit for the net present value of contractual rent step increments over the lease term using a discount rate of 7.0% (for investment grade tenants) totaling $7,558,579 (see “Operating History and Underwritten Net Cash Flow” below). The Annual U/W Base Rent PSF and Annual U/W Base Rent shown in the table above do not include credit given for such investment grade tenants.

(3)

Allianz Asset Mgmt of America subleases 20,600 square feet of suite 4600 (totaling 54,118 square feet) to Triumph Hospitality at a base rent of $46.80 PSF through December 30, 2030. Triumph Hospitality further subleases 3,000 square feet of suite 4600 to Stein Adler Dabah & Zelkowitz at a base rent of $41.33 PSF through July 31, 2022. Underwritten base rent is based on the contractual rent under the prime lease.

(4)

Subject to a maximum of 15 years in the aggregate.

(5)

Morgan Stanley has the option to terminate its lease as to all or any portion (but not less than one full floor) of its space at any time after April 1, 2027, upon 18 months’ notice and payment of a termination fee.

(6)

WMG Acquisition Corp subleases 3,815 square feet of suite 0400 (totaling 36,854 square feet) to Cooper Investment Partners LLC at a base rent of $58.37 PSF on a month-to-month basis. Underwritten base rent is based on the contractual rent under the prime lease.

(7)

Kasowitz Benson Torres subleases a collective 32,487 square feet of Suite 2200 (totaling 50,718 square feet) to three tenants. Delcath Systems, Inc. subleases 6,877 square feet and pays a rent of $68.50 PSF through February 28, 2021; Avalonbay Communities subleases 12,145 square feet through October 31, 2026 and pays a current rent of $74.00 PSF; Cresa New York subleases 13,195 square feet and pays a rent of $65.00 PSF through April 30, 2021. Underwritten base rent is based on the contractual rent under the prime lease.

(8)

Kasowitz Benson Torres has the right to terminate one full floor of the premises located on the uppermost or lowermost floors, effective as of March 31, 2024, upon notice by March 31, 2023.

(9)

New Mountain Capital, LLC has executed a lease but has not yet taken occupancy or begun paying rent. We cannot assure you that they will take occupancy or begin paying rent as expected or at all.

Office – CBD

Loan #2

Cut-off Date Balance:

$70,000,000

1633 Broadway

New York, NY 10019

1633 Broadway

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

41.7%

3.83x

11.9%

The following table presents certain information relating to the lease rollover schedule at the 1633 Broadway Property:

Lease Expiration Schedule⁽¹⁾⁽²⁾

Year Ending December 31,	No. of Leases Expiring	Expiring NRSF	% of Total NRSF	Cumulative Expiring NRSF	Cumulative % of Total NRSF	Annual U/W Base Rent⁽³⁾	% of Total Annual U/W Base Rent	Annual U/W Base Rent PSF⁽³⁾
MTM	13	9,482	0.4%	9,482	0.4%	$638,145	0.4%	$67.30
2020	2	960	0.0%	10,442	0.4%	$28,800	0.0%	$30.00
2021	3	86,460	3.4%	96,902	3.8%	$4,756,000	2.8%	$55.01
2022	4	116,337	4.5%	213,239	8.3%	$2,813,374	1.7%	$24.18
2023	7	38,550	1.5%	251,789	9.8%	$1,299,854	0.8%	$33.72
2024	1	51,276	2.0%	303,065	11.8%	$4,666,116	2.8%	$91.00
2025	4	106,176	4.1%	409,241	16.0%	$8,918,784	5.3%	$84.00
2026	11	383,584	15.0%	792,825	31.0%	$20,397,741	12.1%	$53.18
2027	3	55,247	2.2%	848,072	33.1%	$4,584,436	2.7%	$82.98
2028	4	90,001	3.5%	938,073	36.6%	$6,043,229	3.6%	$67.15
2029	10	399,717	15.6%	1,337,790	52.2%	$25,579,624	15.2%	$63.99
2030	0	0	0.0%	1,337,790	52.2%	$0	0.0%	$0.00
Thereafter	28	1,183,961	46.2%	2,521,751	98.4%	$89,044,498	52.8%	$75.21
Vacant	0	39,761	1.6%	2,561,512	100.0%	$0	0.0%	$0.00
Total/Weighted Average	90	2,561,512	100.0%			$168,770,601	100.0%	$66.93

(1)

Information obtained from the underwritten rent roll.

(2)

(3)

Total/Weighted Average Annual U/W Base Rent and Annual U/W Base Rent PSF exclude vacant space.

The following table presents historical occupancy percentages at the 1633 Broadway Property:

Historical Occupancy

12/31/2015⁽¹⁾		12/31/2016⁽¹⁾		12/31/2017⁽¹⁾		12/31/2018⁽¹⁾		10/31/2019⁽²⁾
92.7%		86.3%		95.4%		95.4%		98.4%

(1)	Information obtained from the borrower.

(2)	Information obtained from the underwritten rent roll.

Office – CBD

Loan #2

Cut-off Date Balance:

$70,000,000

1633 Broadway

New York, NY 10019

1633 Broadway

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

41.7%

3.83x

11.9%

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the 1633 Broadway Property:

Cash Flow Analysis

	2016	2017	2018	TTM 9/30/2019	U/W	%⁽¹⁾	U/W $ per SF
Base Rent	$141,156,682	$143,219,431	$160,621,035	$161,646,240	$167,497,806	84.3%	$65.39
Contractual Rent Steps⁽²⁾	0	0	0	0	1,272,795	0.6	0.50
Credit Tenant Rent Average⁽³⁾	0	0	0	0	7,558,579	3.8	2.95
Grossed Up Vacant Space	0	0	0	0	2,879,875	1.4	1.12
Gross Potential Rent	$141,156,682	$143,219,431	$160,621,035	$161,646,240	$179,209,055	90.2%	$69.96
Other Income⁽⁴⁾	5,692,549	5,017,065	4,645,691	4,240,034	4,279,853	2.2	1.67
Total Recoveries	9,150,315	11,228,307	13,952,510	16,874,074	15,267,588	7.7	5.96
Net Rental Income	$155,999,546	$159,464,803	$179,219,236	$182,760,348	$198,756,496	100.0%	$77.59
(Vacancy & Credit Loss)	(309,756)	0	0	0	(8,170,549)⁽⁵⁾	(4.6)	(3.19)
Effective Gross Income	$155,689,790	$159,464,803	$179,219,236	$182,760,348	$190,585,947	95.9%	$74.40

Real Estate Taxes	35,413,254	38,391,946	41,366,170	43,693,114	45,478,153	23.9	17.75
Insurance	1,061,417	908,564	1,009,544	1,082,131	1,069,190	0.6	0.42
Management Fee	2,507,162	2,981,306	3,149,432	3,287,347	1,000,000	0.5	0.39
Other Operating Expenses	22,886,571	22,992,980	24,595,640	23,888,441	23,888,441	12.5	9.33
Total Operating Expenses	$61,868,404	$65,274,796	$70,120,786	$71,951,033	$71,435,784	37.5%	$27.89

Net Operating Income	$93,821,386	$94,190,007	$109,098,450	$110,809,315	$119,150,163	62.5%	$46.52
Replacement Reserves	0	0	0	0	461,072	0.2	0.18
TI/LC	0	0	0	0	2,011,364	1.1	0.79
Net Cash Flow	$93,821,386	$94,190,007	$109,098,450	$110,809,315	$116,677,727	61.2%	$45.55

NOI DSCR⁽⁶⁾	3.08x	3.10x	3.59x	3.64x	3.92x
NCF DSCR⁽⁶⁾	3.08x	3.10x	3.59x	3.64x	3.83x
NOI Debt Yield⁽⁶⁾	9.4%	9.4%	10.9%	11.1%	11.9%
NCF Debt Yield⁽⁶⁾	9.4%	9.4%	10.9%	11.1%	11.7%

(1)

Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy & Credit Loss and (iii) percent of Effective Gross Income for all other fields.

(2)

Includes contractual rent steps through November 30, 2020.

(3)

Reflects the net present value of contractual rent step increments over the lease term using a discount rate of 7.0% (for investment grade tenants).

(4)

Other Income consists of overage rent, storage income, parking income, lease termination income, tenant work order income and other miscellaneous income.

(5)

The underwritten economic vacancy is 4.6%. The 1633 Broadway Property was 98.4% occupied as of October 31, 2019.

(6)

The debt service coverage ratios and debt yields are based on the 1633 Broadway Senior Loan and excludes subordinate debt.

Appraisal.The appraiser concluded to an “as-is” Appraised Value for the 1633 Broadway Property of $2,400,000,000 as of October 24, 2019.

Environmental Matters. According to the Phase I environmental site assessment dated October 30, 2019, there was no evidence of any recognized environmental conditions at the 1633 Broadway Property.

Office – CBD

Loan #2

Cut-off Date Balance:

$70,000,000

1633 Broadway

New York, NY 10019

1633 Broadway

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

41.7%

3.83x

11.9%

Market Overview and Competition.The 1633 Broadway Property is located in the Times Square neighborhood of Midtown Manhattan, a high traffic commercial corridor that produces 15% of New York City’s economic output. The neighborhood is bounded by 41st Street to the south and 52nd Street to the north between Avenue of the Americas and Eighth Avenue. The 1633 Broadway Property is located within one block of the 50^th Street/Broadway, 50^th Street and 49^th Street subway stations, which serve the 1, 2, C, E, N, R and W lines.

According to the appraisal, the 1633 Broadway Property is located within the Westside office submarket of Midtown within the Manhattan market. Historically, the submarket has benefitted from the office space located around the boundaries of Central Park along major corridors such as West 57th Street, Broadway and Seventh Avenue, which consist primarily of Class A office product that take advantage of protected Central Park views. The area’s proximity to these locations has assisted with the historically low vacancy and availability rates exhibited by this submarket since 2010. As of the third quarter of 2019, the Westside office submarket had an existing inventory of approximately 25.7 million square feet, a vacancy rate of 5.4% and an average asking rent of $66.21 PSF. As of the third quarter of 2019, the Manhattan office market had an existing inventory of approximately 456.1 million square feet, a vacancy rate of 5.9% and an average asking rent of $79.25 PSF.

The following table presents certain information relating to the appraiser’s market rent conclusions for the 1633 Broadway Property:

Market Rent Summary⁽¹⁾

	Office Floors 2 to 9	Office Floors 10 to 18	Office Floors 19 to 26	Office Floors 27 to 35	Office Floors 36 to 43	Office Floors 44 to 48
Market Rent (PSF)	$65.00	$68.00	$72.00	$76.00	$85.00	$90.00
Lease Term (Years)	15	15	15	15	15	15
Lease Type (Reimbursements)	MG	MG	MG	MG	MG	MG
Rent Increase Projection	10% increase every 5 years	10% increase every 5 years	10% increase every 5 years	$10% increase every 5 years	10% increase every 5 years	10% increase every 5 years

(1)	Information obtained from the appraisal.

The table below presents certain information relating to comparable sales pertaining to the 1633 Broadway Property identified by the appraiser:

Comparable Sales⁽¹⁾

Property Name	Location	Rentable Area (SF)	Sale Date	Sale Price	Sale Price (PSF)
150 East 42nd Street	New York, NY	1,698,603	Oct-19	$1,300,000,000	$765.33
330 Madison Avenue	New York, NY	855,000	Jul-19	$900,000,000	$1,052.63
30 Hudson Yards	New York, NY	1,463,234	Apr-19	$2,155,000,000	$1,472.77
237 Park Avenue	New York, NY	1,260,160	Jan-19	$1,200,000,000	$952.26
425 Lexington Avenue	New York, NY	728,171	Nov-18	$701,000,000	$962.69
666 Fifth Avenue	New York, NY	1,437,546	Aug-18	$1,286,082,681	$894.64
1515 Broadway	New York, NY	1,897,131	Nov-17	$1,950,000,000	$1,027.87
825 Eighth Avenue	New York, NY	2,080,000	Oct-17	$1,700,000,000	$817.31
245 Park Avenue	New York, NY	1,779,515	May-17	$2,210,000,000	$1,241.91

(1)	Information obtained from the appraisal.

Office – CBD

Loan #2

Cut-off Date Balance:

$70,000,000

1633 Broadway

New York, NY 10019

1633 Broadway

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

41.7%

3.83x

11.9%

The following tables present certain information relating to comparable office leases for the 1633 Broadway Property:

Comparable Leases⁽¹⁾

Property Name/Location	Year Built/ Renovated	Total GLA (SF)	Distance from Subject	Occupancy	Tenant	Tenant Size (SF)	Lease Start Date	Lease Term	Annual Base Rent PSF	Lease Type
1155 Avenue of the Americas New York, NY	1984/2016	752,996	1.0 mile	74.8%	BKD, LLC	20,899	Sep-19	13.5 Yrs	$77.00	MG
1 Rockefeller Plaza New York, NY	1936/NAV	603,397	0.5 miles	99.1%⁽²⁾	Veteran Advisers, Inc.	2,552	Sep-19	7.7 Yrs	$83.50	MG
1675 Broadway New York, NY	1990/NAV	878,321	0.4 miles	96.9%	Davis & Gilbert LLP	85,852	Aug-19	16.0 Yrs	$72.00	MG
142 West 57^th Street New York, NY	1986/NAV	255,586	0.7 miles	88.2%⁽²⁾	Wedbush Securities Inc.	15,626	Aug-19	10.8 Yrs	$65.00	MG
1251 Avenue of the Americas New York, NY	1971/NAV	2,364,000	0.2 miles	94.4%	IHI Americas, Inc.	9,438	Jul-19	10.3 Yrs	$70.50	MG
1345 Avenue of the Americas New York, NY	1969/1988	1,998,994	0.5 miles	94.8%	Global Infrastructure Partners	84,856	Jun-19	17.0 Yrs	$89.50	MG
810 Seventh Avenue New York, NY	1970/NAV	765,000	0.5 miles	93.3%	Colonial Consulting LLC	17,320	May-19	12.5 Yrs	$71.00	MG
1271 Avenue of the Americas New York, NY	1957/2019	2,100,000	0.2 miles	98.0%	Greenhill & Company AIG – American International Group, Inc.	77,622 320,237	May-19 Apr-19	15.3 Yrs 16.5 Yrs	$91.00 $97.13	MG MG
1700 Broadway New York, NY	1968/2003	625,000	0.6 miles	81.5%⁽²⁾	Excel Sports Management, LLC M. Arthur Gensler, Jr. & Associates, Inc.	17,078 13,237	Apr-19 Jan-19	7.6 Yrs 9.9 Yrs	$79.00 $71.00	MG MG
1325 Avenue of the Americas New York, NY	1989/NAV	808,998	0.5 miles	88.3%	Dominus Capital, L.P.	9,361	Mar-19	10.5 Yrs	$75.00	MG
1290 Avenue of the Americas New York, NY	1963/1996	2,113,000	0.3 miles	100.0%	Linklaters, LLP	90,508	Mar-19	16.1 Yrs	$84.00	MG
1177 Avenue of the Americas New York, NY	1992/2013	1,000,000	0.9 miles	90.2%	Mill Point Capital	11,644	Jan-19	10.5 Yrs	$87.00	MG
114 West 47^th Street New York, NY	1989/NAV	658,000	0.8 miles	94.3%⁽²⁾	IFM Investments	18,000	Oct-18	15.0 Yrs	$68.00	MG

(1)

Information obtained from the appraisal.

(2)

Information obtained from a third party market research provider.

Escrows.

Real Estate Taxes – Upon the occurrence and continuance of a Cash Trap Event Period (see “Lockbox and Cash Management” section), the 1633 Broadway Whole Loan documents require ongoing monthly real estate tax reserves in an amount equal to one-twelfth of the real estate taxes that the lender reasonably estimates will be payable during the next 12 months.

Insurance – Upon the occurrence and continuance of a Cash Trap Event Period, the 1633 Broadway Whole Loan documents require ongoing monthly insurance reserves in an amount equal to one-twelfth of the insurance premiums that the lender reasonably estimates will be payable for the renewal of the coverage during the next 12 months;provided, however, that, notwithstanding any prior springing conditions, the reserve will not be required if the 1633 Broadway Borrower maintains a blanket insurance policy reasonably acceptable to the lender and no event of default is continuing.

Office – CBD

Loan #2

Cut-off Date Balance:

$70,000,000

1633 Broadway

New York, NY 10019

1633 Broadway

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

41.7%

3.83x

11.9%

Replacement Reserve – Upon the occurrence and continuance of a Cash Trap Event Period, the 1633 Broadway Whole Loan documents require ongoing monthly replacement reserves of $42,692 subject to a cap of $1,024,605.

TI/LC Reserve – Upon the occurrence and continuance of a Cash Trap Event Period, the 1633 Broadway Whole Loan documents require ongoing monthly rollover reserves of $213,459 subject to a cap of $5,123,024.

Unfunded Obligations Reserve – The 1633 Broadway Whole Loan documents require an upfront deposit of $36,389,727, along with a $4,000,000 guaranty made by Paramount Group Operating Partnership LP, for outstanding tenant improvements, leasing commissions and free rent pertaining to 11 tenants at the 1633 Broadway Property at the time of origination of the 1633 Broadway Whole Loan.

Lockbox and Cash Management. The 1633 Broadway Whole Loan documents require that the 1633 Broadway Borrower establish and maintain a lender-controlled lockbox account, which is already in place, and that the borrower direct all tenants to pay rent directly into such lockbox account and the 1633 Broadway Borrower or property manager deposit any rent received within one business day. Prior to the occurrence of a Cash Trap Event Period (as defined below), all funds on deposit in the lockbox account will be disbursed to the 1633 Broadway Borrower. During a Cash Trap Event Period, all funds in the lockbox account are required to be swept each business day into the cash management account controlled by the lender and, on each payment date, all funds in the cash management account are required to be applied in accordance with the 1633 Broadway Whole Loan documents. During a Cash Trap Event Period, any excess cash flow remaining after satisfaction of the waterfall items is required to be swept to an excess cash flow subaccount to be held by the lender as additional security for the 1633 Broadway Whole Loan and, provided no event of default exists, disbursed for budgeted operating expenses, reserves or to the lender and/or the 1633 Broadway Borrower in accordance with the 1633 Broadway Whole Loan documents.

A “Cash Trap Event Period” will commence upon the earlier of the following:

(i)

the occurrence and continuance of an event of default;

(ii)

the net operating income debt yield (“NOI DY”) for the 1633 Broadway Whole Loan falling below 5.75% at the end of two consecutive calendar quarter; or

(iii)

the failure to deliver financial reports to the lender as and when required pursuant to the 1633 Broadway Whole Loan documents.

A Cash Trap Event Period will end upon the occurrence of the following:

●

with regard to clause (i) above, the cure of such event of default;

●

with regard to clause (ii) above:

(a) the NOI DY for the 1633 Broadway Whole Loan being greater than or equal to 5.75% for two consecutive calendar quarters;

(b) provided no event of default is continuing, the 1633 Broadway Borrower delivering to the lender as additional collateral and security a combination of one or more of the following reasonably acceptable to the lender: (x) sponsor guarantees (not to exceed an aggregate notional amount of $4,000,000), (y) letters of credit (subject in the aggregate notional amount, along with any sponsor guarantees, to a cap of 10% of the outstanding principal balance of the 1633 Broadway Whole Loan) and/or cash collateral, which, if applied to the principal balance, would cause the NOI DY to equal or exceed 5.75%; or

●

with regard to clause (iii), such financial reports having been received by the lender and indicating that no Cash Trap Event Period is ongoing.

Property Management. The 1633 Broadway Property is managed by an affiliate of the borrower sponsor.

Partial Release. Not permitted.

Real Estate Substitution.Not permitted.

Subordinate and Mezzanine Indebtedness.The 1633 Broadway Property also secures the 1633 BroadwayPari PassuCompanion Loans, which have an aggregate Cut-off Date principal balance of $931,000,000 and the 1633 Broadway Subordinate Companion Loans, which have an aggregate Cut-off Date principal balance of $249,000,000. The 1633 BroadwayPari PassuCompanion Loans and the 1633 Broadway Subordinate Companion Loan are coterminous with the 1633 Broadway Mortgage Loan. The 1633 BroadwayPari PassuCompanion Loans accrue interest at the same rate as the 1633 Broadway Mortgage Loan, and the 1633 Broadway Subordinate Companion Loan accrues interest at an interest rate of 2.9900%. The 1633 Broadway Mortgage Loan and the 1633 BroadwayPari PassuCompanion Loans are eachpari passuin right of payment and together are senior in right of payment to the 1633 Broadway Subordinate Companion Loan. The holders of the 1633 Broadway Mortgage Loan, the 1633 BroadwayPari PassuCompanion Loans and the 1633 Broadway Subordinate Companion Loan have entered into a co-lender agreement which sets forth the allocation of collections on the 1633 Broadway Whole Loan. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The 1633 Broadway Whole Loan ” in the Preliminary Prospectus.

Office – CBD

Loan #2

Cut-off Date Balance:

$70,000,000

1633 Broadway

New York, NY 10019

1633 Broadway

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

41.7%

3.83x

11.9%

The following table presents certain information relating to the 1633 Broadway Subordinate Companion Loan:

Subordinate Note Summary

B-Note

Original
Principal

Balance

B-Note

Interest Rate

Original
Term
(mos.)

Original
Amort.

Term (mos.)

Original IO

Term
(mos.)

Total Debt
UW

NCF DSCR

Total Debt
UW

NOI Debt
Yield

Total Debt
Cut-off

Date LTV

1633 Broadway Subordinate Companion Loan

$249,000,000

2.9900%

120

3.07x

9.5%

52.1%

Ground Lease. None.

Permitted Equityholder Debt. The direct or indirect equity owners of the 1633 Broadway Borrower are permitted to incur equityholder debt from an institutional lender secured by a pledge of their direct or indirect equity interests in the 1633 Broadway Borrower so long as, among other conditions pursuant to the 1633 Broadway Whole Loan documents: (a) the lender and such institutional lender have entered into a customary subordination and intercreditor agreement reasonably acceptable to the lender, (b) such loan is coterminous with the 1633 Broadway Whole Loan or is freely pre-payable without premium or penalty from and after the maturity date, (c) immediately after giving effect to the closing of such loan, the net operating income debt yield (as calculated in the 1633 Broadway Whole Loan documents) is not less than 9.35%, (d) immediately after giving effect to the closing of such loan, the loan-to-value ratio (as calculated in the 1633 Broadway Whole Loan documents) does not exceed 52.08%, (e) immediately after giving effect to the closing of such debt, the net operating income debt service coverage ratio (as calculated in the 1633 Broadway Whole Loan documents) is not less than 3.08x, (f) such loan is current-pay only, with no “pay-in-kind” or similar accrual feature, (g) if the permitted equityholder debt bears a floating rate of interest, the borrower acquires and maintains an interest rate cap or swap agreement from a counterparty acceptable to the lender in its reasonable discretion with a notional amount that is not less than the outstanding principal balance of the permitted equityholder debt and with a reasonable strike price; (h) rating agency confirmation is obtained; and (i) the permitted equityholder debt is not closed prior to the date that is at least one year after the closing date of the 1633 Broadway Whole Loan. See “Description of the Mortgage Pool—Additional Indebtedness—Mezzanine Indebtedness” in the Preliminary Prospectus.

Terrorism Insurance.The 1633 Broadway Whole Loan documents require that the “all risk” insurance policy required to be maintained by the 1633 Broadway Borrower provides coverage for terrorism in an amount equal to the full replacement cost of the 1633 Broadway 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 (provided that if TRIPRA or a similar statute is not in effect, the 1633 Broadway 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).

No. 3 – 650 Madison Avenue

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		Barclays Capital Real Estate Inc.			Single Asset/Portfolio:	Single Asset
Credit Assessment (KBRA/Fitch/Moody’s):		BBB-(sf)/BBB-sf/NR			Property Type – Subtype:	Mixed Use – Office/Retail
Original Principal Balance⁽¹⁾:		$40,000,000			Location:	New York, NY
Cut-off Date Balance⁽¹⁾:		$40,000,000			Size:	600,415 SF
% of Initial Pool Balance:		4.2%			Cut-off Date Balance Per SF⁽¹⁾:	$977.32
Loan Purpose:		Refinance			Maturity Date Balance Per SF⁽¹⁾:	$977.32
Borrower Sponsors:		Vornado Realty L.P.; OPG Investment Holdings (US), LLC			Year Built/Renovated:	1957 / 2015
Guarantors:		Vornado Realty L.P.; OPG Investment Holdings (US), LLC			Title Vesting⁽⁵⁾:	Fee
Mortgage Rate:		3.48600%			Property Manager:	Self-managed
Note Date:		November 26, 2019			Current Occupancy (As of):	97.4% (10/1/2019)
Seasoning:		2 months			YE 2018 Occupancy:	92.2%
Maturity Date:		December 8, 2029			YE 2017 Occupancy:	92.6%
IO Period:		120 months			YE 2016 Occupancy:	94.3%
Loan Term (Original):		120 months			YE 2015 Occupancy⁽⁴⁾:	89.8%
Amortization Term (Original):		NAP			Appraised Value⁽⁵⁾:	$1,210,000,000
Loan Amortization Type:		Interest-only, Balloon			Appraised Value Per SF⁽⁵⁾:	$2,015.27
Call Protection⁽²⁾:		L(26),D(87),O(7)			Appraisal Valuation Date:	October 31, 2019
Lockbox Type:		Hard/Springing			Underwriting and Financial Information
Additional Debt⁽¹⁾:		Yes			TTM NOI (9/30/2019):	$50,961,537
Additional Debt Type (Balance)⁽¹⁾:		Pari Passu($546,800,000); Subordinate Notes ($213,200,000)			YE 2018 NOI:	$48,557,496
					YE 2017 NOI:	$46,541,346
					YE 2016 NOI:	$42,701,194
					U/W Revenues:	$87,327,989
					U/W Expenses:	$28,901,495
Escrows and Reserves⁽³⁾					U/W NOI:	$58,426,495
	Initial		Monthly	Cap	U/W NCF:	$56,776,391
Taxes	$0		Springing	NAP	U/W DSCR based on NOI/NCF⁽¹⁾:	2.81x / 2.73x
Insurance	$0		Springing	NAP	U/W Debt Yield based on NOI/NCF⁽¹⁾:	13.0% / 12.5%
Replacement Reserve	$0		Springing	NAP	U/W Debt Yield at Maturity based on NOI/NCF⁽¹⁾:	10.0% / 9.7%
TI/LC Reserve	$0		Springing	NAP	Cut-off Date LTV Ratio⁽¹⁾:	48.5%
Outstanding TI/LC	$3,197,699		$0	NAP	LTV Ratio at Maturity⁽¹⁾:	48.5%
Free Rent	$6,378,315		$0	NAP

Sources and Uses
Sources			Uses
Senior loan	$586,800,000	70.7%	Payoff existing debt	$800,000,000	96.4	%
Junior loan	213,200,000	25.7	Defeasance costs	14,157,786	1.7
Existing debt reserve accounts	20,051,781	2.4	Upfront reserves	9,576,014	1.2
Sponsor equity	9,510,787	1.1	Closing costs	5,828,767	0.7
Total Sources	$829,562,568	100.0%	Total Uses	$829,562,568	100.0	%

(1)

The 650 Madison Avenue Mortgage Loan (as defined below) is part of the 650 Madison Avenue Whole Loan (as defined below), which is evidenced by (i) 21pari passunotes with an aggregate original balance of $586,800,000 and (ii) four subordinate B-notes with an aggregate original principal balance of $213,200,000 (the “650 Madison B Notes”). The Cut-off Date Balance Per SF, Maturity Date Balance Per SF, U/W NOI Debt Yield, U/W NCF Debt Yield, U/W NOI DSCR, U/W NCF DSCR, Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD numbers presented above are based on the aggregate principal balance of the promissory notes comprising the 650 Madison Senior Loan, without regard to the 650 Madison B Notes. The Cut-off Date Balance Per SF, Maturity or ARD Date Balance Per SF, U/W Debt Yield based on NOI/NCF, U/W DSCR based on NOI/NCF, Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD numbers presented above based on the combined balance of the entire F5 Tower Whole Loan are $1,332, 1,332, 7.3%, 7.1%, 2.06x, 2.00x, 66.1% and 66.1% respectively.

(2)

Defeasance of the 650 Madison Avenue Whole Loan is permitted at any time after the earlier to occur of (a) the end of the two-year period commencing on the closing date of the securitization of the last 650 Madisonpari passucompanion loan to be securitized and (b) November 26, 2022.

(3)

See “Escrows” below for a full description of the Escrows and Reserves.

(4)

2015 occupancy was mainly attributable to Crate & Barrel vacating 61,351 square feet of ground level retail and second floor office space. Since then, the borrower sponsors have executed leases with multiple luxury retailers including Celine, Moncler USA Inc. (each utilizing its space as its respective brand’s flagship location) and B.A.P.E. in the ground floor retail space and an institutional tenant, Sotheby’s, in the second floor office space.

(5)

The appraised value is based on the hypothetical “as-is” appraised value of $1,210,000,000 ($2,015 per square foot), which assumes all outstanding free rent and tenant improvements are funded in upfront reserve accounts by the borrower on the origination date. The “as-is” appraised value is $1,200,000,000 ($1,999 per square foot) and results in Cut-off Date LTV and Maturity Date LTV of 48.9% on the 650 Madison Avenue Senior Loan and a Cut-off Date LTV and Maturity Date LTV of 66.7% on the 650 Madison Avenue Whole Loan.

Mixed Use – Office/Retail	Loan #3	Cut-off Date Balance:	$40,000,000
650 Madison Avenue	650 Madison Avenue	Cut-off Date LTV:	48.5%
New York, NY 10022		U/W NCF DSCR:	2.73x
		U/W NOI Debt Yield:	10.0%

The Mortgage Loan. The 650 Madison Avenue mortgage loan is part of a whole loan evidenced by (i) 21 seniorpari passu promissory notes with an aggregate original principal balance of $586,800,000 (the “650 Madison Avenue Senior Loan”) and (ii) four B-notes with an aggregate original principal balance of $213,200,000, which are subordinate to the 650 Madison Avenue Senior Loan (the “650 Madison Avenue B-Notes,” and together with the 650 Madison Avenue Senior Loan, the “650 Madison Avenue Whole Loan”). The 650 Madison Avenue Whole Loan was co-originated by Barclays Capital Real Estate Inc., Citi Real Estate Funding Inc., Goldman Sachs Bank USA and BMO Harris Bank N.A. The 650 Madison Avenue Whole Loan is secured by a first lien mortgage encumbering the borrower’s fee interest in a 600,415 square-foot Class A office and retail property located at 650 Madison Avenue in New York City (the “650 Madison Avenue Property”). Promissory Note A-3-3, with an original principal balance of $40,000,000 will be included in the WFCM 2020-C55 securitization trust (the “650 Madison Avenue Mortgage Loan”). The 650 Madison Avenue Whole Loan will be serviced pursuant to the pooling and servicing agreement for the MAD 2019-650M securitization trust. See “Description of the Mortgage Pool— The Whole Loans—The Non-Serviced AB Whole Loan” and“Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the Preliminary Prospectus.

Note Summary

Notes	Original Principal Balance	Cut-off Date Balance	Note Holder	Controlling Interest
A-1-1	$50,000,000	$50,000,000	CGCMT 2019-C7	No⁽¹⁾
A-2-1, A-1-3	$50,000,000	$50,000,000	GSMS 2020-GC45⁽²⁾	No
A-1-4, A-1-6	$137,900,000	$137,900,000	Citi Real Estate Funding Inc.	No
A-1-5	$45,000,000	$45,000,000	Benchmark 2020-B16⁽³⁾	No
A-1-2-1	$40,000,000	$40,000,000	Cantor Commercial Real Estate Lending L.P.	No
A-2-2	$50,000,000	$50,000,000	Goldman Sachs Mortgage Company	No
A-2-3	$20,000,000	$20,000,000	Goldman Sachs Mortgage Company	No
A-2-4	$20,000,000	$20,000,000	Goldman Sachs Mortgage Company	No
A-2-5	$10,000,000	$10,000,000	Goldman Sachs Mortgage Company	No
A-2-6	$6,450,000	$6,450,000	Goldman Sachs Mortgage Company	No
A-2-7	$5,000,000	$5,000,000	Goldman Sachs Mortgage Company	No
A-2-8	$5,000,000	$5,000,000	Goldman Sachs Mortgage Company	No
A-3-1	$60,000,000	$60,000,000	BBCMS 2020-C6	No
A-3-2	$46,450,000	$46,450,000	An affiliate of Barclays	No
A-3-3	$40,000,000	$40,000,000	An affiliate of Barclays	No
A-4, A-5, A-6, A-7	$1,000,000	$1,000,000	MAD 2019-650M	No
B-1, B-2, B-3, B-4	$213,200,000	$213,200,000	MAD 2019-650M	Yes⁽¹⁾
Total	$800,000,000	$800,000,000

(1)

The initial controlling note is note B-1, so long as no related control appraisal period has occurred and is continuing. If and for so long as a control appraisal period has occurred and is continuing, then the controlling note will be note A-1-1. See “Description of the Mortgage Pool— The Whole Loans—The Non-Serviced AB Whole Loans—The 650 Madison Avenue Whole Loan” in the Preliminary Prospectus.

(2)

The GSMS 2020-GC45 trust is expected to close on January 30, 2020.

(3)

The Benchmark 2020-B16 trust is expected to close on February 12, 2020.

The Borrower and Borrower Sponsor.The borrower for the 650 Madison Avenue Whole Loan is 650 Madison Owner LLC, a Delaware limited liability company and special purpose entity with two independent directors in its organizational structure. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 650 Madison Avenue Whole Loan. The non-recourse carveout guarantors are Vornado Realty L.P. (“Vornado”) and OPG Investment Holdings (US), LLC (“Oxford”). Vornado and Oxford are liable on a several basis, 50% with respect to Vornado and 50% with respect to Oxford, subject to, with respect to each guarantor, an $80,000,000 cap on the full recourse carve-outs relating to bankruptcy and substantive consolidation and a $400,000,000 cap on all other guaranteed obligations.

The borrower sponsors of the 650 Madison Avenue Whole Loan are Vornado and Oxford. Vornado is one of the largest owners and operators of commercial real estate in the United States with a portfolio of Class A office, high-value street retail and other property types, primarily located in New York City, aggregating over 34.6 million square feet. Oxford is a global real estate investor with approximately $45.0 billion of assets under management on behalf of Ontario Municipal Employees Retirement System, one of Canada’s largest pension plans. In New York City, Oxford partnered with Crown Acquisitions to acquire Olympic Tower (a 380,000 square-foot office tower with retail space, which includes the Cartier Mansion, Versace townhouse, Furla and Armani Exchange), and with Related Companies in the development of Hudson Yards. The joint venture of Vornado and Oxford includes other investors, such as Crown Acquisitions. Crown Acquisitions is a real estate firm focused on luxury retail and has previously served as the 650 Madison Avenue Property’s retail operating advisor. The borrrower sponsors are subject to pending lawsuits, the majority of which are based on tort. See“Description of the Mortgage Pool—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings”in the Prospectus.

Mixed Use – Office/Retail	Loan #3	Cut-off Date Balance:	$40,000,000
650 Madison Avenue	650 Madison Avenue	Cut-off Date LTV:	48.5%
New York, NY 10022		U/W NCF DSCR:	2.73x
		U/W NOI Debt Yield:	10.0%

The Property.The 650 Madison Avenue Property is a 27-story, 600,415 square feet Class A office building with grade level retail located in Midtown Manhattan on Madison Avenue between 59th and 60th Streets. The 650 Madison Avenue Property consists of 564,255 square feet of Class A office space and 36,160 square feet of ground floor retail space, which is inclusive of below-grade storage and flex space. The 650 Madison Avenue Property was originally constructed in 1957 as an eight-story building and in 1987 underwent a significant expansion and renovation that added the office tower. Based on the underwritten rent roll dated October 1, 2019, the 650 Madison Avenue Property is currently 97.4% leased (based on net rentable area (“NRA”)) to a diverse tenant roster including fashion (Ralph Lauren Corporation (“Ralph Lauren”)), healthcare (Memorial Sloan Kettering Cancer Center (“MSKCC”)) and luxury goods (Celine Inc. (“Celine”)), as well as finance (“Willett Advisors LLC”). Each of the top three tenants by net rentable area (see “Top Tenant Summary” below) are investment grade rated and account for 64.6% of NRA and 56.1% of UW rent.

Office (94.5% of Occupied NRA; 72.0% of UW Rent)

The 564,255 square feet of Class A office space at the 650 Madison Avenue Property is currently 97.9% occupied by 17 tenants that collectively contribute 72.0% of underwritten rent (inclusive of storage rent derived from office tenants). 358,491 square feet of the office space (65.9% of Class A office NRA) at the 650 Madison Avenue Property is leased to two investment grade-rated office tenants (Ralph Lauren and MSKCC). The largest office tenant at the 650 Madison Avenue Property, Ralph Lauren (rated A2/A- by Moody’s/S&P), occupies 46.1% of the 650 Madison Avenue Property’s NRA and accounts for 32.5% of underwritten rent. The tenant has occupied space in the 650 Madison Avenue Property since 1989 and has expanded several times. The 650 Madison Avenue Property serves as Ralph Lauren’s international headquarters. Ralph Lauren designs, markets and distributes apparel, accessories, fragrances and home furnishings under a wide range of brands and its operations include wholesale, retail, and licensing.

The second largest office tenant at the 650 Madison Avenue Property, MSKCC (rated AA/Aa3/AA- by Moody’s/Fitch/S&P), occupies 16.8% of the 650 Madison Avenue Property’s NRA and accounts for 12.3% of underwritten rent. MSKCC signed a 10-year lease in 2013 to take over the approximately 100,000 square foot medical office space that was previously occupied by Columbia Doctors, a faculty-run medical practice of Columbia University. The tenant has a separate entrance on the 60th Street side of the 650 Madison Avenue Property and uses the space for medical purposes. MSKCC is a cancer treatment and research institution in New York City and was founded in 1884 as the New York Cancer Hospital. MSKCC is the largest and oldest private cancer center in the world, and is one of 50 National Cancer Institute-designated Comprehensive Cancer Centers.

Retail (5.5% of Occupied NRA; 28.0% of UW Rent)

The 36,160 square feet of ground floor retail space at the 650 Madison Avenue Property is currently 88.4% occupied by five tenants that collectively contribute 28.0% of underwritten rent (inclusive of storage rent derived from retail tenants).

The ground floor retail space spans an entire block of the Madison Avenue retail corridor and, along with the second floor office space, was previously primarily occupied by Crate & Barrel until 2015. Since then, the borrower sponsors have executed leases with multiple luxury retailers including Celine, Moncler USA Inc (“Moncler”) (each utilizing its space as its respective brand’s flagship location) and B.A.P.E. in the ground floor retail space and an institutional tenant, Sotheby’s Int’l Realty Inc (“Sotheby’s”), in the second floor office space. The re-leasing has further diversified the rent roll at the 650 Madison Avenue Property and, based on UW gross rent, the new leases have extended the weighted average lease expiration date of the space previously occupied by Crate & Barrel (excluding Tod’s, which has been a ground floor retail tenant at the 650 Madison Avenue Property since 1998) to August 2029.

The largest retail tenant by underwritten rent, Celine, is a wholly owned subsidiary of LVMH (rated A1/A+ by Moody’s/S&P), occupies 1.7% of NRA and accounts for 11.3% of underwritten rent. Founded in 1945 by Céline Vipiana, Celine is a French ready-to-wear and leather luxury goods brand that has been owned by LVMH group (OTCMKTS: LVMUY) since 1996. Celine owns approximately 140 stores worldwide and is distributed through a network including department stores such as Saks Fifth Avenue (New York), Harrods (London) and Galeries Lafayette (Paris).The retail space showcases Celine’s NYC flagship store as well as the world’s largest Celine store.

Mixed Use – Office/Retail	Loan #3	Cut-off Date Balance:	$40,000,000
650 Madison Avenue	650 Madison Avenue	Cut-off Date LTV:	48.5%
New York, NY 10022		U/W NCF DSCR:	2.73x
		U/W NOI Debt Yield:	10.0%

The following table presents certain information relating to the tenancy at the 650 Madison Property:

Major Tenants

Tenant Name	Credit Rating (Fitch/ Moody’s/ S&P)⁽¹⁾	Tenant NRSF⁽²⁾	% of NRSF	Annual U/W Base Rent PSF⁽³⁾	Annual U/W Base Rent⁽³⁾	% of Total Annual U/W Base Rent	Lease Expiration Date	Extension Options	Termination Option (Y/N)
Major Tenants
Ralph Lauren	NR/A2/A-	277,016	46.1%	$89.41	$24,767,403	32.5%	12/31/2024	1, 10-year	N
MSKCC	AA/Aa3/AA-	100,700	16.8	$92.97	9,362,079	12.3	7/31/2023	1, 5-year	Y⁽⁴⁾
Willett Advisors LLC	NR/NR/NR	25,732	4.3	$155.00	3,988,460	5.2	12/31/2024	NAP	N
Sotheby’s	NR/B3/B+	37,772	6.3	$91.60	3,459,915	4.5	11/30/2035	1, 5-year	N
BC Partners Inc.	NR/NR/NR	19,380	3.2	$118.58	2,298,086	3.0	1/31/2027	NAP	N
Top 5 Office Tenants		460,600	76.7%	$95.26	$43,875,943	57.6%

Other Office Tenants⁽⁵⁾		92,080	15.3%	$119.00	$10,957,911	14.4%

Office Tenants Subtotal/Wtd. Avg.		552,680	92.0%	$99.21	$54,833,855	72.0%

Celine	NR/A1/A+	10,223	1.7%	$841.24	$8,600,017	11.3%	2/28/2029	NAP	N
Moncler	NR/NR/NR	8,985	1.5	667.78	6,000,000	7.9	8/31/2026	1, 5-year	N
Tod’s	NR/NR/NR	7,867	1.3	680.90	5,356,615	7.0	10/13/2023	NAP	N
B.A.P.E.⁽⁶⁾	NR/NR/NR	3,705	0.6	298.52	1,106,000	1.5	7/31/2030	NAP	N
Domenico Vacca⁽⁶⁾	NR/NR/NR	1,202	0.2	239.60	288,000	0.4	1/1/2030	NAP	N
Retail Subtotal		31,982	5.3%	$667.58	$21,350,632	28.0%

Vacant Space⁽⁷⁾		15,753	2.6%

Collateral Total		600,415	100.0%	$130.31	$76,184,487	100.0%	600,415

(1)

Certain ratings are those of the parent company whether or not the parent company guarantees the lease.

(2)

Certain office tenants and retail tenants have storage/miscellaneous square feet included in their respective space.

(3)

U/W Base Rent includes contractual rent steps through July 2020 for non-investment grade rated tenants and the straight-line average for investment grade rated tenants through the lease term totaling $1,406,588. U/W Base Rent excludes $10,080 attributable to an elevator marketing contract with Captivate LLC (0 square feet).Vacant Space includes a 1,616 square foot café tenant that is leased on a month-to-month basis with no attributable underwritten base rent.

(4)

MSKCC has a one-time option to terminate its lease upon at least 18 months prior written notice to the landlord, provided that (a) the termination date is not earlier than July 1, 2020 or not later than June 30, 2022, (b) the termination date is at least 18 months after the termination notice is received by the landlord, and (c) MSKCC has paid to the landlord the termination payment simultaneously with the giving of such termination notice.

(5)

Net Rentable Area (SF) includes a 1,196 square-foot property management office with no attributable U/W Base Rent.

(6)

B.A.P.E. and Domenico Vacca are currently completing the build-out of their respective spaces and are expected to take occupancy in early 2020.

(7)

Vacant Net Rentable Area (SF) includes 11,575 square feet of office space and 4,178 square feet of retail space.

Mixed Use – Office/Retail	Loan #3	Cut-off Date Balance:	$40,000,000
650 Madison Avenue	650 Madison Avenue	Cut-off Date LTV:	48.5%
New York, NY 10022		U/W NCF DSCR:	2.73x
		U/W NOI Debt Yield:	10.0%

The following table presents certain information relating to the lease rollover schedule at the 650 Madison Property:

Lease Expiration Schedule⁽¹⁾⁽²⁾

Year Ending December 31,	No. of Leases Expiring	Expiring NRSF	% of Total NRSF	Cumulative Expiring NRSF	Cumulative % of Total NRSF	Annual U/W Base Rent⁽³⁾	% of Total Annual U/W Base Rent	Annual U/W Base Rent PSF⁽³⁾
MTM	0	0	0.0%	NAP	NAP	0	0.0%	NAP
2020	2	20,317	3.4%	20,317	3.4%	$2,479,060	3.3	$122.02
2021	2	12,888	2.1	33,205	5.5%	$1,538,559	5.3	$311.73
2022	1	3,218	0.5	36,423	6.1%	$353,980	5.7	$1,358.48
2023	4	114,905	19.1	151,328	25.2%	$15,320,804	25.8	$171.38
2024	10	313,250	52.2	464,578	77.4%	$30,121,123	65.4	$159.02
2025	1	6,341	1.1	470,919	78.4%	$729,215	66.3	$7,970.78
2026	2	16,755	2.8	487,674	81.2%	$6,971,250	75.5	$3,432.65
2027	4	30,029	5.0	517,703	86.2%	$3,866,158	80.6	$2,044.03
2028	1	0	0.0	517,703	86.2%	$10,080	80.6	$0.00
2029	1	10,223	1.7	527,926	87.9%	$8,600,017	91.9	$6,846.35
2030	4	17,768	3.0	545,694	90.9%	$2,744,405	95.5	$4,093.58
Thereafter⁽⁴⁾	1	38,968	6.5	584,662	97.4%	$3,459,915	100.0	$2,017.22
Vacant	0	15,753	2.6	600,415	100.0%	$0	0.0	$0.00
Total/Weighted Average	33	600,415	100.0%			$76,194,567	100.0%	$130.31

(1)

Information obtained from the underwritten rent roll.

(2)

(3)

U/W Base Rent Expiring includes contractual rent steps through July 2020 for non-investment grade rated tenants and the straight-line average for investment grade rated tenants through the lease term.

(4)

Thereafter includes a property management office that has no attributable underwritten base rent.

The following table presents historical occupancy percentages at the 650 Madison Property:

Historical Occupancy

12/31/2015⁽¹⁾	12/31/2016⁽¹⁾	12/31/2017	12/31/2018	10/1/2019⁽²⁾
89.8%	94.3%	92.6%	92.2%	97.4%

(1)

2015 occupancy was mainly attributable to Crate & Barrel vacating 61,351 square feet of ground level retail and second floor office space. Since then, the borrower sponsors have executed leases with multiple luxury retailers including Celine, Moncler (each utilizing its space as its respective brand’s flagship location) and B.A.P.E. in the ground floor retail space and an institutional tenant, Sotheby’s, in the second floor office space.

(2)	Information obtained from the underwritten rent roll.

Mixed Use – Office/Retail	Loan #3	Cut-off Date Balance:	$40,000,000
650 Madison Avenue	650 Madison Avenue	Cut-off Date LTV:	48.5%
New York, NY 10022		U/W NCF DSCR:	2.73x
		U/W NOI Debt Yield:	10.0%

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 650 Madison Property:

Cash Flow Analysis

	2016	2017	2018	TTM 7/31/2019⁽¹⁾	U/W⁽¹⁾	%⁽²⁾	U/W $ per SF
Base Rent	$60,021,833	$65,301,771	$65,936,214	$68,490,075	$74,787,979	82.5%	$124.56
Contractual Rent Steps⁽³⁾	0	0	0	0	1,406,588	1.6	2.34
Grossed Up Vacant Space	0	0	0	0	3,327,410	3.7	5.54
Gross Potential Rent	$60,021,833	$65,301,771	$65,936,214	$68,490,075	$79,521,977	87.7%	$132.45
Other Income	222,390	265,643	319,055	362,098	371,407	0.4	0.62
Total Recoveries	7,020,651	7,750,395	8,784,226	9,361,042	10,762,016	11.9	17.92
Net Rental Income	$67,264,874	$73,317,809	$75,039,495	$78,213,215	$90,655,399	100.0%	$150.99
(Vacancy & Credit Loss)	(86,339)	(829,105)	0	75,003	(3,327,410)⁽⁵⁾	(3.7)	(5.54)
Effective Gross Income	$67,178,535	$72,488,704	$75,039,495	$78,288,218	$87,327,989	96.3%	$145.45

Real Estate Taxes	15,935,782	16,699,910	17,606,496	18,301,078	19,659,925	22.5	32.74
Insurance	396,387	393,355	378,835	380,309	382,942	0.4	0.64
Management Fee	1,117,542	1,475,379	1,413,137	1,402,802	873,280	1.0	1.45
Other Operating Expenses	7,027,630	7,378,714	7,083,531	7,242,492	7,985,348	9.1	13.30
Total Operating Expenses	$24,477,341	$25,947,358	$26,481,999	$27,326,681	$28,901,495	33.1%	$48.14

Net Operating Income	$42,701,194	$46,541,346	$48,557,496	$50,961,537	$58,426,495	66.9%	$97.31
Replacement Reserves	0	0	0	0	150,104	0.2	0.25
TI/LC	0	0	0	0	1,500,000	1.7	2.50
Net Cash Flow	$42,701,194	$46,541,346	$48,557,496	$50,961,537	$56,776,391	65.0%	$94.56

NOI DSCR	2.05x	2.24x	2.33x	2.45x	2.81x
NCF DSCR	2.05x	2.24x	2.33x	2.45x	2.73x
NOI Debt Yield	7.3%	7.9%	8.3%	8.7%	10.0%
NCF Debt Yield	7.3%	7.9%	8.3%	8.7%	9.7%

(1)

The increase in Base Rent from TTM 9/30/2019 to Underwritten is primarily attributable to the signing of six new leases since December 2018.

(2)

Represents (i) percent of Net Rental Income for all revenue fields and for Vacancy & Credit Loss and (ii) percent of Effective Gross Income for all other fields.

(3)

Contractual Rent Steps includes contractual rent steps through July 2020 for non-investment grade rated tenants and the straight-line average for investment grade rated tenants through the lease term.

(4)

The underwritten economic vacancy is 3.7%. The 650 Madison Property was 97.4% physically occupied as of October 1, 2019.

Appraisal.The appraiser concluded to an “as-is” appraised value of $1,210,000,000 as of October 31, 2019.

Environmental Matters. According to the Phase I environmental site assessment dated October 29, 2019, there was no evidence of any recognized environmental conditions at the 650 Madison Property.

Market Overview and Competition.The 650 Madison Avenue Property occupies a full block along Madison Avenue between East 59th and 60th Streets within the Plaza District office submarket and the Madison Avenue retail submarket. The Plaza District is the largest office submarket by square feet in the country and is bounded by 65th Street to the north, the East River to the east, 47th Street on the south, and Avenue of the Americas on the west. The Madison Avenue retail submarket is located on Madison Avenue between 57th and 72nd Streets. According to the appraisal, Class A office space in the Plaza District had an inventory of approximately 78.2 million square feet of office space, direct asking rents of $99.29 per square foot and a direct vacancy rate of 8.1% as of the third quarter of 2019. According to the appraisal, the 650 Madison Avenue Property is located within the Madison/Fifth Avenue Class A office micro-market. As of the third quarter of 2019, the Madison/Fifth Avenue Class A office micro-market had an inventory of approximately 18.9 million square feet of office space and direct asking rents of $102.23 per square foot. The 650 Madison Avenue Property’s weighted average office underwritten rent per square foot equals $99.21.

Mixed Use – Office/Retail	Loan #3	Cut-off Date Balance:	$40,000,000
650 Madison Avenue	650 Madison Avenue	Cut-off Date LTV:	48.5%
New York, NY 10022		U/W NCF DSCR:	2.73x
		U/W NOI Debt Yield:	10.0%

The appraiser concluded blended market rents of $108.87 per square foot and $986.96 per square foot for the office and ground level retail space, respectively. Based on the appraisal’s market rents, the 650 Madison Avenue Property’s in place rent is approximately 8.0% below market rent.

Market Rent Analysis (Office)		Market Rent Analysis (Retail)
Floors	Rent PSF	Tenant Category	Rent PSF
Concourse	$50.00	Below Grade	$35.00
2 to 7	$97.00	60^thCorner	$1,250.00
8 to 10	$106.00	60^thStreet	$250.00
11 to 15	$116.00	59^thCorner	$1,250.00
16 to 18	$127.00	59^thStreet	$350.00
19 to 22	$137.00	59^thMidblock	$550.00
23 to 27	$147.00	Inline	$1,250.00

The following table presents certain information relating to comparable office properties to 650 Madison Property:

Comparable Office Leases⁽¹⁾

Property Name/Location	Year Built	NRA (SF)	Tenant	Lease Size (SF)	Rent PSF⁽²⁾	Commencement	Lease Term (Years)	Lease Type
12 East 49^th Street	1967	899,000	Echo Street Capital	16,200	$128.15	Sep-2019	10	Gross
535 Madison Avenue	1981	444,293	AGL Credit Management	9,493	$123.12	Sep-2019	5	Gross
320 Park Avenue	1994	656,436	Windrose Health Investors	8,714	$92.72	Aug-2019	10	Gross
65 East 55th Street	1986	528,552	Addition Financial	14,901	$177.11	Aug-2019	12	Gross
660 Madison Avenue	1958	475,893	Trevi Health Capital	8,320	$119.92	Jul-2019	8	Gross
450 Park Avenue	1972	247,242	Nitorum Capital	10,338	$93.58	May-2019	10	Gross
65 East 55^th Street	1986	528,552	Clear	10,185	$115.00	May-2019	11	Gross
499 Park Avenue	1980	265,000	Cornell Capital	11,606	$109.50	Apr-2019	6	Gross
510 Madison Avenue	2009	350,000	Stone Ridge Asset Management	5,575	$148.75	Apr-2019	5	Gross
450 Park Avenue	1972	247,242	Jones Day	10,338	$107.20	Mar-2019	10	Gross

(1)	Information obtained from appraisal.

(2)	Comparable Rent PSF reflects the appraisal net rent PSF and accounts for certain appraisal adjustments.

Comparable Retail Leases⁽¹⁾

Property Name/Location	Tenant	Lease Size (SF)	Grade Floor Rent PSF⁽²⁾	Average Rent PSF⁽²⁾	Commencement	Lease Term (Years)	Lease Type
645 Madison Avenue	Byredo	1,192	$1,154.39	NAP	Sep-2019	10	Gross
680 Madison Avenue	Missoni	4,125	$1,052.62	$890.07	Apr-2019	15	Gross
432 Park Avenue	Amaffi	4,000	$429,96	NAP	Mar-2019	10	Gross
680 Madison Avenue	Sergio Rossi	1,200	$1,150.49	$874.50	Jan-2019	10	Gross
706 Madison Avenue	Hermes	34,688	$1,409.78	$375.44	Jan-2019	20	Gross
57 East 57^th Street	Zilli	2,500	$550.80	NAP	Nov-2018	10	Gross
620 Madison Avenue	Balenciaga	7,600	$852.53	$655.34	Jul-2018	15	Gross
655 Madison Avenue	Schutz	1,656	$1,309.16	$945.03	Jul-2018	10	Gross
611 Madison Avenue	Deciem	400	$1,160.44	NAP	Jan-2018	10	Gross
680 Madison Avenue	Ralph & Russo	5,950	$1,136.27	$545.97	Jan-2018	15	Gross

(1)	Source: Appraisal.

(2)	Comparable Rent PSF reflects the appraisal net rent PSF and accounts for certain appraisal adjustments.

Mixed Use – Office/Retail	Loan #3	Cut-off Date Balance:	$40,000,000
650 Madison Avenue	650 Madison Avenue	Cut-off Date LTV:	48.5%
New York, NY 10022		U/W NCF DSCR:	2.73x
		U/W NOI Debt Yield:	10.0%

Escrows.

Real Estate Taxes –On a monthly basis during a Trigger Period (as defined below) or Specified Tenant Trigger Period (as defined below), the borrower is required to escrow 1/12th of the annual estimated tax payments for the next ensuing 12 months.

Insurance – On a monthly basis during a Trigger Period or Specified Tenant Trigger Period, the borrower is required to escrow 1/12th of the annual estimated insurance premiums. The requirement for the borrower to make monthly deposits to the insurance escrow is waived so long as the 650 Madison Avenue Property is insured under a blanket insurance policy in accordance with the 650 Madison Avenue Whole Loan documents.

Replacement Reserve – On a monthly basis during a Trigger Period, the borrower is required to escrow 1/12th of $0.25 multiplied by the aggregate number of rentable square feet then contained in the 650 Madison Avenue Property (excluding rentable square footage contained in any Condominium Unit (as defined below) that was previously released from the collateral for the 650 Madison Avenue Whole Loan).

TI/LC Reserve – On a monthly basis during a Trigger Period, the borrower is required to escrow $125,000 for ongoing TI/LC reserves.

Outstanding TI/LC Reserve –The borrower was required to deposit $3,197,699 for outstanding tenant improvements and leasing commissions at loan origination.

Outstanding Free Rent –The borrower is required to deposit $6,378,315 into a free rent reserve to fund remaining free rent for tenants at the 650 Madison Avenue Property.

Lockbox and Cash Management.The 650 Madison Avenue Whole Loan documents require a hard lockbox with springing cash management. At origination, the borrower was required to deliver written instructions to tenants directing them to deposit all rents payable under such leases directly into a lender-controlled lockbox account. During the continuance of a Trigger Period or a Specified Tenant Trigger Period, funds on deposit in the lockbox account are required to be swept on each business day into a lender-controlled cash management account and applied on each payment date to the payment of debt service, the funding of required reserves, budgeted monthly operating expenses, and other accounts as required by the 650 Madison Avenue Whole Loan documents. Provided no Trigger Period is continuing, excess cash in the deposit account will be disbursed to the borrower in accordance with the 650 Madison Avenue Whole Loan documents. If a Trigger Period is continuing, excess cash in the deposit account will be transferred to an account held by the lender as additional collateral for the 650 Madison Avenue Whole Loan.

A “Trigger Period” means a period (A) commencing upon the earliest to occur of: (i) the debt yield falling below 6.00% for two consecutive quarters or (ii) an event of default , and (B) terminating upon (x) with respect to clause (i) above, the debt yield being equal or greater than 6.00% for two consecutive quarters or the delivery by borrower to lender of cash collateral or a letter of credit in order to achieve such debt yield or (y) with respect to clause (ii) above, the event of default has been cured.

A “Specified Tenant Trigger Period” means a period commencing upon the earliest of: (i) any bankruptcy of Ralph Lauren (together with any single tenant replacing Ralph Lauren and paying no less than 30% of the total gross rent payable at the 650 Madison Avenue Property (a “Specified Tenant”)), (ii) delivery of any notice of termination or cancellation by a Specified Tenant for all or any portion of the Specified Tenant’s lease and/or if any Specified Tenant’s lease fails to otherwise be in full force and effect, (iii) the Specified Tenant being in monetary default of base rent or any material non-monetary default under the Specified Tenant’s lease beyond applicable notice and cure periods, (iv) the Specified Tenant failing to be in actual, physical possession and operating or dark in the Specified Tenant’s space, provided that it will not be a trigger under this clause (iv) if such Specified Tenant is rated an investment grade rated tenant by at least one of Moody’s, S&P and/or Fitch, or (v) a Specified Tenant’s failure to provide written notice to the borrower of renewal of its lease upon the earlier to occur of 18 months prior to its then current applicable lease expiration and the renewal notice period required under the applicable lease, and ending upon the occurrence of an applicable Specified Tenant Trigger Period Cure.

For the avoidance of doubt, the existence of a Specified Tenant Trigger Period will not, by itself, cause a Trigger Period.

Upon a Specified Tenant Trigger Period and prior to a Specified Tenant Trigger Period Cure (as defined below), a Specified Tenant reserve will be funded monthly until the lender has swept up to $80.00 per square foot for the vacating Specified Tenant space into the Specified Tenant reserve. Funds in the Specified Tenant reserve will be released to the borrower upon the occurrence of an applicable Specified Tenant Trigger Period Cure.

A “Specified Tenant Trigger Period Cure” means as applicable, (a) the Specified Tenant affirming its lease in the applicable bankruptcy proceeding pursuant to a final, non-appealable order, (b) the lender’s receipt of reasonably satisfactory evidence that, among other things, the applicable vacant or dark space referred to in clause (iv) of the definition of “Specified Tenant Trigger Period” is leased, open for business and the applicable tenant is paying full unabated rent, (c) the lender’s receipt of evidence reasonably satisfactory to it that the default under the Specified Tenant’s lease has been cured, (d) the Specified Tenant’s revocation or rescission of all termination or cancellation notices with respect to the Specified Tenant’s lease and reaffirmation that the Specified Tenant’s lease is in full force and effect and/or (e) the lender receives reasonably satisfactory evidence that (i) the Specified Tenant has renewed its lease prior to its then applicable lease expiration or (ii) the Specified Tenant’s space is leased for a minimum term of five years, the replacement tenant has taken actual physical possession of the Specified Tenant’s space and the replacement tenant is paying full unabated rent. A Specified Tenant Trigger Period Cure will also be deemed to have occurred if the debt yield is equal to or greater than 7.5% (excluding gross revenue from any Specified Tenant who is then subject to a Specified Tenant Trigger Period, but including

Mixed Use – Office/Retail	Loan #3	Cut-off Date Balance:	$40,000,000
650 Madison Avenue	650 Madison Avenue	Cut-off Date LTV:	48.5%
New York, NY 10022		U/W NCF DSCR:	2.73x
		U/W NOI Debt Yield:	10.0%

revenue on a pro forma basis from any new lease with respect to all or any portion of the space demised to such Specified Tenant that was entered into in accordance with the terms of the 650 Madison Avenue Whole Loan documents).

Property Management. The 650 Madison Avenue Whole Loan is managed by 650 Madison Office Manager LLC with respect to the office space and 650 Madison Retail Manager LLC with respect to the retail space, each an affiliate of Vornado, pursuant to separate management agreements.

Condominium Conversion. The borrower has the right to convert the entire 650 Madison Avenue Property to a commercial condominium form of ownership (a “Condominium Conversion”), provided that, among other conditions (i) the resulting condominium regime (the “Condominium”) consists exclusively of the three condominium units (collectively, the “Condominium Units”, and each, a “Condominium Unit”) identified in the 650 Madison Avenue Whole Loan documents, (ii) no event of default is continuing, (iii) the condominium declaration and bylaws, all related documents, instruments and agreements (collectively, the “Condominium Documents”) will be in the respective forms indicated in the 650 Madison Avenue Whole Loan documents or as otherwise approved by the lender in writing (which approval must not be unreasonably withheld, conditioned or delayed), (iv) the borrower delivers to the lender such usual and customary documents and other agreements as may be reasonably required by the lender in connection with the Condominium Conversion, including, but not limited to, an amendment to the mortgage and amendments and reaffirmations to the terms and conditions of the 650 Madison Avenue Whole Loan documents reasonably required by the lender, (v) the borrower delivers a REMIC opinion and (vi) the borrower has the right to transfer the Condominium Units to one or more transferee borrowers that will assume on a joint and several basis all of borrower’s obligations under the 650 Madison Avenue Whole Loan documents, provided that (A) such transferee borrowers must be either (I) controlled by an eligible qualified owner in accordance with the 650 Madison Avenue Whole Loan documents that owns (x) by itself, at least 20% of the common equity interest in such transferee borrowers and (y) together with one or more other eligible qualified owner and/or institutional investors, at least 51% of the common equity interest in such transferee borrowers, with any person owning 10% or more of the equity interests in transferee borrower being a qualified transferee or (II) owned and controlled by one or more entities approved by the lender that are qualified transferees and are otherwise qualified to own the 650 Madison Avenue Property, and (B) rating agency confirmation will be required solely with respect to the legal structure of the transferee borrower(s), the documentation of the 650 Madison Avenue Whole Loan assumption and the related legal opinions.

Partial Release. Provided no event of default is continuing and a Condominium Conversion has occurred, the borrower has the right at any time after the earlier of (a) November 26, 2022 and (b) the date that is two years after the closing date of the securitization that includes the last note comprising the 650 Madison Avenue Whole Loan to be securitized, to obtain the release of one or more Condominium Units solely in connection with a partial defeasance, subject to the satisfaction of certain conditions including, without limitation, (i) the defeasance of a portion of the 650 Madison Avenue Whole Loan in an amount that is equal to or greater than 125% of an allocated loan amount for the applicable Condominium Unit determined by dividing the 650 Madison Avenue Whole Loan among the various condominium units pro rata according to their respective appraised values based upon an appraisal of the 650 Madison Avenue Property at the time of the release, provided that (x) the debt yield with respect to the Condominium Unit(s) remaining subject to the lien of the mortgage after such partial defeasance must, in the aggregate, be equal to or greater than 7.3% and (y) the loan-to-value ratio with respect to the Condominium Unit(s) remaining subject to the lien of the mortgage after such partial defeasance must be equal to or less than 67.0%, in each case unless approved by the lender in its reasonable discretion, (ii) after giving effect to the partial defeasance, the debt yield for the four calendar quarters then most recently ended, recalculated to include only income and expense attributable to the portion of the 650 Madison Avenue Property that continues to be subject to the liens of the 650 Madison Avenue Whole Loan documents after the contemplated defeasance and to exclude the interest expense on the aggregate amount defeased, being no less than the greater of (x) 7.3% and (y) the lesser of (a) the debt yield immediately prior to such release and (b) 9.125%, and (iii) at the lender’s request, delivery of a rating agency confirmation.

Real Estate Substitution.Not permitted.

Subordinate and Mezzanine Indebtedness.The 650 Madison Avenue B-Notes, which have an aggregate original principal balance of $213,200,000, are subordinate to the 650 Madison Avenue Senior Loan and accrue interest at a rate of 3.48600%per annum. The 650 Madison Avenue B-Notes are coterminous with the 650 Madison Avenue Senior Loan. The holders of the 650 Madison Avenue B-Notes have entered into a co-lender agreement that sets forth the allocation of collections on the 650 Madison Avenue Whole Loan. Based on the 650 Madison Avenue Whole Loan, the cumulative Cut-off Date LTV, cumulative UW NCF DSCR and cumulative UW NOI Debt Yield are 66.1%, 2.00x and 7.3%, respectively.

Ground Lease. None.

Terrorism Insurance.The 650 Madison Whole Loan documents require that the “all risk” insurance policy required to be maintained by the borrower provides coverage for terrorism in an amount equal to the full replacement cost of the 650 Madison Avenue 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.

No. 4 – F5 Tower

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		Barclays Capital Real Estate Inc.			Single Asset/Portfolio:	Single Asset
Credit Assessment (KBRA/Fitch/Moody’s):		BBB-(sf)/BBB-sf/NR			Property Type – Subtype:	Office – CBD
Original Principal Balance⁽¹⁾:		$40,000,000			Location:	Seattle, WA
Cut-off Date Balance⁽¹⁾:		$40,000,000			Size:	515,518 SF
% of Initial Pool Balance:		4.2%			Cut-off Date Balance Per SF⁽¹⁾:	$358.86
Loan Purpose:		Acquisition			Maturity Date Balance Per SF⁽¹⁾:	$358.86
Borrower Sponsors:		FS KKR Capital Corp.; FS KKR Capital Corp. II			Year Built/Renovated:	2019/NAP
Guarantor:		FS KKR Capital Corp.; FS KKR Capital Corp. II			Title Vesting⁽⁵⁾:	Fee
Mortgage Rate:		3.69868%			Property Manager:	Urban Renaissance Property Company LLC
Note Date:		December 19, 2019			Current Occupancy (As of):	100.0% (2/1/2020)
Seasoning:		1 month			YE 2018 Occupancy⁽⁶⁾:	NAP
Anticipated Repayment Date⁽²⁾:		January 6, 2030			YE 2017 Occupancy⁽⁶⁾:	NAP
IO Period:		120 months			YE 2016 Occupancy⁽⁶⁾:	NAP
Loan Term (Original):		120 months			YE 2015 Occupancy⁽⁶⁾:	NAP
Amortization Term (Original):		NAP			As-Is Appraised Value:	$470,000,000
Loan Amortization Type:		Interest-only, ARD			As-Is Appraised Value Per SF:	$911.70
Call Protection⁽³⁾:		L(24),GRTR 1% orYM(1),GRTR 1% of YM or D(88),O(7)			As-Is Appraisal Valuation Date:	November 5, 2019
Lockbox Type:		Hard/Springing			Underwriting and Financial Information
Additional Debt⁽¹⁾:		Yes			TTM NOI (Annualized 1 12/31/2019)⁽⁷⁾:	$22,378,232
Additional Debt Type (Balance)⁽¹⁾:		Pari Passu($145,000,000); Subordinate Debt ($112,600,000); Mezzanine ($48,500,000)			YE 2018 NOI⁽⁶⁾:	NAP
					YE 2017 NOI⁽⁶⁾:	NAP
					YE 2016 NOI⁽⁶⁾:	NAP
					U/W Revenues:	$32,787,852
					U/W Expenses:	$8,792,416
Escrows and Reserves⁽⁴⁾					U/W NOI:	$23,995,436
	Initial		Monthly	Cap	U/W NCF:	$23,119,056
Taxes	$644,935		$214,978	NAP	U/W DSCR based on NOI/NCF⁽¹⁾:	3.45x / 3.32x
Insurance	$0		Springing	NAP	U/W Debt Yield based on NOI/NCF⁽¹⁾:	13.0% / 12.5%
Replacement Reserve	$0		Springing	NAP	U/W Debt Yield at Maturity based on NOI/NCF⁽¹⁾:	13.0% / 12.5%
TI/LC Reserve	$0		$0	NAP	Cut-off Date LTV Ratio⁽¹⁾:	39.4%
Lease Sweep Reserve	$0		Springing	Various	LTV Ratio at Maturity or ARD⁽¹⁾:	39.4%

Sources and Uses
Sources			Uses
Original whole loan amount	$297,600,000	64.1%	Purchase price	$458,000,000	98.7%
Mezzanine loan	48,500,000	10.5	Closing costs	5,252,485	1.1
Sponsor equity	117,797,420	25.4	Upfront reserves	644,935	0.1
Total Sources	$463,928,296	100.0%	Total Uses	$463,928,296	100.0%

(1)

The F5 Tower Mortgage Loan (as defined below) is part of the F5 Tower Whole Loan (as defined below), which is evidenced by (i) fourpari passunotes with an aggregate original balance of $185,000,000 (the “F5 Tower Senior Loan”) and (ii) two subordinate B-notes with an aggregate original principal balance of $112,600,000 (the “F5 Tower Subordinate Loan”). The Cut-off Date Balance Per SF, Maturity Date Balance Per SF, U/W Debt Yield based on NOI/NCF, U/W DSCR based on NOI/NCF, Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD numbers presented above are based on the aggregate principal balance of the promissory notes comprising the F5 Tower Senior Loan, without regard to the F5 Tower Subordinate Loan. The Cut-off Date Balance Per SF, Maturity Date Balance Per SF, U/W Debt Yield based on NOI/NCF, U/W DSCR based on NOI/NCF, Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD numbers presented above based on the combined balance of the entire F5 Tower Whole Loan are $577.28, $577.28, 8.1%, 7.8%, 2.14x, 2.07x, 63.3% and 63.3%, respectively.

(2)

The F5 Tower Whole Loan (as defined below) is structured with an anticipated repayment date of January 6, 2030 (the “ARD”). If the F5 Tower Whole Loan is not paid off before the ARD, then the F5 Tower Whole Loan will accrue interest at the Adjusted Interest Rate (as defined below); however, interest accrued at the excess of the Adjusted Interest Rate over the Initial Interest Rate (as defined below) (the “Accrued Interest”) will be deferred and will be paid on the maturity date to the extent not paid sooner by the borrower. In addition, from and after the ARD, all net cash flow from the F5 Tower Property (as defined below) after the payment of the reserves for tax and insurance, condominium charges, and mortgage interest for the F5 Tower Senior Loan and F5 Tower Subordinate Loan (calculated for the F5 Tower Senior Loan and F5 Tower Subordinate Loan at the Initial Interest Rate) and the mezzanine debt service as described in the F5 Tower Mezzanine Loan documents (with interest calculated at the Mezzanine Initial Interest Rate (as defined below)) will be applied on a monthly basis (i) first, to make reserve payments to pay operating costs, (ii) second, (x) to make monthly repayments of the outstanding principal balance of the F5 Tower Senior Loan, in the amount required to fully amortize the outstanding principal balance of the entire F5 Tower Senior Loan (based on a 30-year amortization schedule) and (y) once the F5 Tower Senior Loan has been repaid in full, to make monthly repayments of the outstanding principal balance of the F5 Tower

Office - CBD	Loan #4	Cut-off Date Balance:	$40,000,000
801 5^th Avenue	F5 Tower	Cut-off Date LTV:	39.4%
Seattle, WA 98104		U/W NCF DSCR:	3.32x
		U/W NOI Debt Yield:	13.0%

Subordinate Loan in the amount required to fully amortize the outstanding principal balance of the F5 Tower Subordinate Loan (based on a 30-year amortization schedule), (iii) third, if the lender elects, to make reserve payments for capital expenditures, (iv) fourth, to repay the outstanding principal balance of the F5 Tower Senior Loan until the entire outstanding principal balance thereof is paid, (v) fifth, to repay the outstanding principal balance of the F5 Tower Subordinate Loan until the entire outstanding principal balance thereof is paid, (vi) sixth, to the payment of Accrued Interest owed under the F5 Tower Senior Loan, (vii) seventh, to the payment of Accrued Interest owed under the F5 Tower Subordinate Loan and (viii) eighth, to be remitted to, or at the direction of, the borrower. The final maturity date of the F5 Tower Whole Loan is September 6, 2033, or if F5 Networks (as defined below) exercises its Early Termination Right (as defined below) pursuant to its lease, the maturity date will be September 6, 2030.

(3)

Defeasance of the F5 Tower Whole Loan is permitted at any time after the earlier to occur of (a) the end of the two-year period commencing on the closing date of the securitization of the last F5 Tower Companion Loans (as defined below) to be securitized and (b) December 19, 2022.

(4)

See “Escrows” below for a full description of the Escrows and Reserves.

(5)

The collateral consists of the borrower’s fee interest in the office condominium, 259 borrower-owned spaces in a parking garage and an additional 62 parking spaces leased from The Rainier Club through September 30, 2026. The 62 parking spaces subject to the leasehold interest account for 19.3% of the spaces and 11.5% of the parking income (0.7% of total effective gross income).

(6)

Historical occupancy and historical financials are not available due to the F5 Tower Property being constructed in 2019.

(7)

TTM NOI represents in-place contractual rents, expense reimbursements and parking revenue as of December 2019 annualized.

The Mortgage Loan. The F5 Tower mortgage loan is part of a whole loan that was co-originated by Barclays Capital Real Estate Inc. (“Barclays”) and DBR Investments Co. Limited (“DBRI”) and is evidenced by four seniorpari passu promissory A-notes with an aggregate original principal balance of $185,000,000 (the “F5 Tower Senior Loan”) and two subordinate B-notes with an aggregate original principal balance of $112,600,000 (the “F5 Tower Subordinate Loan” and collectively with the F5 Tower Senior Loan, the “F5 Tower Whole Loan”). The F5 Tower Subordinate Loan will be an asset of the BBCMS 2020-C6 securitization trust but will not be pooled together with the other mortgage loans, and payments of interest and principal received in respect of the F5 Tower Subordinate Loan will be available to make distributions in respect of the loan-specific classes of certificates only. The F5 Tower Whole Loan is secured by a first lien mortgage encumbering the borrower’s fee interest in the 515,518 square foot office condominium unit and the parking condominium unit of a three condominium unit mixed use building located in the central business district of Seattle, Washington (the “F5 Tower Property”). The non-controlling Note A-1-A was contributed to the BBCMS 2020-C6 trust. Non-controlling note A-1-B had an original principal balance of $40,000,000 and is expected to be contributed to the WFCM 2020-C55 securitization trust. Non-controlling A-1-C and A-2 are expected to be contributed to future securitization transactions. Prior to the occurrence of a control appraisal period, the holder of the F5 Tower Subordinate Loan (or the related directing holder) will be the controlling noteholder. During a control appraisal period, the holder of Note A-1-B (or the directing holder of the related securitization trust) will be the controlling noteholder. The F5 Tower Mortgage Loan will be serviced pursuant to the pooling and servicing agreement for the BBCMS 2020-C6 securitization.

Note Summary

Notes	Original Principal Balance	Cut-off Date Balance	Note Holder	Controlling Interest
A-1-A	$50,000,000	$50,000,000	BBCMS 2020-C6⁽²⁾	No
A-1-B	$40,000,000	$40,000,000	WFCM 2020-C55	No⁽¹⁾
A-1-C	$39,500,000	$39,500,000	An affiliate of Barclays	No
A-2	$55,500,000	$55,500,000	DBRI	No
B-1	$78,820,000	$78,820,000	BBCMS 2020-C6 (Loan Specific)⁽²⁾	Yes⁽¹⁾
B-2	$33,780,000	$33,780,000	BBCMS 2020-C6 (Loan Specific)⁽²⁾	Yes⁽¹⁾
Total	$297,600,000	$297,600,000

(1)

The initial controlling note is note B-1, so long as no related control appraisal period has occurred and is continuing. If and for so long as a control appraisal period has occurred and is continuing, then the controlling note will be note A-1-B. See “Description of the Mortgage Pool— The Whole Loans—The Non-Serviced AB Whole Loans—The F5 Tower Whole Loan” in the Preliminary Prospectus.

(2)	The BBCMS 2020-C6 transaction is expected to close on February 19, 2020.

The F5 Tower Whole Loan requires interest-only payments through the ARD and accrues interest at a rate of 3.69868%per annum(the “Initial Interest Rate”) through the ARD. Following the ARD, to the extent that the loan is outstanding, the F5 Tower Whole Loan will accrue interest at a rate of (a) 3.69868%per annum(or, when applicable pursuant to the F5 Tower Whole Loan documents, the default rate)plus(b) the positive difference between (x) a rateper annumequal to the greater of (i) the Initial Interest Rate plus 2.50% and (ii) when applicable pursuant to the F5 Tower Whole Loan documents, the default rate and (y) 3.69868%per annum(the “Adjusted Interest Rate”). In addition, after the ARD, to the extent that there is excess cash flow from the cash management account, the excess cash flow will be applied as described in footnote 2 of the Mortgage Loan Information table above.

The Borrower and Borrower Sponsor.The borrowing entity for the F5 Tower Whole Loan is Seattle 801 Fifth Owner LLC, a Delaware limited liability company and special purpose entity with two independent directors in its organizational structure. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the F5 Tower Whole Loan. FS KKR Capital Corp. and FS KKR Capital Corp. II are the borrower sponsors and guarantors, on a several basis, of certain nonrecourse carve-outs and environmental indemnities under the F5 Tower Whole Loan (collectively, the “Closing Date Guarantor”). If the Closing Date Guarantor fails to maintain a net worth of $200,000,000 and liquid assets of $20,000,000, the borrower may deliver a supplemental or replacement recourse guaranty and a supplemental or replacement environmental indemnity from a supplemental or replacement guarantor as described in the F5 Tower Whole Loan documents.

Office - CBD	Loan #4	Cut-off Date Balance:	$40,000,000
801 5^th Avenue	F5 Tower	Cut-off Date LTV:	39.4%
Seattle, WA 98104		U/W NCF DSCR:	3.32x
		U/W NOI Debt Yield:	13.0%

The F5 Tower Whole Loan borrower sponsors are affiliates of KKR and FS Investments. KKR is a leading global investment firm with over $208.4 billion of assets under management as of September 30, 2019. KKR’s real estate division has been a part of the firm’s strategy since 1981, with over $8 billion of assets under management with over 85 employees across nine countries as of September 30, 2019. FS Investments is a leading asset manager dedicated to helping individuals, financial professionals and institutions design better portfolios. As of March 31, 2019, FS Investments has over $23 billion of assets under management across 10 funds with over 300 employees nationwide.

The Property.The F5 Tower Property is a 515,518 square foot office condominium unit and parking condominium unit of a three condominium unit mixed-use building located in the central business district of Seattle, Washington. The three units of the condominium consist of (i) the 515,518 square-foot office portion fully leased to F5 Networks, Inc. (“F5 Networks”) located on floors 20 to 48 (collateral), (ii) 259 borrower-owned spaces in a parking garage (inclusive of an easement with respect to 42 of those parking spaces) and 62 additional spaces leased from The Rainier Club through September 30, 2026 (collateral) and (iii) a 189-key luxury hotel (non-collateral). The combined ownership interest of the office condominium and the parking garage condominium is 76.54%. As the first major high-rise building built in Seattle in the last decade, the F5 Tower Property has become a fixture of the Seattle skyline. The Class A, LEED Silver certified office building features column-free floor plates and views of the Olympic Mountains, Elliott Bay and the surrounding skyline. As of February 1, 2020, the F5 Tower Property was 100.0% leased to F5 Networks.

Major Tenant.

Sole Tenant: F5 Networks (515,518 square feet; 100.0% of net rentable area; 100.0% of underwritten base rent; 9/30/2033 lease expiration)– F5 Networks (NASDAQ: FFIV) is a leading global technology company that focuses on delivery, security, performance and availability of web applications and technologies used by a wide range of companies. F5 Networks is a supplier of application delivery controllers, which optimize performance, availability and security of network-based applications and owns 45% of market share for application delivery controllers. F5 Networks employs over 4,500 employees in 69 offices across 39 countries. Total revenue for fiscal year 2019 was approximately $2.24 billion, which was a 4% increase over fiscal year 2018. Total revenue was comprised of services revenue of approximately $1.26 billion and product revenue of approximately $986 million. Product revenue included mostly appliance sales, and software revenue grew 60% in fiscal year 2019. F5 Network’s net income for the fiscal year 2019 was approximately $427.7 million calculated using generally accepted accounting principles (“GAAP”), and its non-GAAP net income was estimated to be $643.2 million. F5 Networks has raised no outside debt funding since the company was founded in 1996. The F5 Tower Property is F5 Network’s global headquarters.

The following table presents certain information relating to the tenancy at the F5 Tower Property:

Major Tenants

Tenant Name	Credit Rating (Fitch/ Moody’s/ S&P)⁽¹⁾	Tenant NRSF	% of NRSF	Annual U/W Base Rent PSF⁽²⁾	Annual U/W Base Rent⁽²⁾	% of Total Annual U/W Base Rent	Lease Expiration Date	Extension Options	Termination Option (Y/N)
Major Tenants
F5 Networks, Inc.⁽³⁾	NR/NR/NR	515,518	100.0%	$46.89	$24,173,823	100.0%	9/30/2033	3, 5-year⁽⁴⁾	Y⁽⁵⁾
Total Major Tenants		515,518	100.0%	$46.89	$24,173,823	100.0%

Non-Major Tenants		0	0.0%	$0.00	$0	0.0%

Occupied Collateral Total		515,518	100.0%	$46.89	$24,173,823	100.0%

Vacant Space		0	0.0%

Collateral Total		515,518	100.0%

(1)

Certain ratings are those of the parent company whether or not the parent company guarantees the lease.

(2)

Annual U/W Base Rent includes contractual rent steps through November 2020 totaling $528,406 and straight-line rent of $2,509,179.

(3)

F5 Networks subleases 18,886 square feet (the 22nd floor) to Foursquare Labs, Inc. through November 30, 2022 at a current rental rate of $38.00 per square foot. F5 Networks subleases 18,636 square feet (the 23rd floor) to Grab Technology Corp. through February 28, 2023 at a current rental rate of $55.00.

(4)

F5 Networks has three, five-year renewal options at the fair market value at the time of the renewal.

(5)

F5 Networks has a termination option effective as of October 1, 2030 (the “Early Termination Right”) with 19 months’ written notice (March 1, 2029) and a termination payment equal to the then-unamortized portions, calculated using a 5% interest factor, on an equal payment basis over the number of lease months during which base rent is payable during the initial lease term of (a) the tenant improvement allowance, (b) the base rent abatement, and (c) the leasing commissions paid to the tenant’s broker and landlord’s broker in connection with the lease. Additionally, F5 Networks has the right to terminate its lease with respect to the two highest full floors at the F5 Tower Property, effective between September 30, 2025 and September 30, 2026 with 12 months’ notice and payment of a fee equal to the then-unamortized portions, calculated using a 5% interest factor, on an equal payment basis over the number of lease months during which base rent is payable during the initial lease term (determined on per rentable square foot basis for such two floors) of (a) the tenant improvement allowance, (b) the base rent abatement, and (c) leasing commissions paid to the tenant’s broker in connection with the lease. If F5 Networks terminates or provides notice to terminate all or at least 40,000 square feet of its space (or, if a full floor of space is less than 40,000 square feet, a full floor of space), a Lease Sweep Period (as defined below) will commence. See “Lease Sweep Period” below.

Office - CBD	Loan #4	Cut-off Date Balance:	$40,000,000
801 5^th Avenue	F5 Tower	Cut-off Date LTV:	39.4%
Seattle, WA 98104		U/W NCF DSCR:	3.32x
		U/W NOI Debt Yield:	13.0%

The following table presents certain information relating to the lease expiration schedule at the F5 Tower Property:

Lease Expiration Schedule⁽¹⁾⁽²⁾

Year Ending December 31,	No. of Leases Expiring	Expiring NRSF	% of Total NRSF	Cumulative Expiring NRSF	Cumulative % of Total NRSF	Annual U/W Base Rent⁽³⁾	% of Total Annual U/W Base Rent	Annual U/W Base Rent PSF⁽³⁾
MTM	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2020	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2021	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2022	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2023	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2024	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2025	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2026	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2027	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2028	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2029	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2030	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
Thereafter	1	515,518	100.0%	515,518	100.0%	$24,173,823	100.0%	$46.89
Vacant	0	0	0.0%	515,518	100.0%	$0	0.0%	$0.00
Total/Weighted Average	1	515,518	100.0%			$24,173,823	100.0%	$46.89

(1)

Information obtained from the underwritten rent roll.

(2)

(3)

Annual U/W Base Rentincludes contractual rent steps through November 2020 totaling $528,406 and straight-line rent of $2,509,179.

The following table presents historical occupancy percentages at the F5 Tower Property:

Historical Occupancy

12/31/2016⁽¹⁾	12/31/2017⁽¹⁾	12/31/2018⁽¹⁾	12/31/2019⁽¹⁾	2/1/2020⁽²⁾
NAP	NAP	NAP	NAP	100.0%

(1)	Historical occupancy is not available given the F5 Tower Property was built in 2019.

(2)	Information obtained from the underwritten rent roll.

Office - CBD	Loan #4	Cut-off Date Balance:	$40,000,000
801 5^th Avenue	F5 Tower	Cut-off Date LTV:	39.4%
Seattle, WA 98104		U/W NCF DSCR:	3.32x
		U/W NOI Debt Yield:	13.0%

Cash Flow Analysis⁽¹⁾

	Annualized 1 12/31/2019⁽²⁾	U/W	%⁽³⁾	U/W $ per SF
Base Rent	$21,136,238	$21,136,238	61.4%	$41.00
Contractual Rent Steps⁽⁴⁾	0	3,037,585	8.8	5.89
Grossed Up Vacant Space	0	0	0.0	0.00
Gross Potential Rent	$21,136,238	$24,173,823	70.2%	$46.89
Other Income	1,480,769	1,697,833	4.9	3.29
Total Recoveries	8,493,154	8,552,513	24.8	16.59
Net Rental Income	$31,110,161	$34,424,169	100.0%	$66.78
(Vacancy & Credit Loss)	0	(1,636,317)⁽⁵⁾	(6.8)	(3.17)
Effective Gross Income	$31,110,161	$32,787,852	95.2%	$63.60

Real Estate Taxes	2,458,759	2,458,759	7.5	4.77
Insurance and Condominium Fees	895,093	895,093	2.7	1.74
Management Fee	595,270	655,757	2.0	1.27
Other Operating Expenses	4,782,807	4,782,807	14.6	9.28
Total Operating Expenses	$8,731,929	$8,792,416	26.8%	$17.06

Net Operating Income	$22,378,232	$23,995,436	73.2%	$46.55
Replacement Reserves	0	103,104	0.3	0.20
TI/LC	0	773,277	2.4	1.50
Net Cash Flow	$22,378,232	$23,119,056	70.5%	$44.85

NOI DSCR⁽⁶⁾	3.22x	3.45x
NCF DSCR⁽⁶⁾	3.22x	3.32x
NOI Debt Yield⁽⁶⁾	12.1%	13.0%
NCF Debt Yield⁽⁶⁾	12.1%	12.5%

(1)	Historical financials prior to TTM are not available due to the F5 Tower Property being built in 2019.

(2)	TTM NOI represents in-place contractual rents, expense reimbursements and parking revenue as of December 2019 annualized.

(3)	Represents (i) percent of Net Rental Income for all revenue fields and for Vacancy & Credit Loss and (iii) percent of Effective Gross Income for all other fields.

(4)	Underwritten Contractual Rent Steps include $528,406 of rent steps through November 2020 and $2,509,179 of straight line rent for F5 Networks.

(5)	The underwritten economic vacancy is 6.8%. The F5 Tower Property was 100.0% physically occupied as of February 1, 2020.

(6)	NOI DSCR, NOI DSCR, NOI Debt Yield and NCF Debt Yield are based on the F5 Tower Senior Loan.

Appraisal.The appraiser concluded to an “as-is” appraised value of $470,000,000 as of November 5, 2019.

Environmental Matters. According to the Phase I environmental site assessment dated November 26, 2019, there was no evidence of any recognized environmental conditions at the F5 Tower Property.

Market Overview and Competition.The F5 Tower Property is located in the financial district of the central business district of Seattle, Washington. Seattle’s financial district contains approximately 50% of the total leasable office space in the Seattle central business district, including a number of trophy office towers such as Columbia Center, Two Union Square, 1201 Third Avenue, the Russell Investments Center, Fourth & Madison and U.S. Bank Centre. The F5 Tower Property is located on 5th Avenue between Marion Street and Columbia Street, a corner that has seen over $1.1 billion of capital investment over the past 18 months, including new Class A office space, luxury hotel keys, restaurants and entertainment. The area is also the center of Seattle’s cultural life including Benaroya Hall (home of the Seattle Symphony), the Seattle Art Museum, Pike Place Market and the Washington State Convention and Trade Center. Primary access through the Seattle metropolitan area is provided by Interstate 5, a north-south highway running from Canada to Mexico, and Highway 99, a recently completed four-lane underground tunnel providing access through downtown Seattle. The area is also served by King County Metro bus transit, Link Light Rail, Sounder Commuter Rail and two streetcar lines. King County Metro was ranked the best large transit system in 2018 by the American Public Transportation Organization. In total, there are 32 transit options within three blocks of the F5 Tower Property.

According to the appraisal, Seattle’s population has grown 18.7% since 2010. In 2018, the city was ranked as the #1 tech growth market in North America by CBRE with over 167,000 tech jobs and over 100 tech firm expansions from the Bay Area. Since 2016, the

Office - CBD	Loan #4	Cut-off Date Balance:	$40,000,000
801 5^th Avenue	F5 Tower	Cut-off Date LTV:	39.4%
Seattle, WA 98104		U/W NCF DSCR:	3.32x
		U/W NOI Debt Yield:	13.0%

high-tech job base in Seattle has grown by 26%. Notable technology tenants with presence in the Seattle central business district are Amazon, DocuSign, F5 Networks and Dropbox.

Submarket Information -According to the appraisal, the F5 Tower Property is located in the Downtown Seattle submarket within the Puget Sound office market. As of the third quarter of 2019, the Downtown Seattle office submarket reported a total Class A inventory of approximately 26.9 million square feet with a 5.1% vacancy rate. The concluded market rent, according to the appraisal, is $45.00 per square foot.

The following table presents certain information relating to the appraiser’s market rent conclusions for the F5 Tower Property:

Market Rent Summary⁽¹⁾

	Floors 20-26	Floors 27-33	Floors 34-40	Floors 41-46	Floors 47-48
Market Rent (PSF)	$42.00	$44.00	$46.00	$48.00	$50.00
Lease Term (Years)	10	10	10	10	10
Free Rent Months	5	5	5	5	5
Lease Type (Reimbursements)	NNN	NNN	NNN	NNN	NNN
Rent Increase Projection	2.75%per annum	2.75%per annum	2.75%per annum	2.75%per annum	2.75%per annum
Tenant Improvements (New Tenants) (PSF)	$70.00	$70.00	$70.00	$70.00	$70.00
Tenant Improvements (Renewals) (PSF)	$35.00	$35.00	$35.00	$35.00	$35.00

(1)

Information obtained from the appraisal.

The table below presents certain information relating to comparable sales pertaining to the F5 Tower Property identified by the appraiser:

Comparable Sales⁽¹⁾

Property Name	Location	Rentable Area (SF)	Sale Date	Sale Price	Sales Price (PSF)	Indicated Value (PSF)
Westlake Tower	Seattle, WA	355,580	Oct-19	$236,000,000	$663.70	$896.00
Troy Block	Seattle, WA	811,463	Mar-19	$740,000,000	$911.93	$884.00
400 Fairview Building	Seattle, WA	349,152	Jul-18	$338,425,250	$969.28	$907.00
202 Westlake	Seattle, WA	130,710	May-18	$129,500,000	$990.74	$876.00
Dexter Station	Seattle, WA	345,992	May-17	$286,000,000	$826.61	$848.00

(1)	Information obtained from the appraisal.

Office - CBD	Loan #4	Cut-off Date Balance:	$40,000,000
801 5^th Avenue	F5 Tower	Cut-off Date LTV:	39.4%
Seattle, WA 98104		U/W NCF DSCR:	3.32x
		U/W NOI Debt Yield:	13.0%

The following table presents certain information relating to comparable properties to F5 Tower Property:

Comparable Leases⁽¹⁾

Property Name/Location	Year Built/ Renovated	Total GLA (SF)	Distance from Subject	Occupancy	Lease Term	Tenant Size (SF)	Annual Base Rent PSF⁽²⁾	TI Allowance PSF	Lease Type
Madison Centre 505 Madison Street Seattle, WA	2018/NAP	753,869	0.0 miles	94.0%	10.0 Yrs	67,440	$42.00	$102.50	NNN
Fourth & Madison 925 Fourth Avenue Seattle, WA	2002/NAP	845,533	0.2 miles	97.0%	10.4 Yrs	11,670	$42.00	$100.00	NNN
1201 Third 1201 Third Avenue Seattle, WA	1988/NAP	1,079,013	0.3 miles	92.0%	10.0 Yrs	22,571	$36.25	$80.00	Full Service
Rainier Square Development 1301 5^th Avenue Seattle, WA	2020/NAP	994,567	0.3 miles	100.0%	15.0 Yrs	722,000	$39.00	$75.00	NNN
2+U Building 1201 2^nd Avenue Seattle, WA	2019/NAP	701,000	0.4 miles	60.0%	14.0 Yrs	199,221	$48.00	$100.00	NNN
2+U Building 1201 2^nd Avenue Seattle, WA	2019/NAP	701,000	0.4 miles	60.0%	12.3 Yrs	120,886	$45.50	$97.50	NNN
2+U Building 1201 2^nd Avenue Seattle, WA	2019/NAP	701,000	0.4 miles	60.0%	12.5 Yrs	90,848	$42.50	$90.00	NNN
Two Union Square 601 Union Street Seattle, WA	1989/NAP	1,164,046	0.4 miles	97.0%	5.0 Yrs	7,219	$47.00	$15.00	Full Service

(1)

Information obtained from appraisal.

(2)

Annual Base Rent PSF captures each tenant’s NNN equivalent rent.

Escrows.

Real Estate Taxes –At origination, the borrower was required to escrow $644,935 for real estate taxes. The borrower is required to make monthly payments of one-twelfth of the taxes payable during the next twelve months, currently equal to $214,978.

Insurance – The borrower will not be required to make monthly payments of one-twelfth of the insurance premiums the lender estimates will be payable during the next twelve months as long as the borrower maintains a blanket policy acceptable to the lender.

Replacement Reserve – Upon the occurrence and during the continuance of a Trigger Period (as defined below), the cash management bank will be directed to deposit into escrow, and in the event of any shortfall from funds on deposit with the cash management bank, the borrower will pay the lender 1/12th of $0.20 per square footper annumeach month, totaling approximately $8,592 per month.

Lease Sweep Reserve – During the continuance of a Trigger Period, the borrower is required to escrow approximately $64,440 subject to the Lease Sweep Reserve Cap (as defined below) into a lease sweep reserve to be disbursed as described in the F5 Tower Whole Loan documents. During a Trigger Period, the Lease Sweep Reserve will be paid subsequent to the replacement reserves.

Lockbox and Cash Management.The F5 Tower Whole Loan documents require a hard lockbox with springing cash management. At origination, the borrower was required to deliver written instructions to tenants directing them to deposit all rents payable under such leases directly into a lender-controlled lockbox account. The F5 Tower Whole Loan documents require that all rents and other funds from operations received by the borrower or the property manager be deposited into the lockbox within two business days after receipt and that the parking manager deposit parking net operating income into the lockbox on a monthly basis.

Prior to the ARD and in the absence of a Trigger Period, funds in the lockbox account will be transferred daily to a borrower operating account. Prior to the ARD and during a Trigger Period (while no event of default is continuing), (i) all amounts in the lockbox account are to be transferred daily for the payment, among other things, of the debt service under the F5 Tower Whole Loan and F5 Tower Mezzanine Loan (as defined below), monthly escrows and other expenses described in the F5 Tower Whole Loan documents in accordance with the F5 Tower Whole Loan documents and (ii) to the extent that there is excess cash flow after the payment of reserves, the excess cash flow will be applied at the borrower’s request to pay operating costs and expenses, leasing costs, accounting costs, funds sufficient to make required REIT distributions and other expenses reasonably approved by the lender. After the ARD, all amounts in the lockbox account are to be transferred daily for the payment of, among other things, debt service under the F5 Tower Whole Loan and F5 Tower Mezzanine Loan, monthly escrows, Accrued Interest and other expenses described in the F5 Tower Whole Loan documents in accordance with the F5 Tower Whole Loan documents.

A “Trigger Period” will commence upon (i) January 6, 2030, (ii) an event of default under the F5 Tower Whole Loan documents, (iii) a Low Debt Yield Period (as defined below), (iv) a Lease Sweep Period or (v) an event of default under the F5 Tower Mezzanine Loan

Office - CBD	Loan #4	Cut-off Date Balance:	$40,000,000
801 5^th Avenue	F5 Tower	Cut-off Date LTV:	39.4%
Seattle, WA 98104		U/W NCF DSCR:	3.32x
		U/W NOI Debt Yield:	13.0%

documents. A Trigger Period will cease upon: with respect to clause (ii), the cure and acceptance of the cure by the lender of such event of default; with respect to clause (iii), the end of a Low Debt Yield Period; with respect to clause (iv), the end of such Lease Sweep Period; and with respect to clause (v), receipt of notice from the mezzanine lender that the event of default has been cured or waived.

A “Low Debt Yield Period” will commence if, as of the last day of a calendar quarter, (a) the F5 Tower Property is not fully leased to F5 Networks, one or more investment grade entities in accordance with the F5 Tower Whole Loan documents or tenants otherwise approved by the lender and (b) the F5 Tower Whole Loan debt yield (with a numerator equal to the gross income from operations less expenses and reserves and a denominator equal to the outstanding principal balance of the F5 Tower Whole Loan) is less than 6.4% or the aggregate debt yield is less than 5.5% (with a numerator equal to gross income from operations less expenses and reserves and a denominator equal to the outstanding principal balance of the F5 Tower Whole Loan and any mezzanine loan). A Low Debt Yield Period will end when the F5 Tower Whole Loan debt yield is greater than or equal to 6.4% and the aggregate debt yield of the F5 Tower Whole Loan plus the F5 Tower Mezzanine Loan is greater than or equal to 5.5% for at least two consecutive calculation dates. The borrower also has the option to avoid a Low Debt Yield Period by (i) delivering a letter of credit as collateral for the F5 Tower Whole Loan in an amount equal to the Low Debt Yield Avoidance Amount (as defined below) or (ii) after the 24th payment date, prepaying the outstanding principal balance of the F5 Tower Whole Loan in an amount equal to the Low Debt Yield Avoidance Amount in accordance with the F5 Tower Whole Loan documents.

The “Low Debt Yield Avoidance Amount” is the amount that the then outstanding principal balance of the F5 Tower Whole Loan would need to be reduced in order for the F5 Tower Whole Loan debt yield to equal 6.4% and the aggregate debt yield of the F5 Tower Whole Loan plus the F5 Tower Mezzanine Loan to equal 5.5%.

A “Lease Sweep Period” will commence on the first payment date prior to the ARD following the earliest to occur of (i)(a) a Lease Sweep Tenant Party (as defined below) terminating all or at least 40,000 square feet of space (or, if a full floor of space is less than 40,000 square feet, a full floor of space), upon the effective date of such termination or (b) a Lease Sweep Tenant Party delivering written notice to the borrower or property manager of intent to terminate 40,000 or more square feet of space, upon the later of the date that is 36 months prior to the lease expiration date and the date the written notice is received; (ii) the date that is 10 months prior to the ARD unless F5 Networks does not exercise its Early Termination Right; (iii) a Lease Sweep Tenant Party going dark on 50% or more of its space, subject to certain exceptions set forth in the F5 Tower Whole Loan documents; (iv) a monetary default or material non-monetary default under the (a) F5 Networks lease or (b) an F5 Networks replacement lease for at least 75% of the square feet demised under the F5 Networks lease, if applicable; or (v) bankruptcy proceedings of a Lease Sweep Tenant Party. A Lease Sweep Period will end upon the earliest of, with respect to clauses (i) and (ii) above, each of (a) one or more replacement tenants acceptable to the lender executing leases accounting for at least 75% of the rentable square feet demised under the F5 Networks lease, (b) after giving effect to such replacement lease(s), the F5 Tower Whole Loan debt yield being at least 8.14% and the aggregate debt yield of the F5 Tower Whole Loan and F5 Tower Mezzanine Loan being at least 7.00% and (c) certain occupancy conditions as described in the F5 Tower Whole Loan documents are satisfied (and in the case of a Lease Sweep Period under clause (i) above, the borrower may prepay the outstanding principal balance of the F5 Tower Whole Loan in accordance with the F5 Tower Whole Loan documents in order to satisfy such debt yield conditions); with respect to clause (iii) above, either (a) one or more replacement tenants acceptable to the lender executing leases accounting for at least 75% of the rentable square feet demised under the F5 Networks lease and certain occupancy conditions under the F5 Tower Whole Loan being satisfied or (b) the entirety of the space vacated being subleased to an investment grade entity in accordance with the F5 Tower Whole Loan documents that is paying rent at a rate at least equal to the lease for the Lease Sweep Tenant Party; with respect to clause (iv) above, the default being cured and no other default occurring for a period of three consecutive months following such cure; with respect to clause (v) above, the bankruptcy proceeding being terminated or the applicable lease has been affirmed, assumed or assigned in a manner satisfactory to the lender; and with respect to clauses (i), (ii), (iii) and (iv) above, the date on which the aggregate amount of funds transferred to the lease sweep reserve account equals the Lease Sweep Reserve Cap (as defined below).

Other than a Lease Sweep Period regarding an insolvency event, the borrower may prevent the Lease Sweep Period by (i) posting a letter of credit equal to the Lease Sweep Reserve Cap or (ii) (x) delivering a guaranty satisfactory to the lender from up to two guarantors considered investment grade by at least two of S&P, Fitch and Moody’s and that maintain an aggregate minimum net worth of $350,000,000 and liquidity of $50,000,000 or (y) subject to (A) rating agency confirmation, (b) approval of the mezzanine lender and (C) the lender’s receipt of a guaranty that is satisfactory in form and substance from a guarantor acceptable to the lender in an amount equal to the Lease Sweep Reserve Cap (if more than one event has occurred under a Lease Sweep Period, the applicable amount will be the greatest Lease Sweep Reserve Cap).

The “Lease Sweep Reserve Cap” will mean (a) with respect to a Lease Sweep Period caused by clause (i) above, $75.00 per rentable square foot of the terminated space; (b) with respect to a Lease Sweep Period caused by clause (ii) above, $38,663,850 ($75.00 per rentable square foot leased to F5 Networks); (c) with respect to a Lease Sweep Period caused by clause (iv) above, $75.00 per rentable square foot of the related defaulted lease; or (d) with respect to a Lease Sweep Period caused by clause (iii) above, $75.00 per rentable square foot of applicable dark space; provided that the aggregate Lease Sweep Reserve Cap for all concurrent Lease Sweep Period triggers may not exceed $38,663,850.

A “Lease Sweep Tenant Party” will mean (a) F5 Networks, (b) a tenant under one or more F5 Networks replacement leases for at least 75% of the rentable square feet demised under the F5 Networks lease or (c) a direct or indirect parent company of either of the foregoing.

Office - CBD	Loan #4	Cut-off Date Balance:	$40,000,000
801 5^th Avenue	F5 Tower	Cut-off Date LTV:	39.4%
Seattle, WA 98104		U/W NCF DSCR:	3.32x
		U/W NOI Debt Yield:	13.0%

Property Management. The F5 Tower Property is managed by Urban Renaissance Property Company LLC, a full-service commercial real estate firm engaged in acquisitions, development, management and ownership in Seattle and Bellevue, Washington, Portland, Oregon and Denver, Colorado.

��

Partial Release. Not permitted.

Real Estate Substitution.Not permitted.

Subordinate and Mezzanine Indebtedness.On December 19, 2019, Barclays and DBRI funded the F5 Tower Subordinate Loan in the aggregate amount of $112,600,000. The F5 Tower Subordinate Loan will be an asset of the BBCMS 2020-C6 securitization trust but will not be pooled together with the other mortgage loans and payments of interest and principal received in respect of the F5 Tower Subordinate Loan will be available to make distributions in respect of the loan-specific classes of certificates only. The F5 Tower Subordinate Loan has an initial interest rate of 3.69868%per annumand is coterminous with the F5 Tower Senior Loan. Following the ARD, to the extent that the F5 Tower Whole Loan is outstanding, the F5 Tower Whole Loan will accrue interest at the Adjusted Interest Rate. The relative rights and obligations of the holders of the F5 Tower Senior Loan and the F5 Tower Subordinate Loan are governed by the terms of a co-lender agreement. See “Description of the Mortgage Pool—The Whole Loans—The Serviced AB Whole Loans—The F5 Tower Whole Loan”in the Preliminary Prospectus. Based on the F5 Tower Whole Loan, the Cut-off Date LTV Ratio, Maturity or ARD Date LTV Ratio, UW NCF DSCR and UW NOI Debt Yield are 63.3%, 63.3%, 2.07x and 8.1%, respectively.

Additionally, a $48,500,000 mezzanine loan was funded concurrently with the origination of the F5 Tower Whole Loan (the “F5 Tower Mezzanine Loan”), which is secured by the direct equity ownership in the borrower. Following loan origination, the F5 Tower Mezzanine Loan was sold to a third party investor. The F5 Tower Mezzanine Loan accrues interest at a rate of (i) prior to the ARD, 6.15000%per annum(the “Mezzanine Initial Interest Rate”) (or, when applicable pursuant to the F5 Tower Mezzanine Loan documents, the default rate) and (ii) from and after the ARD, to the extent that the F5 Tower Mezzanine Loan is outstanding, the F5 Tower Mezzanine Loan will accrue interest at a rate equal to the greater of (a) the Mezzanine Initial Interest Rate plus 2.50% and (b) when applicable pursuant to the F5 Tower Mezzanine Loan documents, the default rate (the “Mezzanine Adjusted Interest Rate”). The “Mezzanine Accrued Interest” is the difference between (i) interest accrued on the F5 Tower Mezzanine Loan at the Mezzanine Adjusted Interest Rate and (ii) interest accrued on the F5 Tower Mezzanine Loan at the Mezzanine Initial Interest Rate. The Mezzanine Accrued Interest will be deferred and will be paid on the maturity date for the F5 Tower Mezzanine Loan to the extent not paid sooner by the F5 Tower Mezzanine Loan borrower. The F5 Tower Mezzanine Loan may not be prepaid without a simultaneous prepayment of the F5 Tower Whole Loan. Including the F5 Tower Whole Loan and F5 Tower Mezzanine Loan, the total Cut-off Date LTV, Maturity Date or ARD LTV Ratio, total UW NCF DSCR and total UW NOI Debt Yield are 73.6%, 73.6%, 1.63x and 6.9%, respectively. The lenders of the F5 Tower Whole Loan have entered into an intercreditor agreement with the F5 Tower Mezzanine Loan lenders, which agreement governs their relationship.

Leasehold.The collateral consists of the borrower’s fee interest in the office condominium, 259 borrower-owned spaces in a parking garage and an additional 62 parking spaces leased from The Rainier Club through September 30, 2026. The 62 parking spaces subject to the leasehold interest account for 19.3% of the spaces and 11.5% of the parking income (0.7% of total effective gross income).

Terrorism Insurance.The F5 Tower Whole Loan documents require that the “all risk” insurance policy required to be maintained by the borrower provides coverage for terrorism in an amount equal to the full replacement cost of the F5 Tower 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.

Earthquake Insurance.The F5 Tower Property is located within seismic zone 3 and has a probable maximum loss of 9%. The F5 Tower Whole Loan documents require earthquake insurance in amounts acceptable to the lender in form and substance. The borrower obtained earthquake insurance with a limit of $40.0 million per occurrence and in the annual aggregate.

No. 5 – Silver City Plaza

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		Ladder Capital Finance, LLC			Single Asset/Portfolio:	Single Asset
Credit Assessment (KBRA/Fitch/Moody’s):		NR/NR/NR			Property Type – Subtype:	Retail – Anchored
Original Principal Balance:		$38,520,000			Location:	Las Vegas, NV
Cut-off Date Balance:		$38,520,000			Size:	41,583 SF
% of Initial Pool Balance:		4.0%			Cut-off Date Balance Per SF:	$926.34
Loan Purpose:		Acquisition			Maturity Date Balance Per SF:	$926.34
Borrower Sponsor:		Elyahu Cohen			Year Built/Renovated:	2005/NAP
Guarantor:		Elyahu Cohen			Title Vesting:	Fee
Mortgage Rate:		4.1550%			Property Manager:	Self-managed
Note Date:		December 27, 2019			Current Occupancy (As of):	100.0% (11/20/2019)
Seasoning:		1 month			YE 2018 Occupancy:	100.0%
Maturity Date:		January 6, 2030			YE 2017 Occupancy:	100.0%
IO Period:		120 months			YE 2016 Occupancy:	100.0%
Loan Term (Original):		120 months			YE 2015 Occupancy:	100.0%
Amortization Term (Original):		NAP			As-Is Appraised Value:	$60,500,000
Loan Amortization Type:		Interest-only, Balloon			As-Is Appraised Value Per SF:	$1,454.92
Call Protection:		L(25),D(90),O(5)			As-Is Appraisal Valuation Date:	November 26, 2019
Lockbox Type:		Hard/Springing Cash Management			Underwriting and Financial Information
Additional Debt:		None			TTM NOI (10/31/2019):	$2,660,989
Additional Debt Type (Balance):		NAP			YE 2018 NOI:	$2,629,166
					YE 2017 NOI:	$2,606,135
					YE 2016 NOI⁽²⁾:	NAV
					U/W Revenues:	$3,363,071
					U/W Expenses:	$492,778
Escrows and Reserves⁽¹⁾					U/W NOI:	$2,870,293
	Initial		Monthly	Cap	U/W NCF:	$2,812,077
Taxes	$38,976		$7,795	NAP	U/W DSCR based on NOI/NCF:	1.76x / 1.73x
Insurance	$11,082		Springing	NAP	U/W Debt Yield based on NOI/NCF:	7.5% / 7.3%
Replacement Reserve	$0		$520	NAP	U/W Debt Yield at Maturity based on NOI/NCF:	7.5% / 7.3%
TI/LC Reserve	$0		$4,332	NAP	Cut-off Date LTV Ratio:	63.7%
#Hashtag TI/LC Funds	$120,900		$0	NAP	LTV Ratio at Maturity:	63.7%
#Hashtag Prepaid Rent	$24,077		$0	NAP

Sources and Uses
Sources			Uses
Original loan amount	$38,520,000	64.2%	Purchase Price	$59,250,000	98.8%
Sponsors contribution	21,440,318	35.8	Closing Costs	515,283	0.9
			Upfront Reserves	195,035	0.3
Total Sources	$59,960,318	100.0%	Total Uses	$59,960,318	100.0%

(1)

See “Escrows” section for a full description of Escrows and Reserves.

(2)

Historical financials prior to 2017 are unavailable as the Silver City Property (as defined below) was acquired in 2020. As such , the borrower sponsor was not provided full historical financials.

The Mortgage Loan. The mortgage loan (the “Silver City Plaza Mortgage Loan”) is evidenced by a single promissory note secured by a first mortgage encumbering the fee interest in a 41,583 square foot anchored retail center located in Las Vegas, Nevada (the “Silver City Plaza Property”).

The Borrower and Borrower Sponsor.The borrower is EC 3001 South Las Vegas Boulevard LLC (the “Silver City Plaza Borrower”) a Delaware limited liability company and single purpose entity. Legal counsel to the Silver City Plaza Borrower delivered a non-consolidation opinion in connection with the origination of the Silver City Plaza Mortgage Loan. The nonrecourse carve-out guarantor and borrower sponsor of the Silver City Plaza Mortgage Loan is Elyahu Cohen.

Mr. Cohen has 24 years of experience investing in real estate and has a portfolio of 25 properties comprised of hotels, malls, commercial condominiums and mixed-use buildings. Mr. Cohen has ownership in two other properties in Las Vegas, including the Walgreens located adjacent to the Silver City Plaza Property, and Showcase Mall II, and is the owner of Regal Home Collections, an import and wholesales textiles business, based in New York City.

Retail - Anchored	Loan #5	Cut-off Date Balance:	$38,520,000
3001 South Las Vegas Boulevard	Silver City Plaza	Cut-off Date LTV:	63.7%
Las Vegas, NV 89109		U/W NCF DSCR:	1.73x
		U/W NOI Debt Yield:	7.5%

The Property.The Silver City Plaza Property is a 41,583 square foot retail center in Las Vegas, Nevada. Built in 2005, the Silver City Plaza Property is located on the Las Vegas Strip on a 1.9 acre site at the northeast corner of Las Vegas Boulevard and Convention Center Drive. The Silver City Plaza Property is situated adjacent to the Las Vegas Convention Center expansion project, across from Resorts World by Genting Group and in proximity to the Drew, Wynn/Encore and other Las Vegas Strip attractions. The Silver City Plaza Property contains 210 surface parking spaces, resulting in a parking ratio of 5.05 spaces per 1,000 square feet of net rentable area. As of November 20, 2019, the Silver City Plaza Property was 100.0% occupied by 5 national, regional and local tenants. In addition, there are two owned billboard signs that are leased to Lamar Central Outdoor, LLC. The tenant has leased the billboard space since 2014. The largest tenants at the Silver City Plaza Property are Ross Dress for Less and Denny’s, who are original tenants at the Silver City Plaza Property and have exercised multiple extension options. Ross Dress for Less and 7-Eleven have been at the Silver City Plaza Property since 2005. The Silver City Plaza Property has been able to maintain 100% year end occupancy over the last 15 years.

Major Tenants.

Largest Tenant: Ross Dress For Less (A2/A- by Moody’s/S&P; 32,000 square feet; 51.9% of underwritten base rent; 1/31/2025 lease expiration) – According to company financials, Ross Dress for Less is the largest off-price apparel and home fashion chain in the United States. As of February 2019, Ross Dress for Less has approximately 88,100 employees and operates 1,480 locations in 38 states, the District of Columbia, and Guam. As of February 2, 2019, Ross Dress for Less reported a net income of $1.6 billion and retail sales of $15.0 billion. Ross Dress for Less has been a tenant since 2005 with an upcoming lease expiration of January 2025 and 2, 5-year renew options remaining.

2^ndLargest Tenant: Denny’s (4,765 square feet; 22.6% of underwritten base rent; 3/25/2025 lease expiration) –Denny’s is one of America’s largest franchised full-service restaurant chains. As of December 2018, Denny’s brand consisted of 1,709 franchised, licensed and company operated restaurants around the world with a combined sales of $2.9 billion, including 1,578 restaurants in the United States and 131 international locations. Denny’s has been a tenant since 2005 with an upcoming lease expiration of March 2025 with 1, 5-year renewal option remaining.

The following table presents certain information relating to the tenancy at the Silver City Plaza Property:

Major Tenants

Tenant Name	Credit Rating (Fitch/Moody’s/ S&P)⁽¹⁾	Tenant NRSF	% of NRSF	Annual U/W Base Rent PSF⁽²⁾	Annual U/W Base Rent⁽²⁾	% of Total Annual U/W Base Rent	Lease Expiration Date	Extension Options	Termination Option (Y/N)
Anchor Tenants
Ross Dress For Less	NR/A2/A-	32,000	77.0%	$51.28	$1,640,960	51.9%	1/31/2025	2, 5-year	N
Denny’s	NR/NR/NR	4,765	11.5%	$150.00	$714,750	22.6%	3/25/2025	1, 5-year	N
#Hashtag Vegas	NR/NR/NR	2,418	5.8%	$109.18	$264,000	8.4%	1/31/2025	1, 5-year	N
7-Eleven	NR/Baa1/AA-	2,200	5.3%	$142.45	$313,390	9.9%	10/31/2024	None	N
Las Vegas Tickets	NR/NR/NR	200	0.5%	$900.00	$180,000	5.7%	10/31/2020	None	N
Total Major Tenants		41,583	100.0%	$74.86	$3,113,100	98.5%

Billboard Space⁽³⁾		0	0.0%	NAP	$48,000	1.5%

Occupied Collateral Total		41,583	100.0%	$76.02	$3,161,100	100.0%

Vacant Space		0	0.0%

Collateral Total		41,583	100.0%

(1)

Certain ratings are those of the parent company whether or not the parent company guarantees the lease.

(2)

Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through July 2020 totaling $313,865.

(3)

The billboard space is made up of two rooftop billboards, each generating $24,000 in annual U/W Base Rent pursuant to a lease expiring in December 2020. The tenant has leased the space since September 2014.

Retail - Anchored	Loan #5	Cut-off Date Balance:	$38,520,000
3001 South Las Vegas Boulevard	Silver City Plaza	Cut-off Date LTV:	63.7%
Las Vegas, NV 89109		U/W NCF DSCR:	1.73x
		U/W NOI Debt Yield:	7.5%

The following table presents certain information relating to tenant sales at the Silver City Plaza Property:

Tenant Sales (PSF)

Major Tenant Name	% of Total Annual U/W Base Rent	2016	2017	2018	Major Tenant Occupancy Cost⁽¹⁾
Ross Dress for Less	51.9%	NAV	NAV	NAV	NAV
Denny’s	22.6%	$935	$1,081	$1,071	12.4%
#Hashtag Vegas	8.4%	NAV	NAV	NAV	NAV
7-Eleven	9.9%	$712	$783	$773	20.0%
Las Vegas Tickets	5.7%	NAV	NAV	NAV	NAV

(1)	Major Tenant Occupancy Cost is based on the underwritten base rent and underwritten reimbursements.

The following table presents certain information relating to the lease rollover schedule at the Silver City Plaza Property:

Lease Expiration Schedule⁽¹⁾⁽²⁾

Year Ending December 31,	No. of Leases Expiring	Expiring NRSF	% of Total NRSF	Cumulative Expiring NRSF	Cumulative % of Total NRSF	Annual U/W Base Rent	% of Total Annual U/W Base Rent	Annual U/W Base Rent PSF
MTM	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2020⁽³⁾	3	200	0.5%	200	0.5%	$228,000	7.2%	$1,140.00
2021	0	0	0.0%	200	0.5%	$0	0.0%	$0.00
2022	0	0	0.0%	200	0.5%	$0	0.0%	$0.00
2023	0	0	0.0%	200	0.5%	$0	0.0%	$0.00
2024	1	2,200	5.3%	2,400	5.8%	$313,390	9.9%	$142.45
2025	3	39,183	94.2%	41,583	100.0%	$2,619,710	82.9%	$66.86
2026	0	0	0.0%	41,583	100.0%	$0	0.0%	$0.00
2027	0	0	0.0%	41,583	100.0%	$0	0.0%	$0.00
2028	0	0	0.0%	41,583	100.0%	$0	0.0%	$0.00
2029	0	0	0.0%	41,583	100.0%	$0	0.0%	$0.00
2030	0	0	0.0%	41,583	100.0%	$0	0.0%	$0.00
Thereafter	0	0	0.0%	41,583	100.0%	$0	0.0%	$0.00
Vacant	0	0	0.0%	41,583	100.0%	$0	0.0%	$0.00
Total/Weighted Average	7	41,583	100.0%			$3,161,100	100.0%	$76.02

(1)

Information obtained from the underwritten rent roll.

(2)

(3)

Two of the tenants expiring in 2020 are comprised of two rooftop billboards, each generating $24,000 in annual U/W Base Rent pursuant to a lease expiring in December 2020. The tenant has leased the space since September 2014.

The following table presents historical occupancy percentages at the Silver City Plaza Property:

Historical Occupancy

12/31/2016⁽¹⁾	12/31/2017⁽¹⁾	12/31/2018⁽¹⁾	11/20/2019⁽²⁾
100.0%	100.0%	100.0%	100.0%

(1)	Information obtained from the Silver City Plaza Borrower.

(2)	Information obtained from the underwritten rent roll.

Retail - Anchored	Loan #5	Cut-off Date Balance:	$38,520,000
3001 South Las Vegas Boulevard	Silver City Plaza	Cut-off Date LTV:	63.7%
Las Vegas, NV 89109		U/W NCF DSCR:	1.73x
		U/W NOI Debt Yield:	7.5%

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the Silver City Plaza Property:

Cash Flow Analysis

	2017	2018	TTM 10/31/2019	U/W	%⁽¹⁾	U/W $ per SF
Rents in Place	$2,700,751	$2,714,751	$2,734,752	$2,847,235	80.5%	$68.47
Contractual Rent Steps⁽²⁾	0	0	0	313,865	8.9	7.55
Grossed Up Vacant Space	0	0	0	0	0.0	0.00
Gross Potential Rent	$2,700,751	$2,714,751	$2,734,752	$3,161,100	89.3%	$76.02
Other Income	51,276	$51,174	$51,963	30,000⁽³⁾	0.8	0.72
Total Recoveries	307,335	300,101	304,195	347,396	9.8	8.35
Net Rental Income	$3,059,362	$3,066,026	$3,090,910	$3,538,496	100.0%	$85.09
(Vacancy & Credit Loss)	0	0	0	(175,425)⁽⁴⁾	(5.5)	(4.22)
Effective Gross Income	$3,059,362	$3,066,026	$3,090,910	$3,363,071	95.0%	$80.88

Real Estate Taxes	86,762	89,868	93,542	93,542	2.8	2.25
Insurance	10,309	10,700	10,715	66,492	2.0	1.60
Management Fee	92,474	92,974	93,813	100,892	3.0	2.43
Other Operating Expenses	263,681	243,318	231,851	231,851	6.9	5.58
Total Operating Expenses	$453,227	$436,860	$429,921	$492,778	14.7%	$11.85

Net Operating Income	$2,606,135	$2,629,166	$2,660,989	$2,870,293	85.3%	$69.03
Replacement Reserves	0	0	0	6,237	0.2	0.15
TI/LC	0	0	0	51,979	1.5	1.25
Net Cash Flow	$2,606,135	$2,629,166	$2,660,989	$2,812,077	83.6%	$67.63

NOI DSCR	1.60x	1.62x	1.64x	1.76x
NCF DSCR	1.60x	1.62x	1.64x	1.73x
NOI Debt Yield	6.8%	6.8%	6.9%	7.5%
NCF Debt Yield	6.8%	6.8%	6.9%	7.3%

(1) Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy & Credit Loss and (iii) percent of Effective Gross Income for all other fields.

(2) Represents contractual rent steps through July 2020.

(3) U/W Other Income consists of Denny’s Signage.

(4) The underwritten economic vacancy is 5.0%. The Silver City Plaza Property was 100.0% leased as of November 20, 2019.

Appraisal.As of the appraisal valuation date of November 26, 2019, the Silver City Plaza Property had an “as-is” appraised value of $60,500,000.

Environmental Matters. According to a Phase I environmental site assessment dated December 5, 2019, there was no evidence of any recognized environmental conditions at the Silver City Plaza Property.

Market Overview and Competition.The Silver City Plaza Property is located on the Las Vegas strip, on the northeast corner of Las Vegas Boulevard and Convention Center Drive. According to a third-party report, average daily traffic counts on the Las Vegas Boulevard and Convention Center Drive are 58,100 and 9,200, respectively.

The Silver City Plaza Property is located one block from the Las Vegas Convention Center, which according to the appraisal, hosts 6.5 million annual convention visitors, and is currently undergoing a renovation that will add an additional 600,000 square feet of exhibit space, which is projected to generate an additional 433,000 convention visitors each year. The Silver City Plaza Property is located across the street from Genting Group’s Resorts World Las Vegas, which is an 88-acre $4.3 billion development. The Genting Group’s Resorts World Las Vegas is expected to be completed in 2020 and consist of over 3,500 hotel rooms and 350,000 SF of meeting space. The Silver City Plaza Property is located one block from the development site for The Drew, a Marriott brand casino hotel which is being developed by Steve Witkoff and is anticipated to open in 2022 with 3,780 rooms, a casino, more than 550,000 SF of convention and meeting space, plus food and beverage, retail spa, and nightlife venues. The Drew development is expected to cost approximately $3.1 billion.

According to the appraisal, the 2019 estimated population within a one-, three-, and five-mile radius is 20,613, 198,220, and 435,423, respectively. The average household income within a one-mile radius is $94,853.

Retail - Anchored	Loan #5	Cut-off Date Balance:	$38,520,000
3001 South Las Vegas Boulevard	Silver City Plaza	Cut-off Date LTV:	63.7%
Las Vegas, NV 89109		U/W NCF DSCR:	1.73x
		U/W NOI Debt Yield:	7.5%

Appraiser’s Comp Set – The appraiser identified three primary competitive properties for the Silver City Plaza Property totaling approximately 325,664 square feet, and which reported an average occupancy rate of approximately 96.8%. The appraiser concluded to net market rents for the Silver City Plaza Property of $70.00 per square foot, for large Las Vegas strip retail space, $165.00 per square foot for Las Vegas strip retail space, and $750.00 per square foot for small Las Vegas retail space.

The following table presents certain information relating to the appraiser’s market rent conclusion for the Silver City Plaza Property:

Market Rent Summary⁽¹⁾

	Large LV Strip Retail Space	LV Strip Retail Space	Small LV Strip Retail Space
Market Rent (PSF)	$70.00	$165.00	$750.00
Lease Term (Years)	10	10	5
Lease Type (Reimbursements)	NNN	NNN	NNN
Rent Increase Projection	10.0%	3.0%	3.0%

(1)	Information obtained from the appraisal.

The table below presents certain information relating to comparable sales for the Silver City Plaza Property identified by the appraiser:

Comparable Sales⁽¹⁾

Property Name	Location	Rentable Area (SF)	Sale Date	Sale Price	Sale Price (PSF)
Bonanza Gift & Souvenir	Las Vegas, NV	36,000	Oct-16	$50,000,000	$1,388.89
Miracle Mile Shops	Las Vegas, NV	501,522	Oct-16	$1,080,000,000	$2,153.44
Fashion Show Mall	Las Vegas, NV	1,324,798	Jul-16	$1,250,000,000	$943.54
Crystals at City Center	Las Vegas, NV	262,327	Apr-16	$1,112,000,000	$4,238.98
Showcase Island Plaza	Las Vegas, NV	43,530	Dec-15	$82,850,000	$1,903.29
Showcase Mall Phase III	Las Vegas, NV	97,320	Jan-15	$139,500,000	$1,433.42

(1) Information obtained from the appraisal.

Retail - Anchored	Loan #5	Cut-off Date Balance:	$38,520,000
3001 South Las Vegas Boulevard	Silver City Plaza	Cut-off Date LTV:	63.7%
Las Vegas, NV 89109		U/W NCF DSCR:	1.73x
		U/W NOI Debt Yield:	7.5%

The following table presents certain information relating to four comparable leases of inline tenants to those at the Silver City Plaza Property:

Comparable Leases⁽¹⁾

Property Name/Location	Year Built/ Renovated	Total GLA (SF)	Distance from Subject	Occupancy	Lease Term	Tenant Size	Annual Base Rent PSF	Lease Type
Showcase Mall Phase I 3785 S. Las Vegas Blvd. Las Vegas, NV	1996/2004	184,814	2.2 miles	100.0%	10.0 Yrs	30,313 SF	$50.00	NNN
Showcase Mall Phase I 3785 S. Las Vegas Blvd. Las Vegas, NV	1996/2004	184,814	2.2 miles	100.0%	10.0 Yrs	12,885 SF	$123.50	NNN
Showcase Mall Phase III 3771 S. Las Vegas Blvd. Las Vegas, NV	2009/NAP	97,320	2.2 miles	100.0%	10.4 Yrs	30,444 SF	$58.22	NNN

(1)	Information obtained from the appraisal.

Escrows.

Real Estate Taxes – The Silver City Plaza Mortgage Loan documents require an upfront real estate tax reserve of $38,976 and ongoing monthly real estate tax reserves in an amount equal to one-twelfth of the real estate taxes that the lender estimates will be necessary to pay taxes over the then succeeding twelve months (initially $7,795).

Insurance – The Silver City Plaza Mortgage Loan documents require an upfront insurance reserve of $11,082 and ongoing monthly reserves for insurance in an amount equal to one-twelfth of the insurance premiums that the lender estimates will be payable during the next twelve months (initially $5,541). Insurance escrows are waived so long as no Cash Management Trigger Event has occurred, Borrower provides lender evidence of renewal policies an acceptable blanket policy is in place.

Replacement Reserves – The Silver City Plaza Mortgage Loan documents require ongoing monthly replacement reserves of $520.

TI/LC Reserves -The Silver City Plaza Mortgage Loan documents require ongoing monthly replacement reserves of $4,332.

#Hashtag TI/LC Funds - The Silver City Plaza Mortgage Loan documents require an upfront reserve of $120,900 for tenant improvements for #Hashtag Vegas.

#Hashtag Prepaid Rent- The Silver City Plaza Mortgage Loan documents require an upfront reserve of $24,077 for prepaid rent for #Hashtag Vegas to be used for their February 2020 payment.

Lockbox and Cash Management.The Silver City Plaza Mortgage Loan documents require a hard lockbox with springing cash management (which will be triggered upon the occurrence of a Cash Management Trigger Event (as defined below)). The Silver City Plaza Loan documents require the Silver City Plaza Borrower to deliver written notification to the tenants to deposit all rents payable under each lease directly into the lockbox account, which is already in place. The Silver City Plaza Mortgage Loan documents also require that all rents received by the Silver City Plaza Borrower or the property manager be deposited into the lockbox account within three (3) business days of receipt. Absent a Cash Management Trigger Event, all funds collected in the lockbox account will disbursed daily to the Silver City Plaza Borrower. During the occurrence of a Cash Management Trigger Event, all amounts in the lockbox account are to be transferred daily into a lender controlled cash management account and distributed monthly for the payment, among other things, of the debt service, monthly escrows, and default interest (if applicable).

A “Cash Management Trigger Event” will commence upon the occurrence of the following:

(i)

An event of default under the loan agreement or by the Silver City Plaza Borrower under the property management agreement;

(ii)

The debt service coverage ratio for the Silver City Plaza Property falls below 1.45x;

(iii)

Any tenant occupying more than 20% (physical or economic occupancy) (a “Significant Tenant”) ceases to conduct, or gives notice of its intent to cease to conduct, its normal business operations at substantially all of its leased premises (including by subleasing substantially all of its leased premises);

(iv)

Any Significant Tenant (or such tenant’s parent, if applicable) becomes insolvent or files for bankruptcy;

(v)

Any Significant Tenant fails to extend or renew its lease in accordance with its terms or on terms otherwise acceptable to lender, at least six months prior to the expiration of the applicable Significant Tenant’s lease.

Retail - Anchored	Loan #5	Cut-off Date Balance:	$38,520,000
3001 South Las Vegas Boulevard	Silver City Plaza	Cut-off Date LTV:	63.7%
Las Vegas, NV 89109		U/W NCF DSCR:	1.73x
		U/W NOI Debt Yield:	7.5%

A Cash Management Trigger Event with end upon the occurrence of:

●

with regard to clause (i) above, (a) such event of default is cured under the Silver City Plaza Mortgage Loan or management agreement, as applicable, or (b) a replacement manager acceptable to the lender is put in place, as applicable;

●

with regard to clause (ii) above, the Silver City Plaza Property achieving a debt service coverage ratio of 1.50x for two consecutive quarters;

●

with regard to clause (iii) above, (a) the Significant Tenant has revoked its notice (if applicable), is open for business and has paid full, unabated rent for two (2) consecutive quarters and delivered an acceptable estoppel certificate or (b) the applicable premises has been re-tenanted in accordance with the Silver City Plaza Mortgage Loan documents;

●

with regard to clause (iv) above, (a) the Significant Tenant (or its parent) has become solvent or emerged from bankruptcy, as applicable, and the applicable lease is affirmed in bankruptcy, as applicable, and the Significant Tenant is open and in occupancy of all of its space and paying full unabated rent, in each case for two consecutive quarters, or (b) the subject space is re-tenanted in accordance with the Silver City Plaza Mortgage Loan documents;

●

with regard to clause (v) above, the lender’s receipt of evidence that (a) the applicable Significant Tenant has renewed or extended its lease on terms acceptable to the lender and the Silver City Plaza Borrower has delivered an acceptable tenant estoppel certificate from such Significant Tenant, or (b) the subject space is re-tenanted in accordance with the Silver City Plaza Mortgage Loan documents.

Property Management. The Silver City Plaza Property is self-managed by the Silver City Plaza Borrower.

Partial Release. Not permitted.

Real Estate Substitution.Not permitted.

Subordinate and Mezzanine Indebtedness.Not permitted.

Ground Lease. None.

Terrorism Insurance.The Silver City Plaza Mortgage Loan documents require that the “all risk” insurance policy required to be maintained by the Silver City Plaza Borrower provides coverage for terrorism in an amount equal to the full replacement cost of the Silver City Plaza 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 12-month extended period of indemnity.

No. 6 – Axalta Navy Yard

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		Ladder Capital Finance			Single Asset/Portfolio:	Single Asset
Credit Assessment (KBRA/Fitch/Moody’s):		NR/NR/NR			Property Type – Subtype:	Office– R&D
Original Principal Balance:		$36,720,000			Location:	Philadelphia, PA
Cut-off Date Balance:		$36,720,000			Size:	175,000 SF
% of Initial Pool Balance:		3.8%			Cut-off Date Balance Per SF:	$209.83
Loan Purpose:		Acquisition			Maturity Date Balance Per SF:	$209.83
Borrower Sponsor⁽¹⁾:		Rasmala Managers Limited			Year Built/Renovated:	2017/NAP
Guarantor⁽¹⁾:		Apex Capital Investments Corporation			Title Vesting:	Fee
Mortgage Rate:		3.6320%			Property Manager:	Cushman & Wakefield U.S., Inc.
Note Date:		January 16, 2020			Current Occupancy (As of):	100.0% (2/1/2020)
Seasoning:		0 months			YE 2019 Occupancy:	100.0%
					YE 2018 Occupancy:	100.0%
Maturity Date:		February 6, 2030			YE 2017 Occupancy:	100.0%
IO Period:		120 months			YE 2016 Occupancy:	NAP
Loan Term (Original):		120 months			Appraised Value:	$61,800,000
Amortization Term (Original):		NAP			As-Is Appraised Value Per SF:	$353.14
Loan Amortization Type:		Interest-only, Balloon			As-Is Appraisal Valuation Date:	October 18, 2019
Call Protection:		L(23), GRTR 1% or YM(93),O(4)
Lockbox Type:		Hard/Springing Cash Management			Underwriting and Financial Information
Additional Debt:		None			TTM NOI⁽³⁾:	NAV
Additional Debt Type (Balance):		NAP			YE 2019 NOI⁽³⁾:	NAV
					YE 2018 NOI⁽³⁾:	NAV
					YE 2017 NOI⁽³⁾:	NAV
					U/W Revenues:	$3,628,502
					U/W Expenses:	$108,855
Escrows and Reserves(2)					U/W NOI:	$3,519,647
	Initial		Monthly	Cap	U/W NCF:	$3,502,147
Taxes	$0		Springing	NAP	U/W DSCR based on NOI/NCF:	2.60x / 2.58x
Insurance	$20,078		$6,693	NAP	U/W Debt Yield based on NOI/NCF:	9.6% / 9.5%
Replacement Reserve	$0		$1,458	$87,500	U/W Debt Yield at Maturity based on NOI/NCF:	9.6% / 9.5%
					Cut-off Date LTV Ratio:	59.4%
					LTV Ratio at Maturity:	59.4%

Sources and Uses
Sources			Uses
Original loan amount	$36,720,000	57.5%	Purchase Price	$61,200,000	95.8%
Borrower equity	27,179,353	42.5	Upfront reserves	20,078	0.0
			Closing costs	2,679,276	4.2

Total Sources	$63,899,353	100.0%	Total Uses	$63,899,353	100.0%

(1)

See “The Borrower and Borrower Sponsor” section below.

(2)

See “Escrows” section below.

(3)

Historical financials are unavailable as the Axalta Navy Yard Property (as defined below) was acquired in 2020 and is 100% leased to a single tenant on a triple-net lease.

The Mortgage Loan. The mortgage loan (the “Axalta Navy Yard Mortgage Loan”) is evidenced by a single promissory note secured by a first mortgage encumbering the borrower’s fee interest in a 175,000 square foot office R&D building located in Philadelphia, Pennsylvania (the “Axalta Navy Yard Property”).

The Borrower and Borrower Sponsor.The borrower is L/S 1050 Constitution Avenue, LP, a Pennsylvania limited partnership structured to be bankruptcy-remote with two independent directors in the organization structure. The Axalta Navy Yard Mortgage Loan is structured as a Shari’ah compliant borrower organizational structure. See “Risk Factors – Risks Relating to the Mortgage Loans – Risks Relating to Shari’ah Compliant Loans” and “Description of the Mortgage Pool – Mortgage Pool Characteristics - Shari’ah Compliant Loan” in the Preliminary Prospectus. In order to facilitate a Shari’ah compliant borrower organizational structure, the borrower, an unaffiliated third party, master leases the Axalta Navy Yard Property to a master lessee sponsor controlled entity (the “Master Lessee”). The rents under such master lease are equal to the amount that the lender would expect to receive as principal

Office – R&D	Loan #6	Cut-off Date Balance:	$36,720,000
1050 Constitution Avenue	Axalta Navy Yard	Cut-off Date LTV:	59.4%
Philadelphia, PA 19112		U/W NCF DSCR:	2.58x
		U/W NOI Debt Yield:	9.6%

and interest payments under the Axalta Navy Yard Mortgage Loan. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Axalta Navy Yard Mortgage Loan.

The non-recourse carve-out guarantor is Apex Capital Investments Corporation (“Apex”). Due to the nature of the organizational structure and the need for the transaction to be Shari’ah compliant, the carveout guaranty is in favor of the borrower (as the master landlord under the Shari’ah compliant master lease) and has been assigned to the lender pursuant to the loan documents and is enforceable by the lender pursuant to its terms. Apex is a U.S. based real estate investment management firm focused on core-plus, value-add and opportunistic investment strategies across asset classes. The principals of the firm have extensive experience investing on behalf of U.S. institutional investors, foreign investment firms and U.S. high net worth investors. Headquartered in Philadelphia, the firm is organized to acquire, finance and manage assets in the net lease, multifamily, office and industrial sectors. Apex’s goal is to provide superior returns to investors while managing risk. Apex’s CEO is John Gaghan, who previously spent 7 years at Lowe Enterprises in Philadelphia.

The Master Lessee Sponsor.The master lessee sponsor is Rasmala Managers Limited.

The Property.The Axalta Navy Yard Property consists of a two-story single tenant 175,000 square foot office R&D property located in Philadelphia, Pennsylvania. Built in 2017, the Axalta Navy Yard Property is located on a 7.4 acre site at the southeast corner of Constitution Avenue and S. 11th Street, within the Philadelphia Navy Yard. The Axalta Navy Yard Property also features 349 on-site surface parking spaces resulting in a parking ratio of 2.0 spaces per 1,000 square feet of rentable area. As of February 1, 2020, the Axalta Navy Yard Property was 100.0% leased to Axalta Coating Systems, LLC (“Axalta”) through October 2037 on a triple net basis, with no downsizing or termination options.

Sole Tenant.

Axalta (NR/B1/BB- by Fitch/Moody’s/S&P); 175,000 square feet; 100.0% of net rentable area; 100.0% of underwritten base rent; 10/31/2037 lease expiration)Axalta is a company focused solely on paints and coatings with over 150 years of experience in the coatings industry. The company, which generated approximately $4.7 billion in revenue in 2018, is headquartered in Philadelphia and has 14,000 employees around the world serving more than 100,000 customers. Operating in over 130 countries, Axalta has 50 manufacturing centers, 30 technology laboratories, 47 customer training centers, and 4 global technology centers. Axalta’s R&D center at the Axalta Navy Yard Property is one of their four global innovation centers and is the largest facility the company has. Axalta performance and transportation coatings provide liquid and powder coating systems to a range of markets that include light and commercial vehicles, collision body shops in the refinish aftermarket, and many industrial applications. Coatings are designed to prevent corrosion, increase productivity and enable the materials to last longer. Axalta has four key business areas: transportation coatings for light vehicles, transportation coatings for commercial vehicles, performance coatings for refinish and aftermarket applications and performance coatings for industrial applications. As of January 2020, Axalta had a 6.7 billion market cap.

The following table presents certain information relating to the tenancy at the Axalta Navy Yard Property:

Major Tenant⁽¹⁾

Tenant Name	Credit Rating (Fitch/ Moody’s/ S&P)	Tenant NRSF	% of NRSF	Annual U/W Rent PSF⁽¹⁾	Annual U/W Rent⁽¹⁾	% of Total Annual U/W Rent	Lease Expiration Date	Extension Options	Termination Option (Y/N)
Major Tenant
Axalta	NR/B1/BB-	175,000	100.0%	$21.20	$3,710,621	100.0%	10/31/2037	1, 10-year	N

Vacant Space		0	0.0%

Collateral Total		175,000	100.0%

(1)

Information obtained from the underwritten rent roll.

Office – R&D	Loan #6	Cut-off Date Balance:	$36,720,000
1050 Constitution Avenue	Axalta Navy Yard	Cut-off Date LTV:	59.4%
Philadelphia, PA 19112		U/W NCF DSCR:	2.58x
		U/W NOI Debt Yield:	9.6%

The following table presents certain information relating to the lease rollover schedule at the Axalta Navy Yard Property:

Lease Expiration Schedule⁽¹⁾

Year Ending December 31,	No. of Leases Expiring	Expiring NRSF	% of Total NRSF	Cumulative Expiring NRSF	Cumulative % of Total NRSF	Annual U/W Rent	% of Total Annual U/W Rent	Annual U/W Rent PSF
MTM	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2019	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2020	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2021	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2022	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2023	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2024	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2025	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2026	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2027	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2028	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2029	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
Thereafter	1	175,000	100.0%	175,000	100.0%	$3,710,621	100.0%	$21.20
Vacant	0	0	0.0%	175,000	100.0%	$0	0.0%	$0.00
Total/Weighted Average	1	175,000	100.0%			$3,710,621	100.0%	$21.20

(1)

Information obtained from the underwritten rent roll.

The following table presents historical occupancy percentages at the Axalta Navy Yard Property:

Historical Occupancy

12/31/2017⁽¹⁾	12/31/2018⁽¹⁾	12/31/2019⁽¹⁾	2/1/2020⁽²⁾
100.0%	100.0%	100.0%	100.0%

(1)	The Axalta Navy Yard Property has been leased to Axalta since October 2017.

(2)	Information obtained from the underwritten rent roll.

Office – R&D	Loan #6	Cut-off Date Balance:	$36,720,000
1050 Constitution Avenue	Axalta Navy Yard	Cut-off Date LTV:	59.4%
Philadelphia, PA 19112		U/W NCF DSCR:	2.58x
		U/W NOI Debt Yield:	9.6%

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the operating performance and underwritten net cash flow at the Axalta Navy Yard Property:

Cash Flow Analysis⁽¹⁾

	U/W	%⁽²⁾	U/W $ per SF
Base Rent	$3,710,621	97.2%	$21.20
Contractual Rent Steps	0	0.0	0.00
Grossed Up Vacant Space	0	0.0	0.00
Gross Potential Rent	$3,710,621	97.2%	$21.20
Other Income	0	0.0	0.00
Total Recoveries	108,855	2.9	0.62
Net Rental Income	$3,819,476	100.0%	$21.83
(Vacancy & Credit Loss)	(190,974)⁽³⁾	(5.1)	(1.09)
Effective Gross Income	$3,628,502	95.0%	$20.73

Real Estate Taxes	0	0.0	0.00
Insurance	0	0.0	0.00
Management Fee	108,855	3.0	0.62
Other Operating Expenses	0	0.0	0.00
Total Operating Expenses	$108,855	3.0%	$0.62

Net Operating Income	$3,519,647	97.0%	$20.11
Replacement Reserves	17,500	0.5	0.10
TI/LC	0	0.0	0.00
Net Cash Flow	$3,502,147	96.5%	$20.01

NOI DSCR	2.60x
NCF DSCR	2.58x
NOI Debt Yield	9.6%
NCF Debt Yield	9.5%

(1)	Historical financial information is not available as the Axalta Navy Yard Property was recently acquired.

(2)	Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy & Credit Loss and (iii) percent of Effective Gross Income for all other fields.

(3)	The underwritten economic vacancy is 5.0%. The Axalta Navy Yard Property is 100.0% physically occupied as of February 1, 2020.

Appraisal.The appraiser concluded to an “as-is” appraised value of $61,800,000 as of October 18, 2019. The appraiser also concluded to an “as-dark” appraised value of $41,300,000 as of October 18, 2019.

Environmental Matters. According to the Phase I environmental site assessment dated October 24, 2019, there were no recognized environmental conditions or historical recognized environmental conditions, but there is a controlled recognized environmental condition due to the Axalta Navy Yard Property being situated in the former Philadelphia Navy Yard. The US Government is liable for all contamination arising from the historic navy yard operations. The Axalta Navy Yard Property is also located within a Special Industrial Area (“SIA”) and is subject to SIA agreement between the Pennsylvania Dept. of Environmental Protection (“PADEP”) and the Pennsylvania Authority for Industrial Development (“PAID”). Pursuant to the SIA Agreement and Pennsylvania law, the Axalta Navy Yard Property (including current and successor owners) has liability protections for the identified historic contamination at the site, including claims of citizens or contribution claims by responsible parties. Based upon a baseline environmental investigation in October, 2015, the Axalta Navy Yard Property has certain hazardous substances below the regulated levels for non-used aquifiers. As a result, it was concluded that no remediation was warranted with respect to the use being made of the Axalta Navy Yard Property.

Market Overview and Competition.The Axalta Navy Yard Property is located within the Philadelphia Navy Yard submarket, a 1,200-acre urban waterfront development located along the Delaware River. The Philadelphia Navy Yard is located 6.2 miles from Center City Philadelphia, 6.6 miles from the Philadelphia International Airport and adjacent to I-95 and I-76. According to the appraisal, the Philadelphia Navy Yard serves as home to nearly 15,000 employees and 170 companies, representing a diverse mix of industries such as life sciences, financial services, engineering, manufacturing and research & development. The Philadelphia Navy Yard is home to Urban Outfitters’ global headquarters, GSK’s North American headquarters, Jefferson Health, several life science and technology startups, manufacturers, R&D facilities, U.S. Navy engineering centers and a graduate engineering, business and research campus for Penn State University. The area maintains an historical connection with the U.S. Navy and other governmental

Office – R&D	Loan #6	Cut-off Date Balance:	$36,720,000
1050 Constitution Avenue	Axalta Navy Yard	Cut-off Date LTV:	59.4%
Philadelphia, PA 19112		U/W NCF DSCR:	2.58x
		U/W NOI Debt Yield:	9.6%

andeducational bodies and institutions. In addition, the Axalta Navy Yard Property is located in the Keystone Opportunity Zone which offers employers tax benefits, and currently extends to the end of 2025.

According to the appraisal, the 2018 estimated average household income within Philadelphia is $96,140. The office vacancy within the Philadelphia Navy Yard submarket is 5.2% as of the third quarter of 2019 and the market rent is $25.00 per square foot, which is approximately 17.9% above the in place rent of Axalta Navy Yard Property of $21.20 per square foot.

The following table presents certain information relating to the appraiser’s market rent conclusions for the Axalta Navy Yard Property:

Market Rent Summary⁽¹⁾


Market Rent (PSF)	$25.00
Lease Term (Years)	15
Lease Type (Reimbursements)	Net
Rent Increase Projection	2.0%per annum

(1)	Information obtained from the appraisal.

The following table presents certain information relating to comparable properties to Axalta Navy Yard Property:

Comparable Leases⁽¹⁾

Property Name/Location	Year Built/ Renovated	Total GLA (SF)	Distance from Subject	Occupancy	Lease Year	Lease Term	Tenant Size (SF)	Annual Base Rent PSF	Lease Type
Office/Lab Building 300 Rouse Boulevard Philadelphia, PA	2020/NAP	135,814	0.3 miles	100.0%	2020	20.0 Yrs	135,814	$28.25	Net
Office/R&D Building 400 Rouse Boulevard Philadelphia, PA	2020/NAP	95,400	0.3 miles	100.0%	2020	15.0 Yrs	95,400	$25.85	Net
Lakeside I 801 Lakeview Drive Blue Bell, PA	1974/NAP	211,116	25.2 miles	NAV	2018	7.0 Yrs	156,331	$19.25	Net
Office/R&D Building 4701 League Island Boulevard Philadelphia, PA	2016/NAP	145,000	0.4 miles	100.0%	2016	12.0 Yrs	75,777	$16.34	Net

(1) Information obtained from appraisal.

Escrows.

Taxes –At origination, no escrows for taxes were collected. Ongoing collections for taxes will be waived so long as among, other things, the Axalta lease is in full force and effect, Axalta is responsible thereunder for the payment of all taxes directly to the governing authority and timely pays such amounts.

Insurance – At origination, the borrower escrowed into the insurance account $20,078 for insurance premiums. The borrower is required to make monthly payments of one-twelfth of the insurance premiums during the next twelve months, currently equal to $6,693.

Replacement Reserve – The borrower is required to make monthly payments of $1,458 into the replacement reserve account, capped at $87,500.

Lockbox and Cash Management.The Axalta Navy Yard Mortgage Loan requires a hard lockbox with springing cash management. The borrower was required at origination of the Axalta Navy Yard Mortgage Loan to deliver written instructions to the tenant directing it to deposit all rents payable under its lease directly into a lender-controlled lockbox account. The Axalta Navy Yard Mortgage Loan documents require that all rents received by the borrower or the property manager be deposited into the lockbox account within one business day of receipt. Prior to the occurrence of a Cash Management Period (as defined below), all funds on deposit in the lockbox account will be disbursed to the Axalta Navy Yard Mortgage Loan borrower. During a Cash Management Period, all funds in the lockbox account are required to be swept each business day into the cash management account, and all excess cash flow is required to be swept to an excess cash flow subaccount held by the lender.

Office – R&D	Loan #6	Cut-off Date Balance:	$36,720,000
1050 Constitution Avenue	Axalta Navy Yard	Cut-off Date LTV:	59.4%
Philadelphia, PA 19112		U/W NCF DSCR:	2.58x
		U/W NOI Debt Yield:	9.6%

A “Cash Management Period” will commence upon the earlier of the following:

(i) an event of default occurs under the Axalta Navy Yard Mortgage Loan;

(ii) the debt service coverage ratio falls below 1.15x; and/or

(iii) a Significant Tenant (defined below) (a) vacating, surrendering or ceasing to conduct, or giving notice of its intent to cease to conduct, its normal business operations at substantially all of its leased premises (including by subleasing substantially all of its leased premises) or otherwise going dark or (b) becoming insolvent or a debtor in any bankruptcy action or its parent company becomes insolvent or bankrupts.

A Cash Management Period will end upon the occurrence of the following:

(i) with regard to clause (i), such event of default having been cured and such cure having been accepted by the lender in its sole discretion;

(ii) with regard to clause (ii), the Axalta Navy Yard Property having achieved a debt service coverage ratio of 1.35x for 2 calendar quarters; and

(iii) with regard to clause (iii)(a), the applicable Significant Tenant having (A) reopened for business and conducted normal business operations at substantially all of its demised premises and (B) paid full, unabated rent under its lease, for two consecutive quarters, and (2) the borrower has delivering to the lender an acceptable tenant estoppel certificate from the applicable Significant Tenant certifying, among other things, the foregoing and reaffirming the lease as being in full force and effect, to the lender’s satisfaction in each case, or a (b) Re-tenanting Event (defined below) has occurred or

(iv) with regard to clause (iii)(b) the Significant Tenant or such Significant Tenant’s parent company, as the case may be, shall become solvent to lender’s satisfaction for two consecutive quarters or shall no longer be a debtor in any bankruptcy action and shall have affirmed its lease pursuant to a final non-appealable order of a court of competent jurisdiction. A “Significant Tenant” means (i) Axalta and (ii) any tenant that replaces Axalta at the Axalta Navy Yard Property.

A “Re-tenanting Event” means the borrower or master lessee has entered into a new lease or leases with a replacement tenant or tenants acceptable to the lender.

Property Management. The Axalta Navy Yard Property is managed by Cushman & Wakefield U.S., Inc.

Partial Release. Not permitted.

Real Estate Substitution.Not permitted.

Subordinate and Mezzanine Indebtedness.None

Ground Lease. None.

Terrorism Insurance.The Axalta Navy Yard Mortgage Loan documents require that the “all risk” insurance policy required to be maintained by the borrower provides (or otherwise the Axalta Navy Yard Loan borrower will maintain) coverage for terrorism in an amount equal to the full replacement cost of the Axalta Navy Yard Property and provides business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a 12-month extended period of indemnity. To the extent that Axalta maintains the insurance policies required under its lease and the related conditions set forth in the Axalta Navy Yard Mortgage Loan documents are satisfied, the Axalta Navy Yard Mortgage Loan borrower will not be required to maintain such coverages.

No. 7 – ExchangeRight Net Leased Portfolio #31

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		Barclays Capital Real Estate Inc.			Single Asset/Portfolio:	Portfolio
Credit Assessment (KBRA/Fitch/Moody’s):		NR/NR/NR			Property Type – Subtype⁽³⁾:	Various
Original Principal Balance⁽¹⁾:		$33,875,000			Location⁽³⁾:	Various
Cut-off Date Balance⁽¹⁾:		$33,875,000			Size:	547,761 SF
% of Initial Pool Balance:		3.5%			Cut-off Date Balance Per SF⁽¹⁾:	$134.87
Loan Purpose:		Acquisition			Maturity Date Balance Per SF⁽¹⁾:	$134.87
Borrower Sponsors:		ExchangeRight Real Estate, LLC, David Fisher, Joshua Ungerecht, and Warren Thomas			Year Built/Renovated⁽⁴⁾:	Various/NAP
Guarantors:		David Fisher; Joshua Ungerecht; Warren Thomas			Title Vesting:	Fee
Mortgage Rate:		3.49400%			Property Manager:	Self-managed
Note Date:		December 9, 2019			Current Occupancy (As of):	100.0% (2/1/2020)
Seasoning:		2 months			YE 2018 Occupancy⁽⁴⁾:	NAV
Maturity Date:		December 6, 2029			YE 2017 Occupancy⁽⁴⁾:	NAV
IO Period:		120 months			YE 2016 Occupancy⁽⁴⁾:	NAV
Loan Term (Original):		120 months			YE 2015 Occupancy⁽⁴⁾:	NAV
Amortization Term (Original):		NAP			Appraised Value:	$119,040,000
Loan Amortization Type:		Interest-only, Balloon			Appraised Value Per SF:	$217.32
Call Protection:		L(26),D(90),O(4)			Appraisal Valuation Date:	Various
Lockbox Type:		Hard/Springing Cash Management			Underwriting and Financial Information
Additional Debt⁽¹⁾:		Yes			YE 2018 NOI⁽⁴⁾:	NAV
Additional Debt Type (Balance)⁽¹⁾:		Pari Passu($40,000,000)			YE 2017 NOI⁽⁴⁾:	NAV
					YE 2016 NOI⁽⁴⁾:	NAV
					YE 2015 NOI⁽⁴⁾:	NAV
					U/W Revenues:	$7,588,539
					U/W Expenses:	$627,046
					U/W NOI:	$6,961,493
Escrows and Reserves(2)					U/W NCF:	$6,711,432
	Initial		Monthly	Cap	U/W DSCR based on NOI/NCF⁽¹⁾:	2.65x / 2.56x
Taxes	$499,357		Springing	NAP	U/W Debt Yield based on NOI/NCF⁽¹⁾:	9.4% / 9.1%
Insurance	$0		Springing	NAP	U/W Debt Yield at Maturity based on NOI/NCF⁽¹⁾:	9.4% / 9.1%
Replacement Reserve	$406,650		$2,965	NAP	Cut-off Date LTV Ratio⁽¹⁾:	62.1%
TI/LC Reserve	$500,000		Springing	NAP	LTV Ratio at Maturity⁽¹⁾:	62.1%
Immediate Repairs	$69,781		$0	NAP
SNDA Holdback	$750,000		$0	NAP

Sources and Uses
Sources			Uses
Original whole loan amount	$73,875,000	61.3%	Purchase price	$117,413,864	97.4%
Sponsor’s new equity contribution	46,629,534	38.7	Upfront reserves	2,225,788	1.8
			Closing costs⁽⁵⁾	864,882	0.7
Total Sources	$120,504,534	100.0%	Total Uses	$120,504,534	100.0%

(1)

The ExchangeRight Net Leased Portfolio #31 Mortgage Loan (as defined below) is part of the ExchangeRight Net Leased Portfolio #31 Whole Loan (as defined below), which comprises twopari passunotes with an aggregate original balance of $73,875,000. All statistical information related to the Cut-off Date Balance per SF, Maturity Date Balance per SF, U/W Debt Yield based on NOI/NCF, U/W Debt Yield at Maturity based on NOI/NCF, U/W DSCR based on NOI/NCF, Cut-off Date LTV Ratio and LTV Ratio at Maturity are based on the ExchangeRight Net Leased Portfolio #31 Whole Loan.

(2)

See “Escrows” section.

(3)

See “The Properties” section.

(4)

The ExchangeRight Net Leased Portfolio #31 Properties were acquired between May 2019 and November 2019. As such, no historical operating history or occupancy is available.

(5)

Closing costs include a $752,622 closing cost credit relating to the interest rate buy-up by the borrower.

The Mortgage Loan. The mortgage loan (the “ExchangeRight Net Leased Portfolio #31 Mortgage Loan”) is part of a whole loan (the “ExchangeRight Net Leased Portfolio #31 Whole Loan”) in the original principal balance of $73,875,000. The ExchangeRight Net Leased Portfolio #31 Whole Loan is secured by a first priority fee mortgage encumbering 24 single-tenant retail properties and one medical office property in Ohio, Illinois, Minnesota, Georgia, Alabama, Florida, Indiana, Missouri, Virginia and Texas (the “ExchangeRight Net Leased Portfolio #31 Properties”). Note A-1 had an original principal balance of $40,000,000, has a Cut-off Date Balance of $40,000,000 and is expected to be contributed to the BBCMS 2020-C6 securitization trust. Note A-2 had an original principal balance of $33,875,000,

Property Type - Various	Loan #7	Cut-off Date Balance:	$33,875,000
Property Addresses - Various	ExchangeRight Net Leased Portfolio #31	Cut-off Date LTV:	62.1%
		U/W NCF DSCR:	2.56x
		U/W NOI Debt Yield:	9.4%

has a Cut-off Date Balance of $33,875,000 and is expected to be contributed to the WFCM 2020-C55 securitization trust. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and“Pooling and Servicing Agreement” in the Preliminary Prospectus.

Note Summary

Notes	Original Principal Balance	Cut-off Date Balance	Note Holder	Controlling Interest
A-1	$40,000,000	$40,000,000	BBCMS 2020-C6⁽¹⁾	Yes
A-2	$33,875,000	$33,875,000	WFCM 2020-C55	No
Total	$73,875,000	$73,875,000

(1)	The BBCMS 2020-C6 securitization trust is expected to close in February 2020.

The Borrower and Borrower Sponsor.The borrower is ExchangeRight Net Leased Portfolio 31 DST, a Delaware statutory trust with one trustee that is an independent director. The borrower has master leased the ExchangeRight Net Leased Portfolio #31 Properties to a master lessee affiliated with the guarantors. The master lessee is structured as a special purpose entity with one independent director. The master lessee’s interest in all tenant rents are assigned to the borrower, which in turn assigned its interest to the lender. The lender has the ability to cause the borrower to terminate the master lease. The borrower sponsors have a 100% ownership interest in the master lessee. The master lease is subordinate to the ExchangeRight Net Leased Portfolio #31 Whole Loan. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the ExchangeRight Net Leased Portfolio #31 Whole Loan.

The borrower sponsors are ExchangeRight Real Estate, LLC (“ExchangeRight”), David Fisher, Joshua Ungerecht and Warren Thomas and the nonrecourse carve-out guarantors are David Fisher, Joshua Ungerecht and Warren Thomas. David Fisher, Joshua Ungerecht and Warren Thomas are the managing members of ExchangeRight. ExchangeRight has more than $2.3 billion in assets under management that includes over 650 properties located across 38 states totaling over 14 million square feet as of June 1, 2019. ExchangeRight’s focus is in providing long-term stable income and asset preservation through long-term net-leased portfolios backed by investment grade corporations.

Warren Thomas, one of the nonrecourse carve-out guarantors, was involved in a foreclosure that settled in 2013 with respect to a property that is unrelated to the ExchangeRight Net Leased Portfolio #31 Properties. See“Description of the Mortgage Pool—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings”in the Prospectus.

The Property.The ExchangeRight Net Leased Portfolio #31 Properties are comprised of 24 single tenant retail properties and one single tenant medical office property (BioLife Plasma Services L.P. – Columbus, GA) totaling 547,761 square feet located across 10 states. The geographical concentrations by Cut-off Date Balance include Ohio (four properties, 23.0% of the allocated Cut-off Date Balance), Illinois (six properties, 20.5% of the allocated Cut-off Date Balance), Minnesota (one property, 19.1% of the allocated Cut-off Date Balance), Georgia (four properties, 12.8% of the allocated Cut-off Date Balance), Alabama (three properties, 5.0% of the allocated Cut-off Date Balance), Florida (one property, 5.0% of the allocated Cut-off Date Balance), Indiana (two properties, 4.9% of the allocated Cut-off Date Balance), Missouri (one property, 4.4% of the allocated Cut-off Date Balance), Virginia (two properties, 3.7% of the allocated Cut-off Date Balance) and Texas (one property, 1.7% of the allocated Cut-off Date Balance). Built between 1999 and 2019, the ExchangeRight Net Leased Portfolio #31 Properties range in size from 7,000 square feet to 101,278 square feet. As of February 1, 2020, the ExchangeRight Net Leased Portfolio #31 Properties were 100.0% occupied. Sixteen tenants, or their parent entities, representing 31.1% of the aggregate NRA and 42.7% of U/W base rent at the ExchangeRight Net Leased Portfolio #31 Properties, are investment grade. As of December 2019, the tenants at the ExchangeRight Net Leased Portfolio #31 Properties have a weighted average remaining lease term of approximately 13.8 years and a weighted average remaining fully extended lease term of approximately 37.8 years.

Largest Tenants.

Hobby Lobby (110,020 square feet; 20.1% of the NRA; 8.2% of underwritten rent): Hobby Lobby is a privately-owned arts and crafts retailer with over 37,500 employees in more than 850 stores across 46 states. Hobby Lobby is primarily an arts-and-crafts store but also includes hobbies, picture framing, jewelry making, fabrics, floral and wedding supplies, cards and party ware, baskets, wearable art, home accents and holiday merchandise. Hobby Lobby’s headquarters is located in Oklahoma City, Oklahoma. Hobby Lobby’s affiliated company, Mardel Christian and Education Supply, offers books, bibles, gifts, church and education supplies, and homeschooling curriculum. Hobby Lobby also maintains offices in Hong Kong, Shenzhen, and Yiwu, China. Two ExchangeRight Net Leased Portfolio #31 Properties are single tenant Hobby Lobby properties.

Hy-Vee (101,278 square feet; 18.5% of the NRA; 18.0% of underwritten rent):Founded in the 1930s, Hy-Vee is one of the top 25 rated supermarket chains in the United States with sales of $10 billion annually. Hy-Vee operates 246 stores with over 84,000 employees located in Iowa, Illinois, Missouri, Kansas, Nebraska, South Dakota, Minnesota and Wisconsin. Hy-Vee’s corporate office is located in Des Moines, Iowa. The Hy-Vee – Savage, MN property is the largest of the ExchangeRight Net Leased Portfolio #31 Properties by both net rentable area and underwritten net cash flow.

Property Type - Various	Loan #7	Cut-off Date Balance:	$33,875,000
Property Addresses - Various	ExchangeRight Net Leased Portfolio #31	Cut-off Date LTV:	62.1%
		U/W NCF DSCR:	2.56x
		U/W NOI Debt Yield:	9.4%

Tractor Supply (94,886 square feet; 17.3% of the NRA; 17.2% of underwritten rent): Tractor Supply (NASDAQ: TSCO) is the largest operator of rural lifestyle retail stores in America. Founded in 1938, Tractor Supply owns and operates over 1,800 stores in 49 states supplying basic maintenance products to home, land, pet and animal owners. Tractor Supply is based in Brentwood, Tennessee and is a publicly traded company. Five ExchangeRight Net Leased Portfolio #31 Properties are single tenant Tractor Supply properties.

The following table presents certain information relating to the ExchangeRight Net Leased Portfolio #31 Properties:

Tenant Name	Allocated Whole Loan Cut-off Date Balance	% of Portfolio Cut-off Date Balance	UW NCF⁽¹⁾	% of UW NCF	Year Built/ Renovated	Tenant NRSF	% of Portfolio NRSF	Lease Expiration	Appraised Value
Hy-Vee – Savage, MN	$14,100,000	19.1%	$1,181,338	17.6%	2016/NAP	101,278	18.5%	11/30/2039		$22,400,000
Giant Eagle – New Albany, OH	$9,285,000	12.6%	$914,428	13.6%	2006/NAP	71,050	13.0%	8/31/2032		$16,480,000
BioLife Plasma Services L.P. – Columbus, GA	$5,520,000	7.5%	$485,569	7.2%	2019/NAP	14,181	2.6%	9/30/2034		$7,950,000
Walgreens – Des Plaines, IL	$4,390,000	5.9%	$368,322	5.5%	2000/NAP	15,120	2.8%	9/30/2029		$6,300,000
Tractor Supply – Yulee, FL	$3,700,000	5.0%	$302,209	4.5%	2019/NAP	18,800	3.4%	9/15/2034		$5,560,000
Hobby Lobby – Belton, MO	$3,225,000	4.4%	$271,690	4.0%	2016/NAP	55,000	10.0%	2/28/2031		$5,300,000
Tractor Supply – Oregon, OH	$2,750,000	3.7%	$232,376	3.5%	2004/NAP	18,795	3.4%	12/31/2029		$4,180,000
Hobby Lobby – Marion, OH	$2,700,000	3.7%	$222,393	3.3%	2007/NAP	55,020	10.0%	3/31/2031		$4,200,000
Tractor Supply – New Lenox, IL	$2,550,000	3.5%	$216,809	3.2%	2019/NAP	19,097	3.5%	10/31/2034		$4,050,000
Tractor Supply – Danville, IN	$2,500,000	3.4%	$207,259	3.1%	2019/NAP	19,097	3.5%	10/31/2034		$3,900,000
CVS Pharmacy – Milford, OH	$2,250,000	3.0%	$191,308	2.9%	1999/NAP	10,118	1.8%	1/30/2030		$3,450,000
CVS Pharmacy – Alton, IL	$2,200,000	3.0%	$187,609	2.8%	2000/NAP	10,157	1.9%	1/30/2030		$3,390,000
Walgreens – Chicago Heights, IL	$2,085,000	2.8%	$234,105	3.5%	2000/NAP	14,725	2.7%	10/31/2030		$4,100,000
Walgreens – Wheeling, IL	$2,055,000	2.8%	$358,477	5.3%	2000/NAP	14,250	2.6%	6/30/2031		$5,600,000
Tractor Supply – Kankakee, IL	$1,850,000	2.5%	$157,842	2.4%	2019/NAP	19,097	3.5%	10/31/2034		$3,000,000
Dollar General – Fayetteville, GA	$1,400,000	1.9%	$117,448	1.7%	2018/NAP	9,002	1.6%	11/30/2033		$1,920,000
CVS Pharmacy – Mobile, AL	$1,375,000	1.9%	$115,123	1.7%	2000/NAP	10,125	1.8%	1/30/2030		$2,100,000
Advance Auto Parts – Richmond, VA	$1,350,000	1.8%	$117,430	1.7%	2005/NAP	7,000	1.3%	2/28/2030		$2,180,000
Dollar General – Roanoke, VA	$1,350,000	1.8%	$114,977	1.7%	2012/NAP	10,542	1.9%	5/31/2032		$1,850,000
Dollar General – McDonough, GA	$1,325,000	1.8%	$111,276	1.7%	2019/NAP	9,026	1.6%	10/31/2034		$1,870,000
Dollar General – Alvin, TX	$1,225,000	1.7%	$100,904	1.5%	2011/NAP	9,026	1.6%	2/29/2032		$1,670,000
CVS Pharmacy – Lawrenceville, GA	$1,185,000	1.6%	$155,942	2.3%	1999/NAP	10,127	1.8%	1/31/2030		$2,830,000
Dollar General – Prattville, AL	$1,180,000	1.6%	$99,765	1.5%	2019/NAP	9,026	1.6%	11/30/2034		$1,575,000
Dollar General – Mobile, AL	$1,175,000	1.6%	$99,520	1.5%	2019/NAP	9,002	1.6%	11/30/2034		$1,625,000
Dollar General – Evansville, IN	$1,150,000	1.6%	$97,314	1.4%	2019/NAP	9,100	1.7%	7/31/2034		$1,560,000
Total/Weighted Average	$73,875,000	100.0%	$6,711,423	100.0%		547,761	100.0%			$119,040,000

(1)

Total UW NCF includes a $50,000 credit for the $500,000 upfront TI/LC holdback.

Property Type - Various	Loan #7	Cut-off Date Balance:	$33,875,000
Property Addresses - Various	ExchangeRight Net Leased Portfolio #31	Cut-off Date LTV:	62.1%
		U/W NCF DSCR:	2.56x
		U/W NOI Debt Yield:	9.4%

Major Tenants.The following table presents certain information relating to the tenancy at the ExchangeRight Net Leased Portfolio #31 Properties:

Major Tenants

Tenant Name	Credit Rating (Fitch/Moody’s/ S&P)⁽¹⁾	No. of Properties	Tenant NRSF	% of NRSF	Annual U/W Base Rent PSF	Annual U/W Base Rent	% of Total Annual U/W Base Rent

Major Tenants⁽²⁾
Hobby Lobby	NR / NR / NR	2	110,020	20.1%	$5.50	$605,100	8.2%
Hy-Vee	NR / NR / NR	1	101,278	18.5	$13.16	1,332,807	18.0%
Tractor Supply	NR / NR / NR	5	94,886	17.3	$13.40	$1,271,900	17.2%
Giant Eagle	NR / NR / NR	1	71,050	13.0	$14.50	$1,029,916	13.9%
Dollar General	NR / Baa2 / BBB	7	64,724	11.8	$11.73	$758,958	10.3%
Walgreens	BBB / Baa2 / BBB	3	44,095	8.1	$23.72	$1,046,000	14.1%
CVS Pharmacy	NR / Baa2 / BBB	4	40,527	7.4	$17.99	$729,000	9.8%
BioLife Plasma Services⁽³⁾	NR / Baa2 / NR	1	14,181	2.6	$34.95	$495,569	6.7%
Advance Auto Parts	NR / Baa2 / BBB-	1	7,000	1.3	$19.00	$133,000	1.8%
Total Major Tenants		25	547,761	100.0%	$13.51	$7,402,250	100.0%

Vacant Space			0	0.0%

Collateral Total			547,761	100.0%

(1)	Certain ratings are those of the parent company whether or not the parent company guarantees the lease.

(2)	Each tenant has at least one 5-year renewal option.

(3)

BioLife Plasma Services has the right at any time to terminate its lease by providing 30 days’ written notice and payment of the net present value of the total obligation for base rent and any additional rent for the remainder of the lease term using an annual discount rate equal to the prime rate capped at 8.25%. The additional rent component will be calculated using the actual amount of the component for the most recent lease year increased by 2.5% annually for each year remaining on the lease term. Additional rent includes all costs and expenses of operating the property including, but not limited to, (i) real estate taxes, (ii) utilities, (iii) insurance premiums and (iv) repairs and maintenance.

Property Type - Various	Loan #7	Cut-off Date Balance:	$33,875,000
Property Addresses - Various	ExchangeRight Net Leased Portfolio #31	Cut-off Date LTV:	62.1%
		U/W NCF DSCR:	2.56x
		U/W NOI Debt Yield:	9.4%

The following table presents certain information relating to the lease rollover schedule at the ExchangeRight Net Leased Portfolio #31 Properties:

Lease Expiration Schedule⁽¹⁾⁽²⁾

Year Ending December 31,	No. of Leases Expiring	Expiring NRSF	% of Total NRSF	Cumulative Expiring NRSF	Cumulative % of Total NRSF	Annual U/W Base Rent	% of Total Annual U/W Base Rent	Annual U/W Base Rent PSF
MTM	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2020	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2021	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2022	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2023	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2024	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2025	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2026	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2027	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2028	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2029	2	33,915	6.2%	33,915	6.2%	$674,000	9.1%	$19.87
2030	6	62,252	11.4%	96,167	17.6%	$1,127,000	15.2%	$18.10
Thereafter	17	451,594	82.4%	547,761	100.0%	$5,601,250	75.7%	$12.40
Vacant	0	0	0.0%	547,761	100.0%	$0	0.0%	$0.00
Total/Weighted Average	25	547,761	100.0%			$7,402,250	100.0%	$13.51

(1)

Information obtained from the underwritten rent roll.

(2)

The three Walgreens tenants have fully extended lease maturity dates of (i) for Walgreens – Des Plaines, IL of September 30, 2069, (ii) for Walgreens – Wheeling, IL of June 30, 2071 and (iii) for Walgreens – Chicago Heights, IL of October 31, 2070. The underwritten rent roll assumes that the first termination option date is the lease expiration date, so the properties are considered to have the following lease expiration dates: (i) for Walgreens – Des Plaines, IL, September 30, 2029, (ii) for Walgreens – Wheeling, IL, June 30, 2031, and (iii) for Walgreens – Chicago Heights, IL, October 31, 2030.

The following table presents historical occupancy percentages at the ExchangeRight Net Leased Portfolio #31 Properties:

Historical Occupancy

12/31/2016⁽¹⁾	12/31/2017⁽¹⁾	12/31/2018⁽¹⁾	12/31/2019⁽¹⁾	2/6/2020⁽²⁾
100.0%	100.0%	100.0%	100.0%	100.0%

(1)

The Dollar General – Fayetteville, GA property was constructed in 2018 and the BioLife Plasma Services L.P. – Columbus, GA property, Tractor Supply – Yulee, FL property, Tractor Supply – New Lenox, IL property, Tractor Supply – Danville, IN property, Tractor Supply – Kankakee, IL property, Dollar General – McDonough, GA property, the Dollar General Prattville, AL property, the Dollar General – Mobile, AL property and the Dollar General – Evansville, IN property were constructed in 2019. These tenants are excluded from occupancy figures for the years prior to the respective build dates. Accordingly, historical occupancy is unavailable.

(2)	Information obtained from the underwritten rent roll.

Property Type - Various	Loan #7	Cut-off Date Balance:	$33,875,000
Property Addresses - Various	ExchangeRight Net Leased Portfolio #31	Cut-off Date LTV:	62.1%
		U/W NCF DSCR:	2.56x
		U/W NOI Debt Yield:	9.4%

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the ExchangeRight Net Leased Portfolio #31 Properties:

Cash Flow Analysis⁽¹⁾

	U/W	%(2)	U/W $ per SF
Rents in Place⁽³⁾	$7,402,250	94.0%	$13.51
Grossed Up Vacant Space	0	0.0	0.00
Gross Potential Rent	$7,402,250	94.0%	$13.51
Other Income	0	0.0	0.00
Total Recoveries	475,275	6.0	0.87
Net Rental Income	$7,877,525	100.0%	$14.38
(Vacancy & Credit Loss)	(288,986)⁽⁴⁾	(3.7)	(0.53)
Effective Gross Income	$7,588,539	96.3%	$13.85

Real Estate Taxes	401,753	5.3	0.73
Insurance	59,772	0.8	0.11
Management Fee	151,771	2.0	0.28
Other Operating Expenses	13,750	0.2	0.03
Total Operating Expenses	$627,046	8.3%	$1.14

Net Operating Income	$6,961,493	91.7%	$12.71
Replacement Reserves	35,581	0.5	0.06
TI/LC⁽⁵⁾	214,480	2.8	0.39
Net Cash Flow	$6,711,432	88.4%	$12.25

NOI DSCR⁽⁶⁾	2.65x
NCF DSCR⁽⁶⁾	2.56x
NOI Debt Yield⁽⁶⁾	9.4%
NCF Debt Yield⁽⁶⁾	9.1%

(1)	The ExchangeRight Net Leased Portfolio #31 Properties were acquired between May 2019 and November 2019. As such, no historical operating history is available.

(2)	Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy & Credit Loss and (iii) percent of Effective Gross Income for all other fields.

(3)

Underwritten Rents in Place includes (i) in-place base rent of $7,441,250; (ii) straight-line rent of $22,682 for BioLife Plasma Services L.P. – Columbus, GA and (iii) $61,682 of reduced rent for three properties, Walgreens – Chicago Heights, IL, Tractor Supply – Oregon, OH, and Advance Auto Parts – Richmond, VA, each of which recently executed renewals for slightly lower rent than previously being paid.

(4)

The underwritteneconomic vacancy is 5.0% at the property level except for nine properties that are underwritten to a 0.0% economic vacancy. The nine properties are 100.0% occupied by investment grade tenants with at least 11 years remaining on the initial lease term and a fully extended expiration date of 2031 or later. The overall underwritten blended economic vacancy is 3.7%. The ExchangeRight Net Leased Portfolio #31 Properties are 100.0% physically occupied as of February 1, 2020.

(5)	TI/LC is inclusive of a straight-line credit for the upfront TI/LC Reserve equal to $50,000, which is 10.0% of the upfront TI/LC reserve of $500,000.

(6)	NOI DSCR, NCF DSCR, NOI Debt Yield and NCF Debt Yield are based on the ExchangeRight Net Leased Portfolio #31 Whole Loan.

Appraisal.The ExchangeRight Net Leased Portfolio #31 Properties were valued individually, with the individual values reflecting a cumulative “as-is” appraised value of $119,040,000. The valuation dates range from October 19, 2019 to November 25, 2019.

Environmental Matters. According to Phase I environmental assessments dated between October 15, 2019 and November 26, 2019, there was no evidence of any recognized environmental conditions at the ExchangeRight Net Leased Portfolio #31 Properties with the exception of the Walgreens – Wheeling, IL property which formerly operated as a dry cleaner, where a recognized environmental condition was identified due in part to the duration of the dry cleaning operations and use of dry cleaning solvent in large quantities. Environmental insurance was obtained for the Walgreens – Wheeling, IL property from Zurich North America with a $3,000,000 liability limit. Additionally, controlled recognized environmental conditions were discovered at the CVS Pharmacy – Alton, IL property and the Dollar General – Evansville, IL property. See “Environmental Considerations” in the Preliminary Prospectus.

Escrows.

Real Estate Taxes – The ExchangeRight Net Leased Portfolio #31 Whole Loan documents require an upfront real estate tax reserve of $499,357 and ongoing monthly real estate tax reserves in an amount equal to one-twelfth of the real estate taxes that the lender estimates will be payable during the next twelve months beginning on the payment date in November 2020.

Insurance – The ExchangeRight Net Leased Portfolio #31 Whole Loan documents do not require escrows for monthly insurance payments of 1/12th of insurance premiums that the lender estimates will be payable during the next 12 months as long as the borrower maintains a blanket policy acceptable to the lender.

Property Type - Various	Loan #7	Cut-off Date Balance:	$33,875,000
Property Addresses - Various	ExchangeRight Net Leased Portfolio #31	Cut-off Date LTV:	62.1%
		U/W NCF DSCR:	2.56x
		U/W NOI Debt Yield:	9.4%

Replacement Reserves – The ExchangeRight Net Leased Portfolio #31 Whole Loan documents require an upfront replacement reserve of $406,650 and ongoing monthly replacement reserves of $2,965.

TI/LC Reserve –The ExchangeRight Net Leased Portfolio #31 Whole Loan documents require an upfront TI/LC reserve of $500,000. Payment of the ongoing TI/LC monthly reserve of $31,953 will be waived as long as no event of default has occurred and is continuing.

Immediate Repairs -The ExchangeRight Net Leased Portfolio #31 Whole Loan documents require an upfront reserve of $69,781 for immediate repairs.

SNDA Holdback –The ExchangeRight Net Leased Portfolio #31 Whole Loan documents require an upfront reserve of $750,000 as an SNDA holdback relating to the Tractor Supply – Yulee, FL property.

Lockbox and Cash Management.The ExchangeRight Net Leased Portfolio #31 Whole Loan is structured with a hard lockbox and springing cash management. The borrower was required at origination to establish a lockbox account and deliver letters to the tenants at the ExchangeRight Net Leased Portfolio #31 Properties directing them to pay all rents directly into a lender-controlled lockbox account. Additionally, all revenues and other monies received by the borrower or related property manager are required to be deposited into the lockbox account within two business days upon receipt. During the occurrence and continuance of a Cash Sweep Event (as defined below), all funds 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 ExchangeRight Net Leased Portfolio #31 Whole Loan documents, with all excess cash flow to be held as additional security for the ExchangeRight Net Leased Portfolio #31 Whole Loan.

A “Cash Sweep Event” will commence upon any of the following: (i) an event of default under the ExchangeRight Net Leased Portfolio #31 Whole Loan documents; (ii) as of any calculation date, the debt service coverage ratio based on a 30-year amortization schedule is less than 1.45x (2.20x interest-only equivalent) or (iii) December 6, 2026 (a “Qualified Transfer Trigger Event”). A Cash Sweep Event will end, with respect to clause (i), the end of such event of default, with respect to clause (ii) above, the debt service coverage ratio based on a 30-year amortization schedule being greater than or equal to 1.50x (2.28x interest-only equivalent) for two consecutive calendar quarters, or with respect to clause (iii) above, a Qualified Transfer Trigger Event Cure (as defined below).

A “Qualified Transfer Trigger Event Cure” will occur upon a qualified transfer to an Approved Transferee (as defined below) provided that the Approved Transferee (i) at all times must maintain either (a) a minimum net worth of at least $200,000,000 and total assets of at least $400,000,000 or (b) a rating of “BBB-” (or equivalent) or better by two out of three rating agencies that include S&P, Fitch and Moody’s (an “Investment Grade Rating”), (ii) must, in lieu of executing a certain guaranty described under the ExchangeRight Net Leased Portfolio #31 Whole Loan documents and prior to the release of any guarantor, execute and deliver to the lender a full recourse guaranty acceptable to the lender guaranteeing payment of the entire debt, (iii) must at all times own 100% of the legal and beneficial ownership interests in the borrower, (iv) will not be a Delaware statutory trust and (v) will cause the borrower to convert to a Delaware limited liability company.

An “Approved Transferee” is (i) an eligible institution which is, or which is wholly owned and controlled by, a bank, savings and loan association, investment bank, insurance company, trust company, real estate investment trust, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan or institution similar to the foregoing, (ii) any transferee that (a) is not the target of any sanctions and meets the requirements of a qualified transferee under the ExchangeRight Net Leased Portfolio #31 Whole Loan documents and for whom the lender has received a credit check and bankruptcy, litigation judgment lien and other comparable searches, all of which are reasonably acceptable to the lender, (b) is regularly engaged in the business of owning or operating commercial properties which are similar to the Exchange Right Net Leased Portfolio #31 Properties, (c) owns interest in or operates at least five properties with a minimum of 750,000 square feet and (d) has either (1) total assets of at least $100,000,000 or (2) an Investment Grade Rating, or (iii) an approved real estate investment trust.

Property Management. The ExchangeRight Net Leased Portfolio #31 Properties are managed by an affiliate of the ExchangeRight Net Leased Portfolio #31 Borrower.

Partial Release. Not permitted.

Real Estate Substitution.Not permitted.

Subordinate and Mezzanine Indebtedness.Not permitted.

Ground Lease. None.

Right of First Refusal.Four tenants at nine of the ExchangeRight Net Leased Portfolio #31 properties have rights of first refusal. See ”Description of the Mortgage Pool—Purchase Options and Rights of First Refusal”in the Preliminary Prospectus.

Terrorism Insurance.The ExchangeRight Net Leased Portfolio #31 Whole Loan documents require that the “all risk” insurance policy required to be maintained by the ExchangeRight Net Leased Portfolio #31 Borrower provides coverage for terrorism in an amount equal to the full replacement cost of the ExchangeRight Net Leased Portfolio #31 Properties, 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.

No. 8 – One Stockton

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		Barclays Capital Real Estate Inc.			Single Asset/Portfolio:	Single Asset
Credit Assessment (KBRA/Fitch/Moody’s):		NR/NR/NR			Property Type – Subtype:	Retail – Single Tenant
Original Principal Balance⁽¹⁾:		$30,000,000			Location:	San Francisco, CA
Cut-off Date Balance⁽¹⁾:		$30,000,000			Size:	16,987 SF
% of Initial Pool Balance:		3.1%			Cut-off Date Balance Per SF⁽¹⁾:	$3,885.32
Loan Purpose:		Refinance			Maturity Date Balance Per SF⁽¹⁾:	$3,885.32
Borrower Sponsor:		Ben Ashkenazy			Year Built/Renovated:	1973 / 2015
Guarantor:		Ben Ashkenazy			Title Vesting:	Fee
Mortgage Rate:		4.0400%			Property Manager:	AAC Management Corp.
Note Date:		November 15, 2019			Current Occupancy (As of):	100.0% (2/1/2019)
Seasoning:		2 months			YE 2018 Occupancy:	100%
Maturity Date:		December 6, 2029			YE 2017 Occupancy:	100%
IO Period:		120 months			YE 2016 Occupancy:	100%
Loan Term (Original):		120 months			YE 2015 Occupancy:	100%
Amortization Term (Original):		NAP			As-Is Appraised Value⁽⁴⁾:	$111,000,000
Loan Amortization Type:		Interest-only, Balloon			As-Is Appraised Value Per SF:	$6,534.41
Call Protection⁽²⁾:		L(26),D(90),O(4)			As-Is Appraisal Valuation Date:	October 21, 2019
Lockbox Type:		Hard/Springing Cash Management			Underwriting and Financial Information
Additional Debt:		Yes			TTM NOI (10/31/2019):	$4,930,354
Additional Debt Type (Balance):		Pari Passu($36,000,000)			YE 2018 NOI:	$4,911,125
					YE 2017 NOI:	$4,871,053
					YE 2016 NOI⁽⁵⁾:	NAP
					U/W Revenues:	$6,109,060
					U/W Expenses:	$1,114,258
Escrows and Reserves⁽³⁾					U/W NOI:	$4,994,801
	Initial		Monthly	Cap	U/W NCF:	$4,845,821
Taxes	$166,351		$55,450	NAP	U/W DSCR based on NOI/NCF:	1.84x / 1.79x
Insurance	$0		Springing	NAP	U/W Debt Yield based on NOI/NCF:	7.6% / 7.3%
Replacement Reserves	$0		Springing	NAP	Cut-off Date LTV Ratio:	59.5%
TI/LC Reserve	$0		$7,078	$424,675	LTV Ratio at Maturity:	59.5%

Sources and Uses
Sources			Uses
Original Loan Amount⁽¹⁾	$66,000,000	99.6%	Loan Payoff	$65,450,268	98.8%
Equity Contribution	232,982	0.4	Upfront reserves	166,351	0.3
			Closing Costs	616,362	0.9
Total Sources	$66,232,982	100.0%	Total Uses	$66,232,982	100.0%

(1)

The One Stockton Mortgage Loan (as defined below) is part of a whole loan evidenced by three pari passu notes with an aggregate original principal balance of $66.0 million. The Cut-off Date Balance Per SF, Maturity Date Balance Per SF, U/W Debt Yield based on NOI/NCF, U/W DSCR based on NOI/NCF, Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD numbers presented above are based on the aggregate principal balance of the promissory notes comprising the One Stockton Whole Loan (as defined below).

(2)

Defeasance of the One Stockton Whole Loan is permitted at any time after the earlier of (i) two years after the closing date of the securitization that includes the last note to be securitized and (ii) three years after the origination date. The assumed lockout period of 26 months is based on the WFCM 2020-C55 securitization closing date of February 2020.

(3)

See “Escrows and Reserves” section below.

(4)

The appraisal also provided a “Go Dark Value” of $86,500,000 and a “Land Value” equal to $74,300,000.

(5)

The tenant, T-Mobile, executed its lease on September 30, 2014 with a rent commencement date of November 28, 2016.

The Mortgage Loan. The One Stockton mortgage loan is part of a whole loan evidenced by three pari passu promissory notes with an aggregate original principal balance of $66,000,000 (the “One Stockton Whole Loan”). The One Stockton Whole Loan is secured by a first mortgage lien on the borrower’s fee interest in a 16,987 square foot single-tenant retail property located in San Francisco, California (the “One Stockton Property”). The controlling Note A-1, with an original principal balance of $30,000,000, will be included in the WFCM 2020-C55 securitization trust (the “One Stockton Mortgage Loan”). The non-controlling Notes A-2 and A-3, with original principal balances of $21,000,000 and $15,000,000, respectively, are expected to be contributed to a future securitization trusts. The One Stockton Whole Loan will be serviced pursuant to the pooling and servicing agreement for the WFCM 2020-C55 securitization trust. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus. The One Stockton Whole Loan has a 10-year term and is interest-only for the entire term.

Retail – Single Tenant	Loan #8	Cut-off Date Balance:	$30,000,000
1 Stockton Street	One Stockton	Cut-off Date LTV:	59.5%
San Francisco, CA 94108		U/W NCF DSCR:	1.79x
		U/W NOI Debt Yield:	7.6%

Note Summary

Notes	Original Principal Balance	Cut-off Date Balance	Note Holder	Controlling Interest
A-1	$30,000,000	$40,000,000	WFCM 2020-C55	Yes
A-2	$21,000,000	$21,000,000	An affiliate of Barclays	No
A-3	$15,000,000	$15,000,000	An affiliate of Barclays	No
Total	$66,000,000	$66,000,000

The Borrowers and Borrower Sponsors.The borrower is One Stockton Realty LLC, a Delaware limited liability company and single purpose entity. The borrower is expected to have one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the One Stockton Whole Loan. The non-recourse carve-out guarantor of the One Stockton Whole Loan is Ben Ashkenazy.

The borrower sponsor is Ben Ashkenazy. Ben Ashkenazy is the chief executive officer and chairman of Ashkenazy Acquisitions Corporation (“AAC”). AAC is a private real estate investment firm, headquartered in New York City, focusing on retail, hotel and office assets. Since its founding in 1987, AAC has acquired over 15.0 million SF of retail, hospitality, office and residential properties, located throughout the United States, Canada and England. AAC has a portfolio containing more than 100 buildings valued at approximately $12.0 billion. The borrower sponsor has two foreclosures, one discounted payoff and two workouts, all at unrelated properties. See“Description of the Mortgage Pool—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings”in the Prospectus.

The Property.The One Stockton Property is an approximately 16,987 square foot single tenant retail building located in San Francisco, California. The property is a stand-alone two story building consisting of ground floor and second floor showroom space, with the basement used as back-of-office, storage, and conference/breakroom space. The property was built in 1973, significantly renovated for the prior tenant, Apple, in 2010, and was most recently renovated between 2015 and 2016 prior to the current tenant, T-Mobile, taking occupancy. The One Stockton Property has floor-to-ceiling glass extending along both Stockton and Ellis Streets on both the ground floor and second floor. According to the appraisal, compared to most buildings in the Union Square neighborhood, the One Stockton Property’s most recent construction and design allow for significant window lines, which enhance the desirability of the One Stockton Property’s 2nd floor showroom space, as it allows for a significant amount of natural light, as well as greater visibility from and to the street below. In addition, the 2nd floor is accessed from a wide and relatively short, open staircase abutting a two-story, open atrium, toward the middle of the building, which allows for greater continuity between the two showroom levels than a more typical side-core or elevator design.

The property is located in San Francisco’s Union Square. According to the appraisal, Union Square is one of the nation’s premier retail locations on par with Fifth Avenue in New York City, and Rodeo Drive in Beverly Hills, California. Major department stores located in Union Square include Macy’s, Neiman Marcus, Saks Fifth Avenue, Nordstrom, and Bloomingdales and is also home to other flagship stores. The Powell St. Station is a little over a block away from the property and serves four BART lines that carry commuters throughout the Bay area. The property is also near the planned Union Square/Market Street station that, as part of the larger Central Subway system, is expected to reduce travel times for customers traveling north and south through downtown. Both stations are planned to be accessible via an entrance directly beneath the One Stockton Property when the Union Square/Market Street station opens in 2021.

Major Tenant.

The One Stockton Property is 100.0% occupied by a T-Mobile, and operates as one of T-Mobile’s only six “signature” stores in the US. Other US “signature” stores are located in Times Square, Michigan Avenue, Las Vegas Strip, Miami Beach and the 3rd Street Promenade in Santa Monica. T-Mobile (Nasdaq: TMUS; S&P: BB+) provides mobile communications services in the United States, Puerto Rico, and United States Virgin Islands. The company offers voice, messaging, and data services to 83.1 million customers. As of December 31, 2018, T-Mobile US, Inc. operated approximately 2,200 T-Mobile and MetroPCS retail locations. T-Mobile has been a tenant since 2016 and has one five-year option remaining on its lease. Rent for the next renewal option will be the greater of (i) a 3.0% annual escalation from year 10 rent, or (ii) 95% of the fair market value. T-Mobile has a lease expiration date of November 30, 2026 and the loan documents require that all excess cash flow is swept into a lender controlled account 18 months prior to such date (see “Cash Sweep Period” below).

Retail – Single Tenant	Loan #8	Cut-off Date Balance:	$30,000,000
1 Stockton Street	One Stockton	Cut-off Date LTV:	59.5%
San Francisco, CA 94108		U/W NCF DSCR:	1.79x
		U/W NOI Debt Yield:	7.6%

The following table presents certain information relating to the tenancy at the One Stockton Property:

Major Tenants⁽¹⁾

Tenant Name	Credit Rating (Fitch/ Moody’s/ S&P)⁽¹⁾	Tenant NRSF	% of NRSF	Annual U/W Base Rent PSF	Annual U/W Base Rent	% of Total Annual U/W Base Rent	Lease Expiration Date	Extension Options	Termination Option (Y/N)
Major Tenants
T-Mobile	NR/Ba2/BB+	16,987	100.0%	$318.03	$5,402,442	100.0%	11/30/2026	1, 5-year	N
Total Major Tenants		16,987	100.0%	$318.03	$5,402,442	100.0%

Non-Major Tenants		0	0.0%	$0.00	$0	0.0%

Occupied Collateral Total		16,987	100.0%	$318.03	$5,402,442	100.0%

Vacant Space		0	0.0%

Collateral Total		16,987	100.0%

(1)

Based on the underwritten rent roll.

(2)

Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.

The following table presents certain information relating to the lease rollover schedule at the One Stockton Property:

Lease Expiration Schedule⁽¹⁾

Year Ending December 31,	No. of Leases Expiring	Expiring NRSF	% of Total NRSF	Cumulative Expiring NRSF	Cumulative % of Total NRSF	Annual U/W Base Rent	% of Total Annual U/W Base Rent	Annual U/W Base Rent PSF
MTM	0	0	0	0	0	0	0	0
2020	0	0	0	0	0	0	0	0
2021	0	0	0	0	0	0	0	0
2022	0	0	0	0	0	0	0	0
2023	0	0	0	0	0	0	0	0
2024	0	0	0	0	0	0	0	0
2025	0	0	0	0	0	0	0	0
2026	1	16,987	100%	16,987	100%	5,402,442	100%	$318.03
2027	0	0	0	16,987	100%	0	0	0
2028	0	0	0	16,987	100%	0	0	0
2029	0	0	0	16,987	100%	0	0	0
2030	0	0	0	16,987	100%	0	0	0
Thereafter	0	0	0	16,987	100%	0	0	0
Vacant	0	0	0	16,987	100%	0	0	0
Total/Weighted Average	1	16,987	100%	16,987	100%	5,402,442	100%	$318.03

(1)

Information obtained from the underwritten rent roll.

The following table presents historical occupancy percentages at the One Stockton Property:

Historical Occupancy

12/31/2015⁽¹⁾⁽²⁾	12/31/2016⁽¹⁾	12/31/2017⁽¹⁾	12/31/2018⁽¹⁾	10/31/2019⁽³⁾
100%	100.0%	100.0%	100.0%	100.0%

(1)

Information obtained from the borrower.

(2)

The Tenant, T-Mobile, executed its lease September 30, 2014 with a rent commencement date of November 28, 2016.

(3)

Information obtained from the underwritten rent roll.

Retail – Single Tenant	Loan #8	Cut-off Date Balance:	$30,000,000
1 Stockton Street	One Stockton	Cut-off Date LTV:	59.5%
San Francisco, CA 94108		U/W NCF DSCR:	1.79x
		U/W NOI Debt Yield:	7.6%

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the One Stockton Property:

Cash Flow Analysis

	2017	2018	TTM 10/31/2019	U/W	%⁽¹⁾	U/W $ per SF
Rents in Place	$4,813,200	$4,958,824	$5,081,196	$5,245,090	81.6%	$308.77
Contractual Rent Steps	0	0	0	157,352	2.4	9.27
Grossed Up Vacant Space	0	0	0	0	0.0	0
Gross Potential Rent	$4,813,200	$4,958,824	$5,081,196	$5,402,442	84.0	$318.03
Total Recoveries	921,659	848,067	768,933	1,028,147	16.0	60.53
Net Rental Income	$5,734,859	$5,806,891	$5,850,129	$6,430,589	100.0%	$378.56
(Vacancy & Credit Loss)	0	0	0	(321,529)	(5.0)	(18.93)
Effective Gross Income	$5,734,859	$5,806,891	$5,850,129	$6,109,060	95.0%	$359.63

Real Estate Taxes	624,687	633,114	651,252	665,405	10.9	39.17
Insurance	54,226	50,776	56,091	56,091	0.9	3.30
Management Fee	174,885	172,528	174,886	122,181	2.0	7.19
Other Operating Expenses	10,008	39,348	37,546	270,581	4.4	15.93
Total Operating Expenses	$863,806	$895,766	$919,775	$1,114,258	18.2%	$65.59
					0.0
Net Operating Income	$4,871,053	$4,911,125	$4,930,354	$4,994,801	81.8%	$294.04
Replacement Reserves	0	0	0	2,548	0.0	0.15
TI/LC	0	0	0	146,433	2.4	8.62
Net Cash Flow	$4,871,053	$4,911,125	$4,930,354	$4,845,821	79.3%	$285.27

NOI DSCR	1.80x	1.81	1.82	1.84
NCF DSCR	1.80x	1.81	1.82	1.79
NOI Debt Yield	7.4%	7.4%	7.5%	7.6%
NCF Debt Yield	7.4%	7.4%	7.5%	7.3%

(1)	Represents (i) percent of Net Rental Income for all revenue fields and for Vacancy & Credit Loss and (ii) percent of Effective Gross Income for all other fields

Appraisal.The appraiser concluded to an “as-is” Appraised Value of $111,000,000 as of October 21, 2019.

Environmental Matters. According to the Phase I environmental assessment dated October 24, 2019, there was no evidence of any recognized environmental conditions at the One Stockton Property.

Market Overview and Competition.The One Stockton Property is located in the city of San Francisco, along the southern boundary of the Union Square neighborhood. The property is situated at the confluence of Stockton Street, Ellis Street, and Market Street. Market Street is the major commercial thoroughfare that bisects downtown San Francisco, with numerous train, bus and subway stops located along Market Street in close proximity to the property. According to the appraisal, the Union Square Neighborhood is an internationally known upscale downtown shopping district in a class with New York’s Fifth Avenue, Chicago’s North Michigan Avenue and Beverly Hills’ Rodeo Drive. The appraisal also reports that the location at Stockton and Market and the location one block west at Powell and Market are the two most trafficked locations in the city. According to the appraisal, given the location along the major transportation hubs along Market Street, with Stockton Street as the main street leading from Market to Union Square Park, the subject benefits from a significant amount of foot traffic.

According to the appraisal, the One Stockton Property is located within the Union Square Retail Market, which has a reported vacancy rate as of the third quarter of 2019 of 5.9% and the concluded market rent on a triple net basis for One Stockton is $275.00 PSF. According to the appraisal, based on 2018 estimates, the population within a 0.5-, one- and three-mile radius was approximately 30,451, 140,606 and 432,289, respectively. Additionally, for the same period, the average household income within a 0.5, one- and three-mile radius was $46,954, $75,100 and $119,158, respectively.

Retail – Single Tenant	Loan #8	Cut-off Date Balance:	$30,000,000
1 Stockton Street	One Stockton	Cut-off Date LTV:	59.5%
San Francisco, CA 94108		U/W NCF DSCR:	1.79x
		U/W NOI Debt Yield:	7.6%

The following table presents certain information relating to the appraiser’s market rent conclusion for the One Stockton Property:

Market Rent Summary⁽¹⁾

	Ground Floor	Basement	Second Floor
Market Rent (PSF)	$392.00-$859.00	$40.00	$75.00
Lease Term (Years)	10	10	10
Lease Type (Reimbursements)	Net	Net	Net
Rent Increase Projection	3% per year	3% per year	3% per year

(1)	Information obtained from the appraisal.

The table below presents certain information relating to comparable sales for the One Stockton Property identified by the appraiser:

Comparable Sales⁽¹⁾

Property Name	Location	Rentable Area (SF)	Sale Date	Sale Price	Sale Price (PSF)	Adjusted Sales Price (PSF)
233 Geary Street	San Francisco, CA	25,402	Jan-19	$190,000,000	$7,479.73	$6,731.75
Apple	San Francisco, CA	15,000	Jul-19	$120,000,000	$8,000.00	$6,400.00
Williams Sonoma	San Francisco, CA	20,018	Oct-18	$53,000,000	$2,647.62	$5,824.76
One Powell St.	San Francisco, CA	39,108	Dec-15	$155,000,000	$3,963.38	$6,103.61
457-459 N. Rodeo Drive	Beverly Hills, CA	11,625	Oct-18	$96,000,000	$8,258.06	$6,193.55

(1)	Information obtained from the appraisal.

Comparable Leases⁽¹⁾

Property	Year Built / Renovated	Tenant GLA (square feet)	Est. Rent PSF	Proximity (miles)	Tenant
856 Market St.	1909 / NAP	9,073	$132.26	<0.1	New Balance
One Powell St.	1921 / NAP	24,729	$186.02	0.2	AT&T
222 Stockton Street	1908 / NAP	4,980	$361.00	0.1	Tory Burch
195 Grant Ave	1909 / NAP	5,400	$389.00	0.2	Fendi
199 Grant Ave	1909 / NAP	7,300	$422.00	0.3	Cartier

Escrows.

Real Estate Taxes – At origination, the borrower was required to deposit into escrow $166,351 for property taxes. On a monthly basis, the borrower is required to escrow 1/12th of the annual estimated tax payments, which is currently approximately $55,450.

Insurance – On a monthly basis, the borrower is required to escrow 1/12th of the annual estimated insurance payments, which is currently approximately $4,674. No reserve of insurance premiums is required if the One Stockton Property is insured under a blanket insurance policy approved by Lender.

Replacement Reserves – The requirement for the borrower to make monthly deposits into the replacement escrow is waived so long as no event of default or Trigger Period (defined below) exists. Upon a Trigger Period, the borrower will be required to escrow $212 per month for ongoing replacement reserves.

TI/LC Reserve –The borrower is required to escrow $7,078 (approximately $5.00 per square foot annually) on a monthly basis for ongoing tenant improvement and leasing commission reserves. The reserve is subject to a cap of $424,675 (approximately five years of collections).

Lockbox and Cash Management.The loan is structured with a hard lockbox with springing cash management. Tenant direction letters were required to be sent to the tenant upon the origination of the loan instructing it to deposit all rents and payments into the lockbox account controlled by the lender. The funds are then returned to an account controlled by the borrower until the occurrence of a Trigger Period. During a Trigger Period, all funds in the lockbox account are swept weekly to a segregated cash management account under the control of the lender. To the extent there is a Cash Sweep Period (as defined below) continuing caused by a T-Mobile Trigger Event, all excess cash flow after payment of the mortgage debt service, required reserves and other amounts required by the loan documents will be held in a T-Mobile reserve account. To the extent there is a Cash Sweep Period continuing caused by anything

Retail – Single Tenant	Loan #8	Cut-off Date Balance:	$30,000,000
1 Stockton Street	One Stockton	Cut-off Date LTV:	59.5%
San Francisco, CA 94108		U/W NCF DSCR:	1.79x
		U/W NOI Debt Yield:	7.6%

other than a T-Mobile Trigger Event, all excess cash flow after payment of the mortgage debt service, required reserves and other amounts required by the loan documents will be held in an excess cash reserve account.

A “Trigger Period” means a period of time (A) commencing upon the earliest of (i) an event of default, (ii) an amortizing debt service coverage ratio being less than 1.20x or (iii) the occurrence of a T-Mobile Trigger Event (as defined below), and (B) expiring upon (w) in connection with clause (i) above, the cure of such event of default, (x) in connection with clause (ii) above, the date that the amortizing debt service coverage ratio is equal to or greater than 1.25x for two consecutive calendar quarters or (y) in connection with clause (iii) above, an T-Mobile Trigger Event cure.

A “Cash Sweep Period” means a period of time (A) commencing upon the earliest of (i) an event of default, (ii) an amortizing debt service coverage ratio being less than 1.20x for two consecutive calendar quarters or (iii) the occurrence of a T-Mobile Trigger Event (as defined below), and (B) expiring upon (w) in connection with clause (i) above, the cure of such event of default, (x) in connection with clause (ii) above, the date that the amortizing debt service coverage ratio is equal to or greater than 1.25x for two consecutive calendar quarters or (y) in connection with clause (iii) above, an T-Mobile Trigger Event cure.

A “T-Mobile Trigger Event” means the occurrence of any of the following: (a) T-Mobile fails to renew their lease by the earlier of (i) 18 months prior to their lease expiration date and (ii) the date on which the tenant is required to provide notice of renewal of such lease, (b) T-Mobile (or parent or guarantor) being subject to bankruptcy or insolvency proceedings, (c) T-Mobile goes dark or provides notice to go dark, (d) T-Mobile defaults under its lease and (e) T-Mobile (i) terminates its lease or (ii) gives notice of its intention to terminate or not renew its lease. T-Mobile does not have any termination options.

In the event of a T-Mobile Trigger Event described in clause (a) or (e) above, the borrower may cure the event by depositing $4,000,000 cash with the lender or by delivering to the lender a letter of credit in the amount of $4,000,000.

Property Management. The One Stockton property is managed by AAC Management Corp., an affiliate of the borrower.

Partial Release. Not permitted.

Real Estate Substitution.Not permitted.

Subordinate and Mezzanine Indebtedness.None

Ground Lease. None

Earthquake Insurance:The property is located in Seismic Zone 4 and has a probable maximum loss of 12%. The borrower obtained seismic insurance coverage of $10.0 million per occurrence and in the annual aggregate and a terrorism deductible of $25,000

Terrorism Insurance.The One Stockton Whole Loan documents require that the “all risk” insurance policy required to be maintained by the borrower provides coverage for terrorism in an amount equal to the full replacement cost of the One Stockton 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 12-month extended period of indemnity.

No. 9 – Walgreens - Las Vegas Strip

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		Wells Fargo Bank, National Association			Single Asset/Portfolio:	Single Asset
Credit Assessment (KBRA/Fitch/Moody’s):		NR/NR/NR			Property Type – Subtype:	Retail – Single Tenant
Original Principal Balance:		$27,700,000			Location:	Las Vegas, NV
Cut-off Date Balance:		$27,700,000			Size:	14,688 SF
% of Initial Pool Balance:		2.9%			Cut-off Date Balance Per SF:	$1,885.89
Loan Purpose:		Acquisition			Maturity Date Balance Per SF:	$1,885.89
Borrower Sponsor:		Ryan Tedder; Keith Kantrowitz			Year Built/Renovated:	1999/NAP
Guarantors:		Ryan Tedder; Keith Kantrowitz			Title Vesting:	Fee
Mortgage Rate:		4.1800%			Property Manager:	Tenant-managed
Note Date:		December 19, 2019			Current Occupancy (As of):	100.0% (2/1/2020)
Seasoning:		1 month			YE 2019 Occupancy⁽²⁾:	100.0%
Maturity Date:		January 11, 2030			YE 2018 Occupancy⁽²⁾:	100.0%
IO Period:		120 months			YE 2017 Occupancy⁽²⁾:	100.0%
Loan Term (Original):		120 months			YE 2016 Occupancy⁽²⁾:	100.0%
Amortization Term (Original):		NAP			Appraised Value:	$38,000,000
Loan Amortization Type:		Interest-only, Balloon			Appraised Value Per SF:	$2,587.15
Call Protection:		L(25),D(91),O(4)			Appraisal Valuation Date:	November 21, 2019
Lockbox Type:		Soft/Springing Cash Management
Additional Debt:		None			Underwriting and Financial Information
Additional Debt Type (Balance):		NAP			YE 2019 NOI⁽²⁾:	NAV
					YE 2018 NOI⁽²⁾:	NAV
					YE 2017 NOI⁽²⁾:	NAV
					YE 2016 NOI⁽²⁾:	NAV
					U/W Revenues:	$2,007,983
					U/W Expenses:	$20,080
					U/W NOI:	$1,987,903
Escrows and Reserves⁽¹⁾					U/W NCF:	$1,986,435
	Initial		Monthly	Cap	U/W DSCR based on NOI/NCF:	1.69x / 1.69x
Taxes	$0		Springing	NAP	U/W Debt Yield based on NOI/NCF:	7.2% / 7.2%
Insurance	$0		Springing	NAP	U/W Debt Yield at Maturity based on NOI/NCF:	7.2% / 7.2%
Replacement Reserve	$0		Springing	NAP	Cut-off Date LTV Ratio:	72.9%
TI/LC Reserve	$0		Springing	NAP	LTV Ratio at Maturity:	72.9%
Excess Cash Flow Reserve	$0		Springing	NAP

Sources and Uses
Sources			Uses
Original loan amount	$27,700,000	72.0%	Purchase Price	$38,000,000	98.7%
Cash equity contribution	10,797,630	28.0	Closing costs	497,630	1.3

Total Sources	$38,497,630	100.0%	Total Uses	$38,497,630	100.0%

(1)

See “Escrows” section below.

(2)

Historical operating statements are not available, as the borrower sponsor recently acquired the Walgreens - Las Vegas Strip Property in a sale-leaseback transaction. Walgreens has occupied the Walgreens - Las Vegas Strip Property since it was constructed in 1999.

The Mortgage Loan. The mortgage loan (the “Walgreens - Las Vegas Strip Mortgage Loan”) is evidenced by a single promissory note secured by a first mortgage encumbering the fee interest in a single tenant retail property located in Las Vegas, Nevada (the “Walgreens - Las Vegas Strip Property”).

The Borrower and Borrower Sponsors.The borrower comprises two tenants-in-common: PREH Las Vegas BLVD, LLC and MRK Vegas Strip LLC (collectively, the “Walgreens - Las Vegas Strip Borrower”), each a single purpose Delaware limited liability. The borrower sponsors and nonrecourse carve-out guarantors of the Walgreens - Las Vegas Strip Mortgage Loan are Ryan Tedder and Keith Kantrowitz.

Mr. Kantrowitz, who has over 30 years of experience as a mortgage broker, is the President of Power Express Mortgage and has interest in more than 24 commercial assets totaling $46.7 million throughout the United States. Mr. Tedder is an American singer, songwriter, musician and record producer and is the lead vocalist for the band OneRepublic.

Retail – Single Tenant	Loan #9	Cut-off Date Balance:	$27,700,000
3765 South Las Vegas Boulevard	Walgreens - Las Vegas Strip	Cut-off Date LTV:	72.9%
Las Vegas, NV 89109		U/W NCF DSCR:	1.69x
		U/W NOI Debt Yield:	7.2%

The Property.The Walgreens - Las Vegas Strip Property is a single tenant retail property containing 14,688 square feet and located in Las Vegas, Nevada, approximately 6.0 miles south of the Las Vegas central business district. As of February 1, 2020, the Walgreens - Las Vegas Strip Property was 100.0% leased to Walgreen Co. (“Walgreens”). The Walgreens - Las Vegas Strip Property was constructed in 1999 and Walgreens has been the only tenant. The Walgreens - Las Vegas Strip Property is situated on a 0.4-acre site and the Walgreens - Las Vegas Strip Borrower has rights to 140 surface parking spaces located adjacent to the property via a reciprocal easement agreement resulting in a parking ratio of approximately 9.5 spaces per 1,000 square feet of rentable area. The borrower sponsors recently acquired the Walgreens – Las Vegas Strip Property from Walgreens in a sale-leaseback transaction.

Major Tenant.

Walgreens (BBB/Baa2/BBB by Fitch/Moody’s/S&P; 14,688 square feet; 100.0% of net rentable area; 100.0% of underwritten base rent; 12/31/2034 lease expiration) – Walgreens is a subsidiary of Walgreens Boots Alliance (“WBA”) (Nasdaq: WBA), the largest retail pharmacy, health, and daily living destination across the U.S. and Europe. WBA’s portfolio comprises retail and business brands including Walgreens, Duane Reade, and Boots and Alliance Healthcare. As of August 31, 2019, WBA had over 18,750 stores in 11 countries and employed over 440,000 people. Walgreens has occupied the Walgreens - Las Vegas Strip Property since 1999 and recently executed a 15-year lease through December 2034 with 12, 5-year automatic extension options. The entity on the lease is Walgreen Co., the predecessor company of WBA.

The following table presents certain information relating to the tenancy at the Walgreens - Las Vegas Strip Property:

Major Tenant⁽¹⁾

Tenant Name	Credit Rating (Fitch/Moody’s/ S&P)	Tenant NRSF	% of NRSF	Annual U/W Base Rent PSF⁽³⁾	Annual U/W Base Rent⁽³⁾	% of Total Annual U/W Base Rent	Lease Expiration Date	Extension Options	Termination Option (Y/N)
Major Tenants
Walgreens	BBB/Baa2/BBB⁽²⁾	14,688	100.0%	$139.57	$2,050,000	100.0%	12/31/2034	12, 5-year⁽⁴⁾	N
Occupied Collateral Total		14,688	100.0%	$139.57	$2,050,000	100.0%

Vacant Space		0	0.0%

Collateral Total		14,688	100.0%

(1)

Information obtained from the Underwritten Rent Roll

(2)

The ratings shown are for Walgreens Boots Alliance. The entity on the Walgreens lease is Walgreen Co., the predecessor company of Walgreens Boots Alliance.

(3)

Walgreens’ current contractual rental rate is $136.17 per square foot. The Annual U/W Base Rent PSF and Annual U/W Base Rent include straight-line rent averaging through the loan term totalling $50,000. Walgreens’ lease is structured with 5.0% contractual rental rate increases every 5 years (including on the first day of each extension option).

(4)

Walgreens has 12, 5-year automatic extension options unless Walgreens gives notice to terminate the lease with 12 months’ notice.

The following table presents certain information relating to major tenant sales at the Walgreens - Las Vegas Strip Property:

Tenant Sales

(TTM 3/31/2019)⁽¹⁾

Major Tenant Name

Gross Sales

Sales PSF

Major Tenant

Occupancy

Cost⁽²⁾

Walgreens

$12,659,766

$862

16.3%

(1)	Sales exclude prescription sales with insurance coverage, total liquor and tobacco sales.

(2)	Occupancy Cost is based on TTM sales, underwritten base rent and underwritten reimbursements.

Retail – Single Tenant	Loan #9	Cut-off Date Balance:	$27,700,000
3765 South Las Vegas Boulevard	Walgreens - Las Vegas Strip	Cut-off Date LTV:	72.9%
Las Vegas, NV 89109		U/W NCF DSCR:	1.69x
		U/W NOI Debt Yield:	7.2%

The following table presents certain information relating to the lease rollover schedule at the Walgreens - Las Vegas Strip Property:

Lease Expiration Schedule⁽¹⁾

Year Ending December 31,	No. of Leases Expiring	Expiring NRSF	% of Total NRSF	Cumulative Expiring NRSF	Cumulative % of Total NRSF	Annual U/W Base Rent	% of Total Annual U/W Base Rent	Annual U/W Base Rent PSF
MTM	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2020	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2021	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2022	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2023	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2024	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2025	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2026	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2027	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2028	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2029	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2030	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
Thereafter	1	14,688	100.0%	14,688	100.0%	$2,050,000	100.0%	$139.57
Vacant	0	0	0.0%	14,688	100.0%	$0	0.0%	$0.00
Total/Weighted Average	1	14,688	100.0%			$2,050,000	100.0%	$139.57

(1)

Information obtained from the underwritten rent roll.

The following table presents historical occupancy percentages at the Walgreens - Las Vegas Strip Property:

Historical Occupancy

12/31/2016⁽¹⁾	12/31/2017⁽¹⁾	12/31/2018⁽¹⁾	12/31/2019⁽¹⁾	2/1/2020⁽²⁾
100.0%	100.0%	100.0%	100.0%	100.0%

(1)	Information obtained from a third-party market research provider. Walgreens has occupied the Walgreens – Las Vegas Strip Property since 1999.

(2)	Information obtained from the underwritten rent roll.

Retail – Single Tenant	Loan #9	Cut-off Date Balance:	$27,700,000
3765 South Las Vegas Boulevard	Walgreens - Las Vegas Strip	Cut-off Date LTV:	72.9%
Las Vegas, NV 89109		U/W NCF DSCR:	1.69x
		U/W NOI Debt Yield:	7.2%

Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the Walgreens - Las Vegas Strip Property:

Cash Flow Analysis⁽¹⁾

	U/W	%⁽²⁾	U/W $ per SF
Rents in Place	$2,000,000	96.6%	$136.17
Contractual Rent Steps⁽³⁾	50,000	2.4	3.40
Grossed Up Vacant Space	0	0.0	0.00
Gross Potential Rent	$2,050,000	99.1%	$139.57
Other Income	0	0.0	0.00
Total Recoveries	19,483	0.9	1.33
Net Rental Income	$2,069,483	100.0%	$140.90
(Vacancy & Credit Loss)⁽⁴⁾	(61,500)	(3.0)	(4.19)
Effective Gross Income	$2,007,983	97.0%	$136.71

Real Estate Taxes	0	0.0	0.00
Insurance	0	0.0	0.00
Management Fee	20,080	1.0	1.37
Other Operating Expenses	0	0.0	0.00
Total Operating Expenses	$20,080	1.0%	$1.37

Net Operating Income	$1,987,903	99.0%	$135.34
Replacement Reserves	1,469	0.1	0.10
TI/LC	0	0.0	0.00
Net Cash Flow	$1,986,435	98.9%	$135.24

NOI DSCR	1.69x
NCF DSCR	1.69x
NOI Debt Yield	7.2%
NCF Debt Yield	7.2%

(1)	Operating history is not available, as the borrower sponsor recently acquired the Walgreens - Las Vegas Strip Property in a sale-leaseback transaction.

(2)	Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy & Credit Loss and (iii) percent of Effective Gross Income for all other fields.

(3)	Represents contractual straight line rent averaging through the loan term due to the investment grade credit of Walgreens (see “Major Tenants” table above).

(4)	The underwritten economic vacancy is 3.0%. The Walgreens - Las Vegas Strip Property was 100.0% occupied as of February 1, 2020.

Appraisal.The appraiser concluded to an “as-is” appraised value of $38,000,000 as of November 21, 2019.

Environmental Matters. According to a Phase I environmental site assessment dated October 5, 2019 there was no evidence of any recognized environmental conditions at the Walgreens - Las Vegas Strip Property.

Market Overview and Competition.The Walgreens - Las Vegas Strip Property is located in Las Vegas, Nevada, along South Las Vegas Boulevard adjacent to New York New York, the Waldorf Astoria and Park MGM and approximately 0.3 miles north of the MGM Grand. According to the appraisal, pedestrian counts are estimated to be approximately 100,000 per day along Las Vegas Boulevard. The Walgreens - Las Vegas Strip Property is located approximately 1.5 miles east of Interstate 15 and 2.4 miles northwest of McCarran International Airport.

The Walgreens - Las Vegas Strip Property is situated across from The Park, a $100 million, 8-acre outdoor destination that includes restaurants, bars, live entertainment and retail attractions. Immediately adjacent to The Park is the Park Theater at Park MGM, which features 5,200 seats. The Park Theater can accommodate configurations for concerts, award shows, sports, and conventions. The Park connects The Strip to the 20,000 seat T-Mobile Arena, located approximately 0.4 miles east of the Walgreens - Las Vegas Strip Property. Built in April 2016, T-Mobile Arena is home to the National Hockey League’s (NHL) Vegas Golden Knights and hosts a variety of events including concerts, conventions, and sports tournaments. According to the appraisal, the T-Mobile Arena is the highest grossing arena in the world and hosts 100 to 150 events per year. In December 2019, a new pedestrian bridge, which stretches over Las Vegas Boulevard to connect the Park MGM and T-Mobile Arena to the Showcase Mal (0.1 miles south of Walgreens - Las Vegas Strip Property), opened to the public.

Retail – Single Tenant	Loan #9	Cut-off Date Balance:	$27,700,000
3765 South Las Vegas Boulevard	Walgreens - Las Vegas Strip	Cut-off Date LTV:	72.9%
Las Vegas, NV 89109		U/W NCF DSCR:	1.69x
		U/W NOI Debt Yield:	7.2%

According to a third-party market research report, Las Vegas welcomed approximately 42.1 million visitors in 2018, with average per-trip visitor shopping expenses of $155. According to a third-party market research report, the estimated 2019 population within a three- and five-mile radius of the Walgreens - Las Vegas Strip Property was approximately 135,234, and 367,160, respectively; while the 2019 estimated average household income within the same radii was $52,239, and $63,185, respectively.

According to a third-party market research report, the Walgreens - Las Vegas Strip Property is situated within the Central East Las Vegas Retail submarket of the Las Vegas retail market. As of January 2020, the submarket reported a total inventory of approximately 15.5 million square feet with a 10.2% vacancy rate. Submarket vacancy has decreased from 13.9% in 2011 and has averaged 11.3% over the last nine years. The appraiser concluded to market rent for the Walgreens - Las Vegas Strip Property of $135.25 per square foot.

The following table presents certain information relating to the appraiser’s market rent conclusion for the Walgreens - Las Vegas Strip Property:

Market Rent Summary⁽¹⁾

	Retail Space
Market Rent (PSF)	$135.25
Lease Term (Years)	15
Lease Type (Reimbursements)	Absolute Net
Rent Increase Projection	5% every 5 years

(1)	Information obtained from the appraisal.

The following table presents certain information relating to comparable leases to Walgreens - Las Vegas Strip Property:

Comparable Leases⁽¹⁾

Property Name/Location	Year Built/ Renovated	Total GLA (SF)	Distance from Subject	Lease Start Date	Lease Term	Annual Base Rent PSF	Lease Type
Subject Property⁽²⁾ 3765 South Las Vegas Boulevard Las Vegas, NV 89109	1999/NAP	14,688	NAP	Dec-2019	15.0 Yrs	$136.17	NNN
CVS Pharmacy 310 South Michigan Avenue Chicago, IL 60604	1923/2005	9,476	1,525 miles	Oct-2018	15.0 Yrs	$84.42	NNN
CVS/pharmacy 728 Ocean Drive Miami Beach, FL 33139	1953/2017	9,512	2,182 miles	June-2017	15.0 Yrs	$152.10	NNN
Proposed Walgreens 2417 South Las Vegas Boulevard Las Vegas, NV 89109	2009/NAP	15,000	2.8 miles	Jan-2014	25.0 Yrs	$173.00	NNN
Walgreens 3717 South Las Vegas Boulevard Las Vegas, NV 89109	2012/NAP	24,271	0.3 miles	Dec-2012	99.0 Yrs	$137.00	NNN
Walgreens–Palazzo–Sale 3339 Las Vegas Boulevard Las Vegas, NV 89109	2009/NAP	23,600	1.3 miles	March-2009	40.0 Yrs	$126.00	NNN

(1)	Information obtained from the appraisal

(2)	Information obtained from the underwritten rent roll.

Retail – Single Tenant	Loan #9	Cut-off Date Balance:	$27,700,000
3765 South Las Vegas Boulevard	Walgreens - Las Vegas Strip	Cut-off Date LTV:	72.9%
Las Vegas, NV 89109		U/W NCF DSCR:	1.69x
		U/W NOI Debt Yield:	7.2%

Escrows.

Real Estate Taxes – The Walgreens – Las Vegas Strip Mortgage Loan documents require ongoing monthly real estate tax reserves in an amount equal to one-twelfth of the real estate taxes that the lender estimates will be payable during the next 12 months upon: (i) Walgreens not being required to pay taxes directly under the lease; (ii) the Walgreens lease not being in full force and effect; (iii) Walgreens not paying taxes prior to interest or penalties being accrued; or (iv) during a Cash Trap Event Period (as defined below).

Insurance – The Walgreens – Las Vegas Strip Mortgage Loan documents require ongoing monthly insurance reserves in an amount equal to one-twelfth of the insurance premiums that the lender estimates will be payable during the next 12 months upon: (i) Walgreens not being required to maintain insurance coverage and pay premiums under the lease; (ii) the Walgreens lease not being in full force and effect; (iii) insurance coverage is not being maintained and related premiums are not being paid; or (iv) during a Cash Trap Event Period (as defined below). If Walgreens no longer maintains insurance coverage the Walgreens – Las Vegas Strip Mortgage Loan documents require ongoing monthly insurance reserves in an amount equal to one-twelfth of the insurance premiums that the lender estimates will be payable during the next 12 months upon: (i) an event of default; (ii) the borrower or borrower affiliate does not provide the lender with evidence that the Walgreens – Las Vegas Strip Property’s insurance coverage is included in a blanket policy and such policy is in full force and effect and (iii) the borrower does not pay all applicable insurance premiums or provide the lender with evidence of payment of insurance premiums/renewals within ten business days.

Replacement Reserves – The Walgreens – Las Vegas Strip Mortgage Loan documents require ongoing monthly replacement reserves in an amount that the lender estimates will be necessary for replacement upon: (i) an event of default; (ii) the lender reasonably determines the Walgreens - Las Vegas Strip Property is not being properly maintained; or (ii) the Walgreens lease not being in full force and effect.

TI/LC Reserve – The Walgreens – Las Vegas Strip Mortgage Loan documents require ongoing monthly TI/LC reserves in an amount that the lender determines will be necessary for qualified leasing expenses upon: (i) an event of default; (ii) the lender reasonably determines the Walgreens - Las Vegas Strip Property is not being properly maintained; (iii) the Walgreens lease not being in full force and effect; or (iv) upon a Tenant Trigger Event (as defined below).

Excess Cash Flow Reserve - Beginning on the payment date on July 11, 2027 and during the remainder of the loan term, the Walgreens - Las Vegas Strip Borrower is required to deposit all excess cash flow (calculated as rent payment minus debt service due), which shall be held by the lender as additional collateral for the Walgreens - Las Vegas Strip Mortgage Loan and, provided no event of default exists, applied to the outstanding principal balance of the Walgreens – Las Vegas Strip Mortgage Loan on the Maturity Date.

Lockbox and Cash Management.The Walgreens - Las Vegas Strip Mortgage Loan is structured with a soft lockbox, which is already in place, and springing cash management. Prior to the occurrence of a Cash Trap Event Period (as defined below), the Walgreens - Las Vegas Strip Mortgage Loan documents require that the Walgreens - Las Vegas Strip Borrower deposit all rents into the lockbox account within three business days of receipt and all funds in the lockbox account are required to be distributed to the Walgreens - Las Vegas Strip 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.

A “Cash Trap Event Period” will commence upon the earliest to occur of the following:

(i) an event of default under the Walgreens - Las Vegas Strip Mortgage Loan; or

(ii) a Tenant Trigger Event.

A Cash Trap Event Period will end upon the occurrence of:

●

with regard to clause (i) above, the cure of such event of default; or

●

with regard to clause (ii) above, a Tenant Trigger Event Cure (as defined below).

A “Tenant Trigger Event” will commence upon the earliest to occur of the following:

(i) Walgreens terminating its lease, ceasing to operate, or going dark for 30 consecutive days (unless resulting from a casualty);

(ii) Walgreens being downgraded below ‘BBB-’ (or its equivalent) by any rating agency;

(iii) Walgreens becoming insolvent or filing for bankruptcy; or

(iv) the Walgreens - Las Vegas Strip Borrower entering into a material lease modification with Walgreens without lender consent.

A “Tenant Trigger Event Cure” will occur upon:

●

with regard to clauses (i) and (iii) above, the date upon which the lender is in receipt of an estoppel reasonably acceptable to lender from one or more replacement tenants that certifies (a) the lease with such replacement tenant is in full force and effect and the Walgreens – Las Vegas Strip Borrower is not in default, (b) all tenant improvements required to be completed by the landlord have been substantially completed, (c) all conditions to such replacement tenant’s occupancy of the space have been satisfied, (d) such replacement tenant has commenced paying unabated rent, (e) such replacement tenant is in actual occupancy;

●

with regard to clause (ii) above, Walgreens rating is raised to ‘BBB-’ (or its equivalent) or better by any rating agency; and

●

with regard to clause (iv) above, Walgreens no longer being insolvent or subject to any bankruptcy or insolvency proceedings.

Retail – Single Tenant	Loan #9	Cut-off Date Balance:	$27,700,000
3765 South Las Vegas Boulevard	Walgreens - Las Vegas Strip	Cut-off Date LTV:	72.9%
Las Vegas, NV 89109		U/W NCF DSCR:	1.69x
		U/W NOI Debt Yield:	7.2%

Property Management. The Walgreens - Las Vegas Strip Property is managed by Walgreens.

Right of First Refusal. Walgreens has a right of first refusal (“ROFR”) to purchase the Walgreens - Las Vegas Strip Property. The ROFR is not extinguished by a foreclosure of the Walgreens - Las Vegas Strip Property; however, the ROFR does not apply to foreclosure or deed in lieu thereof.

Partial Release. Not permitted.

Real Estate Substitution.Not permitted.

Ground Lease. None.

Terrorism Insurance.Subject to the suspension of such borrower insurance requirements and upon satisfaction of certain conditions outlined in the Walgreens - Las Vegas Strip Mortgage Loan documents, including but not limited to the Walgreens - Las Vegas Strip Borrower providing evidence to the lender that Walgreens has satisfied all insurance requirements under its lease and Walgreens maintaining an S&P rating of at least ‘BBB’, the Walgreens - Las Vegas Strip Mortgage Loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Walgreens - Las Vegas Strip Property and business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

No. 10 – Highland Village Townhomes

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		Argentic Real Estate Finance LLC			Single Asset/Portfolio:	Single Asset
Credit Assessment (KBRA/Fitch/Moody’s):		NR/NR/NR			Property Type – Subtype:	Multifamily – Garden
Original Principal Balance:		$26,500,000			Location:	Pittsburgh, PA
Cut-off Date Balance:		$26,500,000			Size:	161 Units
% of Initial Pool Balance:		2.8%			Cut-off Date Balance Per Unit:	$164,596
Loan Purpose:		Refinance			Maturity Date Balance Per Unit:	$164,596
Borrower Sponsors:		F. Daniel Caste; E. Martin Gillespie			Year Built/Renovated:	2016/NAP
Guarantors:		F. Daniel Caste; E. Martin Gillespie			Title Vesting⁽¹⁾:	Both
Mortgage Rate:		3.9200%			Property Manager:	Walnut Capital Management, Inc.
Note Date:		December 27, 2019			Current Occupancy (As of):	95.7% (1/23/2020)
Seasoning:		1 month			YE 2018 Occupancy⁽²⁾:	NAV
Maturity Date:		January 6, 2030			YE 2017 Occupancy⁽²⁾:	NAV
IO Period:		120 months			YE 2016 Occupancy⁽²⁾:	NAV
Loan Term (Original):		120 months			YE 2015 Occupancy⁽²⁾:	NAV
Amortization Term (Original):		NAP			As-Is Appraised Value:	$42,400,000
Loan Amortization Type:		Interest-only, Balloon			As-Is Appraised Value Per Unit:	$263,354
Call Protection:		L(25),D(91),O(4)			As-Is Appraisal Valuation Date:	10/23/2019
Lockbox Type:		Soft/Springing Cash Management			Underwriting and Financial Information
Additional Debt⁽³⁾:		None			TTM NOI (9/30/2019):		$1,619,679
Additional Debt Type (Balance)⁽³⁾:		NAP			YE 2018 NOI⁽²⁾:		NAV
					YE 2017 NOI⁽²⁾:		NAV
					YE 2016 NOI⁽²⁾:		NAV
					U/W Revenues:		$3,611,383
					U/W Expenses:		$1,472,949
Escrows and Reserves⁽⁴⁾					U/W NOI:		$2,138,434
	Initial		Monthly	Cap	U/W NCF:		$2,098,184
Taxes	$572,875		$52,080	NAP	U/W DSCR based on NOI/NCF:		2.02x / 1.99x
Insurance	$19,692		$9,846	NAP	U/W Debt Yield based on NOI/NCF:		8.1% / 7.9%
Replacement Reserve	$0		$2,415	NAP	U/W Debt Yield at Maturity based on NOI/NCF:		8.1% / 7.9%
Environmental Reserve	$10,750		$0	NAP	Cut-off Date LTV Ratio:		62.5%
Ground Rent Reserve⁽¹⁾	$20,000		$0	NAP	LTV Ratio at Maturity:		62.5%

Sources and Uses
Sources			Uses
Original loan amount	$26,500,000	100.0%	Loan Payoff	$24,098,523	90.9%
			Return of Equity	1,199,265	4.5
			Reserves	623,318	2.4
			Closing Costs	578,895	2.2
Total Sources	$26,500,000	100.00%	Total Uses:	$26,500,000	100. 0%

(1)

Prior to origination, the borrower sponsors bifurcated the fee and leasehold interests in the Highland Village Townhomes Mortgage Loan (as defined below) pursuant to a ground lease under which a borrower affiliate, Limerick Land Partners, LP, is the related ground lessor and fee owner. Limerick Land Partners, LP is an additional mortgagor under the Highland Village Townhomes Mortgage Loan, which is secured by each of the related fee and leasehold interests in the Highland Village Townhomes Property. Despite the Highland Village Townhomes Mortgage Loan being secured by both fee and leasehold interests, the lender escrowed $20,000 into the Ground Rent Reserve upfront which is equal two months of ground rent under the ground lease. See “Ground Lease” section for a full description of the ground lease.

(2)

Historical occupancies and cashflows are not available as the Highland Village Townhomes Property was built in phases between 2016 and 2019.

(3)

No future debt is allowed except for certain permitted member loan. See “Subordinate and Mezzanine Indebtedness” section for a full description.

(4)

See “Escrows” section for a full description of Escrows and Reserves.

The Mortgage Loan. The tenth largest mortgage loan (the “Highland Village Townhomes Mortgage Loan”) is evidenced by one promissory note in the original principal balance of $26,500,000. The Highland Village Townhomes Mortgage Loan is secured by a first priority fee and leasehold mortgage encumbering a multifamily property located in Pittsburgh, Pennsylvania (the “Highland Village Townhomes Property”).

The Borrower and Borrower Sponsor.The borrower is Ross Highland Village, LLC (the “Highland Village Townhomes Borrower”), a Delaware limited liability company and single purpose entity with one independent director. Legal counsel to the Highland Village Townhomes Borrower delivered a non-consolidation opinion in connection with the origination of the Highland Village Townhomes Mortgage Loan. The borrower sponsors and non-recourse carveout guarantors are F. Daniel Caste (“Daniel Caste”) and E. Martin Gillespie (“Martin Gillespie”).

Multifamily – Garden	Loan #10	Cut-off Date Balance:	$26,500,000
140 Pinehurst Drive	Highland Village Townhomes	Cut-off Date LTV:	62.5%
Pittsburgh, PA 15229		U/W NCF DSCR:	1.99x
		U/W NOI Debt Yield:	8.1%

Daniel Caste and Martin Gillespie are the principals of Laurel Communities, a developer of residential communities located in Pittsburgh, Pennsylvania. Laurel Communities has developed over 5,000 units in the greater Pittsburgh market. See “Description of the Mortgage Pool— Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

The Property.The Highland Village Townhomes Property is comprised of 33, three-story townhome apartment complexes totaling 161 units located in Pittsburgh, Pennsylvania, approximately 8.7 miles from downtown Pittsburgh. The Highland Village Townhomes Property was built in phases between 2016 and 2019 and is situated on 11.8 acres. The townhouses are grouped into clusters of three to five units per parcel. The Highland Village Townhomes Property features amenities such as a barbeque area, a community pool and a combination leasing office/clubhouse that includes a business center and full-service kitchen. The unit mix features 77, two-bedroom units and 84, three-bedroom units, comprising approximately 247,118 square feet with an average unit size of 1,535 square feet. Unit amenities include washer/dryer, stainless steel appliances, wood cabinets, walk-in closets and composite or carpeted floors. The buildings have a three-story design with a ground floor garage and utility area. Living areas are mostly located on floors 2 and 3. The Highland Village Townhomes Property contains approximately 322 garage parking spaces, reflecting an overall parking ratio of 2.00 spaces per unit.

The Highland Village Townhomes Property was previously a golf course that closed in 2011 and was subsequently developed by the borrower sponsors between April 2016 and November 2019. Since construction, an average of four units were delivered per month while an average of three units were leased per month. The Highland Village Townhomes Property was approximately 95% occupied from 2017 to 2019. As of January 23, 2020, the Highland Village Townhomes Property was 95.7% occupied, with an average in-place rent of $1,894 per unit.

The following table presents detailed information with respect to each of the units included at the Highland Village Townhomes Property:

Highland Village Townhomes Unit Mix⁽¹⁾

Unit Type	Total Units	Occupied Units	% Occupied	Average SF per Unit	Total SF	Monthly Average Rent per Unit	Concluded Monthly Average Market Rent per Unit⁽²⁾
Two Bedrooms	77	74	96.1%	1,458	112,262	$1,747	$1,750
Three Bedrooms	84	80	95.2%	1,605	134,856	$2,030	$2,000
Total/Wtd. Avg.	161	154	95.7%	1,535	247,118	$1,894	-

(1)	Based on the underwritten rent roll dated December 2, 2019.

(2)	Source: Appraisal.

The following table presents historical occupancy percentages at the Highland Village Townhomes Property:

Historical Occupancy

12/31/2015⁽¹⁾		12/31/2016⁽¹⁾		12/31/2017⁽¹⁾		12/31/2018⁽¹⁾		1/23/2020⁽²⁾
NAV		NAV		NAV		NAV		95.7%

(1)	Historical occupancies are not available as the Highland Village Townhomes Property was built in phases between 2016 and 2019.

(2)	Information obtained from underwritten rent roll.

Multifamily – Garden	Loan #10	Cut-off Date Balance:	$26,500,000
140 Pinehurst Drive	Highland Village Townhomes	Cut-off Date LTV:	62.5%
Pittsburgh, PA 15229		U/W NCF DSCR:	1.99x
		U/W NOI Debt Yield:	8.1%

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 Highland Village Townhomes Property:

Cash Flow Analysis⁽¹⁾

	9/30/2019 TTM	U/W	%⁽²⁾	U/W $ per Unit
Gross Potential Rent	$2,787,356	$3,659,580	95.6%	$22,730.31
Other Income⁽³⁾	45,998	45,998	1.2	285.70
Recoveries	99,105	123,950	3.2	769.88
Net Rental Income	$2,932,459	$3,829,528	100.0%	$23,785.89
Concessions	(100)	(400)	(0.0)	(2.48)
(Vacancy & Credit Loss)	0	(217,745)	(6.0)	(1,352.45)
Effective Gross Income	$2,932,359	$3,611,383	94.3%	$22,430.95

Real Estate Taxes	490,421	624,955	17.3	3,881.71
Insurance	81,966	118,153	3.3	733.87
Management Fee	144,341	108,341	3.0	672.93
Other Operating Expenses	595,952	621,500	17.2	3,860.25
Total Operating Expenses	$1,312,680	$1,472,949	40.8%	$9,148.75

Net Operating Income	$1,619,679	$2,138,434	59.2%	$13,282.20
Replacement Reserves	0	40,250	1.1	250.00
TI/LC	0	0	0.0	0.00
Net Cash Flow	$ 1,619,679	$2,098,184	58.1%	$13,032.20

NOI DSCR	1.53x	2.02x
NCF DSCR	1.53x	1.99x
NOI Debt Yield	6.1%	8.1%
NCF Debt Yield	6.1%	7.9%

(1)	Historical cash flows are not available as the Highland Village Townhomes Property was built in phases between 2016 and 2019.

(2)	Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy & Credit Loss and (iii) percent of Effective Gross Income for all other fields.

(3)	Other Income includes pet rent and other miscellaneous revenues.

Appraisal.The Highland Village Townhomes Property has an “as-is” appraised value of $42,400,000 as of October 23, 2019.

Environmental Matters. According to a Phase I environmental site assessment dated October 28, 2019, there was no evidence of any recognized environmental conditions at the Highland Village Townhomes Property; however, it did note that the Highland Village Townhomes Property is located in “Radon Zone 1”, an area with predicted average concentrations of radon in amounts equal to the EPA recommended action level. It also identified concentrations of radon in excess of recommended EPA action levels in two units located in two separate buildings at the Highland Village Property. All of the units at the Highland Village Townhomes Property are currently equipped with passive radon venting systems. The Highland Village Townhomes Property Mortgage Loan documents require the Highland Village Townhomes Property Borrower to (i) perform long-term testing of certain other units in each of the buildings in which elevated concentrations of radon were identified and (ii) convert the passive radon venting systems to active systems for any units for which radon levels exceed applicable environmental action levels. At origination, the Highland Village Townhomes Borrower reserved $10,750, representing approximately 125% of the estimated cost to perform such further environmental testing and remediation. See “—Description of the Mortgage Pool—Mortgage Pool Characteristics—Environmental Considerations” in the Preliminary Prospectus for additional information.

Market Overview and Competition.The Highland Village Townhomes Property is located in Ross Township within Pittsburgh’s North Hills area. Overall, the neighborhood is a mature, residential commuting suburb of Pittsburgh proximate to Interstate 279. Interstate 279 provides access to downtown Pittsburgh (approximately 15 minutes by car) and the suburbs of North Hills and also links to Interstate 79 and 376. According to the appraisal, the immediate area is fully developed with limited vacant land available.

Top employers in the Pittsburgh metro area include UPMC Health System, Highmark Inc., University of Pittsburgh, The PNC Financial Services Group Inc., and Wal-Mart Stores Inc. According to the appraisal, the estimated 2019 population within a one-, three-, and five-mile radius of the Highland Village Townhomes Property was 9,492, 70,969, and 182,761, respectively. According to the appraisal, the estimated 2019 average household income within a one-, three-, and five-mile radius of the Highland Village Townhomes Property was $86,989, $83,878, and $84,226, respectively.

The Highland Village Townhomes Property is located within the North multifamily submarket. According to the appraisal, as of the second quarter of 2019, the North submarket had an inventory of approximately 19,035 units, vacancy of approximately 6.0%, and

Multifamily – Garden	Loan #10	Cut-off Date Balance:	$26,500,000
140 Pinehurst Drive	Highland Village Townhomes	Cut-off Date LTV:	62.5%
Pittsburgh, PA 15229		U/W NCF DSCR:	1.99x
		U/W NOI Debt Yield:	8.1%

average asking rents were $1,132 per unit. The vacancy rate has decreased from 6.4% in 2018. Comparable projects identified by the appraisal were constructed between 2008 and 2018 and individual unit sizes range from 713 to 1,600 square feet. The comparable apartment projects revealed occupancy levels ranging from 81.6% to 98.6%, with an average of 93.4%.

The following table presents certain information relating to comparable rental properties to the Highland Village Townhomes Property:

Comparable Rental Properties

Property	Year Built	Distance to Subject (miles)	Occupancy %		Number of Units	Average Rent per SF (Two Bedroom)	Average Rent per Month (Two Bedroom)	Average Rent per SF (Three Bedroom)	Average Rent per Month (Three Bedroom)
Highland Village Townhomes	2016	-	92.5%	161		$1.20	$1,754	$1.26	$2,027
Cosmopolitan Apartments	2017	4.4	93.3%	149		$1.52	$1,633	NAP	NAP
Crossings of Wexford	2008	9.7	98.2%	56		$1.10	$1,755	$1.00	$2,002
Ascent 430	2015	11.7	93.7%	319		$1.41	$1,672	$1.39	$2,032
The Haven at Cranberry Woods	2014	14.3	95.0%	302		$1.52	$1,634	$1.22	$2,139
The Pendleton at Cranberry	2018	14.5	81.6%	320		$1.64	$1,857	$1.50	$2,494
Kennedy Highlands	2017	8.4	98.6%	288		$1.44	$1,482	$0.99	$1,670

Source:Appraisal

Escrows.

Real Estate Taxes – The Highland Village Townhomes Mortgage Loan documents require an upfront real estate tax reserve of $572,875 and ongoing monthly real estate tax reserves in an amount equal to one-twelfth of the real estate taxes that the lender estimates will be payable during the next twelve months (initially $52,080).

Insurance– The Highland Village Townhomes Mortgage Loan documents require an upfront insurance reserve of $19,692 and ongoing monthly insurance reserves in an amount equal to one-twelfth of the insurance premiums that the lender estimates will be payable for the renewal of the coverage during the next twelve months (initially $9,846).

Replacement Reserve – The Highland Village Townhomes Mortgage Loan documents require an ongoing monthly replacement reserve of $2,415.

Environment Reserve – The Highland Village Townhomes Borrower deposited an upfront reserve of $10,750 for certain immediate repairs of the Highland Village Townhomes Property.

Ground Rent Reserve – The Highland Village Townhomes Mortgage Loan documents require an upfront ground rent reserve of $20,000, which is equal to two months of ground rent under the ground lease.

Lockbox and Cash Management. The Highland Village Townhomes Mortgage Loan is structured with a soft lockbox, which is already in place, and springing cash management. Prior to the occurrence of a Cash Management Period (as defined below), the Highland Village Townhomes Mortgage Loan documents require that the Highland Village Townhomes Borrower or the property manager deposit all rents into the lockbox account within one business day of receipt and all funds in the lockbox account are required to be distributed to the Highland Village Townhomes Borrower. During a Cash Management 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.

A “Cash Management Period” will commence upon the earlier of the following:

(i)

the occurrence and continuance of an event of default; or

(ii)

the net cash flow debt service coverage ratio falling below 1.15x at the end of any calendar quarter.

A Cash Management Period will end upon the occurrence of the following:

●

with regard to clause (i), the cure of such event of default; or

●

with regard to clause (ii), the net cash flow debt service coverage ratio being equal to or greater than 1.20x for two consecutive calendar months.

Property Management. Highland Village Townhomes Property is managed by Walnut Capital Management, Inc. which manages approximately 2,500 residential units, 350,000 square feet of retail space and 500,000 square feet of office space all located in the Pittsburgh area.

Partial Release.Not permitted.

Real Estate Substitution.Not permitted.

Multifamily – Garden	Loan #10	Cut-off Date Balance:	$26,500,000
140 Pinehurst Drive	Highland Village Townhomes	Cut-off Date LTV:	62.5%
Pittsburgh, PA 15229		U/W NCF DSCR:	1.99x
		U/W NOI Debt Yield:	8.1%

Subordinate and Mezzanine Indebtedness.Not permitted other than the Highland Village Townhomes Borrower is permitted to incur certain “Permitted Member Loans” under the Highland Village Townhomes Mortgage Loan documents, provided that any such loans are,inter alia, unsecured, fully subordinate to the Highland Village Townhomes Mortgage Loan, entered into without recourse to the Highland Village Townhomes Borrower or any other party and do not, in the aggregate, exceed an amount equal to 2% of the outstanding principal balance of the debt.

Ground Lease. Prior to origination, the borrower sponsors bifurcated the fee and leasehold interests in the Highland Village Townhomes Mortgage Loan pursuant to a ground lease under which a borrower affiliate, Limerick Land Partners, LP, is the related ground lessor and fee owner (the “Ground Lessor”) and the Highland Village Townhomes Borrower is the ground lessee (the “Ground Lessee”). Limerick Land Partners, LP is an additional mortgagor under the Highland Village Townhomes Mortgage Loan, which is secured by each of the related fee and leasehold interests in the Highland Village Townhomes Property. The ground lease matures on September 30, 2049 with no renewal options. The Highland Village Townhomes Mortgage Loan was structured with a fee accommodation mortgage granted by both the Ground Lessee and Ground Lessor, whereby the lender will have the right, in an event of default, to foreclose on either or both of the fee interest and/or the leasehold interest, which will enable the lender to realize upon both the ground rents paid by the Ground Lessee and the sub-rents paid by the residential tenants at the Highland Village Townhomes Property to the Highland Village Townhomes Borrower. Notwithstanding the foregoing, at origination, the lender received an estoppel and agreement from the Ground Lessor confirming,inter alia, that (i) the lender will be entitled to receive notices of any defaults thereunder and will have customary opportunities to cure any such defaults (and will waive non-curable defaults); (ii) the lender will be permitted, at its option, to enter into a new ground lease in the event the existing ground lease is terminated for any reason or if the ground lease is rejected in a bankruptcy proceeding; (iii) such ground lease cannot be amended, supplemented, terminated, canceled or otherwise modified without the prior written consent of the lender; and (iv) other customary terms and provisions which are typically in CMBS ground lease financings. Additionally, the Highland Village Townhomes Mortgage Loan documents (including the fee accommodation mortgage executed by the Ground Lessor) include a negative pledge and restriction against the Ground Lessor transferring, encumbering, assigning or otherwise conveying any interest in the fee estate. The Highland Village Townhomes Mortgage Loan is full recourse to the borrower sponsors for any amendment, modification termination, cancellation, or acceptance of a surrender of, or the waiver of any of the material terms or provisions of, the ground lease, in each case in violation of the terms and conditions of the ground lease and/or default by the Highland Village Townhomes Borrower under the ground lease beyond any applicable notice and/or cure period. Provided the structure above, the lender did not underwrite the ground rent which is $10,000 per month.

Terrorism Insurance. The Highland Village Townhomes Mortgage Loan documents require that the “all risk” insurance policy required to be maintained by Highland Village Townhomes Borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Highland Village Townhomes 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 six-month extended period of indemnity.

Wells Fargo Commercial Mortgage Trust 2020-C55

Transaction Contact Information

V. Transaction Contact Information

Questions regarding this Structural and Collateral Term Sheet may be directed to any of the following individuals:

Wells Fargo Securities, LLC

Brigid Mattingly	Tel. (312) 269-3062

A.J. Sfarra	Tel. (212) 214-5613

Alex Wong	Tel. (212) 214-5615

Barclays Capital Inc.

Daniel Vinson	Tel. (212) 528-8224

Brian Wiele	Tel. (212) 412-5780

Wells Fargo Commercial Mortgage Securities FWPFree writing prospectus