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

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herein is preliminary as of the date hereof, supersedes any such information previously delivered to you and will be superseded by any such information subsequently delivered and ultimately by the final prospectus relating to the securities.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

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only and does not constitute, in whole or in part, a prospectus for the purposes of Directive 2003/71/EC (as amended or superseded) and/or Part VI of the Financial Services and Markets Act 2000, as amended, or other offering document.

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

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

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

Wells Fargo Securities is the trade name for the capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including but not limited to Wells Fargo Securities, LLC, a member of NYSE, FINRA, NFA and SIPC, Wells Fargo Prime Services, LLC, a member of FINRA, NFA and SIPC, and Wells Fargo Bank, N.A. Wells Fargo Securities, LLC and Wells Fargo Prime Services, LLC are distinct entities from affiliated banks and thrifts.

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

The underwriters described in these materials may from time to time perform investment banking services for, or solicit investment banking business from, any company named in these materials. The underwriters and/or their affiliates or respective employees may from time to time have a long or short position in any security or contract discussed in these materials.

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

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

Amortization: Based on the Initial Pool Balance, 40.4% of the mortgage pool (42 mortgage loans) has scheduled amortization, as follows:

20.8% (27 mortgage loans) requires amortization during the entire loan term; and

19.5% (15 mortgage loans) provides for an interest-only period followed by an amortization period.

Interest-Only: Based on the Initial Pool Balance, 59.6% of the mortgage pool (31 mortgage loans) provides for interest-only payments during the entire loan term. The weighted average Cut-off Date Loan-to-Value Ratio and weighted average U/W Net Cash Flow DSCR for those mortgage loans are 51.9% and 3.22x, respectively.

Hard Lockboxes: Based on the Initial Pool Balance, 55.1% of the mortgage pool (13 mortgage loans) has hard lockboxes in place.

Reserves: The mortgage loans require amounts to be escrowed monthly as follows (excluding any mortgage loans with springing provisions):

Call Protection/Defeasance: Based on the Initial Pool Balance, the mortgage pool has the following call protection and defeasance features:

74.7% of the mortgage pool (39 mortgage loans) features a lockout period, then defeasance only until an open period;

9.1% of the mortgage pool (3 mortgage loans) features a lockout period, then the greater of a prepayment premium or yield maintenance or defeasance until an open period;

6.7% of the mortgage pool (23 mortgage loans) features no lockout period, but requires greater of a prepayment premium or yield maintenance, then prepayment premium until an open period;

5.7% of the mortgage pool (7 mortgage loans) features a lockout period, then the greater of a prepayment premium or yield maintenance, until an open period; and

3.8% of the mortgage pool (1 mortgage loan) features a lockout period, then the greater of a prepayment premium or yield maintenance, then prepayment premium or yield maintenance or defeasance until an open period.

Prepayment restrictions for each mortgage loan reflect the entire life of the mortgage loan. Please refer to Annex A-1 to the Preliminary Prospectus and the footnotes related thereto for further information regarding individual loan call protection.

CUT-OFF DATE BALANCE

Range of Cut-off Date Balances ($)	Number of Mortgage Loans	Aggregate Cut- off Date Balance	% of Initial Pool Balance
1,250,000 - 2,000,000	7	$11,360,801	0.9	%
2,000,001 - 3,000,000	9	22,704,847	1.7
3,000,001 - 4,000,000	8	29,188,696	2.2
4,000,001 - 5,000,000	3	14,637,639	1.1
5,000,001 - 6,000,000	4	23,098,576	1.8
6,000,001 - 7,000,000	4	25,659,250	2.0
7,000,001 - 8,000,000	5	37,657,709	2.9
8,000,001 - 9,000,000	3	25,150,000	1.9
9,000,001 - 10,000,000	2	19,300,000	1.5
10,000,001 - 15,000,000	9	112,709,422	8.7
15,000,001 - 20,000,000	2	32,694,069	2.5
20,000,001 - 30,000,000	3	76,331,250	5.9
30,000,001 - 50,000,000	6	265,787,705	20.4
50,000,001 - 70,000,000	3	175,100,000	13.4
70,000,001 - 80,000,000	1	72,000,000	5.5
80,000,001 - 90,000,000	3	259,090,115	19.9
90,000,001 - 100,000,000	1	100,000,000	7.7
Total:	73	$1,302,470,080	100.0	%
Average:	$17,842,056

UNDERWRITTEN NOI DEBT SERVICE COVERAGE RATIO

Range of U/W NOI DSCRs (x)	Number of Mortgage Loans	Aggregate Cut- off Date Balance	% of Initial Pool Balance
1.42 - 1.50	3	$106,520,115	8.2	%
1.51 - 1.60	1	2,895,000	0.2
1.61 - 1.70	4	30,476,379	2.3
1.71 - 1.80	4	49,047,086	3.8
1.81 - 1.90	4	66,198,456	5.1
1.91 - 2.00	5	110,342,098	8.5
2.01 - 2.50	15	333,547,879	25.6
2.51 - 3.00	6	177,765,920	13.6
3.01 - 3.50	4	216,900,000	16.7
3.51 - 4.00	3	93,802,500	7.2
4.01 - 28.81	24	114,974,647	8.8
Total:	73	$1,302,470,080	100.0	%
Weighted Average:	2.96x

UNDERWRITTEN NCF DEBT SERVICE COVERAGE RATIO

Range of U/W NCF DSCRs (x)	Number of Mortgage Loans	Aggregate Cut- off Date Balance	% of Initial Pool Balance
1.41 - 1.50	3	$106,520,115	8.2	%
1.51 - 1.60	6	51,828,466	4.0
1.61 - 1.70	4	47,740,000	3.7
1.71 - 1.80	4	102,822,848	7.9
1.81 - 1.90	6	99,984,410	7.7
1.91 - 2.00	3	34,538,092	2.7
2.01 - 2.50	13	420,593,082	32.3
2.51 - 3.00	5	95,265,920	7.3
3.01 - 3.50	4	223,202,500	17.1
3.51 - 4.00	3	19,720,036	1.5
4.01 - 28.61	22	100,254,611	7.7
Total:	73	$1,302,470,080	100.0	%
Weighted Average:	2.82x

LOAN PURPOSE

Loan Purpose	Number of Mortgage Loans	Aggregate Cut- off Date Balance	% of Initial Pool Balance
Refinance	45	$650,914,379	50.0	%
Acquisition	24	469,163,881	36.0
Recapitalization	4	182,391,820	14.0
Total:	73	$1,302,470,080	100.0	%

MORTGAGE RATE

Range of Mortgage Rates (%)	Number of Mortgage Loans	Aggregate Cut- off Date Balance	% of Initial Pool Balance
3.110 - 3.500	1	$84,400,000	6.5	%
3.501 - 3.750	11	230,254,272	17.7
3.751 - 4.000	23	338,333,373	26.0
4.001 - 4.250	16	319,970,836	24.6
4.251 - 4.500	6	98,313,951	7.5
4.501 - 4.750	10	128,522,857	9.9
4.751 - 4.890	6	102,674,792	7.9
Total:	73	$1,302,470,080	100.0	%
Weighted Average:	4.055%

UNDERWRITTEN NOI DEBT YIELD

Range of U/W NOI Debt Yields (%)	Number of Mortgage Loans	Aggregate Cut- off Date Balance	% of Initial Pool Balance
8.2 - 9.0	6	$77,130,000	5.9	%
9.1 - 10.0	6	312,824,365	24.0
10.1 - 11.0	16	374,518,716	28.8
11.1 - 12.0	5	75,254,706	5.8
12.1 - 13.0	5	116,431,259	8.9
13.1 - 14.0	5	125,472,471	9.6
14.1 - 15.0	4	96,039,294	7.4
15.1 - 16.0	1	5,000,000	0.4
16.1 - 17.0	1	11,500,000	0.9
17.1 - 18.0	1	9,300,000	0.7
18.1 - 19.0	1	4,824,623	0.4
19.1 - 114.8	22	94,174,647	7.2
Total:	73	$1,302,470,080	100.0	%
Weighted Average:	13.3%

UNDERWRITTEN NCF DEBT YIELD

Range of U/W NCF Debt Yields (%)	Number of Mortgage Loans	Aggregate Cut- off Date Balance	% of Initial Pool Balance
8.2 - 9.0	9	$131,264,250	10.1	%
9.1 - 10.0	14	463,233,581	35.6
10.1 - 11.0	9	251,033,205	19.3
11.1 - 12.0	7	120,903,146	9.3
12.1 - 13.0	4	68,999,835	5.3
13.1 - 14.0	4	142,236,794	10.9
14.1 - 16.0	2	16,500,000	1.3
16.1 - 17.0	2	14,124,623	1.1
17.1 - 114.0	22	94,174,647	7.2
Total:	73	$1,302,470,080	100.0	%
Weighted Average:	12.6%

ORIGINAL TERM TO MATURITY OR ARD

Original Terms to Maturity or ARD (months)	Number of Mortgage Loans	Aggregate Cut- off Date Balance	% of Initial Pool Balance
120	73	$1,302,470,080	100.0
Total:	73	$1,302,470,080	100.0	%
Weighted Average:	120 months

REMAINING TERM TO MATURITY OR ARD

Range of Remaining Terms to Maturity or ARD (months)	Number of Mortgage Loans	Aggregate Cut- off Date Balance	% of Initial Pool Balance
116 - 120	73	$1,302,470,080	100.0
Total:	73	$1,302,470,080	100.0	%
Weighted Average:	118 months

ORIGINAL AMORTIZATION TERM⁽²⁾

Range of Original Amortization Terms (months)	Number of Mortgage Loans	Aggregate Cut- off Date Balance	% of Initial Pool Balance
Non-Amortizing	31	$776,787,000	59.6	%
360 - 420	34	490,558,377	37.7
421 - 480	8	35,124,703	2.7
Total:	73	$1,302,470,080	100.0	%
Weighted Average⁽³⁾:	368 months

REMAINING AMORTIZATION TERM⁽⁴⁾

Range of Remaining Amortization Terms (months)	Number of Mortgage Loans	Aggregate Cut- off Date Balance	% of Initial Pool Balance
Non-Amortizing	31	$776,787,000	59.6	%
357 - 420	34	490,558,377	37.7
421 - 479	8	35,124,703	2.7
Total:	73	$1,302,470,080	100.0	%
Weighted Average⁽³⁾:	367 months

LOCKBOXES

Type of Lockbox	Number of Mortgage Loans	Aggregate Cut- off Date Balance	% of Initial Pool Balance
Hard/Springing Cash Management	10	$532,748,070	40.9	%
Springing	33	409,975,575	31.5
Hard/Upfront Cash Management	3	185,000,000	14.2
None	26	122,246,435	9.4
Soft/Springing Cash Management	1	52,500,000	4.0
Total:	73	$1,302,470,080	100.0	%

PREPAYMENT PROVISION SUMMARY

Prepayment Provision	Number of Mortgage Loans	Aggregate Cut- off Date Balance	% of Initial Pool Balance
Lockout / Defeasance / Open	39	$972,879,394	74.7	%
Lockout / GRTR 1% or YM or Defeasance / Open	3	117,925,000	9.1
GRTR 1% or YM / 1% / Open	23	87,411,441	6.7
Lockout / GRTR 1% or YM / Open	7	74,254,245	5.7
Lockout / GRTR 1% or YM / GRTR 1% or YM or Defeasance / Open	1	50,000,000	3.8
Total:	73	$1,302,470,080	100.0	%

(2)

The original 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.

(3)

Excludes the non-amortizing mortgage loans.

(4)

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.

CUT-OFF DATE LOAN-TO-VALUE RATIO

Range of Cut-off Date LTV Ratios (%)	Number of Mortgage Loans	Aggregate Cut- off Date Balance	% of Initial Pool Balance
3.3 - 20.0	21	$88,808,331	6.8	%
20.1 - 25.0	2	11,107,363	0.9
25.1 - 35.0	1	5,000,000	0.4
35.1 - 40.0	2	115,000,000	8.8
40.1 - 45.0	3	60,795,747	4.7
45.1 - 50.0	1	100,000,000	7.7
50.1 - 55.0	2	95,900,000	7.4
55.1 - 60.0	3	91,000,000	7.0
60.1 - 65.0	12	87,553,545	6.7
65.1 - 70.0	14	447,650,090	34.4
70.1 - 75.0	12	199,655,005	15.3
Total:	73	$1,302,470,080	100.0	%
Weighted Average:	56.3%

BALLOON OR ARD LOAN-TO-VALUE RATIO

Range of Balloon LTV Ratios (%)	Number of Mortgage Loans	Aggregate Cut- off Date Balance	% of Initial Pool Balance
3.3 - 25.0	23	$99,915,694	7.7	%
25.1 - 30.0	1	5,000,000	0.4
30.1 - 35.0	1	1,495,747	0.1
35.1 - 40.0	2	115,000,000	8.8
40.1 - 45.0	2	59,300,000	4.6
45.1 - 50.0	1	100,000,000	7.7
50.1 - 55.0	8	239,539,677	18.4
55.1 - 60.0	9	143,929,050	11.1
60.1 - 65.0	18	215,499,913	16.5
65.1 - 70.0	8	322,790,000	24.8
Total:	73	$1,302,470,080	100.0	%
Weighted Average:	52.6%

AMORTIZATION TYPE

Type of Amortization	Number of Mortgage Loans	Aggregate Cut- off Date Balance	% of Initial Pool Balance
Interest-only, Balloon	30	$726,787,000	55.8	%
Amortizing Balloon	27	271,175,830	20.8
Interest-only, Amortizing Balloon	15	254,507,250	19.5
Interest-only, ARD	1	50,000,000	3.8
Total:	73	$1,302,470,080	100.0	%

ORIGINAL TERM OF INTEREST-ONLY PERIOD FOR PARTIAL IO LOANS

IO Terms (months)	Number of Mortgage Loans	Aggregate Cut- off Date Balance	% of Initial Pool Balance
12	1	$8,500,000	0.7	%
24	4	49,400,000	3.8
36	3	31,226,250	2.4
60	7	165,381,000	12.7
Total:	15	$254,507,250	19.5	%
Weighted Average:	48 months

SEASONING

Seasoning (months)	Number of Mortgage Loans	Aggregate Cut- off Date Balance	% of Initial Pool Balance
0	1	$2,895,000	2.2	%
1	42	685,654,839	52.6
2	23	285,605,126	21.9
3	6	288,315,115	22.1
4	1	40,000,000	3.1
Total:	73	$1,302,470,080	100.0	%
Weighted Average:	2 months

The Mortgage Loan. The mortgage loan (the “Grand Canal Shoppes Mortgage Loan”) is part of the Grand Canal Shoppes Whole Loan evidenced by (i) 23 pari passu notes comprising the Grand Canal Shoppes Senior Loan with an aggregate original principal balance of $760,000,000 and an aggregate outstanding principal balance as of the Cut-off Date of $760,000,000 and (ii) the Grand Canal Shoppes Subordinate Companion Loan with an original principal balance of $215,000,000 and an outstanding principal balance as of the Cut-off Date of $215,000,000, secured by a first mortgage encumbering the fee and leasehold interest in a 759,891 square feet retail center located in Las Vegas, Nevada (the “Grand Canal Shoppes Property”). The Grand Canal Shoppes Mortgage Loan represents the non-controlling Note A-1-2 and Note A-2-1 in the original principal balance of $100,000,000. The non-controlling Note A-1-1 and Note A-1-6 in the aggregate original principal amount of $70,000,000 are expected to be contributed to the MSC 2019-H7 securitization trust. The remaining Grand Canal Shoppes Senior Notes (together with Note A-1-1 and Note A-1-6, and excluding the Grand Canal Shoppes Mortgage Loan, the “Grand Canal Shoppes Non-Serviced Pari Passu Companion Loans”) are expected to be contributed to future securitization transactions or may be otherwise transferred at any time. The Grand Canal Shoppes Whole Loan is expected to be serviced pursuant to the pooling and servicing agreement for the MSC 2019-H7 securitization trust. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The Grand Canal Shoppes Whole Loan” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

Proceeds of the Grand Canal Shoppes Whole Loan were used to refinance existing securitized mortgage debt, fund upfront reserves, pay closing costs, and return equity to the Grand Canal Shoppes Borrowers (as defined below).

The Borrower and the Borrower Sponsors. The borrowers are Grand Canal Shops II, LLC and The Shoppes at the Palazzo, LLC, each organized as a Delaware limited liability company and each structured to be bankruptcy remote with two independent directors (the “Grand Canal Shoppes Borrowers”). Legal counsel to the Grand Canal Shoppes Borrowers delivered a non-consolidation opinion in connection with the origination of the Grand Canal Shoppes Mortgage Loan. The borrowers and a predecessor entity of the borrower sponsor filed for bankruptcy in 2009 and emerged from bankruptcy in 2009-2010. See “Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

The borrower sponsors are Brookfield Properties REIT Inc. and Nuveen Real Estate, and the nonrecourse carveout guarantor is BPR Nimbus LLC (the “Grand Canal Shoppes Guarantor”), an affiliate of Brookfield Properties REIT Inc.

Brookfield Properties REIT Inc. ranks among the largest retail real estate companies in the United States. Its portfolio of mall properties spans the nation, encompassing 170 locations across 42 states and representing over 146 million square feet of retail space. The company is focused on managing, leasing and redeveloping retail properties.

Nuveen Real Estate is the investment management arm of Teachers Insurance and Annuity Association. Nuveen Real Estate manages various funds and mandates, across both public and private investments, spanning both debt and equity. Nuveen Real Estate has over 80 years of real estate investing experience and more than 500 employees located across over 20 cities throughout the United States, Europe and Asia Pacific.

The Property. The Grand Canal Shoppes Property is a 759,891 square foot specialty retail center that predominantly comprises the first-, second-, and third-levels of the Venetian Hotel and Casino and Palazzo Resort and Casino. The Grand Canal Shoppes Property opened in 1999, with an expansion in conjunction with the completion of The Palazzo in 2007, and is anchored by an 84,743 square feet, three level Barneys New York, currently slated to close by January 2020. The Barneys Parcel (as defined below) was part of the collateral for the Grand Canal Shoppes Whole Loan at loan origination, but the Grand Canal Shoppes Borrowers have the right to obtain a free release of the Barneys Parcel. At origination, no value or rental income was attributed to the Barneys Parcel.

The Venetian Hotel and Casino and Palazzo Resort and Casino are luxury hotels and casino resorts situated within the southeast quadrant of Las Vegas Boulevard and Sands Avenue. Each of the Venetian Hotel and Casino and the Palazzo Resort and Casino are owned and operated by Las Vegas Sands Corporation. The overall resort complex is the largest on The Strip (as defined below), and includes 4,049 rooms within The Venetian, 3,068 rooms/suites within The Palazzo, and 225,000 square feet of gaming space (combined), none of which are collateral for the Grand Canal Shoppes Whole Loan. The Grand Canal Shoppes Property is physically connected to the Venetian Hotel and Casino and the Palazzo Resort and Casino, which combine to create a large hotel and resort complex with over 7,000 hotel rooms, 2.3 million square feet of meeting space, one million square feet of retail space, and more than 30 restaurants. In addition, the Grand Canal Shoppes Property is within walking distance to over 140,000 hotel rooms.

The Grand Canal Shoppes Property is situated across 21.1 acres of land along the central portion of Las Vegas Boulevard (“The Strip”). The Grand Canal Shoppes Property is a shopping, entertainment, and dining venue in Las Vegas featuring a unique Venetian-inspired setting with luxury retailers and restaurant concepts. Attractions include a gondola ride through the canals of the Grand Canal Shoppes Property as well as showroom/theater space for live performances.

The Grand Canal Shoppes Property is 94.0% leased as of May 31, 2019. According to the appraisal, the Grand Canal Shoppes Property generates average mall shop sales of over $1,000 PSF. The Grand Canal Shoppes Property generated $427.6 million in gross sales with comparable in line sales of $1,182 PSF as of the trailing twelve months ended February 28, 2019. The Grand Canal Shoppes Property generates over 60% of its top line revenue from food and entertainment offerings, including restaurants such as Tao Asian Bistro, which features a night and beach club, Grand Lux Café, Sushi Samba, Delmonico Steakhouse, Cut by Wolfgang Puck, Smith & Wollensky, Verdugo West Brewery, Xiang Tian Xia Chinese Hot Pot and Recital Karaoke, among others. Luxury retailers at the Grand Canal Shoppes Property include Louis Vuitton, Salvatore Ferragamo, Fendi and Jimmy Choo.

From 2015 through January 2019, capital expenditures, inclusive of development capital and landlord work, of approximately $20.3 million ($26.70 PSF) were invested in the Grand Canal Shoppes Property. In addition, there is a planned renovation and redevelopment of the common areas within the shopping areas above The Palazzo. Ownership is budgeting approximately $12.0 million to improve lighting and finishes in an attempt to maintain existing tenants and attract new tenants to this portion of the Grand Canal Shoppes Property. According to management, renovations are expected to begin in September 2019. In addition, renovation, new finishes and lighting are expected to be completed in conjunction with a proposed 27,422 square foot international food hall, which is expected to be completed in 2020. Such renovation and redevelopment, as well as development of the new food hall, are not required by or reserved for under the Grand Canal Shoppes Whole Loan documents, and we cannot assure you that any such renovation, redevelopment, or food hall development will be effected.

The following table presents a summary of historical tenant sales at the Grand Canal Shoppes Property.

The Grand Canal Shoppes Property is anchored by 18 major tenants that in the aggregate generate approximately $140.3 million in annual sales as of TTM February 2019. Since 2015, the Grand Canal Shoppes Property’s sales performance has steadily increased year-over-year, growing 21.4% over this period. Furthermore, comparable sales have consistently exceeded $1,100 PSF reaching $1,182 PSF as of TTM February 2019.

The first floor of Barneys New York and the casino level (ground floor) space are leased by the Grand Canal Shoppes Borrowers, pursuant to air rights ground leases, which do not include the underlying land. The casino level space consists of restaurants and retail

shops contained on the casino levels (ground floor) of the Venetian Hotel and Casino and the Palazzo Resort and Casino. The ground lease for the casino level of the Venetian Hotel and Casino portion of the Grand Canal Shoppes Property expires in 2093, and the ground lease for the casino level of the Palazzo Resort and Casino portion of the Grand Canal Shoppes Property expires in 2097. Each of the annual rents for these leases is $1 and the Grand Canal Shoppes Borrowers have the option to purchase the premises for $1 on the respective expiration dates. The remaining collateral, except for the Walgreens air rights lease space, is owned in fee. A portion of the fee is located at the ground level (the retail annex), with the majority fee located on levels 2 and 3. The collateral is part of a vertical subdivision; i.e. the fee ownership is solely of the designated space on the ground level and levels 2 and 3 and doesn’t include the land. A reciprocal easement agreement governs the relationship among the owner of the Grand Canal Shoppes Property, and the owners of other interests in the complex that includes the Venetian Hotel and Casino and the Palazzo Resort and Casino. The Walgreens air rights lease space refers to the air rights above the Walgreens space (the Walgreens space itself is owned by a third party), for which the lease expires in 2064 with one, 40 year extension option. The Walgreens air rights space is currently occupied by Buddy V’s Ristorante and Carlo’s Bakery (12,839 square feet, 1.5% of underwritten base rent). The Venetian Hotel and Casino subleases a portion of the air rights parcel from the Grand Canal Shoppes Borrowers pursuant to a separate sublease. The Venetian Hotel and Casino is responsible under its sublease for an amount equal to 80.68% of the ground rent under the Walgreens air rights lease.

Pursuant to the reciprocal easement and ground lease documents, transfers (other than to a lender in connection with foreclosure or delivery of a deed-in-lieu of foreclosure of a mortgage secured by the Grand Canal Shoppes Property or the first subsequent transferee from the lender) of the Grand Canal Shoppes Property are subject to certain transfer restrictions. Additionally, under such documents, Venetian Casino Resort, LLC has the right to cure certain defaults of the Grand Canal Shoppes Borrowers under the Grand Canal Shoppes Whole Loan. See also “Right of First Offer/Right of First Refusal” below.

The following table presents certain information relating to the tenancy at the Grand Canal Shoppes Property:

The following table presents certain information relating to the lease rollover schedule at the Grand Canal Shoppes Property:

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the operating history and underwritten net cash flow at the Grand Canal Shoppes Property:

Appraisal. The appraiser concluded to an “as is” appraised value of $1,640,000,000 with a valuation date of April 3, 2019 which results in a Cut-off Date LTV Ratio and an LTV Ratio at Maturity of 46.3% and 46.3%, respectively, based on the Grand Canal Shoppes Senior Loan, and 59.5% and 59.5% respectively, based on the Grand Canal Shoppes Whole Loan.

Environmental Matters. According to a Phase I environmental site assessment dated May 15, 2019, there was no evidence of any recognized environmental conditions at the Grand Canal Shoppes Property.

Market Overview and Competition. The Grand Canal Shoppes Property is located in Las Vegas, Nevada along The Strip. The Grand Canal Shoppes Property’s tenant mix of retail, restaurants, and entertainment offerings benefits from Las Vegas’s tourists, convention center attendees, and residents. The Grand Canal Shoppes Property is adjacent to the Sands Expo Convention Center, a 1.8 million square foot meeting and convention center. Additionally, Las Vegas has various developments in process that are expected to be completed in 2020 and beyond. The most notable of these developments are the MSG Sphere, an 18,000 seat performance venue being developed by Madison Square Garden and Las Vegas Sands east of the Grand Canal Shoppes Property, the construction of the 65,000 seat Las Vegas Stadium, the new home of the NFL’s Oakland Raiders, which is expected to also double as a live entertainment and convention venue, and the Las Vegas Convention Center District is under redevelopment with a 1.4 million square foot expansion. We cannot assure you whether or when such developments will be completed.

Primary access to the Grand Canal Shoppes Property is provided by Interstate 15, the region’s primary north-south route, which is situated approximately one mile west of the Grand Canal Shoppes Property, with access gained via Spring Mountain Road/Sands Avenue. The Grand Canal Shoppes Property is located approximately 3 miles north of the McCarran International Airport and has direct access to Citizen Area Transit, which has over 41 routes running throughout the region. According to the appraisal, there were over 42.1 million visitors traveling to Las Vegas, and convention visitors exceeding 6.5 million in 2018. According to the appraisal, the estimated 2018 population within a five-, seven- and ten-mile radius of the Grand Canal Shoppes Property was 410,151, 911,414 and

1,661,641, respectively. The estimated 2018 average household income within a five-, seven- and ten-mile radius was $54,257, $60,146 and $70,983, respectively.

The Grand Canal Shoppes Property is located in the Southeast submarket of the Las Vegas retail market. According to the appraisal, as of the fourth quarter of 2018, the vacancy rate in the Southeast submarket was approximately 14.5%, with average asking rents of $19.41 PSF and inventory of approximately 5.1 million square feet. According to the appraisal, as of the fourth quarter of 2018, the vacancy rate in the Las Vegas retail market was approximately 13.4%, with average asking rents of $22.34 PSF and inventory of approximately 29.9 million square feet. The appraiser concluded to a market rent of $98.23 PSF for the space at the Grand Canal Shoppes Property.

The following table presents certain competitive properties to the Grand Canal Shoppes Property:

Real Estate Taxes and Insurance Reserves – During the continuance of a Cash Management Period (as defined below), the Grand Canal Shoppes Borrowers are required to reserve monthly 1/12th of the estimated property taxes and 1/12th of the estimated insurance premiums, provided that the monthly insurance reserve requirement is waived if the Grand Canal Shoppes Borrowers provide the lender with evidence that (a) the insurance policies required to be maintained by the Grand Canal Shoppes Borrowers are maintained pursuant to blanket policies that comply with the requirements of the Grand Canal Shoppes Whole Loan documents and (b) the insurance premiums payable in connection with such policies have been prepaid for not less than one year in advance (or, for the period of coverage under the policies as to which certificates are delivered at origination, such period, if less than one year).

Recurring Replacements Reserve – During the continuance of a Cash Management Period, the Grand Canal Shoppes Borrowers are required to deposit $16,122 monthly for a recurring replacements reserve. However, the Grand Canal Shoppes Borrowers will not be required to make any portion of the monthly recurring replacement deposit if the amount then on deposit in the recurring replacements reserve is equal to or exceeds $386,928.

TI/LC Reserve – The Grand Canal Shoppes Whole Loan documents provide for (i) an upfront reserve of $12,309,694 for unfunded tenant improvements and leasing commissions, including for the following major tenants at the Grand Canal Shoppes Property: $1,177,693 for Recital Karaoke, $1,472,330 for Verdugo West Brewery, $967,269 for Golden Gai, $63,000 for CUT By Wolfgang Puck, $882,000 for Smith & Wollensky and $20,000 for Once and (ii) during the continuance of a Cash Management Period, an ongoing monthly TI/LC reserve in an amount equal to $96,731. However, the Grand Canal Shoppes Borrowers will not be required to make any portion of the monthly TI/LC reserve deposit if the amount then on deposit in the TI/LC reserve is equal to or exceeds $2,321,544.

Ground Rent Reserve – During the continuance of a Cash Management Period, the Grand Canal Shoppes Borrowers are required to reserve monthly 1/12th of the annual amounts due by each of the Grand Canal Shoppes Borrowers, as applicable, under the Ground Leases (as defined below).

Gap Rent Reserve – The Grand Canal Shoppes Whole Loan documents provide for an upfront reserve of $1,218,246 for outstanding gap rents.

Notwithstanding the foregoing, the Grand Canal Shoppes Borrowers’ obligations to make any monthly deposits into the real estate taxes and insurance reserves, recurring replacement reserve, TI/LC reserve and/or ground rent reserve as applicable, is deemed to be satisfied to the extent there are sufficient funds to make such deposits in the cash management account, in which case no actual payment from the Grand Canal Shoppes Borrowers is required.

Lockbox and Cash Management. The Grand Canal Shoppes Whole Loan is structured with a hard lockbox and springing cash management. The Grand Canal Shoppes Borrowers are required to direct each tenant of the Grand Canal Shoppes Property to deposit all funds (other than Non-Core Income (as defined below)) directly into the lockbox account, and to deposit any funds received by the Grand Canal Shoppes Borrowers and property manager, notwithstanding such direction, into the lockbox account within two business days of receipt. Within two business days of written notification of the commencement of a Cash Management Period, the Grand Canal Shoppes Borrowers are required to establish a lender-controlled cash management account with a cash management bank, into which all funds in the lockbox account will be required to be deposited periodically so long as a Cash Management Period is continuing. So long as a Cash Management Period is continuing, funds in the cash management account are required to be applied (i) to make deposits into the real estate taxes and insurance reserves (if then required) as described above under “Escrows”, (ii) to make deposits into the ground rent reserve as described above under “Escrows” (iii) to pay debt service on the Grand Canal Shoppes Whole Loan, (iv) provided no event of default under the Grand Canal Shoppes Whole Loan is continuing as to which the lender has initiated an enforcement action, to pay operating expenses set forth in the annual budget (which is required to be approved by the lender) and extraordinary operating or capital expenses reasonably approved by the lender, (v) to make deposits into the recurring replacements reserve and the TI/LC reserve, as described above under “Escrows”, (vi) in the event a Cash Sweep Period is continuing, to deposit any excess amount remaining in the lockbox account into an excess cash flow account to be held by the lender as additional security for the Grand Canal Shoppes Whole Loan during the continuance of the Cash Sweep Period (provided that so long as no event of default exists as to which the lender has initiated an enforcement action, funds in such reserve may be applied to operating expenses) and (vii) if no Cash Sweep Period and no event of default under the Grand Canal Shoppes Whole Loan are continuing, all remaining funds in the lockbox account are required to be disbursed to the Grand Canal Shoppes Borrowers.

“Non-Core Income” means (i) certain de minimis amounts of rents received directly by the Grand Canal Shoppes Borrowers from miscellaneous revenue items such as holiday photos and change retrieved from fountains (but excluding rent from Seasonal Leases) and (ii) certain rents generated pursuant to multi-property sponsorship and advertising programs which are directly attributable to the Grand Canal Shoppes Property. “Seasonal Leases” means leases and/or license agreements having a maximum term of one year or less.

Property Management. The Grand Canal Shoppes Property is managed by Brookfield Properties Retail Inc., an affiliate of the Grand Canal Shoppes Borrowers.

Release of Barneys Parcel. The Grand Canal Shoppes Borrowers may obtain the release of a portion of the Grand Canal Shoppes Property comprised of the approximately 84,743 square foot, three level space currently demised to Barneys New York (the “Barneys Parcel”) pursuant to a lease, which is expected to expire on January 31, 2020, upon a bona fide sale to a third party not affiliated with the Grand Canal Shoppes Borrowers or the Grand Canal Shoppes Guarantor, provided that, among other things, and in accordance with the Grand Canal Shoppes Whole Loan documents: (i) no event of default has occurred and is continuing, (ii) the lender has received reasonably satisfactory evidence that all portions of the Barneys Parcel owned by the Grand Canal Shoppes Borrowers in fee simple have been legally subdivided from all portions of the Grand Canal Shoppes Property remaining after the release, (iii) upon request by the lender, the Grand Canal Shoppes Borrowers deliver a legal opinion stating that the release does not constitute a “significant modification” of the Grand Canal Shoppes Whole Loan under Section 1001 of the Internal Revenue Code of 1986 or otherwise cause a tax to be imposed on a “prohibited transaction” by any REMIC trust, (iv) following such release, the loan-to-value ratio (as determined by the lender in its sole discretion using only the portion of the remaining Grand Canal Shoppes Property which constitutes acceptable real estate collateral under the Code for a REMIC trust) is equal to or less than 125% (provided that the Grand Canal Shoppes Borrowers may prepay the “qualified amount” as that term is defined in the Internal Revenue Service Revenue Procedure 2010-30, as the same may be amended, modified or supplemented from time to time, in order to meet the foregoing loan-to-value ratio). From and after the release of the Barneys Parcel, without the prior consent of the lender, neither the Grand Canal Shoppes Borrowers nor any of their affiliates may solicit, cause or facilitate the relocation of any existing tenant at the Grand Canal Shoppes Property to the Barneys Parcel.

Subordinate and Mezzanine Indebtedness. In addition to the Grand Canal Shoppes Mortgage Loan, the Grand Canal Shoppes Property also secures the Grand Canal Shoppes Non-Serviced Pari Passu Companion Loans, which have an aggregate Cut-off Date principal balance of $660,000,000, and the Grand Canal Shoppes Subordinate Companion Loan which has a Cut-off Date principal balance of $215,000,000. The Grand Canal Shoppes Non-Serviced Pari Passu Companion Loans accrue interest at the same rate as the Grand Canal Shoppes Mortgage Loan. The Grand Canal Shoppes Subordinate Companion Loan accrues interest at the rate of 6.2500% per annum. The Grand Canal Shoppes Senior Loan is generally senior in right of payment to the Grand Canal Shoppes Subordinate Companion Loan. The holders of the Grand Canal Shoppes Mortgage Loan, the Grand Canal Shoppes Non-Serviced Pari Passu Companion Loans and the Grand Canal Shoppes Subordinate Companion Loan have entered into a co-lender agreement which sets forth the allocation of collections on the Grand Canal Shoppes Whole Loan. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The Grand Canal Shoppes Whole Loan” in the Preliminary Prospectus.

Ground/Air Rights Leases. The Grand Canal Shoppes Borrowers have air rights ground leases (which do not include the underlying land) with Venetian Casino Resort, LLC, as lessor, for portions of the retail and restaurant space on the casino level of each of the Venetian Hotel and the Palazzo Hotel portions of the Grand Canal Shoppes Property. The ground lease for the retail and restaurant space on the casino level of the Venetian Hotel is for an 89-year term commencing on May 14, 2004 and expiring on May 13, 2093 with no extension options. The ground lease for the retail and restaurant space on the casino level of the Palazzo Hotel is for an 89-year term commencing on February 29, 2008 and expiring on February 28, 2097 with no extension options. Each of the annual rents for these ground leases is $1 and the Grand Canal Shoppes Borrowers have the option to purchase the premises for $1 on the respective expiration dates.

The air rights above the space leased to Walgreens Co. and used as a Walgreen’s store are leased by a third party to the Grand Canal Shoppes Borrowers, as tenants for a 60-year term commencing on March 1, 2004 and expiring February 28, 2064 with one 40-year extension option (such lease, together with the ground leases of the casino level restaurant/retail of the Venetian Hotel and Casino and the Palazzo Casino level restaurant/retail, the “Ground Leases”). The ground rent under the Walgreens air rights lease was initially $600,000; however it escalates annually each year after the seventh lease year (which commenced March 1, 2011) by the same percentage that the consumer price index has increased from the prior year, not to exceed a 2.00% increase in any year. The Venetian Casino Resort, LLC subleases a portion of the Walgreens air rights from the Grand Canal Shoppes Borrowers and is responsible under the sublease for paying an amount equal to 80.68% of the rent under the prime lease. The sublease is coterminous with the Walgreens air rights lease.

Right of First Offer/Right of First Refusal. A transfer of either the Grand Canal Shoppes portion or the Palazzo Shoppes portion of the Grand Canal Shoppes Property (other than to a lender in connection with foreclosure or delivery of a deed-in-lieu of foreclosure of a mortgage secured by the Grand Canal Shoppes Property or the first subsequent transferee from the lender) is subject to a right of first offer in favor of Venetian Casino Resort, LLC.

Additionally, in the case of acceleration of the Grand Canal Shoppes Whole Loan, Venetian Casino Resort, LLC has the right, subject to the satisfaction of certain financial covenants, to purchase the Grand Canal Shoppes Whole Loan at a price equal to (a) the principal balance, (b) accrued and unpaid interest up to (but excluding) the date of purchase, (c) all other amounts owed under the Grand Canal Shoppes Whole Loan documents, including, without limitation (but only to the extent so owed) (1) any unreimbursed advances made by the servicer, with interest at the applicable rate, (2) any servicing and special servicing fees, (3) any exit fees, (4) any prepayment, yield maintenance or similar premiums and (5) if the date of purchase is not a scheduled payment date, accrued and unpaid interest, from the date of purchase up to (but excluding) the scheduled payment date next succeeding the date of purchase and (d) all reasonable fees and expenses incurred by the lender in connection with the purchase.

Terrorism Insurance. The Grand Canal Shoppes Whole Loan documents require that the comprehensive ”special perils” insurance policy required to be maintained by the Grand Canal Shoppes Borrowers provide coverage in an amount equal to the “full replacement cost” of the Grand Canal Shoppes Property. The Grand Canal Shoppes Whole Loan documents also require business income insurance covering no less than the 24-month period commencing at the time of casualty, together with a 12-month extended period of indemnity. Notwithstanding the foregoing, for so long as the Terrorism Risk Insurance Act of 2002, as extended and modified by the Terrorism Risk Insurance Program Reauthorization Act of 2007 and by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA”) is in effect (including any extensions thereof or if another federal governmental program is in effect relating to “acts of terrorism” which provides substantially similar protections as TRIPRA), and covers both domestic and foreign acts of terrorism, the lender is required to accept terrorism insurance which insures against “covered acts” as defined by TRIPRA (or such other program); provided, however, that the Grand Canal Shoppes Borrowers will not be obligated to pay terrorism insurance premiums in excess of two times the premium for the “special perils” and business income coverage on a stand-alone basis (excluding any earthquake insurance or terrorism insurance components of such policies) in any policy year. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

The Mortgage Loan. The mortgage loan (the “Waterford Lakes Town Center Mortgage Loan”) is part of a whole loan (the “Waterford Lakes Town Center Whole Loan”) co-originated by Bank of America, National Association and Goldman Sachs Bank USA, consisting of four pari passu promissory notes with an aggregate original principal balance of $180,000,000 and secured by a first mortgage encumbering the fee interest in an anchored retail property located in Orlando, Florida (the “Waterford Lakes Town Center Property”). The Waterford Lakes Town Center Mortgage Loan is evidenced by non-controlling Note A-2-A and A-2-B which had an aggregate original principal balance of $90,000,000. The Waterford Lakes Town Center Whole Loan is being serviced pursuant to the GSMS 2019-GC39 transaction. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the Preliminary Prospectus.

The Borrower and the Borrower Sponsor. The borrower is Waterford Lakes Town Center LLC, a Delaware limited liability company with at least two independent directors (the “Waterford Lakes Town Center Borrower”). Legal counsel to the Waterford Lakes Town Center Borrower delivered a non-consolidation opinion in connection with the origination of the Waterford Lakes Town Center Whole Loan.

The borrower sponsor and non-recourse carveout guarantor is Washington Prime Group, L.P. The parent of the non-recourse carveout guarantor is Washington Prime Group Inc. (NYSE: WPG), a retail REIT that owns, manages, acquires and develops retail properties. Washington Prime Group Inc. was formed in May 2014 following a spin-off from Simon Property Group and acquired Glimcher Realty Trust (NYSE: GRT) in January 2015.

The Property. The Waterford Lakes Town Center Property is a 691,265 square foot, eight-building portion of a larger 965,765 square foot anchored retail center built in 1998 and located at 413 North Alafaya Trail in Orlando, Florida. The Waterford Lakes Town Center Property is anchored by Regal Cinema, Best Buy, Jo-Ann Fabrics, Bed Bath & Beyond, Ross Dress For Less and T.J. Maxx, and shadow anchored by a non-collateral Super Target, Ashley Furniture and LA Fitness. Junior anchors include Barnes & Noble, Office Max, PetSmart and Old Navy. After the top three anchor tenants, no single tenant represents more than 3.2% of NRA or 2.8% of underwritten base rent. Notable in-line restaurant and retail tenants include Chuck E Cheese’s, Tilly’s, Ulta, Skechers, Pier 1, Victoria’s Secret, Five Below, Banana Republic Factory Store, Wahlburgers, Rack Room Shoes, Lane Bryant, A+ Kids Learning Academy, California Pizza Kitchen and Justice. The Waterford Lakes Town Center Property includes 4,603 parking spaces (approximately 4.77 spaces per 1,000 square feet for the total 965,765 square foot retail center). During the borrower sponsor’s ownership, from 2015 to 2018, the borrower sponsor invested a total of approximately $13.6 million into the Waterford Lakes Town Center Property for capital expenditures and tenant allowances.

As of February 1, 2019, the Waterford Lakes Town Center Property was 98.9% occupied by 104 tenants. Historical year-end occupancy has been between 98.0% and 99.5% since 2016. Since 2017, 13 new in-line tenants (39,515 square feet) signed leases at the Waterford Lakes Town Center Property at a weighted average rent of $29.09 per square foot, and 20 in-line tenants (77,348 square feet) renewed leases at a weighted average rent of $30.36 per square foot (a 14.1% increase over previous rents).

The following table presents certain information relating to the tenancy at the Waterford Lakes Town Center Property:

Regal Cinema (86,231 square feet, 8.9% of NRA, 11.5% of underwritten base rent). Regal Cinema operates 20 screens, including 3D and IMAX, under an original December 1999 lease that was most recently renewed in February 2015 through January 2020, increasing its rent from $20.00 per square foot to $21.00 per square foot with no concessions given. Regal Cinema has two five-year renewal options remaining with notice of its exercise of the first renewal option required by August 4, 2019. The lender reserved $22,500,000 at loan origination in connection with the Regal Cinema space to be released upon the Regal Cinema lease replacement or renewal for a term through January 2025. See “Escrows” below for further details. At the Waterford Lakes Town Center Property, Regal Cinema achieved sales per screen of $607,347, $564,213 and $677,052 as of year-end 2016, 2017 and 2018, respectively.

Best Buy (46,094 square feet, 4.8% of NRA, 4.7% of underwritten base rent). Best Buy occupies 46,094 square feet under an original October 2000 lease that was most recently renewed in February 2016 through January 2021, increasing its rent from $15.00 per square foot to $16.00 per square foot with no concessions given. Best Buy has two five-year renewal options remaining with six months’ notice at fixed rents. Best Buy is not required to report sales pursuant to its lease. The Best Buy lease is guaranteed by Best Buy Co., Inc.

Jo-Ann Fabrics (35,000 square feet, 3.6% of NRA, 2.9% of underwritten base rent). Jo-Ann Fabrics occupies 35,000 square feet under an original November 2003 lease that was most recently renewed in February 2019 through January 2024, increasing its rent from $12.50 per square foot to $13.25 per square foot with no concessions given. Jo-Ann Fabrics has two five-year renewal options remaining with six months’ notice at fixed rents. At the Waterford Lakes Town Center Property, Jo-Ann Fabrics achieved sales per square foot of $118, $111 and $116 as of year-end 2016, 2017 and 2018, respectively.

The following table presents certain information relating to the lease expiration schedule at the Waterford Lakes Town Center Property:

The following table presents historical occupancy percentages at the Waterford Lakes Town Center Property:

The following table presents historical in-line sales at the Waterford Lakes Town Center Property:

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 Waterford Lakes Town Center Property:

Appraisal. The appraiser concluded to an “as-is” appraised value of $268,600,000 with a valuation date of March 1, 2019.

Environmental Matters. According to the Phase I environmental report dated March 11, 2019, there was no evidence of any recognized environmental conditions at the Waterford Lakes Town Center Property.

Market Overview and Competition. The Waterford Lakes Town Center Property is located on the east side of Orlando, Florida, at the intersection of N. Alafaya Trail and Waterford Lakes Parkway, which has an average daily traffic count of 59,000 vehicles per day. The Waterford Lakes Town Center Property can be accessed at three points along Waterford Lakes Parkway, and at four points, including a signalized stop, along N. Alafaya Trail just north of the East-West Expressway. The East-West Expressway connects the Waterford Lakes Town Center Property to the Orlando central business district by an approximately 15-minute drive. The Waterford Lakes Town Center Property is located approximately three miles south of the University of Central Florida (“UCF”) main campus (which has 68,571 students enrolled on campus) and approximately five miles west of the Valencia College East campus.

According to the appraiser, the Waterford Lakes Town Center Property is located in the Orlando metro market, which is positioned amongst demand drivers and attractions including Walt Disney World Resort, Universal Orlando (Comcast), Adventist Health System/Florida Hospital, UCF and the I-4 Ultimate Improvement Project. Notable projects under development in the city of Orlando include Creative Village (a 68-acre site that is planned to include a UCF and Valencia College campus, 1.2 million square feet of office and creative space, and 150,000 square feet of retail and commercial space), the Orlando Magic Complex (a year-round sports and entertainment complex also including a 250-room hotel, a 300-unit residential tower, 80,000 square feet of event space, 100,000 square feet of retail space, and the 200,000 square foot office headquarters for the NBA Orlando Magic), the $300 million Skyplex indoor entertainment complex, Universal Resort’s Volcano Bay water park, and Disney’s 2019 opening of Star Wars Land.

According to the appraiser, the Orlando metro retail market has a current average vacancy rate of 2.7% as compared to the trailing 5-year and trailing 10-year vacancy rate of 3.8%, and has had annual rent growth which has remained above the metro’s long-term average since 2013. The strong demand can be attributed to the tourism industry bringing in record-breaking visitor volume (72 million visitors in 2017), a population growth rate of between 2.0% and 2.7% year-over-year since 2012, and a job growth rate of between 2.6% and 4.4% year-over-year since 2012. The Orlando metro unemployment rate was 3.3% in 2018 and the metro has experienced wage growth of between 4.6% and 8.1% year-over-year since 2014, fueling personal consumption.

According to the appraisal, the 2018 estimated population within a one-, three- and five-mile radius was 14,749, 100,675 and 207,786, respectively. The 2018 estimated median household income within a one-, three- and five-mile radius was $44,505, $51,696 and $55,942, respectively.

Submarket Information - The Waterford Lakes Town Center Property is located in the West University submarket of the Orlando Metro market, which for the fourth quarter of 2018 contained approximately 4.6 million square feet of inventory with a vacancy rate of 4.8%, and average asking rent of $18.70 per square foot.

The following table presents certain information relating to the appraiser’s market rent conclusion for the Waterford Lakes Town Center Property:

The following table presents certain information from the appraisal relating to comparable properties to the Waterford Lakes Town Center Property:

Real Estate Taxes – The Waterford Lakes Town Center Whole Loan documents require upfront escrows in the amount of $339,161 for real estate taxes and monthly escrows of 1/12^th of the estimated annual taxes due (currently $169,580).

Insurance – For so long as (i) the Waterford Lakes Town Center Property is covered by a blanket insurance policy and (ii) no event of default is continuing, monthly escrows for insurance premiums are waived.

Replacement Reserves – The Waterford Lakes Town Center Whole Loan documents require monthly escrows in the amount of $11,521 for replacement reserves until a cap of $500,000 is reached.

Tenant Improvements and Leasing Commissions Reserve - The Waterford Lakes Town Center Whole Loan documents require upfront escrows in the amount of $5,000,000 for rollover reserves and monthly escrows of $57,605 for tenant improvements and leasing commissions until a cap of $7,500,000 is reached.

Unfunded Obligations Reserve - The Waterford Lakes Town Center Whole Loan documents require upfront escrows in the amount of $1,485,464 for unfunded obligations of tenant improvements and leasing commissions relating to the tenants: Domu, Le Crave Express, Slapfish Restaurant, Ulta, Express Factory, MadRag and Panera.

Regal Cinema Reserve – The Waterford Lakes Town Center Whole Loan documents require upfront escrows in the amount of $22,500,000 for the Regal Cinema space or renewal of the Regal Cinema lease. Provided no event of default is continuing, upon Regal Cinema (or a replacement tenant) having leased all of Regal Cinema’s space for a term through January 2025, the Regal Cinema Reserve will be released to the Waterford Lakes Town Center Borrower less any tenant improvements, leasing commissions and free rent. Unless the debt yield for two consecutive quarters is greater than 10.0%, if the renewal or replacement rent is less than 100% of the current Regal Cinema lease rent, the Regal Cinema Reserve release amount will be prorated.

Lockbox and Cash Management. The Waterford Lakes Town Center Whole Loan requires a hard lockbox with springing cash management. The Waterford Lakes Town Center Borrower is required to direct all tenants to deposit rents directly to the lender-controlled lockbox account and to have all cash revenues deposited to such lockbox account.

During the occurrence and continuance of a Trigger Period (as defined below) or an event of default, funds in the lockbox account are required to be remitted weekly to the lender-controlled cash management account for payment of debt service, required reserves and budgeted operating expenses, then (i) during the continuance of a Major Tenant Reserve Period (as defined below), for deposit into a major tenant rollover reserve for reimbursement of tenant improvements and leasing commissions with respect to the affected space, or (ii) otherwise, into an excess cash flow reserve as additional collateral for the Waterford Lakes Town Center Whole Loan.

A “Trigger Period” will occur when any of (i) the debt yield is less than 8.25%, tested quarterly, until the debt yield is at least 8.25% for two consecutive quarters (provided no Major Tenant Reserve Period or event of default is continuing); (ii) the Waterford Lakes Town Center Borrower fails to deliver required annual, quarterly or monthly financial reports beyond 10 business days’ written notice, until such reports are delivered; and (iii) a Major Tenant Reserve Period is occurring.

A “Major Tenant Reserve Period” will commence upon any of (i) with respect to Regal Cinema or any two Major Leases (as defined below): (a) an event of default under such lease after the passage of cure and notice periods; (b) the tenant or any guarantor of such lease is subject to a bankruptcy or similar insolvency proceeding; or (c) the tenant goes dark, vacates or ceases to occupy a substantial portion of the leased premises or discontinues its operations at its leased premises for more than 90 consecutive days or more than 150 days in any 12-month period (other than for repair or permitted alteration); or (ii) solely with respect to any two Major Leases, the tenant has not provided notice of renewal by the earlier of (a) the date required under such lease and (b) six months prior to the expiration of such lease.

A Major Tenant Reserve Period will end upon (1) the New Lease Conditions (as defined below) being satisfied; (2) the Debt Yield/Reserve Conditions (as defined below) being satisfied; or (3) in the case of clause (i)(a) of the definition of Major Tenant Reserve Period, the cure of the event of default; (4) in the case of clause (i)(b) of the definition of Major Tenant Reserve Period, the applicable bankruptcy or similar insolvency proceeding being terminated and each applicable lease being affirmed, assumed or assigned satisfactory to the lender or, with respect to the bankruptcy or similar insolvency proceedings of any guarantor of a lease, an acceptable replacement guarantor executing the lease guaranty or an acceptable security deposit being delivered to the Waterford Lakes Town Center Borrower; or (5) in the case of clause (ii) of the definition of Major Tenant Reserve Period, the date on which the tenant renews or extends for all of its space under such lease and sufficient funds are available in the major tenant rollover reserve for all anticipated leasing commissions, tenant improvements and free rent periods in connection with such renewal or extension.

A “Major Lease” means any lease (other than the Regal Cinema lease) that (i) is more than 30,000 square feet when aggregated with all other leases at the Waterford Lakes Town Center Property with the same or affiliated tenants, and assuming the exercise of all expansion rights, (ii) contains an option or preferential right to purchase all or any portion of the Waterford Lakes Town Center Property, (iii) is with an affiliate of the Waterford Lakes Town Center Borrower as tenant, or (iv) is entered into during the continuance of an event of default under the Waterford Lakes Town Center Whole Loan.

The “New Lease Conditions” mean that (A) either (i) the entirety of the related space is leased pursuant to one or more Qualified Major Leases (as defined below) or (ii) at least such portion of the subject space triggering a Major Tenant Reserve Period is leased pursuant to one or more Qualified Major Leases such that the aggregate contractual rents from such Qualified Major Lease(s) is equal to or greater than the contractual rents payable under the preceding lease(s), and (B) sufficient funds are available in the major tenant

rollover reserve for (x) all anticipated leasing commissions, tenant improvements and free rent periods set forth in all such Qualified Major Leases and (y) any shortfalls in operating expenses or required payments under the Waterford Lakes Town Center Whole Loan as a result of any anticipated down time prior to the commencement of payments under such Qualified Major Lease(s).

The “Debt Yield/Reserve Conditions” mean both (i) the then current debt yield is at least 9.62%, and (ii) the funds in the major tenant rollover reserve and the tenant improvements and leasing commissions reserve is equal to $9,000,000.

A “Qualified Major Lease” means with respect to each lease triggering a Major Tenant Reserve Period: (i) the original lease as either extended per its terms or modified with the lender’s approval, or (ii) a minimum five-year replacement lease that is on market terms with respect to rent and recoveries and tenant improvement allowances.

Property Management. The Waterford Lakes Town Center Property is managed by Washington Prime Management Associates, LLC, an affiliate of the borrower.

Terrorism Insurance. The Waterford Lakes Town Center Whole Loan documents require that the property insurance policy required to be maintained provides coverage for perils and acts of terrorism in an amount equal to the full replacement cost of the Waterford Lakes Town Center Property, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a 12-month extended period of indemnity. If TRIPRA is no longer in effect, then the borrower’s requirement will be capped at insurance premiums equal to two times the amount of the insurance premium payable in respect of the property and business interruption/rental loss insurance required under the related loan documents. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

The Mortgage Loan. The mortgage loan (the “350 Bush Street Mortgage Loan”) is part of a whole loan (the “350 Bush Street Whole Loan”) that is evidenced by three pari passu promissory notes in the aggregate original principal amount of $185,000,000. The 350 Bush Street Whole Loan is secured by a first priority fee mortgage encumbering a Class A office building located in San Francisco, California (the “350 Bush Street Property”). The 350 Bush Street Mortgage Loan is evidenced by the non-controlling promissory notes A-2 and A-3 in the aggregate original principal amount of $85,000,000. The controlling promissory note A-1 in the original principal amount of $100,000,000 (the “350 Bush Street Serviced Companion Loan”) was contributed to the BANK 2018-BNK18 trust. The 350 Bush Street Whole Loan will be serviced pursuant to the pooling and servicing agreement for the BANK 2019-BNK18 securitization trust. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the Preliminary Prospectus.

The Borrower and Borrower Sponsors. The borrower is 350 Bush Street Owner LLC (the “350 Bush Street Borrower”), a Delaware limited liability company and single purpose entity with one independent director. Legal counsel to the 350 Bush Street Borrower delivered a non-consolidation opinion in connection with the origination of the 350 Bush Street Whole Loan.

The borrower sponsors and non-recourse carveout guarantors are Gemdale USA Corporation (“Gemdale”) and Vision Real Estate Development, Inc. (a subsidiary of Gemdale), each a Delaware corporation. Gemdale is a real estate investment and development company headquartered in Pasadena, California, with offices in New York City, San Francisco, Boston, Seattle and Dallas. The company primarily develops commercial, multifamily rental and for-sale residential projects and focuses on Class A ground-up developments in key gateway high barrier-to-entry markets. Gemdale was the original developer of the 350 Bush Street Property and its portfolio includes office projects in San Francisco, Los Angeles, San Jose, Orange County, California, Boston and New York City. Gemdale is the U.S. subsidiary of Gemdale Corporation, one of China’s largest real estate developers. Gemdale Corporation was founded in 1988 and first listed on the Shanghai Stock Exchange in 2001. In 2017, Gemdale Corporation built and sold residential condominiums totaling approximately 82.9 million square feet across 40 cities in China.

The Property. The 350 Bush Street Property is a 387,599 square foot, 19-story Class A office building located in San Francisco, California. Constructed in 2018 and situated on a 0.8-acre site, the 350 Bush Street Property was 99.0% leased to three technology and communications tenants as of April 22, 2019 (with approximately 61.5% of the NRA and 60.9% of underwritten base rent attributed to investment grade tenants). The 350 Bush Street Property includes two ground-level retail spaces totaling 3,995 square feet (1.0% of NRA), with frontage on Bush Street and Pine Street, respectively, which are currently vacant and account for all economically vacant space in the building. Construction along the side of the 350 Bush Street Property fronting Bush Street integrated the historic San Francisco Mining Exchange (“Mining Exchange”), the second oldest exchange in the United States after the New York Stock Exchange. The historic Mining Exchange hall serves as the lobby for the 350 Bush Street Property and includes a three-story atrium and a museum that showcases the history of the building and San Francisco’s mining industry. The 350 Bush Street Property features five landscaped terraces on the 3^rd, 5^th, 18^th and 19^th floors and on the rooftop. According to the appraisal, the 350 Bush Street Property is one of only two office buildings in the San Francisco Financial District built since 2016. The 350 Bush Street Property includes two levels of basement parking totaling 110 parking spaces, which is operated by Ace Parking III, LLC.

Largest Tenant: Twitch (A+/A3/AA- by Fitch/Moody’s/S&P, 185,510 square feet, 47.9% of NRA; 46.2% of underwritten base rent). Twitch Interactive, Inc. (“Twitch”), a subsidiary of Amazon, Inc. (“Amazon”), is a live streaming platform and community for video game players. Founded in 2011 and headquartered at the 350 Bush Street Property, Twitch originally focused almost entirely on video games but has since expanded to include streams dedicated to artwork creation, music, talk shows, and TV series. In August 2014, Amazon acquired Twitch for approximately $970 million. The platform has approximately 15 million daily active users and the Twitch iOS/Android apps have had over 83 million downloads. Twitch reports approximately 23 billion minutes watched per month, as of April 2019. Twitch took occupancy of its space at the 350 Bush Street Property (floors two through nine) in July 2018. Twitch’s lease is guaranteed by Amazon and has two, five-year renewal options at the fair market rental rate following its lease expiration in May 2028.

2^ndLargest Tenant: Atlassian (145,215 square feet, 37.5% of NRA; 39.1% of underwritten base rent). Atlassian, Inc. (“Atlassian”) is a software company focused on providing various combinations of collaborative products designed for all types of businesses. Founded in 2002 in Sydney, Australia, Atlassian (NASDAQ: TEAM) has approximately 3,000 employees and over 125,000 customers, including NASA, Blackrock, Airbnb, Audi, Twitter, and Tesla. Atlassian has over 4,000 apps in its marketplace and reported fiscal year (“FY”) 2018 revenue of approximately $874 million, which is a 41.0% increase from FY 2017. As of May 1, 2019, Atlassian’s market capitalization was approximately $26.2 billion. Atlassian took occupancy of its Phase I space at the 350 Bush Street Property (106,506 square feet on floors 10 through 14) in October 2018 and is targeting an October 2019 move in date for Phase II (38,709 square feet on floors 15 and 16). Atlassian is currently paying full, unabated rent on its entire 145,215 square foot space. Atlassian may terminate its lease for its entire space effective June 1, 2027 with 12 months prior notice, subject to a termination fee in an amount equal to the present value of the remaining base rent obligation through the end of the remaining term, discounted 7.5% per annum from June 1, 2018. Atlassian has one, five-year renewal option at the fair market rental rate following its lease expiration in September 2029.

3^rdLargest Tenant: Publicis (Baa2/BBB+ by Moody’s/S&P, 52,879 square feet, 13.6% of NRA; 14.7% of underwritten base rent). Publicis Groupe, S.A. (“Publicis”), founded in 1926, is the world’s third largest communications group. The company has approximately 80,000 employees across over 100 countries and reported revenues of approximately €9.95 billion in FY 2018, which is an increase of approximately 1.1% over FY 2017. Publicis took occupancy of its space at the 350 Bush Street Property (floors 17 through 19) in June 2018. Publicis has one, five-year renewal option at 95% of the fair market rental rate following its lease expiration in January 2029.

The following table presents certain information relating to the tenancy at the 350 Bush Street Property:

The following table presents certain information relating to the lease rollover schedule at the 350 Bush Street Property:

The following table presents historical occupancy percentages at the 350 Bush Street Property:

Appraisal. The appraiser concluded to a “prospective value upon stabilization” for the 350 Bush Street Property of $522,000,000 as of August 1, 2019, which assumes that all remaining capital costs and tenant improvements have been paid, free rent periods have expired and the vacant retail space has been leased. At loan origination, the 350 Bush Street Borrower escrowed $6,651,482 for all existing tenant improvements. There is no free rent, leasing commissions or gap rent outstanding as all tenants are currently paying full, unabated rent for the entirety of their spaces. The appraiser also concluded to an “as-is” appraised value of $493,000,000 as of August 2, 2018.

Environmental Matters. According to the Phase I environmental site assessment dated July 31, 2018, there was no evidence of any recognized environmental conditions at any of the 350 Bush Street Property.

Market Overview and Competition. The 350 Bush Street Property is located within the Financial District of San Francisco, California, approximately three blocks northwest of the Montgomery St. Bay Area Rapid Transit (BART) Station, which is serviced by the Yellow (Antioch, CA), Blue (Dublin/Pleasanton, CA), Green (Daly City, CA) and Red (Richmond, CA) lines and connects to the San Francisco Municipal Transportation Authority network of buses, light rail and cable cars. The central subway extension project, planned to open in late 2019, is expected to serve approximately 35,000 new customers per day and is expected to bring the T-Third Street light rail commuter line from its existing 4th and King Station (approximately 1.4 miles southeast of the 350 Bush Street Property) into a new

subway running beneath 4th and Stockton Streets (approximately four blocks southwest of the 350 Bush Street Property). The 350 Bush Street Property is situated approximately 13.8 miles north of the San Francisco International Airport and 18.1 miles northwest of the Oakland International Airport. Approximately 5 blocks southwest of the 350 Bush Street Property is Westfield San Francisco Centre, an approximately 1.3 million square foot Unibail-Rodamco-Westfield-owned super regional mall anchored by Nordstrom and Bloomingdale’s, featuring various boutique shops, dining and entertainment options, including a Lego Store and a nine-screen Century San Francisco Centre Theatre.

According to a third-party market research provider, the estimated 2019 population within a one-, three- and five-mile radius of the 350 Bush Street Property was approximately 145,501, 434,211 and 693,793, respectively; and the estimated 2019 average household income within the same radii was approximately $114,487, $139,388 and $141,361, respectively.

According to a third-party market research report, the 350 Bush Street Property is situated within the Financial District Office submarket of the San Francisco Office Market. As of April 25, 2019, the Financial District Office submarket reported a total inventory of approximately 30.5 million square feet with a 7.5% vacancy rate and average asking rent of $69.80 per SF, triple net. The submarket vacancy rate has decreased from 13.4% in 2010 and has averaged 9.1% from 2010 through 2018.

The appraiser identified six directly competitive office properties totaling approximately 6.8 million square feet, with an average occupancy rate of 93.7% and direct asking rents ranging from $85.00 to $117.00 per SF, full-service (asking rents based on 10 comparable leases; with one property reporting two comparable leases at rental rates of $57.50 per SF and $68.50 per SF, triple net, with expense charges quoted at $25.00 per SF).

The following table presents certain information relating to the appraisal’s market rent conclusion for the 350 Bush Street Property:

The following table presents information relating to comparable office property sales for the 350 Bush Street Property:

The following table presents certain information relating to comparable office leases for the 350 Bush Street Property:

Real Estate Taxes - The 350 Bush Street Borrower is required to deposit an upfront real estate tax reserve of $409,996 and ongoing monthly escrows in an amount equal to one-twelfth of the real estate taxes that the lender estimates will be payable during the next 12 months (initially $205,001).

Insurance - The 350 Bush Street Borrower is required to deposit an upfront insurance reserve of $69,579 and ongoing monthly escrows in an amount equal to one-twelfth of the insurance premiums that the lender estimates will be payable for the renewal of the coverage during the next 12 months (initially $23,192).

Replacement Reserve – Upon the occurrence and continuance of a Cash Trap Event Period (as defined in the “Lockbox and Cash Management” section below), the 350 Bush Street Whole Loan documents require ongoing monthly replacement reserves of $6,460, which the lender may require the 350 Bush Street Borrower to increase (not more than once per year) if the lender reasonably determines such increase is necessary to maintain the proper operation of the 350 Bush Street Property.

Rollover Reserve – Upon the occurrence and continuance of a Cash Trap Event Period, the 350 Bush Street Whole Loan documents require ongoing monthly rollover reserves of $96,900.

Existing TI/LC Obligations Reserve – The 350 Bush Street Borrower is required to deposit an upfront reserve of $6,651,482 for tenant improvements related to Twitch ($2,880,136) and Atlassian ($3,771,346).

Development Work Reserve – The 350 Bush Street Borrower is required to deposit an upfront reserve of $153,188 for the expected cost of development work, including basement improvements, window washing rig screens and davit corners, amenity deck landscaping, permit closeouts and the receipt of final lien waivers, as required per a development agreement.

Lockbox and Cash Management. The 350 Bush Street Whole Loan documents require that the 350 Bush Street Borrower establish and maintain a lender-controlled lockbox account, which is already in-place, and that the 350 Bush Street Borrower direct all tenants to pay rent directly into such lockbox account. The 350 Bush Street Whole Loan documents also require that all rents received by the 350 Bush Street Borrower or the property manager be deposited into the lockbox account within two business days of receipt. All funds in the lockbox account are required to be swept each business day into the cash management account controlled by the lender and, on each payment date, all funds in the cash management account are required to be applied in accordance with the 350 Bush Street Whole Loan documents. Prior to the occurrence of a Cash Trap Event Period, any excess cash flow will be disbursed to the 350 Bush Street Borrower. During a Cash Trap Event Period, any excess cash flow remaining after satisfaction of the waterfall items are required to be swept to an excess cash flow subaccount to be held by the lender as additional security for the 350 Bush Street Whole Loan during the continuance of the Cash Trap Event Period (subject to a cap in the amount of the Excess Cash Go Dark Event Cap or LOC (as defined below) if the Cash Trap Event Period results solely from a Go Dark Event (as defined below) related to the lease of an Investment Grade Tenant (as defined below)).

Subtenant have entered into a sublease recognition agreement (as outlined in the loan documents) and (2) all Occupancy Conditions (as defined below) have been satisfied, provided however, that this clause (d) is contingent upon such Major Tenant and such Qualified Subtenant continuing to each be an Investment Grade Tenant.

“DSCR Cure Event” means the date on which the NCF DSCR for the 350 Bush Street New Debt is at least 1.20x without consideration of any revenue from the applicable Major Tenant lease.

“Excess Cash Go Dark Event Cap or LOC” means in connection with a Lease Sweep Period occurring as a result of a Go Dark Event with respect to an Investment Grade Tenant lease, an amount equal to (or a letter of credit with a face amount of) the product of (i) $50.00 multiplied by (ii) the aggregate rentable square footage of the applicable lease.

“Investment Grade Tenant” means any tenant (or parent entity of any tenant which parent entity has delivered a guaranty to the 350 Bush Street Borrower, guaranteeing such tenant’s obligations under its lease, a “Guaranteed Tenant”) that (i) maintains a long-term unsecured debt rating of at least “BBB+” (or its equivalent) by S&P or Moody’s, or (ii) is an unrated investment grade tenant or Guaranteed Tenant which has a credit score of at least BBB+ and the lender has reasonably determined is substantially similar to at least an investment grade credit rating.

“Major Tenant Re-Tenanting Event” will occur when (1) all or a portion of the Major Tenant’s space is leased pursuant to one or more Qualified Leases (as defined below) sufficient to generate an NCF DSCR for the 350 Bush Street New Debt of at least 1.15x and (2) all Occupancy Conditions have been fully satisfied or expressly waived in writing by the lender.

“Occupancy Conditions” mean delivery by the 350 Bush Street Borrower to the lender of evidence (including an estoppel certificate) that (a) the applicable Major Tenant space is tenanted under one or more Qualified Leases (or Qualified Subleases, as applicable), (b) each such tenant (or Qualified Subtenants, as applicable) is in possession of all of its space and open for business, (c) all contingencies under all such lease(s) have been satisfied, (d) either all TI/LCs have either been completed and paid in full or are reserved with the lender, (e) either such tenant (or Qualified Subtenant, as applicable) has commenced paying full contractual rent and any initial free rent period has expired or such rent amounts have been reserved with the lender and (f) the rent commencement date under all such lease(s) (or Qualified Sublease(s), as applicable) has been set.

“Qualified Lease” means either: (a) the original Major Tenant lease, as extended, renewed or modified in accordance with (1) the express renewal option set forth in such Major Tenant lease or (2) a modification of the Major Tenant lease approved by the lender or (b) a replacement lease (i) with an initial term of not less than five years, (ii) entered into in accordance with the 350 Bush Street Whole Loan documents and (iii) providing for rental rates comparable to existing local market rates for similar properties and is otherwise on commercially reasonable terms.

“Qualified Sublease” means a sublease of all or a portion of the Major Tenant space (a) to an Investment Grade Tenant (b) which occupies the space under a sublease which (i) provides for rental rates at least equal to the rental rates under the applicable Major Tenant lease, (ii) has a term that either (1) expires no earlier than the remainder of the term of the Major Tenant lease or (2) if the remaining term of the applicable Major Tenant lease is longer than five years, is at least five years (but no longer than the remainder term of the applicable Major Tenant lease) and (iii) is otherwise on terms and conditions reasonably approved by the lender (collectively, a “Qualified Subtenant”).

Property Management. The 350 Bush Street Property is managed by LPC West, Inc.

Subordinate and Mezzanine Indebtedness. In connection with the origination of the 350 Bush Street Whole Loan, Wells Fargo Bank, National Association, funded and placed with the entities listed below (which are each affiliates of Apollo Global Management, LLC or Athene Asset Management LLC), a $65,000,000 mezzanine loan (the “350 Bush Street Senior Mezzanine Loan”) to 350 Bush Street Holding LLC (collectively, the 350 Bush Street Whole Loan and the 350 Bush Street Senior Mezzanine Loan are referred to herein as the “350 Bush Street New Debt”). The 350 Bush Street Senior Mezzanine Loan is secured by 100.0% of the direct equity interest in the 350 Bush Street Borrower. The 350 Bush Street Senior Mezzanine Loan accrues interest at a rate of 5.2500% per annum and requires payments of interest-only through the maturity date of May 11, 2029 (co-terminous with the 350 Bush Street Whole Loan).

The existing capitalization includes an EB-5 junior mezzanine loan of up to $35,000,000 (the “350 Bush Street EB-5 Junior Mezzanine Loan”) between MIM Bush Pine, LLC, as lender (“350 Bush Street EB-5 Junior Mezzanine Lender”) and Bush Pine Mezzanine Owner LLC (an indirect equity owner of the 350 Bush Street Borrower), as borrower (“350 Bush Street EB-5 Junior Mezzanine Borrower), which loan was entered into in August 2015 and remains outstanding after the origination of the 350 Bush Street New Debt (collectively, the 350 Bush Street New Debt and the 350 Bush Street EB-5 Junior Mezzanine Loan are referred to herein as the “350 Bush Street Total Debt”). The 350 Bush Street EB-5 Junior Mezzanine Loan is fully subordinate to the 350 Bush Street New Debt and is secured by a pledge of direct equity interest in the 350 Bush Street EB-5 Junior Mezzanine Borrower. The 350 Bush Street EB-5 Junior Mezzanine Loan accrues interest at a rate of 0.2500% per annum and requires payments of interest-only (such interest payments will be made from excess cash flow to the extent disbursed to the 350 Bush Street Borrower under the 350 Bush Street Whole Loan or from equity contributions permitted pursuant to the 350 Bush Street Whole Loan documents). The initial maturity date of the 350 Bush Street EB-5 Junior Mezzanine Loan is October 31, 2020 (which can be extended for up to two or three one-year extension terms per the conditions outlined in the 350 Bush Street EB-5 Junior Mezzanine Loan documents). In the event the 350 Bush Street EB-5 Junior Mezzanine Loan is not repaid within 15 days of the fully extended maturity date, the interest rate will increase to 7.0000% per annum. Pursuant to the intercreditor agreements, the 350 Bush Street EB-5 Junior Mezzanine Lender is prohibited from enforcing any rights against its collateral until the 350 Bush Street Whole Loan and the 350 Bush Street Senior Mezzanine Loan are repaid and satisfied in full. See “Description of the Mortgage Pool—Additional Indebtedness—Mezzanine Indebtedness” in the Preliminary Prospectus.

Right of First Refusal. Twitch has a right of first refusal to purchase the 350 Bush Street Property if the 350 Bush Street Borrower receives an offer to purchase the 350 Bush Street Property from a Competitor (as defined below) (the “ROFR”). The ROFR is not extinguished by foreclosure; however, the ROFR does not apply to foreclosure or deed-in-lieu thereof.

A “Competitor” means any affiliate of the following companies that is generally used as a real estate holding company (or any single purpose entity formed for such purpose) or operating entity: Microsoft Corporation, Alphabet Inc., Apple Inc., Facebook, Inc., Valve Corporation, Zynga, Inc., Netflix, Inc., Samsung Electronics Co. Ltd., Tencent Holdings Limited or Sony Corporation.

Letter of Credit. A letter of credit issued by Credit Industriel et Commercial in the amount of $4,672,000 was delivered by Publicis and a letter of credit issued by Bank of America, N.A. in the amount of $810,784 was delivered by Atlassian, each as a security deposit for its respective lease. The 350 Bush Street Borrower is the beneficiary of each letter of credit and the letters of credit have been assigned to the lender. The 350 Bush Street Borrower is entitled to draw on the letters of credit, subject to the terms of each tenant’s lease. Any proceeds drawn from either letter of credit are required to be deposited with the lender in the rollover reserve and disbursed in connection with the 350 Bush Street Whole Loan documents.

Terrorism Insurance. The 350 Bush Street Whole Loan documents require that the “all risk” insurance policy required to be maintained by the 350 Bush Street Borrower provide coverage for terrorism in an amount equal to the full replacement cost of the 350 Bush Street Property, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a 6-month extended period of indemnity (provided that if TRIPRA or a similar statute is not in effect, the 350 Bush Street Borrower will not be obligated to pay terrorism insurance premiums in excess of two times the premium for the casualty and business interruption coverage on a stand-alone basis).

Earthquake Insurance. The 350 Bush Street Whole Loan documents do not require earthquake insurance; however, at the time of loan origination, earthquake insurance coverage was in-place. The seismic report indicated a probable maximum loss of 13.0% for the 350 Bush Street Property.

The Mortgage Loan. The mortgage loan (the “30 Hudson Yards Mortgage Loan”) is part of a whole loan (the “30 Hudson Yards Whole Loan”) that is evidenced by 29 pari passu senior promissory notes in the aggregate original principal amount of $1,120,000,000 (the “30 Hudson Yards Senior Loan”) and three pari passu subordinate promissory notes in the aggregate original principal amount of $310,000,000 (the “30 Hudson Yards Subordinate Companion Loan”). The 30 Hudson Yards Whole Loan is secured by a first priority fee mortgage encumbering a 26-floor office condominium unit within a Class A office building located in New York, New York (the “30 Hudson Yards Property”). The 30 Hudson Yards Whole Loan was co-originated on June 14, 2019 by Deutsche Bank AG, New York Branch; Wells Fargo Bank, National Association; and Goldman Sachs Bank USA. The 30 Hudson Yards Mortgage Loan is evidenced by the non-controlling promissory Notes A-3-C1, A-3-C2, A-3-C3, A-3-C4 and A-3-C5 in the aggregate original principal amount of

$84,400,000. As shown in the “Note Summary” table below, 16 promissory notes in the original aggregate principal amount of $1,008,000,000 are expected to be contributed to the Hudson Yards 2019-30HY securitization trust. The 30 Hudson Yards Whole Loan is expected to be serviced pursuant to the trust and servicing agreement for the Hudson Yards 2019-30HY securitization trust. The remaining 30 Hudson Yards Senior Loan pari passu notes are referred to herein as the “30 Hudson Yards Pari Passu Companion Loans”. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The 30 Hudson Yards Whole Loan” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the Preliminary Prospectus.

The Borrower and Borrower Sponsors. The borrower is 30 HY WM Unit Owner LP, a Delaware limited partnership and single purpose entity with two independent directors (the “30 Hudson Yards Borrower”). Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 30 Hudson Yards Mortgage Loan.

The borrower sponsor is 30 HY WM REIT Owner LP, which is affiliated with a joint venture among affiliates of The Related Companies, L.P. (“Related”), Arizona State Retirement System (“ASRS”) and Allianz, SE (“Allianz”). The borrower sponsor recently acquired the 30 Hudson Yards Property subject to a sale-leaseback agreement with WarnerMedia.

Founded by Stephen M. Ross in 1972, Related is a privately owned, fully integrated and diversified real estate company with experience in development, acquisition, management, finance, marketing and sales. Headquartered in New York City, Related owns and manages

a portfolio of assets valued at over $60 billion and has offices and major developments in Boston, Chicago, Los Angeles, San Francisco, South Florida, Washington, DC and London. ASRS is a state agency that administers a pension plan, long term disability plan, retiree health insurance plans and other benefits to qualified government workers for the state of Arizona. More than a half-million of Arizona’s public employees belong to the ASRS, which encompasses state employees, the three state universities, community college districts, school districts and charter schools, all 15 counties, most cities and towns, and a variety of political subdivisions, such as fire and water districts. Allianz is a European financial services company headquartered in Munich, Germany with core businesses in insurance and asset management. As of year-end 2018, Allianz had approximately €1,961 billion of assets under management.

The Property. The 30 Hudson Yards Property comprises the WarnerMedia Condo Unit (see “Condominium Regime” section), which consists of 1,463,234 square feet across 26 floors (construction floors 12 through 38 and display floors 16 through 51) of a 68-story (90-story based on display floors), 2.6 million square foot Class A office tower within the Hudson Yards development of Manhattan, New York City (“30 Hudson Yards Building”). Built in 2019, the 30 Hudson Yards Building features direct connectivity to the adjacent Shops & Restaurants at Hudson Yards, a seven-story, 676,229 square-foot retail center, with retailers such as Cartier, Coach, Zara, H&M, Watches of Switzerland and Fendi, as well as restaurant and food options including Hudson Yards Grill, Bouchon Bakery, Shake Shack and Jack’s Coffee. The 30 Hudson Yards Building stands approximately 1,296 feet tall, making it the second tallest office building in New York City, and features panoramic views, outdoor terraces, a triple-height lobby and future direct connection to the new No. 7 subway station. The 30 Hudson Yards Building also features a 1,000-foot-high observation deck that features approximately 7,500 square feet of viewing space (estimated to open in the first quarter of 2020; not part of the collateral). The 30 Hudson Yards Building was designed to achieve LEED Certified Gold designation.

The 30 Hudson Yards Property features large, column-free floor plates, high ceiling heights (18’ on the base floors (display floors 16 to 36) and 13’6” on the tower floors (display floors 37 to 51)). Four floors within the 30 Hudson Yards Property are used for amenity space including a fitness center, a cafeteria, technology bar and a sky lobby. In addition, the 30 Hudson Yards Property contains its own private entrance to the 30 Hudson Yards Building along West 33^rd Street and Tenth Avenue, which provides access to the tenant’s sky lobby on display floor 35.

Condominium Regime. The 30 Hudson Yards Property is subject to a condominium declaration for the 20-30 Hudson Yards Condominium, which comprises two separate properties: the 30 Hudson Yards Building and the adjacent 20 Hudson Yards, which houses the Shops at Hudson Yards (the “20 HY Retail Unit”). The 20-30 Hudson Yards Condominium comprises eight units: the WarnerMedia Condo Unit (the 30 Hudson Yards Property; 36.09% common interest), the 20 HY Retail Unit (33.39% common interest), five additional office units (28.04% common interest collectively) and the Observation Deck Unit (2.48% common interest).

The 30 Hudson Yards Property is also part of the “Tower Board” of the 20-30 Hudson Yards Condominium, which governs the affairs of the 30 Hudson Yards Building and limited common elements. The Tower Boards comprises seven units: the WarnerMedia Condo Unit (the 30 Hudson Yards Property; 53.44% interest), five additional office units (42.25% interest collectively) and the Observation Deck Unit (4.30% interest). See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Condominium Interests” in the Preliminary Prospectus.

WarnerMedia (1,463,234 square feet; 100.0% of net rentable area; 100.0% of underwritten base rent; 6/30/2034 lease expiration) – WarnerMedia (formerly Time Warner Inc.) is a global media and entertainment company with businesses in television networks, film and TV entertainment and publishing. Comprising HBO, Turner, and Warner Bros., WarnerMedia creates premium content, operates one of the world’s largest television and film studios and owns a library of entertainment. In June 2018, WarnerMedia was acquired by AT&T, bringing together global media and entertainment companies Warner Bros., HBO, and Turner with AT&T’s leadership in technology and video, mobile and broadband customer relationships. The transaction was valued at approximately $85.0 billion. With approximately $531.9 billion in assets and approximately $170.8 billion in revenue as of year-end 2018, AT&T is the largest telecommunications company in the United States. WarnerMedia currently represents approximately 24.9% and 11.1% of AT&T’s assets and revenues, respectively.

WarnerMedia is consolidating all of its primary New York-based business segments, including Turner, HBO, Warner Bros. and CNN, into the 30 Hudson Yards Property. WarnerMedia previously leased approximately 2.04 million square feet across eight locations throughout Manhattan, and consolidated into the 30 Hudson Yards Property, which will serve as the company’s corporate headquarters and is expected to house approximately 5,000 employees. WarnerMedia signed a 15-year, triple net, lease at the 30 Hudson Yards Property with a lease expiration in June 2034 with four, 5-year renewal options (at fair market rent). The lease is structured with an initial base rental rate of $75.00 per square foot with 2.5% annual rent escalations. AT&T (rated A-/Baa2/BBB by Fitch/Moody’s/S&P) serves as the guarantor of the WarnerMedia Lease. WarnerMedia reportedly invested approximately $700 million ($478 per square foot) on the fit-out of its space at the 30 Hudson Yards Property. There are no free rent periods or outstanding tenant improvements or leasing costs.

Effective June 14, 2024, WarnerMedia has the right to contract up to 10 contiguous full floors (display floors 42 through 51; 404,325 square feet; 27.6% of net rentable area), exercisable from the highest contraction floor on down at the 30 Hudson Yards Property. WarnerMedia’s contraction option is subject to a fee equal to $24,000,000 per floor contracted and prior written notice no later than (i) 30 months for a contraction of five or more floors, (ii) 24 months for a contraction of three or four floors, and (iii) 18 months for a contraction of one or two floors.

The following table presents certain information relating to the tenancy at the 30 Hudson Yards Property:

The following table presents certain information relating to the lease rollover schedule at the 30 Hudson Yards Property:

The following table presents historical occupancy percentages at the 30 Hudson Yards Property:

Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the 30 Hudson Yards Property:

Appraisal. The appraiser concluded to an “as-is” Appraised Value for the 30 Hudson Yards Property of $2,200,000,000 as of May 23, 2019. The appraiser also concluded to a hypothetical market value “as dark” of $1,650,000,000 as of June 1, 2019.

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

Market Overview and Competition. The 30 Hudson Yards Property is located at 500 West 33^rd Street, on the southwest corner of the intersection of 33^rd Street and 10^th Avenue in New York, New York. The 30 Hudson Yards Property is situated within the Hudson Yards development, one of the largest private real estate development projects in the United States. Once fully developed, Hudson Yards is expected to include more than 18.0 million square feet of commercial and residential space, along with more than 100 shops, a collection of restaurants, approximately 4,000 residences, affordable housing, The Shed (entertainment venue), 14 acres of open space, a 750-seat public school and an Equinox Hotel. The Hudson Yards neighborhood is traditionally bound by the Hell’s Kitchen neighborhood to the North, the Midtown, Times Square, Garment District and Penn Station neighborhoods to the east, and the West Chelsea neighborhood to the south. In September 2015, the Metropolitan Transportation Authority (MTA) completed an approximately $2.4 billion, 7,000-foot extension of the MTA’s No. 7 Flushing subway line (providing access to Queens), which was extended to include an additional subway stop at the corner of 34th Street and Eleventh Avenue (adjacent to the 30 Hudson Yards Property), from the previous last stop at 41st Street and Seventh Avenue (approximately 1.0 miles northeast of the 30 Hudson Yards Property). The 30 Hudson Yards Property is situated approximately 0.6 miles northwest of Penn Station.

Submarket Information – According to the appraisal, the 30 Hudson Yards Property is situated within the Far West Side submarket of the New York Office Market. As of June 10, 2019, the Far West Side submarket reported a total inventory of approximately 6.9 million square feet with a 2.4% vacancy rate and average asking rents of $119.03 per square foot, gross. The appraiser concluded to market rents ranging from $100.00 to $120.00 per square foot, modified gross, for the various floors of office space at the 30 Hudson Yards Property (see table below).

Appraiser’s Comp Set – The appraiser identified 11 directly competitive office properties totaling approximately 17.4 million square feet, with an average occupancy rate of 92.2% and base rents ranging from $94.40 to $178.27 per square foot, modified gross.

The following table presents certain information relating to the appraiser’s market rent conclusions for the 30 Hudson Yards Property:

The table below presents certain information relating to comparable sales pertaining to the 30 Hudson Yards Property identified by the appraiser:

The following tables present certain information relating to comparable office leases for the 30 Hudson Yards Property:

Real Estate Taxes – Upon the occurrence and continuance of a Cash Trap Event Period (see “Lockbox and Cash Management” section), the 30 Hudson Yards Whole Loan documents require ongoing monthly real estate tax reserves in an amount equal to one-twelfth of the real estate taxes that the lender estimates will be payable during the next 12 months.

Insurance – Upon the occurrence and continuance of (a) WarnerMedia no longer being required to pay its portion of insurance premiums, (b) the decline in the long-term issuer credit rating of WarnerMedia (or its guarantor) below the BBB-, (c) WarnerMedia committing a monetary or material non-monetary default under its lease, beyond any applicable notice and cure periods, (d) the WarnerMedia lease not being in full force and effect or (e) the 30 Hudson Yards Property’s insurance coverage is not included in a blanket policy approved by the lender or such policy is not in full force and effect, the 30 Hudson Yards Whole Loan documents require ongoing monthly insurance reserves in an amount equal to one-twelfth of the insurance premiums that the lender estimates will be payable for the renewal of the coverage during the next 12 months; provided, however, notwithstanding any prior springing conditions, the reserve will spring upon the occurrence and continuance of a Cash Trap Event Period.

Replacement Reserve – Upon the occurrence and continuance of (a) July 6, 2024 or (b) a Cash Trap Event Period, the 30 Hudson Yards Whole Loan documents require ongoing monthly replacement reserves of one-twelfth of the amount of $0.20 per square foot of the 30 Hudson Yards Property.

Contraction Reserve – Upon WarnerMedia exercising a contraction option, the 30 Hudson Yards Whole Loan documents require a reserve deposit in the amount of (i) $125 multiplied by (ii) the square footage of the applicable contraction space, less the aggregate square footage of the three highest contraction floors.

Condominium Reserve – Upon the occurrence and continuance of a Cash Trap Event Period, the 30 Hudson Yards Whole Loan documents require ongoing monthly reserves of one-twelfth of the common expenses payable by the 30 Hudson Yards Borrower as owner of its condominium unit that the lender estimates will be payable during the next ensuing 12 months.

Lockbox and Cash Management. The 30 Hudson Yards Whole Loan documents require that the 30 Hudson Yards Borrower establish and maintain a lender-controlled lockbox account, which is already in-place, and that the borrower direct all tenants to pay rent directly into such lockbox account. The 30 Hudson Yards Whole Loan documents also require that all rents received by the 30 Hudson Yards Borrower be deposited into the lockbox account within two business days of receipt. Prior to the occurrence of a Cash Trap Event Period (as defined below), all funds on deposit in the lockbox account will be disbursed to the 30 Hudson Yards Borrower. During a Cash Trap Event Period, all funds in the lockbox account are required to be swept each business day into the cash management account controlled by the lender and, on each payment date, all funds in the cash management account are required to be applied in accordance with the 30 Hudson Yards Whole Loan documents. During a Cash Trap Event Period, any excess cash flow remaining after satisfaction of the waterfall items is required to be swept to an excess cash flow subaccount to be held by the lender as additional security for the 30 Hudson Yards Whole Loan; provided, however, during a Cash Trap Event Period solely triggered by clause (v) of the definition of Lease Sweep Period below, only 50% of excess cash flow is required to be swept to an excess cash flow subaccount (with the remainder being disbursed to the 30 Hudson Yards Borrower).

A “Lease Sweep Period” will commence upon the earliest to occur of the following:

“Occupancy Conditions” include (x) all approved leasing expenses, free rent periods and/or rent abatement periods set forth in all applicable Qualified Leases and all other landlord obligations of an inducement nature have been completed or paid in full (“Leasing Inducements”) or (y) sufficient funds have accumulated in the excess cash flow subaccount attributed to Lease Sweep Periods to cover all Leasing Inducements, provided that, with respect to clause (y), the 30 Hudson Yards Borrower will have the right to deliver to the lender immediately available funds for deposit an amount sufficient to satisfy the amounts required in clause (y) and/or deliver one or more letters of credit (not to exceed, in the aggregate, 10.0% of the outstanding principal balance of the 30 Hudson Yards Whole Loan) having an aggregate notional amount equal to the amount required in clause (y).

The “Lease Sweep Deposit Amount” means (a) if a Lease Sweep Period is continuing solely pursuant to clause (iii) of the definition of Lease Sweep Period, an amount equal to the total rentable square feet of the WarnerMedia lease (exclusive of (x) any rentable square footage covered by unexercised expansion options and (y) if the contraction option has been exercised, from and after the fifth anniversary of loan origination, the contraction space square footage; collectively the, “Excluded Space”) multiplied by $87.00, (b) if a Lease Sweep Period is continuing solely pursuant to clause (v) of the definition of Lease Sweep Period, an amount equal to the total rentable square feet of the WarnerMedia lease (exclusive of any Excluded Space) multiplied by $50.00, and (c) in all other circumstances, an amount equal to the total rentable square feet of the WarnerMedia lease (exclusive of any Excluded Space) multiplied by $125.00.

Property Management. The 30 Hudson Yards Property is self-managed by WarnerMedia.

Subordinate and Mezzanine Indebtedness. The 30 Hudson Yards Property also secures the 30 Hudson Yards Pari Passu Companion Loans, which have an aggregate Cut-off Date principal balance of $1,035,600,000 and the 30 Hudson Yards Subordinate Companion Loans, which have an aggregate Cut-off Date principal balance of $310,000,000. The 30 Hudson Yards Pari Passu Companion Loans and the 30 Hudson Yards Subordinate Companion Loan are coterminous with the 30 Hudson Yards Mortgage Loan. The 30 Hudson Yards Pari Passu Companion Loans accrue interest at the same rate as the 30 Hudson Yards Mortgage Loan, and the 30 Hudson Yards Subordinate Companion Loan accrues interest at an interest rate of 4.21709677%. The 30 Hudson Yards Mortgage Loan and the 30 Hudson Yards Pari Passu Companion Loans are each pari passu in right of payment and together are senior in right of payment to the 30 Hudson Yards Subordinate Companion Loan. The holders of the 30 Hudson Yards Mortgage Loan, the 30 Hudson Yards Pari Passu Companion Loans and the 30 Hudson Yards Subordinate Companion Loan have entered into a co-lender agreement which sets forth the allocation of collections on the 30 Hudson Yards Whole Loan. See “Description of the Mortgage Pool—The Whole Loans—The AB Whole Loans—The 30 Hudson Yards Whole Loan ” in the Preliminary Prospectus.

The following table presents certain information relating to the 30 Hudson Yards Subordinate Companion Loan:

PILOT/IDA Leases. The 30 Hudson Yards Borrower leases the 30 Hudson Yards Property to the New York City Industrial Development Agency (the “Agency”) (the “Company Lease”), and the Agency subleases the 30 Hudson Yards Property back to the 30 Hudson Yards Borrower (the “Agency Lease”) (the Company Lease and Agency Lease, collectively the “IDA Leases”). The benefits of this lease structure to the 30 Hudson Yards Borrower are a mortgage recording tax exemption and real property tax abatements. As such, the 30 Hudson Yards Borrower pays installment payments in lieu of real estate taxes as the rent under the Agency Lease (the “PILOT Payments”). In order for the PILOT Payments to achieve the same priority as would real estate tax payments (i.e., ahead of any mortgage or other lien), the 30 Hudson Yards Borrower (with the Agency as holder of the leasehold under the Company Lease) provided mortgages in favor of the Hudson Yards Infrastructure Corporation, a not-for-profit local development corporation (“HYIC”) to secure the PILOT Payments (collectively, the “PILOT Mortgage”). The HYIC has issued revenue bonds for which the PILOT Payments are used to repay the bondholders. The term of the IDA Leases runs to June 30, 2044 (such period, the “Initial Term”), with annual automatic one-year extensions thereafter, unless within 60 days preceding the expiration of the current term the Agency provides written notice of termination to the 30 Hudson Yards Borrower (such date, the “Expiration Date”); provided that, after the Initial Term, the IDA Leases will automatically terminate within 60 days after the repayment in full or defeasance of any revenue bonds issued by HYIC for which an assignment of the PILOT Amount payable under the Agency Lease is used to repay the bondholders.

For additional information with respect to the IDA Leases and PILOT Payments, see “Description of the Mortgage Pool—Additional Indebtedness—Other Secured Indebtedness” in the Preliminary Prospectus.

Terrorism Insurance. The 30 Hudson Yards Whole Loan documents require that the “all risk” insurance policy required to be maintained by the 30 Hudson Yards Borrower provides coverage for terrorism in an amount equal to the full replacement cost of the 30 Hudson Yards Property, as well as business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event, together with a 12-month extended period of indemnity (provided that if TRIPRA or a similar statute is not in effect, the 30 Hudson Yards Borrower will not be obligated to pay terrorism insurance premiums in excess of two times the premium for the casualty and business interruption coverage on a stand-alone basis).

The Mortgage Loan. The mortgage loan (the “University Square Mortgage Loan”) is evidenced by a single promissory note in the original principal amount of $72,000,000 and is secured by a first priority fee mortgage encumbering a 331,872 square feet class A office building located in Princeton, New Jersey (the “University Square Property”). The proceeds of the University Square Mortgage Loan were primarily used to acquire the University Square Property, to fund reserves and to pay closing costs.

The Borrowers and Borrower Sponsor. The borrower for the University Square Mortgage Loan is comprised of four tenant-in-common co-borrowers, PrincetonAV Owner LLC (approximately 66.3%), Mendy Princeton LLC (approximately 10.6%), Heshie Princeton LLC (approximately 11.7%) and Mordechai Princeton LLC (approximately 11.5%) (collectively, the “University Square Borrowers”), each a single purpose Delaware limited liability company, each with one independent director in its organizational structure. Legal counsel to the University Square Borrowers delivered a non-consolidation opinion in connection with the origination of the University Square Mortgage Loan. Each co-borrower is controlled by Andrew Penson. Andrew Penson has approximately 13% ownership interest in PrincetonAV Owner LLC and approximately 0.9% interest in each other borrower and is also the borrower sponsor and non-recourse carveout guarantor for the University Square Mortgage Loan. Andrew Penson is the founder of Argent Ventures, a New York based real estate investment firm founded in 1997 that invests in office, retail, industrial, hotel and residential properties. Entities affiliated

with the non-recourse carveout guarantor have been involved in foreclosures and deeds in lieu of foreclosure. See “Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

The Property. The University Square Property consists of a 5-story office building, totaling 331,872 square feet, on an approximately 18.5-acre site in Princeton, New Jersey. The University Square Property was originally built in 2005 and features a granite clad exterior, a two story atrium lobby, four elevators, conference rooms with seating for 48 people, a fitness center with locker rooms and sauna, security systems with video surveillance, 24/7 tenant access key cards, concierge service and a full service cafeteria with seating for over 100 people. The University Square Property contains an asphalt paved surface lot with 1,145 parking spaces (3.45 spaces per 1,000 square feet). The University Square Property is in close proximity to downtown Princeton, the Trenton-Mercer Airport, Princeton University and the New Jersey Transit. The University Square Property was 84.4% leased as of March 20, 2019 to 3 tenants, all of which are either investment grade companies or wholly owned subsidiaries of investment grade companies, and has had an average occupancy of 97% over the last nine years. The decline in occupancy from 2017 to 2018 was due to a tenant vacating 35,207 SF of space and from 2018 to 2019 was due to Blackrock, Inc. surrendering 12,957 SF of space.

Largest Tenant: Blackrock, Inc. (209,799 square feet, 63.2% of NRA, 76.0% of underwritten base rent, 9/30/2028 lease expiration). Blackrock, Inc. (“Blackrock”) has been a tenant at the University Square Property since 2010 and is an investment management company that provides a range of investment and risk management services to institutional and retail clients worldwide. Headquartered in New York City, Blackrock, Inc. employs approximately 13,000 employees and operates 70 offices in 30 countries. Since 2010, Blackrock, Inc. has executed three lease amendments and two extensions. Blackrock, Inc. has a lease expiration of September 30, 2028 and has the option to renew its lease for either (i) two, five-year terms or (ii) one, ten-year term.

2^nd Largest Tenant: Axis Reinsurance Company (35,684 square feet, 10.8% of NRA, 12.1% of underwritten base rent, 9/30/2020 lease expiration). Axis Reinsurance Company has been a tenant at the University Square Property since November 16, 2009 and is a reinsurance company founded in 2001 that offers property and casualty reinsurance to insurance companies. Since 2009, Axis Reinsurance Company has executed two lease amendments and has leased an additional 9,068 square feet. Axis Reinsurance Company has a lease expiration of September 30, 2020 with two, five-year renewal options.

3^rd Largest Tenant: Mercer (US) Inc. (34,537 square feet, 10.4% of NRA, 11.9% of underwritten base rent, 4/30/2021 lease expiration). Mercer (US) Inc. has been a tenant at the University Square Property since 2016 and is a global human resources consulting firm founded in 1945 that offers services in compensation, employee benefits, human capital strategy, investment consulting and program administration. Mercer (US) Inc. employs more than 20,500 employees in over 130 countries. Mercer (US) Inc. has a lease expiration of April 30, 2021 with one, five-year renewal option remaining.

The following table presents certain information relating to the tenancy at the University Square Property:

The following table presents certain information relating to the lease rollover schedule at the University Square Property:

Appraisal. The appraiser concluded to an “as is” appraised value of $97,700,000 with a valuation date of April 26, 2019.

Environmental Matters. According to a Phase I environmental site assessment dated April 25, 2019, there was no evidence of any recognized environmental conditions at the University Square Property. The Phase I identified four controlled recognized environmental conditions associated with compliance under New Jersey environmental laws. All CRECS achieved no further action status pursuant to approved engineering and institutional controls. In addition, a passive vapor mitigation system was installed underlying a building at the Mortgaged Property. At origination, the borrowers obtained an environmental insurance policy from Lloyd’s of London (Beazley), with the lender as an additional named insured, with its successors, assigns and/or affiliates, and with per incident and aggregate limits of $3,000,000, and a deductible of $50,000 and a term extending through the maturity date. In addition, the University Square Borrowers deposited reserves for environmental costs and the costs of purchasing additional insurance as described under “Escrows” below.

Market Overview and Competition. The University Square Property is located within Princeton, New Jersey. Land uses immediately surrounding the University Square Property are predominantly office buildings, retail establishments, Nassau Park Pavilion and the Hyatt Regency Hotel. Primary access to the University Square Property is provided by NJ Highway Route 1, Alexander Road, Washington Road and the New Jersey Transit which provides train service along the Northeastern Corridor. The University Square Property is approximately a ten minute commute to downtown Princeton, approximately a five minute commute to Princeton University and approximately a twenty-five minute commute to Trenton-Mercer Airport. According to the appraisal, as of the fourth quarter of 2018, the Central New Jersey market had an inventory of approximately 66.8 million square feet, overall vacancy in the market of approximately 21.8% and direct Class A asking rent was $35.24. According to the appraisal, 14 competitive properties, contain a total of 1.4 million square feet of rentable area and are located within 1.25 miles of the University Square Property, with an overall average vacancy of 7.2%. The average asking rental rate is $33.71 per square foot for these properties. The estimated 2018 population within a one-, three- and five- mile radius is 3,450, 48,509 and 100,767, respectively. According to the appraisal, the estimated 2018 median household income within a one-, three- and five- mile radius is $129,161, $138,603 and $126,805, respectively.

Submarket Information – According to a third party report, as of the fourth quarter of 2018, the Princeton submarket had an inventory of approximately 7.7 million square feet, overall vacancy in the submarket of approximately 21.9% and direct Class A asking rent was $30.66 per square foot.

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

The table below presents certain information relating to comparable sales for the University Square Property identified by the appraisal:

The following table presents certain information relating to eight comparable leases to those at the University Square Property:

Real Estate Taxes – The University Square Mortgage Loan documents provide for an upfront reserve of approximately $78,438 for real estate taxes and ongoing monthly reserves for real estate taxes in an amount equal to 1/12 of the annual real estate taxes that the lender estimates will be payable during the next twelve months (initially $39,219).

Insurance – The University Square Mortgage Loan documents provide for an upfront deposit of approximately $8,477 for insurance premiums, and ongoing monthly deposits to an insurance reserve in an amount equal to 1/12 of the annual estimated insurance premiums (however, such monthly deposits are waived if (a) no event of default has occurred and is continuing, (b) the University Square Borrowers maintain a blanket policy approved by the lender in its reasonable discretion and (c) the University Square Borrowers provide the lender with evidence of renewal of such policies prior to the expiration dates of the policies and provides paid receipts for the payment of the insurance premiums by no later than ten days prior to the expiration dates of the policies).

Deferred Maintenance – The University Square Mortgage Loan documents provide for an upfront reserve of $55,108 for required repairs, representing 125% of a total estimated cost of $44,086 for required repairs, including patching, crack sealing, sealing and striping pavement and parking areas.

Replacement Reserve – The University Square Mortgage Loan documents provide for monthly deposits to a capital expenditure reserve of approximately $6,030.

TI/LC Reserve – The University Square Mortgage Loan documents provide for monthly deposits to a rollover reserve of $45,223 for tenant improvements and leasing commissions, provided that the University Square Borrowers are not required to make such monthly deposits as long as the Rollover Funds Cap Criteria (as defined below) remain satisfied. “Rollover Funds Cap Criteria” means that (i) the amount then on deposit in the rollover funds equals or exceeds $1,000,000 and (ii) Blackrock, Inc. maintains an investment grade rating with all national credit rating agencies.

Outstanding TI/LC Funds– The University Square Mortgage Loan documents provide for an upfront reserve of $4,158,980 for outstanding unfunded tenant improvements and/or leasing commissions.

Environmental Cost Funds – The University Square Mortgage Loan documents provide for an upfront reserve of $146,352 for environmental costs, which is required to be released to the University Square Borrowers in annual increments of approximately $11,708, and to be released to the University Square Borrowers in full if they provide a No Further Action letter issued by the New Jersey Department of Environmental Protection (“NJDEP”) confirming that no further remediation work is required in connection with the University Square Property.

Environmental Insurance – The University Square Mortgage Loan documents provide for an upfront reserve of $27,641 for environmental insurance, (the estimated cost of three year “tail” coverage under the environmental policy), which is required to be released to the University Square Borrowers in full if they provide a No Further Action letter issued by the New Jersey Environmental Protection Department confirming that no further remediation work is required in connection with the University Square Property.

Lockbox and Cash Management. The University Square Mortgage Loan is structured with a springing lockbox and springing cash management. Upon the first occurrence of a Cash Sweep Event Period (as defined below), the University Square Borrowers are required to establish a lockbox account and direct tenants to deposit all rents directly into the lockbox account. If, notwithstanding such direction, any of the University Square Borrowers or property manager receive any rents, it is required to deposit such rents into the lockbox account within two business days of receipt. Upon the first occurrence of a Cash Sweep Event Period, the lender is required to establish, and the University Square Borrowers are required to cooperate with a cash management bank designated by the lender to establish, a lender-controlled cash management account, into which all funds in the lockbox account will be required to be deposited periodically so long as a Cash Sweep Event Period is continuing. So long as a Cash Sweep Event Period is continuing, and provided no event of default is continuing, funds in the cash management account are required to be applied (i) to make deposits into the tax and insurance escrows (if any are then required), as described above under “Escrows”, (ii) to pay debt service on the University Square Mortgage Loan, (iii) to make deposits into the capital expenditure reserve and rollover reserve, as described above under “Escrows”, (iv) to pay operating expenses set forth in the annual budget (which is required to be approved by the lender) and extraordinary operating or capital expenses approved by the lender, and (v) to pay any remainder into an excess cash flow account to be held by the lender as additional security for the University Square Mortgage Loan during the continuance of the Cash Sweep Event Period. If no Cash Sweep Event Period is continuing, all funds in the lockbox account are required to be disbursed to an account designated by the University Square Borrowers.

A “Major Tenant” means each of (i) Blackrock, Inc., and (ii) any replacement tenant.

Terrorism Insurance. The University Square Mortgage Loan documents require that the “all risk” insurance policy required to be maintained by the University Square Borrowers provide coverage for terrorism in an amount equal to the full replacement cost of the University Square Property. The loan documents also require business income/loss insurance covering no less than the 18-month period commencing at the time of loss, together with a 12 month extended period of indemnity. Notwithstanding the foregoing, for so long as the Terrorism Risk Insurance Act of 2002, as extended and modified by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA”) is in effect (including any extensions thereof or if another federal governmental program is in effect relating to “acts of terrorism” which provides substantially similar protections as TRIPRA), and covers both domestic and foreign acts of terrorism, the lender is required to accept terrorism insurance which insures against “covered acts” as defined by TRIPRA (or such other program). See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus.

The Mortgage Loan. The mortgage loan (the “Nova Place Mortgage Loan”) is part of a whole loan (the “Nova Place Whole Loan”) in the original principal balance of $140,000,000. The Nova Place Whole Loan is secured by a first priority mortgage encumbering the fee interest in an office property in Pittsburgh, Pennsylvania (the “Nova Place Property”). The Nova Place Whole Loan consists of three notes totaling $140,000,000, which are pari passu with each other. The Nova Place Mortgage Loan represents the non-controlling Notes A-2 and A-3, which have an aggregate original principal balance of $69,000,000. The Nova Place Whole Loan is serviced pursuant to the pooling and servicing agreement for the WFCM 2019-C51 securitization See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” in the Preliminary Prospectus.

The Borrower and Borrower Sponsors. The borrowers comprise five Delaware limited liability companies, each of which is a single purpose entity with two independent directors: Faros ACA RE LLC, ACA Tower One Unit 4 LLC, ACA Tower Two Unit 5 LLC, ACA Garage Unit 6 LLC, and ACA Unit 7 LLC (collectively, the “Nova Place Borrower”). Legal counsel to the Nova Place Borrower delivered a non-consolidation opinion in connection with the origination of the Nova Place Whole Loan. The borrower sponsors and non-recourse carve-out guarantors of the Nova Place Whole Loan are Jeremy Leventhal, Alexander Leventhal, and Elliot Gould. In lieu of a warm body environmental carve-out guarantor, the lender obtained a $10,000,000 lender environmental collateral protection and liability-type environmental insurance policy.

Jeremy Leventhal, Alexander Leventhal, and Elliot Gould each serve as managing partners of Faros Properties (“Faros”), a real estate investment firm with offices in New York, Boston, and Pittsburgh. Principally funded by the Leventhal and Gould families, Faros was created to invest family capital in long-term real estate investment opportunities in primary markets. Faros’ strategy includes acquiring poorly operated assets, increasing value through operational expertise, and recapitalizing for long-term ownership. Faros has extensive experience in value-add investing and has owned assets in Pittsburgh since 2012, including the City View Apartments, 106 Isabella Street Office Building, Birmingham Place Office Building, Carson Street Commons, and the Park View Apartments.

The Property. Situated on a 13.3-acre site, the Nova Place Property totals 1,142,745 square feet of rentable area and comprises four components:

The Nova Place Property was built in phases between 1966 and 1972. The Concourse portion of the Nova Place Property originally served as a shopping mall containing 75 stores and began to decline after Sears vacated its space in 1986. The borrower sponsors acquired the Nova Place Property in February 2015 for a total allocated cost of approximately $68.4 million, at which time it was approximately 63.0% occupied. Since acquisition, the borrower sponsors have invested approximately $33.5 million in capital expenditures at the Nova Place Property, including $22.3 million to upgrade and modernize the Concourse, exterior plaza and amenities and $8.1 million to address structural needs and lighting in the Garage Unit.

Amenities at the Nova Place Property include on-site property management and maintenance, 24-hour security patrol, conference facility, fitness center (Union Fitness), multiple restaurants, Federal Galley bar, a coffee shop, modernized common areas, and parking garage with bike storage. Based on the 3,000 parking spaces within the Garage Unit, the Nova Place Property contains a parking ratio of approximately 2.6 spaces per 1,000 square feet of rentable area. Of the parking spaces, 500 are for the exclusive use of PNC Financial Service (“PNC”), which has its own entrance and exit to the parking garage. As of June 1, 2019 the Nova Place Property was 84.0% occupied by 46 tenants.

The Nova Place Property comprises 201,817 square feet of data center space (of which 93,002 square feet consists of data closets and storage located in the Garage Unit), which accounts for 17.7% of the total net rentable area and 18.5% of underwritten base rent and was 82.4% occupied by 13 tenants as of June 1, 2019. Approximately 86.8% of the leased data center space is occupied by 10 tenants that have been at the Nova Place Property for an average of 16.4 years. The Nova Place Property is situated along the telecommunications trunk line, and the data center tenants benefit from internet access and dual fiber optic feeds from all major fiber optic providers, dedicated dark fiber access, electrical service from two independent power company distribution grids (allowing automatic transfers in the event of a power company failure), back-up generators, ample cooling capacity, and access to 10 major telecommunication carriers and internet service providers.

Largest Tenant by UW Base Rent: PNC Financial Service (A+/A3/A- by Fitch/Moody’s/S&P; 395,657 square feet; 34.6% of net rentable area; 27.8% of underwritten base rent; 12/31/2027 lease expiration) – Founded in 1845, PNC is a bank holding company and financial services corporation based in Pittsburgh, Pennsylvania. As of December 31, 2018, PNC had approximately $382 billion of assets, a retail branch network in 19 states and the District of Columbia, approximately 2,400 branches and 9,200 ATMs. PNC has been a tenant at the Nova Place Property since November 1992 through various predecessors including Integra Financial Corporation, which was acquired by National City Corporation in 1996 and subsequently acquired by PNC in 2008. In 2015, PNC executed a 10-year lease extension through December 2027 and has one, 5-year extension option remaining. PNC does not have any termination options.

PNC occupies a total of 395,657 square feet within the Concourse at the Nova Place Property, which is divided between a 318,115 square foot space and a 77,542 square foot space. The 318,115 square foot space is a former department store box previously occupied by Sears until 1986. PNC and its predecessors have occupied the 318,115 square foot space since 1992 and it is currently used as general office space. The 77,542 square foot space is located on the second floor of the southern end of the Concourse, which formerly served as inline retail space, overlooking the interior of the Concourse with panoramic views of the Pittsburgh skyline. PNC expanded into the 77,542 square foot space in 2011 and it is currently used to house asset management personnel. Additionally, PNC utilizes mortgage payment processing technology on site due to the Nova Place Property’s data capabilities and location along the telecommunications trunk line.

2^ndLargest Tenant by UW Base Rent: United Healthcare Services, Inc. (A/A3/A+ by Fitch/Moody’s/S&P; 71,500 square feet; 6.3% of net rentable area; 12.2% of underwritten base rent; 6/30/2024 lease expiration) – Founded in 1977, United Healthcare Services, Inc. (“UHC”) is a diversified health and well-being company providing employer-sponsored and individual health benefits plans serving individuals, employers and Medicare and Medicaid beneficiaries. UHC has been a tenant at the Nova Place Property since March 2017 and has two, 3-year extension options remaining following its June 2024 lease expiration. UHC has a termination option for its fourth floor space (23,833 square feet) effective as of June 2022 with a 12-month notice period, and the tenant is currently marketing such space for sublease through January 2022. The termination option is subject to a fee in an amount equal to $332,793 ($13.96 per square foot) plus unamortized TI/LC costs.

3^rdLargest Tenant by UW Base Rent: Expedient/Continental Broadband (73,000 square feet; 6.4% of net rentable area; 7.8% of underwritten base rent; 6/30/2020 lease expiration on 20,102 square feet; 9/30/2029 lease expiration on 52,898 square feet) – Expedient/Continental Broadband (“Expedient”) is a cloud and data center infrastructure service (IaaS) provider with local operations in Pittsburgh, Baltimore, Boston, Cleveland, Columbus, Indianapolis, and Memphis. Expedient has been a tenant at the Nova Place Property since April 2008, originally occupying 52,898 square feet of space within the Garage Unit, and expanding into 20,102 square feet of office space in Tower 1 in August 2013. The tenant’s original 52,898 square foot space has a September 2029 lease expiration with one, 5-year extension option remaining, and its 20,102 square foot expansion space has a June 2020 lease expiration with no extension options. Expedient does not have any termination options.

Condominium Regime. As of August 2, 2017, the borrower sponsors recorded the “Nova Place Condominium”, which created eight condominium units (units 1 through 8). The Nova Place Property comprises condo units 1, 2, 4, 5, 6 and 7; and condo units 3 and 8 are not part of the collateral for the Nova Place Whole Loan. The Concourse comprises condo units 1, 2 and 7. The Nova Place Property holds an 87.0% voting interest in the Nova Place Condominium. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Condominium and Other Shared Interests” in the Preliminary Prospectus.

The following table presents certain information relating to the tenancy at the Nova Place Property:

The following table presents certain information relating to the lease rollover schedule at the Nova Place Property:

The following table presents historical occupancy percentages at the Nova Place Property:

Appraisal. The appraiser concluded to an “as-is” Appraised Value for the Nova Place Property of $200,050,000 as of January 23, 2019.

Environmental Matters. According to the Phase I environmental site assessment dated April 10, 2019, there was no evidence of any recognized environmental conditions at the Nova Place Property. In lieu of a warm body environmental carve-out guarantor, the lender obtained a $10,000,000 lender environmental collateral protection and liability-type environmental insurance policy.

Market Overview and Competition. The Nova Place Property is located in Pittsburgh, Pennsylvania, directly across the Allegheny River from the central business district. The Nova Place Property is situated one block north of Interstate 279, which turns into Interstate 376 and leads to the Pittsburgh International Airport (18.6 miles northwest). The largest employer in the region is the University of Pittsburgh Medical Center (“UPMC”) Health System, which, combined with the University of Pittsburgh, accounts for approximately 58,500 jobs. Along with Carnegie Mellon University (“CMU”), the UPMC medical and educational complex generates additional jobs through multiple spinoff biomedical and technology companies. With CMU’s technological infrastructure and support, technology companies such as Google, Microsoft, Disney, Apple, Uber, and Intel now have corporate offices located in Pittsburgh.

Over the past 15 years, the area within a 1-mile radius of the Nova Place Property has experienced the development and construction of two new sports stadiums (PNC Park (home of the MLB Pittsburgh Pirates) and Heinz Field (home of the NFL Pittsburgh Steelers and University of Pittsburgh Panthers Football)), a Residence Inn by Marriott, a Holiday Inn Express, a Hyatt Place Hotel, Stage AE (an indoor/outdoor entertainment complex), and the Rivers Casino. Additional attractions nearby include the Andy Warhol Museum (0.2 miles south; more than 100,000 visitors annually), the Carnegie Science Center (1.0 mile southwest; more than 700,000 visitors annually), the National Aviary (0.3 miles north; more than 185,000 visitors last year), and the Children’s Museum of Pittsburgh (0.2 miles north; approximately 306,000 visitors annually).

According to a third-party market research provider, the estimated 2019 population within a three- and five-mile radius of the Nova Place Property was approximately 152,277 and 376,042, respectively; and the estimated 2019 average median income within the same radii was approximately $41,091 and $48,389, respectively.

Submarket Information – According to a third-party market research report, the Nova Place Property is situated within the Greater Downtown submarket of the Pittsburgh Office Market. As of the third quarter of 2018, the Greater Downtown submarket reported a total inventory of approximately 15.4 million square feet of office space with a 9.8% vacancy rate and average asking rent of $23.79 per square foot, gross.

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

The following table presents certain information relating to comparable office leases to Nova Place Property:

Real Estate Taxes – The Nova Place Whole Loan documents require an upfront real estate tax reserve of $459,339 and ongoing monthly real estate tax reserves in an amount equal to one-twelfth of the real estate taxes that the lender estimates will be payable during the next twelve months (initially $153,115).

Insurance – The Nova Place Whole Loan documents do not require ongoing monthly escrows for insurance premiums so long as (i) no event of default has occurred and is continuing, (ii) the Nova Place Borrower provides the lender with evidence that the Nova Place Property’s insurance coverage is included in a blanket policy and such policy is in full force and effect, and (iii) the Nova Place Borrower provides the lender with evidence of timely payment of the insurance premiums and renewals.

Replacement Reserve – The Nova Place Whole Loan documents require ongoing monthly replacement reserves in an amount equal to one-twelfth of $0.25 per square foot (currently $23,807), subject to a cap of $0.75 per square foot (currently $857,059) (the “Replacement Reserve Cap”). The Replacement Reserve and the Replacement Reserve Cap may be adjusted if the net rentable square footage of the Nova Place Property were to change following any partial defeasance and/or partial release (see “Partial Defeasance and Partial Release” section).

Leasing Reserve – The Nova Place Whole Loan documents require ongoing monthly general TI/LC reserves in an amount equal to one-twelfth of $0.80 per square foot (currently $76,183), subject to a cap of $2.40 per square foot (currently $2,742,588) (the “Leasing Reserve Cap”). The Leasing Reserve and the Leasing Reserve Cap may be adjusted if the net rentable square footage of the Nova Place Property was to change following any partial defeasance and/or partial release (see “Partial Defeasance and Partial Release” section).

Closing Date Leasing Reserve – The Nova Place Whole Loan documents require an upfront reserve totaling $4,000,000 for qualified leasing expenses according to the terms of the loan documents. The Closing Date Leasing Reserve funds are not considered with respect to the Leasing Reserve Cap.

Existing TI/LC Reserve – The Nova Place Whole Loan documents require an upfront reserve totaling $1,587,057 related to outstanding tenant improvement and leasing commission (“TI/LC”) obligations with respect to eight tenants. As long as no event of default is continuing, if any Existing TI/LC Reserve funds are remaining after applying the funds to the stipulated tenants, the Nova Place Borrower has the right to apply the remaining funds to the Leasing Reserve and such funds will be considered with respect to the Leasing Reserve Cap.

PNC Rollover Reserve – Upon the occurrence of a PNC Trigger Period (see “Lockbox and Cash Management” section) specifically related to PNC, all excess cash flow will be deposited into the PNC Rollover Reserve, subject to a cap of $10.0 million. Upon a PNC Termination Event (as defined below), as long as no event of default is continuing, the Nova Place Borrower has the right to direct the lender to transfer any Leasing Reserve funds and/or Closing Date Leasing Reserve funds to the PNC Rollover Reserve. If, upon the occurrence

of a PNC Termination Event, the balance in the PNC Rollover Reserve is less than $10.0 million, the Nova Place Borrower is required to deposit with the lender an amount (in the form of cash or letter of credit) that would cause the balance to equal $10.0 million.

A “PNC Termination Event” will occur upon PNC’s lease expiring, terminating, or being no longer in full force and effect.

Lockbox and Cash Management. The Nova Place Whole Loan documents require that the borrower establish and maintain a lender-controlled lockbox account and that the borrower direct all tenants to pay rent directly into such lockbox account. The Nova Place Whole Loan documents also require that all rents received by the Nova Place Borrower or the property manager be deposited into the lockbox account within two business days of receipt. Prior to the occurrence of a Cash Trap Event Period (as defined below), all funds on deposit in the lockbox account will be disbursed to the Nova Place Borrower. During a Cash Trap Event Period, all funds in the lockbox account are required to be swept each business day into the cash management account, and all excess cash flow is required to be swept to an excess cash flow subaccount held by the lender. During a Cash Trap Event Period caused solely by a PNC Trigger Period (as defined below) specifically related to PNC, all excess cash flow is required to be deposited into the PNC Rollover Reserve, subject to a cap of $10.0 million.

A “PNC Trigger Period” will commence upon the earliest to occur of the following:

Notwithstanding the foregoing, unless otherwise noted, any reference to PNC in the definitions of PNC Trigger Period and PNC Trigger Period Cure above will also apply to any tenant that occupies at least 400,000 square feet (in the aggregate) of the Nova Place Property (or any lease guarantor of any such tenant).

A “Qualified Re-Tenanting Event” will occur upon the applicable space being leased to one or more tenants and the lender receiving satisfactory evidence, including, without limitation, a satisfactory estoppel certificate from each replacement tenant affirming, among other conditions outlined in the Nova Place Whole Loan documents, that (i) each such replacement lease is in full force and effect, (ii) each such replacement tenant is paying full, unabated rent (or such abatement having been reserved) and is in occupancy and open for business in at least 50.0% of its space (or is scheduled to be in occupancy and open for business in substantially all of its space within nine months), and (iii) all tenant improvement costs and leasing commissions have been paid (or such expenses having been reserved).

An “Acceptable Lease Extension” means an extension or renewal of the applicable lease in accordance with the Nova Place Whole Loan documents either (A) with respect to all (or substantially all) of the applicable space, or (B) which lease, if related to less than substantially all of the applicable space, provides for rent that is equal to or greater than the rent under the applicable lease immediately prior to such extension or renewal.

Property Management. The Nova Place Property is managed by an affiliate of the borrower.

Partial Defeasance and Partial Release. Following the lockout release date and prior to March 11, 2029, in connection with a bona fide third-party sale, the Nova Place Borrower has the right to partially defease any of condominium units 1, 2, 4, 5, or 7 (unit 6 may not be defeased), provided that units 1, 2 and 7 must be defeased simultaneously (the “Permitted Defeasance/Release Collateral”), provided, further, that, among other things, (i) no event of default has occurred and is continuing, (ii) payment of a release price of 120.0% of the allocated loan amount with respect to the individual property being released, and (iii) the NCF DY of the remaining properties must be greater than the greater of (x) the NCF DY prior to the release and (y) 8.55%, (iv) a legal opinion covering compliance in all respects with all laws, rules and regulations governing REMICs has been delivered, and (v) rating agency confirmation is received.

In addition, at any time prior to the maturity date of the Nova Place Whole Loan, in connection with a bona fide third-party sale, the Nova Place Borrower has the right to partially release any of the Permitted Defeasance/Release Collateral, subject to conditions (i) through (v) above, plus the payment of the applicable yield maintenance premium. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Releases; Substitutions; Partial Releases; Property Additions” in the Preliminary Prospectus.

Right of First Refusal. PNC has a Right of First Refusal (“ROFR”) to purchase condominium unit 1 of the Nova Place Property if the Nova Place Borrower receives other offers to purchase condominium unit 1 that it is otherwise willing to accept, and the remaining unexpired term of the PNC lease is at least 10 years (including extension options). The ROFR is not extinguished by foreclosure; however, the ROFR does not apply to foreclosure or deed-in-lieu thereof.

Terrorism Insurance. The Nova Place Mortgage 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 Nova Place Property, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a 6-month extended period of indemnity (provided that if TRIPRA or a similar statute is not in effect, the Nova Place Borrower will not be obligated to pay terrorism insurance premiums in excess of two times the premium for the casualty and business interruption coverage on a stand-alone basis).

The Mortgage Loan. The mortgage loan (the “445 South Street Mortgage Loan”) is evidenced by a single promissory note secured by a first mortgage encumbering the fee interest in a Class A office building located in Morristown, New Jersey (the “445 South Street Property”). The proceeds of the 445 South Street Mortgage Loan were used to refinance existing debt, to fund reserves and to pay closing costs.

The Borrower and Borrower Sponsor. The borrower is Morristown Southgate LLC (the “445 South Street Borrower”), a single-purpose Delaware limited liability company with two independent directors. Legal counsel to the 445 South Street Borrower delivered a non-consolidation opinion in connection with the origination of the 445 South Street Mortgage Loan. The borrower sponsor and non-recourse carveout guarantor is Strategic Real Estate, LLC. The 445 South Street Borrower’s sole member is CSCEC Holding Company, Inc. which is also the sole member of Strategic Real Estate, LLC. CSCEC Holding Company, Inc. is 100% owned by China State Construction Engineering Corporation, Ltd. (“CSCEC”), a publicly traded company based in Beijing, People’s Republic of China. CSCEC was 56.3% controlled by China State Construction Engineering Corporation as of year-end 2017, which is in turn 100% owned by the State-owned Assets Supervision and Administration Commission of the State Council of China.

The Property. The 445 South Street Property consists of a four-story office building, totaling 320,274 square feet, on an approximately 32.3 acre site in Morristown, New Jersey. The 445 South Street Property was originally built in 1982 and was most recently renovated in 2007. Since 2014, the 445 South Street Mortgage Loan borrower sponsor has invested approximately $7.9 million on building improvements, tenant improvements, leasing costs and buildout costs. Approximately $4.2 million was invested on building improvements, $3.1 million on tenant improvements and $600,000 on leasing costs and buildout costs. The 445 South Street Property is part of the Southgate Corporate Office Center Condominium which is comprised of two units, each of which includes a building and related land: the 445 South Street Property (63% interest in the general common elements of the condominium) and 435 South Street (37% interest in the general common elements of the condominium). Each condominium unit has the right to appoint two members to a four member board of directors, and has one vote as to matters determined by a vote of unit holders, and accordingly, neither unit controls the condominium. Amenities at the 445 South Street Property include a cafeteria, gym and a covered garage with 55 parking spaces. Additional parking is available on a surface lot with 1,313 parking spaces (4.1 spaces per 1,000 square feet). The 445 South Street Property was 93.1% leased as of May 31, 2019 to seven tenants.

Largest Tenant: Covanta Holding Corporation (“Covanta”) (108,252 square feet, 33.8% of NRA, 36.5% of underwritten base rent, 10/31/2025 lease expiration). Covanta has been a tenant at the 445 South Street Property since 2010 and has executed two lease amendments. Covanta has a lease expiring on October 31, 2025 with three, five-year renewal options. Covanta is engaged in the business of waste and energy services. Its mission is to provide sustainable waste and energy solutions through a variety of service offerings including its core business of owning and operating infrastructure for the conversion of waste to energy.

2^ndLargest Tenant: The Travelers Indemnity Company (“Travelers”) (80,642 square feet, 25.2% of NRA, 24.9% of underwritten base rent, 1/31/2023 lease expiration). Travelers has been a tenant at the 445 South Street Property since 2010 and has executed four lease amendments. Originally, Travelers occupied 105,698 square feet, but it surrendered 13,515 square feet in 2013 and an additional 11,541 square feet in 2017. Travelers has a lease expiring on January 31, 2023 with one, five-year renewal option. Travelers is an American insurance company that was founded in 1864 in Hartford, Connecticut. The company has approximately 30,000 employees and 13,500 independent agents. Travelers negotiated a decrease in rent as part of a five year extension in 2018.

3^rdLargest Tenant: Marsh USA Inc. (“Marsh USA”) (54,376 square feet, 17.0% of NRA, 20.4% of underwritten base rent, 8/31/2021 lease expiration). Marsh USA has been a tenant at the 445 South Street Property since 2011 and has executed one lease amendment. Marsh USA has a lease expiring on August 31, 2021 with two, five-year renewal options. Marsh USA is a wholly-owned subsidiary of Marsh & McLennan Companies (“Marsh & McLennan”), a professional services firm in the areas of risk, strategy and personnel. Marsh & McLennan’s 65,000 employees advise clients in over 130 countries.

The following table presents certain information relating to the tenancy at the 445 South Street Property:

The following table presents certain information relating to the lease rollover schedule at the 445 South Street Property:

The following table presents historical occupancy percentages at the 445 South Street Property:

Appraisal. The appraiser concluded to an “as is” appraised value of $80,000,000 with a valuation date of April 1, 2019.

Environmental Matters. According to a Phase I environmental site assessment dated April 22, 2019, there was no evidence of any recognized environmental conditions at the 445 South Street Property.

Market Overview and Competition. The 445 South Street Property is located within Morristown, New Jersey approximately 35 miles west of New York City. Land uses immediately surrounding the 445 South Street Property are predominantly residential and commercial with a mix of multi-story Class A and B office, retail, and recreational uses. Primary access to the 445 South Street Property is provided by the Southgate Parkway which connects with Interstate 287. The Convent Station, Madison, and Morristown train stations are all located within a five-mile radius of the 445 South Street Property. According to a third party report, as of the first quarter of 2019, the metropolitan area market had an inventory of approximately 49.8 million square feet, overall vacancy of 21.7% and direct Class A asking rent of $24.35 per square foot. The estimated 2018 population within a one-, three- and five-mile radius is 5,634, 50,708 and 106,139, respectively, according to a third party report. The estimated 2018 average household income within a one-, three- and five- mile radius is $206,104, $165,033 and $177,383, respectively.

Submarket Information – According to a third party report, as of the first quarter of 2019 the Morristown region submarket had an inventory of approximately 2.7 million square feet, overall vacancy in the submarket of approximately 9.5% and direct Class A asking rent of $33.91 per square foot.

The following table presents certain information relating to the appraiser’s market rent conclusion for the 445 South Street Property:

The following table presents certain information relating to five comparable leases to those at the 445 South Street Property:

Deferred Maintenance Reserve - The 445 South Street Mortgage Loan documents provide for an upfront reserve of $74,745 for required repairs.

Real Estate Taxes - The 445 South Street Mortgage Loan documents provide for an upfront real estate tax reserve of $239,707 and an ongoing monthly real estate tax reserve in an amount equal to 1/12 of the real estate taxes that the lender estimates will be payable during the next twelve months (initially $79,902).

Insurance - The 445 South Street Mortgage Loan documents do not require ongoing monthly reserves for insurance as long as (i) no event of default has occurred and is continuing, (ii) the insurance coverage for the 445 South Street Property is included in a blanket policy approved by the lender in its reasonable discretion, and (iii) the 445 South Street Borrower provides the lender with evidence of timely payment of the insurance premiums and renewals of the insurance policies, no later than 10 days prior to the expiration of the current policy. If such conditions are not satisfied, the 445 South Street Mortgage Loan documents require monthly reserves for insurance premiums in an amount equal to 1/12 of the estimated annual insurance premiums.

Replacement Reserve - The 445 South Street Mortgage Loan documents provide for an upfront reserve of $201,500 for capital expenditures and an ongoing monthly replacement reserve for capital expenditures in an amount equal to $5,653.

TI/LC Reserve - The 445 South Street Mortgage Loan documents provide for an ongoing monthly TI/LC reserve in an amount equal to $40,034, however, such monthly deposits are waived so long as no event of default is continuing and the amount then on deposit in the TI/LC reserve equals or exceeds $950,000, after giving effect to the payment of the applicable TI/LC reserve monthly deposit (the “TI/LC Cap”). If either Marsh USA (or its successors and assigns) or Travelers (or its successors and assigns) fails to give notice of renewal of the term of its respective lease within 12 months prior to such tenant expiration, then (A) the TI/LC Reserve monthly deposit will increase to $66,723 and (B) the TI/LC Cap will no longer apply.

Rent Concession Reserve - The 445 South Street Mortgage Loan documents provide for an upfront reserve of $71,148 for rent concessions under the NaviSynch LLC lease for January 2020, February 2020 and March 2020.

Lockbox and Cash Management. The 445 South Street Mortgage Loan is structured with a hard lockbox and springing cash management. The 445 South Street Borrower is required to direct tenants to pay rents directly into the lockbox account, and if, notwithstanding such direction, the 445 South Street Borrower or property manager receive any rents, to deposit such rents into the lockbox account within one business day of receipt. Upon the first occurrence of a Cash Sweep Event Period (as defined below), the lender is required to establish, and the 445 South Street Borrower is required to cooperate with a cash management bank chosen by the lender to establish, a lender-controlled cash management account, into which all funds in the lockbox account will be required to be deposited periodically so long as a Cash Sweep Event Period is continuing. So long as a Cash Sweep Event Period is continuing, and provided no event of default under the 445 South Street Mortgage Loan is continuing, funds in the cash management account are required to be applied (i) to make deposits into the tax and insurance escrows (if any are then required), as described above under “Escrows”, (ii) to pay debt service on the 445 South Street Mortgage Loan, (iii) to make deposits into the replacement reserve and the TI/LC reserve, as described above under “Escrows”, (iv) to pay operating expenses set forth in the annual budget (which is required to be approved by the lender) and extraordinary operating or capital expenses reasonably approved by the lender, and (v) to pay any remainder into an excess cash flow account to be held by the lender as additional security for the 445 South Street Mortgage Loan during the continuance of the Cash Sweep Event Period (provided that if no event of default exists, such funds may be used to pay lender-approved extraordinary expenses). If no Cash Sweep Event Period is continuing, all funds in the lockbox account are required to be disbursed to the 445 South Street Borrower.

A “Trigger Tenant” means Covanta, its successors and assigns and any tenant of the premises that were leased to Covanta as of the loan origination date pursuant to any lease demising all or any portion of such premises entered into after the loan origination date.

Terrorism Insurance. The 445 South Street Mortgage Loan documents require that the “all risk” insurance policy required to be maintained by the 445 South Street Borrower provide coverage for terrorism in an amount equal to the “full replacement cost” of the 445 South Street Property. The 445 South Street Mortgage Loan documents also require business income/loss insurance covering no less than the 18-month period commencing at the time of loss, together with a 12-month extended period of indemnity. Notwithstanding the foregoing, for so long as the Terrorism Risk Insurance Act of 2002, as extended and modified by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA”) is in effect (including any extensions thereof or if another federal governmental program is in effect relating to “acts of terrorism” which provides substantially similar protections as TRIPRA), and covers both domestic and foreign acts of terrorism, the lender is required to accept terrorism insurance which insures against “covered acts” as defined by TRIPRA (or such other program). See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus.

The Mortgage Loan. The mortgage loan (the “Newport Beach Marriott Bayview Mortgage Loan”) is evidenced by a promissory note with an original principal balance of $52,500,000 and secured by a first mortgage encumbering the fee interest in a full service hospitality property located in Newport Beach, California (the “Newport Beach Marriott Bayview Property”).

The Borrower and the Borrower Sponsor. The borrower is CHC Bayview Owner, LLC, a Delaware limited liability company with at least one independent director (the “Newport Beach Marriott Bayview Borrower”). Legal counsel to the Newport Beach Marriott Bayview Borrower delivered a non-consolidation opinion in connection with the origination of the Newport Beach Marriott Bayview Mortgage Loan.

The borrower sponsor is Jon D. Kline, Founder and Chief Executive Officer of Clearview Hotel Capital, LLC, a private hotel investment and advisory firm headquartered in Newport Beach, California. Clearview Hotel Capital, LLC was founded in 2007 and has acquired over $2 billion of hotels with its current portfolio including, in addition to the Newport Beach Marriott Bayview Property, fourteen hotels in California, Florida, Georgia, Hawaii, Louisiana, Missouri, Pennsylvania, Texas and Washington, D.C.

The Property. The Newport Beach Marriott Bayview Property is a nine-story, 254-room all-suite, full service hotel located in Newport Beach, California. The Newport Beach Marriott Bayview Property was built in 1988 on a waterfront location of 5.22 acres overlooking views of the Upper Newport Bay Nature Preserve and is managed by Marriott Hotel Services, Inc. under a management agreement through December 31, 2027.

Between 2013 and 2018, the previous ownership spent $6,525,892 ($25,692/room) on capital improvements designed to modernize the hotel and improve guests’ experiences, including approximately $2.8 million on the lobby and public restrooms and approximately $2.2 million on the building, systems and technology, with the balance of the money spent on restaurant renovations, the creation of additional event space, and other miscellaneous replacements. At loan origination, the borrower sponsor funded approximately $1.4 million to Marriott’s FF&E reserve account currently intended for future renovations to the guestrooms and guest bathrooms, corridors and public space, budgeted at approximately $2.0 million ($7,800/room).

The Newport Beach Marriott Bayview Property guestroom configuration includes 225 king suites, 14 double/double suites and 15 accessible suites. Amenities include a 120-seat restaurant/bar and waterfront terrace serving three meals daily plus room service, an indoor/outdoor swimming pool, sundries shop, 3,775 square feet of meeting space, a business center, fitness room, bike rentals, and on-site parking (297 parking spaces, approximately 1.2 spaces per room.) Guestroom amenities include flat-panel televisions, desks, pull-out sofas and marble bathrooms.

According to the appraisal, the 2018 market segmentation for the Newport Beach Marriott Bayview Property was approximately 60% commercial, 26% leisure and 14% group.

The following table presents certain information relating to the Occupancy, ADR and RevPAR of the Newport Beach Marriott Bayview Property and its competitive set:

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 Newport Beach Marriott Bayview Property:

Appraisal. The appraiser concluded to an “as-is” appraised value of $78,000,000 with a valuation date of May 23, 2019.

Environmental Matters. According to the Phase I environmental report dated May 29, 2019, there was no evidence of any recognized environmental conditions at the Newport Beach Marriott Bayview Property.

Market Overview and Competition. The Newport Beach Marriott Bayview Property is located in the northeastern portion of Newport Beach, California, with frontage along regional freeway State Route 73. Driving time to Irvine, Costa Mesa and Newport Beach are all within approximately ten minutes. Balboa Pier and the beaches of Newport, Laguna and Huntington are within ten miles. John Wayne International Airport, the only commercial airport in Orange County, is 2.9 miles from the Newport Beach Marriott Bayview Property. Within 9.2 miles of the Newport Beach Marriott Bayview Property are three major shopping destinations includes Irvine Spectrum, South Coast Plaza and Fashion Island. Additional demand drivers include the University of California-Irvine (1.8 miles), which for 2018 had enrollment of over 36,700 students and employed 16,400 staff, Irvine Business Center (3.1 miles), which houses several companies including Allergan and Edward Life Sciences, the Anaheim Convention Center (12.5 miles) and Disneyland (16.1 miles).

The Newport Beach Marriott Bayview Property is located in the Anaheim-Santa Ana-Irvine metropolitan statistical area (“MSA”). Top employers in the MSA include Disneyland Resort (30,550 employees), The Walt Disney Co. (29,000 employees), University of California-Irvine (23,605 employees), St. Joseph Health (11,925 employees) and Kaiser Permanente (7,694 employees). The 2019 unemployment rate for the MSA was estimated at 2.9%.

According to the appraisal, the 2019 estimated population within a one-, three- and five-mile radius was 2,325, 173,198 and 456,747, respectively. Within both a one- and three-mile radius, population has grown over 20.1% since 2010. The 2019 estimated median household income within a one-, three- and five-mile radius was $109,821, $85,448 and $89,212, respectively.

Primary competitive properties to the Newport Beach Marriott Bayview Property are shown in the table below:

Real Estate Taxes and Insurance – In the event that Marriott (or a qualified replacement manager) is no longer collecting a reserve for taxes and insurance, the Newport Beach Marriott Bayview Borrower is required to deposit monthly 1/12^th of the estimated annual taxes due and 1/12^th of the estimated insurance premiums due (unless the Newport Beach Marriott Bayview Property is covered by a blanket insurance policy).

FF&E Reserves – In the event that Marriott (or a qualified replacement manager) is no longer collecting a reserve for FF&E under the management agreement, the Newport Beach Marriott Bayview Borrower will be required to reserve monthly 4% of operating income for the prior calendar month to an FF&E reserve.

Lockbox and Cash Management. The Newport Beach Marriott Bayview Mortgage Loan requires a soft lockbox with springing cash management. Upon a Cash Sweep Period, in the event that Marriott (or a qualified replacement manager) is not managing the Newport Beach Marriott Bayview Property, all credit card and other receivables are required to be deposited directly to the lockbox account, which funds will then be remitted daily to the lender-controlled cash management account. During the continuance of a Cash Sweep Period, all excess cash will be reserved by the lender as additional security for the Newport Beach Marriott Bayview Mortgage Loan and applied: (i) during the continuance of an event of default, in the lender’s discretion to pay debt service, (ii) to pay budgeted operating expenses and approved extraordinary expenses, to the extent Marriott (or a qualified replacement manager) is not responsible for such payments, or (iii) commencing on December 31, 2026, only until completion of any PIP work (if required), to the PIP reserve.

A “Cash Sweep Period” will occur: (i) upon the debt service coverage ratio being less than 1.40x for two consecutive calendar quarters, ending when the debt service coverage ratio is equal to or greater than 1.40x for two consecutive calendar quarters, or (ii) beginning December 31, 2026 and ending when a replacement agreement with a qualified manager or franchisor is in place.

Property Management. The Newport Beach Marriott Bayview Property is managed by Marriott Hotel Services, Inc. (“Marriott”) subject to an amended and restated management agreement dated December 29, 2001. The management agreement expires December 31, 2027. In lieu of a franchise fee, the management agreement requires base management fees of 3.0% of gross revenues plus an incentive management fee equal to 20% of excess operating profit over $3,020,566 (“Owner’s Priority”). The Owner’s Priority is the sum of (a) $690,353 (consisting of an owner’s base capital expenditure funding of $5,522,822 with a priority return of 12.5%) plus (b) 10.75% of owner investment of $21,676,848 for a total Owner’s Priority of $3,020,566. Additionally, Marriott charges up to 4.5% of room revenue as part of a fee of being a part of the Marriott Rewards program.

Partial Release. The Newport Beach Marriott Bayview Mortgage Loan documents permit the release of a portion of the parking area of the Marriott Beach Marriott Bayview Property, provided among other conditions, (i) no event of default is continuing, (ii) the Newport Beach Marriott Bayview Mortgage Loan is partially defeased by an amount equal to 80.76% of the appraised value of the release parcel determined within 90 days of the release date, (iii) the lender has obtained rating agency confirmation, and (iv) calculated as after the release, (a) the trailing twelve month debt service coverage ratio is at least 2.94x, (b) the debt yield is not less than 11.22% and (c) the LTV ratio is not greater than 67.3%.

Subordinate and Mezzanine Indebtedness. After June 12, 2020, the Newport Beach Marriott Bayview Mortgage Loan documents permit one-time future mezzanine financing to fund operations or capital expenditures at the Newport Beach Marriott Bayview Property, secured by the direct or indirect equity interests in the Newport Beach Marriott Bayview Borrower, provided among other conditions, (i) no event of default is continuing, (ii) the debt service coverage ratio including the mezzanine financing is not less than 2.94x, (iii) the debt yield including the mezzanine financing is not less than 11.22%, (iv) the loan to value ratio including the mezzanine financing is not greater than 67.3%, (v) the mezzanine loan term is co-terminus or longer than the Newport Beach Marriott Bayview Mortgage Loan term, (vi) an updated non-consolidation opinion is delivered, (vii) the mezzanine lender has delivered an intercreditor agreement acceptable to the lender, and (viii) the mezzanine financing will not result in a downgrade, withdrawal or qualification of the ratings assigned to any securities included in the BANK 2019-BNK19 securitization transaction.

Terrorism Insurance. The Newport Beach Marriott Bayview Mortgage Loan documents require that the property insurance policy required to be maintained provide coverage for perils and acts of terrorism in an amount equal to the full replacement cost of the Newport Beach Marriott Bayview Property, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a 12-month extended period of indemnity. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

Earthquake Insurance: The Newport Beach Marriott Bayview Property is located within seismic zone 4 and has a probable maximum loss of 11.0%. The Newport Beach Marriott Bayview Mortgage Loan documents do not require earthquake insurance, however the Newport Beach Marriott Bayview Borrower obtained earthquake insurance under a blanket policy with a limit of $25.0 million per occurrence.

outstanding principal balance is paid, (vii) seventh, to the payment of accrued interest under the Moffett Towers – Buildings 3 & 4 Senior Loan and (viii) eighth, to the payment of accrued interest under the Moffett Towers – Buildings 3 & 4 B Notes.

The Mortgage Loan. The mortgage loan (the “Moffett Towers – Buildings 3 & 4 Mortgage Loan”) is part of a whole loan (the “Moffett Towers – Buildings 3 & 4 Whole Loan”) evidenced by (i) eleven pari passu promissory notes with an aggregate original principal balance of $350,000,000 (the “Moffett Towers – Buildings 3 & 4 Senior Loan”) and (ii) three B-notes with an aggregate original principal balance of $155,000,000 (the “Moffett towers – Buildings 3 & 4 B Notes”). The Moffett Towers – Buildings 3 & 4 Whole Loan is secured by a first lien mortgage encumbering the borrower’s fee interest in 701,266 square feet of office buildings located in Sunnyvale, California (the “Moffett Towers – Buildings 3 & 4 Property”). See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the Preliminary Prospectus.

The Moffett Towers – Buildings 3 & 4 Whole Loan requires interest-only payments through the ARD and accrues at a rate of 3.76386% per annum (the “Initial Interest Rate”) through the ARD. Following the ARD, to the extent that the loan is outstanding, the Moffett Towers – Buildings 3 & 4 Whole Loan will accrue interest at a rate of the greater of (a) 5.26386% per annum, (b) the 10-year swap rate on the ARD plus 150 basis points or (c) the default rate as defined in the loan documents (the “Adjusted Interest Rate”). In addition, to the extent that there is excess cash flow after the payment of reserves, the excess cash flow will be applied as described in footnote 2 above.

The Borrower and Borrower Sponsor. The borrower is MT2 B3-4 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 Moffett Towers – Buildings 3 & 4 Whole Loan. The non-recourse carve-out guarantor of the Moffett Towers – Buildings 3 & 4 Whole Loan is Paul Guarantor LLC, and the borrower sponsor is The Jay Paul Company.

Founded in 1975, Jay Paul Company is 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 special focus on creating the best-in-class projects for leading technology firms. Since 2000, Jay Paul Company has closed on more than $12.0 billion in debt and equity financings through a variety of large financial institutions. Jay Paul Company has developed over 13.0 million square feet of institutional quality space including projects for Apple, Google, Amazon, Facebook, Motorola, Microsoft, Boeing, Philips Electronics, Ariba, HP, Rambus, Synopsys, Nokia, DreamWorks and Tencent. Jay Paul Company is committed to green, sustainable development with over 11.0 million square feet of LEED certified office space and over 9.0 million square feet of LEED Platinum certified office space. Jay Paul

Company has 25 office/R&D buildings in Moffett Park, totaling nearly 7.2 million square feet, including Moffett Place, Moffett Gateway, Technology Corners, Moffett Towers and Moffett Towers II.

The Property. The Moffett Towers – Buildings 3 & 4 Property consists of two identical, newly-constructed eight-story buildings totaling 701,266 square feet of Class A office space that is 100.0% leased to Facebook through May 31, 2034 and is located in Sunnyvale, California. The Moffett Towers - Buildings 3 & 4 Property is the third and final phase of the approximately 1.8 million square foot, five-building Moffett Towers II Campus and is situated on 13.4 acres of the 47.4 acre campus. In addition to approximately $80.5 million in allocated land acquisition costs, the construction and development of the collateral buildings, exclusive of tenant-funded buildouts, will result in approximately $506.2 million of capital improvements to the buildings, comprised of $483.0 million in construction costs and approximately $23.2 million in tenant improvement allowances which were reserved at origination.

The Moffett Towers – Buildings 3 & 4 Property also features access to a 59,648 square foot non-collateral fitness/amenities building and separate parking structures with an overall parking ratio of 3.3 spaces per 1,000 square feet. In connection with the fitness/amenities space and parking structure (the “Common Areas”), the borrower is subject to a declaration of covenants, conditions, restrictions and easement and charges agreement (the “CCR”) made by MT II LLC, an affiliate of the borrower sponsor (the “Project CCR”). The Project CCR grants the borrower non-exclusive easement rights over the Common Areas. Ownership of the Common Areas governed by the Project CCR is held by Moffett Towers II Association LLC (the “Association”), an affiliate of the borrower sponsor, whose membership is comprised of the borrower and the owners of buildings 1, 2 and 5. The Association is obligated to maintain insurance coverage for the Common Areas and is also responsible for the maintenance of the Common Areas, subject to the terms of the Facebook leases. The Project CCR delineates shares of the voting interest in the Association based on the number of buildings at the Moffett Towers II Campus, with each completed building entitled to a proportionate share of the voting interest. Each building is entitled to a one-fifth share (20.0%) share of the voting interest in the Association.

The borrower may consent to a subdivision of the Common Areas to a reduced common area parcel and a separate parcel owned by and on which an affiliate of the borrower may construct an office building, additional parking and other common area improvements. Such subdivision would be subject to certain conditions, including but not limited to, lender’s consent not to be unreasonably withheld and provided that the release may not adversely affect use or access to or from the common area and the Moffett Towers – Buildings 3 & 4 Property.

Facebook (701,266 square feet; 100.0% of net rentable area; 100.0% of underwritten base rent; 5/31/2034 lease expiration) –Facebook is leasing both buildings on two separate 350,633 square-foot triple-net leases, each with two seven-year extension options at 95% of the fair market rent at the time of the renewal. The leases do not contain any termination options. Facebook is a global technology and media company focused on building products that enable people to connect and share with friends and family through mobile devices, personal computers and other digital platforms. Facebook’s products include Facebook, Instagram, Messenger, WhatsApp and Oculus. As of year end 2018, daily and monthly active users were 1.52 billion and 2.32 billion, respectively, representing a 9% increase year-over-year. 2018 revenue was $55.84 billion, up 37.4% from year end 2017. Facebook executed their leases at the Moffett Towers – Buildings 3 & 4 Property in March 2018 and took possession of the spaces in May and June 2019. According to the borrower sponsor, Facebook is currently utilizing Level10 (Jay Paul Company’s related contracting company) to complete their build out of Building 5 (non-collateral) and is expected to move employees into that building by August 2019. Facebook is expected to begin their first phase of Building 3 build out in August 2019 and move employees in by the end of 2019 or early 2020. The last building which Facebook will phase in will be Building 4. In connection with its buildout, Facebook was provided with a tenant improvement allowance of $23,165,933 by the Moffett Towers - Buildings 3 & 4 Borrower, which amount has been fully reserved by the lender. Facebook will begin paying rent in December 2019 for Building 4 and January 2020 for Building 3. At origination, the Moffett Towers - Buildings 3 & 4 Borrower reserved $16,127,329 representing 100% of the free rent (see "Escrows" below).

The following table presents certain information relating to the tenancy at the Moffett Towers – Buildings 3 & 4 Property:

The following table presents certain information relating to the lease rollover schedule at the Moffett Towers – Buildings 3 & 4 Property:

The following table presents historical occupancy percentages at the Moffett Towers – Buildings 3 & 4 Property:

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the Moffett Towers – Buildings 3 & 4 Property:

Appraisal. The appraiser concluded to an appraised value for the Moffett Towers – Buildings 3 & 4 Property of $790,000,000. The valuation date for Building 3 is January 1, 2020, and the valuation date for Building 4 is December 1, 2019. The appraised value that any remaining construction costs have been paid and that Facebook has taken occupancy, completed construction, and commenced rental payments (expected January 1, 2020 for Building 3 and December 1, 2019 for Building 4, pursuant to its leases). At loan origination, the borrower deposited $16,127,329 for free rent for Facebook and $23,165,933 for outstanding tenant improvements and leasing commissions for Facebook. As of the valuation date of May 3, 2019, the Moffett Towers – Buildings 3 & 4 Property had an “as-is” appraised value of $726,000,000. The appraiser also concluded a “hypothetical go-dark” appraised value of $610,000,000 equating to a Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD of 57.4%.

Environmental Matters. According to the Phase I environmental site assessment dated May 13, 2019, there was no evidence of any recognized environmental conditions at the Moffett Towers – Buildings 3 & 4 Property.

Market Overview and Competition. The Moffett Towers – Buildings 3 & 4 Property is located in the Moffett Towers II Campus within Moffett Park, in Sunnyvale, California within Silicon Valley. Moffett Park is a 519-acre area. Notable technology firms currently in Moffett Park include Google, Hewlett Packard, Juniper Networks, Amazon, Lockheed Martin, Microsoft, Motorola, NetApp and Rambus. The Moffett Towers – Buildings 3 & 4 Property is north of State Highway 237, which forms the southern border of the Moffett Park area and provides access from Interstate 680 and Interstate 280 to the northeast and U.S. Highway 101 in Sunnyvale to the southwest. U.S. Highway 101 runs northward through San Francisco and southward through San Jose, terminating in Los Angeles. The Santa Clara County Transit System station is located across the street from the Moffett Towers II Campus and services the surrounding residential communities. The Moffett Towers II Campus is comprised of five recently redeveloped office spaces and research and development buildings owned by the members of Moffett Towers II Association, LLC, whose current members include the Moffett Towers - Buildings 3 & 4 Borrower and three other members, all of which are currently indirectly owned by the parent of the borrower sponsor. See “Description of the Mortgage Pool—Tenant Issues—Competition from Certain Nearby Properties” in the Preliminary Prospectus.

Submarket Information - According to the appraisal, the Moffett Towers – Buildings 3 & 4 Property is located in the Moffett Park office submarket of Silicon Valley. As of the first quarter of 2019, the submarket contained 10.3 million square feet of office inventory with a vacancy rate of approximately 0.8%. The overall NNN asking rental rate for office space in Sunnyvale, which includes the Moffett Park submarket, is $6.55 per square foot per month.

The following table presents certain information relating to the appraiser’s market rent conclusions for the Moffett Towers – Buildings 3 & 4 Property:

The table below presents certain information relating to comparable sales pertaining to the Moffett Towers – Buildings 3 & 4 Property identified by the appraiser:

The following table presents certain information relating to comparable properties to Moffett Towers – Buildings 3 & 4 Property:

Real Estate Taxes – At origination, the borrower was required to escrow $525,523 for real estate taxes. The borrower is required to make monthly payments of one-twelfth of the taxes payable during the next twelve months, currently equal to $87,587, adjusted to reflect a credit for any prepaid taxes.

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

Replacement Reserve – The borrower is required to make monthly payments of $12,085 into the replacement reserve account upon the occurrence and continuance of a Trigger Period (as defined below).

Free Rent Reserve – At origination, the borrower was required to deposit $16,127,329 into a free rent reserve fund to fund free rent for Facebook from August 2019 through December 2019.

Outstanding TI/LC Reserve – At origination, the borrower was required to deposit $23,165,933 into a reserve to fund outstanding tenant improvements and leasing commissions for Facebook.

Lease Sweep Reserve – Upon the occurrence of a Lease Sweep Period (as defined below), the borrower is required to escrow $1,031,600 on each monthly payment date during the continuance of such Lease Sweep Period up to the Lease Sweep and Debt Service Reserve Cap (as defined below).

Lockbox and Cash Management. The Moffett Towers – Buildings 3 & 4 Whole Loan documents require a hard lockbox with upfront cash management. At origination, the borrower was required to deliver written instructions to tenants directing them to deposit all rents payable under such leases directly into a lender-controlled lockbox account. The Moffett Towers – Buildings 3 & 4 Whole Loan documents require that all rents and other funds from operations received by the borrower or the property manager be deposited into the lockbox within one business day after receipt. Funds on deposit in the lockbox account are required to be swept on each business day into a lender-controlled cash management account and applied on each payment date to the payment of debt service, the funding of required reserves, budgeted monthly operating expenses, common charges under various reciprocal easement agreements, including the CCR (as defined in the “Property” section above), approved extraordinary operating expenses, debt service on the Moffett Towers – Buildings 3 & 4 Mezzanine Loan (as defined below) and, during a Lease Sweep Period, to the payment of an amount equal to $1,031,600 on each monthly payment date to fund a lease sweep reserve account (the “Lease Sweep Reserve Account”) until the aggregate funds swept in the Lease Sweep Reserve Account during such lease sweep equals the Lease Sweep and Debt Service Reserve Cap. Provided no Trigger Period is continuing, excess cash in the deposit account will be disbursed to the borrower in accordance with the Moffett Towers – Buildings 3 & 4 Whole Loan documents. If a Trigger Period is continuing (other than a Trigger Period due to a Lease Sweep Period), excess cash in the deposit account will be transferred to an account (the “Cash Collateral Account”) held by the lender as additional collateral for the Moffett Towers – Buildings 3 & 4 Whole Loan.

A “Trigger Period” will commence following the occurrence of (i) July 6, 2029; (ii) an event of default; (ii) a Low DSCR Period; (iv) a Lease Sweep Period; or (v) event of default under the Moffett Towers – Buildings 3 & 4 Mezzanine Loan, and will end at such time, if

ever, as the foregoing clauses (i) to (v) giving rise to the Trigger Period have been cured in the manner set forth in the Moffett Towers – Buildings 3 & 4 Whole Loan documents.

A “Low DSCR Period” will commence if as on any calculation date (i) the Moffett Towers – Buildings 3 & 4 Property is not fully leased to either (a) Facebook or (b) one or more investment grade entities pursuant to a lease(s) that is substantially on the same or better terms as the Facebook lease and (ii) the debt service coverage ratio is less than 1.90x or the debt service coverage ratio including the Moffett Towers – Buildings 3 & 4 Mezzanine Loan is less than 1.50x.

A Lease Sweep Period (other than a Lease Sweep Period triggered by an Insolvency Trigger) will not be triggered (or, if already triggered, may be terminated) if the borrower delivers to the lender an acceptable letter of credit in an amount equal to the Lease Sweep and Debt Service Reserve Cap.

The “Lease Sweep and Debt Service Reserve Cap” means (i) with respect to a Lease Sweep Period continuing solely pursuant to clause (iii) above, $24,544,310 ($35.00 per square foot), (ii) with respect to a Lease Sweep Period continuing solely pursuant to clause (i) above, $35.00 per square foot of terminated space, (iii) with respect to a Lease Sweep Period continuing pursuant to clause (ii) above, whether or not a Lease Sweep Period pursuant to clause (i) and/or (iii) above is concurrently continuing, $50.00 per square foot of dark space or (iv) with respect to clause (v) above, whether or not a Lease Sweep Period pursuant to clause (i), (ii) and/or (iii) above, $35,063,300 ($50.00 per square foot).

The “Lease Sweep Reserve Threshold” means (i) with respect to a Lease Sweep Period continuing under clauses (iii) and/or (v) of the definition thereof, $21,037,980 or (ii) with respect to a Lease Sweep Period continuing under clauses (i) and/or (ii) of the definition thereof, $30.00 per rentable square foot of dark space and/or terminated space, as applicable.

Property Management. The Moffett Towers – Buildings 3 & 4 Property is managed by an affiliate of the borrower.

Subordinate and Mezzanine Indebtedness. The Moffett Towers – Buildings 3 & 4 B-Notes, which have an aggregate principal balance of $155,000,000, are subordinate to the Moffett Towers – Buildings 3 & 4 Senior Loan and accrue at an interest rate of 3.76386% per annum. The Moffett Towers – Buildings 3 & 4 B-Notes are coterminous with the Moffett Towers – Buildings 3 & 4 Senior Loan. The holders of the Moffett Towers – Buildings 3 & 4 B-Notes have entered into a co-lender agreement that sets forth the allocation of collections on the Moffett Towers – Buildings 3 & 4 Whole Loan. Based on the Moffett Towers – Buildings 3 & 4 Whole Loan, the cumulative Cut-off Date LTV, cumulative UW NCF DSCR and cumulative UW NOI Debt Yield are 63.9%, 2.40x and 9.2%, respectively.

Additionally, a $85,000,000 mezzanine loan was funded concurrently with the origination of the Moffett Towers – Buildings 3 & 4 Whole Loan (the “Moffett Towers – Buildings 3 & 4 Mezzanine Loan”), which is secured by the direct equity ownership in the borrower. The Moffett Towers Buildings 3 & 4 Mezzanine Loan is coterminous with the Moffett Towers Buildings 3 & 4 Whole Loan and accrues interest at a per annum rate equal to (i) prior to the ARD, 5.75% and (ii) from and after the ARD, the greater of (a) 7.25% and (b) the 10-year swap rate on the ARD plus 150 basis points. Including the Moffett Towers – Buildings 3 & 4 Whole Loan and Moffett Towers – Buildings 3 & 4 Mezzanine Loan, the total debt Cut-off Date LTV, total debt UW NCF DSCR and total debt UW NOI Debt Yield are 74.7%, 1.91x and 7.9%, respectively.

Right of First Refusal. Pursuant to its leases, Facebook has the right of first refusal to purchase Building 3 and/or Building 4 upon a proposed sale to a direct competitor (which currently includes Alphabet Inc., Amazon, Inc., Apple Inc. and Microsoft Corporation, subject to change each year and capped at four entities).

Terrorism Insurance. The Moffett Towers – Buildings 3 & 4 Whole Loan documents require that the “all risk” insurance policy required to be maintained by the borrower provides coverage for terrorism in an amount equal to the full replacement cost of the Moffett Towers – Buildings 3 & 4 Property, as well as business interruption insurance covering no less than the 24-month period following the occurrence of a casualty event, together with a 12-month extended period of indemnity. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

Earthquake Insurance: The Moffett Towers – Buildings 3 & 4 Property is located within seismic zone 4 and has a probable maximum loss of 3.0%. The Moffett Towers – Buildings 3 & 4 Whole Loan documents do not require earthquake insurance, however the borrower obtained earthquake insurance under a blanket policy with a limit of $170.0 million per occurrence.

The Mortgage Loan. The mortgage loan (“The Alhambra Mortgage Loan”) is part of a whole loan (“The Alhambra Whole Loan”) in the original principal balance of $150,000,000. The Alhambra Whole Loan is secured by a first priority mortgage encumbering the fee interest in a suburban office property located in Alhambra, California (“The Alhambra Property”). The Alhambra Whole Loan consists of three notes totaling $150,000,000, which notes are pari passu with each other. The Alhambra Mortgage Loan represents the non-controlling Notes A-2 and A-3, which have an aggregate original principal balance of $50,000,000. The Alhambra Whole Loan is serviced pursuant to the pooling and servicing agreement for the BANK 2019-BNK18 securitization. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” in the Preliminary Prospectus.

The Borrower and Borrower Sponsors. The borrower is ELITE-TRC Alhambra Community LLC, a Delaware limited liability company structured to be bankruptcy-remote with at least two independent directors (“The Alhambra Borrower”). Legal counsel to The Alhambra Borrower delivered a non-consolidation opinion in connection with the origination of The Alhambra Whole Loan. The borrower sponsors and non-recourse carveout guarantors are Wayne Ratkovich; Future Land International LLC, a Delaware limited liability company; and RM Properties, LLC, a California limited liability company.

Wayne Ratkovich is the President and CEO of The Ratkovich Company (“TRC”), a real estate development company based in Los Angeles, California that Mr. Ratkovich founded in 1977. Specializing in urban infill and rehabilitation projects, TRC’s accomplishments range from large-scale entitlement endeavors to retail, office, entertainment and mixed-use projects. TRC engages in both new development and the re-use of existing buildings, including nearly 20 properties of historic landmark status. Since inception, TRC has developed more than 18.0 million square feet of real estate valued at more than $2.7 billion. RM Properties, LLC is the entity that holds the current operating partner interests of TRC. The current holdings of RM Properties, LLC include San Pedro Public Market, The Alhambra, The Hercules Campus, and 5900 Wilshire.

Future Land International LLC (“Future Land”) is 95.0% indirectly owned by Future Land Development Holdings Co., Ltd., a Shanghai-based, publicly traded company that engages in the development and investment of properties and holds all of Future Land’s U.S. investments. The Alhambra Property is Future Land’s largest investment in the U.S.

While not a borrower sponsor or guarantor, Elite International Investment Fund (“EIIF”) holds an approximately 45.0% equity interest in The Alhambra Borrower. Founded in 2013, EIIF is sponsored by the Chinese investment fund National Federation of Real Estate Chamber of Commerce, which focuses on overseas real estate investment opportunities.

The Property. The Alhambra Property is a 931,891 square foot suburban office property located in Alhambra, California. Situated on two non-contiguous sites totaling 27.7 acres, The Alhambra Property comprises 16 office buildings ranging from one to seven stories totaling 863,470 square feet, a free-standing LA Fitness facility comprising 50,558 square feet, and three retail buildings totaling 17,863 square feet (the “Retail Center”), which are connected to the office component of The Alhambra Property via a pedestrian bridge. The office component of The Alhambra Property was constructed in phases between 1927 and 1981, with the Retail Center built in 2004 and the LA Fitness building constructed in 2009. The Alhambra Property is LEED Gold Certified, has an Energy Star Rating of 91 and contains five Bloom Energy Boxes (fuel cells) that are natural gas fueled and produce approximately 25% of the total energy output, per the appraisal. The Alhambra Property has a campus-like setting with amenities including a walking path, car wash, “giant games”, putting green and a large outdoor common area with complimentary wireless internet. As of April 23, 2019 The Alhambra Property was 89.6% occupied by 40 office tenants and 10 retail tenants. Investment grade tenants account for approximately 65.7% of the NRA and 67.7% of underwritten base rent at The Alhambra Property.

The collateral of The Alhambra Property contains two parking garages and one surface parking lot (known as the “South Parking Area”). The Alhambra Property also has the right to access and use surface parking areas along the north and east of the property (known as the “North Parking Area” and the “Southeast Parcel”; not part of the collateral) pursuant to an easement. In total, the office component of The Alhambra Property currently has access to 3,254 parking spaces, resulting in a parking ratio of 3.5 spaces per 1,000 square feet of NRA (there are an additional 135 surface parking spaces for the Retail Center). The borrower sponsors have submitted an application to pursue the entitlement of the North Parking Area and the Southeast Parcel in order to construct a mixed-use development consisting of for-sale residential townhomes, for-rent apartments, and ground floor retail space. Per the appraisal, the application was submitted in May 2017 and has not yet received entitlements. The construction of this development would result in the loss of approximately 973 parking spaces; however, part of the entitlement entails the borrower sponsor developing a replacement 5-story parking structure, containing 490 parking spaces (the “Date Avenue Parking Structure”), resulting in an estimated total of approximately 2,771 parking spaces, equating to a parking ratio of 3.0 spaces per 1,000 square feet of NRA. The Alhambra Borrower also has the right to release the South Parking Area from the collateral of The Alhambra Whole Loan, which would result in the loss of 503 parking spaces; however, such release requires the completion of and commencement of operations at the Date Avenue Parking Structure as well as evidence that The Alhambra Property complies with all applicable zoning laws and major leases, among other requirements (see “Release of Property” section below). Assuming the loss of parking from the North Parking Area, Southeast Parcel and South Parking Area as well as the completion of the Date Avenue Parking Structure, The Alhambra Property would have access to 2,268 parking spaces, which equates to 2.4 spaces per 1,000 square feet of net rentable area.

Largest Tenant by UW Base Rent: USC (NR/Aa1/AA by Fitch/Moody’s/S&P, 137,334 square feet, 14.7% of Net Rentable Area; 16.6% of underwritten base rent, various lease expiration dates). The University of Southern California (“USC”) is a private university located in Los Angeles and is the largest private employer in the County of Los Angeles. Home to the College of Letters, Arts and Sciences, as well as 21 other academic schools and units, USC had a total enrollment of approximately 47,500 for the 2018-2019 academic year. USC’s Keck School of Medicine, which has its campus approximately 3.1 miles southwest of The Alhambra Property, has been a tenant since October 2000. USC recently expanded its space by 41,182 square feet, executing new leases in May 2018 for 34,711 square feet and January 2019 for 6,471 square feet. USC has one, three-year renewal option at 95.0% of the fair market rental rate following its respective lease expirations in 2020 and 2024.

2^nd Largest Tenant by UW Base Rent: ELARC (AA-/Aa3/AA- by Fitch/Moody’s/S&P, 114,448 square feet, 12.3% of Net Rentable Area; 12.9% of underwritten base rent, various lease expiration dates). The Eastern Los Angeles Regional Center (“ELARC”) is one of 21 regional centers in the state of California and is a private, nonprofit organization that works closely with and is funded by the California Department of Developmental Services. ELARC is responsible for coordinating and providing community-based services to individuals with developmental disabilities, and provides volunteer and career opportunities to community members. ELARC has been a tenant at The Alhambra Property since August 2002. ELARC has one, five-year renewal option at the fair market rental rate following its respective lease expirations in 2025 and 2026.

3^rd Largest Tenant by UW Base Rent: CLA – Public Health (AA-/Aa3/AA- by Fitch/Moody’s/S&P, 109,882 square feet, 11.8% of Net Rentable Area; 12.8% of underwritten base rent, various lease expiration dates). The County of Los Angeles’ (“CLA”) Public Health department works to protect and improve health and well-being of residents in Los Angeles County. Los Angeles County is the largest county in the United States and is home to over 10 million residents and a travel destination for millions each year. CLA – Public Health focuses on reducing health disparities through collaborations with a wide-range of partners. CLA – Public Health has been a tenant at The Alhambra Property since August 2000. CLA – Public Health has the right to terminate its lease with respect to its 50,525 square feet space effective January 1, 2025 with 12 months’ prior notice, subject to a termination fee in an amount equal to unamortized tenant improvement allowance. In addition, a different division of CLA, CLA – Health Finance, leases 68,148 square feet at The Alhambra Property and accounts for 7.3% of the Net Rentable Area and 10.0% of underwritten base rent. Another division of CLA, CLA – Public Works, leases 42,807 square feet at The Alhambra Property and accounts for 4.6% of the net rentable area and 4.7% of underwritten base rent. The headquarters of CLA – Public Works is located adjacent to The Alhambra Property.

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

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

The following table presents historical occupancy percentages at The Alhambra Property:

Appraisal. The appraiser concluded to an “as-is” Appraised Value for The Alhambra Property of $230,500,000 as of February 6, 2019.

Environmental Matters. According to the Phase I environmental site assessment dated March 5, 2019, there was no evidence of any recognized environmental conditions at The Alhambra Property.

Market Overview and Competition. The Alhambra Property is located in Alhambra, Los Angeles County, California, approximately 1.3 miles northwest of Interstate 10 (which provides access westbound to Los Angeles), 2.3 miles northeast of the on/off ramps for Interstate 710 (which provides access southbound to East Los Angeles and Long Beach, California), 6.5 miles northeast of the Los Angeles central business district and 24.5 miles northeast of Los Angeles International Airport. The Alhambra Property is situated approximately 0.1 miles north of the intersection of South Fremont Avenue and Concord Avenue, which, according to a third party market research provider, had a daily traffic count of approximately 44,000 vehicles as of 2017. Approximately 1.9 miles northeast of The Alhambra Property is Renaissance Plaza, a shopping center featuring a Sprouts Farmers Market, Burlington Coat Factory, Ross Dress for Less, Bank of America, Rite Aid, various restaurants and fast casual dining options and a 14-screen Edwards IMAX theater. The Alhambra Property is situated approximately 11.0 miles northeast of the main campus of the University of Southern California, which had a 2018-2019 total enrollment of approximately 47,500 students.

According to a third party market research provider, the estimated 2019 population within a three- and five-mile radius of The Alhambra Property was approximately 270,137 and 775,365, respectively; and the estimated 2019 average household income within the same radii was approximately $83,846 and $80,896, respectively.

Submarket Information – According to a third-party market research report, The Alhambra Property is situated within the Western San Gabriel Valley Office submarket of the Los Angeles Office Market. As of May 1, 2019, the Western San Gabriel Valley Office submarket reported a total inventory of approximately 12.1 million square feet with a 5.0% vacancy rate and average asking rent of $28.40 per square foot, full service gross. The submarket vacancy rate has decreased from 7.9% in 2015 and has averaged 6.7% from 2012 through 2018.

The following table presents certain information relating to the appraiser’s market rent conclusions for the office campus space at The Alhambra Property:

The following table presents certain information relating to the appraiser’s market rent conclusions for the retail center space at The Alhambra Property:

The following table presents certain information relating to comparable office property sales to The Alhambra Property:

The following table presents certain information relating to comparable office leases to The Alhambra Property:

Real Estate Taxes – The Alhambra Whole Loan documents require an upfront real estate tax reserve of $782,527 and ongoing monthly real estate tax reserves in an amount equal to one-twelfth of the real estate taxes that the lender estimates will be payable during the next twelve months (initially $195,631).

Insurance – The Alhambra Whole Loan documents require an upfront insurance reserve of $72,226 and ongoing monthly insurance reserves in an amount equal to one-twelfth of the insurance premiums that the lender estimates will be payable during the next 12 months (initially $24,075).

Replacement Reserve – The Alhambra Whole Loan documents require ongoing monthly replacement reserves of $19,414, subject to a cap of $698,918.

Rollover Reserve – The Alhambra Whole Loan documents require ongoing monthly rollover reserves of $77,658, subject to a cap of $4,000,000 (excluding any deposits of lease termination fees).

Land Entitlement Contingency Reserve – The Alhambra Whole Loan documents require an upfront reserve totaling $6,000,000, which represents the maximum amount of The Alhambra Borrower’s contingent obligations to the seller relating to obtaining the residential construction entitlements at The Alhambra Property.

Rent Concession Reserve – The Alhambra Whole Loan documents require an upfront reserve totaling $2,231,181 for future rent credits or abatements under existing leases.

Existing TI/LC Reserve – The Alhambra Whole Loan documents require an upfront reserve totaling $9,668,624 for outstanding tenant improvements, tenant allowances and leasing commissions related to County of Los Angeles ($7,350,886), ELARC ($1,329,185), CSULA ($556,242) and other tenants ($432,311).

Lockbox and Cash Management. The Alhambra Whole Loan documents require a lender-controlled lockbox with in-place cash management, and that The Alhambra Borrower directs the tenants to pay rent directly into such lockbox account. The Alhambra Whole Loan documents also require that all rents received by The Alhambra Borrower or the property manager be deposited into the cash management account within two business days of receipt. All funds in the lockbox account are required to be swept each business day into the cash management account controlled by the lender and, on each payment date, all funds in the cash management account are required to be applied in accordance with The Alhambra Whole Loan documents. Prior to the occurrence of a Cash Trap Event Period (as defined below), any excess funds will be disbursed to The Alhambra Borrower. During a Cash Trap Event Period, any excess funds remaining after satisfaction of the waterfall items are required to be swept to an excess cash flow subaccount to be held by the lender as additional security for The Alhambra Whole Loan.

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

The “USC Trigger Event Cap” means the product of (i) $50.00 and (ii) the rentable square feet of space which has been vacated to cause the USC Trigger Event.

Property Management. The Alhambra Property is managed by an affiliate of the borrower.

South Parking Area – Following the defeasance lockout date, The Alhambra Borrower may obtain the release of the South Parking Area, provided that, among other things, and in accordance with The Alhambra Whole Loan documents,

Retail Center – Following the defeasance lockout date, The Alhambra Borrower may obtain the release of the Retail Center in connection with a bona fide sale to an unaffiliated third-party, provided that, among other things, and in accordance with The Alhambra Whole Loan documents,

Right of First Refusal. The County of Los Angeles has a right of first refusal (“ROFR”) to purchase The Alhambra Property if The Alhambra Borrower markets The Alhambra Property for sale. The ROFR is not extinguished by foreclosure; however, the ROFR does not apply to foreclosure or deed-in-lieu thereof.

Subordinate and Mezzanine Indebtedness. Solely in connection with a bona fide sale of The Alhambra Property to an unaffiliated third-party person or entity, a permitted mezzanine borrower may incur indebtedness secured by the direct or indirect interests in the borrower in the form of a single mezzanine loan from a mezzanine lender which is acceptable to the lender in its sole discretion, provided that, among other things, and in accordance with The Alhambra Whole Loan documents, (a) no event of default has occurred or is continuing, (b) the aggregate loan to value ratio is required to be less than or equal to 65.1%, (c) the aggregate net cash flow debt service coverage ratio (“NCF DSCR”) is not less than 2.20x, (d) the mezzanine lender is required to enter into an intercreditor agreement with the lender, (e) rating agency confirmation, (f) legal opinions, including a new non-consolidation opinion having been received, (g) if the permitted mezzanine loan is a floating rate loan, such loan will require the permitted mezzanine borrower to obtain and maintain an interest rate cap which will cause the aggregate NCF DSCR immediately following the closing of the permitted mezzanine loan to be no less than 2.20x, (h) the permitted mezzanine loan is required to be coterminous with The Alhambra Whole Loan and (i) in no event will payments be made on the permitted mezzanine loan during a Cash Trap Event Period.

Terrorism Insurance. The Alhambra Whole Loan documents require that the “all risk” insurance policy required to be maintained by The Alhambra Borrower provides coverage for terrorism in an amount equal to the full replacement cost of The Alhambra Property, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a 6-month extended period of indemnity (provided that if TRIPRA or a similar statute is not in effect, The Alhambra Borrower will not be obligated to pay terrorism insurance premiums in excess of two times the premium for the casualty and business interruption coverage on a stand-alone basis).

Earthquake Insurance. The Alhambra Whole Loan documents do not require earthquake insurance. The seismic report indicated a probable maximum loss of 12.0% for The Alhambra Property.

The Mortgage Loan. The mortgage loan (the “One Financial Plaza Mortgage Loan”) is evidenced by a single promissory note secured by a first mortgage encumbering the fee interest in a Class A office building located in Hartford, Connecticut (the “One Financial Plaza Property”). The proceeds of the One Financial Plaza Mortgage Loan were used to acquire the One Financial Plaza Property, to fund reserve escrows and to pay closing costs.

Shelbourne Global Solutions, which controls 50% of the borrower, owns an office building located one block from the One Financial Plaza Property, which secures a securitized commercial mortgage loan, as to which the borrower sponsor is currently negotiating with the special servicer of the securitized loan for a loan modification. See “Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

The Property. The One Financial Plaza Property consists of a 26-story office building, totaling 621,830 SF, on an approximately 2.1-acre site in Hartford, Connecticut. The One Financial Plaza Property is also referred to as “The Gold Building”. The One Financial Plaza Property was originally built in 1974 and went through its most recent renovation between 2015 and 2018. The prior owner of the One Financial Plaza Property spent approximately $14.4 million on major projects and capital upgrades, including replacing the chillers, cooling tower and boiler plant, modernizing the elevators, upgrading the fire alarm system and renovating the garage. Most recently, the main lobby was refurbished and a new fitness center was added to the building. In addition, the One Financial Plaza Property seller invested in tenant build-outs and improvements.

The One Financial Plaza Property was 94.1% leased as of April 30, 2019 to 20 tenants and has had an average occupancy of 91.3% over the last 10 years. The decreased occupancy rates in 2016 and 2017 were caused by the relocation of United Technologies Corporation from its headquarters at the One Financial Plaza Property to its company-owned buildings in Farmington, Connecticut in late 2015.

The One Financial Plaza Property also includes an attached 8-story parking garage with approximately 1,141 spaces (1.8 spaces per 1,000 SF). In conjunction with the acquisition of the One Financial Plaza Property, LAZ Parking will manage the parking garage. The garage is leased by tenants at the One Financial Plaza Property and also generates income through transient, daily, and event parking. Tenants typically lease spaces for between $195 and $250 a month per space. New leases with Virtus Investment Partners, Inc. and Global Atlantic Financial Company provide for additional annual parking income at the One Financial Plaza Property.

Largest Tenant: The Travelers Indemnity Company (200,971 square feet, 32.3% of NRA, 37.4% of underwritten base rent, various lease expirations). Travelers Indemnity Company has been a tenant at the One Financial Plaza Property since 2006 and has executed ten lease amendments and extensions. Most recently, in December 2014, Travelers Indemnity Company extended its five suites at the One Financial Plaza Property to expire between December 2021 and December 2024, and each lease contains one, five-year renewal option. Additionally, not included in the 200,971 square feet of office space, is 9,440 square feet of storage that Travelers Indemnity Company leases at a current base rent of $15.25 PSF, which increases $0.25 PSF each year with the next increase to occur in January 2020. With regard to the third and fourth floors, Travelers Indemnity Company has the right to change the expiration date from December 2024 to February 2020 for a cancelation fee of $100,000. Notice of cancelation to the landlord must be provided before August 31, 2019. Travelers Indemnity Company is an American insurance company that was founded in 1864 in Hartford, Connecticut. While Travelers Indemnity Company maintains a corporate headquarters in Manhattan, Hartford is the home of its largest office. Travelers Indemnity Company’s company-owned offices are across the street from the One Financial Plaza Property. The company has approximately 30,000 employees and 13,500 independent agents.

2^nd Largest Tenant: Virtus Investment Partners, Inc. (64,598 square feet, 10.4% of NRA, 11.5% of underwritten base rent, 4/30/2029 lease expiration). Virtus Investment Partners, Inc. has been in occupancy at the One Financial Plaza Property since January 2019 and has a lease that expires on April 30, 2029, subject to two, five-year renewal options. Virtus Investment Partners, Inc. is a financial advisory and consulting firm that was founded in 1995. The company offers mutual closed-end funds, managed accounts and related services.

3^rd Largest Tenant: Barings LLC (47,240 square feet, 7.6% of NRA, 8.7% of underwritten base rent, 1/31/2023 lease expiration). Barings LLC has been a tenant at the One Financial Plaza Property since 1996 and has executed five lease amendments. Most recently, in October 2017, Barings LLC extended its lease to January 31, 2023 with two, three-year renewal options remaining. Barings LLC provides investment management services to investors across the world with a particular focus on emerging and inefficient markets, asset allocation and specialist fixed income. Barings LLC employs over 2,000 business and investment professionals in 17 countries.

4^th Largest Tenant: Conning & Company (46,684 square feet, 7.5% of NRA, 7.8% of underwritten base rent, 4/30/2029 lease expiration). Conning & Company has been a tenant at the One Financial Plaza Property since 2005 and executed one lease amendment in May 2017. The lease amendment extended the term by 11 years and relocated the tenant to floors 22 and 23. The lease expires on April 30, 2029 with one, five-year renewal option remaining. Additionally, not included in the 46,684 square feet of office space is 738 square feet of storage area included in the Conning & Company lease at a current base rent of $13.00 PSF, which will increase $2.00 PSF in May 2024. Conning & Company has the right to surrender the storage space by giving the landlord not less than 12 months’ advance written notice. Conning & Company is a global investment management firm that serves the insurance industry. Conning & Company supports institutional investors, including pension plans, with investment and asset management products, risk modeling software and industry research.

5^th Largest Tenant: LAZ Parking (34,597 square feet, 5.6% of NRA, 5.9% of underwritten base rent, 6/30/2029 lease expiration). LAZ Parking, an affiliate of Alan Lazowski, one of the non-recourse carveout guarantors, signed a lease for 34,597 square feet at the One Financial Plaza Property in May 2019 for a lease term of 10 years. Lease commencement is expected to occur six months after the later of: (i) June 1, 2019, (ii) the date that the landlord acquired the One Financial Plaza Property, or (iii) the date on which the demolition of the premises is substantially completed pursuant to the lease agreement (but in no event later than June 30, 2019) (the “Commencement Date”). Rent commencement is expected to occur on the first day after a 12 month rent abatement period following the Commencement Date. If landlord fails to deliver the premises with landlord’s work substantially completed on or before the date the tenant completes its tenant improvement work, tenant is entitled to be credited one day of base rent for each day of delay. Gap and free rent for 18 months was fully reserved for by the lender at origination. The lease contains no renewal options. LAZ Parking was founded in 1981 and focuses on a portfolio comprised of managed, leased and owned parking garages. LAZ Parking has over 3,000 locations in 34 different states and manages over 12,000 employees. In connection with the acquisition of the One Financial Plaza Property, LAZ Parking took over management of the garage at the One Financial Plaza Property.

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

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

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

Market Overview and Competition. The One Financial Plaza Property is located within Hartford, Connecticut. Land uses immediately surrounding the One Financial Plaza Property are predominantly high-rise office buildings, municipal buildings, Bushnell Park, museums, educational facilities and residential buildings. Primary access to the One Financial Plaza Property is provided by Interstate 84, Interstate 91, Route 44 and CTtransit buses which provide access throughout the city and neighboring communities. The One Financial Plaza Property is located approximately 16 miles south of the Bradley International Airport. According to the appraisal, as of the third quarter of 2018, the Hartford office market had an inventory of approximately 24 million square feet, overall vacancy in the market of approximately 17.9% and direct Class A asking rent of $24.29 per square foot. The estimated 2018 population within a one-, three- and five- mile radius is 20,267, 155,422 and 281,321, respectively, according to the appraisal. The estimated 2018 median household income within a one-, three- and five- mile radius is $31,790, $34,909 and $50,252, respectively, according to the appraisal.

Submarket Information – According to the appraisal, the Hartford central business district submarket had an inventory of approximately 8.0 million square feet, overall vacancy in the submarket of approximately 20.1% and direct Class A asking rent of $24.09 per square foot.

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

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

The following table presents certain information relating to eight comparable leases to those at the One Financial Plaza Property:

The Mortgage Loan. The mortgage loan (the “29 West 35th Street Mortgage Loan”) is evidenced by a single promissory note secured by a first mortgage encumbering the fee interest in an office property located in New York, New York (the “29 West 35th Street Property”).

The Property. The 29 West 35th Street Property is a 12-story office building totaling 94,737 square feet constructed in 1911 on a 0.2-acre site. The 29 West 35th Street Property is located in Midtown Manhattan on West 35th Street, between Herald Square/Sixth Avenue and Fifth Avenue. Since acquiring the 29 West 35th Street Property in July 2007, the borrower sponsors have invested approximately $2.55 million in capital expenditures for a new fire alarm system, renovated elevator cabs, upgraded store fronts and façade repairs, as well as approximately $7.75 million in tenant improvements. Amenities at the 29 West 35th Street Property include on-site property management & maintenance, 24-hour doorman service and security, newly refurbished entrance, lobby, and elevator cabs, and tenant-controlled HVAC. As of May 1, 2019 the 29 West 35th Street Property was 100.0% occupied by 7 tenants.

Largest Tenant by UW Base Rent: Knotel (39,000 square feet; 41.2% of net rentable area; 40.4% of underwritten base rent) – Knotel is a flexible work-space provider, which offers custom spaces to firms of 50 or more employees. Since its founding in New York in 2016, Knotel has raised approximately $160.0 million in funding. Knotel has more than 3 million square feet across 200 locations in New York, San Francisco, London, Los Angeles, Berlin, Brazil, and Paris, and plans to expand in existing cities and into new markets in the U.S. and overseas. Knotel signed its lease at the 29 West 35th Street Property in January 2019, took possession of its space on May 1, 2019, and is expected to open for business in August 2019. Knotel has a lease expiration date of September 30, 2029. Knotel does not have any extension options or termination options.

2^nd Largest Tenant by UW Base Rent: Sprinklr, Inc. (32,800 square feet; 34.6% of net rentable area; 32.8% of underwritten base rent) – Founded in 2009, Sprinklr, Inc. (“Sprinklr”) is a social media marketing and management platform company, providing social media management systems for major brands including Nike, McDonald’s and Microsoft, among others. Sprinklr helps the brands execute marketing, advertising, care, sales, research, and commerce on Facebook, Twitter, LinkedIn, and 21 other channels globally, all on one integrated platform. Sprinklr is headquartered at the 29 West 35th Street Property, has been a tenant since July 2013 and has one, 3-year extension option following its December 2020 lease expiration.

Market Overview and Competition. The 29 West 35th Street Property is located in Midtown Manhattan, New York, New York, approximately 0.2 miles north of the Empire State Building, 0.4 miles south of the New York Public Library, 0.5 miles east of Penn Station, and 0.7 miles southwest of Grand Central Terminal. The 29 West 35th Street Property is located near the West 34th Street retail corridor anchored by Macy’s Herald Square location, which is less than a block west of the 29 West 35th Street Property. This store represents Macy’s flagship location in New York, generates over $900 million in annual sales and draws an average of 35,000 shoppers per day. Furthermore, 34th Street attracts over 70,000 pedestrians a day.

The 29 West 35th Street Property is located near numerous modes of public transportation. The Port Authority Trans-Hudson (“PATH”) and B, D, F, M, Q, N, and R trains are all accessible via the 34th Street–Herald Square station (0.1 mile southwest). Additional subway access is available at Seventh Avenue and 34th Street (1, 2, 3 trains), and Eighth Avenue and 34th Street (A, C, E trains). Commuter rail stations are situated at Seventh Avenue and West 32nd Street to 34th Street (Penn Station), and Park Avenue and West 42nd Street (Grand Central Terminal). These commuter lines serve New Jersey and Long Island via Penn Station and Westchester and Putnam Counties in New York, and Western Connecticut via Grand Central Terminal. Penn Station also offers long distance rail service and is a major stop on Amtrak’s Northeast Corridor service, between Boston and Washington, D.C.

According to a third-party market research report, the 29 West 35th Street Property is situated within the Grand Central office submarket of the Midtown Office Market. As of the first quarter of 2019, the Grand Central submarket reported a total inventory of approximately 46.4 million square feet of office space across 85 buildings with an 8.2% vacancy rate and average asking rent of $75.82 per square foot, gross. The appraiser concluded to market rents for the 29 West 35^th Street Property of $46.00 per square foot for floors 2 through 5, $48.00 per square foot for floors 6 through 9, $50.00 per square foot for floors 10 and 11, and $53.00 per square foot for floor 12.

The following table presents certain information relating to the tenancy at the 29 West 35th Street Property:

The following table presents certain information relating to the lease rollover schedule at the 29 West 35th Street Property:

The following table presents historical occupancy percentages at the 29 West 35th Street Property:

The Mortgage Loan. The mortgage loan (the “Ford Factory Mortgage Loan”) is a part of a whole loan (the “Ford Factory Whole Loan”) in the aggregate original principal amount of $135,000,000. The Ford Factory Whole Loan is secured by a first priority fee mortgage on a 257,028 square feet office property located in Los Angeles, California (the “Ford Factory Property”). The Ford Factory Mortgage Loan represents the non-controlling Note A-2. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement-Servicing of the Non-Serviced Mortgage Loan” in the Preliminary Prospectus.

The Property. The Ford Factory Property is a Class A, LEED Gold certified, creative office building designed by the architecture firm Rockwell Group and located in the Arts District neighborhood of downtown Los Angeles, California. The Ford Factory Property is comprised of 257,028 square feet of office space plus a six-story parking garage containing 762 spaces (approximately 3.0 spaces per 1,000 square feet). Amenities include complimentary car valet service, a fitness center, on-site café, outdoor patio space, and a rooftop patio with unobstructed views of downtown Los Angeles. The ground floor can be used as a full performance space.

The Ford Factory Property was originally constructed as four separate industrial buildings: (i) a five-story tower plus basement that was constructed in 1912 as one of the original Ford Model-T manufacturing facilities; (ii) annexed to such five-story tower is a two-story storage facility that was built in 1984; (iii) a two-story original assembly plant building that was constructed in 1923; and (iv) a two-story cold storage facility that was built in 1996. The four buildings were used by Ford until 1972, then from 1972 to 2005 were used by the Imperial Toy Factory as its headquarters, and afterwards the property was used as a self storage facility. In 2014, the Ford Factory Property was acquired vacant and underwent an approximately $90 million extensive interior and exterior renovation which was completed in 2019. The renovations included a new façade, roof and structural upgrades for the buildings, creation of the parking garage and studio, and a comprehensive tenant buildout. Approximately $300 per square feet of tenant improvements were invested into the space, of which the landlord provided $18,763,044 ($73.00 per square feet) and the tenant contributed the remainder.

The Ford Factory Property is 100% leased to WMG Acquisition Corp (“WMG”) on a triple-net lease that was signed on October 7, 2016, commenced on August 1, 2017, and expires on April 30, 2030. WMG took occupancy in March 2019. The lease requires annual base rent of $41.38 per square feet as of August 2019, with annual rent increases of 3.0%, plus annual rent of $1,712,412 as of August 2019 for parking, with annual increases of 2.0%. The lease contains one 10-year renewal option at market rents, which must be exercised 18 months prior to the initial lease expiration. The tenant received the equivalent of twelve months of free rent, which abatement period has expired, and a landlord contribution of $18,763,044 for tenant improvements, of which $6,565,530 is still outstanding and has been fully reserved by the lender. The lease does not contain any termination options. As a security deposit under its lease, WMG delivered a letter of credit in the amount of $15,448,000 that is subject to various reductions during the lease term. WMG is under common control with the Ford Factory Borrower, the non-recourse carveout guarantor and the borrower sponsor.

Warner Music Group Corp., the parent company of WMG, is a global entertainment and music company, operating music publisher Warner/Chappell Music and major record labels including Elektra Records, Warner Bros Records, Parlaphone, and Atlantic Records. After having consolidated operations from offices in Burbank, the Ford Factory Property is now Warner Music Group Corp.’s new west coast headquarters, home to Rhino, WEA, ADA, Warner Bros Records, Atlantic Records and Warner/Chappell Music. Warner Music Group Corp. was acquired by Access Industries (the borrower sponsor) in 2011 for $3.3 billion and reported total revenue of $4.0 billion in its 2018 fiscal year. Warner Music Group Corp. is rated “BB-” by S&P.

The following table presents certain information relating to the tenancy at the Ford Factory Property:

The following table presents certain information relating to the lease rollover schedule at the Ford Factory Property:

Market Overview. The Ford Factory Property is located at 777 South Santa Fe Avenue in the Arts District neighborhood of downtown Los Angeles, California. According to the appraisal, the area was the former industrial center in Los Angeles during the early 20th century, but recently there has been a revitalization in the area. There has been a significant amount of development in the submarket, including the redevelopment of traditional and obsolete industrial and office spaces into modern creative office uses, the development of commercial retail/restaurant spaces, and a high concentration of multifamily development creating a live/work environment in the Downtown area. Creative users in the media, fashion, advertising, and architecture industries are attracted to the creative office space in the Downtown market, as a cheaper option compared to the West Los Angeles market. Adjacent to the Ford Factory Property will be the Soho House private club, currently under construction and taking over a former five-story warehouse building, which will feature three restaurants, six bars, a gym and a rooftop pool. Also under construction adjacent to the Ford Factory Property is a five-story multifamily building.

The area is accessed by the Interstates 5, 10 and 101 and State Route-60 each with interchanges approximately 0.5 miles west of the Ford Factory Property. The Los Angeles Metropolitan Transit Authority also provides public bus service in the area. The Los Angeles International Airport is located approximately ten miles southwest of the neighborhood.

According to the appraisal, the estimated 2018 population within a one-, three- and five-mile radius of the Ford Factory Property was 17,913, 399,186 and 1,238,309, respectively. The estimated 2018 average household income within the same radii was $50,383, $51,025 and $53,831, respectively.

The Ford Factory Property is located in the Downtown submarket of the Los Angeles office market. According to a third party research provider, as of the fourth quarter of 2018, the Downtown submarket contained approximately 40.3 million square feet of Class A office product with a vacancy rate of 13.5% and average annual asking rents of $44.16 per square feet. In the last five years, asking rents for Class A office space in the submarket have increased year-over-year by between 3.1% and 8.5%, while vacancy has decreased by an aggregate of 2.8%.

Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the Ford Factory Property:

The Mortgage Loan. The mortgage loan (the “Marriott Downtown Orlando Mortgage Loan”) is evidenced by a single promissory note secured by a first mortgage encumbering the fee interest in a full-service hotel located in Orlando, Florida (the “Marriott Downtown Orlando Property”).

The Property. The Marriott Downtown Orlando Property is a fourteen-story, 297-room all-suite, full service hotel located in Orlando, Florida. The Marriott Downtown Orlando Property was built in 1986 and significantly renovated in 2017. The related borrower sponsor acquired the Marriott Downtown Orlando Property in 2015 and invested $25,292,619 in construction and renovation costs, as well as $3,242,084 in pre-opening, interest and carrying costs. The construction and renovations were completed in late 2017 and the Marriott Downtown Orlando Property re-opened in December 2017.

The Marriott Downtown Orlando Property guestroom configuration includes 139 king rooms (including 21 club level), 134 queen room (including 23 club level), 20 king executive rooms, 2 king suites, 1 accessible suite and 1 presidential suite. The Marriott Downtown Orlando Property provides a full amenity package including 11,592 square feet of meeting space in 8 breakout rooms, an outdoor swimming pool, indoor whirlpool, lobby workstations, room service, guest laundry area, market pantry and Shade Bar and Grill. Additionally, the Marriott Downtown Orlando Property has the first 24-hour M Club lounge in Central Florida, which is available to Marriott Bonvoy members and provides complimentary and for sale food and beverages. The improvements are located on a 2.13 acre site, and parking is provided for 115 vehicles (0.4 spaces per room) via the onsite two-level parking garage, which was added in 2017. The Marriott Downtown Orlando Property has an initial 20-year franchise agreement which expires December 2037.

Market Overview and Competition. Marriott Downtown Orlando Property is located in Downtown Orlando, less than 8 miles northwest of the Orlando International Airport and 17 miles southwest of the Orlando Sanford International Airport. The Marriott Downtown Orlando Property is located within the Parramore neighborhood which is defined by Colonial Drive to the north, Rosalind Avenue to the east, State Highway 408 to the south and Parramore Avenue to the west. The neighborhood is characterized by high-rise office buildings, government entities, entertainment venues, restaurants and retail stores. Specific businesses in the area include Bob Carr Theater, UCF Center for Emerging Media, Orlando City Stadium, Amway Center, Dr. Phillips Center for the Performing Arts, Orange County Courthouse and various city, county, state and federal offices.

Orlando is one of the nation’s foremost vacation destinations, anchored by Walt Disney World Resort and Universal Orlando. Orlando is also the major center for commerce in the Central Florida region. The Central Florida Research Park, totaling more than 1,000 acres, is ranked as one of the top ten research parks in the nation and is home to over 125 companies. Moreover, the University of Central Florida (UCF) is the second-largest university in the nation, with more than 60,000 students. According to Visit Orlando, over 72 million people visited Orlando in 2017, representing a 5.9% increase over 2016 and reaching a new peak level for the eighth consecutive year. The major employers in the Orlando area include Walt Disney World Resort (74,200), Advent Health (28,959), Universal Orlando Resort (25,000), Publix (19,783), Orlando Health (19,032) and the Orlando International Airport (18,000).

According to the appraisal, as of February 2019, the unemployment rates are 3.2% and 3.4% for the Orlando MSA and the State of Florida, respectively. The 2019 estimated population within a one-, three- and five-mile radius of the Marriott Downtown Orlando Property is 20,600, 92,985 and 292,983, respectively. The estimated average household income within the same radii was $84,089, $84,956 and $75,017, respectively.

According to the appraisal, there are two hotels in the Orlando area that are anticipated to directly compete with the Marriott Downtown Orlando Property. A 180-room AC Hotel by Marriott at Tremont Tower located approximately 0.7 miles north of the Marriott Downtown Orlando Property, expected to open in October 2020 and a 112-room Hilton Garden Inn approximately 0.8 miles northeast of the Marriott Downtown Orlando Property, expected to open in February 2021.

The Mortgage Loan. The mortgage loan (the “450-460 Park Avenue South Mortgage Loan”) is part of a whole loan (the “450-460 Park Avenue South Whole Loan”) in the original principal balance of $75,000,000. The 450-460 Park Avenue South Whole Loan is secured by a first priority mortgage encumbering the fee interest in a class B office property in New York, New York (the “450-460 Park Avenue South Property”). The 450-460 Park Avenue South Mortgage Loan represents the non-controlling Note A-2, which had an original principal balance of $30,000,000. The 450-460 Park Avenue South Whole Loan is serviced pursuant to the pooling and servicing agreement for the WFCM 2019-C51 securitization. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” in the Preliminary Prospectus.

The Borrower and Borrower Sponsors. The borrower is 460 Park Avenue South Associates LLC, a New York limited liability company (the “450-460 Park Avenue South Borrower”) 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 450-460 Park Avenue South Whole Loan. The borrower sponsors and non-recourse carve-out guarantors of the 450-460 Park Avenue South Whole Loan are Joseph Moinian, Jacob Orfali and David Adelipour. Messrs. Moinian, Orfali and Adelipour each hold an equity interest of approximately 33.3% in the 450-460 Park Avenue South Borrower.

Joseph Moinian founded The Moinian Group (“Moinian”), a privately held real estate firm that develops, owns and operates properties across multiple asset categories, including office, hotel, retail, condos and rental apartments. Since its founding in 1982, Moinian has amassed a portfolio in excess of 20 million square feet across major markets including New York, Chicago, Dallas and Los Angeles. Moinian’s current portfolio comprises 12 commercial properties in Downtown, Midtown and Midtown South, New York City and an additional four commercial properties in Chicago, Los Angeles, Dallas and New Jersey. Moinian acquired the 450-460 Park Avenue South Property in 1982.

The Property. The 450-460 Park Avenue South Property comprises a 12-story (plus lower level), class B office building totaling 182,845 square feet and located within the Midtown South area of Manhattan in New York, New York. Constructed in 1912 and most recently renovated from 2018 to 2019, the 450-460 Park Avenue South Property is situated on a 0.3-acre (13,345 square foot) parcel and comprises two separate lobby entrances along Park Avenue South. The recent renovations totaled approximately $5.6 million and included renovations to the lobby and the first two floors, including windows and the building façade. The 450-460 Park Avenue South Property features open-space layouts and exposed ceilings. As of May 1, 2019, the 450-460 Park Avenue South Property was 95.1% leased to 15 tenants across various industries, including real estate, information technology, healthcare, marketing, education and financial services. Approximately 6.7% of the net rentable area and 17.0% of the underwritten base rent at the 450-460 Park Avenue South Property is attributed to four ground floor and lower level retail tenants with frontage along Park Avenue South and East 31^st Street.

Largest Tenant: WeWork (76,373 square feet; 41.8% of net rentable area; 43.4% of underwritten base rent; 8/31/2034 lease expiration) – WeWork provides furnished and fully-serviced shared workspaces, primarily to small and midmarket enterprises. The company also provides access to health care, payment processing, IT support, payroll, and legal, among other services. According to the appraisal, WeWork currently leases approximately 25 million square feet of space across 562 locations in 86 cities, including the United States, Israel, Mexico, China, France, South Korea, Australia, the United Kingdom, Hong Kong, Germany, and the Netherlands. WeWork’s lease at the 450-460 Park Avenue South Property commenced in August 2018 and has one, 5-year renewal option remaining following its August 2034 lease expiration. WeWork is currently in a partial rent abatement period (see “Major Tenants” table below), and all remaining rent concessions and tenant improvements related to WeWork were reserved for in conjunction with the origination of the 450-460 Park Avenue South Whole Loan (see “Escrows” section). The entity on the WeWork lease is 460 Park Ave South Tenant LLC, and the lease is guaranteed by WeWork Companies Inc. The maximum aggregate liability of the lease guarantor is limited to $10,081,236; and beginning August 2021, as of the commencement of each lease year, as long as the tenant is not then in monetary or material non-monetary default under its lease beyond any applicable notice and cure periods, the lease guarantor’s cap on liability will be reduced by $840,103 per year.

2^ndLargest Tenant: Deep Focus (23,400 square feet; 12.8% of net rentable area; 8.0% of underwritten base rent; 8/31/2020 lease expiration) – Deep Focus currently subleases all of its space to ShopKeep.com Inc. (“ShopKeep”) pursuant to a sublease agreement dated June 30, 2016. ShopKeep is a cloud-based iPad point of sale system provider headquartered in New York, New York. Founded in 2008, ShopKeep enables customers to accept multiple types of payment on an iPad and provides features such as automatic inventory tracking, employee management and real time sales reporting. ShopKeep’s platform encompasses approximately $289 million in annual transaction volume and serves over 25,000 customers in the United States. ShopKeep’s sublease is coterminous with the Deep Focus direct lease at the 450-460 Park Avenue South Property with a lease expiration date of August 2020. See “Major Tenants” below for information related to rental rates of the direct lease and sublease.

3^rdLargest Tenant: Fusion Learning Inc. (14,070 square feet; 7.7% of net rentable area; 7.3% of underwritten base rent; 6/21/2022 & 6/20/2023 lease expiration) – Fusion Learning Inc. (“Fusion”) is a fully accredited private learning center with 58 locations throughout the United States. Fusion’s programing is customized for strengths, interests and learning style, with one teacher and one student per classroom. Fusion has been a tenant at the 450-460 Park Avenue South Property since November 2012, originally leasing 8,270 square feet and expanding into an additional 5,800 square feet in March 2015. Fusion’s lease for its original 8,270 square foot space expires in June 2023 and its lease for its 5,800 square foot space expires in June 2022.

No other tenant accounts for more than 4.4% of the net rentable area or 6.8% of underwritten base rent at the 450-460 Park Avenue South Property.

The following table presents certain information relating to the tenancy at the 450-460 Park Avenue South Property:

The following table presents certain information relating to the lease rollover schedule at the 450-460 Park Avenue South Property:

The following table presents historical occupancy percentages at the 450-460 Park Avenue South Property:

Appraisal. The appraiser concluded to an “as-is” Appraised Value for the 450-460 Park Avenue South Property of $205,000,000 as of March 26, 2019. The appraiser also concluded to a land value of $90,000,000 as of March 26, 2019.

Environmental Matters. According to the Phase I environmental site assessment dated March 28, 2019, there was no evidence of any recognized environmental conditions at any of the 450-460 Park Avenue South Property.

Market Overview and Competition. The 450-460 Park Avenue South Property is situated on the southwest corner of the intersection of Park Avenue South and East 31st Street within the Midtown South area of Manhattan, New York, New York. The 450-460 Park Avenue South Property is situated approximately two blocks south of the 33rd Street Subway station (which services the 6 train), three blocks northeast of the 28th Street subway station located on Broadway (which services Q and R lines), four blocks southeast of the 34th Street-Herald Square subway station (which services the B, D, F, M, N, Q, R W lines and is the third busiest Subway station according to the most recently published data by the Metropolitan Transportation Authority (MTA) in 2016), and 10 blocks south of the Grand Central Terminal. Madison Square Park, a 6.2-acre public park that opened in 1847, is located approximately four blocks south of the 450-460 Park Avenue South Property. Notable landmarks and historical buildings that surround Madison Square Park include the Flatiron Building, the Toy Center, the New York Life Building, 11 Madison Avenue, the Met Life Tower, and One Madison Park. According to a third party market research provider, the estimated 2019 population within a three- and five-mile radius of the 450-460 Park Avenue South Property was approximately 1,316,611 and 2,958,592, respectively; and the estimated 2019 average household income within the same radii was approximately $136,553 and $115,374, respectively.

Submarket Information – According to a third-party market research report, the 450-460 Park Avenue South Property is situated within the Murray Hill submarket of the New York Office Market. As of May 29, 2019, the Murray Hill submarket reported a total inventory of approximately 15.0 million square feet with a 7.5% vacancy rate. The appraiser concluded to market rents ranging from $68.00 to $72.00 per square foot, modified gross, for the office space at the 450-460 Park Avenue South Property and $30.00 to $275.00 per square foot, modified gross, for the retail space (see tables below). According to the appraisal, the weighted average contractual rental rate at the 450-460 Park Avenue South Property is approximately 15.4% below market rent.

Appraiser’s Comp Set – The appraiser identified eight directly competitive office properties totaling approximately 1.9 million square feet, with an average occupancy rate of 94.6% and base rents ranging from $61.00 to $87.00 per square foot, modified gross.

The following table presents certain information relating to the appraiser’s market rent conclusions for the 450-460 Park Avenue South Property:

The table below presents certain information relating to comparable sales pertaining to the 450-460 Park Avenue South Property identified by the appraiser:

The following table presents certain information relating to comparable office leases for the 450-460 Park Avenue South Property:

Real Estate Taxes – Upon the occurrence and continuance of a Cash Trap Event Period (see “Lockbox and Cash Management” section), the 450-460 Park Avenue South Whole Loan documents require ongoing monthly real estate tax reserves in an amount equal to one-twelfth of the real estate taxes that the lender estimates will be payable during the next 12 months.

Insurance – Upon the occurrence and continuance of a Cash Trap Event Period, the 450-460 Park Avenue South Whole Loan documents require ongoing monthly insurance reserves in an amount equal to one-twelfth of the insurance premiums that the lender estimates will be payable for the renewal of the coverage during the next 12 months; provided, however, the 450-460 Park Avenue South Whole Loan documents do not require ongoing monthly escrows for insurance premiums as long as (i) no event of default has occurred and is continuing, (ii) the 450-460 Park Avenue South Borrower (or borrower affiliate) provides the lender with evidence that the 450-460 Park Avenue South Property’s insurance coverage is included in a blanket policy and such policy is in full force and effect and (iii) the 450-460 Park Avenue South Borrower pays all applicable insurance premiums and provides the lender with evidence of timely payment of insurance premiums/renewals.

Replacement Reserve – Upon the occurrence and continuance of a Cash Trap Event Period, the 450-460 Park Avenue South Whole Loan documents require ongoing monthly replacement reserves of $3,047, which the lender may require the 450-460 Park Avenue South Borrower to increase (not more than once per year) if the lender reasonably determines such increase is necessary to maintain the proper operation of the 450-460 Park Avenue South Property.

Leasing Reserve – Upon the occurrence and continuance of a Cash Trap Event Period, the 450-460 Park Avenue South Whole Loan documents require ongoing monthly rollover reserves of $18,284.

Rent Concession Reserve – The 450-460 Park Avenue South Whole Loan documents require an upfront reserve of $2,438,878 for outstanding rent concessions related to Dig Inn ($157,500), TD Bank ($234,409) and WeWork ($2,046,969).

Existing TI/LC Reserve – The 450-460 Park Avenue South Whole Loan documents require an upfront reserve of $4,509,708 for outstanding TI/LCs related to Dig Inn ($447,051), TD Bank ($84,222) and WeWork ($3,978,434).

Lockbox and Cash Management. The 450-460 Park Avenue South Whole Loan documents require that the borrower establish and maintain a lender-controlled lockbox account, which is already in-place, and that the 450-460 Park Avenue South Borrower direct all tenants to pay rent directly into such lockbox account. The 450-460 Park Avenue South Whole Loan documents also require that all rents received by the 450-460 Park Avenue South Borrower or the property manager be deposited into the lockbox account within two business days of receipt. Prior to the occurrence of a Cash Trap Event Period, all funds on deposit in the lockbox account will be disbursed to the 450-460 Park Avenue South Borrower. During a Cash Trap Event Period, all funds in the lockbox account are required to be swept each business day into the cash management account controlled by the lender and, on each payment date, all funds in the cash management account are required to be applied in accordance with the 450-460 Park Avenue South Whole Loan documents.

During a Cash Trap Event Period, any excess cash flow remaining after satisfaction of the waterfall items is required to be swept to an excess cash flow subaccount to be held by the lender as additional security for the 450-460 Park Avenue South Whole Loan.

A Cash Trap Event Period will end upon the occurrence of the following (provided no other Cash Trap Event Period exists):

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

(a) the date on which at least 90% of the gross leasable area of the WeWork space has been leased by one or more tenants in accordance with the 450-460 Park Avenue South Whole Loan documents, each of which (1) has taken actual possession of the WeWork space, (2) is open for business and (3) has commenced payment of rent at a base rental rate of not less than $75 per leasable square foot;

(b) the total amount of funds on deposit in the excess cash flow subaccount equals at least $5,727,975 ($75.00 per square foot on the WeWork space); or

(c) the NCF DSCR (excluding any rental income attributed to WeWork) being greater than or equal to 1.50x for two consecutive calendar quarters.

Property Management. The 450-460 Park Avenue South Property is managed by an affiliate of the borrower.

Terrorism Insurance. The 450-460 Park Avenue South Whole Loan documents require that the “all risk” insurance policy required to be maintained by the borrower provides coverage for terrorism in an amount equal to the full replacement cost of the 450-460 Park Avenue South Property, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a 6-month extended period of indemnity.

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

	Class	Expected Ratings (Fitch/KBRA/S&P)⁽¹⁾	Approximate Initial Certificate Balance or Notional Amount⁽²⁾	Approx. Initial Credit Support⁽³⁾	Pass-Through Rate Description	Weighted Average Life (Years)⁽⁴⁾	Expected Principal Window⁽⁴⁾	Certificate Principal to Value Ratio⁽⁵⁾	Certificate Principal U/W NOI Debt Yield⁽⁶⁾
	Offered Certificates
	A-1	AAAsf/AAA(sf)/AAA(sf)	$25,345,000	30.000%	⁽⁷⁾	2.83	09/19 - 08/24	39.4%	19.0%
	A-SB	AAAsf/AAA(sf)/AAA(sf)	$44,620,000	30.000%	⁽⁷⁾	7.43	08/24 - 04/29	39.4%	19.0%
	A-2	AAAsf/AAA(sf)/AAA(sf)	⁽⁸⁾	30.000%	⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	39.4%	19.0%
	A-3	AAAsf/AAA(sf)/AAA(sf)	⁽⁸⁾	30.000%	⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	39.4%	19.0%
	X-A	AAAsf/AAA(sf)/AAA(sf)	$866,142,000⁽⁹⁾	N/A	Variable⁽¹⁰⁾	N/A	N/A	N/A	N/A
	X-B	A-sf/AAA(sf)/A-(sf)	$249,016,000⁽¹¹⁾	N/A	Variable⁽¹²⁾	N/A	N/A	N/A	N/A
	A-S	AAAsf/AAA(sf)/AA+(sf)	$153,122,000	17.625%	⁽⁷⁾	9.94	07/29 - 07/29	46.3%	16.1%
	B	AA-sf/AA-(sf)/AA-(sf)	$49,494,000	13.625%	⁽⁷⁾	9.94	07/29 - 07/29	48.6%	15.4%
	C	A-sf/A-(sf)/A-(sf)	$46,400,000	9.875%	⁽⁷⁾	9.94	07/29 - 07/29	50.7%	14.7%
	Non-Offered Certificates
	X-D	BBB-sf/BBB-(sf)/NR	$51,041,000⁽¹³⁾	N/A	Variable⁽¹⁴⁾	N/A	N/A	N/A	N/A
	X-FG	NR/BB-(sf)/NR	$26,293,000⁽¹⁵⁾	N/A	Variable⁽¹⁶⁾	N/A	N/A	N/A	N/A
	X-H	NR/B-(sf)/NR	$12,374,000⁽¹⁷⁾	N/A	Variable⁽¹⁸⁾	N/A	N/A	N/A	N/A
	X-J	NR/NR/NR	$32,480,575⁽¹⁷⁾	N/A	Variable⁽¹⁸⁾	N/A	N/A	N/A	N/A
	D	BBBsf/BBB(sf)/NR	$27,840,000	7.625%	⁽⁷⁾	9.94	07/29 - 07/29	52.0%	14.4%
	E	BBB-sf/BBB-(sf)/NR	$23,201,000	5.750%	⁽⁷⁾	9.94	07/29 - 07/29	53.0%	14.1%
	F	BBsf/BB+(sf)/NR	$13,920,000	4.625%	⁽⁷⁾	9.94	07/29 - 07/29	53.7%	13.9%
	G	NR/BB-(sf)/NR	$12,373,000	3.625%	⁽⁷⁾	9.94	07/29 - 07/29	54.2%	13.8%
	H	NR/B-(sf)/NR	$12,374,000	2.625%	⁽⁷⁾	9.94	07/29 - 07/29	54.8%	13.6%
	J	NR/NR/NR	$32,480,575	0.000%	⁽⁷⁾	9.94	07/29 - 08/29	56.3%	13.3%
		Non-Offered Eligible Vertical Interest
	RR Interest	NR/NR/NR	$65,123,504.00	N/A	WAC⁽¹⁹⁾	9.64	09/19 - 08/29	N/A	N/A

Notes:
⁽¹⁾	The expected ratings presented are those of Fitch Ratings, Inc. (“Fitch”), Kroll Bond Rating Agency, Inc. (“KBRA”) and S&P Global Ratings (“S&P”), which the depositor hired to rate the Offered Certificates. One or more other nationally recognized statistical rating organizations that were not hired by the depositor may use information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise, to rate or provide market reports and/or published commentary related to the Offered Certificates. We cannot assure you as to what ratings a non-hired nationally recognized statistical rating organization would assign or that its reports will not express differing, possibly negative, views of the mortgage loans and/or the Offered Certificates. The ratings of each Class of Offered Certificates address the likelihood of the timely distribution of interest and, except in the case of the Class X-A and X-B Certificates, the ultimate distribution of principal due on those Classes on or before the Rated Final Distribution Date. 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” in the Preliminary Prospectus, expected to be dated July 16, 2019 (the “Preliminary Prospectus”). Fitch, KBRA and S&P have informed us that the “sf” designation in their ratings represents an identifier for structured finance product ratings.
⁽²⁾	The certificate balances and notional amounts set forth in the table are approximate. The actual initial certificate balances and notional amounts may be larger or smaller depending on the initial pool balance of the mortgage loans definitively included in the pool of mortgage loans, which aggregate cut-off date balance may be as much as 5% larger or smaller than the amount presented in the Preliminary Prospectus. In addition, the notional amounts of the Class X-A, Class X-B, Class X-D, Class X-FG, Class X-H and Class X-J certificates (collectively referred to herein as Class X certificates) may vary depending upon the final pricing of the classes of principal balance certificates whose certificate balances comprise such notional amounts and, if as a result of such pricing the pass-through rate of any class of the Class X certificates would be equal to zero at all times, such class of certificates will not be issued on the closing date of this securitization.
⁽³⁾	The approximate initial credit support with respect to the Class A-1, A-SB, A-2 and A-3 Certificates represents the approximate credit enhancement for the Class A-1, A-SB, A-2 and A-3 Certificates in the aggregate. The RR Interest only provides credit support to the limited extent that losses incurred on the underlying mortgage loans are allocated to it, on the one hand, and to the Offered Certificates and the Non-Offered Certificates, on the other hand, pro rata, in accordance with their respective Percentage Allocation Entitlements.
⁽⁴⁾	Weighted Average Lives and Expected Principal Windows are calculated based on an assumed prepayment rate of 0% CPR and the “Structuring Assumptions” described under “Yield and Maturity Considerations—Weighted Average Life” in the Preliminary Prospectus.
⁽⁵⁾	The Certificate Principal to Value Ratio for each Class of Certificates (other than the Class A-1, A-SB, A-2 and A-3 Certificates) is calculated as the product of (a) the weighted average Cut-off Date LTV Ratio for the mortgage loans and (b) a fraction, the numerator of which is the total initial Certificate Balance of such Class of Certificates and all Classes of Principal Balance Certificates senior to such Class of Certificates and the denominator of which is the total initial Certificate Balance of all of the Principal Balance Certificates (other than the RR Interest). The Certificate Principal to Value Ratio for each of the Class A-1, A-SB, A-2 and A-3 Certificates is calculated in the aggregate for those Classes as if they were a single Class and is calculated as the product of (a) the weighted average Cut-off Date LTV Ratio for the mortgage loans and (b) a fraction, the numerator of which is the total initial aggregate Certificate Balances of such Classes of Certificates and the denominator of which is the total initial Certificate Balance of all of the Principal Balance Certificates (other than the RR Interest). In any event, however, excess mortgaged property value associated with a mortgage loan will not be available to offset losses on any other mortgage loan.

⁽⁶⁾	The Certificate Principal U/W NOI Debt Yield for each Class of Certificates (other than the Class A-1, A-SB, A-2 and A-3 Certificates) is calculated as the product of (a) the weighted average U/W NOI Debt Yield for the mortgage loans and (b) a fraction, the numerator of which is the total initial Certificate Balance of all of the Classes of Principal Balance Certificates (other than the RR Interest) and the denominator of which is the total initial Certificate Balance for such Class of Certificates and all Classes of Principal Balance Certificates senior to such Class of Certificates. The Certificate Principal U/W NOI Debt Yield for each of the Class A-1, A-SB, A-2 and A-3 Certificates is calculated in the aggregate for those Classes as if they were a single Class and is calculated as the product of (a) the weighted average U/W NOI Debt Yield for the mortgage loans and (b) a fraction, the numerator of which is the total initial Certificate Balance of all of the Classes of Principal Balance Certificates (other than the RR Interest) and the denominator of which is the total aggregate initial Certificate Balances for the Class A-1, A-SB, A-2 and A-3 Certificates. In any event, however, cash flow from each mortgaged property supports only the related mortgage loan and will not be available to support any other mortgage loan.
⁽⁷⁾	The pass-through rates for the Class A-1, A-SB, A-2, A-3, A-S, B, C, D, E, F, G, H and J Certificates will, in each case, be one of the following: (i) a fixed rate per annum, (ii) 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, (iii) a variable rate per annum equal to the lesser of (a) a fixed rate and (b) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date or (iv) 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 minus a specified percentage. 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.
⁽⁸⁾	The exact initial certificate balances of the Class A-2 and A-3 Certificates are unknown and will be determined based on the final pricing of those classes of certificates. However, the respective approximate initial certificate balances, weighted average lives and principal windows of the Class A-2 and A-3 Certificates are expected to be within the applicable ranges reflected in the following chart. The aggregate initial certificate balance of the Class A-2 and A-3 Certificates is expected to be approximately $796,177,000, subject to a variance of plus or minus 5%.

⁽⁹⁾	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, A-SB, A-2 and A-3 Certificates outstanding from time to time. The Class X-A Certificates will not be entitled to distributions of principal.
⁽¹⁰⁾	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, A-SB, A-2 and A-3 Certificates for the related distribution date, weighted on the basis of their respective Certificate Balances outstanding immediately prior to that distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
⁽¹¹⁾	The 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, B and C Certificates outstanding from time to time. The Class X-B Certificates will not be entitled to distributions of principal.
⁽¹²⁾	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, B and C Certificates for the related distribution date, weighted on the basis of their respective 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.
⁽¹³⁾	The Class X-D Certificates are notional amount certificates. The Notional Amount of the Class X-D Certificates will be equal to the aggregate Certificate Balance of the Class D and E Certificates outstanding from time to time. The Class X-D Certificates will not be entitled to distributions of principal.
⁽¹⁴⁾	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 weighted average of the pass-through rates on the Class D and E Certificates for the related distribution date, weighted on the basis of their respective 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.
⁽¹⁵⁾	The Class X-FG Certificates are notional amount certificates. The Notional Amount of the Class X-FG Certificates will be equal to the aggregate Certificate Balance of the Class F and G Certificates outstanding from time to time. The Class X-FG Certificates will not be entitled to distributions of principal.
⁽¹⁶⁾	The pass-through rate for the Class X-FG 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 F and G Certificates for the related distribution date, weighted on the basis of their respective 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.
⁽¹⁷⁾	The Class X-H and Class X-J Certificates are notional amount certificates. The Notional Amounts of the Class X-H and Class X-J Certificates will be equal to the Certificate Balance of the Class H and Class J Certificates, respectively, outstanding from time to time. The Class X-H and Class X-J Certificates will not be entitled to distributions of principal.
⁽¹⁸⁾	The pass-through rates for the Class X-H and Class X-J Certificates for any distribution date will, in each case, 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 H and Class J Certificates, respectively, 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.
⁽¹⁹⁾	The effective interest rate for 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 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.

Initial Pool Balance:	$1,302,470,080
Number of Mortgage Loans:	73
Average Cut-off Date Balance per Mortgage Loan:	$17,842,056
Number of Mortgaged Properties:	76
Average Cut-off Date Balance per Mortgaged Property⁽¹⁾:	$17,137,764
Weighted Average Mortgage Interest Rate:	4.055%
Ten Largest Mortgage Loans as % of Initial Pool Balance:	54.2%
Weighted Average Original Term to Maturity or ARD (months):	120
Weighted Average Remaining Term to Maturity or ARD (months):	118
Weighted Average Original Amortization Term (months)⁽²⁾:	368
Weighted Average Remaining Amortization Term (months)⁽²⁾:	367
Weighted Average Seasoning (months):	2

Weighted Average U/W Net Cash Flow DSCR⁽¹⁾:	2.82x
Weighted Average U/W Net Operating Income Debt Yield⁽¹⁾:	13.3%
Weighted Average Cut-off Date Loan-to-Value Ratio⁽¹⁾:	56.3%
Weighted Average Balloon or ARD Loan-to-Value Ratio⁽¹⁾:	52.6%
% of Mortgage Loans with Additional Subordinate Debt⁽²⁾:	28.2%
% of Mortgage Loans with Single Tenants⁽³⁾:	14.8%

		FREE WRITING PROSPECTUS
		FILED PURSUANT TO RULE 433
		REGISTRATION FILE NO.: 333-226486-07

Mortgage Loan Seller	Number of Mortgage Loans	Number of Mortgaged Properties	Aggregate Cut-off Date Balance	Approx. % of Initial Pool Balance
Wells Fargo Bank, National Association	16	17	$447,478,147	34.4	%
Bank of America, National Association	15	16	362,012,940	27.8
Morgan Stanley Mortgage Capital Holdings LLC	18	19	305,567,552	23.5
Morgan Stanley Mortgage Capital Holdings LLC / Wells Fargo Bank, National Association	1	1	100,000,000	7.7
National Cooperative Bank, N.A.	23	23	87,411,441	6.7
Total	73	76	$1,302,470,080	100.0	%

Real Estate Taxes:	67.4% of the pool
Insurance:	19.9% of the pool
Capital Replacements:	54.2% of the pool
TI/LC:	59.8% of the pool⁽¹⁾
(1) The percentage of Initial Pool Balance for mortgage loans with TI/LC reserves is based on the aggregate principal balance allocable to loans that include office, mixed use, retail and industrial properties.

Securities Offered:	$1,115,158,000 approximate monthly pay, multi-class, commercial mortgage REMIC pass-through certificates consisting of nine classes (Classes A-1, A-SB, A-2, A-3, A-S, B, C, X-A and X-B), which are offered pursuant to a registration statement filed with the SEC (such classes of certificates, the “Offered Certificates”).
Mortgage Loan Sellers:	Wells Fargo Bank, National Association (“WFB”), Bank of America, National Association (“BANA”), Morgan Stanley Mortgage Capital Holdings LLC (“MSMCH”) and National Cooperative Bank, N.A. (“NCB”).
Joint Bookrunners and Co-Lead Managers:	Wells Fargo Securities, LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC
Co-Manager:	Academy Securities, Inc. and Drexel Hamilton, LLC
Rating Agencies:	Fitch Ratings, Inc., Kroll Bond Rating Agency, Inc. and S&P Global Ratings
Master Servicers:	Wells Fargo Bank, National Association and National Cooperative Bank, N.A.
Special Servicers:	LNR Partners, LLC and National Cooperative Bank, N.A.
Certificate Administrator:	Wells Fargo Bank, National Association
Trustee:	Wilmington Trust, National Association
Operating Advisor:	Park Bridge Lender Services LLC
Asset Representations Reviewer:	Park Bridge Lender Services LLC
U.S. Credit Risk Retention:	For a discussion of the manner in which the U.S. credit risk retention requirements are being addressed by Wells Fargo Bank, National Association, as the retaining sponsor, see “Credit Risk Retention” in the Preliminary Prospectus.
EU Risk Retention:	None of the sponsors, the depositor, the underwriters or their respective affiliates, or any other person is required or intends to retain a material net economic interest in the securitization constituted by the issue of the Offered Certificates, or to take any other action in respect of such securitization, in a manner prescribed or contemplated by the European Union’s Securitization Regulation (Regulation (EU) 2017/2402). In particular, no such person undertakes to take any action which may be required by any investor for the purposes of their compliance with such regulations or similar requirements.
Initial Risk Retention Consultation Party:	Wells Fargo Bank, National Association
Initial Majority Controlling Class Certificateholder:	Seer Capital Commercial Real Estate Debt Fund II, LTD.
Cut-off Date:	The Cut-off Date with respect to each mortgage loan is the due date for the monthly debt service payment that is due in August 2019 (or, in the case of any mortgage loan that has its first due date in September 2019, the date that would have been its due date in August 2019 under the terms of that mortgage loan if a monthly debt service payment were scheduled to be due in that month).
Expected Closing Date:	On or about August 8, 2019.
Determination Dates:	The 11th day of each month (or if that day is not a business day, the next succeeding business day), commencing in September 2019.
Distribution Dates:	The fourth business day following the Determination Date in each month, commencing in September 2019.
Rated Final Distribution Date:	The Distribution Date in August 2061.
Interest Accrual Period:	With respect to any Distribution Date, the calendar month immediately preceding the month in which such Distribution Date occurs.
Day Count:	The Offered Certificates will accrue interest on a 30/360 basis.
Minimum Denominations:	$10,000 for each Class of Offered Certificates (other than the Class X-A and X-B Certificates) and $1,000,000 for the Class X-A and X-B Certificates. Investments may also be made in any whole dollar denomination in excess of the applicable minimum denomination.

Clean-up Call:	1.0%
Delivery:	DTC, Euroclear and Clearstream Banking
ERISA/SMMEA Status:	Each Class of Offered Certificates is expected to be eligible for exemptive relief under ERISA. No Class of Offered Certificates will be SMMEA eligible.
Risk Factors:	THE CERTIFICATES INVOLVE CERTAIN RISKS AND MAY NOT BE SUITABLE FOR ALL INVESTORS. SEE THE “RISK FACTORS” SECTION OF THE PRELIMINARY PROSPECTUS.
Bond Analytics Information:	The Certificate Administrator will be authorized to make distribution date statements, CREFC^® reports and certain supplemental reports (other than confidential information) available to certain financial modeling and data provision services, including Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., Markit Group Limited, Interactive Data Corp., BlackRock Financial Management, Inc., CMBS.com, Inc., Moody’s Analytics and Thomson Reuters Corporation.
Tax Treatment	For U.S. federal income tax purposes, the issuing entity will consist of one or more REMICs and the Offered Certificates will represent REMIC regular interests.

Mortgage Loan Seller	Mortgage Loan Name	City	State	Number of Mortgage Loans / Mortgaged Properties	Mortgage Loan Cut-off Date Balance ($)	% of Initial Pool Balance (%)		Property Type	Number of SF/ Rooms	Cut-off Date Balance Per SF/ Room	Cut-off Date LTV Ratio (%)		Balloon LTV Ratio (%)		U/W NCF DSCR (x)		U/W NOI Debt Yield (%)
MSMCH/WFB	Grand Canal Shoppes	Las Vegas	NV	1 / 1	$100,000,000	7.7	%	Retail	759,891	$1,000	46.3	%	46.3	%	2.46	x	9.6	%
BANA	Waterford Lakes Town Center	Orlando	FL	1 / 1	89,690,115	6.9		Retail	691,265	260	66.8		54.9		1.43		9.3
WFB	350 Bush Street	San Francisco	CA	1 / 1	85,000,000	6.5		Office	387,599	477	35.4		35.4		3.41		14.2
WFB	30 Hudson Yards	New York	NY	1 / 1	84,400,000	6.5		Office	1,463,234	765	50.9		50.9		3.44		10.9
MSMCH	University Square	Princeton	NJ	1 / 1	72,000,000	5.5		Office	331,872	217	73.7		66.7		1.78		11.0
WFB	Nova Place	Pittsburgh	PA	1 / 1	69,000,000	5.3		Office	1,142,745	123	70.0		70.0		2.17		9.7
MSMCH	445 South Street	Morristown	NJ	1 / 1	53,600,000	4.1		Office	320,274	167	67.0		67.0		2.24		10.4
BANA	Newport Beach Marriott Bayview	Newport Beach	CA	1 / 1	52,500,000	4.0		Hospitality	254	206,693	67.3		67.3		2.95		13.0
BANA	Moffett Towers - Buildings 3 & 4	Sunnyvale	CA	1 / 1	50,000,000	3.8		Office	701,266	499	44.3		44.3		3.46		13.2
WFB	The Alhambra	Alhambra	CA	1 / 1	50,000,000	3.8		Office	931,891	161	65.1		65.1		2.36		10.9
Top Three Total/Weighted Average				3 / 3	$274,690,115	21.1	%				49.6	%	45.7	%	2.42	x	10.9	%
Top Five Total/Weighted Average				5 / 5	$431,090,115	33.1	%				53.9	%	50.2	%	2.51	x	10.9	%
Top Ten Total/Weighted Average				10 / 10	$706,190,115	54.2	%				57.6	%	55.3	%	2.55	x	11.1	%
Non-Top Ten Total/Weighted Average				63 / 66	$596,279,965	45.8	%				54.7	%	49.4	%	3.14	x	15.9	%

Property Name	Mortgage Loan Seller in BANK 2019-BNK19	Note(s)⁽¹⁾	Original Balance	Holder of Note	Lead Servicer for Whole Loan	Master Servicer Under Lead Securitization Servicing Agreement		Special Servicer Under Lead Securitization Servicing Agreement
Grand Canal Shoppes	MSMCH/WFB	A-1-2, A-2-1	$100,000,000	BANK 2019-BNK19	No	Midland Loan Services, a Division of PNC Bank, National Association		LNR Partners, LLC
		A-1-1	$60,000,000	MSC 2019-H7⁽²⁾	Yes
		A-1-6	$10,000,000	MSC 2019-H7⁽²⁾	No
		A-1-3, A-1-4, A-1-5, A-1-7, A-1-8	$113,846,154	Morgan Stanley Bank, N.A.	No
		A-2-2, A-2-3, A-2-4, A-2-5	$125,384,615	WFB	No
		A-3-1, A-3-2, A-3-3, A-3-4, A-3-5	$175,384,615	JPMorgan Chase Bank, N.A.	No
		A-4-1, A-4-2, A-4-3, A-4-4, A-4-5	$175,384,615	Goldman Sachs Bank USA	No
		B-1	$215,000,000	CPPIB Credit Investments II Inc.	No
Waterford Lakes Town Center	BANA	A-1-A	$55,000,000	GSMS 2019-GC39	Yes	Midland Loan Services, a Division of PNC Bank, National Association		KeyBank National Association
		A-1-B	$35,000,000	GSMS 2019-GC40	No
		A-2-A	$45,000,000	BANK 2019-BNK19	No
		A-2-B	$45,000,000	BANK 2019-BNK19	No
350 Bush Street	WFB	A-1	$100,000,000	BANK 2019-BNK18	Yes	Wells Fargo Bank, National Association		Rialto Capital Advisors, LLC
350 Bush Street	WFB	A-2, A-3	$85,000,000	BANK 2019-BNK19	No	Wells Fargo Bank, National Association		Rialto Capital Advisors, LLC
30 Hudson Yards	WFB	A-1-S1, A-1-S2, A-1-S3, A-2-S1, A-2-S2, A-2-S3, A-3-S1, A-3-S2, A-3-S3, A-1-C1, A-1-C2	$628,000,000	Hudson Yards 2019-30HY⁽³⁾	Yes	Wells Fargo Bank, National Association		Situs Holdings, LLC
		A-1-C3, A-1-C6, A-1-C7, A-1-C8	$160,000,000	Deutsche Bank AG, New York Branch	No
		A-1-C4, A-1-C5, A-1-C10	$93,200,000	Benchmark 2019-B12⁽⁴⁾	No
		A-1-C9	$20,000,000	Hudson Yards 2019-30HY⁽³⁾	Yes
		A-2-C1, A-2-C2, A-2-C3, A-2-C4, A-2-C5	$134,400,000	Goldman Sachs Bank USA	No
		A-3-C1, A-3-C2, A-3-C3, A-3-C4, A-3-C5	$84,400,000	BANK 2019-BNK19	No
		B-1	$186,000,000	Hudson Yards 2019-30HY⁽³⁾	No
		B-2	$62,000,000	Hudson Yards 2019-30HY⁽³⁾	No
		B-3	$62,000,000	Hudson Yards 2019-30HY⁽³⁾	No
Nova Place	WFB	A-1	$71,000,000	WFCM 2019-C51	Yes	Wells Fargo Bank, National Association	C-III Asset Management LLC
Nova Place	WFB	A-2, A-3	$69,000,000	BANK 2019-BNK19	No	Wells Fargo Bank, National Association	C-III Asset Management LLC
Moffett Towers - Buildings 3 & 4	BANA	A-1-A	$2,750,000	MFTII 2019-B3B4	No	KeyBank, National Association		Situs Holdings, LLC
		A-1-B	$65,000,000	Barclays Capital Real Estate Inc.	⁽⁵⁾
		A-1-C	$50,000,000	BANK 2019-BNK19	No
		A-1-D	$49,750,000	Barclays Capital Real Estate Inc.	No
		A-1-E	$25,000,000	Barclays Capital Real Estate Inc.	No

		A-2-A	$1,125,000	MFTII 2019-B3B4	No
		A-2-B	$50,000,000	Deutsche Bank AG, New York Branch	No
		A-2-C	$27,625,000	Deutsche Bank AG, New York Branch	No
		A-3-A	$1,125,000	MFTII 2019-B3B4	No
		A-3-B	$50,000,000	Goldman Sachs Bank USA	No
		A-3-C	$27,625,000	Goldman Sachs Bank USA	No
		B-1	$85,250,000	MFTII 2019-B3B4	Yes
		B-2	$34,875,000	MFTII 2019-B3B4	Yes
		B-3	$34,875,000	MFTII 2019-B3B4	Yes
The Alhambra	WFB	A-1	$100,000,000	BANK 2019-BNK18	Yes	Wells Fargo Bank, National Association	Rialto Capital Advisors, LLC
The Alhambra	WFB	A-2, A-3	$50,000,000	BANK 2019-BNK19	No	Wells Fargo Bank, National Association	Rialto Capital Advisors, LLC
Ford Factory	BANA	A-1	$95,000,000	BANK 2019-BNK18	Yes	Wells Fargo Bank, National Association	Rialto Capital Advisors, LLC
Ford Factory	BANA	A-2	$40,000,000	BANK 2019-BNK19	No	Wells Fargo Bank, National Association	Rialto Capital Advisors, LLC
450-460 Park Avenue South	WFB	A-1	$45,000,000	WFCM 2019-C51	Yes	Wells Fargo Bank, National Association	C-III Asset Management LLC
450-460 Park Avenue South	WFB	A-2	$30,000,000	BANK 2019-BNK19	No	Wells Fargo Bank, National Association	C-III Asset Management LLC
Eleven Seventeen Perimeter	MSMCH	A-1	$15,000,000	BANK 2019-BNK19	No	Midland Loan Services, a Division of PNC Bank, National Association⁽⁶⁾	LNR Partners, LLC⁽⁶⁾
		A-2	$12,000,000	MSC 2019-H7	No
		A-3	$10,000,000	Morgan Stanley Bank, N.A.	Yes
		A-4	$7,000,000	Morgan Stanley Bank, N.A.	No
Polo Towne Crossing SC	MSMCH	A-1	$14,250,000	BANK 2019-BNK19	No	Wells Fargo Bank, National Association⁽⁷⁾	LNR Partners, LLC⁽⁷⁾
		A-2	$10,000,000	Morgan Stanley Bank, N.A.	Yes
		A-3	$6,000,000	Morgan Stanley Bank, N.A.	No

Loan No.	Mortgage Loan Seller	Mortgage Loan Name	Mortgage Loan Cut-off Date Balance ($)	% of Initial Pool Balance (%)		Subordinate Debt Cut-off Date Balance ($)	Mezzanine Debt Cut-off Date Balance ($)	Total Debt Interest Rate (%)⁽²⁾		Mortgage Loan U/W NCF DSCR (x)⁽³⁾		Total Debt U/W NCF DSCR (x)		Mortgage Loan Cut-off Date U/W NOI Debt Yield (%)⁽³⁾		Total Debt Cut-off Date U/W NOI Debt Yield (%)		Mortgage Loan Cut-off Date LTV Ratio (%)⁽³⁾		Total Debt Cut-off Date LTV Ratio (%)
1	MSMCH/WFB	Grand Canal Shoppes	$100,000,000	7.7	%	$215,000,000	NAP	4.2941	%	2.46	x	1.67	x	9.6	%	7.5	%	46.3	%	59.5	%
3	WFB	350 Bush Street	85,000,000	6.5		NAP	$100,000,000	3.7675		3.41		2.30		14.2		9.2		35.4		54.6
4	WFB	30 Hudson Yards	84,400,000	6.5		310,000,000	NAP	3.3500		3.44		2.50		10.9		8.5		50.9		65.0
9	BANA	Moffett Towers - Buildings 3 & 4	50,000,000	3.8		155,000,000	85,000,000	4.0500		3.46		1.91		13.2		7.9		44.3		74.7
11	MSMCH	One Financial Plaza	47,586,000	3.7		NAP	13,000,000	5.3792		2.08		1.47		13.8		10.8		66.6		84.7
Total/Weighted Average			$366,986,000	28.2	%	$680,000,000	$198,000,000	4.0624	%	2.99	x	2.01	x	12.0	%	8.6	%	47.2	%	65.0	%

Loan No.	Mortgage Loan Seller	Mortgage Loan or Mortgaged Property Name	City	State	Property Type	Mortgage Loan or Mortgaged Property Cut-off Date Balance ($)	% of Initial Pool Balance (%)	Previous Securitization
1	MSMCH/WFB	Grand Canal Shoppes	Las Vegas	NV	Retail	$100,000,000	7.7%	GSMS 2012-SHOP
12	WFB	29 West 35th Street	New York	NY	Office	41,000,000	3.1	DBUBS 2011-LC2A
20	MSMCH	Eleven Seventeen Perimeter	Atlanta	GA	Office	15,000,000	1.2	GSMS 2011-GC5
22	MSMCH	Polo Towne Crossing SC	Plano	TX	Retail	14,250,000	1.1	LBUBS 2005-C5
23	BANA	420 East 72nd Street Tenants Corp.	New York	NY	Multifamily	14,000,000	1.1	MSC 2011-C3
26	MSMCH	Brownsville Commercial Industrial Park	Brownsville	TX	Industrial	10,500,000	0.8	GSMS 2012-GC6
32	WFB	Courage Drive	Fairfield	CA	Industrial	8,400,000	0.6	WFRBS 2012-C10
42	NCB	Coronet Owners, Inc.	Woodside	NY	Multifamily	6,125,000	0.5	WFRBS 2013-C15
45	NCB	Evergreen Owners, Inc.	Jackson Heights	NY	Multifamily	5,741,047	0.4	WFRBS 2013-C12
57	NCB	Maple Court Apartments, Inc.	Jackson Heights	NY	Multifamily	3,220,036	0.2	WFRBS 2013-C12
58	NCB	Capri Gardens Owners Corp.	Forest Hills	NY	Multifamily	2,897,662	0.2	WFRBS 2013-C12
66	NCB	The Ridge Owners, Corp. A/K/A The Ridge Owners Corp.	Brooklyn	NY	Multifamily	2,097,087	0.2	WFRBS 2013-C12
	Total					$223,230,832	17.1%

Property Type	Number of Mortgaged Properties	Aggregate Cut-off Date Balance ($)	Approx. % of Initial Pool Balance (%)	Weighted Average Cut-off Date LTV Ratio (%)	Weighted Average Balloon LTV Ratio (%)	Weighted Average U/W NCF DSCR (x)	Weighted Average U/W NOI Debt Yield (%)	Weighted Average U/W NCF Debt Yield (%)	Weighted Average Mortgage Rate (%)
Office	14	$666,513,500	51.2%	57.6%	56.0%	2.57x	11.4%	10.8%	3.951%
CBD	7	396,986,000	30.5	52.8	52.1	2.73	11.4	10.9	3.886
Suburban	7	269,527,500	20.7	64.6	61.8	2.34	11.3	10.6	4.047
Retail	17	304,886,610	23.4	60.6	54.0	1.90	10.0	9.6	4.302
Anchored	8	167,710,761	12.9	69.0	57.9	1.57	10.2	9.6	4.600
Specialty Retail	1	100,000,000	7.7	46.3	46.3	2.46	9.6	9.3	3.741
Shadow Anchored	4	28,135,848	2.2	59.6	55.8	1.96	10.4	9.9	4.413
Unanchored	2	6,460,000	0.5	66.4	59.8	1.59	10.4	9.8	4.657
Single Tenant	2	2,580,000	0.2	62.9	57.7	1.41	8.8	8.7	4.620
Hospitality	7	141,050,754	10.8	66.6	59.4	2.49	13.4	11.8	4.048
Full Service	2	89,701,705	6.9	66.1	60.7	2.51	12.9	11.1	3.902
Limited Service	4	40,862,715	3.1	67.0	57.3	2.54	14.6	13.2	4.353
Select Service	1	10,486,335	0.8	69.9	55.8	2.18	13.8	12.6	4.100
Multifamily	27	118,161,441	9.1	21.3	18.7	7.34	33.7	33.1	3.893
Cooperative	24	101,411,441	7.8	13.0	11.5	8.27	37.5	36.9	3.814
Garden	3	16,750,000	1.3	71.0	61.9	1.70	10.7	10.1	4.370
Industrial	4	40,844,069	3.1	68.5	60.4	1.91	10.8	10.0	4.323
Warehouse	2	26,044,069	2.0	72.8	60.2	1.75	11.5	10.6	4.465
Flex	2	14,800,000	1.1	60.9	60.9	2.19	9.5	9.1	4.074
Mixed Use	3	25,515,000	2.0	53.4	53.4	2.81	12.1	11.3	4.083
Office/Retail	2	19,300,000	1.5	50.3	50.3	3.10	12.9	12.2	3.949
Office/Industrial	1	6,215,000	0.5	62.9	62.9	1.90	9.7	8.7	4.500
Manufactured Housing Community	3	3,598,706	0.3	63.5	59.1	2.36	11.3	11.0	4.278
Manufactured Housing Community	3	3,598,706	0.3	63.5	59.1	2.36	11.3	11.0	4.278
Other	1	1,900,000	0.1	61.1	61.1	1.64	8.2	8.2	4.890
Leased Fee	1	1,900,000	0.1	61.1	61.1	1.64	8.2	8.2	4.890
Total/Weighted Average:	76	$1,302,470,080	100.0%	56.3%	52.6%	2.82x	13.3%	12.6%	4.055%

Location	Number of Mortgaged Properties	Aggregate Cut-off Date Balance ($)	% of Initial Pool Balance (%)	Weighted Average Cut-off Date LTV Ratio (%)		Weighted Average Balloon LTV Ratio (%)	Weighted Average U/W NCF DSCR (x)	Weighted Average U/W NOI Debt Yield (%)	Weighted Average U/W NCF Debt Yield (%)	Weighted Average Mortgage Rate (%)
California	10	$328,640,000	25.2%	53.4%	52.6%		2.78x	12.1%	11.4%	4.061%
Southern	6	178,840,000	13.7	63.9	62.4		2.33	11.0	10.1	4.213
Northern	4	149,800,000	11.5	40.9	40.9		3.31	13.4	13.0	3.879
New York	29	276,111,441	21.2	36.1	35.6		4.96	20.6	20.3	3.600
Florida	4	139,366,443	10.7	66.7	54.5		1.61	10.6	9.9	4.625
New Jersey	2	125,600,000	9.6	70.8	66.8		1.98	10.7	9.7	3.949
Nevada	1	100,000,000	7.7	46.3	46.3		2.46	9.6	9.3	3.741
Pennsylvania	2	83,262,956	6.4	70.2	67.9		2.13	10.3	9.7	4.219
Other⁽³⁾	28	249,489,240	19.2	68.4	60.7		1.97	11.9	11.0	4.356
Total/Weighted Average	76	$1,302,470,080	100.0%	56.3%	52.6%		2.82x	13.3%	12.6%	4.055%

Allocation Between the RR Interest and the Non-Retained Certificates:		Amounts available for distributions to the holders of the Certificates (including the RR Interest) will be allocated between amounts available for distribution to the holders of the RR Interest, on the one hand, and to all other Certificates, referred to herein as the “Non-Retained Certificates”, on the other hand. 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 95% (each, the respective “Percentage Allocation Entitlement”).

Interest Entitlements:		The interest entitlement of each Class of Non-Retained Certificates on each Distribution Date generally will be the interest accrued during the related Interest Accrual Period on the related Certificate Balance or Notional Amount at the related pass-through rate, net of any prepayment interest shortfalls allocated to that Class for such Distribution Date as described below. If prepayment interest shortfalls arise from voluntary prepayments (without the applicable Master Servicer consent) on particular non-specially serviced loans during any collection period, the applicable Master Servicer is required to make a compensating interest payment to offset those shortfalls, generally up to an amount equal to the portion of its master servicing fees that accrue at 0.25 basis points per annum. The remaining amount of prepayment interest shortfalls will be allocated between the RR Interest, on 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 Certificates (other than the Class V and Class R Certificates) will be allocated among such Classes of Certificates entitled to interest, on a pro rata basis, based on their respective amounts of accrued interest for the related Distribution Date, to reduce the interest entitlement on each such Class of Certificates. If a Class receives less than the entirety of its interest entitlement on any Distribution Date, then the shortfall (excluding any shortfall due to prepayment interest shortfalls), together with interest thereon, will be added to its interest entitlement for the next succeeding Distribution Date.

Aggregate Principal Distribution Amount:		The Aggregate Principal Distribution Amount for each Distribution Date generally will be the aggregate amount of principal received or advanced in respect of the mortgage loans, net of any non-recoverable advances and interest thereon and workout-delayed reimbursement amounts that are reimbursed to the applicable Master Servicer, the Special Servicer or the Trustee during the related collection period. Non-recoverable advances and interest thereon are reimbursable from principal collections and advances before reimbursement from other amounts. Workout-delayed reimbursement amounts are reimbursable from principal collections. The Non-Retained Certificates will be entitled to the portion of the Aggregate Principal Distribution Amount equal to their Percentage Allocation Entitlement, which is referred to herein as the “Principal Distribution Amount”.

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 losses are allocated between the RR Interest and the Non-Retained Certificates and the manner in which the Non-Retained Certificate allocations are further allocated to certain Classes of those Certificates in ascending order (beginning with the Non-Offered Certificates, other than the Class 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-FG, Class X-H, Class X-J, Class V or Class R Certificates, although principal payments and losses may reduce the notional amounts of the Class X-A, Class X-B, Class X-D, Class X-FG, Class X-H and Class X-J certificates and, therefore, the amount of interest they accrue.

		(1) The Class X-A, Class X-B, Class X-D, Class X-FG, Class X-H and Class X-J Certificates are interest-only certificates. (2) The Class X-D, Class X-FG, Class X-H and Class X-J Certificates and the RR Interest are Non-Offered Certificates. (3) Other than the Class X-D, Class X-FG, Class X-H, Class X-J, Class V and Class R Certificates and the RR Interest.

Distributions:		On each Distribution Date, funds available for distribution from the mortgage loans, net of specified trust fees, expenses and reimbursements that are allocable to the Non-Retained Certificates will generally be distributed in the following amounts and order of priority (in each case to the extent of remaining available funds):

		1. Class A-1, A-SB, A-2, A-3, X-A, X-B, X-D, X-FG, X-H and X-J Certificates: To interest on the Class A-1, A-SB, A-2, A-3, X-A, X-B, X-D, X-FG, X-H and X-J Certificates, pro rata, according to their respective interest entitlements.

		2. Class A-1, A-SB, A-2 and A-3 Certificates: To principal on the Class A-1, A-SB, A-2 and A-3 Certificates in the following amounts and order of priority: (i) first, to principal on the Class A-SB Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date until their Certificate Balance is reduced to the Class A-SB Planned Principal Balance for such Distribution Date; (ii) second, to principal on the Class A-1 Certificates until their Certificate Balance is reduced to zero, up to the remainder of the Principal Distribution Amount for such Distribution Date; (iii) third, to principal on the Class A-2 Certificates until their Certificate Balance is reduced to zero, up to the remainder of the Principal Distribution Amount for such Distribution Date; (iv) fourth, to principal on the Class A-3 Certificates, until their Certificate Balance is reduced to zero, up to the remainder of the Principal Distribution Amount for such Distribution Date; and (v) fifth, to principal on the Class A-SB Certificates until their Certificate Balance is reduced to zero, up to the remainder of the Principal Distribution Amount for such Distribution Date. However, if the Certificate Balance of each and every Class of Principal Balance Certificates, other than the Class A-1, A-SB, A-2 and A-3 Certificates and the RR Interest, has been reduced to zero as a result of the allocation of Mortgage Loan losses and expenses and any of the Class A-1, A-SB, A-2 and A-3 Certificates remains outstanding, then the Principal Distribution Amount will be distributed to the Class A-1, A-SB, A-2 and A-3 Certificates, pro rata, based on their respective outstanding Certificate Balances, until their Certificate Balances have been reduced to zero.

		3. Class A-1, A-SB, A-2 and A-3 Certificates: To reimburse the holders of the Class A-1, A-SB, A-2 and A-3 Certificates, pro rata, on the basis of previously allocated unreimbursed losses, up to the amount of any previously unreimbursed losses (plus interest thereon) on the mortgage loans that were previously allocated in reduction of the Certificate Balances of such Classes.

		4. Class A-S Certificates: To make distributions on the Class A-S Certificates as follows: (a) first, to interest on the Class A-S Certificates in the amount of the interest entitlement for that Class; (b) next, to the extent of the portion of the Principal Distribution Amount remaining after distributions in respect of principal to each Class with a higher distribution priority (in this case, the Class A-1, A-SB, A-2 and A-3 Certificates), to principal on the Class A-S Certificates until their Certificate Balance is reduced to zero; and (c) next, to reimburse the holders of the Class A-S Certificates for any previously unreimbursed losses (plus interest thereon) on the mortgage loans that were previously allocated to that Class in reduction of their Certificate Balance.

		5. Class B Certificates: To make distributions on the Class B Certificates as follows: (a) first, to interest on the Class B Certificates in the amount of the interest entitlement for that Class; (b) next, to the extent of the portion of the Principal Distribution Amount remaining after distributions in respect of principal to each Class with a higher distribution priority (in this case, the Class A-1, A-SB, A-2, A-3 and A-S Certificates), to principal on the Class B Certificates until their Certificate Balance is reduced to zero; and (c) next, to reimburse the holders of the Class B Certificates for any previously unreimbursed losses (plus interest thereon) on the mortgage loans that were previously allocated to that Class in reduction of their Certificate Balance.

		6. Class C Certificates: To make distributions on the Class C Certificates as follows: (a) first, to interest on the Class C Certificates in the amount of the interest entitlement for that Class; (b) next, to the extent of the portion of the Principal Distribution Amount remaining after distributions in respect of principal to each Class with a higher distribution priority (in this case, the Class A-1, A-SB, A-2, A-3, A-S and B Certificates), to principal on the Class C Certificates until their Certificate Balance is reduced to zero; and (c) next, to reimburse the holders of the Class C Certificates for any previously unreimbursed losses (plus interest thereon) on the mortgage loans that were previously allocated to that Class in reduction of their Certificate Balance.

		7. After the Class A-1, A-SB, A-2, A-3, A-S, B and C Certificates are paid all amounts to which they are entitled, the remaining funds available for distribution will be used to pay interest, principal and loss reimbursement amounts on the Class D, E, F, G, H and J Certificates sequentially in that order in a manner analogous to the Class C Certificates.

Allocation of Yield Maintenance 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 payable therefrom) in the following manner: (x)(1) to each of the Class A-1, A-SB, A-2, A-3, A-S, B, C, D and E Certificates, the product of (a) the Non-Retained Certificates’ Percentage Allocation Entitlement of the yield maintenance charge or prepayment premium, (b) the related Base Interest Fraction (as defined in the Preliminary Prospectus) 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 Certificates’ Percentage Allocation Entitlement 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, A-SB, A-2 and A-3 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, A-SB, A-2 and A-3 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 distributed as described above, and (y) to the RR Interest, its Percentage Allocation Entitlement of the yield maintenance charge or prepayment premium. No prepayment premiums or yield maintenance charges will be distributed to the holders of the Class X-D, X-FG, X-H, X-J, F, G, H, J, V or R Certificates. For a description of when prepayment premiums and yield maintenance charges are generally required on the mortgage loans, see Annex A-1 to the Preliminary Prospectus. See also “Risk Factors—Risks Relating to the Mortgage Loans—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions” and “Risk Factors—Other Risks Relating to the Certificates—Your Yield May Be Affected by Defaults, Prepayments and Other Factors” in the Preliminary Prospectus. Prepayment premiums and yield maintenance charges will be distributed on each Distribution Date only to the extent they are actually received on the mortgage loans as of the related Determination Date.

Realized Losses:		The Certificate Balances of the Class A-1, A-SB, A-2, A-3, A-S, B, C, D, E, F, G, H and J Certificates, will be reduced without distribution on any Distribution Date as a write-off to the extent of the Non-Retained Certificates’ Percentage Allocation Entitlement of any losses realized on the mortgage loans allocated to such Class on such Distribution Date. Such losses will be applied in the following order, in each case until the related Certificate Balance is reduced to zero: first, to the Class J Certificates; second, to the Class H Certificates; third, to the Class G Certificates; fourth, to the Class F Certificates; fifth, to the Class E Certificates; sixth, to the Class D Certificates; seventh, to the Class C Certificates; eighth, to the Class B Certificates; ninth, to the Class A-S Certificates; and, finally, pro rata, to the Class A-1, A-SB, A-2 and A-3 Certificates based on their outstanding Certificate Balances. The notional amount of the Class X-A Certificates will be reduced by the amount of all losses that are allocated to the Class A-1, A-SB, A-2 or A-3 Certificates as write-offs in reduction of their Certificate Balances. The notional amount of the Class X-B Certificates will be reduced by the amount of all losses that are allocated to the Class A-S, B or C Certificates as write-offs in reduction of their Certificate Balances. The notional amount of the Class X-D Certificates will be reduced by the amount of all losses that are allocated to the Class D or E Certificates as write-offs in reduction of their Certificate Balance. The notional amount of the Class X-FG Certificates will be reduced by the amount of all losses that are allocated to the Class F or G Certificates as write-offs in reduction of their Certificate Balance. The notional amount of the Class X-H Certificates will be reduced by the amount of all losses that are allocated to the Class H Certificates as write-offs in reduction of their Certificate Balance. The notional amount of the Class X-J Certificates will be reduced by the amount of all losses that are allocated to the Class J Certificates as write-offs in reduction of their Certificate Balance.

P&I Advances:		Each Master Servicer or, if such Master Servicer fails to do so, the Trustee, will be obligated to advance delinquent debt service payments with respect to the mortgage loans it services (other than balloon payments, excess interest and default interest) and assumed debt service payments on mortgage loans with delinquent balloon payments (excluding any related companion loan), except to the extent any such advance is deemed non-recoverable from collections on the related mortgage loan. In addition, if an Appraisal Reduction Amount exists for a given mortgage loan, the interest portion of any P&I advance for such mortgage loan will be reduced, which will have the effect of reducing the amount of interest available for distribution to the Certificates, which with respect to the Non-Retained Certificates will be applied in reverse alphabetical order of their Class designations (except that interest payments on the Class A-1, A-SB, A-2, A-3, X-A, X-B, X-D, X-FG, X-H and X-J Certificates would be affected on a pari passu basis).

Servicing Advances:		Each Master Servicer or, if such Master Servicer fails to do so, the Trustee, will be obligated to make servicing advances, including the payment of delinquent property taxes, insurance premiums and ground rent, except to the extent that those advances are deemed non-recoverable from collections on the related mortgage loan. The related Master Servicer or the Trustee, as applicable, will have the primary obligation to make any required servicing advances with respect to any serviced whole loan. With respect to any non-serviced whole loan, the master servicer or trustee, as applicable, under the related lead securitization servicing agreement will have the primary obligation to make any required servicing advances with respect to such non-serviced whole loan.

Appraisal Reduction Amounts and Collateral Deficiency Amounts:		An Appraisal Reduction Amount generally will be created in the amount, if any, by which the principal balance of a required appraisal loan (which is a mortgage loan with respect to which certain defaults, modifications or insolvency events have occurred as further described in the Preliminary Prospectus) plus other amounts overdue or advanced in connection with such mortgage loan exceeds 90% of the appraised value of the related mortgaged property plus certain escrows and reserves (including letters of credit) held with respect to the mortgage loan. With respect to any whole loan, any Appraisal Reduction Amount will be allocated first to the related subordinate companion loan, if any, and then to the related mortgage loan and the related pari passu companion loan(s). A mortgage loan will cease to be a required appraisal loan when the same has ceased to be a specially serviced loan (if applicable), has been brought current for at least three consecutive months and no other circumstances exist that would cause such mortgage loan to be a required appraisal loan. A Collateral Deficiency Amount will exist with respect to any mortgage loan that is modified into an AB loan structure and remains a corrected mortgage loan and will generally equal 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 of the related mortgaged property plus (y) solely to the extent not reflected or taken into account in such appraised value (or in the calculation of any related Appraisal Reduction Amount) and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such determination, any capital or additional collateral contributed by the related borrower at the

		time the mortgage loan (and as part of the modification thereto) became an AB modified loan 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 with respect to the mortgage loan as of the date of such determination. A Cumulative Appraisal Reduction Amount with respect to any mortgage loan will be the sum of any Appraisal Reduction Amount and any Collateral Deficiency Amount. Appraisal Reduction Amounts will affect the amount of debt service advances in respect of the related mortgage loan. Additionally, Cumulative Appraisal Reduction Amounts will be taken into account in the determination of the identity of the Class whose majority constitutes the “majority controlling class certificateholder” and is entitled to appoint the directing certificateholder.

Clean-Up Call and Exchange Termination:		On each Distribution Date occurring after the aggregate unpaid principal balance of the pool of mortgage loans is less than 1.0% of the principal balance of the mortgage loans as of the cut-off date, certain specified persons will have the option to purchase all of the remaining mortgage loans (and the trust’s interest in all property acquired through exercise of remedies in respect of any mortgage loan) at the price specified in the Preliminary Prospectus. Exercise of the option will terminate the trust and retire the then-outstanding certificates. If the aggregate Certificate Balances of each of the Class A-1, A-SB, A-2, A-3, A-S, B, C, D and E Certificates have been reduced to zero, the trust may also be terminated in connection with an exchange of all the then-outstanding certificates (other than the Class V, Class R Certificates and the RR Interest) for the mortgage loans and REO properties then remaining in the issuing entity, subject to payment of a price specified in the Preliminary Prospectus, but all of the holders of those outstanding Classes (other than the Class V, Class R Certificates and the RR Interest) of certificates would have to voluntarily participate in the exchange.

Liquidation Loan Waterfall:		Following the liquidation of any loan or property, the net liquidation proceeds generally will be applied (after reimbursement of advances and certain trust fund expenses), first, as a recovery of accrued interest, other than delinquent interest that was not advanced as a result of Appraisal Reduction Amounts, second, as a recovery of principal until all principal has been recovered, and then as a recovery of delinquent interest that was not advanced as a result of Appraisal Reduction Amounts. Please see “Description of the Certificates—Distributions—Application Priority of Mortgage Loan Collections or Whole Loan Collections” in the Preliminary Prospectus.

Control Eligible Certificates:		The Class F, G, H and J Certificates.

Directing Certificateholder/ Controlling Class:		A directing certificateholder may be appointed by the “majority controlling class certificateholder”, which will be the holder(s) of a majority of the “controlling class”, which means the most subordinate class of Certificates among the Control Eligible Certificates. The “Controlling Class” will be, as of any time of determination, the most subordinate class of Control Eligible Certificates then-outstanding that has an aggregate Certificate Balance (as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to such class) at least equal to 25% of the initial Certificate Balance of that class; provided, however, that if at any time the Certificate Balances of the certificates other than the Control Eligible Certificates and the RR Interest have been reduced to zero as a result of principal payments on the Mortgage Loans, then the Controlling Class will be the most subordinate class of Control Eligible Certificates that has a Certificate Balance greater than zero without regard to any Cumulative Appraisal Reduction Amounts. The Controlling Class as of the Closing Date will be the Class J Certificates.

Control and Consultation/ Replacement of Special Servicer by Directing Certificateholder:		The rights of various parties to replace the Special Servicer and approve or consult with respect to major actions of the Special Servicer will vary according to defined periods. A “Control Termination Event” will occur when the Class F Certificates have a Certificate Balance (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such class) of less than 25% of the initial Certificate Balance of that class; provided, 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 there is no class of Control Eligible Certificates that has a then-outstanding Certificate Balance at least equal to 25% of the initial Certificate Balance of that class, in each case, without regard to the application of any Cumulative Appraisal Reduction Amounts; 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. If no Control Termination Event has occurred and is continuing, except with respect to the Excluded Loans (as defined below) with respect to the directing certificateholder (i) the directing

		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).

Risk Retention Consultation Party:		A risk retention consultation party may be appointed by the holder or holders of more than 50% of the RR Interest, by Certificate Balance. The majority RR Interest holder will have a continuing right to appoint, remove or replace the risk retention consultation party in its sole discretion. This right may be exercised at any time and from time to time. Except with respect to an Excluded Loan as to such party, the risk retention consultation party will be entitled to consult with each Special Servicer, upon request of the risk retention consultation party, with respect to certain material servicing actions proposed by such Special Servicer.

Replacement of Special Servicer by General Vote of Certificateholders:		If a Control Termination Event has occurred and is continuing, either Special Servicer may be removed and replaced without cause upon the affirmative direction of certificate owners holding not less than 66-2/3% of a certificateholder quorum, following a proposal from certificate owners holding not less than 25% of the appraisal-reduced voting rights of all Principal Balance Certificates other than the RR Interest. The certificateholders who initiate a vote on a termination and replacement of a Special Servicer without cause must cause Fitch, KBRA and S&P to confirm the then-current ratings of the certificates (or decline to review the matter) and cause the payment of the fees and expenses incurred in the replacement. If no Control Termination Event has occurred and is continuing, either Special Servicer may be replaced by the directing certificateholder, subject to Fitch, KBRA and S&P (and any Rating Agency rating any securities backed by any pari passu companion loan(s) serviced under this transaction) confirming the then-current ratings of the Certificates (and any certificates backed by any pari passu companion loans serviced under this transaction) or declining to review the matter.

Excluded Special Servicer:		In the event that, with respect to any mortgage loan, a Special Servicer is a Borrower Party, such Special Servicer will be required to resign as special servicer of such mortgage loan (referred to as an “excluded special servicer loan”). If no Control Termination Event has occurred and is continuing, the directing certificateholder will be entitled to appoint (and may replace with or without cause) a separate special servicer that is not a Borrower Party (referred to as an “excluded special servicer”) with respect to such excluded special servicer loan unless such excluded special servicer loan is also an excluded loan. Otherwise, upon resignation of the applicable Special Servicer with respect to an excluded special servicer loan, such resigning Special Servicer will be required to use reasonable efforts to appoint the excluded special servicer.

Appraisal Remedy:		If the Class of Certificates comprising the controlling class loses its status as controlling class because of the application of an Appraisal Reduction Amount or Collateral Deficiency Amount, the holders of a majority of the voting rights of such Class may require the applicable Special Servicer to order a second appraisal for any mortgage loan in respect of which an Appraisal Reduction Amount or Collateral Deficiency Amount has been applied. Such Special Servicer must thereafter determine whether, based on its assessment of such second appraisal, any recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted, and if so warranted, the Special Servicer will recalculate such Appraisal Reduction Amount or Collateral Deficiency Amount. Such Class will not be able to exercise any direction, control, consent and/or similar rights of the controlling class unless and until reinstated as the controlling class through such determination; and pending such determination, the rights of the controlling class will be exercised by the Control Eligible Certificates, if any, that would be the controlling class taking into account the subject appraisal reduction amount.

Sale of Defaulted Assets:		There will be no “fair value” purchase option. Instead, the BANK 2019-BNK19 pooling and servicing agreement will authorize the Special Servicer to sell defaulted mortgage loans serviced by such Special Servicer to the highest bidder in a manner generally similar to sales of REO properties. The sale of a defaulted loan (other than a non-serviced whole loan) for less than par plus accrued interest and certain other fees and expenses owed on the loan will be subject to consent or consultation rights of the directing certificateholder and/or Operating Advisor, as described in the Preliminary Prospectus. Generally speaking, the directing certificateholder for any securitization holding a pari passu companion loan will have consent and/or consultation rights as the holder of an interest in the related mortgage loan, as described in the Preliminary Prospectus. With respect to any serviced whole loan, if such whole loan becomes a defaulted loan under the BANK 2019-BNK19 pooling and servicing agreement, the Special Servicer will generally be required to sell both the mortgage loan and the related pari passu companion loan(s) as a single whole loan. If the subject whole loan includes one or more subordinate companion loans, those subordinate companion loans may be included in such sale as well. With respect to each non-serviced whole loan, the applicable servicing agreement governing the servicing of such whole loan generally will provide that, if the related pari passu companion loan(s) serviced under such agreement become a defaulted loan under such servicing agreement,

		then the related special servicer may offer to sell to any person (or may offer to purchase) for cash such whole loan during such time as such applicable pari passu companion loan(s) constitute a defaulted loan under such servicing agreement. Generally speaking, in connection with any such sale, the related special servicer is required to sell both the mortgage loan and the related pari passu companion loan(s) as a whole loan. The directing certificateholder for this securitization generally will have consent and/or consultation rights as the holder of an interest in the related mortgage loan, as described in the Preliminary Prospectus. If the subject whole loan includes one or more subordinate companion loans, those subordinate companion loans may be included in such sale as well. The procedures for the sale of any whole loan that becomes a defaulted whole loan, and any associated consultation rights, are subject to various limitations, conditions and exceptions as described in the Preliminary Prospectus.

“As-Is” Appraisals:		Appraisals must be conducted on an “as-is” basis, and must be no more than 12 months old, for purposes of determining Appraisal Reduction Amounts and market value in connection with REO sales. Required appraisals may consist of updates of prior appraisals. Internal valuations by the applicable Special Servicer are permitted if the principal balance of a mortgage loan is less than $2,000,000.

Operating Advisor:		The Operating Advisor will perform certain review duties if a Control Termination Event has occurred and is continuing, which will generally include a limited annual review of, and the delivery of a report regarding, certain actions of each Special Servicer with respect to the resolution and/or liquidation of specially serviced loans to the Certificate Administrator. The review and report generally will be based on any asset status reports and additional information delivered to the Operating Advisor by each Special Servicer. In addition, if a Control Termination Event has occurred and is continuing, each Special Servicer must seek to consult with the Operating Advisor (in addition to the directing certificateholder if no Consultation Termination Event has occurred and is continuing) in connection with material special servicing actions with respect to specially serviced loans serviced by such Special Servicer. Furthermore, under certain circumstances, but only if a Consultation Termination Event has occurred and is continuing, the Operating Advisor may recommend the replacement of a Special Servicer, in which case the Certificate Administrator will deliver notice of such recommendation to the certificateholders, and certificateholders with specified percentages of the voting rights may direct the replacement of such Special Servicer at their expense. If a Consultation Termination Event has occurred and is continuing, the Operating Advisor may be removed and replaced without cause upon the affirmative direction of certificate owners holding at least 75% of the appraisal-reduced voting rights of all Certificates (other than the RR Interest), following a proposal from certificate owners holding not less than 25% of the appraisal-reduced voting rights of all Certificates (other than the RR Interest). The certificateholders who initiate a vote on a termination and replacement of the Operating Advisor without cause must cause Fitch, KBRA and S&P to confirm the then-current ratings of the certificates (or decline to review the matter) and cause the payment of the fees and expenses incurred in the replacement. The Operating Advisor generally may be discharged from its duties if and when the Class A-1, A-SB, A-2, A-3, A-S, B, C, D and E Certificates are retired.

Asset Representations Reviewer:		The Asset Representations Reviewer will be required to review certain delinquent mortgage loans after a specified delinquency threshold has been exceeded (an “Asset Review Trigger”) and the required percentage of certificateholders vote to direct a review of such delinquent loans. 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 REO loans (or a portion of any REO 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 anniversary of the Closing Date, at least 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 REO loans (or a portion of any REO 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 anniversary of the Closing Date, at least 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 REO loans (or a portion of any REO loan in the case of a whole loan)) held by the issuing entity as of the end of the applicable collection period. See “Pooling and Servicing Agreement—The Asset Representations Reviewer—Asset Review” in the Preliminary Prospectus. The Asset Representations Reviewer may be terminated and replaced 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 Appraisal Reduction Amounts) requesting a vote to

		terminate and replace the Asset Representations Reviewer with a proposed successor Asset Representations Reviewer that is an eligible asset 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 such notice 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 Appraisal Reduction Amounts), the Trustee will terminate all of the rights and obligations of the Asset Representations Reviewer under the BANK 2019-BNK19 pooling and servicing agreement by written notice to the Asset Representations Reviewer, and the proposed successor Asset Representations Reviewer will be appointed. See “Pooling and Servicing Agreement—The Asset Representations Reviewer” in the Preliminary Prospectus.

Dispute Resolution Provisions:		The mortgage loan sellers will be subject to the dispute resolution provisions set forth in the BANK 2019-BNK19 pooling and servicing agreement to the extent those provisions are triggered with respect to any mortgage loan sold to the depositor by a mortgage loan seller and such mortgage loan seller will be obligated under the related mortgage loan purchase agreement to comply with all applicable provisions and to take part in any mediation or arbitration proceedings that may result. Generally, in the event that a Repurchase Request (as defined in the Preliminary Prospectus) is not “Resolved” (as defined below) within 180 days after the related mortgage loan seller receives such Repurchase Request, then the enforcing servicer will be required to send a notice to the “Initial Requesting Certificateholder” (if any) and the Certificate Administrator indicating the enforcing servicer’s intended course of action with respect to the Repurchase Request. 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 non-binding arbitration) or arbitration, 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 a written notice to the applicable Special Servicer indicating its intent to exercise its right to refer the matter to either mediation or arbitration. “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 mortgage loan purchase agreement, (iii) a mortgage loan has been substituted for the related mortgage loan in accordance with the related mortgage loan purchase agreement, (iv) the applicable mortgage loan seller has made a Loss of Value Payment (as defined in the Preliminary Prospectus), (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 mortgage loan purchase agreement, 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 BANK 2019-BNK19 pooling and servicing agreement. See “Pooling and Servicing Agreement—Dispute Resolution Provisions” in the Preliminary Prospectus.

Investor Communications:		The certificate administrator is required to include on any Form 10–D any request received from a certificateholder to communicate with other certificateholders related to certificateholders exercising their rights under the terms of the BANK 2019-BNK19 pooling and servicing agreement. Any certificateholder wishing to communicate with other certificateholders regarding the exercise of its rights under the terms of the BANK 2019-BNK19 pooling and servicing agreement will be able to deliver a written request signed by an authorized representative of the requesting investor to the certificate administrator.

Certain Fee Offsets:		If a workout fee is earned by a Special Servicer following a loan default with respect to any mortgage loan that it services, then certain limitations will apply based on modification fees paid by the borrower. The modification fee generally must not exceed 1% of the principal balance of the loan as modified in any 12-month period. In addition, if the loan re-defaults, any subsequent workout fee on that loan must be reduced by a portion of the modification fees paid by the borrower in the previous 12 months. Likewise, liquidation fees collected in connection with a liquidation or partial liquidation of a mortgage loan must be reduced by a portion of the modification fees paid by the borrower in the previous 12 months.

Deal Website:		The Certificate Administrator will be required to maintain a deal website, which will include, among other items: (a) summaries of asset status reports prepared by each Special Servicer,

		(b) inspection reports, (c) appraisals, (d) various “special notices” described in the Preliminary Prospectus, (e) the “Investor Q&A Forum”, (f) a voluntary “Investor Registry” and (g) the “Risk Retention Special Notices” tab. Investors may access the deal website following execution of a certification and confidentiality agreement.

Initial Majority Controlling Class Certificateholder:		It is expected that Seer Capital Commercial Real Estate Debt Fund II, LTD. will be the initial majority controlling class certificateholder.

Whole Loans:		Each of the mortgaged properties identified above under “IV. Characteristics of the Mortgage Pool—B. Summary of the Whole Loans” secures both a mortgage loan to be included in the trust fund and one or more other mortgage loans that will not be included in the trust fund, each of which will be pari passu or subordinate in right of payment with the mortgage loan included in the trust fund. We refer to each such group of mortgage loans as a “whole loan”. Such “—Summary of the Whole Loans” section includes further information regarding the various notes in each whole loan, the holders of such notes, the lead servicing agreement for each such whole loan, and the applicable master servicer and applicable special servicer under such lead servicing agreement.

Retail – Specialty Retail	Loan #1	Cut-off Date Balance:	$100,000,000
3327 & 3377 Las Vegas Boulevard South	Grand Canal Shoppes	Cut-off Date LTV:	46.3%
Las Vegas, NV 89109		U/W NCF DSCR:	2.46x
		U/W NOI Debt Yield:	9.6%

No. 1 – Grand Canal Shoppes

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Sellers:		Morgan Stanley Mortgage Capital Holdings LLC; Wells Fargo Bank, N.A.			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/KBRA/S&P):		BBB-sf/A-(sf)/BBB(sf)			Property Type – Subtype:	Retail – Specialty Retail
Original Principal Balance⁽¹⁾:		$100,000,000			Location:	Las Vegas, NV
Cut-off Date Balance⁽¹⁾:		$100,000,000			Size⁽⁵⁾:	759,891 SF
% of Initial Pool Balance:		7.7%			Cut-off Date Balance Per SF⁽¹⁾:	$1,000.14
Loan Purpose:		Refinance			Maturity Date Balance Per SF⁽¹⁾:	$1,000.14
Borrower Sponsors:		Brookfield Properties REIT Inc.; Nuveen Real Estate			Year Built/Renovated:	1999/2007
Guarantor:		BPR Nimbus LLC			Title Vesting:	Fee and Leasehold
Mortgage Rate⁽²⁾:		3.7408%			Property Manager:	Brookfield Properties Retail Inc.
Note Date:		June 3, 2019			Current Occupancy (As of):	94.0% (5/31/2019)
Seasoning:		1 month			YE 2018 Occupancy:	93.3%
Maturity Date:		July 1, 2029			YE 2017 Occupancy:	93.0%
IO Period:		120 months			YE 2016 Occupancy:	93.9%
Loan Term (Original):		120 months			YE 2015 Occupancy:	91.5%
Amortization Term (Original):		NAP			As-Is Appraised Value:	$1,640,000,000
Loan Amortization Type:		Interest-only, Balloon			As-Is Appraised Value Per SF:	$2,158.20
Call Protection⁽³⁾:		L(25),D(90),O(5)			As-Is Appraisal Valuation Date:	April 3, 2019
Lockbox Type:		Hard/Springing Cash Management			Underwriting and Financial Information
Additional Debt⁽¹⁾:		Yes			TTM NOI (3/31/2019):		$71,465,811
Additional Debt Type (Balance)⁽¹⁾:		Pari Passu ($660,000,000); Subordinate ($215,000,000)			YE 2018 NOI:		$71,326,473
					YE 2017 NOI:		$74,425,947
					YE 2016 NOI:		$79,358,630
					U/W Revenues:		$104,029,334
					U/W Expenses:		$31,007,624
Escrows and Reserves⁽⁴⁾					U/W NOI:		$73,021,709
	Initial		Monthly	Cap	U/W NCF:		$70,997,903
Taxes	$0		Springing	N/A	U/W DSCR based on NOI/NCF⁽¹⁾:		2.53x / 2.46x
Insurance	$0		Springing	N/A	U/W Debt Yield based on NOI/NCF⁽¹⁾:		9.6% / 9.3%
Replacement Reserve	$0		Springing	$386,928	U/W Debt Yield at Maturity based on NOI/NCF⁽¹⁾		9.6% / 9.3%
TI/LC	$12,309,694		Springing	$2,321,544	Cut-off Date LTV Ratio⁽¹⁾:		46.3%
Ground Rent Funds	$0		Springing	N/A	LTV Ratio at Maturity⁽¹⁾:		46.3%
Gap Rent Reserve Funds	$1,218,246		$0	N/A

Sources and Uses
Sources			Uses
Original senior loan amount	$760,000,000	77.9%	Loan payoff	$627,284,452	64.3%
Subordinate companion loan	215,000,000	22.1	Return of equity	333,044,567	34.2
			Upfront reserves	13,527,940	1.4
			Closing costs	1,143,041	0.1
Total Sources	$975,000,000	100.0%	Total Uses	$975,000,000	100.0%

Notes	Original Principal Balance	Cut-off Date Balance	Anticipated Note Holder	Controlling Piece
Grand Canal Shoppes Mortgage Loan⁽¹⁾
A-1-2 & A-2-1	$100,000,000	$100,000,000	BANK 2019-BNK19	No
*Grand Canal Shoppes Non-Serviced Pari Passu* Companion Loans**
A-1-1	$60,000,000	$60,000,000	MSC 2019-H7⁽²⁾	No⁽³⁾
A-1-3	$40,000,000	$40,000,000	MSBNA	No
A-1-4	$40,000,000	$40,000,000	MSBNA	No
A-1-5	$13,846,154	$13,846,154	MSBNA	No
A-1-6	$10,000,000	$10,000,000	MSC 2019-H7⁽²⁾	No
A-1-7	$10,000,000	$10,000,000	MSBNA	No
A-1-8	$10,000,000	$10,000,000	MSBNA	No
A-2-2	$50,000,000	$50,000,000	WFB	No
A-2-3	$40,000,000	$40,000,000	WFB	No
A-2-4	$25,384,615	$25,384,615	WFB	No
A-2-5	$10,000,000	$10,000,000	WFB	No
A-3-1	$50,000,000	$50,000,000	JPMCB	No
A-3-2	$50,000,000	$50,000,000	JPMCB	No
A-3-3	$40,000,000	$40,000,000	JPMCB	No
A-3-4	$25,000,000	$25,000,000	JPMCB	No
A-3-5	$10,384,615	$10,384,615	JPMCB	No
A-4-1	$50,000,000	$50,000,000	GS	No
A-4-2	$50,000,000	$50,000,000	GS	No
A-4-3	$40,000,000	$40,000,000	GS	No
A-4-4	$25,000,000	$25,000,000	GS	No
A-4-5	$10,384,615	$10,384,615	GS	No
Grand Canal Shoppes Subordinate Companion Loan
B-1	$215,000,000	$215,000,000	Third party holder	Yes⁽³⁾
Total	$975,000,000	$975,000,000

Historical Tenant Sales Summary⁽¹⁾
	2015	2016	2017	2018	TTM February 2019 Sales	TTM February 2019 Sales PSF
Anchor/Major Sales	$129,599,970	$129,282,829	$130,862,228	$138,705,093	$140,317,346	$1,046
Comparable In-Line Sales	$200,973,916	$207,912,708	$223,524,143	$244,916,086	$244,795,176	$1,154
Comparable Food Court Sales	$17,055,210	$19,744,070	$21,275,466	$23,538,795	$23,688,945	$1,580

Historical and Current Occupancy⁽¹⁾
	2014	2015	2016	2017	2018	Current⁽²⁾
The Venetian Hotel and Casino	95.1%	92.6%	98.3%	95.7%	99.1%	97.1%
Palazzo Resort and Casino	88.2%	89.5%	86.2%	88.4%	83.0%	86.2%
Total/Wtd. Avg.	92.6%	91.5%	93.9%	93.0%	93.3%	94.0%

Tenant Name	Credit Rating (Fitch/Moody’s/ S&P)⁽²⁾	Tenant NRSF	% of NRSF	Annual U/W Base Rent PSF⁽³⁾	Annual U/W Base Rent⁽⁴⁾	% of Total Annual U/W Base Rent	TTM February 2019 Sales		Occ. Cost %⁽⁵⁾	Term. Option	Lease Expiration
Tenant Name	Credit Rating (Fitch/Moody’s/ S&P)⁽²⁾	Tenant NRSF	% of NRSF	Annual U/W Base Rent PSF⁽³⁾	Annual U/W Base Rent⁽⁴⁾	% of Total Annual U/W Base Rent	$	PSF	Occ. Cost %⁽⁵⁾	Term. Option	Lease Expiration
Major Tenants
Emporio D’Gondola⁽⁶⁾	NR/NR/NR	922	0.1%	$4,394.46	$4,051,692	6.0%	NAV	NAV	NAV	N	5/31/2029
The Venetian Resort (Showroom/Theater)	BBB-/NR/BBB-	38,920	5.1%	$104.10	$4,051,619	6.0%	NAV	NAV	NAV	N	5/31/2029
Regis Galerie⁽⁷⁾	NR/NR/NR	28,099	3.7%	$84.27	$2,367,955	3.5%	$7,010,021	$249	33.8%	N	Various
Sephora	NR/NR/A+	10,074	1.3%	$228.31	$2,299,995	3.4%	NAV	NAV	NAV	N	7/31/2021
Welcome to Las Vegas⁽⁸⁾	NR/NR/NR	14,234	1.9%	$140.54	$2,000,502	3.0%	$6,612,970	$465	30.3%	N	Various
Grand Lux Cafe	NR/NR/NR	19,100	2.5%	$76.63	$1,463,633	2.2%	$21,992,535	$1,151	6.7%	N	12/31/2029
CUT By Wolfgang Puck	NR/NR/NR	12,247	1.6%	$103.00	$1,261,441	1.9%	$14,171,737	$1,157	8.9%	N	5/31/2028
Mercato Della Pescheria	NR/NR/NR	16,479	2.2%	$68.66	$1,131,448	1.7%	$9,158,574	$556	12.4%	N	11/30/2025
Bellusso Jewelry	NR/NR/NR	2,999	0.4%	$356.44	$1,068,964	1.6%	$8,173,547	$2,725	13.1%	N	11/30/2022
Golden Gai	NR/NR/NR	12,820	1.7%	$80.73	$1,034,959	1.5%	NAV	NAV	NAV	N	12/31/2029
TAO Asian Bistro	NR/NR/NR	15,175	2.0%	$64.58	$980,002	1.5%	$35,724,404	$2,354	2.7%	N	1/31/2025
Peter Lik Gallery	NR/NR/NR	4,394	0.6%	$222.96	$979,686	1.5%	$3,859,320	$878	25.4%	N	8/31/2021
Smith & Wollensky	NR/NR/NR	14,751	1.9%	$63.89	$942,502	1.4%	NAV	NAV	NAV	N	6/30/2028
Michael Kors⁽⁹⁾	BBB-/NR/BBB-	4,066	0.5%	$225.75	$917,907	1.4%	$3,264,594	$803	28.1%	N	Various
Recital Karaoke	NR/NR/NR	14,062	1.9%	$63.86	$897,999	1.3%	NAV	NAV	NAV	N	2/28/2029
Total Major Tenants		208,342	27.4%	$122.16	$25,450,304	38.0%

Other Tenants		506,286	66.6%	$82.14	$41,584,578	62.0%

Occupied Collateral Total		714,628	94.0%	$93.80	$67,034,881	100.0%

Vacant Space		45,263	6.0%

Collateral Total		759,891	100.0%

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⁽³⁾	3	2,080	0.3%	2,080	0.3%	$0	0.0%	$0.00
2019	17	39,567	5.2%	41,647	5.5%	$2,436,560	3.6%	$61.58
2020	26	80,052	10.5%	121,699	16.0%	$4,475,224	6.7%	$55.90
2021	16	28,634	3.8%	150,333	19.8%	$5,748,002	8.6%	$200.74
2022	13	35,084	4.6%	185,417	24.4%	$4,683,674	7.0%	$133.50
2023	20	41,038	5.4%	226,455	29.8%	$5,490,655	8.2%	$133.79
2024	23	60,412	8.0%	286,867	37.8%	$6,381,261	9.5%	$105.63
2025	22	146,378	19.3%	433,245	57.0%	$10,519,793	15.7%	$71.87
2026	9	29,721	3.9%	462,966	60.9%	$2,751,933	4.1%	$92.59
2027	3	6,142	0.8%	469,108	61.7%	$859,431	1.3%	$139.93
2028	9	48,011	6.3%	517,119	68.1%	$4,940,574	7.4%	$102.91
2029	27	185,418	24.4%	702,537	92.5%	$18,048,649	26.9%	$97.34
Thereafter	2	12,091	1.6%	714,628	94.0%	$699,125	1.0%	$57.82
Vacant	0	45,263	6.0%	759,891	100.0%	$0	0.0%	$0.00
Total/Weighted Average⁽⁴⁾	190	759,891	100.0%			$67,034,881	100.0%	$93.80

Property, Location	Type	Year Built/ Renovated	Size (SF)	Occ.	Inline Sales PSF	Anchor Tenants	Distance to Subject (mi.)
Grand Canal Shoppes Property Las Vegas, NV	Fashion/Specialty	1999/2007	759,891	94.0%⁽²⁾	$1,182⁽³⁾	TAO Nightclub, Theater, Grand Lux Café, Mercato Della Pescheria, TAO Asian Bistro, Recital Karaoke, Madame Tussaud Las Vegas, Verdugo West Brewery, Golden Gai	N/A
Primary Competition
Forum Shops at Caesars Las Vegas, NV	Fashion/Specialty	1992/1997, 2004	650,000	99%	$1,400 - $1,700	Upscale/themed retail project at Caesars with 1-2 levels	0.5
Wynn Las Vegas Retail Las Vegas, NV	Fashion/Specialty	2005/2008	150,000	95%	$2,000 - $3,000	Upscale retail areas located within The Wynn Las Vegas and Wynn Encore	0.3
The Shops at Crystals Las Vegas, NV	Fashion/Specialty	2009/NAP	360,000	94%	$1,200 - $1,400	Upscale specialty retail center with 3-levels on Las Vegas Strip part of City Center	1.1
Miracle Mile Shops Las Vegas, NV	Fashion/Specialty	2000/2008, 2016	494,000	93%	$825 - $875	Mid-Tier specialty retail center with 1 and 2 stories at Planet Hollywood	1.0
Fashion Show Mall Las Vegas, NV⁽⁴⁾	Super-Regional Center	1981/Various	1,875,400	95%	$825 - $875	Neiman Marcus, Dillard’s, Macy’s, Saks, Forever 21, Nordstrom, Dick’s Sporting Goods	0.3
Secondary Competition
The Linq Promenade Las Vegas, NV	Fashion/Specialty	2014/NAP	268,000	93%	- - -	Retail and entertainment specialty center including a number of restaurants and performance venues	0.4
Bellagio Shops Las Vegas, NV	Fashion/Specialty	1998/NAP	-	100%	- - -	Upscale shopping area located within Bellagio Resort and Casino	0.8
The Showcase Las Vegas, NV	Specialty Retail	1997/2003, 2009	347,281	97%	- - -	Coca-Cola, Ross, Hard Rock, M&M’s, Adidas	1.6
Las Vegas Premium Outlets Las Vegas, NV	Outlet Center	2003/NAP	676,113	100%	$1,400 - $1,600	Last Call Neiman Marcus, Off 5th Saks 5th Avenue, Nike	3.5