FILED PURSUANT TO RULE 424(b)(2)

REGISTRATION FILE NO.: 333-206677-18

PROSPECTUS

$1,040,694,000 (Approximate)
BANK 2017-BNK7
(Central Index Key Number 0001714679)
as Issuing Entity

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

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

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

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

National Cooperative Bank, N.A.
(Central Index Key Number 0001577313)
as Sponsors and Mortgage Loan Sellers

Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7

Wells Fargo Commercial Mortgage Securities, Inc. is offering certain classes of the Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7 consisting of the certificate classes identified in the table below. The certificates being offered by this prospectus (and the non-offered Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V, Class R certificates and the RR Interest) represent the beneficial ownership interests in the issuing entity, which will be a New York common law trust named BANK 2017-BNK7. The assets of the issuing entity will primarily consist of a pool of fixed-rate commercial mortgage loans, which are generally the sole source of payments on the certificates. Credit enhancement will be provided solely by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described under “Description of the Certificates—Subordination; Allocation of Realized Losses”. Each class of certificates will be entitled to receive monthly distributions of interest and/or principal on the 4th business day following the 11th day of each month (or if the 11th day is not a business day, the next business day), commencing in October 2017. The rated final distribution date for the certificates is September 2060.

Class	Approximate Initial Certificate Balance or Notional Amount(1)			Approximate Initial Pass-Through Rate	Pass-Through Rate Description	Assumed Final Distribution Date(3)
Class A-1	$	32,602,000		1.9840%	Fixed(5)	June 2022
Class A-2	$	35,234,000		3.0610%	Fixed(5)	June 2022
Class A-3	$	44,439,000		3.0920%	Fixed(5)	July 2025
Class A-SB	$	50,058,000		3.2650%	Fixed(5)	April 2027
Class A-4	$	310,000,000		3.1750%	Fixed(5)	August 2027
Class A-5	$	334,853,000		3.4350%	Fixed(5)	September 2027
Class X-A	$	807,186,000	(6)	0.8281%	Variable(7)	NAP
Class X-B	$	233,508,000	(8)	0.2156%	Variable(9)	NAP
Class A-S	$	144,141,000		3.7480%	WAC Cap(10)	September 2027
Class B	$	50,449,000		3.9490%	WAC Cap(10)	September 2027
Class C	$	38,918,000		4.0589%	WAC(11)	September 2027

(Footnotes on table on pages 3 and 4)

You should carefully consider the risk factors beginning on page 63 of this prospectus.

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

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

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

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

The underwriters, Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Academy Securities, Inc. will purchase the offered certificates from Wells Fargo Commercial Mortgage Securities, Inc. and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC are acting as co-lead managers and joint bookrunners in the following manner: Wells Fargo Securities, LLC is acting as sole bookrunning manager with respect to approximately 36.7% of each class of offered certificates, Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as sole bookrunning manager with respect to approximately 28.5% of each class of offered certificates, and Morgan Stanley & Co. LLC is acting as sole bookrunning manager with respect to approximately 34.8% of each class of offered certificates. Academy Securities, Inc. is acting as co-manager.

The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about September 28, 2017. Wells Fargo Commercial Mortgage Securities, Inc. expects to receive from this offering approximately 107.3% of the aggregate certificate balance of the offered certificates, plus accrued interest from September 1, 2017, before deducting expenses payable by the depositor.

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

September 20, 2017

 

Summary of Certificates

Class	Approx. Initial Certificate Balance or Notional Amount(1)			Approx. Initial Credit Support(2)	Approx. Initial Pass-Through Rate	Pass-Through Rate Description	Assumed Final Distribution Date(3)	Weighted Average Life (Years)(4)	Expected Principal Window(4)
Offered Certificates
A-1	$	32,602,000		30.000%	1.9840%	Fixed(5)	June 2022	2.64	10/17 - 06/22
A-2	$	35,234,000		30.000%	3.0610%	Fixed(5)	June 2022	4.71	06/22 - 06/22
A-3	$	44,439,000		30.000%	3.0920%	Fixed(5)	July 2025	7.13	07/24 - 07/25
A-SB	$	50,058,000		30.000%	3.2650%	Fixed(5)	April 2027	7.17	06/22 - 04/27
A-4	$	310,000,000		30.000%	3.1750%	Fixed(5)	August 2027	9.76	04/27 - 08/27
A-5	$	334,853,000		30.000%	3.4350%	Fixed(5)	September 2027	9.89	08/27 - 09/27
X-A	$	807,186,000	(6)	NAP	0.8281%	Variable(7)	NAP	NAP	NAP
X-B	$	233,508,000	(8)	NAP	0.2156%	Variable(9)	NAP	NAP	NAP
A-S	$	144,141,000		17.500%	3.7480%	WAC Cap(10)	September 2027	9.96	09/27 - 09/27
B	$	50,449,000		13.125%	3.9490%	WAC Cap(10)	September 2027	9.96	09/27 - 09/27
C	$	38,918,000		9.750%	4.0589%	WAC(11)	September 2027	9.96	09/27 - 09/27
Non-Offered Certificates
X-D	$	43,242,000	(12)	NAP	1.3508%	Variable(13)	NAP	NAP	NAP
X-E	$	23,063,000	(12)	NAP	0.8198%	Variable(13)	NAP	NAP	NAP
X-F	$	11,531,000	(12)	NAP	0.8198%	Variable(13)	NAP	NAP	NAP
X-G	$	34,594,180	(12)	NAP	0.8198%	Variable(13)	NAP	NAP	NAP
D	$	43,242,000		6.000%	2.7080%	Fixed(5)	September 2027	9.96	09/27 - 09/27
E	$	23,063,000		4.000%	3.2390%	Fixed(5)	September 2027	9.96	09/27 - 09/27
F	$	11,531,000		3.000%	3.2390%	Fixed(5)	September 2027	9.96	09/27 - 09/27
G	$	34,594,180		0.000%	3.2390%	Fixed(5)	September 2027	9.96	09/27 - 09/27
V(14)		NAP		NAP	NAP	NAP	NAP	NAP	NAP
R(15)		NAP		NAP	NAP	NAP	NAP	NAP	NAP
Non-Offered Eligible Vertical Interest
RR Interest	$	60,690,746.32		NAP	4.0589%	WAC(11)	September 2027	9.29	10/17 - 09/27

⁽¹⁾ Approximate, subject to a permitted variance of plus or minus 5%.

⁽²⁾ The approximate initial credit support percentages set forth for the certificates are approximate and, for the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates, are represented in the aggregate. The RR Interest provides credit support only to the limited extent that it is allocated a portion of any losses incurred on the underlying mortgage loans, which such losses are allocated between it, on the one hand, and the non-retained certificates, on the other hand, pro rata, in accordance with their respective percentage allocation entitlements. See “Credit Risk Retention”.

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

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

⁽⁵⁾ The pass-through rates for the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class D, Class E, Class F and Class G certificates will, in each case, be a fixed rate per annum (described in the table as “Fixed”) equal to the pass-through rate set forth opposite such class in the table.

⁽⁶⁾ The Class X-A certificates are notional amount certificates. The notional amount of the Class X-A certificates will be equal to the aggregate certificate balance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates outstanding from time to time. The Class X-A certificates will not be entitled to distributions of principal.

⁽⁷⁾ The pass-through rate for the Class X-A certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the weighted average of the pass-through rates on the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates for the related distribution date, weighted on the basis of their respective aggregate certificate balances outstanding immediately prior to that distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.

3 

⁽⁸⁾ The Class X-B certificates are notional amount certificates. The notional amount of the Class X-B certificates will be equal to the aggregate certificate balance of the Class A-S, Class B and Class C certificates outstanding from time to time. The Class X-B certificates will not be entitled to distributions of principal.

⁽⁹⁾ The pass-through rate for the Class X-B certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the weighted average of the pass-through rates on the Class A-S, Class B and Class C certificates for the related distribution date, weighted on the basis of their respective aggregate certificate balances outstanding immediately prior to that distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.

⁽¹⁰⁾ The pass-through rates for the Class A-S and Class B certificates will, in each case, be a variable rate per annum (described in the table as “WAC Cap”) equal to the lesser of (i) a fixed rate per annum equal to the pass-through rate set forth opposite such class in the table and (ii) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.

⁽¹¹⁾ The pass-through rates for the Class C certificates and the RR Interest will be a variable rate per annum (described in the table as “WAC”) equal to the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.

⁽¹²⁾ The Class X-D, Class X-E, Class X-F and Class X-G certificates are notional amount certificates. The notional amount of the Class X-D, Class X-E, Class X-F and Class X-G certificates will be equal to the respective certificate balances of the Class D, Class E, Class F and Class G certificates outstanding from time to time. The Class X-D, Class X-E, Class X-F and Class X-G certificates will not be entitled to distributions of principal.

⁽¹³⁾ The pass-through rate for the Class X-D certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the pass-through rate on the Class D certificates for the related distribution date. The pass-through rate for the Class X-E certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the pass-through rate on the Class E certificates for the related distribution date. The pass-through rate for the Class X-F certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the pass-through rate on the Class F certificates for the related distribution date. The pass-through rate for the Class X-G certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the pass-through rate on the Class G certificates for the related distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.

⁽¹⁴⁾ The Class V certificates will not have a certificate balance, notional amount, credit support, pass-through rate, assumed final distribution date, rated final distribution date or rating. The Class V certificates will only be entitled to a specified portion of distributions of excess interest accrued on the mortgage loans with an anticipated repayment date. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—ARD Loans” in this prospectus.

⁽¹⁵⁾ The Class R certificates will not have a certificate balance, notional amount, credit support, pass-through rate, assumed final distribution date, rated final distribution date or rating. The Class R certificates represent the residual interest in each Trust REMIC as further described in this prospectus. The Class R certificates will not be entitled to distributions of principal or interest.

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

4 

TABLE OF CONTENTS

Summary of Certificates	3
Important Notice Regarding the Offered Certificates	15
Important Notice About Information Presented in this Prospectus	16
Summary of Terms	23
Risk Factors	63
The Certificates May Not Be a Suitable Investment for You	63
Combination or “Layering” of Multiple Risks May Significantly Increase Risk of Loss	63
Risks Related to Market Conditions and Other External Factors	63
The Volatile Economy, Credit Crisis and Downturn in the Real Estate Market Adversely Affected the Value of CMBS and Similar Factors May in the Future Adversely Affect the Value of CMBS	63
Other Events May Affect the Value and Liquidity of Your Investment	64
Risks Relating to the Mortgage Loans	64
Mortgage Loans Are Non-Recourse and Are Not Insured or Guaranteed	64
Risks of Commercial and Multifamily Lending Generally	65
Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases	67
General	67
A Tenant Concentration May Result in Increased Losses	68
Mortgaged Properties Leased to Multiple Tenants Also Have Risks	68
Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks	69
Tenant Bankruptcy Could Result in a Rejection of the Related Lease	69
Leases That Are Not Subordinated to the Lien of the Mortgage or Do Not Contain Attornment Provisions May Have an Adverse Impact at Foreclosure	70
Early Lease Termination Options May Reduce Cash Flow	70
Mortgaged Properties Leased to Not-for-Profit Tenants Also Have Risks	71
Office Properties Have Special Risks	71
Multifamily Properties Have Special Risks	72
Residential Cooperative Properties Have Special Risks	74
Condominium Ownership May Limit Use and Improvements	79
Retail Properties Have Special Risks	81
Changes in the Retail Sector, Such as Online Shopping and Other Uses of Technology, Could Affect the Business Models and Viability of Retailers	81
The Performance of the Retail Properties is Subject to Conditions Affecting the Retail Sector	82
Some Retail Properties Depend on Anchor Stores or Major Tenants to Attract Shoppers and Could be Materially Adversely Affected by the Loss of, or a Store Closure by, One or More of These Anchor Stores or Major Tenants	82
Hotel Properties Have Special Risks	83
Risks Relating to Affiliation with a Franchise or Hotel Management Company	85
Mixed Use Properties Have Special Risks	86
Data Center Properties Have Special Risks	86
Self Storage Properties Have Special Risks	86
Industrial Properties Have Special Risks	87
Operation of a Mortgaged Property Depends on the Property Manager’s Performance	88
Concentrations Based on Property Type, Geography, Related Borrowers and Other Factors May Disproportionately Increase Losses	89
Adverse Environmental Conditions at or Near Mortgaged Properties May Result in Losses	91

5 

Risks Related to Redevelopment, Expansion and Renovation at Mortgaged Properties	92
Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses	93
Risks Related to Zoning Non-Compliance and Use Restrictions	96
Risks Relating to Inspections of Properties	97
Risks Relating to Costs of Compliance with Applicable Laws and Regulations	97
Insurance May Not Be Available or Adequate	98
Inadequacy of Title Insurers May Adversely Affect Distributions on Your Certificates	99
Terrorism Insurance May Not Be Available for All Mortgaged Properties	99
Risks Associated with Blanket Insurance Policies or Self-Insurance	100
Condemnation of a Mortgaged Property May Adversely Affect Distributions on Certificates	101
Limited Information Causes Uncertainty	101
Historical Information	101
Ongoing Information	102
Underwritten Net Cash Flow Could Be Based On Incorrect or Flawed Assumptions	102
Frequent and Early Occurrence of Borrower Delinquencies and Defaults May Adversely Affect Your Investment	103
The Mortgage Loans Have Not Been Reviewed or Re-Underwritten by Us; Some Mortgage Loans May Not Have Complied With Another Originator’s Underwriting Criteria	104
Static Pool Data Would Not Be Indicative of the Performance of this Pool	105
Appraisals May Not Reflect Current or Future Market Value of Each Property	105
Seasoned Mortgage Loans Present Additional Risk of Repayment	108
The Performance of a Mortgage Loan and Its Related Mortgaged Property Depends in Part on Who Controls the Borrower and Mortgaged Property	108
The Borrower’s Form of Entity May Cause Special Risks	109
A Bankruptcy Proceeding May Result in Losses and Delays in Realizing on the Mortgage Loans	111
Litigation Regarding the Mortgaged Properties or Borrowers May Impair Your Distributions	112
Other Financings or Ability to Incur Other Indebtedness Entails Risk	113
Tenancies-in-Common May Hinder Recovery	115
Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions	116
Risks Associated with One Action Rules	116
State Law Limitations on Assignments of Leases and Rents May Entail Risks	116
Various Other Laws Could Affect the Exercise of Lender’s Rights	117
Risks of Anticipated Repayment Date Loans	117
The Absence of Lockboxes Entails Risks That Could Adversely Affect Distributions on Your Certificates	117
Borrower May Be Unable to Repay Remaining Principal Balance on Maturity Date or Anticipated Repayment Date; Longer Amortization Schedules and Interest-Only Provisions Increase Risk	118
Risks Related to Ground Leases and Other Leasehold Interests	119
Increases in Real Estate Taxes May Reduce Available Funds	121
State and Local Mortgage Recording Taxes May Apply Upon a Foreclosure or Deed-in-Lieu of Foreclosure and Reduce Net Proceeds	121
Risks Related to Conflicts of Interest	121
Interests and Incentives of the Originators, the Sponsors and Their Affiliates May Not Be Aligned With Your Interests	121

6 

The Servicing of the Servicing Shift Whole Loans Will Shift to Other Servicers	124
Interests and Incentives of the Underwriter Entities May Not Be Aligned With Your Interests	125
Potential Conflicts of Interest of the Master Servicers and the Special Servicers	127
Potential Conflicts of Interest of the Operating Advisor	130
Potential Conflicts of Interest of the Asset Representations Reviewer	131
Potential Conflicts of Interest of the Directing Certificateholder and the Companion Holders	132
Potential Conflicts of Interest in the Selection of the Underlying Mortgage Loans	135
Conflicts of Interest May Occur as a Result of the Rights of the Applicable Directing Certificateholder To Terminate the Special Servicer of the Applicable Whole Loan	137
Other Potential Conflicts of Interest May Affect Your Investment	137
Other Risks Relating to the Certificates	138
The Certificates Are Limited Obligations	138
The Certificates May Have Limited Liquidity and the Market Value of the Certificates May Decline	138
Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity of the Offered Certificates	138
EU Risk Retention and Due Diligence Requirements	140
Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded	141
Your Yield May Be Affected by Defaults, Prepayments and Other Factors	144
General	144
The Timing of Prepayments and Repurchases May Change Your Anticipated Yield	145
Your Yield May Be Adversely Affected By Prepayments Resulting From Earnout Reserves	147
Losses and Shortfalls May Change Your Anticipated Yield	147
Risk of Early Termination	148
Subordination of the Subordinated Certificates Will Affect the Timing of Distributions and the Application of Losses on the Subordinated Certificates	148
Payments Allocated to the RR Interest or the Non-Retained Certificates Will Not Be Available to the Non-Retained Certificates or the RR Interest, Respectively	148
Your Lack of Control Over the Issuing Entity and the Mortgage Loans Can Impact Your Investment	149
You Have Limited Voting Rights	149
The Rights of the Directing Certificateholder, the Risk Retention Consultation Party and the Operating Advisor Could Adversely Affect Your Investment	150
You Have Limited Rights to Replace the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer	152
The Rights of Companion Holders and Mezzanine Debt May Adversely Affect Your Investment	153
Risks Relating to Modifications of the Mortgage Loans	155
Sponsors May Not Make Required Repurchases or Substitutions of Defective Mortgage Loans or Pay Any Loss of Value Payment Sufficient to Cover All Losses on a Defective Mortgage Loan	156
Risks Relating to Interest on Advances and Special Servicing Compensation	156

7 

Bankruptcy of a Servicer May Adversely Affect Collections on the Mortgage Loans and the Ability to Replace the Servicer	157
The Sponsors, the Depositor and the Issuing Entity Are Subject to Bankruptcy or Insolvency Laws That May Affect the Issuing Entity’s Ownership of the Mortgage Loans	157
The Requirement of the Special Servicers to Obtain FIRREA-Compliant Appraisals May Result in an Increased Cost to the Issuing Entity	158
Tax Matters and Changes in Tax Law May Adversely Impact the Mortgage Loans or Your Investment	159
Tax Considerations Relating to Foreclosure	159
REMIC Status	159
Material Federal Tax Considerations Regarding Original Issue Discount	160
Description of the Mortgage Pool	160
General	160
Co-Originated Mortgage Loans	161
Certain Calculations and Definitions	162
Definitions	163
Certain Characteristics of Mortgage Loans Secured by Residential Cooperatives	175
Mortgage Pool Characteristics	179
Overview	179
Property Types	181
Office Properties	181
Multifamily Properties	182
Retail Properties	183
Hospitality Properties	184
Mixed Use Properties	185
Data Center Properties	185
Industrial Properties	186
Specialty Use Concentrations	186
Mortgage Loan Concentrations	188
Top Fifteen Mortgage Loans	188
Geographic Concentrations	190
Mortgaged Properties with Limited Prior Operating History	191
Tenancies-in-Common	192
Condominium Interests	192
Residential Cooperatives	192
Fee & Leasehold Estates; Ground Leases	192
Environmental Considerations	194
Redevelopment, Renovation and Expansion	197
Assessment of Property Value and Condition	198
Litigation and Other Considerations	198
Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings	199
Tenant Issues	201
Tenant Concentrations	201
Lease Expirations and Terminations	201
Expirations	201
Terminations	202
Other	204
Purchase Options and Rights of First Refusal	206
Insurance Considerations	207
Use Restrictions	209
Appraised Value	210
Non-Recourse Carveout Limitations	211

8 

Real Estate and Other Tax Considerations	213
Delinquency Information	214
Certain Terms of the Mortgage Loans	214
Amortization of Principal	214
Due Dates; Mortgage Rates; Calculations of Interest	215
ARD Loans	216
Single Purpose Entity Covenants	216
Prepayment Protections and Certain Involuntary Prepayments and Voluntary Prepayments	217
Voluntary Prepayments	218
“Due-On-Sale” and “Due-On-Encumbrance” Provisions	220
Defeasance	221
Releases; Partial Releases	222
Escrows	225
Mortgaged Property Accounts	227
Exceptions to Underwriting Guidelines	229
Additional Indebtedness	232
General	232
Whole Loans	233
Mezzanine Indebtedness	233
Other Secured Indebtedness	235
Other Unsecured Indebtedness	238
The Whole Loans	239
General	239
The Serviced Whole Loans	245
Intercreditor Agreement	246
Control Rights with respect to Serviced Pari Passu Whole Loans Other Than Servicing Shift Whole Loans	246
Control Rights with respect to Servicing Shift Whole Loans	247
Certain Rights of each Non-Controlling Holder	247
Sale of Defaulted Mortgage Loan	248
The Non-Serviced Pari Passu Whole Loans	248
Control Rights	250
Certain Rights of each Non-Controlling Holder	250
Custody of the Mortgage File	251
Sale of Defaulted Mortgage Loan	251
The Non-Serviced AB Whole Loan	252
General Motors Building Whole Loan	252
Additional Information	260
Transaction Parties	261
The Sponsors and Mortgage Loan Sellers	261
Wells Fargo Bank, National Association	261
General	261
Wells Fargo Bank, National Association’s Commercial Mortgage Securitization Program	262
Wells Fargo Bank’s Commercial Mortgage Loan Underwriting	262
Review of Mortgage Loans for Which Wells Fargo Bank is the Sponsor	268
Compliance with Rule 15Ga-1 under the Exchange Act	270
Retained Interests in This Securitization	273
Bank of America, National Association	273
Bank of America’s Commercial Mortgage Loan Underwriting Standards	274
Review of Bank of America Mortgage Loans	281
Retained Interests in This Securitization	288

9 

Morgan Stanley Mortgage Capital Holdings LLC	288
Morgan Stanley Group’s Commercial Mortgage Securitization Program	288
The Morgan Stanley Group’s Underwriting Standards	290
Repurchases and Replacements	299
Retained Interests in This Securitization	302
National Cooperative Bank, N.A.	302
General	302
National Cooperative Bank, N.A.’s Securitization Program	303
National Cooperative Bank, N.A.’s Underwriting Standards and Processes	303
Review of Mortgage Loans for Which National Cooperative Bank, N.A. is the Sponsor	308
Compliance with Rule 15Ga-1 under the Exchange Act	310
Retained Interests in This Securitization	310
The Depositor	310
The Issuing Entity	311
The Trustee	312
The Certificate Administrator	313
The Master Servicers	315
Wells Fargo Bank, National Association	315
National Cooperative Bank, N.A.	320
The Special Servicers	324
Rialto Capital Advisors, LLC	324
National Cooperative Bank, N.A.	328
The Operating Advisor and Asset Representations Reviewer	331
Credit Risk Retention	333
General	333
RR Interest	334
Retained Certificate Available Funds	334
Priority of Distributions	335
Allocation of Retained Certificate Realized Losses	336
Excess Interest	336
Qualifying CRE Loans	336
Description of the Certificates	336
General	336
Distributions	339
Method, Timing and Amount	339
Available Funds	340
Priority of Distributions	342
Pass-Through Rates	346
Interest Distribution Amount	348
Principal Distribution Amount	348
Certain Calculations with Respect to Individual Mortgage Loans	350
Excess Interest	352
Application Priority of Mortgage Loan Collections or Whole Loan Collections	352
Allocation of Yield Maintenance Charges and Prepayment Premiums	355
Assumed Final Distribution Date; Rated Final Distribution Date	357
Prepayment Interest Shortfalls	358
Subordination; Allocation of Realized Losses	359
Reports to Certificateholders; Certain Available Information	362
Certificate Administrator Reports	362
Information Available Electronically	369
Voting Rights	374
Delivery, Form, Transfer and Denomination	375

10 

Book-Entry Registration	375
Definitive Certificates	378
Certificateholder Communication	379
Access to Certificateholders’ Names and Addresses	379
Requests to Communicate	379
List of Certificateholders	380
Description of the Mortgage Loan Purchase Agreements	380
General	380
Dispute Resolution Provisions	389
Asset Review Obligations	390
Pooling and Servicing Agreement	390
General	390
Assignment of the Mortgage Loans	391
Servicing Standard	391
Subservicing	393
Advances	394
P&I Advances	394
Servicing Advances	395
Nonrecoverable Advances	396
Recovery of Advances	397
Accounts	399
Withdrawals from the Collection Accounts	401
Servicing and Other Compensation and Payment of Expenses	404
General	404
Master Servicing Compensation	409
Special Servicing Compensation	412
Disclosable Special Servicer Fees	416
Certificate Administrator and Trustee Compensation	417
Operating Advisor Compensation	417
Asset Representations Reviewer Compensation	418
CREFC® Intellectual Property Royalty License Fee	419
Appraisal Reduction Amounts	419
Maintenance of Insurance	427
Modifications, Waivers and Amendments	431
Enforcement of “Due-on-Sale” and “Due-on-Encumbrance” Provisions	438
Inspections	440
Collection of Operating Information	441
Special Servicing Transfer Event	441
Asset Status Report	444
Realization Upon Mortgage Loans	448
Sale of Defaulted Loans and REO Properties	450
The Directing Certificateholder	453
General	453
Major Decisions	455
Asset Status Report	458
Replacement of a Special Servicer	459
Control Termination Event and Consultation Termination Event	459
Servicing Override	461
Rights of the Directing Certificateholder with respect to Non-Serviced Mortgage Loans or Servicing Shift Whole Loans	462
Rights of the Holders of Serviced Pari Passu Companion Loans	463
Limitation on Liability of Directing Certificateholder	463
The Operating Advisor	464

11 

General	464
Duties of Operating Advisor at All Times	465
Duties of Operating Advisor While a Control Termination Event Has Occurred and Is Continuing	466
Recommendation of the Replacement of a Special Servicer	468
Eligibility of Operating Advisor	469
Other Obligations of Operating Advisor	469
Delegation of Operating Advisor’s Duties	470
Termination of the Operating Advisor With Cause	470
Rights Upon Operating Advisor Termination Event	471
Waiver of Operating Advisor Termination Event	472
Termination of the Operating Advisor Without Cause	472
Resignation of the Operating Advisor	473
Operating Advisor Compensation	473
The Asset Representations Reviewer	473
Asset Review	473
Asset Review Trigger	473
Asset Review Vote	475
Review Materials	476
Asset Review	477
Eligibility of Asset Representations Reviewer	479
Other Obligations of Asset Representations Reviewer	479
Delegation of Asset Representations Reviewer’s Duties	480
Asset Representations Reviewer Termination Events	480
Rights Upon Asset Representations Reviewer Termination Event	481
Termination of the Asset Representations Reviewer Without Cause	481
Resignation of Asset Representations Reviewer	482
Asset Representations Reviewer Compensation	482
Limitation on Liability of Risk Retention Consultation Party	482
Replacement of a Special Servicer Without Cause	483
Replacement of a Special Servicer After Operating Advisor Recommendation and Certificateholder Vote	486
Termination of a Master Servicer or Special Servicer for Cause	487
Servicer Termination Events	487
Rights Upon Servicer Termination Event	488
Waiver of Servicer Termination Event	490
Resignation of a Master Servicer or Special Servicer	490
Limitation on Liability; Indemnification	491
Enforcement of Mortgage Loan Seller’s Obligations Under the MLPA	494
Dispute Resolution Provisions	495
Certificateholder’s Rights When a Repurchase Request Is Initially Delivered by a Certificateholder	495
Repurchase Request Delivered by a Party to the PSA	495
Resolution of a Repurchase Request	496
Mediation and Arbitration Provisions	499
Servicing of the Non-Serviced Mortgage Loans	500
General	500
Servicing of the General Motors Building Mortgage Loan	503
Servicing of the 411 East Wisconsin Mortgage Loan	504
Servicing of the First Stamford Place Mortgage Loan	505
Servicing of the Servicing Shift Mortgage Loans	505
Rating Agency Confirmations	506
Evidence as to Compliance	509

12 

Limitation on Rights of Certificateholders to Institute a Proceeding	510
Termination; Retirement of Certificates	511
Amendment	512
Resignation and Removal of the Trustee and the Certificate Administrator	515
Governing Law; Waiver of Jury Trial; and Consent to Jurisdiction	516
Certain Legal Aspects of Mortgage Loans	517
General	518
Types of Mortgage Instruments	518
Leases and Rents	518
Personalty	519
Foreclosure	519
General	519
Foreclosure Procedures Vary from State to State	519
Judicial Foreclosure	520
Equitable and Other Limitations on Enforceability of Certain Provisions	520
Nonjudicial Foreclosure/Power of Sale	520
Public Sale	521
Rights of Redemption	522
Anti-Deficiency Legislation	522
Leasehold Considerations	523
Cooperative Shares	523
Bankruptcy Laws	524
Environmental Considerations	530
General	530
Superlien Laws	530
CERCLA	531
Certain Other Federal and State Laws	531
Additional Considerations	532
Due-on-Sale and Due-on-Encumbrance Provisions	532
Subordinate Financing	532
Default Interest and Limitations on Prepayments	533
Applicability of Usury Laws	533
Americans with Disabilities Act	533
Servicemembers Civil Relief Act	534
Anti-Money Laundering, Economic Sanctions and Bribery	534
Potential Forfeiture of Assets	535
Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties	535
Pending Legal Proceedings Involving Transaction Parties	537
Use of Proceeds	538
Yield and Maturity Considerations	538
Yield Considerations	538
General	538
Rate and Timing of Principal Payments	538
Losses and Shortfalls	540
Certain Relevant Factors Affecting Loan Payments and Defaults	540
Delay in Payment of Distributions	541
Yield on the Certificates with Notional Amounts	541
Weighted Average Life	542
Pre-Tax Yield to Maturity Tables	547
Material Federal Income Tax Considerations	551
General	551
Qualification as a REMIC	553

13 

Status of Offered Certificates	555
Taxation of Regular Interests	555
General	555
Original Issue Discount	555
Acquisition Premium	558
Market Discount	558
Premium	559
Election To Treat All Interest Under the Constant Yield Method	559
Treatment of Losses	560
Yield Maintenance Charges and Prepayment Premiums	561
Sale or Exchange of Regular Interests	561
Taxes That May Be Imposed on a REMIC	562
Prohibited Transactions	562
Contributions to a REMIC After the Startup Day	562
Net Income from Foreclosure Property	562
Bipartisan Budget Act of 2015	563
Taxation of Certain Foreign Investors	563
FATCA	564
Backup Withholding	565
Information Reporting	565
3.8% Medicare Tax on “Net Investment Income”	565
Reporting Requirements	565
Certain State and Local Tax Considerations	566
Method of Distribution (Underwriter)	566
Incorporation of Certain Information by Reference	570
Where You Can Find More Information	570
Financial Information	571
Certain ERISA Considerations	571
General	571
Plan Asset Regulations	572
Administrative Exemptions	572
Insurance Company General Accounts	576
Legal Investment	577
Legal Matters	578
Ratings	578
Index of Defined Terms	581

Annex A-1:	Certain Characteristics of the Mortgage Loans and Mortgaged Properties	A-1-1
Annex A-2:	Mortgage Pool Information (Tables)	A-2-1
Annex A-3:	Summaries of the Fifteen Largest Mortgage Loans	A-3-1
Annex A-4:	Moffett Place B4 Amortization Schedule	A-4-1
Annex B:	Form of Distribution Date Statement	B-1
Annex C:	Form of Operating Advisor Annual Report	C-1
Annex D-1:	Mortgage Loan Representations and Warranties	D-1-1
Annex D-2:	Exceptions to Mortgage Loan Representations and Warranties	D-2-1
Annex E:	Class A-SB Planned Principal Balance Schedule	E-1

14 

Important Notice Regarding the Offered Certificates

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

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

THE OFFERED CERTIFICATES REFERRED TO IN THIS PROSPECTUS 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 RESPECTIVE EMPLOYEES MAY FROM TIME TO TIME HAVE A LONG OR SHORT POSITION IN ANY CONTRACT OR CERTIFICATE DISCUSSED IN THESE MATERIALS.

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

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

THERE IS CURRENTLY NO SECONDARY MARKET FOR THE OFFERED CERTIFICATES. WE CANNOT ASSURE YOU THAT A SECONDARY MARKET WILL DEVELOP OR, IF A SECONDARY MARKET DOES DEVELOP, THAT IT WILL PROVIDE HOLDERS OF THE OFFERED CERTIFICATES WITH LIQUIDITY OF INVESTMENT OR THAT IT WILL CONTINUE FOR THE TERM OF THE OFFERED CERTIFICATES. THE UNDERWRITERS CURRENTLY INTEND TO MAKE A MARKET IN THE OFFERED CERTIFICATES BUT ARE UNDER NO OBLIGATION TO DO SO. ACCORDINGLY, PURCHASERS MUST BE PREPARED TO BEAR THE RISKS OF THEIR INVESTMENTS FOR AN INDEFINITE PERIOD. SEE “RISK FACTORS—OTHER RISKS RELATING TO THE CERTIFICATES—THE CERTIFICATES MAY HAVE LIMITED LIQUIDITY AND THE MARKET VALUE OF THE CERTIFICATES MAY DECLINE” IN THIS PROSPECTUS.

15 

Important Notice About Information Presented in this Prospectus

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

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

● Summary of Certificates, commencing on page 3 of this prospectus, which sets forth important statistical information relating to the certificates;

● Summary of Terms, commencing on page 23 of this prospectus, which gives a brief introduction of the key features of the certificates and a description of the mortgage loans; and

● Risk Factors, commencing on page 63 of this prospectus, which describes risks that apply to the certificates.

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

Certain capitalized terms are defined and used in this prospectus to assist you in understanding the terms of the offered certificates and this offering. The capitalized terms used in this prospectus are defined on the pages indicated under the caption “Index of Defined Terms” commencing on page 581 of this prospectus.

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

In this prospectus:

● the terms “depositor”, “we”, “us” and “our” refer to Wells Fargo Commercial Mortgage Securities, Inc.;

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

● references to a “pooling and servicing agreement” (other than the BANK 2017-BNK7 pooling and servicing agreement) governing the servicing of any mortgage loan should be construed to refer to any relevant pooling and servicing agreement, trust and servicing agreement or other primary transaction agreement governing the servicing of such mortgage loan; and

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

16 

NOTICE TO RESIDENTS WITHIN EUROPEAN ECONOMIC AREA

THIS PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSES OF THE PROSPECTUS DIRECTIVE. THIS PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF OFFERED CERTIFICATES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A “RELEVANT MEMBER STATE”) WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS DIRECTIVE (AS DEFINED BELOW) FROM THE REQUIREMENT TO PUBLISH A PROSPECTUS FOR OFFERS OF CERTIFICATES. ACCORDINGLY ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THAT RELEVANT MEMBER STATE OF CERTIFICATES WHICH ARE THE SUBJECT OF AN OFFERING CONTEMPLATED IN THIS PROSPECTUS AS COMPLETED BY FINAL TERMS IN RELATION TO THE OFFER OF THOSE CERTIFICATES MAY ONLY DO SO IN CIRCUMSTANCES IN WHICH NO OBLIGATION ARISES FOR THE DEPOSITOR, THE ISSUING ENTITY OR AN UNDERWRITER TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE IN RELATION TO SUCH OFFER.

NONE OF THE DEPOSITOR, THE ISSUING ENTITY OR ANY OF THE UNDERWRITERS HAS AUTHORIZED, NOR DOES ANY OF THEM AUTHORIZE, THE MAKING OF ANY OFFER OF OFFERED CERTIFICATES IN CIRCUMSTANCES IN WHICH AN OBLIGATION ARISES FOR THE DEPOSITOR, THE ISSUING ENTITY OR AN UNDERWRITER TO PUBLISH OR SUPPLEMENT A PROSPECTUS FOR SUCH OFFER.

FOR THE PURPOSES OF THIS PROVISION AND THE PROVISION IMMEDIATELY BELOW, “PROSPECTUS DIRECTIVE” MEANS DIRECTIVE 2003/71/EC (AS AMENDED, INCLUDING BY DIRECTIVE 2010/73/EU), AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT MEMBER STATE.

EUROPEAN ECONOMIC AREA SELLING RESTRICTIONS

IN RELATION TO EACH RELEVANT MEMBER STATE, EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT, WITH EFFECT FROM AND INCLUDING THE DATE ON WHICH THE PROSPECTUS DIRECTIVE IS IMPLEMENTED IN THAT RELEVANT MEMBER STATE, IT HAS NOT MADE AND WILL NOT MAKE AN OFFER OF THE CERTIFICATES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED BY THIS PROSPECTUS TO THE PUBLIC IN THAT RELEVANT MEMBER STATE OTHER THAN:

(A)       TO ANY LEGAL ENTITY WHICH IS A “QUALIFIED INVESTOR” AS DEFINED IN THE PROSPECTUS DIRECTIVE;

(B)       TO FEWER THAN 150 NATURAL OR LEGAL PERSONS (OTHER THAN “QUALIFIED INVESTORS” AS DEFINED IN THE PROSPECTUS DIRECTIVE) SUBJECT TO OBTAINING THE PRIOR CONSENT OF THE RELEVANT UNDERWRITER OR UNDERWRITERS NOMINATED BY THE DEPOSITOR FOR ANY SUCH OFFER; OR

(C)       IN ANY OTHER CIRCUMSTANCES FALLING WITHIN ARTICLE 3(2) OF THE PROSPECTUS DIRECTIVE;

PROVIDED THAT NO SUCH OFFER OF THE OFFERED CERTIFICATES REFERRED TO IN CLAUSES (A) TO (C) ABOVE SHALL REQUIRE THE DEPOSITOR, THE ISSUING ENTITY OR ANY UNDERWRITER TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE.

FOR THE PURPOSES OF THE PRIOR PARAGRAPH, THE EXPRESSION AN “OFFER OF THE CERTIFICATES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED BY THIS

17 

PROSPECTUS TO THE PUBLIC” IN RELATION TO ANY OFFERED CERTIFICATE IN ANY RELEVANT MEMBER STATE MEANS THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE CERTIFICATES TO BE OFFERED SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE OR SUBSCRIBE TO THE OFFERED CERTIFICATES, AS THE SAME MAY BE VARIED IN THAT RELEVANT MEMBER STATE BY ANY MEASURE IMPLEMENTING THE PROSPECTUS DIRECTIVE IN THAT RELEVANT MEMBER STATE.

NOTICE TO RESIDENTS OF THE UNITED KINGDOM

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

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

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

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

18 

UNITED KINGDOM SELLING RESTRICTIONS

EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT:

(A)       IT HAS ONLY COMMUNICATED OR CAUSED TO BE COMMUNICATED AND WILL ONLY COMMUNICATE OR CAUSE TO BE COMMUNICATED AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (“FSMA”)) RECEIVED BY IT IN CONNECTION WITH THE ISSUE OR SALE OF THE OFFERED CERTIFICATES IN CIRCUMSTANCES IN WHICH SECTION 21(1) OF THE FSMA DOES NOT APPLY TO THE ISSUING ENTITY OR THE DEPOSITOR; AND

(B)       IT HAS COMPLIED AND WILL COMPLY WITH ALL APPLICABLE PROVISIONS OF THE FSMA WITH RESPECT TO ANYTHING DONE BY IT IN RELATION TO THE OFFERED CERTIFICATES IN, FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM.

PEOPLE’S REPUBLIC OF CHINA

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

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

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

HONG KONG

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

EACH UNDERWRITER HAS REPRESENTED, WARRANTED AND AGREED THAT: (1) IT HAS NOT OFFERED OR SOLD AND WILL NOT OFFER OR SELL IN HONG KONG, BY MEANS OF ANY DOCUMENT, ANY OFFERED CERTIFICATES (EXCEPT FOR CERTIFICATES WHICH ARE A “STRUCTURED PRODUCT” AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE (CAP. 571) (THE “SFO”) OF HONG KONG) OTHER THAN (A) TO “PROFESSIONAL INVESTORS” AS DEFINED IN THE SFO AND ANY RULES OR REGULATIONS MADE UNDER

19 

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

W A R N I N G

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

SINGAPORE

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

WHERE THE OFFERED CERTIFICATES ARE SUBSCRIBED OR PURCHASED UNDER SECTION 275 OF THE SFA BY A RELEVANT PERSON WHICH IS: (A) A CORPORATION (WHICH IS NOT AN ACCREDITED INVESTOR (AS DEFINED IN SECTION 4A OF THE SFA)) THE SOLE BUSINESS OF WHICH IS TO HOLD INVESTMENTS AND THE ENTIRE SHARE CAPITAL OF WHICH IS OWNED BY ONE OR MORE INDIVIDUALS, EACH OF WHOM IS AN ACCREDITED INVESTOR; OR (B) A TRUST (WHERE THE TRUSTEE IS NOT AN ACCREDITED INVESTOR) WHOSE SOLE PURPOSE IS TO HOLD INVESTMENTS AND EACH BENEFICIARY IS AN ACCREDITED INVESTOR, SECURITIES (AS DEFINED IN SECTION 239(1) OF THE SFA) OF THAT CORPORATION OR THE BENEFICIARIES’ RIGHTS AND INTEREST (HOWSOEVER

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DESCRIBED) IN THAT TRUST SHALL NOT BE TRANSFERABLE FOR 6 MONTHS AFTER THAT CORPORATION OR THAT TRUST HAS ACQUIRED THE OFFERED CERTIFICATES UNDER SECTION 275 OF THE SFA EXCEPT: (1) TO AN INSTITUTIONAL INVESTOR UNDER SECTION 274 OF THE SFA OR TO A RELEVANT PERSON (AS DEFINED IN SECTION 275(2) OF THE SFA), OR TO ANY PERSON PURSUANT TO AN OFFER THAT IS MADE ON TERMS THAT SUCH SHARES, DEBENTURES AND UNITS OF SHARES AND DEBENTURES OF THAT CORPORATION OR SUCH RIGHTS OR INTEREST IN THAT TRUST ARE ACQUIRED AT A CONSIDERATION OF NOT LESS THAN 200,000 SINGAPORE DOLLARS (OR ITS EQUIVALENT IN A FOREIGN CURRENCY) FOR EACH TRANSACTION, WHETHER SUCH AMOUNT IS TO BE PAID FOR IN CASH OR BY EXCHANGE OF SECURITIES OR OTHER ASSETS, AND FURTHER FOR CORPORATIONS, IN ACCORDANCE WITH THE CONDITIONS SPECIFIED IN SECTION 275(1A) OF THE SFA; (2) WHERE NO CONSIDERATION IS GIVEN FOR THE TRANSFER; (3) WHERE THE TRANSFER IS BY OPERATION OF LAW; OR (4) AS SPECIFIED IN SECTION 276(7) OF THE SFA.

SOUTH KOREA

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

JAPAN

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

NOTICE TO RESIDENTS OF CANADA

THE OFFERED CERTIFICATES MAY BE SOLD IN CANADA ONLY TO PURCHASERS PURCHASING, OR DEEMED TO BE PURCHASING, AS PRINCIPAL THAT ARE ACCREDITED INVESTORS, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND ARE PERMITTED CLIENTS, AS DEFINED IN NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS,

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EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS. ANY RESALE OF THE OFFERED CERTIFICATES MUST BE MADE IN ACCORDANCE WITH AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE PROSPECTUS REQUIREMENTS OF APPLICABLE SECURITIES LAWS.

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

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

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Summary of Terms

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

Relevant Parties

Title of Certificates Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7.

Depositor Wells Fargo Commercial Mortgage Securities, Inc., a North Carolina corporation, a wholly-owned subsidiary of Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of America, which is a direct, wholly-owned subsidiary of Wells Fargo & Company, a Delaware corporation. The depositor’s address is 301 South College Street, Charlotte, North Carolina 28288–0166 and its telephone number is (704) 374-6161. See “Transaction Parties—The Depositor”.

Issuing Entity BANK 2017-BNK7, a New York common law trust, to be established on the closing date under the pooling and servicing agreement. For more detailed information, see “Transaction Parties—The Issuing Entity”.

Sponsors and Originators The sponsors of this transaction are:

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

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

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

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

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

The originators of this transaction are:

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

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

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

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

● National Consumer Cooperative Bank, a federally chartered corporation

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

Sellers of the Mortgage Loans

Mortgage Loan Seller	Originator(1)	Number of Mortgage Loans	Aggregate Principal Balance of Mortgage Loans	Approx. % of Initial Pool Balance
Wells Fargo Bank, National Association	Wells Fargo Bank, National Association	16	$    421,551,161	34.7%
Morgan Stanley Mortgage Capital Holdings LLC	Morgan Stanley Bank, N.A.	15	399,477,536	32.9
Bank of America, National Association	Bank of America, N.A.	16	327,059,028	26.9
National Cooperative Bank, N.A.	National Cooperative Bank, N.A. or National Consumer Cooperative Bank	18	65,727,201	5.4
Total		65	$ 1,213,814,926	100.0%

⁽¹⁾ Certain of the Wells Fargo Bank, National Association, Bank of America, National Association, Morgan Stanley Mortgage Capital Holdings LLC and National Cooperative Bank, N.A. mortgage loans were co-originated by the related mortgage loan seller and another entity or were originated by another entity and transferred to the mortgage loan seller. See “Description of the Mortgage Pool—Co-Originated Mortgage Loans”.

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

Master Servicers Wells Fargo Bank, National Association will be the master servicer with respect to forty-seven (47) of the mortgage loans, representing approximately 94.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. National Cooperative Bank, N.A. will act as the master servicer under the pooling and servicing agreement with respect to eighteen (18) of the mortgage loans (namely, those mortgage loans that are expected to be sold to the depositor by National Cooperative Bank, N.A.), representing approximately 5.4% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. Each master servicer will be responsible for the master servicing and administration of the applicable mortgage loans and any related companion loan pursuant to the pooling and servicing agreement (other than any mortgage loan or companion loan that is part of a whole loan and serviced under the related trust and servicing agreement or

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pooling and servicing agreement, as applicable, related to the transaction indicated in the table entitled “Non-Serviced Whole Loans” under “—The Mortgage Pool—Whole Loans” below). The principal west coast commercial mortgage master servicing offices of Wells Fargo Bank, National Association are located at MAC A0227-020, 1901 Harrison Street, Oakland, California 94612. The principal east coast commercial mortgage master servicing offices of Wells Fargo Bank, National Association are located at Three Wells Fargo, MAC D1050 084, 401 South Tryon Street, Charlotte, North Carolina 28202. The principal servicing offices of National Cooperative Bank, N.A. are located at 2011 Crystal Drive, Suite 800, Arlington, VA 22202. See “Transaction Parties—The Master Servicers” and “Pooling and Servicing Agreement”.

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

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

Special Servicers Rialto Capital Advisors, LLC, a Delaware limited liability company, will act as initial special servicer with respect to forty-seven (47) of the mortgage loans, representing approximately 94.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. National Cooperative Bank, N.A. will act as the special servicer with respect to eighteen (18) of the mortgage loans (namely, those mortgage loans that are secured by residential cooperative properties and are expected to be sold to the depositor by National Cooperative Bank, N.A.), representing approximately 5.4% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. Rialto Capital Advisors, LLC and National Cooperative Bank, N.A. will each act as special servicer with respect to the applicable mortgage loans (other than any excluded special servicer loans) and any related companion loan other than with respect

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to the non-serviced mortgage loans and related companion loan(s) set forth in the table entitled “Non-Serviced Whole Loans” under “—The Mortgage Pool—Whole Loans” below. Rialto Capital Advisors, LLC and National Cooperative Bank, N.A., in their respective capacities as special servicers, will be primarily responsible for (i) making decisions and performing certain servicing functions with respect to such mortgage loans and any related companion loan as to which a special servicing transfer event (such as a default or an imminent default) has occurred and (ii) in certain circumstances, reviewing, evaluating, processing and providing or withholding consent as to certain major decisions relating to such mortgage loans and any related companion loan for which a special servicing transfer event has not occurred, in each case pursuant to the pooling and servicing agreement for this transaction. The principal servicing offices of Rialto Capital Advisors, LLC are located at 790 NW 107^th Avenue, 4th Floor, Miami, Florida 33172. The principal servicing offices of National Cooperative Bank, N.A. are located at 2011 Crystal Drive, Suite 800, Arlington, VA 22202. See “Transaction Parties—The Special Servicers” and “Pooling and Servicing Agreement”.

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

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certificateholder or the holder of the majority of the controlling class of certificates), the resigning special servicer will be required to select the related excluded special servicer. See “—Directing Certificateholder” below and “Pooling and Servicing Agreement—Termination of a Master Servicer or Special Servicer for Cause”. Any excluded special servicer will be required to perform all of the obligations of the applicable special servicer and will be entitled to all special servicing compensation with respect to such excluded special servicer loan earned during such time as the related mortgage loan is an excluded special servicer loan.

Rialto Capital Advisors, LLC is expected to be appointed a special servicer by RREF III Debt AIV, LP (or another affiliate of Rialto Capital Advisors, LLC), which, on the closing date, is expected to be appointed (or to appoint an affiliate) as the initial directing certificateholder. RREF III Debt AIV, LP is expected to also consent to the appointment of National Cooperative Bank, N.A. as special servicer with respect to eighteen (18) mortgage loans secured by residential cooperative properties that are expected to be sold to the depositor by National Cooperative Bank, N.A., and may replace National Cooperative Bank, N.A. in such capacity pursuant to the terms of the pooling and servicing agreement. See “Pooling and Servicing Agreement—The Directing Certificateholder”.

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

The special servicer of each non-serviced mortgage loan is set forth in the table below entitled “Non-Serviced Whole Loans” under “—The Mortgage Pool—Whole Loans”. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Trustee Wilmington Trust, National Association will act as trustee. The corporate trust office of the trustee is located at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee BANK 2017-BNK7. Following the transfer of the mortgage loans, the trustee, on behalf of the issuing entity, will become the

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mortgagee of record for each mortgage loan (other than a non-serviced mortgage loan) and any related companion loan. See “Transaction Parties—The Trustee” and “Pooling and Servicing Agreement”.

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

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

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

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

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The custodian with respect to each non-serviced mortgage loan will be the entity set forth in the table below entitled “Non-Serviced Whole Loans” under “—The Mortgage Pool—Whole Loans”, as custodian under the trust and servicing agreement or pooling and servicing agreement, as applicable, for the indicated transaction. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

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

Asset Representations

Reviewer Pentalpha Surveillance LLC, a Delaware limited liability company, will also be serving as the asset representations reviewer. The asset representations reviewer will be required to review certain delinquent mortgage loans after a specified delinquency threshold has been exceeded and the required percentage of certificateholders vote to direct a review of such delinquent mortgage loans. See “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” and “Pooling and Servicing Agreement—The Asset Representations Reviewer”.

Directing Certificateholder The directing certificateholder will have certain consent and consultation rights in certain circumstances with respect to the mortgage loans (other than certain excluded loans as described in the next paragraph), as further described in this prospectus. The directing certificateholder will generally be the controlling class certificateholder (or its representative) selected by more than a specified percentage of the controlling class certificateholders (by certificate balance, as certified by the certificate registrar from time to time as provided for in the pooling and servicing agreement).

With respect to the directing certificateholder or the holder of the majority of the controlling class certificates, an “excluded loan” is a mortgage loan or whole loan with respect to which the directing

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certificateholder or the holder of the majority of the controlling class certificates (by certificate balance), is a borrower, a mortgagor, a manager of a mortgaged property, the holder of a mezzanine loan that has accelerated the related mezzanine loan (subject to certain exceptions) or commenced foreclosure or enforcement proceedings against the equity collateral pledged to secure the related mezzanine loan, or any borrower party affiliate thereof. However, in certain circumstances (such as when no directing certificateholder has been appointed and no one holder owns the largest aggregate certificate balance of the controlling class) there may be no directing certificateholder even if there is a controlling class. See “Pooling and Servicing Agreement—The Directing Certificateholder”.

The controlling class will be, as of any time of determination, the most subordinate certificates among the Class F and Class G certificates that has a certificate balance, as notionally reduced by any allocated cumulative appraisal reduction amounts allocable to such certificates, in the manner described under “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses, at least equal to 25% of the initial certificate balance of such classes. As of the closing date, the controlling class will be the Class G certificates. Notwithstanding the preceding sentence, during such time as the Class F certificates would be the controlling class, the holders of such certificates will have the right to irrevocably waive their right to appoint a directing certificateholder or to exercise any of the rights of the controlling class certificateholder. No class of certificates, other than as described above, will be eligible to act as the controlling class or appoint a directing certificateholder.

It is anticipated that on the closing date, RREF III Debt AIV, LP (an affiliate of Rialto Capital Advisors, LLC) will purchase the Class E, Class F, Class G, Class X-E, Class X-F, Class X-G and Class V certificates), and that RREF III Debt AIV, LP (or another affiliate of Rialto Capital Advisors, LLC) is expected to be appointed as the initial directing certificateholder with respect to each mortgage loan (other than (i) any non-serviced mortgage loan, (ii) any servicing shift mortgage loan or (iii) any excluded loan with respect to the directing certificateholder).

With respect to a servicing shift whole loan, the holder of the related companion loan identified in the related intercreditor agreement as the controlling note will be the controlling noteholder with respect to such servicing

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shift whole loan, and will be entitled to certain consent and consultation rights with respect to such servicing shift whole loan, which are substantially similar, but not identical, to those of the directing certificateholder under the pooling and servicing agreement for this securitization. From and after the related servicing shift securitization date, the rights of the controlling noteholder of such servicing shift whole loan are expected to be exercisable by the directing certificateholder (or the equivalent) under the servicing shift pooling and servicing agreement. The directing certificateholder of this securitization will only have limited consultation rights with respect to certain servicing matters or mortgage loan modifications affecting the servicing shift mortgage loans. See “Description of the Mortgage Pool—The Whole Loans”.

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

Risk Retention

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

With respect to the risk retention consultation party or the holder of the majority of the RR Interest, an “excluded loan” is a mortgage loan or whole loan with respect to which such party is a borrower, a mortgagor, a manager of a mortgaged property, the holder of a mezzanine loan that has accelerated the related mezzanine loan or commenced foreclosure or

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enforcement proceedings against the equity collateral pledged to secure the related mezzanine loan, or any borrower party affiliate thereof.

Certain Affiliations

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

Relevant Dates And Periods

Cut-off Date The mortgage loans will be considered part of the trust fund as of their respective cut-off dates. The cut-off date with respect to each mortgage loan is the respective due date for the monthly debt service payment that is due in September 2017 (or, in the case of any mortgage loan that has its first due date in October 2017, the date that would have been its due date in September 2017 under the terms of that mortgage loan if a monthly debt service payment were scheduled to be due in that month).

Closing Date On or about September 28, 2017.

Distribution Date The 4th business day following each determination date. The first distribution date will be in October 2017.

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

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

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

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

Collection Period For any mortgage loan to be held by the issuing entity and any distribution date, the period commencing on the day immediately following the due date for such mortgage loan in the month preceding the month in which that distribution date occurs and ending on and including the due date for such mortgage loan in the month in which that distribution date occurs. However, in the event that the last day of a collection period is not a business day, any periodic payments received with respect to the mortgage loans relating to that collection period on the business day immediately following that last day will be deemed to have been received during that collection period and not during any other collection period.

Assumed Final

Distribution Date; Rated

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

Class	Assumed Final Distribution Date
Class A-1	June 2022
Class A-2	June 2022
Class A-3	July 2025
Class A-SB	April 2027
Class A-4	August 2027
Class A-5	September 2027
Class X-A	NAP
Class X-B	NAP
Class A-S	September 2027
Class B	September 2027
Class C	September 2027

The rated final distribution date will be the distribution date in September 2060.

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Transaction Overview

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

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

 

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Offered Certificates

General We are offering the following classes of commercial mortgage pass-through certificates as part of Series 2017-BNK7:

● Class A-1

● Class A-2

● Class A-3

● Class A-SB

● Class A-4

● Class A-5

● Class X-A

● Class X-B

● Class A-S

● Class B

● Class C

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

Certificate Balances,

Notional Amounts and

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

Class	Approx. Initial Aggregate Certificate Balance or Notional Amount		Approx. % of Initial Pool Balance	Approx. Initial Pass- Through Rate(1)	Approx. Initial Credit Support(2)
Class A-1	$	32,602,000	2.686%	1.9840%	30.000%
Class A-2	$	35,234,000	2.903%	3.0610%	30.000%
Class A-3	$	44,439,000	3.661%	3.0920%	30.000%
Class A-SB	$	50,058,000	4.124%	3.2650%	30.000%
Class A-4	$	310,000,000	25.539%	3.1750%	30.000%
Class A-5	$	334,853,000	27.587%	3.4350%	30.000%
Class X-A	$	807,186,000	NAP	0.8281%	NAP
Class X-B	$	233,508,000	NAP	0.2156%	NAP
Class A-S	$	144,141,000	11.875%	3.7480%	17.500%
Class B	$	50,449,000	4.156%	3.9490%	13.125%
Class C	$	38,918,000	3.206%	4.0589%	9.750%

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⁽¹⁾ The pass-through rates for the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates will, in each case, be a fixed rate per annum equal to the pass-through rate set forth opposite such class in the table. The pass-through rates for the Class A-S and Class B certificates will, in each case, be a variable rate per annum equal to the lesser of (i) a fixed rate per annum equal to the pass-through rate set forth opposite such class in the table and (ii) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date. The pass-through rate for the Class C certificates will be a variable rate per annum equal to the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date. The pass-through rate for the Class X-A certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the weighted average of the pass-through rates on the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates for the related distribution date, weighted on the basis of their respective aggregate certificate balances outstanding immediately prior to that distribution date. The pass-through rate for the Class X-B certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the weighted average of the pass-through rates on the Class A-S, Class B and Class C certificates for the related distribution date, weighted on the basis of their respective aggregate certificate balances outstanding immediately prior to that distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.

⁽²⁾ The approximate initial credit support with respect to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates represents the approximate credit enhancement for the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates in the aggregate. The RR Interest provides credit support only to the limited extent that it is allocated a portion of any losses incurred on the underlying mortgage loans, which such losses are allocated between it, on the one hand, and the non-retained certificates, on the other hand, pro rata, in accordance with their respective percentage allocation entitlement. See “Credit Risk Retention”.

Pass-Through Rates

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

B. Interest Rate

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

For purposes of calculating the pass-through rates on the Class X-A and Class X-B certificates and any other class of certificates that has a pass-through rate limited by, equal to or based on the weighted average net

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mortgage interest rate (which calculation does not include any companion loan interest rate), the mortgage loan interest rates will not reflect any default interest rate, any loan term modifications agreed to by either special servicer or any modifications resulting from a borrower’s bankruptcy or insolvency.

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

C. Servicing and

    Administration Fees Each of the master servicers and the special servicers is entitled to a servicing fee or special servicing fee, as the case may be, from the interest payments on each mortgage loan (other than any non-serviced mortgage loan with respect to the special servicing fee only), any related serviced companion loan and any related REO loans and, with respect to the special servicing fees, if the related mortgage loan interest payments (or other collections in respect of the related mortgage loan or mortgaged property) are insufficient, then from general collections on all mortgage loans.

The servicing fee for each distribution date, including the master servicing fee and the portion of the servicing fee payable to any primary servicer or subservicer, is calculated on the outstanding principal amount of each mortgage loan (including any non-serviced mortgage loan) and any related serviced companion loan at a servicing fee rate equal to a per annum rate ranging from 0.00375% to 0.08250%.

The special servicing fee for each distribution date is calculated based on the outstanding principal amount of each mortgage loan (other than any non-serviced mortgage loan) and any related serviced companion loan as to which a special servicing transfer event has occurred (including any REO loans), on a loan-by-loan basis at the special servicing fee rate equal to (a) with respect to Rialto Capital Advisors, LLC, the greater of a per annum rate of 0.25000% and the per annum rate that would result in a special servicing fee for the related month of (i) $3,500 or (ii) with respect to any mortgage

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loan with respect to which the risk retention consultation party is entitled to consult with the special servicer, for so long as the related mortgage loan is a specially serviced loan during the occurrence and continuance of a consultation termination event, $5,000 and (b) with respect to National Cooperative Bank, N.A., the greater of 0.25% and the per annum rate that would result in a special servicing fee of $1,000 for the related month.

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

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

The certificate administrator fee for each distribution date is calculated on the outstanding principal amount of each mortgage loan (including any REO loan and any non-serviced mortgage loan, but not any companion loan) at a per annum rate equal to 0.00580%. The trustee fee is payable by the certificate administrator from the certificate administrator fee and is equal to $290 per month.

The operating advisor will be entitled to a fee on each distribution date calculated on the outstanding principal amount of each mortgage loan and REO loan (excluding any non-serviced mortgage loan or servicing shift mortgage loan and any related companion loan) at a per annum rate equal to 0.00173%. In addition, the operating advisor will be entitled to an upfront fee of $10,000. The operating advisor will also be entitled under certain circumstances to a consulting fee.

The asset representations reviewer will be entitled to an upfront fee of $5,000 on the closing date. As compensation for the performance of its routine duties, the asset representations reviewer will be entitled to a fee on each distribution date calculated on the outstanding principal amount of each mortgage loan and REO loan (including any non-serviced mortgage loan, but excluding any related companion loan(s)) at a per annum rate equal to 0.00025%. Upon the completion of any asset review with respect to each delinquent loan, the asset representations reviewer will be entitled to a

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per loan fee in an amount described in “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses—Asset Representations Reviewer Compensation”.

Each party to the pooling and servicing agreement will also be entitled to be reimbursed by the issuing entity for costs, expenses and liabilities borne by them in certain circumstances. Fees and expenses payable by the issuing entity to any party to the pooling and servicing agreement are generally payable prior to any distributions to certificateholders.

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

Payment of the fees and reimbursement of the costs and expenses described above will generally have priority over the distribution of amounts payable to the certificateholders. See “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses”, “—Termination of a Master Servicer or Special Servicer For Cause” and “—Limitation on Liability; Indemnification”.

With respect to each non-serviced mortgage loan set forth in the table below, the master servicer under the related trust and servicing agreement or pooling and servicing agreement, as applicable, governing the servicing of that mortgage loan will be entitled to a primary servicing fee at a rate equal to a per annum rate set forth in the table below, and the special servicer under the related trust and servicing agreement or pooling and servicing agreement, as applicable, will be entitled to a special servicing fee at a rate equal to the per annum rate set forth below. In addition, each party to the trust and servicing agreement or pooling and servicing agreement, as applicable, governing the servicing of a non-serviced whole loan will be entitled to receive other fees and reimbursements with respect to the related non-serviced mortgage loan in amounts, from sources, and at frequencies, that are similar, but not necessarily identical, to those described above and, in certain cases (for example, with respect to unreimbursed special servicing fees and servicing advances with respect to the related non-serviced whole loan), such amounts will be reimbursable from general collections on the mortgage loans to the extent not

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recoverable from the related non-serviced whole loan and to the extent allocable to the related non-serviced mortgage loan pursuant to the related intercreditor agreement. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans”, “—The Non-Serviced AB Whole Loan” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

NON-SERVICED MORTGAGE LOANS⁽¹⁾

Non-Serviced Mortgage Loan	Primary Servicing Fee Rate(2)	Special Servicing Fee Rate
General Motors Building	0.00125% per annum	0.05%
411 East Wisconsin	0.0025% per annum	0.25%
First Stamford Place	0.0025% per annum	0.25%

⁽¹⁾ Does not reflect the Corporate Woods Portfolio mortgage loan or the Moffett Place B4 mortgage loan, each of which is part of a split loan structure comprised of the related mortgage loan and one or more pari passu companion loans that may be included in one or more future securitizations. After the securitization of the related controlling pari passu companion loan, the related mortgage loan will also be a non-serviced mortgage loan, and the servicing shift master servicer under the related servicing shift pooling and servicing agreement will be entitled to a primary servicing fee equal to 0.0025% with respect to the Corporate Woods Portfolio mortgage loan and 0.0025% with respect to the Moffett Place B4 mortgage loan as will be set out in the related servicing shift pooling and servicing agreement.

⁽²⁾ Included as part of the Servicing Fee Rate.

Distributions

A. Allocation between

    RR Interest and

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

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B. Amount and Order

    of Distributions on

    Non-Retained

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

First, to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class X-B, Class X-D, Class X-E, Class X-F and Class X-G certificates, in respect of interest, up to an amount equal to, and pro rata in accordance with, the interest entitlements for those classes;

Second, to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates as follows: (i) to the extent of funds allocated to principal and available for distribution: (a) first, to principal on the Class A-SB certificates, until the certificate balance of the Class A-SB certificates is reduced to the planned principal balance for the related distribution date set forth in Annex E to this prospectus, (b) second, to principal on the Class A-1 certificates, until the certificate balance of the Class A-1 certificates has been reduced to zero, (c) third, to principal on the Class A-2 certificates, until the certificate balance of the Class A-2 certificates has been reduced to zero, (d) fourth, to principal on the Class A-3 certificates until the certificate balance of the Class A-3 certificates has been reduced to zero, (e) fifth, to principal on the Class A-4 certificates until the certificate balance of the Class A-4 certificates has been reduced to zero, (f) sixth, to principal on the Class A-5 certificates until the certificate balance of the Class A-5 certificates has been reduced to zero and (g) seventh, to principal on the Class A-SB certificates, until the certificate balance of the Class A-SB certificates has been reduced to zero, or (ii) if the certificate balance of each class of certificates other than the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates and the RR Interest has been reduced to zero as a result of the allocation of mortgage loan losses to those certificates, funds available for distributions of principal will be distributed to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates, pro rata, without regard to the distribution priorities described above or the planned principal balance of the Class A-SB certificates;

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Third, to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates, to reimburse the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates, pro rata, based upon the aggregate unreimbursed losses previously allocated to each such class, for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by those classes, together with interest on that amount at the pass-through rate for such class;

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

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

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

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

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

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

C. Interest and Principal

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

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

D. Yield Maintenance

Charges, Prepayment

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

43 

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

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

E. Subordination,

Allocation of Losses

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

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

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

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

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

The notional amount of the Class X-A certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates. The notional amount of the Class X-B certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class A-S, Class B and Class C certificates.

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

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

F. Shortfalls in Available

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

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

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

● the application of appraisal reductions to reduce interest advances;

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

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

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

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

46 

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

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

Advances

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

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

47 

advance is made by either master servicer, such master servicer will not advance the portion of interest that constitutes its servicing fee, but will advance the portion of interest that constitutes the monthly fees payable to the certificate administrator, the trustee, the operating advisor, the asset representations reviewer and the CREFC^® license fee.

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

See “Pooling and Servicing Agreement—Advances”.

B. Property Protection

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

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

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

● enforce the related mortgage loan documents.

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

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

See “Pooling and Servicing Agreement—Advances”.

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

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

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

The Mortgage Pool

The Mortgage Pool The issuing entity’s primary assets will be 65 fixed-rate commercial mortgage loans, each evidenced by one or more promissory notes secured by first mortgages, deeds of trust, deeds to secure debt or similar security instruments on the fee and/or leasehold estate of the related borrower in 83 commercial or multifamily properties. See “Description of the Mortgage Pool—General”.

The aggregate principal balance of the mortgage loans as of the cut-off date will be approximately $1,213,814,926.

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Whole Loans

Unless otherwise expressly stated in this prospectus, the term “mortgage loan” refers to each of the 65 commercial mortgage loans to be held by the issuing entity. Of the mortgage loans, each mortgage loan in the table below is part of a larger whole loan, which is comprised of the related mortgage loan and one or more loans that are pari passu in right of payment to the related mortgage loan (each referred to in this prospectus as a “pari passu companion loan”) and, in certain cases, one or more loans that are subordinate in right of payment to the related mortgage loan (each referred to in this prospectus as a “subordinate companion loan”, and any pari passu companion loan or subordinate companion loan may also be referred to herein as a “companion loan”). The companion loans, together with their related mortgage loan, are referred to in this prospectus as a “whole loan”.

Whole Loan Summary⁽¹⁾

Mortgage Loan Name	Mortgage Loan Cut-off Date Balance	% of Initial Pool Balance	Pari Passu Companion Loan Cut-off Date Balance	Subordinate Companion Loan Cut-off Date Balance	Mortgage Loan LTV Ratio(2)	Whole Loan LTV Ratio(3)	Mortgage Loan Underwritten NCF DSCR(2)	Whole Loan Underwritten NCF DSCR(3)
General Motors Building	$111,900,000	9.2%	$1,358,100,000	$830,000,000	30.6%	47.9%	4.33x	2.77x
222 Second Street	$110,000,000	9.1%	$181,500,000	N/A	56.5%	56.5%	1.84x	1.84x
University Center Chicago	$85,600,000	7.1%	$35,000,000	N/A	59.3%	59.3%	2.69x	2.69x
Corporate Woods Portfolio	$70,625,000	5.8%	$150,625,000	N/A	74.0%	74.0%	1.48x	1.48x
Westin Building Exchange	$67,500,000	5.6%	$67,500,000	N/A	26.6%	26.6%	7.20x	7.20x
Mall of Louisiana	$65,000,000	5.4%	$260,000,000	N/A	57.0%	57.0%	1.85x	1.85x
Raleigh Marriott City Center	$38,000,000	3.1%	$30,000,000	N/A	63.0%	63.0%	1.91x	1.91x
411 East Wisconsin	$37,500,000	3.1%	$56,250,000	N/A	70.4%	70.4%	1.46x	1.46x
Moffett Place B4	$31,750,000	2.6%	$95,250,000	N/A	41.0%	41.0%	2.29x	2.29x
First Stamford Place	$25,000,000	2.1%	$139,000,000	N/A	57.5%	57.5%	2.71x	2.71x

⁽¹⁾ Any unsecuritized pari passu companion loan or subordinate companion loan may be further split.

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

⁽³⁾ Calculated including any related pari passu companion loans and any related subordinate companion loan excluding mezzanine debt.

Each of the 222 Second Street whole loan, the University Center Chicago whole loan, the Westin Building Exchange whole loan, the Mall of Louisiana whole loan and the Raleigh Marriott City Center whole loan will be serviced by Wells Fargo Bank, National Association, as the applicable master servicer, and Rialto Capital Advisors, LLC, as the applicable special servicer, pursuant to the pooling and servicing agreement for this transaction and is referred to in this prospectus as a “serviced whole loan”, and each related companion loan is referred to in this prospectus as a “serviced companion loan”.

Each of the Corporate Woods Portfolio whole loan and the Moffett Place B4 whole loan (each, a “servicing shift whole loan” and the related mortgage loan, a “servicing shift mortgage loan”) will initially be serviced by the

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applicable master servicer and the applicable special servicer pursuant to the pooling and servicing agreement for this transaction. From and after the date on which the related controlling companion loan is securitized (each, a “servicing shift securitization date”), it is anticipated that each servicing shift whole loan will be serviced under, and by the master servicer (a “servicing shift master servicer”) and the special servicer (a “servicing shift special servicer”) designated in, the related pooling and servicing agreement entered into in connection with such securitization (a “servicing shift pooling and servicing agreement”). Prior to the applicable servicing shift securitization date, each servicing shift whole loan will be a “serviced whole loan”, the related mortgage loan will be a “serviced mortgage loan” and the related companion loans will be “serviced companion loans”. On and after the applicable servicing shift securitization date, each servicing shift whole loan will be a “non-serviced whole loan”, the related mortgage loan will be a “non-serviced mortgage loan” and the related companion loans will be “non-serviced companion loans”.

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

For further information regarding the whole loans, see “Description of the Mortgage Pool—The Whole Loans”.

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Non-Serviced Whole Loans⁽¹⁾⁽²⁾

Mortgage Loan Name	Transaction/Pooling Agreement	% of Initial Pool Balance	Master Servicer	Special Servicer	Trustee
General Motors Building	BXP Trust 2017-GM	9.2%	Wells Fargo Bank, National Association	AEGON USA Realty Advisors, LLC	Wilmington Trust, National Association
411 East Wisconsin	CGCMT 2017-B1	3.1%	Wells Fargo Bank, National Association	LNR Partners, LLC	Deutsche Bank Trust Company Americas
First Stamford Place	JPMCC 2017-JP7	2.1%	Wells Fargo Bank, National Association	CW Capital Asset Management LLC	Wilmington Trust, National Association

Mortgage Loan Name	Certificate Administrator	Custodian	Operating Advisor	Directing Certificateholder
General Motors Building	Wells Fargo Bank, National Association	Wells Fargo Bank, National Association	N/A	BlackRock Financial Management, Inc. or an affiliate
411 East Wisconsin	Citibank, N.A.	Citibank, N.A.	Trimont Real Estate Advisors, LLC	Elliott Management Corporation
First Stamford Place	Wells Fargo Bank, National Association	Wells Fargo Bank, National Association	Pentalpha Surveillance LLC	Barings LLC

⁽¹⁾ As of the closing date of the related securitization.

⁽²⁾ Does not reflect the Corporate Woods Portfolio whole loan or the Moffett Place B4 whole loan, each of which is a split loan comprised of two or more pari passu promissory notes, one or more of which will be included in this securitization. The remaining pari passu promissory notes will not be property of the issuing entity, and are expected to be included in one or more future securitizations. After the securitization of the related controlling pari passu companion loan, the related mortgage loan will also be a non-serviced mortgage loan, and the related servicing shift master servicer and related servicing shift special servicer under the related servicing shift pooling and servicing agreement will be entitled to a primary servicing fee and special servicing fee, respectively, as will be set forth in such related servicing shift pooling and servicing agreement.

For further information regarding the whole loans, see “Description of the Mortgage Pool—The Whole Loans”, and for information regarding the servicing of the non-serviced whole loans, see “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Mortgage Loan Characteristics

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

The sum of the numerical data in any column may not equal the indicated total due to rounding. Unless otherwise indicated, all figures and percentages

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presented in this “Summary of Terms” are calculated as described under “Description of the Mortgage Pool—Certain Calculations and Definitions” and, unless otherwise indicated, such figures and percentages are approximate and in each case, represent the indicated figure or percentage of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. The principal balance of each mortgage loan as of the cut-off date assumes (or, in the case of each mortgage loan with a cut-off date prior to the date of this prospectus, reflects) the timely receipt of principal scheduled to be paid on or before the cut-off date and no defaults, delinquencies or prepayments on, or modifications of, any mortgage loan on or prior to the cut-off date. Whenever percentages and other information in this prospectus are presented on the mortgaged property level rather than the mortgage loan level, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts as stated in Annex A-1.

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

Cut-off Date Mortgage Loan Characteristics

	All Mortgage Loans
Initial Pool Balance(1)	$1,213,814,926
Number of mortgage loans	65
Number of mortgaged properties	83
Number of crossed loans	0
Crossed loans as a percentage	0.0%
Range of Cut-off Date Balances	$800,000 to $111,900,000
Average Cut-off Date Balance	$18,674,076
Range of Mortgage Rates	3.288% to 5.117%
Weighted average Mortgage Rate	4.081%
Range of original terms to maturity(2)	60 months to 120 months
Weighted average original term to maturity(2)	117 months
Range of remaining terms to maturity(2)	57 months to 120 months
Weighted average remaining term to maturity(2)	116 months
Range of original amortization terms(3)	240 months to 480 months
Weighted average original amortization term(3)	361 months
Range of remaining amortization terms(3)	239 months to 480 months
Weighted average remaining amortization term(3)	361 months
Range of Cut-off Date LTV Ratios(4)(5)(6)	2.1% to 74.0%
Weighted average Cut-off Date LTV Ratio(4)(5)(6)	52.1%
Range of LTV Ratios as of the maturity date(2)(4)(5)(6)	2.1% to 65.2%
Weighted average LTV Ratio as of the maturity date(2)(4)(5)(6)	47.5%
Range of U/W NCF DSCRs(5)(6)(7)	1.35x to 38.34x

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Weighted average U/W NCF DSCR(5)(6)(7)	2.93x
Range of U/W NOI Debt Yields(5)(6)	7.8% to 142.1%
Weighted average U/W NOI Debt Yield(5)(6)	13.8%
Percentage of Initial Pool Balance consisting of:
Interest-only, Balloon	40.2%
Amortizing Balloon	27.5%
Interest-only, Amortizing Balloon	23.2%
Interest-only, ARD	9.1%

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

⁽²⁾ In the case of one (1) mortgage loan with an anticipated repayment date, secured by the mortgaged property identified on Annex A-1 to this prospectus as 222 Second Street, representing approximately 9.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, calculated as of the related anticipated repayment date.

⁽³⁾ Excludes twenty-three (23) mortgage loans secured by the mortgaged properties identified on Annex A-1 to this prospectus as General Motors Building, 222 Second Street, University Center Chicago, Westin Building Exchange, The Churchill, Overlook at King of Prussia, Moffett Place B4, First Stamford Place, Montfort Valley, 8532 Melrose Avenue, Chateau Estates, StorQuest - Oakland San Pablo, Kohl’s Ground Lease, 38-50 West 9th Street Corp., StorQuest – Lafayette, Extra Space Storage – Lodi, StorQuest – Tallahassee, Placerville Self Storage, CVS Retail Plaza, StorQuest - Glendale AZ, Riverbank South Owners Corp. a/k/a River Bank South Owners Corp., Seventy-Eight Tenants Corporation and 230 Central Avenue Owners Corp., representing approximately 51.9% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, that are interest-only for the entire term or until the anticipated repayment date, as applicable, or in the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Moffett Place B4, paying principal as set forth on Annex A-4 to this prospectus.

⁽⁴⁾ With respect to the mortgaged properties identified on Annex A-1 to this prospectus as Raleigh Marriott City Center, Moffett Place B4 and 8532 Melrose Avenue, securing approximately 6.9% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the subject loan-to-value ratio was calculated based upon a hypothetical valuation other than an “as-is” value of the related mortgaged property. In addition, with respect to the mortgaged properties identified on Annex A-1 to this prospectus as Corporate Woods Portfolio, securing approximately 5.8% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the subject loan-to-value ratio is based on an appraised value which constitutes a “portfolio” value that assigns a 1.2% premium to the value of the mortgaged properties as a whole, which value exceeds the sum of their individual appraised values. The remaining mortgage loans were calculated using “as-is” values as described under “Description of the Mortgage Pool—Certain Calculations and Definitions” in this prospectus. For further information, see Annex A-1 to this prospectus. See also “Risk Factors—Risks Relating to the Mortgage Loans—Appraisals May Not Reflect Current or Future Market Value of Each Property” and “Description of the Mortgage Pool—Appraised Value” in this prospectus.

⁽⁵⁾ In the case of ten (10) mortgage loans secured by the mortgaged properties identified on Annex A-1 to this prospectus as General Motors Building, 222 Second Street, University Center Chicago, Corporate Woods Portfolio, Westin Building Exchange, Mall of Louisiana, Raleigh Marriott City Center, 411 East Wisconsin, Moffett Place B4 and First Stamford Place, representing approximately 53.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, each of which has one or more pari passu companion loans and/or subordinate companion loans that are not included in the issuing entity, the debt service coverage ratio, loan-to-value ratio and debt yield have been calculated including the related pari passu companion loan(s) but excluding any related subordinate companion loan. With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to this prospectus as General Motors Building, representing approximately 9.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the related loan-to-value ratio as of the cut-off date, underwritten net cash flow debt service coverage ratio and underwritten net operating income debt yield calculated including the related subordinate companion loans are 47.9%, 2.77x and 9.9%, respectively.

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

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

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

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

Modified and Refinanced

Loans As of the cut-off date, no mortgage loans were refinancings of loans in default at the time of refinancing and/or otherwise involved discounted pay-offs in connection with the origination of such mortgage loans.

See “Description of the Mortgage Pool—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings”.

Properties with Limited

Operating History With respect to four (4) of the mortgaged properties, securing approximately 15.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount, such mortgaged properties (i) were constructed or the subject of a major renovation that was completed within 12 calendar months prior to the cut-off date and, therefore, the related mortgaged property has no prior operating history, (ii) have a borrower or an affiliate under the related mortgage loan that acquired the related mortgaged property within 12 calendar months prior to the cut-off date and such borrower or affiliate was unable to provide the related mortgage loan seller with historical financial information for such acquired mortgaged property or (iii) are single tenant properties subject to triple-net leases with the related tenant where the related borrower did not provide the related mortgage loan seller with historical financial information for the related mortgaged property.

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

Certain Variances from

Underwriting Standards Certain of the mortgage loans may vary from the related mortgage loan seller’s underwriting guidelines described under “Transaction Parties—The Sponsors and Mortgage Loan Sellers”.

With respect to four (4) mortgage loans being contributed by Wells Fargo Bank, National Association, representing approximately 11.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, there was an exception from the applicable mortgage loan seller’s underwriting guidelines with respect to satisfaction of certain underwriting criteria (e.g., occupancy, minimum debt service coverage ratio, underwritten management fees, underwritten vacancies, underwritten occupancy, reserves, single-purpose entity covenants, etc.).

With respect to one (1) mortgage loan being contributed by Morgan Stanley Mortgage Capital Holdings LLC and representing approximately 9.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, there was an exception from the related mortgage loan seller’s underwriting guidelines with respect to the calculation of Underwritten Net Cash Flow.

With respect to two (2) mortgage loans being contributed by National Cooperative Bank, N.A. and representing approximately 0.9% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, there was an exception from the related mortgage loan seller’s underwriting guidelines with respect to the related borrower’s provision of audited financial statements.

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

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Additional Aspects of Certificates

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

Registration, Clearance

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

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

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

See “Description of the Certificates—Book-Entry Registration”.

Credit Risk Retention For a discussion of the manner in which the credit risk retention requirements will be satisfied by Wells Fargo Bank, National Association, as retaining sponsor, see “Credit Risk Retention”.

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

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Information Available to

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

Deal Information/Analytics Certain information concerning the mortgage loans and the certificates may be available to subscribers through the following services:

● Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., Interactive Data Corp., Markit Group Limited, BlackRock Financial Management, Inc., CMBS.com, Inc., Moody’s Analytics and Thomson Reuters Corporation;

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

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

Optional Termination On any distribution date on which the aggregate principal balance of the pool of mortgage loans is less than 1.0% of the aggregate principal balance of the mortgage loans as of the cut-off date, certain entities specified in this prospectus will have the option to purchase all of the remaining mortgage loans (and all property acquired through exercise of remedies in respect of any mortgage loan) at the price specified in this prospectus.

The issuing entity may also be terminated in connection with a voluntary exchange of all of the then-outstanding certificates (other than the Class V and Class R certificates and the RR Interest) and deemed payment of a price specified in this prospectus for the mortgage loans then held by the issuing entity, provided that (i) the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D certificates are no longer outstanding, (ii) there is only one holder (or multiple holders acting unanimously) of the outstanding certificates (other than the Class V and Class R certificates and the RR Interest), (iii) such holder (or holders) pay an amount equal to the

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RR Interest’s proportionate share of the price specified in this prospectus and (iv) the master servicers consent to the exchange.

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

Required Repurchases or

Substitutions of Mortgage

Loans; Loss of Value

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

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

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best interests of the certificateholders and any related companion loan holders (as a collective whole as if such certificateholders and such companion loan holders constituted a single lender).

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

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

In addition, the portion of the issuing entity consisting of the excess interest accrued on the mortgage loans with an anticipated repayment date, beneficial ownership of which is represented by the Class V certificates and the RR Interest will be treated as a grantor trust for federal income tax purposes.

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

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

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

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

● It is anticipated that the Class X-A and Class X-B certificates will be issued with original issue discount and that the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-S, Class B and Class C certificates will be issued at a premium for federal income tax purposes.

See “Material Federal Income Tax Considerations”.

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Certain ERISA

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

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

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

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

See “Legal Investment”.

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

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

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Risk Factors

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

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

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

The Certificates May Not Be a Suitable Investment for You

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

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

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

Risks Related to Market Conditions and Other External Factors

The Volatile Economy, Credit Crisis and Downturn in the Real Estate Market Adversely Affected the Value of CMBS and Similar Factors May in the Future Adversely Affect the Value of CMBS

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

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

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

Other Events May Affect the Value and Liquidity of Your Investment

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

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

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

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

Risks Relating to the Mortgage Loans

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

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

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

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

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enforce the guaranty under foreign law. Additionally, the guarantor’s net worth and liquidity may be less (and in some cases, materially less) than amounts due under the related mortgage loan or the guarantor’s sole asset may be its interest in the related borrower. Certain mortgage loans may have the benefit of a general payment guaranty of a portion of the indebtedness under the mortgage loan. In all cases, however, the mortgage loans should be considered to be non-recourse obligations because neither the depositor nor the sponsors make any representation or warranty as to the obligation or ability of any borrower or guarantor to pay any deficiencies between any foreclosure proceeds and the mortgage loan indebtedness. In addition, certain mortgage loans may provide for recourse to a guarantor for a portion of the indebtedness or for any loss or costs that may be incurred by the borrower or the lender with respect to certain borrower obligations under the related mortgage loan documents. In such cases, we cannot assure you any recovery from such guarantor will be made or that such guarantor will have assets sufficient to pay any otherwise recoverable claim under a guaranty.

Risks of Commercial and Multifamily Lending Generally

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

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

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

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

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

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

● the proximity and attractiveness of competing properties;

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

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

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

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

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

● an increase in vacancy rates; and

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

Other factors are more general in nature, such as:

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

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

● demographic factors;

● consumer confidence;

● consumer tastes and preferences;

● political factors;

● environmental factors;

● seismic activity risk;

● retroactive changes in building codes;

● changes or continued weakness in specific industry segments;

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

● the public perception of safety for customers and clients.

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

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

● the quality and creditworthiness of tenants;

● tenant defaults;

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

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

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

A decline in the real estate market or in the financial condition of a major tenant will tend to have a more immediate effect on the net operating income of properties with

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relatively higher operating leverage or short term revenue sources, such as short term or month-to-month leases, and may lead to higher rates of delinquency or defaults.

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

General

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

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

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

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

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

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

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

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

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

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

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A Tenant Concentration May Result in Increased Losses

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

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

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

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

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

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

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

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

Mortgaged Properties Leased to Multiple Tenants Also Have Risks

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

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

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

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

See “—Hotel Properties Have Special Risks” for information on properties leased in whole or in part to borrowers and their affiliates.

Tenant Bankruptcy Could Result in a Rejection of the Related Lease

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

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

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

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

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

Early Lease Termination Options May Reduce Cash Flow

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Office Properties Have Special Risks

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

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

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

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

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

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

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

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

Multifamily Properties Have Special Risks

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

● the quality of property management;

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

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

● the property’s reputation;

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

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

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

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

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● in the case of student housing facilities or properties leased primarily to students, which may be more susceptible to damage or wear and tear than other types of multifamily housing, the reliance on the financial well-being of the college or university to which it relates, competition from on campus housing units, which may adversely affect occupancy, the physical layout of the housing, which may not be readily convertible to traditional multifamily use, and that student tenants have a higher turnover rate than other types of multifamily tenants, which in certain cases is compounded by the fact that student leases are available for periods of less than 12 months;

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

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

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

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

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

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

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

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

Certain of the mortgage loans may be secured by mortgaged properties that are subject to certain affordable housing covenants and other covenants and restrictions with respect to various tax credit, city, state and federal housing subsidies, rent stabilization or similar

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programs, in respect of various units within the mortgaged properties. The limitations and restrictions imposed by these programs could result in losses on the mortgage loans. In addition, in the event that the program is cancelled, it could result in less income for the project. These programs may include, among others:

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

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

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

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

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

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

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

Residential Cooperative Properties Have Special Risks

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

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

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

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

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

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

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

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

With respect to the mortgage loans secured by residential cooperative properties sold to the trust by National Cooperative Bank, N.A. and Morgan Stanley Mortgage Capital Holdings, LLC, due to attributes particular to residential housing cooperatives, certain information presented with respect to such mortgage loans differs from that presented for other mortgage loans included in the trust. Several of these differences are particularly

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

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

With respect to information presented in Annex A-1 with respect to mortgage loans secured by residential cooperative properties that have existing subordinate secured indebtedness in the form of a second priority line of credit (each, a “Subordinate LOC”), (1) the Coop – Committed Secondary Debt equals the balance of such Subordinate LOC, based on the full face amount of such Subordinate LOC, (2) Cut-off Date Subordinate Mortgage Debt Balance indicates the balance of the Subordinate LOC as of August 30, 2017, (3) the Total Mortgage Debt Cut-off Date LTV Ratio and the Total Mortgage Debt UW NOI Debt Yield are calculated assuming that the Subordinate LOC has been fully advanced and the entire amount thereof is outstanding as of the Cut-off Date and (4) the Total Mortgage Debt UW NCF DSCR is calculated assuming (A) that the Subordinate LOC has been fully advanced and the entire amount thereof is outstanding as of the Cut-off Date, (B) that interest on the Subordinate LOC is accruing pursuant to the applicable mortgage loan document (with the applicable interest rate determined using 1-month LIBOR in effect as of August 30, 2017 and giving effect to any applicable interest rate floor) and (C) that, in the case of each Subordinate LOC that has an interest-only period that does not extend through the maturity date of such Subordinate LOC, such initial interest-only period has expired and the related borrower is required to make scheduled principal plus interest payments as set forth in the corresponding promissory note.

With respect to the mortgage loans secured by residential cooperative properties, each mortgaged property is owned by the borrower, which is a cooperative housing corporation. No individual or entity (other than the borrower) has recourse obligations with respect to the loans, including pursuant to any guaranty or environmental indemnity. Accordingly, no information is presented in the column labeled Sponsor in Annex A-1 with respect to the mortgage loans secured by residential cooperative properties sold to the depositor by National Cooperative Bank, N.A. or Morgan Stanley Mortgage Capital Holdings, LLC for inclusion in the trust. In addition, with respect to information presented in Annex A-1 with respect to mortgage loans secured by residential cooperative properties: (1) Coop – Sponsor Units refers to the number of units owned by the original sponsor responsible for the mortgaged property’s conversion into cooperative ownership; such sponsor may rent its units or opt to market them for sale (either individually or as a whole); (2) Coop – Investor Units refers to a bulk number of units owned by a non-tenant investor(s), who can rent or sell the units; (3) Coop – Coop Units refers to the number of units owned by the borrower, which is a cooperative corporation; In this capacity, the cooperative may manage its units as an investor would or use the units for the benefit of its cooperative members; (4) Coop – Unsold Percent refers to the ratio of the total number of units collectively owned by the original sponsor, a non-tenant investor or the cooperative corporation to the number of units with shares allocated; and (5) Coop – Sponsor/Investor Carry is the sponsor’s or the investor’s net cash flow calculated by subtracting maintenance charges on the sponsor or investor owned units from the actual rents payable on such units, to the extent available.

In addition, due to the specialized nature of residential housing cooperatives, certain information presented in and shown on Annex A-1 with respect to mortgage loans (other than such mortgage loans secured by residential cooperative properties) is not presented

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with respect to the mortgage loans secured by residential cooperative properties sold to the depositor by National Cooperative Bank, N.A. and Morgan Stanley Mortgage Capital Holdings, LLC for inclusion in the trust and is, instead, reflected as not applicable (N/A). See “—Appraisals May Not Reflect Current or Future Market Value of Each Property” and “Description of the Mortgage Pool—Certain Calculations and Definitions—Certain Characteristics of Mortgage Loans Secured by Residential Cooperatives”.

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

In certain instances, a residential cooperative borrower may not own the entire apartment building and the land under the building, but rather owns a condominium unit that is generally comprised of the residential portions of that apartment building. The other condominium units in that apartment building will generally comprise commercial space and will generally be owned by persons or entities other than the residential cooperative borrower. In instances where an apartment building has been converted to the condominium form of ownership, certain of the common areas in that building may be owned by the residential cooperative borrower and other common areas (often including the land under the building) may constitute common elements of the condominium, which common elements are owned in common by the residential cooperative borrower and the owners of the other condominium units. Where the apartment building is subject to the condominium form of ownership, each condominium unit owner will be directly responsible for the payment of real estate taxes on that owner’s unit. Certain specified maintenance and other obligations, including hazard and liability insurance premiums, may not be the direct responsibility of the residential cooperative borrower but rather will be the responsibility of the condominium board of managers. The ability of the condominium board of managers to pay certain expenses of the building will be dependent upon the payment by all condominium unit owners of common charges assessed by the condominium board of managers. As with other condominium structures, with respect to any such mortgage loan, the borrower may not control the appointment and voting of the condominium board or the condominium owners may be able to take actions or cause the condominium association to take actions that would affect the borrower’s unit without the borrower’s consent. Even if the borrower or its designated board members, either through control of the appointment and voting of sufficient members of the condominium board or by virtue of other provisions in the condominium documents, has consent rights over actions by the condominium associations or owners, we cannot assure you that the

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condominium board will not take actions that would materially adversely affect the borrower’s unit.

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

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

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

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

Condominium Ownership May Limit Use and Improvements

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

The board of managers or directors of the related condominium generally has discretion to make decisions affecting the condominium, and we cannot assure you that the related borrower under a mortgage loan secured by one or more interests in that condominium will have any control over decisions made by the related board of managers or directors. Even if a borrower or its designated board members, either through control of the appointment and voting of sufficient members of the related condominium board or by virtue of other provisions in the related condominium documents, has consent rights over actions by the related condominium associations or owners, we cannot assure you that the related

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condominium board will not take actions that would materially adversely affect the related borrower’s unit. Thus, decisions made by that board of managers or directors, including regarding assessments to be paid by the unit owners, insurance to be maintained on the condominium and many other decisions affecting the maintenance of that condominium, may have a significant adverse impact on the related mortgage loans in the issuing entity that are secured by mortgaged properties consisting of such condominium interests. We cannot assure you that the related board of managers or directors will always act in the best interests of the related borrower under the related mortgage loans.

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

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

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

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

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

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Retail Properties Have Special Risks

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

If anchor tenants or shadow anchor tenants at a particular mortgaged property were to close or otherwise become vacant or remain vacant, we cannot assure you that the related borrower’s ability to repay its mortgage loan would not be materially and adversely affected.

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

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

Hotel Properties Have Special Risks

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

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

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

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

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

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

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

● competition.

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

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

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

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

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

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could have an adverse impact on the revenue from the related mortgaged property or on the hotel property’s occupancy rate.

In addition, hospitality properties may be structured with a master lease (or operating lease) in order to minimize potential liabilities of the borrower. Under the master lease structure, an operating lessee (typically affiliated with the borrower) is also an obligor under the related mortgage loan and the operating lessee borrower pays rent to the fee owner borrower. See “—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases—Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks”.

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

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

Risks Relating to Affiliation with a Franchise or Hotel Management Company

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

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

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

● the duration of the franchise licensing or management agreements.

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

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

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

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

Mixed Use Properties Have Special Risks

Certain properties are mixed use properties. Such mortgaged properties are subject to the risks relating to the property types described in “—Office Properties Have Special Risks”, “—Retail Properties Have Special Risks” and “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses”, as applicable. See Annex A-1 for the five largest tenants (by net rentable area leased) at each mixed use property. A mixed use property may be subject to additional risks, including the property manager’s inexperience in managing the different property types that comprise such mixed use property.

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

Data Center Properties Have Special Risks

The primary function of a data center is to provide a secure location for back-up data storage. Data centers are subject to similar risks as office buildings. The value of a data center will be affected by its telecommunications capacity, availability of sufficient power, and availability of support systems including environmental, temperature and hazard risk control, physical security, and redundant backup systems. As data centers contain sensitive and highly costly equipment and connections, they are subject to heightened risk in the event of fire, natural disaster or terrorism. In addition, data centers can be the subject of build-to-suit construction to specific user requirements. As such, if the lease with a data center user is terminated for any reason, the cost and time to adapt the space to other users may be considerable. Further, data center properties may not be readily convertible (or convertible at all) to alternative uses if those properties were to become unprofitable, or if the leased spaces were to become vacant, for any reason. See “—Office Properties Have Special Risks” and “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses”.

Self Storage Properties Have Special Risks

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

● decreased demand;

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● lack of proximity to apartment complexes or commercial users;

● apartment tenants moving to single family homes;

● decline in services rendered, including security;

● dependence on business activity ancillary to renting units;

● security concerns;

● age of improvements; or

● competition or other factors.

Self storage properties are considered vulnerable to competition, because both acquisition costs and break-even occupancy are relatively low. The conversion of self storage facilities to alternative uses would generally require substantial capital expenditures. Thus, if the operation of any of the self storage properties becomes unprofitable, the liquidation value of that self storage mortgaged property may be substantially less, relative to the amount owing on the mortgage loan, than if the self storage mortgaged property were readily adaptable to other uses. In addition, storage units are typically engaged for shorter time frames than traditional commercial leases for office or retail space.

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

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

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

Industrial Properties Have Special Risks

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

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

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● the property becoming functionally obsolete;

● building design and adaptability;

● unavailability of labor sources;

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

● changes in proximity of supply sources;

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

● the location of the property.

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

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

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

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

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

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

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

● responding to changes in the local market;

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● planning and implementing the rental structure;

● operating the property and providing building services;

● managing operating expenses; and

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

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

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

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

The effect of mortgage pool loan losses will be more severe if the losses relate to mortgage loans that account for a disproportionately large percentage of the pool’s aggregate principal balance. As mortgage loans pay down or properties are released, the remaining certificateholders may face a higher risk with respect to the diversity of property types and property characteristics and with respect to the number of borrowers.

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

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

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

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

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

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

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

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

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

● mortgaged properties owned by the same borrower or related borrowers are likely to have common management, common general partners and/or common managing members, thereby increasing the risk that financial or other difficulties experienced by such related parties could have a greater impact on the pool of mortgage loans.

See “—A Bankruptcy Proceeding May Result in Losses and Delays in Realizing on the Mortgage Loans” below.

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

Past Hurricanes. In late August and early September 2017, Hurricanes Harvey and Irma made landfall in in southeastern Texas and southern Louisiana (with respect to Harvey) and southwest Florida (with respect to Irma). The landfall of Hurricane Harvey resulted in windstorms and flooding causing extensive physical damage to coastal and inland areas along the Gulf of Mexico and areas in and around the cities of Houston, Corpus Christi and Galveston. While the full damage caused by the landfall of Hurricane Irma is not yet known, we cannot assure you that the damage will not be as or more extensive and catastrophic than that caused by Hurricane Harvey. The long term regional and local economic and other effects of the damage caused by these storms, are not yet fully known. Potential economic effects could include regional interruptions in travel and transportation, tourism and economic activity generally in the affected areas or in the areas to which evacuees have fled. It is not possible to determine how long these effects may last. Furthermore, we cannot assure you that displaced residents of the affected areas will return, that the economies in the affected areas will recover sufficiently to support income producing real estate at pre-storm levels or that the costs of clean-up will not have a material adverse effect on the economies. Because standard hazard insurance policies generally do not provide coverage for damage arising from floods and windstorms, property owners in the affected areas may not be insured for the damage to their properties and, in the aggregate, this may affect the timing and extent of local and regional economic recovery. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Geographic Concentrations”.

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

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

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

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

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

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

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

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

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

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

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

Risks Related to Redevelopment, Expansion and Renovation at Mortgaged Properties

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

Certain of the hotel properties securing the mortgage loans are currently undergoing or are scheduled to undergo renovations or property improvement plans. In some circumstances, these renovations or property improvement plans may necessitate taking a

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portion of the available guest rooms temporarily offline, temporarily decreasing the number of available rooms and the revenue generating capacity of the related hotel property. In other cases, these renovations may involve renovations of common spaces or external features of the related hotel property, which may cause disruptions or otherwise decrease the attractiveness of the related hotel property to potential guests. These property improvement plans may be required under the related franchise or management agreement and a failure to timely complete them may result in a termination or expiration of a franchise or management agreement and may be an event of default under the related mortgage loan.

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

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

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

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

Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses

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

For example, retail, mixed-use or office properties may have theater tenants. Properties with theater tenants are exposed to certain unique risks. Aspects of building site design and adaptability affect the value of a theater. In addition, decreasing attendance at a

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theater could adversely affect revenue of such theater, which may, in turn, cause the tenant to experience financial difficulties, resulting in downgrades in their credit ratings and, in certain cases, bankruptcy filings. In addition, because of unique construction requirements of theaters, any vacant theater space would not easily be converted to other uses.

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

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

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

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

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

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

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

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

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

● the number of rentable parking spaces and rates charged;

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

● the amount of alternative parking spaces in the area;

● the availability of mass transit; and

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

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

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

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

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

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

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

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

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

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

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

Risks Related to Zoning Non-Compliance and Use Restrictions

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

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

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

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

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

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

Risks Relating to Inspections of Properties

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

Risks Relating to Costs of Compliance with Applicable Laws and Regulations

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

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Insurance May Not Be Available or Adequate

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

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

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

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

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

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

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

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insurance will be available in the future at commercially reasonable rates. See representation and warranty no. 18 on Annex D-1 and the exceptions thereto on Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D-1).

Inadequacy of Title Insurers May Adversely Affect Distributions on Your Certificates

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

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

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

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

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

Terrorism Insurance May Not Be Available for All Mortgaged Properties

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

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

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

Under the Terrorism Insurance Program, the federal government shares in the risk of losses occurring within the United States resulting from acts committed in an effort to influence or coerce United States civilians or the United States government. The federal share of compensation for insured losses of an insurer equals 83% in 2017 (subject to annual 1% decreases thereafter until such percentage equals 80%) of the portion of such

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insured losses that exceed a deductible equal to 20% of the value of the insurer’s direct earned premiums over the calendar year immediately preceding that program year. Federal compensation in any program year is capped at $100 billion (with insurers being liable for any amount that exceeds such cap), and no compensation is payable with respect to a terrorist act unless the aggregate industry losses relating to such act exceed $140 million in 2017 (subject to annual $20 million increases thereafter until such threshold equals $200 million). The Terrorism Insurance Program does not cover nuclear, biological, chemical or radiological attacks. Unless a borrower obtains separate coverage for events that do not meet the thresholds or other requirements above, such events will not be covered.

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

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

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

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

Risks Associated with Blanket Insurance Policies or Self-Insurance

Certain of the mortgaged properties are covered by blanket insurance policies, which also cover other properties of the related borrower or its affiliates (including certain

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properties in close proximity to the mortgaged properties). In the event that such policies are drawn on to cover losses on such other properties, the amount of insurance coverage available under such policies would thereby be reduced and could be insufficient to cover each mortgaged property’s insurable risks.

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

Certain mortgaged properties may also be insured or self-insured by a sole or significant tenant, as further described under “Description of the Mortgage Pool—Tenant Issues—Insurance Considerations”. We cannot assure you that any insurance obtained by a sole or significant tenant will be adequate or that such sole or significant tenant will comply with any requirements to maintain adequate insurance. Additionally, to the extent that insurance coverage relies on self-insurance, there is a risk that the “insurer” will not be willing or have the financial ability to satisfy a claim if a loss occurs.

Condemnation of a Mortgaged Property May Adversely Affect Distributions on Certificates

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

Limited Information Causes Uncertainty

Historical Information

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

A mortgaged property may lack prior operating history or historical financial information because it is newly constructed or renovated, it is a recent acquisition by the related borrower or it is a single-tenant property that is subject to a triple-net lease. In addition, a tenant’s lease may contain confidentiality provisions that restrict the sponsors’ access to or disclosure of such tenant’s financial information. The underwritten net cash flows and underwritten net operating income for such mortgaged properties are derived principally from current rent rolls or tenant leases and historical expenses, adjusted to account for inflation, significant occupancy increases and a market rate management fee. In some cases, underwritten net cash flows and underwritten net operating income for mortgaged properties are based all or in part on leases (or letters of intent) that are not yet in place (and may still be under negotiation) or on tenants that may have signed a lease (or letter of intent), or lease amendment expanding the leased space, but are not yet in occupancy

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and/or paying rent), which present certain risks described in “—Underwritten Net Cash Flow Could Be Based On Incorrect or Flawed Assumptions” below.

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

Ongoing Information

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

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

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

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

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assumptions and make your own determination of the appropriate assumptions to be used in determining underwritten net cash flow.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Information regarding the appraised values of the mortgaged properties (including loan-to-value ratios) presented in this prospectus is not intended to be a representation as to the past, present or future market values of the mortgaged properties. For example, in some cases, a borrower or its affiliate may have acquired the related mortgaged property for a price or otherwise for consideration in an amount that is less than the related appraised value specified on Annex A-1, including at a foreclosure sale or through

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

● changes in governmental regulations, zoning or tax laws;

● potential environmental or other legal liabilities;

● the availability of refinancing; and

● changes in interest rate levels.

In certain cases, appraisals may reflect “as-is” values or values other than “as-is”. However, the appraised value reflected in this prospectus with respect to each mortgaged property, except as described under “Description of the Mortgage Pool—Certain Calculations and Definitions”, reflects only the “as-is” value (or, in certain cases, may reflect certain values other than “as-is” values as a result of the satisfaction of the related conditions or assumptions or the establishment of reserves estimated to complete the renovations) unless otherwise specified. Any such values other than “as-is” may contain certain assumptions, such as future construction completion, projected re-tenanting or increased tenant occupancies. See “Description of the Mortgage Pool—Appraised Value”.

Additionally, with respect to the appraisals setting forth assumptions, particularly those setting forth extraordinary assumptions, as to the “as-is” values and values other than “as-is” value, we cannot assure you that those assumptions are or will be accurate or that any such values other than “as-is” value will be the value of the related mortgaged property at maturity or the anticipated repayment date (if any) or at the indicated stabilization date or upon completion of the renovations, as applicable. Any engineering report, site inspection or appraisal represents only the analysis of the individual consultant, engineer or inspector preparing such report at the time of such report, and may not reveal all necessary or desirable repairs, maintenance and capital improvement items. See “Transaction Parties—The Sponsors and Mortgage Loan Sellers—Wells Fargo Bank, National Association—Wells Fargo Bank’s Commercial Mortgage Loan Underwriting”; “—Bank of America, National Association—Bank of America’s Commercial Mortgage Loan Underwriting Standards”;
“—Morgan Stanley Mortgage Capital Holdings LLC—The Morgan Stanley Group’s Underwriting Standards”; and “—National Cooperative Bank, N.A.—National Cooperative Bank, N.A.’s Underwriting Standards and Processes” for additional information regarding the appraisals. We cannot assure you that the information set forth in this prospectus regarding the appraised values or loan-to-value ratios accurately reflects past, present or future market values of the mortgaged properties or the amount that would be realized upon a sale of the related mortgaged property.

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

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

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information with respect to mortgage loans secured by residential cooperative properties is based on the “Appraised Value” of such property as described above, and assumes that such property is operated as a residential cooperative. See the footnotes to Annex A-1 and see “—Residential Cooperative Properties Have Special Risks” and “Description of the Mortgage Pool—Certain Calculations and Definitions—Certain Characteristics of Mortgage Loans Secured by Residential Cooperatives”.

Seasoned Mortgage Loans Present Additional Risk of Repayment

One of the mortgage loans is a seasoned mortgage loan and was originated 27 months prior to the cut-off date. There are a number of risks associated with seasoned mortgage loans that are not present, or are present to a lesser degree, with more recently originated mortgage loans. For example:

● property values and surrounding areas have likely changed since origination; origination standards at the time the mortgage loans were originated may have been different than current origination standards;

● the business circumstances and financial condition of the related borrowers and tenants may have changed since the mortgage loans were originated;

● the environmental circumstances at the mortgaged properties may have changed since the mortgage loans were originated;

● the physical condition of the mortgaged properties or improvements may have changed since origination; and

● the circumstances of the mortgaged properties, the borrowers and the tenants may have changed in other respects since.

In addition, any seasoned mortgage loan may not satisfy all of the related sponsor’s underwriting standards. See “Transaction Parties—The Sponsors and Mortgage Loan Sellers”.

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

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

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

In addition, the mortgage loans secured by residential cooperative properties that are expected to be sold to the depositor by National Cooperative Bank, N.A. generally do not

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restrict the transfer or pledge of interests in the related cooperative borrower in connection with the transfer or financing of cooperative apartment units. For these reasons, we cannot assure you that the ownership of any of the borrowers would not change during the term of the related mortgage loan and result in a material adverse effect on your certificates.

The Borrower’s Form of Entity May Cause Special Risks

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

The terms of certain of the mortgage loans require that the borrowers be single-purpose entities and, in most cases, such borrowers’ organizational documents or the terms of the mortgage loans limit their activities to the ownership of only the related mortgaged property or mortgaged properties and limit the borrowers’ ability to incur additional indebtedness. Such provisions are designed to mitigate the possibility that the borrower’s financial condition would be adversely impacted by factors unrelated to the related mortgaged property and mortgage loan. Such borrower may also have previously owned property other than the related mortgaged property or may be a so-called “recycled” single-purpose entity that previously had other business activities and liabilities. However, we cannot assure you that such borrowers have in the past complied, or in the future will comply, with such requirements. Additionally, in some cases unsecured debt exists and/or is allowed in the future. Furthermore, in many cases such borrowers (including each of the borrowers with respect to the residential cooperative loans expected to be sold to the depositor by National Cooperative Bank, N.A. included in the trust) are not required to observe all covenants and conditions which typically are required in order for such borrowers to be viewed under standard rating agency criteria as “single-purpose entities”.

Although a borrower may currently be a single-purpose entity, in certain cases the borrowers were not originally formed as single-purpose entities, but at origination of the related mortgage loan their organizational documents were amended. Such borrower may have previously owned property other than the related mortgaged property and may not have observed all covenants that typically are required to consider a borrower a “single-purpose entity” and thus may have liabilities arising from events prior to becoming a single-purpose entity. See representation and warranty no. 33 on Annex D 1 and the exceptions thereto on Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D 1).

The organizational documents of a borrower or the direct or indirect managing partner or member of a borrower may also contain requirements that there be one or two independent directors, managers or trustees (depending on the entity form of such borrower) whose vote is required before the borrower files a voluntary bankruptcy or insolvency petition or otherwise institutes insolvency proceedings. Generally, but not always, the independent directors, managers or trustees may only be replaced with certain other independent successors. Although the requirement of having independent directors, managers or trustees is designed to mitigate the risk of a voluntary bankruptcy filing by a solvent borrower, a borrower could file for bankruptcy without obtaining the consent of its independent director(s) (and we cannot assure you that such bankruptcy would be dismissed as an unauthorized filing), and in any case the independent directors, managers or trustees may determine that a bankruptcy filing is an appropriate course of action to be taken by such borrower. Although the independent directors, managers or trustees

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generally owe no fiduciary duties to entities other than the borrower itself, such determination might take into account the interests and financial condition of such borrower’s parent entities and such parent entities’ other subsidiaries in addition to those of the borrower. Consequently, the financial distress of an affiliate of a borrower might increase the likelihood of a bankruptcy filing by a borrower.

The bankruptcy of a borrower, or a general partner or managing member of a borrower, may impair the ability of the lender to enforce its rights and remedies under the related mortgage loan. Certain of the mortgage loans have been made to single-purpose limited partnerships that have a general partner or general partners that are not themselves single-purpose entities. Such loans are subject to additional bankruptcy risk. The organizational documents of the general partner in such cases do not limit it to acting as the general partner of the partnership. Accordingly there is a greater risk that the general partner may become insolvent for reasons unrelated to the mortgaged property. The bankruptcy of a general partner may dissolve the partnership under applicable state law. In addition, even if the partnership itself is not insolvent, actions by the partnership and/or a bankrupt general partner that are outside the ordinary course of their business, such as refinancing the related mortgage loan, may require prior approval of the bankruptcy court in the general partner’s bankruptcy case. The proceedings required to resolve these issues may be costly and time-consuming.

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

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

Furthermore, with respect to any affiliated borrowers, creditors of a common parent in bankruptcy may seek to consolidate the assets of such borrowers with those of the parent. Consolidation of the assets of such borrowers would likely have an adverse effect on the

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funds available to make distributions on your certificates, and may lead to a downgrade, withdrawal or qualification of the ratings of your certificates.

See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans” and “Certain Legal Aspects of Mortgage Loans—Foreclosure—Bankruptcy Laws”.

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

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

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

Numerous statutory provisions, including the federal bankruptcy code and state laws affording relief to debtors, may interfere with and delay the ability of a secured mortgage lender to obtain payment of a loan, to realize upon collateral and/or to enforce a deficiency judgment. For example, under the federal bankruptcy code, virtually all actions (including foreclosure actions and deficiency judgment proceedings) are automatically stayed upon the filing of a bankruptcy petition, and, often, no interest or principal payments are made during the course of the bankruptcy proceeding. Also, under federal bankruptcy law, the filing of a petition in bankruptcy by or on behalf of a junior lien holder may stay the senior lender from taking action to foreclose out such junior lien. Certain of the mortgage loans have sponsors that have previously filed bankruptcy and we cannot assure you that such sponsors will not be more likely than other sponsors to utilize their rights in bankruptcy in the event of any

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threatened action by the mortgagee to enforce its rights under the related mortgage loan documents. As a result, the issuing entity’s recovery with respect to borrowers in bankruptcy proceedings may be significantly delayed, and the aggregate amount ultimately collected may be substantially less than the amount owed. See “—Other Financings or Ability To Incur Other Indebtedness Entails Risk” below, “Description of the Mortgage Pool—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” and “Certain Legal Aspects of Mortgage Loans—Foreclosure—Bankruptcy Laws”.

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

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

Litigation Regarding the Mortgaged Properties or Borrowers May Impair Your Distributions

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

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

Certain of the borrower sponsors may have a history of litigation or other proceedings against their lender, in some cases involving various parties to a securitization transaction. We cannot assure you that the borrower sponsors that have engaged in litigation or other proceedings in the past will not commence action against the issuing entity in the future upon any attempt by the applicable special servicer to enforce the mortgage loan documents. Any such actions by the borrower or borrower sponsor may result in significant expense and potential loss to the issuing entity and a shortfall in funds available to make payments on the offered certificates. In addition, certain principals or borrower sponsors may have in the past been convicted of, or pled guilty to, a felony. We cannot assure you that such borrower or principal will not be more likely than other borrowers or principals to avail itself or cause a borrower to avail itself of its legal rights, under the federal bankruptcy

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code or otherwise, in the event of an action or threatened action by the lender or its servicer to enforce the related mortgage loan documents, or otherwise conduct its operations in a manner that is in the best interests of the lender and/or the mortgaged property. We cannot assure you that any such proceedings or actions will not have a material adverse effect upon distributions on your certificates. Further, borrowers, principals of borrowers, property managers and affiliates of such parties may, in the future, be involved in bankruptcy proceedings, foreclosure proceedings or other material proceedings (including criminal proceedings), whether or not related to the mortgage loans. We cannot assure you that any such proceedings will not negatively impact a borrower’s or borrower sponsor’s ability to meet its obligations under the related mortgage loan and, as a result could have a material adverse effect upon your certificates.

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

In addition, in the event the owner of a borrower experiences financial problems, we cannot assure you that such owner would not attempt to take actions with respect to the mortgaged property that may adversely affect the borrower’s ability to fulfill its obligations under the related mortgage loan. See “Description of the Mortgage Pool—Litigation and Other Considerations” for information regarding litigation matters with respect to certain mortgage loans.

Other Financings or Ability to Incur Other Indebtedness Entails Risk

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Additionally, with respect to certain mortgage loans secured by residential cooperative properties, National Cooperative Bank, N.A., an affiliate thereof, or a third-party lender may be the lender, now or in the future, with respect to one or more (1) loans to the related mortgage borrower that are secured, on a subordinated basis, by a mortgage lien upon a mortgaged property that also secures a mortgage loan included in the trust, (2) unsecured loans to the related mortgage borrower and/or (3) cooperative unit loans that are secured by direct equity interests in the related mortgage borrower. See “Description of the Mortgage Pool—Additional Indebtedness—Other Secured Indebtedness—Additional Debt Financing for Mortgage Loans Secured by Residential Cooperatives”, “Certain Affiliations, Relationships And Related Transactions Involving Transaction Parties” and “Certain Legal Aspects of Mortgage Loans—Foreclosure—Cooperative Shares”. In addition to being the lender under certain such arrangements, subject to the servicing standard and to the criteria described in “Pooling and Servicing Agreement—Modifications, Waivers and Amendments”, National Cooperative Bank, N.A. is also permitted to approve, without the consent of the directing certificateholder or any party to the pooling and servicing agreement, the incurrence such additional secured and/or other indebtedness by the borrowers under mortgage loans secured by residential cooperative properties expected to be sold to the depositor by National Cooperative Bank, N.A. See “Risk Factors—Risks Related to Conflicts of Interest—Interests and Incentives of the Originators, the Sponsors and Their Affiliates May Not Be Aligned With Your Interests” and “—Potential Conflicts of Interest of the Master Servicers and the Special Servicers”.

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

Tenancies-in-Common May Hinder Recovery

Certain of the mortgage loans included in the issuing entity have borrowers that own the related mortgaged properties as tenants-in-common. In general, with respect to a tenant-in-common ownership structure, each tenant-in-common owns an undivided share in the property and if such tenant-in-common desires to sell its interest in the property (and is unable to find a buyer or otherwise needs to force a partition) the tenant-in-common has the ability to request that a court order a sale of the property and distribute the proceeds to each tenant in common proportionally. As a result, if a tenant-in-common that has not waived its right of partition or similar right exercises a right of partition, the related mortgage loan may be subject to prepayment. The bankruptcy, dissolution or action for partition by one or more of the tenants-in-common could result in an early repayment of the related mortgage loan, significant delay in recovery against the tenant-in-common borrowers, particularly if the tenant-in-common borrowers file for bankruptcy separately or in series (because each time a tenant-in-common borrower files for bankruptcy, the

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bankruptcy court stay will be reinstated), a material impairment in property management and a substantial decrease in the amount recoverable upon the related mortgage loan. Not all tenants-in-common under the mortgage loans will be single-purpose entities. Each tenant-in-common borrower has waived its right to partition, reducing the risk of partition. However, we cannot assure you that, if challenged, this waiver would be enforceable. In addition, in some cases, the related mortgage loan documents may provide for full recourse (or in an amount equal to its pro rata share of the debt) to the related tenant-in-common borrower or the guarantor if a tenant-in-common files for partition.

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

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

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

Risks Associated with One Action Rules

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

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

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

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the rents may be adversely affected. See “Certain Legal Aspects of Mortgage Loans—Leases and Rents” and “—Foreclosure—Bankruptcy Laws”.

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

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

● what proceedings are required for foreclosure;

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

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

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

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

Risks of Anticipated Repayment Date Loans

Certain of the mortgage loans provide that, if after a certain date (referred to as the anticipated repayment date) the related borrower has not prepaid the mortgage loan in full, any principal outstanding after that anticipated repayment date will accrue interest at an increased interest rate rather than the stated mortgage loan rate. Generally, from and after the anticipated repayment date, cash flow in excess of that required for debt service, the funding of reserves and certain approved operating expenses with respect to the related mortgaged property will be applied toward the payment of principal (without payment of a yield maintenance charge) of the related mortgage loan until its principal balance has been reduced to zero. Although these provisions may create an incentive for the borrower to repay the mortgage loan in full on its anticipated repayment date, a substantial payment would be required and the borrower has no obligation to do so. While interest at the initial mortgage rate continues to accrue and be payable on a current basis on the mortgage loan after its anticipated repayment date, the payment of excess interest will be deferred and will be required to be paid only after the outstanding principal balance of the related mortgage loan has been paid in full, at which time the excess interest that has been deferred, to the extent actually collected, will be paid to the holders of the Class V certificates and the RR Interest, neither of which are offered by this prospectus. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—ARD Loans”.

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

Certain of the mortgage loans may not require the related borrower to cause rent and other payments to be made into a lockbox account maintained on behalf of the mortgagee, although some of those mortgage loans do provide for a springing lockbox. If rental

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payments are not required to be made directly into a lockbox account, there is a risk that the borrower will divert such funds for other purposes.

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

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

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

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

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

● the prevailing interest rates;

● the net operating income generated by the mortgaged property;

● the fair market value of the related mortgaged property;

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

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

● the borrower’s financial condition;

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

● reductions in applicable government assistance/rent subsidy programs;

● the tax laws; and

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● prevailing general and regional economic conditions.

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

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

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

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

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

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

Risks Related to Ground Leases and Other Leasehold Interests

With respect to certain mortgaged properties, the encumbered interest will be characterized as a “fee interest” if (i) the borrower has a fee interest in all or substantially all of the mortgaged property (provided that if the borrower has a leasehold interest in any portion of the mortgaged property, such portion is not material to the use or operation of the mortgaged property), or (ii) the mortgage loan is secured by the borrower’s leasehold interest in the mortgaged property as well as the borrower’s (or other fee owner’s) overlapping fee interest in the related mortgaged property.

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

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

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

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

Further, in a decision by the United States Court of Appeals for the Seventh Circuit (Precision Indus. v. Qualitech Steel SBQ, LLC, 327 F.3d 537 (7th Cir. 2003)) the court ruled with respect to an unrecorded lease of real property that where a statutory sale of the fee interest in leased property occurs under the federal bankruptcy code upon the bankruptcy of a landlord, such sale terminates a lessee’s possessory interest in the property, and the purchaser assumes title free and clear of any interest, including any leasehold estates. Pursuant to the federal bankruptcy code, a lessee may request the bankruptcy court to prohibit or condition the statutory sale of the property so as to provide adequate protection of the leasehold interest; however, the court ruled that this provision does not ensure continued possession of the property, but rather entitles the lessee to compensation for the value of its leasehold interest, typically from the sale proceeds. While there are certain circumstances under which a “free and clear” sale under the federal bankruptcy code would not be authorized (including that the lessee could not be compelled in a legal or equitable proceeding to accept a monetary satisfaction of his possessory interest, and that none of the other conditions of the federal bankruptcy code otherwise permits the sale), we cannot assure you that those circumstances would be present in any proposed sale of a leased premises. As a result, we cannot assure you that, in the event of a statutory sale of leased property pursuant to the federal bankruptcy code, the lessee will be able to maintain possession of the property under the ground lease. In addition, we cannot assure you that the lessee and/or the lender will be able to recoup the full value of the leasehold interest in bankruptcy court. Most of the ground leases contain standard protections typically obtained

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by securitization lenders. Certain of the ground leases with respect to a mortgage loan included in the issuing entity may not. See also representation and warranty no. 36 on Annex D-1 and the exceptions thereto on Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D-1).

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

With respect to certain of the mortgage loans, the related borrower may have given to certain lessors under the related ground lease a right of first refusal in the event a sale is contemplated or an option to purchase all or a portion of the mortgaged property, and these provisions, if not waived, may impede the mortgagee’s ability to sell the related mortgaged property at foreclosure or adversely affect the foreclosure process.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Fee & Leasehold Estates; Ground Leases” and “Certain Legal Aspects of Mortgage Loans—Foreclosure—Bankruptcy Laws”.

Increases in Real Estate Taxes May Reduce Available Funds

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

See “Description of the Mortgage Pool—Real Estate and Other Tax Considerations” for descriptions of real estate tax matters relating to certain mortgaged properties.

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

Many jurisdictions impose recording taxes on mortgages which, if not paid at the time of the recording of the mortgage, may impair the ability of the lender to foreclose the mortgage. Such taxes, interest, and penalties could be significant in amount and would, if imposed, reduce the net proceeds realized by the issuing entity in liquidating the real property securing the related mortgage loan.

Risks Related to Conflicts of Interest

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

The originators, the sponsors and their affiliates (including certain of the underwriters) expect to derive ancillary benefits from this offering and their respective incentives may not be aligned with those of purchasers of the offered certificates. The sponsors originated or

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purchased the mortgage loans in order to securitize the mortgage loans by means of a transaction such as the offering of the offered certificates. The sponsors will sell the mortgage loans to the depositor (an affiliate of Wells Fargo Bank, National Association, one of the sponsors, originators, master servicers, the certificate administrator, the custodian and the anticipated risk retention consultation party, and of Wells Fargo Securities, LLC, one of the underwriters) on the closing date in exchange for cash, derived from the sale of the offered certificates to investors and/or in exchange for offered certificates. A completed offering would reduce the originators’ exposure to the mortgage loans. The originators made the mortgage loans with a view toward securitizing them and distributing the exposure by means of a transaction such as this offering of offered certificates. In addition, certain mortgaged properties may have tenants that are affiliated with the related originator. This offering of offered certificates will effectively transfer the originators’ exposure to the mortgage loans to purchasers of the offered certificates.

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

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

In some cases, the originators, the sponsors or their affiliates are the holders of the mezzanine loans, subordinate loans, unsecured loans and/or companion loans related to their mortgage loans. The originators, the sponsors and/or their respective affiliates may retain existing mezzanine loans, subordinate loans, unsecured loans and/or companion loans or originate future permitted mezzanine indebtedness, subordinate indebtedness or unsecured indebtedness with respect to the mortgage loans. These transactions may cause the originators, the sponsors and their affiliates or their clients or counterparties who purchase the mezzanine loans, subordinate loans, unsecured loans and/or companion loans, as applicable, to have economic interests and incentives that do not align with, and that may be directly contrary to, those of an investor in the offered certificates. In addition, these transactions or actions taken to maintain, adjust or unwind any positions in the future, may, individually or in the aggregate, have a material effect on the market for the offered certificates (if any), including adversely affecting the value of the offered certificates, particularly in illiquid markets. The originators, the sponsors and their affiliates will have no obligation to take, refrain from taking or cease taking any action with respect to such companion loans or any existing or future mezzanine loans, subordinate loans and/or unsecured loans, based on the potential effect on an investor in the offered certificates, and may receive substantial returns from these transactions. In addition, the originators, the sponsors or any of their respective affiliates may benefit from certain relationships, including financial dealings, with any borrower, any non-recourse carveout

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guarantor or any of their respective affiliates, aside from the origination of mortgage loans or contribution of mortgage loans into this securitization. Conflicts may also arise because the sponsors and their respective affiliates intend to continue to actively acquire, develop, operate, finance and dispose of real estate-related assets in the ordinary course of their businesses. During the course of their business activities, the sponsors and their respective affiliates may acquire, sell or lease properties, or finance loans secured by properties, which may include the properties securing the mortgage loans or properties that are in the same markets as the mortgaged properties. Such other properties, similar to other third-party owned real estate, may compete with the mortgaged properties for existing and potential tenants. The sponsors may also, from time to time, be among the tenants at the mortgaged properties, and they should be expected to make occupancy-related decisions based on their self-interest and not that of the issuing entity. We cannot assure you that the activities of these parties with respect to such other properties will not adversely impact the performance of the mortgaged properties.

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

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

In addition, for so long as any of Wells Fargo Bank, National Association, Bank of America, National Association or Morgan Stanley Bank, N.A. (in each case as holders of the RR Interest) is a borrower party with respect to any mortgage loan or whole loan, such party will be required to certify that it will not directly or indirectly provide any information related to any such mortgage loan or whole loan to the related borrower party, any of Wells

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Fargo Bank, National Association’s Bank of America, National Association’s or Morgan Stanley Bank, N.A.’s employees, personnel or affiliates, in each case, involved in the management of any investment in the related borrower party or the related mortgaged property or, to its actual knowledge, any non-affiliate that holds a direct or indirect ownership interest in the related borrower party, and will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with those obligations. For the avoidance of doubt, the above covenants and restrictions will not apply to Wells Fargo Bank, National Association, in its capacity as master servicer or certificate administrator. Notwithstanding those restrictions, there can be no assurance that the related borrower party will not obtain sensitive information related to the strategy of any contemplated workout or liquidation related to any such mortgage loan or whole loan. Notwithstanding such restriction, there can be no assurance that any of Wells Fargo Bank, National Association, Bank of America, National Association or Morgan Stanley Bank, N.A. (in each case as holders of the RR Interest) or the risk retention consultation party will not obtain sensitive information related to the strategy of any contemplated workout or liquidation related to any such mortgage loan or whole loan or otherwise seek to exert its influence over the special servicer in the event such mortgage loan or whole loan becomes subject to a workout or liquidation. See “Description of the Certificates—Reports to Certificateholders; Certain Available Information” in this prospectus.

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

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

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

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

The servicing of the Corporate Woods Portfolio whole loan and the Moffett Place B4 whole loan, each a servicing shift whole loan, is expected to be governed by the pooling and servicing agreement for this securitization only temporarily, in each case until the related servicing shift securitization date. At that time, the servicing and administration of the related servicing shift whole loan will shift to the applicable master servicer and the applicable special servicer under the related servicing shift pooling and servicing agreement and will be governed exclusively by such servicing shift pooling and servicing agreement and the related intercreditor agreement. Neither the closing date of any such securitization nor the identity of any such servicing shift master servicer or servicing shift special servicer has been determined. In addition, the provisions of the servicing shift pooling and servicing agreements have not yet been determined. Prospective investors should be aware that they

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will not have any control over the identity of the servicing shift master servicers or servicing shift special servicers, nor will they have any assurance as to the particular terms of the servicing shift pooling and servicing agreements except to the extent of compliance with any requirements set forth in the related intercreditor agreement. Moreover, the directing certificateholder for this securitization will not have any consent or consultation rights with respect to the servicing of the servicing shift whole loans other than those limited consent and consultation rights as are provided in the related intercreditor agreement, and the holder of the related controlling pari passu companion loan or the controlling party in the related securitization of such controlling pari passu companion loan or such other party specified in the related intercreditor agreement is expected to have rights substantially similar to, but not necessarily identical to, those granted to the directing certificateholder in this transaction. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Whole Loans—Control Rights with respect to Servicing Shift Whole Loans”.

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

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

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

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

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

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

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

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

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

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For a description of certain of the foregoing and additional relationships and arrangements that exist among the parties to this securitization, see “Transaction Parties—The Sponsors and Mortgage Loan Sellers” and “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties”.

Wells Fargo Bank, National Association is the interim custodian of the loan files for all of the mortgage loans serviced under the PSA that Morgan Stanley Mortgage Capital Holdings LLC and Bank of America, National Association will transfer to the depositor.

Pursuant to certain interim servicing agreements between Wells Fargo Bank, National Association and Morgan Stanley Mortgage Capital Holdings LLC, a sponsor and a mortgage loan seller, or Wells Fargo Bank, National Association and certain affiliates of Morgan Stanley Mortgage Capital Holdings LLC, Wells Fargo Bank, National Association acts as primary servicer with respect to certain mortgage loans owned by Morgan Stanley Mortgage Capital Holdings LLC and such affiliates from time to time, including, prior to their inclusion in the trust fund, some or all of the mortgage loans that Morgan Stanley Mortgage Capital Holdings LLC will transfer to the depositor.

Pursuant to an interim servicing agreement between Wells Fargo Bank, National Association and Bank of America, National Association, each a sponsor, an originator and a mortgage loan seller, Wells Fargo Bank, National Association acts as primary servicer with respect to certain mortgage loans owned by Bank of America, National Association from time to time, including, prior to their inclusion in the trust fund, some or all of the mortgage loans that Bank of America, National Association will transfer to the depositor.

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

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

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

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

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

In addition, with respect to certain mortgage loans secured by residential cooperative properties, National Cooperative Bank, N.A. or an affiliate thereof may hold, now or in the future, one or more (a) loans to the related mortgage borrower that are secured, on a subordinated basis, by a mortgage lien upon a mortgaged property that also secures a mortgage loan included in the trust, (b) unsecured loans to the related mortgage borrower and/or (c) cooperative unit loans that are secured by direct equity interests in the related mortgage borrower. See “Description of the Mortgage Pool—Additional Indebtedness—Other Secured Indebtedness—Additional Debt Financing for Mortgage Loans Secured by Residential Cooperatives”, “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties” and “Certain Legal Aspects of Mortgage Loans—Foreclosure—Cooperative Shares”. Additionally, subject to the servicing standard and to the criteria described in “Pooling and Servicing Agreement—Modifications, Waivers and Amendments”, National Cooperative Bank, N.A. is also permitted to approve, without the consent of the directing certificateholder or any party to the pooling and servicing agreement, the incurrence of additional and/or other additional secured indebtedness by the borrowers under mortgage loans secured by residential cooperative properties expected to be sold to the depositor by National Cooperative Bank, N.A. only, and if it so elects, to act as lender in such instances.

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

In order to minimize the effect of certain of these conflicts of interest as they relate to the special servicers, for so long as any special servicer obtains knowledge that it has become a borrower party (with respect to “an excluded special servicer loan”), such special servicer will be required to resign as special servicer with respect to that mortgage loan and, prior to the occurrence of a control termination event under the pooling and servicing agreement, the directing certificateholder will be required to select a separate special servicer that is not a borrower party (referred to herein as an “excluded special servicer”) with respect to any excluded special servicer loan, unless such excluded special servicer loan is also an excluded loan (as to the directing certificateholder or the holder of the majority of the controlling class). After the occurrence and during the continuance of a control termination event, if at any time the applicable excluded special servicer loan is also an excluded loan (as to the directing certificateholder or the holder of the majority of the controlling class) or if the directing certificateholder is entitled to appoint the excluded

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special servicer but does not so appoint within 30 days of notice of resignation, the resigning special servicer will be required to select the related excluded special servicer. See “Pooling and Servicing Agreement—Replacement of a Special Servicer Without Cause”. Any excluded special servicer will be required to perform all of the obligations of the applicable special servicer with respect to such excluded special servicer loan and will be entitled to all special servicing compensation with respect to such excluded special servicer loan earned during such time as the related mortgage loan is an excluded special servicer loan. While such special servicer will have the same access to information related to the excluded special servicer loan as it does with respect to the other mortgage loans, such special servicer will covenant in the pooling and servicing agreement that it will not directly or indirectly provide any information related to any excluded special servicer loan to the related borrower party, any of such special servicer’s employees or personnel or any of its affiliates involved in the management of any investment in the related borrower party or the related mortgaged property or, to its actual knowledge, any non-affiliate that holds a direct or indirect ownership interest in the related borrower party, and will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with those obligations. Notwithstanding those restrictions, there can be no assurance that the related borrower party will not obtain sensitive information related to the strategy of any contemplated workout or liquidation related to an excluded special servicer loan.

Each of these relationships may create a conflict of interest. For instance, if any special servicer or its affiliate holds a subordinate class of certificates, such special servicer might seek to reduce the potential for losses allocable to those certificates from the mortgage loans by deferring acceleration in hope of maximizing future proceeds. However, that action could result in less proceeds to the issuing entity than would be realized if earlier action had been taken. In addition, no servicer is required to act in a manner more favorable to the offered certificates or any particular class of certificates than to the BANK 2017-BNK7 non-offered certificates, any serviced companion loan holder or the holder of any serviced companion loan securities.

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

Each special servicer may enter into one or more arrangements with the directing certificateholder, a controlling class certificateholder, a serviced companion loan holder or other certificateholders (or an affiliate or a third party representative of one or more of the preceding parties) to provide for a discount and/or revenue sharing with respect to certain of the special servicer compensation in consideration of, among other things, such special

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servicer’s appointment (or continuance) as special servicer under the pooling and servicing agreement and/or the related intercreditor agreement and limitations on the right of such person to replace the special servicer. See “—Other Potential Conflicts of Interest May Affect Your Investment” below.

It is expected that RREF III Debt AIV, LP or another affiliate of Rialto Capital Advisors, LLC, a special servicer, will be the initial directing certificateholder. Rialto Capital Advisors, LLC, a special servicer for this transaction, is an affiliate of (a) the entity or entities that are anticipated to purchase the Class E, Class F, Class G, Class X-E, Class X-F, Class X-G and Class V certificates and (b) RREF III Debt AIV, LP or its affiliate, which is expected to be appointed as the initial directing certificateholder with respect to each mortgage loan (other than (i) any non-serviced mortgage loan, (ii) any servicing shift mortgage loan or (iii) any excluded loan with respect to the directing certificateholder). Rialto Capital Advisors, LLC is expected to act as a special servicer and it or an affiliate assisted RREF III Debt AIV, LP and/or one or more of its affiliates with its due diligence of the mortgage loans prior to the closing date.

Similarly, it is expected that Wells Fargo Bank, National Association, a sponsor, an originator, a mortgage loan seller and the retaining sponsor, will be a holder of a portion of the RR Interest and will be the initial risk retention consultation party. In addition, Wells Fargo Bank, National Association will also be a master servicer, the custodian and the certificate administrator under this securitization and is an affiliate of Wells Fargo Commercial Mortgage Securities, Inc., the depositor, and of Wells Fargo Securities, LLC, one of the underwriters. In addition, Wells Fargo Bank, National Association is (a) the master servicer, certificate administrator and custodian under the JPMCC 2017-JP7 PSA, which governs the servicing and administration of the First Stamford Place Whole Loan (b) the servicer, certificate administrator and custodian under the BXP Trust 2017-GM TSA, which governs the servicing and administration of the General Motors Building Whole Loan, and (c) the master servicer under the CGCMT 2017-B1 PSA, which governs the servicing and administration of the 411 East Wisconsin Whole Loan.

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

Rialto Capital Advisors, LLC is expected to act as a special servicer, and it or an affiliate assisted RREF III Debt AIV, LP and/or one of its affiliates with its due diligence of the mortgage loans prior to the closing date.

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

Potential Conflicts of Interest of the Operating Advisor

Pentalpha Surveillance LLC has been appointed as the initial operating advisor with respect to all of the mortgage loans other than any non-serviced mortgage loan. See

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“Transaction Parties—The Operating Advisor and Asset Representations Reviewer”. In the normal course of conducting its business, the initial operating advisor and its affiliates may have rendered services to, performed surveillance of, provided valuation services to, and negotiated with, numerous parties engaged in activities related to structured finance and commercial mortgage securitization. These parties may have included institutional investors, the depositor, the sponsors, the mortgage loan sellers, the originators, the certificate administrator, the trustee, the master servicers, the special servicers, the directing certificateholder, the risk retention consultation party, mortgaged property owners and their vendors or affiliates of any of those parties. In the normal course of business, Pentalpha Surveillance LLC and its affiliates are hired by trustees and other transaction parties to perform valuation services with respect to properties that may have mortgages attached. Each of these relationships, to the extent they exist, may continue in the future and may involve a conflict of interest with respect to the initial operating advisor’s duties as operating advisor. We cannot assure you that the existence of these relationships and other relationships in the future will not impact the manner in which the initial operating advisor performs its duties under the pooling and servicing agreement.

The operating advisor or its affiliates may acquire or have interests in or duties (including contract underwriting services, advisory services and/or servicing or special servicing obligations) with respect to existing and new mortgage loans for itself, its affiliates or third parties, including portfolios of mortgage loans similar to the mortgage loans included in the issuing entity. These other mortgage loans and the related mortgaged properties may be in the same markets as, or have owners, obligors or property managers in common with, one or more of the mortgage loans in the issuing entity and the related mortgaged properties. As a result of the investments and activities described above, the interests of the operating advisor and its affiliates and their clients may differ from, and conflict with, the interests of the issuing entity. Consequently, personnel of any successor operating advisor may perform services, on behalf of the issuing entity, with respect to the mortgage loans at the same time as they are performing services, on behalf of other persons, with respect to other mortgage loans secured by properties that compete with the mortgaged properties securing the mortgage loans. This may pose inherent conflicts of interest for the initial operating advisor. Although the operating advisor is required to consider the servicing standard in connection with its activities under the pooling and servicing agreement, the operating advisor will not itself be bound by the servicing standard.

In addition, the operating advisor and its affiliates may acquire or have interests that are in conflict with those of certificateholders if the operating advisor or any of its affiliates has financial interests in or financial dealings with a borrower, a parent or a sponsor of a borrower, a servicer or any of their affiliates. Each of these relationships may also create a conflict of interest.

Potential Conflicts of Interest of the Asset Representations Reviewer

Pentalpha Surveillance LLC has been appointed as the initial asset representations reviewer with respect to all of the mortgage loans. See “Transaction Parties—The Operating Advisor and the Asset Representations Reviewer”. In the normal course of conducting its business, the initial asset representations reviewer and its affiliates have rendered services to, performed surveillance of, provided valuation services to, and negotiated with, numerous parties engaged in activities related to structured finance and commercial mortgage securitization. These parties may have included institutional investors, the depositor, the sponsors, the mortgage loan sellers, the originators, the certificate administrator, the trustee, the master servicers, the special servicers or the directing certificateholder, the risk retention consultation party, collateral property owners and their

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vendors or affiliates of any of those parties. In the normal course of business, Pentalpha Surveillance LLC and its affiliates are hired by transaction parties to perform valuation services with respect to properties that may have mortgages attached. Each of these relationships, to the extent they exist, may continue in the future and may involve a conflict of interest with respect to the initial asset representations reviewer’s duties as asset representations reviewer. We cannot assure you that the existence of these relationships and other relationships in the future will not impact the manner in which the initial asset representations reviewer performs its duties under the pooling and servicing agreement.

The asset representations reviewer or its affiliates may acquire or have interests in or duties (including contract underwriting services, advisory services and/or servicing or special servicing obligations) with respect to existing and new mortgage loans for itself, its affiliates or third parties, including portfolios of mortgage loans similar to the mortgage loans included in the issuing entity. These other mortgage loans and the related mortgaged properties may be in the same markets as, or have owners, obligors or property managers in common with, one or more of the mortgage loans in the issuing entity and the related mortgaged properties. As a result of the investments and activities described above, the interests of the asset representations reviewer and its affiliates and their clients may differ from, and conflict with, the interests of the issuing entity. Consequently, personnel of any successor asset representations reviewer may perform services, on behalf of the issuing entity, with respect to the mortgage loans at the same time as they are performing services, on behalf of other persons, with respect to other mortgage loans secured by properties that compete with the mortgaged properties securing the mortgage loans. This may pose inherent conflicts of interest for the initial asset representations reviewer.

In addition, the asset representations reviewer and its affiliates may acquire or have interests that are in conflict with those of certificateholders if the asset representations reviewer or any of its affiliates has financial interests in or financial dealings with a borrower, a parent or a sponsor of a borrower, a servicer or any of their affiliates. Each of these relationships may also create a conflict of interest.

Potential Conflicts of Interest of the Directing Certificateholder and the Companion Holders

It is expected that RREF III Debt AIV, LP (or another affiliate of Rialto Capital Advisors, LLC) will be appointed as the initial directing certificateholder. The special servicers may, at the direction of the directing certificateholder (for so long as a control termination event does not exist and, at all times, other than with respect to any excluded loan) (or, in the case of the servicing shift mortgage loans, at the direction of the related controlling noteholder, prior to the applicable servicing shift securitization date), take actions with respect to the specially serviced loans that could adversely affect the holders of some or all of the classes of certificates. The directing certificateholder will be controlled by the controlling class certificateholders.

The controlling class certificateholders and the holder of any companion loan or securities backed by such companion loan may have interests in conflict with those of the other certificateholders. As a result, it is possible that (i) the directing certificateholder on behalf of the controlling class certificateholders (for so long as a control termination event does not exist and, at all times, other than with respect to any excluded loan or non-serviced whole loan), (ii) the controlling noteholder of the Corporate Woods Portfolio whole loan or the Moffett Place B4 whole loan prior to the applicable servicing shift securitization date or (iii) the directing certificateholder (or equivalent entity) under the trust and servicing agreement or pooling and servicing agreement governing the servicing of a non-serviced whole loan, may direct the applicable special servicer under the pooling

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and servicing agreement or the special servicer under such trust and servicing agreement or pooling and servicing agreement relating to the securitization transaction governing the servicing of such non-serviced whole loan, as the case may be, to take actions that conflict with the interests of holders of certain classes of the certificates. See “Description of the Mortgage Pool—The Whole Loans—General” for the identity of the initial directing certificateholder (or equivalent entity) for each non-serviced whole loan, the securitization trust or other entity holding the controlling note in such non-serviced whole loan and the trust and servicing agreement or pooling and servicing agreement under which it is being serviced.

Whole Loan(1)	Non-Serviced PSA	Controlling Noteholder	Initial Directing Certificateholder(2)
General Motors Building	BXP Trust 2017-GM	BXP Trust 2017-GM	BlackRock Financial Management, Inc. or an affiliate
411 East Wisconsin	CGCMT 2017-B1	CGCMT 2017-B1	Elliott Management Corporation
First Stamford Place	JPMCC 2017-JP7	JPMCC 2017-JP7	Barings LLC

⁽¹⁾ Does not include the Corporate Woods Portfolio Whole Loan and the Moffett Place B4 Whole Loan, for each of which servicing will be transferred on the related Servicing Shift Securitization Date. The initial controlling noteholder of the Corporate Woods Portfolio Whole Loan will be Citi Real Estate Finance Inc. or an affiliate and the initial controlling noteholder of the Moffett Place B4 Whole Loan will be Deutsche Bank AG, New York Branch, in each case as holder of the related Controlling Companion Loan. With respect to each such Whole Loan, after the related Servicing Shift Securitization Date, the controlling noteholder of such Whole Loan will be the securitization trust into which the related Controlling Companion Loan is deposited. The initial directing certificateholder after such Servicing Shift Securitization Date is expected to be the controlling class representative or other directing certificateholder under the securitization into which the related Controlling Companion Loan was deposited.

⁽²⁾ As of the closing date of the related securitization.

The controlling noteholder or directing certificateholder for each non-serviced whole loan has certain consent and/or consultation rights with respect to the related non-serviced whole loan under the trust and servicing agreement or pooling and servicing agreement governing the servicing of that non-serviced whole loan. Such controlling noteholder or directing certificateholder does not have any duties to the holders of any class of certificates and may have similar conflicts of interest with the holders of other certificates backed by the companion loans. As a result, it is possible that a controlling noteholder of a non-serviced whole loan (solely with respect to the related non-serviced whole loan) may advise a non-serviced special servicer to take actions that conflict with the interests of holders of certain classes of the certificates. However, such non-serviced special servicer is not permitted to take actions that are prohibited by law or that violate its servicing standard or the terms of the related mortgage loan documents. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”. In addition, except as limited by certain conditions described under “Description of the Mortgage Pool—The Whole Loans”, a non-serviced special servicer may be replaced by the related directing certificateholder or controlling noteholder for cause at any time and without cause for so long as a control termination event (or its equivalent) does not exist (or, in the case of a servicing shift mortgage loan, prior to the applicable servicing shift securitization date, by the holder of the controlling companion loan at any time, for cause or without cause). See “—Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”, “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans”, “—The Non-Serviced AB Whole Loan” and “—Pooling and Servicing Agreement—Servicing of the Servicing Shift Mortgage Loans”.

With respect to a servicing shift whole loan, prior to the applicable servicing shift securitization date, the related controlling companion loan holder will have certain consent and/or consultation rights, and the related non-controlling companion loan holders will have non-binding consultation rights, in each case with respect to such servicing shift whole loan under the pooling and servicing agreement. Such companion loan holders do not have any duties to the holders of any class of certificates and may have similar conflicts of interest

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with the holders of other certificates backed by the companion loans, if any. As a result, it is possible that such controlling companion loan holder (solely with respect to the related servicing shift whole loan and prior to the applicable servicing shift securitization date) may advise the applicable special servicer to take actions that conflict with the interests of holders of certain classes of the certificates. Additionally, it is possible that such non-controlling companion loan holder (solely with respect to the related servicing shift whole loan and prior to the applicable servicing shift securitization date) may, on a strictly non-binding basis, consult with the applicable special servicer and recommend that such special servicer take actions that conflict with the interests of holders of certain classes of the certificates. Accordingly, prior to the applicable servicing shift securitization date, the applicable special servicer may take actions with respect to the related serviced whole loan that could adversely affect the holders of some or all of the classes of certificates, to the extent described under “Description of the Mortgage Pool—The Whole Loans”. However, such special servicer is not permitted to take actions that are prohibited by law or that violate its servicing standard or the terms of the related mortgage loan documents. After the related servicing shift securitization date, the related servicing shift whole loan will become a non-serviced whole loan and, thereafter, be subject to the conflicts described herein applicable to non-serviced mortgage loans. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

In addition, except as limited by certain conditions described under “Pooling and Servicing Agreement—Termination of a Master Servicer or Special Servicer for Cause—Servicer Termination Events”, either special servicer may be replaced by the directing certificateholder at any time for cause or without cause (for so long as a control termination event does not exist and other than in respect of any applicable excluded loan). See “Pooling and Servicing Agreement—The Directing Certificateholder” and “—Termination of a Master Servicer or Special Servicer for Cause—Servicer Termination Events”. With respect to the right of the directing certificateholder to replace each special servicer under certain circumstances, investors should consider that National Cooperative Bank, N.A., the initial special servicer with respect to each of the mortgage loans included in the pool that are secured by residential cooperative properties to be sold to the depositor by National Cooperative Bank, N.A., is experienced in acting as a lender and a servicer with respect to mortgage loans secured by residential cooperative properties. Should the directing certificateholder elect to replace such special servicer, we cannot assure you that any successor special servicer selected pursuant to the terms of the pooling and servicing agreement would have the same familiarity or experience with the servicing of mortgage loans secured by residential cooperative properties.

With respect to serviced whole loans other than any servicing shift whole loan, each special servicer, upon strictly non-binding consultation with a serviced companion loan holder or its representative, may take actions with respect to the related serviced whole loan that could adversely affect the holders of some or all of the classes of certificates, to the extent described under “Description of the Mortgage Pool—The Whole Loans”. In connection with a pari passu whole loan serviced under the pooling and servicing agreement for this securitization, a serviced companion loan holder does not have any duties to the holders of any class of certificates, and it may have interests in conflict with those of the certificateholders. As a result, it is possible that a serviced companion loan holder with respect to a serviced whole loan other than any servicing shift whole loan (solely with respect to the related serviced whole loan) may, on a strictly non-binding basis, consult with the applicable special servicer and recommend that the special servicer take actions that conflict with the interests of holders of certain classes of the certificates. However, the applicable special servicer is not required to follow such recommendations and is not permitted to take actions that are prohibited by law or that violate the servicing standard or

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the terms of the mortgage loan documents and is otherwise under no obligation to take direction from a serviced companion loan holder.

Notwithstanding the foregoing, with respect to a servicing shift whole loan, prior to the applicable servicing shift securitization date, the applicable special servicer may be replaced by the holder of the related controlling companion loan at any time, for cause or without cause.

The directing certificateholder, any controlling noteholder or their respective affiliates (and the directing certificateholder (or equivalent entity) under a trust and servicing agreement or pooling and servicing agreement governing the servicing of a non-serviced whole loan and their respective affiliates) may have interests that are in conflict with those of certain certificateholders, especially if the applicable directing certificateholder, controlling noteholder or any of their respective affiliates holds certificates or companion loan securities, or has financial interests in or other financial dealings (as lender or otherwise) with a borrower or an affiliate of a borrower. In order to minimize the effect of certain of these conflicts of interest, for so long as any borrower party is the directing certificateholder or the holder of the majority of the controlling class (any such mortgage loan referred to herein as an “excluded loan” with respect to the directing certificateholder or the holder of the majority of the controlling class), the directing certificateholder will not have consent or consultation rights solely with respect to the related excluded loan (however, the directing certificateholder will be provided certain notices and certain information relating to such excluded loan as described in the pooling and servicing agreement). In addition, for so long as any borrower party is the directing certificateholder or a controlling class certificateholder, as applicable, the directing certificateholder or such controlling class certificateholder, as applicable, will not be given access to any “excluded information” solely relating to the related excluded loan and/or the related mortgaged properties pursuant to the terms of the pooling and servicing agreement. Notwithstanding those restrictions, there can be no assurance that the directing certificateholder or any controlling class certificateholder will not obtain sensitive information related to the strategy of any contemplated workout or liquidation related to an excluded loan or otherwise seek to exert its influence over the special servicer in the event an excluded loan becomes subject to a workout or liquidation. See “Description of the Certificates—Reports to Certificateholders; Certain Available Information” in this prospectus. Each of these relationships may create a conflict of interest.

Rialto Capital Advisors, LLC, a special servicer, is also an affiliate of the entity that (a) is anticipated to purchase the Class E, Class F, Class G, Class X-E, Class X-F, Class X-G and Class V certificates on the closing date and (b) is expected to be appointed as the initial directing certificateholder.

Potential Conflicts of Interest in the Selection of the Underlying Mortgage Loans

The anticipated initial investor in the Class F and Class G certificates, which is referred to in this prospectus as the “b-piece buyer” (see “Pooling and Servicing Agreement—The Directing Certificateholder—General”), was given the opportunity by the sponsors to perform due diligence on the mortgage loans originally identified by the sponsors for inclusion in the issuing entity, and to request the removal, re-sizing or change in the expected repayment dates or other features of some or all of the mortgage loans. The mortgage pool as originally proposed by the sponsors was adjusted based on certain of these requests. In addition, the b-piece buyer received or may have received price adjustments or cost mitigation arrangements in connection with accepting certain mortgage loans in the mortgage pool.

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We cannot assure you that you or another investor would have made the same requests to modify the original pool as the b-piece buyer or that the final pool as influenced by the b-piece buyer’s feedback will not adversely affect the performance of your certificates and benefit the performance of the b-piece buyer’s certificates. Because of the differing subordination levels, the b-piece buyer has interests that may, in some circumstances, differ from those of purchasers of other classes of certificates, and may desire a portfolio composition that benefits the b-piece buyer but that does not benefit other investors. In addition, the b-piece buyer may enter into hedging or other transactions or otherwise have business objectives that also could cause its interests with respect to the mortgage pool to diverge from those of other purchasers of the certificates. The b-piece buyer performed due diligence solely for its own benefit and has no liability to any person or entity for conducting its due diligence. The b-piece buyer is not required to take into account the interests of any other investor in the certificates in exercising remedies or voting or other rights in its capacity as owner of its certificates or in making requests or recommendations to the sponsors as to the selection of the mortgage loans and the establishment of other transaction terms. Investors are not entitled to rely on in any way the b-piece buyer’s acceptance of a mortgage loan. The b-piece buyer’s acceptance of a mortgage loan does not constitute, and may not be construed as, an endorsement of such mortgage loan, the underwriting for such mortgage loan or the originator of such mortgage loan.

The b-piece buyer will have no liability to any certificateholder for any actions taken by it as described in the preceding two paragraphs and the pooling and servicing agreement will provide that each certificateholder, by its acceptance of a certificate, waives any claims against such buyers in respect of such actions.

The b-piece buyer, or an affiliate, will constitute the initial directing certificateholder. The directing certificateholder will have certain rights to direct and consult with each master servicer and special servicer. In addition, the directing certificateholder will generally have certain consultation rights with regard to the non-serviced mortgage loans under the trust and servicing agreement or pooling and servicing agreement, as applicable, governing the servicing of such non-serviced whole loan and the related intercreditor agreement and with regard to any servicing shift whole loan following the applicable servicing shift securitization date, under the related pooling and servicing agreement governing the servicing of such servicing shift whole loan. See “Pooling and Servicing Agreement—The Directing Certificateholder” and the descriptions of the consultation and control rights of the holders of the companion loan(s) for each of the whole loans under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “—The Non-Serviced AB Whole Loan”.

It is expected that RREF III Debt AIV, LP or another affiliate of Rialto Capital Advisors, LLC, a special servicer, will be the initial directing certificateholder. Rialto Capital Advisors, LLC, one of the expected special servicers for this transaction, is an affiliate of (a) the entity or entities that are anticipated to purchase the Class E, Class F, Class G, Class X-E, Class X-F, Class X-G and Class V, certificates and (b) RREF III Debt AIV, LP or its affiliate, which is expected to be appointed as the initial directing certificateholder with respect to each mortgage loan (other than (i) any non-serviced mortgage loan, (ii) any servicing shift mortgage loan or (iii) any excluded loan with respect to the directing certificateholder). Rialto Capital Advisors, LLC is expected to act as a special servicer and it or an affiliate assisted RREF III Debt AIV, LP and/or one or more of its affiliates with its due diligence of the mortgage loans prior to the closing date.

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Because the incentives and actions of the b-piece buyer may, in some circumstances, differ from or be adverse to those of purchasers of the offered certificates, you are advised and encouraged to make your own investment decision based on a careful review of the information set forth in this prospectus and your own view of the mortgage pool.

Conflicts of Interest May Occur as a Result of the Rights of the Applicable Directing Certificateholder To Terminate the Special Servicer of the Applicable Whole Loan

With respect to each whole loan, the directing certificateholder exercising control rights over that whole loan (or, with respect to a servicing shift whole loan, the holder of the related controlling companion loan) will be entitled, under certain circumstances, to remove the special servicer under the applicable pooling and servicing agreement or trust and servicing agreement governing the servicing of such whole loan and, in such circumstances, appoint a successor special servicer for such whole loan (or have certain consent rights with respect to such removal or replacement). The party with this appointment power may have special relationships or interests that conflict with those of the holders of one or more classes of certificates. In addition, that party does not have any duties to the holders of any class of certificates, may act solely in its own interests, and will have no liability to any certificateholders for having done so. No certificateholder may take any action against the directing certificateholder or, with respect to a servicing shift whole loan, the holder of the related controlling companion loan, under the pooling and servicing agreement for this securitization or under the pooling and servicing agreement or trust and servicing agreement governing the servicing of a non-serviced whole loan, or against any other parties for having acted solely in their respective interests. See “Description of the Mortgage Pool—The Whole Loans” for a description of these rights to terminate the special servicer.

Other Potential Conflicts of Interest May Affect Your Investment

The managers of the mortgaged properties and the borrowers may experience conflicts in the management and/or ownership of the mortgaged properties because:

● a substantial number of the mortgaged properties are managed by property managers affiliated with the respective borrowers;

● these property managers also may manage and/or franchise additional properties, including properties that may compete with the mortgaged properties; and

● affiliates of the managers and/or the borrowers, or the managers and/or the borrowers themselves, also may own other properties, including competing properties.

None of the borrowers, property managers or any of their affiliates or any employees of the foregoing has any duty to favor the leasing of space in the mortgaged properties over the leasing of space in other properties, one or more of which may be adjacent to or near the mortgaged properties.

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

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Other Risks Relating to the Certificates

The Certificates Are Limited Obligations

The certificates, when issued, will only represent ownership interests in the issuing entity. The certificates will not represent an interest in or obligation of, and will not be guaranteed by, the sponsors, the depositor, or any other person. The primary assets of the issuing entity will be the mortgage loans, and distributions on any class of certificates will depend solely on the amount and timing of payments and other collections in respect of the mortgage loans, and the subsequent allocation of such amounts between the RR Interest, on one hand, and the non-retained certificates, on the other hand, as described in “Credit Risk Retention—RR Interest”. We cannot assure you that the cash flow from the mortgaged properties and the proceeds of any sale or refinancing of the mortgaged properties will be sufficient to pay the principal of, and interest on, the mortgage loans or to distribute in full the amounts of interest and principal to which the certificateholders will be entitled. See “Description of the Certificates—General”.

The Certificates May Have Limited Liquidity and the Market Value of the Certificates May Decline

Your certificates will not be listed on any national securities exchange or traded on any automated quotation systems of any registered securities association, and there is currently no secondary market for your certificates. The underwriters have no obligation to make a market in the offered certificates. We cannot assure you that an active secondary market for the certificates will develop. Additionally, one or more investors may purchase substantial portions of one or more classes of certificates. Accordingly, you may not have an active or liquid secondary market for your certificates.

The market value of the certificates will also be influenced by the supply of and demand for CMBS generally. A number of factors will affect investors’ demand for CMBS, including:

● the availability of alternative investments that offer higher yields or are perceived as being a better credit risk than CMBS, or as having a less volatile market value or being more liquid than CMBS;

● legal and other restrictions that prohibit a particular entity from investing in CMBS or limit the amount or types of CMBS that it may acquire or require it to maintain increased capital or reserves as a result of its investment in CMBS;

● increased regulatory compliance burdens imposed on CMBS or securitizations generally, or on classes of securitizers, that may make securitization a less attractive financing option for commercial mortgage loans; and

● investors’ perceptions of commercial real estate lending or CMBS, which may be adversely affected by, among other things, a decline in real estate values or an increase in defaults and foreclosures on commercial mortgage loans.

We cannot assure you that your certificates will not decline in value.

Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity of the Offered Certificates

We make no representation as to the proper characterization of the offered certificates for legal investment, financial institution regulatory, financial reporting or other purposes, as to the ability of particular investors to purchase the offered certificates under applicable

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legal investment or other restrictions or as to the consequences of an investment in the offered certificates for such purposes or under such restrictions. Changes in federal banking and securities laws and other laws and regulations may have an adverse effect on issuers, investors or other participants in the asset-backed securities markets including the CMBS market and may have adverse effects on the liquidity, market value and regulatory characteristics of the certificates. While the general effects of such changes are uncertain, regulatory or legislative provisions applicable to certain investors may have the effect of limiting or restricting their ability to hold or acquire CMBS, which in turn may adversely affect the ability of investors in the offered certificates who are not subject to those provisions to resell their certificates in the secondary market. For example:

● Recent changes in federal banking and securities laws, including those resulting from the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) enacted in the United States, may have an adverse effect on issuers, investors, and other participants in the asset-backed securities markets. In particular, new capital regulations were issued by the U.S. banking regulators in July 2013; these regulations implement the increased capital requirements established under the Basel Accord and are being phased in over time. These new capital regulations eliminate reliance on credit ratings and otherwise alter, and in most cases increase, the capital requirements imposed on depository institutions and their holding companies, including with respect to ownership of asset-backed securities such as CMBS. Further changes in capital requirements have been announced by the Basel Committee on Banking Supervision and it is uncertain when such changes will be implemented in the United States. When fully implemented in the United States, these changes may have an adverse effect with respect to investments in asset-backed securities, including CMBS. As a result of these regulations, investments in CMBS such as the certificates by financial institutions subject to bank capital regulations may result in greater capital charges to these financial institutions and these new regulations may otherwise adversely affect the treatment of CMBS for their regulatory capital purposes.

● Regulations were adopted on December 10, 2013 to implement Section 619 of the Dodd-Frank Act (such statutory provision together with such implementing regulations, the “Volcker Rule”). The Volcker Rule generally prohibits “banking entities” (which is broadly defined to include U.S. banks and bank holding companies and many non-U.S. banking entities, together with their respective subsidiaries and other affiliates) from (i) engaging in proprietary trading, (ii) acquiring or retaining an ownership interest in or sponsoring a “covered fund” and (iii) entering into certain relationships with such funds. The Volcker Rule became effective on July 21, 2012, and final regulations implementing the Volcker Rule were adopted on December 10, 2013. Banking entities are required to be in conformance with the Volcker Rule by July 21, 2015, although ownership interests or sponsorships in covered funds in existence prior to December 31, 2013 are not required to be brought into conformance until July 21, 2017 (with the possibility of an additional five year extension for certain illiquid funds). Prior to the applicable conformance date expiration, banking entities must make good faith efforts to conform their activities and investments to the Volcker Rule. Under the Volcker Rule, unless otherwise jointly determined otherwise by specified federal regulators, a “covered fund” does not include an issuer that may rely on an exclusion or exemption from the definition of “investment company” under the Investment Company Act other than the exclusions contained in Section 3(c)(1) and Section 3(c)(7) of the Investment Company Act.

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The issuing entity will be relying on an exclusion or exemption under the Investment Company Act contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule. The general effects of the Volcker Rule remain uncertain. Any prospective investor in the certificates, including a U.S. or foreign bank or a subsidiary or other affiliate thereof, should consult its own legal advisors regarding such matters and other effects of the Volcker Rule.

● The Financial Accounting Standards Board has adopted changes to the accounting standards for structured products. These changes, or any future changes, may affect the accounting for entities such as the issuing entity, could under certain circumstances require an investor or its owner generally to consolidate the assets of the issuing entity in its financial statements and record third parties’ investments in the issuing entity as liabilities of that investor or owner or could otherwise adversely affect the manner in which the investor or its owner must report an investment in CMBS for financial reporting purposes.

● For purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended, no class of offered certificates will constitute “mortgage related securities”.

● In addition, compliance with legal requirements, such as the credit risk retention regulations under the Dodd-Frank Act, could cause commercial real estate lenders to tighten their lending standards and reduce the availability of debt financing for commercial real estate borrowers. This, in turn, may adversely affect the borrower’s ability to refinance the mortgage loan or sell the mortgaged property on the maturity date. We cannot assure you that the borrower will be able to generate sufficient cash from the sale or refinancing of the mortgaged property to make the balloon payment on the mortgage loan.

Further changes in federal banking and securities laws and other laws and regulations may have an adverse effect on issuers, investors, or other participants in the asset-backed securities markets (including the CMBS market) and may have adverse effects on the liquidity, market value and regulatory characteristics of the certificates.

Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities should consult with their own legal, accounting and other advisors in determining whether, and to what extent, the offered certificates will constitute legal investments for them or are subject to investment or other restrictions, unfavorable accounting treatment, capital charges or reserve requirements. See “Legal Investment”.

EU Risk Retention and Due Diligence Requirements

Investors should be aware of the risk retention and due diligence requirements in Europe (the “EU Risk Retention and Due Diligence Requirements”) which currently apply, or are expected to apply in the future, in respect of various types of EU regulated investors including credit institutions, authorized alternative investment fund managers, investment firms, insurance and reinsurance undertakings, management companies and funds regulated pursuant to the Undertakings for Collective Investments in Transferable Securities (UCITS) Directive and institutions for occupational retirement provision. Among other things, such requirements restrict an investor who is subject to the EU Risk Retention and Due Diligence Requirements from investing in securitizations unless: (i) the originator,

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sponsor or original lender in respect of the relevant securitization has explicitly disclosed that it will retain, on an on-going basis, a net economic interest of not less than five percent in respect of certain specified credit risk tranches or securitized exposures; and (ii) such investor is able to demonstrate that they have undertaken certain due diligence in respect of various matters including but not limited to its note position, the underlying assets and (in the case of certain types of investors) the relevant sponsor or originator.

On September 30, 2015, the European Commission (the “European Commission”) published a proposal to amend the Capital Requirements Regulation (the “CRR Amendment Regulation”) and a proposed regulation relating to a European framework for simple, transparent and standardized securitisation (the “STS Securitization Regulation”) which would, among other things, re-cast the EU risk retention rules as part of wider changes to establish a “Capital Markets Union” in Europe (together with the CRR Amendment Regulation, the “Securitization Regulations”). “Capital Requirements Regulation” means Articles 404 to 410 of the European Union Regulation (EU) No 575/2013, as supplemented by Commission Delegated Regulation (EU) No 625/2014, including any further technical standards and guidance published in relation thereto as may be effective from time to time. The Presidency of the Council of the European Union (the “Council”) and the European Parliament have proposed amendments to the Securitization Regulations. The subsequent trilogue discussions between representatives of the European Commission, the Council and the European Parliament have resulted in a compromise agreement being reached on the contents of the Securitization Regulations. The Council published the compromise text of the STS Securitization Regulation in a communication dated June 26, 2017. However, the final forms of the Securitization Regulations have not yet been published and so their final contents are not yet known. The current intention is that the Securitization Regulations will only apply from January 1, 2019. Investors should be aware that there are likely to be material differences between the current EU Risk Retention and Due Diligence Requirements and those in the Securitization Regulations.

None of the sponsors, the depositor or the issuing entity intends to retain a material net economic interest in the securitization constituted by the issue of the offered certificates in accordance with the EU Risk Retention and Due Diligence Requirements or to take any other action which may be required by EEA-regulated investors for the purposes of their compliance with the EU Risk Retention and Due Diligence Requirements or similar requirements. Consequently, the offered certificates may not be a suitable investment for EEA-credit institutions, investment firms or the other types of EEA regulated investors mentioned above. As a result, the price and liquidity of the offered certificates in the secondary market may be adversely affected. EEA-regulated investors are encouraged to consult with their own investment and legal advisors regarding the suitability of the offered certificates for investment. None of the issuing entity, the depositor, the underwriters and any other party to the transaction makes any representation to any prospective investor or purchaser of the offered certificates regarding the regulatory treatment of their investment in the offered certificates on the closing date or at any time in the future.

Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded

Ratings assigned to the offered certificates by the nationally recognized statistical rating organizations engaged by the depositor:

● are based on, among other things, the economic characteristics of the mortgaged properties and other relevant structural features of the transaction;

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● do not represent any assessment of the yield to maturity that a certificateholder may experience;

● reflect only the views of the respective rating agencies as of the date such ratings were issued;

● may be reviewed, revised, suspended, downgraded, qualified or withdrawn entirely by the applicable rating agency as a result of changes in or unavailability of information;

● may have been determined based on criteria that included an analysis of historical mortgage loan data that may not reflect future experience;

● may reflect assumptions by such rating agencies regarding performance of the mortgage loans that are not accurate, as evidenced by the significant amount of downgrades, qualifications and withdrawals of ratings assigned to previously issued CMBS by the hired rating agencies and other nationally recognized statistical rating organizations during the recent credit crisis; and

● do not consider to what extent the offered certificates will be subject to prepayment or that the outstanding principal amount of any class of offered certificates will be prepaid.

The nationally recognized statistical rating organizations that assign ratings to any class of offered certificates will establish the amount of credit support, if any, for such class of offered certificates based on, among other things, an assumed level of defaults, delinquencies and losses with respect to the mortgage loans. Actual losses may, however, exceed the assumed levels. If actual losses on the mortgage loans exceed the assumed levels, you may be required to bear the additional losses.

In addition, the rating of any class of offered certificates below an investment grade rating by any nationally recognized statistical rating organization, whether upon initial issuance of such class of certificates or as a result of a ratings downgrade, could adversely affect the ability of an employee benefit plan or other investor to purchase or retain those offered certificates. See “Certain ERISA Considerations” and “Legal Investment”.

Nationally recognized statistical rating organizations that were not engaged by the depositor to rate the offered certificates may nevertheless issue unsolicited credit ratings on one or more classes of offered certificates, relying on information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended, or otherwise. If any such unsolicited ratings are issued, we cannot assure you that they will not be different from any ratings assigned by a rating agency engaged by the depositor. The issuance of unsolicited ratings by any nationally recognized statistical rating organization on a class of the offered certificates that are lower than ratings assigned by a rating agency engaged by the depositor may adversely impact the liquidity, market value and regulatory characteristics of that class.

As part of the process of obtaining ratings for the offered certificates, the depositor had initial discussions with and submitted certain materials to six nationally recognized statistical rating organizations. Based on preliminary feedback from those nationally recognized statistical rating organizations at that time, the depositor selected three of those nationally recognized statistical rating organizations to rate certain classes of the certificates and not the other nationally recognized statistical rating organizations, due in part to their initial subordination levels for the various classes of the certificates. If the depositor had

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selected the other nationally recognized statistical rating organizations to rate the certificates, we cannot assure you that the ratings such other nationally recognized statistical rating organizations would have assigned to the certificates would not have been lower than the ratings assigned by the nationally recognized statistical rating organizations engaged by the depositor. Further, in the case of one nationally recognized statistical rating organization engaged by the depositor, the depositor only requested ratings for certain classes of offered certificates, due in part to the final subordination levels provided by that nationally recognized statistical rating organization for the classes of certificates. If the depositor had selected such nationally recognized statistical rating organization to rate those classes of offered certificates not rated by it, its ratings of those other certificates may have been different, and potentially lower, than those ratings ultimately assigned to those certificates by the other nationally recognized statistical rating organizations hired by the depositor. In addition, the decision not to engage one or more other rating agencies in the rating of certain classes of certificates to be issued in connection with this transaction may negatively impact the liquidity, market value and regulatory characteristics of those classes of certificates. Although unsolicited ratings may be issued by any nationally recognized statistical rating organization, a nationally recognized statistical rating organization might be more likely to issue an unsolicited rating if it was not selected after having provided preliminary feedback to the depositor. Neither the depositor nor any other person or entity will have any duty to notify you if any other nationally recognized statistical rating organization issues, or delivers notice of its intention to issue, consolidated ratings on one or more classes of certificates after the date of this prospectus.

Furthermore, the Securities and Exchange Commission may determine that any or all of the rating agencies engaged by the depositor to rate the certificates no longer qualifies as a nationally recognized statistical rating organization, or is no longer qualified to rate the certificates or may no longer rate similar securities for a limited period as a result of an enforcement action, and that determination may also have an adverse effect on the liquidity, market value and regulatory characteristics of the offered certificates. To the extent that the provisions of any mortgage loan or the pooling and servicing agreement condition any action, event or circumstance on the delivery of a rating agency confirmation, the pooling and servicing agreement will require delivery or deemed delivery of a rating agency confirmation only from the rating agencies engaged by the depositor to rate the certificates or, in the case of a serviced whole loan, any related companion loan securities.

We are not obligated to maintain any particular rating with respect to the certificates, and the ratings initially assigned to the certificates by any or all of the rating agencies engaged by the depositor to rate the certificates could change adversely as a result of changes affecting, among other things, the mortgage loans, the mortgaged properties, the parties to the pooling and servicing agreement, or as a result of changes to ratings criteria employed by any or all of the rating agencies engaged by the depositor to rate the certificates. Although these changes would not necessarily be or result from an event of default on any mortgage loan, any adverse change to the ratings of the offered certificates would likely have an adverse effect on the market value, liquidity and/or regulatory characteristics of those certificates.

Further, certain actions provided for in loan agreements may require a rating agency confirmation be obtained from the rating agencies engaged by the depositor to rate the certificates and, in the case of a serviced whole loan, any companion loan securities as a precondition to taking such action. In certain circumstances, this condition may be deemed to have been met or waived without such a rating agency confirmation being obtained. In the event such an action is taken without a rating agency confirmation being obtained, we cannot assure you that the applicable rating agency will not downgrade, qualify or withdraw

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its ratings as a result of the taking of such action. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—’Due-On-Sale’ and ‘Due-On-Encumbrance’ Provisions”, “Pooling and Servicing Agreement—Rating Agency Confirmations” and “Ratings” for additional considerations regarding the ratings, including a description of the process of obtaining confirmations of ratings for the offered certificates.

Your Yield May Be Affected by Defaults, Prepayments and Other Factors

General

The yield to maturity on each class of offered certificates will depend in part on the following:

● the purchase price for the certificates;

● the rate and timing of principal payments on the mortgage loans (both voluntary and involuntary), and the allocation of principal prepayments to the respective classes of offered certificates with certificate balances; and

● the allocation of shortfalls and losses on the mortgage loans to the respective classes of offered certificates.

For this purpose, principal payments include voluntary and involuntary prepayments, such as prepayments resulting from the application of loan reserves, property releases, casualty or condemnation, defaults and liquidations as well as principal payments resulting from repurchases due to material breaches of representations and warranties or material document defects or purchases by a companion loan holder or mezzanine lender (if any) pursuant to a purchase option or sales of defaulted mortgage loans.

Any changes in the weighted average lives of your certificates may adversely affect your yield. In general, if you buy a certificate at a premium, and principal distributions occur faster than expected, your actual yield to maturity will be lower than expected. If principal distributions are very high, holders of certificates purchased at a premium might not fully recover their initial investment. Conversely, if you buy a certificate at a discount and principal distributions occur more slowly than expected, your actual yield to maturity will be lower than expected.

Prepayments resulting in a shortening of weighted average lives of your certificates may be made at a time of low interest rates when you may be unable to reinvest the resulting payment of principal on your certificates at a rate comparable to the effective yield anticipated by you in making your investment in the certificates, while delays and extensions resulting in a lengthening of those weighted average lives may occur at a time of high interest rates when you may have been able to reinvest principal payments that would otherwise have been received by you at higher rates.

In addition, the extent to which prepayments on the mortgage loans in the issuing entity ultimately affect the weighted average life of the certificates will depend on the terms of the certificates, more particularly:

● a class of certificates that entitles the holders of those certificates to a disproportionately larger share of the prepayments on the mortgage loans increases the “call risk” or the likelihood of early retirement of that class if the rate of prepayment is relatively fast; and

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● a class of certificates that entitles the holders of the certificates to a disproportionately smaller share of the prepayments on the mortgage loans increases the likelihood of “extension risk” or an extended average life of that class if the rate of prepayment is relatively slow.

The Timing of Prepayments and Repurchases May Change Your Anticipated Yield

The rate at which voluntary prepayments occur on the mortgage loans will be affected by a variety of factors, including:

● the terms of the mortgage loans, including, the length of any prepayment lockout period and the applicable yield maintenance charges and prepayment premiums and the extent to which the related mortgage loan terms may be practically enforced;

● the level of prevailing interest rates;

● the availability of credit for commercial real estate;

● the applicable master servicer’s or special servicer’s ability to enforce yield maintenance charges and prepayment premiums;

● the failure to meet certain requirements for the release of escrows;

● the occurrence of casualties or natural disasters; and

● economic, demographic, tax, legal or other factors.

Although a yield maintenance charge or other prepayment premium provision of a mortgage loan is intended to create an economic disincentive for a borrower to prepay voluntarily a mortgage loan, we cannot assure you that mortgage loans that have such provisions will not prepay.

The extent to which the applicable special servicer forecloses upon, takes title to and disposes of any mortgaged property related to a mortgage loan or sells defaulted mortgage loans will affect the weighted average lives of your certificates. If the applicable special servicer forecloses upon a significant number of the related mortgage loans, and depending upon the amount and timing of recoveries from the related mortgaged properties or sells defaulted mortgage loans, your certificates may have a shorter weighted average life.

Delays in liquidations of defaulted mortgage loans and modifications extending the maturity of mortgage loans will tend to delay the payment of principal on the mortgage loans. The ability of the related borrower to make any required balloon payment typically will depend upon its ability either to refinance the mortgage loan or to sell the related mortgaged property. A significant number of the mortgage loans require balloon payments at maturity or on the related anticipated repayment date and there is a risk that a number of those mortgage loans may default at maturity or on the related anticipated repayment date, or that the applicable special servicer may extend the maturity of a number of those mortgage loans in connection with workouts. We cannot assure you as to the borrowers’ abilities to make mortgage loan payments on a full and timely basis, including any balloon payments at maturity or on the related anticipated repayment date. Bankruptcy of the borrower or adverse conditions in the market where the mortgaged property is located may, among other things, delay the recovery of proceeds in the case of defaults. Losses on the mortgage loans due to uninsured risks or insufficient hazard insurance proceeds may create shortfalls in distributions to certificateholders. Any required indemnification of a party to

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the pooling and servicing agreement in connection with legal actions relating to the issuing entity, the related agreements or the certificates may also result in shortfalls.

See “—Risks Relating to the Mortgage Loans—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions” above and “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Prepayment Protections and Certain Involuntary Prepayments” and “Description of the Mortgage Pool—Redevelopment, Renovation and Expansion”.

In addition, if a sponsor repurchases a mortgage loan from the issuing entity due to a material breach of one or more of its representations or warranties or a material document defect, the repurchase price paid will be passed through to the holders of the certificates with the same effect as if the mortgage loan had been prepaid in part or in full, and no yield maintenance charge or other prepayment premium would be payable. Additionally, any mezzanine lender (if any) may have the option to purchase the related mortgage loan after certain defaults, and the purchase price may not include any yield maintenance charges or prepayment premiums. As a result of such a repurchase or purchase, investors in the Class X-A and Class X-B certificates and any other certificates purchased at a premium might not fully recoup their initial investment. A repurchase, a prepayment or the exercise of a purchase option may adversely affect the yield to maturity on your certificates. In this respect, see “Description of the Mortgage Loan Purchase Agreements” and “Pooling and Servicing Agreement—Realization Upon Mortgage Loans”.

The certificates with notional amounts will not be entitled to distributions of principal but instead will accrue interest on their respective notional amounts. Because the notional amount of the certificates indicated in the table below is based upon the outstanding certificate balances of the related class of certificates, the yield to maturity on the indicated certificates will be extremely sensitive to the rate and timing of prepayments of principal, liquidations and principal losses on the mortgage loans to the extent allocated to the related certificates.

Interest-Only Class of Certificates	Underlying Classes
Class X-A	Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates
Class X-B	Class A-S, Class B and Class C certificates

A rapid rate of principal prepayments, liquidations and/or principal losses on the mortgage loans could result in the failure to recoup the initial investment in the Class X-A and/or Class X-B certificates. Investors in the Class X-A or Class X-B certificates should fully consider the associated risks, including the risk that an extremely rapid rate of amortization, prepayment or other liquidation of the mortgage loans could result in the failure of such investors to recoup fully their initial investments. The yield to maturity of the certificates with notional amounts may be adversely affected by the prepayment of mortgage loans with higher net mortgage loan rates. See “Yield and Maturity Considerations—Yield on the Certificates with Notional Amounts”.

In addition, with respect to the Class A-SB certificates, the extent to which the planned balances are achieved and the sensitivity of the Class A-SB certificates to principal prepayments on the mortgage loans will depend in part on the period of time during which the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 certificates remain outstanding. As such, the Class A-SB certificates will become more sensitive to the rate of prepayments

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on the mortgage loans than they were when the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 certificates were outstanding.

Your Yield May Be Adversely Affected By Prepayments Resulting From Earnout Reserves

With respect to certain mortgage loans, earnout escrows may have been established at origination, which funds may be released to the related borrower upon satisfaction of certain conditions. If such conditions with respect to any such mortgage loan are not satisfied, the amounts reserved in such escrows may be, or may be required to be, applied to the payment of the mortgage loan, which would have the same effect on the offered certificates as a prepayment of the mortgage loan, except that such application of funds would not be accompanied by any prepayment premium or yield maintenance charge. See Annex A-1. The pooling and servicing agreement will provide that unless required by the mortgage loan documents, the applicable master servicer will not apply such amounts as a prepayment if no event of default has occurred.

Losses and Shortfalls May Change Your Anticipated Yield

If losses on the mortgage loans allocated to the non-retained certificates exceed the aggregate certificate balance of the classes of certificates subordinated to a particular class, that class will suffer a loss equal to the full amount of the excess (up to the outstanding certificate balance of that class). Even if losses on the mortgage loans are not borne by your certificates, those losses may affect the weighted average life and yield to maturity of your certificates.

For example, certain shortfalls in interest as a result of involuntary prepayments may reduce the funds available to make payments on your certificates. In addition, if either master servicer, either special servicer or the trustee reimburses itself (or a master servicer, special servicer, trustee or other party to a trust and servicing agreement or pooling and servicing agreement governing the servicing of a non-serviced whole loan) out of general collections on the mortgage loans included in the issuing entity for any advance that it (or any such other party) has determined is not recoverable out of collections on the related mortgage loan, then to the extent that this reimbursement is made from collections of principal on the mortgage loans in the issuing entity, that reimbursement will reduce the amount of principal ultimately available to be distributed on the certificates and will result in a reduction of the certificate balance (or notional amount) of a class of non-retained certificates and the RR Interest, pro rata, based on their respective percentage allocation entitlement as described in this prospectus. See “Description of the Certificates—Distributions”. Likewise, if either master servicer or the trustee reimburses itself out of principal collections on the mortgage loans for any workout-delayed reimbursement amounts, that reimbursement will reduce the amount of principal available to be distributed on the non-retained certificates and the RR Interest, pro rata, based on their respective percentage allocation entitlement as described in this prospectus on that distribution date. This reimbursement would have the effect of reducing current payments of principal on the offered certificates (other than the certificates with notional amounts and the Class R certificates) and extending the weighted average lives of the offered certificates with certificate balances. See “Description of the Certificates—Distributions”.

In addition, to the extent of the portion of losses that are realized on the mortgage loans and allocated to the non-retained certificates, first the Class G certificates, then the Class F certificates, then the Class E certificates, then the Class D certificates, then the Class C certificates, then the Class B certificates, then the Class A-S certificates and, then, pro rata, the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates, based on their respective certificate balances, will bear such losses up to an amount equal to the

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respective outstanding certificate balance of that class. A reduction in the certificate balance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 or Class A-5 certificates will result in a corresponding reduction in the notional amount of the Class X-A certificates and a reduction of the certificate balance of the Class A-S, Class B or Class C certificates will result in a corresponding reduction of the notional amount of the Class X-B certificates. We make no representation as to the anticipated rate or timing of prepayments (voluntary or involuntary) or rate, timing or amount of liquidations or losses on the mortgage loans or as to the anticipated yield to maturity of any such offered certificate. See “Yield and Maturity Considerations”.

Risk of Early Termination

The issuing entity is subject to optional termination under certain circumstances. See “Pooling and Servicing Agreement—Termination; Retirement of Certificates”. In the event of this termination, you might receive some principal payments earlier than otherwise expected, which could adversely affect your anticipated yield to maturity.

Subordination of the Subordinated Certificates Will Affect the Timing of Distributions and the Application of Losses on the Subordinated Certificates

As described in this prospectus, the rights of the holders of Class A-S, Class B and Class C certificates to receive payments of principal and interest in respect of the non-retained certificates and otherwise payable on the certificates they hold will be subordinated to such rights of the holders of the more senior certificates having an earlier alphabetical or alphanumeric class designation. If you acquire any Class A-S, Class B or Class C certificates, then your rights to receive distributions of amounts collected or advanced on or in respect of the mortgage loans that are allocable to the non-retained certificates will generally be subordinated to those of the holders of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class X-B, Class X-D, Class X-E, Class X-F and Class X-G certificates and, if your certificates are Class B or Class C certificates, to those of the holders of the Class A-S certificates and, if your certificates are Class C certificates, to those of the holders of the Class B certificates. See “Description of the Certificates”. As a result, investors in those classes of certificates that are subordinated in whole or part to other classes of certificates will generally bear the effects of losses on the mortgage loans and unreimbursed expenses of the issuing entity before the holders of those other classes of certificates. See “Description of the Certificates—Distributions” and “—Subordination; Allocation of Realized Losses”.

Payments Allocated to the RR Interest or the Non-Retained Certificates Will Not Be Available to the Non-Retained Certificates or the RR Interest, Respectively

As described in this prospectus, payments of principal and interest in respect of the mortgage loans will be distributed to the holders of the non-retained certificates and the RR Interest, pro rata, based upon their respective percentage allocation entitlement. Amounts received and allocated to the non-retained certificates will not be available to satisfy any amounts due and payable to the RR Interest. Likewise, amounts received and allocated to the RR Interest will not be available to satisfy any amounts due and payable to the non-retained certificates. As a result of this allocation of payments, any losses incurred by the issuing entity will also be effectively allocated between the non-retained certificates and the RR Interest, pro rata, based upon their respective percentage allocation entitlement. See “Description of the Certificates—Distributions” and “Credit Risk Retention”.

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Your Lack of Control Over the Issuing Entity and the Mortgage Loans Can Impact Your Investment

You Have Limited Voting Rights

Except as described in this prospectus, you and other certificateholders generally do not have a right to vote and do not have the right to make decisions with respect to the administration of the issuing entity and the mortgage loans. With respect to mortgage loans (other than the mortgage loans that will be serviced under a separate trust and servicing agreement or pooling and servicing agreement), those decisions are generally made, subject to the express terms of the pooling and servicing agreement for this transaction, by the applicable master servicer, the applicable special servicer, the trustee or the certificate administrator, as applicable, subject to any rights of the directing certificateholder or the risk retention consultation party under the pooling and servicing agreement for this transaction and the rights of the holders of any related companion loan and mezzanine debt under the related intercreditor agreement. With respect to a non-serviced mortgage loan, you will generally not have any right to vote or make decisions with respect a non-serviced mortgage loan, and those decisions will generally be made by the master servicer or the special servicer under the trust and servicing agreement or pooling and servicing agreement governing the servicing of such non-serviced mortgage loan and the related companion loan, subject to the rights of the directing certificateholder appointed under such trust and servicing agreement or pooling and servicing agreement. See “Pooling and Servicing Agreement” and “Description of the Mortgage Pool—The Whole Loans”. In particular, with respect to the risks relating to a modification of a mortgage loan, see “—Risks Relating to Modifications of the Mortgage Loans” below.

In certain limited circumstances where certificateholders have the right to vote on matters affecting the issuing entity, in some cases, these votes are by certificateholders taken as a whole and in others the vote is by class. Your interests as an owner of certificates of a particular class may not be aligned with the interests of owners of one or more other classes of certificates in connection with any such vote. In addition, in all cases voting is based on the outstanding certificate balance, which is reduced by realized losses. In certain cases with respect to the termination of a special servicer and the operating advisor, certain voting rights will also be reduced by allocated cumulative appraisal reduction amounts, as described below. These limitations on voting could adversely affect your ability to protect your interests with respect to matters voted on by certificateholders. See “Description of the Certificates—Voting Rights”. You will have no rights to vote on any servicing matters related to the mortgage loan that will be serviced under the trust and servicing agreement or pooling and servicing agreement governing the servicing of a non-serviced whole loan.

In general, a certificate beneficially owned by any borrower affiliate, any property manager, any master servicer, any special servicer, the trustee, the certificate administrator, the depositor, any mortgage loan seller or respective affiliates or agents will be deemed not to be outstanding and a holder of such certificate will not have the right to vote, subject to certain exceptions, as further described in the definition of “Certificateholder” under “Description of the Certificates—Reports to Certificateholders; Certain Available Information—Certificate Administrator Reports”.

The Class V and Class R certificates and the RR Interest will not have any voting rights; however, the holders of the RR Interest will be entitled to consent to amendments to the pooling and servicing agreement that would adversely affect the rights of such certificateholders.

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The Rights of the Directing Certificateholder, the Risk Retention Consultation Party and the Operating Advisor Could Adversely Affect Your Investment

The directing certificateholder will have certain consent and consultation rights with respect to certain matters relating to the mortgage loans (other than any applicable excluded loan and, with respect to any non-serviced mortgage loan or servicing shift mortgage loan, will have limited consultation rights) and the right to replace each special servicer (other than with respect to a non-serviced mortgage loan or a servicing shift mortgage loan) with or without cause, except that if a control termination event (i.e., an event in which the certificate balance of the most senior class of certificates that is eligible to be a controlling class, as reduced by the application of allocated cumulative appraisal reduction amounts and realized losses, is less than 25% of its initial certificate balance) occurs and is continuing (other than with respect to servicing shift mortgage loans, with respect to which the holder of the related controlling companion loan prior to the applicable servicing shift securitization date will have the rights and powers of the directing certificateholder under the pooling and servicing agreement), the directing certificateholder will lose the consent rights and the right to replace each special servicer, but will retain consultation rights and if a consultation termination event (i.e., an event in which the certificate balance of the most senior class of certificates that is eligible to be a controlling class (as reduced by the application of realized losses) is less than 25% of its initial certificate balance) occurs and is continuing, then the directing certificateholder will no longer have any consultation rights with respect to any mortgage loans.

The holder of the controlling companion loan for each servicing shift whole loan will, prior to the related servicing shift securitization date, be entitled to replace the applicable special servicer with or without cause, regardless of whether a control termination event exists.

See “Pooling and Servicing Agreement—The Directing Certificateholder”.

In addition, the risk retention consultation party will have certain consultation rights with respect to certain matters relating to the specially serviced loans (other than any applicable excluded loans). See “Pooling and Servicing Agreement—The Directing Certificateholder—Major Decisions”.

These actions and decisions with respect to which the directing certificateholder has consent or consultation rights and the risk retention consultation party has consultation rights include, among others, certain modifications to the mortgage loans or any serviced whole loan (other than any servicing shift whole loan), including modifications of monetary terms, foreclosure or comparable conversion of the related mortgaged properties, and certain sales of mortgage loans or REO properties for less than the outstanding principal amount plus accrued interest, fees and expenses. As a result of the exercise of these rights by the directing certificateholder and the risk retention consultation party, the applicable special servicer may take actions with respect to a mortgage loan that could adversely affect the interests of investors in one or more classes of offered certificates.

Similarly, with respect to the non-serviced mortgage loans, the special servicer under the trust and servicing agreement or pooling and servicing agreement, as applicable, governing the servicing of a non-serviced mortgage loan may, at the direction or upon the advice of the directing certificateholder (or equivalent) of the related securitization trust holding the controlling note for a non-serviced whole loan, take actions with respect to such non-serviced mortgage loan and related companion loans that could adversely affect such non-serviced mortgage loan, and therefore, the holders of some or all of the classes of certificates. Similarly, with respect to any servicing shift whole loan, prior to the related

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servicing shift securitization date, the applicable special servicer or the applicable master servicer may, at the direction or upon the advice of the holder of the related controlling companion loan, take actions with respect to such whole loan that could adversely affect such whole loan, and therefore, the holders of some or all of the classes of certificates. The issuing entity (as the holder of a non-controlling note) will have limited consultation rights with respect to major decisions and the implementation of any recommended actions outlined in an asset status report relating to a non-serviced whole loan (and each servicing shift whole loan) and in connection with a sale of a defaulted loan, and such rights will be exercised by the directing certificateholder for this transaction so long as no consultation termination event has occurred and is continuing and by the applicable special servicer if a consultation termination event has occurred and is continuing. Additionally, with respect to each non-serviced whole loan, in circumstances similar to those described above, the directing certificateholder (or the equivalent) of the related securitization trust will have the right to replace the special servicer of such securitization with or without cause, and without the consent of the issuing entity. See “Description of the Mortgage Pool—The Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Although the special servicers under the pooling and servicing agreement and the special servicer for a non-serviced mortgage loan are not permitted to take actions which are prohibited by law or violate the servicing standard under the applicable pooling and servicing agreement or trust and servicing agreement or the terms of the related mortgage loan documents, it is possible that the directing certificateholder (or the equivalent) under such pooling and servicing agreement or trust and servicing agreement may direct or advise, as applicable, the related special servicer to take actions with respect to such mortgage loan that conflict with the interests of the holders of certain classes of the certificates.

You will be acknowledging and agreeing, by your purchase of offered certificates, that the directing certificateholder, the risk retention consultation party, the controlling companion loan holder with respect to any servicing shift whole loan, and the directing certificateholder (or the equivalent) under the trust and servicing agreement or pooling and servicing agreement, as applicable, governing the servicing of a non-serviced mortgage loan:

(i)         may have special relationships and interests that conflict with those of holders of one or more classes of certificates;

(ii)        may act solely in the interests of the holders of the controlling class or the RR Interest, as applicable (or, in the case of a non-serviced mortgage loan, the controlling class of the securitization trust formed under the trust and servicing agreement or pooling and servicing agreement governing the servicing of a non-serviced mortgage loan) or, in the case of any servicing shift mortgage loan, the related controlling companion loan holder may act solely in its own best interests;

(iii)       does not have any duties to the holders of any class of certificates other than the controlling class or the RR Interest, as applicable (or, in the case of a non-serviced mortgage loan, the controlling class of the securitization trust formed under the trust and servicing agreement or pooling and servicing agreement governing the servicing of a non-serviced mortgage loan) or, in the case of any servicing shift mortgage loan, the related controlling companion loan holder does not have any duties to any other person;

(iv)       may take actions that favor the interests of the holders of the controlling class or the RR Interest, as applicable (or, in the case of a non-serviced mortgage loan, the controlling class of the securitization trust formed under the trust and servicing

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agreement or pooling and servicing agreement governing the servicing of a non-serviced mortgage loan) over the interests of the holders of one or more other classes of certificates, or in the case of any servicing shift mortgage loan, the related controlling companion loan holder may take actions that favor only its own interests; and

(v)        will have no liability whatsoever (other than to a controlling class certificateholder) for having so acted as set forth in clauses (i) – (iv) above, and that no certificateholder may take any action whatsoever against the directing certificateholder, the risk retention consultation party or the directing certificateholder (or the equivalent) under the trust and servicing agreement or pooling and servicing agreement governing the servicing of a non-serviced mortgage loan, or the controlling companion loan holder of any servicing shift whole loan, or any of their respective affiliates, directors, officers, employees, shareholders, members, partners, agents or principals for having so acted.

In addition, if a control termination event has occurred and is continuing, the operating advisor will have certain consultation rights with respect to certain matters relating to the mortgage loans (other than any non-serviced mortgage loan). Further, if a consultation termination event has occurred and is continuing, the operating advisor will have the right to recommend a replacement of a special servicer at any time, as described under “Pooling and Servicing Agreement—The Operating Advisor” and “—Replacement of a Special Servicer Without Cause”. The operating advisor is generally required to act on behalf of the issuing entity and in the best interest of, and for the benefit of, the certificateholders and, with respect to any serviced whole loan (other than the servicing shift whole loan), for the benefit of any holder of a related companion loan (as a collective whole as if the certificateholders and the companion loan holder constituted a single lender). We cannot assure you that any actions taken by the applicable master servicer or the applicable special servicer as a result of a recommendation or consultation by the operating advisor will not adversely affect the interests of investors in one or more classes of certificates. With respect to any non-serviced mortgage loan, the operating advisor, if any, appointed under the related trust and servicing agreement or pooling and servicing agreement governing the servicing of such non-serviced mortgage loan will have similar rights and duties under such trust and servicing agreement or pooling and servicing agreement. Further, the operating advisor will generally have no obligations or consultation rights under the pooling and servicing agreement for this transaction with respect to any non-serviced mortgage loan, servicing shift mortgage loan or any related REO Property. There will be no operating advisor under the BXP Trust 2017-GM trust and servicing agreement with respect to the General Motors Building whole loan. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

You Have Limited Rights to Replace the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer

In general, the directing certificateholder will have the right to terminate and replace each special servicer with or without cause so long as no control termination event has occurred and is continuing and other than in respect of any applicable excluded loan or any servicing shift whole loan as described in this prospectus. After the occurrence and during the continuance of a control termination event under the pooling and servicing agreement, each special servicer (other than with respect to a servicing shift whole loan) may also be removed in certain circumstances (x) if a request is made by certificateholders evidencing not less than 25% of the voting rights (taking into account the application of appraisal reductions to notionally reduce the respective certificate balances) and (y) upon receipt of approval by certificateholders holding at least 66-2/3% of a quorum of the certificateholders (which quorum consists of the holders of certificates evidencing at least 50% of the aggregate voting rights (taking into account the application of realized losses and the

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application of appraisal reductions to notionally reduce the respective certificate balances). See “Pooling and Servicing Agreement—Replacement of a Special Servicer Without Cause”.

The certificateholders will generally have no right to replace and terminate any of the master servicers, the trustee and the certificate administrator without cause. The vote of the requisite percentage of certificateholders may terminate the operating advisor or the asset representations reviewer without cause. The vote of the requisite percentage of the certificateholders will be required to replace either master servicer, either special servicer, the operating advisor and the asset representations reviewer even for cause, and certain termination events may be waived by the vote of the requisite percentage of the certificateholders. With respect to each non-serviced whole loan, in circumstances similar to those described above, the directing certificateholder (or the equivalent) and the certificateholders of the securitization trust related to such other trust and servicing agreement or pooling and servicing agreement will have the right to replace the special servicer of such securitization with or without cause, and without the consent of the issuing entity. The certificateholders generally will have no right to replace the master servicer or the special servicer of a trust and servicing agreement or pooling and servicing agreement relating to any non-serviced mortgage loan, though under certain circumstances the certificateholders may have a limited right to replace the master servicer or special servicer for cause solely with respect to such non-serviced whole loan under such trust and servicing agreement or pooling and servicing agreement, as applicable. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans”, “—The Non-Serviced AB Whole Loan” and “—Pooling and Servicing Agreement—Servicing of the Servicing Shift Mortgage Loans” in this prospectus. We cannot assure that your lack of control over the replacement of these parties will not have an adverse impact on your investment.

The Rights of Companion Holders and Mezzanine Debt May Adversely Affect Your Investment

The holders of a serviced pari passu companion loan relating to a serviced pari passu mortgage loan (including, in the case of a servicing shift mortgage loan, the holder of any related non-controlling serviced pari passu companion loan) will have certain consultation rights (on a non-binding basis) with respect to major decisions and implementation of any recommended actions outlined in an asset status report relating to the related whole loan under the related intercreditor agreement. Such companion loan holder and its representative may have interests in conflict with those of the holders of some or all of the classes of certificates, and may advise the applicable special servicer to take actions that conflict with the interests of the holders of certain classes of the certificates. Although any such consultation is non-binding and the applicable special servicer may not be required to consult with such a companion loan holder unless required to do so under the servicing standard, we cannot assure you that the exercise of the rights of such companion loan holder will not delay any action to be taken by the applicable special servicer and will not adversely affect your investment.

With respect to mortgage loans that have mezzanine debt, the related mezzanine lender will have the right under certain limited circumstances to (i) cure certain defaults with respect to, and under certain default scenarios, purchase (without payment of any yield maintenance charge or prepayment premium) the related mortgage loan and (ii) so long as no event of default with respect to the related mortgage loan continues after the mezzanine lender’s cure right has expired, approve certain modifications and consent to certain actions to be taken with respect to the related mortgage loan. See “Description of the Mortgage Pool—Mortgage Pool Characteristics” and “—Additional Indebtedness”.

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The purchase option that the holder of mezzanine debt holds pursuant to the related intercreditor agreement generally permits such holder to purchase its related defaulted mortgage loan for a purchase price generally equal to the outstanding principal balance of the related defaulted mortgage loan, together with accrued and unpaid interest (exclusive of default interest) on, and unpaid servicing expenses, protective advances and interest on advances related to, such defaulted mortgage loan. However, in the event such holder is not obligated to pay some or all of those fees and additional expenses, including any liquidation fee payable to the applicable special servicer under the terms of the pooling and servicing agreement, then the exercise of such holder’s rights under the intercreditor agreement to purchase the related mortgage loan from the issuing entity may result in a loss to the issuing entity in the amount of those fees and additional expenses. In addition, such holder’s right to cure defaults under the related defaulted mortgage loan could delay the issuing entity’s ability to realize on or otherwise take action with respect to such defaulted mortgage loan.

In addition, with respect to a non-serviced mortgage loan or servicing shift mortgage loan, you will generally not have any right to vote or consent with respect to any matters relating to the servicing and administration of such non-serviced mortgage loan or servicing shift mortgage loan, however, the directing certificateholder (or equivalent) of the related securitization trust holding the controlling note for the related non-serviced whole loan (or the holder of the related controlling companion loan in the case of a servicing shift whole loan), will have the right to vote or consent with respect to certain specified matters relating to the servicing and administration of such non-serviced mortgage loan or servicing shift mortgage loan, as applicable. The interests of the securitization trust holding the controlling note (or the holder of the related controlling companion loan in the case of a servicing shift whole loan) may conflict with those of the holders of some or all of the classes of certificates, and accordingly the directing certificateholder (or the equivalent) of such securitization trust (or the holder of the related controlling companion loan in the case of a servicing shift whole loan) may direct or advise the special servicer for the related securitization trust (or with respect to a servicing shift whole loan prior to the related servicing shift securitization date, the applicable special servicer under the pooling and servicing agreement for this securitization) to take actions that conflict with the interests of the holders of certain classes of the certificates. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans”, “—The Non-Serviced AB Whole Loan”, “—Pooling and Servicing Agreement—Servicing of the Servicing Shift Mortgage Loans” and “—Servicing of the Non-Serviced Mortgage Loans”.

You will be acknowledging and agreeing, by your purchase of offered certificates, that any companion loan holder:

● may have special relationships and interests that conflict with those of holders of one or more classes of certificates;

● may act solely in its own interests, without regard to your interests;

● do not have any duties to any other person, including the holders of any class of certificates;

● may take actions that favor its interests over the interests of the holders of one or more classes of certificates; and

● will have no liability whatsoever for having so acted and that no certificateholder may take any action whatsoever against the companion loan holder or its

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representative or any director, officer, employee, agent or principal of the companion loan holder or its representative for having so acted.

Risks Relating to Modifications of the Mortgage Loans

As delinquencies or defaults occur, the related special servicer will be required to utilize an increasing amount of resources to work with borrowers to maximize collections on the mortgage loans serviced by it. This may include modifying the terms of such mortgage loans that are in default or whose default is reasonably foreseeable. At each step in the process of trying to bring a defaulted mortgage loan current or in maximizing proceeds to the issuing entity, the applicable special servicer will be required to invest time and resources not otherwise required when collecting payments on performing mortgage loans. Modifications of mortgage loans implemented by the applicable special servicer in order to maximize ultimate proceeds of such mortgage loans to the issuing entity may have the effect of, among other things, reducing or otherwise changing the mortgage rate, forgiving or forbearing payments of principal, interest or other amounts owed under the mortgage loan, extending the final maturity date of the mortgage loan, capitalizing or deferring delinquent interest and other amounts owed under the mortgage loan, forbearing payment of a portion of the principal balance of the mortgage loan or any combination of these or other modifications.

Any modified mortgage loan may remain in the issuing entity, and the modification may result in a reduction in (or may eliminate) the funds received in respect of such mortgage loan. In particular, any modification to reduce or forgive the amount of interest payable on the mortgage loan will reduce the amount of cash flow available to make distributions of interest on the certificates, which will likely impact the most subordinated classes of certificates that suffer the shortfall. To the extent the modification defers principal payments on the mortgage loan (including as a result of an extension of its stated maturity date), certificates entitled to principal distributions will likely be repaid more slowly than anticipated, and if principal payments on the mortgage loan are forgiven, the reduction will cause a write-down of the certificate balances of the certificates in reverse order of seniority. See “Description of the Certificates—Subordination; Allocation of Realized Losses”.

The ability to modify mortgage loans by the special servicers may be limited by several factors. First, if a special servicer has to consider a large number of modifications, operational constraints may affect the ability of such special servicer to adequately address all of the needs of the borrowers. Furthermore, the terms of the related servicing agreement may prohibit a special servicer from taking certain actions in connection with a loan modification, such as an extension of the loan term beyond a specified date such as a specified number of years prior to the rated final distribution date. You should consider the importance of the role of the special servicers in maximizing collections for the transaction and the impediments the special servicers may encounter when servicing delinquent or defaulted mortgage loans. In some cases, failure by a special servicer to timely modify the terms of a defaulted mortgage loan may reduce amounts available for distribution on the certificates in respect of such mortgage loan, and consequently may reduce amounts available for distribution to the related certificates. In addition, even if a loan modification is successfully completed, we cannot assure you that the related borrower will continue to perform under the terms of the modified mortgage loan.

Modifications that are designed to maximize collections in the aggregate may adversely affect a particular class of certificates. The pooling and servicing agreement obligates the special servicers not to consider the interests of individual classes of certificates. You should note that in connection with considering a modification or other type of loss

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mitigation, the special servicers may incur or bear related out-of-pocket expenses, such as appraisal fees, which would be reimbursed to the applicable special servicer from the transaction as servicing advances and paid from amounts received on the modified loan or from other mortgage loans in the mortgage pool but in each case, prior to distributions being made on the certificates.

Sponsors May Not Make Required Repurchases or Substitutions of Defective Mortgage Loans or Pay Any Loss of Value Payment Sufficient to Cover All Losses on a Defective Mortgage Loan

Each sponsor is the sole warranting party in respect of the mortgage loans sold by such sponsor to us. Neither we nor any of our affiliates (except Wells Fargo Bank, National Association in its capacity as a sponsor, in respect of the mortgage loans it will contribute to this securitization) is obligated to repurchase or substitute any mortgage loan or make any payment to compensate the issuing entity in connection with a breach of any representation or warranty of a sponsor or any document defect, if the sponsor defaults on its obligation to do so. We cannot assure you that the sponsors will effect such repurchases or substitutions or make such payment to compensate the issuing entity. Although a loss of value payment may only be made by the related mortgage loan seller to the extent that the applicable special servicer deems such amount to be sufficient to compensate the issuing entity for such material defect or material breach, we cannot assure you that such loss of value payment will fully compensate the issuing entity for such material defect or material breach in all respects. In particular, in the case of a non-serviced whole loan that is serviced under the related non-serviced trust and servicing agreement or pooling and servicing agreement entered into in connection with the securitization of the related pari passu companion loan, the asset representations reviewer under that pooling and servicing agreement or trust and servicing agreement (if any) may review the diligence file relating to such pari passu companion loan concurrently with the review of the asset representations reviewer of the related mortgage loan for this transaction, and their findings may be inconsistent, and such inconsistency may allow the related mortgage loan seller to challenge the findings of the asset representations reviewer of the affected mortgage loan. In addition, the sponsors may have various legal defenses available to them in connection with a repurchase or substitution obligation or an obligation to pay the loss of value payment. Any mortgage loan that is not repurchased or substituted and that is not a “qualified mortgage” for a REMIC may cause designated portions of the issuing entity to fail to qualify as a REMIC or cause the issuing entity to incur a tax.

Each sponsor has only limited assets with which to fulfill any obligations on its part that may arise as a result of a material document defect or a material breach of any of the sponsor’s representations or warranties. We cannot assure you that a sponsor has or will have sufficient assets with which to fulfill any obligations on its part that may arise, or that any such entity will maintain its existence.

See “Description of the Mortgage Loan Purchase Agreements”.

Risks Relating to Interest on Advances and Special Servicing Compensation

To the extent described in this prospectus, each master servicer, each special servicer and the trustee will each be entitled to receive interest on unreimbursed advances made by it at the “Prime Rate” as published in The Wall Street Journal. This interest will generally accrue from the date on which the related advance is made or the related expense is incurred to the date of reimbursement. In addition, under certain circumstances, including delinquencies in the payment of principal and/or interest, a mortgage loan will be specially serviced and the applicable special servicer will be entitled to compensation for special

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servicing activities. The right to receive interest on advances or special servicing compensation is senior to the rights of certificateholders to receive distributions on the offered certificates. The payment of interest on advances and the payment of compensation to the applicable special servicer may lead to shortfalls in amounts otherwise distributable on your certificates.

Bankruptcy of a Servicer May Adversely Affect Collections on the Mortgage Loans and the Ability to Replace the Servicer

Each master servicer or special servicer may be eligible to become a debtor under the federal bankruptcy code or enter into receivership under the Federal Deposit Insurance Act (“FDIA”). If a master servicer or special servicer, as applicable, were to become a debtor under the federal bankruptcy code or enter into receivership under the FDIA, although the pooling and servicing agreement provides that such an event would entitle the issuing entity to terminate the applicable master servicer or special servicer, as applicable, the provision would most likely not be enforceable. However, a rejection of the pooling and servicing agreement by a master servicer or special servicer, as applicable, in a bankruptcy proceeding or repudiation of the pooling and servicing agreement in a receivership under the FDIA would be treated as a breach of the pooling and servicing agreement and give the issuing entity a claim for damages and the ability to appoint a successor master servicer or special servicer, as applicable. An assumption under the federal bankruptcy code would require the applicable master servicer or special servicer, as applicable, to cure its pre-bankruptcy defaults, if any, and demonstrate that it is able to perform following assumption. The bankruptcy court may permit the applicable master servicer or special servicer, as applicable, to assume the servicing agreement and assign it to a third party. An insolvency by an entity governed by state insolvency law would vary depending on the laws of the particular state. We cannot assure you that a bankruptcy or receivership of a master servicer or special servicer, as applicable, would not adversely impact the servicing of the related mortgage loans or the issuing entity would be entitled to terminate the applicable master servicer or special servicer, as applicable, in a timely manner or at all.

If any master servicer or special servicer, as applicable, becomes the subject of bankruptcy or similar proceedings, the issuing entity claim to collections in that master servicer or special servicer’s, as applicable, possession at the time of the bankruptcy filing or other similar filing may not be perfected. In this event, funds available to pay principal and interest on your certificates may be delayed or reduced.

The Sponsors, the Depositor and the Issuing Entity Are Subject to Bankruptcy or Insolvency Laws That May Affect the Issuing Entity’s Ownership of the Mortgage Loans

In the event of the bankruptcy or insolvency of a sponsor or the depositor, it is possible the issuing entity’s right to payment from or ownership of the mortgage loans could be challenged, and if such challenge were successful, delays, reductions in payments and/or losses on the certificates could occur.

The transfer of the mortgage loans by the sponsors in connection with this offering is not expected to qualify for the securitization safe harbor adopted by the Federal Deposit Insurance Corporation (the “FDIC”) for securitizations sponsored by insured depository institutions. However, the safe harbor is non-exclusive.

In the case of each sponsor, an opinion of counsel will be rendered on the closing date, based on certain facts and assumptions and subject to certain qualifications, to the effect that the transfer of the related mortgage loans by such sponsor to the depositor would

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generally be respected in the event of a bankruptcy or insolvency of such sponsor. A legal opinion is not a guaranty as to what any particular court would actually decide, but rather an opinion as to the decision a court would reach if the issues are competently presented and the court followed existing precedent as to legal and equitable principles applicable in bankruptcy cases. In any event, we cannot assure you that the Federal Deposit Insurance Corporation, a bankruptcy trustee or another interested party, as applicable, would not attempt to assert that such transfer was not a sale. Even if a challenge were not successful, it is possible that payments on the certificates would be delayed while a court resolves the claim.

In addition, since the issuing entity is a common law trust, it may not be eligible for relief under the federal bankruptcy laws, unless it can be characterized as a “business trust” for purposes of the federal bankruptcy laws. Bankruptcy courts look at various considerations in making this determination, so it is not possible to predict with any certainty whether or not the issuing entity would be characterized as a “business trust”. Regardless of whether a bankruptcy court ultimately determines that the issuing entity is a “business trust”, it is possible that payments on the offered certificates would be delayed while the court resolved the issue.

Title II of the Dodd-Frank Act provides for an orderly liquidation authority (“OLA”) under which the FDIC can be appointed as receiver of certain systemically important non-bank financial companies and their direct or indirect subsidiaries in certain cases. We make no representation as to whether this would apply to any of the sponsors. In January 2011, the then-acting general counsel of the FDIC issued a letter (the “Acting General Counsel’s Letter”) in which he expressed his view that, under then-existing regulations, the FDIC, as receiver under the OLA, would not, in the exercise of its OLA repudiation powers, recover as property of a financial company assets transferred by the financial company, provided that the transfer satisfies the conditions for the exclusion of assets from the financial company’s estate under the federal bankruptcy code. The letter further noted that, while the FDIC staff may be considering recommending further regulations under OLA, the acting general counsel would recommend that such regulations incorporate a 90-day transition period for any provisions affecting the FDIC’s statutory power to disaffirm or repudiate contracts. If, however, the FDIC were to adopt a different approach than that described in the Acting General Counsel’s Letter, delays or reductions in payments on the offered certificates would occur.

The Requirement of the Special Servicers to Obtain FIRREA-Compliant Appraisals May Result in an Increased Cost to the Issuing Entity

Each appraisal obtained pursuant to the pooling and servicing agreement is required to contain a statement, or is accompanied by a letter from the appraiser, to the effect that the appraisal was performed in accordance with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (“FIRREA”), as in effect on the date such appraisal was obtained. Any such appraisal is likely to be more expensive than an appraisal that is not FIRREA compliant. Such increased cost could result in losses to the issuing entity. Additionally, FIRREA compliant appraisals are required to assume a value determined by a typically motivated buyer and seller, and could result in a higher appraised value than one not prepared assuming a forced liquidation or other distress situation. In addition, because a FIRREA compliant appraisal may result in a higher valuation than a non-FIRREA compliant appraisal, there may be a delay in calculating and applying appraisal reductions, which could result in the holders of a given class of certificates continuing to hold the full non-notionally reduced amount of such certificates for a longer period of time than would be the case if a non-FIRREA compliant appraisal were obtained.

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Tax Matters and Changes in Tax Law May Adversely Impact the Mortgage Loans or Your Investment

Tax Considerations Relating to Foreclosure

If the issuing entity acquires a mortgaged property (or, in the case of a non-serviced mortgage loan, a beneficial interest in a mortgaged property) subsequent to a default on the related mortgage loan pursuant to a foreclosure or deed-in-lieu of foreclosure, the applicable special servicer (or, in the case of a non-serviced mortgage loan, the related non-serviced special servicer) would be required to retain an independent contractor to operate and manage such mortgaged property. Among other items, the independent contractor generally will not be able to perform construction work other than repair, maintenance or certain types of tenant build-outs, unless the construction was more than 10% completed when the mortgage loan defaulted or when the default of the mortgage loan became imminent. Generally, any (i) net income from such operation (other than qualifying “rents from real property”) (ii) rental income based on the net profits of a tenant or sub-tenant or allocable to a service that is non-customary in the area and for the type of property involved and (iii) rental income attributable to personal property leased in connection with a lease of real property, if the rent attributable to the personal property exceeds 15% of the total rent for the taxable year, will subject the Lower-Tier REMIC to federal tax (and possibly state or local tax) on such income at the highest marginal corporate tax rate. No determination has been made whether any portion of the income from the mortgaged properties constitutes “rent from real property”. Any such imposition of tax will reduce the net proceeds available for distribution to certificateholders. The applicable special servicer (or, in the case of a non-serviced mortgage loan, the related non-serviced special servicer) may permit the Lower-Tier REMIC to earn “net income from foreclosure property” that is subject to tax if it determines that the net after-tax benefit to holders of certificates and any related companion loan holder(s), as a collective whole, could reasonably be expected to be greater than under another method of operating or leasing the mortgaged property. See “Pooling and Servicing Agreement—Realization Upon Mortgage Loans”. In addition, if the issuing entity were to acquire one or more mortgaged properties (or, in the case of a non-serviced mortgage loan, a beneficial interest in a mortgaged property) pursuant to a foreclosure or deed-in-lieu of foreclosure, upon acquisition of those mortgaged properties (or, in the case of a non-serviced mortgage loan, a beneficial interest in a mortgaged property), the issuing entity may in certain jurisdictions, particularly in New York, be required to pay state or local transfer or excise taxes upon liquidation of such properties. Such state or local taxes may reduce net proceeds available for distribution to the certificateholders.

When foreclosing on a real estate mortgage, a REMIC is generally limited to taking only the collateral that will qualify as “foreclosure property” within the meaning of the REMIC provisions. Foreclosure property includes only the real property (ordinarily the land and structures) securing the real estate mortgage and personal property incident to such real property.

REMIC Status

If an entity intended to qualify as a REMIC fails to satisfy one or more of the REMIC provisions of the United States Internal Revenue Code of 1986, as amended, during any taxable year, the United States Internal Revenue Code of 1986, as amended, provides that such entity will not be treated as a REMIC for such year and any year thereafter. In such event, the relevant entity would likely be treated as an association taxable as a corporation under the United States Internal Revenue Code of 1986, as amended. If designated

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portions of the issuing entity are so treated, the offered certificates may be treated as stock interests in an association and not as debt instruments.

Material Federal Tax Considerations Regarding Original Issue Discount

One or more classes of offered certificates may be issued with “original issue discount” for federal income tax purposes, which generally would result in the holder recognizing taxable income in advance of the receipt of cash attributable to that income. Accordingly, investors must have sufficient sources of cash to pay any federal, state or local income taxes with respect to the original issue discount. In addition, such original issue discount will be required to be accrued and included in income based on the assumption that no defaults will occur and no losses will be incurred with respect to the mortgage loans. This could lead to the inclusion of amounts in ordinary income early in the term of the certificate that later prove uncollectible, giving rise to a bad debt deduction. In the alternative, an investor may be required to treat such uncollectible amount as a capital loss under Section 166 of the United States Internal Revenue Code of 1986, as amended.

Description of the Mortgage Pool

General

The assets of the issuing entity will consist of a pool of sixty-five (65) fixed-rate mortgage loans (the “Mortgage Loans” or, collectively, the “Mortgage Pool”) with an aggregate principal balance as of the Cut-off Date of $1,213,814,926 (the “Initial Pool Balance”). The “Cut-off Date” means the respective due dates for such Mortgage Loans in September 2017 (or, in the case of any Mortgage Loan that has its first due date in October 2017, the date that would have been its due date in September 2017 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month).

Ten (10) of the Mortgage Loans, representing approximately 53.0% of the Initial Pool Balance, are each part of a larger whole loan, each of which is comprised of the related Mortgage Loan and one or more loans that are pari passu in right of payment to the related Mortgage Loan (collectively referred to in this prospectus as “Pari Passu Companion Loans”) and/or are subordinate in right of payment to the related Mortgage Loan (referred to in this prospectus as “Subordinate Companion Loans”). The Pari Passu Companion Loans and the Subordinate Companion Loans are collectively referred to as the “Companion Loans” in this prospectus, and each Mortgage Loan and the related Companion Loan(s) are collectively referred to as a “Whole Loan”. Each Companion Loan is secured by the same mortgage and the same single assignment of leases and rents securing the related Mortgage Loan. See “—The Whole Loans” below for more information regarding the rights of the holders of the related Mortgage Loans and Companion Loans.

The Mortgage Loans were selected for this transaction from mortgage loans specifically originated for securitizations of this type by the mortgage loan sellers and their respective affiliates, or originated by others and acquired by the mortgage loan sellers specifically for a securitization of this type, in either case, taking into account, among other factors, rating agency criteria and anticipated feedback from investors in the most subordinate certificates, property type and geographic location.

The Mortgage Loans were originated, co-originated or acquired by the mortgage loan sellers set forth in the following chart and such entities will sell their respective Mortgage Loans to the depositor, which will in turn sell the Mortgage Loans to the issuing entity:

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Sellers of the Mortgage Loans

Mortgage Loan Seller	Originator(1)	Number of Mortgage Loans	Number of Mortgaged Properties	Aggregate Cut-Off Date Balance of Mortgage Loans	Approx. % of Initial Pool Balance
Wells Fargo Bank, National Association	Wells Fargo Bank, National Association	16	18	$    421,551,161	34.7%
Morgan Stanley Mortgage Capital Holdings LLC	Morgan Stanley Bank, N.A.	15	30	399,477,536	32.9
Bank of America, National Association	Bank of America, N.A.	16	17	327,059,028	26.9
National Cooperative Bank, N.A.	National Cooperative Bank, N.A. or National Consumer Cooperative Bank	18	18	65,727,201	5.4
Total		65	83	$ 1,213,814,926	100.0%

⁽¹⁾ Certain of the Wells Fargo Bank, National Association, Bank of America, National Association, Morgan Stanley Mortgage Capital Holdings LLC and National Cooperative Bank, N.A. mortgage loans were co-originated by the related mortgage loan seller and another entity or were originated by another entity and transferred to the mortgage loan seller. See “Description of the Mortgage Pool—General—Co-Originated Mortgage Loans”.

Each Mortgage Loan is evidenced by one or more promissory notes or similar evidence of indebtedness (each a “Mortgage Note”) and, in each case, is secured by (or, in the case of an indemnity deed of trust, backed by a guaranty that is secured by) one or more mortgages, deeds of trust or other similar security instruments (each, a “Mortgage”) creating a first lien on a fee simple and/or leasehold interest in one or more commercial, multifamily or residential cooperative real properties (each, a “Mortgaged Property”).

The Mortgage Loans are generally non-recourse loans. In the event of a borrower default on a non-recourse Mortgage Loan, recourse may be had only against the specific Mortgaged Property or Mortgaged Properties and the other limited assets securing such Mortgage Loan, and not against the related borrower’s other assets. The Mortgage Loans are not insured or guaranteed by the sponsors, the mortgage loan sellers or any other person or entity unrelated to the respective borrower. You should consider all of the Mortgage Loans to be nonrecourse loans as to which recourse in the case of default will be limited to the specific property and other assets, if any, pledged to secure the related Mortgage Loan.

Co-Originated Mortgage Loans

The following Mortgage Loans were co-originated by the related mortgage loan seller and another entity or were originated by another entity and transferred to the mortgage loan seller:

● The Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as General Motors Building, representing approximately 9.2% of the Initial Pool Balance, for which Morgan Stanley Mortgage Capital Holdings LLC is the mortgage loan seller, is part of a Whole Loan that was co-originated by Morgan Stanley Bank, N.A., Citigroup Global Markets Realty Corp., Deutsche Bank AG, acting through its New York Branch and Wells Fargo Bank, National Association.

● The Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Corporate Woods Portfolio, representing approximately 5.8% of the aggregate principal balance of the Initial Pool Balance, for which Morgan Stanley Mortgage Capital Holdings LLC is the mortgage loan seller, is part of a Whole Loan

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that was co-originated by Citi Real Estate Funding Inc. and Morgan Stanley Bank, N.A.

● The Mortgage Loan secured by the mortgaged property identified on Annex A-1 to this prospectus as Westin Building Exchange, representing approximately 5.6% of the aggregate principal balance of the Initial Pool Balance, for which Wells Fargo Bank, National Association is the mortgage loan seller, was co-originated by Wells Fargo Bank, National Association and Column Financial, Inc.

● The Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Mall of Louisiana, representing approximately 5.4% of the Initial Pool Balance, for which Bank of America, National Association is the mortgage loan seller, is part of a Whole Loan that was co-originated by Bank of America, National Association, Citi Real Estate Funding Inc. and Barclays Bank PLC.

● The Mortgage Loan secured by the mortgaged property identified on Annex A-1 to this prospectus as Moffett Place B4, representing approximately 2.6% of the Initial Pool Balance, for which Wells Fargo Bank, National Association is the mortgage loan seller, was co-originated by Wells Fargo Bank, National Association and Deutsche Bank AG, acting through its New York Branch.

● The Mortgage Loan secured by the mortgaged property identified on Annex A-1 to this prospectus as First Stamford Place, representing approximately 2.1% of the Initial Pool Balance, for which Wells Fargo Bank, National Association is the mortgage loan seller, was co-originated by Wells Fargo Bank, National Association and JPMorgan Chase Bank, National Association.

Certain Calculations and Definitions

This prospectus sets forth certain information with respect to the Mortgage Loans and the Mortgaged Properties. The sum in any column of the tables presented in Annex A-2 or Annex A-3 may not equal the indicated total due to rounding. The information in Annex A-1 with respect to the Mortgage Loans (or Whole Loans, if applicable) and the Mortgaged Properties is based upon the pool of the Mortgage Loans as it is expected to be constituted as of the close of business on September 28, 2017 (the “Closing Date”), assuming that (i) all scheduled principal and interest payments due on or before the Cut-off Date will be made and (ii) there will be no principal prepayments on or before the Closing Date. The statistics in Annex A-1, Annex A-2 and Annex A-3 were primarily derived from information provided to the depositor by each sponsor, which information may have been obtained from the borrowers.

All percentages of the Mortgage Loans and Mortgaged Properties, or of any specified group of Mortgage Loans and Mortgaged Properties, referred to in this prospectus without further description are approximate percentages of the Initial Pool Balance by Cut-off Date Balances and/or the allocated loan amount allocated to such Mortgaged Properties as of the Cut-off Date.

All information presented in this prospectus with respect to each Mortgage Loan with one or more Pari Passu Companion Loans is calculated in a manner that reflects the aggregate indebtedness evidenced by that Mortgage Loan and the related Pari Passu Companion Loan(s), unless otherwise indicated. All information presented in this prospectus with respect to each Mortgage Loan with a related Subordinate Companion Loan is calculated without regard to any such Subordinate Companion Loan, unless otherwise indicated.

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Definitions

For purposes of this prospectus, including the information presented in the Annexes, the indicated terms have the following meanings (with respect to the Mortgage Loans secured by residential cooperative properties, the following is supplemented and modified as provided in “—Certain Characteristics of Mortgage Loans Secured by Residential Cooperatives” below):

“ADR” means, for any hotel property, average daily rate.

“Annual Debt Service” generally means, for any Mortgage Loan, 12 times the average of the principal and interest payments for the first 12 payment periods of the Mortgage Loan following the Cut-off Date, provided that:

● in the case of a Mortgage Loan that provides for interest-only payments through maturity, Annual Debt Service means the aggregate interest payments scheduled to be due on the Due Date following the Cut-off Date and the 11 Due Dates thereafter for such Mortgage Loan; and

● in the case of a Mortgage Loan that provides for an initial interest-only period and provides for scheduled amortization payments after the expiration of such interest-only period prior to the maturity date or the Anticipated Repayment Date, as applicable, Annual Debt Service means 12 times the monthly payment of principal and interest payable during the amortization period.

Monthly debt service and the debt service coverage ratios are also calculated using the average of the principal and interest payments for the first 12 payment periods of the Mortgage Loan following the Cut-off Date, subject to the proviso to the prior sentence. In the case of any Whole Loan, Annual Debt Service is calculated with respect to the Mortgage Loan including any related Companion Loan(s) (other than any related Subordinate Companion Loan). Annual Debt Service is calculated with regard to the related Mortgage Loan included in the issuing entity only, unless otherwise indicated.

“Appraised Value” means, for any Mortgaged Property, the appraiser’s adjusted value of such Mortgaged Property as determined by the most recent third party appraisal of the Mortgaged Property available to the related mortgage loan seller as set forth under “Appraised Value” on Annex A-1. The Appraised Value set forth on Annex A-1 is the “as-is” value unless otherwise specified in this prospectus, on Annex A-1 and/or the related footnotes. In certain cases, the appraisals state values other than “as-is” as well as the “as-is” value for the related Mortgaged Property that assume that certain events will occur with respect to the re-tenanting, construction, renovation or repairs at such Mortgaged Property. In most such cases, the related mortgage loan seller has taken reserves sufficient to complete such re-tenanting, construction, renovation or repairs. We make no representation that sufficient amounts have been reserved or that the appraised value would approximate either the value that would be determined in a current appraisal of the related Mortgaged Property or the amount that would be realized upon a sale. In addition, with respect to certain of the Mortgage Loans secured by a portfolio of Mortgaged Properties, the Appraised Value represents the “as-is” value, or values other than “as-is” for the portfolio of Mortgaged Properties as a collective whole, which is generally higher than the aggregate of the “as-is” or appraised values other than “as-is” of the individual Mortgaged Properties. For example, in the case of the Mortgage Loan identified as Corporate Woods Portfolio on Annex A-1 to this prospectus, representing approximately 5.8% of the Initial Pool Balance, the “as-is” appraised value of $299,100,000 reflects a 1.2% premium attributed to the value of the related Mortgaged Properties as a whole. For

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additional information, see the table in the definition of LTV Ratio below. In the case of certain of the Mortgage Loans, the LTV Ratio for such Mortgage Loans has been calculated based on values other than the “as-is” Appraised Value of the related Mortgaged Property, and in certain other cases, based on an Appraised Value that includes certain property that does not qualify as real property. With respect to any Mortgage Loan that is a part of a Whole Loan, the Appraised Value is based on the appraised value of the related Mortgaged Property that secures the entire Whole Loan. For additional information related to calculation of “Appraised Value” for Mortgage Loans secured by residential cooperatives see “—Certain Characteristics of Mortgage Loans Secured by Residential Cooperatives” below.

“Balloon Balance” means, with respect to any Mortgage Loan, the principal amount that will be due at maturity (or, in the case of any ARD Loan, at the related Anticipated Repayment Date) for such Mortgage Loan, assuming no payment defaults or principal prepayments.

“Cash Flow Analysis” is, with respect to one or more of the Mortgaged Properties securing a Mortgage Loan among the 15 largest Mortgage Loans, a summary presentation of certain adjusted historical financial information provided by the related borrower, and a calculation of the Underwritten Net Cash Flow expressed as (a) “Effective Gross Income” minus (b) “Total Operating Expenses” and underwritten replacement reserves and (if applicable) tenant improvements and leasing commissions. For this purpose:

● “Effective Gross Income” means, with respect to any Mortgaged Property, the revenue derived from the use and operation of that property, less allowances for vacancies, concessions and credit losses. The “revenue” component of such calculation was generally determined on the basis of the information described with respect to the “revenue” component described under “Underwritten Net Cash Flow” below. In general, any non-recurring revenue items and non-property related revenue are eliminated from the calculation of Effective Gross Income.

● “Total Operating Expenses” means, with respect to any Mortgaged Property, all operating expenses associated with that property, including, but not limited to, utilities, administrative expenses, repairs and maintenance, management fees, advertising costs, insurance premiums, real estate taxes and (if applicable) ground rent. Such expenses were generally determined on the basis of the same information as the “expense” component described under “Underwritten Net Cash Flow” below.

To the extent available, selected historical income, expenses and net income associated with the operation of the related Mortgaged Property securing each Mortgage Loan appear in each cash flow summary contained in Annex A-3 to this prospectus. Such information is one of the sources (but not the only source) of information on which calculations of Underwritten Net Cash Flow are based. The historical information presented is derived from audited and/or unaudited financial statements provided by the borrowers. The historical information in the cash flow summaries reflects adjustments made by the mortgage loan seller to exclude certain items contained in the related financial statements that were not considered in calculating Underwritten Net Cash Flow and is presented in a different format from the financial statements to show a comparison to the Underwritten Net Cash Flow. In general, solely for purposes of the presentation of historical financial information, the amount set forth under the caption “gross income” consists of the “total revenues” set forth in the applicable financial statements (including (as and to the extent stated) rental revenues, tenant reimbursements and recovery income (and, in the case of hospitality properties and certain other property types, parking income, telephone income, food and beverage income, laundry income and other income), with adjustments to exclude amounts

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recognized on the financial statements under a straight-line method of recognizing rental income (including increases in minimum rents and rent abatements) from operating leases over their lives and items indicated as extraordinary or one-time revenue collections or considered nonrecurring in property operations. The amount set forth under the caption “expenses” in the historical financial information consists of the total expenses set forth in the applicable financial statements, with adjustments to exclude allocated parent company expenses, restructuring charges and charges associated with employee severance and termination benefits, interest expenses paid to company affiliates or unrelated third parties, charges for depreciation and amortization and items indicated as extraordinary or one-time losses or considered nonrecurring in property operations.

The selected historical information presented in the cash flow summaries is derived from audited and/or unaudited financial statements furnished by the respective borrowers which have not been verified by the depositor, any underwriters, the mortgage loan sellers or any other person. Audits or other verification of such financial statements could result in changes thereto, which could in turn result in the historical net income presented herein being overstated or understated.

The “Cut-off Date Balance” of any Mortgage Loan will be the unpaid principal balance of that Mortgage Loan, as of the Cut-off Date for such Mortgage Loan, after application of all payments due on or before that date, whether or not received.

An “LTV Ratio” for any Mortgage Loan, as of any date of determination, is a fraction, expressed as a percentage, the numerator of which is the scheduled principal balance of the Mortgage Loan as of that date (assuming no defaults or prepayments on the Mortgage Loan prior to that date), and the denominator of which is the “as-is” Appraised Value (including “as-is” Appraised Values that reflect a portfolio premium) as determined by an appraisal of the Mortgaged Property obtained at or about the time of the origination of the related Mortgage Loan (or, in the case of the Mortgage Loans as shown in the table below, a value other than the “as-is” Appraised Value).

Mortgage Loan Name	% of Initial Pool Balance	Cut-off Date LTV Ratio (Other Than “As-Is”)	Maturity Date LTV Ratio (Other Than “As-Is”)	Appraised Value (Other Than “As-Is”)	Cut-off Date LTV Ratio (“As-Is”)	Maturity Date LTV Ratio (“As-Is”)	“As-Is” Appraised Value
Corporate Woods Portfolio(1)	5.8%	74.0%	59.7%	$299,100,000	74.9%	60.4%	$295,500,000
Raleigh Marriott City Center(2)	3.1%	63.0%	60.1%	$108,000,000	71.6%	68.4%	$95,000,000
Moffett Place B4(3)	2.6%	41.0%	37.3%	$309,500,000	47.2%	42.9%	$269,100,000
8532 Melrose Avenue(4)	1.2%	57.0%	57.0%	$25,000,000	57.7%	57.7%	$24,700,000

⁽¹⁾ With respect to the Mortgage Loan secured by the Mortgaged Properties identified on Annex A-1 to this prospectus as Corporate Woods Portfolio, representing approximately 5.8% of the Initial Pool Balance, the related appraisal included a 1.2% portfolio premium.

⁽²⁾ With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Raleigh Marriott City Center, representing approximately 3.1% of the Initial Pool Balance, the appraised value reflects an appraisal on a hypothetical “as-complete” basis, subject to the anticipated completion of the currently ongoing work associated with a property improvement plan. A reserve in the amount of approximately $12,000,000 was established at, origination in connection with such improvements.

⁽³⁾ With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Moffett Place B4, representing approximately 2.6% of the Initial Pool Balance, the appraised value reflects an appraisal on a hypothetical “as stabilized” basis, subject to the single tenant, Google, Inc., paying rent and fully occupying the space. Google, Inc. is now partially occupying the Mortgaged Property and is expected to be fully occupying by the end of 2017.

⁽⁴⁾ With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as 8532 Melrose Avenue, representing approximately 1.2% of the Initial Pool Balance, the Appraised Value set forth on Annex A-1 is the “as stabilized” value, which assumes that the second of the two

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tenants at the Mortgaged Property, Joe & The Juice, has taken occupancy. Joe & The Juice opened its store on August 30, 2017.

The LTV Ratio as of the related maturity date or, if applicable, the Anticipated Repayment Date, set forth in Annex A-2 was calculated based on the principal balance of the related Mortgage Loan on the related maturity date or Anticipated Repayment Date, as the case may be, assuming all principal payments required to be made on or prior to the related maturity date or, if applicable, the Anticipated Repayment Date (in either case, not including the Maturity Date Balloon or ARD Payment) are made. In addition, because it is based on the value of a Mortgaged Property determined as of loan origination, the information set forth in this prospectus in Annex A-1 and in Annex A-2 is not necessarily a reliable measure of the related borrower’s current equity in each Mortgaged Property. In a declining real estate market, the appraised value of a Mortgaged Property could have decreased from the appraised value determined at origination and the current actual LTV Ratio of a Mortgage Loan and the LTV Ratio at maturity or anticipated repayment date may be higher than its LTV Ratio at origination even after taking into account amortization since origination. See “Risk Factors—Risks Relating to the Mortgage Loans—Appraisals May Not Reflect Current or Future Market Value of Each Property”.

In the case of a Mortgage Loan that is part of a Whole Loan, unless otherwise indicated, LTV Ratios with respect to such Mortgage Loan were calculated including any related Companion Loan(s) (except that, in the case of a Mortgage Loan with a Subordinate Companion Loan, LTV Ratios were calculated without regard to any related Subordinate Companion Loan).

The characteristics described above and in Annex A-2, along with certain additional characteristics of the Mortgage Loans presented on a loan-by-loan basis, are set forth in Annex A-1.

“Cut-off Date Loan-to-Value Ratio” or “Cut-off Date LTV Ratio” generally means the ratio, expressed as a percentage, of the Cut-off Date Balance of a Mortgage Loan to the Appraised Value of the related Mortgaged Property or Mortgaged Properties determined as described under “—Appraised Value” in this prospectus. See also the footnotes to Annex A-1 in this prospectus. Because the Appraised Values of the Mortgaged Properties were determined prior to origination, the information set forth in this prospectus, including the Annexes hereto, is not necessarily a reliable measure of property value or the related borrower’s current equity in each Mortgaged Property. In a declining real estate market, the appraised value of a Mortgaged Property may have decreased from the appraised value determined at origination and the current actual Cut-off Date loan-to-value ratio of a Mortgage Loan may be higher than the Cut-off Date LTV Ratio that we present in this prospectus, even after taking into account any amortization since origination. No representation is made that any Appraised Value presented in this prospectus would approximate either the value that would be determined in a current appraisal of the related Mortgaged Property or the amount that would be realized upon a sale of that property. See “Risk Factors—Risks Relating to the Mortgage Loans—Appraisals May Not Reflect Current or Future Market Value of Each Property” in this prospectus. In the case of a Mortgage Loan that is part of a Whole Loan, the related Cut-off Date LTV Ratio was calculated based on the aggregate principal balance of the Mortgage Loan and the related Pari Passu Companion Loan(s) (but excluding any related Subordinate Companion Loans) as of the Cut-off Date.

“Debt Service Coverage Ratio”, “DSCR”, “Underwritten Net Cash Flow Debt Service Coverage Ratio”, “Underwritten Debt Service Coverage Ratio”, “U/W NCF DSCR” or “U/W DSCR” generally means the ratio of the Underwritten Net Cash Flow for the related

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Mortgaged Property or Mortgaged Properties to the Annual Debt Service as shown on Annex A-1 to this prospectus.

Underwritten Net Cash Flow Debt Service Coverage Ratios for all partial interest-only loans, if any, were calculated based on the first principal and interest payment required to be made to the issuing entity during the term of the Mortgage Loan, and the Underwritten Net Cash Flow Debt Service Coverage Ratio for all interest-only loans were calculated based on the sum of the first 12 interest payments following the Cut-off Date.

In the case of a Mortgage Loan that is part of a Whole Loan, such debt service coverage ratio was calculated based on the aggregate Annual Debt Service of the Pari Passu Mortgage Loan and the related Pari Passu Companion Loan(s) (but excluding any related Subordinate Companion Loan).

In general, debt service coverage ratios are used by income property lenders to measure the ratio of (a) cash currently generated by a property or expected to be generated by a property based upon executed leases that is available for debt service to (b) required debt service payments. However, debt service coverage ratios only measure the current, or recent, ability of a property to service mortgage debt. If a property does not possess a stable operating expectancy (for instance, if it is subject to material leases that are scheduled to expire during the loan term and that provide for above-market rents and/or that may be difficult to replace), a debt service coverage ratio may not be a reliable indicator of a property’s ability to service the mortgage debt over the entire remaining loan term. See the definition of “Underwritten Net Cash Flow” below.

The Underwritten Debt Service Coverage Ratios presented in this prospectus appear for illustrative purposes only and, as discussed above, are limited in their usefulness in assessing the current, or predicting the future, ability of a Mortgaged Property or Mortgaged Properties to generate sufficient cash flow to repay the related Mortgage Loan. No representation is made that the Underwritten Debt Service Coverage Ratios presented in this prospectus accurately reflect that ability.

“GLA” means gross leasable area.

“In-Place Cash Management” means, for funds directed into a lockbox, such funds are generally not made immediately available to the related borrower, but instead are forwarded to a cash management account controlled by the lender and the funds are disbursed according to the related Mortgage Loan documents with any excess remitted to the related borrower (unless an event of default under the Mortgage Loan documents or one or more specified trigger events have occurred and are outstanding) generally on a daily basis.

“Loan Per Unit” means the principal balance per unit of measure (as applicable) as of the Cut-off Date. With respect to any Mortgage Loan that is part of a Whole Loan, the Loan Per Unit is calculated with regard to both the related Pari Passu Companion Loan(s) and the related Mortgage Loan, but without regard to any related Subordinate Companion Loan, unless otherwise indicated.

“LTV Ratio at Maturity or ARD”, “LTV Ratio at Maturity or Anticipated Repayment Date” and “Balloon or ARD LTV Ratio” generally means the ratio, expressed as a percentage, of (a) the principal balance of a balloon Mortgage Loan scheduled to be outstanding on the stated maturity date (or, in the case of an ARD Loan, scheduled to be outstanding on the Anticipated Repayment Date), assuming (among other things) no prepayments or defaults, to (b) the Appraised Value of the related Mortgaged Property or Mortgaged Properties

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determined as described under “—Appraised Value”. Each Mortgage Loan requires that a regular monthly debt service payment be made on the stated maturity date or Anticipated Repayment Date, as applicable, and accordingly the principal balance referenced in clause (a) of the immediately preceding sentence will be net of the principal portion, if any, of the monthly debt service payment due on such date. Because the Appraised Values of the Mortgaged Properties were determined prior to origination, the information set forth in this prospectus, including the Annexes hereto, is not necessarily a reliable measure of the related borrower’s current equity in each Mortgaged Property. In a declining real estate market, the appraised value of a Mortgaged Property may have decreased from the appraised value determined at origination and the actual loan-to-value ratio at maturity of a Mortgage Loan may be higher than the LTV Ratio at Maturity or ARD that we present in this prospectus. See “Risk Factors—Risks Relating to the Mortgage Loans—Appraisals May Not Reflect Current or Future Market Value of Each Property” in this prospectus. In the case of each Mortgage Loan that is part of a Whole Loan, unless otherwise indicated, such loan-to-value ratio was calculated based on the aggregate principal balance that will be due at maturity (or, in the case of an ARD Loan, scheduled to be outstanding on the Anticipated Repayment Date) with respect to such Pari Passu Mortgage Loan and the related Pari Passu Companion Loan(s), but without regard to any related Subordinate Companion Loan.

“Maturity Date Balloon or ARD Payment” or “Balloon or ARD Payment” means, for any balloon Mortgage Loan or ARD Loan, the payment of principal due upon its stated maturity date or Anticipated Repayment Date. Each Mortgage Loan requires that a regular monthly debt service payment be made on the stated maturity date or Anticipated Repayment Date, as applicable, and accordingly the payment of principal referenced in the immediately preceding sentence will be net of the principal portion, if any, of the monthly debt service payment due on such date.

“Net Operating Income” generally means, for any given period (ending on the “NOI Date”), the total operating revenues derived from a Mortgaged Property during that period, minus the total operating expenses incurred in respect of that Mortgaged Property during that period other than:

● non-cash items such as depreciation and amortization,

● capital expenditures, and

● debt service on the related Mortgage Loan or on any other loans that are secured by that Mortgaged Property.

“NRA” means net rentable area.

“Occupancy Rate” means (i) in the case of multifamily rental properties (other than residential cooperative properties) and manufactured housing community properties, the percentage of rental units or beds, as applicable, that are rented (generally without regard to the length of the lease or rental period) as of the date of determination; (ii) in the case of office, retail and industrial/warehouse properties, the percentage of the net rentable square footage rented as of the date of determination (subject to, in the case of certain Mortgage Loans, one or more of the additional lease-up assumptions); (iii) in the case of hospitality properties, the percentage of available rooms occupied for the trailing 12-month period ending on the date of determination; (iv) in the case of self storage facilities, either the percentage of the net rentable square footage rented or the percentage of units rented as of the date of determination, depending on borrower reporting; and (v) in the case of residential cooperative properties, the property vacancy assumption reflected in the related appraisal for purposes of determining the appraised value of the related Mortgaged Property

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as a multifamily rental property (i.e., the “Coop-Rental Value” reflected in Annex A-1); such vacancy assumption for residential cooperative properties does not reflect actual occupancy. In the case of some of the Mortgage Loans, the calculation of Occupancy Rate for one or more related properties was based on assumptions regarding occupancy, such as: the assumption that a particular tenant at the subject Mortgaged Property that has executed a lease (or, in some cases, a letter of intent to execute a lease), but has not yet taken occupancy and/or has not yet commenced paying rent, will take occupancy on a future date generally expected to occur within 12 months of the Cut-off Date; assumptions regarding the renewal of particular leases and/or the re-leasing of certain space at the subject Mortgaged Property; and certain additional lease-up assumptions as may be described in the footnotes to Annex A-1 to this prospectus. For information regarding the determination of the occupancy rates with respect to the 15 largest Mortgage Loans and related Mortgaged Properties, see the individual Mortgage Loan and portfolio descriptions in Annex A-3.

“Occupancy As Of Date” means the date of determination of the Occupancy Rate of a Mortgaged Property. With respect to a Mortgage Loan secured by a residential cooperative property, the Occupancy As Of Date is the date as of which the value of the related Mortgaged Property is determined pursuant to the appraisal from which the Occupancy Rate is derived.

“Prepayment Provisions” denotes a general summary of the provisions of a Mortgage Loan that restrict the ability of the related borrower to voluntarily prepay the Mortgage Loan. In each case, some exceptions may apply that are not described in the general summary, such as provisions that permit a voluntary partial prepayment in connection with the release of a portion of a Mortgaged Property, or require the application of tenant holdback reserves or performance escrows following failure to satisfy release conditions to a partial prepayment, in each case notwithstanding any lockout period or yield maintenance charge that may otherwise apply. In describing Prepayment Provisions, we use the following symbols with the indicated meanings:

● “@%(#)” means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which prepayments of principal are permitted with the payment of a Prepayment Premium (equal to @% of the prepaid amount).

● “D(#)” means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which voluntary prepayments of principal are prohibited, but the related borrower is permitted to defease that Mortgage Loan in order to obtain a release of the related Mortgaged Property.

● “L(#)” means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which voluntary prepayments of principal are prohibited and defeasance is not permitted.

● “O(#)” means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which prepayments of principal are permitted without the payment of any Prepayment Premium or Yield Maintenance Charge and the lender is not entitled to require a defeasance in lieu of prepayment.

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● “YM(#)” means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which prepayments of principal are permitted with the payment of a Yield Maintenance Charge and the lender is not entitled to require a defeasance in lieu of prepayment.

● “D or @%(#)” means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which the related borrower is permitted to defease that Mortgage Loan in order to obtain a release of the related Mortgaged Property and during which prepayments of principal are permitted with the payment of a Prepayment Premium (equal to @% of the prepaid amount).

● “D or YM(#)” means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which the related borrower is permitted to defease that Mortgage Loan in order to obtain a release of the related Mortgaged Property and during which prepayments of principal are permitted with the payment of a Yield Maintenance Charge.

● “GRTR of @% or YM or D(#)” means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which the related borrower is permitted to defease that Mortgage Loan in order to obtain a release of the related Mortgaged Property and during which prepayments of principal are permitted with the payment of the greater of a Yield Maintenance Charge and a Prepayment Premium (equal to @% of the prepaid amount).

● “GRTR of @% or YM(#)” means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which prepayments of principal are permitted with the payment of the greater of a Yield Maintenance Charge and a Prepayment Premium (equal to @% of the prepaid amount) and the lender is not entitled to require a defeasance in lieu of prepayment.

“Remaining Term to Maturity or ARD” means, with respect to any Mortgage Loan, the number of months from the Cut-off Date to the related stated maturity date or Anticipated Repayment Date.

“RevPAR” means, with respect to any hotel property, revenue per available room.

“Square Feet”, “SF” or “Sq. Ft.” means, in the case of a Mortgaged Property operated as a retail center, office, self storage or industrial/warehouse facility, any other single purpose property or any combination of the foregoing, the square footage of the net rentable or leasable area.

“T-12” and “TTM” each means trailing 12 months.

“Term to Maturity” means, with respect to any Mortgage Loan, the remaining term, in months, from the Cut-off Date for such Mortgage Loan to the related maturity date or, in the case of an ARD Loan, the related Anticipated Repayment Date, as applicable. Annex A-1 indicates which Mortgage Loans are ARD Loans.

“Underwritten Expenses” or “U/W Expenses” means, with respect to any Mortgage Loan or Mortgaged Property, an estimate of (a) operating expenses (such as utilities, administrative expenses, repairs and maintenance, management and franchise fees and advertising); and (b) estimated fixed expenses (such as insurance, real estate taxes and, if

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applicable, ground, space or air rights lease payments), as determined by the related mortgage loan seller and generally derived from historical expenses at the Mortgaged Property, the borrower’s budget or appraiser’s estimate, in some cases adjusted for significant occupancy increases and a market rate management fee and subject to certain assumptions and subjective judgments of each mortgage loan seller as described under the definition of “Underwritten Net Operating Income” below.

“Underwritten Net Cash Flow”, “Underwritten NCF” or “U/W NCF” means an amount based on assumptions relating to cash flow available for debt service. In general, it is the Underwritten Net Operating Income less all reserves for capital expenditures, including tenant improvement costs and leasing commissions. Underwritten Net Cash Flow generally does not reflect interest expenses, non-cash items such as depreciation and amortization and other non-reoccurring expenses. For certain additional information related to calculation of “Underwritten Net Cash Flow”, “Underwritten NCF” or “U/W NCF” for the Mortgage Loans secured by residential cooperative properties, see “—Certain Characteristics of Mortgage Loans Secured by Residential Cooperatives”.

In determining the “revenue” component of Underwritten Net Cash Flow for each Mortgaged Property (other than a residential cooperative property), the related mortgage loan seller generally relied on a rent roll and/or other known, signed tenant leases, executed extension options, property financial statements, estimates in the related appraisal, or other indications of anticipated income (generally supported by market considerations, cash reserves or letters of credit) supplied by the related borrower and, where the actual vacancy shown thereon and, if available, the market vacancy was less than 5%, assumed a minimum 5% vacancy in determining revenue from rents (in certain cases, inclusive of rents under master leases with an affiliate of the borrower that relate to space not used or occupied by the master lease tenant, or, in the case of a hotel property, room rent, food and beverage revenues and other hotel property income), except that in the case of certain non-multifamily and non-manufactured housing community properties, space occupied by such anchor or single tenants or other large creditworthy tenants may have been disregarded (or a rate of less than 5% has been assumed) in performing the vacancy adjustment due to the length of the related leases or creditworthiness of such tenants. Where the actual or market vacancy was greater than 5%, the mortgage loan seller determined revenue from rents (in certain cases, inclusive of rents under master leases with an affiliate of the borrower that relate to space not used or occupied by the master lease tenant, or, in the case of a hotel property, room rent, food and beverage revenues and other hotel property income) by generally relying on a rent roll and/or other known, signed leases, executed lease extension options, property financial statements, estimates in the related appraisal, or other indications of anticipated income (generally supported by market considerations, cash reserves or letters of credit) supplied and generally (but not in all cases) the greatest of (a) actual current vacancy at the related Mortgaged Property or a vacancy otherwise based on performance of the related Mortgaged Property (e.g., an economic vacancy based on actual collections for a specified trailing period), (b) if available, current vacancy according to third-party-provided market information or at comparable properties in the same or similar market as the related Mortgaged Property, subject to adjustment to address special considerations (such as where market vacancy may have been ignored with respect to space covered by long-term leases or because it was deemed inapplicable by reason of, among other things, below market rents at or unique characteristics of the subject Mortgaged Property) and/or to reflect the appraiser’s conclusion of a supportable or stabilized occupancy rate, and (c) subject to the discussion above, 5%. In some cases involving a multi-property Mortgage Loan, the foregoing vacancy assumptions may be applied to the portfolio of the related Mortgaged Properties in the entirety, but may not apply to each related Mortgaged Property. In addition, for some

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Mortgaged Properties, the actual vacancy may reflect the average vacancy over the course of a year (or trailing 12-month period). In determining revenue for multifamily, manufactured housing community and self storage properties, the mortgage loan sellers generally reviewed rental revenue shown on the rolling one-to-twelve month (or some combination thereof) operating statements or annualized the rental revenue and reimbursement of expenses shown on rent rolls or operating statements with respect to the prior one-to-twelve-month periods. In the case of hospitality properties, gross receipts were generally determined based upon the average occupancy not to exceed 80% and daily rates based on third-party-provided market information or average daily rates achieved during the prior one-to-three year annual reporting period.

In determining the “expense” component of Underwritten Net Cash Flow for each Mortgaged Property, the related mortgage loan seller generally relied on, to the extent available, historical operating statements, full-year or year-to-date financial statements, rolling 12-month operating statements, year-to-date financial statements and/or budgets supplied by the related borrower, as well as estimates in the related appraisal, except that: (i) if tax or insurance expense information more current than that reflected in the financial statements was available and verified, the newer information was generally used; (ii) property management fees were generally assumed to be 1% to 6% (depending on the property type) of effective gross revenue (or, in the case of a hospitality property, gross receipts); (iii) in general, depending on the property type, assumptions were made with respect to the average amount of reserves for leasing commissions, tenant improvement expenses and capital expenditures; (iv) expenses were assumed to include annual replacement reserves; and (v) recent changes in circumstances at the Mortgaged Properties were taken into account (for example, physical changes that would be expected to reduce utilities costs). Annual replacement reserves were generally underwritten to the suggested replacement reserve amount from an independent, third-party property condition or engineering report, or minimum requirements by property type designated by the mortgage loan seller, and are: (a) in the case of retail, office, self storage and industrial/warehouse properties, generally not more than $0.40 per square foot of net rentable commercial area (and may be zero); (b) in the case of multifamily rental apartments, generally not more than approximately $400 per residential unit per year, depending on the condition of the property (and may be zero); (c) in the case of manufactured housing community properties, generally not more than approximately $80 per pad per year, depending on the condition of the property (and may be zero); and (d) in the case of hospitality properties, generally 4% to 5%, inclusive, of gross revenues (and may be zero). In addition, in some cases, the mortgage loan seller recharacterized as capital expenditures items that are reported by borrowers as operating expenses (thus increasing the “net cash flow”).

Historical operating results may not be available for Mortgaged Properties with newly constructed improvements, Mortgaged Properties with triple-net leases, Mortgaged Properties that have recently undergone substantial renovations and newly acquired Mortgaged Properties. In such cases, items of revenue and expense used in calculating Underwritten Net Cash Flow were generally derived from rent rolls, estimates set forth in the related appraisal, leases with tenants, other third-party-provided market information or from other borrower-supplied information. We cannot assure you with respect to the accuracy of the information provided by any borrowers, or the adequacy of the procedures used by the related mortgage loan seller in determining the presented operating information.

For purposes of calculating Underwritten Net Cash Flow for Mortgage Loans where leases have been executed by one or more affiliates of the borrower, the rents under some of such leases, if applicable, have been adjusted downward to reflect market rents for similar

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properties if the rent actually paid under the lease was significantly higher than the market rent for similar properties.

The amounts described as revenue and expense above are often highly subjective values. In the case of some of the Mortgage Loans, the calculation of Underwritten Net Cash Flow for the related Mortgaged Properties was based on assumptions regarding projected rental income, expenses and/or occupancy, including, without limitation, one or more of the following: (i) the assumption that a particular tenant at a Mortgaged Property that has executed a lease or letter of intent, but has not yet taken occupancy and/or has not yet commenced paying rent, will take occupancy and commence paying rent on a future date generally expected to occur within 12 months of the Cut-off Date; (ii) the assumption that certain rental income that is to be payable commencing on a future date under a signed lease, but where the subject tenant is in an initial rent abatement or free rent period, will be paid commencing on such future date; (iii) assumptions regarding the probability of renewal or extension of particular leases and/or the re-leasing of certain space at a Mortgaged Property and the anticipated effect on capital and re-leasing expenditures; (iv) assumptions regarding the costs and expenses, including leasing commissions and tenant improvements, associated with leasing vacant space or releasing occupied space at a future date; and (v) assumptions regarding future increases or decreases in expenses, or whether certain expenses are capital expenses or should be treated as expenses which are not recurring. In addition, in the case of some commercial properties, the underwritten revenues were adjusted upward to account for a portion or average of the additional rents provided for under any rent step-ups scheduled to occur over the terms of the executed leases. We cannot assure you that the assumptions made with respect to any Mortgage Loan will, in fact, be consistent with actual property performance. Actual annual net cash flow for a Mortgaged Property may be less than the Underwritten Net Cash Flow presented with respect to that property in this prospectus. In addition, the underwriting analysis of any particular Mortgage Loan as described herein by a particular Mortgage Loan seller may not conform to an analysis of the same property by other persons or entities.

See “Risk Factors—Risks Relating to the Mortgage Loans—Underwritten Net Cash Flow Could Be Based On Incorrect or Flawed Assumptions” in this prospectus. See also Annex A-1 and the footnotes thereto and “—Certain Characteristics of Mortgage Loans Secured by Residential Cooperatives” below.

“Underwritten NCF Debt Yield” or “U/W NCF Debt Yield” generally means, with respect to any Mortgage Loan, the related Underwritten NCF divided by the Cut-off Date Balance of that Mortgage Loan. However, in the case of a Mortgage Loan that is part of a Whole Loan, unless otherwise indicated, such debt yield was calculated based on the aggregate principal balance of such Mortgage Loan and the related Pari Passu Companion Loan(s) as of the Cut-off Date (and, for the avoidance of doubt, without regard to any related Subordinate Companion Loan).

No Mortgage Loan included in the Trust has an Underwritten NCF Debt Yield calculated based on the related Cut-off Date Balance less a related earnout or holdback reserve.

“Underwritten Net Operating Income”, “Underwritten NOI” or “U/W NOI” means an amount based on assumptions of the cash flow available for debt service before deductions for capital expenditures, including replacement reserves, tenant improvement costs and leasing commissions. In general, Underwritten Net Operating Income is the assumed revenue derived from the use and operation of a Mortgaged Property, consisting primarily of rental income, less the sum of (a) assumed operating expenses (such as utilities, administrative expenses, repairs and maintenance, management fees and advertising) and (b) fixed expenses, such as insurance, real estate taxes and, if applicable, ground lease

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payments. Underwritten Net Operating Income is generally estimated in the same manner as Underwritten Net Cash Flow, except that no deduction is made for capital expenditures, including replacement reserves, tenant improvement costs and leasing commissions. For certain additional information related to calculation of “Underwritten Net Operating Income”, “Underwritten NOI” or “U/W NOI” for the Mortgage Loans secured by residential cooperative properties, see “—Certain Characteristics of Mortgage Loans Secured by Residential Cooperatives” below. See “Risk Factors—Risks Relating to the Mortgage Loans—Underwritten Net Cash Flow Could Be Based On Incorrect or Flawed Assumptions” in this prospectus.

“Underwritten Net Operating Income Debt Service Coverage Ratio” or “U/W NOI DSCR” for any Mortgage Loan for any period, as presented in this prospectus, including the tables presented on Annex A-1 and Annex A-2, is the ratio of Underwritten NOI calculated for the related Mortgaged Property to the amount of total Annual Debt Service on such Mortgage Loan except that the Underwritten Net Operating Income Debt Service Coverage Ratio for all partial interest-only loans, if any, was calculated based on the first principal and interest payment required to be made to the issuing entity during the term of the Mortgage Loan. However, in the case of a Mortgage Loan that is part of a Whole Loan, unless otherwise indicated, such debt service coverage ratio was calculated based on the aggregate Annual Debt Service of the related Mortgage Loan and the related Pari Passu Companion Loan(s) as of the Cut-off Date (and, for the avoidance of doubt, without regard to any related Subordinate Companion Loan). The Underwritten Net Operating Income Debt Service Coverage Ratios for all interest-only Mortgage Loans were calculated based on the sum of the first 12 interest payments following the Cut-off Date.

“Underwritten NOI Debt Yield” or “U/W NOI Debt Yield” means, with respect to any Mortgage Loan, the related Underwritten NOI divided by the Cut-off Date Balance of that Mortgage Loan. In the case of a Mortgage Loan that is part of a Whole Loan, unless otherwise indicated, such debt yield was calculated based on the aggregate principal balance of such Mortgage Loan and the related Pari Passu Companion Loan(s) as of the Cut-off Date (and, for the avoidance of doubt, without regard to any related Subordinate Companion Loan).

“Underwritten Revenues” or “U/W Revenues” with respect to any Mortgage Loan means the gross potential rent (in certain cases, inclusive of rents under master leases with an affiliate of the borrower that relate to space not used or occupied by the master lease tenant, or, in the case of a hotel property, room rent, food and beverage revenues and other hotel property income), subject to the assumptions and subjective judgments of each mortgage loan seller as described under the definition of “Underwritten Net Operating Income” above.

“Units”, “Rooms” or “Beds” means (a) in the case of a Mortgaged Property operated as multifamily housing, or as residential cooperative properties, the number of apartments, regardless of the size of or number of rooms in such apartment, (b) in the case of a Mortgaged Property operated as a hotel property, the number of guest rooms or (c) in the case of certain Mortgaged Properties operated as multifamily housing properties, the number of beds.

“Weighted Average Mortgage Rate” means the weighted average of the Mortgage Rates as of the Cut-off Date.

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You should review the footnotes to Annex A-1 in this prospectus for information regarding certain other loan-specific adjustments regarding the calculation of debt service coverage ratio information, loan-to-value ratio information, debt yield information and/or loan per net rentable square foot or unit with respect to certain of the Mortgage Loans.

Except as otherwise specifically stated, the Cut-off Date LTV Ratio, Underwritten Debt Service Coverage Ratio, LTV Ratio at Maturity or ARD, Underwritten NCF Debt Yield, Underwritten NOI Debt Yield and loan per net rentable square foot or unit statistics with respect to each Mortgage Loan are calculated and presented without regard to any indebtedness other than the Mortgage Loan and Pari Passu Companion Loan, whether or not secured by the related Mortgaged Property, ownership interests in the related borrower or otherwise, that currently exists or that may be incurred by the related borrower or its owners in the future.

References to “weighted averages” of the Mortgage Loans in the Mortgage Pool or any particular sub-group of the mortgage loans are references to averages weighted on the basis of the Cut-off Date Balances of the subject Mortgage Loans.

If we present a debt rating for some tenants and not others in the tables, you should assume that the other tenants are not rated and/or have below-investment grade ratings. If a tenant has a rated parent or affiliate, we present the rating of that parent or affiliate, notwithstanding that the parent or affiliate may itself have no obligations under the lease. Presentation of a rating opposite a tenant should not be construed as a statement that the relevant tenant will perform or be able to perform its obligations.

The sum in any column of any of the tables in Annex A-2 may not equal the indicated total due to rounding.

Historical information presented in this prospectus, including information in Annexes A-1 and A-3, is derived from audited and/or unaudited financial statements provided by the borrowers. In each case, the historical information is taken from the same source with respect to a Mortgage Loan and subject to the same adjustments and considerations as described above with respect to the 15 largest Mortgage Loans under the definition of “Cash Flow Analysis”.

Certain Characteristics of Mortgage Loans Secured by Residential Cooperatives

With respect to any Mortgage Loans secured by residential cooperative properties that are sold to the Trust by National Cooperative Bank, N.A. or Morgan Stanley Mortgage Capital Holdings LLC, due to attributes particular to residential housing cooperatives, certain information presented in this prospectus and in Annex A-1 differs from that presented for other Mortgage Loans included in the Trust. Several of these differences are particularly relevant to your consideration of an investment in the Offered Certificates.

In particular, the manner in which loan-to-value ratios, debt service coverage ratios and debt yields are calculated for Mortgage Loans secured by residential cooperative properties sold to the Trust by National Cooperative Bank, N.A., or Morgan Stanley Mortgage Capital Holdings LLC differs from the manner in which such calculations are made for other Mortgage Loans included in the Trust.

For example, the appraised value of such a residential cooperative property used for purposes of determining the loan-to-value ratio for the related Mortgage Loan as of any date is the value estimate reflected in an appraisal of such residential cooperative property determined as if such residential cooperative property is operated as a residential

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cooperative and, in general, such value equals the sum of (i) the gross share value of all cooperative units in such residential cooperative property (applying a discount for units that are subject to existing rent regulated or rent-controlled rental tenants as and if deemed appropriate by the appraiser), based in part on various comparable sales of cooperative apartment units in the market, plus (ii) the amount of the underlying debt encumbering such residential cooperative property. This value, based upon the most recent appraisal as of the Cut-off Date, is reflected as the “Appraised Value” of a residential cooperative property on Annex A-1. With respect to limited equity cooperatives (i.e., housing cooperatives in which eligible members purchase shares at below market prices and are subject to restrictions on the sale price for which units may be re-sold), the gross share value referenced above in this paragraph is calculated without regard to any applicable sale price restrictions. The comparable sales considered in the appraisers’ estimates of gross share values may have occurred at properties where the cooperative entity’s underlying mortgage debt per cooperative unit was substantially more or less than that at the applicable Mortgaged Property. The appraisers generally made no adjustments to comparable sales statistics to account for any such differences, although monthly unit maintenance obligations may have been considered. Such “Appraised Value” does not constitute a market value, and should not be considered to be the value that would be realized following a foreclosure of a Mortgage Loan secured by a residential cooperative property. Upon a foreclosure of a Mortgage Loan secured by a residential cooperative property, it is likely that the operation of such Mortgaged Property as a residential cooperative property would terminate, and it is likely that the Mortgaged Property would be operated and sold as a multifamily rental property. A residential cooperative property is also valued as a multifamily rental property to determine a “Coop-Rental Value” as set forth on Annex A-1. The value of a residential cooperative property as a multifamily rental property is the value estimate reflected in an appraisal of such residential cooperative property and, in general, is derived by applying an appropriate capitalization rate (as determined by the appraiser) to the Underwritten Net Cash Flow for such residential cooperative property. In certain instances, the appraiser may have made adjustments to increase or decrease such capitalized value as deemed appropriate by the appraiser (for example, the appraiser may have reduced such capitalized value to reflect the cost of completing material deferred maintenance or may have increased such capitalized value to reflect the existence of certain tax abatements or incentives). Certain of the cooperative Mortgaged Properties have a substantial number of units that are owned by the related coop sponsor, and leased by it to rental tenants, which units are currently subject to rent control, stabilization and tenants’ rights laws and are expected to continue to be subject to such laws following a foreclosure, and accordingly the rental income that can be expected to be earned from such units (and any other units that are or become subject to such laws) will be limited by the provisions of such laws. In addition, to the extent that other units at a cooperative Mortgaged Property were subject to rent control or rent stabilization laws prior to the conversion to a cooperative (which is likely to be the case if sponsor units are subject to such laws), if the related cooperative Mortgage Loan were to be foreclosed, such units would again be subject to rent control or rent stabilization laws. However, the “Coop Rental Value” Appraised Values of the cooperative Mortgaged Properties assume that if the Mortgaged Property were operated as a multifamily rental property all units (other than, in some cases, sponsor units that are subject to rent control or stabilization laws) will be rented at market rates.

In addition, for purposes of determining the debt service coverage ratio and debt yield for a Mortgage Loan secured by a residential cooperative property and for the purpose of determining the value of a residential cooperative property as a multifamily rental property, the “U/W Net Cash Flow” or “U/W NCF” for a residential cooperative property and the “U/W Net Operating Income” or “U/W NOI” for a residential cooperative property, in each case as

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set forth on Annex A-1, is the projected operating income of such residential cooperative property as set forth in the appraisal assuming such property is operated as a rental property with rents and other income set at prevailing market rates (but taking into account the presence of existing rent regulated or rent-controlled rental tenants), reduced by underwritten property operating expenses and a market-rate vacancy assumption and, in the case of “U/W Net Cash Flow” or “U/W NCF”, further reduced by projected replacement reserves for capital expenditures, in each case as determined by the appraiser. Accordingly, U/W Revenues, U/W Expenses, U/W Net Operating Income, U/W Replacement and U/W Net Cash Flow, in each case as set forth on Annex A-1, are derived from the appraisal. However, the projected rental income used in such determinations may differ materially from the scheduled monthly maintenance payments from the tenant-stockholders upon which residential cooperatives depend.

The loan-to-value ratios, debt service coverage ratios and debt yields presented herein with respect to Mortgage Loans secured by residential cooperative properties may differ from the loan-to-value ratios, debt service coverage ratios and debt yields that would have been determined for such Mortgage Loans secured by residential cooperative properties had a different methodology (including the methodology used for calculating such values with respect to the other Mortgage Loans sold to the depositor) been used.

With respect to information presented in Annex A-1 with respect to mortgage loans secured by residential cooperative properties that have existing subordinate secured indebtedness in the form of a second priority line of credit (each, a “Subordinate LOC”), (1) the Cut-off Date Subordinate Mortgage Debt Balance indicates the balance of the Subordinate LOC as of August 30, 2017, (2) the Total Mortgage Debt Cut-off Date LTV Ratio and the Total Mortgage Debt UW NOI Debt Yield are calculated assuming that the Subordinate LOC has been fully advanced and the entire amount thereof is outstanding as of the Cut-off Date, (3) the Total Mortgage Debt UW NCF DSCR is calculated assuming (A) that the Subordinate LOC has been fully advanced and the entire amount thereof is outstanding as of the Cut-off Date, (B) that interest on the Subordinate LOC is accruing pursuant to the applicable mortgage loan document (with the applicable interest rate determined using 1-month LIBOR in effect as of August 30, 2017 and giving effect to any applicable interest rate floor) and (C) that, in the case of each Subordinate LOC that has an interest-only period that does not extend through the maturity date of such Subordinate LOC, such initial interest-only period has expired and the related borrower is required to make scheduled principal plus interest payments as set forth in the corresponding promissory note and (4) the Coop – Committed Secondary Debt equals the balance of such Subordinate LOC, based on the full face amount of such Subordinate LOC.

With respect to the Mortgage Loans secured by residential cooperative properties, each related Mortgaged Property is owned by the borrower, which is a cooperative housing corporation. No individual or entity (other than the borrower) has recourse obligations with respect to the loans, including pursuant to any guaranty or environmental indemnity. Accordingly, no information is presented in the column labeled Sponsor in Annex A-1 with respect to the Mortgage Loans secured by residential cooperative properties sold to the depositor by National Cooperative Bank, N.A. or Morgan Stanley Mortgage Capital Holdings, LLC for inclusion in the Trust. In addition, with respect to information presented in Annex A-1 with respect to mortgage loans secured by residential cooperative properties: (1) Coop – Sponsor Units refers to the number of units owned by the original sponsor responsible for the mortgaged property’s conversion into cooperative ownership; such sponsor may rent its units or opt to market them for sale (either individually or as a whole); (2) Coop – Investor Units refers to a bulk number of units owned by a non-tenant investor(s), who can rent or sell the units; (3) Coop – Coop Units refers to the number of units owned by the borrower,

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which is a cooperative corporation; In this capacity, the cooperative may manage its units as an investor would or use the units for the benefit of its cooperative members; (4) Coop – Unsold Percent refers to the ratio of the total number of units collectively owned by the original sponsor, a non-tenant investor or the cooperative corporation to the number of units with shares allocated; and (5) Coop – Sponsor/Investor Carry is the sponsor’s or the investor’s net cash flow calculated by subtracting maintenance charges on the sponsor or investor owned units from the actual rents payable on such units, to the extent available.

In addition, due to the specialized nature of residential housing cooperatives, certain information presented in and shown on Annex A-1 with respect to Mortgage Loans (other than such Mortgage Loans secured by residential cooperative properties) is not presented on Annex A-1 with respect to the Mortgage Loans secured by residential cooperative properties sold to the depositor by National Cooperative Bank, N.A. and Morgan Stanley Mortgage Capital Holdings, LLC for inclusion in the Trust. For example, since residential cooperatives are not-for-profit entities that generally set maintenance fees to cover current expenses and plan for future capital needs and a residential cooperative is generally able to increase or decrease maintenance fees according to its anticipated expenses and level of cash reserves, historical Net Operating Income figures for residential cooperative properties are generally not representative of the cash flow generated by the property if it were operated as a multifamily rental property. Accordingly, the Most Recent NOI, Second Most Recent NOI, Third Most Recent NOI, and the related fields shown on Annex A-1 for the Mortgage Loans secured by residential cooperative properties are not presented on Annex A-1 with respect to the Mortgage Loans secured by residential cooperative properties sold to the depositor by National Cooperative Bank, N.A. and Morgan Stanley Mortgage Capital Holdings, LLC for inclusion in the Trust.

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Mortgage Pool Characteristics

Overview

Cut-off Date Mortgage Loan Characteristics

	All Mortgage Loans
Initial Pool Balance(1)	$1,213,814,926
Number of Mortgage Loans	65
Number of Mortgaged Properties	83
Number of crossed loans	0
Crossed loans as a percentage	0.0%
Range of Cut-off Date Balances	$800,000 to $111,900,000
Average Cut-off Date Balance	$18,674,076
Range of Mortgage Rates	3.288% to 5.117%
Weighted average Mortgage Rate	4.081%
Range of original terms to maturity(2)	60 months to 120 months
Weighted average original term to maturity(2)	117 months
Range of remaining terms to maturity(2)	57 months to 120 months
Weighted average remaining term to maturity(2)	116 months
Range of original amortization terms(3)	240 months to 480 months
Weighted average original amortization term(3)	361 months
Range of remaining amortization terms(3)	239 months to 480 months
Weighted average remaining amortization term(3)	361 months
Range of Cut-off Date LTV Ratios(4)(5)(6)	2.1% to 74.0%
Weighted average Cut-off Date LTV Ratio(4)(5)(6)	52.1%
Range of LTV Ratios as of the maturity date(2)(4)(5)(6)	2.1% to 65.2%
Weighted average LTV Ratio as of the maturity date(2)(4)(5)(6)	47.5%
Range of U/W NCF DSCRs(5)(6)(7)	1.35x to 38.34x
Weighted average U/W NCF DSCR(5)(6)(7)	2.93x
Range of U/W NOI Debt Yields(5)(6)	7.8% to 142.1%
Weighted average U/W NOI Debt Yield(5)(6)	13.8%
Percentage of Initial Pool Balance consisting of:
Interest-only, Balloon	40.2%
Amortizing Balloon	27.5%
Interest-only, Amortizing Balloon	23.2%
Interest-only, ARD	9.1%

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

⁽²⁾ With respect to the Mortgage Loan with an Anticipated Repayment Date, secured by the Mortgaged Property identified on Annex A-1 to this prospectus as 222 Second Street representing approximately 9.1% of the Initial Pool Balance, calculated as of the related Anticipated Repayment Date.

⁽³⁾ Excludes twenty-three (23) Mortgage Loans secured by the Mortgaged Properties identified on Annex A-1 to this prospectus as General Motors Building, 222 Second Street, University Center Chicago, Westin Building Exchange, The Churchill, Overlook at King of Prussia, Moffett Place B4, First Stamford Place, Montfort Valley, 8532 Melrose Avenue, Chateau Estates, StorQuest - Oakland San Pablo, Kohl’s Ground Lease, 38-50 West 9th Street Corp., StorQuest – Lafayette, Extra Space Storage – Lodi, StorQuest – Tallahassee, Placerville Self Storage, CVS Retail Plaza, StorQuest - Glendale AZ, Riverbank South Owners Corp. a/k/a River Bank South Owners Corp., Seventy-Eight Tenants Corporation and 230 Central Avenue Owners Corp., representing approximately 51.9% of the Initial Pool Balance by allocated loan amount, that are interest-only for the entire term or until the anticipated repayment date, as applicable, or in the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Moffett Place B4, paying principal as set forth on Annex A-4 to this prospectus.

⁽⁴⁾ With respect to the Mortgaged Properties identified on Annex A-1 to this prospectus as Raleigh Marriott City Center, Moffett Place B4 and 8532 Melrose Avenue, securing approximately 6.9% of the Initial Pool Balance, the subject LTV Ratio was calculated based upon a hypothetical valuation other than an “as-is” value of the related Mortgaged Property. The remaining Mortgage Loans were calculated using “as-is” values as described under “Description of the Mortgage Pool—Certain Calculations and Definitions” in this prospectus. In addition, with respect to the portfolio of Mortgaged Properties identified on Annex A-1 to this prospectus as Corporate Woods Portfolio, securing approximately 5.8% of the Initial Pool Balance, the subject LTV Ratio is based on an appraised value which constitutes a “portfolio” value that assigns a 1.2% premium to the value of the mortgaged properties as a whole, which value exceeds the sum of their individual appraised values. For further information, see Annex A-1 to this prospectus. See also “Risk Factors—Risks Relating to the Mortgage

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Loans—Appraisals May Not Reflect Current or Future Market Value of Each Property” and “Description of the Mortgage Pool—Appraised Value” in this prospectus.

⁽⁵⁾ In the case of ten (10) Mortgage Loans secured by the Mortgaged Properties identified on Annex A-1 to this prospectus as General Motors Building, 222 Second Street, University Center Chicago, Corporate Woods Portfolio, Westin Building Exchange, Mall of Louisiana, Raleigh Marriott City Center, 411 East Wisconsin, Moffett Place B4 and First Stamford Place, representing approximately 53.0% of the Initial Pool Balance, each of which has one or more pari passu companion loans and/or subordinate companion loans that are not included in the issuing entity, the debt service coverage ratios, loan-to-value ratios and debt yields have been calculated including the related pari passu companion loan(s) but excluding any related subordinate companion loan. With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as General Motors Building, representing approximately 9.2% of the Initial Pool Balance, the related loan-to-value ratio as of the cut-off date, underwritten net cash flow debt service coverage ratio and underwritten net operating income debt yield calculated to include the related subordinate companion loans are 47.9%, 2.77x and 9.9x, respectively.

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

⁽⁷⁾ Debt Service Coverage Ratios (such as, for example, U/W NCF DSCRs or U/W NOI DSCRs) are calculated based on “Annual Debt Service”, as defined under “Description of the Mortgage Pool—Certain Calculations and Definitions—Definitions”.

The issuing entity will include three (3) Mortgage Loans, representing approximately 6.2% of the Initial Pool Balance, that represent the obligations of multiple borrowers that are liable on a joint and several basis for the repayment of the entire indebtedness evidenced by the related Mortgage Loan.

See also “—Certain Calculations and Definitions” above for important general and specific information regarding the manner of calculation of the underwritten debt service coverage ratios and loan-to-value ratios. See also “—Certain Terms of the Mortgage Loans” below for important information relating to certain payment and other terms of the Mortgage Loans.

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Property Types

The table below shows the property type concentrations of the Mortgaged Properties:

Property Type Distribution⁽¹⁾

Property Type	Number of Mortgaged Properties	Aggregate Cut-off Date Balance	Approx. % of Initial Pool Balance
Office	19	$273,297,589	22.5	%
CBD	3	172,500,000	14.2
Suburban	16	100,797,589	8.3
Multifamily	25	$269,587,776	22.2	%
Cooperative	19	114,727,201	9.5
Student Housing	1	85,600,000	7.1
Garden	5	69,260,575	5.7
Retail	21	$267,292,620	22.0	%
Anchored	10	148,343,462	12.2
Super Regional Mall	1	65,000,000	5.4
Unanchored	8	35,340,678	2.9
Single Tenant	1	13,433,003	1.1
Shadow Anchored	1	5,175,478	0.4
Hospitality	5	$151,098,026	12.4	%
Full Service	2	73,422,241	6.0
Select Service	2	40,047,644	3.3
Extended Stay	1	37,628,141	3.1
Mixed Use	2	$123,900,000	10.2	%
Office/Retail	2	123,900,000	10.2
Other	1	$67,500,000	5.6	%
Data Center	1	67,500,000	5.6
Self Storage	9	$56,144,196	4.6	%
Self Storage	9	56,144,196	4.6
Industrial	1	$4,994,718	0.4	%
Warehouse Distribution	1	4,994,718	0.4
Total	83	$1,213,814,926	100.0	%

⁽¹⁾ Because this table presents information relating to Mortgaged Properties and not Mortgage Loans, the information for Mortgage Loans secured by more than one Mortgaged Property is based on allocated loan amounts as set forth in Annex A-1.

Office Properties

In the case of the office properties set forth above, we note the following:

● With respect to the Mortgage Loan secured by the Mortgaged Properties identified on Annex A-1 to this prospectus as Corporate Woods Portfolio, representing approximately 5.8% of the Initial Pool Balance, the Mortgaged Properties consist of 15 office buildings and one retail building in a 29 building corporate office complex. An affiliate of the borrower also owns five other office buildings (as to which approximately 98% of the leases expire within the three years following the loan origination date) in such office complex and adjacent undeveloped land (which may be developed for office use). The office complex also includes additional office buildings owned by a third party. The related Whole Loan documents prohibit the borrower from relocating a major tenant (either PNC Bank National Association or a tenant which, with affiliates, represents more than 7.5% of the total rental income or gross leasable area of the Mortgaged Properties) to any property within a five mile radius of the Mortgaged Properties, or which was released from the lien of such Mortgage Loan, without lender consent. Other tenants may be relocated to such a property if either (i) a lease with at least equivalent payment terms (on an “all in”

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basis), for at least the same term, with a replacement tenant with at least equivalent financial strength is in effect and requires unabated rent payments (or any free rent is escrowed) or (ii) the borrower delivers evidence that the tenant desires to occupy space at the applicable relocation property and no space comparable in size and quality is available at the Mortgaged Properties (or any comparable space has been rejected by the tenant).

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as 411 East Wisconsin, representing approximately 3.1% of the Initial Pool Balance, the Mortgaged Property includes an office building and two parking garages, and parking income represents approximately 13.0% of underwritten effective gross income. The parking garages may be released from the lien of the Mortgage Loan upon a prepayment of the Mortgage Loan in the amount of the related release price as described under "—Certain Terms of the Mortgage Loan-Partial Releases."

See “Risk Factors—Office Properties Have Special Risks” and “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses”.

Multifamily Properties

In the case of the multifamily properties set forth in the above chart, we note the following:

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as University Center Chicago, representing approximately 7.1% of the Initial Pool Balance, the Mortgaged Property is a student housing property with master lease or occupancy agreements with five Chicago-area colleges. Student occupancy typically commences with the academic year that usually begins in September of each year. The loan documents require that a seasonality reserve be funded on an ongoing basis to account for student housing rental payments that occur principally during the academic year (typically nine months).

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as The Churchill, representing approximately 4.0% of the Initial Pool Balance, as to which the related Mortgaged Property is a 587 unit residential cooperative, as of July 21, 2017, approximately 64 units were owned by the co-op sponsor with respect to the Mortgaged Property and leased under rent stabilized leases. As of July 2017, the aggregate rent for co-op sponsor owned units was $1,254,500 and the aggregate maintenance on such units was $1,357,500, reflecting a net annual shortfall of approximately $103,000. In addition, prior to conversion of the Mortgaged Property to a cooperative, substantially all of the units at the Mortgaged Property were rent stabilized. The rent stabilization requirements that apply to the sponsor units and that applied to all units that were rent stabilized prior to the coop conversion would apply again to all of such units after foreclosure if the lender were to foreclose on the Mortgaged Property and to operate it as a multifamily rental property See “Risk Factors—Risks Relating to the Mortgage Loans—Residential Cooperative Properties Have Special Risks.”

In addition, as of May 3, 2017 approximately 144 tenant owned units at the Mortgaged Property identified on Annex A-1 to this prospectus as The Churchill were subleased by the owners of such units.

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● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Sundance West Apartments, representing approximately 1.5% of the Initial Pool Balance, such Mortgaged Property relies in part on subsidies under the Section 8 Tenant-Based Assistance Rental Certificate Program of the U.S. Department of Housing and Urban Development or a similar state-run program. As of July 2017, there were approximately 13 Section 8 units out of the 348 units at the Mortgaged Property.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Artisan Cove, representing approximately 1.4% of the Initial Pool Balance, such Mortgaged Property consists of two phases of development. Phase one was completed in 2014 with 24 units and phase two was completed in 2016 with an additional 27 units. The related borrower sponsor is planning to begin development of a third phase in 2017. The 19 units in phase three are expected to open in late 2018 and will not be collateral for the Mortgage Loan. The related Mortgage Loan documents include anti-poaching language, such that the lender’s consent is required to relocate tenants from the Mortgaged Property to units in phase three.

In addition, the Mortgaged Property is a live-work multifamily community, with each unit set up as a two-story loft featuring an open space on the ground floor (the “work area”) and a second floor with bedrooms, kitchens and full bathrooms (the “live area”). Each resident has the ability, but is not required, to operate a business on the ground floor. The unique live-work orientation of the Mortgaged Property may not appeal to traditional multifamily residents and may limit the pool of prospective tenants.

● With respect to the Mortgage Loan identified on Annex A-1 to this prospectus as Montfort Valley, representing approximately 1.2% of the Initial Pool Balance, an affiliate of the borrower owns another multifamily property that is adjacent to the Mortgaged Property

● In addition, certain of the other residential cooperative properties are subject to government rent control regulations which limit the rental payments payable by subtenants of unit owners and which would be applicable to any related Mortgaged Property in whole or in part if the same were operated as a multifamily rental property. See “Risk Factors—Risks Relating to the Mortgage Loans—Residential Cooperative Properties Have Special Risks”.

See “Risk Factors—Risks Relating to the Mortgage Loans—Multifamily Properties Have Special Risks”. See also representation and warranty no. 8 in Annex D-1 and the exceptions thereto in Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D-1).

Retail Properties

In the case of the retail properties set forth in the above chart, we note the following:

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Metro Towne Center, representing approximately 1.6% of the Initial Pool Balance, the Mortgaged Property is located along the outer ring of an under-performing Class C Mall within a 2500 acre site that was declared blighted by the City of Phoenix in 2013. A redevelopment plan for the area was approved by the Phoenix City Council in March 2014. There are four other retail

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properties in the immediate vicinity of the Mortgaged Property, three of which have vacant anchor spaces, and various retail projects under construction or planning in the area, including a Walmart Supercenter expected to open in October 2017. We cannot assure you that the opening of these retail properties will not have a material impact on the performance of the Mortgage Loan.

● With respect to the Mortgaged Property identified on Annex A-1 to this prospectus as County Line Crossing, representing approximately 0.4% of the Initial Pool Balance, Kroger Supermarket, a shadow-anchor, occupied an adjacent non-collateral 65,000 square foot box until 2015, when it moved across the street to operate its larger format Kroger Marketplace. The former Kroger-owned space is scheduled to be sold to a new owner in September 2017 and a lease for that space has been executed by Weekend's Only furniture store.

See “Risk Factors—Risks Relating to the Mortgage Loans—Retail Properties Have Special Risks”, and “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” in this prospectus, and “—Specialty Use Concentrations” below.

Hospitality Properties

In the case of the hospitality properties set forth in the above chart, we note the following:

● All such hospitality properties are flagged hotel properties that are affiliated with a franchise or hotel management company through a franchise or management agreement.

● With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A-1 to this prospectus as Redondo Beach Hotel Portfolio, representing approximately 5.3% of the Initial Pool Balance by allocated loan amount, a 184-room Homewood Suites, a sister property to the Mortgaged Properties identified on Annex A-1 to this prospectus as Hilton Garden Inn Redondo Beach and Residence Inn by Marriott Redondo Beach, opened adjacent to the Mortgaged Property in May 2017 and is directly competitive with the Residence Inn by Marriott Redondo Beach Mortgaged Property. The borrower sponsor with respect to such Mortgage Loan developed and owns such competing property. In addition, a 152-room Cambria Suites opened in May 2017, which is directly competitive with the Mortgaged Property identified on Annex A-1 to this prospectus as Hilton Garden Inn Redondo Beach.

● With respect to the Mortgaged Property identified on Annex A-1 to this prospectus as Raleigh Marriott City Center, representing approximately 3.1% of the Initial Pool Balance, 30.8% of the underwritten revenues are comprised of food and beverage revenue.

For a description of scheduled PIPs with respect to certain Mortgaged Properties, see "—Redevelopment, Renovation and Expansion”.

The following table shows the breakdown of each Mortgaged Property associated with a hotel brand through a license agreement, franchise agreement, operating agreement or management agreement.

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Mortgaged Property Name	Mortgage Loan Cut-off Date Balance	Approx. % of Initial Pool Balance by Allocated Loan Amount	Expiration/Termination of Related License/ Franchise Agreement, Operating Agreement or Management Agreement	Maturity Date of the Related Mortgage Loan
Hilton Garden Inn Redondo Beach	$26,371,859	2.2%	2/28/2034	9/1/2027
Residence Inn by Marriott Redondo Beach	$37,628,141	3.1%	5/1/2034	9/1/2027
Raleigh Marriott City Center	$38,000,000	3.1%	7/31/2038	6/1/2022
Jacksonville - Doubletree	$35,422,241	2.9%	9/30/2025	7/11/2024
HGI Memphis Wolfchase Galleria	$13,675,785	1.1%	2/28/2035	7/11/2027

See “Risk Factors—Risks Relating to the Mortgage Loans—Hotel Properties Have Special Risks”, “—Risks Relating to Affiliation with a Franchise or Hotel Management Company” and “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” in this prospectus, and “—Specialty Use Concentrations” below.

Mixed Use Properties

With respect to the mixed use properties set forth in the above chart, we note the following:

● Each such mixed use Mortgaged Property has one or more retail and/or office components. See “Risk Factors-Risks Relating to the Mortgage Loans—Retail Properties Have Special Risks”, “—Multifamily Properties Have Special Risks”, “—Office Properties Have Special Risks”, and “—Data Center Properties Have Special Risks”, as applicable.

Certain of the mixed use Mortgaged Properties may have specialty uses. See “—Specialty Use Concentrations” below.

See “Risk Factors-Risks Relating to the Mortgage Loans—Mixed Use Properties Have Special Risks” and “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses”.

Data Center Properties

In the case of the data center properties set forth in the above chart, see “Risk Factors—Risks Relating to the Mortgage Loans—Data Center Properties Have Special Risks”, and “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” in this prospectus, and “—Specialty Use Concentrations” below.

With respect to the Mortgaged Property identified on Annex A-1 to this prospectus as Westin Building Exchange, representing approximately 5.6% of the Initial Pool Balance, the Mortgaged Property is comprised of a number of different uses, including 159,413 square feet of data center space (39.7% of net rentable area; 46.9% of underwritten base rent), followed by 121,849 square feet of office space (30.3% of net rentable area; 12.9% of underwritten base rent), 76,703 square feet of colocation/telecommunication space (19.1% of net rentable area; 39.9% of underwritten base rent) and 43,579 square feet attributed to building facilities, retail and storage space (10.9% of net rentable area; 0.3% of underwritten base rent).

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Industrial Properties

In the case of the industrial properties set forth above, see “Risk Factors—Industrial Properties Have Special Risks” and “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses”.

In the case of the industrial properties set forth in the above chart, we note the following:

● With respect to the Mortgaged Property identified on Annex A-1 to this prospectus as Fresenius Distribution Center SC, representing approximately 0.4% of the Initial Pool Balance, the improvements were built to suit the sole tenant, Fresenius USA Manufacturing, Inc. The facility was designed to meet the specifications of the tenant, such as including an on-site pharmacy, air rotation and cooling, racking layout and lighting, and a custom office building and training room. Accordingly, such Mortgaged Property may not be easily converted to an alternate use.

Specialty Use Concentrations

Certain Mortgaged Properties have one of the 5 largest tenants by net rentable area that operates its space as a specialty use that may not allow the space to be readily converted to be suitable for another type of tenant, as set forth in the following table.

Specialty Use	Number of Mortgaged Properties	Approx. % of Initial Pool Balance (by allocated loan amount)
Restaurant(1)	17	12.6%
Student Housing(2)	1	7.1%
Theater/entertainment facility(3)	2	8.7%
Data Center(4)	1	5.6%
Medical i.e., medical, dental, physical therapy or veterinary offices or clinics, outpatient facilities, research or diagnostic laboratories or health management services and/or health professional schools(5)	3	0.6%
Grocery(6)	4	2.4%
Gym, fitness center or a health club(7)	1	3.1%
Bank branch(8)	3	3.1%
School/Educational facility(9)	1	0.6%

⁽¹⁾ Includes the Mortgaged Properties identified on Annex A-1 to this prospectus as Corporate Woods-Building 65, Overlook at King of Prussia, Village at San Jacinto, 8532 Melrose Avenue, Kohl’s – Scottsdale, French Quarter, Lakeside Village Shopping Center, Gresham Plaza, Edgewater Place, CVS Retail Plaza, County Line Crossing, Englewood Village, Irwindale Commerce Center, Texas Retail Portfolio - Valley Ranch, Texas Retail Portfolio - Crossroads Center, Texas Retail Portfolio - Green Oaks Center and Shops at Carson. Excludes any hotel properties that may have a restaurant on-site.

⁽²⁾ Includes the Mortgaged Property identified on Annex A-1 to this prospectus as University Center Chicago.

⁽³⁾ Includes the Mortgaged Properties identified on Annex A-1 to this prospectus as Mall of Louisiana and Overlook at King of Prussia.

⁽⁴⁾ Includes the Mortgaged Property identified on Annex A-1 to this prospectus as Westin Building Exchange.

⁽⁵⁾ Includes the Mortgaged Properties identified on Annex A-1 to this prospectus as Corporate Woods - Building 14, Corporate Woods - Building 9, Village at San Jacinto and Texas Retail Portfolio - Crossroads Center.

⁽⁶⁾ Includes the Mortgaged Properties identified on Annex A-1 to this prospectus as Village at San Jacinto, Gresham Plaza, CVS Retail Plaza, Saline Shopping Center and Texas Retail Portfolio - Valley Ranch.

⁽⁷⁾ Includes the Mortgaged Properties identified on Annex A-1 to this prospectus as 411 East Wisconsin.

⁽⁸⁾ Includes the Mortgaged Properties identified on Annex A-1 to this prospectus as Village at San Jacinto, Lakeside Village Shopping Center and Irwindale Commerce Center.

⁽⁹⁾ Includes the Mortgaged Property identified on Annex A-1 to this prospectus as Edgewater Place.

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With respect to the Mortgage Loans secured by the Mortgaged Properties identified on Annex A-1 to this prospectus as Lakeside Village Shopping Center, Saline Shopping Center, Texas Retail Portfolio - Valley Ranch and Texas Retail Portfolio - Green Oaks Center, representing approximately 1.4% of the Initial Pool Balance by allocated loan amount, tenants at each such Mortgaged Property operate a dry cleaners with on-site processing at the respective Mortgaged Property.

With respect to the Mortgage Loans secured by residential cooperative properties, information regarding the 5 largest tenants has not been reflected on Annex A-1 or in the chart above. Notwithstanding the exclusion of the residential cooperative properties from the figures presented in the chart above or its corresponding footnotes, certain residential cooperative properties are heavily dependent on income from commercial tenancies and may, in certain instances, have space that is devoted to specialty uses. These uses may include, without limitation, dental or medical offices or clinics, data centers, restaurants, and/or parking garages. The specialty use spaces may not be readily convertible (or convertible at all) to alternative uses if those uses were to become unprofitable, or if the spaces were to become vacant, for any reason. See “Risk Factors—Risks Relating to the Mortgage Loans—Residential Cooperatives Properties Have Special Risks”.

See “Risk Factors—Risks Relating to the Mortgage Loans—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” and “—Adverse Environmental Conditions at or Near Mortgaged Properties May Result in Losses”.

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The following table shows certain information regarding the 15 largest Mortgage Loans by Cut-off Date Balance:

Mortgage Loan Concentrations

Top Fifteen Mortgage Loans

Loan Name	Mortgage Loan Cut-off Date Balance	Approx. % of Initial Pool Balance	Loan per Unit(1)	U/W NCF DSCR(1)(2)	Cut-off Date LTV Ratio(1)(2)	Property Type
General Motors Building	$111,900,000	9.2%	$739	4.33x	30.6%	Mixed Use
222 Second Street	$110,000,000	9.1%	$644	1.84x	56.5%	Office
University Center Chicago	$85,600,000	7.1%	$69,630	2.69x	59.3%	Multifamily
Corporate Woods Portfolio	$70,625,000	5.8%	$109	1.48x	74.0%	Various
Westin Building Exchange	$67,500,000	5.6%	$336	7.20x	26.6%	Other
Mall of Louisiana	$65,000,000	5.4%	$418	1.85x	57.0%	Retail
Redondo Beach Hotel Portfolio	$64,000,000	5.3%	$200,627	1.58x	64.3%	Hospitality
The Churchill	$49,000,000	4.0%	$83,475	6.17x	9.5%	Multifamily
Overlook at King of Prussia	$40,800,000	3.4%	$210	2.99x	52.8%	Retail
Raleigh Marriott City Center	$38,000,000	3.1%	$170,000	1.91x	63.0%	Hospitality
411 East Wisconsin	$37,500,000	3.1%	$138	1.46x	70.4%	Office
Jacksonville - Doubletree	$35,422,241	2.9%	$120,895	1.82x	64.9%	Hospitality
Moffett Place B4	$31,750,000	2.6%	$404	2.29x	41.0%	Office
Lewis Crossing	$29,962,704	2.5%	$136	1.39x	66.7%	Retail
First Stamford Place	$25,000,000	2.1%	$202	2.71x	57.5%	Office
Top 3 Total/Weighted Average	$307,500,000	25.3%		2.98x	47.9%
Top 5 Total/Weighted Average	$445,625,000	36.7%		3.38x	48.8%
Top 15 Total/Weighted Average	$862,059,945	71.0%		2.93x	51.3%

⁽¹⁾ In the case of each of the Mortgage Loans that is part of a Whole Loan, the calculation of the Loan per Unit, U/W NCF DSCR and Cut-off Date LTV Ratio for each such Mortgage Loan is calculated based on the principal balance, debt service payment and Underwritten Net Cash Flow for the Mortgage Loan included in the issuing entity and the related Pari Passu Companion Loan(s) in the aggregate, but excludes the principal balance and debt service payment of any related Subordinate Companion Loan.

⁽²⁾ The U/W NCF DSCR and Cut-off Date LTV Ratio with respect to the General Motors Building Mortgage Loan based on the combined senior notes and subordinate notes totaling $2,300,000,000 are 2.77x and 47.9%, respectively.

For more information regarding the 15 largest Mortgage Loans and/or loan concentrations and related Mortgaged Properties, see the individual Mortgage Loan and portfolio descriptions in Annex A-3. Other than with respect to the top 15 Mortgage Loans identified in the table above, each of the other Mortgage Loans represents no more than 1.8% of the Initial Pool Balance.

See “Risk Factors—Risks Relating to the Mortgage Loans—Concentrations Based on Property Type, Geography, Related Borrowers and Other Factors May Disproportionately Increase Losses”.

Multi-Property Mortgage Loans and Related Borrower Mortgage Loans

Certain Mortgage Loans set forth in the table below entitled “Multi-Property Mortgage Loans”, representing approximately 11.3% of the Initial Pool Balance are secured by two or more properties. In some cases, however, the amount of the mortgage lien encumbering a particular property or group of those properties may be less than the full amount of indebtedness under the Mortgage Loan, generally to minimize recording tax. In such instances, the mortgage amount may equal a specified percentage (generally ranging from 100% to 150%, inclusive) of the appraised value or allocated loan amount for the particular Mortgaged Property. This would limit the extent to which proceeds from that property

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would be available to offset declines in value of the other Mortgaged Properties securing the same Mortgage Loan.

The table below shows each individual Mortgage Loan that is secured by two or more Mortgaged Properties.

Multi-Property Mortgage Loans⁽¹⁾⁽²⁾

Mortgage Loan/Property Portfolio Names	Multi-Property Loan	Aggregate Cut-off Date Balance	Approx. % of Initial Pool Balance
Corporate Woods Portfolio	Multi-Property	$70,625,000	5.8%
Redondo Beach Hotel Portfolio	Multi-Property	64,000,000	5.3
Texas Retail Portfolio	Multi-Property	2,620,000	0.2
Total		$137,245,000	11.3%

⁽¹⁾ Total may not equal the sum of such amounts listed due to rounding.

⁽²⁾ The Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as 411 East Wisconsin, representing approximately 3.1% of the Initial Pool Balance, is not being presented on Annex A-1 as a multi-property loan. The Mortgage Loan, however, has a release parcel comprised of two parking garages.

In some cases, an individual Mortgaged Property may be comprised of two or more parcels that may not be contiguous or may be owned by separate borrowers. For example:

● With respect to the Mortgaged Properties identified on Annex A-1 as Mall of Louisiana, securing approximately 5.4% of the Initial Pool Balance by allocated loan amount, each related Mortgaged Property is comprised of two separate parcels, which are non-contiguous and/or each of which is owned by a separate borrower.

Two (2) groups of Mortgage Loans, set forth in the table below entitled “Related Borrower Loans”, representing approximately 4.7% of the Initial Pool Balance, are not cross-collateralized but have borrower sponsors related to each other, but no group of Mortgage Loans having borrower sponsors that are related to each other represents more than approximately 2.4% of the Initial Pool Balance. See “Risk Factors—Risks Relating to the Mortgage Loans—Concentrations Based on Property Type, Geography, Related Borrowers and Other Factors May Disproportionately Increase Losses” in addition to Annex A-1 and the related footnotes.

The following table shows each group of Mortgage Loans having borrowers that are related to each other.

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Related Borrower Loans ⁽¹⁾

Mortgage Loan/Mortgaged Property Portfolio Names	Number of Mortgaged Properties	Aggregate Cut-off Date Balance		Approx. % of Initial Pool Balance
Group 1:
StorQuest - Oakland San Pablo	1	$	12,250,000		1.0	%
StorQuest - Lafayette	1		6,250,000		0.5
StorQuest - Tallahassee	1		6,000,000		0.5
StorQuest - Glendale AZ	1		4,100,000		0.3
Total for Group 1:	4		$28,600,000		2.4	%
Group 2(2):
Montfort Valley	1		$14,625,000		1.2	%
Chateau Estates	1		13,880,000		1.1
Total for Group 2:	2		$28,505,000		2.3	%

⁽¹⁾ Totals may not equal the sum of such amounts listed due to rounding.

⁽²⁾ One of the two non-recourse carveout guarantors for the Mortgage Loan identified on Annex A-1 to this prospectus as Montfort Valley is also the non-recourse carveout guarantor for the Mortgage Loan identified on Annex A-1 to this prospectus as Chateau Estates.

Mortgage Loans with related borrowers are identified under “Affiliated Sponsor” on Annex A-1. See “Risk Factors—Risks Relating to the Mortgage Loans—Concentrations Based on Property Type, Geography, Related Borrowers and Other Factors May Disproportionately Increase Losses” in addition to Annex A-1 and the related footnotes.

Geographic Concentrations

The table below shows the states that have concentrations of Mortgaged Properties that secure 5.0% or more of the Initial Pool Balance:

Geographic Distribution⁽¹⁾

State	Number of Mortgaged Properties		Aggregate Cut-off Date Balance	% of Initial Pool Balance
California		14	$307,843,266		25.4	%
New York		19	$217,102,841		17.9	%
Illinois		1	$85,600,000		7.1	%
Kansas		16	$70,625,000		5.8	%
Washington		1	$67,500,000		5.6	%
Louisiana		1	$65,000,000		5.4	%

⁽¹⁾ Because this table presents information relating to Mortgaged Properties and not the Mortgage Loans, the information for any Mortgaged Property that is one of multiple Mortgaged Properties securing a particular Mortgage Loan is based on an allocated loan amount as stated in Annex A-2.

The remaining Mortgaged Properties are located throughout 16 other states, with no more than 4.0% of the Initial Pool Balance by allocated loan amount secured by Mortgaged Properties located in any such jurisdiction.

In addition, with respect to the Mortgaged Properties in the Mortgage Pool, we note the following in respect of their geographic concentration:

● Twenty-four (24) Mortgaged Properties identified on Annex A-1 to this prospectus as General Motors Building, The Churchill, Jacksonville - Doubletree, First Stamford Place, Park Lane South Owners, Inc., Artist Building at 300 Summer Cooperative Corporation, 38 - 50 West 9th Street Corp., StorQuest - Tallahassee, 55 Monroe Boulevard Owners Corp., 2199 Holland Avenue Apartment Corp. F/K/A Powers

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Equities, Inc., West 24th Owners Corp., 590 East 3rd Street Owners Corp., Folly Road Self Storage, 71 Grace Avenue Owners Corp., Riverbank South Owners Corp. a/k/a River Bank South Owners Corp., 100 Randall Avenue Owners Corp., 2680 Apt Inc., 36 Pondfield Road West Owners, Inc., Seventy-Eight Tenants Corporation, 67-40 Yellowstone Blvd. Owners Corp., 230 Central Avenue Owners Corp., Lancaster Owners, Incorporated, 2021 84th St. Owners Corp. and 240 Prospect Pl. Apt. Corp., securing approximately 24.4% of the Initial Pool Balance by allocated loan amount, are each located within the state of Florida or within approximately 25 miles of the coast of the Gulf of Mexico or the Atlantic Ocean, and, therefore, are more susceptible to hurricanes. See representation and warranty nos. 18 and 26 in Annex D-1 and the exceptions thereto on Annex D-2 (subject to the limitations and qualifications set forth in the preamble in Annex D-1).

● Seventeen (17) Mortgaged Properties identified on Annex A-1 to this prospectus as 222 Second Street, Westin Building Exchange, Hilton Garden Inn Redondo Beach, Residence Inn by Marriott Redondo Beach, Moffett Place B4, Village at San Jacinto, Sundance West Apartments, Artisan Cove, 8532 Melrose Avenue, HGI Memphis Wolfchase Galleria, StorQuest - Oakland San Pablo, French Quarter, Kohl’s Ground Lease, Extra Space Storage – Lodi, Placerville Self Storage, Irwindale Commerce Center and Shops at Carson, securing approximately 33.5% of the Initial Pool Balance by allocated loan amount, are located in areas that are considered a high earthquake risk (seismic zones 3 or 4), and seismic reports were prepared with respect to these Mortgaged Properties, and based on those reports, other than as set forth below in the following paragraph, no Mortgaged Property has a seismic expected loss greater than 19.0% (in the aggregate, with respect to Mortgaged Properties comprised of multiple structures).

● With respect to the Mortgaged Property identified on Annex A-1 to this prospectus as StorQuest - Oakland San Pablo, securing approximately 1.0% of the Initial Pool Balance by allocated loan amount, the Mortgaged Property SEL is 29.0%. Seismic Insurance from International Co. of Hannover and Lloyds of London includes coverage up to a $5 million property and business income loss from a seismic event. Per the appraisal, the Mortgaged Property’s land value was concluded $7.7 million. In the event a seismic event causes loss of building, the $5 million policy and land value are expected to be sufficient to cover the mortgage balance of $12.25 million. See “Tenant Issues—Insurance Considerations” below.

Mortgaged Properties with Limited Prior Operating History

Four (4) of the Mortgaged Properties, securing approximately 15.3% of the Initial Pool Balance by allocated loan amount (i) were constructed or the subject of a major renovation that was completed within 12 calendar months prior to the Cut-off Date and, therefore, the related Mortgaged Property has no or limited prior operating history, (ii) have a borrower or an affiliate under the related Mortgage Loan that acquired the related Mortgaged Property within 12 calendar months prior to the Cut-off Date and such borrower or affiliate was unable to provide the related mortgage loan seller with historical financial information for such acquired Mortgaged Property or (iii) are single tenant properties subject to triple net leases with the related tenant where the related borrower did not provide the related mortgage loan seller with historical financial information for the related Mortgaged Property.

See Annex A-3 for more information on the Mortgaged Properties with limited prior operating history relating to the largest 15 Mortgage Loans.

See “Risk Factors—Risks Relating to the Mortgage Loans—Limited Information Causes Uncertainty”.

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Tenancies-in-Common

One (1) Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as US Storage Plano TX, representing approximately 0.6% of the Initial Pool Balance, each have two or more borrowers that own all or a portion of the related Mortgaged Property as tenants-in-common, and the respective tenants-in-common have agreed to a waiver of their rights of partition. “Risk Factors—Risks Relating to the Mortgage Loans—The Borrower’s Form of Entity May Cause Special Risks” and “—Tenancies-in-Common May Hinder Recovery”.

Condominium Interests

Four (4) of the Mortgage Loans secured by Mortgaged Properties identified on Annex A-1 to this prospectus as The Churchill, First Stamford Place, Artist Building at 300 Summer Cooperative Corporation and 240 Prospect Pl. Apt. Corp., representing approximately 6.9%, of the Initial Pool Balance, are secured, in whole or in part, by the related borrower’s interest in one or more units in a condominium. With respect to all such Mortgage Loans, except as set forth below, the borrower generally controls the appointment of a majority of the members and voting of the condominium board or the condominium owners cannot take actions or cause the condominium association to take actions that would affect the borrower’s unit(s) without the borrower’s consent.

See “Risk Factors—Risks Relating to the Mortgage Loans—Condominium Ownership May Limit Use and Improvements”. See also representation and warranty no. 8 in Annex D-1 and the exceptions thereto in Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D-1).

Residential Cooperatives

Nineteen (19) of the Mortgage Loans, collectively representing approximately 9.5% of the Initial Pool Balance, are secured by Mortgaged Properties structured as residential cooperatives. See “Risk Factors—Risks Relating to the Mortgage Loans—Residential Cooperative Properties Have Special Risks” and “—Property Types—Multifamily Properties”.

Fee & Leasehold Estates; Ground Leases

The table below shows the distribution of underlying interests encumbered by the mortgages related to the Mortgaged Properties:

Underlying Estate Distribution⁽¹⁾

Underlying Estate	Number of Mortgaged Properties		Aggregate Cut-off Date Balance	Approx. % of Initial Pool Balance
Fee(2)		79	$1,106,814,926		91.2%
Leasehold		2	64,000,000		5.3
Fee and Leasehold(3)		2	43,000,000		3.5
Total		83	$1,213,814,926		100.0%

⁽¹⁾ Because this table presents information relating to Mortgaged Properties and not Mortgage Loans, the information for Mortgage Loans secured by more than one Mortgaged Property is based on allocated loan amounts as set forth in Annex A-1 to this prospectus.

⁽²⁾ For purposes of this prospectus, an encumbered interest will be characterized as a “fee interest” and not a leasehold interest if (i) the borrower has a fee interest in all or substantially all of the Mortgaged Property (provided that if the borrower has a leasehold interest in any portion of the Mortgaged Property, such portion is not, individually or in the aggregate, material to the use or operation of the Mortgaged Property), or (ii) the Mortgage Loan is secured by the borrower’s leasehold interest in the Mortgaged Property as well as the borrower’s (or other fee owner’s) overlapping fee interest in the related Mortgaged Property.

⁽³⁾ The related Mortgages create a first lien on a combination of fee simple estates and leasehold estates in one or more commercial properties.

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In general except as noted in the exceptions to representation and warranty no. 36 in Annex D-1 indicated on Annex D-2 or otherwise discussed below, and unless the related fee interest is also encumbered by the related Mortgage, each of the ground leases: (i) has a term that extends at least 20 years beyond the maturity date of the Mortgage Loan (taking into account all freely exercisable extension options); and (ii) contains customary mortgagee protection provisions, including notice and cure rights and the right to enter into a new lease with the applicable ground lessor in the event a ground lease is rejected or terminated.

With respect to the Mortgaged Property identified on Annex A-1 to this prospectus as Raleigh Marriott City Center, representing approximately 3.1% of the Initial Pool Balance, the hotel property is subject to a master ground lease between the City of Raleigh, as ground lessor, and the original developer of the hotel, as lessee, which has been assigned to the borrower. The leasehold estate was converted into a leasehold condominium consisting of two units (one unit comprised of a hotel and conference center and another unit comprised of a parking garage). The hotel and conference center unit was further converted to a separate sub-condominium regime consisting of two units (one unit comprised of the hotel and another unit comprised of a conference center unit). The conference center sub-condominium unit, which is owned by the City of Raleigh, has been leased to the borrower for a term ending in February 1, 2039 (less than 20 years after the June 11, 2022 loan maturity); however, the borrower has the right to purchase the conference center unit for $100 upon the expiration of the conference center lease. The latest lease expirations are as follows: (i) master ground lease: July 31, 2107; and (ii) conference center sub-condominium unit lease: February 1, 2039. The Mortgage Loan documents provide for personal liability to the borrower and the guarantor for losses from failure to pay amounts due under the master ground lease and the conference center lease to the extent sufficient revenue is available and for termination of the master ground lease or the conference center lease unless solely the result of a default curable by the payment of money caused solely by insufficient cash flow from the Mortgaged Property or the lender’s election to apply reserve funds specifically allocated for performance under either lease, and for springing recourse to the borrower and the guarantor if the master ground lease or the conference center lease is voluntarily terminated by borrower or the operating lessee without lender’s consent.

With respect to the portfolio of Mortgaged Properties identified on Annex A-1 to this prospectus as Redondo Beach Hotel Portfolio, representing approximately 5.3% of the Initial Pool Balance, the two Mortgaged Properties comprising the portfolio, Hilton Garden Inn Redondo Beach (“HGI”) and Residence Inn by Marriott Redondo Beach (“Residence Inn”), are located on adjacent parcels subject to separate ground leases with Redondo Industrial Park LLC as ground lessor. The ground leases are each dated February 28, 2013 and expire on August 31, 2109. Current annual rents due under the Residence Inn and HGI ground leases are $220,000 and $176,000, respectively, with 10% increases every five years (next occurring in September 2020), and rent resets to 1/12th of 9% of fair market value in September 2045 and September 2080. In addition, the parking serving both hotels is located on a parcel subject to a ground lease with the City of Redondo Beach as ground lessor, which is dated November 30, 2012 and expires August 31, 2109. The ground lease requires a current annual payment of $70,000, with a 10% increase every five years (next occurring in November 2017) and rent resets to 1/12th of 9% of fair market value in November 2047, November 2057, November 2072 and November 2102. The ground lease also requires payment of 1% of the gross receipts from the Residence Inn and HGI in excess of the monthly ground rent, to be renegotiated on the thirty-fifth anniversary of the rent commencement date and on every ten year anniversary of the rent commencement date thereafter.

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Mortgage loans secured by ground leases present certain bankruptcy and foreclosure risks not present with Mortgage Loans secured by fee simple estates. See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Related to Ground Leases and Other Leasehold Interests” and “—Leased Fee Properties Have Special Risks”, “Certain Legal Aspects of Mortgage Loans—Foreclosure” and “Certain Legal Aspects of Mortgage Loans—Foreclosure—Bankruptcy Laws”.

As regards ground leases, see representation No. 36 on Annex D-1 and the exceptions thereto on Annex D-2.

Environmental Considerations

An environmental report was prepared for each Mortgaged Property securing a Mortgage Loan no more than 10 months prior to the Cut-off Date. See Annex A-1 for the date of the environmental report for each Mortgaged Property. The environmental reports were generally prepared pursuant to the American Society for Testing and Materials standard for a “Phase I” environmental site assessment (the “ESA”). In addition to the Phase I standards, some of the environmental reports will include additional research, such as limited sampling for asbestos-containing material, lead-based paint, radon or water damage with limited areas of potential or identified mold, depending on the property use and/or age. Additionally, as needed pursuant to American Society for Testing and Materials standards, supplemental “Phase II” site investigations have been completed for some Mortgaged Properties to further evaluate certain environmental issues, including certain recognized environmental conditions (each, a “REC”). A Phase II investigation generally consists of sampling and/or testing.

See “Risk Factors—Risks Relating to the Mortgage Loans—Adverse Environmental Conditions at or Near Mortgaged Properties May Result In Losses” in this prospectus. See also representation and warranty no. 43 in Annex D-1 and the exceptions thereto in Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D-1).

Described below is certain additional information regarding environmental issues at the Mortgaged Properties securing the Mortgage Loans:

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as 222 Second Street, representing approximately 9.1% of the Initial Pool Balance, only the single purpose entity borrower is liable for environmental indemnification obligations. The Phase I ESA for the Mortgaged Property identified a historical recognized environmental condition at the Mortgaged Property as a result of releases from a gasoline station operated at the site from approximately 1929 to 1974. Following site investigations, all previously contaminated soils were removed from the footprint of the building and subterranean parking levels during development of the Mortgaged Property beginning in 2013. A regulatory closure letter was issued in 2015. The Mortgaged Property is covered against certain environmental matters by a pollution legal liability-type environmental insurance policy issued by Illinois Union Insurance Company, with limits of $25 million per incident and $25 million in the aggregate. Illinois Union Insurance Company has an S&P rating of “AA” and an AM Best rating of “A++XV”. The policy period ends May 31, 2019.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as The Churchill, representing approximately 4.0% of the Initial Pool Balance, the related ESA noted that a 19,000 gallon above ground

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storage tank is located on the Mortgaged Property and that such tank is fully encased in masonry, without any access points or weepholes to allow for leak detection. The environmental consultant stated that there was no obvious evidence of spills, leaks or releases, and that the tank does not constitute a REC but may represent a business environmental risk.

● With respect to the portfolio of Mortgaged Properties identified on Annex A-1 to this prospectus as Redondo Beach Hotel Portfolio, representing approximately 5.3% of the Initial Pool Balance, the Phase I ESAs with respect to both the Hilton Garden Inn Redondo Beach and Residence Inn by Marriott Redondo Beach indicate that a REC exists with respect to both properties as a result of a release of volatile organic compounds (“VOCs”) and petroleum constituents from a LUST at a former aerospace component manufacturing facility (“VOI-SHAN Redondo Beach”) located approximately 748 feet east of the subject property. Groundwater monitoring activities began at such site in 1986 and an active voluntary cleanup program is ongoing. A responsible party has been identified and remedial activities are being conducted under the guidance of the Los Angeles Regional Water Quality Control Board (“RWQCB”). A groundwater monitoring event completed in March 2017 included sampling of monitoring and extraction wells located near the subject property, the results of which did not identify VOC impacts above method detection limits. The RWQCB has no current plans to require further groundwater remediation and at this point is allowing semi-annual monitored natural attenuation of groundwater under a voluntary clean up agreement with the current owners of VOI-SHAN Redondo Beach. The environmental consultant recommends no further action, except that the owner of the Mortgaged Property should allow access to the Mortgaged Property (if needed) so that the responsible party can continue to work toward a “No Further Action” designation.

● With respect to the Mortgaged Property identified on Annex A-1 to this prospectus as Overlook at King of Prussia, representing approximately 3.4% of the Initial Pool Balance, the Phase I ESA identified a REC due to onsite groundwater contamination from an adjacent Lockheed Martin industrial facility. Since Lockheed Martin is the identified responsible party and the contamination is within deep groundwater and being remediated by Lockheed Martin, the ESA made no further recommendations.

● With respect to the Mortgaged Property identified on Annex A-1 to this Prospectus as Jacksonville – Doubletree, representing approximately 2.9% of the Initial Pool Balance, the Phase I ESA identified a REC due to previous shipyard operations affecting parts of the property, including activities related to manufacturing, machine and paint shop operations, tractor service, and gasoline storage tanks. Although regulatory database searches did not indicate prior releases, a Phase II ESA was recommended because of past operations involving petroleum and other hazardous substances prior to regulatory oversite. In lieu of a Phase II ESA, the lender obtained a lender environmental liability policy with a $3 million sublimit per claim from Great American E&S Insurance Company, a member of Great American Insurance Group with a 10-year term (3 years past the loan term) and a $25,000 deductible. The policy premium was pre-paid at organization. Great American E&S Insurance Company has an S&P Rating of “A+”.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Lakeside Village Shopping Center, representing approximately 0.9% of the Initial Pool Balance, the Phase I ESA indicated that a dry cleaner operated at the Mortgaged Property from 1988, and used chlorinated solvents until 1999, when it switched to petroleum based dry cleaning fluid. That

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same year, the dry cleaner enrolled in the Texas Commission on Environmental Quality (“TCEQ”) Voluntary Cleanup Program (“VCP”) to address impacts and received TCEQ closure in June 1999. The closure letter indicated that the impacted material was remediated to Risk Reduction Standard No. 2, which allowed for residual contamination to remain in place. Prior site assessments identified the historical use of PCE at the dry cleaner as an historical REC; however, the ASTM guidelines at that time did not require the consultant to evaluate the Mortgaged Property for potential vapor migration. Based on the absence of vapor evaluation information and/or investigative reports, the ESA stated that there may be the potential for vapor migration associated with the historical dry cleaning operations at the Mortgaged Property and characterized the prior HREC as a REC. In order to assess such potential, a Phase II investigation consisting of a Limited Sub-Slab Vapor and Indoor Air Investigation (“IAI”) was performed. The Phase II report indicated that trichloroethene (“TCE”) was reported in two of three samples taken in excess of the Environmental Protection Agency’s Office of Solid Waste and Emergency Response (which has been renamed the Office of Land and Emergency Management) Exterior Soil Gas Concentration to Indoor Air Concentration (SGC-IAC) Vapor Intrusion Screening Level (VISL) Target Sub-Slab and Exterior Soil Gas Concentration Calculator Version 3.4, November 2015 Regional Screening Level (RSL), Commercial and Residential Exposure Levels. Tetrachloroethene (PCE) was reported in one sample at a concentration of 3,000 µm/m³ which exceeds the respective VISL RSL of 1,600 µm/m³. The Phase II report concluded that while residual soil contamination existed beneath the building, the indoor ambient air concentrations collected did not exceed EPA RSLs and Occupational Safety and Health Administration Total Weighted Average values for TCE and PCE. Therefore, the Phase II report concluded that it did not appear that the vapor intrusion was a concern. Based on the analytical results of the indoor ambient air concentrations collected as part of the investigation, the Phase II report recommended no further action at this time with regard to the Mortgaged Property.

● With respect to the Mortgaged Property identified on Annex A-1 to this prospectus as Irwindale Commerce Center, representing approximately 0.4% of the Initial Pool Balance, the Phase I ESA with respect to the Mortgaged Property noted that the property is completely encompassed by the San Gabriel Valley Area 2 Superfund investigation area, which area is over a mile wide and eight miles long and represents a REC. Groundwater in the region is reportedly impacted by, among other things, trichloroethylene, perchloroethylene, carbon tetrachloride, perchlorate, and N-nitrosodimethylamine. A mixed ownership has been identified as the responsible party, and the Mortgaged Property does not appear to be a contributor to the contamination. As such it is not expected that the borrower would be responsible for remediation of contaminated groundwater originating at the San Gabriel Valley Area 2 site. Based on the identification of responsible parties, lack of evidence that the current or former use of the Mortgaged Property has contributed to the groundwater plume, and regulatory oversight and ongoing remediation by the overseeing agencies, the ESA concluded that no further investigation is warranted at this time, and vapor intrusion issues are not expected to represent a significant environmental concern.

● With respect to the Mortgaged Property identified on Annex A-1 to this Prospectus as Saline Shopping Center, representing approximately 0.4% of the Initial Pool Balance, the Phase I ESA obtained at loan origination identified RECs at the Mortgaged Property related to an on-site dry cleaner that has been in operation since 1988. A Phase II ESA was subsequently conducted that indicated PCE contamination levels in

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certain soil gas samples in excess of regulatory limits that could deem the property a “facility” under the Michigan National Resources and Environmental Protection Act (MNREPA). The Phase II also determined that there was evidence of an on-site release and vapor intrusion, and recommended installation of a vapor mitigation system, among other things. The Phase II ESA included an “upper estimated cost” of remedial action of $30,000, exclusive of regulatory oversight costs. The lender required an up-front environmental reserve in the amount of $37,500 (125% of estimated cost exclusive of regulatory oversight). Further, the loan documents require that the borrower (i) within 120 days of the loan origination (A) install the vapor mitigation system and (B) deliver to lender an Operations & Maintenance Program, regulatory approval of the due care plan and evidence that such vapor mitigation system is working as designed. Further, the loan documents provide that the borrower and guarantor having springing recourse liability for the loan if the borrower fails to satisfy the foregoing remediation conditions within said 120 day period, and that such liability is required to terminate when all such environmental conditions have been satisfied.

● With respect to the Mortgage Loan identified on Annex A-1 to this Prospectus as Texas Retail Portfolio, representing approximately 0.2% of the Initial Pool Balance, the Phase I ESA identified RECs due to prior on-site dry cleaning operations and on-site UST’s (affects Valley Ranch property only). In lieu of a Phase II ESA, the lender obtained a $2,712,500 lender environmental collateral protection and liability-type environmental insurance policy from Zurich North America with a 13 year term and having a $25,000 self-insured retention. The loan documents provide for springing full recourse to the borrower sponsors and the guarantors if the borrower sponsors fail to pay the entire amount of the self-insured retention in the event of a claim under the environmental insurance policy. The guarantors have an aggregate stated net worth in excess of the related loan amount as of April 30, 2017. The policy premium was pre-paid at origination. Zurich North America has an S&P rating of “AA-”.

Redevelopment, Renovation and Expansion

Certain of the Mortgaged Properties are properties which are currently undergoing or are expected to undergo material redevelopment, renovation or expansion, including with respect to hotel properties, executing property improvement plans (“PIPs”) required by the franchisors. Below are descriptions of certain of such Mortgaged Properties.

● With respect to the Mortgaged Property identified on Annex A-1 to this prospectus as General Motors Building, representing approximately 9.2% of the Initial Pool Balance, the fourth largest tenant, Apple, representing approximately 5.3% of the net rentable area, has its flagship retail location at the Mortgaged Property underneath a 35-foot glass cube at the center of the pedestrian plaza on the Fifth Avenue side of the Mortgaged Property (the “Apple Cube Space”). The Apple store is undergoing a renovation to expand its space by approximately 34,000 square feet, increasing ceiling heights by lowering the floor approximately five feet and adding storage space and back of house capacity by expanding into formerly dark space located below grade (the “Apple Cube Space Renovation”). During the Apple Cube Space Renovation, Apple is occupying the former FAO Schwarz space as temporary space until the earlier of the completion of the renovations or an outside kick out date of December 31, 2018. See “Tenant Issues—Other” below.

● With respect to the Mortgaged Property identified on Annex A-1 to this prospectus as Raleigh Marriott City Center, representing approximately 3.1% of the Initial Pool

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Balance, the Mortgaged Property is scheduled to undergo a renovation project, scheduled to end by April 2018, in connection with a PIP. The borrower sponsor is planning a $12.0 million PIP, which has been escrowed upfront.

We cannot assure you that any of these redevelopments, renovations or expansions will be completed, that any amounts reserved in connection therewith will be sufficient to complete any such redevelopment, renovation or expansion or that the failure to do so will not have a material adverse impact on the related Mortgaged Properties. Additionally, other Mortgaged Properties may, and likely do, have property improvement or renovation plans in various stages of completion or planning.

Certain risks related to redevelopment, renovation and expansion at a Mortgaged Property are described in “Risk Factors—Risks Relating to the Mortgage Loans—Risks Related to Redevelopment, Expansion and Renovation at Mortgaged Properties”.

Assessment of Property Value and Condition

In connection with the origination or acquisition of each Mortgage Loan or otherwise in connection with this offering, an appraisal was conducted in respect of the related Mortgaged Property by an independent appraiser that was state certified and/or a member of the Appraisal Institute or an update of an existing appraisal was obtained. In each case, the appraisal complied, or the appraiser certified that it complied, with the real estate appraisal regulations issued jointly by the federal bank regulatory agencies under the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended. In general, those appraisals represent the analysis and opinion of the person performing the appraisal and are not guarantees of, and may not be indicative of, present or future value. We cannot assure you that another person would not have arrived at a different valuation, even if such person used the same general approach to and same method of valuing the property or that different valuations would not have been reached separately by the mortgage loan sellers based on their internal review of such appraisals. The appraisals obtained as described above sought to establish the amount a typically motivated buyer would pay a typically motivated seller. Such amount could be significantly higher than the amount obtained from the sale of a Mortgaged Property under a distress or liquidation sale.

In addition, in general, a licensed engineer, architect or consultant inspected the related Mortgaged Property, in connection with the origination or acquisition of each of the Mortgage Loans or otherwise in connection with this offering, to assess the condition of the structure, exterior walls, roofing, interior structure and mechanical and electrical systems. Engineering reports by licensed engineers, architects or consultants generally were prepared, except for newly constructed properties, certain manufactured housing community properties and properties for which the borrower’s interest consists of a fee interest solely on the land and not any improvements, for the Mortgaged Properties in connection with the origination of the related Mortgage Loan or in connection with this offering. None of these engineering reports are more than 10 months old as of the Cut-off Date. In certain cases where material deficiencies were noted in such reports, the related borrower was required to establish reserves for replacement or repair or remediate the deficiency.

Litigation and Other Considerations

There may be material pending or threatened legal proceedings against, or other past or present material criminal or material adverse regulatory circumstances experienced by, the borrowers, their sponsors and managers of the Mortgaged Properties and their respective

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affiliates. In addition, the Mortgaged Properties may be subject to ongoing litigation. For example:

● With respect to the Mortgaged Property identified on Annex A-1 to this prospectus as French Quarter, representing approximately 1.0% of the Initial Pool Balance, one of the guarantors, John Makhani, was named as a defendant in a case in the Los Angeles County Superior Court alleging contractual fraud that was filed in February 2010. According to the court docket and information provided by the borrower, the case was settled on August 16, 2017 after start of trial. A hearing is scheduled on the court docket for September 20, 2017 for dismissal (after settlement).

See “Risk Factors—Risks Relating to the Mortgage Loans—Litigation Regarding the Mortgaged Properties or Borrowers May Impair Your Distributions”. See also “—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” below and representation and warranty no. 15 in Annex D-1 and the exceptions thereto in Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D-1).

Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings

● Fifty-seven (57) of the Mortgage Loans, representing approximately 75.8% of the Initial Pool Balance, were originated in connection with the borrower’s refinancing of a previous mortgage loan.

● Seven (7) of the Mortgage Loans, representing approximately 18.9% of the Initial Pool Balance, were originated in connection with the borrower’s acquisition of the related Mortgaged Property.

● One (1) of the Mortgage Loans, representing approximately 5.4% of the Initial Pool Balance, was originated in connection with the borrower’s recapitalization of the related Mortgaged Property.

Certain of the borrowers, principals of the borrowers and other entities under the control of such principals or single tenants at the related Mortgaged Properties or in certain cases a Mortgaged Property that secures a Mortgage Loan are, or previously have been, parties to bankruptcy proceedings, foreclosure proceedings, deed-in-lieu of foreclosure transactions and/or mortgage loan workouts resulting from mortgage loan defaults, which in some cases involved a Mortgaged Property that secures a Mortgage Loan to be included in the Trust. For example:

● With respect to eight (8) Mortgage Loans secured by the Mortgaged Properties or portfolio of Mortgaged Properties identified on Annex A-1 to this prospectus as University Center Chicago, Mall of Louisiana, 411 East Wisconsin, Village at San Jacinto, HGI Memphis Wolfchase Galleria, French Quarter, Strawbridge Green Apartments and Placerville Self Storage, representing approximately 20.4% of the Initial Pool Balance, (a) within approximately the last 10 years, related borrowers, sponsors and/or key principals (or affiliates thereof) have previously (i) sponsored, been a key principal with respect to, or been a payment or non-recourse carveout guarantor on mortgage loans secured by, real estate projects (including in some such cases, the particular Mortgaged Property or Mortgaged Properties referenced above in this sentence) that became the subject of foreclosure proceedings or a deed-in-lieu of foreclosure or bankruptcy proceedings or directly or indirectly secured a real estate loan or a real estate related mezzanine loan that was the subject of a discounted payoff or modification, or (ii) been the subject of personal bankruptcy proceedings, (b) the related Mortgage Loan refinanced a prior loan secured by, or a

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mezzanine loan secured by interests in the owner of, the Mortgaged Property which prior loan was the subject of a maturity default, a maturity extension or a discounted payoff, short sale or other restructuring, (c) the Mortgaged Property was acquired by the related borrower or an affiliate thereof from a foreclosing lender or through foreclosure or a deed-in-lieu of foreclosure, as part of an REO transaction, at a foreclosure sale or out of receivership, or (d) the Mortgaged Property has been or currently is involved in a borrower, principal or tenant bankruptcy.

In particular, with respect to the 15 largest Mortgage Loans we note the following:

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as University Center Chicago, representing approximately 7.1% of the Initial Pool Balance, affiliates of the borrower sponsor (Blue Vista Capital Management, LLC) were involved in various mortgage defaults related to value-add commercial real estate investment (three office properties, one industrial property, one hotel property, one retail property, one cold storage facility, two multifamily properties and four student housing properties) acquired between 2005-2008, including five foreclosures, five deed-in-lieu transactions, a short sale, a discounted pay-off and a bankruptcy filing. The affiliate bankruptcy filing occurred in 2009 and related to a hotel property following bank stoppage of construction advances. The sponsor sold its non-managing equity interest in the project to its equity partner in 2011, prior to the bankruptcy court’s approval of the plan of reorganization.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Mall of Louisiana, representing approximately 5.4% of the Initial Pool Balance, the related borrower sponsor is an affiliate of GGP, Inc. (formerly known as General Growth Properties, Inc.). In April 2009, General Growth Properties, Inc. filed for bankruptcy protection for itself and numerous property-level, special purpose subsidiaries. General Growth Properties, Inc. emerged from bankruptcy in November 2010.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as 411 East Wisconsin, representing approximately 3.1% of the Initial Pool Balance, one of the non-recourse carveout guarantors has been an investor and/or manager in two entities that owned commercial real estate, which entities were involved in foreclosures or deeds-in-lieu of foreclosures of mortgage loans secured by such real estate.

Certain risks relating to bankruptcy proceedings are described in “Risk Factors—Risks Relating to the Mortgage Loans—A Bankruptcy Proceeding May Result in Losses and Delays in Realizing on the Mortgage Loans” and “—Litigation Regarding the Mortgaged Properties or Borrowers May Impair Your Distributions” and “Certain Legal Aspects of Mortgage Loans—Foreclosure—Bankruptcy Laws”. See also representation and warranty nos. 41 and 42 in Annex D-1 (subject to the limitations and qualifications set forth in the preamble to Annex D-1).

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Tenant Issues

Tenant Concentrations

The Mortgaged Properties have tenant concentrations as set forth below:

● Five (5) of the Mortgaged Properties securing Mortgage Loans identified on Annex A-1 to this prospectus as 222 Second Street, Moffett Place B4, Kohl’s – Scottsdale, Kohl’s Ground Lease and Fresenius Distribution Center SC securing approximately 13.8% of the Initial Pool Balance by allocated loan amount, are leased to a single tenant.

See “—Lease Expirations and Terminations” below, and “Risk Factors—Risks Relating to the Mortgage Loans—Risks of Commercial and Multifamily Lending Generally”, “—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases—A Tenant Concentration May Result in Increased Losses” and “—Concentrations Based on Property Type, Geography, Related Borrowers and Other Factors May Disproportionately Increase Losses”.

Lease Expirations and Terminations

Expirations

Certain of the Mortgaged Properties are subject to tenant leases that expire before the maturity date of the related Mortgage Loan. For tenant lease expiration information in the form of a lease rollover chart relating to each of the top 15 Mortgage Loans, see the related summaries attached as Annex A-3. In addition, see Annex A-1 for tenant lease expiration dates for the 5 largest tenants (based on net rentable area leased) at each retail, office, mixed use and industrial Mortgaged Property. Whether or not any of the 5 largest tenants at a particular Mortgaged Property have leases that expire before, or shortly after, the maturity of the related Mortgage Loan, there may be a significant percentage of leases at a particular Mortgaged Property that expire in a single calendar year, a rolling 12-month period or prior to, or shortly after, the maturity of a Mortgage Loan. Furthermore, some of the Mortgaged Properties have significant leases or a significant concentration of leases that expire before, or shortly following, the maturity of the related Mortgage Loan. In addition, certain other Mortgaged Properties may have a significant portion of the leases that expire or can be terminated in a particular year, or portion thereof, at the related Mortgaged Property. Prospective investors are encouraged to review the charts entitled “Major Tenants” and “Lease Expiration Schedules” for the 15 largest Mortgage Loans presented on Annex A-3, in particular those related to the Mortgaged Properties identified on Annex A-1 as General Motors Building, 222 Second Street, University Center Chicago, Corporate Woods Portfolio, Westin Building Exchange, Mall of Louisiana, Overlook at King of Prussia, 411 East Wisconsin, Lewis Crossing and First Stamford Place.

With respect to the Mortgage Loans secured, in whole or in part, by the Mortgaged Properties identified in the table below, each such Mortgaged Property is occupied by a single tenant under a lease which expires prior to, or within 12 months after, the maturity date or Anticipated Repayment Date of the related Mortgage Loan.

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Mortgaged Property Name	% of the Initial Pool Balance by Allocated Loan Amount		Owner Occupied	Lease Expiration Date		Maturity Date or Anticipated Repayment Date
222 Second Street		9.1%	No		12/31/2027(1)	9/10/2027
Kohl’s - Scottsdale		1.1%	No		1/31/2024	5/11/2027
Kohl’s Ground Lease		0.6%	No		1/31/2028	9/1/2027
Fresenius Distribution Center SC		0.4%	No		1/31/2024	8/1/2027

⁽¹⁾ The related tenant also has leases that expire on 12/31/2025, 12/31/2026 and 6/30/2027.

If a Mortgaged Property loses its sole tenant, whether upon expiration of the related lease or otherwise, the “dark value” of such property may be materially below the “as-is” value of such property or even the unpaid principal balance of the related Mortgage Loan because of the difficulties of finding a new tenant that will lease the space on comparable terms as the old tenant. Such difficulties may arise from an oversupply of comparable space, high vacancy rates, low rental rates or the Mortgaged Property’s lack of suitability for most potential replacement tenants.

In addition, with respect to certain other Mortgaged Properties, there are leases that represent in the aggregate a material (greater than 25%) portion (but less than 100%) of the net rentable square footage of the related Mortgaged Property that expire in a single calendar year prior to, or shortly after, the maturity of the related Mortgage Loan.

See Annex A-1 for tenant lease expiration dates for the 5 largest tenants (based on net rentable area leased) at each retail, office, mixed use and data center Mortgaged Property.

Terminations

In addition to termination options tied to certain triggers as described in “Risk Factors—Risks Relating to the Mortgage Loans—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases—Early Lease Termination Options May Reduce Cash Flow” that are common with respect to retail properties, certain tenant leases permit the related tenant to unilaterally terminate its lease at any time. For example (with respect to the largest 15 Mortgage Loans and the largest 5 tenants at each related Mortgaged Property or portfolio of Mortgaged Properties):

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as General Motors Building, representing approximately 9.2% of the Initial Pool Balance, the largest tenant, Weil, Gotshal & Manges, which represents 24.6% of the net rentable square footage, has the right to terminate (a) its 20,791 square feet of below grade storage space, at any time, and (b) either (i) its 38,900 square feet of space on the 22nd floor or (ii) its 39,900 square feet of space on the 32nd floor, on or after August 31, 2022.

Additionally, with respect to the Mortgage Loan, the fourth largest tenant, Apple, which represents 5.3% of the net rentable square footage, may terminate its lease if its space is not delivered by February 3, 2020, subject to force majeure. The second largest tenant by underwritten base rent, Under Armour, which represents 11.3% of the total underwritten base rent, and is not yet in occupancy, may terminate its lease if its space is not delivered by July 1, 2019 and the failure to deliver the space is not due to tenant-caused delays or force majeure.

● With respect to the Mortgage Loan secured by the Mortgaged Properties identified on Annex A-1 to this prospectus as Corporate Woods Portfolio, representing

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approximately 5.8% of the Initial Pool Balance, the largest tenant in the portfolio of Mortgaged Properties, PNC Bank, National Association, which leases 159,270 square feet (7.8% of the net rentable square footage of the portfolio of Mortgaged Properties), has exercised an option to downsize its space effective November 30, 2017 by 12,820 square feet. The second largest tenant in the portfolio of Mortgaged Properties, Coventry Health Care of Kansas, Inc., which leases approximately 3.4% of the net rentable square footage of the portfolio of Mortgaged Properties, has the right to terminate its lease as to either all of its leased premises or as to any full floor portion of its leased premises effective as of December 31, 2018 by written notice to the borrower by December 31, 2017.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as 411 East Wisconsin, representing approximately 3.1% of the Initial Pool Balance, the largest tenant, Quarles & Brady LLP, which leases 27.5% of the net rentable square footage, has the two-time option to reduce its space by up to one full floor effective at any time from June 1, 2021 through May 31, 2026 upon at least twelve months’ prior notice and payment of a termination fee (that is proportionate to the relinquished space) equal to the sum of tenant improvement costs, rent credits and other costs associated with Quarles & Brady LLP’s space at the Mortgaged Property that were paid by the landlord (as calculated under the lease). Each relinquished space must be a contiguous space of at least 11,500 square feet on the lowest floor of the Mortgaged Property that Quarles & Brady LLP leases. Quarles & Brady LLP may not exercise its contraction rights within two years of the most recent exercise of its expansion. In addition, the fifth largest tenant, Mercer (US) Inc., which leases 4.1% of the net rentable square footage, has the option to terminate its lease effective May 31, 2019 upon at least fourteen months’ prior notice and payment of a termination fee equal to the sum of (i) tenant improvement costs, rent credits and other costs associated with Mercer (US) Inc.’s space at the Mortgaged Property that were paid by the landlord (as calculated under the lease), (ii) $267,085.50 and (iii) six months of operating cost share rent and tax share rent at the estimated rate, as reasonably determined by the landlord, in effect for the month of June 2019.

● With respect to the Mortgaged Property identified on Annex A-1 to this Prospectus as First Stamford Place, representing approximately 2.1% of the Initial Pool Balance, Partner Reinsurance Company of The U.S., the third largest tenant, representing 7.0% of net rentable square feet, may terminate its lease on or after January 31, 2027 upon providing 12 months’ written notice and payment of a termination fee equal to $2,302,219.

For more information related to tenant termination options held by the 5 largest tenants (by net rentable area leased) see Annex A-1 to this prospectus and the accompanying footnotes for additional information, as well as the charts entitled “Major Tenants” and “Lease Expiration Schedules” for the 15 largest Mortgage Loans presented on Annex A-3 to this prospectus, in particular those related to the Mortgaged Properties identified on Annex A-1 to this prospectus as General Motors Building, Corporate Woods Portfolio, 411 East Wisconsin, and First Stamford Place.

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Other

Tenants under certain leases included in the Underwritten Net Cash Flow, Underwritten NOI and/or Occupancy Rate may not be in physical occupancy, may not have begun paying rent or may be in negotiation. For example:

● Nine (9) of the Mortgaged Properties identified on Annex A-1 to this prospectus as General Motors Building, 222 Second Street, University Center Chicago, Mall of Louisiana, Moffett Place B4, First Stamford Place, Village at San Jacinto, Edgewater Place and Shops at Carson, securing approximately 37.8% of the Initial Pool Balance by allocated loan amount, have, among the 5 largest tenants at such Mortgaged Property (by net rentable area leased), tenants that have renewed leases or have taken possession of the space demised under the related lease with the related borrower, but have not yet commenced payments of rent or are in a rent abatement period under the related lease, or have tenants that have executed leases, but have not taken possession or commenced payment of rent, have tenants that are in a buildout phase and have not taken occupancy, have tenants that are expanding their space but have not commenced payment of the additional rent, have tenants that renewed leases that provide free rent and have not commenced payment of rent, have tenants that are entitled to free rent periods or rent abatement in the future, or have subleases in place that can increase vacancy risks. In certain circumstances, an escrow reserve related to free rent periods and tenant improvement costs and leasing commissions due in connection with such leases was funded at closing. See Annex A-1 to this prospectus and the accompanying footnotes for additional information with respect to these Mortgage Loans.

In particular, with respect to single tenant properties or tenants that are one of the top 5 tenants (by net rentable area leased) for the 15 largest Mortgage Loans, certain of such tenants have not taken possession or commenced paying rent or have rent underwritten on a straight-lined basis as set forth below:

● With respect to the Mortgaged Property identified on Annex A-1 to this prospectus as 222 Second Street, representing approximately 9.1% of the Initial Pool Balance, LinkedIn, the single tenant, executed a phased-in lease with four separate lease commencement dates. The lease commencement dates have occurred for all but the final phase, representing 76,212 square feet (16.8% of net rentable area), which is expected to occur in January 2018. In addition, the Mortgage Loan was underwritten based on straight-lined rent for LinkedIn through the end of its lease term.

● With respect to the Mortgaged Property identified on Annex A-1 to this prospectus as General Motors Building, representing approximately 9.2% of the Initial Pool Balance, Apple, the fourth largest tenant, representing approximately 5.3% of the net rentable area, recently executed an extension for 102,994 square feet through January 2034 and is currently occupying the former FAO Schwarz space on the 58th Street side of the Mortgaged Property, while the Apple Cube Space undergoes the Apple Cube Space Renovation, as described above under “—Redevelopment, Renovation and Expansion”. Apple is obligated to vacate its temporary space by December 31, 2018 and has the right to terminate its entire lease if its space is not delivered by February 3, 2020, subject to force majeure. Apple has 17 months of free rent, equal to $9,562,500, on its 21,907 square feet of expansion space commencing in August 2017. In addition, Under Armour, which represents 2.5% of net rentable square footage at the Mortgaged Property, but is the second largest tenant by underwritten rent (approximately 11.3% of underwritten rent) is not yet in occupancy or required to pay rent. Under Armour’s space is currently occupied by

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Apple while the Apple Cube Space Renovation is under construction. Under Armour’s lease commences on the substantial completion of landlord’s work. Under Armour has the right to terminate its lease if its space is not delivered by July 1, 2019 and the failure to deliver the space is not due to tenant-caused delays or force majeure. Under Armour has 12 months of free rent, equal to $30,000,000, beginning after its lease commencement date. In lieu of a reserve, Boston Properties Limited Partnership (“BPLP”), a borrower sponsor, provided a payment guarantee for the gap rent between the rent that Apple is currently paying to occupy the space that is expected to be occupied by Under Armour, and the rent Under Armour will be required to pay once its lease commences, as well as for the rent due during Under Armour’s free rent period. BPLP also provided a payment guarantee for the free rent due to Apple for its expansion space.

In addition, percentage rent of $4,921,916 was underwritten for Apple. Apple has an abatement period for its percentage rent component that commences in October 2017 until it moves into its expanded/redeveloped space. Once Apple has moved back into its space, it will be required to pay 2.25% in percentage rent above $200,000,000 a year in sales. BPLP provided a payment guarantee for the estimated gap percentage rent. The underwritten Apple percentage rent is equal to the 2.25% percentage rent on the average Apple sales from 2013 through 2016 over the new $200,000,000 breakpoint.

Further, underwritten rent for the Mortgaged Property includes $11,269,632 of straight-line rents relating to six tenants, including Weil, Gotshal & Manges LLP and Apple through the end of their lease terms (which in certain cases end beyond the loan maturity date). In addition, underwritten rent for the Mortgaged Property includes $17,100,676 in rent that was marked upward or downward based on the conclusion of market rent set forth in the appraisal. Further, rent for certain tenants was underwritten based on future rent increases. See the summary relating to General Motors Building on Annex A-3 in this prospectus.

● With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A-1 as Corporate Woods Portfolio, representing approximately 5.8% of the Initial Pool Balance, the rent of certain tenants which are (or are subsidiaries of) investment grade entities was underwritten on a straight-lined basis.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as University Center Chicago, representing approximately 7.1% of the Initial Pool Balance, the Mortgaged Property is a student housing property with master lease or occupancy agreements with five Chicago-area colleges. Student occupancy will commence in the upcoming academic year. A seasonality reserve was deposited in connection with the origination of such Mortgage Loan and is required to be funded on an ongoing basis to account for student housing rental payments that occur principally during the nine months of the academic year.

● With respect to the Mortgaged Property identified on Annex A-1 to this prospectus as Mall of Louisiana, representing approximately 5.4% of the Initial Pool Balance, Main Event, the third largest tenant, representing approximately 6.0% of the net rentable area, recently executed a lease for 46,900 square feet and is expected to take occupancy in August 2018. The non-recourse carve-out guarantor provided a guaranty of payment with respect to unfunded tenant allowances ($3,986,500), landlord work ($3,067,797) and 15 months of gap rent ($1,465,625) with respect to Main Event.

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● With respect to the Mortgaged Property identified on Annex A-1 to this prospectus as Moffett Place B4, representing approximately 2.6% of the Initial Pool Balance, the single tenant, Google, Inc., is in occupancy under a lease that commenced August 1, 2017 but is currently building out its space and has free rent until October 12, 2018. A rent concession reserve in the amount of $17,046,036 and an outstanding tenant improvements and leasing commissions reserve in the amount of $13,247,677 was deposited with the lender at origination.

● With respect to the Mortgaged Property identified on Annex A-1 to this Prospectus as First Stamford Place, representing approximately 2.1% of the Initial Pool Balance, Partner Reinsurance Company of The U.S., the third largest tenant, representing 7.0% of net rentable square feet, has free rent through January 2019. A reserve was taken at closing representing the outstanding free rent.

See “Risk Factors—Risks Relating to the Mortgage Loans—Underwritten Net Cash Flow Could Be Based On Incorrect or Flawed Assumptions”.

See Annex A-3 for more information on other tenant matters relating to the largest 15 Mortgage Loans.

Purchase Options and Rights of First Refusal

Below are certain purchase options and rights of first refusal to purchase all or a portion of the Mortgaged Property with respect to certain of the Mortgaged Properties.

● Six (6) of the Mortgaged Properties identified on Annex A-1 to this prospectus as 222 Second Street, Corporate Woods Portfolio, Overlook at King of Prussia, Raleigh Marriott City Center, Moffett Place B4 and Village at San Jacinto, securing approximately 25.8% of the Initial Pool Balance by allocated loan amount, are each subject to a purchase option, right of first refusal or right of first offer to purchase such Mortgaged Property, a portion thereof or a related pad site; such rights are held by either a tenant at the related Mortgaged Property, a tenant at a neighboring property, a hotel franchisor, a licensee, a homeowner’s association, another unit owner of the related condominium, a neighboring property owner, a master tenant, a lender or another third party. See “Yield and Maturity Considerations” in this prospectus. See representation and warranty no. 8 in Annex D-1 and the exceptions thereto on Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D-1).

In addition, with respect to the 15 largest Mortgage Loans presented on Annex A-3, we note the following:

● With respect to the Mortgaged Property identified on Annex A-1 to this prospectus as 222 Second Street, representing approximately 9.1% of the Initial Pool Balance, the single tenant, LinkedIn, has a one-time right of first offer (“ROFO”) to purchase the Mortgaged Property, for so long as it leases more than 400,000 rentable square feet, in the event the borrower elects to engage in a sale of the Mortgaged Property. The ROFO is subject and subordinate to the mortgage and does not apply to any foreclosure or deed-in-lieu thereof.

● With respect to the Mortgaged Property identified on Annex A-1 to this prospectus as Corporate Woods – Building 82, representing approximately 0.9% of the Initial Pool Balance by allocated loan amount, PNC Bank National Association, the largest tenant at such Mortgaged Property, has a right of first refusal to purchase such Mortgaged

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Property if the landlord elects to sell such Mortgaged Property as a separate parcel and not as part of the entire portfolio of Mortgaged Properties. Such right of first refusal was subordinated to the Mortgage Loan pursuant to a subordination, non-disturbance and attornment agreement. The right of first offer does not apply in connection with a foreclosure or a deed-in-lieu of foreclosure.

● With respect to the Mortgaged Property identified on Annex A-1 to this prospectus as Overlook at King of Prussia, representing approximately 3.4% of the Initial Pool Balance, the fourth largest tenant, Bahama Breeze, has a ROFR to purchase its leased premises if offer is received that borrower is otherwise willing to accept as to the leased premises or less than the entirety of the Mortgaged Property. The ROFR is not extinguished by foreclosure; however, the ROFR does not apply to any foreclosure or deed-in-lieu thereof affecting the entirety of the Mortgaged Property.

● With respect to the Mortgaged Property identified on Annex A-1 to this prospectus as Raleigh Marriott City Center, representing approximately 3.1% of the Initial Pool Balance, franchisor (Marriott International, Inc.) has a Right of First Refusal (“ROFR”) to acquire the related Mortgaged Property if there is a transfer of the hotel or controlling direct or indirect interest in the borrower sponsor to a competitor (generally, any person that exclusively develops, operates or franchises through or with a competitor of franchisor comprising at least 10 luxury hotels, 20 full service hotels or 50 limited service hotels). The ROFR is not extinguished by foreclosure or deed-in-lieu thereof, and if transfer to a competitor is by foreclosure, or if the franchisee or its affiliates become a competitor, the franchisor has a right to purchase the hotel upon notice to the franchisee. The franchisor comfort letter provides that, if the lender exercises remedies against the franchisee, the lender may appoint a lender affiliate to acquire the Property and enter into a management or franchise agreement if it is not a competitor or a competitor affiliate; provided, however, that a lender affiliate will not be deemed a competitor simply due to its ownership of multiple or competing hotels or having engaged managers to manage such other hotels.

● With respect to the Mortgaged Property identified on Annex A-1 to this prospectus as Moffett Place B4, representing approximately 2.6% of the Initial Pool Balance, the single tenant, Google, Inc., has an ongoing ROFO to purchase the mortgaged property if the borrower sponsor decides to market the Mortgaged Property for sale. The ROFO does not apply to a foreclosure or transfer in lieu of foreclosure with respect to the Mortgage Loan and will be extinguished.

See “Risk Factors—Risks Relating to the Mortgage Loans—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases—Leases That Are Not Subordinated to the Lien of the Mortgage or Do Not Contain Attornment Provisions May Have an Adverse Impact at Foreclosure”.

Insurance Considerations

The Mortgage Loans generally require that each Mortgaged Property be insured by a hazard insurance policy in an amount (subject to an approved deductible) at least equal to the lesser of the outstanding principal balance of the related Mortgage Loan and 100% of the replacement cost of the improvements located on the related Mortgaged Property, and if applicable, that the related hazard insurance policy contain appropriate endorsements or have been issued in an amount sufficient to avoid the application of co-insurance and not permit reduction in insurance proceeds for depreciation; provided that, in the case of certain

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of the Mortgage Loans, the hazard insurance may be in such other amounts as was required by the related originators.

In general, the standard form of hazard insurance policy covers physical damage to, or destruction of, the improvements on the Mortgaged Property by fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil commotion, subject to the conditions and exclusions set forth in each policy. Each Mortgage Loan generally also requires the related borrower to maintain comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the related Mortgaged Property in an amount generally equal to at least $1,000,000. Each Mortgage Loan generally further requires the related borrower to maintain business interruption insurance in an amount not less than approximately 100% of the gross rental income from the related Mortgaged Property for not less than 12 months. In general, the Mortgage Loans (including those secured by Mortgaged Properties located in California) do not require earthquake insurance. However, with respect to the Mortgaged Property identified on Annex A-1 to this Prospectus as StorQuest - Oakland San Pablo, representing approximately 1.0% of the Initial Pool Balance, the borrower is required to maintain earthquake insurance in an amount not less than 100% of the PML or such additional amount as may be required by the lender. Seventeen (17) Mortgaged Properties identified on Annex A-1 to this prospectus as 222 Second Street, Westin Building Exchange, Hilton Garden Inn Redondo Beach, Residence Inn by Marriott Redondo Beach, Moffett Place B4, Village at San Jacinto, Sundance West Apartments, Artisan Cove, 8532 Melrose Avenue, HGI Memphis Wolfchase Galleria, StorQuest - Oakland San Pablo, French Quarter, Kohl’s Ground Lease, Extra Space Storage – Lodi, Placerville Self Storage, Irwindale Commerce Center and Shops at Carson, securing approximately 33.5% of the Initial Pool Balance by allocated loan amount, is located in an area that is considered a high earthquake risk (seismic zones 3 and 4). Seismic reports were prepared with respect to these Mortgaged Properties, and based on those reports, no Mortgaged Property has a probable maximum loss greater than 29.0% (and other than with respect to the Mortgaged Property identified on Annex A-1 to this prospectus a StorQuest – Oakland San Pablo, no Mortgaged Property has a probable maximum loss greater than 19.0%) (in the aggregate, with respect to Mortgaged Properties comprised of multiple structures).

With respect to a substantial portion of the Mortgaged Properties, the related borrowers (or, in some cases, tenants which are permitted to maintain insurance in lieu of the related borrowers) maintain insurance under blanket policies.

Certain of the Mortgaged Properties may permit the borrower’s obligations to provide required insurance (including property, rent loss, liability and terrorism coverage) to be suspended if a sole or significant tenant or the property manager elects to provide third party insurance or self-insurance in accordance with its lease or management agreement. Described below are Mortgage Loans having such self-insurance conditions:

● With respect to the Mortgage Loans secured by the Mortgaged Properties or portfolio of Mortgaged Properties identified on Annex A-1 to this prospectus as Lewis Crossing, Village at San Jacinto, Kohl’s - Scottsdale and Kohl’s Ground Lease, representing approximately 5.9% of the Initial Pool Balance, the related borrower may rely on the single tenant’s, ground lease tenant’s or owner’s association’s insurance or, in some cases, self-insurance, so long as the single tenant’s or ground lease tenant’s lease is in effect and no default has occurred under the lease and the tenant’s insurance or, if applicable, self-insurance meets the requirements under the related loan documents or (in certain cases) of the related lease. Under certain circumstances generally relating to a material casualty, a sole tenant entitled to self-insure may have the right to terminate its lease at the related Mortgaged Property

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under the terms of that lease. If the tenant fails to provide acceptable insurance coverage or, if applicable, self-insurance, the borrower generally must obtain or provide supplemental coverage to meet the requirements under the Mortgage Loan documents. See representation and warranty nos. 18 and 31 on Annex D-1 and the exceptions to representation and warranty nos. 18 and 31 on Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D-1).

Further, with respect to Mortgaged Properties that are part of condominium regimes, the insurance may be maintained by the condominium association rather than the related borrower. Many Mortgage Loans contain limitations on the obligation to obtain terrorism insurance. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties”. See also representation and warranty nos. 18 and 31 on Annex D-1 and the exceptions to representation and warranty nos. 18 and 31 on Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D-1).

In addition, with respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as General Motors Building, representing approximately 9.2% of the Initial Pool Balance, so long as TRIPRA is in effect and a third party insurer satisfying the requirements under the Mortgage Loan documents is providing a primary layer of $250 million in terrorism insurance, and subject to lender’s reasonable approval and the satisfaction of certain conditions (including that covered losses which are not reinsured by the federal government under TRIPRA shall be reinsured with a cut-through endorsement (or its equivalent) by a third party insurer rated not less than “A:X” or better in the current Best’s Insurance Reports, “A” by S&P, and “A2” or better by Moody’s, to the extent Moody’s rates the securities and rates the applicable insurer, and the remaining amount of such terrorism insurance will be eligible for payment by the US federal government under TRIPRA), the Mortgage Loan documents permit NYXP, LLC, a captive insurance company wholly-owned by the sponsor (Boston Properties Limited Partnership) to provide the remaining required terrorism insurance for the Mortgaged Property.

See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Associated with Blanket Insurance Policies or Self-Insurance”.

Use Restrictions

Certain of the Mortgaged Properties are subject to restrictions that restrict the use of such Mortgaged Properties to its current use, place other use restrictions on such Mortgaged Property or limit the related borrower’s ability to make changes to such Mortgaged Property. In certain cases, use of a Mortgaged Property may be restricted due to environmental conditions at the Mortgaged Property. See “—Environmental Considerations”.

In the case of such Mortgage Loans subject to such restrictions the related borrower is generally required pursuant to the related Mortgage Loan documents to maintain law or ordinance insurance coverage if any of the improvements or the use of a Mortgaged Property constitutes a legal non-conforming structure or use, which provides coverage for loss to the undamaged portion of such property, demolition costs and the increased cost of construction. However, the related property may not be able to be restored or repaired to the full extent necessary to maintain the pre-casualty/pre-destruction use of the subject structure/property, and such law and ordinance insurance coverage does not provide any coverage for lost future rents or other damages from the inability to restore the property to its prior use or structure or for any loss of value to the related property. See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Related to Zoning Non-Compliance and Use Restrictions” and representation and warranty nos. 8 and 26 on Annex D-1 and the

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exceptions to representation and warranty nos. 8 and 26 on Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D-1).

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Artist Building at 300 Summer Cooperative Corporation, representing approximately 0.8% of the Initial Pool Balance, occupancy at the related Mortgaged Property is restricted to certain eligible visual artists as determined by an artist membership committee established pursuant to the related borrower’s cooperative by-laws. As a result of such restriction, we cannot assure you that otherwise qualified cooperative unit purchasers will not be denied approval for occupancy, thereby creating a potential impediment to cooperative unit sales.

In addition, certain of the Mortgaged Properties are subject to “historic” or “landmark” designations, which results in restrictions and in some cases prohibitions on modification of certain aspects of the related Mortgaged Property. For example:

With respect to the Mortgage Loans secured by the Mortgaged Properties identified on Annex A-1 to this prospectus as 38-50 West 9th Street Corp., Seventy-Eight Tenants Corporation and Lancaster Owners, Incorporated, collectively representing approximately 0.8% of the Initial Pool Balance, the related Mortgaged Properties are located in certain designated historic districts in New York City and are therefore subject to certain oversight by the New York City Landmarks Preservation Commission with respect to physical changes to the property.

Appraised Value

In certain cases, appraisals may reflect “as-is” values and values other than an “as-is” value. However, the Appraised Value reflected in this prospectus with respect to each Mortgaged Property reflects only the “as-is” value, except as set forth in the table below. The values other than the “as-is” value may be based on certain assumptions, such as future construction completion, projected re-tenanting or increased tenant occupancies. In the case of mortgage loans secured by residential cooperative properties expected to be sold to the depositor by National Cooperative Bank, N.A., information regarding the value of such Mortgaged Properties is based upon the appraised value of such property assuming such property is operated as a residential cooperative which value, in general, equals the sum of (x) the gross share value of all cooperative units in such residential cooperative property (applying a discount for units that are subject to existing rent regulated or rent controlled rental tenants as and if deemed appropriate by the appraiser), based in part on various comparable sales of cooperative apartment units in the market, plus (y) the amount of the underlying debt encumbering such residential cooperative property. See “Risk Factors—Risks Relating to the Mortgage Loans—Residential Cooperative Properties Have Special Risks”. The table below shows the LTV Ratio and appraised value for Mortgage Loans using values other than “as-is”, as well as the corresponding LTV Ratio and appraised value for such Mortgage Loans using “as-is” values.

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Mortgage Loan Name	% of Initial Pool Balance			Cut-off Date LTV Ratio (Other Than “As-Is”)			Other than “As-Is” Appraised Value	Cut-off Date LTV Ratio (“As-Is”)			“As-Is” Appraised Value
Corporate Woods Portfolio(1)		5.8	%		74.0	%	$299,100,000		74.9	%	$295,500,000
Raleigh Marriott City Center(2)		3.1	%		63.0	%	$108,000,000		71.6	%	$95,000,000
Moffett Place B4(3)		2.6	%		41.0	%	$309,500,000		47.2	%	$269,100,000
8532 Melrose Avenue(4)		1.2	%		57.0	%	$25,000,000		57.7	%	$24,700,000

⁽¹⁾ With respect to the Mortgage Loan secured by the Mortgaged Properties identified on Annex A-1 to this prospectus as Corporate Woods Portfolio, representing approximately 5.8% of the Initial Pool Balance, the related appraisal included a 1.2% portfolio premium.

⁽²⁾ With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Raleigh Marriott City Center, representing approximately 3.1% of the Initial Pool Balance, the appraised value reflects an appraisal on a hypothetical “as-complete” basis, subject to the anticipated completion of the currently ongoing work associated with a property improvement plan. A reserve in the amount of approximately $12,000,000 was established at, origination in connection with such improvements.

⁽³⁾ With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Moffett Place B4, representing approximately 2.6% of the Initial Pool Balance, the appraised value reflects an appraisal on a hypothetical “as stabilized” basis, subject to the single tenant, Google, Inc., paying rent and fully occupying the space. Google, Inc. is now partially occupying the Mortgaged Property and is expected to be fully occupying by the end of 2017.

⁽⁴⁾ With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as 8532 Melrose Avenue, representing approximately 1.2% of the Initial Pool Balance, the Appraised Value set forth on Annex A-1 is the “as stabilized” value, which assumes that the second of the two tenants at the Mortgaged Property, Joe & The Juice, has taken occupancy. Joe & The Juice opened its store on August 30, 2017.

See “Risk Factors—Risks Relating to the Mortgage Loans—Appraisals May Not Reflect Current or Future Market Value of Each Property”.

Non-Recourse Carveout Limitations

While the Mortgage Loans generally contain non-recourse carveouts for liabilities such as liabilities as a result of fraud by the borrower, certain voluntary insolvency proceedings or other matters, certain of the Mortgage Loans may not contain such carveouts or contain limitations to such carveouts. In general, the liquidity and net worth of a non-recourse guarantor under a Mortgage Loan will be less, and may be materially less, than the outstanding principal amount of that Mortgage Loan. In addition, certain Mortgage Loans have additional limitations to the non-recourse carveouts. See representation and warranty no. 28 on Annex D-1 and the exceptions thereto on Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D-1). For example:

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as General Motors Building, representing approximately 9.2% of the Initial Pool Balance, the Mortgage Loan documents do not require a non-recourse carve-out guarantor or environmental indemnitor. Only the single purpose entity borrower is liable for non-recourse carve-outs. The Mortgaged Property is covered against certain environmental matters by a pollution legal liability-type environmental insurance policy issued by Chartis Specialty Insurance Company (a member company of American International Group Inc.) with limits of $20 million per incident and $40 million in the aggregate, subject to a $50,000 deductible. American International Group Inc. has an S&P rating of “BBB+”. The policy period ends September 15, 2018. Upon expiration of the existing policy, the loan documents require the borrower to provide a replacement policy, issued by an

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insurer having an minimum A.M. Best’s rating of “A-/VIII” that is maintained and renewed annually with a combined single limit of $5 million and a deductible no greater than $100,000.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as 222 Second Street, representing approximately 9.1% of the Initial Pool Balance, the Mortgage Loan documents do not require a non-recourse carve-out guarantor or environmental indemnitor. Only the single purpose entity borrower is liable for non-recourse carve-outs and environmental indemnification obligations. The Mortgaged Property is covered against certain environmental matters by a pollution legal liability-type environmental insurance policy issued by Illinois Union Insurance Company, with limits of $25 million per incident and $25 million in the aggregate. Illinois Union Insurance Company has an S&P rating of “AA” and an AM Best rating of “A++XV”. The policy period ends May 31, 2019.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as University Center Chicago, representing approximately 7.1% of the Initial Pool Balance, only the single purpose entity borrower (University Center Property LLC) is liable for customary carve-outs. No minimum net worth or liquidity was required under the Mortgage Loan documents. The Cut-Off Date LTV Ratio is 59.3% for the Mortgage Loan and the loan documents require hard/upfront cash management. A Phase I ESA was obtained in connection with loan origination that indicates no REC’s, controlled REC’s or historical REC’s requiring action.

● With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A-1 to this prospectus as Corporate Woods Portfolio, representing approximately 5.8% of the Initial Pool Balance, the related environmental indemnity provides that the indemnitor will not have any indemnification obligations or liabilities under the environmental indemnity, provided that a Qualified Environmental Policy has been delivered to the lender. A “Qualified Environmental Policy” means (I) (i) an environmental insurance policy by Steadfast Insurance Company (Zurich), (or such renewal policy) with coverage amount of no less than $5,000,000 per incident and in the aggregate, a deductible no higher than $25,000, in substantially the same form and coverages as the policy delivered to the lender as of the loan closing date, or (ii) an environmental insurance policy reasonably approved by the lender, and (II) any such Qualified Environmental Policy names the original lenders and their successors and assigns as the “named insured” or an “additional insured” by an additional insured/mortgagee assignment endorsement. However, the lender may immediately seek claims under the environmental indemnity against the indemnitor upon the earlier to occur of (i) the expiration or termination of any Qualified Environmental Policy, (ii) any environmental policy delivered to the lender failing to satisfy the conditions of a “Qualified Environmental Policy,” (iii) any insurer declining coverage for a claim made by the lender pursuant to such Qualified Environmental Policy, (iv) any insurer accepting its obligations to cover a claim made by the lender pursuant to such Qualified Environmental Policy, but failing to pay such insurance proceeds to the indemnitor in the ordinary course of business, and (v) any such insurance proceeds received by the lender under such Qualified Environmental Policy failing to cover any and all losses of the lender (in which event the indemnitor is liable solely to the extent of any deficiency), in each case, solely to the extent any remaining Qualified

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Environmental Policy as to which items (i) through (v) above do apply would not cover any such losses.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as The Churchill, representing approximately 4.0% of the Initial Pool Balance, the Mortgaged Property is a residential cooperative, and the Mortgage Loan documents do not require a non-recourse carve-out guarantor or environmental indemnitor. Only the single purpose entity borrower is liable for non-recourse carve-outs.

● With respect to the Mortgage Loans secured by residential cooperative properties sold to the depositor by National Cooperative Bank, N.A., such Mortgage Loans are generally full recourse to the related borrower but do not have separate guarantors for non-recourse carveouts or separate environmental guarantors.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as US Storage Plano TX, representing approximately 0.6% of the Initial Pool Balance, the related borrower is comprised of 3 limited liability companies as tenants-in-common: a majority borrower with an approximately 86% interest in the Mortgaged Property and two minority borrowers each with an approximately 7% ownership interest in the Mortgaged Property. Borrower principals with ownership interests in the majority borrower are indemnitors under the environmental indemnity agreement and guarantors under the non-recourse carve-out guaranty (with liabilities relating to all three borrower entities). The minority borrowers both have individuals as sole members, and such sole members are not party to the environmental indemnity agreement and only guaranty non-recourse carve-out liabilities arising from the related borrower entity.

In addition, there may be impediments and/or difficulties in enforcing some or all of the non-recourse carveout liability obligations of individual guarantors depending on the domicile or citizenship of the guarantor. For example, with respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as 8532 Melrose Avenue, representing approximately 1.2% of the Initial Pool Balance, the non-recourse carveout guarantor, Third Point Opportunities Master Fund L.P., is a Cayman Islands entity. In addition, with respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Edgewater Place, representing approximately 0.6% of the Initial Pool Balance, the non-recourse carveout guarantors consist of three entities, two of which are British Virgin Islands entities, and the principals of the borrower are not United States citizens.

See “Risk Factors—Risks Relating to the Mortgage Loans—Mortgage Loans Are Non-Recourse and Are Not Insured or Guaranteed”. See also representation and warranty no. 28 on Annex D-1 and the exceptions thereto on Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D-1).

Real Estate and Other Tax Considerations

Below are descriptions of real estate tax matters relating to certain Mortgaged Properties.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Moffett Place B4, representing approximately 2.6% of the Initial Pool Balance, the Mortgaged Property does not yet have a separate tax parcel, and common areas from the larger project are currently included within the

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Mortgaged Property’s tax parcel. No separate tax parcel endorsement was obtained at origination, but the title insurer is committed to issue the endorsement when separate assessor parcel number is issued for the Mortgaged Property. The tax reserve was sized on the future, separate tax parcel (the common areas were excluded).

Certain risks relating to real estate taxes regarding the Mortgaged Properties or the borrowers are described in “Risk Factors—Risks Relating to the Mortgage Loans—Increases in Real Estate Taxes May Reduce Available Funds”.

Delinquency Information

As of the Cut-off Date, none of the Mortgage Loans will be 30 days or more delinquent and none of the Mortgage Loans have been 30 days or more delinquent since origination. A Mortgage Loan will be treated as 30 days delinquent if the scheduled payment for a due date is not received from the related borrower by the immediately following due date.

Certain Terms of the Mortgage Loans

Amortization of Principal

The Mortgage Loans provide for one or more of the following:

Twenty-one (21) Mortgage Loans, representing approximately 40.2% of the Initial Pool Balance, provide for interest-only payments for the entire term to stated maturity, with no scheduled amortization prior to that date.

Thirty (30) Mortgage Loans, representing approximately 27.5% of the Initial Pool Balance, require monthly payments of interest and principal based on amortization schedules significantly longer than the remaining term to stated maturity.

Thirteen (13) Mortgage Loans, representing approximately 23.2% of the Initial Pool Balance, provide for an initial interest-only period that expires between 24 and 60 months following the related origination date and thereafter require monthly payments of principal and interest based on amortization schedules significantly longer than the remaining term to stated maturity.

One (1) Mortgage Loan, representing approximately 9.1% of the Initial Pool Balance, provides monthly payments of interest-only through the Anticipated Repayment Date; provided that if such Mortgage Loan is outstanding from and after an Anticipated Repayment Date occurring approximately 10 years following the related origination date, interest will accrue at the related Revised Rate.

Amortization Type	Number of Mortgage Loans		Aggregate Cut-off Date Balance ($)		Approx. % of Initial Pool Balance (%)
Interest-only, Balloon		21	$	488,205,000		40.2%
Amortizing Balloon		30		333,826,809		27.5
Interest-only, Amortizing Balloon		13		281,783,117		23.2
Interest-only, ARD		1		110,000,000		9.1
Total		65	$	1,213,814,926		100.0%

Information regarding the scheduled amortization characteristics of each Mortgage Loan is set forth on Annex A-1 to this prospectus and the footnotes thereto. The amortization

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schedule for the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Moffett Place B4 is set forth on Annex A-4 to this prospectus.

Due Dates; Mortgage Rates; Calculations of Interest

Subject in some cases to a next business day convention, all of the Mortgage Loans have due dates upon which scheduled payments of principal, interest or both are required to be made by the related borrower under the related Mortgage Note (each such date, a “Due Date”) that occur as described in the following table:

Overview of Due Dates

Due Date	Number of Mortgage Loans		Aggregate Cut-off Date Balance		Approx. % of Initial Pool Balance (%)
1		48	$	562,738,766		46.4%
6		2		102,375,000		8.4
9		1		111,900,000		9.2
10		1		110,000,000		9.1
11		13		326,801,161		26.9
Total		65	$	1,213,814,926		100.0%

The Mortgage Loans have grace periods as set forth in the following table:

Overview of Grace Periods

Grace Period Default (Days)	Number of Mortgage Loans		Aggregate Cut-off Date Balance		Approx. % of Initial Pool Balance
0(1)		21	$	810,070,797		66.7%
4		12		83,064,392		6.8
5		14		254,952,536		21.0
10		18		65,727,201		5.4
Total		65	$	1,213,814,926		100.0%

(1) Includes the Mortgage Loans securing the Mortgaged Properties identified on Annex A-1 to this prospectus as General Motors Building and Mall of Louisiana, representing approximately 14.6% of the Initial Pool Balance, each of which has a two-business day grace period for any monthly payment of principal and interest due, provided the two-business day grace period may only be used once during any twelve month period during the term of the Mortgage Loan.

As used in this prospectus, “grace period” is the number of days before a payment default is an event of default under the terms of each Mortgage Loan. See Annex A-1 for information on the number of days before late payment charges are due under the Mortgage Loans. The information on Annex A-1 regarding the number of days before a late payment charge is due is based on the express terms of the Mortgage Loans. Some jurisdictions may impose a statutorily longer period.

All of the Mortgage Loans are secured by first liens on, or security interests in fee simple, and/or leasehold or a similar interest in the related Mortgaged Properties, subject to the permitted exceptions reflected in the related title insurance policy. All of the Mortgage Loans bear fixed interest rates.

All of the Mortgage Loans accrue interest on the basis of the actual number of days in a month, assuming a 360-day year (“Actual/360 Basis”).

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ARD Loans

One (1) Mortgage Loan securing the Mortgaged Property identified on Annex A-1 to this prospectus as 222 Second Street (the “ARD Loan”), representing approximately 9.1% of the Initial Pool Balance, provides that, after a certain date (the “Anticipated Repayment Date”), if the related borrower has not prepaid the related ARD Loan in full, any principal outstanding on that date will accrue interest at an increased interest rate (the “Revised Rate”) rather than the stated Mortgage Rate (the “Initial Rate”). See Annex A-1 for the Anticipated Repayment Date and the Revised Rate for the ARD Loan.

The ARD Loan is interest-only; consequently, the repayment of the ARD Loan in full on its Anticipated Repayment Date would require a substantial payment of principal on that date (except to the extent that the ARD Loan is repaid prior thereto). The ARD provisions described above, to the extent applicable, may result in an incentive for the borrower to repay the ARD Loan on or before its Anticipated Repayment Date but the borrower will have no obligation to do so. We make no statement regarding the likelihood that the ARD Loan will be repaid on its Anticipated Repayment Date.

After its Anticipated Repayment Date, the ARD Loan further requires that all cash flow available from the related Mortgaged Property after payment of the monthly debt service payments required under the terms of the related Mortgage Loan documents and all escrows and property expenses required under the related Mortgage Loan documents be used to accelerate amortization of principal (without payment of any Yield Maintenance Charge or Prepayment Premium) on the ARD Loan. While interest at the Initial Rate continues to accrue and be payable on a current basis on an ARD Loan after its Anticipated Repayment Date, the payment of Excess Interest, to the extent actually collected, will be deferred and will be required to be paid, only after the outstanding principal balance of the ARD Loan has been paid in full, at which time the Excess Interest will be paid to the holders of the Class V certificates and the RR Interest. See “Risk Factors—Risks Relating to the Mortgage Loans—Risks of Anticipated Repayment Date Loans”.

Single Purpose Entity Covenants

With respect to the Mortgage Loans secured by residential cooperative properties, including the Mortgaged Properties identified on Annex A-1 to this prospectus as The Churchill, Park Lane South Owners, Inc. , Artist Building at 300 Summer Cooperative Corporation, 38 - 50 West 9th Street Corp., 55 Monroe Boulevard Owners Corp., 2199 Holland Avenue Apartment Corp. F/K/A Powers Equities, Inc., West 24th Owners Corp., 590 East 3rd Street Owners Corp., 71 Grace Avenue Owners Corp., Riverbank South Owners Corp. a/k/a River Bank South Owners Corp., 100 Randall Avenue Owners Corp., 2680 Apt Inc., 36 Pondfield Road West Owners, Inc., Seventy-Eight Tenants Corporation, 67-40 Yellowstone Blvd. Owners Corp., 230 Central Avenue Owners Corp., Lancaster Owners, Incorporated, 2021 84th St. Owners Corp. and 240 Prospect Pl. Apt. Corp., representing approximately 9.5% of the Initial Pool Balance, with an aggregate Cut-off Date principal balance of $114,727,201, the related borrower does not have independent directors, no non-consolidation opinion was delivered in connection with the origination of the related Mortgage Loan, and the organizational documents of the related borrower do not contain single purpose entity covenants. See representation and warranty no. 33 on Annex D-1 and the exceptions thereto on Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D-1).

See “—Additional Indebtedness” and “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws” in this prospectus.

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Prepayment Protections and Certain Involuntary Prepayments and Voluntary Prepayments

All of the Mortgage Loans have a degree of voluntary prepayment protection in the form of defeasance or prepayment lockout provisions and/or yield maintenance provisions. Voluntary prepayments, if permitted, generally require the payment of a Yield Maintenance Charge or a Prepayment Premium unless the Mortgage Loan (or Whole Loan, if applicable) is prepaid within a specified period (ranging from approximately 4 to 7 months) up to and including the stated maturity date. See Annex A-1 and Annex A-2 for more information on the prepayment protections attributable to the Mortgage Loans on a loan-by-loan basis and a pool basis.

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as 411 East Wisconsin, representing approximately 3.1% of the Initial Pool Balance, during the period ending on (and including) the date that is the first anniversary of the origination date of such Mortgage Loan (which first anniversary date is June 29, 2018), the borrower is permitted to prepay the related Whole Loan in the amount of $24,712,500 in connection with the release of a release parcel at the Mortgaged Property. No yield maintenance premium, prepayment premium or other prepayment consideration is required in connection with such prepayment. See “—Releases; Partial Releases” below

Additionally, certain Mortgage Loans may provide that in the event of the exercise of a purchase option by a tenant or the sale of real property or the release of a portion of the Mortgaged Property, that the related Mortgage Loans may be prepaid in part prior to the expiration of a prepayment/defeasance lockout provision. See “—Releases; Partial Releases” below.

Generally, no Yield Maintenance Charge will be required for prepayments in connection with a casualty or condemnation, unless, in the case of most of the Mortgage Loans, an event of default has occurred and is continuing. See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions” in the prospectus. In addition, certain of the Mortgage Loans permit the related borrower, after a total or partial casualty or partial condemnation, to prepay the remaining principal balance of the Mortgage Loan or, if the affected Mortgaged Property is part of a portfolio, a property-specific release price (after application of the related insurance proceeds or condemnation award to pay the principal balance of the Mortgage Loan), which may not be accompanied by any prepayment consideration.

Certain of the Mortgage Loans are secured in part by letters of credit and/or cash reserves that in each such case:

● will be released to the related borrower upon satisfaction by the related borrower of certain performance related conditions, which may include, in some cases, meeting debt service coverage ratio levels and/or satisfying leasing conditions; and

● if not so released, may, at the discretion of the lender, prior to loan maturity (or earlier loan default or loan acceleration), be drawn on and/or applied to prepay the subject Mortgage Loan if such performance related conditions are not satisfied within specified time periods.

See Annex A-1 and Annex A-3 for more information on reserves relating to the largest 15 Mortgage Loans.

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With respect to the Mortgage Loans secured by residential cooperative properties sold to the depositor by National Cooperative Bank, N.A., which are described as being encumbered by subordinate mortgage liens under “—Additional Indebtedness—Other Secured Indebtedness—Additional Debt Financing For Mortgage Loans Secured by Residential Cooperatives”, each such Mortgage Loan is cross-defaulted with such subordinate mortgage lien(s) in the amounts described in this prospectus under “—Additional Indebtedness—Other Secured Indebtedness—Additional Debt Financing For Mortgage Loans Secured by Residential Cooperatives”. In each case, the subordinate lender is subject to a subordination agreement, which generally subordinates the subordinate lender’s rights and remedies to those of the lender under the Mortgage Loan; however, the subordinate lender is generally not subject to a standstill agreement. We cannot assure you that the foregoing circumstances, including with respect to the subordinate lender’s right to independently pursue a foreclosure action, will not result in a prepayment of the Mortgage Loan at a time when the applicable special servicer might otherwise have elected to modify the related Mortgage Loan or take other action with respect to the Mortgage Loan. In addition, we cannot assure you that foreclosure by the subordinate lender will not result in a material reduction in the liquidation proceeds that otherwise might have been realized by the applicable special servicer if such special servicer were able to elect a different course of action.

Voluntary Prepayments

As of origination, the following prepayment restrictions and defeasance provisions applied to the Mortgage Loans:

● Thirty-nine (39) of the Mortgage Loans, representing approximately 79.4% of the Initial Pool Balance, each prohibit voluntary principal prepayments during a specified period of time (each, a “Lock-out Period”) but permit the related borrower (after an initial period of at least two years following the date of initial issuance of the Offered Certificates) for a specified period to defease the related Mortgage Loan by pledging non-callable United States Treasury obligations and other non-callable government securities within the meaning of Section 2(a)(16) of the Investment Company Act, as amended (“Government Securities”) that provide for payment on or prior to each Due Date through and including the maturity date or Anticipated Repayment Date, as applicable (or, in some cases, such earlier Due Date on which the Mortgage Loan becomes freely prepayable), of amounts at least equal to the amounts that would have been payable or outstanding, as applicable, on those dates under the terms of the subject Mortgage Loan and obtaining the release of the related Mortgaged Property from the lien of the related mortgage, and thereafter such Mortgage Loan is freely prepayable. Such Mortgage Loans include the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as 411 East Wisconsin, representing approximately 3.1% of the Initial Pool Balance, as to which, during the period ending on (and including) the date that is the first anniversary of the origination date of such Mortgage Loan (which first anniversary date is June 29, 2018), the borrower is permitted to prepay the related Whole Loan in the amount of $24,712,500 in connection with the release of a release parcel at the Mortgaged Property. No yield maintenance premium, prepayment premium or other prepayment consideration is required in connection with such prepayment.

● Six (6) of the Mortgage Loans, representing approximately 14.3% of the Initial Pool Balance, each prohibit voluntary principal prepayments during a Lock-out Period, and following such Lock-out Period, for a specified period of time, permit the related borrower to make voluntary principal prepayments upon the payment of the greater

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of a Yield Maintenance Charge or Prepayment Premium, and thereafter such Mortgage Loan is freely prepayable.

● Eighteen (18) Mortgage Loans representing approximately 5.4% of the Initial Pool Balance, permit the related borrower to make voluntary principal prepayments upon the payment of the greater of a Yield Maintenance Charge or a Prepayment Premium for a period and thereafter permit prepayment upon the payment of a Prepayment Premium for a period and thereafter such Mortgage Loan is freely prepayable.

● With respect to the Mortgaged Property identified on Annex A-1 to this prospectus as First Stamford Place, securing approximately 2.1% of the Initial Pool Balance, defeasance is permitted at any time after the end of the second year after REMIC start-up day for the last component note (the “REMIC Prohibition Period”). If, however, the REMIC Prohibition Period ends later than August 1, 2020, the borrower sponsor may, from August 2, 2020 until the REMIC Prohibition Period: (i) partially defease the First Stamford Place Whole Loan to the extent that the related promissory notes have been securitized more than 2 years prior to the closing of their respective securitizations, and (ii) partially prepay the balance of the First Stamford Place Whole Loan to the extent they have not been securitized for such time, together with a prepayment premium that is based on the greater of 1% of the outstanding balance or yield maintenance for the related amount.

● One (1) of the Mortgage Loans, representing approximately 0.5% of the Initial Pool Balance, permits the related borrower to make voluntary principal prepayments upon the payment of the greater of a Yield Maintenance Charge or Prepayment Premium for a specified period, and thereafter for a specified period, permits the related borrower to make voluntary principal prepayments upon the payment of the greater of a Yield Maintenance Charge or Prepayment Premium or to defease the related Mortgage Loan by pledging Government Securities that provide for payment on or prior to each Due Date through and including the maturity date (or, in some cases, such earlier Due Date on which the Mortgage Loan becomes freely prepayable), of amounts at least equal to the amounts that would have been payable on those dates under the terms of the subject Mortgage Loan and obtaining the release of the related mortgage, and thereafter such Mortgage Loan is freely prepayable.

● One (1) Mortgage Loan, representing approximately 0.4% of the Initial Pool Balance, permits voluntary principal prepayment upon the payment of the greater of a Yield Maintenance Charge or a Prepayment Premium and thereafter such Mortgage Loan is freely prepayable.

Prepayment restrictions for each Mortgage Loan reflect the entire life of the Mortgage Loan. Some Mortgage Loans may be sufficiently seasoned that their Lock-out Periods have expired. See Annex A-1, including the footnotes thereto, for individual prepayment restrictions and seasoning applicable to each Mortgage Loan.

The Mortgage Loans generally permit voluntary prepayment without payment of a Yield Maintenance Charge or any Prepayment Premium during a limited “open period” immediately prior to and including the stated maturity date, as follows:

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Prepayment Open Periods

Open Periods (Payments)	Number of Mortgage Loans		Approx. % of Initial Pool Balance
4-6(1)		55		58.9%
7		10		41.1
Total:		65		100.0%

⁽¹⁾ Includes the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as 411 East Wisconsin, representing approximately 3.1% of the Initial Pool Balance, as to which, during the period ending on (and including) the date that is the first anniversary of the origination date of such Mortgage Loan, the borrower is permitted to prepay a portion of the principal balance of the related Whole Loan in the amount of $24,712,500 (of which $9,885,000 would be allocated to the Mortgage Loan) in connection with the release of a release parcel at the Mortgaged Property. See “—Releases; Partial Releases” below

See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions”.

“Due-On-Sale” and “Due-On-Encumbrance” Provisions

The Mortgage Loans generally contain “due-on-sale” and “due-on-encumbrance” clauses, which in each case permits the holder of the Mortgage Loan to accelerate the maturity of the related Mortgage Loan if the related borrower sells or otherwise transfers or encumbers (subject to certain exceptions set forth in the Mortgage Loan documents) the related Mortgaged Property or a controlling interest in the borrower without the consent of the mortgagee (which, in some cases, may not be unreasonably withheld). Many of the Mortgage Loans place certain restrictions (subject to certain exceptions set forth in the Mortgage Loan documents) on the transfer and/or pledging of general partnership and managing member equity interests in a borrower such as specific percentage or control limitations. The terms of the mortgages generally permit, subject to certain limitations, affiliate, estate planning and family transfers, transfers at death, transfers of interest in a public company, the transfer or pledge of less than, or other than, a controlling portion of the partnership, members’ or other equity interests in a borrower, the transfer or pledge of passive equity interests in a borrower (such as limited partnership interests and non-managing member interests in a limited liability company) and transfers to persons specified in or satisfying qualification criteria set forth in the related Mortgage Loan documents. Certain of the Mortgage Loans do not restrict the pledging of direct or indirect ownership interests in the related borrower, but do restrict the transfer of ownership interests in the related borrower by imposing a specific percentage, a control limitation or requiring the consent of the mortgagee to any such transfer. Generally, the Mortgage Loans do not prohibit transfers of non-controlling interests so long as no change of control results or, with respect to Mortgage Loans to tenant-in-common borrowers, transfers to new tenant-in-common borrowers. Certain of the Mortgage Loans do not prohibit the pledge by direct or indirect owners of the related borrower of equity distributions that may be made from time to time by the borrower to its equity owners. Additionally, with respect to the Mortgage Loans included in the Trust that are secured by residential cooperative properties, the owners of cooperative units underlying the cooperative properties are permitted, generally without restriction, to sell such cooperative units (including such owner’s interest in the underlying borrower) and/or to obtain loans secured by a pledge of such owner’s interest in the underlying borrower.

Additionally, certain of the Mortgage Loans (excluding the Mortgage Loans secured by residential cooperative properties sold to the depositor by National Cooperative Bank, N.A.) provide that transfers of the Mortgaged Property are permitted if certain conditions are satisfied, which may include one or more of the following:

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● no event of default has occurred;

● the proposed transferee is creditworthy and has sufficient experience in the ownership and management of properties similar to the Mortgaged Property;

● a Rating Agency Confirmation has been obtained from each of the Rating Agencies;

● the transferee has executed and delivered an assumption agreement evidencing its agreement to abide by the terms of the Mortgage Loan together with legal opinions and title insurance endorsements; and

● the assumption fee has been received (which assumption fee will be paid as described under “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses”, but will in no event be paid to the Certificateholders); however, certain of the Mortgage Loans allow the borrower to sell or otherwise transfer the related Mortgaged Property a limited number of times without paying an assumption fee.

Transfers resulting from the foreclosure of a pledge of the collateral for a mezzanine loan (if any) will also result in a permitted transfer. See “—Additional Indebtedness” below.

In addition, with respect to the Mortgage Loans secured by residential cooperative properties sold to the depositor by National Cooperative Bank, N.A., the applicable master servicer will be permitted to waive the enforcement of “due-on-encumbrance” clauses to permit subordinate debt secured by the related mortgaged property subject to the satisfaction of various conditions and subject to certain parameters set forth in the PSA. With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as The Churchill, representing approximately 4.0% of the Initial Pool Balance, the related Mortgage Loan documents permit subordinate indebtedness under certain circumstances. See “—Additional Indebtedness—Other Secured Indebtedness—Additional Debt Financing For Mortgage Loans Secured by Residential Cooperatives”.

Defeasance

The terms of forty (40) of the Mortgage Loans (the “Defeasance Loans”), representing approximately 79.9% of the Initial Pool Balance, permit the applicable borrower at any time (provided that no event of default exists) after a specified period (the “Defeasance Lock-Out Period”) to obtain a release of a Mortgaged Property from the lien of the related Mortgage (a “Defeasance Option”) in connection with a defeasance. With respect to all of the Defeasance Loans, the Defeasance Lock-Out Period ends at least two years after the Closing Date.

Exercise of a Defeasance Option is also generally conditioned on, among other things, (a) the borrower providing the mortgagee with at least 30 days prior written notice of the date on which such defeasance will occur (such date, the “Release Date”), and (b) the borrower (A) paying on any Release Date (i) all accrued and unpaid interest on the principal balance of the Mortgage Loan (or, the related Whole Loan) up to and including the Release Date, (ii) all other sums (excluding scheduled interest or principal payments due following the Release Date), due under the Mortgage Loan (or Whole Loan, if applicable) and under all other Mortgage Loan documents executed in connection with the Defeasance Option, (iii) an amount (the “Defeasance Deposit”) that will be sufficient to (x) purchase non-callable obligations of, or backed by the full faith and credit of, the United States of America or, in certain cases, other “government securities” (within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 and otherwise satisfying REMIC

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requirements for defeasance collateral), that provide payments (1) on or prior to, but as close as possible to, all successive scheduled due dates occurring during the period from the Release Date to the related maturity date or Anticipated Repayment Date (or to the first day of the open period for such Mortgage Loan) (or Whole Loan, if applicable) and (2) in amounts equal to the scheduled payments due on such due dates under the Mortgage Loan (or Whole Loan, if applicable), or under the defeased portion of the Mortgage Loan (or Whole Loan, if applicable) in the case of a partial defeasance, including in the case of a Mortgage Loan with a balloon payment due at maturity or anticipated to be paid on the related Anticipated Repayment Date, the related balloon payment (provided that in certain cases the related borrower is obligated to purchase the foregoing securities directly, rather than to provide a Defeasance Deposit), and (y) pay any costs and expenses incurred in connection with the purchase of such government securities, and (B) delivering a security agreement granting the issuing entity a first priority lien on the Defeasance Deposit and, in certain cases, the government securities purchased with the Defeasance Deposit and an opinion of counsel to such effect. See “Risk Factors—Other Risks Relating to the Certificates—Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded”. See representation and warranty no. 34 in Annex D-1 and the exceptions thereto on Annex D-2 (subject to the limitations and qualifications set forth in the preamble to Annex D-1).

For additional information on Mortgage Loans that permit partial defeasance, see “—Releases; Partial Releases” below.

In general, if consistent with the related Mortgage Loan documents, a successor borrower established, designated or approved by the applicable master servicer will assume the obligations of the related borrower exercising a Defeasance Option and the borrower will be relieved of its obligations under the Mortgage Loan. If a Mortgage Loan (or Whole Loan, if applicable) is partially defeased, if consistent with the related Mortgage Loan documents, generally the related promissory note will be split and only the defeased portion of the borrower’s obligations will be transferred to the successor borrower.

Releases; Partial Releases

The Mortgage Loans described below permit the release of one or more of the Mortgaged Properties or a portion of a single Mortgaged Property in connection with a partial defeasance, a partial prepayment or a partial substitution, subject to the satisfaction of certain specified conditions, including the REMIC requirements. Additionally, certain Mortgage Loans permit the addition of real property to the Mortgage Loan collateral.

● With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A-1 to this prospectus as Corporate Woods Portfolio, representing approximately 5.8% of the Initial Pool Balance, the Mortgaged Properties consist of 15 office buildings and one retail building, each of which constitutes a separately releasable Mortgaged Property under the related Whole Loan documents, which separate release is conditioned upon defeasance (or during the open prepayment period, prepayment) of a release price equal to the greater of (x) 120% of the allocated loan amount of such individual Mortgaged Property and (y) 95% of the net sale proceeds of such individual Mortgaged Property, and satisfaction of the following conditions, among others: (i) the loan-to-value ratio of the remaining Mortgaged Properties following such release does not exceed the lesser of (x) 74% or (y) the loan-to-value ratio immediately prior to the release, (ii) the debt service coverage ratio of the remaining Mortgaged Properties following such release

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equals or exceeds the greater of (x) 1.40x and (y) the debt service coverage ratio immediately prior to the release, (iii) the debt yield of the remaining Mortgaged Properties following such release equals or exceeds the greater of (x) 9.0% and (y) the debt yield immediately prior to the release, (iv) delivery of a reciprocal easement agreement reasonably acceptable to the lender, providing access, parking, utility and other customary easements, (v) compliance with applicable legal and zoning requirements, leases and covenants, (vi) the release parcel must constitute a separate tax parcel and (vii) the release must be permitted under REMIC requirements and lender must receive a legal opinion to such effect.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Mall of Louisiana, representing approximately 5.4% of the Initial Pool Balance, the Mortgage Loan documents permit certain partial releases, collateral substitutions and additions of collateral, as follows.

The related borrower may acquire one or more expansion parcels (whereupon any such expansion parcel will, for purposes of this paragraph and the next paragraph, become an “Acquired Expansion Parcel”), provided, among other conditions, that the following are satisfied: (i) no event of default has occurred and is continuing under the Mortgage Loan documents; (ii) the related borrower acquires fee simple or leasehold interest in the expansion parcel and spreads the related Mortgage Loan documents to include the expansion parcel as collateral; (iii) certain diligence is performed, including receipt of a title policy or endorsement, confirmation that the expansion parcel is its own tax lot and, except under the circumstances provided for in the related Mortgage Loan documents, receipt of a Phase I environmental report or property condition report with respect to the expansion parcel; and (iv) at the request of the lender, the related borrower delivers a REMIC opinion.

The related borrower may obtain the release of (i) any vacant, unimproved, non-income producing parcel (including an “air rights” parcel) or outlot, (ii) any Acquired Expansion Parcel or (iii) the portion of the Mall of Louisiana Mortgaged Property subject to the extension and/or widening of Picardy Street by the City of Baton Rouge, in each case, in connection with a transfer to a person other than a person owned or controlled by the related borrower, provided, among other conditions, that the following are satisfied: (1) no event of default has occurred and is continuing under the related Mortgage Loan documents; (2) as it relates to any parcel release other than an Acquired Expansion Parcel release, the lender receives (a) evidence that the parcel is not necessary for the operation or use of the Mortgaged Property and that such parcel may be readily separated from the Mortgaged Property without material diminution of the value of the Mortgaged Property and (b) a rating agency confirmation; (3) as it relates to the release of an Acquired Expansion Parcel, the lender receives from the related borrower an officer’s certificate to the effect that (a) during the time that the Acquired Expansion Parcel was a part of the Mortgaged Property, any tenants that were relocated to the Acquired Expansion Parcel from other areas of the Mortgaged Property have been replaced with tenants of comparable credit quality and paying equal or better rent than the relocated tenants, (b) to the extent existing tenants are proposed to be relocated to the Acquired Expansion Parcel after its release, the related borrower has entered into fully executed replacement leases with replacement tenants of comparable credit quality and on rental terms equal or better than the existing tenant, and (c) the release of the Acquired Expansion Parcel does not have a material adverse effect on the use or value of the Mortgaged Property, the enforcement of the Mortgage Loan documents, or the related borrower’s ability to repay the Whole Loan; (4) the loan-to-value ratio

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for the remaining Mortgaged Property is less than or equal to 125%, provided that the related borrower may prepay the Mall of Louisiana Whole Loan and pay the associated yield maintenance premium in order to meet the required loan-to-value ratio; and (5) at the request of the lender, a REMIC opinion is delivered.

In addition, the related borrower may obtain the release of a vacant, unimproved, non-income producing parcel in connection with a transfer to a person other than the related borrower, provided, among other conditions that the following are satisfied: (i) no event of default has occurred and is continuing under the Mortgage Loan documents; (ii) simultaneous with the release, the related borrower acquires, and encumbers as collateral for the Mall of Louisiana Whole Loan, a substitute parcel at or adjacent to the Mortgaged Property of reasonably equivalent value to the release parcel; (iii) a rating agency confirmation is obtained; (iv) certain diligence is performed, including receipt of a title policy or endorsement, confirmation that the release parcel and the substitute parcel are each its own tax lot and, except under the circumstances provided for in the related Mortgage Loan Documents, receipt of a Phase I environmental report or property condition report with respect to the substitute parcel; and (v) the loan-to-value ratio immediately after the substitution is less than or equal to 125%, provided that the related borrower may prepay the Mall of Louisiana Whole Loan and pay the associated yield maintenance premium in order to meet the required loan-to-value ratio.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Overlook at King of Prussia, representing approximately 3.4% of the Initial Pool Balance, following the prepayment lockout period, the Mortgage Loan documents permit the partial release without additional release consideration (other than certain transaction costs) of two, currently unimproved portions of the Mortgaged Property subject to certain conditions, including: (i) if a cash trap event period exists caused solely by the 7.75% debt yield trigger, the borrower sponsor is required to deposit into an excess cash flow reserve the difference between the net sales proceeds and 110% of the allocated loan amount for the applicable parcel; (ii) the post-release debt yield for the remaining property has a debt yield not less than the greater of 11.1% or the pre-release debt yield, and (iii) the post-release LTV is not greater than the lesser of 52.8% or the pre-release LTV, provided that if either of such tests are not satisfied the borrower sponsor may make a prepayment on the Mortgage Loan sufficient to satisfy such test, together with the applicable yield maintenance premium.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as 411 East Wisconsin, representing approximately 3.1% of the Initial Pool Balance, the Mortgaged Property is comprised of an office building, an attached next-door eight-story parking garage and another six-story parking garage located across the street from the office building and connected to the first parking garage by an overhead walkway. During the period ending on (and including) the first anniversary of the loan origination date (which first anniversary date is June 29, 2018), provided no event of default is continuing under the related Mortgage Loan, the borrower is permitted to obtain the release of a release parcel consisting of both of the parking garages, upon prepayment of the related Whole Loan in the amount of $24,712,500 and satisfaction of the following conditions, among others: (i) the loan-to-value ratio of the remaining Mortgaged Property following such release does not exceed the lesser of (x) 70.5% or (y) the loan-to-value ratio immediately prior to the release, (ii) the debt service coverage ratio of the remaining Mortgaged Property following such release exceeds the greater of (x)

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1.44x and (y) the debt service coverage ratio immediately prior to the release, (iii) the debt yield of the remaining Mortgaged Property following such release exceeds the greater of (x) 8.41% and (y) the debt yield immediately prior to the release, (iv) delivery of a reciprocal easement agreement or similar instrument reasonably acceptable to the lender, providing mutual ingress, egress, parking and utility easements and otherwise containing certain covenants and restrictions providing for the harmonious development and operation of the Mortgaged Property and the release parcel to the extent reasonably necessary to the continued operation thereof, (v) compliance with applicable legal and zoning requirements, leases (including parking requirements therein) and covenants, (vi) the release parcel must constitute a separate tax parcel or all documentation required for the creation of such separate tax parcel has been submitted to the applicable governmental authority and the issuance thereof is simply an administrative matter; provided, however, that the lender may continue to reserve taxes for the release parcel until such time as evidence is received that the release parcel is being assessed separately and (vii) receipt of a legal opinion that such release will not endanger the status of the issuing entity as a REMIC, result in the imposition of a tax upon the issuing entity or its assets or transactions or cause the related Whole Loan to fail to satisfy REMIC requirements. No yield maintenance premium, prepayment premium or other prepayment consideration is required in connection with the prepayment made in connection with release of the release parcel.

Furthermore, some of the Mortgage Loans permit the release or substitution of specified parcels of real estate or improvements that secure the Mortgage Loans but were not assigned any material value or considered a source of any material cash flow for purposes of determining the related Appraised Value or Underwritten Net Cash Flow or considered material to the use or operation of the property or permit the general right to release as yet unidentified parcels if they are non-income producing so long as such release does not materially adversely affect the use or value of the remaining property, among other things. Such real estate may be permitted to be released, subject to certain REMIC rules, without payment of a release price and consequent reduction of the principal balance of the subject Mortgage Loan or substitution of additional collateral if zoning and other conditions are satisfied. We cannot assure you that the development of a release parcel, even if approved by the applicable special servicer as having no material adverse effect to the remaining property, may not for some period of time either disrupt operations or lessen the value of the remaining property.

See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions”.

Escrows

Forty-eight (48) of the Mortgage Loans, representing approximately 63.3% of the Initial Pool Balance, provide for monthly or upfront escrows to cover property taxes on the Mortgaged Properties.

Thirty-eight (38) of the Mortgage Loans, representing approximately 53.6% of the Initial Pool Balance, provide for monthly or upfront escrows to cover ongoing replacements and capital repairs.

Fifteen (15) of the Mortgage Loans, representing approximately 18.2% of the Initial Pool Balance, provide for monthly or upfront escrows to cover insurance premiums on the Mortgaged Properties.

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Sixteen (16) of the Mortgage Loans, representing approximately 36.0% of the portion of the Initial Pool Balance that is secured in whole or in part by office, retail, industrial and mixed use properties, provide for upfront or monthly escrows (or credit) for the full term or a portion of the term of the related Mortgage Loan to cover anticipated re-leasing costs, including tenant improvements and leasing commissions or other lease termination or occupancy issues. Such escrows are typically considered for office, retail, industrial and mixed use properties only.

Four (4) of the Mortgage Loans, representing approximately 5.1% of the Initial Pool Balance, provide for monthly or upfront escrows to cover planned capital expenditures or franchise-mandated property improvement plans.

One (1) of the Mortgage Loans, representing approximately 2.5% of the Initial Pool Balance, provide for monthly or upfront escrows to cover certain performance requirements.

In addition, in certain cases, the related borrower may not be required to maintain the escrows described above until the occurrence of a specified trigger.

Certain of the Mortgage Loans described above permit the related borrower to post a letter of credit or guaranty in lieu of maintaining cash reserves. For example, as among the 15 largest Mortgage Loans:

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as General Motors Building, representing approximately 9.2% of the Initial Pool Balance, in connection with the origination of the Whole Loan, the related guarantor delivered (i) a guaranty in the amount of $107,946,183 in lieu of making a deposit in such amount into the outstanding TI/LC reserve and (ii) a guaranty in the amount of $161,161,013 in lieu of making a deposit in such amount into a reserve for gap and/or free rent. In addition, the borrower is entitled to provide a guaranty in lieu of a reserve in order to avoid a cash management trigger event, to cover alterations in excess of a threshold amount, and for other purposes.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as 222 Second Street, representing approximately 9.1% of the Initial Pool Balance, the Mortgage Loan documents permit the borrower to post a letter of credit in lieu of maintaining cash reserves for taxes, insurance premiums, replacements, tenant improvements and leasing costs, avoid a cash management trigger event, pre-approved alterations and downtime rent.

● With respect to the Mortgaged Property identified on Annex A-1 to this prospectus as Mall of Louisiana, representing approximately 5.4% of the Initial Pool Balance, Main Event, the third largest tenant, representing approximately 6.0% of the net rentable area, recently executed a lease for 46,900 square feet and is expected to take occupancy in August 2018. In lieu of establishing cash reserves for such amounts, the non-recourse carve-out guarantor provided a guaranty of payment with respect to unfunded tenant allowances ($3,986,500), landlord work ($3,067,797) and 15 months of gap rent ($1,465,625) with respect to Main Event.

Many of the Mortgage Loans provide for other escrows and reserves, including, in certain cases, reserves for debt service, operating expenses, vacancies at the related Mortgaged

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Property and other shortfalls or reserves to be released under circumstances described in the related Mortgage Loan documents.

See footnotes to Annex A-1 for more information regarding escrows under the Mortgage Loan documents.

Mortgaged Property Accounts

Cash Management. The Mortgage Loan documents prescribe the manner in which the related borrowers are permitted to collect rents from tenants at each Mortgaged Property. The following table sets forth the account mechanics prescribed for the Mortgage Loans:

Cash Management Types

Type of Lockbox	Mortgage Loans		Aggregate Cut-off Date Balance of Mortgage Loans		Approx. % of Initial Pool Balance (%)
Hard/Springing Cash Management		10	$	482,445,196		39.7%
Springing		27		344,433,733		28.4
None		24		138,085,998		11.4
Soft/Springing Cash Management		2		131,500,000		10.8
Hard/Upfront Cash Management		2		117,350,000		9.7
Total		65	$	1,213,814,926		100.0%

The following is a description of the types of cash management provisions to which the borrowers under the Mortgage Loans are subject:

● Hard/Upfront Cash Management. The related borrower is required to instruct the tenants and other payors (including any third party property managers) to pay all rents and other revenue directly to a lockbox account controlled by the applicable servicer on behalf of the issuing entity. Funds are then swept into a cash management account controlled by the applicable servicer on behalf of the issuing entity and then applied by the applicable servicer in accordance with the related Mortgage Loan documents. This typically includes the payment of debt service and, in some cases, expenses at the related Mortgaged Property. Generally, excess funds may then be remitted to the related borrower.

● Hard/Springing Cash Management. The related borrower is required to instruct the tenants and other payors (including any third party property managers) to pay all rents and other revenue directly to a lockbox account controlled by the applicable servicer on behalf of the issuing entity. Until the occurrence of a “trigger” event, which typically includes an event of default under the Mortgage Loan documents, such funds are forwarded to an account controlled by the related borrower or are otherwise made available to the related borrower. From and after the occurrence of such a “trigger” event, only the portion of such funds remaining after the payment of current debt service, the funding of reserves and, in some cases, expenses at the related Mortgaged Property are to be forwarded or otherwise made available to the related borrower or, in some cases, maintained in an account controlled by the servicer as additional collateral for the loan until the “trigger” event ends or terminates in accordance with the loan documentation.

● Soft/Upfront Cash Management. Revenue from the related Mortgaged Property is generally paid by the tenants and other payors to the related borrower or the property manager. The related borrower or property manager, as applicable, then forwards such funds to a lockbox account controlled by the applicable servicer on behalf of the issuing entity. Funds are then swept into a cash management account

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controlled by the applicable servicer on behalf of the issuing entity and applied by the servicer in accordance with the related Mortgage Loan documents. This typically includes the payment of debt service and, in some cases, expenses at the related Mortgaged Property. Generally, excess funds may then be remitted to the related borrower.

● Soft/Springing Cash Management. Revenue from the related Mortgaged Property is generally paid by the tenants and other payors (including any third party property managers) to the related borrower or the property manager. The related borrower or property manager, as applicable, then forwards such funds to a lockbox account controlled by the applicable servicer on behalf of the issuing entity. Until the occurrence of a “trigger” event, which typically includes an event of default under the Mortgage Loan documents, such funds are forwarded to an account controlled by the related borrower or are otherwise made available to the related borrower. In some cases, upon the occurrence of such a “trigger” event, the Mortgage Loan documents will require the related borrower to instruct tenants and/or other payors to pay directly into an account controlled by the applicable servicer on behalf of the issuing entity. All funds held in such lockbox account controlled by the applicable servicer following such “trigger” event will be applied by the applicable servicer in accordance with the related Mortgage Loan documents. From and after the occurrence of such a trigger event, only the portion of such funds remaining after the payment of current debt service and, in some cases, expenses at the related Mortgaged Property are to be forwarded or otherwise made available to the related borrower.

● Springing. A lockbox account is established at origination or upon the occurrence of certain “trigger” events. Revenue from the related Mortgaged Property is generally paid by the tenants and other payors to the related borrower or property manager. The Mortgage Loan documents provide that, upon the occurrence of a “trigger” event, which typically includes an event of default under the Mortgage Loan documents, the related borrower would be required to instruct tenants to pay directly into such lockbox account or, if tenants are directed to pay to the related borrower or the property manager, the related borrower or property manager, as applicable, would then forward such funds to a lockbox account controlled by the applicable servicer on behalf of the issuing entity. Funds are then swept into a cash management account controlled by the servicer on behalf of the issuing entity and applied by the servicer in accordance with the related Mortgage Loan documents. This typically includes the payment of debt service and, in some cases, expenses at the related Mortgaged Property. Excess funds may then be remitted to the related borrower.

● None. Revenue from the related Mortgaged Property is paid to the related borrower and is not subject to a lockbox account as of the Closing Date, and no lockbox account is required to be established during the term of the related Mortgage Loan.

In connection with any hard lockbox cash management, income deposited directly into the related lockbox account may not include amounts paid in cash and/or checks that are paid directly to the related property manager, notwithstanding requirements to the contrary. Furthermore, with respect to certain multifamily and hospitality properties considered to have a hard lockbox, cash, checks and “over-the-counter” receipts may be deposited into the lockbox account by the property manager. Mortgage Loans whose terms call for the establishment of a lockbox account require that the amounts paid to the property manager will be deposited into the applicable lockbox account on a regular basis. Lockbox accounts will not be assets of the issuing entity. See the footnotes to Annex A-1 for more information regarding lockbox provisions for the Mortgage Loans.

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Exceptions to Underwriting Guidelines

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

Seven (7) Mortgage Loans, representing approximately 21.4% of the Initial Pool Balance, were originated by Wells Fargo Bank, National Association, Morgan Stanley Bank, N.A. and National Cooperative Bank, N.A. with exceptions to the underwriting guidelines as described in the following bullet points:

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as General Motors Building, representing approximately 9.2% of the Initial Pool Balance and as to which MSMCH is a mortgage loan seller, the related Whole Loan was co-originated by Morgan Stanley Bank with one or more exceptions to its underwriting guidelines and/or typical underwriting procedures. In calculating Underwritten Net Cash Flow (i) Morgan Stanley Bank included $17,100,676 in net upward mark to market adjustments to rent, based on the conclusion of market rents set forth in the related appraisal, and (ii) Morgan Stanley Bank included $4,516,553 in straight-line rents that are due after the maturity date of the Mortgage Loan. Under Morgan Stanley Bank’s guidelines and/or typical underwriting procedures, it would typically not include upward mark to market adjustments and would include rents that were straight-line only for the lesser of the loan term or lease term. The decision of MSMCH to include the Mortgage Loan in the transaction was based on the fact that based on net cash flow for 2016 (i.e., without giving effect to the inclusion of such mark to market rents or straight-line rents) the Mortgage Loan would have a net cash flow debt service coverage ratio of 2.96x, the Mortgage Loan (including the related Pari Passu Companion Loans) has a Cut-off Date LTV Ratio of 30.6% and the related Whole Loan has a Cut-off Date LTV Ratio of 47.9%, and that the leases as to which rent is straight-lined beyond the loan maturity date are to investment grade rated or institutional law firm tenants. Certain characteristics of the Mortgage Loan can be found in Annex A-1 to this prospectus. Based on the foregoing, MSMCH approved inclusion of the Mortgage Loan into this transaction.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as University Center Chicago, representing approximately 7.1% of the Initial Pool Balance, Blaze Fast Fire’d Pizza’s (new tenant) rent was included in the underwritten base rent; however, the tenant is not yet in occupancy and no gap rent reserve related to the tenant was collected at origination, which represents an exception to Wells Fargo Bank, National Association’s underwriting guidelines. Wells Fargo Bank, National Association’s decision to include the Mortgage Loan notwithstanding this exception was supported by the following: (a) the Cut-off Date LTV, U/W NCF DSCR and U/W NCF Debt Yield are 59.3%, 2.69x and 10.7%, respectively; and excluding the income attributed to Blaze Fast Fire’d Pizza, the Cut-off Date U/W NCF DSCR and U/W NCF Debt Yield would be 2.67x and 10.6%, respectively; (b) Blaze Fast Fire’d Pizza represents only 0.5% of the net rentable area and 0.5% of the U/W base rent at the Mortgaged Property and is expected to take occupancy and begin paying rent in April 2018; (c) the Mortgaged Property and Blaze Fast Fire’d Pizza benefits from its location on the ground floor of an 18-story student housing building containing 1,732 beds; (d) the sponsor

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established an upfront reserve of approximately $185,951 for outstanding tenant improvements and leasing costs associated with Blaze Fast Fire’d Pizza’s space; and (e) the senior leaders of the sponsor have more than 150 years of combined commercial real estate experience. In addition, certain characteristics of the Mortgage Loan can be found in Annex A-1 to this prospectus. Based on the foregoing, Wells Fargo Bank, National Association approved inclusion of the Mortgage Loan into this transaction.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Moffett Place B4, representing approximately 2.6% of the Initial Pool Balance, (i) the Mortgage Loan U/W NCF DSCR inclusive of in-place mezzanine debt ($98.0 million) is less than 1.20x (1.16x), and (ii) the underwritten base rent includes $1,624,221 in straight-line rent average through the tenant’s lease expiration, which occurs after the Mortgage Loan maturity date(instead of rent averaging through the Mortgage Loan maturity date), which each represent exceptions to the underwriting guidelines for Wells Fargo Bank, National Association. Wells Fargo Bank, National Association’s decision to include the Mortgage Loan notwithstanding these exceptions was supported by the following: (a) the Mortgaged Property is a newly constructed, Class A LEED Gold office building 100.0% leased to Google Inc. through November 2028 with two, seven-year lease extension options and no termination options; (b) Google Inc.’s parent company, Alphabet Inc., is rated Aa2 and AA+ by Moody’s and S&P, respectively; (c) the Cut-off Date LTV is 41.0% and including the mezzanine debt, the total debt Cut-off Date LTV is 72.7%; (d) the Cut-off Date U/W NCF DSCR and U/W NCF Debt Yield are 2.29x and 12.2%, respectively; and (X) excluding the income attributed to the straight-line rent average between loan maturity and initial lease maturity, the Cut-off Date U/W NCF DSCR and U/W NCF Debt Yield would be 2.25x and 12.0%, respectively; (Y) excluding all rent averaging, the in-place Cut-off Date U/W NCF DSCR and U/W NCF Debt Yield would be 2.05x and 10.9%, respectively; and (e) the sponsor, Joseph Paul, owns 21 buildings in Moffett Park totaling approximately 5.0 million square feet, has more than 42 years of commercial real estate experience and is the founder of Jay Paul Company, a privately-held real estate firm based in San Francisco, California that concentrates on the acquisition, development and management of commercial properties throughout California with a specific focus on creating high quality projects for leading technology firms including Apple, Google, Amazon, Motorola, Microsoft, Boeing, Philips Electronics, HP and DreamWorks. Certain characteristics of the Mortgage Loan can be found in Annex A-1 to this prospectus. Based on the foregoing, Wells Fargo Bank, National Association approved inclusion of the Mortgage Loan into this transaction.

● With respect to the Mortgage Loan secured by the Mortgaged Property, identified on Annex A-1 to this prospectus as HGI Memphis Wolfchase Galleria, representing approximately 1.1% of the Initial Pool Balance, the underwritten occupancy (82.4%) is greater than 80.0%, which represents an exception to Wells Fargo Bank, National Association’s underwriting guidelines. Wells Fargo Bank, National Association’s decision to include the Mortgage Loan notwithstanding this exception was supported by the following: (a) the Mortgage Loan has strong metrics with an U/W NOI Debt Yield of 13.9%, U/W NCF DSCR of 1.80x, a Cut-Off Date LTV Ratio and a balloon loan-to-value ratio of 69.8% and 51.9%, respectively, and amortizes on a 25-year schedule with no interest only period; (b) if the Mortgaged Property were underwritten to an 80.0% occupancy, the resulting U/W NOI Debt Yield and U/W NCF DSCR would be 13.2% and 1.70x, respectively; (c) the actual occupancy for the trailing 12-month period ending June 30, 2017 was 82.4%; (d) for the trailing 12-

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month period ending May 31, 2017, HGI Memphis Wolfchase Galleria reported occupancy, ADR and RevPAR penetration rates of 111.6%, 110.6% and 123.4%, respectively; (e) the Mortgaged Property is surrounded by numerous demand generators including the Memphis central business district, the Memphis International Airport, Ikea and Wolfchase Galleria Mall; and (f) the sponsors, Sangeeta Purohit; Visanji T. Gala and Jaya Gala, developed the Mortgaged Property and have more than 50 years of combined experience designing, constructing and operating hotels. In addition, certain characteristics of the Mortgage Loan can be found in Annex A-1 to this prospectus. Based on the foregoing, Wells Fargo Bank, National Association approved inclusion of the Mortgage Loan into this transaction.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Artist Building at 300 Summer Cooperative Corporation, representing approximately 0.8% of the Initial Pool Balance, the financial statements received from the related borrower are on a reviewed basis. National Cooperative Bank, N.A.’s underwriting criteria, as prescribed by the underwriting standards and procedures described under “Transaction Parties—The Sponsors and Mortgage Loan Sellers—National Cooperative Bank, N.A.”, requires audited financial statements for all loans greater than $5,000,000. National Cooperative Bank, N.A.’s decision to include such Mortgage Loan notwithstanding this exception was supported by the following considerations: (a) the Cut-off Date LTV Ratio and Coop – LTV as Rental are 23.9% and 26.7%, respectively, and (b) the U/W NCF DSCR and Cut-off Date U/W NCF Debt Yield are 2.40x and 14.8%, respectively. In addition, certain characteristics of the Mortgage Loan can be found in Annex A-1 to this prospectus. Based on the foregoing, National Cooperative Bank, N.A. approved the inclusion of the Mortgage Loan in this transaction.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as CVS Retail Plaza, representing approximately 0.4% of the Initial Pool Balance, the underwritten management fee (2.0%) is less than 3.0%, which represents an exception to the underwriting guidelines for Wells Fargo Bank, National Association. Wells Fargo Bank, National Association’s decision to include the Mortgage Loan notwithstanding this exception was supported by the following: (a) the Mortgaged Property is 51.7% leased to CVS Caremark (rated Baa1 and BBB+ by Moody’s and S&P, respectively) on a 20-year triple net lease term through August 2021; (b) the Cut-off Date LTV and U/W NCF DSCR is 60.3% and 2.57x, respectively; and if the Mortgage Loan underwriting utilized a 3.0% management fee, the U/W NCF DSCR would still be approximately 2.53x; (c) the Mortgaged Property is located in a dense area with a 2016 estimated population and average household income within a five-mile radius of the Mortgaged Property of 231,313 and $64,209, respectively; and (d) the guarantor, Jeff Jurow has more than 18 years of commercial real estate experience. Certain characteristics of the Mortgage Loan can be found in Annex A-1 to this prospectus. Based on the foregoing, Wells Fargo Bank, National Association approved inclusion of the Mortgage Loan into this transaction.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Lancaster Owners, Incorporated, representing approximately 0.1% of the Initial Pool Balance, the financial statements received from the related borrower are on a compiled basis. National Cooperative Bank, N.A.’s underwriting criteria, as prescribed by the underwriting standards and procedures described under “Transaction Parties—The Sponsors and Mortgage Loan Sellers—National Cooperative Bank, N.A.”, requires reviewed or audited financial

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statements for all loans between $1,000,000 and $5,000,000. National Cooperative Bank, N.A.’s decision to include such Mortgage Loan notwithstanding this exception was supported by the following considerations: (a) the Cut-off Date LTV Ratio and Coop – LTV as Rental are 6.7% and 9.6%, respectively, and (b) the U/W NCF DSCR and Cut-off Date U/W NCF Debt Yield are 9.92x and 54.8%, respectively. In addition, certain characteristics of the Mortgage Loan can be found in Annex A-1 to this prospectus. Based on the foregoing, National Cooperative Bank, N.A. approved the inclusion of the Mortgage Loan in this transaction.

Additional Indebtedness

General

The Mortgage Loans generally prohibit borrowers from incurring any additional debt secured by their Mortgaged Property without the consent of the lender. However:

● substantially all of the Mortgage Loans permit the related borrower to incur limited indebtedness in the ordinary course of business that is not secured by the related Mortgaged Property;

● the borrowers under certain of the Mortgage Loans have incurred and/or may incur in the future unsecured debt other than in the ordinary course of business;

● any borrower that is not required pursuant to the terms of the related Mortgage Loan documents to meet single-purpose entity criteria may not be restricted from incurring unsecured debt or mezzanine debt;

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

● although the Mortgage Loans generally place certain restrictions on incurring mezzanine debt by the pledging of general partnership and managing member equity interests in a borrower, such as specific percentage or control limitations, the terms of the Mortgage Loan documents generally permit, subject to certain limitations, the pledge of the limited partnership or non-managing membership equity interests in a borrower or less than a controlling interest of any other equity interests in a borrower;

● certain of the Mortgage Loans do not restrict the pledging of ownership interests in the borrower, but do restrict the transfer of ownership interests in a borrower by imposing limitations on transfer of control or a specific percentage of ownership interests;

● with respect to the Mortgage Loans secured by residential cooperative properties, the related borrower may have incurred, be permitted in the future to incur, or in the future be granted consent to incur, additional indebtedness secured by the related Mortgaged Property as further described in “Other Secured Indebtedness—Additional Debt Financing For Mortgage Loans Secured by Residential Cooperatives”; and

● with respect to the Mortgage Loans secured by residential cooperative properties, the owners of cooperative units underlying the residential cooperative properties are permitted, generally without restriction, to obtain loans secured by a pledge of such

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owner's interest in the respective cooperative units underlying the cooperative properties.

Whole Loans

Certain Mortgage Loans are subject to the rights of a related Companion Holder, as further described in “—The Whole Loans” below.

Mezzanine Indebtedness

Although the Mortgage Loans generally place certain restrictions on incurring mezzanine debt by the pledging of general partnership and managing member equity interests in a borrower, such as specific percentage or control limitations, the terms of the Mortgage Loan documents generally permit, subject to certain limitations, the pledge of less than a controlling portion of the equity interests in a borrower or the pledge of limited partnership or non-managing membership equity interests in a borrower. Certain Mortgage Loans described below permit the incurrence of mezzanine debt subject to satisfaction of certain conditions including a certain maximum combined loan-to-value ratio and/or a minimum combined debt service coverage ratio. Also, certain of the Mortgage Loans do not restrict the pledging of ownership interests in the related borrower, but do restrict the transfer of ownership interests in a borrower by imposing limitations on transfer of control or a specific percentage of ownership interests. In addition, in general, a borrower (or its direct or indirect owners) that does not meet single-purpose entity criteria may not be restricted in any way from incurring mezzanine debt.

As of the Cut-off Date, each sponsor has informed us that it is aware of the following existing mezzanine indebtedness with respect to the Mortgage Loans it is selling to the depositor:

Mortgage Loan Name	Mortgage Loan Cut-off Date Balance		Percentage of Initial Pool Balance		Mezzanine Debt Cut-off Date Balance		Companion Loan Cut-off Date Balance		Cut-off Date Total Debt Balance		Cut-off Date Wtd. Avg. Total Debt Interest Rate(1)		Cut-off Date Mortgage Loan LTV Ratio		Cut-off Date Total Debt LTV Ratio(1)		Cut-off Date Mortgage Loan Underwritten NCF DSCR		Cut-off Date Total Debt Underwritten NCF DSCR(1)
Moffett Place B4	$	31,750,000		2.6%	$	98,000,000	$	95,250,000	$	225,000,000		4.513%		41.0%		72.7%		2.29x		1.16x
First Stamford Place	$	25,000,000		2.1%	$	16,000,000	$	139,000,000	$	180,000,000		4.280%		57.5%		63.2%		2.71x		1.73x

⁽¹⁾ Calculated including the mezzanine debt and any subordinate debt. Cut-off Date Wtd. Avg. Total Debt Interest Rate is based on the interest rate of the related Mortgage Loan, any Companion Loans and the related mezzanine loan as of the Cut-off Date, and the Cut-off Date Total Debt Underwritten NCF DSCR is calculated based on such initial interest rates.

Each of the mezzanine loans related to the Mortgage Loan secured by the Mortgaged Property identified in the table above is subject to an intercreditor agreement between the holder of the related mezzanine loan and the related lender under the related Mortgage Loan that, in each case, sets forth the relative priorities between the related Mortgage Loan and the related mezzanine loan. Each intercreditor agreement provides, among other things, generally that (a) all payments due under the related mezzanine loan are subordinate after an event of default (taking into account the cure rights exercised by the mezzanine lender) under the related Mortgage Loan to any and all payments required to be made under the related Mortgage Loan (except for any payments from funds other than the mortgaged property or proceeds of any enforcement upon the mezzanine loan collateral and any mezzanine loan guarantees), (b) so long as there is no event of default under the related Mortgage Loan (taking into account the cure rights exercised by the mezzanine lender), the related mezzanine lender may accept payments on and prepayments of the related mezzanine loan; (c) the related mezzanine lender will have certain rights to receive notice of and cure defaults under the related Mortgage Loan prior to any acceleration or enforcement of the related Mortgage Loan, (d) the related mezzanine lender may amend or modify the related mezzanine loan in certain respects without the consent of the related

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mortgage lender, and the mortgage lender must obtain the mezzanine lender’s consent to amend or modify the Mortgage Loan in certain respects, (e) upon the occurrence of an event of default under the related mezzanine loan documents, the related mezzanine lender may foreclose upon the membership interests in the related Mortgage Loan borrower, which could result in a change of control with respect to the related Mortgage Loan borrower and a change in the management of the related Mortgaged Properties, (f) if the related Mortgage Loan is accelerated or, in some cases, becomes specially serviced or if a monetary or material non-monetary default occurs and continues for a specified period of time under the related Mortgage Loan or if the Mortgage Loan borrower becomes a debtor in a bankruptcy or if the related Mortgage Loan lender exercises any enforcement action under the related Mortgage Loan documents with respect to the related Mortgage Loan borrower or the related Mortgaged Properties, the related mezzanine lender has the right to purchase the related Mortgage Loan, in whole but not in part, for a price generally equal to the outstanding principal balance of the related Mortgage Loan, together with all accrued interest and other amounts due thereon, plus any advances made by the related Mortgage Loan lender or its servicer and any interest thereon plus, subject to certain limitations, any Liquidation Fees and Special Servicing Fees payable under the PSA, but generally excluding any late charges, default interest, exit fees, special maintenance charges payable in connection with a prepayment or Yield Maintenance Charges and Prepayment Premiums and (g) an event of default under the related Mortgage Loan will trigger an event of default under the mezzanine loan.

The Mortgage Loans generally place certain restrictions on the transfer and/or pledging of general partnership and managing member equity interests in a borrower such as specific percentage or control limitations as described under “—Certain Terms of the Mortgage Loans—‘Due-On-Sale’ and ‘Due-On-Encumbrance’ Provisions” above. Certain of the Mortgage Loans do not prohibit the pledge by direct or indirect owners of the related borrower of equity distributions that may be made from time to time by the borrower to its equity owners.

With respect to the Mortgage Loans listed in the following chart, the direct and indirect equity owners of the borrower are permitted to incur future mezzanine debt, subject to the satisfaction of conditions contained in the related Mortgage Loan documents, including, among other things, a combined maximum loan-to-value ratio, a combined minimum debt service coverage ratio and/or a combined minimum debt yield, as listed in the following chart and determined in accordance with the related Mortgage Loan documents:

Property Name	Loan Level Cut-off Date Balance		Loan Level Cut-off Date % Initial Pool Balance		Maximum Combined LTV(1)		Minimum Combined DSCR(1)	Minimum Combined DY(1)		Intercreditor Agreement Required(2)	Mortgage Lender Allowed to Require Rating Agency Confirmation(2)(3)
Metro Towne Center(4)	$	19,825,000		1.6%		65.0%	NAP		9.85%	Yes	Yes

⁽¹⁾ Debt service coverage ratios, loan-to-value ratios and debt yields are to be calculated in accordance with definitions set forth in the related Mortgage Loan documents. Except as otherwise noted in connection with a Mortgage Loan, the determination of the loan-to-value ratio must be, or may be required by the lender to be, based on a recent appraisal.

⁽²⁾ Indicates whether the conditions to the financing include (a) delivery of Rating Agency Confirmation that the proposed financing will not, in and of itself, result in the downgrade, withdrawal or qualification of then-current rating assigned to any class of certificates and/or (b) acceptability of any related intercreditor or mezzanine loan documents to the Rating Agencies.

⁽³⁾ If required under the PSA.

⁽⁴⁾ Permitted only in connection with a sale of the Mortgaged Property.

The specific rights of the related mezzanine lender with respect to any such future mezzanine loan will be specified in the related intercreditor agreement and may include cure

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rights and a default-related repurchase option. The intercreditor agreement required to be entered into in connection with any future mezzanine loan will either be substantially in the form attached to the related loan agreement or be on the lender’s then current form (subject to commercially reasonable changes), or be subject to receipt of a Rating Agency Confirmation or to the related lender’s approval. The direct and/or indirect owners of a borrower under a Mortgage Loan are also generally permitted to pledge their interest in such borrower as security for a mezzanine loan in circumstances where the ultimate transfer of such interest to the mezzanine lender would be a permitted transfer under the related Mortgage Loan documents.

Generally, upon a default under a mezzanine loan, subject to the terms of any applicable intercreditor or subordination agreement, the holder of the mezzanine loan would be entitled to foreclose upon the equity in the related borrower, which has been pledged to secure payment of such debt. Although this transfer of equity may not trigger the due-on-sale clause under the related Mortgage Loan, it could cause a change in control of the borrower and/or cause the obligor under the mezzanine loan to file for bankruptcy, which could negatively affect the operation of the related Mortgaged Property and the related borrower’s ability to make payments on the related Mortgage Loan in a timely manner.

The Mortgage Loans generally permit a pledge of the same direct and indirect ownership interests in any borrower that could be transferred without the lender consent. See “—Certain Terms of the Mortgage Loans—‘Due-on-Sale’ and ‘Due-on-Encumbrance’ Provisions” above.

Some of the Mortgage Loans permit certain affiliates of the related borrower to pledge their indirect ownership interests in the borrower including, but not limited to, pledges to an institutional lender providing a corporate line of credit or corporate credit facility as collateral for such corporate line of credit or corporate credit facility. In connection with those pledges, the Mortgage Loan documents for such Mortgage Loans may: (i) contain limitations on the amounts that such collateral may secure and prohibit foreclosure of such pledges unless such foreclosure would represent a transfer otherwise permitted under the Mortgage Loan documents but do not prohibit a change in control in the event of a permitted foreclosure; or (ii) require that such financing be secured by at least a certain number of assets other than such ownership interests in the related borrower.

See “Risk Factors—Risks Relating to the Mortgage Loans—Other Financings or Ability to Incur Other Indebtedness Entails Risk”.

Other Secured Indebtedness

General

The borrowers under some of the Mortgage Loans have incurred or are permitted to incur other secured subordinate debt subject to the terms of the related Mortgage Loan document or otherwise expressly permitted by applicable law. For example:

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Jacksonville - Doubletree, representing approximately 2.9% of the Initial Pool Balance, the Mortgage Loan documents may not prohibit the borrower from incurring Property Assessed Clean Energy (“PACE”) loans in connection with the related Mortgaged Property pursuant to Florida statue.

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The Mortgage Loans secured by residential cooperative properties permit cooperative unit loans that are secured by direct equity interests in the related borrower. See “Risk Factors—Risks Relating to the Mortgage Loans—Residential Cooperative Properties Have Special Risks” above and “—Additional Debt Financing For Mortgage Loans Secured by Residential Cooperatives” below.

Additional Debt Financing For Mortgage Loans Secured by Residential Cooperatives

With respect to Mortgage Loans secured by residential cooperative properties, many of the related borrowers have incurred additional indebtedness secured by the related Mortgaged Property. Such additional secured indebtedness in existence as of the Cut-off Date is expressly subordinate to the related Mortgage Loan and is described on Annex A-1. The following table presents certain information with respect to existing subordinate mortgage indebtedness encumbering residential cooperative properties securing the related Mortgage Loans.

Mortgage Loan Name	Mortgage Loan Cut-off Date Balance ($)	Non-Trust Mortgage Loan Maximum Balance Allowed ($)(1)	Non-Trust Mortgage Loan Balance as of 8/30/2017 ($)	Total Cut-off Date Debt Balance ($)(2)		Total Maximum Debt Balance ($)(3)		Total Maximum Debt LTV Ratio (%)(3)		Non-Trust Mortgage Loan Interest Rate	Total Maximum Debt U/W NCF DSCR(4)
38 - 50 West 9th Street Corp.	$6,700,000	$1,500,000	$0		6,700,000		8,200,000		8.1%	greater of 3.90% or 1MO LIBOR+3.50%		10.67x
55 Monroe Boulevard Owners Corp.	$5,192,710	$250,000	$0		5,192,710		5,442,710		17.5%	greater of 3.90% or 1MO LIBOR+3.75%		3.89x
West 24th Owners Corp.	$3,800,000	$250,000	$0		3,800,000		4,050,000		6.4%	greater of 3.90% or 1MO LIBOR+3.75%		9.07x
71 Grace Avenue Owners Corp.	$2,796,156	$200,000	$0		2,796,156		2,996,156		31.1%	greater of 3.90% or 1MO LIBOR+3.65%		3.01x
Riverbank South Owners Corp. a/k/a River Bank South Owners Corp.	$2,700,000	$500,000	$150,000		2,850,000		3,200,000		2.5%	greater of 3.90% or 1MO LIBOR+3.75%		30.24x
100 Randall Avenue Owners Corp.	$2,000,000	$250,000	$0		2,000,000		2,250,000		36.1%	greater of 3.90% or 1MO LIBOR+3.75%		3.67x
2680 Apt Inc.	$1,898,468	$200,000	$0		1,898,468		2,098,468		8.7%	greater of 3.90% or 1MO LIBOR+3.65%		12.06x
36 Pondfield Road West Owners, Inc.	$1,850,000	$750,000	$0		1,850,000		2,600,000		28.7%	greater of 3.90% or 1MO LIBOR+3.65%		4.76x
Seventy-Eight Tenants Corporation	$1,800,000	$250,000	$0		1,800,000		2,050,000		15.1%	greater of 3.90% or 1MO LIBOR+3.50%		5.49x
67-40 Yellowstone Blvd. Owners Corp.	$1,700,000	$500,000	$0		1,700,000		2,200,000		6.1%	greater of 3.90% or 1MO LIBOR+3.75%		14.16x
230 Central Avenue Owners Corp.	$1,700,000	$200,000	$0		1,700,000		1,900,000		29.0%	greater of 3.90% or 1MO LIBOR+3.75%		4.99x
Lancaster Owners, Incorporated	$1,500,000	$200,000	$0		1,500,000		1,700,000		7.6%	greater of 3.90% or 1MO LIBOR+3.65%		8.74x
2021 84th St. Owners Corp.	$1,400,000	$250,000	$0		1,400,000		1,650,000		10.5%	greater of 3.90% or 1MO LIBOR+3.75%		7.07x
240 Prospect Pl. Apt. Corp.	$800,000	$200,000	$0		800,000		1,000,000		13.4%	greater of 3.90% or 1MO LIBOR+3.75%		3.65x

⁽¹⁾ For Subordinate LOC non-trust mortgage loans, the Non-Trust Mortgage Loan Maximum Balance Allowed assumes that the non-trust mortgage loan has been fully advanced and the entire amount thereof is outstanding as of the Cut-off Date.

⁽²⁾ The Total Cut-off Date Debt Balance is calculated using the Cut-off Date principal balance of the Mortgage Loan and the actual outstanding balance of the non-trust mortgage loan(s) as of August 30, 2017.

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⁽³⁾ For Subordinate LOC non-trust mortgage loans, the Total Maximum Debt Balance and the Total Maximum Debt LTV Ratio are calculated (i) using the Cut-off Date principal balance of the Mortgage Loan and (ii) assuming that the corresponding non-trust mortgage loan has been fully advanced and the entire amount thereof is outstanding as the Cut-off Date.

⁽⁴⁾ For Subordinate LOC non-trust mortgage loans, the Total Maximum Debt U/W NCF DSCR is calculated (i) assuming that interest on the nontrust mortgage loan is accruing pursuant to the applicable loan document (with the applicable interest rate determined using LIBOR in effect as of August 30, 2017 and giving effect to any applicable interest rate floor), (ii) assuming that the non-trust mortgage loan has been fully advanced and the entire amount thereof is outstanding as of the Cut-off Date and (iii) assuming that any initial interest-only period for such non-trust mortgage loan has expired and the related borrower is required to make scheduled principal plus interest payments as set forth in the corresponding promissory note.

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as The Churchill, representing approximately 4.0% of the Initial Pool Balance, the borrower is permitted to incur additional subordinate indebtedness secured by the related Mortgaged Property, subject to the lender’s prior written consent (which may not be unreasonably withheld, conditioned or delayed), provided that certain conditions are satisfied, including but not limited to (i) the aggregate loan-to-value ratio with respect to the Mortgage Loan and such additional financing may not exceed 40% (determined, if prior to the third anniversary of the loan origination date, based on the appraisal of the Mortgaged Property delivered in connection with loan origination, and thereafter, based on an updated appraisal), (ii) the subordinate lender enters into a subordination and standstill agreement in form and substance reasonably acceptable to the lender, which provides that the subordinate debt is subordinate to the Mortgage Loan, that payments under such additional indebtedness may be made by the borrower only to the extent of “excess cash flow” available after payment of all amounts payable under the Mortgage Loan documents and all Mortgaged Property-level operating expenses, and that the subordinate lender may not exercise any remedies in connection with a default under the additional indebtedness so long as any portion of the Mortgage Loan remains outstanding; and (iii) such additional indebtedness shall have a maturity date that is either co-terminous with or extends beyond the term of the Mortgage Loan.

In addition, with respect to each of the Mortgage Loans sold by National Cooperative Bank, N.A. and secured by residential cooperative properties, the PSA permits the applicable master servicer to grant consent to additional subordinate financing secured by the related cooperative property (even if such subordinate financing is prohibited by the terms of the related Mortgage Loan documents), subject to the satisfaction of certain conditions, including that (i) the maximum combined loan-to-value ratio not exceed 40% (based on the Value Co-op Basis of the related Mortgaged Property as set forth in an updated appraisal obtained in connection with the proposed indebtedness), (ii) the aggregate of proposed and existing subordinate financing secured by the related Mortgaged Property must not exceed $7.5 million, (iii) the net proceeds of the subordinate debt must be used principally for funding capital expenditures, major repairs or reserves, (iv) the subordinate mortgage loan is not permitted to have a stated maturity date that is prior to the maturity date of the related Mortgage Loan if the subordinate mortgage loan is not fully amortizing and (v) National Cooperative Bank, N.A. or any affiliate thereof that originates (in accordance with its underwriting standards for such loans) the subordinate mortgage loan, executes and delivers to the custodian (on behalf of the trustee) for inclusion in the Mortgage File an intercreditor and subordination agreement with respect to such subordinate mortgage. “Value Co-op Basis” means, with respect to any residential cooperative property securing a Mortgage Loan, the value estimate reflected in the most recent appraisal obtained by or otherwise in the possession of the applicable master servicer determined as if the related Mortgaged Property is operated as a residential cooperative; in general, such value equals the gross share value of all cooperative units in the related Mortgaged Property (applying a discount as determined by the appraiser for rent regulated and rent controlled units), based

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in part on various comparable sales of cooperative apartment units in the market, plus the amount of the underlying debt encumbering the related Mortgaged Property. With respect to limited equity cooperatives (i.e., housing cooperatives in which eligible members purchase shares at below market prices and are subject to restrictions on the sale price for which units may be re-sold), the gross share value referenced in the preceding sentence is calculated without regard to any applicable sale price restrictions. The comparable sales considered in the appraisers’ estimates of gross share values may have occurred at properties where the cooperative entity’s underlying mortgage debt per cooperative unit was substantially more or less than that at the applicable Mortgaged Property. The appraisers generally made no adjustments to comparable sales statistics to account for any such differences, although monthly unit maintenance obligations may have been considered.

However, the intercreditor agreements that in each instance govern the interaction between the mortgagee under the Mortgage Loan and the lender with respect to any such additional secured debt do not (as to existing additional subordinate debt) and are not likely to (as to future additional secured debt) contain “standstill” provisions in favor of the mortgagee under the Mortgage Loan. As a result, the lender under any such permitted additional debt could foreclose upon its lien and cause a default on the related Mortgage Loan, regardless of whether such Mortgage Loan was otherwise in default. See “Risk Factors—Risks Relating to the Mortgage Loans—Other Financings or Ability to Incur Other Indebtedness Entails Risk”.

In each of the aforementioned cases with respect to future subordinate financing, National Cooperative Bank, N.A. or one of its affiliates is likely to be the lender on such subordinate financing, although it is not obligated to provide such financing. In addition, the Mortgage Loans secured by residential cooperative properties do not restrict the pledge of direct equity interests in the related cooperative borrower in connection with the financing of cooperative apartment units and generally permit the related borrowers to incur unsecured subordinate debt subject to the terms of the related Mortgage Loan documents. See “Risk Factors—Risks Related to Conflicts of Interest—Interests and Incentives of the Originators, the Sponsors and Their Affiliates May Not Be Aligned With Your Interests” and “—Potential Conflicts of Interest of the Master Servicers and the Special Servicers”.

Other Unsecured Indebtedness

The borrowers under some of the Mortgage Loans have incurred or are permitted to incur unsecured subordinate debt (in addition to trade payables, equipment financing and other debt incurred in the ordinary course) subject to the terms of the related Mortgage Loan documents.

Prospective investors should assume that all or substantially all of the Mortgage Loans permit their borrowers to incur a limited amount (generally in an amount not more than 5% of the original Mortgage Loan balance or an amount otherwise normal and reasonable under the circumstances) of trade payables, equipment financing and/or other unsecured indebtedness in the ordinary course of business or an unsecured credit line to be used for working capital purposes. In addition, certain of the Mortgage Loans allow the related borrower to receive unsecured loans from equity owners, provided that such loans are subject to and subordinate to the applicable Mortgage Loan.

Certain risks relating to additional debt are described in “Risk Factors—Risks Relating to the Mortgage Loans—Other Financings or Ability to Incur Other Indebtedness Entails Risk”.

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The Whole Loans

General

Each of the Mortgage Loans secured by the Mortgaged Properties identified on Annex A-1 to this prospectus as General Motors Building, 222 Second Street, University Center Chicago, Corporate Woods Portfolio, Westin Building Exchange, Mall of Louisiana, Raleigh Marriott City Center, 411 East Wisconsin, Moffett Place B4 and First Stamford Place is part of a Whole Loan consisting of such Mortgage Loan and the related Companion Loan(s). In connection with each Whole Loan, the rights between the trustee on behalf of the issuing entity and the holder(s) of the related Companion Loan(s) (the “Companion Holder” or “Companion Holders”) are generally governed by an intercreditor agreement or a co-lender agreement (each, an “Intercreditor Agreement”). With respect to each of the Whole Loans, the related Mortgage Loan and the related Companion Loan(s) are cross-collateralized and cross-defaulted.

The following terms are used in reference to the Whole Loans:

“BXP Trust 2017-GM TSA” means the pooling and servicing agreement relating to the securitization of General Motors Building Controlling Companion Loan.

“CGCMT 2017-B1 PSA” means the pooling and servicing agreement relating to the securitization of the 411 East Wisconsin Controlling Companion Loan.

“Companion Loan Rating Agency” means any NRSRO rating any serviced pari passu companion loan securities.

“Controlling Companion Loan” means, with respect to a Servicing Shift Whole Loan, the related Pari Passu Companion Loan which, upon the securitization of such Pari Passu Companion Loan, servicing is expected to shift to the Servicing Shift PSA entered into in connection with such securitization. Deutsche Bank AG, New York Branch is currently the holder of the “Controlling Companion Loan” with respect to the Moffett Place B4 Whole Loan. Citi Real Estate Funding Inc. is currently the holder of the “Controlling Companion Loan” with respect to the Corporate Woods Portfolio Whole Loan.

“Control Note” means, with respect to any Whole Loan, the “Controlling Note” or other similar term specified in the related Intercreditor Agreement. As of the Closing Date, the Control Note with respect to each Whole Loan will be the promissory note(s) listed as the “Control Note” in the column “Control Note/Non-Control Note” in the table below entitled “Whole Loan Control Notes and Non-Control Notes”.

“Controlling Holder” means, with respect to any Whole Loan, the holder of the related Control Note. As of the Closing Date, the Controlling Holder with respect to each Whole Loan will be the holder listed next to the related Control Note in the column “Note Holder” in the table below entitled “Whole Loan Control Notes and Non-Control Notes”.

“Corporate Woods Portfolio PSA” means the pooling and servicing agreement relating to the securitization of Corporate Woods Portfolio Controlling Companion Loan.

“JPMCC 2017-JP7 PSA” means the pooling and servicing agreement relating to the securitization of First Stamford Place Controlling Companion Loan.

“Moffett Place B4 PSA” means the pooling and servicing agreement relating to the securitization of Moffett Place B4 Controlling Companion Loan.

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“Non-Control Note” means, with respect to any Whole Loan, any “Non-Controlling Note” or other similar term specified in the related Intercreditor Agreement. As of the Closing Date, the Non-Control Notes with respect to each Whole Loan will be the promissory notes listed as the “Non-Control Notes” in the column “Control Note/Non-Control Note” in the table below entitled “Whole Loan Control Notes and Non-Control Notes”.

“Non-Controlling Holder” means, with respect to any Whole Loan, the holder(s) of a Non-Control Note. As of the Closing Date, the Non-Controlling Holders with respect to each Whole Loan will be the holders listed next to the related Non-Control Notes in the column “Note Holder” in the table below entitled “Whole Loan Control Notes and Non-Control Notes”.

“Non-Serviced Certificate Administrator” means with respect to (i) the General Motors Building Whole Loan, the certificate administrator under the BXP Trust 2017-GM TSA, (ii) the 411 East Wisconsin Whole Loan, the certificate administrator under the CGCMT 2017-B1 PSA, (iii) the First Stamford Place Whole Loan, the certificate administrator under the JPMCC 2017-JP7 PSA and (iv) a Servicing Shift Whole Loan, after the applicable Servicing Shift Securitization Date, the certificate administrator under the related Servicing Shift PSA.

“Non-Serviced Companion Loan” means each of (i) the General Motors Building Companion Loans, the 411 East Wisconsin Companion Loan and First Stamford Place Companion Loans and (ii) after the related Servicing Shift Securitization Date, each of the Corporate Woods Portfolio Companion Loans and the Moffett Place B4 Companion Loans, each as defined in “—The Non-Serviced Pari Passu Whole Loans” and “—The Non-Serviced AB Whole Loan”, as applicable.

“Non-Serviced Directing Certificateholder” means with respect to (i) the General Motors Building Whole Loan, the directing certificateholder (or the equivalent) under the BXP Trust 2017-GM TSA, (ii) the 411 East Wisconsin Whole Loan, the directing certificateholder under the CGCMT 2017-B1 PSA, (iii) the First Stamford Place Whole Loan, the directing certificateholder (or the equivalent) under the JPMCC 2017-JP7 PSA and (iv) any Servicing Shift Whole Loan, after the related Servicing Shift Securitization Date, the directing certificateholder (or its equivalent) under the related Servicing Shift PSA.

“Non-Serviced Master Servicer” means with respect to (i) the General Motors Building Whole Loan, the master servicer under the BXP Trust 2017-GM TSA, (ii) the 411 East Wisconsin Whole Loan, the master servicer under the CGCMT 2017-B1 PSA, (iii) the First Stamford Place Whole Loan, the master servicer under the JPMCC 2017-JP7 PSA and (iv) any Servicing Shift Whole Loan, after the applicable Servicing Shift Securitization Date, the applicable master servicer under the related Servicing Shift PSA.

“Non-Serviced Mortgage Loan” means each of the General Motors Building Mortgage Loan, the 411 East Wisconsin Mortgage Loan and the First Stamford Place Mortgage Loan, as defined in “—The Whole Loans—The Non-Serviced Whole Loans”. On and after the applicable Servicing Shift Securitization Date, the related Servicing Shift Mortgage Loan will be a Non-Serviced Mortgage Loan. Prior to the applicable Servicing Shift Securitization Date, the related Servicing Shift Mortgage Loan will be a Serviced Mortgage Loan.

“Non-Serviced PSA” means with respect to (i) the General Motors Building Whole Loan, the BXP Trust 2017-GM TSA, (ii) the 411 East Wisconsin Whole Loan, the CGCMT 2017-B1 PSA, (iii) the First Stamford Place Whole Loan, the JPMCC 2017-JP7 PSA and (iv) any Servicing Shift Whole Loan, after the applicable Servicing Shift Securitization Date, the related Servicing Shift PSA.

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“Non-Serviced Pari Passu Whole Loan” means each of the 411 East Wisconsin Whole Loan and the First Stamford Place Whole Loan. On and after the applicable Servicing Shift Securitization Date, the related Servicing Shift Whole Loan will be a Non-Serviced Whole Loan related to the issuing entity. Prior to the applicable Servicing Shift Securitization Date, the related Servicing Shift Whole Loan will be a Serviced Whole Loan.

“Non-Serviced Special Servicer” means with respect to (i) General Motors Building Whole Loan, the special servicer under the BXP Trust 2017-GM TSA, (ii) the 411 East Wisconsin Whole Loan, the special servicer under the CGCMT 2017-B1 PSA, (iii) the First Stamford Place Whole Loan, the special servicer under the JPMCC 2017-JP7 PSA and (iv) any Servicing Shift Whole Loan, after the applicable Servicing Shift Securitization Date, the special servicer under the related Servicing Shift PSA.

“Non-Serviced Subordinate Companion Loan” means each of the General Motors Building Subordinate Companion Loans.

“Non-Serviced Trustee” means with respect to (i) General Motors Building Whole Loan, the trustee under the BXP Trust 2017-GM TSA, (ii) the 411 East Wisconsin Whole Loan, the trustee under the CGCMT 2017-B1 PSA, (iii) the First Stamford Place Whole Loan, the trustee under the JPMCC 2017-JP7 PSA and (iv) any Servicing Shift Whole Loan, after the applicable Servicing Shift Securitization Date, the trustee under the related Servicing Shift PSA.

“Non-Serviced Whole Loan” means each of the General Motors Building Whole Loan, 411 East Wisconsin Whole Loan and the First Stamford Place Whole Loan. On and after the applicable Servicing Shift Securitization Date, the related Servicing Shift Whole Loan will be a Non-Serviced Whole Loan related to the issuing entity. Prior to the applicable Servicing Shift Securitization Date, the related Servicing Shift Whole Loan will be a Serviced Whole Loan.

“Other Master Servicer” means with respect to each Serviced Whole Loan, the master servicer appointed under the related Other PSA.

“Other PSA” means with respect to each Serviced Whole Loan, any pooling and servicing agreement, trust and servicing agreement or other servicing agreement governing the securitization of a related Serviced Companion Loan.

“Pari Passu Mortgage Loan” means any of the Serviced Pari Passu Mortgage Loans or Non-Serviced Mortgage Loans.

“Serviced Companion Loan” means each of the Serviced Pari Passu Companion Loans. Prior to the applicable Servicing Shift Securitization Date, the Corporate Woods Portfolio Companion Loans and the Moffett Place B4 Companion Loans will be Serviced Companion Loans.

“Serviced Mortgage Loan” means each of the 222 Second Street Mortgage Loan, the University Center Chicago Mortgage Loan, the Westin Building Exchange Mortgage Loan, the Mall of Louisiana Mortgage Loan and the Raleigh Marriott City Center Mortgage Loan. Prior to the applicable Servicing Shift Securitization Date, the related Servicing Shift Mortgage Loan will be a Serviced Mortgage Loan.

“Serviced Pari Passu Companion Loan” means each of the 222 Second Street Companion Loans, the University Center Chicago Companion Loan, the Westin Building Exchange Companion Loan, the Mall of Louisiana Companion Loans, the Raleigh Marriott City Center Companion Loan. Prior to the applicable Servicing Shift Securitization Date, the Corporate

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Woods Portfolio Companion Loans and the Moffett Place B4 Companion Loans will be Serviced Pari Passu Companion Loans.

“Serviced Pari Passu Mortgage Loan” means a Serviced Mortgage Loan. Prior to the applicable Servicing Shift Securitization Date, the related Servicing Shift Mortgage Loan will be a Serviced Pari Passu Mortgage Loan.

“Serviced Pari Passu Whole Loan” means a Serviced Whole Loan.

“Serviced Whole Loan” means each of the 222 Second Street Whole Loan, University Center Chicago Whole Loan, Westin Building Exchange Whole Loan, Mall of Louisiana Whole Loan and Raleigh Marriott City Center Whole Loan. Prior to the applicable Servicing Shift Securitization Date, the related Servicing Shift Whole Loan will be a Serviced Whole Loan.

“Servicing Shift Mortgage Loan” means, with respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the issuing entity that will be serviced under the PSA as of the Closing Date, but the servicing of which is expected to shift to the Servicing Shift PSA entered into in connection with the securitization of the related Controlling Companion Loan on and after the applicable Servicing Shift Securitization Date. As of the Closing Date, each of the Corporate Woods Portfolio Mortgage Loan and the Moffett Place B4 Mortgage Loan will be a Servicing Shift Mortgage Loan.

“Servicing Shift PSA” means each of the Corporate Woods Portfolio PSA and the Moffett Place B4 PSA.

“Servicing Shift Securitization Date” means each of the Corporate Woods Portfolio Control Note Securitization Date and the Moffett Place B4 Control Note Securitization Date.

“Servicing Shift Whole Loan” means any Whole Loan serviced under the PSA as of the Closing Date, which includes a related Servicing Shift Mortgage Loan included in the issuing entity and one or more Pari Passu Companion Loans not included in the issuing entity, but the servicing of which is expected to shift to the Servicing Shift PSA entered into in connection with the securitization of the related Controlling Companion Loan on and after the applicable Servicing Shift Securitization Date. As of the Closing Date, each of the Corporate Woods Portfolio Whole Loan and the Moffett Place B4 Whole Loan will be a Servicing Shift Whole Loan.

“Subordinate Companion Loan” means each of the Non-Serviced Subordinate Companion Loans.

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The table below provides certain information with respect to each Mortgage Loan that has a corresponding Companion Loan:

Whole Loan Summary

Mortgage Loan Name	Mortgage Loan Cut-off Date Balance	% of Initial Pool Balance	Pari Passu Companion Loan Cut-off Date Balance	Subordinate Companion Loan Cut-off Date Balance	Mortgage Loan LTV Ratio(1)	Whole Loan LTV Ratio(2)	Mortgage Loan Underwritten NCF DSCR(1)	Whole Loan Underwritten NCF DSCR(2)
General Motors Building	$111,900,000	9.2%	$1,358,100,000	$830,000,000	30.6%	47.9%	4.33x	2.77x
222 Second Street	$110,000,000	9.1%	$181,500,000	N/A	56.5%	56.5%	1.84x	1.84x
University Center Chicago	$85,600,000	7.1%	$35,000,000	N/A	59.3%	59.3%	2.69x	2.69x
Corporate Woods Portfolio	$70,625,000	5.8%	$150,625,000	N/A	74.0%	74.0%	1.48x	1.48x
Westin Building Exchange	$67,500,000	5.6%	$67,500,000	N/A	26.6%	26.6%	7.20x	7.20x
Mall of Louisiana	$65,000,000	5.4%	$260,000,000	N/A	57.0%	57.0%	1.85x	1.85x
Raleigh Marriott City Center	$38,000,000	3.1%	$30,000,000	N/A	63.0%	63.0%	1.91x	1.91x
411 East Wisconsin	$37,500,000	3.1%	$56,250,000	N/A	70.4%	70.4%	1.46x	1.46x
Moffett Place B4	$31,750,000	2.6%	$95,250,000	N/A	41.0%	41.0%	2.29x	2.29x
First Stamford Place	$25,000,000	2.1%	$139,000,000	N/A	57.5%	57.5%	2.71x	2.71x

⁽¹⁾ Calculated including any related Companion Loans but excluding any related mezzanine debt and Subordinate Companion Loan.

⁽²⁾ Calculated including any related Companion Loans and any related Subordinate Companion Loan excluding mezzanine debt.

Set forth below is the identity of the initial Non-Serviced Directing Certificateholder (or equivalent entity) for each Non-Serviced Whole Loan, the securitization trust or other entity holding the controlling note in such Non-Serviced Whole Loan and the related Non-Serviced PSA under which it is being serviced.

Whole Loan(1)	Non-Serviced PSA	Controlling Noteholder	Initial Directing Certificateholder(2)
General Motors Building	BXP Trust 2017-GM	BXP Trust 2017-GM	BlackRock Financial Management, Inc. or an affiliate
411 East Wisconsin	CGCMT 2017-B1	CGCMT 2017-B1	Elliott Management Corporation
First Stamford Place	JPMCC 2017-JP7	JPMCC 2017-JP7	Barings LLC

⁽¹⁾ Does not include the Corporate Woods Portfolio Whole Loan or the Moffett Place B4 Whole Loan, for each of which servicing will be transferred on the related Servicing Shift Securitization Date. The initial controlling noteholder of the Corporate Woods Portfolio Whole Loan will be Citi Real Estate Finance Inc. or an affiliate, and the initial controlling noteholder of the Moffett Place B4 Whole Loan will be Deutsche Bank AG, New York Branch or an affiliate, in each case as holder of the related Controlling Companion Loan. With respect to each such Whole Loan, after the related Servicing Shift Securitization Date, the controlling noteholder of such Whole Loan will be the securitization trust into which the related Controlling Companion Loan is deposited. The initial directing certificateholder after such Servicing Shift Securitization Date is expected to be the controlling class representative or other directing certificateholder under the securitization into which the related Controlling Companion Loan was deposited.

⁽²⁾ As of the closing date of the related securitization.

See “Risk Factors— Risks Related to Conflicts of Interest—Potential Conflicts of Interest of the Directing Certificateholder and the Companion Holders”.

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Whole Loan Control Notes and Non-Control Notes

Mortgage Loan	Note Name	Control Note/ Non-Control Note	Note Cut-off Date Balance	Note Holder(1)
General Motors Building	Note A-1-S Note A-1-C1 Note A-1-C2 Note A-1-C3-1 Note A-1-C3-2 Note A-1-C4 Note A-1-A1 Note A-1-A2 Note A-1-A3 Note A-2-S Note A-2-C1 Note A-2-C2-1 Note A-2-C2-2-A Note A-2-C2-2-B Note A-2-C3 Note A-2-A1 Note A-2-A2 Note A-2-A3 Note A-3-S Note A-3-C1 Note A-3-C2 Note A-3-C3-1 Note A-3-C3-2 Note A-3-A1 Note A-3-A2-1 Note A-3-A2-2 Note A-3-A3 Note A-4-S Note A-4-C1 Note A-4-C2 Note A-4-C3 Note A-4-A1 Note A-4-A2 Note A-4-A3 Note B-1-S Note B-2-S Note B-3-S Note B-4-S	Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note Non-Control Note	$176,800,000 $69,700,000 $37,500,000 $22,300,000 $15,200,000 $74,400,000 $28,900,000 $37,500,000 $37,500,000 $114,400,000 $45,100,000 $50,000,000 $20,000,000 $5,000,000 $30,000,000 $18,700,000 $10,200,000 $30,000,000 $114,400,000 $45,100,000 $37,500,000 $25,000,000 $12,500,000 $18,700,000 $22,500,000 $15,000,000 $32,700,000 $114,400,000 $45,100,000 $37,500,000 $32,400,000 $18,700,000 $45,100,000 $30,200,000 $282,200,000 $182,600,000 $182,600,000 $182,600,000	BXP Trust 2017-GM BXP Trust 2017-GM BANK 2017-BNK6 BANK 2017-BNK6 CGCMT 2017-B1 BANK 2017-BNK7 Cantor Commercial Real Estate Lending, L.P. CGCMT 2017-B1 BANK 2017-BNK7 BXP Trust 2017-GM BXP Trust 2017-GM CD 2017-CD5 UBSCM 2017-C2 Deutsche Bank AG, acting through its New York Branch UBSCM 2017-C2 Cantor Commercial Real Estate Lending, L.P. Deutsche Bank AG, acting through its New York Branch Deutsche Bank AG, acting through its New York Branch BXP Trust 2017-GM BXP Trust 2017-GM CD 2017-CD5 CGCMT 2017-B1 CD 2017-CD5 Cantor Commercial Real Estate Lending, L.P. CGCMT 2017-P8(1) CGCMT 2017-B1 CGCMT 2017-P8(1) BXP Trust 2017-GM BXP Trust 2017-GM WFCM 2017-C38 WFCM 2017-C38 Cantor Commercial Real Estate Lending, L.P. WFCM 2017-C38 BANK 2017-BNK6 BXP Trust 2017-GM BXP Trust 2017-GM BXP Trust 2017-GM BXP Trust 2017-GM

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Mortgage Loan	Note Name	Control Note/ Non-Control Note	Note Cut-off Date Balance	Note Holder(1)
222 Second Street	Note A-1 Note A-2 Note A-3	Control Non-Control Non-Control	$110,000,000 $100,000,000 $81,500,000	BANK 2017-BNK7 Bank of America, N.A. Bank of America, N.A.
University Center Chicago	Note A-1 Note A-2	Control Non-Control	$85,600,000 $35,000,000	BANK 2017-BNK7 WFCM 2017-C39
Corporate Woods Portfolio	Note A-1-A Note A-1-B Note A-2 Note A-3 Note A-4 Note A-5	Control Non-Control Non-Control Non-Control Non-Control Non-Control	$30,000,000 $25,000,000 $35,625,000 $20,000,000 $70,625,000 $40,000,000	CGCMT 2017-P8(1) Citi Real Estate Finance Inc. Citi Real Estate Finance Inc. CGCMT 2017-P8(1) BANK 2017-BNK7 Morgan Stanley Bank, National Association
Westin Building Exchange	Note A-1 Note A-2	Control Non-Control	$67,500,000 $67,500,000	BANK 2017-BNK7 Column Financial, Inc.
Mall of Louisiana	Note A-1 Note A-2 Note A-3-1 Note A-3-2 Note A-4 Note A-5-1 Note A-5-2 Note A-6 Note A-7	Control Non-Control Non-Control Non-Control Non-Control Non-Control Non-Control Non-Control Non-Control	$65,000,000 $44,000,000 $30,000,000 $28,000,000 $50,000,000 $41,000,000 $17,000,000 $25,000,000 $25,000,000	BANK 2017-BNK7 Bank of America, N.A. CGCMT 2017-P8(1) Citi Real Estate Funding Inc. COMM 2017-COR2(1) Barclays Bank PLC CGCMT 2017-P8(1) Barclays Bank PLC Barclays Bank PLC
Raleigh Marriott City Center	Note A-1 Note A-2	Control Non-Control	$38,000,000 $30,000,000	BANK 2017-BNK7 WFCM 2017-C38
411 East Wisconsin	Note A-1 Note A-2	Control Non-Control	$56,250,000 $37,500,000	CGCMT 2017-B1 BANK 2017-BNK7
Moffett Place B4	Note A-1 Note A-2 Note A-3 Note A-4	Control Non-Control Non-Control Non-Control	$40,000,000 $30,000,000 $25,250,000 $31,750,000	Deutsche Bank AG, New York Branch Deutsche Bank AG, New York Branch Deutsche Bank AG, New York Branch BANK 2017-BNK7
First Stamford Place	Note A-1-A Note A-1-B Note A-1-C Note A-2-A Note A-2-B	Control Non-Control Non-Control Non-Control Non-Control	$60,000,000 $27,400,000 $27,400,000 $25,000,000 $24,200,000	JPMCC 2017-JP7 JPMorgan Chase Bank, National Association JPMorgan Chase Bank, National Association BANK 2017-BNK7 WFCM 2017-C39

⁽¹⁾ Expected to be contributed to such securitization upon the closing of such securitization.

The Serviced Whole Loans

The Serviced Whole Loans will be serviced pursuant to the PSA in accordance with the terms of the PSA and the related Intercreditor Agreement. None of the master servicers, the special servicers or the trustee will be required to make a monthly payment advance on any Serviced Pari Passu Companion Loan, but the applicable master servicer or the trustee, as applicable, will be required to (and the applicable special servicer, at its option in emergency situations, may) make Servicing Advances on the Serviced Pari Passu Whole Loans unless such advancing party (or, even if it is not the advancing party, the applicable special servicer) determines that such a Servicing Advance would be a Nonrecoverable Advance.

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Each Servicing Shift Whole Loan will be serviced pursuant to the PSA (and, accordingly, will be a Serviced Pari Passu Whole Loan) prior to the related Servicing Shift Securitization Date, after which such Whole Loan will be serviced pursuant to the related Non-Serviced PSA (and, accordingly, will be a Non-Serviced Pari Passu Whole Loan). With respect to each Servicing Shift Whole Loan, the discussion under this section only applies to the period prior to the related Servicing Shift Securitization Date.

Intercreditor Agreement

The Intercreditor Agreement related to each Serviced Pari Passu Whole Loan provides that:

● The promissory notes comprising such Serviced Pari Passu Whole Loan (and consequently, the related Serviced Mortgage Loan and each Serviced Pari Passu Companion Loan) are of equal priority with each other and none of such promissory notes (or mortgage loans) will have priority or preference over any other such promissory note (or mortgage loan).

● All payments, proceeds and other recoveries on the Serviced Pari Passu Whole Loan will be applied to the promissory notes comprising such Serviced Pari Passu Whole Loan on a pro rata and pari passu basis (subject, in each case, to (a) the allocation of certain amounts to escrows and reserves, certain repairs or restorations or payments to the applicable borrower required by the Mortgage Loan documents and (b) certain payment and reimbursement rights of the parties to the PSA, in accordance with the terms of the PSA).

● The transfer of up to 49% of the beneficial interest of a promissory note comprising the Serviced Pari Passu Whole Loan is generally permitted. The transfer of more than 49% of the beneficial interest of any such promissory note is generally prohibited unless (i) the transferee is a large institutional lender or investment fund (other than a related borrower or an affiliate thereof) that satisfies minimum net worth and/or experience requirements or certain securitization vehicles that satisfy certain ratings and other requirements or (ii)(a) each non-transferring holder has consented to such transfer (which consent may not be unreasonably withheld), and (b) if any such non-transferring holder’s interest in the related Serviced Whole Loan is held in a securitization, a rating agency communication is provided to each applicable rating agency (or, in certain cases, a rating agency confirmation is obtained from each applicable rating agency). The foregoing restrictions do not apply to a sale of the related Serviced Mortgage Loan together with the related Serviced Pari Passu Companion Loans in accordance with the terms of the PSA.

With respect to each Serviced Pari Passu Whole Loan, certain costs and expenses (such as a pro rata share of a Servicing Advance) allocable to a related Serviced Pari Passu Companion Loan may be paid or reimbursed out of payments and other collections on the Mortgage Pool, subject to the Trust’s right to reimbursement from future payments and other collections on such Serviced Pari Passu Companion Loan or from general collections with respect to any securitization of such Serviced Pari Passu Companion Loan.

Control Rights with respect to Serviced Pari Passu Whole Loans Other Than Servicing Shift Whole Loans

With respect to any Serviced Pari Passu Whole Loan (other than a Servicing Shift Whole Loan), the related Control Note will be included in the Trust, and the Directing Certificateholder will have certain consent rights (prior to the occurrence and continuance of

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a Control Termination Event) and consultation rights (after the occurrence of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event) with respect to such Mortgage Loan as described under “Pooling and Servicing Agreement—The Directing Certificateholder”.

Control Rights with respect to Servicing Shift Whole Loans

With respect to each Servicing Shift Whole Loan prior to the related Servicing Shift Securitization Date, the related Control Note will be held as of the Closing Date by the Controlling Holder listed in the table entitled “Whole Loan Control Notes and Non-Control Notes” above under “—General”. The related Controlling Holder will be entitled (i) to direct the servicing of such Whole Loan in a manner that is substantially similar to the rights of the directing certificateholder hereunder, (ii) to consent to certain servicing decisions in respect of such Whole Loan and actions set forth in a related asset status report and (iii) to replace the special servicer with respect to such Whole Loan with or without cause; provided, that with respect to each Servicing Shift Whole Loan, if such holder or its representative is (or is an affiliate of) the related borrower or if all or a specified portion of the related Control Note is held by the borrower or an affiliate thereof, no party will be entitled to exercise the rights of such “Controlling Holder”, and/or there will be deemed to be no such “Controlling Holder” under the related Intercreditor Agreement.

Certain Rights of each Non-Controlling Holder

With respect to each Serviced Pari Passu Whole Loan, the holder of any related Non-Control Note (or if such Non-Control Note has been securitized, the directing certificateholder with respect to such securitization or other designated party under the related pooling and servicing agreement) will be entitled to certain consent and consultation rights described below; provided, that if such party or its representative is (or is an affiliate of) the related borrower or if all or a specified portion of the subject Non-Control Note is held by the borrower or an affiliate thereof, such party will not be entitled to exercise the right of a Non-Controlling Holder, and/or there will be deemed to be no such Non-Controlling Holder under the related Intercreditor Agreement with respect to such Non-Control Note. With respect to each Servicing Shift Whole Loan, one or more related Non-Control Notes will be included in the Trust, and the Directing Certificateholder, prior to the occurrence and continuance of a Control Termination Event, or the applicable special servicer (consistent with the Servicing Standard), following the occurrence and during the continuance of a Control Termination Event, will be entitled to exercise consent or the consultation rights described below.

The applicable special servicer will be required (i) to provide to each Non-Controlling Holder copies of any notice, information and report that it is required to provide to the Directing Certificateholder with respect to the implementation of any recommended actions outlined in an Asset Status Report relating to such Serviced Pari Passu Whole Loan or any proposed action to be taken in respect of a Major Decision with respect to such Serviced Pari Passu Whole Loan (for this purpose, without regard to whether such items are actually required to be provided to the Directing Certificateholder due to the occurrence of a Control Termination Event or Consultation Termination Event) and (ii) to consult with each Non-Controlling Holder on a strictly non-binding basis (to the extent such party requests consultation after having received the aforementioned notices, information and reports) with respect to any such recommended actions by the applicable special servicer or any proposed action to be taken by such special servicer in respect of such Serviced Pari Passu Whole Loan that constitutes a Major Decision.

Such consultation right will expire ten (10) business days after the delivery to such Non-Controlling Holder of written notice of a proposed action (together with copies of the

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notices, information and reports required to be delivered thereto) (unless the applicable special servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) business day period will be deemed to begin anew). In no event will the applicable special servicer be obligated to follow or take any alternative actions recommended by any Non-Controlling Holder (or its representative). In addition, if the applicable special servicer determines that immediate action is necessary to protect the interests of the holders of the promissory notes comprising a Serviced Pari Passu Whole Loan, it may take, in accordance with the Servicing Standard, any action constituting a Major Decision with respect to such Serviced Pari Passu Whole Loan or any action set forth in any applicable Asset Status Report before the expiration of the aforementioned ten (10) business day period.

In addition to the aforementioned consultation right, each Non-Controlling Holder will have the right to annual meetings (which may be held telephonically) with the applicable master servicer or special servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the applicable master servicer or special servicer, as applicable, in which servicing issues related to the related Serviced Pari Passu Whole Loan are discussed.

If a Servicer Termination Event has occurred with respect to the applicable special servicer that affects a Non-Controlling Holder, such holder will have the right to direct the trustee to terminate the applicable special servicer under the PSA solely with respect to the related Serviced Pari Passu Whole Loan, other than with respect to any rights such special servicer may have as a Certificateholder, entitlements to amounts payable to such special servicer at the time of termination, entitlements to indemnification amounts and any other entitlements of the terminated party that survive the termination.

Sale of Defaulted Mortgage Loan

If any Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the applicable special servicer decides to sell the related Serviced Pari Passu Mortgage Loan, such special servicer will be required to sell such Serviced Pari Passu Mortgage Loan and each related Serviced Pari Passu Companion Loan together as interests evidencing one whole loan. Notwithstanding the foregoing, such special servicer will not be permitted to sell a Serviced Pari Passu Whole Loan without the consent of each Non-Controlling Holder unless it has delivered to such holder (a) at least fifteen (15) business days prior written notice of any decision to attempt to sell the related Serviced Pari Passu Whole Loan, (b) at least ten (10) days prior to the proposed sale date, a copy of each bid package (together with any amendments to such bid packages) received by such special servicer, a copy of the most recent appraisal and certain other supplementary documents (if requested by such holder), and (c) until the sale is completed, and a reasonable period (but no less time than is afforded to other offerors and the Directing Certificateholder) prior to the proposed sale date, all information and documents being provided to offerors or otherwise approved by the applicable master servicer or special servicer in connection with the proposed sale.

The Non-Serviced Pari Passu Whole Loans

Each Non-Serviced Pari Passu Whole Loan will be serviced pursuant to the related Non-Serviced PSA in accordance with the terms of such Non-Serviced PSA and the related Intercreditor Agreement. No Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced Trustee will be required to make monthly payment advances on a Non-Serviced Mortgage Loan, but the related Non-Serviced Master Servicer or Non-Serviced Trustee, as applicable, will be required to (and the Non-Serviced Special Servicer, at its option in certain cases, may) make servicing advances on the related Non-Serviced Whole Loan in accordance with the terms of the related Non-Serviced PSA unless such advancing party (or, in certain cases, the related Non-Serviced Special Servicer, even if it is not the

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advancing party) determines that such a servicing advance would be a nonrecoverable advance. Monthly payment advances on each Non-Serviced Mortgage Loan will be made by the applicable master servicer or the trustee, as applicable, to the extent provided under the PSA. None of the master servicers, the special servicers or the trustee will be obligated to make servicing advances with respect to a Non-Serviced Whole Loan. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” for a description of the servicing terms of the Non-Serviced PSAs.

With respect to any Servicing Shift Whole Loan, the discussion under this “—The Non-Serviced Pari Passu Whole Loans” section only applies to the period on or after the related Servicing Shift Securitization Date.

Intercreditor Agreement

The Intercreditor Agreement related to each Non-Serviced Pari Passu Whole Loan provides that:

● The promissory notes comprising such Non-Serviced Pari Passu Whole Loan (and consequently, the related Non-Serviced Mortgage Loan and each Non-Serviced Pari Passu Companion Loan) are of equal priority with each other and none of such promissory notes (or mortgage loans) will have priority or preference over any other such promissory note (or mortgage loan).

● All payments, proceeds and other recoveries on the Non-Serviced Whole Loan will be applied to the promissory notes comprising such Non-Serviced Pari Passu Whole Loan on a pro rata and pari passu basis (subject, in each case, to (a) the allocation of certain amounts to escrows and reserves required by the Mortgage Loan documents and (b) certain payment and reimbursement rights of the parties to the related Non-Serviced PSA, in accordance with the terms of the related Non-Serviced PSA).

● The transfer of up to 49% of the beneficial interest of a promissory note comprising the Non-Serviced Whole Loan is generally permitted. The transfer of more than 49% of the beneficial interest of any such promissory note is generally prohibited unless (i) the transferee is a large institutional lender or investment fund (other than a related borrower or an affiliate thereof) that satisfies minimum net worth and/or experience requirements or certain securitization vehicles that satisfy certain ratings and other requirements or (ii)(a) each non-transferring holder has consented to such transfer (which consent may not be unreasonably withheld), and (b) if any such non-transferring holder’s interest in the related Non-Serviced Whole Loan is held in a securitization, a rating agency communication is provided to each applicable rating agency (or, in certain cases, a rating agency confirmation is obtained from each applicable rating agency). The foregoing restrictions do not apply to a sale of the related Non-Serviced Mortgage Loan together with the related Non-Serviced Pari Passu Companion Loans in accordance with the terms of the related Non-Serviced PSA.

Any losses, liabilities, claims, costs and expenses incurred in connection with a Non-Serviced Whole Loan that are not otherwise paid out of collections on such Whole Loan may, to the extent allocable to the related Non-Serviced Mortgage Loan, be payable or reimbursable out of general collections on the mortgage pool for this securitization.

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Control Rights

With respect to each Non-Serviced Whole Loan (including any Servicing Shift Whole Loan on or after the related Servicing Shift Securitization Date), the related Control Note will be held as of the Closing Date by the Controlling Holder listed in the table entitled “Whole Loan Control Notes and Non-Control Notes” above under “—General”. The related Controlling Holder (or a designated representative) will be entitled (i) to direct the servicing of such Whole Loan in a manner that is substantially similar to the rights of the directing certificateholder, (ii) to consent to certain servicing decisions in respect of such Whole Loan and actions set forth in a related asset status report and (iii) to replace the special servicer with respect to such Whole Loan with or without cause; provided, that with respect to each Non-Serviced Whole Loan, if such holder (or its designated representative) is (or is an affiliate of) the related borrower or if all or a specified portion of the subject Control Note is held by the borrower or an affiliate thereof, such party will not be entitled to exercise the rights of the “Controlling Holder”, and/or there will be deemed to be no such “Controlling Holder” under the related Intercreditor Agreement.

Certain Rights of each Non-Controlling Holder

With respect to any Non-Serviced Whole Loan, the holder of any related Non-Control Note (or if such Non-Control Note has been securitized, the directing certificateholder with respect to such securitization (or other designated party under the related pooling and servicing agreement) will be entitled to certain consent and consultation rights described below; provided, that if such party or its representative is (or is an affiliate of) the related borrower or if all or a specified portion of the subject Non-Control Note is held by the borrower or an affiliate thereof, such party will not be entitled to exercise the rights of a Non-Controlling Holder, and/or there will be deemed to be no “Non-Controlling Holder” with respect to such Non-Control Note under the related Intercreditor Agreement. With respect to each Non-Serviced Whole Loan (including each Servicing Shift Whole Loan after the related Servicing Shift Securitization Date), one or more related Non-Control Notes will be included in the Trust, and the Directing Certificateholder, prior to the occurrence and continuance of a Control Termination Event, or the applicable special servicer (consistent with the Servicing Standard), following the occurrence and during the continuance of a Control Termination Event, will be entitled to exercise the consent or consultation rights described below.

With respect to any Non-Serviced Whole Loan, the related Non-Serviced Special Servicer or Non-Serviced Master Servicer, as applicable pursuant to the related Intercreditor Agreement, will be required (i) to provide to each Non-Controlling Holder copies of any notice, information and report that it is required to provide to the related Non-Serviced Directing Certificateholder under the related Non-Serviced PSA with respect to the implementation of any recommended actions outlined in an asset status report relating to the related Non-Serviced Whole Loan or any proposed action to be taken in respect of a major decision under the related Non-Serviced PSA with respect to such Non-Serviced Whole Loan (for this purpose, without regard to whether such items are actually required to be provided to the related Non-Serviced Directing Certificateholder due to the occurrence and continuance of a “control termination event” or a “consultation termination event” (or analogous concepts) under such Non-Serviced PSA) and (ii) to consult (or to use reasonable efforts to consult) each Non-Controlling Holder on a strictly non-binding basis (to the extent such party requests consultation after having received the aforementioned notices, information and reports) with respect to any such recommended actions by such Non-Serviced Special Servicer or any proposed action to be taken by such Non-Serviced Special Servicer in respect of the applicable major decision.

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Such consultation right will generally expire ten (10) business days after the delivery to such Non-Controlling Holder of written notice of a proposed action (together with copies of the notices, information and reports required to be delivered thereto), whether or not such Non-Controlling Holder has responded within such period (unless the related Non-Serviced Special Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) business day period will be deemed to begin anew). In no event will the related Non-Serviced Special Servicer be obligated to follow or take any alternative actions recommended by any Non-Controlling Holder (or its representative).

If the related Non-Serviced Special Servicer determines that immediate action is necessary to protect the interests of the holders of the promissory notes comprising a Non-Serviced Whole Loan, it may take, in accordance with the servicing standard under the Non-Serviced PSA, any action constituting a major decision with respect to such Non-Serviced Whole Loan or any action set forth in any applicable asset status report before the expiration of the aforementioned typical ten (10) business day period.

In addition to the aforementioned consultation right, each Non-Controlling Holder will have the right to annual meetings (which may be held telephonically) with the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to such Non-Serviced Master Servicer or Non-Serviced Special Servicer, as applicable, in which servicing issues related to the related Non-Serviced Whole Loan are discussed.

If a special servicer termination event under the related Non-Serviced PSA has occurred that affects a Non-Controlling Holder, such holder will have the right to direct the related Non-Serviced Trustee to terminate the related Non-Serviced Special Servicer under such Non-Serviced PSA solely with respect to the related Non-Serviced Whole Loan, other than with respect to any rights such Non-Serviced Special Servicer may have as a certificateholder under such Non-Serviced PSA, entitlements to amounts payable to such Non-Serviced Special Servicer at the time of termination, entitlements to indemnification amounts and any other entitlements of the terminated party that survive the termination.

Custody of the Mortgage File

The Non-Serviced Custodian is the custodian of the mortgage file related to the related Non-Serviced Whole Loan (other than any promissory notes not contributed to the related Non-Serviced Securitization Trust).

Sale of Defaulted Mortgage Loan

If any Non-Serviced Whole Loan becomes a defaulted mortgage loan, and if the related Non-Serviced Special Servicer decides to sell the related Control Note contributed to the Non-Serviced Securitization Trust, such Non-Serviced Special Servicer will be required to sell the related Non-Serviced Mortgage Loan and each Non-Serviced Pari Passu Companion Loan together as interests evidencing one whole loan. Notwithstanding the foregoing, the related Non-Serviced Special Servicer will not be permitted to sell a Non-Serviced Whole Loan without the consent of each Non-Controlling Holder unless it has delivered to such holder (a) at least fifteen (15) business days prior written notice of any decision to attempt to sell the related Non-Serviced Whole Loan, (b) at least ten (10) days prior to the proposed sale date, a copy of each bid package (together with any amendments to such bid packages) received by the related Non-Serviced Special Servicer, a copy of the most recent appraisal and certain other supplementary documents (if requested by such holder), and (c) until the sale is completed, and a reasonable period (but no less time than is afforded to

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other offerors and the applicable Non-Serviced Directing Certificateholder under the related Non-Serviced PSA) prior to the proposed sale date, all information and documents being provided to offerors or otherwise approved by the related Non-Serviced Master Servicer or Non-Serviced Special Servicer in connection with the proposed sale.

The Non-Serviced AB Whole Loan

General Motors Building Whole Loan

General

The General Motors Building Mortgage Loan, representing approximately 9.2% of the Initial Pool Balance, is part of a Whole Loan that is part of a split loan structure comprised of thirty-four (34) senior promissory notes and four (4) subordinate promissory notes, each of which is secured by the same mortgage instrument on the same underlying Mortgaged Property, with an aggregate initial principal balance of $2,300,000,000. Two such senior promissory notes, Note A-1-C4 and Note A-1-A3, with an aggregate initial principal balance of $111,900,000 (the “General Motors Building Mortgage Loan”), will be deposited into this securitization.

The General Motors Building Whole Loan (as defined below), is evidenced by (i) the General Motors Building Mortgage Loan, (ii) eight (8) senior promissory notes designated as Note A-1-S, Note A-2-S, Note A-3-S, Note A-4-S, Note A-1-C1, Note A-2-C1, Note A-3-C1 and Note A-4-C1 (the “General Motors Building Standalone Pari Passu Companion Loans”), which have an aggregate initial principal balance of $725,000,000; (iii) twenty-four (24) senior promissory notes designated as Note A-1-C2, Note A-1-C3-1, Note A-1-C3-2, Note A-1-A1, Note A-1-A2, Note A-2-C2-1, Note A-2-C2-2-A, Note A-2-C2-2-B, Note A-2-C3, Note A-2-A1, Note A-2-A2, Note A-2-A3, Note A-3-C2, Note A-3-C3-1, Note A-3-C3-2, Note A-3-A1, Note A-3-A2-1, Note A-3-A2-2, Note A-3-A3, Note A-4-C2, Note A-4-C3, Note A-4-A1, Note A-4-A2 and Note A-4-A3 (the “General Motors Building Non-Standalone Pari Passu Companion Loans” and, together with the General Motors Building Standalone Pari Passu Companion Loans, the “General Motors Building Pari Passu Companion Loans”), which have an aggregate initial principal balance of $633,100,000; and (iv) four (4) subordinate promissory notes designated as Note B-1-S, Note B-2-S, Note B-3-S and Note B-4-S (the “General Motors Building Subordinate Companion Loans” and, together with the General Motors Building Standalone Pari Passu Companion Loans, the “General Motors Building Standalone Companion Loans”), which have an aggregate initial principal balance of $830,000,000.

The General Motors Building Mortgage Loan, the General Motors Building Pari Passu Companion Loans and the General Motors Building Subordinate Companion Loans are referred to herein, collectively, as the “General Motors Building Whole Loan”, and the General Motors Building Pari Passu Companion Loans and the General Motors Building Subordinate Companion Loans are referred to herein as the “General Motors Building Companion Loans”. The General Motors Building Pari Passu Companion Loans are generally pari passu in right of payment with each other and with the General Motors Building Mortgage Loan. The General Motors Building Subordinate Companion Loans are generally pari passu in right of payment with each other, but subordinate in right of payment with respect to the General Motors Building Mortgage Loan and General Motors Building Pari Passu Companion Loans.

Only the General Motors Building Mortgage Loan is included in the issuing entity. The General Motors Building Standalone Companion Loans have been contributed to a securitization trust governed by the BXP Trust 2017-GM TSA (the “BXP 2017-GM

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Securitization”). The remaining General Motors Building Pari Passu Companion Loans have either been contributed to other securitizations or are expected to be contributed to other securitizations from time to time in the future, however, the holders of the related unsecuritized promissory notes are under no obligation to do so.

The rights of the holders of the promissory notes evidencing the General Motors Building Whole Loan (the “General Motors Building Noteholders”) are subject to an Intercreditor Agreement (the “General Motors Building Intercreditor Agreement”). The following summaries describe certain provisions of the General Motors Building Intercreditor Agreement. 

Servicing

The General Motors Building Whole Loan (including the General Motors Building Mortgage Loan) and any related REO Property will be serviced and administered pursuant to the terms of the BXP Trust 2017-GM TSA by Wells Fargo Bank, National Association as servicer (the “General Motors Building Servicer”), and, if necessary, AEGON USA Realty Advisors, LLC, an Iowa limited liability company, as special servicer (the “General Motors Building Special Servicer”), in the manner described under “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans—Servicing of the General Motors Building Mortgage Loan”, but subject to the terms of the General Motors Building Intercreditor Agreement. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans—Servicing of the General Motors Building Mortgage Loan”.

Advances

The master servicer or the trustee, as applicable, will be responsible for making any required principal and interest advances on the General Motors Building Mortgage Loan (but not on the General Motors Building Companion Loans) pursuant to the terms of the PSA unless the master servicer, the special servicer or the trustee, as applicable, determines that such an advance would not be recoverable from collections on the General Motors Building Mortgage Loan. Principal and interest advances in respect of the General Motors Building Companion Loans and property protection advances in respect of the General Motors Building Whole Loan will be made as described under “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans—Servicing of the General Motors Building Mortgage Loan”.

Application of Payments Prior to a General Motors Building Triggering Event of Default

Generally, as long as no (i) event of default with respect to an obligation of the General Motors Building Whole Loan borrower to pay money due under the General Motors Building Whole Loan or (ii) non-monetary event of default (other than an imminent event of default) as a result of which the General Motors Building Whole Loan becomes a specially serviced mortgage loan under the BXP Trust 2017-GM TSA (a “General Motors Building Triggering Event of Default”) has occurred and is continuing, all amounts available for payment on the General Motors Building Whole Loan (excluding (i) all amounts for required reserves or escrows required by the related loan documents to be held as reserves or escrows, (ii) all amounts received as reimbursements on account of recoveries in respect of property protection expenses or property protection advances then due and payable or reimbursable to the trustee under the BXP Trust 2017-GM TSA (the “General Motors Building Trustee”), the General Motors Building Servicer, the General Motors Building Special Servicer, and (iii) certain amounts payable or reimbursable to the General Motors Building Servicer, the General Motors Building Special Servicer, the Master Servicer, the Trustee and each master

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servicer and trustee for any securitization relating to a General Motors Building Pari Passu Companion Loan, including but not limited to principal and interest advances and administrative advances), will be allocated, subject to any deduction, reimbursement, recovery or other payment required or permitted under the General Motors Building Intercreditor Agreement, as follows:

● first, to the holders of the General Motors Building Pari Passu Companion Loans and the issuing entity, as holder of the General Motors Building Mortgage Loan, on a pro rata and pari passu basis up to the amount of any unreimbursed costs and expenses paid by such holders (or paid or advanced by the General Motors Building Servicer, the General Motors Building Special Servicer or the General Motors Building Trustee, as applicable) with respect to the General Motors Building Whole Loan pursuant to the terms of the General Motors Building Intercreditor Agreement or the BXP Trust 2017-GM TSA;

● second, to the holders of the General Motors Building Pari Passu Companion Loans and the issuing entity, as holder of the General Motors Building Mortgage Loan, on a pro rata and pari passu basis, based on their respective interest entitlements, in each case in an amount equal to the accrued and unpaid interest on the principal balance of its respective notes;

● third, to the holders of the General Motors Building Subordinate Companion Loans on a pro rata and pari passu basis, based on their respective interest entitlements, in an amount equal to the accrued and unpaid interest on the principal balance of its respective note;

● fourth, pro rata, to the holders of the General Motors Building Pari Passu Companion Loans and to the issuing entity, as holder of the General Motors Building Mortgage Loan, in an amount equal to their respective principal entitlement allocated pursuant to the related loan documents with respect to the applicable payment date, which amount will be applied in reduction of the principal balances of the General Motors Building Pari Passu Companion Loans and General Motors Building Mortgage Loan;

● fifth, if the proceeds of any foreclosure sale or any liquidation of the General Motors Building Whole Loan or the related Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses first through fourth and, as a result of a workout the principal balances of General Motors Building Mortgage Loan and General Motors Building Pari Passu Companion Loans have been reduced (to the extent such reductions were made in accordance with the terms of the BXP Trust 2017-GM TSA notwithstanding the discussion and allocations set forth under
“—Workout” below by reason of the insufficiency of the General Motors Building Subordinate Companion Loans to bear the full economic effect of the workout), such excess amount will be paid to the holders of the General Motors Building Pari Passu Companion Loans and the issuing entity, as holder of the General Motors Building Mortgage Loan, on a pro rata and pari passu basis (x) first, in an amount up to the reduction, if any, of the aggregate principal balance of the related notes as a result of such workout and (y) second, in an amount equal to interest on the amount described in clause (x) at the interest rate applicable to the General Motors Building Whole Loan;

● sixth, to the holders of the General Motors Building Subordinate Companion Loans on a pro rata and pari passu basis up to the amount of any unreimbursed costs and expenses paid by the holders of the General Motors Building Subordinate Companion Loans (or paid or advanced by the General Motors Building Servicer, the General

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Motors Building Special Servicer or the General Motors Building Trustee, as applicable) with respect to the General Motors Building Whole Loan pursuant to the terms of the General Motors Building Intercreditor Agreement or the BXP Trust 2017-GM TSA;

● seventh, to the holders of the General Motors Building Subordinate Companion Loans on a pro rata and pari passu basis in an amount equal to their respective principal entitlement allocated pursuant to the related loan documents with respect to the applicable payment date, which amount will be applied in reduction of the principal balance of the General Motors Building Subordinate Companion Loans;

● eighth, if the proceeds of any foreclosure sale or any liquidation of the General Motors Building Whole Loan or the related Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses first through seventh and, as a result of a workout the principal balances of the General Motors Building Subordinate Companion Loans have been reduced, such excess amount will be paid to the holders of the General Motors Building Subordinate Companion Loans on a pro rata and pari passu basis (x) first, in an amount up to the reduction, if any, of the aggregate principal balance of the General Motors Building Subordinate Companion Loans as a result of such workout and (y) second, in an amount equal to interest on the amount described in clause (x) at the interest rate applicable to the General Motors Building Whole Loan;

● ninth, to the holders of the General Motors Building Pari Passu Companion Loans, the General Motors Building Subordinate Companion Loans and the issuing entity, as holder of the General Motors Building Mortgage Loan, pro rata, any prepayment or yield maintenance premium, to the extent paid by the General Motors Building Whole Loan borrower;

● tenth, to the extent assumption fees, transfer fees, late payment fees or charges (other than any prepayment or yield maintenance premium) actually paid by the General Motors Building Whole Loan borrower are not required to be otherwise applied under the BXP Trust 2017-GM TSA, including, without limitation, to provide reimbursement for any interest on any advance (calculated at the related advance rate), to pay any additional servicing expenses or to compensate the General Motors Building Servicer or the General Motors Building Special Servicer, as applicable (in each case provided that such reimbursements or payments relate to the General Motors Building Whole Loan), any such fees or expenses, to the extent actually paid by the General Motors Building borrower, will be paid to the holders of the General Motors Building Pari Passu Companion Loans, the holders of the General Motors Building Subordinate Companion Loans and the issuing entity, as holder of the General Motors Building Mortgage Loan, pro rata; and

● eleventh, if any excess amount is available to be distributed in respect of the General Motors Building Whole Loan, and not otherwise applied in accordance with the foregoing clause first through tenth, any remaining amounts will be paid pro rata to the holders of the General Motors Building Pari Passu Companion Loans, the holders of the General Motors Building Subordinate Companion Loans and the issuing entity, as holder of the General Motors Building Mortgage Loan;

provided, that to the extent required under the REMIC provisions of the Code, payments or proceeds received with respect to any partial release of any portion of the related Mortgaged Property (including pursuant to a condemnation) at a time when the loan-to-value ratio of the General Motors Building Whole Loan (as determined in accordance with

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applicable REMIC requirements) exceeds 125% (based solely upon the value of the remaining real property and excluding any personal property or going concern value) must be allocated to reduce the principal balance of the General Motors Building Pari Passu Companion Loans, the General Motors Building Subordinate Companion Loans and the General Motors Building Mortgage Loan in the manner permitted or required by such REMIC provisions.

Application of Payments After a General Motors Building Triggering Event of Default

Generally, for so long as a General Motors Building Triggering Event of Default has occurred and is continuing, all amounts available for payment on the General Motors Building Whole Loan (excluding (i) all amounts for required reserves or escrows required by the related loan documents to be held as reserves or escrows, (ii) all amounts received as reimbursements on account of recoveries in respect of property protection expenses or property protection advances then due and payable or reimbursable to the General Motors Building Trustee, the General Motors Building Servicer or the General Motors Building Special Servicer, and (iii) certain amounts payable or reimbursable to the General Motors Building Servicer, the General Motors Building Special Servicer, the Master Servicer, the Trustee and each master servicer and trustee for any securitization relating to a General Motors Building Pari Passu Companion Loan, including but not limited to principal and interest advances and administrative advances), will be allocated, subject to any deduction, reimbursement, recovery or other payment required or permitted under the General Motors Building Intercreditor Agreement, as follows:

● first, to the holders of the General Motors Building Pari Passu Companion Loans and the issuing entity, as holder of the General Motors Building Mortgage Loan, on a pro rata and pari passu basis up to the amount of any unreimbursed costs and expenses paid by such holders (or paid or advanced by the General Motors Building Servicer, the General Motors Building Special Servicer or the General Motors Building Trustee, as applicable) with respect to the General Motors Building Whole Loan pursuant to the terms of the General Motors Building Intercreditor Agreement or the BXP Trust 2017-GM TSA;

● second, to the holders of the General Motors Building Pari Passu Companion Loans and the issuing entity, as holder of the General Motors Building Mortgage Loan, on a pro rata and pari passu basis, based on their respective interest entitlements, in each case in an amount equal to the accrued and unpaid interest on the principal balance of its respective notes;

● third, to the holders of the General Motors Building Subordinate Companion Loans on a pro rata and pari passu basis, based on their respective interest entitlements, in an amount equal to the accrued and unpaid interest on the principal balance of their respective notes;

● fourth, to the holders of the General Motors Building Pari Passu Companion Loans and the issuing entity, as holder of the General Motors Building Mortgage Loan, on a pro rata and pari passu basis, until the principal balances of the General Motors Building Pari Passu Companion Loan and the General Motors Building Mortgage Loan have been reduced to zero;

● fifth, if the proceeds of any foreclosure sale or any liquidation of the General Motors Building Whole Loan or the related Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses first through fourth and, as a

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result of a workout the principal balances of General Motors Building Mortgage Loan and General Motors Building Pari Passu Companion Loans have been reduced (to the extent such reductions were made in accordance with the terms of the BXP Trust 2017-GM TSA notwithstanding the discussion and allocations set forth under “—Workout” below by reason of the insufficiency of the General Motors Building Subordinate Companion Loans to bear the full economic effect of the workout), such excess amount will be paid to the holders of the General Motors Building Pari Passu Companion Loans and the issuing entity, as holder of the General Motors Building Mortgage Loan, on a pro rata and pari passu basis (x) first, in an amount up to the reduction, if any, of the aggregate principal balance of the related notes as a result of such workout and (y) second, in an amount equal to interest on the amount described in clause (x) at the interest rate applicable to the General Motors Building Whole Loan;

● sixth, to the holders of the General Motors Building Subordinate Companion Loans on a pro rata and pari passu basis up to the amount of any unreimbursed costs and expenses paid by the holders of the General Motors Building Subordinate Companion Loans (or paid or advanced by the General Motors Building Servicer, the General Motors Building Special Servicer or the General Motors Building Trustee, as applicable) with respect to the General Motors Building Whole Loan pursuant to the terms of the General Motors Building Intercreditor Agreement or the BXP Trust 2017-GM TSA;

● seventh to the holders of the General Motors Building Subordinate Companion Loans on a pro rata and pari passu basis until the principal balances of the General Motors Building Subordinate Companion Loans have been reduced to zero;

● eighth, if the proceeds of any foreclosure sale or any liquidation of the General Motors Building Whole Loan or the related Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses first through seventh and, as a result of a workout the principal balances of the General Motors Building Subordinate Companion Loans have been reduced, such excess amount will be paid to the holders of the General Motors Building Subordinate Companion Loans on a pro rata and pari passu basis (x) first, in an amount up to the reduction, if any, of the aggregate principal balances of the General Motors Building Subordinate Companion Loans as a result of such workout, and (y) second, in an amount equal to interest on the amount described in clause (x) at the interest rate applicable to the General Motors Building Whole Loan;

● ninth, to the holders of the General Motors Building Pari Passu Companion Loans, the General Motors Building Subordinate Companion Loans and the issuing entity, as holder of the General Motors Building Mortgage Loan, pro rata, any prepayment or yield maintenance premium, to the extent paid by the General Motors Building Whole Loan borrower;

● tenth, to the extent assumption fees, transfer fees, late payment fees or charges (other than any prepayment or yield maintenance premium) actually paid by the General Motors Building Whole Loan borrower are not required to be otherwise applied under the BXP Trust 2017-GM TSA, including, without limitation, to provide reimbursement for any interest on any Advance (calculated at the related advance rate), to pay any additional servicing expenses or to compensate the General Motors Building Servicer or the General Motors Building Special Servicer, as applicable (in each case provided that such reimbursements or payments relate to the General Motors Building Servicer or the General Motors Building Special Servicer), any such

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fees or expenses, to the extent actually paid by the General Motors Building borrower, will be paid to the holders of the General Motors Building Pari Passu Companion Loans, the holders of the General Motors Building Subordinate Companion Loans and the issuing entity, as holder of the General Motors Building Mortgage Loan, pro rata; and

● eleventh, if any excess amount is available to be distributed in respect of the General Motors Building Whole Loan, and not otherwise applied in accordance with the foregoing clause first through tenth, any remaining amounts will be paid pro rata to the holders of the General Motors Building Pari Passu Companion Loans, the holders of the General Motors Building Subordinate Companion Loans and the issuing entity, as holder of the General Motors Building Mortgage Loan,

provided, that to the extent required under the REMIC provisions of the Code, payments or proceeds received with respect to any partial release of any portion of the related Mortgaged Property (including pursuant to a condemnation) at a time when the loan-to-value ratio of the General Motors Building Whole Loan (as determined in accordance with applicable REMIC requirements) exceeds 125% (based solely upon the value of the remaining real property and excluding any personal property or going concern value) must be allocated to reduce the principal balance of the General Motors Building Pari Passu Companion Loans, the General Motors Building Subordinate Companion Loans and the General Motors Building Mortgage Loan in the manner permitted or required by such REMIC provisions.

Notwithstanding the foregoing, if a monthly payment advance is made with respect to the General Motors Building Mortgage Loan or any related companion loan pursuant to the terms of the related pooling and servicing agreement, such advance, will be reimbursed out of funds on deposit in the collection account under the BXP Trust 2017-GM TSA prior to the remittance of such funds for distribution to the issuing entity, as the holder of the General Motors Building Mortgage Loan or to the holders of the General Motors Building Companion Loans.

The issuing entity is required to pay its pro rata share of any unanticipated trust fund expenses relating to the servicing of the General Motors Building Whole Loan in accordance with the BXP Trust 2017-GM TSA and the General Motors Building Intercreditor Agreement to the extent that such amounts remain unpaid or unreimbursed after funds received from the related borrower for payment of such amounts and any principal and interest collections allocable to the General Motors Building Subordinate Companion Loans have been applied to pay such amounts (it being understood that the pro rata share payable by the issuing entity under this paragraph would be determined by allocating such unanticipated trust expenses, as the case may be, first to the General Motors Building Subordinate Companion Loans).

To the extent collections received after the final liquidation of the General Motors Building Whole Loan or the related Mortgaged Property are not sufficient to pay such fees and expenses incurred in connection with the servicing and administration of the General Motors Building Whole Loan in full, the issuing entity will be required to pay or reimburse its pro rata share of such unpaid fees and expenses (after allocating such fees and expenses first to the General Motors Building Subordinate Companion Loans) from general collections on the other mortgage loans in the trust. This may result in temporary (or, if not ultimately reimbursed, permanent) shortfalls to holders of the certificates.

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Consultation and Control

The controlling noteholder under the General Motors Building Intercreditor Agreement will be the securitization trust created pursuant to the terms of the BXP Trust 2017-GM TSA. Pursuant to the terms of the BXP Trust 2017-GM TSA, the related controlling class representative (the “General Motors Building Directing Certificateholder”) will have consent and/or consultation rights with respect to the General Motors Building Whole Loan similar, but not necessarily identical, to those held by the Directing Certificateholder under the terms of the PSA. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans—Servicing of the General Motors Building Mortgage Loan”.

In addition, pursuant to the terms of the General Motors Building Intercreditor Agreement, the issuing entity, as a non-controlling note holder will (i) have the right to receive copies of all notices, information and reports that the General Motors Building Servicer or the General Motors Building Special Servicer, as applicable, is required to provide to the General Motors Building Directing Certificateholder (within the same time frame such notices, information and reports to the General Motors Building Directing Certificateholder without regard to whether or not the General Motors Building Directing Certificateholder actually has lost any rights to receive such information as a result of a consultation termination event or control termination event under the BXP Trust 2017-GM TSA) with respect to any major decisions to be taken with respect to the General Motors Building Whole Loan or the implementation of any recommended action outlined in an asset status report relating to the General Motors Building Whole Loan and (ii) have the right to be consulted on a strictly non-binding basis to the extent the issuing entity requests consultation with respect to certain major decisions to be taken with respect to the General Motors Building Whole Loan or the implementation of any recommended action outlined in an asset status report relating to the General Motors Building Whole Loan. The consultation rights of the issuing entity will expire 10 business days following the delivery of written notice and information relating to the matter subject to consultation whether or not the issuing entity has responded within such period; provided that if the General Motors Building Servicer or the General Motors Building Special Servicer, as applicable, proposes a new course of action that is materially different from the actions previously proposed, the 10 business day consultation period will be deemed to begin anew from the date of delivery of such new proposal and delivery of all information related to such new proposal. Notwithstanding the consultation rights of the issuing entity as described above, the General Motors Building Servicer or the General Motors Building Special Servicer, as applicable, is permitted to make any material decision or take any action set forth in the asset status report before the expiration of the aforementioned 10 business day period if it determines that immediate action with respect to such decision is necessary to protect the interests of the holders of the General Motors Building Mortgage Loan, the related General Motors Building Pari Passu Companion Loans and the related the General Motors Building Subordinate Companion Loans. Neither the General Motors Building Servicer nor the General Motors Building Special Servicer will be obligated at any time to follow or take any alternative actions recommended by the holder of the General Motors Building Mortgage Loan (or its representative). The operating advisor will generally have no obligations or consultation rights under the PSA with respect to the General Motors Building Whole Loan or any related REO Property.

Sale of Defaulted General Motors Building Whole Loan

Pursuant to the terms of the General Motors Building Intercreditor Agreement, if the General Motors Building Whole Loan becomes a defaulted loan pursuant to the terms of the BXP Trust 2017-GM TSA, and if the General Motors Building Special Servicer determines to sell the General Motors Building Pari Passu Companion Loans in accordance with the BXP

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Trust 2017-GM TSA, then the General Motors Building Special Servicer will be required to sell the General Motors Building Mortgage Loan together with the General Motors Building Pari Passu Companion Loans and the General Motors Building Subordinate Companion Loans as one whole loan. In connection with any such sale, the General Motors Building Special Servicer will be required to follow the procedures set forth under the BXP Trust 2017-GM TSA. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans—Servicing of the General Motors Building Mortgage Loan”. Proceeds of the sale of the General Motors Building Whole Loan will be distributed in accordance with the priority of payments described in “—Application of Payments After a General Motors Building Triggering Event of Default” above.

Notwithstanding the foregoing, the General Motors Building Special Servicer will not be permitted to sell the General Motors Building Pari Passu Companion Loans together with the General Motors Building Mortgage Loan if such loan becomes a defaulted loan without the written consent of the issuing entity as holder of the General Motors Building Mortgage Loan (provided that such consent is not required if the issuing entity is the borrower or an affiliate of the borrower) unless the General Motors Building Special Servicer has delivered to the issuing entity: (a) at least 15 business days’ prior written notice of any decision to attempt to sell the related Whole Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the General Motors Building Special Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the General Motors Building Whole Loan, and any documents in the servicing file reasonably requested by the issuing entity; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved by the General Motors Building Servicer or the General Motors Building Special Servicer in connection with the proposed sale. Subject to the terms of the BXP Trust 2017-GM TSA, the holder of the General Motors Building Mortgage Loan (or its representative) will be permitted to submit an offer at any sale of the related Whole Loan (unless such person is the borrower or an agent or affiliate of the borrower).

Special Servicer Appointment Rights

Pursuant to the terms of the General Motors Building Intercreditor Agreement and the BXP Trust 2017-GM TSA, the securitization trust created pursuant to the BXP Trust 2017-GM TSA, as the controlling noteholder, will have the right, with or without cause, to replace the General Motors Building Special Servicer then acting with respect to the General Motors Building Whole Loan and appoint a replacement special servicer in accordance with the BXP Trust 2017-GM TSA. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans—Servicing of the General Motors Building Mortgage Loan”.

Additional Information

Each of the tables presented in Annex A-2 sets forth selected characteristics of the pool of Mortgage Loans as of the Cut-off Date, if applicable. For a detailed presentation of certain additional characteristics of the Mortgage Loans and the Mortgaged Properties on an individual basis, see Annex A-1. For a brief summary of the largest 15 Mortgage Loans in the pool of Mortgage Loans, see Annex A-3.

The description in this prospectus, including Annex A-1, A-2 and A-3, of the Mortgage Pool and the Mortgaged Properties is based upon the Mortgage Pool as expected to be constituted at the close of business on the Cut-off Date, as adjusted for the scheduled

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principal payments due on the Mortgage Loans on or before the Cut-off Date. Prior to the issuance of the Offered Certificates, a Mortgage Loan may be removed from the Mortgage Pool if the depositor deems such removal necessary or appropriate or if it is prepaid. This may cause the range of Mortgage Rates and maturities as well as the other characteristics of the Mortgage Loans to vary from those described in this prospectus.

A Form ABS-EE with the information required by Item 1125 of Regulation AB (17 C.F.R. 229.1125), Schedule AL – Asset-Level Information will be filed or caused to be filed by the depositor with respect to the issuing entity on or prior to the date of the filing of this prospectus and will provide such information for a reporting period commencing on the day after the hypothetical Determination Date in August 2017 and ending on the hypothetical Determination Date in September 2017. In addition, a Current Report on Form 8-K containing detailed information regarding the Mortgage Loans will be available to persons (including beneficial owners of the Offered Certificates) who receive this prospectus and will be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), together with the PSA, with the United States Securities and Exchange Commission (the “SEC”) on or prior to the date of the filing of the final prospectus.

Transaction Parties

The Sponsors and Mortgage Loan Sellers

Wells Fargo Bank, National Association, Bank of America, National Association, Morgan Stanley Bank, N.A., National Cooperative Bank, N.A. and National Consumer Cooperative Bank are referred to in this prospectus as the “originators”. The depositor will acquire the Mortgage Loans from Wells Fargo Bank, National Association, Bank of America, National Association, Morgan Stanley Mortgage Capital Holdings LLC and National Cooperative Bank, N.A. on or about September 28, 2017 (the “Closing Date”). Each mortgage loan seller is a “sponsor” of the securitization transaction described in this prospectus. The depositor will cause the Mortgage Loans in the Mortgage Pool to be assigned to the trustee pursuant to the PSA.

Wells Fargo Bank, National Association

General

Wells Fargo Bank, National Association (“Wells Fargo Bank”), a national banking association, is a wholly-owned subsidiary of Wells Fargo & Company (NYSE: WFC). The principal office of Wells Fargo Bank’s commercial mortgage origination division is located at 4150 E 42nd Street, 38th Floor, New York, New York 10017, and its telephone number is (212) 214-7468. Wells Fargo Bank is engaged in a general consumer banking, commercial banking, and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. Wells Fargo Bank is a national banking association chartered by the Office of the Comptroller of the Currency (the “OCC”) and is subject to the regulation, supervision and examination of the OCC. Wells Fargo Bank is also the successor by merger to Wachovia Bank, National Association (“Wachovia Bank”), which, together with Wells Fargo Securities, LLC (formerly known as Wachovia Capital Markets, LLC), was previously a subsidiary of Wachovia Corporation. On December 31, 2008, Wachovia Corporation merged with and into Wells Fargo & Company. As a result of this transaction, the depositor, Wachovia Bank and Wells Fargo Securities, LLC became wholly-owned subsidiaries of Wells Fargo & Company, and affiliates of Wells Fargo Bank. On March 20, 2010, Wachovia Bank merged with and into Wells Fargo Bank.

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Wells Fargo Bank, National Association’s Commercial Mortgage Securitization Program

Prior to its merger with Wachovia Bank, Wells Fargo Bank was an active participant in securitizations of commercial and multifamily mortgage loans as a mortgage loan seller and sponsor in securitizations for which unaffiliated entities acted as depositor. Between the inception of its commercial mortgage securitization program in 1995 and December 2007, Wells Fargo Bank originated approximately 5,360 fixed-rate commercial and multifamily mortgage loans with an aggregate original principal balance of approximately $32.4 billion, which were included in approximately 61 securitization transactions.

Prior to its merger into Wells Fargo Bank, one of Wachovia Bank’s primary business lines was the underwriting and origination of mortgage loans secured by commercial or multifamily properties. With its commercial mortgage lending affiliates and predecessors, Wachovia Bank began originating and securitizing commercial mortgage loans in 1995. The total amount of commercial mortgage loans originated and securitized by Wachovia Bank from 1995 through November 2007 was approximately $87.9 billion. Approximately $81.0 billion of such commercial mortgage loans were securitized by an affiliate of Wachovia Bank acting as depositor, and approximately $6.9 billion were securitized by an unaffiliated entity acting as depositor.

Since 2010, and following the merger of Wachovia Bank into Wells Fargo Bank, Wells Fargo Bank has resumed its active participation in the securitization of commercial and multifamily mortgage loans. Wells Fargo Bank originates commercial and multifamily mortgage loans and, together with other mortgage loan sellers and sponsors, participates in the securitization of such mortgage loans by transferring them to the depositor or to an unaffiliated securitization depositor. In coordination with its affiliate, Wells Fargo Securities, LLC, and other underwriters, Wells Fargo Bank works with rating agencies, mortgage loan sellers, subordinated debt purchasers and master servicers in structuring securitizations in which it is a sponsor, mortgage loan seller and originator. For the twelve-month period ended December 31, 2016, Wells Fargo Bank securitized commercial and multifamily mortgage loans with an aggregate original principal balance of approximately $3.63 billion. Since the beginning of 2010, Wells Fargo Bank originated approximately 1,736 fixed-rate commercial and multifamily mortgage loans with an aggregate original principal balance of approximately $31.8 billion, which were included in 93 securitization transactions. The properties securing these loans include multifamily, office, retail, industrial, hospitality and self storage properties. Wells Fargo Bank and certain of its affiliates also originate other commercial and multifamily mortgage loans that are not securitized, including subordinated and mezzanine loans.

In addition to commercial and multifamily mortgage loans, Wells Fargo Bank and its affiliates have originated and securitized residential mortgage loans, auto loans, home equity loans, credit card receivables and student loans. Wells Fargo Bank and its affiliates have also served as sponsors, issuers, master servicers, servicers, certificate administrators, custodians and trustees in a wide array of securitization transactions.

Wells Fargo Bank’s Commercial Mortgage Loan Underwriting

General. Wells Fargo Bank’s commercial real estate finance group has the authority, with the approval from the appropriate credit authority, to originate fixed-rate, first lien commercial, multifamily or manufactured housing community mortgage loans for securitization. Wells Fargo Bank’s commercial real estate finance operation is staffed by real estate professionals. Wells Fargo Bank’s loan underwriting group is an integral component of the commercial real estate finance group which also includes groups responsible for loan origination and closing mortgage loans.

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Upon receipt of an executed loan application, Wells Fargo Bank’s loan underwriters commence a review of the borrower’s financial condition and creditworthiness and the real property which will secure the loan.

Notwithstanding the discussion below, given the unique nature of income-producing real properties, the underwriting and origination procedures and the credit analysis with respect to any particular multifamily or commercial mortgage loan may differ significantly from one asset to another, and will be driven by circumstances particular to that property, including, among others, its type, current use, physical quality, size, environmental condition, location, market conditions, capital reserve requirements and additional collateral, tenants and leases, borrower identity, borrower sponsorship and/or performance history, and certain other factors. Consequently, we cannot assure you that the underwriting of any particular multifamily or commercial mortgage loan will conform to each of the general procedures described in this “—Wells Fargo Bank’s Commercial Mortgage Loan Underwriting” section. For important information about the circumstances that have affected the underwriting of the mortgage loans in the mortgage pool, see the “Risk Factors” and “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines” sections of this prospectus and the other subsections of this “Transaction Parties” section.

If a mortgage loan exhibits any one of the following credit positive characteristics, variances from general underwriting/origination procedures described below may be considered acceptable under the circumstances indicated: (i) low loan-to-value ratio; (ii) high debt service coverage ratio; (iii) experienced sponsor(s)/guarantor(s) with financial wherewithal; and (iv) elements of recourse included in the loan.

Loan Analysis. Generally, Wells Fargo Bank performs both a credit analysis and collateral analysis with respect to a loan applicant and the real estate that will secure the loan. In general, credit analysis of the borrower and the real estate includes a review of historical financial statements (or, in the case of acquisitions, often only current financial statements), rent rolls, certain leases, third-party credit reports, judgments, liens, bankruptcy and pending litigation searches and, if applicable, the loan payment history of the borrower. Wells Fargo Bank typically performs a qualitative analysis which incorporates independent credit checks and published debt and equity information with respect to certain principals of the borrower as well as the borrower itself. Borrowers are generally required to be single-purpose entities. The collateral analysis typically includes an analysis of the following, to the extent available and applicable based on property type: historical property operating statements, rent rolls, operating budgets, a projection of future performance, and a review of certain tenant leases. Depending on the type of collateral property and other factors, the credit of key tenants may also be reviewed. Each mortgaged property is generally inspected by a Wells Fargo Bank underwriter or qualified designee. Wells Fargo Bank generally requires third-party appraisals, as well as environmental and property condition reports and, if determined by Wells Fargo Bank to be applicable, seismic reports. Each report is reviewed for acceptability by a staff member of Wells Fargo Bank or a third-party consultant. Generally, the results of these reviews are incorporated into the underwriting report. In some instances, one or more of the procedures may be waived or modified by Wells Fargo Bank if it is determined not to adversely affect the mortgage loans originated by it in any material respect.

Loan Approval. Prior to loan closing, all mortgage loans to be originated by Wells Fargo Bank must be approved by one or more officers of Wells Fargo Bank (depending on loan size), who may approve a mortgage loan as recommended, request additional due diligence, modify the loan terms or decline a loan transaction.

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Debt Service Coverage Ratios and Loan-to-Value Ratios. Generally, the debt service coverage ratios for Wells Fargo Bank mortgage loans will be equal to or greater than 1.20x; provided, however, that variances may be made when consideration is given to circumstances particular to the mortgage loan, the related mortgaged property, loan-to-value ratio, reserves or other factors. For example, Wells Fargo Bank may originate a mortgage loan with a debt service coverage ratio below 1.20x based on, among other things, the amortization features of the mortgage loan (for example, if the mortgage loan provides for relatively rapid amortization), the type of tenants and leases at the mortgaged property, the taking of additional collateral such as reserves, letters of credit and/or guarantees, Wells Fargo Bank’s judgment of improved property and/or market performance in the future and/or other relevant factors.

Generally, the loan-to-value ratio for Wells Fargo Bank mortgage loans will be equal to or less than 80%; provided, however, that variances may be made when consideration is given to circumstances particular to the mortgage loan, the related mortgaged property, debt service coverage, reserves or other factors. For example, Wells Fargo Bank may originate a mortgage loan with a loan-to-value ratio above 80% based on, among other things, the amortization features of the mortgage loan (for example, if the mortgage loan provides for relatively rapid amortization), the type of tenants and leases at the related mortgaged property, the taking of additional collateral such as reserves, letters of credit and/or guarantees, Wells Fargo Bank’s judgment of improved property and/or performance in the future and/or other relevant factors.

While the foregoing discussion generally reflects how calculations of debt service coverage ratios are made, it does not necessarily reflect the specific calculations made to determine the debt service coverage ratio disclosed in this prospectus with respect to the mortgage loans to be sold to us by Wells Fargo Bank for deposit into the trust fund.

Additional Debt. When underwriting a multifamily or commercial mortgage loan, Wells Fargo Bank will take into account whether the mortgaged property and/or direct or indirect interest in a related borrower are encumbered by additional debt and will analyze the likely effect of that additional debt on repayment of the subject mortgage loan. It is possible that Wells Fargo Bank or an affiliate will be the lender on that additional debt, and may either sell such debt to an unaffiliated third party or hold it in inventory.

The combined debt service coverage ratios and loan-to-value ratios of a mortgage loan and the related additional debt may be significantly below 1.20x and significantly above 80%, notwithstanding that the mortgage loan by itself may satisfy such guidelines.

Assessments of Property Condition. As part of the underwriting process, Wells Fargo Bank will analyze the condition of the real property collateral for a prospective multifamily or commercial mortgage loan. To aid in that analysis, Wells Fargo Bank will typically inspect or retain a third party to inspect the property and will in most cases obtain the property assessments and reports described below.

Appraisals. Wells Fargo Bank will, in most cases, require that the real property collateral for a prospective multifamily or commercial mortgage loan be appraised by a state-certified appraiser, an appraiser belonging to the “Appraisal Institute”, a membership association of professional real estate appraisers, or an otherwise qualified appraiser. In addition, Wells Fargo Bank will generally require that those appraisals be conducted in accordance with the Uniform Standards of Professional Appraisal Practices developed by The Appraisal Foundation, a not-for-profit organization established by the appraisal profession. Furthermore, the appraisal report will usually include or be accompanied by a separate letter that includes a statement by the appraiser that the guidelines in Title XI of the

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Financial Institutions Reform, Recovery and Enforcement Act of 1989 were followed in preparing the appraisal. In some cases, however, Wells Fargo Bank may establish the value of the subject real property collateral based on a cash flow analysis, a recent sales price or another method or benchmark of valuation.

Environmental Assessments. Wells Fargo Bank will, in most cases, require a Phase I environmental assessment with respect to the real property collateral for a prospective multifamily or commercial mortgage loan. However, when circumstances warrant, Wells Fargo Bank may utilize an update of a prior environmental assessment, a transaction screen or a desktop review. Alternatively, Wells Fargo Bank might forego an environmental assessment in limited circumstances, such as when it has obtained the benefits of an environmental insurance policy or an environmental guarantee. Furthermore, an environmental assessment conducted at any particular real property collateral will not necessarily cover all potential environmental issues. For example, an analysis for radon, lead-based paint and lead in drinking water will usually be conducted only at multifamily rental properties and only when Wells Fargo Bank or the environmental consultant believes that special circumstances warrant such an analysis.

Depending on the findings of the initial environmental assessment, Wells Fargo Bank may require additional record searches or environmental testing, such as a Phase II environmental assessment with respect to the real property collateral.

Engineering Assessments. In connection with the origination process, Wells Fargo Bank may require that an engineering firm inspect the real property collateral for any prospective multifamily or commercial mortgage loan to assess the structure, exterior walls, roofing, interior structure and/or mechanical and electrical systems. Based on the resulting report, Wells Fargo Bank will determine the appropriate response, if any, to any recommended repairs, corrections or replacements and any identified deferred maintenance.

Seismic Report. In general, prospective borrowers seeking loans secured by properties located in California or in seismic zones 3 or 4 obtain a seismic engineering report of the building and, based thereon and on certain statistical information, an estimate of damage based on the percentage of the replacement cost of the building in an earthquake scenario. This percentage of the replacement cost is expressed in terms of probable maximum loss (“PML”), probable loss (“PL”), or scenario expected loss (“SEL”). Generally, any of the mortgage loans as to which the property was estimated to have PML, PL or SEL in excess of 20% of the estimated replacement cost, would either be subject to a lower loan-to-value ratio limit at origination, be conditioned on seismic upgrading (or appropriate reserves or letter of credit for retrofitting), be conditioned on satisfactory earthquake insurance, or be structured with a degree of recourse to a guarantor.

Zoning and Building Code Compliance. In connection with the origination of a multifamily or commercial mortgage loan, Wells Fargo Bank will generally consider whether the use and occupancy of the related real property collateral is in material compliance with zoning, land-use, building rules, regulations and orders then applicable to that property. Evidence of this compliance may be in the form of one or more of the following: legal opinions; surveys; recorded documents; temporary or permanent certificates of occupancy; letters from government officials or agencies, including applicable land use and zoning regulations; title insurance endorsements; engineering or consulting reports; and/or representations by the related borrower.

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Where a mortgaged property as currently operated is a permitted nonconforming use and/or the structure and the improvements may not be rebuilt to the same dimensions or used in the same manner in the event of a major casualty, Wells Fargo Bank will consider whether—

● any major casualty that would prevent rebuilding has a sufficiently remote likelihood of occurring;

● casualty insurance proceeds together with the value of any additional collateral would be available in an amount estimated by Wells Fargo Bank to be sufficient to pay off the related mortgage loan in full;

● the real property collateral, if permitted to be repaired or restored in conformity with current law, would in Wells Fargo Bank’s judgment constitute adequate security for the related mortgage loan;

● whether a variance or other similar change in applicable zoning restrictions is potentially available, or whether the applicable governing entity is likely to enforce the related limitations; and/or

● to require the related borrower to obtain law and ordinance insurance and/or alternative mitigant is in place.

Escrow Requirements. Generally, Wells Fargo Bank requires most borrowers to fund various escrows for taxes and insurance, capital expenses and replacement reserves. Generally, the required escrows for mortgage loans originated by Wells Fargo Bank are as follows:

● Taxes—Typically, an initial deposit and monthly escrow deposits equal to 1/12th of the annual property taxes (based on the most recent property assessment and the current millage rate) are required to provide Wells Fargo Bank with sufficient funds to satisfy all taxes and assessments. Tax escrows may not be required if a property is a single tenant property and the tenant is required to pay taxes directly. Wells Fargo Bank may waive this escrow requirement under certain circumstances.

● Insurance—If the property is insured under an individual policy (i.e., the property is not covered by a blanket policy), typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property insurance premium are required to provide Wells Fargo Bank with sufficient funds to pay all insurance premiums. Insurance escrows may not be required if (i) the borrower maintains a blanket insurance policy, or (ii) the property is a single tenant property (which may include ground leased tenants) and the tenant is required to maintain property insurance. Wells Fargo Bank may waive this escrow requirement under certain circumstances.

● Replacement Reserves—Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan. Annual replacement reserves are generally underwritten to the suggested replacement reserve amount from an independent, third-party property condition or engineering report, or to certain minimum requirements by property type. Replacement reserves may not be required if the related mortgaged property is a single tenant property and the related tenant is responsible for all repairs and maintenance, including those required with respect to the roof and improvement structure. Wells Fargo Bank may waive this escrow requirement under certain circumstances.

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● Completion Repair/Environmental Remediation—Typically, a completion repair or remediation reserve is required where an environmental or engineering report suggests that such reserve is necessary. Upon funding of the related mortgage loan, Wells Fargo Bank generally requires that at least 115%-125% of the estimated costs of repairs or replacements be reserved and generally requires that repairs or replacements be completed within a year after the funding of the related mortgage loan. Wells Fargo Bank may waive this escrow requirement or adjust the timing to complete repairs under certain circumstances.

● Tenant Improvement/Lease Commissions—In most cases, various tenants have lease expirations within the mortgage loan term. To mitigate this risk, special reserves may be required to be funded either at closing of the mortgage loan and/or during the related mortgage loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants. Tenant Improvement/Lease Commissions may not be required for single tenant properties with leases that extend beyond the loan term or where rent at the mortgaged property is considered below market. Wells Fargo Bank may waive this escrow requirement under certain circumstances.

Furthermore, Wells Fargo Bank may accept an alternative to a cash escrow or reserve from a borrower, such as a letter of credit or a guarantee from the borrower or an affiliate of the borrower or periodic evidence that the items for which the escrow or reserve would have been established are being addressed. In some cases, Wells Fargo Bank may determine that establishing an escrow or reserve is not warranted in the event of the existence of one or more of the credit positive characteristics discussed above, or given the amounts that would be involved and Wells Fargo Bank’s evaluation of the ability of the mortgaged property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the subject expense or cost absent creation of an escrow or reserve.

Co-Originated or Third Party-Originated Mortgage Loans. From time to time, Wells Fargo Bank originates mortgage loans together with other financial institutions. The resulting mortgage loans are evidenced by two or more promissory notes, at least one of which will reflect Wells Fargo Bank as the payee. Wells Fargo Bank has in the past and may in the future deposit such promissory notes for which it is named as payee with one or more securitization trusts, while its co-originators have in the past and may in the future deposit such promissory notes for which they are named payee into other securitization trusts. The Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Westin Building Exchange, representing approximately 5.6% of the Initial Pool Balance, is part of a Whole Loan that was co-originated by Wells Fargo Bank, National Association and Column Financial, Inc. The Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Moffett Place B4, representing approximately 2.6% of the Initial Pool Balance, is part of a Whole Loan that was co-originated by Wells Fargo Bank, National Association and Deutsche Bank AG, acting through its New York Branch. The Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as First Stamford Place, representing approximately 2.1% of the Initial Pool Balance, is part of a Whole Loan that was co-originated by Wells Fargo Bank, National Association and JPMorgan Chase Bank, National Association.

Exceptions. One or more of Wells Fargo Bank’s Mortgage Loans may vary from the specific Wells Fargo Bank’s underwriting guidelines described above when additional credit positive characteristics are present as discussed above. In addition, in the case of one or more of Wells Fargo Bank’s Mortgage Loans, Wells Fargo Bank or another originator may not have applied each of the specific underwriting guidelines described above as the result of case-by-case permitted flexibility based upon other compensating factors. For any

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material exceptions to Wells Fargo Bank’s underwriting guidelines described above in respect of the Wells Fargo Bank Mortgage Loans, see “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines” in this prospectus.

Review of Mortgage Loans for Which Wells Fargo Bank is the Sponsor

Overview. Wells Fargo Bank, in its capacity as the sponsor of the Wells Fargo Bank Mortgage Loans, has conducted a review of the Wells Fargo Bank Mortgage Loans it is selling to the depositor designed and effected to provide reasonable assurance that the disclosure related to the Wells Fargo Bank Mortgage Loans is accurate in all material respects. Wells Fargo Bank determined the nature, extent and timing of the review and the level of assistance provided by any third parties. The review of the Wells Fargo Bank Mortgage Loans was performed by a deal team comprised of real estate and securitization professionals who are employees of Wells Fargo Bank (collectively, the “Wells Fargo Bank Deal Team”) with the assistance of certain third parties. Wells Fargo Bank has ultimate authority and control over, and assumes all responsibility for and attributes to itself, the review of the Mortgage Loans that it is selling to the depositor and the review’s findings and conclusions. The review procedures described below were employed with respect to all of the Wells Fargo Bank Mortgage Loans (rather than relying on sampling procedures), except that certain review procedures were solely relevant to the large loan disclosures in this prospectus, as further described below.

Database. To prepare for securitization, members of the Wells Fargo Bank Deal Team created a database of loan-level and property-level information relating to each Wells Fargo Bank Mortgage Loan. The database was compiled from, among other sources, the related mortgage loan documents, third-party reports (appraisals, environmental site assessments, property condition reports, zoning reports and applicable seismic studies), insurance policies, borrower-supplied information (including, to the extent available, rent rolls, leases, operating statements and budgets) and information collected by Wells Fargo Bank during the underwriting process. Prior to securitization of each Wells Fargo Bank Mortgage Loan, the Wells Fargo Bank Deal Team may have updated the information in the database with respect to such Wells Fargo Bank Mortgage Loan based on current information provided by the related servicer relating to loan payment status and escrows, updated operating statements, rent rolls and leasing activity, and information otherwise brought to the attention of the Wells Fargo Bank Deal Team. Such updates were not intended to be, and do not serve as, a re-underwriting of any Mortgage Loan.

A data tape (the “Wells Fargo Bank Data Tape”) containing detailed information regarding each Wells Fargo Bank Mortgage Loan was created from the information in the database referred to in the prior paragraph. The Wells Fargo Bank Data Tape was used by the Wells Fargo Bank Deal Team to provide the numerical information regarding the Wells Fargo Bank Mortgage Loans in this prospectus.

Data Comparisons and Recalculation. The depositor, on behalf of Wells Fargo Bank, engaged a third-party accounting firm to perform certain data comparison and recalculation procedures which were designed or provided by Wells Fargo Bank relating to information in this prospectus regarding the Wells Fargo Bank Mortgage Loans. These procedures included:

● comparing the information in the Wells Fargo Bank Data Tape against various source documents provided by Wells Fargo Bank;

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● comparing numerical information regarding the Wells Fargo Bank Mortgage Loans and the related Mortgaged Properties disclosed in this prospectus against the information contained in the Wells Fargo Bank Data Tape; and

● recalculating certain percentages, ratios and other formulae relating to the Wells Fargo Bank Mortgage Loans disclosed in this prospectus.

Legal Review. In anticipation of the securitization of each Wells Fargo Bank Mortgage Loan, mortgage loan seller counsel promulgated a form of legal summary to be completed by origination counsel that, among other things, set forth certain material terms and property diligence information, and elicited information concerning potentially outlying attributes of the mortgage loan as well as any related mitigating considerations. Mortgage loan seller’s counsel reviewed the legal summaries for each Wells Fargo Bank Mortgage Loan, together with pertinent parts of the Mortgage Loan documentation and property diligence materials, in connection with preparing or corroborating the accuracy of certain loan disclosure in this prospectus. In addition, mortgage loan seller’s counsel reviewed Wells Fargo Bank’s representations and warranties set forth on Annex D-1 and, if applicable, identified exceptions to those representations and warranties.

Securitization counsel was also engaged to assist in the review of the Wells Fargo Bank Mortgage Loans. Such assistance included, among other things, a review of a due diligence questionnaire completed by the Wells Fargo Bank Deal Team. Securitization counsel also reviewed the property release provisions, if any, for each Wells Fargo Bank Mortgage Loan with multiple Mortgaged Properties for compliance with the REMIC provisions.

Mortgage loan seller’s counsel or securitization counsel also assisted in the preparation of the mortgage loan summaries set forth in Annex A-3, based on their respective reviews of pertinent sections of the related mortgage loan documents and other loan information.

Other Review Procedures. Prior to securitization, Wells Fargo Bank confirmed with the related servicers for the Wells Fargo Bank Mortgage Loans that, to the best of such servicers’ knowledge and except as previously identified, material events concerning the related Mortgage Loan, the Mortgaged Property and the borrower and guarantor had not occurred since origination, including, but not limited to, (i) loan modifications or assumptions, or releases of the related borrower or Mortgaged Property; (ii) damage to the Mortgaged Property that materially and adversely affects its value as security for the Mortgage Loan; (iii) pending condemnation actions; (iv) litigation, regulatory or other proceedings against the Mortgaged Property, borrower or guarantor, or notice of non-compliance with environmental laws; (v) bankruptcies involving any borrower or guarantor, or any tenant occupying a single tenant property; and (vi) any existing or incipient material defaults.

The Wells Fargo Bank Deal Team also consulted with Wells Fargo Bank personnel responsible for the origination of the Wells Fargo Bank Mortgage Loans to confirm that the Wells Fargo Bank Mortgage Loans were originated in compliance with the origination and underwriting criteria described above under “—Wells Fargo Bank’s Commercial Mortgage Loan Underwriting”, as well as to identify any material deviations from those origination and underwriting criteria. See “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines” in this prospectus.

Findings and Conclusions. Wells Fargo Bank found and concluded with reasonable assurance that the disclosure regarding the Wells Fargo Bank Mortgage Loans in this prospectus is accurate in all material respects. Wells Fargo Bank also found and concluded with reasonable assurance that the Wells Fargo Bank Mortgage Loans were originated in

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accordance with Wells Fargo Bank’s origination procedures and underwriting criteria, except as described above under “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines”.

Review Procedures in the Event of a Mortgage Loan Substitution. Wells Fargo Bank will perform a review of any Wells Fargo Bank Mortgage Loan that it elects to substitute for a Wells Fargo Bank Mortgage Loan in the pool in connection with a material breach of a representation or warranty or a material document defect. Wells Fargo Bank, and if appropriate its legal counsel, will review the mortgage loan documents and servicing history of the substitute mortgage loan to confirm it meets each of the criteria required under the terms of the related mortgage loan purchase agreement and the related pooling and servicing agreement (the “Qualification Criteria”). Wells Fargo Bank may engage a third party accounting firm to compare the Qualification Criteria against the underlying source documentation to verify the accuracy of the review by Wells Fargo Bank and to confirm any numerical and/or statistical information to be disclosed in any required filings under the Exchange Act. Legal counsel will also be engaged by Wells Fargo Bank to render any tax opinion required in connection with the substitution.

Compliance with Rule 15Ga-1 under the Exchange Act

The transaction documents for certain prior transactions in which Wells Fargo Bank securitized commercial mortgage loans or participation interests (“CRE Loans”) contain covenants requiring the repurchase or replacement of an underlying CRE Loan for the breach of a related representation or warranty under various circumstances if the breach is not cured. The following table provides information regarding the demand, repurchase and replacement activity with respect to the mortgage loans securitized by Wells Fargo Bank (or a predecessor), which activity occurred during the period from July 1, 2014 to June 30, 2017 (the “Rule 15Ga-1 Reporting Period”) or is still outstanding.

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Name of Issuing Entity(1)	Check if Registered	Name of Originator	Total Assets in ABS by Originator(2)(3)			Assets That Were Subject of Demand(3)(4)			Assets That Were Repurchased or Replaced(3)(4)(5)			Assets Pending Repurchase or Replacement (within cure period)(4)(6)(7)			Demand in Dispute(4)(6)(8)			Demand Withdrawn(4)(6)(9)			Demand Rejected(4)(6)
			#	$	% of principal balance	#	$	% of principal balance	#	$	% of principal balance	#	$	% of principal balance	#	$	% of principal balance	#	$	% of principal balance	#	$	% of principal balance
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)	(l)	(m)	(n)	(o)	(p)	(q)	(r)	(s)	(t)	(u)	(v)	(w)	(x)
Asset Class Commercial Mortgages(1)
Wachovia Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates Series 2006-C28	X	Wachovia Bank, National Association	113	2,502,246,884.83	69.60	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
CIK #:  0001376448		Nomura Credit & Capital, Inc.	44	823,722,922.57	22.91	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
		Artesia Mortgage Capital Corporation(10)	50	269,226,893.21	7.49	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	1	13,687,005.00	4.49	0	0.00	0.00
Issuing Entity Subtotal			207	3,595,196,700.61	100.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	1	13,687,005.00	4.49	0	0.00	0.00
Wachovia Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates Series 2006-C33	X	Wachovia Bank, National Association	88	2,043,814,381.00	56.74	0	0.00	0	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	1	87,085,982.00	8.70
CIK #:  0001406873		Barclays Capital Real Estate Inc.	33	724,003,952.00	20.10	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
		Nomura Credit & Capital, Inc.	17	639,286,752.00	17.75	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
		Artesia Mortgage Capital Corporation	28	195,018,502.00	5.41	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
Issuing Entity Subtotal			166	3,602,123,586.00	100.00	0	0.00	0	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	1	87,085,982.00	8.70
Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2015-NXS2	X	Natixis Real Estate Capital LLC(11)	39	503,900,454.00	55.11	1	23,000,000.00	2.52	0	0.00	0.00	0	0.00	0.00	1	23,000,000.00	2.54	0	0.00	0.00	0	0.00	0.00
CIK #:  0001643873		Wells Fargo Bank, National Association	14	293,066,224.00	32.05	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
		Silverpeak Real Estate Finance LLC	10	117,394,863.00	12.84	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
Issuing Entity Subtotal			63	914,361,541.00	100.00	1	23,000,000.00	2.52	0	0.00	0.00	0	0.00	0.00	1	23,000,000.00	2.54	0	0.00	0.00	0	0.00	0.00
Commercial Mortgages Asset Class Total			555	8,111,681,827.61		1	23,000,000.00		0	0.00		0	0.00		1	23,000,000.00		1	13,687,005.00		1	87,085,982.00

⁽¹⁾ In connection with the preparation of this table, Wells Fargo Bank undertook the following steps to gather the information required by Rule 15Ga-1 (“Rule 15Ga-1”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) identifying all asset-backed securities transactions in which Wells Fargo Bank (or a predecessor) acted as a securitizer, (ii) performing a diligent search of the records of Wells Fargo Bank and the records of affiliates of Wells Fargo Bank that acted as securitizers in transactions of commercial mortgage loans for all relevant information, (iii) reviewing appropriate documentation from all relevant transactions to determine the parties responsible for enforcing representations and warranties, and any other parties who might have received repurchase requests (such parties, “Demand Entities”), and (iv) making written request of each Demand Entity to provide any information in its possession regarding requests or demands to repurchase any loans for breach of a representation or warranty with respect to any relevant transaction. In this effort, Wells Fargo Bank made written requests of all trustees and unaffiliated co-sponsors of applicable commercial mortgage-backed securities transactions. Wells Fargo Bank followed up written requests made of Demand Entities as it deemed appropriate.

The repurchase activity reported herein is described in terms of a particular loan’s status as of the last day of the Rule 15Ga-1 Reporting Period. (For columns j-x)

⁽²⁾ “Originator” generally refers to the party identified in securities offering materials at the time of issuance for purposes of meeting applicable SEC disclosure requirements. (For columns d-f)

⁽³⁾ Reflects the number of loans, outstanding principal balance and percentage of principal balance as of the date of the closing of the related securitization. (For columns d–l)

⁽⁴⁾ Includes only new demands received during the Rule 15Ga-1 Reporting Period. (For columns g-i)

In the event demands were received prior to the Rule 15Ga-1 Reporting Period, but activity occurred with respect to one or more loans during the Rule 15Ga-1 Reporting Period, such activity is being reported as assets pending repurchase or replacement within the cure period (columns m/n/o) or as demands in dispute (columns p/q/r), as applicable, until the earlier of the reporting of (i) the repurchase or replacement of such asset (columns j/k/l), (ii) the withdrawal of such demand (columns s/t/u), or (iii) the rejection of such demand (columns v/w/x), as applicable.

⁽⁵⁾ Includes assets for which a reimbursement payment is in process and where the asset has been otherwise liquidated by or on behalf of the issuing entity at the time of initiation of such reimbursement process. Where an underlying asset has paid off or otherwise been liquidated by or on behalf of the issuing entity (other than via a repurchase by the obligated party) during the Rule 15Ga-1 Reporting Period, the corresponding principal balance utilized in calculating columns (g) through (x) will be zero. (For columns j-l)

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⁽⁶⁾ Reflects the number of loans, outstanding principal balance and percentage of principal balance as of the last day of the Rule 15Ga-1 Reporting Period. (For columns m-x)

⁽⁷⁾ Includes assets that are subject to a demand and within the cure period. (For columns m-o)

⁽⁸⁾ Includes assets pending repurchase or replacement outside of the cure period. (For columns p-r)

⁽⁹⁾ Includes assets for which a reimbursement payment is in process, and where the asset has not been repurchased or replaced and remains in the transaction. Also includes assets for which the requesting party rescinds or retracts the demand in writing. (For columns s-u)

⁽¹⁰⁾ U.S. Bank National Association, as Trustee for Registered Holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C28 (“U.S. Bank”) v. Dexia Real Estate Capital Markets (“Dexia”), Case No. 12 Civ 9412, filed in the United States District Court for the Southern District of New York. U.S. Bank filed its complaint against Dexia (on December 27, 2012) arguing that Dexia had breached the terms of the related mortgage loan purchase agreement in light of the determination in a Minnesota enforcement action against the guarantors of Loan #58 Marketplace Retail and Office Center (“Loan #58”) that the form of the guaranty sold to U.S. Bank pursuant to the mortgage loan purchase agreement had not been signed by the guarantors. U.S. Bank, in its complaint, seeks a judgment requiring Dexia to repurchase Loan #58 for approximately $16.5 million. Dexia filed a Notice of Motion to Dismiss and a Memorandum in Support of its Motion to Dismiss on January 25, 2013. Judge Shira A. Scheindlin entered an order denying Dexia’s motion on June 6, 2013. After completion of discovery, U.S. Bank and Dexia filed cross-motions for summary judgment, and on July 9, 2014 Judge Scheindlin entered an Opinion and Order granting the summary judgment motion of U.S. Bank and denying the summary judgment motion of Dexia. On September 12, 2014, the Court entered its judgment directing that Dexia repurchase Loan #58 for $19,627,961.66. On March 16, 2016, the United States Court of Appeals for the Second Circuit reversed, and ordered that judgment be entered in Dexia’s favor. On April 11, 2016, the United States District Court for the Southern District of New York entered judgment for Dexia and against U.S. Bank on U.S. Bank’s claims in the case. Because U.S. Bank did not appeal the District Court’s decision within the required 90-day period, this demand has been classified as “withdrawn”.

⁽¹¹⁾ Rialto Capital Advisors, LLC, as special servicer for Loan #8 88 Hamilton Avenue (in such capacity, the “NXS2 Special Servicer”), claimed in a letter dated March 16, 2016, that NREC breached the representations and warranties made in the related mortgage loan purchase agreement due to the existence of a prior $4,000,000 mortgage on the related mortgaged property. On March 31, 2016, NREC rejected the claim for breach of representation or warranty and noted that a title insurance policy was obtained from Chicago Title Insurance Company, which insures the first lien status of such loan. The NXS2 Special Servicer is continuing to pursue its repurchase demand.

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The information for Wells Fargo Bank as a securitizer of CRE Loans required to be set forth in a Form ABS-15G for the quarterly reporting period from April 1, 2017 through June 30, 2017 was set forth in (i) a Form ABS-15G filed by Wells Fargo Bank with the SEC on August 14, 2017, if such information relates to asset-backed securities in the CRE Loan asset class in which Wells Fargo Bank (or a predecessor) was a sponsor but Wells Fargo Commercial Mortgage Securities, Inc. (or a predecessor) was not the depositor, and (ii) a Form ABS-15G filed by Wells Fargo Commercial Mortgage Securities, Inc. with the SEC on August 14, 2017, if such information relates to asset-backed securities in the CRE Loan asset class in which Wells Fargo Bank (or a predecessor) was a sponsor and Wells Fargo Commercial Mortgage Securities, Inc. (or a predecessor) was the depositor. Such Forms ABS-15G are available electronically through the SEC’s EDGAR system. The Central Index Key number of Wells Fargo Bank is 0000740906. The Central Index Key number of Wells Fargo Commercial Mortgage Securities, Inc. is 0000850779.

Retained Interests in This Securitization

As of the Closing date, neither Wells Fargo Bank nor any of its affiliates will retain any certificates issued by the issuing entity or any other economic interest in this securitization, except that Wells Fargo Bank will retain $24,363,918.09 Certificate Balance of the RR Interest. However, Wells Fargo Bank or its affiliates may, from time to time after the initial sale of the certificates to investors on the Closing Date, acquire additional certificates pursuant to secondary market transactions. Any such party will have the right to dispose of any such certificates (other than the RR Interest) at any time. Wells Fargo Bank will be required to retain the RR Interest (or any portion thereof) for so long as retention thereof is necessary for it to remain in compliance with the Credit Risk Retention Rules. See “Credit Risk Retention”.

The information set forth under “—Wells Fargo Bank, National Association” has been provided by Wells Fargo Bank.

Bank of America, National Association

Bank of America, National Association (“Bank of America”), a national banking association, is a subsidiary of Bank of America Corporation.

Bank of America is engaged in a general consumer banking and commercial banking business. Bank of America is a national banking association chartered by the Office of the Comptroller of the Currency (the “OCC”) and is subject to the regulation, supervision and examination of the OCC.

Bank of America and its affiliates have been active in the securitization market since inception and have sponsored publicly and privately offered securitization transactions since 1977. Bank of America and its affiliates have been involved with the origination and securitization of residential and commercial mortgage loans and its affiliates have been involved with the origination of auto loans, student loans, home equity loans and credit card receivables, as well as less traditional asset classes. Bank of America and its affiliates have served as sponsors, issuers, dealers, and servicers in a wide array of securitization transactions.

The tables below indicate the size and history of the commercial mortgage loan origination program for Bank of America and its affiliates. Loans originated by Bank of America and its affiliates have historically included primarily a mix of multifamily, office, retail, hotel and industrial and warehouse properties, though Bank of America and its

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affiliates have also regularly originated loans on a variety of other commercial property types, including but not limited to self storage facilities, manufactured housing communities, parking garage facilities and golf courses.

Origination Volume
(Dollar Amount of Closed Loans)

Property Type	2013	2014	2015	2016	As of 6/30/2017
Multifamily	$411,310,000	$518,929,738	$1,104,590,000	$242,008,000	$60,610,000
Office	1,122,060,000	1,864,674,000	1,863,491,000	1,207,957,250	$942,253,946
Retail	1,613,066,013	1,726,602,172	1,254,393,252	1,392,460,000	$414,757,500
Industrial	46,200,000	31,185,000	1,342,375,000	257,320,721	$96,890,000
Manufactured Housing	365,593,000	87,111,250	116,618,625	19,987,500	$10,962,500
Self Storage	140,247,500	93,095,000	546,593,750	156,775,000	$183,530,000
Lodging	2,205,861,250	2,631,502,433	2,241,228,600	70,509,000	$419,917,500
Mixed Use	79,242,199	144,100,000	147,725,000	18,362,500	$159,400,000
Other	0	69,930,000	0	150,000,000	$76,900,000
Total	$6,287,108,854	$7,167,129,593	$8,617,015,227	$3,515,379,971	$2,365,221,446

Bank of America is a sponsor and mortgage loan seller in this transaction. Merrill Lynch, Pierce, Fenner & Smith Incorporated, one of the underwriters, is an affiliate of Bank of America and assisted Bank of America in connection with the selection of mortgage loans for this transaction.

Bank of America’s headquarters and its executive offices are located at 100 North Tryon Street, Charlotte, North Carolina 28255, and the telephone number is (980) 386-8154.

See below for more information about the Bank of America’s solicitation and underwriting standards used to originate mortgage loans similar to the mortgage loans included in the issuing entity and Bank of America’s material roles and duties in each securitization.

Bank of America’s Commercial Mortgage Loan Underwriting Standards

Overview.

Bank of America’s commercial mortgage loans are originated in accordance with the procedures and underwriting standards described below. The loans are primarily originated (i) directly by Bank of America or through affiliates to mortgagor/borrowers; (ii) indirectly through mortgage loan brokers to mortgagor/borrowers; and (iii) through other loan originators. The remainder of the discussion of Bank of America’s loan underwriting practices under this “—Bank of America’s Commercial Mortgage Loan Underwriting Standards” describes the practices of Bank of America and any affiliate of Bank of America with respect to the origination of loans to be sold by Bank of America in this transaction. However, variations from these procedures and standards may be implemented as a result of various conditions, including a mortgage loan’s specific terms, the quality or location of the underlying real estate, the mortgaged property’s tenancy profile, the background or financial strength of the borrower or sponsor and any other pertinent information deemed material by Bank of America. Therefore, this general description of Bank of America’s origination procedures and underwriting standards is not intended as a representation that every commercial mortgage loan originated by it or on its behalf complies entirely with all standards set forth below. For important information about the circumstances that have affected the underwriting of Bank of America mortgage loans, see “—Exceptions to Underwriting Standards” below and Annex D-2.

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Process. Each mortgage loan underwritten to Bank of America’s general underwriting standards is underwritten in accordance with guidelines established by Bank of America’s real estate structured finance group (“Bank of America Guidelines”). These underwriting standards applied by Bank of America are intended to evaluate the adequacy of the mortgaged property as collateral for the loan and the mortgagor’s repayment ability and creditworthiness. The underwriting standards as established in the Bank of America Guidelines are continually updated to reflect prevailing conditions in the CMBS market, new mortgage products, and the investment market for commercial loans.

The Application. Regardless of the channel in which the loan was originated, a mortgage application or term sheet is completed by the borrower/mortgagor containing information that assists in evaluating the adequacy of the mortgaged property as collateral for the loan, including the mortgagor’s credit standing and capacity to repay the loan.

Further, the mortgage application requires supporting documentation (or other verification) for all material data provided by the mortgagor described in a checklist, including but not limited to the following:

● rent roll;

● existing mortgage verification;

● credit references;

● certified financial statements for mortgagor and borrower principals;

● tenant/resident leases;

● ground leases;

● property operating statements;

● real estate tax bills;

● purchase contract (if applicable);

● appraisal;

● engineering report;

● seismic report (if applicable);

● environmental report;

● site plan;

● certificate of occupancy;

● evidence of zoning compliance;

● insurance policies;

● borrower structure/authority documents; and

● underwriting evaluation.

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In some cases, certain of these documents may not be reviewed due to the nature of the related mortgaged property. For instance, historical operating statements may not be available with respect to a mortgaged property with a limited operating history or that has been recently acquired by its current owner. In addition, rent rolls would not be examined for certain property types (e.g., hospitality properties), and tenant leases would not be examined for certain property types (e.g., hospitality, self storage, multifamily and manufactured housing community properties).

The credit underwriting process for each Bank of America mortgage loan is performed by Bank of America’s real estate structured finance group which is a vertically integrated entity, staffed by real estate professionals, and includes loan underwriting, origination and closing groups. Bank of America’s review team may also include third parties (for example, Situs Holdings, LLC) which are subject to oversight by Bank of America and ultimate review and approval by Bank of America of such third parties’ work product.

A member of the Bank of America deal team or one of its agents performs a site inspection of the mortgaged property as well as a review of the surrounding market environment (including demand generators, competing properties (if any) and proximity to major thoroughfares and transportation centers) in order to confirm tenancy information, assess the physical quality and attributes (e.g., age, renovations, condition, parking, amenities, class, etc.) of the collateral, determine visibility and access characteristics and evaluate the mortgaged property’s competitiveness within its market.

The Bank of America deal team or one of its agents also performs a detailed review of the financial status, credit history and background of the borrower and certain principals or sponsors of the borrower using financial statements, income tax returns, credit reports, criminal and background review and searches in select jurisdictions for judgments, liens, bankruptcy, pending litigation and, if applicable, the loan payment history of the borrower. Bank of America also performs a qualitative analysis which incorporates independent credit checks and review of published debt and equity information with respect to certain principals of the borrower as well as the borrower itself. Borrowers are generally required to be single-purpose entities although they are not always required to be bankruptcy-remote entities. Circumstances may also warrant an examination of the financial strength and credit of key tenants as well as other factors that may impact the tenants’ ongoing occupancy or ability to pay rent.

The collateral analysis includes an analysis of the historical property operating statements, rent rolls and a projection of future performance and a review of tenant leases. Bank of America requires third party appraisals, as well as environmental and building condition reports. Each report is reviewed for acceptability by a Bank of America staff member (or, with respect to environmental reports, a third party consultant) for compliance with program standards. Based on their review (or, with respect to environmental reports, a third party consultant’s report), such staff member approves or rejects such report. The results of these reviews are incorporated into the underwriting report.

After the compilation and review of all documentation and other relevant considerations, the deal team finalizes its detailed underwriting analysis of the mortgaged property’s cash flow in accordance with Bank of America’s property-specific, cash flow underwriting guidelines.

Determinations are also made regarding the implementation of appropriate loan terms to structure around risks, resulting in features such as ongoing escrows or up-front reserves, letters of credit, lockboxes, cash management agreements and guarantees. A

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complete credit committee package is prepared to summarize all of the above referenced information.

Credit Approval. All commercial mortgage loans must be presented to one or more credit committees that include senior real estate professionals, among others. After a review of the credit committee package and a discussion of a mortgage loan, the committee may approve the mortgage loan as recommended, request additional due diligence, modify the terms or reject the mortgage loan entirely.

Debt Service Coverage and Loan-to-Value Requirements. Bank of America’s underwriting standards generally require a minimum debt service coverage ratio of 1.20x and permit a maximum loan-to-value ratio of 80%; however, these thresholds are guidelines, and exceptions are permitted based on the merits of each individual mortgage loan, such as the types of tenants, reserves, letters of credit, guarantees and Bank of America’s assessment of the mortgaged property’s future performance. The debt service coverage ratio guidelines set forth above are calculated based on underwritten net cash flow at origination. As a result, the debt service coverage ratio for each mortgage loan as reported in this prospectus and Annex A-1 hereto may differ from the amount calculated at the time of origination.

Certain mortgaged properties may also be encumbered by subordinate debt (or the direct or indirect ownership interests in the related borrower may be encumbered by mezzanine debt). It is possible that Bank of America or an affiliate thereof will be a lender on such additional debt and may either sell such debt to an unaffiliated third party or hold it in inventory. When such subordinate or mezzanine debt is taken into account, the aggregate debt with respect to the related mortgaged property may not conform to the aforementioned debt service coverage ratio and loan-to-value ratio parameters.

Amortization Requirements. Bank of America’s underwriting guidelines generally permit a maximum amortization period of thirty (30) years. Certain mortgage loans may provide for interest-only payments through maturity or for a portion of the commercial mortgage loan term. If a mortgage loan entails only a partial interest-only period, the monthly debt service, annual debt service and DSCR set forth in this prospectus and Annex A-1 reflect a calculation of the future (larger) amortizing loan payment. See “Description of the Mortgage Pool”.

Escrow Requirements. Bank of America generally requires borrowers to fund various escrows for taxes and insurance, capital expenses and replacement reserves. Generally, the required escrows for mortgage loans originated by Bank of America are as follows:

● Taxes. An initial deposit and monthly escrow deposits equal to one-twelfth (1/12) of the annual property taxes (based on the most recent property assessment and the current millage rate; however, if the actual tax amount owing in the upcoming year is not available, the required annual reserve amount will generally be between 100% and 105% of the preceding year’s tax amount) are typically required to satisfy taxes and assessments, except that such escrows may not be required in certain circumstances, including, but not limited to, situations where (i) the sponsor is an institutional sponsor or a high net worth individual or (ii) the related mortgaged property is a single tenant property with respect to which the related tenant is required to pay taxes directly.

● Insurance. An initial deposit at origination (which may be equal to one or more months of the required monthly amount) and subsequent monthly escrow deposits equal to one-twelfth (1/12) of an amount generally between 100% and 105% of the annual property insurance premium are typically required to pay insurance premiums, except that such

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escrows may not be required in certain circumstances, including, but not limited to, situations where (i) the related borrower maintains a blanket insurance policy, (ii) the sponsor is an institutional sponsor or a high net worth individual or (iii) the related mortgaged property is a single tenant property with respect to which the related tenant self-insures.

● Replacement Reserves. Replacement reserves are generally calculated in accordance with the expected useful life of the components of the mortgaged property during the term of the mortgage loan.

● Deferred Maintenance/Immediate Repair/Environmental Remediation. A deferred maintenance, immediate repair or remediation reserve is required. An initial deposit, upon funding of the applicable mortgage loan, in an amount equal to generally between 100% and 125% of the estimated costs of such deferred maintenance, immediate repairs and/or environmental remediation to be completed within the first (1st) year of the mortgage loan pursuant to the building condition report is required, except that such escrows may not be required in certain circumstances, including, but not limited to, situations where (i) the sponsor of the borrower delivers a guarantee to complete the immediate repairs in a specified amount of time, (ii) the deferred maintenance amount does not materially impact the related mortgaged property’s function, performance or value or is de minimis in relation to the loan amount or (iii) the related mortgaged property is a single tenant property and the tenant is responsible for the repairs.

● Tenant Improvements and Leasing Commissions. In some cases, major tenants have lease expirations within the mortgage loan term. To mitigate this risk, special reserves may be required to be funded either at closing of the mortgage loan and/or during the mortgage loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants.

● Furniture, Fixtures and Equipment. A reserve for furniture, fixtures and equipment expenses may be required to be funded during the term of the mortgage loan based on the suggested reserve amount from an independent, third-party property condition or engineering report, or based on certain minimum requirements depending on the property type.

● Environmental Remediation. An environmental remediation reserve may be required to be funded at loan origination in an amount generally between 100% and 150% of the estimated remediation cost identified in the environmental report, except that such escrows may not be required in certain circumstances, including, but not limited to, situations where (i) the sponsor of the borrower delivers a guarantee whereby it agrees to take responsibility and pay for identified environmental issues, (ii) environmental insurance has been obtained or already in place or (iii) a third party having adequate financial resources has been identified as a responsible party.

For a description of the escrows collected with respect to the Bank of America mortgage loans, please see Annex A-1.

Zoning and Building Code Compliance. Bank of America will generally examine whether the use and operation of the mortgaged properties are in material compliance with zoning and land-use related ordinances, rules, regulations and orders applicable to the use of such mortgaged properties at the time such mortgage loans are originated. Bank of America will consider, among other things, legal opinions, certifications from government officials, zoning consultant’s reports and/or representations by the related borrower contained in the related

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mortgage loan documents and information which is contained in appraisals and surveys, title insurance endorsements, or property condition assessments undertaken by independent licensed engineers.

Hazard, Liability and Other Insurance. The mortgage loans generally require that each mortgaged property be insured by a hazard insurance policy in an amount (subject to an approved deductible) at least equal to the lesser of the outstanding principal balance of the related mortgage loan and 100% of the replacement cost of the improvements located on the related mortgaged property, and if applicable, that the related hazard insurance policy contain appropriate endorsements to avoid the application of co-insurance and not permit reduction in insurance proceeds for depreciation; provided that, in the case of certain of the mortgage loans, the hazard insurance may be in such other amounts as was required by the related originators.

In addition, if any material improvements on any portion of a mortgaged property securing any mortgage loan was, at the time of the origination of such mortgage loan, in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, and flood insurance was available, a flood insurance policy meeting any requirements of the then-current guidelines of the Federal Insurance Administration is required to be in effect with a generally acceptable insurance carrier, in an amount representing coverage generally not less than the least of (a) the outstanding principal balance of the related mortgage loan, (b) the full insurable value of the related mortgaged property, (c) the maximum amount of insurance available under the National Flood Insurance Act of 1973, or (d) 100% of the replacement cost of the improvements located on the related mortgaged property.

In general, the standard form of hazard insurance policy covers physical damage to, or destruction of, the improvements on the mortgaged property by fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil commotion, subject to the conditions and exclusions set forth in each policy.

Each mortgage loan generally also requires the related borrower to maintain comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the related mortgaged property in an amount generally equal to at least $1,000,000.

Each mortgage loan generally further requires the related borrower to maintain business interruption insurance in an amount not less than approximately 100% of the gross rental income from the related mortgaged property for not less than twelve (12) months.

Third Party Reports. In addition to or as part of applicable origination guidelines or reviews described above, in the course of originating the Bank of America mortgage loans, Bank of America generally considered the results of third party reports as described below. New reports are generally ordered, although existing reports dated no more than 180 days prior to closing may be used (subject, in certain cases, to updates).

● Appraisal. For each mortgage loan, Bank of America obtains an appraisal that utilizes one (1) of three (3) approaches to valuation: a cost approach, a sales comparison approach or an income approach (including both direct cap and discount cash flow methods). An independent appraiser that is either a member of MAI or state certified is required to perform an appraisal (or update an existing appraisal) of each of the related mortgaged properties in connection with the origination of each mortgage loan to establish the appraised value of the related mortgaged property or properties. Each appraisal also includes (or Bank of America obtains a separate

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letter that includes) a statement by the appraiser that the Uniform Standards of Professional Appraisal Practice (except for certain mortgaged properties involving operating businesses) and the guidelines in Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended, were followed in preparing the appraisal.

● Environmental Site Assessments. Bank of America generally obtains a Phase I environmental site assessment or an update of a previously obtained site assessment for each mortgaged property prepared by an environmental firm. Bank of America requires a Phase I environmental site assessment for all properties regardless of age or location and each such report must be in compliance with current standards prescribed by The American Society of Testing and Materials. A Phase I environmental site assessment consists of inquiries, interviews, inspections, and research of public records to identify known or potential environmental concerns. Bank of America or its designated agent typically reviews the Phase I site assessment to verify the presence or absence of potential adverse environmental conditions. An environmental site assessment will not necessarily cover all potential environmental issues. For example, an analysis for radon, lead-based paint, mold and lead in drinking water will usually be conducted only at multifamily rental properties and only when Bank of America or the environmental consultant believes that such an analysis is warranted under the circumstances. Upon the recommendation of the environmental consultant conducting the Phase I environmental site assessment with respect to a mortgaged property, a Phase II assessment (which is a is a site specific investigation to determine the presence or absence of specified environmental concerns) is performed.

● Property Condition Assessments. Bank of America generally obtains a current physical condition report for each mortgaged property (other than in the case of mortgaged properties secured solely by an interest in land) prepared by independent licensed engineers to assess the overall physical condition and engineering integrity of the mortgaged property, including an inspection of the exterior walls, roofing, interior construction, mechanical and electrical systems and general condition of the site, buildings and other improvements located at a mortgaged property. The resulting reports may indicate deferred maintenance items and recommended capital improvements. The estimated cost of the necessary repairs or replacements at a mortgaged property is included in the related property condition assessment. In cases in which the report identifies an immediate need for material repairs or replacements with an anticipated cost that is over a certain minimum threshold or percentage of loan balance, Bank of America often requires an escrow at the time of origination in an amount sufficient to complete such repairs or replacements or obtains a guarantee from a sponsor of the borrower in lieu of reserves. See “—Escrow Requirements” above. In addition, various mortgage loans require monthly deposits into cash reserve accounts to fund property maintenance expenses.

● Seismic. Bank of America generally obtains a seismic report for all mortgaged properties located in seismic zones 3 or 4 (as determined in accordance with the Uniform Building Code) to assess the estimated damage that may result from a seismic event that has a 10% chance of exceedance in a 50-year exposure period or a 475-year return period. Such reports utilize the ASTM Standard E2026-07 and E2557-07 definitions for Scenario Expected Loss.

Servicing. Bank of America currently services or contracts with third party servicers (for example, Wells Fargo Bank, National Association) for servicing the mortgage loans that it originates or acquires. Such interim servicers are assessed based upon the credit quality of

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the servicing institution and may be reviewed for their systems and reporting capabilities, collection procedures and ability to provide loan-level data. In addition, Bank of America may conduct background checks, meet with senior management to determine whether the servicer complies with industry standards or otherwise monitor the servicer on an ongoing basis.

The Mortgage Loan secured by the Mortgaged Property identified on annex A-1 to this prospectus as Mall of Louisiana, representing approximately 5.4% of the Initial Pool Balance, was originated in conjunction with Citi Real Estate Funding Inc. and Barclays Bank PLC.

Exceptions to Underwriting Standards. One or more of the mortgage loans originated by Bank of America may vary from the specific Bank of America underwriting guidelines described above when additional credit positive characteristics are present as discussed above. In addition, in the case of one or more of the mortgage loans originated by Bank of America, Bank of America may not have applied each of the specific underwriting guidelines described above as the result of case-by-case permitted flexibility based upon other compensating factors. None of the Bank of America mortgage loans was originated (or, with respect to the Mortgage Loan secured by the Mortgaged Property identified on annex A-1 to this prospectus as Mall of Louisiana, representing approximately 5.4% of the Initial Pool Balance, originated in conjunction with one or more third parties) with any material exceptions to Bank of America’s underwriting guidelines described above.

Review of Bank of America Mortgage Loans

General. In connection with the preparation of this prospectus, Bank of America conducted a review of the mortgage loans that it is selling to the depositor designed and effected to provide reasonable assurance that the disclosure related to the Bank of America mortgage loans is accurate in all material respects. Bank of America determined the nature, extent and timing of the review and the level of assistance provided by any third party. The review was conducted by a deal team comprised of real estate and securitization professionals and third parties. Bank of America has ultimate authority and control over, and assumes all responsibility for and attributes to itself, the review and the findings and conclusions of the review of the mortgage loans that it is selling to the depositor. The procedures described below were employed with respect to all of the Bank of America mortgage loans, except that certain procedures were only relevant to the large loan disclosures in this prospectus, as further described below. No sampling procedures were used in the review process.

Database. Bank of America created a database (the “Bank of America Securitization Database”) of information obtained in connection with the origination of the Bank of America mortgage loans, including:

● certain information from the related mortgage loan documents;

● certain borrower-provided information, including certain rent rolls, certain operating statements and certain leases relating to certain mortgaged properties;

● insurance information for the related mortgaged properties;

● information from third party reports such as the appraisals, environmental and property condition reports;

● credit and background searches with respect to the related borrowers; and

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● certain other information and search results obtained by Bank of America for each of the Bank of America mortgage loans during the underwriting process.

Bank of America may have included in the Bank of America Securitization Database certain updates to such information received by Bank of America after origination, such as information from the interim servicer regarding loan payment status, current escrows, updated operating statements and rent rolls and certain other information otherwise brought to the attention of the Bank of America securitization team. Such updates were not intended to be, and do not serve as, a re-underwriting of any mortgage loan.

Bank of America created a data file (the “Bank of America Data File”) using the information in the Bank of America Securitization Database and provided that file to the depositor for use in compiling the numerical information regarding the Bank of America mortgage loans in this prospectus (particularly in Annexes A-1, A-2 and A-3).

Data Comparisons and Recalculation. The depositor or its affiliate, on behalf of Bank of America, engaged a third party accounting firm to perform certain data comparison and recalculation procedures, which were designed by Bank of America relating to Bank of America mortgage loan information in this prospectus. These procedures included:

● comparing the information in the Bank of America Data File against various source documents provided by Bank of America;

● comparing numerical information regarding the Bank of America mortgage loans and the related mortgaged properties disclosed in this prospectus against the information contained in the Bank of America Data File; and

● recalculating certain percentages, ratios and other formulas relating to the Bank of America mortgage loans disclosed in this prospectus.

Legal Review. For each Bank of America mortgage loan, Bank of America reviewed a legal loan and property information summary prepared by origination counsel, which summary includes important loan terms and certain property-level information obtained during the origination process. Bank of America also provided to each origination counsel a standardized set of representations and warranties similar to those attached as Annex D-1 and requested that origination counsel identify potential exceptions to such standard representations and warranties. Bank of America compiled and reviewed the potential exceptions received from origination counsel, engaged separate counsel to review the exceptions against the actual representations and warranties attached as Annex D-1, revised the exceptions and provided them to the depositor for inclusion in Annex D-2.

For Bank of America mortgage loans purchased by Bank of America or one of its affiliates, if any, from a third party originator, Bank of America reviewed the related purchase agreement, the representations and warranties made by the originator contained therein (together with the exceptions thereto) and certain provisions of the related loan documents and third party reports concerning the related mortgaged property that were provided by the originator of such mortgage loan. With respect to each such Bank of America mortgage loan, Bank of America and its counsel prepared exceptions to the representations and warranties attached as Annex D-1 and provided them to the depositor for inclusion in Annex D-2.

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In addition, with respect to each Bank of America mortgage loan, Bank of America reviewed, and in certain cases, requested that its counsel review, certain loan document provisions in connection with the disclosure of such provisions in this prospectus, such as property release provisions and other provisions specifically disclosed in this prospectus.

Certain Updates. Bank of America requested that each borrower under a Bank of America mortgage loan (or such borrower’s origination or litigation counsel, as applicable) provide updates on any significant pending litigation that existed at origination. In addition, if Bank of America became aware of a significant natural disaster in the vicinity of a mortgaged property securing a Bank of America mortgage loan, Bank of America requested information on the property status from the related borrower in order to confirm whether any material damage to the mortgaged property had occurred.

Large Loan Summaries. Bank of America prepared, and reviewed with origination counsel and securitization counsel, the loan summaries for those of the Bank of America mortgage loans included in the ten (10) largest mortgage loans in the mortgage pool and the abbreviated loan summaries for those of the Bank of America mortgage loans included in the next five (5) largest mortgage loans in the mortgage pool, which loan summaries and abbreviated loan summaries are incorporated in Annex A-3.

Underwriting Standards. Bank of America also consulted with origination counsel to confirm that the Bank of America mortgage loans were originated in compliance with the origination and underwriting standards described above under “—Bank of America’s Commercial Mortgage Loan Underwriting Standards”, as well as to identify any material deviations from those origination and underwriting standards. See “—Bank of America’s Commercial Mortgage Loan Underwriting Standards—Exceptions to Underwriting Standards” above.

Findings and Conclusions. Bank of America found and concluded with reasonable assurance that the disclosure regarding the Bank of America mortgage loans in this prospectus is accurate in all material respects. Bank of America also found and concluded with reasonable assurance that the Bank of America mortgage loans were originated (or with respect to the Mortgage Loan secured by the Mortgaged Property identified on annex A-1 to this prospectus as Mall of Louisiana, representing approximately 5.4% of the Initial Pool Balance, which were originated in conjunction with one or more third parties) in accordance with Bank of America’s origination procedures and underwriting standards, except to the extent described above under “—Bank of America’s Commercial Mortgage Loan Underwriting Standards—Exceptions to Underwriting Standards”.

Review Procedures in the Event of a Mortgage Loan Substitution. Bank of America will perform a review of any Bank of America mortgage loan that it elects to substitute for a Bank of America mortgage loan in the pool in connection with a material breach of a representation or warranty or a material document defect. Bank of America, and if appropriate its legal counsel, will review the mortgage loan documents and servicing history of the substitute mortgage loan to confirm it meets each of the criteria required under the terms of the related mortgage loan purchase agreement and the related pooling and servicing agreement (the “BANA Qualification Criteria”). Bank of America may engage a third party accounting firm to compare the BANA Qualification Criteria against the underlying source documentation to verify the accuracy of the review by Bank of America and to confirm any numerical and/or statistical information to be disclosed in any required filings under the Exchange Act. Legal counsel will also be engaged by Bank of America to render any tax opinion required in connection with the substitution.

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Repurchases and Replacements. The following table sets forth, for the period commencing July 1, 2014, and ending June 30, 2017, the information required by Rule 15Ga-1 under the Exchange Act concerning all assets securitized by Bank of America that were the subject of a demand to repurchase or replace for breach of the representations and warranties concerning the pool assets for all asset-backed securities held by non-affiliates of Bank of America where the underlying transaction agreements included a covenant to repurchase or replace an underlying asset of the commercial real estate loan asset class. The information for Bank of America as a securitizer of commercial real estate loans required to be set forth in a Form ABS-15G for the reporting period from April 1, 2017, through June 30, 2017, was set forth in a Form ABS-15G filed by Bank of America on August 3, 2017. The Central Index Key Number of Bank of America is 0001102113.

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Repurchases and Replacements
Asset Class: Commercial Mortgages

Name of Issuing Entity	Check if Registered	Name of Originator1	Total Assets in ABS by Originator			Assets That Were Subject of Demand2			Assets That Were Repurchased or Replaced3			Assets Pending Repurchase or Replacement (within cure period)			Demand in Dispute4			Demand Withdrawn5			Demand Rejected6
			#	$	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2005-4 (0001338265)	X	Bear Stearns Commercial Mortgage, Inc.	18	22,163,901	89.26	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2005-4 (0001338265)	X	Bank of America, N.A.	55	2,668,138	10.74	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2005-4 (0001338265)	X	Bridger Commercial Funding LLC	55	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	1	0	0.00	0	0	0.00	0	0	0.00
LaSalle Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2006-MF48		Bank of America, N.A. (as successor by merger to LaSalle Bank National Association)	375	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	375	0	0.00	0	0	0.00
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2007-39 (0001404501)	X	Bank of America, N.A.	85	133,282,722	46.69	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2007-39 (0001404501)	X	Eurohypo New York Branch	22	117,908,239	41.31	1	4,200,000	1.47	0	0	0.00	0	0	0.00	1	4,200,000	1.47	0	0	0.00	0	0	0.00
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2007-39 (0001404501)	X	Bridger Commercial Funding LLC	16	31,076,763	1.89	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00

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Name of Issuing Entity	Check if Registered	Name of Originator1	Total Assets in ABS by Originator			Assets That Were Subject of Demand2			Assets That Were Repurchased or Replaced3			Assets Pending Repurchase or Replacement (within cure period)			Demand in Dispute4			Demand Withdrawn5			Demand Rejected6
			#	$	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2007-39 (0001404501)	X	SunTrust Bank	25	3,177,843	1.11	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2007-39 (0001404501)	X	Hypo Real Estate Capital Corporation	3	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
Citigroup Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2007-C68 (0001403924)	X	Citigroup Global Markets Realty Corp.	119	292,285,953	44.29	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
Citigroup Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2007-C68 (0001403924)	X	Bank of America N.A. (as successor by merger to LaSalle Bank National Association)	118	278,052,296	42.14	0	0	0.00	0	0	0.00	0	0	0.00	1	8,220,279	1.25	0	0	0.00	0	0	0.00
Citigroup Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2007-C68 (0001403924)	X	Capmark Finance Inc.	29	68,496,133	10.38	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
Citigroup Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2007-C68 (0001403924)	X	PNC Bank, National Association	52	21,070,342	3.19	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2007-59 (0001420805)	X	Bank of America, N.A.	80	556,911,351	96.16	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	1	0	0.00	0	0	0.00
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2007-59 (0001420805)	X	Bridger Commercial Funding LLC	20	22,228,607	3.84	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
Commercial Mortgages Total			1,072	1,549,322,288		1	4,200,000		0	0		0	0		3	12,420,279		376	0		0	0

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⁽¹⁾ The originator is the party identified by Bank of America using the same methodology as Bank of America would use to identify the originator of assets for purposes of complying with Item 1110 of Regulation AB in connection with registered offerings of asset-backed securities in the same asset class.

⁽²⁾ Reflects assets subject to demands to repurchase or replace that were received during the period from July 1, 2014 to June 30, 2017. Activity with respect to demands received during and, if applicable, prior to such period ended June 30, 2017, is reflected elsewhere in this table. If an asset changed status during such period ended June 30, 2017, information regarding the asset will appear in this column and the other applicable column in this table.

Bank of America undertook the following steps to gather the information required by Rule 15Ga-1 under the Exchange Act: (i) identifying all asset-backed securities transactions in which we acted as a securitizer that were not the subject of a filing on Form ABS-15G by an affiliated securitizer, (ii) performing a diligent search of our records and the records of affiliates that acted as securitizers in our transactions for all relevant information, (iii) reviewing appropriate documentation from all relevant transactions to determine the parties responsible for enforcing representations and warranties, and any other parties to the transaction who might reasonably be expected to have received repurchase requests (such parties, “Demand Entities”), and (iv) making written request of each Demand Entity to provide any information in its possession regarding requests or demands to repurchase any loans for a breach of a representation or warranty with respect to any relevant transaction that was not previously provided to us. We followed up written requests made of Demand Entities as we deemed appropriate. In addition, we requested information from trustees and other Demand Entities as to investor demands that occurred prior to July 22, 2010. It is possible that this disclosure does not contain information about all investor demands upon those parties made prior to July 22, 2010.

⁽³⁾ Reflects assets that were repurchased or replaced during the period from July 1, 2014 to June 30, 2017. Where applicable, the demand for repurchase or replacement relating to any asset reported in this column may have been received prior to such period.

⁽⁴⁾ Includes assets for which any of the following situations apply as of June 30, 2017:

a. A related demand to repurchase or replace such asset was received by the representing party but not yet responded to by June 30, 2017;

b. The representing party has responded to one or more related demands to repurchase or replace such asset by refuting the allegations supporting the most recent such demand and rejecting the repurchase demand but the party demanding repurchase or replacement of such asset has responded to such rejection and continues to assert the merits of its demand; or

c. The representing party and the party demanding repurchase or replacement of such asset acknowledge that the ongoing dispute over the merits of such demand may not be readily resolved.

Where applicable, the demand for repurchase or replacement relating to any asset reported in this column may have been received prior to the period from July 1, 2014 to June 30, 2017.

⁽⁵⁾ Includes assets for which the party demanding the repurchase or replacement of such asset has agreed to rescind its demand. Where applicable, the demand for repurchase or replacement relating to any asset reported in this column may have been received prior to the period ended June 30, 2017.

⁽⁶⁾ Reflects assets for which the representing party has responded to one or more related demands to repurchase or replace such asset by refuting the allegations supporting such demand and rejecting the repurchase demand(s) and the party demanding repurchase or replacement of such asset has not responded to the most recent such rejection as of June 30, 2017.

⁽⁷⁾ An outstanding principal balance shown in this column is calculated (a) for any asset that has not been liquidated, as the remaining outstanding principal balance of the asset at the earlier of the date on which it was repurchased, or replaced, if applicable, and June 30, 2017, or (b) for any asset no longer part of the pool assets at the end of the reporting period, as zero.

⁽⁸⁾ With respect to this securitization transaction, the information for Bank of America as a securitizer of commercial real estate loans required to be set forth in a Form ABS-15G for (a) the initial reporting period from January 1, 2009 through December 31, 2011, was set forth in the Form ABS-15G filed by Bank of America on February 14, 2012 (and subsequently amended by filing on August 23, 2012) and (b) for periods thereafter in the quarterly Form ABS-15G filings by Bank of America. The most recent such quarterly filing by Bank of America was on August 3, 2017. The Central Index Key Number of Bank of America is 0001102113.

⁽⁹⁾ With respect to this securitization transaction, the information for Bank of America as a securitizer of commercial real estate loans required to be set forth in a Form ABS-15G for (a) the initial reporting period from January 1, 2009 through December 31, 2011, was set forth in the Form ABS-15G filed by Banc of America Merrill Lynch Commercial Mortgage, Inc. (“BAMLCM”) on February 14, 2012 (and subsequently amended by filing on November 8, 2012) and (b) for periods thereafter in the quarterly Form ABS-15G filings by BAMLCM. The most recent such quarterly filing by BAMLCM was on August 3, 2017. The Central Index Key Number of BAMLCM is 0001005007.

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Retained Interests in This Securitization

Neither Bank of America nor any of its affiliates will retain on the Closing Date any certificates issued by the issuing entity or any other economic interest in this securitization, except that Bank of America will retain $16,352,951.42 Certificate Balance of the RR Interest. However, Bank of America or its affiliates may from time to time after the initial sale of the certificates to investors on the Closing Date, acquire additional certificates pursuant to secondary market transactions. Any such party will have the right to dispose of any such certificates (other than the RR Interest) at any time. Bank of America will be required to retain the RR Interest in compliance with the Credit Risk Retention Rules. See “Credit Risk Retention”.

Morgan Stanley Mortgage Capital Holdings LLC

Morgan Stanley Mortgage Capital Holdings LLC, a New York limited liability company formed in March 2007 (“MSMCH”), is a sponsor of this transaction and one of the mortgage loan sellers. MSMCH is a successor to Morgan Stanley Mortgage Capital Inc., a New York corporation formed in 1984, which was merged into MSMCH on June 15, 2007. Since the merger, MSMCH has continued the business of Morgan Stanley Mortgage Capital Inc. MSMCH is a direct wholly owned subsidiary of Morgan Stanley (NYSE: MS) and its executive offices are located at 1585 Broadway, New York, New York 10036, telephone number (212) 761-4000. MSMCH also has offices in Los Angeles, California, Dallas, Texas and Sterling, Virginia.

Morgan Stanley Bank, N.A., a national banking association (“Morgan Stanley Bank” and, together with MSMCH, the “Morgan Stanley Group”), is the originator of all of the mortgage loans that MSMCH is contributing to this securitization (the “MSMCH Mortgage Loans”), representing approximately 32.9% of the Initial Pool Balance, which MSMCH will acquire on or prior to the Closing Date and contribute to this securitization. Morgan Stanley Bank is also the holder of one or more of the General Motors Building Companion Loans and Corporate Woods Portfolio Companion Loans. Morgan Stanley Bank is an indirect wholly owned subsidiary of Morgan Stanley (NYSE: MS) and its headquarters are located at One Utah Center, 201 Main Street, Salt Lake City, Utah 84111, telephone number (801) 236-3600. Morgan Stanley Bank also has offices in New York, New York.

MSMCH and Morgan Stanley Bank are each an affiliate of each other and Morgan Stanley & Co. LLC, an underwriter.

Morgan Stanley Group’s Commercial Mortgage Securitization Program

The Morgan Stanley Group originates and purchases multifamily, commercial and manufactured housing community mortgage loans primarily for securitization or resale.

MSMCH. MSMCH has been involved with warehouse and repurchase financing to residential mortgage lenders, has in the past purchased residential mortgage loans for securitization or resale, or for its own investment, and has previously acted as a sponsor of residential mortgage loan securitizations. MSMCH (or its predecessor) has been active as a sponsor of securitizations of commercial mortgage loans since its formation.

As a sponsor, MSMCH originates or acquires mortgage loans and, either by itself or together with other sponsors or mortgage loan sellers, initiates the securitization of the mortgage loans by transferring the mortgage loans to a securitization depositor, including Morgan Stanley Capital I Inc., or another entity that acts in a similar capacity. In coordination with its affiliate, Morgan Stanley & Co. LLC, and other underwriters, MSMCH

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works with rating agencies, investors, mortgage loan sellers and servicers in structuring securitization transactions. MSMCH has acted as sponsor and mortgage loan seller both in transactions in which it is the sole sponsor or mortgage loan seller and in transactions in which other entities act as sponsor or mortgage loan seller. MSMCH’s previous securitization programs, identified as “IQ”, “HQ” and “TOP”, typically involved multiple mortgage loan sellers.

Substantially all mortgage loans originated or acquired by MSMCH are either sold to securitizations as to which MSMCH acts as either sponsor or mortgage loan seller (or both) or otherwise sold or syndicated. Mortgage loans originated and securitized by MSMCH include both fixed rate and floating rate mortgage loans and both large mortgage loans and conduit mortgage loans (including those shown in the table below), and such mortgage loans were included in both public and private securitizations. MSMCH also originates subordinate and mezzanine debt which is generally not securitized.

MSMCH’s large mortgage loan program typically originates mortgage loans larger than $50 million, although MSMCH’s conduit mortgage loan program also sometimes originates such large mortgage loans. MSMCH originates commercial mortgage loans secured by multifamily, office, retail, industrial, hotel, manufactured housing community and self storage properties. The largest property concentrations of MSMCH securitized loans have been in retail and office properties, and the largest geographic concentrations have been in California and New York.

The following table sets forth information with respect to originations and securitizations of multifamily, commercial and manufactured housing community mortgage loans by the Morgan Stanley Group for the five years ending on December 31, 2016.

Period	Total Mortgage Loans(1)(2)	Total Mortgage Loans Securitized with Affiliated Depositor(2)	Total Mortgage Loans Securitized with Non-Affiliated Depositor(2)	Total Mortgage Loans Securitized(2)
Year ending December 31, 2016	9.2	2.4	1.6	4.0
Year ending December 31, 2015	10.8	5.6	2.8	8.4
Year ending December 31, 2014	11.9	4.8	0.4	5.2
Year ending December 31, 2013	7.5	5.5	1.2	6.6
Year ending December 31, 2012	4.7	2.7	0.2	2.9

⁽¹⁾ Includes all mortgage loans originated or purchased by MSMCH (or its predecessor) in the relevant year. Mortgage loans originated in a given year that were not securitized in that year generally were held for securitization in the following year or sold to third parties.

⁽²⁾ Approximate amounts shown in billions of dollars.

Morgan Stanley Bank. Morgan Stanley Bank has been originating financial assets, including multifamily, commercial and manufactured housing community mortgage loans, both for purposes of holding those assets for investment and for resale, including through securitization, since at least 2011. For the period from January 1, 2011 to June 30, 2017, Morgan Stanley Bank originated multifamily, commercial and manufactured housing community mortgage loans in the aggregate original principal amount of approximately $41,717,028,704.

Morgan Stanley Bank originates commercial mortgage loans secured by multifamily, office, retail, industrial, hotel, manufactured housing community and self storage properties, which it either holds for investment or sells or otherwise syndicates. The largest property concentrations of commercial mortgage loans originated by Morgan Stanley Bank are in retail and office properties, and the largest geographic concentrations are in California and New York. Commercial mortgage loans originated by Morgan Stanley Bank include both fixed rate and floating rate mortgage loans and both large mortgage loans and conduit

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mortgage loans, and such mortgage loans are expected to be included in both public and private securitizations. Morgan Stanley Bank also originates subordinate and mezzanine debt, which generally is not expected to be securitized. Morgan Stanley Bank’s large mortgage loan program originates mortgage loans larger than $50 million, although Morgan Stanley Bank’s conduit mortgage loan program also sometimes originates such large mortgage loans.

The Morgan Stanley Group’s Underwriting Standards

Overview. Commercial mortgage loans originated or co-originated by the Morgan Stanley Group are primarily originated in accordance with the procedures and underwriting standards described below. However, given the unique nature of income-producing real properties, variations from these procedures and standards may be implemented as a result of various conditions, including a mortgage loan’s specific terms, the quality or location of the underlying real estate, the mortgaged property’s tenancy profile, the background or financial strength of the borrower or loan sponsor and any other pertinent information deemed material by the member of the Morgan Stanley Group that is the originator of the related mortgage loan (the related “Morgan Stanley Origination Entity”). Therefore, this general description of the Morgan Stanley Group’s origination procedures and underwriting standards is not intended as a representation that every commercial mortgage loan originated by the Morgan Stanley Group (or on its behalf) complies entirely with all standards set forth below. For important information about any circumstances that have affected the underwriting of the MSMCH Mortgage Loans, see “—Exceptions to Underwriting Standards” below.

Process. The credit underwriting process for each commercial mortgage loan is performed by a deal team comprised of real estate professionals that typically includes a commercial loan originator, underwriter and closer subject to the oversight and ultimate review and approval of the related Morgan Stanley Origination Entity. This team conducts a review of the related mortgaged property, which typically includes an examination of the following information, to the extent both applicable and available: historical operating statements, rent rolls, certain tenant leases, current and historical real estate tax information, insurance policies and/or schedules and third party reports pertaining to appraisal, valuation, zoning, environmental status, physical condition and seismic and other engineering characteristics (see “—Escrow Requirements”, “—Zoning and Land Use”, “—Title Insurance Policy”, “—Property Insurance” and “—Third Party Reports” below). In some cases, certain of these documents may not be reviewed due to the nature of the related mortgaged property. For instance, historical operating statements may not be available with respect to a mortgaged property with a limited operating history or that has been recently acquired by its current owner. In addition, rent rolls would not be examined for certain property types (e.g., hospitality properties), and executed tenant leases would not be examined for certain property types (e.g., hospitality, self storage, multifamily and manufactured housing community properties), although forms of leases would typically be reviewed.

A member of the deal team or one of its agents performs an inspection of the mortgaged property as well as a review of the surrounding market environment (including demand generators, competing properties (if any) and proximity to major thoroughfares and transportation centers) in order to confirm tenancy information, assess the physical quality and attributes (e.g., age, renovations, condition, parking, amenities, class, etc.) of the collateral, determine visibility and access characteristics and evaluate the mortgaged property’s competitiveness within its market.

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The deal team or one of its agents also performs a detailed review of the financial status, credit history, credit references and background of the borrower and certain key principals using financial statements, income tax returns, criminal and background investigations and searches in select jurisdictions for judgments, liens, bankruptcy and pending litigation. Circumstances may also warrant an examination of the financial strength and credit of key tenants as well as other factors that may impact the tenants’ ongoing occupancy or ability to pay rent.

After the compilation and review of all documentation and other relevant considerations, the deal team finalizes its detailed underwriting analysis of the mortgaged property’s cash flow in accordance with property-specific, cash flow underwriting guidelines.

Determinations are also made regarding the implementation of appropriate loan terms to address certain risks, resulting in features such as ongoing escrows or up-front reserves, letters of credit, lockboxes, cash management agreements and guarantees. A complete credit committee package is prepared to summarize all of the above referenced information and circulated to credit committee for review.

Credit Approval. All commercial mortgage loans must be presented to one or more credit committees that include senior real estate professionals, among others. After a review of the credit committee package and a discussion of a mortgage loan, the committee may approve the mortgage loan as recommended, request additional due diligence, modify the terms or reject the mortgage loan entirely.

Debt Service Coverage and Loan to Value Requirements. The Morgan Stanley Group’s underwriting standards generally require a minimum debt service coverage ratio of 1.20x and permit a maximum loan-to-value ratio of 80%; however, these thresholds are guidelines, and exceptions may be made based on the merits of each individual mortgage loan, such as the types of tenants, reserves, letters of credit, guarantees and the related Morgan Stanley Origination Entity’s assessment of the mortgaged property’s future performance. The debt service coverage ratio guidelines set forth above are calculated based on underwritten net cash flow at origination. The debt service coverage ratio for each mortgage loan as reported in this prospectus and Annex A-1 hereto may differ from the amount calculated at the time of origination because updates to the information used to calculate such amounts may have become available during the period between origination and the date of this prospectus.

Certain mortgaged properties may also be encumbered by subordinate debt (or the direct or indirect ownership interests in the related borrower may be encumbered by mezzanine debt). It is possible that the related Morgan Stanley Origination Entity or an affiliate thereof will be a lender on such additional debt and may either sell such debt to an unaffiliated third party or hold it in inventory. When such subordinate or mezzanine debt is taken into account, the aggregate debt with respect to the related mortgaged property may not conform to the aforementioned debt service coverage ratio and loan-to-value ratio parameters.

Amortization Requirements. The Morgan Stanley Group’s underwriting guidelines generally permit a maximum amortization period of 30 years. Certain mortgage loans may provide for interest-only payments through maturity or for a portion of the commercial mortgage loan term. If a mortgage loan has a partial interest-only period, the monthly debt service and the U/W NCF DSCR set forth in this prospectus and Annex A-1 reflect a calculation of both the interest-only payments and the future (larger) amortizing loan payment. See “Description of the Mortgage Pool” in this prospectus.

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Escrow Requirements. A Morgan Stanley Origination Entity may require borrowers to fund escrows for taxes, insurance, capital expenditures and replacement reserves. In addition, a Morgan Stanley Origination Entity may identify certain risks that warrant additional escrows or holdbacks for items to be released to the borrower upon the satisfaction of certain conditions. Such escrows or holdbacks may cover, among other things, tenant improvements and leasing commissions, deferred maintenance, environmental remediation and unfunded obligations. Springing escrows may also be structured for identified risks such as specific rollover exposure, to be triggered upon the non-renewal of one or more key tenants. In some cases, in lieu of maintaining a cash reserve, the borrower may be allowed to post a letter of credit or guaranty or provide periodic evidence of timely payment of a typical escrow item. Escrows are evaluated on a case-by-case basis and are not required for all commercial mortgage loans.

Generally, the Morgan Stanley Group requires escrows as follows:

● Taxes. An initial deposit and monthly escrow deposits equal to 1/12 of the annual property taxes (based on the most recent property assessment and the current millage rate; however, if the actual tax amount owing in the upcoming year is not available, the required annual reserve amount will generally be between 100% and 105% of the preceding year’s tax amount) are typically required to satisfy taxes and assessments, except that such escrows may not be required in certain circumstances, including, but not limited to, situations where (i) the loan sponsor is an institutional sponsor or a high net worth individual or (ii) the related mortgaged property is a single tenant property with respect to which the related tenant is required to pay taxes directly.

● Insurance. An initial deposit at origination (which may be equal to one or more months of the required monthly amount) and subsequent monthly escrow deposits equal to 1/12 of an amount generally between 100% and 105% of the annual property insurance premium are typically required to pay insurance premiums, except that such escrows may not be required in certain circumstances, including, but not limited to, situations where (i) the loan sponsor is an institutional sponsor or a high net worth individual, (ii) the related borrower maintains a blanket insurance policy or (iii) the related mortgaged property is a single tenant property with respect to which the related tenant self-insures.

● Replacement Reserves. Replacement reserves are generally calculated in accordance with the expected useful life of the components of the mortgaged property during the term of the mortgage loan. Annual replacement reserves are generally underwritten to the suggested replacement reserve amount from an independent, third-party property condition or engineering report, or to certain minimum requirements depending on the property type, except that such escrows may not be required in certain circumstances, including, but not limited to, situations where the related mortgaged property is a single tenant property with respect to which the related tenant is responsible for all repairs and maintenance, including those required with respect to the roof and structure of the improvements.

● Tenant Improvements and Leasing Commissions. A reserve for tenant improvements and leasing commissions may be required to be funded at loan origination and/or during the term of the mortgage loan to cover anticipated tenant improvements or leasing commissions costs that might be associated with re-leasing certain space, except that such escrows may not be required in certain circumstances, including, but not limited to, situations where (i) the related mortgaged property is a single tenant property and the tenant’s lease extends

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beyond the loan term or (ii) the rent at the related mortgaged property is considered below market.

● Deferred Maintenance. A reserve for deferred maintenance may be required to be funded at loan origination in an amount generally between 100% and 125% of the estimated cost of material immediate repairs or replacements identified in the physical condition report, except that such escrows may not be required in certain circumstances, including, but not limited to, situations where (i) the sponsor of the borrower delivers a guarantee to complete the immediate repairs in a specified amount of time, (ii) the deferred maintenance amount does not materially impact the related mortgaged property’s function, performance or value or is de minimis in relation to the loan amount or (iii) the related mortgaged property is a single tenant property and the tenant is responsible for the repairs.

● Furniture, Fixtures and Equipment. A reserve for furniture, fixtures and equipment expenses may be required to be funded during the term of the mortgage loan based on the suggested reserve amount from an independent, third-party property condition or engineering report, or based on certain minimum requirements depending on the property type.

● Environmental Remediation. A reserve for environmental remediation may be required to be funded at loan origination in an amount generally between 100% and 150% of the estimated remediation cost identified in the environmental report, except that such escrows may not be required in certain circumstances, including, but not limited to, situations where (i) the sponsor of the borrower delivers a guarantee whereby it agrees to take responsibility and pay for identified environmental issues or (ii) environmental insurance has been obtained or already in place.

For a description of the escrows collected with respect to the MSMCH Mortgage Loans, please see Annex A-1.

Zoning and Land Use. With respect to each mortgage loan, the related Morgan Stanley Origination Entity and its origination counsel will generally examine whether the use and occupancy of the related mortgaged property is in material compliance with zoning, land-use, building rules, regulations and orders then applicable to that mortgaged property. Evidence of this compliance may be in the form of one or more of the following: legal opinions, surveys, recorded documents, temporary or permanent certificates of occupancy, letters from government officials or agencies, title insurance endorsements, engineering or consulting reports, zoning reports and representations by the related borrower. In some cases, a mortgaged property may constitute a legal non-conforming use or structure. In such cases, the related Morgan Stanley Origination Entity may require an endorsement to the title insurance policy or the acquisition of law and ordinance insurance with respect to the particular non-conformity unless it determines that: (i) the non-conformity should not have a material adverse effect on the ability of the borrower to rebuild, (ii) if the improvements are rebuilt in accordance with currently applicable law, the value and performance of the mortgaged property would be acceptable, (iii) any major casualty that would prevent rebuilding has a sufficiently remote likelihood of occurring or (iv) a cash reserve, a letter of credit or an agreement imposing recourse liability from a principal of the borrower is provided to cover losses.

Title Insurance Policy. Each borrower is required to provide, and the related Morgan Stanley Origination Entity or its origination counsel typically will review, a title insurance policy for the related mortgaged property. Such title insurance policies typically must (i) be

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written by a title insurer licensed to do business in the jurisdiction where the mortgaged property is located, (ii) be in an amount at least equal to the original principal balance of the mortgage loan, (iii) have protection and benefits run to the mortgagee and its successors and assigns, (iv) be written on an American Land Title Association form or equivalent policy promulgated in the jurisdiction where the mortgaged property is located and (v) if a survey was prepared, have a legal description of the mortgaged property in the title policy that conforms to that shown on the survey.

Property Insurance. The Morgan Stanley Group requires each borrower to provide evidence of a hazard insurance policy with a customary deductible and coverage in an amount at least equal to the greater of (i) the outstanding principal balance of the mortgage loan or (ii) the amount necessary to prevent the borrower from becoming a co-insurer. Such policies do not permit reduction in insurance proceeds for depreciation, except that a policy may permit a deduction for depreciation in connection with a cash settlement after a casualty if the insurance proceeds are not being applied to rebuild or repair the damaged improvements.

Third Party Reports. In addition to or as part of applicable origination guidelines or reviews described above, in the course of originating the applicable mortgage loans, the related Morgan Stanley Origination Entity generally considers the results of third party reports as described below. New reports are generally ordered, although existing reports dated no more than twelve (12) months prior to closing may be used (subject, in certain cases, to updates). In many instances, however, one or more provisions of the guidelines were waived or modified in light of the circumstances of the relevant mortgage loan or mortgaged property.

● Appraisal. The related Morgan Stanley Origination Entity generally obtains an appraisal for each mortgaged property prepared by an appraisal firm approved by it to assess the value of the property. Each report is reviewed by the related Morgan Stanley Origination Entity or its designated agent. The report may utilize one or more approaches to value: (i) cost approach; (ii) sale comparison approach and/or (iii) income approach (including both the direct cap and discount cash flow methods). Each appraisal also includes a statement by the appraiser that the Uniform Standards of Professional Appraisal Practice (USPAP) and the guidelines of Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (FIRREA), as amended, were followed in preparing the appraisal. There can be no assurance that another person would not have arrived at a different valuation, even if such person used the same general approach to, and same method of, valuing the property. Moreover, such appraisals sought to establish the amount a typically motivated buyer would pay a typically motivated seller. Such amount could be significantly higher than the amount obtained from the sale of a mortgaged property under a distress or liquidation sale. Information regarding the values of the mortgaged properties as of the date of the related appraisal is presented in this prospectus for illustrative purposes only.

● Environmental Report. The related Morgan Stanley Origination Entity generally obtains a Phase I site assessment or an update of a previously obtained site assessment for each mortgaged property generally within the twelve-month period preceding the origination of the related mortgage loan and in each case prepared by an environmental firm approved by such Morgan Stanley Origination Entity. Such Morgan Stanley Origination Entity or its designated agent typically reviews the Phase I site assessment to verify the presence or absence of potential adverse environmental conditions. An environmental assessment conducted at any particular real property collateral will not necessarily cover all potential environmental issues.

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For example, an analysis for radon, lead-based paint, mold and lead in drinking water will usually be conducted only at multifamily rental properties and only when the related Morgan Stanley Origination Entity or the environmental consultant believes that such an analysis is warranted under the circumstances. Upon the recommendation of the environmental consultant conducting the Phase I assessment with respect to a mortgaged property, a Phase II assessment will be ordered and/or an operations and maintenance plan with respect to asbestos, mold or lead based paint will be implemented. In certain cases, environmental insurance may be acquired in lieu of further testing. In certain cases, the Phase I or Phase II assessment may have disclosed the existence of or potential for adverse environmental conditions, generally the result of the activities of identified tenants, adjacent property owners or previous owners of the mortgaged property. In certain of such cases, the related borrowers were required to establish operations and maintenance plans, monitor the mortgaged property, abate or remediate the condition and/or provide additional security such as letters of credit, reserves or stand-alone secured creditor impaired property policies.

● Physical Condition Report. The related Morgan Stanley Origination Entity generally obtains a current physical condition report for each mortgaged property prepared by an engineering firm approved by it to assess the overall physical condition and engineering integrity of the improvements at the mortgaged property, including an inspection of representative property components, systems and elements, an evaluation of their general apparent physical condition and an identification of physical deficiencies associated with structural, fixture, equipment or mechanical building components. Such Morgan Stanley Origination Entity or an agent thereof typically reviews the report to determine the physical condition of the mortgaged property and to determine the anticipated costs of necessary repair, replacement and major maintenance or capital expenditure over the term of the mortgage loan. In cases in which the report identifies an immediate need for material repairs or replacements with an anticipated cost that is over a certain minimum threshold or percentage of loan balance, the related Morgan Stanley Origination Entity often requires an escrow at the time of origination in an amount sufficient to complete such repairs or replacements or obtains a guarantee from a sponsor of the borrower in lieu of reserves. Such Morgan Stanley Origination Entity also often requires the collection of ongoing escrows for the continued maintenance of the property based on the conclusions of the report. See “—Escrow Requirements” above.

● Seismic Report. The related Morgan Stanley Origination Entity generally obtains a seismic report for all mortgaged properties located in seismic zones 3 or 4 to assess the estimated damage that may result from a seismic event that has a 10% chance of exceedance in a 50-year exposure period or a 475-year return period. Such reports utilize the ASTM Standard E2026-07 and E2557-07 definitions for Scenario Expected Loss. Generally, any of the mortgage loans as to which the property was estimated to have a scenario expected limit in excess of 20% would be conditioned on satisfactory earthquake insurance.

Servicing. The Morgan Stanley Origination Entities currently contract with third party servicers for servicing the mortgage loans that they originate or acquire. Such interim servicers are assessed based upon the credit quality of the servicing institution and may be reviewed for their systems and reporting capabilities, collection procedures and ability to provide loan-level data. In addition, a Morgan Stanley Origination Entity may meet with senior management to determine whether the servicer complies with industry standards or otherwise monitor the servicer on an ongoing basis. No Morgan Stanley Origination Entity

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or any of its affiliates currently acts as servicer of the mortgage loans in its commercial or residential mortgage loan securitizations.

Exceptions to Underwriting Standards. One or more of the MSMCH Mortgage Loans may vary from the specific Morgan Stanley Group underwriting guidelines described above when additional credit positive characteristics are present as discussed above. In addition, in the case of one or more of the MSMCH Mortgage Loans, the related Morgan Stanley Origination Entity or another originator may not have applied each of the specific underwriting guidelines described above as the result of case-by-case permitted flexibility based upon other compensating factors. Except as discussed below, none of the MSMCH Mortgage Loans was originated with any material exceptions from the Morgan Stanley Group underwriting guidelines and procedures.

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as General Motors Building, representing approximately 9.2% of the Initial Pool Balance, and as to which MSMCH is a mortgage loan seller, the related Whole Loan was co-originated by Morgan Stanley Bank with one or more exceptions to its underwriting guidelines and/or typical underwriting procedures. In calculating Underwritten Net Cash Flow (i) Morgan Stanley Bank included $17,100,676 in net upward mark to market adjustments to rent, based on the conclusion of market rents set forth in the related appraisal, and (ii) Morgan Stanley Bank included $4,516,553 in straight-line rents that are due after the maturity date of the Mortgage Loan. Under Morgan Stanley Bank’s guidelines and/or typical underwriting procedures, it would typically not include upward mark to market adjustments and would include rents that were straight-line only for the lesser of the loan term or lease term. The decision of MSMCH to include the Mortgage Loan in the transaction was based on the fact that based on net cash flow for 2016 (i.e., without giving effect to the inclusion of such mark to market rents or straight-line rents) the Mortgage Loan would have a net cash flow debt service coverage ratio of 2.96x, the Mortgage Loan (including the related Pari Passu Companion Loans) has a Cut-off Date LTV Ratio of 30.6% and the related Whole Loan has a Cut-off Date LTV Ratio of 47.9%, and that the leases as to which rent is straight-lined beyond the loan maturity date are to investment grade rated or institutional law firm tenants. Certain characteristics of the Mortgage Loan can be found in Annex A-1 to this prospectus. Based on the foregoing, MSMCH approved inclusion of the Mortgage Loan into this transaction.

Review of MSMCH Mortgage Loans

General. In connection with the preparation of this prospectus, MSMCH conducted a review of the mortgage loans that it is selling to the depositor designed and effected to provide reasonable assurance that the disclosure related to the MSMCH Mortgage Loans is accurate in all material respects. MSMCH determined the nature, extent and timing of the review and the level of assistance provided by any third party. The review was conducted by a deal team comprised of real estate and securitization professionals and third parties. MSMCH has ultimate authority and control over, and assumes all responsibility for and attributes to itself, the review and the findings and conclusions of the review of the mortgage loans that it is selling to the depositor. The review procedures described below were employed with respect to all of the MSMCH Mortgage Loans, except that certain review procedures were only relevant to the large loan disclosures in this prospectus, as further described below. No sampling procedures were used in the review process.

Database. MSMCH created a database (the “MSMCH Securitization Database”) of information obtained in connection with the origination of the MSMCH Mortgage Loans, including:

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● certain information from the mortgage loan documents;

● certain borrower-provided information, including certain rent rolls, certain operating statements and certain leases relating to certain mortgaged properties;

● insurance information for the related mortgaged properties;

● information from third party reports such as the appraisals, environmental and property condition reports;

● credit and background searches with respect to the related borrowers; and

● certain other information and other search results obtained by MSMCH for each of the MSMCH Mortgage Loans during the underwriting process.

MSMCH may have included in the MSMCH Securitization Database certain updates to such information received by MSMCH after origination, such as information from the interim servicer regarding loan payment status, current escrows, updated operating statements and rent rolls and certain other information otherwise brought to the attention of the MSMCH securitization team. Such updates were not intended to be, and do not serve as, a re-underwriting of any mortgage loan.

MSMCH created a data file (the “MSMCH Data File”) using the information in the MSMCH Securitization Database and provided that file to the depositor for use in compiling the numerical information regarding the MSMCH Mortgage Loans in this prospectus (particularly in Annexes A-1, A-2 and A-3).

Data Comparisons and Recalculation. The depositor or an affiliate, on behalf of MSMCH, engaged a third party accounting firm to perform certain data comparison and recalculation procedures which were designed by MSMCH relating to MSMCH Mortgage Loan information in this prospectus. These procedures included:

● comparing the information in the MSMCH Data File against various source documents provided by MSMCH;

● comparing numerical information regarding the MSMCH Mortgage Loans and the related mortgaged properties disclosed in this prospectus against the information contained in the MSMCH Data File; and

● recalculating certain percentages, ratios and other formulas relating to the MSMCH Mortgage Loans disclosed in this prospectus.

Legal Review. For each MSMCH Mortgage Loan originated or co-originated by MSMCH or one of its affiliates (as applicable), MSMCH reviewed a legal loan and property information summary prepared by origination counsel, which summary includes important loan terms and certain property-level information obtained during the origination process. MSMCH also provided to each origination counsel the representations and warranties attached as Annex D-1 and requested that origination counsel draft exceptions to such representations and warranties. MSMCH compiled and reviewed draft exceptions received from origination counsel, engaged separate counsel to review the exceptions, revised the exceptions and provided them to the depositor for inclusion in Annex D-2.

For MSMCH Mortgage Loans purchased by MSMCH or one of its affiliates from a third party originator, if any, MSMCH reviewed the related purchase agreement, the representations and warranties made by the originator contained therein (together with the

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exceptions thereto) and certain provisions of the related loan documents and third party reports concerning the related mortgaged property that were provided by the originator of such mortgage loan. With respect to each such MSMCH Mortgage Loan, MSMCH and its counsel prepared exceptions to the representations and warranties attached as Annex D-1 and provided them to the depositor for inclusion in Annex D-2.

In addition, with respect to each MSMCH Mortgage Loan, MSMCH reviewed, and in certain cases, requested that its counsel review, certain loan document provisions in connection with the disclosure of such provisions in this prospectus, such as property release provisions and other provisions specifically disclosed in this prospectus.

Certain Updates. MSMCH requested that each borrower under a MSMCH Mortgage Loan (or such borrower’s origination or litigation counsel, as applicable) provide updates on any material pending litigation that existed at origination. In addition, if MSMCH became aware of a significant natural disaster in the vicinity of a mortgaged property securing a MSMCH Mortgage Loan, MSMCH requested information on the property status from the related borrower in order to confirm whether any material damage to the mortgaged property had occurred.

Large Loan Summaries. MSMCH prepared, and reviewed with origination counsel and securitization counsel, the loan summaries for those of the MSMCH Mortgage Loans included in the ten (10) largest mortgage loans in the mortgage pool and the abbreviated loan summaries for those of the MSMCH Mortgage Loans included in the next five (5) largest mortgage loans in the mortgage pool, which loan summaries and abbreviated loan summaries are incorporated in Annex A-3.

Underwriting Standards. MSMCH also consulted with origination counsel to confirm that the MSMCH Mortgage Loans were originated in compliance with the origination and underwriting standards described above under “—The Morgan Stanley Group’s Underwriting Standards” as well as to identify any material deviations from those origination and underwriting standards. See “—The Morgan Stanley Group’s Underwriting Standards” above.

Findings and Conclusions. MSMCH found and concluded with reasonable assurance that the disclosure regarding the MSMCH Mortgage Loans in this prospectus is accurate in all material respects. MSMCH also found and concluded with reasonable assurance that the MSMCH Mortgage Loans were originated with the Morgan Stanley Group’s origination procedures and underwriting standards, except to the extent described above under “—The Morgan Stanley Group’s Underwriting Standards—Exceptions to Underwriting Standards”.

Review Procedures in the Event of a Mortgage Loan Substitution. MSMCH will perform a review of any mortgage loan that it elects to substitute for an MSMCH Mortgage Loan in the pool in connection with a material breach of a representation or warranty or a material document defect. MSMCH, and if appropriate its legal counsel, will review the mortgage loan documents and servicing history of the substitute mortgage loan to confirm it meets each of the criteria required under the terms of the related MLPA and the PSA (the “MSMCH Qualification Criteria”). MSMCH may engage a third party accounting firm to compare the MSMCH Qualification Criteria against the underlying source documentation to verify the accuracy of the review by MSMCH and to confirm any numerical and/or statistical information to be disclosed in any required filings under the Exchange Act. Legal counsel will also be engaged by MSMCH to render any tax opinion required in connection with the substitution.

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Repurchases and Replacements

The transaction documents for certain prior transactions in which MSMCH securitized commercial mortgage loans or participation interests (“CRE Loans”) contain covenants requiring the repurchase or replacement of an underlying CRE Loan for the breach of a related representation or warranty under various circumstances if the breach is not cured. The following table sets forth, for the period commencing July 1, 2014 and ending June 30, 2017, the information required by Rule 15Ga-1 under the Exchange Act concerning all assets securitized by MSMCH that were the subject of a demand to repurchase or replace for breach of the representations and warranties concerning the pool assets for all asset-backed securities held by non-affiliates of MSMCH where the underlying transaction agreements included a covenant to repurchase or replace an underlying asset of the CRE Loan asset class. The information for MSMCH as a securitizer of CRE Loans required to be set forth in a Form ABS-15G for the reporting period from April 1, 2017 through June 30, 2017 was set forth in a Form ABS-15G filed by MSMCH on August 14, 2017. The Central Index Key Number of MSMCH is 0001541557.

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Repurchases and Replacements¹
Asset Class: CMBS

Name of Issuing Entity	Check if Registered	Name of Originator2	Total Assets in ABS by Originator at time of securitization			Assets That Were Subject of Demand3			Assets That Were Repurchased or Replaced4			Assets Pending Repurchase or Replacement (within cure period)5			Demand in Dispute6			Demand Withdrawn7			Demand Rejected8
			#	$	%	#	$9	%10	#	$9	%10	#	$9	%10	#	$9	%10	#	$9	%10	#	$9	%10
Morgan Stanley Capital I Series 2006-IQ11 (0001362475)	X	Morgan Stanley Mortgage Capital Inc.	67	772,319,208	47.8%	1	11,164,462	1.68%	0	-	0.00%	0	-	0.00%	0	-	0.00%	0	-	0.00%	1	11,164,462	1.68%
Morgan Stanley Capital I Series 2007-IQ14 (0001398854)	X	Morgan Stanley Mortgage Capital Inc.	34	1,345,579,291	27.4%	1	77,221,468	3.22%	0	-	0.00%	0	-	0.00%	0	-	0.00%	1	77,221,468	3.22%	0	-	0.00%
Aggregate Total			101	2,117,898,499		2	88,385,930		0	-		0	-		0	-		1	77,221,468		1	11,164,462

(1) In connection with the preparation of this prospectus, MSMCH undertook the following steps to gather the information required by Rule 15Ga-1 under the Exchange Act: (i) identifying all asset-backed securities transactions in which MSMCH acted as a securitizer that were not the subject of a filing on Form ABS-15G by an affiliated securitizer, (ii) performing a diligent search of MSMCH’s records and the records of affiliates of MSMCH that acted as securitizers in its transactions for all relevant information, (iii) reviewing appropriate documentation from all relevant transactions to determine the parties responsible for enforcing representations and warranties, and any other parties to the transaction who might have received repurchase requests (such parties, “Demand Entities”), and (iv) making written request of each Demand Entity to provide any information in its possession regarding requests or demands to repurchase any loans for a breach of a representation or warranty with respect to any relevant transaction that was not previously provided to MSMCH. MSMCH followed up written requests made of Demand Entities as it deemed appropriate. In addition, MSMCH requested information from trustees and other Demand Entities as to investor demands that occurred prior to July 22, 2010. It is possible that this disclosure does not contain information about all investor demands upon those parties made prior to July 22, 2010.

(2) MSMCH identified the “originator” on the same basis that it would identify the originator for purposes of Regulation AB (Subpart 229.1100 – Asset-Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125) for registered transactions.

(3) Reflects aggregate numbers for all demand activity shown in this table.

(4) Includes loans for which the repurchase price or replacement asset was received during the reporting period from July 1, 2014 to June 30, 2017. The demand related to loans reported in this column may have been received prior to such reporting period.

(5) Includes loans for which the securitizer is aware that the responsible party has agreed to repurchase or replace the loan but has not yet repurchased or replaced such loans. The demand related to loans reported in this column may have been received prior to the reporting period from July 1, 2014 to June 30, 2017.

(6) Includes demands received during and prior to the reporting period from July 1, 2014 to June 30, 2017 unless the loan falls into one of the other categories reflected on this chart or the demand was received prior to such reporting period and was finally resolved prior to such reporting period. If the securitizer is not the party responsible for repurchasing a loan subject to a demand, the loan is reflected in this column until the securitizer has been informed by the related trustee that the loan has been repurchased or replaced.

(7) Includes loans for which the buyback demand was withdrawn by the party submitting the demand during the reporting period from July 1, 2014 to June 30, 2017. The demand related to loans reported in this column may have been received prior to such reporting period.

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(8) Includes loans (i) for which a demand was received, a rebuttal was made and there was no response within 90 days of the rebuttal and (ii) for which the related obligor has repaid the loan in full, in each case during the reporting period from July 1, 2014 to June 30, 2017. The demand related to loans reported in this column may have been received prior to such reporting period.

(9) Principal balance was determined as of the earlier of (i) the principal balance reported in the June 2017 distribution date report and (ii) the principal balance on the distribution date immediately preceding the period for which the distribution date report reflected that the loan was removed from the pool. Liquidated loans reflect amounts received as borrower payments, insurance proceeds and all other liquidation proceeds. All of the balances and loan counts set forth in the table above are based on MSMCH’s records and, in certain instances, may differ from balance and loan count information publicly available.

(10) Percentage of principal balance was calculated by using the principal balance as described in footnote 9 divided by the aggregate principal balance of the pool assets reported in the June 2017 distribution date report. Because the aggregate principal balance of the remaining pool assets may be less than the principal balance of the repurchase demands calculated as described in footnote 9, the percentage shown in this column may exceed 100%.

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Retained Interests in This Securitization

None of MSMCH, Morgan Stanley Bank or any of their affiliates will retain on the Closing Date any certificates issued by the issuing entity or any other economic interest in this securitization, except that Morgan Stanley Bank will retain $19,973,876.81 Certificate Balance of the RR Interest. However, any of MSMCH, Morgan Stanley Bank and their affiliates may, from time to time after the initial sale of the certificates to investors on the Closing Date, acquire additional certificates pursuant to secondary market transactions. Any such party will have the right to dispose of any such certificates (other than the RR Interest) at any time. Morgan Stanley Bank will be required to retain the RR Interest in compliance with the Credit Risk Retention Rules. See “Credit Risk Retention”.

National Cooperative Bank, N.A.

General

National Cooperative Bank, N.A. is a national banking association regulated by the Office of the Comptroller of the Currency. National Cooperative Bank, N.A. is wholly-owned by National Consumer Cooperative Bank, a federally chartered corporation. The executive offices of National Cooperative Bank, N.A. are located at 2011 Crystal Drive, Suite 800, Arlington, VA 22202. National Cooperative Bank, N.A. is engaged in a wide range of banking, financial and finance-related activities throughout the United States.

National Cooperative Bank, N.A. converted to a national bank charter from a federal thrift charter effective as of December 31, 2014. As a result of the conversion, its name changed from NCB, FSB to National Cooperative Bank, N.A. The conversion permits the bank to increase its commercial lending but does not otherwise impact its commercial real estate lending business or its servicing or deposit platforms. Similarly, the bank’s Board of Directors and senior management have not changed as a result of the conversion, and the Office of the Comptroller of the Currency continues to be the primary federal regulator of the bank.

In connection with providing representations and warranties set forth on Annex D-1 and, if applicable, identified exceptions to those representations and warranties, National Cooperative Bank, N.A. will conduct its own due diligence review. In addition, mortgage loan seller’s counsel will prepare, among other things, initial exception lists to the representations and warranties. Counsel will also review certain loan documentation and perform due diligence procedures. If a cure, repurchase or substitution is required with respect to a mortgage loan sold by National Cooperative Bank, N.A. in the event of a material document defect or material breach of a representation or warranty with respect to such mortgage loan, National Cooperative Bank, N.A. will be the sole party responsible for any repurchase or substitution. See “Pooling and Servicing Agreement—Dispute Resolution Provisions” and “Risk Factors—Other Risks Relating to the Certificates—Sponsors May Not Make Required Repurchases or Substitutions of Defective Mortgage Loans or Pay Any Loss of Value Payment Sufficient to Cover All Losses on a Defective Mortgage Loan” in this prospectus. In addition, National Cooperative Bank, N.A. has agreed to indemnify the depositor and the underwriters and certain of their respective affiliates with respect to certain liabilities arising in connection with the issuance and sale of the Offered Certificates.

Neither National Cooperative Bank, N.A. nor any of its affiliates will insure or guarantee distributions on the Certificates. The Certificateholders will have no rights or remedies against National Cooperative Bank, N.A. for any losses or other claims in connection with the Certificates or the mortgage loans except in respect of the repurchase and substitution

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obligations for material document defects or the material breaches of representations and warranties made by National Cooperative Bank, N.A. in the related MLPA as described under “Pooling and Servicing Agreement—Dispute Resolution Provisions” in this prospectus.

A wholly-owned subsidiary of National Cooperative Bank, N.A. is a party to a repurchase facility with Wells Fargo Bank, National Association pursuant to which Wells Fargo Bank, National Association has agreed to purchase mortgage loans from such subsidiary on a revolving basis and to serve as interim custodian of the loan files for the mortgage loans subject to such repurchase agreement. National Cooperative Bank, N.A. guarantees the performance by its wholly-owned subsidiary of certain obligations under that repurchase facility. None of the National Cooperative Bank, N.A. Mortgage Loans are subject to such repurchase facility or interim custodial arrangement. In addition, National Cooperative Bank, N.A. is party to an interest rate hedging arrangement with Wells Fargo Bank, National Association with respect to certain of the National Cooperative Bank, N.A. Mortgage Loans, which have an aggregate Cut-off Date Balance of $35,361,663, representing approximately 2.9% of the Initial Pool Balance, and such hedging arrangements will terminate with respect to such loans that National Cooperative Bank, N.A. will transfer to the depositor in connection with the transfer of those Mortgage Loans pursuant to this securitization transaction. See “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties” in this prospectus.

National Cooperative Bank, N.A.’s Securitization Program

National Cooperative Bank, N.A. has been an active participant in securitization of commercial and multifamily mortgage loans as a mortgage loan seller and sponsor since 2002. Its parent, National Consumer Cooperative Bank, has been an active participant in securitization of commercial and multifamily mortgage loans as a mortgage loan seller since 1992. This is the 53rd commercial mortgage loan securitization to which National Cooperative Bank, N.A. and its affiliates are contributing loans. During the period commencing on January 1, 1992 and ending on July 31, 2017, National Cooperative Bank, N.A. and its affiliates sold approximately $5.7 billion of commercial and multifamily mortgage loans into commercial mortgage-backed securitization transactions. Since 1998, National Cooperative Bank, N.A. together with its parent National Consumer Cooperative Bank securitized approximately $3.4 billion of multifamily loans in agency mortgage security backed transactions.

In addition to commercial and multifamily mortgage loans, National Cooperative Bank, N.A. has securitized residential mortgage loans.

National Cooperative Bank, N.A.’s Underwriting Standards and Processes

General. All of the mortgage loans sold to the depositor by National Cooperative Bank, N.A. (the “National Cooperative Bank, N.A. Mortgage Loans”) were originated by National Cooperative Bank, N.A. or an affiliate of National Cooperative Bank, N.A., generally in accordance with the underwriting guidelines described below. Seventeen (17) of the eighteen (18) Mortgage Loans that National Cooperative Bank, N.A. will transfer to the depositor, representing approximately 4.6% of the Initial Pool Balance, were originated by its parent company, National Consumer Cooperative Bank. National Cooperative Bank, N.A. has implemented general loan policies and guidelines establishing certain procedures with respect to underwriting its mortgage loans. The underwriting and origination procedures and the credit analysis with respect to any particular mortgage loan may significantly differ from one mortgage loan to another, and will be driven by circumstances particular to that mortgage loan and the related mortgaged real property, including, among others, its type, physical quality, size, environmental condition, location, market conditions, reserve

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requirements and other factors. Accordingly, there is no assurance that every loan will comply in all respects with National Cooperative Bank, N.A.’s general guidelines.

Loan Analysis. In connection with the origination of mortgage loans, National Cooperative Bank, N.A. conducts an extensive review of the related mortgaged real property, which includes an analysis of the appraisal, environmental report, property condition report, seismic reports (where applicable), historical operating statements, ground lease (where applicable), leases, maintenance schedules and rent rolls (where applicable), budgets, sources and uses and related information provided by the borrower. The credit of the borrower and, generally for loans other than those secured by residential cooperative properties, certain of its key principals, are examined for financial strength and character prior to origination of the mortgage loan, which may include a review of annual financial statements and judgment, lien, bankruptcy and outstanding litigation searches. As part of the underwriting process, a site inspection of each mortgaged real property is conducted by National Cooperative Bank, N.A., an affiliate or a third-party engineering firm.

Loan Approval. Prior to commitment, all mortgage loans must be approved by National Cooperative Bank, N.A.’s credit committee (the make-up of which varies by loan size and type) in accordance with its credit policies. The credit committee may approve a mortgage loan as recommended, request additional due diligence, modify the loan terms or decline a loan transaction.

Environmental Assessments. An environmental site assessment (generally a Phase I environmental site assessment) is performed on all mortgaged properties. The environmental assessments are performed during the 12-month period preceding origination of the related mortgage loan. Depending on the findings of the environmental site assessment, any of the following may be required: additional environmental testing, such as a Phase II environmental assessment on the subject mortgaged property; obligating the related borrower to perform remediation as a condition to the closing of such mortgage loan or within a period following the closing of such mortgage loan; and/or the posting of cash reserves, letters of credit or guaranties to secure the performance of any recommended remediation action. Additionally, all borrowers are required to provide customary environmental representations, warranties, covenants and indemnities relating to the existence and use of hazardous substances on the mortgaged properties.

Property Condition Assessments. Independent engineering firms conduct inspections with respect to each mortgaged real property generally within the twelve-month period preceding the origination of the related mortgage loan. The resulting reports on some of the properties may indicate a variety of deferred maintenance items, recommended capital expenditures and/or building code violations. In some instances where deferred maintenance items, recommended capital expenditures and/or building code violations are identified, repairs or maintenance are required to be completed before closing or after closing and, in certain instances, cash reserves, letters of credit or guaranties to secure the performance of the repairs or maintenance items are required or obtained.

Appraisals. An appraisal of each of the mortgaged properties is performed prior to the origination of each such loan. Independent appraisers performed the appraisals. Such appraisals generally complied with (or the appraiser certified that such appraisal complied with) the appraisal guidelines of Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989.

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Seismic Report. If the property consists of improvements located in seismic zone 3 or 4, National Cooperative Bank, N.A. typically requires a seismic report to establish the probable maximum or bounded loss for the improvements at the property as a result of an earthquake.

Title Insurance. The borrower is required to provide, and National Cooperative Bank, N.A.’s origination counsel reviews, a title insurance policy for each property. The title insurance policies provided typically must meet the following requirements: (i) written by a title insurer licensed to do business in the jurisdiction where the mortgaged property is located, (ii) in an amount at least equal to the original principal balance of the mortgage loan, (iii) protection and benefits run to the mortgagee and its successors and assigns, (iv) written on an American Land Title Association form or equivalent policy promulgated in the jurisdiction where the mortgaged property is located and (v) if a survey was prepared, the legal description of the mortgaged property in the title policy conforms to that shown on the survey.

Additional Debt. Certain of the mortgage loans secured by residential cooperative properties may have or permit in the future certain additional subordinate debt, whether secured or unsecured. The mortgage loans that are other than mortgage loans secured by residential cooperative properties will generally prohibit additional indebtedness secured by the related mortgaged property, but may have or permit additional unsecured indebtedness and trade payables. In many cases, National Cooperative Bank, N.A. or one of its affiliates is and/or will be the lender on that additional debt. The debt service coverage ratios described herein would be lower if the payments related to such additional debt were included in the calculation of such debt service coverage ratios and the loan-to-value ratios described herein would be higher if the amount of any such additional subordinate debt were included in the calculation of such loan-to-value ratios.

Debt Service Coverage Ratio and LTV Ratio. National Cooperative Bank, N.A. evaluates debt service coverage ratios and loan-to-value ratios when underwriting a mortgage loan. Generally, the debt service coverage ratio for mortgage loans (other than mortgage loans secured by residential cooperative properties) originated or acquired by National Cooperative Bank, N.A. will be equal to or greater than 1.20x and the loan-to-value ratio for mortgage loans (other than mortgage loans secured by residential cooperative properties) originated or acquired by National Cooperative Bank, N.A. will be equal to or less than 75%; provided, however, that exceptions may be made when consideration is given to circumstances particular to the mortgage loan, the related property, loan-to-value ratio, reserves or other factors. Debt service coverage ratios are calculated based on Underwritten Net Cash Flow. Underwritten Net Cash Flow is often a highly subjective number based on a variety of assumptions regarding, and adjustments to, revenues and expenses with respect to the related real property collateral. For example, when calculating the debt service coverage ratio for a multifamily or commercial mortgage loan, annual net cash flow that was calculated based on assumptions regarding projected future rental income, expenses and/or occupancy, may be utilized. We cannot assure you that the foregoing assumptions made with respect to any prospective multifamily, manufactured housing community or commercial mortgage loan will, in fact, be consistent with actual property performance. Such underwritten net cash flow may be higher than historical net cash flow reflected in recent financial statements. In the case of a residential cooperative property, Underwritten Net Cash Flow is the projected net cash flow reflected in the most recent appraisal obtained by or otherwise in the possession of the related mortgage loan seller as of the Cut-off Date and, in general, equals projected operating income at the property assuming such property is operated as a rental property with rents and other income set at prevailing market rates (but taking into account the presence of existing rent

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regulated or rent-controlled rental tenants), reduced by underwritten property operating expenses, a market-rate vacancy assumption and projected replacement reserves, in each case as determined by the appraiser. However, the projected rental income used in such determinations may differ materially from the scheduled monthly maintenance payments from the tenant-stockholders upon which residential cooperatives depend. Except in certain limited instances where a residential cooperative property is valued solely as a multifamily rental property (for example, where the value of a residential cooperative property determined as if such property is operated as a residential cooperative is unavailable), the loan-to-value ratio with respect to each mortgage loan secured by a residential cooperative property is calculated using the value estimate reflected in the most recent appraisal obtained by or otherwise in the possession of the related mortgage loan seller as of the Cut-off Date determined as if such residential cooperative property is operated as a residential cooperative. This value, in general, equals the sum of (i) the gross share value of all cooperative units in such residential cooperative property (applying a discount for units that are subject to existing rent regulated or rent-controlled rental tenants as and if deemed appropriate by the appraiser), based in part on various comparable sales of cooperative apartment units in the market, plus (ii) the amount of the underlying debt encumbering the related Mortgaged Property. With respect to limited equity cooperatives (i.e., housing cooperatives in which eligible members purchase shares at below market prices and are subject to restrictions on the sale price for which units may be re-sold), the gross share value referenced in the preceding sentence is calculated without regard to any applicable sale price restriction. The comparable sales considered in the appraisers’ estimates of gross share values may have occurred at properties where the cooperative entity’s underlying mortgage debt per cooperative unit was substantially more or less than that at the applicable Mortgaged Property. The appraisers generally made no adjustments to comparable sales statistics to account for any such differences, although monthly unit maintenance obligations may have been considered. National Cooperative Bank, N.A. will also calculate a loan-to-value ratio for each mortgage loan secured by a residential cooperative property based upon the value of such residential cooperative property as a multifamily rental property. The value of a residential cooperative property as a multifamily rental property is reflected in the most recent appraisal obtained by or otherwise in the possession of the related mortgage loan seller as of the Cut-off Date and, in general, is derived by applying an appropriate capitalization rate (as determined by the appraiser) to the Underwritten Net Cash Flow for such residential cooperative property. In certain instances, the appraiser may have made adjustments to increase or decrease such capitalized value as deemed appropriate by the appraiser (for example, the appraiser may have reduced such capitalized value to reflect the cost of completing material deferred maintenance or may have increased such capitalized value to reflect the existence of certain tax abatements or incentives). In certain limited instances (for example, where the value of a residential cooperative property determined as if such property is operated as a residential cooperative is unavailable), National Cooperative Bank, N.A. will not determine a value of such a mortgaged property as if operated as a residential cooperative and will instead only calculate the value of such residential cooperative property as a multifamily rental property. In those instances, the “Appraised Value” reflected on Annex A-1 will be the value of such Mortgaged Property as a multifamily rental property and the loan-to-value ratio for such a mortgage loan secured by a residential cooperative property will be based upon the value of such residential cooperative property as a multifamily rental property.

Zoning and Building Code Compliance. With respect to each mortgage loan, National Cooperative Bank, N.A. will generally consider whether the use and occupancy of the related real property collateral is in material compliance with zoning, land-use and building rules, regulations and orders then applicable to that property. Evidence of this compliance may be in the form of one or more of the following: legal opinions; surveys; recorded documents;

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temporary or permanent Certificates of occupancy; letters from governmental officials or agencies; title insurance endorsements; information set forth in the appraisal of the related property; and/or representations by the related borrower. In limited instances, National Cooperative Bank, N.A. may obtain third party prepared zoning reports. National Cooperative Bank, N.A. generally requires borrowers to obtain law and ordinance coverage. If a material violation exists with respect to a mortgaged property, National Cooperative Bank, N.A. may require the borrower to remediate such violation and/or to establish a reserve to cover the cost of such remediation.

Hazard, Liability and Other Insurance. The mortgage loans typically require that the related property be insured by a hazard insurance policy with a customary deductible and in an amount at least equal to the lesser of the outstanding principal balance of the mortgage loan or 100% of the full insurable replacement cost of the improvements located on the property. If applicable, the policy contains appropriate endorsements to avoid the application of coinsurance and does not permit reduction in insurance proceeds for depreciation. Flood insurance, if available, must be in effect for any property that at the time of origination included material improvements in any area identified by the Federal Emergency Management Agency as being situated in a special flood hazard area. The flood insurance policy must meet the requirements of the then-current guidelines of the Federal Insurance Administration and be provided by a generally acceptable insurance carrier in an amount not less than the least of (i) the outstanding principal balance of the mortgage loan, (ii) the full insurable value of the property, and (iii) the maximum amount of insurance available under the National Flood Insurance Program. The standard form of hazard insurance policy typically covers physical damage or destruction of improvements on the mortgaged property caused by fire, lighting, explosion, smoke, windstorm and hail, riot or strike and civil commotion. The policies may contain some conditions and exclusions of coverage, including exclusions related to acts of terrorism.

Each mortgage loan typically also requires the borrower to maintain comprehensive general liability insurance against claims for bodily injury or property damage occurring on, in or about the property in an amount that is generally consistent with currently prevailing capital market standards.

Each mortgage loan typically further requires the related borrower to maintain business interruption or loss of income insurance in an amount not less than 100% of the projected shareholder or unit owner maintenance income for the related property (in the case of a mortgage loan secured by a residential cooperative property) or projected rental income (in the case of a mortgage loan other than a mortgage loan secured by a residential cooperative property) for a period of not less than twelve months.

The properties are typically not insured for earthquake risk unless a seismic report indicates a PML of greater than 20%.

Escrow Requirements. National Cooperative Bank, N.A. may require a borrower to fund various escrows. Such escrows may include escrows for taxes and insurance premiums (to cover amounts due prior to their respective due dates), reserves to cover the cost of repairs recommended pursuant to a building condition report prepared for National Cooperative Bank, N.A. or an affiliate that originated the loan, and/or reserves to secure the performance of environmental or other remediation work. In the case of mortgage loans that are other than mortgage loans secured by residential cooperative properties, such escrows may also include replacement reserves, reserves to cover the costs of tenant improvements, leasing commissions and other re-tenanting expenses and reserves to cure deficiencies in debt service coverage ratios. In some cases such reserves may only be required upon the occurrence of certain events. A case-by-case analysis will be conducted

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to determine the need for a particular escrow or reserve. National Cooperative Bank, N.A. may determine that establishing an escrow or reserve is not warranted given the amounts that would be involved and National Cooperative Bank, N.A.’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the subject expense or cost absent creation of an escrow or reserve.

Exceptions. Notwithstanding the discussion under “National Cooperative Bank, N.A.’s Underwriting Standards and Processes” above, one or more of National Cooperative Bank, N.A.’s mortgage loans may vary from, or not comply with, National Cooperative Bank, N.A.’s underwriting policies and guidelines described above. In addition, in the case of one or more of National Cooperative Bank, N.A.’s mortgage loans, National Cooperative Bank, N.A. or another originator may not have strictly applied the underwriting policies and guidelines described above as the result of a case-by-case permitted exception based upon other compensating factors. None of the National Cooperative Bank, N.A. Mortgage Loans were originated with any material exceptions to National Cooperative Bank, N.A.’s underwriting guidelines and procedures except as described above under “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines” in this prospectus.

Review of Mortgage Loans for Which National Cooperative Bank, N.A. is the Sponsor

Overview. National Cooperative Bank, N.A., in its capacity as the sponsor of the National Cooperative Bank, N.A. Mortgage Loans, has conducted a review of the National Cooperative Bank, N.A. Mortgage Loans it is selling to the depositor designed and effected to provide reasonable assurance that the disclosure related to the National Cooperative Bank, N.A. Mortgage Loans is accurate in all material respects. National Cooperative Bank, N.A. determined the nature, extent and timing of the review and the level of assistance provided by any third parties. The review of the National Cooperative Bank, N.A. Mortgage Loans was performed by a deal team comprised of real estate and securitization professionals who are employees of National Cooperative Bank, N.A. (collectively, the “National Cooperative Bank, N.A. Deal Team”) with the assistance of certain third parties. National Cooperative Bank, N.A. has ultimate authority and control over, and assumes all responsibility for and attributes to itself, the review of the mortgage loans that it is selling to the depositor and the review’s findings and conclusions. The review procedures described below were employed with respect to all of the National Cooperative Bank, N.A. Mortgage Loans (rather than relying on sampling procedures).

Database. To prepare for securitization, members of the National Cooperative Bank, N.A. Deal Team created a database of loan-level and property-level information relating to each National Cooperative Bank, N.A. Mortgage Loan. The database was compiled from, among other sources, the related mortgage loan documents, third party reports (appraisals, environmental site assessments and property condition reports), insurance policies, borrower-supplied information (including, to the extent available, maintenance schedules and rent rolls (if applicable), leases and financial or operating statements) and information collected by National Cooperative Bank, N.A. during the underwriting process. Prior to securitization of each National Cooperative Bank, N.A. Mortgage Loan, the National Cooperative Bank, N.A. Deal Team may have updated the information in the database with respect to such National Cooperative Bank, N.A. Mortgage Loan based on current information brought to the attention of the National Cooperative Bank, N.A. Deal Team relating to loan payment status and escrows, updated operating statements, maintenance schedules and rent rolls (if applicable), leasing activity, and other relevant information. Such updates were not intended to be, and do not serve as, a re-underwriting of any Mortgage Loan.

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A data tape (the “National Cooperative Bank, N.A. Data Tape”) containing detailed information regarding each National Cooperative Bank, N.A. Mortgage Loan was created from, among other sources, the information in the database referred to in the prior paragraph. The National Cooperative Bank, N.A. Data Tape was used by the National Cooperative Bank, N.A. Deal Team to provide the numerical information regarding the National Cooperative Bank, N.A. Mortgage Loans in this prospectus.

Data Comparisons and Recalculation. The depositor or its affiliate, on behalf of National Cooperative Bank, N.A., engaged a third party accounting firm to perform certain data comparison and recalculation procedures which were designed or provided by National Cooperative Bank, N.A. relating to information in this prospectus regarding the National Cooperative Bank, N.A. Mortgage Loans. These procedures included:

● comparing the information in the National Cooperative Bank, N.A. Data Tape against various source documents provided by National Cooperative Bank, N.A.;

● comparing numerical information regarding the National Cooperative Bank, N.A. Mortgage Loans and the related Mortgaged Properties disclosed in this prospectus against the information contained in the National Cooperative Bank, N.A. Data Tape; and

● recalculating certain percentages, ratios and other formulae relating to the National Cooperative Bank, N.A. Mortgage Loans disclosed in this prospectus.

Legal Review. National Cooperative Bank, N.A. engaged counsel to conduct certain legal reviews of the National Cooperative Bank, N.A. Mortgage Loans for disclosure in this prospectus. In anticipation of the securitization of each National Cooperative Bank, N.A. Mortgage Loan, counsel reviewed the principal loan documents for each mortgage loan to identify material deviations from National Cooperative Bank, N.A.’s standard form loan documents. In addition, counsel reviewed National Cooperative Bank, N.A.’s representations and warranties set forth on Annex D-1 and, if applicable, identified exceptions to those representations and warranties.

Other Review Procedures. National Cooperative Bank, N.A. has serviced each National Cooperative Bank, N.A. mortgage loan since origination and has confirmed that it is not aware of any material events, except as previously identified, concerning the related Mortgage Loan, the Mortgaged Property and the borrower occurring since origination, including, but not limited to, (i) loan modifications or assumptions, or releases of the related borrower or Mortgaged Property; (ii) damage to the Mortgaged Property that materially and adversely affects its value as security for the Mortgage Loan; (iii) pending condemnation actions; (iv) litigation, regulatory or other proceedings against the Mortgaged Property or borrower, or notice of non-compliance with environmental laws; (iv) bankruptcies involving any borrower; and (v) any existing or incipient material defaults.

The National Cooperative Bank, N.A. Deal Team also reviewed the National Cooperative Bank, N.A. Mortgage Loans to confirm, with the assistance of counsel, whether any National Cooperative Bank, N.A. Mortgage Loan materially deviated from the underwriting guidelines set forth under “—National Cooperative Bank, N.A.’s Underwriting Standards and Processes” above. See “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines” in this prospectus.

Findings and Conclusions. National Cooperative Bank, N.A. found and concluded with reasonable assurance that the disclosure regarding the National Cooperative Bank, N.A. Mortgage Loans in this prospectus is accurate in all material respects. National Cooperative

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Bank, N.A. also found and concluded with reasonable assurance that the National Cooperative Bank, N.A. Mortgage Loans were originated in accordance with National Cooperative Bank, N.A.’s origination policies, procedures and underwriting guidelines set forth under “—National Cooperative Bank, N.A.’s Underwriting Standards and Processes” above except as described above under “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines” in this prospectus.

Review Procedures in the Event of a Mortgage Loan Substitution. National Cooperative Bank, N.A. will perform a review of any National Cooperative Bank, N.A. Mortgage Loan that it elects to substitute for a National Cooperative Bank, N.A. Mortgage Loan in the pool in connection with a material breach of a representation or warranty or a material document defect. National Cooperative Bank, N.A., and if appropriate its legal counsel, will review the mortgage loan documents and servicing history of the substitute mortgage loan to confirm it meets each of the criteria required under the terms of the related MLPA and the PSA. National Cooperative Bank, N.A. may engage a third party accounting firm to compare the such criteria against the underlying source documentation to verify the accuracy of the review by National Cooperative Bank, N.A. and to confirm any numerical and/or statistical information to be disclosed in any required filings under the Exchange Act. Legal counsel will also be engaged by National Cooperative Bank, N.A. to render any tax opinion required in connection with the substitution.

Compliance with Rule 15Ga-1 under the Exchange Act

As of the date of this prospectus, National Cooperative Bank, N.A. filed its most recent Form ABS-15G with the SEC on January 18, 2017. Such Form ABS-15G is available electronically though the SEC’s EDGAR system. The Central Index Key number of National Cooperative Bank, N.A. is 0001577313. With respect to the period from and including July 1, 2014 to and including June 30, 2017, National Cooperative Bank, N.A. does not have any activity to report as required by Rule 15Ga-1 with respect to repurchase or replacement requests in connection with breaches of representations and warranties made by it as a sponsor of commercial mortgage securitizations.

Retained Interests in This Securitization

Neither National Cooperative Bank, N.A. nor any of its affiliates will retain on the Closing Date any certificates issued by the issuing entity or any other economic interest in this securitization. However, National Cooperative Bank, N.A. or its affiliates may, from time to time after the initial sale of the certificates to investors on the Closing Date, acquire certificates pursuant to secondary market transactions. Any such party will have the right to dispose of any such certificates at any time.

The information set forth under “—National Cooperative Bank, N.A.” has been provided by National Cooperative Bank, N.A.

The Depositor

Wells Fargo Commercial Mortgage Securities, Inc., a North Carolina corporation, is the depositor. The depositor is a special purpose corporation incorporated in the State of North Carolina in 1988, for the purpose of engaging in the business, among other things, of acquiring and depositing mortgage loans in trust in exchange for certificates evidencing interest in such trusts and selling or otherwise distributing such certificates. The depositor is a direct, wholly-owned subsidiary of Wells Fargo Bank, a sponsor, an originator, a mortgage loan seller, the master servicer, the certificate administrator, the tax administrator, the custodian and the certificate registrar and an affiliate of Wells Fargo

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Securities, LLC, one of the underwriters. See “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties” below.

The depositor will have minimal ongoing duties with respect to the certificates and the Mortgage Loans. The depositor’s duties will include, without limitation, (i) appointing a successor trustee in the event of the resignation or removal of the trustee, (ii) providing information in its possession with respect to the certificates to the tax administrator to the extent necessary to perform REMIC tax administration, (iii) indemnifying the trustee, the tax administrator and the issuing entity for any liability, assessment or costs arising from the depositor’s willful misconduct, bad faith or negligence in providing such information, (iv) indemnifying the trustee and the tax administrator against certain securities law liabilities, and (v) signing or contracting with the master servicer, signing any Annual Report on Form 10-K, including the certification required under the Sarbanes-Oxley Act, and any Distribution Reports on Form 10-D and Current Reports on Form 8-K required to be filed by the issuing entity. The depositor is also required under the underwriting agreement to indemnify the underwriters for certain securities law liabilities.

The depositor purchases commercial mortgage loans and interests in commercial mortgage loans for the purpose of selling those assets to trusts created in connection with the securitization of pools of assets and does not engage in any activities unrelated to those securitizations. On the Closing Date, the depositor will acquire the Mortgage Loans from each mortgage loan seller and will simultaneously transfer them, without recourse, to the trustee for the benefit of the Certificateholders.

The depositor remains responsible under the PSA for providing the master servicer, special servicer, certificate administrator and trustee with certain information and other assistance requested by those parties and reasonably necessary to performing their duties under the PSA. The depositor also remains responsible for mailing notices to the Certificateholders upon the appointment of certain successor entities under the PSA.

The Issuing Entity

The issuing entity, BANK 2017-BNK7 (the “Trust”), will be a New York common law trust, formed on the Closing Date pursuant to the PSA.

The only activities that the issuing entity may perform are those set forth in the PSA, which are generally limited to owning and administering the Mortgage Loans and any REO Property, disposing of defaulted mortgage loans and REO Property, issuing the certificates, making distributions, providing reports to Certificateholders and other activities described in this prospectus. Accordingly, the issuing entity may not issue securities other than the certificates, or invest in securities, other than investing of funds in the Collection Accounts and other accounts maintained under the PSA in certain short-term permitted investments. The issuing entity may not lend or borrow money, except that the master servicers, the special servicers and the trustee may make Advances of delinquent monthly debt service payments and Servicing Advances to the issuing entity, but only to the extent it does not deem such Advances to be nonrecoverable from the related mortgage loan; such Advances are intended to provide liquidity, rather than credit support. The PSA may be amended as set forth under “Pooling and Servicing Agreement—Amendment”. The issuing entity administers the Mortgage Loans through the trustee, the certificate administrator, the master servicers and the special servicers. A discussion of the duties of the trustee, the certificate administrator, the master servicers and the special servicers, including any discretionary activities performed by each of them, is set forth in this prospectus under “Transaction Parties―The Trustee”, “―The Certificate Administrator”, “—The Master Servicers” and “—The Special Servicers” and “Pooling and Servicing Agreement”.

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The only assets of the issuing entity other than the Mortgage Loans and any REO Properties are the Collection Accounts and other accounts maintained pursuant to the PSA, the short-term investments in which funds in the Collection Accounts and other accounts are invested. The issuing entity has no present liabilities, but has potential liability relating to ownership of the Mortgage Loans and any REO Properties and certain other activities described in this prospectus, and indemnity obligations to the trustee, the certificate administrator, the depositor, the master servicers, the special servicers, the operating advisor and the asset representations reviewer. The fiscal year of the issuing entity is the calendar year. The issuing entity has no executive officers or board of directors and acts through the trustee, the certificate administrator, the master servicers and the special servicers.

The depositor will be contributing the Mortgage Loans to the issuing entity. The depositor will be purchasing the Mortgage Loans from the mortgage loan sellers, as described under “Description of the Mortgage Loan Purchase Agreements” in this prospectus.

The Trustee

Wilmington Trust, National Association (“WTNA”) (formerly called M & T Bank, National Association) will act as trustee on behalf of the Certificateholders pursuant to the PSA. WTNA is a national banking association with trust powers incorporated in 1995. The trustee’s principal place of business is located at 1100 North Market Street, Wilmington, Delaware 19890. WTNA is an affiliate of Wilmington Trust Company and both WTNA and Wilmington Trust Company are subsidiaries of Wilmington Trust Corporation and Wilmington Trust Corporation is a wholly-owned subsidiary of M&T Bank Corporation. Since 1998, Wilmington Trust Company has served as trustee in numerous asset-backed securities transactions. As of June 30, 2017, WTNA served as trustee on over 1,500 mortgage-backed related securities transactions having an aggregate original principal balance in excess of $224 billion, of which approximately 262 transactions were commercial mortgage-backed securities transactions having an aggregate original principal balance of approximately $169 billion.

The transaction parties may maintain banking and other commercial relationships with WTNA and its affiliates. In its capacity as trustee on commercial mortgage securitizations, WTNA and its affiliates are generally required to make an advance if the related servicer or special servicer fails to make a required advance. In the past three years, WTNA and its affiliates have not been required to make an advance on a commercial mortgage-backed securities transaction.

WTNA is subject to various legal proceedings that arise from time to time in the ordinary course of business. WTNA does not believe that the ultimate resolution of any of these proceedings will have a material adverse effect on its services as trustee.

The information set forth under this sub-heading has been provided by WTNA. None of the depositor, the underwriters or any other person, other than WTNA, makes any representation or warranty as to the accuracy or completeness of such information.

The responsibilities of the trustee are set forth in the PSA. A discussion of the role of the trustee and its continuing duties, including: 1) any actions required by the trustee, including whether notices are required to investors, rating agencies or other third parties, upon an event of default, potential event of default (and how defined) or other breach of a transaction covenant and any required percentage of a class or classes of asset-backed securities that is needed to require the trustee to take action, 2) limitations on the trustee’s

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liability under the transaction agreements regarding the asset-backed securities transaction, 3) any indemnification provisions that entitle the trustee to be indemnified from the cash flow that otherwise would be used to pay the asset-backed securities, and 4) any contractual provisions or understandings regarding the trustee’s removal, replacement or resignation, as well as how the expenses associated with changing from one trustee to another trustee will be paid, is set forth in this prospectus under “Pooling and Servicing Agreement”. In its capacity as trustee on commercial mortgage loan securitizations, WTNA and its affiliates are generally required to make an advance if the related servicer or special servicer fails to make a required advance. See “Pooling and Servicing Agreement—Advances” in this prospectus.

For a description of any material affiliations, relationships and related transactions between the trustee and the other transaction parties, see “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties” in this prospectus.

The trustee will only be liable under the PSA to the extent of the obligations specifically imposed by the PSA. For further information regarding the duties, responsibilities, rights and obligations of the trustee under the PSA, including those related to indemnification, see “Pooling and Servicing Agreement—Limitation on Liability; Indemnification”. Certain terms of the PSA regarding the trustee’s removal, replacement or resignation are described under “Pooling and Servicing Agreement—Resignation and Removal of the Trustee and the Certificate Administrator” in this prospectus.

The Certificate Administrator

Wells Fargo Bank will act as certificate administrator, certificate registrar, and custodian under the PSA. The certificate administrator will also be the REMIC administrator and the 17g-5 Information Provider under the PSA.

Wells Fargo Bank is a national banking association and a wholly-owned subsidiary of Wells Fargo & Company. A diversified financial services company, Wells Fargo & Company is a U.S. bank holding company with approximately $2 trillion in assets and approximately 273,000 employees as of March 31, 2017, which provides banking, insurance, trust, mortgage and consumer finance services throughout the United States and internationally. Wells Fargo Bank provides retail and commercial banking services and corporate trust, custody, securities lending, securities transfer, cash management, investment management and other financial and fiduciary services. The depositor, the sponsors, the master servicer, the special servicer, the trustee, the operating advisor, the asset representations reviewer and the mortgage loan sellers may maintain banking and other commercial relationships with Wells Fargo Bank and its affiliates. Wells Fargo Bank maintains principal corporate trust offices at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951 (among other locations) and its office for certificate transfer services is located at 600 South 4th Street, 7th floor, MAC: N9300-070, Minneapolis, Minnesota 55479.

Under the terms of the PSA, Wells Fargo Bank is responsible for securities administration, which includes pool performance calculations, distribution calculations and related distributions to Certificateholders and the preparation of monthly distribution reports. As certificate administrator, Wells Fargo Bank is responsible for the preparation and filing of all REMIC tax returns on behalf of the Trust REMICs and all grantor trust tax returns on behalf of the Grantor Trust to the extent required under the PSA and the preparation of monthly reports on Form 10-D, certain current reports on Form 8-K and annual reports on Form 10-K that are required to be filed with the SEC on behalf of the issuing entity. Wells Fargo Bank has been engaged in the business of securities administration since June 30, 1995, and in connection with commercial mortgage-backed

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securities since 1997. As of March 31, 2017, Wells Fargo Bank was acting as securities administrator with respect to more than $414 billion of outstanding commercial mortgage-backed securities.

Wells Fargo Bank is acting as custodian (the “Custodian”) of the mortgage files pursuant to and subject to the PSA. In that capacity, Wells Fargo Bank is responsible to hold and safeguard the mortgage notes and other contents of the mortgage files on behalf of the trustee for the benefit of the Certificateholders. Wells Fargo Bank maintains each mortgage file in a separate file folder marked with a unique bar code to assure loan-level file integrity and to assist in inventory management. Files are segregated by transaction or investor. Wells Fargo Bank has been engaged in the mortgage document custody business for more than 25 years. Wells Fargo Bank maintains its commercial document custody facilities in Minneapolis, Minnesota. As of March 31, 2017, Wells Fargo Bank was acting as custodian of more than 223,000 commercial mortgage files.

Wells Fargo Bank serves or may have served within the past two years as loan file custodian for various mortgage loans owned by a sponsor or an affiliate of a sponsor, and one or more of those mortgage loans may be included in the Trust. The terms of any custodial agreement under which those services are provided by Wells Fargo Bank are customary for the mortgage-backed securitization industry and provide for the delivery, receipt, review and safekeeping of mortgage loan files.

For three CMBS transactions in its portfolio, the Corporate Trust Services Group of Wells Fargo Bank disclosed material noncompliance on its related 2016 Annual Statement of Compliance furnished pursuant to Item 1123 of Regulation AB to the required recipients for the transactions. For one CMBS transaction, an administrative error caused an overpayment to a certain class and a correlating underpayment to a certain class for two consecutive distributions. Each of the affected distributions was revised the next month to correct the error. For two CMBS transactions, distributions for one month were paid one day late as a result of an inadvertent payment systems error that occurred in connection with a conversion to a new payment system. For one of these two CMBS transactions, distributions were one day late for the next month due to an unrelated delay in posting funds received from the servicer to the appropriate account.

On June 18, 2014, a group of institutional investors filed a civil complaint in the Supreme Court of the State of New York, New York County, against Wells Fargo Bank, in its capacity as trustee under 276 residential mortgage-backed securities (“RMBS”) trusts, which was later amended on July 18, 2014, to increase the number of trusts to 284 RMBS trusts. On November 24, 2014, the plaintiffs filed a motion to voluntarily dismiss the state court action without prejudice. That same day, a group of institutional investors filed a putative class action complaint in the United States District Court for the Southern District of New York (the “District Court”) against Wells Fargo Bank, N.A., alleging claims against the bank in its capacity as trustee for 274 RMBS trusts (the “Federal Court Complaint”). In December 2014, the plaintiffs’ motion to voluntarily dismiss their original state court action was granted. As with the prior state court action, the Federal Court Complaint is one of six similar complaints filed contemporaneously against RMBS trustees (Deutsche Bank, Citibank, HSBC Bank of New York Mellon and US Bank) by a group of institutional investor plaintiffs. The Federal Court Complaint against Wells Fargo Bank alleges that the trustee caused losses to investors and asserts causes of action based upon, among other things, the trustee’s alleged failure to: (i) notify and enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, (ii) notify investors of alleged events of default and (iii) abide by appropriate standards of care following alleged events of default. Relief sought includes money damages in an unspecified amount, reimbursement of expenses, and equitable relief. Other cases alleging similar causes of

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action have been filed against Wells Fargo Bank and other trustees in the District Court by RMBS investors in these and other transactions, and these cases against Wells Fargo Bank are proceeding before the same District Court judge. A similar complaint was also filed May 27, 2016 in New York state court by a different plaintiff investor. On January 19, 2016, an order was entered in connection with the Federal Court Complaint in which the District Court declined to exercise jurisdiction over 261 trusts at issue in the Federal Court Complaint; the District Court also allowed plaintiffs to file amended complaints as to the remaining, non-dismissed trusts, if they so chose, and three amended complaints have been filed. On December 17, 2016, the investor plaintiffs in the 261 trusts dismissed from the Federal Court Complaint filed a new complaint in New York state court (the “State Court Complaint”). On July 11, 2017, certain PIMCO investment funds filed a civil complaint relating to Wells Fargo Bank's setting aside reserves for legal fees and expenses in connection with the liquidation of 11 RMBS trusts at issue in the State Court Complaint. The complaint seeks, among other relief, declarations that Wells Fargo Bank is not entitled to (i) indemnification from, (ii) advancement of funds from, or (iii) taking reserves from trust funds for legal fees and expenses it incurs in defending the claims in the State Court Complaint. With respect to the foregoing litigations, Wells Fargo Bank believes plaintiffs' claims are without merit and intends to contest the claims vigorously, but there can be no assurances as to the outcome of the litigations or the possible impact of the litigations on Wells Fargo Bank or the RMBS trusts.

As of the Closing Date, neither Wells Fargo Bank nor any of its affiliates will retain any certificates issued by the issuing entity or any other economic interest in this securitization, except that Wells Fargo Bank will retain $24,363,918.09 Certificate Balance of the RR Interest. However, Wells Fargo Bank or its affiliates may, from time to time after the initial sale of the certificates to investors on the Closing Date, acquire additional certificates pursuant to secondary market transactions. Any such party will have the right to dispose of any such certificates (other than the RR Interest) at any time. Wells Fargo Bank will be required to retain the RR Interest (or any portion thereof) for so long as retention thereof is necessary for it to remain in compliance with the Credit Risk Retention Rules. See “Credit Risk Retention”.

The foregoing information set forth under this heading “—The Certificate Administrator” has been provided by Wells Fargo Bank.

For a description of any material affiliations, relationships and related transactions between the certificate administrator and the other transaction parties, see “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties”.

The certificate administrator will only be liable under the PSA to the extent of the obligations specifically imposed by the PSA. For further information regarding the duties, responsibilities, rights and obligations of the certificate administrator under the PSA, including those related to indemnification, see “Pooling and Servicing Agreement—Limitation on Liability; Indemnification”. Certain terms of the PSA regarding the certificate administrator’s removal, replacement or resignation are described under “Pooling and Servicing Agreement—Resignation and Removal of the Trustee and the Certificate Administrator” in this prospectus.

The Master Servicers

Wells Fargo Bank, National Association

Wells Fargo Bank will act as the master servicer under the PSA for all of the Mortgage Loans to be deposited into the trust fund other than the National Cooperative Bank, N.A.

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Mortgage Loans. Wells Fargo Bank is a national banking association organized under the laws of the United States of America, and is a wholly-owned direct and indirect subsidiary of Wells Fargo & Company. On December 31, 2008, Wells Fargo & Company acquired Wachovia Corporation, the owner of Wachovia Bank, and Wachovia Corporation merged with and into Wells Fargo & Company. On March 20, 2010, Wachovia Bank merged with and into Wells Fargo Bank. Like Wells Fargo Bank, Wachovia Bank acted as master servicer of securitized commercial and multifamily mortgage loans and, following the merger of the holding companies, Wells Fargo Bank and Wachovia Bank integrated their two servicing platforms under a senior management team that is a combination of both legacy Wells Fargo Bank managers and legacy Wachovia Bank managers.

Wells Fargo Bank is also a holder of a portion of the RR Interest, a sponsor, an originator, a mortgage loan seller, the certificate administrator and, the custodian under this securitization, is expected to be the initial risk retention consultation party under this securitization and is an affiliate of Wells Fargo Commercial Mortgage Securities, Inc., the depositor, and of Wells Fargo Securities, LLC, an underwriter. In addition, Wells Fargo Bank is (a) the master servicer, the certificate administrator and the custodian under the JPMCC 2017-JP7 PSA, which governs the servicing and administration of the First Stamford Place Whole Loan (b) the servicer, the certificate administrator and the custodian under the BXP Trust 2017-GM TSA, which governs the servicing and administration of the General Motors Building Whole Loan, and (c) the master servicer under the CGCMT 2017-B1 PSA, which governs the servicing and administration of the 411 East Wisconsin Whole Loan. Pursuant to an interim servicing agreement between Wells Fargo Bank and Bank of America, a sponsor, an originator and a mortgage loan seller, Wells Fargo Bank acts as primary servicer with respect to certain mortgage loans owned by Bank of America from time to time, including, prior to their inclusion in the trust fund, some or all of the Mortgage Loans that Bank of America will transfer to the depositor. There are currently no outstanding servicing advances made by Wells Fargo Bank in regards to any Mortgage Loan being transferred by Bank of America that is serviced by Wells Fargo Bank prior to its inclusion in the trust fund. Pursuant to certain interim servicing agreements between Wells Fargo Bank and MSMCH, a sponsor and a mortgage loan seller, or Wells Fargo Bank and certain affiliates of MSMCH, Wells Fargo Bank acts as primary servicer with respect to certain mortgage loans owned by MSMCH and such affiliates from time to time, including, prior to their inclusion in the trust fund, some or all of the MSMCH Mortgage Loans. There are currently no outstanding servicing advances made by Wells Fargo Bank in regards to any MSMCH Mortgage Loan that is serviced by Wells Fargo Bank prior to its inclusion in the trust fund. Wells Fargo Bank acts as primary servicer with respect to certain mortgage loans it owns, including, prior to their inclusion in the trust fund, some or all of the Mortgage Loans to be transferred by Wells Fargo Bank. There are currently no outstanding servicing advances made by Wells Fargo Bank in regards to any Mortgage Loan being transferred by it that is serviced by Wells Fargo Bank prior to its inclusion in the trust fund. Wells Fargo Bank is expected to enter into one or more agreements with the other sponsors (other than National Cooperative Bank, N.A.) to purchase the master servicing rights to the related Mortgage Loans and/or the right to be appointed as the master servicer with respect to such Mortgage Loans and to purchase the primary servicing rights to certain of the Mortgage Loans.

The principal west coast commercial mortgage master servicing offices of Wells Fargo Bank are located at MAC A0227-020, 1901 Harrison Street, Oakland, California 94612. The principal east coast commercial mortgage master servicing offices of Wells Fargo Bank are located at Three Wells Fargo, MAC D1050-084, 401 South Tryon Street, Charlotte, North Carolina 28202.

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Wells Fargo Bank has been master servicing securitized commercial and multifamily mortgage loans in excess of ten years. Wells Fargo Bank’s primary servicing system runs on McCracken Financial Solutions software, Strategy CS. Wells Fargo Bank reports to trustees and certificate administrators in the CREFC^® format. The following table sets forth information about Wells Fargo Bank’s portfolio of master or primary serviced commercial and multifamily mortgage loans (including loans in securitization transactions and loans owned by other investors) as of the dates indicated:

Commercial and Multifamily Mortgage Loans	As of 12/31/2014	As of 12/31/2015	As of 12/31/2016	As of 6/30/2017
By Approximate Number:	33,605	32,716	31,128	29,623
By Approximate Aggregate Unpaid Principal Balance (in billions):	$475.4	$503.3	$506.8	$505.1

Within this portfolio, as of June 30, 2017, are approximately 20,426 commercial and multifamily mortgage loans with an unpaid principal balance of approximately $380.9 billion related to commercial mortgage-backed securities or commercial real estate collateralized debt obligation securities. In addition to servicing loans related to commercial mortgage-backed securities and commercial real estate collateralized debt obligation securities, Wells Fargo Bank also services whole loans for itself and a variety of investors. The properties securing loans in Wells Fargo Bank’s servicing portfolio, as of June 30, 2017, were located in all 50 states, the District of Columbia, Guam, Mexico, the Bahamas, the Virgin Islands and Puerto Rico and include retail, office, multifamily, industrial, hotel and other types of income-producing properties. Also included in the above portfolio are commercial mortgage loans that Wells Fargo Bank services in Europe through its London Branch. Wells Fargo Bank has been servicing commercial mortgage loans in Europe through its London Branch for more than ten years. Through affiliated entities formerly known as Wachovia Bank, N.A., London Branch and Wachovia Bank International, and as a result of its acquisition of commercial mortgage servicing rights from Hypothekenbank Frankfurt AG, formerly Eurohypo AG, in 2013, it has serviced loans secured by properties in Germany, Ireland, the Netherlands, and the UK. As of June 30, 2017, its European third party servicing portfolio, which is included in the above table, is approximately $1.5 billion.

In its master servicing and primary servicing activities, Wells Fargo Bank utilizes a mortgage-servicing technology platform with multiple capabilities and reporting functions. This platform allows Wells Fargo Bank to process mortgage servicing activities including, but not limited to: (i) performing account maintenance; (ii) tracking borrower communications; (iii) tracking real estate tax escrows and payments, insurance escrows and payments, replacement reserve escrows and operating statement data and rent rolls; (iv) entering and updating transaction data; and (v) generating various reports.

The following table sets forth information regarding principal and interest advances and servicing advances made by Wells Fargo Bank, as master servicer, on commercial and multifamily mortgage loans included in commercial mortgage-backed securitizations. The information set forth below is the average amount of such advances outstanding over the periods indicated (expressed as a dollar amount and as a percentage of Wells Fargo Bank’s portfolio, as of the end of each such period, of master serviced commercial and multifamily mortgage loans included in commercial mortgage-backed securitizations).

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Period*	Approximate Securitized Master-Serviced Portfolio (UPB)*	Approximate Outstanding Advances (P&I and PPA)*	Approximate Outstanding Advances as % of UPB
Calendar Year 2014	$377,947,659,331	$1,750,352,607	0.46%
Calendar Year 2015	$401,673,056,650	$1,600,995,208	0.40%
Calendar Year 2016	$385,516,905,565	$838,259,754	0.22%
YTD June 30, 2017	$372,321,846,653	$694,505,361	0.19%

* “UPB” means unpaid principal balance, “P&I” means principal and interest advances, “PPA” means property protection advances and “YTD” means year-to-date.

Wells Fargo Bank is rated by Fitch Ratings, Inc. (“Fitch”), S&P Global Ratings (“S&P”) and Morningstar Credit Ratings, LLC (“Morningstar”) as a primary servicer and a master servicer of commercial mortgage loans in the US, and by Fitch and S&P as a primary servicer of commercial loans in the UK. Wells Fargo Bank’s servicer ratings by each of these agencies are outlined below:

US Servicer Ratings	Fitch	S&P	Morningstar
Primary Servicer:	CPS1-	Strong	MOR CS1
Master Servicer:	CMS1-	Strong	MOR CS1

UK Servicer Ratings	Fitch	S&P
Primary Servicer:	CPS2	Average

The long-term issuer ratings of Wells Fargo Bank are “AA-” by S&P, “Aa2” by Moody’s Investors Service Inc. (“Moody’s”) and “AA” by Fitch. The short-term issuer ratings of Wells Fargo Bank are “A-1+” by S&P, “P-1” by Moody’s and “F1+” by Fitch.

Wells Fargo Bank has developed policies, procedures and controls relating to its servicing functions to maintain compliance with applicable servicing agreements and servicing standards, including procedures for handling delinquent loans during the period prior to the occurrence of a special servicing transfer event. Wells Fargo Bank’s master servicing policies and procedures are updated periodically to keep pace with the changes in the commercial mortgage-backed securities industry and have been generally consistent for the last three years in all material respects. The only significant changes in Wells Fargo Bank’s policies and procedures have come in response to changes in federal or state law or investor requirements, such as updates issued by the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation.

Wells Fargo Bank may perform any of its obligations under the PSA through one or more third-party vendors, affiliates or subsidiaries. Notwithstanding the foregoing, Wells Fargo Bank, as the master servicer, will remain responsible for its duties under the PSA. Wells Fargo Bank may engage third-party vendors to provide technology or process efficiencies. Wells Fargo Bank monitors its third-party vendors in compliance with its internal procedures and applicable law. Wells Fargo Bank has entered into contracts with third-party vendors for the following functions:

● provision of Strategy and Strategy CS software;

● tracking and reporting of flood zone changes;

● abstracting of leasing consent requirements contained in mortgage loan documents;

● legal representation;

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● assembly of data regarding buyer and seller (borrower) with respect to proposed loan assumptions and preparation of loan assumption package for review by Wells Fargo Bank;

● performance of property inspections;

● performance of tax parcel searches based on property legal description, monitoring and reporting of delinquent taxes, and collection and payment of taxes;

● Uniform Commercial Code (“UCC”) searches and filings; and

● insurance tracking and compliance.

Wells Fargo Bank may also enter into agreements with certain firms to act as a primary servicer and to provide cashiering or non-cashiering sub-servicing on the Mortgage Loans. Wells Fargo Bank monitors and reviews the performance of sub-servicers appointed by it. Generally, all amounts received by Wells Fargo Bank on the Mortgage Loans will initially be deposited into a common clearing account with collections on other mortgage loans serviced by Wells Fargo Bank and will then be allocated and transferred to the appropriate account as described in this prospectus. On the day any amount is to be disbursed by Wells Fargo Bank, that amount is transferred to a common disbursement account prior to disbursement.

In its capacity as a master servicer, Wells Fargo Bank will not have primary responsibility for custody services of original documents evidencing the Mortgage Loans. On occasion, Wells Fargo Bank may have custody of certain of such documents as are necessary for enforcement actions involving the Mortgage Loans or otherwise. To the extent Wells Fargo Bank performs custodial functions as a servicer, documents will be maintained in a manner consistent with the Servicing Standard.

A Wells Fargo Bank proprietary website (www.wellsfargo.com/com/comintro) provides investors with access to investor reports for commercial mortgage-backed securitization transactions for which Wells Fargo Bank is master servicer, and also provides borrowers with access to current and historical loan and property information for these transactions.

Wells Fargo & Company files reports with the SEC as required under the Exchange Act. Such reports include information regarding Wells Fargo Bank and may be obtained at the website maintained by the SEC at www.sec.gov.

There are no legal proceedings pending against Wells Fargo Bank, or to which any property of Wells Fargo Bank is subject, that are material to the Certificateholders, nor does Wells Fargo Bank have actual knowledge of any proceedings of this type contemplated by governmental authorities.

As of the Closing Date, neither Wells Fargo Bank nor any of its affiliates will retain any certificates issued by the issuing entity or any other economic interest in this securitization, except that Wells Fargo Bank will retain $24,363,918.09 Certificate Balance of the RR Interest. However, Wells Fargo Bank or its affiliates may, from time to time after the initial sale of the certificates to investors on the Closing Date, acquire additional certificates pursuant to secondary market transactions. Any such party will have the right to dispose of any such certificates (other than the RR Interest) at any time. Wells Fargo Bank will be required to retain the RR Interest (or any portion thereof) for so long as retention thereof is necessary for it to remain in compliance with the Credit Risk Retention Rules. See “Credit Risk Retention”.

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The foregoing information set forth under this sub-heading regarding Wells Fargo Bank has been provided by Wells Fargo Bank.

For a description of any material affiliations, relationships and related transactions between Wells Fargo Bank, in its capacity as master servicer, and the other transaction parties, see “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties”.

Wells Fargo Bank will have various duties under the PSA. Certain duties and obligations of Wells Fargo Bank are described under “Pooling and Servicing Agreement—General” and “—Enforcement of ‘Due-on-Sale’ and ‘Due-on-Encumbrance' Provisions”. The ability of a master servicer to waive or modify any terms, fees, penalties or payments on the Mortgage Loans (other than a Non-Serviced Mortgage Loan), and the effect of that ability on the potential cash flows from such Mortgage Loans, are described under “Pooling and Servicing Agreement—Modifications, Waivers and Amendments”. The master servicers’ obligations as the servicer to make advances, and the interest or other fees charged for those advances and the terms of the master servicers’ recovery of those advances, are described under “Pooling and Servicing Agreement—Advances”.

Wells Fargo Bank, in its capacity as master servicer, will only be liable under the PSA to the extent of the obligations specifically imposed by the PSA. Certain terms of the PSA regarding the master servicers’ removal, replacement or resignation are described under “Pooling and Servicing Agreement—Termination of a Master Servicer or Special Servicer for Cause”, “—Termination of a Master Servicer or Special Servicer for Cause—Servicer Termination Events”, “—Rights Upon Servicer Termination Event” and “—Waiver of Servicer Termination Event”. The master servicers’ rights and obligations with respect to indemnification, and certain limitations on the master servicers’ liability under the PSA, are described under “Pooling and Servicing Agreement—Limitation on Liability; Indemnification” in this prospectus.

National Cooperative Bank, N.A.

National Cooperative Bank, N.A., a national banking association regulated by the Office of the Comptroller of the Currency, will act as master servicer with respect to eighteen (18) of the Mortgage Loans, representing approximately 5.4% of the Initial Pool Balance. National Cooperative Bank, N.A. is one of the mortgage loan sellers and one of the special servicers. Its servicing offices are located at 2011 Crystal Drive, Suite 800, Arlington, VA 22202. National Cooperative Bank, N.A. has been servicing mortgage loans since 1990. As of July 31, 2017, National Cooperative Bank, N.A. was the primary or master servicer of a portfolio of multifamily and commercial mortgage loans in commercial mortgage-backed securities transactions and in agency mortgage-backed security and cash sale transactions in the United States totaling approximately $3.7 billion in aggregate outstanding principal balance. There are currently no outstanding servicing advances made by National Cooperative Bank, N.A. in regards to any Mortgage Loan being transferred by it for inclusion in the Trust Fund.

As of June 30, 2017, National Cooperative Bank, N.A. had total assets of $2,292.8 million (unaudited), a capital base in excess of regulatory requirements with a Common Equity Tier 1 Capital to Risk-Weighted Assets ratio of 14.6%. For the three months ended June 30, 2017, National Cooperative Bank, N.A. reported net income of $7.5 million (unaudited). As of December 31, 2016, National Cooperative Bank, N.A. had total assets of $2,224.5 million, a capital base in excess of regulatory requirements with a Common Equity Tier 1 Capital to Risk-Weighted Assets ratio of 14.6%. For the year ended December 31, 2016, National Cooperative Bank, N.A. reported net income of $18.5 million.

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National Cooperative Bank, N.A. is rated by Fitch and S&P as master, primary and special commercial mortgage servicers. Current ratings are shown below:

Servicer Rating Type	Fitch	S&P
Master Servicer	CMS2-	Average
Primary Servicer	CPS1-	Above Average
Special Servicer	CSS2-	Average

National Cooperative Bank, N.A. is also a Fannie Mae-approved multifamily loan servicer.

National Cooperative Bank, N.A.’s total portfolio of serviced commercial and multifamily mortgage loans by approximate number of loans and approximate unpaid principal balance is shown below:

Year-End	2014(1)	2015(1)	2016(1)	2017(2)
By Approximate Number:	3,945	3,858	3,718	3,500
By Approximate Aggregate Unpaid Principal Balance (in billions):	$5.7 billion	$5.8 billion	$5.5 billion	$5.1 billion

⁽¹⁾ As of the last day of the calendar year indicated.

⁽²⁾ As of July 31, 2017.

Within National Cooperative Bank, N.A.’s total portfolio of serviced commercial and multifamily mortgage loans, as of July 31, 2017, are approximately 1,291 commercial and multifamily mortgage loans with an unpaid principal balance of approximately $3.7 billion related to commercial mortgage-backed securities transactions (including agency mortgage-backed security and cash sale transactions). In addition to servicing loans related to commercial mortgage-backed securities transactions, National Cooperative Bank, N.A. also services whole loans for itself and a variety of investors. The properties securing loans in National Cooperative Bank, N.A.’s servicing portfolio, as of July 31, 2017, were located in 41 states and the District of Columbia and include retail, office, multifamily, industrial, hospitality and other types of income-producing properties.

National Cooperative Bank, N.A. has detailed operating policies and procedures for the performance of its master servicing obligations. National Cooperative Bank, N.A. servicing policies and procedures are updated periodically to keep pace with changes in the commercial mortgage-backed securities industry generally and have been generally consistent for the last three years in all material respects. The only significant changes in National Cooperative Bank, N.A.’s policies and procedures have come in response to changes in federal or state law or investor requirements, such as updates issued by Fannie Mae.

National Cooperative Bank, N.A. utilizes a multi-application mortgage-servicing technology platform, with multiple capabilities and reporting functions, to facilitate the processing of mortgage servicing activities. Among other functions, this platform performs account maintenance, tracks borrower communications, tracks escrow deposits, balances and withdrawals, tracks loan prepayments and payoffs, updates transaction data and generates various account reports. National Cooperative Bank, N.A.’s primary servicing system runs on McCracken Financial Solutions Corp. Strategy CS software. National Cooperative Bank, N.A. reports to trustees and certificate administrators in the CREFC® format. National Cooperative Bank, N.A. has a formal, documented disaster recovery and business continuity plan, including the use of off-site backup facilities, which is managed by its on-site staff.

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The table below sets forth information regarding principal and interest advances and servicing advances made by National Cooperative Bank, N.A., as master servicer, on commercial and multifamily mortgage loans included in commercial mortgage-backed securitizations. The information set forth is the amount of such advances as of the last day of the period indicated (expressed as a dollar amount and as a percentage of National Cooperative Bank, N.A.’s portfolio, as of the end of each such period, of master serviced commercial and multifamily mortgage loans included in commercial mortgage-backed securitizations).

Period	Approximate Securitized Master-Serviced Portfolio (UPB)*	Approximate Outstanding Advances (P&I and PPA)*	Approximate Outstanding Advances as % of UPB
Calendar Year 2014	$1,650,576,224	$7,200,000	0.44%
Calendar Year 2015	$1,534,626,850	$4,889,654	0.31%
Calendar Year 2016	$1,635,314,153	$1,818,975	0.11%
Calendar Year 2017(1)	$1,688,006,019	$1,712,229	0.10%

* “UPB” means unpaid principal balance, “P&I” means principal and interest advances and “PPA” means property protection advances.

⁽¹⁾ As of July 31, 2017.

National Cooperative Bank, N.A. may perform any of its obligations under the PSA through one or more third-party vendors, affiliates or subsidiaries. Notwithstanding the foregoing, National Cooperative Bank, N.A., as a master servicer, will remain responsible for its duties under the PSA. National Cooperative Bank, N.A. may engage third-party vendors to provide technology or process efficiencies. National Cooperative Bank, N.A. monitors its third-party vendors in compliance with its internal vendor management procedures and applicable law. National Cooperative Bank, N.A. has entered into contracts with third party vendors for the following functions:

● provision of loan servicing software – McCracken/Strategy CS;

● tracking and reporting of flood zone changes;

● legal representation;

● performance of ongoing property inspections;

● performance of tax parcel searches based on property legal description, monitoring and reporting of delinquent taxes, and collection and payment of taxes; and

● Uniform Commercial Code searches and filings.

Generally, all amounts received by National Cooperative Bank, N.A. on the mortgage loans will initially be deposited into a common clearing account with collections on other mortgage loans serviced by National Cooperative Bank, N.A. Funds are then transferred to segregated investor specific accounts pursuant to the servicing agreements.

Via a password-protected website, for commercial mortgage-backed securitization transactions for which National Cooperative Bank, N.A. is master servicer, National Cooperative Bank, N.A. provides its commercial mortgage-backed securities investors with access to data and reports.

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There are no legal proceedings pending against National Cooperative Bank, N.A., or to which any property of National Cooperative Bank, N.A. is subject, that are material to the Certificateholders, nor does National Cooperative Bank, N.A. have actual knowledge of any such proceedings that are contemplated by governmental authorities.

No securitization transaction in which National Cooperative Bank, N.A. was acting as master servicer has experienced a servicer event of default under any applicable servicing agreement as a result of any action or inaction of National Cooperative Bank, N.A. as master servicer, including as a result of a failure by National Cooperative Bank, N.A. to comply with the applicable servicing criteria in connection with any securitization transaction. National Cooperative Bank, N.A. has not been terminated as master servicer in any securitization due to a servicing default. National Cooperative Bank, N.A. has made all advances required to be made by it under the servicing agreements related to the securitization transactions in which National Cooperative Bank, N.A. is acting as master servicer. No assessment of compliance with the servicing criteria set forth in Item 1122 of Regulation AB applicable to National Cooperative Bank, N.A. has disclosed any material noncompliance by National Cooperative Bank, N.A. with such applicable servicing criteria in connection with any securitization in which National Cooperative Bank, N.A. was acting as master servicer.

National Cooperative Bank, N.A., as a master servicer, will be required to pay all expenses incurred by it in connection with its responsibilities under the PSA (subject to reimbursement as described in this prospectus), including all fees of any sub-servicers retained by it.

In its capacity as master servicer, National Cooperative Bank, N.A. will not have primary responsibility for custody services of original documents evidencing the Mortgage Loans. On occasion, National Cooperative Bank, N.A. may have custody of certain of such documents as are necessary for enforcement actions involving the Mortgage Loans or otherwise. To the extent National Cooperative Bank, N.A. performs custodial functions as a servicer, documents will be maintained in a manner consistent with the Servicing Standard.

National Cooperative Bank, N.A. converted to a national bank charter from a federal thrift charter effective as of December 31, 2014. As a result of the conversion, its name changed from NCB, FSB to National Cooperative Bank, N.A. The conversion permits the bank to increase its commercial lending but does not otherwise impact its commercial real estate lending business or its servicing or deposit platforms. Similarly, the bank’s Board of Directors and senior management have not changed as a result of the conversion, and the Office of the Comptroller of the Currency continues to be the primary federal regulator of the bank.

As of the Closing Date, neither National Cooperative Bank, N.A. nor any of its affiliates will retain any certificates issued by the issuing entity or any other economic interest in this securitization. However, National Cooperative Bank, N.A. or its affiliates may, from time to time after the initial sale of the certificates to investors on the Closing Date, acquire certificates pursuant to secondary market transactions. Any such party will have the right to dispose of any such certificates at any time.

For a description of any material affiliations, relationships and related transactions between National Cooperative Bank, N.A., in its capacity as master servicer, and the other transaction parties, see “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties”.

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National Cooperative Bank, N.A. will have various duties under the PSA. Certain duties and obligations of National Cooperative Bank, N.A. are described under “Pooling and Servicing Agreement—General” and “—Enforcement of ‘Due-on-Sale’ and ‘Due-on-Encumbrance’ Provisions” in this prospectus. The ability of a master servicer to waive or modify any terms, fees, penalties or payments on the Mortgage Loans (other than a Non-Serviced Mortgage Loan), and the effect of that ability on the potential cash flows from such Mortgage Loans, are described under “Pooling and Servicing Agreement—Modifications, Waivers and Amendments” in this prospectus. The master servicers’ obligations to make advances, and the interest or other fees charged for those advances and the terms of the master servicers’ recovery of those advances, are described under “Pooling and Servicing Agreement—Advances” in this prospectus.

National Cooperative Bank, N.A., in its capacity as a master servicer, will only be liable under the PSA to the extent of the obligations specifically imposed by the PSA. Certain terms of the PSA regarding a master servicer’s removal or replacement, resignation are described under “Pooling and Servicing Agreement—Limitation on Liability; Indemnification”, “—Termination of a Master Servicer or Special Servicer for Cause—Servicer Termination Events”, “—Rights Upon Servicer Termination Event” and “—Waiver of Servicer Termination Event” in this prospectus. A master servicer’s rights and obligations with respect to indemnification, and certain limitations on a master servicer’s liability under the PSA, are described under “Pooling and Servicing Agreement—Limitation on Liability; Indemnification” in this prospectus.

The information provided in this prospectus concerning National Cooperative Bank, N.A. has been provided by it.

The Special Servicers

Rialto Capital Advisors, LLC

Rialto Capital Advisors, LLC, a Delaware limited liability company (“Rialto”), will initially be appointed to act as a special servicer for certain Mortgage Loans to be deposited into the issuing entity (other than (i) any Non-Serviced Mortgage Loan, (ii) any Servicing Shift Mortgage Loan after the servicing shift securitization date, (iii) any Excluded Special Servicer Loan or (iv) Mortgage Loans serviced by National Cooperative Bank, N.A.) and any Serviced Pari Passu Companion Loan, and in this capacity will be responsible for the servicing and administration of such Mortgage Loans (other than any Excluded Special Servicer Loan or any Non-Serviced Mortgage Loan) and Serviced Pari Passu Companion Loans that are Specially Serviced Loans and any associated REO Properties, and in certain circumstances, will review, evaluate and provide or withhold consent as to certain Major Decisions and Special Servicer Decisions and other transactions relating to such Mortgage Loans (other than any Excluded Special Servicer Loan or any Non-Serviced Mortgage Loan) and Serviced Pari Passu Companion Loans that are non-Specially Serviced Loans, pursuant to the PSA. Rialto maintains its principal servicing office at 790 NW 107th Avenue, 4th Floor, Miami, Florida 33172.

Rialto has been engaged in the special servicing of commercial mortgage loans for commercial real estate securitizations since approximately May 2012. Rialto currently has a commercial mortgage-backed securities special servicer rating of “CSS2” by Fitch, a commercial loan special servicer ranking of “Above Average” by S&P and a commercial mortgage special servicer ranking of “MOR CS2” by Morningstar.

Rialto is an affiliate of Rialto Capital Management, LLC, a Delaware limited liability company (“RCM”). RCM is a vertically integrated commercial real estate investment and

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asset manager. Each of Rialto and RCM is an indirect wholly-owned subsidiary of Lennar Corporation (“Lennar”) (NYSE: LEN and LEN.B), a national homebuilder with over 8,000 employees across the country’s largest real estate markets. As of January 30, 2017, RCM was the sponsor of, and certain of its affiliates were investors in, ten private equity funds (collectively, the “Funds”) and RCM also advised four separately managed accounts, having over $5.4 billion of regulatory assets under management in the aggregate (regulatory assets under management as of March 31, 2017). Four of such Funds are focused on distressed and value-add real estate related investments and/or commercial mortgage backed securities, four of such Funds are focused on investments in commercial mortgage-backed securities and the other two Funds and the separately managed accounts are focused on mezzanine debt and credit investments. Through June 30, 2017, RCM has acquired and/or is managing over $7.4 billion of non- and sub-performing real estate assets, representing approximately 10,836 loans.

In addition, RCM has underwritten and purchased, primarily for the Funds, over $5.3 billion in face value of subordinate, newly-originated commercial mortgage-backed securities bonds in approximately 78 different securitizations totaling approximately $82.6 billion in overall transaction size. RCM (or an affiliate) has the right to appoint the special servicer for each of these transactions.

RCM has over 350 employees as of June 30, 2017, and is headquartered in Miami with two other main offices located in New York City and Atlanta. RCM’s commercial real estate platform has ten additional offices across the U.S. and four offices in Europe.

Rialto has detailed operating policies and procedures which are reviewed at least annually and updated as appropriate. These policies and procedures for the performance of its special servicing obligations are, among other things, in compliance with the applicable servicing criteria set forth in Item 1122 of Regulation AB under the Securities Act. Rialto has developed strategies and procedures for managing delinquent loans, loans subject to bankruptcies of the borrowers and other breaches by borrowers of the underlying loan documents that are designed to maximize value from the assets for the benefit of certificateholders. These strategies and procedures vary on a case by case basis, and include, but are not limited to, liquidation of the underlying collateral, note sales, discounted payoffs, and borrower negotiation or workout in accordance with the related servicing standard. The strategy pursued by Rialto for any particular property depends upon, among other things, the terms and provisions of the underlying loan documents, the jurisdiction where the underlying property is located and the condition and type of underlying property. Standardization and automation have been pursued, and continue to be pursued, wherever possible so as to provide for continued accuracy, efficiency, transparency, monitoring and controls.

Rialto is subject to external and internal audits and reviews. Rialto is subject to Lennar’s internal audit reviews, typically on a semi-annual basis, which focus on specific business areas such as finance, reporting, loan asset management and REO management. Rialto is also subject to external audits as part of the external audit of Lennar and stand-alone audits of the FDIC transactions and the Funds. As part of such external audits, auditors perform test work and review internal controls throughout the year. As a result of this process, Rialto has been determined to be Sarbanes-Oxley compliant.

Rialto maintains a web-based asset management system that contains performance information at the portfolio, loan and property levels on the various loan and REO assets that it services. Additionally, Rialto has a formal, documented disaster recovery and business continuity plan which is managed by Lennar’s on-site staff.

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As of June 30, 2017, Rialto and its affiliates were actively special servicing approximately 530 portfolio loans with a principal balance of approximately $207 million and were responsible for approximately 467 portfolio REO assets with a principal balance of approximately $540 million.

Rialto is also currently performing special servicing for 82 commercial real estate securitizations. With respect to such securitization transactions, Rialto is administering approximately 5,631 assets with an original principal balance at securitization of approximately $84 billion. The asset pools specially serviced by Rialto include residential, multifamily/condo, office, retail, hotel, healthcare, industrial, manufactured housing and other income-producing properties as well as residential and commercial land.

The table below sets forth information about Rialto’s portfolio of specially serviced commercial and multifamily mortgage loans and REO properties in commercial mortgage-backed securitization transactions as of the dates indicated:

CMBS Pools	As of 12/31/2012	As of 12/31/2013	As of 12/31/2014	As of 12/31/2015	As of 12/31/2016	As of 6/30/2017
Number of CMBS Pools Named Special Servicer	16	27	45	59	75	82
Approximate Aggregate Unpaid Principal Balance(1)	$18.9 billion	$32.4 billion	$49.2 billion	$63.6 billion	$79 billion	$84.4 billion
Approximate Number of Specially Serviced Loans or REO Properties(2)	19	27	28	17	37	61
Approximate Aggregate Unpaid Principal Balance of Specially Serviced Loans or REO Properties(2)	$21 million	$101 million	$126.9 million	$141.9 million	$320 million	$587 million

⁽¹⁾ Includes all commercial and multifamily mortgage loans and related REO properties in Rialto’s portfolio for which Rialto is the named special servicer, regardless of whether such mortgage loans and related REO properties are, as of the specified date, specially serviced by Rialto.

⁽²⁾ Includes only those commercial and multifamily mortgage loans and related REO properties in Rialto’s portfolio for which Rialto is the named special servicer that are, as of the specified date, specially serviced by Rialto. Does not include any resolutions during the specified year.

In its capacity as the special servicer, Rialto will not have primary responsibility for custody services of original documents evidencing the Mortgage Loans. Rialto may from time to time have custody of certain of such documents as necessary for enforcement actions involving particular underlying mortgage loans or otherwise. To the extent that Rialto has custody of any such documents for any such servicing purposes, such documents will be maintained in a manner consistent with the Servicing Standard.

Rialto does not have any material advancing rights or obligations with respect to the commercial mortgage-backed securities pools as to which it acts as special servicer. In certain instances Rialto may have the right or be obligated to make property related servicing advances in emergency situations with respect to certain commercial mortgage-backed securities pools as to which it acts as special servicer.

There are, to the actual current knowledge of Rialto, no special or unique factors of a material nature involved in special servicing the particular types of assets included in this securitization transaction, as compared to the types of assets specially serviced by Rialto in other commercial mortgage-backed securitization pools generally, for which Rialto has developed processes and procedures which materially differ from the processes and procedures employed by Rialto in connection with its special servicing of commercial mortgage-backed securitization pools generally.

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There have not been, during the past three years, any material changes to the policies or procedures of Rialto in the servicing function it will perform under the PSA for assets of the same type included in this securitization transaction. No securitization transaction in which Rialto was acting as special servicer has experienced a servicer event of default as a result of any action or inaction of Rialto as special servicer, including as a result of a failure by Rialto to comply with the applicable servicing criteria in connection with any securitization transaction. Rialto has not been terminated as special servicer in any securitization, either due to a servicing default or the application of a servicing performance test or trigger. Rialto has made all advances required to be made by it under the servicing agreements related to the securitization transactions in which Rialto is acting as special servicer. There has been no previous disclosure of material noncompliance with the applicable servicing criteria by Rialto in connection with any securitization in which Rialto was acting as special servicer. Rialto does not believe that its financial condition will have any adverse effect on the performance of its duties under the PSA and, accordingly, Rialto believes that its financial condition will not have any material impact on the Mortgage Pool performance or the performance of the Certificates.

From time to time Rialto is a party to lawsuits and other legal proceedings as part of its duties as a loan servicer (e.g., enforcement of loan obligations) and/or arising in the ordinary course of business. Rialto does not believe that any such lawsuits or legal proceedings would, individually or in the aggregate, have a material adverse effect on its business or its ability to service loans pursuant to the PSA.

There are currently no legal proceedings pending, and no legal proceedings known to be contemplated by governmental authorities, against Rialto or of which any of its property is the subject, which are material to Certificateholders. Rialto occasionally engages consultants to perform property inspections and to provide surveillance on a property and its local market; it currently does not have any plans to engage sub-servicers to perform on its behalf any of its duties with respect to this transaction with the exception of some outsourced base servicing functions.

In the commercial mortgage-backed securitizations in which Rialto acts as special servicer, Rialto may enter into one or more arrangements with any party entitled to appoint or remove and replace the special servicer to provide for a discount and/or revenue sharing with respect to certain of the special servicer compensation in consideration of, among other things, Rialto’s appointment as special servicer under the applicable servicing agreement and limitations on such person’s right to replace Rialto as the special servicer.

It is expected that RREF III Debt AIV, LP or another affiliate of the special servicer will be the initial Directing Certificateholder. Rialto Capital Advisors, LLC, an expected special servicer for this transaction, is an affiliate of (a) the entity or entities that are anticipated to purchase the Class E, Class F, Class G, Class X-E, Class X-F, Class X-G and Class V certificates and (b) RREF III Debt AIV, LP or its affiliate, which is expected to be appointed as the initial Directing Certificateholder with respect to each Mortgage Loan (other than (i) any Non-Serviced Mortgage Loan, (ii) any Servicing Shift Mortgage Loan or (iii) any Excluded Loan with respect to the Directing Certificateholder). Rialto Capital Advisors, LLC is expected to act as a special servicer and it or an affiliate assisted RREF III Debt AIV, LP and/or one or more of its affiliates with its due diligence of the Mortgage Loans prior to the Closing Date.

From time to time, Rialto and/or its affiliates may purchase other securities, including certificates in this offering and including in the secondary market, and may dispose of them at any time. Except as described herein, neither Rialto nor any of its affiliates will retain on the Closing Date any certificates issued by the issuing entity or any other economic interest

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in this securitization. Any such party will have the right to dispose of such certificates at any time.

The information set forth above under this sub-heading “—The Special Servicers” regarding Rialto has been provided by Rialto.

The special servicer’s role and responsibilities are set forth in this prospectus under “Pooling and Servicing Agreement”. The special servicer’s ability to waive or modify any terms, fees, penalties or payments on the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the related Serviced Pari Passu Companion Loans, and the effect of that ability on the potential cash flows from such Mortgage Loans and the related Serviced Pari Passu Companion Loans, are described under “Pooling and Servicing Agreement—Modifications, Waivers and Amendments”.

The special servicer will only be liable under the PSA to the extent of the obligations specifically imposed by the PSA. Certain terms of the PSA regarding the special servicer’s removal, replacement, resignation or transfer are described under “Pooling and Servicing Agreement—Limitation on Liability; Indemnification”, “—Termination of a Master Servicer or Special Servicer for Cause—Servicer Termination Events” and “—Rights Upon Servicer Termination Event”. The special servicer’s rights and obligations with respect to indemnification, and certain limitations on the special servicer’s liability under the PSA, are described under “Pooling and Servicing Agreement—Limitation on Liability; Indemnification”.

National Cooperative Bank, N.A.

National Cooperative Bank, N.A., a national banking association regulated by the Office of the Comptroller of the Currency, with respect to eighteen (18) of the Mortgage Loans, representing approximately 5.4% of the Initial Pool Balance, will initially be responsible for the servicing and administration of the Specially Serviced Loans and REO Properties and, with respect to the applicable mortgage loans that are non-Specially Serviced Loans, reviewing and evaluating certain borrower requests and applicable master servicer’s written analysis and recommendations. National Cooperative Bank, N.A. is one of the mortgage loan sellers and one of the master servicers. Its servicing offices are located at 2011 Crystal Drive, Suite 800, Arlington, VA 22202. National Cooperative Bank, N.A. has been servicing mortgage loans since 1990.

As of June 30, 2017, National Cooperative Bank, N.A. had total assets of $2,292.8 million (unaudited), a capital base in excess of regulatory requirements with a Common Equity Tier 1 Capital to Risk-Weighted Assets ratio of 14.6%. For the three months ended June 30, 2017, National Cooperative Bank, N.A. reported net income of $7.5 million (unaudited). As of December 31, 2016, National Cooperative Bank, N.A. had total assets of $2,224.5 million, a capital base in excess of regulatory requirements with a Common Equity Tier 1 Capital to Risk-Weighted Assets ratio of 14.6%. For the year ended December 31, 2016, National Cooperative Bank, N.A. reported net income of $18.5 million.

National Cooperative Bank, N.A. is approved as a special servicer by Fitch and S&P and currently has a special servicer rating of “CSS2-” by Fitch and “Average” by S&P. National Cooperative Bank, N.A. is also a Fannie Mae-approved multifamily loan servicer.

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National Cooperative Bank, N.A.’s total portfolio of serviced commercial and multifamily mortgage loans by approximate number of loans and approximate unpaid principal balance is shown below:

Year-End	2014(1)	2015(1)	2016(1)	2017(2)
By Approximate Number:	3,945	3,858	3,718	3,500
By Approximate Aggregate Unpaid Principal Balance (in billions):	$5.7 billion	$5.8 billion	$5.5 billion	$5.1 billion

⁽¹⁾ As of the last day of the calendar year indicated.

⁽²⁾ As of July 31, 2017.

Within National Cooperative Bank, N.A.’s total portfolio of serviced commercial and multifamily mortgage loans, as of July 31, 2017, are approximately 1,291 commercial and multifamily mortgage loans with an unpaid principal balance of approximately $3.7 billion related to commercial mortgage-backed securities transactions (including agency mortgage-backed security and cash sale transactions). In addition to servicing loans related to commercial mortgage-backed securities transactions, National Cooperative Bank, N.A. also services whole loans for itself and a variety of investors. The properties securing loans in National Cooperative Bank, N.A.’s servicing portfolio, as of July 31, 2017, were located in 41 states and the District of Columbia and include retail, office, multifamily, industrial, hospitality and other types of income-producing properties.

National Cooperative Bank, N.A. has been acting as a special servicer of mortgage loans in CMBS transactions since 2010. National Cooperative Bank, N.A.’s parent, National Consumer Cooperative Bank, has acted as a special servicer of mortgage loans in CMBS transactions since 1998. In 2010, National Consumer Cooperative Bank transferred its CMBS special servicing operations to National Cooperative Bank, N.A. As of July 31, 2017, National Cooperative Bank, N.A. was named the special servicer in approximately 39 commercial mortgage-backed securities transactions with an aggregate outstanding principal balance of approximately $1.7 billion. The table below contains information on the size of the portfolio of specially serviced commercial and multifamily mortgage loans and REO Properties that have been referred to National Cooperative Bank, N.A. as special servicer in CMBS transactions from 2010 to July 31, 2017.

Portfolio Size – CMBS Special Servicing	2014(1)	2015(1)	2016(1)	2017(2)
Total	$37,525,431	$49,310,253	$25,939,525	$3,099,712

⁽¹⁾ Size of portfolio for which National Cooperative Bank, N.A. acted as special servicer as of the last day of the calendar year indicated.

⁽²⁾ As of July 31, 2017.

National Cooperative Bank, N.A. has detailed servicing policies and procedures across the various servicing functions to maintain compliance with its servicing obligations and the servicing standards under National Cooperative Bank, N.A.’s servicing agreements, including procedures for managing delinquent and specially serviced loans and loans subject to the bankruptcy of the borrower. These policies and procedures include, among other things, measures for notifying borrowers of payment delinquencies and other loan defaults and for working with borrowers to facilitate collections and performance. National Cooperative Bank, N.A. periodically updates its servicing policies and procedures to keep pace with changes in the commercial mortgage-backed securities industry generally and to comply with changes in federal or state law or investor requirements. These policies and procedures are, among other things, in compliance with the applicable servicing criteria set forth in Item 1122 of Regulation AB.

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National Cooperative Bank, N.A.’s servicing personnel are highly skilled professionals that proactively manage specially serviced assets through the workout cycle from initiation of foreclosure, bankruptcy, real estate owned or modification. National Cooperative Bank, N.A. takes a disciplined approach to the management and resolution of specially serviced loans and evaluates all viable resolution strategies to determine the strategy that generates the highest net present value for the holder of such specially serviced loan. Default resolution strategies are determined in accordance with the respective pooling and servicing agreement and the terms of the related mortgage loan documents.

National Cooperative Bank, N.A. has not engaged and does not currently intend to engage any third party servicers to perform on its behalf any of its special servicing duties with respect to the trust mortgage loans for which National Cooperative Bank, N.A. acts as special servicer.

National Cooperative Bank, N.A. has a formal, documented disaster recovery and business continuity plan, including the use of off-site backup facilities, which is managed by its on-site staff.

There are no legal proceedings pending against National Cooperative Bank, N.A., or to which any property of National Cooperative Bank, N.A. is subject, that are material to the Certificateholders, nor does National Cooperative Bank, N.A. have actual knowledge of any such proceedings that are contemplated by governmental authorities.

No securitization transaction in which National Cooperative Bank, N.A. was acting as special servicer has experienced a servicer event of default under any applicable servicing agreement as a result of any action or inaction of National Cooperative Bank, N.A. as special servicer, including as a result of a failure by National Cooperative Bank, N.A. to comply with the applicable servicing criteria in connection with any securitization transaction. National Cooperative Bank, N.A. has not been terminated as special servicer in any securitization due to a servicing default. National Cooperative Bank, N.A. has made all advances required to be made by it under the servicing agreements related to the securitization transactions in which National Cooperative Bank, N.A. is acting as special servicer. No assessment of compliance with the servicing criteria set forth in Item 1122 of Regulation AB applicable to National Cooperative Bank, N.A. has disclosed any material noncompliance by National Cooperative Bank, N.A. with such applicable servicing criteria in connection with any securitization in which National Cooperative Bank, N.A. was acting as special servicer.

National Cooperative Bank, N.A., as a special servicer, will be required to pay all expenses incurred in connection with its responsibilities under the PSA (subject to reimbursement as described in this prospectus), including all fees of any sub-servicers retained by it.

Although National Cooperative Bank, N.A. does not presently intend to enter into any such arrangement, National Cooperative Bank, N.A. may, in the future, enter into one or more arrangements with any party entitled to appoint or remove and replace a special servicer to provide for a discount and/or revenue sharing with respect to certain of the special servicer compensation in consideration of, among other things, National Cooperative Bank, N.A.’s appointment as special servicer under the PSA and limitations on such person’s right to replace National Cooperative Bank, N.A. as a special servicer.

National Cooperative Bank, N.A. converted to a national bank charter from a federal thrift charter effective as of December 31, 2014. As a result of the conversion, its name changed from NCB, FSB to National Cooperative Bank, N.A. The conversion permits the bank to increase its commercial lending but does not otherwise impact its commercial real

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estate lending business or its servicing or deposit platforms. Similarly, the bank’s Board of Directors and senior management have not changed as a result of the conversion, and the Office of the Comptroller of the Currency continues to be the primary federal regulator of the bank.

As of the Closing Date, neither National Cooperative Bank, N.A. nor any of its affiliates will retain any certificates issued by the issuing entity or any other economic interest in this securitization. However, National Cooperative Bank, N.A. or its affiliates may, from time to time after the initial sale of the certificates to investors on the Closing Date, acquire certificates pursuant to secondary market transactions. Any such party will have the right to dispose of any such certificates at any time.

For a description of any material affiliations, relationships and related transactions between National Cooperative Bank, N.A., in its capacity as special servicer, and the other transaction parties, see “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties” in this prospectus.

National Cooperative Bank, N.A. will have various duties under the PSA. Certain duties and obligations of National Cooperative Bank, N.A. are described under “Pooling and Servicing Agreement—General” and “—Enforcement of ‘Due-on-Sale’ and ‘Due-on-Encumbrance’ Provisions”. The ability of a special servicer to waive or modify any terms, fees, penalties or payments on the Mortgage Loans, and the effect of that ability on the potential cash flows from such Mortgage Loans, are described under “Pooling and Servicing Agreement—Modifications, Waivers and Amendments” in this prospectus.

National Cooperative Bank, N.A., in its capacity as a special servicer, will only be liable under the PSA to the extent of the obligations specifically imposed by the PSA. Certain terms of the PSA regarding a special servicer’s removal or replacement, resignation are described under “Pooling and Servicing Agreement—Limitation on Liability; Indemnification”, “—Termination of a Master Servicer or Special Servicer for Cause—Servicer Termination Events”, “—Rights Upon Servicer Termination Event” and “—Waiver of Servicer Termination Event” in this prospectus. National Cooperative Bank, N.A.’s, as a special servicer’s, rights and obligations with respect to indemnification, and certain limitations under the PSA on the its liability as a special servicer are described under “Pooling and Servicing Agreement—Limitation on Liability; Indemnification” in this prospectus.

The information provided in this prospectus concerning National Cooperative Bank, N.A. has been provided by it.

The Operating Advisor and Asset Representations Reviewer

Pentalpha Surveillance LLC (“Pentalpha Surveillance”), a Delaware limited liability company, will act as the operating advisor under the PSA with respect to each Mortgage Loan (other than Non-Serviced Mortgage Loans). The operating advisor will have certain review and consultation duties with respect to activities of the special servicers. Pentalpha Surveillance will also be serving as the asset representations reviewer under the PSA. The asset representations reviewer will be required to review certain delinquent mortgage loans after a specified delinquency threshold has been exceeded and upon notification from the certificate administrator that the required percentage of Certificateholders have voted to direct a review of such delinquent Mortgage Loans.

The principal office of Pentalpha Surveillance is located in Greenwich, Connecticut. Pentalpha Surveillance is privately held (founded in 2005) and is primarily dedicated to providing independent oversight of loan securitization trusts’ ongoing operations.

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Pentalpha Surveillance maintains proprietary compliance checking software and a team of industry operations veterans focused on independently investigating and resolving loan origination and servicing flaws. This includes, but is not limited to, collections optimization, representation and warranty settlements, derivative contract errors and transaction party disputes. Loans collateralized by commercial and residential real estate debt represent the majority of its focus. More than $500 billion of residential, commercial and other income producing loans have been boarded to the Pentalpha Surveillance system in connection with the services provided by the Pentalpha group of companies.

Pentalpha Surveillance and its affiliates have been engaged by individual securitization trusts, financial institutions, institutional investors as well as agencies of the U.S. Government. As of July 31, 2017, Pentalpha Surveillance has acted as operating advisor or trust advisor in approximately 112 commercial mortgage-backed securitizations with an aggregate initial unpaid principal balance of approximately $116.5 billion since October 2010. As of July 31, 2017, Pentalpha Surveillance has acted as asset representations reviewer in 26 commercial mortgage-backed securitizations with an aggregate initial unpaid principal balance of approximately $24.5 billion.

Pentalpha Surveillance also has been engaged as an independent representation and warranty reviewer on numerous residential mortgage-backed securitizations across multiple issuer platforms. In that role, Pentalpha Surveillance has been integrally involved in the design and development of specific operational protocols and testing methodologies in connection with the breach review process related to representations and warranties. In addition, Pentalpha Surveillance has been a leader in the concept, design and implementation of the asset representations reviewer role in commercial mortgage-backed securitizations both during its consideration and after its adoption by the Securities and Exchange Commission in September 2014.

Pentalpha Surveillance is not an affiliate of the issuing entity, the depositor, the sponsors, the mortgage loan sellers, the trustee, the certificate administrator, either master servicer, either special servicer, the directing certificateholder, any “originators” (within the meaning of Item 1110 of Regulation AB) or any “significant obligor” (within the meaning of Item 1112 of Regulation AB) with respect to the Trust.

From time to time, Pentalpha Surveillance may be a party to lawsuits and other legal proceedings arising in the ordinary course of business. However, there are currently no legal proceedings pending, and no legal proceedings known to be contemplated by governmental authorities, against Pentalpha Surveillance or of which any of its property is the subject, that would have a material adverse effect on Pentalpha Surveillance’s business or its ability to serve as operating advisor or asset representations reviewer pursuant to the PSA or that is material to the holders of the certificates.

The foregoing information under this heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” has been provided by Pentalpha Surveillance.

Neither Pentalpha nor any of its affiliates will retain any certificates issued by the issuing entity or any other economic interest in this securitization.

For a description of any material affiliations, relationships and related transactions between the operating advisor, the asset representations reviewer and the other transaction parties, see “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties” in this prospectus.

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The operating advisor and the asset representations reviewer will only be liable under the PSA to the extent of the obligations specifically imposed by the PSA, and no implied duties or obligations may be asserted against the operating advisor or the asset representations reviewer. For further information regarding the duties, responsibilities, rights and obligations of the operating advisor and the asset representations reviewer, as the case may be, under the PSA, including those related to indemnification, see “Pooling and Servicing Agreement—The Operating Advisor”, “—The Asset Representations Reviewer” and “—Limitation on Liability; Indemnification”. Certain terms of the PSA regarding the operating advisor’s or asset representations reviewer’s, as the case may be, removal, replacement, resignation or transfer are described under “Pooling and Servicing Agreement—The Operating Advisor” and “—The Asset Representations Reviewer” in this prospectus.

Credit Risk Retention

General

Regulation RR implementing the risk retention requirements of Section 15G of the Exchange Act (the “Credit Risk Retention Rules”) will apply to this securitization. The RR Interest is intended to meet the definition of a “single vertical security” that is an “eligible vertical interest” (as such terms are defined in the Credit Risk Retention Rules), and Wells Fargo Bank is acting as the retaining sponsor under the Credit Risk Retention Rules (in such capacity, the “Retaining Sponsor”). Wells Fargo, Bank of America and Morgan Stanley Bank (the “Retaining Parties”) will retain the indicated amount of the RR Interest below.

The RR Interest will have an aggregate Certificate Balance as of the Closing Date of approximately $60,690,746.32, representing 5.0% of all “ABS interests” (as defined in the Credit Risk Retention Rules) in the Trust (which will consist of the Certificates other than the Class R Certificates and the RR Interest). The effective interest rate of the RR Interest will be equal to the WAC Rate. In accordance with the definition of “single vertical security” under the Credit Risk Retention Rules, the RR Interest will entitle the holders thereof to a specified percentage (equal to the Risk Retention Allocation Percentage) of the amounts paid on each class of Certificates (other than the Class R Certificates and the RR Interest).

Wells Fargo Bank will be permitted to offset the amount of its required risk retention by the portions of the RR Interest acquired by each of Bank of America and Morgan Stanley Bank, as originators of one or more of the securitized assets. For a description of the originators, see “Transaction Parties—The Sponsors and Mortgage Loan Sellers”.

On the Closing Date, Wells Fargo Bank, a national banking association, in its capacity as Retaining Sponsor, will acquire from the Depositor, and retain, $24,363,918.09 Certificate Balance of the RR Interest, representing approximately 40.1% of the aggregate Certificate Balance of all of the outstanding RR Interest.  Bank of America, a national banking association, will acquire from the Depositor, and retain, $16,352,951.42 Certificate Balance of the RR Interest, representing approximately 26.9% of the aggregate Certificate Balance of all of the outstanding RR Interest. Bank of America originated approximately 26.9% of the aggregate Initial Pool Balance, which is at least 20% of the total Initial Pool Balance and is equal to its percentage ownership of the aggregate Certificate Balance of all of the outstanding RR Interest, in accordance with Rule 11(a)(1) of the Credit Risk Retention Rules.  Morgan Stanley Bank, a national banking association, will acquire from the Depositor, and retain, $19,973,876.81 Certificate Balance of the RR Interest, representing approximately 32.9% of the aggregate Certificate Balance of all of the outstanding RR Interest. Morgan Stanley Bank, an affiliate of MSMCH, originated approximately 32.9% of

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the aggregate Initial Pool Balance, which is at least 20% of the total Initial Pool Balance and is equal to its percentage ownership of the aggregate Certificate Balance of all of the outstanding RR Interest, in accordance with Rule 11(a)(1) of the Credit Risk Retention Rules.  Each Retaining Party (other than Wells Fargo Bank) will acquire its applicable portion of the RR Interest from the Depositor pursuant to an exchange under Rule 11(a)(1)(iv)(B) of the Credit Risk Retention Rules, whereby such Retaining Party will sell to the Depositor (in the case of Morgan Stanley Bank, through its affiliate, MSMCH) the Mortgage Loans that it has originated in exchange for cash consideration and such applicable portion of the RR Interest.  The Certificate Balance of such applicable portion of the RR Interest (i) will represent a reduction in the price received by such Retaining Party from the Depositor for the Mortgage Loans sold by such Retaining Party (in the case of Morgan Stanley Bank, through its affiliate, MSMCH) to the Depositor for inclusion in the Mortgage Pool and (ii) will equal the amount by which the Retaining Sponsor’s risk retention is reduced by such Retaining Party in accordance with the Credit Risk Retention Rules.

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

Notwithstanding any references in this prospectus to the Credit Risk Retention Rules, Regulation RR, the retaining sponsor, the Retaining Party and other risk retention related matters, in the event the Credit Risk Retention Rules and/or Regulation RR (or any relevant portion thereof) are repealed or determined by applicable regulatory agencies to be no longer applicable to this securitization transaction, none of the retaining sponsor, the Retaining Party or any other party will be required to comply with or act in accordance with the Credit Risk Retention Rules or Regulation RR (or such relevant portion thereof).

RR Interest

Retained Certificate Available Funds

The right to payment of holders of the RR Interest is pro rata and pari passu with the right to payment of holders of the certificates other than the Class R Certificates and the RR Interest (as a collective whole). The amount available for distribution to the holders of the RR Interest on each Distribution Date will, in general, equal the sum of (i) the Required Credit Risk Retention Percentage of the Aggregate Available Funds (described under “Description of the Certificates—Available Funds”) for such Distribution Date and (ii) the Retained Certificate Gain-on-Sale Remittance Amount for such Distribution Date (such amount, the “Retained Certificate Available Funds”).

The “Retained Certificate Gain-on-Sale Remittance Amount” for each Distribution Date will be equal to the lesser of (i) the amount on deposit in the Retained Certificate Gain-on-Sale Reserve Account on such Distribution Date, and (ii) the Required Credit Risk Retention Percentage of the Aggregate Gain-on-Sale Entitlement Amount (described under “Description of the Certificates—Distributions—Available Funds”).

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Priority of Distributions

On each Distribution Date, for so long as the aggregate Certificate Balance of the RR Interest has not been reduced to zero, the certificate administrator is required to apply amounts on deposit in the Distribution Account, to the extent of the Retained Certificate Available Funds, in the following order of priority:

First, to the RR Interest, in respect of interest, up to an amount equal to the Retained Certificate Interest Distribution Amount for such Distribution Date;

Second, to the RR Interest, in reduction of the Certificate Balance thereof, an amount equal to the Retained Certificate Principal Distribution Amount for such Distribution Date, until the Certificate Balance of the RR Interest has been reduced to zero; and

Third, to the RR Interest, up to an amount equal to the product of (A) the Risk Retention Allocation Percentage and (B) the aggregate amount of reimbursed Realized Losses and interest thereon distributed to the holders of the Regular Certificates (other than the RR Interest) pursuant to clauses Third, Sixth, Ninth, Twelfth, Fifteenth, Eighteenth, Twenty-first and Twenty-fourth in “Description of the Certificates—Available Funds—Priority of Distributions” in this prospectus;

provided, however, that to the extent any Retained Certificate Available Funds remain in the Distribution Account after applying amounts as set forth in clauses First through Third above, any such amounts will be disbursed to the Class R certificates, as the REMIC residual interest, in compliance with the Code and applicable REMIC Regulations. The REMIC residual interest, sometimes commonly referred to as a “non-economic residual”, is a tax-based certificate required to be issued as part of any REMIC securitization and the holder of that interest will incur any tax liability of the REMIC trust. The REMIC residual interest is not entitled to any interest or principal in the securitization trust; however, REMIC Regulations require that the amount, if any, remaining in a REMIC trust after all amounts are paid to the regular interests be paid to the REMIC residual interest.

The effective interest rate on the RR Interest will be a per annum rate equal to the WAC Rate for the related Distribution Date.

The “Non-Retained Percentage” is 100% minus the Required Credit Risk Retention Percentage.

The “Retained Certificate Interest Distribution Amount” with respect to any Distribution Date and the RR Interest will equal the product of (A) the Risk Retention Allocation Percentage and (B) the aggregate amount of interest distributed on the Regular Certificates (other than the RR Interest) according to clauses First, Fourth, Seventh, Tenth, Thirteenth, Sixteenth, Nineteenth and Twenty-second in “Description of the Certificates—Available Funds—Priority of Distributions” in this prospectus.

The “Retained Certificate Principal Distribution Amount” with respect to any Distribution Date and the RR Interest will equal the product of (a) the Risk Retention Allocation Percentage and (b) the aggregate amount of principal distributed on the Regular Certificates (other than the RR Interest) according to clauses Second, Fifth, Eighth, Eleventh, Fourteenth, Seventeenth, Twentieth and Twenty-third in “Description of the Certificates—Distributions—Priority of Distributions” in this prospectus.

The “Risk Retention Allocation Percentage” will equal the Required Credit Risk Retention Percentage divided by the Non-Retained Percentage.

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Allocation of Retained Certificate Realized Losses

The certificate administrator will be required to allocate any Retained Certificate Realized Losses to the RR Interest in reduction of the Certificate Balance thereof.

The “Retained Certificate Realized Loss” with respect to any Distribution Date is the amount, if any, by which (i) the product of (A) the Required Credit Risk Retention Percentage and (B) the aggregate Stated Principal Balance (for purposes of this calculation only, not giving effect to any reductions of the Stated Principal Balance for payments of principal collected on the Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement Amounts to the extent such Workout-Delayed Reimburse Amounts are not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans and any REO Loans (excluding any portion allocable to the related Companion Loan, if applicable) as of the related Determination Date, is less than (ii) the Certificate Balance of the RR Interest after giving effect to distributions of principal on such Distribution Date.

Excess Interest

On each Distribution Date, the certificate administrator is required to distribute a portion of any Excess Interest received with respect to an ARD Loan on or prior to the related Determination Date to the holders of the RR Interest in an amount equal to the Required Credit Risk Retention Percentage of such Excess Interest distributable to all Certificates (including the RR Interest). Excess Interest will not be available to make distributions to any other class of certificates (other than the Class V certificates as described in “Description of the Certificates—Available Funds—Excess Interest”) or to provide credit support for other classes of certificates or offset any interest shortfalls or to pay any other amounts to any other party under the PSA.

Qualifying CRE Loans

The Retaining Parties have determined that for purposes of this transaction 0.0% of the Initial Pool Balance (the “Qualifying CRE Loan Percentage”) is comprised of mortgage loans that are “qualifying CRE loans” as such term is described in Rule 17 of the Credit Risk Retention Rules.

The total required credit risk retention percentage (the “Required Credit Risk Retention Percentage”) for this transaction is 5.0%. The Required Credit Risk Retention Percentage is equal to the product of (i) 1 minus the Qualifying CRE Loan Percentage (expressed as a decimal) and (ii) 5%; subject to a minimum Required Credit Risk Retention Percentage of no less than 2.50% if the issuing entity includes any non-qualifying CRE loans.

Description of the Certificates

General

The certificates will be issued pursuant to a pooling and servicing agreement, among the depositor, the master servicers, the special servicers, the trustee, the certificate administrator, the operating advisor and the asset representations reviewer (the “PSA”) and will represent in the aggregate the entire ownership interest in the issuing entity. The assets of the issuing entity will consist of: (1) the Mortgage Loans and all payments under and proceeds of the Mortgage Loans received after the Cut-off Date (exclusive of payments of principal and/or interest due on or before the Cut-off Date and interest relating to periods prior to, but due after, the Cut-off Date); (2) any REO Property but, with respect to any Whole Loan, only to the extent of the issuing entity’s interest in such Whole Loan; (3) those

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funds or assets as from time to time are deposited in the accounts discussed in “Pooling and Servicing Agreement—Accounts” (such accounts collectively, the “Securitization Accounts”) (but, with respect to any Whole Loan, only to the extent of the issuing entity’s interest in such Whole Loan), if established; (4) the rights of the mortgagee under all insurance policies with respect to its Mortgage Loans; and (5) certain rights of the depositor under each MLPA relating to Mortgage Loan document delivery requirements and the representations and warranties of each mortgage loan seller regarding the Mortgage Loans it sold to the depositor.

The Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7 will consist of the following classes: the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates (collectively, with the Class A-S certificates, the “Class A Certificates”), Class X-A, Class X-B, Class X-D, Class X-E, Class X-F and Class X-G certificates (collectively, the “Class X Certificates”), and the Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class V and Class R certificates and an interest in certificated form representing the RR Interest (the “RR Interest”).

The Class A Certificates (other than the Class A-S certificates) and the Class X Certificates are referred to collectively in this prospectus as the “Senior Certificates”. The Class A-S, Class B, Class C, Class D, Class E, Class F and Class G certificates are referred to collectively in this prospectus as the “Subordinate Certificates”. The Class R certificates are sometimes referred to in this prospectus as the “Residual Certificates”. The Senior Certificates and the Subordinate Certificates and the RR Interest are collectively referred to in this prospectus as the “Regular Certificates”. The Senior Certificates (other than the Class X-A, Class X-B, Class X-D, Class X-E, Class X-F and Class X-G certificates) and the Subordinate Certificates and the RR Interest are collectively referred to in this prospectus as the “Principal Balance Certificates”. The Class A Certificates and the Class X-A, Class X-B, Class B and Class C certificates are also referred to in this prospectus as the “Offered Certificates”. The Senior Certificates and the Subordinate Certificates are collectively referred to in this prospectus as the “Non-Retained Certificates”.

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Upon initial issuance, the Principal Balance Certificates will have the respective Certificate Balances, and the Class X Certificates will have the respective Notional Amounts, shown below (in each case, subject to a variance of plus or minus 5%):

Class or Interest	Approx. Initial Certificate Balance or Notional Amount
Offered Certificates
A-1	$	32,602,000
A-2	$	35,234,000
A-3	$	44,439,000
A-SB	$	50,058,000
A-4	$	310,000,000
A-5	$	334,853,000
X-A	$	807,186,000
X-B	$	233,508,000
A-S	$	144,141,000
B	$	50,449,000
C	$	38,918,000
Non-Offered Certificates
X-D	$	43,242,000
X-E	$	23,063,000
X-F	$	11,531,000
X-G	$	34,594,180
D	$	43,242,000
E	$	23,063,000
F	$	11,531,000
G	$	34,594,180
V		NAP
R		NAP
Non-Offered Eligible Vertical Interest RR Interest	$	60,690,746.32

The “Certificate Balance” of any class of Principal Balance Certificates outstanding at any time represents the maximum amount that its holders are entitled to receive as distributions allocable to principal from the cash flow on the Mortgage Loans and the other assets in the issuing entity, all as described in this prospectus. On each Distribution Date, the Certificate Balance of each class of Principal Balance Certificates will be reduced by any distributions of principal actually made on, and by any Realized Losses or Retained Certificate Realized Losses, as applicable, actually allocated to, that class of Principal Balance Certificates on that Distribution Date. In the event that Realized Losses or Retained Certificate Realized Losses previously allocated to a class of Principal Balance Certificates in reduction of its Certificate Balance are recovered subsequent to such Certificate Balance being reduced to zero, holders of such class of Principal Balance Certificates may receive distributions in respect of such recoveries in accordance with the distribution priorities described under “—Available Funds—Priority of Distributions” below and “Credit Risk Retention—RR Interest—Priority of Distributions”.

The Residual Certificates will not have a Certificate Balance or entitle their holders to distributions of principal or interest.

The Class X Certificates will not have Certificate Balances, nor will they entitle their holders to distributions of principal, but the Class X Certificates will represent the right to receive distributions of interest in an amount equal to the aggregate interest accrued on their respective notional amounts (each, a “Notional Amount”). The Notional Amount of the Class X-A certificates will equal the aggregate of the Certificate Balances of the Class A Certificates (other than the Class A-S certificates) outstanding from time to time. The initial Notional Amount of the Class X-A certificates will be approximately $807,186,000. The Notional Amount of the Class X-B certificates will equal the aggregate of the Certificate

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Balances of the Class A-S, Class B and Class C certificates outstanding from time to time. The initial Notional Amount of the Class X-B certificates will be approximately $233,508,000. The Notional Amount of the Class X-D certificates will equal the Certificate Balance of the Class D certificates outstanding from time to time. The initial Notional Amount of the Class X-D certificates will be approximately $43,242,000. The Notional Amount of the Class X-E certificates will equal the Certificate Balance of the Class E certificates outstanding from time to time. The initial Notional Amount of the Class X-E certificates will be approximately $23,063,000. The Notional Amount of the Class X-F certificates will equal the Certificate Balance of the Class F certificates outstanding from time to time. The initial Notional Amount of the Class X-F certificates will be approximately $11,531,000. The Notional Amount of the Class X-G certificates will equal the Certificate Balance of the Class G certificates outstanding from time to time. The initial Notional Amount of the Class X-G certificates will be approximately $34,594,180.

The Class V certificates will not have a Certificate Balance nor will they entitle their holders to distributions of principal, but the Class V certificates will represent the right to receive their allocable portion of Excess Interest received on any ARD Loan allocated as described under “—Available Funds—Excess Interest” below.

“Excess Interest” with respect to the ARD Loan is the interest accrued at the Revised Rate in respect of the ARD Loan in excess of the interest accrued at the Initial Rate, plus any related interest accrued on such amounts, to the extent permitted by applicable law and the related Mortgage Loan documents.

The Mortgage Loans (exclusive of Excess Interest) will be held by the lower-tier REMIC (the “Lower-Tier REMIC”). The certificates (other than the Class V certificates and the rights of the RR Interest to receive a portion of the Excess Interest) will be issued by the upper-tier REMIC (the “Upper-Tier REMIC”) (collectively with the Lower-Tier REMIC, the “Trust REMICs”). The Class V certificates will be issued by the grantor trust (the “Grantor Trust”).

Distributions

Method, Timing and Amount

Distributions on the certificates are required to be made by the certificate administrator, to the extent of available funds as described in this prospectus, on the 4th business day following each Determination Date (each, a “Distribution Date”). The “Determination Date” will be the 11th day of each calendar month (or, if the 11th calendar day of that month is not a business day, then the next business day) commencing in October 2017.

All distributions (other than the final distribution on any certificate) are required to be made to the Certificateholders in whose names the certificates are registered at the close of business on each Record Date. With respect to any Distribution Date, the “Record Date” will be the last business day of the month immediately preceding the month in which that Distribution Date occurs. These distributions are required to be made by wire transfer in immediately available funds to the account specified by the Certificateholder at a bank or other entity having appropriate facilities to accept such funds, if the Certificateholder has provided the certificate administrator with written wiring instructions no less than 5 business days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions) or otherwise by check mailed to the Certificateholder. The final distribution on any certificate is required to be made in like manner, but only upon presentation and surrender of the certificate at the location that will be specified in a notice of the pendency of the final distribution. All distributions made

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with respect to a class of certificates will be allocated pro rata among the outstanding certificates of that class based on their respective Percentage Interests.

The “Percentage Interest” evidenced by any certificate (other than a Class V or Class R certificate) will equal its initial denomination as of the Closing Date divided by the initial Certificate Balance or Notional Amount, as applicable, of the related class.

Each master servicer is authorized but not required to direct the investment of funds held in any Collection Account and any Companion Distribution Account maintained by it, in U.S. government securities and other obligations that satisfy criteria established by the Rating Agencies (“Permitted Investments”). Each master servicer will be entitled to retain any interest or other income earned on such funds and each master servicer will be required to bear any losses resulting from the investment of such funds, as provided in the PSA. The certificate administrator is authorized but not required to direct the investment of funds held in the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account in Permitted Investments. The certificate administrator will be entitled to retain any interest or other income earned on such funds and the certificate administrator will be required to bear any losses resulting from the investment of such funds, as provided in the PSA.

Available Funds

The aggregate amount available for distribution to holders of the certificates (including the RR Interest) on each Distribution Date (the “Aggregate Available Funds”) will, in general, equal the sum of the following amounts (without duplication):

(a)       the aggregate amount of all cash received on the Mortgage Loans (in the case of each Non-Serviced Mortgage Loan, only to the extent received by the issuing entity pursuant to the related Non-Serviced PSA) and any REO Property that is on deposit in the Collection Accounts (in each case, exclusive of any amount on deposit in or credited to any portion of a Collection Account that is held for the benefit of the holder of any related Companion Loan), as of the related P&I Advance Date, exclusive of (without duplication):

● all scheduled payments of principal and/or interest and any balloon payments paid by the borrowers of a Mortgage Loan (such amounts other than any Excess Interest, the “Periodic Payments”), that are due on a Due Date after the end of the related Collection Period, excluding interest relating to periods prior to, but due after, the Cut-off Date;

● all unscheduled payments of principal (including prepayments), unscheduled interest, liquidation proceeds, insurance proceeds and condemnation proceeds and other unscheduled recoveries received subsequent to the related Determination Date (or, with respect to voluntary prepayments of principal of each Mortgage Loan with a Due Date occurring after the related Determination Date, subsequent to the related Due Date) allocable to the Mortgage Loans;

● all amounts in the Collection Accounts that are due or reimbursable to any person other than the Certificateholders;

● with respect to each Actual/360 Loan and any Distribution Date occurring in each February and in any January occurring in a year that is not a leap year (in each case, unless such Distribution Date is the final Distribution Date), the related Withheld Amount to the extent those funds are on deposit in the Collection Accounts;

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● all Excess Interest allocable to the Mortgage Loans (which is separately distributed to the Class V certificates and the RR Interest);

● all Yield Maintenance Charges and Prepayment Premiums;

● all amounts deposited in a Collection Account in error; and

● any late payment charges or accrued interest on a Mortgage Loan actually collected thereon and allocable to the default interest rate for such Mortgage Loan, to the extent permitted by law, excluding any interest calculated at the Mortgage Rate for the related Mortgage Loan;

(b)       if and to the extent not already included in clause (a), the aggregate amount transferred from the REO Accounts allocable to the Mortgage Loans to the applicable Collection Account for such Distribution Date;

(c)       all Compensating Interest Payments made by either master servicer with respect to the Mortgage Loans with respect to such Distribution Date and P&I Advances made by either master servicer or the trustee, as applicable, with respect to the Distribution Date (net of certain amounts that are due or reimbursable to persons other than the Certificateholders); and

(d)       with respect to each Actual/360 Loan and any Distribution Date occurring in each March (or February, if such Distribution Date is the final Distribution Date), the related Withheld Amounts as required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to the PSA.

The amount available for distribution to holders of the Regular Certificates (other than the RR Interest) on each Distribution Date will, in general, equal the sum of (i) the Non-Retained Percentage of the Aggregate Available Funds for such Distribution Date and (ii) the Gain-on-Sale Remittance Amount for such Distribution Date (the “Available Funds”).

The “Aggregate Gain-on-Sale Entitlement Amount” for each Distribution Date will be equal to the aggregate amount of (i) the sum of (a)(x) the aggregate portion of the Interest Distribution Amount for each Class of Regular Certificates (other than the RR Interest) that would remain unpaid as of the close of business on such Distribution Date, divided by (y) the Non-Retained Percentage, and (b)(x) the amount by which the Principal Distribution Amount exceeds the aggregate amount that would actually be distributed on such Distribution Date in respect of such Principal Distribution Amount, divided by (y) the Non-Retained Percentage, and (ii) any Realized Losses and Retained Certificate Realized Losses outstanding immediately after such Distribution Date, in each case, to the extent such amounts would occur on such Distribution Date or would be outstanding immediately after such Distribution Date, as applicable, without the inclusion of the Gain-on-Sale Remittance Amount as part of the definition of Available Funds and the Retained Certificate Gain-on-Sale Remittance Amount as part of the definition of Retained Certificate Available Funds.

The “Collection Period” for each Distribution Date and any Mortgage Loan (including any Companion Loan) will be the period commencing on the day immediately succeeding the Due Date for such Mortgage Loan (including any Companion Loan) in the month preceding the month in which that Distribution Date occurs or the date that would have been the Due Date if such Mortgage Loan (including any Companion Loan) had a Due Date in such preceding month and ending on and including the Due Date for such Mortgage Loan (including any related Companion Loan) occurring in the month in which that Distribution Date occurs. Notwithstanding the foregoing, in the event that the last day of a Collection

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Period is not a business day, any Periodic Payments received with respect to Mortgage Loans (including any periodic payments for any Companion Loan) relating to such Collection Period on the business day immediately following such day will be deemed to have been received during such Collection Period and not during any other Collection Period.

“Due Date” means, with respect to each Mortgage Loan (including any Companion Loan), the date on which scheduled payments of principal, interest or both are required to be made by the related borrower.

The “Gain-on-Sale Remittance Amount” for each Distribution Date will be equal to the lesser of (i) the amount on deposit in the Gain-on-Sale Reserve Account on such Distribution Date, and (ii) the Non-Retained Percentage of the Aggregate Gain-on-Sale Entitlement Amount.

Priority of Distributions

On each Distribution Date, for so long as the Certificate Balances or Notional Amounts of the Regular Certificates (other than the RR Interest) have not been reduced to zero, the certificate administrator is required to apply amounts on deposit in the Distribution Account, to the extent of the Available Funds, in the following order of priority:

First, to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class X-B, Class X-D, Class X-E, Class X-F and Class X-G certificates, in respect of interest, up to an amount equal to, and pro rata in accordance with, the respective Interest Distribution Amounts for such classes;

Second, to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates, in reduction of the Certificate Balances of those classes, in the following priority:

(i)       prior to the Cross-Over Date:

   (a) to the Class A-SB certificates, in an amount equal to the Principal Distribution Amount for such Distribution Date, until the Certificate Balance of the Class A-SB certificates is reduced to the Class A-SB Planned Principal Balance for such Distribution Date;

   (b) to the Class A-1 certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after payments specified in clause (a) above have been made) for such Distribution Date, until the Certificate Balance of the Class A-1 certificates is reduced to zero;

   (c) to the Class A-2 certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after payments specified in clauses (a) and (b) above have been made) for such Distribution Date, until the Certificate Balance of the Class A-2 certificates is reduced to zero;

   (d) to the Class A-3 certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after payments specified in clauses (a), (b) and (c) above have been made) for such Distribution Date, until the Certificate Balance of the Class A-3 certificates is reduced to zero;

   (e) to the Class A-4 certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after payments specified in

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clauses (a), (b), (c) and (d) above have been made) for such Distribution Date, until the Certificate Balance of the Class A-4 certificates is reduced to zero;

   (f) to the Class A-5 certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after payments specified in clauses (a), (b), (c), (d) and (e) above have been made) for such Distribution Date, until the Certificate Balance of the Class A-5 certificates is reduced to zero; and

   (g) to the Class A-SB certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after payments specified in clauses (a), (b), (c), (d), (e) and (f) above have been made) for such Distribution Date, until the Certificate Balance of the Class A-SB certificates is reduced to zero;

(ii)       on or after the Cross-Over Date, to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates, pro rata (based upon their respective Certificate Balances), in an amount equal to the Principal Distribution Amount for such Distribution Date, until the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates are reduced to zero;

Third, to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates, up to an amount equal to, and pro rata in accordance with, the aggregate unreimbursed Realized Losses previously allocated to each such class, plus interest on that amount at the Pass-Through Rate for such class compounded monthly from the date the related Realized Loss was allocated to such class;

Fourth, to the Class A-S certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such class;

Fifth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates have been reduced to zero, to the Class A-S certificates, in reduction of their Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until their Certificate Balance is reduced to zero;

Sixth, to the Class A-S certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class, plus interest on that amount at the Pass-Through Rate for such class compounded monthly from the date the related Realized Loss was allocated to such class;

Seventh, to the Class B certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such class;

Eighth, after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Class B certificates, in reduction of their Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until their Certificate Balance is reduced to zero;

Ninth, to the Class B certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class, plus interest on that amount at the Pass-Through Rate for such class compounded monthly from the date the related Realized Loss was allocated to such class;

Tenth, to the Class C certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such class;

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Eleventh, after the Certificate Balances of the Class A Certificates and the Class B certificates have been reduced to zero, to the Class C certificates, in reduction of their Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until their Certificate Balance is reduced to zero;

Twelfth, to the Class C certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class, plus interest on that amount at the Pass-Through Rate for such class compounded monthly from the date the related Realized Loss was allocated to such class;

Thirteenth, to the Class D certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such class;

Fourteenth, after the Certificate Balances of the Class A Certificates and the Class B and Class C certificates have been reduced to zero, to the Class D certificates, in reduction of their Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until their Certificate Balance is reduced to zero;

Fifteenth, to the Class D certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class, plus interest on that amount at the Pass-Through Rate for such class compounded monthly from the date the related Realized Loss was allocated to such class;

Sixteenth, to the Class E certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such class;

Seventeenth, after the Certificate Balances of the Class A Certificates and the Class B, Class C and Class D certificates have been reduced to zero, to the Class E certificates, in reduction of their Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until their Certificate Balance is reduced to zero;

Eighteenth, to the Class E certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class, plus interest on that amount at the Pass-Through Rate for such class compounded monthly from the date the related Realized Loss was allocated to such class;

Nineteenth, to the Class F certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such class;

Twentieth, after the Certificate Balances of the Class A Certificates and the Class B, Class C, Class D and Class E certificates have been reduced to zero, to the Class F certificates, in reduction of their Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until their Certificate Balance is reduced to zero;

Twenty-first, to the Class F certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class, plus interest on that amount at the Pass-Through Rate for such class compounded monthly from the date the related Realized Loss was allocated to such class;

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Twenty-second, to the Class G certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such class;

Twenty-third, after the Certificate Balances of the Class A Certificates and the Class B, Class C, Class D, Class E and Class F certificates have been reduced to zero, to the Class G certificates, in reduction of their Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until their Certificate Balance is reduced to zero;

Twenty-fourth, to the Class G certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class, plus interest on that amount at the Pass-Through Rate for such class compounded monthly from the date the related Realized Loss was allocated to such class; and

Twenty-fifth, to the Class R certificates, any remaining amounts.

The “Cross-Over Date” means the Distribution Date on which the Certificate Balances of the Subordinate Certificates have all previously been reduced to zero as a result of the allocation of Realized Losses to those certificates.

Reimbursement of previously allocated Realized Losses or Retained Certificate Realized Losses will not constitute distributions of principal for any purpose and will not result in an additional reduction in the Certificate Balance of the class of certificates in respect of which a reimbursement is made.

If and to the extent that any Nonrecoverable Advances (plus interest on such Nonrecoverable Advances) that were reimbursed from principal collections on the Mortgage Loans (including REO Loans) and previously resulted in a reduction of the Aggregate Principal Distribution Amount are subsequently recovered on the related Mortgage Loan or REO Property, then (on the Distribution Date related to the Collection Period during which the recovery occurred): (i) the Retained Percentage of the amount of such recovery will be added to the Certificate Balance of the RR Interest, up to the lesser of (A) the Retained Percentage of the amount of such recovery and (B) the amount of unreimbursed Retained Certificate Realized Loss previously allocated to the RR Interest; (ii) the Non-Retained Percentage of the amount of such recovery will be added to the Certificate Balance(s) of the class or classes of Principal Balance Certificates that previously were allocated Realized Losses, in the order of distributions set forth in “—Priority of Distributions” above, in each case up to the lesser of (A) the unallocated portion of the Non-Retained Percentage of the amount of such recovery and (B) the amount of the unreimbursed Realized Losses previously allocated to the subject class of certificates; and (iii) the Interest Shortfall with respect to each affected class of Non-Retained Certificates for the next Distribution Date will be increased by the amount of interest that would have accrued through the then current Distribution Date if the restored write-down for the reimbursed class of Principal Balance Certificates had never been written down (and correspondingly the Retained Certificate Interest Distribution Account will increase as a result of such increase). If the Certificate Balance of any class of Principal Balance Certificates or the RR Interest is so increased, the amount of unreimbursed Realized Losses or Retained Certificate Realized Loss, as applicable, of such class of certificates will be decreased by such amount.

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Pass-Through Rates

The interest rate (the “Pass-Through Rate”) applicable to each class of Regular Certificates (other than the RR Interest) for any Distribution Date will equal the rates set forth below:

The Pass-Through Rate on the Class A-1 certificates will be a per annum rate equal to 1.9840%.

The Pass-Through Rate on the Class A-2 certificates will be a per annum rate equal to 3.0610%.

The Pass-Through Rate on the Class A-3 certificates will be a per annum rate equal to 3.0920%.

The Pass-Through Rate on the Class A-SB certificates will be a per annum rate equal to 3.2650%.

The Pass-Through Rate on the Class A-4 certificates will be a per annum rate equal to 3.1750%.

The Pass-Through Rate on the Class A-5 certificates will be a per annum rate equal to 3.4350%.

The Pass-Through Rate on the Class A-S certificates will be a per annum rate equal to 3.7480%, subject to a maximum rate equal to the WAC Rate.

The Pass-Through Rate on the Class B certificates will be a per annum rate equal to 3.9490%, subject to a maximum rate equal to the WAC Rate.

The Pass-Through Rate on the Class C certificates will be a per annum rate equal to the WAC Rate that corresponds to the related Interest Accrual Period.

The Pass-Through Rate on the Class D certificates will be a per annum rate equal to 2.7080%.

The Pass-Through Rate on the Class E certificates will be a per annum rate equal to 3.2390%.

The Pass-Through Rate on the Class F certificates will be a per annum rate equal to 3.2390%.

The Pass-Through Rate on the Class G certificates will be a per annum rate equal to 3.2390%.

The Pass-Through Rate for the Class X-A certificates for any Distribution Date will be a per annum rate equal the excess, if any of (a) the WAC Rate for the related Distribution Date, over (b) the weighted average of the Pass-Through Rates on the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates for the related Distribution Date, weighted on the basis of their respective Certificate Balances immediately prior to that Distribution Date.

The Pass-Through Rate for the Class X-B certificates for any Distribution Date will be a per annum rate equal to the excess, if any, of (a) the WAC Rate for the related Distribution Date, over (b) the weighted average of the Pass-Through Rates on the Class A-S, Class B

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and Class C certificates for the related Distribution Date, weighted on the basis of their respective Certificate Balances immediately prior to that Distribution Date.

The Pass-Through Rate for the Class X-D certificates for any Distribution Date will be a per annum rate equal to the excess, if any, of (a) the WAC Rate for the related Distribution Date, over (b) the Pass-Through Rate on the Class D certificates for the related Distribution Date.

The Pass-Through Rate for the Class X-E certificates for any Distribution Date will be a per annum rate equal to the excess, if any, of (a) the WAC Rate for the related Distribution Date, over (b) the Pass-Through Rate on the Class E certificates for the related Distribution Date.

The Pass-Through Rate for the Class X-F certificates for any Distribution Date will be a per annum rate equal to the excess, if any, of (a) the WAC Rate for the related Distribution Date, over (b) the Pass-Through Rate on the Class F certificates for the related Distribution Date.

The Pass-Through Rate for the Class X-G certificates for any Distribution Date will be a per annum rate equal to the excess, if any, of (a) the WAC Rate for the related Distribution Date, over (b) the Pass-Through Rate on the Class G certificates for the related Distribution Date.

The Class V certificates will not have a Pass-Through Rate or be entitled to distributions in respect of interest other than the Non-Retained Percentage of Excess Interest, if any, with respect to any ARD Loan.

The “WAC Rate” with respect to any Distribution Date is equal to the weighted average of the applicable Net Mortgage Rates of the Mortgage Loans (including any Non-Serviced Mortgage Loan) as of the first day of the related Collection Period, weighted on the basis of their respective Stated Principal Balances as of the first day of such Collection Period (after giving effect to any payments received during any applicable grace period).

The “Net Mortgage Rate” for each Mortgage Loan (including any Non-Serviced Mortgage Loan) and any REO Loan (other than the portion of the REO Loan related to any Companion Loan) is equal to the related Mortgage Rate then in effect (without regard to any increase in the interest rate of any ARD Loan after the related Anticipated Repayment Date), minus the related Administrative Cost Rate; provided, however, that for purposes of calculating Pass-Through Rates, the Net Mortgage Rate for any Mortgage Loan will be determined without regard to any modification, waiver or amendment of the terms of the related Mortgage Loan, whether agreed to by the applicable master servicer, the applicable special servicer, a Non-Serviced Master Servicer or a Non-Serviced Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related borrower. Notwithstanding the foregoing, for Mortgage Loans that do not accrue interest on a 30/360 Basis, then, solely for purposes of calculating the Pass-Through Rates and the WAC Rate, the Net Mortgage Rate of any Mortgage Loan for any one-month period preceding a related Due Date will be the annualized rate at which interest would have to accrue in respect of the Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest actually required to be paid in respect of the Mortgage Loan during the one-month period at the related Net Mortgage Rate; provided, however, that with respect to each Actual/360 Loan, the Net Mortgage Rate for the one-month period (1) prior to the Due Dates in January and February in any year which is not a leap year or in February in any year which is a leap year (in either case, unless the related Distribution Date is the final Distribution Date) will be determined exclusive of

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Withheld Amounts, and (2) prior to the Due Date in March (or February, if the related Distribution Date is the final Distribution Date), will be determined inclusive of Withheld Amounts for the immediately preceding February and January, as applicable. With respect to any REO Loan, the Net Mortgage Rate will be calculated as described above, as if the predecessor Mortgage Loan had remained outstanding.

“Administrative Cost Rate” as of any date of determination will be a per annum rate equal to the sum of the Servicing Fee Rate, the Certificate Administrator/Trustee Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC^® Intellectual Property Royalty License Fee Rate.

“Mortgage Rate” with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) or any related Companion Loan is the per annum rate at which interest accrues on the Mortgage Loan or the related Companion Loan as stated in the related Mortgage Note or the promissory note evidencing such Companion Loan without giving effect to any default rate or Revised Rate.

Interest Distribution Amount

The “Interest Distribution Amount” with respect to any Distribution Date and each class of Regular Certificates (other than the RR Interest) will equal (A) the sum of (i) the Interest Accrual Amount with respect to such class for such Distribution Date and (ii) the Interest Shortfall, if any, with respect to such class for such Distribution Date, less (B) any Excess Prepayment Interest Shortfall allocated to such class on such Distribution Date.

The “Interest Accrual Amount” with respect to any Distribution Date and any class of Regular Certificates (other than the RR Interest) will be equal to the interest for the related Interest Accrual Period accrued at the Pass-Through Rate for such class on the Certificate Balance or Notional Amount, as applicable, for such class immediately prior to that Distribution Date. Calculations of interest for each Interest Accrual Period will be made on 30/360 Basis.

An “Interest Shortfall” with respect to any Distribution Date for any class of Regular Certificates (other than the RR Interest) will be equal to the sum of (a) the portion of the Interest Distribution Amount for such class remaining unpaid as of the close of business on the preceding Distribution Date, and (b) to the extent permitted by applicable law, (i) other than in the case of certificates with a Notional Amount, one month’s interest on that amount remaining unpaid at the Pass-Through Rate applicable to such class for the current Distribution Date and (ii) in the case of the certificates with a Notional Amount, one-month’s interest on that amount remaining unpaid at the WAC Rate for such Distribution Date.

The “Interest Accrual Period” for each Distribution Date will be the calendar month prior to the month in which that Distribution Date occurs.

Principal Distribution Amount

The “Aggregate Principal Distribution Amount” for any Distribution Date will be equal to the sum of the following amounts:

(a)    the Scheduled Principal Distribution Amount for that Distribution Date, and

(b)    the Unscheduled Principal Distribution Amount for that Distribution Date;

provided that the Aggregate Principal Distribution Amount for any Distribution Date will be reduced, to not less than zero, by the amount of any reimbursements of:

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(A)       Nonrecoverable Advances (including any servicing advance with respect to any Non-Serviced Mortgage Loan under the related Non-Serviced PSA reimbursed out of general collections on the Mortgage Loans), with interest on such Nonrecoverable Advances at the Reimbursement Rate, that are paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Aggregate Principal Distribution Amount for such Distribution Date, and

(B)       Workout-Delayed Reimbursement Amounts paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Aggregate Principal Distribution Amount for such Distribution Date,

provided, further, that in the case of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans (including REO Loans) are subsequently recovered on the related Mortgage Loan (or REO Loan), such recovery will increase the Aggregate Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs.

The “Principal Distribution Amount” with respect to any Distribution Date and the Principal Balance Certificates (other than the RR Interest) will equal the sum of (a) the Principal Shortfall for such Distribution Date and (b) the Non-Retained Percentage of the Aggregate Principal Distribution Amount for such Distribution Date.

The “Scheduled Principal Distribution Amount” for each Distribution Date will equal the aggregate of the principal portions of (a) all Periodic Payments (excluding balloon payments) with respect to the Mortgage Loans due during or, if and to the extent not previously received or advanced and distributed to Certificateholders on a preceding Distribution Date, prior to the related Collection Period and all Assumed Scheduled Payments with respect to the Mortgage Loans for the related Collection Period, in each case to the extent paid by the related borrower as of the related Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring, or a grace period ending, after the related Determination Date, the related Due Date or, last day of such grace period, as applicable, to the extent received by the applicable master servicer as of the business day preceding the P&I Advance Date) or advanced by the applicable master servicer or the trustee, as applicable, and (b) all balloon payments with respect to the Mortgage Loans to the extent received on or prior to the related Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring, or a grace period ending, after the related Determination Date, the related Due Date or, last day of such grace period, as applicable, to the extent received by the applicable master servicer as of the business day preceding the related P&I Advance Date), and to the extent not included in clause (a) above. The Scheduled Principal Distribution Amount from time to time will include all late payments of principal made by a borrower with respect to the Mortgage Loans, including late payments in respect of a delinquent balloon payment, received by the times described above in this definition, except to the extent those late payments are otherwise available to reimburse the applicable master servicer or the trustee, as the case may be, for prior Advances, as described above.

The “Unscheduled Principal Distribution Amount” for each Distribution Date will equal the aggregate of the following: (a) all prepayments of principal received on the Mortgage Loans as of the Determination Date; and (b) any other collections (exclusive of payments by borrowers) received on the Mortgage Loans and any REO Properties on or prior to the related Determination Date whether in the form of Liquidation Proceeds, Insurance and Condemnation Proceeds, net income, rents, and profits from REO Property or otherwise,

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that were identified and applied by either master servicer as recoveries of previously unadvanced principal of the related Mortgage Loan; provided that all such Liquidation Proceeds and Insurance and Condemnation Proceeds will be reduced by any unpaid Special Servicing Fees, Liquidation Fees, any amount related to the Loss of Value Payments to the extent that such amount was transferred into a Collection Account as of the related Determination Date, accrued interest on Advances and other additional trust fund expenses incurred in connection with the related Mortgage Loan, thus reducing the Unscheduled Principal Distribution Amount.

The “Assumed Scheduled Payment” for any Collection Period and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) that is delinquent in respect of its balloon payment or any REO Loan (excluding, for purposes of any P&I Advances, the portion allocable to any related Companion Loan), is an amount equal to the sum of (a) the principal portion of the Periodic Payment that would have been due on such Mortgage Loan or REO Loan on the related Due Date based on the constant payment required by such related Mortgage Note or the original amortization schedule of the Mortgage Loan, as the case may be (as calculated with interest at the related Mortgage Rate), if applicable, assuming the related balloon payment has not become due, after giving effect to any reduction in the principal balance occurring in connection with a modification of such Mortgage Loan in connection with a default or a bankruptcy (or similar proceeding), and (b) interest on the Stated Principal Balance of that Mortgage Loan or REO Loan (excluding, for purposes of any P&I Advances, the portion allocable to any related Companion Loan) at its Mortgage Rate (net of interest at the applicable rate at which the Servicing Fee is calculated).

The “Principal Shortfall” for any Distribution Date means the amount, if any, by which (1) the Principal Distribution Amount for the prior Distribution Date exceeds (2) the aggregate amount actually distributed on the preceding Distribution Date in respect of such Principal Distribution Amount.

The “Class A-SB Planned Principal Balance” for any Distribution Date is the balance shown for such Distribution Date in the table set forth in Annex E. Such balances were calculated using, among other things, certain weighted average life assumptions. See “Yield and Maturity Considerations—Weighted Average Life”. Based on such assumptions, the Certificate Balance of the Class A-SB certificates on each Distribution Date would be expected to be reduced to the balance indicated for such Distribution Date in the table set forth in Annex E. We cannot assure you, however, that the mortgage loans will perform in conformity with our assumptions. Therefore, we cannot assure you that the balance of the Class A-SB certificates on any Distribution Date will be equal to the balance that is specified for such Distribution Date in the table.

Certain Calculations with Respect to Individual Mortgage Loans

The “Stated Principal Balance” of each Mortgage Loan will be an amount equal to its unpaid principal balance as of the Cut-off Date or, in the case of a replacement Mortgage Loan, as of the date it is added to the trust, after application of all payments of principal due during or prior to the month of substitution, whether or not those payments have been received, minus the sum of:

(i)       the principal portion of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a replacement Mortgage Loan, due after the Due Date in the related month of substitution), to the extent received from the borrower or advanced by the applicable master servicer;

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(ii)       all principal prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a replacement Mortgage Loan, after the Due Date in the related month of substitution);

(iii)       the principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage Loan) and Liquidation Proceeds received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a replacement Mortgage Loan, after the Due Date in the related month of substitution); and

(iv)       any reduction in the outstanding principal balance of such Mortgage Loan resulting from a valuation by a court in a bankruptcy proceeding that is less than the then-outstanding principal amount of such Mortgage Loan or a modification of such Mortgage Loan pursuant to the terms and provisions of the PSA that occurred prior to the end of the Collection Period for the most recent Distribution Date.

The Stated Principal Balance of any REO Loan that is a successor to a Mortgage Loan, as of any date of determination, will be an amount equal to (x) the Stated Principal Balance of the predecessor Mortgage Loan as of the date of the related REO Property was acquired for U.S. federal tax purposes, minus (y) the sum of:

(i)       the principal portion of any P&I Advance made with respect to such REO Loan; and

(ii)       the principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on the related Mortgage Loan), Liquidation Proceeds and all income rents and profits received with respect to such REO Loan.

See “Certain Legal Aspects of Mortgage Loans” below.

With respect to any Companion Loan on any date of determination, the Stated Principal Balance will equal the unpaid principal balance of such Companion Loan as of such date. On any date of determination, the Stated Principal Balance of any Whole Loan will equal the sum of the Stated Principal Balances of the related Mortgage Loan and the related Companion Loan(s), as applicable, on such date.

With respect to any REO Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance will equal (x) the Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO acquisition, minus (y) the principal portion of any amounts allocable to the related Companion Loan in accordance with the related Intercreditor Agreement.

If any Mortgage Loan or REO Loan is paid in full or the Mortgage Loan or REO Loan (or any REO Property) is otherwise liquidated, then, as of the first Distribution Date that follows the end of the Collection Period in which that payment in full or liquidation occurred and notwithstanding that a loss may have occurred in connection with any liquidation, the Stated Principal Balance of the Mortgage Loan or REO Loan will be zero.

For purposes of calculating allocations of, or recoveries in respect of, Realized Losses and Retained Certificate Realized Losses, as well as for purposes of calculating the Servicing Fee, Certificate Administrator/Trustee Fee, Operating Advisor Fee and Asset Representations Reviewer Fee payable each month, each REO Property (including any REO Property with respect to a Non-Serviced Mortgage Loan held pursuant to the related Non-Serviced PSA) will be treated as if there exists with respect to such REO Property an outstanding Mortgage Loan and, if applicable, each related Companion Loan (an “REO Loan”), and all references to

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Mortgage Loan or Companion Loan and pool of Mortgage Loans in this prospectus, when used in that context, will be deemed to also be references to or to also include, as the case may be, any REO Loans. Each REO Loan will generally be deemed to have the same characteristics as its actual predecessor Mortgage Loan (or Companion Loan), including the same fixed Mortgage Rate (and, accordingly, the same Net Mortgage Rate) and the same unpaid principal balance and Stated Principal Balance. Amounts due on the predecessor Mortgage Loan (or Companion Loan) including any portion of it payable or reimbursable to either master servicer, either special servicer, the operating advisor, the asset representations reviewer, the certificate administrator or the trustee, as applicable, will continue to be “due” in respect of the REO Loan; and amounts received in respect of the related REO Property, net of payments to be made, or reimbursement to either master servicer or either special servicer for payments previously advanced, in connection with the operation and management of that property, generally will be applied by such master servicer as if received on the predecessor Mortgage Loan or related Companion Loan.

With respect to any Serviced Whole Loan, no amounts relating to the related REO Property or REO Loan allocable to any related Companion Loan will be available for amounts due to the Certificateholders or to reimburse the issuing entity, other than in the limited circumstances related to Servicing Advances, indemnification, Special Servicing Fees and other reimbursable expenses related to such Serviced Whole Loan incurred with respect to such Serviced Whole Loan in accordance with the PSA.

Excess Interest

On each Distribution Date, the certificate administrator is required to distribute (i) to the holders of the Class V Certificates, the Non-Retained Percentage of any Excess Interest received by the issuing entity with respect to an ARD Loan on or prior to the related Determination Date, and (ii) to the holders of the RR Interest, the remainder of such Excess Interest. Excess Interest will not be available to make distributions to any other class of certificates or to provide credit support for other classes of certificates or offset any interest shortfalls or to pay any other amounts to any other party under the PSA. The Class V certificates and the RR Interest will be entitled to such distributions of Excess Interest notwithstanding any reduction of their related Certificate Balance to zero.

Application Priority of Mortgage Loan Collections or Whole Loan Collections

Absent express provisions in the related Mortgage Loan documents (and, with respect to any Serviced Whole Loan, the related Intercreditor Agreement) or to the extent otherwise agreed to by the related borrower in connection with a workout of a Mortgage Loan, all amounts collected by or on behalf of the issuing entity in respect of any Mortgage Loan in the form of payments from the related borrower, Liquidation Proceeds, condemnation proceeds or insurance proceeds (excluding, if applicable, in the case of any Serviced Whole Loan, any amounts payable to the holder of the related Companion Loan(s) pursuant to the related Intercreditor Agreement) will be applied pursuant to the PSA in the following order of priority:

First, as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage Loan and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses;

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Second, as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition of Aggregate Principal Distribution Amount);

Third, to the extent not previously so allocated pursuant to clause First or Second above, as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive of default interest and Excess Interest) on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause Fifth below on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this clause Third that either (A) was not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or (B) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made;

Fourth, to the extent not previously so allocated pursuant to clause First or Second above, as a recovery of principal of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);

Fifth, as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts, plus (B) any unpaid interest (exclusive of default interest and Excess Interest) that accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made (to the extent collections have not been allocated as recovery of such accrued and unpaid interest pursuant to this clause Fifth on earlier dates);

Sixth, as a recovery of amounts to be currently allocated to the payment of, or, to the extent required under the loan documents, escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items relating to such Mortgage Loan;

Seventh, as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;

Eighth, as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;

Ninth, as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;

Tenth, as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;

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Eleventh, as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees);

Twelfth, as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; and

Thirteenth, in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;

provided that, to the extent required under the REMIC provisions of the Code, payments or proceeds received (or receivable by exercise of the lender’s rights under the related Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection with a condemnation) at a time when the loan-to-value ratio of the related Mortgage Loan or Serviced Whole Loan exceeds 125%, or would exceed 125% following any partial release (based solely on the value of real property and excluding personal property and going concern value, if any, unless otherwise permitted under the applicable REMIC rules as evidenced by an opinion of counsel provided to the trustee) may be required to be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan) in the manner required by such REMIC provisions.

Collections by or on behalf of the issuing entity in respect of any REO Property (exclusive of the amounts to be allocated to the payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of any Serviced Whole Loan, exclusive of any amounts payable to the holder of the related Companion Loan(s), as applicable, pursuant to the related Intercreditor Agreement) will be applied pursuant to the PSA in the following order of priority:

First, as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses with respect to the related Mortgage Loan;

Second, as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition of Aggregate Principal Distribution Amount);

Third, to the extent not previously so allocated pursuant to clause First or Second above, as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive of default interest and Excess Interest) on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause Fifth below or clause Fifth of the prior paragraph on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this clause Third that either (A) was not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or (B) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made;

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Fourth, to the extent not previously so allocated pursuant to clause First or Second above, as a recovery of principal of such Mortgage Loan to the extent of its entire unpaid principal balance;

Fifth, as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts, plus (B) any unpaid interest (exclusive of default interest and Excess Interest) that accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause Fifth or clause Fifth of the prior paragraph on earlier dates);

Sixth, as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;

Seventh, as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;

Eighth, as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;

Ninth, as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees); and

Tenth, in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest.

Allocation of Yield Maintenance Charges and Prepayment Premiums

If any Yield Maintenance Charge or Prepayment Premium is collected during any particular Collection Period with respect to any Mortgage Loan, then on the Distribution Date corresponding to that Collection Period, the certificate administrator will pay that Yield Maintenance Charge or Prepayment Premium (net of liquidation fees or workout fees payable therefrom) in the following manner: (x)(1) to each of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D certificates, the product of (a) the Non-Retained Percentage of such Yield Maintenance Charge or Prepayment Premium, (b) the related Base Interest Fraction for such class, and (c) a fraction, the numerator of which is equal to the amount of principal distributed to such class for that Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal Balance Certificates (other than the RR Interest) for that Distribution Date, (2) to the Class X-A certificates, the excess, if any, of (a) the product of (i) the Non-Retained Percentage of such Yield Maintenance Charge or Prepayment Premium and (ii) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal Balance Certificates (other than the RR Interest) for that Distribution Date, over (b) the amount of such Yield Maintenance Charge or Prepayment Premium distributed to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates as described above, and (3) to the Class X-B certificates, any remaining portion of the Non-Retained Percentage of such Yield Maintenance Charge or Prepayment Premium not

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distributed as described above, and (y) to the RR Interest, the Required Credit Risk Retention Percentage of such Yield Maintenance Charge or Prepayment Premium.

“Base Interest Fraction” means, with respect to any principal prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium, and with respect to any class of Principal Balance Certificates (other than the RR Interest), a fraction (A) the numerator of which is the greater of (x) zero and (y) the difference between (i) the pass-through rate on that class, and (ii) the applicable Discount Rate and (B) the denominator of which is the difference between (i) the mortgage interest rate on the related Mortgage Loan and (ii) the applicable Discount Rate; provided, however, that:

● under no circumstances will the Base Interest Fraction be greater than one;

● if the Discount Rate referred to above is greater than or equal to the mortgage interest rate on the related Mortgage Loan and is greater than or equal to the pass-through rate on that class, then the Base Interest Fraction will equal zero; and

● if the Discount Rate referred to above is greater than or equal to the mortgage interest rate on the related Mortgage Loan and is less than the pass-through rate on that class, then the Base Interest Fraction will be equal to 1.0.

“Discount Rate” means, with respect to any principal prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium—

● if a discount rate was used in the calculation of the applicable Yield Maintenance Charge or Prepayment Premium pursuant to the terms of the Mortgage Loan or REO Loan, that discount rate, converted (if necessary) to a monthly equivalent yield, or

● if a discount rate was not used in the calculation of the applicable Yield Maintenance Charge or Prepayment Premium pursuant to the terms of the Mortgage Loan or REO Loan, the yield calculated by the linear interpolation of the yields, as reported in Federal Reserve Statistical Release H.15 (519)—Selected Interest Rates under the heading “U.S. government securities/treasury constant maturities” for the week ending prior to the date of the relevant prepayment (or deemed prepayment), of U.S. Treasury constant maturities with a maturity date, one longer and one shorter, most nearly approximating the maturity date or Anticipated Repayment Date, as applicable, of that Mortgage Loan or REO Loan, such interpolated treasury yield converted to a monthly equivalent yield.

For purposes of the immediately preceding bullet, the certificate administrator or the applicable master servicer will select a comparable publication as the source of the applicable yields of U.S. Treasury constant maturities if Federal Reserve Statistical Release H.15 is no longer published.

“Prepayment Premium” means, with respect to any Mortgage Loan, any premium, fee or other additional amount (other than a Yield Maintenance Charge) paid or payable, as the context requires, by a borrower in connection with a principal prepayment on, or other early collection of principal of, that Mortgage Loan or any successor REO Loan with respect thereto (including any payoff of a Mortgage Loan by a mezzanine lender on behalf of the subject borrower if and as set forth in the related intercreditor agreement).

“Yield Maintenance Charge” means, with respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable, as the context requires, by a borrower in connection with a principal prepayment on, or other early collection of principal of, a

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Mortgage Loan, calculated, in whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that reflects the lost interest, including any specified amount or specified percentage of the amount prepaid which constitutes the minimum amount that such Yield Maintenance Charge may be.

No Prepayment Premiums or Yield Maintenance Charges will be distributed to the holders of the Class X-D, Class X-E, Class X-F, Class X-G, Class E, Class F, Class G, Class V or Class R certificates.

For a description of Yield Maintenance Charges, see “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans” and “Certain Legal Aspects of Mortgage Loans—Default Interest and Limitations on Prepayments”.

Assumed Final Distribution Date; Rated Final Distribution Date

The “Assumed Final Distribution Date” with respect to any class of certificates is the Distribution Date on which the aggregate Certificate Balance of that class of certificates would be reduced to zero based on the assumptions set forth below. The Assumed Final Distribution Date with respect to each class of Offered Certificates will in each case be as follows:

Class	Assumed Final Distribution Date
Class A-1	June 2022
Class A-2	June 2022
Class A-3	July 2025
Class A-SB	April 2027
Class A-4	August 2027
Class A-5	September 2027
Class X-A	NAP
Class X-B	NAP
Class A-S	September 2027
Class B	September 2027
Class C	September 2027

The Assumed Final Distribution Dates set forth above were calculated without regard to any delays in the collection of balloon payments and without regard to delinquencies, defaults or liquidations. Accordingly, in the event of defaults on the Mortgage Loans, the actual final Distribution Date for one or more classes of the Offered Certificates may be later, and could be substantially later, than the related Assumed Final Distribution Date(s).

In addition, the Assumed Final Distribution Dates set forth above were calculated on the basis of a 0% CPR prepayment rate and the Structuring Assumptions. Since the rate of payment (including prepayments) of the Mortgage Loans may exceed the scheduled rate of payments, and could exceed the scheduled rate by a substantial amount, the actual final Distribution Date for one or more classes of the Offered Certificates may be earlier, and could be substantially earlier, than the related Assumed Final Distribution Date(s). The rate of payments (including prepayments) on the Mortgage Loans will depend on the characteristics of the Mortgage Loans, as well as on the prevailing level of interest rates and other economic factors, and we cannot assure you as to actual payment experience.

The “Rated Final Distribution Date” for each class of Offered Certificates will be the Distribution Date in September 2060. See “Ratings”.

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Prepayment Interest Shortfalls

If a borrower prepays a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan in whole or in part, after the due date but on or before the Determination Date in any calendar month, the amount of interest (net of related Servicing Fees and any Excess Interest) accrued on such prepayment from such due date to, but not including, the date of prepayment (or any later date through which interest accrues) will, to the extent actually collected (without regard to any Prepayment Premium or Yield Maintenance Charge actually collected) constitute a “Prepayment Interest Excess”. Conversely, if a borrower prepays a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan in whole or in part after the Determination Date (or, with respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Pari Passu Companion Loan, as applicable, with a due date occurring after the related Determination Date, the related Due Date) in any calendar month and does not pay interest on such prepayment through the following Due Date, then the shortfall in a full month’s interest (net of related Servicing Fees and any Excess Interest) on such prepayment will constitute a “Prepayment Interest Shortfall”. Prepayment Interest Excesses (to the extent not offset by Prepayment Interest Shortfalls or required to be paid as Compensating Interest Payments) collected on the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, will be retained by the applicable master servicer as additional servicing compensation.

Each master servicer will be required to deliver to the certificate administrator for deposit in the Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Pari Passu Companion Loan) on each P&I Advance Date, without any right of reimbursement thereafter, a cash payment (a “Compensating Interest Payment”) in an aggregate amount, equal to the lesser of:

(i)       the aggregate amount of Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) for which it is acting as master servicer and any related Serviced Pari Passu Companion Loan (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which the applicable special servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date, and

(ii)       the aggregate of (A) that portion of such master servicer’s Servicing Fees for the related Distribution Date that is, in the case of each Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Pari Passu Companion Loan and REO Loan for which such Servicing Fees are being paid to such master servicer with respect to the related Collection Period, calculated at a rate of 0.002500% per annum, (B) all Prepayment Interest Excesses received by such master servicer during such Collection Period with respect to the Mortgage Loans (other than the Non-Serviced Mortgage Loans and, so long as a Whole Loan is serviced under the PSA, any related Serviced Pari Passu Companion Loan) subject to such prepayment and (C) to the extent earned on voluntary principal prepayments, net investment earnings payable to such master servicer for such Collection Period received by such master servicer during such Collection Period with respect to the applicable Mortgage Loans (other than the Non-Serviced Mortgage Loans) or any related Serviced Pari Passu Companion Loan, as applicable, subject to such prepayment. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative.

If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the applicable master servicer allowing the related borrower to deviate (a “Prohibited

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Prepayment”) from the terms of the related Mortgage Loan documents regarding principal prepayments (other than (v) any Non-Serviced Mortgage Loan, (w) subsequent to a default under the related Mortgage Loan documents or if the Mortgage Loan is a Specially Serviced Loan, (x) pursuant to applicable law or a court order or otherwise in such circumstances where the applicable master servicer is required to accept such principal prepayment in accordance with the Servicing Standard, (y)(i) at the request or with the consent of the applicable special servicer or, (ii) so long as no Control Termination Event has occurred or is continuing, and with respect to the Mortgage Loans other than an Excluded Loan as to the Directing Certificateholder, at the request or with the consent of the Directing Certificateholder or (z) in connection with the payment of any insurance proceeds or condemnation awards), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the applicable master servicer will pay, without regard to clause (ii) above, the aggregate amount of Prepayment Interest Shortfalls with respect to such Mortgage Loan otherwise described in clause (i) above in connection with such Prohibited Prepayments. No master servicer will be required to make any compensating interest payment as a result of any prepayments on Mortgage Loans for which it does not act as master servicer.

Compensating Interest Payments with respect to any Serviced Whole Loan will be allocated among the related Mortgage Loan and, any related Serviced Pari Passu Companion Loans in accordance with their respective principal amounts, and the applicable master servicer will be required to pay the portion of such Compensating Interest Payments allocable to the related Serviced Pari Passu Companion Loan to the related Other Master Servicer.

The aggregate of any Prepayment Interest Shortfalls resulting from any principal prepayments made on the Mortgage Loans to be included in the Aggregate Available Funds for any Distribution Date that are not covered by the master servicers’ Compensating Interest Payments for the related Distribution Date and the portion of the compensating interest payments allocable to each Non-Serviced Mortgage Loan to the extent received from the related Non-Serviced Master Servicer is referred to in this prospectus as the “Aggregate Excess Prepayment Interest Shortfall”. The “Excess Prepayment Interest Shortfall” for any Distribution Date will be the Non-Retained Percentage of the Aggregate Excess Prepayment Interest Shortfall and will be allocated on that Distribution Date among each class of Regular Certificates (other than the RR Interest), pro rata, in accordance with their respective Interest Accrual Amounts for that Distribution Date.

Subordination; Allocation of Realized Losses

The rights of holders of the Subordinate Certificates to receive distributions of amounts collected or advanced on the Mortgage Loans and allocable to the Non-Retained Certificates will be subordinated, to the extent described in this prospectus, to the rights of holders of the Senior Certificates. In particular, the rights of the holders of the Class A-S, Class B, Class C, Class D, Class E, Class F and Class G certificates to receive distributions of interest and principal, as applicable, will be subordinated to such rights of the holders of the Senior Certificates. The Class A-S certificates will likewise be protected by the subordination of the Class B, Class C, Class D, Class E, Class F and Class G certificates. The Class B certificates will likewise be protected by the subordination of the Class C, Class D, Class E, Class F and Class G certificates. The Class C certificates will likewise be protected by the subordination of the Class D, Class E, Class F and Class G certificates.

This subordination will be effected in two ways: (i) by the preferential right of the holders of a class of Non-Retained Certificates to receive on any Distribution Date the amounts of interest and/or principal allocable to the Non-Retained Certificates and

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distributable to them prior to any distribution being made on such Distribution Date in respect of any classes of certificates subordinate to that class (as described above under “—Available Funds—Priority of Distributions”) and (ii) by the allocation of Realized Losses to classes of Non-Retained Certificates that are subordinate to more senior classes, as described below.

No other form of credit support will be available for the benefit of the Offered Certificates.

Prior to the Cross-Over Date, allocation of principal that is allocable to the Non-Retained Certificates on any Distribution Date will be made first, to the Class A-SB certificates, until their Certificate Balance has been reduced to the Class A-SB Planned Principal Balance for the related Distribution Date, second, to the Class A-1 certificates, until their Certificate Balance has been reduced to zero, third, to the Class A-2 certificates, until their Certificate Balance has been reduced to zero, fourth, to the Class A-3 certificates, until their Certificate Balance has been reduced to zero, fifth, to the Class A-4 certificates, until their Certificate Balance has been reduced to zero, sixth, to the Class A-5 certificates, until their Certificate Balance has been reduced to zero, and seventh, to the Class A-SB certificates, until their Certificate Balance has been reduced to zero. On or after the Cross-Over Date, allocation of principal will be made to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates that are still outstanding, pro rata (based upon their respective Certificate Balances), without regard to the Class A-SB Planned Principal Balance, until their Certificate Balances have been reduced to zero. See “—Available Funds—Priority of Distributions” above.

Allocation to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates, for so long as they are outstanding, of the entire Principal Distribution Amount for each Distribution Date will have the effect of reducing the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates at a proportionately faster rate than the rate at which the aggregate Stated Principal Balance of the pool of Mortgage Loans will decline. Therefore, as principal is distributed to the holders of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates, the percentage interest in the issuing entity evidenced by the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates will be decreased (with a corresponding increase in the percentage interest in the issuing entity evidenced by the Subordinate Certificates), thereby increasing, relative to their respective Certificate Balances, the subordination afforded to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates by the Subordinate Certificates.

Following retirement of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates, the successive allocation on each Distribution Date of the remaining Principal Distribution Amount to the Class A-S certificates, the Class B certificates, the Class C certificates, the Class D certificates, the Class E certificates, the Class F certificates, and the Class G certificates, in that order, for so long as they are outstanding, will provide a similar, but diminishing benefit to those certificates (other than to Class G certificates) as to the relative amount of subordination afforded by the outstanding classes of certificates with later sequential designations.

On each Distribution Date, immediately following the distributions to be made to the Certificateholders on that date, the certificate administrator is required to calculate the Realized Loss and Retained Certificate Realized Loss for such Distribution Date.

The “Realized Loss” with respect to any Distribution Date is the amount, if any, by which (i) the product of (A) the Non-Retained Percentage and (B) the aggregate Stated Principal

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Balance (for purposes of this calculation only, the aggregate Stated Principal Balance will not be reduced by the amount of principal payments received on the Mortgage Loans that were used to reimburse the master servicers, the special servicers or the trustee from general collections of principal on the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent those amounts are not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans, including any REO Loans (but in each case, excluding any Companion Loan) as of the related Determination Date is less than (ii) the then aggregate Certificate Balance of the Principal Balance Certificates (other than the RR Interest) after giving effect to distributions of principal on that Distribution Date. The certificate administrator will be required to allocate any Realized Losses among the respective classes of Principal Balance Certificates (other than the RR Interest) in the following order, until the Certificate Balance of each such class is reduced to zero:

first, to the Class G certificates;

second, to the Class F certificates;

third, to the Class E certificates;

fourth, to the Class D certificates;

fifth, to the Class C certificates;

sixth, to the Class B certificates; and

seventh, to the Class A-S certificates.

Following the reduction of the Certificate Balances of all classes of Subordinate Certificates to zero, the certificate administrator will be required to allocate Realized Losses among the Senior Certificates (other than the Class X Certificates), pro rata, based upon their respective Certificate Balances, until their respective Certificate Balances have been reduced to zero.

Realized Losses will not be allocated to the RR Interest, the Class V certificates or the Class R certificates and will not be directly allocated to the Class X Certificates. However, the Notional Amounts of the classes of Class X Certificates will be reduced if the related classes of Principal Balance Certificates are reduced by such Realized Losses.

In general, Realized Losses and Retained Certificate Realized Losses could result from the occurrence of: (1) losses and other shortfalls on or in respect of the Mortgage Loans, including as a result of defaults and delinquencies on the related Mortgage Loans, Nonrecoverable Advances made in respect of the Mortgage Loans, the payment to the special servicers of any compensation as described in “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses”, and the payment of interest on Advances and certain servicing expenses; and (2) certain unanticipated, non-Mortgage Loan specific expenses of the issuing entity, including certain reimbursements to the certificate administrator or trustee as described under “Transaction Parties—The Trustee” or “—The Certificate Administrator”, and certain federal, state and local taxes, and certain tax-related expenses, payable out of the issuing entity, as described under “Material Federal Income Tax Considerations”.

A class of Regular Certificates will be considered outstanding until its Certificate Balance or Notional Amount, as the case may be, is reduced to zero. However, notwithstanding a reduction of its Certificate Balance to zero, reimbursements of any previously allocated Realized Losses or Retained Certificate Realized Losses, as applicable, are required

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thereafter to be made to a class of Principal Balance Certificates, with respect to the Non-Retained Certificates in accordance with the payment priorities set forth in “—Available Funds—Priority of Distributions” above and, with respect to the RR Interest in accordance with the payment priorities set forth in “Credit Risk Retention—RR Interest—Priority of Distributions”.

Reports to Certificateholders; Certain Available Information

Certificate Administrator Reports

On each Distribution Date, based in part on information delivered to it by the master servicers or special servicers, as applicable, the certificate administrator will be required to prepare and make available to each Certificateholder of record a Distribution Date Statement providing the information required under Regulation AB and in the form of Annex B relating to distributions made on that date for the relevant class and the recent status of the Mortgage Loans.

In addition, the certificate administrator will include (to the extent it receives such information) (i) the identity of any Mortgage Loans permitting additional debt, identifying (A) the amount of any additional debt incurred during the related Collection Period, (B) the total DSCR calculated on the basis of the mortgage loan and such additional debt and (C) the aggregate loan-to-value ratio calculated on the basis of the mortgage loan and the additional debt in each applicable Form 10-D filed on behalf of the issuing entity and (ii) the beginning and ending account balances for each of the Securitization Accounts (for the applicable period) in each Form 10-D filed on behalf of the issuing entity.

Within a reasonable period of time after the end of each calendar year, the certificate administrator is required to furnish to each person or entity who at any time during the calendar year was a holder of a certificate, a statement with (i) the amount of the distribution on each Distribution Date in reduction of the Certificate Balance of the certificates and (ii) the amount of the distribution on each Distribution Date of the applicable Interest Accrual Amount, in each case, as to the applicable class, aggregated for the related calendar year or applicable partial year during which that person was a Certificateholder, together with any other information that the certificate administrator deems necessary or desirable, or that a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns for that calendar year. This obligation of the certificate administrator will be deemed to have been satisfied to the extent that substantially comparable information will be provided by the certificate administrator pursuant to any requirements of the Code as from time to time are in force.

In addition, the certificate administrator will make available on its website (www.ctslink.com), to the extent received from the applicable person, on each Distribution Date to each Privileged Person the following reports (other than clause (1) below, the “CREFC^® Reports”) prepared by either master servicer, the certificate administrator or either special servicer, as applicable (substantially in the form provided in the PSA, in the case of the Distribution Date Statement, which form is subject to change, and as required in the PSA in the case of the CREFC^® Reports) and including substantially the following information:

(1)       a report as of the close of business on the immediately preceding Determination Date, containing the information provided for in Annex B (the “Distribution Date Statement”);

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(2)       a Commercial Real Estate Finance Council (“CREFC^®”) delinquent loan status report;

(3)       a CREFC^® historical loan modification/forbearance and corrected mortgage loan report;

(4)       a CREFC^® advance recovery report;

(5)       a CREFC^® total loan report;

(6)       a CREFC^® operating statement analysis report;

(7)       a CREFC^® comparative financial status report;

(8)       a CREFC^® net operating income adjustment worksheet;

(9)       a CREFC^® real estate owned status report;

(10)     a CREFC^® servicer watch list;

(11)     a CREFC^® loan level reserve and letter of credit report;

(12)     a CREFC^® property file;

(13)     a CREFC^® financial file;

(14)     a CREFC^® loan setup file (to the extent delivery is required under the PSA); and

(15)     a CREFC^® loan periodic update file.

Each master servicer or special servicer, as applicable, may omit any information from these reports that such master servicer or special servicer regards as confidential. Subject to any potential liability for willful misconduct, bad faith or negligence as described under “Pooling and Servicing Agreement—Termination of a Master Servicer or Special Servicer for Cause—Limitation on Liability; Indemnification”, none of the master servicers, the special servicers, the trustee or the certificate administrator will be responsible for the accuracy or completeness of any information supplied to it by a borrower, a mortgage loan seller or another party to the PSA or a party under any Non-Serviced PSA that is included in any reports, statements, materials or information prepared or provided by it. Some information will be made available to Certificateholders by electronic transmission as may be agreed upon between the depositor and the certificate administrator.

Before each Distribution Date, each master servicer will deliver to the certificate administrator by electronic means:

● a CREFC^® property file;

● a CREFC^® financial file;

● a CREFC^® loan setup file (to the extent delivery is required under the PSA);

● a CREFC^® Schedule AL file (with respect to the general master servicer);

● a CREFC^® loan periodic update file; and

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● a CREFC^® appraisal reduction template (to the extent received by the applicable master servicer from the applicable special servicer)

In addition, each master servicer (with respect to a Mortgage Loan that is not a Specially Serviced Loan or a Non-Serviced Mortgage Loan) or special servicer (with respect to Specially Serviced Loans and REO Properties), as applicable, is also required to prepare the following for each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property for which it acts as master servicer or special servicer, as applicable:

● Within 45 days after receipt of a quarterly operating statement, if any, commencing within 45 days of receipt of such quarterly operating statement for the quarter ending March 31, 2018, a CREFC^® operating statement analysis report but only to the extent the related borrower is required by the Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, that information, for the Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC^® guidelines (it being understood that as of the date of this prospectus, the applicable CREFC^® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing 12-month basis, or if the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) is on the CREFC^® Servicer Watch List).

● Within 45 days after receipt by the applicable special servicer (with respect to Specially Serviced Loans and REO Properties) or the applicable master servicer (with respect to a Mortgage Loan that is not a Specially Serviced Loan or a Non-Serviced Mortgage Loan) of any annual operating statements or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that has been based on a minimum number of months of operating results as recommended by CREFC^® in the instructions to the CREFC^® guidelines) commencing within 45 days of receipt of such annual operating statement for the calendar year ending December 31, 2018, a CREFC^® net operating income adjustment worksheet, but only to the extent the related borrower is required by the Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, that information, presenting the computation made in accordance with the methodology in the PSA to “normalize” the full year net operating income and debt service coverage numbers used by the applicable master servicer to prepare the CREFC^® comparative financial status report.

Certificate Owners and any holder of a Serviced Pari Passu Companion Loan who are also Privileged Persons may also obtain access to any of the certificate administrator reports upon request and pursuant to the provisions of the PSA. Otherwise, until the time Definitive Certificates are issued to evidence the certificates, the information described above will be available to the related Certificate Owners only if DTC and its participants provide the information to the Certificate Owners.

“Privileged Person” includes the depositor and its designees, the initial purchasers, the underwriters, the mortgage loan sellers, the master servicers, the special servicers (including, for the avoidance of doubt any Excluded Special Servicer), the trustee, the certificate administrator, any additional servicer designated by either `master servicer or either special servicer, the operating advisor, any affiliate of the operating advisor designated by the operating advisor, the asset representations reviewer, any holder of a

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Companion Loan who provides an Investor Certification, any Non-Serviced Master Servicer, any Non-Serviced Special Servicer, any Other Master Servicer, any Other Special Servicer and any person (including the Directing Certificateholder and the Risk Retention Consultation Party) who provides the certificate administrator with an Investor Certification and any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act (“NRSRO”), including any Rating Agency, that delivers an NRSRO Certification to the certificate administrator, which Investor Certification and NRSRO Certification may be submitted electronically via the certificate administrator’s website; provided that in no event may a Borrower Party (other than a Borrower Party that is the Risk Retention Consultation Party or a special servicer) be entitled to receive (i) if such party is the Directing Certificateholder or any Controlling Class Certificateholder (each such party, as applicable, an “Excluded Controlling Class Holder”), any Excluded Information via the certificate administrator’s website unless a loan-by-loan segregation is later performed by the certificate administrator, in which case such access will only be prohibited with respect to the related Excluded Controlling Class Loans, and (ii) if such party is not the Directing Certificateholder or any Controlling Class Certificateholder, any information other than the Distribution Date Statement; provided, further, however, that, if a special servicer obtains knowledge that it has become a Borrower Party, such special servicer will not directly or indirectly provide any information solely related to any related Excluded Special Servicer Loan, which may include any asset status reports, Final Asset Status Reports (or summaries thereof), and such other information as may be specified in the PSA pertaining to such Excluded Special Servicer Loan to the related Borrower Party, any of such special servicer’s employees or personnel or any of its affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or, to its actual knowledge, any non-affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with those obligations; provided, further, however, that each special servicer will at all times be a Privileged Person, despite such restriction on information; provided, further, however, that any Excluded Controlling Class Holder will be permitted to reasonably request and obtain from the applicable master servicer or the applicable special servicer, in accordance with terms of the PSA, any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available via the certificate administrator’s website on account of it constituting Excluded Information). Notwithstanding any provision to the contrary herein, none of the master servicers or the certificate administrator will have any obligation to restrict access by a special servicer or any Excluded Special Servicer to any information related to any Excluded Special Servicer Loan.

In determining whether any person is an additional servicer or an affiliate of the operating advisor, the certificate administrator may rely on a certification by a master servicer, a special servicer, a mortgage loan seller or the operating advisor, as the case may be.

The “Risk Retention Consultation Party” will be the party selected by the holder or holders of more than 50% of the RR Interest by Certificate Balance, as determined by the certificate registrar from time to time. The certificate administrator and the other parties to the PSA will be entitled to assume that the identity of the Risk Retention Consultation Party has not changed until such parties receive written notice of the identity and contact information of a replacement of Risk Retention Consultation Party from a party holding the requisite interest in the RR Interest (as confirmed by the certificate registrar). The initial Risk Retention Consultation Party is expected to be Wells Fargo Bank, National Association.

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“Borrower Party” means a borrower, a mortgagor, a manager of a Mortgaged Property, an Accelerated Mezzanine Loan Lender, or any Borrower Party Affiliate. For the avoidance of doubt, with respect to a Mortgage Loan secured by a residential cooperative property, a person will not be considered a “Borrower Party” solely by reason of such person holding one or more cooperative unit loans that are secured by direct equity interests in the related borrower or owning one or more residential cooperative units comprising the related Mortgaged Property as a result of any foreclosure, transfer in lieu of foreclosure or other exercise of remedies with respect to any such unit loan(s).

“Borrower Party Affiliate” means, with respect to a borrower, a mortgagor, a manager of a Mortgaged Property or an Accelerated Mezzanine Loan Lender, (a) any other person controlling or controlled by or under common control with such borrower, mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable, or (b) any other person owning, directly or indirectly, 25% or more of the beneficial interests in such borrower, mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable. For purposes of this definition, “control” when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Accelerated Mezzanine Loan Lender” means a mezzanine lender under a mezzanine loan that has been accelerated or as to which foreclosure or enforcement proceedings have been commenced against the equity collateral pledged to secure such mezzanine loan.

“Excluded Controlling Class Loan” means a Mortgage Loan or Whole Loan with respect to which the Directing Certificateholder or any Controlling Class Certificateholder is a Borrower Party.

“Excluded Information” means, with respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling Class Loan, which may include any asset status reports, Final Asset Status Reports (or summaries thereof), inspection reports related to Specially Serviced Loans prepared by the applicable special servicer or any Excluded Special Servicer and such other information as may be specified in the PSA specifically pertaining to such Excluded Controlling Class Loan and/or the related Mortgaged Properties, other than such information with respect to such Excluded Controlling Class Loan(s) that is aggregated with information of other Mortgage Loans at a pool level.

“Excluded Loan” means (a) with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, a Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Directing Certificateholder or the holder of the majority of the Controlling Class is a Borrower Party or (b) with respect to the Risk Retention Consultation Party or the holder of the majority of the RR Interest, a Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Risk Retention Consultation Party or the holder of the majority of the RR Interest is a Borrower Party. As of the Closing Date, it is expected that there will be no Excluded Loans with respect to this securitization.

“Investor Certification” means a certificate (which may be in electronic form), substantially in the form attached to the PSA or in the form of an electronic certification contained on the certificate administrator’s website (which may be a click-through confirmation), representing (i) that such person executing the certificate is a Certificateholder, the Directing Certificateholder the Risk Retention Consultation Party, a beneficial owner of a certificate, a Companion Holder or a prospective purchaser of a certificate (or any investment advisor, manager or other representative of the foregoing),

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(ii) that either (a) such person is not a Borrower Party, in which case such person will have access to all the reports and information made available to Certificateholders via the certificate administrator’s website under the PSA, or (b) such person is a Borrower Party, in which case (1) if such person is the Directing Certificateholder or a Controlling Class Certificateholder, such person will have access to all the reports and information made available to Certificateholders via the certificate administrator’s website under the PSA other than any Excluded Information as set forth in the PSA, (2) if such person is the Risk Retention Consultation Party, such person will have access to all the reports and information made available to Certificateholders via the certificate administrator’s website under the PSA or (3) if such person is not the Directing Certificateholder, or a Controlling Class Certificateholder or the Risk Retention Consultation Party, such person will only receive access to the Distribution Date Statements prepared by the certificate administrator, (iii) (other than with respect to a Companion Holder) that such person has received a copy of the final prospectus and (iv) such person agrees to keep any Privileged Information confidential and will not violate any securities laws; provided, however, that any Excluded Controlling Class Holder (i) will be permitted to reasonably request and obtain from the applicable master servicer or the applicable special servicer, in accordance with terms of PSA, any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available via the certificate administrator’s website on account of it constituting Excluded Information) and (ii) will be considered a Privileged Person for all other purposes, except with respect to its ability to obtain information with respect to any related Excluded Controlling Class Loan. The Certificate Administrator may require that Investor Certifications be re-submitted from time to time in accordance with its policies and procedures and will restrict access to the Certificate Administrator’s website to any mezzanine lender upon notice from any party to the PSA that such mezzanine lender has become an Accelerated Mezzanine Loan Lender.

A “Certificateholder” is the person in whose name a certificate (including the RR Interest) is registered in the certificate register or any beneficial owner thereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking any action pursuant to the PSA, any certificate (including the RR Interest) registered in the name of or beneficially owned by a master servicer, a special servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the trustee, the certificate administrator, the depositor, any mortgage loan seller, a Borrower Party, or any affiliate of any of such persons will be deemed not to be outstanding (provided that notwithstanding the foregoing, any Controlling Class certificates owned by an Excluded Controlling Class Holder will not be deemed to be outstanding as to such Excluded Controlling Class Holder solely with respect to any related Excluded Controlling Class Loan; and provided, further, that any Controlling Class certificates owned by a special servicer or an affiliate thereof will be deemed not to be outstanding as to such special servicer or such affiliate solely with respect to any related Excluded Special Servicer Loan), and the Voting Rights to which it is entitled will not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver or take any such action has been obtained; provided, however, that the foregoing restrictions will not apply in the case of the master servicers, the special servicers (including, for the avoidance of doubt, any Excluded Special Servicer), the trustee, the certificate administrator, the depositor, any mortgage loan seller or any affiliate of any of such persons unless such consent, approval or waiver sought from such party would in any way increase its compensation or limit its obligations in the named capacities under the PSA, waive a Servicer Termination Event or trigger an Asset Review (with respect to an Asset Review and any mortgage loan seller, solely with respect to any related Mortgage Loan subject to the Asset Review); provided, further, that so long as there is no Servicer Termination Event

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with respect to the applicable master servicer or the applicable special servicer, as applicable, such master servicer and special servicer or such affiliate of either will be entitled to exercise such Voting Rights with respect to any issue which could reasonably be believed to adversely affect such party’s compensation or increase its obligations or liabilities under the PSA; and provided, further, that such restrictions will not apply to (i) the exercise of either special servicer’s, either master servicer’s or any mortgage loan seller’s rights, if any, or any of their affiliates as a member of the Controlling Class or (ii) any affiliate of the depositor, either master servicer, either special servicer, the trustee or the certificate administrator that has provided an Investor Certification in which it has certified as to the existence of certain policies and procedures restricting the flow of information between it and the depositor, the applicable master servicer, the applicable special servicer, the trustee or the certificate administrator, as applicable.

“NRSRO Certification” means a certification (a) executed by an NRSRO or (b) provided electronically and executed by such NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s website in favor of the 17g-5 Information Provider that states that such NRSRO is a Rating Agency as such term is defined in the PSA or that such NRSRO has provided the depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5 under the Exchange Act (“Rule 17g-5”), that such NRSRO has access to the depositor’s 17g-5 Information Provider’s website, and that such NRSRO will keep such information confidential except to the extent such information has been made available to the general public.

Under the PSA, the applicable master servicer or the applicable special servicer, as applicable, is required to provide or make available to the holders of any Companion Loan (or their designees including the related Other Master Servicer or Other Special Servicer) certain other reports, copies and information relating to the related Serviced Whole Loan to the extent required under the related Intercreditor Agreement.

Certain information concerning the Mortgage Loans and the certificates, including the Distribution Date Statements, CREFC^® reports and supplemental notices with respect to such Distribution Date Statements and CREFC^® reports, may be provided by the certificate administrator at the direction of the depositor to certain market data providers, such as Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., Interactive Data Corp., Markit Group Limited, BlackRock Financial Management, Inc., CMBS.com, Moody’s Analytics and Thomson Reuters Corporation, pursuant to the terms of the PSA.

Upon the reasonable request of any Certificateholder that has delivered an Investor Certification to the applicable master servicer or special servicer, as applicable, such master servicer (with respect to non-Specially Serviced Loans) and such special servicer (with respect to Specially Serviced Loans) may provide (or make available electronically) at the expense of such Certificateholder copies of any appraisals, operating statements, rent rolls and financial statements obtained by such master servicer or special servicer, as the case may be, at the expense of such Certificateholder; provided that in connection with such request, the applicable master servicer or special servicer, as applicable, may require a written confirmation executed by the requesting person substantially in such form as may be reasonably acceptable to such master servicer or special servicer, as applicable, generally to the effect that such person will keep such information confidential and will use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder may have under the PSA. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of annual operating statements, budgets and rent rolls (or, with respect to residential cooperative properties, maintenance schedules) either collected by the applicable master servicer or the applicable special servicer or caused to be prepared by the applicable special servicer in respect of

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each REO Property, the applicable master servicer or the applicable special servicer, as the case may be, will be required to deliver copies of such items to the certificate administrator to be posted on the certificate administrator’s website. Certificateholders will not, however, be given access to or be provided copies of, any Mortgage Files or Diligence Files.

Information Available Electronically

The certificate administrator will make available to any Privileged Person via the certificate administrator’s website initially located at www.ctslink.com (and will make available to the general public this prospectus, Distribution Date Statements, the PSA, the MLPAs and the SEC EDGAR filings referred to below):

● the following “deal documents”:

○ this prospectus;

○ the PSA, each sub-servicing agreement delivered to the certificate administrator from and after the Closing Date, if any, and the MLPAs and any amendments and exhibits to those agreements; and

○ the CREFC^® loan setup file delivered to the certificate administrator by each master servicer;

● the following “SEC EDGAR filings”:

○ any reports on Forms 10-D, 10-K, 8-K and ABS-EE that have been filed by the certificate administrator with respect to the issuing entity through the SEC’s Electronic Data Gathering and Retrieval (EDGAR) system;

● the following documents, which will be made available under a tab or heading designated “periodic reports”:

○ the Distribution Date Statements;

○ the CREFC^® bond level files;

○ the CREFC^® collateral summary files;

○ the CREFC^® Reports, other than the CREFC^® loan setup file (provided that they are received by the certificate administrator); and

○ any annual reports as provided by the operating advisor;

● the following documents, which will be made available under a tab or heading designated “additional documents”:

○ the summary of any Final Asset Status Report as provided by a special servicer;

○ any property inspection reports, any environmental reports and appraisals delivered to the certificate administrator in electronic format;

○ any appraisals delivered in connection with any Asset Status Report; and

○ any CREFC^® appraisal reduction template received by the certificate administrator;

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● the following documents, which will be made available under a tab or heading designated “special notices”:

○ notice of any release based on an environmental release under the PSA;

○ notice of any waiver, modification or amendment of any term of any Mortgage Loan;

○ notice of final payment on the certificates;

○ all notices of the occurrence of any Servicer Termination Event received by the certificate administrator or any notice to Certificateholders of the termination of a master servicer or special servicer;

○ any notice of resignation or termination of a master servicer or special servicer;

○ notice of resignation of the trustee or the certificate administrator, and notice of the acceptance of appointment by the successor trustee or the successor certificate administrator, as applicable;

○ any notice of any request by requisite percentage of Certificateholders for a vote to terminate a special servicer, the operating advisor or the asset representations reviewer;

○ any notice to Certificateholders of the operating advisor’s recommendation to replace a special servicer and the related report prepared by the operating advisor in connection with such recommendation;

○ notice of resignation or termination of the operating advisor or the asset representations reviewer and notice of the acceptance of appointment by the successor operating advisor or the successor asset representations reviewer;

○ notice of the certificate administrator’s determination that an Asset Review Trigger has occurred and a copy of any Asset Review Report Summary received by the certificate administrator;

○ officer’s certificates supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;

○ any notice of the termination of the issuing entity;

○ any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or is terminated (provided that with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence of an Excluded Loan with respect to the Directing Certificateholder, the certificate administrator will only be required to make available such notice of the occurrence and continuance of a Control Termination Event or the notice of the occurrence and continuance of a Consultation Termination Event to the extent the certificate administrator has been notified of such Excluded Loan);

○ any notice of the occurrence of an Operating Advisor Termination Event;

○ any notice of the occurrence of an Asset Representations Reviewer Termination Event;

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○ any Proposed Course of Action Notice;

○ any assessment of compliance delivered to the certificate administrator;

○ any notice or documents provided to the certificate administrator by the Depositor or a master servicer directing the certificate administrator to post to the “Special Notices” tab;

○ any Attestation Reports delivered to the certificate administrator; and

○ any “special notices” requested by a Certificateholder to be posted on the certificate administrator’s website described under “—Certificateholder Communication” below;

● the “Investor Q&A Forum”;

● solely to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry”; and

● the “Risk Retention Special Notices” tab, which will contain any notices relating to ongoing compliance by the Retaining Sponsor with the Credit Risk Retention Rules;

provided that with respect to a Control Termination Event or a Consultation Termination Event that is deemed to exist due solely to the existence of an Excluded Loan, the certificate administrator will only be required to provide notice of the occurrence and continuance of such event if it has been notified of or has knowledge of the existence of such Excluded Loan.

The certificate administrator will be required to, in addition to posting the applicable notices on the “Risk Retention Special Notices” tab, provide e-mail notification to any Privileged Person (other than certain financial market information providers under the PSA) that has registered to receive access to the Certificate Administrator’s Website that a notice has been posted to the “Risk Retention Special Notices” tab. In the event that the Retaining Sponsor determines that any Retaining Party no longer complies with certain specified provisions of the Credit Risk Retention Rules, it will be required to send written notice of such non-compliance to the Certificate Administrator, who will be required to post such notice on its website under the “Risk Retention Special Notices” tab.

Notwithstanding the foregoing, if the Directing Certificateholder or any Controlling Class Certificateholder, as applicable, is an Excluded Controlling Class Holder, such Excluded Controlling Class Holder is required to promptly notify each master servicer, each special servicer, the operating advisor, the trustee and the certificate administrator pursuant to the PSA and provide an Investor Certification pursuant to the PSA and will not be entitled to access any Excluded Information (unless a loan-by-loan segregation is later performed by the certificate administrator in which case such access will only be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available on the certificate administrator’s website for so long as it is an Excluded Controlling Class Holder. The PSA will require each Excluded Controlling Class Holder in such new Investor Certification to certify that it acknowledges and agrees that it is prohibited from accessing and reviewing (and it agrees not to access and review) any Excluded Information. In addition, if the Directing Certificateholder or any Controlling Class Certificateholder is not an Excluded Controlling Class Holder, such person will certify and agree that they will not share any Excluded Information with any Excluded Controlling Class Holder.

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Notwithstanding the foregoing, nothing set forth in the PSA will prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available via the certificate administrator’s website, such Directing Certificateholder or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan will be permitted to obtain such information in accordance with terms of the PSA.

Any reports on Form 10-D filed by the certificate administrator will (i) contain the information required by Rule 15Ga-1(a) concerning all Mortgage Loans held by the issuing entity that were the subject of a demand to repurchase or replace due to a breach or alleged breach of one or more representations and warranties made by the related mortgage loan seller, (ii) contain a reference to the most recent Form ABS-15G filed by the depositor and the mortgage loan sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer, (iii) contain certain account balances to the extent available to the certificate administrator and (iv) incorporate the most recent Form ABS-EE filing by reference (which such Form ABS-EE will be filed on or prior to the filing of the applicable report on Form 10-D).

The certificate administrator will not make any representation or warranty as to the accuracy or completeness of any report, document or other information made available on the certificate administrator’s website and will assume no responsibility for any such report, document or other information, other than with respect to such reports, documents or other information prepared by the certificate administrator. In addition, the certificate administrator may disclaim responsibility for any information distributed by it for which it is not the original source.

In connection with providing access to the certificate administrator’s website (other than with respect to access provided to the general public in accordance with the PSA), the certificate administrator may require registration and the acceptance of a disclaimer, including an agreement to keep certain nonpublic information made available on the website confidential, as required under the PSA. The certificate administrator will not be liable for the dissemination of information in accordance with the PSA.

The certificate administrator will make the “Investor Q&A Forum” available to Privileged Persons via the certificate administrator’s website under a tab or heading designated “Investor Q&A Forum”, where (i) Certificateholders and beneficial owners that are Privileged Persons may submit inquiries to (a) the certificate administrator relating to the Distribution Date Statements, (b) either master servicer or either special servicer relating to servicing reports prepared by that party, the applicable Mortgage Loans (excluding each Non-Serviced Mortgage Loan) or the related Mortgaged Properties or (c) the operating advisor relating to annual or other reports prepared by the operating advisor or actions by either special servicer referenced in such reports, and (ii) Privileged Persons may view previously submitted inquiries and related answers. The certificate administrator will forward such inquiries to the appropriate person and, in the case of an inquiry relating to a Non-Serviced Mortgage Loan, to the applicable party under the related Non-Serviced PSA. The certificate administrator, the master servicers, the special servicers or the operating advisor, as applicable, will be required to answer each inquiry, unless such party determines (i) the question is beyond the scope of the topics detailed above, (ii) that answering the inquiry would not be in the best interests of the issuing entity and/or the Certificateholders, (iii) that answering the inquiry would be in violation of applicable law, the PSA (including requirements in respect of non-disclosure of Privileged Information) or the Mortgage Loan

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documents, (iv) that answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, the certificate administrator, the applicable master servicer, the applicable special servicer or the operating advisor, as applicable, (v) that answering the inquiry would require the disclosure of Privileged Information (subject to the Privileged Information Exception), (vi) that answering the inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or disclosure of attorney work product or (vii) that answering the inquiry is otherwise, for any reason, not advisable. In addition, no party will post or otherwise disclose any direct communications with the Directing Certificateholder or the Risk Retention Consultation Party (in its capacity as Risk Retention Consultation Party) as part of its responses to any inquiries. In the case of an inquiry relating to a Non-Serviced Mortgage Loan, the certificate administrator is required to make reasonable efforts to obtain an answer from the applicable party under the related Non-Serviced PSA; provided that the certificate administrator will not be responsible for the content of such answer, or any delay or failure to obtain such answer. The certificate administrator will be required to post the inquiries and related answers, if any, on the Investor Q&A Forum, subject to and in accordance with the PSA. The Investor Q&A Forum may not reflect questions, answers and other communications that are not submitted through the certificate administrator’s website. Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and will not be deemed to be answers from any of the depositor, the underwriters or any of their respective affiliates. None of the underwriters, depositor, any of their respective affiliates or any other person will certify as to the accuracy of any of the information posted in the Investor Q&A Forum and no such person will have any responsibility or liability for the content of any such information.

The certificate administrator will make the “Investor Registry” available to any Certificateholder and beneficial owner that is a Privileged Person via the certificate administrator’s website. Certificateholders and beneficial owners may register on a voluntary basis for the “Investor Registry” and obtain contact information for any other Certificateholder or beneficial owner that has also registered, provided that they comply with certain requirements as provided for in the PSA.

The certificate administrator’s internet website will initially be located at www.ctslink.com. Access will be provided by the certificate administrator to such persons upon receipt by the certificate administrator from such person of an Investor Certification or NRSRO Certification in the form(s) attached to the PSA, which form(s) will also be located on and submitted electronically via the certificate administrator’s internet website. The parties to the PSA will not be required to provide that certification. In connection with providing access to the certificate administrator’s internet website, the certificate administrator may require registration and the acceptance of a disclaimer. The certificate administrator will not be liable for the dissemination of information in accordance with the terms of the PSA. The certificate administrator will make no representation or warranty as to the accuracy or completeness of such documents and will assume no responsibility for them. In addition, the certificate administrator may disclaim responsibility for any information distributed by the certificate administrator for which it is not the original source. Assistance in using the certificate administrator’s internet website can be obtained by calling the certificate administrator’s customer service desk at 866-846-4526.

The certificate administrator is responsible for the preparation of tax returns on behalf of the issuing entity and the preparation of Distribution Reports on Form 10-D (based on information included in each monthly Distribution Date Statement and other information provided by other transaction parties) and Annual Reports on Form 10-K and certain other reports on Form 8-K that are required to be filed with the SEC on behalf of the issuing entity.

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“17g-5 Information Provider” means the certificate administrator.

The PSA will permit each master servicer and each special servicer, at their respective sole cost and expense, to make available by electronic media, bulletin board service or internet website any reports or other information such master servicer or such special servicer, as applicable, is required or permitted to provide to any party to the PSA, the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided such master servicer or such special servicer, as applicable, with an Investor Certification or has executed a “click-through” confidentiality agreement in accordance with the PSA to the extent such action does not conflict with the terms of the PSA (including, without limitation, any requirements to keep Privileged Information confidential), the terms of the Mortgage Loans or applicable law. However, the availability of such information or reports on the internet or similar electronic media will not be deemed to satisfy any specific delivery requirements in the PSA except as set forth therein.

Except as otherwise set forth in this paragraph, until the time definitive certificates are issued, notices and statements required to be mailed to holders of certificates will be available to Certificate Owners of certificates only to the extent they are forwarded by or otherwise available through DTC and its Participants. Conveyance of notices and other communications by DTC to Participants, and by Participants to Certificate Owners, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Except as otherwise set forth in this paragraph, the master servicers, the special servicers, the trustee, the certificate administrator and the depositor are required to recognize as Certificateholders only those persons in whose names the certificates are registered on the books and records of the certificate registrar. The initial registered holder of the certificates will be Cede & Co., as nominee for DTC.

Voting Rights

At all times during the term of the PSA, the voting rights for the certificates (the “Voting Rights”) will be allocated among the respective classes of Certificateholders as follows:

(1)       2% in the case of the Class X Certificates, allocated pro rata, based upon their respective Notional Amounts as of the date of determination, and

(2)       in the case of any Principal Balance Certificates (other than the RR Interest), a percentage equal to the product of 98% and a fraction, the numerator of which is equal to the aggregate Certificate Balance (and solely in connection with certain votes relating to the replacement of a special servicer, operating advisor or asset representations reviewer as described in this prospectus, taking into account any notional reduction in the Certificate Balance for Allocated Cumulative Appraisal Reduction Amounts allocated to the certificates) of the class, in each case, determined as of the prior Distribution Date, and the denominator of which is equal to the aggregate Certificate Balance (and solely in connection with certain votes relating to the replacement of a special servicer, the operating advisor or the asset representations reviewer as described in this prospectus, taking into account any notional reduction in the Certificate Balance for Allocated Cumulative Appraisal Reduction Amounts allocated to the certificates) of the Principal Balance Certificates (other than the RR Interest), each determined as of the prior Distribution Date.

The Voting Rights of any class of certificates are required to be allocated among Certificateholders of such class in proportion to their respective Percentage Interests.

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Neither the Class V and Class R certificates nor the RR Interest will be entitled to any Voting Rights.

Delivery, Form, Transfer and Denomination

The Offered Certificates (other than the Class X-A and Class X-B Certificates) will be issued, maintained and transferred in the book-entry form only in minimum denominations of $10,000 initial Certificate Balance, and in multiples of $1 in excess of $10,000. The Class X-A and Class X-B Certificates will be issued, maintained and transferred only in minimum denominations of authorized initial Notional Amounts of not less than $1,000,000 and in integral multiples of $1 in excess of $1,000,000.

Book-Entry Registration

The Offered Certificates will initially be represented by one or more global certificates for each such class registered in the name of a nominee of The Depository Trust Company (“DTC”). The depositor has been informed by DTC that DTC’s nominee will be Cede & Co. No holder of an Offered Certificate will be entitled to receive a certificate issued in fully registered, certificated form (each, a “Definitive Certificate”) representing its interest in such class, except under the limited circumstances described under “―Definitive Certificates” below. Unless and until Definitive Certificates are issued, all references to actions by holders of the Offered Certificates will refer to actions taken by DTC upon instructions received from holders of Offered Certificates through its participating organizations (together with Clearstream Banking, société anonyme (“Clearstream”) and Euroclear Bank, as operator of the Euroclear System (“Euroclear”) participating organizations, the “Participants”), and all references in this prospectus to payments, notices, reports, statements and other information to holders of Offered Certificates will refer to payments, notices, reports and statements to DTC or Cede & Co., as the registered holder of the Offered Certificates, for distribution to holders of Offered Certificates through its Participants in accordance with DTC procedures; provided, however, that to the extent that the party to the PSA responsible for distributing any report, statement or other information has been provided in writing with the name of the Certificate Owner of such an Offered Certificate (or the prospective transferee of such Certificate Owner), such report, statement or other information will be provided to such Certificate Owner (or prospective transferee).

Until Definitive Certificates are issued in respect of the Offered Certificates, interests in the Offered Certificates will be transferred on the book-entry records of DTC and its Participants. The certificate administrator will initially serve as certificate registrar for purposes of recording and otherwise providing for the registration of the Offered Certificates.

Holders of Offered Certificates may hold their certificates through DTC (in the United States) or Clearstream or Euroclear (in Europe) if they are Participants of such system, or indirectly through organizations that are participants in such systems. Clearstream and Euroclear will hold omnibus positions on behalf of the Clearstream Participants and the Euroclear Participants, respectively, through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositories (collectively, the “Depositories”), which in turn will hold such positions in customers’ securities accounts in the Depositories’ names on the books of DTC. DTC is a limited purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to Section 17A of the Exchange Act. DTC was created to hold

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securities for its Participants and to facilitate the clearance and settlement of securities transactions between Participants through electronic computerized book-entries, thereby eliminating the need for physical movement of certificates. Participants (“DTC Participants”) include securities brokers and dealers, banks, trust companies and clearing corporations. Indirect access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (“Indirect Participants”).

Transfers between DTC Participants will occur in accordance with DTC rules. Transfers between Clearstream Participants and Euroclear Participants will occur in accordance with the applicable rules and operating procedures of Clearstream and Euroclear.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly through Clearstream Participants or Euroclear Participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its Depository; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its Depository to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream Participants and Euroclear Participants may not deliver instructions directly to the Depositories.

Because of time-zone differences, credits of securities in Clearstream or Euroclear as a result of a transaction with a DTC Participant will be made during the subsequent securities settlement processing, dated the business day following the DTC settlement date, and such credits or any transactions in such securities settled during such processing will be reported to the relevant Clearstream Participant or Euroclear Participant on such business day. Cash received in Clearstream or Euroclear as a result of sales of securities by or through a Clearstream Participant or a Euroclear Participant to a DTC Participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

The holders of Offered Certificates that are not Participants or Indirect Participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, such Offered Certificates may do so only through Participants and Indirect Participants. In addition, holders of Offered Certificates in global form (“Certificate Owners”) will receive all distributions of principal and interest through the Participants who in turn will receive them from DTC. Under a book-entry format, holders of such Offered Certificates may experience some delay in their receipt of payments, since such payments will be forwarded by the certificate administrator to Cede & Co., as nominee for DTC. DTC will forward such payments to its Participants, which thereafter will forward them to Indirect Participants or the applicable Certificate Owners. Certificate Owners will not be recognized by the trustee, the certificate administrator, the certificate registrar, the operating advisor, the special servicers or the master servicers as holders of record of certificates and Certificate Owners will be permitted to receive information furnished to Certificateholders and to exercise the rights of Certificateholders only indirectly through DTC and its Participants and Indirect Participants, except that Certificate Owners will be entitled to receive or have access to notices and information and to exercise certain rights as holders of beneficial interests in the certificates through the certificate administrator and the trustee to the extent described in “—Reports to Certificateholders; Certain Available Information”, “—Certificateholder

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Communication” and “—List of Certificateholders” and “Pooling and Servicing Agreement—The Operating Advisor”, “—The Asset Representations Reviewer”, “—Replacement of a Special Servicer Without Cause”, “—Limitation on Rights of Certificateholders to Institute a Proceeding”, “—Termination; Retirement of Certificates” and “—Resignation and Removal of the Trustee and the Certificate Administrator”.

Under the rules, regulations and procedures creating and affecting DTC and its operations (the “DTC Rules”), DTC is required to make book-entry transfers of Offered Certificates in global form among Participants on whose behalf it acts with respect to such Offered Certificates and to receive and transmit distributions of principal of, and interest on, such Offered Certificates. Participants and Indirect Participants with which the Certificate Owners have accounts with respect to the Offered Certificates similarly are required to make book-entry transfers and receive and transmit such payments on behalf of their respective Certificate Owners. Accordingly, although the Certificate Owners will not possess the Offered Certificates, the DTC Rules provide a mechanism by which Certificate Owners will receive payments on Offered Certificates and will be able to transfer their interest.

Because DTC can only act on behalf of Participants, who in turn act on behalf of Indirect Participants and certain banks, the ability of a holder of Offered Certificates in global form to pledge such Offered Certificates to persons or entities that do not participate in the DTC system, or to otherwise act with respect to such Offered Certificates, may be limited due to the lack of a physical certificate for such Offered Certificates.

DTC has advised the depositor that it will take any action permitted to be taken by a holder of an Offered Certificate under the PSA only at the direction of one or more Participants to whose accounts with DTC such certificate is credited. DTC may take conflicting actions with respect to other undivided interests to the extent that such actions are taken on behalf of Participants whose holdings include such undivided interests.

Clearstream is incorporated under the laws of Luxembourg and is a global securities settlement clearing house. Clearstream holds securities for its participating organizations (“Clearstream Participants”) and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. Transactions may be settled in Clearstream in numerous currencies, including United States dollars. Clearstream provides to its Clearstream Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. Clearstream is regulated as a bank by the Luxembourg Monetary Institute. Clearstream Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include the underwriters. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Participant, either directly or indirectly.

Euroclear was created in 1968 to hold securities for participants of the Euroclear system (“Euroclear Participants”) and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Transactions may now be settled in any of numerous currencies, including United States dollars. The Euroclear system includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC

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described above. Euroclear is operated by Euroclear Bank S.A./N.V. (the “Euroclear Operator”). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters. Indirect access to the Euroclear system is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related operating procedures of the Euroclear System and applicable Belgian law (collectively, the “Terms and Conditions”). The Terms and Conditions govern transfers of securities and cash within the Euroclear system, withdrawal of securities and cash from the Euroclear system, and receipts of payments with respect to securities in the Euroclear system. All securities in the Euroclear system are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants and has no record of or relationship with persons holding through Euroclear Participants.

Although DTC, Euroclear and Clearstream have implemented the foregoing procedures in order to facilitate transfers of interests in book-entry securities among Participants of DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to comply with such procedures, and such procedures may be discontinued at any time. None of the depositor, the trustee, the certificate administrator, the master servicers, the special servicers or the underwriters will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective direct or indirect Participants of their respective obligations under the rules and procedures governing their operations.

Definitive Certificates

Owners of beneficial interests in book-entry certificates of any class will not be entitled to receive physical delivery of Definitive Certificates unless: (i) DTC advises the certificate registrar in writing that DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to the book-entry certificates of such class or ceases to be a clearing agency, and the certificate administrator and the depositor are unable to locate a qualified successor within 90 days of such notice or (ii) the trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Certificateholders of such class and the trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the trustee to obtain possession of the certificates of such class.

The RR Interest will be evidenced by one or more certificates and is expected to be held at all times in definitive form by the certificate administrator on behalf of the beneficial owners of the RR Interest for so long as the Retaining Sponsor requires and in accordance with the PSA.

The Class R certificates may only be issued as Definitive Certificates.

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Certificateholder Communication

Access to Certificateholders’ Names and Addresses

Upon the written request of any Certificateholder or Certificate Owner that has delivered an executed Investor Certification to the trustee or the certificate administrator (a “Certifying Certificateholder”), the certificate administrator (in its capacity as certificate registrar) will promptly furnish or cause to be furnished to such requesting party a list of the names and addresses of the certificateholders as of the most recent Record Date as they appear in the certificate register, at the expense of the requesting party.

Requests to Communicate

The PSA will require that the certificate administrator include on any Form 10–D any request received prior to the Distribution Date to which such Form 10-D relates (and on or after the Distribution Date preceding such Distribution Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related to Certificateholders or Certificate Owners exercising their rights under the terms of the PSA. Any Form 10-D containing such disclosure regarding the request to communicate is required to include the following and no more than the following: (i) the name of the Certificateholder or Certificate Owner making the request, (ii) the date the request was received, (iii) a statement to the effect that the certificate administrator has received such request, stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible exercise of rights under the PSA, and (iv) a description of the method other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner.

Any Certificateholder or Certificate Owner wishing to communicate with other Certificateholders and Certificate Owners regarding the exercise of its rights under the terms of the PSA (such party, a “Requesting Investor”) should deliver a written request (a “Communication Request”) signed by an authorized representative of the Requesting Investor to the certificate administrator at the address below:

9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services (CMBS) – BANK 2017-BNK7

With a copy to:
trustadministrationgroup@wellsfargo.com

Any Communication Request must contain the name of the Requesting Investor and the method other Certificateholders and Certificate Owners should use to contact the Requesting Investor, and, if the Requesting Investor is not the registered holder of a class of certificates, then the Communication Request must contain (i) a written certification from the Requesting Investor that it is a beneficial owner of a class of certificates, and (ii) one of the following forms of documentation evidencing its beneficial ownership in such class of certificates: (A) a trade confirmation, (B) an account statement, (C) a medallion stamp guaranteed letter from a broker or dealer stating the Requesting Investor is the beneficial owner, or (D) a document acceptable to the certificate administrator that is similar to any of the documents identified in clauses (A) through (C). The certificate administrator will not be permitted to require any information other than the foregoing in verifying a certificateholder’s or certificate owner’s identity in connection with a Communication Request. Requesting Investors will be responsible for their own expenses in making any

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Communication Request, but will not be required to bear any expenses of the certificate administrator.

List of Certificateholders

Upon the written request of any Certificateholder, which is required to include a copy of the communication the Certificateholder proposes to transmit, that has provided an Investor Certification, which request is made for purposes of communicating with other holders of certificates of the same series with respect to their rights under the PSA or the certificates, the certificate registrar or other specified person will, within 10 business days after receipt of such request afford such Certificateholder (at such Certificateholder’s sole cost and expense) access during normal business hours to the most recent list of Certificateholders related to the class of certificates.

Description of the Mortgage Loan Purchase Agreements

General

On the Closing Date, the depositor will acquire the Mortgage Loans from each mortgage loan seller pursuant to a separate mortgage loan purchase agreement (each, an “MLPA”), between the related mortgage loan seller and the depositor.

Under the applicable MLPA, the depositor will require each mortgage loan seller to deliver to the certificate administrator, in its capacity as custodian, among other things, generally the following documents (except that the documents with respect to any Non-Serviced Whole Loans (other than the original promissory note) will be held by the custodian under the related Non-Serviced PSA) with respect to each Mortgage Loan sold by the mortgage loan seller (collectively, as to each Mortgage Loan, the “Mortgage File”):

(i)       the original Mortgage Note, endorsed on its face or by allonge to the Mortgage Note, without recourse, to the order of the trustee or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note has been lost, an affidavit to such effect from the related mortgage loan seller or another prior holder, together with a copy of the Mortgage Note and an indemnity properly assigned and endorsed to the trustee);

(ii)       the original or a copy of the Mortgage, together with an original or copy of any intervening assignments of the Mortgage, in each case with evidence of recording indicated thereon or certified to have been submitted for recording;

(iii)       an original assignment of the Mortgage in favor of the trustee or in blank and (subject to the completion of certain missing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related mortgage loan seller is responsible for the recordation of that assignment, a copy thereof certified to be the copy of such assignment submitted or to be submitted for recording);

(iv)      the original or a copy of any related assignment of leases and of any intervening assignments (if such item is a document separate from the Mortgage), with evidence of recording indicated thereon or certified to have been submitted for recording;

(v)       an original assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the trustee or in blank and (subject to the completion of certain missing recording information and, if applicable, the assignee’s

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name) in recordable form (or, if the related mortgage loan seller is responsible for the recordation of that assignment, a copy thereof certified to be the copy of such assignment submitted or to be submitted for recording);

(vi)       the original assignment of all unrecorded documents relating to the Mortgage Loan or a Serviced Whole Loan, if not already assigned pursuant to items (iii) or (v) above;

(vii)      originals or copies of all modification, consolidation, assumption, written assurance and substitution agreements in those instances in which the terms or provisions of the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been assumed or consolidated;

(viii)     the original or a copy of the policy or certificate of lender’s title insurance issued in connection with the origination of such Mortgage Loan, or, if such policy has not been issued or located, an irrevocable, binding commitment (which may be a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy;

(ix)       any filed copies (bearing evidence of filing) or evidence of filing of any Uniform Commercial Code financing statements, related amendments and continuation statements in the possession of the related mortgage loan seller;

(x)        an original assignment in favor of the trustee of any financing statement executed and filed in favor of the related mortgage loan seller or an affiliate thereof in the relevant jurisdiction (or, if the related mortgage loan seller is responsible for the filing of that assignment, a copy thereof certified to be the copy of such assignment submitted or to be submitted for recording);

(xi)       the original or a copy of any intercreditor agreement relating to existing debt of the borrower, including any Intercreditor Agreement relating to a Serviced Whole Loan;

(xii)       the original or copies of any loan agreement, escrow agreement, security agreement or letter of credit relating to a Mortgage Loan or a Serviced Whole Loan;

(xiii)     the original or a copy of any ground lease, ground lessor estoppel, environmental insurance policy, environmental indemnity or guaranty relating to a Mortgage Loan or a Serviced Whole Loan;

(xiv)      other than with respect to the Mortgage Loans secured by residential cooperative properties, the original or a copy of any property management agreement relating to a Mortgage Loan or a Serviced Whole Loan;

(xv)      the original or a copy of any franchise agreements and comfort letters or similar agreements relating to a Mortgage Loan or Serviced Whole Loan and, with respect to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements or any notice to the franchisor of the transfer of a Mortgage Loan or Serviced Whole Loan and/or request for the issuance of a new comfort letter in favor of the trustee, in each case as applicable;

(xvi)     the original or a copy of any lock-box or cash management agreement relating to a Mortgage Loan or a Serviced Whole Loan;

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(xvii)   the original or a copy of any related mezzanine intercreditor agreement;

(xviii)  the original or a copy of all related environmental insurance policies; and

(xix)   a list related to such Mortgage Loan indicating the related Mortgage Loan documents included in the related Mortgage File as of the Closing Date;

provided that with respect to (A) any Mortgage Loan which is a Non-Serviced Mortgage Loan on the Closing Date, the foregoing documents (other than the documents described in clause (i) above) will be delivered to and held by the custodian under the related Non-Serviced PSA on or prior to the Closing Date and (B) a Servicing Shift Mortgage Loan, the foregoing documents will be delivered to the custodian on or prior to the Closing Date and such documents (other than the documents described in clause (i) above) will be transferred to the custodian related to the securitization that includes the related Controlling Companion Loan on or about the applicable Servicing Shift Securitization Date.

In addition, each mortgage loan seller will be required to deliver the Diligence Files for each of its Mortgage Loans to the depositor by uploading such Diligence Files to the designated website, and the depositor will deliver to the certificate administrator an electronic copy of such Diligence Files to be posted to the secure data room.

“Diligence File” means with respect to each Mortgage Loan or Companion Loan, if applicable, generally the following documents in electronic format:

(a)      A copy of each of the following documents:

(i)       the Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of the trustee or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note has been lost, an affidavit to such effect from the applicable mortgage loan seller or another prior holder, together with a copy of the Mortgage Note and an indemnity properly assigned and endorsed to the trustee);

(ii)      the Mortgage, together with a copy of any intervening assignments of the Mortgage, in each case with evidence of recording indicated thereon or certified to have been submitted for recording (if in the possession of the applicable mortgage loan seller);

(iii)     any related assignment of leases and of any intervening assignments (if such item is a document separate from the Mortgage), with evidence of recording indicated thereon or certified to have been submitted for recording (if in the possession of the applicable mortgage loan seller);

(iv)     all modification, consolidation, assumption, written assurance and substitution agreements in those instances in which the terms or provisions of the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been assumed or consolidated;

(v)      the policy or certificate of lender’s title insurance issued on the date of the origination of such Mortgage Loan, or, if such policy has not been issued or located, an irrevocable, binding commitment (which may be a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy;

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(vi)      any UCC financing statements, related amendments and continuation statements in the possession of the applicable mortgage loan seller;

(vii)     any intercreditor agreement relating to permitted debt of the mortgagor, including any intercreditor agreement relating to a Serviced Whole Loan, and any related mezzanine intercreditor agreement;

(viii)    any loan agreement, escrow agreement, security agreement or letter of credit relating to a Mortgage Loan or a Serviced Whole Loan;

(ix)     any ground lease, related ground lessor estoppel, indemnity or guaranty relating to a Mortgage Loan or a Serviced Whole Loan;

(x)      other than with respect to the Mortgage Loans secured by residential cooperative properties, any property management agreement relating to a Mortgage Loan or a Serviced Whole Loan;

(xi)     any franchise agreements and comfort letters or similar agreements relating to a Mortgage Loan or a Serviced Whole Loan and, with respect to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements or any notice to the franchisor of the transfer of a Mortgage Loan or a Serviced Whole Loan;

(xii)     any lock-box or cash management agreement relating to a Mortgage Loan or a Serviced Whole Loan;

(xiii)    all related environmental reports; and

(xiv)    all related environmental insurance policies;

(b)      a copy of any engineering reports or property condition reports;

(c)      other than with respect to a hotel property (except with respect to tenanted commercial space within a hotel property) or a residential cooperative property, copies of a rent roll;

(d)      for any office, retail, industrial or warehouse property, a copy of all leases and estoppels and subordination and non-disturbance agreements delivered to the related mortgage loan seller;

(e)      a copy of all legal opinions (excluding attorney-client communications between the related mortgage loan seller or an affiliate thereof, and its counsel that are privileged communications or constitute legal or other due diligence analyses), if any, delivered in connection with the closing of the related Mortgage Loan;

(f)       a copy of all mortgagor’s certificates of hazard insurance and/or hazard insurance policies or other applicable insurance policies (to the extent not previously included as part of this definition), if any, delivered in connection with the closing of the related Mortgage Loan;

(g)      a copy of the appraisal for the related Mortgaged Property(ies);

(h)      for any Mortgage Loan that the related Mortgaged Property(ies) is leased to a single tenant, a copy of the lease;

(i)       a copy of the applicable mortgage loan seller’s asset summary;

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(j)        a copy of all surveys for the related Mortgaged Property or Mortgaged Properties;

(k)       a copy of all zoning reports;

(l)        a copy of financial statements of the related mortgagor;

(m)      a copy of operating statements for the related Mortgaged Property or Mortgaged Properties;

(n)       a copy of all UCC searches;

(o)       a copy of all litigation searches;

(p)       a copy of all bankruptcy searches;

(q)       a copy of any origination settlement statement;

(r)       a copy of the insurance summary report;

(s)       a copy of organizational documents of the related mortgagor and any guarantor;

(t)       a copy of all escrow statements related to the escrow account balances as of the Mortgage Loan origination date;

(u)       a copy of all related environmental reports that were received by the applicable mortgage loan seller;

(v)       a copy of any closure letter (environmental); and

(w)       a copy of any environmental remediation agreement for the related Mortgaged Property or Mortgaged Properties;

in each case, to the extent that the originator received such documents in connection with the origination of such Mortgage Loan. In the event any of the items identified above were not included in connection with the origination of such Mortgage Loan (other than documents that would not be included in connection with the origination of the Mortgage Loan because such document is inapplicable to the origination of a Mortgage Loan of that structure or type), the Diligence File will be required to include a statement to that effect. No information that is proprietary to the related originator or mortgage loan seller or any draft documents or privileged or internal communications will constitute part of the Diligence File. It is generally not required to include any of the same items identified above again if such items have already been included under another clause of the definition of Diligence File, and the Diligence File will be required to include a statement to that effect. The mortgage loan seller may, without any obligation to do so, include such other documents as part of the Diligence File that such mortgage loan seller believes should be included to enable the asset representations reviewer to perform the Asset Review on such Mortgage Loan; provided that such documents are clearly labeled and identified.

Each MLPA will contain certain representations and warranties of the applicable mortgage loan seller with respect to each Mortgage Loan sold by that mortgage loan seller. Those representations and warranties are set forth in Annex D-1, and will be made as of the Closing Date, or as of another date specifically provided in the representation and warranty, subject to certain exceptions to such representations and warranties as set forth in Annex D-2.

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If any of the documents required to be included in the Mortgage File for any Mortgage Loan is missing from the Mortgage File or is defective or if there is a breach of a representation or warranty relating to any Mortgage Loan, and, in either case, such omission, defect or breach materially and adversely affects the value of the related Mortgage Loan, the value of the related Mortgaged Property or the interests of any Certificateholders in the Mortgage Loan or Mortgaged Property or causes the Mortgage Loan to be other than a “qualified mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated as a “qualified mortgage” (a “Material Defect”), the applicable mortgage loan seller will be required to, no later than 90 days following:

(x) such mortgage loan seller’s discovery of the Material Defect or receipt of notice of the Material Defect from any party to the PSA (a “Breach Notice”), except in the case of the following clause (y); or

(y) in the case of such Material Defect that would cause the Mortgage Loan not to be a “qualified mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the rule of Treasury regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated as a qualified mortgage, the earlier of (A) discovery by the related mortgage loan seller or any party to the PSA of such Material Defect, or (B) receipt of a Breach Notice by the mortgage loan seller,

(A) cure such Material Defect in all material respects, at its own expense,

(B) repurchase the affected Mortgage Loan or REO Loan at the Purchase Price, or

(C) substitute a Qualified Substitute Mortgage Loan (other than with respect to any Whole Loans, as applicable, for which no substitution will be permitted) for such affected Mortgage Loan, and pay a shortfall amount in connection with such substitution;

provided that no such substitution may occur on or after the second anniversary of the Closing Date; provided, however, that the applicable mortgage loan seller will generally have an additional 90-day period to cure such Material Defect (or, failing such cure, to repurchase the affected Mortgage Loan or REO Loan or, if applicable, substitute a Qualified Substitute Mortgage Loan (other than with respect to any related Whole Loan, for which no substitution will be permitted), if it is diligently proceeding toward that cure, and has delivered to the applicable master servicer, the applicable special servicer, the certificate administrator (who will promptly deliver a copy of such officer’s certificate to the 17g-5 Information Provider), the trustee, the operating advisor and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder, an officer’s certificate that describes the reasons that a cure was not effected within the initial 90-day period; provided that if any such Material Defect is not cured after the initial cure period and any such extended cure period solely due to the failure of the mortgage loan seller to have received the recorded document, then the mortgage loan seller will be entitled to continue to defer its cure, repurchase and/or substitution obligations in respect of such Material Defect until eighteen (18) months after the closing date so long as the mortgage loan seller certifies to the trustee, the applicable master servicer, the applicable special servicer, the Directing Certificateholder (prior to the occurrence and continuance of a Consultation Termination Event) and the certificate administrator no less than every ninety (90) days beginning at the end of such extended cure period, that the Material Defect is still in effect solely because of its failure to have received the recorded document and that the mortgage

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loan seller is diligently pursuing the cure of such Material Defect (specifying the actions being taken). Notwithstanding the foregoing, there will be no such 90-day extension if such Material Defect would cause the related Mortgage Loan not to be a “qualified mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the rule of Treasury regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage.

However, a delay in either the discovery of a Material Defect or in providing notice of such Material Defect will relieve the applicable mortgage loan seller of its obligation to cure, repurchase or substitute for (or make a Loss of Value Payment with respect to) the related Mortgage Loan if (i) the mortgage loan seller did not otherwise discover or have knowledge of such Material Defect, (ii) such delay is the result of the failure by a party to the PSA to promptly provide a notice of such Material Defect as required by the terms of the MLPA or the PSA after such party has actual knowledge of such defect or breach (knowledge will not be deemed to exist by reason of the custodian’s exception report), (iii) such Material Defect does not relate to the applicable Mortgage Loan not being a “qualified mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the rule of Treasury regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated as a qualified mortgage, and (iv) such failure to provide notice (as required by the terms of the MLPA or the PSA) prevented the mortgage loan seller from being able to cure such Material Defect and such Material Defect was otherwise curable. Notwithstanding the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a borrower), healthcare facility, nursing home, assisted living facility, self storage facility, theater or fitness center (operated by a borrower), then the failure to deliver copies of the UCC financing statements with respect to such Mortgage Loan will not be a Material Defect.

If there is a Material Defect with respect to one or more Mortgaged Properties with respect to a Mortgage Loan, the applicable mortgage loan seller will not be obligated to repurchase the Mortgage Loan if (i) the affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan documents (and such Mortgaged Property is, in fact, released pursuant to such terms), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan documents and the applicable mortgage loan seller provides an opinion of counsel to the effect that such release in lieu of repurchase would not (A) cause any Trust REMIC to fail to qualify as a REMIC or (B) result in the imposition of a tax upon any Trust REMIC or the issuing entity and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.

Notwithstanding the foregoing, in lieu of a mortgage loan seller repurchasing, substituting or curing such Material Defect, to the extent that the mortgage loan seller and the applicable special servicer (with the consent of the Directing Certificateholder in respect of any Mortgage Loan that is not an Excluded Loan with regard to the Directing Certificateholder or a Servicing Shift Mortgage Loan and for so long as no Control Termination Event has occurred and is continuing) are able to agree upon a cash payment payable by the mortgage loan seller to the issuing entity that would be deemed sufficient to compensate the issuing entity for such Material Defect (a “Loss of Value Payment”), the mortgage loan seller may elect, in its sole discretion, to pay such Loss of Value Payment. Upon its making such payment, the mortgage loan seller will be deemed to have cured such Material Defect in all respects. A Loss of Value Payment may not be made with respect to any such Material Defect that would cause the applicable Mortgage Loan not to be a “qualified mortgage” within the meaning of Code Section 860G(a)(3), but without regard to

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the rule of Treasury regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage.

With respect to any Mortgage Loan, the “Purchase Price” equals the sum of (1) the outstanding principal balance of such Mortgage Loan (or related REO Loan (excluding, for such purpose, the related Companion Loan, if applicable)), as of the date of purchase, (2) all accrued and unpaid interest on the Mortgage Loan (or any related REO Loan (excluding, for such purpose, the related Companion Loan, if applicable)) at the related Mortgage Rate in effect from time to time (excluding any portion of such interest that represents default interest or Excess Interest on an ARD Loan), to, but not including, the due date immediately preceding or coinciding with the Determination Date for the Collection Period of purchase, (3) all related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement Rate, Special Servicing Fees (whether paid or unpaid) and any other additional trust fund expenses (except for Liquidation Fees) in respect of such Mortgage Loan or related REO Loan (excluding, for such purposes, any Companion Loan, if any), (4) solely in the case of a repurchase or substitution by a mortgage loan seller, all reasonable out-of-pocket expenses reasonably incurred or to be incurred by the applicable master servicer, the applicable special servicer, the depositor, the certificate administrator or the trustee in respect of the omission, breach or defect giving rise to the repurchase or substitution obligation, including any expenses arising out of the enforcement of the repurchase or substitution obligation, including, without limitation, legal fees and expenses and any additional trust fund expenses relating to such Mortgage Loan or related REO Loan; provided, however, that such out-of-pocket expenses will not include expenses incurred by investors in instituting an Asset Review Vote Election, in taking part in an Asset Review vote or in utilizing the dispute resolution provisions described below under “—Dispute Resolution Provisions”, (5) Liquidation Fees, if any, payable with respect to the affected Mortgage Loan or related REO Loan (which will not include any Liquidation Fees if such affected Mortgage Loan is repurchased or a Loss of Value Payment is received during the initial 90-day period or, if applicable, prior to the expiration of the additional 90-day period immediately following the initial 90-day period) and (6) solely in the case of a repurchase or substitution by the related mortgage loan seller, the Asset Representations Reviewer Asset Review Fee for such Mortgage Loan, to the extent not previously paid by the related mortgage loan seller.

A “Qualified Substitute Mortgage Loan” is a substitute mortgage loan (other than with respect to any Whole Loan, for which no substitution will be permitted) replacing a Mortgage Loan with respect to which a material breach or document defect exists that must, on the date of substitution:

(a)       have an outstanding principal balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the due date in the calendar month during which the substitution occurs;

(b)       have a fixed Mortgage Rate not less than the Mortgage Rate of the removed Mortgage Loan (determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan);

(c)       have the same due date and a grace period no longer than that of the removed Mortgage Loan;

(d)       accrue interest on the same basis as the removed Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve 30-day months);

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(e)       have a remaining term to stated maturity not greater than, and not more than five years less than, the remaining term to stated maturity of the removed Mortgage Loan;

(f)        have a then-current loan-to-value ratio equal to or less than the lesser of (i) the loan-to-value ratio for the removed Mortgage Loan as of the Closing Date and (ii) 75%, in each case using a “value” for the Mortgaged Property as determined using an appraisal conducted by a member of the Appraisal Institute (“MAI”) prepared in accordance with the requirements of the FIRREA;

(g)       comply as of the date of substitution in all material respects with all of the representations and warranties set forth in the related MLPA;

(h)       have an environmental report that indicates no material adverse environmental conditions with respect to the related Mortgaged Property and that will be delivered as a part of the related Mortgage File;

(i)        have a then-current debt service coverage ratio at least equal to (A) with respect to any Mortgage Loan other than a Mortgage Loan secured by a residential cooperative property, the greater of (i) the original debt service coverage ratio of the removed Mortgage Loan as of the Closing Date and (ii) 1.25x, or (B) in the case of a Mortgage Loan secured by a residential cooperative property, the original debt service coverage ratio of the removed Mortgage Loan as of the Closing Date;

(j)       constitute a “qualified replacement mortgage” within the meaning of Code Section 860G(a)(4) as evidenced by an opinion of counsel (provided at the related mortgage loan seller’s expense);

(k)       not have a maturity date or an amortization period that extends to a date that is after the date five years prior to the Rated Final Distribution Date;

(l)       have comparable prepayment restrictions to those of the removed Mortgage Loan;

(m)     not be substituted for a removed Mortgage Loan unless the trustee and the certificate administrator have received a Rating Agency Confirmation from each of the Rating Agencies (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the related mortgage loan seller);

(n)       have been approved, so long as no Control Termination Event has occurred and is continuing and the affected Mortgage Loan is not an Excluded Loan with respect to the Directing Certificateholder, by the Directing Certificateholder;

(o)       prohibit defeasance within two years of the Closing Date;

(p)       not be substituted for a removed Mortgage Loan if it would result in the termination of the REMIC status of any Trust REMIC or the imposition of tax on the Trust or any Trust REMIC other than a tax on income expressly permitted or contemplated to be imposed by the terms of the PSA, as determined by an opinion of counsel at the cost of the related mortgage loan seller;

(q)       have an engineering report that indicates no material adverse property condition or deferred maintenance with respect to the related Mortgaged Property that will be delivered as a part of the related servicing file; and

(r)       be current in the payment of all scheduled payments of principal and interest then due.

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In the event that more than one Mortgage Loan is substituted for a removed Mortgage Loan or Mortgage Loans, then (x) the amounts described in clause (a) are required to be determined on the basis of aggregate principal balances and (y) each such proposed Qualified Substitute Mortgage Loan must individually satisfy each of the requirements specified in clauses (b) through (r) of the preceding sentence, except (z) the rates described in clause (b) above and the remaining term to stated maturity referred to in clause (e) above are required to be determined on a weighted average basis, provided that no individual Mortgage Rate (net of the Servicing Fee Rate, the Certificate Administrator/Trustee Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC^® Intellectual Property Royalty License Fee Rate) may be lower than the highest fixed Pass-Through Rate (not based on or subject to a cap equal to or based on the WAC Rate) of any class of Principal Balance Certificates having a principal balance then-outstanding. When a Qualified Substitute Mortgage Loan is substituted for a removed Mortgage Loan, the applicable mortgage loan seller will be required to certify that the Mortgage Loan meets all of the requirements of the above definition and send the certification to the trustee the certificate administrator and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder.

The foregoing repurchase or substitution obligation or the obligation to pay the Loss of Value Payment will constitute the sole remedy available to the Certificateholders and the trustee under the PSA for any uncured breach of any mortgage loan seller’s representations and warranties regarding the Mortgage Loans or any uncured document defect; provided that if any breach pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document requires the related borrower to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan document(s), then the applicable mortgage loan seller may cure such breach within the applicable cure period (as the same may be extended) by reimbursing the issuing entity (by wire transfer of immediately available funds) for (i) the reasonable amount of any such costs and expenses incurred by parties to the PSA or the issuing entity that are incurred as a result of such breach and have not been reimbursed by the related borrower and (ii) the amount of any fees of the asset representations reviewer attributable to the Asset Review of such Mortgage Loan; provided, further, that in the event any such costs and expenses exceed $10,000, the applicable mortgage loan seller will have the option to either repurchase or substitute for the related Mortgage Loan as provided above or pay such costs and expenses. The applicable mortgage loan seller will remit the amount of these costs and expenses and upon its making such remittance, the applicable mortgage loan seller (or other applicable party) will be deemed to have cured the breach in all respects. The applicable mortgage loan seller will be the sole warranting party in respect of the Mortgage Loans sold by that mortgage loan seller to the depositor, and none of its affiliates and no other person will be obligated to repurchase or replace any affected Mortgage Loan or make a Loss of Value Payment in connection with a breach of any representation and warranty or in connection with a document defect if the applicable mortgage loan seller defaults on its obligation to do so.

Dispute Resolution Provisions

The mortgage loan seller will be subject to the dispute resolution provisions described under “Pooling and Servicing Agreement—Dispute Resolution Provisions” to the extent those provisions are triggered with respect to any mortgage loan sold to the depositor by the mortgage loan seller and will be obligated under the related MLPA to comply with all applicable provisions and to take part in any mediation or arbitration proceedings that may result.

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Asset Review Obligations

The mortgage loan seller will be obligated to perform its obligations described under “Pooling and Servicing Agreement—The Asset Representations Reviewer—Asset Review” relating to any Asset Reviews performed by the asset representations reviewer, and the mortgage loan seller will have the rights described under that heading.

Pooling and Servicing Agreement

General

The servicing and administration of the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any related REO Properties (including any interest of the holder of any Companion Loan in the REO Property acquired with respect to any Serviced Whole Loan) will be governed by the PSA and any related Intercreditor Agreement.

Each Non-Serviced Mortgage Loan, the related Non-Serviced Companion Loans and any related REO Properties (including the issuing entity’s interest in REO Property acquired with respect to a Non-Serviced Whole Loan) will be serviced by the related Non-Serviced Master Servicer and the related Non-Serviced Special Servicer under the related Non-Serviced PSA in accordance with such Non-Serviced PSA and the related Intercreditor Agreement. Unless otherwise specifically stated and except where the context otherwise indicates (such as with respect to P&I Advances), discussions in this section or in any other section of this prospectus regarding the servicing and administration of the Mortgage Loans should be deemed to include the servicing and administration of the related Serviced Companion Loans but not to include any Non-Serviced Mortgage Loan, any Non-Serviced Companion Loan and any related REO Property.

The following summaries describe certain provisions of the PSA relating to the servicing and administration of the Mortgage Loans (excluding each Non-Serviced Mortgage Loan), any related Companion Loan and any related REO Properties. In the case of any Serviced Whole Loan, certain provisions of the related Intercreditor Agreement are described under “Description of the Mortgage Pool—The Whole Loans—The Serviced Whole Loans”.

Certain provisions of each Non-Serviced PSA relating to the servicing and administration of the related Non-Serviced Mortgage Loan, the related Non-Serviced Companion Loans, the related REO Properties and the related Intercreditor Agreement are summarized under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans”, “—The Non-Serviced AB Whole Loan” and “—Servicing of the Non-Serviced Mortgage Loans” below.

As to particular servicing matters, the discussion under this heading “Pooling and Servicing Agreement” is applicable to the Servicing Shift Whole Loans only while the PSA governs the servicing of any Servicing Shift Whole Loan. As described in “Risk Factors—Risks Related to Conflicts of Interest—The Servicing of the Servicing Shift Whole Loans Will Shift to Other Servicers”, on and after the applicable Servicing Shift Securitization Date, the Servicing Shift Whole Loan will be serviced pursuant to the related Servicing Shift PSA, and the provisions of such Servicing Shift PSA may be different than the terms of the PSA, although such Servicing Shift Whole Loan will still need to be serviced in compliance with the requirements of the related Intercreditor Agreement, as described in “Description of the Mortgage Pool—The Whole Loans”.

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Assignment of the Mortgage Loans

The depositor will purchase the Mortgage Loans to be included in the issuing entity on or before the Closing Date from each of the mortgage loan sellers pursuant to separate MLPAs. See “Transaction Parties—The Sponsors and Mortgage Loan Sellers” and “Description of the Mortgage Loan Purchase Agreements”.

On the Closing Date, the depositor will sell, transfer or otherwise convey, assign or cause the assignment of the Mortgage Loans, without recourse, together with the depositor’s rights and remedies against the mortgage loan sellers under the MLPAs, to the trustee for the benefit of the holders of the certificates. On or prior to the Closing Date, the depositor will require each mortgage loan seller to deliver to the certificate administrator, in its capacity as custodian, the Mortgage Notes and certain other documents and instruments with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan. The custodian will hold such documents in the name of the issuing entity for the benefit of the holders of the certificates. The custodian is obligated to review certain documents for each Mortgage Loan within 60 days of the Closing Date and report any missing documents or certain types of document defects to the parties to the PSA, the Directing Certificateholder (for so long as no Consultation Termination Event has occurred and is continuing and other than in respect of an Excluded Loan with respect to the Directing Certificateholder) and the related mortgage loan seller.

In addition, pursuant to the related MLPA, each mortgage loan seller will be required to deliver the Diligence File for each of its Mortgage Loans to the depositor by uploading such Diligence File to the designated website within 60 days following the Closing Date, and the depositor will deliver to the certificate administrator an electronic copy of such Diligence Files to be posted to the secure data room.

Pursuant to the PSA, the depositor will assign to the trustee for the benefit of Certificateholders the representations and warranties made by the mortgage loan sellers to the depositor in the MLPAs and any rights and remedies that the depositor has against the mortgage loan sellers under the MLPAs with respect to any Material Defect. See
“—Enforcement of Mortgage Loan Seller’s Obligations Under the MLPA” below and “Description of the Mortgage Loan Purchase Agreements”.

Servicing Standard

Each master servicer and each special servicer will be required to diligently service and administer the Mortgage Loans (excluding each Non-Serviced Mortgage Loan), any related Serviced Companion Loan and the related REO Properties (other than any REO Property related to a Non-Serviced Mortgage Loan) for which it is responsible in accordance with applicable law, the terms of the PSA, the Mortgage Loan documents, and the related Intercreditor Agreements and, to the extent consistent with the foregoing, in accordance with the higher of the following standards of care: (1) the same manner in which, and with the same care, skill, prudence and diligence with which such master servicer or special servicer, as the case may be, services and administers similar mortgage loans for other third-party portfolios, and (2) the same care, skill, prudence and diligence with which such master servicer or special servicer, as the case may be, services and administers similar mortgage loans owned by such master servicer or special servicer, as the case may be, with a view to: (A) the timely recovery of all payments of principal and interest under the Mortgage Loans or any Serviced Whole Loan or (B) in the case of a Specially Serviced Loan or an REO Property, the maximization of recovery of principal and interest on a net present value basis on the Mortgage Loans and any related Serviced Companion Loan, and the best interests of the issuing entity and the Certificateholders (as a collective whole as if such

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Certificateholders constituted a single lender) (and, in the case of any Whole Loan, the best interests of the issuing entity, the Certificateholders and the holder of the related Companion Loan (as a collective whole as if such Certificateholders and the holder or holders of the related Companion Loan constituted a single lender), taking into account the pari passu nature of the related Companion Loan), as determined by such master servicer or special servicer, as the case may be, in its reasonable judgment, in either case giving due consideration to the customary and usual standards of practice of prudent, institutional commercial, multifamily and manufactured housing community mortgage loan servicers, but without regard to any conflict of interest arising from:

(A)       any relationship that the applicable master servicer or special servicer, as the case may be, or any of their respective affiliates, may have with any of the underlying borrowers, the sponsors, the mortgage loan sellers, the originators, any party to the PSA or any affiliate of the foregoing;

(B)       the ownership of any certificate (or any interest in any Companion Loan, mezzanine loan or subordinate debt relating to a Mortgage Loan) by the applicable master servicer or special servicer, as the case may be, or any of their respective affiliates;

(C)       the obligation, if any, of the applicable master servicer to make advances;

(D)       the right of the applicable master servicer or special servicer, as the case may be, or any of its affiliates to receive compensation or reimbursement of costs under the PSA generally or with respect to any particular transaction;

(E)       the ownership, servicing or management for others of (i) a Non-Serviced Mortgage Loan and a Non-Serviced Companion Loan or (ii) any other mortgage loans, subordinate debt, mezzanine loans or properties not covered by the PSA or held by the issuing entity by the applicable master servicer or special servicer, as the case may be, or any of its affiliates;

(F)       any debt that the applicable master servicer or special servicer, as the case may be, or any of its affiliates, has extended to any underlying borrower or an affiliate of any borrower (including, without limitation, any mezzanine financing);

(G)       any option to purchase any Mortgage Loan or the related Companion Loan the applicable master servicer or special servicer, as the case may be, or any of its affiliates, may have; and

(H)       any obligation of the applicable master servicer or special servicer, or any of their respective affiliates, to repurchase or substitute for a Mortgage Loan as a mortgage loan seller (if such master servicer or special servicer or any of their respective affiliates is a mortgage loan seller) (the foregoing, collectively referred to as the “Servicing Standard”).

All net present value calculations and determinations made under the PSA with respect to any Mortgage Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard” set forth above) will be made in accordance with the Mortgage Loan documents or, in the event the Mortgage Loan documents are silent, by using a discount rate (i) for principal and interest payments on the Mortgage Loan or Serviced Pari Passu Companion Loan or sale by the applicable special servicer of a Defaulted Loan, the highest of (1) the rate determined by the applicable master servicer or special servicer, as applicable, that approximates the market rate that would be obtainable by the

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related borrower on similar non-defaulted debt of such borrower as of such date of determination, (2) the Mortgage Rate and (3) the yield on 10-year U.S. treasuries as of such date of determination and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent appraisal (or updated appraisal) of the related Mortgaged Property.

In the case of each Non-Serviced Mortgage Loan, each master servicer and each special servicer will be required to act in accordance with the Servicing Standard with respect to any action required to be taken regarding such Non-Serviced Mortgage Loan pursuant to their respective obligations under the PSA.

Subservicing

Each master servicer and each special servicer may delegate and/or assign some or all of its respective servicing obligations and duties with respect to some or all of the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any Serviced Pari Passu Companion Loan for which it is responsible to one or more third-party sub-servicers, provided that each master servicer and each special servicer, as applicable, will remain obligated under the PSA. A sub-servicer may be an affiliate of the depositor, either master servicer or either special servicer. Notwithstanding the foregoing, neither special servicer may enter into any sub-servicing agreement that provides for the performance by third parties of any or all of its obligations under the PSA without, with respect to any Mortgage Loan other than an Excluded Loan and prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent of the Directing Certificateholder, except to the extent necessary for the applicable special servicer to comply with applicable regulatory requirements.

Each sub-servicing agreement between a master servicer or special servicer and a sub-servicer (a “Sub-Servicing Agreement”) will generally be required to provide that (i) if for any reason such master servicer or special servicer, as applicable, is no longer acting in that capacity (including, without limitation, by reason of a Servicer Termination Event), the trustee or any successor master servicer or special servicer, as applicable, may, except with respect to certain initial Sub-Servicing Agreements, assume or terminate such party’s rights and obligations under such Sub-Servicing Agreement and (ii) the sub-servicer will be in default under such Sub-Servicing Agreement and such Sub-Servicing Agreement will be terminated (following the expiration of any applicable grace period) if the sub-servicer fails (A) to deliver by the due date any Exchange Act reporting items required to be delivered to the applicable master servicer, the certificate administrator or the depositor pursuant to the PSA or such Sub-Servicing Agreement or to the master servicer under any other pooling and servicing agreement that the depositor is a party to, or (B) to perform in any material respect any of its covenants or obligations contained in such Sub-Servicing Agreement regarding creating, obtaining or delivering any Exchange Act reporting items required in order for any party to the PSA to perform its obligations under the PSA or under the Exchange Act reporting requirements of any other pooling and servicing agreement to which the depositor is a party. Each master servicer or special servicer, as applicable, will be required to monitor the performance of sub-servicers retained by it and will have the right to remove a sub-servicer retained by it pursuant to the terms of the related Sub-Servicing Agreement. However, no sub-servicer will be permitted under any Sub-Servicing Agreement to make material servicing decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan documents, without the consent of the applicable master servicer or special servicer, as applicable.

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Generally, each master servicer will be solely liable for all fees owed by it to any sub-servicer retained by such master servicer, without regard to whether such master servicer’s compensation pursuant to the PSA is sufficient to pay those fees. Each sub-servicer will be required to be reimbursed by the applicable master servicer for certain expenditures which such sub-servicer makes, only to the same extent such master servicer is reimbursed under the PSA.

Advances

P&I Advances

On the business day immediately preceding each Distribution Date (the “P&I Advance Date”), except as otherwise described below, each master servicer will be obligated, unless determined to be nonrecoverable as described below, to make advances (each, a “P&I Advance”) out of its own funds or, subject to the replacement of those funds as provided in the PSA, certain funds held in its Collection Account that are not required to be part of the Aggregate Available Funds for that Distribution Date, in an amount equal to (but subject to reduction as described below) the aggregate of:

(1)       all Periodic Payments (other than balloon payments) (net of any applicable Servicing Fees) that were due on the Mortgage Loans (including any Non-Serviced Mortgage Loan) and any REO Loan (other than any portion of an REO Loan related to a Companion Loan) for which it acts as master servicer during the related Collection Period and not received as of the business day preceding the P&I Advance Date; and

(2)       in the case of each Mortgage Loan for which it acts as master servicer that is delinquent in respect of its balloon payment as of the P&I Advance Date (including any REO Loan (other than any portion of an REO Loan related to a Companion Loan) as to which the balloon payment would have been past due), an amount equal to its Assumed Scheduled Payment.

Each master servicer’s obligations to make P&I Advances in respect of any Mortgage Loan (including any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan) will continue, except if a determination as to non-recoverability is made, through and up to liquidation of the Mortgage Loan or disposition of the REO Property, as the case may be. To the extent that either master servicer fails to make a P&I Advance that it is required to make under the PSA, the trustee will be required to make the required P&I Advance in accordance with the terms of the PSA.

If an Appraisal Reduction Amount has been determined with respect to any Mortgage Loan (or, in the case of a Non-Serviced Mortgage Loan, an appraisal reduction has been made in accordance with the related Non-Serviced PSA and the master servicer has notice of such appraisal reduction amount) and such Mortgage Loan experiences subsequent delinquencies, then the interest portion of any P&I Advance in respect of that Mortgage Loan for the related Distribution Date will be reduced (there will be no reduction in the principal portion, if any, of such P&I Advance) to equal the product of (x) the amount of the interest portion of the P&I Advance for that Mortgage Loan for the related Distribution Date without regard to this sentence, and (y) a fraction, expressed as a percentage, the numerator of which is equal to the Stated Principal Balance of that Mortgage Loan immediately prior to the related Distribution Date, net of the related Appraisal Reduction Amount (or, in the case of any Whole Loan, the portion of such Appraisal Reduction Amount allocated to the related Mortgage Loan), if any, and the denominator of which is equal to the Stated Principal Balance of that Mortgage Loan immediately prior to the related Distribution Date.

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None of the master servicers or the trustee will be required to make a P&I Advance for a balloon payment, default interest, late payment charges, Yield Maintenance Charges, Prepayment Premiums or Excess Interest or with respect to any Companion Loan.

Servicing Advances

In addition to P&I Advances, except as otherwise described under “—Recovery of Advances” below and except in certain limited circumstances described below, each master servicer will also be obligated (subject to the limitations described in this prospectus), to make advances (“Servicing Advances” and, collectively with P&I Advances, “Advances”) in connection with the servicing and administration of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) for which it acts as master servicer and any related Serviced Companion Loan, as applicable, in respect of which a default, delinquency or other unanticipated event has occurred or is reasonably foreseeable, or, in connection with the servicing and administration of any Mortgaged Property securing such Mortgage Loan (other than a Non-Serviced Mortgage Loan) or REO Property (other than REO Property related to a Non-Serviced Mortgage Loan), in order to pay delinquent real estate taxes, assessments and hazard insurance premiums and to cover other similar costs and expenses necessary to preserve the priority of or enforce the related Mortgage Loan documents or to protect, lease, manage and maintain the related Mortgaged Property. To the extent that either master servicer fails to make a Servicing Advance that it is required to make under the PSA and the trustee has received notice or otherwise has actual knowledge of this failure, the trustee will be required to make the required Servicing Advance in accordance with the terms of the PSA.

However, none of the master servicers, the special servicers or the trustee will make any Servicing Advance in connection with the exercise of any cure rights or purchase rights granted to the holder of a Serviced Pari Passu Companion Loan under the related Intercreditor Agreement or the PSA.

The special servicers will have no obligation to make any Servicing Advances. However, in an urgent or emergency situation requiring the making of a Servicing Advance, the applicable special servicer may make such Servicing Advance, and the applicable master servicer will be required to reimburse such special servicer for such Advance (with interest on that Advance) within a specified number of days as set forth in the PSA, unless such Advance is determined to be nonrecoverable by the applicable master servicer in its reasonable judgment (in which case it will be reimbursed out of the applicable Collection Account). Once the applicable special servicer is reimbursed, the applicable master servicer will be deemed to have made such special servicer’s Servicing Advance as of the date made by that special servicer, and will be entitled to reimbursement with interest on that Advance in accordance with the terms of the PSA.

No Servicing Advances will be made with respect to any Serviced Whole Loan if the related Mortgage Loan is no longer held by the issuing entity or if such Serviced Whole Loan is no longer serviced under the PSA and no Servicing Advances will be made for any Non-Serviced Whole Loans under the PSA. Any requirement of either master servicer or the trustee to make an Advance in the PSA is intended solely to provide liquidity for the benefit of the Certificateholders and not as credit support or otherwise to impose on any such person the risk of loss with respect to one or more Mortgage Loans or the related Companion Loan.

The applicable master servicer will also be obligated to make Servicing Advances with respect to any Serviced Whole Loan. With respect to a Non-Serviced Whole Loan, the applicable servicer under the related Non-Serviced PSA will be obligated to make property

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protection advances with respect to such Non-Serviced Whole Loan. See “—Servicing of the Non-Serviced Mortgage Loans”, “—Servicing of the Servicing Shift Mortgage Loans” below and “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “—The Non-Serviced AB Whole Loan”.

Nonrecoverable Advances

Notwithstanding the foregoing, none of the master servicers, the special servicers or the trustee will be obligated to make any Advance that the applicable master servicer or the applicable special servicer, in accordance with the Servicing Standard, or the trustee, in its good faith business judgment, determines would, if made, not be recoverable (including recovery of interest on the Advance) out of Related Proceeds (a “Nonrecoverable Advance”). In addition, each special servicer may, at its option make a determination in accordance with the Servicing Standard that any P&I Advance or Servicing Advance, if made, would be a Nonrecoverable Advance, and if it makes such a determination, must deliver to the applicable master servicer (and, with respect to a Serviced Pari Passu Mortgage Loan, to the applicable master servicer or special servicer under the pooling and servicing agreement governing any securitization trust into which a related Serviced Pari Passu Companion Loan is deposited, and, with respect to each Non-Serviced Mortgage Loan, the related Non-Serviced Master Servicer and Non-Serviced Special Servicer), the certificate administrator, the trustee, the operating advisor and the 17g-5 Information Provider notice of such determination, which determination will be conclusive and binding on the applicable master servicer and the trustee. Each special servicer will have no such obligation to make an affirmative determination that any P&I Advance or Servicing Advance is, or would be, recoverable, and in the absence of a determination by such special servicer that such an Advance is nonrecoverable, each such decision will remain with the applicable master servicer or the trustee, as applicable. If either special servicer makes a determination that only a portion, and not all, of any previously made or proposed P&I Advance or Servicing Advance is nonrecoverable, the applicable master servicer and the trustee will have the right to make its own subsequent determination that any remaining portion of any such previously made or proposed P&I Advance or Servicing Advance is nonrecoverable.

In making such non-recoverability determination, each person will be entitled to consider (among other things): (a) (i) the obligations of the borrower under the terms of the related Mortgage Loan or Companion Loan, as applicable, as it may have been modified, and (ii) the related Mortgaged Properties in their “as-is” or then-current conditions and occupancies, as modified by such party’s assumptions regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, (b) estimated future expenses, (c) estimated timing of recoveries, and (d) the existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being deferred or delayed by the applicable master servicer or the trustee because there is insufficient principal available for such recovery, in light of the fact that Related Proceeds are a source of recovery not only for the Advance under consideration but also a potential source of recovery for such delayed or deferred Advance. In addition, any such person may update or change its recoverability determinations (but not reverse any other person’s determination that an Advance is nonrecoverable) at any time and may obtain at the expense of the issuing entity any reasonably required analysis, appraisals or market value estimates or other information for such purposes. Absent bad faith, any non-recoverability determination described in this paragraph will be conclusive and binding on the Certificateholders. Each master servicer and the trustee will be entitled to rely conclusively on and will be bound by any non-recoverability determination of the applicable special servicer. Nonrecoverable Advances will represent a portion of the losses to be borne by the Certificateholders.

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With respect to a Non-Serviced Whole Loan, if any servicer under the related Non-Serviced PSA determines that a principal and interest advance with respect to the related Non-Serviced Companion Loan, if made, would be nonrecoverable, such determination will not be binding on the applicable master servicer and the trustee as it relates to any proposed P&I Advance with respect to such Non-Serviced Mortgage Loan. Similarly, with respect to a Non-Serviced Mortgage Loan, if the applicable master servicer or the applicable special servicer determines that any P&I Advance with respect to such Non-Serviced Mortgage Loan, if made, would be nonrecoverable, such determination will not be binding on the related Non-Serviced Master Servicer and Non-Serviced Trustee as such determination relates to any proposed P&I Advance with respect to the related Non-Serviced Companion Loan (unless the related Non-Serviced PSA provides otherwise).

Recovery of Advances

Each master servicer, each special servicer and the trustee, as applicable, will be entitled to recover (a) any Servicing Advance made out of its own funds from any amounts collected in respect of a Mortgage Loan (or, consistent with the related Intercreditor Agreement, a Serviced Whole Loan) as to which such Servicing Advance was made, and (b) any P&I Advance made out of its own funds from any amounts collected in respect of the Mortgage Loan as to which such P&I Advance was made, whether in the form of late payments, insurance and condemnation proceeds, liquidation proceeds or otherwise from the related Mortgage Loan or Mortgaged Property (“Related Proceeds”). Each master servicer, each special servicer and the trustee will be entitled to recover any Advance by it that it subsequently determines to be a Nonrecoverable Advance out of general collections on or relating to the Mortgage Loans on deposit in the Collection Accounts (first from principal collections and then from any other collections). Amounts payable in respect of any Serviced Pari Passu Companion Loan pursuant to the related Intercreditor Agreement will not be available for distributions on the certificates or for the reimbursement of Nonrecoverable Advances of principal or interest with respect to the related Mortgage Loan, but will be available, in accordance with the PSA and related Intercreditor Agreement, for the reimbursement of any Servicing Advances with respect to the related Serviced Whole Loan. If a Servicing Advance by the applicable master servicer or the applicable special servicer (or trustee, as applicable) on a Serviced Whole Loan becomes a Nonrecoverable Advance and the applicable master servicer, the applicable special servicer or the trustee, as applicable, is unable to recover such amounts from related proceeds or the related Companion Loan, as applicable, the applicable master servicer, the applicable special servicer or the trustee (as applicable) will be permitted to recover such Nonrecoverable Advance (including interest thereon) out of general collections on or relating to the Mortgage Loans on deposit in the Collection Accounts.

If the funds in the Collection Accounts relating to the Mortgage Loans allocable to principal on the Mortgage Loans are insufficient to fully reimburse the party entitled to reimbursement, then such party as an accommodation may elect, on a monthly basis, at its sole option and discretion to defer reimbursement of the portion that exceeds such amount allocable to principal (in which case interest will continue to accrue on the unreimbursed portion of the advance) for a time as required to reimburse the excess portion from principal for a consecutive period up to 12 months (provided that, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder, any such deferral exceeding 6 months will require, prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder) and any election to so defer will be deemed to be in accordance with the Servicing Standard; provided that no such deferral may occur at any time to the extent that amounts otherwise distributable as principal are available for such reimbursement.

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In connection with a potential election by either master servicer or the trustee to refrain from the reimbursement of all or a portion of a particular Nonrecoverable Advance during the Collection Period for any Distribution Date, such master servicer or the trustee will be authorized to wait for principal collections on the Mortgage Loans to be received until the end of such Collection Period before making its determination of whether to refrain from the reimbursement of all or a portion of a particular Nonrecoverable Advance; provided, however, that if, at any time a master servicer or the trustee, as applicable, elects, in its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during a Collection Period will exceed the full amount of the principal portion of general collections on or relating to the Mortgage Loans deposited in the Collection Accounts for such Distribution Date, then such master servicer or the trustee, as applicable, will be required to use its reasonable efforts to give the 17g-5 Information Provider 15 days’ notice of such determination for posting on the 17g-5 Information Provider’s website, unless extraordinary circumstances make such notice impractical, which means (1) that party determines in its sole discretion that waiting 15 days after such a notice could jeopardize its ability to recover such Nonrecoverable Advance, (2) changed circumstances or new or different information becomes known to that party that could affect or cause a determination or whether any Advance is a Nonrecoverable Advance or whether to deter reimbursement of a Nonrecoverable Advance or the determination in clause (1) above, or (3) in the case of a master servicer, it has not timely received from the trustee information required by such master servicer to consider in determining whether to defer reimbursement of a Nonrecoverable Advance. If any of the circumstances described in clause (1), clause (2) or clause (3) above apply, the applicable master servicer or trustee, as applicable, must give the 17g-5 Information Provider notice (in accordance with the procedures regarding Rule 17g-5 set forth in the PSA) of the anticipated reimbursement as soon as reasonably practicable. Notwithstanding the foregoing, failure to give such notice will in no way affect the applicable master servicer’s or the trustee’s election whether to refrain from obtaining such reimbursement or right to obtain reimbursement.

Each master servicer, each special servicer and the trustee will be entitled to recover any Advance that is outstanding at the time that a Mortgage Loan is modified but is not repaid in full by the borrower in connection with such modification but becomes an obligation of the borrower to pay such amounts in the future (such Advance, together with interest on that Advance, a “Workout-Delayed Reimbursement Amount”) out of principal collections on the Mortgage Loans in the Collection Accounts.

Any amount that constitutes all or a portion of any Workout-Delayed Reimbursement Amount may in the future be determined to constitute a Nonrecoverable Advance and thereafter will be recoverable as any other Nonrecoverable Advance.

In connection with its recovery of any Advance, each master servicer, each special servicer and the trustee will be entitled to be paid, out of any amounts relating to the Mortgage Loans then on deposit in the Collection Accounts, interest at the Prime Rate (the “Reimbursement Rate”) accrued on the amount of the Advance from the date made to, but not including, the date of reimbursement. Neither the applicable master servicer nor the trustee will be entitled to interest on P&I Advances if the related Periodic Payment is received on or before the related Due Date and any applicable grace period has expired or if the related Periodic Payment is received after the Determination Date but on or prior to the P&I Advance Date. The “Prime Rate” will be the prime rate, for any day, set forth in The Wall Street Journal, New York City edition.

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See “—Servicing of the Non-Serviced Mortgage Loans” for reimbursements of servicing advances made in respect of a Non-Serviced Whole Loan under the related Non-Serviced PSA.

Accounts

Each master servicer is required to establish and maintain, or cause to be established and maintained, one or more accounts and subaccounts (each, a “Collection Account”) in its own name on behalf of the trustee and for the benefit of the Certificateholders. Each master servicer is required to deposit in its Collection Account on a daily basis (and in no event later than the 2nd business day following receipt in available and properly identified funds) all payments and collections due after the Cut-off Date and other amounts received or advanced with respect to the Mortgage Loans for which it acts as master servicer (including, without limitation, all proceeds (the “Insurance and Condemnation Proceeds”) received under any hazard, title or other insurance policy that provides coverage with respect to a Mortgaged Property or the related Mortgage Loan or in connection with the full or partial condemnation of a Mortgaged Property (other than proceeds applied to the restoration of the Mortgaged Property or released to the related borrower in accordance with the Servicing Standard (or, if applicable, a special servicer) and/or the terms and conditions of the related Mortgage) and all other amounts received and retained in connection with the liquidation (including any full, partial or discounted payoff) of any Mortgage Loan that is defaulted and any related defaulted Companion Loan or property acquired by foreclosure or otherwise (the “Liquidation Proceeds”)) together with the net operating income (less reasonable reserves for future expenses) derived from the operation of any REO Properties. Notwithstanding the foregoing, the collections on any Whole Loan will be limited to the portion of such amounts that are payable to the holder of the related Mortgage Loan pursuant to the related Intercreditor Agreement.

The applicable master servicer will also be required to establish and maintain a segregated custodial account (the “Companion Distribution Account”) with respect to the Serviced Companion Loans, which may be a sub-account of its Collection Account, and deposit amounts collected in respect of such Serviced Companion Loan in such Companion Distribution Account. The issuing entity will only be entitled to amounts on deposit in any Companion Distribution Account to the extent these funds are not otherwise payable to the holder of a Serviced Companion Loan or payable or reimbursable to any party to the PSA. Any amounts in a Companion Distribution Account to which the issuing entity is entitled will be transferred on a monthly basis to its Collection Account.

With respect to each Distribution Date, each master servicer will be required to disburse from its Collection Account and remit to the certificate administrator for deposit into the Lower-Tier REMIC Distribution Account, to the extent of funds on deposit in such Collection Account and in respect of the Mortgage Loans for which it acts as master servicer, on the related P&I Advance Date, the Aggregate Available Funds for such Distribution Date and any Yield Maintenance Charges or Prepayment Premiums received as of the related Determination Date. The certificate administrator is required to establish and maintain various accounts, including a “Lower-Tier REMIC Distribution Account” and a “Upper-Tier REMIC Distribution Account”, both of which may be sub-accounts of a single account, (collectively, the “Distribution Accounts”), in its own name on behalf of the trustee and for the benefit of the Certificateholders.

On each Distribution Date, the certificate administrator is required to apply amounts on deposit in the Upper-Tier REMIC Distribution Account (which will include all funds that were remitted by the master servicers from the Collection Accounts, plus, among other things, any P&I Advances less amounts, if any, distributable to the Class V and Class R certificates

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or distributable to the RR Interest with respect to its interest in the Grantor Trust) as set forth in the PSA generally to make distributions of interest and principal from Available Funds to the holders of the Regular Certificates (other than the RR Interest) and to make distributions of interest and principal from Retained Certificate Available Funds to the holders of the RR Interest, as described under “Description of the Certificates—Available Funds—Priority of Distributions” and “Credit Risk Retention—RR Interest—Priority of Distributions”, respectively.

The certificate administrator is also required to establish and maintain an account (the “Interest Reserve Account”) which may be a sub-account of the Distribution Account, in its own name on behalf of the trustee for the benefit of the Certificateholders. On the P&I Advance Date occurring each February and on any P&I Advance Date occurring in any January which occurs in a year that is not a leap year (in each case, unless the related Distribution Date is the final Distribution Date), the certificate administrator will be required to deposit amounts remitted by the master servicers or P&I Advances made on the related Mortgage Loans into the Interest Reserve Account during the related interest period, in respect of the Mortgage Loans that accrue interest on an Actual/360 Basis (collectively, the “Actual/360 Loans”), in an amount equal to one day’s interest at the Net Mortgage Rate for each such Actual/360 Loan on its Stated Principal Balance and as of the Due Date in the month preceding the month in which the P&I Advance Date occurs, to the extent a Periodic Payment or P&I Advance or other deposit is made in respect of the Mortgage Loans (all amounts so deposited in any consecutive January (if applicable) and February, “Withheld Amounts”). On the P&I Advance Date occurring each March (or February, if the related Distribution Date is the final Distribution Date), the certificate administrator will be required to withdraw from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding January (if applicable) and February, if any, and deposit that amount into the Lower-Tier REMIC Distribution Account.

The certificate administrator is also required to establish and maintain an account (the “Excess Interest Distribution Account”), which may be a sub-account of the Distribution Account, in its own name on behalf of the trustee for the benefit of the holders of the Class V certificates and the RR Interest. Prior to the applicable Distribution Date, the applicable master servicer is required to remit to the certificate administrator for deposit into the Excess Interest Distribution Account an amount equal to the Excess Interest received by such master servicer on or prior to the related Determination Date.

The certificate administrator may be required to establish and maintain two accounts (the “Gain-on-Sale Reserve Account” and the “Retained Certificate Gain-on-Sale Reserve Account”), each of which may be a sub-account of the Distribution Account, in its own name on behalf of the trustee for the benefit of the Certificateholders of the Non-Retained Certificate and of the RR Interest, respectively. To the extent that any gains are realized on sales of Mortgaged Properties (or, with respect to any Whole Loan, the portion of such amounts that are payable on the related Mortgage Loan pursuant to the related Intercreditor Agreement), such gains will be deposited into the Gain-on-Sale Reserve Account in an amount equal to the Non-Retained Percentage multiplied by such gains and into the Retained Certificate Gain-on-Sale Reserve Account in an amount equal to the Retained Certificate Risk Retention Percentage multiplied by such amounts. Amounts in the Gain-on-Sale Reserve Account will be applied on the applicable Distribution Date as part of Available Funds to all amounts due and payable on the Regular Certificates (other than the RR Interest)(including to reimburse for Realized Losses previously allocated to such certificates), and amounts in the Retained Certificate Gain-on-Sale Reserve Account will be applied on the applicable Distribution Date as part of Retained Certificate Available Funds to all amounts due and payable on the RR Interest (including to reimburse for Retained

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Certificate Realized Losses previously allocated to such certificates). Any remaining amounts will be held in the Gain-on-Sale Reserve Account and Retained Certificate Gain-on-Sale Reserve Account, as applicable, and applied to offset shortfalls and losses incurred on subsequent Distribution Dates as described above. Any remaining amounts not necessary to offset any shortfalls or losses on the final Distribution Date will be distributed on the Class R certificates after all amounts payable to the Regular Certificates have been made.

Each special servicer will also be required to establish one or more segregated custodial accounts (each, an “REO Account”) for collections from REO Properties for which each special servicer is responsible. Each REO Account will be maintained by the applicable special servicer in its own name on behalf of the trustee and for the benefit of the Certificateholders.

The Collection Accounts, the Distribution Accounts, the Interest Reserve Account, the Companion Distribution Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve Account, the Retained Certificate Gain-on-Sale Reserve Account and the REO Accounts are collectively referred to as the “Securitization Accounts” (but with respect to any Whole Loan, only to the extent of the issuing entity’s interest in the Whole Loan). Each of the foregoing accounts will be held at a depository institution or trust company meeting the requirements of the PSA.

Amounts on deposit in the foregoing accounts may be invested in certain United States government securities and other investments meeting the requirements of the PSA (“Permitted Investments”). Interest or other income earned on funds in the accounts maintained by either master servicer, the certificate administrator or either special servicer will be payable to each of them as additional compensation, and each of them will be required to bear any losses resulting from its investment of such funds.

Withdrawals from the Collection Accounts

Either master servicer may, from time to time, make withdrawals from its Collection Account (or the applicable subaccount of such Collection Account, exclusive of the Companion Distribution Account that may be a subaccount of such Collection Account) for any of the following purposes, in each case only to the extent permitted under the PSA and with respect to any Serviced Whole Loan, subject to the terms of the related Intercreditor Agreement, without duplication (the order set forth below not constituting an order of priority for such withdrawals):

(i)       to remit on each P&I Advance Date (A) to the certificate administrator for deposit into the Lower-Tier REMIC Distribution Account certain portions of the Aggregate Available Funds and any Prepayment Premiums or Yield Maintenance Charges attributable to the Mortgage Loans for which it acts as master servicer on the related Distribution Date or (B) to the certificate administrator for deposit into the Excess Interest Distribution Account an amount equal to the Excess Interest received in the applicable one-month period ending on the related Determination Date, if any;

(ii)       to pay or reimburse the applicable master servicer, the applicable special servicer and the trustee, as applicable, pursuant to the terms of the PSA for Advances made by any of them and interest on Advances (such master servicer’s, special servicer’s or the trustee’s respective right, as applicable, to reimbursement for items described in this clause (ii) being limited as described above under “—Advances”) (provided that with respect to any Serviced Whole Loan, such reimbursements are subject to the terms of the related Intercreditor Agreement);

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(iii)      to pay to the applicable master servicer and special servicer, as compensation, the aggregate unpaid servicing compensation;

(iv)      to pay to the operating advisor the Operating Advisor Consulting Fee (but, with respect to the period when the outstanding Certificate Balances of the Control Eligible Certificates have not been reduced to zero as a result of the allocation of Realized Losses to such certificates, only to the extent actually received from the related borrower) or the Operating Advisor Fee;

(v)       to pay to the asset representations reviewer the Asset Representations Reviewer Fee and any unpaid Asset Representations Reviewer Asset Review Fee (but only to the extent such Asset Representations Reviewer Asset Review Fee is to be paid by the issuing entity);

(vi)      to reimburse the trustee, the applicable special servicer and the applicable master servicer, as applicable, for certain Nonrecoverable Advances or Workout-Delayed Reimbursement Amounts;

(vii)      to reimburse the applicable master servicer, the applicable special servicer or the trustee, as applicable, for any unreimbursed expenses reasonably incurred with respect to each related Mortgage Loan that has been repurchased or substituted by such person pursuant to the PSA or otherwise;

(viii)     to reimburse the applicable master servicer or the applicable special servicer for any unreimbursed expenses reasonably incurred by such person in connection with the enforcement of the related mortgage loan seller’s obligations under the applicable section of the related MLPA;

(ix)      to pay for any unpaid costs and expenses incurred by the issuing entity;

(x)       to pay itself and the applicable special servicer, as applicable, as additional servicing compensation, (A) interest and investment income earned in respect of amounts relating to the issuing entity held in its Collection Account and the Companion Distribution Account (but only to the extent of the net investment earnings during the applicable one month period ending on the related Distribution Date) and (B) certain penalty charges and default interest;

(xi)      to recoup any amounts deposited in its Collection Account in error;

(xii)     to the extent not reimbursed or paid pursuant to any of the above clauses, to reimburse or pay the applicable master servicer, the applicable special servicer, the operating advisor, the asset representations reviewer, the depositor or any of their respective directors, officers, members, managers, employees and agents, unpaid additional expenses of the issuing entity and certain other unreimbursed expenses incurred by such person pursuant to and to the extent reimbursable under the PSA and to satisfy any indemnification obligations of the issuing entity under the PSA;

(xiii)    to pay for the cost of the opinions of counsel or the cost of obtaining any extension to the time in which the issuing entity is permitted to hold REO Property;

(xiv)    to pay any applicable federal, state or local taxes imposed on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent that none of the applicable master servicer, the applicable special servicer, the certificate administrator or the trustee is liable under the PSA;

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(xv)       to pay the CREFC^® Intellectual Property Royalty License Fee;

(xvi)      to reimburse the certificate administrator out of general collections on the Mortgage Loans and REO Properties for legal expenses incurred by and reimbursable to it by the issuing entity of any administrative or judicial proceedings related to an examination or audit by any governmental taxing authority;

(xvii)      to pay the related mortgage loan seller or any other person, with respect to each Mortgage Loan, if any, previously purchased or replaced by such person pursuant to the PSA, all amounts received thereon subsequent to the date of purchase or replacement relating to periods after the date of purchase or replacement;

(xviii)     to remit to the certificate administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the Interest Reserve Account pursuant to the PSA;

(xix)      in accordance with the terms of the PSA, to pay or reimburse the applicable person for any Uncovered Amount in respect of any other master servicer’s Collection Account, any such person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds in the subject master servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements contemplated to be made out of the subject master servicer’s Collection Account pursuant to any of clauses (i)-(xviii) above;

(xx)       to remit to the companion paying agent for deposit into the Companion Distribution Account the amounts required to be deposited pursuant to the PSA; and

(xxi)      to clear and terminate its Collection Account pursuant to a plan for termination and liquidation of the issuing entity.

As used in clause (xix) above, “Uncovered Amount” means, with respect to any master servicer’s Collection Account, any additional trust fund expense, Nonrecoverable Advance or other item that would be payable or reimbursable out of general funds (as opposed to a specific source of funds) in such Collection Account pursuant to the PSA, but which cannot be so paid or reimbursed because such general funds are insufficient to cover such payment or reimbursement; provided that any such additional trust fund expense, Nonrecoverable Advance or other item will be an Uncovered Amount only to the extent that such general funds are insufficient to cover the payment or reimbursement thereof.

No amounts payable or reimbursable to parties to the PSA out of general collections that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable to the related Companion Loan.

Certain costs and expenses (such as a pro rata share of any related Servicing Advances) allocable to a Mortgage Loan that is part of a Serviced Whole Loan may be paid or reimbursed out of payments and other collections on the other Mortgage Loans, subject to the issuing entity’s right to reimbursement from future payments and other collections on the related Companion Loan or from general collections with respect to the securitization of the related Companion Loan. If the applicable master servicer makes, with respect to any related Serviced Whole Loan, any reimbursement or payment out of its Collection Account to cover the related Serviced Pari Passu Companion Loan’s share of any cost, expense, indemnity, Servicing Advance or interest on such Servicing Advance, or fee with respect to such Serviced Whole Loan, then such master servicer (with respect to a Mortgage Loan that is not a Specially Serviced Loan or a Non-Serviced Mortgage Loan) or such special servicer

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(with respect to Specially Serviced Loans and REO Properties) must use efforts consistent with the Servicing Standard to collect such amount out of collections on such Serviced Pari Passu Companion Loan or, if and to the extent permitted under the related Intercreditor Agreement, from the holder of the related Serviced Pari Passu Companion Loan.

Each master servicer will also be entitled to make withdrawals, from time to time, from the applicable Collection Account of amounts necessary for the payments or reimbursements required to be paid to the parties to the applicable Non-Serviced PSA, pursuant to the applicable Intercreditor Agreement and the applicable Non-Serviced PSA. See “—Servicing of the Non-Serviced Mortgage Loans”.

If a P&I Advance is made with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) that is part of a Whole Loan, then that P&I Advance, together with interest on such P&I Advance, may only be reimbursed out of future payments and collections on that Mortgage Loan or, as and to the extent described under “—Advances” above, on other Mortgage Loans, but not out of payments or other collections on the related Serviced Companion Loan. Likewise, the Certificate Administrator/Trustee Fee, the Operating Advisor Fee and the Asset Representations Reviewer Fee that accrue with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) that is part of a Whole Loan and any other amounts payable to the operating advisor may only be paid out of payments and other collections on such Mortgage Loan and/or the Mortgage Pool generally, but not out of payments or other collections on the related Serviced Companion Loan.

Servicing and Other Compensation and Payment of Expenses

General

The parties to the PSA other than the depositor will be entitled to payment of certain fees as compensation for services performed under the PSA. Below is a summary of the fees payable to the parties to the PSA from amounts that the issuing entity is entitled to receive. In addition, CREFC^® will be entitled to a license fee for use of its names and trademarks, including the CREFC^® Investor Reporting Package. Certain additional fees and costs payable by the related borrowers are allocable to the parties to the PSA other than the depositor, but such amounts are not payable from amounts that the issuing entity is entitled to receive.

The amounts available for distribution on the certificates on any Distribution Date will generally be net of the following amounts:

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Type/Recipient(1)	Amount(1)	Source(1)	Frequency
Fees
Master Servicing Fee / Master Servicers	With respect to the Mortgage Loans and any related Serviced Companion Loan, the product of the monthly portion of the related annual Servicing Fee Rate calculated on the Stated Principal Balance of such Mortgage Loan and any related Serviced Companion Loan.	Out of recoveries of interest with respect to the related Mortgage Loan (and any related Serviced Companion Loan) or if unpaid after final recovery on the related Mortgage Loan, out of general collections on deposit in the Collection Accounts with respect to the other Mortgage Loans.	Monthly
Special Servicing Fee / Special Servicers	With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and the related Serviced Companion Loan that are Specially Serviced Loans, the product of the monthly portion of the related annual Special Servicing Fee Rate calculated on the Stated Principal Balance of such Specially Serviced Loan.	First, from Liquidation Proceeds, Insurance and Condemnation Proceeds, and collections in respect of the related Mortgage Loan (and any related Serviced Companion Loan), and then from general collections on deposit in the Collection Accounts with respect to the other Mortgage Loans.	Monthly
Workout Fee / Special Servicers(2)	With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and the related Serviced Companion Loan that are Corrected Loans, the Workout Fee Rate multiplied by all payments of interest and principal received on such Mortgage Loan and the related Serviced Companion Loan for so long as they remain a Corrected Loan.	Out of each collection of interest, principal, and prepayment consideration received on the related Mortgage Loan (and each related Serviced Companion Loan) and then from general collections on deposit in the Collection Accounts with respect to the other Mortgage Loans.	Time to time
Liquidation Fee /Special Servicers(2)	With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is a Specially Serviced Loan (or REO Property) for which the applicable special servicer obtains (i) a full, partial or discounted payoff, (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds, or (iii) Loss of Value Payments, an amount calculated by application of a Liquidation Fee Rate to the related payment or proceeds (exclusive of default interest).	From any Liquidation Proceeds, Insurance and Condemnation Proceeds, Loss of Value Payments and any other revenues received with respect to the related Mortgage Loan (and each related Serviced Companion Loan) and then from general collections on deposit in the Collection Accounts with respect to the other Mortgage Loans.	Time to time
Additional Servicing Compensation / Master Servicers and/or Special Servicers(3)	All modification fees, assumption application fees, defeasance fees, assumption, waiver, consent and earnout fees, late payment charges, default interest, review fees and other similar fees actually	Related payments made by borrowers with respect to the related Mortgage Loans and any related Serviced Companion Loan.	Time to time

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Type/Recipient(1)	Amount(1)	Source(1)	Frequency
	collected on the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan.
Certificate Administrator / Trustee Fee / Certificate Administrator	With respect to each Distribution Date, an amount equal to the product of the monthly portion of the annual Certificate Administrator/Trustee Fee Rate multiplied by the Stated Principal Balance of each Mortgage Loan.	Out of general collections with respect to Mortgage Loans on deposit in the Collection Accounts or the Distribution Account.	Monthly
Certificate Administrator / Trustee Fee / Trustee	With respect to each Distribution Date, an amount equal to the monthly portion of the annual Certificate Administrator/Trustee Fee	Out of general collections with respect to Mortgage Loans on deposit in the Collection Accounts or the Distribution Account.	Monthly
Operating Advisor Fee / Operating Advisor	With respect to each Distribution Date, an amount equal to the product of the monthly portion of the annual Operating Advisor Fee Rate multiplied by the Stated Principal Balance of each Mortgage Loan (excluding each Non-Serviced Mortgage Loan, Servicing Shift Mortgage Loan and each related Companion Loan).	First, out of recoveries of interest with respect to the related Mortgage Loan and then, if the related Mortgage Loan has been liquidated, out of general collections on deposit in the Collection Accounts with respect to the other Mortgage Loans.	Monthly
Operating Advisor Consulting Fee / Operating Advisor	$10,000 for each Major Decision made with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or Servicing Shift Mortgage Loan and each related Companion Loan) or, with respect to the period when the outstanding Certificate Balances of the Control Eligible Certificates have not been reduced to zero as a result of the allocation of Realized Losses to such certificates, such lesser amount as the related borrower agrees to pay with respect to such Mortgage Loan.	Payable by the related borrower when incurred during the period when the outstanding Certificate Balances of the Control Eligible Certificates and the corresponding portion of the RR Interest have not been reduced to zero as a result of the allocation of Realized Losses to such certificates; and when incurred subsequent to such period, out of general collections on deposit in the Collection Accounts.	Time to time
Asset Representations Reviewer Fee / Asset Representations Reviewer	With respect to each Distribution Date, an amount equal to the product of the monthly portion of the annual Asset Representations Reviewer Fee Rate multiplied by the Stated Principal Balance of each Mortgage Loan (including each Non-Serviced Mortgage Loan, but excluding each Companion Loan).	Out of general collections on deposit in the Collection Accounts.	Monthly

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Type/Recipient(1)	Amount(1)	Source(1)	Frequency
Asset Representations Reviewer Upfront Fee	A fee of $5,000 on the Closing Date.	Payable by the mortgage loan sellers.	At closing
Asset Representations Reviewer Asset Review Fee	For (a) each Delinquent Loan identified on Annex A-1 as not being secured by a residential cooperative property, the sum of: (i) $15,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Loan with a Cut-off Date Balance less than $20,000,000, (ii) $20,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Loan with a Cut-off date Balance greater than or equal to $20,000,000, but less than $40,000,000 or (iii) $25,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Loan with a Cut-off Date Balance greater than or equal to $40,000,000; and (b) each Delinquent Loan identified on Annex A-1 as being secured by a residential cooperative property, $10,000.	Payable by the related mortgage loan seller; provided, however, that if the related mortgage loan seller is insolvent or fails to pay such amount within 90-days of written request by the asset representations reviewer, such fee will be paid by the trust out of general collections on deposit in the Collection Accounts.	In connection with each Asset Review with respect to a Delinquent Loan.
Servicing Advances / Master Servicers, Special Servicers or Trustee	To the extent of funds available, the amount of any Servicing Advances.	First, from funds collected with respect to the related Mortgage Loan (and any related Serviced Companion Loan), and then with respect to any Nonrecoverable Advance or a Workout-Delayed Reimbursement Amount, out of general collections with respect to Mortgage Loans on deposit in the Collection Accounts, subject to certain limitations.	Time to time
Interest on Servicing Advances / Master Servicers, Special Servicers or Trustee	At a rate per annum equal to the Reimbursement Rate calculated on the number of days the related Advance remains unreimbursed.	First, out of late payment charges and default interest on the related Mortgage Loan (and any related Serviced Companion Loan), and then, after or at the same time such Servicing Advance is reimbursed, out of any other amounts then on deposit in the Collection Accounts, subject to certain limitations.	Time to time
P&I Advances / Master Servicers and Trustee	To the extent of funds available, the amount of any P&I Advances.	First, from funds collected with respect to the related Mortgage Loan and then, with respect to a Nonrecoverable Advance or a Workout-Delayed Reimbursement Amount, out of general collections on deposit in the Collection Accounts.	Time to time

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Type/Recipient(1)	Amount(1)	Source(1)	Frequency
Interest on P&I Advances / Master Servicers and Trustee	At a rate per annum equal to the Reimbursement Rate calculated on the number of days the related Advance remains unreimbursed.	First, out of default interest and late payment charges on the related Mortgage Loan and then, after or at the same time such P&I Advance is reimbursed, out of general collections then on deposit in the Collection Accounts with respect to the other Mortgage Loans.	Monthly
Indemnification Expenses / Trustee, Certificate Administrator, Depositor, Master Servicers, Special Servicers, Operating Advisor or Asset Representations Reviewer and any director, officer, employee or agent of any of the foregoing parties	Amount to which such party is entitled for indemnification under the PSA.	Out of general collections with respect to Mortgage Loans on deposit in the Collection Accounts or the Distribution Account (and, under certain circumstances, from collections on any Serviced Companion Loan)	Time to time
CREFC® Intellectual Property Royalty License Fee / CREFC®	With respect to each Distribution Date, an amount equal to the product of the CREFC® Intellectual Property Royalty License Fee Rate multiplied by the outstanding principal amount of each Mortgage Loan.	Out of general collections with respect to Mortgage Loans on deposit in the Collection Accounts.	Monthly
Expenses of the issuing entity not advanced (which may include reimbursable expenses incurred by the operating advisor or asset representations reviewer, expenses relating to environmental remediation or appraisals, expenses of operating REO Property and expenses incurred by any independent contractor hired to operate REO Property)	Based on third party charges.	First from collections on the related Mortgage Loan (income on the related REO Property), if applicable, and then from general collections with respect to Mortgage Loans in the Collection Accounts (and custodial account with respect to a Serviced Companion Loan, if applicable), subject to certain limitations.

⁽¹⁾ With respect to any Mortgage Loan and any related Serviced Companion Loan (or any Specially Serviced Loan) in respect of which an REO Property was acquired, all references to Mortgage Loan, Companion Loan, Specially Serviced Loan in this table will be deemed to also be references to or to also include any REO Loans. With respect to each Non-Serviced Mortgage Loan, the related master servicer, special servicer, certificate administrator, trustee, operating advisor, if any, and/or asset representations reviewer, if any, under the related Non-Serviced PSA will be entitled to receive similar fees and reimbursements with respect to that Non-Serviced Mortgage Loan in amounts, from sources and at frequencies that are similar, but not necessarily identical, to those described above and, in certain cases (for example, with respect to unreimbursed special servicing fees and servicing advances with respect to each Non-Serviced Whole Loan), such amounts may be reimbursable from general collections on the other Mortgage Loans to the extent not recoverable from the related Non-Serviced Whole Loan. In connection with the servicing and administration of any Serviced Whole Loan pursuant to the terms of the PSA and the related Intercreditor Agreement, the applicable master servicer and applicable special servicer will be entitled to servicing compensation, without duplication, with respect to

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the related Serviced Pari Passu Companion Loan as well as the related Mortgage Loan to the extent consistent with the PSA and not prohibited by the related Intercreditor Agreement.

⁽²⁾ Subject to certain offsets as described below. Circumstances as to when a Liquidation Fee is not payable are set forth in this “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses” section.

⁽³⁾ Allocable between the applicable master servicer and the applicable special servicer as provided in the PSA.

Master Servicing Compensation

The fee of each master servicer including the fee of any primary or other sub-servicer (the “Servicing Fee”) will be payable monthly from amounts allocable in respect of interest received in respect of each Mortgage Loan, Serviced Companion Loan (to the extent not prohibited under the related Intercreditor Agreement) and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA), and will accrue at a rate (the “Servicing Fee Rate”) on the Stated Principal Balance of such Mortgage Loan, Serviced Companion Loan or REO Loan, equal to a per annum rate ranging from 0.00375% to 0.08250% (or, with respect to National Cooperative Bank, N.A. Mortgage Loans, 0.080000% per annum). The Servicing Fee payable to the applicable master servicer with respect to any related Serviced Companion Loan will be payable, subject to the terms of the related Intercreditor Agreement, from amounts payable in respect of the related Companion Loan.

In addition to the Servicing Fee, each master servicer will be entitled to retain, as additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan), the following amounts to the extent collected from a borrower relating to a Mortgage Loan and any related Serviced Companion Loan for which it acts as master servicer:

● 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any such Mortgage Loans (other than a Non-Serviced Mortgage Loan) that are not Specially Serviced Loans and any related Serviced Companion Loan to the extent not prohibited by the related Intercreditor Agreement that are Master Servicer Decisions, and for any matter for a Mortgage Loan (including any related Companion Loan) that is not a Specially Serviced Loan which matter involves a Major Decision or a Special Servicer Decision, then such master servicer will be entitled to 50% of such Excess Modification Fees;

● 100% of all assumption application fees and other similar items received on any such Mortgage Loans that are non-Specially Serviced Loans (including any related Serviced Companion Loan to the extent not prohibited by the related Intercreditor Agreement) to the extent such applicable master servicer is processing the underlying transaction and 100% of all defeasance fees (provided that for the avoidance of doubt, any such defeasance fee will not include any modification fees or waiver fees in connection with a defeasance that the applicable special servicer is entitled to under the PSA);

● 100% of assumption, waiver, consent and earnout fees and other similar fees (other than assumption application fees and defeasance fees) pursuant to the PSA on any such Mortgage Loans that are not Specially Serviced Loans (including any related Serviced Companion Loan to the extent not prohibited by the related Intercreditor Agreement) relating to Master Servicer Decisions, and for any matter for a Mortgage Loan (including any related Companion Loan) that is not a Specially Serviced Loan which matter involves a Major Decision or a Special Servicer Decision, then such

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master servicer will be entitled to 50% of such assumption, waiver, consent and earnout fees and other similar fees;

● with respect to accounts held by such applicable master servicer, 100% of charges by such master servicer collected for checks returned for insufficient funds;

● 100% of charges for beneficiary statements or demands actually paid by the related borrowers under such Mortgage Loans (and any related Serviced Companion Loan) that are not Specially Serviced Loans;

● the excess, if any, of Prepayment Interest Excesses over Prepayment Interest Shortfalls arising from any principal prepayments on such Mortgage Loans and any related Serviced Pari Passu Companion Loan; and

● late payment charges and default interest paid by such borrowers (that were accrued while the related Mortgage Loans (other than a Non-Serviced Mortgage Loan) or any related Serviced Companion Loan (to the extent not prohibited by the related Intercreditor Agreement) were not Specially Serviced Loans), but only to the extent such late payment charges and default interest are not needed to pay interest on Advances or certain additional trust fund expenses (excluding Special Servicing Fees, Liquidation Fees and Workout Fees) incurred with respect to the related Mortgage Loan or, if provided under the related Intercreditor Agreement, any related Serviced Companion Loan since the Closing Date.

Notwithstanding anything to the contrary, the applicable master servicer and the applicable special servicer will each be entitled to charge and retain reasonable review fees in connection with any borrower request to the extent such fees are not prohibited under the related Mortgage Loan documents and are actually paid by or on behalf of the related borrower.

With respect to any of the preceding fees as to which both the applicable master servicer and the applicable special servicer are entitled to receive a portion thereof, such master servicer and such special servicer will each have the right in their sole discretion, but not any obligation, to reduce or elect not to charge its respective portion of such fee; provided that (A) neither the applicable master servicer nor the applicable special servicer will have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either such master servicer or such special servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or elected not to charge its respective portion of such fee will not have any right to share in any part of the other party’s portion of such fee. If the applicable master servicer decides not to charge any fee, the applicable special servicer will nevertheless be entitled to charge its portion of the related fee to which such special servicer would have been entitled if such master servicer had charged a fee and such master servicer will not be entitled to any of such fee charged by such special servicer. Similarly, if the applicable special servicer decides not to charge any fee, the applicable master servicer will nevertheless be entitled to charge its portion of the related fee to which such master servicer would have been entitled if such special servicer had charged a fee and such special servicer will not be entitled to any portion of such fee charged by such master servicer.

In addition, each master servicer also is authorized but not required to invest or direct the investment of funds held in the related Collection Account and Companion Distribution Account in Permitted Investments, and such master servicer will be entitled to retain any interest or other income earned on those funds and will bear any losses resulting from the investment of these funds, except as set forth in the PSA. Each master servicer also is

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entitled to retain any interest earned on any servicing escrow account maintained by such master servicer, to the extent the interest is not required to be paid to the related borrowers.

See “—Modifications, Waivers and Amendments”.

“Excess Modification Fees” means, with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, the sum of (A) the excess, if any, of (i) any and all Modification Fees with respect to a modification, waiver, extension or amendment of any of the terms of such Mortgage Loan or Serviced Whole Loan, over (ii) all unpaid or unreimbursed additional expenses (including, without limitation, reimbursement of Advances and interest on Advances to the extent not otherwise paid or reimbursed by the borrower but excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously incurred on behalf of the issuing entity with respect to the related Mortgage Loan or Serviced Whole Loan, and reimbursed from such Modification Fees and (B) expenses previously paid or reimbursed from Modification Fees as described in the preceding clause (A), which expenses have been recovered from the related borrower or otherwise.

“Modification Fees” means, with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan, any and all fees with respect to a modification, extension, waiver or amendment that modifies, extends, amends or waives any term of such Mortgage Loan documents and/or related Serviced Companion Loan documents (as evidenced by a signed writing) agreed to by the applicable master servicer or the applicable special servicer, as applicable (other than all assumption fees, assumption application fees, consent fees, defeasance fees, Special Servicing Fees, Liquidation Fees or Workout Fees).

With respect to each master servicer and each special servicer, the Excess Modification Fees collected and earned by such person from the related borrower (taken in the aggregate with any other Excess Modification Fees collected and earned by such person from the related borrower within the prior 12 months of the collection of the current Excess Modification Fees) will be subject to a cap of 1.0% of the outstanding principal balance of the related Mortgage Loan or Serviced Whole Loan on the closing date of the related modification, extension, waiver or amendment (after giving effect to such modification, extension, waiver or amendment) with respect to any Mortgage Loan or Serviced Whole Loan.

The Servicing Fee is calculated on the Stated Principal Balance of each Mortgage Loan (including each Non-Serviced Mortgage Loan and any successor REO Loan) and any related Serviced Companion Loan in the same manner as interest is calculated on such Mortgage Loans and Serviced Companion Loan. The Servicing Fee for each Mortgage Loan and any successor REO Loan is included in the Administrative Cost Rate listed for that Mortgage Loan on Annex A-1. Any Servicing Fee Rate calculated on an Actual/360 Basis will be recomputed on the basis of twelve 30-day months, assuming a 360-day year (“30/360 Basis”) for purposes of calculating the Net Mortgage Rate.

Pursuant to the terms of the PSA, Wells Fargo Bank and National Cooperative Bank, N.A. will each be entitled to retain a portion of the Servicing Fee with respect to each Mortgage Loan and any successor REO Loan (other than a Non-Serviced Mortgage Loan) for which it acts as a master servicer and, to the extent provided for in the related Intercreditor Agreement, each related Serviced Pari Passu Companion Loan, notwithstanding any termination or resignation of such party as master servicer; provided that Wells Fargo Bank and National Cooperative Bank, N.A. may not retain any portion of the Servicing Fee to the

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extent that portion of the Servicing Fee is required to appoint a successor master servicer. In addition, Wells Fargo Bank and National Cooperative Bank, N.A. will have the right to assign and transfer its rights to receive that retained portion of its Servicing Fee to another party.

Each master servicer will be required to pay its overhead and any general and administrative expenses incurred by it in connection with its servicing activities under the PSA. A master servicer will not be entitled to reimbursement for any expenses incurred by it except as expressly provided in the PSA. Each master servicer will be responsible for all fees payable to any sub-servicers. See “Description of the Certificates—Distributions—Method, Timing and Amount”.

With respect to a Non-Serviced Mortgage Loan, the related Non-Serviced Master Servicer (or primary servicer) will be entitled to a primary servicing fee accruing at the rate set forth in the chart entitled “Non-Serviced Mortgage Loans” in the “Summary of Terms—Offered Certificates”.

Special Servicing Compensation

The principal compensation to be paid to each special servicer in respect of its special servicing activities will be the Special Servicing Fee, the Workout Fee and the Liquidation Fee.

The “Special Servicing Fee” will accrue with respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced Mortgage Loan) on a loan-by-loan basis at a rate equal to (i) with respect to Rialto Capital Advisors, LLC, the greater of 0.25% and the per annum rate that would result in a special servicing fee of $3,500, (ii) with respect to National Cooperative Bank, N.A., the greater of 0.25% and the per annum rate that would result in a special servicing fee of $1,000 for the related month and (iii) with respect to Rialto Capital Advisors, LLC and any Mortgage Loan with respect to which the Risk Retention Consultation Party is entitled to consult with the special servicer, for so long as the related Mortgage Loan is a Specially Serviced Loan, and during the continuance of a Consultation Termination Event, $5,000 (the “Special Servicing Fee Rate”), calculated on the basis of the Stated Principal Balance of the related Mortgage Loan (including any REO Loan) and Companion Loan, as applicable, and in the same manner as interest is calculated on the Specially Serviced Loans, and will be payable monthly, first from Liquidation Proceeds, Insurance and Condemnation Proceeds, and collections in respect of the related REO Property or Specially Serviced Loan and then from general collections on all the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any REO Properties. Each Non-Serviced Whole Loan will be subject to a similar special servicing fee pursuant to the related Non-Serviced PSA. For further detail, see “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “—The Non-Serviced AB Whole Loan”.

The “Workout Fee” will generally be payable with respect to each Corrected Loan and will be calculated by application of a “Workout Fee Rate” of 1.00% to each collection (other than penalty charges and Excess Interest) of interest and principal (other than any amount for which a Liquidation Fee would be paid) (including scheduled payments, prepayments, balloon payments, and payments at maturity or anticipated repayment date) received on the Corrected Loan for so long as it remains a Corrected Loan; provided, however, that after receipt by the applicable special servicer of Workout Fees with respect to such Corrected Loan in an amount equal to $25,000, any Workout Fees in excess of such amount will be reduced by the Excess Modification Fee Amount received by such special servicer; provided,

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further, however, that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then such special servicer will be entitled to an amount from the final payment on the related Corrected Loan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable to such special servicer in respect of that Corrected Loan (including any related Serviced Companion Loan) equal to $25,000. The “Excess Modification Fee Amount” with respect to any master servicer or special servicer, any Corrected Loan and any particular modification, waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment of a Workout Fee, is an amount equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related borrower with respect to the related Mortgage Loan (including the related Serviced Companion Loan, if applicable, unless prohibited under the related Intercreditor Agreement) and received and retained by the applicable master servicer or special servicer, as applicable, as compensation within the prior 12 months of such modification, waiver, extension or amendment, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee. The Non-Serviced Whole Loan will be subject to a similar workout fee pursuant to the related Non-Serviced PSA. For further details, see “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans”, “—The Non-Serviced AB Whole Loan” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

The Workout Fee with respect to any Corrected Loan will cease to be payable if the Corrected Loan again becomes a Specially Serviced Loan but will become payable again if and when the Mortgage Loan (including a Serviced Pari Passu Companion Loan) again becomes a Corrected Loan. The Workout Fee with respect to any Specially Serviced Loan that becomes a Corrected Loan will be reduced by any Excess Modification Fees paid by or on behalf of the related borrower with respect to a related Mortgage Loan or REO Loan and received by the applicable special servicer as compensation within the prior 12 months, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.

If either special servicer is terminated (other than for cause) or resigns, it will retain the right to receive any and all Workout Fees payable with respect to a Mortgage Loan or Serviced Pari Passu Companion Loan that became a Corrected Loan during the period that it acted as special servicer and remained a Corrected Loan at the time of that termination or resignation, except that such Workout Fees will cease to be payable if the Corrected Loan again becomes a Specially Serviced Loan. The successor special servicer will not be entitled to any portion of those Workout Fees. If either special servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Loans for which the resigning or terminated special servicer had determined to grant a forbearance or cured the event of default through a modification, restructuring or workout negotiated by such special servicer and evidenced by a signed writing, but which had not as of the time such special servicer resigned or was terminated become a Corrected Loan solely because the borrower had not made 3 consecutive timely Periodic Payments and which subsequently becomes a Corrected Loan as a result of the borrower making such 3 consecutive timely Periodic Payments.

A “Liquidation Fee” will be payable to the applicable special servicer with respect to each Specially Serviced Loan or REO Property (except with respect to any Non-Serviced Mortgage Loan) as to which such special servicer obtains (i) a full, partial or discounted payoff from the related borrower, (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds or (iii) Loss of Value Payments (including with respect to the related Companion Loan, if applicable). The Liquidation Fee for each Specially Serviced Loan (and each related

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Serviced Pari Passu Companion Loan) and REO Property will be payable from, and will be calculated by application of a “Liquidation Fee Rate” of 1.00% to the related payment or proceeds (or, if such rate would result in an aggregate liquidation fee less than $25,000, then the Liquidation Fee Rate will be equal to the lesser of (i) 3.0% and (ii) such lower rate as would result in an aggregate liquidation fee equal to $25,000); provided that the Liquidation Fee with respect to any Specially Serviced Loan will be reduced by the amount of any Excess Modification Fees paid by or on behalf of the related borrower with respect to the related Mortgage Loan (including a Serviced Pari Passu Companion Loan) or REO Property and received by the applicable special servicer as compensation within the prior 12 months, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.

Notwithstanding anything to the contrary described above, no Liquidation Fee will be payable based upon, or out of, Liquidation Proceeds or a Loss of Value Payment received in connection with:

(i)       (A) the repurchase of, or substitution for, any Mortgage Loan or Serviced Pari Passu Companion Loan by a mortgage loan seller for a breach of representation or warranty or for defective or deficient Mortgage Loan documentation within the time period (or extension of such time period) provided for such repurchase or substitution if such repurchase or substitution occurs prior to the termination of such extended period, or (B) the payment of a Loss of Value Payment in connection with any such breach or document defect if the applicable mortgage loan seller makes such Loss of Value Payment within the 90-day initial cure period or, if applicable, within the subsequent 90-day extended cure period,

(ii)       the purchase of any Specially Serviced Loan or an REO Property that is subject to mezzanine indebtedness by the holder of the related mezzanine loan, in each case, within 90 days of such holder’s purchase option first becoming exercisable during the period prior to such Mortgage Loan becoming a Corrected Loan,

(iii)       the purchase of all of the Mortgage Loans and REO Properties in connection with any termination of the issuing entity,

(iv)       with respect to a Serviced Pari Passu Companion Loan, (A) a repurchase of such Serviced Pari Passu Companion Loan by the related mortgage loan seller for a breach of representation or warranty or for defective or deficient Mortgage Loan documentation under the pooling and servicing agreement for the securitization trust that owns such Serviced Pari Passu Companion Loan within the time period (or extension of such time period) provided for such repurchase if such repurchase occurs prior to the termination of such extended period provided in such pooling and servicing agreement or (B) a purchase of such Serviced Pari Passu Companion Loan by an applicable party to a pooling and servicing agreement pursuant to a clean-up call or similar liquidation of another securitization entity,

(v)       the purchase of any Specially Serviced Loan by the applicable special servicer or its affiliate (except if such affiliate purchaser is the Directing Certificateholder or its affiliate; provided, however, that if no Control Termination Event has occurred and is continuing, and such affiliated Directing Certificateholder or its affiliate purchases any Specially Serviced Loan within 90 days after the applicable special servicer delivers to such Directing Certificateholder for approval the initial asset status report with respect to such Specially Serviced Loan, such special servicer will not be entitled to a liquidation fee in connection with such purchase by the Directing Certificateholder or its affiliates), or

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(vi)       if a Mortgage Loan or a Serviced Whole Loan becomes a Specially Serviced Loan only because of an event described in clause (1) of the definition of “Specially Serviced Loan” under the heading “Pooling and Servicing Agreement—General” and the related Liquidation Proceeds are received within 90-days following the related maturity date as a result of the related Mortgage Loan or a Serviced Whole Loan being refinanced or otherwise repaid in full.

Notwithstanding the foregoing, in the event that a liquidation fee is not payable due to the application of any of clauses (i) through (vi) above, the applicable special servicer may still collect and retain a liquidation fee and similar fees from the related borrower to the extent provided for in, or not prohibited by, the related Mortgage Loan documents. Each Non-Serviced Whole Loan will be subject to a similar liquidation fee pursuant to the related Non-Serviced PSA. For further detail, see “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “—The Non-Serviced AB Whole Loan”.

Each special servicer will also be entitled to additional servicing compensation relating to each Mortgage Loan for which it acts as special servicer in the form of:

(i)       100% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans,

(ii)       100% of assumption application fees and other similar items received with respect to Specially Serviced Loans and 100% of assumption application fees and other similar items received with respect to Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are not Specially Serviced Loans to the extent the applicable special servicer is processing the underlying transaction,

(iii)      100% of waiver, consent and earnout fees on any Specially Serviced Loan or certain other similar fees paid by the related borrower,

(iv)      100% of assumption fees and other related fees as further described in the PSA, received with respect to Specially Serviced Loans, and

(v)       50% of all Excess Modification Fees and assumption, waiver, consent and earnout fees and other similar fees received with respect to any Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s)) that are not Specially Serviced Loans to the extent that the matter involves a Major Decision or a Special Servicer Decision.

The special servicer will also be entitled to penalty charges paid by the borrowers and accrued while the related Mortgage Loans (including the related Companion Loan, if applicable, and to the extent not prohibited by the related Intercreditor Agreement) were Specially Serviced Loans and that are not needed to pay interest on Advances or certain additional trust fund expenses with respect to the related Mortgage Loan (including the related Companion Loan, if applicable, to the extent not prohibited by the related Intercreditor Agreement) since the Closing Date. The special servicer also is authorized but not required to invest or direct the investment of funds held in the REO Accounts and any loss of value reserve fund in Permitted Investments, and the special servicer will be entitled to retain any interest or other income earned on those funds and will bear any losses resulting from the investment of these funds, except as set forth in the PSA.

With respect to any of the preceding fees as to which both the applicable master servicer and the applicable special servicer are entitled to receive a portion thereof, the applicable

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master servicer and the applicable special servicer will each have the right in their sole discretion, but not any obligation, to reduce or elect not to charge its respective portion of such fee; provided that (A) neither the applicable master servicer nor the applicable special servicer will have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the applicable master servicer or the applicable special servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or elected not to charge its respective portion of such fee will not have any right to share in any part of the other party’s portion of such fee. If the applicable master servicer decides not to charge any fee, the applicable special servicer will nevertheless be entitled to charge its portion of the related fee to which the applicable special servicer would have been entitled if the applicable master servicer had charged a fee and the applicable master servicer will not be entitled to any of such fee charged by the applicable special servicer. Similarly if the applicable special servicer decides not to charge any fee, the applicable master servicer will nevertheless be entitled to charge its portion of the related fee to which the applicable master servicer would have been entitled if the applicable special servicer had charged a fee and the applicable special servicer will not be entitled to any portion of such fee charged by the applicable master servicer.

Each Non-Serviced Mortgage Loan is serviced under the related Non-Serviced PSA (including on those occasions under such Non-Serviced PSA when the servicing of such Non-Serviced Mortgage Loan has been transferred from the related Non-Serviced Master Servicer to the related Non-Serviced Special Servicer). Accordingly, in its capacity as the special servicer under the PSA, neither special servicer will be entitled to receive any special servicing compensation for any Non-Serviced Mortgage Loan. Only the related Non-Serviced Special Servicer will be entitled to special servicing compensation on any such Non-Serviced Mortgage Loan and only the related Non-Serviced Special Servicer will be entitled to special servicing compensation on any related Non-Serviced Whole Loan.

Disclosable Special Servicer Fees

The PSA will provide that each special servicer and its affiliates will be prohibited from receiving or retaining any Disclosable Special Servicer Fees in connection with the disposition, workout or foreclosure of any Mortgage Loan and Serviced Pari Passu Companion Loan, the management or disposition of any REO Property, or the performance of any other special servicing duties under the PSA. The PSA will also provide that, with respect to each Distribution Date, each special servicer must deliver or cause to be delivered to the applicable master servicer within two (2) business days following the Determination Date, and such master servicer must deliver, to the extent it has received, to the certificate administrator, without charge and on the P&I Advance Date, an electronic report which discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by such special servicer or any of its affiliates with respect to such Distribution Date, provided that no such report will be due in any month during which no Disclosable Special Servicer Fees were received.

“Disclosable Special Servicer Fees” means, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and related Serviced Pari Passu Companion Loan (including any related REO Property), any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement) received or retained by a special servicer or any of its affiliates that is paid by any person (including, without limitation, the issuing entity, any mortgagor, any manager, any guarantor or indemnitor in respect of such Mortgage Loan or Serviced Pari Passu Companion Loan and any purchaser of such Mortgage Loan or Serviced Pari Passu Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan or related Serviced Companion Loan, the management or

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disposition of any REO Property, and the performance by such special servicer or any such affiliate of any other special servicing duties under the PSA, other than (1) any Permitted Special Servicer/Affiliate Fees and (2) any compensation to which such special servicer is entitled pursuant to the PSA or any Non-Serviced PSA.

“Permitted Special Servicer/Affiliate Fees” means any commercially reasonable treasury management fees, banking fees, title insurance (or title agency) and/or other fees, insurance commissions or fees and appraisal fees received or retained by either special servicer or any of its affiliates in connection with any services performed by such party with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced Pari Passu Companion Loan (including any related REO Property) in accordance with the PSA.

Each special servicer will be required to pay its overhead and any general and administrative expenses incurred by it in connection with its servicing activities under the PSA. A special servicer will not be entitled to reimbursement for any expenses incurred by it except as expressly provided in the PSA. See “Description of the Certificates—Distributions—Method, Timing and Amount”.

Certificate Administrator and Trustee Compensation

As compensation for the performance of its routine duties, the trustee and the certificate administrator will be paid a fee (collectively, the “Certificate Administrator/Trustee Fee”); provided that the Certificate Administrator/Trustee Fee includes the trustee fee, and the certificate administrator will pay the trustee fee to the trustee in an amount equal to $290 per month. The Certificate Administrator/Trustee Fee will be payable monthly from amounts received in respect of the Mortgage Loans and will be equal to the product of a rate equal to .0058% (0.58 basis points) per annum (the “Certificate Administrator/Trustee Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans and will be calculated in the same manner as interest is calculated on such Mortgage Loans or REO Loans.

Operating Advisor Compensation

The fee of the operating advisor (the “Operating Advisor Fee”) will be payable monthly from amounts received in respect of each Mortgage Loan (excluding each Non-Serviced Mortgage Loan, Servicing Shift Mortgage Loan and any Companion Loan) and REO Loan, and will be equal to the product of a rate equal to 0.00173% per annum (the “Operating Advisor Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans and will be calculated in the same manner as interest is calculated on such Mortgage Loans and REO Loans.

An “Operating Advisor Consulting Fee” will be payable to the operating advisor with respect to each Major Decision on which the operating advisor has consultation obligations and performed its duties with respect to that Major Decision. The Operating Advisor Consulting Fee will be a fee for each such Major Decision equal to $10,000 (or such lesser amount as the related borrower agrees to pay) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan or Servicing Shift Mortgage Loan and any related Companion Loan); provided that the operating advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision; provided, further, however, that to the extent such fee is incurred after the outstanding Certificate Balances of the Control Eligible Certificates and the corresponding portion of the RR Interest have been reduced to zero as a result of the allocation of Realized Losses to such certificates, such fee will be payable in full to the operating advisor as a trust fund expense.

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Each of the Operating Advisor Fee and the Operating Advisor Consulting Fee will be payable from funds on deposit in the Collection Accounts out of amounts otherwise available to make distributions on the certificates as described above in “—Withdrawals from the Collection Accounts”, but with respect to the Operating Advisor Consulting Fee, only as and to the extent that such fee is actually received from the related borrower (other than as described above). If the operating advisor has consultation rights with respect to a Major Decision, the PSA will require the applicable master servicer or special servicer, as applicable, to use commercially reasonable efforts consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related borrower in connection with such Major Decision that are consistent with the efforts in accordance with the Servicing Standard that the applicable master servicer or the applicable special servicer, as applicable, would use to collect any borrower-paid fees not specified in the Mortgage Loan documents owed to it, and only to the extent not prohibited by the related Mortgage Loan documents, and in no event will it take any enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection. The applicable master servicer or special servicer, as applicable, will each be permitted to waive or reduce the amount of any such Operating Advisor Consulting Fee payable by the related borrower if it determines that such full or partial waiver is in accordance with the Servicing Standard; provided that such master servicer or special servicer, as applicable, will be required to consult, on a non-binding basis, with the operating advisor prior to any such waiver or reduction.

In addition to the Operating Advisor Fee and the Operating Advisor Consulting Fee, the operating advisor will be entitled to reimbursement of Operating Advisor Expenses in accordance with the terms of the PSA. “Operating Advisor Expenses” for each Distribution Date will equal any unreimbursed indemnification amounts or additional trust fund expenses payable to the operating advisor pursuant to the PSA (other than the Operating Advisor Fee and the Operating Advisor Consulting Fee).

Asset Representations Reviewer Compensation

The asset representations reviewer will be paid a fee of $5,000 (the “Asset Representations Reviewer Upfront Fee”) on the Closing Date. As compensation for the performance of its routine duties, the asset representations reviewer will be paid a fee (the “Asset Representations Reviewer Fee”). The Asset Representations Reviewer Fee will be payable monthly from amounts received in respect of each Mortgage Loan (including each Non-Serviced Mortgage Loan, but excluding any Companion Loan) and REO Loan, and will be equal to the product of a rate equal to 0.00025% per annum (the “Asset Representations Reviewer Fee Rate”) and the Stated Principal Balance of each such Mortgage Loan, Non-Serviced Mortgage Loan and REO Loan, and will be calculated in the same manner as interest is calculated on such Mortgage Loans.

In connection with each Asset Review with respect to (a) each Delinquent Loan identified on Annex A-1 as not being secured by a residential cooperative property, the asset representations reviewer will be required to be paid a fee equal to (i) $15,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Loan with a Cut-off Date Balance less than $20,000,000, (ii) $20,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Loan with a Cut-off date Balance greater than or equal to $20,000,000, but less than $40,000,000 or (iii) $25,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Loan with a Cut-off Date Balance greater than or equal to $40,000,000 and (b) each Delinquent Loan identified on Annex A-1 as being secured by a residential cooperative property, the asset representations reviewer will be required to be paid a fee equal to $10,000 (any such fee, the “Asset Representations Reviewer Asset Review Fee”). The Asset Representations Reviewer Fee will be payable from

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funds on deposit in the Collection Accounts out of amounts otherwise available to make distributions on the certificates as described above in “—Withdrawals from the Collection Accounts”. The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan will be required to be paid by the related mortgage loan seller; provided, however, that if the related mortgage loan seller is insolvent or fails to pay such amount within 90 days of written request by the asset representations reviewer, such fee will be paid by the trust following delivery by the asset representations reviewer of evidence reasonably satisfactory to the applicable master servicer of such insolvency or failure to pay such amount (which evidence may be an officer’s certificate of the asset representations reviewer); provided, further, that notwithstanding any payment of such fee by the issuing entity to the asset representations reviewer, such fee will remain an obligation of the related mortgage loan seller and the Enforcing Servicer will be required to pursue remedies against such mortgage loan seller to recover any such amounts to the extent paid by the issuing entity. The Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan is required to be included in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review and that is repurchased by the related mortgage loan seller, and such portion of the Purchase Price received will be used to reimburse the trust for any such fees paid to the asset representations reviewer pursuant to the terms of the PSA.

CREFC^® Intellectual Property Royalty License Fee

CREFC^® Intellectual Property Royalty License Fee will be paid to CREFC^® on a monthly basis.

“CREFC^® Intellectual Property Royalty License Fee” with respect to each Mortgage Loan and REO Loan (other than the portion of an REO Loan related to any Serviced Pari Passu Companion Loan) and for any Distribution Date is the amount accrued during the related Interest Accrual Period at the CREFC^® Intellectual Property Royalty License Fee Rate on the Stated Principal Balance of such Mortgage Loan and REO Loan as of the close of business on the Distribution Date in such Interest Accrual Period; provided that such amounts will be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan and REO Loan is computed and will be prorated for partial periods. The CREFC^® Intellectual Property Royalty License Fee is a fee payable to CREFC^® for a license to use the CREFC^® Investor Reporting Package in connection with the servicing and administration, including delivery of periodic reports to the Certificateholders, of the issuing entity pursuant to the PSA. No CREFC^® Intellectual Property Royalty License Fee will be paid on any Companion Loan.

“CREFC^® Intellectual Property Royalty License Fee Rate” with respect to each Mortgage Loan is a rate equal to 0.00050% per annum.

Appraisal Reduction Amounts

After an Appraisal Reduction Event has occurred with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan, an Appraisal Reduction Amount and an Allocated Appraisal Reduction Amount are required to be calculated. An “Appraisal Reduction Event” will occur on the earliest of:

(1)       120 days after an uncured delinquency (without regard to the application of any grace period), other than any uncured delinquency in respect of a balloon payment, occurs in respect of the Mortgage Loan or a related Companion Loan, as applicable;

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(2)       the date on which a reduction in the amount of Periodic Payments on the Mortgage Loan or Companion Loan, as applicable, or a change in any other material economic term of the Mortgage Loan or Companion Loan, as applicable (other than an extension of its maturity), becomes effective as a result of a modification of the related Mortgage Loan or Companion Loan, as applicable, by either special servicer;

(3)       30 days after the date on which a receiver has been appointed for the Mortgaged Property;

(4)       30 days after the date on which a borrower or the tenant at a single tenant property declares bankruptcy (and the bankruptcy petition is not otherwise dismissed within such time);

(5)       60 days after the date on which an involuntary petition of bankruptcy is filed with respect to the borrower if not dismissed within such time;

(6)       90 days after an uncured delinquency occurs in respect of a balloon payment with respect to such Mortgage Loan or Companion Loan, except where a refinancing is anticipated within 120 days after the maturity date of the Mortgage Loan and related Companion Loan in which case 120 days after such uncured delinquency; and

(7)       immediately after a Mortgage Loan or related Companion Loan becomes an REO Loan;

provided, however, that the 30-day period referenced in clauses (3) and (4) above will not apply if the related Mortgage Loan is a Specially Serviced Loan.

No Appraisal Reduction Event may occur at any time when the Certificate Balances of all classes of Subordinate Certificates have been reduced to zero.

The “Appraisal Reduction Amount” for any Distribution Date and for any Mortgage Loan (other than any Non-Serviced Mortgage Loan), Serviced Companion Loan or any Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the applicable special servicer (and, prior to the occurrence and continuance of a Consultation Termination Event, in consultation with the Directing Certificateholder (except in the case of an Excluded Loan with respect to the Directing Certificateholder) and, after the occurrence and during the continuance of a Control Termination Event, in consultation with the Directing Certificateholder (except with respect to an Excluded Loan) and the operating advisor and, after the occurrence and during the continuance of a Consultation Termination Event, in consultation with the operating advisor), as of the first Determination Date that is at least 10 business days following the date the applicable special servicer receives an appraisal (together with information requested by the applicable special servicer from the applicable master servicer in accordance with the PSA that is in possession of the applicable master servicer and reasonably necessary to calculate the Appraisal Reduction Amount) or conducts a valuation described below equal to the excess of:

(a)       the Stated Principal Balance of that Mortgage Loan or the Stated Principal Balance of the applicable Serviced Whole Loan, as the case may be, over

(b)       the excess of

1.       the sum of

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a) 90% of the appraised value of the related Mortgaged Property as determined (A) by one or more MAI appraisals obtained by the applicable special servicer with respect to that Mortgage Loan or Serviced Whole Loan with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which will be paid by the applicable master servicer as an Advance), or (B) by an internal valuation performed by the applicable special servicer (or at the applicable special servicer’s election, by one or more MAI appraisals obtained by such special servicer) with respect to any Mortgage Loan or Serviced Whole Loan with an outstanding principal balance less than $2,000,000, minus with respect to any MAI appraisals such downward adjustments as such special servicer may make (without implying any obligation to do so) based upon its review of the appraisals and any other information it deems relevant; in the case of a residential cooperative property, such appraised value will be determined (i) except as provided in clause (ii) below, in the case of each Mortgaged Property, assuming such Mortgaged Property is operated as a residential cooperative with such value, in general, to equal the sum of (x) the gross share value of all cooperative units in such residential cooperative property (applying a discount for units that are subject to existing rent regulated or rent controlled rental tenants as and if deemed appropriate by the appraiser), based in part on various comparable sales of cooperative apartment units in the market, plus (y) the amount of the underlying debt encumbering such residential cooperative property and (ii) if the applicable special servicer determines, in accordance with the Servicing Standard, that there is no reasonable expectation that the related Mortgaged Property will be operated as a residential cooperative following any work-out or liquidation of the related Mortgage Loan, assuming such Mortgaged Property is operated as a multifamily rental property; and

b) all escrows, letters of credit and reserves in respect of that Mortgage Loan or Serviced Whole Loan as of the date of calculation; over

2.       the sum as of the Due Date occurring in the month of the date of determination of

a) to the extent not previously advanced by the applicable master servicer or the trustee, all unpaid interest due on that Mortgage Loan or Serviced Whole Loan at a per annum rate equal to the Mortgage Rate,

b) all P&I Advances on the related Mortgage Loan and all Servicing Advances on the related Mortgage Loan or Serviced Whole Loan not reimbursed from the proceeds of such Mortgage Loan or Serviced Whole Loan and interest on those Advances at the Reimbursement Rate in respect of that Mortgage Loan or Serviced Whole Loan, and

c) all currently due and unpaid real estate taxes and assessments, insurance premiums and ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including any capitalized interest whether or not then due and payable) with respect to such Mortgage Loan or Serviced Whole Loan (which taxes, premiums, ground rents and other amounts have not been the subject of an Advance by the applicable master servicer, the applicable special servicer or the trustee, as applicable).

Each Serviced Whole Loan will be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount with respect to the Mortgage Loan and

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Companion Loan, as applicable, that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount that would impact any Serviced Mortgage Loan will be allocated pro rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan based upon their respective outstanding principal balances.

The “Allocated Appraisal Reduction Amount” means, with respect to any Appraisal Reduction Amount, the Non-Retained Percentage of such Appraisal Reduction Amount.

The “Allocated Cumulative Appraisal Reduction Amount” means, with respect to any Cumulative Appraisal Reduction Amount, the Non-Retained Percentage of such Cumulative Appraisal Reduction Amount.

The applicable special servicer will be required to use reasonable efforts to order an appraisal or conduct a valuation promptly upon the occurrence of an Appraisal Reduction Event (other than with respect to a Non-Serviced Whole Loan). On the first Determination Date occurring on or after the tenth business day following the receipt of the MAI appraisal or the completion of the valuation, such special servicer will be required to calculate and report to the applicable master servicer, the trustee, the certificate administrator, the operating advisor and, prior to the occurrence and continuance of any Consultation Termination Event, the Directing Certificateholder, the Appraisal Reduction Amount, taking into account the results of such appraisal or valuation and receipt of information requested by such special servicer from such master servicer that is in the possession of such master servicer and reasonably necessary to calculate the Appraisal Reduction Amount.

Following the applicable master servicer’s receipt from the applicable special servicer of the calculation of the Appraisal Reduction Amounts, such master servicer will be required to provide such information to the certificate administrator in the form of the CREFC^® loan periodic update file, and the certificate administrator will calculate the Allocated Appraisal Reduction Amount and the Allocated Cumulative Appraisal Reduction Amount.

Each such report will also be forwarded by the applicable master servicer (or the applicable special servicer if the related Mortgage Loan is a Specially Serviced Loan), to the extent the related Serviced Pari Passu Companion Loan has been included in a securitization transaction, to the master servicer of such securitization into which the related Serviced Pari Passu Companion Loan has been sold, or to the holder of any related Serviced Pari Passu Companion Loan by the master servicer (or the special servicer if the related Mortgage Loan is a Specially Serviced Loan).

In the event that the applicable special servicer has not received any required MAI appraisal within 60 days after the Appraisal Reduction Event (or, in the case of an appraisal in connection with an Appraisal Reduction Event described in clauses (1) and (6) of the definition of Appraisal Reduction Event above, within 120 days (in the case of clause (1)) or 90 or 120 days (in the case of clause (6)), respectively, after the initial delinquency for the related Appraisal Reduction Event), the Appraisal Reduction Amount will be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan (or Serviced Whole Loan) until an MAI appraisal is received by such special servicer and the Appraisal Reduction Amount is calculated as by such special servicer as of the first Determination Date that is at least 10 business days after the special servicer’s receipt of such MAI appraisal or completion of its internal valuation. The applicable master servicer will provide (via electronic delivery) the applicable special servicer with any information in its possession that is reasonably required to determine, redetermine, calculate or recalculate any Appraisal Reduction Amount pursuant to its definition using reasonable efforts to deliver such information within four business days of such special servicer’s reasonable request; provided, however, that the applicable special servicer’s failure to

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timely make such a request will not relieve the applicable master servicer of its obligation to use reasonable efforts to provide such information to such special servicer within 4 business days following such special servicer’s reasonable request. The master servicers will not calculate Appraisal Reduction Amounts.

With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless the Mortgage Loan or Serviced Whole Loan has remained current for 3 consecutive Periodic Payments, and with respect to which no other Appraisal Reduction Event has occurred with respect to that Mortgage Loan or Serviced Whole Loan during the preceding 3 months (for such purposes taking into account any amendment or modification of such Mortgage Loan or Serviced Whole Loan)), the applicable special servicer is required (i) within 30 days of each anniversary of the related Appraisal Reduction Event and (ii) upon its determination that the value of the related Mortgaged Property has materially changed, to notify the applicable master servicer of the occurrence of such anniversary or determination and to order an appraisal (which may be an update of a prior appraisal), the cost of which will be paid by such master servicer as a Servicing Advance (or to the extent it would be a Nonrecoverable Advance, an expense of the issuing entity paid out of the Collection Accounts), or to conduct an internal valuation, as applicable. Based upon the appraisal or valuation and receipt of information reasonably requested by the applicable special servicer from the applicable master servicer necessary to calculate the Appraisal Reduction Amount, such special servicer is required to determine or redetermine, as applicable, and report to such master servicer, the trustee, the certificate administrator, the operating advisor and, prior to the occurrence and continuance of a Consultation Termination Event and other than with respect to any Mortgage Loan that is an Excluded Loan with respect to the Directing Certificateholder, to the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, with respect to the Mortgage Loan or Serviced Whole Loan, as applicable. Such report will also be forwarded, to the extent any related Serviced Companion Loan has been included in a securitization transaction, to the master servicer of such securitization transaction, or to the holder of any related Serviced Companion Loan, by the applicable master servicer (or the applicable special servicer if the related Mortgage Loan is a Specially Serviced Loan). Prior to the occurrence and continuance of a Consultation Termination Event (and unless the related Mortgage Loan is an Excluded Loan with respect to the Directing Certificateholder), the applicable special servicer will consult with the Directing Certificateholder with respect to any appraisal, valuation or downward adjustment in connection with an Appraisal Reduction Amount. Notwithstanding the foregoing, the applicable special servicer will not be required to obtain an appraisal or valuation with respect to a Mortgage Loan or Serviced Whole Loan that is the subject of an Appraisal Reduction Event to the extent such special servicer has obtained an appraisal or valuation with respect to the related Mortgaged Property within the 12-month period prior to the occurrence of the Appraisal Reduction Event. Instead, the applicable special servicer may use the prior appraisal or valuation in calculating any Appraisal Reduction Amount with respect to the Mortgage Loan or Serviced Whole Loan, provided that such special servicer is not aware of any material change to the Mortgaged Property that has occurred that would affect the validity of the appraisal or valuation.

Each Non-Serviced Mortgage Loan is subject to provisions in the related Non-Serviced PSA relating to appraisal reductions that are similar, but not necessarily identical, to the provisions described above. The existence of an appraisal reduction under a Non-Serviced PSA in respect of the related Non-Serviced Mortgage Loan will proportionately reduce the applicable master servicer’s or the trustee’s, as the case may be, obligation to make P&I Advances on the related Non-Serviced Mortgage Loan and will generally have the effect of

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reducing the amount otherwise available for distributions to the Certificateholders. Pursuant to such Non-Serviced PSA, the related Non-Serviced Mortgage Loan will be treated, together with each related Non-Serviced Companion Loan, as a single mortgage loan for purposes of calculating an appraisal reduction amount with respect to the loans that comprise a Non-Serviced Whole Loan. Any appraisal reduction calculated with respect to a Non-Serviced Whole Loan will generally be allocated first, to any related Subordinate Companion Loan(s) and then, to the related Non-Serviced Mortgage Loan and the related Non-Serviced Pari Passu Companion Loan(s) on a pro rata basis based upon their respective Stated Principal Balances. Any appraisal reduction amount determined under such Non-Serviced PSA and allocable to such Non-Serviced Mortgage Loan pursuant to the related intercreditor agreement will constitute an “Appraisal Reduction Amount” under the terms of the PSA with respect to the Non-Serviced Mortgage Loan.

If any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any Serviced Whole Loan previously subject to an Appraisal Reduction Amount becomes a Corrected Loan, and no other Appraisal Reduction Event has occurred and is continuing with respect to such Mortgage Loan or Serviced Whole Loan, the Appraisal Reduction Amount and the related Appraisal Reduction Event will cease to exist.

As a result of calculating one or more Appraisal Reduction Amounts (and, in the case of any Whole Loan, to the extent allocated in the related Mortgage Loan), the amount of any required P&I Advance will be reduced, which will have the effect of reducing the amount of interest available to the most subordinate class of certificates then-outstanding (i.e., first, to the Class G certificates, second, to the Class F certificates, third, to the Class E certificates, fourth, to the Class D certificates, fifth, to the Class C certificates, sixth, to the Class B certificates, seventh, to the Class A-S certificates, and finally, pro rata based on their respective interest entitlements, to the Senior Certificates). See “—Advances”. The resulting reduction of interest entitlements will also result in a corresponding reduction in any amount of the interest entitlement of the RR Interest.

Appraisal Reduction Amounts and Cumulative Appraisal Reduction Amounts allocated to a related Mortgage Loan will be allocated between the RR Interest on the one hand and the Non-Retained Certificates, on the other hand, based on the Required Credit Risk Retention Percentage and the Non-Retained Percentage, respectively.

As of the first Determination Date following a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becoming an AB Modified Loan, the applicable special servicer will be required to calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent appraisal obtained by the applicable special servicer with respect to such Mortgage Loan, and all other information in its possession relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by the applicable master servicer that a Non-Serviced Mortgage Loan has become an AB Modified Loan, the applicable master servicer will be required to (i) promptly request from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee the most recent appraisal with respect to such AB Modified Loan, in addition to all other information reasonably required by the applicable master servicer to calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, and (ii) as of the first Determination Date following receipt by the applicable master servicer of the appraisal and any other information set forth in the immediately preceding clause (i) that such master servicer reasonably expects to receive, calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent appraisal obtained by the Non-Serviced Special Servicer with respect to such Non-Serviced Mortgage Loan, and all other information in its possession relevant to a Collateral Deficiency Amount determination. Upon obtaining

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actual knowledge or receipt of notice by any other party to the PSA that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such party will be required to promptly notify the applicable master servicer thereof. None of the master servicers (with respect to Mortgage Loans other than Non-Serviced Mortgage Loans), the special servicers (with regard to Non-Serviced Mortgage Loans), the trustee, the operating advisor or the certificate administrator will calculate or verify any Collateral Deficiency Amount.

A “Cumulative Appraisal Reduction Amount” as of any date of determination for any Mortgage Loan, is equal to the sum of (i) all Appraisal Reduction Amounts then in effect, and (ii) with respect to any AB Modified Loan, any Collateral Deficiency Amount then in effect. The applicable master servicer and the certificate administrator will be entitled to conclusively rely on the applicable special servicer’s calculation or determination of any Cumulative Appraisal Reduction Amount with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan). With respect to a Non-Serviced Mortgage Loan, the applicable special servicer, the applicable master servicer and the certificate administrator will be entitled to conclusively rely on the calculation or determination of any Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such Mortgage Loan performed by the applicable servicer responsible therefore pursuant to the related Non-Serviced PSA.

“AB Modified Loan” means any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition any Non-Serviced Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto) pursuant to the related Non-Serviced PSA) due to a modification thereto that resulted in the creation of an A/B note structure (or similar structure) and as to which the new junior note(s) did not previously exist or the principal amount of the new junior note(s) was previously part of either an A note held by the issuing entity or the original unmodified Mortgage Loan and (2) as to which an Appraisal Reduction Amount is not in effect.

“Collateral Deficiency Amount” means, with respect to any AB Modified Loan as of any date of determination, the excess of (i) the Stated Principal Balance of such AB Modified Loan (taking into account the related junior note(s) and any pari passu notes included therein), over (ii) the sum of (in the case of a Whole Loan, solely to the extent allocable to the subject Mortgage Loan) (x) the most recent appraised value for the related Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account in such appraised value and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such determination, any capital or additional collateral contributed by the related borrower at the time the Mortgage Loan became (and as part of the modification related to) such AB Modified Loan for the benefit of the related Mortgaged Property or Mortgaged Properties (provided that in the case of an Non-Serviced Mortgage Loan, the amounts set forth in this clause (y) will be taken into account solely to the extent relevant information is received by the applicable master servicer), plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y) and solely to the extent not reflected or taken into account in the calculation of any related Appraisal Reduction Amount) held by the lender in respect of such AB Modified Loan as of the date of such determination, which such excess, for the avoidance of doubt, will be determined separately from and exclude any related Appraisal Reduction Amounts. The applicable master servicer, the operating advisor and the certificate administrator will be entitled to conclusively rely on the applicable special servicer’s calculation or determination of any Collateral Deficiency Amount.

For purposes of determining the Controlling Class, Allocated Appraisal Reduction Amounts allocated to a related Mortgage Loan will be allocated to each class of Principal Balance Certificates (other than the RR Interest) in reverse sequential order to notionally

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reduce their Certificate Balances until the Certificate Balances of each such class is notionally reduced to zero (i.e., first, to the Class G certificates, second, to the Class F certificates, third, to the Class E certificates, fourth, to the Class D certificates, fifth, to the Class C certificates, sixth, to the Class B certificates, seventh, to the Class A-S certificates, and finally, pro rata based on their respective interest entitlements, to the Senior Certificates (other than the Class X-A, Class X-B, Class X-D, Class X-E, Class X-F and Class X-G certificates). In addition, for purposes of determining the Controlling Class and the occurrence and continuance of a Control Termination Event, Collateral Deficiency Amounts allocated to a related AB Modified Loan will be allocated to each class of Control Eligible Certificates in reverse sequential order to notionally reduce the Certificate Balance thereof until the related Certificate Balance of each such class is reduced to zero (i.e., first, to Class G certificates, and second, to the Class F certificates). For the avoidance of doubt, for purposes of determining the Controlling Class and the occurrence of a Control Termination Event, any Class of Control Eligible Certificates will be allocated both applicable Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts (the sum of which will constitute the applicable “Cumulative Appraisal Reduction Amount”), as described in this paragraph.

With respect to any Appraisal Reduction Amount or Collateral Deficiency Amount calculated for purposes of determining the Controlling Class and the occurrence and continuance of a Control Termination Event, the appraised value of the related Mortgaged Property will be determined on an “as-is” basis. The applicable special servicer will be required to promptly notify the applicable master servicer and the certificate administrator of (i) any Appraisal Reduction Amount, (ii) any Collateral Deficiency Amount, and (iii) any resulting Allocated Cumulative Appraisal Reduction Amount, and the certificate administrator will be required to promptly post notice of such Appraisal Reduction Amount, Collateral Deficiency Amount and/or Allocated Cumulative Appraisal Reduction Amount, as applicable, to the certificate administrator’s website.

Any class of Control Eligible Certificates, the Certificate Balance of which (taking into account the application of any Appraisal Reduction Amounts or Collateral Deficiency Amounts to notionally reduce the Certificate Balance of such class) has been reduced to less than 25% of its initial Certificate Balance, is referred to as an “Appraised-Out Class”. Any Appraised-Out Class will no longer be the Controlling Class; provided, however, that if at any time, the Certificate Balances of the certificates other than the Control Eligible Certificates and the RR Interest have been reduced to zero as a result of principal payments on the Mortgage Loans, then the Controlling Class will be the most subordinate class of Control Eligible Certificates that has a Certificate Balance greater than zero without regard to any Appraisal Reduction Amounts. The holders of the majority (by Certificate Balance) of an Appraised-Out Class will have the right, at their sole expense, to require the applicable special servicer to order (or, with respect to a Non-Serviced Mortgage Loan, require the applicable master servicer to request from the applicable Non-Serviced Special Servicer) a second appraisal of any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount (such holders, the “Requesting Holders”). Such special servicer will use its reasonable best efforts to ensure that such appraisal is delivered within 30 days from receipt of the Requesting Holders’ written request and will ensure that such appraisal is prepared on an “as-is” basis by an MAI appraiser. With respect to any such Non-Serviced Mortgage Loan, the applicable master servicer will be required to use commercially reasonable efforts to obtain such second appraisal from the applicable Non-Serviced Special Servicer and to forward such second appraisal to the applicable special servicer. Upon receipt of such supplemental appraisal, the applicable special servicer will be required to determine, in accordance with the Servicing Standard, whether, based on its assessment of such

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supplemental appraisal, any recalculation of the applicable Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, is warranted and, if so warranted, will recalculate such Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based upon such supplemental appraisal and receipt of information that is in the possession of the applicable master servicer and reasonably requested by such special servicer from the applicable master servicer as described above. If required by any such recalculation, the applicable Appraised-Out Class will be reinstated as the Controlling Class and each other Appraised-Out Class will, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, if applicable.

Any Appraised-Out Class for which the Requesting Holders are challenging the applicable special servicer’s Appraisal Reduction Amount or Collateral Deficiency Amount determination may not exercise any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as such class is reinstated as the Controlling Class; the rights of the Controlling Class will be exercised by the next most senior class of Control Eligible Certificates, if any, during such period.

With respect to each Non-Serviced Mortgage Loan, the related Non-Serviced Directing Certificateholder will be subject to provisions similar to those described above. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans”, “—The Non-Serviced AB Whole Loan” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Maintenance of Insurance

To the extent permitted by the related Mortgage Loan and required by the Servicing Standard, the applicable master servicer (with respect to the Mortgage Loans and any related Serviced Pari Passu Companion Loan, but excluding any Non-Serviced Mortgage Loan) will be required to use efforts consistent with the Servicing Standard to cause each borrower to maintain, and the applicable special servicer (with respect to REO Properties other than a Mortgaged Property securing a Non-Serviced Whole Loan and subject to the conditions set forth in the following sentence) will maintain, for the related Mortgaged Property all insurance coverage required by the terms of the related Mortgage Loan documents; provided, however, that such master servicer (with respect to Mortgage Loans and any related Serviced Pari Passu Companion Loan) will not be required to cause the borrower to maintain and such special servicer (with respect to REO Properties) will not be required to maintain terrorism insurance to the extent that the failure of the related borrower to do so is an Acceptable Insurance Default (as defined below) or if the trustee does not have an insurable interest. Insurance coverage is required to be in the amounts (which, in the case of casualty insurance, is generally equal to the lesser of the outstanding principal balance of the related Mortgage Loan and the replacement cost of the related Mortgaged Property), and from an insurer meeting the requirements, set forth in the related Mortgage Loan documents. If the borrower does not maintain such coverage, the applicable master servicer (with respect to such Mortgage Loans and any related Serviced Pari Passu Companion Loan) or the applicable special servicer (with respect to REO Properties other than a Mortgaged Property securing a Non-Serviced Whole Loan), as the case may be, will be required to maintain such coverage to the extent such coverage is available at commercially reasonable rates and the trustee has an insurable interest, as determined by such master servicer (with respect to the Mortgage Loans and any related Serviced Pari Passu Companion Loan) or such special servicer (with respect to REO Properties other than a Mortgaged Property securing a Non-Serviced Whole Loan), as applicable, in accordance with the Servicing Standard; provided that if any Mortgage Loan documents permit the holder thereof to dictate to the borrower the insurance coverage to be maintained on such

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Mortgaged Property, the applicable master servicer or, with respect to REO Property, the applicable special servicer will impose or maintain such insurance requirements as are consistent with the Servicing Standard taking into account the insurance in place at the origination of the Mortgage Loan; provided, further, that with respect to the immediately preceding proviso the applicable master servicer will be obligated to use efforts consistent with the Servicing Standard to cause the borrower to maintain (or to itself maintain) insurance against property damage resulting from terrorist or similar acts unless the borrower’s failure is an Acceptable Insurance Default as determined by the applicable master servicer (with respect to non-Specially Serviced Loans) or the applicable special servicer (with respect to Specially Serviced Loans) with (unless a Control Termination Event has occurred and is continuing and other than with respect to an Excluded Loan with respect to the Directing Certificateholder) the consent of the Directing Certificateholder. In addition, upon the written request of the Risk Retention Consultation Party with respect to any individual triggering event, the applicable special servicer will be required to consult on a non-binding basis with the Risk Retention Consultation Party (only with respect to a Specially Serviced Loan and other than with respect to any Mortgage Loan that is an Excluded Loan as to such party) within the same time period as it would obtain the consent of, or consult with, the Directing Certificateholder in connection with any such determination of an Acceptable Insurance Default. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans” and “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties”.

Notwithstanding any contrary provision above, the master servicers will not be required to maintain, and will not be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property unless (other than with respect to a Mortgaged Property securing a Non-Serviced Mortgage Loan) such insurance was required at the time of origination of the related Mortgage Loan, the trustee has an insurable interest and such insurance is currently available at commercially reasonable rates. In addition, the master servicers and special servicers will be entitled to rely on insurance consultants (at the applicable servicer’s expense) in determining whether any insurance is available at commercially reasonable rates. After the applicable master servicer determines that a Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced Mortgage Loan) is located in an area identified as a federally designated special flood hazard area (and flood insurance has been made available), such master servicer will be required to use efforts consistent with the Servicing Standard (1) to cause the borrower to maintain (to the extent required by the related Mortgage Loan documents), and (2) if the borrower does not so maintain, to itself maintain to the extent the trustee, as mortgagee, has an insurable interest in the Mortgaged Property and such insurance is available at commercially reasonable rates (as determined by such master servicer in accordance with the Servicing Standard but only to the extent that the related Mortgage Loan permits the lender to require the coverage) a flood insurance policy in an amount representing coverage not less than the lesser of (x) the outstanding principal balance of the related Mortgage Loan (and any related Serviced Pari Passu Companion Loan) and (y) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended, plus such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard.

Notwithstanding the foregoing, with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan that either (x) require the borrower to maintain “all-risk” property insurance (and do not expressly permit an exclusion for terrorism) or (y) contain provisions generally requiring the applicable borrower to maintain insurance in types and against such risks as the holder of such Mortgage Loan and any related Serviced Pari Passu Companion Loan reasonably

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requires from time to time in order to protect its interests, the applicable master servicer will be required to, consistent with the Servicing Standard, (A) monitor in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain exclusions in addition to those customarily found in insurance policies for mortgaged properties similar to the Mortgaged Properties on or prior to September 11, 2001 (“Additional Exclusions”) (provided that such master servicer will be entitled to conclusively rely upon certificates of insurance in determining whether such policies contain Additional Exclusions), (B) request the borrower to either purchase insurance against the risks specified in the Additional Exclusions or provide an explanation as to its reasons for failing to purchase such insurance, and (C) notify the applicable special servicer if it has knowledge that any insurance policy contains Additional Exclusions or if it has knowledge that any borrower fails to purchase the insurance requested to be purchased by such master servicer pursuant to clause (B) above. If the applicable master servicer (with respect to non-Specially Serviced Loans) or the applicable special servicer (with respect to Specially Serviced Loans) determines in accordance with the Servicing Standard that such failure is not an Acceptable Insurance Default, such special servicer (with regard to such determination made by such special servicer) will be required to notify the applicable master servicer and such master servicer will be required to use efforts consistent with the Servicing Standard to cause such insurance to be maintained. If the applicable master servicer or the applicable special servicer, as applicable, determines that such failure is an Acceptable Insurance Default, it will be required to promptly deliver such conclusions in writing to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s website for those Mortgage Loans that (i) have one of the 10 highest outstanding principal balances of the Mortgage Loans then included in the issuing entity or (ii) comprise more than 5% of the outstanding principal balance of the Mortgage Loans then included in the issuing entity.

“Acceptable Insurance Default” means, with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related borrower to maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty insurance policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part of the related borrower to maintain with respect to the related Mortgaged Property insurance coverage with respect to damages or casualties caused by terrorist or similar acts upon terms not materially less favorable than those in place as of the Closing Date, in each case, as to which default the applicable master servicer and the applicable special servicer may forbear taking any enforcement action; provided that, subject to the consent or consultation rights of the Directing Certificateholder or the holder of any Companion Loan as described under “—The Directing Certificateholder—Major Decisions”, and/or the consultation rights of the Risk Retention Consultation Party (solely with respect to the Specially Serviced Loans), the applicable master servicer (with respect to a non-Specially Serviced Loan) or the applicable special servicer (with respect to a Specially Serviced Loan) has determined in its reasonable judgment based on inquiry consistent with the Servicing Standard that either (a) such insurance is not available at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar to the related Mortgaged Property and located in or around the region in which such related Mortgaged Property is located, or (b) such insurance is not available at any rate.

During the period that the applicable master servicer or the applicable special servicer is evaluating the availability of such insurance, or waiting for a response from the Directing Certificateholder or the holder of any Companion Loan, and/or (solely with respect to Specially Serviced Loans) upon the request of the Risk Retention Consultation Party,

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consulting (on a non-binding basis) with the Risk Retention Consultation Party, neither the applicable master servicer nor the applicable special servicer will be liable for any loss related to its failure to require the borrower to maintain (or its failure to maintain) such insurance and neither will be in default of its obligations as a result of such failure.

Each special servicer will be required to maintain (or cause to be maintained) fire and hazard insurance on each REO Property (other than any REO Property with respect to a Non-Serviced Mortgage Loan) for which it is acting as special servicer, to the extent obtainable at commercially reasonable rates and the trustee has an insurable interest, in an amount that is at least equal to the lesser of (1) the full replacement cost of the improvements on the REO Property, and (2) the outstanding principal balance owing on the related Mortgage Loan and any related Serviced Pari Passu Companion Loan or REO Loan, as applicable, and in any event, the amount necessary to avoid the operation of any co-insurance provisions. In addition, if the REO Property is located in an area identified as a federally designated special flood hazard area, the applicable special servicer will be required to cause to be maintained, to the extent available at commercially reasonable rates (as determined by the special servicer prior to the occurrence and continuance of a Control Termination Event, with the consent of the Directing Certificateholder (other than with respect to any Mortgage Loan that is an Excluded Loan as to such party)) and, with respect to a Specially Serviced Loan and upon request of the Risk Retention Consultation Party, upon non-binding consultation with the Risk Retention Consultation Party within the same time period as it would obtain the consent of, or consult with, the Directing Certificateholder (in either such case, in accordance with the Servicing Standard)), a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration in an amount representing coverage not less than the maximum amount of insurance that is available under the National Flood Insurance Act of 1968, as amended, plus such additional excess flood insurance with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard.

The PSA provides that each master servicer may satisfy its obligation to cause each applicable borrower to maintain a hazard insurance policy and each master servicer or special servicer may satisfy its obligation to maintain hazard insurance by maintaining a blanket or master single interest or force-placed policy insuring against hazard losses on the applicable Mortgage Loans and related Serviced Pari Passu Companion Loan and REO Properties (other than a Mortgaged Property securing a Non-Serviced Whole Loan), as applicable. Any losses incurred with respect to Mortgage Loans (and any related Serviced Pari Passu Companion Loan) or REO Properties due to uninsured risks (including earthquakes, mudflows and floods) or insufficient hazard insurance proceeds may adversely affect payments to Certificateholders. Any cost incurred by either master servicer or either special servicer in maintaining a hazard insurance policy, if the borrower defaults on its obligation to do so, will be advanced by the applicable master servicer as a Servicing Advance and will be charged to the related borrower. Generally, no borrower is required by the Mortgage Loan documents to maintain earthquake insurance on any Mortgaged Property and the special servicers will not be required to maintain earthquake insurance on any REO Properties. Any cost of maintaining that kind of required insurance or other earthquake insurance obtained by the applicable special servicer will be paid out of the applicable REO Account or advanced by the applicable master servicer as a Servicing Advance.

The costs of the insurance may be recovered by the applicable master servicer or the trustee, as the case may be, from reimbursements received from the borrower or, if the borrower does not pay those amounts, as a Servicing Advance as set forth in the PSA. All costs and expenses incurred by either special servicer in maintaining the insurance described above on REO Properties will be paid out of the related REO Account or, if the

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amount in such account is insufficient, such costs and expenses will be advanced by the applicable master servicer to such special servicer as a Servicing Advance to the extent that such Servicing Advance is not determined to be a Nonrecoverable Advance and otherwise will be paid to the applicable special servicer from general collections in the Collection Accounts.

No pool insurance policy, special hazard insurance policy, bankruptcy bond, repurchase bond or certificate guarantee insurance will be maintained with respect to the Mortgage Loans, nor will any Mortgage Loan be subject to FHA insurance.

Modifications, Waivers and Amendments

The applicable master servicer will be responsible for processing waivers, modifications, amendments and consents that are not Major Decisions or Special Servicer Decisions with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that, in either case, is not a Specially Serviced Loan, without the consent or approval of the Directing Certificateholder (except as specified in the definition of “Master Servicer Decisions”) or consultation with the Risk Retention Consultation Party or the consent or approval of the applicable special servicer. The applicable special servicer will be responsible for processing waivers, modifications, amendments and consents with respect to Specially Serviced Loans and will also be responsible for processing waivers, modifications, amendments and consents that are Major Decisions or Special Servicer Decisions with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any related Serviced Companion Loan. However, except as otherwise set forth in this paragraph, neither the special servicer nor a master servicer may waive, modify or amend (or consent to waive, modify or amend) any provision of a Mortgage Loan and/or Serviced Companion Loan that is not in default or as to which default is not reasonably foreseeable except for (1) the waiver of any due-on-sale clause or due-on-encumbrance clause to the extent permitted in the PSA, and (2) any waiver, modification or amendment more than 3 months after the Closing Date that would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury regulations Section 1.860G-2(b) or otherwise cause any Trust REMIC to fail to qualify as a REMIC, or the Trust or any Trust REMIC to be subject to tax. Prior to the occurrence and continuance of a Control Termination Event and other than with respect to an Excluded Loan with respect to the Directing Certificateholder, the applicable special servicer will only be permitted under the PSA to agree to any modifications, waivers and amendments that constitute Major Decisions with the consent of the Directing Certificateholder (which consent will be deemed given (unless earlier objected to by the Directing Certificateholder) within 10 business days of the Directing Certificateholder’s receipt from the applicable special servicer of such special servicer’s recommendation and analysis with respect to such Major Decision); provided that after the occurrence and during the continuance of a Control Termination Event, but prior to a Consultation Termination Event, a special servicer will not be permitted to agree to any such matter without such special servicer’s consultation with the Directing Certificateholder as provided in the PSA and described in this prospectus.

Upon receiving a request for any matter described in the first paragraph of this section that constitutes a Major Decision or a Special Servicer Decision with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) that is not a Specially Serviced Loan, the applicable master servicer will be required to promptly forward such request to the applicable special servicer and, unless otherwise agreed, such special servicer will be required to process such request (including, without limitation, interfacing with the borrower) and, except as provided in the next sentence, such master servicer will have no further obligation with respect to such request or the Major Decision or Special Servicer Decision. The applicable master servicer will deliver any additional information in such

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master servicer’s possession to applicable special servicer requested by such special servicer relating to such Major Decision or Special Servicer Decision. The applicable master servicer will not be permitted to process any Major Decision or Special Servicer Decision and will not be required to interface with the borrower or provide a written recommendation and/or analysis with respect to any Major Decision or Special Servicer Decision.

In connection with the processing by the applicable master servicer of the matters described in the second preceding paragraph, the applicable master servicer will deliver notice thereof to the applicable special servicer after completion (and the applicable special servicer will promptly, prior to the occurrence and continuance of a Consultation Termination Event and other than in respect of any Excluded Loan with respect to the Directing Certificateholder, deliver notice thereof to the Directing Certificateholder), except to the extent that the applicable special servicer notifies the applicable master servicer that the applicable special servicer does not desire to receive copies of such items). With respect to a Mortgage Loan that is not a Specially Serviced Loan, the following actions will be performed by the applicable master servicer (each such action, a “Master Servicer Decision”) and, in connection with each such action, the applicable master servicer will not be required (other than as provided below in this paragraph) to seek or obtain the consent or approval of (or consult with) the Directing Certificateholder, the applicable special servicer or the Risk Retention Consultation Party:

(i)       grant waivers of non-material covenant defaults (other than financial covenants and receipt of financial statements, but including immaterial timing waivers such as with respect to late financial statements);

(ii)       consents to releases of non-material, non-income producing parcels of a Mortgaged Property that do not materially affect the use or value of the related Mortgaged Property or the ability of the related borrower to pay amounts due in respect of the Mortgage Loan as and when due, provided such releases are required by the related Mortgage Loan documents and there is no lender discretion permitted under the Mortgage Loan documents;

(iii)       approve or consent to grants of easements or rights of way (including, without limitation for utilities, access, parking, public improvements or another purpose) or subordination of the lien of the Mortgage Loan to easements if the applicable special servicer has determined, in accordance with the proviso to the definition of “Special Servicer Decision”, that such easements or rights of way do not materially affect the use or value of a Mortgaged Property or a borrower’s ability to make payments with respect to the related Mortgage Loan or any related Companion Loan;

(iv)       grant subordination, non-disturbance and attornment agreements and consents involving leasing activities that do not involve a ground lease and affect an area less than or equal to the lesser of (a) 30% of the net rentable area of the improvements at the Mortgaged Property and (b) 30,000 square feet of the improvements at the Mortgaged Property), including approval of new leases and amendments to current leases;

(v)       consent to actions and releases related to condemnation of parcels of a Mortgaged Property if the applicable special servicer has determined, in accordance with the proviso to the definition of “Special Servicer Decision”, that such condemnation is not with respect to a material parcel or a material income producing parcel and such condemnation does not materially affect the use or value of the related Mortgaged Property or the ability of the related borrower to pay amounts due in respect of the related Mortgage Loan or Companion Loan when due;

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(vi)       consent to a change in property management relating to any Mortgage Loan if the replacement property manager is not a Borrower Party and, with respect to a Mortgage Loan other than a Mortgage Loan secured by a residential cooperative property sold to the trust by National Cooperative Bank, N.A., the Mortgage Loan has an outstanding principal balance less than $10,000,000;

(vii)       approve annual operating budgets for Mortgage Loans;

(viii)       grant any extension or enter into any forbearance with respect to the anticipated refinancing of a Mortgage Loan or sale of a Mortgaged Property after the related maturity date of such Mortgage Loan so long as (1) such extension or forbearance does not extend beyond 120 days after the related maturity date and (2) the related borrower has delivered documentation reasonably satisfactory in form and substance to the applicable master servicer or the applicable special servicer which provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days after the date on which such balloon payment will become due;

(ix)       any non-material modification, amendment, consent to a non-material modification or waiver of any term of any intercreditor, co-lender or similar agreement with any mezzanine lender, subordinate debt holder or Pari Passu Companion Loan holder related to a Mortgage Loan or Whole Loan if the applicable special servicer has determined, in accordance with the proviso to the definition of “Major Decision”, that such modification, amendment or consent is administrative in nature, including a note splitting amendment, provided, that if any such modification or amendment would adversely impact the applicable special servicer, such modification or amendment will additionally require the consent of the applicable special servicer as a condition to its effectiveness;

(x)       any determination of Acceptable Insurance Default, except that, prior to the occurrence and continuance of any Control Termination Event and other than in the case of any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder’s consent (or deemed consent) will be required in accordance with the terms of the PSA for any such determination;

(xi)       approve or consent to any defeasance of the related Mortgage Loan or Serviced Companion Loan other than agreeing to (A) a modification of the type of defeasance collateral required under the Mortgage Loan or Serviced Whole Loan documents other than direct, non-callable obligations of the United States would be permitted or (B) a modification that would permit a principal prepayment instead of defeasance if the Mortgage Loan or Serviced Whole loan documents do not otherwise permit such principal prepayment;

(xii)       any determination to bring a Mortgaged Property into compliance with applicable environmental laws or to otherwise address hazardous material located at a Mortgaged Property subject, prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, to the consent (or deemed consent) of the Directing Certificateholder,

(xiii)       any transfer of the Mortgaged Property that the loan documents allow without the consent of the mortgagee but subject to satisfaction of conditions specified in the loan documents where no lender discretion is necessary in order to determine if such conditions are satisfied;

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(xiv)       to the extent not a Major Decision or a Special Servicer Decision pursuant to clause (x) of the definition of “Major Decision” or clause (iii) of the definition of “Special Servicer Decision”, respectively, any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance”, “earn-out”, “holdback” or similar escrows or reserves where such request is with respect to a Mortgage Loan secured by a residential cooperative property sold to the trust by National Cooperative Bank, N.A. or is for the funding or disbursement of ordinary course impounds, repair and replacement reserves, lender approved budget and operating expenses, and tenant improvements pursuant to an approved lease, each in accordance with the Mortgage Loan documents (all such fundings and disbursements being collectively referred to as “Routine Disbursements”) or any other funding or disbursement as mutually agreed upon by the applicable master servicer and the applicable special servicer; provided, however, that in the case of any Mortgage Loan (other than a Mortgage Loan secured by a residential cooperative property sold to the trust by National Cooperative Bank, N.A.), whose escrows, reserves, holdbacks and related letters of credit exceed, in the aggregate, at the related origination date, 10% of the initial principal balance of such Mortgage Loan, no such funding or disbursement of such escrows, reserves, holdbacks or letters of credit will be deemed to constitute a Routine Disbursement, and will instead constitute Special Servicer Decisions, except for the routine funding of tax payments and insurance premiums when due and payable;

(xv)       with respect to a Mortgage Loan secured by a residential cooperative property sold to the trust by National Cooperative Bank, N.A., consent to the related borrower incurring subordinate debt secured by the related Mortgaged Property, subject to the satisfaction of certain conditions with respect to such subordinate debt; and

(xvi)       grant or agree to any other waiver, modification, amendment and/or consent that does not constitute a Major Decision or a Special Servicer Decision; provided that (A) any such action would not in any way affect a payment term of the Certificates, (B) any such action would not constitute a “significant modification” of such Mortgage Loan or Companion Loan pursuant to Treasury regulations Section 1.860G-2(b) and would not otherwise cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes (as evidenced by an opinion of counsel (at the issuing entity’s expense), to the extent requesting such opinion is consistent with the Servicing Standard), (C) agreeing to such action would be consistent with the Servicing Standard, and (D) agreeing to such action would not violate the terms, provisions or limitations of the PSA or any Intercreditor Agreement.

In the case of any Master Servicer Decision that requires the consent of the Directing Certificateholder, such consent shall be deemed given if a response to the request for consent is not provided within 10 business days after receipt of the applicable master servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably available to such master servicer in order to grant or withhold such consent.

If, and only if, the applicable special servicer determines that a modification, waiver or amendment (including the forgiveness or deferral of interest or principal or the substitution or release of collateral or the pledge of additional collateral) of the terms of a Specially Serviced Loan with respect to which a payment default or other material default has occurred or a payment default or other material default is, in such special servicer’s judgment, reasonably foreseeable, is reasonably likely to produce a greater (or equivalent) recovery on a net present value basis (the relevant discounting to be performed at the related Mortgage Rate) to the issuing entity and, if applicable, the holders of any applicable

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Companion Loan, than liquidation of such Specially Serviced Loan, then such special servicer may, but is not required to, agree to a modification, waiver or amendment of the Specially Serviced Loan, subject to (x) the restrictions and limitations described below, (y) with respect to any Major Decision, (a) with respect to any Mortgage Loan other than any Excluded Loan as to such party, the approval of the Directing Certificateholder (prior to the occurrence and continuance of a Control Termination Event or after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, upon consultation with the Directing Certificateholder) and (b) upon request of the Risk Retention Consultation Party, with respect to a Specially Serviced Loan other than any Excluded Loan as to such party, non-binding consultation with the Risk Retention Consultation Party (within the same time period as it would obtain the approval of, or consult with, the Directing Certificateholder), in each case as provided in the PSA and described in this prospectus and (z) with respect to a Serviced Whole Loan, the rights of the holder of the related Companion Loan, as applicable, to advise or consult with the applicable special servicer with respect to, or consent to, such modification, waiver or amendment, in each case, pursuant to the terms of the related intercreditor agreement and, with respect to a Mortgage Loan that has mezzanine debt, the rights of the mezzanine lender to consent to such modification, waiver or amendment, in each case, pursuant to the terms of the related intercreditor agreement.

In connection with (i) the release of a Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced Whole Loan) or any portion of such a Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced Whole Loan) or any portion of such a Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan documents require the applicable master servicer or the applicable special servicer, as applicable, to calculate (or to approve the calculation of the related borrower of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then such calculation will, unless then permitted by the REMIC provisions, exclude the value of personal property and going concern value, if any, as determined by an appropriate third party.

Each special servicer is required to use its reasonable efforts to the extent reasonably possible to fully amortize a modified Mortgage Loan prior to the Rated Final Distribution Date. Neither special servicer may agree to a modification, waiver or amendment of any term of any Specially Serviced Loan for which it is acting as special servicer if that modification, waiver or amendment would:

(1)       extend the maturity date of the Specially Serviced Loan to a date occurring later than the earlier of (A) 5 years prior to the Rated Final Distribution Date and (B) if the Specially Serviced Loan is secured solely or primarily by a leasehold estate and not the related fee interest, the date occurring 20 years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the ground lease and (a) prior to the occurrence and continuance of a Control Termination Event, with the consent of the Directing Certificateholder and (b) upon request of the Risk Retention Consultation Party, with non-binding consultation with the Risk Retention Consultation Party within the same time period as it would obtain the consent of, or consult with, the Directing Certificateholder (in either such case, other than with respect to any Mortgage Loan that is an Excluded Loan as to such party), 10 years, prior to the end of the current term of the ground lease, plus any options to extend exercisable unilaterally by the borrower; or

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(2)       provide for the deferral of interest unless interest accrues on the Mortgage Loan or any Serviced Whole Loan, generally, at the related Mortgage Rate.

If either special servicer gives notice of any modification, waiver or amendment of any term of any Specially Serviced Loan (other than a Non-Serviced Whole Loan) or related Companion Loan, such special servicer will be required to notify the master servicer, the holder of any related Companion Loan, the related mortgage loan seller (so long as such mortgage loan seller is not a master servicer or sub-servicer of such Mortgage Loan, the Directing Certificateholder or the Risk Retention Consultation Party), the operating advisor (after the occurrence and during the continuance of a Control Termination Event), the certificate administrator, the trustee, the Directing Certificateholder (other than with respect to any Mortgage Loan that is an Excluded Loan as to such party, and unless a Consultation Termination Event has occurred and is continuing) and the Risk Retention Consultation Party (other than with respect to a Mortgage Loan that is an Excluded Loan as to such party), and the 17g-5 Information Provider, who will thereafter post any such notice to the 17g-5 Information Provider’s website. If either master servicer gives notice of any modification, waiver or amendment of any term of any such Mortgage Loan or related Companion Loan, such master servicer will be required to notify the certificate administrator, the trustee, the applicable special servicer (and the applicable special servicer will forward such notice to the Directing Certificateholder (other than with respect to any Mortgage Loan that is an Excluded Loan as to such party, and unless a Consultation Termination Event has occurred and is continuing) and the Risk Retention Consultation Party (other than with respect to a Mortgage Loan that is an Excluded Loan as to such party)), the related mortgage loan seller (so long as such mortgage loan seller is not a master servicer or sub-servicer of such Mortgage Loan, the Directing Certificateholder or the Risk Retention Consultation Party), the holder of any related Companion Loan and the 17g-5 Information Provider, who will be required to thereafter post any such notice to the 17g-5 Information Provider’s website. The party providing notice will be required to deliver to the custodian for deposit in the related Mortgage File, an original counterpart of the agreement related to the modification, waiver or amendment, promptly following the execution of that agreement, and if required, a copy to the applicable master servicer and to the holder of any related Companion Loan, all as set forth in the PSA. Copies of each agreement whereby the modification, waiver or amendment of any term of any Mortgage Loan is effected are required to be available for review during normal business hours at the offices of the custodian. See “Description of the Certificates—Reports to Certificateholders; Certain Available Information”.

The modification, waiver or amendment of a Serviced Whole Loan or a Mortgage Loan that has a related mezzanine loan will be subject to certain limitations set forth in the related intercreditor agreement. See “Risk Factors—Risks Relating to the Mortgage Loans—Other Financings or Ability to Incur Other Indebtedness Entails Risk”.

Each of the following is a “Special Servicer Decision”:

(i)       approval of any waiver regarding the receipt of financial statements (other than immaterial timing waivers including late financial statements);

(ii)       subject to the proviso at the end of this definition, consent to actions and releases related to condemnation of parcels of a Mortgaged Property;

(iii)       other than with respect to a Mortgage Loan secured by a residential cooperative property sold to the trust by National Cooperative Bank, N.A., any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance”, “earn-out”, “holdback” or similar escrows or

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reserves, including the funding or disbursement of any such amounts with respect to any Mortgage Loan (other than with respect to a Mortgage Loan secured by a residential cooperative property sold to the trust by National Cooperative Bank, N.A.), but excluding, as to Mortgage Loans that are not Specially Serviced Loans, any routine and/or customary escrow and reserve fundings or disbursements for which the satisfaction of performance-related criteria or lender discretion is not required or permitted pursuant to the terms of the related Mortgage Loan documents (for the avoidance of doubt, any request with respect to a Mortgage Loan that is not a Specially Serviced Loan for Routine Disbursements or any other funding or disbursement as mutually agreed upon by the applicable master servicer and the applicable special servicer, will not constitute a Special Servicer Decision; provided, however, that in the case of any Mortgage Loan (other than with respect to a Mortgage Loan secured by a residential cooperative property sold to the trust by National Cooperative Bank, N.A.) whose escrows, reserves, holdbacks and related letters of credit exceed, in the aggregate, at the related origination date, 10% of the initial principal balance of such Mortgage Loan, no such funding or disbursement of such escrows, reserves, holdbacks or letters of credit will be deemed to constitute a Routine Disbursement, and will instead constitute Special Servicer Decisions, except for the routine funding of tax payments and insurance premiums when due and payable (provided that the Mortgage Loan is not a Specially Serviced Loan));

(iv)       other than with respect to a Mortgage Loan secured by a residential cooperative property sold to the trust by National Cooperative Bank, N.A., requests to incur additional debt in accordance with the terms of the Mortgage Loan documents;

(v)       subject to the proviso at the end of this definition, any approval or consent to grants of easements or rights of way (including, without limitation, for utilities, access, parking, public improvements or another purpose) or subordination of the lien of the Mortgage Loan to easements, that materially affect the use or value of a Mortgaged Property or a borrower’s ability to make payments with respect to the related Mortgage Loan or any related Companion Loan;

(vi)       determining whether to cure any default by a borrower under a ground lease or permit any Ground Lease modification, amendment or subordination, non-disturbance and attornment agreement or entry into a new Ground Lease; and

(vii)      other than with respect to a ground lease, any modification, waiver or amendment of any lease, the execution of a new lease or the granting of a subordination, non-disturbance and attornment agreement in connection with any lease at a Mortgaged Property or REO Property if the lease affects an area greater than the lesser of (1) 30% of the net rentable area of the improvements at the Mortgaged Property and (2) 30,000 square feet of the improvements at the Mortgaged Property; provided that the special servicer will be required to reach a decision on any such Special Servicer Decision within twenty (20) business days of its receipt from the borrower of all information reasonably requested by the Special Servicer in order to process the Special Servicer Decision (such twenty (20) business days being inclusive of the five (5) business day period within which the Directing Certificateholder is required to grant or withhold its consent);

provided that, with respect to a non-Specially Serviced Loan, if the special servicer determines (a) with respect to clause (ii) above, that a condemnation is not with respect to a material parcel or a material income producing parcel and that such condemnation does not materially affect the use or value of the related Mortgaged Property or the ability of the related borrower to pay amounts due in respect of the related Mortgage Loan or Companion

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Loan when due, or (b) with respect to clause (v) above that an easement or right of way will not materially affect the use or value of a Mortgaged Property or a borrower’s ability to make payments with respect to the related Mortgage Loan or any related Companion Loan, it is required to provide written notice of such determination to the applicable master servicer, in which case, the applicable master servicer will process such decision and such decision will be deemed to be a Master Servicer Decision not a Special Servicer Decision; provided, further, that the applicable special servicer will be required to make any such determination and provide any such notice within two (2) business days of its receipt of a request related to any such decision.

Except as otherwise described under “—Control Termination Event and Consultation Termination Event” and “—Servicing Override”, prior to the occurrence and continuance of a Control Termination Event, the applicable special servicer will only be permitted to take any of the Special Servicer Decisions in clauses (iv), (v), (vi) and (vii) of the definition of “Special Servicer Decision” as to which the Directing Certificateholder has consented in writing within ten (10) business days (or, with respect to clause (vii) of the definition of “Special Servicer Decision”, five (5) business days) after receipt of the applicable special servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably available to the special servicer in order to grant or withhold such consent (provided that if such written consent has not been received by the special servicer within such 10 business day (or five (5) business day) period, the Directing Certificateholder will be deemed to have approved such action).

Enforcement of “Due-on-Sale” and “Due-on-Encumbrance” Provisions

Other than with respect to an action that constitutes a Master Servicer Decision pursuant to clause (xiii) of the definition thereof, the applicable special servicer will determine, in a manner consistent with the Servicing Standard, whether (a) to exercise any right it may have with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan containing a “due-on-sale” clause (1) to accelerate the payments on that Mortgage Loan and any related Companion Loan, as applicable, or (2) to withhold its consent to any sale or transfer, consistent with the Servicing Standard or (b) to waive its right to exercise such rights; provided, however, that if such matter is a Major Decision (i) prior to the occurrence and continuance of any Control Termination Event and other than with respect to an applicable Excluded Loan with respect to the Directing Certificateholder, the applicable special servicer has obtained the prior written consent (or deemed consent) of the Directing Certificateholder (or after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event and other than with respect to an applicable Excluded Loan with respect to the Directing Certificateholder, the applicable special servicer has consulted with the Directing Certificateholder), which consent will be deemed given 10 business days after the Directing Certificateholder’s receipt of the special servicer’s written recommendation and analysis with respect to such waiver and all information reasonably requested by the Directing Certificateholder, and reasonably available to the special servicer with respect to such proposed waiver or proposed granting of consent and (ii) with respect to any Mortgage Loan (either alone or, if applicable, with other related Mortgage Loans) that exceeds specified size thresholds (either actual or relative), or that fails to satisfy certain other applicable conditions imposed by the Rating Agencies, a Rating Agency Confirmation is received by the applicable master servicer or the special servicer, as the case may be, from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of securities backed, wholly or partially, by any Serviced Companion Loan (if any).

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For the avoidance of doubt, with respect to any “due-on-sale” matter described above that is a Major Decision related to any Mortgage Loan that is not an Excluded Loan with respect to the Risk Retention Consultation Party or the holder of the majority of the RR Interest, the applicable special servicer will be required to consult on a non-binding basis with the Risk Retention Consultation Party with respect to (i) prior to the occurrence and continuance of a Consultation Termination Event, Specially Serviced Loans; and (ii) following the occurrence and during the continuance of a Consultation Termination Event, all Mortgage Loans, within the same time period as it would obtain the consent of, or consult with, the Directing Certificateholder with respect to such Major Decision.

With respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan with a “due-on-encumbrance” clause (and other than with respect to an action that constitutes a Master Servicer Decision pursuant to clause (xiii) or clause (xv) of the definition thereof), the applicable special servicer will determine, in a manner consistent with the Servicing Standard, whether (a) to exercise any right it may have with respect to a Mortgage Loan containing a “due-on-encumbrance” clause (1) to accelerate the payments thereon, or (2) to withhold its consent to the creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) to waive its right to exercise such rights, provided, however, that if such matter is a Major Decision (i) the applicable special servicer, other than with respect to any waiver of a “due-on-encumbrance” clause, which such waiver constitutes a Master Servicer Decision pursuant to clause (xiii) or clause (xv) of the definition thereof (x) prior to the occurrence and continuance of any Control Termination Event, has obtained the prior written consent (or deemed consent) of the Directing Certificateholder (other than with respect to any Mortgage Loan that is an Excluded Loan as to such party), or (y) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, the special servicer has consulted with the Directing Certificateholder (other than with respect to any Mortgage Loan that is an Excluded Loan as to such party), which consent will be deemed given 10 business days after the Directing Certificateholder’s receipt of the applicable special servicer’s written recommendation and analysis with respect to such waiver and all information reasonably requested by the Directing Certificateholder, and reasonably available to the applicable special servicer with respect to such proposed waiver or proposed granting of consent and (ii) with respect to any Mortgage Loan (either alone or, if applicable, with other related Mortgage Loans) that exceeds specified size thresholds (either actual or relative), or that fails to satisfy certain other applicable conditions imposed by the Rating Agencies, the applicable master servicer or the applicable special servicer has received a Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of securities backed, wholly or partially, by any Serviced Companion Loan (if any).

For the avoidance of doubt, with respect to any “due-on-encumbrance” matter described above that is a Major Decision related to any Mortgage Loan that is not an Excluded Loan with respect to the Risk Retention Consultation Party or the holder of the majority of the RR Interest, the applicable special servicer will be required to consult on a non-binding basis with the Risk Retention Consultation Party with respect to (i) prior to the occurrence and continuance of a Consultation Termination Event, Specially Serviced Loans; and (ii) following the occurrence and during the continuance of a Consultation Termination Event, all Mortgage Loans, within the same time period as it would obtain the consent of, or consult with, the Directing Certificateholder with respect to such Major Decision.

Upon receiving a request for any matter described in the first and third paragraphs of this section that constitutes a consent or waiver with respect to a “due-on-sale” or “due-on-

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encumbrance” clause with respect to a Mortgage Loan that is not a Specially Serviced Loan and other than any transfers provided for in clause (xiii) of the definition of “Master Servicer Decision” and other than any waiver of a “due-on-encumbrance” clause which waiver constitutes a Master Servicer Decision pursuant to clause (xiii) or clause (xv) of the definition thereof, the applicable master servicer will be required to promptly forward such request to the applicable special servicer and the applicable special servicer will be required to process such request (including, without limitation, interfacing with the borrower) and except as provided in the next sentence, the related master servicer will have no further obligation with respect to such request or due-on-sale or due-on-encumbrance. The master servicer will continue to cooperate with the special servicer by delivering any additional information in the applicable master servicer’s possession to the applicable special servicer requested by the applicable special servicer relating to such consent or waiver with respect to a “due-on-sale” or “due-on-encumbrance” clause. The applicable master servicer will not be permitted to process any request relating to such consent or waiver with respect to a “due-on-sale” or “due-on-encumbrance” clause (other than any transfers provided for in clause (xiii) of the definition of “Master Servicer Decision” and other than any waiver of a “due-on-encumbrance” clause which waiver constitutes a Master Servicer Decision pursuant to clause (xiii) or clause (xv) of the definition thereof) and will not be required to interface with the borrower or provide a written recommendation and analysis with respect to any such request.

Any modification, extension, waiver or amendment of the payment terms of a Non-Serviced Whole Loan will be required to be structured so as to be consistent with the servicing standard under the related Non-Serviced PSA and the allocation and payment priorities in the related Mortgage Loan documents and the related Intercreditor Agreement, such that neither the issuing entity as holder of such Non-Serviced Mortgage Loan nor any holder of the related Non-Serviced Companion Loan gains a priority over the other holder that is not reflected in the related Mortgage Loan documents and the related Intercreditor Agreement.

Notwithstanding the foregoing, with respect to the Mortgage Loans secured by residential cooperative properties, the related master servicer will be permitted to waive the enforcement of “due-on-encumbrance” clauses to permit subordinate debt secured by the related Mortgaged Property without the consent of the applicable special servicer or any other person (and without the need to obtain a Rating Agency Confirmation), but subject to the satisfaction of various conditions set forth in the PSA. The Mortgage Loans secured by residential cooperative properties do not restrict the transfer or pledge of interests in the related cooperative borrower in connection with the transfer or financing of cooperative apartment units.

Inspections

Each master servicer will be required to perform (at its own expense) or cause to be performed (at its own expense) physical inspections of each Mortgaged Property relating to a Mortgage Loan (other than a Mortgaged Property securing a Non-Serviced Mortgage Loan, which is subject to inspection pursuant to the related Non-Serviced PSA, and other than a Specially Serviced Loan) for which it is acting as master servicer with a Stated Principal Balance of (A) $2,000,000 or more at least once every 12 months and (B) less than $2,000,000 at least once every 24 months, in each case commencing in the calendar year 2018 (and each Mortgaged Property is required to be inspected on or prior to December 31, 2019) unless a physical inspection has been performed by the applicable special servicer within the previous 12 months; provided, further, however, that if any scheduled payment becomes more than 60 days delinquent on the related Mortgage Loan, such special servicer is required to inspect or cause to be inspected the related Mortgaged Property as soon as

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practicable after the Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as the Mortgage Loan remains a Specially Serviced Loan (the cost of which inspection, to the extent not paid by the related borrower, will be reimbursed first from default interest and late charges constituting additional compensation of the applicable special servicer on the related Mortgage Loan (but with respect to a Serviced Whole Loan, only amounts available for such purpose under the related Intercreditor Agreement) and then from the Collection Accounts as an expense of the issuing entity, and in the case of a Serviced Whole Loan, as an expense of the holders of the related Serviced Mortgage Loan and Serviced Companion Loan, pro rata and pari passu, to the extent provided in the related Intercreditor Agreement. The applicable special servicer or master servicer, as applicable, will be required to prepare or cause to be prepared a written report of the inspection describing, among other things, the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of any vacancies at the Mortgaged Property of which the preparer of such report has knowledge and the applicable master servicer or special servicer, as applicable, deems material, of any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, of any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the applicable master servicer or special servicer, as applicable, deems material, or of any material waste committed on the Mortgaged Property to the extent evident from the inspection.

Copies of the inspection reports referred to above that are delivered to the certificate administrator will be posted to the certificate administrator’s website for review by Privileged Persons pursuant to the PSA. See “Description of the Certificates—Reports to Certificateholders; Certain Available Information”.

Collection of Operating Information

With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), the applicable special servicer or the applicable master servicer, as applicable, will be required to use reasonable efforts to collect and review quarterly and annual (or, in the case of Mortgage Loans secured by residential cooperative properties, annual only) operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property commencing with the calendar quarter ending on March 31, 2018 and the calendar year ending on December 31, 2018. Most of the Mortgage Loan documents obligate the related borrower to deliver annual property operating statements. However, we cannot assure you that any operating statements required to be delivered will in fact be delivered, nor is the applicable special servicer or the applicable master servicer likely to have any practical means of compelling the delivery in the case of an otherwise performing Mortgage Loan. In addition, the applicable special servicer will be required to cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and to collect all such items promptly following their preparation.

Special Servicing Transfer Event

The Mortgage Loans (other than a Non-Serviced Mortgage Loan), any related Companion Loan and any related REO Properties will be serviced by the applicable special servicer under the PSA in the event that the servicing responsibilities of the related master servicer are transferred to such special servicer as described below. Such Mortgage Loans and related Companion Loan (including those loans that have become REO Properties) serviced by either special servicer are referred to in this prospectus collectively as the “Specially Serviced Loans”. Each master servicer will be required to transfer its servicing responsibilities to the applicable special servicer with respect to any Mortgage Loan

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(including any related Companion Loan) for which such master servicer is responsible for servicing:

(1)       the related borrower has failed to make when due any balloon payment, and the borrower has not delivered to the applicable master servicer or the applicable special servicer, as applicable, on or before the date on which the subject payment was due, a written and fully executed (subject only to customary final closing conditions) refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance to the applicable master servicer or the applicable special servicer, as applicable, (and the applicable master servicer or the applicable special servicer, as applicable, will be required to promptly forward such commitment to the applicable special servicer or the applicable master servicer, as applicable) which provides that such refinancing will occur within 120 days  after the date on which such balloon payment will become due (provided that if either such refinancing does not occur before the expiration of the time period for refinancing specified in such refinancing commitment or the applicable master servicer is required to make a P&I Advance in respect of such Mortgage Loan (or, in the case of any Serviced Whole Loan, in respect of the Mortgage Loan included in the same Whole Loan) at any time prior to such refinancing, a special servicing transfer event will occur immediately);

(2)       the related borrower has failed to make when due any Periodic Payment (other than a balloon payment) or any other payment (other than a balloon payment) required under the related mortgage note or the related mortgage, which failure continues unremedied for 60 days;

(3)       the applicable master servicer determines (in accordance with the Servicing Standard) or receives from the applicable special servicer a written determination of such special servicer (which determination the applicable special servicer is required to make in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if no Control Termination Event has occurred and is continuing) or (B) following consultation with the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if a Control Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and is continuing) that a default in making any Periodic Payment (other than a balloon payment) or any other material payment (other than a balloon payment) required under the related mortgage note or the related mortgage is likely to occur in the foreseeable future, and such default is likely to remain unremedied for at least 60 days beyond the date on which the subject payment will become due; or the applicable master servicer determines (in accordance with the Servicing Standard) or receives from the applicable special servicer a written determination of such special servicer (which determination the applicable special servicer is required to make in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if no Control Termination Event has occurred and is continuing) or (B) following consultation with the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if a Control Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and is continuing) that a default in making a balloon payment is likely to occur in the foreseeable future, and such default is likely to remain unremedied for at least 60 days beyond the date on which such balloon payment will become due (or, if the borrower has delivered a written and fully executed (subject only to customary final closing conditions) refinancing commitment from an acceptable lender reasonably satisfactory in form and substance to applicable the master servicer or the applicable special servicer (and such master servicer or such special servicer, as applicable, will be required to promptly forward such commitment to the applicable

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special servicer or the applicable master servicer, as applicable) which provides that such refinancing will occur within 120 days after the date on which such balloon payment will become due, the applicable master servicer determines (in accordance with the Servicing Standard) or receives from the applicable special servicer a written determination of such special servicer (which determination the applicable special servicer is required to make in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if no Control Termination Event has occurred and is continuing) or (B) following consultation with the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if a Control Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and is continuing) that (a) the borrower is likely not to make one or more assumed Periodic Payments as described under “Pooling and Servicing Agreement—Advances—P&I Advances” in this prospectus prior to such a refinancing or (b) the refinancing is not likely to occur within 120 days following the date on which the balloon payment will become due);

(4)       there has occurred a default (including, in the applicable master servicer's or the applicable special servicer's judgment, the failure of the related borrower to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents, unless such default has been waived in accordance with the PSA) under the related Mortgage Loan documents, other than as described in clause (1) or (2) above, that may, in the good faith and reasonable judgment of the applicable master servicer or the applicable special servicer (and, in the case of the applicable special servicer (A) with the consent of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if no Control Termination Event has occurred and is continuing) or (B) following consultation with the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if a Control Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and is continuing), materially impair the value of the related Mortgaged Property as security for such Mortgage Loan or Serviced Whole Loan or otherwise materially and adversely affect the interests of Certificateholders (or, in the case of a Serviced Whole Loan, the interests of any holder of a related Serviced Companion Loan), which default has continued unremedied for the applicable cure period under the terms of such Mortgage Loan or Serviced Whole Loan (or, if no cure period is specified, 60 days);

(5)       a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, has been entered against the related borrower and such decree or order has remained in force undischarged or unstayed for a period of sixty (60) days;

(6)       the related borrower has consented to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such borrower or of or relating to all or substantially all of its property;

(7)       the related borrower has admitted in writing its inability to pay its debts generally as they become due, filed a petition to take advantage of any applicable insolvency or reorganization statute, made an assignment for the benefit of its creditors, or voluntarily suspended payment of its obligations;

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(8)       the applicable master servicer or the applicable special servicer receives notice of the commencement of foreclosure or similar proceedings with respect to the corresponding Mortgaged Property; or

(9)       the applicable master servicer or the applicable special servicer (and in the case of the applicable special servicer, with the consent of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only for so long as no Control Termination Event has occurred and is continuing)) determines that (i) a default (including, in the applicable master servicer's or the applicable special servicer's judgment, the failure of the related borrower to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents, unless such default has been waived in accordance with the PSA) under the Mortgage Loan documents (other than as described in clause 3 above) is imminent or reasonably foreseeable, (ii) such default will materially impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan or Serviced Pari Passu Companion Loan (if any) or otherwise materially and adversely affect the interests of Certificateholders (or the holder of the related Serviced Pari Passu Companion Loan) and (iii) the default is likely to continue unremedied for the applicable cure period under the terms of the Mortgage Loan documents, or, if no cure period is specified and the default is capable of being cured, for 60 days.

However, the applicable master servicer will be required to continue to (x) receive payments on the Mortgage Loans (and any related Serviced Companion Loan) (including amounts collected by the applicable special servicer), (y) make certain calculations with respect to the Mortgage Loans and any related Serviced Companion Loan and (z) make remittances and prepare certain reports to the Certificateholders with respect to the Mortgage Loans and any related Serviced Companion Loan. Additionally, such master servicer will continue to receive the Servicing Fee in respect of the Mortgage Loans (and any related Serviced Companion Loan) at the Servicing Fee Rate.

If the related Mortgaged Property is acquired in respect of any Mortgage Loan (and any related Serviced Companion Loan) (upon acquisition, an “REO Property”) whether through foreclosure, deed-in-lieu of foreclosure or otherwise, the special servicer will continue to be responsible for its operation and management. If any Serviced Pari Passu Companion Loan becomes specially serviced, then the related Mortgage Loan will also become a Specially Serviced Loan. If any Mortgage Loan becomes a Specially Serviced Loan, then the related Serviced Companion Loan will also become a Specially Serviced Loan. Neither master servicer will have any responsibility for the performance by a special servicer of its duties under the PSA.

If any Specially Serviced Loan, in accordance with its original terms or as modified in accordance with the PSA, becomes performing for at least 3 consecutive Periodic Payments (provided that no additional event of default is foreseeable in the reasonable judgment of the applicable special servicer and no other event or circumstance exists that causes such Mortgage Loan or related Companion Loan to otherwise constitute a Specially Serviced Loan), such special servicer will be required to transfer servicing of such Specially Serviced Loan (a “Corrected Loan”) to the applicable master servicer.

Asset Status Report

The applicable special servicer will be required to prepare a report (an “Asset Status Report”) for each Mortgage Loan (other than a Non-Serviced Mortgage Loan) for which it acts as special servicer and, if applicable, any Serviced Whole Loan that becomes a Specially Serviced Loan not later than 60 days after the servicing of such Mortgage Loan is

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transferred to such special servicer. Each Asset Status Report will be required to be delivered in electronic form to:

● the Directing Certificateholder (but only with respect to any Mortgage Loan other than an Excluded Loan as to such party and prior to the occurrence and continuance of a Consultation Termination Event);

● the Risk Retention Consultation Party (but only with respect to any Mortgage Loan other than an Excluded Loan as to such party);

● with respect to any related Serviced Pari Passu Companion Loan, the holder of the related Serviced Pari Passu Companion Loan or, to the extent the related Serviced Pari Passu Companion Loan has been included in a securitization transaction, the master servicer of such securitization into which the related Serviced Pari Passu Companion Loan has been sold;

● the operating advisor (but, other than with respect to an Excluded Loan as to the Directing Certificateholder or the holder of the majority of the Controlling Class, only after the occurrence and during the continuance of a Control Termination Event);

● the applicable master servicer; and

● the 17g-5 Information Provider, which will be required to post such report to the 17g-5 Information Provider’s website.

A summary of each Final Asset Status Report will be provided to the certificate administrator and the certificate administrator will be required to post the summary of the Final Asset Status Report to the certificate administrator’s website.

An Asset Status Report prepared for each Specially Serviced Loan will be required to include, among other things, the following information:

● a summary of the status of such Specially Serviced Loan and any negotiations with the related borrower;

● a discussion of the legal and environmental considerations reasonably known to the applicable special servicer, consistent with the Servicing Standard, that are applicable to the exercise of remedies and to the enforcement of any related guaranties or other collateral for the related Specially Serviced Loan and whether outside legal counsel has been retained;

● the most current rent roll (or, with respect to residential cooperative properties, maintenance schedule) and income or operating statement available for the related Mortgaged Property;

● (A) the applicable special servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the applicable master servicer for regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered by such special servicer in connection with the proposed or taken actions;

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● the status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under the related Mortgage Loan or Serviced Whole Loan;

● a description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights lease, if applicable) or franchise agreement;

● the decision that the applicable special servicer made, or intends or proposes to make, including a narrative analysis setting forth such special servicer’s rationale for its proposed decision, including its rejection of the alternatives;

● an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis than not taking such action, setting forth (x) the basis on which the applicable special servicer made such determination and (y) the net present value calculation and all related assumptions;

● the appraised value of the related Mortgaged Property (and a copy of the last obtained appraisal of such Mortgaged Property) together with a description of any adjustments to the valuation of such Mortgaged Property made by the applicable special servicer together with an explanation of those adjustments; and

● such other information as the applicable special servicer deems relevant in light of the Servicing Standard.

With respect to any Mortgage Loan other than an Excluded Loan as to the Directing Certificateholder or the holder of the majority of the Controlling Class, if no Control Termination Event has occurred and is continuing, the Directing Certificateholder will have the right to disapprove the Asset Status Report prepared by either special servicer with respect to a Specially Serviced Loan within 10 business days after receipt of the Asset Status Report. If the Directing Certificateholder does not disapprove an Asset Status Report within 10 business days or if the applicable special servicer makes a determination, in accordance with the Servicing Standard, that the disapproval by the Directing Certificateholder (communicated to such special servicer within 10 business days) is not in the best interest of all the Certificateholders and the holder of any related Companion Loan, as a collective whole (taking into account the pari passu or subordinate nature of any Companion Loan), such special servicer will be required to implement the recommended action as outlined in the Asset Status Report. If the Directing Certificateholder disapproves the Asset Status Report within the 10 business day period and the applicable special servicer has not made the affirmative determination described above, such special servicer will be required to revise the Asset Status Report as soon as practicable thereafter, but in no event later than 30 days after the disapproval. The applicable special servicer will be required to continue to revise the Asset Status Report until the Directing Certificateholder fails to disapprove the revised Asset Status Report or until such special servicer makes a determination, in accordance with the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders and the holder of any related Companion Loan, as a collective whole (taking into account the pari passu or subordinate nature of any Companion Loan); provided that, if the Directing Certificateholder has not approved the Asset Status Report for a period of 60 business days following the first submission of an Asset Status Report, such special servicer may act upon the most recently submitted form of Asset Status Report, if consistent with the Servicing Standard.

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Prior to the occurrence of a Control Termination Event, the applicable special servicer will be required to deliver each Final Asset Status Report to the operating advisor promptly following the approval or deemed approval of the Directing Certificateholder.

If a Control Termination Event has occurred and is continuing, the applicable special servicer will be required to promptly deliver each Asset Status Report prepared in connection with a Specially Serviced Loan to the operating advisor and to the Directing Certificateholder (other than with respect to any Mortgage Loan that is an Excluded Loan as to such party)). The operating advisor will be required to provide comments to the special servicer in respect of the Asset Status Report, if any, within 10 business days following the later of receipt of (i) such Asset Status Report or (ii) such related additional information reasonably requested by the operating advisor, and propose possible alternative courses of action to the extent it determines such alternatives to be in the best interest of the Certificateholders (including any Certificateholders that are holders of the Control Eligible Certificates), as a collective whole. The applicable special servicer will be obligated to consider such alternative courses of action and any other feedback provided by the operating advisor (and the Directing Certificateholder (if no Consultation Termination Event has occurred and is continuing and other than with respect to any Mortgage Loan that is an Excluded Loan as to such party)) in connection with such special servicer’s preparation of any Asset Status Report. The applicable special servicer will revise the Asset Status Report as it deems necessary to take into account any input and/or comments from the operating advisor and the Directing Certificateholder (if no Consultation Termination Event has occurred and is continuing and other than with respect to any Mortgage Loan that is an Excluded Loan as to such party), to the extent such special servicer determines that the operating advisor’s and/or Directing Certificateholder’s input and/or recommendations are consistent with the Servicing Standard and in the best interest of the Certificateholders as a collective whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders and the holders of the related Companion Loan, as a collective whole (taking into account the pari passu nature of such Companion Loan)). Promptly upon determining whether or not to revise any Asset Status Report to take into account any input and/or comments from the operating advisor or the Directing Certificateholder, the applicable special servicer will be required to revise the Asset Status Report, if applicable, and deliver to the operating advisor and the Directing Certificateholder the revised Asset Status Report (until a Final Asset Status Report is issued) or provide notice that the applicable special servicer has decided not to revise such Asset Status Report, as applicable.

The applicable special servicer will not be required to take or to refrain from taking any action because of an objection or comment by the operating advisor or a recommendation of the operating advisor.

After the occurrence and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, each of the Directing Certificateholder (other than with respect to an applicable Excluded Loan) and the operating advisor will be entitled to consult with the applicable special servicer and propose alternative courses of action and provide other feedback in respect of any Asset Status Report. After the occurrence and during the continuance of a Consultation Termination Event, the Directing Certificateholder will have no right to consult with such special servicer with respect to Asset Status Reports and such special servicer will only be obligated to consult with the operating advisor with respect to any Asset Status Report as described above. The applicable special servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard to take into account any input and/or recommendations of the operating advisor or the Directing Certificateholder during the applicable periods described above, but is under no obligation to

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follow any particular recommendation of the operating advisor or the Directing Certificateholder.

With respect to each Non-Serviced Mortgage Loan, the related Non-Serviced Directing Certificateholder will have approval and consultation rights with respect to any asset status report prepared by the related Non-Serviced Special Servicer with respect to the related Non-Serviced Whole Loan that are substantially similar, but not identical, to the approval and consultation rights of the Directing Certificateholder with respect to the Mortgage Loans and the Serviced Whole Loans. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “—The Non-Serviced AB Whole Loan”. See also “—Servicing of the Non-Serviced Mortgage Loans” below.

Realization Upon Mortgage Loans

If a payment default or material non-monetary default on a Mortgage Loan (other than a Non-Serviced Mortgage Loan) has occurred, then, pursuant to the PSA, the applicable special servicer, on behalf of the trustee, may, in accordance with the terms and provisions of the PSA, at any time institute foreclosure proceedings, exercise any power of sale contained in the related Mortgage, obtain a deed-in-lieu of foreclosure, or otherwise acquire title to the related Mortgaged Property, by operation of law or otherwise. Such special servicer is not permitted, however, to cause the trustee to acquire title to any Mortgaged Property, have a receiver of rents appointed with respect to any Mortgaged Property or take any other action with respect to any Mortgaged Property that would cause the trustee, for the benefit of the Certificateholders, or any other specified person to be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or an “operator” of such Mortgaged Property within the meaning of certain federal environmental laws, unless such special servicer has determined in accordance with the Servicing Standard, based on an updated environmental assessment report prepared by a person who regularly conducts environmental audits and performed within six months prior to any such acquisition of title or other action (which report will be an expense of the issuing entity subject to the terms of the PSA) that:

(a)       such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant, that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the related Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and

(b)       there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action could be required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the related Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.

Such requirement precludes enforcement of the security for the related Mortgage Loan until a satisfactory environmental site assessment is obtained (or until any required remedial action is taken), but will decrease the likelihood that the issuing entity will become liable for a material adverse environmental condition at the Mortgaged Property. However,

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we cannot assure you that the requirements of the PSA will effectively insulate the issuing entity from potential liability for a materially adverse environmental condition at any Mortgaged Property.

If title to any Mortgaged Property is acquired by the issuing entity (directly or through a single member limited liability company established for that purpose), the applicable special servicer will be required to sell the Mortgaged Property prior to the close of the third calendar year beginning after the year of acquisition, unless (1) the IRS grants (or has not denied) a qualifying extension of time to sell the Mortgaged Property or (2) such special servicer, the certificate administrator and the trustee receive an opinion of independent counsel to the effect that the holding of the Mortgaged Property by the Lower-Tier REMIC longer than the above-referenced 3 year period will not result in the imposition of a tax on any Trust REMIC or cause any Trust REMIC to fail to qualify as a REMIC under the Code at any time that any certificate is outstanding. Subject to the foregoing and any other tax-related limitations, pursuant to the PSA, the applicable special servicer will generally be required to attempt to sell any Mortgaged Property so acquired in accordance with the Servicing Standard. The applicable special servicer will also be required to ensure that any Mortgaged Property acquired by the issuing entity is administered so that it constitutes “foreclosure property” within the meaning of Code Section 860G(a)(8) at all times, and that the sale of the Mortgaged Property does not result in the receipt by the issuing entity of any income from nonpermitted assets as described in Code Section 860F(a)(2)(B). If any Lower-Tier REMIC acquires title to any Mortgaged Property, the applicable special servicer, on behalf of such Lower-Tier REMIC, will retain, at the expense of the issuing entity, an independent contractor to manage and operate the property. The independent contractor generally will be permitted to perform construction (including renovation) on a foreclosed property only if the construction was more than 10% completed at the time default on the related Mortgage Loan became imminent. The retention of an independent contractor, however, will not relieve the applicable special servicer of its obligation to manage the Mortgaged Property as required under the PSA.

In general, the applicable special servicer will be obligated to cause any Mortgaged Property acquired as an REO Property to be operated and managed in a manner that would, in its reasonable judgment and in accordance with the Servicing Standard, maximize the issuing entity’s net after-tax proceeds from such property. Generally, no Trust REMIC will be taxable on income received with respect to a Mortgaged Property acquired by the issuing entity to the extent that it constitutes “rents from real property”, within the meaning of Code Section 856(c)(3)(A) and Treasury regulations under the Code. Rents from real property include fixed rents and rents based on the gross receipts or sales of a tenant but do not include the portion of any rental based on the net income or profit of any tenant or sub-tenant. No determination has been made whether rent on any of the Mortgaged Properties meets this requirement. Rents from real property include charges for services customarily furnished or rendered in connection with the rental of real property, whether or not the charges are separately stated. Services furnished to the tenants of a particular building will be considered as customary if, in the geographic market in which the building is located, tenants in buildings which are of similar class are customarily provided with the service. No determination has been made whether the services furnished to the tenants of the Mortgaged Properties are “customary” within the meaning of applicable regulations. It is therefore possible that a portion of the rental income with respect to a Mortgaged Property owned by the issuing entity would not constitute rents from real property. In addition, it is possible that none of the income with respect to a Mortgaged Property would qualify if a separate charge is not stated for non-customary services provided to tenants or if such services are not performed by an independent contractor. Rents from real property also do not include income from the operation of a trade or business on the Mortgaged

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Property, such as a hotel property, or rental income attributable to personal property leased in connection with a lease of real property if the rent attributable to personal property exceeds 15% of the total net rent for the taxable year. Any of the foregoing types of income may instead constitute “net income from foreclosure property”, which would be taxable to a REMIC at the highest marginal federal corporate rate (currently 35%) and may also be subject to state or local taxes. The PSA provides that the applicable special servicer will be permitted to cause the Lower-Tier REMIC to earn “net income from foreclosure property” that is subject to tax if it determines that the net after-tax benefit to Certificateholders is greater than another method of operating or net leasing the Mortgaged Property. Because these sources of income, if they exist, are already in place with respect to the Mortgaged Properties, it is generally viewed as beneficial to Certificateholders to permit the issuing entity to continue to earn them if it acquires a Mortgaged Property, even at the cost of this tax. These taxes would be chargeable against the related income for purposes of determining the proceeds available for distribution to holders of certificates. See “Material Federal Income Tax Considerations—Taxes That May Be Imposed on a REMIC—Prohibited Transactions”.

Under the PSA, each special servicer is required to establish and maintain one or more REO Accounts, to be held on behalf of the trustee for the benefit of the Certificateholders and with respect to a Serviced Whole Loan, the related Companion Holder, for the retention of revenues and insurance proceeds derived from each REO Property. Each special servicer is required to use the funds in the applicable REO Account to pay for the proper operation, management, maintenance and disposition of any REO Property for which it is acting as special servicer, but only to the extent that amounts on deposit in the applicable REO Account relate to such REO Property. To the extent that amounts in the applicable REO Account in respect of any REO Property are insufficient to make such payments, the applicable master servicer is required to make a Servicing Advance, unless it determines such Servicing Advance would be nonrecoverable. On or prior to each Determination Date, the applicable special servicer is required to deposit all amounts received in respect of each REO Property during the most recently ended Collection Period, net of any amounts withdrawn to make any permitted disbursements, into applicable the Collection Account; provided that such special servicer may retain in the applicable REO Account permitted reserves.

Sale of Defaulted Loans and REO Properties

If the applicable special servicer determines in accordance with the Servicing Standard that no satisfactory arrangements (including by way of discounted payoff) can be made for collection of delinquent payments thereon and such sale would be in the best economic interests of the Certificateholders or, in the case of a Serviced Whole Loan, Certificateholders and any holder of the related Serviced Pari Passu Companion Loan (as a collective whole as if such Certificateholders and Companion Holder constituted a single lender) to attempt to sell a Defaulted Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan as described below, such special servicer will be required to use reasonable efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present value basis. To the extent that a Non-Serviced Mortgage Loan is not sold together with the related Non-Serviced Companion Loan by the related Non-Serviced Special Servicer, the applicable special servicer will, under certain limited circumstances specified in the related Intercreditor Agreement, be entitled to sell (with respect to any Mortgage Loan other than an Excluded Loan, with the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing) such Non-Serviced Mortgage Loan if it

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determines in accordance with the Servicing Standard that such action would be in the best interests of the Certificateholders. In the absence of a cash offer at least equal to its outstanding principal balance plus all accrued and unpaid interest and outstanding costs and expenses and certain other amounts under the PSA (a “Par Purchase Price”), the applicable special servicer may purchase the Defaulted Loan for the Par Purchase Price or may accept the first cash offer received from any person that constitutes a fair price for the Defaulted Loan. If multiple offers are received during the period designated by the applicable special servicer for receipt of offers, such special servicer is generally required to select the highest offer. The applicable special servicer is required to give the trustee, the certificate administrator, the applicable master servicer, the operating advisor and (other than in respect of any applicable Excluded Loan) the Directing Certificateholder and the Risk Retention Consultation Party not less than 10 business days’ prior written notice of its intention to sell any such Defaulted Loan. Neither the trustee nor any of its affiliates may make an offer for or purchase any Defaulted Loan. “Defaulted Loan” means a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan (i) that is delinquent at least 60 days in respect of its Periodic Payments (other than a balloon payment) or delinquent in respect of its balloon payment, if any; provided that in respect of a balloon payment, such period will be 120 days if the related borrower has provided the special servicer with a written and fully executed commitment for refinancing of the related Mortgage Loan from an acceptable lender reasonably satisfactory in form and substance to such special servicer; and such delinquency is to be determined without giving effect to any grace period permitted by the related Mortgage or Mortgage Note and without regard to any acceleration of payments under the related Mortgage and Mortgage Note or (ii) as to which such special servicer has, by written notice to the related borrower, accelerated the maturity of the indebtedness evidenced by the related Mortgage Note.

The applicable special servicer will be required to determine whether any cash offer constitutes a fair price for any Defaulted Loan if the highest offeror is a person other than an Interested Person. In determining whether any offer from a person other than an Interested Person constitutes a fair price for any Defaulted Loan, such special servicer will be required to take into account (in addition to the results of any appraisal, updated appraisal or narrative appraisal that it may have obtained pursuant to the PSA within the prior 9 months), among other factors, the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy.

If the offeror is an Interested Person (provided that the trustee may not be a offeror), then the trustee will be required to determine whether the cash offer constitutes a fair price unless (i) the offer is equal to or greater than the applicable Par Purchase Price and (ii) the offer is the highest offer received. Absent an offer at least equal to the Par Purchase Price, no offer from an Interested Person will constitute a fair price unless (A) it is the highest offer received and (B) at least two other offers are received from independent third parties. In determining whether any offer received from an Interested Person represents a fair price for any such Defaulted Loan, the trustee will be supplied with and will be required to rely on the most recent appraisal or updated appraisal conducted in accordance with the PSA within the preceding 9-month period or, in the absence of any such appraisal, on a new appraisal. Except as provided in the following paragraph, the cost of any appraisal will be covered by, and will be reimbursable as, a Servicing Advance by the applicable master servicer.

Notwithstanding anything contained in the preceding paragraph to the contrary, if the trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the trustee will be required to (at the expense of the Interested Person) designate an independent third party expert in real estate or commercial mortgage loan matters with at least 5 years’ experience in valuing loans similar to the subject Mortgage Loan or

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Serviced Whole Loan, as the case may be, that has been selected with reasonable care by the trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the trustee designates such a third party to make such determination, the trustee will be entitled to rely conclusively upon such third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph will be covered by, and will be reimbursable by, the Interested Person, and to the extent not collected from such Interested Person within 30 days of request therefor, by the applicable master servicer as a Servicing Advance; provided that the trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the trustee.

The applicable special servicer is required to use reasonable efforts to solicit offers for each REO Property on behalf of the Certificateholders and the related Companion Holder(s) (if applicable) and to sell each REO Property in the same manner as with respect to a Defaulted Loan.

Notwithstanding any of the foregoing paragraphs, the applicable special servicer will not be required to accept the highest cash offer for a Defaulted Loan or REO Property if such special servicer determines in consultation with the Directing Certificateholder(unless a Consultation Termination Event has occurred and is continuing and other than with respect to any Mortgage Loan that is an Excluded Loan as to such party) and the Risk Retention Consultation Party and, in the case of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder(s)), in accordance with the Servicing Standard (and subject to the requirements of any related Intercreditor Agreement), that rejection of such offer would be in the best interests of the Certificateholders and, in the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder(s) (as a collective whole as if such Certificateholders and, if applicable, the related Companion Holder(s) constituted a single lender). In addition, the applicable special servicer may accept a lower offer (from any person other than itself or an affiliate) if it determines, in accordance with the Servicing Standard, that acceptance of such offer would be in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder(s) (as a collective whole as if such Certificateholders and, if applicable, the related Companion Holder(s) constituted a single lender). The applicable special servicer will be required to use reasonable efforts to sell all Defaulted Loans prior to the Rated Final Distribution Date.

An “Interested Person”, as of the date of any determination, is the depositor, any master servicer, any special servicer, the operating advisor, the asset representations reviewer, the certificate administrator, the trustee, the Directing Certificateholder, the Risk Retention Consultation Party, any sponsor, any Borrower Party, any independent contractor engaged by a special servicer or any known affiliate of any of the preceding entities, and, with respect to a Whole Loan if it is a Defaulted Loan, the depositor, the applicable master servicer, the applicable special servicer (or any independent contractor engaged by the applicable special servicer), or the trustee for the securitization of a Companion Loan, and each related Companion Holder or its representative, any holder of a related mezzanine loan, or any known affiliate of any such party described above.

With respect to any Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement(s), if such Serviced Whole Loan becomes a Defaulted Loan, and if the applicable special servicer determines to sell the related Mortgage Loan in accordance with the discussion in this “—Sale of Defaulted Loans and REO Properties” section, then such special servicer will be required to sell each related Companion Loan together with

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such Mortgage Loan as one whole loan and will be required to require that all offers be submitted to the applicable special servicer in writing. The applicable special servicer will not be permitted to sell the related Mortgage Loan together with each related Companion Loan if such Serviced Whole Loan becomes a Defaulted Loan without the consent of the holder of the related Companion Loan, unless such special servicer complies with certain notice and delivery requirements set forth in the PSA and any related Intercreditor Agreement. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Whole Loans”.

In addition, with respect to each Non-Serviced Mortgage Loan, if such Mortgage Loan has become a defaulted loan under the related Non-Serviced PSA, the related Non-Serviced Special Servicer will generally have the right to sell such Mortgage Loan together with the related Companion Loan(s) as notes evidencing one whole loan. The issuing entity, as the holder of such Non-Serviced Mortgage Loan, will have the right to consent to such sale, provided that the Non-Serviced Special Servicer may sell the related Non-Serviced Whole Loan without such consent if the required notices and information regarding such sale are provided to the issuing entity in accordance with the related Intercreditor Agreement. The Directing Certificateholder will be entitled to exercise such consent right so long as no Control Termination Event has occurred and is continuing, and if a Control Termination Event has occurred and is continuing, the applicable special servicer will be entitled to exercise such consent rights. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “—The Non-Serviced AB Whole Loan”.

To the extent that Liquidation Proceeds collected with respect to any Mortgage Loan are less than the sum of (1) the outstanding principal balance of the Mortgage Loan, (2) interest accrued on the Mortgage Loan and (3) the aggregate amount of outstanding reimbursable expenses (including any (i) unpaid servicing compensation, (ii) unreimbursed Servicing Advances, (iii) accrued and unpaid interest on all Advances and (iv) additional expenses of the issuing entity) incurred with respect to the Mortgage Loan, the issuing entity will realize a loss in the amount of the shortfall. The trustee, the applicable master servicer and/or the applicable special servicer will be entitled to reimbursement out of the Liquidation Proceeds recovered on any Mortgage Loan, prior to the distribution of those Liquidation Proceeds to Certificateholders, of any and all amounts that represent unpaid servicing compensation in respect of the related Mortgage Loan, certain unreimbursed expenses incurred with respect to the Mortgage Loan and any unreimbursed Advances (including interest on Advances) made with respect to the Mortgage Loan. In addition, amounts otherwise distributable on the certificates will be further reduced by interest payable to the applicable master servicer, the applicable special servicer or trustee on these Advances.

The Directing Certificateholder

General

Subject to the rights of the holder of any related Companion Loan under the related Intercreditor Agreements as described under “—Rights of the Directing Certificateholder with respect to Non-Serviced Mortgage Loans” below, for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder will be entitled to advise (1) the special servicer, with respect to all Major Decisions for all Mortgage Loan (other than any Excluded Loan), (2) the special servicer, with respect to all Mortgage Loans, as to the Special Servicer Decision described in clauses (iv), (v), (vi) and (vii) of the definition of “Special Servicer Decision” and (3) the master servicer to the extent the Directing Certificateholder’s consent is required by clauses (x) and (xii) of the definition of “Master Servicer Decision” , and will have the right to replace the special servicer with or without cause and have certain other rights under the PSA, each as described below. With

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respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder, upon the occurrence and continuance of a Control Termination Event, the Directing Certificateholder will have certain consultation rights only, and upon the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholders will not have any consent or consultation rights, as further described below.

The “Directing Certificateholder” will be (i) with respect to a Servicing Shift Mortgage Loan, the related Loan-Specific Directing Certificateholder, and (ii) with respect to each Mortgage Loan (other than any Servicing Shift Mortgage Loan and any Excluded Loan as to such party), the Controlling Class Certificateholder (or its representative) selected by more than 50% of the Controlling Class Certificateholders, by Certificate Balance, as determined by the certificate registrar from time to time; provided, however, that (1) absent that selection, or (2) until a Directing Certificateholder is so selected, or (3) upon receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its representative) will be the Directing Certificateholder, provided, however, that (i) in the case of this clause (3), in the event no one holder owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no Directing Certificateholder until appointed in accordance with the terms of the PSA, and (ii) the certificate administrator and the other parties to the PSA will be entitled to assume that the identity of the Directing Certificateholder has not changed until such parties receive written notice of a replacement of the Directing Certificateholder from a party holding the requisite interest in the Controlling Class (as confirmed by the certificate registrar), or the resignation of the then-current Directing Certificateholder.

“Loan Specific Directing Certificateholder” means, with respect to a Servicing Shift Mortgage Loan, the “controlling holder”, the “directing certificateholder”, the “directing holder”, “directing lender” or any analogous concept under the related Intercreditor Agreement. Prior to the related Servicing Shift Securitization Date, the Loan Specific Directing Certificateholder with respect to a Servicing Shift Mortgage Loan will be the holder of the related Controlling Companion Loan, which, in the case of the Corporate Woods Portfolio is currently Citi Real Estate Finance Inc., and in the case of the Moffett Place B4 Whole Loan is currently Deutsche Bank AG, New York Branch. On and after the related Servicing Shift Securitization Date, there will be no Loan Specific Directing Certificateholder under the PSA with respect to such Servicing Shift Whole Loan.

The initial Directing Certificateholder with respect to each Mortgage Loan (other than (i) any Non-Serviced Mortgage Loan, (ii) any Servicing Shift Mortgage Loan or (iii) any Excluded Loan with respect to the Directing Certificateholder) is expected to be RREF III Debt AIV, LP (or another affiliate of Rialto Capital Advisors, LLC).

A “Controlling Class Certificateholder” is each holder (or Certificate Owner, if applicable) of a certificate of the Controlling Class as determined by the certificate registrar from time to time, upon request by any party to the PSA.

The “Controlling Class” will be, as of any time of determination, the most subordinate class of Control Eligible Certificates then outstanding that has an aggregate Certificate Balance (as notionally reduced by any Allocated Cumulative Appraisal Reduction Amounts allocable to such class) at least equal to 25% of the initial Certificate Balance of that class; provided, however, that if at any time the Certificate Balances of the certificates other than the Control Eligible Certificates and the RR Interest have been reduced to zero as a result of principal payments on the Mortgage Loans, then the Controlling Class will be the most

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subordinate class of Control Eligible Certificates that has a Certificate Balance greater than zero without regard to any Allocated Cumulative Appraisal Reduction Amounts. The Controlling Class as of the Closing Date will be the Class G certificates.

The “Control Eligible Certificates” will be the Class F and Class G certificates.

Any master servicer, any special servicer, the operating advisor, the certificate administrator, the trustee or any certificateholder may request that the certificate registrar determine which class of certificates is the then-current Controlling Class and the certificate registrar must thereafter provide such information to the requesting party. The depositor, the trustee, any master servicer, any special servicer, the operating advisor and, for so long as no Consultation Termination Event has occurred and is continuing, the Directing Certificateholder, may request that the certificate administrator provide, and the certificate administrator must so provide, a list of the holders (or Certificate Owners, if applicable) of the Controlling Class at the expense of the issuing entity. The trustee, the certificate administrator, the master servicers, the special servicers and the operating advisor may each rely on any such list so provided.

In the event that no Directing Certificateholder or Risk Retention Consultation Party, as applicable, has been appointed or identified to either master servicer or either special servicer, as applicable, and such master servicer or special servicer, as applicable, has attempted to obtain such information from the certificate administrator and no such entity has been identified to such master servicer or special servicer, as applicable, then until such time as the new Directing Certificateholder or Risk Retention Consultation Party, as applicable, is identified to such master servicer and special servicer, such master servicer or special servicer, as applicable, will have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder or Risk Retention Consultation Party, as applicable, as the case may be.

The Class F certificateholders that are the Controlling Class Certificateholders may waive their rights as the Controlling Class Certificateholders as described in “—Control Termination Event and Consultation Termination Event” below.

Major Decisions

Except as otherwise described under “—Control Termination Event and Consultation Termination Event” and “—Servicing Override” below and subject to the rights of the holder of the related Companion Loan under the related Intercreditor Agreement as described under “—Rights of the Directing Certificateholder with respect to Non-Serviced Mortgage Loans or Servicing Shift Whole Loans” below, prior to the occurrence and continuance of a Control Termination Event, the special servicers will be permitted to take any of the following actions as to which the Directing Certificateholder has consented in writing within 10 business days after receipt of the applicable special servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably available to the applicable special servicer in order to grant or withhold such consent (the “Major Decision Reporting Package”) (provided that if such written consent has not been received by the special servicer within such 10 business day period, the Directing Certificateholder will be deemed to have approved such action); provided that the foregoing consent rights of the Directing Certificateholder will not apply to any Excluded Loan as to such party; and provided, further, that upon request within such 10 business day period, the applicable special servicer, other than with respect to an Excluded Loan as to the Risk Retention Consultation Party or the holder of the majority of the RR Interest (except to the extent set forth above in “—Enforcement of ‘Due-on-Sale’ and ‘Due-on-Encumbrance’ Provisions”), will also be required to consult on a non-binding basis with the Risk Retention

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Consultation Party with respect to such Major Decision (1) prior to the occurrence and continuance of a Consultation Termination Event, in respect of a Specially Serviced Loan, and (2) after the occurrence and during the continuance of a Consultation Termination Event, in respect of any Mortgage Loan.

Each of the following is a “Major Decision”:

(i)       any proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership of properties securing any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Serviced Companion Loan that comes into and continues in default;

(ii)       any modification, consent to a modification or waiver of any monetary term (other than late fees and default interest) or material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan or Serviced Whole Loan other than in connection with a maturity default if refinancing or sale is expected within 120 days as provided in clause (viii) of the definition of Master Servicer Decisions;

(iii)       following a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any exercise of remedies, including the acceleration of the Mortgage Loan or Serviced Whole Loan or initiation of any proceedings, judicial or otherwise, under the related Mortgage Loan documents;

(iv)       any sale of a Defaulted Loan and any related defaulted Companion Loan, or any REO Property (other than in connection with the termination of the issuing entity as described under “—Termination; Retirement of Certificates”) or a defaulted Non-Serviced Mortgage Loan that the special servicer is permitted to sell in accordance with the PSA, in each case, for less than the applicable Purchase Price;

(v)       any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address hazardous material located at an REO Property;

(vi)       any release of material collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan or any consent to either of the foregoing, other than if required pursuant to the specific terms of the related Mortgage Loan documents and for which there is no lender discretion;

(vii)       any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan, or any consent to such a waiver or consent to a transfer of the Mortgaged Property or interests in the borrower, other than (A) any such transfer as described under clause (xiii) of the definition of “Master Servicer Decision”, or (B) solely with respect to a Mortgage Loan secured by a residential cooperative property sold to the trust by National Cooperative Bank, N.A., subject to the satisfaction of various conditions and subject to certain parameters set forth in the PSA and discussed under “Description of the Mortgage Pool—Additional Indebtedness—Other Secured Indebtedness—Additional Debt Financing for Mortgage Loans Secured by Residential Cooperatives” in this prospectus, (a) the waiver of a “due-on-encumbrance” clause with respect to a mortgage loan secured by a residential cooperative property sold to the trust by National Cooperative Bank, N.A. to permit subordinate debt secured by the related mortgaged

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property and (b) the incurrence of additional indebtedness by a borrower of a Mortgage Loan secured by a residential cooperative property sold to the trust by National Cooperative Bank, N.A.;

(viii)       other than in the case of a Mortgage Loan secured by a residential cooperative property sold to the trust by National Cooperative Bank, N.A., any property management company changes with respect to a Mortgage Loan, including, without limitation, approval of the termination of a manager and appointment of a new property manager, in each case, if the replacement property manager is a Borrower Party or the Mortgage Loan has an outstanding principal balance equal to or greater than $10,000,000;

(ix)       any franchise changes with respect to a Mortgage Loan for which the lender is required to consent or approve such changes under the related Mortgage Loan documents;

(x)       other than in the case of any Mortgage Loan secured by a residential cooperative property sold to the trust by National Cooperative Bank, N.A., releases of any material amounts from escrow accounts, reserve accounts or letters of credit held as performance escrows or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan (other than a Non Serviced Mortgage Loan) or a Serviced Whole Loan and for which there is no lender discretion, and other than those that are permitted to be undertaken by the master servicer without the consent of the special servicer under the PSA;

(xi)       any acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a borrower or guarantor releasing a borrower or guarantor from liability under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;

(xii)       subject to the proviso at the end of this definition, any modification, amendment, consent to a modification or waiver of any material term of any intercreditor, co-lender or similar agreement with any mezzanine lender, subordinate debt holder or Pari Passu Companion Loan holder related to a Mortgage Loan or Whole Loan, or any action to enforce rights (or decision not to enforce rights) with respect thereto; provided, however, that any such modification or amendment that would adversely impact the applicable master servicer will additionally require the consent of such master servicer as a condition to its effectiveness;

(xiii)       agreeing to any modification, waiver, consent or amendment of the related Mortgage Loan or Serviced Whole Loan in connection with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (A) a modification of the type of defeasance collateral required under the Mortgage Loan or Serviced Whole Loan documents such that defeasance collateral other than direct, non-callable obligations of the United States would be permitted or (B) a modification that would permit a principal prepayment instead of defeasance if the applicable loan documents do not otherwise permit such principal prepayment;

(xiv)       other than with respect to a non-Specially Serviced Loan, any determination of Acceptable Insurance Default; and

(xv)       any consent to incurrence of additional debt by a borrower or mezzanine debt by a direct or indirect parent of a borrower, to the extent the mortgagee’s approval is

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required under the related Mortgage Loan documents, other than with respect to a Mortgage Loan secured by a residential cooperative property sold to the trust by National Cooperative Bank, N.A. as to which certain parameters set forth in the PSA and discussed under “Description of the Mortgage Pool—Additional Indebtedness—Other Secured Indebtedness—Additional Debt Financing for Mortgage Loans Secured by Residential Cooperatives”) have been satisfied;

provided that with respect to any non-Specially Serviced Loan, if the special servicer determines, with respect to clause (xii) above, that a modification, amendment or waiver is administrative in nature, including a note splitting amendment, it is required to provide written notice of such determination to the master servicer, in which case, the master servicer will process such decision and such decision will be deemed to be a Master Servicer Decision not a Major Decision; provided, further, that the special servicer will be required to make any such determination and provide any such notice within two (2) business days of its receipt of a request related to any such decision.

Subject to the terms and conditions of this section, the applicable special servicer will be required to process all requests for any matter that constitutes a “Major Decision” with respect to all Mortgage Loans (other than any Non-Serviced Mortgage Loans) and Serviced Companion Loans. Further, upon receiving a request for any matter described in this section that constitutes a Major Decision with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any Serviced Companion Loan that is not a Specially Serviced Loan, the applicable master servicer will be required to promptly forward such request to the applicable special servicer and such special servicer will be required to process such request (including, without limitation, interfacing with the borrower) and except as provided in the next sentence, such master servicer will have no further obligation with respect to such request or the Major Decision. With respect to such request, such master servicer will continue to cooperate with the special servicer by delivering any additional information in such master servicer’s possession to such special servicer requested by such special servicer relating to such Major Decision. The master servicers will not be permitted to process any Major Decision and will not be required to interface with the borrower or provide a written recommendation and analysis with respect to any Major Decision.

With respect to (i) prior to the occurrence and continuance of a Consultation Termination Event, any Major Decision relating to a Specially Serviced Loan, and (ii) after the occurrence and during the continuance of a Consultation Termination Event, any Major Decision relating to a Mortgage Loan (in each case, other than with respect to an Excluded Loan with respect to the Risk Retention Consultation Party), each special servicer will be required to provide copies of any notice, information and report that it is required to provide to the Directing Certificateholder pursuant to the PSA with respect to such Major Decision to the Risk Retention Consultation Party, within the same time frame it is required to provide such notice, information or report to the Directing Certificateholder (for this purpose, without regard to whether such items are actually required to be provided to the Directing Certificateholder under the PSA due to the occurrence of a Control Termination Event or a Consultation Termination Event).

Asset Status Report

So long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder will have the right to disapprove the Asset Status Report prepared by either special servicer with respect to a Specially Serviced Loan (other than with respect to any Mortgage Loan that is an Excluded Loan as to such party). If a Consultation Termination Event has occurred and is continuing, the Directing Certificateholder will have

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no right to consult with the special servicer with respect to the Asset Status Reports. See “—Asset Status Report” above.

Replacement of a Special Servicer

With respect to any Mortgage Loan other than an applicable Excluded Loan and for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder will have the right to replace either special servicer with or without cause as described under “—Replacement of a Special Servicer Without Cause” and “—Termination of a Master Servicer or Special Servicer for Cause—Servicer Termination Events” below.

Control Termination Event and Consultation Termination Event

With respect to any Mortgage Loan (other than a Non Serviced Mortgage Loan or any applicable Excluded Loan as to the Directing Certificateholder or the holder of the majority of the Controlling Class) or Serviced Whole Loan and subject to the rights of any Companion Holder under an Intercreditor Agreement, if a Control Termination Event has occurred and is continuing, but for so long as no Consultation Termination Event has occurred and is continuing, the applicable special servicer will not be required to obtain the consent of the Directing Certificateholder with respect to any of the Major Decisions or Asset Status Reports, but will be required to consult with the Directing Certificateholder in connection with any Major Decision or Asset Status Report (or any other matter for which the consent of the Directing Certificateholder would have been required or for which the Directing Certificateholder would have the right to direct such special servicer if no Control Termination Event had occurred and was continuing) and to consider alternative actions recommended by the Directing Certificateholder in respect of such Major Decision or Asset Status Report (or such other matter). Such consultation will not be binding on the applicable special servicer. In the event such special servicer receives no response from the Directing Certificateholder within 10 business days following its written request for input on any required consultation, such special servicer will not be obligated to consult with the Directing Certificateholder on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond will not relieve such special servicer from consulting with the Directing Certificateholder on any future matters with respect to the related Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan as to the Directing Certificateholder) or Serviced Whole Loan. With respect to any Excluded Special Servicer Loan (that is not also an Excluded Loan with respect to the Directing Certificateholder), if any, the Directing Certificateholder (prior to the occurrence and continuance of a Control Termination Event) will be required to select an Excluded Special Servicer with respect to such Excluded Special Servicer Loan. After the occurrence and during the continuance of a Control Termination Event or if at any time the applicable Excluded Special Servicer Loan is also an applicable Excluded Loan, the resigning special servicer will be required to select the related Excluded Special Servicer.

In addition, if a Control Termination Event has occurred and is continuing, the special servicer will also be required to consult with the operating advisor in connection with any Major Decision (and such other matters that are subject to consultation rights of the operating advisor pursuant to the PSA) and to consider alternative actions recommended by the operating advisor in respect of such Major Decision; provided that such consultation is on a non-binding basis. In the event such special servicer receives no response from the operating advisor within 10 business days following the later of (i) its written request for input on any required consultation and (ii) delivery of all such additional information reasonably requested by the operating advisor related to the subject matter of such consultation, such special servicer will not be obligated to consult with the operating advisor on the specific matter; provided, however, that the failure of the operating advisor to

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respond will not relieve such special servicer from consulting with the operating advisor on any future matters with respect to the related Mortgage Loan or Serviced Whole Loan or any other Mortgage Loan. Notwithstanding anything to the contrary contained in this prospectus, with respect to any applicable Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing), the applicable special servicer or the related Excluded Special Servicer, as applicable, will be required to consult with the operating advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended by the operating advisor, in respect thereof, in accordance with the procedures set forth in the PSA for consulting with the operating advisor.

If a Consultation Termination Event has occurred and is continuing, no class of certificates will act as the Controlling Class, and the Directing Certificateholder will not have any consultation or consent rights under the PSA or any right to receive any notices, reports or information (other than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder under the PSA. The applicable special servicer will nonetheless be required to consult with only the operating advisor in connection with Major Decisions, asset status reports and other material special servicing actions to the extent set forth in the PSA, and no Controlling Class Certificateholder will be recognized or have any right to approve or be consulted with respect to asset status reports or material special servicer actions.

A “Control Termination Event” will occur when (i) the Class F certificates have a Certificate Balance (taking into account the application of any Allocated Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such class) of less than 25% of the initial Certificate Balance of that class or (ii) a holder of the Class F certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor controlling class certificateholder as described below; provided that no Control Termination Event may occur with respect to the Loan-Specific Directing Certificateholder, and the term “Control Termination Event” will not be applicable to the Loan-Specific Directing Certificateholder; provided, however, that a Control Termination Event will not be deemed continuing in the event that the Certificate Balances of the certificates other than the Control Eligible Certificates and the RR Interest have been reduced to zero as a result of principal payments on the Mortgage Loans.

A “Consultation Termination Event” will occur when (i) there is no class of Control Eligible Certificates that has a then-outstanding Certificate Balance at least equal to 25% of the initial Certificate Balance of that class, in each case, without regard to the application of any Allocated Cumulative Appraisal Reduction Amounts; or (ii) a holder of the Class F certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor controlling Class Certificateholder pursuant to the terms of the PSA; provided that no Consultation Termination Event resulting solely from the operation of clause (ii) will be deemed to have existed or be in continuance with respect to a successor holder of the Class F certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder; provided that no Consultation Termination Event may occur with respect to the Loan-Specific Directing Certificateholder and the term “Consultation Termination Event” will not be applicable to the Loan-Specific Directing Certificateholder; provided, however, that a Consultation Termination Event will not be deemed continuing in the event that the Certificate Balances of the certificates other than the Control Eligible Certificates and the RR Interest have been reduced to zero as a result of principal payments on the Mortgage Loans.

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With respect to any Excluded Loan as to the Directing Certificateholder or the holder of the majority of the Controlling Class, none of the Directing Certificateholder or any Controlling Class Certificateholder will have any consent or consultation rights with respect to the servicing of such Excluded Loan and a Control Termination Event and Consultation Termination Event will be deemed to have occurred during such time as the applicable Mortgage Loan is an Excluded Loan.

The Directing Certificateholder will not have any consent or consultation rights with respect to any Mortgage Loan determined to be an Excluded Loan as to either such Directing Certificateholder or the holder of the majority of the Controlling Class. Notwithstanding the proviso to each of the definitions of “Control Termination Event” and “Consultation Termination Event”, in respect of the servicing of any such Excluded Loan, a Control Termination Event will be deemed to have occurred and be continuing and Consultation Termination Event will be deemed to have occurred with respect to such Excluded Loan as to such party.

At any time that the Controlling Class Certificateholder is the holder of a majority of the Class F certificates, and the Class F certificates are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder and (b) to exercise any of the Directing Certificateholder’s rights set forth in the PSA by irrevocable written notice delivered to the depositor, certificate administrator, master servicers, special servicers and operating advisor. During such time, the applicable special servicer will be required to consult with only the operating advisor in connection with asset status reports and material special servicing actions to the extent set forth in the PSA, and no Controlling Class Certificateholder will be recognized or have any right to replace such special servicer or approve or be consulted with respect to asset status reports or material special servicer actions. Any such waiver will remain effective until such time as the Controlling Class Certificateholder sells or transfers all or a portion of its interest in the certificates to an unaffiliated third party if such unaffiliated third party then holds the majority of the Controlling Class after giving effect to such transfer. Following any such sale or transfer of Class F certificates, the successor Class F certificateholder that is the Controlling Class Certificateholder will be reinstated as, and will again have the rights of, the Controlling Class Certificateholder without regard to any prior waiver by the predecessor certificateholder that was the Controlling Class Certificateholder. The successor Class F certificateholder that is the Controlling Class Certificateholder will also have the right to irrevocably waive its right to appoint the Directing Certificateholder and to exercise any of the rights of the Controlling Class Certificateholder. In the event of any transfer of the Class F certificates by a Controlling Class Certificateholder that had irrevocably waived its rights as described in this paragraph, the successor Controlling Class Certificateholder that purchased such Class F certificates, even if it does not waive its rights as described in the preceding sentence, will not have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Loan prior to such successor Controlling Class Certificateholder’s purchase of such Class F certificates and had not become a Corrected Loan prior to such purchase until such Mortgage Loan becomes a Corrected Loan.

For a description of certain restrictions on any modification, waiver or amendment to the Mortgage Loan documents, see “—Modifications, Waivers and Amendments” above.

Servicing Override

In the event that the applicable master servicer or the applicable special servicer, as applicable, determines that immediate action with respect to any Major Decision or Master Servicer Decision (or any other matter requiring consent of the Directing Certificateholder with respect to any Mortgage Loan other than an Excluded Loan as to such party, prior to

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the occurrence and continuance of a Control Termination Event in the PSA (or any matter requiring consultation with the Directing Certificateholder, the Risk Retention Consultation Party or the operating advisor)) is necessary to protect the interests of the Certificateholders (and, with respect to a Serviced Whole Loan, the interest of the Certificateholders and the holders of any related Serviced Pari Passu Companion Loan), as a collective whole (taking into account the pari passu nature of any Companion Loan), such master servicer or special servicer, as the case may be, may take any such action without waiting for the Directing Certificateholder’s response (or without waiting to consult with the Directing Certificateholder, the Risk Retention Consultation Party or the operating advisor, as the case may be); provided that such special servicer or master servicer, as applicable, provides the Directing Certificateholder and the Risk Retention Consultation Party (or the operating advisor, if applicable) with prompt written notice following such action including a reasonably detailed explanation of the basis for such action.

In addition, neither the applicable master servicer nor the applicable special servicer (i) will be required to take or refrain from taking any action pursuant to instructions or objections from the Directing Certificateholder or (ii) may follow any advice or consultation provided by the Directing Certificateholder, the Risk Retention Consultation Party or the holder of a Serviced Pari Passu Companion Loan (or its representative) that would (1) cause it to violate any applicable law, the related Mortgage Loan documents, any related Intercreditor Agreement, the PSA, including the Servicing Standard, or the REMIC provisions, (2) expose any master servicer, any special servicer, the certificate administrator, the operating advisor, the asset representations reviewer, the issuing entity or the trustee to liability, (3) materially expand the scope of responsibilities of a master servicer or special servicer, as applicable, under the PSA or (4) cause such master servicer or special servicer, as applicable, to act, or fail to act, in a manner which in the reasonable judgment of such master servicer or special servicer, as applicable, is not in the best interests of the Certificateholders.

Rights of the Directing Certificateholder with respect to Non-Serviced Mortgage Loans or Servicing Shift Whole Loans

With respect to any Non-Serviced Whole Loan or Servicing Shift Whole Loan, the Directing Certificateholder for this securitization will not be entitled to exercise the rights described above, but such rights, or rights substantially similar to those rights, will be exercisable by the related Non-Serviced Directing Certificateholder or Loan Specific Directing Certificateholder, as applicable. The issuing entity, as the holder of the Non-Serviced Mortgage Loans and the Servicing Shift Mortgage Loans, has consultation rights with respect to certain major decisions relating to the related Non-Serviced Whole Loan or Servicing Shift Whole Loan, as applicable, and, other than in respect of an Excluded Loan as to the Directing Certificateholder, so long as no Consultation Termination Event has occurred and is continuing, the Directing Certificateholder will be entitled to exercise such consultation rights of the issuing entity pursuant to the terms of the related Intercreditor Agreement. In addition, other than in respect of an Excluded Loan with respect to the Directing Certificateholder, so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder may have certain consent rights in connection with a sale of a Non-Serviced Whole Loan or Servicing Shift Whole Loan that has become a defaulted loan under the PSA or the related Non-Serviced PSA, as applicable. See also “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “—Servicing of the Non-Serviced Mortgage Loans”.

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Rights of the Holders of Serviced Pari Passu Companion Loans

With respect to a Serviced Pari Passu Mortgage Loan that has a related Pari Passu Companion Loan, the holder of the related Pari Passu Companion Loan has consultation rights with respect to certain Major Decisions and consent rights in connection with the sale of the related Serviced Whole Loan if it has become a Defaulted Loan to the extent described in “Description of the Mortgage Pool—The Whole Loans—The Serviced Whole Loans” and “—Sale of Defaulted Loans and REO Properties”.

Limitation on Liability of Directing Certificateholder

The Directing Certificateholder will not be liable to the issuing entity or the Certificateholders for any action taken, or for refraining from the taking of any action, or for errors in judgment. However, the Directing Certificateholder will not be protected against any liability to the Controlling Class Certificateholders that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations or duties owed to the Controlling Class Certificateholders.

Each Certificateholder will acknowledge and agree, by its acceptance of its certificates, that the Directing Certificateholder:

(a)       may have special relationships and interests that conflict with those of holders of one or more classes of certificates;

(b)       may act solely in the interests of the holders of the Controlling Class;

(c)       does not have any liability or duties to the holders of any class of certificates other than the Controlling Class;

(d)       may take actions that favor the interests of the holders of one or more classes including the Controlling Class over the interests of the holders of one or more other classes of certificates; and

(e)       will have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted as set forth in (a) – (d) above, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal of the Directing Certificateholder for having so acted.

The taking of, or refraining from taking, any action by either master servicer or either special servicer in accordance with the direction of or approval of the Directing Certificateholder, which does not violate the terms of any Mortgage Loan, any law, the Servicing Standard or the provisions of the PSA or the related Intercreditor Agreement, will not result in any liability on the part of such master servicer or special servicer.

Each Certificateholder will acknowledge and agree, by its acceptance of its certificates, that the holders of a Servicing Shift Companion Loan, any Non-Serviced Companion Loan or their respective designees (e.g., the related Non-Serviced Directing Certificateholder) will have limitations on liability with respect to actions taken in connection with the related Mortgage Loan similar to the limitations of the Directing Certificateholder described above pursuant to the terms of the related Intercreditor Agreement and the related Non-Serviced PSA. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Whole Loans”.

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The Operating Advisor

General

The operating advisor will act solely as a contracting party to the extent set forth in the PSA, and in accordance with the Operating Advisor Standard, and will have no fiduciary duty to any party. The operating advisor’s duties will be limited to its specific duties under the PSA, and the operating advisor will have no duty or liability to any particular class of certificates or any Certificateholder or any third-party. The operating advisor is not a special servicer or a sub-servicer and will not be charged with changing the outcome on any particular Specially Serviced Loan. By purchasing a certificate, potential investors acknowledge and agree that there could be multiple strategies to resolve any Specially Serviced Loan and that the goal of the operating advisor’s participation is to provide additional input relating to the special servicers’ compliance with the Servicing Standard in making its determinations as to which strategy to execute.

Potential investors should note that the operating advisor is not an “advisor” for any purpose other than as specifically set forth in the PSA and is not an advisor to any person, including without limitation any Certificateholder. For the avoidance of doubt, the operating advisor is not an “investment adviser” within the meaning of the Investment Advisers Act of 1940, as amended. See “Risk Factors—Other Risks Relating to the Certificates—Your Lack of Control Over the Issuing Entity and the Mortgage Loans Can Impact Your Investment”.

Notwithstanding the foregoing, the operating advisor will generally have no obligations or consultation rights as operating advisor under the PSA for this transaction with respect to any Non-Serviced Whole Loan (each of which will be serviced pursuant to the related Non-Serviced PSA or Servicing Shift PSA, as applicable) or any related REO Properties. Furthermore, the operating advisor will have no obligation or responsibility at any time to review the actions of the master servicer for compliance with the Servicing Standard. In addition, the operating advisors or equivalent parties under the CGCMT 2017-B1 PSA and the JPMCC 2017-JP7 PSA have certain obligations and consultation rights with respect to the 411 East Wisconsin Whole Loan and the First Stamford Place Whole Loan, respectively, provided, the JPMCC 2017-JP7 Operating Advisor will be required to (i) generally review the actions of the JPMCC 2017-JP7 Special Servicer with respect to any specially serviced mortgage loans as provided in the JPMCC 2017-JP7 PSA, (ii) prepare annual reports regarding any specially serviced mortgage loans after the occurrence and continuance of an “operating advisor consultation event”, as such term is defined under the JPMCC 2017-JP7 PSA, (iii) upon determining that (a) the JPMCC 2017-JP7 Special Servicer is not adequately performing its duties under the JPMCC 2017-JP7 PSA or otherwise not acting in accordance with the relevant servicing standard and (b) the replacement of the JPMCC 2017-JP7 Special Servicer would be in the best interests of the JPMCC 2017-JP7 certificateholders as a collective whole, recommend the replacement of the JPMCC 2017-JP7 Special Servicer or (iv) consult with the JPMCC 2017-JP7 Special Servicer after the occurrence of an “operating advisor consultation event”, as such term is defined under the JPMCC 2017-JP7 PSA. The BXP Trust 2017-GM PSA does not provide for an operating advisor or equivalent party.

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Duties of Operating Advisor at All Times

With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, unless a Control Termination Event has occurred and is continuing, the operating advisor’s obligations will be limited to the following, and generally will not involve an assessment of specific actions of either special servicer:

(a)       promptly reviewing information available to Privileged Persons on the certificate administrator’s website that is relevant to the operating advisor’s obligations under the PSA;

(b)       promptly reviewing each Final Asset Status Report; and

(c)       reviewing any Appraisal Reduction Amount and net present value calculations used in the applicable special servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan (after they have been finalized); however the operating advisor may not opine on, or otherwise call into question, such Appraisal Reduction Amount calculations and/or net present value calculations (except that if the operating advisor discovers a mathematical error contained in such calculations, then the operating advisor will be required to notify such special servicer of such error).

The operating advisor’s review of information (other than a Final Asset Status Report and information accompanying such report) or interaction with the applicable special servicer related to any specific Specially Serviced Loan is only to provide background information to support the operating advisor’s duties following a servicing transfer, if needed, or to allow more meaningful interaction with such special servicer.

A “Final Asset Status Report”, with respect to any Specially Serviced Loan, means each related Asset Status Report, together with such other data or supporting information provided by the applicable special servicer to the Directing Certificateholder or the Risk Retention Consultation Party which does not include any communication (other than the related Asset Status Report) between such special servicer and Directing Certificateholder or the Risk Retention Consultation Party with respect to such Specially Serviced Loan; provided that, with respect to any Mortgage Loan other than an Excluded Loan, so long as no Control Termination Event has occurred and is continuing, no Asset Status Report will be considered to be a Final Asset Status Report unless the Directing Certificateholder has either finally approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval or consent or has been deemed to have approved or consented to such action or the Asset Status Report is otherwise implemented by the applicable special servicer in accordance with the terms of the PSA. In addition, after the occurrence and continuance of a Control Termination Event, no Asset Status Report will be a Final Asset Status Report unless and until the operating advisor is consulted with or deemed to have been consulted with pursuant to the PSA. No such consultation will be required prior to a Control Termination Event. The operating advisor is only required to review Final Asset Status Reports delivered to it by the special servicers; provided that the operating advisor will be required to request delivery of a Final Asset Status Report to the extent it has actual knowledge of such Final Asset Status Report. Each Final Asset Status Report will be required to be labeled or otherwise identified or communicated as being final by the applicable special servicer.

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Duties of Operating Advisor While a Control Termination Event Has Occurred and Is Continuing

With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, while a Control Termination Event has occurred and is continuing, the operating advisor’s obligations will consist of the following:

(a)       the operating advisor will be required to consult (on a non-binding basis) with the special servicer in respect of the Asset Status Reports in accordance with the Operating Advisor Standard, as described under “—Asset Status Report”;

(b)       the operating advisor will be required to consult (on a non-binding basis) with the applicable special servicer in accordance with the Operating Advisor Standard with respect to Major Decisions as described under “—The Directing Certificateholder—Major Decisions”;

(c)       the operating advisor will be required to prepare an annual report (if any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan was a Specially Serviced Loan during the prior calendar year) substantially in the form attached to this prospectus as Annex C to be provided to the trustee, the applicable master servicer, the applicable special servicer, the Rating Agencies, the certificate administrator (and made available through the certificate administrator’s website) and the 17g-5 Information Provider (and made available through the 17g-5 Information Provider’s website) in accordance with the Operating Advisor Standard, as described below under “—Annual Report”; and

(d)       the operating advisor will be required to promptly recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with: (1) any Appraisal Reduction Amount or (2) net present value calculations used in the applicable special servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan prior to utilization by such special servicer.

In connection with the performance of the duties described in clause (c) above:

(i)       after the calculation but, prior to the utilization by the applicable special servicer, such special servicer will be required to deliver the foregoing calculations together with information and support materials (including such additional information reasonably requested by the operating advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Information) to the operating advisor;

(ii)       if the operating advisor does not agree with the mathematical calculations or the application of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the operating advisor and the applicable special servicer will be required to consult with each other in order to resolve any material inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any disagreement; and

(iii)       if the operating advisor and the applicable special servicer are not able to resolve such matters, the operating advisor will be required to promptly notify the certificate administrator and the certificate administrator will be required to

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examine the calculations and supporting materials provided by such special servicer and the operating advisor and determine which calculation is to apply and will provide such parties prompt written notice of its determination.

Notwithstanding the foregoing, prior to the occurrence and continuance of a Control Termination Event, the operating advisor will be limited to an after-the-action review of any assessment of compliance, attestation report, Final Asset Status Report and other information delivered to the operating advisor by the applicable special servicer or made available to Privileged Persons that are posted on the certificate administrator’s website during the prior calendar year (together with any additional information and material reviewed by the operating advisor), and, therefore, it will have no specific involvement with respect to collateral substitutions, assignments, workouts, modifications, consents, waivers, lockbox management, insurance policies, borrower substitutions, lease changes, additional borrower debt, defeasances, property management changes, releases from escrow, assumptions and other similar actions that the special servicer may perform under the PSA. In addition, with respect to the operating advisor’s review of net present value calculations as described above, the operating advisor’s recalculation will not take into account the reasonableness of special servicer’s property and borrower performance assumptions or other similar discretionary portions of the net present value calculation.

The “Operating Advisor Standard” means the requirement that the operating advisor must act solely on behalf of the issuing entity and in the best interest of, and for the benefit of, the Certificateholders and, with respect to any Serviced Whole Loan for the benefit of the holders of the related Companion Loan (as a collective whole as if such Certificateholders and Companion Holders constituted a single lender), and not to holders of any particular class of certificates (as determined by the operating advisor in the exercise of its good faith and reasonable judgment), but without regard to any conflict of interest arising from any relationship that the operating advisor or any of its affiliates may have with any of the underlying borrowers, any sponsor, any mortgage loan seller, the depositor, any master servicer, any special servicer, the asset representations reviewer, the Directing Certificateholder, any Certificateholder, the Risk Retention Consultation Party, or any of their respective affiliates. The operating advisor will perform its duties under the PSA in accordance with the Operating Advisor Standard.

Annual Report

After the occurrence and during the continuance of a Control Termination Event, based on the operating advisor’s review of any Assessment of Compliance report, Attestation Report, Asset Status Report and other information (other than any communications between the Directing Certificateholder and the applicable special servicer that would be Privileged Information) delivered to the operating advisor by the applicable special servicer, including each Asset Status Report delivered during the prior calendar year, the operating advisor will (if any Mortgage Loans were Specially Serviced Loans in the prior calendar year) prepare an annual report substantially in the form attached to this prospectus as Annex C to be provided to the 17g-5 Information Provider (and made available through the 17g-5 Information Provider’s website) and the certificate administrator for the benefit of the Certificateholders (and made available through the certificate administrator’s website) within 120 days of the end of the prior calendar year for which a Control Termination Event was continuing as of December 31 and setting forth its assessment of such special servicer’s performance of its duties under the PSA during the prior calendar year on a “platform-level basis” with respect to the resolution and/or liquidation of Specially Serviced Loans that such special servicer is responsible for servicing under the PSA; provided, however, that in the event such special servicer is replaced, the operating advisor’s annual report will only relate to the entity that was acting as special servicer as of December 31 in the prior calendar

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year and is continuing in such capacity through the date of such annual report. In preparing any operating advisor annual report, the operating advisor (i) will not be required to report on instances of non-compliance with, or deviations from, the Servicing Standard or the applicable special servicer’s obligations under the PSA that the operating advisor determines, in its sole discretion exercised in good faith, to be immaterial and (ii) will not be required to provide or obtain a legal opinion, legal review or legal conclusion. Only as used in connection with the operating advisor’s annual report, the term “platform-level basis” refers to the special servicer’s performance of its duties as they relate to the resolution and liquidation of Specially Serviced Loans, taking into account the special servicer’s specific duties under the PSA as well as the extent to which those duties were performed in accordance with the Servicing Standard, with reasonable consideration by the operating advisor of any Assessment of Compliance report, Attestation Report, Asset Status Report and other information delivered to the operating advisor by the applicable special servicer (other than any communications between the Directing Certificateholder and the special servicer that would be Privileged Information) pursuant to the PSA. Notwithstanding the foregoing, no annual report will be required from the operating advisor with respect to a special servicer if, during the prior calendar year, no Asset Status Report was prepared by such special servicer in connection with a Specially Serviced Loan or REO Property.

The special servicer must be given an opportunity to review any annual report produced by the operating advisor at least 5 business days prior to its delivery to the certificate administrator and the 17g-5 Information Provider; provided that the operating advisor will have no obligation to adopt any comments to such annual report that are provided by such special servicer.

In each annual report, the operating advisor will identify any material deviations (i) from the Servicing Standard and (ii) from the applicable special servicer’s obligations under the PSA with respect to the resolution or liquidation of Specially Serviced Loans or REO Properties that such special servicer is responsible for servicing under the PSA (other than with respect to any REO Property related to a Non-Serviced Mortgage Loan) based on the limited review required in the PSA. Each annual report will be required to comply with the confidentiality requirements, subject to certain exceptions, each as described in this prospectus and as provided in the PSA regarding Privileged Information.

The ability to perform the duties of the operating advisor and the quality and the depth of any annual report will be dependent upon the timely receipt of information prepared or made available by others and the accuracy and the completeness of such information. In addition, in no event will the operating advisor have the power to compel any transaction party to take, or refrain from taking, any action. It is possible that the lack of access to Privileged Information may limit or prohibit the operating advisor from performing its duties under the PSA, in which case any annual report will describe any resulting limitations, and the operating advisor will not be subject to any liability arising from such limitations or prohibitions. The operating advisor will be entitled to conclusively rely on the accuracy and completeness of any information it is provided without liability for any such reliance thereunder.

Recommendation of the Replacement of a Special Servicer

After the occurrence and during the continuance of a Consultation Termination Event, if the operating advisor determines that the applicable special servicer is not performing its duties as required under the PSA or is otherwise not acting in accordance with the Servicing Standard, the operating advisor may recommend the replacement of such special servicer in the manner described in “—Replacement of a Special Servicer Without Cause”.

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Eligibility of Operating Advisor

The operating advisor will be required to be an Eligible Operating Advisor at all times during the term of the PSA. “Eligible Operating Advisor” means an institution:

(i)         that is a special servicer or operating advisor on a commercial mortgage-backed securities transaction rated by the Rating Agencies (including, in the case of the operating advisor, this transaction) but has not been a special servicer or operating advisor on a transaction for which any Rating Agency has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such transaction citing servicing or other relevant concerns with the special servicer or operating advisor, as applicable, as the sole or a material factor in such rating action;

(ii)        that can and will make the representations and warranties of the operating advisor set forth in the PSA;

(iii)       that is not (and is not affiliated with) the depositor, the trustee, the certificate administrator, a master servicer, a special servicer, a mortgage loan seller, the Directing Certificateholder, the Risk Retention Consultation Party or a depositor, a trustee, a certificate administrator, a master servicer or a special servicer with respect to the securitization of a Companion Loan, or any of their respective affiliates;

(iv)       that has not been paid by any special servicer or successor special servicer any fees, compensation or other remuneration (x) in respect of its obligations under the PSA or (y) for the appointment or recommendation for replacement of a successor special servicer to become the special servicer; and

(v)        that (x) has been regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and has at least five years of experience in collateral analysis and loss projections, and (y) has at least five years of experience in commercial real estate asset management and experience in the workout and management of distressed commercial real estate assets.

Other Obligations of Operating Advisor

At all times, subject to the Privileged Information Exception, the operating advisor and its affiliates will be obligated to keep confidential any information appropriately labeled “Privileged Information” received from a special servicer or the Directing Certificateholder in connection with the Directing Certificateholder’s exercise of any rights under the PSA (including, without limitation, in connection with any Asset Status Report) or otherwise in connection with the transaction, except under the circumstances described below. As used in this prospectus, “Privileged Information” means (i) any correspondence between the Directing Certificateholder or the Risk Retention Consultation Party and a special servicer related to any Specially Serviced Loan (in each case, other than with respect to an Excluded Loan as to such party) or the exercise of the Directing Certificateholder’s consent or consultation rights or the Risk Retention Consultation Party’s consultation rights under the PSA, (ii) any strategically sensitive information that the applicable special servicer has reasonably determined could compromise the issuing entity’s position in any ongoing or future negotiations with the related borrower or other interested party that is labeled or otherwise identified as Privileged Information by the applicable special servicer and (iii) information subject to attorney-client privilege.

The operating advisor is required to keep all such labeled Privileged Information confidential and may not disclose such labeled Privileged Information to any person

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(including Certificateholders other than the Directing Certificateholder), other than (1) to the extent expressly required by the PSA, to the other parties to the PSA with a notice indicating that such information is Privileged Information, (2) pursuant to a Privileged Information Exception or (3) where necessary to support specific findings or conclusions concerning allegations of deviations from the Servicing Standard (i) in the operating advisor annual report or (ii) in connection with a recommendation by the operating advisor to replace the applicable special servicer. Each party to the PSA that receives Privileged Information from the operating advisor with a notice stating that such information is Privileged Information may not disclose such Privileged Information to any person without the prior written consent of the applicable special servicer and, unless a Control Termination Event has occurred, the Directing Certificateholder (with respect to any Mortgage Loan other than a Non-Serviced Whole Loan and other than any Excluded Loan as to such party) other than pursuant to a Privileged Information Exception.

“Privileged Information Exception” means, with respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is required by law, rule, regulation, order, judgment or decree to disclose such information.

Neither the operating advisor nor any of its affiliates may make any investment in any class of certificates; provided, however, that such prohibition will not apply to (i) riskless principal transactions effected by a broker dealer affiliate of the operating advisor or (ii) investments by an affiliate of the operating advisor if the operating advisor and such affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the operating advisor under the PSA from personnel involved in such affiliate’s investment activities and (B) prevent such affiliate and its personnel from gaining access to information regarding the issuing entity and the operating advisor and its personnel from gaining access to such affiliate’s information regarding its investment activities.

Delegation of Operating Advisor’s Duties

The operating advisor may delegate its duties to agents or subcontractors in accordance with the PSA; however, the operating advisor will remain obligated and primarily liable for any actions required to be performed by it under the PSA without diminution of such obligation or liability or related obligation or liability by virtue of such delegation or arrangements or by virtue of indemnification from any person acting as its agents or subcontractor to the same extent and under the same terms and conditions as if the operating advisor alone were performing its obligations under the PSA.

Termination of the Operating Advisor With Cause

The following constitute operating advisor termination events under the PSA (each, an “Operating Advisor Termination Event”), whether any such event is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body:

(a)       any failure by the operating advisor to observe or perform in any material respect any of its covenants or agreements or the material breach of any of its representations or warranties under the PSA, which failure continues unremedied for a period of 30 days after

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the date on which written notice of such failure, requiring the same to be remedied, is given to the operating advisor by any party to the PSA or to the operating advisor, the certificate administrator and the trustee by the holders of certificates (other than the RR Interest) having greater than 25% of the aggregate Voting Rights; provided that with respect to any such failure that is not curable within such 30 day period, the operating advisor will have an additional cure period of 30 days to effect such cure so long as it has commenced to cure such failure within the initial 30 day period and has provided the trustee and the certificate administrator with an officer’s certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;

(b)       any failure by the operating advisor to perform in accordance with the Operating Advisor Standard which failure continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, is given to the operating advisor by any party to the PSA;

(c)       any failure by the operating advisor to be an Eligible Operating Advisor, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, is given to the operating advisor by any party to the PSA;

(d)       a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, was entered against the operating advisor, and such decree or order remained in force undischarged or unstayed for a period of 60 days;

(e)       the operating advisor consents to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the operating advisor or of or relating to all or substantially all of its property; or

(f)        the operating advisor admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations.

Upon receipt by the certificate administrator of notice of the occurrence of any Operating Advisor Termination Event, the certificate administrator will be required to promptly provide written notice to all Certificateholders electronically by posting such notice on its internet website and by mail, unless the certificate administrator has received notice that such Operating Advisor Termination Event has been remedied.

Rights Upon Operating Advisor Termination Event

After the occurrence of an Operating Advisor Termination Event, the trustee may, and upon the written direction of Certificateholders representing at least 25% of the Voting Rights (taking into account the application of any Allocated Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the classes of certificates), the trustee will, promptly terminate the operating advisor for cause and appoint a replacement operating advisor that is an Eligible Operating Advisor; provided that no such termination will be effective until a successor operating advisor has been appointed and has assumed all of the obligations of the operating advisor under the PSA. The trustee may rely on a

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certification by the replacement operating advisor that it is an Eligible Operating Advisor. If the trustee is unable to find a replacement operating advisor that is an Eligible Operating Advisor within 30 days of the termination of the operating advisor, the depositor will be permitted to find a replacement.

Upon any termination of the operating advisor and appointment of a successor operating advisor, the trustee will, as soon as possible, be required to give written notice of the termination and appointment to the special servicers, the master servicers, the certificate administrator, the depositor, the Directing Certificateholder (for any Mortgage Loan other than an Excluded Loan as to such party and only for so long as no Consultation Termination Event has occurred), the Risk Retention Consultation Party, any Companion Holder, the Certificateholders and the 17g-5 Information Provider (and made available through the 17g-5 Information Provider’s website).

Waiver of Operating Advisor Termination Event

The holders of certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event may waive such Operating Advisor Termination Event within 20 days of the receipt of notice from the trustee of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating Advisor Termination Event will cease to exist and will be deemed to have been remedied. Upon any such waiver of an Operating Advisor Termination Event by Certificateholders, the trustee and the certificate administrator will be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor Termination Event prior to such waiver from the issuing entity.

Termination of the Operating Advisor Without Cause

After the occurrence and during the continuance of a Consultation Termination Event, the operating advisor may be removed upon (i) the written direction of Certificateholders evidencing not less than 25% of the Voting Rights (taking into account the application of Allocated Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of classes to which such Allocated Cumulative Appraisal Reduction Amounts are allocable) requesting a vote to replace the operating advisor with a replacement operating advisor that is an Eligible Operating Advisor selected by such Certificateholders, (ii) payment by such requesting holders to the certificate administrator of all reasonable fees and expenses to be incurred by the certificate administrator in connection with administering such vote and (iii) receipt by the trustee of the Rating Agency Confirmation with respect to such removal.

The certificate administrator will be required to promptly provide written notice to all Certificateholders of such request by posting such notice on its internet website, and by mail, and conduct the solicitation of votes of all certificates in such regard.

Upon the vote or written direction of holders of at least 75% of the Voting Rights (taking into account the application of Allocated Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of classes to which such Allocated Cumulative Appraisal Reduction Amounts are allocable), the trustee will immediately replace the operating advisor with the replacement operating advisor.

In addition, in the event there are no classes of certificates outstanding other than the Control Eligible Certificates, the RR Interest, the Class V certificates and the Class R certificates, then all of the rights and obligations of the operating advisor under the PSA will terminate without payment of any penalty or termination fee (other than any rights or

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obligations that accrued prior to the date of such termination (including accrued and unpaid compensation) and other than indemnification rights arising out of events occurring prior to such termination). If the operating advisor is terminated pursuant to the foregoing sentence, then no replacement operating advisor will be appointed.

Resignation of the Operating Advisor

The operating advisor may resign upon 30 days’ prior written notice to the depositor, the master servicers, the special servicers, the trustee, the certificate administrator, the asset representations reviewer and the Directing Certificateholder and the Risk Retention Consultation Party, if applicable, if the operating advisor has secured a replacement operating advisor that is an Eligible Operating Advisor and such replacement operating advisor has accepted its appointment as the replacement operating advisor and receipt by the trustee of a Rating Agency Confirmation from each Rating Agency. If no successor operating advisor has been so appointed and accepted the appointment within 30 days after the notice of resignation, the resigning operating advisor may petition any court of competent jurisdiction for the appointment of a successor operating advisor that is an Eligible Operating Advisor. The resigning operating advisor must pay all costs and expenses associated with the transfer of its duties.

Operating Advisor Compensation

Certain fees will be payable to the operating advisor, and the operating advisor will be entitled to be reimbursed for certain expenses, as described under “Transaction Parties—The Operating Advisor and Asset Representations Reviewer”.

In the event the operating advisor resigns or is terminated for any reason it will remain entitled to any accrued and unpaid fees and reimbursement of Operating Advisor Expenses and any rights to indemnification provided under the PSA with respect to the period for which it acted as operating advisor.

The operating advisor will be entitled to reimbursement of certain expenses incurred by the operating advisor in the event that the operating advisor is terminated without cause. See “—Termination of the Operating Advisor Without Cause” above.

The Asset Representations Reviewer

Asset Review

Asset Review Trigger

On or prior to each Distribution Date, based on the CREFC^® delinquent loan status report and/or the CREFC^® loan periodic update file delivered by each master servicer for such Distribution Date, the certificate administrator will be required to determine if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the certificate administrator will be required to promptly provide notice to the asset representations reviewer and to provide notice to all Certificateholders by posting a notice of its determination on its internet website and by mailing such notice to the Certificateholders’ addresses appearing in the certificate register. On each Distribution Date after providing such notice to the Certificateholders, the certificate administrator, based on information provided to it by a master servicer or a special servicer, will be required to determine whether (1) any additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2) and/or (3), deliver such information in a written notice (which may be via

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email) within 2 business days to the master servicers, the special servicers, the operating advisor and the asset representations reviewer.

An “Asset Review Trigger” will occur when either (1) Mortgage Loans with an aggregate outstanding principal balance of 25.0% or more of the aggregate outstanding principal balance of all of the Mortgage Loans (including any successor REO Loans (or a portion of any REO Loan corresponding to the predecessor Mortgage Loan, in the case of a Whole Loan)) held by the issuing entity as of the end of the applicable Collection Period are Delinquent Loans or (2)(A) prior to and including the second (2^nd) anniversary of the Closing Date, at least ten (10) Mortgage Loans are Delinquent Loans as of the end of the applicable Collection Period and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 15.0% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any successor REO Loans (or a portion of any REO Loan corresponding to the predecessor Mortgage Loan, in the case of a Whole Loan)) held by the issuing entity as of the end of the applicable Collection Period, or (B) after the second (2^nd) anniversary of the Closing Date, at least fifteen (15) Mortgage Loans are Delinquent Loans as of the end of the applicable Collection Period and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 20.0% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any successor REO Loans (or a portion of any REO Loan corresponding to the predecessor Mortgage Loan, in the case of a Whole Loan)) held by the issuing entity as of the end of the applicable Collection Period. The PSA will require that the certificate administrator include in the Distribution Report on Form 10-D relating to the distribution period in which the Asset Review Trigger occurred a description of the events that caused the Asset Review Trigger to occur.

We believe this Asset Review Trigger is appropriate considering the unique characteristics of pools of Mortgage Loans underlying CMBS. See “Risk Factors—Risks Relating to the Mortgage Loans—Static Pool Data Would Not Be Indicative of the Performance of this Pool”. In general, upon a Delinquent Loan becoming a Specially Serviced Loan, as part of the applicable special servicer’s initial investigation into the circumstances that caused the Mortgage Loan to become delinquent and be transferred to the applicable special servicer, the applicable special servicer will typically conduct a review of the Delinquent Loan for possible breaches of representations and warranties. Given that the applicable special servicer will commonly have already conducted such a review and discussed any findings with the Directing Certificateholder (prior to the occurrence and continuance of a Control Termination Event) prior to the occurrence of an Asset Review Trigger, to avoid additional fees, costs and expenses to the issuing entity, we set the Delinquent Loan percentage based on an outstanding principal balance in clause (1) of the definition of Asset Review Trigger to exceed a delinquency rate that would result in estimated losses that exceed the subordination provided by the Control Eligible Certificates. For purpose of this calculation, we assumed an average loss severity of 40%, however, we cannot assure you that any actual loss severity will equal that assumed percentage. On the other hand, a significant number of Delinquent Loans by loan count, but representing a smaller percentage of the aggregate outstanding principal balance of the Mortgage Loans than the percentage set forth in clause (1) of the definition of Asset Review Trigger, could also indicate an issue with the quality of the Mortgage Pool. As a result, we believe it would be appropriate to have an alternative test as set forth in clause (2) of the definition of Asset Review Trigger, namely to have the Asset Review Trigger be met if Mortgage Loans representing 15 of the Mortgage Loans (by loan count) are Delinquent Loans so long as those Mortgage Loans represent at least 20% of the aggregate outstanding principal balance of the Mortgage Loans. With respect to the 84 prior pools of commercial mortgage loans for which Wells Fargo Bank (or its predecessors) was sponsor in a public offering of

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CMBS with a securitization closing date on or after January 1, 2007 (excluding 13 of such 84 pools with an outstanding balance that is equal to or less than 20% of the initial pool balance), the highest percentage of mortgage loans, based on the aggregate outstanding principal balance of delinquent mortgage loans in an individual CMBS transaction, that were delinquent at least 60 days at the end of any reporting period between January 1, 2011 and June 30, 2017, was 28.6%; however, the average of the highest delinquency percentages based on the aggregate outstanding principal balance of delinquent mortgage loans in the reviewed transactions was 1.9%; and the highest percentage of delinquent mortgage loans, based upon the number of mortgage loans in the reviewed transactions was 14.0% and the average of the highest delinquency percentages based on the number of mortgage loans in the reviewed transactions was 1.4%.

“Delinquent Loan” means a Mortgage Loan that is delinquent at least 60 days in respect of its Periodic Payments or balloon payment, if any, in either case such delinquency to be determined without giving effect to any grace period.

Asset Review Vote

If Certificateholders evidencing not less than 5.0% of the Voting Rights deliver to the certificate administrator, within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence an Asset Review (an “Asset Review Vote Election”), the certificate administrator will promptly provide written notice of such direction to all Certificateholders (with a copy to the asset representations reviewer), and to conduct a solicitation of votes of Certificateholders to authorize an Asset Review. Upon the affirmative vote to authorize an Asset Review by Certificateholders evidencing at least (i) a majority of those Certificateholders who cast votes and (ii) a majority of an Asset Review Quorum within 150 days of the receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the certificate administrator will promptly provide written notice of such Affirmative Asset Review Vote to all parties to the PSA, the underwriters, the mortgage loan sellers, the Directing Certificateholder, the Risk Retention Consultation Party and the Certificateholders. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the asset representations reviewer will not be required to review any Delinquent Loan unless and until, as applicable, (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise in effect, (C) the certificate administrator has timely received an Asset Review Vote Election after the occurrence of the events described in clauses (A) and (B) above and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause (C) above. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the certificate administrator in connection with administering such vote will be paid as an expense of the issuing entity from the Collection Account.

An “Asset Review Quorum” means, in connection with any solicitation of votes to authorize an Asset Review as described above, the holders of certificates evidencing at least 5.0% of the aggregate Voting Rights.

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Review Materials

Upon receipt of notice from the certificate administrator of an Affirmative Asset Review Vote (the “Asset Review Notice”), the custodian (with respect to clauses (i) – (v)), the applicable master servicer (with respect to clauses (vi) and (vii) for non-Specially Serviced Loans for which it acts as master servicer) and the applicable special servicer (with respect to clauses (vi) and (vii) for Specially Serviced Loans), in each case to the extent in such party’s possession, will be required to promptly, but in no event later than within 10 business days, provide the following materials in electronic format to the asset representations reviewer (collectively, with the Diligence Files posted to the secure data room by the certificate administrator, a copy of the prospectus, a copy of each related MLPA and a copy of the PSA, the “Review Materials”):

(i)         a copy of an assignment of the Mortgage in favor of the trustee, with evidence of recording thereon, for each Delinquent Loan that is subject to an Asset Review;

(ii)        a copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;

(iii)       a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not already covered pursuant to items (i) or (ii) above;

(iv)       copies of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent Loan that is subject to an Asset Review;

(v)        a copy of an assignment in favor of the trustee of any financing statement executed and filed in the relevant jurisdiction related to each Delinquent Loan that is subject to an Asset Review;

(vi)       a copy of any notice previously delivered by the applicable master servicer or applicable special servicer, as applicable, of any alleged defect or breach with respect to any Delinquent Loan; and

(vii)       copies of any other related documents that were entered into or delivered in connection with the origination of such Mortgage Loan that the asset representations reviewer has determined are necessary in connection with its completion of any Asset Review and that are requested by the asset representations reviewer, in the time frames and as otherwise described below.

In the event that, as part of an Asset Review of a Mortgage Loan, the asset representations reviewer determines that it is missing any document that is required to be part of the Review Materials for such Mortgage Loan and that is necessary in connection with its completion of the Asset Review, the asset representations reviewer will promptly, but in no event later than 10 business days after receipt of the Review Materials, notify the applicable master servicer (with respect to non-Specially Serviced Loans) or the applicable special servicer (with respect to Specially Serviced Loans), as applicable, of such missing document(s), and request such master servicer or special servicer, as applicable, promptly, but in no event later than 10 business days after receipt of notification from the asset representations reviewer, deliver to the asset representations reviewer such missing document(s) to the extent in its possession. In the event any missing documents are not

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provided by the applicable master servicer or special servicer, as applicable, within such 10 business day period, the asset representations reviewer will be required to request such documents from the related mortgage loan seller. The mortgage loan seller will be required under the related MLPA to deliver such additional documents only to the extent such documents are in the possession of such party but in any event excluding any documents that contain information that is proprietary to the related originator or mortgage loan seller or any draft documents or privileged or internal communications.

The asset representations reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a person that is not a party to the PSA or the related mortgage loan seller, and will do so only if such information can be independently verified (without unreasonable effort or expense to the asset representations reviewer) and is determined by the asset representations reviewer in its good faith and sole discretion to be relevant to the Asset Review (any such information, “Unsolicited Information”), as described below.

Asset Review

Upon its receipt of the Asset Review Notice and access to the Diligence Files posted to the secure data room with respect to a Delinquent Loan, the asset representations reviewer, as an independent contractor, will be required to commence a review of the compliance of each Delinquent Loan with the representations and warranties related to that Delinquent Loan (such review, the “Asset Review”). An Asset Review of each Delinquent Loan will consist of the application of a set of pre-determined review procedures (the “Tests”) for each representation and warranty made by the applicable mortgage loan seller with respect to such Delinquent Loan. Once an Asset Review of a Mortgage Loan is completed, no further Asset Review will be required of or performed on that Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent Loan or become a Delinquent Loan again at the time when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent to the occurrence of such Asset Review Trigger.

“Asset Review Standard” means the performance by the asset representations reviewer of its duties under the PSA in good faith subject to the express terms of the PSA. All determinations or assumptions made by the asset representations reviewer in connection with an Asset Review are required to be made in the asset representations reviewer’s good faith discretion and judgment based on the facts and circumstances known to it at the time of such determination or assumption.

No Certificateholder will have the right to change the scope of the asset representations reviewer’s review, and the asset representations reviewer will not be required to review any information other than (i) the Review Materials and (ii) if applicable, Unsolicited Information.

The asset representations reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively rely on such Review Materials.

The asset representations reviewer must prepare a preliminary report with respect to each delinquent loan within 56 days after the date on which access to the secure data room is provided by the certificate administrator. In the event that the asset representations reviewer determines that the Review Materials are insufficient to complete a Test and such missing documentation is not delivered to the asset representations reviewer by the

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applicable master servicer (with respect to non-Specially Serviced Loans), the applicable special servicer (with respect to Specially Serviced Loans) to the extent in the possession of the applicable master servicer or applicable special servicer, as applicable, or from the related mortgage loan seller within 10 business days following the request by the asset representations reviewer to the applicable master servicer, the applicable special servicer or the related mortgage loan seller, as the case may be, as described above, the asset representations reviewer will list such missing documents in a preliminary report setting forth the preliminary results of the application of the Tests and the reasons why such missing documents are necessary to complete a Test and (if the asset representations reviewer has so concluded) that the absence of such documents will be deemed to be a failure of such Test. The asset representations reviewer will be required to provide such preliminary report to the applicable master servicer (with respect to non-Specially Serviced Loans) or the applicable special servicer (with respect to Specially Serviced Loans), and the related mortgage loan seller. If the preliminary report indicates that any of the representations and warranties fails or is deemed to fail any Test, the mortgage loan seller will have 90 days (the “Cure/Contest Period”) to remedy or otherwise refute the failure. Any documents or explanations to support the related mortgage loan seller’s claim that the representation and warranty has not failed a Test or that any missing documents in the Review Materials are not required to complete a Test will be sent by the related mortgage loan seller to the asset representations reviewer. For the avoidance of doubt, the asset representations reviewer will not be required to prepare a preliminary report in the event the asset representations reviewer determines that there is no Test failure with respect to the related Delinquent Loan.

The asset representations reviewer will be required, within 60 days after the date on which access to the secure data room is provided to the asset representations reviewer by the certificate administrator or within 10 days after the expiration of the Cure/Contest Period (whichever is later), to complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report setting forth the asset representations reviewer’s findings and conclusions as to whether or not it has determined there is any evidence of a failure of any Test based on the Asset Review and a statement that the asset representations reviewer’s findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”) to each party to the PSA, the related mortgage loan seller for each Delinquent Loan and the Directing Certificateholder, and (ii) a summary of the asset representations reviewer’s conclusions included in such Asset Review Report (an “Asset Review Report Summary”) to the trustee, the applicable special servicer and the certificate administrator. The period of time by which the Asset Review Report must be completed and delivered may be extended by up to an additional 30 days, upon written notice to the parties to the PSA and the related mortgage loan seller, if the asset representations reviewer determines pursuant to the Asset Review Standard that such additional time is required due to the characteristics of the Mortgage Loans and/or the Mortgaged Property or Mortgaged Properties. In no event will the asset representations reviewer be required to determine whether any Test failure constitutes a Material Defect, or whether the issuing entity should enforce any rights it may have against the related mortgage loan seller, which, in each such case, will be the responsibility of the Enforcing Servicer. See
“—Enforcement of Mortgage Loan Seller’s Obligations Under the MLPA” below. In addition, in the event that the asset representations reviewer does not receive any documentation that it requested from a master servicer (with respect to non-Specially Serviced Loans), a special servicer (with respect to Specially Serviced Loans) or the related mortgage loan seller in sufficient time to allow the asset representations reviewer to complete its Asset Review and deliver an Asset Review Report, the asset representations reviewer will be required to prepare the Asset Review Report solely based on the documentation received by the asset representations reviewer with respect to the related Delinquent Loan, and the

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asset representations reviewer will have no responsibility to independently obtain any such documentation from any party to the PSA or otherwise. The PSA will require that the certificate administrator (i) include the Asset Review Report Summary in the Distribution Report on Form 10–D relating to the distribution period in which the Asset Review Report Summary was received, and (ii) post such Asset Review Report Summary to the certificate administrator’s website not later than two business days after receipt of such Asset Review Report Summary from the asset representations reviewer.

Eligibility of Asset Representations Reviewer

The asset representations reviewer will be required to represent and warrant in the PSA that it is an Eligible Asset Representations Reviewer. The asset representations reviewer is required to be at all times an Eligible Asset Representations Reviewer. If the asset representations reviewer ceases to be an Eligible Asset Representations Reviewer, the asset representations reviewer is required to immediately notify the master servicers, the special servicers, the trustee, the operating advisor, the certificate administrator and the Directing Certificateholder of such disqualification and immediately resign under the PSA as described under the “—Resignation of Asset Representations Reviewer” below.

An “Eligible Asset Representations Reviewer” is an institution that (i) is the special servicer, operating advisor or asset representations reviewer on a transaction rated by any of DBRS, Fitch, Kroll Bond Rating Agency, Inc., Moody’s, Morningstar Credit Ratings, LLC or S&P Global Ratings and that has not been a special servicer, operating advisor or asset representations reviewer on a transaction for which DBRS, Fitch, Kroll Bond Rating Agency, Inc., Moody’s, Morningstar Credit Ratings, LLC or S&P Global Ratings has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such transaction citing servicing or other relevant concerns with such special servicer, operating advisor or asset representations reviewer, as applicable, as the sole or material factor in such rating action, (ii) can and will make the representations and warranties of the asset representations reviewer set forth in the PSA, (iii) is not (and is not affiliated with) any sponsor, any mortgage loan seller, any originator, any master servicer, any special servicer, the depositor, the certificate administrator, the trustee, the Directing Certificateholder, the Risk Retention Consultation Party or any of their respective affiliates, (iv) has not performed (and is not affiliated with any party hired to perform) any due diligence, loan underwriting, brokerage, borrower advisory or similar services with respect to any Mortgage Loan or any related Companion Loan prior to the Closing Date for or on behalf of any sponsor, any mortgage loan seller, any underwriter, any party to the PSA, the Directing Certificateholder, the Risk Retention Consultation Party or any of their respective affiliates, or have been paid any fees, compensation or other remuneration by any of them in connection with any such services and (v) that does not directly or indirectly, through one or more affiliates or otherwise, own any interest in any certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction to which the PSA relates, other than in fees from its role as asset representations reviewer (or as operating advisor, if applicable) and except as otherwise set forth in the PSA.

Other Obligations of Asset Representations Reviewer

The asset representations reviewer and its affiliates are required to keep confidential any information appropriately labeled as “Privileged Information” received from any party to the PSA or any sponsor under the PSA (including, without limitation, in connection with the review of the Mortgage Loans) and not disclose such Privileged Information to any person (including Certificateholders), other than (1) to the extent expressly required by the PSA in an Asset Review Report or otherwise, to the other parties to the PSA with a notice indicating

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that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to the PSA that receives such Privileged Information from the asset representations reviewer with a notice stating that such information is Privileged Information may not disclose such Privileged Information to any person without the prior written consent of the applicable special servicer other than pursuant to a Privileged Information Exception.

Neither the asset representations reviewer nor any of its affiliates may make any investment in any class of certificates; provided, however, that such prohibition will not apply to (i) riskless principal transactions effected by a broker dealer affiliate of the asset representations reviewer or (ii) investments by an affiliate of the asset representations reviewer if the asset representations reviewer and such affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the asset representations reviewer under the PSA from personnel involved in such affiliate’s investment activities and (B) prevent such affiliate and its personnel from gaining access to information regarding the issuing entity and the asset representations reviewer and its personnel from gaining access to such affiliate’s information regarding its investment activities.

Delegation of Asset Representations Reviewer’s Duties

The asset representations reviewer may delegate its duties to agents or subcontractors in accordance with the PSA, however, the asset representations reviewer will remain obligated and primarily liable for any Asset Review required in accordance with the provisions of the PSA without diminution of such obligation or liability by virtue of such delegation or arrangements or by virtue of indemnification from any person acting as its agents or subcontractor to the same extent and under the same terms and conditions as if the asset representations reviewer alone were performing its obligations under the PSA.

Asset Representations Reviewer Termination Events

The following constitute asset representations reviewer termination events under the PSA (each, an “Asset Representations Reviewer Termination Event”) whether any such event is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body:

(i)         any failure by the asset representations reviewer to observe or perform in any material respect any of its covenants or agreements or the material breach of any of its representations or warranties under the PSA, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, is given to the asset representations reviewer by the trustee or to the asset representations reviewer and the trustee by the holders of certificates evidencing greater than 25% of the Voting Rights; provided that with respect to any such failure that is not curable within such 30-day period, the asset representations reviewer will have an additional cure period of 30 days to effect such cure so long as it has commenced to cure such failure within the initial 30-day period and has provided the trustee and the certificate administrator with an officer’s certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;

(ii)        any failure by the asset representations reviewer to perform its obligations set forth in the PSA in accordance with the Asset Review Standard in any material respect, which failure continues unremedied for a period of 30 days after the date

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written notice of such failure, requiring the same to be remedied, is given to the asset representations reviewer by any party to the PSA;

(iii)       any failure by the asset representations reviewer to be an Eligible Asset Representations Reviewer, which failure continues unremedied for a period of 30 days after the date written notice of such failure, requiring the same to be remedied, is given to the asset representations reviewer by any party to the PSA;

(iv)       a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, has been entered against the asset representations reviewer, and such decree or order has remained in force undischarged or unstayed for a period of 60 days;

(v)        the asset representations reviewer consents to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the asset representations reviewer or of or relating to all or substantially all of its property; or

(vi)       the asset representations reviewer admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations.

Upon receipt by the certificate administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the certificate administrator will be required to promptly provide written notice to all Certificateholders (which is required to be simultaneously delivered to the asset representations reviewer) electronically by posting such notice on its internet website and by mail, unless the certificate administrator has received notice that such Asset Representations Reviewer Termination Event has been remedied.

Rights Upon Asset Representations Reviewer Termination Event

If an Asset Representations Reviewer Termination Event occurs, and in each and every such case, so long as such Asset Representations Reviewer Termination Event has not been remedied, then either the trustee (i) may or (ii) upon the written direction of Certificateholders evidencing at least 25% of the Voting Rights (without regard to the application of any Allocated Cumulative Appraisal Reduction Amounts) will be required to, terminate all of the rights and obligations of the asset representations reviewer under the PSA, other than rights and obligations accrued prior to such termination and other than indemnification rights (arising out of events occurring prior to such termination), by written notice to the asset representations reviewer. The asset representations reviewer is required to bear all reasonable costs and expenses of each other party to the PSA in connection with its termination for cause.

Termination of the Asset Representations Reviewer Without Cause

Upon (i) the written direction of Certificateholders evidencing not less than 25% of the Voting Rights (without regard to the application of any Allocated Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the asset representations

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reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer, and (ii) payment by such holders to the certificate administrator of the reasonable fees and expenses to be incurred by the certificate administrator in connection with administering such vote, the certificate administrator will promptly provide notice to all Certificateholders and the asset representations reviewer of such request by posting such notice on its internet website, and by mailing to all Certificateholders and the asset representations reviewer. Upon the written direction of Certificateholders evidencing at least 75% of a Certificateholder Quorum (without regard to the application of any Allocated Cumulative Appraisal Reduction Amounts), the trustee will terminate all of the rights and obligations of the asset representations reviewer under the PSA (other than any rights or obligations that accrued prior to the date of such termination and other than indemnification rights (arising out of events occurring prior to such termination)) by written notice to the asset representations reviewer, and the proposed successor asset representations reviewer will be appointed.

In the event that holders of the certificates evidencing at least 75% of the Voting Rights elect to remove the asset representations reviewer without cause and appoint a successor, the successor asset representations reviewer will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.

Resignation of Asset Representations Reviewer

The asset representations reviewer may at any time resign by giving written notice to the other parties to the PSA. In addition, the asset representations reviewer will at all times be, and will be required to resign if it fails to be, an Eligible Asset Representations Reviewer by giving written notice to the other parties. Upon such notice of resignation, the depositor will be required to promptly appoint a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. No resignation of the asset representations reviewer will be effective until a successor asset representations reviewer that is an Eligible Asset Representations Reviewer has been appointed and accepted the appointment. If no successor asset representations reviewer has been so appointed and accepted the appointment within 30 days after the notice of resignation, the resigning asset representations reviewer may petition any court of competent jurisdiction for the appointment of a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. The resigning asset representations reviewer must pay all costs and expenses associated with the transfer of its duties.

Asset Representations Reviewer Compensation

Certain fees will be payable to the asset representations reviewer, and the asset representations reviewer will be entitled to be reimbursed for certain expenses, as described under “—Servicing and Other Compensation and Payment of Expenses”.

Limitation on Liability of Risk Retention Consultation Party

The Risk Retention Consultation Party will not be liable to the issuing entity or the Certificateholders for any action taken, or for refraining from the taking of any action, or for errors in judgment. However, the Risk Retention Consultation Party will not be protected against any liability to the holders of the RR Interest that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations or duties owed to the holders of the RR Interest.

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Each Certificateholder will acknowledge and agree, by its acceptance of its certificates, that the Risk Retention Consultation Party:

(a)       may have special relationships and interests that conflict with those of holders of one or more classes of certificates;

(b)       may act solely in the interests of the holders of the RR Interest;

(c)       does not have any liability or duties to the holders of any class of certificates other than the RR Interest;

(d)       may take actions that favor the interests of the holders of one or more classes including the RR Interest over the interests of the holders of one or more other classes of certificates; and

(e)       will have no liability whatsoever (other than to a holder of the RR Interest) for having so acted as set forth in (a) – (d) above, and no Certificateholder may take any action whatsoever against the Risk Retention Consultation Party or any director, officer, employee, agent or principal of the Risk Retention Consultation Party for having so acted.

The taking of, or refraining from taking, any action by any master servicer or any special servicer in accordance with the recommendation of the Risk Retention Consultation Party, which does not violate the terms of any Mortgage Loan, any law, the Servicing Standard or the provisions of the PSA or the related Intercreditor Agreement, will not result in any liability on the part of such master servicer or special servicer.

Replacement of a Special Servicer Without Cause

Except as limited by certain conditions described in this prospectus and subject to the rights of any related Companion Holder under a related Intercreditor Agreement, either special servicer may generally be replaced, prior to the occurrence and continuance of a Control Termination Event, at any time and without cause, by the Directing Certificateholder so long as, among other things, the Directing Certificateholder appoints a replacement special servicer that meets the requirements of the PSA, including that the trustee and the certificate administrator receive a Rating Agency Confirmation from each Rating Agency and confirmation from the applicable rating agencies that such replacement will not result in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related Serviced Pari Passu Companion Loan Securities and that such replacement special servicer may not be the asset representations reviewer or any of its affiliates. The reasonable fees and out-of-pocket expenses of any such termination incurred by the Directing Certificateholder (other than a Loan Specific Directing Certificateholder) without cause (including the costs of obtaining a Rating Agency Confirmation) will be paid by the holders of the Controlling Class.

After the occurrence and during the continuance of a Control Termination Event, upon (i) the written direction of holders of Principal Balance Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Allocated Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances) of the Principal Balance Certificates (other than the RR Interest) requesting a vote to replace the applicable special servicer with a new special servicer, (ii) payment by such holders to the certificate administrator of the reasonable fees and expenses (including any legal fees and any Rating Agency fees and expenses) to be incurred by the certificate administrator in connection with administering such vote (which fees and expenses will not be additional trust fund expenses), and (iii) delivery by such holders to the certificate administrator and the trustee

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of Rating Agency Confirmation from each Rating Agency (such Rating Agency Confirmation will be obtained at the expense of those holders of certificates requesting such vote) and confirmation from the applicable rating agencies that the contemplated appointment or replacement will not result in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related Serviced Pari Passu Companion Loan Securities, the certificate administrator will be required to post notice of the same on the certificate administrator’s website and concurrently by mail and conduct the solicitation of votes of all certificates in such regard, which requisite affirmative votes must be received within 180 days of the posting of such notice. Upon the written direction of holders of Principal Balance Certificates evidencing at least 66-2/3% of a Certificateholder Quorum, the trustee will be required to terminate all of the rights and obligations of the applicable special servicer under the PSA and appoint the successor special servicer (which must be a Qualified Replacement Special Servicer) designated by such Certificateholders, subject to indemnification, right to outstanding fees, reimbursement of Advances and other rights set forth in the PSA, which survive such termination. The certificate administrator will include on each Distribution Date Statement a statement that each Certificateholder may access such notices via the certificate administrator’s website and that each Certificateholder may register to receive electronic mail notifications when such notices are posted thereon.

A “Certificateholder Quorum” means, in connection with any solicitation of votes in connection with the replacement of a special servicer or asset representations reviewer described above, the holders of certificates evidencing at least 50% of the aggregate Voting Rights (taking into account the application of Realized Losses and, other than with respect to the termination of the asset representations reviewer, the application of any Allocated Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the certificates) of all Principal Balance Certificates (other than the RR Interest) on an aggregate basis.

Notwithstanding the foregoing, if a special servicer is a Borrower Party with respect to any Mortgage Loan or Serviced Whole Loan (any such Mortgage Loan or Serviced Whole Loan, an “Excluded Special Servicer Loan”), such special servicer will be required to resign as special servicer of that Excluded Special Servicer Loan. Prior to the occurrence and continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan as to the Directing Certificateholder or the holder of the majority of the Controlling Class, the Directing Certificateholder will be required to select a successor special servicer that is not a Borrower Party in accordance with the terms of the PSA (the “Excluded Special Servicer”) for the related Excluded Special Servicer Loan. After the occurrence and during the continuance of a Control Termination Event or if at any time the applicable Excluded Special Servicer Loan is also an Excluded Loan as to the Directing Certificateholder or the holder of the majority of the Controlling Class, the resigning special servicer will be required to select the related Excluded Special Servicer. The applicable special servicer will not have any liability with respect to the actions or inactions of the applicable Excluded Special Servicer or with respect to the identity of the applicable Excluded Special Servicer so long as, on the date of the appointment, the selected Excluded Special Servicer is a Qualified Replacement Special Servicer. It will be a condition to any such appointment that (i) the Rating Agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal of any of their then-current ratings of the certificates and the equivalent from each NRSRO hired to provide ratings with respect to any class of securities backed, wholly or partially, by any Serviced Pari Passu Companion Loan, (ii) the applicable Excluded Special Servicer is a Qualified Replacement Special Servicer and (iii) the applicable Excluded Special Servicer delivers to the depositor and the certificate administrator and any applicable depositor and certificate administrator of any other securitization, if applicable, that contains a Serviced Pari Passu Companion Loan, the

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information, if any, required pursuant to Item 6.02 of the Form 8-K regarding itself in its role as Excluded Special Servicer.

If at any time the applicable special servicer is no longer a Borrower Party with respect to an Excluded Special Servicer Loan (including, without limitation, as a result of the related Mortgaged Property becoming REO Property), (1) the related Excluded Special Servicer will be required to resign, (2) the related Mortgage Loan or Serviced Whole Loan will no longer be an Excluded Special Servicer Loan, (3) the applicable special servicer will become the special servicer again for such related Mortgage Loan or Serviced Whole Loan and (4) the applicable special servicer will be entitled to all special servicing compensation with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded Special Servicer Loan.

The applicable Excluded Special Servicer will be required to perform all of the obligations of the applicable special servicer for the related Excluded Special Servicer Loan and will be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that the applicable special servicer will remain entitled to all other special servicing compensation with respect to all Mortgage Loans and Serviced Whole Loans that are not Excluded Special Servicer Loans during such time).

A “Qualified Replacement Special Servicer” is a replacement special servicer that (i) satisfies all of the eligibility requirements applicable to the special servicers in the PSA, (ii) is not the operating advisor, the asset representations reviewer or an affiliate of the operating advisor or the asset representations reviewer, (iii) is not obligated to pay the operating advisor (x) any fees or otherwise compensate the operating advisor in respect of its obligations under the PSA, or (y) for the appointment of the successor special servicer or the recommendation by the operating advisor for the replacement special servicer to become the special servicer, (iv) is not entitled to receive any compensation from the operating advisor other than compensation that is not material and is unrelated to the operating advisor’s recommendation that such party be appointed as the replacement special servicer, (v) is not entitled to receive any fee from the operating advisor for its appointment as successor special servicer, in each case, unless expressly approved by 100% of the Certificateholders, (vi) currently has a special servicer rating of at least “CSS3” from Fitch, (vii) (A) that confirms in writing that it was appointed to act as, and currently serves as, special servicer on a transaction level basis on the closing date of a commercial mortgage loan securitization with respect to which Moody’s rated one or more classes of certificates and one or more of such classes of certificates are still outstanding and rated by Moody’s and (B) with respect to which Moody’s has not cited servicing concerns of such replacement special servicer as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities rated by Moody’s in any other commercial mortgage-backed securities transaction serviced by the replacement special servicer prior to the time of determination, and (viii) is currently acting as a special servicer in a transaction rated by DBRS and has not been publicly cited by Moody’s or DBRS as having servicing concerns as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior to the time of determination.

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Replacement of a Special Servicer After Operating Advisor Recommendation and Certificateholder Vote

After the occurrence and during the continuance of a Consultation Termination Event, if the operating advisor determines in its sole discretion exercised in good faith that the applicable special servicer is not performing its duties as required under the PSA or is otherwise not acting in accordance with the Servicing Standard, the operating advisor will have the right to recommend the replacement of such special servicer. In such event, the operating advisor will be required to deliver to the trustee and the certificate administrator, with a copy to the applicable special servicer, a written recommendation detailing the reasons supporting its position (along with relevant information justifying its recommendation) and recommending a suggested replacement special servicer (which must be a Qualified Replacement Special Servicer). The certificate administrator will be required to notify each Certificateholder of the recommendation and post it on the certificate administrator’s internet website, and to conduct the solicitation of votes with respect to such recommendation.

The operating advisor’s recommendation to replace the special servicer must be confirmed by an affirmative vote of holders of Principal Balance Certificates evidencing at least a majority of the aggregate Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances) of all Principal Balance Certificates on an aggregate basis. In the event the holders of such Principal Balance Certificates elect to remove and replace a special servicer (which requisite affirmative votes must be received within 180 days of posting of the notice of the operating advisor’s recommendation to the certificate administrator’s website), the certificate administrator will be required to receive a Rating Agency Confirmation from each of the Rating Agencies at that time and confirmation from the applicable rating agencies that such replacement will not result in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related Serviced Pari Passu Companion Loan Securities. In the event the certificate administrator receives a Rating Agency Confirmation from each of the Rating Agencies (and the successor special servicer agrees to be bound by the terms of the PSA), the trustee will then be required to terminate all of the rights and obligations of such special servicer under the PSA and to appoint the successor special servicer approved by the Certificateholders, provided that such successor special servicer is a Qualified Replacement Special Servicer, subject to the terminated special servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances and other rights set forth in the PSA that survive termination. The reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses of outside counsel) associated with obtaining such Rating Agency Confirmations and administering the vote of the applicable holders of the Principal Balance Certificates and the operating advisor’s identification of a Qualified Replacement Special Servicer will be an additional trust fund expense.

In any case, the trustee will notify the outgoing special servicer promptly of the effective date of its termination. Any replacement special servicer recommended by the operating advisor must be a Qualified Replacement Special Servicer.

No appointment of a special servicer will be effective until the depositor or the depositor for the securitization of a Companion Loan has filed any required Exchange Act filings related to the removal and replacement of the applicable special servicer.

With respect to any Non-Serviced Whole Loans, the related Non-Serviced Special Servicer may be removed, and a successor special servicer appointed at any time by the related Non-Serviced Directing Certificateholder (and not by the Directing Certificateholder for this transaction) to the extent set forth in the related Non-Serviced PSA and the related

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Intercreditor Agreement for such Non-Serviced Whole Loan. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans”, “—The Non-Serviced AB Whole Loan” and “—Servicing of the Non-Serviced Mortgage Loans” below.

The terms of the PSA described above regarding the replacement of the applicable special servicer without cause will not apply with respect to the Servicing Shift Mortgage Loan. Rather, with respect to any Servicing Shift Whole Loans: (i) prior to the related Servicing Shift Securitization Date, the holder of the related Controlling Companion Loan will have the right to replace the applicable special servicer then acting with respect to the Servicing Shift Whole Loan and appoint a replacement special servicer, solely with respect to such Servicing Shift Whole Loan; and (ii) on and after the related Servicing Shift Securitization Date, pursuant to the terms of the related Intercreditor Agreement, the “directing holder” (or analogous term) under the related Servicing Shift PSA will have the right, with or without cause, to replace the related Non-Serviced Special Servicer then acting with respect to such Servicing Shift Whole Loan and appoint a replacement special servicer without the consent of the holder of such Servicing Shift Mortgage Loan.

Termination of a Master Servicer or Special Servicer for Cause

Servicer Termination Events

A “Servicer Termination Event” under the PSA with respect to either master servicer or either special servicer, as the case may be, will include, without limitation:

(a)       (i) any failure by such master servicer to make any deposit required to be made by such master servicer to the applicable Collection Account or remit to the companion paying agent for deposit into the Companion Distribution Account on the day and by the time such deposit or remittance was first required to be made, which failure is not remedied within one business day, or (ii) any failure by such master servicer to deposit into, or remit to the certificate administrator for deposit into, the Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m. New York City time on the relevant Distribution Date;

(b)       any failure by the applicable special servicer to deposit into the applicable REO Account within one business day after the day such deposit is required to be made, or to remit to the applicable master servicer for deposit in the applicable Collection Account, or any other account required under the PSA, any such deposit or remittance required to be made by such special servicer pursuant to, and at the time specified by, the PSA;

(c)       any failure on the part of such master servicer or special servicer, as the case may be, duly to observe or perform in any material respect any of its other covenants or obligations under the PSA, which failure continues unremedied for 30 days (or (i) with respect to any year that a report on Form 10-K is required to be filed, 5 business days in the case of such master servicer’s or special servicer’s obligations, as the case may be, under the PSA in respect of Exchange Act reporting items (after any applicable grace periods), (ii) 15 days in the case of such master servicer’s failure to make a Servicing Advance or (iii) 15 days in the case of a failure to pay the premium for any property insurance policy required to be maintained under the PSA) after written notice of the failure has been given (A) to such master servicer or special servicer, as the case may be, by any other party to the PSA, or (B) to such master servicer or special servicer, as the case may be, with a copy to each other party to the related PSA, by Certificateholders evidencing not less than 25% of all Voting Rights or, with respect to a Serviced Whole Loan if affected by that failure, by the holder of the related Serviced Pari Passu Companion Loan; provided, however, that if that failure is capable of being cured and such master servicer or such

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special servicer, as the case may be, is diligently pursuing that cure, such period will be extended an additional 30 days; provided, further, however, that such extended period will not apply to the obligations regarding Exchange Act reporting;

(d)       any breach on the part of such master servicer or special servicer, as the case may be, of any representation or warranty in the PSA that materially and adversely affects the interests of any class of Certificateholders or holders of any Serviced Pari Passu Companion Loan and that continues unremedied for a period of 30 days after the date on which notice of that breach, requiring the same to be remedied, will have been given to such master servicer or special servicer, as the case may be, by the depositor, the certificate administrator or the trustee, or to the applicable master servicer, the applicable special servicer, the depositor, the certificate administrator and the trustee by the Certificateholders evidencing not less than 25% of Voting Rights or, with respect to a Serviced Whole Loan affected by such breach, by the holder of the related Serviced Pari Passu Companion Loan; provided, however, that if that breach is capable of being cured and such master servicer or special servicer, as the case may be, is diligently pursuing that cure, that 30-day period will be extended an additional 30 days;

(e)       certain events of insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings in respect of or relating to the applicable master servicer or special servicer, and certain actions by or on behalf of such master servicer or special servicer indicating its insolvency or inability to pay its obligations;

(f)        either of Moody’s or DBRS (i) has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates, or (ii) has placed one or more classes of certificates on “watch status” in contemplation of a ratings downgrade or withdrawal (and in the case of clause (i) or (ii), such rating action has not been withdrawn by Moody’s or DBRS, as applicable, within 60 days of such rating action) and, in the case of either of clauses (i) or (ii), such Rating Agency publicly cited servicing concerns with such master servicer or special servicer, as the case may be, as the sole or a material factor in such rating action; or

(g)       such master servicer or such special servicer, as the case may be, is no longer rated at least “CMS3” or “CSS3”, respectively, by Fitch and such master servicer or special servicer is not reinstated to at least that rating within 60 days of the delisting.

“Serviced Pari Passu Companion Loan Securities” means, for so long as the related Mortgage Loan or any successor REO Loan is part of the Mortgage Pool, any class of securities issued by another securitization and backed by a Serviced Pari Passu Companion Loan.

Rights Upon Servicer Termination Event

If a Servicer Termination Event occurs with respect to any master servicer or any special servicer under the PSA, then, so long as the Servicer Termination Event remains unremedied, the depositor or the trustee will be authorized, and at the written direction of Certificateholders entitled to a majority of the Voting Rights or, for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder (solely with respect to a special servicer and other than with respect to an Excluded Loan as to the Directing Certificateholder or the holder of the majority of the Controlling Class), the trustee will be required to terminate all of the rights and obligations of the defaulting party as master servicer or special servicer, as the case may be (other than certain rights in respect of indemnification and certain items of servicing compensation), under the PSA. The trustee will then succeed to all of the responsibilities, duties and liabilities of the defaulting party as

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master servicer or special servicer, as the case may be, under the PSA and will be entitled to similar compensation arrangements. If the trustee is unwilling or unable to so act, it may (or, at the written request of Certificateholders entitled to a majority of the Voting Rights, or, for so long as no Control Termination Event has occurred and is continuing and other than in respect of an Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder, it will be required to) appoint, or petition a court of competent jurisdiction to appoint, a mortgage loan servicing institution, subject to the trustee’s receipt of a Rating Agency Confirmation from each of the Rating Agencies and confirmation (or deemed confirmation) from the applicable rating agencies that such appointment (or replacement) will not result in the downgrade, withdrawal or qualification of the then current ratings of any class of any related Serviced Pari Passu Companion Loan Securities and, with respect to a successor special servicer, for so long as no Control Termination Event has occurred and is continuing, that has been approved by the Directing Certificateholder, which approval may not be unreasonably withheld. In addition, none of the asset representations reviewer, the operating advisor and their respective affiliates may be appointed as a successor master servicer or special servicer.

Notwithstanding anything to the contrary contained in the section above, if a Servicer Termination Event on the part of the applicable special servicer remains unremedied and affects the holder of a Serviced Pari Passu Companion Loan, and such special servicer has not otherwise been terminated, the holder of such Serviced Pari Passu Companion Loan (or, if applicable, the related trustee, acting at the direction of the related directing certificateholder (or similar entity)) will be entitled to direct the trustee to terminate such special servicer solely with respect to the related Serviced Whole Loan. The appointment (or replacement) of such special servicer with respect to a Serviced Whole Loan will in any event be subject to Rating Agency Confirmation from each Rating Agency and confirmation from the applicable rating agencies that such appointment (or replacement) will not result in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related Serviced Pari Passu Companion Loan Securities. A replacement special servicer will be selected by the trustee or, prior to the occurrence and continuance of a Consultation Termination Event, by the Directing Certificateholder; provided, however, that any successor special servicer appointed to replace the special servicer with respect to a Serviced Pari Passu Mortgage Loan cannot at any time be the person (or an affiliate of such person) that was terminated at the direction of the holder of the related Serviced Pari Passu Companion Loan, without the prior written consent of such holder of the related Serviced Pari Passu Companion Loan.

Notwithstanding anything to the contrary contained in the section above, if a servicer termination event on the part of a Non-Serviced Special Servicer remains unremedied and affects the issuing entity, and such Non-Serviced Special Servicer has not otherwise been terminated, the trustee, acting at the direction of the Directing Certificateholder, will generally be entitled to direct the related Non-Serviced Trustee to terminate such Non-Serviced Special Servicer, solely with respect to the related Non-Serviced Whole Loan(s), and a successor will be appointed in accordance with the related Non-Serviced PSA.

In addition, notwithstanding anything to the contrary contained in the section described above, if a master servicer receives notice of termination solely due to a Servicer Termination Event described in clause (f) or (g) under “—Termination of a Master Servicer or Special Servicer for Cause—Servicer Termination Events” above, and prior to being replaced as described in the third preceding paragraph, the applicable master servicer will have 45 days after receipt of the notice of termination to find, and sell its rights and obligations to, a successor master servicer that meets the requirements of a master servicer

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under the PSA; provided that the Rating Agencies have each provided a Rating Agency Confirmation and the Companion Loan Rating Agencies have provided a confirmation (or deemed confirmation) that such sale will not result in the downgrade, withdrawal or qualification of the then current rating assigned to any Serviced Pari Passu Companion Loan Security. The termination of the applicable master servicer will be effective when such successor master servicer has succeeded the terminated master servicer, as successor master servicer and such successor master servicer has assumed the terminated master servicer’s servicing obligations and responsibilities under the PSA. If a successor has not entered into the PSA as successor master servicer within 45 days after notice of the termination of the applicable master servicer, such master servicer will be replaced by the trustee as described above.

Notwithstanding the foregoing, (1) if any Servicer Termination Event on the part of the applicable master servicer affects a Serviced Pari Passu Companion Loan, the related holder of a Serviced Pari Passu Companion Loan or the rating on any Serviced Pari Passu Companion Loan Securities, and if such master servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the part of the applicable master servicer affects only a Serviced Pari Passu Companion Loan, the related holder of a Serviced Pari Passu Companion Loan or the rating on any Serviced Pari Passu Companion Loan Securities, then such master servicer may not be terminated by or at the direction of the related holder of such Serviced Pari Passu Companion Loan or the holders of any Serviced Pari Passu Companion Loan Securities, but upon the written direction of the related holder of such Serviced Pari Passu Companion Loan, the applicable master servicer will be required to appoint a sub-servicer that will be responsible for servicing the related Serviced Whole Loan.

Further, if replaced as a result of a Servicer Termination Event, the applicable master servicer or special servicer, as the case may be, will be responsible for the costs and expenses associated with the transfer of its duties.

Waiver of Servicer Termination Event

The Certificateholders representing at least 66-2/3% of the Voting Rights allocated to certificates affected by any Servicer Termination Event may waive such Servicer Termination Event; provided, however, that a Servicer Termination Event under clause (a), (b) or (f) of the definition of “Servicer Termination Event” may be waived only with the consent of all of the Certificateholders of the affected classes and a Servicer Termination Event under clause (c) of the definition of “Servicer Termination Event” relating to Exchange Act reporting may be waived only with the consent of the depositor. Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event will cease to exist and will be deemed to have been remedied. Upon any such waiver of a Servicer Termination Event by Certificateholders, the trustee and the certificate administrator will be entitled to recover all costs and expenses incurred by it in connection with enforcement actions taken with respect to such Servicer Termination Event prior to such waiver from the issuing entity.

Resignation of a Master Servicer or Special Servicer

The PSA permits the master servicers and the special servicers to resign from their respective obligations only upon (a) the appointment of, and the acceptance of the appointment by, a successor (which may be appointed by the resigning master servicer or special servicer, as applicable) and receipt by the certificate administrator and the trustee of a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan

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Securities (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation required under the PSA may be considered satisfied with respect to the certificates as described in this prospectus); and, as to a special servicer only, for so long as no Control Termination Event has occurred and is continuing, the approval of such successor by the Directing Certificateholder, which approval will not be unreasonably withheld or (b) a determination that their respective obligations are no longer permissible with respect to a master servicer or a special servicer, as the case may be, under applicable law. In the event that a master servicer or special servicer resigns as a result of the determination that their respective obligations are no longer permissible under applicable law, the trustee will then succeed to all of the responsibilities, duties and liabilities of the defaulting party as master servicer or special servicer, as the case may be, under the PSA and will be entitled to similar compensation arrangements. If the trustee is unwilling or unable to so act, it may appoint, or petition a court of competent jurisdiction to appoint, a mortgage loan servicing institution, subject to the trustee’s receipt of a Rating Agency Confirmation from each of the Rating Agencies and, with respect to a successor special servicer, for so long as no Control Termination Event has occurred and is continuing, which has been approved by the Directing Certificateholder, which approval may not be unreasonably withheld.

No resignation will become effective until the trustee or other successor has assumed the obligations and duties of the resigning master servicer or special servicer, as the case may be, under the PSA. Further, the resigning master servicer or special servicer, as the case may be, must pay all reasonable out-of-pocket costs and expenses associated with the transfer of its duties. Other than as described under “—Termination of a Master Servicer or Special Servicer for Cause—Servicer Termination Events” above, in no event will the applicable master servicer or the applicable special servicer have the right to appoint any successor master servicer or special servicer if such master servicer or special servicer, as applicable, is terminated or removed pursuant to the PSA. In addition, the PSA will prohibit the appointment of the asset representations reviewer, the operating advisor or one of their respective affiliates as successor to a master servicer or special servicer.

Limitation on Liability; Indemnification

The PSA will provide that none of the master servicers (including in any capacity as the paying agent for any Companion Loan), the special servicers, the depositor, the operating advisor, the asset representations reviewer or any partner, shareholder, member, manager, director, officer, employee or agent of any of them will be under any liability to the issuing entity, Certificateholders or holders of the related Companion Loan, as applicable, for any action taken, or not taken, in good faith pursuant to the PSA or for errors in judgment; provided, however, that none of the master servicers (including in any capacity as the paying agent for any Serviced Companion Loan), the special servicers, the depositor, the operating advisor, the asset representations reviewer or similar person will be protected against any breach of a representation or warranty made by such party, as applicable, in the PSA or any liability that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of such party’s obligations or duties under the PSA or by reason of negligent disregard of such obligations and duties. For the purposes of indemnification of any master servicer or any special servicer and limitation of liability, such master servicer or special servicer will be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance of its respective obligations and duties under the PSA or acted in negligent disregard of such obligations and duties if such master servicer or special servicer, as applicable, fails to follow the terms of the Mortgage Loan documents because such master servicer or special servicer, as applicable, in accordance with the Servicing Standard, determines that compliance with any Mortgage

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Loan documents would or potentially would (i) cause any Trust REMIC to fail to qualify as a REMIC, (ii) cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code or (iii) cause a tax to be imposed on the trust or any Trust REMIC under the relevant provisions of the Code (for any such determination in clauses (i), (ii) or (iii), the applicable master servicer and the applicable special servicer will be entitled to rely on advice of counsel, the cost of which will be reimbursed as an additional trust fund expense). The PSA will also provide that the master servicers (including in any capacity as the paying agent for any Serviced Companion Loan), the special servicers, the depositor, the operating advisor, the asset representations reviewer and their respective affiliates and any partner, shareholder, member, manager, director, officer, employee or agent of any of them will be entitled to indemnification by the issuing entity against any claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and other costs, liabilities, fees and expenses incurred in connection with any actual or threatened legal or administrative action or claim that relates to the PSA, the Mortgage Loans, any related Serviced Companion Loan, the issuing entity or the certificates; provided, however, that the indemnification will not extend to any loss, liability or expense specifically required to be borne by such party pursuant to the terms the PSA, incurred in connection with any breach of a representation or warranty made by such party, as applicable, in the PSA or incurred by reason of willful misconduct, bad faith or negligence in the performance of such party’s obligations or duties under the PSA, by reason of negligent disregard of such party’s obligations or duties, or in the case of the depositor and any of its partners, shareholders, directors, officers, members, managers, employees and agents, any violation by any of them of any state or federal securities law. In addition, absent actual fraud (as determined by a final non-appealable court order), neither the trustee nor the certificate administrator (including its capacity as custodian) will be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the trustee or the certificate administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

The PSA will also provide that any related master servicer, depositor, special servicer, operating advisor (or the equivalent), asset representations reviewer, paying agent, certificate administrator or trustee under any Non-Serviced PSA with respect to a Non-Serviced Mortgage Loan and any partner, director, officer, shareholder, member, manager, employee or agent of any of them will be entitled to indemnification by the issuing entity and held harmless against the issuing entity’s pro rata share (subject to the applicable Intercreditor Agreement) of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and administration of such Non-Serviced Mortgage Loan and the related Mortgaged Property (as and to the same extent the securitization trust formed under the related Non-Serviced PSA is required to indemnify such parties in respect of other mortgage loans in the securitization trust formed under the related Non-Serviced PSA pursuant to the terms of such Non-Serviced PSA).

In addition, the PSA will provide that none of the master servicers (including in any capacity as the paying agent for any Companion Loan), the special servicers, the depositor, operating advisor or asset representations reviewer will be under any obligation to appear in, prosecute or defend any legal or administrative action, proceeding, hearing or examination that is not incidental to its respective responsibilities under the PSA or that in its opinion may involve it in any expense or liability not recoverable from the issuing entity. However, each of the master servicers, the special servicers, the depositor, the operating advisor and the asset representations reviewer will be permitted, in the exercise of its discretion, to undertake any action, proceeding, hearing or examination that it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and

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duties of the parties to the PSA and the interests of the Certificateholders (and, in the case of a Serviced Whole Loan, the rights of the Certificateholders and the holders of the related Serviced Pari Passu Companion Loan (as a collective whole), taking into account the pari passu nature of such Serviced Pari Passu Companion Loan) under the PSA; provided, however, that if a Serviced Whole Loan and/or the holder of the related Companion Loan are involved, such expenses, costs and liabilities will be payable out of funds related to such Serviced Whole Loan in accordance with the related Intercreditor Agreement and will also be payable out of the other funds in the applicable Collection Account if amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities relate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will be used to reimburse the issuing entity for any amounts advanced for the payment of such expenses, costs or liabilities. In that event, the legal expenses and costs of the action, proceeding, hearing or examination and any liability resulting therefrom, will be expenses, costs and liabilities of the issuing entity, and the applicable master servicer (including in its capacity as the paying agent for any Companion Loan), the applicable special servicer, the depositor, the asset representations reviewer or the operating advisor, as the case may be, will be entitled to be reimbursed out of the applicable Collection Account for the expenses.

Pursuant to the PSA, each master servicer and each special servicer will each be required to maintain a fidelity bond and errors and omissions policy or their equivalent with a qualified insurer that provides coverage against losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or errors and omissions, subject to certain limitations as to amount of coverage, deductible amounts, conditions, exclusions and exceptions permitted by the PSA. Notwithstanding the foregoing, each master servicer and special servicer will be allowed to self-insure with respect to an errors and omissions policy and a fidelity bond so long as certain conditions set forth in the PSA are met.

Any person into which any master servicer, any special servicer, the depositor, operating advisor, or asset representations reviewer may be merged or consolidated, or any person resulting from any merger or consolidation to which any master servicer, any special servicer, the depositor, operating advisor or asset representations reviewer is a party, or any person succeeding to the business of any master servicer, any special servicer, any depositor, operating advisor or asset representations reviewer, will be the successor of such master servicer, such special servicer, the depositor, operating advisor or asset representations reviewer, as the case may be, under the PSA, subject to certain conditions set forth in the PSA. The master servicers, the special servicers, the operating advisor and the asset representations reviewer may have other normal business relationships with the depositor or the depositor’s affiliates.

The trustee and the certificate administrator make no representations as to the validity or sufficiency of the PSA (other than as to it being a valid obligation of the trustee and the certificate administrator), the certificates, the Mortgage Loans, this prospectus (other than as to the accuracy of the information provided by the trustee and the certificate administrator as set forth above) or any related documents and will not be accountable for the use or application by the depositor of any of the certificates issued to it or of the proceeds of such certificates, or for the use or application of any funds paid to the depositor in respect of the assignment of the Mortgage Loans to the issuing entity, or any funds deposited in or withdrawn from any Collection Account or any other account by or on behalf of the depositor, either master servicer, either special servicer or, in the case of the trustee, the certificate administrator. The PSA provides that no provision of such agreement will be construed to relieve the trustee and the certificate administrator from liability for their own

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negligent action, their own negligent failure to act or their own willful misconduct or bad faith.

The PSA provides that neither the trustee nor the certificate administrator, as applicable, will be liable for an error of judgment made in good faith by a responsible officer of the trustee or the certificate administrator, unless it is proven that the trustee or the certificate administrator, as applicable, was negligent in ascertaining the pertinent facts. In addition, neither the trustee nor the certificate administrator, as applicable, will be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of holders of certificates entitled to greater than 25% of the percentage interest of each affected class, or of the aggregate Voting Rights of the certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the trustee and the certificate administrator, or exercising any trust or power conferred upon the trustee and the certificate administrator, under the PSA (unless a higher percentage of Voting Rights is required for such action).

The trustee and the certificate administrator and any director, officer, employee, representative or agent of the trustee and the certificate administrator, will be entitled to indemnification by the issuing entity, to the extent of amounts held in the Collection Accounts or the Lower-Tier REMIC Distribution Account from time to time, for any loss, liability, damages, claims or unanticipated expenses (including reasonable attorneys’ fees and expenses) arising out of or incurred by the trustee or the certificate administrator in connection with their participation in the transaction and any act or omission of the trustee or the certificate administrator relating to the exercise and performance of any of the powers and duties of the trustee and the certificate administrator (including in any capacities in which they serve, e.g., paying agent, REMIC administrator, authenticating agent, custodian, certificate registrar and 17g-5 Information Provider) under the PSA. However, the indemnification will not extend to any loss, liability or expense that constitutes a specific liability imposed on the trustee or the certificate administrator pursuant to the PSA, or to any loss, liability or expense incurred by reason of willful misconduct, bad faith or negligence on the part of the trustee or the certificate administrator in the performance of their obligations and duties under the PSA, or by reason of their negligent disregard of those obligations or duties, or as may arise from a breach of any representation or warranty of the trustee or the certificate administrator made in the PSA.

The rights and protections afforded to the trustee and the certificate administrator as set forth above and under the PSA will also apply in addition to each other capacity in which it serves under the PSA.

For the avoidance of doubt, with respect to any indemnification provisions in the PSA providing that the issuing entity or a party to the PSA is required to indemnify another party to the PSA for costs, fees and expenses, such costs, fees and expenses are intended to include costs (including, but not limited to, reasonable attorney’s fees and expenses) of the enforcement of such indemnity.

Enforcement of Mortgage Loan Seller’s Obligations Under the MLPA

In the event any party to the PSA receives a request or demand from a Requesting Certificateholder to the effect that a Mortgage Loan should be repurchased or replaced due to a Material Defect, or if such party to the PSA determines that a Mortgage Loan should be repurchased or replaced due to a Material Defect, that party to the PSA will be required to promptly forward such request or demand to the applicable master servicer and special servicer, and such master servicer or special servicer, as applicable, will be required to promptly forward it to the related mortgage loan seller. The Enforcing Servicer will be

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required to enforce the obligations of the mortgage loan sellers under the MLPAs pursuant to the terms of the PSA and the MLPAs. These obligations include obligations resulting from a Material Defect. Subject to the provisions of the applicable MLPA relating to the dispute resolutions as described under “Description of the Mortgage Loan Purchase Agreements—Dispute Resolution Provisions”, such enforcement, including, without limitation, the legal prosecution of claims, if any, will be required to be carried out in accordance with the Servicing Standard.

Within 30 days after receipt of an Asset Review Report with respect to any Mortgage Loan, the applicable special servicer will be required to determine whether at that time, based on the Servicing Standard, there exists a Material Defect with respect to such Mortgage Loan. If the applicable special servicer determines that a Material Defect exists, the special servicer will be required to enforce the obligations of the applicable mortgage loan seller under the MLPA with respect to such Material Defect as discussed in the preceding paragraph. See “—The Asset Representations Reviewer—Asset Review” above.

Any costs incurred by a special servicer with respect to the enforcement of the obligations of a mortgage loan seller under the applicable MLPA will be deemed to be Servicing Advances, to the extent not recovered from the mortgage loan seller or the Requesting Certificateholder. See “Description of the Mortgage Loan Purchase Agreements—Dispute Resolution Provisions”.

Dispute Resolution Provisions

Certificateholder’s Rights When a Repurchase Request Is Initially Delivered by a Certificateholder

In the event an Initial Requesting Certificateholder delivers a written request to a party to the PSA that a Mortgage Loan be repurchased by the applicable mortgage loan seller alleging the existence of a Material Defect with respect to such Mortgage Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), the receiving party will be required to promptly forward that Certificateholder Repurchase Request to the applicable special servicer, and the applicable special servicer will be required to promptly forward it to the applicable mortgage loan seller and each other party to the PSA. An “Initial Requesting Certificateholder” is the first Certificateholder or Certificate Owner (in either case, other than a holder of the RR Interest) to deliver a Certificateholder Repurchase Request as described above with respect to a Mortgage Loan, and there may not be more than one Initial Requesting Certificateholder with respect to any Mortgage Loan. Subject to the provisions described below under this heading “—Dispute Resolution Provisions”, the applicable special servicer (the “Enforcing Servicer”) will be the Enforcing Party with respect to the Certificateholder Repurchase Request.

An “Enforcing Party” is the person obligated to or that elects pursuant to the terms of the PSA to enforce the rights of the issuing entity against the related mortgage loan seller with respect to a Repurchase Request.

Repurchase Request Delivered by a Party to the PSA

In the event that the depositor, any master servicer, any special servicer, the trustee, the certificate administrator, the operating advisor (solely in its capacity as operating advisor) or the Directing Certificateholder identifies a Material Defect with respect to a Mortgage Loan, that party will be required to deliver prompt written notice of such Material Defect to each other party to the PSA and the applicable mortgage loan seller, identifying the applicable Mortgage Loan and setting forth the basis for such allegation (a “PSA Party

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Repurchase Request” and, each of a Certificateholder Repurchase Request or a PSA Party Repurchase Request, a “Repurchase Request”), and the Enforcing Servicer will be required to promptly send the PSA Party Repurchase Request to the related mortgage loan seller. The Enforcing Servicer will be required to act as the Enforcing Party and enforce the rights of the issuing entity against the related mortgage loan seller with respect to the PSA Party Repurchase Request. However, if a Resolution Failure occurs with respect to the PSA Party Repurchase Request, the provisions described below under “—Resolution of a Repurchase Request” will apply.

In the event the Repurchase Request is not Resolved within 180 days after the mortgage loan seller receives the Repurchase Request (a “Resolution Failure”), then the provisions described below under “—Resolution of a Repurchase Request” will apply. Receipt of the Repurchase Request will be deemed to occur 2 business days after the Repurchase Request is sent to the related mortgage loan seller. A Resolved Repurchase Request will not preclude the applicable master servicer (in the case of non-Specially Serviced Loans) or the applicable special servicer (in the case of Specially Serviced Loans) from exercising any of their respective rights related to a Material Defect in the manner and timing otherwise set forth in the PSA, in the related MLPA or as provided by law. “Resolved” means, with respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related Mortgage Loan has been repurchased in accordance with the related MLPA, (iii) a mortgage loan has been substituted for the related Mortgage Loan in accordance with the related MLPA, (iv) the applicable mortgage loan seller makes a Loss of Value Payment, (v) a contractually binding agreement is entered into between the Enforcing Servicer, on behalf of the issuing entity, and the related mortgage loan seller that settles the related mortgage loan seller’s obligations under the related MLPA or (vi) the related Mortgage Loan is no longer property of the issuing entity as a result of a sale or other disposition in accordance with the PSA.

Resolution of a Repurchase Request

After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request was initiated by an Initial Requesting Certificateholder, a party to the PSA or the Directing Certificateholder), the Enforcing Servicer will be required to send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any, to the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the certificate administrator who will make such notice available to all other Certificateholders and Certificate Owners (by posting such notice on the certificate administrator’s website) indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request (a “Proposed Course of Action”). Such notice will be required to include (a) a request to Certificateholders to indicate their agreement with or dissent from such Proposed Course of Action, by clearly marking “agree” or “disagree” to the Proposed Course of Action on such notice within 30 days of the date of such notice and a disclaimer that responses received after such 30-day period will not be taken into consideration, (b) a statement that in the event any Requesting Certificateholder disagrees with the Proposed Course of Action, the Enforcing Servicer (if it is the Enforcing Party) will be compelled to follow the course of action agreed to and/or proposed by the majority of Requesting Certificateholders that involves referring the matter to mediation or arbitration, as the case may be, (c) a statement that the responding Certificateholders will be required to certify their holdings in connection with such response, (d) a statement that only responses clearly marked “agree” or “disagree” with such Proposed Course of Action will be taken into consideration and (e) instructions for the responding Certificateholders to send their responses to the applicable Enforcing Servicer and the certificate administrator. The certificate administrator will, within three (3) business days after the expiration of the

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30-day response period, tabulate the responses received from the Certificateholders and share the results with the Enforcing Servicer. The certificate administrator will only count responses timely received and clearly indicating agreement or dissent with the related Proposed Course of Action and additional verbiage or qualifying language will not be taken into consideration for purposes of determining whether the related Certificateholder agrees or disagrees with the Proposed Course of Action. The certificate administrator will be under no obligation to answer any questions from the Certificateholders regarding such Proposed Course of Action. For the avoidance of doubt, the certificate administrator’s obligations in connection with this heading “—Resolution of a Repurchase Request” will be limited solely to tabulating the Certificateholders’ responses of “agree” or “disagree” to the Proposed Course of Action, and such obligation will not be construed to impose any enforcement obligation on the certificate administrator. The Enforcing Servicer may conclusively rely (without investigation) on the certificate administrator’s tabulation of the responses of the responding Certificateholders. If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against the related mortgage loan seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, as discussed below under “—Mediation and Arbitration Provisions”, or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the related mortgage loan seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”) within 30 days from the date the Proposed Course of Action Notice is posted on the certificate administrator’s website (the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to either mediation or arbitration. In the event any Certificateholder or Certificate Owner delivers a Preliminary Dispute Resolution Election Notice, and the Enforcing Servicer has also received responses from other Certificateholders or Certificate Owners supporting the Enforcing Servicer’s initial Proposed Course of Action, such responses will be considered Preliminary Dispute Resolution Election Notices supporting the Proposed Course of Action for purposes of determining the course of action approved by the majority of responding Certificateholders.

If neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner entitled to do so delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate Owner otherwise entitled to do so will have the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer, as the Enforcing Party, will be the sole party entitled to determine a course of action, including, but not limited to, enforcing the issuing entity’s rights against the related mortgage loan seller, subject to any consent or consultation rights of the Directing Certificateholder.

Promptly and in any event within 10 business days following receipt of a Preliminary Dispute Resolution Election Notice from (i) the Initial Requesting Certificateholder, if any, or (ii) any other Certificateholder or Certificate Owner (in either case, other than of the RR Interest)(each of clauses (i) and (ii), a “Requesting Certificateholder”), the Enforcing Servicer will be required to consult with each Requesting Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation (including nonbinding arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution Consultation”) so that such Requesting Certificateholder

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may consider the views of the Enforcing Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur and be completed no later than 10 business days following the Dispute Resolution Cut-off Date. The Enforcing Servicer will be entitled to establish procedures the Enforcing Servicer deems in good faith to be appropriate relating to the timing and extent of such consultations. No later than 5 business days after completion of the Dispute Resolution Consultation, a Requesting Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision to exercise its right to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).

If, following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and remain obligated under the PSA to determine a course of action, including, but not limited to, enforcing the rights of the issuing entity with respect to the Repurchase Request and no Certificateholder or Certificate Owner will have any further right to elect to refer the matter to mediation or arbitration.

If a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such Requesting Certificateholder will become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding arbitration) or arbitration. If there is more than one Requesting Certificateholder that timely deliver a Final Dispute Resolution Election Notice, then such Requesting Certificateholders will collectively become the Enforcing Party, and the holder or holders of a majority of the Voting Rights among such Requesting Certificateholders will be entitled to make all decisions relating to such mediation or arbitration. If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the terms of the PSA within 30 days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights of a Requesting Certificateholder to act as the Enforcing Party will terminate and no Certificateholder or Certificate Owner will have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed Course of Action Notice indicated that the Enforcing Servicer will take no further action with respect to the Repurchase Request, then the related Material Defect will be deemed waived for all purposes under the PSA and related MLPA; provided, however, that such Material Defect will not be deemed waived with respect to a Requesting Certificateholder, any other Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts and circumstances known to such party at the time when the Proposed Course of Action Notice was posted on the certificate administrator’s website and (iii) if the Proposed Course of Action Notice had indicated a course of action other than the course of action under clause (ii), then the Enforcing Servicer will again become the Enforcing Party and, as such, will be the sole party entitled to enforce the issuing entity’s rights against the related mortgage loan seller.

Notwithstanding the foregoing, the dispute resolution provisions described under this heading “—Resolution of a Repurchase Request” will not apply, and the Enforcing Servicer will remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request, or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence litigation with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.

In the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the issuing entity, will remain a party to any proceedings against the related mortgage loan seller as further described below. For the avoidance of doubt, the

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depositor, the mortgage loan sellers and any of their respective affiliates will not be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder.

Subject to the other provisions of this section, the Requesting Certificateholder is entitled to elect either mediation or arbitration in its sole discretion; however, the Requesting Certificateholder may not elect to then utilize the alternative method in the event that the initial method is unsuccessful.

Mediation and Arbitration Provisions

If the Enforcing Party elects mediation (including nonbinding arbitration) or arbitration, the mediation or arbitration will be administered by a nationally recognized arbitration or mediation organization selected by the related mortgage loan seller. A single mediator or arbitrator will be selected by the mediation or arbitration organization from a list of neutrals maintained by it according to its mediation or arbitration rules then in effect. The mediator or arbitrator must be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial litigation and, if possible, commercial real estate finance or commercial mortgage-backed securitization matters.

The expenses of any mediation will be allocated among the parties to the mediation, including, if applicable, between the Enforcing Party and Enforcing Servicer, as mutually agreed by the parties as part of the mediation.

In any arbitration, the arbitrator will be required to resolve the dispute in accordance with the MLPA and PSA, and may not modify or change those agreements in any way or award remedies not consistent with those agreements. The arbitrator will not have the power to award punitive or consequential damages. In its final determination, the arbitrator will determine and award the costs of the arbitration to the parties to the arbitration in its reasonable discretion. In the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder will be required to pay any expenses allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the mediation proceedings.

The final determination of the arbitrator will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matter. By selecting arbitration, the Enforcing Party would be waiving its right to sue in court, including the right to a trial by jury.

In the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may be, will be required under the PSA to contain an acknowledgment that the issuing entity, or the Enforcing Servicer on its behalf, will be a party to any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding will be determined by such Enforcing Servicer in consultation with the Directing Certificateholder (provided that no Consultation Termination Event has occurred and is continuing and subject to the time periods for such consultation set forth in the PSA), and in accordance with the Servicing Standard. All amounts recovered by the Enforcing Party will be required to be paid to the issuing entity, or the Enforcing Servicer on its behalf, and deposited in the applicable Collection Account. The agreement with the arbitrator or mediator, as the case may be, will provide that in the event a Requesting Certificateholder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement reached in mediation, neither the issuing entity nor the Enforcing

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Servicer acting on its behalf will be responsible for any such costs and expenses allocated to the Requesting Certificateholder.

The issuing entity (or the Enforcing Servicer or the trustee, acting on its behalf), the depositor or any mortgage loan seller will be permitted to redact any personally identifiable customer information included in any information provided for purposes of any mediation or arbitration. Each party to the proceedings will be required to agree to keep confidential the details related to the Repurchase Request and the dispute resolution identified in connection with such proceedings; provided, however, that the Certificateholders will be permitted to communicate prior to the commencement of any such proceedings to the extent described under “Description of the Certificates—Certificateholder Communication”.

For avoidance of doubt, in no event will the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the Enforcing Servicer to perform its obligations with respect to a Mortgage Loan (including without limitation, a liquidation, foreclosure, negotiation of a loan modification or workout, acceptance of a discounted pay off or deed-in-lieu of foreclosure, or bankruptcy or other litigation) or the exercise of any rights of a Directing Certificateholder.

Any out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration or related responsibilities under the PSA will be reimbursable as additional trust fund expenses.

Servicing of the Non-Serviced Mortgage Loans

The master servicers, the special servicers, the certificate administrator and the trustee under the PSA have no obligation or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator or Non-Serviced Trustee or (b) make servicing advances with respect to any Non-Serviced Whole Loan. The obligation of the applicable master servicer to provide information and collections and make P&I Advances to the certificate administrator for the benefit of the Certificateholders with respect to each Non-Serviced Mortgage Loan is dependent on its receipt of the corresponding information and/or collections from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer.

General

Each Non-Serviced Mortgage Loan will be serviced pursuant to the related Non-Serviced PSA and the related Intercreditor Agreement. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans”.

The servicing terms of each such Non-Serviced PSA as it relates to the servicing of the Non-Serviced Pari Passu Whole Loans will be similar in all material respects to the servicing terms of the PSA applicable to the Serviced Mortgage Loans; however, the servicing arrangements under such agreements will differ in certain respects. For example:

● Each Non-Serviced Master Servicer and Non-Serviced Special Servicer will be required to service the related Non-Serviced Mortgage Loan pursuant to a servicing standard set forth in the related Non-Serviced PSA that is substantially similar to, but may not be identical to, the Servicing Standard.

● Any party to the related Non-Serviced PSA that makes a property protection advance with respect to the related Non-Serviced Mortgage Loan will be entitled to reimbursement for that advance, with interest at the prime rate, in a manner

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substantially similar to the reimbursement of Servicing Advances under the PSA. The Trust, as holder of the related Non-Serviced Mortgage Loan, will be responsible for its pro rata share of any such advance reimbursement amounts (including out of general collections on the BANK 2017-BNK7 mortgage pool, if necessary).

● Pursuant to the related Non-Serviced PSA, the liquidation fee, the special servicing fee and the workout fee with respect to the related Non-Serviced Mortgage Loan are calculated in a manner similar to the corresponding fees payable under the PSA, but may accrue at different rates, as described below.

● The extent to which modification fees or other fee items with respect to the related Whole Loan may be applied to offset interest on advances, servicer expenses and servicing compensation will, in certain circumstances, be less than is the case under the PSA.

● Items with respect to the related Non-Serviced Whole Loan that are the equivalent of assumption application fees, defeasance fees, assumption, waiver, consent and earnout fees, late payment charges, default interest and/or modification fees and that constitute additional servicing compensation under the related Non-Serviced PSA will not be payable to master servicers or special servicers under the PSA and one or more of such items will be allocated between the related Non-Serviced Master Servicer and the related Non-Serviced Special Servicer under the related Non-Serviced PSA in proportions that may be different than the allocation of similar fees under the PSA between the master servicers and special servicers for this transaction.

● The Non-Serviced Directing Certificateholder under the related Non-Serviced PSA will have rights substantially similar to the Directing Certificateholder under the PSA with respect to the servicing and administration of the related Non-Serviced Whole Loan, including consenting to the substantial equivalent of Major Decisions under such Non-Serviced PSA proposed by the related Non-Serviced Special Servicer and reviewing and consenting to asset status reports prepared by such Non-Serviced Special Servicer in respect of the related Non-Serviced Whole Loan. “Major Decisions” under the related Non-Serviced PSA will differ in certain respects from those actions that constitute Major Decisions under the PSA, and therefore the specific types of servicer actions with respect to which the applicable Non-Serviced Directing Certificateholder will be permitted to consent will correspondingly differ. The related Non-Serviced PSA also provides for the removal of the applicable special servicer by the related Non-Serviced Directing Certificateholder under such Non-Serviced PSA under certain conditions that are similar to the conditions under which the Directing Certificateholder is permitted to replace the special servicers under the PSA.

● The termination events that will result in the termination of the related Non-Serviced Master Servicer or Non-Serviced Special Servicer are substantially similar to, but not identical to, the Servicer Termination Events under the PSA applicable to the master servicers and special servicers, as applicable.

● Servicing transfer events under the related Non-Serviced PSA that would cause the related Non-Serviced Whole Loan to become specially serviced will be substantially similar to, but not identical to, the corresponding provisions under the PSA.

● The servicing decisions which the related Non-Serviced Master Servicer will perform, and in certain cases for which the related Non-Serviced Master Servicer must obtain the related Non-Serviced Directing Certificateholder’s or Non-Serviced

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Special Servicer’s consent, differ in certain respects from those decisions that constitute Master Servicer Decisions under the PSA.

● The related Non-Serviced Special Servicer is required to take actions with respect to the related Non-Serviced Whole Loan if it becomes the equivalent of a defaulted mortgage loan, which actions are substantially similar, but not necessarily identical, to the actions described under “—Sale of Defaulted Loans and REO Properties”.

● Appraisal reduction amounts in respect of the related Non-Serviced Mortgage Loan will be calculated by the related Non-Serviced Special Servicer under the related Non-Serviced PSA in a manner substantially similar to, but not necessarily identical to, calculations of such amounts by the applicable special servicer under the PSA in respect of Serviced Mortgage Loans.

● Other than with respect to the General Motors Building Mortgage Loan, the requirement of the related Non-Serviced Master Servicer to make compensating interest payments in respect of prepayment interest shortfalls related to the related Non-Serviced Mortgage Loan is similar, but not necessarily identical, to the requirement of the applicable master servicer to make Compensating Interest Payments in respect of the Serviced Mortgage Loans under the PSA.

● The servicing provisions under the related Non-Serviced PSA relating to performing inspections and collecting operating information are substantially similar but not necessarily identical to those of the PSA.

● While the special servicers under the PSA and the Non-Serviced Special Servicer under the related Non-Serviced PSA must each resign as special servicer with respect to a mortgage loan if it becomes affiliated with the related borrower under such mortgage loan, the particular types of affiliations that trigger such resignation obligation, as well as the parties that are entitled to appoint a successor special servicer, may differ as between the PSA and the related Non-Serviced PSA.

● The parties to the related Non-Serviced PSA (and their related directors, officers and other agents) will be entitled to reimbursement and/or indemnification for losses, liabilities, costs and expenses associated with the servicing of the related Non-Serviced Whole Loan under such Non-Serviced PSA to the same extent that parties to the PSA performing similar functions (and their related directors, officers and other agents) are entitled to reimbursement and/or indemnification for losses, liabilities, costs and expenses associated with their obligations under the PSA. The Trust, as holder of the related Non-Serviced Mortgage Loan, will be responsible for its pro rata share of any such indemnification amounts (including out of general collections on the BANK 2017-BNK7 mortgage pool, if necessary).

● The matters as to which notice or rating agency confirmation with respect to the rating agencies under the related Non-Serviced PSA are required are similar, but not identical to, similar matters with respect to the Rating Agencies under the PSA (and such agreements differ as to whether it is notice or rating agency confirmation that is required).

● With respect to non-specially serviced mortgage loans, the related Non-Serviced PSA may differ with respect to whether the related Non-Serviced Master Servicer or related Non-Serviced Special Servicer will be responsible for conducting or managing certain litigation related to such mortgage loans.

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● Each of the related Non-Serviced Master Servicer and related Non-Serviced Special Servicer will be liable in accordance with the related Non-Serviced PSA only to the extent of its obligations specifically imposed by that agreement. Accordingly, in general, each of the related Non-Serviced Master Servicer and related Non-Serviced Special Servicer will not be liable for any action taken, or for refraining from the taking of any action, in good faith pursuant to the related Non-Serviced PSA or for errors in judgment; provided that neither such party will be protected against any breach of representations or warranties made by it in the related Non-Serviced PSA or against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and duties under the related Non-Serviced PSA.

● The provisions of the related Non-Serviced PSA will also vary from the PSA with respect to one or more of the following: timing, control or consultation triggers or thresholds, terminology, allocation of ministerial duties between multiple servicers or other service providers or certificateholder or investor voting or consent thresholds, master servicer and special servicer termination events, rating requirements for accounts and permitted investments, eligibility requirements applicable to servicers and other service providers, and the circumstances under which approvals, consents, consultation, notices or rating agency confirmations may be required.

Prospective investors are encouraged to review the full provisions of each of the Non-Serviced PSAs, which are available online at www.sec.gov or by requesting copies from the underwriters.

Servicing of the General Motors Building Mortgage Loan

The General Motors Building Mortgage Loan will be serviced pursuant to the BXP Trust 2017-GM TSA. The servicing terms of the BXP Trust 2017-GM TSA will be similar in all material respects to the servicing terms of the PSA applicable to the Serviced Mortgage Loans; however, the servicing arrangements under such agreements will differ in certain respects, including the items set forth above under “—General” and the following:

● The General Motors Building Servicer earns a servicing fee with respect to the General Motors Building Mortgage Loan that is to be calculated at 0.00125% per annum.

● Upon the General Motors Building Whole Loan becoming a specially serviced loan under the BXP Trust 2017-GM TSA, the General Motors Building Special Servicer will earn a special servicing fee payable monthly with respect to the General Motors Building Mortgage Loan accruing at a rate equal to 0.05% per annum, until such time as the General Motors Building Whole Loan is no longer specially serviced. The special servicing fee is not subject to any cap or minimum fee.

● The General Motors Building Special Servicer will be entitled to a workout fee equal to 0.15% of each payment of principal and interest (other than default interest) made by the related borrower after any workout of the General Motors Building Whole Loan. The workout fee is not subject to any cap or minimum fee.

● The General Motors Building Special Servicer will be entitled to a liquidation fee equal to 0.15% of net liquidation proceeds received in connection with the liquidation of

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the General Motors Building Whole Loan or the related Mortgaged Property. The liquidation fee is not subject to any cap or minimum fee.

● The BXP Trust 2017-GM TSA does not provide for any asset representations review procedures or for any dispute resolution procedures similar to those described under “—Dispute Resolution Provisions”. There is no asset representations reviewer (or equivalent party) with respect to the securitization trust created pursuant to BXP Trust 2017-GM TSA.

● The BXP Trust 2017-GM TSA does not provide for an operating advisor (or equivalent party) with respect to the General Motors Building Whole Loan.

● The BXP Trust 2017-GM TSA does not require the General Motors Building Servicer to make the equivalent of compensating interest payments in respect of the General Motors Building Whole Loan.

Prospective investors are encouraged to review the full provisions of the BXP Trust 2017-GM TSA, which is available by requesting a copy from the underwriters.

See also “Description of the Mortgage Pool—The Non-Serviced AB Whole Loan—General Motors Building Whole Loan” in this prospectus.

Servicing of the 411 East Wisconsin Mortgage Loan

The 411 East Wisconsin Mortgage Loan will be serviced pursuant to the CGCMT 2017-B1 PSA. The servicing terms of the CGCMT 2017-B1 PSA are substantially similar to the servicing terms of the PSA applicable to the Serviced Mortgage Loans; however, the servicing arrangements under such agreements differ in certain respects, including the items set forth above under “—General” and the following:

● The master servicer under the CGCMT 2017-B1 PSA earns a servicing fee with respect to the 411 East Wisconsin Mortgage Loan that is to be calculated at 0.00250% per annum.

● Upon the 411 East Wisconsin Whole Loan becoming a specially serviced loan under the CGCMT 2017-B1 PSA, the special servicer thereunder will earn a special servicing fee payable monthly with respect to the 411 East Wisconsin Mortgage Loan accruing at a rate equal to (a) 0.25% per annum or (b) if the rate in clause (a) would result in a special servicing fee that would be less than $3,500 (or $5,000 if the CGCMT 2017-B1 risk retention consultation party has consulted the special servicer with respect to such mortgage loan) in any given month, such higher per annum rate as would result in a special servicing fee equal to $3,500 (or $5,000, if applicable) for such month. Such fee will be payable until such time as the 411 East Wisconsin Whole Loan is no longer specially serviced.

● The special servicer under the CGCMT 2017-B1 PSA will be entitled to a workout fee equal to 1.0% of each payment of principal and interest (other than default interest) made by the related borrower after any workout of the 411 East Wisconsin Whole Loan. The workout fee is subject to a cap of $1,000,000 and a minimum fee of $25,000.

● The special servicer under the CGCMT 2017-B1 PSA will be entitled to a liquidation fee equal to 1.0% of net liquidation proceeds received in connection with the liquidation of the 411 East Wisconsin Whole Loan or the related Mortgaged Property. The liquidation fee is subject to a cap of $1,000,000 and a minimum fee of $25,000.

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Prospective investors are encouraged to review the full provisions of the CGCMT 2017-B1 PSA, which is available by requesting a copy from the underwriters.

See also “Description of the Mortgage Pool—The Non-Serviced Whole Loans” in this prospectus.

Servicing of the First Stamford Place Mortgage Loan

The First Stamford Place Mortgage Loan will be serviced pursuant to the JPMCC 2017-JP7 PSA. The servicing terms of the JPMCC 2017-JP7 PSA will be substantially similar to the servicing terms of the PSA applicable to the Serviced Mortgage Loans; however, the servicing arrangements under such agreements will differ in certain respects, including the items set forth above under “—General” (unless otherwise addressed below) and the following:

● The master servicer under the JPMCC 2017-JP7 PSA earns a servicing fee with respect to the First Stamford Place Mortgage Loan that is to be calculated at 0.00250% per annum.

● Upon the First Stamford Place Whole Loan becoming a specially serviced loan under the JPMCC 2017-JP7, the special servicer under the JPMCC 2017-JP7 PSA will earn a special servicing fee payable monthly with respect to the First Stamford Place Mortgage Loan accruing at a rate equal to 0.25% per annum, until such time as the First Stamford Place Whole Loan is no longer specially serviced. The special servicing fee is not subject to any cap or minimum fee.

● The special servicer under the JPMCC 2017-JP7 PSA will be entitled to a workout fee equal to 1.00% of each payment of principal and interest (other than default interest) made by the related borrower after any workout of the First Stamford Place Whole Loan. The workout fee is subject to a cap of $1,000,000 and a minimum fee of $25,000.

● The special servicer under the JPMCC 2017-JP7 PSA will be entitled to a liquidation fee equal to 1.00% of net liquidation proceeds received in connection with the liquidation of the First Stamford Place Whole Loan or the related Mortgaged Property. The liquidation fee is subject to a cap of $1,000,000 and a minimum fee of $25,000.

Prospective investors are encouraged to review the full provisions of the JPMCC 2017-JP7 PSA, which is available by requesting a copy from the underwriters.

See also “Description of the Mortgage Pool—The Non-Serviced Pari Passu Whole Loans” in this prospectus.

Servicing of the Servicing Shift Mortgage Loans

Each Servicing Shift Mortgage Loan will be serviced pursuant to the PSA until the related Servicing Shift Securitization Date, from and after which such Servicing Shift Mortgage Loan and any related REO Property will be serviced under the pooling and servicing agreement entered into in connection with the securitization of the related Controlling Companion Loan. In particular, with respect to each Servicing Shift Mortgage Loan:

● Following the related Servicing Shift Securitization Date, the Non-Serviced Master Servicer under the related Non-Serviced PSA will be required to remit collections on such Servicing Shift Mortgage Loan to or on behalf of the Trust.

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● Following the related Servicing Shift Securitization Date, the applicable master servicer, the applicable special servicer and the trustee under the PSA will have no obligation or authority to make servicing advances with respect to such Servicing Shift Whole Loan.

● Until the related Servicing Shift Securitization Date, the applicable master servicer’s compensation in respect of such Servicing Shift Mortgage Loan will include the related master servicing fee and primary servicing fee accrued and payable with respect to such Servicing Shift Mortgage Loan. From and after the related Servicing Shift Securitization Date, the primary servicing fee on such Servicing Shift Mortgage Loan will accrue and be payable to the master servicer under the related Non-Serviced PSA instead.

● Following the related Servicing Shift Securitization Date, the master servicer and/or trustee under the related Non-Serviced PSA will be obligated to make servicing advances with respect to the related Servicing Shift Whole Loan. If such master servicer or the trustee, as applicable, under the such Non-Serviced PSA, determines that a servicing advance it made with respect to such Servicing Shift Whole Loan or the related Mortgaged Property is nonrecoverable, it will be entitled to be reimbursed with interest first from collections on, and proceeds of, the promissory notes comprising the related Servicing Shift Whole Loan, on a pro rata basis (based on each such promissory note’s outstanding principal balance), and then from general collections on all the Mortgage Loans included in the Trust and from general collections of the trust established under the related Non-Serviced PSA and any other securitization trust that includes a related Companion Loan on a pro rata basis (based on the outstanding principal balance of each promissory note representing such Servicing Shift Whole Loan).

● The master servicer and special servicer under the related Non-Serviced PSA must satisfy customary servicer rating criteria and must be subject to servicer termination events, in each case that are materially similar in all material respects to or materially consistent with those in the PSA.

● The related Non-Serviced PSA will provide for a primary servicing fee, liquidation fee, special servicing fee and workout fee with respect to the related Servicing Shift Mortgage Loan that are calculated in a manner similar in all material respects to or materially consistent with the corresponding fees payable under the PSA, except that rates at which the primary servicing fee, special servicing fee, liquidation fee and workout fee accrue or are determined may not be more than 0.0025% per annum, 0.25% per annum, 1.00% and 1.00%, respectively (subject to any customary market minimum amounts and fee offsets).

● Absent the existence of a control termination event or equivalent event under the related Non-Serviced PSA, it is expected that the directing certificateholder or equivalent party under such agreement will have the right to terminate the related special servicer thereunder, with or without cause, and appoint the successor special servicer.

Rating Agency Confirmations

The PSA will provide that, notwithstanding the terms of the related Mortgage Loan documents or other provisions of the PSA, if any action under such Mortgage Loan documents or the PSA requires a Rating Agency Confirmation from each of the Rating Agencies as a condition precedent to such action, if the party (the “Requesting Party”)

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attempting and/or required to obtain such Rating Agency Confirmations has made a request to any Rating Agency for such Rating Agency Confirmation and, within 10 business days of such request being posted to the 17g-5 Information Provider’s website, such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such Requesting Party will be required to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s website) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again (which may be through direct communication). The circumstances described in the preceding sentence are referred to in this prospectus as a “RAC No-Response Scenario”.

If there is no response to either such Rating Agency Confirmation request within 5 business days of such second request in a RAC No-Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring such Rating Agency Confirmation, or with respect to any other matter under the PSA relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation will be deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency, and the applicable master servicer or the applicable special servicer, as the case may be, may then take such action if such master servicer or such special servicer, as applicable, confirms its original determination (made prior to making such request) that taking the action with respect to which it requested the Rating Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect to a replacement of either master servicer or either special servicer, such condition will be deemed not to apply (as if such requirement did not exist) if (i) the applicable replacement master servicer or special servicer has been appointed and currently serves as a master servicer or special servicer, as applicable, on a transaction-level basis on a transaction currently rated by Moody’s that currently has securities outstanding and for which Moody’s has not cited servicing concerns with respect to such replacement master servicer or special servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced by such replacement master servicer or special servicer prior to the time of determination, if Moody’s is the non-responding Rating Agency, (ii) the applicable replacement master servicer or special servicer is rated at least “CMS3” (in the case of the replacement master servicer) or “CSS3” (in the case of the replacement special servicer), if Fitch is the non-responding Rating Agency or (iii) DBRS has not publicly cited servicing concerns with respect to the applicable replacement master servicer or special servicer as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced by such replacement master servicer or special servicer prior to the time of determination, if DBRS is the non-responding Rating Agency. Promptly following the applicable master servicer’s or special servicer’s determination to take any action discussed above following any requirement to obtain Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist) as described in clause (x) above, such master servicer or special servicer will be required to provide electronic written notice to the 17g-5 Information Provider, who will promptly post such notice to the 17g-5 Information Provider’s website pursuant to the PSA, of the action taken.

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For all other matters or actions not specifically discussed above as to which a Rating Agency Confirmation is required, the applicable Requesting Party will be required to obtain a Rating Agency Confirmation from each of the Rating Agencies. In the event an action otherwise requires a Rating Agency Confirmation from each of the Rating Agencies, in absence of such Rating Agency Confirmation, we cannot assure you that any Rating Agency will not downgrade, qualify or withdraw its ratings as a result of any such action taken by the applicable master servicer or the applicable special servicer in accordance with the procedures discussed above.

As used above, “Rating Agency Confirmation” means, with respect to any matter, confirmation in writing (which may be in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event specified in this prospectus will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class of certificates (if then rated by the Rating Agency); provided that a written waiver or acknowledgment from the Rating Agency indicating its decision not to review the matter for which the Rating Agency Confirmation is sought will be deemed to satisfy the requirement for the Rating Agency Confirmation from the Rating Agency with respect to such matter. The “Rating Agencies” mean DBRS, Inc. (“DBRS”), Fitch Ratings, Inc. (“Fitch”) and Moody’s Investors Service, Inc. (“Moody’s”).

Any Rating Agency Confirmation requests made by any master servicer, any special servicer, the certificate administrator, or the trustee, as applicable, pursuant to the PSA, will be required to be made in writing, which writing must contain a cover page indicating the nature of the Rating Agency Confirmation request, and must contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation requests must be provided in electronic format to the 17g-5 Information Provider (who will be required to post such request on the 17g-5 Information Provider’s website in accordance with the PSA).

The applicable master servicer, the applicable special servicer, the certificate administrator and the trustee will be permitted (but not obligated) to orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents or any matter related to the Mortgage Loans, the related Mortgaged Properties, the related borrowers or any other matters relating to the PSA or any related Intercreditor Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in writing and provides the 17g-5 Information Provider with such written summary the same day such communication takes place; provided, further, that the summary of such oral communications will not identify with which Rating Agency the communication was. The 17g-5 Information Provider will be required to post such written summary on the 17g-5 Information Provider’s website in accordance with the provisions of the PSA. All other information required to be delivered to the Rating Agencies pursuant to the PSA or requested by the Rating Agencies, will first be provided in electronic format to the 17g-5 Information Provider, who will be required to post such information to the 17g-5 Information Provider’s website in accordance with the PSA. The operating advisor will have no obligation or authority to communicate directly with the Rating Agencies, but may deliver required information to the Rating Agencies to the extent set forth in this prospectus.

The PSA will provide that the PSA may be amended to change the procedures regarding compliance with Rule 17g-5 without any Certificateholder consent; provided that notice of any such amendment must be provided to the 17g-5 Information Provider (who will post such notice to the 17g-5 Information Provider’s website) and to the certificate administrator (which will post such report to the certificate administrator’s website).

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To the extent required under the PSA, in the event a rating agency confirmation is required by the applicable rating agencies that any action under any Mortgage Loan documents or the PSA will not result in the downgrade, withdrawal or qualification of any such rating agency’s then-current ratings of any Serviced Pari Passu Companion Loan Securities, then such rating agency confirmation may be considered satisfied in the same manner as described above with respect to any Rating Agency Confirmation from a Rating Agency.

Evidence as to Compliance

Each master servicer, each special servicer (regardless of whether such special servicer has commenced special servicing of a Mortgage Loan), the custodian, the trustee (provided, however, that the trustee will not be required to deliver an assessment of compliance with respect to any period during which there was no relevant servicing criteria applicable to it) and the certificate administrator will be required to furnish (and each such party will be required, with respect to each servicing function participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, to cause (or, in the case of a sub-servicer that is also a servicing function participant that a mortgage loan seller requires a master servicer to retain, to use commercially reasonable efforts to cause) such servicing function participant to furnish), to the depositor, the certificate administrator, the trustee and the 17g-5 Information Provider, an officer’s certificate of the officer responsible for the servicing activities of such party stating, among other things, that (i) a review of that party’s activities during the preceding calendar year or portion of that year and of performance under the PSA or any sub-servicing agreement in the case of an additional master servicer or special servicer, as applicable, has been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based on the review, such party has fulfilled all of its obligations under the PSA or the sub-servicing agreement in the case of an additional master servicer or special servicer, as applicable, in all material respects throughout the preceding calendar year or portion of such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of the failure.

In addition, each master servicer, each special servicer (regardless of whether such special servicer has commenced special servicing of any Mortgage Loan), the trustee (but only if an advance was made by the trustee in the calendar year), the custodian, the certificate administrator and the operating advisor, each at its own expense, will be required to furnish (and each such party will be required, with respect to each servicing function participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, to cause (or, in the case of a sub-servicer that is also a servicing function participant that a mortgage loan seller requires a master servicer to retain, to use commercially reasonable efforts to cause) such servicing function participant to furnish) to the trustee, the certificate administrator, the 17g-5 Information Provider and the depositor (and, with respect to either special servicer, also to the operating advisor) a report (an “Assessment of Compliance”) assessing compliance by that party with the servicing criteria set forth in Item 1122(d) of Regulation AB (as described below) under the Securities Act of 1933, as amended (the “Securities Act”) that contains the following:

● a statement of the party’s responsibility for assessing compliance with the servicing criteria set forth in Item 1122 of Regulation AB applicable to it;

● a statement that the party used the criteria in Item 1122(d) of Regulation AB to assess compliance with the applicable servicing criteria;

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● the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the fiscal year, covered by the Form 10-K required to be filed pursuant to the PSA setting forth any material instance of noncompliance identified by the party, a discussion of each such failure and the nature and status of such failure; and

● a statement that a registered public accounting firm has issued an attestation report (an “Attestation Report”) on the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the prior fiscal year.

Each party that is required to deliver an Assessment of Compliance will also be required to simultaneously deliver an Attestation Report of a registered public accounting firm, prepared in accordance with the standards for attestation engagements issued or adopted by the public company accounting oversight board, that expresses an opinion, or states that an opinion cannot be expressed (and the reasons for this), concerning the party’s assessment of compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB.

With respect to each Non-Serviced Whole Loan, each of the Non-Serviced Master Servicer, the Non-Serviced Special Servicer, the Non-Serviced Trustee and the Non-Serviced Certificate Administrator will have obligations under the related Non-Serviced PSA similar to those described above.

“Regulation AB” means subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100–229.1125, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the SEC or by the staff of the SEC, or as may be provided by the SEC or its staff from time to time.

Limitation on Rights of Certificateholders to Institute a Proceeding

Other than with respect to any rights to deliver a Certificateholder Repurchase Request and exercise the rights described under “—Dispute Resolution Provisions”, no Certificateholder will have any right under the PSA to institute any proceeding with respect to the PSA or with respect to the certificates, unless the holder previously has given to the trustee and the certificate administrator written notice of default and the continuance of the default and unless (except in the case of a default by the trustee) the holders of certificates of any class evidencing not less than 25% of the aggregate Percentage Interests constituting the class have made written request upon the trustee to institute a proceeding in its own name (as trustee) and have offered to the trustee reasonable indemnity satisfactory to it, and the trustee for 60 days after receipt of the request and indemnity has neglected or refused to institute the proceeding. However, the trustee will be under no obligation to exercise any of the trusts or powers vested in it by the PSA or the certificates or to institute, conduct or defend any related litigation at the request, order or direction of any of the Certificateholders, unless the Certificateholders have offered to the trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred as a result.

Each Certificateholder will be deemed under the PSA to have expressly covenanted with every other Certificateholder and the trustee, that no one or more Certificateholders will have any right in any manner whatsoever by virtue of any provision of the PSA or the certificates to affect, disturb or prejudice the rights of the holders of any other certificates, or to obtain or seek to obtain priority over or preference to any other Certificateholder, or to enforce any right under the PSA or the certificates, except in the manner provided in the

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PSA or the certificates and for the equal, ratable and common benefit of all Certificateholders.

Termination; Retirement of Certificates

The obligations created by the PSA will terminate upon payment (or provision for payment) to all Certificateholders of all amounts held by the certificate administrator on behalf of the trustee and required to be paid on the Distribution Date following the earlier of (1) the final payment (or related Advance) or other liquidation of the last Mortgage Loan and REO Property (as applicable) subject to the PSA, (2) the voluntary exchange of all the then-outstanding Non-Retained Certificates (other than the Class V and Class R certificates) and the payment or deemed payment by such exchanging party of the Termination Purchase Amount for the Mortgage Loans and REO Properties remaining in the issuing entity, of which (a) an amount equal to the product of (i) the Required Credit Risk Retention Percentage and (ii) the Termination Purchase Amount will be paid to the holders of the RR Interest in exchange for the surrender of the RR Interest, and (b) an amount equal to the product of (i) the Non-Retained Percentage and (ii) the Termination Purchase Amount will be deemed paid to the issuing entity and deemed distributed to the holder or holders described in clause (b) below in exchange for then-outstanding Non-Retained Certificates (provided, however, that (a) the aggregate certificate balance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D certificates is reduced to zero, (b) there is only one holder (or multiple holders acting unanimously) of then-outstanding Non-Retained Certificates (other than the Class V and Class R certificates) and (c) the master servicers consent to the exchange) or (3) the purchase or other liquidation of all of the assets of the issuing entity as described below by the holders of the Controlling Class, either special servicer, either master servicer or the holders of the Class R certificates, in that order of priority. Written notice of termination of the PSA will be given by the certificate administrator to each Certificateholder, each holder of a Serviced Companion Loan and the 17g-5 Information Provider (who will promptly post such notice to the 17g-5 Information Provider’s website). The final distribution will be made only upon surrender and cancellation of the certificates at the office of the certificate registrar or other location specified in the notice of termination.

The “Termination Purchase Amount” will equal the sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans) then included in the issuing entity, (2) the appraised value of the issuing entity’s portion of all REO Properties then included in the issuing entity (which fair market value for any REO Property may be less than the Purchase Price for the corresponding REO Loan), as determined by an appraiser selected by the applicable special servicer and approved by the applicable master servicer and the Controlling Class and (3) if the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under the terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related property, as determined by the related Non-Serviced Master Servicer in accordance with clause (2) above.

The holders of the Controlling Class, the special servicer servicing the greater principal balance of the Mortgage Loans as of that time, the other special servicer, the master servicer servicing the greater principal balance of the Mortgage Loans as of that time, the other master servicer and the holders of the Class R certificates (in that order) will have the right to purchase all of the assets of the issuing entity. This purchase of all the Mortgage Loans and other assets in the issuing entity is required to be made at a price equal to (a) the Termination Purchase Amount, plus (b) the reasonable out-of-pocket expenses of the applicable master servicer and the applicable special servicer related to such purchase, unless such master servicer or such special servicer, as applicable, is the purchaser and less (c) solely in the case where the applicable master servicer is exercising such purchase right,

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the aggregate amount of unreimbursed Advances and unpaid Servicing Fees remaining outstanding and payable solely to such master servicer (which items will be deemed to have been paid or reimbursed to such master servicer in connection with such purchase). This purchase will effect early retirement of the then-outstanding certificates, but the rights of the holders of the Controlling Class, either special servicer, either master servicer or the holders of the Class R certificates to effect the termination is subject to the requirements that the then aggregate Stated Principal Balance of the pool of Mortgage Loans be less than 1.0% of the Initial Pool Balance. The voluntary exchange of certificates (other than the Class V and Class R certificates and RR Interest), for the remaining Mortgage Loans is not subject to the above described percentage limits but is limited to each such class of outstanding certificates being held by one Certificateholder (or group of Certificateholders acting unanimously) who must voluntarily participate.

If any party above, other than National Cooperative Bank, N.A. as the master servicer of the National Cooperative Bank, N.A. Mortgage Loans, exercises such purchase option, National Cooperative Bank, N.A., so long as National Cooperative Bank, N.A. is a master servicer or a special servicer under the PSA, will be entitled to purchase the remaining National Cooperative Bank, N.A. Mortgage Loans and any related REO Property, and if National Cooperative Bank, N.A. elects to purchase such Mortgage Loans and REO Properties that other party will then purchase only the remaining Mortgage Loans and REO Property that are not being purchased by National Cooperative Bank, N.A.

With respect to the foregoing options to purchase the Mortgage Loans and REO Properties, if both of the special servicers or, if neither special servicer exercises its option, both of the master servicers wish to elect to exercise such rights, then the special servicer or master servicer, as applicable, servicing the greater principal balance of Mortgage Loans will be entitled to exercise such a right, subject to National Cooperative Bank, N.A.’s prior right to acquire the National Cooperative Bank, N.A. Mortgage Loans.

On the applicable Distribution Date, the aggregate amount paid by the holders of the Controlling Class, either special servicer, either master servicer or the holders of the Class R certificates, as the case may be, for the Mortgage Loans and other applicable assets in the issuing entity, together with all other amounts on deposit in the Collection Accounts and not otherwise payable to a person other than the Certificateholders, will be applied generally as described above under “Description of the Certificates—Available Funds—Priority of Distributions”.

Amendment

The PSA may be amended by the parties to the PSA, without the consent of any of the holders of certificates or holders of any Companion Loan:

(a)       to correct any defect or ambiguity in the PSA;

(b)       to cause the provisions in the PSA to conform or be consistent with or in furtherance of the statements made in the prospectus (or in an offering document for any related non-offered certificates) with respect to the certificates, the issuing entity or the PSA or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions in the PSA or to correct any error;

(c)       to change the timing and/or nature of deposits in the Collection Accounts, the Distribution Accounts or any REO Account, provided that (A) the P&I Advance Date will in no event be later than the business day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any

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Certificateholder, as evidenced in writing by an opinion of counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment;

(d)       to modify, eliminate or add to any of its provisions to the extent as will be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the issuing entity, any Trust REMIC or the Grantor Trust; provided that the trustee and the certificate administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of imposition of any such tax and (2) the action will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the RR Interest) or holder of a Companion Loan;

(e)       to modify, eliminate or add to any of its provisions to restrict (or to remove any existing restrictions with respect to) the transfer of the Residual Certificates; provided that the depositor has determined that the amendment will not, as evidenced by an opinion of counsel, give rise to any tax with respect to the transfer of the Residual Certificates to a non-permitted transferee;

(f)        to revise or add any other provisions with respect to matters or questions arising under the PSA or any other change, provided that the required action will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the RR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an opinion of counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the certificates as described in this prospectus);

(g)       to amend or supplement any provision of the PSA to the extent necessary to maintain the then-current ratings assigned to each class of Offered Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the certificates as described in this prospectus); provided that such amendment or supplement would not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the RR Interest) not consenting to such amendment or supplement, as evidenced by an opinion of counsel;

(h)       to modify the provisions of the PSA with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts if (a) the depositor, the master servicers, the trustee and (with respect to any Mortgage Loan other than an Excluded Loan as to the Directing Certificateholder and for so long as no Control Termination Event has occurred and is continuing), the Directing Certificateholder,

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determine that the commercial mortgage-backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code, as evidenced by an opinion of counsel and (c) a Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any related Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the certificates as described in this prospectus) has been received;

(i)        to modify the procedures set forth in the PSA relating to compliance with Rule 17g-5, provided that the change would not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the RR Interest), as evidenced by (A) an opinion of counsel or (B) if any certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such certificates; and provided, further, that the certificate administrator must give notice of any such amendment to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s website and the certificate administration must post such notice to its website;

(j)        to modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or (iv); or

(k)       to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal.

The PSA may also be amended by the parties to the PSA with the consent of the holders of certificates of each class affected by such amendment evidencing, in each case, a majority of the aggregate Percentage Interests constituting the class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the PSA or of modifying in any manner the rights of the holders of the certificates, except that the amendment may not directly (1) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed on a certificate of any class without the consent of the holder of such certificate or which are required to be distributed to a holder of a Companion Loan without the consent of such holder, (2) reduce the aforesaid percentage of certificates of any class the holders of which are required to consent to the amendment or remove the requirement to obtain consent of any holder of a Companion Loan, without the consent of the holders of all certificates of that class then-outstanding or such holder of the related Companion Loan, (3) adversely affect the Voting Rights of any class of certificates, without the consent of the holders of all certificates of that class then-outstanding, (4) change in any manner any defined term used in any MLPA or the obligations or rights of any mortgage loan seller under any MLPA or change any rights of any mortgage loan seller as third party beneficiary under the PSA without the consent of the related mortgage loan seller, or (5) amend the Servicing Standard without the consent of 100% of the holders of certificates or a Rating Agency Confirmation by each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency

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Confirmation may be considered satisfied with respect to the certificates as described in this prospectus).

Notwithstanding the foregoing, no amendment to the PSA may be made that changes in any manner the obligations or rights of any mortgage loan seller under any MLPA or the rights of any mortgage loan seller, including as a third party beneficiary, under the PSA, without the consent of such mortgage loan seller. In addition, no amendment to the PSA may be made that changes any provisions specifically required to be included in the PSA by the related Intercreditor Agreement or that otherwise materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion Loan.

Also, notwithstanding the foregoing, no party will be required to consent to any amendment to the PSA without the trustee, the certificate administrator, the master servicers, the special servicers, the asset representations reviewer and the operating advisor having first received an opinion of counsel (at the issuing entity’s expense) to the effect that the amendment does not conflict with the terms of the PSA, and that the amendment or the exercise of any power granted to the master servicers, the special servicers, the depositor, the certificate administrator, the trustee, the operating advisor, the asset representations reviewer or any other specified person in accordance with the amendment will not result in the imposition of a tax on any portion of the issuing entity or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.

Resignation and Removal of the Trustee and the Certificate Administrator

Each of the trustee and the certificate administrator will at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under the PSA, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and, in the case of the trustee, will not be an affiliate of either master servicer or either special servicer (except during any period when the trustee is acting as, or has become successor to, either master servicer or either special servicer, as the case may be), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior unsecured debt is rated at least “A2” by Moody’s, “A-” by Fitch and, if rated by DBRS, “A” by DBRS; provided that the trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it maintains a long-term unsecured debt rating of no less than “Baa2” by Moody’s, “A-” by Fitch and “A(low)” by DBRS, (b) its short-term debt obligations have a short-term rating of not less than “P-2” from Moody’s, “F1” by Fitch and “R-1(low)” by DBRS and (c) each master servicer maintains a rating of at least “A2” by Moody’s, “A+” by Fitch and “A” by DBRS (provided that nothing in this proviso will impose on either master servicer any obligation to maintain such rating or any other rating); provided, further, that if any such institution is not rated by DBRS, it maintains an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s and/or Fitch), or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation.

The trustee and the certificate administrator will be also permitted at any time to resign from their obligations and duties under the PSA by giving written notice (which notice will be posted to the certificate administrator’s website pursuant to the PSA) to the depositor, the master servicers, the special servicers, the trustee or the certificate administrator, as applicable, all Certificateholders, the operating advisor, the asset representations reviewer

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and the 17g-5 Information Provider (who will promptly post such notice to the 17g-5 Information Provider’s website). Upon receiving this notice of resignation, the depositor will be required to use its reasonable best efforts to promptly appoint a successor trustee or certificate administrator acceptable to the master servicers and, prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder. If no successor trustee or certificate administrator has accepted an appointment within 90 days after the giving of notice of resignation, the resigning trustee or certificate administrator, as applicable, may petition any court of competent jurisdiction to appoint a successor trustee or certificate administrator, as applicable, and such petition will be an expense of the issuing entity.

If at any time the trustee or certificate administrator ceases to be eligible to continue as trustee or certificate administrator, as applicable, under the PSA, and fails to resign after written request therefor by the depositor or either master servicer, or if at any time the trustee or certificate administrator becomes incapable of acting, or if certain events of, or proceedings in respect of, bankruptcy or insolvency occur with respect to the trustee or certificate administrator, or if the trustee or certificate administrator fails to timely publish any report to be delivered, published, or otherwise made available by the certificate administrator pursuant to the PSA, and such failure continues unremedied for a period of 5 days, or if the certificate administrator fails to make distributions required pursuant to the PSA, the depositor will be authorized to remove the trustee or certificate administrator, as applicable, and appoint a successor trustee or certificate administrator acceptable to the master servicers. If no successor trustee or certificate administrator has accepted an appointment within 90 days after the giving of notice of removal, the removed trustee or certificate administrator, as applicable, may petition any court of competent jurisdiction to appoint a successor trustee or certificate administrator, as applicable, and such petition will be an expense of the issuing entity.

In addition, holders of the certificates entitled to at least 75% of the Voting Rights may upon 30 days prior written notice, with or without cause, remove the trustee or certificate administrator under the PSA and appoint a successor trustee or certificate administrator. In the event that holders of the certificates entitled to at least 75% of the Voting Rights elect to remove the trustee or certificate administrator without cause and appoint a successor, the successor trustee or certificate administrator, as applicable, will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.

Any resignation or removal of the trustee or certificate administrator and appointment of a successor trustee or certificate administrator will not become effective until (i) acceptance of appointment by the successor trustee or certificate administrator, as applicable, and (ii) the certificate administrator files any required Form 8-K. Further, the resigning trustee or certificate administrator, as the case may be, must pay all costs and expenses associated with the transfer of its duties.

The PSA will prohibit the appointment of the asset representations reviewer or one of its affiliates as successor to the trustee or certificate administrator.

Governing Law; Waiver of Jury Trial; and Consent to Jurisdiction

The PSA will be governed by the laws of the State of New York. Each party to the PSA will waive its respective right to a jury trial for any claim or cause of action based upon or arising out of or related to the PSA or certificates. Additionally, each party to the PSA will consent to the jurisdiction of any New York State and Federal courts sitting in New York City with respect to matters arising out of or related to the PSA.

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Certain Legal Aspects of Mortgage Loans

The following discussion contains general summaries of certain legal aspects of mortgage loans secured by commercial and multifamily residential properties. Because such legal aspects are governed by applicable local law (which laws may differ substantially), the summaries do not purport to be complete, to reflect the laws of any particular jurisdiction, or to encompass the laws of all jurisdictions in which the security for the mortgage loans is situated.

California. Mortgage loans in California are generally secured by deeds of trust on the related real estate. Foreclosure of a deed of trust in California may be accomplished by a non-judicial trustee’s sale (so long as it is permitted under a specific provision in the deed of trust) or by judicial foreclosure, in each case subject to and accordance with the applicable procedures and requirements of California law. Public notice of either the trustee’s sale or the judgment of foreclosure is given for a statutory period of time after which the mortgaged real estate may be sold by the trustee, if foreclosed pursuant to the trustee’s power of sale, or by court appointed sheriff under a judicial foreclosure. Following a judicial foreclosure sale, the borrower or its successor-in-interest may, for a period of up to one year, redeem the property; however, there is no redemption following a trustee’s power of sale. California’s “security first” and “one action” rules require the lender to complete foreclosure of all real estate provided as security under the deed of trust in a single action in an attempt to satisfy the full debt before bringing a personal action (if otherwise permitted) against the borrower for recovery of the debt, except in certain cases involving environmentally impaired real property where foreclosure of the real property is not required before making a claim under the indemnity. This restriction may apply to property which is not located in California if a single promissory note is secured by property located in California and other jurisdictions. California case law has held that acts such as (but not limited to) an offset of an unpledged account constitute violations of such statutes. Violations of such statutes may result in the loss of some or all of the security under the mortgage loan and a loss of the ability to sue for the debt. A sale by the trustee under the deed of trust does not constitute an “action” for purposes of the “one action rule”. Other statutory provisions in California limit any deficiency judgment (if otherwise permitted) against the borrower following a judicial foreclosure to the amount by which the indebtedness exceeds the fair value at the time of the public sale and in no event greater than the difference between the foreclosure sale price and the amount of the indebtedness. Further, under California law, once a property has been sold pursuant to a power of sale clause contained in a deed of trust (and in the case of certain types of purchase money acquisition financings, under all circumstances), the lender is precluded from seeking a deficiency judgment from the borrower or, under certain circumstances, guarantors.

On the other hand, under certain circumstances, California law permits separate and even contemporaneous actions against both the borrower (as to the enforcement of the interests in the collateral securing the loan) and any guarantors. California statutory provisions regarding assignments of rents and leases require that a lender whose loan is secured by such an assignment must exercise a remedy with respect to rents as authorized by statute in order to establish its right to receive the rents after an event of default. Among the remedies authorized by statute is the lender’s right to have a receiver appointed under certain circumstances.

New York. Mortgage loans in New York are generally secured by mortgages on the related real estate. Foreclosure of a mortgage is usually accomplished in judicial proceedings. After an action for foreclosure is commenced, and if the lender secures a ruling that is entitled to foreclosure ordinarily by motion for summary judgment, the court then appoints a referee to compute the amount owed together with certain costs, expenses

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and legal fees of the action. The lender then moves to confirm the referee’s report and enter a final judgment of foreclosure and sale. Public notice of the foreclosure sale, including the amount of the judgment, is given for a statutory period of time, after which the mortgaged real estate is sold by a referee at public auction. There is no right of redemption after the foreclosure of sale. In certain circumstances, deficiency judgments may be obtained. Under mortgages containing a statutorily sanctioned covenant, the lender has a right to have a receiver appointed without notice and without regard to the adequacy of the mortgaged real estate as security for the amount owed.

General

Each mortgage loan will be evidenced by a promissory note and secured by an instrument granting a security interest in real property, which may be a mortgage, deed of trust or a deed to secure debt, depending upon the prevailing practice and law in the state in which the related mortgaged property is located. Mortgages, deeds of trust and deeds to secure debt are in this prospectus collectively referred to as “mortgages”. A mortgage creates a lien upon, or grants a title interest in, the real property covered thereby, and represents the security for the repayment of the indebtedness customarily evidenced by a promissory note. The priority of the lien created or interest granted will depend on the terms of the mortgage and, in some cases, on the terms of separate subordination agreements or intercreditor agreements with others that hold interests in the real property, the knowledge of the parties to the mortgage and, generally, the order of recordation of the mortgage in the appropriate public recording office. However, the lien of a recorded mortgage will generally be subordinate to later-arising liens for real estate taxes and assessments and other charges imposed under governmental police powers.

Types of Mortgage Instruments

There are two parties to a mortgage: a mortgagor (the borrower and usually the owner of the applicable property) and a mortgagee (the lender). In contrast, a deed of trust is a three-party instrument, among a trustor (the equivalent of a borrower), a trustee to whom the real property is conveyed, and a beneficiary (the lender) for whose benefit the conveyance is made. Under a deed of trust, the trustor grants the property, irrevocably until the debt is paid, in trust and generally with a power of sale, to the trustee to secure repayment of the indebtedness evidenced by the related note. A deed to secure debt typically has two parties, pursuant to which the borrower, or grantor, conveys title to the real property to the grantee, or lender generally with a power of sale, until such time as the debt is repaid. In a case where the borrower is a land trust, there would be an additional party because legal title to the property is held by a land trustee under a land trust agreement for the benefit of the borrower. At origination of a mortgage loan involving a land trust, the borrower may execute a separate undertaking to make payments on the promissory note. The land trustee would not be personally liable for the promissory note obligation. The mortgagee’s authority under a mortgage, the trustee’s authority under a deed of trust and the grantee’s authority under a deed to secure debt are governed by the express provisions of the related instrument, the law of the state in which the real property is located, certain federal laws and, in some deed of trust transactions, the directions of the beneficiary.

Leases and Rents

Mortgages that encumber income-producing property often contain an assignment of rents and leases, and/or may be accompanied by a separate assignment of rents and leases, pursuant to which the borrower assigns to the lender the borrower’s right, title and interest as landlord under each lease and the income derived from the lease, while (unless

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rents are to be paid directly to the lender) retaining a revocable license to collect the rents for so long as there is no default. If the borrower defaults, the license terminates and the lender is entitled to collect the rents. Local law may require that the lender take possession of the property and/or obtain a court-appointed receiver before becoming entitled to collect the rents.

In most states, hotel property and motel room rates are considered accounts receivable under the Uniform Commercial Code (“UCC”). In cases where hotel properties or motels constitute loan security, the revenues are generally pledged by the borrower as additional security for the loan. In general, the lender must file financing statements in order to perfect its security interest in the room revenues and must file continuation statements, generally every 5 years, to maintain perfection of such security interest. In certain cases, mortgage loans secured by hotel properties or motels may be included in the issuing entity even if the security interest in the room revenues was not perfected. Even if the lender’s security interest in room revenues is perfected under applicable non-bankruptcy law, it will generally be required to commence a foreclosure action or otherwise take possession of the property in order to enforce its rights to collect the room revenues following a default. In the bankruptcy setting, however, the lender will be stayed from enforcing its rights to collect room revenues, but those room revenues constitute “cash collateral” and therefore generally cannot be used by the bankruptcy debtor without a hearing or lender’s consent or unless the lender’s interest in the room revenues is given adequate protection (e.g., cash payment for otherwise encumbered funds or a replacement lien on unencumbered property, in either case in value equivalent to the amount of room revenues that the debtor proposes to use, or other similar relief). See “—Foreclosure—Bankruptcy Laws” below.

Personalty

In the case of certain types of mortgaged properties, such as hotel properties, motels, nursing homes and manufactured housing, personal property (to the extent owned by the borrower and not previously pledged) may constitute a significant portion of the property’s value as security. The creation and enforcement of liens on personal property are governed by the UCC. Accordingly, if a borrower pledges personal property as security for a mortgage loan, the lender generally must file UCC financing statements in order to perfect its security interest in that personal property, and must file continuation statements, generally every five years, to maintain that perfection. Certain mortgage loans secured in part by personal property may be included in the issuing entity even if the security interest in such personal property was not perfected.

Foreclosure

General

Foreclosure is a legal procedure that allows the lender to recover its mortgage debt by enforcing its rights and available legal remedies under the mortgage. If the borrower defaults in payment or performance of its obligations under the promissory note or mortgage, the lender has the right to institute foreclosure proceedings to sell the real property at public auction to satisfy the indebtedness.

Foreclosure Procedures Vary from State to State

Two primary methods of foreclosing a mortgage are judicial foreclosure, involving court proceedings, and nonjudicial foreclosure pursuant to a power of sale granted in the mortgage instrument. Other foreclosure procedures are available in some states, but they are either infrequently used or available only in limited circumstances.

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A foreclosure action is subject to most of the delays and expenses of other lawsuits if defenses are raised or counterclaims are interposed, and sometimes requires several years to complete.

See also “Risk Factors—Risks Relating to the Mortgage Loans—Risks Associated with One Action Rules”.

Judicial Foreclosure

A judicial foreclosure proceeding is conducted in a court having jurisdiction over the mortgaged property. Generally, the action is initiated by the service of legal pleadings upon all parties having a subordinate interest of record in the real property and all parties in possession of the property, under leases or otherwise, whose interests are subordinate to the mortgage. Delays in completion of the foreclosure may occasionally result from difficulties in locating defendants. When the lender’s right to foreclose is contested, the legal proceedings can be time-consuming. Upon successful completion of a judicial foreclosure proceeding, the court generally issues a judgment of foreclosure and appoints a referee or other officer to conduct a public sale of the mortgaged property, the proceeds of which are used to satisfy the judgment. Such sales are made in accordance with procedures that vary from state to state.

Equitable and Other Limitations on Enforceability of Certain Provisions

United States courts have traditionally imposed general equitable principles to limit the remedies available to lenders in foreclosure actions. These principles are generally designed to relieve borrowers from the effects of mortgage defaults perceived as harsh or unfair. Relying on such principles, a court may alter the specific terms of a loan to the extent it considers necessary to prevent or remedy an injustice, undue oppression or overreaching, or may require the lender to undertake affirmative actions to determine the cause of the borrower’s default and the likelihood that the borrower will be able to reinstate the loan. In some cases, courts have substituted their judgment for the lender’s and have required that lenders reinstate loans or recast payment schedules in order to accommodate borrowers who are suffering from a temporary financial disability. In other cases, courts have limited the right of the lender to foreclose in the case of a nonmonetary default, such as a failure to adequately maintain the mortgaged property or an impermissible further encumbrance of the mortgaged property. Finally, some courts have addressed the issue of whether federal or state constitutional provisions reflecting due process concerns for adequate notice require that a borrower receive notice in addition to statutorily-prescribed minimum notice. For the most part, these cases have upheld the reasonableness of the notice provisions or have found that a public sale under a mortgage providing for a power of sale does not involve sufficient state action to trigger constitutional protections.

In addition, some states may have statutory protection such as the right of the borrower to reinstate a mortgage loan after commencement of foreclosure proceedings but prior to a foreclosure sale.

Nonjudicial Foreclosure/Power of Sale

In states permitting nonjudicial foreclosure proceedings, foreclosure of a deed of trust is generally accomplished by a nonjudicial trustee’s sale pursuant to a power of sale typically granted in the deed of trust. A power of sale may also be contained in any other type of mortgage instrument if applicable law so permits. A power of sale under a deed of trust allows a nonjudicial public sale to be conducted generally following a request from the beneficiary/lender to the trustee to sell the property upon default by the borrower and after

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notice of sale is given in accordance with the terms of the deed of trust and applicable state law. In some states, prior to such sale, the trustee under the deed of trust must record a notice of default and notice of sale and send a copy to the borrower and to any other party who has recorded a request for a copy of a notice of default and notice of sale. In addition, in some states the trustee must provide notice to any other party having an interest of record in the real property, including junior lienholders. A notice of sale must be posted in a public place and, in most states, published for a specified period of time in one or more newspapers. The borrower or junior lienholder may then have the right, during a reinstatement period required in some states, to cure the default by paying the entire actual amount in arrears (without regard to the acceleration of the indebtedness), plus the lender’s expenses incurred in enforcing the obligation. In other states, the borrower or the junior lienholder is not provided a period to reinstate the loan, but has only the right to pay off the entire debt to prevent the foreclosure sale. Generally, state law governs the procedure for public sale, the parties entitled to notice, the method of giving notice and the applicable time periods.

Public Sale

A third party may be unwilling to purchase a mortgaged property at a public sale because of the difficulty in determining the exact status of title to the property (due to, among other things, redemption rights that may exist) and because of the possibility that physical deterioration of the mortgaged property may have occurred during the foreclosure proceedings. Potential buyers may also be reluctant to purchase mortgaged property at a foreclosure sale as a result of the 1980 decision of the United States Court of Appeals for the Fifth Circuit in Durrett v. Washington National Insurance Co., 621 F.2d 2001 (5th Cir. 1980) and other decisions that have followed its reasoning. The court in Durrett held that even a non-collusive, regularly conducted foreclosure sale was a fraudulent transfer under the Bankruptcy Code and, thus, could be rescinded in favor of the bankrupt’s estate, if (1) the foreclosure sale was held while the debtor was insolvent and not more than one year prior to the filing of the bankruptcy petition and (2) the price paid for the foreclosed property did not represent “fair consideration”, which is “reasonably equivalent value” under the Bankruptcy Code. Although the reasoning and result of Durrett in respect of the Bankruptcy Code was rejected by the United States Supreme Court in BFP v. Resolution Trust Corp., 511 U.S. 531 (1994), the case could nonetheless be persuasive to a court applying a state fraudulent conveyance law which has provisions similar to those construed in Durrett. Therefore, it is common for the lender to purchase the mortgaged property for an amount equal to the secured indebtedness and accrued and unpaid interest plus the expenses of foreclosure, in which event the borrower’s debt will be extinguished, or for a lesser amount in order to preserve its right to seek a deficiency judgment if such is available under state law and under the terms of the mortgage loan documents. Thereafter, subject to the borrower’s right in some states to remain in possession during a redemption period, the lender will become the owner of the property and have both the benefits and burdens of ownership, including the obligation to pay debt service on any senior mortgages, to pay taxes, to obtain casualty insurance and to make such repairs as are necessary to render the property suitable for sale. Frequently, the lender employs a third-party management company to manage and operate the property. The costs of operating and maintaining a property may be significant and may be greater than the income derived from that property. The costs of management and operation of those mortgaged properties which are hotels, motels, restaurants, nursing or convalescent homes, hospitals or casinos may be particularly significant because of the expertise, knowledge and, with respect to certain property types, regulatory compliance, required to run those operations and the effect which foreclosure and a change in ownership may have on the public’s and the industry’s, including franchisors’, perception of the quality of those operations. The lender also will

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commonly obtain the services of a real estate broker and pay the broker’s commission in connection with the sale or lease of the property. Depending upon market conditions, the ultimate proceeds of the sale of a property may not equal the lender’s investment in the property. Moreover, a lender commonly incurs substantial legal fees and court costs in acquiring a mortgaged property through contested foreclosure and/or bankruptcy proceedings. Because of the expenses associated with acquiring, owning and selling a mortgaged property, a lender could realize an overall loss on a mortgage loan even if the mortgaged property is sold at foreclosure, or resold after it is acquired through foreclosure, for an amount equal to the full outstanding principal amount of the loan plus accrued interest.

Furthermore, an increasing number of states require that any environmental contamination at certain types of properties be cleaned up before a property may be resold. In addition, a lender may be responsible under federal or state law for the cost of cleaning up a mortgaged property that is environmentally contaminated. See “—Environmental Considerations” below.

The holder of a junior mortgage that forecloses on a mortgaged property does so subject to senior mortgages and any other prior liens, and may be obliged to keep senior mortgage loans current in order to avoid foreclosure of its interest in the property. In addition, if the foreclosure of a junior mortgage triggers the enforcement of a “due-on-sale” clause contained in a senior mortgage, the junior mortgagee could be required to pay the full amount of the senior mortgage indebtedness or face foreclosure.

Rights of Redemption

The purposes of a foreclosure action are to enable the lender to realize upon its security and to bar the borrower, and all persons who have interests in the property that are subordinate to that of the foreclosing lender, from exercise of their “equity of redemption”. The doctrine of equity of redemption provides that, until the property encumbered by a mortgage has been sold in accordance with a properly conducted foreclosure and foreclosure sale, those having interests that are subordinate to that of the foreclosing lender have an equity of redemption and may redeem the property by paying the entire debt with interest. Those having an equity of redemption must generally be made parties and joined in the foreclosure proceeding in order for their equity of redemption to be terminated.

The equity of redemption is a common-law (nonstatutory) right which should be distinguished from post-sale statutory rights of redemption. In some states, after sale pursuant to a deed of trust or foreclosure of a mortgage, the borrower and foreclosed junior lienors are given a statutory period in which to redeem the property. In some states, statutory redemption may occur only upon payment of the foreclosure sale price. In other states, redemption may be permitted if the former borrower pays only a portion of the sums due. The effect of a statutory right of redemption is to diminish the ability of the lender to sell the foreclosed property because the exercise of a right of redemption would defeat the title of any purchaser through a foreclosure. Consequently, the practical effect of the redemption right is to force the lender to maintain the property and pay the expenses of ownership until the redemption period has expired. In some states, a post-sale statutory right of redemption may exist following a judicial foreclosure, but not following a trustee’s sale under a deed of trust.

Anti-Deficiency Legislation

Some or all of the mortgage loans are nonrecourse loans, as to which recourse in the case of default will be limited to the mortgaged property and such other assets, if any, that

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were pledged to secure the mortgage loan. However, even if a mortgage loan by its terms provides for recourse to the borrower’s other assets, a lender’s ability to realize upon those assets may be limited by state law. For example, in some states a lender cannot obtain a deficiency judgment against the borrower following foreclosure or sale under a deed of trust.

A deficiency judgment is a personal judgment against the former borrower equal to the difference between the net amount realized upon the public sale of the real property and the amount due to the lender. Other statutes may require the lender to exhaust the security afforded under a mortgage before bringing a personal action against the borrower. In certain other states, the lender has the option of bringing a personal action against the borrower on the debt without first exhausting that security; however, in some of those states, the lender, following judgment on that personal action, may be deemed to have elected a remedy and thus may be precluded from foreclosing upon the security. Consequently, lenders in those states where such an election of remedy provision exists will usually proceed first against the security. Finally, other statutory provisions, designed to protect borrowers from exposure to large deficiency judgments that might result from bidding at below-market values at the foreclosure sale, limit any deficiency judgment to the excess of the outstanding debt over the fair market value of the property at the time of the sale.

Leasehold Considerations

Mortgage loans may be secured by a mortgage on the borrower’s leasehold interest in a ground lease. Leasehold mortgage loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of the borrower. The most significant of these risks is that if the borrower’s leasehold were to be terminated upon a lease default, the leasehold mortgagee would lose its security. This risk may be lessened if the ground lease requires the lessor to give the leasehold mortgagee notices of lessee defaults and an opportunity to cure them, permits the leasehold estate to be assigned to and by the leasehold mortgagee or the purchaser at a foreclosure sale, and contains certain other protective provisions typically included in a “mortgageable” ground lease. Certain mortgage loans, however, may be secured by ground leases which do not contain these provisions.

In addition, where a lender has as its security both the fee and leasehold interest in the same property, the grant of a mortgage lien on its fee interest by the land owner/ground lessor to secure the debt of a borrower/ground lessee may be subject to challenge as a fraudulent conveyance. Among other things, a legal challenge to the granting of the liens may focus on the benefits realized by the land owner/ground lessor from the loan. If a court concluded that the granting of the mortgage lien was an avoidable fraudulent conveyance, it might take actions detrimental to the holders of the offered certificates, including, under certain circumstances, invalidating the mortgage lien on the fee interest of the land owner/ground lessor.

Cooperative Shares

Mortgage loans may be secured by a security interest on the borrower’s ownership interest in shares, and the related proprietary leases, allocable to cooperative dwelling units that may be vacant or occupied by non-owner tenants. Such loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of a borrower in real property. Such a loan typically is subordinate to the mortgage, if any, on the cooperative’s building which, if foreclosed, could extinguish the equity in the building and the proprietary leases of the dwelling units derived from ownership of the shares of the cooperative. Further, transfer of shares in a cooperative are subject to various regulations

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as well as to restrictions under the governing documents of the cooperative, and the shares may be cancelled in the event that associated maintenance charges due under the related proprietary leases are not paid. Typically, a recognition agreement between the lender and the cooperative provides, among other things, the lender with an opportunity to cure a default under a proprietary lease.

Under the laws applicable in many states, “foreclosure” on cooperative shares is accomplished by a sale in accordance with the provisions of Article 9 of the UCC and the security agreement relating to the shares. Article 9 of the UCC requires that a sale be conducted in a “commercially reasonable” manner, which may be dependent upon, among other things, the notice given the debtor and the method, manner, time, place and terms of the sale. Article 9 of the UCC provides that the proceeds of the sale will be applied first to pay the costs and expenses of the sale and then to satisfy the indebtedness secured by the lender’s security interest. A recognition agreement, however, generally provides that the lender’s right to reimbursement is subject to the right of the cooperative to receive sums due under the proprietary leases.

Bankruptcy Laws

Operation of the federal Bankruptcy Code in Title 11 of the United States Code, as amended from time to time (“Bankruptcy Code”) and related state laws may interfere with or affect the ability of a lender to obtain payment of a loan, realize upon collateral and/or to enforce a deficiency judgment. For example, under the Bankruptcy Code, virtually all actions (including foreclosure actions and deficiency judgment proceedings) are automatically stayed upon the filing of the bankruptcy petition, and, usually, no interest or principal payments are made during the course of the bankruptcy case. The delay and the consequences of a delay caused by an automatic stay can be significant. For example, the filing of a petition in bankruptcy by or on behalf of a junior mortgage lien holder may stay the senior lender from taking action to foreclose out such junior lien. At a minimum, the senior lender would suffer delay due to its need to seek bankruptcy court approval before taking any foreclosure or other action that could be deemed in violation of the automatic stay under the Bankruptcy Code.

Under the Bankruptcy Code, a bankruptcy trustee, or a borrower as debtor-in-possession, may under certain circumstances sell the related mortgaged property or other collateral free and clear of all liens, claims, encumbrances and interests, which liens would then attach to the proceeds of such sale, despite the provisions of the related mortgage or other security agreement to the contrary. Such a sale may be approved by a bankruptcy court even if the proceeds are insufficient to pay the secured debt in full.

Under the Bankruptcy Code, provided certain substantive and procedural safeguards for a lender are met, the amount and terms of a mortgage or other security agreement secured by property of a debtor may be modified under certain circumstances. Pursuant to a confirmed plan of reorganization, lien avoidance or claim objection proceeding, the secured claim arising from a loan secured by real property or other collateral may be reduced to the then-current value of the property (with a corresponding partial reduction of the amount of lender’s security interest), thus leaving the lender a secured creditor to the extent of the then-current value of the property and a general unsecured creditor for the difference between such value and the outstanding balance of the loan. Such general unsecured claims may be paid less than 100% of the amount of the debt or not at all, depending upon the circumstances. Other modifications may include the reduction in the amount of each scheduled payment, which reduction may result from a reduction in the rate of interest and/or the alteration of the repayment schedule (with or without affecting the unpaid principal balance of the loan), and/or an extension (or reduction) of the final maturity date.

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Some courts have approved bankruptcy plans, based on the particular facts of the reorganization case, that effected the curing of a mortgage loan default by paying arrearages over a number of years. Also, under the Bankruptcy Code, a bankruptcy court may permit a debtor through its plan of reorganization to reinstate the loan even though the lender accelerated the mortgage loan and final judgment of foreclosure had been entered in state court (provided that no sale of the property had yet occurred) prior to the filing of the debtor’s petition. This may be done even if the plan of reorganization does not provide for payment of the full amount due under the original loan. Thus, the full amount due under the original loan may never be repaid. Other types of significant modifications to the terms of mortgage loan may be acceptable to the bankruptcy court, such as making distributions to the mortgage holder of property other than cash, or the substitution of collateral which is the “indubitable equivalent” of the real property subject to the mortgage, or the subordination of the mortgage to liens securing new debt (provided that the lender’s secured claim is “adequately protected” as such term is defined and interpreted under the Bankruptcy Code), often depending on the particular facts and circumstances of the specific case.

Federal bankruptcy law may also interfere with or otherwise adversely affect the ability of a secured mortgage lender to enforce an assignment by a borrower of rents and leases (which “rents” may include revenues from hotels and other lodging facilities specified in the Bankruptcy Code) related to a mortgaged property if the related borrower is in a bankruptcy proceeding. Under the Bankruptcy Code, a lender may be stayed from enforcing the assignment, and the legal proceedings necessary to resolve the issue can be time consuming and may result in significant delays in the receipt of the rents. Rents (including applicable hotel and other lodging revenues) and leases may also escape such an assignment, among other things, (i) if the assignment is not fully perfected under state law prior to commencement of the bankruptcy proceeding, (ii) to the extent such rents and leases are used by the borrower to maintain the mortgaged property, or for other court authorized expenses, (iii) to the extent other collateral may be substituted for the rents and leases, (iv) to the extent the bankruptcy court determines that the lender is adequately protected, or (v) to the extent the court determines based on the equities of the case that the post-petition rents are not subject to the lender’s pre-petition security interest.

Under the Bankruptcy Code, a security interest in real property acquired before the commencement of the bankruptcy case does not extend to income received after the commencement of the bankruptcy case unless such income is a proceed, product or rent of such property. Therefore, to the extent a business conducted on the mortgaged property creates accounts receivable rather than rents or results from payments under a license rather than payments under a lease, a valid and perfected pre-bankruptcy lien on such accounts receivable or license income generally would not continue as to post-bankruptcy accounts receivable or license income.

The Bankruptcy Code provides that a lender’s perfected pre-petition security interest in leases, rents and hotel revenues continues in the post-petition leases, rents and hotel revenues, unless a bankruptcy court orders to the contrary “based on the equities of the case”. The equities of a particular case may permit the discontinuance of security interests in pre-petition leases and rents. Thus, unless a court orders otherwise, revenues from a mortgaged property generated after the date the bankruptcy petition is filed will constitute “cash collateral” under the Bankruptcy Code. Debtors may only use cash collateral upon obtaining the lender’s consent or a prior court order finding that the lender’s interest in the mortgaged hotel, motel or other lodging property and the cash collateral is “adequately protected” as the term is defined and interpreted under the Bankruptcy Code. In addition to post-petition rents, any cash held by a lender in a lockbox or reserve account generally

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would also constitute “cash collateral” under the Bankruptcy Code. So long as the lender is adequately protected, a debtor’s use of cash collateral may be for its own benefit or for the benefit of any affiliated entity group that is also subject to bankruptcy proceedings, including use as collateral for new debt. It should be noted, however, that the court may find that the lender has no security interest in either pre-petition or post-petition revenues if the court finds that the loan documents do not contain language covering accounts, room rents, or other forms of personalty necessary for a security interest to attach to such revenues.

The Bankruptcy Code provides generally that rights and obligations under an unexpired lease of the debtor/lessee may not be terminated or modified at any time after the commencement of a case under the Bankruptcy Code solely because of a provision in the lease to that effect or because of certain other similar events. This prohibition on so-called “ipso facto” clauses could limit the ability of a lender to exercise certain contractual remedies with respect to the leases on any mortgaged property. In addition, section 362 of the Bankruptcy Code operates as an automatic stay of, among other things, any act to obtain possession of property from a debtor’s estate, which may delay a lender’s exercise of those remedies, including foreclosure, in the event that a lessee becomes the subject of a proceeding under the Bankruptcy Code. Thus, the filing of a petition in bankruptcy by or on behalf of a lessee of a mortgaged property would result in a stay against the commencement or continuation of any state court proceeding for past due rent, for accelerated rent, for damages or for a summary eviction order with respect to a default under the related lease that occurred prior to the filing of the lessee’s petition. While relief from the automatic stay to enforce remedies may be requested, it can be denied for a number of reasons, including where the collateral is “necessary to an effective reorganization” for the debtor, and if a debtor’s case has been administratively consolidated with those of its affiliates, the court may also consider whether the property is “necessary to an effective reorganization” of the debtor and its affiliates, taken as a whole.

The Bankruptcy Code generally provides that a trustee in bankruptcy or debtor-in-possession may, with respect to an unexpired lease of non-residential real property, before the earlier of (i) 120 days after the filing of a bankruptcy case or (ii) the entry of an order confirming a plan, subject to approval of the court, (a) assume the lease and retain it or assign it to a third party or (b) reject the lease. If the trustee or debtor-in-possession fails to assume or reject the lease within the time specified in the preceding sentence, subject to any extensions by the bankruptcy court, the lease will be deemed rejected and the property will be surrendered to the lessor. The bankruptcy court may for cause shown extend the 120-day period up to 90 days for a total of 210 days. If the lease is assumed, the trustee in bankruptcy on behalf of the lessee, or the lessee as debtor-in-possession, or the assignee, if applicable, must cure any defaults under the lease, compensate the lessor for its losses and provide the lessor with “adequate assurance” of future performance. These remedies may be insufficient, however, as the lessor may be forced to continue under the lease with a lessee that is a poor credit risk or an unfamiliar tenant (if the lease was assigned), and any assurances provided to the lessor may, in fact, be inadequate. If the lease is rejected, the rejection generally constitutes a breach of the executory contract or unexpired lease as of the date immediately preceding the filing date of the bankruptcy petition. As a consequence, the other party or parties to the lease, such as the borrower, as lessor under a lease, generally would have only an unsecured claim against the debtor, as lessee, for damages resulting from the breach, which could adversely affect the security for the related mortgage loan. In addition, under the Bankruptcy Code, a lease rejection damages claim is limited to the “(a) rent reserved by the lease, without acceleration, for the greater of one year, or 15 percent, not to exceed 3 years, of the remaining term of such lease, following the earlier of the date of the bankruptcy petition

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and the date on which the lessor regained possession of the real property, (b) plus any unpaid rent due under such lease, without acceleration, on the earlier of such dates”.

If a trustee in bankruptcy on behalf of a lessor, or a lessor as debtor-in-possession, rejects an unexpired lease of real property, the lessee may treat the lease as terminated by the rejection or, in the alternative, the lessee may remain in possession of the leasehold for the balance of the term and for any renewal or extension of the term that is enforceable by the lessee under applicable non-bankruptcy law. The Bankruptcy Code provides that if a lessee elects to remain in possession after a rejection of a lease, the lessee may offset against rents reserved under the lease for the balance of the term after the date of rejection of the lease, and the related renewal or extension of the lease, any damages occurring after that date caused by the nonperformance of any obligation of the lessor under the lease after that date.

Similarly, bankruptcy risk is associated with an insolvency proceeding under the Bankruptcy Code of either a borrower ground lessee or a ground lessor. In general, upon the bankruptcy of a lessor or a lessee under a lease of nonresidential real property, including a ground lease, that has not been terminated prior to the bankruptcy filing date, the debtor entity has the statutory right to assume or reject the lease. Given that the Bankruptcy Code generally invalidates clauses that terminate contracts automatically upon the filing by one of the parties of a bankruptcy petition or that are conditioned on a party’s insolvency, following the filing of a bankruptcy petition, a debtor would ordinarily be required to perform its obligations under such lease until the debtor decides whether to assume or reject the lease. The Bankruptcy Code provides certain additional protections with respect to non-residential real property leases, such as establishing a specific timeframe in which a debtor must determine whether to assume or reject the lease. The bankruptcy court may extend the time to perform for up to 60 days for cause shown. Even if the agreements were terminated prior to bankruptcy, a bankruptcy court may determine that the agreement was improperly terminated and therefore remains part of the debtor’s bankruptcy estate. The debtor also can seek bankruptcy court approval to assume and assign the lease to a third party, and to modify the lease in connection with such assignment. In order to assume the lease, the debtor or assignee generally will have to cure outstanding defaults and provide “adequate assurance of future performance” in addition to satisfying other requirements imposed under the Bankruptcy Code. Under the Bankruptcy Code, subject to certain exceptions, once a lease is rejected by a debtor lessee, it is deemed breached, and the non-debtor lessor will have a claim for lease rejection damages, as described above.

If the ground lessor files for bankruptcy, it may determine until the confirmation of its plan of reorganization whether to reject the ground lease. On request of any party to the lease, the bankruptcy court may order the debtor to determine within a specific period of time whether to assume or reject the lease or to comply with the terms of the lease pending its decision to assume or reject. In the event of rejection, the non-debtor lessee will have the right to treat the lease as terminated by virtue of its terms, applicable nonbankruptcy law, or any agreement made by the lessee. The non-debtor lessee may also, if the lease term has begun, retain its rights under the lease, including its rights to remain in possession of the leased premises under the rent reserved in the lease for the balance of the term of the lease (including renewals). The term “lessee” includes any “successor, assign or mortgagee permitted under the terms of such lease”. If, pre-petition, the ground lessor had specifically granted the leasehold mortgagee such right, the leasehold mortgagee may have the right to succeed to the lessee/borrower’s position under the lease.

In the event of concurrent bankruptcy proceedings involving the ground lessor and the lessee/borrower, actions by creditors against the borrower/lessee debtor would be subject

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to the automatic stay, and a lender may be unable to enforce both the bankrupt lessee/borrower’s pre-petition agreement to refuse to treat a ground lease rejected by a bankrupt lessor as terminated and any agreement by the ground lessor to grant the lender a new lease upon such termination. In such circumstances, a lease could be terminated notwithstanding lender protection provisions contained in that lease or in the mortgage. A lender could lose its security unless the lender holds a fee mortgage or the bankruptcy court, as a court of equity, allows the mortgagee to assume the ground lessee’s obligations under the ground lease and succeed to the ground lessee’s position. Although consistent with the Bankruptcy Code, such position may not be adopted by the bankruptcy court.

Further, in an appellate decision by the United States Court of Appeals for the Seventh Circuit (Precision Indus. v. Qualitech Steel SBQ, LLC, 327 F.3d 537 (7th Cir, 2003)), the court ruled with respect to an unrecorded lease of real property that where a statutory sale of leased property occurs under the Bankruptcy Code upon the bankruptcy of a landlord, that sale terminates a lessee’s possessory interest in the property, and the purchaser assumes title free and clear of any interest, including any leasehold estates. Pursuant to the Bankruptcy Code, a lessee may request the bankruptcy court to prohibit or condition the statutory sale of the property so as to provide adequate protection of the leasehold interest; however, the court ruled that, at least where a memorandum of lease had not been recorded, this provision does not ensure continued possession of the property, but rather entitles the lessee to compensation for the value of its leasehold interest, typically from the sale proceeds. As a result, we cannot assure you that, in the event of a statutory sale of leased property pursuant to the Bankruptcy Code, the lessee would be able to maintain possession of the property under the ground lease. In addition, we cannot assure you that a leasehold mortgagor and/or a leasehold mortgagee (to the extent it has standing to intervene) would be able to recover the full value of the leasehold interest in bankruptcy court.

Because of the possible termination of the related ground lease, whether arising from a bankruptcy, the expiration of a lease term or an uncured defect under the related ground lease, lending on a leasehold interest in a real property is riskier than lending on the fee interest in the property.

In a bankruptcy or similar proceeding involving a borrower, action may be taken seeking the recovery as a preferential transfer of any payments made by such borrower, or made directly by the related lessee, under the related mortgage loan to the issuing entity. Payments on long term debt may be protected from recovery as preferences if they qualify for the “ordinary course” exception under the Bankruptcy Code or if certain other defenses in the Bankruptcy Code are applicable. Whether any particular payment would be protected depends upon the facts specific to a particular transaction.

In addition, in a bankruptcy or similar proceeding involving any borrower or an affiliate, an action may be taken to avoid the transaction (or any component of the transaction, such as joint and several liability on the related mortgage loan) as an actual or constructive fraudulent conveyance under state or federal law. Any payment by a borrower in excess of its allocated share of the loan could be challenged as a fraudulent conveyance by creditors of that borrower in an action outside a bankruptcy case or by the representative of the borrower’s bankruptcy estate in a bankruptcy case. Generally, under federal and most state fraudulent conveyance statutes, the incurrence of an obligation or the transfer of property by a person will be subject to avoidance under certain circumstances if the person transferred such property with the intent to hinder, delay or defraud its creditors or the person did not receive fair consideration or reasonably equivalent value in exchange for such obligation or transfer and (i) was insolvent or was rendered insolvent by such obligation or transfer, (ii) was engaged in business or a transaction, or was about to engage

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in business or a transaction, for which any property remaining with the person constituted unreasonably small capital, or (iii) intended to, or believed that it would, incur debts that would be beyond the person’s ability to pay as such debts matured. The measure of insolvency will vary depending on the law of the applicable jurisdiction. However, an entity will generally be considered insolvent if the present fair salable value of its assets is less than (x) the sum of its debts or (y) the amount that would be required to pay its probable liabilities on its existing debts as they become absolute and matured. Accordingly, a lien granted by a borrower to secure repayment of the loan in excess of its allocated share could be avoided if a court were to determine that (i) such borrower was insolvent at the time of granting the lien, was rendered insolvent by the granting of the lien, was left with inadequate capital, or was not able to pay its debts as they matured and (ii) the borrower did not, when it allowed its property to be encumbered by a lien securing the entire indebtedness represented by the loan, receive fair consideration or reasonably equivalent value for pledging such property for the equal benefit of each other borrower.

A bankruptcy court may, under certain circumstances, authorize a debtor to obtain credit after the commencement of a bankruptcy case, secured among other things, by senior, equal or junior liens on property that is already subject to a lien. In the bankruptcy case of General Growth Properties filed on April 16, 2009, the debtors initially sought approval of a debtor-in-possession loan to the corporate parent entities guaranteed by the property-level single-purpose entities and secured by second liens on their properties. Although the debtor-in-possession loan subsequently was modified to eliminate the subsidiary guarantees and second liens, we cannot assure you that, in the event of a bankruptcy of the borrower sponsor, the borrower sponsor would not seek approval of a similar debtor-in-possession loan, or that a bankruptcy court would not approve a debtor-in-possession loan that included such subsidiary guarantees and second liens on such subsidiaries’ properties.

Certain of the borrowers may be partnerships. The laws governing limited partnerships in certain states provide that the commencement of a case under the Bankruptcy Code with respect to a general partner will cause a person to cease to be a general partner of the limited partnership, unless otherwise provided in writing in the limited partnership agreement. This provision may be construed as an “ipso facto” clause and, in the event of the general partner’s bankruptcy, may not be enforceable. Certain limited partnership agreements of the borrowers may provide that the commencement of a case under the Bankruptcy Code with respect to the related general partner constitutes an event of withdrawal (assuming the enforceability of the clause is not challenged in bankruptcy proceedings or, if challenged, is upheld) that might trigger the dissolution of the limited partnership, the winding up of its affairs and the distribution of its assets, unless (i) at the time there was at least one other general partner and the written provisions of the limited partnership permit the business of the limited partnership to be carried on by the remaining general partner and that general partner does so or (ii) the written provisions of the limited partnership agreement permit the limited partners to agree within a specified time frame (often 60 days) after the withdrawal to continue the business of the limited partnership and to the appointment of one or more general partners and the limited partners do so. In addition, the laws governing general partnerships in certain states provide that the commencement of a case under the Bankruptcy Code or state bankruptcy laws with respect to a general partner of the partnerships triggers the dissolution of the partnership, the winding up of its affairs and the distribution of its assets. Those state laws, however, may not be enforceable or effective in a bankruptcy case. Limited liability companies may be subjected to similar treatment as that described in this prospectus with respect to limited partnerships. The dissolution of a borrower, the winding up of its affairs and the distribution of its assets could result in an acceleration of its payment obligation under the borrower’s

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mortgage loan, which may reduce the yield on the Offered Certificates in the same manner as a principal prepayment.

In addition, the bankruptcy of the general or limited partner of a borrower that is a partnership, or the bankruptcy of a member of a borrower that is a limited liability company or the bankruptcy of a shareholder of a borrower that is a corporation may provide the opportunity in the bankruptcy case of the partner, member or shareholder to obtain an order from a court consolidating the assets and liabilities of the partner, member or shareholder with those of the mortgagor pursuant to the doctrines of substantive consolidation or piercing the corporate veil. In such a case, the respective mortgaged property, for example, would become property of the estate of the bankrupt partner, member or shareholder. Not only would the mortgaged property be available to satisfy the claims of creditors of the partner, member or shareholder, but an automatic stay would apply to any attempt by the trustee to exercise remedies with respect to the mortgaged property. However, such an occurrence should not affect a lender’s status as a secured creditor with respect to the mortgagor or its security interest in the mortgaged property.

A borrower that is a limited partnership, in many cases, may be required by the loan documents to have a single-purpose entity as its sole general partner, and a borrower that is a general partnership, in many cases, may be required by the loan documents to have as its general partners only entities that are single-purpose entities. A borrower that is a limited liability company may be required by the loan documents to have a single-purpose member or a springing member. All borrowers that are tenants-in-common may be required by the loan documents to be single-purpose entities. These provisions are designed to mitigate the risk of the dissolution or bankruptcy of the borrower partnership or its general partner, a borrower limited liability company or its member (if applicable), or a borrower that is a tenant-in-common. However, we cannot assure you that any borrower partnership or its general partner, or any borrower limited liability company or its member (if applicable), or a borrower that is a tenant-in-common, will not dissolve or become a debtor under the Bankruptcy Code.

Environmental Considerations

General

A lender may be subject to environmental risks when taking a security interest in real property. Of particular concern may be properties that are or have been used for industrial, manufacturing, military or disposal activity. Such environmental risks include the possible diminution of the value of a contaminated property or, as discussed below, potential liability for clean-up costs or other remedial actions that could exceed the value of the property or the amount of the lender’s loan. In certain circumstances, a lender may decide to abandon a contaminated mortgaged property as collateral for its loan rather than foreclose and risk liability for clean-up costs.

Superlien Laws

Under the laws of many states, contamination on a property may give rise to a lien on the property for clean-up costs. In several states, such a lien has priority over all existing liens, including those of existing mortgages. In these states, the lien of a mortgage may lose its priority to such a “superlien”.

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CERCLA

The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), imposes strict liability on present and past “owners” and “operators” of contaminated real property for the costs of clean-up. A secured lender may be liable as an “owner” or “operator” of a contaminated mortgaged property if agents or employees of the lender have participated in the management or operation of such mortgaged property. Such liability may exist even if the lender did not cause or contribute to the contamination and regardless of whether the lender has actually taken possession of a mortgaged property through foreclosure, deed-in-lieu of foreclosure or otherwise. Moreover, such liability is not limited to the original or unamortized principal balance of a loan or to the value of the property securing a loan. Excluded from CERCLA’s definition of “owner” or “operator”, however, is a person “who, without participating in the management of the facility, holds indicia of ownership primarily to protect his security interest”. This is the so called “secured creditor exemption”.

The Asset Conservation, Lender Liability and Deposit Insurance Protection Act of 1996 (the “1996 Act”) amended, among other things, the provisions of CERCLA with respect to lender liability and the secured creditor exemption. The 1996 Act offers protection to lenders by defining the activities in which a lender can engage and still have the benefit of the secured creditor exemption. In order for a lender to be deemed to have participated in the management of a mortgaged property, the lender must actually participate in the operational affairs of the property of the borrower. The 1996 Act provides that “merely having the capacity to influence, or unexercised right to control” operations does not constitute participation in management. A lender will lose the protection of the secured creditor exemption if it exercises decision-making control over the borrower’s environmental compliance and hazardous substance handling or disposal practices, or assumes day-to-day management of environmental or substantially all other operational functions of the mortgaged property. The 1996 Act also provides that a lender will continue to have the benefit of the secured creditor exemption even if it forecloses on a mortgaged property, purchases it at a foreclosure sale or accepts a deed-in-lieu of foreclosure, provided that the lender seeks to sell the mortgaged property at the earliest practicable commercially reasonable time on commercially reasonable terms.

Certain Other Federal and State Laws

Many states have statutes similar to CERCLA, and not all of those statutes provide for a secured creditor exemption. In addition, under federal law, there is potential liability relating to hazardous wastes and underground storage tanks under the federal Resource Conservation and Recovery Act.

Some federal, state and local laws, regulations and ordinances govern the management, removal, encapsulation or disturbance of asbestos-containing materials. These laws, as well as common law standards, may impose liability for releases of or exposure to asbestos-containing materials, and provide for third parties to seek recovery from owners or operators of real properties for personal injuries associated with those releases.

Federal legislation requires owners of residential housing constructed prior to 1978 to disclose to potential residents or purchasers any known lead-based paint hazards and will impose treble damages for any failure to disclose. In addition, the ingestion of lead-based paint chips or dust particles by children can result in lead poisoning. If lead-based paint hazards exist at a property, then the owner of that property may be held liable for injuries and for the costs of removal or encapsulation of the lead-based paint.

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In a few states, transfers of some types of properties are conditioned upon clean-up of contamination prior to transfer. In these cases, a lender that becomes the owner of a property through foreclosure, deed-in-lieu of foreclosure or otherwise, may be required to clean up the contamination before selling or otherwise transferring the property.

Beyond statute-based environmental liability, there exist common law causes of action (for example, actions based on nuisance or on toxic tort resulting in death, personal injury or damage to property) related to hazardous environmental conditions on a property. While it may be more difficult to hold a lender liable under common law causes of action, unanticipated or uninsured liabilities of the borrower may jeopardize the borrower’s ability to meet its loan obligations or may decrease the re-sale value of the collateral.

Additional Considerations

The cost of remediating hazardous substance contamination at a property can be substantial. If a lender becomes liable, it can bring an action for contribution against the owner or operator who created the environmental hazard, but that individual or entity may be without substantial assets. Accordingly, it is possible that such costs could become a liability of the issuing entity and occasion a loss to the certificateholders.

If a lender forecloses on a mortgage secured by a property, the operations on which are subject to environmental laws and regulations, the lender will be required to operate the property in accordance with those laws and regulations. Such compliance may entail substantial expense, especially in the case of industrial or manufacturing properties.

In addition, a lender may be obligated to disclose environmental conditions on a property to government entities and/or to prospective buyers (including prospective buyers at a foreclosure sale or following foreclosure). Such disclosure may decrease the amount that prospective buyers are willing to pay for the affected property, sometimes substantially, and thereby decrease the ability of the lender to recover its investment in a loan upon foreclosure.

Due-on-Sale and Due-on-Encumbrance Provisions

Certain of the mortgage loans may contain “due-on-sale” and “due-on-encumbrance” clauses that purport to permit the lender to accelerate the maturity of the loan if the borrower transfers or encumbers the related mortgaged property. The Garn-St Germain Depository Institutions Act of 1982 (the “Garn Act”) generally preempts state laws that prohibit the enforcement of due-on-sale clauses and permits lenders to enforce these clauses in accordance with their terms, subject to certain limitations as set forth in the Garn Act and related regulations. Accordingly, a lender may nevertheless have the right to accelerate the maturity of a mortgage loan that contains a “due-on-sale” provision upon transfer of an interest in the property, without regard to the lender’s ability to demonstrate that a sale threatens its legitimate security interest.

Subordinate Financing

The terms of certain of the mortgage loans may not restrict the ability of the borrower to use the mortgaged property as security for one or more additional loans, or such restrictions may be unenforceable. Where a borrower encumbers a mortgaged property with one or more junior liens, the senior lender is subjected to additional risk. First, the borrower may have difficulty servicing and repaying multiple loans. Moreover, if the subordinate financing permits recourse to the borrower (as-is frequently the case) and the senior loan does not, a borrower may have more incentive to repay sums due on the

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subordinate loan. Second, acts of the senior lender that prejudice the junior lender or impair the junior lender’s security may create a superior equity in favor of the junior lender. For example, if the borrower and the senior lender agree to an increase in the principal amount of or the interest rate payable on the senior loan, the senior lender may lose its priority to the extent any existing junior lender is harmed or the borrower is additionally burdened. Third, if the borrower defaults on the senior loan and/or any junior loan or loans, the existence of junior loans and actions taken by junior lenders can impair the security available to the senior lender and can interfere with or delay the taking of action by the senior lender. Moreover, the bankruptcy of a junior lender may operate to stay foreclosure or similar proceedings by the senior lender.

Default Interest and Limitations on Prepayments

Promissory notes and mortgages may contain provisions that obligate the borrower to pay a late charge or additional interest if payments are not timely made, and in some circumstances, may prohibit prepayments for a specified period and/or condition prepayments upon the borrower’s payment of prepayment fees or yield maintenance penalties. In certain states, there are or may be specific limitations upon the late charges which a lender may collect from a borrower for delinquent payments. Certain states also limit the amounts that a lender may collect from a borrower as an additional charge if the loan is prepaid. In addition, the enforceability of provisions that provide for prepayment fees or penalties upon an involuntary prepayment is unclear under the laws of many states.

Applicability of Usury Laws

Title V of the Depository Institutions Deregulation and Monetary Control Act of 1980 (“Title V”) provides that state usury limitations will not apply to certain types of residential (including multifamily) first mortgage loans originated by certain lenders after March 31, 1980. Title V authorized any state to reimpose interest rate limits by adopting, before April 1, 1983, a law or constitutional provision that expressly rejects application of the federal law. In addition, even where Title V is not so rejected, any state is authorized by the law to adopt a provision limiting discount points or other charges on mortgage loans covered by Title V. Certain states have taken action to reimpose interest rate limits and/or to limit discount points or other charges.

Statutes differ in their provisions as to the consequences of a usurious loan. One group of statutes requires the lender to forfeit the interest due above the applicable limit or impose a specified penalty. Under this statutory scheme, the borrower may cancel the recorded mortgage or deed of trust upon paying its debt with lawful interest, and the lender may foreclose, but only for the debt plus lawful interest. A second group of statutes is more severe. A violation of this type of usury law results in the invalidation of the transaction, thereby permitting the borrower to cancel the recorded mortgage or deed of trust without any payment or prohibiting the lender from foreclosing.

Americans with Disabilities Act

Under Title III of the Americans with Disabilities Act of 1990 and related regulations (collectively, the “ADA”), in order to protect individuals with disabilities, public accommodations (such as hotel properties, restaurants, shopping centers, hospitals, schools and social service center establishments) must remove architectural and communication barriers which are structural in nature from existing places of public accommodation to the extent “readily achievable”. In addition, under the ADA, alterations to a place of public accommodation or a commercial facility are to be made so that, to the maximum extent feasible, such altered portions are readily accessible to and usable by disabled individuals.

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The “readily achievable” standard takes into account, among other factors, the financial resources of the affected site, owner, landlord or other applicable person. In addition to imposing a possible financial burden on the borrower in its capacity as owner or landlord, the ADA may also impose such requirements on a foreclosing lender who succeeds to the interest of the borrower as owner or landlord. Furthermore, since the “readily achievable” standard may vary depending on the financial condition of the owner or landlord, a foreclosing lender who is financially more capable than the borrower of complying with the requirements of the ADA may be subject to more stringent requirements than those to which the borrower is subject.

Servicemembers Civil Relief Act

Under the terms of the Servicemembers Civil Relief Act as amended (the “Relief Act”), a borrower who enters military service after the origination of such borrower’s mortgage loan (including a borrower who was in reserve status and is called to active duty after origination of the mortgage loan), upon notification by such borrower, will not be charged interest, including fees and charges, in excess of 6% per annum during the period of such borrower’s active duty status. In addition to adjusting the interest, the lender must forgive any such interest in excess of 6% unless a court or administrative agency orders otherwise upon application of the lender. The Relief Act applies to individuals who are members of the Army, Navy, Air Force, Marines, National Guard, Reserves, Coast Guard and officers of the U.S. Public Health Service or the National Oceanic and Atmospheric Administration assigned to duty with the military. Because the Relief Act applies to individuals who enter military service (including reservists who are called to active duty) after origination of the related mortgage loan, no information can be provided as to the number of loans with individuals as borrowers that may be affected by the Relief Act. Application of the Relief Act would adversely affect, for an indeterminate period of time, the ability of a master servicer or special servicer to collect full amounts of interest on certain of the mortgage loans. Any shortfalls in interest collections resulting from the application of the Relief Act would result in a reduction of the amounts distributable to the holders of certificates, and would not be covered by advances or, any form of credit support provided in connection with the certificates. In addition, the Relief Act imposes limitations that would impair the ability of a lender to foreclose on an affected mortgage loan during the borrower’s period of active duty status, and, under certain circumstances, during an additional three-month period thereafter.

Anti-Money Laundering, Economic Sanctions and Bribery

Many jurisdictions have adopted wide-ranging anti-money laundering, economic and trade sanctions, and anti-corruption and anti-bribery laws, and regulations (collectively, the “Requirements”). Any of the depositor, the issuing entity, the underwriters or other party to the PSA could be requested or required to obtain certain assurances from prospective investors intending to purchase certificates and to retain such information or to disclose information pertaining to them to governmental, regulatory or other authorities or to financial intermediaries or engage in due diligence or take other related actions in the future. Failure to honor any request by the depositor, the issuing entity, the underwriters or other party to the PSA to provide requested information or take such other actions as may be necessary or advisable for the depositor, the issuing entity, the underwriters or other party to the PSA to comply with any Requirements, related legal process or appropriate requests (whether formal or informal) may result in, among other things, a forced sale to another investor of such investor’s certificates. In addition, it is expected that each of the depositor, the issuing entity, the underwriters and the other parties to the PSA will comply with the U.S. Bank Secrecy Act, U.S. Bank Secrecy Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct

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Terrorism Act of 2001 (also known as the “Patriot Act”) and any other anti-money laundering and anti-terrorism, economic and trade sanctions, and anti-corruption or anti-bribery laws, and regulations of the United States and other countries, and will disclose any information required or requested by authorities in connection with such compliance.

Potential Forfeiture of Assets

Federal law provides that assets (including property purchased or improved with assets) derived from criminal activity or otherwise tainted, or used in the commission of certain offenses, is subject to the blocking requirements of economic sanctions laws and regulations, and can be blocked and/or seized and ordered forfeited to the United States of America. The offenses that can trigger such a blocking and/or seizure and forfeiture include, among others, violations of the Racketeer Influenced and Corrupt Organizations Act, the U.S. Bank Secrecy Act, the anti-money laundering, anti-terrorism, economic sanctions, and anti-bribery laws and regulations, including the Patriot Act and the regulations issued pursuant to that act, as well as the narcotic drug laws. In many instances, the United States may seize the property even before a conviction occurs.

In the event of a forfeiture proceeding, a lender may be able to establish its interest in the property by proving that (a) its mortgage was executed and recorded before the commission of the illegal conduct from which the assets used to purchase or improve the property were derived or before the commission of any other crime upon which the forfeiture is based, or (b) the lender, at the time of the execution of the mortgage, “did not know or was reasonably without cause to believe that the property was subject to forfeiture”. However, there is no assurance that such a defense will be successful.

Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties

Wells Fargo Bank and its affiliates are playing several roles in this transaction. Wells Fargo Bank, a sponsor, an originator and a mortgage loan seller, is also a master servicer, the certificate administrator and the custodian under this securitization, is expected to be the initial holder of a portion of the RR Interest and the initial Risk Retention Consultation Party under this securitization and is an affiliate of Wells Fargo Commercial Mortgage Securities, Inc., the depositor, and of Wells Fargo Securities, LLC, one of the underwriters. In addition, Wells Fargo Bank is (a) the master servicer, the certificate administrator and the custodian under the JPMCC 2017-JP7 PSA, which governs the servicing and administration of the First Stamford Place Whole Loan (b) the servicer, the certificate administrator and the custodian under the BXP Trust 2017-GM TSA, which governs the servicing and administration of the General Motors Building Whole Loan, and (c) the master servicer under the CGCMT 2017-B1 PSA, which governs the servicing and administration of the 411 East Wisconsin Whole Loan.

Bank of America, a mortgage loan seller, an originator and a sponsor is the holder of one or more of the 222 Second Street Companion Loans, the holder of one or more of the Mall of Louisiana Companion Loans and the holder of a portion of the RR Interest, and an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, one of the underwriters.

MSMCH and its affiliates are playing several roles in this transaction. MSMCH, a mortgage loan seller and a sponsor is an affiliate of Morgan Stanley & Co. LLC, one of the underwriters, and Morgan Stanley Bank, an originator, the holder of a portion of the RR Interest and the holder of one or more of the General Motors Building Companion Loans and the Corporate Woods Portfolio Companion Loans.

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Wells Fargo Bank is the purchaser under a repurchase agreement with National Cooperative Bank, N.A. or with a wholly-owned subsidiary or other affiliate of National Cooperative Bank, N.A. for the purpose of providing short-term warehousing of mortgage loans originated or acquired by such mortgage loan seller and/or its respective affiliates.

In the case of the repurchase facility provided to National Cooperative Bank, N.A., for which that mortgage loan seller’s wholly-owned special purpose subsidiary is the primary obligor, Wells Fargo Bank has agreed to purchase mortgage loans from the subsidiary on a revolving basis and to serve as interim custodian of the loan files for the mortgage loans subject to such repurchase agreement. National Cooperative Bank, N.A. guarantees the performance by its wholly-owned subsidiary of certain obligations under the repurchase facility. None of the mortgage loans that will be sold by National Cooperative Bank, N.A. to the depositor in connection with this securitization transaction are subject to such repurchase facility or interim custodial arrangement.

Additionally, National Cooperative Bank, N.A. or a wholly-owned subsidiary or other affiliate is party to an interest rate hedging arrangement with Wells Fargo Bank with respect to some or all of the mortgage loans that National Cooperative Bank, N.A. will transfer to the depositor in connection with this securitization transaction. In each instance, those hedging arrangements will terminate in connection with the contribution of those mortgage loans to this securitization transaction.

National Cooperative Bank, N.A. is playing several roles in this transaction. National Cooperative Bank, N.A., a mortgage loan seller, a sponsor and an originator, is also a master servicer and a special servicer under this securitization. In addition, with respect to certain mortgage loans secured by residential cooperative properties, National Cooperative Bank, N.A. or an affiliate thereof may, now or in the future, be the lender with respect to one or more (1) loans to the related borrower that are secured, on a subordinated basis, by a mortgage lien upon a mortgaged property that also secures a mortgage loan included in the trust, (2) unsecured loans to the related borrower and/or (3) cooperative unit loans that are secured by direct equity interests in the related borrower.

As a result of the matters discussed above, this securitization transaction will reduce the economic exposure of Wells Fargo Bank to the Mortgage Loans that are to be transferred by National Cooperative Bank, N.A., to the depositor.

While Wells Fargo Bank may have undertaken some evaluation of the Mortgage Loans originated or acquired by such mortgage loan sellers, any such review was undertaken by it solely for the purpose of determining whether such Mortgage Loans were eligible for financing under the terms of the related warehouse financing and was unrelated to this offering. In addition, we cannot assure you that such review was undertaken and, if undertaken, any such review was limited in scope to that specific purpose. The related mortgage loan sellers are solely responsible for the underwriting of their Mortgage Loans as well as the Mortgage Loan representations and warranties related thereto.

Wells Fargo Bank acts as primary servicer with respect to certain mortgage loans it owns, which may include, prior to their inclusion in the issuing entity, some or all of the Mortgage Loans to be transferred to this securitization transaction by Wells Fargo Bank.

Wells Fargo Bank is expected to enter into one or more agreements with the other sponsors (other than National Cooperative Bank, N.A.) to purchase the master servicing rights to the related Mortgage Loans and/or the right to be appointed as the master servicer with respect to such Mortgage Loans and to purchase the primary servicing rights to certain of the Mortgage Loans.

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In the case of certain Mortgage Loans, a mezzanine loan secured by equity interests in the related borrower may be held by the related mortgage loan seller or one of its affiliates.

Rialto Capital Advisors, LLC, an expected special servicer for this transaction, is an affiliate of RREF III Debt AIV, LP, which is expected to purchase the Class E, Class F, Class G, Class X-E, Class X-F, Class X-G and Class V certificates, and which is expected to be appointed as the initial Directing Certificateholder with respect to each Mortgage Loan (other than (i) any Non-Serviced Mortgage Loan, (ii) any Servicing Shift Mortgage Loan or (iii) any Excluded Loan with respect to the Directing Certificateholder). Rialto Capital Advisors, LLC or an affiliate assisted RREF III Debt AIV, LP and/or one or more of its affiliates with its due diligence of the Mortgage Loans prior to the Closing Date.

Pursuant to an interim servicing agreement between Wells Fargo Bank and Bank of America, each a sponsor, an originator and a mortgage loan seller, Wells Fargo Bank acts as primary servicer with respect to certain mortgage loans owned by Bank of America from time to time, including, prior to their inclusion in the trust fund, some or all of the Mortgage Loans that Bank of America will transfer to the depositor.

Pursuant to certain interim servicing agreements between Wells Fargo Bank and MSMCH, a sponsor and a mortgage loan seller, or Wells Fargo Bank and certain affiliates of MSMCH, Wells Fargo Bank acts as primary servicer with respect to certain mortgage loans owned by MSMCH and such affiliates from time to time, including, prior to their inclusion in the trust fund, some or all of the MSMCH Mortgage Loans.

Wells Fargo is the interim custodian of the loan files for all of the mortgage loans serviced under the PSA that Bank of America and MSMCH will transfer to the depositor.

Wilmington Trust, National Association, the trustee, is also the trustee under (i) the BXP Trust 2017-GM TSA, which governs the servicing of the General Motors Building Whole Loan and (ii) the JPMCC 2017-JP7 PSA, which governs the servicing of the First Stamford Place Whole Loan.

Pentalpha Surveillance LLC, the operating advisor and asset representations reviewer, is also the operating advisor and asset representations reviewer under the JPMCC 2017-JP7 PSA, which governs the servicing of the JPMCC 2017-JP7 PSA.

See “Risk Factors—Risks Related to Conflicts of Interest—Potential Conflicts of Interest of the Master Servicers and the Special Servicers”, “—Potential Conflicts of Interest of the Asset Representations Reviewer”, “—Potential Conflicts of Interest of the Directing Certificateholder and the Companion Holders” and “—Risks Relating to the Mortgage Loans—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases—Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks”. For a description of certain other affiliations, relationships and related transactions, to the extent known and material, among the transaction parties, see the individual descriptions of the transaction parties under “Transaction Parties”.

Pending Legal Proceedings Involving Transaction Parties

While the sponsors have been involved in, and are currently involved in, certain litigation or potential litigation, including actions relating to repurchase claims, there are no legal proceedings pending, or any proceedings known to be contemplated by any governmental authorities, against the sponsors that are material to Certificateholders.

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For a description of certain other material legal proceedings pending against the transaction parties, see the individual descriptions of the transaction parties under “Transaction Parties”.

Use of Proceeds

Certain of the net proceeds from the sale of the Offered Certificates, together with the net proceeds from the sale of the other certificates not being offered by this prospectus, will be used by the depositor to purchase the mortgage loans from the mortgage loan sellers and to pay certain expenses in connection with the issuance of the certificates.

Yield and Maturity Considerations

Yield Considerations

General

The yield to maturity on the Offered Certificates will depend upon the price paid by the investors, the rate and timing of the distributions in reduction of the Certificate Balance or Notional Amount of the applicable class of Offered Certificates, the extent to which Yield Maintenance Charges and Prepayment Premiums allocated to the class of Offered Certificates are collected, and the rate, timing and severity of losses on the Mortgage Loans and the extent to which such losses are allocable in reduction of the Certificate Balance or Notional Amount of the class of Offered Certificates, as well as prevailing interest rates at the time of payment or loss realization.

Rate and Timing of Principal Payments

The rate and amount of distributions in reduction of the Certificate Balance of any class of Offered Certificates that are also Principal Balance Certificates and the yield to maturity of any class of Offered Certificates will be directly related to the rate of payments of principal (both scheduled and unscheduled) on the Mortgage Loans, as well as borrower defaults and the severity of losses occurring upon a default and the resulting rate and timing of collections made in connection with liquidations of Mortgage Loans due to these defaults. Principal payments on the Mortgage Loans will be affected by their amortization schedules, lockout periods, defeasance provisions, provisions relating to the release and/or application of earnout reserves, provisions requiring prepayments in connection with the release of real property collateral, requirements to pay Yield Maintenance Charges or Prepayment Premiums in connection with principal payments, the dates on which balloon payments are due, incentives for a borrower to repay an ARD Loan by the related Anticipated Repayment Date, property release provisions, provisions relating to the application or release of earnout reserves, and any extensions of maturity dates by the applicable master servicer or special servicer. While voluntary prepayments of some Mortgage Loans are generally prohibited during applicable prepayment lockout periods, effective prepayments may occur if a sufficiently significant portion of a mortgaged property is lost due to casualty or condemnation. In addition, such distributions in reduction of Certificate Balances of the respective classes of Offered Certificates that are also Principal Balance Certificates may result from repurchases of, or substitutions for, Mortgage Loans made by the sponsors due to missing or defective documentation or breaches of representations and warranties with respect to the Mortgage Loans as described under “Description of the Mortgage Loan Purchase Agreements” or purchases of the Mortgage Loans in the manner described under “Pooling and Servicing Agreement—Termination; Retirement of Certificates”. To the extent a Mortgage Loan requires payment of a Yield Maintenance Charge or Prepayment Premium

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in connection with a voluntary prepayment, any such Yield Maintenance Charge or Prepayment Premium generally is not due in connection with a prepayment due to casualty or condemnation, is not included in the purchase price of a Mortgage Loan purchased or repurchased due to a breach of a representation or warranty or otherwise, and may not be enforceable or collectible upon a default.

Because the certificates with Notional Amounts are not entitled to distributions of principal, the yield on such certificates will be extremely sensitive to prepayments received in respect of the Mortgage Loans allocated to the Non-Retained Certificates to the extent distributed to reduce the related Notional Amount of the applicable class of certificates. In addition, although the borrower under an ARD Loan may have certain incentives to prepay the ARD Loan on its Anticipated Repayment Date, we cannot assure you that the borrower will be able to prepay the ARD Loan on its related Anticipated Repayment Date. The failure of the borrower to prepay an ARD Loan on its Anticipated Repayment Date will not be an event of default under the terms of the ARD Loan, and pursuant to the terms of the PSA, neither the master servicers nor the special servicers will be permitted to take any enforcement action with respect to the borrower’s failure to pay Excess Interest until the scheduled maturity of the ARD Loan; provided that any master servicer or special servicer, as the case may be, may take action to enforce the issuing entity’s right to apply excess cash flow to principal in accordance with the terms of the respective ARD Loan documents. Moreover, with respect to the Class A-SB certificates, the extent to which the planned balances are achieved and the sensitivity of the Class A-SB certificates to principal prepayments on the mortgage loans allocated to the Non-Retained Certificates will depend in part on the period of time during which the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 certificates remain outstanding. As such, the Class A-SB certificates will become more sensitive to the rate of prepayments on the mortgage loans allocated to the Non-Retained Certificates than they were when the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 certificates were outstanding.

The extent to which the yield to maturity of any class of Offered Certificates may vary from the anticipated yield will depend upon the degree to which the certificates are purchased at a discount or premium and when, and to what degree, payments of principal on the Mortgage Loans are in turn distributed on the certificates or, in the case of the Class X-A or Class X-B certificates with a Notional Amount, applied to reduce their Notional Amounts. An investor should consider, in the case of any certificate (other than a certificate with a Notional Amount) purchased at a discount, the risk that a slower than anticipated rate of principal payments on the Mortgage Loans allocated to the Non-Retained Certificates could result in an actual yield to such investor that is lower than the anticipated yield and, in the case of any certificate purchased at a premium (including certificates with Notional Amounts), the risk that a faster than anticipated rate of principal payments could result in an actual yield to such investor that is lower than the anticipated yield. In general, the earlier a payment of principal on the Mortgage Loans is distributed or otherwise results in reduction of the Certificate Balance of a certificate purchased at a discount or premium, the greater will be the effect on an investor’s yield to maturity. As a result, the effect on an investor’s yield of principal payments distributed on an investor’s certificates occurring at a rate higher (or lower) than the rate anticipated by the investor during any particular period would not be fully offset by a subsequent like reduction (or increase) in the rate of principal payments.

The yield on each of the classes of certificates that have a Pass-Through Rate equal to, limited by, or based on, the WAC Rate could (or in the case of any class of certificates with a Pass-Through Rate equal to, or based on, the WAC Rate, would) be adversely affected if Mortgage Loans with higher Mortgage Rates prepay faster than Mortgage Loans with lower

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Mortgage Rates. The Pass-Through Rates on these classes of certificates may be adversely affected by a decrease in the WAC Rate even if principal prepayments do not occur.

Losses and Shortfalls

The Certificate Balance or Notional Amount of any class of Offered Certificates may be reduced without distributions of principal as a result of the occurrence and allocation of Realized Losses, reducing the maximum amount distributable in respect of principal on the Offered Certificates that are Principal Balance Certificates as well as the amount of interest that would have otherwise been payable on the Offered Certificates in the absence of such reduction. In general, a Realized Loss occurs when the principal balance of a Mortgage Loan is reduced without an equal distribution (based on the allocation of amounts among the Non-Retained Certificates, on the one hand, and the RR Interest, on the other hand) to applicable Certificateholders in reduction of the Certificate Balances of the certificates. Realized Losses may occur in connection with a default on a Mortgage Loan, acceptance of a discounted pay-off, the liquidation of the related Mortgaged Properties, a reduction in the principal balance of a Mortgage Loan by a bankruptcy court or pursuant to a modification, a recovery by the applicable master servicer or trustee of a Nonrecoverable Advance on a Distribution Date or the incurrence of certain unanticipated or default-related costs and expenses (such as interest on Advances, Workout Fees, Liquidation Fees and Special Servicing Fees). Any reduction of the Certificate Balances of the classes of certificates indicated in the table below as a result of the application of Realized Losses will also reduce the Notional Amount of the related certificates.

Interest-Only Class of Certificates	Class Notional Amount		Underlying Classes
Class X-A	$	807,186,000	Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates
Class X-B	$	233,508,000	Class A-S, Class B and Class C certificates

Certificateholders are not entitled to receive distributions of Periodic Payments when due except to the extent they are either covered by a P&I Advance or actually received. Consequently, any defaulted Periodic Payment for which no such P&I Advance is made will tend to extend the weighted average lives of the Offered Certificates, whether or not a permitted extension of the due date of the related Mortgage Loan has been completed.

Certain Relevant Factors Affecting Loan Payments and Defaults

The rate and timing of principal payments and defaults and the severity of losses on the Mortgage Loans may be affected by a number of factors, including, without limitation, the availability of credit for commercial or multifamily real estate, prevailing interest rates, the terms of the Mortgage Loans (for example, due-on-sale clauses, lockout periods or Yield Maintenance Charges, release of property provisions, amortization terms that require balloon payments, performance reserves being applied to repay a mortgage loan if certain criteria are not timely satisfied and incentives for a borrower to repay its mortgage loan by an anticipated repayment date), the demographics and relative economic vitality of the areas in which the Mortgaged Properties are located and the general supply and demand for rental properties in those areas, the quality of management of the Mortgaged Properties, the servicing of the Mortgage Loans, possible changes in tax laws and other opportunities for investment. See “Risk Factors” and “Description of the Mortgage Pool”.

The rate of prepayment on the pool of Mortgage Loans is likely to be affected by prevailing market interest rates for Mortgage Loans of a comparable type, term and risk level as the Mortgage Loans. When the prevailing market interest rate is below a mortgage

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interest rate, a borrower may have an increased incentive to refinance its Mortgage Loan. Although the Mortgage Loans contain provisions designed to mitigate the likelihood of an early loan repayment, we cannot assure you that the related borrowers will refrain from prepaying their Mortgage Loans due to the existence of these provisions, or that involuntary prepayments will not occur. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans”.

With respect to certain Mortgage Loans, the related Mortgage Loan documents allow for the sale of individual properties and the severance of the related debt and the assumption by the transferee of such portion of the Mortgage Loan as-is allocable to the individual property acquired by that transferee, subject to the satisfaction of certain conditions. In addition, with respect to certain Mortgage Loans, the related Mortgage Loan documents allow for partial releases of individual Mortgaged Properties during a lockout period or during such time as a Yield Maintenance Charge would otherwise be payable, which could result in a prepayment of a portion of the initial principal balance of the related Mortgage Loan without payment of a Yield Maintenance Charge or Prepayment Premium. Additionally, in the case of a partial release of an individual Mortgaged Property, the related release amount in many cases is greater than the allocated loan amount for the Mortgaged Property being released, which would result in a greater than proportionate paydown of the Mortgage Loan. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Releases; Partial Releases”.

Depending on prevailing market interest rates, the outlook for market interest rates and economic conditions generally, some borrowers may sell Mortgaged Properties in order to realize their equity in the Mortgaged Property, to meet cash flow needs or to make other investments. In addition, some borrowers may be motivated by federal and state tax laws (which are subject to change) to sell Mortgaged Properties prior to the exhaustion of tax depreciation benefits.

We make no representation as to the particular factors that will affect the rate and timing of prepayments and defaults on the Mortgage Loans, as to the relative importance of those factors, as to the percentage of the principal balance of the Mortgage Loans that will be prepaid or as to which a default will have occurred as of any date or as to the overall rate of prepayment or default on the Mortgage Loans.

Delay in Payment of Distributions

Because each monthly distribution is made on each Distribution Date, which is at least 15 days after the end of the related Interest Accrual Period for the certificates, the effective yield to the holders of such certificates will be lower than the yield that would otherwise be produced by the applicable Pass-Through Rates and purchase prices (assuming the prices did not account for the delay).

Yield on the Certificates with Notional Amounts

The yield to maturity of the certificates with Notional Amounts will be highly sensitive to the rate and timing of reductions made to the Certificate Balances of the classes of certificates indicated in the table below, including by reason of prepayments and principal losses on the Mortgage Loans allocated to the Non-Retained Certificates and other factors described above.

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Interest-Only Class of Certificates	Class Notional Amount		Underlying Classes
Class X-A	$	807,186,000	Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates
Class X-B	$	233,508,000	Class A-S, Class B and Class C certificates

Any optional termination by the holders of the Controlling Class, either special servicer, either master servicer or the holders of the Class R certificates would result in prepayment in full of the Offered Certificates and would have an adverse effect on the yield of a class of the certificates with a Notional Amount because a termination would have an effect similar to a principal prepayment in full of the Mortgage Loans and, as a result, investors in these certificates and any other Offered Certificates purchased at premium might not fully recoup their initial investment. See “Pooling and Servicing Agreement—Termination; Retirement of Certificates”.

Investors in the certificates with a Notional Amount should fully consider the associated risks, including the risk that an extremely rapid rate of prepayment or other liquidation of the Mortgage Loans could result in the failure of such investors to recoup fully their initial investments.

Weighted Average Life

The weighted average life of a Principal Balance Certificate refers to the average amount of time that will elapse from the date of its issuance until each dollar to be applied in reduction of the aggregate certificate balance of those certificates is paid to the related investor. The weighted average life of a Principal Balance Certificate will be influenced by, among other things, the rate at which principal on the Mortgage Loans is paid or otherwise received, which may be in the form of scheduled amortization, voluntary prepayments, Insurance and Condemnation Proceeds and Liquidation Proceeds. Distributions among the various classes of certificates will be made as set forth under “Description of the Certificates—Available Funds—Priority of Distributions” and “Credit Risk Retention—RR Interest—Priority of Distributions”.

Prepayments on Mortgage Loans may be measured by a prepayment standard or model. The “Constant Prepayment Rate” or “CPR” model represents an assumed constant annual rate of prepayment each month, expressed as a per annum percentage of the then-scheduled principal balance of the pool of Mortgage Loans. The “CPY” model represents an assumed CPR prepayment rate after any applicable lockout period, any applicable period in which defeasance is permitted and any applicable yield maintenance period. The depositor also may utilize the “CPP” model, which represents an assumed CPR prepayment rate after any applicable lockout period, any applicable period in which defeasance is permitted, any applicable yield maintenance period and after any fixed penalty period. The model used in this prospectus is the CPP model. As used in each of the following tables, the column headed “0% CPP” assumes that none of the Mortgage Loans is prepaid before its maturity date or Anticipated Repayment Date, as the case may be. The columns headed “25% CPP”, “50% CPP”, “75% CPP” and “100% CPP” assume that prepayments on the Mortgage Loans are made at those levels of CPP. We cannot assure you, however, that prepayments of the Mortgage Loans will conform to any level of CPP, and we make no representation that the Mortgage Loans will prepay at the levels of CPP shown or at any other prepayment rate.

The following tables indicate the percentage of the initial Certificate Balance of each class of Offered Certificates that are Principal Balance Certificates that would be outstanding

542 

after each of the dates shown at various CPPs and the corresponding weighted average life of each such class of Offered Certificates. The tables have been prepared on the basis of the following assumptions (the “Structuring Assumptions”), among others:

● except as otherwise set forth below, the Mortgage Loans have the characteristics set forth on Annex A-1 and the aggregate Cut-off Date Balance of the Mortgage Loans is as described in this prospectus;

● the initial aggregate certificate balance or notional amount, as the case may be, of each interest-bearing class of certificates is as described in this prospectus;

● the pass-through rate for each interest-bearing class of certificates is as described in this prospectus;

● no delinquencies, defaults or losses occur with respect to any of the Mortgage Loans;

● no additional trust fund expenses (including Operating Advisor Expenses) arise, no Servicing Advances are made under the PSA and the only expenses of the issuing entity consist of the Certificate Administrator/Trustee Fees, the Servicing Fees, the CREFC^® Intellectual Property Royalty License Fees, the Asset Representations Reviewer Fees and the Operating Advisor fees, each as set forth on Annex A-1;

● there are no modifications, extensions, waivers or amendments affecting the monthly debt service payments by borrowers on the Mortgage Loans;

● each of the Mortgage Loans provides for monthly debt service payments to be due on the first day of each month, regardless of the actual day of the month on which those payments are otherwise due and regardless of whether the subject date is a business day or not;

● all monthly debt service or balloon payments on the Mortgage Loans are timely received by the applicable master servicer on behalf of the issuing entity on the day on which they are assumed to be due or paid as described in the immediately preceding bullet;

● the ARD Loan in the trust fund is paid in full on its Anticipated Repayment Date;

● no involuntary prepayments are received as to any Mortgage Loan at any time (including, without limitation, as a result of any application of escrows, reserve or holdback amounts if performance criteria are not satisfied);

● except as described in the next two succeeding bullets, no voluntary prepayments are received as to any Mortgage Loan during that Mortgage Loan’s prepayment lockout period, any period when defeasance is permitted, or during any period when principal prepayments on that Mortgage Loan are required to be accompanied by a Prepayment Premium or Yield Maintenance Charge;

● except as otherwise assumed in the immediately preceding two bullets, prepayments are made on each of the Mortgage Loans at the indicated CPPs set forth in the subject tables or other relevant part of this prospectus, without regard to any limitations in those Mortgage Loans on partial voluntary principal prepayments;

● all prepayments on the Mortgage Loans are assumed to be accompanied by a full month’s interest and no Prepayment Interest Shortfalls occur;

543 

● no Yield Maintenance Charges or Prepayment Premiums are collected;

● no person or entity entitled thereto exercises its right of optional termination as described in this prospectus;

● no Mortgage Loan is required to be repurchased, and none of the holders of the Controlling Class (or any other Certificateholder), any special servicer, any master servicer or the holders of the Class R certificates will exercise its option to purchase all the Mortgage Loans and thereby cause an early termination of the issuing entity and no holder of any Subordinate Companion Loan, mezzanine debt or other indebtedness will exercise its option to purchase the related Mortgage Loan;

● distributions on the Offered Certificates are made on the 15th day of each month, commencing in October 2017;

● the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as Moffett Place B4, representing approximately 2.6% of the Initial Pool Balance, amortizes based on the assumed amortization schedule attached to this prospectus as Annex A-4;

● no partial releases have occurred with respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus as 411 East Wisconsin, representing approximately 3.1% of the Initial Pool Balance, as described under “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Releases; Partial Releases”; and

● the Offered Certificates are settled with investors on September 28, 2017.

To the extent that the Mortgage Loans have characteristics that differ from those assumed in preparing the tables set forth below, a class of Principal Balance Certificates may mature earlier or later than indicated by the tables. The tables set forth below are for illustrative purposes only and it is highly unlikely that the Mortgage Loans will actually prepay at any constant rate until maturity or that all the Mortgage Loans will prepay at the same rate. In addition, variations in the actual prepayment experience and the balance of the Mortgage Loans that prepay may increase or decrease the percentages of initial Certificate Balances (and weighted average lives) shown in the following tables. These variations may occur even if the average prepayment experience of the Mortgage Loans were to equal any of the specified CPP percentages. Investors should not rely on the prepayment assumptions set forth in this prospectus and are urged to conduct their own analyses of the rates at which the Mortgage Loans may be expected to prepay, based on their own assumptions. Based on the foregoing assumptions, the following tables indicate the resulting weighted average lives of each class of Offered Certificates and set forth the percentage of the initial Certificate Balance of the class of the certificate that would be outstanding after each of the dates shown at the indicated CPPs.

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Percent of the Initial Certificate Balance
of the Class A-1 Certificates at the Respective CPPs
Set Forth Below:

Distribution Date	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
Closing Date	100%	100%	100%	100%	100%
September 2018	84%	84%	84%	84%	84%
September 2019	67%	67%	67%	67%	67%
September 2020	46%	46%	46%	46%	46%
September 2021	19%	19%	19%	19%	19%
September 2022 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	2.64	2.64	2.64	2.64	2.64

Percent of the Initial Certificate Balance
of the Class A-2 Certificates at the Respective CPPs
Set Forth Below:

Distribution Date	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
Closing Date	100%	100%	100%	100%	100%
September 2018	100%	100%	100%	100%	100%
September 2019	100%	100%	100%	100%	100%
September 2020	100%	100%	100%	100%	100%
September 2021	100%	100%	100%	100%	100%
September 2022 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	4.71	4.71	4.69	4.67	4.47

Percent of the Initial Certificate Balance
of the Class A-3 Certificates at the Respective CPPs
Set Forth Below:

Distribution Date	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
Closing Date	100%	100%	100%	100%	100%
September 2018	100%	100%	100%	100%	100%
September 2019	100%	100%	100%	100%	100%
September 2020	100%	100%	100%	100%	100%
September 2021	100%	100%	100%	100%	100%
September 2022	100%	100%	100%	100%	100%
September 2023	100%	100%	100%	100%	100%
September 2024	33%	33%	33%	33%	32%
September 2025 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	7.13	7.10	7.07	7.02	6.73

Percent of the Initial Certificate Balance
of the Class A-SB Certificates at the Respective CPPs
Set Forth Below:

Distribution Date	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
Closing Date	100%	100%	100%	100%	100%
September 2018	100%	100%	100%	100%	100%
September 2019	100%	100%	100%	100%	100%
September 2020	100%	100%	100%	100%	100%
September 2021	100%	100%	100%	100%	100%
September 2022	95%	95%	95%	95%	95%
September 2023	75%	75%	75%	75%	75%
September 2024	54%	54%	54%	54%	54%
September 2025	33%	33%	33%	33%	33%
September 2026	11%	11%	11%	11%	12%
September 2027 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	7.17	7.17	7.17	7.17	7.18

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Percent of the Initial Certificate Balance
of the Class A-4 Certificates at the Respective CPPs
Set Forth Below:

Distribution Date	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
Closing Date	100%	100%	100%	100%	100%
September 2018	100%	100%	100%	100%	100%
September 2019	100%	100%	100%	100%	100%
September 2020	100%	100%	100%	100%	100%
September 2021	100%	100%	100%	100%	100%
September 2022	100%	100%	100%	100%	100%
September 2023	100%	100%	100%	100%	100%
September 2024	100%	100%	100%	100%	100%
September 2025	100%	100%	100%	100%	100%
September 2026	100%	100%	100%	100%	100%
September 2027 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	9.76	9.70	9.63	9.54	9.30

Percent of the Initial Certificate Balance
of the Class A-5 Certificates at the Respective CPPs
Set Forth Below:

Distribution Date	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
Closing Date	100%	100%	100%	100%	100%
September 2018	100%	100%	100%	100%	100%
September 2019	100%	100%	100%	100%	100%
September 2020	100%	100%	100%	100%	100%
September 2021	100%	100%	100%	100%	100%
September 2022	100%	100%	100%	100%	100%
September 2023	100%	100%	100%	100%	100%
September 2024	100%	100%	100%	100%	100%
September 2025	100%	100%	100%	100%	100%
September 2026	100%	100%	100%	100%	100%
September 2027 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	9.89	9.87	9.85	9.81	9.51

Percent of the Initial Certificate Balance
of the Class A-S Certificates at the Respective CPPs
Set Forth Below:

Distribution Date	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
Closing Date	100%	100%	100%	100%	100%
September 2018	100%	100%	100%	100%	100%
September 2019	100%	100%	100%	100%	100%
September 2020	100%	100%	100%	100%	100%
September 2021	100%	100%	100%	100%	100%
September 2022	100%	100%	100%	100%	100%
September 2023	100%	100%	100%	100%	100%
September 2024	100%	100%	100%	100%	100%
September 2025	100%	100%	100%	100%	100%
September 2026	100%	100%	100%	100%	100%
September 2027 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	9.96	9.96	9.94	9.90	9.63

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Percent of the Initial Certificate Balance
of the Class B Certificates at the Respective CPPs
Set Forth Below:

Distribution Date	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
Closing Date	100%	100%	100%	100%	100%
September 2018	100%	100%	100%	100%	100%
September 2019	100%	100%	100%	100%	100%
September 2020	100%	100%	100%	100%	100%
September 2021	100%	100%	100%	100%	100%
September 2022	100%	100%	100%	100%	100%
September 2023	100%	100%	100%	100%	100%
September 2024	100%	100%	100%	100%	100%
September 2025	100%	100%	100%	100%	100%
September 2026	100%	100%	100%	100%	100%
September 2027 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	9.96	9.96	9.96	9.96	9.64

Percent of the Initial Certificate Balance
of the Class C Certificates at the Respective CPPs
Set Forth Below:

Distribution Date	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
Closing Date	100%	100%	100%	100%	100%
September 2018	100%	100%	100%	100%	100%
September 2019	100%	100%	100%	100%	100%
September 2020	100%	100%	100%	100%	100%
September 2021	100%	100%	100%	100%	100%
September 2022	100%	100%	100%	100%	100%
September 2023	100%	100%	100%	100%	100%
September 2024	100%	100%	100%	100%	100%
September 2025	100%	100%	100%	100%	100%
September 2026	100%	100%	100%	100%	100%
September 2027 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	9.96	9.96	9.96	9.96	9.71

Pre-Tax Yield to Maturity Tables

The following tables indicate the approximate pre-tax yield to maturity on a corporate bond equivalent basis on the Offered Certificates for the specified CPPs based on the assumptions set forth under “—Weighted Average Life” above. It was further assumed that the purchase price of the Offered Certificates is as specified in the tables below, expressed as a percentage of the initial Certificate Balance or Notional Amount, as applicable, plus accrued interest from September 1, 2017 to the Closing Date.

The yields set forth in the following tables were calculated by determining the monthly discount rates that, when applied to the assumed streams of cash flows to be paid on the applicable class of Offered Certificates, would cause the discounted present value of such assumed stream of cash flows to equal the assumed purchase price of such class plus accrued interest, and by converting such monthly rates to semi-annual corporate bond equivalent rates. Such calculations do not take into account shortfalls in collection of interest due to prepayments (or other liquidations) of the Mortgage Loans or the interest rates at which investors may be able to reinvest funds received by them as distributions on the applicable class of certificates (and, accordingly, do not purport to reflect the return on any investment in the applicable class of Offered Certificates when such reinvestment rates are considered).

547 

The characteristics of the Mortgage Loans may differ from those assumed in preparing the tables below. In addition, we cannot assure you that the Mortgage Loans will prepay in accordance with the above assumptions at any of the rates shown in the tables or at any other particular rate, that the cash flows on the applicable class of Offered Certificates will correspond to the cash flows shown in this prospectus or that the aggregate purchase price of such class of Offered Certificates will be as assumed. In addition, it is unlikely that the Mortgage Loans will prepay in accordance with the above assumptions at any of the specified CPPs until maturity or that all the Mortgage Loans will so prepay at the same rate. Timing of changes in the rate of prepayments may significantly affect the actual yield to maturity to investors, even if the average rate of principal prepayments is consistent with the expectations of investors. Investors must make their own decisions as to the appropriate prepayment assumption to be used in deciding whether to purchase any class of Offered Certificates.

For purposes of this prospectus, prepayment assumptions with respect to the Mortgage Loans are presented in terms of the CPP model described under “—Weighted Average Life” above.

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Pre-Tax Yield to Maturity for the Class A-1 Certificates

Assumed Purchase Price (% of Initial Certificate Balance of Class A-1 certificates (in 32nds, excluding accrued interest))	Prepayment Assumption (CPP)
	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
98-00	2.761%	2.762%	2.763%	2.763%	2.763%
99-00	2.359%	2.359%	2.359%	2.359%	2.359%
100-00	1.962%	1.962%	1.962%	1.962%	1.962%
101-00	1.571%	1.570%	1.570%	1.570%	1.570%
102-00	1.186%	1.184%	1.184%	1.184%	1.184%
103-00	0.806%	0.804%	0.803%	0.803%	0.803%
104-00	0.431%	0.429%	0.428%	0.428%	0.428%

Pre-Tax Yield to Maturity for the Class A-2 Certificates

Assumed Purchase Price (% of Initial Certificate Balance of Class A-2 certificates (in 32nds, excluding accrued interest))	Prepayment Assumption (CPP)
	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
98-00	3.520%	3.521%	3.522%	3.524%	3.542%
99-00	3.285%	3.285%	3.286%	3.287%	3.295%
100-00	3.053%	3.053%	3.053%	3.053%	3.052%
101-00	2.824%	2.823%	2.823%	2.821%	2.811%
102-00	2.597%	2.596%	2.595%	2.593%	2.573%
103-00	2.373%	2.372%	2.370%	2.367%	2.338%
104-00	2.151%	2.150%	2.147%	2.143%	2.105%

Pre-Tax Yield to Maturity for the Class A-3 Certificates

Assumed Purchase Price (% of Initial Certificate Balance of Class A-3 certificates (in 32nds, excluding accrued interest))	Prepayment Assumption (CPP)
	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
98-00	3.413%	3.414%	3.416%	3.418%	3.429%
99-00	3.252%	3.253%	3.253%	3.254%	3.260%
100-00	3.093%	3.093%	3.093%	3.093%	3.092%
101-00	2.935%	2.935%	2.934%	2.933%	2.926%
102-00	2.780%	2.779%	2.777%	2.775%	2.762%
103-00	2.626%	2.624%	2.622%	2.619%	2.601%
104-00	2.474%	2.471%	2.469%	2.465%	2.440%

Pre-Tax Yield to Maturity for the Class A-SB Certificates

Assumed Purchase Price (% of Initial Certificate Balance of Class A-SB certificates (in 32nds, excluding accrued interest))	Prepayment Assumption (CPP)
	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
98-00	3.589%	3.589%	3.589%	3.589%	3.589%
99-00	3.427%	3.427%	3.427%	3.427%	3.427%
100-00	3.267%	3.267%	3.267%	3.267%	3.267%
101-00	3.109%	3.109%	3.109%	3.109%	3.109%
102-00	2.953%	2.953%	2.953%	2.953%	2.953%
103-00	2.798%	2.798%	2.798%	2.798%	2.799%
104-00	2.645%	2.645%	2.645%	2.645%	2.646%

549 

Pre-Tax Yield to Maturity for the Class A-4 Certificates

Assumed Purchase Price (% of Initial Certificate Balance of Class A-4 certificates (in 32nds, excluding accrued interest))	Prepayment Assumption (CPP)
	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
98-00	3.425%	3.427%	3.428%	3.430%	3.435%
99-00	3.303%	3.303%	3.304%	3.305%	3.307%
100-00	3.181%	3.181%	3.181%	3.181%	3.181%
101-00	3.061%	3.060%	3.060%	3.059%	3.055%
102-00	2.942%	2.941%	2.940%	2.938%	2.932%
103-00	2.825%	2.823%	2.821%	2.818%	2.810%
104-00	2.709%	2.707%	2.704%	2.700%	2.689%

Pre-Tax Yield to Maturity for the Class A-5 Certificates

Assumed Purchase Price (% of Initial Certificate Balance of Class A-5 certificates (in 32nds, excluding accrued interest))	Prepayment Assumption (CPP)
	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
98-00	3.688%	3.689%	3.689%	3.690%	3.696%
99-00	3.565%	3.565%	3.566%	3.566%	3.569%
100-00	3.444%	3.443%	3.443%	3.443%	3.443%
101-00	3.323%	3.323%	3.323%	3.322%	3.319%
102-00	3.205%	3.204%	3.204%	3.203%	3.196%
103-00	3.087%	3.086%	3.086%	3.084%	3.074%
104-00	2.971%	2.970%	2.969%	2.967%	2.954%

Pre-Tax Yield to Maturity for the Class X-A Certificates

Assumed Purchase Price (% of Initial Notional Amount of Class X-A certificates (in 32nds, excluding accrued interest))	Prepayment Assumption (CPP)
	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
4-16	11.746%	11.689%	11.621%	11.527%	11.083%
5-00	8.844%	8.782%	8.708%	8.606%	8.128%
5-16	6.371%	6.304%	6.225%	6.115%	5.608%
6-00	4.227%	4.155%	4.071%	3.955%	3.420%
6-16	2.340%	2.264%	2.176%	2.054%	1.495%
7-00	0.660%	0.581%	0.489%	0.361%	-0.221%
7-16	-0.850%	-0.932%	-1.028%	-1.160%	-1.764%

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Pre-Tax Yield to Maturity for the Class X-B Certificates

Assumed Purchase Price (% of Initial Notional Amount of Class X-B certificates (in 32nds, excluding accrued interest))	Prepayment Assumption (CPP)
	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
0-24	33.769%	33.773%	33.764%	33.743%	33.543%
1-00	22.575%	22.585%	22.575%	22.549%	22.291%
1-08	15.424%	15.439%	15.428%	15.398%	15.091%
1-16	10.319%	10.338%	10.327%	10.293%	9.947%
1-24	6.416%	6.439%	6.427%	6.390%	6.011%
2-00	3.290%	3.316%	3.304%	3.264%	2.856%
2-08	0.703%	0.732%	0.720%	0.677%	0.244%

Pre-Tax Yield to Maturity for the Class A-S Certificates

Assumed Purchase Price (% of Initial Certificate Balance of Class A-S certificates (in 32nds, excluding accrued interest))	Prepayment Assumption (CPP)
	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
98-00	4.007%	4.007%	4.007%	4.008%	4.013%
99-00	3.882%	3.882%	3.883%	3.883%	3.885%
100-00	3.760%	3.760%	3.760%	3.759%	3.759%
101-00	3.638%	3.638%	3.638%	3.637%	3.634%
102-00	3.518%	3.518%	3.518%	3.517%	3.511%
103-00	3.400%	3.400%	3.399%	3.398%	3.389%
104-00	3.282%	3.282%	3.282%	3.280%	3.268%

Pre-Tax Yield to Maturity for the Class B Certificates

Assumed Purchase Price (% of Initial Certificate Balance of Class B certificates (in 32nds, excluding accrued interest))	Prepayment Assumption (CPP)
	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
98-00	4.212%	4.212%	4.212%	4.212%	4.219%
99-00	4.087%	4.087%	4.087%	4.087%	4.090%
100-00	3.963%	3.963%	3.963%	3.963%	3.962%
101-00	3.840%	3.840%	3.840%	3.840%	3.836%
102-00	3.719%	3.719%	3.719%	3.719%	3.712%
103-00	3.599%	3.599%	3.599%	3.599%	3.589%
104-00	3.481%	3.481%	3.481%	3.481%	3.467%

Pre-Tax Yield to Maturity for the Class C Certificates

Assumed Purchase Price (% of Initial Certificate Balance of Class C certificates (in 32nds, excluding accrued interest))	Prepayment Assumption (CPP)
	0% CPP	25% CPP	50% CPP	75% CPP	100% CPP
98-00	4.351%	4.352%	4.352%	4.353%	4.360%
99-00	4.225%	4.225%	4.226%	4.226%	4.231%
100-00	4.100%	4.100%	4.100%	4.101%	4.103%
101-00	3.976%	3.976%	3.977%	3.978%	3.977%
102-00	3.854%	3.854%	3.855%	3.856%	3.853%
103-00	3.733%	3.734%	3.734%	3.735%	3.729%
104-00	3.614%	3.614%	3.615%	3.616%	3.608%

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Material Federal Income Tax Considerations

General

The following is a general discussion of the anticipated material federal income tax consequences of the purchase, ownership and disposition of the certificates. The discussion below does not purport to address all federal income tax consequences that may be applicable to particular categories of investors (such as banks, insurance companies, securities dealers, foreign persons, investors whose functional currency is not the U.S. dollar, and investors that hold the certificates as part of a “straddle” or “conversion transaction”), some of which may be subject to special rules. The authorities on which this discussion is based are subject to change or differing interpretations, and any such change or interpretation could apply retroactively. This discussion reflects the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), as well as regulations (the “REMIC Regulations”) promulgated by the U.S. Department of the Treasury and the IRS. Investors are encouraged to consult their tax advisors in determining the federal, state, local or any other tax consequences to them of the purchase, ownership and disposition of the certificates.

Two separate real estate mortgage investment conduit (“REMIC”) elections will be made with respect to designated portions of the issuing entity (the “Lower-Tier REMIC” and the “Upper-Tier REMIC”, and, together, the “Trust REMICs”). The Lower-Tier REMIC will hold the Mortgage Loans (excluding Excess Interest) and certain other assets and will issue (i) certain classes of regular interests (the “Lower-Tier Regular Interests”) to the Upper-Tier REMIC and (ii) an uncertificated interest represented by the Class R certificates as the sole class of “residual interests” in the Lower-Tier REMIC.

The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will issue (i) the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-G, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G certificates and the RR Interest (in the case of the RR Interest, excluding the right to receive Excess Interest) (the “Regular Interests”), each representing a regular interest in the Upper-Tier REMIC and (ii) an uncertificated interest represented by the Class R certificates as the sole class of “residual interests” in the Upper-Tier REMIC.

Qualification as a REMIC requires ongoing compliance with certain conditions. Assuming (i) the making of appropriate elections, (ii) compliance with the PSA and the Intercreditor Agreements, (iii) compliance with the provisions of any Non-Serviced PSA and any amendments thereto and the continued qualification of the REMICs formed under any Non-Serviced PSA and (iv) compliance with any changes in the law, including any amendments to the Code or applicable Treasury regulations thereunder, in the opinion of Cadwalader, Wickersham & Taft LLP, special tax counsel to the depositor, (a) each Trust REMIC will qualify as a REMIC on the Closing Date and thereafter, (b) each of the Lower-Tier Regular Interests will constitute a “regular interest” in the Lower-Tier REMIC, (c) each of the Regular Interests will constitute a “regular interest” in the Upper-Tier REMIC and (d) the Class R certificates will evidence the sole class of “residual interests” in each Trust REMIC.

In addition, in the opinion of Cadwalader, Wickersham & Taft LLP, special tax counsel to the depositor, the Excess Interest and the Excess Interest Distribution Account will be treated as a grantor trust (the “Grantor Trust”) for federal income tax purposes under chapter 1, subpart J, part I, subchapter E of the Code and the RR Interest and the Class V certificates will represent undivided beneficial interests in the Excess Interest and the Excess Interest Distribution Account.

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Qualification as a REMIC

In order for each Trust REMIC to qualify as a REMIC, there must be ongoing compliance on the part of such Trust REMIC with the requirements set forth in the Code. Each Trust REMIC must fulfill an asset test, which requires that no more than a de minimis portion of the assets of such Trust REMIC, as of the close of the third calendar month beginning after the Closing Date (which for purposes of this discussion is the date of the issuance of the Regular Interests, the “Startup Day”) and at all times thereafter, may consist of assets other than “qualified mortgages” and “permitted investments”. The REMIC Regulations provide a safe harbor pursuant to which the de minimis requirements will be met if at all times the aggregate adjusted basis of the nonqualified assets is less than 1% of the aggregate adjusted basis of all such Trust REMIC’s assets. Each Trust REMIC also must provide “reasonable arrangements” to prevent its residual interest from being held by “disqualified organizations” or their agents and must furnish applicable tax information to transferors or agents that violate this restriction. The PSA will provide that no legal or beneficial interest in the Class R certificates may be transferred or registered unless certain conditions, designed to prevent violation of this restriction, are met. Consequently, it is expected that each Trust REMIC will qualify as a REMIC at all times that any of its regular interests are outstanding.

A qualified mortgage is any obligation that is principally secured by an interest in real property and that is either transferred to a REMIC on the Startup Day or is purchased by a REMIC within a 3 month period thereafter pursuant to a fixed price contract in effect on the Startup Day. Qualified mortgages include (i) whole mortgage loans or split-note interests in such mortgage loans, such as the Mortgage Loans; provided that, in general, (a) the fair market value of the real property security (including buildings and structural components of the real property security) (reduced by (1) the amount of any lien on the real property security that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property security that is in parity with the Mortgage Loan) is at least 80% of the aggregate principal balance of such Mortgage Loan either at origination or as of the Startup Day (a loan-to-value ratio of not more than 125% with respect to the real property security) or (b) substantially all the proceeds of the Mortgage Loan were used to acquire, improve or protect an interest in real property that, at the date of origination, was the only security for the Mortgage Loan, and (ii) regular interests in another REMIC, such as the Lower-Tier Regular Interests that will be held by the Upper-Tier REMIC. If a Mortgage Loan was not in fact principally secured by real property or is otherwise not a qualified mortgage, it must be disposed of within 90 days of discovery of such defect, or otherwise ceases to be a qualified mortgage after such 90-day period.

Permitted investments include “cash flow investments”, “qualified reserve assets” and “foreclosure property”. A cash flow investment is an investment, earning a return in the nature of interest, of amounts received on or with respect to qualified mortgages for a temporary period, not exceeding 13 months, until the next scheduled distribution to holders of interests in the REMIC. A qualified reserve asset is any intangible property held for investment that is part of any reasonably required reserve maintained by the REMIC to provide for payments of expenses of the REMIC or amounts due on its regular or residual interests in the event of defaults (including delinquencies) on the qualified mortgages, lower than expected reinvestment returns, Prepayment Interest Shortfalls and certain other contingencies. The Trust REMICs will not hold any qualified reserve assets. Foreclosure property is real property acquired by a REMIC in connection with the default or imminent default of a qualified mortgage and maintained by the REMIC in compliance with applicable rules and personal property that is incidental to such real property; provided that the mortgage loan sellers had no knowledge or reason to know, as of the Startup Day, that such

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a default had occurred or would occur. Foreclosure property may generally not be held after the close of the third calendar year beginning after the date the issuing entity acquires such property, with one extension that may be granted by the IRS.

A mortgage loan held by a REMIC will fail to be a qualified mortgage if it is “significantly modified” unless default is “reasonably foreseeable” or where the servicer believes there is a “significant risk of default” upon maturity of the mortgage loan or at an earlier date, and that by making such modification the risk of default is substantially reduced. A mortgage loan held by a REMIC will not be considered to have been “significantly modified” following the release of the lien on a portion of the real property collateral if (a) the release is pursuant to a defeasance permitted under the mortgage loan documents that occurs more than two years after the startup day of the REMIC or (b) following the release the loan-to-value ratio for the mortgage loan is not more than 125% with respect to the real property security. Furthermore, if the release is not pursuant to a defeasance and following the release the loan-to-value ratio for the mortgage loan is greater than 125%, the mortgage loan will continue to be a qualified mortgage if the release is part of a “qualified paydown transaction” in accordance with Revenue Procedure 2010-30.

In addition to the foregoing requirements, the various interests in a REMIC also must meet certain requirements. All of the interests in a REMIC must be either of the following: (i) one or more classes of regular interests or (ii) a single class of residual interests on which distributions, if any, are made pro rata. A regular interest is an interest in a REMIC that is issued on the Startup Day with fixed terms, is designated as a regular interest, and unconditionally entitles the holder to receive a specified principal amount (or other similar amount), and provides that interest payments (or other similar amounts), if any, at or before maturity either are payable based on a fixed rate or a qualified variable rate, or consist of a specified, nonvarying portion of the interest payments on the qualified mortgages. The rate on the specified portion may be a fixed rate, a variable rate, or the difference between one fixed or qualified variable rate and another fixed or qualified variable rate. The specified principal amount of a regular interest that provides for interest payments consisting of a specified, nonvarying portion of interest payments on qualified mortgages may be zero. An interest in a REMIC may be treated as a regular interest even if payments of principal with respect to such interest are subordinated to payments on other regular interests or the residual interest in the REMIC, and are dependent on the absence of defaults or delinquencies on qualified mortgages or permitted investments, lower than reasonably expected returns on permitted investments, expenses incurred by the REMIC or Prepayment Interest Shortfalls. A residual interest is an interest in a REMIC other than a regular interest that is issued on the Startup Day that is designated as a residual interest. Accordingly, each of the Lower-Tier Regular Interests will constitute a class of regular interests in the Lower-Tier REMIC, each class of the Regular Interests will constitute a class of regular interests in the Upper-Tier REMIC, and the Class R certificates will represent the sole class of residual interests in each Trust REMIC.

If an entity fails to comply with one or more of the ongoing requirements of the Code for status as a REMIC during any taxable year, the Code provides that the entity or applicable portion of it will not be treated as a REMIC for such year and thereafter. In this event, any entity with debt obligations with two or more maturities, such as the Trust REMICs, may be treated as a separate association taxable as a corporation under Treasury regulations, and the certificates may be treated as equity interests in such an association. The Code, however, authorizes the Treasury Department to issue regulations that address situations where failure to meet one or more of the requirements for REMIC status occurs inadvertently and in good faith. Investors should be aware, however, that the Conference Committee Report to the Tax Reform Act of 1986 (the “1986 Act”) indicates that the relief

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may be accompanied by sanctions, such as the imposition of a corporate tax on all or a portion of a REMIC’s income for the period of time in which the requirements for REMIC status are not satisfied.

Status of Offered Certificates

Offered Certificates held by a real estate investment trust will constitute “real estate assets” within the meaning of Code Section 856(c)(5)(B), and interest (including original issue discount) on the Offered Certificates will be considered “interest on obligations secured by mortgages on real property or on interests in real property” within the meaning of Code Section 856(c)(3)(B) in the same proportion that, for both purposes, the assets of the issuing entity would be so treated. For purposes of Code Section 856(c)(5)(B), payments of principal and interest on the Mortgage Loans that are reinvested pending distribution to holders of Offered Certificates qualify for such treatment. Offered Certificates held by a domestic building and loan association will be treated as “loans . . . secured by an interest in real property which is . . . residential real property” within the meaning of Code Section 7701(a)(19)(C)(v) or as other assets described in Code Section 7701(a)(19)(C) only to the extent the Mortgage Loans are secured by residential real property. As of the Cut-off Date, twenty-five (25) of the Mortgaged Properties securing twenty-five (25) Mortgage Loans representing 22.2% of the Initial Pool Balance, are multifamily properties. Holders of Offered Certificates should consult their tax advisors whether the foregoing percentage or some other percentage applies to their Offered Certificates. If at all times 95% or more of the assets of the issuing entity qualify for each of the foregoing treatments, the Offered Certificates will qualify for the corresponding status in their entirety. For the purposes of the foregoing determinations, the Trust REMICs will be treated as a single REMIC. In addition, Mortgage Loans that have been defeased with government securities will not qualify for such treatment. Offered Certificates will be “qualified mortgages” within the meaning of Code Section 860G(a)(3) for another REMIC if transferred to that REMIC within a prescribed time period in exchange for regular or residual interests in that REMIC. Moreover, Offered Certificates held by certain financial institutions will constitute an “evidence of indebtedness” within the meaning of Code Section 582(c)(1).

Taxation of Regular Interests

General

Each class of Regular Interests represents a regular interest in the Upper-Tier REMIC. The Regular Interests will represent newly originated debt instruments for federal income tax purposes. In general, interest, original issue discount and market discount on a Regular Interest will be treated as ordinary income to the holder of a Regular Interest (a “Regular Interestholder”), and principal payments on a Regular Interest will be treated as a return of capital to the extent of the Regular Interestholder’s basis in the Regular Interest. Regular Interestholders must use the accrual method of accounting with regard to the Regular Interests, regardless of the method of accounting otherwise used by such Regular Interestholders.

Original Issue Discount

Holders of Regular Interests issued with original issue discount generally must include original issue discount in ordinary income for federal income tax purposes as it accrues in accordance with the constant yield method, which takes into account the compounding of interest, in advance of receipt of the cash attributable to such income. The following discussion is based in part on temporary and final Treasury regulations (the “OID Regulations”) under Code Sections 1271 through 1273 and 1275 and in part on the

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provisions of the 1986 Act. Regular Interestholders should be aware, however, that the OID Regulations do not adequately address certain issues relevant to prepayable securities, such as the Regular Interests. To the extent such issues are not addressed in the OID Regulations, the certificate administrator will apply the methodology described in the Conference Committee Report to the 1986 Act. No assurance can be provided that the IRS will not take a different position as to those matters not currently addressed by the OID Regulations. Moreover, the OID Regulations include an anti-abuse rule allowing the IRS to apply or depart from the OID Regulations if necessary or appropriate to ensure a reasonable tax result in light of the applicable statutory provisions. A tax result will not be considered unreasonable under the anti-abuse rule, however, in the absence of a substantial effect on the present value of a taxpayer’s tax liability. Investors are advised to consult their own tax advisors as to the discussion in this prospectus and the appropriate method for reporting interest and original issue discount with respect to the Regular Interests.

Each Regular Interest will be treated as an installment obligation for purposes of determining the original issue discount includible in a Regular Interestholder’s income. The total amount of original issue discount on a Regular Interest is the excess of the “stated redemption price at maturity” of the Regular Interest over its “issue price”. The issue price of a class of Regular Interests is the first price at which a substantial amount of Regular Interests of such class is sold to investors (excluding bond houses, brokers and underwriters) (in the case of the RR Interest, as decreased for the portion of the price allocable to the right to receive Excess Interest). Although unclear under the OID Regulations, the certificate administrator will treat the issue price of Regular Interests for which there is no substantial sale as of the issue date as the fair market value of such Regular Interests as of the issue date (in the case of the RR Interest, as decreased for the portion of the price allocable to the right to receive Excess Interest). The issue price of the Regular Interests also includes the amount paid by an initial Regular Interestholder for accrued interest that relates to a period prior to the issue date of such class of Regular Interests. The stated redemption price at maturity of a Regular Interest is the sum of all payments provided by the debt instrument other than any qualified stated interest payments. Under the OID Regulations, qualified stated interest generally means interest payable at a single fixed rate or a qualified variable rate; provided that such interest payments are unconditionally payable at intervals of one year or less during the entire term of the obligation. Because there is no penalty or default remedy in the case of nonpayment of interest with respect to a Regular Interest, it is possible that no interest on any class of Regular Interests will be treated as qualified stated interest. However, because the Mortgage Loans provide for remedies in the event of default, the certificate administrator will treat all payments of stated interest on the Regular Interests (other than the Class X Certificates) as qualified stated interest (other than accrued interest distributed on the first Distribution Date for the number of days that exceed the interval between the Closing Date and the first Distribution Date).

It is anticipated that the certificate administrator will treat the Class X-A and Class X-B certificates as having no qualified stated interest. Accordingly, such classes will be considered to be issued with original issue discount in an amount equal to the excess of all distributions of interest expected to be received on such classes over their respective issue prices (including interest accrued prior to the Closing Date). Any “negative” amounts of original issue discount on such classes attributable to rapid prepayments with respect to the Mortgage Loans will not be deductible currently. The holder of a Class X-A or Class X-B certificate may be entitled to a deduction for a loss, which may be a capital loss, to the extent it becomes certain that such holder will not recover a portion of its basis in such class, assuming no further prepayments. In the alternative, it is possible that rules similar to the “noncontingent bond method” of the contingent interest rules of the OID Regulations

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may be promulgated with respect to such classes. Unless and until required otherwise by applicable authority, it is not anticipated that the contingent interest rules will apply.

Under a de minimis rule, original issue discount on a Regular Interest will be considered to be zero if such original issue discount is less than 0.25% of the stated redemption price at maturity of the Regular Interest multiplied by the weighted average maturity of the Regular Interest. For this purpose, the weighted average maturity of the Regular Interest is computed as the sum of the amounts determined by multiplying the number of full years (i.e., rounding down partial years) from the issue date until each distribution in reduction of stated redemption price at maturity is scheduled to be made by a fraction, the numerator of which is the amount of each distribution included in the stated redemption price at maturity of the Regular Interest and the denominator of which is the stated redemption price at maturity or anticipated repayment date of the Regular Interest. The Conference Committee Report to the 1986 Act provides that the schedule of such distributions should be determined in accordance with the assumed rate of prepayment on the Mortgage Loans used in pricing the transaction, i.e., 0% CPR; provided that it is assumed that any ARD Loan prepays on its anticipated repayment date (the “Prepayment Assumption”). See “Yield and Maturity Considerations—Weighted Average Life” above. Holders generally must report de minimis original issue discount pro rata as principal payments are received, and such income will be capital gain if the Regular Interest is held as a capital asset. Under the OID Regulations, however, Regular Interestholders may elect to accrue all de minimis original issue discount, as well as market discount and premium, under the constant yield method. See “—Election To Treat All Interest Under the Constant Yield Method” below.

A holder of a Regular Interest issued with original issue discount generally must include in gross income for any taxable year the sum of the “daily portions”, as defined below, of the original issue discount on the Regular Interest accrued during an accrual period for each day on which it holds the Regular Interest, including the date of purchase but excluding the date of disposition. With respect to each such Regular Interest, a calculation will be made of the original issue discount that accrues during each successive full accrual period that ends on the day prior to each Distribution Date with respect to the Regular Interests, assuming that prepayments and extensions with respect to the Mortgage Loans will be made in accordance with the Prepayment Assumption. The original issue discount accruing in a full accrual period will be the excess, if any, of (i) the sum of (a) the present value of all of the remaining distributions to be made on the Regular Interest as of the end of that accrual period and (b) the distributions made on the Regular Interest during the accrual period that are included in the Regular Interest’s stated redemption price at maturity, over (ii) the adjusted issue price of the Regular Interest at the beginning of the accrual period. The present value of the remaining distributions referred to in the preceding sentence is calculated based on (i) the yield to maturity of the Regular Interest as of the Startup Day, (ii) events (including actual prepayments) that have occurred prior to the end of the accrual period and (iii) the assumption that the remaining payments will be made in accordance with the original Prepayment Assumption. For these purposes, the adjusted issue price of a Regular Interest at the beginning of any accrual period equals the issue price of the Regular Interest, increased by the aggregate amount of original issue discount with respect to the Regular Interest that accrued in all prior accrual periods and reduced by the amount of distributions included in the Regular Interest’s stated redemption price at maturity that were made on the Regular Interest that were attributable to such prior periods. The original issue discount accruing during any accrual period (as determined in this paragraph) will then be divided by the number of days in the period to determine the daily portion of original issue discount for each day in the period.

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Under the method described above, the daily portions of original issue discount required to be included as ordinary income by a Regular Interestholder (other than a holder of a Class X-A or Class X-B certificate) generally will increase to take into account prepayments on the Regular Interests as a result of prepayments on the Mortgage Loans that exceed the Prepayment Assumption, and generally will decrease (but not below zero for any period) if the prepayments are slower than the Prepayment Assumption. Due to the unique nature of interest-only certificates, the preceding sentence may not apply in the case of the Class X-A or Class X-B certificates.

Acquisition Premium

A purchaser of a Regular Interest at a price greater than its adjusted issue price and less than its remaining stated redemption price at maturity will be required to include in gross income the daily portions of the original issue discount on the Regular Interest reduced pro rata by a fraction, the numerator of which is the excess of its purchase price over such adjusted issue price and the denominator of which is the excess of the remaining stated redemption price at maturity over the adjusted issue price. Alternatively, such a purchaser may elect to treat all such acquisition premium under the constant yield method, as described under “—Election To Treat All Interest Under the Constant Yield Method” below.

Market Discount

A purchaser of a Regular Interest also may be subject to the market discount rules of Code Sections 1276 through 1278. Under these Code sections and the principles applied by the OID Regulations in the context of original issue discount, “market discount” is the amount by which the purchaser’s original basis in the Regular Interest (i) is exceeded by the remaining outstanding principal payments and non-qualified stated interest payments due on the Regular Interest, or (ii) in the case of a Regular Interest having original issue discount, is exceeded by the adjusted issue price of such Regular Interest at the time of purchase. Such purchaser generally will be required to recognize ordinary income to the extent of accrued market discount on such Regular Interest as distributions includible in its stated redemption price at maturity are received, in an amount not exceeding any such distribution. Such market discount would accrue in a manner to be provided in Treasury regulations and should take into account the Prepayment Assumption. The Conference Committee Report to the 1986 Act provides that until such regulations are issued, such market discount would accrue, at the election of the holder, either (i) on the basis of a constant interest rate or (ii) in the ratio of interest accrued for the relevant period to the sum of the interest accrued for such period plus the remaining interest after the end of such period, or, in the case of classes issued with original issue discount, in the ratio of original issue discount accrued for the relevant period to the sum of the original issue discount accrued for such period plus the remaining original issue discount after the end of such period. Such purchaser also generally will be required to treat a portion of any gain on a sale or exchange of the Regular Interest as ordinary income to the extent of the market discount accrued to the date of disposition under one of the foregoing methods, less any accrued market discount previously reported as ordinary income as partial distributions in reduction of the stated redemption price at maturity were received. Such purchaser will be required to defer deduction of a portion of the excess of the interest paid or accrued on indebtedness incurred to purchase or carry the Regular Interest over the interest (including original issue discount) distributable on the Regular Interest. The deferred portion of such interest expense in any taxable year generally will not exceed the accrued market discount on the Regular Interest for such year. Any such deferred interest expense is, in general, allowed as a deduction not later than the year in which the related market discount income is recognized or the Regular Interest is disposed of. As an alternative to the inclusion of market discount in income on the foregoing basis, the Regular Interestholder may elect to

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include market discount in income currently as it accrues on all market discount instruments acquired by such Regular Interestholder in that taxable year or thereafter, in which case the interest deferral rule will not apply. See “—Election To Treat All Interest Under the Constant Yield Method” below regarding making the election under Code Section 171 and an alternative manner in which such election may be deemed to be made.

Market discount with respect to a Regular Interest will be considered to be zero if such market discount is less than 0.25% of the remaining stated redemption price at maturity of such Regular Interest multiplied by the weighted average maturity of the Regular Interest remaining after the date of purchase. For this purpose, the weighted average maturity is determined by multiplying the number of full years (i.e., rounding down partial years) from the issue date until each distribution in reduction of stated redemption price at maturity is scheduled to be made by a fraction, the numerator of which is the amount of each such distribution included in the stated redemption price at maturity of the Regular Interest and the denominator of which is the total stated redemption price at maturity of the Regular Interest. It appears that de minimis market discount would be reported pro rata as principal payments are received. Treasury regulations implementing the market discount rules have not yet been proposed, and investors should therefore consult their own tax advisors regarding the application of these rules as well as the advisability of making any of the elections with respect to such rules. Investors should also consult Revenue Procedure 92-67 concerning the elections to include market discount in income currently and to accrue market discount on the basis of the constant yield method.

Premium

A Regular Interest purchased upon initial issuance or in the secondary market at a cost greater than its remaining stated redemption price at maturity generally is considered to be purchased at a premium. If the Regular Interestholder holds such Regular Interest as a “capital asset” within the meaning of Code Section 1221, the Regular Interestholder may elect under Code Section 171 to amortize such premium under the constant yield method. See “—Election To Treat All Interest Under the Constant Yield Method” below regarding making the election under Code Section 171 and an alternative manner in which the Code Section 171 election may be deemed to be made. Final Treasury regulations under Code Section 171 do not, by their terms, apply to prepayable obligations such as the Regular Interests. The Conference Committee Report to the 1986 Act indicates a Congressional intent that the same rules that will apply to the accrual of market discount on installment obligations will also apply to amortizing bond premium under Code Section 171 on installment obligations such as the Regular Interests, although it is unclear whether the alternatives to the constant interest method described above under “—Market Discount” are available. Amortizable bond premium will be treated as an offset to interest income on a Regular Interest rather than as a separate deduction item. It is anticipated that the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-S, Class B and Class C certificates will be issued at a premium for federal income tax purposes.

Election To Treat All Interest Under the Constant Yield Method

A holder of a debt instrument such as a Regular Interest may elect to treat all interest that accrues on the instrument using the constant yield method, with none of the interest being treated as qualified stated interest. For purposes of applying the constant yield method to a debt instrument subject to such an election, (i) ”interest” includes stated interest, original issue discount, de minimis original issue discount, market discount and de minimis market discount, as adjusted by any amortizable bond premium or acquisition premium and (ii) the debt instrument is treated as if the instrument were issued on the holder’s acquisition date in the amount of the holder’s adjusted basis immediately after

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acquisition. It is unclear whether, for this purpose, the initial Prepayment Assumption would continue to apply or if a new prepayment assumption as of the date of the holder’s acquisition would apply. A holder generally may make such an election on an instrument by instrument basis or for a class or group of debt instruments. However, if the holder makes such an election with respect to a debt instrument with amortizable bond premium or with market discount, the holder is deemed to have made elections to amortize bond premium or to report market discount income currently as it accrues under the constant yield method, respectively, for all premium bonds held or acquired or market discount bonds acquired by the holder on the first day of the year of the election or thereafter. The election is made on the holder’s federal income tax return for the year in which the debt instrument is acquired and is irrevocable except with the approval of the IRS. Investors are encouraged to consult their tax advisors regarding the advisability of making such an election.

Treatment of Losses

Holders of the Regular Interests will be required to report income with respect to the Regular Interests on the accrual method of accounting, without giving effect to delays or reductions in distributions attributable to defaults or delinquencies on the Mortgage Loans, except to the extent it can be established that such losses are uncollectible. Accordingly, a Regular Interestholder may have income, or may incur a diminution in cash flow as a result of a default or delinquency, but may not be able to take a deduction (subject to the discussion below) for the corresponding loss until a subsequent taxable year. In this regard, investors are cautioned that while they generally may cease to accrue interest income if it reasonably appears that the interest will be uncollectible, the IRS may take the position that original issue discount must continue to be accrued in spite of its uncollectibility until the debt instrument is disposed of in a taxable transaction or becomes worthless in accordance with the rules of Code Section 166. The following discussion may not apply to holders of interest-only Regular Interests. Under Code Section 166, it appears that the holders of Regular Interests that are corporations or that otherwise hold the Regular Interests in connection with a trade or business should in general be allowed to deduct as an ordinary loss any such loss sustained (and not previously deducted) during the taxable year on account of any such Regular Interests becoming wholly or partially worthless, and that, in general, the Regular Interestholders that are not corporations and do not hold the Regular Interests in connection with a trade or business will be allowed to deduct as a short term capital loss any loss with respect to principal sustained during the taxable year on account of such Regular Interests becoming wholly worthless. Although the matter is not free from doubt, such non-corporate holders of Regular Interests should be allowed a bad debt deduction at such time as the certificate balance of any class of such Regular Interests is reduced to reflect losses on the Mortgage Loans below such holder’s basis in the Regular Interests. The IRS, however, could take the position that non-corporate holders will be allowed a bad debt deduction to reflect such losses only after the classes of Regular Interests have been otherwise retired. The IRS could also assert that losses on a class of Regular Interests are deductible based on some other method that may defer such deductions for all holders, such as reducing future cash flow for purposes of computing original issue discount. This may have the effect of creating “negative” original issue discount that, with the possible exception of the method discussed in the following sentence, would be deductible only against future positive original issue discount or otherwise upon termination of the applicable class. Although not free from doubt, a holder of Regular Interests with negative original issue discount may be entitled to deduct a loss to the extent that its remaining basis would exceed the maximum amount of future payments to which such holder was entitled, assuming no further prepayments. No bad debt losses will be allowed with respect to the Class X Certificates. Regular Interestholders are urged to consult their own tax advisors regarding the appropriate timing, amount and character of

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any loss sustained with respect to such Regular Interests. Special loss rules are applicable to banks and thrift institutions, including rules regarding reserves for bad debts. Such taxpayers are advised to consult their tax advisors regarding the treatment of losses on the Regular Interests.

Yield Maintenance Charges and Prepayment Premiums

Yield Maintenance Charges and Prepayment Premiums actually collected on the Mortgage Loans will be distributed as described in “Description of the Certificates—Allocation of Yield Maintenance Charges and Prepayment Premiums”. It is not entirely clear under the Code when the amount of Yield Maintenance Charges and Prepayment Premiums so allocated should be taxed to the holders of such classes of certificates, but it is not expected, for federal income tax reporting purposes, that Yield Maintenance Charges and Prepayment Premiums will be treated as giving rise to any income to the holder of such class of certificates prior to the certificate administrator’s actual receipt of Yield Maintenance Charges and Prepayment Premiums. Yield Maintenance Charges and Prepayment Premiums, if any, may be treated as paid upon the retirement or partial retirement of such classes of certificates. The IRS may disagree with these positions. Certificateholders should consult their own tax advisors concerning the treatment of Yield Maintenance Charges and Prepayment Premiums.

Sale or Exchange of Regular Interests

If a Regular Interestholder sells or exchanges a Regular Interest, such Regular Interestholder will recognize gain or loss equal to the difference, if any, between the amount received and its adjusted basis in the Regular Interest. The adjusted basis of a Regular Interest generally will equal the cost of the Regular Interest to the seller, increased by any original issue discount or market discount previously included in the seller’s gross income with respect to the Regular Interest and reduced by amounts included in the stated redemption price at maturity of the Regular Interest that were previously received by the seller, by any amortized premium, and by any deductible losses on the Regular Interest.

Except as described above with respect to market discount, and except as provided in this paragraph, any gain or loss on the sale or exchange of a Regular Interest realized by an investor that holds the Regular Interest as a capital asset will be capital gain or loss and will be long term or short term depending on whether the Regular Interest has been held for the long term capital gain holding period (more than one year). Such gain will be treated as ordinary income: (i) if the Regular Interest is held as part of a “conversion transaction” as defined in Code Section 1258(c), up to the amount of interest that would have accrued on the Regular Interestholder’s net investment in the conversion transaction at 120% of the appropriate applicable federal rate under Code Section 1274(d) in effect at the time the taxpayer entered into the transaction minus any amount previously treated as ordinary income with respect to any prior disposition of property that was held as part of such transaction; (ii) in the case of a non-corporate taxpayer, to the extent such taxpayer has made an election under Code Section 163(d)(4) to have net capital gains taxed as investment income at ordinary income rates; or (iii) to the extent that such gain does not exceed the excess, if any, of (a) the amount that would have been includible in the gross income of the Regular Interestholder if his yield on such Regular Interest were 110% of the applicable federal rate as of the date of purchase, over (b) the amount of income actually includible in the gross income of such Regular Interestholder with respect to the Regular Interest. In addition, gain or loss recognized from the sale of a Regular Interest by certain banks or thrift institutions will be treated as ordinary income or loss pursuant to Code Section 582(c). Long-term capital gains of certain non-corporate taxpayers generally are subject to a lower maximum tax rate than ordinary income of such taxpayers for property

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held for more than one year. The maximum tax rate for corporations is the same with respect to both ordinary income and capital gains. In connection with a sale or exchange of a RR Interest, the related Certificateholder must separately account for the sale or exchange of the related “regular interest” in the Upper-Tier REMIC and the related interest in the Grantor Trust.

Taxes That May Be Imposed on a REMIC

Prohibited Transactions

Income from certain transactions by either Trust REMIC, called prohibited transactions, will not be part of the calculation of income or loss includible in the federal income tax returns of holders of the Class R certificates, but rather will be taxed directly to the Trust REMIC at a 100% rate. Prohibited transactions generally include (i) the disposition of a qualified mortgage other than for (a) substitution within two years of the Startup Day for a defective (including a defaulted) obligation (or repurchase in lieu of substitution of a defective (including a defaulted) obligation at any time) or for any qualified mortgage within 3 months of the Startup Day, (b) foreclosure, default or imminent default of a qualified mortgage, (c) bankruptcy or insolvency of the REMIC, or (d) a qualified (complete) liquidation, (ii) the receipt of income from assets that are not the type of mortgages or investments that the REMIC is permitted to hold, (iii) the receipt of compensation for services or (iv) the receipt of gain from disposition of cash flow investments other than pursuant to a qualified liquidation. Notwithstanding (i) and (iv), it is not a prohibited transaction to sell REMIC property to prevent a default on regular interests as a result of a default on qualified mortgages or to facilitate a qualified liquidation or a clean-up call. The REMIC Regulations indicate that the modification of a mortgage loan generally will not be treated as a disposition if it is occasioned by a default or reasonably foreseeable default, an assumption of a mortgage loan or the waiver of a “due-on-sale” or “due-on-encumbrance” clause. It is not anticipated that the Trust REMICs will engage in any prohibited transactions.

Contributions to a REMIC After the Startup Day

In general, a REMIC will be subject to a tax at a 100% rate on the value of any property contributed to the REMIC after the Startup Day. Exceptions are provided for cash contributions to the REMIC (i) during the 3 months following the Startup Day, (ii) made to a qualified reserve fund by a holder of a Class R certificate, (iii) in the nature of a guarantee, (iv) made to facilitate a qualified liquidation or clean-up call, and (v) as otherwise permitted in Treasury regulations yet to be issued. It is not anticipated that there will be any taxable contributions to the Trust REMICs.

Net Income from Foreclosure Property

The Lower-Tier REMIC will be subject to federal income tax at the highest corporate rate on “net income from foreclosure property”, determined by reference to the rules applicable to real estate investment trusts. Generally, property acquired by foreclosure or deed-in-lieu of foreclosure would be treated as “foreclosure property” until the close of the third calendar year beginning after the Lower-Tier REMIC’s acquisition of an REO Property, with a possible extension. Net income from foreclosure property generally means gain from the sale of a foreclosure property that is inventory property and gross income from foreclosure property other than qualifying rents and other qualifying income for a real estate investment trust.

In order for a foreclosed property to qualify as foreclosure property, any operation of the foreclosed property by the Lower-Tier REMIC generally must be conducted through an

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independent contractor. Further, such operation, even if conducted through an independent contractor, may give rise to “net income from foreclosure property”, taxable at the highest corporate rate. Payment of such tax by the Lower-Tier REMIC would reduce amounts available for distribution to Certificateholders.

The applicable special servicer will be required to determine generally whether the operation of foreclosed property in a manner that would subject the Lower-Tier REMIC to such tax would be expected to result in higher after-tax proceeds than an alternative method of operating such property that would not subject the Lower-Tier REMIC to such tax.

Bipartisan Budget Act of 2015

The Bipartisan Budget Act of 2015 (the “2015 Budget Act”), which was enacted on November 2, 2015, includes new audit rules affecting entities treated as partnerships, their partners and the persons that are authorized to represent entities treated as partnerships in IRS audits and related procedures. Under the 2015 Budget Act, these rules will also apply to REMICs, the holders of their residual interests and the trustees authorized to represent REMICs in IRS audits and related procedures (“tax matters persons” or “TMPs”). These new audit rules are scheduled to become effective for taxable years beginning with 2018 and will apply to both new and existing REMICs.

In addition to other changes, under the 2015 Budget Act, (1) unless a REMIC elects otherwise, taxes arising from IRS audit adjustments are required to be paid by the REMIC rather than by its residual interest holders, (2) a REMIC appoints one person to act as its sole representative in connection with IRS audits and related procedures and that representative’s actions, including agreeing to adjustments to REMIC taxable income, will be binding on residual interest holders more so than a tax matters person’s actions under the current rules and (3) if the IRS makes an adjustment to a REMIC’s taxable year, the holders of residual interests for the audited taxable year may have to take the adjustment into account for the taxable year in which the adjustment is made rather than for the audited taxable year.

The certificate administrator will have the authority to utilize, and will be directed to utilize, any exceptions available under the new provisions (including any changes) and IRS regulations so that holders of the Class R certificates, to the fullest extent possible, rather than either Trust REMIC itself, will be liable for any taxes arising from audit adjustments to either Trust REMIC’s taxable income. It is unclear how any such exceptions may affect the procedural rules available to challenge any audit adjustment that would otherwise be available in the absence of any such exceptions. Investors should discuss with their own tax advisors the possible effect of the new rules on them.

Taxation of Certain Foreign Investors

Interest, including original issue discount, distributable to the Regular Interestholders that are nonresident aliens, foreign corporations or other Non-U.S. Persons will be considered “portfolio interest” and, therefore, generally will not be subject to a 30% United States withholding tax; provided that such Non-U.S. Person (i) is not a “10 percent shareholder” within the meaning of Code Section 871(h)(3)(B) or a controlled foreign corporation described in Code Section 881(c)(3)(C) with respect to the Trust REMICs and (ii) provides the certificate administrator, or the person that would otherwise be required to withhold tax from such distributions under Code Section 1441 or 1442, with an appropriate statement, signed under penalties of perjury, identifying the beneficial owner and stating, among other things, that the beneficial owner of the Regular Interest is a Non-U.S. Person.

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The appropriate documentation includes IRS Form W-8BEN-E or W-8BEN, if the Non-U.S. Person is an entity (such as a corporation) or individual, respectively, eligible for the benefits of the portfolio interest exemption or an exemption based on a treaty; IRS Form W-8ECI if the Non-U.S. Person is eligible for an exemption on the basis of its income from the Regular Interest being effectively connected to a United States trade or business; IRS Form W-8BEN-E or W-8IMY if the Non-U.S. Person is a trust, depending on whether such trust is classified as the beneficial owner of the Regular Interest; and Form W-8IMY, with supporting documentation as specified in the Treasury regulations, required to substantiate exemptions from withholding on behalf of its partners, if the Non-U.S. Person is a partnership. With respect to IRS Forms W-8BEN, W-8BEN-E, W-8IMY and W-8ECI, each (other than IRS Form W-8IMY) expires after 3 full calendar years or as otherwise provided by applicable law. An intermediary (other than a partnership) must provide IRS Form W-8IMY, revealing all required information, including its name, address, taxpayer identification number, the country under the laws of which it is created, and certification that it is not acting for its own account. A “qualified intermediary” must certify that it has provided, or will provide, a withholding statement as required under Treasury regulations Section 1.1441-1(e)(5)(v), but need not disclose the identity of its account holders on its IRS Form W-8IMY, and may certify its account holders’ status without including each beneficial owner’s certification. A “non-qualified intermediary” must additionally certify that it has provided, or will provide, a withholding statement that is associated with the appropriate IRS Forms W-8 and W-9 required to substantiate exemptions from withholding on behalf of its beneficial owners. The term “intermediary” means a person acting as a custodian, a broker, nominee or otherwise as an agent for the beneficial owner of a Regular Interest. A “qualified intermediary” is generally a foreign financial institution or clearing organization or a non-U.S. branch or office of a U.S. financial institution or clearing organization that is a party to a withholding agreement with the IRS.

If such statement, or any other required statement, is not provided, 30% withholding will apply unless reduced or eliminated pursuant to an applicable tax treaty or unless the interest on the Regular Interest is effectively connected with the conduct of a trade or business within the United States by such Non-U.S. Person. In the latter case, such Non-U.S. Person will be subject to United States federal income tax at regular rates. Investors that are Non-U.S. Persons should consult their own tax advisors regarding the specific tax consequences to them of owning a Regular Interest.

A “U.S. Person” is a citizen or resident of the United States, a corporation, partnership (except to the extent provided in the applicable Treasury regulations) or other entity created or organized in or under the laws of the United States, any State or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate that is subject to U.S. federal income tax regardless of the source of income, or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in the applicable Treasury regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Persons). The term “Non-U.S. Person” means a person other than a U.S. Person.

FATCA

Under the “Foreign Account Tax Compliance Act” (“FATCA”) provisions of the Hiring Incentives to Restore Employment Act, a 30% withholding tax is generally imposed on certain payments, including U.S.-source interest and, beginning on January 1, 2019, gross proceeds from the sale, exchange, redemption, receipt of principal on or other disposition of debt obligations that give rise to U.S.-source interest to “foreign financial institutions” and

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certain other foreign financial entities if those foreign entities fail to comply with the requirements of FATCA. The certificate administrator will be required to withhold amounts under FATCA on payments made to holders who are subject to the FATCA requirements and who fail to provide the certificate administrator with proof that they have complied with such requirements. Prospective investors should consult their tax advisors regarding the applicability of FATCA to their certificates.

Backup Withholding

Distributions made on the certificates, and proceeds from the sale of the certificates to or through certain brokers, may be subject to a “backup” withholding tax under Code Section 3406 at the rate of 28% on “reportable payments” (including interest distributions, original issue discount and, under certain circumstances, principal distributions) unless the Certificateholder is a U.S. Person and provides IRS Form W-9 with the correct taxpayer identification number; in the case of the Regular Interests, is a Non-U.S. Person and provides IRS Form W-8BEN or W-8BEN-E, as applicable, identifying the Non-U.S. Person and stating that the beneficial owner is not a U.S. Person; or can be treated as an exempt recipient within the meaning of Treasury regulations Section 1.6049-4(c)(1)(ii). Any amounts to be withheld from distribution on the certificates would be refunded by the IRS or allowed as a credit against the Certificateholder’s federal income tax liability. Information reporting requirements may also apply regardless of whether withholding is required. Holders are urged to contact their own tax advisors regarding the application to them of backup withholding and information reporting.

Information Reporting

Holders who are individuals (and certain domestic entities that are formed or availed of for purposes of holding, directly or indirectly, “specified foreign financial assets”) may be subject to certain foreign financial asset reporting obligations with respect to their certificates held through a financial account maintained by a foreign financial institution if the aggregate value of their certificates and their other “specified foreign financial assets” exceeds $50,000. Significant penalties can apply if a holder fails to disclose its specified foreign financial assets. We urge you to consult your tax advisor with respect to this and other reporting obligations with respect to your certificates.

3.8% Medicare Tax on “Net Investment Income”

Certain non-corporate U.S. holders will be subject to an additional 3.8% tax on all or a portion of their “net investment income”, which may include the interest payments and any gain realized with respect to the certificates, to the extent of their net investment income that, when added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000 for a married taxpayer filing a joint return (or a surviving spouse), or $125,000 for a married individual filing a separate return. The 3.8% Medicare tax is determined in a different manner than the regular income tax. U.S. holders should consult their tax advisors with respect to their consequences with respect to the 3.8% Medicare tax.

Reporting Requirements

Each Trust REMIC will be required to maintain its books on a calendar year basis and to file federal income tax returns in a manner similar to a partnership. The form for such returns is IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return. The trustee will be required to sign each Trust REMIC’s returns.

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Reports of accrued interest, original issue discount, if any, and information necessary to compute the accrual of any market discount on the Regular Interests will be made annually to the IRS and to individuals, estates, non-exempt and non-charitable trusts, and partnerships that are either Regular Interestholders or beneficial owners that own Regular Interests through a broker or middleman as nominee. All brokers, nominees and all other nonexempt Regular Interestholders (including corporations, non-calendar year taxpayers, securities or commodities dealers, placement agents, real estate investment trusts, investment companies, common trusts, thrift institutions and charitable trusts) may request such information for any calendar quarter by telephone or in writing by contacting the person designated in IRS Publication 938 with respect to the REMIC. Holders through nominees must request such information from the nominee.

Treasury regulations require that, in addition to the foregoing requirements, information must be furnished annually to the Regular Interestholders and filed annually with the IRS concerning the percentage of each Trust REMIC’s assets meeting the qualified asset tests described under “—Qualification as a REMIC” above.

DUE TO THE COMPLEXITY OF THESE RULES AND THE CURRENT UNCERTAINTY AS TO THE MANNER OF THEIR APPLICATION TO THE ISSUING ENTITY AND CERTIFICATEHOLDERS, IT IS PARTICULARLY IMPORTANT THAT POTENTIAL INVESTORS CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX TREATMENT OF THEIR ACQUISITION, OWNERSHIP AND DISPOSITION OF THE CERTIFICATES.

Certain State and Local Tax Considerations

In addition to the federal income tax consequences described in “Material Federal Income Tax Considerations” above, purchasers of Offered Certificates should consider the state and local income tax consequences of the acquisition, ownership, and disposition of the Offered Certificates. State and local income tax law may differ substantially from the corresponding federal law, and this discussion does not purport to describe any aspect of the income tax laws of any state or locality.

It is possible that one or more jurisdictions may attempt to tax nonresident holders of offered certificates solely by reason of the location in that jurisdiction of the depositor, the trustee, the certificate administrator, the sponsors, a related borrower or a mortgaged property or on some other basis, may require nonresident holders of certificates to file returns in such jurisdiction or may attempt to impose penalties for failure to file such returns; and it is possible that any such jurisdiction will ultimately succeed in collecting such taxes or penalties from nonresident holders of offered certificates. We cannot assure you that holders of offered certificates will not be subject to tax in any particular state, local or other taxing jurisdiction.

You should consult with your tax advisor with respect to the various state and local, and any other, tax consequences of an investment in the Offered Certificates.

Method of Distribution (Underwriter)

Subject to the terms and conditions set forth in an underwriting agreement (the “Underwriting Agreement”), among the depositor and the underwriters, the depositor has agreed to sell to the underwriters, and the underwriters have severally, but not jointly, agreed to purchase from the depositor the respective Certificate Balance or the Notional

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Amount, as applicable, of each class of Offered Certificates set forth below subject in each case to a variance of 5%.

Underwriter	Class A-1		Class A-2		Class A-3		Class A-SB
Wells Fargo Securities, LLC	$	11,964,934	$	12,930,878	$	16,309,113	$	18,371,286
Merrill Lynch, Pierce, Fenner & Smith Incorporated	$	11,345,496	$	12,261,432	$	15,464,772	$	17,420,184
Morgan Stanley & Co. LLC	$	9,291,570	$	10,041,690	$	12,665,115	$	14,266,530
Academy Securities, Inc.	$	0	$	0	$	0	$	0
Total	$	32,602,000	$	35,234,000	$	44,439,000	$	50,058,000

Underwriter	Class A-4		Class A-5		Class X-A		Class X-B
Wells Fargo Securities, LLC	$	113,770,000	$	122,891,051	$	296,237,262	$	85,697,436
Merrill Lynch, Pierce, Fenner & Smith Incorporated	$	107,880,000	$	116,528,844	$	280,900,728	$	81,260,784
Morgan Stanley & Co. LLC	$	88,350,000	$	95,433,105	$	230,048,010	$	66,549,780
Academy Securities, Inc.	$	0	$	0	$	0	$	0
Total	$	310,000,000	$	334,853,000	$	807,186,000	$	233,508,000

Underwriter	Class A-S		Class B		Class C
Wells Fargo Securities, LLC	$	52,899,747	$	18,514,783	$	14,282,906
Merrill Lynch, Pierce, Fenner & Smith Incorporated..	$	50,161,068	$	17,556,252	$	13,543,464
Morgan Stanley & Co. LLC	$	41,080,185	$	14,377,965	$	11,091,630
Academy Securities, Inc.	$	0	$	0	$	0
Total	$	144,141,000	$	50,449,000	$	38,918,000

The Underwriting Agreement provides that the obligations of the underwriters will be subject to certain conditions precedent and that the underwriters will be obligated to purchase all Offered Certificates if any are purchased. In the event of a default by any underwriter, the Underwriting Agreement provides that, in certain circumstances, purchase commitments of the non-defaulting underwriter(s) may be increased or the Underwriting Agreement may be terminated.

Additionally, the parties to the PSA have severally agreed to indemnify the underwriters, and the underwriters have agreed to indemnify the depositor and controlling persons of the depositor, against certain liabilities, including liabilities under the Securities Act, and have agreed, if required, to contribute to payments required to be made in respect of these liabilities.

The depositor has been advised by the underwriters that they propose to offer the Offered Certificates to the public from time to time in one or more negotiated transactions, or otherwise, at varying prices to be determined at the time of sale. Proceeds to the depositor from the sale of Offered Certificates will be approximately 107.3% of the initial aggregate Certificate Balance of the Offered Certificates, plus accrued interest on the Offered Certificates from September 1, 2017, before deducting expenses payable by the depositor (estimated at $6,229,907, excluding underwriting discounts and commissions). The underwriters may affect the transactions by selling the Offered Certificates to or through dealers, and the dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the underwriters. In connection with the purchase and sale of the Offered Certificates offered by this prospectus, the underwriters may be deemed to have received compensation from the depositor in the form of underwriting discounts.

We anticipate that the Offered Certificates will be sold primarily to institutional investors. Purchasers of Offered Certificates, including dealers, may, depending on the facts and

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circumstances of those purchases, be deemed to be “underwriters” within the meaning of the Securities Act in connection with reoffers and resales by them of Offered Certificates. If you purchase Offered Certificates, you should consult with your legal advisors in this regard prior to any reoffer or resale. The underwriters expect to make, but are not obligated to make, a secondary market in the Offered Certificates. See “Risk Factors—Other Risks Relating to the Certificates—The Certificates May Have Limited Liquidity and the Market Value of the Certificates May Decline”.

The primary source of ongoing information available to investors concerning the Offered Certificates will be the monthly statements discussed under “Description of the Certificates—Reports to Certificateholders; Certain Available Information”. We cannot assure you that any additional information regarding the Offered Certificates will be available through any other source. In addition, we are not aware of any source through which price information about the Offered Certificates will be generally available on an ongoing basis. The limited nature of that information regarding the Offered Certificates may adversely affect the liquidity of the Offered Certificates, even if a secondary market for the Offered Certificates becomes available.

Wells Fargo Securities, LLC, one of the underwriters, is an affiliate of Wells Fargo Bank, which is a sponsor, an originator and a mortgage loan seller, a master servicer, the certificate administrator, the custodian, the certificate registrar, an initial holder of the RR Interest and the initial Risk Retention Consultation Party under this securitization. Merrill Lynch, Pierce, Fenner & Smith Incorporated, one of the underwriters, is an affiliate of Bank of America, which is a sponsor, an originator, a mortgage loan seller, the current holder of one or more of the 222 Second Street Companion Loans, the current holder of one or more of the Mall of Louisiana Companion Loans and an initial holder of a portion of the RR Interest. Morgan Stanley & Co. LLC, one of the underwriters, is an affiliate of MSMCH, which is a sponsor and a mortgage loan seller, and Morgan Stanley Bank, which is an originator, and the current holder of certain of the General Motors Building Companion Loans, one of the Corporate Woods Portfolio Companion Loans and an initial holder of the RR Interest.

A portion of the net proceeds of this offering (after the payment of underwriting compensation and transaction expenses) is intended to be directed to affiliates of Wells Fargo Securities, LLC, which is one of the underwriters, a co-lead manager and a joint bookrunner for this offering, affiliates of Merrill Lynch, Pierce, Fenner & Smith Incorporated, which is one of the underwriters, a co-lead manager and a joint bookrunner for this offering and affiliates of Morgan Stanley & Co. LLC, which is one of the underwriters, a co-lead manager and joint bookrunner for this offering. That direction will occur by means of the collective effect of the payment by the underwriters to the depositor, an affiliate of Wells Fargo Securities, LLC, of the purchase price for the Offered Certificates and the following payments:

(1)       the payment by the depositor to Wells Fargo Bank, an affiliate of Wells Fargo Securities, LLC, in that affiliate’s capacity as a mortgage loan seller, of the purchase price for the Mortgage Loans to be sold to the depositor by Wells Fargo Bank;

(2)       the payment by the depositor to Bank of America, an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, in that affiliate’s capacity as a mortgage loan seller, of the purchase price for the Mortgage Loans to be sold to the depositor by Bank of America; and

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(3)       the payment by the depositor to MSMCH, an affiliate of Morgan Stanley & Co. LLC, in that affiliate’s capacity as a mortgage loan seller, of the purchase price for the Mortgage Loans to be sold to the depositor by MSMCH.

As a result of the circumstances described above in this paragraph and the prior paragraph, each of Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC has a “conflict of interest” within the meaning of Rule 5121 of the consolidated rules of The Financial Industry Regulatory Authority, Inc. In addition, other circumstances exist that result in the underwriters or their affiliates having conflicts of interest, notwithstanding that such circumstances may not constitute a “conflict of interest” within the meaning of such Rule 5121. See “Risk Factors—Risks Related to Conflicts of Interest—Interests and Incentives of the Underwriter Entities May Not Be Aligned With Your Interests” and “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties”.

Wells Fargo Securities is the trade name for the capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including but not limited to Wells Fargo Securities, LLC, a member of the New York Stock Exchange, the Financial Industry Regulatory Authority (“FINRA”), the National Futures Association (“NFA”) and the Securities Investor Protection Corporation (“SIPC”), Wells Fargo Prime Services, LLC, a member of FINRA, NFA and SIPC, and Wells Fargo Bank, National Association, Wells Fargo Securities, LLC and Wells Fargo Prime Services, LLC are distinct entities from affiliated banks and thrifts.

In relation to each Relevant Member State, each underwriter has represented and agreed that, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an offer of the Offered Certificates which are the subject of the offering contemplated by this prospectus (and any supplement hereto) to the public in that Relevant Member State other than:

(a)       to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b)       to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant underwriter or underwriters nominated by the depositor for any such offer; or

(c)       in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided, that no such offer of the Offered Certificates shall require the depositor, the issuing entity or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of the Offered Certificates to the public” in relation to any Offered Certificates in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Certificates to be offered so as to enable an investor to decide to purchase or subscribe to the Offered Certificates, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, and the expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.

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Each underwriter has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”) received by it in connection with the issue or sale of the Offered Certificates in circumstances in which Section 21(1) of the FSMA does not apply to the issuing entity or the depositor; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Certificates in, from or otherwise involving the United Kingdom.

Incorporation of Certain Information by Reference

The disclosures filed as exhibits to the most recent Form ABS-EE filed on or prior to the date of the filing of this prospectus by or on behalf of the Depositor with respect to the Issuing Entity (file number 333-206677-18)—in accordance with Item 601(b)(102) and Item 601(b)(103) of Regulation S-K (17 C.F.R. §§ 601(b)(102) and 601(b)(103))—are hereby incorporated by reference into this prospectus.

All reports filed or caused to be filed by the depositor with respect to the issuing entity before the termination of this offering pursuant to Section 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934, as amended, that relate to the Offered Certificates (other than Annual Reports on Form 10-K) will be deemed to be incorporated by reference into this prospectus, except that if a Non-Serviced PSA is entered into after termination of this offering, any Current Report on Form 8-K filed after termination of this offering that includes as an exhibit such Non-Serviced PSA will be deemed to be incorporated by reference into this prospectus.

The depositor will provide or cause to be provided without charge to each person to whom this prospectus is delivered in connection with this offering (including beneficial owners of the Offered Certificates), upon written or oral request of that person, a copy of any or all documents or reports incorporated in this prospectus by reference, in each case to the extent the documents or reports relate to the Offered Certificates, other than the exhibits to those documents (unless the exhibits are specifically incorporated by reference in those documents). Requests to the depositor should be directed in writing to its principal executive offices at 301 South College Street, Charlotte, North Carolina 28288-0166, or by telephone at (704) 374-6161.

Where You Can Find More Information

The depositor has filed a Registration Statement on Form SF-3 (SEC File No. 333-206677) (the “Registration Statement”) relating to multiple series of CMBS, including the Offered Certificates, with the SEC. This prospectus will form a part of the Registration Statement, but the Registration Statement includes additional information. Copies of the Registration Statement and other materials filed with or furnished to the SEC, including Distribution Reports on Form 10-D, Annual Reports on Form 10-K, Current Reports on Form 8-K, Forms ABS-15G, Form ABS-EE and any amendments to these reports may be read and copied at the Public Reference Section of the SEC, 100 F Street N.W., Washington, D.C. 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Information regarding the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site at

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“http://www.sec.gov” at which you can view and download copies of reports, proxy and information statements and other information filed or furnished electronically through the Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system. The SEC maintains computer terminals providing access to the EDGAR system at each of the offices referred to above.

The depositor has met the registrant requirements of Section I.A.1. of the General Instructions to the Registration Statement.

Copies of all reports of the issuing entity on Forms ABS-EE, 10-D, 10-K and 8-K will also be made available on the website of the certificate administrator as soon as reasonably practicable after these materials are electronically filed with or furnished to the SEC through the EDGAR system.

Financial Information

The issuing entity will be newly formed and will not have engaged in any business activities or have any assets or obligations prior to the issuance of the Offered Certificates. Accordingly, no financial statements with respect to the issuing entity are included in this prospectus.

The depositor has determined that its financial statements will not be material to the offering of the Offered Certificates.

Certain ERISA Considerations

General

The Employee Retirement Income Security Act of 1974, as amended, or ERISA, and Code Section 4975 impose certain requirements on retirement plans, and on certain other employee benefit plans and arrangements, including individual retirement accounts and annuities, Keogh plans, collective investment funds, insurance company separate accounts and some insurance company general accounts in which those plans, accounts or arrangements are invested that are subject to the fiduciary responsibility provisions of ERISA or Code Section 4975 (all of which are referred to as “Plans”), and on persons who are fiduciaries with respect to Plans, in connection with the investment of Plan assets. Certain employee benefit plans, such as governmental plans (as defined in ERISA Section 3(32)), and, if no election has been made under Code Section 410(d), church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA requirements. However, those plans may be subject to the provisions of other applicable federal, state or local law (“Similar Law”) materially similar to the foregoing provisions of ERISA or the Code. Moreover, those plans, if qualified and exempt from taxation under Code Sections 401(a) and 501(a), are subject to the prohibited transaction rules set forth in Code Section 503.

ERISA generally imposes on Plan fiduciaries certain general fiduciary requirements, including those of investment prudence and diversification and the requirement that a Plan’s investments be made in accordance with the documents governing the Plan. In addition, ERISA and the Code prohibit a broad range of transactions involving assets of a Plan and persons (“Parties in Interest”) who have certain specified relationships to the Plan, unless a statutory, regulatory or administrative exemption is available. Certain Parties in Interest that participate in a prohibited transaction may be subject to an excise tax imposed pursuant to Code Section 4975, unless a statutory, regulatory or administrative exemption is available. These prohibited transactions generally are set forth in Section 406 of ERISA

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and Code Section 4975. Special caution should be exercised before the assets of a Plan are used to purchase an Offered Certificate if, with respect to those assets, the depositor, any servicer or the trustee or any of their affiliates, either: (a) has investment discretion with respect to the investment of those assets of that Plan; or (b) has authority or responsibility to give, or regularly gives, investment advice with respect to those assets for a fee and pursuant to an agreement or understanding that the advice will serve as a primary basis for investment decisions with respect to those assets and that the advice will be based on the particular investment needs of the Plan; or (c) is an employer maintaining or contributing to the Plan.

Before purchasing any Offered Certificates with Plan assets, a Plan fiduciary should consult with its counsel and determine whether there exists any prohibition to that purchase under the requirements of ERISA or Code Section 4975, whether any prohibited transaction class exemption or any individual administrative prohibited transaction exemption (as described below) applies, including whether the appropriate conditions set forth in those exemptions would be met, or whether any statutory prohibited transaction exemption is applicable. Fiduciaries of plans subject to a Similar Law should consider the need for, and the availability of, an exemption under such applicable Similar Law.

Plan Asset Regulations

A Plan’s investment in Offered Certificates may cause the assets of the issuing entity to be deemed Plan assets. Section 2510.3-101 of the regulations of the United States Department of Labor (“DOL”), as modified by Section 3(42) of ERISA, provides that when a Plan acquires an equity interest in an entity, the Plan’s assets include both the equity interest and an undivided interest in each of the underlying assets of the entity, unless certain exceptions not applicable to this discussion apply, or unless the equity participation in the entity by “benefit plan investors” (that is, Plans and entities whose underlying assets include plan assets) is not “significant”. For this purpose, in general, equity participation in an entity will be “significant” on any date if, immediately after the most recent acquisition of any certificate, 25% or more of any class of certificates is held by benefit plan investors.

In general, any person who has discretionary authority or control respecting the management or disposition of Plan assets, and any person who provides investment advice with respect to those assets for a fee, is a fiduciary of the investing Plan. If the assets of the issuing entity constitute Plan assets, then any party exercising management or discretionary control regarding those assets, such as a master servicer, a special servicer or any sub-servicer, may be deemed to be a Plan “fiduciary” with respect to the investing Plan, and thus subject to the fiduciary responsibility provisions and prohibited transaction provisions of ERISA and Code Section 4975. In addition, if the assets of the issuing entity constitute Plan assets, the purchase of Offered Certificates by a Plan, as well as the operation of the issuing entity, may constitute or involve a prohibited transaction under ERISA or the Code.

Administrative Exemptions

The U.S. Department of Labor has issued to the predecessor of Wells Fargo Securities, LLC, Prohibited Transaction Exemption (“PTE”) 96-22, 61 Fed. Reg. 14,828 (April 3, 1996), to the predecessor of Merrill Lynch, Pierce, Fenner & Smith Incorporated, PTE 93-31, 58 Fed. Reg. 28,620 (May 14, 1993), and to the predecessor of Morgan Stanley & Co., LLC, PTE 90-24, 55 Fed. Reg. 20,548 (May 17, 1990), each as amended by PTE 97-34, 62 Fed. Reg. 39,021 (July 21, 1997), PTE 2000-58, 65 Fed. Reg. 67,765 (November 13, 2000), PTE 2002-41, 67 Fed. Reg. 54,487 (August 22, 2002), PTE 2007-05, 72 Fed. Reg. 13,130 (March 20, 2007) and PTE 2013-08, 78 Fed. Reg. 41,090 (July 9, 2013) (collectively, the

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“Exemption”). The Exemption generally exempts from the application of the prohibited transaction provisions of Sections 406 and 407 of ERISA, and the excise taxes imposed on prohibited transactions pursuant to Code Sections 4975(a) and (b), certain transactions, among others, relating to the servicing and operation of pools of mortgage loans, such as the pool of mortgage loans held by the issuing entity, and the purchase, sale and holding of mortgage pass-through certificates, such as the Offered Certificates, underwritten by Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, provided that certain conditions set forth in the Exemption are satisfied. The depositor expects that the Exemption generally will apply to the Offered Certificates.

The Exemption sets forth five general conditions that must be satisfied for a transaction involving the purchase, sale and holding of the Offered Certificates to be eligible for exemptive relief. First, the acquisition of the Offered Certificates by a Plan must be on terms (including the price paid for the Offered Certificates) that are at least as favorable to the Plan as they would be in an arm’s-length transaction with an unrelated party. Second, the Offered Certificates at the time of acquisition by the Plan must be rated in one of the four highest generic rating categories by at least one NRSRO that meets the requirements of the Exemption (an “Exemption Rating Agency”). Third, the trustee cannot be an affiliate of any other member of the Restricted Group other than an underwriter. The “Restricted Group” consists of any underwriter, the depositor, the trustee, each master servicer, each special servicer, any sub-servicer, any entity that provides insurance or other credit support to the issuing entity and any borrower with respect to mortgage loans constituting more than 5% of the aggregate unamortized principal balance of the mortgage loans as of the date of initial issuance of the Offered Certificates, and any affiliate of any of the foregoing entities. Fourth, the sum of all payments made to and retained by the underwriters must represent not more than reasonable compensation for underwriting the Offered Certificates, the sum of all payments made to and retained by the depositor pursuant to the assignment of the mortgage loans to the issuing entity must represent not more than the fair market value of the mortgage loans and the sum of all payments made to and retained by the master servicers, the special servicers and any sub-servicer must represent not more than reasonable compensation for that person’s services under the PSA and reimbursement of the person’s reasonable expenses in connection therewith. Fifth, the investing Plan must be an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act.

It is a condition of the issuance of the Offered Certificates that they have the ratings described above required by the Exemption and the depositor believes that each of the Rating Agencies qualifies as an Exemption Rating Agency. Consequently, the second general condition set forth above will be satisfied with respect to the Offered Certificates as of the Closing Date. As of the Closing Date, the third general condition set forth above will be satisfied with respect to the Offered Certificates. In addition, the depositor believes that the fourth general condition set forth above will be satisfied with respect to the Offered Certificates. A fiduciary of a Plan contemplating purchasing an Offered Certificate in the secondary market must make its own determination that, at the time of purchase, the Offered Certificates continue to satisfy the second general condition set forth above. A fiduciary of a Plan contemplating purchasing an Offered Certificate, whether in the initial issuance of the Offered Certificates or in the secondary market, must make its own determination that the first and fifth general conditions set forth above will be satisfied with respect to the related Offered Certificate.

The Exemption also requires that the issuing entity meet the following requirements: (1) the issuing entity must consist solely of assets of the type that have been included in other investment pools; (2) certificates in those other investment pools must have been rated in one of the four highest categories by at least one of the Exemption Rating Agencies

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for at least one year prior to the Plan’s acquisition of Offered Certificates; and (3) certificates in those other investment pools must have been purchased by investors other than Plans for at least one year prior to any Plan’s acquisition of Offered Certificates.

The depositor believes that the conditions to the applicability of the Exemption will generally be met with respect to the Offered Certificates, other than those conditions which are dependent on facts unknown to the depositor or which it cannot control, such as those relating to the circumstances of the Plan purchaser or the Plan fiduciary making the decision to purchase any such Offered Certificates.

If the general conditions of the Exemption are satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(a) and 407(a) of ERISA (as well as the excise taxes imposed by Code Sections 4975(a) and (b) by reason of Code Sections 4975(c)(1)(A) through (D)) in connection with (1) the direct or indirect sale, exchange or transfer of Offered Certificates in the initial issuance of certificates between the depositor or the underwriters and a Plan when the depositor, any of the underwriters, the trustee, either master servicer, either special servicer, a sub-servicer or a borrower is a party in interest with respect to the investing Plan, (2) the direct or indirect acquisition or disposition in the secondary market of the Offered Certificates by a Plan and (3) the holding of Offered Certificates by a Plan. However, no exemption is provided from the restrictions of Sections 406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of an Offered Certificate on behalf of an “Excluded Plan” by any person who has discretionary authority or renders investment advice with respect to the assets of the Excluded Plan. For purposes of this prospectus, an “Excluded Plan” is a Plan sponsored by any member of the Restricted Group.

If certain specific conditions of the Exemption are also satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(b)(1) and (b)(2) of ERISA and the taxes imposed by Code Section 4975(c)(1)(E) in connection with (1) the direct or indirect sale, exchange or transfer of Offered Certificates in the initial issuance of certificates between the depositor or the underwriters and a Plan when the person who has discretionary authority or renders investment advice with respect to the investment of Plan assets in those certificates is (a) a borrower with respect to 5% or less of the fair market value of the mortgage loans or (b) an affiliate of that person, (2) the direct or indirect acquisition or disposition in the secondary market of Offered Certificates by a Plan and (3) the holding of Offered Certificates by a Plan.

Further, if certain specific conditions of the Exemption are satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(a), 406(b) and 407(a) of ERISA, and the taxes imposed by Code Sections 4975(a) and (b) by reason of Code Section 4975(c) for transactions in connection with the servicing, management and operation of the pool of mortgage loans.

A fiduciary of a Plan should consult with its counsel with respect to the applicability of the Exemption. The fiduciary of a plan not subject to ERISA or Code Section 4975, such as a governmental plan, should determine the need for and availability of exemptive relief under applicable Similar Law. A purchaser of an Offered Certificate should be aware, however, that even if the conditions specified in one or more exemptions are satisfied, the scope of relief provided by an exemption may not cover all acts which might be construed as prohibited transactions.

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In addition, each beneficial owner of an Offered Certificate or any interest therein that is a Plan, including any fiduciary purchasing Offered Certificates on behalf of a Plan (“Plan Fiduciary”), will be deemed to have represented by its acquisition of such Offered Certificates that:

(1)       none of the depositor, any underwriter, the trustee, any master servicer, any special servicer, the certificate administrator, the operating advisor, the asset representations reviewer or any of their respective affiliated entities (the “Transaction Parties”), has provided or will provide advice with respect to the acquisition of Offered Certificates by the Plan, other than to the Plan Fiduciary which is independent of the Transaction Parties, and the Plan Fiduciary either: (a) is a bank as defined in Section 202 of the Investment Advisers Act of 1940 (the “Advisers Act”), or similar institution that is regulated and supervised and subject to periodic examination by a State or Federal agency; (b) is an insurance carrier which is qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of assets of a Plan; (c) is an investment adviser registered under the Advisers Act, or, if not registered an as investment adviser under the Advisers Act by reason of paragraph (1) of Section 203A of the Advisers Act, is registered as an investment adviser under the laws of the state in which it maintains its principal office and place of business; (d) is a broker-dealer registered under the Securities Exchange Act of 1934, as amended; or (e) has, and at all times that the Plan is invested in the Offered Certificates will have, total assets of at least U.S. $50,000,000 under its management or control (provided that this clause (e) shall not be satisfied if the Plan Fiduciary is either (i) the owner or a relative of the owner of an investing individual retirement account or (ii) a participant or beneficiary of the Plan investing in the Offered Certificates in such capacity);

(2)       the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment strategies, including the acquisition by the Plan of Offered Certificates;

(3)       the Plan Fiduciary is a “fiduciary” with respect to the Plan within the meaning of Section 3(21) of ERISA, Section 4975 of the Code, or both, and is responsible for exercising independent judgment in evaluating the Plan’s acquisition of the Offered Certificates;

(4)       none of the Transaction Parties has exercised any authority to cause the Plan to invest in the Offered Certificates or to negotiate the terms of the Plan’s investment in the Offered Certificates or received a fee or other compensation from the Plan or Plan Fiduciary for the provision of investment advice in connection with the acquisition by the Plan of the Offered Certificates; and

(5)       the Plan Fiduciary has been informed: (a) that none of the Transaction Parties is undertaking to provide impartial investment advice or to give advice in a fiduciary capacity, and that no such entity has given investment advice or otherwise made a recommendation, in connection with the Plan’s acquisition of the Offered Certificates; and (b) of the existence and nature of the Transaction Parties financial interests in the Plan’s acquisition of the Offered Certificates as described in this prospectus.

The above representations are intended to comply with the DOL’s Reg. Sections 29 C.F.R. 2510.3-21(a) and (c)(1) as promulgated on April 8, 2016 (81 Fed. Reg. 20,997). If these regulations are revoked, repealed or no longer effective, these representations shall be deemed to be no longer in effect.

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None of the Transaction Parties is undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the acquisition of any Offered Certificates by any Plan.

Insurance Company General Accounts

Sections I and III of Prohibited Transaction Class Exemption (“PTCE”) 95-60 exempt from the application of the prohibited transaction provisions of Sections 406(a), 406(b) and 407(a) of ERISA and Code Section 4975 transactions in connection with the acquisition of a security (such as a certificate issued by the issuing entity) as well as the servicing, management and operation of a trust (such as the issuing entity) in which an insurance company general account has an interest as a result of its acquisition of certificates issued by the issuing entity, provided that certain conditions are satisfied. If these conditions are met, insurance company general accounts investing assets that are treated as assets of Plans would be allowed to purchase certain classes of certificates which do not meet the ratings requirements of the Exemption. All other conditions of the Exemption would have to be satisfied in order for PTCE 95-60 to be available. Before purchasing any class of Offered Certificates, an insurance company general account seeking to rely on Sections I and III of PTCE 95-60 should itself confirm that all applicable conditions and other requirements have been satisfied.

Section 401(c) of ERISA provides certain exemptive relief from the provisions of Part 4 of Title I of ERISA and Code Section 4975, including the prohibited transaction restrictions imposed by ERISA and the related excise taxes imposed by the Code, for transactions involving an insurance company general account. Pursuant to Section 401(c) of ERISA, the DOL issued regulations (“401(c) Regulations”), generally effective July 5, 2001, to provide guidance for the purpose of determining, in cases where insurance policies supported by an insurance company’s general account are issued to or for the benefit of a Plan on or before December 31, 1998, which general account assets constitute Plan assets. Any assets of an insurance company general account which support insurance policies issued to a Plan after December 31, 1998 or issued to Plans on or before December 31, 1998 for which the insurance company does not comply with the 401(c) Regulations may be treated as Plan assets. In addition, because Section 401(c) of ERISA does not relate to insurance company separate accounts, separate account assets are still generally treated as Plan assets of any Plan invested in that separate account. Insurance companies contemplating the investment of general account assets in the Offered Certificates should consult with their counsel with respect to the applicability of Section 401(c) of ERISA.

Due to the complexity of these rules and the penalties imposed upon persons involved in prohibited transactions, it is particularly important that potential investors who are Plan fiduciaries or who are investing Plan assets consult with their counsel regarding the consequences under ERISA and the Code of their acquisition and ownership of certificates.

THE SALE OF OFFERED CERTIFICATES TO A PLAN IS IN NO RESPECT A REPRESENTATION BY THE DEPOSITOR OR ANY OF THE UNDERWRITERS THAT THIS INVESTMENT MEETS ANY RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY PLANS GENERALLY OR ANY PARTICULAR PLAN, OR THAT THIS INVESTMENT IS APPROPRIATE FOR PLANS GENERALLY OR ANY PARTICULAR PLAN.

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Legal Investment

None of the classes of Offered Certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended (“SMMEA”). Generally, the only classes of Offered Certificates which will qualify as “mortgage related securities” will be those that (1) are rated in one of the two highest rating categories by at least one NRSRO; and (2) are part of a series evidencing interests in a trust consisting of loans originated by certain types of originators specified in SMMEA and secured by first liens on real estate.

Although Section 939(e) of the Dodd-Frank Act amended SMMEA, effective July 21, 2012, so as to require the SEC to establish creditworthiness standards by that date in substitution for the foregoing ratings test, the SEC has neither proposed nor adopted a rule establishing new creditworthiness standards for purposes of SMMEA as of the date of this prospectus. However, the SEC has issued a transitional interpretation (Release No. 34-67448 (effective July 20, 2012)), which provides that, until such time as final rules establishing new standards of creditworthiness become effective, the standard of creditworthiness for purposes of the definition of the term “mortgage related security” is a security that is rated in one of the two highest rating categories by at least one NRSRO. Depending on the standards of creditworthiness that are ultimately established by the SEC, it is possible that certain classes of Offered Certificates specified to be “mortgage related securities” for purposes of SMMEA may no longer qualify as such as of the time such new standards are effective.

The appropriate characterization of the Offered Certificates under various legal investment restrictions, and thus the ability of investors subject to those restrictions to purchase the Offered Certificates, are subject to significant interpretive uncertainties. We make no representation as to the proper characterization of the Offered Certificates for legal investment, financial institution regulatory, or other purposes, or as to the ability of particular investors to purchase any Offered Certificates under applicable legal investment restrictions. Further, any ratings downgrade of a class of Offered Certificates by an NRSRO to less than an “investment grade” rating (i.e., lower than the top four rating categories) may adversely affect the ability of an investor to purchase or retain, or otherwise impact the regulatory characteristics of, that class. The uncertainties described above (and any unfavorable future determinations concerning the legal investment or financial institution regulatory characteristics of the Offered Certificates) may adversely affect the liquidity and market value of the Offered Certificates.

Accordingly, if your investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities, you should consult with your own legal advisors in determining whether and to what extent the Offered Certificates constitute legal investments or are subject to investment, capital, or other regulatory restrictions.

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

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Legal Matters

The validity of the Offered Certificates and certain federal income tax matters will be passed upon for the depositor by Cadwalader, Wickersham & Taft LLP, Charlotte, North Carolina, and certain other legal matters will be passed upon for the underwriters by Sidley Austin LLP, New York, New York.

Ratings

It is a condition to their issuance that the Offered Certificates (other than the Class X-B, Class B and Class C certificates) receive investment grade credit ratings from the three (3) Rating Agencies engaged by the depositor to rate the Offered Certificates, and it is a condition to their issuance that the Class X-B, Class B and Class C certificates receive investment grade credit ratings from the two (2) of the Rating Agencies engaged by the depositor to rate such Offered Certificates.

We are not obligated to maintain any particular rating with respect to any class of Offered Certificates. Changes affecting the Mortgaged Properties, the parties to the PSA or another person may have an adverse effect on the ratings of the Offered Certificates, and thus on the liquidity, market value and regulatory characteristics of the Offered Certificates, although such adverse changes would not necessarily be an event of default under the related Mortgage Loan.

The ratings address the likelihood of full and timely receipt by the Certificateholders of all distributions of interest at the applicable Pass-Through Rate on the Offered Certificates to which they are entitled on each Distribution Date and the ultimate payment in full of the Certificate Balance of each class of Offered Certificates on a date that it not later than the Rated Final Distribution Date with respect to such class of certificates. The Rated Final Distribution Date will be the Distribution Date in September 2060. See “Yield and Maturity Considerations” and “Pooling and Servicing Agreement—Advances”. Any ratings of each Offered Certificates should be evaluated independently from similar ratings on other types of securities.

The ratings are not a recommendation to buy, sell or hold securities, a measure of asset value or an indication of the suitability of an investment, and may be subject to revision or withdrawal at any time by any Rating Agency. In addition, these ratings do not address: (a) the likelihood, timing, or frequency of prepayments (both voluntary and involuntary) and their impact on interest payments or the degree to which such prepayments might differ from those originally anticipated, (b) the possibility that a Certificateholder might suffer a lower than anticipated yield, (c) the likelihood of receipt of Yield Maintenance Charges, prepayment charges, Prepayment Premiums, prepayment fees or penalties, default interest, (d) the likelihood of experiencing any Prepayment Interest Shortfalls, an assessment of whether or to what extent the interest payable on any class of Offered Certificates may be reduced in connection with any Prepayment Interest Shortfalls, or of receiving Compensating Interest Payments, (e) the tax treatment of the Offered Certificates or effect of taxes on the payments received, (f) the likelihood or willingness of the parties to the respective documents to meet their contractual obligations or the likelihood or willingness of any party or court to enforce, or hold enforceable, the documents in whole or in part, (g) an assessment of the yield to maturity that investors may experience, (h) the likelihood, timing or receipt of any payments of interest to the holders of the Offered Certificates resulting from an increase in the interest rate on any Mortgage Loan in connection with a Mortgage Loan modification, waiver or amendment, (i) Excess Interest, or (j) other non-credit risks, including, without limitation, market risks or liquidity.

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The ratings take into consideration the credit quality of the underlying Mortgaged Properties and the Mortgage Loans, structural and legal aspects associated with the Offered Certificates, and the extent to which the payment stream of the Mortgage Loans is adequate to make payments required under the Offered Certificates. However, as noted above, the ratings do not represent an assessment of the likelihood, timing or frequency of principal prepayments (both voluntary and involuntary) by the borrowers, or the degree to which such prepayments might differ from those originally anticipated. In general, the ratings address credit risk and not prepayment risk. Ratings are forward-looking opinions about credit risk and express an agency’s opinion about the ability and willingness of an issuer of securities to meet its financial obligations in full and on time. Ratings are not indications of investment merit. In addition, the ratings do not represent an assessment of the yield to maturity that investors may experience or the possibility that investors might not fully recover their initial investment in the event of delinquencies or defaults or rapid prepayments on the Mortgage Loans (including both voluntary and involuntary prepayments) or the application of any Realized Losses. In the event that holders of such certificates do not fully recover their investment as a result of rapid principal prepayments on the Mortgage Loans, all amounts “due” to such holders will nevertheless have been paid, and such result is consistent with the ratings assigned to such certificates. As indicated in this prospectus, holders of the certificates with Notional Amounts are entitled only to payments of interest on the related Mortgage Loans. If the Mortgage Loans were to prepay in the initial month, with the result that the holders of the certificates with Notional Amounts receive only a single month’s interest and therefore, suffer a nearly complete loss of their investment, all amounts “due” to such holders will nevertheless have been paid, and such result is consistent with the rating received on those certificates. The Notional Amounts of the certificates with Notional Amounts on which interest is calculated may be reduced by the allocation of Realized Losses and prepayments, whether voluntary or involuntary. The ratings do not address the timing or magnitude of reductions of such Notional Amount, but only the obligation to pay interest timely on the Notional Amount, as so reduced from time to time. Therefore, the ratings of the certificates with Notional Amounts should be evaluated independently from similar ratings on other types of securities. See “Risk Factors—Other Risks Relating to the Certificates—Your Yield May Be Affected by Defaults, Prepayments and Other Factors” and “Yield and Maturity Considerations”.

Although the depositor will prepay fees for ongoing rating surveillance by certain of the Rating Agencies, the depositor has no obligation or ability to ensure that any Rating Agency performs ratings surveillance. In addition, a Rating Agency may cease ratings surveillance if the information furnished to that Rating Agency is insufficient to allow it to perform surveillance.

Any of the three (3) NRSROs that we hired may issue unsolicited credit ratings on one or more classes of certificates that we did not hire it to rate. Additionally, other NRSROs that we have not engaged to rate the Offered Certificates may nevertheless issue unsolicited credit ratings on one or more classes of Offered Certificates relying on information they receive pursuant to Rule 17g-5 or otherwise. If any such unsolicited ratings are issued, we cannot assure you that they will not be different from those ratings assigned by the Rating Agencies. The issuance of unsolicited ratings of a class of the Offered Certificates that are lower than the ratings assigned by the Rating Agencies may adversely impact the liquidity, market value and regulatory characteristics of that class. As part of the process of obtaining ratings for the Offered Certificates, the depositor had initial discussions with and submitted certain materials to six NRSROs. Based on preliminary feedback from those six NRSROs at that time, the depositor hired the Rating Agencies to rate the Offered Certificates and not the other three NRSROs due, in part, to those NRSROs’ initial subordination levels for the various classes of Offered Certificates. Had the depositor

579 

selected such other NRSROs to rate the Offered Certificates, we cannot assure you as to the ratings that such other NRSROs would ultimately have assigned to the Certificates. In the case of one NRSRO hired by the depositor, the depositor only requested ratings for certain classes of rated Offered Certificates, due in part to the final subordination levels provided by that NRSRO for the classes of Offered Certificates. If the depositor had selected that NRSRO to rate those other classes of Offered Certificates not rated by it, its ratings of those other Offered Certificates may have been different, and potentially lower, than those ratings ultimately assigned to those certificates by the other two NRSROs hired by the depositor. Although unsolicited ratings may be issued by any NRSRO, an NRSRO might be more likely to issue an unsolicited rating if it was not selected after having provided preliminary feedback to the depositor.

580 

INDEX OF DEFINED TERMS

@
@%(#)	169
1
17g-5 Information Provider	374
1986 Act	554
1996 Act	531
2
2015 Budget Act	563
3
30/360 Basis	411
4
401(c) Regulations	576
A
AB Modified Loan	425
Accelerated Mezzanine Loan Lender	366
Acceptable Insurance Default	429
Acquired Expansion Parcel	223
Acting General Counsel’s Letter	158
Actual/360 Basis	215
Actual/360 Loans	400
ADA	533
Additional Exclusions	429
Administrative Cost Rate	348
ADR	163
Advances	395
Advisers Act	575
Affirmative Asset Review Vote	475
Aggregate Available Funds	340
Aggregate Excess Prepayment Interest Shortfall	359
Aggregate Gain-on-Sale Entitlement Amount	341
Aggregate Principal Distribution Amount	348
Allocated Appraisal Reduction Amount	422
Allocated Cumulative Appraisal Reduction Amount	422
Annual Debt Service	163
Anticipated Repayment Date	216
Apple Cube Space	197

Apple Cube Space Renovation	197
Appraisal Institute	264
Appraisal Reduction Amount	420
Appraisal Reduction Event	419
Appraised Value	163
Appraised-Out Class	426
ARD Loan	216
Assessment of Compliance	509
Asset Representations Reviewer Asset Review Fee	418
Asset Representations Reviewer Fee	418
Asset Representations Reviewer Fee Rate	418
Asset Representations Reviewer Termination Event	480
Asset Representations Reviewer Upfront Fee	418
Asset Review	477
Asset Review Notice	476
Asset Review Quorum	475
Asset Review Report	478
Asset Review Report Summary	478
Asset Review Standard	477
Asset Review Trigger	474
Asset Review Vote Election	475
Asset Status Report	444
Assumed Final Distribution Date	357
Assumed Scheduled Payment	350
Attestation Report	510
Available Funds	341
B
Balloon Balance	164
Balloon or ARD LTV Ratio	167
Balloon or ARD Payment	168
BAMLCM	287
BANA Qualification Criteria	283
Bank of America	273
Bank of America Data File	282
Bank of America Guidelines	275
Bank of America Securitization Database	281
Bankruptcy Code	524
Base Interest Fraction	356
Beds	174
Borrower Party	366
Borrower Party Affiliate	366
BPLP	205
Breach Notice	385

581 

BXP 2017-GM Securitization	253
BXP Trust 2017-GM TSA	239
C
C(WUMP)O	20
Capital Requirements Regulation	141
Cash Flow Analysis	164
CERCLA	531
Certificate Administrator/Trustee Fee	417
Certificate Administrator/Trustee Fee Rate	417
Certificate Balance	338
Certificate Owners	376
Certificateholder	367
Certificateholder Quorum	484
Certificateholder Repurchase Request	495
Certifying Certificateholder	379
CGCMT 2017-B1 PSA	239
Class A Certificates	337
Class A-SB Planned Principal Balance	350
Class X Certificates	337
Clearstream	375
Clearstream Participants	377
Closing Date	162, 261
CMBS	63
Code	552
Collateral Deficiency Amount	425
Collection Account	399
Collection Period	341
Communication Request	379
Companion Distribution Account	399
Companion Holder	239
Companion Holders	239
companion loan	50
Companion Loan Rating Agency	239
Companion Loans	160
Compensating Interest Payment	358
Constant Prepayment Rate	542
Consultation Termination Event	460
Control Eligible Certificates	455
Control Note	239
Control Termination Event	460
Controlling Class	454
Controlling Class Certificateholder	454
Controlling Companion Loan	239
Controlling Holder	239
Corporate Woods Portfolio PSA	239
Corrected Loan	444
Council	141

CPP	542
CPR	542
CPY	542
CRE Loans	270, 299
Credit Risk Retention Rules	333
CREFC®	363
CREFC® Intellectual Property Royalty License Fee	419
CREFC® Intellectual Property Royalty License Fee Rate	419
CREFC® Reports	362
Cross-Over Date	345
CRR Amendment Regulation	141
Cumulative Appraisal Reduction Amount	425, 426
Cure/Contest Period	478
Custodian	314
Cut-off Date	160
Cut-off Date Balance	165
Cut-off Date Loan-to-Value Ratio	166
Cut-off Date LTV Ratio	166
D
D or @%(#)	170
D or GRTR of @% or YM(#)	170
D or YM(#)	170
D(#)	169
DBRS	508
Debt Service Coverage Ratio	166
Defaulted Loan	451
Defeasance Deposit	221
Defeasance Loans	221
Defeasance Lock-Out Period	221
Defeasance Option	221
Definitive Certificate	375
Delinquent Loan	475
Demand Entities	281, 300
Depositories	375
Determination Date	339
Dexia	272
Diligence File	382
Directing Certificateholder	454
Disclosable Special Servicer Fees	416
Discount Rate	356
Dispute Resolution Consultation	497
Dispute Resolution Cut-off Date	497
Distribution Accounts	399
Distribution Date	339
Distribution Date Statement	362
District Court	314
Dodd-Frank Act	139
DOL	572

582 

DSCR	166
DTC	375
DTC Participants	376
DTC Rules	377
Due Date	215, 342
E
EDGAR	571
Effective Gross Income	164
Eligible Asset Representations Reviewer	479
Eligible Operating Advisor	469
Enforcing Party	495
Enforcing Servicer	495
Environmental Condition	16
ESA	194
EU Risk Retention and Due Diligence Requirements	140
Euroclear	375
Euroclear Operator	378
Euroclear Participants	377
European Commission	141
Excess Interest	339
Excess Interest Distribution Account	400
Excess Modification Fee Amount	413
Excess Modification Fees	411
Excess Prepayment Interest Shortfall	359
Exchange Act	261
Excluded Controlling Class Holder	365
Excluded Controlling Class Loan	366
Excluded Information	366
Excluded Loan	366
Excluded Plan	574
Excluded Special Servicer	484
Excluded Special Servicer Loan	484
Exemption	573
Exemption Rating Agency	573
F
FATCA	564
FDIA	157
FDIC	157
Federal Court Complaint	314
FIEL	21
Final Asset Status Report	465
Final Dispute Resolution Election Notice	498
Financial Promotion Order	18
FINRA	569

FIRREA	158
Fitch	318, 508
Fixed	3
FPO Persons	18
FSMA	19, 570
Funds	325
G
Gain-on-Sale Remittance Amount	342
Gain-on-Sale Reserve Account	400
Garn Act	532
General Motors Building Companion Loans	252
General Motors Building Directing Certificateholder	259
General Motors Building Intercreditor Agreement	253
General Motors Building Mortgage Loan	252
General Motors Building Non-Standalone Pari Passu Companion Loans	252
General Motors Building Noteholders	253
General Motors Building Pari Passu Companion Loans	252
General Motors Building Servicer	253
General Motors Building Special Servicer	253
General Motors Building Standalone Companion Loans	252
General Motors Building Standalone Pari Passu Companion Loans	252
General Motors Building Subordinate Companion Loans	252
General Motors Building Triggering Event of Default	253
General Motors Building Trustee	253
General Motors Building Whole Loan	252
GLA	167
Government Securities	218
Grantor Trust	339, 552
GRTR of @% or YM(#)	170
H
HGI	193
HIGH NET WORTH COMPANIES	18
High Net Worth Companies, Unincorporated Associations, Etc.	18

583 

I
IAI	196
Indirect Participants	376
Initial Pool Balance	160
Initial Rate	216
Initial Requesting Certificateholder	495
In-Place Cash Management	167
Insurance and Condemnation Proceeds	399
Intercreditor Agreement	239
Interest Accrual Amount	348
Interest Accrual Period	348
Interest Distribution Amount	348
Interest Reserve Account	400
Interest Shortfall	348
Interested Person	452
Investor Certification	366
J
JPMCC 2017-JP7 PSA	239
L
L(#)	169
Lennar	325
LIBOR	115
Liquidation Fee	413
Liquidation Fee Rate	414
Liquidation Proceeds	399
Loan #58	272
Loan Per Unit	167
Loan Specific Directing Certificateholder	454
Lock-out Period	218
Loss of Value Payment	386
Lower-Tier Regular Interests	552
Lower-Tier REMIC	339, 552
LTV Ratio	165
LTV Ratio at Maturity or Anticipated Repayment Date	167
LTV Ratio at Maturity or ARD	167
M
MAI	388
Major Decision	456
Major Decision Reporting Package	455
MAS	20
Master Servicer Decision	432
Material Defect	385
Maturity Date Balloon or ARD Payment	168

MLPA	380
Modification Fees	411
Moffett Place B4 PSA	239
Moody’s	318, 508
Morgan Stanley Bank	288
Morgan Stanley Group	288
Morgan Stanley Origination Entity	290
Morningstar	318
Mortgage	161
Mortgage File	380
Mortgage Loan	50
Mortgage Note	161
Mortgage Pool	160
Mortgage Rate	348
Mortgaged Property	161
MSMCH	288
MSMCH Data File	297
MSMCH Mortgage Loans	288
MSMCH Qualification Criteria	298
MSMCH Securitization Database	296
N
National Cooperative Bank, N.A. Data Tape	309
National Cooperative Bank, N.A. Deal Team	308
National Cooperative Bank, N.A. Mortgage Loans	303
Net Mortgage Rate	347
Net Operating Income	168
NFA	569
NI 33-105	22
NOI Date	168
Non-Control Note	240
Non-Controlling Holder	240
Nonrecoverable Advance	396
non-retained certificates	40
Non-Retained Certificates	337
Non-Retained Percentage	335
Non-Serviced Certificate Administrator	240
Non-Serviced Companion Loan	240
Non-Serviced Companion Loans	51
Non-Serviced Directing Certificateholder	240
Non-Serviced Master Servicer	240
Non-Serviced Mortgage Loan	51, 240
Non-Serviced Pari Passu Whole Loan	241
Non-Serviced PSA	240
Non-Serviced Special Servicer	241

584 

Non-Serviced Subordinate Companion Loan	241
Non-Serviced Trustee	241
Non-Serviced Whole Loan	51, 241
Non-U.S. Person	564
Notional Amount	338
NRA	168
NRSRO	365
NRSRO Certification	368
NXS2 Special Servicer	272
O
O(#)	169
OCC	261, 273
Occupancy As Of Date	169
Occupancy Rate	168
Offered Certificates	337
OID Regulations	555
OLA	158
Operating Advisor Consulting Fee	417
Operating Advisor Expenses	418
Operating Advisor Fee	417
Operating Advisor Fee Rate	417
Operating Advisor Standard	467
Operating Advisor Termination Event	470
Other Master Servicer	241
Other PSA	241
P
P&I	322
P&I Advance	394
P&I Advance Date	394
PACE	235
Par Purchase Price	451
pari passu companion loan	50
Pari Passu Companion Loans	160
Pari Passu Mortgage Loan	241
Participants	375
Parties in Interest	571
Pass-Through Rate	346
Patriot Act	535
PCIS Persons	18
Pentalpha Surveillance	331
Percentage Interest	340
Periodic Payments	340
Permitted Investments	340, 401
Permitted Special Servicer/Affiliate Fees	417
PIPs	197
PL	265

Plan Fiduciary	575
Plans	571
PML	265, 7
PRC	19
Preliminary Dispute Resolution Election Notice	497
Prepayment Assumption	557
Prepayment Interest Excess	358
Prepayment Interest Shortfall	358
Prepayment Premium	356
Prepayment Provisions	169
Prime Rate	398
Principal Balance Certificates	337
Principal Distribution Amount	349
Principal Shortfall	350
Privileged Information	469
Privileged Information Exception	470
Privileged Person	364
Professional Investors	20
Prohibited Prepayment	359
Promotion of Collective Investment Schemes Exemptions Order	18
Proposed Course of Action	496
Proposed Course of Action Notice	496
Prospectus	20
Prospectus Directive	17
PSA	336
PSA Party Repurchase Request	496
PTCE	576
PTE	572
Purchase Price	387
Q
Qualification Criteria	270
Qualified Environmental Policy	212
Qualified Investor	17
Qualified Investors	17
Qualified Replacement Special Servicer	485
Qualified Substitute Mortgage Loan	387
Qualifying CRE Loan Percentage	336
R
RAC No-Response Scenario	507
Rated Final Distribution Date	357
Rating Agencies	508
Rating Agency Confirmation	508
RCM	324
REA	83
Realized Loss	360
REC	194

585 

Record Date	339
Registration Statement	570
Regular Certificates	337
Regular Interestholder	555
Regular Interests	552
Regulation AB	510
Reimbursement Rate	398
Related Proceeds	397
Release Date	221
Relevant Member State	17
Relevant Persons	18
Relief Act	534
Remaining Term to Maturity or ARD	170
REMIC	552
REMIC Prohibition Period	219
REMIC Regulations	552
REO Account	401
REO Loan	351
REO Property	444
Repurchase Request	496
Requesting Certificateholder	497
Requesting Holders	426
Requesting Investor	379
Requesting Party	506
Required Credit Risk Retention Percentage	336
Requirements	534
Residence Inn	193
Residual Certificates	337
Resolution Failure	496
Resolved	496
Restricted Group	573
Restricted Party	470
Retained Certificate Available Funds	334
Retained Certificate Gain-on-Sale Remittance Amount	334
Retained Certificate Gain-on-Sale Reserve Account	400
Retained Certificate Interest Distribution Amount	335
Retained Certificate Principal Distribution Amount	335
Retaining Parties	333
Retaining Sponsor	333
Review Materials	476
Revised Rate	216
RevPAR	170
Rialto	324
Risk Retention Allocation Percentage	335
Risk Retention Consultation Party	365

RMBS	314
ROFR	206, 207
Rooms	174
Routine Disbursements	434
RR Interest	337
Rule 15Ga-1 Reporting Period	270
Rule 17g-5	368
RWQCB	195
S
S&P	318
Scheduled Principal Distribution Amount	349
SEC	261
Securities Act	509
Securitization Accounts	337, 401
Securitization Regulations	141
SEL	265
Senior Certificates	337
Serviced Companion Loan	241
serviced mortgage loan	51
Serviced Mortgage Loan	241
Serviced Pari Passu Companion Loan	241
Serviced Pari Passu Companion Loan Securities	488
Serviced Pari Passu Mortgage Loan	242
Serviced Pari Passu Whole Loan	242
serviced whole loan	50, 51
Serviced Whole Loan	242
Servicer Termination Event	487
Servicing Advances	395
Servicing Fee	409
Servicing Fee Rate	409
Servicing Shift Master Servicer	51
Servicing Shift Mortgage Loan	50, 242
Servicing Shift Pooling and Servicing Agreement	51
Servicing Shift PSA	242
Servicing Shift Securitization Date	51, 242
Servicing Shift Special Servicer	51
Servicing Shift Whole Loan	50, 242
Servicing Standard	392
SF	170
SFA	20
SFO	19
Similar Law	571
SIPC	569
SMMEA	577
Special Servicer Decision	436
Special Servicing Fee	412
Special Servicing Fee Rate	412

586 

Specially Serviced Loans	441
Sq. Ft.	170
Square Feet	170
Startup Day	553
State Court Complaint	315
Stated Principal Balance	350
Structured Product	19
Structuring Assumptions	543
STS Securitization Regulation	141
Subordinate Certificates	337
Subordinate Companion Loan	242
Subordinate Companion Loans	160
Subordinate LOC	77, 177
Sub-Servicing Agreement	393
T
T-12	170
tax matters persons	563
TCE	196
TCEQ	196
Term to Maturity	170
Termination Purchase Amount	511
Terms and Conditions	378
Tests	477
Title V	533
TMPs	563
Total Operating Expenses	164
Transaction Parties	575
TRIPRA	99, 12
Trust	311
Trust REMICs	339, 552
TTM	170
U
U.S. Bank	272
U.S. Person	564
U/W DSCR	166
U/W Expenses	170
U/W NCF	171
U/W NCF Debt Yield	173
U/W NCF DSCR	166
U/W NOI	173
U/W NOI Debt Yield	174
U/W NOI DSCR	174
U/W Revenues	174
UCC	319, 519
Uncovered Amount	403
Underwriter Entities	125
Underwriting Agreement	566
Underwritten Debt Service Coverage Ratio	166

Underwritten Expenses	170
Underwritten NCF	171
Underwritten NCF Debt Yield	173
Underwritten Net Cash Flow	171
Underwritten Net Cash Flow Debt Service Coverage Ratio	166
Underwritten Net Operating Income	173
Underwritten Net Operating Income Debt Service Coverage Ratio	174
Underwritten NOI	173
Underwritten NOI Debt Yield	174
Underwritten Revenues	174
UNINCORPORATED ASSOCIATIONS	18
Units	174
Unscheduled Principal Distribution Amount	349
Unsolicited Information	477
UPB	322
Upper-Tier REMIC	339, 552
V
VCP	196
VOCs	195
VOI-SHAN Redondo Beach	195
Volcker Rule	139
Voting Rights	374
W
WAC	4
WAC Cap	4
WAC Rate	347
Wachovia Bank	261
Weighted Average Mortgage Rate	174
weighted averages	175
Wells Fargo Bank	261
Wells Fargo Bank Data Tape	268
Wells Fargo Bank Deal Team	268
whole loan	50
Whole Loan	160
Withheld Amounts	400
Workout Fee	412
Workout Fee Rate	412
Workout-Delayed Reimbursement Amount	398
WTNA	312
Y
Yield Maintenance Charge	356
YM(#)	170

587 

(THIS PAGE INTENTIONALLY LEFT BLANK)

ANNEX A-1

CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS
AND MORTGAGED PROPERTIES

A-1-1 

(THIS PAGE INTENTIONALLY LEFT BLANK)

ANNEX A-1 — CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Cross Collateralized and Cross Defaulted Loan Flag	Address	City	State	Zip Code	General Property Type	Specific Property Type	Year Built
1	General Motors Building	MSMCH		767 Fifth Avenue	New York	NY	10153	Mixed Use	Office/Retail	1968
2	222 Second Street	BANA		222 Second Street	San Francisco	CA	94105	Office	CBD	2015
3	University Center Chicago	WFB		525 South State Street	Chicago	IL	60605	Multifamily	Student Housing	2004
4	Corporate Woods Portfolio	MSMCH		Various	Overland Park	KS	66210	Various	Various	Various
4.01	Corporate Woods - Building 82	MSMCH		10851 Mastin Boulevard	Overland Park	KS	66210	Office	Suburban	2001
4.02	Corporate Woods - Building 40	MSMCH		9401 Indian Creek Parkway	Overland Park	KS	66210	Office	Suburban	1981
4.03	Corporate Woods - Building 84	MSMCH		10801 Mastin Boulevard	Overland Park	KS	66210	Office	Suburban	1998
4.04	Corporate Woods - Building 32	MSMCH		9225 Indian Creek Parkway	Overland Park	KS	66210	Office	Suburban	1985
4.05	Corporate Woods - Building 34	MSMCH		10950 Grandview Drive	Overland Park	KS	66210	Office	Suburban	1978
4.06	Corporate Woods - Building 14	MSMCH		8717 West 110th Street	Overland Park	KS	66210	Office	Suburban	1981
4.07	Corporate Woods - Building 70	MSMCH		9900 West 109th Street	Overland Park	KS	66210	Office	Suburban	1987
4.08	Corporate Woods - Building 9	MSMCH		9200 Indian Creek	Overland Park	KS	66210	Office	Suburban	1984
4.09	Corporate Woods - Building 6	MSMCH		8900 Indian Creek	Overland Park	KS	66210	Office	Suburban	1979
4.10	Corporate Woods - Building 12	MSMCH		10975 Benson Drive	Overland Park	KS	66210	Office	Suburban	1986
4.11	Corporate Woods - Building 27	MSMCH		10975 Grandview Drive	Overland Park	KS	66210	Office	Suburban	1978
4.12	Corporate Woods - Building 51	MSMCH		9393 West 110th Street	Overland Park	KS	66210	Office	Suburban	1977
4.13	Corporate Woods - Building 55	MSMCH		9300 West 110th Street	Overland Park	KS	66210	Office	Suburban	1977
4.14	Corporate Woods - Building 65	MSMCH		9900 College Boulevard	Overland Park	KS	66210	Retail	Unanchored	1982
4.15	Corporate Woods - Building 3	MSMCH		8700 Indian Creek	Overland Park	KS	66210	Office	Suburban	1979
4.16	Corporate Woods - Building 75	MSMCH		10800 Farley Street	Overland Park	KS	66210	Office	Suburban	1980
5	Westin Building Exchange	WFB		2001 6th Avenue	Seattle	WA	98121	Other	Data Center	1981
6	Mall of Louisiana	BANA		6401 Bluebonnet Boulevard; 9168 Mall of Louisiana Boulevard; 9330 Mall of Louisiana Boulevard	Baton Rouge	LA	70836	Retail	Super Regional Mall	1997
7	Redondo Beach Hotel Portfolio	BANA		2410 & 2420 Marine Avenue	Redondo Beach	CA	90278	Hospitality	Various	2014
7.01	Hilton Garden Inn Redondo Beach	BANA		2410 Marine Avenue	Redondo Beach	CA	90278	Hospitality	Select Service	2014
7.02	Residence Inn by Marriott Redondo Beach	BANA		2420 Marine Drive	Redondo Beach	CA	90278	Hospitality	Extended Stay	2014
8	The Churchill	MSMCH		300 East 40th Street	New York	NY	10016	Multifamily	Cooperative	1967
9	Overlook at King of Prussia	WFB		290, 300, 301, 310, 320 & 330 Goddard Boulevard	King of Prussia	PA	19406	Retail	Anchored	2000
10	Raleigh Marriott City Center	WFB		500 Fayetteville Street	Raleigh	NC	27601	Hospitality	Full Service	2008
11	411 East Wisconsin	MSMCH		411 East Wisconsin Avenue	Milwaukee	WI	53202	Office	CBD	1984
12	Jacksonville - Doubletree	WFB		1201 Riverplace Boulevard	Jacksonville	FL	32207	Hospitality	Full Service	1967
13	Moffett Place B4	WFB		1190 Bordeaux Drive	Sunnyvale	CA	94089	Office	Suburban	2017
14	Lewis Crossing	WFB		1080, 1100, 1105, 1125, 1145, 1260-1290 South Amity Road	Conway	AR	72032	Retail	Anchored	2016
15	First Stamford Place	WFB		100, 200 & 300 First Stamford Place	Stamford	CT	06902	Office	CBD	1986
16	Village at San Jacinto	WFB		1171-1281 North State Street	San Jacinto	CA	92583	Retail	Anchored	2007
17	Metro Towne Center	MSMCH		2827 West Peoria Avenue	Phoenix	AZ	85029	Retail	Anchored	1982
18	Sundance West Apartments	MSMCH		3285 Clover Way; 3485 Lakeside Drive	Reno	NV	89509	Multifamily	Garden	1977
19	Artisan Cove	BANA		901, 911, 921, 931, 961, and 971 Marina Way South	Richmond	CA	94804	Multifamily	Garden	2013
20	Montfort Valley	MSMCH		13660 Montfort Drive	Dallas	TX	75240	Multifamily	Garden	1977
21	8532 Melrose Avenue	MSMCH		8532 Melrose Avenue	West Hollywood	CA	90069	Retail	Unanchored	1938
22	Chateau Estates	MSMCH		1810 Belt Line Road	Garland	TX	75044	Multifamily	Garden	1972
23	HGI Memphis Wolfchase Galleria	WFB		7955 Ikea Way	Cordova	TN	38016	Hospitality	Select Service	2015
24	Kohl’s - Scottsdale	WFB		8680 East Raintree Drive	Scottsdale	AZ	85260	Retail	Single Tenant	2003
25	StorQuest - Oakland San Pablo	BANA		2227 San Pablo Avenue	Oakland	CA	94612	Self Storage	Self Storage	1917
26	French Quarter	MSMCH		20969 Ventura Boulevard	Woodland Hills	CA	91364	Mixed Use	Office/Retail	1972
27	Park Lane South Owners, Inc.	NCB		118-18 Union Turnpike	Kew Gardens	NY	11415	Multifamily	Cooperative	1974
28	Lakeside Village Shopping Center	MSMCH		9665 North Central Expressway	Dallas	TX	75231	Retail	Unanchored	1986
29	Artist Building at 300 Summer Cooperative Corporation	NCB		300 Summer Street	Boston	MA	02210	Multifamily	Cooperative	1898
30	Gresham Plaza	MSMCH		926 Northeast Main Street	Simpsonville	SC	29681	Retail	Anchored	2007
31	Edgewater Place	MSMCH		1030 North Rogers Lane	Raleigh	NC	27610	Retail	Anchored	2003
32	US Storage Plano TX	BANA		800 Fulgham Road	Plano	TX	75093	Self Storage	Self Storage	2002
33	Kohl’s Ground Lease	MSMCH		2900 Las Positas Road	Livermore	CA	94551	Retail	Anchored	2007
34	38 - 50 West 9th Street Corp.	NCB		38 West 9th Street	New York	NY	10011	Multifamily	Cooperative	1883
35	StorQuest - Lafayette	BANA		530 Stacy Court	Lafayette	CO	80026	Self Storage	Self Storage	1993
36	Extra Space Storage - Lodi	BANA		630 South Cherokee Lane	Lodi	CA	95240	Self Storage	Self Storage	2001
37	StorQuest - Tallahassee	BANA		2401 Barcelona Lane	Tallahassee	FL	32311	Self Storage	Self Storage	2008
38	Strawbridge Green Apartments	MSMCH		4649 Strawbridge Street	Indianapolis	IN	46237	Multifamily	Garden	1973
39	Placerville Self Storage	BANA		1066 Locust Avenue	Placerville	CA	95667	Self Storage	Self Storage	1986
40	CVS Retail Plaza	WFB		5550 & 5602 North Illinois Street; 119 West 56th Street; 149 West Westfield Boulevard	Indianapolis	IN	46208	Retail	Anchored	1970
41	Summit Self Storage	BANA		854 Edgefield Road	North Augusta	SC	29841	Self Storage	Self Storage	2006
42	55 Monroe Boulevard Owners Corp.	NCB		55 Monroe Boulevard	Long Beach	NY	11561	Multifamily	Cooperative	1964
43	County Line Crossing	BANA		8810 South Emerson Avenue	Indianapolis	IN	46237	Retail	Shadow Anchored	2002
44	2199 Holland Avenue Apartment Corp. F/K/A Powers Equities, Inc.	NCB		2199 Holland Avenue	Bronx	NY	10462	Multifamily	Cooperative	1929
45	Englewood Village	WFB		9730, 9750, 9770 Highway 69 South	Tuscaloosa	AL	35405	Retail	Anchored	2001
46	Fresenius Distribution Center SC	BANA		2865 Dave Lyle Boulevard	Rock Hill	SC	29730	Industrial	Warehouse Distribution	2009
47	Irwindale Commerce Center	BANA		15622-15714 Arrow Highway	Irwindale	CA	91706	Retail	Unanchored	2004
48	Saline Shopping Center	WFB		501 East Michigan Avenue	Saline	MI	48176	Retail	Anchored	1984
49	StorQuest - Glendale AZ	BANA		9240 North 67th Avenue	Glendale	AZ	85345	Self Storage	Self Storage	1984
50	West 24th Owners Corp.	NCB		425-433 West 24th Street	New York	NY	10011	Multifamily	Cooperative	1887
51	590 East 3rd Street Owners Corp.	NCB		590 East 3rd Street	Mount Vernon	NY	10553	Multifamily	Cooperative	1928
52	Folly Road Self Storage	BANA		1573 Folly Road	Charleston	SC	29412	Self Storage	Self Storage	1998
53	71 Grace Avenue Owners Corp.	NCB		71 Grace Avenue	Great Neck	NY	11021	Multifamily	Cooperative	1956
54	Riverbank South Owners Corp. a/k/a River Bank South Owners Corp.	NCB		377 West 11th Street	New York	NY	10014	Multifamily	Cooperative	1927
55	Texas Retail Portfolio	WFB		Various	Various	TX	Various	Retail	Unanchored	Various
55.01	Valley Ranch	WFB		9400 North MacArthur Boulevard	Irving	TX	75063	Retail	Unanchored	1986
55.02	Crossroads Center	WFB		10045 North MacArthur Boulevard	Irving	TX	75063	Retail	Unanchored	1996
55.03	Green Oaks Center	WFB		2425 Southeast Green Oaks Boulevard	Arlington	TX	76018	Retail	Unanchored	1996
56	100 Randall Avenue Owners Corp.	NCB		100 Randall Avenue	Freeport	NY	11520	Multifamily	Cooperative	1961
57	2680 Apt Inc.	NCB		2680 East 19th Street	Brooklyn	NY	11235	Multifamily	Cooperative	1958
58	36 Pondfield Road West Owners, Inc.	NCB		36-42 Pondfield Road West	Yonkers	NY	10708	Multifamily	Cooperative	1927
59	Seventy-Eight Tenants Corporation	NCB		78 Charles Street	New York	NY	10014	Multifamily	Cooperative	1897
60	67-40 Yellowstone Blvd. Owners Corp.	NCB		67-40 Yellowstone Boulevard	Forest Hills	NY	11375	Multifamily	Cooperative	1951
61	230 Central Avenue Owners Corp.	NCB		230 Central Avenue	Lawrence	NY	11559	Multifamily	Cooperative	1942
62	Lancaster Owners, Incorporated	NCB		39-41 East 10th Street	New York	NY	10003	Multifamily	Cooperative	1895
63	2021 84th St. Owners Corp.	NCB		2021 84th Street	Brooklyn	NY	11214	Multifamily	Cooperative	1969
64	Shops at Carson	WFB		21720 & 21716 South Avalon Boulevard; 714 & 718 East Carson Street	Carson	CA	90745	Retail	Unanchored	2009
65	240 Prospect Pl. Apt. Corp.	NCB		232-242 Prospect Place, a/k/a 647 Vanderbilt Avenue	Brooklyn	NY	11238	Multifamily	Cooperative	1890

A-1-1 

ANNEX A-1 — CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

Mortgage Loan Number	Property Name	Year Renovated	Number of Units(2)	Unit of Measure	Cut-off Date Balance Per Unit/SF(6)	Original Balance ($)	Cut-off Date Balance ($)	% of Aggregate Cut-off Date Balance	Maturity Date or ARD Balloon Payment ($)	ARD Loan	Origination Date	First Pay Date	Last IO Pay Date
1	General Motors Building	2017	1,989,983	Sq. Ft.	739	111,900,000	111,900,000	9.2%	111,900,000	N	6/7/2017	7/9/2017	6/9/2027
2	222 Second Street		452,418	Sq. Ft.	644	110,000,000	110,000,000	9.1%	110,000,000	Y	8/30/2017	10/10/2017	9/10/2027
3	University Center Chicago		1,732	Beds	69,630	85,600,000	85,600,000	7.1%	85,600,000	N	7/20/2017	9/11/2017	8/11/2027
4	Corporate Woods Portfolio		2,033,179	Sq. Ft.	109	70,625,000	70,625,000	5.8%	56,994,190	N	8/9/2017	10/6/2017
4.01	Corporate Woods - Building 82		245,413	Sq. Ft.		10,994,078	10,994,078	0.9%
4.02	Corporate Woods - Building 40		300,043	Sq. Ft.		10,348,773	10,348,773	0.9%
4.03	Corporate Woods - Building 84		241,573	Sq. Ft.		10,085,872	10,085,872	0.8%
4.04	Corporate Woods - Building 32		208,244	Sq. Ft.		7,600,254	7,600,254	0.6%
4.05	Corporate Woods - Building 34		97,023	Sq. Ft.		3,680,626	3,680,626	0.3%
4.06	Corporate Woods - Building 14		120,385	Sq. Ft.		3,441,624	3,441,624	0.3%
4.07	Corporate Woods - Building 70		100,809	Sq. Ft.		3,274,323	3,274,323	0.3%
4.08	Corporate Woods - Building 9		99,400	Sq. Ft.		3,059,222	3,059,222	0.3%
4.09	Corporate Woods - Building 6		108,395	Sq. Ft.		3,035,321	3,035,321	0.3%
4.10	Corporate Woods - Building 12		98,648	Sq. Ft.		2,987,521	2,987,521	0.2%
4.11	Corporate Woods - Building 27		96,518	Sq. Ft.		2,915,821	2,915,821	0.2%
4.12	Corporate Woods - Building 51		89,789	Sq. Ft.		2,509,518	2,509,518	0.2%
4.13	Corporate Woods - Building 55		89,221	Sq. Ft.		2,461,718	2,461,718	0.2%
4.14	Corporate Woods - Building 65		28,612	Sq. Ft.		1,577,411	1,577,411	0.1%
4.15	Corporate Woods - Building 3		60,950	Sq. Ft.		1,577,411	1,577,411	0.1%
4.16	Corporate Woods - Building 75		48,156	Sq. Ft.		1,075,508	1,075,508	0.1%
5	Westin Building Exchange	2007	401,544	Sq. Ft.	336	67,500,000	67,500,000	5.6%	67,500,000	N	6/29/2017	8/11/2017	7/11/2027
6	Mall of Louisiana	2008	776,789	Sq. Ft.	418	65,000,000	65,000,000	5.4%	56,198,418	N	7/26/2017	9/1/2017	8/1/2020
7	Redondo Beach Hotel Portfolio		319	Rooms	200,627	64,000,000	64,000,000	5.3%	52,810,383	N	8/7/2017	10/1/2017
7.01	Hilton Garden Inn Redondo Beach		147	Rooms		26,371,859	26,371,859	2.2%
7.02	Residence Inn by Marriott Redondo Beach		172	Rooms		37,628,141	37,628,141	3.1%
8	The Churchill	2016	587	Units	83,475	49,000,000	49,000,000	4.0%	49,000,000	N	8/4/2017	10/1/2017	9/1/2027
9	Overlook at King of Prussia	2015	194,736	Sq. Ft.	210	40,800,000	40,800,000	3.4%	40,800,000	N	8/14/2017	10/11/2017	9/11/2027
10	Raleigh Marriott City Center	2017	400	Rooms	170,000	38,000,000	38,000,000	3.1%	36,300,914	N	5/25/2017	7/1/2017	6/1/2019
11	411 East Wisconsin	2016	678,839	Sq. Ft.	138	37,500,000	37,500,000	3.1%	32,546,151	N	6/29/2017	8/1/2017	7/1/2020
12	Jacksonville - Doubletree	2015	293	Rooms	120,895	35,500,000	35,422,241	2.9%	31,345,656	N	6/29/2017	8/11/2017
13	Moffett Place B4		314,352	Sq. Ft.	404	31,750,000	31,750,000	2.6%	28,855,587	N	8/3/2017	9/6/2017	8/6/2022
14	Lewis Crossing		220,003	Sq. Ft.	136	30,000,000	29,962,704	2.5%	24,093,887	N	8/2/2017	9/11/2017
15	First Stamford Place	2015	810,475	Sq. Ft.	202	25,000,000	25,000,000	2.1%	25,000,000	N	6/5/2017	8/1/2017	7/1/2027
16	Village at San Jacinto		93,051	Sq. Ft.	234	21,750,000	21,750,000	1.8%	19,037,602	N	6/30/2017	8/11/2017	7/11/2020
17	Metro Towne Center		140,644	Sq. Ft.	141	19,825,000	19,825,000	1.6%	18,028,226	N	8/24/2017	10/1/2017	9/1/2022
18	Sundance West Apartments	2016	348	Units	51,762	18,056,000	18,013,117	1.5%	15,432,222	N	6/16/2015	8/1/2015	7/1/2017
19	Artisan Cove		51	Units	328,431	16,750,000	16,750,000	1.4%	15,328,144	N	6/15/2017	8/1/2017	7/1/2022
20	Montfort Valley		224	Units	65,290	14,625,000	14,625,000	1.2%	14,625,000	N	6/30/2017	8/1/2017	7/1/2027
21	8532 Melrose Avenue	2016	4,946	Sq. Ft.	2,881	14,250,000	14,250,000	1.2%	14,250,000	N	7/20/2017	9/1/2017	8/1/2027
22	Chateau Estates	2017	184	Units	75,435	13,880,000	13,880,000	1.1%	13,880,000	N	9/1/2017	10/1/2017	9/1/2027
23	HGI Memphis Wolfchase Galleria		124	Rooms	110,289	13,720,000	13,675,785	1.1%	10,168,357	N	7/5/2017	8/11/2017
24	Kohl’s - Scottsdale		88,408	Sq. Ft.	152	13,500,000	13,433,003	1.1%	10,899,831	N	5/1/2017	6/11/2017
25	StorQuest - Oakland San Pablo		60,871	Sq. Ft.	201	12,250,000	12,250,000	1.0%	12,250,000	N	8/16/2017	10/1/2017	9/1/2027
26	French Quarter	2017	57,228	Sq. Ft.	210	12,000,000	12,000,000	1.0%	9,633,575	N	8/7/2017	10/1/2017
27	Park Lane South Owners, Inc.	1998	207	Units	57,925	12,000,000	11,990,507	1.0%	10,511,242	N	8/1/2017	9/1/2017
28	Lakeside Village Shopping Center		50,137	Sq. Ft.	213	10,700,000	10,700,000	0.9%	9,158,509	N	8/1/2017	9/1/2017	8/1/2019
29	Artist Building at 300 Summer Cooperative Corporation	2012	48	Units	198,424	9,524,360	9,524,360	0.8%	7,730,983	N	8/8/2017	10/1/2017
30	Gresham Plaza		79,124	Sq. Ft.	90	7,110,000	7,096,961	0.6%	5,118,121	N	8/1/2017	9/1/2017
31	Edgewater Place		92,103	Sq. Ft.	77	7,070,000	7,070,000	0.6%	6,105,869	N	8/31/2017	10/1/2017	9/1/2020
32	US Storage Plano TX	2015	90,600	Sq. Ft.	78	7,070,000	7,070,000	0.6%	6,433,374	N	7/17/2017	9/1/2017	8/1/2022
33	Kohl’s Ground Lease		88,633	Sq. Ft.	79	7,000,000	7,000,000	0.6%	7,000,000	N	8/8/2017	10/1/2017	9/1/2027
34	38 - 50 West 9th Street Corp.	2007	51	Units	131,373	6,700,000	6,700,000	0.6%	6,700,000	N	8/29/2017	10/1/2017	9/1/2027
35	StorQuest - Lafayette		72,320	Sq. Ft.	86	6,250,000	6,250,000	0.5%	6,250,000	N	7/27/2017	9/1/2017	8/1/2027
36	Extra Space Storage - Lodi		83,350	Sq. Ft.	72	6,000,000	6,000,000	0.5%	6,000,000	N	8/1/2017	9/1/2017	8/1/2027
37	StorQuest - Tallahassee		76,298	Sq. Ft.	79	6,000,000	6,000,000	0.5%	6,000,000	N	8/1/2017	9/1/2017	8/1/2027
38	Strawbridge Green Apartments	2015	190	Units	31,539	6,000,000	5,992,458	0.5%	4,810,322	N	7/31/2017	9/1/2017
39	Placerville Self Storage	2016	69,575	Sq. Ft.	85	5,900,000	5,900,000	0.5%	5,900,000	N	8/2/2017	10/1/2017	9/1/2027
40	CVS Retail Plaza	1975	28,432	Sq. Ft.	185	5,250,000	5,250,000	0.4%	5,250,000	N	8/1/2017	9/11/2017	8/11/2027
41	Summit Self Storage		94,860	Sq. Ft.	55	5,225,000	5,219,196	0.4%	4,268,649	N	7/24/2017	9/1/2017
42	55 Monroe Boulevard Owners Corp.	1997	95	Units	54,660	5,200,000	5,192,710	0.4%	4,092,848	N	7/27/2017	9/1/2017
43	County Line Crossing		33,980	Sq. Ft.	152	5,200,000	5,175,478	0.4%	4,232,977	N	4/28/2017	6/1/2017
44	2199 Holland Avenue Apartment Corp. F/K/A Powers Equities, Inc.	1997	89	Units	56,180	5,000,000	5,000,000	0.4%	3,941,053	N	8/24/2017	10/1/2017
45	Englewood Village		68,792	Sq. Ft.	73	5,000,000	5,000,000	0.4%	4,254,537	N	4/5/2017	5/11/2017	4/11/2019
46	Fresenius Distribution Center SC		121,500	Sq. Ft.	41	5,000,000	4,994,718	0.4%	4,113,864	N	8/1/2017	9/1/2017
47	Irwindale Commerce Center		24,758	Sq. Ft.	202	5,000,000	4,994,637	0.4%	4,105,134	N	8/1/2017	9/1/2017
48	Saline Shopping Center	2003	83,906	Sq. Ft.	55	4,600,000	4,588,797	0.4%	2,845,648	N	8/11/2017	9/11/2017
49	StorQuest - Glendale AZ	2014	75,100	Sq. Ft.	55	4,100,000	4,100,000	0.3%	4,100,000	N	7/12/2017	9/1/2017	8/1/2027
50	West 24th Owners Corp.	2010	96	Units	39,583	3,800,000	3,800,000	0.3%	2,986,342	N	8/16/2017	10/1/2017
51	590 East 3rd Street Owners Corp.	2002	81	Units	41,667	3,375,000	3,375,000	0.3%	2,968,112	N	8/23/2017	10/1/2017
52	Folly Road Self Storage	2004	38,150	Sq. Ft.	88	3,355,000	3,355,000	0.3%	2,919,311	N	8/24/2017	10/1/2017	9/1/2020
53	71 Grace Avenue Owners Corp.	2007	31	Units	90,199	2,800,000	2,796,156	0.2%	2,211,980	N	8/1/2017	9/1/2017
54	Riverbank South Owners Corp. a/k/a River Bank South Owners Corp.	2001	28	Units	96,429	2,700,000	2,700,000	0.2%	2,700,000	N	8/30/2017	10/1/2017	9/1/2027
55	Texas Retail Portfolio		46,152	Sq. Ft.	57	2,620,000	2,620,000	0.2%	2,132,427	N	8/14/2017	10/11/2017
55.01	Valley Ranch		25,136	Sq. Ft.		1,470,000	1,470,000	0.1%
55.02	Crossroads Center		10,575	Sq. Ft.		700,000	700,000	0.1%
55.03	Green Oaks Center		10,441	Sq. Ft.		450,000	450,000	0.0%
56	100 Randall Avenue Owners Corp.	1997	44	Units	45,455	2,000,000	2,000,000	0.2%	1,571,175	N	8/30/2017	10/1/2017
57	2680 Apt Inc.	2002	107	Units	17,743	1,900,000	1,898,468	0.2%	1,661,139	N	7/31/2017	9/1/2017
58	36 Pondfield Road West Owners, Inc.	2002	36	Units	51,389	1,850,000	1,850,000	0.2%	1,619,402	N	8/23/2017	10/1/2017
59	Seventy-Eight Tenants Corporation	2012	15	Units	120,000	1,800,000	1,800,000	0.1%	1,800,000	N	8/29/2017	10/1/2017	9/1/2027
60	67-40 Yellowstone Blvd. Owners Corp.	2002	111	Units	15,315	1,700,000	1,700,000	0.1%	1,489,033	N	8/30/2017	10/1/2017
61	230 Central Avenue Owners Corp.	2012	30	Units	56,667	1,700,000	1,700,000	0.1%	1,700,000	N	8/1/2017	9/1/2017	8/1/2027
62	Lancaster Owners, Incorporated	2007	10	Units	150,000	1,500,000	1,500,000	0.1%	1,178,382	N	8/28/2017	10/1/2017
63	2021 84th St. Owners Corp.	2002	64	Units	21,875	1,400,000	1,400,000	0.1%	1,097,363	N	8/30/2017	10/1/2017
64	Shops at Carson		12,861	Sq. Ft.	93	1,200,000	1,198,630	0.1%	976,426	N	7/27/2017	9/11/2017
65	240 Prospect Pl. Apt. Corp.	2005	8	Units	100,000	800,000	800,000	0.1%	631,729	N	8/29/2017	10/1/2017

A-1-2 

ANNEX A-1 — CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

Mortgage Loan Number	Property Name	First P&I Pay Date	Maturity Date or Anticipated Repayment Date	ARD Loan Maturity Date	Gross Mortgage Rate	Trust Advisor Fee	Certificate Administrator Fee Rate	Servicing Fee	CREFC® IP Royalty License Fee Rate	Asset Representations Reviewer Fee Rate	Net Mortgage Rate	Interest Accrual Method	Monthly P&I Payment ($)
1	General Motors Building		6/9/2027		3.43000%	0.00000%	0.00580%	0.00375%	0.00050%	0.00025%	3.41970%	Actual/360	324,289.83
2	222 Second Street		9/10/2027	9/10/2029	3.92600%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	3.91272%	Actual/360	364,881.71
3	University Center Chicago		8/11/2027		3.92000%	0.00173%	0.00580%	0.01500%	0.00050%	0.00025%	3.89672%	Actual/360	283,510.37
4	Corporate Woods Portfolio	10/6/2017	9/6/2027		4.45000%	0.00000%	0.00580%	0.00500%	0.00050%	0.00025%	4.43845%	Actual/360	355,751.38
4.01	Corporate Woods - Building 82
4.02	Corporate Woods - Building 40
4.03	Corporate Woods - Building 84
4.04	Corporate Woods - Building 32
4.05	Corporate Woods - Building 34
4.06	Corporate Woods - Building 14
4.07	Corporate Woods - Building 70
4.08	Corporate Woods - Building 9
4.09	Corporate Woods - Building 6
4.10	Corporate Woods - Building 12
4.11	Corporate Woods - Building 27
4.12	Corporate Woods - Building 51
4.13	Corporate Woods - Building 55
4.14	Corporate Woods - Building 65
4.15	Corporate Woods - Building 3
4.16	Corporate Woods - Building 75
5	Westin Building Exchange		7/11/2027		3.29000%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	3.27672%	Actual/360	187,632.82
6	Mall of Louisiana	9/1/2020	8/1/2027		3.98400%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	3.97072%	Actual/360	309,720.67
7	Redondo Beach Hotel Portfolio	10/1/2017	9/1/2027		5.11700%	0.00173%	0.00580%	0.03250%	0.00050%	0.00025%	5.07622%	Actual/360	348,156.70
7.01	Hilton Garden Inn Redondo Beach
7.02	Residence Inn by Marriott Redondo Beach
8	The Churchill		9/1/2027		3.28800%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	3.27472%	Actual/360	136,124.72
9	Overlook at King of Prussia		9/11/2027		3.82000%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	3.80672%	Actual/360	131,683.89
10	Raleigh Marriott City Center	7/1/2019	6/1/2022		4.94000%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	4.92672%	Actual/360	202,601.06
11	411 East Wisconsin	8/1/2020	7/1/2027		4.14000%	0.00000%	0.00580%	0.00500%	0.00050%	0.00025%	4.12845%	Actual/360	182,070.61
12	Jacksonville - Doubletree	8/11/2017	7/11/2024		4.88000%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	4.86672%	Actual/360	187,976.67
13	Moffett Place B4	9/6/2022	8/6/2027		3.63650%	0.00000%	0.00580%	0.00500%	0.00050%	0.00025%	3.62495%	Actual/360	141,208.33
14	Lewis Crossing	9/11/2017	8/11/2027		4.31000%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	4.29672%	Actual/360	148,637.64
15	First Stamford Place		7/1/2027		4.08780%	0.00000%	0.00580%	0.00500%	0.00050%	0.00025%	4.07625%	Actual/360	86,345.31
16	Village at San Jacinto	8/11/2020	7/11/2027		4.50000%	0.00173%	0.00580%	0.03250%	0.00050%	0.00025%	4.45922%	Actual/360	110,204.05
17	Metro Towne Center	10/1/2022	9/1/2027		4.12000%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	4.10672%	Actual/360	96,024.23
18	Sundance West Apartments	8/1/2017	7/1/2025		4.52500%	0.00173%	0.00580%	0.03250%	0.00050%	0.00025%	4.48422%	Actual/360	91,755.51
19	Artisan Cove	8/1/2022	7/1/2027		4.50000%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	4.48672%	Actual/360	84,869.79
20	Montfort Valley		7/1/2027		4.16000%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	4.14672%	Actual/360	51,404.17
21	8532 Melrose Avenue		8/1/2027		4.17500%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	4.16172%	Actual/360	50,266.71
22	Chateau Estates		9/1/2027		3.99000%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	3.97672%	Actual/360	46,791.99
23	HGI Memphis Wolfchase Galleria	8/11/2017	7/11/2027		4.76000%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	4.74672%	Actual/360	78,299.04
24	Kohl’s - Scottsdale	6/11/2017	5/11/2027		4.46000%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	4.44672%	Actual/360	68,082.04
25	StorQuest - Oakland San Pablo		9/1/2027		4.00100%	0.00173%	0.00580%	0.05250%	0.00050%	0.00025%	3.94022%	Actual/360	41,410.81
26	French Quarter	10/1/2017	9/1/2027		4.30000%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	4.28672%	Actual/360	59,384.57
27	Park Lane South Owners, Inc.	9/1/2017	8/1/2027		3.77000%	0.00173%	0.00580%	0.08000%	0.00050%	0.00025%	3.68172%	Actual/360	48,449.87
28	Lakeside Village Shopping Center	9/1/2019	8/1/2027		4.58000%	0.00173%	0.00580%	0.04250%	0.00050%	0.00025%	4.52922%	Actual/360	54,725.13
29	Artist Building at 300 Summer Cooperative Corporation	10/1/2017	9/1/2027		4.62000%	0.00173%	0.00580%	0.08000%	0.00050%	0.00025%	4.53172%	Actual/360	48,940.00
30	Gresham Plaza	9/1/2017	8/1/2027		4.00000%	0.00173%	0.00580%	0.04500%	0.00050%	0.00025%	3.94672%	Actual/360	37,529.20
31	Edgewater Place	10/1/2020	9/1/2027		3.94000%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	3.92672%	Actual/360	33,509.16
32	US Storage Plano TX	9/1/2022	8/1/2027		4.15700%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	4.14372%	Actual/360	34,396.31
33	Kohl’s Ground Lease		9/1/2027		4.24500%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	4.23172%	Actual/360	25,106.42
34	38 - 50 West 9th Street Corp.		9/1/2027		3.78000%	0.00173%	0.00580%	0.08000%	0.00050%	0.00025%	3.69172%	Actual/360	21,398.13
35	StorQuest - Lafayette		8/1/2027		3.96400%	0.00173%	0.00580%	0.05250%	0.00050%	0.00025%	3.90322%	Actual/360	20,932.58
36	Extra Space Storage - Lodi		8/1/2027		4.36200%	0.00173%	0.00580%	0.07250%	0.00050%	0.00025%	4.28122%	Actual/360	22,112.92
37	StorQuest - Tallahassee		8/1/2027		4.09600%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	4.08272%	Actual/360	20,764.44
38	Strawbridge Green Apartments	9/1/2017	8/1/2027		4.26000%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	4.24672%	Actual/360	29,551.53
39	Placerville Self Storage		9/1/2027		4.51000%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	4.49672%	Actual/360	22,482.14
40	CVS Retail Plaza		8/11/2027		4.36000%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	4.34672%	Actual/360	19,339.93
41	Summit Self Storage	9/1/2017	8/1/2027		4.81000%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	4.79672%	Actual/360	27,445.36
42	55 Monroe Boulevard Owners Corp.	9/1/2017	8/1/2027		3.75000%	0.00173%	0.00580%	0.08000%	0.00050%	0.00025%	3.66172%	Actual/360	24,082.01
43	County Line Crossing	6/1/2017	5/1/2027		4.70000%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	4.68672%	Actual/360	26,969.17
44	2199 Holland Avenue Apartment Corp. F/K/A Powers Equities, Inc.	10/1/2017	9/1/2027		3.79000%	0.00173%	0.00580%	0.08000%	0.00050%	0.00025%	3.70172%	Actual/360	23,269.41
45	Englewood Village	5/11/2019	4/11/2027		4.36000%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	4.34672%	Actual/360	24,920.05
46	Fresenius Distribution Center SC	9/1/2017	8/1/2027		5.02500%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	5.01172%	Actual/360	26,917.53
47	Irwindale Commerce Center	9/1/2017	8/1/2027		4.96000%	0.00173%	0.00580%	0.05500%	0.00050%	0.00025%	4.89672%	Actual/360	26,718.98
48	Saline Shopping Center	9/11/2017	8/11/2027		4.55000%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	4.53672%	Actual/360	29,226.17
49	StorQuest - Glendale AZ		8/1/2027		4.19500%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	4.18172%	Actual/360	14,531.98
50	West 24th Owners Corp.	10/1/2017	9/1/2027		3.71000%	0.00173%	0.00580%	0.08000%	0.00050%	0.00025%	3.62172%	Actual/360	17,512.25
51	590 East 3rd Street Owners Corp.	10/1/2017	9/1/2027		3.90000%	0.00173%	0.00580%	0.08000%	0.00050%	0.00025%	3.81172%	Actual/360	13,896.25
52	Folly Road Self Storage	10/1/2020	9/1/2027		4.25100%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	4.23772%	Actual/360	16,506.55
53	71 Grace Avenue Owners Corp.	9/1/2017	8/1/2027		3.85000%	0.00173%	0.00580%	0.08000%	0.00050%	0.00025%	3.76172%	Actual/360	13,126.63
54	Riverbank South Owners Corp. a/k/a River Bank South Owners Corp.		9/1/2027		3.61000%	0.00173%	0.00580%	0.08000%	0.00050%	0.00025%	3.52172%	Actual/360	8,235.31
55	Texas Retail Portfolio	10/11/2017	9/11/2027		4.70000%	0.00173%	0.00580%	0.08250%	0.00050%	0.00025%	4.60922%	Actual/360	13,588.31
55.01	Valley Ranch
55.02	Crossroads Center
55.03	Green Oaks Center
56	100 Randall Avenue Owners Corp.	10/1/2017	9/1/2027		3.70000%	0.00173%	0.00580%	0.08000%	0.00050%	0.00025%	3.61172%	Actual/360	9,205.66
57	2680 Apt Inc.	9/1/2017	8/1/2027		3.71000%	0.00173%	0.00580%	0.08000%	0.00050%	0.00025%	3.62172%	Actual/360	7,601.63
58	36 Pondfield Road West Owners, Inc.	10/1/2017	9/1/2027		3.75000%	0.00173%	0.00580%	0.08000%	0.00050%	0.00025%	3.66172%	Actual/360	7,446.73
59	Seventy-Eight Tenants Corporation		9/1/2027		3.75000%	0.00173%	0.00580%	0.08000%	0.00050%	0.00025%	3.66172%	Actual/360	5,703.13
60	67-40 Yellowstone Blvd. Owners Corp.	10/1/2017	9/1/2027		3.77000%	0.00173%	0.00580%	0.08000%	0.00050%	0.00025%	3.68172%	Actual/360	6,863.73
61	230 Central Avenue Owners Corp.		8/1/2027		3.91000%	0.00173%	0.00580%	0.08000%	0.00050%	0.00025%	3.82172%	Actual/360	5,616.10
62	Lancaster Owners, Incorporated	10/1/2017	9/1/2027		3.70000%	0.00173%	0.00580%	0.08000%	0.00050%	0.00025%	3.61172%	Actual/360	6,904.24
63	2021 84th St. Owners Corp.	10/1/2017	9/1/2027		3.64000%	0.00173%	0.00580%	0.08000%	0.00050%	0.00025%	3.55172%	Actual/360	6,396.54
64	Shops at Carson	9/11/2017	8/11/2027		4.69000%	0.00173%	0.00580%	0.00500%	0.00050%	0.00025%	4.67672%	Actual/360	6,216.44
65	240 Prospect Pl. Apt. Corp.	10/1/2017	9/1/2027		3.84000%	0.00173%	0.00580%	0.08000%	0.00050%	0.00025%	3.75172%	Actual/360	3,745.90

A-1-3 

ANNEX A-1 — CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

Mortgage Loan Number	Property Name	Amortization Type	Interest Accrual Method During IO	Original Term to Maturity or ARD (Mos.)	Remaining Term to Maturity or ARD (Mos.)	Original IO Period (Mos.)	Remaining IO Period (Mos.)	Original Amort Term (Mos.)	Remaining Amort Term (Mos.)	Seasoning	Prepayment Provisions(3)
1	General Motors Building	Interest-only, Balloon	Actual/360	120	117	120	117	0	0	3	L(27),D(86),O(7)
2	222 Second Street	Interest-only, ARD	Actual/360	120	120	120	120	0	0	0	L(24),D(89),O(7)
3	University Center Chicago	Interest-only, Balloon	Actual/360	120	119	120	119	0	0	1	L(25),D(88),O(7)
4	Corporate Woods Portfolio	Amortizing Balloon		120	120	0	0	360	360	0	L(24),D(90),O(6)
4.01	Corporate Woods - Building 82
4.02	Corporate Woods - Building 40
4.03	Corporate Woods - Building 84
4.04	Corporate Woods - Building 32
4.05	Corporate Woods - Building 34
4.06	Corporate Woods - Building 14
4.07	Corporate Woods - Building 70
4.08	Corporate Woods - Building 9
4.09	Corporate Woods - Building 6
4.10	Corporate Woods - Building 12
4.11	Corporate Woods - Building 27
4.12	Corporate Woods - Building 51
4.13	Corporate Woods - Building 55
4.14	Corporate Woods - Building 65
4.15	Corporate Woods - Building 3
4.16	Corporate Woods - Building 75
5	Westin Building Exchange	Interest-only, Balloon	Actual/360	120	118	120	118	0	0	2	L(26),D(87),O(7)
6	Mall of Louisiana	Interest-only, Amortizing Balloon	Actual/360	120	119	36	35	360	360	1	L(25),D(91),O(4)
7	Redondo Beach Hotel Portfolio	Amortizing Balloon		120	120	0	0	360	360	0	L(24),D(92),O(4)
7.01	Hilton Garden Inn Redondo Beach
7.02	Residence Inn by Marriott Redondo Beach
8	The Churchill	Interest-only, Balloon	Actual/360	120	120	120	120	0	0	0	L(23),GRTR 1% or YM(93),O(4)
9	Overlook at King of Prussia	Interest-only, Balloon	Actual/360	120	120	120	120	0	0	0	L(36),GRTR 1% or YM(77),O(7)
10	Raleigh Marriott City Center	Interest-only, Amortizing Balloon	Actual/360	60	57	24	21	360	360	3	L(27),D(29),O(4)
11	411 East Wisconsin	Interest-only, Amortizing Balloon	Actual/360	120	118	36	34	360	360	2	L(26),D(90),O(4)
12	Jacksonville - Doubletree	Amortizing Balloon		84	82	0	0	360	358	2	L(24),GRTR 1% or YM(55),O(5)
13	Moffett Place B4	Interest-only, Amortizing Balloon	Actual/360	120	119	60	59	Payment Schedule	Payment Schedule	1	L(25),D(88),O(7)
14	Lewis Crossing	Amortizing Balloon		120	119	0	0	360	359	1	L(25),D(91),O(4)
15	First Stamford Place	Interest-only, Balloon	Actual/360	120	118	120	118	0	0	2	L(26),D(90),O(4)
16	Village at San Jacinto	Interest-only, Amortizing Balloon	Actual/360	120	118	36	34	360	360	2	L(26),D(90),O(4)
17	Metro Towne Center	Interest-only, Amortizing Balloon	Actual/360	120	120	60	60	360	360	0	L(23),GRTR 1% or YM(92),O(5)
18	Sundance West Apartments	Interest-only, Amortizing Balloon	Actual/360	120	94	24	0	360	358	26	L(50),D(63),O(7)
19	Artisan Cove	Interest-only, Amortizing Balloon	Actual/360	120	118	60	58	360	360	2	L(26),D(90),O(4)
20	Montfort Valley	Interest-only, Balloon	Actual/360	120	118	120	118	0	0	2	L(23),GRTR 1% or YM(90),O(7)
21	8532 Melrose Avenue	Interest-only, Balloon	Actual/360	120	119	120	119	0	0	1	L(25),D(91),O(4)
22	Chateau Estates	Interest-only, Balloon	Actual/360	120	120	120	120	0	0	0	L(24),GRTR 1% or YM(89),O(7)
23	HGI Memphis Wolfchase Galleria	Amortizing Balloon		120	118	0	0	300	298	2	L(26),D(90),O(4)
24	Kohl’s - Scottsdale	Amortizing Balloon		120	116	0	0	360	356	4	L(28),D(88),O(4)
25	StorQuest - Oakland San Pablo	Interest-only, Balloon	Actual/360	120	120	120	120	0	0	0	L(24),D(91),O(5)
26	French Quarter	Amortizing Balloon		120	120	0	0	360	360	0	L(24),D(92),O(4)
27	Park Lane South Owners, Inc.	Amortizing Balloon		120	119	0	0	480	479	1	GRTR 1% or YM(113),1%(3),O(4)
28	Lakeside Village Shopping Center	Interest-only, Amortizing Balloon	Actual/360	120	119	24	23	360	360	1	L(25),D(91),O(4)
29	Artist Building at 300 Summer Cooperative Corporation	Amortizing Balloon		120	120	0	0	360	360	0	GRTR 1% or YM(113),1%(3),O(4)
30	Gresham Plaza	Amortizing Balloon		120	119	0	0	300	299	1	L(25),D(90),O(5)
31	Edgewater Place	Interest-only, Amortizing Balloon	Actual/360	120	120	36	36	360	360	0	L(24),D(92),O(4)
32	US Storage Plano TX	Interest-only, Amortizing Balloon	Actual/360	120	119	60	59	360	360	1	L(25),D(91),O(4)
33	Kohl’s Ground Lease	Interest-only, Balloon	Actual/360	120	120	120	120	0	0	0	L(24),D(92),O(4)
34	38 - 50 West 9th Street Corp.	Interest-only, Balloon	Actual/360	120	120	120	120	0	0	0	GRTR 1% or YM(113),1%(3),O(4)
35	StorQuest - Lafayette	Interest-only, Balloon	Actual/360	120	119	120	119	0	0	1	L(25),D(90),O(5)
36	Extra Space Storage - Lodi	Interest-only, Balloon	Actual/360	120	119	120	119	0	0	1	L(25),D(91),O(4)
37	StorQuest - Tallahassee	Interest-only, Balloon	Actual/360	120	119	120	119	0	0	1	L(25),D(91),O(4)
38	Strawbridge Green Apartments	Amortizing Balloon		120	119	0	0	360	359	1	L(25),D(91),O(4)
39	Placerville Self Storage	Interest-only, Balloon	Actual/360	120	120	120	120	0	0	0	GRTR 1% or YM(24),GRTR 1% or YM or D(91),O(5)
40	CVS Retail Plaza	Interest-only, Balloon	Actual/360	120	119	120	119	0	0	1	L(25),D(88),O(7)
41	Summit Self Storage	Amortizing Balloon		120	119	0	0	360	359	1	GRTR 1% or YM(116),O(4)
42	55 Monroe Boulevard Owners Corp.	Amortizing Balloon		120	119	0	0	360	359	1	GRTR 1% or YM(113),1%(3),O(4)
43	County Line Crossing	Amortizing Balloon		120	116	0	0	360	356	4	L(28),D(88),O(4)
44	2199 Holland Avenue Apartment Corp. F/K/A Powers Equities, Inc.	Amortizing Balloon		120	120	0	0	360	360	0	GRTR 1% or YM(113),1%(3),O(4)
45	Englewood Village	Interest-only, Amortizing Balloon	Actual/360	120	115	24	19	360	360	5	L(29),D(87),O(4)
46	Fresenius Distribution Center SC	Amortizing Balloon		120	119	0	0	360	359	1	L(25),D(91),O(4)
47	Irwindale Commerce Center	Amortizing Balloon		120	119	0	0	360	359	1	L(25),D(91),O(4)
48	Saline Shopping Center	Amortizing Balloon		120	119	0	0	240	239	1	L(25),D(91),O(4)
49	StorQuest - Glendale AZ	Interest-only, Balloon	Actual/360	120	119	120	119	0	0	1	L(25),D(91),O(4)
50	West 24th Owners Corp.	Amortizing Balloon		120	120	0	0	360	360	0	GRTR 1% or YM(113),1%(3),O(4)
51	590 East 3rd Street Owners Corp.	Amortizing Balloon		120	120	0	0	480	480	0	GRTR 1% or YM(113),1%(3),O(4)
52	Folly Road Self Storage	Interest-only, Amortizing Balloon	Actual/360	120	120	36	36	360	360	0	L(24),D(92),O(4)
53	71 Grace Avenue Owners Corp.	Amortizing Balloon		120	119	0	0	360	359	1	GRTR 1% or YM(113),1%(3),O(4)
54	Riverbank South Owners Corp. a/k/a River Bank South Owners Corp.	Interest-only, Balloon	Actual/360	120	120	120	120	0	0	0	GRTR 1% or YM(113),1%(3),O(4)
55	Texas Retail Portfolio	Amortizing Balloon		120	120	0	0	360	360	0	L(24),D(92),O(4)
55.01	Valley Ranch
55.02	Crossroads Center
55.03	Green Oaks Center
56	100 Randall Avenue Owners Corp.	Amortizing Balloon		120	120	0	0	360	360	0	GRTR 1% or YM(113),1%(3),O(4)
57	2680 Apt Inc.	Amortizing Balloon		120	119	0	0	480	479	1	GRTR 1% or YM(113),1%(3),O(4)
58	36 Pondfield Road West Owners, Inc.	Amortizing Balloon		120	120	0	0	480	480	0	GRTR 1% or YM(113),1%(3),O(4)
59	Seventy-Eight Tenants Corporation	Interest-only, Balloon	Actual/360	120	120	120	120	0	0	0	GRTR 1% or YM(113),1%(3),O(4)
60	67-40 Yellowstone Blvd. Owners Corp.	Amortizing Balloon		120	120	0	0	480	480	0	GRTR 1% or YM(113),1%(3),O(4)
61	230 Central Avenue Owners Corp.	Interest-only, Balloon	Actual/360	120	119	120	119	0	0	1	GRTR 1% or YM(113),1%(3),O(4)
62	Lancaster Owners, Incorporated	Amortizing Balloon		120	120	0	0	360	360	0	GRTR 1% or YM(113),1%(3),O(4)
63	2021 84th St. Owners Corp.	Amortizing Balloon		120	120	0	0	360	360	0	GRTR 1% or YM(113),1%(3),O(4)
64	Shops at Carson	Amortizing Balloon		120	119	0	0	360	359	1	L(25),D(91),O(4)
65	240 Prospect Pl. Apt. Corp.	Amortizing Balloon		120	120	0	0	360	360	0	GRTR 1% or YM(113),1%(3),O(4)

A-1-4 

ANNEX A-1 — CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

Mortgage Loan Number	Property Name	Grace Period Default (Days)(4)	Grace Period Late (Days)	Appraised Value ($)(5)	Appraisal Date	Coop -Rental Value	Coop - LTV as Rental	Coop - Unsold Percent	Coop - Sponsor Units	Coop - Investor Units	Coop - Units	Coop - Sponsor Carry	Coop - Committed Secondary Debt	U/W NOI DSCR (x)(6)	U/W NCF DSCR (x)(6)
1	General Motors Building	0	0	4,800,000,000	5/8/2017									4.45	4.33
2	222 Second Street	0	0	516,000,000	7/26/2017									1.96	1.84
3	University Center Chicago	0	0	203,400,000	6/1/2017									2.74	2.69
4	Corporate Woods Portfolio	0	0	299,100,000	6/15/2017									1.69	1.48
4.01	Corporate Woods - Building 82			46,000,000	6/15/2017
4.02	Corporate Woods - Building 40			43,300,000	6/15/2017
4.03	Corporate Woods - Building 84			42,200,000	6/15/2017
4.04	Corporate Woods - Building 32			31,800,000	6/15/2017
4.05	Corporate Woods - Building 34			15,400,000	6/15/2017
4.06	Corporate Woods - Building 14			14,400,000	6/15/2017
4.07	Corporate Woods - Building 70			13,700,000	6/15/2017
4.08	Corporate Woods - Building 9			12,800,000	6/15/2017
4.09	Corporate Woods - Building 6			12,700,000	6/15/2017
4.10	Corporate Woods - Building 12			12,500,000	6/15/2017
4.11	Corporate Woods - Building 27			12,200,000	6/15/2017
4.12	Corporate Woods - Building 51			10,500,000	6/15/2017
4.13	Corporate Woods - Building 55			10,300,000	6/15/2017
4.14	Corporate Woods - Building 65			6,600,000	6/15/2017
4.15	Corporate Woods - Building 3			6,600,000	6/15/2017
4.16	Corporate Woods - Building 75			4,500,000	6/15/2017
5	Westin Building Exchange	0	0	507,000,000	5/23/2017									7.39	7.20
6	Mall of Louisiana	0	0	570,000,000	6/23/2017									1.94	1.85
7	Redondo Beach Hotel Portfolio	0	0	99,500,000	6/29/2017									1.92	1.58
7.01	Hilton Garden Inn Redondo Beach			$41,000,000	6/29/2017
7.02	Residence Inn by Marriott Redondo Beach			$58,500,000	6/29/2017
8	The Churchill	5	0	516,000,000	6/29/2017	275,000,000	17.8%	10.9%	64	0	0	(103,001)		6.29	6.17
9	Overlook at King of Prussia	0	0	77,300,000	7/12/2017									3.15	2.99
10	Raleigh Marriott City Center	5	5	108,000,000	3/30/2017									2.16	1.91
11	411 East Wisconsin	5	0	133,200,000	5/23/2017									1.84	1.46
12	Jacksonville - Doubletree	0	0	54,600,000	5/16/2017									2.16	1.82
13	Moffett Place B4	0	0	309,500,000	11/1/2018									2.29	2.29
14	Lewis Crossing	0	5	44,900,000	6/23/2017									1.47	1.39
15	First Stamford Place	0	0	285,000,000	5/3/2017									3.05	2.71
16	Village at San Jacinto	0	0	29,800,000	5/13/2017									1.43	1.35
17	Metro Towne Center	5	5	32,900,000	6/26/2017									1.80	1.67
18	Sundance West Apartments	5	5	37,500,000	7/19/2017									1.79	1.71
19	Artisan Cove	4	5	23,500,000	5/16/2017									1.38	1.37
20	Montfort Valley	5	5	22,500,000	6/9/2017									2.27	2.18
21	8532 Melrose Avenue	5	5	25,000,000	7/1/2017									1.85	1.80
22	Chateau Estates	5	5	22,090,000	7/12/2017									2.43	2.35
23	HGI Memphis Wolfchase Galleria	0	0	19,600,000	4/4/2017									2.02	1.80
24	Kohl’s - Scottsdale	0	0	21,950,000	3/16/2017									1.46	1.35
25	StorQuest - Oakland San Pablo	4	5	20,500,000	4/19/2017									2.43	2.41
26	French Quarter	5	5	21,000,000	6/20/2017									1.78	1.67
27	Park Lane South Owners, Inc.	10	10	63,500,000	6/30/2017	64,600,000	18.6%	1.9%	4	0	0	4,608		5.38	5.28
28	Lakeside Village Shopping Center	5	0	15,100,000	6/8/2017									1.50	1.42
29	Artist Building at 300 Summer Cooperative Corporation	10	10	39,800,000	7/1/2016	35,650,000	26.7%	2.1%	1	0	0	3,925		2.44	2.40
30	Gresham Plaza	5	5	11,850,000	6/2/2017									2.06	1.88
31	Edgewater Place	5	15	10,525,000	7/10/2017									2.14	1.92
32	US Storage Plano TX	4	5	10,500,000	6/7/2017									1.90	1.86
33	Kohl’s Ground Lease	5	5	12,000,000	5/23/2017									2.09	2.09
34	38 - 50 West 9th Street Corp.	10	10	101,400,000	7/26/2017	82,900,000	8.1%	0.0%	0	0	0		1,500,000	13.79	13.71
35	StorQuest - Lafayette	4	5	10,720,000	4/19/2017									2.46	2.42
36	Extra Space Storage - Lodi	4	4	$9,950,000	6/9/2017									2.37	2.32
37	StorQuest - Tallahassee	4	5	$10,100,000	6/5/2017									2.41	2.36
38	Strawbridge Green Apartments	5	5	8,800,000	6/14/2017									1.65	1.50
39	Placerville Self Storage	4	5	$9,800,000	6/23/2017									2.35	2.31
40	CVS Retail Plaza	0	0	8,700,000	6/6/2017									2.68	2.57
41	Summit Self Storage	4	5	$7,400,000	6/20/2017									1.55	1.51
42	55 Monroe Boulevard Owners Corp.	10	10	31,100,000	6/14/2017	22,400,000	23.2%	0.0%	0	0	0		250,000	4.15	4.08
43	County Line Crossing	4	5	7,600,000	4/6/2017									1.80	1.68
44	2199 Holland Avenue Apartment Corp. F/K/A Powers Equities, Inc.	10	10	15,500,000	8/3/2017	16,600,000	30.1%	29.2%	25	0	1	72,473		3.34	3.27
45	Englewood Village	0	0	8,725,000	3/31/2017									2.23	2.07
46	Fresenius Distribution Center SC	4	5	10,200,000	6/2/2017									2.34	2.19
47	Irwindale Commerce Center	0	0	9,300,000	6/5/2017									1.65	1.56
48	Saline Shopping Center	0	0	8,250,000	5/19/2017									1.81	1.63
49	StorQuest - Glendale AZ	4	5	6,960,000	5/31/2017									2.37	2.30
50	West 24th Owners Corp.	10	10	63,100,000	7/12/2017	47,800,000	7.9%	17.7%	17	0	0	42,794	250,000	9.74	9.67
51	590 East 3rd Street Owners Corp.	10	10	8,800,000	6/28/2017	9,700,000	34.8%	51.9%	40	0	2	115,007		3.95	3.81
52	Folly Road Self Storage	4	5	4,700,000	7/7/2017									1.72	1.68
53	71 Grace Avenue Owners Corp.	10	10	9,630,000	6/20/2017	9,700,000	28.8%	0.0%	0	0	0		200,000	3.27	3.22
54	Riverbank South Owners Corp. a/k/a River Bank South Owners Corp.	10	10	128,600,000	6/14/2017	68,900,000	3.9%	0.0%	0	0	0		500,000	38.82	38.34
55	Texas Retail Portfolio	0	0	10,040,000	Various									3.46	3.11
55.01	Valley Ranch			4,720,000	5/19/2017
55.02	Crossroads Center			2,320,000	4/7/2017
55.03	Green Oaks Center			3,000,000	4/7/2017
56	100 Randall Avenue Owners Corp.	10	10	6,240,000	7/20/2017	8,700,000	23.0%	6.8%	2	0	1	4,308	250,000	4.22	4.13
57	2680 Apt Inc.	10	10	24,100,000	6/22/2017	26,000,000	7.3%	12.1%	13	0	0	78,939	200,000	13.89	13.53
58	36 Pondfield Road West Owners, Inc.	10	10	9,060,000	6/30/2017	9,350,000	19.8%	11.1%	4	0	0	20,494	750,000	6.93	6.80
59	Seventy-Eight Tenants Corporation	10	10	13,550,000	7/28/2017	8,540,000	21.1%	0.0%	0	0	0		250,000	6.66	6.55
60	67-40 Yellowstone Blvd. Owners Corp.	10	10	36,100,000	7/11/2017	32,400,000	5.2%	16.2%	18	0	0	41,357	500,000	19.02	18.71
61	230 Central Avenue Owners Corp.	10	10	6,550,000	5/11/2017	7,100,000	23.9%	0.0%	0	0	0		200,000	6.02	5.83
62	Lancaster Owners, Incorporated	10	10	22,380,000	7/14/2017	15,650,000	9.6%	0.0%	0	0	0		200,000	9.98	9.92
63	2021 84th St. Owners Corp.	10	10	15,700,000	7/19/2017	13,500,000	10.4%	12.5%	8	0	0	10,576	250,000	8.60	8.34
64	Shops at Carson	0	0	4,000,000	3/18/2017									2.76	2.54
65	240 Prospect Pl. Apt. Corp.	10	10	7,460,000	7/10/2017	4,100,000	19.5%	0.0%	0	0	0		200,000	4.64	4.57

A-1-5 

ANNEX A-1 — CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

Mortgage Loan Number	Property Name	Cut-off Date LTV Ratio(5)(6)	LTV Ratio at Maturity or ARD(5)(6)	Cut-off Date U/W NOI Debt Yield(6)	Cut-off Date U/W NCF Debt Yield(6)	U/W Revenues ($)(7)	U/W Expenses ($)	U/W Net Operating Income ($)	U/W Replacement ($)	U/W TI/LC ($)	U/W Net Cash Flow ($)	Occupancy Rate(7)	Occupancy as-of Date	U/W Hotel ADR
1	General Motors Building	30.6%	30.6%	15.5%	15.1%	334,764,418	107,458,009	227,306,409	397,997	5,363,618	221,544,794	95.0%	6/1/2017
2	222 Second Street	56.5%	56.5%	7.8%	7.3%	35,316,832	12,580,939	22,735,893	67,863	1,357,254	21,310,776	100.0%	9/1/2017
3	University Center Chicago	59.3%	59.3%	10.9%	10.7%	23,284,431	10,155,231	13,129,200	182,017	57,149	12,890,034	89.8%	7/17/2017
4	Corporate Woods Portfolio	74.0%	59.7%	10.2%	9.0%	45,713,777	23,101,714	22,612,063	459,093	2,299,878	19,853,093	92.7%	5/31/2017
4.01	Corporate Woods - Building 82					6,975,625	2,997,433	3,978,192	29,738	330,427	3,618,028	98.2%	5/31/2017
4.02	Corporate Woods - Building 40					6,835,137	3,404,190	3,430,947	58,236	357,266	3,015,444	96.8%	5/31/2017
4.03	Corporate Woods - Building 84					5,506,435	2,906,986	2,599,449	42,636	224,155	2,332,658	83.1%	5/31/2017
4.04	Corporate Woods - Building 32					4,531,938	2,248,626	2,283,312	49,348	241,530	1,992,435	98.5%	5/31/2017
4.05	Corporate Woods - Building 34					2,127,099	1,016,012	1,111,087	25,623	111,922	973,541	100.0%	5/31/2017
4.06	Corporate Woods - Building 14					2,377,504	1,232,511	1,144,993	23,982	133,542	987,468	96.7%	5/31/2017
4.07	Corporate Woods - Building 70					2,540,704	1,229,428	1,311,276	20,060	127,501	1,163,715	94.6%	5/31/2017
4.08	Corporate Woods - Building 9					2,159,278	1,053,869	1,105,409	26,825	115,548	963,037	92.7%	5/31/2017
4.09	Corporate Woods - Building 6					2,024,970	1,131,503	893,468	33,750	107,561	752,156	83.8%	5/31/2017
4.10	Corporate Woods - Building 12					1,970,953	1,200,101	770,852	29,995	98,060	642,797	80.6%	5/31/2017
4.11	Corporate Woods - Building 27					2,090,779	1,079,651	1,011,128	16,244	112,071	882,814	95.2%	5/31/2017
4.12	Corporate Woods - Building 51					1,928,861	1,027,327	901,535	26,973	105,409	769,152	94.2%	5/31/2017
4.13	Corporate Woods - Building 55					1,824,128	1,021,945	802,182	30,316	96,895	674,971	88.4%	5/31/2017
4.14	Corporate Woods - Building 65					835,285	359,426	475,859	9,308	30,293	436,257	100.0%	5/31/2017
4.15	Corporate Woods - Building 3					1,089,487	673,237	416,250	24,642	57,533	334,075	81.2%	5/31/2017
4.16	Corporate Woods - Building 75					895,595	519,470	376,125	11,417	50,163	314,544	88.9%	5/31/2017
5	Westin Building Exchange	26.6%	26.6%	24.7%	24.0%	49,623,834	16,327,188	33,296,646	80,309	803,088	32,413,249	93.5%	6/26/2017
6	Mall of Louisiana	57.0%	49.3%	11.1%	10.6%	43,215,234	7,152,311	36,062,923	155,358	1,473,928	34,433,637	91.8%	6/30/2017
7	Redondo Beach Hotel Portfolio	64.3%	53.1%	12.5%	10.3%	19,280,938	11,259,706	8,021,232	771,238	0	6,620,265	91.2%	6/30/2017	166
7.01	Hilton Garden Inn Redondo Beach					8,848,366	5,632,580	3,215,786	353,935	0	2,579,181	92.0%	6/30/2017	156
7.02	Residence Inn by Marriott Redondo Beach					10,432,572	5,627,126	4,805,446	417,303	0	4,041,084	90.5%	6/30/2017	174
8	The Churchill	9.5%	9.5%	21.0%	20.6%	22,400,194	12,120,905	10,279,289	205,450	0	10,073,839	95.0%	6/29/2017
9	Overlook at King of Prussia	52.8%	52.8%	12.2%	11.6%	6,700,754	1,715,868	4,984,886	29,210	223,926	4,731,750	100.0%	7/6/2017
10	Raleigh Marriott City Center	63.0%	60.1%	13.8%	12.2%	26,805,604	17,409,526	9,396,078	1,072,224	0	8,323,854	76.4%	7/31/2017	161
11	411 East Wisconsin	70.4%	61.1%	10.7%	8.5%	17,818,325	7,761,032	10,057,294	138,625	1,926,890	7,991,778	87.6%	6/6/2017
12	Jacksonville - Doubletree	64.9%	57.4%	13.7%	11.6%	15,074,011	10,206,539	4,867,472	753,701	0	4,113,772	77.9%	7/31/2017	132
13	Moffett Place B4	41.0%	37.3%	12.2%	12.2%	17,794,328	2,240,410	15,553,919	62,870	0	15,491,048	100.0%	9/1/2017
14	Lewis Crossing	66.7%	53.7%	8.8%	8.3%	3,279,757	651,084	2,628,672	33,000	108,824	2,486,848	89.8%	8/3/2017
15	First Stamford Place	57.5%	57.5%	12.7%	11.2%	34,742,601	13,991,349	20,751,252	186,409	2,118,282	18,446,560	91.0%	4/1/2017
16	Village at San Jacinto	73.0%	63.9%	8.7%	8.2%	2,587,463	700,768	1,886,696	18,610	82,265	1,785,820	94.6%	6/21/2017
17	Metro Towne Center	60.3%	54.8%	10.4%	9.7%	2,869,891	799,292	2,070,599	28,129	120,954	1,921,516	91.6%	6/1/2017
18	Sundance West Apartments	48.0%	41.2%	11.0%	10.5%	3,640,184	1,667,037	1,973,147	87,000	0	1,886,147	95.4%	6/8/2017
19	Artisan Cove	71.3%	65.2%	8.4%	8.3%	1,796,047	385,890	1,410,157	12,750	0	1,397,407	100.0%	9/1/2017
20	Montfort Valley	65.0%	65.0%	9.6%	9.2%	2,342,371	940,852	1,401,519	56,000	0	1,345,519	96.9%	6/1/2017
21	8532 Melrose Avenue	57.0%	57.0%	7.8%	7.6%	1,431,267	312,648	1,118,619	989	32,940	1,084,689	100.0%	5/31/2017
22	Chateau Estates	62.8%	62.8%	9.8%	9.5%	2,203,421	837,381	1,366,040	46,000	0	1,320,040	97.3%	7/31/2017
23	HGI Memphis Wolfchase Galleria	69.8%	51.9%	13.9%	12.3%	5,349,662	3,447,516	1,902,146	213,986	0	1,688,160	82.4%	6/30/2017	126
24	Kohl’s - Scottsdale	61.2%	49.7%	8.9%	8.2%	1,422,932	226,827	1,196,105	29,175	67,173	1,099,758	100.0%	8/1/2017
25	StorQuest - Oakland San Pablo	59.8%	59.8%	9.8%	9.8%	1,774,642	568,104	1,206,538	9,131	0	1,197,407	86.3%	8/1/2017
26	French Quarter	57.1%	45.9%	10.6%	9.9%	1,728,914	459,768	1,269,146	11,446	67,831	1,189,869	92.2%	7/15/2017
27	Park Lane South Owners, Inc.	18.9%	16.6%	26.1%	25.6%	5,951,153	2,821,509	3,129,644	62,400	0	3,067,244	96.2%	6/30/2017
28	Lakeside Village Shopping Center	70.9%	60.7%	9.2%	8.7%	1,572,903	586,130	986,773	7,521	47,170	932,082	100.0%	4/30/2017
29	Artist Building at 300 Summer Cooperative Corporation	23.9%	19.4%	15.0%	14.8%	2,011,076	577,863	1,433,213	26,580	0	1,406,633	96.0%	7/1/2016
30	Gresham Plaza	59.9%	43.2%	13.0%	11.9%	1,288,703	362,982	925,721	15,825	62,508	847,389	100.0%	7/31/2017
31	Edgewater Place	67.2%	58.0%	12.1%	10.9%	1,147,397	288,544	858,853	33,157	55,262	770,434	90.4%	8/7/2017
32	US Storage Plano TX	67.3%	61.3%	11.1%	10.9%	1,111,542	328,413	783,129	13,590	0	769,539	98.7%	7/6/2017
33	Kohl’s Ground Lease	58.3%	58.3%	9.0%	9.0%	632,500	4,238	628,262	0	0	628,262	100.0%	9/1/2017
34	38 - 50 West 9th Street Corp.	6.6%	6.6%	52.9%	52.6%	4,960,896	1,419,072	3,541,824	20,400	0	3,521,424	97.0%	7/26/2017
35	StorQuest - Lafayette	58.3%	58.3%	9.9%	9.7%	961,771	342,741	619,030	10,827	0	608,203	83.8%	4/18/2017
36	Extra Space Storage - Lodi	60.3%	60.3%	10.5%	10.3%	933,384	304,254	629,130	12,503	0	616,627	99.3%	6/30/2017
37	StorQuest - Tallahassee	59.4%	59.4%	10.0%	9.8%	1,026,611	426,432	600,179	11,445	0	588,734	96.2%	6/30/2017
38	Strawbridge Green Apartments	68.1%	54.7%	9.8%	8.9%	1,624,821	1,038,508	586,313	53,685	0	532,628	91.6%	6/30/2017
39	Placerville Self Storage	60.2%	60.2%	10.7%	10.6%	871,328	237,735	633,593	10,436	0	623,157	94.3%	7/17/2017
40	CVS Retail Plaza	60.3%	60.3%	11.9%	11.3%	728,476	106,036	622,440	5,686	21,324	595,429	100.0%	7/1/2017
41	Summit Self Storage	70.5%	57.7%	9.8%	9.5%	772,834	262,824	510,010	12,739	0	497,271	97.3%	6/30/2017
42	55 Monroe Boulevard Owners Corp.	16.7%	13.2%	23.1%	22.7%	2,086,352	886,490	1,199,862	22,000	0	1,177,862	98.0%	6/14/2017
43	County Line Crossing	68.1%	55.7%	11.3%	10.5%	811,843	228,485	583,358	5,097	33,956	544,305	95.3%	4/3/2017
44	2199 Holland Avenue Apartment Corp. F/K/A Powers Equities, Inc.	32.3%	25.4%	18.7%	18.2%	1,634,462	700,577	933,885	22,100	0	911,785	97.9%	8/3/2017
45	Englewood Village	57.3%	48.8%	13.3%	12.4%	822,041	155,156	666,885	13,758	34,396	618,731	100.0%	4/3/2017
46	Fresenius Distribution Center SC	49.0%	40.3%	15.1%	14.2%	975,903	219,973	755,930	18,225	30,596	707,109	100.0%	9/1/2017
47	Irwindale Commerce Center	53.7%	44.1%	10.6%	10.0%	730,710	202,088	528,622	4,952	24,739	498,931	91.0%	7/27/2017
48	Saline Shopping Center	55.6%	34.5%	13.8%	12.5%	1,009,636	375,639	633,998	19,298	41,953	572,746	92.5%	8/11/2017
49	StorQuest - Glendale AZ	58.9%	58.9%	10.1%	9.8%	617,830	204,831	412,999	11,265	0	401,734	90.4%	6/30/2017
50	West 24th Owners Corp.	6.0%	4.7%	53.9%	53.5%	2,959,763	912,174	2,047,589	15,800	0	2,031,789	98.1%	7/12/2017
51	590 East 3rd Street Owners Corp.	38.4%	33.7%	19.5%	18.8%	1,458,146	800,080	658,066	22,000	0	636,066	96.5%	6/28/2017
52	Folly Road Self Storage	71.4%	62.1%	10.1%	9.9%	514,126	174,160	339,966	6,486	0	333,480	94.6%	7/31/2017
53	71 Grace Avenue Owners Corp.	29.0%	23.0%	18.4%	18.2%	820,800	305,032	515,768	8,000	0	507,768	98.0%	6/20/2017
54	Riverbank South Owners Corp. a/k/a River Bank South Owners Corp.	2.1%	2.1%	142.1%	140.3%	4,892,566	1,056,144	3,836,422	47,600	0	3,788,822	96.0%	6/14/2017
55	Texas Retail Portfolio	26.1%	21.2%	21.6%	19.4%	1,049,308	484,617	564,690	15,224	41,972	507,494	97.4%	Various
55.01	Valley Ranch					496,885	202,600	294,285	9,049	19,875	265,361	95.2%	8/31/2017
55.02	Crossroads Center					302,334	145,904	156,430	2,535	12,093	141,801	100.0%	7/31/2017
55.03	Green Oaks Center					250,089	136,114	113,975	3,640	10,004	100,332	100.0%	8/31/2017
56	100 Randall Avenue Owners Corp.	32.1%	25.2%	23.3%	22.8%	821,494	354,822	466,672	10,100	0	456,572	98.0%	7/20/2017
57	2680 Apt Inc.	7.9%	6.9%	66.7%	65.0%	1,997,322	730,630	1,266,692	32,400	0	1,234,292	95.2%	6/22/2017
58	36 Pondfield Road West Owners, Inc.	20.4%	17.9%	33.5%	32.9%	888,321	269,158	619,163	11,100	0	608,063	97.1%	6/30/2017
59	Seventy-Eight Tenants Corporation	13.3%	13.3%	25.3%	24.9%	678,300	222,495	455,805	7,500	0	448,305	96.0%	7/28/2017
60	67-40 Yellowstone Blvd. Owners Corp.	4.7%	4.1%	92.2%	90.6%	2,729,746	1,162,984	1,566,762	26,000	0	1,540,762	98.0%	7/11/2017
61	230 Central Avenue Owners Corp.	26.0%	26.0%	23.8%	23.1%	720,556	315,163	405,393	12,400	0	392,993	96.0%	5/11/2017
62	Lancaster Owners, Incorporated	6.7%	5.3%	55.1%	54.8%	1,048,363	221,845	826,518	5,000	0	821,518	95.0%	7/14/2017
63	2021 84th St. Owners Corp.	8.9%	7.0%	47.1%	45.7%	1,133,077	473,270	659,807	19,500	0	640,307	95.3%	7/19/2017
64	Shops at Carson	30.0%	24.4%	17.2%	15.8%	265,523	59,942	205,581	6,302	9,646	189,633	100.0%	5/1/2017
65	240 Prospect Pl. Apt. Corp.	10.7%	8.5%	26.1%	25.7%	301,740	93,118	208,622	3,200	0	205,422	95.0%	7/10/2017

A-1-6 

ANNEX A-1 — CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

Mortgage Loan Number	Property Name	U/W Hotel RevPAR	Most Recent Period	Most Recent Revenues ($)	Most Recent Expenses ($)	Most Recent NOI ($)	Most Recent Capital Expenditures	Most Recent NCF ($)	Most Recent Hotel ADR	Most Recent Hotel RevPAR	Second Most Recent Period	Second Most Recent Revenues ($)	Second Most Recent Expenses ($)
1	General Motors Building		Actual 2016	256,349,455	104,924,109	151,425,346	0	151,425,346			Actual 2015	249,768,162	99,256,499
2	222 Second Street		NAV	NAV	NAV	NAV	NAV	NAV			NAV	NAV	NAV
3	University Center Chicago		TTM 3/31/2017	22,817,750	8,553,765	14,263,985	0	14,263,985			Actual 2016	22,929,770	8,477,589
4	Corporate Woods Portfolio		TTM 6/30/2017	43,239,702	22,546,739	20,692,963	0	20,692,963			Actual 2016	41,781,575	21,902,104
4.01	Corporate Woods - Building 82		TTM 6/30/2017	6,608,256	2,946,906	3,661,350	0	3,661,350			Actual 2016	6,569,952	2,832,902
4.02	Corporate Woods - Building 40		TTM 6/30/2017	6,642,113	3,356,437	3,285,675	0	3,285,675			Actual 2016	6,415,560	3,303,831
4.03	Corporate Woods - Building 84		TTM 6/30/2017	5,648,598	2,819,749	2,828,849	0	2,828,849			Actual 2016	5,698,387	2,692,896
4.04	Corporate Woods - Building 32		TTM 6/30/2017	4,675,720	2,214,321	2,461,399	0	2,461,399			Actual 2016	4,467,274	2,205,007
4.05	Corporate Woods - Building 34		TTM 6/30/2017	513,694	951,433	-437,739	0	-437,739			Actual 2016	80,505	990,960
4.06	Corporate Woods - Building 14		TTM 6/30/2017	2,339,051	1,203,846	1,135,205	0	1,135,205			Actual 2016	2,291,770	1,188,810
4.07	Corporate Woods - Building 70		TTM 6/30/2017	2,217,780	1,207,828	1,009,952	0	1,009,952			Actual 2016	2,128,274	1,109,268
4.08	Corporate Woods - Building 9		TTM 6/30/2017	1,943,043	1,020,673	922,370	0	922,370			Actual 2016	2,006,909	995,872
4.09	Corporate Woods - Building 6		TTM 6/30/2017	2,195,990	1,106,033	1,089,957	0	1,089,957			Actual 2016	2,150,771	1,056,501
4.10	Corporate Woods - Building 12		TTM 6/30/2017	1,737,391	1,163,284	574,107	0	574,107			Actual 2016	1,448,620	1,110,139
4.11	Corporate Woods - Building 27		TTM 6/30/2017	2,126,116	1,050,454	1,075,662	0	1,075,662			Actual 2016	2,101,628	1,034,353
4.12	Corporate Woods - Building 51		TTM 6/30/2017	1,797,706	995,038	802,668	0	802,668			Actual 2016	1,749,269	924,920
4.13	Corporate Woods - Building 55		TTM 6/30/2017	1,786,197	993,424	792,773	0	792,773			Actual 2016	1,718,413	972,092
4.14	Corporate Woods - Building 65		TTM 6/30/2017	881,924	356,484	525,440	0	525,440			Actual 2016	855,708	359,794
4.15	Corporate Woods - Building 3		TTM 6/30/2017	1,234,823	663,788	571,035	0	571,035			Actual 2016	1,195,764	641,437
4.16	Corporate Woods - Building 75		TTM 6/30/2017	891,299	497,041	394,258	0	394,258			Actual 2016	902,771	483,321
5	Westin Building Exchange		TTM 4/30/2017	46,755,471	15,924,978	30,830,493	0	30,830,493			Actual 2016	45,505,740	15,441,337
6	Mall of Louisiana		TTM 4/30/2017	42,205,123	7,209,498	34,995,624	0	34,995,624			Actual 2016	42,235,214	7,196,737
7	Redondo Beach Hotel Portfolio	151	TTM 6/30/2017	19,280,938	10,909,580	8,371,358	506,946	7,864,412	166	151	Actual 2016	19,018,678	10,433,186
7.01	Hilton Garden Inn Redondo Beach	144	TTM 6/30/2017	8,848,366	5,434,332	3,414,034	205,352	3,208,682	156	144	Actual 2016	8,756,895	5,180,065
7.02	Residence Inn by Marriott Redondo Beach	157	TTM 6/30/2017	10,432,572	5,475,248	4,957,324	301,594	4,655,730	174	157	Actual 2016	10,261,783	5,253,121
8	The Churchill
9	Overlook at King of Prussia		TTM 6/30/2017	6,625,096	1,713,259	4,911,836	0	4,911,836			Actual 2016	6,560,102	1,635,327
10	Raleigh Marriott City Center	123	TTM 7/31/2017	26,805,604	17,393,937	9,411,667	0	9,411,667	161	123	Actual 2016	26,773,991	17,272,586
11	411 East Wisconsin		TTM 4/30/2017	17,823,123	7,646,861	10,176,262	0	10,176,262			Actual 2016	17,756,205	7,689,156
12	Jacksonville - Doubletree	103	TTM 7/31/2017	15,074,011	10,176,757	4,897,254	0	4,897,254	132	103	Actual 2016	14,499,290	9,944,679
13	Moffett Place B4		NAV	NAV	NAV	NAV	NAV	NAV			NAV	NAV	NAV
14	Lewis Crossing		NAV	NAV	NAV	NAV	NAV	NAV			NAV	NAV	NAV
15	First Stamford Place		TTM 3/31/2017	34,538,986	14,107,046	20,431,940	0	20,431,940			Actual 2016	35,408,200	14,004,567
16	Village at San Jacinto		TTM 4/30/2017	2,520,659	647,824	1,872,835	0	1,872,835			Actual 2016	2,474,674	674,277
17	Metro Towne Center		TTM 5/31/2017	2,805,961	816,780	1,989,181	0	1,989,181			Actual 2016	2,810,957	758,792
18	Sundance West Apartments		TTM 7/31/2017	3,525,376	1,702,203	1,823,173	0	1,823,173			Actual 2016	3,192,549	1,721,091
19	Artisan Cove		TTM 5/31/2017	1,212,430	271,607	940,823	0	940,823			Actual 2016	836,585	198,333
20	Montfort Valley		TTM 5/31/2017	2,204,882	795,042	1,409,840	0	1,409,840			Actual 2016	2,118,027	776,451
21	8532 Melrose Avenue		NAV	NAV	NAV	NAV	NAV	NAV			NAV	NAV	NAV
22	Chateau Estates		TTM 7/31/2017	2,136,064	797,016	1,339,048	0	1,339,048			Actual 2016	2,066,751	794,205
23	HGI Memphis Wolfchase Galleria	104	TTM 6/30/2017	5,349,662	3,327,291	2,022,371	0	2,022,371	126	104	Actual 2016	5,013,718	3,191,482
24	Kohl’s - Scottsdale		Actual 2016	1,269,616	41,042	1,228,574	0	1,228,574			Actual 2015	1,276,138	40,783
25	StorQuest - Oakland San Pablo		TTM 6/30/2017	1,774,643	582,387	1,192,256	0	1,192,256			Actual 2016	1,717,592	585,869
26	French Quarter		TTM 5/31/2017	1,582,021	402,113	1,179,908	0	1,179,908			Actual 2016	1,463,988	338,875
27	Park Lane South Owners, Inc.
28	Lakeside Village Shopping Center		Actual 2016	1,388,560	627,158	761,402	0	761,402			Actual 2015	1,199,316	530,848
29	Artist Building at 300 Summer Cooperative Corporation
30	Gresham Plaza		Actual 2016	1,333,335	360,401	972,934	0	972,934			Actual 2015	1,258,165	367,512
31	Edgewater Place		Actual 2016	1,158,085	390,519	767,566	0	767,566			NAV	NAV	NAV
32	US Storage Plano TX		TTM 4/30/2017	1,088,047	350,417	737,630	0	737,630			Actual 2016	1,033,114	329,031
33	Kohl’s Ground Lease		Actual 2016	575,000	4,101	570,899	0	570,899			Actual 2015	575,000	4,315
34	38 - 50 West 9th Street Corp.
35	StorQuest - Lafayette		TTM 6/30/2017	948,181	378,133	570,048	0	570,048			Actual 2016	944,322	365,023
36	Extra Space Storage - Lodi		TTM 5/31/2017	862,915	263,921	598,994	0	598,994			Actual 2016	836,163	274,230
37	StorQuest - Tallahassee		TTM 3/31/2017	1,026,611	455,123	571,488	0	571,488			Actual 2016	984,384	463,153
38	Strawbridge Green Apartments		TTM 6/30/2017	1,519,140	1,048,719	470,422	0	470,422			Actual 2016	1,498,380	1,050,986
39	Placerville Self Storage		TTM 7/31/2017	806,823	238,313	568,510	0	568,510			Actual 2016	597,503	182,770
40	CVS Retail Plaza		TTM 5/31/2017	748,729	97,967	650,762	0	650,762			Actual 2016	742,481	93,821
41	Summit Self Storage		TTM 6/30/2017	755,530	280,414	475,116	0	475,116			Actual 2016	741,661	290,098
42	55 Monroe Boulevard Owners Corp.
43	County Line Crossing		TTM 3/31/2017	766,480	236,455	530,025	0	530,025			Actual 2016	757,037	235,410
44	2199 Holland Avenue Apartment Corp. F/K/A Powers Equities, Inc.
45	Englewood Village		TTM 7/31/2017	830,079	187,911	642,168	0	642,168			Actual 2016	845,565	189,696
46	Fresenius Distribution Center SC		TTM 4/30/2017	1,000,969	180,118	820,851	0	820,851			Actual 2016	1,000,969	177,779
47	Irwindale Commerce Center		Actual 2016	686,324	216,371	469,953	0	469,953			Actual 2015	663,937	216,189
48	Saline Shopping Center		TTM 6/30/2017	989,786	388,573	601,213	0	601,213			Actual 2016	1,064,525	392,231
49	StorQuest - Glendale AZ		TTM 3/31/2017	610,247	222,100	388,147	300	387,847			Actual 2016	580,739	219,357
50	West 24th Owners Corp.
51	590 East 3rd Street Owners Corp.
52	Folly Road Self Storage		TTM 6/30/2017	514,126	205,805	308,321	0	308,321			Actual 2016	525,007	215,545
53	71 Grace Avenue Owners Corp.
54	Riverbank South Owners Corp. a/k/a River Bank South Owners Corp.
55	Texas Retail Portfolio		TTM 6/30/2017	1,036,395	441,415	594,979	0	594,979			Actual 2016	1,020,109	442,358
55.01	Valley Ranch		TTM 6/30/2017	477,934	172,666	305,269	0	305,269			Actual 2016	450,884	169,184
55.02	Crossroads Center		TTM 6/30/2017	255,983	140,469	115,514	0	115,514			Actual 2016	269,705	139,328
55.03	Green Oaks Center		TTM 6/30/2017	302,477	128,281	174,196	0	174,196			Actual 2016	299,519	133,846
56	100 Randall Avenue Owners Corp.
57	2680 Apt Inc.
58	36 Pondfield Road West Owners, Inc.
59	Seventy-Eight Tenants Corporation
60	67-40 Yellowstone Blvd. Owners Corp.
61	230 Central Avenue Owners Corp.
62	Lancaster Owners, Incorporated
63	2021 84th St. Owners Corp.
64	Shops at Carson		TTM 6/30/2017	284,451	61,003	223,448	0	223,448			Actual 2016	235,434	49,482
65	240 Prospect Pl. Apt. Corp.

A-1-7 

ANNEX A-1 — CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

Mortgage Loan Number	Property Name	Second Most Recent NOI ($)	Second Most Recent Capital Expenditures	Second Most Recent NCF ($)	Second Most Recent Hotel ADR	Second Most Recent Hotel RevPAR	Third Most Recent Period	Third Most Recent Revenues ($)	Third Most Recent Expenses ($)	Third Most Recent NOI ($)	Third Most Recent Capital Expenditures	Third Most Recent NCF ($)	Third Most Recent Hotel ADR
1	General Motors Building	150,511,664	0	150,511,664			Actual 2014	257,318,784	92,003,166	165,315,617	0	165,315,617
2	222 Second Street	NAV	NAV	NAV			NAV	NAV	NAV	NAV	NAV	NAV
3	University Center Chicago	14,452,181	0	14,452,181			Actual 2015	23,196,781	8,434,366	14,762,415	0	14,762,415
4	Corporate Woods Portfolio	19,879,471	0	19,879,471			Actual 2015	42,234,497	21,053,221	21,181,276	0	21,181,276
4.01	Corporate Woods - Building 82	3,737,050	0	3,737,050			Actual 2015	6,650,870	2,670,419	3,980,451	0	3,980,451
4.02	Corporate Woods - Building 40	3,111,729	0	3,111,729			Actual 2015	6,030,501	3,186,202	2,844,299	0	2,844,299
4.03	Corporate Woods - Building 84	3,005,491	0	3,005,491			Actual 2015	5,624,686	2,623,122	3,001,564	0	3,001,564
4.04	Corporate Woods - Building 32	2,262,268	0	2,262,268			Actual 2015	4,409,531	2,062,049	2,347,483	0	2,347,483
4.05	Corporate Woods - Building 34	-910,455	0	-910,455			Actual 2015	1,824,586	1,021,658	802,928	0	802,928
4.06	Corporate Woods - Building 14	1,102,960	0	1,102,960			Actual 2015	2,029,356	1,172,013	857,343	0	857,343
4.07	Corporate Woods - Building 70	1,019,006	0	1,019,006			Actual 2015	2,143,039	1,063,279	1,079,761	0	1,079,761
4.08	Corporate Woods - Building 9	1,011,036	0	1,011,036			Actual 2015	1,997,033	943,802	1,053,231	0	1,053,231
4.09	Corporate Woods - Building 6	1,094,270	0	1,094,270			Actual 2015	1,985,209	1,016,366	968,843	0	968,843
4.10	Corporate Woods - Building 12	338,481	0	338,481			Actual 2015	1,606,805	1,073,771	533,034	0	533,034
4.11	Corporate Woods - Building 27	1,067,275	0	1,067,275			Actual 2015	2,046,236	981,616	1,064,620	0	1,064,620
4.12	Corporate Woods - Building 51	824,349	0	824,349			Actual 2015	1,732,862	876,987	855,875	0	855,875
4.13	Corporate Woods - Building 55	746,321	0	746,321			Actual 2015	1,423,566	872,790	550,777	0	550,777
4.14	Corporate Woods - Building 65	495,914	0	495,914			Actual 2015	867,899	388,448	479,451	0	479,451
4.15	Corporate Woods - Building 3	554,327	0	554,327			Actual 2015	1,037,095	629,772	407,322	0	407,322
4.16	Corporate Woods - Building 75	419,449	0	419,449			Actual 2015	825,223	470,929	354,294	0	354,294
5	Westin Building Exchange	30,064,403	0	30,064,403			Actual 2015	43,393,664	14,627,751	28,765,913	0	28,765,913
6	Mall of Louisiana	35,038,477	0	35,038,477			Actual 2015	41,979,974	7,399,438	34,580,536	0	34,580,536
7	Redondo Beach Hotel Portfolio	8,585,492	584,960	8,000,532	165	149	Actual 2015	17,056,575	9,372,503	7,684,072	542,565	7,141,507	152
7.01	Hilton Garden Inn Redondo Beach	3,576,830	233,984	3,342,846	156	142	Actual 2015	7,755,342	4,517,116	3,238,226	217,026	3,021,200	144
7.02	Residence Inn by Marriott Redondo Beach	5,008,662	350,976	4,657,686	172	154	Actual 2015	9,301,233	4,855,387	4,445,846	325,539	4,120,307	159
8	The Churchill
9	Overlook at King of Prussia	4,924,775	0	4,924,775			Actual 2015	6,160,085	1,452,996	4,707,089	0	4,707,089
10	Raleigh Marriott City Center	9,501,406	0	9,501,406	160	121	Actual 2015	25,890,265	16,995,264	8,895,001	0	8,895,001	154
11	411 East Wisconsin	10,067,049	0	10,067,049			Actual 2015	15,719,083	7,115,124	8,603,959	0	8,603,959
12	Jacksonville - Doubletree	4,554,611	0	4,554,611	127	98	Actual 2015	10,988,486	8,505,494	2,482,992	0	2,482,992	109
13	Moffett Place B4	NAV	NAV	NAV			NAV	NAV	NAV	NAV	NAV	NAV
14	Lewis Crossing	NAV	NAV	NAV			NAV	NAV	NAV	NAV	NAV	NAV
15	First Stamford Place	21,403,633	0	21,403,633			Actual 2015	33,428,618	14,178,960	19,249,658	0	19,249,658
16	Village at San Jacinto	1,800,397	0	1,800,397			Actual 2015	2,453,316	604,746	1,848,570	0	1,848,570
17	Metro Towne Center	2,052,164	0	2,052,164			Actual 2015	2,776,073	731,705	2,044,368	0	2,044,368
18	Sundance West Apartments	1,471,458	0	1,471,458			Actual 2015	2,822,112	1,681,772	1,140,340	0	1,140,340
19	Artisan Cove	638,252	0	638,252
20	Montfort Valley	1,341,576	0	1,341,576			Actual 2015	1,940,291	764,261	1,176,030	0	1,176,030
21	8532 Melrose Avenue	NAV	NAV	NAV			NAV	NAV	NAV	NAV	NAV	NAV
22	Chateau Estates	1,272,546	0	1,272,546			Actual 2015	1,907,518	892,191	1,015,327	0	1,015,327
23	HGI Memphis Wolfchase Galleria	1,822,236	0	1,822,236	123	97	Annualized 10 12/31/2015	4,012,045	2,921,023	1,091,023	0	1,091,023	104
24	Kohl’s - Scottsdale	1,235,355	0	1,235,355			Actual 2014	1,280,395	40,824	1,239,571	0	1,239,571
25	StorQuest - Oakland San Pablo	1,131,723	0	1,131,723			Actual 2015	1,623,464	598,144	1,025,320	0	1,025,320
26	French Quarter	1,125,113	0	1,125,113			Actual 2015	1,320,682	375,202	945,480	0	945,480
27	Park Lane South Owners, Inc.
28	Lakeside Village Shopping Center	668,468	0	668,468			Actual 2014	948,963	393,650	555,313	0	555,313
29	Artist Building at 300 Summer Cooperative Corporation
30	Gresham Plaza	890,653	0	890,653			Actual 2014	1,267,826	325,488	942,338	0	942,338
31	Edgewater Place	NAV	NAV	NAV			NAV	NAV	NAV	NAV	NAV	NAV
32	US Storage Plano TX	704,083	0	704,083			Actual 2015	887,700	337,052	550,648	0	550,648
33	Kohl’s Ground Lease	570,685	0	570,685			Actual 2014	575,000	4,298	570,702	0	570,702
34	38 - 50 West 9th Street Corp.
35	StorQuest - Lafayette	579,299	0	579,299			Actual 2015	898,769	361,200	537,569	0	537,569
36	Extra Space Storage - Lodi	561,933	0	561,933			Actual 2015	758,174	229,383	528,791	0	528,791
37	StorQuest - Tallahassee	521,231	677	520,554			Actual 2015	875,417	467,977	407,440	0	407,440
38	Strawbridge Green Apartments	447,395	0	447,395			Actual 2015	1,340,402	978,312	362,090	0	362,090
39	Placerville Self Storage	414,733	0	414,733			Actual 2015	598,703	208,985	389,718	0	389,718
40	CVS Retail Plaza	648,660	0	648,660			Actual 2015	729,650	77,053	652,597	0	652,597
41	Summit Self Storage	451,563	0	451,563			Actual 2015	730,572	273,593	456,979	0	456,979
42	55 Monroe Boulevard Owners Corp.
43	County Line Crossing	521,627	0	521,627			Actual 2015	732,767	219,418	513,349	0	513,349
44	2199 Holland Avenue Apartment Corp. F/K/A Powers Equities, Inc.
45	Englewood Village	655,869	0	655,869			Actual 2015	775,511	168,337	607,174	0	607,174
46	Fresenius Distribution Center SC	823,190	0	823,190			Actual 2015	1,002,044	181,858	820,186	0	820,186
47	Irwindale Commerce Center	447,748	0	447,748			Actual 2014	591,299	216,457	374,842	0	374,842
48	Saline Shopping Center	672,294	0	672,294			Actual 2015	1,060,207	395,546	664,661	0	664,661
49	StorQuest - Glendale AZ	361,382	0	361,382			Actual 2015	538,327	223,335	314,992	0	314,992
50	West 24th Owners Corp.
51	590 East 3rd Street Owners Corp.
52	Folly Road Self Storage	309,462	0	309,462			Actual 2015	527,523	206,814	320,709	0	320,709
53	71 Grace Avenue Owners Corp.
54	Riverbank South Owners Corp. a/k/a River Bank South Owners Corp.
55	Texas Retail Portfolio	577,750	0	577,750			Actual 2015	949,633	439,452	510,180	0	510,180
55.01	Valley Ranch	281,700	0	281,700			Actual 2015	427,817	169,423	258,394	0	258,394
55.02	Crossroads Center	130,377	0	130,377			Actual 2015	268,702	134,059	134,643	0	134,643
55.03	Green Oaks Center	165,673	0	165,673			Actual 2015	253,114	135,970	117,144	0	117,144
56	100 Randall Avenue Owners Corp.
57	2680 Apt Inc.
58	36 Pondfield Road West Owners, Inc.
59	Seventy-Eight Tenants Corporation
60	67-40 Yellowstone Blvd. Owners Corp.
61	230 Central Avenue Owners Corp.
62	Lancaster Owners, Incorporated
63	2021 84th St. Owners Corp.
64	Shops at Carson	185,953	0	185,953			Actual 2015	127,159	40,266	86,893	0	86,893
65	240 Prospect Pl. Apt. Corp.

A-1-8 

ANNEX A-1 — CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

Mortgage Loan Number	Property Name	Third Most Recent Hotel RevPAR	Master Lease (Y/N)	Largest Tenant Name(5)(7)(8)(9)(10)	Largest Tenant Sq. Ft.	Largest Tenant % of NRA	Largest Tenant Exp. Date	2nd Largest Tenant Name(5)(7)(8)(10)	2nd Largest Tenant Sq. Ft.	2nd Largest Tenant % of NRA	2nd Largest Tenant Exp. Date
1	General Motors Building		N	Weil, Gotshal & Manges	489,867	24.6%	8/31/2034	Aramis	299,895	15.1%	3/31/2020
2	222 Second Street		N	LinkedIn	452,418	100.0%	12/31/2025
3	University Center Chicago		N
4	Corporate Woods Portfolio		N	Various	Various	Various	Various	Various	Various	Various	Various
4.01	Corporate Woods - Building 82		N	PNC Bank National Association	159,270	64.9%	10/31/2019	Lathrop & Gage, LLP.	39,993	16.3%	1/31/2023
4.02	Corporate Woods - Building 40		N	Coventry Health Care of Kansas, Inc.	69,640	23.2%	12/31/2023	QC Holdings, Inc.	39,022	13.0%	10/31/2017
4.03	Corporate Woods - Building 84		N	Scoular Company	37,432	15.5%	8/31/2020	Hovey Williams LLP	20,990	8.7%	11/30/2019
4.04	Corporate Woods - Building 32		N	Amerigroup Corp. & Amerigroup Kansas, Inc.	39,056	18.8%	12/31/2020	Pharmion LLC	29,591	14.2%	1/31/2018
4.05	Corporate Woods - Building 34		N	TMFS Holdings, LLC	33,100	34.1%	3/1/2027	Vendor Credentialing Service LLC dba symplr	30,823	31.8%	8/31/2024
4.06	Corporate Woods - Building 14		N	Propharma Group, Inc.	16,218	13.5%	2/28/2021	Anesthesia Associates of KC Inc	12,564	10.4%	9/30/2018
4.07	Corporate Woods - Building 70		N	Compass Minerals International, Inc.	60,699	60.2%	2/29/2020	Selective Site Consultants, Inc.	17,585	17.4%	2/28/2018
4.08	Corporate Woods - Building 9		N	University of Kansas Hospital Authority	16,785	16.9%	8/31/2018	Cinema Scene Mrktg & Promo LLC	10,722	10.8%	4/30/2022
4.09	Corporate Woods - Building 6		N	National Crop Insurance Services, Inc.	18,522	17.1%	9/30/2019	HYLA Technology Solutions, LLC fka E-Recycling, LLC	18,522	17.1%	3/31/2019
4.10	Corporate Woods - Building 12		N	Lansing Trade Group, LLC	44,496	45.1%	1/31/2018	Massachusetts Mutual Life Insurance Company	12,418	12.6%	11/30/2023
4.11	Corporate Woods - Building 27		N	CSC Covansys Corporation	16,550	17.1%	3/31/2022	Agrex Inc	16,550	17.1%	3/31/2018
4.12	Corporate Woods - Building 51		N	RGN-Overland Park I, LLC	15,796	17.6%	5/31/2020	The IMA Financial Group Inc	15,783	17.6%	12/31/2022
4.13	Corporate Woods - Building 55		N	Emerson Electric Co.	10,073	11.3%	3/31/2020	Mersoft Corporation	5,433	6.1%	3/31/2021
4.14	Corporate Woods - Building 65		N	Garozzo’s III, Inc.	5,575	19.5%	9/30/2021	First Watch of Kansas, Inc.	4,431	15.5%	9/30/2020
4.15	Corporate Woods - Building 3		N	DeMars Pension Consulting Services, Inc.	10,247	16.8%	9/30/2021	Liberty Mutual Insurance Company	6,275	10.3%	2/28/2022
4.16	Corporate Woods - Building 75		N	Multi Service Technology Solutions, Inc.	12,182	25.3%	11/30/2017	United Wisconsin Insurance Company	4,931	10.2%	6/30/2022
5	Westin Building Exchange		N	WBX	65,280	16.3%	12/1/2025	Equinix, Inc.	38,650	9.6%	8/1/2019
6	Mall of Louisiana		N	AMC Theatres	74,400	9.6%	7/21/2026	Dick’s Sporting Goods	74,061	9.5%	1/31/2019
7	Redondo Beach Hotel Portfolio	134	N
7.01	Hilton Garden Inn Redondo Beach	126	N
7.02	Residence Inn by Marriott Redondo Beach	140	N
8	The Churchill		N
9	Overlook at King of Prussia		N	United Artists Theatre	81,365	41.8%	12/31/2025	Best Buy	43,405	22.3%	1/31/2022
10	Raleigh Marriott City Center	115	N
11	411 East Wisconsin		N	Quarles & Brady LLP	186,472	27.5%	9/30/2028	Von Briesen & Roper, SC	70,759	10.4%	5/31/2023
12	Jacksonville - Doubletree	74	N
13	Moffett Place B4		N	Google Inc.	314,352	100.0%	11/30/2028
14	Lewis Crossing		N	Academy	62,943	28.6%	2/29/2032	Ross Dress for Less	25,000	11.4%	1/31/2027
15	First Stamford Place		N	Legg Mason & Co., LLC	137,584	17.0%	9/30/2024	Odyssey Reinsurance Company	101,619	12.5%	9/30/2022
16	Village at San Jacinto		N	Stater Brothers Markets	43,767	47.0%	5/31/2027	Walgreen Company	14,820	15.9%	9/30/2082
17	Metro Towne Center		N	Ross	30,187	21.5%	1/31/2020	PetsMart	22,500	16.0%	1/31/2025
18	Sundance West Apartments		N
19	Artisan Cove		N
20	Montfort Valley		N
21	8532 Melrose Avenue		N	Lululemon USA Inc.	2,921	59.1%	1/31/2022	Joe & The Juice	2,025	40.9%	7/31/2027
22	Chateau Estates		N
23	HGI Memphis Wolfchase Galleria	79	N
24	Kohl’s - Scottsdale		N	Kohl’s Department Stores, Inc.	88,408	100.0%	1/31/2024
25	StorQuest - Oakland San Pablo		N
26	French Quarter		N	HQ Gastropub One, LLC	5,200	9.1%	6/30/2024	Fattail, Inc.- computer software	3,831	6.7%	5/31/2019
27	Park Lane South Owners, Inc.
28	Lakeside Village Shopping Center		N	First Citizens	8,715	17.4%	10/31/2018	Tupinamba Café	6,000	12.0%	1/31/2020
29	Artist Building at 300 Summer Cooperative Corporation
30	Gresham Plaza		N	BI-LO, LLC	63,095	79.7%	6/30/2027	Palmetto Twist	2,675	3.4%	12/31/2020
31	Edgewater Place		N	Food Lion	38,273	41.6%	12/16/2023	Regency Furniture	16,593	18.0%	7/22/2022
32	US Storage Plano TX		N
33	Kohl’s Ground Lease		N	Kohl’s	88,633	100.0%	1/31/2028
34	38 - 50 West 9th Street Corp.
35	StorQuest - Lafayette		N
36	Extra Space Storage - Lodi		N
37	StorQuest - Tallahassee		N
38	Strawbridge Green Apartments		N
39	Placerville Self Storage		N
40	CVS Retail Plaza		N	CVS Caremark	14,688	51.7%	8/31/2021	Safeway Foods	10,000	35.2%	8/31/2024
41	Summit Self Storage		N
42	55 Monroe Boulevard Owners Corp.
43	County Line Crossing		N	That Place	7,600	22.4%	7/31/2025	Pet Supplies Plus	6,400	18.8%	10/31/2022
44	2199 Holland Avenue Apartment Corp. F/K/A Powers Equities, Inc.
45	Englewood Village		N	Winn Dixie Montgomery, Inc.	47,192	68.6%	6/20/2021	La Gran Fiesta	3,600	5.2%	8/31/2021
46	Fresenius Distribution Center SC		N	Fresenius USA Manufacturing, Inc.	121,500	100.0%	1/31/2024
47	Irwindale Commerce Center		N	Pacific Western Bank	4,560	18.4%	5/31/2019	70S Saga	1,762	7.1%	7/1/2027
48	Saline Shopping Center		N	Market Development Corporation	37,335	44.5%	11/30/2018	Busch’s Inc.	10,220	12.2%	11/30/2018
49	StorQuest - Glendale AZ		N
50	West 24th Owners Corp.
51	590 East 3rd Street Owners Corp.
52	Folly Road Self Storage		N
53	71 Grace Avenue Owners Corp.
54	Riverbank South Owners Corp. a/k/a River Bank South Owners Corp.
55	Texas Retail Portfolio		N	Various	Various	Various	Various	Various	Various	Various	Various
55.01	Valley Ranch		N	Indian Super Market	4,773	19.0%	2/28/2018	Kickin Back, Inc.	4,344	17.3%	5/31/2019
55.02	Crossroads Center		N	Fan Ya, Inc.	2,500	23.6%	11/30/2021	Baker’s Donuts	1,500	14.2%	3/31/2020
55.03	Green Oaks Center		N	Billy Hasani, Brooklyn’s B	1,750	16.8%	3/31/2018	Comet Cleaners/Ball Holdi	1,750	16.8%	3/31/2018
56	100 Randall Avenue Owners Corp.
57	2680 Apt Inc.
58	36 Pondfield Road West Owners, Inc.
59	Seventy-Eight Tenants Corporation
60	67-40 Yellowstone Blvd. Owners Corp.
61	230 Central Avenue Owners Corp.
62	Lancaster Owners, Incorporated
63	2021 84th St. Owners Corp.
64	Shops at Carson		N	IHOP	5,310	41.3%	1/14/2025	Intelligentsia Coffee	2,400	18.7%	3/8/2026
65	240 Prospect Pl. Apt. Corp.

A-1-9 

ANNEX A-1 — CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

Mortgage Loan Number	Property Name	3rd Largest Tenant Name(7)(8)	3rd Largest Tenant Sq. Ft.	3rd Largest Tenant % of NRA	3rd Largest Tenant Exp. Date	4th Largest Tenant Name(7)(8)(9)(10)	4th Largest Tenant Sq. Ft.	4th Largest Tenant % of NRA	4th Largest Tenant Exp. Date
1	General Motors Building	Perella Weinberg	130,155	6.5%	1/31/2022	Apple	105,748	5.3%	1/31/2034
2	222 Second Street
3	University Center Chicago
4	Corporate Woods Portfolio	Various	Various	Various	Various	Various	Various	Various	Various
4.01	Corporate Woods - Building 82	Berkley Insurance Company	10,051	4.1%	9/30/2022	Lincoln National Life Insurance Company	8,127	3.3%	8/31/2021
4.02	Corporate Woods - Building 40	Sanders Warren & Russell LLP	19,774	6.6%	1/31/2021	Spencer Fane LLP	16,157	5.4%	11/30/2019
4.03	Corporate Woods - Building 84	McDonald’s Corporation	14,561	6.0%	7/31/2020	Sirius Computer Solutions, Inc	13,338	5.5%	7/31/2021
4.04	Corporate Woods - Building 32	Time Warner Cable Midwest LLC	19,871	9.5%	12/31/2020	Foulston Siefkin LLP	19,871	9.5%	4/30/2022
4.05	Corporate Woods - Building 34	Ace American Insurance Company dba Chubb Ins	16,550	17.1%	12/31/2021	KBP Investments Inc.	16,550	17.1%	6/30/2023
4.06	Corporate Woods - Building 14	Transport Funding, LLC	9,430	7.8%	6/30/2022	Zoom Video Communications, Inc.	9,176	7.6%	10/31/2019
4.07	Corporate Woods - Building 70	Unitas Global	8,665	8.6%	1/31/2025	Pershing Yoakley & Associates, P.C.	3,595	3.6%	2/28/2018
4.08	Corporate Woods - Building 9	Perfect Output of Kansas City, LLC	7,614	7.7%	9/30/2018	Oracle America, Inc.	6,179	6.2%	3/31/2022
4.09	Corporate Woods - Building 6	Physicians Business Network, Inc.	18,522	17.1%	8/31/2020	Affinis Corp	9,614	8.9%	2/28/2023
4.10	Corporate Woods - Building 12	Go Local LLC	8,697	8.8%	12/31/2019	AECOM	5,445	5.5%	11/30/2018
4.11	Corporate Woods - Building 27	Overland Solutions Inc	16,550	17.1%	4/30/2020	RubinBrown LLP	13,261	13.7%	1/31/2019
4.12	Corporate Woods - Building 51	Fisher, Patterson, Sayler & Smith, LLP	8,205	9.1%	6/30/2022	Ferree, Bunn, Rundberg & Ridgway, Chtd.	7,048	7.8%	1/31/2019
4.13	Corporate Woods - Building 55	York Risk Services Holding Corp.	5,170	5.8%	1/31/2021	Adam & McDonald PA	4,964	5.6%	5/31/2020
4.14	Corporate Woods - Building 65	Aspen Salon & Spa	3,352	11.7%	2/29/2024	Kulture Kurry LLC	3,013	10.5%	12/31/2019
4.15	Corporate Woods - Building 3	USA Adventures of Kansas, LLC	4,969	8.2%	3/31/2019	OMNI Employment Management Services, LLC	4,580	7.5%	5/31/2020
4.16	Corporate Woods - Building 75	Strategic AR LLC	4,850	10.1%	10/1/2022	Diebold, Incorporated	4,350	9.0%	9/30/2018
5	Westin Building Exchange	Level 3 Communication, LLC	19,718	4.9%	8/1/2020	Sprint Communications Co., L P	17,031	4.2%	4/1/2025
6	Mall of Louisiana	Main Event	46,900	6.0%	6/30/2028	Nordstrom Rack	30,002	3.9%	9/30/2025
7	Redondo Beach Hotel Portfolio
7.01	Hilton Garden Inn Redondo Beach
7.02	Residence Inn by Marriott Redondo Beach
8	The Churchill
9	Overlook at King of Prussia	Saks Off Fifth	41,589	21.4%	4/30/2027	Bahama Breeze	11,409	5.9%	6/30/2022
10	Raleigh Marriott City Center
11	411 East Wisconsin	Northwestern Mutual Life Insurance	56,320	8.3%	3/31/2019	Wisconsin Athletic Club	30,985	4.6%	8/31/2025
12	Jacksonville - Doubletree
13	Moffett Place B4
14	Lewis Crossing	Bed Bath & Beyond	23,400	10.6%	1/31/2027	Michaels Store	17,060	7.8%	9/30/2026
15	First Stamford Place	Partner Reinsurance Company of The U.S.	56,690	7.0%	1/31/2029	Elizabeth Arden, Inc.	39,775	4.9%	10/31/2021
16	Village at San Jacinto	US Bank Corporate Real Estate	3,750	4.0%	8/31/2022	Pasty’s Country Kitchen	3,000	3.2%	10/18/2020
17	Metro Towne Center	DD’s Discounts	20,000	14.2%	1/31/2026	Big 5 Sporting Goods	10,000	7.1%	1/31/2019
18	Sundance West Apartments
19	Artisan Cove
20	Montfort Valley
21	8532 Melrose Avenue
22	Chateau Estates
23	HGI Memphis Wolfchase Galleria
24	Kohl’s - Scottsdale
25	StorQuest - Oakland San Pablo
26	French Quarter	Nicola’s Kitchen	2,180	3.8%	2/28/2025	Fountain On Peachtree, Inc.	2,145	3.7%	3/31/2020
27	Park Lane South Owners, Inc.
28	Lakeside Village Shopping Center	Cedra Pharmacy	5,289	10.5%	6/30/2025	The Copper Lamp	4,107	8.2%	12/31/2021
29	Artist Building at 300 Summer Cooperative Corporation
30	Gresham Plaza	Joy of Tokyo	2,400	3.0%	10/31/2027	Bertolo’s Pizza	2,289	2.9%	5/31/2019
31	Edgewater Place	Overtime Sports Pub	4,000	4.3%	6/30/2020	Learning World Childcare	3,200	3.5%	5/31/2026
32	US Storage Plano TX
33	Kohl’s Ground Lease
34	38 - 50 West 9th Street Corp.
35	StorQuest - Lafayette
36	Extra Space Storage - Lodi
37	StorQuest - Tallahassee
38	Strawbridge Green Apartments
39	Placerville Self Storage
40	CVS Retail Plaza	Illinois Street Food Emporium	3,744	13.2%	2/28/2022
41	Summit Self Storage
42	55 Monroe Boulevard Owners Corp.
43	County Line Crossing	Brozinni Pizzeria	4,380	12.9%	8/1/2020	Gold Coffee Pancake House (Breakfast Cafe)	4,000	11.8%	1/31/2022
44	2199 Holland Avenue Apartment Corp. F/K/A Powers Equities, Inc.
45	Englewood Village	ABC Beverages	3,600	5.2%	2/28/2032	Dickey’s BBQ	2,400	3.5%	2/28/2023
46	Fresenius Distribution Center SC
47	Irwindale Commerce Center	Wasabi	1,762	7.1%	2/28/2020	Thai Restaurant	1,687	6.8%	6/30/2021
48	Saline Shopping Center	Goodwill Industries	6,000	7.2%	6/30/2018	Little Green Apple’s Hallmark	4,200	5.0%	5/31/2021
49	StorQuest - Glendale AZ
50	West 24th Owners Corp.
51	590 East 3rd Street Owners Corp.
52	Folly Road Self Storage
53	71 Grace Avenue Owners Corp.
54	Riverbank South Owners Corp. a/k/a River Bank South Owners Corp.
55	Texas Retail Portfolio	Various	Various	Various	Various	Various	Various	Various	Various
55.01	Valley Ranch	Yolo Klub, LLC	2,585	10.3%	1/31/2021	One Hour MAC Cleaners	2,145	8.5%	4/30/2020
55.02	Crossroads Center	J Staff Corp.	1,500	14.2%	5/31/2021	Domino’s Pizza	1,500	14.2%	7/31/2021
55.03	Green Oaks Center	Vapors Smokes & Novelties	1,645	15.8%	12/31/2019	N & T Pro-Cuts	1,250	12.0%	2/28/2018
56	100 Randall Avenue Owners Corp.
57	2680 Apt Inc.
58	36 Pondfield Road West Owners, Inc.
59	Seventy-Eight Tenants Corporation
60	67-40 Yellowstone Blvd. Owners Corp.
61	230 Central Avenue Owners Corp.
62	Lancaster Owners, Incorporated
63	2021 84th St. Owners Corp.
64	Shops at Carson	Dog Haus	2,200	17.1%	10/31/2026	Uncle Darrow’s	2,101	16.3%	8/16/2020
65	240 Prospect Pl. Apt. Corp.

A-1-10 

ANNEX A-1 — CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

Mortgage Loan Number	Property Name	5th Largest Tenant Name(7)(8)(10)	5th Largest Tenant Sq. Ft.	5th Largest Tenant % of NRA	5th Largest Tenant Exp. Date	Engineering Report Date	Environmental Report Date (Phase I)	Environmental Report Date (Phase II)	Seismic Report Date	Seismic PML %	Seismic Insurance Required  (Y/N)
1	General Motors Building	BAMCO	105,579	5.3%	5/31/2035	5/9/2017	5/9/2017				N
2	222 Second Street					8/1/2017	7/31/2017		7/31/2017	13.0%	N
3	University Center Chicago					6/7/2017	5/2/2017				N
4	Corporate Woods Portfolio	Various	Various	Various	Various	Various	8/9/2017				N
4.01	Corporate Woods - Building 82	Toyota Motor Credit Corporation	8,102	3.3%	3/31/2018	6/23/2017	8/9/2017				N
4.02	Corporate Woods - Building 40	Searles Valley Minerals Operations, Inc.	14,872	5.0%	2/29/2020	6/27/2017	8/9/2017				N
4.03	Corporate Woods - Building 84	Met Life Agricultural Inv.	12,997	5.4%	5/31/2019	6/23/2017	8/9/2017				N
4.04	Corporate Woods - Building 32	Ascension Insurance, Inc.	13,671	6.6%	5/31/2019	6/27/2017	8/9/2017				N
4.05	Corporate Woods - Building 34					6/27/2017	8/9/2017				N
4.06	Corporate Woods - Building 14	Performance Technologies Inc	7,886	6.6%	6/30/2018	6/23/2017	8/9/2017				N
4.07	Corporate Woods - Building 70	Synergy Search Group, LLC	2,386	2.4%	9/30/2022	6/23/2017	8/9/2017				N
4.08	Corporate Woods - Building 9	Paragaon Capital Management	6,023	6.1%	3/31/2027	6/27/2017	8/9/2017				N
4.09	Corporate Woods - Building 6	The Nolan Company	6,827	6.3%	2/28/2022	6/23/2017	8/9/2017				N
4.10	Corporate Woods - Building 12	Couch Pierce King & Wharton Chartered	2,630	2.7%	7/31/2020	6/27/2017	8/9/2017				N
4.11	Corporate Woods - Building 27	Apex Systems, Inc.	6,204	6.4%	9/30/2022	6/27/2017	8/9/2017				N
4.12	Corporate Woods - Building 51	Platinum Realty, LLC	6,327	7.0%	10/31/2020	6/23/2017	8/9/2017				N
4.13	Corporate Woods - Building 55	Commodity Specialists Company	4,286	4.8%	10/31/2019	6/23/2017	8/9/2017				N
4.14	Corporate Woods - Building 65	Chipotle Mexican Grill of Kansas, L.L.C.	2,827	9.9%	2/28/2018	6/23/2017	8/9/2017				N
4.15	Corporate Woods - Building 3	Dissinger Reed, LLC	4,402	7.2%	11/30/2019	6/23/2017	8/9/2017				N
4.16	Corporate Woods - Building 75	United Fidelity Funding Corp.	3,866	8.0%	12/31/2017	6/23/2017	8/9/2017				N
5	Westin Building Exchange	Green House Data, Inc.	13,359	3.3%	4/1/2023	5/31/2017	5/31/2017		5/31/2017	Building 1: 13%; Building 2: 19%	N
6	Mall of Louisiana	Forever 21	26,885	3.5%	1/31/2019	7/24/2017	7/24/2017				N
7	Redondo Beach Hotel Portfolio					7/5/2017	7/5/2017		7/5/2017	Various	N
7.01	Hilton Garden Inn Redondo Beach					7/5/2017	7/5/2017		7/5/2017	6.0%	N
7.02	Residence Inn by Marriott Redondo Beach					7/5/2017	7/5/2017		7/5/2017	<5%	N
8	The Churchill					7/7/2017	7/6/2017				N
9	Overlook at King of Prussia	Champps Restaurant	10,538	5.4%	2/28/2027	11/8/2016	11/8/2016				N
10	Raleigh Marriott City Center					4/6/2017	3/23/2017				N
11	411 East Wisconsin	Mercer (US) Inc.	27,563	4.1%	11/30/2023	5/3/2017	5/3/2017				N
12	Jacksonville - Doubletree					5/17/2017	5/17/2017				N
13	Moffett Place B4					6/23/2017	6/23/2017		6/23/2017	10.0%	N
14	Lewis Crossing	Petco	12,500	5.7%	1/31/2027	6/27/2017	6/27/2017				N
15	First Stamford Place	Ernst & Young U.S. LLP	35,661	4.4%	5/31/2020	5/19/2017	5/19/2017				N
16	Village at San Jacinto	Carl Karcher Enterprises, Inc	2,676	2.9%	6/30/2027	5/23/2017	5/23/2017		5/22/2017	14.0%	N
17	Metro Towne Center	Famous Footwear	8,002	5.7%	5/31/2026	7/20/2017	7/5/2017				N
18	Sundance West Apartments					6/30/2017	7/11/2017		7/5/2017	18.0%	N
19	Artisan Cove					5/23/2017	5/24/2017		5/23/2017	17%	N
20	Montfort Valley					6/14/2017	6/15/2017				N
21	8532 Melrose Avenue					5/10/2017	5/10/2017		5/10/2017	17.0%	N
22	Chateau Estates					7/17/2017	7/17/2017				N
23	HGI Memphis Wolfchase Galleria					5/31/2017	6/1/2017		5/31/2017	7.0%	N
24	Kohl’s - Scottsdale					3/22/2017	3/22/2017				N
25	StorQuest - Oakland San Pablo					4/28/2017	5/1/2017		7/18/2017	29.0%	Y
26	French Quarter	Dominic Penn	2,132	3.7%	3/31/2020	6/27/2017	6/27/2017		6/27/2017	14.0%	N
27	Park Lane South Owners, Inc.					7/14/2017	7/13/2017				N
28	Lakeside Village Shopping Center	Eliza Hair Studio	3,785	7.5%	11/30/2019	6/7/2017	6/9/2017	7/28/2017			N
29	Artist Building at 300 Summer Cooperative Corporation					7/7/2017	7/7/2017				N
30	Gresham Plaza	AJ’s Liquor’s	2,102	2.7%	11/30/2020	6/19/2017	6/19/2017				N
31	Edgewater Place	Discount City	3,200	3.5%	6/14/2024	7/10/2017	7/12/2017				N
32	US Storage Plano TX					6/26/2017	6/26/2017				N
33	Kohl’s Ground Lease					7/6/2017	7/6/2017		7/6/2017	17.0%	N
34	38 - 50 West 9th Street Corp.					8/7/2017	8/7/2017				N
35	StorQuest - Lafayette					4/28/2017	5/1/2017				N
36	Extra Space Storage - Lodi					6/15/2017	6/15/2017		6/15/2017	Storage Buildings: 14.0%; Leasing Office: 3.0%	N
37	StorQuest - Tallahassee					6/13/2017	6/12/2017				N
38	Strawbridge Green Apartments					6/26/2017	6/26/2017				N
39	Placerville Self Storage					6/28/2017	6/28/2017		6/28/2017	6.0%	N
40	CVS Retail Plaza					6/9/2017	6/9/2017				N
41	Summit Self Storage					6/21/2017	6/21/2017				N
42	55 Monroe Boulevard Owners Corp.					6/28/2017	6/27/2017				N
43	County Line Crossing	El Meson	3,600	10.6%	8/31/2022	4/24/2017	4/13/2017				N
44	2199 Holland Avenue Apartment Corp. F/K/A Powers Equities, Inc.					8/4/2017	8/2/2017				N
45	Englewood Village	Freeman Chiropractic	1,500	2.2%	11/30/2018	3/20/2017	3/20/2017				N
46	Fresenius Distribution Center SC					6/5/2017	6/7/2017				N
47	Irwindale Commerce Center	Priority Business Services, Inc	1,570	6.3%	3/31/2020	6/16/2017	6/16/2017		6/15/2017	10.0%	N
48	Saline Shopping Center	Capitol Cleaners of Saline	3,200	3.8%	8/31/2018	6/2/2017	6/2/2017	7/26/2017			N
49	StorQuest - Glendale AZ					6/13/2017	6/12/2017				N
50	West 24th Owners Corp.					7/24/2017	7/19/2017				N
51	590 East 3rd Street Owners Corp.					7/12/2017	7/10/2017				N
52	Folly Road Self Storage					7/19/2017	7/19/2017				N
53	71 Grace Avenue Owners Corp.					7/5/2017	7/3/2017				N
54	Riverbank South Owners Corp. a/k/a River Bank South Owners Corp.					6/27/2017	6/27/2017				N
55	Texas Retail Portfolio	Various	Various	Various	Various	Various	Various				N
55.01	Valley Ranch	Bruno’s Italian Ristorant	2,023	8.0%	4/30/2020	6/6/2017	6/6/2017				N
55.02	Crossroads Center	Core Activated Rehab, LLC	1,265	12.0%	5/31/2019	4/13/2017	4/13/2017				N
55.03	Green Oaks Center	Ebaad Enterprises	1,225	11.7%	3/31/2021	4/13/2017	4/14/2017				N
56	100 Randall Avenue Owners Corp.					7/27/2017	7/28/2017				N
57	2680 Apt Inc.					6/30/2017	6/28/2017				N
58	36 Pondfield Road West Owners, Inc.					7/11/2017	7/11/2017				N
59	Seventy-Eight Tenants Corporation					8/15/2017	8/14/2017				N
60	67-40 Yellowstone Blvd. Owners Corp.					8/1/2017	7/28/2017				N
61	230 Central Avenue Owners Corp.					5/19/2017	5/17/2017				N
62	Lancaster Owners, Incorporated					8/3/2017	8/2/2017				N
63	2021 84th St. Owners Corp.					8/4/2017	8/4/2017				N
64	Shops at Carson	Miracle Ear	850	6.6%	9/27/2018	4/21/2017	4/21/2017		4/21/2017	10.0%	N
65	240 Prospect Pl. Apt. Corp.					7/20/2017	7/19/2017				N

A-1-11 

ANNEX A-1 — CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

Mortgage Loan Number	Property Name	Terrorism Insurance (Y/N)	Loan Purpose	Engineering Escrow / Deferred Maintenance ($)	Tax Escrow (Initial)	Monthly Tax Escrow ($)	Tax Escrow - Cash or LoC	Tax Escrow - LoC Counterparty	Insurance Escrow (Initial)	Monthly Insurance Escrow ($)	Insurance Escrow - Cash or LoC	Insurance Escrow - LoC Counterparty	Upfront Replacement Reserve ($)	Monthly Replacement Reserve ($)(11)
1	General Motors Building	Y	Refinance	0	0	Springing			0	Springing			0	0
2	222 Second Street	Y	Refinance	0	0	Springing			0	Springing			0	Springing
3	University Center Chicago	Y	Acquisition	0	0	118,585	Cash		96,969	16,162	Cash		1,385,081	14,700
4	Corporate Woods Portfolio	Y	Acquisition	620,488	6,258,114	625,811	Cash		0	Springing			0	38,258
4.01	Corporate Woods - Building 82	Y
4.02	Corporate Woods - Building 40	Y
4.03	Corporate Woods - Building 84	Y
4.04	Corporate Woods - Building 32	Y
4.05	Corporate Woods - Building 34	Y
4.06	Corporate Woods - Building 14	Y
4.07	Corporate Woods - Building 70	Y
4.08	Corporate Woods - Building 9	Y
4.09	Corporate Woods - Building 6	Y
4.10	Corporate Woods - Building 12	Y
4.11	Corporate Woods - Building 27	Y
4.12	Corporate Woods - Building 51	Y
4.13	Corporate Woods - Building 55	Y
4.14	Corporate Woods - Building 65	Y
4.15	Corporate Woods - Building 3	Y
4.16	Corporate Woods - Building 75	Y
5	Westin Building Exchange	Y	Refinance	0	0	Springing			0	Springing			0	Springing
6	Mall of Louisiana	Y	Recapitalization	0	0	Springing			0	Springing			0	Springing
7	Redondo Beach Hotel Portfolio	Y	Refinance	0	368,514	92,129	Cash		0	Springing			0	63,456
7.01	Hilton Garden Inn Redondo Beach	Y
7.02	Residence Inn by Marriott Redondo Beach	Y
8	The Churchill	Y	Refinance	0	1,567,769	522,590	Cash		0	Springing			0	0
9	Overlook at King of Prussia	Y	Refinance	0	0	Springing			0	Springing			0	Springing
10	Raleigh Marriott City Center	Y	Refinance	0	372,351	62,059	Cash		0	Springing			0	89,235
11	411 East Wisconsin	Y	Acquisition	175,000	467,778	233,889	Cash		0	Springing			0	11,135
12	Jacksonville - Doubletree	Y	Refinance	0	220,165	27,521	Cash		0	Springing			0	49,142
13	Moffett Place B4	Y	Refinance	0	499,913	71,416	Cash		0	Springing			0	0
14	Lewis Crossing	Y	Refinance	0	21,250	22,430; Springing	Cash		50,160	4,390; Springing	Cash		0	2,750; Springing
15	First Stamford Place	Y	Refinance	0	2,486,098	334,939	Cash		0	Springing			0	15,458
16	Village at San Jacinto	Y	Refinance	0	59,128	14,782; Springing	Cash		0	Springing			0	1,550; Springing
17	Metro Towne Center	Y	Refinance	164,352	26,635	26,635	Cash		0	Springing			0	2,344
18	Sundance West Apartments	Y	Acquisition	41,156	77,017	12,836	Cash		0	Springing			0	8,721
19	Artisan Cove	Y	Refinance	0	83,606	13,934	Cash		4,581	1,145	Cash		0	1,063
20	Montfort Valley	Y	Refinance	0	12,837	12,837	Cash		0	Springing			0	4,667
21	8532 Melrose Avenue	Y	Refinance	0	75,903	10,843	Cash		2,291	2,291	Cash		0	0
22	Chateau Estates	Y	Refinance	0	24,904	12,452	Cash		0	Springing	Cash		0	3,833
23	HGI Memphis Wolfchase Galleria	Y	Refinance	0	103,310	39,767	Cash		20,932	4,187	Cash		0	17,587
24	Kohl’s - Scottsdale	Y	Refinance	0	0	Springing			0	Springing			0	4,214
25	StorQuest - Oakland San Pablo	Y	Refinance	0	117,369	13,041	Cash		5,882	2,941	Cash		40,000	761
26	French Quarter	Y	Refinance	0	57,097	8,157	Cash		0	Springing			0	954
27	Park Lane South Owners, Inc.	Y	Refinance	0	168,960	56,320	Cash		0	Springing			0	0
28	Lakeside Village Shopping Center	Y	Refinance	6,450	73,421	24,474	Cash		0	Springing			0	836
29	Artist Building at 300 Summer Cooperative Corporation	Y	Refinance	0	14,135	7,068	Cash		7,500	732	Cash		0	0
30	Gresham Plaza	Y	Refinance	0	125,635	15,704	Cash		0	Springing			0	1,319
31	Edgewater Place	Y	Acquisition	25,125	0	8,082	Cash		2,458	1,229	Cash		0	2,763
32	US Storage Plano TX	Y	Acquisition	355,118	90,879	12,983	Cash		0	Springing			0	1,133
33	Kohl’s Ground Lease	Y	Refinance	0	0	Springing			0	Springing			0	0
34	38 - 50 West 9th Street Corp.	Y	Refinance	0	0	Springing			0	Springing			0	0
35	StorQuest - Lafayette	Y	Refinance	17,000	47,962	11,991	Cash		0	Springing			0	904
36	Extra Space Storage - Lodi	Y	Refinance	0	18,333	3,667	Cash		0	Springing			0	1,042
37	StorQuest - Tallahassee	Y	Refinance	0	132,567	13,257	Cash		0	Springing			0	954
38	Strawbridge Green Apartments	Y	Refinance	181,875	0	11,808	Cash		0	Springing			0	4,481
39	Placerville Self Storage	Y	Refinance	0	25,150	2,794	Cash		197	98	Cash		980	0
40	CVS Retail Plaza	Y	Refinance	0	7,170	2,390; Springing	Cash		2,918	2,918	Cash		0	474
41	Summit Self Storage	Y	Refinance	0	39,156	4,351	Cash		4,125	1,375	Cash		0	1,060
42	55 Monroe Boulevard Owners Corp.	Y	Refinance	0	0	Springing			0	Springing			0	0
43	County Line Crossing	Y	Refinance	71,170	8,431	8,431	Cash		10,185	1,273	Cash		136,000	425
44	2199 Holland Avenue Apartment Corp. F/K/A Powers Equities, Inc.	Y	Refinance	0	40,846	13,615	Cash		0	Springing			0	0
45	Englewood Village	Y	Refinance	0	28,048	4,066	Cash		16,357	1,487	Cash		75,000	1,146
46	Fresenius Distribution Center SC	Y	Refinance	0	123,544	13,727	Cash		0	Springing			0	1,519
47	Irwindale Commerce Center	Y	Refinance	11,625	30,770	5,128	Cash		0	Springing			0	413
48	Saline Shopping Center	Y	Refinance	0	0	15,137	Cash		6,980	1,396	Cash		0	1,608
49	StorQuest - Glendale AZ	Y	Refinance	0	16,272	2,712	Cash		0	Springing			0	939
50	West 24th Owners Corp.	Y	Refinance	0	0	Springing			0	Springing			0	0
51	590 East 3rd Street Owners Corp.	Y	Refinance	0	77,221	17,921	Cash		0	Springing			0	0
52	Folly Road Self Storage	Y	Acquisition	1,388	36,254	3,625	Cash		0	Springing			14,000	540
53	71 Grace Avenue Owners Corp.	Y	Refinance	0	0	Springing			0	Springing			0	0
54	Riverbank South Owners Corp. a/k/a River Bank South Owners Corp.	Y	Refinance	0	0	Springing			0	Springing			0	0
55	Texas Retail Portfolio	Y	Refinance	210,000	96,120	10,680	Cash		0	Springing			0	1,268
55.01	Valley Ranch	Y
55.02	Crossroads Center	Y
55.03	Green Oaks Center	Y
56	100 Randall Avenue Owners Corp.	Y	Refinance	0	0	Springing			0	Springing			0	0
57	2680 Apt Inc.	Y	Refinance	0	0	Springing			0	Springing			0	0
58	36 Pondfield Road West Owners, Inc.	Y	Refinance	0	19,026	8,861	Cash		0	Springing			0	0
59	Seventy-Eight Tenants Corporation	Y	Refinance	0	0	Springing			0	Springing			0	0
60	67-40 Yellowstone Blvd. Owners Corp.	Y	Refinance	0	0	Springing			0	Springing			0	0
61	230 Central Avenue Owners Corp.	Y	Refinance	0	0	Springing			0	Springing			0	0
62	Lancaster Owners, Incorporated	Y	Refinance	0	9,000	9,000	Cash		0	Springing			0	0
63	2021 84th St. Owners Corp.	Y	Refinance	0	11,252	11,252	Cash		0	Springing			0	0
64	Shops at Carson	Y	Refinance	0	10,855	2,171	Cash		30,375	3,375	Cash		0	525
65	240 Prospect Pl. Apt. Corp.	Y	Refinance	0	2,000	2,000	Cash		0	Springing			0	0

A-1-12 

ANNEX A-1 — CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

Mortgage Loan Number	Property Name	Replacement Reserve Cap ($)	Replacement Reserve Escrow - Cash or LoC	Replacement Reserve Escrow - LoC Counterparty	Upfront TI/LC Reserve ($)	Monthly TI/LC Reserve ($)	TI/LC Reserve Cap ($)	TI/LC Escrow - Cash or LoC	TI/LC Escrow - LoC Counterparty	Debt Service Escrow (Initial) ($)	Debt Service Escrow (Monthly) ($)	Debt Service Escrow - Cash or LoC	Debt Service Escrow - LoC Counterparty
1	General Motors Building	0			0	0	0			0	0
2	222 Second Street	0			0	Springing	0			0	0
3	University Center Chicago	0	Cash		0	0	0			0	0
4	Corporate Woods Portfolio	0	Cash		7,500,000	Springing	7,500,000	Cash		0	0
4.01	Corporate Woods - Building 82
4.02	Corporate Woods - Building 40
4.03	Corporate Woods - Building 84
4.04	Corporate Woods - Building 32
4.05	Corporate Woods - Building 34
4.06	Corporate Woods - Building 14
4.07	Corporate Woods - Building 70
4.08	Corporate Woods - Building 9
4.09	Corporate Woods - Building 6
4.10	Corporate Woods - Building 12
4.11	Corporate Woods - Building 27
4.12	Corporate Woods - Building 51
4.13	Corporate Woods - Building 55
4.14	Corporate Woods - Building 65
4.15	Corporate Woods - Building 3
4.16	Corporate Woods - Building 75
5	Westin Building Exchange	0			0	Springing	0			0	0
6	Mall of Louisiana	0			0	Springing	0			0	0
7	Redondo Beach Hotel Portfolio	0	Cash		0	0	0			0	0
7.01	Hilton Garden Inn Redondo Beach
7.02	Residence Inn by Marriott Redondo Beach
8	The Churchill	0			0	0	0			0	0
9	Overlook at King of Prussia	0			0	0	0			0	0
10	Raleigh Marriott City Center	0	Cash		0	0	0			0	0
11	411 East Wisconsin	0	Cash		0	75,089	2,703,191	Cash		0	0
12	Jacksonville - Doubletree	0	Cash		0	0	0			0	0
13	Moffett Place B4	0			0	Springing	0			0	0
14	Lewis Crossing	200,000	Cash		0	13,750; Springing	800,000	Cash		0	0
15	First Stamford Place	556,493	Cash		0	168,848	0	Cash		0	0
16	Village at San Jacinto	45,000	Cash		0	6,250; Springing	150,000	Cash		0	0
17	Metro Towne Center	0	Cash		28,500	10,666	0	Cash		0	0
18	Sundance West Apartments	0	Cash		0	0	0			0	0
19	Artisan Cove	0	Cash		0	0	0			0	0
20	Montfort Valley	0	Cash		0	0	0			0	0
21	8532 Melrose Avenue	0			0	Springing	0			0	0
22	Chateau Estates	0	Cash		0	0	0			0	0
23	HGI Memphis Wolfchase Galleria	0	Cash		0	0	0			0	0
24	Kohl’s - Scottsdale	0	Cash		0	0	0			0	0
25	StorQuest - Oakland San Pablo	80,000	Cash		0	0	0			0	0
26	French Quarter	0	Cash		100,000	6,438	0	Cash		0	0
27	Park Lane South Owners, Inc.	0			0	0	0			0	0
28	Lakeside Village Shopping Center	0	Cash		150,000	Springing	150,000	Cash		0	0
29	Artist Building at 300 Summer Cooperative Corporation	0			0	0	0			0	0
30	Gresham Plaza	0	Cash		0	3,297	40,000	Cash		0	0
31	Edgewater Place	216,055	Cash		0	4,989	250,000	Cash		0	0
32	US Storage Plano TX	0	Cash		0	0	0			0	0
33	Kohl’s Ground Lease	0			0	0	0			0	0
34	38 - 50 West 9th Street Corp.	0			0	0	0			0	0
35	StorQuest - Lafayette	32,544	Cash		0	0	0			0	0
36	Extra Space Storage - Lodi	37,508	Cash		0	0	0			0	0
37	StorQuest - Tallahassee	34,334	Cash		0	0	0			0	0
38	Strawbridge Green Apartments	0	Cash		0	0	0			0	0
39	Placerville Self Storage	0			0	0	0			0	0
40	CVS Retail Plaza	11,373	Cash		0	Springing	0			0	0
41	Summit Self Storage	38,171	Cash		0	0	0			0	0
42	55 Monroe Boulevard Owners Corp.	0			0	0	0			0	0
43	County Line Crossing	0	Cash		0	2,832	170,000	Cash		0	0
44	2199 Holland Avenue Apartment Corp. F/K/A Powers Equities, Inc.	0			0	0	0			0	0
45	Englewood Village	75,000	Cash		0	0	0			0	0
46	Fresenius Distribution Center SC	0	Cash		0	5,063	364,536	Cash		0	0
47	Irwindale Commerce Center	0	Cash		0	3,000	150,000	Cash		0	0
48	Saline Shopping Center	50,000	Cash		0	5,575	250,000	Cash		0	0
49	StorQuest - Glendale AZ	33,795	Cash		0	0	0			0	0
50	West 24th Owners Corp.	0			0	0	0			0	0
51	590 East 3rd Street Owners Corp.	0			0	0	0			0	0
52	Folly Road Self Storage	0	Cash		0	Springing	0			0	0
53	71 Grace Avenue Owners Corp.	0			0	0	0			0	0
54	Riverbank South Owners Corp. a/k/a River Bank South Owners Corp.	0			0	0	0			0	0
55	Texas Retail Portfolio	0	Cash		40,000	6,080	0	Cash		0	0
55.01	Valley Ranch
55.02	Crossroads Center
55.03	Green Oaks Center
56	100 Randall Avenue Owners Corp.	0			0	0	0			0	0
57	2680 Apt Inc.	0			0	0	0			0	0
58	36 Pondfield Road West Owners, Inc.	0			0	0	0			0	0
59	Seventy-Eight Tenants Corporation	0			0	0	0			0	0
60	67-40 Yellowstone Blvd. Owners Corp.	0			0	0	0			0	0
61	230 Central Avenue Owners Corp.	0			0	0	0			0	0
62	Lancaster Owners, Incorporated	0			0	0	0			0	0
63	2021 84th St. Owners Corp.	0			0	0	0			0	0
64	Shops at Carson	0	Cash		0	1,070	50,000	Cash		0	0
65	240 Prospect Pl. Apt. Corp.	0			0	0	0			0	0

A-1-13 

ANNEX A-1 — CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

Mortgage Loan Number	Property Name	Other Escrow I Reserve Description	Other Escrow I (Initial) ($)(5)(7)	Other Escrow I (Monthly) ($)(11)	Other Escrow I Cap ($)	Other Escrow I Escrow - Cash or LoC	Other  Escrow I - LoC Counterparty	Other Escrow II Reserve Description
1	General Motors Building		0	0	0
2	222 Second Street	LinkedIn Reserve ($7,709,282); Gap Rent Reserve ($1,930,704)	9,639,986	0	0	Cash		Proposition 13 Reserve
3	University Center Chicago	Seasonality Reserve	0	430,018	0	Cash		Tenant Specific TILC Reserve
4	Corporate Woods Portfolio	Unfunded Tenant Obligation Reserve Funds	1,481,165	0	0	Cash		Operating Expense Funds (Springing)
4.01	Corporate Woods - Building 82
4.02	Corporate Woods - Building 40
4.03	Corporate Woods - Building 84
4.04	Corporate Woods - Building 32
4.05	Corporate Woods - Building 34
4.06	Corporate Woods - Building 14
4.07	Corporate Woods - Building 70
4.08	Corporate Woods - Building 9
4.09	Corporate Woods - Building 6
4.10	Corporate Woods - Building 12
4.11	Corporate Woods - Building 27
4.12	Corporate Woods - Building 51
4.13	Corporate Woods - Building 55
4.14	Corporate Woods - Building 65
4.15	Corporate Woods - Building 3
4.16	Corporate Woods - Building 75
5	Westin Building Exchange		0	0	0
6	Mall of Louisiana		0	0	0
7	Redondo Beach Hotel Portfolio	USHA Funds	336,000	0	0	Cash		Ground Rent Funds
7.01	Hilton Garden Inn Redondo Beach
7.02	Residence Inn by Marriott Redondo Beach
8	The Churchill		0	0	0
9	Overlook at King of Prussia	Saks TILC Reserve	442,104	0	0	Cash
10	Raleigh Marriott City Center	PIP Reserve	12,000,000	0	0	Cash
11	411 East Wisconsin	Outstanding TI/LC Funds	388,645	0	0	Cash		Free Rent Funds
12	Jacksonville - Doubletree	PIP Reserve	0	Springing	0
13	Moffett Place B4	Tenant Specific TILC Reserve	13,247,677	0	0	Cash		Rent Concession Reserve
14	Lewis Crossing	Tenant Specific TILC / Rent Concession Reserve	Tenant Specific TILC ($148,393) / Rent Concession ($60,695) Reserve	0	0	Cash		Landlord Upfit / Earnout Reserve
15	First Stamford Place	Rent Concession Reserve	4,138,229	0	0	Cash		Tenant Specific TILC Reserve
16	Village at San Jacinto		0	0	0
17	Metro Towne Center		0	0	0
18	Sundance West Apartments		0	0	0
19	Artisan Cove		0	0	0
20	Montfort Valley		0	0	0
21	8532 Melrose Avenue	Unfunded TI/LC Deposit	122,275	0	0	Cash		Abated Rent Deposit
22	Chateau Estates		0	0	0
23	HGI Memphis Wolfchase Galleria		0	0	0
24	Kohl’s - Scottsdale		0	0	0
25	StorQuest - Oakland San Pablo		0	0	0
26	French Quarter		0	0	0
27	Park Lane South Owners, Inc.	Collateral Security Agreement for Capital Improvements	2,500,000	0	0	Cash
28	Lakeside Village Shopping Center		0	0	0
29	Artist Building at 300 Summer Cooperative Corporation	Collateral Security Agreement for Capital Improvements	4,704,174	0	0	Cash
30	Gresham Plaza		0	0	0
31	Edgewater Place	Discount City rent abatement.	29,867	0	0
32	US Storage Plano TX		0	0	0
33	Kohl’s Ground Lease		0	0	0
34	38 - 50 West 9th Street Corp.		0	0	0
35	StorQuest - Lafayette		0	0	0
36	Extra Space Storage - Lodi		0	0	0
37	StorQuest - Tallahassee		0	0	0
38	Strawbridge Green Apartments		0	0	0
39	Placerville Self Storage		0	0	0
40	CVS Retail Plaza	Springing CVS Reserve	0	Springing	0			Springing Safeway Reserve
41	Summit Self Storage		0	0	0
42	55 Monroe Boulevard Owners Corp.		0	0	0
43	County Line Crossing	That Place Reserve ($150,000); Free Rent Reserve ($32,000)	182,000	0	0	Cash
44	2199 Holland Avenue Apartment Corp. F/K/A Powers Equities, Inc.		0	0	0
45	Englewood Village	Winn-Dixie Reserve	0	5,149; Springing	250,000	Cash
46	Fresenius Distribution Center SC		0	0	0
47	Irwindale Commerce Center		0	0	0
48	Saline Shopping Center		0	0	0
49	StorQuest - Glendale AZ		0	0	0
50	West 24th Owners Corp.		0	0	0
51	590 East 3rd Street Owners Corp.		0	0	0
52	Folly Road Self Storage		0	Springing	0
53	71 Grace Avenue Owners Corp.	Collateral Security Agreement for Capital Improvements	125,000	0	0	Cash
54	Riverbank South Owners Corp. a/k/a River Bank South Owners Corp.		0	0	0
55	Texas Retail Portfolio		0	0	0
55.01	Valley Ranch
55.02	Crossroads Center
55.03	Green Oaks Center
56	100 Randall Avenue Owners Corp.		0	0	0
57	2680 Apt Inc.		0	0	0
58	36 Pondfield Road West Owners, Inc.		0	0	0
59	Seventy-Eight Tenants Corporation		0	0	0
60	67-40 Yellowstone Blvd. Owners Corp.		0	0	0
61	230 Central Avenue Owners Corp.		0	0	0
62	Lancaster Owners, Incorporated		0	0	0
63	2021 84th St. Owners Corp.		0	0	0
64	Shops at Carson	Springing IHOP Reserve	0	Springing	0			Dog Haus Reserve
65	240 Prospect Pl. Apt. Corp.		0	0	0

A-1-14 

ANNEX A-1 — CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

Mortgage Loan Number	Property Name	Other Escrow II (Initial) ($)(5)(7)	Other Escrow II (Monthly) ($)	Other Escrow II Cap ($)	Other Escrow II Escrow - Cash or LoC	Other  Escrow II - LoC Counterparty	Holdback	Ownership Interest	Ground Lease Initial Expiration Date	Annual Ground Rent Payment	Annual Ground Rent Increases(12)
1	General Motors Building	0	0	0				Fee
2	222 Second Street	1,518,368	0	0	Cash			Fee
3	University Center Chicago	485,951	0	0	Cash			Fee
4	Corporate Woods Portfolio	0	Springing	0				Fee
4.01	Corporate Woods - Building 82							Fee
4.02	Corporate Woods - Building 40							Fee
4.03	Corporate Woods - Building 84							Fee
4.04	Corporate Woods - Building 32							Fee
4.05	Corporate Woods - Building 34							Fee
4.06	Corporate Woods - Building 14							Fee
4.07	Corporate Woods - Building 70							Fee
4.08	Corporate Woods - Building 9							Fee
4.09	Corporate Woods - Building 6							Fee
4.10	Corporate Woods - Building 12							Fee
4.11	Corporate Woods - Building 27							Fee
4.12	Corporate Woods - Building 51							Fee
4.13	Corporate Woods - Building 55							Fee
4.14	Corporate Woods - Building 65							Fee
4.15	Corporate Woods - Building 3							Fee
4.16	Corporate Woods - Building 75							Fee
5	Westin Building Exchange	0	0	0				Fee
6	Mall of Louisiana	0	0	0				Fee
7	Redondo Beach Hotel Portfolio	0	48,750	0	Cash			Leasehold	8/31/2109	$396,000	See footnote
7.01	Hilton Garden Inn Redondo Beach							Leasehold	8/31/2109	$176,000	See footnote
7.02	Residence Inn by Marriott Redondo Beach							Leasehold	8/31/2109	$220,000	See footnote
8	The Churchill	0	0	0				Fee
9	Overlook at King of Prussia	0	0	0				Fee
10	Raleigh Marriott City Center	0	0	0				Fee and Leasehold	7/31/2107	$75,000
11	411 East Wisconsin	64,275	0	0	Cash			Fee
12	Jacksonville - Doubletree	0	0	0				Fee
13	Moffett Place B4	17,046,036	0	0	Cash			Fee
14	Lewis Crossing	Landlord Upfit ($502,000) / Earnout ($400,000) Reserve	0	0	Cash			Fee
15	First Stamford Place	5,248,949	0	0	Cash			Fee
16	Village at San Jacinto	0	0	0				Fee
17	Metro Towne Center	0	0	0				Fee
18	Sundance West Apartments	0	0	0				Fee
19	Artisan Cove	0	0	0				Fee
20	Montfort Valley	0	0	0				Fee
21	8532 Melrose Avenue	148,959	0	0	Cash			Fee
22	Chateau Estates	0	0	0				Fee
23	HGI Memphis Wolfchase Galleria	0	0	0				Fee
24	Kohl’s - Scottsdale	0	0	0				Fee
25	StorQuest - Oakland San Pablo	0	0	0				Fee
26	French Quarter	0	0	0				Fee
27	Park Lane South Owners, Inc.	0	0	0				Fee
28	Lakeside Village Shopping Center	0	0	0				Fee
29	Artist Building at 300 Summer Cooperative Corporation	0	0	0				Fee
30	Gresham Plaza	0	0	0				Fee
31	Edgewater Place	0	0	0				Fee
32	US Storage Plano TX	0	0	0				Fee
33	Kohl’s Ground Lease	0	0	0				Fee
34	38 - 50 West 9th Street Corp.	0	0	0				Fee
35	StorQuest - Lafayette	0	0	0				Fee
36	Extra Space Storage - Lodi	0	0	0				Fee
37	StorQuest - Tallahassee	0	0	0				Fee
38	Strawbridge Green Apartments	0	0	0				Fee
39	Placerville Self Storage	0	0	0				Fee
40	CVS Retail Plaza	0	Springing	0				Fee
41	Summit Self Storage	0	0	0				Fee
42	55 Monroe Boulevard Owners Corp.	0	0	0				Fee
43	County Line Crossing	0	0	0				Fee
44	2199 Holland Avenue Apartment Corp. F/K/A Powers Equities, Inc.	0	0	0				Fee
45	Englewood Village	0	0	0				Fee and Leasehold	NAV	NAV	NAV
46	Fresenius Distribution Center SC	0	0	0				Fee
47	Irwindale Commerce Center	0	0	0				Fee
48	Saline Shopping Center	0	0	0				Fee
49	StorQuest - Glendale AZ	0	0	0				Fee
50	West 24th Owners Corp.	0	0	0				Fee
51	590 East 3rd Street Owners Corp.	0	0	0				Fee
52	Folly Road Self Storage	0	Springing	0				Fee
53	71 Grace Avenue Owners Corp.	0	0	0				Fee
54	Riverbank South Owners Corp. a/k/a River Bank South Owners Corp.	0	0	0				Fee
55	Texas Retail Portfolio	0	0	0				Fee
55.01	Valley Ranch							Fee
55.02	Crossroads Center							Fee
55.03	Green Oaks Center							Fee
56	100 Randall Avenue Owners Corp.	0	0	0				Fee
57	2680 Apt Inc.	0	0	0				Fee
58	36 Pondfield Road West Owners, Inc.	0	0	0				Fee
59	Seventy-Eight Tenants Corporation	0	0	0				Fee
60	67-40 Yellowstone Blvd. Owners Corp.	0	0	0				Fee
61	230 Central Avenue Owners Corp.	0	0	0				Fee
62	Lancaster Owners, Incorporated	0	0	0				Fee
63	2021 84th St. Owners Corp.	0	0	0				Fee
64	Shops at Carson	120,000	0	0	Cash			Fee
65	240 Prospect Pl. Apt. Corp.	0	0	0				Fee

A-1-15 

ANNEX A-1 — CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

Mortgage Loan Number	Property Name	Lockbox	Whole Loan Cut-off Date Balance ($)	Whole Loan Debt Service ($)	Subordinate Secured Debt Original Balance ($)	Subordinate Secured Debt Cut-off Date Balance ($)	Whole Loan U/W NOI DSCR (x)	Whole Loan U/W NCF DSCR (x)	Whole Loan Cut-off Date LTV Ratio	Whole Loan Cut-off Date U/W NOI Debt Yield	Whole Loan Cut-off Date U/W NCF Debt Yield	Mezzanine Debt Cut-off Date Balance($)
1	General Motors Building	Hard/Springing Cash Management	2,300,000,000	6,665,475	830,000,000	830,000,000	2.84	2.77	47.9%	9.9%	9.6%
2	222 Second Street	Hard/Springing Cash Management
3	University Center Chicago	Hard/Upfront Cash Management
4	Corporate Woods Portfolio	Hard/Springing Cash Management
4.01	Corporate Woods - Building 82
4.02	Corporate Woods - Building 40
4.03	Corporate Woods - Building 84
4.04	Corporate Woods - Building 32
4.05	Corporate Woods - Building 34
4.06	Corporate Woods - Building 14
4.07	Corporate Woods - Building 70
4.08	Corporate Woods - Building 9
4.09	Corporate Woods - Building 6
4.10	Corporate Woods - Building 12
4.11	Corporate Woods - Building 27
4.12	Corporate Woods - Building 51
4.13	Corporate Woods - Building 55
4.14	Corporate Woods - Building 65
4.15	Corporate Woods - Building 3
4.16	Corporate Woods - Building 75
5	Westin Building Exchange	Soft/Springing Cash Management
6	Mall of Louisiana	Hard/Springing Cash Management
7	Redondo Beach Hotel Portfolio	Soft/Springing Cash Management
7.01	Hilton Garden Inn Redondo Beach
7.02	Residence Inn by Marriott Redondo Beach
8	The Churchill	None
9	Overlook at King of Prussia	Springing
10	Raleigh Marriott City Center	Hard/Springing Cash Management
11	411 East Wisconsin	Hard/Springing Cash Management
12	Jacksonville - Doubletree	Springing
13	Moffett Place B4	Hard/Upfront Cash Management										98,000,000
14	Lewis Crossing	Springing
15	First Stamford Place	Hard/Springing Cash Management										16,000,000
16	Village at San Jacinto	Springing
17	Metro Towne Center	Springing
18	Sundance West Apartments	Springing
19	Artisan Cove	Springing
20	Montfort Valley	Springing
21	8532 Melrose Avenue	Hard/Springing Cash Management
22	Chateau Estates	Springing
23	HGI Memphis Wolfchase Galleria	Springing
24	Kohl’s - Scottsdale	Springing
25	StorQuest - Oakland San Pablo	Springing
26	French Quarter	Springing
27	Park Lane South Owners, Inc.	None
28	Lakeside Village Shopping Center	Springing
29	Artist Building at 300 Summer Cooperative Corporation	None
30	Gresham Plaza	Springing
31	Edgewater Place	Springing
32	US Storage Plano TX	Springing
33	Kohl’s Ground Lease	Springing
34	38 - 50 West 9th Street Corp.	None	8,200,000	27,502	1,500,000	0	10.73	10.67	8.1%	43.2%	42.9%
35	StorQuest - Lafayette	Springing
36	Extra Space Storage - Lodi	Springing
37	StorQuest - Tallahassee	Springing
38	Strawbridge Green Apartments	Springing
39	Placerville Self Storage	None
40	CVS Retail Plaza	None
41	Summit Self Storage	Springing
42	55 Monroe Boulevard Owners Corp.	None	5,442,710	25,235	250,000	0	3.96	3.89	17.5%	22.0%	21.6%
43	County Line Crossing	Hard/Springing Cash Management
44	2199 Holland Avenue Apartment Corp. F/K/A Powers Equities, Inc.	None
45	Englewood Village	None
46	Fresenius Distribution Center SC	Hard/Springing Cash Management
47	Irwindale Commerce Center	Springing
48	Saline Shopping Center	None
49	StorQuest - Glendale AZ	Springing
50	West 24th Owners Corp.	None	4,050,000	18,666	250,000	0	9.14	9.07	6.4%	50.6%	50.2%
51	590 East 3rd Street Owners Corp.	None
52	Folly Road Self Storage	Springing
53	71 Grace Avenue Owners Corp.	None	2,996,156	14,052	200,000	0	3.06	3.01	31.1%	17.2%	16.9%
54	Riverbank South Owners Corp. a/k/a River Bank South Owners Corp.	None	3,200,000	10,442	500,000	150,000	30.62	30.24	2.5%	119.9%	118.4%
55	Texas Retail Portfolio	None
55.01	Valley Ranch
55.02	Crossroads Center
55.03	Green Oaks Center
56	100 Randall Avenue Owners Corp.	None	2,250,000	10,359	250,000	0	3.75	3.67	36.1%	20.7%	20.3%
57	2680 Apt Inc.	None	2,098,468	8,527	200,000	0	12.38	12.06	8.7%	60.4%	58.8%
58	36 Pondfield Road West Owners, Inc.	None	2,600,000	10,644	750,000	0	4.85	4.76	28.7%	23.8%	23.4%
59	Seventy-Eight Tenants Corporation	None	2,050,000	6,804	250,000	0	5.58	5.49	15.1%	22.2%	21.9%
60	67-40 Yellowstone Blvd. Owners Corp.	None	2,200,000	9,071	500,000	0	14.39	14.16	6.1%	71.2%	70.0%
61	230 Central Avenue Owners Corp.	None	1,900,000	6,559	200,000	0	5.15	4.99	29.0%	21.3%	20.7%
62	Lancaster Owners, Incorporated	None	1,700,000	7,830	200,000	0	8.80	8.74	7.6%	48.6%	48.3%
63	2021 84th St. Owners Corp.	None	1,650,000	7,550	250,000	0	7.28	7.07	10.5%	40.0%	38.8%
64	Shops at Carson	Springing
65	240 Prospect Pl. Apt. Corp.	None	1,000,000	4,689	200,000	0	3.71	3.65	13.4%	20.9%	20.5%

A-1-16 

ANNEX A-1 — CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

Mortgage Loan Number	Property Name	Sponsor(13)	Affiliated Sponsors	Mortgage Loan Number
1	General Motors Building	Boston Properties Limited Partnership, 767 LLC and Sungate Fifth Avenue LLC		1
2	222 Second Street	TSCE Real Estate, L.P.		2
3	University Center Chicago	UCC Chicago Acquisition Partner LLC; Blue Vista Capital Management, LLC		3
4	Corporate Woods Portfolio	Raymond Massa		4
4.01	Corporate Woods - Building 82			4.01
4.02	Corporate Woods - Building 40			4.02
4.03	Corporate Woods - Building 84			4.03
4.04	Corporate Woods - Building 32			4.04
4.05	Corporate Woods - Building 34			4.05
4.06	Corporate Woods - Building 14			4.06
4.07	Corporate Woods - Building 70			4.07
4.08	Corporate Woods - Building 9			4.08
4.09	Corporate Woods - Building 6			4.09
4.10	Corporate Woods - Building 12			4.10
4.11	Corporate Woods - Building 27			4.11
4.12	Corporate Woods - Building 51			4.12
4.13	Corporate Woods - Building 55			4.13
4.14	Corporate Woods - Building 65			4.14
4.15	Corporate Woods - Building 3			4.15
4.16	Corporate Woods - Building 75			4.16
5	Westin Building Exchange	Clise Properties, Inc.; Digital Realty Trust, L.P.		5
6	Mall of Louisiana	GGP Real Estate Holding I, Inc.		6
7	Redondo Beach Hotel Portfolio	James Bradley Wagstaff		7
7.01	Hilton Garden Inn Redondo Beach			7.01
7.02	Residence Inn by Marriott Redondo Beach			7.02
8	The Churchill			8
9	Overlook at King of Prussia	DDRTC Core Retail Fund, LLC		9
10	Raleigh Marriott City Center	Carey Watermark Investors Incorporated		10
11	411 East Wisconsin	Middleton Partners LLC		11
12	Jacksonville - Doubletree	Sotherly Hotels LP		12
13	Moffett Place B4	Paul Guarantor LLC		13
14	Lewis Crossing	John Collett; Michael E. Robbe; Michael D. Smith; Tyler C. Covington		14
15	First Stamford Place	Empire State Realty OP, L.P.		15
16	Village at San Jacinto	Mark T. Burger; Ronald A. Recht		16
17	Metro Towne Center	A&C Tank Sales Company, Inc.		17
18	Sundance West Apartments	Haley Communities Limited Partnership Fund No. 2		18
19	Artisan Cove	David M.Spatz		19
20	Montfort Valley	Bernard Englard; Joseph Hoch	Y - Group 2	20
21	8532 Melrose Avenue	Third Point Opportunities Master Fund L.P.		21
22	Chateau Estates	Bartlett Lonestar, LLC	Y - Group 2	22
23	HGI Memphis Wolfchase Galleria	Sangeeta Purohit; Visanji T. Gala; Jaya Gala		23
24	Kohl’s - Scottsdale	Gilbane Development Company		24
25	StorQuest - Oakland San Pablo	William W. Hobin; Clark W. Porter; Timothy B. Hobin	Y - Group 1	25
26	French Quarter	3D Investments		26
27	Park Lane South Owners, Inc.			27
28	Lakeside Village Shopping Center	Retail Plazas, Inc.		28
29	Artist Building at 300 Summer Cooperative Corporation			29
30	Gresham Plaza	Six Pines Realty, L.C.		30
31	Edgewater Place	Daniel Benzvi		31
32	US Storage Plano TX	Westport Properties, Inc		32
33	Kohl’s Ground Lease	David Lazares		33
34	38 - 50 West 9th Street Corp.			34
35	StorQuest - Lafayette	William W. Hobin; Clark W. Porter; Timothy B. Hobin	Y - Group 1	35
36	Extra Space Storage - Lodi	Ken High; Thomas Pecht and Ann Maureen King		36
37	StorQuest - Tallahassee	William W. Hobin; Clark W. Porter; Timothy B. Hobin	Y - Group 1	37
38	Strawbridge Green Apartments	Michael Gortenburg; Scott Asner		38
39	Placerville Self Storage	Gregory J. Drennan; Kenneth M.Pratt; Timothy E. Wright		39
40	CVS Retail Plaza	Jeff Jurow		40
41	Summit Self Storage	Charles G.Caye, Jr		41
42	55 Monroe Boulevard Owners Corp.			42
43	County Line Crossing	Schrage Development		43
44	2199 Holland Avenue Apartment Corp. F/K/A Powers Equities, Inc.			44
45	Englewood Village	Robert H. Park		45
46	Fresenius Distribution Center SC	C. Edward Harmon		46
47	Irwindale Commerce Center	P. James Barthe; Nancy R.Barthe; Matthew I. Lamishaw; Suzan Klien Lamishaw		47
48	Saline Shopping Center	Donald J. Salkowski		48
49	StorQuest - Glendale AZ	William W. Hobin; Clark W. Porter; Timothy B. Hobin	Y - Group 1	49
50	West 24th Owners Corp.			50
51	590 East 3rd Street Owners Corp.			51
52	Folly Road Self Storage	William Millard Choate		52
53	71 Grace Avenue Owners Corp.			53
54	Riverbank South Owners Corp. a/k/a River Bank South Owners Corp.			54
55	Texas Retail Portfolio	Berrin Tekiner; Gonja Hediye Hartmann Tekiner		55
55.01	Valley Ranch			55.01
55.02	Crossroads Center			55.02
55.03	Green Oaks Center			55.03
56	100 Randall Avenue Owners Corp.			56
57	2680 Apt Inc.			57
58	36 Pondfield Road West Owners, Inc.			58
59	Seventy-Eight Tenants Corporation			59
60	67-40 Yellowstone Blvd. Owners Corp.			60
61	230 Central Avenue Owners Corp.			61
62	Lancaster Owners, Incorporated			62
63	2021 84th St. Owners Corp.			63
64	Shops at Carson	Thomas Safran & Associates Development, Inc.		64
65	240 Prospect Pl. Apt. Corp.			65

A-1-17 

FOOTNOTES TO ANNEX A-1

	See “Annex A-3: Summaries of the Fifteen Largest Mortgage Loans” in the Prospectus for additional information on the 15 largest mortgage loans.
(1)	“WFB” denotes Wells Fargo Bank, National Association, “BANA” denotes Bank of America, National Association, “MSMCH” denotes Morgan Stanley Mortgage Capital Holdings LLC and “NCB” denotes National Cooperative Bank, N.A.
(2)	For mortgage loan #1 (General Motors Building), the Number of Units includes 1,802,029 square feet of office space and 187,954 square feet of retail space.
	For mortgage loan #26 (French Quarter), the Number of Units includes 44,351 square feet of office space and 12,877 square feet of retail space.
(3)	For mortgage loan #11 (411 East Wisconsin), notwithstanding the lockout period, during the period ending on (and including) the date that is the first anniversary of the origination date of the Whole Loan (which first anniversary date is June 29, 2018), the borrower is permitted to prepay the related Whole Loan in the amount of $24,712,500 in connection with the release of a release parcel at the mortgaged property. No yield maintenance premium, prepayment premium or other prepayment consideration is required in connection with such prepayment.
(4)	For mortgage loan #1 (General Motors Building), the Grace Period Default (Days) is two business days once in any trailing twelve month period.
	For mortgage loan #6 (Mall of Louisiana), the Grace Period Default (Days) is two business days once in any trailing twelve month period.
(5)	For mortgage loan #4 (Corporate Woods Portfolio), Appraised Value presented for the mortgage loan reflects a pool level appraisal, which includes a portfolio premium based on an assumption that all the mortgaged properties would be sold together as a portfolio.  The aggregate of the individual mortgaged property appraised values is $295,500,000.
	For mortgage loan #10 (Raleigh Marriott City Center), the Appraised Value assumes the performance improvement plan, schedule to be completed, has been completed.  A $12,000,000 reserve was taken at closing, representing the outstanding performance improvement plan.  The appraised value assuming the performance improvement plan has not been completed is $95,000,000.  The Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD based on the $95,000,000 appraised value are 71.6% and 68.4%, respectively.
	For mortgage loan #13 (Moffett Place B4), the Appraised Value assumes the sole tenant (314,352 square feet), representing 100.0% of net rentable square feet, is in occupancy of its space and paying full unabated rent.  Reserves of $30,293,713 were collected at closing, representing outstanding tenant improvements, leasing commissions and abated rent. The sole tenant is anticipated to be in occupancy and begin paying full unabated rent in November 2018.  The appraised value assuming the sole tenant has not taken possession of the building is $269,100,000.  The Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD based on the $269,100,000 appraised value are 47.2% and 42.9%, respectively.
	For mortgage loan #21 (8532 Melrose Avenue), the Appraised Value assumes the second largest tenant (2,025 square feet), representing 40.9% of net rentable square feet, has taken occupancy. The second largest tenant opened its store on August 30, 2017.
(6)	For mortgage loan #1 (General Motors Building), the mortgage loan represents $111,900,000 in pari passu notes, which are part of a whole loan which includes senior pari passu notes which in the aggregate have a combined Cut-off Date Balance of $1,470,000,000 and subordinate notes which in

A-1-18 

the aggregate have a combined Cut-off Date Balance of $830,000,000.  The other notes are not included in the trust.  All LTV, DSCR, Debt Yield and Cut-off Date Balance Per Unit/SF figures presented are based on the $1,470,000,000 of senior pari passu notes in the aggregate and exclude the subordinate notes. Notes included in the trust represent non-controlling interests in the related whole loan.

For mortgage loan #2 (222 Second Street), the mortgage loan represents Note A-1 of three pari passu companion loans, which have a combined Cut-off Date Balance of $291,500,000.  Notes A-2 and A-3 are not included in the trust.  All LTV, DSCR, Debt Yield and Cut-off Date Balance per Unit/SF presented are based on Notes A-1, A-2 and A-3 in the aggregate (“222 Second Street Whole Loan”).  Note A-1 is the controlling interest in the 222 Second Street Whole Loan.

For mortgage loan #3 (University Center Chicago), the mortgage loan represents Note A-1 of two pari passu notes, which have a combined Cut-off Date Balance of $120,600,000.  Note A-2 is not included in the trust. All LTV, DSCR, Debt Yield and Cut-off Date Balance Per Unit/SF figures presented are based on Notes A-1 and A-2 in the aggregate (the “University Center Chicago Whole Loan”). Note A-1 represents the controlling interest in the University Center Chicago Whole Loan.

For mortgage loan #4 (Corporate Woods Portfolio), the mortgage loan represents Note A-4 of six pari passu notes, which have a combined Cut-off Date Balance of $221,250,000. Notes A-1-A, A-1-B, A-2, A-3 and A-5 are not included in the trust. All LTV, DSCR, Debt Yield and Cut-off Date Balance per Unit/SF figures presented are based on the $221,250,000 of notes in the aggregate (the “Corporate Woods Portfolio Whole Loan”). Note A-4 represents a non-controlling interest in the Corporate Woods Portfolio Whole Loan.

For mortgage loan #5 (Westin Building Exchange), the mortgage loan represents Note A-1 of two pari passu notes, which have a combined Cut-off Date Balance of $135,000,000.  Note A-2 is not included in the trust. All LTV, DSCR, Debt Yield and Cut-off Date Balance Per Unit/SF figures presented are based on Notes A-1 and A-2 in the aggregate (the “Westin Building Exchange Whole Loan”). Note A-1 represents the controlling interest in the Westin Building Exchange Whole Loan.

For mortgage loan #6 (Mall of Louisiana), the mortgage loan represents Note A-1 of seven pari passu companion loans, which have a combined Cut-off Date Balance of $325,000,000.  Notes A-2, A-3, A-4, A-5, A-6 and A-7 are not included in the trust.  All LTV, DSCR, Debt Yield and Cut-off Date Balance per Unit/SF figures presented are based on Notes A-1, A-2, A-3, A-4, A-5, A-6 and A-7 in the aggregate (the “Mall of Louisiana Whole Loan”).  Note A-1 is the controlling interest in the Mall of Louisiana Whole Loan.

For mortgage loan #10 (Raleigh Marriott City Center), the mortgage loan represents Note A-1 of two pari passu notes, which have a combined Cut-off Date Balance of $68,000,000.  Note A-2 is not included in the trust. All LTV, DSCR, Debt Yield and Cut-off Date Balance Per Unit/SF figures presented are based on all Notes  in the aggregate (the “Raleigh Marriott City Center Whole Loan”). Note A-1 represents the controlling interest in the Raleigh Marriott City Center Whole Loan.

For mortgage loan #11 (411 East Wisconsin), the mortgage loan represents Note A-2 of two pari passu notes, which have a combined Cut-off Date Balance of $93,750,000. Note A-1 is not included in the trust. All LTV, DSCR, Debt Yield and Cut-off Date Balance per Unit/SF figures presented are based on the $93,750,000 of notes in the aggregate (the “411 East Wisconsin Whole Loan”). Note A-2 represents the non-controlling interest in the 411 East Wisconsin Whole Loan.

For mortgage loan #13 (Moffett Place B4), the mortgage loan represents Note A-4 of four pari passu notes, which have a combined Cut-off Date Balance of $127,000,000.  Notes A-1, A-2 and A-3 are not included in the trust. All LTV, DSCR, Debt Yield and Cut-off Date Balance Per Unit/SF figures presented are based on all Notes in the aggregate (the “Moffett Place B4 Whole Loan”). Note A-4 represents a non-controlling interest in the Moffett Place B4 Whole Loan.

A-1-19 

	For mortgage loan #15 (First Stamford Place), the mortgage loan represents Note A-2-A of five pari passu notes, which have a combined Cut-off Date Balance of $164,000,000.  Notes A-1-A, A-1-B, A-1-C and A-2-B are not included in the trust. All LTV, DSCR, Debt Yield and Cut-off Date Balance Per Unit/SF figures presented are based on Notes A-1-A, A-1-B, A-1-C, A-2-A and A-2-B in the aggregate (the “First Stamford Place Whole Loan”). Note A-2-A represents a non-controlling interest in the First Stamford Place Whole Loan.
(7)	In certain cases, mortgage loans may have tenants that have executed leases, but may not be fully paying rent or occupying the related leased premises that were included in the underwriting.
	For mortgage loan #1 (General Motors Building), the largest tenant (489,867 square feet), representing 24.6% of net rentable square feet, has rent abatements through June 2020.  The fourth largest tenant (105,748 square feet), representing 5.3% of net rentable square feet, has rent abatements on its 21,907 square feet of expansion space through June 2019.  The fifth largest tenant (105,579 square feet), representing 5.3% of net rentable square feet, has rent abatements through June 2024.  A Borrower Sponsor guaranty was provided at closing for the outstanding rent abatements.
	For mortgage loan #2 (222 Second Street), the sole tenant (452,418 square feet), representing 100.0% of net rentable square feet, has a phased-in occupancy pursuant to its lease.  The sole tenant is expected to take occupancy of the remaining 16.8% of net rentable square feet in January 2018.  The lease is fully guaranteed by Microsoft Corporation, an investment grade rated corporation. Gap Rent of $1,930,704 was reserved at closing.
	For mortgage loan #6 (Mall of Louisiana), the third largest tenant (46,900 square feet), representing 6.0% of net rentable square feet, has executed a lease but has yet to take occupancy at the property or commence paying rent. The third largest tenant is expected to take occupancy in August 2018.  The Sponsor has provided a full guaranty for $8,519,922 in unfunded tenant allowances, landlord costs and “gap” rent covering a 15-month period.
	For mortgage loan #11 (411 East Wisconsin), the third largest tenant (56,320 square feet), representing 8.3% of net rentable square feet, is currently in occupancy but is expected to vacate upon lease expiration on March 31, 2019. Rent from such tenant was not underwritten.
	For mortgage loan #15 (First Stamford Place), the largest tenant (137,584 square feet), representing 17.0% of net rentable square feet, subleases 47,015 square feet, expiring September 30, 2024.  In addition, the largest tenant subleases to two tenants as follows: 47,015 square feet for an annual base rent of $1,363,435 ($29.00 per square foot, expiring September 30, 2024); and 10,884 square feet for an annual base rent of $261,216 ($24.00 per square foot, expiring September 30, 2024).  The second largest tenant (101,619 square feet), representing 12.5% of net rentable square feet, subleases 3,259 square feet for an annual base rent of $97,770 ($30.00 per square foot, expiring May 31, 2018). The third largest tenant (56,690 square feet), representing 7.0% of net rentable square feet, has free rent through January 2019.  A reserve was taken at closing representing the outstanding free rent.
	For mortgage loan #16 (Village at San Jacinto), the second largest tenant (14,820 square feet), representing 15.9% of net rentable square feet, is subleasing its space for an annual base rent of $222,300 ($15.00 per square foot, expiring September 30, 2032).
	For mortgage loan #24 (Kohl’s – Scottsdale), the sole tenant (88,408 square feet), representing 100.0% of net rentable square feet, subleases a pad site at the mortgaged property for an annual base rent of $104,500.

A-1-20 

	For mortgage loan #31 (Edgewater Place) the fifth largest tenant (3,200 square feet), representing 3.5% of net rentable square feet, is in occupancy but does not commence paying rent until February 2018.
	For mortgage loan #48 (Saline Shopping Center), the largest tenant (37,335 square feet), representing 44.5% of net rentable square feet, subleases its space to the second largest tenant (10,220 square feet), representing 12.2% of net rentable square feet, for an annual base rent of $144,114 ($3.86 per square foot, expiring November 30, 2018).
(8)	The tenant early termination options discussed in this footnote are not intended to be an exclusive list. In particular, termination options based on co-tenancy clauses are generally included only for top five tenants by net rentable square feet if the option is currently or imminently exercisable.
	For mortgage loan #1 (General Motors Building), the largest tenant (489,867 square feet), representing 24.6% of net rentable square feet, may terminate its lease on: (i) 20,791 square feet at any time; and (ii) 38,900 square feet on the 22nd floor or 39,900 square feet on the 32nd floor, on or after August 31, 2022.  The fourth largest tenant (105,748 square feet), representing 5.3% of net rentable square feet, may terminate its lease if its expansion space is not delivered by February 2020.
	For mortgage loan #4 (Corporate Woods Portfolio), the largest tenant (159,270 square feet) at the Corporate Woods - Building 82 mortgaged property, representing 7.8% of net rentable square feet of the entire portfolio, has exercised an option to reduce its space by 12,820 square feet, effective November 30, 2017. The largest tenant (69,640 square feet) at the Corporate Woods - Building 40 mortgaged property, representing 3.4% of net rentable square feet of the entire portfolio, has the right to terminate its lease as to either all of its leased premises or as to any full floor portion of its leased premises effective as of December 31, 2018 by written notice to the borrower by December 31, 2017.
	For mortgage loan #11 (411 East Wisconsin), the largest tenant (186,472 square feet), representing 27.5% of net rentable square feet, has a two-time option to reduce its space by up to one full floor effective at any time from June 1, 2021 through May 31, 2026 by giving at least 12 months’ notice and payment of a termination fee (that is proportionate to the relinquished space) equal to the sum of tenant improvement costs, rent credits and other costs associated with the largest tenant’s space at the property that were paid by the landlord (as calculated under the lease). Each relinquished space must be a contiguous space of at least 11,500 square feet on the lowest floor of the property that the largest tenant leases. The largest tenant may not exercise its contraction rights within two years of the most recent exercise of expansion. The fifth largest tenant (27,563 square feet), representing 4.1% of net rentable square feet has the option to terminate its lease effective May 31, 2019 upon providing 14 months’ notice and payment of termination fee equal to the sum of (i) tenant improvement costs, rent credits and other costs associated with the fifth largest tenant’s space at the property that were paid by the landlord (as calculated under the lease), (ii) $267,086 and (iii) six months of operating cost share rent and tax share rent at the estimated rate, as reasonably determined by the landlord, in effect for the month of June, 2019.
	For mortgage loan #15 (First Stamford Place), the third largest tenant (56,690 square feet), representing 7.0% of net rentable square feet, may terminate its lease as of January 31, 2027 upon providing 12 months’ written notice and payment of a termination fee equal to $2,302,219.
	For mortgage loan #16 (Village at San Jacinto), the second largest tenant (14,820 square feet), representing 15.9% of net rentable square feet, may terminate its lease as of September 30, 2032, and every five years thereafter, upon providing 12 months written notice.
	For mortgage loan #17 (Metro Towne Center) the third largest tenant (20,000 square feet), representing 14.2% of net rentable square feet, may terminate its lease by giving 12 months’ notice

A-1-21 

	between February 1, 2020 and January 31 2021, if gross sales for the trailing 12 month period ending January 31, 2019 do not exceed $6,500,000. The fifth largest tenant (8,002 square feet), representing 5.7% of net rentable square feet, may terminate its lease by giving notice within 90 days’ of May 31, 2021, if gross sales for the trailing 12 month period ending May 31, 2021 do not equal or exceed $1,600,400.
	For mortgage loan #64 (Shops at Carson), the third largest tenant (2,200 square feet), representing 17.1% of net rentable square feet, may terminate its lease as of September 2022 if annual gross sales are less than $750,000, upon providing 180 days’ written notice and payment of all unamortized tenant improvements and leasing commissions.
(9)	For mortgage loan #9 (Overlook at King of Prussia), the largest and fourth largest tenants (81,365 and 11,409 square feet, respectively), representing 47.6% of net rentable square feet, lease their collateral pad sites and the improvements built on the pad site are owned by the tenants.
(10)	For mortgage loan #1 (General Motors Building), the largest tenant (489,867 square feet), representing 24.6% of net rentable square feet, has multiple leases that expire as follows: 100,024 square feet, expiring August 31, 2019; and 389,843 square feet, expiring August 31, 2034.  The second largest tenant (299,895 square feet), representing 15.1% of net rentable square feet, subleases 9,725 square feet ($107.00 per square foot).  The fourth largest tenant (105,748 square feet), representing 5.3% of net rentable square feet, has multiple leases that expire as follows: 2,754 square feet expiring December 31, 2018; and 102,994 square feet expiring January 31, 2034.
	For mortgage loan #2 (222 Second Street), the sole tenant (452,418 square feet), representing 100.0% of net rentable square feet, has multiple leases that expire as follows: 156,659 square feet expiring December 31, 2025; 148,664 square feet expiring on December 31, 2026; 76,212 square feet expiring on December 31, 2027; and 70,883 square feet expiring on June 30, 2027.
	For mortgage loan #4 (Corporate Woods Portfolio), the second largest tenant at the Corporate Woods - Building 82 mortgaged property (39,993 square feet), representing 2.0% of net rentable square feet of the entire portfolio, has multiple leases that expire as follows: 13,497 square feet expiring January 31, 2018 and 26,496 square feet expiring January 31, 2023. In addition, the third largest tenant at the Corporate Woods - Building 82 mortgaged property (10,051 square feet), representing 0.5% of net rentable square feet of the entire portfolio, has multiple leases that expire as follows: 1,552 square feet expiring on May 31, 2020 and 8,499 square feet expiring on September 30, 2022.
	For mortgage loan #5 (Westin Building Exchange), the largest tenant (65,280 square feet), representing 16.3% of net rentable square feet, has multiple leases that expire as follows: 37,354 square feet expiring on a month-to-month basis; 12,397 square feet expiring December 1, 2025; 2,430 square feet expiring December 1, 2028; 4,748 square feet expiring October 1, 2034; 5,567 square feet expiring April 1, 2040; and 2,784 square feet expiring August 1, 2063. In addition, the second largest tenant (38,650 square feet), representing 9.6% of net rentable square feet, has multiple leases that expire as follows: 171 square feet expiring on a month-to-month basis; 34,593 square feet expiring August 1, 2019; and 3,886 square feet expiring January 1, 2028. In addition, the fifth largest tenant (13,359 square feet), representing 3.3% of net rentable square feet, has multiple leases that expire as follows: 8,548 square feet expiring April 1, 2023 and 4,811 square feet expiring June 1, 2020.
(11)	For mortgage loan #3 (University Center Chicago), the Other Escrow I (Monthly) will adjust for each academic year, as defined in the loan agreement.
	For mortgage loan #7 (Redondo Beach Hotel Portfolio), the Monthly Replacement Reserve will be adjusted to an amount equal to the greater of 1/12 of 4.0% of operating income for the preceding calendar year and the amount required under the related franchise agreements.

A-1-22 

	For mortgage loan #10 (Raleigh Marriott City Center), the Monthly Replacement Reserve will be adjusted to an amount equal to the greater of the existing Monthly Replacement Reserve and 4% of operating income for the prior calendar month.
	For mortgage loan #12 (Jacksonville – Doubletree), the Monthly Replacement Reserve will be adjusted to an amount equal to the greatest of: (i) the existing Monthly Replacement Reserve; (ii) 4% of underwritten revenue for the prior fiscal year; and (iii) in connection with the transfer of the replacement reserve to the property improvement plan reserve, an amount equal to the estimated cost of replacement reserve work to be performed over the next 12 months.
(12)	For mortgage loan #7 (Redondo Beach Hotel Portfolio), the effective ground rent is as of September 1, 2015 and will increase to 110% of the prior monthly ground rent every five years.  On September 1, 2045 and September 1, 2080 (or, with respect to the parking parcel, November 30, 2047, November 30, 2057, November 30, 2072 and November 30, 2102), monthly ground rent will be increased to an amount equal to 1/12th of 9% of the fair market value of the premises as of the date 12 months prior to the commencement of the preceding fair market value adjustment date.
(13)	For mortgage loan #1 (General Motors Building), at closing of the Mortgage Loan, Boston Properties Limited Partnership (“BPLP”) provided a guaranty in lieu of depositing (i) $107,946,183 for existing tenant improvement and leasing commission costs and (ii) $161,161,013 in existing gap rent and free rent obligations.

A-1-23 

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ANNEX A-2

MORTGAGE POOL INFORMATION (TABLES)

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BANK 2017-BNK7

Annex A-2: Mortgage Pool Information

Mortgage Loans by Mortgage Loan Seller

				Weighted Average
			Percent by
	Number of		Aggregate		Remaining	Remaining		U/W NOI	U/W NCF
	Mortgage	Aggregate Cut-off	Cut-off Date	Mortgage	Term to Maturity	Amortization	U/W NCF	Debt	Debt	Cut-off Date	Balloon or ARD
Loan Seller	Loans	Date Balance ($)	Pool Balance (%)	Rate (%)	or ARD (mos.)	Term (mos.)	DSCR (x)	Yield (%)	Yield (%)	LTV (%)	LTV (%)
Wells Fargo Bank, National Association	16	$421,551,161	34.7%	4.097%	110	351	3.02x	13.9%	13.1%	54.0%	50.2%
Morgan Stanley Mortgage Capital Holdings LLC	15	399,477,536	32.9	3.919	118	357	2.97	13.0	12.3	49.1	43.8
Bank of America, National Association	16	327,059,028	26.9	4.296	119	360	1.82	10.0	9.3	59.9	55.0
National Cooperative Bank, N.A.	18	65,727,201	5.4	3.889	120	407	7.73	36.2	35.6	18.4	15.5
Total/Weighted Average:	65	$1,213,814,926	100.0%	4.081%	116	361	2.93x	13.8%	13.0%	52.1%	47.5%

Mortgaged Properties by Property Type⁽¹⁾⁽²⁾

				Weighted Average
			Percent by
	Number of		Aggregate		Remaining	Remaining		U/W NOI	U/W NCF
	Mortgaged	Aggregate Cut-off	Cut-off Date	Mortgage	Term to Maturity	Amortization	U/W NCF	Debt	Debt	Cut-off Date	Balloon or ARD
Property Type	Properties	Date Balance ($)	Pool Balance (%)	Rate (%)	or ARD (mos.)	Term (mos.)	DSCR (x)	Yield (%)	Yield (%)	LTV (%)	LTV (%)
Office	19	$273,297,589	22.5%	4.069%	119	360	1.83x	9.8%	8.8%	61.1%	55.8%
CBD	3	172,500,000	14.2	3.996	119	360	1.88	9.1	8.1	59.7	57.6
Suburban	16	100,797,589	8.3	4.194	120	360	1.74	10.8	10.0	63.6	52.6
Multifamily	25	269,587,776	22.2	3.898	118	386	4.33	18.6	18.2	41.0	39.1
Cooperative	19	114,727,201	9.5	3.632	120	407	7.06	29.7	29.2	14.6	13.0
Student Housing	1	85,600,000	7.1	3.920	119	0	2.69	10.9	10.7	59.3	59.3
Garden	5	69,260,575	5.7	4.312	112	359	1.84	9.7	9.4	61.9	57.5
Retail	21	267,292,620	22.0	4.181	119	355	1.90	10.6	10.0	60.0	52.8
Anchored	10	148,343,462	12.2	4.153	119	349	2.02	10.7	10.1	61.4	54.5
Super Regional Mall	1	65,000,000	5.4	3.984	119	360	1.85	11.1	10.6	57.0	49.3
Unanchored	8	35,340,678	2.9	4.477	119	360	1.76	10.1	9.5	58.3	52.7
Single Tenant	1	13,433,003	1.1	4.460	116	356	1.35	8.9	8.2	61.2	49.7
Shadow Anchored	1	5,175,478	0.4	4.700	116	356	1.68	11.3	10.5	68.1	55.7
Hospitality	5	151,098,026	12.4	4.985	95	354	1.74	13.2	11.3	64.6	55.8
Full Service	2	73,422,241	6.0	4.911	69	359	1.87	13.8	11.9	63.9	58.8
Select Service	2	40,047,644	3.3	4.995	119	339	1.66	13.0	11.0	66.2	52.7
Extended Stay	1	37,628,141	3.1	5.117	120	360	1.58	12.5	10.3	64.3	53.1
Mixed Use	2	123,900,000	10.2	3.514	117	360	4.07	15.0	14.6	33.2	32.1
Office/Retail	2	123,900,000	10.2	3.514	117	360	4.07	15.0	14.6	33.2	32.1
Other	1	67,500,000	5.6	3.290	118	0	7.20	24.7	24.0	26.6	26.6
Data Center	1	67,500,000	5.6	3.290	118	0	7.20	24.7	24.0	26.6	26.6
Self Storage	9	56,144,196	4.6	4.223	119	360	2.18	10.2	10.0	62.3	59.8
Self Storage	9	56,144,196	4.6	4.223	119	360	2.18	10.2	10.0	62.3	59.8
Industrial	1	4,994,718	0.4	5.025	119	359	2.19	15.1	14.2	49.0	40.3
Warehouse Distribution	1	4,994,718	0.4	5.025	119	359	2.19	15.1	14.2	49.0	40.3
Total/Weighted Average:	83	$1,213,814,926	100.0%	4.081%	116	361	2.93x	13.8%	13.0%	52.1%	47.5%
(1) A mortgaged property is classified as shadow anchored if it is located in close proximity to an anchored retail property.
(2) 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 mortgage loan principal balance 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 in such other manner as the related mortgage loan seller deemed appropriate).

A-2-1 

BANK 2017-BNK7

Annex A-2: Mortgage Pool Information

Mortgaged Properties by Location⁽¹⁾⁽²⁾

				Weighted Average
			Percent by
	Number of		Aggregate		Remaining	Remaining		U/W NOI	U/W NCF
	Mortgaged	Aggregate Cut-off	Cut-off Date	Mortgage	Term to Maturity	Amortization	U/W NCF	Debt	Debt	Cut-off Date	Balloon or ARD
State	Properties	Date Balance ($)	Pool Balance (%)	Rate (%)	or ARD (mos.)	Term (mos.)	DSCR (x)	Yield (%)	Yield (%)	LTV (%)	LTV (%)
California	14	$307,843,266	25.4%	4.291%	120	360	1.81x	9.7%	9.0%	58.7%	54.4%
Northern	7	189,650,000	15.6	3.977	120	360	1.95	8.9	8.6	55.7	54.6
Southern	7	118,193,266	9.7	4.796	119	360	1.58	11.0	9.6	63.5	54.2
New York	19	217,102,841	17.9	3.485	118	417	5.86	23.0	22.6	22.4	21.8
Illinois	1	85,600,000	7.1	3.920	119	0	2.69	10.9	10.7	59.3	59.3
Kansas	16	70,625,000	5.8	4.450	120	360	1.48	10.2	9.0	74.0	59.7
Washington	1	67,500,000	5.6	3.290	118	0	7.20	24.7	24.0	26.6	26.6
Louisiana	1	65,000,000	5.4	3.984	119	360	1.85	11.1	10.6	57.0	49.3
Texas	7	48,895,000	4.0	4.232	119	360	2.07	10.4	10.0	63.9	60.6
North Carolina	2	45,070,000	3.7	4.783	67	360	1.91	13.5	12.0	63.7	59.8
Florida	2	41,422,241	3.4	4.766	87	358	1.90	13.2	11.3	64.1	57.7
Pennsylvania	1	40,800,000	3.4	3.820	120	0	2.99	12.2	11.6	52.8	52.8
Wisconsin	1	37,500,000	3.1	4.140	118	360	1.46	10.7	8.5	70.4	61.1
Arizona	3	37,358,003	3.1	4.250	118	358	1.62	9.8	9.2	60.5	53.4
Arkansas	1	29,962,704	2.5	4.310	119	359	1.39	8.8	8.3	66.7	53.7
Connecticut	1	25,000,000	2.1	4.088	118	0	2.71	12.7	11.2	57.5	57.5
South Carolina	4	20,665,875	1.7	4.493	119	339	1.83	12.2	11.5	61.8	49.2
Nevada	1	18,013,117	1.5	4.525	94	358	1.71	11.0	10.5	48.0	41.2
Indiana	3	16,417,936	1.4	4.431	118	358	1.90	10.9	10.2	65.6	56.8
Tennessee	1	13,675,785	1.1	4.760	118	298	1.80	13.9	12.3	69.8	51.9
Massachusetts	1	9,524,360	0.8	4.620	120	360	2.40	15.0	14.8	23.9	19.4
Colorado	1	6,250,000	0.5	3.964	119	0	2.42	9.9	9.7	58.3	58.3
Alabama	1	5,000,000	0.4	4.360	115	360	2.07	13.3	12.4	57.3	48.8
Michigan	1	4,588,797	0.4	4.550	119	239	1.63	13.8	12.5	55.6	34.5
Total/Weighted Average:	83	$1,213,814,926	100.0%	4.081%	116	361	2.93x	13.8%	13.0%	52.1%	47.5%

⁽¹⁾ For purposes of determining whether a mortgaged property is in Northern California or Southern California, Northern California includes areas with zip codes above 93600 and Southern California includes areas with zip codes of 93600 and below.

⁽²⁾ 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 mortgage loan principal balance 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 in such other manner as the related mortgage loan seller deemed appropriate). 

Range of Cut-off Date Balances

				Weighted Average
			Percent by
	Number of		Aggregate		Remaining	Remaining		U/W NOI	U/W NCF
	Mortgage	Aggregate Cut-off	Cut-off Date	Mortgage	Term to Maturity	Amortization	U/W NCF	Debt	Debt	Cut-off Date	Balloon or ARD
Range of Cut-off Date Balances ($)	Loans	Date Balance ($)	Pool Balance (%)	Rate (%)	or ARD (mos.)	Term (mos.)	DSCR (x)	Yield (%)	Yield (%)	LTV (%)	LTV (%)
800,000 - 1,000,000	1	$800,000	0.1%	3.840%	120	360	4.57x	26.1%	25.7%	10.7%	8.5%
1,000,001 - 2,000,000	9	15,047,098	1.2	3.818	120	416	8.62	43.0	42.1	16.7	14.5
2,000,001 - 3,000,000	3	8,116,156	0.7	4.045	120	359	14.87	60.6	59.2	19.1	15.5
3,000,001 - 4,000,000	3	10,530,000	0.9	3.943	120	398	5.25	28.9	28.5	37.2	32.3
4,000,001 - 5,000,000	6	28,678,151	2.4	4.488	118	337	2.17	13.7	13.0	50.8	41.6
5,000,001 - 6,000,000	8	44,729,842	3.7	4.352	119	358	2.28	12.0	11.6	58.2	53.1
6,000,001 - 7,000,000	3	19,950,000	1.6	4.001	120	0	6.10	24.0	23.9	40.9	40.9
7,000,001 - 8,000,000	3	21,236,961	1.7	4.032	119	340	1.89	12.1	11.2	64.8	54.2
8,000,001 - 10,000,000	1	9,524,360	0.8	4.620	120	360	2.40	15.0	14.8	23.9	19.4
10,000,001 - 15,000,000	9	116,804,295	9.6	4.243	119	368	2.23	11.6	11.1	58.3	52.6
15,000,001 - 20,000,000	3	54,588,117	4.5	4.370	111	359	1.59	10.0	9.5	59.6	53.5
20,000,001 - 30,000,000	3	76,712,704	6.3	4.291	118	359	1.81	10.0	9.2	65.5	57.8
30,000,001 - 50,000,000	6	232,472,241	19.2	4.079	103	359	2.96	14.3	13.2	48.4	44.8
50,000,001 - 70,000,000	3	196,500,000	16.2	4.115	119	360	3.60	16.2	15.1	48.9	42.7
70,000,001 - 80,000,000	1	70,625,000	5.8	4.450	120	360	1.48	10.2	9.0	74.0	59.7
80,000,001 - 100,000,000	1	85,600,000	7.1	3.920	119	0	2.69	10.9	10.7	59.3	59.3
100,000,001 - 111,900,000	2	221,900,000	18.3	3.676	118	0	3.10	11.7	11.2	43.4	43.4
Total/Weighted Average:	65	$1,213,814,926	100.0%	4.081%	116	361	2.93x	13.8%	13.0%	52.1%	47.5%

A-2-2 

BANK 2017-BNK7

Annex A-2: Mortgage Pool Information

Range of Underwritten Net Cash Flow Debt Service Coverage Ratios

				Weighted Average
			Percent by
	Number of		Aggregate		Remaining	Remaining		U/W NOI	U/W NCF
	Mortgage	Aggregate Cut-off	Cut-off Date	Mortgage	Term to Maturity	Amortization	U/W NCF	Debt	Debt	Cut-off Date	Balloon or ARD
Range of Underwritten NCF DSCRs (x)	Loans	Date Balance ($)	Pool Balance (%)	Rate (%)	or ARD (mos.)	Term (mos.)	DSCR (x)	Yield (%)	Yield (%)	LTV (%)	LTV (%)
1.35 - 1.40	4	$81,895,707	6.7%	4.424%	118	359	1.37x	8.7%	8.3%	68.4%	58.1%
1.41 - 1.50	4	124,817,458	10.3	4.359	119	360	1.47	10.2	8.8	72.4	60.0
1.51 - 1.75	9	137,171,224	11.3	4.750	116	355	1.62	11.6	10.2	60.8	50.7
1.76 - 2.00	9	297,584,987	24.5	4.240	107	352	1.85	10.6	9.7	59.7	55.1
2.01 - 2.25	4	31,619,718	2.6	4.347	118	360	2.14	10.9	10.5	59.8	57.1
2.26 - 2.50	9	95,654,360	7.9	4.006	119	360	2.34	11.2	11.1	50.3	48.6
2.51 - 2.75	4	117,048,630	9.6	3.983	119	359	2.69	11.4	10.9	58.7	58.6
2.76 - 3.00	1	40,800,000	3.4	3.820	120	0	2.99	12.2	11.6	52.8	52.8
3.01 - 38.34	21	287,222,841	23.7	3.450	118	414	6.15	23.4	22.9	23.5	22.9
Total/Weighted Average:	65	$1,213,814,926	100.0%	4.081%	116	361	2.93x	13.8%	13.0%	52.1%	47.5%
Range of Underwritten Net Operating Income Debt Yields
				Weighted Average
			Percent by
	Number of		Aggregate		Remaining	Remaining		U/W NOI	U/W NCF
	Mortgage	Aggregate Cut-off	Cut-off Date	Mortgage	Term to Maturity	Amortization	U/W NCF	Debt	Debt	Cut-off Date	Balloon or ARD
Range of Underwritten NOI Debt Yields (%)	Loans	Date Balance ($)	Pool Balance (%)	Rate (%)	or ARD (mos.)	Term (mos.)	DSCR (x)	Yield (%)	Yield (%)	LTV (%)	LTV (%)
7.8 - 8.0	2	$124,250,000	10.2%	3.955%	120	0	1.84x	7.8%	7.3%	56.6%	56.6%
8.1 - 9.0	5	88,895,707	7.3	4.410	118	359	1.43	8.7	8.3	67.6	58.1
9.1 - 10.0	8	74,916,655	6.2	4.194	119	359	2.07	9.7	9.4	64.2	60.8
10.1 - 11.0	11	267,912,754	22.1	4.214	118	360	1.96	10.6	9.8	64.0	57.3
11.1 - 12.0	4	82,495,478	6.8	4.068	119	360	1.89	11.2	10.7	58.8	51.4
12.1 - 13.0	6	175,716,961	14.5	4.309	119	354	2.22	12.4	11.2	56.4	50.6
13.1 - 14.0	5	96,686,823	8.0	4.844	81	345	1.86	13.8	12.0	64.0	56.2
14.1 - 15.0	1	9,524,360	0.8	4.620	120	360	2.40	15.0	14.8	23.9	19.4
15.1 - 17.0	2	116,894,718	9.6	3.498	117	359	4.24	15.5	15.1	31.4	31.0
17.1 - 18.0	1	1,198,630	0.1	4.690	119	359	2.54	17.2	15.8	30.0	24.4
18.1 - 19.0	2	7,796,156	0.6	3.812	120	360	3.25	18.6	18.2	31.1	24.5
19.1 - 20.0	1	3,375,000	0.3	3.900	120	480	3.81	19.5	18.8	38.4	33.7
20.1 - 142.1	17	164,151,685	13.5	3.437	119	420	7.57	29.1	28.5	17.9	17.4
Total/Weighted Average:	65	$1,213,814,926	100.0%	4.081%	116	361	2.93x	13.8%	13.0%	52.1%	47.5%
Range of Underwritten Net Cash Flow Debt Yields
				Weighted Average
			Percent by
	Number of		Aggregate		Remaining	Remaining		U/W NOI	U/W NCF
	Mortgage	Aggregate Cut-off	Cut-off Date	Mortgage	Term to Maturity	Amortization	U/W NCF	Debt	Debt	Cut-off Date	Balloon or ARD
Range of Underwritten NCF Debt Yields (%)	Loans	Date Balance ($)	Pool Balance (%)	Rate (%)	or ARD (mos.)	Term (mos.)	DSCR (x)	Yield (%)	Yield (%)	LTV (%)	LTV (%)
7.3 - 8.0	2	$124,250,000	10.2%	3.955%	120	0	1.84x	7.8%	7.3%	56.6%	56.6%
8.1 - 9.0	9	213,713,166	17.6	4.380	119	360	1.45	9.6	8.6	70.4	59.2
9.1 - 10.0	11	102,498,833	8.4	4.187	119	360	2.02	10.1	9.7	61.2	57.4
10.1 - 11.0	9	263,828,595	21.7	4.313	118	360	2.07	11.4	10.6	59.8	54.1
11.1 - 12.0	5	113,569,202	9.4	4.246	108	348	2.47	12.8	11.5	58.4	55.0
12.1 - 14.0	5	93,014,582	7.7	4.418	93	337	2.02	13.2	12.2	55.8	49.2
14.1 - 15.0	2	14,519,078	1.2	4.759	120	360	2.33	15.0	14.6	32.5	26.6
15.1 - 18.0	2	113,098,630	9.3	3.443	117	359	4.31	15.5	15.1	30.6	30.5
18.1 - 19.0	3	11,171,156	0.9	3.838	120	396	3.42	18.9	18.4	33.3	27.3
19.1 - 20.0	1	2,620,000	0.2	4.700	120	360	3.11	21.6	19.4	26.1	21.2
20.1 - 140.3	16	161,531,685	13.3	3.417	119	425	7.65	29.2	28.6	17.8	17.3
Total/Weighted Average:	65	$1,213,814,926	100.0%	4.081%	116	361	2.93x	13.8%	13.0%	52.1%	47.5%

A-2-3 

BANK 2017-BNK7

Annex A-2: Mortgage Pool Information

Range of Loan-to-Value Ratios as of the Cut-off Date

				Weighted Average
			Percent by
	Number of		Aggregate		Remaining	Remaining		U/W NOI	U/W NCF
	Mortgage	Aggregate Cut-off	Cut-off Date	Mortgage	Term to Maturity	Amortization	U/W NCF	Debt	Debt	Cut-off Date	Balloon or ARD
Range of Cut-off Date LTV Ratios (%)	Loans	Date Balance ($)	Pool Balance (%)	Rate (%)	or ARD (mos.)	Term (mos.)	DSCR (x)	Yield (%)	Yield (%)	LTV (%)	LTV (%)
2.1 - 20.0	12	$88,481,685	7.3%	3.491%	120	425	8.12x	32.8%	32.3%	10.5%	9.8%
20.1 - 25.0	2	11,374,360	0.9	4.478	120	380	3.12	18.0	17.7	23.3	19.2
25.1 - 30.0	5	75,814,786	6.2	3.395	118	359	6.81	24.2	23.5	26.7	26.2
30.1 - 35.0	3	118,900,000	9.8	3.450	117	360	4.28	15.8	15.4	30.7	30.3
35.1 - 40.0	1	3,375,000	0.3	3.900	120	480	3.81	19.5	18.8	38.4	33.7
40.1 - 45.0	1	31,750,000	2.6	3.637	119	0	2.29	12.2	12.2	41.0	37.3
45.1 - 50.0	2	23,007,835	1.9	4.634	99	358	1.81	11.9	11.3	48.2	41.0
50.1 - 55.0	2	45,794,637	3.8	3.944	120	359	2.83	12.0	11.4	52.9	51.9
55.1 - 60.0	14	364,135,758	30.0	3.999	119	349	2.14	10.0	9.5	57.7	55.2
60.1 - 65.0	10	216,335,245	17.8	4.722	102	359	1.83	12.0	10.6	63.2	57.0
65.1 - 70.0	6	68,946,425	5.7	4.371	119	347	1.61	10.7	9.8	67.7	54.8
70.1 - 74.0	7	165,899,196	13.7	4.407	119	360	1.45	9.9	8.7	72.4	61.2
Total/Weighted Average:	65	$1,213,814,926	100.0%	4.081%	116	361	2.93x	13.8%	13.0%	52.1%	47.5%
Range of Loan-to-Value Ratios as of the Maturity Date or ARD
				Weighted Average
			Percent by
	Number of		Aggregate		Remaining	Remaining		U/W NOI	U/W NCF
	Mortgage	Aggregate Cut-off	Cut-off Date	Mortgage	Term to Maturity	Amortization	U/W NCF	Debt	Debt	Cut-off Date	Balloon or ARD
Range of Balloon or ARD LTV Ratios (%)	Loans	Date Balance ($)	Pool Balance (%)	Rate (%)	or ARD (mos.)	Term (mos.)	DSCR (x)	Yield (%)	Yield (%)	LTV (%)	LTV (%)
2.1 - 20.0	14	$99,856,045	8.2%	3.603%	120	412	7.55x	31.1%	30.6%	12.0%	10.9%
20.1 - 25.0	3	6,614,786	0.5	4.339	119	359	3.05	19.5	18.2	28.0	22.5
25.1 - 30.0	4	76,200,000	6.3	3.347	118	360	6.83	24.2	23.6	27.1	26.5
30.1 - 35.0	3	119,863,797	9.9	3.486	117	341	4.21	15.5	15.1	31.8	30.8
35.1 - 40.0	1	31,750,000	2.6	3.637	119	0	2.29	12.2	12.2	41.0	37.3
40.1 - 45.0	4	35,099,432	2.9	4.552	106	346	1.79	11.9	11.2	51.4	41.9
45.1 - 50.0	4	95,433,003	7.9	4.110	118	359	1.77	10.8	10.3	57.6	48.9
50.1 - 55.0	6	174,255,948	14.4	4.504	120	353	1.90	11.6	10.3	62.1	53.3
55.1 - 60.0	14	393,961,915	32.5	4.160	116	359	2.05	10.1	9.3	61.8	58.1
60.1 - 65.0	11	164,030,000	13.5	4.422	104	360	1.81	10.9	9.8	66.8	61.6
65.1 - 65.2	1	16,750,000	1.4	4.500	118	360	1.37	8.4	8.3	71.3	65.2
Total/Weighted Average:	65	$1,213,814,926	100.0%	4.081%	116	361	2.93x	13.8%	13.0%	52.1%	47.5%
Range of Mortgage Rates
				Weighted Average
			Percent by
	Number of		Aggregate		Remaining	Remaining		U/W NOI	U/W NCF
	Mortgage	Aggregate Cut-off	Cut-off Date	Mortgage	Term to Maturity	Amortization	U/W NCF	Debt	Debt	Cut-off Date	Balloon or ARD
Range of Mortgage Rates (%)	Loans	Date Balance ($)	Pool Balance (%)	Rate (%)	or ARD (mos.)	Term (mos.)	DSCR (x)	Yield (%)	Yield (%)	LTV (%)	LTV (%)
3.288 - 3.500	3	$228,400,000	18.8%	3.358%	118	0	5.57x	19.4%	18.9%	24.9%	24.9%
3.501 - 3.750	10	53,891,178	4.4	3.666	119	385	5.92	28.3	28.0	29.3	26.3
3.751 - 4.000	16	369,758,624	30.5	3.917	120	375	2.67	12.1	11.7	54.1	51.9
4.001 - 4.250	10	147,620,000	12.2	4.128	119	360	1.99	10.4	9.4	62.7	59.3
4.251 - 4.500	11	190,118,166	15.7	4.412	119	359	1.52	9.7	8.9	69.0	57.8
4.501 - 4.750	8	57,720,382	4.8	4.578	111	348	1.90	12.2	11.6	50.6	42.7
4.751 - 5.000	5	97,311,859	8.0	4.887	81	350	1.82	13.4	11.7	64.6	57.0
5.001 - 5.117	2	68,994,718	5.7	5.110	120	360	1.62	12.7	10.6	63.2	52.2
Total/Weighted Average:	65	$1,213,814,926	100.0%	4.081%	116	361	2.93x	13.8%	13.0%	52.1%	47.5%

A-2-4 

BANK 2017-BNK7

Annex A-2: Mortgage Pool Information

Mortgage Loans by Original Term to Maturity or ARD

				Weighted Average
			Percent by
	Number of		Aggregate		Remaining	Remaining		U/W NOI	U/W NCF
Original Terms to Maturity or	Mortgage	Aggregate Cut-off	Cut-off Date	Mortgage	Term to Maturity	Amortization	U/W NCF	Debt	Debt	Cut-off Date	Balloon or ARD
ARD (mos.)	Loans	Date Balance ($)	Pool Balance (%)	Rate (%)	or ARD (mos.)	Term (mos.)	DSCR (x)	Yield (%)	Yield (%)	LTV (%)	LTV (%)
60	1	$38,000,000	3.1%	4.940%	57	360	1.91x	13.8%	12.2%	63.0%	60.1%
84	1	35,422,241	2.9	4.880	82	358	1.82	13.7	11.6	64.9	57.4
120	63	1,140,392,685	94.0	4.027	119	361	3.00	13.8	13.1	51.3	46.8
Total/Weighted Average:	65	$1,213,814,926	100.0%	4.081%	116	361	2.93x	13.8%	13.0%	52.1%	47.5%
Range of Remaining Terms to Maturity or ARD as of the Cut-off Date
				Weighted Average
			Percent by
	Number of		Aggregate		Remaining	Remaining		U/W NOI	U/W NCF
Range of Remaining Terms to	Mortgage	Aggregate Cut-off	Cut-off Date	Mortgage	Term to Maturity	Amortization	U/W NCF	Debt	Debt	Cut-off Date	Balloon or ARD
Maturity or ARD (mos.)	Loans	Date Balance ($)	Pool Balance (%)	Rate (%)	or ARD (mos.)	Term (mos.)	DSCR (x)	Yield (%)	Yield (%)	LTV (%)	LTV (%)
57	1	$38,000,000	3.1%	4.940%	57	360	1.91x	13.8%	12.2%	63.0%	60.1%
82	1	35,422,241	2.9	4.880	82	358	1.82	13.7	11.6	64.9	57.4
94 - 120	63	1,140,392,685	94.0	4.027	119	361	3.00	13.8	13.1	51.3	46.8
Total/Weighted Average:	65	$1,213,814,926	100.0%	4.081%	116	361	2.93x	13.8%	13.0%	52.1%	47.5%
Mortgage Loans by Original Amortization Term
				Weighted Average
			Percent by
	Number of		Aggregate		Remaining	Remaining		U/W NOI	U/W NCF
	Mortgage	Aggregate Cut-off	Cut-off Date	Mortgage	Term to Maturity	Amortization	U/W NCF	Debt	Debt	Cut-off Date	Balloon or ARD
Original Amortization Terms (mos.)	Loans	Date Balance ($)	Pool Balance (%)	Rate (%)	or ARD (mos.)	Term (mos.)	DSCR (x)	Yield (%)	Yield (%)	LTV (%)	LTV (%)
Non-Amortizing(1)	23	$629,955,000	51.9%	3.735%	119	0	3.81x	14.6%	14.1%	44.1%	43.9%
181 - 240	1	4,588,797	0.4	4.550	119	239	1.63	13.8	12.5	55.6	34.5
241 - 300	2	20,772,746	1.7	4.500	118	298	1.83	13.6	12.2	66.4	48.9
301 - 420	34	537,684,409	44.3	4.477	111	360	1.81	12.0	10.9	62.1	53.0
421 - 480	5	20,813,975	1.7	3.784	119	479	7.03	34.8	34.0	20.0	17.6
Total/Weighted Average:	65	$1,213,814,926	100.0%	4.081%	116	361	2.93x	13.8%	13.0%	52.1%	47.5%
(1) Includes the Moffett Place B4 mortgage loan which amortizes based on a fixed payment schedule following a 60 month interest-only period
Range of Remaining Amortization Terms as of the Cut-off Date(2)
				Weighted Average
			Percent by
	Number of		Aggregate		Remaining	Remaining		U/W NOI	U/W NCF
Range of Remaining Amortization	Mortgage	Aggregate Cut-off	Cut-off Date	Mortgage	Term to Maturity	Amortization	U/W NCF	Debt	Debt	Cut-off Date	Balloon or ARD
Terms (mos.)	Loans	Date Balance ($)	Pool Balance (%)	Rate (%)	or ARD (mos.)	Term (mos.)	DSCR (x)	Yield (%)	Yield (%)	LTV (%)	LTV (%)
Non-Amortizing(1)	23	$629,955,000	51.9%	3.735%	119	0	3.81x	14.6%	14.1%	44.1%	43.9%
181 - 240	1	4,588,797	0.4	4.550	119	239	1.63	13.8	12.5	55.6	34.5
241 - 300	2	20,772,746	1.7	4.500	118	298	1.83	13.6	12.2	66.4	48.9
301 - 420	34	537,684,409	44.3	4.477	111	360	1.81	12.0	10.9	62.1	53.0
421 - 480	5	20,813,975	1.7	3.784	119	479	7.03	34.8	34.0	20.0	17.6
Total/Weighted Average:	65	$1,213,814,926	100.0%	4.081%	116	361	2.93x	13.8%	13.0%	52.1%	47.5%
(1) Includes the Moffett Place B4 mortgage loan which amortizes based on a fixed payment schedule following a 60 month interest-only period.
(2) The remaining amortization term shown for any mortgage loan that is interest-only for part of its term does not include the number of months in its interest-only period and reflects only the number of months as of the commencement of amortization remaining from the end of such interest-only period.

A-2-5 

BANK 2017-BNK7

Annex A-2: Mortgage Pool Information

Mortgage Loans by Amortization Type

				Weighted Average
			Percent by
	Number of		Aggregate		Remaining	Remaining		U/W NOI	U/W NCF
	Mortgage	Aggregate Cut-off	Cut-off Date	Mortgage	Term to Maturity	Amortization	U/W NCF	Debt	Debt	Cut-off Date	Balloon or ARD
Amortization Type	Loans	Date Balance ($)	Pool Balance (%)	Rate (%)	or ARD (mos.)	Term (mos.)	DSCR (x)	Yield (%)	Yield (%)	LTV (%)	LTV (%)
Interest-only, Balloon	21	$488,205,000	40.2%	3.699%	119	0	4.35x	16.2%	15.8%	41.5%	41.5%
Amortizing Balloon	30	333,826,809	27.5	4.552	115	361	2.22	14.3	13.1	58.8	47.9
Interest-only, Amortizing Balloon	13	281,783,117	23.2	4.245	109	360	1.75	11.1	10.3	60.8	54.0
Interest-only, ARD	1	110,000,000	9.1	3.926	120	0	1.84	7.8	7.3	56.5	56.5
Total/Weighted Average:	65	$1,213,814,926	100.0%	4.081%	116	361	2.93x	13.8%	13.0%	52.1%	47.5%
Mortgage Loans by Loan Purpose
				Weighted Average
			Percent by
	Number of		Aggregate		Remaining	Remaining		U/W NOI	U/W NCF
	Mortgage	Aggregate Cut-off	Cut-off Date	Mortgage	Term to Maturity	Amortization	U/W NCF	Debt	Debt	Cut-off Date	Balloon or ARD
Loan Purpose	Loans	Date Balance ($)	Pool Balance (%)	Rate (%)	or ARD (mos.)	Term (mos.)	DSCR (x)	Yield (%)	Yield (%)	LTV (%)	LTV (%)
Refinance	57	$919,581,809	75.8%	4.063%	115	361	3.25x	14.7%	14.0%	48.4%	44.7%
Acquisition	7	229,233,117	18.9	4.180	117	360	1.97	10.7	9.8	65.4	58.4
Recapitalization	1	65,000,000	5.4	3.984	119	360	1.85	11.1	10.6	57.0	49.3
Total/Weighted Average:	65	$1,213,814,926	100.0%	4.081%	116	361	2.93x	13.8%	13.0%	52.1%	47.5%
Mortgage Loans by Lockbox Type
				Weighted Average
			Percent by
	Number of		Aggregate		Remaining	Remaining		U/W NOI	U/W NCF
	Mortgage	Aggregate Cut-off	Cut-off Date	Mortgage	Term to Maturity	Amortization	U/W NCF	Debt	Debt	Cut-off Date	Balloon or ARD
Type of Lockbox	Loans	Date Balance ($)	Pool Balance (%)	Rate (%)	or ARD (mos.)	Term (mos.)	DSCR (x)	Yield (%)	Yield (%)	LTV (%)	LTV (%)
Hard/Springing Cash Management	10	$482,445,196	39.7%	4.027%	114	360	2.39x	11.4%	10.6%	54.8%	50.5%
Springing	27	344,433,733	28.4	4.322	114	354	1.91	10.7	10.0	62.4	55.8
None	24	138,085,998	11.4	3.775	120	390	6.25	26.9	26.4	21.4	18.9
Soft/Springing Cash Management	2	131,500,000	10.8	4.179	119	360	4.46	18.8	17.3	44.9	39.5
Hard/Upfront Cash Management	2	117,350,000	9.7	3.843	119	0	2.58	11.3	11.1	54.3	53.3
Total/Weighted Average:	65	$1,213,814,926	100.0%	4.081%	116	361	2.93x	13.8%	13.0%	52.1%	47.5%

A-2-6 

BANK 2017-BNK7

Annex A-2: Mortgage Pool Information

Mortgage Loans by Escrow Type

	Initial			Monthly			Springing
			Percent by			Percent by			Percent by
	Number of		Aggregate	Number of		Aggregate	Number of		Aggregate
	Mortgage	Aggregate Cut-off	Cut-off Date	Mortgage	Aggregate Cut-off	Cut-off Date	Mortgage	Aggregate Cut-off	Cut-off Date
Type of Escrow	Loans	Date Balance ($)	Pool Balance (%)	Loans	Date Balance ($)	Pool Balance (%)	Loans	Date Balance ($)	Pool Balance (%)
Tax Escrow	44	$664,643,333	54.8%	47	$742,894,589	61.2%	20	$502,883,042	41.4%
Insurance Escrow	15	$221,414,950	18.2%	15	$221,414,950	18.2%	51	$1,022,362,681	84.2%
Replacement Reserve	6	$117,280,478	9.7%	37	$644,987,725	53.1%	6	$335,012,704	27.6%
TI/LC Reserve(1)	5	$115,770,000	15.7%	14	$183,776,924	24.9%	10	$426,787,704	57.9%
(1)The percentage of Cut-off Date Pool Balance for loans with TI/LC reserves is based on the aggregate principal balance of loans  secured in whole or in part by office, retail, industrial, mixed-use and other properties.

A-2-7 

BANK 2017-BNK7

Annex A-2: Mortgage Pool Information

Percentage of Mortgage Pool by Prepayment Restriction(1)(2)
	September	September	September	September	September	September	September	September	September	September	September
Prepayment Restriction	2017	2018	2019	2020	2021	2022	2023	2024	2025	2026	2027
Locked Out	93.67%	93.71%	3.39%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
Defeasance	0.00	0.00	79.41	79.41	79.38	78.68	78.66	80.89	80.55	80.49	0.00
Yield Maintenance	6.33	6.29	17.20	20.59	20.62	21.32	21.34	19.11	19.45	19.51	0.00
Prepayment Premium	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Open	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Total:	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	0.00%
Mortgage Pool Balance
Outstanding (in millions)	$1,213.81	$1,208.34	$1,202.43	$1,195.45	$1,186.07	$1,140.02	$1,129.15	$1,086.62	$1,060.09	$1,048.84	$0.00
Percent of Aggregate
Cut-off Date Pool Balance	100.00%	99.55%	99.06%	98.49%	97.71%	93.92%	93.02%	89.52%	87.34%	86.41%	0.00%
(1) Prepayment provisions in effect as a percentage of outstanding Mortgage Loan balances as of the indicated date assuming no prepayments on the Mortgage Loans, if any.
(2) Assumes yield maintenance for each Mortgage Loan with the option to defease or pay yield maintenance.

A-2-8 

ANNEX A-3

SUMMARIES OF THE FIFTEEN LARGEST MORTGAGE LOANS

(THIS PAGE INTENTIONALLY LEFT BLANK)

GENERAL MOTORS BUILDING

 

A-3-1 

GENERAL MOTORS BUILDING

 

A-3-2 

GENERAL MOTORS BUILDING

 

A-3-3 

No. 1 – General Motors Building
Loan Information					Property Information
Mortgage Loan Seller:		Morgan Stanley Mortgage Capital Holdings LLC			Single Asset/Portfolio:	Single Asset
					Property Type:	Mixed Use
Original Principal Balance(1):		$111,900,000			Specific Property Type:	Office/Retail
Cut-off Date Balance(1):		$111,900,000			Location:	New York, NY
% of Initial Pool Balance:		9.2%			Size:	1,989,983 SF
Loan Purpose:		Refinance			Cut-off Date Balance Per SF(1):	$738.70
Borrower Name:		767 Fifth Partners LLC			Year Built/Renovated:	1968/2017
Borrower Sponsors:		Boston Properties Limited Partnership; 767 LLC; Sungate Fifth Avenue LLC			Title Vesting:	Fee
Mortgage Rate:		3.430%			Property Manager:	Self-managed
Note Date:		June 7, 2017			4th Most Recent Occupancy (As of):	96.9% (12/31/2013)
Anticipated Repayment Date:		NAP			3rd Most Recent Occupancy (As of):	98.5% (12/31/2014)
Maturity Date:		June 9, 2027			2nd Most Recent Occupancy (As of):	96.7% (12/31/2015)
IO Period:		120 months			Most Recent Occupancy (As of):	96.3% (12/31/2016)
Loan Term (Original):		120 months			Current Occupancy (As of)(4):	95.0% (6/1/2017)
Seasoning:		3 months
Amortization Term (Original):		NAP			Underwriting and Financial Information:
Loan Amortization Type:		Interest-only, Balloon
Interest Accrual Method:		Actual/360			4th Most Recent NOI (As of)(5):	$168,011,596 (12/31/2013)
Call Protection:		L(27),D(86),O(7)			3rd Most Recent NOI (As of)(5):	$165,315,617 (12/31/2014)
Lockbox Type:		Hard/Springing Cash Management			2nd Most Recent NOI (As of)(5):	$150,511,664 (12/31/2015)
Additional Debt(1):		Yes			Most Recent NOI (As of)(5):	$151,425,346 (12/31/2016)
Additional Debt Type(1):		Pari Passu; Subordinate Secured Debt
					U/W Revenues:	$334,764,418
					U/W Expenses:	$107,458,009
					U/W NOI:	$227,306,409
Escrows and Reserves(2):					U/W NCF:	$221,544,794
					U/W NOI DSCR(1):	4.45x
Type:	Initial		Monthly	Cap (If Any)	U/W NCF DSCR(1):	4.33x
Taxes	$0		Springing	NAP	U/W NOI Debt Yield(1):	15.5%
Insurance	$0		Springing	NAP	U/W NCF Debt Yield(1):	15.1%
TI/LC Reserve	$0		$0	NAP	As-Is Appraised Value:	$4,800,000,000
Replacement Reserve	$0		$0	NAP	As-Is Appraisal Valuation Date:	May 8, 2017
Tenant Specific TI/LC Reserve(3)	$0		$0	NAP	Cut-off Date LTV Ratio(1):	30.6%
Free Rent Reserve(3)	$0		$0	NAP	LTV Ratio at Maturity(1):	30.6%

(1) The General Motors Building Whole Loan (as defined below), totaling $2,300,000,000, is comprised of the General Motors Building Senior Whole Loan (as defined below) totaling $1,470,000,000 and the General Motors Building Junior Notes (as defined below) totaling $830,000,000. The non-controlling General Motors Building Mortgage Loan (as defined below) had an original principal balance of $111,900,000, has an outstanding principal balance of $111,900,000 as of the Cut-off Date and will be contributed to the BANK 2017-BNK7 Trust. All statistical financial information related to balances PSF, loan-to-value ratios, debt service coverage ratios and debt yields are based on the General Motors Building Senior Whole Loan. The Cut-off Date LTV Ratio, U/W NCF DSCR, U/W NCF DY and Cut-off Date Balance Per SF based on the General Motors Building Whole Loan are 47.9%, 2.77x, 9.6% and $1,156, respectively.

(2) See “Escrows” section.

(3) At closing, Boston Properties Limited Partnership (“BPLP”) provided a guaranty in lieu of depositing (i) $107,946,183 for existing tenant improvement and leasing commission costs and (ii) $161,161,013 in existing gap rent and free rent obligations.

(4) Current Occupancy includes Under Armour, which has an executed lease but is not expected to be in occupancy at the General Motors Building Property (as defined below) until on or after January 1, 2019.

(5) See “Cash Flow Analysis” section.

The Mortgage Loan. The mortgage loan (the “General Motors Building Mortgage Loan”) is part of a whole loan (the “General Motors Building Whole Loan”) evidenced by (i) a senior loan tranche (the “General Motors Building Senior Whole Loan”), and (ii) a subordinate loan tranche (the “General Motors Building Junior Notes”), secured by the fee interest in a mixed use office building located in New York, New York (the “General Motors Building Property”). The General Motors Building Whole Loan was co-originated on June 7, 2017 by Morgan Stanley Bank, N.A., Citigroup Global Markets Realty Corp., Deutsche Bank AG, New York Branch and Wells Fargo Bank, National Association (the “General Motors Building Whole Loan Origination Syndicate”). The General Motors Building Whole Loan had an original principal balance of $2,300,000,000, has an outstanding principal balance as of the Cut-off Date of $2,300,000,000 and accrues interest at an interest rate of 3.430% per annum. The General Motors Building Whole Loan had an initial term of 120 months, has a remaining term of 117 months as of the Cut-off Date and requires payments of interest only through the term of the General Motors Building Whole Loan. The General Motors Building Whole Loan matures on June 9, 2027.

The General Motors Building Mortgage Loan, evidenced by certain notes of the General Motors Building Senior Whole Loan, which will be contributed to the BANK 2017-BNK7 Trust, had an original aggregate principal balance of $111,900,000, has an outstanding

A-3-4 

GENERAL MOTORS BUILDING

aggregate principal balance as of the Cut-off Date of $111,900,000 and represents a senior pari passu non-controlling interest in the General Motors Building Whole Loan. Certain notes of the General Motors Building Senior Whole Loan (totaling $725,000,000) and the General Motors Building Junior Notes (totaling $830,000,000) were contributed to the BXP Trust 2017-GM Trust and represent the controlling interest in the General Motors Building Whole Loan. The remaining notes from the General Motors Building Senior Whole Loan, which had an aggregate original principal balance of $633,100,000 (the “General Motors Building Non-Serviced Pari Passu Companion Loans”), have either been contributed to securitization trusts or are expected to be contributed to future securitization trusts. After origination of the General Motors Building Whole Loan, the General Motors Building Whole Loan Origination Syndicate sold $85,000,000 of the General Motors Building Non-Serviced Pari Passu Companion Loans to Cantor Commercial Real Estate Lending, L.P. (“CCRE”). The lender provides no assurances that any non-securitized notes will not be split further or otherwise sold outside of the General Motors Building Whole Loan Origination Syndicate. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loan—General Motors Building Whole Loan” in the Prospectus.

General Motors Building Senior Whole Loan
$725,000,000  BXP Trust 2017-GM	$111,900,000  BANK 2017-BNK7	$633,100,000  General Motors Building Non- Serviced Pari Passu Companion Loans(1)
General Motors Building Junior Notes
$830,000,000 BXP Trust 2017-GM(2)

(1) After origination of the General Motors Building Whole Loan, the General Motors Building Whole Loan Origination Syndicate sold $85,000,000 of the General Motors Building Non-Serviced Pari Passu Companion Loans to CCRE.

(2) The holder of the controlling class of the BXP Trust 2017-GM is the controlling noteholder.

Following the lockout period, on any date before December 9, 2026, the borrower has the right to defease the General Motors Building Whole Loan in whole, but not in part. In addition, the General Motors Building Whole Loan is prepayable without penalty on or after the due date in December 2026. The lockout period will expire on the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized and (ii) June 7, 2020.

Sources and Uses

Sources				Uses
Original whole loan amount	$2,300,000,000		100.0%	Loan payoff	$1,606,000,000	69.8%
				Closing costs	41,107,676	1.8
				Return of equity	652,892,324	28.4
Total Sources	$2,300,000,000	100.0%		Total Uses	$2,300,000,000	100.0%

The Property. The General Motors Building Property is a 50-story mixed use office building comprised of approximately 1,989,983 total square feet, including approximately 187,954 square feet of retail space in the two-story retail base that wraps around the building and the below grade concourse. Originally developed in 1968 for the General Motors Corporation to serve as its headquarters, the General Motors Building Property occupies the entire city block bound by 58th Street, 59th Street, Madison Avenue and Fifth Avenue on the southeast corner of Central Park. The Fifth Avenue frontage of the General Motors Building Property features an open plaza with seating and is topped by the glass Apple cube, which serves as the entrance to Apple’s store in the below grade concourse (the “Apple Cube Space”). Because of its location, the General Motors Building Property features unobstructed views of Central Park from every office floor.

The General Motors Building Property is 95.0% leased as of June 1, 2017 by a diverse roster of office and retail tenants. Approximately 54.0% of the General Motors Building Property net rentable area (“NRA”) is leased by investment grade or large law firm tenants, which contribute approximately 49.0% of the General Motors Building Property’s underwritten gross rent. The General Motors Building Property serves as the global headquarters for Weil, Gotshal & Manges LLP (24.6% of NRA, 19.3% of underwritten base rent), which has been in occupancy since the building was constructed in 1968, headquarters for Aramis, an Estée Lauder company and another original tenant at the General Motors Building, (15.1% of NRA, 10.3% of underwritten base rent), is expected to serve as a flagship retail location for Under Armour (2.5% of NRA, 11.3% of underwritten base rent), and serves as headquarters for BAMCO (5.3% of NRA, 8.0% of underwritten base rent) and Apple’s flagship retail store (5.3% of NRA, 6.8% of underwritten base rent). The top five tenants by underwritten base rent at the General Motors Building Property lease 52.8% of NRA and comprise 55.6% of the underwritten base rent. The weighted average remaining lease term for the top five tenants is approximately 11.7 years, and the weighted average remaining lease term for the entire General Motors Building Property is approximately 9.4 years. The General Motors Building Property has a nine year average historical occupancy of 97.4% dating back to 2008.

According to the borrower sponsor, since acquiring the General Motors Building Property in 2008 and through 2016, the borrower has invested approximately $98.0 million in capital expenditures for tenant improvements and other capital projects at the General Motors Building Property. The Apple Cube Space is under renovation to expand such space by approximately 34,000 square feet, increasing ceiling heights by lowering the floor approximately five feet and adding storage space and back of house capacity by expanding into formerly dark space located below grade. Under Armour’s space is currently occupied by Apple while the Apple Cube Space and expansion is under construction. Under Armour is not currently in occupancy or paying rent. Apple is obligated to vacate its temporary space by December 31, 2018 and has the right to terminate its entire lease if its expanded Apple Cube Space is not

A-3-5 

GENERAL MOTORS BUILDING

delivered by February 3, 2020, subject to force majeure. Under Armour has the right to terminate its lease if its space is not delivered by July 1, 2019 and if such failure to deliver the space is not due to tenant-caused delays or force majeure.

The majority of the General Motors Building Property’s annual underwritten base rent comes from office tenants (73.2%), with the remaining underwritten rent coming from retail tenants (26.3%) and storage space (0.4%).

The following table presents certain information relating to the tenancies at the General Motors Building 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
Major Tenants
Weil, Gotshal & Manges LLP(3)	NR/NR/NR	489,867	24.6%	$104.68	$51,278,352	19.3%	Various
Under Armour(4)	NR/Baa2/BB+	49,582	2.5%	$605.06	$29,999,945	11.3%	6/30/2034
Aramis(5)	NR/A2/A+	299,895	15.1%	$91.80	$27,530,236	10.3%	3/31/2020
BAMCO(6)	NR/NR/NR	105,579	5.3%	$201.65	$21,290,010	8.0%	5/31/2035
Apple(7)	NR/Aa1/AA+	105,748	5.3%	$170.76	$18,057,615	6.8%	Various
Perella Weinberg	NR/NR/NR	130,155	6.5%	$95.21	$12,392,687	4.7%	1/31/2022
JP Morgan Chase	A+/A3/A-	7,500	0.4%	$1,464.10	$10,980,750	4.1%	5/31/2021
Cartier	NR/NR/NR	11,745	0.6%	$757.05	$8,891,545	3.3%	12/31/2018
Balyasny Asset Management(8)	NR/NR/NR	63,606	3.2%	$128.14	$8,150,250	3.1%	12/31/2027
GM(9)	BBB/Baa3/BBB	76,200	3.8%	$92.00	$7,010,400	2.6%	3/31/2020
Total Major Tenants		1,339,877	67.3%	$145.97	$195,581,790	73.4%
Non-Major Tenants		550,242	27.7%	$128.55	$70,735,275	26.6%
Occupied Collateral Total		1,890,119	95.0%	$140.90	$266,317,065	100.0%
Vacant Space		99,864	5.0%
Collateral Total		1,989,983	100.0%

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

(2) Annual U/W Base Rent PSF and Annual U/W Base Rent excludes $11,269,632 ($5.66 PSF) of total underwritten straight line rents through the tenants’ respective lease terms associated with Weil, Gotshal & Manges LLP ($6,010,916) and Apple ($4,107,800), as well as other tenants, which straight line rents are included in the “Cash Flow Analysis” table below.

(3) Weil, Gotshal & Manges LLP leases 100,024 square feet of space through August 31, 2019 and 389,843 square feet through August 31, 2034. Weil, Gotshal & Manges LLP has the right to terminate (a) its 20,791 square feet of below grade storage space, at any time, and (b) either (i) its 38,900 square feet of space on the 22nd floor or (ii) its 39,900 square feet space on the 32nd floor, on or after August 31, 2022. Weil, Gotshal & Manges LLP most recently extended its lease for 389,843 square feet of its space through August 2034 at an initial base rent of $114.00 PSF, above its current in place weighted average gross rent of $92.37 PSF. BPLP, one of the borrower sponsors, provided a payment guaranty for the gap rent between Weil, Gotshal & Manges LLP current rent and Weil, Gotshal & Manges LLP underwritten rent which commences in September 2019.

(4) Under Armour’s lease commences on the substantial completion of landlord’s work, which is projected to be January 1, 2019. Under Armour has the right to terminate its lease if its space is not delivered by July 1, 2019 and the failure to deliver the space is not due to tenant-caused delays or force majeure. Under Armour’s space is currently occupied by Apple while the Apple Cube Space and expansion is under construction. Under Armour is not currently in occupancy or paying rent. BPLP provided a payment guaranty with respect to Under Armour’s gap rent (for the difference between the rent being paid by Apple for the space anticipated to be occupied by Under Armour and the rent that will be due upon commencement of Under Armour’s lease), as well as for Under Armour’s free rent. Under Armour has 12 months of free rent, equal to $30,000,000, beginning after its lease commencement date.

(5) Aramis subleases 9,725 square feet of its space on the 46th floor to GF Capital Management & Advisors, LLC at $107.00 PSF.

(6) BAMCO has executed a renewal to extend its lease to May 2035, commencing in January 2024 for a weighted average base rent of approximately $201.65 PSF. BAMCO’s in place weighted average base rent is approximately $147.77 PSF. BPLP provided a payment guaranty with respect to BAMCO’s gap rent between closing and the renewal rent commencing in January 2024. After the expiration of the guaranty by BPLP, the lower of market or in place rent has been underwritten.

(7) Apple is temporarily occupying the space expected to be occupied by Under Armour once its lease commences while the Apple Cube Space and expansion is under construction. Apple is obligated to vacate its temporary space by December 31, 2018 and has the right to terminate its entire lease if its space is not delivered by February 3, 2020, subject to force majeure. Apple leases 2,754 square feet through December 31, 2018 and 102,994 square feet through January 31, 2034. Apple has 17 months of free rent, equal to $9,562,500, on its 21,907 square feet of expansion space commencing in August 2017. BPLP provided a guaranty with respect to Apple’s free rent. Annual U/W Base Rent for Apple has been underwritten to Apple’s base rent as of January 2019 in conjunction with the Under Armour lease commencement date.

(8) Balyasny Asset Management may terminate its lease effective December 31, 2022 with a minimum of one year’s notice and payment of a termination fee. Balyasny Asset Management has six months of free rent on its 34th floor space, totaling $1,481,625.

(9) GM subleases 38,100 square feet on the 14th floor to Grosvenor Capital Management Holdings, LLLP at $80.00 PSF and 38,100 square feet on the 16th floor to Reservoir Operations, L.P. at $85.00 PSF.

A-3-6 

GENERAL MOTORS BUILDING

The following table presents certain information relating to the lease rollover schedule at the General Motors Building 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(4)
MTM	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2017	1	11,226	0.6%	11,226	0.6%	$993,600	0.4%	$88.51
2018	6	52,373	2.6%	63,599	3.2%	$15,456,871	5.8%	$295.13
2019	9	106,096	5.3%	169,695	8.5%	$9,123,113	3.4%	$85.99
2020	22	532,016	26.7%	701,711	35.3%	$50,741,831	19.1%	$95.38
2021	4	35,486	1.8%	737,197	37.0%	$16,570,250	6.2%	$466.95
2022	8	144,898	7.3%	882,095	44.3%	$14,412,478	5.4%	$99.47
2023	2	2,747	0.1%	884,842	44.5%	$1,870,937	0.7%	$681.08
2024	1	38,100	1.9%	922,942	46.4%	$3,429,000	1.3%	$90.00
2025	3	66,347	3.3%	989,289	49.7%	$6,783,128	2.5%	$102.24
2026	6	48,201	2.4%	1,037,490	52.1%	$9,096,994	3.4%	$188.73
2027	6	99,324	5.0%	1,136,814	57.1%	$12,273,236	4.6%	$123.57
Thereafter	38	753,305	37.9%	1,890,119	95.0%	$125,565,627	47.1%	$166.69
Vacant	0	99,864	5.0%	1,989,983	100.0%	$0	0.0%	$0.00
Total/Weighted Average	106	1,989,983	100.0%			$266,317,065	100.0%	$140.90

(1) Information obtained from the underwritten rent roll.

(2) Certain tenants may have lease termination options that are exercisable prior to the stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule.

(3) Annual U/W Base Rent excludes $11,269,632 ($5.66 PSF) of total underwritten straight line rents through the tenants’ respective lease terms associated with Weil, Gotshal & Manges LLP ($6,010,916) and Apple ($4,107,800), as well as other tenants.

(4) Weighted Average Annual U/W Base Rent PSF excludes vacant space.

The following table presents historical occupancy percentages at the General Motors Building Property:

Historical Occupancy

2010(1)	2011(1)	2012(1)	2013(1)	2014(1)	2015(1)	2016(1)	6/1/2017(2)
98.5%	98.2%	95.5%	96.9%	98.5%	96.7%	96.3%	95.0%

(1) Information obtained from the borrower and represents average occupancy for the indicated year unless otherwise specified.

(2) Information obtained from the underwritten rent roll. Underwritten occupancy includes Under Armour, which has an executed lease but is not expected to be in occupancy at the General Motors Building Property until on or after January 1, 2019.

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GENERAL MOTORS BUILDING

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the underwritten net cash flow at the General Motors Building Property:

Cash Flow Analysis

	2013	2014	2015	2016	U/W	% of U/W Effective Gross Income	U/W $ per SF
Base Rent	$188,477,818	$197,172,437	$193,759,747	$206,851,492	$266,317,065(1)	79.6%	$133.83
Straight Line Rent	0	0	0	0	11,269,632(2)	3.4	5.66
Grossed Up Vacant Space	0	0	0	0	16,547,756(3)	4.9	8.32
Percentage Rent	13,435,678	11,075,213	9,266,920	5,301,583	4,921,916(4)	1.5	2.47
Mark to Market(5)	0	0	0	0	17,100,676	5.1	8.59
Total Reimbursables	29,544,790	35,800,858	38,501,366	39,027,298	27,629,542	8.3	13.88
Other Income(6)	20,814,262	13,270,276	8,240,130	5,169,082	7,525,587	2.2	3.78
Less Vacancy & Credit Loss	0	0	0	0	(16,547,756)(3)	(4.9)	(8.32)
Effective Gross Income	$252,272,548	$257,318,784	$249,768,162	$256,349,455	$334,764,418	100.0%	$168.22
Total Operating Expenses	$84,260,952	$92,003,166	$99,256,499	$104,924,109	$107,458,009(7)	32.1%	$54.00
Net Operating Income(8)	$168,011,596	$165,315,617	$150,511,664	$151,425,346	$227,306,409	67.9%	$114.23
TI/LC	0	0	0	0	5,363,618	1.6	2.70
Capital Expenditures	0	0	0	0	397,997	0.1	0.20
Net Cash Flow	$168,011,596	$165,315,617	$150,511,664	$151,425,346	$221,544,794	66.2%	$111.33
NOI DSCR(9)	3.29x	3.23x	2.94x	2.96x	4.45x
NCF DSCR(9)	3.29x	3.23x	2.94x	2.96x	4.33x
NOI DY(9)	11.4%	11.2%	10.2%	10.3%	15.5%
NCF DY(9)	11.4%	11.2%	10.2%	10.3%	15.1%

(1) U/W Base Rent is based on the rent roll as of June 1, 2017, and includes rent steps through June 2018. Lenders have made various adjustments to the in place rents which are detailed below.

i. Apple is currently undergoing a major renovation to their Apple Cube Space. During the renovations, Apple is occupying the former FAO Schwarz space as temporary space until the earlier of the completion of their renovations or the outside kick out date of December 31, 2018. Base rent for Apple has been underwritten to Apple’s base rent as of January 2019 in conjunction with the Under Armour lease commencement date. Apple is currently paying annual contractual rent of $12,500,004 on the temporary space, which steps up to $24,000,000 annually in August 2018 in addition to their existing lease for the Apple Cube Space. Lenders are underwriting $18,057,615 in base rent and $19,429,881 in gross rent (base rent plus recoveries) for Apple.

ii. Under Armour has executed a lease commencing in January 2019 for the space that is currently occupied by Apple as temporary space. Contractual rent has been underwritten for Under Armour based on the rent due as of January 2019 when the lease commences. BPLP provided a payment guaranty for the gap rent between the rent Apple is currently paying to occupy its temporary space and the rent that will be due under Under Armour’s lease once such lease commences.

iii. Weil, Gotshal & Manges LLP has executed a renewal for 389,843 square feet of its space through August 2034, commencing in September 2019. For these spaces underwritten base rent for Weil, Gotshal & Manges LLP uses rents effective as of September 2019. For the space not extended, contractual in-place rent inclusive of 12 months’ rent steps and existing recoveries has been underwritten. BPLP provided a payment guaranty for the gap rent between Weil, Gotshal & Manges LLP’ current rent and their underwritten rent which commences in September 2019.

iv. BAMCO has executed a renewal to extend its lease to May 2035, commencing in January 2024 for a weighted average base rent of approximately $201.65 PSF. BAMCO’s in place weighted average base rent is approximately $147.77 PSF. The gap rent between closing and the renewal rent commencing in January 2024 is guaranteed by BPLP. After the expiration of the BPLP guaranty, the lower of market or in place rent has been underwritten.

v. Continental Grain is currently subleasing from GM and has executed a direct lease commencing in April 2020 on the expiration of their existing sublease. GM is currently paying $92.00 PSF in base rent. Continental Grain’s direct rent in 2020 of $110.00 PSF has been underwritten. BPLP provided a guaranty for the gap rent until 2020.

(2) U/W Straight Line Rent is based on net present value of future contractual rent steps after June 1, 2018 for investment grade and law firm tenants included in a listing of the largest 100 United States law firms through the tenants’ lease expirations (which in the case of certain tenants, expire beyond the loan term). Tenants with U/W straight line rents include $11,269,632 ($5.66 PSF) of total underwritten straight line rents through the tenants’ respective lease terms associated with Weil, Gotshal & Manges LLP ($6,010,916) and Apple ($4,107,800), as well as other tenants.

(3) Vacancy is underwritten to current physical vacancy of 5.0%.

(4) Apple has an abatement period for its percentage rent component that commences in October 2017. Once Apple has moved back into its expanded and redeveloped space, it will be required to pay 2.25% in percentage rent above $200,000,000 a year in sales. BPLP provided a guaranty for the estimated gap percentage rent. U/W Percentage Rent is equal to the average Apple sales from 2013 through 2016 over the new $200,000,000 breakpoint and the 2.25% percentage rent.

(5) Rents have been marked up or down, as applicable, based on the appraiser’s conclusion of market rents.

(6) Other income consists of primarily antenna income, direct utilities income and service income.

(7) Contractual management fee is equal to 2.0% of Effective Gross Income. Underwritten management fee included in U/W Total Operating Expenses is capped at $1,000,000.

(8) The Net Operating Income for the period beginning on January 1, 2017 and ending on March 31, 2017 was $49,643,832.

(9) The debt service coverage ratios and debt yields are based on the outstanding principal balance of the General Motors Building Senior Whole Loan and exclude the outstanding principal balance of the General Motors Building Junior Notes.

Appraisal. As of the appraisal valuation date of May 8, 2017, the General Motors Building Property had an “as-is” appraised value of $4,800,000,000.

Environmental Matters. According to the Phase I environmental site assessment dated May 9, 2017, there are no recognized environmental conditions at the General Motors Building Property. However, the General Motors Building Property is covered against certain environmental matters by a pollution legal liability-type environmental insurance policy issued by Chartis Specialty Insurance Company (a member company of American International Group Inc.) with limits of $20 million per incident and $40 million in the aggregate, subject to a $50,000 deductible. American International Group Inc. has an S&P rating of “BBB+”. The policy period ends September 15, 2018. Upon expiration of the existing policy, the General Motors Building Whole Loan documents require the borrower to provide a replacement policy, issued by an insurer having a minimum A.M. Best’s rating of “A-/VIII” that is maintained and renewed annually with a combined single limit of $5 million and a deductible no greater than $100,000.

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GENERAL MOTORS BUILDING

Market Overview and Competition. The General Motors Building Property is located on the entire city block bounded by Fifth Avenue and Madison Avenue between East 58th Street and East 59th Street. This area of Midtown Manhattan is known as the Madison/Fifth Avenue subdistrict, according to the appraisal. The General Motors Building Property is surrounded by many of New York’s landmarks, restaurants, hotels, shops and tourist attractions, made accessible by the presence of several major transportation hubs. The General Motors Building Property is located within the boundaries of the Plaza District, which is generally bound by 47th Street to the south and 65th Street to the north, and from Avenue of the Americas to the East River.

As of the first quarter 2017, the three office statistical areas that comprise the Plaza District contain 81.1 million square feet of Class A office space, 6.4 million square feet of Class B office space and 481,485 square feet of Class C office space. Historically, the Plaza District has evidenced the highest rents in Midtown Manhattan due to the demand generated by its location and quality space, according to the appraisal. As of the first quarter of 2017, the Class A office space in the Plaza District had a direct vacancy rate of 9.4% and average asking rents of $99.69 PSF, above the direct primary Midtown Manhattan average of $88.93 PSF. According to the appraisal, as of first quarter 2017, the Madison/Fifth Avenue subdistrict consisted of approximately 19.8 million square feet of Class A office space and had a direct vacancy rate of 11.0% and overall direct weighted average asking rents of $110.15 PSF.

The appraisal identified 29 comparable office properties totaling approximately 20.0 million square feet that exhibited a gross rental range of $75.00 PSF to $200.00 PSF and a weighted average occupancy rate of approximately 90.5% for direct space. Of the 29 buildings surveyed, seven are considered directly competitive with the General Motors Building Property in terms of building classification, asking rents, rentable office area and current occupancy. The directly competitive properties exhibited a gross rental range of $85.00 PSF to $200.00 PSF and a weighted average direct occupancy of approximately 86.0%, and excluding 9 West 57th Street, the average direct occupancy rate for these buildings is 94.0%, compared to 90.5% for all the competitive buildings compared with the General Motors Building Property, and 91.3% for Class A space within Midtown as a whole.

The following tables present certain information relating to comparable leases for the General Motors Building Property:

Comparable Office Leases⁽¹⁾

Property Location	Year Built	Stories	Total Office GLA (SF)	Tenant Name	Lease Date/Term	Lease Area (SF)	Annual Base Rent PSF	Lease Type
590 Madison Avenue New York, New York	1982	43	1,016,413	Cemex	February 2017 / 15.0 Yrs.	5,903	$145.00	Gross
520 Madison Avenue New York, New York	1982	43	849,600	CIC Union	January 2017 / 10.0 Yrs.	46,822	$127.00	Gross
375 Park Avenue New York, New York	1958	38	830,009	Servcorp NYC	January 2017 / 10.0 Yrs.	9,572	$173.00	Gross
9 West 57th Street New York, New York	1971	50	1,500,000	Qatar Investment Authority	January 2017 / 10.0 Yrs	14,000	$180.00	Gross
650 Madison Avenue New York, New York	1987	27	521,544	Carson Family Trust	January 2017 / 10.0 Yrs	4,002	$120.00	Gross
450 Park Avenue New York, New York	1972/2003	33	247,242	Banco Bradesco	December 2016 / 13.0 Yrs	21,822	$149.00	Gross
399 Park Avenue New York, New York	1961	39	1,250,000	Morgan Stanley	July 2016 / 15.0 Yrs	110,025	$108.50	Gross
9 West 57th Street New York, New York	1971	50	1,500,000	Zimmer Partners	July 2016 / 10.0 Yrs	20,100	$155.00	Gross
375 Park Avenue New York, New York	1958	38	830,009	Fried Frank	June 2016 /  6.0 Yrs	11,703	$167.00	Gross
375 Park Avenue New York, New York	1958	38	830,009	Strategic Asset Services	May 2016 / 7.0 Yrs	16,000	$165.00	Gross

(1) Information obtained from the appraisal.

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GENERAL MOTORS BUILDING

Comparable Retail Leases⁽¹⁾

Property Location	Tenant Name	Lease Date/Term	Lease Area (SF)	Level	Annual Base Rent PSF	Lease Type
723 Madison Avenue New York, New York	Paule Ka	December 2016 / 10.0 Yrs	1,661	Lower, Ground, Second	(2)	Gross
650 Fifth Avenue New York, New York	Nike	December 2016 / 15.5 Yrs	69,214	Lower – Sixth	(3)	Gross
680 Madison Avenue New York, New York	Tom Ford	August 2016 / 10.0 Yrs	8,470	Ground, Second	(4)	Gross
683 Fifth Avenue New York, New York	Stuart Weitzman	June 2016 / 10.0 Yrs	1,281	Ground	$3,903.20	Gross
685 Fifth Avenue New York, New York	Coach	February 2016 / 10.0 Yrs	24,149	Lower, Ground, Mezz, Second, Third	(5)	Gross
683 Madison Avenue New York, New York	Bally’s	January 2016 / 10.0 Yrs	3,013	Ground	$1,660.00	Gross
730 Fifth Avenue New York, New York	Zegna	February 2016 / 15.0 Yrs	11,580	Lower, Ground, Mezz, Second	(6)	Gross
650 Madison Avenue New York, New York	Moncler	September 2015 / 10.0 Yrs	3,000	Ground	$1,500.00	Gross

(1) Information obtained from the appraisal and a third party market report.

(2) Paule Ka has a blended Annual Base Rent PSF of $874.31, which represents $50.00 PSF on its lower level space (415 square feet), $1,600.00 PSF on its ground floor space (867 square feet) and $125.00 PSF on its second floor space (379 square feet).

(3) Nike has a blended Annual Base Rent PSF of $479.53, which represents $50.00 PSF on its lower level space (4,706 square feet), $3,500.00 PSF on its ground floor space (7,008 square feet), $350.00 PSF on its second floor space (9,500 square feet), $200.00 PSF on its third floor space (12,000 square feet), $75.00 PSF on its fourth floor space (12,000 square feet), $75.00 PSF on its fifth floor space (12,000 square feet), and $75.00 PSF on its sixth floor space (12,000 square feet).

(4) Tom Ford has a blended Annual Base Rent PSF of $743.80, which represents $1,650.00 PSF on its ground floor space (3,470 square feet), $115.00 PSF on its second floor space (5,000 square feet).

(5) Coach has a blended Annual Base Rent PSF of $869.60, which represents $150.00 PSF on its lower level space (5,247 square feet), $3,550.00 PSF on its ground floor space (4,627 square feet), $200.00 PSF on its mezzanine level space (1,601 square feet), $400.00 PSF on its second floor space (6,337 square feet) and $150.00 PSF on its third floor space (6,337 square feet).

(6) Zegna has a blended Annual Base Rent PSF of $621.76, which represents $150.00 PSF on its lower level space (850 square feet), $3,515.00 PSF on its ground floor space (1,600 square feet), $200.00 PSF on its mezzanine level space (1,600 square feet) and $150.00 PSF on its second floor space (7,530 square feet).

The Borrower. The borrower is 767 Fifth Partners LLC, a Delaware limited liability company and single purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the General Motors Building Whole Loan. Other than the borrower, no person or entity guarantees the nonrecourse carveouts or provides environmental indemnities with respect to the General Motors Building Whole Loan.

The Borrower Sponsor. The borrower sponsors are Boston Properties Limited Partnership, 767 LLC and Sungate Fifth Avenue LLC. BPLP is one of the largest owners, managers and developers of Class A office properties in the United States, with significant presence in five markets: Boston, Los Angeles, New York, San Francisco and Washington, D.C. As of May 31, 2017, BPLP owned or had interests in 175 commercial real estate properties, aggregating approximately 48.2 million net rentable square feet. New York is BPLP’s largest market by net operating income, generating annualized net operating income of approximately $452 million as of the first quarter 2017. For the same time period, its New York CBD portfolio was 94.3% leased at an average rental rate of $102.50 PSF.

Escrows. The General Motors Building Whole Loan documents provide for upfront escrows at origination in the amount of $107,946,183 for existing tenant improvement and leasing commissions costs (TI/LCs) and $161,161,013 for in existing gap rent and free rent obligations. At origination, BPLP provided a BPLP Guaranty (as defined below) in lieu of depositing $107,946,183 for existing TI/LCs and $161,161,013 in existing gap rent and free rent obligations. The loan documents do not require ongoing monthly reserve deposits for TI/LCs and replacement reserves. The General Motors Building Whole Loan documents do not require ongoing monthly deposits for real estate taxes and insurance premiums so long as there is no Cash Management Sweep Period (as defined below). During a Cash Management Sweep Period, monthly reserves are required to be collected in an amount equal to 1/12 of the real estate taxes that the lender reasonably estimates will be payable during the ensuing 12 months and 1/12 of the insurance premiums that the lender reasonably estimates will be payable for renewal of the coverage afforded by the insurance policies upon their expiration (unless the General Motors Building Property is insured as part of a “blanket” policy reasonably acceptable to the lenders) equal to one-twelfth of the amount.

The borrower has the right to deliver to the lender a guaranty (a “BPLP Guaranty”) from BPLP (in the context of the BPLP Guaranty, the “BPLP Guarantor”), in lieu of making the payments to any of the reserve accounts, so long as BPLP’s senior unsecured credit rating is BBB or higher by S&P and Baa3 or higher by Moody’s. The aggregate amount guaranteed under any such BPLP Guaranty (together with any cash delivered by the borrower to the lender in lieu of making the deposits to any reserve accounts and/or any letter of credit delivered by the borrower to the lender) related to any such purpose, must at all times be at least equal to the aggregate amount which the borrower is required to have on deposit for such purpose. The aggregate amount guaranteed under any such BPLP Guaranty will be reduced as the borrower expends funds for the purposes which such funds would have otherwise been deposited in the reserve account. The aggregate amount of any BPLP Guaranty may not at any time exceed 11.8% of the outstanding principal balance of the General Motors Building Whole Loan.

Lockbox and Cash Management. The General Motors Building Whole Loan requires a lender-controlled lockbox account, which is already in place, and that the borrower direct all tenants to pay their rents directly into such lockbox account. The loan documents

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GENERAL MOTORS BUILDING

also require that all rents received by the borrower or the property manager be deposited into the lockbox account within five business days after receipt thereof. Prior to the occurrence of Cash Management Sweep Period, all funds in the lockbox account are required to be distributed to the borrower. During a Cash Management Sweep Period, all rents are required to be swept to a lender-controlled cash management account and applied to payment of debt service and funding of required reserves, with the remainder (i) to the extent a Cash Management Sweep Period is continuing, first applied to pay monthly operating expenses and then deposited into an excess cash flow reserve and held by the lender as additional collateral for the General Motors Building Whole Loan; provided, however, if no event of default is continuing, such funds are required to be disbursed to the borrower within ten days after the lender’s receipt of a written request from the borrower (at its election) (a) to pay shortfalls on debt service on the General Motors Building Whole Loan, (b) to disburse monthly operating expenses (including payments to any affiliate of the borrower if set forth in the approved annual budget or otherwise approved by the lender) as set forth in the approved annual budget and extraordinary expenses reasonably approved by the lender, (c) to pay capital expenditures (other than payments to any affiliate of the borrower unless set forth in the approved annual budget or otherwise approved by the lender) subject to the satisfaction of certain capital expenditure release conditions and (d) to pay tenant improvement costs, tenant improvement allowances or leasing expenses as set forth in the approved annual budget or incurred on commercially reasonable terms in connection with leases which do not require the lender’s approval, subject to satisfaction of certain tenant improvement release conditions or leasing commission/allowance release conditions, and (ii) to the extent no Cash Management Sweep Period is continuing, to be distributed to the borrower.

A “Cash Management Sweep Period” will commence upon the occurrence of (i) an event of default under the General Motors Building Whole Loan documents or (ii) debt service coverage ratio (“DSCR”) being less than 1.20x at the end of any calendar quarter. A Cash Management Sweep Period will end, with respect to clause (i) upon the cure of such event of default; or, with respect to clause (ii), upon (a) the DSCR being 1.20x or greater for one calendar quarter or (b) the borrower’s delivery of (x) cash to be held as an additional reserve fund, (y) a letter of credit satisfying the requirements of the General Motors Building Whole Loan documents or (z) so long as BPLP’s senior unsecured credit rating is “BBB” or higher by S&P and “Baa3” or higher by Moody’s, a guaranty by BPLP, in each case in an amount that would be required to be prepaid in order for the DSCR to equal at least 1.20x for one calendar quarter.

Property Management. The General Motors Building Property is managed by BPLP, an affiliate of the borrower.

Assumption. The borrower has the right to transfer the General Motors Building Property, provided that certain other conditions are satisfied, including, but not limited to: (i) no event of default has occurred and is continuing; (ii) the transferee is a “permitted transferee” as defined in the General Motors Building Whole Loan documents; and (iii) if requested by the lender, rating agency confirmation from each rating agency rating the Series 2017-BNK7 Certificates that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2017-BNK7 Certificates and similar confirmations from each rating agency rating any securities backed by any portion of the General Motors Building Whole Loan with respect to the ratings of such securities. A “permitted transferee” includes (a) various types of institutional investors that own or control a specified dollar amount of real estate assets, (b) entities at least 20% owned by one or more of the types of entities in clause (a) and controlled by such entities or by a nationally recognized manager of investment funds investing in debt or equity relating to commercial real estate, and (c) entities at least 20% directly or indirectly owned by BPLP or Boston Properties, Inc.

Partial Release. Not permitted.

Real Estate Substitution. Not permitted.

Subordinate and Mezzanine Indebtedness. The General Motors Building Whole Loan includes the General Motors Building Junior Notes with an aggregate original principal balance of $830,000,000 that have been contributed to the BXP Trust 2017-GM transaction. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loan—General Motors Building Whole Loan” in the Prospectus.

Ground Lease. None.

Terrorism Insurance. The General Motors Building Whole 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 General Motors Building Property, as well as 18 months of business interruption insurance and subject to a cap equal to two times the premium for the casualty (excluding any terrorism, earthquake or flood component thereof) and business interruption coverage on a stand-alone basis.

Windstorm Insurance. The General Motors Building Whole Loan documents require windstorm insurance covering the full replacement cost of the General Motors Building Property (subject to a deductible per loss that may not exceed 5% of the total insurable value of the General Motors Building Property) during the General Motors Building Whole Loan term.

A-3-11 

222 SECOND STREET

A-3-12 

222 SECOND STREET

A-3-13 

No.  2 – 222 Second Street
Loan Information					Property Information
Mortgage Loan Seller:		Bank of America, N.A.			Single Asset/Portfolio:	Single Asset
					Property Type:	Office
Original Principal Balance(1):		$110,000,000			Specific Property Type:	CBD
Cut-off Date Balance(1):		$110,000,000			Location:	San Francisco, CA
% of Initial Pool Balance:		9.1%			Size:	452,418 SF
Loan Purpose:		Refinance			Cut-off Date Balance Per SF(1):	$644.32
Borrower Name:		222 Second Street Owner, L.P.			Year Built/Renovated:	2015/NAP
Sponsor:		TSCE Real Estate, L.P.			Title Vesting:	Fee
Mortgage Rate:		3.926%			Property Manager:	Tishman Speyer Properties, L.P.
Note Date:		August 30, 2017			4th Most Recent Occupancy (As of)(4):	NAV
Anticipated Repayment Date:		September 10, 2027			3rd Most Recent Occupancy (As of)(4):	NAV
Maturity Date:		September 10, 2029			2nd Most Recent Occupancy (As of)(4):	NAV
IO Period:		120 months			Most Recent Occupancy (As of)(4):	100.0% (12/31/2016)
Loan Term (Original):		120 months			Current Occupancy (As of)(4):	100.0% (9/1/2017)
Seasoning:		0 months
Amortization Term (Original):		NAP			Underwriting and Financial Information:
Loan Amortization Type:		Interest-only, ARD
Interest Accrual Method:		Actual/360			4th Most Recent NOI (As of)(4):	NAV
Call Protection(2):		L(24),D(89),O(7)			3rd Most Recent NOI (As of)(4):	NAV
Lockbox Type:		Hard/Springing Cash Management			2nd Most Recent NOI (As of)(4):	NAV
Additional Debt(1):		Yes			Most Recent NOI (As of)(4):	NAV
Additional Debt Type(1):		Pari Passu
					U/W Revenues:	$35,316,832
					U/W Expenses:	$12,580,939
					U/W NOI:	$22,735,893
					U/W NCF:	$21,310,776
					U/W NOI DSCR(1):	1.96x
Escrows and Reserves(3):					U/W NCF DSCR(1):	1.84x
Type:	Initial		Monthly	Cap (If Any)	U/W NOI Debt Yield(1):	7.8%
Taxes	$0		Springing	NAP	U/W NCF Debt Yield(1):	7.3%
Insurance	$0		Springing	NAP	As-Is Appraised Value(5):	$516,000,000
Replacement Reserves	$0		Springing	$180,967	As-Is Appraisal Valuation Date:	July 26, 2017
TI/LC Reserve	$0		Springing	$22,620,900	Cut-off Date LTV Ratio(1)(5):	56.5%
Other Reserve	$11,158,354		$0	NAP	LTV Ratio at Maturity or ARD(1)(5):	56.5%

(1) The 222 Second Street Whole Loan (as defined below) is comprised of three pari passu promissory notes with an aggregate original principal balance of $291,500,000. The controlling 222 Second Street Mortgage Loan (as defined below) had an original principal balance of $110,000,000, has an outstanding principal balance of $110,000,000 as of the Cut-off Date and will be contributed to the BANK 2017-BNK7 securitization trust. All statistical financial information related to balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the 222 Second Street Whole Loan balance of $291,500,000.

(2) The defeasance lockout period will be at least 24 payment dates beginning with and including the first payment date of October 10, 2017. Defeasance of the 222 Second Street Whole Loan is permitted after the date that is the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized, and (ii) October 10, 2020. The assumed lockout period of 24 payments is based on the expected BANK 2017-BNK7 securitization trust closing date in September 2017.

(3) See “Escrows” section.

(4) The 222 Second Street Property is entirely leased to LinkedIn. The lease provides for four phases of occupancy: Phase I (34.6% of NRA) began on January 1, 2016, Phase II (32.9% of NRA) began on January 1, 2017, Phase III (15.7% of NRA) began on July 1, 2017 and Phase IV (16.8% of NRA) is expected to begin on January 1, 2018. Historical occupancy and NOI information is not available.

(5) The appraiser provided a hypothetical dark value for the 222 Second Street Property of $445.0 million, which would result in a Cut-off Date LTV Ratio and a LTV Ratio at Maturity of 65.5% and 65.5%, respectively.

The Mortgage Loan. The mortgage loan (“222 Second Street Mortgage Loan”) is part of a whole loan (“222 Second Street Whole Loan”) evidenced by three pari passu promissory notes, secured by the fee interest in a 452,418 square foot Class A office tower in San Francisco, California (the “222 Second Street Property”). The 222 Second Street Whole Loan was originated on August 30, 2017 by Bank of America, N.A. The 222 Second Street Whole Loan had an original principal balance of $291,500,000, has an outstanding principal balance as of the Cut-off Date of $291,500,000 and accrues interest at an interest rate of 3.926% per annum (the “Initial Interest Rate”) through the anticipated repayment date of September 10, 2027. The 222 Second Street Whole Loan had an initial term to the anticipated repayment date of 120 months, has a remaining term to the anticipated repayment date of 120 months as of the Cut-off Date and requires payments of interest-only through the anticipated repayment date. After the anticipated repayment date, if the 222 Second Street Whole Loan remains outstanding, (a) all excess cash flow with respect to the 222 Second Street Property is required to be applied to prepay the 222 Second Street Whole Loan and (b) the 222 Second Street Whole loan will accrue interest at an interest rate equal to the sum of (x) the Initial Interest Rate plus (y) 3.000% through the final maturity date of September 10, 2029, with all interest accrued over the Initial Interest Rate deferred and due and payable with the repayment of the 222 Second Street Whole Loan in full at the maturity date.

A-3-14 

222 SECOND STREET

The 222 Second Street Mortgage Loan, evidenced by Note A-1 will be contributed to the BANK 2017-BNK7 securitization trust, had an original principal balance of $110,000,000, has an outstanding principal balance as of the Cut-off Date of $110,000,000 and represents a pari passu controlling interest in the 222 Second Street Whole Loan. The non-controlling notes and noteholders are shown in the note summary table below. The lender provides no assurances that any non-securitized notes will not be split further. See “Description of the Mortgage Pool—The Whole Loans – The Serviced Whole Loans” in the Prospectus. 

Note Summary

Notes	Original Balance	Note Holder	Controlling Interest
A-1	$110,000,000	BANK 2017-BNK7	Yes
A-2	$100,000,000	Bank of America, N.A.	No
A-3	$81,500,000	Bank of America, N.A.	No
Total	$291,500,000

Following the lockout period, the borrower has the right to defease the 222 Second Street Whole Loan in whole, but not in part. In addition, the 222 Second Street Whole Loan is prepayable without penalty on or after March 10, 2027. The lockout period will expire on the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized and (ii) October 10, 2020.

Sources and Uses

Sources			Uses(1)
Original whole loan amount	$291,500,000	100.0%	Loan Payoff	$213,720,346	73.3%
			Closing costs	2,080,863	0.7
			Reserves(2)	11,158,354	3.8
			Return of equity(3)	64,540,437	22.1
Total Sources	$291,500,000	100.0%	Total Uses	$291,500,000	100.0%

(1) The 222 Second Street Property was developed by the 222 Second Street Whole Loan sponsor in a joint venture partnership for a construction cost of approximately $304.5 million.

(2) See “The Mortgage Loan” and “Escrows”.

(3) Return of equity was used to pay off the previous joint venture partner.

The Property. The 222 Second Street Property is a 452,418 square foot, 26-story high-rise, LEED-Gold certified, Class A office building that was constructed in 2015 and is entirely leased to LinkedIn. Approximately $103 million ($228 per square foot) in tenant improvements was invested to build out LinkedIn’s space, inclusive of approximately $60 million reportedly invested by LinkedIn directly, as it consolidated its San Francisco workforce previously housed in various buildings in San Francisco’s Financial District and SOMA district to the 222 Second Street Property. On the ground floor of the building there is the LinkedIn lobby with a coffee kiosk, 2,209 square feet of retail space and a landscaped public open space. The 222 Second Street Property also features a fitness center offering fitness classes and a massage room, a café with a full-service kitchen, outdoor terraces on floors 5 and 17 and a two level sub-grade parking garage with 90 valet spots. The column-free floorplans provide for flexible layouts with floor-to-ceiling windows that allow for 360-degree bay and city views. LinkedIn has customized its space with art installations, creative interactive wall spaces, conference rooms, quiet areas, business centers and kitchenettes on every floor, a band room, pool hall, lending library, music library, and secure bicycle parking.

The Tenant. The 222 Second Street Property is entirely leased to LinkedIn Corporation (“LinkedIn”) under a lease dated April 21, 2014 with four phases of occupancy (Phase I (34.6% of NRA) began on January 1, 2016, Phase II (32.9% of NRA) began on January 1, 2017, Phase III (15.7% of NRA) began on July 1, 2017 and Phase IV (16.8% of NRA) is expected to begin on January 2018) and with staggered expirations in 2025, 2026 and 2027. The LinkedIn lease provides for an initial average rent per square foot of $69.70 with annual rent increases of $1.50 per square foot on the office space and 3.0% on the retail space. The LinkedIn lease does not have any contraction or termination options. The LinkedIn lease contains two five-year renewal options for all or a portion of its space at 95% of fair market rent with 15 months’ notice, which if exercised consecutively and on the entire space, allows for a third five-year renewal option at 95% of fair market rent with 15 months’ notice. If the 222 Second Street Property is ever marketed for sale, LinkedIn has a one-time right of first offer to purchase the 222 Second Street Property provided that it continues to directly lease more than 400,000 square feet and there is no default under the lease.

LinkedIn is the world’s largest professional social network company with over 400 million members globally and more than 10,000 full time employees. LinkedIn has users in over 200 countries and provides services in 23 languages and earns revenue through three main sources: talent solutions, marketing solutions and premium subscriptions. LinkedIn launched in 2003, went public in 2011 and was acquired by Microsoft Corporation (NasdaqGS: MSFT) in December 2016 for $26.2 billion, the largest acquisition in Microsoft history. Microsoft Corporation fully guarantees the lease. 

A-3-15 

222 SECOND STREET

The following table presents certain information relating to the lease phases at the 222 Second Street Property:

Lease Phase Summary

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
LinkedIn Phase I	Floors 2-8	AA+/Aaa/AAA	154,450	34.1%	$70.98	$10,962,862	32.2%	12/31/2025
LinkedIn Phase II	Floors 9-15	AA+/Aaa/AAA	148,664	32.9%	$74.23	$11,035,648	32.4%	12/31/2026
LinkedIn Phase III	Floors 16-20	AA+/Aaa/AAA	70,883	15.7%	$78.86	$5,590,148	16.4%	6/30/2027
LinkedIn Phase IV	Floors 21-26	AA+/Aaa/AAA	76,212	16.8%	$82.52	$6,288,804	18.5%	12/31/2027
LinkedIn Retail Space	Lobby	AA+/Aaa/AAA	2,209	0.5%	$76.26	$168,463	0.5%	12/31/2025
Total			452,418	100.0%	$75.25	$34,045,925	100.0%
Vacant Space			0	0.0%
Collateral Total			452,418	100.0%

(1) The LinkedIn lease is guaranteed by Microsoft Corporation, whose ratings are shown.

(2) Annual U/W Base Rent includes contractual rent increases through August 2018 and straightlined rent through the lease term.

The following table presents certain information relating to the lease rollover schedule at the 222 Second Street Property:

Lease Phase Expiration Schedule⁽¹⁾

Year Ending  December 31,	Expiring NRSF	% of Total NRSF	Cumulative Expiring NRSF	Cumulative % of Total NRSF	Annual  U/W Base Rent(2)	% of Total Annual U/W Base Rent(2)	Annual  U/W Base Rent  PSF(2)
2017	0	0.0%	0	0.0%	$0	0.0%	$0.00
2018	0	0.0%	0	0.0%	0	0.0%	$0.00
2019	0	0.0%	0	0.0%	0	0.0%	$0.00
2020	0	0.0%	0	0.0%	0	0.0%	$0.00
2021	0	0.0%	0	0.0%	0	0.0%	$0.00
2022	0	0.0%	0	0.0%	0	0.0%	$0.00
2023	0	0.0%	0	0.0%	0	0.0%	$0.00
2024	0	0.0%	0	0.0%	0	0.0%	$0.00
2025	156,659	34.6%	156,659	34.6%	11,131,325	32.7%	$71.05
2026	148,664	32.9%	305,323	67.5%	11,035,648	32.4%	$74.23
2027	147,095	32.5%	452,418	100.0%	11,878,952	34.9%	$80.76
Thereafter	0	0.0%	452,418	100.0%	0	0.0%	$0.00
Vacant	0	0.0%	452,418	100.0%	0	0.0%	$0.00
Total/Wtd. Avg.	452,418	100.0%			$34,045,925	100.0%	$75.25

(1) Information obtained from the underwritten rent roll.

(2) Annual U/W Base Rent includes contractual rent increases through August 2018 and straightlined rent through the lease term.

A-3-16 

222 SECOND STREET

Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the 222 Second Street Property:

Cash Flow Analysis⁽¹⁾

	U/W	% of U/W Effective Gross Income	U/W $ per SF
Base Rent(2)	$ 34,045,925	96.4%	$75.25
Expense Reimbursements	2,035,199	5.8	4.50
Other Income & Parking Income(3)	1,039,764	2.9	2.30
Less Vacancy & Credit Loss	(1,804,056)	(5.1)	(3.99)
Effective Gross Income	$ 35,316,832	100.0%	$78.06
Total Operating Expenses	12,580,939	35.6	27.81
Net Operating Income	$22,735,893	64.4%	$50.25
TI/LC	1,357,254	3.8	3.00
Capital Expenditures	67,863	0.2	0.15
Net Cash Flow	$21,310,776	60.3%	$47.10
NOI DSCR(4)	1.96x
NCF DSCR(4)	1.84x
NOI DY(4)	7.8%
NCF DY(4)	7.3%

(1) The 222 Second Street Property is entirely leased to LinkedIn. The lease provides for four phases of occupancy: Phase I (34.6% of NRA) began on January 1, 2016, Phase II (32.9% of NRA) began on January 1, 2017, Phase III (15.7% of NRA) began on July 1, 2017 and Phase IV (16.8% of NRA) is expected to begin on January 1, 2018. Historical information is not available.

(2) U/W Base Rent includes contractual rent increases through August 2018 and straightlined rent through the lease term.

(3) Other Income includes work order income, overtime HVAC, sub-metered electric and cleaning income. Parking Income includes the contractual rent step effective April 16, 2018.

(4) Based on the 222 Second Street Whole Loan balance of $291,500,000.

Appraisal. As of the appraisal valuation date of July 26, 2017, the 222 Second Street Property had an “as-is” appraised value of $516,000,000.

Environmental Matters. According to the Phase I environmental report dated July 31, 2017, there was no evidence of any recognized environmental conditions at the 222 Second Street Property. Although there are no recognized environmental conditions at the 222 Second Street Property, the 222 Second Street Borrower has secured a pollution liability policy issued by Illinois Union Insurance Company with limits of $25 million per incident and $25 million in the aggregate, which policy extends through May 31, 2019.

Market Overview and Competition. The 222 Second Street Property is located in the South Financial District of downtown San Francisco, California, on the southwest corner of Howard and Second Streets with additional frontage on Tehama Street. To the north, the North Financial District contains most of the older development and prestigious buildings of San Francisco. To the south is the Rincon Hill/South Beach/SOMA District, which has seen a resurgence in leasing activity particularly with respect to the technology sector. To the west is the Yerba Buena District, which is home to several major redevelopment projects that have enhanced the economic utility of the area, including the Yerba Buena complex, the Moscone convention center, and Westfield Shopping Center.

Land area surrounding the 222 Second Street Property is approximately 95% developed, predominantly with commercial uses. Each October, the City of San Francisco releases office development allowances of 950,000 square feet (875,000 square feet available for office buildings of 50,000 square feet or more). Notable recent developments in the South Financial District and SOMA, in addition to the 222 Second Street Property, include 350 Mission Street, a 30-story Class A office tower fully leased to Salesforce, 333 & 345 Brannan, a 6-story creative office building fully leased to Dropbox, 270 Brannan, a 5-story office building occupied by Splunk, and 85 Bluxome a 5-story creative office building fully leased to Collective Health. Large buildings under construction in the (North and South) Financial District include 101 1^st Street (1,370,577 square feet, 52% leased to Salesforce, expected to deliver in December 2017), 50 First Street (1,057,549 square feet, mixed use development expected to deliver in late 2021), 181 Fremont Street (361,038 square feet, mixed use tower expected to deliver in December 2017), and 250 Howard (766,745 square feet expected to deliver in October 2018), with no other large buildings currently entitled.

The 222 Second Street Property is located two blocks from Interstate 80 leading across the Bay Bridge to the east and south to Highway 101, and within two blocks from the major mass transit arteries of Mission Street and Market Street. Public transportation access to the 222 Second Street Property is provided via a CalTrain station seven blocks south, a MUNI/BART station two blocks north, and a temporary Transbay Terminal (serving all bus routes in and out of San Francisco) located roughly three blocks northeast while the existing terminal just north of the 222 Second Street Property is undergoing an estimated $6 billion transformation into a modern transit hub connecting eight Bay Area counties through eleven transit systems and creating a new neighborhood of homes, offices, parks and shops.

According to the appraisal, the 222 Second Street Property is located within the South Financial District office market. The South Financial District office market had second quarter 2017 inventory of approximately 25,627,040 square feet with a 7.7% vacancy rate and average asking rents of $73.56 per square foot, as compared to the broader San Francisco office market which had an 8.4% vacancy rate and average asking rents of $70.16 per square foot for the same period.

A-3-17 

222 SECOND STREET

The estimated 2017 population within a 0.5-, 1.0- and 3.0-mile radius around the 222 Second Street Property was 19,599, 99,419, and 400,571, respectively, reflective of a population compound growth rate from 2010-2017 of 4.2%, 2.3% and 1.6%, respectively. The estimated 2017 median household income within the same radii was $129,833, $51,078 and $86,193, respectively.

The following table presents certain information relating to competitive leases for the 222 Second Street Property:

Competitive Leases⁽¹⁾

Property	Year Built	Size (SF / Stories)	Tenant	SF	Lease Start	Term (mos)	Rent PSF	Free Rent/TI
222 Second Street	2015	452,418 / 26	LinkedIn	452,418	Jan-16	120 NNN	$69.70	4 mos/$75
350 Bush St.	2017	447,000 / 21	Twitch	236,942	Apr-17	120 NNN	$62	4 mos/$65
China Basin Landing	1920	918,179 / 6	Lyft	97,274	Aug-16	108 MG	$80	4-5mos/$41
101 California St.	1982	1,262,538 / 48	Paul Hastings	40,422	Jan-17	127 NNN	$71	5 mos/$75
211 Main	1973	373,657 / 17	Charles Schwab	360,000	May-18	120 NNN	$40	0 mos/$34

(1) Information obtained from the appraisal and tenant lease.

The Borrower. The borrower is 222 Second Street Owner, L.P. (the “222 Second Street Borrower”), a single-purpose Delaware limited partnership, with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 222 Second Street Whole Loan. Other than the 222 Second Street Borrower, no person or entity guarantees the nonrecourse carveouts or provides environmental indemnities with respect to the 222 Second Street Whole Loan.

The Sponsor. The loan sponsor is TSCE Real Estate, L.P. which is 93.8% owned by Tishman Speyer Crown Equities LLC, an affiliate of Tishman Speyer. Tishman Speyer is one of the leading owners, developers, operators and fund managers of real estate worldwide. Tishman Speyer operates in 30 markets in 7 countries and since inception in 1978 has acquired, developed and operated 402 assets totaling over 165 million square feet, with a current portfolio value in excess of $82.6 billion.

Escrows. During a Cash Trap Event Period (as defined below), the 222 Second Street Borrower is required to deposit monthly or provide a letter of credit for (i) 1/12^th of the estimated annual real estate taxes and 1/12^th of the estimated annual insurance premiums (unless the 222 Second Street Property is covered by a blanket insurance policy), (ii) $7,540 to a replacement reserve subject to a cap of $180,967, and (iii) $113,105 to leasing reserve subject to a cap of $22,620,900.

The 222 Second Street Borrower deposited (i) to the LinkedIn Reserve the amount of $7,709,282 for leasing expenses payable pursuant to the LinkedIn lease, (ii) to the Downtime Rent Reserve the amount of $1,930,704 for September through December 2017 rents for LinkedIn, and (iii) to the Proposition 13 Reserve the amount of $1,518,368 for difference in tax reimbursements between the stated reimbursements in LinkedIn’s lease and actual taxes due to Proposition 13 reassessment.

A “Cash Trap Event Period” will commence upon the first to occur of (i) an event of default, (ii) the debt service coverage ratio being less than 1.30x for two consecutive quarters, (iii) the occurrence of a LinkedIn Non-Renewal Trigger (as defined below), (iv) the occurrence of a LinkedIn Dark Trigger (as defined below), or (v) borrower’s failure to repay or defease the 222 Second Street Whole Loan in full by September 10, 2027 (the anticipated repayment date).

A Cash Trap Event Period will end upon (i) if triggered by clause (i) above, a cure of such event of default, (ii) if triggered by clause (ii) above, either (x) the debt service coverage ratio being equal to or greater than 1.30x for two consecutive quarters or (y) borrower’s deposit of Cash Trap Event Cure Collateral (as defined below), (iii) if triggered by clause (iii) above, the date either (1) LinkedIn renews its lease, or (2) (x) a replacement lease is entered into for the LinkedIn leased space and (y) the debt service coverage ratio for two consecutive calendar quarters is equal to or greater than 1.30x, or (iv) if triggered by clause (iv) above, a LinkedIn Dark Trigger Cure (as defined below). If triggered by clause (v) above, a Cash Trap Event Period will not end and will continue until the 222 Second Street Whole Loan is paid in full. Additionally, a Cash Trap Event Period will not end if a separate trigger remains uncured.

A “LinkedIn Non-Renewal Trigger” means the date which is seventeen months prior to the expiration of a phase of the LinkedIn lease if LinkedIn has not renewed its lease for that leased space.

A “LinkedIn Dark Trigger” means after September 10, 2021, if and for so long as none of LinkedIn (or the current tenant under the LinkedIn lease if the lease has been assigned), the parent company of LinkedIn (or the current tenant under the LinkedIn Lease if the lease has been assigned) or the guarantor under the LinkedIn lease is rated at least “BBB-” (or the equivalent) by each of S&P and Moody’s, LinkedIn fails to occupy at least 50% of its space for a period of more than six months.

A “LinkedIn Dark Trigger Cure” means (1) (x) a replacement lease is entered into for at least 50% of the LinkedIn leased space, (y) 50% of the LinkedIn leased space which is not occupied by LinkedIn is subleased to one or more subtenants, or (z) LinkedIn reoccupies at least 50% of its leased space for a period of at least six months, and (2) the debt service coverage ratio is equal to or greater than 1.30x for two consecutive quarters.

A-3-18 

222 SECOND STREET

“Cash Trap Event Cure Collateral” means cash or a letter of credit in an amount that if applied to the reduction of the outstanding principal of the 222 Second Street Whole loan would result in a debt service coverage ratio of not less than 1.30x for the previous two quarters.

Lockbox and Cash Management. A hard lockbox is in place with respect to the 222 Second Street Whole Loan. Funds deposited to the lockbox will be swept daily to the borrower’s operating account unless a Cash Trap Event Period exists. During a Cash Trap Event Period, funds in the lockbox are required to be automatically transferred to a cash management account under the sole control of the lender for the payment of, among other things, operating expenses, debt service and monthly escrows, with all excess cash being deposited to an excess cash reserve to be held as additional collateral for the 222 Second Street Whole Loan (or if the Cash Trap Event Period is triggered by a LinkedIn Dark Trigger solely, then 50% of the excess cash with respect to the 222 Second Street Property will be held as additional collateral for the 222 Second Street Whole Loan and 50% will be swept to the 222 Second Street Borrower’s operating account).

Property Management. The 222 Second Street Property is managed by Tishman Speyer Properties, L.P., an affiliate of the borrower.

Assumption. The borrower has the right to transfer the 222 Second Street Property provided that certain conditions are satisfied, including (i) no event of default exists; (ii) the transferee is either (a) a TS Control Party, (b) a qualified equity holder or controlled by a qualified equity holder, or (c) approved by lender based on underwriting and credit requirements and consideration of the track record, financial strength and good standing of the transferee, with rating agency confirmation if required; (iii) the 222 Second Street Property will be managed by a qualifying manager; (iv) a replacement guarantor has assumed the obligations of the 222 Second Street Whole Loan guarantor; and (v) lender has received a non-consolidation opinion.

A “TS Control Party” means any of (a) Jerry I. Speyer and/or Robert J. Speyer, their spouses, descendants, heirs, legatees, devisees or trusts or family limited partnerships created for the benefit of any of the foregoing and any descendants, heirs, legatees, devisees of Robert V. Tishman and trusts or family limited partnerships created for the benefit of any descendants, heirs, legatees, devisees of Robert V. Tishman, (b) the managing directors of Tishman Speyer Properties, L.P. or any of its affiliates currently serving or who have served as full time employees for at least five years, and/or (c) an entity controlled by any of the foregoing.

Partial Release. Not permitted.

Real Estate Substitution. Not permitted.

Subordinate and Mezzanine Indebtedness. Not permitted.

Ground Lease. None.

Terrorism Insurance. The 222 Second Street Borrower is required to obtain and maintain property insurance, public liability insurance and rental loss and/or business interruption insurance that covers perils of terrorism and acts of terrorism, provided that if the Terrorism Risk Insurance Program Reauthorization Act of 2015 or any extension thereof or substantially similar program is in effect, the 222 Second Street Whole Loan documents provide for an annual terrorism premium cap of two times the cost of the annual premiums for property and business interruption insurance required under the related 222 Second Street Whole Loan documents (excluding the cost of the terrorism and earthquake components of such property insurance).

Earthquake Insurance.  The 222 Second Street Whole Loan documents do not require earthquake insurance. The seismic report indicated a probable maximum loss of 13.0% for the 222 Second Street Property.

A-3-19 

UNIVERSITY CENTER CHICAGO

 

A-3-20 

UNIVERSITY CENTER CHICAGO

A-3-21 

No. 3 – University Center Chicago
Loan Information				Property Information
Mortgage Loan Seller:	Wells Fargo Bank, National Association			Single Asset/Portfolio:	Single Asset
				Property Type:	Multifamily
Original Principal Balance(1):	$85,600,000			Specific Property Type:	Student Housing
Cut-off Date Balance(1):	$85,600,000			Location:	Chicago, IL
% of Initial Pool Balance:	7.1%			Size:	1,732 Beds
Loan Purpose:	Acquisition			Cut-off Date Balance Per Bed(1):	$69,630
Borrower Name:	University Center Property LLC			Year Built/Renovated:	2004/NAP
Borrower Sponsors:	UCC Chicago Acquisition Partner LLC; Blue Vista Capital Management, LLC			Title Vesting:	Fee
Mortgage Rate:	3.920%			Property Manager:	Self-managed
Note Date:	July 20, 2017			4th Most Recent Occupancy (As of)(3):	94.4% (12/31/2013)
Anticipated Repayment Date:	NAP			3rd Most Recent Occupancy (As of)(3):	92.8% (12/31/2014)
Maturity Date:	August 11, 2027			2nd Most Recent Occupancy (As of) (3):	91.7% (12/31/2015)
IO Period:	120 months			Most Recent Occupancy (As of) (3):	88.7% (12/31/2016)
Loan Term (Original):	120 months			Current Occupancy (As of)(3):	89.8% (7/17/2017)
Seasoning:	1 month
Amortization Term (Original):	NAP			Underwriting and Financial Information:
Loan Amortization Type:	Interest-only, Balloon			4th Most Recent NOI (As of):	$15,800,231 (12/31/2014)
Interest Accrual Method:	Actual/360			3rd Most Recent NOI (As of):	$14,762,415 (12/31/2015)
Call Protection:	L(25),D(88),O(7)			2nd Most Recent NOI (As of):	$14,452,181 (12/31/2016)
Lockbox Type:	Hard/Upfront Cash Management			Most Recent NOI (As of):	$14,263,985 (TTM 3/31/2017)
Additional Debt(1):	Yes
Additional Debt Type(1):	Pari Passu			U/W Revenues:	$23,284,431
				U/W Expenses:	$10,155,231
				U/W NOI:	$13,129,200
				U/W NCF:	$12,890,034
Escrows and Reserves(2):				U/W NOI DSCR(1) :	2.74x
				U/W NCF DSCR(1) :	2.69x
Type:	Initial	Monthly	Cap (If Any)	U/W NOI Debt Yield(1) :	10.9%
Taxes	$0	$118,585	NAP	U/W NCF Debt Yield(1) :	10.7%
Insurance	$96,969	$16,162	NAP	As-Is Appraised Value:	$203,400,000
Replacement Reserves	$1,385,081	$14,700	NAP	As-Is Appraisal Valuation Date:	June 1, 2017
Tenant Specific TI/LC Reserves	$485,951	$0	NAP	Cut-off Date LTV Ratio(1):	59.3%
Seasonality Reserve	$0	$430,018	NAP	LTV Ratio at Maturity or ARD(1):	59.3%

(1) See “The Mortgage Loan” section. All statistical financial information related to balance per bed, loan-to-value ratios, debt service coverage ratios and debt yields are based on the funded outstanding principal balance of University Center Chicago Whole Loan (as defined below).

(2) See “Escrows” section.

(3) Occupancy shown is based on per-bed occupancy for residential units only. The University Center Chicago Property contains 13 retail spaces totaling 28,085 square feet that were 87.6% physically occupied as of July 17, 2017.

The Mortgage Loan. The mortgage loan (the “University Center Chicago Mortgage Loan”) is part of a whole loan (the “University Center Chicago Whole Loan”) that is evidenced by two promissory notes (Notes A-1 and A-2) secured by a first mortgage encumbering the fee interest of a student housing property located in downtown Chicago, Illinois (the “University Center Chicago Property”). The University Center Chicago Whole Loan had an original principal balance of $120,600,000, has an outstanding principal balance as of the Cut-off Date of $120,600,000 and accrues interest at an interest rate of 3.920% per annum. The University Center Chicago Whole Loan had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires payments of interest-only through the term of the University Center Chicago Whole Loan. The University Center Chicago Whole Loan matures on August 11, 2027.

The University Center Chicago Mortgage Loan, evidenced by the controlling Note A-1, which will be contributed to the BANK 2017-BNK7 Trust, had an original aggregate principal balance of $85,600,000 and has an aggregate outstanding principal balance as of the Cut-off Date of $85,600,000. The non-controlling Note A-2, with an original principal balance of $35,000,000, was contributed to the WFCM 2017-C39 Trust. See “Description of the Mortgage Pool—The Whole Loans— The Serviced Whole Loans” and “Pooling and Servicing Agreement” in the Prospectus.

A-3-22 

UNIVERSITY CENTER CHICAGO

Note Summary

Notes	Original Balance	Note Holder	Controlling Interest
A-1	$85,600,000	BANK 2017-BNK7	Yes
A-2	$35,000,000	WFCM 2017-C39	No
Total	$120,600,000

Sources and Uses

Sources			Uses
Original loan amount	$120,600,000	59.6%	Purchase price	$201,000,000	99.3%
Sponsor’s new cash contribution	81,851,234	40.4	Seller prorations	(2,391,247)	(1.2)
			Reserves	1,968,001	1.0
			Closing costs	1,874,480	0.9
Total Sources	$202,451,234	100.0%	Total Uses	$202,451,234	100.0%

The Property. The University Center Chicago Property is located in the South Loop neighborhood of Chicago, along South State Street just south of Congress Parkway. The University Center Chicago Property is an 18-story class A student housing complex that contains 504 residential units totaling 1,732 beds (comprising 93.7% of the total net rentable area and 95.3% of the underwritten base rent) and 28,085 square feet of retail space that was 87.6% physically occupied by 12 tenants as of July 17, 2017. Constructed in 2004, the University Center Chicago Property includes amenities such as a 30,000-square-foot dining facility, 15,000 square feet of meeting space, an on-site fitness center, game room, study room on every floor, laundry facilities, 24-hour security with key card access, student lounge with kitchen on every floor, meeting rooms, bicycle storage, computer center (providing access to printing and IT help) and a 20,000-square-foot terrace garden on the third floor. The unit mix at the University Center Chicago Property consists of a mixture of studio, one-, two-, and four-bedroom units. Over the past five years, the seller has invested approximately $4.5 million ($2,598 per bed) into the University Center Chicago Property. The borrower sponsor plans to complete an approximately $6.7 million ($3,868 per bed) capital improvement project including $2.1 million in common area renovations, and $3.9 million in-unit renovations over the next 24 months.

The University Center Chicago Property is subject to five separate master leases (see “Master Lease Summary” below) with different universities, colleges and academies in the immediate area comprising a total of 1,538 beds (88.8% of total beds). The campuses of all five master tenants are located within three blocks of the University Center Chicago Property. Master leases for Columbia College, DePaul University, and Roosevelt University account for approximately 83.2% of the master leased beds (or 73.9% of the total beds at the University Center Chicago Property) and have lease expirations in 2027. As of July 17, 2017, the University Center Chicago Property was 89.8% occupied.

The following table presents certain information relating to the unit mix of the University Center Chicago Property:

Unit Mix Summary⁽¹⁾

Unit Type	No. of Beds	No. of Units	% of Total Beds	Average Unit Size (SF)
Studio / 1 Bathroom	32	32	1.8%	500
1 Bedroom / 1 Bathroom	32	32	1.8%	365
2 Bedroom / 1 Bathroom	92	46	5.3%	365
4 Bedroom / 1 Bathroom	936	234	54.0%	730
2 Bedroom / 2 Bathroom	68	17	3.9%	1100
4 Bedroom / 2 Bathroom	572	143	33.0%	1300
Total/Weighted Average	1,732	504	100.0%	833

(1) Information obtained from the appraisal and underwritten rent roll.

Master Lease Summary

Tenant Name	Contract Rent(1)	No. of Beds	Average Annual Rent per Bed	Average Monthly Rent per Bed	Lease Expiration
Columbia College	$6,695,556	636	$10,528	$877	5/14/2027(2)
DePaul University	$4,872,792	427	$11,412	$951	6/11/2027(2)
Roosevelt University	$2,531,016	217	$11,664	$972	5/12/2027(2)
American Academy of Arts	$64,152	8	$8,019	$668	4/22/2018
Robert Morris University	$2,302,120	250	$9,208	$767	7/13/2019
Total	$16,465,636	1,538	$10,706	$892

(1) Contract Rents for master leases are for Academic Year 2017/2018.

(2) Tenant has one, 10-year renewal option.

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UNIVERSITY CENTER CHICAGO

The following table presents historical occupancy percentages at the University Center Chicago Property:

Historical Occupancy

12/31/2014(1)(2)	12/31/2015(1)(2)	12/31/2016(1)(2)	7/17/2017(2)(3)
92.8%	91.7%	88.7%	89.8%

(1) Information obtained from the borrower.

(2) Occupancy shown is based on per-bed occupancy for residential units only. The University Center Chicago Property contains 13 retail spaces totaling 28,085 square feet that were 87.6% physically occupied as of July 17, 2017.

(3) Information obtained from the underwritten rent roll.

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 University Center Chicago Property:

Cash Flow Analysis

	2014	2015	2016	TTM 3/31/2017	U/W	% of U/W Effective Gross Income	U/W $ per Bed
Base Rent	$19,378,465	$18,416,594	$18,253,530	$18,140,770	$18,841,061(1)	80.9%	$10,878
Grossed Up Vacant Space	0	0	0	0	2,242,666	9.6	1,295
Total Reimbursement	294,736	287,601	277,796	237,426	292,698	1.3	169
Other Income(2)	4,245,340	4,492,586	4,398,444	4,439,554	4,150,671	17.8	2,396
Less Vacancy & Credit Loss	0	0	0	0	(2,242,666)(3)	(9.6)	(1,295)
Effective Gross Income	$23,918,541	$23,196,781	$22,929,770	$22,817,750	$23,284,431	100.0%	$13,444
Total Operating Expenses	$8,118,310	$8,434,366	$8,477,589	$8,553,765	$10,155,231(4)	43.6%	$5,863
Net Operating Income	$15,800,231	$14,762,415	$14,452,181	$14,263,985	$13,129,200	56.4%	$7,580
Capital Expenditures	0	0	0	0	239,166	1.0	138
Net Cash Flow	$15,800,231	$14,762,415	$14,452,181	$14,263,985	$12,890,034	55.4%	$7,442
NOI DSCR(5)	3.30x	3.08x	3.02x	2.98x	2.74x
NCF DSCR(5)	3.30x	3.08x	3.02x	2.98x	2.69x
NOI DY(5)	13.1%	12.2%	12.0%	11.8%	10.9%
NCF DY(5)	13.1%	12.2%	12.0%	11.8%	10.7%

(1) U/W Base Rent is comprised of $17,954,176 of residential income (95.3% of U/W Base Rent) and $886,886 of retail income (4.7% of U/W Base Rent).

(2) Other income includes food services, conference income and other revenues.

(3) The underwritten economic vacancy is 10.6%. The University Center Chicago Property was 89.8% physically occupied as of July 17, 2017.

(4) The increase in U/W Total Operating Expenses is primarily due to the projected property tax re-assessment due to the change in ownership. The current tax assessment is lower due to the non-profit status of the previous ownership.

(5) The debt service coverage ratios and debt yields are based on the University Center Chicago Whole Loan.

Appraisal. As of the appraisal valuation date of June 1, 2017 the University Center Chicago Property had an “as-is” appraised value of $203,400,000.

Environmental Matters. According to a Phase I environmental assessment dated May 2, 2017 there was no evidence of any recognized environmental conditions at the University Center Chicago Property.

Market Overview and Competition. The University Center Chicago Property is located along South State Street just south of Congress Parkway in the South Loop neighborhood of Chicago, Illinois. The University Center Chicago Property is located within three blocks of the Harold Washington Library, DePaul University, Robert Morris University, Roosevelt University, Columbia College, American Academy of Art, Grant Park and three Chicago Transit Authority (“CTA”) train stations. According to the appraisal, the 2016 estimated population within a one-, three- and five-mile radius of the University Center Chicago Property was 52,638, 311,966 and 743,479, respectively; while the 2016 estimated average household income within the same radii was $124,720, $108,624 and $95,730, respectively. From 2010 to 2016, the estimated population and average household income within a one-mile radius of the University Center Chicago Property have exhibited annual growth rates of 2.2% and 2.3%, respectively. The University Center Chicago Property is located in the Loop submarket of the Chicago apartment market, which as of first quarter of 2017, contained a total inventory of 18,803 units and vacancy rate of approximately 7.3%. According to the appraisal, the annual average vacancy for the Loop apartment submarket has averaged 6.9% since 1999.

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UNIVERSITY CENTER CHICAGO

The following table presents certain information relating to some comparable student housing properties for the University Center Chicago Property:

Competitive Set⁽¹⁾

	University Center Chicago (Subject)	777 South State Student Apartments	Buckingham Student Apartments	Dwight Lofts Student Apartments	Tailor Lofts	Automatic Lofts Student Apartments	Infinite Student Apartments	ARC at Old Colony
Location	Chicago, IL	Chicago, IL	Chicago, IL	Chicago, IL	Chicago, IL	Chicago, IL	Chicago, IL	Chicago, IL
Distance to Subject	--	0.2 miles	0.2 miles	0.3 miles	1.3 miles	1.4 miles	0.3 miles	0.2 miles
Property Type	Student Housing	Student Housing	Student Housing	Student Housing	Student Housing	Student Housing	Student Housing	Student Housing
Year Built/Renovated	2004/NAP	1985/NAP	1927/NAP	1911/2008	1920/NAP	1906/NAP	1912/2015	1911/2014
Number of Beds	1,732	882	441	771	441	489	404	373
Average Rent (per bed)	$1,139	$1,616	$1,351	$1,025	$1,104	$1,049	$1,215	$1,271
Occupancy	89.8%	94.0%	81.0%	100.0%	98.0%	87.0%	82.0%	85.0%

(1) Information obtained from the appraisal and underwritten rent roll.

The Borrower. The borrower is University Center Property LLC, a Delaware limited liability company and single purpose entity with two independent directors. Legal counsel to the borrower provided a non-consolidation opinion in connection with the origination of the University Center Chicago Mortgage Loan.

The Borrower Sponsors. The sponsors are UCC Chicago Acquisition Partner LLC and Blue Vista Capital Management, LLC (“Blue Vista”). Founded in 2002 in Chicago, Blue Vista has participated in transactions totaling over $7.2 billion total capitalization, and completed over $25.0 billion in real estate transactions. Since 2003, Blue Vista has acquired and/or developed over $2.1 billion in student housing properties, representing 36,000 beds at 68 properties on 50 college campuses throughout the U.S.

Escrows. The loan documents provide for upfront reserves of $96,969 for insurance reserve, $1,385,081 for replacement reserve, and $485,951 for tenant specific TI/LC reserve. The tenant specific TI/LC reserve includes existing tenant improvement and leasing commission obligations of $185,951 for Blaze Pizza and $300,000 for Wifi installation expense for Columbia College, DePaul University and Roosevelt University. The loan documents also provide for ongoing monthly reserves of $118,585 for taxes, $16,162 for insurance reserve, $14,700 for replacement reserve, and $430,018 for seasonality reserve. The seasonality reserve is adjustable based on the annual rent of the DePaul University, Columbia College, Roosevelt University and Robert Morris University master leases for the applicable academic year.

Lockbox and Cash Management. The University Center Chicago Property Mortgage Loan requires a lender-controlled lockbox account, which is already in place, and that the borrower direct the tenants to pay their rents directly into such lockbox account. The loan documents also 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 Trap Event Period (as defined below), all excess cash flow is required to be distributed to the borrower. During a Cash Trap Event Period, all excess funds are required to be swept to a lender-controlled cash management account.

A “Cash Trap Event Period” will commence upon the earlier of (i) the occurrence and continuance of an event of default; and (ii) the amortizing debt service coverage ratio falling below 1.25x (based on a hypothetical 30-year amortization period) at the end of any calendar month. A Cash Trap Event Period will end, with respect to clause (i), upon the cure of such event of default; with respect to clause (ii), upon the date that the amortizing debt service coverage ratio is equal to or greater than 1.25x for two consecutive calendar quarters.

Property Management. The University Center Chicago Property is managed by an affiliate of the borrower.

Assumption. The borrower has the right to transfer the University Center Chicago Property, provided that no event of default has occurred and is continuing and certain other conditions are satisfied, including (i) the lender’s reasonable determination that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; (ii) the execution of a recourse guaranty and an environmental indemnity by an affiliate of the transferee; and (iii) if requested by the lender, a rating agency confirmation from DBRS, Fitch and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2017-BNK7 Certificates and similar confirmations from each rating agency rating any securities backed by the University Center Chicago Whole Loan with respect to the ratings of such securities.

Partial Release. Not permitted.

Real Estate Substitution. Not permitted.

Subordinate and Mezzanine Indebtedness. None

Ground Lease. None

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UNIVERSITY CENTER CHICAGO

Terrorism Insurance. The 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 University Center Chicago Property, subject to a premium not in excess of two times the premium for the property and business interruption coverage on a stand-alone basis, 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.

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CORPORATE WOODS PORTFOLIO

 

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CORPORATE WOODS PORTFOLIO

 

A-3-29 

No. 4 – Corporate Woods Portfolio
Loan Information				Property Information
Mortgage Loan Seller:	Morgan Stanley Mortgage Capital Holdings LLC			Single Asset/Portfolio:	Portfolio
				Property Type(3):	Various
Original Principal Balance(1):	$70,625,000			Specific Property Type(3):	Various
Cut-off Date Balance(1):	$70,625,000			Location:	Overland Park, KS
% of Initial Pool Balance:	5.8%			Size:	2,033,179 SF
Loan Purpose:	Acquisition			Cut-off Date Balance Per SF(1):	$108.82
Borrower Name:	Corporate Woods Kansas Realty LP			Year Built/Renovated:	Various
Borrower Sponsors:	Raymond Massa			Title Vesting:	Fee
Mortgage Rate:	4.450%			Property Manager:	Block Real Estate Services, LLC
Note Date:	August 9, 2017			4th Most Recent Occupancy (As of):	92.7% (12/31/2013)
Anticipated Repayment Date:	NAP			3rd Most Recent Occupancy (As of):	93.5% (12/31/2014)
Maturity Date:	September 6, 2027			2nd Most Recent Occupancy (As of):	88.9% (12/31/2015)
IO Period:	None			Most Recent Occupancy (As of):	91.9% (12/31/2016)
Loan Term (Original):	120 months			Current Occupancy (As of):	92.7% (5/31/2017)
Seasoning:	0 months
Amortization Term (Original):	360 months			Underwriting and Financial Information:
Loan Amortization Type:	Amortizing Balloon
Interest Accrual Method:	Actual/360			4th Most Recent NOI (As of):	$21,179,271 (12/31/2014)
Call Protection:	L(24),D(90),O(6)			3rd Most Recent NOI (As of):	$21,181,276 (12/31/2015)
Lockbox Type:	Hard/Springing Cash Management			2nd Most Recent NOI (As of):	$19,879,471 (12/31/2016)
Additional Debt(1):	Yes			Most Recent NOI (As of):	$20,692,963 (TTM 6/30/2017)
Additional Debt Type(1):	Pari Passu
				U/W Revenues:	$45,713,777
				U/W Expenses:	$23,101,714
				U/W NOI(4):	$22,612,063
Escrows and Reserves(2):				U/W NCF:	$19,853,093
				U/W NOI DSCR(1):	1.69x
Type:	Initial	Monthly	Cap (If Any)	U/W NCF DSCR(1):	1.48x
Taxes	$6,258,114	$625,811	NAP	U/W NOI Debt Yield(1):	10.2%
Insurance	$0	Springing	NAP	U/W NCF Debt Yield(1):	9.0%
Replacement Reserves	$0	$38,258	NAP	As-Is Appraised Value(5):	$299,100,000
TI/LC Reserve	$7,500,000	Springing	$7,500,000	As-Is Appraisal Valuation Date:	June 15, 2017
Deferred Maintenance	$620,488	$0	NAP	Cut-off Date LTV Ratio(1):	74.0%
Unfunded Landlord Obligations	$1,481,165	$0	NAP	LTV Ratio at Maturity(1):	59.7%

(1) See “The Mortgage Loan” section. All statistical financial information related to balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the Corporate Woods Portfolio Whole Loan (as defined below).

(2) See “Escrows” section.

(3) The Corporate Woods Portfolio Properties are made up of 15 suburban office buildings and one unanchored retail building. See table below titled “Corporate Woods Portfolio Properties.”

(4) UW NOI includes UW Gross Potential Rent which has been underwritten based on the May 31, 2017 rent roll and includes rent escalations through August 1, 2018, for non-investment grade tenants ($577,892) and the present value of all rent steps through the earlier of their respective lease terms or earliest effective termination date for investment grade tenants ($376,234).

(5) The “As-Is” Appraised Value represents the “As Portfolio” bulk appraised value of the Corporate Woods Portfolio Properties (as defined below) as June 15, 2017, which is inclusive of a $3,600,000 portfolio premium. The Cut-off Date LTV Ratio and LTV Ratio at Maturity are calculated based upon the portfolio “As-Is” Appraised Value of $299,100,000. The Cut-off Date LTV Ratio and LTV Ratio at Maturity based on the sum of the individual “as-is” appraised values of $295,500,000, which excludes the portfolio premium, are 74.9% and 60.4%, respectively.

The Mortgage Loan. The mortgage loan (the “Corporate Woods Portfolio Mortgage Loan”) is part of a whole loan (the “Corporate Woods Portfolio Whole Loan”) that is evidenced by six pari passu promissory notes (Notes A-1-A, A-1-B, A-2, A-3, A-4 and A-5) secured by a first mortgage encumbering 15 office buildings and one retail building located in Overland Park, Kansas (the “Corporate Woods Portfolio Properties”). The Corporate Woods Portfolio Whole Loan was co-originated on August 9, 2017 by Morgan Stanley Bank, N.A. and Citi Real Estate Funding Inc. The Corporate Woods Portfolio Whole Loan had an original principal balance of $221,250,000, has an outstanding principal balance as of the Cut-off Date of $221,250,000 and accrues interest at an interest rate of 4.450% per annum. The Corporate Woods Portfolio Whole Loan had an initial term of 120 months, has a remaining term of 120 months as of the Cut-off Date and requires payments of principal and interest based on a 30-year amortization schedule. The Corporate Woods Portfolio Whole Loan matures on September 6, 2027.

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CORPORATE WOODS PORTFOLIO

The Corporate Woods Portfolio Mortgage Loan, evidenced by the non-controlling Note A-4, which will be contributed to the BANK 2017-BNK7 trust, had an original principal balance of $70,625,000 and has an outstanding principal balance as of the Cut-off Date of $70,625,000. The controlling Note A-1-A and non-controlling Note A-3, with an aggregate original principal balance of $50,000,000, are currently held by Citi Real Estate Funding Inc. and are expected to be contributed to the CGCMT 2017-P8 trust. The non-controlling Notes A-1-B and A-2, with an aggregate original principal balance of $60,625,000, are currently held by Citi Real Estate Funding Inc. and are expected to be contributed to a future trust or trusts. The non-controlling Note A-5, with an original principal balance of $40,000,000, is currently held by Morgan Stanley Bank, N.A. and is expected to be contributed to a future trust or trusts. The lender provides no assurances that any non-securitized pari passu note will not be split further. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Whole Loans” and “Pooling and Servicing Agreement” in the Prospectus.

Note Summary

Notes	Original Balance	Note Holder	Controlling Interest
A-1-A	$30,000,000	CGCMT 2017-P8(1)	Yes
A-1-B	$25,000,000	Citi Real Estate Funding Inc.	No
A-2	$35,625,000	Citi Real Estate Funding Inc.	No
A-3	$20,000,000	CGCMT 2017-P8(1)	No
A-4	$70,625,000	BANK 2017-BNK7	No
A-5	$40,000,000	Morgan Stanley Bank, N.A.	No
Total	$221,250,000

(1) Expected to be contributed to such securitization upon the closing of such securitization.

Following the lockout period, the borrower has the right to defease the Corporate Woods Portfolio Whole Loan in whole, or in part as described below under “Partial Release,” on any date before April 6, 2027. In addition, the Corporate Woods Portfolio Whole Loan is prepayable without penalty on or after April 6, 2027, in whole, or in part as described below under “Partial Release”. The lockout period will expire on the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized and (ii) August 9, 2020.

Sources and Uses

Sources			Uses
Original whole loan amount	$221,250,000	76.1%	Purchase price(1)	$271,091,733	93.3%
Sponsor’s new cash contribution	69,445,915	23.9	Reserves	15,859,767	5.5
			Closing costs	3,193,771	1.1
			Other uses(2)	550,644	0.2
Total Sources	$290,695,915	100.0%	Total Uses	$290,695,915	100.0%

(1) The borrower acquired 21 buildings and 8.3 acres of excess developable land, all within the Corporate Woods Office Park (as defined below), for a contract purchase price of $295,000,000. The collateral for the Corporate Woods Portfolio Whole Loan excludes 138,627 SF of class C office space and 8.3 acres of excess developable land, which was given a cumulative allocated purchase price of $15,000,000. The Corporate Woods Portfolio Properties had an allocated purchase price of $280,000,000. The $280,000,000 less a seller credit of $8,908,267, which represents real estate tax prorations ($4,255,153), prepaid rent ($2,791,756), security deposits ($1,711,995) and various other credits ($149,363) (which were paid at closing) results in a net purchase price of $271,091,733.

(2) Other uses represent $550,644 of tenant improvements and leasing commissions that were paid at closing.

The Properties. The Corporate Woods Portfolio Properties are comprised of 16 buildings located within a 29-building master-planned, suburban office park in Overland Park, Kansas (“Corporate Woods Office Park”), located approximately 13 miles southwest of the Kansas City central business district. Of the 16 buildings serving as collateral for the Corporate Woods Portfolio Loan (“the Buildings”), five are Class A office buildings (1,096,082 SF), ten are Class B office buildings (908,485 SF) and one is a retail building (28,612 SF). The Corporate Woods Portfolio Properties were constructed in stages between 1977 and 2001 and range from three to sixteen stories. The Corporate Woods Portfolio Properties are positioned at the southeast corner of Interstate 435 and U.S. Highway 169, and provide for 7,704 parking spaces, which equates to a ratio of 3.8 spaces per 1,000 SF. The Corporate Woods Office Park features a Doubletree Hotel and a 50 acre wooded park, with bike/walk trails that run along Indian Creek, both of which are not collateral for the Corporate Woods Portfolio Loan. As of May 31, 2017, the Corporate Woods Portfolio Properties were 92.7% leased to approximately 280 tenants.

Of the buildings that are part of the 29 building Corporate Woods Office Park, but are not included in the Corporate Woods Portfolio Properties, an affiliate of the borrower acquired five Class C office buildings, as well as adjacent developable land (which may be developed as office properties). The five Class C office buildings are 86.5% occupied, with approximately 98% of leases expiring by 2020. The remaining non-collateral buildings at the Corporate Woods Office Park consist of the Doubletree hotel and office buildings, which are owned by a third party.

A-3-31 

CORPORATE WOODS PORTFOLIO

The following table presents certain information relating to the Corporate Woods Portfolio Properties:

Corporate Woods Portfolio Properties

Building	Property Type	Allocated Cut-off Date  Balance(1)	% of Portfolio Cut-off Date Balance	Occupancy(2)	Year Built	Net Rentable  Area (SF)	Appraised Value(3)	Replacement Cost	U/W NCF	Appraisal Market Rent $ PSF(4)	UW Base Rent $ PSF(5)
82	Office	$34,441,624	15.6%	98.2%	2001	245,413	$46,000,000	$53,145,129	$3,618,028	$27.00	$28.38
40	Office	$32,420,051	14.7%	96.8%	1981	300,043	$43,300,000	$47,059,741	$3,015,444	$24.00	$23.11
84	Office	$31,596,447	14.3%	83.1%	1998	241,573	$42,200,000	$53,145,129	$2,332,658	$27.00	$25.80
32	Office	$23,809,645	10.8%	98.5%	1985	208,244	$31,800,000	$32,034,249	$1,992,435	$24.00	$22.28
34	Office	$11,530,457	5.2%	100.0%	1978	97,023	$15,400,000	$14,568,965	$973,541	$23.00	$23.24
14	Office	$10,781,726	4.9%	96.7%	1981	120,385	$14,400,000	$18,974,570	$987,468	$21.50	$20.21
70	Office	$10,257,614	4.6%	94.6%	1987	100,809	$13,700,000	$15,137,471	$1,163,715	$23.00	$25.10
9	Office	$9,583,756	4.3%	92.7%	1984	99,400	$12,800,000	$15,722,193	$963,037	$22.00	$21.95
6	Office	$9,508,883	4.3%	83.8%	1979	108,395	$12,700,000	$16,821,364	$752,156	$21.00	$20.67
12	Office	$9,359,137	4.2%	80.6%	1986	98,648	$12,500,000	$17,470,510	$642,797	$23.00	$22.77
27	Office	$9,134,518	4.1%	95.2%	1978	96,518	$12,200,000	$14,975,598	$882,814	$22.00	$22.26
51	Office	$7,861,675	3.6%	94.2%	1977	89,789	$10,500,000	$13,482,708	$769,152	$21.25	$20.94
55	Office	$7,711,929	3.5%	88.4%	1977	89,221	$10,300,000	$13,397,418	$674,971	$22.25	$21.50
65	Retail	$4,941,624	2.2%	100.0%	1982	28,612	$6,600,000	$2,464,918	$436,257	$20.00	$19.22
3	Office	$4,941,624	2.2%	81.2%	1979	60,950	$6,600,000	$9,336,100	$334,075	$21.00	$21.02
75	Office	$3,369,289	1.5%	88.9%	1980	48,156	$4,500,000	$7,664,564	$314,544	$20.00	$19.67
Total/Weighted Average		$221,250,000	100.0%	92.7%		2,033,179	$295,500,000	$345,400,627	$19,853,093	$23.63	$23.32

(1) Allocated Cut-off Date Balance is based on the Corporate Woods Portfolio Whole Loan Cut-off Date balance.

(2) Information obtained from the underwritten rent roll dated May 31, 2017. The Total Appraised Value of $295,500,000 represents the sum of the individual appraised values of the Corporate Woods Portfolio Properties, as compared to the portfolio “As-Is” Appraised Value of $299,100,000.

(3) As of the appraisal dated June 15, 2017.

(4) Appraisal Market Rent PSF is quoted on a modified gross basis for all buildings except Building 65, which is quoted on a triple net basis.

(5) UW Base Rent PSF includes rent escalations through August 1, 2018, for non-investment grade tenants ($577,892) and the present value of all rent steps through the earlier of their respective lease terms or earliest effective termination date for investment grade tenants ($376,234).

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CORPORATE WOODS PORTFOLIO

The following tables present certain information relating to the tenancies at the Corporate Woods Portfolio Properties:

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
Major Tenants
PNC Bank National Association	A+/A3/A-	159,270	7.8%	$29.29	$4,665,105	10.6%	10/31/2019(3)
Coventry Health Care of Kansas, Inc.	A-/Baa2/NR	69,640	3.4%	$22.00	$1,532,080	3.5%	12/31/2023(4)
Compass Minerals International, Inc.	NR/B1/BB	60,699	3.0%	$24.79	$1,504,728	3.4%	2/29/2020
Lathrop & Gage, LLP.	NR/NR/NR	39,993	2.0%	$27.03	$1,081,091	2.5%	Various(5)
Lansing Trade Group, LLC	NR/NR/NR	44,496	2.2%	$22.05	$981,171	2.2%	1/31/2018
Scoular Company	NR/NR/NR	37,432	1.8%	$25.40	$950,773	2.2%	8/31/2020
QC Holdings, Inc.	NR/NR/NR	39,022	1.9%	$21.50	$838,973	1.9%	10/31/2017
Amerigroup Corp. & Amerigroup Kansas, Inc.	NR/Baa2/NR	39,056	1.9%	$21.25	$829,940	1.9%	12/31/2020
TMFS Holdings, LLC	NR/NR/NR	33,100	1.6%	$21.75	$719,925	1.6%	3/1/2027
Vendor Credentialing Service LLC dba symplr	NR/NR/NR	30,823	1.5%	$23.00	$708,929	1.6%	8/31/2024
Total Major Tenants		553,531	27.2%	$24.95	13,812,714	31.4%
Non-Major Tenants		1,331,180	65.5%	$22.64	$30,142,376	68.6%
Occupied Collateral Total		1,884,711	92.7%	$23.32	$43,955,091	100.0%
Vacant Space		148,468	7.3%
Collateral Total		2,033,179	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 include rent escalations through August 1, 2018, for non-investment grade tenants ($577,892) and the present value of all rent steps through the earlier of their respective lease terms or earliest effective termination date for investment grade tenants ($376,234).

(3) PNC Bank National Association has exercised an option to reduce its space by 12,820 SF on the 8th floor effective November 30, 2017. PNC Bank National Association has executed a letter of intent to extend its lease to October 31, 2029 pursuant to the following terms: 146,450 SF leased at $15.00/SF triple net with $0.50 per SF annual rent increases. The letter of intent provides PNC Bank National Association with an option to reduce its space by 13,672 SF effective October 31, 2019 and an option to terminate its lease effective October 31, 2026 with 12 months’ prior notice. We cannot assure you that PNC Bank National Association will execute an extension of its lease pursuant to the aforementioned terms or at all.

(4) Coventry Health Care of Kansas, Inc. has the right to terminate its lease as to either all of its leased premises or as to any full floor portion of its leased premises effective as of December 31, 2018 by written notice to the borrower by December 31, 2017.

(5) Lathrop & Gage, LLP has 13,497 SF that expires on January 31, 2018 and 26,496 SF that expires on January 31, 2023.

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Corporate Woods Largest Tenants by Building

Building	Building NRSF	Building Occupancy as-of 5/31/2017	Building Largest Tenant	Largest Tenant NRSF	Largest Tenant % Building NRSF	Largest Tenant Lease Expiration Date
82	245,413	98.20%	PNC Bank National Association(1)	159,270	64.90%	10/31/2019
40	300,043	96.80%	Coventry Health Care of Kansas, Inc.(2)	69,640	23.20%	12/31/2023
84	241,573	83.10%	Scoular Company	37,432	15.50%	8/31/2020
32	208,244	98.50%	Amerigroup Corp. & Amerigroup Kansas, Inc.	39,056	18.80%	12/31/2020
34	97,023	100.00%	TMFS Holdings, LLC	33,100	34.10%	3/1/2027
14	120,385	96.70%	Propharma Group, Inc.(3)	16,218	13.50%	2/28/2021
70	100,809	94.60%	Compass Minerals International, Inc.	60,699	60.20%	2/29/2020
9	99,400	92.70%	University of Kansas Hospital Authority	16,785	16.90%	8/31/2018
6	108,395	83.80%	National Crop Insurance Services, Inc.	18,522	17.10%	9/30/2019
12	98,648	80.60%	Lansing Trade Group, LLC	44,496	45.10%	1/31/2018
27	96,518	95.20%	CSC Covansys Corporation(4)	16,550	17.10%	3/31/2022
51	89,789	94.20%	RGN-Overland Park I, LLC	15,796	17.60%	5/31/2020
55	89,221	88.40%	Emerson Electric Co.	10,073	11.30%	3/31/2020
65	28,612	100.00%	Garozzo’s III, Inc.	5,575	19.50%	9/30/2021
3	60,950	81.20%	DeMars Pension Consulting Services, Inc.	10,247	16.80%	9/30/2021
75	48,156	88.90%	Multi Service Technology Solutions, Inc.	12,182	25.30%	11/30/2017
Total / Wtd. Avg.	2,033,179	92.7%		565,641	27.8%

(1)	PNC Bank National Association has exercised an option to reduce its space by 12,820 SF on the 8th floor effective November 30, 2017. PNC Bank National Association has executed a letter of intent to extend its lease to October 31, 2029 pursuant to the following terms: 146,450 SF leased at $15.00/SF NNN with $0.50 per SF annual rent increases. The letter of intent provides PNC Bank National Association with an option to reduce its space by 13,672 SF effective October 31, 2019 and an option to terminate its lease effective October 31, 2026 with 12 months’ prior notice. We cannot assure you that PNC Bank National Association will execute a lease pursuant to the aforementioned terms.
(2)	Coventry Health Care of Kansas, Inc. has the right to terminate its lease as to either all of its leased premises or as to any full floor portion of its leased premises effective as of December 31, 2018 by written notice to the borrower by December 31, 2017.
(3)	Propharma Group, Inc. has the right to terminate its lease effective as of February 28, 2019 by written notice to the borrower by July 31, 2018.
(4)	CSC Covansys Corporation has the right to terminate its lease effective as of March 31, 2019 by written notice to the borrower by June 30, 2018.

The following table presents certain information relating to the lease rollover schedule at the Corporate Woods Portfolio 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(3)	% of Total Annual U/W Base Rent	Annual  U/W Base Rent  PSF(4)
MTM	4	1,885	0.1%	1,885	0.1%	$103,177	0.2%	$23.79(5)
2017	11	67,965	3.3%	69,850	3.4%	$1,430,918	3.3%	$21.05
2018	49	316,500	15.6%	386,350	19.0%	$7,063,187	16.1%	$22.32
2019	69	465,746	22.9%	852,096	41.9%	$11,634,141	26.5%	$24.98
2020	60	405,813	20.0%	1,257,909	61.9%	$9,205,093	20.9%	$22.68
2021	35	171,096	8.4%	1,429,005	70.3%	$3,926,071	8.9%	$22.95
2022	33	183,823	9.0%	1,612,828	79.3%	$4,145,160	9.4%	$22.55
2023	7	144,131	7.1%	1,756,959	86.4%	$3,386,284	7.7%	$23.49
2024	6	61,082	3.0%	1,818,041	89.4%	$1,457,728	3.3%	$23.87
2025	3	27,547	1.4%	1,845,588	90.8%	$750,901	1.7%	$27.26
2026	0	0	0.0%	1,845,588	90.8%	$0	0.0%	$0.00
2027	2	39,123	1.9%	1,884,711	92.7%	$852,431	1.9%	$21.79
Thereafter	0	0	0.0%	1,884,711	92.7%	$0	0.0%	$0.00
Vacant	0	148,468	7.3%	2,033,179	100.0%	$0	0.0%	$0.00
Total/ Weighted Average	279	2,033,179	100.0%			$ 43,955,091	100.0%	$ 23.32

(1) Information obtained from the underwritten rent roll.

(2) Certain tenants have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and which are not reflected in the Lease Expiration Schedule.

(3) Annual U/W Base Rent PSF and Annual U/W Base Rent include rent escalations through August 1, 2018, for non-investment grade tenants ($577,892) and the present value of all rent steps through the earlier of their respective lease terms or earliest effective termination date for investment grade tenants ($376,234).

(4) Weighted Average Annual U/W Base Rent PSF excludes vacant space.

(5) Annual U/W Base Rent $ per SF for MTM tenants is calculated based on the $44,843 of UW Base Rent associated with 1,885 SF of conference room space. The remaining UW Base Rent of $58,334 is associated with antenna space, mail boxes and other miscellaneous tenants which have 0 SF attributed to them.

The following table presents historical occupancy percentages at the Corporate Woods Portfolio Properties:

Historical Occupancy

12/31/2013(1)	12/31/2014(1)	12/31/2015(1)	12/31/2016(1)	7/1/2017(2)
92.7%	93.5%	88.9%	91.9%	92.7%

(1) Information obtained from the borrower.

(2) Information obtained from the underwritten rent roll.

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Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the underwritten net cash flow at the Corporate Woods Portfolio Properties:

Cash Flow Analysis

	2014	2015	2016	TTM 6/30/2017	U/W(1)	% of U/W Effective Gross Income	U/W $ per SF
Base Rent	$40,743,337	$40,641,844	$40,285,194	$41,587,085	$43,000,965	94.1%	$21.15
Contractual Rent Steps(2)	0	0	0	0	954,126	2.1	0.47
Grossed Up Vacant Space	0	0	0	0	3,494,670	7.6	1.72
Total Reimbursables	952,901	1,912,725	2,243,749	2,653,606	3,080,143	6.7	1.51
Other Income	184,342	317,945	206,088	236,942	236,942	0.5	0.12
Less Vacancy & Credit Loss	(685,338)	(638,017)	(953,455)	(1,237,930)	(5,053,068)(3)	(11.1)	(2.49)
Effective Gross Income	$41,195,243	$42,234,497	$41,781,575	$43,239,702	$45,713,777	100.0%	$22.48
Total Operating Expenses	20,015,972	21,053,221	21,902,104	22,546,739	23,101,714	50.5	11.36
Net Operating Income	$21,179,271	$21,181,276	$19,879,471	$20,692,963	$22,612,063	49.5%	$11.12
TI/LC	0	0	0	0	2,299,877	5.0	1.13
Capital Expenditures	0	0	0	0	459,093	1.0	0.23
Net Cash Flow	$21,179,271	$21,181,276	$19,879,471	$20,692,963	$19,853,093	43.4%	$9.76
NOI DSCR(4)	1.58x	1.58x	1.49x	1.55x	1.69x
NCF DSCR(4)	1.58x	1.58x	1.49x	1.55x	1.48x
NOI DY(4)	9.6%	9.6%	9.0%	9.4%	10.2%
NCF DY(4)	9.6%	9.6%	9.0%	9.4%	9.0%

(1) U/W cash flow based on contractual rents as of May 31, 2017.

(2) Contractual Rent Steps include rent escalations through August 1, 2018, for non-investment grade tenants ($577,892) and the present value of all rent steps through the earlier of their respective lease terms or earliest effective termination date for investment grade tenants ($376,234).

(3) The underwritten economic vacancy is 7.5%. As of May 31, 2017, the Corporate Woods Portfolio Properties were 92.7% physically occupied.

(4) The debt service coverage ratios and debt yields are based on the Corporate Woods Portfolio Whole Loan.

Appraisal. As of the appraisal valuation date of June 15, 2017, the Corporate Woods Portfolio Properties had an “as-portfolio” bulk appraised value of $299,100,000, which includes a portfolio premium of $3,600,000. The sum of the individual “as-is” appraised values of the Corporate Woods Portfolio Properties is $295,500,000.

Environmental Matters. According to the Phase I environmental site assessments dated August 9, 2017, there are no recognized environmental conditions at the Corporate Woods Portfolio Properties.

Market Overview and Competition. The Corporate Woods Portfolio Properties are located in Overland Park, Kansas which is situated in Johnson County, about 15 miles southwest of the Kansas City central business district. Major employers within the area include: HCA Midwest Health System, Sprint Corporation, Saint Luke’s Health System, Cerner Corporation, Children’s Mercy Hospitals & Clinics, DST Systems, Inc., Truman Medical Center, and Black & Veatch Corporation, among others.

The Corporate Woods Portfolio Properties are in the City of Overland Park, which is the second-most populous city in Kansas and the largest suburb in the Kansas City metropolitan area. According to the appraisal, the 2016 population within a one-, three- and five-mile radius of the Corporate Woods Portfolio Properties was 9,145, 97,171 and 248,477, respectively. The 2016 estimated average household income within a one-, three- and five-mile radius of the Corporate Woods Portfolio Properties was $87,815, $93,240 and $104,793, respectively.

The Corporate Woods Portfolio Properties are part of the Kansas City metropolitan statistical area (“MSA”) office market and the South Johnson County/College Boulevard office submarket. According to a market report, as of March 2017, the Kansas City MSA office market consisted of 136.8 million SF with an average occupancy rate of 92.1% and an average rent of $18.26 per SF. As of March 2017, the College Boulevard office submarket consisted of 20.5 million SF with an average occupancy rate of 91.5% and an average rent of $21.65 per SF. The appraisal identified a subset of six comparable properties, located within the College Boulevard submarket and within three miles of the Corporate Woods Portfolio Properties. The Competitive Office Properties table below is based on the information available to the appraiser in connection with such comparable properties, which had gross rents ranging from $20.75 per SF to $26.00 per SF.

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The following table presents certain information relating to comparable office sales for the Corporate Woods Portfolio Properties:

Comparable Sales⁽¹⁾

Property Name/Location	Sale Date	Year Built	Total GLA (SF)	Total Occupancy	Sale Price(2)	Sales Price PSF(2)	OAR
Corporate Woods Portfolio Properties (Subject)	Aug-2017	1977-2001	2,033,179	92.7%	$280,000,000	$137.72	N/A
Colony Office Portfolio Overland Park, KS	Sept-2016	1986	802,262	90.0%	$94,000,000	$117.17	8.02%
Creve Coeur Center Portfolio Creve Coeur, MO	Mar-2016	1985	590,446	96.0%	$78,000,000	$132.10	7.12%
Airport North Office Portfolio Nashville, TN	Jul-2016	1984	482,151	92.4%	$58,500,000	$121.33	7.63%
Parkwood Crossing Indianapolis, IN	Aug-2016	1990	1,207,076	90.0%	$162,900,000	$134.91	8.31%

(1) Information obtained from the appraisal.

(2) The Sale Price for the Corporate Woods Portfolio Properties was net of a seller credit of $8,908,267, which represents rent, tax and other tenant credits (which were paid at closing). After giving effect to such seller credit, the net Sale Price of the Corporate Woods Portfolio Properties is $271,091,733 and the effective Sales Price PSF is $133.33.

The following tables present certain information relating to competitive office properties to the Corporate Woods Portfolio Properties:

Competitive Office Properties⁽¹⁾

Property Name/Location	Year Built	Total GLA (SF)	Occupancy	Distance from Subject	Annual Base Rent PSF	Lease Type
Lighton Plaza I & II/Tower Overland Park, KS	1989	476,278	92.8%	1.5 miles	$22.00 to $26.00	Full Service
7107 Tower Overland Park, KS	1986	228,040	93.9%	1.5 miles	$23.50 to $23.50	Full Service
Commerce Plaza I & II Overland Park, KS	1986	285,465	97.4%	1.5 miles	$23.50 to $23.50	Full Service
South Creek Office Park Overland Park, KS	1995	898,488	89.5%	3.0 miles	$20.75 to $22.25	Full Service
Financial Plaza II & III Overland Park, KS	1985	254,336	87.7%	1.5 miles	$21.50 to $23.00	Full Service
Renaissance/Del Sarto Overland Park, KS	1986	545,218	90.3%	1.75 miles	$21.50 to $23.00	Full Service

(1) Information obtained from the appraisal.

The following tables present certain information relating to comparable office leases for the Corporate Woods Portfolio Properties:

Comparable Office Leases⁽¹⁾

Property Name/Location	Year Built	Total GLA (SF)	Distance from Subject	Tenant Name	Lease Date/Term	Lease Area (SF)	Annual Base Rent PSF	Lease Type
7101 College Overland Park, KS	1986	228,040	1.4 miles	Insight Financial	March 2017 / 5.0 Yrs	2,330	$22.33	Full Service
Five Pine Ridge Lenexa, KS	2000	123,101	3.3 miles	University of Phoenix	October 2015 / 3.0 Yrs	8,216	$21.46	Full Service
4400 Corporate Overland Park, KS	1987	105,980	3.2 miles	Edison Spaces	December 2016 / 7.0 Yrs	37,384	$19.00	Full Service
College Oaks Overland Park, KS	1985	31,000	0.5 miles	Sunflower	November 2017 / 5.0 Yrs	2,518	$19.70	Full Service
Indian Creek I Overland Park, KS	1999	112,172	2.3 miles	Banking Industry	October 2016 / 5.0 Yrs	1,907	$22.11	Full Service

(1) Information obtained from the appraisal.

The Borrower. The borrower is Corporate Woods Kansas Realty LP, a Delaware limited partnership and single purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Corporate Woods Portfolio Whole Loan. Raymond Massa is the guarantor of certain nonrecourse carveouts under the Corporate Woods Portfolio Whole Loan.

The borrower is 0.50% owned by its general partner, Corporate Woods Kansas Realty Management LLC and 99.5% owned by Corporate Woods Kansas LP. Corporate Woods Realty Management LLC and Corporate Woods Kansas Management LLC are controlled by Group RMC Management Inc. ("Group RMC"). Group RMC is a real estate management company headquartered in New York City targeting investments in office assets throughout the United States. Group RMC is currently invested in 18 office properties and one warehouse property totaling approximately 6,495,699 square feet across more than 80 buildings throughout the United States and Canada.

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The Borrower Sponsor. The borrower sponsor is Raymond Massa. Raymond Massa controls Group RMC and has a 4.77% beneficial interest in the borrower.

Escrows. The loan documents provide for upfront escrows at closing in the amount of $7,500,000 for future tenant improvement and leasing commission obligations (the “TILC Reserve”), $6,258,114 for real estate taxes, $1,481,165 for existing unfunded landlord obligations, and $620,488 for deferred maintenance. The loan documents require ongoing monthly reserve deposits in the amount of 1/12 of the estimated taxes due in the ensuing twelve months (currently $625,811) for real estate taxes, and $38,258 for replacement reserves. In addition, at any time the amount in the TILC Reserve falls below $5,000,000, the borrower is required to make monthly deposits of $169,428 until the amount in the TILC Reserve reaches $7,500,000. The loan documents do not require ongoing monthly deposits for insurance premiums as long as the Corporate Woods Portfolio Properties are insured under an acceptable blanket insurance policy.

Lockbox and Cash Management. The Corporate Woods Portfolio Whole Loan requires a lender-controlled lockbox account, which is already in place, and requires that the borrower direct all tenants to pay their rents directly into such lockbox account. The loan documents also require that all rents received by the borrower or the property manager be deposited into the lockbox account within two business days of receipt. Prior to the occurrence of a Trigger Period (as defined below), all funds in the lockbox account are required to be distributed to the borrower. Upon the first occurrence of a Trigger Period, the lender has the right to establish a lender-controlled cash management account. During the continuance of a Trigger Period, all funds in the lockbox account are required to be swept into such lender-controlled cash management account and applied to pay reserves as described above under “Escrows,” to pay debt service under the Corporate Woods Portfolio Whole Loan, to pay operating expenses set forth in the approved annual budget and lender-approved extraordinary expenses, and to apply any remainder, (i) if a Specified Tenant Trigger Period (as defined below) exists, to be deposited into an account (the “Specified Tenant Excess Cash Flow Account”) to be used for tenant improvements and leasing commissions to relet the applicable tenant’s space until the funds in the Specified Tenant Excess Cash Flow Account equal $20 per square foot of the applicable tenant’s space, (ii) if no Specified Tenant Trigger Period exists, but another Trigger Period exists, to be held in an account (the “Excess Cash Flow Account”) as additional security for the Corporate Woods Portfolio Whole Loan, and (iii) if a Trigger Period no longer exists, to be released to the borrower.

A “Trigger Period” will commence upon the earliest of (i) the occurrence and continuance of an event of default, (ii) the debt service coverage ratio being less than 1.20x at the end of any calendar quarter and (iii) a Specified Tenant Trigger Period. A Trigger Period will end, with respect to clause (i), upon the cure of such event of default; with respect to clause (ii), upon the debt service coverage ratio being at least 1.25x for two consecutive calendar quarters; and with respect to clause (iii), upon such Specified Tenant Trigger Period (as defined below) ceasing to exist in accordance with the definition of such term.

“Specified Tenant Trigger Period” means a period (A) commencing upon (i) a Specified Tenant being in default under its lease beyond any applicable notice and/or cure periods, (ii) a Specified Tenant failing to be in actual, physical possession of at least 80% of its leased space, (iii) a Specified Tenant giving notice that it is terminating its lease for 15% or more of its leased space, (iv) any termination or cancellation of any Specified Tenant’s lease (including, without limitation, rejection in any bankruptcy or similar insolvency proceeding) and/or any Specified Tenant’s lease failing to otherwise be in full force and effect, (v) any bankruptcy or similar insolvency of a Specified Tenant or its guarantor or (vi) a Specified Tenant failing to extend or renew its lease on or prior to the earlier of (a) the renewal period required in such lease and (b) 12 months prior to expiration in accordance with such lease and the Corporate Woods Portfolio Whole Loan documents for a term of at least five years; and (B) expiring upon the first to occur of the lender’s receipt of reasonably acceptable evidence (including, without limitation, a tenant estoppel acceptable to the lender) of (1) the satisfaction of the Specified Tenant Cure Conditions (as defined below) or (2) the borrower leasing the entirety of the Specified Tenant’s space (or applicable portion thereof) for a term of at least five years in accordance with the Corporate Woods Portfolio Whole Loan documents, and the applicable tenant being in actual, physical occupancy of its space and paying full rent.

“Specified Tenant Cure Conditions” means each of the following, as applicable: (i) the applicable Specified Tenant has cured all applicable lease defaults, (ii) the applicable Specified Tenant is in actual, physical possession of the vacant space referenced in clause (ii) of the definition of “Specified Tenant Trigger Period”, and paying full rent, (iii) the applicable Specified Tenant has revoked or rescinded all termination or cancellation notices and re-affirmed its lease as being in full force and effect, (iv) if the Specified Tenant Trigger Period arose under clause (vi) of the definition of “Specified Tenant Trigger Period”, (a) the applicable Specified Tenant has renewed or extended its lease in accordance with Corporate Woods Portfolio Whole Loan documents and such lease for a term of at least five years, or (b) a Specified Tenant Re-Tenanting Event (as defined below) has occurred, (v) with respect to any bankruptcy or insolvency proceedings involving the applicable Specified Tenant or its guarantor or lease, the applicable Specified Tenant or guarantor is no longer insolvent or subject to any bankruptcy or insolvency proceedings and has affirmed the applicable Specified Tenant lease pursuant to final, non-appealable order of a court of competent jurisdiction, (vi) the applicable Specified Tenant is paying full rent, or (vii) amounts in the Specified Tenant Excess Cash Flow Account equal or exceed $20 per square foot of the applicable Specified Tenant’s space.

“Specified Tenant Re-Tenanting Event” means each of the following: (i) the borrower leasing 80% or more of the applicable Specified Tenant’s space for at least five years in accordance with the Corporate Woods Portfolio Whole Loan documents, the applicable tenant being in actual, physical occupancy of its space and paying full rent (or if the tenant is not in occupancy or not paying full rent, the applicable lease may not contain any “outs”, and the borrower has deposited into the leasing reserve all unpaid tenant improvements, leasing commissions, and/or “free rent”); provided, that if less than 100% of the applicable Specified Tenant space has been leased, then (a) the rent for the applicable space that has been leased must be in an annual amount of at least the rent payable under the original applicable Specified Tenant lease prior to the related Specified Tenant Trigger Period (or, if 95% or more of such space has been leased, such rent must be prorated by the lender in applying such calculation), and (b) the borrower has deposited with the lender any unpaid tenant improvements and leasing commissions under such lease; (ii) either (a) the applicable new tenant(s) is(are) paying full rent, or (b) the borrower has deposited any applicable “free rent” granted under the new lease (provided, that to the extent no other Trigger Period then exists, the lender may apply any excess cash flow then on deposit in the

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Excess Cash Flow Account towards such “free rent” deposit); and (iii) such lease(s) may not contain any “outs”, except following the fifth anniversary of their commencement, or, in the case of a casualty or condemnation.

A “Specified Tenant” means any tenant that, together with any affiliates, leases space at the Corporate Woods Portfolio Properties that comprises more than 20% of either (1) the Corporate Woods Portfolio Properties’ aggregate gross leasable area, or (2) the total rental income (in the aggregate) for the Corporate Woods Portfolio Properties.

Property Management. The Corporate Woods Portfolio Properties are currently managed by Block Real Estate Services, LLC.

Assumption. The borrower has the right to transfer the Corporate Woods Portfolio Properties in their entirety, provided that certain other conditions are satisfied, including, but not limited to: (i) no event of default has occurred and is continuing; (ii) the lender’s reasonable determination that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; and (iii) if requested by the lender, rating agency confirmation from Fitch, DBRS and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2017-BNK7 Certificates and similar confirmations from each rating agency rating any securities backed by the Corporate Woods Portfolio companion loans with respect to the ratings of such securities.

Partial Release. Following the lockout date and prior to the open period, each of the Corporate Woods Portfolio Properties may be separately released upon defeasance of a release price equal to the greater of (x) 120% of the allocated loan amount of such individual property and (y) 95% of the net sale proceeds of such individual property, and satisfaction of the following conditions, among others: (i) the loan-to-value ratio of the remaining Corporate Woods Portfolio Properties following such release does not exceed the lesser of (x) 74.0% or (y) the loan-to-value ratio immediately prior to the release, (ii) the debt service coverage ratio of the remaining Corporate Woods Portfolio Properties following such release equals or exceeds the greater of (x) 1.40x and (y) the debt service coverage ratio immediately prior to the release, (iii) the debt yield of the remaining Corporate Woods Portfolio Properties following such release equals or exceeds the greater of (x) 9.0% and (y) the debt yield immediately prior to the release, (iv) delivery of a reciprocal easement agreement reasonably acceptable to the lender, providing access, parking, utility and other customary easements, (v) compliance with applicable legal and zoning requirements, leases and covenants, (vi) the released individual property must constitute a separate tax parcel and (vii) the release must be permitted under REMIC requirements and the lender must receive a legal opinion to such effect. During the open period, each of the Corporate Woods Portfolio Properties may be separately released upon satisfaction of the above conditions, except that prepayment, rather than defeasance, of the release price is required.

Real Estate Substitution. Not permitted.

Subordinate and Mezzanine Indebtedness. Not permitted.

Ground Lease. None.

Terrorism Insurance. The 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 Corporate Woods Portfolio Properties, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with an up to six-month extended period of indemnity, with a deductible not to exceed $100,000.

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No. 5 – Westin Building Exchange
Loan Information					Property Information
Mortgage Loan Seller:		Wells Fargo Bank, National Association			Single Asset/Portfolio:	Single Asset
					Property Type:	Other
Original Principal Balance(1):		$67,500,000			Specific Property Type:	Data Center
Cut-off Date Balance(1):		$67,500,000			Location:	Seattle, WA
% of Initial Pool Balance:		5.6%			Size:	401,544 SF
Loan Purpose:		Refinance			Cut-off Date Balance Per SF(1):	$336.20
Borrower Name:		2001 Sixth LLC			Year Built/Renovated:	1981/2007
Sponsor:		Clise Properties, Inc.; Digital Realty Trust, L.P.			Title Vesting:	Fee
Mortgage Rate:		3.290%			Property Manager:	Self-managed
Note Date:		June 29, 2017			4th Most Recent Occupancy (As of):	91.4% (12/31/2014)
Anticipated Repayment Date:		NAP			3rd Most Recent Occupancy (As of):	91.4% (12/31/2015)
Maturity Date:		July 11, 2027			2nd Most Recent Occupancy (As of):	93.0% (12/31/2016)
IO Period:		120 months			Most Recent Occupancy (As of):	94.6% (3/31/2017)
Loan Term (Original):		120 months			Current Occupancy (As of)(3):	93.5% (6/26/2017)
Seasoning:		2 months
Amortization Term (Original):		NAP			Underwriting and Financial Information:
Loan Amortization Type:		Interest-only, Balloon
Interest Accrual Method:		Actual/360			4th Most Recent NOI (As of):	$26,342,988 (12/31/2014)
Call Protection:		L(26),D(87),O(7)			3rd Most Recent NOI (As of):	$28,765,913 (12/31/2015)
Lockbox Type:		Soft/Springing Cash Management			2nd Most Recent NOI (As of):	$30,064,403 (12/31/2016)
Additional Debt(1):		Yes			Most Recent NOI (As of):	$30,830,493 (TTM 4/30/2017)
Additional Debt Type(1):		Pari Passu
					U/W Revenues:	$49,623,834
					U/W Expenses:	$16,327,188
					U/W NOI:	$33,296,646
					U/W NCF:	$32,413,249
					U/W NOI DSCR(1):	7.39x
Escrows and Reserves(2):					U/W NCF DSCR(1):	7.20x
					U/W NOI Debt Yield(1):	24.7%
Type:	Initial		Monthly	Cap (If Any)	U/W NCF Debt Yield(1):	24.0%
Taxes	$0		Springing	NAP	As-Is Appraised Value:	$507,000,000
Insurance	$0		Springing	NAP	As-Is Appraisal Valuation Date:	May 23, 2017
Replacement Reserves	$0		Springing	(2)	Cut-off Date LTV Ratio(1):	26.6%
TI/LC	$0		Springing	(2)	LTV Ratio at Maturity or ARD(1):	26.6%

(1) See “Mortgage Loan” section. All statistical financial information related to balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the Westin Building Exchange Whole Loan (as defined below). The lender provides no assurances that any non-securitized pari passu note will not be split further.

(2) See “Escrows” section.

(3) The Westin Building Exchange Property was 94.1% occupied as of June 26, 2017. Wells Fargo underwrote occupancy to 93.5% as one tenant comprising 0.6% of net rentable area is vacating its space.

The Mortgage Loan. The mortgage loan (the “Westin Building Exchange Mortgage Loan”) is part of a whole loan (the “Westin Building Exchange Whole Loan”) that is evidenced by two pari passu promissory notes (Note A-1 and Note A-2) secured by a first mortgage encumbering an office building located in Seattle, Washington (the “Westin Building Exchange Property”). The Westin Building Exchange Whole Loan was co-originated on June 29, 2017 by Wells Fargo Bank, National Association and Column Financial Inc., a subsidiary of Credit Suisse Securities (USA) LLC. The Westin Building Exchange Whole Loan had an original principal balance of $135,000,000, has an outstanding principal balance as of the Cut-off Date of $135,000,000 and accrues interest at an interest rate of 3.290% per annum. The Westin Building Exchange Whole Loan had an initial term of 120 months, has a remaining term of 118 months as of the Cut-off Date and requires interest-only payments through the loan term. The Westin Building Exchange Whole Loan matures on July 11, 2027.

Note A-1, which will be contributed to the BANK 2017-BNK7 Trust, had an original principal balance of $67,500,000, has an outstanding principal balance as of the Cut-off Date of $67,500,000 and represents the controlling interest in the Westin Building Exchange Whole Loan. The non-controlling Note A-2, which had an original principal balance of $67,500,000, referred to herein as the "Westin Building Exchange Companion Loan", is expected to be contributed to a future securitization trust. The lender provides no assurances that any non-securitized pari passu note will not be split further. See "Description of the Mortgage Pool—The Whole Loans—The Serviced Whole Loans" in the Prospectus.

Following the lockout period, the borrower has the right to prepay the Westin Building Exchange Mortgage Loan in whole, but not in part, on any date before January 11, 2027. The lockout period will expire on or after September 11, 2019.

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WESTIN BUILDING EXCHANGE

Note Summary

Notes	Original Balance	Note Holder	Controlling Interest
A-1	$67,500,000	BANK 2017-BNK7	Yes
A-2	$67,500,000	Column Financial Inc., a subsidiary of Credit Suisse Securities (USA) LLC	No
Total	$135,000,000

Sources and Uses

Sources				Uses
Original whole loan amount	$135,000,000		100.0%	Loan payoff(1)	$101,080,612	74.9%
				Return of equity	32,940,179	24.4
				Closing costs	979,209	0.7
Total Sources	$135,000,000	100.0%		Total Uses	$135,000,000	100.0%

(1) The Westin Building Exchange Property was previously securitized in the BSCMS 2007-PW17 transaction.

The Properties. The Westin Building Exchange Property is a 34-story class A building totaling approximately 401,544 square feet, located in downtown Seattle, Washington. The Westin Building Exchange Property comprises 159,413 square feet of data center space (39.7% of net rentable area; 46.9% of underwritten base rent), followed by 121,849 square feet of office space (30.3% of net rentable area; 12.9% of underwritten base rent), 76,703 square feet of colocation/telecommunication space (19.1% of net rentable area; 39.9% of underwritten base rent) and 43,579 square feet attributed to building facilities, retail and storage space (10.9% of net rentable area; 0.3% of underwritten base rent). Additionally, the Westin Building Exchange Property includes a 7-story, above-grade parking garage totaling 426 spaces, resulting in 1.1 spaces per 1,000 square feet (or 3.5 spaces per 1,000 square feet of office space).

Built in 1981 and renovated in 2007, the Westin Building Exchange Property is situated on a 0.7-acre site and is one of the leading data center and colocation facilities in the United States. As one of the largest carrier hotel data centers in the United States, the Westin Building Exchange Property serves as the primary hub for interconnection, hosting, and business deployment in the Pacific Northwest with more than 40,000 interconnections as the Westin Building Exchange Property is physically located between submarine and terrestrial cable routes. Through the Westin Building Exchange Property’s extensive fiber and copper “Meet-Me” rooms, the Westin Building Exchange Property provides neutral connectivity points to Asian, Canadian, European and American network service providers, carriers, and internet service providers. The Westin Building Exchange Property also provides access to numerous other networks via the Seattle Internet Exchange (“SIX”) and the Pacific Northwest Gigapop (“PN-WGP”), both of which have access points located at the Westin Building Exchange Property. In total, the Westin Building Exchange Property provides access to over 250 carriers and service/content providers. The Westin Building Exchange Property has a total utility power of 19.5 megawatts, a critical IT load of 10.0 megawatts and can facilitate an electrical build-out up to 150 watts per square foot for the data center space. The Westin Building Exchange Property has 17 emergency backup generators, with capacity ranging from 500 kilowatts to 2.5 megawatts, and approximately 20,000 gallons of fuel storage on site. The Westin Building Exchange Property has multiple layers of security, including 24/7/365 security guards on site, 24/7/365 secure and monitored access, CCTV monitoring, proximity card readers and secure key card access.

The Westin Building Exchange Property has a diversified rent roll with over 170 tenants, including internet and cloud service providers, as well as telecommunication, social media, gaming and streaming companies. The Westin Building Exchange Property was 94.1% occupied as of June 26, 2017, and Wells Fargo underwrote occupancy to 93.5% as one tenant comprising 0.6% of net rentable area is vacating its space. The largest tenant by underwritten base rent is Equinix, Inc. (“Equinix”), which has been in occupancy at the Westin Building Exchange Property since 1999. Equinix’s annual underwritten base rent at the Westin Building Exchange Property is approximately $5.3 million, of which 57.1% is attributed to colocation/telecommunication space, 40.6% attributed to data center space, 2.1% attributed to office space and 0.2% attributed to storage space. Equinix connects more than 9,500 businesses to their customers, employees and partners inside carrier-neutral data centers and internet exchanges. Equinix serves approximately 42.0% of Fortune 500 companies and 30.0% of Global 2000 companies and operates over 175 data center locations in 44 global markets, representing approximately 17.0 million square feet globally, with more than 1,500 networks and approximately 230,000 connections.

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WESTIN BUILDING EXCHANGE

The following table presents certain information relating to the tenancies at the Westin Building Exchange Property:

Major Tenants

Tenant Name	Credit Rating (Fitch/Moody’s/ DBRS)(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
Major Tenants
Equinix, Inc.(3)	BB/Ba3/NR	38,650	9.6%	$136.22	$5,264,913	18.6%	Various(3)
Level 3 Communications, LLC(4)	BB/Ba3/NR	19,718	4.9%	$94.51	$1,863,480	6.6%	8/1/2020
Sprint Communications Co., LP(5)	B2/B+/NR	17,031	4.2%	$89.62	$1,526,391	5.4%	4/1/2025
Verizon Business Svcs.(6)	A-/Baa1/NR	12,362	3.1%	$88.92	$1,099,224	3.9%	Various(6)
BCE Nexxia Corporation(7)	NR/NR/NR	4,641	1.2%	$195.70	$908,221	3.2%	Various(7)
Green House Data, Inc.(8)	NR/NR/NR	13,359	3.3%	$67.50	$901,716	3.2%	Various(8)
The Mead Group/Colocenters Inc	NR/NR/NR	8,805	2.2%	$78.67	$692,712	2.4%	3/1/2022
Total Major Tenants		114,566	28.5%	$106.98	$12,256,657	43.2%
Non-Major Tenants		260,756	64.9%	$61.80	$16,115,940	56.8%
Occupied Collateral Total(9)		375,322	93.5%	$75.60	$28,372,597	100.0%
Vacant Space		26,222	6.5%
Collateral Total		401,544	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 include contractual rent steps through July 2018 totaling $1,050,165.

(3) Equinix leases 34,593 square feet of data center space with an annual underwritten rent of $61.76 per square foot expiring August 1, 2019; 3,886 square feet of office space with an annual underwritten rent of $28.63 per square foot expiring January 1, 2028; and 171 square feet of storage space with an annual underwritten rent of $49.82 per square foot on a month-to-month basis. Additionally, Equinix leases colocation/telecommunication space with no attributed square footage for Annual U/W Base Rent of $3,008,665 expiring September 1, 2023.

(4) Level 3 Communications, LLC leases 19,079 square feet of data center space with an annual underwritten rent of $96.37 per square foot expiring August 1, 2020; and 639 square feet of office space with an annual underwritten rent of $38.72 per square foot expiring August 1, 2020.

(5) Sprint Communications Co., LP leases 15,215 square feet of data center space with an annual underwritten rent of $85.04 per square foot expiring April 1, 2025; and 1,816 square feet of office space with an Annual U/W Base Rent of $88.40 per square foot expiring April 1, 2025.

(6) Verizon Business Svcs. leases 12,083 square feet of data center space with an annual underwritten rent of $81.60 per square foot expiring June 1, 2020; and 279 square feet of data space with an annual underwritten rent of $256.90 per square foot expiring December 1, 2022.

(7) BCE Nexxia Corporation leases 4,641 square feet of data center space with an annual underwritten rent of $116.54 per square foot expiring May 1, 2022. Additionally, BCE Nexxia Corporation leases two colocation/telecommunication spaces with no attributed square footage. One space is leased for an annual underwritten rent of $353,280 expiring January 1, 2022, and the other space is leased for an annual underwritten rent of $14,065 expiring May 1, 2022. 

(8) Green House Data, Inc. leases 8,548 square feet of data center space a with an annual underwritten rent of $84.45 per square foot expiring April 1, 2023 and 4,811 square feet of office space with an Annual U/W Base Rent of $37.38 per square foot expiring June 1, 2020.

(9) Included in the Total Annual U/W Base Rent is approximately $11,323,923 which represents Annual U/W Base Rent related to infrastructure such as colocation/telecommunication cages and cabinets leased for their connection ability, which has no attributed square footage. Additionally, the Westin Building Exchange Property includes approximately 106,790 square feet with no attributed annual U/W base rent that is used as information technology rooms, customer care and maintenance rooms, conference rooms and electrical vaults which are primarily provided to the Westin Building Exchange Property tenants as amenity space. Excluding the annual U/W base rent with no attributed square footage and excluding the square footage with no Annual U/W Base Rent, the Weighted Average Annual U/W Base Rent is $63.49 per square foot.

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WESTIN BUILDING EXCHANGE

The following table presents certain information relating to the lease rollover schedule at the Westin Building Exchange Property:

Lease Expiration Schedule⁽¹⁾⁽²⁾

Year Ending  December 31,	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(3)
MTM	17,238	4.3%	17,238	4.3%	$1,331,729	4.7%	$77.26
2017	8,732	2.2%	25,970	6.5%	$1,928,076	6.8%	$220.81
2018	23,555	5.9%	49,525	12.3%	$3,178,732	11.2%	$134.95
2019	57,241	14.3%	106,766	26.6%	$5,759,358	20.3%	$100.62
2020	52,796	13.1%	159,562	39.7%	$4,561,044	16.1%	$86.39
2021	28,308	7.0%	187,870	46.8%	$2,264,139	8.0%	$79.98
2022	21,041	5.2%	208,911	52.0%	$2,056,473	7.2%	$97.74
2023	15,853	3.9%	224,764	56.0%	$4,271,713	15.1%	$269.46
2024	15,957	4.0%	240,721	59.9%	$440,514	1.6%	$27.61
2025	24,809	6.2%	265,530	66.1%	$2,162,079	7.6%	$87.15
2026	0	0.0%	265,530	66.1%	$88,200	0.3%	$0.00
2027	451	0.1%	265,981	66.2%	$193,915	0.7%	$429.97
Thereafter	4,520	1.1%	270,501	67.4%	$136,624	0.5%	$30.23
Building Facility	37,450	9.3%	307,951	76.7%	$0	0.0%	$0.00
MMR	4,203	1.0%	312,154	77.7%	$0	0.0%	$0.00
WBX / Telecom	63,168	15.7%	375,322	93.5%	$0	0.0%	$0.00
Vacant	26,222	6.5%	401,544	100.0%	$0	0.0%	$0.00
Total/Weighted Average(4)	401,544	100.0%			$28,372,597	100.0%	$75.60

(1) Information obtained from the underwritten rent roll.

(2) Certain tenants may have lease termination options that are exercisable prior to the stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule.

(3) Weighted Average Annual U/W Base Rent PSF excludes vacant space.

(4) Included in the Total Annual U/W Base Rent is approximately $11,323,923 which represents Annual U/W Base Rent with no attributed square footage as this represents infrastructure such as colocation/telecommunication cages and cabinets leased for their connection ability. Additionally, the Westin Building Exchange Property includes approximately 106,790 square feet with not attributed annual U/W base rent that is used as information technology rooms, customer care and maintenance rooms, conference rooms and electrical vaults which are mainly provided to the Westin Building Exchange Property tenants as amenity space. Excluding the Annual U/W Base Rent with no attributed square footage and excluding the square footage with no annual U/W base rent, the Weighted Average Annual U/W Base Rent is $63.49 per square foot.

The following table presents historical occupancy percentages at the Westin Building Exchange Property:

Historical Occupancy

12/31/2014(1)	12/31/2015(1)	12/31/2016(1)	3/31/2017(1)	6/26/2017(2)(3)
91.4%	91.4%	93.0%	94.6%	93.5%

(1) Information obtained from the borrower.

(2) Information obtained from the underwritten rent roll.

(3) The Westin Building Exchange Property was 94.1% occupied as of June 26, 2017. Wells Fargo underwrote occupancy to 93.5% as one tenant comprising 0.6% of net rentable area is vacating its space.

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WESTIN BUILDING EXCHANGE

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the underwritten net cash flow at the Westin Building Exchange Property:

Cash Flow Analysis

	2014	2015	2016	TTM 4/30/2017	U/W	% of U/W Effective Gross Income	U/W $ per SF
Base Rent	$23,992,078	$25,887,855	$26,538,150	$27,005,422	$28,332,402(1)	57.1%	$70.56
Grossed Up Vacant Space	0	0	0	0	2,376,919	4.8	5.92
Free Rent Adjustment	0	0	0	0	0	0.0	0.00
Infrastructure Fee(2)	2,951,414	2,927,375	2,770,041	2,747,610	2,747,610	5.5	6.84
Total Reimbursables	9,882,290	11,501,798	12,963,371	13,837,929	15,379,313	31.0	38.30
Other Income(3)	1,377,452	1,426,789	1,475,383	1,405,615	1,405,615	2.8	3.50
Parking Income	1,603,101	1,649,847	1,758,795	1,758,895	1,758,895	3.5	4.38
Less Vacancy & Credit Loss	0	0	0	0	(2,376,919)(4)	(4.8)	(5.92)
Effective Gross Income	$39,806,335	$43,393,664	$45,505,740	$46,755,471	$49,623,834	100.0%	$123.58
Total Operating Expenses	$13,463,347	$14,627,751	$15,441,337	$15,924,978	$16,327,188	32.9%	$40.66
Net Operating Income	$26,342,988	$28,765,913	$30,064,403	$30,830,493	$33,296,646	67.1%	$82.92
TI/LC	0	0	0	0	803,088	1.6	2.00
Capital Expenditures	0	0	0	0	80,309	0.2	0.20
Net Cash Flow	$26,342,988	$28,765,913	$30,064,403	$30,830,493	$32,413,249	65.3%	$80.72
NOI DSCR(5)	5.85x	6.39x	6.68x	6.85x	7.39x
NCF DSCR(5)	5.85x	6.39x	6.68x	6.85x	7.20x
NOI DY(5)	19.5%	21.3%	22.3%	22.8%	24.7%
NCF DY(5)	19.5%	21.3%	22.3%	22.8%	24.0%

(1) U/W Base Rent includes contractual rent steps through July 2018 totaling $1,050,165.

(2) Infrastructure Fee includes infrastructure connection fees and cooling tower, HVAC, and generator charges which are recurring items according to tenant leases.

(3) Other income includes tenant services income, roof and antenna rent and other miscellaneous income.

(4) The underwritten economic vacancy is 7.7%. The Westin Building Exchange Property was 94.1% physically occupied as of June 26, 2017, but Wells Fargo underwrote occupancy to 93.5% as one tenant comprising 0.6% of net rentable area is vacating its space.

(5) The debt service coverage ratios and debt yields are based on the Westin Building Exchange Whole Loan.

Appraisal. As of the appraisal valuation date of May 23, 2017, the Westin Building Exchange Property had an “as-is” appraised value of $507,000,000.

Environmental Matters. According to the Phase I environmental site assessment dated May 31, 2017, there was no evidence of any recognized environmental conditions at the Westin Building Exchange Property.

Market Overview and Competition. The Westin Exchange Building Property is located in downtown Seattle, Washington, on Virginia Street between 5^th and 6^th Avenues in an area known as the Denny Triangle. Located adjacent to the southeast of the Westin Exchange Building Property (and connected via sky-bridge) is the 891-room Westin Seattle. Located adjacent to the northeast of the Westin Exchange Building Property is the 36-story Doppler building, which is the southern-most portion of Amazon.com’s approximately 3.3 million square foot headquarters campus, which is expected to be completed in 2021 and will encompass three blocks. Amazon.com purchased the three block site for approximately $207.5 million from Clise Properties, Inc., one of the borrower sponsors of the Westin Building Exchange Whole Loan.

The 2017 estimated population within a three- and five-mile radius of the Westin Building Exchange Property is 219,468 and 443,849, respectively. The 2017 estimated average household income within the same three- and five-mile radii was $109,857 and $111,943, respectively. Within a 0.5-mile radius of the Westin Exchange Building Property there are 171 retail properties, comprising approximately 4.4 million square feet, with a total occupancy rate of 96.4% and a five-year average total occupancy of 97.0%. Located two blocks to the southeast of the Westin Exchange Building Property is Seattle’s retail core district which contains Seattle’s only Macy’s, Nordstrom’s Seattle flagship store, Nike’s downtown Seattle location, as well as Pacific Place (a 339,000 square foot five-level indoor retail center) and Westlake Center (a 102,706 square foot indoor retail center home to Zara’s flagship location). Additionally, Pike Place Market is located 5 blocks southwest of the Westin Building Exchange Property.

According to the appraisal, Seattle is the 10th-largest U.S. data center market with 58 existing facilities containing a total 981,800 square feet of operational space, and the Westin Building Exchange Property currently accounts for approximately 21.0% of all operational data center square footage in Seattle.

According to a third party market report, the Westin Building Exchange Property is located in the Belltown/Denny Regrade submarket of the Downtown Seattle office market. As of the second quarter of 2017, the Belltown/Denny Regrade submarket consisted of approximately 7.6 million square feet of office space with an overall vacancy rate of 5.5%. For the same period, the class A office segment of the Belltown/Denny Regrade submarket consisted of approximately 3.8 million square feet of inventory with an overall vacancy rate of 2.9%. The Westin Building Exchange appraisal determined office market rents of $36.00 per square foot for space on floors 1 through 17 and $39.00 per square foot for space on floors 18 through 34, both on a modified gross basis. The appraiser determined data center market rents of $95.00 per square foot on a modified gross basis.

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WESTIN BUILDING EXCHANGE

The following table presents certain information relating to comparable data center leases for the Westin Building Exchange Property:

Comparable Data Center Leases⁽¹⁾

U.S. Market	Date	Premises (SF)	Term (months)	Annual Rent PSF	Lease Type(2)
West Coast	2Q 2017	7,750	60	$70.00	MG
Northwest	1Q 2017	8,000	120	$212.00	MG
Northwest	1Q 2017	5,000	120	$102.00	MG
West Coast	3Q 2016	2,500	180	$118.00	MG
Northeast	2Q 2016	10,000	240	$59.00	MG
Northeast	2Q 2016	50,000	240	$74.50	MG
Northeast	2Q 2016	38,000	120	$77.50	MG
Northeast	4Q 2015	7,500	120	$57.00	MG
Northeast	4Q 2015	50,000	120	$67.00	MG
Northeast	4Q 2015	1,000	240	$72.00	MG
Northwest	4Q 2015	7,700	36	$97.00	MG
Northeast	3Q 2015	2,150	120	$110.00	MG
West Coast	3Q 2015	2,500	120	$127.00	MG
Northeast	2Q 2015	14,500	60	$107.00	MG
Northeast	4Q 2014	64,000	60	$97.00	MG
Northwest	1Q 2014	840	168	$139.00	MG
Northwest	3Q 2013	14,000	118	$106.00	MG
Northeast	3Q 2013	45,000	240	$72.00	MG
Northeast	3Q 2013	27,500	240	$217.00	MG
Northeast	3Q 2012	12,000	240	$77.00	MG

(1) Information obtained from the appraisal.

(2) Modified Gross leases are net of utilities.

The following table presents certain information relating to comparable office leases for the Westin Building Exchange Property:

Comparable Office Leases⁽¹⁾

Property Name/Location	Year Built/ Renovated	Total GLA (SF)	Distance from Subject	Tenant Name	Lease Date/Term	Lease Area (SF)	Annual Base Rent PSF	Lease Type
428 Westlake Avenue North Seattle, WA	2004/NAP	88,546	0.9 miles	Amazon.com	2Q17/ 10.0 Yrs	80,978	$44.00	Gross
800 Fifth Avenue Seattle, WA	1981/NAP	933,808	0.9 miles	Greystar	1Q17/ 8.25 Yrs	34,484	$40.50	Gross
800 Fifth Avenue Seattle, WA	1981/NAP	933,808	0.9 miles	Entercom Seattle, LLC	1Q17/ 10.0 Yrs	21,485	$38.00	Gross
US Bank Centre Seattle, WA	1989/NAP	943,575	0.4 miles	Badgely, Phelps & Bell	4Q16/ 5.0 Yrs	16,579	$44.85	Gross
First & Stew Art Seattle, WA	1986/NAP	94,333	0.4 miles	Hewitt Architexts	3Q16/ 7.0 Yrs	10,829	$36.00	Gross
Market Place Tower Seattle, WA	1988/NAP	194,687	0.5 miles	Snapchat	4Q16/ 5.0 Yrs	47,000	$42.00	Gross
Market Place II Seattle, WA	1988/NAP	46,752	0.5 miles	Davis Law	4Q16/ 4.0 Yrs	1,648	$39.00	Gross
Fourth & Blanchard Seattle, WA	1979/NAP	409,874	0.3 miles	Aritex USA, Inc	4Q16/ 2.0 Yrs	1,009	$31.00	Gross

(1) Information obtained from the appraisal

A-3-49 

WESTIN BUILDING EXCHANGE

The Borrower. The borrower is 2001 Sixth LLC, a 50/50 joint venture between Clise Properties, Inc., and Digital Realty Trust, L.P., and single purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Westin Building Exchange Whole Loan. Clise Properties, Inc., and Digital Realty Trust, L.P., are the guarantors of certain nonrecourse carveouts under the Westin Building Exchange Whole Loan.

The Sponsors. The sponsors are Clise Properties, Inc, a major Seattle-based commercial real estate firm, and Digital Realty Trust, L.P., one of the world’s largest publicly-traded data center REITs. Digital Realty Trust, Inc. (NYSE: DLR), an S&P 500 company, focuses on providing data center, colocation, and interconnection solutions for domestic and international customers across a variety of industrial verticals. As of December 31, 2016, the company had 145 properties located throughout North America, Europe, Asia, and Australia. Founded by J.W. Clise in 1889, Clise Properties owns and manages over three million square feet of properties in the Seattle area including the Securities Building, Westin Building Exchange, Denny Building, 2020 Fifth Avenue, Six & Lenora, 1700 Seventh Avenue.

Escrows. The loan documents do not require monthly escrows for real estate taxes, insurance, replacement reserve, and TI/LC reserve as long as (i) no event of default has occurred or is continuing; and (ii) the debt yield is greater than or equal to 13.0%. Additionally, the loan documents do not require ongoing monthly escrows for insurance premiums as long as (i) no event of default has occurred and is continuing and (ii) the borrower provides the lender with evidence that the Westin Building Exchange Property’s insurance coverage is included in a blanket policy and such policy is in full force and effect and (iii) borrower pays all applicable insurance premiums and provides the lender with evidence of renewals. The springing replacement reserve will be capped at $160,618, and the springing TI/LC reserve will be capped at 24 times the springing monthly deposit, which is the product of $5.00 multiplied by the total rentable square footage of all vacant space (excluding cabinet, rack or cage spaces and ancillary meet-me-room spaces) at the Westin Building Exchange Property as of the occurrence of clauses (i) or (ii). 

Lockbox and Cash Management. The Westin Building Exchange Whole Loan requires a lender-controlled lockbox account, which is already in place, and that the borrower deposits all rents directly into such lockbox account within two business days of receipt. Prior to the occurrence of a Cash Trap Event Period (as defined below), all funds are required to be distributed to the borrower. During a Cash Trap Event Period, all cash flow is required to be swept to a lender-controlled cash management account.

A “Cash Trap Event Period” will commence upon the earlier of (i) the occurrence and continuance of an event of default or (ii) the debt yield being less than 13.0%. A Cash Trap Event Period will end, with respect to clause (i), upon the cure of such event of default; or, with respect to clause (ii), upon the debt yield being at least 13.0% for two consecutive calendar quarters.

Property Management. The Westin Building Exchange Property is managed by an affiliate of the borrower.

Assumption. The borrower has a two-time right to transfer the Westin Building Exchange Property, provided that certain other conditions are satisfied, including, but not limited to: (i) no event of default has occurred and is continuing; (ii) the lender’s reasonable determination that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; and (iii) if requested by the lender, rating agency confirmation from DBRS, Fitch and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2017-BNK7 Certificates and similar confirmations from each rating agency rating any securities backed by the Westin Building Exchange Companion Loan with respect to the ratings of such securities.

Partial Release. Not permitted.

Real Estate Substitution. Not permitted.

Subordinate and Mezzanine Indebtedness. Not permitted.

Ground Lease. None.

Terrorism Insurance. The 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 Westin Building Exchange Property, subject to a premium not in excess of two times the premium for the property and business interruption coverage on a stand-alone basis, 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. 

Earthquake Insurance. The loan documents do not require earthquake insurance. The seismic report indicated a probable maximum loss of 13.0% for the tower building portion of the Westin Building Exchange Property, and a probable maximum loss of 19.0% for the parking garage portion of the Westin Building Exchange Property.

A-3-50 

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A-3-52 

MALL OF LOUISIANA

 

A-3-53 

MALL OF LOUISIANA

 

A-3-54 

MALL OF LOUISIANA

 

A-3-55 

MALL OF LOUISIANA

 

A-3-56 

MALL OF LOUISIANA

 

A-3-57 

No. 6 – Mall of Louisiana
Loan Information					Property Information
Mortgage Loan Seller:		Bank of America, N.A.			Single Asset/Portfolio:	Single Asset
					Property Type:	Retail
Original Principal Balance(1):		$65,000,000			Specific Property Type:	Super Regional Mall
Cut-off Date Balance(1):		$65,000,000			Location:	Baton Rouge, LA
% of Initial Pool Balance:		5.4%			Size:	776,789 SF
Loan Purpose:		Recapitalization			Cut-off Date Balance Per SF(1):	$418.39
Borrower Name:		Mall of Louisiana, LLC; Mall of Louisiana Land, LLC			Year Built/Renovated:	1997/2008
Sponsor:		GGP Real Estate Holding I, Inc.			Title Vesting:	Fee
Mortgage Rate:		3.984%			Property Manager:	Self-managed
Note Date:		July 26, 2017			4th Most Recent Occupancy (As of)(4):	93.9% (12/31/2013)
Anticipated Repayment Date:		NAP			3rd Most Recent Occupancy (As of)(4):	96.5% (12/31/2014)
Maturity Date:		August 1, 2027			2nd Most Recent Occupancy (As of (4):	96.6% (12/31/2015)
IO Period:		36 months			Most Recent Occupancy (As of)(4):	94.4% (12/31/2016)
Loan Term (Original):		120 months			Current Occupancy (As of)(4):	91.8% (6/30/2017)
Seasoning:		1 month
Amortization Term (Original):		360 months			Underwriting and Financial Information:
Loan Amortization Type:		Interest-only, Amortizing Balloon
Interest Accrual Method:		Actual/360			4th Most Recent NOI (As of):	$33,541,166 (12/31/2014)
Call Protection(2):		L(25),D(91),O(4)			3rd Most Recent NOI (As of):	$34,580,536 (12/31/2015)
Lockbox Type:		Hard/Springing Cash Management			2nd Most Recent NOI (As of):	$35,038,477 (12/31/2016)
Additional Debt(1):		Yes			Most Recent NOI (As of):	$34,995,624 (TTM 4/30/2017)
Additional Debt Type(1):		Pari Passu
					U/W Revenues:	$43,215,234
					U/W Expenses:	$7,152,311
					U/W NOI:	$36,062,923
					U/W NCF:	$34,433,637
					U/W NOI DSCR(1):	1.94x
					U/W NCF DSCR(1):	1.85x
Escrows and Reserves(3):					U/W NOI Debt Yield(1):	11.1%
Type:	Initial		Monthly	Cap (If Any)	U/W NCF Debt Yield(1):	10.6%
Taxes	$0		Springing	NAP	As-Is Appraised Value:	$570,000,000
Insurance	$0		Springing	NAP	As-Is Appraisal Valuation Date:	June 23, 2017
Replacement Reserves	$0		Springing	$155,169	Cut-off Date LTV Ratio(1):	57.0%
TI/LC Reserve	$0		Springing	$1,551,690	LTV Ratio at Maturity or ARD(1):	49.3%

(1) The Mall of Louisiana Whole Loan (as defined below) is comprised of nine pari passu promissory notes with an aggregate original principal balance of $325,000,000. The controlling Mall of Louisiana Mortgage Loan (as defined below) had an original principal balance of $65,000,000, has an outstanding principal balance of $65,000,000 as of the Cut-off Date and will be contributed to the BANK 2017-BNK7 securitization trust. All statistical financial information related to balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the Mall of Louisiana Whole Loan.

(2) The defeasance lockout period will be at least 25 payment dates beginning with and including the first payment date of September 1, 2017. Defeasance of the Mall of Louisiana Whole Loan is permitted after the date that is the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized, and (ii) August 1, 2020. The assumed lockout period of 25 payments is based on the expected BANK 2017-BNK7 securitization trust closing date in September 2017.

(3) See “Escrows” section.

(4) Current Occupancy includes Main Event (6.0% of NRA) which has a signed lease but is not expected to take occupancy until August 2018 and excludes temporary tenants. The Mall of Louisiana Whole Loan guarantor has provided a guaranty for all outstanding landlord obligations and fifteen months of gap rent specific to Main Event.

The Mortgage Loan. The mortgage loan (the “Mall of Louisiana Mortgage Loan”) is part of a whole loan (the “Mall of Louisiana Whole Loan”) evidenced by nine pari passu promissory notes, secured by the fee interest in a 776,789 square foot portion of a super-regional mall and adjacent power center in Baton Rouge, Louisiana (the “Mall of Louisiana Property”). The Mall of Louisiana Whole Loan was co-originated on July 26, 2017 by Bank of America, N.A., Citi Real Estate Funding Inc. and Barclays Bank PLC. The Mall of Louisiana Whole Loan had an original principal balance of $325,000,000, has an outstanding principal balance as of the Cut-off Date of $325,000,000 and accrues interest at an interest rate of 3.984% per annum. The Mall of Louisiana Whole Loan had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires payments of interest-only until August 1, 2020, after which payments of principal and interest based on a 30-year amortization schedule are required through its term. The Mall of Louisiana Whole Loan matures on August 1, 2027. 

A-3-58 

MALL OF LOUISIANA

The Mall of Louisiana Mortgage Loan, evidenced by Note A-1, will be contributed to the BANK 2017-BNK7 securitization trust, had an original principal balance of $65,000,000, has an outstanding principal balance as of the Cut-off Date of $65,000,000 and represents a pari passu controlling interest in the Mall of Louisiana Whole Loan. The non-controlling notes and noteholders are shown in the note summary table below. The lender provides no assurances that any non-securitized notes will not be split further. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Whole Loans” in the Prospectus.

Note Summary

Notes	Original Balance	Note Holder	Controlling Interest
A-1	$65,000,000	BANK 2017-BNK7	Yes
A-2	$44,000,000	Bank of America, N.A.	No
A-3-1	$30,000,000	CGCMT 2017-P8(1)	No
A-3-2	$28,000,000	Citi Real Estate Funding Inc.	No
A-4	$50,000,000	COMM 2017-COR2(1)	No
A-5-1	$41,000,000	Barclays Bank PLC	No
A-5-2	$17,000,000	CGCMT 2017-P8(1)	No
A-6	$25,000,000	Barclays Bank PLC	No
A-7	$25,000,000	Barclays Bank PLC	No
Total	$325,000,000

(1) Expected to be contributed to such securitization upon the closing of such securitization.

Following the lockout period, the Mall of Louisiana Borrower has the right to defease the Mall of Louisiana Whole Loan in whole, but not in part. In addition, the Mall of Louisiana Whole Loan is prepayable without penalty on or after May 1, 2027. The lockout period will expire on the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized and (ii) August 1, 2020.

Sources and Uses 

Sources			Uses
Original whole loan amount	$325,000,000	100.0%	Closing costs	$1,411,459	0.4	%
			Return of equity(1)	323,588,541	99.6
Total Sources	$325,000,000	100.0%	Total Uses	$325,000,000	100.0	%

(1) The Mall of Louisiana Property was previously unencumbered. The Mall of Louisiana Whole Loan sponsor acquired the Mall of Louisiana Property for approximately $265 million in 2004 and including the $100 million spent on the 2008 property expansion, maintains a cost basis of approximately $413 million.

The Property. The Mall of Louisiana Property consists of a two-story enclosed super-regional mall known as Mall of Louisiana, which contains a total of 1,593,545 square feet and is anchored by non-collateral anchors Dillard's, Dillard's Men's & Home, JC Penney, Macy's and Sears. The 776,789 square foot portion of the Mall of Louisiana that serves as collateral for the Mall of Louisiana Whole Loan was 91.8% leased as of June 30, 2017 by 135 retail and restaurant tenants. The largest tenants by size are AMC Theatres (9.6% of NRA, 5.9% of underwritten base rent, expiring July 2026), Dick’s Sporting Goods (9.5% of NRA, 3.3% of underwritten base rent, expiring January 2019), Nordstrom Rack (3.9% of NRA, 2.0% of underwritten base rent, expiring September 2025) and Forever 21 (3.5% of NRA, 5.1% of underwritten base rent, expiring January 2019). Main Event (6.0% of NRA, 4.0% of underwritten base rent, expiring June 2028) has a signed lease but is not expected to take occupancy until August 2018. The Mall of Louisiana Whole Loan guarantor has provided a guaranty for all outstanding landlord obligations and fifteen months of gap rent specific to Main Event.

No other tenant represents more than 1.9% of NRA or 2.6% of underwritten rent. Other notable tenants at the Mall of Louisiana Property include: Apple, DSW, Lush Handmade Cosmetics, Michael Kors, Pandora, Pottery Barn and Williams Sonoma. The Mall of Louisiana Property features an 11-bay food court and nine full service restaurants. Inline sales at the Mall of Louisiana Property as of May 31, 2017 were approximately $183 million with an average of $585 PSF ($496 PSF excluding Apple), resulting in an occupancy cost of 13.6% (16.1% excluding Apple).

The Mall of Louisiana Property was built in 1997 and renovated in 2008 with a $100 million expansion project which added over 330,000 square feet, comprised of a 125,000 square foot lifestyle component, a 140,000 square foot power center and 15-screen stadium seating cinema with IMAX – 3D. The Mall of Louisiana features the only Sears within 40 miles and the only Macy’s, Dick’s Sporting Goods and Nordstrom Rack within 60 miles. The Mall of Louisiana Property includes 8,404 surface parking spaces (approximately 5.3 per 1,000 square feet).

A-3-59 

MALL OF LOUISIANA

The following table presents certain information relating to the tenancy at the Mall of Louisiana Property:

Major Tenants

Tenant Name	Credit Rating (Fitch/Moody’s/ S&P)(1)	Tenant NRSF(2) (3)	% of NRSF(2)	Annual U/W Base Rent PSF(4)	Annual U/W Base Rent(4)	% of Total Annual U/W Base Rent	5/30/2017 TTM Sales PSF(3)	5/30/2017 TTM Occupancy Cost	Lease Expiration Date
Major Tenants
AMC Theatres	B/B1/B+	74,400	9.6%	$23.38	$1,739,472	5.9%	$560,583(5)	22.6%	7/21/2026
Forever 21	NR/NR/NR	26,885	3.5%	$55.20	$1,483,980	5.1%	$183	28.6%	1/31/2019
Main Event(6)	NR/NR/NR	46,900	6.0%	$25.00	$1,172,500	4.0%	N/A	N/A	6/30/2028
Dick’s Sporting Goods	NR/NR/NR	74,061	9.5%	$13.00	$962,793	3.3%	$131	11.9%	1/31/2019
Nordstrom Rack	BBB+/Baa1/BBB+	30,002	3.9%	$19.25	$577,500	2.0%	N/A	N/A	9/30/2025
Total Major Tenants		252,248	32.5%	$23.53	$5,936,245	20.2%
Other Tenants		460,886	59.3%	$50.73	$23,378,585	79.8%
Occupied Total		713,134	91.8%	$41.11	$29,314,830	100.0%
Vacant Retail Space		63,655	8.2%
Collateral Total		776,789	100.0%
Non-Collateral Anchor Tenants
Dillard’s / Dillard’s Men’s and Home(7)	BBB-/Baa3/BBB-	370,655					$148	N/A	N/A
Macy’s	BBB/Baa3/BBB-	204,890					$166	N/A	N/A
JC Penney	B+/B1/B+	116,568					$309	N/A	N/A
Sears / Sears Auto Center	CC/Caa2/CCC+	113,517					$123	N/A	N/A

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

(2) Tenant NSRF and % of NSFR are based on the underwritten rent roll.

(3) Tenant NRSF and Sales PSF for the Non-Collateral Anchor Tenants are as of 2016 as reported in the appraisal.

(4) Annual U/W Base Rent includes contractual rent increases through August 2018.

(5) Sales PSF is shown as Sales per screen (15 screens).

(6) Main Event has an executed lease but is not expected to take occupancy until August 2018. The Mall of Louisiana Whole Loan guarantor has provided a guaranty for all outstanding landlord obligations and fifteen months of gap rent specific to Main Event.

(7) Dillard’s / Dillard’s Men’s and Home stores have been combined for this table.

The following table presents certain information relating to the historical sales and occupancy costs at the Mall of Louisiana Property:

Historical Tenant Sales (PSF) and Occupancy Costs

Historical Tenant Sales (PSF)
	2014	2015	2016	5/31/2017 TTM	5/31/2017 TTM Occupancy Cost
Total In-Line
Comparable Sales PSF w/Apple	$557	$568	$571	$585	13.6%
Comparable Sales PSF w/o Apple	$481	$493	$488	$496	16.1%

A-3-60 

MALL OF LOUISIANA

The following table presents certain information relating to the lease rollover schedule at the Mall of Louisiana 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(3)
2017	11	27,967	3.6	%	27,967	3.6	%	$2,330,756	8.0	%	$83.34
2018	23	82,248	10.6	%	110,215	14.2	%	$3,354,434	11.4	%	$40.78
2019	17	165,390	21.3	%	275,605	35.5	%	$4,979,391	17.0	%	$30.11
2020	14	43,189	5.6	%	318,794	41.0	%	$2,581,653	8.8	%	$59.78
2021	16	60,190	7.7	%	378,984	48.8	%	$2,840,401	9.7	%	$47.19
2022	10	32,000	4.1	%	410,984	52.9	%	$1,317,420	4.5	%	$41.17
2023	11	39,863	5.1	%	450,847	58.0	%	$2,544,415	8.7	%	$63.83
2024	7	32,366	4.2	%	483,213	62.2	%	$1,357,288	4.6	%	$41.94
2025	9	58,878	7.6	%	542,091	69.8	%	$1,792,374	6.1	%	$30.44
2026	6	88,514	11.4	%	630,605	81.2	%	$2,885,732	9.8	%	$32.60
2027	6	11,360	1.5	%	641,965	82.6	%	$1,081,295	3.7	%	$95.18
Thereafter	5	71,169	9.2	%	713,134	91.8	%	$2,249,670	7.7	%	$31.61
Vacant	0	63,655	8.2	%	776,789	100.0	%	$0	0.0	%	$0.00
Total/Wtd. Avg.	135	776,789	100.0	%				$29,314,830	100.0	%	$41.11

(1) Information obtained from the underwritten rent roll.

(2) Certain tenants may have lease termination or contraction 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) Weighted Average Annual U/W Base Rent PSF excludes vacant space.

The following table presents historical occupancy percentages at the Mall of Louisiana Property:

Historical Occupancy

12/31/2014(1)	12/31/2015(1)	12/31/2016(1)	6/30/2017(2)
96.5%	96.6%	94.4%	91.8%

(1) Information obtained from the Mall of Louisiana Borrower and includes temporary tenants.

(2) Information obtained from the underwritten rent roll and includes Main Event (6.0% of NRA) which has a signed lease but is not expected to take occupancy until August 2018 but excludes temporary tenants.

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 Mall of Louisiana Property:

Cash Flow Analysis

	2014	2015	2016	TTM 4/30/2017	U/W	% of U/W Effective Gross Income		U/W $ per SF
Base Rent(1)	$27,008,300	$27,841,212	$28,448,668	$28,641,673	$30,002,849(2)	69.4	%	$38.62
Grossed Up Vacant Space	0	0	0	0	3,395,375	7.9		4.37
Total Reimbursables	10,554,704	10,707,373	10,410,615	10,242,969	10,408,010	24.1		13.40
Specialty Leasing	3,089,790	3,046,453	3,044,110	2,921,431	2,956,431	6.8		3.81
Other Income(3)	402,762	384,936	331,822	399,049	384,049	0.9		0.49
Less Vacancy & Credit Loss	0	0	0	0	(3,931,479)	(9.1)		(5.06)
Effective Gross Income	$41,055,555	$41,979,974	$42,235,214	$42,205,123	$43,215,234	100.0	%	$55.63
Total Operating Expenses	7,514,389	7,399,438	7,196,737	7,209,498	7,152,311	16.6		9.21
Net Operating Income	$33,541,166	$34,580,536	$35,038,477	$34,995,624	$36,062,923	83.4	%	$46.43
TI/LC	0	0	0	0	1,473,928	3.4		1.90
Capital Expenditures	0	0	0	0	155,358	0.4		0.20
Net Cash Flow	$33,541,166	$34,580,536	$35,038,477	$34,995,624	$34,433,637	79.7	%	$44.33
NOI DSCR(4)	1.80x	1.86x	1.89x	1.88x	1.94x
NCF DSCR(4)	1.80x	1.86x	1.89x	1.88x	1.85x
NOI DY(4)	10.3%	10.6%	10.8%	10.8%	11.1%
NCF DY(4)	10.3%	10.6%	10.8%	10.8%	10.6%

(1) Base Rent includes percentage rent.

(2) U/W Base Rent includes all tenants with signed leases and contractual rent steps through August 2018.

(3) Other Income includes carousel revenue, rebates, and miscellaneous non-rental income.

(4) Based on the Mall of Louisiana Whole Loan amount of $325,000,000.

A-3-61 

MALL OF LOUISIANA

Appraisal. As of the appraisal valuation date of June 23, 2017, the Mall of Louisiana Property had an “as-is” appraised value of $570,000,000.

Environmental Matters. According to the Phase I environmental report dated July 24, 2017, there was no evidence of any recognized environmental conditions at the Mall of Louisiana Property.

Market Overview and Competition. The Mall of Louisiana Property is located in East Baton Rouge Parish within the greater Baton Rouge metropolitan statistical area (“MSA”) of Louisiana. The Mall of Louisiana Property is located approximately six miles southeast of the Baton Rouge central business district, immediately south of Interstate 10, which connects to Interstate 12 approximately three miles north and connects to the New Orleans metropolitan area to the southeast. East Baton Rouge Parish includes the City of Baton Rouge and other established neighborhoods including Mid-City, the Garden District and Spanish Town, and is home of the capital of Louisiana, Louisiana State University, Southern University and Baton Rouge Community College. There are two hospitals located within approximately two miles of the Mall of Louisiana Property: Baton Rouge General Medical Center and Our Lady of the Lake Regional Medical Center. East Baton Rouge Parish’s top employers include Turner Industries Group LLC (9,875 employees), LSU System (6,250 employees), Performance Contractors (5,500 employees), Our Lady of the Lake Regional Medical Center (4,500 employees) and ExxonMobil (4,214 employees). IBM recently developed a $55 million office and residential building in downtown Baton Rouge and has committed to maintain 800 new jobs through 2023 in downtown Baton Rouge. The Baton Rouge MSA had a 2016 unemployment rate of 5.2% continuing year over year declines since 2011.

According to the appraisal, the primary trade area for the Mall of Louisiana Property encompasses an approximately fifteen-mile radius. The estimated 2016 population within a five-, ten- and fifteen-mile radius around the Mall of Louisiana Property was 169,831, 406,664 and 603,052, respectively. The estimated 2016 average household income within the same radii was $90,572, $76,294 and $74,587, respectively. The 2016 fifteen-mile radius population and average household income reflects a compound annual growth rate from 2000-2016 of 1.0% and 2.4%, respectively. Estimated 2016 average retail sales per household within a fifteen-mile radius of the Mall of Louisiana Property was $48,449.

The Mall of Louisiana Property is located in the Baton Rouge retail market which had 2017 first quarter-end average asking rents of $11.32 per square foot and a vacancy rate of 4.5%, a 1.3% decrease from the first quarter-end 2016, with only 11,581 square feet vacant in the market. There are currently six lifestyle centers and regional malls in the Baton Rouge retail market with 2017 first quarter-end average asking rents of $19.61 per square foot and a vacancy rate of 8.6%, a 1.7% decrease from the first quarter-end 2016, with 74,739 square feet of positive absorption. There is no proposed new competitive supply noted by the appraisal.

The following table presents certain information relating to competitive properties for the Mall of Louisiana Property:

Competitive Properties⁽¹⁾

Property / Location	Property Type	Year Built/  Renovated	Total GLA (SF)	Est. Sales PSF	Occupancy	Distance	Major/Anchor Tenants
Mall of Louisiana Baton Rouge, LA	Super Regional Mall	1997/2008	776,789(1)	$585(1)(2)	91.8%(1)(3)	--	Dillard’s (non-collateral), Dillard’s Men’s (non-collateral), JC Penney (non-collateral), Macy’s (non-collateral), Sears (non-collateral), AMC Theatres
Perkins Rowe  Baton Rouge, LA	Lifestyle Center	2006/N/A	749,300	$420	85%	1.5 miles	Cinemark, LA Fitness, Barnes & Noble, Fresh Market
Town Center at Cedar Lodge  Baton Rouge, LA	Lifestyle Center	2007/N/A	410,000	$400	98%	5.0 miles	Whole Foods, Books A Million, LOFT, Gap
Siegen Lane Marketplace  Baton Rouge, LA	Power Center	1994/2002	462,150	N/A	100%	3.0 miles	Walmart, Lowes, Bed Bath Beyond, TJMaxx
Cortana Mall(4) Baton Rouge, LA	Super Regional Mall	1976/2010	1,360,000	$250	30%	6.5 miles	Dillard’s, JC Penney

(1) Information obtained from the appraisal and underwritten rent roll for the subject collateral. Total GLA, Est. Sales PSF and Occupancy are shown for the collateral portion of the Mall of Louisiana.

(2) Comparable inline sales shown as of May 2017. Comparable inline sales excluding Apple for that period were $496 per square foot.

(3) Occupancy as of June 30, 2017 and includes Main Event (6.0% of NRA) which has a signed lease but is not expected to take occupancy until August 2018 but excludes temporary tenants. The Mall of Louisiana Whole Loan guarantor has provided a guaranty for all outstanding landlord obligations and fifteen months of gap rent specific to Main Event.

(4) Cortana Mall is the only other enclosed shopping mall in Baton Rouge. Only two of the six anchor units at Cortana Mall are currently occupied and approximately 45 of 110 inline stores are occupied.

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MALL OF LOUISIANA

The Borrower. The borrowers are Mall of Louisiana, LLC and Mall of Louisiana Land, LLC (individually and collectively, the “Mall of Louisiana Borrower”), each a single-purpose Delaware limited liability company, with at least two independent directors. Legal counsel to the Mall of Louisiana Borrower delivered a non-consolidation opinion in connection with the origination of the Mall of Louisiana Whole Loan.

The Sponsor. The loan sponsor and nonrecourse carveout guarantor is GGP Real Estate Holding I, Inc., wholly owned by GGP Inc. GGP Inc. (NYSE: GGP) is an S&P 500 company focused exclusively on owning, managing, leasing and redeveloping retail properties throughout the United States. GGP Inc.’s portfolio as of March 2017 included 127 properties (121 million square feet) in 40 states with an enterprise value of approximately $39 billion. See “Description of the Mortgage Pool— Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Prospectus.

GGP Real Estate Holding I, Inc. has provided a guaranty for payment of $1,726,914 in unfunded tenant allowances for ten various tenants and a guaranty related to the tenant Main Event for payment of $8,519,922 comprised of unfunded tenant allowances ($3,986,500), landlord work ($3,067,797) and gap rent ($1,465,625).

Escrows. During a Trigger Period (as defined below), unless there are sufficient funds in the lockbox account to make the deposits, the Mall of Louisiana Borrower is required to deposit monthly (i) 1/12^th of the estimated annual real estate taxes and 1/12^th of the estimated annual insurance premiums (unless the Mall of Louisiana Property is covered by a blanket insurance policy and the premiums for the blanket policy are prepaid for at least one year in advance), (ii) $12,931 to a replacement reserve subject to a cap of $155,169 and (iii) $129,308 to a tenant improvement and leasing commissions reserve subject to a cap of $1,551,690.

A “Trigger Period” will commence upon (i) an event of default or (ii) the debt service coverage ratio being less than 1.15x. A Trigger Period will end upon (i) the cure or waiver of the event of default and (ii) the debt service coverage ratio being equal to or greater than 1.15x.

Lockbox and Cash Management. A hard lockbox is in place with respect to the Mall of Louisiana Whole Loan. Funds deposited to the lockbox will be swept daily to the Mall of Louisiana Borrower’s operating account unless a Trigger Period exists. During a Trigger Period, funds in the lockbox are required to be transferred daily to a cash management account under the sole control of the lender for the payment of, among other things, debt service, monthly escrows and operating expenses with all excess cash being deposited to an excess cash reserve to be held as additional security for the Mall of Louisiana Whole Loan.

Property Management. The Mall of Louisiana Property is managed by an affiliate of the Mall of Louisiana Borrower.

Assumption. The Mall of Louisiana Borrower has the right to transfer the Mall of Louisiana Property provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the Mall of Louisiana Property will be managed by a qualifying manager; (iii) a replacement guarantor has assumed the obligations of the Mall of Louisiana Whole Loan guarantor; (iv) the lender has received a non-consolidation opinion; and (v) the transferee is a qualified transferee.

Partial Release. The Mall of Louisiana Borrower may obtain the release of any vacant, non-income producing, unimproved parcel or outlot (including “air rights” parcels), any expansion parcel or the Picardy Street Extension Parcel (as defined below) in connection with a transfer to a person other than a person owned or controlled by the Mall of Louisiana Borrower, provided among other conditions that the following are satisfied: (i) no event of default has occurred and is continuing, and (ii)(A) as it relates to any parcel release other than an expansion parcel release: (a) the lender receives evidence that the parcel is not necessary for the operation of the Mall of Louisiana Property and that it may be readily separated from the Mall of Louisiana Property without material diminution of the value of the Mall of Louisiana Property, (b) lender receives rating agency confirmation (except with respect to a release of the Picardy Street Expansion Parcel so long as it remains vacant, non-income producing and unimproved), (c) the loan to value ratio for the remaining property is less than or equal to 125% provided that the Mall of Louisiana Borrower may prepay the Mall of Louisiana Whole Loan and pay the associated yield maintenance premium in order to meet the required loan to value ratio, or (B) as it relates to the release of an expansion parcel: (x) lender receives evidence that (I) during the time that the expansion parcel was a part of the Mall of Louisiana Property, any tenants that were relocated to the expansion parcel from other areas of the Mall of Louisiana Property have been replaced with tenants of comparable credit quality and paying equal or better rent than the relocated tenants or (II) to the extent existing tenants proposed to be relocated to the expansion parcel after its release, the Mall of Louisiana Borrower has entered into fully executed replacement leases with replacement tenants of comparable credit quality and on rental terms equal or better than the existing tenant, and (y) the release of the expansion parcel does not have a material adverse effect on the use or value of the Mall of Louisiana Property, the priority of the lien of the mortgage, the enforcement of the Mall of Louisiana Whole Loan documents, or the Mall of Louisiana Borrower’s ability to repay the Mall of Louisiana Whole Loan.

The “Picardy Street Extension Parcel” is the portion of land subject to the extension and/or widening of Picardy Street by the City of Baton Rouge.

Real Estate Substitution. The Mall of Louisiana Borrower may obtain the release of a vacant, non-income producing, unimproved parcel, provided among other conditions that the following are satisfied: (i) no event of default has occurred or is continuing, (ii) simultaneous with the substitution, the Mall of Louisiana Borrower acquires an exchange parcel at or adjacent to the Mall of Louisiana Property of reasonably equivalent value to the release parcel, (iii) rating agency confirmation is obtained, and (iv) the loan to value ratio immediately after the substitution is less than or equal to 125%, provided that the Mall of Louisiana Borrower may prepay the Mall of Louisiana Whole Loan and pay the associated yield maintenance premium in order to meet the required loan to value ratio.

Real Estate Expansion. The Mall of Louisiana Borrower may acquire one or more expansion parcels, provided among other conditions that the following are satisfied: (i) no event of default has occurred or is continuing, and (ii) the Mall of Louisiana Borrower acquires fee simple or leasehold interest in the expansion parcel. Any expansion parcel may be released (see “Partial Release” above.)

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MALL OF LOUISIANA

Subordinate and Mezzanine Indebtedness. Not permitted.

Ground Lease. None.

Terrorism Insurance. The Mall of Louisiana Borrower is required to obtain and maintain property insurance, commercial general liability insurance and business interruption insurance that covers acts of terrorism in an amount determined by the lender in its sole discretion (but not to exceed the full replacement cost of the Mall of Louisiana Property and 18-months of business interruption insurance), provided that if the Terrorism Risk Insurance Program Reauthorization Act of 2015 or any extension thereof or substantially similar program (“TRIPRA”) is in effect, the Mall of Louisiana Whole Loan documents provide for an annual terrorism premium cap of two times the cost of the annual premiums for property and business interruption insurance required under the related Mall of Louisiana Whole Loan documents. 

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REDONDO BEACH HOTEL PORTFOLIO

 

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REDONDO BEACH HOTEL PORTFOLIO

 

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No. 7 – Redondo Beach Hotel Portfolio
Loan Information					Property Information
Mortgage Loan Seller:		Bank of America, N.A.			Single Asset/Portfolio:	Portfolio
					Property Type:	Hospitality
Original Principal Balance:		$64,000,000			Specific Property Type:	Various
Cut-off Date Balance:		$64,000,000			Location:	Redondo Beach, CA
% of Initial Pool Balance:		5.3%			Size:	319 Rooms
Loan Purpose:		Refinance			Cut-off Date Balance Per Room:	$200,626.96
Borrower Name:		TRCF Redondo, LLC			Year Built/Renovated:	2014 / NAP
Sponsor:		James Bradley Wagstaff			Title Vesting:	Leasehold
Mortgage Rate:		5.117%			Property Manager:	Evolution Hospitality, LLC
Note Date:		August 7, 2017			4th Most Recent Occupancy (As of):	NAP
Anticipated Repayment Date:		NAP			3rd Most Recent Occupancy (As of):	NAP
Maturity Date:		September 1, 2027			2nd Most Recent Occupancy (As of):	87.9% (12/31/2015)
IO Period:		NAP			Most Recent Occupancy (As of):	90.5% (12/31/2016)
Loan Term (Original):		120 months			Current Occupancy (As of):	91.2% (6/30/2017)
Seasoning:		0 months
Amortization Term (Original):		360 months			Underwriting and Financial Information:
Loan Amortization Type:		Amortizing Balloon
Interest Accrual Method:		Actual/360			4th Most Recent NOI (As of):	NAV
Call Protection:		L(24),D(92),O(4)			3rd Most Recent NOI (As of):	$7,684,072 (12/31/2015)
Lockbox Type:		Soft/Springing Cash Management			2nd Most Recent NOI (As of):	$8,585,492 (12/31/2016)
Additional Debt:		No			Most Recent NOI (As of):	$8,371,358 (TTM 6/30/2017)
Additional Debt Type:		N/A
					U/W Revenues:	$19,280,938
					U/W Expenses:	$11,259,706
					U/W NOI:	$8,021,232
					U/W NCF:	$6,620,265
					U/W NOI DSCR:	1.92x
Escrows and Reserves(1):					U/W NCF DSCR:	1.58x
Type:	Initial		Monthly	Cap (If Any)	U/W NOI Debt Yield:	12.5%
Taxes	$368,514		$92,129	NAP	U/W NCF Debt Yield:	10.3%
Insurance	$0		Springing	NAP	As-Is Appraised Value:	$99,500,000
FF&E Reserve	$0		$63,456	NAP	As-Is Appraisal Valuation Date:	June 29, 2017
Other Reserve	$336,000		$0	NAP	Cut-off Date LTV Ratio:	64.3%
Ground Rent Reserve	$0		$48,750	NAP	LTV Ratio at Maturity or ARD:	53.1%

(1) See “Escrows” section.

The Mortgage Loan. The mortgage loan (the “Redondo Beach Hotel Portfolio Mortgage Loan”) is evidenced by a single promissory note secured by a first mortgage encumbering the leasehold interests in one extended stay hotel (the “Residence Inn by Marriott Redondo Beach Property”) and one select service hotel (the “Hilton Garden Inn Redondo Beach Property”) and, both located in Redondo Beach, California (together, the “Redondo Beach Hotel Portfolio Property”). The Redondo Beach Hotel Portfolio Mortgage Loan was originated on August 7, 2017 by Bank of America, N.A. The Redondo Beach Hotel Portfolio Mortgage Loan had an original principal balance of $64,000,000, has an outstanding principal balance as of the Cut-off Date of $64,000,000 and accrues interest at an interest rate of 5.117% per annum. The Redondo Beach Hotel Portfolio Mortgage Loan had an initial term of 120 months, has a remaining term of 120 months as of the Cut-off Date and requires payments of principal and interest based on a 30-year amortization schedule. The Redondo Beach Hotel Portfolio Mortgage Loan matures on September 1, 2027.

Following the lockout period, the Redondo Beach Hotel Portfolio Borrower has the right to defease the Redondo Beach Hotel Portfolio Mortgage Loan in whole, but not in part, on any date before June 1, 2027. The Redondo Beach Hotel Portfolio Mortgage Loan is prepayable without penalty on or after June 1, 2027.

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REDONDO BEACH HOTEL PORTFOLIO

Sources and Uses

Sources			Uses
Original loan amount	$64,000,000	100.0%	Loan payoff	$56,774,108	88.7%
			Return of equity	$5,789,559	9.0
			Reserves	704,514	1.1
			Closing costs	731,819	1.1
Total Sources	$64,000,000	100.0%	Total Uses	$64,000,000	100.0%

The Property. The Redondo Beach Hotel Portfolio Property is comprised of two adjacent sister properties: the Residence Inn by Marriott Redondo Beach Property and the Hilton Garden Inn Redondo Beach Property.

The following table presents certain information relating to the Redondo Beach Hotel Portfolio Property:

Property Schedule

Property Name/Location	Allocated Cut-Off Date Balance	% of Portfolio Cut-Off Date Balance	Occupancy	Year Built/ Renovated	Rooms	Appraised Value	Allocated LTV
Residence Inn By Marriott Redondo Beach Property 2420 Marine Drive  Redondo Beach, CA 90278	$37,628,141	58.8%	90.5%	2014 / N/A	172	$58,500,000	64.3%
Hilton Garden Inn Redondo Beach Property 2410 Marine Avenue  Redondo Beach, CA 90278	$26,371,859	41.2%	92.0%	2014 / N/A	147	$41,000,000	64.3%
Total/Weighted Average	$64,000,000	100.0%	91.2%		319	$99,500,000

Residence Inn by Marriott Redondo Beach Property. The Residence Inn by Marriott Redondo Beach Property is a four-story, extended stay, all-suite hotel opened in May 2014 that contains 172 guestrooms, a breakfast room, business center, 24-hour market, guest laundry, outdoor swimming pool with hot tub, fitness center, Bar-B-Q area, and 2,157 square feet of flexible meeting space. The guestroom configuration at the Residence Inn by Marriott Redondo Beach Property includes 74 king guestrooms, 37 queen/queen guestrooms, 33 king studios, 24 executive suites and 4 two-bedroom king suites. All rooms feature a pull-out sofabed and kitchenette with stove, full sized refrigerator and microwave. In-room amenities include flat panel TV’s, work desks, complimentary high-speed internet and coffee makers. There are 172 surface parking spaces in a shared lot with the Hilton Garden Inn Redondo Beach Property.

The demand segmentation for the Residence Inn by Marriott Redondo Beach Property is 50% extended stay, 40% transient and 10% group. Top corporate accounts for 2016 included Northrop Grumman (3,642 room nights), Space X (1,778 room nights) and Kinkisharyo Intl (781 room nights).

The Residence Inn by Marriott Redondo Beach Property is managed by Marriott International, Inc. pursuant to a franchise agreement expiring May 1, 2034 with one ten-year extension option.

Hilton Garden Inn Redondo Beach Property. is a four-story, select service hotel opened in May 2014 that contains 147 guestrooms, the Garden Grille & Bar restaurant and bar, evening room service, 24-hour business center, 24-hour market, guest laundry, outdoor swimming pool with hot tub, fitness center, and 2,500 square feet of flexible meeting space. The guestroom configuration at the Hilton Garden Inn Redondo Beach Property includes 67 king guestrooms, 66 queen/queen guestrooms and 14 executive suites. In-room amenities include flat panel TV’s, work desks, complimentary high-speed internet and coffee makers. There are 146 surface parking spaces in a shared lot with the Residence Inn by Marriott Redondo Beach Property.

The demand segmentation for the Hilton Garden Inn Redondo Beach Property is 65% corporate, 30% leisure and 5% group. The top corporate accounts for 2016 were Northrop Grumman (3,966 room nights), Space X (381 room nights) and IBM (364 room nights).

The Hilton Garden Inn Redondo Beach Property is managed by Hilton Garden Inns Franchise LLC pursuant to a franchise agreement expiring February 28, 2034 with no extension options.

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REDONDO BEACH HOTEL PORTFOLIO

The following table presents certain information relating to the historical operating performance and the underwritten net cash flow at the Redondo Beach Hotel Portfolio Property:

Cash Flow Analysis

	2015	2016	6/30/2017 TTM	U/W	% of U/W Total Rev.	U/W $ per Room
Occupancy	87.9%	90.5%	91.2%	91.2%
ADR	$152.22	$164.59	$165.56	$165.56
RevPAR	$133.80	$148.93	$150.93	$150.93
Room Revenue	$15,578,610	$17,387,787	$17,573,033	$17,573,033	91.1%	$55,088
F&B Revenue	633,860	756,050	767,774	767,774	4.0	2,407
Other Income(1)	844,105	874,841	940,131	940,131	4.9	2,947
Total Revenue	$17,056,575	$19,018,678	$19,280,938	$19,280,938	100.0%	$60,442
Total Dept Expenses	3,909,441	4,405,075	4,477,859	4,477,859	23.2	14,037
Gross Op Profit	$13,147,134	$14,613,603	$14,803,079	$14,803,079	76.8%	$46,405
Total Undistrib Exp	4,681,393	5,262,550	5,480,939	5,585,828	29.0	17,510
Profit Before Fixed  Charges	$8,465,741	$9,351,053	$9,322,140	$9,217,251	47.8%	$28,894
Total Fixed Charges	781,669	765,561	950,782	1,196,019	6.2	3,749
Net Op Income	$7,684,072	$8,585,492	$8,371,358	$8,021,232	41.6%	$25,145
FF&E	0	0	0	771,238	4.0	2,418
Ground Rent(2)	542,565	584,960	506,946	629,729	3.3	1,974
Net Cash Flow	$7,141,507	$8,000,532	$7,864,412	$6,620,265	34.3%	$20,753
NOI DSCR	1.84x	2.05x	2.00x	1.92x
NCF DSCR	1.71x	1.91x	1.88x	1.58x
NOI DY	12.0%	13.4%	13.1%	12.5%
NCF DY	11.2%	12.5%	12.3%	10.3%

(1) Other Income includes parking revenue, guest laundry, vending commissions, gift shop revenue and other miscellaneous income.

(2) U/W Ground Rent is based on 15-year average payments.

Appraisal. As of the appraisal valuation date of June 29, 2017, the Redondo Beach Hotel Portfolio Property had an aggregate “as-is” appraised value of $99,500,000.

Environmental Matters. According to Phase I environmental assessments dated July 5, 2017, there was a recognized environmental condition identified at the Redondo Beach Hotel Portfolio Property due to a neighboring property (748 feet east-southeast of the Redondo Beach Hotel Portfolio Property) having a release of solvents as a result of an underground storage tank removal, which was remediated and has been monitored since 1986 and will continue to be monitored until the site is closed by the Los Angeles Regional Water Quality Control Board. Due to the low and decreasing levels of volatile organic compounds recently sampled, the environmental assessments concluded that there is not currently a significant environmental concern.

Ground Lease. The Residence Inn by Marriott Redondo Beach Property and the Hilton Garden Inn Redondo Beach Property improvements are subject to separate ground leases with Redondo Industrial Park LLC as ground lessor. The ground leases are each dated February 28, 2013 and expire on August 31, 2109. The ground leases require a current annual payment of $220,000 and $176,000, respectively, for the Residence Inn by Marriott Redondo Beach Property and the Hilton Garden Inn Redondo Beach Property. Both ground leases require a 10% increase every five years, with the next increases to occur on September 1, 2020, and rent resets to 1/12th of 9.0% of fair market value on September 1, 2045 and September 1, 2080.

The Redondo Beach Hotel Portfolio Property’s 2.09-acre land area which includes the parking areas for the Residence Inn by Marriott Redondo Beach Property and the Hilton Garden Inn Redondo Beach Property is subject to a ground lease with the City of Redondo Beach as ground lessor. The ground lease is dated November 30, 2012 and expires on August 31, 2109. The ground lease requires a current annual payment of $70,000, with a 10% increase every five years (the next increase to occur on November 30, 2017) and rent resets to 1/12^th of 9.0% of fair market value on November 30, 2047, November 30, 2057, November 30, 2072 and November 30, 2102. The ground lease also requires payment of 1% of the gross receipts from the Residence Inn by Marriott Redondo Beach Property and the Hilton Garden Inn Redondo Beach Property in excess of the monthly ground rent, to be renegotiated on the thirty-fifth anniversary of the rent commencement date and on every tenth anniversary of the rent commencement date thereafter.

Market Overview and Competition. The Redondo Beach Hotel Portfolio Property is located in Redondo Beach, California, directly off Interstate 405 (whereby 271,000 cars pass daily), 2.7 miles south of its interchange with Interstate 105. Major corporations within the market include Northrop Grumman, Raytheon, AT&T, Chevron, Exxon, Sketchers and Mattel. The unemployment rate in the city of Redondo Beach was 2.5% as of April 2017.

The Redondo Beach Hotel Portfolio Property is proximate to several major corporate campuses including the Northrop Grumman Corporation campus (0.7 miles west) serving as the headquarters for the Aerospace Systems division, and the Raytheon Space and Airborne Systems campus (3.6 miles northwest). Also within a five-mile radius are several retail and entertainment facilities including Redondo Beach Pier and King Harbor, Hermosa Beach Pier, Manhattan Beach Pier and the Galleria at South Bay. Los Angeles International Airport (“LAX”), the fourth busiest passenger airport and 14^th largest air cargo processor in the world, is 5.9

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REDONDO BEACH HOTEL PORTFOLIO

miles north of the Redondo Beach Hotel Portfolio Property and Hawthorne Municipal Airport (also known as Jack Northrop Field), a reliever airport for LAX that also houses Northrop Grumman Aviation, Inc., is 3.7 miles northeast of the Redondo Beach Hotel Portfolio Property. Los Angeles Air Force Base is 2.6 miles north of the Redondo Beach Hotel Portfolio Property. Downtown Los Angeles is 19.0 miles north of the Redondo Beach Hotel Portfolio Property.

As of 2017, the estimated population within a three- and five-mile radius of the Redondo Beach Hotel Portfolio Property was 286,900 and 586,751, respectively, and the average household income within the same radii was $109,493 and $96,302, respectively.

The only recent or anticipated competitive supply noted by the appraiser was a 184-room Homewood Suites which opened in May 2017 (also developed by Redondo Beach Hotel Portfolio sponsor) that is competitive to the Residence Inn by Marriott Redondo Beach Property, and a 152-room Cambria Suites which opened in May 2017 that is competitive to the Hilton Garden Inn Redondo Beach Property.

The following table presents certain information relating to the Redondo Beach Hotel Portfolio Property’s competitive sets:

Subject and Market Historical Occupancy, ADR and RevPAR⁽¹⁾

	Competitive Set			Residence Inn by Marriott Redondo Beach Property			Penetration Factor
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
6/30/2017 TTM	90.7%	$166.72	$151.15	90.8%	$172.70	$156.89	100.2%	103.6%	103.8%
12/31/2016	89.6%	$166.87	$149.49	90.3%	$170.91	$154.31	100.8%	102.4%	103.2%
12/31/2015	87.1%	$158.58	$138.10	88.6%	$158.47	$140.41	101.7%	99.9%	101.7%
	Competitive Set			Hilton Garden Inn Redondo Beach Property			Penetration Factor
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
6/30/2017 TTM	89.5%	$163.41	$146.29	92.0%	$156.12	$143.64	102.8%	95.5%	98.2%
12/31/2016	89.8%	$164.82	$148.03	91.3%	$156.02	$142.52	101.7%	94.7%	96.3%
12/31/2015	86.5%	$156.61	$135.51	87.8%	$143.58	$126.01	101.4%	91.7%	93.0%

(1) Information obtained from a third party hospitality research report.

The Borrower. The borrower is TRCF Redondo, LLC (the “Redondo Beach Hotel Portfolio Borrower”), a Delaware limited liability company with at least two independent directors. Legal counsel to the Redondo Beach Hotel Portfolio Borrower delivered a non-consolidation opinion in connection with the origination of the Redondo Beach Hotel Portfolio Mortgage Loan. James Bradley Wagstaff is a 47.9% owner of TRCF Redondo, LLC (with 52.9% voting rights) and is the guarantor of certain nonrecourse carveouts under the Redondo Beach Hotel Portfolio Mortgage Loan.

The Sponsor. The sponsor is James Bradley Wagstaff. Mr. Wagstaff has over 15 years of experience in real estate development, finance, investment and acquisitions and is the owner and managing partner of Mogul Capital. Mogul Capital was formed in 2005 as a specialty real estate development fund. Since inception, Mogul Capital has acquired, developed and invested in over $125 million in real estate projects and approximately $245 million in equity, debt and sale-leaseback financings.

The sponsor is required by the Redondo Beach Hotel Portfolio Mortgage Loan documents to maintain a minimum net worth of $32,000,000 and a minimum liquidity of $1,500,000.

Escrows. The Redondo Beach Hotel Portfolio Borrower deposited at loan origination $368,514 for real estate taxes and is required to deposit monthly 1/12^th the estimated annual real estate taxes (currently $92,129). The Redondo Beach Hotel Portfolio Borrower is additionally required to deposit monthly (i) 1/12^th the estimated annual insurance premiums (unless the Redondo Beach Hotel Portfolio Property is covered by a blanket policy); (ii) an FF&E reserve deposit (currently $63,456) adjusted annually to be the greater of (x) the amount required by the franchisor under the franchise agreement and (y) 1/12^th of 4% of the operating income for the preceding year; and (iii) 1/12^th the ground rent payments due (currently $48,750).

The Redondo Beach Hotel Portfolio Borrower deposited at loan origination $336,000 in connection with a breach of contract dispute with US Hotel Advisors, a mortgage brokerage firm, which amount will be released upon settlement of the related dispute, dismissal of the related dispute or entry of non-appealable judgement regarding the related dispute.

Lockbox and Cash Management. The Redondo Beach Hotel Portfolio Borrower has established a lockbox account into which all rents are required to be deposited. Upon a Cash Sweep Period (as defined below) all funds in the lockbox account are required to be swept on each business day to a lender-controlled cash management account for payment of among other things debt service, monthly escrows and operating expenses with all excess cash to be deposited to an excess cash reserve to be held as additional security for the Redondo Beach Hotel Portfolio Mortgage Loan for so long as a Cash Sweep Period exists.

A “Cash Sweep Period” will commence upon the debt service coverage ratio falling below 1.20x for two consecutive calendar quarters and will end upon the debt service coverage ratio equaling or exceeding 1.20x for two consecutive calendar quarters.

Property Management. The Residence Inn by Marriott Redondo Beach Property and the Hilton Garden Inn Redondo Beach Property are managed under separate management agreements by Evolution Hospitality, LLC expiring May 2019 (60 months from opening), each with one two-year extension option and one three-year extension option. Evolution Hospitality, LLC is a San Clemente, California based company with 27 hotels under management in Southern California.

A-3-71 

REDONDO BEACH HOTEL PORTFOLIO

Assumption. Following six months from the loan origination date of the Redondo Beach Hotel Portfolio Mortgage Loan, the Redondo Beach Hotel Portfolio Borrower has a right to transfer the Redondo Beach Hotel Portfolio Property provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the lender reasonably determines that the proposed transferee satisfies the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; (iii) a replacement guarantor assumes the obligations of the Redondo Beach Hotel Portfolio guarantor; and (iv) if required by the lender, the lender has received confirmation from Fitch, DBRS and Moody’s that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2017-BNK7 certificates.

Partial Release. Not permitted.

Real Estate Substitution. Not permitted.

Subordinate and Mezzanine Indebtedness. Not permitted.

Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the Redondo Beach Hotel Portfolio Borrower provide coverage for acts of terrorism in an amount equal to the full replacement cost of the Redondo Beach Hotel Portfolio Property, provided that if the Terrorism Risk Insurance Program Reauthorization Act of 2007 or any extension thereof or substantially similar program (TRIPRA) is in effect, the Redondo Beach Hotel Portfolio Mortgage Loan documents provide for an annual terrorism premium cap of two times the cost of the annual premiums for property and business interruption insurance required under the related Redondo Beach Hotel Portfolio Mortgage Loan documents.

Earthquake Insurance.  The Redondo Beach Hotel Portfolio Mortgage Loan documents do not require earthquake insurance. The seismic report indicated a probable maximum loss of less than 5.0% for the Residence Inn by Marriott Redondo Beach Property and 6.0% for the Hilton Garden Inn Redondo Beach Property.

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A-3-73 

THE CHURCHILL 

 

A-3-74 

THE CHURCHILL 

 

A-3-75 

No. 8 – The Churchill
Loan Information				Property Information
Mortgage Loan Seller:	Morgan Stanley Mortgage Capital Holdings LLC			Single Asset/Portfolio:	Single Asset
				Property Type:	Multifamily
Original Principal Balance:	$49,000,000			Specific Property Type:	Cooperative
Cut-off Date Balance:	$49,000,000			Location:	New York, NY
% of Initial Pool Balance:	4.0%			Size:	587 Units
Loan Purpose:	Refinance			Cut-off Date Balance Per Unit:	$83,475
Borrower Name:	Churchill Owners Corp.			Year Built/Renovated:	1967/2016
Sponsor(1):	None			Title Vesting:	Fee
Mortgage Rate:	3.288%			Property Manager:	Rose-Terra Management LLC
Note Date:	August 4, 2017			4th Most Recent Occupancy(4):	NAP
Anticipated Repayment Date:	NAP			3rd Most Recent Occupancy(4):	NAP
Maturity Date:	September 1, 2027			2nd Most Recent Occupancy(4):	NAP
IO Period:	120 months			Most Recent Occupancy(4):	NAP
Loan Term (Original):	120 months			Current Occupancy (As of)(4):	95.0% (6/29/2017)
Seasoning:	0 months
Amortization Term (Original):	NAP			Underwriting and Financial Information:
Loan Amortization Type:	Interest-only, Balloon			4th Most Recent NOI(5):	NAV
Interest Accrual Method:	Actual/360			3rd Most Recent NOI(5):	NAV
Call Protection:	L(23),GRTR 1% or YM(93),O(4)			2nd Most Recent NOI(5):	NAV
Lockbox Type:	None			Most Recent NOI(5):	NAV
Additional Debt(2):	Yes
Additional Debt Type(2):	Future Subordinate Debt			U/W Revenues(5):	$22,400,194
				U/W Expenses(5):	$12,120,905
				U/W NOI(5):	$10,279,289
				U/W NCF(5):	$10,073,839
				U/W NOI DSCR(5):	6.29x
				U/W NCF DSCR(5):	6.17x
				U/W NOI Debt Yield(5):	21.0%
Escrows and Reserves(3) :				U/W NCF Debt Yield(5):	20.6%
				As-Is Appraised Value(6):	$516,000,000
Type:	Initial	Monthly	Cap (If Any)	As-Is Appraisal Valuation Date:	June 29, 2017
Taxes	$1,567,769	$522,590	NAP	Cut-off Date LTV Ratio(6):	9.5%
Insurance	$0	Springing	NAP	LTV Ratio at Maturity or ARD(6):	9.5%
Replacement Reserves	$0	$0	NAP	Coop-Rental Value(7):	$275,000,000
Capital Improvements	$0	$0	NAP	Coop-LTV as Rental(7):	17.8%

(1) See “The Sponsor” section.

(2) See “Subordinate and Mezzanine Indebtedness” section.

(3) See “Escrows” section.

(4) See “Historical Occupancy” section.

(5) See “Cash Flow Analysis” section.

(6) The As-Is Appraised Value represents the estimated gross sellout value of all cooperative units (as cooperative units) at The Churchill Property cooperative, assuming the units other than the coop sponsor-owned units were sold individually, and the sponsor units were sold in bulk, plus the existing debt (prior to the mortgage loan) of $33,000,000. Such estimate does not represent a market value. The Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD are based on such As-Is Appraised Value. See “Description of the Mortgage Pool-Certain Characteristics of Mortgage Loans Secured by Residential Cooperatives” in the Prospectus.

(7) The Coop-Rental Value and the Coop-LTV as Rental assumes The Churchill Property (as defined below) is operated as a multifamily rental property. See “Risk Factors—Risks Relating to the Mortgage Loans—Residential Cooperative Properties Have Special Risks,” and “Description of the Mortgage Pool-Property Types-Multifamily Properties” in the Prospectus.

The Mortgage Loan. The mortgage loan (“The Churchill Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering a multifamily residential cooperative building located in New York, New York (“The Churchill Property”). The Churchill Mortgage Loan was originated on August 4, 2017 by Morgan Stanley Bank, N.A. The Churchill Mortgage Loan had an original principal balance of $49,000,000, has an outstanding principal balance as of the Cut-off Date of $49,000,000, and accrues interest at a rate of 3.288% per annum. The Churchill Mortgage Loan had an initial term of 120 months, has a remaining term of 120 months as of the Cut-off Date and requires interest-only payments through the term of The Churchill Mortgage Loan. The Churchill Mortgage Loan matures on September 1, 2027.

Following the lockout period, the borrower has the right to prepay The Churchill Mortgage Loan in whole, but not in part, on any date before June 1, 2027 provided the borrower pays the greater of a yield maintenance premium or a prepayment premium equal to 1.0% of the principal amount being prepaid. In addition, The Churchill Mortgage Loan is prepayable without penalty on and after the monthly payment date in June 2027.

A-3-76 

THE CHURCHILL 

Sources and Uses

Sources			Uses
Original loan amount	$49,000,000	100.0%	Loan payoff	$36,293,258	74.1%
			Reserves	1,567,769	3.2
			Closing costs	955,837	2.0
			Proceeds to borrower	10,183,136	20.8
Total Sources	$49,000,000	100.0%	Total Uses	$49,000,000	100.0%

The Property. The Churchill Property consists of 587 units in a 32-story residential cooperative apartment building located in New York, New York. The Churchill Property is situated in Midtown Manhattan, with frontage at both the northeast corner of Second Avenue and 39th Street and the southeast corner of Second Avenue and 40th Street. The Churchill Property was built in 1967, converted by the coop sponsor, Churchill Capital, to cooperative ownership in 1991 and renovated between 2012 and 2016. Renovations at The Churchill Property between 2012 and 2016 totaled approximately $6.8 million and included upgrades to all hallways and roof level common areas (including the gym), freight elevator modernization, boiler replacement, back-up generator installation, and conversion to dual fuel. As of July 21, 2017, The Churchill Property is 89.1% (523 units) shareholder-owned and 10.9% (64 units) coop sponsor owned. The units owned by the coop sponsor are leased pursuant to rent stabilized leases. As of July 2017, the aggregate rent for coop sponsor-owned units was $1,254,500 and the aggregate maintenance on such units was $1,357,500, reflecting a net annual shortfall of approximately $103,000. As of May 3, 2017, approximately 144 tenant-owned units were subleased by the owners of such units.

The Churchill Property features a roof top deck with panoramic New York City skyline views, a heated swimming pool, a kiddie pool and a lounge area. Other amenities at The Churchill Property includes a fitness center, tenant lounge, units with private terraces, storage rooms, laundry rooms on each floor, concierge service, valet service, a laundry take-out service and a 24-hour doorman. In addition, there is a two-level, 235 space underground parking garage beneath the building (the “Parking Garage Unit”), which charges at an hourly rate and is not part of the collateral.

The Churchill Property comprises one of three condominium units within its building; the other two condominium units comprise (i) the Parking Garage Unit and (ii) a portion of the second floor occupied by two office tenants (a dentist and a construction management company) (the “Commercial Unit”), both of which are not included in the collateral. The Churchill Property condominium unit represents a 96.92% interest in the common elements of the condominium, and has the right to appoint three of the five condominium board members, and accordingly controls the condominium.

The following table presents certain information relating to the residential unit mix of The Churchill Property:

Unit Mix Summary⁽¹⁾

Unit Type	No. of Units	% of Total Units	Unit Size (SF)(2)	Total Net SF
Studio	208	35.4	541	112,541
1 Bedroom	320	54.5	841	269,262
2 Bedroom	59	10.1	1,259	74,281
Total/Weighted Average	587	100.0	777	456,084

(1) Information obtained from the appraisal.

(2) Unit sizes are reflective of average sizes for each of the respective unit types.

The following table presents historical occupancy percentages at The Churchill Property:

Historical Occupancy

12/31/2013(1)	12/31/2014(1)	12/31/2015(1)	12/31/2016(1)	6/29/2017(2)
NAP	NAP	NAP	NAP	95.0%

(1) Historical occupancy is not reported as all units are owned by either shareholders or the coop sponsor.

(2) Occupancy reported as of July 5, 2017 reflects the vacancy assumption in the related appraisal for purposes of determining the appraised value of The Churchill Property as a multifamily rental property (i.e., the Coop - Rental Value) as of the appraisal valuation date.

A-3-77 

THE CHURCHILL 

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

Cash Flow Analysis⁽¹⁾

	U/W	% of U/W Effective Gross Income	U/W $ per Unit
Gross Rental Income	$23,158,099	103.4%	$39,452
Other Income(2)	400,000	1.8	681
Less Vacancy & Credit Loss(3)	(1,157,905)	(5.2)	(1,973)
Effective Gross Income	$22,400,194	100.0%	$38,160
Total Operating Expenses	$12,120,905	54.1%	$20,649
Net Operating Income	$10,279,289	45.9%	$17,512
Reserves	205,450	0.9	350
Net Cash Flow	$10,073,839	45.0%	$17,162
NOI DSCR	6.29x
NCF DSCR	6.17x
NOI DY	21.0%
NCF DY	20.6%

(1) Residential cooperatives are generally organized and operated as not-for-profit entities that set maintenance fees to cover current expenses and plan for future capital needs. The U/W Net Operating Income and the U/W Net Cash Flow for The Churchill Property are the projected net operating income and the projected net cash flow, respectively, reflected in the appraisal. The projected net operating income, in general, equals projected effective gross income at the property assuming such property is operated as a rental property with rents and other income set at the prevailing market rates, reduced by underwritten property operating expenses and a market-rate vacancy assumption – in each case as determined by the appraiser. The projected net cash flow equals the projected net operating income reduced by the projected replacement reserves – as determined by the appraiser. The projected rental income used in such determinations differs materially from the scheduled monthly maintenance payments from the tenant-shareholders at such property.

(2) Other Income is comprised of laundry, storage, moving fees, and roof level rental revenues.

(3) The vacancy reported reflects the vacancy assumption in the related appraisal for purposes of determining the appraised value of The Churchill Property as a multifamily rental property.

Appraisal. As of the appraisal valuation date of June 29, 2017, The Churchill Property had an “as-is” appraised value of $516,000,000. The “as-is” appraised value represents the estimated gross sellout value of all cooperative units (as cooperative units) at The Churchill Property cooperative, assuming the units other than the coop sponsor-owned units were sold individually, and the sponsor units were sold in bulk, plus the existing debt (prior to the mortgage loan) of $33,000,000. Such estimate does not represent a market value. See “Description of the Mortgage Pool-Certain Characteristics of Mortgage Loans Secured by Residential Cooperatives” in the Prospectus.

As of the appraisal valuation date of June 29, 2017, The Churchill Property had a “coop-rental value” appraised value of $275,000,000. The coop-rental value assumes The Churchill Property is operated as a multifamily rental property.

Environmental Matters. According to a Phase I environmental assessment dated July 6, 2017, there are no recognized environmental conditions at The Churchill Property.

Market Overview and Competition. The Churchill Property is located in Midtown Manhattan, with frontage at both the northeast corner of Second Avenue and 39th Street and the southeast corner of Second Avenue and 40th Street.

The Churchill Property is situated within walking distance of Grand Central Terminal, Bryant Park, the New York Public Library and the United Nations Headquarters. Grand Central Terminal provides convenient access to transportation including subway service along the 4, 5, 6, 7 and S lines. Penn Station and Port Authority are also accessible via the subway, connecting The Churchill Property to the major rail lines in the New York tristate area, namely Metro-North Railroad, Long Island Rail Road, Amtrak and New Jersey Transit. The Churchill Property is also adjacent to the entrance street to the Queens Midtown Tunnel, providing vehicular access to various Long Island thoroughfares, and is two blocks south of the entrance to the FDR Drive.

According to a third-party market research report, as of the first quarter of 2017 the vacancy rate for multifamily properties in New York City was approximately 3.6%. According to the appraisal, The Churchill Property is located in the Stuyvesant/Turtle Bay multifamily submarket of Manhattan. According to a third-party market research report, the Stuyvesant/Turtle Bay multifamily submarket reported a multifamily inventory of 23,048 units and vacancy rate of 2.6% as of the first quarter of 2017.

A-3-78 

THE CHURCHILL 

The following table presents certain information relating to comparable multifamily rental properties to The Churchill Property:

Competitive Set⁽¹⁾

				Average Rent (per unit)
	Location	Property Type	Number of Units	Studio	1 BR	2 BR
The Churchill (Subject)(2)	New York, NY	High Rise	587	$2,794	$3,523	$4,983
5 Tudor City Place	New York, NY	High Rise	788	$1,994	$2,800	NAP
250 East 40th Street	New York, NY	High Rise	232	$2,699	$3,427	$5,199
235 East 40th Street	New York, NY	High Rise	362	$2,550	$3,583	$4,669
330 East 38th Street	New York, NY	High Rise	817	$2,805	$4,018	$5,322
279 East 44th Street	New York, NY	High Rise	244	$2,460	$3,497	$3,864
415 East 37th Street	New York, NY	High Rise	443	$2,900	$3,621	$8,875

(1) Information obtained from the appraisal and a third party market research report.

(2) Average Rent (per unit) for The Churchill Property is based on current subleases (and does not include leases of the rent stabilized units owned by the coop sponsor). There are 64 rent stabilized units owned by the coop sponsor at The Churchill Property which have average rents of $1,090 for studio units, $1,798 for one bedroom units and $2,249 for two bedroom units.

The Borrower. The borrower is Churchill Owners Corp., a cooperative housing corporation organized under the laws of the State of New York.

The Sponsor. The Churchill Mortgage Loan is secured by a first priority fee mortgage encumbering The Churchill Property. No individual or entity (other than the borrower) has recourse obligations with respect to The Churchill Mortgage Loan, including pursuant to any guaranty or environmental indemnity.

Escrows. An upfront escrow in the amount of $1,567,769 was collected for real estate taxes. The loan documents also provide for ongoing monthly reserves for real estate taxes. The loan documents do not require initial or ongoing monthly reserves for insurance so long as there is no event of default and the liability and casualty policies maintained by the borrower covering The Churchill Property are part of a blanket or umbrella policy approved by the lender in its reasonable discretion.

Lockbox and Cash Management. None.

Property Management. The Churchill Property is managed by Rose-Terra Management LLC, which is an affiliate of the coop sponsor.

Assumption. Not permitted. Tenant shareholders at The Churchill Property are generally permitted to sell or pledge their shares without limitation.

Partial Release. Not permitted.

Real Estate Substitution. Not permitted.

Subordinate and Mezzanine Indebtedness. The Churchill Property does not, as of the Cut-off Date, have any additional secured indebtedness. However, the borrower is permitted to incur additional subordinate indebtedness secured by The Churchill Property, subject to the lender’s prior written consent (which may not be unreasonably withheld, conditioned or delayed), provided that certain conditions are satisfied, including but not limited to: (i) the aggregate loan-to-value ratio with respect to The Churchill Mortgage Loan and such additional financing may not exceed 40% (determined, if prior to the third anniversary of the loan origination date, based on the appraisal delivered in connection with loan origination, and thereafter, based on an updated appraisal); (ii) the subordinate lender enters into a subordination and standstill agreement in form and substance reasonably acceptable to the lender, which provides that the subordinate debt is subordinate to The Churchill Mortgage Loan, that payments under such additional indebtedness may be made by the borrower only to the extent of “excess cash flow” available after payment of all amounts payable under The Churchill Mortgage Loan documents and all of The Churchill Property-level operating expenses, and that the subordinate lender may not exercise any remedies in connection with a default under the additional indebtedness so long as any portion of The Churchill Mortgage Loan remains outstanding; and (iii) such additional indebtedness shall have a maturity date that is either co-terminous with or extends beyond the term of The Churchill Mortgage Loan.

Ground Lease. None.

Terrorism Insurance. The loan documents require an “all risk” insurance policy to be maintained by the borrower to provide coverage for terrorism in an amount equal to the full replacement cost of The Churchill Property, as well as business income insurance covering no less than the 12-month period following the occurrence of a casualty event; provided that, if the Terrorism Risk Insurance Program Reauthorization Act of 2015 or extension thereof or similar federal governmental program (“TRIPRA”) is in effect and continues to cover both foreign and domestic acts of terrorism, the lender is required to accept terrorism insurance with coverage against “covered acts” within the meaning of TRIPRA.

Windstorm Insurance. The loan documents require an “all risk” insurance policy to be maintained by the borrower which provides coverage for windstorm damage in an amount equal to the full replacement cost of The Churchill Property and with a deductible not in excess of 5.0% of total insurable value per loss.

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A-3-80 

OVERLOOK AT KING OF PRUSSIA

 

A-3-81 

OVERLOOK AT KING OF PRUSSIA

 

A-3-82 

OVERLOOK AT KING OF PRUSSIA

 

A-3-83 

No. 9 – Overlook at King of Prussia
Loan Information				Property Information
Mortgage Loan Seller:	Wells Fargo Bank, National Association			Single Asset/Portfolio:	Single Asset
				Property Type:	Retail
Original Principal Balance:	$40,800,000			Specific Property Type:	Anchored
Cut-off Date Balance:	$40,800,000			Location:	King of Prussia, PA
% of Initial Pool Balance:	3.4%			Size:	194,736 SF
Loan Purpose:	Refinance			Cut-off Date Balance Per SF:	$209.51
Borrower:	DDRTC Overlook at King of Prussia LLC			Year Built/Renovated:	2000/2015
Borrower Sponsor:	DDRTC Core Retail Fund, LLC			Title Vesting:	Fee
Mortgage Rate:	3.820%			Property Manager:	Self-managed
Note Date:	August 14, 2017			4th Most Recent Occupancy (As of):	100.0% (12/31/2013)
Anticipated Repayment Date:	NAP			3rd Most Recent Occupancy (As of):	100.0% (12/31/2014)
Maturity Date:	September 11, 2027			2nd Most Recent Occupancy (As of):	100.0% (12/31/2015)
IO Period:	120 months			Most Recent Occupancy (As of):	100.0% (9/30/2016)
Loan Term (Original):	120 months			Current Occupancy (As of):	100.0% (7/6/2017)
Seasoning:	0 months
Amortization Term (Original):	NAP			Underwriting and Financial Information:
Loan Amortization Type:	Interest-only, Balloon
Interest Accrual Method:	Actual/360			4th Most Recent NOI (As of):	$4,714,233 (12/31/2014)
Call Protection:	L(36),GRTR 1% or YM(77),O(7)			3rd Most Recent NOI (As of):	$4,707,089 (12/31/2015)
Lockbox Type:	Springing			2nd Most Recent NOI (As of):	$4,924,775 (12/31/2016)
Additional Debt:	None			Most Recent NOI (As of):	$4,911,836 (TTM 6/30/2017)
Additional Debt Type:	NAP			U/W Revenues:	$6,700,754
				U/W Expenses:	$1,715,868
				U/W NOI:	$4,984,886
				U/W NCF:	$4,731,750
				U/W NOI DSCR:	3.15x
Escrows and Reserves(1):				U/W NCF DSCR:	2.99x
				U/W NOI Debt Yield:	12.2%
Type:	Initial	Monthly	Cap (If Any)	U/W NCF Debt Yield:	11.6%
Taxes	$0	Springing	NAP	As-Is Appraised Value:	$77,300,000
Insurance	$0	Springing	NAP	As-Is Appraisal Valuation Date:	July 12, 2017
Replacement Reserve	$0	Springing	NAP	Cut-off Date LTV Ratio:	52.8%
TI/LC Reserve	$442,104	$0	NAP	LTV Ratio at Maturity:	52.8%

(1) See “Escrows” section.

The Mortgage Loan. The mortgage loan (the “Overlook at King of Prussia Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering the fee interest in an anchored retail center located in King of Prussia, Pennsylvania (the “Overlook at King of Prussia Property”). The Overlook at King of Prussia Mortgage Loan was originated on August 14, 2017 by Wells Fargo Bank, National Association. The Overlook at King of Prussia Mortgage Loan had an original principal balance of $40,800,000, has an outstanding principal balance as of the Cut-off Date of $40,800,000 and accrues interest at an interest rate of 3.820% per annum. The Overlook at King of Prussia Mortgage Loan had an initial term of 120 months, has a remaining term of 120 months as of the Cut-off Date and requires interest-only payments through the term of the Overlook at King of Prussia Mortgage Loan. The Overlook at King of Prussia Mortgage Loan matures on September 11, 2027.

Following the lockout period, the borrower has the right to prepay the Overlook at King of Prussia Mortgage Loan in whole, but not in part, on any date before March 11, 2027, provided that the borrower pays the greater of a yield maintenance premium or a prepayment premium equal to 1.0% of the principal amount being prepaid. The lockout period will expire on October 11, 2020. In addition, the Overlook at King of Prussia Mortgage Loan is prepayable without penalty on or after March 11, 2027.

A-3-84 

OVERLOOK AT KING OF PRUSSIA

Sources and Uses

Sources			Uses
Original loan amount	$40,800,000	85.2%	Loan payoff(1)	$47,065,383	98.3%
Borrower sponsors’ new cash contribution	7,069,998	14.8	Reserves	442,104	0.9
			Closing costs	362,511	0.8
Total Sources	$47,869,998	100.0%	Total Uses	$47,869,998	100.0%

(1) The Overlook at King of Prussia Property was previously securitized in BACM 2007-3.

The Property. The Overlook at King of Prussia Property is a 194,736 square foot anchored retail center situated on a 32.4-acre site and located in King of Prussia, Pennsylvania, adjacent to the Simon-owned King of Prussia Mall. Constructed in 2000 and 2003 and renovated in 2015, the Overlook at King of Prussia Property consists of five buildings and is currently 100.0% occupied by six tenants. The Overlook at King of Prussia Property is anchored by the United Artists Theaters (“UAT”; 44.2% of underwritten base rent), a subsidiary of Regal Cinemas, which operates a 16-screen, 81,365 square foot freestanding movie theater subject to a 25-year ground lease through December 2025. In addition to UAT, three tenants totaling 14.8% of underwritten base rent are subject to ground leases and own their improvements (Champps Restaurant, Bahama Breeze and iFly Indoor Skydiving). The Overlook at King of Prussia Property has 1,765 surface parking spaces, resulting in a parking ratio of 9.1 per 1,000 square feet. The Overlook at King of Prussia Property has averaged 99.0% occupancy over the past 10 years, and is 100.0% occupied as of July 6, 2017.

The following table presents certain information relating to the tenancy at the Overlook at King of Prussia Property:

Major Tenants⁽¹⁾

Tenant Name	Credit Rating (Fitch/ Moody’s/ S&P)(2)	Tenant NRSF	% of NRSF	Annual U/W Base Rent PSF	Annual U/W Base Rent	% of Total Annual U/W Base Rent	Sales PSF(3)	Occupancy Cost(3)	Lease Expiration Date
Anchor Tenants
United Artists Theatre(4)	B+/B1/BB-	81,365	41.8%	$30.36	$2,470,454	44.2%	$606,685(5)	8.0%	12/31/2025(6)
Best Buy	BBB-/Baa1/BBB-	43,405	22.3%	$31.50	$1,367,258	24.5%	NAV	NAV	1/31/2022(7)
Saks Off Fifth	NR/B2/B	41,589	21.4%	$22.27	$926,049	16.6%	NAV	NAV	4/30/2027(8)
Total Anchor Tenants		166,359	85.4%	$28.64	$4,763,761	85.2%
Major Tenants
Champps Restaurant(4)	NR/NR/NR	10,538	5.4%	$38.24	$403,000	7.2%	NAV	NAV	2/28/2027(9)
Bahama Breeze(4)	NR/NR/NR	11,409	5.9%	$25.32	$288,827	5.2%	NAV	NAV	6/30/2022(10)
iFly Indoor Skydiving(4)	NR/NR/NR	6,430	3.3%	$21.00	$135,000	2.4%	NAV	NAV	1/31/2031(11)
Total Major Tenants		28,377	14.6%	$29.14	$826,827	14.8%
Occupied Collateral Total		194,736	100.0%	$28.71	$5,590,588	100.0%
Vacant Space		0	0.0%
Collateral Total		194,736	100%

(1) Information obtained from the underwritten rent roll.

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

(3) Sales PSF and Occupancy Costs are for the 2016 full year period.

(4) Tenant is subject to a ground lease and owns its improvements.

(5) Sales shown are on a per-screen basis. UAT operates 16 screens at the Overlook at King of Prussia Property.

(6) UAT has one, four-year extension option.

(7) Best Buy has one, five-year extension option and one, four and a half-year extension option.

(8) Saks Off Fifth has three, five-year extension options.

(9) Champps Restaurant has one, five-year extension option.

(10) Bahama Breeze has two, five-year extension options and one, four-year extension option.

(11) iFly Indoor Skydiving has four, five-year extension options.

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The following table presents certain information relating to the lease rollover schedule at the Overlook at King of Prussia 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
2017	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2018	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	2	54,814	28.1%	54,814	28.1%	$1,656,085	29.6%	$30.21
2023	0	0	0.0%	54,814	28.1%	$0	0.0%	$0.00
2024	0	0	0.0%	54,814	28.1%	$0	0.0%	$0.00
2025	1	81,365	41.8%	136,179	69.9%	$2,470,454	44.2%	$30.36
2026	0	0	0.0%	136,179	69.9%	$0	0.0%	$0.00
2027	2	52,127	26.8%	188,306	96.7%	$1,329,049	23.8%	$25.50
Thereafter	1	6,430	3.3%	194,736	100.0%	$135,000	2.4%	$21.00
Vacant	0	0	0.0%	194,736	100.0%	$0	0.0%	$0.00
Total/Weighted Average	6	194,736	100%			$5,590,588	100.0%	$28.71

(1) Information obtained from the underwritten rent roll.

The following table presents historical occupancy percentages at the Overlook at King of Prussia Property:

Historical Occupancy

12/31/2013(1)	12/31/2014(1)	12/31/2015(1)	9/30/2016(1)	7/6/2017(2)
100.0%	100.0%	100.0%	100.0%	100.0%

(1) Information obtained a historical occupancy report

(2) Information obtained from the underwritten rent roll.

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the underwritten net cash flow at the Overlook at King of Prussia Property:

Cash Flow Analysis

	2014	2015	2016	TTM 6/30/2017	U/W	% of U/W Effective Gross Income	U/W $ per SF
Base Rent	$4,911,300	$4,914,366	$5,179,737	$5,235,476	$5,590,588	83.4%	$28.71
Total Reimbursables	1,197,051	1,220,702	1,367,115	1,374,870	1,375,445	20.5	7.06
Other Income	22,125	25,017	13,250	14,750	14,250	0.2	0.07
Less Vacancy & Credit Loss	0	0	0	0	(279,529)(1)	(4.2)	(1.44)
Effective Gross Income	$6,130,476	$6,160,085	$6,560,102	$6,625,096	$6,700,754	100.0%	$34.41
Total Operating Expenses	$1,416,243	$1,452,996	$1,635,327	$1,713,259	$1,715,868	25.6%	$8.81
Net Operating Income	$4,714,233	$4,707,089	$4,924,775	$4,911,836	$4,984,886	74.4%	$25.60
Replacement Reserves	0	0	0	0	29,210	0.4	0.15
TI/LC	0	0	0	0	223,926	3.3	1.15
Net Cash Flow	$4,714,233	$4,707,089	$4,924,775	$4,911,836	$4,731,750	70.6%	$24.30
NOI DSCR	2.98x	2.98x	3.12x	3.11x	3.15x
NCF DSCR	2.98x	2.98x	3.12x	3.11x	2.99x
NOI DY	11.6%	11.5%	12.1%	12.0%	12.2%
NCF DY	11.6%	11.5%	12.1%	12.0%	11.6%

(1) The underwritten economic vacancy is 5.0%. The Overlook at King of Prussia Property was 100.0% physically occupied as of July 6, 2017.

Appraisal. As of the appraisal valuation date of July 12, 2017, the Overlook at King of Prussia Property had an “as-is” appraised value of $77,300,000.

Environmental Matters. According to the Phase I environmental site assessment dated November 8, 2016, the Overlook at King of Prussia Property has been impacted by an off-site release of tetrachloroethene (“PCE”) from a former water tank on a parcel owned by Lockheed Martin located south of the Overlook at King of Prussia Property, which the Phase I consultant considered a recognized environmental condition (“REC”). Lockheed Martin is monitoring the groundwater and actively working towards attaining Pennsylvania Department of Environmental Protection Act 2 Compliance. Based on information provided by Lockheed Martin, shallow groundwater in the surrounding area is located between 115 feet and 180 feet below the ground surface. Although the impacted groundwater beneath the Overlook at King of Prussia Property is considered an REC, given the depth of the groundwater, the relatively low concentrations, and since the Overlook at King of Prussia Property has not been named as a responsibly party, an

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agent or contributor to the contamination, no further investigation was recommended by the Phase I consultant and this identified contamination is not considered a threat to the occupants of the Overlook at King of Prussia Property.

Market Overview and Comparable Properties. The Overlook at King of Prussia Property is located in Upper Merion Township, Pennsylvania, approximately 19.5 miles northwest of the Philadelphia central business district. The Overlook at King of Prussia Property is located on the northeast corner of Goddard Boulevard and Mall Boulevard, adjacent to the Simon-owned King of Prussia Mall, which is rated A++ by Green Street Advisors. King of Prussia Mall is a 2.8 million square foot luxury mall with numerous upscale retailers and is the largest shopping mall in the United States of America in terms of leasable retail space. The Overlook at King of Prussia Property benefits from its location directly south of the Pennsylvania Turnpike and directly north of Interstate 76 (Schuylkill Expressway). The surrounding area is improved with complementary retail and commercial uses, including the Hyatt House and Crowne Plaza hotels, The Capital Grille, Toys R Us, and Costco Wholesale. According to the appraisal, the 2016 estimated population within a three- and five-mile radius of the Overlook at King of Prussia Property was 54,503 and 173,196, respectively; while the 2016 estimated average household income within a three- and five-mile radius was $115,828 and $113,881, respectively.

According to a third party market report, the Overlook at King of Prussia Property is located within the King of Prussia/Wayne submarket which contains approximately 7.9 million square feet of retail space with a 2.5% vacancy rate and an average asking rental rate of $37.71 per square foot, gross. Further, the appraiser identified a competitive set of seven retail properties totaling approximately 4.0 million square feet within 2.2 miles of the Overlook at King of Prussia Property, which reported a weighted average occupancy rate of approximately 95.5%.

The following table presents certain information relating to comparable properties to the Overlook at King of Prussia Property:

Competitive Properties⁽¹⁾

	Overlook at King of Prussia (Subject)	King of Prussia Mall	Courtside Square	Valley Forge Center	King of Prussia Town Center	King of Prussia Center	Henderson Square	Dekalb Plaza
Location	King of Prussia, PA	King of Prussia, PA	King of Prussia, PA	King of Prussia, PA	King of Prussia, PA	King of Prussia, PA	King of Prussia, PA	King of Prussia, PA
Distance from Subject	--	Adjacent	1.0 mile	1.4 miles	1.5 miles	1.7 miles	1.8 miles	2.2 miles
Year Built/Renovated	2000/2015	1995/2016	1970/NAP	1956/1997	2012/NAP	1995/NAP	2000/NAP	1993/NAP
Anchors	United Artist Theatres, Saks Off Fifth, Best Buy	Bloomingdale’s, Neiman Marcus, Macy’s, Nordstrom	E*Trade, Willner Properties, The Melting Pot	Target, Bed Bath and Beyond, Michaels, K&G Men’s Store	Wegmans, LA Fitness, Nordstrom Rack, REI	Men’s Warehouse, Sam Ash Music, Walgreen’s	Giant Food, CVS Pharmacy, Avalon Flooring	Acme Markets, Bob’s Discount Furniture, Lakeshore
Total GLA	193,4736 SF	2,832,000 SF	119,108 SF	354,483 SF	407,728 SF	70,000 SF	107,344 SF	102,002 SF
Total Occupancy	100.0%	96.0%	92.0%	98.0%	91.0%	100.0%	91.0%	97.0%

(1) Information obtained from the appraisal and underwritten rent roll.

The Borrower. The borrower is DDRTC Overlook at King of Prussia LLC, a Delaware limited liability company and single purpose entity with one independent director. DDRTC Overlook at King of Prussia LLC is 100.0% indirectly owned by DDRTC Core Retail Fund, LLC, a joint venture between TREA Retail Property Portfolio 2006 LLC (“TREA”), a wholly-owned subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”) (85.0% membership interest), and DDR TC LLC, a wholly-owned subsidiary of DDR Corp. (“DDR”) (15.0% membership interest). Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Overlook at King of Prussia Mortgage Loan. DDRTC Core Retail Fund, LLC is the guarantor of certain nonrecourse carveouts under the Overlook at King of Prussia Mortgage Loan.

The Borrower Sponsor. The borrower sponsor is DDRTC Core Retail Fund, LLC. DDR is a self-administered and self-managed real estate investment trust in the business of acquiring, owning, developing, redeveloping, expanding, leasing and managing shopping centers. Headquartered in Beachwood, Ohio, DDR’s shopping center portfolio features open-air, value-oriented neighborhood and community centers, mixed-use centers and lifestyle centers located in prime markets with stable populations and high-growth potential. As of February 10, 2017, DDR’s portfolio consisted of 317 shopping centers (including 152 centers owned through joint ventures) and more than 650 acres of undeveloped land (of which approximately 100 acres are owned through unconsolidated joint ventures) throughout 35 states as well as Puerto Rico (14 assets). TIAA serves approximately 5.0 million active and retired employees participating at more than 15,000 institutions and had over $938.0 billion in combined assets under management as of the first quarter of 2017. As of June 30, 2017, TIAA’s Real Estate Account had $24.8 billion in net assets.

Escrows. The loan documents provide for an upfront reserve at closing in the amount of $442,104 for tenant improvements and leasing commissions related to Saks Off Fifth. The loan documents do not require ongoing monthly escrows for replacement reserves as long as (i) no event of default has occurred and is continuing and (ii) the Overlook at King of Prussia Property is being adequately maintained as determined by the lender based on annual site inspections. The loan documents do not require ongoing monthly escrows for taxes as long as (i) no event of default has occurred and is continuing and (ii) borrower provides the lender with evidence that the Overlook at King of Prussia Property taxes have been paid. The loan documents do not require ongoing monthly escrows for insurance premiums as long as (i) no event of default has occurred and is continuing and (ii) borrower provides the lender with evidence that the Overlook at King of Prussia Property is insured via an acceptable blanket insurance policy and such policy is in full force and effect.

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OVERLOOK AT KING OF PRUSSIA

Additionally, the borrower and the sponsor have springing recourse liability for a $1,550,000 tenant improvements allowance in connection with a potential renovation to the UAT space. According to the terms of the third amendment of the UAT lease, the remodeling construction allowance will be paid in two installments, with the first $775,000 installment payable within 15 business days after UAT’s remodeling work commences. The second $775,000 installment will be payable within 15 business days after UAT’s remodeling work is substantially complete, which is required on or before December 31, 2017.

Lockbox and Cash Management. Upon the occurrence and during the continuance of a Cash Trap Event Period (as defined below), the Overlook at King of Prussia Mortgage Loan documents require the borrower establish a lockbox account and the borrower or property manager is required to deposit all rents into such lockbox account within one business day of receipt. Prior to the occurrence of a Cash Trap Event Period, all cash flow is distributed to the borrower. During a Cash Trap Event Period, all cash flow is swept to a lender-controlled cash management account.

A “Cash Trap Event Period” means the occurrence of (i) an event of default or (ii) the trailing 12-month net operating income (“NOI”) debt yield falling below 7.75% for two consecutive calendar quarters. A Cash Trap Event Period will end, with respect to clause (i), upon the cure of such event of default, and with respect to clause (ii), upon the trailing 12-month NOI debt yield being greater than or equal to 8.25% for two consecutive calendar quarters.

In lieu of a cash flow sweep, the borrower may provide a letter of credit, or a guaranty from DDRTC Core Retail Fund, LLC, or post cash, equal to an amount as estimated by the lender that would have otherwise been swept in a cash flow sweep event for the following 12-month period, but not less than the amount estimated by the lender that would be swept for the following 12-month period assuming an NOI that yields a 7.75% NOI debt yield, refreshed annually on the anniversary of the trigger event.

Property Management. The Overlook at King of Prussia Property is managed by an affiliate of the borrower.

Assumption. The borrower has the two-time right to transfer the Overlook at King of Prussia Property provided that certain conditions are satisfied, including (i) no event of default under the Overlook at King of Prussia Mortgage Loan documents has occurred and is continuing; (ii) in the event that in connection with such transfer, the manager will not thereafter continue to manage the Overlook at King of Prussia Property, then a replacement management agreement with a qualified manager must be executed acceptable to lender; (iii) the lender reasonably determines that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration the transferee’s experience, financial strength and general business standing; and (iv) if requested by lender, rating agency confirmation from DBRS, Fitch and Moody’s that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the BANK 2017-BNK7 certificates.

Partial Release. Following the lockout period, the borrower is permitted to partially release any of the unimproved outparcels at the Overlook at King of Prussia Property in connection with the sale of an outparcel, subject to certain conditions including (i) no event of default has occurred and is continuing, (ii) the borrower shall deposit into the excess cash flow reserve the difference between the net sale proceeds and 110% of the allocated loan amount for such released outparcel, (iii) the NOI debt yield for the remaining Overlook at King of Prussia Property will be no less than the greater of 11.1% and the NOI debt yield immediately prior to the release; and (iv) the loan-to-value ratio for the remaining Overlook at King of Prussia Property is no greater than the lesser of 52.8% and the loan-to-value ratio immediately prior to the release (as determined by an appraisal at the time of release). If the aforementioned tests are not met, the Overlook at King of Prussia Mortgage Loan must be paid down (together with the applicable prepayment premium) in an amount sufficient to cure the tests above. To effect the release, the borrower also must satisfy certain standard applicable compliance requirements per the related loan documents.

Real Estate Substitution. None

Subordinate and Mezzanine Indebtedness. None

Ground Lease. None.

Terrorism Insurance. The 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 Overlook at King of Prussia Property, as well as business interruption insurance covering no less than an amount equal to 100% of the projected gross income from the Overlook at King of Prussia Property on an actual loss sustained basis for a period beginning on the date of business interruption and continuing until the restoration of the Overlook at King of Prussia Property is completed, or the 18-month period following the occurrence of a casualty event, together with a 12-month extended period of indemnity.

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RALEIGH MARRIOTT CITY CENTER

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RALEIGH MARRIOTT CITY CENTER

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No. 10 – Raleigh Marriott City Center
Loan Information					Property Information
Mortgage Loan Seller:		Wells Fargo Bank, National Association			Single Asset/Portfolio:	Single Asset
					Property Type:	Hospitality
Original Principal Balance(1):		$38,000,000			Specific Property Type:	Full Service
Cut-off Date Balance(1):		$38,000,000			Location:	Raleigh, NC
% of Initial Pool Balance:		3.1%			Size:	400 Rooms
Loan Purpose:		Refinance			Cut-off Date Balance Per Room(1):	$170,000
Borrower Name:		CWI Raleigh Hotel, LLC			Year Built/Renovated:	2008/2017
Borrower Sponsors:		Carey Watermark Investors Incorporated			Title Vesting:	Fee/Leasehold
Mortgage Rate:		4.940%			Property Manager:	Noble-Interstate Management Group, LLC
Note Date:		May 25, 2017			4th Most Recent Occupancy (As of):	71.8% (12/31/2013)
Anticipated Repayment Date:		NAP			3rd Most Recent Occupancy (As of):	73.4% (12/31/2014)
Maturity Date:		June 1, 2022			2nd Most Recent Occupancy (As of):	74.8% (12/31/2015)
IO Period:		24 months			Most Recent Occupancy (As of):	75.3% (12/31/2016)
Loan Term (Original):		60 months			Current Occupancy (As of):	76.4% (7/31/2017)
Seasoning:		3 months
Amortization Term (Original):		360 months			Underwriting and Financial Information:
Loan Amortization Type:		Interest-only, Amortizing Balloon
Interest Accrual Method:		Actual/360			4th Most Recent NOI (As of):	$7,694,779 (12/31/2014)
Call Protection:		L(27),D(29),O(4)			3rd Most Recent NOI (As of):	$8,895,001 (12/31/2015)
Lockbox Type:		Hard/Springing Cash Management			2nd Most Recent NOI (As of):	$9,501,406 (12/31/2016)
Additional Debt(1):		Yes			Most Recent NOI (As of):	$9,411,667 (TTM 7/31/2017)
Additional Debt Type(1):		Pari Passu
					U/W Revenues:	$26,805,604
					U/W Expenses:	$17,409,526
					U/W NOI:	$9,396,078
					U/W NCF:	$8,323,854
					U/W NOI DSCR(1):	2.16x
Escrows and Reserves:					U/W NCF DSCR(1):	1.91x
					U/W NOI Debt Yield(1):	13.8%
Type:	Initial		Monthly	Cap (If Any)	U/W NCF Debt Yield(1):	12.2%
Taxes	$372,351		$62,059	NAP	As-Is Appraised Value:	$108,000,000
Insurance	$0		Springing	NAP	As-Is Appraisal Valuation Date:	March 30, 2017
Replacement Reserves	$0		$89,235	NAP	Cut-off Date LTV Ratio(1):	63.0%
PIP Reserve	$12,000,000		$0	NAP	LTV Ratio at Maturity(1):	60.1%

(1) See “The Mortgage Loan” section. All statistical financial information related to balances per room, loan-to-value ratios, debt service coverage ratios and debt yields are based on the Raleigh Marriott City Center Whole Loan (as defined below).

The Mortgage Loan. The mortgage loan (the “Raleigh Marriott City Center Mortgage Loan”) is part of a whole loan (the “Raleigh Marriott City Center Whole Loan”) evidenced by two promissory notes (Note A-1 and Note A-2) secured by a first mortgage encumbering the fee and leasehold interests in a 400-room full service hotel and conference center located in Raleigh, North Carolina (the “Raleigh Marriott City Center Property”). The Raleigh Marriott City Center Whole Loan was originated on May 25, 2017 by Wells Fargo Bank, National Association. The Raleigh Marriott City Center Whole Loan had an original loan principal balance of $68,000,000, has an outstanding balance as of the Cut-Off Date of $68,000,000 and accrues interest at an interest rate of 4.940% per annum. The Raleigh Marriott City Center Whole Loan had an initial term of 60 months, has a remaining term of 57 months as of the Cut-off Date and requires payments of interest-only for the first 24 months following origination and, thereafter, requires payments of principal and interest based on a 30-year amortization schedule. The Raleigh Marriott City Center Whole Loan matures on June 1, 2022.

Note A-1, which will be contributed to the BANK 2017-BNK7 trust, had an original principal balance of $38,000,000, has an outstanding principal balance of $38,000,000 as of the Cut-Off Date and represents the controlling interest in the Raleigh Marriott City Center Whole. The non-controlling Note A-2, which had an original principal of $30,000,000, was contributed to the WFCM 2017-C38 Trust.

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RALEIGH MARRIOTT CITY CENTER

Note Summary

Notes	Original Balance	Note Holder	Controlling Interest
A-1	$38,000,000	BANK 2017-BNK7	Yes
A-2	$30,000,000	WFCM 2017-C38	No
Total	$68,000,000

The Property. The Raleigh Marriott City Center Property was built in 2008 and is situated on a 2.9-acre site. The Raleigh Marriott City Center Property comprises 195 standard double queen guestrooms, 189 standard king guestrooms, 8 ADA king guestrooms, 5 ADA double queen guestrooms and 3 suites. All guestrooms include a flat-screen television with premium channels, desk with chair, dresser and lounge chair. Amenities at the Raleigh Marriott City Center Property include a restaurant and lounge, a Starbucks retail store, 15,119 square feet of meeting space, indoor pool and fitness center. The borrower has plans to complete a $12.0 million ($30,000 per room) property improvement plan (“PIP”) that will further improve the guestroom product at the Raleigh Marriott City Center Property (see “Escrows” section).

The Raleigh Marriott City Center Property is located in downtown Raleigh and is connected to the Raleigh Convention Center (“RCC”) via an underground walkway. The RCC is a 500,000 square foot facility, containing a 150,000 square foot exhibit hall, 20 meeting rooms and a 32,000 square foot ballroom. According to the appraisal, the market segmentation at the Raleigh Marriott City Center Property is 55% transient and 45% meeting & group. The franchise agreement with Marriott International, Inc. expires in July 2038.

The Raleigh Marriott City Center Property is attached to a 900-space parking garage, which is operated by the city of Raleigh. The Raleigh Marriott City Center Property has exclusive use of 176 spaces within the parking garage with the right to 24 additional spaces. The Raleigh Marriott City Center Property is subject to a 99-year ground lease with the City of Raleigh through 2107, and the borrower has the right to purchase the parcel at fair market value upon expiration of the ground lease.

Sources and Uses

Sources			Uses
Original loan amount	$68,000,000	100.0%	Loan payoff	$48,539,938	71.4%
			Reserves	12,372,351	18.2
			Closing costs	616,458	0.9
			Return of equity	6,471,253	9.5
Total Sources	$68,000,000	100.0%	Total Uses	$68,000,000	100.0%

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 Raleigh Marriott City Center Property:

Cash Flow Analysis

	2014	2015	2016	TTM 7/31/2017	U/W	% of U/W Total Revenue	U/W $ per Room
Occupancy	73.4%	74.8%	75.3%	76.4%	76.4%
ADR	$148.60	$153.69	$160.34	$160.78	$160.78
RevPAR	$109.06	$114.95	$120.79	$122.88	$122.88
Room Revenue	$15,923,064	$16,782,212	$17,684,112	$17,941,046	$17,941,046	66.9%	$44,853
F&B Revenue	6,562,963	8,247,560	8,407,749	8,092,775	8,092,775	30.2	20,232
Other Revenue	911,714	860,493	682,131	771,783	771,783	2.9	1,929
Total Revenue	$23,397,741	$25,890,265	$26,773,992	$26,805,604	$26,805,604	100.0%	$67,014
Total Department Expenses	8,530,005	9,031,623	8,908,275	8,954,689	8,954,689	33.4	22,387
Gross Operating Profit	$14,867,736	$16,858,642	$17,865,717	$17,850,915	$17,850,915	66.6%	$44,627
Total Undistributed Expenses	6,346,321	7,151,823	7,444,595	7,456,700	7,465,737	27.9	18,664
Profit Before Fixed Charges	$8,521,415	$9,706,819	$10,421,122	$10,394,215	$10,385,178	38.7%	$25,963
Total Fixed Charges	826,636	811,818	919,716	982,548	989,100	3.7	2,473
Net Operating Income	$7,694,779	$8,895,001	$9,501,406	$9,411,667	$9,396,078	35.1%	$23,490
FF&E	0	0	0	0	1,072,224	4.0	2,681
Net Cash Flow	$7,694,779	$8,895,001	$9,501,406	$9,411,667	$8,323,854	31.1%	$20,810
NOI DSCR(1)	1.77x	2.04x	2.18x	2.16x	2.16x
NCF DSCR(1)	1.77x	2.04x	2.18x	2.16x	1.91x
NOI DY(1)	11.3%	13.1%	14.0%	13.8%	13.8%
NCF DY(1)	11.3%	13.1%	14.0%	13.8%	12.2%

(1) The debt service coverage ratios and debt yields are based on Raleigh Marriott City Center Whole Loan.

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RALEIGH MARRIOTT CITY CENTER

Appraisal. As of the appraisal valuation date of March 30, 2017, the Raleigh Marriott City Center Property had an “as-is” appraised value of $108,000,000. The appraiser also concluded to an “as-stabilized” value of $115,000,000 as of March 30, 2019, which equates to an “as-stabilized” Cut-off Date LTV Ratio of 59.1%.

Environmental Matters. According to the Phase I environmental site assessment dated March 23, 2017, there was no evidence of any recognized environmental conditions at The Raleigh Marriott City Center Property.

Market Overview and Competition. The Raleigh Marriott City Center Property is located in Raleigh, North Carolina, within the Raleigh-Durham-Cary Combined Statistical Area (“CSA”). The Raleigh Marriott City Center Property is located at the crossroads of Interstate 85 and Interstate 40. Interstate 85 extends southwest to Raleigh and Durham, North Carolina and Atlanta, Georgia, and northeast to Richmond, Virginia. Interstate 40 extends west to Southern California, and east to Wilmington, North Carolina.

The Raleigh Marriott City Center Property is situated in downtown Raleigh which is experiencing considerable growth. According to a third party market report, downtown Raleigh is in the midst of a $1.1 billion construction boom. This includes adding 2,850 new residential units, which is anticipated to attract 4,500 new residents. There is also an additional 1.1 million square feet of office space under construction or planned. Downtown Raleigh is also becoming a hub of transit and alternative modes of transportation with a new $79.8 million multimodal center under construction and a newly approved bike share system set to add 30 stations and 300 bicycles to the city. The CSA, with a current population of 2.2 million people as of 2016, grew at an average annual rate of 2.3% between 2006 and 2016 and is expected to increase to 2.5 million people by 2021 at an average rate of 2.9% between 2017 and 2021. The Raleigh Marriott City Center Property has continued to benefit from this continued population growth and developments in the downtown.

According to a third party market report, the 2016-estimated population within a one-, three- and five-mile radius of the Raleigh Marriott City Center Property was 15,258, 101,438, and 198,703, respectively; while the 2016 estimated average household income within the same radii was $48,730, $61,989, and $66,716, respectively.

The following table presents certain information relating to comparable office leases for The Raleigh Marriott City Center Property:

Subject and Market Historical Occupancy, ADR and RevPAR⁽¹⁾

	Competitive Set			Raleigh Marriott City Center			Penetration Factor
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
TTM 7/31/2017	66.2%	$147.48	$97.58	76.4%	$160.78	$122.88	115.5%	109.0%	125.9%
TTM 7/31/2016	62.1%	$144.71	$89.81	74.8%	$158.45	$118.58	120.6%	109.5%	132.0%
TTM 7/31/2015	66.3%	$138.78	$91.96	73.7%	$149.88	$110.47	111.2%	108.0%	120.1%

(1) Information obtained from a third party hospitality report dated August 17, 2017. The competitive set includes the following hotels: Holiday Inn Raleigh Downtown, Marriott Raleigh Crabtree Valley, Sheraton Hotel Raleigh, Doubletree Raleigh Brownstone University, Embassy Suites Raleigh Durham Research Triangle and Renaissance Raleigh North Hills Hotel.

The Borrower. The borrower is CWI Raleigh Hotel, LLC, a limited liability company and single purpose entity with two independent directors. The borrower is 100.0% owned by CWI OP, LP (“Operating Partnership”). Carey Watermark Investors Incorporated (“CWI”) is a general partner and a limited partner of the Operating Partnership and owns a 99.985% capital interest in the Operating Partnership. CWI is the sponsor’s public, non-traded real estate investment trust (“REIT”). Carey Watermark Holdings, LLC, which is owned indirectly by W.P. Carey Inc., and Watermark Capital Partners, LLC holds a special general partner interest of 0.015% in the Operating Partnership. In order to qualify as a REIT, CWI cannot operate the hotel directly; therefore, CWI leases the hotel to Raleigh Hotel Operator, Inc., a wholly-owned taxable REIT subsidiary (“TRS”), as the TRS lessee. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Raleigh Marriott City Center Whole Loan. CWI is the guarantor of certain nonrecourse carveouts under the Raleigh Marriott City Center Whole Loan.

The Borrower Sponsor. The borrower sponsor is CWI, a publicly owned, non-listed hospitality REIT formed in 2008 for the purpose of acquiring, owning, managing, and enhancing the value of interests in lodging properties primarily in the United States. CWI is managed by W.P. Carey Inc. and Watermark Capital Partners, LLC, both with significant hotel and real estate experience. As of December 31, 2016, CWI owned interests in 35 hotels comprising 8,823 guest rooms, and had a net worth and liquidity of $863.3 million and $61.8 million, respectively.

Escrows. The loan documents provide for an upfront escrow at closing in the amount of $372,351 for real estate taxes and $12,000,000 for the PIP. The loan documents also provide for ongoing monthly escrows of $62,059 for real estate taxes and $89,235 for replacement reserves.

The loan documents do not require ongoing monthly escrows for insurance premiums as long as (i) no event of default has occurred and is continuing and (ii) the borrower provides the lender with evidence that the Raleigh Marriott City Center Property’s insurance coverage is included in a blanket policy and such policy is in full force and effect and (iii) borrower pays all applicable insurance premiums and provides the lender with evidence of renewals.

Lockbox and Cash Management. The Raleigh Marriott City Center Loan requires a lender-controlled lockbox account, which is already in place, and the borrower directs all tenants to pay their rents directly into such lockbox account. The loan documents also require that all rents received by the borrower or the property manager be deposited into the lockbox account without one business day of receipt. Prior to the occurrence of the Cash Trap Event Period (as defined below), all cash flow is distributed to the borrower. During a Cash Trap Event Period, all rents are required to be swept to a lender-controlled cash management account.

A-3-94 

RALEIGH MARRIOTT CITY CENTER

A “Cash Trap Event Period” will commence upon the earlier of (i) an event of default under the Raleigh Marriott City Center Whole Loan documents or (ii) the debt yield falling below (a) 8.0% during a PIP construction period or (b) 9.0% if no PIP construction period has occurred and is continuing. A Cash Trap Event Period will end with respect to clause (i), upon the cure of such event of default; or with respect to clause (ii), upon the Raleigh Marriott City Center Property achieving a debt yield of at least (a) if a PIP construction period has occurred and is continuing, 9.0% for two consecutive calendar quarters; (b) if no PIP construction period has occurred and is continuing, 9.5% for two consecutive calendar quarters; or (c) 10.0% for one calendar quarter. The borrower shall have the option to post a letter of credit or cash to raise the DSCR to cure clause (ii). The required amount shall be equal to the amount such that when credited to the outstanding Raleigh Marriott City Center Mortgage Loan balance, the resulting debt yield is equal to or greater than 10.0%.

Property Management. The Raleigh Marriott City Center Property is managed by Noble-Interstate Management Group, LLC, which has managed the Raleigh Marriott City Center Property since it opened in 2008. Interstate Hotels & Resorts (“Interstate”) is a leading global hotel management company with nearly 430 hotels, resorts and conference centers with over 76,000 rooms located throughout the United States and around the globe. Interstate was founded in 1960 and grew through multiple acquisitions and mergers, including its acquisition of Noble Management Group (“Noble”) in 2011. Noble developed the Raleigh Marriott City Center Property in 2008 and sold it to CWI in August 2013. In 2016, Interstate was acquired by New York-based private equity firm, Kohlberg & Company.

Partial Release. Not permitted.

Real Estate Substitution. Not permitted.

Additional Subordinate and Mezzanine Indebtedness. None

Ground Lease. The Hotel Sub-Condo Unit (see “Condominium Structure” below) is subject to a 99-year ground lease with the City of Raleigh through 2107 with an annual rental rate of $75,000 (the “Ground Lease”). The Ground Lease does not have any renewal options; however, the borrower has the right to purchase the Hotel Sub-Condo Unit land parcel for fair market value upon expiration of the Ground Lease.

Condominium Structure. The Raleigh Marriott City Center Property is part of a two-unit condominium regime (one unit comprised of the hotel and conference center (which collectively comprise the Raleigh Marriott City Center Property) and one unit comprised of the adjacent parking garage (not part of the collateral)). The hotel and conference center condo unit was further converted to a separate sub-condominium regime consisting of two units (one sub-unit comprised of the hotel (the “Hotel Sub-Condo Unit”) and one sub-unit comprised of the conference center (the “Conference Center Sub-Condo Unit”)). The Conference Center Sub-Condo Unit, which is currently owned by the City of Raleigh, has been leased to the borrower through January 2039 for an annual rental rate of $100; and the borrower has the option to purchase the Conference Center Sub-Condo Unit upon lease expiration for $100. The Hotel Sub-Condo Unit is subject to the Ground Lease (see “Ground Lease” section above).

Terrorism Insurance. The 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 Raleigh Marriott City Center Property, as well as business interruption insurance covering no less than an amount equal to 150% of the net cash flow from the Raleigh Marriott City Center Property on an actual loss sustained basis for a period beginning on the date of business interruption and continuing until the restoration of the Raleigh Marriott City Center Property is completed, or the 18-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

A-3-95 

No. 11– 411 East Wisconsin
Loan Information				Property Information
Mortgage Loan Seller:	Morgan Stanley Mortgage Capital Holdings LLC			Single Asset/Portfolio:	Single Asset
				Property Type:	Office
Original Principal Balance(1):	$37,500,000			Specific Property Type:	CBD
Cut-off Date Balance(1):	$37,500,000			Location:	Milwaukee, WI
% of Initial Pool Balance:	3.1%			Size:	678,839 SF
Loan Purpose:	Acquisition			Cut-off Date Balance Per SF(1):	$138.10
Borrower Name:	Middleton Milwaukee Investors LLC			Year Built/Renovated:	1984/2016
Borrower Sponsor:	Middleton Partners LLC			Title Vesting:	Fee
Mortgage Rate:	4.140%			Property Manager:	Inland Companies, Inc D/B/A Colliers International
Note Date:	June 29, 2017			4th Most Recent Occupancy (As of):	88.1% (12/31/2013)
Anticipated Repayment Date:	NAP			3rd Most Recent Occupancy (As of):	76.0% (12/31/2014)
Maturity Date:	July 1, 2027			2nd Most Recent Occupancy (As of):	93.0% (12/31/2015)
IO Period:	36 months			Most Recent Occupancy (As of):	90.0% (12/31/2016)
Loan Term (Original):	120 months			Current Occupancy (As of)(2):	87.6% (6/6/2017)
Seasoning:	2 months
Amortization Term (Original):	360 months			Underwriting and Financial Information:
Loan Amortization Type:	Interest-only, Amortizing Balloon
Interest Accrual Method:	Actual/360			4th Most Recent NOI (As of):	NAV
Call Protection:	L(26),D(90),O(4)			3rd Most Recent NOI (As of):	$8,603,959 (12/31/2015)
Lockbox Type:	Hard/Springing Cash Management			2nd Most Recent NOI (As of):	$10,067,049 (12/31/2016)
Additional Debt(1):	Yes			Most Recent NOI (As of):	$10,176,262 (TTM 4/30/2017)
Additional Debt Type(1):	Pari Passu
				U/W Revenues:	$17,818,325
				U/W Expenses:	$7,761,032
Escrows and Reserves:				U/W NOI:	$10,057,294
				U/W NCF:	$7,991,778
Type:	Initial	Monthly	Cap (If Any)	U/W NOI DSCR(1):	1.84x
Taxes	$467,778	$233,889	NAP	U/W NCF DSCR(1):	1.46x
Insurance	$0	Springing	NAP	U/W NOI Debt Yield(1):	10.7%
Replacement Reserves	$0	$11,135	NAP	U/W NCF Debt Yield(1):	8.5%
TI/LC Reserve	$0	$75,089	$2,703,191	As-Is Appraised Value:	$133,200,000
Outstanding TI/LC Reserve	$388,645	$0	NAP	As-Is Appraisal Valuation Date:	May 23, 2017
Deferred Maintenance	$175,000	$0	NAP	Cut-off Date LTV Ratio(1):	70.4%
Outstanding Free Rent	$64,275	$0	NAP	LTV Ratio at Maturity or ARD(1):	61.1%

(1) The 411 East Wisconsin Whole Loan (as defined below), with an original principal balance of $93,750,000, is comprised of two pari passu notes (Notes A-1 and A-2). The controlling Note A-1 had an original principal balance of $56,250,000 and has an outstanding principal balance of $56,250,000 as of the Cut-off Date, and the non-controlling Note A-2 had an original principal balance of $37,500,000 and has an outstanding principal balance of $37,500,000 as of the Cut-off Date. Note A-2 will be contributed to the BANK 2017-BNK7 trust. The controlling Note A-1 was contributed to the CGCMT 2017-B1 securitization trust. All statistical information related to balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the 411 East Wisconsin Whole Loan.

(2) Current Occupancy includes Northwestern Mutual Life Insurance (56,320 SF, 8.3% of net rentable area), which is currently in occupancy but expected to vacate upon lease expiration on March 31, 2019. Rent from such tenant was not underwritten.

The mortgage loan (the “411 East Wisconsin Mortgage Loan”) is part of a whole loan (the “411 East Wisconsin Whole Loan”) that is evidenced by two pari passu promissory notes (Notes A-1 and A-2) and secured by a first lien mortgage encumbering an office property located in Milwaukee, Wisconsin (the “411 East Wisconsin Property”). The 411 East Wisconsin Whole Loan was originated on June 29, 2017 by Morgan Stanley Bank, N.A. The 411 East Wisconsin Whole Loan had an original principal balance of $93,750,000, has an outstanding principal balance as of the Cut-off Date of $93,750,000 and accrues interest at an interest rate of 4.140% per annum. The 411 East Wisconsin Whole Loan had an initial term of 120 months, has a remaining term of 118 months as of the Cut-off Date and requires interest-only payments for the first 36 payments following origination and thereafter, requires payments of principal and interest based on a 30-year amortization schedule. The 411 East Wisconsin Whole Loan matures on July 1, 2027. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” in the Prospectus.

The 411 East Wisconsin Mortgage Loan is evidenced by the non-controlling Note A-2, which had an original principal balance of $37,500,000 and has an outstanding principal balance as of the Cut-off Date of $37,500,000. The controlling Note A-1, which had an original principal balance of $56,250,000, was contributed to the CGCMT 2017-B1 trust.

A-3-96 

411 EAST WISCONSIN

Note Summary

Notes	Original Balance	Note Holder	Controlling Interest
A-1	$56,250,000	CGCMT 2017-B1	Yes
A-2	$37,500,000	BANK 2017-BNK7	No
Total	$93,750,000

Following the lockout period, the borrower has the right to defease the 411 East Wisconsin Whole Loan on any date before April 1, 2027. In addition, the 411 East Wisconsin Whole Loan is prepayable without penalty on and after April 1, 2027.

During the period ending on (and including) the first anniversary of the loan origination date, provided no event of default is continuing under the 411 East Wisconsin Whole Loan, the borrower is permitted to obtain the release of a release parcel comprised of the Attached Garage and the Annex Garage (as such terms are defined below), upon prepayment of the 411 East Wisconsin Whole Loan in the amount of $24,712,500 and satisfaction of the following conditions, among others: (i) the loan-to-value ratio of the remaining 411 East Wisconsin Property following such release does not exceed the lesser of (x) 70.5% or (y) the loan-to-value ratio immediately prior to the release, (ii) the debt service coverage ratio of the remaining 411 East Wisconsin Property following such release exceeds the greater of (x) 1.44x and (y) the debt service coverage ratio immediately prior to the release, (iii) the debt yield of the remaining 411 East Wisconsin Property following such release exceeds the greater of (x) 8.41% and (y) the debt yield immediately prior to the release, (iv) delivery of a reciprocal easement agreement or similar instrument reasonably acceptable to the lender, providing mutual ingress, egress, parking and utility easements and otherwise containing certain covenants and restrictions providing for the harmonious development and operation of the 411 East Wisconsin Property and the release parcel to the extent reasonably necessary to the continued operation thereof, (v) compliance of such release with legal and zoning requirements (including subdivision or similar applicable process), leases (including parking requirements therein) and covenants applicable to the 411 East Wisconsin Property, (vi) the release parcel constitutes a separate tax parcel or all documentation required for the creation of such separate tax parcel has been submitted to the applicable governmental authority and the issuance thereof is simply an administrative matter; provided, however, that the lender may continue to reserve taxes for the release parcel until such time as evidence is received that the release parcel is being assessed separately and (vii) receipt of a legal opinion that such release will not endanger the status of the issuing entity as a REMIC, result in the imposition of a tax upon the issuing entity or its assets or transactions or cause the 411 East Wisconsin Whole Loan to fail to satisfy REMIC requirements. No yield maintenance premium or other prepayment premium or prepayment consideration is required in connection with such prepayment relating to the release of the release parcel.

Sources and Uses

Sources			Uses
Original Whole Loan Amount	$93,750,000	73.5%	Purchase Price(1)	$122,329,235	96.0%
Sponsor’s new cash contribution	33,715,949	26.5	Closing costs	4,041,016	3.2
			Reserves	1,095,698	0.9
Total Sources	$127,465,949	100.0%	Total Uses	$127,465,949	100.0%

(1) The borrower acquired the 411 East Wisconsin Property for a contract purchase price of $124,600,000. $124,600,000 less a seller credit of $2,270,765, which represents tenant improvement obligations for Quarles & Brady LLP (which were paid at closing) and the balance of outstanding tenant improvement obligations results in a net purchase price of $122,329,235.

The 411 East Wisconsin Property consists of a 30-story, Class A, multi-tenant office building totaling 678,839 SF (the “Office Tower”), an eight-story parking garage that is next door to, and attached to, the Office Tower (the “Attached Garage”) and another six-story parking garage located across the street from the Office Tower (the “Annex Garage”).The Attached Garage and Annex Garage are connected via an overhead walkway and combine for 1,394 parking spaces. The Office Tower and the Attached Garage are situated on an entire city block, in downtown Milwaukee, bound by Wisconsin Avenue to the north, Jefferson Street to the east, Michigan Street to the south and Milwaukee Street to the west. The 411 East Wisconsin Property was built in 1984 and has undergone a variety of renovations at a cost of $14,707,479 between 2014 and 2016, according to the borrower sponsor. The scope of the renovations included parking garage repairs/upgrades ($3,328,378), interior improvements to the Office Tower ($4,358,679), exterior improvements to the Office Tower ($150,887), upgrades to the office tower mechanical systems ($6,338,353) and upgrades to the furniture, fixtures and equipment ($531,182). Building amenities include a glass-tiered lobby atrium, tenant conference facilities, a lower level courtyard with a reflecting pond, on-site parking and a sundry shop.

The largest tenant, Quarles & Brady LLP (27.5% of net rentable area), and second largest tenant, Von Briesen & Roper, SC (“Von Briesen”) (10.4% of net rentable area), have both increased their space at the 411 East Wisconsin Property by over 50.0% since their original lease commencement dates in 1986 and 2003, respectively. Quarles & Brady LLP is a multidisciplinary legal services provider which is included in a listing of the largest 200 United States law firms, which has approximately 500 attorneys practicing in Chicago, Indianapolis, Madison, Milwaukee, Naples, Phoenix, Scottsdale, Tampa, Tucson, and Washington, D.C. The second largest tenant, Von Briesen, is a law firm. The third largest tenant, Northwestern Mutual Life Insurance (8.3% of net rentable area), is expected to vacate its space upon expiration of its lease on March 31, 2019. The fourth largest tenant, Wisconsin Athletic Club (4.6% of net rentable area), the largest privately-owned athletic club in Wisconsin, has been a tenant at the 411 East Wisconsin Property since 1999 and expanded its space by 7,847 SF in 2015.

The 411 East Wisconsin Property is located in the downtown office submarket of Milwaukee, Wisconsin, according to the appraisal. According to the appraisal, for the first quarter of 2017, the Milwaukee metropolitan office market contained 81,069,700 SF of office space, with a vacancy of 7.7% and effective rent of $16.16 per SF. According to a third party market report, for the first quarter of 2017, the downtown submarket Class A office vacancy was 13.7%, with an effective rent of $22.22 per SF.

A-3-97 

411 EAST WISCONSIN

Northwestern Mutual Life Insurance, a tenant at the 411 East Wisconsin Property (8.3% of net rentable area), is currently constructing a 32-story, 1.1 million SF mixed use tower, which will become the Northwestern Mutual Life Insurance headquarters, a few blocks from the 411 East Wisconsin Property. Northwestern Mutual Life Insurance is expected to vacate the 411 East Wisconsin Property upon its lease expiring on March 31, 2019.

The following table presents certain information relating to the tenancy at the 411 East Wisconsin Property:

Major Tenants

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
Major Tenants
Quarles & Brady LLP(2)	NR / NR / NR	186,472	27.5%	$17.50	$3,263,260	35.7%	9/30/2028
Von Briesen & Roper, SC(3)	NR / NR / NR	70,759	10.4%	$17.05	$1,206,153	13.2%	5/31/2023(3)
Wisconsin Athletic Club	NR / NR / NR	30,985	4.6%	$18.04	$558,969	6.1%	8/31/2025
PNC, National Association	A+ / A3 / A-	26,604	3.9%	$20.53	$546,083	6.0%	4/30/2019
Mercer (US) Inc.(4)	NR / NR / NR	27,563	4.1%	$18.82	$518,736	5.7%	11/30/2023
American Appraisal Associates	NR / NR / NR	23,685	3.5%	$16.03	$379,598	4.2%	4/30/2022
Morgan Stanley Smith Barney(5)	A / A3 / BBB+	20,944	3.1%	$18.05	$378,039	4.1%	4/30/2023
Decision Resources, Inc.	NR / NR / NR	24,016	3.5%	$14.71	$353,275	3.9%	5/31/2027
RSM US LLP	NR / NR / NR	14,010	2.1%	$16.81	$235,508	2.6%	6/30/2023
Landaas & Company	NR / NR / NR	13,158	1.9%	$16.67	$219,312	2.4%	4/30/2019
Total Major Tenants		438,196	64.6%	$17.48	$7,658,933	83.8%
Non-Major Tenants(6)		100,303	14.8%	$15.34	$1,479,090	16.2%
Occupied Collateral Total(6)		538,499	79.3%	$17.09	$9,138,024	100.0%
Vacant Space(7)		140,340	20.7%
Collateral Total		678,839	100.0%

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

(2) Quarles & Brady LLP has a two-time option to reduce its space by up to one full floor effective at any time from June 1, 2021 through May 31, 2026 by giving at least 12 months’ notice and payment of a termination fee (that is proportionate to the relinquished space) equal to the sum of tenant improvement costs, rent credits and other costs associated with Quarles & Brady LLP’s space at the 411 East Wisconsin Property that were paid by the landlord (as calculated under the lease). Each relinquished space must be a contiguous space of at least 11,500 SF on the lowest floor of the 411 East Wisconsin Property that Quarles & Brady LLP leases. Quarles & Brady LLP may not exercise its contraction rights within two years of the most recent exercise of expansion.

(3) Von Briesen has 1,573 SF of storage space that expires 12/31/2017.

(4) Mercer (US) Inc. has the option to terminate its lease effective May 31, 2019 provided Mercer (US) Inc. provides 14 months’ notice and pays a termination fee equal to the sum of (i) tenant improvement costs, rent credits and other costs associated with Mercer (US) Inc.’s space at the 411 East Wisconsin Property that were paid by the landlord (as calculated under the lease), (ii) $267,085.50 and (iii) six months of operating cost share rent and tax share rent at the estimated rate, as reasonably determined by the landlord, in effect for the month of June, 2019.

(5) The tenant is an affiliate of the loan originator and loan seller.

(6) The Non-Major Tenants Tenant NRSF includes, among other tenants, 1,180 SF of conference center space and 2,707 SF of management office space. Non-Major Tenants Annual U/W Base Rent PSF and Occupied Collateral Total Annual U/W Base Rent PSF exclude such 1,180 SF of conference center space and 2,707 SF of management office space, as no rent is attributed to such space.

(7) Vacant Space includes Northwestern Mutual Life Insurance (56,320 SF, 8.3% of net rentable area), which is currently in occupancy but expected to vacate upon lease expiration on March 31, 2019.

A-3-98 

411 EAST WISCONSIN

The following table presents certain information relating to the lease rollover schedule at the 411 East Wisconsin 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(3)
MTM	2	2,700	0.4%	2,700	0.4%	$21,210	0.2%	$7.86
2017	2	10,506	1.5%	13,206	1.9%	$180,026	2.0%	$17.14
2018	1	8,501	1.3%	21,707	3.2%	$28,183	0.3%	$3.32
2019	4	40,888	6.0%	62,595	9.2%	$792,226	8.7%	$19.38
2020	4	7,974	1.2%	70,569	10.4%	$133,478	1.5%	$16.74
2021	3	15,685	2.3%	86,254	12.7%	$276,868	3.0%	$17.65
2022	2	26,120	3.8%	112,374	16.6%	$423,915	4.6%	$16.23
2023	6	157,648	23.2%	270,022	39.8%	$2,724,413	29.8%	$17.28
2024	1	3,662	0.5%	273,684	40.3%	$61,144	0.7%	$16.70
2025	1	30,985	4.6%	304,669	44.9%	$558,969	6.1%	$18.04
2026	0	0	0.0%	304,669	44.9%	$0	0.0%	$0.00
2027	3	43,471	6.4%	348,140	51.3%	$674,331	7.4%	$15.51
Thereafter(4)	1	190,359	28.0%	538,499	79.3%	$3,263,260	35.7%	$17.50
Vacant(5)	0	140,340	20.7%	678,839	100.0%	0	0.0%	$0.00
Total/Weighted Average	30	678,839	100.0%			$9,138,024	100.0%	$17.09

(1) Information obtained from the underwritten rent roll.

(2) Certain tenants have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and which are not reflected in the Lease Expiration Schedule.

(3) Weighted Average Annual U/W Base Rent PSF excludes vacant space.

(4) Thereafter includes 1,180 SF of conference center space and 2,707 SF of management office space. Total / Weighted Average Annual U/W Base Base Rent PSF exclude such 1,180 SF of conference center space and 2,707 SF of management office space, as no rent is attributed to such space.

(5) Vacant includes Northwestern Mutual Life Insurance (56,320 SF, 8.3% of net rentable area), which is currently in occupancy but expected to vacate upon lease expiration on March 31, 2019

The following table presents historical occupancy percentages at the 411 East Wisconsin Property:

Historical Occupancy

12/31/2013(1)	12/31/2014(1)	12/31/2015(1)	12/31/2016(1)	6/6/2017(2)
88.1%	76.0%	93.0%	90.0%	87.6%

(1) Information obtained from the borrower.

(2) Information obtained from the underwritten rent roll. Includes Northwestern Mutual Life Insurance (56,320 SF, 8.3% of net rentable area), which is currently in occupancy but expected to vacate upon lease expiration on March 31, 2019.

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the underwritten net cash flow at the 411 East Wisconsin Property:

Cash Flow Analysis

	2015	2016	TTM  4/30/2017	U/W(1)	U/W $ per SF
Gross Potential Rent(1)	$8,537,792	$9,160,877	$9,261,127	$11,041,494	$16.27
Reimbursements	5,392,035	6,512,999	6,517,729	7,003,910	10.32
Other Income(2)	2,377,159	2,489,721	2,558,611	2,565,541	3.78
Less Vacancy & Credit Loss(3)	(587,903)	(407,393)	(514,344)	(2,792,619)(4)	(4.11)
Effective Gross Income	$15,719,083	$17,756,205	$17,823,123	$17,818,325	$26.25
Total Operating Expenses	7,115,124	7,689,156	7,646,861	7,761,032	11.43
Net Operating Income	$8,603,959	$10,067,049	$10,176,262	$10,057,294	$14.82
TI/LC	0	0	0	1,926,890	2.84
Capital Expenditures	0	0	0	138,625	0.20
Net Cash Flow	$8,603,959	$10,067,049	$10,176,262	$7,991,778	$11.77
NOI DSCR(4)	1.58x	1.84x	1.86x	1.84x
NCF DSCR(4)	1.58x	1.84x	1.86x	1.46x
NOI DY(4)	9.2%	10.7%	10.9%	10.7%
NCF DY(4)	9.2%	10.7%	10.9%	8.5%

(1) U/W Gross Potential Rent is based on contractual rents as of June 6, 2017 and includes rent steps of $332,981 through July 1, 2018.

(2) Other Income includes storage rent, antenna rent, parking income, tenant service income and other miscellaneous income. The parking income accounts for $2,318,829 of the Underwritten Other Income.

(3) Underwritten Vacancy & Credit Loss includes base rent for Northwestern Mutual Life Insurance, which is currently in occupancy but expected to vacate upon lease expiration on March 31, 2019. The underwritten vacancy is 20.2%. As of June 6, 2017, the 411 East Wisconsin Property was 87.6% physically occupied (including Northwestern Mutual Life Insurance (8.3% of net rentable area), which is expected to vacate upon lease expiration on March 31, 2019).

(4) The debt service coverage ratios and debt yields are based on the 411 East Wisconsin Whole Loan.

A-3-99 

411 EAST WISCONSIN

The following table presents certain information relating to comparable office sales for the 411 East Wisconsin Property:

Comparable Sales⁽¹⁾

Property Name/Location	Sale Date	Year Built	SF	Total Occupancy	Sale Price (millions)	Sales Price PSF
411 East Wisconsin Property  Milwaukee, WI	May 2017	1984	678,839	87.6%(2)	$122.3(3)	$180.20(3)
ABB Building  Wauwatosa, WI	Nov. 2016	2014	91,009	100.0%	$19.4	$212.62
Honey Creek Corporate Milwaukee, WI	Sep. 2016	1998	118,072	90.0%	$17.3	$146.10
The 100 East Building  Milwaukee, WI	Aug. 2016	1989	430,865	88.0%	$78.0	$181.03
Milwaukee Center  Milwaukee, WI	Mar. 2016	1989	370,000	83.0%	$60.5	$163.51

(1) Information obtained from the appraisal.

(2) As of June 6, 2017. Includes Northwestern Mutual Life Insurance (56,320 SF, 8.3% of net rentable area), which is currently in occupancy but expected to vacate upon lease expiration on March 31, 2019.

(3) The borrower acquired the 411 East Wisconsin Property for a contract purchase price of $124,600,000. $124,600,000 less a seller credit of $2,270,765, which represents tenant improvement obligations for Quarles & Brady LLP (which were paid at closing), and the balance of outstanding tenant improvement obligations results in a net purchase price of $122,329,235 and an effective Sales Price PSF of $180.20.

The following tables present certain information relating to comparable office leases for the 411 East Wisconsin Property:

Comparable Office Leases⁽¹⁾

Property Name/Location	Year Built	SF	Tenant Name	Lease Date/Term	Lease Area (SF)	Annual Base Rent PSF	Reimbursements
Milwaukee Center  Milwaukee, WI	1989	373,669	Merrill Lynch	Jan. 2018 / 5.0 Yrs	7,002	$16.00	Triple Net
Milwaukee Center Milwaukee, WI	1989	373,669	Aspirant Investment Advisors	Nov. 2016 / 5.0 Yrs	3,594	$17.00	Triple Net
The 100 East Building Milwaukee, WI	1989	439,360	Resources Global Professionals	Nov. 2016 / 5.3 Yrs	2,887	$16.50	Triple Net
Milwaukee Center Milwaukee, WI	1989	373,669	Accenture	Sep. 2016 / 6.8 Yrs	3,712	$16.50	Triple Net
Milwaukee Center Milwaukee, WI	1989	373,669	REV Group Inc.	May 2016 / 5.3 Yrs	4,935	$16.50	Triple Net
U.S. Bank Center  Milwaukee, WI	1971	1,079,021	National Investment Services	Jan 2016 / 10.0 Yrs	10,676	$17.25	Triple Net
Schlitz RiverCenter  Milwaukee, WI	1989	457,825	Minacs USA	Jan 2016 / 10.0 Yrs	17,880	$13.00	Triple Net

(1) Information obtained from the appraisal.

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A-3-101 

No. 12 – Jacksonville - Doubletree
Loan Information				Property Information
Mortgage Loan Seller:	Wells Fargo Bank, National Association			Single Asset/Portfolio:	Single Asset
				Property Type:	Hospitality
Original Principal Balance:	$35,500,000			Specific Property Type:	Full Service
Cut-off Date Balance:	$35,422,241			Location:	Jacksonville, FL
% of Initial Pool Balance:	2.9%			Size:	293 Rooms
Loan Purpose:	Refinance			Cut-off Date Balance Per Room:	$120,895
Borrower Name:	MHI Jacksonville LLC			Year Built/Renovated:	1967/2015
Sponsor:	Sotherly Hotels LP			Title Vesting:	Fee
Mortgage Rate:	4.880%			Property Manager:	Self-managed
Note Date:	June 29, 2017			3rd Most Recent Occupancy (As of):	65.8% (12/31/2014)
Anticipated Repayment Date:	NAP			2nd Most Recent Occupancy (As of)(3):	67.4% (12/31/2015)
Maturity Date:	July 11, 2024			Most Recent Occupancy (As of)(3):	77.4% (12/31/2016)
IO Period:	None			Current Occupancy (As of):	77.9% (7/31/2017)
Loan Term (Original):	84 months
Seasoning:	2 months
Amortization Term (Original):	360 months
Loan Amortization Type:	Amortizing Balloon			Underwriting and Financial Information:
Interest Accrual Method:	Actual/360			4th Most Recent NOI (As of):	$2,407,166 (12/31/2014)
Call Protection:	L(24),GRTR 1% or YM(55),O(5)			3rd Most Recent NOI (As of)(3):	$2,482,992 (12/31/2015)
Lockbox Type(3):	Springing			2nd Most Recent NOI (As of)(3):	$4,554,611 (12/31/2016)
Additional Debt:	None			Most Recent NOI (As of):	$4,897,254 (TTM 7/31/2017)
Additional Debt Type:	NAP			U/W Revenues:	$15,074,011
				U/W Expenses:	$10,206,539
				U/W NOI:	$4,867,472
				U/W NCF:	$4,113,772
				U/W NOI DSCR:	2.16x
Escrows and Reserves:				U/W NCF DSCR:	1.82x
Type:	Initial	Monthly	Cap (If Any)	U/W NOI Debt Yield:	13.7%
Taxes	$220,165	$27,521	NAP	U/W NCF Debt Yield:	11.6%
Insurance(1)	$0	Springing	NAP	As-Is Appraised Value:	$54,600,000
Replacement Reserve	$0	$49,142	NAP	As-Is Appraisal Valuation Date:	May 16, 2017
Deferred Maintenance	$0	$0	NAP	Cut-off Date LTV Ratio:	64.9%
PIP Reserve(2)	$0	Springing	NAP	LTV Ratio at Maturity or ARD:	57.4%

(1) Monthly deposits for insurance are springing upon any of the following: (i) an event of default; (ii) blanket policy unacceptable to lender; or (iii) the borrower does not timely provide lender with evidence of renewal and payment

(2) PIP Reserve, in the amount of 125% of the estimated cost, is springing upon the requirement of any PIP Work required by the franchisor.

(3) See “Cash Flow Analysis” section.

The mortgage loan (the “Jacksonville - Doubletree Mortgage Loan”) is evidenced by a first mortgage encumbering the fee interest in a 293-room full service hotel located in downtown Jacksonville, Florida (the “Jacksonville - Doubletree Property”). The Jacksonville - Doubletree Property was constructed in 1967, renovated in 2015 and is situated on a 3.8-acre site. The Jacksonville - Doubletree Property comprises one 10-story building, and consists of 26 single-queen guestrooms, 159 double-queen guestrooms, 75 king guestrooms, 32 junior suites, and one presidential suite. The sponsor invested approximately $7.2 million ($24,573 per key) to renovate all guest rooms and common areas at the Jacksonville - Doubletree Property in September 2015, and converted it to a Doubletree by Hilton from its previous Crowne Plaza flag. The 10-year franchise agreement with Doubletree Franchise LLC expires in September 2025.

Amenities at the Jacksonville - Doubletree Property include a Ruth’s Chris Steak House, community breakfast area, 10,667 square feet of meeting space, guest laundry, an expanded 24/7 fitness center, business center, and an extensive riverfront swimming pool and sundeck. The Jacksonville - Doubletree Property comprises a 300-space parking garage, resulting in a parking ratio of 1.0 space per guestroom. According to the appraisal, the market segmentation at the Jacksonville - Doubletree Property is approximately 43% commercial, 32% meeting & group and 25% leisure. The Jacksonville - Doubletree Property is located at the crossroads of interstates 95 and 10, 15.4 miles from the Jacksonville International Airport. The Jacksonville – Doubletree Property is also in close proximity to the central business district of Jacksonville, the 265,000 square foot Prime F Osborn III Convention Center, The Jacksonville Landing (a shopping and entertainment venue that hosts over 600 events per year), Everbank Field (home of the National Football League’s Jacksonville Jaguars) and multiple medical centers, including Baptist Medical Center, and Mayo Clinic.

A-3-102 

JACKSONVILLE - DOUBLETREE

Sources and Uses

Sources			Uses
Original loan amount	$35,500,000	100.0%	Loan payoff	$18,590,342	52.4%
			Reserves	220,165	0.6
			Closing costs	603,350	1.7
			Return of equity	16,086,142	45.3
Total Sources	$35,500,000	100.0%	Total Uses	$35,500,000	100.0%

Subject and Market Historical Occupancy, ADR and RevPAR⁽¹⁾

	Competitive Set			Jacksonville - Doubletree			Penetration Factor
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
TTM 7/31/2017	69.9%	$120.88	$84.52	77.9%	$131.98	$102.85	111.5%	109.2%	121.7%
TTM 7/31/2016	72.2%	$118.55	$85.53	73.1%	$118.97	$87.00	101.4%	100.4%	101.7%
TTM 7/31/2015	73.1%	$113.53	$82.99	66.8%	$103.73	$69.26	91.3%	91.4%	83.5%

(1) Information obtained from a third party hospitality report dated August 17, 2017. The competitive set includes the following hotels: Red Lion Hotel Jacksonville, Omni Jacksonville Hotel, Marriott Jacksonville, Hampton Inn Jacksonville Downtown, Sheraton Hotel Jacksonville, and Hilton Garden Inn Jacksonville Downtown Southbank.

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 Jacksonville - Doubletree Property:

Cash Flow Analysis

	2014	2015(1)	2016(1)	TTM 7/31/2017	U/W	% of U/W Total Revenue	U/W $ per Room
Occupancy	65.8%	67.4%	77.4%	77.9%	77.9%
ADR	$99.20	$109.20	$126.67	$131.75	$131.75
RevPAR	$65.24	$73.53	$98.06	$102.66	$102.66
Room Revenue	$6,953,105	$7,844,082	$10,516,106	$10,979,242	$10,979,242	72.8%	$37,472
F&B Revenue	2,573,960	2,369,066	2,925,937	2,939,908	2,939,908	19.5	10,034
Other Revenue(2)	750,530	775,338	1,057,247	1,154,861	1,154,861	7.7	3,942
Total Revenue	$10,277,595	$10,988,486	$14,499,290	$15,074,011	$15,074,011	100.0%	$51,447
Total Department Expenses	3,593,282	3,793,948	4,668,099	4,829,753	4,829,753	32.0	16,484
Gross Operating Profit	$6,684,313	$7,194,538	$9,831,191	$10,244,258	$10,244,258	68.0%	$34,963
Total Undistributed Expenses	3,725,329	4,108,415	4,651,250	4,749,123	4,723,221	31.3	16,120
Profit Before Fixed Charges	$2,958,984	$3,086,123	$5,179,941	$5,495,135	$5,521,037	36.6%	$18,843
Total Fixed Charges	551,818	603,131	625,330	597,881	653,565	4.3	2,231
Net Operating Income	$2,407,166	$2,482,992	$4,554,611	$4,897,254	$4,867,472	32.3%	$16,613
FF&E	0	0	0	0	753,701	5.0	2,572
Net Cash Flow	$2,407,166	$2,482,992	$4,554,611	$4,897,254	$4,113,772	27.3%	$14,040
NOI DSCR	1.07x	1.10x	2.02x	2.17x	2.16x
NCF DSCR	1.07x	1.10x	2.02x	2.17x	1.82x
NOI DY	6.8%	7.0%	12.9%	13.8%	13.7%
NCF DY	6.8%	7.0%	12.9%	13.8%	11.6%

(1) The Jacksonville - Doubletree Property previously operated as a Crowne Plaza and was converted to a Doubletree by Hilton in 2015. The increase in Occupancy, ADR, Gross Operating Profit and Net Operating Income are attributed to the re-branding of the Jacksonville - Doubletree Property along with the $7.2 million renovation completed in September 2015.

(2) Other income includes Ruth’s Chris base rent, percentage rent and expense reimbursements, as well as gift shop income, guaranteed no-show fees, garage revenue, vending, copier and other miscellaneous revenues.

A-3-103 

No. 13 – Moffett Place B4
Loan Information				Property Information
Mortgage Loan Seller:	Wells Fargo Bank, National Association			Single Asset/Portfolio:	Single Asset
				Property Type:	Office
Original Principal Balance(1):	$31,750,000			Specific Property Type:	Suburban
Cut-off Date Balance(1):	$31,750,000			Location:	Sunnyvale, CA
% of Initial Pool Balance:	2.6%			Size:	314,352 SF
Loan Purpose:	Refinance			Cut-off Date Balance Per SF(1):	$404.01
Borrower Name:	MP B4 LLC			Year Built/Renovated:	2017/NAP
Sponsors:	Paul Guarantor LLC			Title Vesting:	Fee
Mortgage Rate:	3.6365%			Property Manager:	Self-managed
Note Date:	August 3, 2017			4th Most Recent Occupancy(7):	NAV
Anticipated Repayment Date:	NAP			3rd Most Recent Occupancy(7):	NAV
Maturity Date:	August 6, 2027			2nd Most Recent Occupancy(7):	NAV
IO Period:	60 months			Most Recent Occupancy(7):	NAV
Loan Term (Original):	120 months			Current Occupancy:	100.0% (9/1/2017)
Seasoning:	1 month
Amortization Term (Original):	Payment Schedule			Underwriting and Financial Information:
Loan Amortization Type:	Interest-only, Amortizing Balloon
Interest Accrual Method:	Actual/360			4th Most Recent NOI(7):	NAV
Call Protection:	L(25),D(88),O(7)			3rd Most Recent NOI(7):	NAV
Lockbox Type:	Hard/Upfront Cash Management			2nd Most Recent NOI(7):	NAV
Additional Debt:	Yes			Most Recent NOI(7):	NAV
Additional Debt Type(2):	Pari Passu; Mezzanine
				U/W Revenues:	$17,794,328
				U/W Expenses:	$2,240,410
				U/W NOI:	$15,553,919
Escrows and Reserves:				U/W NCF:	$15,491,048
				U/W NOI DSCR(2):	2.29x
Type:	Initial	Monthly	Cap (If Any)	U/W NCF DSCR(2):	2.29x
Taxes	$499,913	$71,416	NAP	U/W NOI Debt Yield(2):	12.2%
Insurance(3)	$0	Springing	NAP	U/W NCF Debt Yield(2):	12.2%
Replacement Reserves	$0	$0	NAP	Stabilized Appraised Value:	$309,500,000
TI/LC(4)	$0	Springing	NAP	Stabilized Appraisal Valuation Date:	November 1, 2018
Tenant Specific TI/LC Reserve(5)	$13,247,677	$0	NAP	Cut-off Date LTV Ratio(2):	41.0%
Tenant Specific Rent Concession Reserve(6)	$17,046,036	$0	NAP	LTV Ratio at Maturity(2):	37.3%

(1) The Moffett Place B4 Whole Loan (as defined below), which had an original principal balance of $127,000,000, is comprised of four pari passu notes (Notes A-1, A-2, A-3 and A-4). The non-controlling Note A-4 had an original principal balance of $31,750,000, and an outstanding principal balance of $31,750,000 as of the Cut-Off Date and will be contributed to the BANK 2017-BNK7 Trust. The controlling Note A-1 had an original principal balance of $40,000,000; the A-2 note had an original principal balance of $30,000,000; and the A-3 note had an original principal balance of $25,250,000; all of which are expected to be contributed to future trusts. All statistical financial information related to balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the Moffett Place B4 Whole Loan. The lender provides no assurances that any non-securitized pari passu note will not be split further.

(2) The equity interest in the borrower has been pledged to secure mezzanine indebtedness with an original principal balance of $98,000,000. All statistical information related to the balance per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based solely on the Moffett Place B4 Whole Loan. As of the Cut-off Date, the combined U/W NCF DSCR, U/W NOI Debt Yield, Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD were 1.16x, 6.9%, 72.7% and 67.3%, respectively.

(3) Ongoing reserves for insurance premiums are not required as long as the borrower maintains a blanket policy acceptable to lender.

(4) Ongoing monthly TI/LC reserves of $305,620 are required upon the occurrence of any of the following: (i) September 6, 2024; (ii) Google (or any successor or replacement tenant) cancels or terminates its lease (or gives notice of its intent to do so); (iii) Google (or any successor or replacement tenant) “goes dark” in at least 20% of its space (unless the tenant or any sublessee is investment grade rated and paying full unabated rent greater than or equal to the sublessor rent); (iv) Google (or any successor or replacement tenant), is in default under its lease, or is no longer an investment grade entity; or (v) Google enters into or is subject to bankruptcy or similar insolvency proceedings. The TI/LC reserve account will be capped at (a) $9,430,560 as it relates to clauses (i) and (iv) above; and (b) an amount equal to $30.00 per square foot of the applicable terminated or dark space as it relates to clauses (ii) and (iii) above. In lieu of such reserve, the borrower has the right to deliver to lender a letter of credit in the amount of (1) as it relates to clauses (i) and (iv) above, $11,002,320; and (2) as it relates to clauses (ii) and (iii) above, an amount equal to $35.00 per square feet of terminated space and/or $50.00 per square foot of dark space; and (3) $15,717,600 if Google is no longer an investment grade entity.

(5) The Tenant Specific TI/LC Reserve includes existing tenant improvement and leasing commission obligations relating to Google ($13,247,677).

(6) The Tenant Specific Rent Concession Reserve relates to Google’s rent abatement period, which runs through October 2018.

(7) The Moffett Place B4 Property was built in 2017; therefore, historical operating statistics are unavailable.

The Moffett Place B4 mortgage loan is part of a loan combination (the “Moffett Place B4 Whole Loan”) that is evidenced by four promissory notes (Notes A-1, A-2, A-3 and A-4) secured by a first mortgage encumbering the fee interest in a 314,352 square foot, eight-story, class A, single-tenant office building located in Sunnyvale, California (the “Moffett Place B4 Property”), approximately 39.0 miles southeast of the San Francisco, California central business district.

The Moffett Place B4 Property is 100.0% leased to Google Inc. (“Google”) through November 2028, with two, seven-year extension options and no early termination rights. Google took possession of the Moffett Place B4 Property on August 1, 2017. The Moffett

A-3-104 

MOFFETT PLACE B4 

Place B4 Property is part of Moffett Place, a 55.3-acre campus containing six 314,352 square foot office buildings, totaling approximately 1.9 million square feet of office space, and a 52,500 square foot amenities building. Google has pre-leased the entirety of the Moffett Place campus. In Phase I of Moffett Place, Google took possession of Buildings 1, 2 and 5. In Phase II, Google took possession of Building 3 (the sister building of the Moffett Place B4 Property). Building 6 is under construction and Google’s possession will follow the Moffett Place B4 Property. The overall parking ratio for Moffett Place is 3.3 spaces per 1,000 square feet of net rentable area within three parking structures and surface parking. Additionally, the top level of one of the parking structures is improved with the High Garden, which features walking and running trails, outdoor volleyball/basketball courts, bocce ball courts, a putting green, and other recreational facilities.

The Moffett Place B4 Property is located within the northern portion of Sunnyvale, California near the intersection of Bayshore Freeway (U.S. Highway 101) and State Highway 237. The Moffett Place B4 Property is centrally located within 0.75 miles of five Santa Clara Valley Transportation Authority Light rail stations (the Moffett Park, Lockheed Martin, Borregas, Crossman and Fair Oaks stations). According to a third-party market research report, the 2017 estimated population within a three-, five- and 10-mile radius of the Moffett Place B4 Property was 101,123, 342,356, and 1,320,658, respectively; while the 2017 estimated average household income within a three-, five- and 10-mile radius was $128,406, $144,058, $139,063, respectively.

According to a third-party market research report, as of third quarter of 2017, the Moffett Park class A office submarket contained a total inventory of 6.9 million square feet exhibiting a vacancy rate of approximately 4.5% and an average asking rental rate of $61.42 per square foot. According to the appraisal, the Moffett Place B4 Property is located in the Sunnyvale submarket of the Silicon Valley and San Francisco Peninsula office market. As of the first quarter of 2017, the submarket contained approximately 10.9 million square feet of office space exhibiting a vacancy rate of approximately 2.2% and an average asking rental rate of $51.84 per square foot with an average class A office asking rental rate of $58.20 per square foot.

Note Summary⁽¹⁾

Notes	Original Balance	Note Holder	Controlling Interest
A-2	$40,000,000	Deutsche Bank AG	Yes
A-1	$30,000,000	Deutsche Bank AG	No
A-3	$25,250,000	Deutsche Bank AG	No
A-4	$31,750,000	BANK 2017-BNK7	No
Total	$127,000,000

(1) The lender provides no assurances that any non-securitized pari passu note will not be split further.

Sources and Uses

Sources			Uses
Original loan combination amount	$127,000,000	56.4%	Loan payoff	$107,948,334	48.0%
Mezzanine Loan	98,000,000	43.6	Return of Equity	79,272,579	35.2
			Reserves	30,793,626	13.7
			Closing costs	6,985,460	3.1
Total Sources	$225,000,000	100.0%	Total Uses	$225,000,000	100.0%

The following table presents certain information relating to the tenancy at the Moffett Place B4 Property:

Major Tenant

Tenant Name	Credit Rating (Fitch/ Moody’s/ DBRS)	Tenant NRSF	% of NRSF	Annual U/W Base Rent PSF(1)	Annual U/W Base Rent(1)	% of Total Annual U/W Base Rent	Lease Expiration Date
Major Tenant
Google(2)	NR/Aa2/NR	314,352	100.0%	$52.33	$16,449,061	100.0%	11/30/2028(3)
Total Major Tenant		314,352	100.0%	$52.33	$16,449,061	100.0%
Vacant Space		0	0.0%
Collateral Total		314,352	100.0%

(1) Annual U/W Base Rent PSF and Annual U/W Base Rent reflect the average rent over the lease term. Google’s current base rent PSF is $47.16 ($14,824,480 annually).

(2) Google has taken possession of its space and is currently constructing its interior improvements. Google is currently in a rent abatement period through October 2018. All future rent credits or abatements under the Google lease were reserved at the origination of the Moffett Place B4 Whole Loan.

(3) Google has two, 7-year renewal options.

The following table presents certain information relating to the lease rollover schedule at the Moffett Place B4 Property:

A-3-105 

MOFFETT PLACE B4

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
2017	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2018	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
Thereafter	1	314,352	100.0%	314,352	100.0%	$16,449,061(2)	100.0%	$52.33(2)
Vacant	0	0	0.0%	314,352	100.0%	$0	0.0%	$0.00
Total/Weighted Average	1	314,352	100.0%			$16,449,061(2)	100.0%	$52.33(2)

(1) Information obtained from the underwritten rent roll.

(2) Annual U/W Base Rent PSF and Annual U/W Base Rent reflect the average rent over the lease term. The current base rent PSF is $47.16, or $14,824,480 annually.

The following table presents historical occupancy percentages at the Moffett Place B4 Property:

Historical Occupancy

12/31/2013(1)	12/31/2014(1)	12/31/2015(1)	12/31/2016(1)	9/1/2017(2)(3)
NAV	NAV	NAV	NAV	100.0%

(1) The Moffett Place B4 Property was built in 2017; therefore, historical operating statistics are unavailable.

(2) Google has taken possession of its space and is currently constructing its interior improvements. Google is currently in a rent abatement period through October 2018. All future rent credits or abatements under the Google lease were reserved at the origination of the Moffett Place B4 Whole Loan.

(3) Information obtained from the underwritten rent roll.

A-3-106 

MOFFETT PLACE B4

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the Moffett Place B4 Property:

Cash Flow Analysis⁽¹⁾

	U/W	% of U/W Effective Gross Income	U/W $ per SF
Base Rent	$16,449,061(2)	92.4%	$52.33
Grossed Up Vacant Space	0	0.0	0.00
Total Reimbursables	1,829,948	10.3	5.82
Other Income	451,863	2.5	1.44
Less Vacancy & Credit Loss	(936,544)(3)	(5.3)	(2.98)
Effective Gross Income	$17,794,328	100.0%	$56.61
Total Operating Expenses	$2,240,410	12.6%	$7.13
Net Operating Income	$15,553,919	87.4%	$49.48
TI/LC	0	0.0	0.00
Capital Expenditures	62,870	0.4	0.20
Net Cash Flow	$15,491,048	87.1%	$49.28
NOI DSCR(4)	2.29x
NCF DSCR(4)	2.29x
NOI DY(4)	12.2%
NCF DY(4)	12.2%

(1) The Moffett Place B4 Property was built in 2017; therefore, historical operating statistics are unavailable.

(2) Base Rent reflects the average rent over the lease term. The current base rent is $14,824,840 annually ($47.16 per square foot).

(3) The underwritten economic vacancy is 5.0%. The Moffett Place B4 Property was 100.0% physically occupied as of September 1, 2017.

(4) The debt service coverage ratios and debt yields are based on the Moffett Place B4 Whole Loan.

The following table presents certain information relating to comparable office leases for the Moffett Place B4:

Comparable Leases⁽¹⁾

Property Name/Location	Year Built/ Renovated	Total GLA (SF)	Distance from Subject	Tenant Name	Lease Date/Term	Lease Area (SF)	Annual Base Rent PSF	Lease Type
Moffett Towers II 905 11th Avenue Sunnyvale, CA	2016/NAV	350,663	0.9 mile	Lab 126	March 2017/ 10.0 Yrs	350,663	$47.40	NNN
Moffett Gateway 1225 Crossman Avenue Sunnyvale, CA	2016/NAV	298,924	0.9 miles	Google, Inc.	November 2016/ 11.0 Yrs	298,924	$44.40	NNN
10900 Tantau Avenue Cupertino, CA	2008/NAV	102,540	7.1 miles	Panasonic	May 2017/ 5.0 Yrs	43,034	$51.00	NNN
Tree Farm 4440 El Camino Real Los Altos, CA	1999/NAV	96,562	6.4 mile	Toyota	March 2017/ 5.5 Yrs	96,562	$63.00	NNN
Moffett Tower II Bldg. 2 905 11th Avenue Sunnyvale, CA	2017/NAV	362,600	0.9 miles	NAV	Decemeber 2016/ 10.0 Yrs	362,600	$48.00	NNN

(1) Information obtained from the appraisal.

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No. 14 – Lewis Crossing
Loan Information				Property Information
Mortgage Loan Seller:	Wells Fargo Bank, National Association			Single Asset/Portfolio:	Single Asset
				Property Type:	Retail
Original Principal Balance:	$30,000,000			Specific Property Type:	Anchored
Cut-off Date Balance:	$29,962,704			Location:	Conway, AR
% of Initial Pool Balance:	2.5%			Size:	220,003 SF
Loan Purpose:	Refinance			Cut-off Date Balance Per SF:	$136.19
Borrower:	Lewcon Retail, LLC			Year Built/Renovated:	2016/NAP
Borrower Sponsors:	John Collett; Michael E. Robbe;  Michael D. Smith; Tyler C. Covington			Title Vesting:	Fee
Mortgage Rate:	4.310%			Property Manager:	Self-managed
Note Date:	August 2, 2017			4th Most Recent Occupancy(8):	NAV
Anticipated Repayment Date:	NAP			3rd Most Recent Occupancy(8):	NAV
Maturity Date:	August 11, 2027			2nd Most Recent Occupancy(8):	NAV
IO Period:	None			Most Recent Occupancy(8):	NAV
Loan Term (Original):	120 months			Current Occupancy (As of):	89.8% (8/3/2017)
Seasoning:	1 month
Amortization Term (Original):	360 months			Underwriting and Financial Information:
Loan Amortization Type:	Amortizing Balloon
Interest Accrual Method:	Actual/360			4th Most Recent NOI(8):	NAV
Call Protection:	L(25),D(91),O(4)			3rd Most Recent NOI(8):	NAV
Lockbox Type(1):	Springing			2nd Most Recent NOI(8):	NAV
Additional Debt:	None			Most Recent NOI(8):	NAV
Additional Debt Type:	NAP
Escrows and Reserves:				U/W Revenues:	$3,279,757
				U/W Expenses:	$651,084
Type:	Initial	Monthly	Cap (If Any)	U/W NOI:	$2,628,672
Taxes	$21,250	$22,430	NAP	U/W NCF:	$2,486,848
Insurance	$50,160	$4,390(2)	NAP	U/W NOI DSCR:	1.47x
Replacement Reserve(3)	$0	$2,750	$200,000	U/W NCF DSCR:	1.39x
TI/LC Reserves(4)	$0	$13,750	$800,000	U/W NOI Debt Yield:	8.8%
Rent Concession Reserve	$60,695	$0	NAP	U/W NCF Debt Yield:	8.3%
Tenant Specific TI/LC Reserve(5)	$148,393	$0	NAP	As-Is Appraised Value:	$44,900,000
Landlord Upfit Reserve(6)	$502,000	$0	NAP	As-Is Appraisal Valuation Date:	June 23, 2017
Earnout Reserve(7)	$400,000	$0	NAP	Cut-off Date LTV Ratio:	66.7%
				LTV Ratio at Maturity:	53.7%

(1) Springing lockbox upon the occurrence of any of the following: (i) an event of default; (ii) net cash flow debt service coverage ratio (“NCF DSCR”) is less than 1.15x (tested quarterly), or (iii) any tenant occupying at least 12,500 sf at the property “goes dark”, terminates or cancels its lease (or gives notice of its intent to do as much) or enters into bankruptcy or similar insolvency proceedings.

(2) Borrower is not required to make additional monthly insurance reserve deposits with respect to any insurance premiums paid relating to the space for Academy Sports, so long as (i) no event of default has occurred, (ii) the lender determines that Academy Sports is properly maintaining the insurance, (iii) Academy Sports provides lender with evidence of renewal of the policy and timely proof of payment of the insurance premiums, and (iv) Academy Sports’ lease is in full force.

(3) The replacement reserve is capped at $200,000 as long as (i) no event of default has occurred and is continuing, and (ii) the lender determines that the borrower is properly maintaining the Lewis Crossing Property (as defined below).

(4) The TI/LC reserve is capped at $800,000 as long as (i) no event of default has occurred and is continuing and (ii) the debt service coverage ratio is greater than or equal to 1.20x.

(5) The Tenant Specific TI/LC reserve includes existing tenant improvement and leasing commission obligations relating to Success Vision ($45,090), T-Mobile ($64,000), Pop Pop Shop ($27,150), Subway ($3,100), Rita’s ($5,928), and LA Nails ($3,125).

(6) The Landlord Upfit Reserve is related to estimated costs of the landlord upfit work for the approximately 16,733 square feet of vacant space at the Lewis Crossing Property.

(7) The Earnout Reserve shall be disbursed to the borrower at any time prior to June 11, 2018 upon the satisfaction of the following conditions: (i) NCF DSCR is greater than or equal to 1.25x, (ii) net cash flow debt yield is greater than or equal to 8.00%, and (iii) the property has maintained a minimum 89.8% physical occupancy plus incremental leasing from additional tenants that generate at least $40,000 in additional triple net base rent with such tenants in occupancy and paying full, unabated rent. In the event the preceding conditions are not satisfied, lender will deposit the earnout reserve funds into the leasing reserve account, to be used for tenant improvement and leasing commission costs.

(8) Lewis Crossing Property was built in 2016; therefore, historical operating statistics are unavailable.

The mortgage loan (“Lewis Crossing Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering the fee interest in a 220,003-square foot anchored retail center located in Conway, Arkansas (“Lewis Crossing Property”), approximately 30.4 miles south of Little Rock. Constructed in 2016 and situated on a 29.6-acre site, the Lewis Crossing Property is shadow anchored by Sam’s Club (not part of the collateral), and anchored by Academy Sports (“Academy”) (representing 28.6% of the net rentable area and 21.1% of underwritten base rent; rated ‘A’ by Fitch). Academy executed a 15-year triple net lease expiring February, 2032 with three, five-year renewal options. The second largest tenant is Ross Dress for Less (“Ross”) (representing 11.4% of the net rentable area and 10.6% of underwritten base rent; rated ‘A3’ by Moody’s). In addition to Academy

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LEWIS CROSSING

and Ross, the Lewis Crossing Property is occupied by 17 tenants, which each account for an average of 2.9% of the net rentable area. The Lewis Crossing Property contains 835 surface parking spaces, resulting in a parking ratio of 3.8 spaces per 1,000 square feet of rentable area. As of August 3, 2017, Lewis Crossing Property was 89.8% occupied by 19 tenants and approximately 50.6% of the net rentable area occupied by investment grade tenants.

The Lewis Crossing Property is located within the Little Rock, Arkansas metropolitan statistical area. According to the appraisal, the estimated 2017 population within a three- and five-mile radius of the Lewis Crossing Property was 31,401 and 65,539, respectively; and the average household income within the same radii was $53,872 and $65,221, respectively. The Lewis Crossing Property benefits from its proximity to strong transportation routes, including Interstate 40 and Dave Ward Drive, which serve as the western and northern borders of the Lewis Crossing Property, respectively. Additionally, the average daily traffic count passing by the Lewis Crossing Property is 62,000 vehicles.

According to a third party market research report, Lewis Crossing Property is located within the Faulkner County submarket of the Little Rock retail market. As of the third quarter of 2017, the submarket reported a total inventory of approximately 6.6 million square feet with a 3.6% vacancy rate and an average asking rent of $12.25, triple net. The appraiser concluded to market rents for Lewis Crossing Property of $9.50 per square foot for the anchor space, $12.00 per square foot for junior anchor space greater than 17,000 square feet, $14.50 per square foot for junior anchor space less than 17,000 square feet, $26.00 per square foot for inline space greater than 3,000 square feet, $25.00 per square foot for inline space less than 3,000 square feet and $35.00 per square foot for the free-standing retail, all on a triple net basis.

Sources and Uses

Sources			Uses
Original loan amount	$30,000,000	99.9%	Loan Payoff	$28,563,778	95.1%
Borrower sponsors’ new cash	45,000	0.1	Reserves	1,182,498	3.9
contribution			Closing Costs	298,834	1.0
Total Sources	$30,045,000	100.0%	Total Uses	$30,045,000	100.0%

The following table presents certain information relating to the tenancy at Lewis Crossing Property:

Major Tenants

Tenant Name	Credit Rating (Fitch/  Moody’s/  DBRS)(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
Anchor Tenant
Academy	A/NR/NR	62,943	28.6%	$9.30	$585,370	21.1%	2/29/2032(2)
Total Anchor Tenant		62,943	28.6%	$9.30	$585,370	21.1%
Major Tenants
Ross Dress for Less	NR/A3/NR	25,000	11.4%	$11.75	$293,750	10.6%	1/31/2027(3)
Bed Bath & Beyond	NR/Baa1/NR	23,400	10.6%	$12.25	$286,650	10.3%	1/31/2027(3)
Michaels Store	NR/NR/NR	17,060	7.8%	$11.50	$196,190	7.1%	9/30/2026(3)
Petco	NR/B2/NR	12,500	5.7%	$14.50	$181,250	6.5%	1/31/2027(2)
Ulta	NR/NR/NR	10,000	4.5%	$17.50	$175,000	6.3%	9/30/2026(2)
Books-A-Million	NR/NR/NR	10,000	4.5%	$14.00	$140,000	5.1%	7/31/2027(4)
Dollar Tree	NR/NR/NR	10,000	4.5%	$11.50	$115,000	4.2%	8/31/2021(2)
Total Major Tenants		107,960	49.1%	$12.86	$1,387,840	50.1%
Non-Major Tenants		26,767	12.2%	$29.80	$797,625	28.8%
Occupied Collateral Total		197,670	89.8%	$14.02	$2,770,835	100.0%
Vacant Space		22,333	10.2%
Collateral Total		220,003	100.0%

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

(2) Tenant has three, five-year renewal options.

(3) Tenant has four, five-year renewal options.

(4) Tenant has two, five-year renewal options.

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LEWIS CROSSING

The following table presents certain information relating to the lease rollover schedule at Lewis Crossing 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(3)
MTM	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2017	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2018	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	1	10,000	4.5%	10,000	4.5%	$115,000	4.2%	$11.50
2022	6	12,267	5.6%	22,267	10.1%	$324,575	11.7%	$26.46
2023	0	0	0.0%	22,267	10.1%	$0	0.0%	$0.00
2024	0	0	0.0%	22,267	10.1%	$0	0.0%	$0.00
2025	0	0	0.0%	22,267	10.1%	$0	0.0%	$0.00
2026	6	39,960	18.2%	62,227	28.3%	$808,240	29.2%	$20.23
2027	5	72,500	33.0%	134,727	61.2%	$937,650	33.8%	$12.93
Thereafter	1	62,943	28.6%	197,670	89.8%	$585,370	21.1%	$9.30
Vacant	0	22,333	10.2%	220,003	100.0%	$0	0.0%	$0.00
Total/Weighted Average	19	220,003	100.0%			$2,770,835(3)	100.0%	$14.02

(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) Weighted Average Annual U/W Base Rent PSF excludes vacant space.

The following table presents historical occupancy percentages at Lewis Crossing Property:

Historical Occupancy

12/31/2013(1)	12/31/2014(1)	12/31/2015(1)	12/31/2016(1)	8/3/2017(2)
NAV	NAV	NAV	NAV	89.8%

(1) Lewis Crossing was built in 2016; therefore, historical operating statistics are unavailable.

(2) Information obtained from the underwritten rent roll.

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

Cash Flow Analysis

	U/W	% of U/W Effective Gross Income	U/W $ per SF
Base Rent	$2,770,835	84.5%	$12.59
Grossed Up Vacant Space	569,130	17.4	2.59
Total Reimbursables	501,205	15.3	2.28
Other Income	7,716	0.2	0.04
Less Vacancy & Credit Loss	(569,130)(1)	(17.4)	(2.59)
Effective Gross Income	$3,279,757	100.0%	$14.91
Total Operating Expenses	$651,084	19.9%	2.96
Net Operating Income	$2,628,672	80.1%	$11.95
TI/LC	108,824	3.3	0.49
Capital Expenditures	33,000	1.0	0.15
Net Cash Flow	$2,486,848	75.8%	$11.30
NOI DSCR	1.47x
NCF DSCR	1.39x
NOI DY	8.8%
NCF DY	8.3%

(1) The underwritten economic vacancy is 17.0%. Lewis Crossing Property was 89.8% physically occupied as of August 3, 2017.

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LEWIS CROSSING

The following table presents certain information relating to comparable properties to Lewis Crossing Property:

Comparable Leases⁽¹⁾

Property Name/Location	Year Built/ Renovated	Total GLA (SF)	Distance from Subject	Tenant Name	Lease Date / Term	Lease Area (SF)	Annual Base Rent PSF	Lease Type
Conway Commons  650 Elsinger Boulevard  Conway, AR	2004/2011	424,559	1.8 miles	Dick’s Sporting Goods	Nov. 2011  / 15.0 Yrs	43,466	$11.00	NNN
Conway Commons  650 Elsinger Boulevard  Conway, AR	2004/2011	424,559	1.8 miles	Old Navy	Sep. 2009  / 7.0 Yrs	14,800	$12.50	NNN
Conway Commons  650 Elsinger Boulevard  Conway, AR	2004/2011	424,559	1.8 miles	Staples	Feb. 2009  / 10.0 Yrs	20,390	$14.71	NNN
Conway Commons  650 Elsinger Boulevard  Conway, AR	2004/2011	424,559	1.8 miles	Best Buy	May 2007  / 10.5 Yrs	20,045	$15.00	NNN
Conway Commons  650 Elsinger Boulevard  Conway, AR	2004/2011	424,559	1.8 miles	PetSmart	Dec. 2004  / 15.0 Yrs	20,087	$11.60	NNN
Conway Commons  650 Elsinger Boulevard  Conway, AR	2004/2011	424,559	1.8 miles	TJ Maxx	Sep. 2004  / 15.0 Yrs	50,000	$8.00	NNN
Ridge Plaza  1220-1360 Old Morrilton  Conway, AR	2000/NAP	76,765	4.0 miles	Hasting’s	Sep. 2014  / 5.0 Yrs	28,320	$8.65	Gross
Ridge Plaza  1220-1360 Old Morrilton  Conway, AR	2000/NAP	76,765	4.0 miles	Family Play Center	Jan. 2014  / 5.0 Yrs	25,200	$9.00	Gross

(1) Information obtained from the appraisal.

A-3-111 

No. 15 – First Stamford Place
Loan Information					Property Information
Mortgage Loan Seller:		Wells Fargo Bank, National Association			Single Asset/Portfolio:	Single Asset
					Property Type:	Office
Original Principal Balance(1):		$25,000,000			Specific Property Type:	CBD
Cut-off Date Balance(1):		$25,000,000			Location:	Stamford, CT
% of Initial Pool Balance:		2.1%			Size:	810,475 SF
Loan Purpose:		Refinance			Cut-off Date Balance Per SF(1):	$202.35
Borrower Name:		ESRT First Stamford Place SPE, L.L.C.			Year Built/Renovated:	1986/2015
Borrower Sponsor:		Empire State Realty OP, L.P.			Title Vesting:	Fee
Mortgage Rate:		4.0878%			Property Manager:	Self-managed
Note Date:		June 5, 2017			4th Most Recent Occupancy (As of):	86.5% (12/31/2013)
Anticipated Repayment Date:		NAP			3rd Most Recent Occupancy (As of):	91.4% (12/31/2014)
Maturity Date:		July 1, 2027			2nd Most Recent Occupancy (As of):	95.5% (12/31/2015)
IO Period:		120 months			Most Recent Occupancy (As of):	96.1% (12/31/2016)
Loan Term (Original):		120 months			Current Occupancy (As of):	91.0% (4/1/2017)
Seasoning:		2 months
Amortization Term (Original):		NAP			Underwriting and Financial Information:
Loan Amortization Type:		Interest-only, Balloon
Interest Accrual Method:		Actual/360			4th Most Recent NOI (As of):	$17,997,474 (12/31/2014)
Call Protection:		L(26),D(90),O(4)			3rd Most Recent NOI (As of):	$19,249,658 (12/31/2015)
Lockbox Type:		Hard/Springing Cash Management			2nd Most Recent NOI (As of):	$21,403,633 (12/31/2016)
Additional Debt(1)(2):		Yes			Most Recent NOI (As of):	$20,431,940 (TTM 3/31/2017)
Additional Debt Type(1)(2):		Pari Passu; Mezzanine
					U/W Revenues:	$34,742,601
					U/W Expenses:	$13,991,349
					U/W NOI:	$20,751,252
Escrows and Reserves:					U/W NCF:	$18,446,560
					U/W NOI DSCR(1)(2):	3.05x
Type:	Initial		Monthly	Cap (If Any)	U/W NCF DSCR(1)(2):	2.71x
Taxes	$2,486,098		$334,939	NAP	U/W NOI Debt Yield(1)(2):	12.7%
Insurance	$0		Springing(3)	NAP	U/W NCF Debt Yield(1)(2):	11.2%
TI/LC Reserve	$0		$168,848	NAP	As-Is Appraised Value:	$285,000,000
Replacement Reserve	$0		$15,458	$556,493	As-Is Appraisal Valuation Date:	May 3, 2017
Tenant Specific TI/LC Reserve(4)	$5,248,949		$0	NAP	Cut-off Date LTV Ratio(1)(2):	57.5%
Free Rent Reserve(5)	$4,138,229		$0	NAP	LTV Ratio at Maturity(1)(2):	57.5%

(1) See “The Mortgage Loan” section. All statistical financial information related to balance per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the funded outstanding principal balance of the First Stamford Place Whole Loan (as defined below).

(2) The equity interest in the borrower has been pledged to secure mezzanine indebtedness with an original principal balance of $16,000,000 (“the First Stamford Place Mezzanine Loan”). All statistical information related to the balance per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based solely on the First Stamford Place Whole Loan. As of the Cut-off Date, the combined U/W NCF DSCR, U/W NOI Debt Yield, Cut-off Date LTV Ratio and LTV Ratio at Maturity including the First Stamford Place Mezzanine Loan were 1.73x, 11.5%, 63.2% and 57.6%, respectively.

(3) The First Stamford Place Whole Loan documents do not require ongoing monthly escrows for insurance premiums so long as (i) no event of default under the First Stamford Place Whole Loan documents or the First Stamford Place Mezzanine Loan documents; (ii) insurance requirements are being satisfied by a blanket policy acceptable to the lender; and (iii) the borrower provides the lender with evidence of renewal of the policies and timely proof of payment of the insurance premiums.

(4) The Tenant Specific TI/LC Reserve is an upfront escrow for existing tenant improvement and leasing commissions related to four tenants totaling $5,248,949.

(5) The Free Rent Reserve is an upfront escrow for existing gap rent and free rent obligations related to seven tenants totaling $4,138,229.

The Mortgage Loan. The mortgage loan (the “First Stamford Place Mortgage Loan”) is part of a whole loan (the “First Stamford Place Whole Loan”) that is evidenced by five pari passu promissory notes (Notes A-1-A, A-1-B, A-1-C, A-2-A and A-2-B) secured by a first mortgage encumbering an office building located in Stamford, Connecticut (the “First Stamford Place Property”). The First Stamford Place Whole Loan was co-originated on June 5, 2017 by JPMorgan Chase Bank, National Association and Wells Fargo Bank, National Association. The First Stamford Place Whole Loan had an original principal balance of $164,000,000, has an outstanding principal balance as of the Cut-off Date of $164,000,000 and accrues interest at an interest rate of 4.0878% per annum. The First Stamford Place Whole Loan had an initial term of 120 months, has a remaining term of 118 months as of the Cut-off Date and requires payments of interest-only through the term of the First Stamford Place Whole Loan. The First Stamford Place Whole Loan matures on July 1, 2027.

The First Stamford Place Mortgage Loan, evidenced by the non-controlling Note A-2-A, which will be contributed to the BANK 2017-BNK7 Trust, had an original principal balance of $25,000,000 and has an outstanding principal balance as of the Cut-off Date of $25,000,000. The controlling Note A-1-A, with an original principal balance of $60,000,000, was contributed to the JPMCC 2017-JP7 Trust. The non-controlling Notes A-1-B and A-1-C, with an original aggregate principal balance of $54,800,000, are currently held by JPMorgan Chase Bank, National Association and are expected to be contributed to a future trust or trusts. The non-controlling Note

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FIRST STAMFORD PLACE

A-2-B, with an original principal balance of $24,200,000, was contributed to the WFCM 2017-C39 Trust. The lender provides no assurances that any non-securitized pari passu note will not be split further. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the Prospectus.

Note Summary

Notes	Original Balance	Note Holder	Controlling Interest
A-1-A	$60,000,000	JPMCC 2017-JP7	Yes
A-1-B	$27,400,000	JPMorgan Chase Bank, National Association	No
A-1-C	$27,400,000	JPMorgan Chase Bank, National Association	No
A-2-A	$25,000,000	BANK 2017-BNK7	No
A-2-B	$24,200,000	WFCM 2017-C39	No
Total	$164,000,000

Following the lockout period, the borrower has the right to defease the First Stamford Place Whole Loan in whole, but not in part, on any date before April 1, 2027. In addition, the First Stamford Place Whole Loan is prepayable without penalty on or after April 1, 2027.

Sources and Uses

Sources			Uses
Original whole loan amount	$164,000,000	65.9%	Loan payoff	$234,583,792	94.2%
Mezzanine loan	16,000,000	6.4	Upfront reserves	11,873,276	4.8
Sponsor equity contribution	68,968,545	27.7	Closing costs	2,511,477	1.0
Total Sources	$248,968,545	100.0%	Total Uses	$248,968,545	100.0%

The Property. The First Stamford Place property is an 810,475 square foot Class A office complex located in the central business district (“CBD”) of Stamford, Connecticut. Constructed in 1986, the property consists of two seven-story buildings and one four-story building situated on approximately 9.8 acres. The property features a cafeteria, a café with extended hours, a hair salon, a fitness center, a conference center, a day care center, a dry cleaning service, a shoe shine service and a car wash and detailing area. Tenants at the property also have access to a tennis court and swimming pool at the adjacent Hilton Stamford Hotel. The property is currently undergoing an approximately $750,000 renovation to the plaza of one building and according to property management, the sponsor plans to spend at least $850,000 to upgrade the plazas of the other two buildings by 2018. Capital expenditures include upgrades to the lobby, corridors, restrooms and parking garage, among other interior and exterior renovations. Additionally, the property features a subterranean parking garage with 1,853 parking spaces, resulting in a parking ratio of approximately 2.3 spaces per 1,000 square feet of space.

As of April 1, 2017, the property was 91.0% leased to 53 tenants. The property has experienced recent leasing momentum, signing 17 new and renewal leases (17.2% of net rentable area) since June 2015. The largest tenant, Legg Mason & Co., LLC (“Legg Mason”), leases 137,583 square feet (17.0% of the net rentable area) through September 2024 and has been a tenant at the property since 1997. Founded in 1899, Legg Mason (NYSE: LM) is a diversified asset management firm headquartered in Baltimore, Maryland. Legg Mason serves individual and institutional investors across six continents and had approximately $728.4 billion of assets under management as of March 31, 2017. Legg Mason accounts for approximately 19.9% of the underwritten base rent at the property and its lease does not contain any renewal options. Legg Mason subleases 47,015 square feet to United Rentals, Inc. and 10,884 square feet to Northern Fund Management America, LLC (“Northern Fund”), each through September 2024. The second largest tenant, Odyssey Reinsurance Company (“Odyssey Reinsurance”), leases 101,619 square feet (12.5% of the net rentable area) through September 2022 and has been a tenant at the property since 1997. Odyssey Reinsurance is the flagship reinsurer of OdysseyRe Holdings Corp., an international multi-line reinsurer and specialty insurer founded in 1900. Odyssey Reinsurance is headquartered at the property, where it underwrites casualty, property, surety, accident and health, marine and aviation insurance. Odyssey Reinsurance accounts for approximately 13.0% of the underwritten base rent at the property and its lease contains two five-year renewal options. Odyssey Reinsurance subleases 3,259 square feet to Fresh Nation LLC through May 2018. The third largest tenant, Partner Reinsurance Company of the U.S. (“Partner Reinsurance”), leases 56,690 square feet (7.0% of the net rentable area) through January 2029 and has been a tenant since January 2017. Partner Reinsurance is a subsidiary of PartnerRe Ltd., an international reinsurer, servicing more than 2,000 clients in more than 150 countries. Partner Reinsurance accounts for approximately 7.9% of the underwritten base rent at the property and its lease contains two remaining five-year extension options.

A-3-113 

FIRST STAMFORD PLACE

The following table presents certain information relating to the tenancies at the First Stamford Place Property:

Major Tenants⁽¹⁾

Tenant Name	Credit Rating (Moody’s/ S&P/ Fitch)(2)	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
Major Tenants
Legg Mason(3)(4)(5)	Baa1/BBB/NR	137,584	17.0%	$44.01	$6,055,715	19.9%	9/30/2024
Odyssey Reinsurance(6)	A3/A-/NR	101,619	12.5%	$38.95	$3,958,061	13.0%	9/30/2022
Partner Reinsurance	A1/A+/A+	56,690	7.0%	$42.50	$2,409,325	7.9%	1/31/2029(7)
Elizabeth Arden, Inc.	B1/B/NR	39,775	4.9%	$41.00	$1,630,775	5.4%	10/31/2021
Ernst & Young U.S. LLP	NR/NR/NR	35,661	4.4%	$42.00	$1,497,762	4.9%	5/31/2020
Crane Company	Baa2/BBB/NR	32,801	4.0%	$39.96	$1,310,869	4.3%	6/30/2018
Citi - CRS(8)	Baa1/BBB+/A	30,590	3.8%	$51.00	$1,560,090	5.1%	7/31/2018
Novitex Enterprise Solutions, Inc.	NR/A/NR	22,429	2.8%	$39.25	$880,338	2.9%	7/31/2021(9)
Aircastle Advisors LLC	Ba1/BB+/NR	19,214	2.4%	$39.00	$749,346	2.5%	12/31/2022(10)
National Indemnity Company	Aa2/AA/A+	16,851	2.1%	$33.00	$556,083	1.8%	10/31/2020
Total Major Tenants		493,214	60.9%	$41.78	$20,608,364	67.8%
Non-Major Tenants		244,117	30.1%	$40.02	$9,769,411	32.2%
Occupied Collateral Total		737,331	91.0%	$41.20	$30,377,775	100.0%
Vacant Space		73,144	9.0%
Collateral Total		810,475	100.0%

(1) Information obtained from the underwritten rent roll.

(2) Certain ratings provided are for the parent company of the tenant whether or not the parent company guarantees the lease.

(3) Legg Mason occupies 136,959 square feet for $44.00 per square foot and 625 square feet of storage space for $18.50 per square foot.

(4) Legg Mason subleases 47,015 square feet to United Rentals, Inc. and 10,884 square feet to Northern Fund for $29.00 and $24.00 per square foot, respectively. Each sublease expires in September 2024.

(5) Legg Mason has the right to contract its space by not less than 20,000 square feet and up to 30,000 square feet by February 28, 2019 with 19 months’ notice and payment of a termination fee equal to unamortized leasing costs plus brokerage fee to re-lease the space.

(6) Odyssey Reinsurance subleases 3,259 square feet to Fresh Nation LLC for $30.00 per square foot through May 2018.

(7) Partner Reinsurance has the right to terminate its lease on or after January 31, 2027 with 12 months’ notice and payment of a termination fee equal to approximately $2.3 million.

(8) Citi – CRS subleases its entire space to Cenveo Corporation for $25.50 per square foot through June 30, 2018.

(9) Novitex Enterprise Solutions, Inc. has the right to terminate its lease on July 31, 2019 with 14 months’ notice and payment of a termination fee equal to unamortized leasing costs.

(10) Aircastle Advisors LLC has the right to terminate its lease on December 31, 2019 with 15 months’ notice and payment of a termination fee equal to approximately $542,000.

A-3-114 

FIRST STAMFORD PLACE

The following table presents certain information relating to the lease rollover schedule at the First Stamford Place 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(3)
MTM	4	5,925	0.7%	5,925	0.7%	$229,201	0.8%	$38.68
2017	0	0	0.0%	5,925	0.7%	$0	0.0%	$0.00
2018	17	119,905	14.8%	125,830	15.5%	$4,844,694	15.9%	$40.40
2019	5	25,476	3.1%	151,306	18.7%	$763,378	2.5%	$29.96
2020	11	76,263	9.4%	227,569	28.1%	$3,154,821	10.4%	$41.37
2021	10	96,428	11.9%	323,997	40.0%	$4,039,384	13.3%	$41.89
2022	7	125,687	15.5%	449,684	55.5%	$4,927,939	16.2%	$39.21
2023	5	25,385	3.1%	475,069	58.6%	$1,053,449	3.5%	$41.50
2024	11	159,994	19.7%	635,063	78.4%	$7,028,628	23.1%	$43.93
2025	2	23,756	2.9%	658,819	81.3%	$979,020	3.2%	$41.21
2026	0	0	0.0%	658,819	81.3%	$0	0.0%	$0.00
2027	2	21,822	2.7%	680,641	84.0%	$947,936	3.1%	$43.44
Thereafter(4)	1	56,690	7.0%	737,331	91.0%	$2,409,325	7.9%	$42.50
Vacant	0	73,144	9.0%	810,475	100.0%	$0	0.0%	$0.00
Total/Weighted Average	75	810,475	100.0%			$30,377,775	100.0%	$41.20

(1) Information obtained from the underwritten rent roll.

(2) Certain tenants may have lease termination options that are exercisable prior to the stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule.

(3) Weighted Average Annual U/W Base Rent PSF excludes vacant space.

(4) Includes 1,460 square feet for a conference room, which has not attributable Annual U/W Base Rent.

The following table presents historical occupancy percentages at the First Stamford Place Property:

Historical Occupancy

12/31/2013(1)	12/31/2014(1)	12/31/2015(1)	12/31/2016(1)	4/1/2017(2)
86.5%	91.4%	95.5%	96.1%	91.0%

(1) Information obtained from the borrower.

(2) Information obtained from the underwritten rent roll.

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the underwritten net cash flow at the First Stamford Place Property:

Cash Flow Analysis

	2014	2015	2016	TTM 3/31/2017	U/W	% of U/W Effective Gross Income	U/W $ per SF
Base Rent	$28,091,863	$29,495,653	$30,869,609	$30,799,727	$33,488,771(1)	96.4%	$41.32
Less Free Rent	(453,596)	(747,530)	(299,860)	(853,238)	0	0.0	0.00
Less Collection Loss	(84,547)	(50,535)	(18,712)	(5,236)	0	0.0	0.00
Total Reimbursables	4,142,764	4,306,507	4,421,671	4,208,927	4,000,245	11.5	4.94
Other Income(2)	264,219	424,523	435,492	388,806	388,806	1.1	0.48
Less Vacancy & Credit Loss	0	0	0	0	(3,135,221)(3)	(9.0)	(3.87)
Effective Gross Income	$31,960,703	$33,428,618	$35,408,200	$34,538,986	$34,742,601	100.0%	$42.87
Total Operating Expenses	$13,963,229	$14,178,960	$14,004,567	$14,107,046	$13,991,349	40.3%	$17.26
Net Operating Income	$17,997,474	$19,249,658	$21,403,633	$20,431,940	$20,751,252	59.7%	$25.60
TI/LC	0	0	0	0	2,118,282	6.1	2.61
Capital Expenditures	0	0	0	0	186,409	0.5	0.23
Net Cash Flow	$17,997,474	$19,249,658	$21,403,633	$20,431,940	$18,446,560	53.1%	$22.76
NOI DSCR(4)	2.65x	2.83x	3.15x	3.01x	3.05x
NCF DSCR(4)	2.65x	2.83x	3.15x	3.01x	2.71x
NOI DY(4)	11.0%	11.7%	13.1%	12.5%	12.7%
NCF DY(4)	11.0%	11.7%	13.1%	12.5%	11.2%

(1) U/W Base Rent includes rent steps totaling $261,772 through August 31, 2018.

(2) Other Income is comprised of primarily transient parking income and also includes other tenant amenity income.

(3) The underwritten economic vacancy is 9.4%. As of April 1, 2017 the First Stamford Place Property was 91.0% occupied.

(4) The debt service coverage ratios and debt yields are based on the First Stamford Place Whole Loan.

A-3-115 

FIRST STAMFORD PLACE

The following tables present certain information relating to comparable leases for the First Stamford Place Property:

Comparable Office Leases⁽¹⁾

Property Name/Location	Year Built	Stories	Total Office GLA (SF)	Tenant Name	Lease Date/Term	Lease Area (SF)	Annual Base Rent PSF	Lease Type
One Stamford Forum 201 Tresser Boulevard, Stamford, CT	1973	13	504,471	Aircastle Advisors, LLC	January 2017 / 11.1 Yrs.	31,117	$43.00	MG
One Stamford Forum 201 Tresser Boulevard, Stamford, CT	1973	13	504,471	Deutsch Family Wines & Spirits	April 2016 / 11.0 Yrs.	43,563	$42.00	MG
BLT Financial Centre 695 East Main St, Stamford, CT	1984	6	590,440	Henkel Corp	November 2016 / 13.3 Yrs.	134,416	$47.50	MG
Stamford Towers 680 Washington Boulevard, Stamford, CT	1989	11	133,000	Citibank	June 2016 / 11.3 Yrs	47,340	$40.00	MG
Stamford Towers 680 Washington Boulevard, Stamford, CT	1989	11	133,000	The Bank of Ireland	April 2016 / 10.8 Yrs	20,217	$43.00	MG

(1) Information obtained from the appraisal.

A-3-116 

ANNEX A-4

MOFFETT PLACE B4 AMORTIZATION SCHEDULE

Due Date	Mortgage Loan Principal Due ($)
October 2017	0.00
November 2017	0.00
December 2017	0.00
January 2018	0.00
February 2018	0.00
March 2018	0.00
April 2018	0.00
May 2018	0.00
June 2018	0.00
July 2018	0.00
August 2018	0.00
September 2018	0.00
October 2018	0.00
November 2018	0.00
December 2018	0.00
January 2019	0.00
February 2019	0.00
March 2019	0.00
April 2019	0.00
May 2019	0.00
June 2019	0.00
July 2019	0.00
August 2019	0.00
September 2019	0.00
October 2019	0.00
November 2019	0.00
December 2019	0.00
January 2020	0.00
February 2020	0.00
March 2020	0.00
April 2020	0.00
May 2020	0.00
June 2020	0.00
July 2020	0.00
August 2020	0.00
September 2020	0.00
October 2020	0.00
November 2020	0.00
December 2020	0.00
January 2021	0.00
February 2021	0.00
March 2021	0.00
April 2021	0.00
May 2021	0.00
June 2021	0.00
July 2021	0.00
August 2021	0.00
September 2021	0.00
October 2021	0.00
November 2021	0.00
December 2021	0.00
January 2022	0.00
February 2022	0.00
March 2022	0.00
April 2022	0.00
May 2022	0.00
June 2022	0.00
July 2022	0.00
August 2022	0.00
September 2022	41,463.36
October 2022	45,206.33
November 2022	41,768.16
December 2022	45,502.33
January 2023	42,075.07
February 2023	42,223.04
March 2023	53,089.19
April 2023	42,558.23
May 2023	46,269.60
June 2023	42,870.62

Due Date	Mortgage Loan Principal Due ($)
July 2023	46,572.97
August 2023	43,185.17
September 2023	43,337.04
October 2023	47,025.94
November 2023	43,654.83
December 2023	47,334.56
January 2024	43,974.82
February 2024	44,129.46
March 2024	51,306.34
April 2024	44,465.09
May 2024	48,121.44
June 2024	44,790.70
July 2024	48,437.65
August 2024	45,118.56
September 2024	45,277.23
October 2024	48,910.14
November 2024	45,608.46
December 2024	49,231.82
January 2025	45,941.99
February 2025	46,103.56
March 2025	56,606.50
April 2025	46,464.77
May 2025	50,063.42
June 2025	46,804.24
July 2025	50,393.09
August 2025	47,146.06
September 2025	47,311.86
October 2025	50,886.06
November 2025	47,657.20
December 2025	51,221.44
January 2026	48,004.93
February 2026	48,173.75
March 2026	58,482.93
April 2026	48,548.84
May 2026	52,087.35
June 2026	48,902.75
July 2026	52,431.05
August 2026	49,259.12
September 2026	49,432.35
October 2026	52,945.37
November 2026	49,792.39
December 2026	53,295.02
January 2027	50,154.93
February 2027	50,331.31
March 2027	60,438.54
April 2027	50,720.86
May 2027	54,196.70
June 2027	51,089.83
July 2027	54,555.02
August 2027	28,907,048.62

A-4-1 

(THIS PAGE INTENTIONALLY LEFT BLANK) 

ANNEX B

FORM OF DISTRIBUTION DATE STATEMENT

B-1 

(THIS PAGE INTENTIONALLY LEFT BLANK) 

	BANK 2017-BNK7 Commercial Mortgage Pass-Through Certificates Series 2017-BNK7	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	10/17/17
Corporate Trust Services		Record Date:	9/29/17
8480 Stagecoach Circle		Determination Date:	10/11/17
Frederick, MD 21701-4747

DISTRIBUTION DATE STATEMENT
Table of Contents
STATEMENT SECTIONS	PAGE(s)
Certificate Distribution Detail	2
Certificate Factor Detail	3
Reconciliation Detail	4
Other Required Information	5
Cash Reconciliation Detail	6
Current Mortgage Loan and Property Stratification Tables	7 - 9
Mortgage Loan Detail	10
NOI Detail	11
Principal Prepayment Detail	12
Historical Detail	13
Delinquency Loan Detail	14
Specially Serviced Loan Detail	15 - 16
Advance Summary	17
Modified Loan Detail	18
Historical Liquidated Loan Detail	19
Historical Bond / Collateral Loss Reconciliation	20
Interest Shortfall Reconciliation Detail	21 - 22
Supplemental Reporting	23

	Depositor	Master Servicer	Master & Special Servicer	Special Servicer	Asset Representations Reviewer/Operating Advisor
	Wells Fargo Commercial Mortgage Securities, Inc.  301 South College St Charlotte, NC 28288-0166 Contact:              ream_investorrelations@wel lsfargo.com Phone Number:  (704) 374-6161	Wells Fargo Bank, National Association Three Wells Fargo, MAC D1050-084 401 S. Tryon Street, 8th Floor Charlotte, NC 28202 Contact:    REAM_InvestorRelations@ wellsfargo.com	National Cooperative Bank, N.A. 2011 Crystal Drive Suite 800 Arlington, VA 22202 Contact:              Kathleen Luzik Phone Number:  (703) 302-1902	Rialto Capital Advisors, LLC 790 NW 107th Avenue 4th Floor Miami, FL 33172 Contact:  Niral.shah@rialtocapital.com	Pentalpha Surveillance LLC PO Box 4839 Greenwich, CT 06831 Contact:             Don Simon Phone Number: (203) 660-6100
This report is compiled by Wells Fargo Bank, N.A. from information provided by third parties. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of the information.
Please visit www.ctslink.com for additional information and if applicable, any special notices and any credit risk retention notices. In addition, certificateholders may register online for email notification when special notices are posted. For information or assistance please call 866-846-4526.

Page 1 of 23 

	BANK 2017-BNK7 Commercial Mortgage Pass-Through Certificates Series 2017-BNK7	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	10/17/17
Corporate Trust Services		Record Date:	9/29/17
8480 Stagecoach Circle		Determination Date:	10/11/17
Frederick, MD 21701-4747

Certificate Distribution Detail
Class	CUSIP	Pass-Through Rate	Original Balance	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Premium	Realized Loss/ Additional Trust Fund Expenses	Total Distribution	Ending Balance	Current  Subordination Level (1)
A-1		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-2		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-3		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-SB		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-4		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-5		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-S		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
B		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
C		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
D		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
E		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
F		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
G		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
V		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
R		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
RR Interest		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Totals			0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Class	CUSIP	Pass-Through Rate	Original Notional Amount	Beginning Notional Amount	Interest Distribution	Prepayment Premium	Total Distribution	Ending Notional Amount
X-A		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
X-B		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
X-D		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
X-E		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
X-F		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
X-G		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and dividing the result by (A).

Page 2 of 23 

	BANK 2017-BNK7 Commercial Mortgage Pass-Through Certificates Series 2017-BNK7	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	10/17/17
Corporate Trust Services		Record Date:	9/29/17
8480 Stagecoach Circle		Determination Date:	10/11/17
Frederick, MD 21701-4747

Certificate Factor Detail
	Class	CUSIP	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Premium	Realized Loss/ Additional Trust Fund Expenses	Ending Balance
	A-1		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-2		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-3		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-SB		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-4		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-5		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-S		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	B		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	C		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	D		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	E		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	F		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	G		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	V		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	R		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	RR Interest		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	Class	CUSIP	Beginning Notional Amount	Interest Distribution	Prepayment Premium	Ending Notional Amount
	X-A		0.00000000	0.00000000	0.00000000	0.00000000
	X-B		0.00000000	0.00000000	0.00000000	0.00000000
	X-D		0.00000000	0.00000000	0.00000000	0.00000000
	X-E		0.00000000	0.00000000	0.00000000	0.00000000
	X-F		0.00000000	0.00000000	0.00000000	0.00000000
	X-G		0.00000000	0.00000000	0.00000000	0.00000000

Page 3 of 23 

	BANK 2017-BNK7 Commercial Mortgage Pass-Through Certificates Series 2017-BNK7	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	10/17/17
Corporate Trust Services		Record Date:	9/29/17
8480 Stagecoach Circle		Determination Date:	10/11/17
Frederick, MD 21701-4747

Reconciliation Detail
Principal Reconciliation
	Stated Beginning Principal Balance	Unpaid Beginning Principal Balance	Scheduled Principal	Unscheduled Principal	Principal Adjustments	Realized Loss	Stated Ending Principal Balance	Unpaid Ending Principal Balance	Current Principal Distribution Amount
Total	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

Certificate Interest Reconciliation
Class	Accrual Dates	Accrual Days	Accrued Certificate Interest	Net Aggregate Prepayment Interest Shortfall	Distributable Certificate Interest	Distributable Certificate Interest Adjustment	WAC CAP Shortfall	Interest Shortfall/(Excess)	Interest Distribution	Remaining Unpaid Distributable Certificate Interest
A-1	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-2	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-3	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-SB	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-4	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-5	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-A	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-B	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-D	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-E	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-F	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-G	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-S	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
B	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
C	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
D	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
E	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
F	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
G	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
RR Interest	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Totals		0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

Page 4 of 23 

	BANK 2017-BNK7 Commercial Mortgage Pass-Through Certificates Series 2017-BNK7	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	10/17/17
Corporate Trust Services		Record Date:	9/29/17
8480 Stagecoach Circle		Determination Date:	10/11/17
Frederick, MD 21701-4747

Other Required Information
Available Distribution Amount (1)		0.00
Retained Certificate Available Funds		0.00
			Appraisal Reduction Amount
			Loan Number	Appraisal	Cumulative	Most Recent
				Reduction	ASER	App. Reduction
				Effected	Amount	Date
	Controlling Class Information
	Controlling Class:
	Effective as of: mm/dd/yyyy
			Total
(1) The Available Distribution Amount includes any Prepayment Premiums.

Page 5 of 23 

	BANK 2017-BNK7 Commercial Mortgage Pass-Through Certificates Series 2017-BNK7	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	10/17/17
Corporate Trust Services		Record Date:	9/29/17
8480 Stagecoach Circle		Determination Date:	10/11/17
Frederick, MD 21701-4747

Cash Reconciliation Detail
Total Funds Collected			Total Funds Distributed
Interest:			Fees:
Scheduled Interest	0.00		Master Servicing Fee - Wells Fargo Bank, N.A.	0.00
Interest reductions due to Nonrecoverability Determinations	0.00		Trustee Fee - Wilmington Trust, N.A.	0.00
Interest Adjustments	0.00		Certificate Administrator Fee - Wells Fargo Bank, N.A.	0.00
Deferred Interest	0.00		CREFC® Intellectual Property Royalty License Fee	0.00
ARD Interest	0.00		Operating Advisor Fee - Pentalpha Surveillance LLC	0.00
Default Interest and Late Payment Charges	0.00		Asset Representations Reviewer Fee - Pentalpha	0.00
Net Prepayment Interest Shortfall	0.00		Surveillance LLC
Net Prepayment Interest Excess	0.00		Total Fees		0.00
Extension Interest	0.00
Interest Reserve Withdrawal	0.00
Total Interest Collected		0.00	Additional Trust Fund Expenses:
			Reimbursement for Interest on Advances	0.00
Principal:			ASER Amount	0.00
Scheduled Principal	0.00		Special Servicing Fee	0.00
Unscheduled Principal	0.00		Attorney Fees & Expenses	0.00
Principal Prepayments	0.00		Bankruptcy Expense	0.00
Collection of Principal after Maturity Date	0.00		Taxes Imposed on Trust Fund	0.00
Recoveries from Liquidation and Insurance Proceeds	0.00		Non-Recoverable Advances	0.00
Excess of Prior Principal Amounts paid	0.00		Workout-Delayed Reimbursement Amounts	0.00
Curtailments	0.00		Other Expenses	0.00
Negative Amortization	0.00		Total Additional Trust Fund Expenses		0.00
Principal Adjustments	0.00
Total Principal Collected		0.00	Interest Reserve Deposit		0.00
			Payments to Certificateholders & Others:
Other:			Interest Distribution	0.00
Prepayment Premiums/Yield Maintenance Charges	0.00		Principal Distribution	0.00
Repayment Fees	0.00		Prepayment Premiums/Yield Maintenance Charges	0.00
Borrower Option Extension Fees	0.00		Borrower Option Extension Fees	0.00
Excess Liquidation Proceeds	0.00		Net Swap Counterparty Payments Received	0.00
Net Swap Counterparty Payments Received	0.00		Total Payments to Certificateholders & Others		0.00
Total Other Collected		0.00	Total Funds Distributed		0.00
Total Funds Collected		0.00

Page 6 of 23 

	BANK 2017-BNK7 Commercial Mortgage Pass-Through Certificates Series 2017-BNK7	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	10/17/17
Corporate Trust Services		Record Date:	9/29/17
8480 Stagecoach Circle		Determination Date:	10/11/17
Frederick, MD 21701-4747

Current Mortgage Loan and Property Stratification Tables Aggregate Pool

Scheduled Balance

State (3)

Scheduled Balance

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

State

# of Props.

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

Totals

Totals

See footnotes on last page of this section.

Page 7 of 23 

	BANK 2017-BNK7 Commercial Mortgage Pass-Through Certificates Series 2017-BNK7	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	10/17/17
Corporate Trust Services		Record Date:	9/29/17
8480 Stagecoach Circle		Determination Date:	10/11/17
Frederick, MD 21701-4747

Current Mortgage Loan and Property Stratification Tables Aggregate Pool

Debt Service Coverage Ratio

Property Type (3)

Debt Service Coverage Ratio

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

Property Type

# of Props.

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

Totals

Totals

Note Rate

Seasoning

Note Rate

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

Seasoning

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

Totals

Totals

See footnotes on last page of this section.

Page 8 of 23 

	BANK 2017-BNK7 Commercial Mortgage Pass-Through Certificates Series 2017-BNK7	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	10/17/17
Corporate Trust Services		Record Date:	9/29/17
8480 Stagecoach Circle		Determination Date:	10/11/17
Frederick, MD 21701-4747

Current Mortgage Loan and Property Stratification Tables Aggregate Pool

Anticipated Remaining Term (ARD and Balloon Loans)

Remaining Stated Term (Fully Amortizing Loans)

Anticipated Remaining Term (2)

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

Remaining Stated Term

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

Totals

Totals

Remaining Amortization Term (ARD and Balloon Loans)

Age of Most Recent NOI

Remaining Amortization Term

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

Age of Most Recent NOI

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

Totals

Totals

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases the most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the borrower for this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the Maturity Date.

(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-Off Date balance of each property as disclosed in the offering document.

The Scheduled Balance Totals reflect the aggregate balances of all pooled loans as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled Balance Total figure for the “State” and “Property” stratification tables is not equal to the sum of the scheduled balance figures for each state or property, the difference is explained by loans that have been modified into a split loan structure. The “State” and “Property” stratification tables do not include the balance of the subordinate note (sometimes called the B-piece or a “hope note”) of a loan that has been modified into a split-loan structure. Rather, the scheduled balance for each state or property only reflects the balance of the senior note (sometimes called the A-piece) of a loan that has been modified into a split-loan structure.

Note: There are no Hyper-Amortization Loans included in the Mortgage Pool.

Page 9 of 23 

	BANK 2017-BNK7 Commercial Mortgage Pass-Through Certificates Series 2017-BNK7	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	10/17/17
Corporate Trust Services		Record Date:	9/29/17
8480 Stagecoach Circle		Determination Date:	10/11/17
Frederick, MD 21701-4747

Mortgage Loan Detail

Loan Number

ODCR

Property Type (1)

City

State

Interest Payment

Principal Payment

Gross Coupon

Anticipated Repayment Date

Maturity Date

Neg. Amort (Y/N)

Beginning Scheduled Balance

Ending Scheduled Balance

Paid Thru Date

Appraisal Reduction Date

Appraisal Reduction Amount

Res. Strat. (2)

Mod. Code (3)

Totals

(1) Property Type Code							(2) Resolution Strategy Code									(3) Modification Code
	MF	-	Multi-Family	SS	-	Self Storage	1	-	Modification	7	-	REO	11	-	Full Payoff	1	-	Maturity Date Extension	6	-	Capitalization on Interest
	RT	-	Retail	98	-	Other	2	-	Foreclosure	8	-	Resolved	12	-	Reps and Warranties	2	-	Amortization Change	7	-	Capitalization on Taxes
	HC	-	Health Care	SE	-	Securities	3	-	Bankruptcy	9	-	Pending Return	13	-	TBD	3	-	Principal Write-Off	8	-	Other
	IN	-	Industrial	CH	-	Cooperative Housing	4	-	Extension			to Master Servicer	98	-	Other	4	-	Blank	9	-	Combination
	MH	-	Mobile Home Park	WH	-	Warehouse	5	-	Note Sale	10	-	Deed in Lieu Of				5	-	Temporary Rate Reduction	10	-	Forbearance
	OF	-	Office	ZZ	-	Missing Information	6	-	DPO			Foreclosure
	MU	-	Mixed Use	SF	-	Single Family
	LO	-	Lodging

Page 10 of 23 

	BANK 2017-BNK7 Commercial Mortgage Pass-Through Certificates Series 2017-BNK7	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	10/17/17
Corporate Trust Services		Record Date:	9/29/17
8480 Stagecoach Circle		Determination Date:	10/11/17
Frederick, MD 21701-4747

	NOI Detail
	Loan Number	ODCR	Property Type	City	State	Ending Scheduled Balance	Most Recent Fiscal NOI (1)	Most Recent NOI (1)	Most Recent NOI Start Date	Most Recent NOI End Date
	Total
(1) The Most Recent Fiscal NOI and Most Recent NOI fields correspond to the financial data reported by the Master Servicer. An NOI of 0.00 means the Master Servicer did not report NOI figures in their loan level reporting.

Page 11 of 23 

	BANK 2017-BNK7 Commercial Mortgage Pass-Through Certificates Series 2017-BNK7	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	10/17/17
Corporate Trust Services		Record Date:	9/29/17
8480 Stagecoach Circle		Determination Date:	10/11/17
Frederick, MD 21701-4747

Principal Prepayment Detail
Loan Number	Loan Group	Offering Document	Principal Prepayment Amount		Prepayment Penalties
		Cross-Reference	Payoff Amount	Curtailment Amount	Prepayment Premium	Yield Maintenance Charge
Totals

Page 12 of 23 

	BANK 2017-BNK7 Commercial Mortgage Pass-Through Certificates Series 2017-BNK7	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	10/17/17
Corporate Trust Services		Record Date:	9/29/17
8480 Stagecoach Circle		Determination Date:	10/11/17
Frederick, MD 21701-4747

Historical Detail

Delinquencies

Prepayments

Rate and Maturities

Distribution

30-59 Days

60-89 Days

90 Days or More

Foreclosure

REO

Modifications

Curtailments

Payoff

Next Weighted Avg.

WAM

Date

#

Balance

#

Balance

#

Balance

#

Balance

#

Balance

#

Balance

#

Amount

#

Amount

Coupon

Remit

Note: Foreclosure and REO Totals are excluded from the delinquencies.

Page 13 of 23 

	BANK 2017-BNK7 Commercial Mortgage Pass-Through Certificates Series 2017-BNK7	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	10/17/17
Corporate Trust Services		Record Date:	9/29/17
8480 Stagecoach Circle		Determination Date:	10/11/17
Frederick, MD 21701-4747

Delinquency Loan Detail

Loan Number

Offering Document Cross-Reference

# of Months Delinq.

Paid Through Date

Current P & I Advances

Outstanding P & I Advances **

Status of Loan  (1)

Resolution Strategy Code  (2)

Servicing Transfer Date

Foreclosure Date

Actual Principal Balance

Outstanding Servicing Advances

Bankruptcy Date

REO Date

Totals

		(1) Status of Mortgage Loan								(2) Resolution Strategy Code
A	-	Payment Not Received	0	- Current	4	-	Performing Matured Balloon	1	-	Modification	7	-	REO	11	-	Full Payoff
		But Still in Grace Period	1	- 30-59 Days Delinquent	5	-	Non Performing Matured Balloon	2	-	Foreclosure	8	-	Resolved	12	-	Reps and Warranties
		Or Not Yet Due	2	- 60-89 Days Delinquent	6	-	121+ Days Delinquent	3	-	Bankruptcy	9	-	Pending Return	13	-	TBD
B	-	Late Payment But Less	3	- 90-120 Days Delinquent				4	-	Extension			to Master Servicer	98	-	Other
		Than 30 Days Delinquent						5	-	Note Sale	10	-	Deed In Lieu Of
** Outstanding P & I Advances include the current period advance.

Page 14 of 23 

	BANK 2017-BNK7 Commercial Mortgage Pass-Through Certificates Series 2017-BNK7	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	10/17/17
Corporate Trust Services		Record Date:	9/29/17
8480 Stagecoach Circle		Determination Date:	10/11/17
Frederick, MD 21701-4747

Specially Serviced Loan Detail - Part 1

Loan Number

Offering Document Cross-Reference

Servicing Transfer Date

Resolution Strategy Code (1)

Scheduled Balance

Property Type (2)

State

Interest Rate

Actual Balance

Net Operating Income

DSCR Date

DSCR

Note Date

Maturity Date

Remaining Amortization Term

(1) Resolution Strategy Code								(2) Property Type Code
1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage
2	-  Foreclosure	8	-	Resolved	12	-	Reps and Warranties	RT	-	Retail	98	-	Other
3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities
4	-  Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing
5	-  Note Sale	10	-	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse
6	-  DPO			Foreclosure				OF	-	Office	ZZ	-	Missing Information
								MU	-	Mixed Use	SF	-	Single Family
								LO	-	Lodging

Page 15 of 23 

	BANK 2017-BNK7 Commercial Mortgage Pass-Through Certificates Series 2017-BNK7	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	10/17/17
Corporate Trust Services		Record Date:	9/29/17
8480 Stagecoach Circle		Determination Date:	10/11/17
Frederick, MD 21701-4747

Specially Serviced Loan Detail - Part 2
Loan Number	Offering Document  Cross-Reference	Resolution Strategy Code (1)	Site Inspection Date	Phase 1 Date	Appraisal Date	Appraisal Value	Other REO Property Revenue	Comment from Special Servicer

(1) Resolution Strategy Code									(2) Property Type Code
	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage
	2	-  Foreclosure	8	-	Resolved	12	-	Reps and Warranties	RT	-	Retail	98	-	Other
	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities
	4	-  Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing
	5	-  Note Sale	10	-	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse
	6	-  DPO			Foreclosure				OF	-	Office	ZZ	-	Missing Information
									MU	-	Mixed Use	SF	-	Single Family
									LO	-	Lodging

Page 16 of 23 

	BANK 2017-BNK7 Commercial Mortgage Pass-Through Certificates Series 2017-BNK7	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	10/17/17
Corporate Trust Services		Record Date:	9/29/17
8480 Stagecoach Circle		Determination Date:	10/11/17
Frederick, MD 21701-4747

Advance Summary
	Loan Group	Current P&I Advances	Outstanding P&I Advances	Outstanding Servicing Advances	Current Period Interest on P&I and Servicing Advances Paid
	Totals	0.00	0.00	0.00	0.00

Page 17 of 23 

	BANK 2017-BNK7 Commercial Mortgage Pass-Through Certificates Series 2017-BNK7	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	10/17/17
Corporate Trust Services		Record Date:	9/29/17
8480 Stagecoach Circle		Determination Date:	10/11/17
Frederick, MD 21701-4747

Modified Loan Detail
Loan Number	Offering Document Cross-Reference	Pre-Modification Balance	Post-Modification Balance	Pre-Modification Interest Rate	Post-Modification Interest Rate	Modification Date	Modification Description
Totals

Page 18 of 23 

	BANK 2017-BNK7 Commercial Mortgage Pass-Through Certificates Series 2017-BNK7	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	10/17/17
Corporate Trust Services		Record Date:	9/29/17
8480 Stagecoach Circle		Determination Date:	10/11/17
Frederick, MD 21701-4747

Historical Liquidated Loan Detail

Distribution Date

ODCR

Beginning Scheduled Balance

Fees, Advances, and Expenses *

Most Recent Appraised Value or BPO

Gross Sales Proceeds or Other Proceeds

Net Proceeds Received on Liquidation

Net Proceeds Available for Distribution

Realized Loss to Trust

Date of Current Period Adj. to Trust

Current Period Adjustment to Trust

Cumulative Adjustment to Trust

Loss to Loan with Cum Adj. to Trust

Current Total

Cumulative Total

* Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).

Page 19 of 23 

	BANK 2017-BNK7 Commercial Mortgage Pass-Through Certificates Series 2017-BNK7	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	10/17/17
Corporate Trust Services		Record Date:	9/29/17
8480 Stagecoach Circle		Determination Date:	10/11/17
Frederick, MD 21701-4747

Historical Bond/Collateral Loss Reconciliation Detail
Distribution Date	Offering Document Cross-Reference	Beginning Balance at Liquidation	Aggregate Realized Loss on Loans	Prior Realized Loss Applied to Certificates	Amounts Covered by Credit Support	Interest (Shortages)/ Excesses	Modification /Appraisal Reduction Adj.	Additional (Recoveries) /Expenses	Realized Loss Applied to Certificates to Date	Recoveries of Realized Losses Paid as Cash	(Recoveries)/ Losses Applied to Certificate Interest
Totals

Page 20 of 23 

	BANK 2017-BNK7 Commercial Mortgage Pass-Through Certificates Series 2017-BNK7	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	10/17/17
Corporate Trust Services		Record Date:	9/29/17
8480 Stagecoach Circle		Determination Date:	10/11/17
Frederick, MD 21701-4747

Interest Shortfall Reconciliation Detail - Part 1
Offering Document Cross- Reference	Stated Principal Balance at Contribution	Current Ending Scheduled Balance	Special Servicing Fees			ASER	(PPIS) Excess	Non-Recoverable (Scheduled Interest)	Interest on Advances	Modified Interest Rate (Reduction) /Excess
			Monthly	Liquidation	Work Out
Totals

Page 21 of 23 

	BANK 2017-BNK7 Commercial Mortgage Pass-Through Certificates Series 2017-BNK7	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	10/17/17
Corporate Trust Services		Record Date:	9/29/17
8480 Stagecoach Circle		Determination Date:	10/11/17
Frederick, MD 21701-4747

Interest Shortfall Reconciliation Detail - Part 2
Offering Document Cross-Reference	Stated Principal Balance at Contribution	Current Ending Scheduled Balance	Reimb of Advances to the Servicer		Other (Shortfalls)/  Refunds	Comments
			Current Month	Left to Reimburse Master Servicer
Totals
Interest Shortfall Reconciliation Detail Part 2 Total				0.00
Interest Shortfall Reconciliation Detail Part 1 Total				0.00
Total Interest Shortfall Allocated to Trust				0.00

Page 22 of 23 

	BANK 2017-BNK7 Commercial Mortgage Pass-Through Certificates Series 2017-BNK7	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.		Distribution Date:	10/17/17
Corporate Trust Services		Record Date:	9/29/17
8480 Stagecoach Circle		Determination Date:	10/11/17
Frederick, MD 21701-4747

Supplemental Reporting

Risk Retention

Pursuant to the TSA and the Credit Risk Retention Agreement, the Certificate Administrator has made available on www.ctslink.com <http://www.ctslink.com>, specifically under the “Risk Retention” tab for the BANK 2017-BNK7 transaction, certain information provided to the Certificate Administrator regarding each Retaining Party’s compliance with the Retention Covenant. Investors should refer to the Certificate Administrator’s website for all such information.

Page 23 of 23 

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ANNEX C

FORM OF OPERATING ADVISOR ANNUAL REPORT¹

Report Date: This report will be delivered no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated as of [____], 2017 (the “Pooling and Servicing Agreement”). 

Transaction: BANK 2017-BNK7, 

Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7 

Operating Advisor: Pentalpha Surveillance LLC 

Special Servicer: [Rialto Capital Advisors, LLC][National Cooperative Bank, N.A.] 

Directing Certificateholder: [DIRECTING CERTIFICATEHOLDER] or an affiliate

I. Population of Mortgage Loans that Were Considered in Compiling this Report

1. The Special Servicer has notified the Operating Advisor that [●] Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].

(a) [●] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of an Asset Status Report.

(b) Asset Status Reports were issued with respect to [●] of such Specially Serviced Loans. This report is based only on the Specially Serviced Loans in respect of which an Asset Status Report has been issued. The Asset Status Reports may not yet be fully implemented.

2. [●] non-Specially Serviced Loans were the subject of a Major Decision as to which the operating advisor has consultation rights pursuant to the Pooling and Servicing Agreement.

II. Executive Summary

Based on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken a limited review of the Special Servicer’s reported actions on the loans identified in this report. Based solely on such limited review and subject to the assumptions, limitations and qualifications set forth herein, the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer [is/is not] operating in compliance with the Servicing Standard with respect to its performance of its duties under the Pooling and Servicing Agreement during the prior calendar year on a “platform level basis”. [The Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer has failed to materially comply with the Servicing Standard as a result of the following material deviations.]

● [LIST OF MATERIAL DEVIATION ITEMS]

¹This report is an indicative report and does not reflect the final form of annual report to be used in any particular year. The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.

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In addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].

● [ADD RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]

In connection with the assessment set forth in this report, the Operating Advisor:

1. Reviewed the Asset Status Reports, the Special Servicer’s assessment of compliance report, attestation report by a third party regarding the Special Servicer’s compliance with its obligations and net present value calculations and Appraisal Reduction Amount calculations and [LIST OTHER REVIEWED INFORMATION] for the following [●] Specially Serviced Loans: [List related mortgage loans]

2. Consulted with the Special Servicer as provided under the Pooling and Servicing Agreement. The Operating Advisor’s analysis of the Asset Status Reports (including related net present value calculations and Appraisal Reduction Amount calculations) related to the Specially Serviced Loans should be considered a limited investigation and not be considered a full or limited audit. For instance, we did not review each page of the Special Servicer’s policy and procedure manuals (including amendments and appendices), re-engineer the quantitative aspects of their net present value calculator, visit any property, visit the Special Servicer, visit the Directing Certificateholder or interact with any borrower. In addition, our review of the net present value calculations and Appraisal Reduction Amount calculations is limited to the mathematical accuracy of the calculations and the corresponding application of the non-discretionary portions of the applicable formulas, and as such, does not take into account the reasonableness of the discretionary portions of such formulas.

III. Specific Items of Review

1. The Operating Advisor reviewed the following items in connection with the generation of this report: [LIST MATERIAL ITEMS].

2. During the prior year, the Operating Advisor consulted with the Special Servicer regarding its strategy plan for a limited number of issues related to the following Specially Serviced Loans: [LIST]. The Operating Advisor participated in discussions and made strategic observations and recommended alternative courses of action to the extent it deemed such observations and recommendations appropriate.

3. Appraisal Reduction Amount calculations and net present value calculations:

4. The Operating Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portions of the applicable formulas required to be utilized in connection with any Appraisal Reduction Amount or net present value calculations used in the special servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan prior to the utilization by the special servicer.

(a) The operating advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable non-discretionary portions of the formula] required to be utilized for such calculation.

(b) After consultation with the special servicer to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary portions

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of the related formula in arriving at those mathematical calculations, such inaccuracy [has been/ has not been] resolved.

5. The following is a general discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].

6. In addition to the other information presented herein, the Operating Advisor notes the following additional items, if any: [LIST ADDITIONAL ITEMS].

IV.        Assumptions, Qualifications and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report

1. As provided in the Pooling and Servicing Agreement, the Operating Advisor (i) is not required to report on instances of non-compliance with, or deviations from, the Servicing Standard or the special servicer’s obligations under the Pooling and Servicing Agreement that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial and (ii) will not be required to provide or obtain a legal opinion, legal review or legal conclusion.

2. In rendering our assessment herein, we have assumed that all executed factual statements, instruments, and other documents that we have relied upon in rendering this assessment have been executed by persons with legal capacity to execute such documents.

3. Except as may have been reflected in any Asset Status Report, the Operating Advisor did not participate in, or have access to, the Special Servicer’s and Directing Certificateholder’s discussion(s) regarding any Specially Serviced Loan. The Operating Advisor does not have authority to speak with the Directing Certificateholder or borrower directly. As such, the Operating Advisor relied upon the information delivered to it by the Special Servicer as well as its interaction with the Special Servicer, if any, in gathering the relevant information to generate this report. The services that we perform are not designed and cannot be relied upon to detect fraud or illegal acts should any exist.

4. The Special Servicer has the legal authority and responsibility to service any Specially Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards set forth therein or direct the actions of the Special Servicer.

5. Confidentiality and other contractual limitations limit the Operating Advisor’s ability to outline the details or substance of any communications held between it and the Special Servicer regarding any Specially Serviced Loans and certain information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all the relevant information that the Operating Advisor is given access to by the Special Servicer.

6. There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Loans. These include, but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Operating Advisor does not participate in any discussions regarding such actions. As such, Operating Advisor has not assessed the Special Servicer’s operational compliance with respect to those types of actions.

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7. The Operating Advisor is not empowered to speak with any investors directly. If the investors have questions regarding this report, they should address such questions to the certificate administrator through the certificate administrator’s website.

8. This report does not constitute recommendations to buy, sell or hold any security, nor does the Operating Advisor take into account market prices of securities or financial markets generally when performing its limited review of the Special Servicer as described above. The Operating Advisor does not have a fiduciary relationship with any Certificateholder or any other party or individual. Nothing is intended to or should be construed as creating a fiduciary relationship between the Operating Advisor and any Certificateholder, party or individual.

Terms used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement.

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ANNEX D-1

MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES

Each sponsor will make, as of the date specified in the MLPA or such other date as set forth below, with respect to each Mortgage Loan sold by it that we include in the issuing entity, representations and warranties generally to the effect set forth below. The exceptions to the representations and warranties set forth below are identified on Annex D-2 to this prospectus. Solely for purposes of this Annex D-1 and Annex D-2, the term “Mortgage Loans” will refer to such mortgage loans sold by the applicable mortgage loan seller. Capitalized terms used but not otherwise defined in this Annex D-1 will have the meanings set forth in this prospectus or, if not defined in this prospectus, in the related MLPA.

Each MLPA, together with the related representations and warranties, serves to contractually allocate risk between the related sponsor, on the one hand, and the issuing entity, on the other. We present the related representations and warranties set forth below for the sole purpose of describing some of the terms and conditions of that risk allocation. The presentation of representations and warranties below is not intended as statements regarding the actual characteristics of the Mortgage Loans, the Mortgaged Properties or other matters. We cannot assure you that the Mortgage Loans actually conform to the statements made in the representations and warranties that we present below. The representations, warranties and exceptions have been provided to you for informational purposes only and prospective investors should not rely on the representations, warranties and exceptions as a basis for any investment decision. For disclosure regarding the characteristics, risks and other information regarding the Mortgage Loans, Mortgaged Properties and the certificates, you should read and rely solely on the prospectus. None of the depositor or the underwriters or their respective affiliates makes any representation regarding the accuracy or completeness of the representations, warranties and exceptions.

1. Intentionally Omitted.

2.Whole Loan; Ownership of Mortgage Loans. Except with respect to a Mortgage Loan that is part of a Whole Loan, each Mortgage Loan is a whole loan and not a participation interest in a mortgage loan. At the time of the sale, transfer and assignment to the Depositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Mortgage Loan Seller or (with respect to any Non-Serviced Mortgage Loan) to the related Non-Serviced Trustee for the related Non-Serviced Securitization Trust), participation (it being understood that a Mortgage Loan that is part of a Whole Loan does not constitute a participation) or pledge, and the Mortgage Loan Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to agreements among noteholders with respect to a Whole Loan), any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment, subservicing or similar agreement. The Mortgage Loan Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to the Depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan.

3.Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan

 D-1-1

is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law and except that certain provisions in such Mortgage Loan documents (including, without limitation, provisions requiring the payment of default interest, late fees or Prepayment Premium/Yield Maintenance Charge) may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth above) such limitations or unenforceability will not render such Mortgage Loan documents invalid as a whole or materially interfere with the Mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”).

Except as set forth in the immediately preceding sentence, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would deny the Mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan documents.

4.Mortgage Provisions. The Mortgage Loan documents for each Mortgage Loan, together with applicable state law, contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications.

5.Intentionally Omitted.

6.Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan documents (a) the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty and related Mortgage Loan documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect which materially interferes with the security intended to be provided by such mortgage; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither the Mortgagor nor the guarantor has been released from its material obligations under the Mortgage Loan. With respect to each Mortgage Loan, except as contained in a written document included in the Mortgage File, there have been no modifications, amendments or waivers, that could be reasonably expected to have a material adverse effect on such Mortgage Loan consented to by the Mortgage Loan Seller on or after the Cut-off Date.

7.Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the

 D-1-2

Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.

8.Permitted Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy or a “marked up” commitment, in each case with escrow instructions and binding on the title insurer) (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record specifically identified in the Title Policy; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property; (f) if the related Mortgage Loan constitutes a Crossed Underlying Loan, the lien of the Mortgage for another Mortgage Loan contained in the same Crossed Mortgage Loan Group, and (g) condominium declarations of record and identified in such Title Policy, provided that none of clauses (a) through (g), individually or in the aggregate, materially and adversely interferes with the value or principal use of the Mortgaged Property, the security intended to be provided by such Mortgage, or the current ability of the related Mortgaged Property to generate net cash flow sufficient to service the related Mortgage Loan or the Mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”). For purposes of clause (a) of the immediately preceding sentence, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon. Except as contemplated by clause (f) of the second preceding sentence none of the Permitted Encumbrances are mortgage liens that are

 D-1-3

senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder. Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy. Each Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist), (a) that the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage and (b) to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous.

9.Junior Liens. It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages or junior liens, except for any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, as of the Cut-off Date there are no subordinate mortgages or junior mortgage liens encumbering the related Mortgaged Property other than Permitted Encumbrances, mechanics’ or materialmen’s liens (which are the subject of the representation in paragraph (7) above), and equipment and other personal property financing. The Mortgage Loan Seller has no knowledge of any mezzanine debt secured directly by interests in the related Mortgagor other than as set forth on Schedule D-1 to this Annex D-1.

10. Assignment of Leases and Rents. There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage). Subject to the Permitted Encumbrances and Title Exceptions (and, in the case of a Mortgage Loan that is part of a Whole Loan, subject to the related assignment of leases constituting security for the entire Whole Loan), each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. The related Mortgage or related Assignment of Leases, subject to applicable law and the Standard Qualifications, provides that, upon an event of default under the Mortgage Loan, a receiver may be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee.

11. Financing Statements. Subject to the Standard Qualifications, each Mortgage Loan or related security agreement establishes a valid security interest in, and a UCC-1 financing statement has been filed and/or recorded (or, in the case of fixtures, the Mortgage constitutes a fixture filing) in all places necessary at the time of the origination of the Mortgage Loan (or, if not filed and/or recorded, has submitted or caused to be submitted in proper form for filing and/or recording) to perfect a valid security interest in, the personal property (creation and perfection of which is governed by the UCC) owned by the Mortgagor and necessary to operate such Mortgaged Property in its current use other than (1) non-material personal property, (2) personal property subject to purchase money security interests and (3) personal property that is leased equipment. Each UCC-1 financing statement, if any, filed with respect to personal property constituting a part of the related Mortgaged Property and each UCC-3 assignment, if any, filed with respect to such financing statement was in suitable form for filing in the filing office in which such financing statement was filed. Notwithstanding anything herein to the contrary, no representation is made as to

 D-1-4

the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.

12. Condition of Property. The Mortgage Loan Seller or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months of the Cut-off Date.

An engineering report or property condition assessment was prepared in connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date. To the Mortgage Loan Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage (other than (i) deferred maintenance for which escrows were established at origination and (ii) any damage fully covered by insurance) that would affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.

13. Taxes and Assessments. As of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, all taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) securing a Mortgage Loan that is or could become a lien on the related Mortgaged Property that became due and owing prior to the Cut-off Date with respect to each related Mortgaged Property have been paid, or, if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges are covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon.

14. Condemnation. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there is no proceeding pending and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation of the Mortgaged Property.

15. Actions Concerning Mortgage Loan. To the Mortgage Loan Seller’s knowledge, based on evaluation of the Title Policy (as defined in paragraph 8), an engineering report or property condition assessment as described in paragraph 12, applicable local law compliance materials as described in paragraph 26, and the ESA (as defined in paragraph 43), as of origination there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the principal benefit of the security intended to be provided by the Mortgage Loan documents, or (f) the current principal use of the Mortgaged Property.

16. Escrow Deposits. All escrow deposits and escrow payments currently required to be escrowed with the Mortgagee pursuant to each Mortgage Loan (including capital improvements and environmental remediation reserves) are in the possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no delinquencies (subject

 D-1-5

to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required under the related Mortgage Loan documents are being conveyed by the Mortgage Loan Seller to the Depositor or its servicer (or, in the case of a Non-Serviced Mortgage Loan, to the related depositor under the Non-Serviced PSA or Non-Serviced Master Servicer for the related Non-Serviced Securitization Trust).

17. No Holdbacks. The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback).

18. Insurance. Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan documents and having a claims-paying or financial strength rating meeting the “Insurance Rating Requirements” (as defined below), in an amount (subject to customary deductibles) not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.

“Insurance Ratings Requirements” means either (1) a claims paying or financial strength rating of at least “A-:VIII” from A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” from S&P Global Ratings or (2) the Syndicate Insurance Ratings Requirements. “Syndicate Insurance Ratings Requirements” means insurance provided by a syndicate of insurers, as to which (i) if such syndicate consists of 5 or more members, at least 60% of the coverage is provided by insurers that meet the Insurance Ratings Requirements (under clause (1) of the definition of such term) and up to 40% of the coverage is provided by insurers that have a claims paying or financial strength rating of at least “BBB-” by S&P Global Ratings, and (ii) if such syndicate consists of 4 or fewer members, at least 75% of the coverage is provided by insurers that meet the Insurance Ratings Requirements (under clause (1) of the definition of such term) and up to 25% of the coverage is provided by insurers that have a claims paying or financial strength rating of at least “BBB-” by S&P Global Ratings.

Each related Mortgaged Property is also covered, and required to be covered pursuant to the related Mortgage Loan documents, by business interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with respect to each Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months).

If any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related Mortgagor is required to maintain insurance in an amount equal to the maximum amount available under the National Flood Insurance Program, plus such additional excess flood coverage in an amount

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as is generally required by prudent institutional commercial mortgage lenders originating mortgage loans for securitization.

If the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, the related Mortgagor is required to maintain coverage for windstorm and/or windstorm related perils and/or “named storms” issued by an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in an amount not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements.

The Mortgaged Property is covered, and required to be covered pursuant to the related Mortgage Loan documents, by a commercial general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate.

An architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the seismic condition of such property, for the sole purpose of assessing the probable maximum loss or scenario expected loss (“PML”) for the Mortgaged Property in the event of an earthquake. In such instance, the PML was based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If the resulting report concluded that the PML would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by S&P Global Ratings in an amount not less than 100% of the PML.

The Mortgage Loan documents require insurance proceeds (or an amount equal to such insurance proceeds) in respect of a property loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then-outstanding principal amount of the related Mortgage Loan, the Mortgagee (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together with any accrued interest thereon.

All premiums on all insurance policies referred to in this section that are required by the Mortgage Loan documents to be paid as of the Cut-off Date have been paid, and such insurance policies name the Mortgagee under the Mortgage Loan and its successors and assigns as a loss payee under a Mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the trustee (or, in the case of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Trustee). Each related Mortgage Loan obligates the related Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the Mortgagee to maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. All such insurance policies (other than

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commercial liability policies) require at least 10 days’ prior notice to the Mortgagee of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the Mortgagee of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium and no such notice has been received by the Mortgage Loan Seller.

19. Access; Utilities; Separate Tax Parcels. Based solely on evaluation of the Title Policy (as defined in paragraph 8) and survey, if any, an engineering report or property condition assessment as described in paragraph 12, applicable local law compliance materials as described in paragraph 26, and the ESA (as defined in paragraph 43), each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has permanent access from a recorded easement or right of way permitting ingress and egress to/from a public road, (b) is served by or has access rights to public or private water and sewer (or well and septic) and other utilities necessary for the current use of the Mortgaged Property, all of which are adequate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made or is required to be made to the applicable governing authority for creation of separate tax parcels (or the Mortgage Loan documents so require such application in the future), in which case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax parcels are created.

20. No Encroachments. To the Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with origination and the Title Policy obtained in connection with the origination of each Mortgage Loan, and except for encroachments that do not materially and adversely affect the current marketability or principal use of the Mortgaged Property: (a) all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except for encroachments that are insured against by the applicable Title Policy; (b) no material improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that are insured against by the applicable Title Policy; and (c) no material improvements encroach upon any easements except for encroachments that are insured against by the applicable Title Policy.

21. No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller.

22. REMIC. The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in real property (including permanently affixed buildings and distinct structural components, such as wiring, plumbing systems and central heating and air conditioning systems, that are integrated into such buildings, serve such buildings in their passive functions and do not produce or contribute to the production of income other than consideration for the use or

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occupancy of space, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date, provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If the Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto. Any Prepayment Premium and Yield Maintenance Charges applicable to the Mortgage Loan constitute “customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-1(b)(2). All terms used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.

23. Compliance with Usury Laws. The mortgage rate (exclusive of any default interest, late charges, Yield Maintenance Charge or Prepayment Premium) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.

24. Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the Trust.

25. Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee.

26. Local Law Compliance. To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, a survey, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization, the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable laws, zoning ordinances, rules, covenants, and restrictions (collectively “Zoning Regulations”) governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure and any non-conformity with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely affect the use, operation or value of such Mortgaged Property. In the event of casualty or destruction, (a) the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to such casualty or destruction, (b) law

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and ordinance insurance coverage has been obtained for the Mortgaged Property in amounts customarily required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, (c) title insurance policy coverage has been obtained with respect to any non-conforming use or structure, or (d) the inability to restore the Mortgaged Property to the full extent of the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of such Mortgaged Property. The Mortgage Loan documents require the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.

27. Licenses and Permits. Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter from any government authorities, zoning consultant’s report or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization; all such material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals are in effect or the failure to obtain or maintain such material licenses, permits, franchises or certificates of occupancy and applicable governmental approvals does not materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder of the related Mortgage Loan. The Mortgage Loan documents require the Mortgagor to comply in all material respects with all applicable regulations, zoning and building laws.

28. Recourse Obligations. The Mortgage Loan documents for each Mortgage Loan (a) provide that such Mortgage Loan becomes full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following events (or negotiated provisions of substantially similar effect): (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by, consented to, or acquiesced in by, the Mortgagor; (ii) the Mortgagor or guarantor shall have solicited or caused to be solicited petitioning creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) transfers of either the Mortgaged Property or controlling equity interests in the Mortgagor made in violation of the Mortgage Loan documents; and (b) contains provisions for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages resulting from the following (or negotiated provisions of substantially similar effect): (i) the Mortgagor’s misappropriation of rents after an event of default, security deposits, insurance proceeds, or condemnation awards; (ii) the Mortgagor’s fraud or intentional material misrepresentation; (iii) breaches of the environmental covenants in the Mortgage Loan documents; or (iv) the Mortgagor’s commission of intentional material physical waste at the Mortgaged Property (but, in some cases, only to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste).

29. Mortgage Releases. The terms of the related Mortgage or related Mortgage Loan documents do not provide for release of any material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by principal

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repayment, or partial defeasance (as described in paragraph 34) of not less than a specified percentage at least equal to 110% of the related allocated loan amount of such portion of the Mortgaged Property, (b) upon payment in full of such Mortgage Loan, (c) upon a Defeasance (defined in paragraph 34 below), (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any material value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation. With respect to any partial release under the preceding clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee or servicer can, in accordance with the related Mortgage Loan documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the real property constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) after the release is not equal to at least 80% of the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions.

In the case of any Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) in an amount not less than the amount required by the REMIC Provisions and, to such extent, the award from any such taking may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans).

No such Mortgage Loan that is secured by more than one Mortgaged Property or that is cross-collateralized with another Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the REMIC Provisions.

30. Financial Reporting and Rent Rolls. Each Mortgage Loan requires the Mortgagor to provide the owner or holder of the Mortgage Loan with (a) quarterly (other than for single-tenant properties) and annual operating statements, (b) quarterly (other than for single-tenant properties) rent rolls (or maintenance schedules in the case of Mortgage Loans secured by residential cooperative properties) for properties that have any individual lease which accounts for more than 5% of the in-place base rent, and (c) annual financial statements.

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31. Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, and to the Mortgage Loan Seller’s knowledge with respect to each Mortgage Loan of $20 million or less, as of origination the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIPRA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each Mortgage Loan, the related Mortgage Loan documents do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIPRA, or damages related thereto, except to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable terms, or as otherwise indicated on Annex D-2; provided that if TRIPRA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor shall not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable in respect of the property and business interruption/rental loss insurance required under the related Mortgage Loan documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance) at the time of the origination of the Mortgage Loan, and if the cost of terrorism insurance exceeds such amount, the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount.

32. Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due-on-sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent of the Mortgagee which are customarily acceptable to the Mortgage Loan Seller, including, but not limited to, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage Loan documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Mortgagor, is directly or indirectly pledged, transferred or sold (in each case a “Transfer”), other than as related to (i) family and estate planning Transfers or Transfers upon death or legal incapacity, (ii) Transfers to certain affiliates as defined in the related Mortgage Loan documents, (iii) Transfers of less than, or other than, a controlling interest in a Mortgagor, (iv) Transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage Loan documents, (v) Transfers of common stock in publicly traded companies or (vi) a substitution or release of collateral within the parameters of paragraphs 29 and 34 herein, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan as set forth on Schedule D-1 to this Annex D-1, or future permitted mezzanine debt as set forth on Schedule D-2 to this Annex D-1 or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan of any Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents, (ii) purchase money security interests (iii) any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan as set forth on Schedule D-3 to this Annex D-1 or (iv) Permitted Encumbrances. The Mortgage or other

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Mortgage Loan documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.

33. Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Each Mortgage Loan with a Cut-off Date Balance of $30 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents and the related Mortgage Loan documents (or if the Mortgage Loan has a Cut-off Date Balance equal to $10 million or less, its organizational documents or the related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties and prohibit it from engaging in any business unrelated to such Mortgaged Property or Mortgaged Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Mortgaged Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.

34. Defeasance. With respect to any Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”), (i) the Mortgage Loan documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions specified in the Mortgage Loan documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Mortgagor is permitted to pledge only United States “government securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), the revenues from which will be sufficient to make all scheduled payments under the Mortgage Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which payment may be made without payment of a Yield Maintenance Charge or Prepayment Premium) or, if the Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the Anticipated Repayment Date (or on or after the first date on which payment may be made without payment of a Yield Maintenance Charge or Prepayment Premium), and if the Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to 110% of the allocated loan amount for the real property to be released; (iv) the defeasance collateral is not permitted to be subject to prepayment, call, or early redemption; (v) the Mortgagor is required to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in clause (iii) above; (vi) the defeased note and the defeasance collateral are required to be assumed by a Single-Purpose Entity; (vii) the Mortgagor is required to provide an opinion of counsel that the Trustee has a perfected security interest in such collateral prior to any other claim or interest; and (viii) the Mortgagor is required to pay all rating agency fees associated with defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions of counsel.

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35. Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in the case of ARD Loans and situations where default interest is imposed.

36. Ground Leases. For purposes of this Annex D-1, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner.

With respect to any Mortgage Loan where the Mortgage Loan is secured by a Ground Leasehold estate in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of Mortgage Loan Seller, its successors and assigns (collectively, the “Ground Lease and Related Documents”), Mortgage Loan Seller represents and warrants that:

(a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease and Related Documents permit the interest of the lessee to be encumbered by the related Mortgage and do not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since its recordation, except by any written instruments which are included in the related Mortgage File;

(b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease and Related Documents) that the Ground Lease may not be amended, modified, canceled or terminated by agreement of lessor and lessee without the prior written consent of the Mortgagee and that any such action without such consent is not binding on the Mortgagee, its successors or assigns, provided that the Mortgagee has provided lessor with notice of its lien in accordance with the terms of the Ground Lease;

(c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either the Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);

(d) The Ground Lease either (i) is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances and Title Exceptions; or (ii) is the subject of a subordination, non-disturbance or attornment agreement or similar agreement to which the Mortgagee on the lessor’s fee interest is subject;

(e) Subject to the notice requirements of the Ground Lease and Related Documents, the Ground Lease does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid),

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and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid);

(f) The Mortgage Loan Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Mortgage Loan Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Mortgage Loan Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date;

(g) The Ground Lease and Related Documents require the lessor to give to the Mortgagee written notice of any default, provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee;

(h) A Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease;

(i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage Loan Seller in connection with the origination of similar commercial or multifamily loans intended for securitization;

(j) Under the terms of the Ground Lease and Related Documents, any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than in respect of a total or substantially total loss or taking as addressed in subpart (k)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest;

(k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease and Related Documents, any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and

(l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

37. Servicing. The servicing and collection practices used by the Mortgage Loan Seller with respect to the Mortgage Loan have been, in all respects legal and have met with customary industry standards for servicing of commercial loans for conduit loan programs.

38. Origination and Underwriting. The origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to

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each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in this Annex D-1.

39. Intentionally Omitted.

40. No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required payments in the prior 12 months (or since origination if such Mortgage Loan has been originated within the past 12 months), and as of Cut-off Date, no Mortgage Loan is delinquent (beyond any applicable grace or cure period) in making required payments. To the Mortgage Loan Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration in the case of either clause (a) or clause (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property; provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in this Annex D-1. No person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.

41. Bankruptcy. As of the date of origination of the related Mortgage Loan and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor any portion thereof, is the subject of, and no Mortgagor, guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.

42. Organization of Mortgagor. With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the Mortgagor delivered by the Mortgagor in connection with the origination of such Mortgage Loan, the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. Except with respect to any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan and other than as set forth on Schedule D-4 to this Annex D-1, no Mortgage Loan has a Mortgagor that is an Affiliate of a Mortgagor with respect to another Mortgage Loan. An “Affiliate” for purposes of this paragraph (42) means, a Mortgagor that is under direct or indirect common ownership and control with another Mortgagor.

43. Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II environmental site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need

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for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related Mortgagee; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than “A-” (or the equivalent) by Moody’s Investors Service, Inc., S&P Global Ratings, Fitch Ratings, Inc. and/or A.M. Best Company; (E) a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action. To the Mortgage Loan Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at the related Mortgaged Property.

44. Intentionally Omitted.

45. Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Cut-off Date. The appraisal is signed by an appraiser that (i) is a Member of the Appraisal Institute (“MAI”), and (ii) to the Mortgage Loan Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation.

46. Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule attached as an exhibit to the related MLPA is true and correct in all material respects as of the Cut-off Date and contains all information required by the Pooling and Servicing Agreement to be contained therein.

47. Cross-Collateralization. No Mortgage Loan is cross-collateralized or cross-defaulted with any other mortgage loan that is outside the Mortgage Pool, except in the case of a Mortgage Loan that is part of a Whole Loan.

48. Advance of Funds by the Mortgage Loan Seller. Except for loan proceeds advanced at the time of loan origination or other payments contemplated by the Mortgage Loan documents, no advance of funds has been made by the Mortgage Loan Seller to the related Mortgagor, and no funds have been received from any person other than the related Mortgagor or an affiliate, directly, or, to the knowledge of the Mortgage Loan Seller, indirectly for, or on account of, payments due on the Mortgage Loan. Neither the Mortgage

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Loan Seller nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions made on or prior to the date hereof.

49. Compliance with Anti-Money Laundering Laws. The Mortgage Loan Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan.

For purposes of this Annex D-1, “Mortgagee” means the mortgagee, grantee or beneficiary under any Mortgage, any holder of legal title to any portion of any Mortgage Loan or, if applicable, any agent or servicer on behalf of such party.

For purposes of this Annex D-1, “Mortgagor” means the obligor or obligors on a Mortgage Note, including without limitation, any person that has acquired the related Mortgaged Property and assumed the obligations of the original obligor under the Mortgage Note and including in connection with any Mortgage Loan that utilizes an indemnity deed of trust structure, the borrower and the Mortgaged Property owner/payment guarantor/mortgagor individually and collectively, as the context may require.

For purposes of this Annex D-1, the phrases “the sponsor’s knowledge” or “the sponsor’s belief” and other words and phrases of like import mean, except where otherwise expressly set forth in these representations and warranties, the actual state of knowledge or belief of the sponsor, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth in these representations and warranties in each case without having conducted any independent inquiry into such matters and without any obligation to have done so (except (i) having sent to the servicers servicing the Mortgage Loans on behalf of the sponsor, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth in these representations and warranties). All information contained in documents which are part of or required to be part of a Mortgage File (to the extent such documents exist) shall be deemed within the sponsor’s knowledge.

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Schedule D-1 to Annex D-1

MORTGAGE LOANS WITH EXISTING MEZZANINE DEBT

Mortgage Loan Number as Identified on Annex A-1	Wells Fargo Bank, National Association	Bank of America, National Association	Morgan Stanley Mortgage Capital Holdings LLC	National Cooperative Bank, N.A.
	Moffett Place B4	None.	None.	None.
	First Stamford Place

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Schedule D-2 to Annex D-1

MORTGAGE LOANS WITH RESPECT TO WHICH MEZZANINE DEBT
IS PERMITTED IN THE FUTURE

Mortgage Loan Number as Identified on Annex A-1	Wells Fargo Bank, National Association	Bank of America, National Association	Morgan Stanley Mortgage Capital Holdings LLC	National Cooperative Bank, N.A.
	None.	None.	Metro Towne Center.	None.

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Schedule D-3 to Annex D-1

CROSS-COLLATERALIZED MORTGAGE LOANS

None.

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Schedule D-4 to Annex D-1

MORTGAGE LOANS WITH AFFILIATED BORROWERS⁽¹⁾

Mortgage Loan Number as Identified on Annex A-1	Wells Fargo Bank, National Association	Bank of America, National Association	Morgan Stanley Mortgage Capital Holdings LLC	National Cooperative Bank, N.A.
		StorQuest - Oakland San Pablo	Montfort Valley and Chateau Estates
		StorQuest - Lafayette
		StorQuest - Tallahassee
		StorQuest - Glendale AZ

(1) All of the Mortgage Loans identified under the name of a particular mortgage loan seller have affiliated borrowers.

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ANNEX D-2

EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES

Wells Fargo Bank, National Association
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of Exception
(8) Permitted Liens; Title Insurance	Overlook at King of Prussia (Loan No. 9)	Bahama Breeze (#4 tenant) has Right of First Refusal to purchase its leased premises if offer is received that borrower is otherwise willing to accept as to the leased premises or less than the entirety of the mortgaged property. The ROFR is not extinguished by foreclosure; however, the ROFR does not apply to any foreclosure or deed in lieu thereof affecting the entirety of the mortgaged property.
(8) Permitted Liens; Title Insurance	Raleigh Marriott City Center (Loan No. 10)	Franchisor (Marriott International, Inc.) has Right of First Refusal (ROFR) to acquire related property if there is transfer of hotel or controlling direct or indirect interest in the Borrower to a competitor (generally, any person that exclusively develops, operates or franchises through or with a competitor of franchisor comprising at least 10 luxury hotels, 20 full service hotels or 50 limited service hotels). ROFR is not extinguished by foreclosure or deed-in-lieu thereof, and if transfer to competitor is by foreclosure, or if franchisee or its affiliates become a competitor, franchisor has right to purchase hotel upon notice to franchisee. Franchisor comfort letter provides that, if lender exercises remedies against franchisee, lender may appoint a lender affiliate to acquire the property and enter into a management or franchise agreement if it is not competitor or competitor affiliate; provided, however, that a lender affiliate will not be deemed a competitor simply due to its ownership of multiple or competing hotels or having engaged managers to manage such other hotels.
(8) Permitted Liens; Title Insurance	Village at San Jacinto (Loan No. 16)	Pad site tenant (Del Taco) has Right of First Offer (ROFO) to purchase the property if borrower decides to market the property for sale. The ROFO is not extinguished by foreclosure; however, the ROFO does not apply to foreclosure or deed in lieu thereof.
(18) Insurance	Overlook at King of Prussia (Loan No. 9)	(i) Property Deductible. Loan documents permit a property insurance deductible of up to $100,000. The in-place coverage provides for a $100 deductible. (ii) Liability Deductible. Loan documents permit a liability insurance deductible of up to $150,000. The in-place coverage provides for no deductible. (iii) Leased Fees.
(18) Insurance	Overlook at King of Prussia (Loan No. 9)	Regal Entertainment Holdings, Inc. (United Artists Theater) (#1 tenant), Bahama Breeze (#4 tenant), and iFly Indoor Skydiving are leased fees, where tenant or other non-borrower party constructed improvements and either maintains its own insurance or self-insures. Subject to applicable restoration obligations, casualty proceeds are payable to tenant or other non-borrower party and/or its leasehold mortgagee.
(18) Insurance	Raleigh Marriott City Center (Loan No. 10)	Loan documents permit a property insurance deductible of up to $100,000. The in-place coverage provides for a $25,000 deductible.
(18) Insurance	First Stamford Place (Loan No. 15)	(i) Property Insurance Deductible. Loan documents permit a property insurance deductible of up to $100,000. The in-place

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Wells Fargo Bank, National Association
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of Exception
		coverage provides for a $25,000 deductible. (ii) Insurance Syndicate. Insurable replacement value at loan origination was $261.6 million. The loan documents requires all carriers in the primary $200 million layer of coverage to have minimum S&P claims paying ability rating of “A” or better and “A:X” or better by Best’s and permits required insurance to be provided by a syndicate subject to certain conditions, including: (A) 60% (if five or more) or 75% (if four or fewer) of aggregate policy limits must be provided by carriers with minimum S & P claims paying ability rating of “A” and (B) the remaining 40% (if five or more) or 25% (if four or fewer) shall be provided by carriers with minimum S & P financial strength rating of “BBB”. Surplus Lines Insurance Company (A XV rating by Best’s) permitted provided rating is not withdrawn or downgraded and at renewal the carrier is replaced with a carrier meeting rating requirements. Variation: Insurers in secondary layers of coverage are subject to Lender’s approval, and must be financially sound and authorized to do business in the situs state.
(18) Insurance	Village at San Jacinto (Loan No. 16)	(i) Walgreens Building Self-Insurance. Borrower’s obligation to provide required insurance (including property, rent loss, terrorism and liability coverage) is suspended with respect to the Walgreens building if tenant (Walgreens) elects to provide third party insurance or self-insure in accordance with its lease and maintains an S&P credit rating of “BBB” or better. The Walgreen’s lease has no rent abatement or termination remedies related to casualty during the loan term. Further, if the Walgreen’s lease is in full force effect and there is no lease or loan default, the provisions of the Walgreen’s lease shall control disbursement of any casualty proceeds. Walgreens has provided notice of its election to self-insure in accordance with its lease. (ii) Del Taco Property Insurance Deductible. The loan documents permit a $100,000 property insurance deductible for the Del Taco pad site building. In-place property coverage indicates a $100,000 deductible. (iii) Leased Fee. Pad site tenant (Carl’s Jr.) is a leased fee, where tenant or other non-borrower party constructed improvements and either maintains its own insurance or self-insures. Subject to applicable restoration obligations, casualty proceeds are payable to tenant or other non-borrower party and/or its leasehold mortgagee.
(18) Insurance	Kohl’s - Scottsdale (Loan No. 24)	(i) Tenant Self-Insurance. Borrower’s obligation to provide required insurance (including property, rent loss, terrorism and liability coverage) is suspended if tenant (Kohl’s) elects to provide third party insurance or self-insure in accordance with its lease. Tenant is permitted to self-insure if, among other things, it maintains a net worth of at least $100 million and a Moody’s credit rating of “Baa2”. The Kohl’s lease permits the tenant to abate rent to the extent that the leased premises are unusable following casualty, and to terminate the lease if the casualty damage affects 33% or more of the leased premises. If Kohl’s terminates and does not restore following such a casualty, it must assign third party insurance proceeds or, if it has elected to self-insure, it is contractually liable for the costs of restoration. Further, if the Kohl’s lease is in full force effect, the provisions of the Kohl’s lease shall control disbursement of any casualty proceeds. As of origination, Kohl’s is providing third party insurance for lease-required coverages, including, among other things, property insurance (including 12 months of business interruption coverage) and liability insurance, subject in each case to a $250,000 deductible. The loan

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Wells Fargo Bank, National Association
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of Exception
		documents provide for personal liability to borrower and guarantors for losses due to uninsured damage resulting from terrorism or the failure to maintain business interruption insurance. (ii) Leased Fee. Pad site subtenant (Pei Wei) is a leased fee, where sub-tenant or other non-borrower party constructed improvements and either maintains its own insurance or self-insures. Subject to applicable restoration obligations, casualty proceeds are payable to sub-tenant or other non-borrower party and/or its leasehold mortgagee.
(18) Insurance	Shops at Carson (Loan No. 64)	The mortgaged property is an air rights parcel comprised of first floor retail that is subject to a joint use agreement with owners of a sub-grade garage parcel and upper floor senior housing use. The joint use agreement provides that the senior housing owner obtain insurance for the entire building that comply with applicable mortgages, that borrower and lender be named as additional insureds, that borrower reimburse senior housing owner for pro rata insurance cost, that proceeds be applied to restoration (absent agreement of all owners to the contrary), and that, for any casualty affecting more than one owner, the owners agree to a “proceeds trustee”. Nothing in the joint use agreement impairs rights of any mortgage lender to receive insurance or condemnation proceeds otherwise payable to its borrower. The loan documents provide for personal liability to the borrower and guarantor for losses related to either (i) the failure to appoint a proceeds trustee or (ii) the proceeds trustee’s failing to use net proceeds in accordance with the loan agreement.
(19) Access; Utilities; Separate Tax Parcels	Moffett Place B4 (Loan No. 13)	The mortgaged property does not yet have a separate tax parcel, and common areas from the larger project are currently included within the mortgaged property’s tax parcel. No separate tax parcel endorsement was obtained at loan origination, but the title insurer is committed to issue the endorsement when separate assessor parcel number is issued for the property (anticipated in October 2018). The tax reserve was sized on the future, separate tax parcel (the common areas were excluded).
(28) Recourse Obligations	All Wells Fargo Loans (Loan No. 3, 5, 9, 10, 12, 13, 14, 15, 16, 23, 24, 40, 45, 48, 55, 64)	With respect to actions or events triggering recourse to the borrower or guarantor, the loan documents may provide additional qualifications or limitations, or recast the effect of a breach from springing recourse to a losses carve-out, in circumstances where, apart from identified bad acts of the borrower or guarantor, the property cash flow is inadequate for debt service or other required payments, the effect of the exercise of lender remedies restricts the borrower’s access to adequate property cash flow for such purposes, inadequate property cash flow results in involuntary liens from other creditors, or there are lesser violations of the triggering actions or events, including transfer violations that do not result in a property transfer or a change in control of the borrower, related to the borrower’s inadvertent failure to provide adequate notice or timely or complete information otherwise required by the loan documents, or otherwise obtain necessary prior approval therefor.
(28) Recourse Obligations	University Center Chicago (Loan No. 3)	The Mortgaged Property is security for two pari passu loans aggregating $120,600,000. The loan documents do not require a recourse carve-out guarantor. Only the SPE borrower (University Center Property LLC) is liable for customary carve-outs. No minimum net worth/liquidity required. The Cut-Off

 D-2-3

Wells Fargo Bank, National Association
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of Exception
		Date LTV Ratio is 59.3% for the senior loans. The loan documents require hard/in-place cash management. A Phase I environmental site assessment was obtained in connection with loan origination that indicates no REC’s, controlled REC’s or historic REC’s requiring action.
(31) Acts of Terrorism Exclusion	All Wells Fargo Loans (Loan No. 3, 5, 9, 10, 12, 13, 14, 15, 16, 23, 24, 40, 45, 48, 55, 64)	To the extent exceptions have been taken to the Insurance representation (#18) for failure to provide required insurance, such as self-insurance and leased fee situations, such exceptions also apply to the Acts of Terrorism representation.
(33) Single-Purpose Entity	Village at San Jacinto (Loan No. 16)	Borrower is recycled SPE that previously owned property other than the mortgaged property. Borrower previously owned unimproved, vacant parcel adjacent to mortgaged property, and conveyed parcel to an affiliate prior to loan origination. Phase I environmental site assessment obtained with respect to prior owned property that indicated no recognized environmental conditions. The loan documents provide for personal liability to borrower and guarantor for losses related to the prior owned property.
(34) Defeasance	Raleigh Marriott City Center (Loan No. 10)	Defeasance Variations: (i) Borrower shall deliver a certificate at borrower’s option of either (A) Chatham Financial, (B) a regionally or nationally recognized public accounting firm reasonably acceptable to lender, or (C) a third party reputable defeasance advisor reasonably acceptable to lender certifying that the total defeasance collateral will generate monthly amounts equal to or greater than the scheduled defeasance payments; and (ii) borrower shall only pay the fee charged by servicer to the extent customary for similar borrowers, loan size and collateral.
(36) Ground Leases	Raleigh Marriott City Center (Loan No. 10)	Part Fee/Part Leasehold and Leasehold/Fee Not Subordinated. The hotel property is subject to a master ground lease between the City of Raleigh, as ground lessor, and the original developer of the hotel, as lessee, which has been assigned to borrower. The leasehold estate was converted into a leasehold condominium consisting of two units (one unit comprised of a hotel and conference center and another unit comprised of a parking garage). The hotel and conference center unit was further converted to a separate sub-condominium regime consisting of two units (one unit comprised of the hotel and another unit comprised of a conference center unit). The conference center sub-condominium unit, which is owned by the City of Raleigh, has been leased to borrower for a term ending in 2039 with the option to purchase the unit for $100 at lease expiration. The latest lease expirations are as follows: (i) master ground lease: 07/31/2107; and (ii) conference center sub-condominium unit lease: 02/02/2039. Variations: (C) The term of the conference center sub-condominium lease expires 02/02/2039 (less than 20 years after the 06/11/2022 loan maturity); however, borrower has the right to purchase the conference center unit for $100 upon the expiration of the conference center lease. The loan documents provide for personal liability to borrower and guarantor for losses from failure to pay amounts due under the master ground lease and the conference center lease to the extent sufficient revenue is available and for termination of the master ground lease or the conference center lease unless solely the result of a default curable by the payment of money caused solely by insufficient cash flow from the property or lender’s election to apply reserve funds specifically allocated for performance under

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Wells Fargo Bank, National Association
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of Exception
		either lease, and for springing recourse to borrower and guarantor if the master ground lease or the conference center lease is voluntarily terminated by borrower or the operating lessee without lender’s consent.
(36) Ground Leases	Englewood Village (Loan No. 45)	The mortgaged property has two points of direct access to a public right-of-way, but also benefits from an insured “sub-leasehold” estate in another access driveway. The sub-leasehold estate is in the nature of an easement for ancillary access, and was not assigned value in the appraisal. Variations: (A) – (L). A Memorandum of Sublease was recorded in 2000, but the underlying sub-lease is still on request from counsel that prepared it. Otherwise, the instrument is not assumed to contain the lender protection provisions contemplated by the related ground lease representations.

 D-2-5

Bank of America, National Association
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of Exception
(8) Permitted Liens; Title Insurance	County Line Crossing (Loan No. 43)	The lien on the related Mortgaged Property is subordinate to a reciprocal easement agreement with Kroger Limited Partnership I, an Ohio limited partnership.
(18) Insurance	Mall of Louisiana (Loan No. 6)	The related borrower may satisfy the insurance ratings requirements with “cut through” or credit wrap endorsements issued by an insurer having an S&P rating of not lower than “A” and in form and substance acceptable to lender and the rating agencies and with respect to Factory Mutual Insurance Company, the rating for S&P may be satisfied with an “A-pi” rating. Insurance coverage for named storms allows for a deductible no greater than 5% of the total insured value at risk, except that to the extent the guarantor provides a guaranty acceptable to the lender and the Rating Agencies for the difference, such deductible may be up to 10% of the total insurable value of the Mortgaged Property. The related Mortgaged Property is located in a federally designated “special flood hazard area”. The related Whole Loan documents require the borrower to obtain flood hazard insurance in an amount equal to the lesser of (1) the outstanding principal balance of the Whole Loan or (2) the maximum amount of such insurance available under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended, plus such additional excess flood insurance necessary to address the probable maximum loss as determined by an independent authority.
(18) Insurance	Redondo Beach Hotel Portfolio (Loan No. 7) Artisan Cove (Loan No. 19) StorQuest - Oakland San Pablo (Loan No. 25) StorQuest - Lafayette (Loan No. 35) StorQuest - Tallahassee (Loan No. 37) Placerville Self Storage (Loan No. 39) Fresenius Distribution Center SC (Loan No. 46) Irwindale Commerce Center	All exceptions to Representation 31 set forth below for all Bank of America mortgage loans are also exceptions to this Representation 18.

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Bank of America, National Association
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of Exception
	(Loan No. 47) StorQuest - Glendale AZ (Loan No. 49)
(18) Insurance	222 Second Street (Loan No. 2)	The related borrower is only required to carry business interruption insurance covering a period continuing until the restoration is complete, with an extended period of indemnity endorsement which provides that after restoration, the continued loss of income will be insured until such income either returns to the same level it was at prior to the loss, or the expiration of 365 days from the date that the Mortgaged Property is restored and operations are resumed, whichever first occurs. The related Whole Loan documents require that the related insurance policies provide that such policies may not be cancelled without at least ten (10) days’ written notice to the lender.
(18) Insurance	Redondo Beach Hotel Portfolio (Loan No. 7)	The threshold at or above which the lender has the right to hold and disburse insurance proceeds in respect of a casualty loss is 5% of the original principal balance of the Mortgage Loan, rather than 5% of the then outstanding principal balance of the Mortgage Loan. The related borrower is only required to carry business interruption insurance covering a period continuing until the restoration is complete or the expiration of eighteen (18) months, whichever first occurs, with an extended period of indemnity endorsement which provides that after restoration, the continued loss of income will be insured until such income either returns to the same level it was at prior to the loss, or the expiration of six (6) months from the date that the Mortgaged Property is restored and operations are resumed, whichever first occurs.
(18) Insurance	Extra Space Storage - Lodi (Loan No. 36)	The related Mortgage Loan documents provide that the threshold at which the lender retains the right to hold and disburse insurance proceeds to be applied for repair or restoration is equal to or greater than $50,000.
(18) Insurance	Artisan Cove (Loan No. 19) StorQuest - Oakland San Pablo (Loan No. 25) US Storage Plano TX (Loan No. 32) StorQuest - Lafayette (Loan No. 35) StorQuest - Tallahassee	The related borrower is only required to carry business interruption insurance covering a period continuing until the restoration is complete or the expiration of twelve (12) months, whichever first occurs, with an extended period of indemnity endorsement which provides that after restoration, the continued loss of income will be insured until such income either returns to the same level it was at prior to the loss, or the expiration of six (6) months from the date that the Mortgaged Property is restored and operations are resumed, whichever first occurs.

 D-2-7

Bank of America, National Association
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of Exception
	(Loan No. 37) Placerville Self Storage (Loan No. 39) Summit Self Storage (Loan No. 41) County Line Crossing (Loan No. 43) Fresenius Distribution Center SC (Loan No. 46) Irwindale Commerce Center (Loan No. 47) StorQuest - Glendale AZ (Loan No. 49) Folly Road Self Storage (Loan No. 52)
(18) Insurance	US Storage Plano TX (Loan No. 32) Extra Space Storage – Lodi (Loan No. 36)	The related Mortgage Loan documents do not specify that the replacement value does not include a deduction for physical depreciation.
(26) Local Law Compliance	StorQuest - Oakland San Pablo (Loan No. 25)	The use of the related Mortgaged Property as a self-storage facility is a legal non-conforming use. The applicable rebuildability clause provides that if damage or destruction exceeds seventy-five percent (75%) a facility’s replacement value, the facility may thereafter only be restored to accommodate or serve the prior nonconforming activity upon the granting of a conditional use permit.
(26) Local Law Compliance	StorQuest - Glendale AZ (Loan No. 49)	The use of the related Mortgaged Property as a mini-storage facility or an accessory caretakers apartment is a legal non-conforming use. The applicable rebuildability clause provides that whenever a non-conforming use has been discontinued or abandoned for a period of one (1) year, such use may not thereafter be re-established and any future uses must be in conformance with the current regulations for the current zoning district in which the property is located.
(28) Recourse Obligations	222 Second Street (Loan No. 2)	There is no separate guarantor of recourse obligations. The full recourse and losses carveouts in the Whole Loan documents are recourse only to the borrower and the borrower is the only indemnitor under the environmental indemnity agreement. The related Whole Loan documents do not specifically provide that the Whole Loan becomes full recourse with respect to misappropriation of security deposits.

 D-2-8

Bank of America, National Association
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of Exception
		The related Whole Loan documents provide that the Whole Loan becomes recourse for losses with respect to an involuntary bankruptcy petition only when it has not been dismissed within ninety (90) days of filing.
(28) Recourse Obligations	Artisan Cove (Loan No. 19)	Recourse liability with respect to waste will only arise after the lender has given the related borrower notice and an opportunity to cure the related default in accordance with the terms of the Mortgage Loan Agreement.
(31) Acts of Terrorism Exclusion	Redondo Beach Hotel Portfolio (Loan No. 7) Artisan Cove (Loan No. 19) StorQuest - Oakland San Pablo (Loan No. 25) StorQuest - Lafayette (Loan No. 35) StorQuest - Tallahassee (Loan No. 37) Placerville Self Storage (Loan No. 39) Fresenius Distribution Center SC (Loan No. 46) Irwindale Commerce Center (Loan No. 47) StorQuest - Glendale AZ (Loan No. 49)	If the Terrorism Risk Insurance Act of 2002, as extended and modified by the Terrorism Risk Insurance Program Reauthorization Act of 2007 or subsequent statute, extension, or reauthorization is not in effect, then the related Mortgagor will not be required to spend on the premium for terrorism insurance coverage more than two (2) times the amount of the insurance premium for a separate “Special Form” or “All Risks” policy or equivalent policy insuring only the related Mortgaged Property on a stand-alone basis under the related Mortgage Loan agreement (provided that the related Mortgagor will be obligated to purchase the maximum amount of terrorism coverage available with funds equal to such cap to the extent such coverage is available).
(33) Single-Purpose Entity	222 Second Street (Loan No. 2) Mall of Louisiana (Loan No. 6) Redondo Beach Hotel Portfolio (Loan No. 7) StorQuest - Oakland San Pablo (Loan No. 25) US Storage Plano TX (Loan No. 32) StorQuest - Lafayette	Mortgagor is a recycled Single-Purpose Entity, however, the related Mortgagor made standard representations and warranties, including backwards representations and warranties where required to complete coverage, and the recourse carveout guaranty includes coverage with respect to violations of such Single-Purpose Entity representations and warranties.

 D-2-9

Bank of America, National Association
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of Exception
	(Loan No. 35) Extra Space Storage - Lodi (Loan No. 36) StorQuest - Tallahassee (Loan No. 37) Summit Self Storage (Loan No. 41) County Line Crossing (Loan No. 43) Fresenius Distribution Center SC (Loan No. 46) Irwindale Commerce Center (Loan No. 47) StorQuest - Glendale AZ (Loan No. 49)

 D-2-10

Morgan Stanley Mortgage Capital Holdings LLC
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of Exception
(7) Lien: Valid Assignment and	Corporate Woods Portfolio (Loan No. 4)	PNC Bank, National Association, a tenant at the Mortgaged Property identified on Annex A-1 as 10801 Mastin, has a right of first refusal to purchase such Mortgaged Property if the landlord elects to sell such Mortgaged Property as a separate parcel and not as part of the entire portfolio of Mortgaged Properties. Such right of first refusal was subordinated to the Mortgage Loan pursuant to a subordination, non-disturbance and attornment agreement.
(8) Permitted Liens; Title Insurance	Corporate Woods Portfolio (Loan No. 4)	PNC Bank, National Association, a tenant at the Mortgaged Property identified on Annex A-1 as 10801 Mastin, has a right of first refusal to purchase such Mortgaged Property if the landlord elects to sell such Mortgaged Property as a separate parcel and not as part of the entire portfolio of Mortgaged Properties. Such right of first refusal was subordinated to the Mortgage Loan pursuant to a subordination, non-disturbance and attornment agreement.
(18) Insurance	Metro Towne Center (Loan No. 17)	The leases for the tenants Ross and DD’s Discounts require the Mortgagor to restore such tenants’ stores following a casualty, and provide that if the Mortgagor fails to do so when required under the lease, the tenant may restore the store at the Mortgagor’s expense. The leases further provide that a lender that is a financial institution, such as a bank, may hold proceeds over the thresholds of $100,000 and $200,000, respectively, but must disburse such proceeds to the party performing restoration (which could, under the circumstances above, include the tenant), upon satisfaction of certain conditions (which differ from the conditions set forth in the Mortgage Loan documents).
(18) Insurance	Lakeside Village Shopping Center (Loan No. 28)	The Mortgaged Property is located in flood zone AE. The Mortgage Loan documents require flood insurance in an amount at least equal to the lesser of (A) the principal balance of the Note, or (B) the maximum limit of coverage available for the Property under the National Flood Insurance Act of 1968, The Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended, and does not require the Mortgagor to obtain excess coverage in an amount required by prudent institutional commercial mortgage lenders;
(18) Insurance	Kohl’s Ground Lease (Loan No. 33)	The Mortgage Loan provides that the Mortgagor’s obligations to provide insurance may be satisfied by the sole tenant, Kohl’s Department Stores, Inc., a Delaware corporation, providing the insurance as required under its lease (and which may be satisfied by the self-insurance provisions of such lease). The insurance coverage required under such lease may not be the same as the insurance coverage specified under Representation 18. If both (i) such tenant has not provided the lender with evidence of coverage required under such tenant’s lease in full compliance with the Mortgagor’s obligations under the Mortgage Loan documents and which evidence names the lender as additional insured and beneficiary, and (ii) a Major Tenant Credit Rating Event has occurred, then the Mortgagor is required to comply with the insurance requirements of the Mortgage Loan documents without reliance on any required by the sole tenant under its lease. A “Major Tenant Credit Rating Event” means the long term senior unsecured debt of the lease guarantor under the sole tenant’s lease, Kohl’s Corporation, has a rating of below “investment grade” from two or more national credit rating agencies.

 D-2-11

Morgan Stanley Mortgage Capital Holdings LLC
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of Exception
(18) Insurance	All MSMCH Mortgage Loans (Loan Nos. 1, 4, 8, 11, 17, 18, 20, 21, 22, 26, 28, 30, 31, 33, 38)	The Mortgage Loan documents may allow the Mortgagor to obtain insurance from an insurer that does not meet the required rating if it obtains a “cut through endorsement” from an insurance company that meets the required rating. The Mortgage Loan documents may also allow the Mortgagor to obtain insurance from an insurer that does not meet the required rating if a parent company that owns at least 51% of the insurer has the required rating and use of such insurance is approved by the rating agencies. The threshold for lender having the right to hold and disburse insurance proceeds may be based on 5% of the original principal amount rather than 5% of the outstanding principal amount. In addition, all exceptions to Representation 31 set forth below for all MSMCH Mortgage Loans are also exceptions to this Representation 18.
(26) Local Law Compliance	Sundance West Apartments (Loan No. 18)	The use of the Mortgaged Property constitutes a legal non-conforming use, as construction of a multifamily property requires a special use permit, and no such permit is on file. Under the applicable zoning code, if a building devoted to a non-conforming use is damaged or partially destroyed to an extent greater than 50% of its assessed value, it may be repaired or reconstructed only in conformity with the current zoning code, which would require a special use permit. The granting of such a permit is discretionary, and the process for obtaining such a permit is time-consuming.
(28) Recourse Obligations	General Motors Building (Loan No. 1)	The Mortgage Loan is recourse in accordance with the terms of the Mortgage Loan documents to the Mortgagor only. The Mortgagor is the only indemnitor under the environmental indemnity agreement.
(28) Recourse Obligations	Corporate Woods Portfolio (Loan No. 4)	The related environmental indemnity provides that the indemnitor will not have any indemnification obligations or liabilities under the environmental indemnity, provided that a Qualified Environmental Policy has been delivered to the lender, except that the lender may immediately seek claims under the environmental indemnity against the indemnitor upon the earlier to occur of (i) the expiration or termination of any Qualified Environmental Policy, (ii) any environmental policy delivered to the lender failing to satisfy the conditions of a “Qualified Environmental Policy,” (iii) any insurer declining coverage for a claim made by the lender pursuant to such Qualified Environmental Policy, (iv) any insurer accepting its obligations to cover a claim made by the lender pursuant to such Qualified Environmental Policy, but failing to pay such insurance proceeds to the indemnitor in the ordinary course of business, and (v) any such insurance proceeds received by the lender under such Qualified Environmental Policy failing to cover any and all losses of the lender (in which event the indemnitor is liable solely to the extent of any deficiency), in each case, solely to the extent any remaining Qualified Environmental Policy as to which items (i) through (v) apply would not cover any such losses. A “Qualified Environmental Policy” means (I) (i) an environmental insurance policy by Steadfast Insurance Company (Zurich), (or such renewal policy) with coverage amount of no less than $5,000,000 per incident and in the aggregate, and a deductible no higher than $25,000, in substantially the same form and coverages as the policy delivered to the lender as of the loan closing date, or (ii) an

 D-2-12

Morgan Stanley Mortgage Capital Holdings LLC
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of Exception
		environmental insurance policy reasonably approved by the lender, and (II) any such Qualified Environmental Policy names the original lenders and their successors and assigns as the “named insured” or an “additional insured” by an additional insured/mortgagee assignment endorsement. In addition, with respect to transfers, the Mortgage Loan is full recourse only for voluntary transfers and is loss recourse for involuntary transfers.
(28) Recourse Obligations	The Churchill (Loan No. 8)	The Mortgage Loan is recourse in accordance with the terms of the Mortgage Loan documents to the Mortgagor only. The Mortgagor is the only indemnitor under the environmental indemnity agreement.
(28) Recourse Obligations	411 East Wisconsin (Loan No. 11)	The non-recourse carveout guarantors have reported a net worth of $11,822,373 and liquidity of $1,870,931.
(28) Recourse Obligations	All MSMCH Mortgage Loans (Loan Nos. 1, 4, 8, 11, 17, 18, 20, 21, 22, 26, 28, 30, 31, 33, 38)	The Mortgage Loan documents may provide that there will not be recourse for voluntary transfers of either the Mortgaged Property or equity interests in Mortgagor made in violation of the Mortgage Loan documents to the extent of failure to comply with administrative requirements of notice and updated organizational charts for what would otherwise constitute permitted transfers.
(29) Mortgage Releases	411 East Wisconsin (Loan No. 11)	The Mortgage Loan documents permit the release of a release parcel comprised of two parking garages at a release price of $24,712,500. Such release price was determined by multiplying the loan to value ratio of the Whole Loan as of the Cut-off Date of 70.4% by the appraised value of the release parcel as set forth in the appraisal delivered in connection with origination of the Whole Loan, which results in an implied allocated loan amount of the release parcel of $19,770,000, and multiplying such implied allocated loan amount by 125%. However, the loan documents do not expressly set forth an allocated loan amount for the release parcel. All releases are required to be in compliance with the REMIC requirements
(31) Acts of Terrorism Exclusion	General Motors Building (Loan No. 1)	In no event shall the Mortgagor be required to pay insurance premiums on terrorism insurance required in excess of an amount equal to two times the amount of the then-current annual premium for the required comprehensive all risk insurance (excluding any terrorism, earthquake or flood component thereof) and business income/rent loss insurance (“Terrorism Premium Cap”) and, if the cost of terrorism insurance exceeds the Terrorism Premium Cap, the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to the Terrorism Premium Cap); provided, however, that in no event shall any insurance premiums paid with respect to policies in effect prior to the date TRIPRA expires or is otherwise no longer in effect for any reason be included for purposes of determining whether the amount of premiums paid by the Mortgagor for Terrorism Insurance for any applicable period meet or exceed the Terrorism Premium Cap. Terrorism insurance may be maintained by the Mortgagor with NYXP, LLC, a captive insurance company, under certain conditions as further described in the Mortgage Loan documents, including but not limited to the requirement that those covered losses which are not reinsured by the federal government under TRIPRA are reinsured with a cut-through endorsement (or its equivalent) by a third party insurer rated not less than “A:X” or better in the current best’s insurance reports, “A” by S&P, and “A2” or better by Moody’s, to the extent Moody’s rates securities and

 D-2-13

Morgan Stanley Mortgage Capital Holdings LLC
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of Exception
		rates the applicable insurer.
(30) Financial Reporting and Rent Rolls	The Churchill (Loan No. 8)	The Mortgagor is not required to provide the owner or holder of the Mortgage Loan with quarterly and annual operating statements, however it is required to provide annual financial statements.
(31) Acts of Terrorism Exclusion	All MSMCH Mortgage Loans (Loan Nos. 1, 4, 8, 11, 17, 18, 20, 21, 22, 26, 28, 30, 31, 33, 38)	The Mortgage Loan documents may allow terrorism insurance to be obtained from an insurer that is rated at least investment grade (i.e. “BBB-”) by S&P) and also rated at least “BBB-” by Fitch, and/or “Baa3 by Moody’s (if such rating agencies rate any securitization of such mortgage loans and also rate the insurer). In addition, with respect to terrorism insurance, the Mortgage Loan documents may provide for 12 months, rather than 18 months, of business interruption coverage, even if the Mortgage Loan is in excess of $50,000,000.
(31) Acts of Terrorism Exclusion	All MSMCH Mortgage Loans (Loan Nos. 1, 4, 8, 11, 17, 18, 20, 21, 22, 26, 28, 30, 31, 33, 38)	All exceptions to Representation 18 are also exceptions to this Representation 31.
(32) Due on Sale or Encumbrance	General Motors Building (Loan No. 1)	The Mortgage Loan documents permit, without the lender’s consent, (i) transfers of direct or indirect interests in the Mortgagor, provided that after giving effect to any such transfer, (A) Boston Properties Limited Partnership (“BPLP”), one of the Mortgage Loan sponsors, will, directly or indirectly, own at least twenty percent of the interests in the Mortgagor; and (B) BPLP shall, directly or indirectly, retain the day-to-day management and operational control rights over the Mortgagor (subject to customary major decision consent rights of certain indirect owners of the Mortgagor); and (ii) a merger, consolidation, sale of all or substantially all assets, or similar transactions as to BPLP and/or its general partner Boston Properties, Inc.(“BPI”) resulting in BPLP and/or BPI, as applicable, not being the surviving entity.
(32) Due on Sale or Encumbrance	The Churchill (Loan No. 8)	The Mortgage Loan permits, without any limitation, transfers of stock of the Mortgagor in connection with the assignment of a proprietary lease for an apartment unit by a tenant-shareholder of the Mortgagor to other persons who by virtue of such transfers become tenant-shareholders in the Mortgagor and also permits, without any limitation, pledges of stock in the Mortgagor by a tenant-shareholder to secure a loan to such tenant-shareholder. The Mortgagor is required to pay the reasonable fees and expenses of the lender in connection with any transfer, which reasonableness requirement would apply, without limitation, to rating agency fees and expenses. The Mortgage Loan permits subordinate financing secured by the Mortgaged Property, subject to the lender’s consent (which may not be unreasonably withheld, conditioned or delayed) provided that certain conditions are satisfied, including without limitation that (i) at no time may the aggregate loan-to-value ratio of the Mortgage Loan and such subordinate financing exceed 40% (which determination, if made prior to the 3rd anniversary of the origination date, shall be based on the appraisal delivered in connection with the origination of the Mortgage Loan) and (ii) the subordinate lender enters into a subordination and standstill agreement in form and substance reasonably acceptable to the lender under the Mortgage Loan.
(33) Single Purpose Entity	The Churchill (Loan No. 8)	The Mortgagor is not a Single Purpose Entity. In particular, but without limiting the foregoing statement, the organizational

 D-2-14

Morgan Stanley Mortgage Capital Holdings LLC
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of Exception
		documents of the Mortgagor do not contain the provisions required to be a Single Purpose Entity, and no counsel’s opinion regarding non-consolidation of the Mortgagor was obtained.

 D-2-15

National Cooperative Bank, N.A.
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of Exception
(9) Junior Liens	71 Grace Avenue Owners Corp. (Loan No. 53) 2680 Apt Inc. (Loan No. 57) 230 Central Avenue Owners Corp. (Loan No. 61) 240 Prospect Pl. Apt. Corp. (Loan No. 65) Lancaster Owners, Incorporated (Loan No. 62)	The referenced Mortgaged Properties are encumbered by a subordinate credit line mortgage in the original principal amount of $200,000.00; as of the Cut-off Date, no advances have been made under such subordinate credit line mortgage.
(9) Junior Liens	55 Monroe Boulevard Owners Corp. (Loan No. 42) West 24th Owners Corp. (Loan No. 50) 100 Randall Avenue Owners Corp. (Loan No. 56) Seventy-Eight Tenants Corporation (Loan No. 59) 2021 84th St. Owners Corp. (Loan No. 63)	The referenced Mortgaged Properties are encumbered by a subordinate credit line mortgage in the original principal amount of $250,000.00; as of the Cut-off Date, no advances have been made under such subordinate credit line mortgage.
(9) Junior Liens	Riverbank South Owners Corp. a/k/a River Bank South Owners Corp. (Loan No. 54)	The referenced Mortgaged Property is encumbered by a subordinate credit line mortgage in the original principal amount of $500,000.00; as of the Cut-off Date, $150,000.00 has been advanced under such subordinate credit line mortgage.
(9) Junior Liens	67-40 Yellowstone Blvd. Owners Corp. (Loan No. 60)	The referenced Mortgaged Property is encumbered by a subordinate credit line mortgage in the original principal amount of $500,000.00; as of the Cut-off Date, no advances have been made under such subordinate credit line mortgage.
(9) Junior Liens	36 Pondfield Road West Owners, Inc. (Loan No. 58)	The referenced Mortgaged Property is encumbered by a subordinate credit line mortgage in the original principal amount of $750,000.00; as of the Cut-off Date, no advances have been made under such subordinate credit line mortgage.
(9) Junior Liens	38 - 50 West 9th Street Corp. (Loan No. 34)	The referenced Mortgaged Property is encumbered by a subordinate credit line mortgage in the original principal amount of $1,500,000.00; as of the Cut-off Date, no advances have been made under such subordinate credit line mortgage.
(18) Insurance	All of the Mortgage Loans secured by residential cooperatives (Loan Nos 27, 29, 34, 42, 44, 50, 51, 53, 54, 56, 57, 58, 59, 60, 61, 62, 63, 65)	The Mortgage Loan documents evidencing the Mortgage Loans secured by residential cooperatives require the related Mortgagors, if and to the extent the related Mortgaged Property is identified by the Secretary of Housing and Urban Development as having special flood hazards, to maintain insurance against loss by flood hazards in an amount equal to the lesser of (i) the outstanding principal balance of the related

 D-2-16

National Cooperative Bank, N.A.
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of Exception
		Mortgage Loan or (ii) the maximum amount available under the National Flood Insurance Program.
(28) Recourse Obligations	All of the Mortgage Loans secured by residential cooperatives (Loan Nos 27, 29, 34, 42, 44, 50, 51, 53, 54, 56, 57, 58, 59, 60, 61, 62, 63, 65)	All of the Mortgage Loans secured by residential cooperative properties are fully recourse to the related Mortgagors. There are no guarantors for any of the Mortgage Loans secured by residential cooperative properties.
(30) Financial Reporting and Rent Rolls	All of the Mortgage Loans secured by residential cooperatives (Loan Nos 27, 29, 34, 42, 44, 50, 51, 53, 54, 56, 57, 58, 59, 60, 61, 62, 63, 65)	The Mortgage Loans secured by residential cooperative properties do not require the Mortgagor to provide the owner or holder of such Mortgage Loans with quarterly operating statements or quarterly rent rolls.
(31) Acts of Terrorism Exclusion	All of the Mortgage Loans secured by residential cooperatives (Loan Nos 27, 29, 34, 42, 44, 50, 51, 53, 54, 56, 57, 58, 59, 60, 61, 62, 63, 65)	The related Mortgage Loan documents evidencing the Mortgage Loans secured by residential cooperatives do not contain an express requirement indicating that if TRIPRA or a similar or subsequent statute is not in effect, that the Mortgagor under each such Mortgage Loan is required to carry terrorism insurance, but in such event the related Mortgagor shall not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable in respect of the related Mortgaged Property and business interruption/rental loss insurance required under the related Mortgage Loan documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance) at the time of the origination of such Mortgage Loan, and if the cost of terrorism insurance exceeds such amount, the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount.
(32) Due on Sale or Encumbrance	All of the Mortgage Loans secured by residential cooperatives (Loan Nos 27, 29, 34, 42, 44, 50, 51, 53, 54, 56, 57, 58, 59, 60, 61, 62, 63, 65)	All of the Mortgage Loans secured by residential cooperative properties permit, without the prior written consent of the holder of the related Mortgage, transfers of stock of the related Mortgagor in connection with the assignment of a proprietary lease for an apartment unit by a tenant-shareholder of the related Mortgagor to other persons who by virtue of such transfers become tenant-shareholders in the related Mortgagor.
(33) Single-Purpose Entity	All of the Mortgage Loans secured by residential cooperatives (Loan Nos. 27, 29, 34, 42, 44, 50, 51, 53, 54, 56, 57, 58, 59, 60, 61, 62, 63, 65)	The Mortgagors under the Mortgage Loans secured by residential cooperative properties are not Single-Purpose Entities.
(45) Appraisal	Artist Building at 300 Summer Cooperative Corporation (Loan No. 29)	The appraisal for the referenced Mortgaged Property is not dated within 6 months of the Mortgage Loan Origination date, and is not dated within 12 months of the Cut-off Date.
(45) Appraisal	55 Monroe Boulevard Owners Corp. (Loan No. 42) 2199 Holland Avenue Apartment Corp. f/k/a Powers Equities, Inc. (Loan No. 44) West 24th Owners Corp. (Loan No. 50) 590 East 3rd Street Owners Corp.	The appraisals for the referenced Mortgaged Properties are not signed by an appraiser that is a Member of the Appraisal Institute.

 D-2-17

National Cooperative Bank, N.A.
Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of Exception
	(Loan No. 51) 71 Grace Avenue Owners Corp. (Loan No. 53) 100 Randall Avenue Owners Corp. (Loan No. 56) 67-40 Yellowstone Blvd. Owners Corp. (Loan No. 60)

 D-2-18

ANNEX E

CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE

Distribution Date	Class A-SB Planned Principal Balance ($)	Distribution Date	Class A-SB Planned Principal Balance ($)
October 2017	50,058,000.00	August 2022	48,567,882.07
November 2017	50,058,000.00	September 2022	47,788,953.22
December 2017	50,058,000.00	October 2022	46,919,807.06
January 2018	50,058,000.00	November 2022	46,110,216.41
February 2018	50,058,000.00	December 2022	45,234,908.38
March 2018	50,058,000.00	January 2023	44,418,926.92
April 2018	50,058,000.00	February 2023	43,599,851.01
May 2018	50,058,000.00	March 2023	42,590,648.20
June 2018	50,058,000.00	April 2023	41,764,634.29
July 2018	50,058,000.00	May 2023	40,873,372.03
August 2018	50,058,000.00	June 2023	40,040,843.53
September 2018	50,058,000.00	July 2023	39,143,252.72
October 2018	50,058,000.00	August 2023	38,304,160.53
November 2018	50,058,000.00	September 2023	37,461,885.53
December 2018	50,058,000.00	October 2023	36,554,826.57
January 2019	50,058,000.00	November 2023	35,705,914.42
February 2019	50,058,000.00	December 2023	34,792,407.84
March 2019	50,058,000.00	January 2024	33,936,808.51
April 2019	50,058,000.00	February 2024	33,077,963.27
May 2019	50,058,000.00	March 2024	32,093,754.85
June 2019	50,058,000.00	April 2024	31,227,914.62
July 2019	50,058,000.00	May 2024	30,297,963.39
August 2019	50,058,000.00	June 2024	29,425,308.35
September 2019	50,058,000.00	July 2024	28,488,363.96
October 2019	50,058,000.00	August 2024	27,662,285.25
November 2019	50,058,000.00	September 2024	26,833,093.71
December 2019	50,058,000.00	October 2024	25,944,524.80
January 2020	50,058,000.00	November 2024	25,108,859.05
February 2020	50,058,000.00	December 2024	24,214,000.97
March 2020	50,058,000.00	January 2025	23,371,812.53
April 2020	50,058,000.00	February 2025	22,526,450.09
May 2020	50,058,000.00	March 2025	21,510,714.28
June 2020	50,058,000.00	April 2025	20,658,334.42
July 2020	50,058,000.00	May 2025	19,747,239.96
August 2020	50,058,000.00	June 2025	18,888,212.26
September 2020	50,058,000.00	July 2025	17,971,049.50
October 2020	50,058,000.00	August 2025	17,135,366.44
November 2020	50,058,000.00	September 2025	16,296,537.03
December 2020	50,058,000.00	October 2025	15,401,420.46
January 2021	50,058,000.00	November 2025	14,556,061.48
February 2021	50,058,000.00	December 2025	13,654,601.99
March 2021	50,058,000.00	January 2026	12,802,664.60
April 2021	50,058,000.00	February 2026	11,947,519.17
May 2021	50,058,000.00	March 2026	10,931,351.85
June 2021	50,058,000.00	April 2026	10,069,156.77
July 2021	50,058,000.00	May 2026	9,151,342.42
August 2021	50,058,000.00	June 2026	8,282,442.93
September 2021	50,058,000.00	July 2026	7,358,115.81
October 2021	50,058,000.00	August 2026	6,482,461.73
November 2021	50,058,000.00	September 2026	5,603,509.59
December 2021	50,058,000.00	October 2026	4,669,417.18
January 2022	50,058,000.00	November 2026	3,783,635.22
February 2022	50,058,000.00	December 2026	2,842,908.21
March 2022	50,058,000.00	January 2027	1,950,245.32
April 2022	50,058,000.00	February 2027	1,054,219.79
May 2022	50,058,000.00	March 2027	988.33
June 2022	50,057,051.93	April 2027 and	0.00
July 2022	49,296,007.50	thereafter

E-1 

No dealer, salesman or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

TABLE OF CONTENTS

Summary of Certificates	3
Important Notice Regarding the Offered Certificates	15
Important Notice About Information Presented in this Prospectus	16
Summary of Terms	23
Risk Factors	63
Description of the Mortgage Pool	160
Transaction Parties	261
Credit Risk Retention	333
Description of the Certificates	336
Description of the Mortgage Loan Purchase Agreements	380
Pooling and Servicing Agreement	390
Certain Legal Aspects of Mortgage Loans	517
Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties	535
Pending Legal Proceedings Involving Transaction Parties	537
Use of Proceeds	538
Yield and Maturity Considerations	538
Material Federal Income Tax Considerations	552
Certain State and Local Tax Considerations	566
Method of Distribution (Underwriter)	566
Incorporation of Certain Information by Reference	570
Where You Can Find More Information	570
Financial Information	571
Certain ERISA Considerations	571
Legal Investment	577
Legal Matters	578
Ratings	578
Index of Defined Terms	581

Dealers will be required to deliver a prospectus when acting as underwriters of these certificates and with respect to unsold allotments or subscriptions. In addition, all dealers selling these certificates will deliver a prospectus until the date that is ninety days from the date of this prospectus.

$1,040,694,000

(Approximate)

Wells Fargo
Commercial Mortgage
Securities, Inc.

Depositor

BANK 2017-BNK7

Issuing Entity

Commercial Mortgage
Pass-Through Certificates,
Series 2017-BNK7

Class A-1	$	32,602,000
Class A-2	$	35,234,000
Class A-3	$	44,439,000
Class A-SB	$	50,058,000
Class A-4	$	310,000,000
Class A-5	$	334,853,000
Class X-A	$	807,186,000
Class X-B	$	233,508,000
Class A-S	$	144,141,000
Class B	$	50,449,000
Class C	$	38,918,000

PROSPECTUS

Wells Fargo Securities

Co-Lead Manager and Joint Bookrunner

BofA Merrill Lynch

Co-Lead Manager and Joint Bookrunner

Morgan Stanley

Co-Lead Manager and Joint Bookrunner

Academy Securities, Inc.

Co-Manager

September 20, 2017