FWP 1 n2368_x1-prets.htm FREE WRITING PROSPECTUS

		FREE WRITING PROSPECTUS
		FILED PURSUANT TO RULE 433
		REGISTRATION FILE NO.: 333-226486-17

Free Writing Prospectus

Structural and Collateral Term Sheet

$696,302,595

(Approximate Initial Pool Balance)

Wells Fargo Commercial Mortgage Trust 2020-C58

as Issuing Entity

Wells Fargo Commercial Mortgage Securities, Inc.

as Depositor

Wells Fargo Bank, National Association

Barclays Capital Real Estate Inc.

LMF Commercial, LLC

BSPRT CMBS Finance, LLC

Argentic Real Estate Finance LLC

as Sponsors and Mortgage Loan Sellers

Commercial Mortgage Pass-Through Certificates
Series 2020-C58

November 24, 2020

WELLS FARGO
SECURITIES

Co-Lead Manager and

Joint Bookrunner

BARCLAYS

Co-Lead Manager and

Joint Bookrunner

Academy Securities

Co-Manager

Drexel Hamilton

Co-Manager

STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

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

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herein is preliminary as of the date hereof, supersedes any such information previously delivered to you and will be superseded by any such information subsequently delivered and ultimately by the final prospectus relating to the securities.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

This free writing prospectus has been prepared by the underwriters for information purposes only and does not constitute, in whole or in part, a prospectus for the purposes of Regulation (EU) 2017/1129 and/or Part VI of the Financial Services and Markets Act 2000, as amended, or other offering document.

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

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

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

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

IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES

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

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

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

IMPORTANT NOTICE RELATING TO AUTOMATICALLY-GENERATED EMAIL DISCLAIMERS

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

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

Wells Fargo Commercial Mortgage Trust 2020-C58

Transaction Highlights

I. Transaction Highlights

Mortgage Loan Sellers:

Mortgage Loan Seller	Number of Mortgage Loans	Number of Mortgaged Properties	Aggregate Cut-off Date Balance	% of Initial Pool Balance
Wells Fargo Bank, National Association	10	12	$233,296,017	33.5%
Barclays Capital Real Estate Inc.	9	23	150,585,000	21.6
LMF Commercial, LLC	17	18	119,525,069	17.2
BSPRT CMBS Finance, LLC	6	9	101,526,509	14.6
Argentic Real Estate Finance LLC	6	8	91,370,000	13.1
Total	48	70	$696,302,595	100.0%

Loan Pool:

Initial Pool Balance:	$696,302,595
Number of Mortgage Loans:	48
Average Cut-off Date Balance per Mortgage Loan:	$14,506,304
Number of Mortgaged Properties:	70
Average Cut-off Date Balance per Mortgaged Property⁽¹⁾:	$9,947,180
Weighted Average Mortgage Interest Rate:	3.788%
Ten Largest Mortgage Loans as % of Initial Pool Balance:	48.6%
Weighted Average Original Term to Maturity or ARD (months):	119
Weighted Average Remaining Term to Maturity or ARD (months):	116
Weighted Average Original Amortization Term (months)⁽²⁾:	360
Weighted Average Remaining Amortization Term (months)⁽²⁾:	358
Weighted Average Seasoning (months):	3

(1)

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

(2)

Excludes any mortgage loan that does not amortize.

Credit Statistics:

Weighted Average U/W Net Cash Flow DSCR⁽¹⁾⁽²⁾:	2.33x
Weighted Average U/W Net Operating Income Debt Yield⁽¹⁾⁽²⁾:	10.8%
Weighted Average Cut-off Date Loan-to-Value Ratio⁽¹⁾⁽²⁾:	59.9%
Weighted Average Balloon or ARD Loan-to-Value Ratio⁽¹⁾⁽²⁾:	54.0%
% of Mortgage Loans with Additional Subordinate Debt⁽³⁾:	6.5%
% of Mortgage Loans with Single Tenants⁽⁴⁾:	19.6%

(1)

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

(2)

For many of the mortgage loans, underwritten net cash flow, underwritten net operating income and appraised values of the related mortgaged properties were determined, or were calculated based on information as of a date, prior to the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, and the loan-to-value, debt service coverage and debt yield metrics presented in this term sheet may not reflect current market conditions.

(3)

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

(4)

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

Wells Fargo Commercial Mortgage Trust 2020-C58

Transaction Highlights

II. COVID-19 Update

The following table contains information regarding the status of the mortgage loans and mortgaged properties provided by the respective borrowers as of the date set forth in the “Information As Of Date” column. The cumulative effects of the COVID-19 emergency on the global economy may cause tenants to be unable to pay their rent and borrowers to be unable to pay debt service under the mortgage loans. As a result, we cannot assure you that the information in the following table is indicative of future performance or that tenants or borrowers will not seek rent or debt service relief (including forbearance arrangements) or other lease or loan modifications in the future. Such actions may lead to shortfalls and losses on the certificates. Any information in the following table will be superseded by the information contained under the heading “Description of the Mortgage Pool—COVID-19 Considerations” in the Preliminary Prospectus.

Mortgage Loan Seller

Information As Of Date

Origination Date

Mortgaged Property Name

Mortgaged Property Type

October Debt Service Payment Received (Y/N)

November Debt Service Payment Received (Y/N)

Forbearance or Other Debt Service Relief Requested (Y/N)

Other Loan Modification Requested (Y/N)

Lease Modification or Rent Relief Requested (Y/N)

Total SF or Unit Count Making Full October Rent Payment (%)⁽¹⁾

UW October Base Rent Paid (%)

Total SF or
Unit Count
Making Full
November
Rent
Payment (%)⁽¹⁾

UW November Base Rent Paid (%)

WFB

11/20/2020

11/13/2020

McClellan Park

Industrial

NAP⁽²⁾

Y⁽³⁾

99.0%

97.0%⁽³⁾

Barclays

11/16/2020

2/14/2020

MGM Grand & Mandalay Bay

Hospitality

100.0%

WFB

11/12/2020

10/7/2020

Pacific Gateway II

Office

NAP⁽⁴⁾

Y⁽⁵⁾

84.7%⁽⁶⁾

99.1%

⁽⁶⁾⁽⁷⁾

⁽⁷⁾

BSPRT

11/20/2020

11/5/2020

CoLinx Distribution Center

Industrial

NAP⁽²⁾

100.0%

WFB

11/19/2020

10/1/2020

The Arboretum

Retail

NAP⁽⁴⁾

Y⁽⁸⁾

93.9%

95.7%

92.8%

91.9%

AREF

11/10/2020

2/21/2020

HPE Campus

Office

100.0%

BSPRT

11/20/2020

10/22/2019

Alto Pomona

Industrial

100.0%

Barclays

11/16/2020

3/13/2020

Palmetto Plaza

Retail

Y⁽⁹⁾

97.7%

99.3%

97.7%

99.3%

Barclays

11/16/2020

11/12/2020

Goldman Chicago Multifamily Portfolio Tranche 3

Multifamily

NAP⁽²⁾

97.8%⁽¹⁰⁾

95.8%⁽¹⁰⁾

AREF

11/13/2020

10/20/2020

Sullyfield Commerce Center I & II

Industrial

NAP⁽²⁾

100.0%

WFB

11/16/2020

10/9/2020

10725 North De Anza Boulevard

Office

NAP⁽⁴⁾

100.0%

LMF

11/20/2020

2/5/2020

Bel Villaggio

Retail

Y⁽¹¹⁾

71.6%

68.8%

41.3%

61.5%

WFB

11/16/2020

8/14/2020

Home Depot - Gardena

Retail

Y⁽¹²⁾

100.0%

AREF

11/18/2020

10/23/2020

Stone & Montague Portfolio

Mixed Use

NAP⁽²⁾

Y⁽¹³⁾

83.6%

86.0%

83.6%

86.0%

WFB

10/31/2020

10/1/2020

120 Wall Street

Office

NAP⁽⁴⁾

Y⁽¹⁴⁾

93.0%⁽¹⁵⁾

96.8%⁽¹⁵⁾

^(7)(15)

Barclays

11/16/2020

11/15/2019

One Stockton

Retail

100.0%

BSPRT

11/18/2020

10/6/2020

Summerfield Apartments

Multifamily

NAP⁽⁴⁾

95.0%

88.2%⁽¹⁶⁾

LMF

11/19/2020

10/22/2020

Commerce Corporate Center

Office

NAP⁽²⁾

Y⁽¹⁷⁾

⁽⁷⁾

99.4%

95.1%

95.4%

WFB

11/5/2020]

2/27/2020

Courtyard Marriott Solana Beach

Hospitality

Y⁽¹⁸⁾

⁽¹⁹⁾

Barclays

11/16/2020

11/13/2020

100 Brandywine Boulevard

Office

NAP⁽²⁾

Y⁽²⁰⁾

83.1%

81.7%⁽²⁰⁾

83.1%

81.7%⁽²⁰⁾

BSPRT

11/20/2020

11/16/2020

West River Flats

Multifamily

NAP⁽²⁾

97.0%

98.0%

NAV⁽²¹⁾

AREF

11/18/2020

37 East 28th Street

Mixed Use

NAP⁽²⁾

Y⁽²²⁾

81.1%

75.2%

81.1%

71.9%

LMF

11/20/2020

10/14/2020

Centre Point

Office

NAP⁽²⁾

Y⁽²³⁾

100.0%

Barclays

11/16/2020

Hyde Park Multifamily Portfolio

Multifamily

NAP⁽²⁾

98.9%⁽²⁴⁾

93.0%⁽²⁴⁾

WFB

11/18/2020

2/11/2020

284 West Shaw and 1701 Santa Clara

Retail

Y⁽²⁵⁾

Y⁽²⁶⁾

100.0%

97.3%

100.0%

Barclays

11/16/2020

11/2/2020

Goldman Chicago Multifamily Portfolio Tranche 4

Multifamily

NAP⁽²⁾

90.7%⁽²⁷⁾

81.7%⁽²⁷⁾

AREF

11/13/2020

11/19/2020

Alto 211

Office

NAP⁽²⁾

Y⁽²⁸⁾

100.0%

99.3%

LMF

11/19/2020

11/16/2020

170 North High Street

Office

NAP⁽²⁾

100.0%

LMF

11/1/2020

2/13/2020

Holiday Inn Salina

Hospitality

Y⁽²⁹⁾

NAP

⁽³⁰⁾

LMF

11/18/2020

1/31/2020

Twilley Center

Retail

100.0%

WFB

11/6/2020

9/29/2020

Tractor Supply Portfolio

Retail

NAP⁽⁴⁾

100.0%

BSPRT

11/20/2020

10/6/2020

Radcliff Apartment Portfolio

Multifamily

NAP⁽⁴⁾

94.5%

94.9%

NAV⁽²¹⁾

LMF

11/19/2020

10/20/2020

Plaza Del Mar

Retail

NAP⁽²⁾

Yes⁽³¹⁾

NAV⁽³²⁾

79.0%

62.4%

WFB

10/16/2020

10/5/2020

National Self Storage - Dove Mountain

Self Storage

NAP⁽⁴⁾

95.9%

95.2%

95.5%

94.3%

LMF

11/19/2020

11/18/2020

Clearfork MHC and Town & Country MHC Portfolio

Manufactured Housing Community

NAP⁽²⁾

97.4%

82.1%

AREF

11/13/2020

10/22/2020

Baltimore Station

Mixed Use

NAP⁽²⁾

Y⁽³³⁾

83.4%

86.2%

83.4%

81.9%

Barclays

11/16/2020

10/30/2020

866 UN Plaza

Office

NAP⁽²⁾

100.0%

LMF

11/19/2020

11/3/2020

Tree Garden Business Park

Industrial

NAP⁽²⁾

Y⁽³⁴⁾

100.0%

87.9%

88.1%

Barclays

11/16/2020

10/6/2020

126 N Jefferson

Office

NAP⁽⁴⁾

100.0%

100.0%⁽³⁵⁾

100.0%

100.0%⁽³⁵⁾

LMF

11/17/2020

10/28/2020

Golden Cove MHC

Manufactured Housing Community

NAP⁽²⁾

100.0%

BSPRT

11/20/2020

10/15/2020

The Meadows and Westwood II & III Apartments

Multifamily

NAP⁽²⁾

94.4%

94.9%

93.5%

93.4%

LMF

11/17/2020

11/13/2020

Fabric Lofts Apartments

Mixed Use

NAP⁽²⁾

100.0%

LMF

11/17/2020

10/16/2020

Jefferson Square Plaza

Mixed Use

NAP⁽²⁾

Y⁽³⁶⁾

93.4%

98.0%

58.5%

59.0%

LMF

11/19/2020

10/20/2020

Satterfield Marketplace

Retail

NAP⁽²⁾

N⁽³⁷⁾

100.0%

LMF

11/18/2020

10/14/2020

5555 West Loop Office

Office

NAP⁽²⁾

98.4%

98.5%

91.1%

91.8%

LMF

11/19/2020

11/13/2020

1226 E. 7th Street

Multifamily

NAP⁽²⁾

100.0%

LMF

11/19/2020

11/13/2020

1047 E. 7th Street

Multifamily

NAP⁽²⁾

100.0%

LMF

11/19/2020

11/13/2020

409-413 E. 7th Street

Multifamily

NAP⁽²⁾

100.0%

(1)

Except as otherwise stated, Total SF or Unit Count Making Full October Rent Payment (%) and Total SF or Unit Count Making Full October Rent Payment (%) are presented as percentages of the total net rentable area. With respect to McClellan Park, The Arboretum, 120 Wall Street and 100 Brandywine Boulevard mortgaged properties, Total SF or Unit Count Making Full Rent Payment and UW Base Rent Paid percentages are based on occupied rather than total SF.

(2)

The related mortgage loans have their first due date in December 2020 or January 2021.

Wells Fargo Commercial Mortgage Trust 2020-C58 Transaction Highlights

(3)

With respect to the McClellan Park mortgaged property, six tenants, representing 5.7% of the NRA have requested rent relief. In addition, the November information assumes all federal and state tenants have paid, which they usually pay in arrears in the first week of the following month.

(4)

The related mortgage loans have their first due date in November 2020.

(5)

With respect to the Pacific Gateway II mortgaged property, one tenant (0.7% of NRA and 0.9% of UW Rent) requested and received a rent deferral from September 2020 through February 2021, to be repaid over the following 10 months from March 2021 through December 2021.

(6)

With respect to the Pacific Gateway II mortgaged property, 14.6% of NRA is vacant.

(7)

With respect to the Pacific Gateway II and 120 Wall Street mortgaged properties, although October collections were reported, an accurate estimate of the percentage of Total SF or Unit Count Making Full Rent Payment (%) for November cannot be determined for the mortgage loans based on information received. With respect to the Commerce Corporate Center mortgaged property, although October collections were reported, an accurate estimate of the percentage of Total SF or Unit Count Making Full Rent Payment (%) for October cannot be determined for the mortgage loans based on information received.

(8)

With respect to The Arboretum mortgaged property, 31 tenants, representing 27.5% of UW Rent were granted rent deferrals ranging from one to four months with leases extended by the number of months deferred.

(9)

The Palmetto Plaza Property has three tenants, Rise Fitness, (11.3% of NRA and 8.8% of UW Base Rent), Affordable Dentures (2.2% of NRA and 2.5% of UW Base Rent), and Hamilton Ink (1.4% of NRA and 2.1% of UW Base Rent) that were granted rent relief. All three of tenants’ rent relief periods have ended, and they are current on all rent obligations as of November 2020. Additionally, Spectra Chrome (2.3% of NRA and 0.7% of UW Base Rent) has only been paying rent on a portion of its space. The borrower sponsors are negotiating with the tenant about using its security deposit to become current on its rent.

(10)

With respect to the Goldman Chicago Multifamily Portfolio Tranche 3 mortgaged properties, Total SF or Unit Count Making Full October Rent Payment (%) and UW October Base Rent Paid (%) are based on rent collections through October 31, 2020 and Total SF or Unit Count Making Full November Rent Payment (%) and UW November Base Rent Paid (%) are based on rent collections through November 16, 2020.

(11)

With respect to the Bel Villaggio mortgaged property, Shogun Murrieta, LLC, the largest tenant, representing 6.9% of NRA, executed a lease modification which deferred base rent and reimbursements for April and May 2020, abated base rent in June 2020, and deferred half of the rent and reimbursements in November 2020. Shogun Murrieta, LLC is required to repay deferred rent in equal monthly installments of $10,863 from January 2021 to June 2021. Additionally, 14 tenants, representing 39.9% of NRA) were granted some form of rent relief under verbal agreement with the borrower.

(12)

With respect to the Home Depot – Gardena mortgaged property, in August 2020 one tenant, representing 10.0% of NRA and 5.6% of UW Rent, had its lease amendment to defer base rent by 1/3rd for a 12 month period from April 2020 through March 2021, with full contractual rent to resume in April 2021. Provided the tenant is not in default, the landlord will forgive 50% of the deferred rent and the tenant will repay the balance in 12 equal monthly installments beginning April 2021.

(13)

With respect to the Stone & Montague Portfolio mortgaged properties, the borrower sponsors reported that one commercial tenant, Murphy's Tavern, representing 15.1% of NRA and 21.0% of UW Base Rent (without rent steps), has been paying reduced rent since April 2020 and is expected to start paying full rent in January 2021 pursuant to a verbal agreement with the borrower. The borrower and guarantors executed a master lease guaranteeing payments under Murphy's Tavern’s lease, which expires two years after the maturity date of the mortgage loan. The mortgage loan is structured with a $300,000 upfront debt service reserve. Furthermore, Satori Laser (8.4% of NRA) was in a free rent period and will begin paying full, unabated rent in December 2020, as such was excluded from the calculations above. A one-month free rent reserve of $13,684 was escrowed upfront for such tenant.

(14)

With respect to the 120 Wall Street mortgaged property, two tenants (Foundation for AIDS Research and AFS-USA, Inc.) representing 10.6% of NRA and 9.9% of UW Rent, requested rent relief. The Foundation for AIDS Research’s request was denied and the AFS-USA, Inc.’s request is being evaluated.

(15)

With respect to 120 Wall Street mortgaged property, six tenants (11.1% of NRA and 10.4% of UW rent) have not made all of their contractual base rent payments. The Eye-Bank for SightResearch has not made September 2020 rent payments on 7,793 SF of its space (1.2% of NRA and 1.0% of UW Rent). The New Press (1.2% of NRA and 1.3% of UW rent) did not pay rent in April 2020, but it is expected to be paid by year end 2020. Georgoulis / Cohen (0.9% of NRA and 0.8% of UW rent) has not paid rent since July 2020, but has been sending in additional payments to resolve the delinquency.

(16)

With respect to the Summerfield Apartments mortgaged property, November percentages are based on total collections on partial month November as of November 18, 2020 and prior month gross potential rent.

(17)

With respect to the Commerce Corporate Center mortgaged property, three tenants received rent abatements. PeopleShare, Inc., the 25th-largest tenant, representing 1.2% of NRA received two months of abated rent ($8,155) and the tenant extended its lease by two months. National Discount Cruise Co., the 27th-largest tenant, representing 1.2% of NRA, received two months of abated rent ($7,188) and the tenant extended its lease by two months. Heidi C. Noll, Esquire, the 55th-largest tenant, representing 0.4% of NRA, received one month of abated rent ($1,516) and the tenant extended its lease by two years.

(18)

With respect to the Courtyard Marriott Solana Beach mortgage loan, the mortgage loan has been modified to (a) waive springing cash management triggered by a 1.20x DSCR and waive the springing seasonality reserve for 12 months until January 1, 2022 and (b) include a $709,246 debt service reserve, representing approximately 6 months of payments.

(19)

With respect to the Courtyard Marriott Solana Beach mortgaged property, the August and September 2020 occupancy, ADR and RevPAR information was 69.9%, $122.77, $85.77 and 59.6%, $126.52, $75.39, respectively. Occupancy, ADR and RevPAR information is due to the lender 30 days after month’s end; therefore, October 2020 [and November 2020] information is not available.

(20)

The 100 Brandywine Boulevard Property has one tenant, Hearthside Realty, (12.9% of NRA and 18.3% of UW Base Rent) that has requested rent relief. The tenant has reached an agreement with the borrower to continue to pay 50.0% of base rent for June through December 2020, which will be repaid in equal installments over the 15-month period from January 2021 to March 2022.

(21)

With respect to the West River Flats and Radcliff Apartment Portfolio mortgaged properties, information regarding November collections is unavailable as it is provided towards the end of the respective month.

(22)

With respect the 37 East 28th Street mortgaged property, the borrower sponsor reported that six tenants, representing 29.0% of NRA and 41.9% of UW Base Rent ("Rent Relief Tenants"), have lease modifications or verbal agreements to pay reduced, deferred and/or abated rent, including the months of October and November. The Rent Relief Tenants paid their respective October and November rent payment as agreed and as such were included in the calculation of Total SF Making Full October or November Rent Payment. Abe Health, LLC, representing 3.0% of NRA and 3.2% of the UW Base Rent, is not yet in occupancy of its space and did not pay rent in October or November. In addition, Dianne Harrison USA Inc., representing 2.6% of NRA and 2.7% of UW Base Rent, has not been occupying its space and did not pay rent in October or November. The mortgage loan is structured with a COVID-19 rent reserve of $675,000, equivalent to approximately 12 months’ gross rent for three of the six Rent Relief Tenants and Abe Health, LLC. The COVID-19 rent reserve will be disbursed upon the satisfaction of certain conditions for at least three consecutive months, including, but not limited to: (i) the occupancy level exceeds 80.0%, (ii) the debt yield is at least 8.0% and (iii) all tenants are paying unabated rent. The borrower and guarantors executed a master lease agreement to guarantee rent payments for the spaces leased to the remaining three Rent Relief Tenants, Abe Health, LLC, and tenant Sharon Realty NY Corp., a borrower sponsor affiliate. The master lease is scheduled to expire (i) 15 years after commencement for three tenant spaces and (ii) upon the satisfaction of certain conditions for the remaining spaces, including: when the tenant, or a replacement tenant acceptable to the lender, has (a) taken occupancy and paid full rent for 6 consecutive months or (b) executed a long-term extension or new lease, as applicable. The borrower funded a debt service reserve in the amount of $595,000 and an earnout reserve of $500,000 at origination, which amounts will be disbursed upon the satisfaction of certain conditions including the mortgaged property achieving a debt yield of at least 9.5% for at least one calendar quarter.

(23)

With respect to the Centre Point mortgaged property, Ignitist, Inc, the second largest tenant, representing 18.8% of NRA, received a rent deferment in which the tenant was required to pay 50% fixed rent from March through July 2020 (5 months). Beginning January 2021 through April 2021, the tenant will be required to repay the deferred rent in four monthly installments of $17,425.55.

(24)

With respect to the Hyde Park Multifamily Portfolio mortgaged properties, Total SF or Unit Count Making Full October Rent Payment (%) and UW October Base Rent Paid (%) are based on rent collections through October 31, 2020 and Total SF or Unit Count Making Full November Rent Payment (%) and UW November Base Rent Paid (%) are based on rent collections through November 16, 2020. The borrower sponsor expects that November 2020 rent collections will ultimately be in-line with October 2020 collections.

(25)

With respect to 284 West Shaw and 1701 Santa Clara, the mortgage loan was modified to suspend the cash flow sweep for the sole tenant at 284 West Shaw mortgaged property (Crunch Fitness) being dark; however, the modification effectively ended once the tenant re-opened in June 2020.

(26)

With respect to the 1701 Santa Clara mortgaged property, two tenants (Dr. Liro DDS and Farmers Insurance), collectively representing 18.7% of NRA and 18.5% of UW Rent, received rent deferrals in May and June 2020. The deferred rent is required to be paid back over the period of each tenant’s remaining lease term starting in July 2020.

(27)

With respect to the Goldman Chicago Multifamily Portfolio Tranche 4 mortgaged properties, Total SF or Unit Count Making Full October Rent Payment (%) and UW October Base Rent Paid (%) are based on rent collections through October 31, 2020 and Total SF or Unit Count Making Full November Rent Payment (%) and UW November Base Rent Paid (%) are based on rent collections through November 16, 2020.

(28)

With respect to the Alto 211 mortgaged property, the borrower sponsor reported that 12 tenants representing 38.6% of NRA and 7 tenants representing 20.9% of NRA, were entitled to free rent during the months of October and November, respectively, as such, these tenants were included in the calculation as having paid full rent. When excluding these tenants in the calculation, the percentages are 58.3%, 62.9%, 76.2% and 74.0% for Total SF or Unit Count Making Full October Rent Payment (%), UW October Base Rent Paid (%), Total SF or Unit Count Making Full November Rent Payment (%), and UW November Base Rent Paid (%), respectively. The mortgage loan is structured with an upfront free rent reserve in the amount of $99,018 for the remaining free rent associated with these leases. In addition, an upfront debt service reserve of $450,000 was funded at origination.

(29)

With respect to the Holiday Inn Salina mortgaged property, the borrower and lender entered into forbearance agreement dated May 20, 2020 which allowed for the deferral of monthly principal and interest payments and monthly FF&E deposits so long as the borrower continued to make monthly tax and insurance deposit payments. During the forbearance period (May 2020 – July 2020), notwithstanding the forbearance agreement, the borrower made regularly scheduled payments due under the mortgage loan agreement (other than $991.89 not paid in June 2020 due to servicing administrative billing error, which has since been repaid). The forbearance agreement provided for a potential extension but the mortgaged property revenue exceeded that required for an extension under the forbearance agreement and the term of the forbearance agreement expired in July 2020. Commencing March 2020, the borrower stopped paying license fees to the franchisor. The borrower had discussions with the franchisor regarding a deferral/abatement of these fees and never entered into a written agreement. As of November 15, 2020, the borrower had paid in full all outstanding fees (March – November, 2020) due to the franchisor.

(30)

With respect to the Holiday Inn Salina mortgaged property, the September and October 2020 occupancy, ADR and RevPAR information was 64.4%, $82.17 and $52.90 and 60.0%, $83.78 and $50.27, respectively. November 2020 information is not available.

(31)

With respect to the Plaza Del Mar mortgaged property, Wild Fork Foods, the largest tenant, representing 20.8% of NRA, received 50% rent reduction in May and July 2020 and the borrower and the tenant agreed to reduce base rent by $4,000 per month from November 2020 through December 2021. Cao Cafe, the third-largest tenant, representing 8.1% of NRA, received rent relief of 100% in March and May 2020, and rent relief of 50% in June and August 2020, totaling approximately $36,000. Cao Cafe agreed to repay approximately $18,000 to the seller of the mortgaged property, and the other half was written off (no payment is owed to the borrower). Vanny Nail, the fifth-largest tenant, representing 6.3% of NRA received 100% rent relief in July 2020.

(32)

With respect to the Plaza Del Mar mortgaged property, Total SF or Unit Count Making Full October Rent Payment (%) and UW October Base Rent Paid (%) are unavailable because the mortgaged property was acquired in October 2020.

(33)

With respect to the Baltimore Station mortgaged property, the borrower sponsor reported that four tenants, representing 17.4% of the unit count for the multifamily component, did not pay full rent in October and November. The borrower sponsor intends to vacate these units when the related eviction moratorium has been lifted. In addition, three of the four commercial tenants, representing 21.6% of total NRA and 21.4% of UW Base Rent, are not yet in occupancy or have not commenced paying rent and as such were excluded from the calculations. An upfront gap rent reserve associated with these tenants in the amount of $53,437 was funded at origination. The percentage for Total SF or Unit Count Making Full Rent Payment was calculated as a weighted average of the mortgaged property by unit with the one in place commercial tenant counting as one unit.

(34)

With respect to the Tree Garden Business Park mortgaged property, Textronics, the third-largest tenant, representing 12.1% of NRA paid 50% of its base rent in April, May, June and July 2020, renewed its lease in June 2020 and is repaying approximately $19,000 of rent on a weekly payment plan.

(35)

With respect to the 126 N Jefferson mortgaged property, two tenants have been granted abated rent on their respective expansion leases. These tenants are both current as of their October 2020 and November 2020 rent obligations and all abated rent was reserved at origination.

Wells Fargo Commercial Mortgage Trust 2020-C58 Transaction Highlights

(36)

With respect to the Jefferson Square Plaza mortgaged property, the seller of the mortgaged property provided rent relief in response to three formal rent relief requests. Bethlehem Pre-School, the largest tenant, representing 16.0% of NRA, had $11,587 in base rent due in June 2020 waived. Organizacion Cristiana Amor Viviente, the second-largest tenant, representing 11.3% of NRA, had $18,263 in base rent due in May, June and July 2020 waived. New Covenant of Love & Restoration Ministries, the third-largest tenant, representing 5.7% of NRA, had $5,104 in base rent due in May 2020 waived. In addition 23 tenants had rent delinquencies totaling $15,695 through July 31, 2020, which was forgiven in conjunction of the sale of the mortgaged property to the borrower.

(37)

With respect to the Satterfield Marketplace mortgaged property, Aspen Dental, the largest tenant, representing 28.6% of NRA received 100% base rent abatement in April and May 2020 and extended its lease through May 2030. My Eyelab, the third-largest tenant, representing 19.8% of NRA received 100% deferral of base rent for the month of February 2020 and 50% deferral of base rent for the months of March 2020 through June 2020. The tenant repaid all deferred rent and reimbursements in August and September. Original Mattress Factory, the fourth-largest tenant, representing 19.6% of NRA received 100% base rent abatement for approximately 1 month in April. Tropical Smoothie Café, the fifth-largest tenant, representing 11.4% of NRA received a 50% base rent abatement from April 2020 through June 2020 and extended its lease by 2 months.

See “Risk Factors—Risks Related to Market Conditions and Other External Factors—The Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans”.

Wells Fargo Commercial Mortgage Trust 2020-C58

Characteristics of the Mortgage Pool

III. Summary of the Whole Loans

No.	Loan Name	Mortgage Loan Seller in WFCM 2020-C58	Trust Cut-off Date Balance	Aggregate Pari Passu Companion Loan Cut-off Date Balance⁽¹⁾	Controlling Pooling/Trust & Servicing Agreement	Master Servicer	Special Servicer	Related Pari Passu Companion Loan(s) Securitizations	Related Pari Passu Companion Loan(s) Original Balance
1	McClellan Park	WFB	$69,000,000	$358,000,000	BMARK 2020-B21⁽²⁾⁽³⁾	Midland Loan Services, a Division of PNC Bank, National Association⁽²⁾	Midland Loan Services, a Division of PNC Bank, National Association⁽²⁾	BMARK 2020-B21⁽³⁾	$75,000,000
								Future Securitization(s)	$214,000,000
2	MGM Grand & Mandalay Bay	Barclays	$45,000,000	$1,634,200,000	BX 2020-VIVA	KeyBank National Association	Situs Holdings, LLC	BX 2020-VIVA	$670,139
								BX 2020-VIV2	$794,861
								BX 2020-VIV3	$1,000,000
								BMARK 2020-B18	$65,000,000
								BMARK 2020-B19	$80,000,000
								BMARK 2020-B20	$70,000,000
								BMARK 2020-B21⁽³⁾	$75,000,000
								BBCMS 2020-C8	$69,500,000
								DBJPM 2020-C9	$50,000,000
								Future Securitization(s)	$1,177,235,000
5	The Arboretum	WFB	$34,890,190	$99,686,258	BANK 2020-BNK29⁽⁴⁾	Wells Fargo Bank, National Association	Rialto Capital Advisors, LLC	BANK 2020-BNK29⁽⁴⁾	$40,000,000
								Future Securitization(s)	$25,000,000
6	HPE Campus	AREF	$26,770,000	$66,770,000	MSC 2020-HR8	Wells Fargo Bank, National Association	Midland Loan Services, a Division of PNC Bank, National Association	MSC 2020-HR8	$20,000,000
						Wells Fargo Bank, National Association		WFCM 2020-C56	$20,000,000
15	120 Wall Street	WFB	$15,000,000	$165,000,000	BANK 2020-BNK29⁽⁴⁾	Wells Fargo Bank, National Association	Rialto Capital Advisors, LLC	BANK 2020-BNK29⁽⁴⁾	$80,000,000
						Wells Fargo Bank, National Association	Rialto Capital Advisors, LLC	BMARK 2020-B20	$70,000,000
16	One Stockton	Barclays	$15,000,000	$66,000,000	WFCM 2020-C55	Wells Fargo Bank, National Association	Rialto Capital Advisors, LLC	WFCM 2020-C55	$30,000,000
						Wells Fargo Bank, National Association		BBCMS 2020-C7	$21,000,000
19	Courtyard Marriott Solana Beach	WFB	$14,303,056	$25,646,859	WFCM 2020-C58	Wells Fargo Bank, National Association	Rialto Capital Advisors, LLC	BANK 2020-BNK29⁽⁴⁾	$11,500,000

(1)

The Aggregate Pari Passu Companion Loan Cut-off Date Balance excludes any related Subordinate Companion Loans.

(2)

The related whole loan is expected to initially be serviced under the BMARK 2020-B21 securitization pooling and servicing agreement until the securitization of the related “lead” pari passu note, after which the related whole loan will be serviced under the pooling and servicing agreement governing such securitization of the related “lead” pari passu note. The master servicer and special servicer for such securitization will be identified in a notice, report or statement to holders of the WFCM 2020-C58 certificates after the closing of such securitization. Control rights with respect to the related whole loan will be exercised by the holder of the “lead” pari passu note.

(3)

The BMARK 2020-B21 transaction is expected to close on or about November 30, 2020.

(4)

The BANK 2020-BNK29 transaction is expected to close on or about November 30, 2020.

Wells Fargo Commercial Mortgage Trust 2020-C58

Characteristics of the Mortgage Pool

IV. Property Type Distribution⁽¹⁾

Property Type	Number of Mortgaged Properties	Aggregate Cut-off Date Balance ($)	% of Initial Pool Balance (%)	Weighted Average Cut-off Date LTV Ratio (%)	Weighted Average Balloon LTV Ratio (%)	Weighted Average U/W NCF DSCR (x)	Weighted Average U/W NOI Debt Yield (%)	Weighted Average U/W NCF Debt Yield (%)	Weighted Average Mortgage Rate (%)
Office	12	$177,137,361	25.4%	64.3%	57.1%	2.10x	10.5%	9.6%	3.787%
Suburban	7	131,497,361	18.9	65.1	57.1	2.04	10.4	9.6	3.745
CBD	5	45,640,000	6.6	62.0	57.2	2.27	11.0	9.5	3.907
Industrial	5	155,375,287	22.3	60.1	55.2	2.49	10.6	9.7	3.723
Warehouse	1	69,000,000	9.9	60.2	60.2	2.90	10.5	9.7	3.309
Warehouse Distribution	2	60,324,003	8.7	66.1	54.4	1.36	9.1	8.2	4.402
Flex	2	26,051,284	3.7	45.8	43.4	4.02	14.3	13.4	3.246
Retail	12	142,681,811	20.5	58.6	52.7	2.07	9.9	9.3	3.723
Anchored	3	73,040,190	10.5	56.4	48.3	2.07	10.1	9.6	3.448
Single Tenant	4	28,766,663	4.1	61.9	59.1	1.80	8.1	7.8	4.018
Unanchored	4	24,712,708	3.5	59.4	52.6	2.00	11.1	10.2	4.291
Shadow Anchored	1	16,162,250	2.3	61.2	61.2	2.65	10.5	9.6	3.570
Multifamily	26	89,027,507	12.8	63.7	55.6	2.06	9.9	9.5	3.681
Low Rise	17	52,385,000	7.5	67.4	56.5	1.88	10.0	9.6	3.693
Garden	6	27,142,507	3.9	60.2	54.7	2.27	10.2	9.6	3.702
Mid Rise	3	9,500,000	1.4	53.5	53.5	2.44	9.0	8.8	3.553
Hospitality	4	68,499,584	9.8	45.8	41.4	3.94	16.2	15.7	3.709
Full Service	3	54,196,528	7.8	40.2	38.3	4.42	17.1	16.8	3.738
Select Service	1	14,303,056	2.1	67.0	53.1	2.11	12.8	11.7	3.600
Mixed Use	7	44,244,045	6.4	57.0	54.9	1.91	9.2	8.9	4.313
Office/Retail	2	17,544,045	2.5	47.2	44.1	2.10	10.5	10.0	4.305
Multifamily/Retail	2	11,200,000	1.6	64.0	60.5	1.66	8.3	8.2	4.275
Retail/Office/Multifamily	1	6,670,000	1.0	63.0	63.0	1.87	8.4	8.2	4.350
Retail/Multifamily/Office	1	5,300,000	0.8	63.0	63.0	1.87	8.4	8.2	4.350
Retail/Multifamily	1	3,530,000	0.5	63.0	63.0	1.87	8.4	8.2	4.350
Manufactured Housing Community	3	12,337,000	1.8	70.3	63.8	1.57	10.0	9.9	4.759
Manufactured Housing Community	3	12,337,000	1.8	70.3	63.8	1.57	10.0	9.9	4.759
Self Storage	1	7,000,000	1.0	63.1	54.1	1.67	9.3	9.2	3.673
Self Storage	1	7,000,000	1.0	63.1	54.1	1.67	9.3	9.2	3.673
Total/Weighted Average:	70	$696,302,595	100.0%	59.9%	54.0%	2.33x	10.8%	10.1%	3.788%

(1)

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

Wells Fargo Commercial Mortgage Trust 2020-C58

Characteristics of the Mortgage Pool

V. Large Loan Summaries

Industrial – Warehouse

Loan #1

Cut-off Date Balance:

$69,000,000

Various

McClellan, CA 95652

McClellan Park

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

60.2%

2.90x

10.5%

No. 1 – McClellan Park

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		Wells Fargo Bank, National Association			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/KBRA/Moody’s):		NR/NR/NR			Property Type – Subtype:	Industrial - Warehouse
Original Principal Balance⁽¹⁾:		$69,000,000			Location:	McClellan, CA
Cut-off Date Balance⁽¹⁾:		$69,000,000			Size:	6,925,484 SF
% of Initial Pool Balance:		9.9%			Cut-off Date Balance Per SF⁽¹⁾:	$51.69
Loan Purpose:		Refinance			Maturity Date Balance Per SF⁽¹⁾:	$51.69
Borrower Sponsor:		McClellan Business Park, LLC			Year Built/Renovated:	1938/2019
Guarantor:		McClellan Business Park, LLC			Title Vesting:	Fee
Mortgage Rate:		3.3090%			Property Manager:	Self-managed
Note Date:		November 13, 2020			Current Occupancy (As of):	86.8% (9/15/2020)
Seasoning:		0 months			YE 2019 Occupancy⁽³⁾:	88.4%
Maturity Date:		December 11, 2030			YE 2018 Occupancy⁽³⁾:	83.4%
IO Period:		0 months			YE 2017 Occupancy⁽³⁾:	80.3%
Loan Term (Original):		120 months			YE 2016 Occupancy⁽³⁾:	NAP
Amortization Term (Original):		NAP			As-Is Appraised Value:	$595,000,000
Loan Amortization Type:		Interest-only, Balloon			As-Is Appraised Value Per SF:	$85.91
Call Protection:		YM(24),YM or D(89),O(7)			As-Is Appraisal Valuation Date:	September 15, 2020
Lockbox Type:		Hard/Springing Cash Management
Additional Debt⁽¹⁾:		Yes			Underwriting and Financial Information⁽⁴⁾
Additional Debt Type (Balance)⁽¹⁾:		Pari Passu ($289,000,000)			TTM NOI (9/30/2020):	$29,593,816
					YE 2019 NOI⁽⁵⁾:	$27,579,910
					YE 2018 NOI⁽⁵⁾:	$24,924,493
					YE 2017 NOI⁽⁵⁾:	$21,645,209
Escrows and Reserves⁽²⁾					U/W Revenues:	$52,666,380
	Initial		Monthly	Cap	U/W Expenses:	$15,037,967
Taxes	$0		Springing	NAP	U/W NOI⁽⁵⁾:	$37,628,413
Insurance	$0		Springing	NAP	U/W NCF:	$34,858,219
Replacement Reserves	$0		Springing	$2,077,645	U/W DSCR based on NOI/NCF⁽¹⁾:	3.13x / 2.90x
TI/LC Reserves	$0		Springing	$6,925,484	U/W Debt Yield based on NOI/NCF⁽¹⁾:	10.5% / 9.7%
Tenant Specific TI/LC	$5,482,591		$0	NAP	U/W Debt Yield at Maturity based on NOI/NCF⁽¹⁾:	10.5% / 9.7%
Rent Concession	$18,717		$0	NAP	Cut-off Date LTV Ratio⁽¹⁾:	60.2%
Development Agency Reserve	$689,614		$0	NAP	LTV Ratio at Maturity⁽¹⁾:	60.2%

Sources and Uses
Sources			Uses
Original whole loan amount	$358,000,000	100.0%	Loan payoff	$334,182,430	93.3%
			Upfront reserves	6,190,922	1.7
			Closing costs	5,652,858	1.6
			Return of equity	11,973,790	3.3
Total Sources	$358,000,000	100.0%	Total Uses	$358,000,000	100.0%

(1)

The McClellan Park Mortgage Loan (as defined below) is part of the McClellan Park Whole Loan (as defined below) with an original aggregate principal balance of $358,000,000. The Cut-off Date Balance Per SF, Maturity Date Balance Per SF, U/W Debt Yield based on NOI/NCF, U/W Debt Yield at Maturity based on NOI/NCF, U/W DSCR based on NOI/NCF, Cut-off Date LTV Ratio and LTV Ratio at Maturity numbers presented above are based on the McClellan Park Whole Loan.

(2)

See “Escrows” section below.

(3)

See “Historical Occupancy” section below.

(4)

While the McClellan Park Whole Loan was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the McClellan Park Whole Loan more severely than assumed in the underwriting of the McClellan Park Whole Loan and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See “Risk Factors— Risks Related to Market Conditions and Other External Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

(5)

See “Operating History and Underwritten Cash Flow” section below for information regarding year-over-year increases in NOI and increase to U/W NOI from YE 2019 NOI.

Industrial – Warehouse

Loan #1

Cut-off Date Balance:

$69,000,000

Various

McClellan, CA 95652

McClellan Park

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

60.2%

2.90x

10.5%

The Mortgage Loan. The mortgage loan (the “McClellan Park Mortgage Loan”) is part of a whole loan (the “McClellan Park Whole Loan”) that is evidenced by eight pari passu promissory notes in the aggregate original principal amount of $358,000,000. The McClellan Park Whole Loan is secured by a first priority fee mortgage encumbering McClellan Park, a 6,925,484 square foot primarily industrial and office portfolio located in McClellan, California (the “McClellan Park Property”). The McClellan Park Whole Loan was co-originated on November 13, 2020 by Wells Fargo Bank, National Association and Goldman Sachs Bank USA.

The McClellan Park Mortgage Loan is evidenced by the non-controlling promissory Note A-2 in the original principal amount of $69,000,000. As noted in the Note Summary chart below, The McClellan Park Whole Loan is also evidenced by the controlling A-1 promissory Note and the non-controlling promissory Notes A-3, A-4, A-5, A-6, A-7 and A-8 (the “McClellan Park Non-Serviced Pari Passu Companion Loans”). The Note A-6 was securitized in the BMARK 2020-B21 securitization and The McClellan Park Whole Loan will be initially serviced pursuant to the pooling and servicing agreement for that securitization. Following the securitization of the A-1 Note, the McClellan Park Whole Loan will be serviced under the pooling and servicing agreement governing such securitization. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

Note Summary

Notes	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
McClellan Park Whole Loan
A-1	$91,000,000	$91,000,000	Wells Fargo Bank, National Association	Yes
A-2	$69,000,000	$69,000,000	WFCM 2020–C58	No
A-3	$50,600,000	$50,600,000	Wells Fargo Bank, National Association	No
A-4	$20,000,000	$20,000,000	Wells Fargo Bank, National Association	No
A-5	$20,000,000	$20,000,000	Wells Fargo Bank, National Association	No
A-6	$75,000,000	$75,000,000	BMARK 2020 – B21	No
A-7	$16,400,000	$16,400,000	Goldman Sachs Bank USA	No
A-8	$16,000,000	$16,000,000	Goldman Sachs Bank USA	No
Total	$358,000,000	$358,000,000

The Borrower and Borrower Sponsor. The borrower is McClellan Realty, LLC (the “McClellan Park Borrower”), a Delaware limited liability company and single purpose entity with two independent directors. In connection with the origination of the loan, counsel to the McClellan Park Borrower delivered a non-consolidation opinion.

The borrower sponsor and carveout guarantor is McClellan Business Park, LLC (the “Guarantor”). McClellan Business Park, LLC is a privately held company that was selected to acquire and redevelop McClellan Air Force Base in 1999. Today the project consists of 3,000 acres with approximately 8.5 million square feet of rentable space and 500 acres of developable land. The company is comprised of three entities, MBP Ventures, LLC, LDK Capital, LLC and Industrial Realty Group. MBP Ventures, LLC has acquired and developed real estate totaling over 20 million SF and more than five thousand acres of land. LDK Capital, LLC has developed numerous master planned communities and business parks. Industrial Realty Group specializes in industrial properties and has holdings in excess of 100 million square feet

The Property. The McClellan Park Property is a portion of McClellan Park, a large office and industrial park encompassing 3,000-acres and approximately 8.5 million square feet of leasable space, located west of Watt Avenue in an unincorporated area of Sacramento County, California. The McClellan Park Property represents the majority of McClellan Park with 6,925,484 square feet and comprises 139 buildings spanning approximately 785.1 acres. The McClellan Park Property surrounds the 10,600-foot McClellan Airfield runway, which, according to the appraisal, is one of the west coast’s most active airstrips for private aircraft. The McClellan Park Property benefits from approximately seven miles of on-site rail with multiple rails spurs, trans load yard, and rail served warehouses, which are serviced by both Burlington Northern Railroad and Union Pacific Railroad. Onsite amenities include an 112-room hotel, dining options, a gym, a credit union and a park.

Until July 2001, the McClellan Park Property served as McClellan Air Force Base, one of five main major depots in the United States that provided repair and maintenance services to military aircraft. The McClellan Park Borrower was selected to acquire the base and implement an extensive redevelopment program. Since acquisition in 2001, the borrower sponsor has invested more than $580 million in critical infrastructure, building improvements, and land development, which has driven the lease up or sale of more than seven million square feet of office and industrial space.

As of September 15, 2020, the McClellan Park Property was 86.8% leased by approximately 176 tenants with no tenant accounting for more than 6.0% of the net rentable area or 7.0% of underwritten base rent. The McClellan Park Property has averaged 84.7% occupancy over the past five years. Since 2018 there has been over 3.4 million square feet of leasing activity. Approximately 21.7% of the net rentable area and 37.5% of underwritten base rent is attributable to investment grade tenants.

Industrial – Warehouse

Loan #1

Cut-off Date Balance:

$69,000,000

Various

McClellan, CA 95652

McClellan Park

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

60.2%

2.90x

10.5%

Use Type	NRSF	% of NRSF	In Place Cut-Off Date Occupancy
Warehouse	2,532,812	36.6%	96.6%
Manufacturing	1,660,684	24.0%	91.6%
Research	604,753	8.7%	70.2%
Airfield	843,221	12.2%	78.6%
Total Industrial	5,641,470	81.5%	89.6%
Office	1,020,349	14.7%	72.5%
Residential	157,254	2.3%	71.8%
Commercial	103,291	1.5%	93.8%
Yard	3,120	0.0%	100.0%
Collateral Total	6,925,484	100.0%	86.8%

Industrial (81.5% of net rentable area; 60.8% of underwritten gross rent) Totaling over 5.6 million square feet, representing 81.5% of net rentable area and 60.8% of underwritten gross rent (including rent attributed to grossed up vacant space) , the industrial space at the projects encompasses warehouse, manufacturing, research, and airfield/hanger buildings. The cluster of manufacturing, warehouse, research, residential, and office space provides the opportunity for industrial tenants to lease complementary use products all within one park.

Office (14.7% of net rentable area; 31.8% of underwritten gross rent) The office component of the subject property includes buildings designated as office and recreational (37 primary buildings totaling 1,020,349 square feet). These buildings range in size from 800 to 331,670 square feet, with most buildings below 15,000 square feet in size. The median size within this set of buildings is 7,606 square feet. Originally constructed from 1938 to 1992, many of the buildings have been renovated to various levels. Existing office tenants include a variety of larger and small public and private operations such as the USDA Forest Services, Gateway Charters, and Faneuil, Inc.

Residential (2.3% of net rentable area; 5.0% of underwritten gross rent) The residential component at the McClellan Park Property includes seven primary buildings which include renovated and non-renovated dorm buildings. These buildings are consistent in size, ranging from 19,038 to 25,380 square feet with a median of 24,000 square feet. The subject residential space is currently 71.8% occupied by two tenants, the USDA Forest Service and AmeriCorps.

Commercial (1.5% of net rentable area; 2.5% of underwritten gross rent) Currently 93.8% leased, the retail portion of the McClellan Park Property consists of 11 buildings totaling over 103,291 square feet of improved retail space. The retail operations provide tenants amenities such as a credit union, a gas station, restaurants, and a gym.

COVID-19 Update. As of November 20, 2020, most tenants at the McClellan Park Property are open and operating. Approximately 99% of the tenants by square footage and 99% of the tenants by underwritten base rent made their full October rent payments. Approximately 97% of the tenants by square footage and 97% of the tenants by underwritten base rent made their full November rent payments. Four tenants, representing approximately 4.2% of underwritten base rent, received rent deferrals ranging from 3-5 months. Three of the four tenants concurrently extended their leases. Two tenants representing 0.2% of underwritten base rent have pending rent relief requests. As of the November 20, 2020, the McClellan Park Whole Loan is not subject to any modification or forbearance request. The first debt service payment of the McClellan Park Mortgage Loan is due in December 2020.

Major Tenants.

Largest Tenant: Amazon (417,637 square feet, 6.0% of net rentable area; 6.5% of underwritten base rent; June 30, 2030 lease expiration) Amazon fully occupies a warehouse building at the McClellan Park Property that was constructed in 2019. According to a third party news source, Amazon’s building at the McClellan Park Property features 36-foot clear height ceilings, a 135-foot truck courtyard, as well as 40 trailer parking stalls. Amazon created an open warehouse of approximately 158,000 square feet, a drive-thru warehouse of approximately 240,000 square feet and office and support area of approximately 18,200 square feet. Additional work included creating chilled and frozen warehouse space along with will call and flex pickup areas. Amazon has leased over 1 million square feet of distribution space in Sacramento in recent years. Amazon has two 5-year renewal options, each with 270 days' notice, at the fair market rental rate.

2^nd Largest Tenant: Hydra Distribution (388,784 square feet, 5.6% of net rentable area; 3.0% of underwritten base rent; April 16, 2025 lease expiration) Hydra Distribution provides contract warehouse, transportation, crossdocking and shipping services within its central California distribution network (based at the McClellan Park Property). Hydra Distribution features access to over 2.4 million square feet of rail-served facilities and over seven miles of rail track. Hydra Distribution’s facility at the McClellan Park Property features 24-foot clear height ceilings and raised floor tilt-ups. Hydra Distribution has one 5-year renewal option to extend, each with six months' notice, at the 95% of fair market rental rate.

Industrial – Warehouse

Loan #1

Cut-off Date Balance:

$69,000,000

Various

McClellan, CA 95652

McClellan Park

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

60.2%

2.90x

10.5%

3^rd Largest Tenant: Dome Printing (320,000 square feet, 4.6% of net rentable area; 2.6% of underwritten base rent; November 17, 2033 lease expiration) Dome Printing was founded in 1914 as an engraving company serving local printers and newspapers. In 1969, Dome Printing transformed into an offset printing facility, becoming one of the largest privately held commercial printing companies in northern California. Dome Printing offers direct printing on canvas, plastics, paperboard, synthetics and metalized substrates for both its retail and packaging clients. Dome Printing has two 5-year renewal options, each with nine months' notice, at the fair market rental rate.

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

Major Tenants

Tenant Name	Credit Rating (Fitch/ Moody’s/ S&P)⁽¹⁾	Tenant NRSF	% of NRSF	Annual U/W Base Rent PSF⁽²⁾	Annual U/W Base Rent⁽²⁾	% of Total Annual U/W Base Rent	Lease Expiration Date	Extension Options	Termination Option (Y/N)
Major Tenants
Amazon	A+/A2/AA-	417,637	6.0%	$6.15	$2,568,468	6.5%	6/30/2030	2, 5- year	N
Hydra Distribution	NR/NR/NR	388,784	5.6%	$3.05	$1,184,293	3.0%	4/16/2025	1, 5-year	N
Dome Printing	NR/NR/NR	320,000	4.6%	$3.23	$1,033,815	2.6%	11/17/2033	2, 5-year	N
McClellan Jet Services	NR/NR/NR	280,839	4.1%	$3.67	$1,031,119	2.6%	9/12/2022	None	Y⁽³⁾
Northrop Grumman Systems	BBB/Baa1/BBB	267,618	3.9%	$10.47	$2,801,193	7.0%	Multiple⁽⁴⁾	Various⁽⁵⁾	Y⁽⁶⁾
Total Major Tenants		1,674,878	24.2%	$5.15	$8,618,888	21.7%

Non-Major Tenants⁽⁷⁾		4,333,579	62.6%	$7.19	$31,137,427	78.3%

Occupied Collateral Total		6,008,457	86.8%	$6.62	$39,756,315	100.0%

Vacant Space		917,027	13.2%

Collateral Total		6,925,484	100.0%

(1)

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

(2)

The Annual U/W Base Rent PSF and Annual U/W Base Rent shown above include rent steps through October 2021 totaling $1,210,817. The lender’s underwriting gives separate credit for straight-line rent averaging for investment grade tenants totaling $585,214 (see “Operating History and Underwritten Net Cash Flow” below). The Annual U/W Base Rent PSF and Annual U/W Base Rent shown in the table above do not include credit given for such investment grade tenants.

(3)

McClellan Jet Services has the right to terminate 1,373 square feet of its space after November 30, 2023 with 30 days’ notice.

(4)

Northrup Grumman Systems lease for its 161,589 square foot space and its 92,922 square foot space expire on December 31, 2021 (collectively, the “NG Space A”), its 4,857 square foot space expires on July 31, 2022 (“NG Space B”) and its 8,250 square foot space expires on November 30, 2022 (“NG Space C”).

(5)

NG Space A lease has two 5-year options to renew with nine months’ notice, NG Space B lease has two, 1-year options to renew with six months’ notice and NG Space C has no renewal options.

(6)

Northrup Grumman may terminate NG Space B on December 1^st of each year of its term with 180 days’ notice and payment of the unamortized portion of the funded tenant improvement allowance, plus unamortized leasing commissions and three months of the base rent payable for the month immediately preceding the termination date.

(7)

Includes two tenants, Siemens Industry, Inc. (65,785 SF) and Veterans Affairs (10,000 SF), that have leases starting in January 2021 and February 2021, respectively.

Industrial – Warehouse

Loan #1

Cut-off Date Balance:

$69,000,000

Various

McClellan, CA 95652

McClellan Park

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

60.2%

2.90x

10.5%

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

Lease Expiration Schedule⁽¹⁾⁽²⁾

Year Ending December 31,	No. of Leases Expiring	Expiring NRSF	% of Total NRSF	Cumulative Expiring NRSF	Cumulative % of Total NRSF	Annual U/W Base Rent	% of Total Annual U/W Base Rent	Annual U/W Base Rent PSF
MTM	15	75,533	1.1%	75,533	1.1%	$484,397	1.2%	$6.41
2020	17	150,128	2.2%	225,661	3.3%	$1,399,982	3.5%	$9.33
2021	94	896,269	12.9%	1,121,930	16.2%	$7,521,327	.18.9%	$8.39
2022	63	1,044,895	15.1%	2,166,825	31.3%	$8,252,111	20.8%	$7.90
2023	35	783,580	11.3%	2,950,405	42.6%	$3,945,606	9.9%	$5.04
2024	21	463,243	6.7%	3,413,648	49.3%	$2,279,219	5.7%	$4.92
2025	26	791,251	11.4%	4,204,899	60.7%	$4,257,919	10.7%	$5.38
2026	5	152,898	2.2%	4,357,797	62.9%	$1,010,198	2.5%	$6.61
2027	21	601,568	8.7%	4,959,365	71.6%	$3,048,594	7.7%	$5.07
2028	21	233,106	3.4%	5,192,471	75.0%	$2,702,656	6.8%	$11.59
2029	3	64,800	0.9%	5,257,271	75.9%	$1,184,601	3.0%	$18.28
2030	5	420,757	6.1%	5,678,028	82.0%	$2,568,468	6.5%	$6.10
Thereafter	13	330,429	4.8%	6,008,457	86.8%	$1,101,237	2.8%	$3.33
Vacant	0	917,027	13.2%	6,925,484	100.0%	$0	0.0%	$0.00
Total/Weighted Average	339	6,925,484	100.0%			$39,756,315	100.0%	$6.62

(1)

Information obtained from the underwritten rent roll.

(2)

Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule.

The following table presents historical occupancy percentages at the McClellan Park Property:

Historical Occupancy

12/31/2016	12/31/2017⁽¹⁾	12/31/2018⁽¹⁾	12/31/2019⁽¹⁾	9/15/2020⁽²⁾⁽³⁾
NAP⁽⁴⁾	80.3%	83.4%	88.4%	86.8%

(1)	Information obtained from the borrower sponsor.

(2)	Information obtained from the underwritten rent roll.

(3)	Includes two tenants, Siemens Industry, Inc. (65,785 SF) and Veterans Affairs (10,000 SF), that have leases starting in January 2021 and February 2021, respectively.

(4)	Information on 2016 Occupancy was not provided by the McClellan Park Borrower

Industrial – Warehouse

Loan #1

Cut-off Date Balance:

$69,000,000

Various

McClellan, CA 95652

McClellan Park

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

60.2%

2.90x

10.5%

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 McClellan Park Property:

Cash Flow Analysis

	2017	2018	2019	TTM 9/30/2020	U/W	%⁽¹⁾	U/W $ per SF
Base Rent	$30,020,185	$34,154,288	$36,215,976	$38,587,412	$38,545,498	61.5%	$5.57
Rent Steps	0	0	0	0	1,210,817⁽²⁾	1.9	0.17
Rent Average Benefit	0	0	0	0	585,214	0.9	0.08
TI Amortization⁽³⁾	0	0	0	0	535,080	0.9	0.08
Yard Rent⁽³⁾⁽⁴⁾	0	0	0	0	4,145,429	6.6	0.60
Grossed Up Vacant Space	0	0	0	0	10,013,909⁽⁵⁾	16.0	1.45
Gross Potential Rent	$30,020,185	$34,154,288	$36,215,976	$38,587,412	$55,035,947	87.8%	$7.95
Other Income⁽⁶⁾	252,056	47,853	300,496	793,948	793,948	1.3	0.11
Expense Reimbursements	4,748,711	5,452,877	6,256,187	6,754,163	6,850,394	10.9	0.99
Net Rental Income	$35,020,952	$39,655,018	$42,772,659	$46,135,523	$62,680,289	100.0%	$9.05
(Vacancy & Credit Loss)	0	0	0	0	(10,013,909)	(18.2)	(1.45)
Effective Gross Income	$35,020,952	$39,655,018	$42,772,659	$46,135,523	$52,666,380	84.0%	$7.60

Real Estate Taxes	3,963,293	4,255,008	4,257,566	4,625,532	4,454,422	8.5	0.64
Insurance	642,426	674,916	712,904	844,519	844,519	1.6	0.12
Management Fee	1,824,797	2,055,920	2,208,082	2,332,630	1,000,000	1.9	0.14
Other Operating Expenses	6,945,227	7,744,681	8,014,197	8,739,026	8,739,026	16.6	1.26
Total Operating Expenses	$13,375,743	$14,730,525	$15,192,749	$16,541,707	$15,037,967	28.6%	$2.17

Net Operating Income⁽⁷⁾	$21,645,209	$24,924,493	$27,579,910	$29,593,816	$37,628,413	71.4%	$5.43
Replacement Reserves	0	0	0	0	1,038,823	2.0	0.15
TI/LC	0	0	0	0	1,731,371	3.3	0.25
Net Cash Flow	$21,645,209	$24,924,493	$27,579,910	$29,593,816	$34,858,219	66.2%	$5.03

NOI DSCR⁽⁸⁾	1.80x	2.08x	2.30x	2.46x	3.13x
NCF DSCR⁽⁸⁾	1.80x	2.08x	2.30x	2.46x	2.90x
NOI Debt Yield⁽⁸⁾	6.0%	7.0%	7.7%	8.3%	10.5%
NCF Debt Yield⁽⁸⁾	6.0%	7.0%	7.7%	8.3%	9.7%

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

(2)	Represents rent steps through October 2021.

(3)	Yard Rent and TI Amortization has historically been captured under base rent.

(4)	Yard Rent represents land that is leased to tenants for additional parking needs. It is typically co-terminus with the contractual obligations in the lease.

(5)	Grossed Up Vacant Space is grossed up at appraisal concluded market rents.

(6)	Other Income represents late fees, termination fees, excess rail usage and ancillary income.

(7)

The increase from YE 2017 to YE 2018 NOI was primarily due to an increase in occupancy from 80.3% to 83.4% and annual increases in existing tenant rental rates. The increase in YE 2018 NOI to YE 2019 NOI was primarily due to an increase in occupancy from 83.4% to 88.4% and annual increases in existing tenant rental rates. The increase in U/W NOI from the TTM 9/30/2020 is partially driven by $1,210,817 in rent steps and $585,214 in straight line rent average for investment grade tenants. The other main driver is Amazon’s lease for 417,637 SF, under which it began paying rent in July of 2020. Its lease represents approximately $2.6 million of U/W base rent and an additional $1.2 million of Yard Rent. Additionally, the U/W base rent includes approximately $526,152 of U/W rent from two tenants, Siemens Industry, Inc. (65,785 SF) and Veterans Affairs (10,000 SF) which have leases starting in January 2021 and February 2021, respectively. Lastly, the management fee is capped at $1.0 million.

(8)	The NOI DSCR, NCF DSCR, NOI Debt Yield and NCF Debt Yield are based on the McClellan Park Whole Loan.

Appraisal. The appraiser concluded to an “as-is market value” of $595,000,000 as of September 15, 2020 and a “hypothetical land value – bulk property” appraised value of $70,000,000 as of September 15, 2020.

Environmental Matters. According to the Phase I environmental reports dated between November 2, 2020 and November 6, 2020, the McClellan Business Park Property is a part of the former McClellan Air Force Base, which is on the National Priorities List (NPL) as a Superfund site due to impacts related to the long-term military operation of the McClellan Business Park Property. According to the related environmental reports, environmental impacts include, among other things, groundwater contamination from volatile organic compounds, 1,4-dioxane, metals, and perchlorate. The environmental reports identified such impacts, including the potential for vapor encroachment, as a site-wide recognized environmental condition. In addition, the Phase I ESAs identified two lot-specific recognized environmental conditions related to (i) perfluorooctane sulfonate concentrations exceeding U.S. Environmental Protection Agency

Industrial – Warehouse

Loan #1

Cut-off Date Balance:

$69,000,000

Various

McClellan, CA 95652

McClellan Park

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

60.2%

2.90x

10.5%

screening criteria for drinking water at one parcel and (ii) impacts from the prior operations of a wastewater treatment plant, sludge drying beds, an underground oil-water separator, a 10,000-gallon oil storage tank and a pesticide/herbicide storage area on another parcel. The McClellan Business Park Property is subject to multiple local, state and federal restrictions and institutional controls, including, among other things, groundwater use restrictions, use restrictions, digging restrictions, interference restrictions and access restrictions. According to the environmental reports, the United States Air Force is the responsible party of record and retains responsibility for subsequent discoveries of previously-unknown environmental conditions. See “Description of the Mortgage Pool – Environmental Considerations” in the Preliminary Prospectus.

Market Overview and Competition. The McClellan Park Property is located 3.6 miles north of the interstate 80 on/off ramp, which provides access westbound towards the San Francisco Bay area and eastbound towards the Nevada border. The McClellan Park Property surrounds the McClellan Airfield and is immediately adjacent to the Sacramento McClellan Airport. The Sacramento International Airport is positioned 14.2 miles west of the McClellan Park Property and the deep-water Port of Sacramento is situated 16.1 miles southwest of the McClellan Park Property. It is approximately 7.4 miles from downtown Sacramento.

According to California Department of Finance, of the ten largest cities in California, Sacramento grew by the largest percentage (1.5%) in 2018. In terms of pure population growth, the city of Sacramento added more new residents than San Diego, San Francisco, Los Angeles, or San Jose in the same year. According to the appraisal, a large portion of Sacramento’s employment has historically been dominated by the State government and other public-sector employers. State and local government accounts for 26% of the region’s labor pool (approximately 225,000 employees).

According to a third party market research provider, the estimated 2020 population within a three- and five-mile radius of the McClellan Park Property was approximately 344,204 and 1,070,132, respectively; and the estimated 2020 average household income within the same radii was approximately $74,927 and $84,655, respectively.

According to a third-party market research report, the McClellan Park Property is situated within the McClellan industrial submarket of the Sacramento - CA industrial market. As of the November 10, 2020, the industrial submarket reported a total inventory of approximately 17.4 million square feet with a 5.2% vacancy rate and average asking rent of $9.23 per square foot, triple net. The submarket vacancy rate has decreased from 20.3% in 2010 and has averaged 8.1% since 2015.

The following table presents certain information relating to the appraisal’s market rent conclusions for the McClellan Park Property:

Market Rent Summary⁽¹⁾

	Warehouse	Warehouse – Amazon	Manufacturing	Office	Airfield	Research
Market Rent (PSF)	$0.40	$0.50	$0.45	$1.10	$0.52	$0.90
Lease Term (Years)	4	4	4	4	4	4
Lease Type (Reimbursements)	NNN	NNN	NNN	Full Service / Base Year	NNN	NNN
Rent Increase Projection	3.00% per annum	3.00% per annum	3.00% per annum	3.00% per annum	3.00% per annum	3.00% per annum
Tenant Improvements (New Tenants) (PSF)	$3.00	$3.00	$5.00	$25.00	$10.00	$20.00
Tenant Improvements (Renewals) (PSF)	$1.00	$1.00	$1.00	$5.00	$1.00	$5.00

(1)

Information obtained from the appraisal.

Industrial – Warehouse

Loan #1

Cut-off Date Balance:

$69,000,000

Various

McClellan, CA 95652

McClellan Park

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

60.2%

2.90x

10.5%

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

Comparable Sales⁽¹⁾

Property Name	Location	Year Built/Renovated	Rentable Area (SF)	Sale Date	Sale Price	Sale Price (PSF)
Depot Park	Sacramento, CA	1940/2000	2,144,568	Jun. 2018	$126,590,000	$59
Delta Industrial Portfolio	Multiple	1997/NAP	8,766,532	Aug. 2017	$590,000,000	$67
NW Mutual NV Ind. Portfolio	Reno/Sparks, NV	1995/NAP	1,765,258	May 2019	$157,800,000	$89
Texas Logistics Portfolio	Multiple	1995/NAP	2,682,696	Jul. 2019	$248,000,000	$92

(1)

Information obtained from the appraisal.

Escrows.

Real Estate Taxes – During the continuance of a Cash Trap Event Period (as defined below), the McClellan Park 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 – During the continuance of a Cash Trap Event Period, the McClellan Park 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 afforded by the policies upon the expiration thereof..

However, the McClellan Park Borrower’s obligation to make insurance reserve payments will be waived so long as, (i) no event of default is continuing, (ii) the insurance policies maintained by the McClellan Park Borrower are part of a blanket or umbrella policy approved by the lender in its reasonable discretion and (iii) the McClellan Park Borrower provides the lender with paid receipts for the payment of the insurance premiums by no later than ten business days prior to the expiration dates of said policies.

Replacement Reserve – During the continuance of a Cash Trap Event Period, the McClellan Park Whole Loan documents require ongoing monthly replacement reserves of $86,569 ($0.15 per square foot annually), subject to a cap of $2,077,645 ($0.30 PSF).

TI/LC Reserve – During the continuance of a Cash Trap Event Period, the McClellan Park Whole Loan documents require ongoing monthly TI/LC reserves of $288,562 ($0.50 PSF annually), subject to a cap of $6,925,484 ($1.00 PSF).

Development Agency Loan Reserve – The McClellan Park Whole Loan documents require an upfront reserve of $689,614 representing approximately 108% of the estimated maximum possible amount owing under a development agency loan secured by a subordinate deed of trust lien encumbering a portion of the McClellan Park Property. See “Subordinate and Mezzanine Indebtedness” section below.

Rent Concession Reserve - The McClellan Park Whole Loan documents require an upfront reserve of $18,717 related to outstanding future rent credits, abatements or gap rent pursuant to existing leases.

Tenant Specific TI/LC Reserve – The McClellan Park Whole Loan documents require an upfront reserve of $5,482,591 related to outstanding tenant improvements and leasing commissions payable by the McClellan Park Borrower under existing leases with Siemens Industry, Inc. ($2,943,558), Amazon ($1,407,294) and Americorp ($1,131,739).

Lockbox and Cash Management. The McClellan Park Whole Loan requires a lender-controlled lockbox account, which is already in-place, and that the McClellan Park Borrower or property manager direct all tenants to pay rent directly into such lockbox account. The McClellan Park Whole Loan documents also require that all rents received by the McClellan Park Borrower or the property manager be deposited into the lockbox account within two business days of receipt. Provided no Cash Trap Event Period (as defined below) has commenced, all amounts on deposit in the account will be transferred daily to an account specified by the McClellan Park Borrower. During a Cash Trap Event Period, all funds in the lockbox account and excess cash flow remaining after satisfaction of the waterfall items outlined in the McClellan Park Whole Loan documents, is required to be swept to an excess cash flow subaccount to be held as additional collateral for the McClellan Park Whole Loan.

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

(i)

the occurrence of an event of default; or

(ii)

the net cash flow debt yield falling below 7.0% at the end of any calendar quarter.

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

•

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

•

with regard to clause (ii), the net cash flow debt yield being equal to or greater than 7.0% at the end of any calendar quarter.

Industrial – Warehouse

Loan #1

Cut-off Date Balance:

$69,000,000

Various

McClellan, CA 95652

McClellan Park

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

60.2%

2.90x

10.5%

Property Management. The McClellan Park Property is managed by LDKV Management, Inc., a California corporation and a borrower sponsor affiliate.

Partial Release.

Provided no event of default has occurred and is continuing, the McClellan Park Borrower is permitted to issue a partial reconveyance, satisfaction or release of one or more income producing parcels from the lien of McClellan Park Whole Loan (collectively, an “Income Producing Parcel Release”), subject, but not limited, to the following conditions:

•

the Income Producing Parcel Release is conveyed to a person other than the McClellan Park Borrower;

•

the lender having received a Release Price (as defined below), in addition to any yield maintenance and interest shortfall then due (if any);

•

immediately following the Income Producing Parcel Release, the net cash flow debt yield is no less than 10.0%;

•

immediately following the Income Producing Parcel Release, at least 100 parcels are subject to the lien of the McClellan Park Whole Loan and no single parcel being more than 10.0% of the remaining aggregate adjusted net cash flow;

•

immediately following the release, at least 60.0% of the rentable square footage remaining at the McClellan Park Property will be used for industrial purposes;

•

the lender having received reasonably satisfactory evidence that, following the release, the McClellan Park Property complies with all applicable zoning laws, land use, parking requirements, major leases, and permitted encumbrances as defined in the McClellan Park Whole Loan documents; and

•

the lender’s reasonable satisfaction that the release will satisfy REMIC requirements.

Provided no event of default has occurred and is continuing, the McClellan Park Borrower is permitted to issue a partial reconveyance, satisfaction or release of one or more vacant non-income providing parcels from the lien of McClellan Park Whole Loan (collectively, an “Non-Income Producing Parcel Release”) and, upon completion of the condominium conversion (as described below), the McClellan Park Borrower is permitted to release the Twin Rivers NIP Parcel (as defined below) as a Non-Income Producing Parcel Release, subject, but not limited, to the following conditions:

•

the Non-Income Producing Parcel Release is conveyed to a person other than the McClellan Park Borrower;

•

the lender having received evidence that no portion of the Non-Income Producing Parcel Release is required to remain part of the McClellan Park Property pursuant to the terms of any leases, legal agreements or for use as parking, access, ingress/egress and/or storage at the McClellan Park Property; and

•

the lender having received evidence that the Non-Income Producing Parcel Release is occurring solely (i) to accommodate parcel/tax lot adjustments for potential development by an affiliate of the McClellan Park Borrower or guarantor or (ii) for the sale of such Non-Income Producing Parcel Release parcel to a third party that is not an affiliate of the McClellan Park Borrower or guarantor;

“Release Price” means (a) with respect to the Twin Rivers Release Parcel (as defined below) an amount equal to 100% of its allocated loan amount ($10,447,854), however, as provided below, following such condominium conversion of the Twin Rivers NIP Parcel to a commercial condominium to effectuate the conveyance of the Twin Rivers condominium unit to Twin Rivers Unified School District, the Twin Rivers NIP Parcel may be released as a free release; and (b) with respect to each other release parcel (i) for the first 10% of the original principal balance of the McClellan Park Whole Loan being prepaid, 110% of the allocated loan amount of the subject release parcel(s) and (ii) for the remaining McClellan Park Whole Loan collateral, 115% of the allocated loan amount of the subject release parcel(s). A partial release of the Twin Rivers Release Parcel at the Release Price set forth in clause (a) above will count towards the 10% threshold set forth in clause (b)(i) above if such threshold has not yet been reached.

“Twin Rivers Parcel” is comprised of (i) a single tenant building leased to Twin Rivers Unified School District and identified as APN 215-0320-127 (the “Twin Rivers NIP Parcel”), and (ii) a multi-tenant building identified as APN 215-0320–126 (the “Twin Rivers Release Parcel”).

Condominium Conversion Option. Following the date which is the earlier of (x) November 13, 2021 and (y) 60 days following the last securitization of the component notes evidencing the McClellan Park Whole Loan and provided no event of default has occurred and is continuing, the McClellan Park Borrower is permitted to convert the Twin Rivers Parcel to a commercial condominium form of ownership, subject, but not limited, to the following conditions:

•

the condominium regime is required to create two or more condominium units, one of which will consist solely of the Twin Rivers NIP Parcel and each condominium unit will have its own separate tax parcel; and

•

the McClellan Park Borrower will deliver to the lender (i) an irrevocable proxy from the McClellan Park Borrower granting the lender the right to vote, on the McClellan Park Borrower’s behalf in any vote taken by the condominium association after the acceleration of the McClellan Park Whole Loan and (ii) a conditional resignation (effective upon the lender’s demand upon the acceleration of the McClellan Park Whole Loan) of any board members that are appointed or controlled by the McClellan Park Borrower.

Real Estate Substitution. Not permitted.

Subordinate and Mezzanine Indebtedness. In 2011, the Sacramento County Successor Agency, the successor agency to the Former Redevelopment Agency of the County of Sacramento (the “Development Agency”) made a $1,000,000 loan (the “Development Agency Loan”) to the predecessor-in-interest to the McClellan Park Borrower in connection with the renovation of portions of three

Industrial – Warehouse

Loan #1

Cut-off Date Balance:

$69,000,000

Various

McClellan, CA 95652

McClellan Park

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

60.2%

2.90x

10.5%

buildings at the McClellan Park Property. The loan, which is due and payable in 2023, is secured by a deed of trust lien on such portion of the McClellan Park Property and is forgivable once the renovated space reaches 80% occupancy. At origination of the McClellan Park Whole Loan, the Development Agency entered into a subordination agreement which subordinated such deed of trust lien to the McClellan Park Whole Loan documents. The McClellan Park Borrower maintains that the occupancy required for forgiveness of the Development Agency Loan has been achieved and is currently negotiating loan forgiveness with the Development Agency. The amount reserved with lender for the Development Agency Loan (see “Escrows” above) has been certified by the Development Agency as sufficient to obtain the satisfaction and release of the deed of trust lien securing the Development Agency Loan. Provided no event of default is continuing, upon receipt of a payoff statement and wiring instructions from the Development Agency, lender will disburse funds from such reserve to payoff the Development Agency Loan and, upon receipt of evidence that the lien has been released, disburse any remaining funds in the reserve to the McClellan Park Borrower (or, if a Cash Trap Event Period then exists, to the cash management account with lender).

Ground Lease. None.

Terrorism Insurance. The McClellan Park Whole Loan documents require that the “all risk” insurance policy required to be maintained by the McClellan Park Borrower provides coverage for terrorism in an amount equal to the full replacement cost of the McClellan Park Property, as well as business interruption insurance covering no less than the 24-month period following the occurrence of a casualty event, together with a 12-month extended period of indemnity (provided that if TRIPRA or a similar statute is not in effect, the McClellan Park Borrower will not be obligated to pay terrorism insurance premiums in excess of two times the annual premium for the casualty and business interruption coverage).

Earthquake Insurance. A seismic risk assessment dated September 30, 2020 indicated a probable maximum loss of 9%. Earthquake insurance is not required.

Hospitality – Full Service	Loan #2	Cut-off Date Balance:	$45,000,000
Various	MGM Grand & Mandalay Bay	Cut-off Date LTV:	35.5%
Las Vegas, NV Various		U/W NCF DSCR:	4.95x
		U/W NOI Debt Yield:	17.9%

Hospitality – Full Service	Loan #2	Cut-off Date Balance:	$45,000,000
Various	MGM Grand & Mandalay Bay	Cut-off Date LTV:	35.5%
Las Vegas, NV Various		U/W NCF DSCR:	4.95x
		U/W NOI Debt Yield:	17.9%

No. 2 – MGM Grand & Mandalay Bay

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller⁽¹⁾:		Barclays Capital Real Estate Inc.			Single Asset/Portfolio:	Portfolio
Credit Assessment (Fitch/KBRA/Moody’s):		BBB+sf/AA-(sf)/Aaa(sf)			Property Type – Subtype:	Hospitality – Full Service
Original Principal Balance⁽²⁾:		$45,000,000			Location:	Las Vegas, NV
Cut-off Date Balance⁽²⁾:		$45,000,000			Size⁽⁷⁾:	9,748 Rooms
% of Initial Pool Balance:		6.5%			Cut-off Date Balance Per Room:	$167,645
Loan Purpose⁽³⁾:		Acquisition			Maturity Date Balance Per Room⁽⁴⁾:	$167,645
Borrower Sponsors:		BREIT Operating Partnership L.P.; MGM Growth Properties Operating Partnership LP			Year Built/Renovated⁽⁸⁾:	Various/NAP
Guarantors:		BREIT Operating Partnership L.P.;			Title Vesting:	Fee
		MGM Growth Properties Operating			Property Manager:	Self-managed
		Partnership LP			Current Occupancy (As of):	87.5% (6/30/2020)
Mortgage Rate:		3.5580%			YE 2019 Occupancy⁽⁷⁾:	92.1%
Note Date:		February 14, 2020			YE 2018 Occupancy⁽⁷⁾:	91.5%
Seasoning:		9 months			YE 2017 Occupancy⁽⁷⁾:	91.0%
Anticipated Repayment Date⁽⁴⁾:		March 5, 2030			YE 2016 Occupancy⁽⁷⁾:	92.4%
IO Period:		120 months			Appraised Value⁽⁹⁾:	$4,600,000,000
Loan Term (Original):		120 months			Appraised Value Per Room⁽⁹⁾:	$471,892
Amortization Term (Original):		NAP			Appraisal Valuation Date:	January 10, 2020
Loan Amortization Type:		Interest-only, ARD
Call Protection⁽⁵⁾:		GRTR 0.5% or YM(33), GRTR 0.5% or YM or D(80),O(7)
Lockbox Type:		Hard/Springing Cash Management
Additional Debt:		Yes
Additional Debt Type (Balance)⁽²⁾:		Pari Passu ($1,589,200,000);			Underwriting and Financial Information
		B-Notes($804,400,000);			TTM NOI 6/30/2020⁽³⁾:	$381,156,903
		C-Notes ($561,400,000); Future			YE 2019 NOI⁽³⁾:	$520,080,353
		Mezzanine			YE 2018 NOI⁽³⁾:	$617,369,266
					YE 2017 NOI⁽³⁾:	$605,037,208
					U/W Revenues⁽³⁾:	$2,106,295,488
Escrows and Reserves⁽⁶⁾					U/W Expenses⁽³⁾:	$1,586,215,135
	Initial		Monthly	Cap	U/W NOI⁽³⁾:	$520,080,353
Taxes	$0		Springing	NAP	U/W NCF⁽³⁾:	$487,305,761
Insurance	$0		Springing	NAP	U/W DSCR based on NOI/NCF⁽²⁾⁽³⁾:	4.95x / 4.95x
Replacement Reserve	$0		Springing	NAP	U/W Debt Yield based on NOI/NCF⁽²⁾⁽³⁾:	17.9% / 17.9%
					U/W Debt Yield at Maturity based on NOI/NCF⁽²⁾⁽³⁾:	17.9% / 17.9%
					Cut-off Date LTV Ratio^(2)(3)(9):	35.5%
					LTV Ratio at Maturity^(2)(3)(9):	35.5%

Sources and Uses
Sources			Uses
Whole Loan	$3,000,000,000	65.0%	Purchase Price	$4,600,000,000	99.6%
Borrower Sponsor Equity⁽¹⁰⁾	1,617,792,163	35.0	Closing costs	17,792,163	0.4
Total Sources	$4,617,792,163	100.0%	Total Uses	$4,617,792,163	100.0%

(1)

The MGM Grand & Mandalay Bay Whole Loan (as defined below) was co-originated by Citi Real Estate Funding Inc. (“CREFI”), Barclays Capital Real Estate Inc. (“Barclays”), Deutsche Bank AG, New York Branch (“DBNY”) and Societe Generale Financial Corporation (“SGFC”).

(2)

The MGM Grand & Mandalay Bay Mortgage Loan (as defined below) is part of the MGM Grand & Mandalay Bay Whole Loan, which is comprised of (i) 29 pari passu senior promissory notes with an aggregate Cut-off Date balance of $1,634,200,000 (the “MGM Grand & Mandalay Bay Senior Notes,” and collectively, the “MGM Grand & Mandalay Bay Senior Loan”) and (ii) 24 promissory notes with an aggregate Cut-off Date balance of $1,365,800,000 which are pari passu with each other and subordinate to the MGM Grand & Mandalay Bay Senior Notes (the “MGM Grand & Mandalay Bay Junior Notes” or “MGM Grand & Mandalay Bay Subordinate Companion Loan”). The U/W DSCR based on NOI/NCF, U/W Debt Yield based on NOI/NCF, Cut-off Date LTV Ratio and LTV Ratio at Maturity are 2.70x, 2.70x, 9.7%, 9.7%, 65.2% and 65.2%, respectively.

(3)

On January 14, 2020, MGM Growth Properties Operating Partnership LP (“MGP OP”), an affiliate of BREIT Operating Partnership L.P. (“BREIT OP”; and together with MGP OP, the “Borrower Sponsors”) and certain other parties entered into an agreement to, among other things, form a joint venture (50.1% indirectly owned by MGP OP and 49.9% indirectly owned by BREIT OP) (the “Joint Venture”) to acquire the MGM Grand & Mandalay Bay Properties (as defined below) for a purchase price of $4.6 billion (approximately $471,892 per room). Contemporaneously with the acquisition, the MGM Grand & Mandalay Bay Borrowers (as defined below), as landlord, entered into a 30-year triple-net master/operating lease (the “MGM/Mandalay Lease” or “Master Lease”) with two, 10-year renewal options with MGM Lessee II, LLC (“MGM Tenant”), a wholly-owned subsidiary of MGM Resorts International (“MGM”). Financial and other information presented

Hospitality – Full Service	Loan #2	Cut-off Date Balance:	$45,000,000
Various	MGM Grand & Mandalay Bay	Cut-off Date LTV:	35.5%
Las Vegas, NV Various		U/W NCF DSCR:	4.95x
		U/W NOI Debt Yield:	17.9%

in this Term Sheet is presented on a “look through” basis, based on the rents and receipts of the MGM Grand & Mandalay Bay Properties. For so long as the MGM/Mandalay Lease is in effect, the MGM Grand & Mandalay Bay Borrowers will be entitled only to the rent due under the MGM/Mandalay Lease and not to the underlying rent and other income from the MGM Grand & Mandalay Bay Properties. The Cut-off Date LTV Ratio, LTV Ratio at Maturity, U/W DSCR based on NCF based on master lease rent, and U/W Debt Yield based on NOI based on master lease rent presented in the chart above are based on the initial MGM/Mandalay Lease annual rent of $292,000,000. The U/W DSCR based on NCF, and the U/W Debt Yield Based on NCF for the MGM Grand & Mandalay Bay A Notes (based on the U/W NCF of approximately $487.3 million) are 8.27x and 29.8%, respectively. On May 1, 2020, MGM Resorts International reported that, as a result of the temporary closure of its domestic properties (which includes the MGM Grand & Mandalay Bay Properties) following the outbreak of COVID-19, its domestic properties (which includes the MGM Grand & Mandalay Bay Properties (as defined below)) were effectively generating no revenue, there were high levels of room and convention cancellation through the third quarter of 2020, and that, following the re-opening of its domestic properties (which includes the MGM Grand & Mandalay Bay Properties), it expected weakened demand in light of consumer fears and general economic uncertainty, among other things. The June 2020 TTM financials presented above reflect the suspension of operations at the MGM Grand & Mandalay Bay Properties from March 17, 2020 through the end of the first calendar quarter of 2020 (although operations at the MGM Grand Property remained suspended until June 4, 2020 and operations at The Shoppes at Mandalay Bay Place and the Mandalay Bay resort remained suspended through June 24, 2020 and June 30, 2020, respectively). The adjusted June 2020 TTM EBITDAR of approximately $381.2 million takes into account an adjustment for a combined net extraordinary loss add-back of approximately $82.4 million during the June 2020 TTM period (primarily comprised of employee payroll expenses and corporate allocations and net of a combined extraordinary gain of approximately $0.7 million related to a reversal of certain accrued benefit expenses) related to the temporary closure of the MGM Grand & Mandalay Bay Properties following the outbreak of COVID-19. The lender underwriting presented above is based on 2019 financials, which reflects a full year of uninterrupted operations at the MGM Grand & Mandalay Bay Properties. See the “Cash Flow Analysis” and “Historical Performance” tables below, and the footnotes thereto, for more detailed underwritten cash flow information.

(4)

The MGM Grand & Mandalay Bay Whole Loan is structured with an Anticipated Repayment Date (“ARD”) of March 5, 2030 and a Final Maturity Date of March 5, 2032. After the ARD, the following structure will apply: (i) the interest rate will increase by 200 basis points over the greater of (x) 3.55800%, and (y) (1) the ARD Treasury Note Rate (as defined below) in effect on the ARD plus (2) 1.77000%; (ii) amounts in the Excess Cash Flow Reserve (as defined below) will be applied first to pay monthly additional interest amounts which, to the extent not paid (such amount not paid, together with accrued interest thereon at the Adjusted Interest Rate, the “Accrued Interest”), will be deferred and added to the principal balance of the MGM Grand & Mandalay Bay Whole Loan; and (iii) a full cash flow sweep to the extent of remaining amounts in the Excess Cash Flow Reserve will be applied to the principal of the MGM Grand & Mandalay Bay Whole Loan. The metrics presented in the chart above for Maturity Date Balance per room and LTV Ratio at Maturity are calculated based on the ARD.

(5)

The defeasance lockout period will be 33 payments beginning with and including the first payment date of April 5, 2020. The MGM Grand & Mandalay Bay Borrowers (as defined below) have the option to defease the MGM Grand & Mandalay Bay Whole Loan, in whole or in part, after the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized and (ii) February 14, 2023. The MGM Grand & Mandalay Bay Whole Loan may be prepaid in whole or in part at any time, subject to payment of the applicable yield maintenance premium if such prepayment occurs prior to September 5, 2029 (provided no yield maintenance will be due in connection with mandatory prepayments arising out of any casualty, condemnation or in connection with a Special Release (as defined below) or a Default Release (as defined below)).

(6)

See “Escrows” section herein.

(7)

Size and Occupancy are based solely on the hotel at the MGM Grand & Mandalay Bay Properties. As of the trailing 12 months ending June 30, 2020, approximately 29.5% of revenues were generated by rooms, 19.7% of revenues were from gaming, 28.4% from food & beverage and 22.4% from other sources.

(8)

The MGM Grand Property (as defined below) was built in 1993 and the Mandalay Bay Property (as defined below) was built in 1999. The MGM Grand Property has benefited from capital investment of approximately $480.0 million (approximately $96,000 per room) since 2010, $144.0 million of which was spent on a full rooms renovation from 2010 to 2013. Additionally, approximately $118.9 million was spent on an expansion and renovation of the convention center completed in December 2018, which is expected to expand the group business at the MGM Grand Property. The Mandalay Bay Property (including the Delano) underwent a substantial rooms’ renovation for approximately $159.7 million from 2012 to 2016 and, inclusive of the Four Seasons, has received a total of approximately $510.6 million (approximately $107,500 per room) of capital investment since 2010.

(9)

The aggregate Appraised Value of $4,600,000,000 as of January 10, 2020, set forth above is the appraised value solely with respect to real property at the MGM Grand & Mandalay Bay Properties, excluding personal property and intangible property attributable to the MGM Grand & Mandalay Bay Properties (the “Aggregate Real Property Appraised Value”). The appraisal also includes an “As Leased-Sale-Leaseback Appraised Value,” which is equal to the Aggregate Real Property Appraised Value. The appraised value of $7,352,600,000 (“Aggregate As-Is Appraised Value”) as of January 10, 2020, includes personal property and intangible property attributable to the MGM Grand & Mandalay Bay Properties. The personal property and intangible property relating to the MGM Grand & Mandalay Bay Properties is owned by the MGM Tenant or certain sublessees at the MGM Grand & Mandalay Bay Properties that are wholly-owned subsidiaries of MGM (the “MGM/Mandalay Operating Subtenants”) (as more particularly provided in the Master Lease), which granted a security interest in certain property of the MGM Tenant and the MGM/Mandalay Operating Subtenants (with certain exclusions, including an exclusion for the intellectual property of MGM Tenant as more particularly described in the Master Lease; and provided that the FF&E is only transferred to the MGM Grand & Mandalay Bay Borrowers at no cost in the event of a termination of the Master Lease due to an event of default by the MGM Tenant thereunder) in favor of the MGM Grand & Mandalay Bay Borrowers, and such security interest was collaterally assigned by the MGM Grand & Mandalay Bay Borrowers to the mortgage lender. The Cut-off Date LTV Ratio and the LTV Ratio at Maturity based on the Aggregate As-Is Appraised Value are 22.2% and 22.2%, respectively, based on the MGM Grand & Mandalay Bay Senior Loan. The Cut-off Date LTV Ratio and the LTV Ratio at Maturity based on the Aggregate As-Is Appraised Value are 40.8% and 40.8%, respectively, based on the MGM Grand & Mandalay Bay Whole Loan. The Appraised Value was determined prior to the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, and all LTV metrics were calculated based on such prior information. See “Risk Factors—Current Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

(10)

Includes MGM’s approximately $80.0 million of retained equity interest in the MGM Grand & Mandalay Bay Properties after the sale-leaseback, by virtue of operating partnership units in MGP OP issued to MGM on the origination date of the MGM Grand & Mandalay Bay Whole Loan.

The Mortgage Loan. The MGM Grand & Mandalay Bay mortgage loan (the “MGM Grand & Mandalay Bay Mortgage Loan”) is part of a fixed rate whole loan secured by the borrowers’ fee simple interests in MGM Grand resort (the “MGM Grand”) and Mandalay Bay resort (the “Mandalay Bay”) (each a “Property” and together, the “Properties”) located in Las Vegas, Nevada. The MGM Grand & Mandalay Bay Mortgage Loan is evidenced by the non-controlling Note A-14-2 and Note A-14-3, with an aggregate original principal balance and outstanding principal balance as of the Cut-off Date of $45.0 million. The MGM Grand & Mandalay Bay Mortgage Loan is part of a $3.0 billion whole loan that is evidenced by 53 promissory notes (the “MGM Grand & Mandalay Bay Whole Loan”). Only the MGM Grand & Mandalay Bay Mortgage Loan will be included in the mortgage pool for the WFCM 2020-C58 mortgage trust. The controlling note for the MGM Grand & Mandalay Bay Whole Loan is serviced in the BX 2020-VIVA securitization trust.

The relationship between the holders of the MGM Grand & Mandalay Bay Whole Loan will be governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—MGM Grand & Mandalay Bay Whole Loan” in the Preliminary Prospectus.

The MGM Grand & Mandalay Bay Whole Loan has a 10-year interest-only term through the ARD of March 5, 2030. After the ARD, through and including March 5, 2032 (the “Maturity Date”), the following structure would apply: (i) the interest rate will increase by 200 basis points over the greater of (x) 3.55800%, and (y)(1) the ARD Treasury Note Rate in effect on the ARD (such new rate, the “Adjusted Interest Rate”) plus (2) 1.77000%, (ii) amounts in the Excess Cash Flow Reserve (as defined below) will be applied first to

Hospitality – Full Service	Loan #2	Cut-off Date Balance:	$45,000,000
Various	MGM Grand & Mandalay Bay	Cut-off Date LTV:	35.5%
Las Vegas, NV Various		U/W NCF DSCR:	4.95x
		U/W NOI Debt Yield:	17.9%

pay monthly additional interest amounts which, to the extent not paid, will be deferred (together with interest accrued thereon at the Adjusted Interest Rate) and added to the principal balance of the MGM Grand & Mandalay Bay Whole Loan, and (iii) a full cash flow sweep to the extent of remaining amounts in the Excess Cash Flow Reserve will be applied to principal of the MGM Grand & Mandalay Bay Whole Loan. For the period from the origination date through the ARD, the MGM Grand & Mandalay Bay Senior Notes and MGM Grand & Mandalay Bay Junior Notes accrue at the rate of 3.55800% per annum. The MGM Grand & Mandalay Bay Whole Loan proceeds along with borrower sponsor equity were used to purchase the MGM Grand & Mandalay Bay Properties for $4.6 billion.

“ARD Treasury Note Rate” means the rate of interest per annum calculated by the linear interpolation of the yields, as reported in Federal Reserve Statistical Release H.15 Selected Interest Rates under the heading “U.S. Government Securities/Treasury Constant Maturities” for the business day ending immediately prior to the ARD, of “U.S. Government Securities/Treasury Constant Maturities” with maturity dates (one longer and one shorter) most nearly approximating the Maturity Date. In the event Federal Reserve Statistical Release H.15 Selected Interest Rates is no longer published or in the event Federal Reserve Statistical Release H.15 Selected Interest Rates no longer publishes “U.S. Government Securities/Treasury Constant Maturities”, the mortgage lender will select a comparable publication to determine such “U.S. Government Securities/Treasury Constant Maturities” and the applicable ARD Treasury Note Rate. The mortgage lender’s determination of the ARD Treasury Note Rate will be final absent manifest error.

Based on the contractual Master Lease rents in years 11 and 12 of $356 million and $363 million (rental payments fully guaranteed by MGM (Fitch: BB / Moody’s: Ba3 / S&P: BB-)), respectively, and a 5.55800% interest rate, the MGM Grand & Mandalay Bay Whole Loan would generate approximately $401 million of amortization in those two years (so long as the MGM Grand & Mandalay Bay Whole Loan remains outstanding during that period). The amortization will result in a year 12 loan-to-cost ratio of 56.3%, a debt yield of 20.0% (based on the year-end December 2019 EBITDAR) and a mortgage loan basis of approximately $266,572 per room.

Based on the Aggregate As-Is Appraised Value of approximately $7.35 billion as of January 10, 2020, the Cut-off Date/Maturity Date LTV for the MGM Grand & Mandalay Bay Senior Loan are 22.2% and 22.2%, respectively. Based on the Aggregate Real Property Appraised Value of $4.6 billion as of January 10, 2020, the Cut-off Date/Maturity Date LTV for the MGM Grand & Mandalay Bay Senior Loan are 35.5% and 35.5%, respectively.

Note Summary

Notes	Original Principal Balance	Cut-off Date Balance	Note Holder	Controlling Interest
A-1, A-2, A-3, A-4	$670,139	$670,139	BX 2020-VIVA	No
A-5, A-6, A-7, A-8	$794,861	$794,861	BX 2020-VIV2	No
A-9, A-10, A-11, A-12	$1,000,000	$1,000,000	BX 2020-VIV3	No
A-13-1, A-15-1	$65,000,000	$65,000,000	Benchmark 2020-B18	No
A-13-2, A-15-3	$80,000,000	$80,000,000	Benchmark 2020-B19	No
A-13-4, A-15-4	$70,000,000	$70,000,000	Benchmark 2020-B20	No
A-15-2	$50,000,000	$50,000,000	DBJPM 2020-C9	No
A-14-1, A-16-1	$69,500,000	$69,500,000	BBCMS 2020-C8	No
A-13-5, A-15-6	$75,000,000	$75,000,000	Benchmark 2020-B21⁽¹⁾	No
A-14-2, A-14-3	$45,000,000	$45,000,000	WFCM 2020-C58	No
A-13-3⁽²⁾	$459,360,667	$459,360,667	CREFI	No
A-14-4⁽²⁾	$236,847,000	$236,847,000	An affiliate of Barclays	No
A-15-5⁽²⁾	$179,680,333	$179,680,333	DBRI⁽³⁾	No
A-16-2⁽²⁾	$301,347,000	$301,347,000	SGFC	No
Total Senior Notes	$1,634,200,000	$1,634,200,000
B-1-A, B-2-A, B-3-A, B-4-A, B-1-B, B-2-B, B-3-B, B-4-B⁽⁴⁾	$329,861	$329,861	BX 2020-VIVA	No
B-5-A, B-6-A, B-7-A, B-8-A, B-5-B, B-6-B, B-7-B, B-8-B⁽⁴⁾	$374,355,139	$374,355,139	BX 2020-VIV2	No
B-9-A, B-10-A, B-11-A, B-12-A⁽⁴⁾	$429,715,000	$429,715,000	BX 2020-VIV3	No
C-1, C-2, C-3, C-4⁽⁴⁾	$561,400,000	$561,400,000	BX 2020-VIVA	Yes⁽⁵⁾
Total	$3,000,000,000	$3,000,000,000

(1)

The Benchmark 2020-B21 securitization is expected to close on or about November 30, 2020.

(2)

Expected to be contributed to one or more future securitization transactions.

(3)

DBRI is DBR Investments Co. Limited.

(4)

The MGM Grand & Mandalay Bay Junior Notes are subordinate to the MGM Grand & Mandalay Bay Senior Notes.

(5)

The initial controlling note is Note C-1, so long as no related control appraisal period with respect to Note C-1 and the related pari passu C notes has occurred and is continuing. If and for so long as a control appraisal period has occurred and is continuing, then the controlling note will be as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced A/B Whole Loans—The MGM Grand & Mandalay Bay Whole Loan” in the Preliminary Prospectus.

Hospitality – Full Service	Loan #2	Cut-off Date Balance:	$45,000,000
Various	MGM Grand & Mandalay Bay	Cut-off Date LTV:	35.5%
Las Vegas, NV Various		U/W NCF DSCR:	4.95x
		U/W NOI Debt Yield:	17.9%

The Borrowers and Borrower Sponsors. The borrowers for the MGM Grand & Mandalay Bay Whole Loan are MGM Grand PropCo, LLC and Mandalay PropCo, LLC (collectively, the “MGM Grand & Mandalay Bay Borrowers”). Each of the MGM Grand & Mandalay Bay Borrowers is a Delaware limited liability company and single purpose entity with two independent directors. Legal counsel to the MGM Grand & Mandalay Bay Borrowers delivered a non-consolidation opinion in connection with the origination of the MGM Grand & Mandalay Bay Whole Loan.

On January 14, 2020, MGM Growth Properties Operating Partnership LP, an affiliate of BREIT Operating Partnership L.P., and certain other parties entered into an agreement to, among other things, form a joint venture (50.1% indirectly owned by MGP OP and 49.9% indirectly owned by BREIT OP) (the “Joint Venture”) to acquire the MGM Grand & Mandalay Bay Properties in Las Vegas for a purchase price of $4.60 billion (approximately $471,892 per room). MGM OP and BREIT OP are affiliates of MGM Growth Properties LLC and Blackstone Real Estate Income Trust, Inc., respectively. Blackstone Real Estate Income Trust, Inc. (“BREIT”) is a non-traded real estate investment trust focused on investing in commercial real estate properties diversified by sector with an emphasis on providing investors with access to Blackstone’s institutional real estate investment platform. BREIT seeks to directly own stabilized income-generating United States commercial real estate across the key property types, including multifamily, industrial, retail, hotel, healthcare and office. BREIT is managed by an external advisor, BX REIT Advisors L.L.C., which is an affiliate of The Blackstone Group Inc. (“Blackstone”). Blackstone’s real estate investor capital under management totals approximately $167.0 billion as of June 30, 2020 and includes prime assets such as the Bellagio, Cosmopolitan Las Vegas, Hotel Del Coronado, Grand Wailea, Arizona Biltmore, Ritz Carlton Kapalua, and Turtle Bay Resort.

MGM Growth Properties LLC (“MGP”) is one of the leading publicly traded real estate investment trusts engaged in the acquisition, ownership and leasing of large-scale destination entertainment and leisure resorts. MGP currently owns a portfolio of properties, consisting of 12 premier destination resorts in Las Vegas and elsewhere across the United States, with over 27,400 rooms, as well as MGM Northfield Park in Northfield, OH, Empire Resort Casino in Yonkers, NY, and a retail and entertainment district, The Park, in Las Vegas.

MGP OP and BREIT OP (together, individually or collectively as the context may require, the “Guarantor”), are the non-recourse carveout guarantors on a several basis in proportion to each Guarantor’s Liability Percentage (as defined below). The Liability Percentage of each Guarantor will be automatically increased or decreased from time to time, as applicable, to the extent any direct and/or indirect equity interest in the MGM Grand & Mandalay Bay Borrowers is transferred by one Guarantor (or its affiliates) to the other Guarantor (or its affiliates) with the transferring Guarantor’s Liability Percentage increasing by the amount of such transferred interests and the transferee Guarantor’s Liability Percentage decreasing by such amount. In no event will the Liability Percentage of the Guarantors in the aggregate be less than or greater than 100.0%. For the avoidance of doubt, transfers by a Guarantor (or its affiliates) to a third party that is not an affiliate of the other Guarantor will not result in an adjustment to the Liability Percentage of either Guarantor. For illustrative purposes, if BREIT OP transfers a 25.0% indirect equity interest in the MGM Grand & Mandalay Bay Borrower to a third party that is not an affiliate of MGP OP and subsequently transfers a 10.0% indirect equity interest in the MGM Grand & Mandalay Bay Borrower to MGP OP, the adjustments required to be made as a result of such transfers will be: (i) a decrease of ten percentage points to BREIT OP's Liability Percentage and (ii) an increase of ten percentage points to MGP OP's Liability Percentage.

The Guarantor’s liability for full recourse events is capped at an amount equal to 10% of the aggregate outstanding principal balance of the MGM Grand & Mandalay Bay Whole Loan as of the date of the event. In addition, only the MGM Grand & Mandalay Bay Borrowers are liable for breaches of environmental covenants; provided, however, that if the MGM Grand & Mandalay Bay Borrowers fail to maintain an environmental insurance policy required under the MGM Grand & Mandalay Bay Whole Loan documents, the Guarantor is liable for losses other than (x) for any amounts in excess of the applicable coverage amounts under the environmental policy had the same been renewed, replaced or extended as required under the loan agreement and (y) for any amounts recovered under the environmental policy. In addition, recourse for transfers of the MGM Grand & Mandalay Bay Properties or controlling equity interests in the MGM Grand & Mandalay Bay Borrowers is loss recourse, rather than full recourse.

“Liability Percentage” means, initially, (x) with respect to BREIT OP, 49.9% and (y) with respect to MGP OP, 50.1%.

The Properties.

MGM Grand (54.5% of Mortgage ALA and Master Lease Rent)

Built in 1993, the MGM Grand Property is a full-service luxury resort and casino property located on the Las Vegas Strip, situated between Tropicana Boulevard and Harmon Avenue. According to World Atlas, the MGM Grand Property is the third largest hotel in the world by room count. The MGM Grand Property is also a recipient of the AAA Four Diamond award. The MGM Grand Property covers approximately 101.9 acres and consists of 4,998 hotel rooms: 4,270 standard rooms, 554 suites, 88 luxury suites, 51 SKYLOFTS suites (excluding one additional office unit), 30 mansion villas (Mediterranean-themed villas targeted for high-end gamblers, celebrities and casino-invited guests on the strip) (the “Mansion Villas”) and four entourage rooms associated with the Mansion Villas. The MGM Grand Property contains approximately 177,268 square feet of casino space, featuring 1,553 slot machines and 128 gaming tables, over 748,000 square feet of meeting space, 18 restaurants, an approximately 22,858 square foot spa, four swimming pools and approximately 41,800 square feet of rentable retail space (featuring 31 retailers). The MGM Grand Property is home to Cirque du Soleil’s “Kà”, an acrobatic theater production that has been in residence at the MGM Grand Property since October 2004. The MGM Grand Property also includes the David Copperfield Theatre, Hakkasan Nightclub and the MGM Grand Garden Arena, which has a

Hospitality – Full Service	Loan #2	Cut-off Date Balance:	$45,000,000
Various	MGM Grand & Mandalay Bay	Cut-off Date LTV:	35.5%
Las Vegas, NV Various		U/W NCF DSCR:	4.95x
		U/W NOI Debt Yield:	17.9%

seating capacity of over 16,000 and hosts premier concerts, award shows, sporting events including championship boxing, and other special events.

Room sizes range from 346 square feet to 11,517 square feet and offer one to four bedrooms. Standard room amenities include air conditioning, in-room dining service, minibar, telephone, hair dryer, in-room safe, and high-speed internet. SKYLOFTS at MGM Grand, a AAA Four-Diamond, Forbes Five Star hotel, occupies the top two floors of the main building. The hotel has 51 lofts ranging from 1,401 to 6,040 square feet per loft. SKYLOFTS is also a member of The Leading Hotels of the World. The Mansion at the MGM Grand Property contains 30 Mansion Villas ranging from 2,358 to 11,517 square feet per villa and $5,000 to $35,000 per night.

Since 2010, the MGM Grand Property has benefited from total capital investment of approximately $480.0 million (approximately $96,036 per room). Notable capital expenditures from this time period include an approximately $144.0 million full rooms renovation from 2010 to 2013 and a recent $118.9 million expansion and renovation of the conference center, which was completed in December 2018.

Mandalay Bay (45.5% of Mortgage ALA and Master Lease Rent)

Built in 1999, the Mandalay Bay Property is a full-service luxury resort and casino property located as the first major resort on the strip to greet visitors arriving by automobile from Southern California. The AAA Four Diamond award-winning resort is a premier conference hotel in Las Vegas with approximately 2.1 million square feet of convention, ballroom and meeting space, making it the fifth single largest event space in the United States. The Mandalay Bay Property is immediately across Interstate 15 from Allegiant Stadium, the new home stadium of the National Football League’s Raiders, which opened in August 2020. The Mandalay Bay Property covers approximately 124.1 acres and consists of 4,750 hotel rooms. Also included within the Mandalay Bay Property are: (i) the Delano, which is an all-suite hotel tower within the complex and (ii) a Four Seasons hotel, each of which has its own lobby, restaurants and pool and spa. In addition to the significant meeting space, the Mandalay Bay Property contains approximately 152,159 square feet of casino space, featuring approximately 1,232 slot machines and 71 gaming tables, 27 total restaurants, an approximately 30,000 square foot spa, 10 swimming pools and approximately 54,000 square feet of rentable retail space featuring 41 retailers. The Mandalay Bay Property is also the home to Cirque du Soleil’s Michael Jackson “ONE”, which has been in residence at the Mandalay Bay Property in an approximately 1,805-seat showroom since 2013, an approximately 12,000-seat special events arena, the House of Blues (which features an arena seating up to 2,500 people) and the Shark Reef Aquarium. Additionally, Mandalay Bay Property’s expansive pool and beach area plays host to an array of evening open air concerts during the pool season, a large wave pool, and Moorea, a European-style “ultra” beach and Daylight Beach Club.

Room sizes range from 400 to 5,605 square feet and the Mandalay Bay Property offers one- to four-bedroom rooms. Standard room amenities include air conditioning, in-room dining service, minibar, telephone, hair dryer, in-room safe, and high-speed internet. Floors 60–62 are designed as penthouse suites, with a penthouse lounge on level 62 for guests staying in the penthouses. Floors numbered 35–39 of the main hotel building are occupied by the five-star and AAA Four-Diamond Four Seasons Hotel Las Vegas. Located at the resort's 43-story second tower, the Delano Las Vegas is comprised of 45 rooms and 1,072 suites. Each suite at the Delano is at least 725 square feet.

The Mandalay Bay Property (including the Delano) underwent a substantial rooms’ renovation of approximately $159.7 million (approximately $35,150 per room) from 2012 to 2016 and has received a total of approximately $510.6 million (approximately $107,485 per room) of capital investment since 2010.

Scheduled Cirque du Soleil performances at the MGM Grand & Mandalay Bay Properties have been cancelled until further notice. On June 29, 2020, Cirque du Soleil Entertainment Group (“Cirque”) announced that it and certain of its affiliated companies filed for protection from creditors under the Companies’ Creditors Arrangement Act in order to restructure its capital structure, which application was granted by the court. On July 16, 2020, Cirque announced that it entered into a new “stalking horse” purchase agreement with a group of existing first lien and second lien secured lenders pursuant to which such lenders would acquire substantially all of Cirque’s assets in settlement of Cirque’s first and second lien debt. Such purchase agreement was approved by the court on July 17, 2020, and served as the new “stalking horse” bid in a sale and investor solicitation process supervised by the court and the court-appointed monitor. As of August 18, 2020, it was reported that the lenders’ bid was the highest bid, which requires court approval to take effect.

COVID-19 Update. According to a press release issued on March 15, 2020, MGM announced that it would suspend operations at all of its Las Vegas properties, including the MGM Grand & Mandalay Bay Properties, until further notice, effective as of March 17, 2020, and that casino operations would close on March 16, 2020, followed by hotel operations on March 17, 2020. MGM cited COVID-19 as a pandemic that had intensified in the United States, requiring major collective action to slow its progression. MGM stated that it cancelled all reservations at its Las Vegas properties prior to May 21, 2020. MGM further reported that it incurred substantial operating losses in March 2020 and did not expect to see a material improvement until more is known regarding the duration and severity of the pandemic, including when MGM’s properties can reopen to the public. On May 1, 2020, MGM reported that as a result of the government-mandated closure, its domestic properties (which includes the MGM Grand & Mandalay Bay Properties and several properties that are not part of the collateral for the MGM Grand & Mandalay Bay Whole Loan) were effectively generating no revenue. In addition, MGM Resorts International reported high levels of room and convention cancellation across its domestic properties through the third quarter of 2020 with some tentative re-bookings in the fourth quarter and into 2021, and it indicated that when it is able to re-open its domestic properties, it expects weakened demand in light of continued domestic and international travel restrictions or warnings, consumer fears and reduced consumer discretionary spending and general economic uncertainty. As of June 4, 2020, the MGM Grand Property

Hospitality – Full Service	Loan #2	Cut-off Date Balance:	$45,000,000
Various	MGM Grand & Mandalay Bay	Cut-off Date LTV:	35.5%
Las Vegas, NV Various		U/W NCF DSCR:	4.95x
		U/W NOI Debt Yield:	17.9%

was reopened, with limited amenities and certain COVID-19 mitigation procedures. MGM reopened The Shoppes at Mandalay Bay Place on June 25, 2020 and the Mandalay Bay resort on July 1, 2020, both with limited amenities and certain COVID-19 mitigation procedures. On August 28, 2020, several news outlets reported that MGM is expected to lay off approximately 18,000 furloughed workers in the United States, more than one-quarter of its pre-COVID 19 pandemic U.S. workforce, due to the continued impact of the COVID-19 pandemic on MGM’s business. The MGM Grand & Mandalay Bay Whole Loan is current as of the November 2020 payment date.

Revenue Streams. The MGM Grand & Mandalay Bay Properties benefit from a diverse set of revenue streams with a substantial contribution from non-gaming sources (only 18.0% of combined year-end (“YE”) December 2019 revenues derived from casino) and offer nearly 2.8 million square feet of combined meeting and convention space.

As of YE December 2019, the MGM Grand Property generated 77.8% of net revenues from rooms, food and beverage, retail, entertainment and other operations. The gaming segment contributed 22.2% of net revenue (approximately $257.9 million), representing a decline from the 2018 level of 29.8% of net revenue (of approximately $365.7 million). A portion of the decline can be attributed to a renovation of the Mansion Villas in 2019, which serve as the MGM Grand Property’s main attractant to high-end gamblers. Nearly all departments at the MGM Grand Property (including rooms, food and beverage, retail and entertainment) experienced continued growth in the YE December 2019 period despite the decline in casino revenue.

The Mandalay Bay Property has a much smaller casino department as a percentage of total net revenue (12.9% as of YE December 2019) than most casinos on the Las Vegas strip. The Mandalay Bay Property revenues are primarily driven by (i) the focus on group and convention business (according to the appraisal, the Mandalay Bay Property had a 2019 penetration factor of 134.8% for group business) and (ii) the fact that two of the three room types are operated as non-casino focused third party franchises (the Delano and Four Seasons). As of YE December 2019, 64.1% of total revenues at the Mandalay Bay Property were derived from rooms’ revenue (34.1%) and food & beverage revenue (30.0%).

As of YE December 2019, the MGM Grand Property achieved occupancy, ADR and RevPAR of 91.4%, $190.29 and $173.85, respectively. As of YE December 2019, the Mandalay Bay Property achieved occupancy, ADR and RevPAR of 92.8%, $202.98 and $188.40, respectively.

Historical EBITDAR

EBITDAR ($ millions)

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

March 2020 TTM⁽¹⁾

June
2020
TTM⁽¹⁾

MGM Grand

$329

$396

$271

$214

$163

$149

$181

$236

$255

$281

$332

$345

$372

$283

$263

$220

$283

Mandalay Bay

$282

$291

$251

$160

$125

$169

$147

$167

$176

$204

$237

$260

$246

$237

$224

$161

$237

Total Collateral

$611

$688

$522

$374

$288

$318

$327

$403

$431

$485

$569

$605

$617

$520

$487

$381

$520

Debt Yield⁽²⁾

20.4%

22.9%

17.4%

12.5%

9.6%

10.6%

10.9%

13.4%

14.4%

16.2%

19.0%

20.2%

20.6%

17.3%

16.2%

12.7%

17.3%

Rent Coverage⁽³⁾

2.1x

2.4x

1.8x

1.3x

1.0x

1.1x

1.4x

1.5x

1.7x

1.9x

2.1x

1.8x

1.7x

1.3x

1.8x

(1)

On May 1, 2020, MGM Resorts International reported in its first quarter Form 10-Q filing that, as a result of the temporary closure of its domestic properties (which includes the MGM Grand & Mandalay Bay Properties) following the outbreak of COVID-19, its domestic properties (which include the MGM Grand & Mandalay Bay Properties) were effectively generating no revenue, and there were high levels of room and convention cancellation through the third quarter of 2020. The March 2020 TTM financials presented above reflect the suspension of operations at the MGM Grand & Mandalay Bay Properties from March 17, 2020 through the end of the first calendar quarter of 2020. On August 3, 2020, MGM reported in its second quarter Form 10-Q filing that, while throughout May, June and July 2020, it re-opened most of its properties with limited amenities and certain measures to mitigate the spread of COVID-19, such properties (which include the MGM Grand & Mandalay Bay Properties) may be subject to temporary, complete or partial shutdowns in the future, and that it has seen and expects to continue to see weakened demand in light of consumer fears and general economic uncertainty, among other things. The June 2020 TTM financials presented above reflect the operations at the MGM Grand Property, which remained suspended until June 4, 2020 and operations at The Shoppes at Mandalay Bay Place and the Mandalay Bay resort, which remained suspended through June 24, 2020 and June 30, 2020, respectively. The $487 million presented above represents the adjusted March 2020 TTM EBITDAR, which takes into account an adjustment for a combined net extraordinary loss of approximately $20.6 million during the March 2020 TTM period (reflecting primarily operating losses during closure comprised mainly of employee payroll expenses and corporate allocations and net of a combined extraordinary gain of approximately $0.7 million related to a reversal of certain accrued benefit expenses) related to the temporary closure of the MGM Grand & Mandalay Bay Properties following the outbreak of COVID-19. The $381 million presented above represents the adjusted June 2020 TTM EBITDAR, which takes into account an adjustment for a combined net extraordinary loss of approximately $82.4 million during the June 2020 TTM period (reflecting primarily operating losses during closure comprised mainly of employee payroll expenses and corporate allocations and net of a combined extraordinary gain of approximately $0.7 million related to a reversal of certain accrued benefit expenses) related to the temporary closure of the MGM Grand & Mandalay Bay Properties following the outbreak of COVID-19. The Lender underwriting presented above is based on 2019 financials, which reflects a full year of uninterrupted operations at the MGM Grand & Mandalay Bay Properties. See “Cash Flow Analysis” herein, and the footnotes thereto, for more detailed underwritten cash flow information.

(2)

Debt Yield metrics presented above are based on the MGM Grand & Mandalay Bay Whole Loan Cut-off Date balance of $3.0 billion and the EBITDAR of each respective time period.

(3)

Rent Coverage ratios presented above are based on the initial Master Lease Rent of $292.0 million and the EBITDAR of each respective time period.

Hospitality – Full Service	Loan #2	Cut-off Date Balance:	$45,000,000
Various	MGM Grand & Mandalay Bay	Cut-off Date LTV:	35.5%
Las Vegas, NV Various		U/W NCF DSCR:	4.95x
		U/W NOI Debt Yield:	17.9%

Historical Performance – MGM Grand⁽¹⁾

	2006	2007	2008	2009	2010	2011	2012	2013	2014	2015	2016	2017	2018	2019	March 2020 TTM⁽²⁾	June 2020 TTM⁽²⁾
RevPAR	$154	$162	$145	$113	$112	$128	$137	$138	$150	$155	$162	$167	$169	$174	$172	$161
Net Revenue ($ billions)	$1.19	$1.32	$1.22	$1.09	$1.03	$1.05	$1.07	$1.15	$1.21	$1.16	$1.15	$1.18	$1.23	$1.16	$1.10	$0.87
EBITDAR Margin	28%	30%	22%	20%	16%	14%	17%	21%	21%	24%	29%	29%	30%	24%	24%	25%

(1)

Any financial information contained in this Term Sheet for the MGM Grand Property that relates to any period prior to 2015 has not been recast to reflect the adoption of ASC 606 revenue recognition under GAAP and thus, any financial information provided for periods prior to 2015 may not be comparable to periods on or after 2015 with respect to which recasting has been applied.

(2)

The March 2020 TTM financials presented above reflect the suspension of operations at the MGM Grand & Mandalay Bay Properties from March 17, 2020 through the end of the first calendar quarter of 2020. On August 3, 2020, MGM reported in its second quarter Form 10-Q filing that, while throughout May, June and July 2020, it re-opened most of its properties with limited amenities and certain measures to mitigate the spread of COVID-19, such properties (which include the MGM Grand and Mandalay Bay Properties) may be subject to temporary, complete or partial shutdowns in the future, and that it has seen and expects to continue to see weakened demand in light of consumer fears and general economic uncertainty, among other things. The June 2020 TTM financials presented above reflect the operations at the MGM Grand Property, which remained suspended until June 4, 2020 and operations at The Shoppes at Mandalay Bay Place and the Mandalay Bay resort, which remained suspended through June 24, 2020 and June 30, 2020, respectively. The lender underwriting presented above is based on 2019 financials, which reflects a full-year of uninterrupted operations at the MGM Grand & Mandalay Bay Properties.

Historical Performance – Mandalay Bay⁽¹⁾

	2006	2007	2008	2009	2010	2011	2012	2013	2014	2015	2016	2017	2018	2019	March 2020 TTM⁽²⁾	June 2020 TTM⁽¹⁾
RevPAR	$199	$213	$193	$142	$142	$160	$162	$164	$176	$177	$185	$185	$184	$188	$188	$186
Net Revenue ($ billions)	$0.99	$1.02	$0.95	$0.79	$0.78	$0.84	$0.78	$0.86	$0.95	$0.94	$0.97	$0.98	$0.97	$0.94	$0.90	$0.67
EBITDAR Margin	29%	28%	26%	20%	16%	20%	19%	19%	19%	22%	24%	26%	25%	25%	25%	24%

(1)

Any financial information contained in this Term Sheet for the Mandalay Bay Property that relates to any period prior to 2015 has not been recast to reflect the adoption of ASC 606 revenue recognition under GAAP and thus, any financial information provided for periods prior to 2015 may not be comparable to periods on or after 2015 with respect to which recasting has been applied.

(2)

The March 2020 TTM financials presented above reflect the suspension of operations at the Properties from March 17, 2020 through the end of the first calendar quarter of 2020. On August 3, 2020, MGM reported in its second quarter Form 10-Q filing that, while throughout May, June and July 2020, it re-opened most of its properties with limited amenities and certain measures to mitigate the spread of COVID-19, such properties (which include the MGM Grand and Mandalay Bay Properties) may be subject to temporary, complete or partial shutdowns in the future, and that it has seen and expects to continue to see weakened demand in light of consumer fears and general economic uncertainty, among other things. The June 2020 TTM financials presented above reflect the operations at the MGM Grand Property, which remained suspended until June 4, 2020 and operations at The Shoppes at Mandalay Bay Place and the Mandalay Bay resort, which remained suspended through June 24, 2020 and June 30, 2020, respectively. The lender underwriting presented above is based on 2019 financials, which reflects a full-year of uninterrupted operations at the MGM Grand & Mandalay Bay Properties.

Hospitality – Full Service	Loan #2	Cut-off Date Balance:	$45,000,000
Various	MGM Grand & Mandalay Bay	Cut-off Date LTV:	35.5%
Las Vegas, NV Various		U/W NCF DSCR:	4.95x
		U/W NOI Debt Yield:	17.9%

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 MGM Grand & Mandalay Bay Properties:

Cash Flow Analysis⁽¹⁾

	2015	2016	2017	2018	2019	June 2020 TTM	U/W	%⁽²⁾	U/W Per Room⁽³⁾
Occupancy	92.5%	92.4%	91.0%	91.5%	92.1%	87.5%	92.1%
ADR	$179.08	$187.27	$193.58	$192.62	$196.52	$197.27	$196.52
RevPAR	$165.56	$172.97	$176.24	$176.18	$180.94	$172.60	$180.94

Hotel Revenue	$576,193,751	$611,611,719	$621,671,255	$619,356,266	$635,408,160	$454,847,334	$635,408,160	30.2%	$65,183
Casino Revenue	461,726,103	438,253,825	459,676,698	492,001,712	379,532,959	304,523,632	379,532,959	18.0%	$38,934
F&B Revenue	578,021,518	598,992,505	608,876,978	604,859,218	629,566,379	438,092,332	629,566,379	29.9%	$64,584
Other Revenue	480,778,051	465,818,022	471,735,234	475,323,334	461,787,990	345,071,444	461,787,990⁽⁴⁾	21.9%	$47,373
Total Revenue	$2,096,719,423	$2,114,676,071	$2,161,960,165	$2,191,540,530	$2,106,295,488	$1,542,534,742	$2,106,295,488	100.0%	$216,075

Hotel Expense	230,915,708	235,477,994	249,304,637	255,303,612	265,201,312	205,510,281	265,201,312	12.6%	$27,206
Casino Expense	253,918,628	213,245,938	229,109,011	226,996,812	223,320,361	189,641,029	223,320,361	10.6%	$22,909
F&B Expense	428,952,166	429,128,035	433,970,578	437,033,184	449,487,794	329,402,047	449,487,794	21.3%	$46,111
Other Expense	349,547,741	323,328,025	322,504,168	316,078,620	304,747,043	225,847,118	304,747,043	14.5%	$31,263
Total Departmental Expenses	$1,263,334,243	$1,201,179,992	$1,234,888,394	$1,235,412,228	$1,242,756,510	$950,400,475	$1,242,756,510	59.0%	$127,488

Property Maintenance	112,218,119	110,725,189	95,208,961	101,449,888	103,270,469	86,987,561	103,270,469	4.9%	$10,594
Property Administration⁽⁵⁾	137,822,533	128,394,200	125,525,316	126,382,088	126,766,300	105,768,903	126,766,300	6.0	13,004
Marketing & Advertising	28,265,267	22,728,610	26,584,722	29,655,331	28,082,648	22,501,371	28,082,648	1.3	2,881
Fixed Expenses	23,317,324	23,039,610	21,544,460	24,507,471	27,641,195	29,514,908	27,641,195	1.3	2,836
Management Fee	46,463,959	59,835,056	53,171,104	56,764,258	57,698,013	48,582,051	57,698,013	2.7	5,919
Total Operating Expenses	$348,087,202	$344,722,665	$322,034,563	$338,759,036	$343,458,625	$293,354,794	$343,458,625	16.3%	$35,234

Net Extraordinary Loss Add-Back	$0	$0	$0	$0	$0	$82,377,430⁽⁶⁾	$0	0.0%	$0

EBITDAR	$485,297,978	$568,773,414	$605,037,208	$617,369,266	$520,080,353	$381,156,903	$520,080,353	24.7%	$53,353

FF&E⁽⁷⁾	0	0	0	0	0	0	32,774,592	1.6	3,362
Net Cash Flow	$485,297,978	$568,773,414	$605,037,208	$617,369,266	$520,080,353	$381,156,903⁽⁸⁾	$487,305,761	23.1%	$49,990

NOI DSCR^(9)(10)	NAV	NAV	NAV	NAV	NAV	NAV	4.95x
NCF DSCR^(9)(10)	NAV	NAV	NAV	NAV	NAV	NAV	4.95x
NOI Debt Yield^(9)(10)	NAV	NAV	NAV	NAV	NAV	NAV	17.9%
NCF Debt Yield^(9)(10)	NAV	NAV	NAV	NAV	NAV	NAV	17.9%

(1)

Certain items such as interest expense, interest income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2)

Represents percent of Total Revenue for all fields.

(3)

Based on 9,748 guest rooms.

(4)

The most recent available breakout of the Signature Condo-Hotel revenue as a component of Other Revenue was from the November 2019 trailing 12-month period.

(5)

2018 Property Administration expense was adjusted for the Mandalay Bay Property to exclude $21.8 million of one-time business interruption proceeds related to the October 1, 2017 shooting at the Mandalay Bay Property.

(6)

Net Extraordinary Loss Add-Back represents a net combined extraordinary loss from the MGM Grand & Mandalay Bay Properties of approximately $82.4 million during the TTM June 2020 period (primarily comprised of employee payroll expenses and corporate allocations and net of a combined extraordinary gain of approximately $0.7 million related to a reversal of certain accrued benefit expenses) related to the temporary closure of the MGM Grand & Mandalay Bay Properties following the outbreak of COVID-19. The TTM June 2020 EBITDAR of approximately $381.2 million represents the combined adjusted EBITDAR as calculated per the Master Lease (after taking into account the extraordinary loss add-back for the TTM June 2020 period).

(7)

Underwritten FF&E is based on the 1.5% contractual FF&E reserve based on total net revenues (excluding net revenues associated with the Signature Condo-Hotel development at the MGM Grand Property for which FF&E is not reserved under the Master Lease). With respect to the Mandalay Bay Property, 5.0% FF&E Reserve was underwritten for the revenues associated with the origination date of the Four Seasons Management Agreement.

(8)

The TTM June 2020 financials presented above reflect the suspension of operations at the Properties from March 17, 2020 through the end of the first calendar quarter of 2020. On August 3, 2020, MGM reported in its second quarter Form 10-Q filing that, while throughout May, June and July 2020, it re-opened most of its properties with limited amenities and certain measures to mitigate the spread of COVID-19, such properties (which include the MGM Grand and Mandalay Bay Properties) may be subject to temporary, complete or partial shutdowns in the future, and that it has seen and expects to continue to see weakened demand in light of consumer fears and general economic uncertainty, among other things. The TTM June 2020 financials presented above reflect the operations at the MGM Grand Property, which remained suspended until June 4, 2020 and operations at The Shoppes at Mandalay Bay Place and the Mandalay Bay resort, which remained suspended through June 24, 2020 and June 30, 2020, respectively. The lender underwriting presented above is based on 2019 financials, which reflects a full-year of uninterrupted operations at the MGM Grand & Mandalay Bay Properties.

(9)

On January 14, 2020, MGP OP”, an affiliate of BREIT OP and certain other parties entered into an agreement to, among other things, form a joint venture (50.1% indirectly owned by MGP OP and 49.9% indirectly owned by BREIT OP) to acquire the MGM Grand & Mandalay Bay Properties (as defined below) for a purchase price of $4.6 billion

Hospitality – Full Service	Loan #2	Cut-off Date Balance:	$45,000,000
Various	MGM Grand & Mandalay Bay	Cut-off Date LTV:	35.5%
Las Vegas, NV Various		U/W NCF DSCR:	4.95x
		U/W NOI Debt Yield:	17.9%

(approximately $471,892 per room). Contemporaneously with the acquisition, the MGM Grand & Mandalay Bay Borrowers (as defined below), as landlord, entered into the “MGM/Mandalay Lease with two, 10-year renewal options with MGM Tenant, a wholly-owned subsidiary of MGM. Financial and other information presented in this Term Sheet is presented on a “look through” basis, based on the rents and receipts of the MGM Grand & Mandalay Bay Properties. For so long as the MGM/Mandalay Lease is in effect, the MGM Grand & Mandalay Bay Borrowers will be entitled only to the rent due under the MGM/Mandalay Lease and not to the underlying rent and other income from the MGM Grand & Mandalay Bay Properties. The Cut-off Date LTV Ratio, LTV Ratio at Maturity, U/W DSCR based on NCF based on master lease rent, and U/W Debt Yield based on NOI based on master lease rent presented in the chart above are based on the initial MGM/Mandalay Lease annual rent of $292,000,000. The U/W DSCR based on NCF, and the U/W Debt Yield Based on NCF for the MGM Grand & Mandalay Bay A Notes (based on the U/W NCF of approximately $487.3 million) are 8.27x and 29.8%, respectively. Historical NOI DSCR, NCF DSCR, NOI Debt Yield and NCF Debt Yield are unavailable based on this calculation.

(10)

The NOI DSCR, NCF DSCR, NOI Debt Yield and NCF Debt Yield are calculated based on the MGM Grand & Mandalay Bay Senior Notes.

Appraisal. The Appraised Value of $4,600,000,000 as of January 10, 2020 is the Aggregate Real Property Appraised Value, solely with respect to real property at the Properties, excluding personal property and intangible property attributable to the Properties. The appraisal also includes an As-Leased-Sale-Leaseback appraised value, which is equal to the Aggregate Real Property Appraised Value. The Aggregate As-Is Appraised Value of $7,352,600,000 as of January 10, 2020 includes personal property and intangible property attributable to the MGM Grand & Mandalay Bay Properties. The personal property and intangible property relating to the MGM Grand & Mandalay Bay Properties is owned by the MGM Tenant or the MGM/Mandalay Operating Subtenants (as more particularly provided in the Master Lease section), which granted a security interest in certain property of the MGM Tenant and the MGM/Mandalay Operating Subtenants (with certain exclusions, including an exclusion for the intellectual property of MGM Tenant as more particularly described in the Master Lease section) in favor of the MGM Grand & Mandalay Bay Borrowers and provided that the FF&E will be transferred to the MGM Grand & Mandalay Bay Borrowers at no cost in the event of termination of the Master Lease due to an event of default by the MGM Tenant thereunder. Such security interest was collaterally assigned by the MGM Grand & Mandalay Bay Borrowers to the mortgage lenders.

Environmental Matters. The Phase I environmental assessments dated February 11, 2020 did not identify any recognized environmental conditions at either of the Properties. Due to a historical recognized environmental condition pertaining to the presence of underground storage tanks at the Mandalay Bay Property, the MGM Grand & Mandalay Bay Borrowers purchased, and are required to maintain under the MGM Grand & Mandalay Bay Whole Loan agreement, an environmental insurance policy. See “Environmental Considerations” in the Preliminary Prospectus.

Markets Overview and Competition. The MGM Grand & Mandalay Bay Properties are located on the Las Vegas Strip in the heart of Las Vegas, Nevada. Visitor volume and airport passenger traffic into the Las Vegas region more than doubled from 1990 to 2019. In connection with the financial downturn in 2008 and 2009, the Las Vegas market generally experienced a contraction. During 2010, the market began to rebound and as of year-end 2019, visitation had returned to or near peak levels. McCarran International Airport welcomed 51.5 million passengers in 2019 (surpassing the 2018 passenger count of approximately 49.6 million).

From 2010 through 2019, annual convention attendance in Las Vegas has grown by over 2 million people (4.0% compound annual growth rate). With an estimated local population of 2.3 million people as of 2019, an additional approximately 42.5 million tourists visiting the metropolitan Las Vegas area annually (as of year-end 2019) and recent investment in Las Vegas by major sports leagues, the amount of existing gaming activity steadily increased from 2009 through year-end 2019. In Clark County, gaming revenue increased approximately 17.2% from the gaming through in 2009 through year-end 2019.

Market Overview⁽¹⁾

Category	1990	2009	2010	2011	2012	2013	2014	2015	2016	2017	2018	2019
Visitor Volume (thousands)	20,954	36,351	37,335	38,929	39,727	39,668	41,127	42,312	42,936	42,214	42,117	42,524
YoY % Change	NAP	-3.0%	2.7%	4.3%	2.1%	-0.1%	3.7%	2.9%	1.5%	-1.7%	-0.2%	1.0%
Clark County Gaming Revenues ($mm)	$4,104	$8,838	$8,909	$9,223	$9,400	$9,674	$9,554	$9,618	$9,714	$9,979	$10,250	$10,355
YoY % Change	NAP	-9.8%	0.8%	3.5%	1.9%	2.9%	-1.2%	0.7%	1.0%	2.7%	2.7%	1.0%
Hotel / Motel Rooms Inventory	73,730	148,941	148,935	150,161	150,481	150,593	150,544	149,213	149,339	148,896	149,158	149,422
YoY % Change	NAP	6.0%	0.0%	0.8%	0.2%	0.1%	0.0%	-0.9%	0.1%	-0.3%	0.2%	0.2%
Airport Passenger Traffic (thousands)	19,090	40,469	39,757	41,481	41,668	41,857	42,885	45,319	47,368	48,430	49,645	51,538
YoY % Change	NAP	-8.2%	-1.8%	4.3%	0.4%	0.5%	2.5%	5.7%	4.5%	2.2%	2.5%	3.8%
Convention Attendance (thousands)	1,742	4,492	4,473	4,865	4,944	5,107	5,195	5,891	6,311	6,646	6,502	6,649
YoY % Change	NAP	-23.9%	-0.4%	8.8%	1.6%	3.3%	1.7%	13.4%	7.1%	5.3%	-2.2%	2.3%

(1)

Source: Las Vegas Convention and Visitors Authority

The Las Vegas Strip hotel average occupancy was approximately 90% over the last three years. The Las Vegas Strip average 2019 occupancy was 90.4% and average 2018 occupancy was 89.5%. The Las Vegas Strip average 2019 ADR of $143.31 increased 3.3% relative to the average 2018 ADR of $138.71.

Hospitality – Full Service	Loan #2	Cut-off Date Balance:	$45,000,000
Various	MGM Grand & Mandalay Bay	Cut-off Date LTV:	35.5%
Las Vegas, NV Various		U/W NCF DSCR:	4.95x
		U/W NOI Debt Yield:	17.9%

Competitive Set⁽¹⁾

Property Name	No. of Rooms	Year Opened	Meeting Space (sq. ft.)	Casino Space (sq. ft.)	Estimated 2019 Occ.	Estimated 2019 ADR	Estimated 2019 RevPAR
MGM Grand⁽²⁾	4,998	1993	748,325	177,268	91.4%	$190.29	$173.85
Mandalay Bay⁽²⁾	4,750	1999	2,100,000	152,159	92.8%	$202.98	$188.40
The Mirage	3,044	1989	170,000	94,000	94.6%	$178.00	$168.39
New York New York	2,024	1997	30,500	81,000	95.5%	$151.00	$144.21
Luxor	4,397	1993	20,000	120,000	95.0%	$119.00	$113.05
Caesar’s Palace	3,976	1966	300,000	124,200	93.0%	$221.00	$205.53
Planet Hollywood	2,500	2000	20,000	64,500	90.0%	$185.00	$166.50
Venetian/Palazzo	7,117	1999	450,000	335,878	94.6%	$237.00	$224.20

(1)

Source: Appraisal, unless otherwise indicated.

(2)

Source: Underwriting and Borrower Sponsor provided information.

Additional group business is expected to enter the market as a result of the delivery of Allegiant Stadium in August 2020 (across the street from the Mandalay Bay Property), which will serve as the home stadium for the National Football League’s Raiders. Non-gaming revenue in the Las Vegas market was approximately 65% of total revenue in 2019 compared to pre-recession levels of approximately 59% in 2007.

Each of the MGM Grand & Mandalay Bay Properties share the same competitive set. The primary competitive set for the MGM Grand & Mandalay Bay Properties consists of six hotels, which range in size from 2,024 to 7,117 rooms and collectively contain an aggregate 23,058 rooms. According to the appraisal, there are two mega resorts in the construction phase with planned delivery between 2021 and 2022. Resorts World Las Vegas is a 59-story Chinese-themed mega resort under construction the former Stardust Resort and Casino site on the northern Las Vegas Strip with scheduled delivery by summer of 2021 and The Drew is a 735-foot tall, 75% completed mega casino resort scheduled to be delivered by 2022. The appraiser does not believe either property will be directly competitive with the MGM Grand Property or Mandalay Bay Property.

Historical Occupancy, ADR, RevPAR – Competitive Set (MGM Grand)

	MGM Grand⁽¹⁾			Competitive Set⁽²⁾⁽³⁾			Penetration Index⁽²⁾⁽³⁾
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
12/31/2017	92.1%	$181.76	$167.36	92.0%	$181.95	$167.10	100.2%	100.0%	100.3%
12/31/2018	92.7%	$182.10	$168.76	93.0%	$187.63	$173.66	100.1%	97.4%	97.6%
12/31/2019	91.4%	$190.29	$173.85	94.0%	$193.23	$181.41	98.7%	98.6%	97.3%

(1)

Source: Historical operating statements.

(2)

Source: Appraisal.

(3)

Competitive Set includes The Mirage, New York New York, Luxor, Caesars, Planet Hollywood and Venetian/Palazzo.

Historical Occupancy, ADR, RevPAR – Competitive Set (Mandalay Bay)

	Mandalay Bay⁽¹⁾			Competitive Set⁽²⁾⁽³⁾			Penetration Index⁽²⁾⁽³⁾
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
12/31/2017	90.0%	$206.28	$185.57	92.0%	$177.98	$164.06	98.0%	113.2%	110.9%
12/31/2018	90.2%	$203.96	$183.96	93.0%	$183.94	$171.13	97.4%	109.2%	106.4%
12/31/2019	92.8%	$202.98	$188.40	94.0%	$190.09	$178.15	96.6%	108.8%	105.1%

(1)

Source: Historical operating statements.

(2)

Source: Appraisal.

(3)

Competitive Set includes The Mirage, New York New York, Luxor, Caesars, Planet Hollywood and Venetian/Palazzo.

Master Lease. The MGM Grand & Mandalay Bay Properties are master-leased to the MGM Tenant, under a 30-year, triple-net master and operating lease with two, 10-year renewal options. In turn, the MGM Tenant has subleased a portion of the MGM Grand & Mandalay Bay Properties to each of MGM Grand Hotel, LLC, a Nevada limited liability company (the “Grand Operating Subtenant”), Mandalay Bay, LLC, a Nevada limited liability company (the “Mandalay Bay Subtenant”) and Mandalay Place, LLC, a Nevada limited liability company (“Mandalay Place Subtenant”; and, together with Grand Operating Subtenant and Mandalay Bay Subtenant, individually or collectively as the context may require, together with any person to whom all or any portion of a Property is sublet by MGM Tenant pursuant to a sublease pursuant to the express terms and conditions of the MGM/Mandalay Lease, each an “MGM/Mandalay Operating Subtenant”). Each MGM/Mandalay Operating Subtenant executed a joinder to the MGM/Mandalay Lease for the purpose of (x) agreeing to be bound by the terms and provisions of the MGM/Mandalay Lease regarding the disposition of any portion of MGM Tenant’s Property owned by such MGM/Mandalay Operating Subtenant and (y) granting a security interest to the MGM Grand & Mandalay Bay Borrowers in the portion of the MGM Tenant’s pledged property owned by such MGM/Mandalay Operating Subtenant and certain reserve funds under the MGM/Mandalay Lease. The MGM Tenant and each MGM/Mandalay Operating Subtenant is not a borrower or an obligor under the MGM Grand & Mandalay Bay Whole Loan documents.

Hospitality – Full Service	Loan #2	Cut-off Date Balance:	$45,000,000
Various	MGM Grand & Mandalay Bay	Cut-off Date LTV:	35.5%
Las Vegas, NV Various		U/W NCF DSCR:	4.95x
		U/W NOI Debt Yield:	17.9%

Under the Master Lease, the MGM Tenant is required to pay to the MGM Grand & Mandalay Bay Borrowers an initial lease rent of $292.0 million per annum ($159.0 million allocated to the MGM Grand Property and $133.0 million allocated to the Mandalay Bay Property, the “Master Lease Rent”), subject to annual increases of (i) 2.0% in years 2 through 15 of the initial lease term, and (ii) thereafter, the greater of 2.0% or CPI (CPI capped at 3.0%) for the remainder of the initial lease term. Additionally, MGM will be required to continue to invest in the MGM Grand & Mandalay Bay Properties, with (x) a minimum aggregate capital investment requirement of 3.5% of actual net revenues every five years (the first such period beginning January 1, 2020 and expiring December 31, 2024, and the second such period beginning January 1, 2021 and expiring December 31, 2025, and each five-year period thereafter on a rolling basis) in the aggregate for the MGM Grand & Mandalay Bay Properties (such amount not to be less than 2.5% of the actual net revenue of any individual Property) (collectively, the “Required CapEx”) and (y) a monthly reserve equal to 1.5% of actual net revenues which may be used for FF&E and on qualifying capital expenditures in satisfaction of the Required CapEx spend. Upon early termination of the Master Lease due to an event of default by MGM Tenant thereunder, the FF&E will be transferred to the MGM Grand & Mandalay Bay Borrowers at no cost.

Beginning with the first full calendar quarter after the origination date for the MGM Grand & Mandalay Bay Whole Loan and continuing thereafter, if either (a) (x) EBITDAR to Rent Ratio (as defined in the Master Lease) for the prior four fiscal quarters is less than 1.60x and (y) MGM’s market cap is less than $6.0 billion or (b) (x) MGM is no longer publicly traded and listed on NYSE, AMEX or NASDAQ and (y) the EBITDAR to Rent Ratio for the prior four fiscal quarters is less than 2.0x, then MGM Tenant will be required to provide one or more letters of credit or fund a cash escrow in an aggregate amount equal to the following year’s rent (taking into account the applicable escalations).

No intellectual property is licensed to the MGM Grand & Mandalay Bay Borrowers and the MGM Grand & Mandalay Bay Borrowers have no option to purchase upon expiration of the Master Lease. Upon the expiration of the Master Lease term or earlier termination of Master Lease, MGM Tenant will be obligated to provide up to 18 months of transition services to permit the continuous and uninterrupted operation of the Property.

MGM (NYSE: MGM, rated Ba3/BB-/BB- by Moody’s, Fitch and S&P) guarantees to the MGM Grand & Mandalay Bay Borrowers the payment and performance of all monetary obligations and certain other obligations of the MGM Tenant under the Master Lease. In addition to the lease guaranty, MGM (in such capacity, “Shortfall Collection Guarantor”) has executed a shortfall guaranty for the benefit of mortgage lender for the MGM Grand & Mandalay Bay Whole Loan, pursuant to which MGM has guaranteed to mortgage lender the unpaid portion of the initial principal amount of the MGM Grand & Mandalay Bay Whole Loan (without giving effect to any future amendments that may increase the principal balance) and all interest accrued and unpaid thereon. For the avoidance of doubt, the Shortfall Collection Guarantor does not guarantee any Accrued Interest or any additional principal as a result of an unpaid Accrued Interest after the ARD. Transfers of interests in MGM are not restricted under the MGM Grand & Mandalay Bay Whole Loan documents and any bankruptcy or other adverse event with respect to the Shortfall Collection Guarantor does not constitute a default under the MGM Grand & Mandalay Bay Whole Loan documents. Neither MGM nor its affiliates (including, without limitation, MGM Tenant) are considered an affiliate of the MGM Grand & Mandalay Bay Borrowers for any purpose under the MGM Grand & Mandalay Bay Whole Loan documents so long as such person does not control Borrower. There is no continuing net worth requirement with respect to MGM in connection with the shortfall guaranty. As of the origination of the MGM Grand & Mandalay Bay Whole Loan, neither MGM nor MGM Tenant controlled the MGM Grand & Mandalay Bay Borrowers.

As of December 31, 2019, MGM had a market capitalization of approximately $16.7 billion, full-year 2019 revenue of approximately $12.9 billion and consolidated, adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) of approximately $3.0 billion. As of March 31, 2020, MGM reported revenue of approximately $2.3 billion for the first quarter of 2020. This represents a 29% decrease to the first quarter of 2019, which was primarily driven by MGM’s temporary suspension of its domestic and Macau casino operations related to the COVID-19 pandemic. MGM had $6.0 billion of cash and cash equivalents as of March 31, 2020, which included $1.8 billion at MGP and $381 million at MGM China. In addition, on April 23, 2020, MGM commenced a private offering of $750 million in aggregate principal amount of 6.75% coupon senior notes due in 2025, which further added to MGM’s cash position. As of June 30, 2020, MGM reported (i) revenue of approximately $290.0 million for the second quarter of 2020 (of which approximately $151.0 million was derived from MGM’s Las Vegas Strip resorts⁽¹⁾), (ii) a total consolidated liquidity position of $8.1 billion (which includes MGM Resorts, MGM China and MGP and is comprised of cash and cash equivalents of approximately $4.8 billion and approximately $3.3 billion available under certain revolving credit facilities) and (iii) a market capitalization of approximately $8.3 billion. According to MGM’s second quarter 2020 earnings presentation, the Adjusted Property EBITDAR margin across all reopened MGM properties on the Las Vegas Strip (during the period the properties were operating through June 30, 2020) increased by approximately 450 basis points compared to the second quarter of 2019 (calculation methodology presented below)⁽²⁾.

⁽¹⁾Second quarter 2020 revenue of approximately $151.0 million for MGM’s Las Vegas Strip resorts reflects revenue from certain resorts which reopened during the second quarter of 2020 with limited amenities and certain COVID-19 mitigation procedures: the Bellagio (reopened on June 4, 2020), the MGM Grand (reopened on June 4, 2020), New York, New York (reopened on June 4, 2020), Excalibur (reopened on June 11, 2020) and Luxor (reopened on June 25, 2020). The Mandalay Bay, ARIA, Vdara, Mirage and Park MGM resorts were not open during the second quarter of 2020.

⁽²⁾Second quarter 2020 Adjusted Property EBITDAR calculation methodology: Reflects MGM management's estimates of operating trends for the periods in which the properties were operating (commencing on each respective properties reopening date and calculated through June 30, 2020), compared to the same periods in 2019 using monthly property level financials and internally generated daily operating reports to calculate activity for partial monthly periods, based on the days in the second quarter of 2020 that such properties were opened prior to June 30, 2020, including activity for invitation only customer events prior to reopening to the general public.

Hospitality – Full Service	Loan #2	Cut-off Date Balance:	$45,000,000
Various	MGM Grand & Mandalay Bay	Cut-off Date LTV:	35.5%
Las Vegas, NV Various		U/W NCF DSCR:	4.95x
		U/W NOI Debt Yield:	17.9%

The MGM Tenant is a casino owner-operator for 29 unique hotel offerings totaling over 44,000 rooms across Las Vegas, United States regional markets and Macau. MGM Tenant has managed the MGM Grand & Mandalay Bay Properties for more than 27 and 18 years, respectively.

Escrows.

At loan origination, the MGM Grand & Mandalay Bay Borrowers were not required to deposit any initial reserves. For so long as the MGM Grand & Mandalay Bay Properties are subject to the Master Lease, there are no ongoing reserves required under the MGM Grand & Mandalay Bay Whole Loan documents.

Under the Master Lease, the MGM Tenant is obligated to make monthly deposits of 1.50% of net revenues at an eligible institution to be used for FF&E and qualifying capital expenditures (the “OpCo FF&E Reserve Account”). The MGM Tenant granted the MGM Grand & Mandalay Bay Borrowers a security interest in the OpCo FF&E Reserve Account, and the MGM Grand & Mandalay Bay Borrowers collaterally assigned the MGM Grand & Mandalay Bay Borrowers’ security interest in the OpCo FF&E Reserve Account to the mortgage lender.

Tax Reserve — For so long as the MGM Grand & Mandalay Bay Properties are subject to the Master Lease, no reserves for real estate taxes are required under the MGM Grand & Mandalay Bay Whole Loan documents. If the MGM Grand & Mandalay Bay Properties are not subject to the Master Lease, solely if an MGM Grand & Mandalay Bay Trigger Period is in effect, the MGM Grand & Mandalay Bay Whole Loan documents provides for ongoing monthly reserves for real estate taxes in an amount equal to 1/12th of the real estate taxes that the lender estimates will be payable during the next 12 months at least 30 days prior to their respective due dates. Notwithstanding the foregoing, the requirement for such monthly reserves will be reduced dollar for dollar by any taxes paid or reserved for by a brand manager or casino operator pursuant to a brand management or casino management agreement relating to the MGM Grand & Mandalay Bay Properties.

Insurance Reserve — For so long as the MGM Grand & Mandalay Bay Properties are subject to the Master Lease, no reserves for insurance premiums are required under the MGM Grand & Mandalay Bay Whole Loan documents. If the MGM Grand & Mandalay Bay Properties are not subject to the Master Lease, solely if a MGM Grand & Mandalay Bay Trigger Period is in effect, the MGM Grand & Mandalay Bay Whole Loan documents provide for ongoing monthly reserves for insurance premiums in an amount equal to 1/12th of the insurance premiums that the lender estimates will be payable for the renewal of the insurance policies at least 30 days prior to the expiration thereof. Notwithstanding the foregoing, the requirement for such monthly reserves will be reduced dollar for dollar by any insurance premiums paid or reserved for by a brand manager or casino operator pursuant to a brand management or casino management agreement relating to the MGM Grand & Mandalay Bay Properties. In addition, such monthly reserves will not be required so long as (i) no event of default is continuing, and (ii) the insurance coverage for the MGM Grand & Mandalay Bay Properties are included in a blanket policy reasonably acceptable to the lender.

Replacement Reserve — For so long as the MGM Grand & Mandalay Bay Properties are not subject to the Master Lease, (i) on each Payment Date during a MGM Grand & Mandalay Bay Trigger Period, the MGM Grand & Mandalay Bay Borroweres will be required to make a deposit equal to (a) 4.0% of net revenue from guest rooms and Borrower-managed food and beverage operations and (b) 0.5% of all other net revenue (other than non-recurring items), in each case for the calendar month that is two months prior to the calendar month in which the applicable deposit to the replacement reserve fund is to be made (the sum of (a) and (b), the “Replacement Reserve Monthly Deposit”), and (ii) if a MGM Grand & Mandalay Bay Trigger Period does not exist, on the first Payment Date of each calendar quarter, an amount equal to the lesser of (x) the Replacement Reserve Current Year Lookback Deficiency (as defined below) and (y) the Replacement Reserve Five Year Lookback Deficiency (as defined below) (the lesser of (x) and (y), the “Replacement Reserve Quarterly Deposit”), provided that for so long as any individual Property is managed by (x) a brand manager pursuant to a brand management agreement and/or (y) a casino operator pursuant to a casino management agreement, the amounts required to be funded as a Replacement Reserve Monthly Deposit or a Replacement Reserve Quarterly Deposit will be reduced on a dollar-for-dollar basis by any amounts deposited into a manager account for replacements, PIP work or brand mandated work for the applicable calendar months as set forth in the annual budget and required pursuant to the terms of the brand management agreement and/or casino management agreement if the MGM Grand & Mandalay Bay Borrowers deliver evidence reasonably satisfactory to the mortgage lender that such deposit has been made.

“Replacement Reserve Current Year Lookback Deficiency” means an amount equal to (x) the aggregate amount of Replacement Reserve Monthly Deposits which would have been funded from the beginning of the then calendar year to the date of determination had a MGM Grand & Mandalay Bay Trigger Period been in effect for the entirety of such period less (y) the sum of (1) the aggregate amount expended on replacements, PIP work and brand mandated work during such calendar year to date and (2) the aggregate amount funded into the Replacement Reserve Fund during such calendar year to date; provided, if the foregoing calculation results in a negative number, the Replacement Reserve Current Year Lookback Deficiency will be deemed to be zero.

“Replacement Reserve Five Year Lookback Deficiency” means (i) zero, with respect to any period before December 31, 2024, and (ii) from and after January 1, 2025, an amount equal to (x) 4.0% of net revenue from guest rooms and Borrower-managed food and beverage operations and 0.5% of all other net revenues (other than non-recurring items) during the Replacement Reserve Five Year Lookback Period (as defined below) less (y) the sum of (1) the aggregate amount expended on replacements, PIP Work and brand mandated work during the Replacement Reserve Five Year Lookback Period (including amounts expended by MGM Tenant pursuant to the express terms and conditions of the Master Lease) and (2) the aggregate amounts funded into the Replacement Reserve Fund

Hospitality – Full Service	Loan #2	Cut-off Date Balance:	$45,000,000
Various	MGM Grand & Mandalay Bay	Cut-off Date LTV:	35.5%
Las Vegas, NV Various		U/W NCF DSCR:	4.95x
		U/W NOI Debt Yield:	17.9%

during such Replacement Reserve Five Year Lookback Period; provided, if the foregoing calculation results in a negative number, the Replacement Reserve Five Year Lookback Deficiency will be deemed to be zero.

“Replacement Reserve Five Year Lookback Period” means each five-year period (on a rolling basis) with the first period commencing on January 1, 2020 and expiring on December 31, 2024 and the second period commencing on January 1, 2021 and expiring on December 31, 2025.

Lockbox and Cash Management. The MGM Grand & Mandalay Bay Whole Loan is subject to a hard lockbox with springing cash management. Amounts on deposit in the lockbox account will be disbursed to the MGM Grand & Mandalay Bay Borrowers’ operating account in accordance with the clearing account agreement. After the occurrence and during the continuation of a MGM Grand & Mandalay Bay Trigger Period (as defined below), the MGM Grand & Mandalay Bay Borrowers will establish a cash management account and, at least two times per week, the clearing account bank will sweep funds from the lockbox accounts into the cash management account in accordance with the clearing account agreement and the cash management bank will apply funds on deposit in the order of priority described in the MGM Grand & Mandalay Bay Whole Loan documents, with the remaining excess cash flow (the “Excess Cash Flow Reserve”) to be held as additional collateral for the MGM Grand & Mandalay Bay Whole Loan (and, after the ARD, all amounts in the Excess Cash Flow Reserve account will be used to pay the monthly additional interest amount and applied to the principal of the MGM Grand & Mandalay Bay Whole Loan).

A “MGM Grand & Mandalay Bay Trigger Period” means a period (A) commencing upon the occurrence of any of the following: (i) the Debt Service Coverage Ratio (“DSCR”) falling below 2.50x (the “DSCR Threshold”) for two consecutive quarters (a “DSCR Trigger”), (ii) the MGM Tenant is subject to a bankruptcy action (an “OpCo Bankruptcy”), (iii) an event of default under the MGM Grand & Mandalay Bay Whole Loan has occurred and is continuing (an “EOD Trigger”), (iv) an OpCo Trigger Event (as defined below) or (v) the MGM Grand & Mandalay Bay Borrowers fail to repay the MGM Grand & Mandalay Bay Whole Loan in full on or before the ARD and (B) terminating upon (i) in the event of a DSCR Trigger, either such time that the DSCR exceeds the DSCR Threshold for two consecutive quarters or the MGM Grand & Mandalay Bay Borrowers make voluntary prepayments of the MGM Grand & Mandalay Bay Whole Loan in accordance with the terms of the MGM Grand & Mandalay Bay Whole Loan documents in amounts necessary to achieve a DSCR greater than or equal to the DSCR Threshold (without any obligation to wait two consecutive quarters), (ii) in the event of an OpCo Bankruptcy, the assumption of the Master Lease in such bankruptcy proceeding or the replacement of the MGM Tenant as provided in the MGM Grand & Mandalay Bay Whole Loan documents (or in the event the Master Lease is terminated and not replaced, the DSCR is equal to or greater than the DSCR Threshold or the MGM Grand & Mandalay Bay Borrowers make voluntary prepayments of the MGM Grand & Mandalay Bay Whole Loan in accordance with the terms of the MGM Grand & Mandalay Bay Whole Loan documents in amounts necessary to achieve a DSCR greater than or equal to the DSCR Threshold (without any obligation to wait two consecutive quarters)), (iii) in the event of an OpCo Trigger Period, any OpCo Trigger Event Cure (as defined below) and (iv) in the event of an EOD Trigger, no other events of default exist and are continuing and the mortgage lender will have accepted a cure by the MGM Grand & Mandalay Bay Borrowers of such event of default. For the avoidance of doubt, in no instance will an MGM Grand & Mandalay Bay Trigger Period caused by the failure of the MGM Grand & Mandalay Bay Borrowers to repay the MGM Grand & Mandalay Bay Whole Loan in full on or before the ARD be capable of being cured or deemed to expire.

An “OpCo Trigger Event” means the occurrence and continuance of all of the following conditions simultaneously: (i) an event of default under the Master Lease has occurred and is continuing; (ii) (x) the managing member of the Joint Venture is an affiliate of the MGM Grand & Mandalay Bay Borrowers other than MGP or MGP OP that is controlled by MGP or MGP OP and (y) MGP OP is controlled by MGM and (iii) such managing member is permitted under the terms of the Joint Venture agreement to take any of the following actions without the consent of (x) BCORE Windmill Parent LLC (the member of the Joint Venture that is affiliated with BREIT OP) (a) granting any consent, approval or wavier or making any election under the Master Lease, Lease Guaranty or other related lease documents, (b) entering into any amendment, supplement or modification to the Master Lease, Lease Guaranty or other related lease documents, or (c) declaring an event of default under the Master Lease, Lease Guaranty or other related lease documents or (y) if applicable, a Qualified Transferee (as defined in the MGM Grand & Mandalay Bay Whole Loan documents) that is not an affiliate of MGM Tenant which owns a 15% or greater direct and/or indirect interest in the MGM Grand & Mandalay Bay Borrowers.

“Lease Guaranty” means that certain Guaranty of Lease Documents dated as of February 14, 2020, made by MGM in favor of the Borrowers.

An “OpCo Trigger Event Cure” means, as applicable, (i) the MGM Grand & Mandalay Bay Borrowers have provided evidence to the mortgage lender of the cure of the event of default under the Master Lease, (ii) the MGM Grand & Mandalay Bay Borrowers have waived the event of default under the Master Lease, provided that such waiver was approved by the mortgage lender, or (iii) in the event that the event of default results in the termination of the Master Lease, either (a) (I) the MGM Grand & Mandalay Bay Borrowers and MGM Tenant have entered into a new lease on terms and conditions substantially similar to those contained in the Master Lease as of the origination of the MGM Grand & Mandalay Bay Whole Loan and (II) the Master Lease opinion delivery requirements have been satisfied, or (b) after giving effect to the termination of the Master Lease the DSCR is equal to or greater than 2.50x for two consecutive quarters or the Borrowers make voluntary prepayments in accordance with the terms of the MGM Grand & Mandalay Bay Whole Loan documents in an amount necessary to achieve a DSCR equal to or greater than 2.50x.

Property Management. The MGM Grand & Mandalay Bay Properties are currently managed by the MGM Tenant and/or the applicable MGM/Mandalay Operating Subtenant, and there are no management agreements currently in effect with the MGM Grand & Mandalay Bay Borrowers and, other than the management agreement with respect to the Four Seasons hotel and the management agreement with respect to certain signature hotel units (which, for the avoidance of doubt, are not part of the MGM Grand & Mandalay Bay

Hospitality – Full Service	Loan #2	Cut-off Date Balance:	$45,000,000
Various	MGM Grand & Mandalay Bay	Cut-off Date LTV:	35.5%
Las Vegas, NV Various		U/W NCF DSCR:	4.95x
		U/W NOI Debt Yield:	17.9%

Properties), for which management fees are included as part of the collateral, there are no management agreements currently in effect with respect to the MGM Grand & Mandalay Bay Properties.

Partial Release. So long as no event of default has occurred and is continuing (other than as set forth below), the MGM Grand & Mandalay Bay Borrowers may at any time release an individual Property from the MGM Grand & Mandalay Bay Whole Loan by prepaying the applicable Release Percentage (as defined below) of the ALA of the subject individual Property (including any yield maintenance premium, if required), and subject to the terms and conditions in the MGM Grand & Mandalay Bay Whole Loan documents, including, without limitation: (i) the DSCR after giving effect to such release is at least equal to 4.81x; (ii) continued compliance with the single purpose entity requirements contained in the MGM Grand & Mandalay Bay Whole Loan documents; (iii) payment to an agent or servicer of the then current and customary fee by such persons for such releases in an amount not to exceed $2,000.00 and any reasonable legal fees or other out-of-pocket costs incurred by the lender to effect the release and any applicable prepayment premiums (provided the legal fees may not exceed $10,000); (iv) payment of all recording charges, filing fees, taxes or other similar expenses payable in connection therewith; (v) if the MGM Grand & Mandalay Bay Whole Loan is securitized in a REMIC trust, compliance with applicable REMIC requirements relating to the REMIC 125% LTV test for release which may be satisfied by delivery of any of the following if permitted by REMIC requirements: an existing or updated appraisal, a broker’s price opinion or other written determination of value using a commercially reasonable valuation method, in each case satisfactory to the lender, but will be based solely on the value of real property and will exclude personal property and going-concern value; and (vi) if the Property is subject to the Master Lease, the MGM Grand & Mandalay Bay Borrowers removing the released individual Property from the Master Lease and entering into a new triple-net lease with respect to the remaining individual Property on substantially the same terms as the Master Lease (collectively, the “Release Conditions”).

“Release Percentage” means, with respect to any individual Property, 105% until such time as the outstanding principal balance of the MGM Grand & Mandalay Bay Whole Loan is reduced to $2,250,000,000 (the “Release Percentage Threshold”), and 110% thereafter. In calculating the Release Amount for an individual Property, the Release Percentage may initially be 105.0% until the application of a portion of such prepayment would reach the Release Percentage Threshold and with respect to any remaining prepayment for such individual Property, the Release Percentage would be 110%.

Notwithstanding the foregoing, in the event that the DSCR following the release would not satisfy the DSCR requirement in clause (i) of the Release Conditions, and such release is in connection with an arms’ length transaction with an unrelated third party, the MGM Grand & Mandalay Bay Borrowers will be permitted to release the subject Property and the amount that will be required to be prepaid (or defeased) in connection with such Release will equal the greater of (I) the Release Percentage of the ALA for such individual Property, together with, to the extent the release does not occur in connection with a partial defeasance, any yield maintenance premium required (if any) and (II) the lesser of (x) 100% of the net sales proceeds for the sale of such individual Property (net of reasonable and customary closing costs associated with the sale of such individual Property) and (y) an amount necessary to, after giving effect to such release of the individual Property, achieve the DSCR requirement in the preceding paragraph.

The MGM Grand & Mandalay Bay Borrowers may release any defaulting individual Property, without the payment of any yield maintenance premium, in order to cure a default or an event of default related to such individual Property, subject to the satisfaction of other terms and conditions in the MGM Grand & Mandalay Bay Whole Loan documents (including, without limitation, the Release Conditions (other than clause (i))) (a “Default Release”). In addition, the MGM Grand & Mandalay Bay Borrowers may release an individual Property (including to an affiliate) if the estimated net proceeds following any casualty or condemnation at such individual Property will be equal to or greater than (x) 25.0% of its allocated whole loan amount, or (y) 5.0% of its ALA (subject to the satisfaction of other terms and conditions in the MGM Grand & Mandalay Bay Whole Loan documents) upon satisfaction of clauses (iii), (iv) and (v) of the Release Conditions above and prepayment of the MGM Grand & Mandalay Bay Whole Loan in an amount equal to the net proceeds (up to an amount equal to the Release Percentage) for such individual Property (a “Special Release”).

Real Estate Substitution. Not permitted.

Subordinate and Mezzanine Indebtedness. In addition to the MGM Grand & Mandalay Bay Mortgage Loan, the MGM Grand & Mandalay Bay Properties also secure the MGM Grand & Mandalay Bay Senior Notes not included in the WFCM 2020-C58 securitization trust, which have an aggregate Cut-off Date principal balance of $1,589,200,000, and the MGM Grand & Mandalay Bay Junior Notes (which have an aggregate Cut-off Date principal balance of $1,365,800,000). The MGM Grand & Mandalay Bay Senior Notes not included in the WFCM 2020-C58 trust and the MGM Grand & Mandalay Bay Junior Notes accrue interest at the same rate as the MGM Grand & Mandalay Bay Mortgage Loan. The MGM Grand & Mandalay Bay Mortgage Loan is entitled to payments of interest and principal on a pro rata and pari passu basis with the MGM Grand & Mandalay Bay Senior Notes not included in the WFCM 2020-C58 securitization trust. The MGM Grand & Mandalay Bay Mortgage Loan and the MGM Grand & Mandalay Bay Senior Notes not included in the WFCM 2020-C58 securitization trust are generally senior to the MGM Grand & Mandalay Bay Junior Notes.

Additionally, the MGM Grand & Mandalay Bay Borrowers have a one-time right to borrow a mezzanine loan subordinate to the MGM Grand & Mandalay Bay Whole Loan (the “Future Mezzanine Loan”), subject to credit and legal criteria specified in the MGM Grand & Mandalay Bay Whole Loan documents, including, without limitation: (i) a combined maximum loan to value ratio (based on appraisals ordered by the lender in connection with the closing of the Future Mezzanine Loan and calculated based on the outstanding principal balance of the MGM Grand & Mandalay Bay Whole Loan and the initial principal amount of the Future Mezzanine Loan) of 67.0%, (ii) a debt service coverage ratio at the closing of the Future Mezzanine Loan at least equal to 4.81x, in each case, inclusive of the additional mezzanine debt and (iii) an intercreditor agreement reasonably satisfactory to the lender. The lender’s receipt of a rating agency confirmation will not be required in connection with the Future Mezzanine Loan.

Hospitality – Full Service	Loan #2	Cut-off Date Balance:	$45,000,000
Various	MGM Grand & Mandalay Bay	Cut-off Date LTV:	35.5%
Las Vegas, NV Various		U/W NCF DSCR:	4.95x
		U/W NOI Debt Yield:	17.9%

Notwithstanding the foregoing, (1) during a MGM Grand & Mandalay Bay Trigger Period (and for so long as no event of default has occurred and is continuing), in the event that the Future Mezzanine Loan (or any portion thereof) is directly or indirectly or beneficially owned by the MGM Grand & Mandalay Bay Borrowers, the future mezzanine borrower or a “broad affiliate” (as defined in the MGM Grand & Mandalay Whole Loan documents) of the MGM Grand & Mandalay Bay Borrowers or the future mezzanine borrower (an “Affiliated Mezzanine Lender”), in no instance will the Affiliated Mezzanine Lender be permitted to receive late charges, principal (other than the pro rata prepayment of the Future Mezzanine Loan upon the release of an individual Property or prepayment of the MGM Grand & Mandalay Bay Whole Loan in accordance with the terms and conditions of the MGM Grand & Mandalay Bay Whole Loan documents and the Future Mezzanine Loan documents) or interest at the default rate, even if an event of default has occurred and is continuing under the Future Mezzanine Loan and such Affiliated Mezzanine Lender will only be permitted to receive interest at the non-default rate on a monthly basis, (2) during a MGM Grand & Mandalay Bay Trigger Period (and for so long as no event of default has occurred and is continuing under the MGM Grand & Mandalay Bay Whole Loan documents), for so long as the whole Future Mezzanine Loan is not directly or indirectly or beneficially owned by an Affiliated Mezzanine Lender, the mezzanine lender will receive on a monthly basis interest at the non-default rate and, if an event of default has occurred and is continuing under the Future Mezzanine Loan, funds sufficient to pay any other amounts then due under the Future Mezzanine Loan and the Future Mezzanine Loan documents (other than the payment of the outstanding principal amount of the Future Mezzanine Loan on the maturity date of the Future Mezzanine Loan whether on the scheduled date for such payment or earlier due to an acceleration of the Future Mezzanine Loan) and (3) after the ARD, in no instance will any mezzanine lender be permitted to receive any payments whatsoever.

Ground Lease. None.

Terrorism Insurance. The MGM Grand & Mandalay Bay Whole Loan documents require that the “all risk” insurance policy required to be maintained by the MGM Grand & Mandalay Bay Borrowers provide coverage for terrorism in an amount equal to the full replacement cost of the MGM Grand & Mandalay Bay Properties, and 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. So long as the MGM Grand & Mandalay Bay Properties is subject to the Master Lease, the MGM Grand & Mandalay Bay Borrowers are permitted to rely on terrorism insurance provided by the MGM Tenant. The permitted deductible for terrorism insurance for the MGM Grand & Mandalay Bay Borrowers under the MGM Grand & Mandalay Bay Whole Loan documents is $500,000 (provided, however, the MGM Grand & Mandalay Bay Borrowers are not required to maintain the coverages on the MGM Grand & Mandalay Bay Properties as required in the MGM Grand & Mandalay Bay Whole Loan documents for long as (A) the Master Lease is in full force and effect, (B) no default by MGM Tenant beyond any applicable notice and cure period has occurred and is continuing under the Master Lease and (C) MGM Tenant maintains insurance policies on each Property that satisfies the requirements set forth in the MGM Grand & Mandalay Bay Whole Loan documents (the “MGM/Mandalay Policies”) (except the lender acknowledged and agreed in the MGM Grand & Mandalay Bay Whole Loan documents that the MGM/Mandalay Policies are permitted to vary from MGM Grand & Mandalay Bay Whole Loan documents with respect to (x) the named storm sublimit which will be no less than $700,000,000 per occurrence and (y) any property or terrorism deductible, which will be no greater than $5,000,000) including without limitation, naming the lender as mortgagee/loss payee and additional insured, as applicable (collectively, conditions (A) through (C) are the “MGM/Mandalay Tenant Insurance Conditions”)). If the MGM/Mandalay Tenant Insurance Conditions are not met and TRIPRA is no longer in effect, but terrorism insurance is commercially available, then the MGM Grand & Mandalay Bay Borrowers will be required to maintain terrorism insurance but will not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium payable in respect of the MGM Grand & Mandalay Bay Properties and business interruption/rental loss insurance required under the related loan documents (without giving effect to the cost of the terrorism, flood, earthquake and windstorm components of such casualty and business interruption/rental loss insurance) and if the cost of terrorism insurance exceeds such amount, MGM Grand & Mandalay Bay Borrowers will be required to purchase the maximum amount of terrorism insurance available with funds equal to such amount.

In addition, so long as the MGM/Mandalay Tenant Insurance Conditions are satisfied, terrorism insurance for the MGM Grand & Mandalay Bay Properties may be written by a non-rated captive insurer subject to certain conditions set forth in the Master Lease, including, among other things: (i) TRIPRA will be in full force and effect; (ii) the terrorism policy issued by such captive insurer, together with any other qualified terrorism policies in-place, provide per occurrence limit in an amount not less than replacement cost and rent loss coverage as otherwise required; (iii) except with respect to deductibles permitted under the Master Lease, covered losses that are not reinsured by the federal government under TRIPRA and paid to the captive insurer will be reinsured with a cut-through endorsement by an insurance company rated “A” by S&P and “A2” by Moody’s (to the extent Moody’s rates securities which represent an interest in the MGM Grand & Mandalay Bay Whole Loan and rates the applicable insurance company); (iv) all reinsurance agreements between the captive insurer and other reinsurance providers will be subject to the reasonable approval of the lender; and (v) such captive insurer will be licensed in the State of Nevada or other jurisdiction to the extent reasonably approved by the lender and qualified to issue the terrorism policy in accordance with applicable legal requirements. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

Office – Suburban

Loan #3

Cut-off Date Balance:

$39,300,000

19191 South Vermont Avenue

Torrance, CA 90502

Pacific Gateway II

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

70.6%

1.79x

10.8%

Office – Suburban

Loan #3

Cut-off Date Balance:

$39,300,000

19191 South Vermont Avenue

Torrance, CA 90502

Pacific Gateway II

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

70.6%

1.79x

10.8%

No. 3 – Pacific Gateway II

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		Wells Fargo Bank, National Association			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/KBRA/Moody’s):		NR/NR/NR			Property Type – Subtype:	Office – Suburban
Original Principal Balance:		$39,300,000			Location:	Torrance, CA
Cut-off Date Balance:		$39,300,000			Size:	237,057 SF
% of Initial Pool Balance:		5.6%			Cut-off Date Balance Per SF:	$165.78
Loan Purpose:		Acquisition			Maturity Date Balance Per SF:	$138.49
Borrower Sponsors:		Rohit Kumar; Jayaprasad Vejendla			Year Built/Renovated:	1982/2020
Guarantors:		Rohit Kumar; Jayaprasad Vejendla			Title Vesting:	Fee
Mortgage Rate:		3.7060%			Property Manager:	G&E Real Estate Management Services, Inc.
Note Date:		October 7, 2020			Current Occupancy (As of):	85.4% (10/5/2020)
Seasoning:		2 months			YE 2019 Occupancy:	84.1%
Maturity Date:		October 11, 2030			YE 2018 Occupancy⁽²⁾:	65.2%
IO Period:		24 months			YE 2017 Occupancy⁽²⁾:	62.9%
Loan Term (Original):		120 months			YE 2016 Occupancy⁽²⁾:	62.4%
Amortization Term (Original):		360 months			As-Is Appraised Value:	$55,700,000
Loan Amortization Type:		Interest-only, Amortizing Balloon			As-Is Appraised Value Per SF:	$234.96
Call Protection:		L(26),D(90),O(4)			As-Is Appraisal Valuation Date:	July 23, 2020
Lockbox Type:		Soft/Springing Cash Management
Additional Debt:		None			Underwriting and Financial Information⁽³⁾
Additional Debt Type (Balance):		NAP			TTM NOI (6/30/2020)⁽⁴⁾⁽⁵⁾:	$1,921,528
					YE 2019 NOI⁽⁴⁾:	$982,322
					YE 2018 NOI⁽⁴⁾:	$756,671
					YE 2017 NOI:	NAV
					U/W Revenues:	$6,745,687
					U/W Expenses:	$2,485,857
Escrows and Reserves⁽¹⁾					U/W NOI⁽⁵⁾:	$4,259,830
	Initial		Monthly	Cap	U/W NCF:	$3,894,861
Taxes	$414,771		$59,253	NAP	U/W DSCR based on NOI/NCF:	1.96x / 1.79x
Insurance	$5,687		$5,687	NAP	U/W Debt Yield based on NOI/NCF:	10.8% / 9.9%
Replacement Reserve	$0		$3,951	NAP	U/W Debt Yield at Maturity based on NOI/NCF:	13.0% / 11.9%
TI/LC	$500,000		$30,620	NAP	Cut-off Date LTV Ratio:	70.6%
Outstanding Free Rent	$501,386		$0	NAP	LTV Ratio at Maturity:	58.9%
Outstanding TI/LC	$2,749,552		$0	NAP

Sources and Uses
Sources			Uses
Original mortgage loan amount	$39,300,000	65.4%	Purchase price	$55,500,000	92.3%
Sponsor equity	20,819,693	34.6	Upfront reserves	4,171,396	6.9
			Closing costs	448,297	0.7
Total Sources	$60,119,693	100.0%	Total Uses	$60,119,693	100.0%

(1)

See “Escrows” section below.

(2)

See “Historical Occupancy” section below.

(3)

While the Pacific Gateway II Mortgage Loan (as defined below) was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the Pacific Gateway II Mortgage Loan more severely than assumed in the underwriting of the Pacific Gateway II Mortgage Loan and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See “Risk Factors— Risks Related to Market Conditions and Other External Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

(4)

The increase in Net Operating Income from YE 2018 to YE 2019 and from YE 2019 to TTM 6/30/2020 was due to 9 new leases (26.1% of net rentable area; 31.1% of underwritten base rent) being signed from February 2019 to February 2020.

(5)

The increase in Net Operating Income from TTM 6/30/2020 to U/W was primarily due to free rent totaling $798,702 expiring, underwritten rent steps through October 2021 totaling $190,988, and six new leases being signed between October 2019 and August 2020 with current base rent totaling $1,593,398.

The Mortgage Loan. The mortgage loan (the “Pacific Gateway II Mortgage Loan”) is evidenced by a single promissory note secured by a first mortgage encumbering the fee interest in a 237,057 square foot suburban office property located in Torrance, California (the “Pacific Gateway II Property”).

Office – Suburban

Loan #3

Cut-off Date Balance:

$39,300,000

19191 South Vermont Avenue

Torrance, CA 90502

Pacific Gateway II

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

70.6%

1.79x

10.8%

The Borrower and Borrower Sponsors. The borrower is Nome Pacific Gateway LLC (the “Pacific Gateway II Borrower”), a Delaware limited liability company and single purpose entity with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Pacific Gateway II Mortgage Loan. The borrower sponsors are Rohit Kumar and Jayaprasad Vejendla.

Rohit Kumar and Jayaprasad Vejendla are principals of Nome Ventures LLC, which acquires value-add commercial real estate assets and aims to improve operational and energy efficiency. Headquartered in Milpitas, California, Nome Ventures LLC controls approximately 1.0 million square feet of commercial real estate throughout California.

The Property. The Pacific Gateway II Property is a 10-story suburban office complex totaling 237,057 square feet located in Torrance, California, approximately 16.4 miles south of the Los Angeles central business district. The property was constructed in 1981 and renovated between 2015 and 2020 at a total cost of approximately $14.7 million ($62.18 per square foot), including approximately $6.4 million in capital improvements and $8.4 million in tenant improvements. Capital improvements included lobby and common area renovations, HVAC upgrades, parking lot repair, and a new tenant amenity center featuring a full kitchen, full audio visual capabilities, multiple game tables, and a large conference room. The property contains 677 surface parking spaces, resulting in a parking ratio of 2.9 spaces per 1,000 square feet of net rentable area. As of October 5, 2020, the property was 85.4% occupied by 23 tenants.

COVID-19 Update. As of November 4, 2020, the Pacific Gateway II Property is open; however, most, if not all, office tenants were working remotely. Approximately 84.7% of the tenants by square footage and 99.1% of the tenants by underwritten base rent made their full October rent payments. As of November 12, 2020, one tenant, representing approximately 0.9% of underwritten base rent, received rent deferral for September 2020 through February 2021, which will be paid back over 10 months beginning in March 2021. As of the date hereof, the Pacific Gateway II Mortgage Loan is current as of the November 2020 debt service payment and is not subject to any modification or forbearance request.

Major Tenants.

Largest Tenant: HealthCare Partners. (80,583 square feet, 34.0% of net rentable area; 40.1% of underwritten base rent; May 31, 2027 lease expiration) HealthCare Partners, one of California’s largest medical groups, was recently acquired by Optum, a subsidiary of UnitedHealthcare Group (Fitch/Moody’s/S&P: A/A3/A+) in 2019 as part of Optum’s acquisition of DaVita Medical Group. Healthcare Partners has been a tenant at the Property since April 2005, most recently renewed in 2019 and has two 5-year options to renew with 12 months’ notice at the fair market rental rate.

2^ndLargest Tenant: Maritz Holdings (20,488 square feet, 8.6% of net rentable area; 10.0% of underwritten base rent; May 30, 2025 lease expiration) Maritz Holdings, which was founded in 1894, is a behavioral science company that serves organizations including General Motors, HSBC, Purina, and Southwest Airlines. Subsidiaries include Maritz Motivation, Maritz Automotive, Maritz Global Events and Maritz Dimensions. Maritz Holdings has been in occupancy since December 2019 and has one 5-year option to renew with 9 months’ notice at the fair market rental rate.

3^rdLargest Tenant: Nelson Mullins Riley & Scarborough (12,161 square feet, 5.1% of net rentable area; 6.7% of underwritten base rent; February 28, 2028 lease expiration) Nelson Mullins Riley & Scarborough (“Nelson Mullins”) is a diversified law firm of more than 800 attorneys, policy advisors, and professionals with experience in 100 practice areas across 25 offices. Nelson Mullins initially took occupancy in March 2018 and has one 5-year extension option to renew with 9 to 12 months’ notice at the fair market rental rate.

Office – Suburban

Loan #3

Cut-off Date Balance:

$39,300,000

19191 South Vermont Avenue

Torrance, CA 90502

Pacific Gateway II

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

70.6%

1.79x

10.8%

The following table presents certain information relating to the tenancy at the Pacific Gateway II Property:

Major Tenants

Tenant Name

Credit Rating
(Fitch/

Moody’s/
S&P)

Tenant
NRSF

% of
NRSF

Annual U/W
Base Rent
PSF⁽¹⁾

Annual
U/W Base
Rent⁽¹⁾

% of Total
Annual
U/W Base
Rent

Lease
Expiration
Date

Extension
Options

Termination
Option
(Y/N)

Major Tenants

HealthCare Partners

A/A3/A+⁽²⁾

80,583

34.0%

$33.37⁽³⁾

$2,689,055⁽³⁾

40.1%

5/31/2027

2, 5- year

Maritz Holdings

NR/NR/NR

20,488

8.6%

$32.75

$671,064

10.0%

5/30/2025

1, 5-year

Nelson Mullins

NR/NR/NR

12,161

5.1%

$36.81

$447,646

6.7%

2/28/2028

1, 5-year

Ogletree, Deakins, Nash, Smoak

NR/NR/NR

9,460

4.0%

$34.44

$325,802

4.9%

1/31/2025

1, 5-year

Farmers Insurance

NR/NR/NR

8,142

3.4%

$33.37

$271,699

4.1%

11/30/2029

1, 5-year

Total Major Tenants

130,834

55.2%

$33.67

$4,405,266

65.7%

Non-Major Tenants

71,697

30.2%

$32.09

$2,300,559

34.3%

Occupied Collateral Total

202,531

85.4%

$33.11

$6,705,825

100.0%

Vacant Space

34,526

14.6%

Collateral Total

237,057

100.0%

(1)

The Annual U/W Base Rent PSF and Annual U/W Base Rent shown above include rent steps through October 2021 totaling $190,988.

(2)

Credit Rating represents that of the parent company, UnitedHealthcare, which does not guarantee the lease.

(3)

Healthcare Partners has 2 months of future scheduled free rent (December 2020 and December 2021), which was reserved at closing (see “Escrows” section).

The following table presents certain information relating to the lease rollover schedule at the Pacific Gateway II Property:

Lease Expiration Schedule⁽¹⁾⁽²⁾

Year Ending December 31,	No. of Leases Expiring	Expiring NRSF	% of Total NRSF	Cumulative Expiring NRSF	Cumulative % of Total NRSF	Annual U/W Base Rent	% of Total Annual U/W Base Rent	Annual U/W Base Rent PSF
MTM	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2020	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2021	3	11,314	4.8%	11,314	4.8%	$379,066	5.7%	$33.50
2022	3	9,177	3.9%	20,491	8.6%	$311,102	4.6%	$33.90
2023	5	19,287	8.1%	39,778	16.8%	$656,195	9.8%	$34.02
2024	4	13,529	5.7%	53,307	22.5%	$464,273	6.9%	$34.32
2025	4	37,703	15.9%	91,010	38.4%	$1,260,921	18.8%	$33.44
2026	0	0	0.0%	91,010	38.4%	$0	0.0%	$0.00
2027	6	86,995	36.7%	178,005	75.1%	$2,914,924	43.5%	$33.51
2028	1	12,161	5.1%	190,166	80.2%	$447,646	6.7%	$36.81
2029	1	8,142	3.4%	198,308	83.7%	$271,699	4.1%	$33.37
2030	0	0	0.0%	198,308	83.7%	$0	0.0%	$0.00
Thereafter⁽³⁾	2	4,223	1.8%	202,531	85.4%	$0	0.0%	$0.00
Vacant	0	34,526	14.6%	237,057	100.0%	$0	0.0%	$0.00
Total/Weighted Average	29	237,057	100.0%			$6,705,825	100.0%	$33.11

(1)

Information obtained from the underwritten rent roll.

(2)

(3)

Includes 2,541 square feet attributable to a management office where no lease is in effect and 1,682 square feet attributable to Building Owners and Managers Association International (“BOMA”) re-measurement.

Office – Suburban

Loan #3

Cut-off Date Balance:

$39,300,000

19191 South Vermont Avenue

Torrance, CA 90502

Pacific Gateway II

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

70.6%

1.79x

10.8%

The following table presents historical occupancy percentages at the Pacific Gateway II Property:

Historical Occupancy

12/31/2016⁽¹⁾	12/31/2017⁽¹⁾	12/31/2018⁽¹⁾⁽²⁾	12/31/2019⁽¹⁾	10/5/2020⁽³⁾
62.4%	62.9%	65.2%	84.1%	85.4%

(1)	Information obtained from the borrower.

(2)	The increase in occupancy between 2018 and 2019 was primarily due to eight new leases being executed from February 2019 to December 2019 totaling 23.4% of net rentable area.

(3)	Information obtained from the underwritten rent roll.

Cash Flow Analysis

	2018	2019	TTM 6/30/2020	U/W	%⁽¹⁾	U/W $ per SF
Base Rent	$2,672,931	$3,451,837	$4,477,592	$6,514,837	82.6%	$27.48
Contractual Rent Steps	0	0	0	190,988⁽²⁾	2.4	0.81
Grossed Up Vacant Space	0	0	0	1,139,358	14.4	4.81
Gross Potential Rent	$2,672,931	$3,451,837	$4,477,592	$7,845,183	99.5%	$33.09
Other Income⁽³⁾	16,967	21,334	25,842	25,842	0.3	0.11
Total Recoveries	76,414	233,625	192,530	14,020	0.2	0.06
Net Rental Income	$2,766,312	$3,706,796	$4,695,964	$7,885,045	100.0%	$33.26
(Vacancy & Credit Loss)	0	0	0	(1,139,358)	(14.5)	(4.81)
Effective Gross Income	$2,766,312	$3,706,796	$4,695,964	$6,745,687	85.6%	$28.46

Real Estate Taxes	180,384	699,060	667,441	714,782	10.6	3.02
Insurance	108,096	116,840	121,938	64,998	1.0	0.27
Management Fee	90,280	112,380	142,169	202,371	3.0	0.85
Other Operating Expenses	1,630,881	1,796,194	1,842,888	1,503,707	22.3	6.34
Total Operating Expenses	$2,009,641	$2,724,474	$2,774,436	$2,485,857	36.9%	$10.49

Net Operating Income	$756,671⁽⁴⁾	$982,322⁽⁴⁾	$1,921,528⁽⁴⁾	$4,259,830⁽⁵⁾	63.1%	$17.97
Replacement Reserves	0	0	0	47,411	0.7	0.20
TI/LC	0	0	0	317,558	4.7	1.34
Net Cash Flow	$756,671	$982,322	$1,921,528	$3,894,861	57.7%	$16.43

NOI DSCR	0.35x	0.45x	0.88x	1.96x
NCF DSCR	0.35x	0.45x	0.88x	1.79x
NOI Debt Yield	1.9%	2.5%	4.9%	10.8%
NCF Debt Yield	1.9%	2.5%	4.9%	9.9%

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

(2)	Represents rent steps through October 2021 totaling $190,988.

(3)	Other Income represents parking, telecom, and storage income.

(4)	The increase in Net Operating Income from YE 2018 to YE 2019 and from YE 2019 to TTM 6/30/2020 was due to 9 new leases (26.1% of net rentable area; 31.1% of underwritten base rent) being signed from February 2019 to February 2020.

(5)	The increase in Net Operating Income from TTM 6/30/2020 to U/W was primarily due to free rent totaling $798,702 expiring, underwritten rent steps through October 2021 totaling $190,988, and six new leases being signed between October 2019 and August 2020 with current base rent totaling $1,593,398.

Office – Suburban

Loan #3

Cut-off Date Balance:

$39,300,000

19191 South Vermont Avenue

Torrance, CA 90502

Pacific Gateway II

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

70.6%

1.79x

10.8%

Appraisal. The appraiser concluded to an “As-Is Market Value” of $55,700,000 as of July 23, 2020.

Environmental Matters. According to the Phase I environmental site assessment dated August 17, 2020, a 500-gallon underground storage tank was identified as a recognized environmental condition and a 500-gallon underground storage tank, which was removed in 1993, was identified as a historical recognized environmental condition at the Pacific Gateway II Property. In 1991, the property was designated as a superfund site and the United States Environmental Protection Agency (“EPA”) recommended it be added to the National Priorities List. The property has been investigated and is being cleaned up under regulatory oversight of the EPA. In lieu of additional testing, an environmental insurance policy was obtained with a term of 13 years, coverage limits of $750,000 per occurrence and in the aggregate, and a $25,000 self-insured retention. See “Description of the Mortgage Pool – Environmental Considerations” in the Preliminary Prospectus.

Market Overview and Competition. The Pacific Gateway II Property is located 0.3 miles south of the 405 Freeway within the South Bay area of Los Angeles. Historically, the South Bay economy has been dominated by aerospace and defense firms and other high technology industries. South Bay houses numerous regional, national and regional headquarters offices including Honda and Toyota, as well as other notable employers including Hughes Aircraft, McDonnell Douglas, and Northrop Grumman. According to the appraisal, the estimated 2020 population within a three- and five-mile radius was approximately 195,491 and 611,351, respectively; and the estimated 2020 average household income within the same radii was approximately $95,116 and $93,350, respectively.

According to a third-party market research report, the property is situated within the 190^th Street submarket of the Los Angeles office market. As of the second quarter of 2020, the office submarket reported a total inventory of approximately 1.4 million square feet with a 15.1% vacancy rate and average asking rent of $28.63 per square foot, gross. The appraiser concluded to a market rent for the Pacific Gateway II Property of $33.00 per square foot.

The following table presents certain information relating to the appraisal’s market rent conclusion for the Pacific Gateway II Property:

Market Rent Summary⁽¹⁾


Market Rent (PSF)	$33.00
Lease Term (Years)	5
Lease Type (Reimbursements)	Base year stop
Rent Increase Projection	3.00% per annum

(1)	Information obtained from the appraisal.

The table below presents certain information relating to comparable sales pertaining to the Pacific Gateway II Property identified by the appraiser:

Comparable Sales⁽¹⁾

Property Name	Location	Year Built/Renovated	Rentable Area (SF)	Sale Date	Sale Price	Sale Price (PSF)
Pacific Gateway II (Subject)	Torrance, CA	1981/2020	237,057	Oct. 2020	$55,500,000	$234
Gramercy Plaza	Torrance, CA	1989/NAP	157,881	June 2018	$26,175,500	$166
The Enclave	Torrance, CA	1984/NAP	443,517	Oct. 2018	$106,200,000	$239
Toyota Plaza	Gardena, CA	1985/NAP	173,854	Aug. 2018	$32,075,000	$184
20285 Western Avenue	Torrance, CA	2000/NAP	77,201	April 2018	$19,100,000	$247
Park Del Amo Office Buildings	Torrance, CA	1985/NAP	205,602	May 2020	$39,000,000	$190
Office Building	Long Beach, CA	1982/NAP	78,404	July 2020	$16,850,000	$215
Single-Tenant Office Property	Torrance, CA	1989/2010	60,804	Feb. 2019	$15,750,000	$259

(1)

Information obtained from the appraisal.

Office – Suburban

Loan #3

Cut-off Date Balance:

$39,300,000

19191 South Vermont Avenue

Torrance, CA 90502

Pacific Gateway II

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

70.6%

1.79x

10.8%

The following table presents certain information relating to comparable leases related to Pacific Gateway II Property:

Comparable Leases⁽¹⁾

Property Name/Location	Year Built/ Renovated	Total GLA (SF)	Distance from Subject	Occupancy	Tenant	Tenant Size	Lease Term	Annual Base Rent PSF	Lease Type
Pacific Gateway II (Subject)⁽²⁾ 19191 South Vermont Avenue Torrance, CA	1981/2020	237,057	-	85.4%
The Enclave 970 & 990 West 190^th Street Torrance, CA	1984/NAP	471,876	0.5 miles	91%	Buss Shelger Associates	2,212	3.3 Yrs	$37.44	FSG
					Mathworks	8,977	5.3 Yrs	$37.80	FSG
					Energy Service Partners	2,550	3.3 Yrs	$38.40	FSG
					Aerotek	22,161	5.1 Yrs	$37.80	FSG
Pacific Center 21250 Hawthorne Boulevard Torrance, CA	1988/2017	310,638	5.0 miles	80%	Morgan Stanley	19,415	10.4 Yrs	$44.40	FSG
					Daiwa House California Inc.	2,153	3.2 Yrs	$45.00	FSG
					Salon Republic, LLC	22,380	15.0 Yrs	$36.00	MG
					Kamerycah, Inc.	6,432	7.5 Yrs	$44.40	FSG
Waypoint 21041, 21061 & 21081 South Western Avenue Torrance, CA	1986/2018	142,960	2.4 miles	91%	Aioi Nissay Dowa Insurance	12,223	6.0 Yrs	$30.60	FSG
Single-Tenant Office Building 1899 Western Avenue Torrance, CA	2004/NAP	75,711	15.6 miles	100%	UNIFY	75,711	10.0 Yrs	$30.00⁽³⁾	FSG⁽³⁾
Airport Atrium 2780 Skypark Drive Torrance, CA	1990/NAP	95,034	6.3 miles	79%	Noble Accounting, LLC	1,517	5.3 Yrs	$31.80	FSG
					Verdes Toys	2,385	3.1 Yrs	$43.80⁽³⁾	FSG⁽³⁾
					Law Offices of David Lee Rice	4,928	5.0 Yrs.	$26.04	FSG
Pacific Pointe 879 West 190^th Street Gardena, CA	1988/2009	256,362	0.4 miles	83%	Transcosmos America	5,358	3.0 Yrs	$30.00	FSG
					Pacific Guardian Life	4,425	5.3 Yrs	$27.00	FSG
					G&C Equipment	3,872	7.3 Yrs	$27.00	FSG
Gramercy Plaza 2050 West 190^th Street Torrance, CA	1989/NAP	157,881	1.6 miles	87%	US Auto Parts Network	25,265	5.8 Yrs	$34.80	FSG
Gramercy Plaza 2050 West 190^th Street Torrance, CA	1989/NAP	157,881	1.6 miles	87%	CCH	39,000	8.0 Yrs	$31.20	FSG

(1)

Information obtained from the appraisal.

(2)

Information obtained from the underwritten rent roll.

(3)

Represents the FSG Equivalent.

Escrows.

Real Estate Taxes – The loan documents require an upfront real estate tax reserve of $414,771 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 12 months (initially $59,253).

Office – Suburban

Loan #3

Cut-off Date Balance:

$39,300,000

19191 South Vermont Avenue

Torrance, CA 90502

Pacific Gateway II

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

70.6%

1.79x

10.8%

Insurance – The loan documents require an upfront insurance reserve of $5,687 and ongoing monthly insurance reserves in an amount equal to one-twelfth of the insurance premiums that the lender estimates will be payable for the renewal of the coverage afforded by the policies upon the expiration thereof (initially $5,687).

Replacement Reserve – The loan documents require ongoing monthly replacement reserves of $3,951 ($0.20 per square foot annually).

TI/LC Reserve – The loan documents require an upfront general TI/LC reserve of $500,000 and ongoing monthly TI/LC reserves of $30,620 ($1.55 PSF annually).

Existing TI/LC Reserve – The loan documents require an upfront reserve of $2,749,552 related to outstanding landlord obligations pursuant to the lease with Healthcare Partners.

Outstanding Rent Concession Reserve - The loan documents require an upfront reserve of $501,386 related to outstanding free rent pursuant to the leases with Healthcare Partners (December 2020 and December 2021), Fuji (November and December 2020), and Aigo (November 2020).

Lockbox and Cash Management. The loan is structured with a soft lockbox, which is already in place, and springing cash management. Prior to the occurrence of a Cash Trap Event Period (as defined below), the loan documents require that the borrower deposit all rents into the lockbox account within one business day of receipt and all funds in the lockbox account are required to be distributed to the borrower. During a Cash Trap Event Period, tenants are required to be directed to deposit rents directly into the lockbox; funds in the lockbox account are required to be swept to a lender-controlled cash management account; and all excess funds are required to be swept to an excess cash flow subaccount controlled by the lender.

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

(i)

the occurrence of an event of default under the loan documents;

(ii)

the amortizing net cash flow debt service coverage ratio (“NCF DSCR”) being less than 1.20x; or

(iii)

Healthcare Partners (a) terminating its lease (or giving notice to do so), (b) going dark, vacating its entire space or failing to be open during customary hours (or giving notice of its intent to do so), (c) filing (or otherwise becoming involved in as debtor in) a bankruptcy (or similar insolvency proceeding), or (d) failing to renew its lease at terms reasonably acceptable to lender at least 12 months prior to lease expiration.

If a Cash Trap Event period is continuing solely as a result of (iii)(a) or (iii)(d) listed above, as long as no other Cash Trap Event Period is continuing, the cash flow sweep will be capped at $45 per square foot (of the HealthCare Partners space no longer subject to the lease as the result of such termination or non-renewal).

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

•

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

•

with regard to clause (ii), the amortizing NCF DSCR being greater than or equal to 1.25x for two consecutive calendar quarters;

•

with regard to clause (iii), the Healthcare Partners premises having been leased to a replacement tenant pursuant to a replacement lease, each reasonably approved by lender, and such replacement tenant having taken occupancy, being open for business, and paying full unabated rent (or all upfront rent concessions reserved with lender) and all tenant improvement costs and leasing commissions having been paid (or reserved with lender);

•

with regard to clause (iii)(b), Healthcare Partners resuming normal business operations paying full, unabated rent for 2 consecutive calendar quarters;

•

with regard to clause (iii)(c), the related bankruptcy or insolvency proceeding having been terminated in a manner satisfactory to the lender; or

•

with regard to clause (iii)(d) Healthcare Partners renewing or extending its lease at terms acceptable to lender.

Property Management. The Pacific Gateway II Property is managed by G&E Real Estate Management Services, Inc.

Partial Release. Not permitted.

Real Estate Substitution. Not permitted.

Subordinate and Mezzanine Indebtedness. Not permitted.

Ground Lease. None.

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

Earthquake Insurance. A seismic risk assessment dated August 17, 2020 indicated a probable maximum loss of 17%. Earthquake insurance is not required.

Industrial – Warehouse Distribution	Loan #4 CoLinx Distribution Center	Cut-off Date Balance:	$36,699,003
1536 Genesis Road		Cut-off Date LTV:	65.0%
Crossville, TN 38555		U/W NCF DSCR:	1.41x
		U/W NOI Debt Yield:	9.5%

No. 4 – CoLinx Distribution Center

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		BSPRT CMBS Finance, LLC			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/KBRA/Moody’s):		NR/NR/NR			Property Type – Subtype:	Industrial – Warehouse Distribution
Original Principal Balance:		$36,750,000			Location:	Crossville, TN
Cut-off Date Balance:		$36,699,003			Size:	900,177 SF
% of Initial Pool Balance:		5.3%			Cut-off Date Balance Per SF:	$40.77
Loan Purpose:		Refinance			Maturity Date Balance Per SF:	$32.67
Borrower Sponsors:		John A. Hagen; Margaret L. Cannava; Chester L. Koprovic			Year Built/Renovated:	1996-2018/NAP
Guarantors:		John A. Hagen; Margaret L. Cannava; Chester L. Koprovic			Title Vesting⁽²⁾:	Both
Mortgage Rate:		4.2100%			Property Manager:	Self-managed
Note Date:		November 5, 2020			Current Occupancy (As of):	100.0% (12/1/2020)
Seasoning:		1 month			YE 2019 Occupancy :	100.0%
Maturity Date:		November 6, 2030			YE 2018 Occupancy:	100.0%
IO Period:		0 months			YE 2017 Occupancy:	100.0%
Loan Term (Original):		120 months			YE 2016 Occupancy:	100.0%
Amortization Term (Original):		360 months			Appraised Value:	$56,500,000
Loan Amortization Type:		Amortizing Balloon			Appraised Value Per SF:	$62.77
Call Protection:		L(25),D(91),O(4)			Appraisal Valuation Date:	September 11, 2020
Lockbox Type:		Hard/Springing Cash Management
Additional Debt:		None			Underwriting and Financial Information ⁽⁴⁾
Additional Debt Type (Balance):		NAP			TTM NOI (8/31/2020):	$3,711,746
					YE 2019 NOI:	$3,710,858
					YE 2018 NOI:	$3,586,786
					YE 2017 NOI:	$3,522,919
Escrows and Reserves⁽¹⁾					U/W Revenues:	$4,111,585
	Initial		Monthly	Cap	U/W Expenses:	$616,238
Taxes	$24,266		$24,266	NAP	U/W NOI:	$3,495,347
Insurance	$5,624		$5,624	NAP	U/W NCF:	$3,045,259
TI/LC Reserve	$0		Springing	NAP	U/W DSCR based on NOI/NCF:	1.62x / 1.41x
					U/W Debt Yield based on NOI/NCF:	9.5% / 8.3%
					U/W Debt Yield at Maturity based on NOI/NCF:	11.9% / 10.4%
					Cut-off Date LTV Ratio:	65.0%
					LTV Ratio at Maturity:	52.1%

Sources and Uses
Sources			Uses
Original loan amount	$36,750,000	100.0%	Loan payoff⁽³⁾	$30,995,346	84.3%
			Upfront reserves	29,890	0.1
			Closing costs	1,246,814	3.4
			Return of equity	4,477,950	12.2
Total Sources	$36,750,000	100.0%	Total Uses	$36,750,000	100.0%

(1)

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

(2)

See “Ground Lease” below for a full description of the PILOT program at the CoLinx Distribution Center Property (as defined below).

(3)

Loan payoff includes $27,134,957 of debt and $3,860,389 of defeasance costs. The loan was previously securitized in the COMM 2013-LC13 Mortgage Trust.

(4)

While the CoLinx Distribution Center Mortgage Loan (as defined below) was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the CoLinx Distribution Center Mortgage Loan more severely than assumed in the underwriting of the CoLinx Distribution Center Mortgage Loan and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See “Risk Factors-—Risks Related to Market Conditions and Other External Factors—The Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

The Mortgage Loan. The mortgage loan (the “CoLinx Distribution Center Mortgage Loan”) is evidenced by a single promissory note secured by a first mortgage encumbering the borrower’s fee and leasehold interests in a 900,177 square foot (“SF”) industrial building located in Crossville, Tennessee (the “CoLinx Distribution Center Property”).

The Borrower and Borrower Sponsors. The borrower is Crossville Owner Delaware, LLC (the “CoLinx Distribution Center Borrower”), a Delaware limited liability company and single purpose entity with one independent director. Legal counsel to the CoLinx Distribution Center Borrower delivered a non-consolidation opinion in connection with the origination of the CoLinx Distribution Center Mortgage

Industrial – Warehouse Distribution	Loan #4 CoLinx Distribution Center	Cut-off Date Balance:	$36,699,003
1536 Genesis Road		Cut-off Date LTV:	65.0%
Crossville, TN 38555		U/W NCF DSCR:	1.41x
		U/W NOI Debt Yield:	9.5%

Loan. The non-recourse carveout guarantors and borrower sponsors of the CoLinx Distribution Center Mortgage Loan are John A. Hagen, Margaret L. Cannava and Chester L. Koprovic. The borrower sponsors acquired the CoLinx Distribution Center Property in 2009 and since then, have invested approximately $8.5 million to expand the CoLinx Distribution Center Property.

The Property. The CoLinx Distribution Center Property consists of a 900,177 SF Class-B industrial warehouse distribution facility located in Crossville, Tennessee. The CoLinx Distribution Center Property was originally constructed in 1996 as a 510,000 SF distribution center and has undergone expansions totaling 390,177 SF in four phases from 2003 through 2018. The vast majority of the space at the CoLinx Distribution Center Property is used for warehouse purposes and 2.0% of the space has an office buildout. Situated on a 67.1-acre site, the CoLinx Distribution Center Property features 58 dock-high doors, three drive-in doors and 32’ clear heights.

As of December 1, 2020, the CoLinx Distribution Center Property was fully leased to CoLinx, LLC through December 2032 with no termination options. In conjunction with the 2018 expansion, CoLinx, LLC extended its lease term by an additional five years and has two five-year renewal options remaining.

Sole Tenant.

CoLinx, LLC (900,177 SF; 100.0% of net rentable area; 100.0% of underwritten base rent; 12/31/2032 lease expiration) –

CoLinx, LLC (“CoLinx”) provides logistics and e-commerce services to industrial manufacturers. CoLinx is owned by the following five equity members that represent the top industrial bearing and power transmission brands in the world: (i) ABB Motors and Mechanical Inc., a wholly owned subsidiary of ABB, Ltd, (ii) The Timken Corporation, (iii) SKF USA Inc., the U.S. subsidiary of SKF Group, (iv) Schaeffler Group USA, Inc., the U.S. subsidiary of Schaeffler Group and (v) Gates Corporation. The five equity members each have a 20% interest and equal right in all matters, including voting. Each of the five equity members subleases its respective space from CoLinx and is responsible for the full rental payment to CoLinx under its respective sublease. CoLinx was founded in 2001 as a result of a decision by The Timken Corporation, Schaeffler Group USA, Inc., SKF USA Inc. and ABB Motors and Mechanical Inc. (formerly Baldor Electric Company), to consolidate their warehousing and distribution efforts. Gates Corporation joined CoLinx in 2006, becoming the fifth and final equity member of CoLinx. CoLinx does not own, plan, release or insure any inventory and does not sell directly to distributors or other customers; only the equity partners do. CoLinx provides services which are shared by some or all of the owners including warehousing, transportation management, freight bill audit and payment, packaging, kitting, assembly, return goods processing, PTplace™ web malls in North America, owner specific web stores in 23 languages in 126 countries, DeliveryData.net, system to system connections between manufacturers and distributors, system to system connections between manufacturers and carriers, critical expedited shipping and cross-docking.

The Timken Corporation currently subleases 227,514 SF at the CoLinx Distribution Center Property with a sublease that commenced on February 25, 2003 and expires on December 31, 2032, with two five-year renewal options. The Timken Corporation (Moody’s: Baa3/S&P: BBB-/Fitch: BBB-) is a U.S.-based global industrial leader with a growing portfolio of engineered bearings and power transmission product brands. The Timken Corporation operates from 35 countries, employs over 17,000 people worldwide and boasts a growing portfolio of over 25 engineered bearings and transmissions products.

SKF USA Inc. currently subleases 226,325 SF at the CoLinx Distribution Center Property with a sublease that commenced on February 25, 2003 and expires on December 31, 2032, with two five-year renewal options. SKF USA Inc. is the U.S. subsidiary of SKF Group (Moody’s: Baa1/Fitch: BBB+), a Swedish-based company that is a leader in rolling bearings and related technologies including solutions, lubrication systems, mechatronics and services. SKF Group is the world’s largest bearing manufacturer and employs approximately 44,000 people in 108 manufacturing units. Founded in 1909, SKF USA Inc. serves as a major provider of products and technology to original equipment manufacturers and industrial operations in virtually every major industry, including transportation, paper, mining, oil and gas, food and beverage, machine tool, metals, aerospace and energy, among others.

ABB Motors and Mechanical Inc. currently subleases 159,946 SF at the CoLinx Distribution Center Property with a sublease that commenced on February 25, 2003 and expires on December 31, 2032, with two five-year renewal options. ABB Motors and Mechanical Inc., is a wholly owned subsidiary of ABB, Ltd (Moody’s: A3/S&P: A/Fitch: A-), a Swiss-based pioneering technology leader in electrification products, robotics and motions, industrial automation and power grids. Over the past 10 years, ABB, Ltd has invested $13 billion in the United States and the company continues to expand and localize its offerings for customers. In the United States, ABB, Ltd operates 60 manufacturing facilities and employs approximately 20,000 people. As the U.S. Motors and Generators Business Unit of ABB, Ltd, ABB Motors and Mechanical Inc., markets, designs, manufactures, and provides service for industrial electric motors, generators, and mechanical power transmission products. The CoLinx Distribution Center Property serves as ABB Motors and Mechanical Inc.’s primary North American distribution center for the mechanical side of its business.

Gates Corporation currently subleases 145,360 SF at the CoLinx Distribution Center Property with a sublease that commenced on March 31, 2006 and expires on December 31, 2027, with two five-year renewal options. Gates Corporation is a manufacturer of power transmission belts and fluid power products and participates in many sectors of the industrial and consumer markets. Gates Corporation is headquartered in Denver, Colorado and employs over 14,000 employees worldwide. In July 2014, The Blackstone Group acquired Gates Corporation from Onex Corp and Canada Pension Plan Investment Board for $5.4 billion. In December 2017, Gates Corporation filed an IPO and became a public company. The Blackstone Group and its affiliates own 84.5% of Gates Corporation.

Schaeffler Group USA, Inc. currently subleases 141,031 SF at the CoLinx Distribution Center Property with a sublease that commenced on February 25, 2003 and expires on December 31, 2032, with two five-year renewal options. Schaeffler Group USA, Inc. is a wholly owned subsidiary of Schaeffler Group (Moody’s: Ba1/S&P: BB+/Fitch: BBB-), a German-based global automotive and industrial supplier. Schaeffler Group’s portfolio includes high-precision components and systems for engine and transmission applications as well

Industrial – Warehouse Distribution	Loan #4 CoLinx Distribution Center	Cut-off Date Balance:	$36,699,003
1536 Genesis Road		Cut-off Date LTV:	65.0%
Crossville, TN 38555		U/W NCF DSCR:	1.41x
		U/W NOI Debt Yield:	9.5%

as rolling and plain bearing solutions for many industrial applications. Schaeffler Group has approximately 170 locations in over 50 countries and employs approximately 92,000 employees. Schaeffler Group operates eight manufacturing plants in the United States. Headquartered in Fort Mill, South Carolina, Schaeffler Group USA, Inc. provides engineering, development, production, sale, and marketing of automotive parts. The company produces automotive clutches, dual flywheels, torque converters, rolling bearings, engine and drive train components, and hydraulic systems.

The following table presents certain information relating to the tenancy at the CoLinx Distribution Center Property:

Major Tenants

Tenant Name	Credit Rating (Fitch/Moody’s/S&P)	Tenant NRSF	% of NRSF	Annual U/W Base Rent PSF	Annual U/W Base Rent⁽¹⁾	% of Total Annual U/W Base Rent	Lease Expiration Date	Extension Options	Termination Option (Y/N)
CoLinx, LLC ⁽²⁾	NR/NR/NR	900,177	100.0%	$4.14	$3,724,392	100.0%	12/31/2032	2, 5-year	N
Occupied Collateral Total		900,177	100.0%	$4.14	$3,724,392	100.0%

Vacant Space		0	0.0%

Collateral Total		900,177	100.0%

(1)

Information obtained from the underwritten rent roll.

(2)

CoLinx, LLC subleases (i) 227,514 SF to The Timken Corporation through December 31, 2032 at a base rent of $4.14 per SF, (ii) subleases 226,325 SF to SKF USA Inc. through December 31, 2032 at a base rent of $4.14 per SF, (iii) 159,946 SF to ABB Motors and Mechanical Inc. through December 31, 2032 at a base rent of $4.14 per SF, (iv) 145,360 SF to Gates Corporation through December 31, 2027 at a base rent of $4.14 per SF and (v) 141,031 SF to Schaeffler Group USA, Inc. through December 31, 2032 at a base rent of $4.14 per SF.

The following table presents certain information relating to the lease rollover schedule at the CoLinx Distribution Center Property:

Lease Expiration Schedule ⁽¹⁾

Year Ending December 31,	No. of Leases Expiring	Expiring NRSF	% of Total NRSF	Cumulative Expiring NRSF	Cumulative % of Total NRSF	Annual U/W Base Rent	% of Total Annual U/W Base Rent	Annual U/W Base Rent PSF
MTM	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2020	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2021	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2022	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2023	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2024	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2025	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2026	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2027	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2028	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2029	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2030	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
Thereafter	1	900,177	100.0%	900,177	100.0%	$3,724,392	100.0%	$4.14
Vacant	0	0	0.0%	900,177	100.0%	$0	0.0%	$0.00
Total/Weighted Average	1	900,177	100.0%			$3,724,392	100.0%	$4.14

(1)

Information obtained from the underwritten rent roll.

The following table presents historical occupancy percentages at the CoLinx Distribution Center Property:

Historical Occupancy

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

(1)	Information obtained from the CoLinx Distribution Center Borrower.

(2)	Information obtained from the underwritten rent roll.

COVID-19 Update. As of November 19, 2020, the CoLinx Distribution Center Property is open and operating. CoLinx has paid rent in full for the months of September, October and November. As of November 19, 2020, the CoLinx Distribution Center Loan is not subject to any modification or forbearance request.

Industrial – Warehouse Distribution	Loan #4 CoLinx Distribution Center	Cut-off Date Balance:	$36,699,003
1536 Genesis Road		Cut-off Date LTV:	65.0%
Crossville, TN 38555		U/W NCF DSCR:	1.41x
		U/W NOI Debt Yield:	9.5%

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

Cash Flow Analysis

	2017	2018	2019	TTM 8/31/2020	U/W	%⁽¹⁾	U/W $ per SF
Base Rent	$ 3,536,704	$ 3,608,659	$ 3,724,381	$ 3,724,392	$ 3,724,392	86.1%	$4.14
Contractual Rent Steps	0	0	0	0	0	0.0	0.00
Grossed Up Vacant Space	0	0	0	0	0	0.0	0.00
Gross Potential Rent	$ 3,536,704	$ 3,608,659	$ 3,724,381	$ 3,724,392	$ 3,724,392	86.1%	$4.14
Total Recoveries	484,349	488,611	478,407	507,098	603,592	13.9	0.67
Net Rental Income	$ 4,021,053	$ 4,097,270	$ 4,202,788	$ 4,231,490	$ 4,327,984	100.0%	$4.81
(Vacancy & Credit Loss)	0	0	0	0	(216,399) ⁽²⁾	(5.0)	(0.24)
Effective Gross Income	$4,021,053	$4,097,270	$4,202,788	$4,231,490	$4,111,585	95.0%	$4.57

Real Estate Taxes	289,226	244,403	231,561	254,942⁽³⁾	348,310⁽³⁾	8.5	$0.39
Insurance	74,492	61,128	58,780	58,804	65,528	1.6	0.07
Management Fee	120,632	122,918	126,084	126,945	123,348	3.0	0.14
Other Operating Expenses	13,785	82,036	75,505	79,053	79,053	1.9	0.09
Total Operating Expenses	$498,134	$510,485	$491,930	$519,744	$616,238	15.0%	$0.68

Net Operating Income	$3,522,919	$3,586,786	$3,710,858	$3,711,746	$3,495,347	85.0%	$3.88
Replacement Reserves	180,035	180,035	180,035	180,035	180,035	4.4	0.20
TI/LC	270,053	270,053	270,053	270,053	270,053	6.6	0.30
Net Cash Flow	$3,072,831	$3,136,697	$3,260,770	$3,261,657	$3,045,259	74.1%	$3.38

NOI DSCR	1.63x	1.66x	1.72x	1.72x	1.62x
NCF DSCR	1.42x	1.45x	1.51x	1.51x	1.41x
NOI Debt Yield	9.6%	9.8%	10.1%	10.1%	9.5%
NCF Debt Yield	8.4%	8.5%	8.9%	8.9%	8.3%

(1)

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

(2)

The underwritten economic vacancy is 5.0%. The CoLinx Distribution Center Property is 100.0% leased as of December 1, 2020.

(3)

The increase in real estate taxes from TTM 8/31/2020 to U/W is due to the lender underwriting real estate taxes to the ten-year PILOT tax average.

Appraisal. The appraiser concluded to an “as-is” appraised value of $56,500,000 as of September 11, 2020.

Environmental Matters. According to a Phase I environmental site assessment dated September 25, 2020, there was no evidence of any recognized environmental conditions at the CoLinx Distribution Center Property.

Market Overview and Competition. The CoLinx Distribution Center Property is located in Crossville, Tennessee, within Cumberland County. The CoLinx Distribution Center Property is approximately 70 miles west of the Knoxville Central Business District and approximately 112 miles east of Nashville. Primary access to the CoLinx Distribution Center Property is provided by Interstate 40, which serves as one of the major east-west freeways in the U.S. that runs from North Carolina to California, allowing for convenient ground transportation access to markets all over the country. A large portion of CoLinx’s supply comes from the port cities of Charleston and Savannah. The CoLinx Distribution Center Property also receives product via airplane or facility direct via trucks from manufacturing sites in Atlanta, Kentucky, Cincinnati and Nashville. Crossville and Cumberland County offer a range of support and resources for businesses, from tax relief to infrastructure improvement grants, which have helped Crossville and Cumberland County diversify and grow their economy bases. The CoLinx Distribution Center Property is located in a Foreign Trade Zone, which provides benefits for CoLinx’s users in the form of tariff reductions and the elimination of several certain customs-related duties. The manufacturing, agriculture and logistics industries dominate Crossville and Cumberland County as it is home to major companies including Aviagen, Inc., Benco Sales, Inc., Crossville, Inc., Durable Products, Inc., Lhoist North America, Manchester Tank, Stonepeak Ceramics, Inc., and Mizkan Americas, Inc.

According to the appraisal, the estimated 2020 population within a one-, three- and five-mile radius of The CoLinx Distribution Center Property was 1,687, 12,067 and 22,720, respectively; and the estimated 2020 average household income within the same radii was $38,548, $51,130 and $56,843, respectively.

Market Information - According to a third-party market report, the CoLinx Distribution Center Property is located in the Crossville industrial market. As of the fourth quarter 2020, the Crossville industrial market reported a total inventory of approximately 2.9 million

Industrial – Warehouse Distribution	Loan #4 CoLinx Distribution Center	Cut-off Date Balance:	$36,699,003
1536 Genesis Road		Cut-off Date LTV:	65.0%
Crossville, TN 38555		U/W NCF DSCR:	1.41x
		U/W NOI Debt Yield:	9.5%

SF, with a 4.5% vacancy rate and average asking rents of $4.99 per SF. The following table presents certain information relating to the appraiser’s market rent conclusion for the CoLinx Distribution Center Property:

Market Rent Summary⁽¹⁾

	Industrial
Market Rent (PSF)	$4.25
Lease Term (Years)	7
Lease Type (Reimbursements)	NNN
Rent Increase Projection	2.5%/year

(1)	Information obtained from the appraisal.

The table below presents certain information relating to comparable sales pertaining to the CoLinx Distribution Center Property identified by the appraiser:

Comparable Sales⁽¹⁾

Property Name	Location	Rentable Area (SF)	Sale Date	Sale Price	Sale Price (PSF)
1140 Vaughn Parkway	Portland, TN	997,310	Apr-20	$62,200,000	$62
Logistics Center at 440 Interstate West	Austell, GA	781,440	Oct-19	$57,100,000	$73
1740 JP Hennessy Drive	La Vergne, TN	505,000	Sep-19	$33,000,000	$65
Industrial Parkway Distribution Center	Atlanta, GA	443,800	Sep-19	$23,674,000	$53
225 Infinity Drive Northwest	Charleston, TN	1,016,148	May-19	$71,171,975	$70

(1)	Information obtained from the appraisal.

The following table presents certain information relating to comparable leases to those at the CoLinx Distribution Center Property:

Comparable Leases⁽¹⁾

Property Name/Location

Year Built/
Renovated

Total

GLA (SF)

Distance

from Subject

Tenant

Tenant
Size

Lease
Term

Annual
Base

Rent
PSF

Lease
Type

Camp Creek 3909

3909 North Commerce Drive

Atlanta, GA

2006/NAP

913,700

211.4 miles

Dick’s Sporting Goods

913,700 SF

5.2 Yrs

$6.10

NNN

Chewy Fulfillment Center

255 Front Creek Road

Salisbury, NC

2019/NAP

690,500

319.2 miles

Chewy.com

690,500 SF

11.0 Yrs

$4.61

NNN

Interchange Center 1

3818 Logistics Way

Antioch, TN

2018/NAP

517,500

107.6 miles

Amazon

517,500 SF

5.0 Yrs

$4.00

NNN

McDonough Commerce Center

2085 Avalon Parkway

McDonough, GA

2016/NAP

714,560

235.6 miles

Confidential

714,560 SF

5.0 Yrs

$3.35

NNN

3725 Westinghouse Boulevard

Charlotte, NC

2018/NAP

599,040

297.4 miles

Staples

599,040 SF

12.0 Yrs

$4.96

NNN

(1)

Information obtained from the appraisal.

Industrial – Warehouse Distribution	Loan #4 CoLinx Distribution Center	Cut-off Date Balance:	$36,699,003
1536 Genesis Road		Cut-off Date LTV:	65.0%
Crossville, TN 38555		U/W NCF DSCR:	1.41x
		U/W NOI Debt Yield:	9.5%

Escrows.

Real Estate Taxes – The CoLinx Distribution Center Mortgage Loan documents require an upfront real estate tax reserve of $24,266 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 estimated at $24,266).

Insurance – The CoLinx Distribution Center Mortgage Loan documents require an upfront insurance reserve of $5,624 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 twelve months (initially estimated at $5,624).

TI/LC Reserve – Immediately following the date that 50% or more of the subtenants which that are Investment Grade Tenants are downgraded to a “BB” or lower, the CoLinx Distribution Center Borrower will be required to deposit into the leasing reserve account on each monthly payment date the sum of $37,507.

Lockbox and Cash Management. The CoLinx Distribution Center Mortgage Loan is structured with a hard lockbox, which is already in place, and springing cash management. The CoLinx Distribution Center Borrower is required to direct the tenant to pay rent directly into such lockbox account and all rents received directly by the CoLinx Distribution Center Borrower or the property manager are required to be deposited into the lockbox account within one business day of receipt. Prior to the occurrence of a Cash Sweep Period Event (as defined below), all funds in the lockbox account are required to be distributed to the CoLinx Distribution Center Borrower. During a Cash Sweep Period Event, funds in the lockbox account are required to be swept to a lender-controlled cash management account and applied to debt service, reserves and operating expenses as provided in the CoLinx Distribution Center Borrower Mortgage Loan documents, and during a Cash Sweep Event Period (as defined below), all excess funds are required to be swept to an excess cash flow subaccount controlled by the lender.

A “Cash Sweep Period Event” will commence upon the occurrence of the following:

(i)

an event of default;

(ii)

the debt service coverage ratio being less than 1.20x; or

(iii)

the occurrence of a Specified Tenant Sweep Event (as defined below).

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

●

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

●

with regard to clause (ii) above, the debt service coverage ratio being greater than or equal to 1.25x for two consecutive calendar quarters; and

●

with regard to clause (iii) above, the cure of such Specified Tenant Sweep Event.

A “Specified Tenant” means, individually and collectively, CoLinx, LLC (and any parent company of the foregoing, any subtenant of the foregoing, including each subtenant, and any guarantor of CoLinx, LLC’s lease, as applicable), and any replacement tenant occupying all or portion of the space at the CoLinx Distribution Center Property.

A “Specified Tenant Sweep Event” will commence upon the occurrence of the following:

(i)

a default by such Specified Tenant under its lease beyond all applicable notice and/or cure periods;

(ii)

(a) a Specified Tenant or the subtenants going dark, vacating or otherwise failing to occupy 33% or more of the aggregate space leased to CoLinx, LLC or giving notice of its intent to do any of the foregoing or (b) any subtenant going dark, vacating or otherwise failing to occupy 50% or more of its space for a period of greater than or equal to 90 consecutive days or giving notice of its intent to do any of the foregoing ;

(iii)

any bankruptcy or insolvency of a Specified Tenant;

(iv)

a Specified Tenant terminating, cancelling or surrendering its lease, or giving notice of its intent to do any of the foregoing;

(v)

with the exception of Gates Corporation, the earlier of (a) the date that is 12 months prior to the scheduled expiration date of such Specified Tenant’s Lease or (b) the date under such Specified Tenant’s Lease by which such Specified Tenant is required to give notice of its exercise of a renewal option, unless such applicable cure has already occurred; or

(vi)

if 75% of the subtenants which are Investment Grade Tenants are downgraded to a rating of “BB” or lower, as rated by any Rating Agency.

A Specified Tenant Sweep Event will end upon the occurrence of:

●

with regard to clause (i) above, the occurrence of (x) a Specified Tenant Re-Tenanting Event or Subtenant Re-Tenanting Event, if such Specified Tenant Sweep Event is related to a subtenant or (y) the cure of such event of default has been accepted by the borrower;

●

with regard to clause (ii) above, the occurrence of (x) a Specified Tenant Re-Tenanting Event or Subtenant Re-Tenanting Event, if such Specified Tenant Sweep Event is related to a subtenant or (y) (a) the Specified Tenant has resumed occupancy and normal business operations at all of its leased space and (b) the Specified Tenant deliver to the lender an acceptable tenant estoppel certificate;

Industrial – Warehouse Distribution	Loan #4 CoLinx Distribution Center	Cut-off Date Balance:	$36,699,003
1536 Genesis Road		Cut-off Date LTV:	65.0%
Crossville, TN 38555		U/W NCF DSCR:	1.41x
		U/W NOI Debt Yield:	9.5%

●

with regard to clause (iii) above, (x) a Specified Tenant Re-Tenanting Event or Subtenant Re-Tenanting Event, if such Specified Tenant Sweep Event is related to a subtenant or (y) the Specified Tenant no longer is insolvent or subject to any bankruptcy or insolvency proceedings and has affirmed its lease pursuant to a final, non-appealable order of a court of competent jurisdiction

●

with regard to clause (iv) above, (x) a Specified Tenant Re-Tenanting Event or Subtenant Re-Tenanting Event, if such Specified Tenant Sweep Event is related to a subtenant or (y) (a) the Specified Tenant revokes any notification of any termination, cancellation or surrender of its lease and resuming ordinary course business operations at all of its leased space and (b) the Specified Tenant delivers to the lender an acceptable tenant estoppel certificate.;

●

with regard to clause (v) above, (x) a Specified Tenant Re-Tenanting Event or Subtenant Re-Tenanting Event, if such Specified Tenant Sweep Event is related to a subtenant or (y) the lender receives (a) acceptable evidence that such Specified Tenant has given notice of renewal under terms of its lease, and all landlord obligations (including the payment of any leasing commissions) have been satisfied in full (or sufficient funds have been reserved for such purposes and to cover any operating shortfalls relating to the delay in the commencement of full rent payments) and (b) an acceptable tenant estoppel certificate; and

●

with regard to clause (vi) above, (x) a Specified Tenant Re-Tenanting Event or Subtenant Re-Tenanting Event, if such Specified Tenant Sweep Event is related to a subtenant or (y) the lender receives acceptable evidence that the long-term credit rating of 25% of the subtenants which are Investment Grade Tenants has been restored to above “BB”.

A “Specified Tenant Re-Tenanting Event” will occur when the CoLinx Distribution Center Borrower has delivered to the lender: (i) evidence reasonably satisfactory to the lender that the entire space leased to the Specified Tenant has been leased to one or more replacement tenants and (ii) tenant estoppel(s) reasonable satisfactory to the lender.

A “Subtenant Re-Tenanting Event” will occur when the CoLinx Distribution Center Borrower has delivered to the lender: (i) evidence reasonably satisfactory to the lender that the entire space leased to subtenant has been reallocated among the other subtenants; (ii) evidence reasonably satisfactory to the lender that all rents and other costs of the applicable subtenant have been reallocated among the other subtenants and (iii) tenant estoppel(s) from the prime lessee and each of the other subtenants reasonable satisfactory to the lender.

“Investment Grade Tenant” shall mean a Specified Tenant that maintains a rating from S&P of at least “BBB”.

“Rating Agency” shall mean any of the following: S&P, Moody’s, Fitch, DBRS, Inc., Kroll Bond Ratings and Morningstar Credit Ratings, LLC and any other nationally-recognized statistical rating agency.

Property Management. The CoLinx Distribution Center Property is self-managed.

Partial Release. Not permitted.

Real Estate Substitution. Not permitted.

Subordinate and Mezzanine Indebtedness. None.

Ground Lease. The CoLinx Distribution Center Property was granted certain tax exemptions under a PILOT program whereby the local government provides tax savings as long as The Industrial Development Board of the Cumberland County (the “Board”) retains ownership of the land related to the portion of the CoLinx Distribution Center Property that is ground leased from the Board to the CoLinx Distribution Center Borrower. The PILOT program was originally granted in 1996 when the CoLinx Distribution Center Property was built and has since been extended and amended. The current ground lease/PILOT program commenced on December 31, 2014 and expires on December 31, 2025, at which point the CoLinx Distribution Center Borrower will be required to purchase the fee interest in the CoLinx Distribution Center Property for $100. Currently, only two of the three tax parcels at the CoLinx Distribution Center Property receive PILOT benefits which are in the process of burning off in advance of the December 31, 2025 expiration date. See “Real Estate and other Tax Considerations” in the Preliminary Prospectus.

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

Retail – Anchored

Loan #5

Cut-off Date Balance:

$34,890,190

3333 Pineville Matthews Road

Charlotte, North Carolina 28226

The Arboretum

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

58.6%

1.70x

9.6%

Retail – Anchored

Loan #5

Cut-off Date Balance:

$34,890,190

3333 Pineville Matthews Road

Charlotte, North Carolina 28226

The Arboretum

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

58.6%

1.70x

9.6%

No. 5 – The Arboretum

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		Wells Fargo Bank, National Association			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/KBRA/Moody’s):		NR/NR/NR			Property Type – Subtype:	Retail – Anchored
Original Principal Balance⁽¹⁾:		$35,000,000			Location:	Charlotte, NC
Cut-off Date Balance⁽¹⁾:		$34,890,190			Size:	555,912 SF
% of Initial Pool Balance:		5.0%			Cut-off Date Balance Per SF⁽¹⁾:	$179.32
Loan Purpose:		Refinance			Maturity Date Balance Per SF⁽¹⁾:	$139.50
Borrower Sponsors:		Riprand Count Arco; AAC Consolidated Properties, LLC			Year Built/Renovated:	1985/2012
Guarantor:		AAC Consolidated Properties, LLC			Title Vesting:	Fee
Mortgage Rate:		3.3580%			Property Manager:	Self-managed
Note Date:		October 1, 2020			Current Occupancy (As of):	91.9% (9/11/2020)
Seasoning:		2 months			YE 2019 Occupancy:	99.0%
Maturity Date:		October 11, 2030			YE 2018 Occupancy:	100.0%
IO Period:		0 months			YE 2017 Occupancy:	99.0%
Loan Term (Original):		120 months			YE 2016 Occupancy:	100.0%
Amortization Term (Original):		360 months			As-Is Appraised Value⁽⁵⁾:	$170,000,000
Loan Amortization Type:		Amortizing Balloon			As-Is Appraised Value Per SF⁽⁵⁾:	$305.80
Call Protection⁽²⁾:		L(26),D(90),O(4)			As-Is Appraisal Valuation Date:	August 8, 2020
Lockbox Type:		Hard/Upfront Cash Management			Underwriting and Financial Information⁽⁵⁾
Additional Debt:		Yes			TTM NOI (8/31/2020):	$9,808,538
Additional Debt Type (Balance):		Pari Passu ($64,796,067); Future Mezzanine⁽³⁾			YE 2019 NOI:	$10,526,955
					YE 2018 NOI:	$10,722,904
					YE 2017 NOI:	$10,564,389
					U/W Revenues:	$13,348,804
					U/W Expenses:	$3,759,022
Escrows and Reserves⁽⁴⁾					U/W NOI:	$9,589,782
	Initial		Monthly	Cap	U/W NCF:	$9,022,782
Debt Service Reserve	$3,970,402		$0	NAP	U/W DSCR based on NOI/NCF⁽¹⁾:	1.81x/1.70x
Leasing Reserve	$2,000,000		$69,489⁽⁴⁾	$5,000,000⁽⁴⁾	U/W Debt Yield based on NOI/NCF⁽¹⁾:	9.6%/9.1%
Real Estate Taxes	$124,209		$124,207⁽⁴⁾	NAP	U/W Debt Yield at Maturity based on NOI/NCF⁽¹⁾:	12.4%/11.6%
Insurance	$0		Springing	NAP	Cut-off Date LTV Ratio⁽¹⁾:	58.6%
Replacement Reserves	$0		$17,604	NAP	LTV Ratio at Maturity⁽¹⁾:	45.6%
Deferred Maintenance	$112,500		$0	NAP

Sources and Uses
Sources			Uses
Original whole loan amount	$100,000,000	99.9%	Loan payoff	$92,388,311	92.3%
Cash equity contribution	52,629	0.1	Upfront reserves	6,207,111	6.2
			Closing costs	1,457,206	1.5
Total Sources	$100,052,629	100.0%	Total Uses	$100,052,629	100.0%

(1)

The Arboretum Mortgage Loan (as defined below) is part of the Arboretum Whole Loan (as defined below), which is comprised of three pari passu promissory notes with an aggregate original principal balance of $100,000,000. The Cut-off Date Balance Per SF, Maturity Date Balance Per SF, U/W Debt Yields, U/W Debt Yields at Maturity, U/W DSCRs, Cut-off Date LTV Ratio and LTV Ratio at Maturity numbers presented above are based on the Arboretum Whole Loan.

(2)

At any time after the earlier of (i) November 11, 2024 and (ii) two years from the closing date of the securitization that includes the last pari passu note of the Arboretum Whole Loan to be securitized, the Arboretum Borrower (as defined below) has the right to defease the Arboretum Whole Loan in whole, but not in part until July 11, 2030. The assumed lockout period of 26 payments is based on the closing date of this transaction in December 2020.

(3)

See “Subordinate and Mezzanine Indebtedness” section.

(4)

See “Escrows” section.

(5)

While the Arboretum Whole Loan was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the Arboretum Whole Loan more severely than assumed in the underwriting and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See “Risk Factors— Risks Related to Market Conditions and Other External Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

Retail – Anchored

Loan #5

Cut-off Date Balance:

$34,890,190

3333 Pineville Matthews Road

Charlotte, North Carolina 28226

The Arboretum

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

58.6%

1.70x

9.6%

The Mortgage Loan. The mortgage loan (the “Arboretum Mortgage Loan”) is part of a whole loan (the “Arboretum Whole Loan”) that is evidenced by three pari passu promissory notes in the aggregate original principal amount of $100,000,000. The Arboretum Whole Loan is secured by a first priority fee mortgage encumbering an anchored retail center located in Charlotte, North Carolina (the “Arboretum Property”). The Arboretum Mortgage Loan is evidenced by the non-controlling promissory note A-2 in the principal amount of $34,890,190, as further outlined in the table below.

Note Summary

Note	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
A-1	$40,000,000	$39,874,503	BANK 2020-BNK29	Yes
A-2	$35,000,000	$34,890,190	WFCM 2020-C58	No
A-3	$25,000,000	$24,921,564	WFB	No
Total	$100,000,000	$99,686,258

The Borrower and Borrower Sponsors. The borrower is Arboretum Retail, LLC, a Delaware limited liability company and single purpose entity with one independent director (the “Arboretum Borrower”). Legal counsel to the Arboretum Borrower delivered a non-consolidation opinion in connection with the origination of the Arboretum Whole Loan. The borrower sponsors are Riprand Count Arco and AAC Consolidated Properties, LLC, and the non-recourse carveout guarantor is AAC Consolidated Properties, LLC.

Riprand Count Arco is the founder and chairman of American Asset Corporation (“AAC”), which is the parent company of AAC Consolidated Properties, LLC. AAC is a diversified real estate company specializing in development, construction management, leasing and brokerage, and asset and property management. Headquartered in New York with offices in Charlotte and Raleigh, North Carolina, AAC was founded in 1986 and has been involved in over 8.0 million square feet of real estate projects, including development of over 6.0 million SF. AAC’s current portfolio comprises nearly 6 million square feet of retail, office, and flex space. Affiliates of AAC filed for bankruptcy in 2012 in connection with workout negotiations related to 11 individual loans, including a loan secured by the Arboretum Property. The AAC affiliates exited bankruptcy in May 2013 after obtaining bankruptcy court-approved financing for all loans involved in the dispute.

The Property. The Arboretum Property is a 12-building Class A retail power center totaling 555,912 square feet and located in Charlotte, North Carolina. Built in 1985 and most recently renovated in 2012, the property is situated on a 66.9-acre parcel and is anchored by Harris Teeter, Walmart, Bed Bath & Beyond and Barnes & Noble. Additional notable in-line tenants include Walgreens, JPMorgan Chase, Sephora, Michaels and Verizon, plus several dining options including McDonald’s, Panera Bread, Chop’t Salad, Five Guys Burgers and Fries, and Firehouse Subs. In addition, the Regal Entertainment Group/Cinebarre (“Regal Cinemas”) movie theatre accounts for 6.5% of the net rentable area and is currently not operating due to COVID-19; however, the tenant was underwritten as vacant by the lender in terms of both occupancy and rent. There are four tenants totaling 8.7% of underwritten base rent that are ground lease tenants that own their improvements (McDonald’s, JPMorgan Chase, Shell and Panera Bread). Twenty-four tenants totaling 63.9% of the net rentable area and 46.3% of underwritten base rent have been in occupancy for at least 20 years, and all four anchor tenants have been in occupancy since at least 1997. The Arboretum Property contains 3,115 surface parking spaces, resulting in a parking ratio of approximately 5.6 spaces per 1,000 square feet of rentable area. As of September 11, 2020, the Arboretum Property was 91.9% occupied by 87 tenants and has averaged 98.0% occupancy since 2016.

Major Tenants.

Largest Tenant by UW Base Rent: Harris Teeter (68,119 square feet; 12.3% of net rentable area; 10.6% of underwritten base rent; 6/17/2022 lease expiration) – Harris Teeter, a wholly-owned subsidiary of The Kroger Co., was co-founded in 1960 by North Carolina grocers W.T. Harris and Willis Teeter. Harris Teeter is headquartered in Matthews, North Carolina, and operates over 230 stores and 14 fuel centers in seven states and the District of Columbia. Harris Teeter has been a tenant at the Arboretum Property since June 1997 and reported gross sales of approximately $38.1 million ($560 per square foot) for the trailing 12-month period ending June 30, 2020, which is up approximately 12.2% compared to 2019 sales. Harris Teeter has one, 5-year extension option remaining and does not have any termination options.

2^ndLargest Tenant by UW Base Rent: Walmart (120,405 square feet; 21.7% of net rentable area; 5.8% of underwritten base rent; 1/26/2025 lease expiration) – Walmart has been a tenant since February 1990 and reported gross sales of approximately $52.5 million ($436 per square foot) for the trailing 12-month period ending January 31, 2020. Walmart has three, 5-year extension options remaining and does not have any termination options. Walmart’s current base rent is $5.15 per square foot, which is flat through the remaining loan term as well as its three remaining 5-year extension options.

3^rdLargest Tenant by UW Base Rent: Bed Bath & Beyond (35,000 square feet; 6.3% of net rentable area; 4.9% of underwritten base rent; 1/31/2023 lease expiration) – Bed Bath & Beyond has been a tenant at the Arboretum Property since April 1997 and reported gross sales of approximately $7.1 million ($202 per square foot) for 2019. Bed Bath & Beyond does not have any extension options or termination options. The Bed Bath & Beyond store at the Arboretum Property was not included on the list of stores released by the company in September 2020 that are expected to close by the end of 2020.

4^thLargest Tenant by UW Base Rent: Barnes & Noble (24,994 square feet; 4.5% of net rentable area; 3.3% of underwritten base rent; 6/30/2025 lease expiration) – Barnes & Noble has been a tenant at the Arboretum Property since April 1997 and reported gross sales

Retail – Anchored

Loan #5

Cut-off Date Balance:

$34,890,190

3333 Pineville Matthews Road

Charlotte, North Carolina 28226

The Arboretum

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

58.6%

1.70x

9.6%

of approximately $4.4 million ($177 per square foot) for the trailing 12-month period ending March 31, 2020. Barnes & Noble does not have any termination options. Barnes & Noble most recently exercised a 5-year renewal option effective May 1, 2020.

COVID-19 Update. As of November 13, 2020, the Arboretum Whole Loan is current as of the November debt service payment and was not subject to any forbearance, modification or debt service relief request. As of November 10, 2020, the borrower sponsor reported that all tenants were open and operating except for Regal Cinemas (6.5% of net rentable area; underwritten as vacant), Arboretum Cleaners (0.2% of net rentable area; underwritten as vacant), and Handpicked, Inc. (0.2% of net rentable area; underwritten as vacant). As of November 19, 2020, tenants representing approximately 92.8% of the occupied net rentable area and 91.1% of underwritten base rent made their full rent payment for November 2020, and, in total, approximately 91.9% of underwritten base rent was paid for November 2020. Thirty-one tenants, representing approximately 27.5% of underwritten base rent, were granted rent deferrals ranging from one to four months and each of the leases was extended by the number of months of deferred rent.

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

Major Tenants

Tenant Name	Credit Rating (Fitch/ Moody’s/ S&P)⁽¹⁾	Tenant NRSF	% of NRSF	Annual U/W Base Rent PSF⁽²⁾	Annual U/W Base Rent⁽²⁾	% of Total Annual U/W Base Rent	Lease Expiration Date	Ext. Options	Term. Option (Y/N)
Anchor Tenants
Harris Teeter	NR/Baa1/BBB	68,119	12.3%	$16.60	$1,130,775	10.6%	6/17/2022	1, 5-year	N
Walmart	AA/Aa2/AA	120,405	21.7%	$5.15	$620,043	5.8%	1/26/2025	3, 5-year	N
Bed Bath & Beyond	NR/Ba3/B+	35,000	6.3%	$15.00	$525,000	4.9%	1/31/2023	None	N
Barnes & Noble	NR/NR/NR	24,994	4.5%	$14.00	$349,916	3.3%	6/30/2025	None	N
		248,518	44.7%	$10.57	$2,625,735	24.6%
Major Tenants⁽³⁾
Rack Room Shoes	NR/NR/NR	9,068	1.6%	$34.50	$312,846	2.9%	1/31/2022	1, 5-year	N
McDonald’s	NR/Baa1/BBB+	⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	$288,951	2.7%	10/17/2025	1, 5-year	N
Michaels	NR/NR/B	23,712	4.3%	$11.03	$261,543	2.5%	5/31/2023	2, 5-year	N
Walgreens	BBB-/Baa2/BBB	12,500	2.2%	$20.00	$250,000	2.3%	3/31/2022	None	N
Shell	AA-/Aa2/AA-	⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	$240,792	2.3%	10/19/2030	1, 5-year	N
JPMorgan Chase	AA-/A2/A-	⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	$230,000	2.2%	8/31/2040	4, 5-year	N
		45,280	8.1%	$18.21⁽⁴⁾	$1,584,132	14.9%

Non-Major Tenants		216,845	39.0%	$28.95 ⁽⁴⁾	$6,442,320	60.5%

Occupied Collateral Total		510,643	91.9%	$19.05⁽⁴⁾	$10,652,187	100.0%

Vacant Space		45,269	8.1%

Collateral Total		555,912	100.0%

(1)

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

(2)

Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through October 2021 totaling $250,967.

(3)

Regal Cinemas currently occupies a 36,000 square foot space (6.5% of net rentable area) and is currently closed due to COVID-19; however, the tenant was underwritten as vacant in terms of both occupancy and rent.

(4)

Four tenants totaling 8.7% of underwritten base rent (McDonald’s, Shell, JPMorgan Chase, and Panera Bread) are leased fee tenants and own their improvements with no associated NRSF. The weighted average Annual U/W Base Rent PSF calculations exclude the underwritten base rent associated with these leased fee tenants.

Retail – Anchored

Loan #5

Cut-off Date Balance:

$34,890,190

3333 Pineville Matthews Road

Charlotte, North Carolina 28226

The Arboretum

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

58.6%

1.70x

9.6%

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

Historical Sales⁽¹⁾

	2017 Sales (PSF)	2018 Sales (PSF)	2019 Sales (PSF)	TTM Sales (Gross)	TTM Sales (PSF)	TTM Period	Occupancy Cost⁽²⁾
Harris Teeter	$525	$535	$499	$38,135,213	$560	Jun-2020	4.4%
Walmart⁽³⁾	$464	$454	$449	$52,517,631	$436	Jan-2020	2.7%
Bed Bath & Beyond⁽⁴⁾	$244	$233	$202	NAV	NAV	NAP	10.3%
Barnes & Noble	$194	$194	$185	$4,415,752	$177	Mar-2020	11.8%
Rack Room Shoes	$256	$255	$223	$1,572,036	$173	Aug-2020	23.8%
McDonald’s⁽⁵⁾	NAV	NAV	NAV	NAV	NAV	NAP	NAV
Michaels	$158	$156	$156	$3,477,766	$147	Apr-2020	11.5%
Walgreens⁽⁵⁾	NAV	$377	$351	$5,488,480	$439	Mar-2020	6.1%
Shell⁽⁵⁾	NAV	NAV	NAV	NAV	NAV	NAP	NAV
JPMorgan Chase	NAV	NAV	NAV	NAV	NAV	NAP	NAV

(1)

Information obtained from the borrower and underwritten rent roll.

(2)

Occupancy Cost is based on underwritten base rent and reimbursements and most recently reported sales.

(3)

Walmart reports sales at the end of each January. The sales shown represent the trailing 12-month period ending January 31^st of each year.

(4)

Bed Bath & Beyond reports sales at the end of each calendar year.

(5)

McDonald’s, Shell and JPMorgan Chase are not required to report sales.

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

Lease Expiration Schedule⁽¹⁾⁽²⁾

Year Ending December 31,	No. of Leases Expiring	Expiring NRSF	% of Total NRSF	Cumulative Expiring NRSF	Cumulative % of Total NRSF	Annual U/W Base Rent	% of Total Annual U/W Base Rent	Annual U/W Base Rent PSF⁽³⁾
MTM	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2020	2	7,000	1.3%	7,000	1.3%	$189,710	1.8%	$27.10
2021	7	12,300	2.2%	19,300	3.5%	$402,384	3.8%	$32.71
2022	14	113,508	20.4%	132,808	23.9%	$2,550,238	23.9%	$22.47
2023	18	109,079	19.6%	241,887	43.5%	$2,347,483	22.0%	$21.52
2024	13	36,282	6.5%	278,169	50.0%	$1,121,262	10.5%	$30.90
2025	10	175,973	31.7%	454,142	81.7%	$1,961,326	18.4%	$11.15
2026	8	19,547	3.5%	473,689	85.2%	$701,836	6.6%	$35.91
2027	3	8,357	1.5%	482,046	86.7%	$277,560	2.6%	$33.21
2028	1	3,000	0.5%	485,046	87.3%	$113,850	1.1%	$37.95
2029	2	6,451	1.2%	491,497	88.4%	$211,466	2.0%	$32.78
2030	4	9,398	1.7%	500,895	90.1%	$545,071	5.1%	$32.38
Thereafter	5	9,748	1.8%	510,643	91.9%	$230,000	2.2%	$23.59
Vacant	0	45,269	8.1%	555,912	100.0%	$0	0.0%	$0.00
Total/Weighted Average	87	555,912	100.0%			$10,652,187	100.0%	$19.05⁽³⁾

(1)

Information obtained from the underwritten rent roll.

(2)

(3)

Four tenants totaling 8.7% of underwritten base rent (McDonald’s, Shell, JPMorgan Chase, and Panera Bread) are leased fee tenants and own their improvements with no associated NRSF. Annual U/W Base Rent PSF excludes vacant space and underwritten base rent attributed to leased fee tenants.

The following table presents historical occupancy percentages at the Arboretum Property:

Historical Occupancy

12/31/2016⁽¹⁾	12/31/2017⁽¹⁾	12/31/2018⁽¹⁾	12/31/2019⁽¹⁾	9/11/2020⁽²⁾
100.0%	99.0%	100.0%	99.0%	91.9%

(1)	Information obtained from a third-party market research provider.

(2)	Information obtained from the underwritten rent roll.

Retail – Anchored

Loan #5

Cut-off Date Balance:

$34,890,190

3333 Pineville Matthews Road

Charlotte, North Carolina 28226

The Arboretum

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

58.6%

1.70x

9.6%

Cash Flow Analysis

	2017	2018	2019	TTM 7/31/2020	U/W	%⁽¹⁾	U/W $ per SF
Base Rent	$11,048,141	$11,466,264	$11,546,621	$10,414,887	$10,652,187⁽²⁾	75.5%	$19.16
Grossed Up Vacant Space	0	0	0	0	756,415	5.4	1.36
Gross Potential Rent	$11,048,141	$11,466,264	$11,546,621	$10,414,887	$11,408,602	80.9%	$20.52
Other Income	7,447	22,954	19,699	11,101	11,101	0.1	0.02
Percentage Rent	206,883	211,271	171,749	250,347	225,960	1.6	0.41
Total Recoveries	2,581,317	2,602,734	2,523,542	2,725,692	2,459,557	17.4	4.42
Net Rental Income	$13,843,788	$14,303,223	$14,261,611	$13,402,026	14,105,219	100.0%	$25.37
(Vacancy & Credit Loss)	0	0	0	0	(756,415)⁽³⁾	(6.6%)	(1.36)
Effective Gross Income	$13,843,788	$14,303,223	$14,261,611	$13,402,026	$13,348,804	94.6%	$24.01

Real Estate Taxes	1,088,845	1,103,565	1,362,227	1,362,227	1,419,509	10.6	2.55
Insurance	74,232	76,404	78,211	79,400	82,886	0.6	0.15
Management Fee	563,525	564,567	581,324	532,515	533,952	4.0	0.96
Other Operating Expenses	1,552,797	1,835,783	1,712,894	1,619,346	1,722,674	12.9	3.10
Total Operating Expenses	$3,279,399	$3,580,319	$3,734,656	$3,593,488	$3,759,022	28.2%	$6.76

Net Operating Income	$10,564,389	$10,722,904	$10,526,955	$9,808,538	$9,589,782	71.8%	$17.25
Replacement Reserves	0	0	0	0	211,247	1.6	0.38
TI/LC	0	0	0	0	355,912	2.7	0.64
Net Cash Flow	$10,564,389	$10,722,904	$10,526,955	$9,808,538	$9,022,624	67.6%	$16.23

NOI DSCR⁽⁴⁾	2.00x	2.03x	1.99x	1.85x	1.81x
NCF DSCR⁽⁴⁾	2.00x	2.03x	1.99x	1.85x	1.70x
NOI Debt Yield⁽⁴⁾	10.6%	10.8%	10.6%	9.8%	9.6%
NCF Debt Yield⁽⁴⁾	10.6%	10.8%	10.6%	9.8%	9.0%

(1)

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

(2)

Underwritten base rent includes contractual rent steps through October 2021 totaling $250,967.

(3)

The underwritten economic vacancy is 6.6%. The Arboretum Property was 91.9% physically occupied and 93.4% economically occupied as of September 11, 2020.

(4)

The metrics shown represent the Arboretum Whole Loan.

Appraisal. The appraiser concluded to an “as-is” Appraised Value for the Arboretum Property of $170,000,000 as of August 8, 2020.

Environmental Matters. According to the Phase I environmental site assessments dated August 11, 2020, there was evidence of a recognized environmental condition (“REC”) associated with three underground storage tanks (“UST’s”) installed in 1991 and currently in use at the Circle K pad site (currently operated as a Shell gas station). The UST’s have spill protection and leak detection that meet the EPA 1998 and 2015 UST upgrade guidelines, but were characterized as REC’s based on the age of the current USTs and the lack of a recent subsurface investigation. The lender waived the Phase II requirement due to various mitigants, including: (A) the site’s inclusion in the North Carolina LUST Trust and NC Financial Assurance databases, indicating eligibility for up to $1.5 million of clean-up costs with deductibles; (B) the UST’s being equipped with overfill and spill protection and leak detection, together with recent leak detection tests indicating compliance; (C) the site’s generally down-gradient location relative to adjacent property; and (D) the responsibility of the tenant (Circle K Stores, Inc.), the US operating subsidiary of Alimentation Couche-Tard LLC (OTC: ANCUF, and rated Moody’s “Baa2”) through its October 19, 2030 lease expiration.

Market Overview and Competition. The Arboretum Property is located in the southeastern area of Charlotte, North Carolina, approximately 10.7 miles from the central business district. The property is situated at the signalized intersection of Pineville-Matthews Road (NC Highway 51) and Providence Road (NC Highway 16). Primary access to the area is provided by Interstates 485 and Highways 521, 74 and 21, with approximate driving times to the central business district and Charlotte Douglas International Airport of 25 minutes and 30 minutes, respectively. According to the appraisal, the surrounding area is primarily single-family residential homes with some retail development along main thoroughfares and is in close proximity to Interstates 77 and 485. Within a three- and five-mile radius of the Arboretum Property, the 2020 average household income was approximately $154,552 and $136,688, respectively; and within the same radii, the 2020 estimated population was 69,720 and 203,278, respectively. Since 2010, the population within a three-mile radius has increased by approximately 8.2% and the number of households has increased by approximately 8.5%. According to the appraisal, the top 5 employers in the surrounding area are Atrium Health, Wells Fargo & Co., Walmart Inc., Bank of America Corp., and Novant Health Inc.

Retail – Anchored

Loan #5

Cut-off Date Balance:

$34,890,190

3333 Pineville Matthews Road

Charlotte, North Carolina 28226

The Arboretum

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

58.6%

1.70x

9.6%

According to a third-party market research report, the property is situated within the Outer Southeast submarket of the Charlotte retail market. As of the third quarter of 2020, the submarket reported total inventory of approximately 13.2 million square feet with a 5.6% vacancy rate and average asking rents of $26.28 per square foot. The appraisal identified five comparable properties that reported occupancy rates ranging from 93% to 97%. The appraisal concluded to market rents ranging from $5.50 per square foot for big box anchor space to $35.00 per square foot for in-line space (see table below).

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

Market Rent Summary⁽¹⁾

	In-line Space	Large In-line Space	Jr. Anchor Space	Grocery Anchor Space	Cinema Space	Big Box Anchor Space
Market Rent (PSF)	$35.00	$20.00	$15.00	$17.50	$12.00	$5.50
Lease Term (Years)	5	7	10	10	10	10
Lease Type (Reimbursements)	NNN	NNN	NNN	NNN	NNN	NNN
Rent Increase Projection	3%/year	3%/year	2%/year	2%/year	2%/year	2%/year

(1)

Information obtained from the appraisal.

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

Comparable Sales⁽¹⁾

Property Name	Location	Rentable Area (SF)	Sale Date	Sale Price (PSF)
Mount Pleasant Towne Centre	Mount Pleasant, SC	510,000	Feb-2020	$288
Garden City Center	Cranston, RI	530,629	Jan-2020	$341
Free State Shopping Center	Bowie, MD	264,152	May-2019	$273
The Green at Lakewood Ranch	Lakewood Ranch, FL	123,000	Dec-2018	$377
Riverchase Village	Hoover, AL	175,673	Oct-2018	$223
Center of Winter Park	Winter Park, FL	258,885	Aug-2018	$281

(1)	Information obtained from the appraisal.

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

Comparable Properties⁽¹⁾

Property Name/Location	Year Built/ Renovated	Total GLA (SF)	Distance from Subject	Occupancy	Anchor Tenants
The Arboretum Property (Subject)	1985/2012	555,912	--	92%	Harris Teeter, Wal-Mart, Bed Bath & Beyond, Barnes & Noble
Stonecrest at Piper Glen	1998/2003	294,495	4.5 miles	95%	Harris Teeter, Regal Cinemas, ULTA, Michael’s, Target
Blakeney Shopping Center	2005/NAV	544,107	6.3 miles	97%	HomeGoods, Marshalls, Harris Teeter, Target
Plantation Market	1990/NAV	85,732	5.0 miles	93%	Harris Teeter
Brookdale Shopping Center	2004/NAV	85,422	24.8 miles	97%	Harris Teeter
Ballantyne Corners	2010/NAV	60,146	5.7 miles	97%	NAP (unanchored)

(1)	Information obtained from the appraisal and underwritten rent roll.

Retail – Anchored

Loan #5

Cut-off Date Balance:

$34,890,190

3333 Pineville Matthews Road

Charlotte, North Carolina 28226

The Arboretum

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

58.6%

1.70x

9.6%

Escrows.

Debt Service Reserve – The loan documents require an upfront debt service reserve of $3,970,402 as additional collateral for the Arboretum Whole Loan. On and after the monthly payment date in February 2021, as long as no event of default is continuing, the lender is required to make monthly disbursements to the borrower in the amount of the monthly debt service payment as long as the Arboretum Borrower certifies to the lender that (i) both the physical and economic occupancy are at least 95%, and (ii) the net cash flow debt yield is equal to or greater than 9.1%, which amount shall be used for the payment of monthly debt service; provided, however, that the insufficiency of the Debt Service Reserve funds available for disbursement will not relieve the borrower from its obligation to make any payment required by the loan documents.

Leasing Reserve – The loan documents require an upfront general tenant improvements and leasing commissions (“TI/LC”) reserve of $2,000,000 and ongoing monthly TI/LC reserves of (i) $69,489 for the monthly payment date in November 2020 through and including the monthly payment date in October 2021; (ii) $57,908 for the monthly payment date in November 2021 through and including the monthly payment date in October 2022; and (iii) $46,326 from and after the monthly payment date in November 2022. Deposits in the Leasing Reserve will be capped at $5,000,000 as long as (a) no event of default is continuing, and (b) the debt yield is greater than or equal to 7.5%.

Real Estate Taxes – The loan documents require an upfront real estate tax reserve of $124,209 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 12 months (initially $124,207); provided, however, that the borrower is not required to make the monthly tax deposit attributable to the Walmart parcel as long as (i) no event of default is continuing; (ii) Walmart is obligated to pay taxes directly and is actually making such payments; (iii) the Arboretum Borrower delivers timely evidence to the lender that the applicable taxes have been paid prior to delinquency; and (iv) Walmart’s lease is in full force and effect with neither the borrower nor the tenant being in default of any obligations beyond any applicable notice and cure periods.

Insurance – The loan documents do not require ongoing monthly insurance reserve deposits as long as (i) no event of default is continuing; (ii) the Arboretum Property is covered under a blanket or umbrella policy acceptable to the lender; (iii) the borrower provides the lender with evidence of renewal of such policies; and (iv) the borrower provides the lender with paid receipts for payment of the insurance premiums by no later than five days prior to the policy expiration dates.

Replacement Reserve – The loan documents require ongoing monthly replacement reserve deposits of $17,604, which the lender may require the 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 Arboretum Property.

Deferred Maintenance Reserve – The loan documents require an upfront reserve of $112,500 for deferred maintenance items, which are required to be completed within 180 days of origination.

Lockbox and Cash Management. The Arboretum Whole Loan is structured with an in-place hard lockbox, into which the borrower and property manager are required to cause all rents to be deposited directly by tenants. In the absence of a Cash Management Period (as defined below), all funds in the lockbox account are required to be distributed to the borrower’s operating account. During a Cash Management Period, (i) all funds in the lockbox account are required to be swept on each business day to a lender-controlled cash management account; (ii) so long as a Cash Trap Event Period (as defined below) is not in effect, all excess funds will be swept to the borrower’s operating account; and (iii) during a Cash Trap Event Period, all excess funds will be swept to an excess cash flow subaccount controlled by the lender and held for so long as such Cash Trap Event Period continues.

A “Cash Management Period” means (i) the period commencing on the origination date continuing until on or after October 1, 2021, the Arboretum Property achieves (a) 95% economic occupancy and physical occupancy and (b) a net cash flow debt yield equal to or greater than 9.1%; and/or (ii) a Cash Trap Event Period.

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

(i)

the occurrence of an event of default;

(ii)

the net cash flow debt yield falling below 8.0% (tested quarterly); or

(ii)

a Major Tenant Event Period (as defined below).

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

•

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

•

with regard to clause (ii), the net cash flow debt yield being equal to or greater than 8.5% for two consecutive calendar months; or

•

with regard to clause (iii), a Major Tenant Event Period Cure (as defined below).

A “Major Tenant Event Period” will commence upon the earliest to occur of the following with respect to Harris Teeter and/or Walmart, as well as either tenant’s successors and assigns, and any replacement tenant for all or a portion of such tenant’s space (individually or collectively, as applicable, “Major Tenant”):

(i)

a default under a Major Tenant’s lease (beyond any applicable notice and cure period);

Retail – Anchored

Loan #5

Cut-off Date Balance:

$34,890,190

3333 Pineville Matthews Road

Charlotte, North Carolina 28226

The Arboretum

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

58.6%

1.70x

9.6%

(ii)

the date that a Major Tenant “goes dark”, remains closed to the public in its space, vacates, or otherwise fails to continuously occupy its space for a period of three or more consecutive months (or gives notice of its intent to commence any of the foregoing);

(iii)

a Major Tenant filing, or otherwise becoming involved as debtor in, a bankruptcy or similar insolvency proceeding; or

(iv)

a Major Tenant terminating or canceling its lease (or such lease failing or ceasing to be in full force and effect), or giving notice of any of the foregoing.

A “Major Tenant Event Period Cure” will occur upon (a) the Arboretum Property (including any replacement leases for the Major Tenant space) having physical and economic occupancy equal to 95% or greater; (b) the net cash flow debt yield being equal to or greater than 8.5%; and (c):

•

with regard to clause (i) above, (x) a Major Tenant Re-Tenanting Event (as defined below) having occurred or (y) the applicable default having been cured and no other default under the related lease having occurred (beyond any notice and cure period) for a period of two consecutive calendar quarters;

•

with regard to clause (ii) above, (x) a Major Tenant Re-Tenanting Event having occurred or (y) the applicable Major Tenant having resumed its normal business operations in its space and having been open during customary hours for a period of two consecutive calendar quarters;

•

with regard to clause (iii) above, (x) a Major Tenant Re-Tenanting Event having occurred or (y) the bankruptcy or insolvency proceeding having been terminated in a manner satisfactory to the lender, the related lease having been affirmed, and the terms of such lease, as affirmed, being satisfactory to the lender; or

•

with regard to clause (iv) above, a Major Tenant Re-Tenanting Event having occurred.

A “Major Tenant Re-Tenanting Event” will occur upon the lender receiving satisfactory evidence (including, without limitation, a satisfactory estoppel) that (i) space at the Arboretum Property in an amount equal to at least 90% of the applicable Major Tenant space (or applicable portion thereof) has been leased to one or more satisfactory replacement tenants pursuant to a satisfactory replacement lease; (ii) each such tenant is in occupancy of its premises, is open for business and is paying full, unabated rent pursuant to the terms of its lease (or such abatement having been reserved); and (iii) all tenant improvement costs and leasing commissions provided in each such replacement lease have been paid (or sufficient funds have been deposited into the leasing reserve subaccount for payment of such amounts).

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

Partial Release. Following the defeasance lockout release date, as long as no event of default exists, the borrower has the right to release the Regal Cinemas parcel from the lien of the Arboretum Whole Loan subject to, among other conditions outlined in the loan documents, (i) partial defeasance in an amount equal to the greatest of (a) $3,176,471 (120% of the allocated loan amount of the Regal Cinemas parcel of $2,647,059); (b) net sale proceeds of the Regal Cinemas parcel; (c) an amount that would result in the debt yield for the remaining property being no less than the greater of (1) the debt yield immediately prior to the release (including the Regal Cinemas parcel), and (2) 8.50%; and (d) an amount that would result in the loan-to-value ratio of the remaining property being no greater than the lesser of (I) the loan-to-value ratio immediately prior to the release (including the Regal Cinemas parcel), and (II) 60.4%; and (ii) rating agency confirmation is received.

Real Estate Substitution. Not permitted.

Subordinate and Mezzanine Indebtedness. The holders of 100% of the equity interests in the Arboretum Borrower have the right to obtain mezzanine debt secured by a pledge of 100% of the ownership interests in the Arboretum Borrower in an amount that, together with the then-outstanding principal balance of the Arboretum Whole Loan, does not exceed $100,000,000 so long as, among other conditions pursuant to the Arboretum Whole Loan documents: (i) the combined debt service coverage ratio is equal to or greater than 1.50x (based on actual amortizing debt service payments, disregarding any interest-only periods); (ii) the combined loan-to-value ratio is less than or equal to 65%; (iii) the mezzanine lender is an institutional lender acceptable to the lender; (iv) the mezzanine lender executes and delivers an intercreditor and standstill agreement; (v) the maturity date of the mezzanine debt is co-terminous with the Arboretum Whole Loan; and (vi) rating agency confirmation is obtained from each applicable rating agency.

Ground Lease. None.

Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the Arboretum Borrower provides coverage for terrorism in an amount equal to the full replacement cost of the Arboretum 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 Arboretum 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).

Office – Suburban	Loan #6	Cut-off Date Balance:	$26,770,000
8000-8050 Foothills Boulevard	HPE Campus	Cut-off Date LTV:	64.8%
Roseville, CA 95747		U/W NCF DSCR:	2.71x
		U/W NOI Debt Yield:	9.9%

No. 6 –HPE Campus

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		Argentic Real Estate Finance LLC			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/KBRA/Moody’s):		NR/NR/NR			Property Type – Subtype:	Office – Suburban
Original Principal Balance⁽¹⁾:		$26,770,000			Location:	Roseville, CA
Cut-off Date Balance⁽¹⁾:		$26,770,000			Size:	447,364 SF
% of Initial Pool Balance:		3.8%			Cut-off Date Balance Per SF⁽¹⁾:	$149.25
Loan Purpose:		Acquisition			Maturity Date Balance Per SF⁽¹⁾:	$149.25
Borrower Sponsors:		John Gaghan; Waleed Mohammed; Abdullah Alwehaib			Year Built/Renovated:	1981/2019
Guarantors:		Apex Capital Investments Corporation			Title Vesting:	Fee
Mortgage Rate:		3.5400%			Property Manager:	G&E Real Estate Management Services, Inc.
Note Date:		February 21, 2020			Current Occupancy (As of):	100.0% (11/1/2020)
Seasoning:		9 months			YE 2019 Occupancy⁽³⁾:	NAV
Maturity Date:		March 6, 2030			YE 2018 Occupancy⁽³⁾:	NAV
IO Period:		120 months			YE 2017 Occupancy⁽³⁾:	NAV
Loan Term (Original):		120 months			Appraised Value:	$103,000,000
Amortization Term (Original):		NAP			Appraised Value Per SF:	$230.24
Loan Amortization Type:		Interest-only, Balloon			Appraisal Valuation Date:	January 23, 2020
Call Protection:		L(33),D(83),O(4)
Lockbox Type:		Hard/Springing Cash Management
Additional Debt⁽¹⁾:		Yes			Underwriting and Financial Information
Additional Debt Type (Balance)⁽¹⁾:		Pari Passu ($40,000,000)			TTM NOI⁽³⁾:	NAV
					YE 2018 NOI⁽³⁾:	NAV
					YE 2017 NOI⁽³⁾:	NAV
					YE 2016 NOI⁽³⁾:	NAV
					U/W Revenues:	$9,694,440
					U/W Expenses:	$3,104,706
Escrows and Reserves⁽²⁾					U/W NOI:	$6,589,734
	Initial		Monthly	Cap	U/W NCF:	$6,500,261
Taxes	$0		Springing	NAP	U/W DSCR based on NOI/NCF⁽¹⁾:	2.75x / 2.71x
Insurance	$0		Springing	NAP	U/W Debt Yield based on NOI/NCF⁽¹⁾:	9.9% / 9.7%
Replacement Reserve	$0		$7,456	$268,419	U/W Debt Yield at Maturity based on NOI/NCF⁽¹⁾:	9.9% / 9.7%
TI/LC Reserve	$0		Springing	NAP	Cut-off Date LTV Ratio⁽¹⁾:	64.8%
Common Charges Reserve	$0		Springing	NAP	LTV Ratio at Maturity⁽¹⁾:	64.8%

Sources and Uses
Sources			Uses
Original Whole Loan amount	$66,770,000	63.6%	Purchase Price	$101,300,000	96.5%
Sponsor Contribution	$38,237,086	36.4	Closing Costs	3,707,086	3.5
Total Sources	$105,007,086	100.0%	Total Uses	$105,007,086	100.0%

(1)

The HPE Campus Mortgage Loan (as defined below) is part of the HPE Campus Whole Loan (as defined below), which is comprised of four pari passu notes with an aggregate original principal balance of $66,770,000. All statistical information related to the Cut-off Date Balance per SF, Maturity Date Balance per SF, U/W Debt Yield based on NOI/NCF, U/W Debt Yield at Maturity based on NOI/NCF, U/W DSCR based on NOI/NCF, Cut-off Date LTV Ratio and LTV Ratio at Maturity is based on the HPE Campus Whole Loan. Notwithstanding the foregoing, all NOI, NCF and occupancy information, as well as the appraised value, were determined prior to the emergence of the novel coronavirus pandemic, and the economic disruption resulting from measures to combat the pandemic, and all DSCR, LTV and Debt Yield metrics were calculated, and the HPE Campus Mortgage Loan was underwritten, based on such prior information. See “Risk Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

(2)

See “Escrows” section below.

(3)

Historical cash flows and occupancy figures are not available as the transaction is an acquisition.

The Mortgage Loan. The mortgage loan (the “HPE Campus Mortgage Loan”) is part of a whole loan (the “HPE Campus Whole Loan”) evidenced by four pari passu promissory notes with an aggregate original principal balance of $66,770,000 secured by a first mortgage encumbering the fee interest in a class A office campus in Roseville, California (the “HPE Campus Property”). The HPE Campus Mortgage Loan consists of the non-controlling Notes A-3 and A-4, which have an aggregate Cut-off Date Balance of $26,770,000 and are being contributed to the WFCM 2020-C58 trust. The controlling Note A-1, which has an original principal balance of $20,000,000 was contributed to the MSC 2020-HR8 transaction. The non-controlling Note A-2, which has an original principal balance of $20,000,000

Office – Suburban	Loan #6	Cut-off Date Balance:	$26,770,000
8000-8050 Foothills Boulevard	HPE Campus	Cut-off Date LTV:	64.8%
Roseville, CA 95747		U/W NCF DSCR:	2.71x
		U/W NOI Debt Yield:	9.9%

was contributed to WFCM 2020-C56 transaction. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” in the Preliminary Prospectus.

Note Summary

Notes	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
A-1	$20,000,000	$20,000,000	MSC 2020-HR8	Yes
A-2	$20,000,000	$20,000,000	WFCM 2020-C56	No
A-3	$16,770,000	$16,770,000	WFCM 2020-C58	No
A-4	$10,000,000	$10,000,000	WFCM 2020-C58	No
Total	$66,770,000	$66,770,000

The Borrower and Borrower Sponsor. The borrowing entity for the HPE Campus Mortgage Loan is DC Roseville Owner LLC (the “HPE Campus Borrower”), a special purpose entity with two independent directors. Legal counsel to the HPE Campus Borrower delivered a non-consolidation opinion in connection with the origination of the HPE Campus Mortgage Loan.

The non-recourse carve-out guarantor is Apex Capital Investments Corporation (“Apex”). Apex is a US based subsidiary of Dimah Capital Investment Company (“Dimah”), which is based in Kuwait and currently has 38 properties under management. Apex provides real estate investment services such as acquisition and asset management, in addition to being a strategic extension to Dimah in the US.

The Property. The HPE Campus Property is comprised of one, one-story building and two, two-story buildings totaling 447,364 square feet, situated on a 15.1-acre site in Roseville, California, approximately 21.4 miles southwest of downtown Sacramento. The three buildings include “R1” (8000 Foothills Boulevard, 54,486 square feet); “R3” (8030 Foothills Boulevard, 151,423 square feet); and “R5” (8040-8050 Foothills Boulevard, 241,455 square feet). The HPE Campus Property is part of a larger five-building office campus that was developed by Hewlett Packard. The company split off into Hewlett Packard Enterprise (“HPE”) and subsequently sold off the campus and leased it back, eventually downsizing to the current three buildings. The campus was converted into condominium interests, with the HPE Campus Property on one parcel and access shared with the larger campus along with assigned parking areas.

The HPE Campus Property was built between 1981 and 1990. R1 consists of two smaller buildings connected by an interior corridor. The first building is the former reception area which has since been relocated to R3 and is now a small local credit union that serves the campus. The second building is the cafeteria. The R3 building was recently renovated and received a capital investment from HPE, with modern office tenant improvements including upgrades to lobbies, large open cubicle areas, private offices, break-out rooms, conference rooms, large training rooms, and breakrooms. A small portion of R3 and approximately half of R5 are used as improved lab/server room space. Most of these rooms have separate cooling units and expanded electricity and conduit capacity for servers, and some also have raised floors. They typically have vinyl tile floors and drop T-bar ceilings and could be converted to office use if necessary. Both of these buildings also include small shipping areas with both grade level and dock-high roll-up loading doors.

Amenities at the HPE Campus Property include a central quad courtyard with basketball and volleyball courts, two baseball fields – which are a part of the larger development – open seating areas, a large cafeteria, and a fitness center equipped with showers and locker rooms. The HPE Campus Property is served by 2,454 parking spaces, which yields a parking ratio of 5.5 spaces per 1,000 square feet of net rentable area.

The HPE Campus Property is 100.0% leased by HPE and houses multiple divisions of the company. The HPE Campus Property was initially leased by HPE in January 1981, and the lease was subsequently assigned to the master lessee in February 2020.

COVID-19 Update. As of November 1, 2020, the HPE Campus Property is open, however, some of the employees of the HPE continue to work remotely. The October and November 2020 debt service payments have been made. HPE leases 100.0% of the HPE Campus Property and paid rent for both October and November 2020. As of the date hereof, the HPE Campus Whole Loan is not subject to any modification or forbearance request.

Major Tenant.

Hewlett Packard Enterprise (447,364 square feet; 100.0% of net rentable area; 100.0% of underwritten base rent; 04/30/2030 lease expiration) HPE offers enterprise security, analytics and data management, applications development and testing, data center care, cloud consulting, and business process services for both individual and corporate use. HPE was founded on November 1, 2015 as a byproduct of the reconfigured Hewlett Packard Company, which built the original HPE Campus Property from 1981-1990. HPE is headquartered in San Jose, California and has over 60,000 employees worldwide. HPE began its current 13 year lease in May 2017 following the initial sale lease-back of the HPE Campus Property and is scheduled to remain in place through the end of its term in April 2030, two months after the HPE Campus Whole Loan matures. HPE has two, five-year extension options under its lease exercisable upon at least 300 days’ prior written notice.

Office – Suburban	Loan #6	Cut-off Date Balance:	$26,770,000
8000-8050 Foothills Boulevard	HPE Campus	Cut-off Date LTV:	64.8%
Roseville, CA 95747		U/W NCF DSCR:	2.71x
		U/W NOI Debt Yield:	9.9%

HPE has been in occupancy at the HPE Campus Property since 1981 and currently has six different divisions located on-site including Aruba Networking Research and Development, Global Functions, Technology Services, Hybrid IT, and Enterprise Group Supply Organization and General. The Aruba Networking Research and Development was founded in 2002 and acquired by HPE in 2015. As of December 31, 2019, Aruba Networking Research and Development has reported revenues of over $2.5 billion (8.8% of HPE’s 2019 total revenue) and has over 6,000 employees. Aruba Networking Research and Development operates on both floors of the R3 building. The second division, Global Functions, provides general support functions including HR, Finance, and IT. The third division, Technology Services, provides high-level consulting and infrastructure services (e.g. data center design, complex problem resolution, etc.). The fourth division is known as Hybrid IT, an R&D development group focused in new market segments including HPE’s next generation computing solution known as “The Machine”. The fifth division is the Enterprise Group Supply Chain Organization which provides support for various supply chain functions. The sixth division, General, provides sale and contact support centers serving various divisions.

HPE is a national, publicly traded company and an investment grade tenant with a credit rating of BBB according to S&P and Baa2 per Moody’s. As of February 5, 2020, HPE had a market cap of $19.4 billion and over $3.7 billion of cash and cash equivalents as of October 31, 2019.

The HPE Campus Property is operated pursuant to a master lease between the borrower, as master lessor, and an affiliate of the borrower sponsor, as master lessee, in connection with the Shari’ah compliant loan structure. See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Relating to Shari’ah Compliant Loans” and “Description of the Mortgage Pool—Mortgage Pool Characteristics—Shari’ah Compliant Loan” and “—Tenant Issues—Affiliated Leases” in the Preliminary Prospectus.

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

Major Tenants⁽¹⁾

Tenant Name	Credit Rating (Fitch/ Moody’s/ S&P)	Tenant NRSF	% of NRSF	Annual U/W Base Rent PSF⁽²⁾	Annual U/W Base Rent⁽²⁾	% of Total Annual U/W Base Rent⁽²⁾	Lease Expiration Date	Extension Options	Termination Option (Y/N)
Major Tenants
Hewlett Packard Enterprise	BBB+/Baa2/BBB	447,364	100.0%	$15.79	$7,064,579	100.0%	04/30/2030	Y⁽³⁾	N
Total Major Tenants		447,364	100.0%	$15.79	$7,064,579	100.0%

Vacant Space		0	0.0%

Collateral Total		447,364	100.0%

(1)

Information obtained from the underwritten rent roll dated November 1, 2020 and includes $1,084,513 in straight-line rent steps through the end of term of the HPE Campus Whole Loan in March 2030.

(2)

Annual U/W Base Rent PSF and Annual U/W Base Rent include underwritten rent steps.

(3)

HPE has the option to extend the lease for two, five-year periods upon 300 days’ prior written notice to the master lessee.

Office – Suburban	Loan #6	Cut-off Date Balance:	$26,770,000
8000-8050 Foothills Boulevard	HPE Campus	Cut-off Date LTV:	64.8%
Roseville, CA 95747		U/W NCF DSCR:	2.71x
		U/W NOI Debt Yield:	9.9%

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

Lease Expiration Schedule⁽¹⁾

Year Ending December 31,	No. of Leases Expiring	Expiring NRSF	% of Total NRSF	Cumulative Expiring NRSF	Cumulative % of Total NRSF	Annual U/W Base Rent⁽²⁾⁽³⁾	% of Total Annual U/W Base Rent	Annual U/W Base Rent PSF⁽²⁾⁽³⁾
MTM	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2020	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2021	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2022	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2023	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2024	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2025	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2026	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2027	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2028	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2029	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2030	1	447,364	100.0%	447,364	100.0%	$7,064,579	100.0%	$15.79
Thereafter	0	0	0.0%	447,364	100.0%	$0	0.0%	$0.00
Vacant	0	0	0.0%	447,364	100.0%	$0	0.0%	$0.00
Total/Weighted Average	1	447,364	100.0%			$7,064,579	100.0%	$15.79

(1)

Information obtained from the underwritten rent roll dated November 1, 2020.

(2)

Annual U/W Base Rent PSF and Annual U/W Base Rent include underwritten rent steps.

(3)

Includes $1,084,513 in straight-line rent steps through the end of term of the HPE Campus Whole Loan in March 2030.

The following table presents historical occupancy percentages at the HPE Campus Property:

Historical Occupancy

12/31/2017⁽¹⁾

12/31/2018⁽¹⁾

12/31/2019⁽¹⁾

11/1/2020⁽²⁾

NAV

100.0%

(1) Historical occupancy figures are not available as the transaction is an acquisition.

(2) Information obtained from underwritten rent roll dated November 1, 2020.

Office – Suburban	Loan #6	Cut-off Date Balance:	$26,770,000
8000-8050 Foothills Boulevard	HPE Campus	Cut-off Date LTV:	64.8%
Roseville, CA 95747		U/W NCF DSCR:	2.71x
		U/W NOI Debt Yield:	9.9%

Cash Flow Analysis⁽¹⁾

	U/W	%⁽²⁾	U/W $ per SF
Base Rent	$5,980,067	58.6%	$13.37
Contractual Rent Steps⁽³⁾	1,084,513	10.6	2.42
Grossed Up Vacant Space	0	0.0	0.00
Gross Potential Rent	$7,064,579	69.3%	$15.79
Other Income	79,656	0.8	0.18
Total Recoveries	3,056,247	30.0	6.83
Net Rental Income	$10,200,482	100.0%	$22.80
(Vacancy & Credit Loss)⁽⁴⁾	(506,041)	(7.2)	(1.13)
Effective Gross Income	$9,694,440	95.0%	$21.67

Real Estate Taxes	1,382,535	14.3	3.09
Insurance	72,393	0.7	0.16
Management Fee	290,756	3.0	0.65
Other Operating Expenses	1,359,023	14.0	3.04
Total Operating Expenses	$3,104,706	32.0%	$6.94

Net Operating Income	$6,589,734	68.0%	$14.73
Replacement Reserves	89,473	0.9	0.20
TI/LC	0	0	0.00
Net Cash Flow	$6,500,261	67.1%	$14.53

NOI DSCR	2.75x
NCF DSCR	2.71x
NOI Debt Yield	9.9%
NCF Debt Yield	9.7%
(1) Historical cash flows and occupancy figures are not available as the transaction is an acquisition. For the avoidance of doubt, no COVID-19 specific adjustments have been incorporated in the lender U/W. (2) Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy & Credit Loss and (iii) percent of Effective Gross Income for all other fields. (3) Represents the straight-line rent through the end of term of the HPE Campus Whole Loan in March 2030. (4) The underwritten economic vacancy was 5.0%. The HPE Campus Property was 100.0% occupied as of November 1, 2020.

Market Overview and Competition. The HPE Campus Property is located along Foothills Boulevard, approximately one mile from the Roseville Bypass Expressway and five miles from Interstate 80 in Roseville, California. Roseville is an affluent suburb of Sacramento, located approximately 21.4 miles southwest of the Sacramento central business district. Roseville is home to several large office and industrial users including FedEx Ground Center, Cokeva Inc., Keysight Technologies, and TSI Semiconductors. The HPE Campus Property is located within an expanding neighborhood comprised mostly of industrial, flex, and office uses, built in the past 20 years. Residential uses are limited and include predominantly single-family homes with some apartment complexes. The HPE Campus Property is in a central location to transportation systems with access to major freeways including US Highway 50, State Highway 99, and Interstates 5 and 80. These freeways provide access to the San Francisco Bay Area to the west, Southern California to the south, Oregon and Washington to the north, and Nevada to the east. Air transportation within the Sacramento metropolitan statistical area is provided by the Sacramento International Airport, which is approximately 24.0 miles west of the HPE Campus Property.

According to the appraisal, the estimated 2019 population within a one-, three-, and five-mile radius of the HPE Campus Property was 7,081, 102,497, and 224,656, respectively, and the estimated 2019 average household income within the same radii was $127,534, $113,230, and 113,495, respectively.

According to a third-party report, the HPE Campus Property is situated within the Sacramento Office Market. As of the fourth quarter of 2019, the Sacramento office market reported a total inventory of approximately 105.5 million square feet of office space with an 8.9% vacancy rate and average asking rent of $22.92 per square foot. According to a third-party report, the HPE Campus Property is situated within the Roseville and Rocklin submarket of the Sacramento Office Market. As of the fourth quarter of 2019, the Roseville and Rocklin submarket reported a total inventory of approximately 13.2 million square feet of office space with a 9.4% vacancy rate and average asking rent of $23.04 per square foot.

Office – Suburban	Loan #6	Cut-off Date Balance:	$26,770,000
8000-8050 Foothills Boulevard	HPE Campus	Cut-off Date LTV:	64.8%
Roseville, CA 95747		U/W NCF DSCR:	2.71x
		U/W NOI Debt Yield:	9.9%

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

Office Market Rent Summary⁽¹⁾

	Sacramento Market	Roseville/Rocklin Submarket
Market Rent (PSF)⁽²⁾	$22.92	$23.04
Vacancy	8.9%	9.4%
Inventory (SF)	105,508,348	13,153,168
Net Absorption (SF)	318,146	222,947
Completions (SF)	254,216	194,000

(1)	Information obtained from the appraisal.

(2)	The rents are on a gross basis.

The following table presents certain information relating to comparable office leases to the HPE Campus Property:

Comparable Office Leases⁽¹⁾

Property Name/Location	Distance from Subject	Tenant	Year Built	Tenant Size (SF)	Lease Commencement Date	Lease Term (Yrs.)	Annual Base Rent PSF	Lease Type
HPE Campus Property Roseville, CA	Subject	Hewlett Packard Enterprise	1981	447,364⁽²⁾	May-17⁽²⁾	13.0⁽²⁾	$15.79⁽²⁾	NNN⁽²⁾
Junction Crossing Roseville, CA	0.8 miles	Listing	1998	77,803	Jan-20	NAV	$10.80	NNN
Lava Ridge Center Roseville, CA	4.8 miles	American Pacific Mortgage	2000	34,736	Oct-19	4.3	$25.20	FSG
Johnson Ranch Roseville, CA	4.8 miles	Lyon Real Estate	1988	13,543	Jun-19	5.3	$26.88	FSG
Roseville Innovation Park Roseville, CA	0.1 miles	Penumbra	1993	157,518	Mar-20	15.0	$15.00	NNN
Olympus Corporate Centre Roseville, CA	5.4 miles	Private National Mortgage	1995	15,060	Aug-18	5.4	$25.80	FSG
Douglas Corporate Center Roseville, CA	5.2 miles	Composite Engineering, Inc.	2003	40,051	Aug-18	5.3	$25.80	FSG

(1)

Information obtained from the appraisal.

(2)

Information obtained from the underwritten rent roll dated November 1, 2020.

Office – Suburban	Loan #6	Cut-off Date Balance:	$26,770,000
8000-8050 Foothills Boulevard	HPE Campus	Cut-off Date LTV:	64.8%
Roseville, CA 95747		U/W NCF DSCR:	2.71x
		U/W NOI Debt Yield:	9.9%

The following table presents certain information relating to comparable office sales to the HPE Campus Property:

Comparable Sales⁽¹⁾

Property Name/Location	Sale Date	Year Built	NRA	Sale Price	Price/ SF	NOI	NOI/SF	Cap Rate
HPE Campus Property Roseville, CA	February 2020⁽²⁾	1981	447,364	$101,300,000⁽²⁾	$226	NAV	NAV	NAV
Stoneview Plaza Roseville, CA	August 2019	2005	108,348	$24,900,000	$230	$1,668,300	$15.40	6.70%
Parkway Corporate Center Roseville, CA	February 2019	2000	287,539	$79,000,000	$275	$4,183,771	$14.55	5.30%
The Summit at Douglas Ridge Roseville, CA	August 2018	2003	185,841	$44,500,000	$239	$3,276,000	$17.63	7.36%
Stone Point Plaza Roseville, CA	June 2018	2004	96,377	$19,550,000	$203	$1,571,832	$16.31	8.04%
Eureka Corporate Center Roseville, CA	January 2018	2001	142,125	$26,000,000	$183	$1,933,873	$13.61	7.44%
Roseville Corporate Center Roseville, CA	October 2017	1999	109,241	$23,340,000	$214	$1,699,152	$15.55	7.28%

(1)

Information obtained from the appraisal.

(2)

Information obtained from the settlement statement of the HPE Campus Whole Loan.

Escrows.

Real Estate Taxes Reserve – The HPE Campus Mortgage Loan documents require ongoing monthly real estate tax reserves 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 $52,051); provided, however, that such monthly deposits are suspended so long as the Tax Escrow Waiver Requirements (as defined in the HPE Campus Mortgage Loan documents) are satisfied.

Insurance Reserve – The HPE Campus Mortgage Loan documents require ongoing monthly insurance reserves in an amount equal to 1/12 of the insurance premiums that the lender estimates will be payable during the next twelve months (initially $6,033); provided, however, that such monthly deposits are suspended so long as the Insurance Escrow Waiver Requirements (as defined in the HPE Campus Mortgage Loan documents) are satisfied.

TI/LC Reserves – During the continuance of a Cash Management Period or from and after the payment date occurring in April 2025 until the maturity date, on a monthly basis, the HPE Campus Borrower will be required to pay to the lender an amount initially equal to 1/12 of the product obtained by multiplying $1.00 by the aggregate number of rentable square feet of space in the HPE Campus Property (as defined below) (initially $37,280 per month).

Replacement Reserves – The HPE Campus Mortgage Loan documents require ongoing monthly replacement reserves in an amount initially equal to one-twelfth (1/12) of the product obtained by multiplying $0.20 by the aggregate number of rentable square feet of space in the Property (initially $7,456.07 per month). The replacement reserve is capped at $268,419.

Common Charges Reserve – The HPE Campus Borrower is required to deposit with the lender, on each payment date, an amount equal to the common charges payable by the HPE Campus Borrower under the related condominium documents that will be payable for the next calendar month. The HPE Campus Borrower is not obligated to make deposits into the common charges reserve so long as (i) no event of default has occurred and is continuing, (ii) the HPE lease is in full force and effect, (iii) HPE is required under its lease to reimburse the HPE Campus Borrower for the payment of all common charges due to the condominium board and the HPE Campus Borrower provides the lender with evidence that HPE has timely reimbursed the HPE Campus borrower for such common charges, and (iv) the HPE Campus Borrower has paid all common charges to the related condominium board and the HPE Campus Borrower provides the lender with evidence thereof prior to the applicable due date.

Lockbox and Cash Management. The HPE Campus Whole Loan is structured with a hard lockbox with springing cash management upon a Cash Management Period. At origination, the HPE Campus Borrower and property manager were required to send direction letters to tenants instructing them to deposit all rents and payments into the lockbox account controlled by the lender. All funds in the lockbox account are required to be remitted to the HPE Campus Borrower on a daily basis in the absence of a Cash Management Period. During the continuance of a Cash Management Period, all excess cash flow, after payments made in accordance with the HPE Campus Whole Loan documents for, amongst other things, debt service, required reserves and operating expenses, will be held as additional collateral for the HPE Campus Mortgage Loan.

Office – Suburban	Loan #6	Cut-off Date Balance:	$26,770,000
8000-8050 Foothills Boulevard	HPE Campus	Cut-off Date LTV:	64.8%
Roseville, CA 95747		U/W NCF DSCR:	2.71x
		U/W NOI Debt Yield:	9.9%

A Cash Management Period will commence upon the earlier of the following: (i) the occurrence and continuance of an event of default; (ii) the DSCR falling below 1.40x at the end of any calendar quarter; (iii) the commencement of a Lease Sweep Period. A “Lease Sweep Period” will commence upon the occurrence of the following, among others: (a) the payment date occurring in January 2028; (b) HPE or a replacement tenant (“Major Tenant”) discontinues its business at 25% or more of its premises (i.e., “goes dark”), gives written notice that it intends to do the foregoing, or it otherwise becomes public information that it intends to do the foregoing; (c) the date required under the HPE lease or a replacement lease (a “Major Lease”) by which the applicable Major Tenant is required to give notice of its exercise of a renewal option thereunder (and such renewal has not been so exercised), or the date that any Major Tenant gives written notice to the master lessee or the HPE Campus Borrower of its intention not to renew or extend its Major Lease; (d) any Major Lease (or any material portion thereof) is surrendered, cancelled or terminated prior to its then current expiration date or any Major Tenant gives written notice to the master lessee or the HPE Campus Borrower of its intention to terminate, surrender or cancel its Major Lease; (e) the occurrence and continuance (beyond any applicable notice and cure periods) of a default under any Major Lease by the applicable Major Tenant thereunder; (f) the occurrence of a bankruptcy or insolvency proceeding involving a Major Tenant (or its direct or indirect parent company (if any)) or the lease guarantor under any Major Lease; (g) the credit rating of Major Tenant or major tenant guarantor being downgraded below BBB- by S&P (or its functional equivalent by any other Rating Agency); or (h) the credit rating of Major Tenant or major tenant guarantor being downgraded below BB+ by S&P (or its functional equivalent by any other Rating Agency). With respect to a Lease Sweep Period caused by a matter described in clause (g) above, the Lease Sweep Period will end following the 18th payment date following the commencement of such Lease Sweep Period.

Property Management. The HPE Campus Property is managed by G&E Real Estate Management Services, Inc., a commercial real estate service company doing business as Newmark Knight Frank that provides management to office buildings, business parks, and retail shops. G&E Real Estate Management Services, Inc. serves a range of international clients, including pension funds, offshore trusts and institutions, private entities and individual investors.

Partial Release. Not permitted.

Real Estate Substitution. Not permitted.

Subordinate and Mezzanine Indebtedness. Not permitted.

Ground Lease. None.

Earthquake Insurance. The HPE Campus Property is located in Seismic Zone 3 and has a probable maximum loss of 3%. The HPE Campus Borrower is not required to obtain earthquake insurance.

Terrorism Insurance. The HPE Campus Whole Loan documents require that the “all risk” insurance policy required to be maintained by the HPE Campus Borrower provides coverage for terrorism in an amount equal to the full replacement cost of the HPE Campus Property, together with a 6-month extended period of indemnity.

Industrial – Warehouse Distribution	Loan #7 Alto Pomona	Cut-off Date Balance:	$23,625,000
2875 Pomona Boulevard		Cut-off Date LTV:	67.7%
Pomona, CA 91768		U/W NCF DSCR:	1.28x
		U/W NOI Debt Yield:	8.6%

No. 7 – Alto Pomona

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		BSPRT CMBS Finance, LLC			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/KBRA/Moody’s):		NR/NR/NR			Property Type – Subtype:	Industrial – Warehouse Distribution
Original Principal Balance:		$23,625,000			Location:	Pomona, CA
Cut-off Date Balance:		$23,625,000			Size:	288,195 SF
% of Initial Pool Balance:		3.4%			Cut-off Date Balance Per SF:	$81.98
Loan Purpose:		Acquisition			Maturity Date Balance Per SF:	$70.38
Borrower Sponsors:		Alfred R. Garcia; Margaret Garcia			Year Built/Renovated:	1982;1998/2016
Guarantors:		Alfred R. Garcia; Margaret Garcia			Title Vesting:	Fee
Mortgage Rate:		4.7000%			Property Manager:	Self-managed
Note Date:		October 22, 2019			Current Occupancy (As of):	100.0% (12/1/2020)
Seasoning:		13 months			YE 2019 Occupancy :	100.0%
Maturity Date:		November 6, 2029			YE 2018 Occupancy⁽²⁾:	NAV
IO Period:		24 months			YE 2017 Occupancy⁽²⁾:	NAV
Loan Term (Original):		120 months			YE 2016 Occupancy⁽²⁾:	NAV
Amortization Term (Original):		360 months			Appraised Value⁽³⁾:	$34,900,000
Loan Amortization Type:		Interest-only, Amortizing Balloon			Appraised Value Per SF⁽³⁾:	$121.10
Call Protection:		L(37),D(79),O(4)			Appraisal Valuation Date⁽³⁾:	October 1, 2021
Lockbox Type:		Hard/Upfront Cash Management
Additional Debt:		None			Underwriting and Financial Information⁽⁵⁾
Additional Debt Type (Balance):		NAP			TTM NOI⁽²⁾:	NAV
					YE 2019 NOI⁽²⁾:	NAV
					YE 2018 NOI⁽²⁾:	NAV
					YE 2017 NOI⁽²⁾:	NAV
Escrows and Reserves⁽¹⁾					U/W Revenues:	$2,102,671
	Initial		Monthly	Cap	U/W Expenses:	$63,080
Taxes	$84,037		$16,807	NAP	U/W NOI:	$2,039,591
Insurance	$9,306		$3,102	NAP	U/W NCF:	$1,878,201
Replacement Reserve	$0		$3,843	NAP	U/W DSCR based on NOI/NCF:	1.39x / 1.28x
TI/LC Reserve	$0		$9,607	$461,112	U/W Debt Yield based on NOI/NCF:	8.6% / 8.0%
Roof Replacement Reserve(4)	$1,000,000		$0	NAP	U/W Debt Yield at Maturity based on NOI/NCF:	10.1% / 9.3%
					Cut-off Date LTV Ratio⁽³⁾:	67.7%
					LTV Ratio at Maturity⁽³⁾:	58.1%

Sources and Uses
Sources			Uses
Original loan amount	$23,625,000	74.8%	Purchase Price	$30,100,000	95.3%
Borrower Sponsor equity	7,327,972	23.2	Upfront reserves⁽⁴⁾	1,093,344	3.5
Seller Credit(4)	625,000	2.0	Closing costs	384,628	1.2
Total Sources	$31,577,972	100.0%	Total Uses	$31,577,972	100.0%

(1)

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

(2)

Historical cash flows and occupancy are not available as the Alto Pomona Property (as defined below) was acquired in October 2019.

(3)

The Appraised Value represents the “Prospective Market Value upon Stabilization” value of $34,900,000, which assumes that the sole tenant, Alto Systems (as defined below) occupies 56% of the Alto Pomona Property (as defined below) and subleases 44% of the Alto Pomona Property to Yamamotoyama U.S.A. (“YMY”). As of November 20, 2020, Alto Systems occupies 174,960 SF at the Alto Pomona Property. From January 1, 2021 until October 31, 2025, Alto Systems will occupy 161,236 SF and its subtenant, YMY, will occupy 126,959 SF. YMY has taken possession of 113,235 SF and is beginning to build out its racking. Once completed, YMY will move in product and occupy its full space. The appraiser also concluded to an “Hypothetical Market Value as if Roof Replaced” appraised value of $31,600,000, which assumes that the roof at the Alto Pomona Property has been replaced. At origination, $1,000,000 was reserved for roof replacement work. The Cut-off LTV Ratio and LTV Ratio at Maturity based on the $31,600,000 “Hypothetical Market Value as if Roof Replaced” appraised value are 74.8% and 64.2%, respectively. The “As-Is” appraised value for the Alto Pomona Property is $30,800,000. The Cut-off Date LTV Ratio and LTV Ratio at Maturity based on the $30,800,000 “As-Is” appraised value are 76.7% and 65.9%, respectively.

(4)

As part of the acquisition, the Alto Pomona Borrower (as defined below) received a $625,000 roof repair credit that partially funded the Roof Replacement Reserve.

(5)

All NOI, NCF and occupancy information, as well as the appraised value, were determined prior to the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, and all DSCR, LTV and Debt Yield metrics were calculated, and the Alto Pomona Mortgage Loan was underwritten, based on such prior information. See “Risk Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

Industrial – Warehouse Distribution	Loan #7 Alto Pomona	Cut-off Date Balance:	$23,625,000
2875 Pomona Boulevard		Cut-off Date LTV:	67.7%
Pomona, CA 91768		U/W NCF DSCR:	1.28x
		U/W NOI Debt Yield:	8.6%

The Mortgage Loan. The mortgage loan (the “Alto Pomona Mortgage Loan”) is evidenced by two pari passu promissory notes with an aggregate original principal balance of $23,625,000 secured by a first mortgage encumbering the fee interest in a 288,195 square foot (“SF”) industrial warehouse distribution building located in Pomona, California (the “Alto Pomona Property”).

The Borrower and Borrower Sponsors. The borrower is Volante Properties LLC (the “Alto Pomona Borrower”), a California limited liability company and single purpose entity with one independent director. The Alto Pomona Property is subject to a triple net master lease between the Alto Pomona Borrower, as landlord, and Alto Systems, Inc. (“Alto Systems”), as tenant. Alto Systems is 100% owned and controlled by the borrower sponsors and non-recourse carveout guarantors, Alfred R. Garcia and Margaret Garcia. Legal counsel to the Alto Pomona Borrower delivered a non-consolidation opinion in connection with the origination of the Alto Pomona Mortgage Loan.

Alfred R. Garcia is the president and founder of Alto Systems, which was founded in 1982. Alfred R. Garcia has been an active participant in the transportation industry for over 39 years and has been involved in various California transportation organizations, most notably serving as the President of the California Trucking Association. Alfred R. Garcia, along with his wife Margaret Garcia, have provided a joint and several personal guaranty for the Alto System lease. In addition to the Alto Pomona Property, Alfred R. Garcia and Margaret Garcia together own four properties totaling $32.3 million in value.

The Property. Built in two phases in 1982 and 1998, the Alto Pomona Property is a 288,195 SF industrial warehouse distribution building located in Pomona, California. The Alto Pomona Property was originally built as two separate buildings and later connected by a third building. Situated on a 9.5 acre site, the Alto Pomona Property features clear heights ranging from 18’ to 30’ and is serviced by 14 dock high loading doors and two ground loading doors. The vast majority of the space at the Alto Pomona Property is used for warehouse purposes and 6.8% of the space has an office buildout. The Alto Pomona Property was renovated in 2016, which consisted of renovation to the office areas.

The seller had occupied the Alto Pomona Property as the sole tenant since its construction in 1982. At origination of the Alto Pomona Mortgage Loan, Alto Systems (an affiliate of the Alto Pomona Borrower), signed a 15-year, triple net lease for 100% of the Alto Pomona Property that commenced October 18, 2019 and expires on December 31, 2034 with no termination options. The seller needed additional time to vacate the Alto Pomona Property and signed a 12-month sublease commencing on October 21, 2019 and expiring on September 30, 2020. In September 2020, the seller fully vacated the Alto Pomona Property.

As of December 1, 2020, the Alto Pomona Property was fully leased to Alto Systems. As of November 20, 2020, Alto Systems occupies 174,960 SF at the Alto Pomona Property. From January 1, 2021 until October 31, 2025, Alto Systems will occupy 161,236 SF and its subtenant, YMY, will occupy 126,959 SF. YMY has taken possession of 113,235 SF and is beginning to build out its racking. Once completed, YMY will move in product and occupy its full space.

Sole Tenant.

Alto Systems (288,195 SF; 100.0% of net rentable area; 100.0% of underwritten base rent; 12/31/2034 lease expiration) – Alto Systems commenced a lease on October 18, 2019. Alto Systems, Inc. is one of four subsidiaries of The Alto Group. The Alto Group is an assortment of business entities focused on various aspects of the transportation industry, providing solutions for distribution and logistics needs of businesses. Founded in 1982, Alto Systems serves as a major provider of third party logistics to local and national companies due to the company’s specialized knowledge and proven success in retail and club store packaging and distribution. Distribution services offered by Alto Systems include transportation, public warehousing, contract warehousing, packaging, assembly, transloading, secured caged storage and short and long term storage. Alto Systems’ headquarter building located adjacent to the Alto Pomona Property, which features 190,000 SF of warehouse distribution space.

YMY subleases 126,959 SF at the Alto Pomona Property with a sublease that commenced on November 1, 2020 and expires on October 31, 2025 with the option to extend for up to two additional periods of five years each. YMY’s headquarter building of 57,042 SF is located adjacent to the Alto Pomona Property and YMY will benefit from the dock doors provided at the Alto Pomona Property, as its headquarters do not provide such. Founded in Tokyo in 1690 and established in the USA in 1975, YMY is a family-owned company specializing in the production and sale of green tea and nori seaweed.

Industrial – Warehouse Distribution	Loan #7 Alto Pomona	Cut-off Date Balance:	$23,625,000
2875 Pomona Boulevard		Cut-off Date LTV:	67.7%
Pomona, CA 91768		U/W NCF DSCR:	1.28x
		U/W NOI Debt Yield:	8.6%

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

Major Tenants

Tenant Name	Credit Rating (Fitch/Moody’s/S&P)	Tenant NRSF	% of NRSF	Annual U/W Base Rent PSF	Annual U/W Base Rent⁽¹⁾	% of Total Annual U/W Base Rent	Lease Expiration Date	Extension Options	Termination Option (Y/N)
Alto Systems⁽²⁾⁽³⁾	NR/NR/NR	288,195	100.0%	$7.68	$2,213,338	100.0%	12/31/2034	None	N
Occupied Collateral Total		288,195	100.0%	$7.68	$2,213,338	100.0%

Vacant Space		0	0.0%

Collateral Total		288,195	100.0%

(1)

Information obtained from the underwritten rent roll.

(2)

The lease is fully guaranteed by Alfred R. Garcia and Margaret Garcia on a joint and several basis.

(3)

Alto Systems subleases approximately 126,959 SF to YMY at base rent of $7.86 per SF. YMY is subject to a rent abatement of $166,320 with respect to the base rent payable for January 2021 and February 2021 as long as the subtenant is not in default beyond any applicable cure period under any of the provisions of its sublease.

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

Lease Expiration Schedule ⁽¹⁾

Year Ending December 31,	No. of Leases Expiring	Expiring NRSF	% of Total NRSF	Cumulative Expiring NRSF	Cumulative % of Total NRSF	Annual U/W Base Rent⁽²⁾	% of Total Annual U/W Base Rent	Annual U/W Base Rent PSF⁽²⁾
MTM	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2020	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2021	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2022	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2023	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2024	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2025	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2026	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2027	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2028	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2029	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
2030	0	0	0.0%	0	0.0%	$0	0.0%	$0.00
Thereafter	1	288,195	100.0%	288,195	100.0%	$2,213,338	100.0%	$7.68
Vacant	0	0	0.0%	288,195	100.0%	$0	0.0%	$0.00
Total/Weighted Average	1	288,195	100.0%			$2,213,338	100.0%	$7.68

(1)

Information obtained from the underwritten rent roll.

The following table presents historical occupancy percentages at the Alto Pomona Property:

Historical Occupancy

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

(1)	Historical occupancy figures are not available as the Alto Pomona Property was acquired in October 2019.

(2)	Information obtained from the underwritten rent roll.

COVID-19 Update. As of November 17, 2020, the Alto Pomona Property is open and operating. Alto Systems has paid rent in full for the months of September, October and November. The Alto Pomona Borrower has made all debt service payments through the November payment date. As of the date hereof, the Alto Pomona Mortgage Loan is not subject to any modification or forbearance request.

Industrial – Warehouse Distribution	Loan #7 Alto Pomona	Cut-off Date Balance:	$23,625,000
2875 Pomona Boulevard		Cut-off Date LTV:	67.7%
Pomona, CA 91768		U/W NCF DSCR:	1.28x
		U/W NOI Debt Yield:	8.6%

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

Cash Flow Analysis⁽¹⁾

	U/W	%⁽²⁾	U/W $ per SF
Base Rent	$ 2,213,338	100.0%	$7.68
Contractual Rent Steps	0	0.0	0.00
Grossed Up Vacant Space	0	0.0	0.00
Gross Potential Rent	$ 2,213,338	100.0%	$7.68
Total Recoveries	0	0.0	0.00
Net Rental Income	$ 2,213,338	100.0%	$7.68
(Vacancy & Credit Loss)	(110,667)⁽³⁾	(5.0)	(0.38)
Effective Gross Income	$2,102,671	95.0%	$7.30

Real Estate Taxes	0	0.0	0.00
Insurance	0	0.0	0.00
Management Fee	63,080	3.0	0.22
Other Operating Expenses	0	0.0	0.00
Total Operating Expenses	$63,080	3.0%	$0.22

Net Operating Income	$2,039,591	97.0%	$7.08
Replacement Reserves	46,111	2.2	0.16
TI/LC	115,278	5.5	0.40
Net Cash Flow	$1,878,201	89.3%	$6.52

NOI DSCR	1.39x
NCF DSCR	1.28x
NOI Debt Yield	8.6%
NCF Debt Yield	8.0%

(1)	Historical financials are not available as the Alto Pomona Property was acquired in October 2019.

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

(3)	The underwritten economic vacancy is 5.0%. The Alto Pomona Property is 100.0% leased as of December 1, 2020.

Appraisal. The appraiser concluded to a “Prospective Market Value at Stabilization” for the Alto Pomona Property of $34,900,000 as of October 1, 2021, which assumes that Alto Systems occupies 56% of the Alto Pomona Property and subleases 44% of the Alto Pomona Property to YMY. The appraiser also concluded to a “Hypothetical Market Value as if Roof Replaced” appraised value of $31,600,000, which assumes that the roof at the Alto Pomona Property has been replaced. At origination, $1,000,000 was reserved for roof replacement work. The Cut-off LTV Ratio and LTV Ratio at Maturity based on the $31,600,000 “Hypothetical Market Value as if Roof Replaced” appraised value are 74.8% and 64.2%, respectively. The appraiser concluded to an “as-is” appraised value of $30,800,000 as of April 7, 2020. The Cut-off Date LTV Ratio and LTV Ratio at Maturity based on the $30,800,000 “As-Is” appraised value are 76.7% and 65.9%, respectively.

Environmental Matters. According to a Phase I environmental site assessment dated October 8, 2019, there was no evidence of any recognized environmental conditions at the Alto Pomona Property.

Market Overview and Competition. The Alto Pomona Property is located in Pomona, California, within Los Angeles County. The city of Pomona has connectivity to ports and is the logistics hub of the Inland Empire. The Inland Empire benefits from its proximity to the coastal regions of Los Angeles and Orange County, specifically the Ports of Los Angeles and Long Beach, and serves as a distribution and manufacturing epicenter in the area. The Alto Pomona Property is located on the north side of Pomona Boulevard within the industrial district. The Alto Pomona Property is located west of the 57 Freeway, north of the 60 Freeway and less than a mile south of Interstate 10. Interstate 10 is the southernmost cross-county interstate highway stretching from the Pacific Ocean through to Jacksonville, Florida and has an average daily traffic count of 289,000.

According to a third-party market report, the estimated 2020 population within a one-, three- and five-mile radius of the Alto Pomona Property was 8,178, 97,682 and 336,708, respectively; and the estimated 2020 average household income within the same radii was $73,206, $99,945 and $99,334, respectively.

Industrial – Warehouse Distribution	Loan #7 Alto Pomona	Cut-off Date Balance:	$23,625,000
2875 Pomona Boulevard		Cut-off Date LTV:	67.7%
Pomona, CA 91768		U/W NCF DSCR:	1.28x
		U/W NOI Debt Yield:	8.6%

Submarket Information - According to a third-party market report, the Alto Pomona Property is located in the East Los Angeles/Covina/ Pomona Corridor submarket within the Los Angeles warehouse distribution market. As of the third quarter 2020, the East Los Angeles/Covina/Pomona Corridor warehouse distribution submarket reported a total inventory of approximately 87.9 million SF, with a 6.4% vacancy rate and average asking rents of $7.71 per SF.

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

Market Rent Summary⁽¹⁾

	Industrial
Market Rent (PSF)	$7.80
Lease Term (Years)	5
Lease Type (Reimbursements)	NNN
Rent Increase Projection	3.00%/year

(1)	Information obtained from the appraisal.

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

Comparable Sales⁽¹⁾

Property Name	Location	Rentable Area (SF)	Sale Date	Sale Price	Sale Price (PSF)
611 Reyes	City of Industry, CA	166,000	Jul-19	$23,418,000	$141
1651 South Archibald Avenue	Ontario, CA	200,008	Feb-19	$26,575,000	$133
4980 Eucalyptus Avenue	Chino, CA	182,000	Jun-18	$23,300,000	$128
11350 Riverside Drive	Mira Loma, CA	250,000	Feb-18	$31,500,000	$126
701 Malaga Place	Ontario, CA	246,757	May-18	$30,770,000	$125
11077 Rush Street	South El Monte, CA	159,780	Feb-20	$20,150,000	$126

(1)	Information obtained from the appraisal.

Industrial – Warehouse Distribution	Loan #7 Alto Pomona	Cut-off Date Balance:	$23,625,000
2875 Pomona Boulevard		Cut-off Date LTV:	67.7%
Pomona, CA 91768		U/W NCF DSCR:	1.28x
		U/W NOI Debt Yield:	8.6%

The following table presents certain information relating to comparable leases to those at the Alto Pomona Property:

Comparable Leases⁽¹⁾

Property Name/Location	Year Built/ Renovated	Total GLA (SF)	Distance from Subject	Tenant	Tenant Size	Lease Term	Annual Base Rent PSF	Lease Type
3549-3553 Placentia Court Chino, CA	1986	60,374	6.5 miles	King Speed, LLC	60,374 SF	5.1 Yrs	$10.20	MG
1258 South Reservoir Street Pomona, CA	2018	74,052	5.2 miles	Worldpac	74,052 SF	7.0 Yrs	$9.84	MG
3300 Birch Street Brea, CA	2016	218,648	12.9 miles	Amore Pacific USA, Inc.	111,679 SF	5.2 Yrs	$8.88	NNN
825 Sentous Avenue City of Industry, CA	1983	64,900	6.2 miles	Johnsons Premium	64,900 SF	5.1 Yrs	$8.64	NNN
15650 Salt Lake Avenue City of Industry, CA	1973	213,075	13.4 miles	Linemart	110,000 SF	4.0 Yrs	$7.80	NNN
1225 Imperial Highway Brea, CA	2016	367,194	13.8 miles	Worldpac	240,513 SF	10.0 Yrs	$7.80	NNN
3355 East Cedar Street Ontario, CA	2001	436,636	15.3 miles	Henkel US Operations	436,945 SF	3.0 Yrs	$6.60	NNN
9129 Remington Avenue Chino, CA	2020	280,790	16.5 miles	El & El Wood Products	280,790 SF	10.3 Yrs	$7.68	NNN

(1)	Information obtained from the appraisal.

Escrows.

Real Estate Taxes – The Alto Pomona Mortgage Loan documents require an upfront real estate tax reserve of $84,037 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 estimated at $16,807).

Insurance – The Alto Pomona Mortgage Loan documents require an upfront insurance reserve of $9,306 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 twelve months (initially estimated at $3,102).

Replacement Reserves – The Alto Pomona Mortgage Loan documents require ongoing monthly replacement reserves of $3,843.

TI/LC Reserve – The Alto Pomona Mortgage Loan documents require ongoing monthly tenant improvement and leasing commissions reserves of $9,607, subject to a cap of $461,112.

Roof Replacement Reserve – The Alto Pomona Mortgage Loan documents require an upfront reserve of $1,000,000 associated with the roof replacement at the Alto Pomona Property. An event of default will occur if the roof is not replaced by October 22, 2021.

Lockbox and Cash Management. The Alto Pomona Mortgage Loan is structured with a hard lockbox and upfront cash management. The Alto Pomona Mortgage Loan documents require that the Alto Pomona Borrower establish and maintain a lender-controlled lockbox account, which is already in place, and that the Alto Pomona Borrower direct the tenant to pay rent directly into such lockbox account. The Alto Pomona Mortgage Loan documents also require that all rents received by the Alto Pomona Borrower or the property manager be deposited into the lockbox account within one business day of receipt. All funds in the lockbox account are required to be swept each business day into a 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 Alto Pomona Mortgage Loan documents. If no Cash Sweep Period Event (as defined below) is continuing, any excess cash flow (after payment of required monthly reserve deposits, debt service payment, operating expenses and cash management bank fees) will be disbursed to the Alto Pomona Borrower. During a Cash Sweep Period Event, any excess cash flow is required to be swept to an excess cash flow subaccount to be held by the lender as additional security for the Alto Pomona Mortgage Loan during the continuance of the Cash Sweep Period Event.

A “Cash Sweep Period Event” will commence upon the occurrence of the following:

(i)

an event of default;

(ii)

the debt service coverage ratio being less than 1.15x;

Industrial – Warehouse Distribution	Loan #7 Alto Pomona	Cut-off Date Balance:	$23,625,000
2875 Pomona Boulevard		Cut-off Date LTV:	67.7%
Pomona, CA 91768		U/W NCF DSCR:	1.28x
		U/W NOI Debt Yield:	8.6%

(iii)

a Specified Tenant Sweep Event (as defined below); or

(iv)

a Subtenant Sweep Event (as defined below)

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

●

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

●

with regard to clause (ii) above, the debt service coverage ratio being greater than or equal to 1.25x for two consecutive calendar quarters; and

●

with regard to clause (iii) above, the cure of such Specified Tenant Sweep Event; and

●

with regard to clause (iv) above, the cure of such Subtenant Sweep Event.

A “Specified Tenant” means, individually and collectively, Alto Systems, and any replacement tenant occupying all or portion of the space at the Alto Pomona Property.

A “Specified Tenant Sweep Event” will commence upon the occurrence of the following:

(i)

a Specified Tenant going dark, vacating or otherwise failing to occupy 50% or more of its space or giving notice of its intent to do any of the foregoing;

(ii)

any bankruptcy or insolvency of a Specified Tenant; or

(iii)

a Specified Tenant terminating, cancelling or surrendering its lease, or giving notice of its intent to do any of the foregoing.

A Specified Tenant Sweep Event will end upon the occurrence of:

●

with regard to clause (i) above, (x) a Specified Tenant Re-Tenanting Event or (y) (a) the Specified Tenant resuming ordinary course business operations at all of its leased space and (b) the Specified Tenant delivering to the lender an acceptable tenant estoppel certificate;

●

with regard to clause (ii) above, (x) a Specified Tenant Re-Tenanting Event or (y) (a) the Specified Tenant no longer being insolvent or subject to any bankruptcy or insolvency proceedings and affirming its lease pursuant to a final, non-appealable order of a court of competent jurisdiction; and

●

with regard to clause (iii) above, (x) a Specified Tenant Re-Tenanting Event or (y) (a) the Specified Tenant revoking any notification of any termination, cancellation or surrender of its lease and resuming ordinary course business operations at all of its leased space and (b) the Specified Tenant delivering to the lender an acceptable tenant estoppel certificate.

A “Specified Tenant Re-Tenanting Event” will occur when the Alto Pomona Borrower has delivered to the lender: (i) evidence satisfactory to the lender that the entire space leased to the Specified Tenant has been leased to one or more replacement tenants pursuant to one or more leases that contain terms and conditions acceptable to the lender and (ii) tenant estoppel(s) in form and substance acceptable to the lender.

A “Subtenant” means, individually and collectively, Yamamotoyama of Orient d/b/a Yamamotoyama U.S.A. (and any parent company of any of the foregoing, and any guarantor of any such subtenant’s sublease), and any replacement tenant occupying all or portion of the space at the Alto Pomona Property.

A “Subtenant Sweep Event” will commence upon the occurrence of the following:

(i)

a Subtenant going dark, vacating or otherwise failing to occupy 50% or more of its space or giving notice of its intent to do any of the foregoing;

(ii)

any bankruptcy or insolvency of a Subtenant; or

(iii)

a Subtenant terminating, cancelling or surrendering its lease, or giving notice of its intent to do any of the foregoing.

A Subtenant Sweep Event will end upon the occurrence of:

●

with regard to clause (i) above, (x) a Subtenant Re-Tenanting Event, (y) funds equal to the sum of one-year’s base rent payable under the sublease to subtenant being deposited into the Lease Sweep Reserve account or (z) (a) the Subtenant resuming occupancy and normal business operations at all of its leased space and (b) the Specified Tenant delivering to the lender an acceptable tenant estoppel certificate;

●

with regard to clause (ii) above, (x) a Subtenant Re-Tenanting Event, (y) funds equal to the sum of one-year’s base rent payable under the sublease to subtenant being deposited into the Lease Sweep Reserve account or (z) the Subtenant no longer being insolvent or subject to any bankruptcy or insolvency proceedings and affirming its sublease pursuant to a final, non-appealable order of a court of competent jurisdiction; and

●

with regard to clause (iii) above, (x) a Subtenant Re-Tenanting Event, (y) funds equal to the sum of one-year’s base rent payable under the sublease to subtenant being deposited into the Lease Sweep Reserve account or (z) (a) the Subtenant revoking any notification of any termination, cancellation or surrender of its sublease and resuming ordinary course business operations at all of its leased space and (b) the Subtenant delivering to the lender an acceptable tenant estoppel certificate.

A “Subtenant Re-Tenanting Event” will occur when the Alto Pomona Borrower has delivered to the lender: (i) evidence satisfactory to the lender that the entire space leased to the Subtenant has been leased to one or more replacement tenants pursuant to one or more subleases that contain terms and conditions acceptable to the lender and (ii) tenant estoppel(s) in form and substance acceptable to the lender.

Industrial – Warehouse Distribution	Loan #7 Alto Pomona	Cut-off Date Balance:	$23,625,000
2875 Pomona Boulevard		Cut-off Date LTV:	67.7%
Pomona, CA 91768		U/W NCF DSCR:	1.28x
		U/W NOI Debt Yield:	8.6%

Property Management. The Alto Pomona Property is self-managed.

Partial Release. Not permitted.

Real Estate Substitution. Not permitted.

Subordinate and Mezzanine Indebtedness. None.

Ground Lease. None.

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

Earthquake Insurance. A seismic risk assessment dated September 10, 2019 indicated a probable maximum loss of 14%. Earthquake insurance is not required.

Retail – Anchored	Loan #8	Cut-off Date Balance:	$22,650,000
15905-16381 Northwest 57th Avenue	Palmetto Plaza	Cut-off Date LTV:	64.3%
Miami Gardens, FL 33014		U/W NCF DSCR:	1.66x
		U/W NOI Debt Yield:	9.7%

Retail – Anchored	Loan #8	Cut-off Date Balance:	$22,650,000
15905-16381 Northwest 57th Avenue	Palmetto Plaza	Cut-off Date LTV:	64.3%
Miami Gardens, FL 33014		U/W NCF DSCR:	1.66x
		U/W NOI Debt Yield:	9.7%

No. 8 – Palmetto Plaza

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		Barclays Capital Real Estate Inc.			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/KBRA/Moody’s):		NR/NR/NR			Property Type – Subtype:	Retail – Anchored
Original Principal Balance:		$22,650,000			Location:	Miami Gardens, FL
Cut-off Date Balance:		$22,650,000			Size:	175,035 SF
% of Initial Pool Balance:		3.3%			Cut-off Date Balance Per SF:	$129.40
Loan Purpose:		Acquisition			Maturity Date Balance Per SF:	$116.99
Borrower Sponsors:		Michael Lapointe; Adam Greenberg; Amit Raizada			Year Built/Renovated:	1978 / 2016
Guarantors:		Michael Lapointe; Adam Greenberg; Amit Raizada			Title Vesting:	Fee
Mortgage Rate:		3.7800%			Property Manager:	Crossman & Company
Note Date:		March 13, 2020			Current Occupancy (As of)⁽²⁾:	90.5% (8/31/2020)
Seasoning:		8 months			YE 2019 Occupancy:	100.0%
Maturity Date:		April 6, 2030			YE 2018 Occupancy:	98.5%
IO Period:		60 months			YE 2017 Occupancy:	97.1%
Loan Term (Original):		120 months			YE 2016 Occupancy:	97.7%
Amortization Term (Original):		360 months			As-Is Appraised Value⁽³⁾:	$35,200,000
Loan Amortization Type:		Interest-only, Amortizing Balloon			As-Is Appraised Value Per SF⁽³⁾:	$201.10
Call Protection:		L(32),D(81),O(7)			As-Is Appraisal Valuation Date:	January 21, 2020
Lockbox Type:		Springing
Additional Debt:		None			Underwriting and Financial Information
Additional Debt Type (Balance):		NAP			NOI (Annualized 4 7/31/2020):	$2,250,224
					YE 2019 NOI:	$2,377,120
					YE 2018 NOI⁽⁴⁾:	$2,262,689
					YE 2017 NOI⁽⁴⁾:	$1,975,102
					U/W Revenues:	$2,995,067
Escrows and Reserves⁽¹⁾					U/W Expenses:	$795,545
	Initial		Monthly	Cap	U/W NOI:	$2,199,522
Immediate Repairs	$94,375		$0	NAP	U/W NCF:	$2,091,215
Taxes	$222,701		$37,117	NAP	U/W DSCR based on NOI/NCF:	1.74x / 1.66x
Insurance	$17,145		$8,572	NAP	U/W Debt Yield based on NOI/NCF:	9.7% / 9.2%
Replacement Reserve	$200,000		Springing	NAP	U/W Debt Yield at Maturity based on NOI/NCF:	10.7% / 10.2%
TI/LC Reserve	$872,789		$14,586	$750,000	Cut-off Date LTV Ratio⁽³⁾:	64.3%
Tenant Specific Upfront Rollover Reserve	$125,336		$0	NAP	LTV Ratio at Maturity⁽³⁾:	58.2%
Free Rent	$46,443		$0	NAP

Sources and Uses
Sources			Uses
Mortgage Loan	$22,650,000	63.4%	Purchase Price	$33,600,000	94.0%
Borrower Equity	13,084,676	36.6	Upfront Reserves	1,578,789	4.4
			Closing Costs	555,887	1.6
Total Sources	$35,734,676	100.0%	Total Uses	$35,734,676	100.0%

(1)

See “Escrows” section below.

(2)

Current Occupancy includes two tenants, Top Cuttaz Barbershop and Hertz, which were underwritten as vacant by the lender due to the fact that Top Cuttaz Barbershop was behind on its rent pre-COVID-19 and Hertz’s parent company filed for bankruptcy. Both tenants are current on their lease obligations and made their October 2020 payment. If those tenants are excluded, it results in an occupancy of 86.8%.

(3)

The appraised value was determined prior to the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, and all LTV metrics were calculated based on such prior information. See “Risk Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

(4)

The increase from YE 2017 NOI to YE 2018 NOI was mainly due to the increase in occupancy and the increase in rental rates charged to the tenants that signed leases during 2017.

The Mortgage Loan. The mortgage loan (the “Palmetto Plaza Mortgage Loan”) is evidenced by a single promissory note secured by a first mortgage encumbering the fee interest in a 175,035 square foot retail building in Miami Gardens, Florida (the “Palmetto Plaza Property”).

The Borrowers and Borrower Sponsors. The borrower comprises two tenants-in-common: Core Palmetto Owner, LLC and TRG SBV II Owner LLC, each a single purpose Delaware limited liability company with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Palmetto Plaza Mortgage Loan. Michael LaPointe, Adam

Retail – Anchored	Loan #8	Cut-off Date Balance:	$22,650,000
15905-16381 Northwest 57th Avenue	Palmetto Plaza	Cut-off Date LTV:	64.3%
Miami Gardens, FL 33014		U/W NCF DSCR:	1.66x
		U/W NOI Debt Yield:	9.7%

Greenberg and Amit Raizada are the borrower sponsors and guarantors of certain nonrecourse carve-outs and environmental indemnities under the Palmetto Plaza Mortgage Loan.

Michael LaPointe and Adam Greenberg, are both principals of Core Investment Properties Fund, a private investor or primarily value add retail and office properties located in primary and secondary metropolitan statistical area markets of Florida and the southeastern United States. Michael LaPointe and Adam Greenberg have over $500 million of principal experience and $8 billion total commercial real estate transaction experience combined. Amit Raizada is an experienced private equity manager, who has managed successful investments in more than 60 companies. He founded Spectrum Business Ventures in 2002 and has built a portfolio of 60+ companies in technology, finance, energy, e-sports, retail, beverage and food, and hospitality.

The Property. The Palmetto Plaza Property consists of a 175,035 square foot grocery anchored retail center situated on 11.9 acres in Miami Gardens, Florida. The Palmetto Plaza Property is comprised of four separate single-story retail buildings that were built between 1978 to 1981 and underwent renovations to convert the buildings from industrial to retail use in 2016. The Palmetto Plaza Property is located approximately 0.3 miles from the Palmetto Expressway, one of the busiest traffic corridors in South Florida, and is surrounded by many retailers, including a Home Depot-anchored shopping center to the north and an Office Depot-anchored shopping center across the street. According to a third party report, the traffic count at the intersection of N. Red Road and NW 163rd Street is 49,668 vehicles per day, while the traffic count at the intersection of N. Red Road and Palmetto Expressway’s is 152,807 vehicles per day. There are 466 parking spaces (resulting in a ratio of 2.7 spaces per 1,000 square feet) at the Palmetto Plaza Property. As of August 31, 2020, the Palmetto Plaza Property was 90.5% leased by 34 tenants, 12 of which have been in occupancy at the Palmetto Plaza Property for at least 10 years and 10 of the tenants have renewed their leases in the past two years.

Major Tenants.

Aldi Supermarket (19,309 square feet; 11.0% of NRA; 11.9% of underwritten base rent; 7/31/2026 lease expiration) - Aldi Supermarket (“Aldi”) is a German family-owned discount supermarket chain that operates over 10,000 stores around the world, with 2,000 U.S. stores across 36 states. Aldi has been a tenant at the Palmetto Plaza Property since 2016, with four, five-year renewal options and no termination options.

Rise Fitness (19,747 square feet; 11.3% of NRA; 8.8% of underwritten base rent; 2/28/2030 lease expiration) - Rise Fitness is a family-owned community gym, which has been owned and operated by Wayne and Julie Yetman since 2008. Rise Fitness offers free weights, cardio machines and other fitness equipment and classes. Rise Fitness has a 10-year lease with an expiration of February 2030 and no termination options. Rise Fitness has been a tenant at the Palmetto Plaza Property since 2014 and in 2020 extended its lease through February 2030.

Little Tigers Day Care (10,080 square feet; 5.8% of NRA; 5.4% of underwritten base rent; 12/31/2030 lease expiration) - Little Tigers Day Care is a child care facility offering day care, preschool, and after school programs for children from two months to kindergarteners. Little Tigers Day Care has been a tenant at the Palmetto Plaza Property since 2016 on a 10.6-year lease with an expiration of December 2030 with no termination options. Little Tigers Day Care recently expanded by 2,500 square feet in conjunction with its lease renewal through 2030. Little Tigers Day Care has a capacity of approximately 178 children, and this expansion will increase its capacity.

Dollar Tree (10,080 square feet; 5.8% of NRA; 4.9% of underwritten base rent; 8/31/2023 lease expiration; NASDAQ: DLTR) - Founded in 1986, Dollar Tree operates discount variety retail stores through two segments, Dollar Tree and Family Dollar. Dollar Tree, a Fortune 200 Company, operates approximately 15,115 stores across 48 states and five Canadian provinces. Stores operate under the brands of Dollar Tree, Family Dollar, and Dollar Tree Canada. Dollar Tree has been a tenant at the Palmetto Plaza Property since 2018 on a five-year lease with four, five-year renewal options and no termination options.

Auto Painting USA (7,780 square feet; 4.4% of NRA; 4.4% of underwritten base rent; 9/30/2023 lease expiration) - Auto Painting USA offers a variety of auto services ranging from body repair to rental car assistance. Auto Painting USA has been in business for over 43 years and operates three locations throughout Southern Florida. Auto Painting USA has been a tenant at the Palmetto Plaza Property since 2013 and renewed its lease in 2018 with one remaining five-year renewal option and no termination options.

COVID-19 Update. As of November 13, 2020, the Palmetto Plaza Property is open and operating with safety precautions in place. The November debt service payment has been made. Approximately 97.1% of the tenants by count have paid full rent for November representing approximately 97.7% of the square footage and 99.3% of underwritten base rent. Only three tenants at the property, Rise Fitness (8.8% of underwritten base rent), Affordable Dentures (2.5% of underwritten base rent), and Hamilton Ink (2.1% of underwritten base rent) received any type of rent relief. All three tenants are open for business and paid their November rent obligations. As of the date hereof, the Palmetto Plaza Mortgage Loan is not subject to any modification or forbearance request.

Retail – Anchored	Loan #8	Cut-off Date Balance:	$22,650,000
15905-16381 Northwest 57th Avenue	Palmetto Plaza	Cut-off Date LTV:	64.3%
Miami Gardens, FL 33014		U/W NCF DSCR:	1.66x
		U/W NOI Debt Yield:	9.7%

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

Major Tenants⁽¹⁾

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⁽³⁾	% of Total Annual U/W Base Rent	Lease Expiration Date	Extension Options	Termination Option (Y/N)
Major Tenants
Aldi Supermarket	NR/NR/NR	19,309	11.0%	$15.79	304,889	11.9%	07/31/2026	4, 5-year	N
Rise Fitness	NR/NR/NR	19,747	11.3%	$11.33	$223,734	8.8%	02/28/2030	NAP	N
Little Tigers Day Care	NR/NR/NR	10,080	5.8%	$13.74	138,490	5.4%	12/31/2030	NAP	N
Dollar Tree	NR/Baa2/BBB-	10,080	5.8%	$12.50	126,000	4.9%	08/31/2023	4, 5-year	N
Auto Painting USA	NR/NR/NR	7,780	4.4%	$14.28	111,073	4.4%	09/30/2023	1, 5-year	N
Total Major Tenants		66,996	38.3%	$13.50	$904,185	35.4%

Non-Major Tenants⁽⁴⁾		91,454	52.2%	$19.41	$1,648,730	64.6%

Occupied Collateral Total⁽⁴⁾		158,450	90.5%	$16.80	$2,552,915	100.0%

Vacant Space⁽⁴⁾		16,585	9.5%

Collateral Total		175,035	100.0%

(1)

Major Tenants are sorted in descending order by Annual U/W Base Rent.

(2)

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

(3)

Annual U/W Base Rent includes contractual rent steps through September 2021 of $145,113.

(4)

Non-Major Tenants includes two tenants in physical occupancy representing 3.7% of NRA. Top Cuttaz Barbershop and Hertz were underwritten as vacant by the lender due to the fact that Top Cuttaz Barbershop was behind on its rent pre-COVID-19 and Hertz’s parent company filed for bankruptcy. Both tenants are current on their lease obligations and made their October 2020 payment. No Annual U/W Base Rent was attributed to these tenants and their SF was excluded from Annual U/W Base Rent PSF.

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

Lease Expiration Schedule^(1)(2)(3)

Year Ending December 31,	No. of Leases Expiring	Expiring NRSF	% of Total NRSF	Cumulative Expiring NRSF	Cumulative % of Total NRSF	Annual U/W Base Rent	% of Total Annual U/W Base Rent	Annual U/W Base Rent PSF
MTM	3	7,560	4.3%	7,560	4.3%	$120,252	4.7%	$15.91
2020	0	0	0.0%	7,560	4.3%	$0	0.0%	$0.00
2021	3	5,120	2.9%	12,680	7.2%	$123,095	4.8%	$24.04
2022	8	28,120	16.1%	40,800	23.3%	$503,734	19.7%	$20.88
2023	3	20,380	11.6%	61,180	35.0%	$282,080	11.0%	$13.84
2024	7	25,228	14.4%	86,408	49.4%	$320,470	12.6%	$14.11
2025	4	12,826	7.3%	99,234	56.7%	$327,996	12.8%	$25.57
2026	3	26,869	15.4%	126,103	72.0%	$467,615	18.3%	$17.40
2027	0	0	0.0%	126,103	72.0%	$0	0.0%	$0.00
2028	0	0	0.0%	126,103	72.0%	$0	0.0%	$0.00
2029	1	2,520	1.4%	128,623	73.5%	$45,449	1.8%	$18.04
2030	2	29,827	17.0%	158,450	90.5%	$362,224	14.2%	$12.14
Thereafter	0	0	0.0%	158,450	90.5%	$0	0.0%	$0.00
Vacant	0	16,585	9.5%	175,035	100.0%	$0	0.0%	$0.00
Total/Weighted Average	34	175,035	100.0%			$2,552,915	100.0%	$16.80⁽⁴⁾

(1)

Information obtained from the underwritten rent roll.

(2)

Certain tenants may have lease termination options that are exercisable prior to the originally-stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule.

(3)

Top Cuttaz Barbershop and Hertz were underwritten as vacant by the lender due to the fact that Top Cuttaz Barbershop was behind on its rent pre-COVID-19 and Hertz’s parent company filed for bankruptcy. Both tenants are current on their lease obligations and made their October 2020 payment. Both tenants leases and SF were included, however, no Annual U/W Base Rent was attributed to these tenants and their SF was excluded from Annual U/W Base Rent PSF.

(4)

Annual U/W Base Rent PSF exclude vacant space.

Retail – Anchored	Loan #8	Cut-off Date Balance:	$22,650,000
15905-16381 Northwest 57th Avenue	Palmetto Plaza	Cut-off Date LTV:	64.3%
Miami Gardens, FL 33014		U/W NCF DSCR:	1.66x
		U/W NOI Debt Yield:	9.7%

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

Historical Occupancy

12/31/2016⁽¹⁾	12/31/2017⁽¹⁾	12/31/2018⁽¹⁾	12/31/2019⁽¹⁾	8/31/2020⁽²⁾⁽³⁾
97.7%	97.1%	98.5%	100.0%	90.5%

(1)	Information obtained from the borrower.

(2)

Information obtained from the underwritten rent roll.

(3)

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical Operating History and Underwritten Net Cash Flow at the Palmetto Plaza Property:

Cash Flow Analysis

	2017⁽²⁾	2018⁽²⁾	2019	Annualized 4 7/31/2020	U/W⁽³⁾	%⁽⁴⁾	U/W $ per SF
Base Rent⁽¹⁾	$2,289,081	$2,546,334	$2,699,352	$2,588,576	$2,407,801	69.9%	$13.76
Contractual Rent Steps⁽⁵⁾	0	0	0	0	145,113	4.2	0.83
Grossed Up Vacant Space	0	0	0	0	449,585	13.1	2.57
Gross Potential Rent	$2,289,081	$2,546,334	$2,699,352	$2,588,576	$3,002,499	87.2%	$17.15
Other Income	75	166	1,204	2,684	2,684	0.1	0.02
Total Recoveries	464,251	467,360	457,209	439,711⁽⁶⁾	439,469	12.8	2.51
Net Rental Income	$2,753,407	$3,013,860	$3,157,764	$3,030,972	$3,444,652	100.0%	$19.68
(Vacancy & Credit Loss)	0	0	0	0	449,585	15.0	2.57
Effective Gross Income	$2,753,407	$3,013,860	$3,157,764	$3,030,972	$2,995,067	86.9%	$17.11

Real Estate Taxes	365,249	378,712	397,003	445,402	424,633	14.2	2.43
Insurance	91,233	94,745	110,717	102,868	102,868	3.4	0.59
Management Fee	82,602	90,416	94,733	90,929	89,852	3.0	0.51
Other Operating Expenses	239,221	187,298	178,192	141,549	178,192	5.9	1.02
Total Operating Expenses	$778,306	$751,171	$780,645	$780,747	$795,545	26.6%	$4.55

Net Operating Income	$1,975,102	$2,262,689	$2,377,120	$2,250,224	$2,199,522	73.4%	$12.57
Replacement Reserves	0	0	0	0	26,255	0.9	0.15
TI/LC	0	0	0	0	82,052	2.7	0.47
Net Cash Flow	$1,975,102	$2,262,689	$2,377,120	$2,250,224	$2,091,215	69.8%	$11.95

NOI DSCR	1.56x	1.79x	1.88x	1.78x	1.74x
NCF DSCR	1.56x	1.79x	1.88x	1.78x	1.66x
NOI Debt Yield	8.7%	10.0%	10.5%	9.9%	9.7%
NCF Debt Yield	8.7%	10.0%	10.5%	9.9%	9.2%

(1)

U/W Base Rent excludes two tenants currently in physical occupancy that have been underwritten as vacant by the lender. Top Cuttaz Barbershop and Hertz were underwritten as vacant by the lender due to the fact that Top Cuttaz Barbershop was behind on its rent pre-COVID-19 and Hertz’s parent company filed for bankruptcy. Both tenants are current on their lease obligations and made their October 2020 payment. Including those two tenants would result in an increased U/W Base Rent of $2,533,456.

(2)

The increase from YE 2017 NOI to YE 2018 NOI was mainly due to the increase in occupancy and the increase in rental rates charged to the tenants who signed leases during 2017.

(3)

For the avoidance of doubt, no COVID-19 specific adjustments have been incorporated in the lender U/W.

(4)

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

(5)

Annual U/W Base Rent includes contractual rent steps through September 2021.

(6)

Total Recoveries for Annualized 4 7/31/2020 are net of a free rent adjustment of $32,919.

Appraisal. The appraiser concluded to an “as-is” appraised value of $35,200,000 as of January 21, 2020.

Retail – Anchored	Loan #8	Cut-off Date Balance:	$22,650,000
15905-16381 Northwest 57th Avenue	Palmetto Plaza	Cut-off Date LTV:	64.3%
Miami Gardens, FL 33014		U/W NCF DSCR:	1.66x
		U/W NOI Debt Yield:	9.7%

Environmental Matters. According to Phase I environmental site assessments dated January 28, 2020, there was no evidence of any recognized environmental conditions at the Palmetto Plaza Property. The Phase I environmental site assessments identified a historical recognized environmental conditions for the Palmetto Plaza Property.

Market Overview and Competition. The Palmetto Plaza Property is located in Miami Gardens, Miami-Dade County, Florida. According to a third party report, Miami/Dade County has a population of approximately 2.8 million, making it the most populous county in Florida and the seventh-most populous county in the United States. The City of Miami Gardens, which is situated in northern Miami-Dade County, about 15 miles northwest of the Miami Central Business District, benefits from its close proximity to residential planned unit developments, major business districts, employment centers and regional transportation links. According to a third-party market research report, the estimated 2019 population within a one-, three- and five-mile radius of the Palmetto Plaza Property was 11,547, 181,250, and 515,074, respectively. The estimated 2019 average household income within a one-, three- and five-mile radius of the Palmetto Plaza Property was $57,147, $64,117, and $63,645, respectively.

Submarket Information – According to the appraisal, the Palmetto Plaza Property is located in the Miami Gardens/Opa Locka retail submarket. As of the third quarter of 2019, the Miami Gardens/Opa Locka retail submarket contained approximately 3.3 million square feet, with a vacancy rate of 1.9% and asking rent of $22.65 per square foot.

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

Market Rent Summary⁽¹⁾

	Anchor Space	Large Retail Space	In-Line Retail Space	End Cap Space	Branch Bank Space
Market Rent (PSF)	$15.00	$13.00	$19.00	$27.00	$42.00
Lease Term (Years)	10	10	5	5	10
Free Rent Months	0	0	0	0	0
Lease Type (Reimbursements)	Net	Net	Net	Net	Net
Rent Increase Projection	2.00% per annum	2.00% per annum	3.00% per annum	3.00% per annum	2.00% per annum
Tenant Improvements (New Tenants) (PSF)	$5.00	$5.00	$8.00	$8.00	$20.00
Tenant Improvements (Renewals) (PSF)	$2.00	$2.00	$2.00	$2.00	$5.00

(1)

Information obtained from appraisal.

The following table presents certain information relating to comparable office properties to Palmetto Plaza Property:

Comparable Sales⁽¹⁾

Property Name	Location	Year Built/Renovated	Rentable Area (SF)	Sale Date	Sale Price	Sale Price PSF
Shoppes of Loggers Run	Boca Raton, FL	1985/NAP	112,327	Mar-18	$18,500,000	$164.70
Peppertree Plaza	Margate, FL	1989/2015	249,571	Dec-18	$45,500,000	$182.31
Whitworth Farms	Palm Beach, FL	2008/NAP	88,424	Feb-19	$19,350,000	$218.83
Pembroke Place	Pembroke Pines, FL	1994/NAP	158,463	Apr-19	$37,525,000	$236.81
Homestead Pavillion	Homestead, FL	2008/NAP	302,346	May-19	$62,250,000	$205.89

(1)	Information obtained from appraisal.

Retail – Anchored	Loan #8	Cut-off Date Balance:	$22,650,000
15905-16381 Northwest 57th Avenue	Palmetto Plaza	Cut-off Date LTV:	64.3%
Miami Gardens, FL 33014		U/W NCF DSCR:	1.66x
		U/W NOI Debt Yield:	9.7%

Comparable Retail Leases⁽¹⁾

Property Name/Location	Year Built/Renovated	Total GLA (SF)	Distance from Subject	Occupancy	Average Rental Rate PSF⁽²⁾	Lease Type
El Paraiso 1700 West 68th Street Hialeah, FL 33014	1982/NAP	55,627	4.3 miles	100.0%	$25.00	Gross
Dade Corners Plaza 2750 NW 167th Street Miami Gardens, FL 33054	2003/NAP	57,575	3.5 miles	81.0%	$20.00	NNN
Sun Plaza 16547 NW 27th Avenue Miami Gardens, FL 33054	1957/NAP	9,071	3.4 miles	87.0%	$15.00	NNN
Hialeah Mercado 1579-1599 West 49th Street Hialeah, FL 33012	2002/NAP	92,183	5.2 miles	100.0%	$28.00	NNN
Village Center 1500-1550 West 49th Street Hialeah, FL 33012	1970/NAP	25,037	5.2 miles	96.0%	$35.00	NNN

(1)	Source: Appraisal.

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

Escrows.

Immediate Repairs – At origination, the borrower was required to escrow $94,375 for immediate repairs.

Real Estate Taxes – At origination, the borrower was required to escrow $222,701 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 $37,117.

Insurance – At origination, the borrower was required to escrow $17,145 for monthly insurance payments. The borrower is required to make monthly payments of one-twelfth of the taxes payable during the next twelve months, currently equal to $8,572.

Replacement Reserves – At origination, the borrower was required to escrow $200,000 for replacement reserves. Additionally, during a Trigger Period (as defined below), on a monthly basis, the borrower is required to deposit $2,188 ($0.15 per square foot annually).

TI/LC Reserve – At origination, the borrower was required to escrow $872,789 for tenant improvements and leasing commissions. The borrower is required to make monthly payments of $14,586 ($1.00 per square foot annually), subject to a cap of $750,000.

Tenant Specific Upfront Rollover Reserve – At origination, the borrower was required to escrow $125,336 for outstanding tenant improvements and leasing commissions for the Rise Fitness, Regions Bank and Little Tigers Day Care leases.

Free Rent – At origination, the borrower was required to escrow $46,443 representing seven months of free rent obligations under the Little Tigers Day Care’s lease and one month of free rent obligations under Kids Party’s lease (who is no longer in occupancy).

Lockbox and Cash Management. The Palmetto Plaza Mortgage Loan documents require a springing lockbox with springing cash management. Upon the occurrence of a Trigger Period (as defined below), the borrower or manager will be required to establish a lender-controlled lockbox account and deposit all rents into such lockbox account within one business days of receipt. During a Trigger Period, all amounts in the lockbox account are to be transferred daily to the cash management account for the payment, among other things, of the debt service under the Palmetto Plaza Mortgage Loan, monthly escrows and other expenses described in the Palmetto Plaza Mortgage Loan documents. To the extent that there is excess cash flow following these disbursements and a Trigger Period, caused by the debt service coverage ratio being less than 1.15x, has occurred and is continuing, the excess cash will be held by the lender as additional security for the Palmetto Plaza Mortgage Loan. Additionally, to the extent that an Aldi Trigger Event (as defined below) has occurred and is continuing, the excess cash will be deposited into the Aldi rollover reserve account. To the extent there is a Trigger Period continuing caused by anything other than a Low DSCR Period or Aldi Trigger Event, all excess cash flow after payment of the mortgage debt service, required reserves and other amounts required by the loan documents will be released to the borrowers operating account.

A “Trigger Period” will commence upon the earliest of (i) an event of default under the Palmetto Plaza Mortgage Loan documents, (ii) the debt service coverage ratio of the Palmetto Plaza Property being less than 1.15x, or (iii) an Aldi Trigger Event (as defined below). A Trigger Period will cease upon: with respect to clause (i), the cure, and acceptance of the cure by the lender, of such event of default; with respect to clause (ii), the earlier of (x) the debt service coverage ratio being greater than or equal to 1.20x for two consecutive calendar quarters or (y) the borrower delivering cash or a letter of credit in the amount of $250,000; with respect to clause (iii), the earlier of (x) an Aldi Re-Tenanting Event (as defined below) or (y) the borrower delivering cash or a letter of credit in the amount of $485,000.

Retail – Anchored	Loan #8	Cut-off Date Balance:	$22,650,000
15905-16381 Northwest 57th Avenue	Palmetto Plaza	Cut-off Date LTV:	64.3%
Miami Gardens, FL 33014		U/W NCF DSCR:	1.66x
		U/W NOI Debt Yield:	9.7%

An “Aldi Trigger Event” will commence upon the earliest of (i) the date that is six months prior to the expiration of the Aldi lease (ii) the date on which Aldi is required to provide notice of renewal, provided, however, that clauses (i) and (ii) above will not be an Aldi Trigger Event in the event that the Aldi lease automatically renews unless Aldi provides written notice of non-renewal or termination, or (iii) Aldi giving notice to borrower of its intent to terminate or not to renew the Aldi lease in accordance with the Aldi Lease, provided that, in each case (i), (ii) or (iii) above, an Aldi Re-Tenanting Event has not then occurred.

An “Aldi Re-Tenanting Event” will occur when the borrower delivers (i) evidence reasonably satisfactory to the lender that either (a) Aldi has renewed their lease on or before the date that is six months prior to the expiration date, or (b) Aldi has agreed to remain in possession of their space and extend the term of the Aldi Lease, in each case, pursuant to a lease amendment or new lease, and such lease amendment or new lease otherwise constitutes a Qualified Replacement Lease (as defined below), or (c) a minimum of 85% of the square footage of Aldi’s space has been re-tenanted under one or more Qualified Replacement Leases, and (ii) tenant estoppel(s) reasonably satisfactory to the lender, which, for the avoidance of doubt, are required to provide that (a) such lease is in full force and effect, (b) the tenant under such lease is in full occupancy of its demised premise, (c) the tenant under such lease is paying full unabated rent, (d) there are no defaults under such lease and (e) there are no outstanding tenant improvements and/or leasing commissions outstanding under the or in connection with the such lease.

“Qualified Replacement Lease” means a lease (i) with a term no less than five years, (ii) with an acceptable unaffiliated third party tenant, (iii) containing rental rates of at least the then current market, (iv) that is generally consistent with current operations, (v) that is an arms-length transaction, (vi) that is subject and subordinate to the Palmetto Plaza Mortgage Loan, and (vii) that is in compliance with the Palmetto Plaza Mortgage Loan documents and is otherwise on market terms acceptable to the lender.

Property Management. The Palmetto Plaza Property is managed by Crossman & Company.

Partial Release. Not permitted.

Real Estate Substitution. Not permitted.

Subordinate and Mezzanine Indebtedness. Not permitted.

Ground Lease. None.

Terrorism Insurance. The Palmetto Plaza 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 Palmetto Plaza Property, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a 6-month extended period of indemnity.

Multifamily – Low Rise	Loan #9	Cut-off Date Balance:	$20,475,000
Property Addresses - Various	Goldman Chicago Multifamily Portfolio	Cut-off Date LTV:	75.0%
Chicago, IL	Tranche 3	U/W NCF DSCR:	2.05x
		U/W NOI Debt Yield:	11.2%

No. 9 – Goldman Chicago Multifamily Portfolio Tranche 3

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		Barclays Capital Real Estate Inc.			Single Asset/Portfolio:	Portfolio
Credit Assessment (Fitch/KBRA/Moody’s):		NR/NR/NR			Property Type – Subtype:	Multifamily – Low Rise
Original Principal Balance:		$20,475,000			Location:	Chicago, IL
Cut-off Date Balance:		$20,475,000			Size:	328 Units
% of Initial Pool Balance:		2.9%			Cut-off Date Balance Per Unit:	$62,424
Loan Purpose:		Acquisition			Maturity Date Balance Per Unit:	$50,803
Borrower Sponsors:		Goldman Investments; Hadar Goldman; Yaacov Jake Metzler; IBI Investment House Ltd.			Year Built/Renovated:	Various/Various
Guarantors:		Hadar Goldman; Yaacov Jake Metzler			Title Vesting:	Fee
Mortgage Rate:		3.3354%			Property Manager:	WPD Management, LLC
Note Date:		November 12, 2020			Current Occupancy (As of)⁽²⁾:	94.8% (11/10/2020)
Seasoning:		1 months			YE 2019 Occupancy⁽²⁾⁽³⁾:	55.5%
Maturity Date:		November 6, 2030			YE 2018 Occupancy⁽³⁾:	NAV
IO Period:		18 months			YE 2017 Occupancy⁽³⁾:	NAV
Loan Term (Original):		120 months			YE 2016 Occupancy⁽³⁾:	NAV
Amortization Term (Original):		360 months			As-Is Appraised Value:	$27,300,000
Loan Amortization Type:		Interest-only, Amortizing Balloon			As-Is Appraised Value Per Unit:	$83,232
Call Protection:		L(25),D(91),O(4)			As-Is Appraisal Valuation Date:	August 18, 2020
Lockbox Type:		Springing
Additional Debt:		None			Underwriting and Financial Information⁽⁴⁾
Additional Debt Type (Balance):		NAP			Annualized 1 NOI (10/31/2020)⁽⁵⁾:	$2,760,581
					YE 2019 NOI⁽³⁾:	NAV
					YE 2018 NOI⁽³⁾:	NAV
					YE 2017 NOI⁽³⁾:	NAV
					U/W Revenues:	$4,049,704
					U/W Expenses:	$1,752,083
					U/W NOI:	$2,297,621
Escrows and Reserves⁽¹⁾					U/W NCF:	$2,215,621
	Initial		Monthly	Cap	U/W DSCR based on NOI/NCF:	2.13x / 2.05x
Taxes	$101,883		$22,319	NAP	U/W Debt Yield based on NOI/NCF:	11.2% / 10.8%
Insurance	$0		Springing	NAP	U/W Debt Yield at Maturity based on NOI/NCF:	13.8% / 13.3%
Replacement Reserves	$0		$8,200	NAP	Cut-off Date LTV Ratio:	75.0%
Debt Service Reserve	$540,426		$0	NAP	LTV Ratio at Maturity:	61.0%

Sources and Uses
Sources			Uses
Original Loan Amount	$20,475,000	71.5%	Purchase Price	$27,300,000	95.4%
Borrower Sponsor Equity	8,144,005	28.5	Closing Costs	676,696	2.4
			Reserves	642,309	2.2
Total Sources	$28,619,005	100.0%	Total Uses:	$28,619,005	100.0%

(1)

See “Escrows” section below.

(2)

The increase from YE 2019 Occupancy to Current Occupancy was mainly due to the lease up following the previous owner’s extensive renovation of approximately $25,000 to $45,000 per unit.

(3)

Historical occupancy and NOI are unavailable as the seller, and current property manager, acquired the Goldman Chicago Multifamily Portfolio Tranche 3 Properties (as defined below) throughout 2019 in certain states of distress, which is reflected in the YE 2019 Occupancy of 55.5%. The seller rehabilitated and stabilized the Goldman Chicago Multifamily Portfolio Tranche 3 Properties from an occupancy and rent perspective, which is reflected in the 94.8% occupancy level as of November 10, 2020. Of the seven Goldman Chicago Multifamily Portfolio Tranche 3 Properties in the portfolio, three were purchased out of receivership, one of which had been fully vacant for over 10 years, and two of which were over 70.0% occupied, however, the units needed to be fully vacated and rehabilitated.

(4)

While the Goldman Chicago Multifamily Portfolio Tranche 3 Mortgage Loan (as defined below) was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the Goldman Chicago Multifamily Portfolio Tranche 3 Mortgage Loan more severely than assumed in the underwriting of the Goldman Chicago Multifamily Portfolio Tranche 3 Mortgage Loan and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See “Risk Factors—Risks Related to Market Conditions and Other External Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

(5)

Represents annualized NOI for the month ended October 2020.

Multifamily – Low Rise Loan #9 Cut-off Date Balance: $20,475,000

Property Addresses - Various Goldman Chicago Multifamily Portfolio Cut-off Date LTV: 75.0%

Chicago, IL Tranche 3 U/W NCF DSCR: 2.05x

U/W NOI Debt Yield: 11.2%

The Mortgage Loan. The mortgage loan (the “Goldman Chicago Multifamily Portfolio Tranche 3 Mortgage Loan”) is evidenced by one promissory note in the original principal balance of $20,475,000. The Goldman Chicago Multifamily Portfolio Tranche 3 Mortgage Loan is secured by a first priority fee mortgage encumbering seven multifamily properties located in Chicago, Illinois (the “Goldman Chicago Multifamily Portfolio Tranche 3 Properties” or the “Properties”).

The Borrowers and the Borrower Sponsors. The borrower comprises two tenants-in-common utilizing eight single purpose limited liability companies. One of the tenants-in-common has seven bankruptcy remote special purpose entities, GI 6531 S Lowe LLC, GI 7625 S East End LLC, GI 7635 S East End LLC, GI 7748 S Essex LLC, GI 7800 S Sangamon LLC, GI 7927 S Marquette LLC and GI 8056 S Marshfield LLC, each of which holds its respective tenancy-in-common interest in its respective Property. The other tenant-in-common entity uses one borrower entity: YJM-NM Chicago T2A, LLC (the “Goldman Chicago Multifamily Portfolio Tranche 3 Borrowers”), which holds a tenancy-in-common interest in each of the Properties. Each of the Goldman Chicago Multifamily Portfolio Tranche 3 Borrowers has waived its respective right to partition, and is managed by Goldman T3 Manager, Inc., a single purpose entity with one independent director. Legal counsel to the Goldman Chicago Multifamily Portfolio Tranche 3 Borrowers delivered a non-consolidation opinion in connection with the origination of the Goldman Chicago Multifamily Portfolio Tranche 3 Mortgage Loan.

The borrower sponsors are Goldman Investments, Hadar Goldman, Jake Metzler and IBI Investment House Ltd. and the non-recourse carve-out guarantors are Hadar Goldman and Yaacov Jake Metzler. Hadar Goldman is the chairman and founder of Goldman Investments, and brings 20 years of experience in commercial real estate with background in acquisition, development and asset management. Since the inception of Goldman Investments, Hadar Goldman has acquired, developed, renovated, managed and sold more than 6,000 apartments throughout the United States, as well as in the UK and Israel, surpassing a value of $700,000,000. Jake Metzler is also an investor and developer in commercial and residential real estate with interests in 11 multifamily properties not including the Goldman Chicago Multifamily Portfolio Tranche 3 Properties. Yaacov Jake Metzler is currently in a pending civil litigation with a former business partner regarding an unrelated property. See “Description of the Mortgage Pool—Litigation and Other Considerations” in the Preliminary Prospectus. IBI Investment House Ltd. (“IBI”) was founded in 1971 and according to IBI, is one of the largest investment houses in Israel offering a broad range of investment management, mutual fund management, trading and execution services on the Tel Aviv Stock Exchange and markets overseas, portfolio management, self-dealing platforms, underwriting, and a range of services for institutional and corporate clients.

The Properties. The Goldman Chicago Multifamily Portfolio Tranche 3 Properties are comprised of seven multifamily properties totaling 328 units located in Chicago, Illinois. The Goldman Chicago Multifamily Portfolio Tranche 3 Properties were constructed between 1922 and 1972. As of November 10, 2020, the Goldman Chicago Multifamily Portfolio Tranche 3 Properties were 94.8% occupied. The Properties comprise 57 one-bedroom units (17.4% of unit count), 245 two-bedroom units (74.7% of unit count), and 26 three-bedroom units (7.9% of unit count).

According to the borrower sponsors, the previous owner of the Goldman Chicago Multifamily Portfolio Tranche 3 Properties recently completed a gut renovation, averaging $25,000 to $45,000 per unit, including repairs to masonry, roofing, porches, entry doors, screens, windows, exterior lighting, boilers and hot water heating systems, plumbing, paint, and landscaping. Unit interiors were updated with new countertops, appliances, fixtures, paint, refinished cabinetry, tubs, hardwood floors, electrical, and plumbing repairs. Many of these renovations have enhanced the security at the Goldman Chicago Multifamily Portfolio Tranche 3 Properties. Additionally, the Douglas Apartments property features 24/7 onsite security personnel. The Properties have benefited from the renovations as demonstrated through occupancy increasing from 55.5% in December 2019, to 58.5% in March 2020, to 66.4% in June 2020, to 93.3% in September 2020, and to 94.8% as of November 10, 2020.

As of November 10, 2020, 83.9% of the occupied units at the Goldman Chicago Multifamily Portfolio Tranche 3 Properties were subsidized by either the Chicago Housing Authority’s Housing Choice Voucher (“HCV”) program or a unique program based contract. At origination, 100.0% of subsidized tenancy at the Goldman Chicago Multifamily Portfolio Tranche 3 Properties are operating under the HCV program or transitioning to the HCV program. 47 units (14.3% of portfolio units) at the Douglass Apartments property have been operating under a unique program based building contract that was expected to expire April 30, 2048. The borrower sponsors terminated that contract at origination, and the Chicago Housing Authority (“CHA”) is expected to issue a termination letter and the tenants will receive a letter indicating that CHA payments will continue for 120 days while the tenants wait for the issuance of their HCV. The transition is expected to have minimal impact on the tenants because the HCV system has the same income requirements and uses the same methodology for calculating tenants’ copay as the unique program based contracts.

The following table presents detailed information with respect to the Goldman Chicago Multifamily Portfolio Tranche 3 Properties:

Goldman Chicago Multifamily Portfolio Tranche 3 Properties Summary

Building	Occ. % ⁽¹⁾	Year Built/ Reno	Units⁽¹⁾	% of Total Units⁽¹⁾	Appraised Value	Allocated Loan Amount (“ALA”)	% of ALA	UW NOI	% of UW NOI
The Douglass Apartments	94.1%	1972/2020	188	57.3%	$15,400,000	$11,550,000	56.4%	$1,217,870	53.0%
7748 South Essex Apartments	96.9%	1928/2020	32	9.8%	$2,700,000	$2,025,000	9.9%	$235,769	10.3%
7625 South East End Apartments	92.0%	1922/2020	25	7.6%	$2,150,000	$1,612,500	7.9%	$187,486	8.2%
7635 South East End Apartments	96.2%	1929/2020	26	7.9%	$2,150,000	$1,612,500	7.9%	$193,959	8.4%
7800 South Sangamon Apartments	100.0%	1924/2018	21	6.4%	$1,950,000	$1,462,500	7.1%	$182,799	8.0%
8056 South Marshfield Apartments	94.7%	1927/2019	19	5.8%	$1,500,000	$1,125,000	5.5%	$148,392	6.5%
South Shore Courtyard	94.1%	1928/2020	17	5.2%	$1,450,000	$1,087,500	5.3%	$131,346	5.7%
Total/Wtd. Avg.	94.8%		328	100.0%	$27,300,000	$20,475,000	100.0%	$2,297,621	100.0%

(1)

Based on the underwritten rent roll dated November 10, 2020.

The following table presents certain information relating to the tenancy at the Goldman Chicago Multifamily Portfolio Tranche 3 Properties:

Portfolio Unit Mix⁽¹⁾

Building	NRA	Units	One Bed, One Bath	Two Bed, One Bath	Three Bed, One Bath	Three Bed, Two Bath
The Douglass Apartments	163,892	188	16	152	20	0
7748 South Essex Apartments	30,805	32	10	16	0	6
7625 South East End Apartments	21,850	25	9	16	0	0
7635 South East End Apartments	21,450	26	13	13	0	0
7800 South Sangamon Apartments	18,900	21	0	21	0	0
8056 South Marshfield Apartments	15,289	19	3	16	0	0
South Shore Courtyard	15,070	17	6	11	0	0
Total/Wtd. Avg.	287,256	328	57	245	20	6

(1)	Based on the underwritten rent roll dated November 10, 2020.

The following table presents historical occupancy percentages at the Goldman Chicago Multifamily Portfolio Tranche 3 Properties:

Historical Occupancy

12/31/2016⁽¹⁾	12/31/2017⁽¹⁾	12/31/2018⁽¹⁾	12/31/2019⁽²⁾⁽³⁾	11/20/2020⁽³⁾⁽⁴⁾
NAV	NAV	NAV	55.5%	94.8%

(1)

2016, 2017 and 2018 historical occupancies are unavailable as the seller, and current property manager, acquired the Goldman Chicago Multifamily Portfolio Tranche 3 Properties throughout 2019 in certain states of distress which is reflected in the YE 2019 Occupancy of 55.5%. Of the seven Goldman Chicago Multifamily Portfolio Tranche 3 Properties in the portfolio, three were purchased out of receivership, one of which had been fully vacant for over 10 years, and two of which were over 70.0% occupied, however, the units needed to be fully vacated and rehabilitated.

(2)	Information obtained from Goldman Chicago Multifamily Portfolio Tranche 3 Borrowers.

(3)

The increase from YE 2019 Occupancy to Current Occupancy was mainly due to the lease up following the previous owner’s extensive renovation of approximately $25,000 to $45,000 per unit. Further illustrating the lease up, occupancy in March 2020, June 2020 and September 2020 was 58.5%, 66.4% and 93.3%, respectively.

(4)	Information obtained from the underwritten rent roll.

COVID-19 Update. As of November 16, 2020, the residential portion of the Goldman Chicago Multifamily Portfolio Tranche 3 Properties was open and operating. As of November 16, 2020, collections at the Goldman Chicago Multifamily Portfolio Tranche 3 Properties were at 97.8% and 95.8% for October 2020 and November 2020, respectively. The first debt service payment for the Goldman Chicago Multifamily Portfolio Tranche 3 Mortgage Loan is in December 2020. As of the date hereof, the Goldman Chicago Multifamily Portfolio Tranche 3 Mortgage Loan is not subject to any modification or forbearance request.

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 Goldman Chicago Multifamily Portfolio Tranche 3 Properties:

Cash Flow Analysis⁽¹⁾

	Annualized 1 10/31/2020⁽²⁾	U/W⁽³⁾	%⁽⁴⁾	U/W $ per Unit
Base Rent	$4,097,681	$4,050,815	92.6%	$12,350
Grossed Up Vacant Space	0	281,664	6.4	859
Gross Potential Rent	$4,097,681	$4,332,479	99.0%	$13,209
Other Income⁽⁵⁾	67,587	42,640	1.0	130
Net Rental Income	$4,165,269	$4,375,119	100.0%	$13,339
(Vacancy)	0	281,664	6.5	859
(Concessions & Credit Loss)	0	43,751	1.0	133
Effective Gross Income	$4,165,269	$4,049,704	92.6%	$12,347

Real Estate Taxes	241,650	271,712	6.7	828
Insurance	67,139	130,251	3.2	397
Management Fee	215,195	202,485	5.0	617
Other Operating Expenses	880,703	1,147,635	28.3	3,499
Total Operating Expenses	$1,404,688	$1,752,083	43.3%	$5,342

Net Operating Income	$2,760,581	$2,297,621	56.7%	$7,005
Capital Expenditures	0	$82,000	2.0	250
Net Cash Flow	$2,760,581	$2,215,621	54.7%	$6,755

NOI DSCR	2.55x	2.13x
NCF DSCR	2.55x	2.05x
NOI Debt Yield	13.5%	11.2%
NCF Debt Yield	13.5%	10.8%

(1)

Historical financials are unavailable as the seller, and current property manager, acquired the Goldman Chicago Multifamily Portfolio Tranche 3 Properties throughout 2019 in certain states of distress which is reflected in the YE 2019 Occupancy of 55.5%. Of the seven Goldman Chicago Multifamily Portfolio Tranche 3 Properties in the portfolio, three were purchased out of receivership, one of which had been fully vacant for over 10 years, and two of which were over 70.0% occupied, however, the units needed to be fully vacated and rehabilitated.

(2)	Represents annualized NOI for the month ended, October 2020.

(3)	For the avoidance of doubt, no COVID-19 specific adjustments have been incorporated in the lender U/W.

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

(5)	Other Income is comprised of utility reimbursements as well as other miscellaneous fees and charges.

Appraisal. The Goldman Chicago Multifamily Portfolio Tranche 3 Properties were valued individually, with the individual values reflecting a cumulative “as-is” appraised value of $27,300,000. The valuation dates of the appraisals are dated August 18, 2020.

Environmental Matters. According to Phase I environmental site assessments dated August 25, 2020, there was no evidence of any recognized environmental conditions at the Goldman Chicago Multifamily Portfolio Tranche 3 Properties.

Market Overview and Competition. The Goldman Chicago Multifamily Portfolio Tranche 3 Properties are located in the Southwest Chicago and South Lakefront submarkets in Chicago, Illinois.

The Douglass Apartments, 7800 South Sangamon Apartments, and 8056 South Marshfield Apartments are situated in the Southwest submarket of Chicago. Overall, the Southwest submarket is a mostly residential neighborhood, with a mixture of single-family and multifamily housing. East 76^th Street, South Halsted Avenue and Interstate-94 are the primary thoroughfares in the Southwest submarket and provide access to downtown Chicago. The neighborhood is served by ample public transportation consisting of regional and local train service and local bus services. According to the appraisal, the estimated 2020 population and average household income within the 60621 and 60620 zip codes were 33,755 and $33,967 and 70,770 and $52,777, respectively.

According to third party reports, as of the second quarter of 2020, the Southwest Chicago submarket had an inventory of approximately 24,234 units and a vacancy rate of approximately 6.9% and effective rents of $839 per unit per month.

The 7748 South Essex Apartments, 7625 South East End Apartments, 7635 South East End Apartments and South Shore Courtyard properties are situated in the South Lakefront submarket of Chicago. According to the appraisal, the South Lakefront Submarket continues to outperform its nearby submarket peers, with vacancy low thanks to consistent demand and minimal new supply. The presence of the University of Chicago (and related medical system) in Hyde Park is a consistent driver of employment and housing demand within the area. In addition, former President Barack Obama selected Jackson Park as the future home of the Obama Presidential Library and Archives, which will help drive additional investment and tourism to the area. The neighborhood is served by ample public transportation consisting of regional and local train service and local bus services. According to the appraisal, the 2020 population and average household income within the 60649 and 60617 zip codes were 46,164 and $49,508 and 81,340 and $58,794, respectively.

According to third party reports, as of the second quarter of 2020, the South Lakefront submarkets had an inventory of approximately 41,343 units and a vacancy rate of approximately 7.0% and effective rents of $1,191 per unit per month.

The following table presents certain information relating to the appraiser’s market rent conclusion for the Goldman Chicago Multifamily Portfolio Tranche 3 Properties:

Multifamily Market Rent Summary

Building	Units⁽¹⁾	Avg. Size⁽²⁾	Avg. Monthly In Place Rent per Unit⁽¹⁾	Avg. Monthly In Place Rent PSF⁽¹⁾	Avg. Monthly Market Rent per Unit⁽³⁾	Avg. Monthly Market Rent PSF⁽³⁾
The Douglass Apartments	188	872	$1,108	$1.27	$1,088	$1.25
7748 South Essex Apartments	32	963	$1,059	$1.10	$1,047	$1.09
7625 South East End Apartments	25	874	$1,112	$1.27	$1,089	$1.25
7635 South East End Apartments	26	825	$1,088	$1.32	$1,062	$1.29
7800 South Sangamon Apartments	21	900	$1,210	$1.34	$1,247	$1.39
8056 South Marshfield Apartments	19	805	$1,073	$1.33	$1,058	$1.31
South Shore Courtyard	17	886	$1,032	$1.16	$1,007	$1.14

(1)

Based on contract rent per the underwritten rent roll dated November 10, 2020.

(2)

Source: Appraisal

(3)

Based on Appraisal’s concluded market rent.

The following table presents certain information relating to comparable rental properties for the Goldman Chicago Multifamily Portfolio Tranche 3 Properties:

Comparable Rental Properties⁽¹⁾⁽²⁾

Building	Units	Avg. Size	Built / Renovated	Occ. %	Average Asking Rent (1 Bed)	Average Asking Rent (2 Bed)	Average Asking Rent (3 Bed)
The Douglass Apartments	188	872	1972/2020	94.1%	$857	$1,109	$1,302
Kenwood Apartments	30	883	1920	100.0%	$820	$1,120	$1,350
1422-1424 W Garfield Apartment	18	936	1926	100.0%	$515	$750	$1,350
Lafayette Apartments	93	862	1984	96.0%	$1,047	$1,271	1380
New Englewood	304	834	1968	96.0%	$745	$900	1100
Average⁽³⁾	111	879		98.0%	$782	$1,010	$1,295

Building	Units	Avg. Size	Built / Renovated	Occ. %	Average Asking Rent (1 Bed)	Average Asking Rent (2 Bed)	Average Asking Rent (3 Bed)
7635 South East End Apartments	26	825	1929/2020	96.2%	$971	$1,195	NAP
7748 South Essex Apartments	32	963	1928/2020	96.9%	$899	$1,039	$1,350
South Shore Courtyard	17	886	1928/2020	94.1%	$983	$1,060	NAP
7625 South East End Apartments	25	874	1922/2020	92.0%	$983	$1,179	NAP
1734 E. 72nd St.	40	887	1927	78.0%	$712	$796	$910
7271 S. South Shore Drive	52	772	1923	96.0%	$783	$816	$763
Reside at 6900	69	789	1952	94.0%	$1,341	$1,359	NAP
Bryn Mawr Apartments	100	900	1916	98.0%	$1,121	$1,419	NAP
6700 S Clyde Apartment	13	1123	1921	100.0%	$800	$1,200	$1,350
6924-6934 S Clyde Apartments	15	800	1922	100.0%	$650	$1,210	$1,780
Average⁽³⁾	48	879		94.3%	$901	$1,133	$1,201

Building	Units	Avg. Size	Built / Renovated	Occ. %	Average Asking Rent (1 Bed)	Average Asking Rent (2 Bed)
7800 South Sangamon Apartments	21	900	1924/2018	100.0%	NAP	$1,210
8056 South Marshfield Apartments	19	805	1927/2019	94.7%	$908	$1,093
1615 W 77th Apartment	13	941	1915	100.0%	$1,116	$1,300
8301 S Paulina Apartments	26	862	1927/2016	100.0%	$902	$1,105
Auburn Gresham Apartments	6	950	1901	100.0%	$835	$1,175
Stone Terrace Apartments	154	904	1965	98.0%	$875	$1,050
Average⁽³⁾	50	914		99.5%	$932	$1,158

(1)	Source: Appraisal

(2)	Subject properties rents are based on the underwritten rent roll dated November 10, 2020.

(3)	Excludes Goldman Chicago Multifamily Portfolio Tranche 3 Properties.

Escrows.

Real Estate Taxes – The Goldman Chicago Multifamily Portfolio Tranche 3 Mortgage Loan documents provide for an upfront reserve of approximately $101,883 for real estate taxes and ongoing monthly reserves for real estate taxes 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 estimated at $22,319).

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 Reserves – The Goldman Chicago Multifamily Portfolio Tranche 3 Mortgage Loan documents provide for ongoing monthly replacement reserves of $8,200 ($300 per unit annually) for replacements reasonably approved by the lender.

Debt Service Reserve – The Goldman Chicago Multifamily Portfolio Tranche 3 Mortgage Loan documents provide for an upfront reserve of $540,426, representing the aggregate amount of debt service due for the first six monthly payments of the mortgage loan. As long as no event of default has occurred and is continuing, from and after October 20, 2021, upon the lender’s determination that (i) the debt service coverage ratio is equal to or greater than 1.85x for two consecutive calendar quarters, and (ii) each of the Goldman Chicago Multifamily Portfolio Tranche 3 Properties has achieved an occupancy rate of at least 90.0% for two consecutive calendar quarters, all funds remaining in the debt service reserve will be released to the borrower.

Lockbox and Cash Management. Upon the occurrence of a Trigger Period (as defined below), the borrower is required to

establish a lender-controlled lockbox account and direct all tenants to deposit all rents to pay all amounts due, directly into such lockbox account. During the continuance of a Trigger Period, all funds in the lockbox account are required to be swept into a

cash management account controlled by the lender and disbursed on each payment date in accordance with the loan documents and

all excess funds are required to be swept to an excess cash flow subaccount controlled by the lender, all funds then remaining in the debt service reserve, if any, will be disbursed to the borrower.

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

(i)

the occurrence and continuance of an event of default;

(ii)

the debt service coverage ratio falling below 1.20x; or

(iii)

the occurrence and continuance of a HAP Contract Trigger (as defined below).

A Trigger Period will end upon the occurrence of the following:

•

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

•

with regard to clause (ii), the debt service coverage ratio being equal to or greater than 1.25x; or

•

with regard to clause (iii), the occurrence of a HAP Contract Trigger Cure (as defined below).

A “HAP Contract Trigger” will commence upon the earliest to occur of the following:

(i)

the borrower’s breach of any term or condition of any HAP Contract or program based contract; or

(ii)

the date on which the borrower cancels or terminates any HAP Contract or program based contract without the lenders prior written consent.

A “HAP Contract Trigger Cure” will end upon the earliest of the following:

•

with regard to clause (i), the cure of such breach of contract; or

•

with regard to clause (ii), the date on which the borrower enters into a replacement contract and has collected 100.0% of the rents due for three consecutive calendar months

Property Management. The Goldman Chicago Multifamily Portfolio Tranche 3 Properties are managed by WPD Management, LLC.

Release of Property. After the December 2022 payment date, the Goldman Chicago Multifamily Portfolio Tranche 3 Borrowers may obtain the release of any individual property from the lien of the Goldman Chicago Multifamily Portfolio Tranche 3 Mortgage Loan upon a bona fide third-party sale, subject to the satisfaction of certain conditions, including, but not limited to: (i) the Goldman Chicago Multifamily Portfolio Tranche 3 Borrowers defease an amount of principal equal to the greater of (A) 115.0% of the allocated loan amount for such property if the aggregate allocated loan amounts of all properties which have been released, on or prior to the date of the release is less than 30.0% of the original principal balance; (B) 125.0% of the allocated loan amount for such property if the aggregate allocated loan amounts of all properties which have been released, on or prior to the date of the release is equal to or greater than 30.0% of the original principal balance and (C) the net sales proceeds; (ii) after giving effect to the release of such property and defeasance, the debt service coverage ratio for the remaining properties is greater than the greater of (a) the debt service coverage ratio for the 12 full calendar months immediately preceding the closing date and (b) the debt service coverage ratio for all of the then remaining Properties (including the individual property to be released) for the 12 full calendar months immediately preceding the release; (iii) after giving effect to the release of such property and defeasance, the debt yield for the remaining properties greater than the greater of (a) the debt yield for the 12 full calendar months immediately preceding the closing date and (b) the debt yield for all of the then remaining Properties (including the individual property to be released) for the 12 full calendar months immediately preceding the release of the individual property and (iii) the borrowers obtain a REMIC opinion.

Real Estate Substitution. Not permitted.

Subordinate and Mezzanine Indebtedness. Not permitted.

Ground Lease. None.

Letter of Credit. None.

Right of First Offer/Right of First Refusal. None.

Terrorism Insurance. The Goldman Chicago Multifamily Portfolio Tranche 3 Borrowers are required to obtain and maintain an “all risk” or “special form” property insurance policy that covers perils of terrorism and acts of terrorism in an amount equal to the “full replacement cost” of the Goldman Chicago Multifamily Portfolio Tranche 3 Properties together with business income insurance covering no less than the 18-month period commencing at the time of loss, together with a 6-month extended period of indemnity.

Industrial - Flex	Loan #10	Cut-off Date Balance:	$20,000,000
14320 and 14340 Sullyfield Circle	Sullyfield Commerce Center I & II	Cut-off Date LTV:	44.4%
Chantilly, VA, 20151		U/W NCF DSCR:	4.72x
		U/W NOI Debt Yield:	15.5%

100

Industrial - Flex	Loan #10	Cut-off Date Balance:	$20,000,000
14320 and 14340 Sullyfield Circle	Sullyfield Commerce Center I & II	Cut-off Date LTV:	44.4%
Chantilly, VA, 20151		U/W NCF DSCR:	4.72x
		U/W NOI Debt Yield:	15.5%

101

No. 10 – Sullyfield Commerce Center I & II

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		Argentic Real Estate Finance			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/KBRA/Moody’s):		NR/NR/NR			Property Type – Subtype:	Industrial - Flex
Original Principal Balance:		$20,000,000			Location:	Chantilly, VA
Cut-off Date Balance:		$20,000,000			Size:	245,888 SF
% of Initial Pool Balance:		2.9%			Cut-off Date Balance Per SF:	$81.34
Loan Purpose:		Refinance			Maturity Date Balance Per SF:	$81.34
Borrower Sponsors:		Barry Malkin; Stephen J. Malkin; Randi H. Steinberger; Neal Gumbin; Jill Gumbin Hansen; David Goldstein; Helaine D. Levy; David Beckham			Year Built/Renovated:	1985/NAP
Guarantors:		Eagle River Investors, LLC; Continental Development Co; BGV Capital, LLC			Title Vesting:	Fee
Mortgage Rate:		3.0150%			Property Manager:	Self-managed
Note Date:		October 20, 2020			Current Occupancy (As of):	94.4% (9/30/2020)
Seasoning:		1 month			YE 2019 Occupancy:	83.6%
Maturity Date:		November 6, 2030			YE 2018 Occupancy:	93.8%
IO Period:		120 months			YE 2017 Occupancy:	91.0%
Loan Term (Original):		120 months			As-Is Appraised Value:	$45,000,000
Amortization Term (Original):		NAP			As-Is Appraised Value Per SF:	$183.01
Loan Amortization Type:		Interest-only, Balloon			As-Is Appraisal Valuation Date:	October 1, 2020
Call Protection:		L(25),D(90),O(5)
Lockbox Type:		Hard/Springing Cash Management
Additional Debt:		None
Additional Debt Type (Balance):		NAP			Underwriting and Financial Information⁽³⁾
					TTM NOI (8/31/2020)⁽²⁾:	$2,534,977
					YE 2019 NOI⁽⁴⁾:	$2,222,204
					YE 2018 NOI⁽⁴⁾:	$2,770,346

					U/W Revenues:	$4,034,438
					U/W Expenses:	$940,059
Escrows and Reserves⁽¹⁾					U/W NOI⁽²⁾:	$3,094,379
	Initial		Monthly	Cap	U/W NCF:	$2,887,833
Taxes	$24,579		24,579	NAP	U/W DSCR based on NOI/NCF:	5.06x / 4.72x
Insurance	$0		Springing	NAP	U/W Debt Yield based on NOI/NCF:	15.5% / 14.4%
Replacement Reserve	$0		2,049	NAP	U/W Debt Yield at Maturity based on NOI/NCF:	15.5% / 14.4%
TI/LC Reserve	$0		Springing	NAP	Cut-off Date LTV Ratio:	44.4%
Outstanding TI Reserve	$4,865,274		$0	NAP
Free Rent Reserve	$118,786		$0	NAP	LTV Ratio at Maturity:	44.4%

Sources and Uses
Sources			Uses
Original loan amount	$20,000,000	100.0%	Loan Payoff	$14,262,484	71.3%
			Reserves	$5,008,640	25.0
			Closing costs	$573,521	2.9
			Return of Equity	$155,355	0.8
Total Sources	$20,000,000	100.0%	Total Uses	$20,000,000	100.0%

(1)

See “Escrows” section below.

(2)

The difference between the TTM NOI (8/31/2020) and U/W NOI is primarily due to an increase in occupancy as a result Dynex Technologies, Inc.’s expansion at the Sullyfield Commerce Center I & II Property in January 2020.

(3)

While the Sullyfield Commerce Center I & II Whole Mortgage Loan (as defined below) was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the Sullyfield Commerce Center I & II Whole Mortgage Loan more severely than assumed in the underwriting of the Sullyfield Commerce Center I & II Whole Mortgage Loan and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See “Risk Factors-—Risks Related to Market Conditions and Other External Factors—The Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

(4)

The difference between YE 2019 NOI and YE 2018 NOI is primarily due to a decrease in occupancy.

The Mortgage Loan. The mortgage loan (the “Sullyfield Commerce Center I & II Mortgage Loan”) is evidenced by a first mortgage encumbering the fee simple interest in a 245,888 square foot, two-building, industrial-flex property located in Chantilly, Virginia (the “Sullyfield Commerce Center I & II Property”).

102

Industrial - Flex	Loan #10	Cut-off Date Balance:	$20,000,000
14320 and 14340 Sullyfield Circle	Sullyfield Commerce Center I & II	Cut-off Date LTV:	44.4%
Chantilly, VA, 20151		U/W NCF DSCR:	4.72x
		U/W NOI Debt Yield:	15.5%

The Borrowers and Borrower Sponsors. The borrowing entities for the Sullyfield Commerce Center I & II Mortgage Loan are Eagle River-Virginia, LLC, BGV Sullyfield Circle, LLC, and CDC Sullyfield Circle, LLC (the “Sullyfield Commerce Center I & II Borrowers”), as tenants-in-common, each a special purpose entity with at least one independent director.

The borrower sponsors and non-recourse carve-out guarantors are Eagle River Investors, LLC (75.0% ownership), BGV Capital, LLC (22.2% ownership), and Continental Development Co. (2.8% ownership). Eagle River Investors, LLC (“ERI”) is an investment vehicle for the Malkin Family, and is the family office of Barry Malkin, the co-founder and Senior Managing Director of GEM Realty Capital. ERI has invested in properties all over the United States including Palo Alto, San Francisco, Honolulu, Austin, and Washington and has a net worth of approximately of $90 million as of year-end 2019. The borrower sponsors acquired the Sullyfield Commerce Center I & II Mortgage Property in October 2019 and currently has a cost basis of approximately $41.4 million.

The Property. The Sullyfield Commerce Center I & II Property is an industrial-flex property totaling 245,888 square feet located at 14340 (“Center I”) and 14320 (“Center II”) Sullyfield Circle in Chantilly, Virginia, approximately 25 miles west of Washington D.C. The Sullyfield Commerce Center I & II Property was built in 1985, consists of two, two-story buildings and is situated on a 13.02-acre site. Center I features 146,011 square feet, with 12 dock doors and 7 grade level doors. Center II features 99,877 square feet, with no dock or grade doors. Display-office areas consist of approximately 43.1% of NRA or 106,003 square feet of the Sullyfield Commerce Center I & II Property and have higher quality finishes with some renovated restrooms. The warehouse area (approximately 56.9% of NRA or 139,885 square feet) features 22-foot clear heights and 30’x40’ column spacing. The Sullyfield Commerce Center I & II Property is served by 568 surface parking spaces at 2.2 per 1,000 square feet of net rentable area. As of September 30, 2020, the Sullyfield Commerce Center I & II Property is 94.4% leased to 10 tenants.

COVID-19 Update. As of November 10, 2020, the Sullyfield Commerce Center I & II Property is open. Tenants representing 100.0% of the occupied NRA and 100.0% of underwritten in place base rent for occupied space have paid both October and November 2020 rent payments. As of November 10, 2020, the borrower sponsors indicated that no tenants have requested for rent relief. As of November 10, there has been no forbearance or modification request on the Sullyfield Commerce Center I & II Mortgage Loan which has a first payment date of December 6, 2020.

Major Tenants. The largest tenant at the Sullyfield Commerce Center I & II Property, Dynex Technologies, Inc. (“Dynex”), leases 81,795 square feet (33.3% of NRA) through July 2030 in Center I. The Dynex space consists of 77,917 square feet of warehouse space and 3,878 square feet of office space. Dynex was founded over 60 years ago and is a medical technology firm which delivers automated microplate processing systems to improve health outcomes for patients. In 2017, Dynex was acquired by Telegraph Hill Partners, a venture capital firm that invests in companies in the life sciences, medical device, and healthcare industries. Dynex is currently working with COVID-19 test kit manufacturers, distributor partners and end-user Clinical Labs on implementation and automation of novel COVID-19 tests. Dynex is headquartered at the Sullyfield Commerce Center I & II Property and has locations in the United Kingdom, Germany and Hong Kong. Dynex has been in occupancy at the Sullyfield Commerce Center I & II Property since 2004, having executed multiple renewals. Most recently, Dynex expanded its space to a total of 81,795 square feet and extended its lease to July 2030. The lease provides for two, five-year renewal options with a 12-month notice requirement. The lease does not provide for any termination options.

The second largest tenant at the Sullyfield Commerce Center I & II Property, Northrop Grumman Systems Corporation (“Northrop Grumman”) (rated BBB/Baa1/NR by Fitch/Moody’s/S&P), leases 15,729 square feet through August 2021 (“NG August 2021 Lease”) and 30,168 square feet through February 2021 (“NG February 2021 Lease”) in Center II, for a total of 45,897 square feet (18.7% of NRA). Northrop Grumman is an American global aerospace and defense technology company, employing over 90,000 employees, with multiple locations in Virginia, as well as California, Maryland, Australia, and the United Kingdom. The tenant has occupied its space since 2006, and extended its lease multiple times, most recently in 2018 through 2021. The NG August 2021 Lease provides for two, three-year renewal options and no termination options. The borrower sponsors is finalizing a lease with Northrop Grumman to extend the NG February 2021 Lease, which expires on February 28, 2021. A draft lease was provided to the lender for Northrop Grumman to extend the NG February 2021 Lease by five years at an initial rent of $15.75 per square foot with 2.75% annual escalations. The borrower sponsors anticipate the lease to be executed by December 2020. The extension has not been reflected in the underwriting cash flows, however, an upfront reserve of $118,786 in anticipated tenant improvements was escrowed for such extension.

The third largest tenant at the Sullyfield Commerce Center I & II Property, Criterion Supply, Inc. (F/K/A Mike’s Flooring Companies, Inc.) (“Criterion Supply”), leases 26,567 square feet (10.8% of NRA) in Center I through June 2026. Criterion Supply is a home flooring company offering area rugs, floor laminate, carpeting, and wood flooring. The lease was assigned to Criterion Supply in October 2019 by Mike’s Flooring Companies, Inc. which is a tenant that had been at the property since 2015. The lease provides for one, five-year renewal option and no termination options.

103

Industrial - Flex	Loan #10	Cut-off Date Balance:	$20,000,000
14320 and 14340 Sullyfield Circle	Sullyfield Commerce Center I & II	Cut-off Date LTV:	44.4%
Chantilly, VA, 20151		U/W NCF DSCR:	4.72x
		U/W NOI Debt Yield:	15.5%

The following table presents certain information relating to the tenancy at the Sullyfield Commerce Center I & II Property:

Major Tenants⁽¹⁾

Tenant Name	Credit Rating (Fitch/ Moody’s/ S&P)⁽²⁾	Tenant NRSF	% of NRSF	Annual U/W Base Rent PSF	Annual U/W Base Rent	% of Total Annual U/W Base Rent	Lease Expiration	Extension Options	Term. Option (Y/N)
Dynex	NR / NR / NR	81,795	33.3%	$15.85	$1,296,187	39.7%	7/31/2030	2, 5-year	N
Northrop Grumman	BBB / Baa1 / NR	45,897	18.7%	$15.68	$719,722	22.0%	Various⁽³⁾	2, 3-year⁽⁴⁾	N
Criterion Supply	NR / NR / NR	26,567	10.8%	$9.64	$256,106	7.8%	6/30/2026	1, 5-year	N
CACI NSS, LLC	NR / NR / NR	25,241	10.3%	$12.25	$309,121	9.5%	8/31/2024	1, 5-year	Y
Katmai Health Services, LLC	NR / NR / NR	14,978	6.1%	$13.00	$194,714	6.0%	5/2/2025	⁽⁵⁾	Y
Total Major Tenants		194,478	79.1%	$14.27	$2,775,850	85.0%
Other Tenants		37,649	15.3%	$12.97	$488,315	15.0%
Occupied Space		232,127	94.4%	$14.06	$3,264,165	100.0%
Vacant Space		13,761	5.6%
Collateral Total		245,888	100.0%

(1)

Based on the underwritten rent roll, including rent increases occurring through August 2021.

(2)

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

(3)

Northrop Grumman’s NG February 2021 Lease and NG August 2021 Lease is set to expire in February 2021 and August 2021, respectively. The borrower sponsors provided a draft lease for Northrop Grumman to extend the NG February 2021 Lease for five years.

(4)

Under Northrop Grumman’s lease at NG August 2021 Lease, Northrop Grumman will have the right to extend the term for two consecutive three-year renewal periods. Northrop Grumman’s lease at NG February 2021 Lease does not feature any extension options, however, the borrower sponsors is finalizing a five-year lease extension with such tenant.

(5)

The extension option term is dependent on the term of the potential underlying government contract with the Department of State. Provided Katmai Health Services, LLC is not in default, it has the option to terminate its lease at any time after the first 15 months following commencement of such extension if such government contract is terminated or fails to renew.

104

Industrial - Flex	Loan #10	Cut-off Date Balance:	$20,000,000
14320 and 14340 Sullyfield Circle	Sullyfield Commerce Center I & II	Cut-off Date LTV:	44.4%
Chantilly, VA, 20151		U/W NCF DSCR:	4.72x
		U/W NOI Debt Yield:	15.5%

The following table presents certain information relating to the lease rollover schedule at the Sullyfield Commerce Center I & II Property:

Lease Expiration Schedule⁽²⁾

Year Ending December 31,	No. of Leases Expiring	Expiring NRSF	% of Total NRSF	Cumulative Expiring NRSF	Cumulative % of Total NRSF	Annual U/W Base Rent	% of Total Annual U/W Base Rent	Annual U/W Base Rent PSF
MTM⁽³⁾	3	22,142	9.0%	22,142	9.0%	$292,278	9.0%	$13.20
2020	0	0	0.0%	22,142	9.0%	$0	0.0%	$0.00
2021	2	45,897	18.7%	68,039	27.7%	$719,722	22.0%	$15.68
2022	1	3,607	1.5%	71,646	29.1%	$55,908	1.7%	$15.50
2023	0	0	0.00%	71,646	29.1%	$0	0.0%	$0.00
2024	1	25,241	10.3%	96,887	39.4%	$309,121	9.5%	$12.25
2025	2	18,661	7.6%	115,548	47.0%	$251,616	7.7%	$13.48
2026	2	38,662	15.7%	154,210	62.7%	$394,594	12.1%	$10.21
2027	0	0	0.0%	154,210	62.7%	$0	0.0%	$0.00
2028	0	0	0.0%	154,210	62.7%	$0	0.0%	$0.00
2029	0	0	0.0%	154,210	62.7%	$0	0.0%	$0.00
Thereafter	1	77,917	31.7%	232,127	94.4%	$1,240,926	38.0%	$15.93
Vacant	0	13,761	5.6%	245,888	100.0%	$0	0.0%	$0.00
Total/Weighted Average⁽⁴⁾	12	245,888	100.00%			$3,264,165	100.0%	$14.06

(1)	Based on the underwritten rent roll. Rent includes base rent and rent increases occurring through August 2021.

(2)	Certain tenants have more than one lease. In addition, certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date.

(3)

Three tenants are leasing space at the Sullyfield Commerce Center I & II Property on a month-to-month basis. The tenants include Dynamic Animation Systems, Inc. (14,867 square feet) which has been in occupancy since 2011 and executed a month-to-month lease in January 2017. The other two tenants are Dynex Technologies, Inc. which leases 3,397 square feet of office space on a month-to-month basis in addition to 77,917 square feet through July 2030 and CHU Contracting, Inc. which has leased its space on a month-to-month basis since August 2017.

(4)	Annual underwritten base rent and annual underwritten base rent per square feet excludes vacant space.

The following table presents historical occupancy percentages at the Sullyfield Commerce Center I & II Property:

Historical Occupancy

12/31/2018⁽¹⁾	12/31/2019⁽¹⁾	9/30/2020⁽²⁾
93.8%	83.6%	94.4%

(1)	Information obtained from the Sullyfield Commerce Center I & II Borrowers.

(2)	Information obtained from the underwritten rent roll dated September 30, 2020.

105

Industrial - Flex	Loan #10	Cut-off Date Balance:	$20,000,000
14320 and 14340 Sullyfield Circle	Sullyfield Commerce Center I & II	Cut-off Date LTV:	44.4%
Chantilly, VA, 20151		U/W NCF DSCR:	4.72x
		U/W NOI Debt Yield:	15.5%

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at Sullyfield Commerce Center I & II Property:

Cash Flow Analysis

	2018	2019	TTM 8/31/2020	U/W⁽¹⁾⁽²⁾	%⁽³⁾	U/W $ PSF
Base Rent	$2,928,413	$2,726,126	$2,971,360	$3,205,509	74.7%	$13.28
Contractual Rent Steps	0	0	0	58,655	1.4	0.24
Grossed Up Vacant Space	0	0	0	255,267	6.0	1.04
Gross Potential Rent	$2,928,413	$2,726,126	$2,971,360	$3,519,431	82.0%	$14.31
Other Income	988	15,513	84,078	0	0.0	0.00
Total Recoveries	689,506	558,304	687,078	770,273	18.0	3.13
Net Rental Income	$3,617,919	$3,284,430	$3,658,438	$4,289,704	100.0%	$17.45
(Vacancy & Credit Loss)	0	(142,506)	(494,693)	(255,267)	(7.3)	(1.04)
Effective Gross Income	$3,618,907	$3,157,437	$3,247,823	$4,034,438	94.0%	$16.41

Real Estate Taxes	277,874	267,672	91,224	283,609	7.0	1.15
Insurance	31,371	38,988	38,231	35,102	0.9	0.14
Management Fee	99,797	85,346	83,077	121,033	3.0	0.49
Other Operating Expenses	435,519	543,226	500,314	500,314	12.4	2.03
Total Operating Expenses	848,561	935,233	712,847	940,059	23.3	3.82

Net Operating Income⁽⁵⁾	$2,770,346	$2,222,204	$2,534,977	$3,094,379	76.7%	$12.58
Replacement Reserves	0	0	0	122,944	3.0	0.50
TI/LC	0	0	0	83,602	2.1	0.34
Net Cash Flow	$2,770,346	$2,222,204	$2,534,977	$2,887,833	71.6%	$11.74

NOI DSCR	4.53x	3.63x	4.15x	5.06x
NCF DSCR	4.53x	3.63x	4.15x	4.72x
NOI Debt Yield	13.9%	11.1%	12.7%	15.5%
NCF Debt Yield	13.9%	11.1%	12.7%	14.4%

(1)	Annual U/W Base Rent includes contractual rent steps through August 2021.

(2)	For the avoidance of doubt, no COVID-19 specific adjustments have been incorporated in the lender U/W.

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

(4)	The difference between YE 2019 NOI and YE 2018 NOI is primarily due to a decrease in occupancy. The difference between the TTM NOI (8/31/2020) and underwritten NOI is primarily due to an increase in occupancy as a result of Dynex’s expansion in January 2020.

(5)	Underwritten economic vacancy is 6.0%. The Sullyfield Commerce Center I&II Property is 94.4% leased as of September 30, 2020.

Appraisal. The appraiser concluded to an “as-is” Appraised Value for of $26,700,000 and $18,300,000 for Center I and Center II of the Sullyfield Commerce Center I & II Property, respectively for an aggregated value of $45,000,000 as of October 1, 2020.

Environmental Matters. According to the Phase I environmental site assessment dated October 2, 2020, there was no evidence of any recognized environmental conditions at the Sullyfield Commerce Center I & II Property.

Market Overview and Competition. The Sullyfield Commerce Center I & II Property is located in Chantilly, Virginia, within Fairfax County, and forms part of the Washington-Arlington-Alexandria, DC-VA-MD-WV metropolitan statistical area, also known as the National Capital Region. The city of Chantilly is located approximately 25 miles west of Washington, D.C. and is bordered by Herndon to the north, Reston to the northeast, Centreville to the south, and South Riding to the west. The Sullyfield Commerce Center I & II Property is located within one mile of U.S. Route 50, and within three miles of State Route 86 which offer connectivity to Dulles International Airport (approximately 4 miles south) and Washington D.C. Chantilly is the main employment center for the western portion of Fairfax County. The main economic activity is high-technology manufacturing with companies such as Lockheed Martin, Man Tech International, and The Aerospace Corporation, as well as government defense contractors including the FBI, CIA, and NRO. The census-designated place is home to two industrial clusters in the northwestern and southeastern areas, a portion of the largest industrial park, Westfields, is also housed within Chantilly.

According to a third-party appraisal report, the 2019 population within a one-, three- and five-mile radius of the Sullyfield Commerce Center I & II Property was 8,386, 69,753 and 229,388, respectively. The 2019 average household income within the same radii was $119,687, $181,580 and $169,206, respectively.

According to a third-party appraisal report, as of the second quarter of 2020, the Route28/Dulles South market has a total inventory of approximately 12.4 million square feet with approximately 1.1 million square feet vacant indicating a current vacancy rate of 8.6% and asking rents of $11.50 per square foot. No additional inventory was delivered in the last year, and net absorption was positive 0.5% (62,260 square feet) during second quarter of 2020. Furthermore, no properties are currently under construction in the

106

Industrial - Flex	Loan #10	Cut-off Date Balance:	$20,000,000
14320 and 14340 Sullyfield Circle	Sullyfield Commerce Center I & II	Cut-off Date LTV:	44.4%
Chantilly, VA, 20151		U/W NCF DSCR:	4.72x
		U/W NOI Debt Yield:	15.5%

submarket. The competitive set per the appraisal includes five properties ranging in occupancy from 81.4% to 100.0%, with a weighted average occupancy of 94.5%. Adjusting for the office/flex space, the asking rents per square foot for office space range from $14.27 to $30.90 per square foot (NNN), with a weighted average of $19.14 per square foot (NNN). Based on the appraiser concluded market rents of $13.95 per square foot (NNN) for 1^st floor office space, $15.50 per square foot (NNN) for 2^nd floor office space, and $16.50 per square foot (NNN) for the warehouse space, the Sullyfield Commerce Center I & II Property’s weighted average in-place rents of $14.06 per square foot (NNN) are approximately 26.5% below market.

The following table presents certain information relating to the appraiser’s market rent conclusions for the Sullyfield Commerce Center I & II Property:

Market Rent Summary⁽¹⁾

	Basic Flex	2^ndFloor Office	Premium Flex
NRA (SF)	109,477	28,326	108,085
Market Rent (PSF)	$14.00	$15.50	$16.50
Lease Term (Years)	5 years	5 years	7 years
Lease Type (Reimbursements)	NNN	Continue Prior	NNN
Rent Increase Projection	3.0%/yr.	3.0%/yr.	3.0%/yr.

(1)

Information obtained from the appraisal.

The table below presents certain information relating to comparable sales pertaining to the Sullyfield Commerce Center I & II Property identified by the appraiser:

Comparable Sales⁽¹⁾

Property Name	Location	Rentable Area (SF)	Year Built	Sale Date	Actual Sale Price	Sale Price (PSF)
Techwood @ BWI	Hanover, MD	128,977	1988	Mar-20	$22,083,633	$171
Telos	Ashburn, VA	190,000	1984	Sep-19	$26,125,000	$138
Avion Business Park	Chantilly, VA	318,287	1988	Jun-19	$43,500,000	$137
Telegraph Road Business Park	Severn, MD	124,428	2001	May-19	$18,000,000	$145
Gude Commerce Center	Rockville, MD	79,642	1974	Feb-18	$14,550,000	$183
Dulles Business Park	Chantilly, VA	100,505	1998	Mar-18	$13,800,000	$137

(1)	Information obtained from the appraisal.

The following tables present certain information relating to comparable office leases for the Sullyfield Commerce Center I & II Property:

Comparable Leases⁽¹⁾

Property Name/Location	Year Built/ Renovated	NRA (SF)	Distance from Subject	Occupancy	Tenant	Tenant Size (SF)	Lease Start Date	Lease Term (YRS)	Annual Base Rent PSF⁽²⁾	Lease Type
Chantilly Plaza IV 14155 Sullyfield Cir. Chantilly, VA	1989	39,450	0.3 miles	94%	Undisclosed	2,219	Nov-20	5.0	$15.59	NNN
Brookfield Corporate Quest 4451 Brookfield Corporate Dr. Chantilly, VA	1988	34,485	0.6 miles	81%	Ubelhart, Rogstad & Associates	1,823	Jun-19	3.0	$18.06	FSG
Flint Lee North 14740 Flint Lee Rd Chantilly, VA	1990	33,800	0.8 miles	100%	Hound Dog Enterprises LLC	2,236	Jun-20	3.0	$14.27	IG
Chantilly Plaza I 14225 Sullyfield Cir. Chantilly, VA	1989	39,557	0.1 miles	100%	Microgen Health, Inc	4,484	Feb-20	6.0	$18.70	NNN
Chantilly Flex 44218 Wade Dr, Chantilly, VA	1985	9,000	2.5 miles	100%	Undisclosed Undisclosed	1,500 1,500	Apr-20 Nov-19	2.0 1.0	$17.60 $17.60	NNN

(1)

Information obtained from the appraisal.

107

Industrial - Flex	Loan #10	Cut-off Date Balance:	$20,000,000
14320 and 14340 Sullyfield Circle	Sullyfield Commerce Center I & II	Cut-off Date LTV:	44.4%
Chantilly, VA, 20151		U/W NCF DSCR:	4.72x
		U/W NOI Debt Yield:	15.5%

(2)

Adjusted annual base rent reflects both COVID consideration and property quality/condition adjustments.

Escrows.

Real Estate Taxes – The Sullyfield Commerce Center I & II Mortgage Loan documents require an upfront real estate tax reserve of $24,579 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 12 months (initially estimated at $24,579).

Insurance – The Sullyfield Commerce Center I & II Mortgage Loan documents did not require an upfront insurance reserve. The Sullyfield Commerce Center I & II Mortgage Loan documents requires an 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. Notwithstanding the foregoing, the Sullyfield Commerce Center I & II Borrowers’ obligation to make monthly deposits on account of insurance premiums will be waived so long as (i) a blanket insurance policy reasonably acceptable to lender is provided that satisfies the insurance requirements in the Sullyfield Commerce Center I & II Mortgage Loan documents, (ii) no event of default will have occurred and be continuing, and (iii) Sullyfield Commerce Center I & II Borrowers provides periodic evidence of acceptable renewals and timely-paid premiums.

Replacement Reserve – The Sullyfield Commerce Center I & II Mortgage Loan documents require ongoing monthly replacement reserves of $2,049.

TI/LC Reserve – The Sullyfield Commerce Center I & II Mortgage Loan documents require an ongoing monthly TI/LC reserve during any Cash Management Period (as defined below).

Free Rent Reserve – The Sullyfield Commerce Center I & II Mortgage Loan documents require an upfront free rent reserve of $118,786 of rent holdback in connection with the tenant Northrop Grumman’s draft letter to extend its lease at Center I by five years.

Outstanding TI Reserve – The Sullyfield Commerce Center I & II Mortgage loan documents requires an upfront outstanding TI reserve of $4,865,274 for tenants Dynex ($4,441,269) and Northrop Grumman ($424,005). Dynex expanded its space to a total of 81,795 square feet and extended its lease to July 2030. Northrop Grumman has provided a draft letter of intent to extend the NG February 2021 Lease by five years. Provided the NG February 2021 Lease is extended prior to expiration, the reserved tenant improvement funds will be used toward any landlord obligations in the new lease and the reserved rent will be released to Sullyfield Commerce Center I & II Borrowers. If the NG February 2021 Lease is not extended prior to expiration, the funds will be transferred to the TI/LC Reserve.

Lockbox and Cash Management. The Sullyfield Commerce Center I & II Mortgage Loan is structured with a hard lockbox with springing cash management upon a Cash Management Period. At origination, the Sullyfield Commerce Center I & II Borrowers and property manager were required to send direction letters to tenants instructing them to deposit all rents and payments into the lockbox account controlled by the lender.

During a Cash Management Period, all funds in the lockbox account are required to be deposited on a daily basis into a lender-controlled cash management account. So long as no event of default is continuing under the Sullyfield Commerce Center I & II Mortgage Loan documents, funds in the cash management account are required to be applied (i) to make deposits into the tax and insurance reserves, (ii) to pay debt service on the Sullyfield Commerce Center I & II Mortgage Loan, (iii) to make deposits into the recurring replacements reserve (iv) to pay operating expenses set forth in the annual budget (which is required to be reasonably approved by the lender) and extraordinary operating or capital expenses reasonably approved by the lender, and (v) to pay any remainder into either an excess cash flow account, to be held by the lender as additional security for the Sullyfield Commerce Center I & II Mortgage Loan during the continuance of the Cash Management Period or if no Cash Management Period is continuing, an account designated by the Sullyfield Commerce Center I & II Borrowers.

A “Cash Management Period” means the occurrence of: (a) an event of default, or (b) if, the debt service coverage ration being less than 1.20x at the end of any quarter.

Property Management. The Sullyfield Commerce Center I & II Property is managed by Beckham Gumbin Ventures, LLC, an affiliate of the Sullyfield Commerce Center I & II Borrowers. Beckham Gumbin Ventures, LLC signed a sub-management agreement with, an affiliate, Beltway Property Management, LLC. Beltway Property Management, LLC manages, operates, and maintains the Sullyfield Commerce Center I & II Property on the day-to-day. Beckham Gumbin Ventures, LLC is a small, privately held real estate investment and development company.

Partial Release. On any payment date after the release date, the Sullyfield Commerce Center I & II Borrowers may obtain the release of either Center II or Center I from the lien of the Sullyfield Commerce Center I & II Mortgage Loan upon a bona fide third-party sale, subject to the satisfaction of certain conditions, including, but not limited to: (i) the Sullyfield Commerce Center I & II Borrowers defease an amount of principal equal to the greater of (x) 95.0% of the net sale proceeds for the released building and (y) 120% of the Allocated Loan Amount (as defined below) for such building; (ii) after giving effect to such release and defeasance, the debt yield for the remaining portion of the Sullyfield Commerce Center I & II Property is no less than the greater of (x) the debt yield immediately preceding such release and (y) 14.0%; and (iii) the Sullyfield Commerce Center I & II Borrowers obtain a REMIC opinion.

“Allocated Loan Amount” means an amount equal to $11,886,667 with respect to Center I and $8,133,333 with respect to the Center II.

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Industrial - Flex	Loan #10	Cut-off Date Balance:	$20,000,000
14320 and 14340 Sullyfield Circle	Sullyfield Commerce Center I & II	Cut-off Date LTV:	44.4%
Chantilly, VA, 20151		U/W NCF DSCR:	4.72x
		U/W NOI Debt Yield:	15.5%

Real Estate Substitution. Not permitted.

Subordinate and Mezzanine Indebtedness. Not permitted.

Ground Lease. None.

Terrorism Insurance. The Sullyfield Commerce Center I & II Mortgage Loan documents require that the “all risk” insurance policy required to be maintained by the Sullyfield Commerce Center I & II Borrowers provides coverage for terrorism in an amount equal to the full replacement cost of the Sullyfield Commerce Center I & II Property.

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Wells Fargo Commercial Mortgage Trust 2020-C58

Transaction Contact Information

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

Wells Fargo Securities, LLC

Brigid Mattingly	Tel. (312) 269-3062

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

Alex Wong	Tel. (212) 214-5615

Barclays Capital Inc.

Daniel Vinson	Tel. (212) 528-8224

Brian Wiele	Tel. (212) 412-5780

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