3650R 2021-PF1 Commercial Mortgage Trust

Presale:

3650R 2021-PF1 Commercial Mortgage TrustNovember 1, 2021

Preliminary Ratings

Class(i) Preliminary rating Preliminary amount ($) CE (%)

A1 AAA (sf) 26,952,000 30.000

A3 AAA (sf) 141,041,000 30.000

A4 AAA (sf) TBD(ii) 30.000

A5 AAA (sf) TBD(ii) 30.000

ASB AAA (sf) 22,719,000 30.000

X-A AAA (sf) 691,236,000(iii) N/A

X-B NR 90,710,000(iii) N/A

AS AAA (sf) 48,226,000 24.750

B AA- (sf) 43,633,000 20.000

C NR 47,077,000 14.875

X-D(iv) NR 40,648,000(iii) N/A

D(iv) NR 29,854,000 11.625

E(iv) NR 10,794,000 10.450

F-RR(iv)(v) NR 14,468,000 8.875

G-RR(iv)(v) NR 26,409,000 6.000

J-RR(iv)(v) NR 11,482,000 4.750

NR-RR(iv)(v) NR 43,633,611 0.000

Note: This presale report is based on information as of Nov. 1, 2021. The ratings shown are preliminary. This report does not constitute arecommendation to buy, hold, or sell securities. Subsequent information may result in the assignment of final ratings that differ from thepreliminary ratings. (i)The certificates will be issued to qualified institutional buyers according to Rule 144A of the Securities Act of 1933. (ii)Thefinal balances of the class A-4 and A-5 certificates will be determined at final pricing. The certificates in aggregate will have a total balance of$452.298 million. The class A-4 certificates are expected to have a balance between $0 and $195.000 million, and the class A-5 certificates areexpected to have a balance between $257.298 million and $452.298 million. (iii)Notional balance. The notional amount of the class X-Acertificates will be equal to the aggregate certificate balance of the class A-1, A-3, A-4, A-5, A-SB, and A-S certificates. The notional amount ofthe class X-B certificates will be equal to the aggregate certificate balance of the class B and C certificates. The notional amount of the classX-D certificates will be to the aggregate certificate balance of the class D and E certificates. (iv)Non-offered certificates. (v)Non-offered eligiblehorizontal interest (HRR). NR--Not rated. TBD--To be determined. N/A--Not applicable.

Profile

Expected closing date Nov. 30, 2021.

Presale:

3650R 2021-PF1 Commercial Mortgage TrustNovember 1, 2021

PRIMARY CREDIT ANALYST

Michael C Polkow

Boston

+ 1 (303) 721 4504

[email protected]

SECONDARY CONTACT

John V Connorton III

New York

+ 1 (212) 438 3892

[email protected]

www.standardandpoors.com November 1, 2021 1

© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimeron the last page.

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mailto: [email protected]




Profile (cont.)

Collateral Thirty-five commercial mortgage loans with an aggregate principal balance of $918.587 million(approximately $781.946 million of offered certificates), secured by the fee and leasehold interestsin 42 properties across 17 states.

S&P Global Ratingspooled trust LTV

102.2% (based on S&P Global Ratings' NCF and weighted average capitalization rate of 7.52%).

S&P Global Ratingspooled trust DSC

2.10x (based on S&P Global Ratings' NCF and the actual debt service payable on the mortgageloans and, for the partial-term interest-only loans, the debt service due when the interest-onlyperiod expires).

S&P Global Ratingspooled trust debt yield

7.79% (based on S&P Global Ratings' NCF and the loan balances for the mortgage loans).

Payment structure The transaction is structured to comply with risk retention requirements by way of an eligiblehorizontal risk retention structure, which includes the class F-RR, G-RR, J-RR, and NR-RRcertificates, collectively the HRR certificates. The total required credit risk retention percentage forthis transaction is 5.0%. On each distribution date, interest accrued for each class of certificates atthe applicable pass-through rate will be distributed in the following priority, if funds are available:to the class A-1, A-3, A-4, A-5, A-SB, X-A, X-B, and X-D certificates, pro rata, based on theirrespective entitlements to interest for that distribution date, and sequentially to the class A-S, B,C, D, E, F-RR, G-RR, and H-RR certificates, in that order, until interest payable to each class is paidin full. Principal payments on the certificates will be distributed to the class A-SB certificates untilthe balance is reduced to the planned principal balance for that distribution date, and thensequentially to the class A-1, A-3, A-4, A-5, A-SB, A-S, B, C, D, E, F-RR, G-RR, and J-RR certificatesuntil each class' balance is reduced to zero. If the class A-S through J-RR certificates' total balancehas been reduced to zero, principal payments on the certificates will be distributed to the classA-1, A-3, A-4, A-5, and A-SB certificates, pro rata, based on each class' certificate balance. Losseswill be allocated to each class of certificates in reverse alphabetical order starting with the classJ-RR certificates through and including the class A-S certificates, and then to the class A-1, A-3,A-4, A-5, and A-SB certificates, pro rata, based on each class' certificate balance.

Depositor 3650 REIT Commercial Mortgage Securities II LLC.

Mortgage loan sellersand sponsors

3650 Real Estate Investment Trust 2 LLC, Citi Real Estate Funding Inc., and German AmericanCapital Corp.

Master servicer Midland Loan Services, a Division of PNC Bank N.A.

Special servicer 3650 REIT Loan Servicing LLC.

Trustee and certificateadministrator

Wells Fargo Bank N.A.

LTV--Loan-to-value ratio, which is based on S&P Global Ratings' values. DSC--Debt service coverage. NCF--Net cash flow. TBD--To bedetermined.

Rationale

The preliminary ratings assigned to the 3650R 2021-PF1 Commercial Mortgage Trust'scommercial mortgage pass-through certificates reflect the credit support provided by thetransaction's structure, our view of the underlying collateral's economics, the trustee-providedliquidity, the collateral pool's relative diversity, and our overall qualitative assessment of thetransaction. S&P Global Ratings determined that the collateral pool has, on a weighted averagebasis, debt service coverage (DSC) of 2.10x and beginning and ending loan-to-value (LTV) ratios of102.2% and 98.7%, respectively, based on our values.



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Presale: 3650R 2021-PF1 Commercial Mortgage Trust

Environmental, Social, And Governance (ESG) Factors

Our rating analysis considers a transaction's potential exposure to ESG credit factors. For CMBS,we view the exposure to environmental credit factors as above average, social credit factors asaverage, and governance credit factors as average (see "ESG Industry Report Card: CommercialMortgage-Backed Securities," published March 31, 2021). The sector's above-average exposure toenvironmental credit factors reflect environmental risks, such as physical climate and pollution.These risks can have serious and material effects on the value of the underlying commercial realestate backing the rated certificates--especially since CMBS pools are generally moreconcentrated than other highly diversified asset classes in structured finance.

The transaction's exposure to environmental credit factors is in line with our sector benchmark, inour view. Our analysis of the underlying real estate we examined in the loan pool included a reviewof third-party appraisal(s), environmental site, property condition, and seismic risk assessments(when located in a high hazard earthquake zone). We also reviewed the underlying loandocumentation or a sample of the largest loans in the loan pool in conduit transactions. Inparticular, we looked at the property insurance requirements, the loan covenants requiringborrower(s) to maintain the real estate in good condition and appropriately address any exposureto environmental conditions, and any other available loan features we deemed relevant (e.g.,environmental indemnity, third-party environmental guarantee, and specific cash reserve). Wealso reviewed the disclosed exceptions to the seller's representations and warranties to identifyany other significant unmitigated environmental credit factors present in the smaller loans, ifapplicable.

Our review concluded that environmental credit factors are not key rating drivers in thistransaction because these risks were adequately addressed. While the progressivedecarbonization of the real estate sector by 2050 is expected to influence market values over time,we believe our current approach to evaluating stressed long-term recovery values indirectlyaccounts for the potential materialization of that pricing differentiation over the expected life ofthe transaction. In addition, our analysis does not give credit to any future actions that landlordsand tenants may take to reduce their carbon footprint to support a healthier environment andpreserve property value. As a result, we have not separately identified this as a material ESG creditfactor in our analysis.

The transaction's exposure to social and governance credit factors is in line with our sectorbenchmark, in our view.

Transaction Overview

The chart shows an overview of the transaction's structure, cash flows, and other considerations.



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Strengths

The transaction exhibits the following strengths:

- The transaction has a strong weighted average S&P Global Ratings' DSC of 2.10x based onactual debt service and, for the partial-term interest-only loans, the debt service due when theinterest-only period expires. Nevertheless, the prevailing low interest rate environmentinfluences this DSC, and any increase in interest rates could affect the loans' ability torefinance at maturity. Our DSCs for the pool range from 1.15x-7.12x.

- The pool is geographically diverse, with 42 properties spread across 17 states. The largestconcentration is in California (nine properties, 30.9% of the pooled trust balance), followed byNew York (eight properties, 21.2%) and Massachusetts (one properties, 8.5%). No other stateaccounts for more than 5.4% of the pooled trust balance.



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- The transaction has a strong concentration of properties in primary markets, specifically withinrelatively strong metropolitan statistical areas (MSAs), including Los Angeles, New York, andSan Jose, Calfi.. Of the pooled trust balance, 68.8% is located in primary markets (as defined byS&P Global Ratings) and 15.7% in secondary markets. The remaining 15.6% of the pool islocated in tertiary markets.

- The loan pool has a relatively diverse mix of property types, as categorized by S&P GlobalRatings. Of the pooled trust balance, 26.7% is backed by office properties, 23% by multifamilyproperties, 21.8% by retail properties, 16.9% by mixed-use properties, 8.6% by industrialproperties, 2.2% by other properties, and 0.9% by self-storage properties. There are no lodgingproperties in the pool.

- All of the pool's loan borrowers are structured as special-purpose entities (SPEs). Thirty-two ofthe loans (94.7%) provided lenders with non-consolidation opinions, including all of the top 10loans. Thirty-three loans (96.9%) have borrowers that are structured with at least oneindependent director.

- Twenty-seven of the loans (79.8% of the pooled trust balance) have some form of lockbox: 15loans (58.3%) are structured with a hard lockbox, 10 loans (16.7%) with springing lockboxes,and two loans (4.8%) have a hard in-place lockbox for commercial tenants and a soft in-placelockbox for residential tenants. Four loans (12.3%) have in-place cash management whiletwenty-three loans (67.5%) are structured with springing cash management. Eight loans(20.2%) have no cash management, and the same eight loans have no lockbox provisions.

- Eight loans (22.4% of the pooled trust balance) represent acquisition oracquisition/recapitalization financing. Although some of these loans have limited operatingdata due to their recent acquisition, these loans benefit from the recent equity contribution bytheir sponsors. The weighted average LTV ratio for these loans, based on the appraiser's "as is"value, was 52.8%, reflecting average equity contribution of 47.2% for these loans.

- Two loans (7.3% of the pooled trust balance) are secured by multiple properties, ranging fromthree to six properties, which may lessen their net cash flow (NCF) volatility. However, both ofthese loan portfolios include properties located within the same city or state, which limits theirgeographic diversification. Additionally, one of the loans (1.9%) allows for property releases,subject to various conditions, which may further reduce the benefit of the initial diversity.

Risk Considerations

We considered these risks when analyzing this transaction:

- While still elevated, U.S. CMBS delinquencies have declined in recent months after increasingin 2020 due to the economic slowdown resulting from the COVID-19 pandemic and theassociated containment efforts, including social distancing, restrictions on travel, andgovernment-mandated closures of certain businesses. Many lodging assets were closed oroperating at low occupancy levels, and certain tenants within retail assets stopped paying rentor requested rent relief due to closure or demand reductions. However, we note that there areno lodging assets in this pool. The COVID-19 pandemic and the responses to it have led to anincrease in unemployment levels and a reduction in consumer spending, which may alsoadversely impact multifamily, office, self-storage, and industrial properties. Multifamily andself-storage properties may be negatively affected if unemployment rates rise and disposableincome levels fall, or if there is a moratorium on evictions. Office properties may experiencefluctuations in occupancy as businesses adjust their plans in response to government actions



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or if employers permit enhanced flexible work arrangements. The trust's exposure to retail isthrough 6 loans (23.9% of the pooled trust balance) that we discuss further below. According tothe issuer, all of the loans in the transaction whose first payment date has already occurred arecurrent on their debt service obligations. In some cases, borrowers may be in discussions withtenants that have requested lease modifications or rent relief. We selectively increased ourvacancy rate and/or capitalization rate assumptions on certain properties that we deemed tohave a higher risk for cash flow disruption.

- The transaction has high leverage, with a weighted average LTV ratio of 102.2% based on S&PGlobal Ratings' values. The LTV was one of the primary factors in S&P Global Ratings' derivationof credit enhancement levels for this transaction.

- The transaction is moderately diversified by loan balance, with an effective loan count (asmeasured by the Herfindahl-Hirschman Index) of 24.5. The 10 largest loans represent 53.5% ofthe pooled trust balance. More diversified transactions can be less susceptible to volatility indefault and loss rates due to their reduced exposure to loan-related event risk, such as leaserollover, tenant bankruptcy, or changes in local market conditions. The effective loan count wasone of the key factors in our derivation of credit enhancement for this transaction.

- Twenty-six loans (80.7% of the pooled trust balance) are interest-only for their entire loanterms, including eight of the top 10 loans (44.5%). The interest-only loans have a high weightedaverage S&P Global Ratings LTV ratio of 101.2%, and 13 loans (35.4% of the pooled trustbalance) have LTV ratios over 100%. Four loans (5.7%) have a partial interest-only period,including zero of the top 10 loans, and five loans in the pool (13.7%) are structured asamortizing loans. The transaction is scheduled to amortize 5.5% through maturity. S&P GlobalRatings considered loan amortization characteristics when assigning credit enhancementlevels to the individual loans and the transaction.

- Six loans (23.9% of the pooled trust balance) are secured by retail assets. Four of these loans(16.9%) are anchored retail properties that are either grocery-anchored or shadow anchored bystrong retailers or grocers. One loan (4.90%) is anchored by a super-regional mall inWestchester, NY, and one loan (2.2%) is secured by a single tenant property leased to Cabelas.The U.S. retail sector has been facing numerous challenges over the past several years giventhe continued growth of e-commerce, increasing consumer price sensitivity due to stagnatingwage growth, and changing consumer tastes. These trends have resulted in declining sales,store closures, and smaller average store sizes for many national retailers. However,brick-and-mortar retail stores in well-situated class-A malls and within shopping centers, aswell as freestanding properties that are located in infill locations near major transportationnodes and in areas with strong demographic profiles, continue to prosper. Low supply growth inrecent years may help keep vacancy levels at their currently low levels and boost rent growth.Five of the six retail loans (21.7%) are secured by properties located in primary locations. Wevisited Plaza La Cienaga (5.4%; a mixed-use retail and medical office property in West LosAngeles), Venice Crossroads (4.9%; a grocery-anchored retail center in Los Angeles), TheWestchester (4.9%; a super-regional, luxury-oriented mall in White Plains, NY), and MarinaPacifica, a multi-tenant shopping center in Long Beach, Calif.). One retail loan (2.2% of thepooled trust balance) is secured by a property located in a tertiary location.

- Eight properties (29.7% of the pooled trust balance) are leased to a single tenant. Theseproperties can be susceptible to cash flow disruption if the tenant's business operations areadversely impacted or if the tenant fails to renew its lease. The largest of these is CX - 350 &450 Water Street (8.5%; Boston; office/lab/R&D properties that are 100% leased to Sanofi[AA/Stable/A-1+] through Nov. 30, 2036). Five of the single-tenant properties (25.1%) havelease terms that extend beyond the loan maturity date, while the leases for the remaining three



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properties (4.6%) expire before loan maturity. Three of the properties (11.4%) are leased totenants that have investment-grade ratings ('BBB-' and above) from S&P Global Ratings.

- Eleven loans (47.3% of the pooled trust balance) do not have warm-body carve-out guarantors.In our view, this limitation generally lessens the disincentive provided by a typical nonrecoursecarve-out related to "bad boy" acts or voluntary bankruptcy.

- Eleven loans in the pool (45.5% of the pooled trust balance) have a pari passu component; threeloans, CX – 350 & 450 Water Street (8.5%), The Westchester (4.9%), and One SoHo Square(2.7%) have a subordinate first-mortgage loan component in addition to their senior trust andpari passu loan components (which were securitized in separate stand-alone transactions).Three loans (8.5%) have mezzanine debt. Our S&P Global Ratings loan-level recoverythresholds account for the presence of additional subordinate debt related to mezzanine debt,B-notes, and preferred equity, where applicable.

- The transaction documents include provisions for the transaction parties to seek rating agencyconfirmation (RAC) that certain actions will not result in a downgrade or withdrawal of thethen-current ratings on the securities. The definition of RAC in the transaction documentsincludes an option for the transaction parties to deem their RAC request satisfied if, afterhaving delivered a RAC request, the transaction parties have not received a response to therequest within a certain period of time. We believe it is possible for a situation to arise where anaction subject to a RAC request would cause us to downgrade the securities according to ourratings methodology, even though a RAC request is deemed to be satisfied pursuant to thisoption.

Pool Characteristics

Collateral description

The pool contains 35 loans that are secured by either a first-mortgage lien on the fee interest (32properties, 75.2% of the pooled trust balance), a leasehold interest (seven properties, 10.9%), or afee/leasehold interest (three properties, 13.9%). The top five and 10 loan concentrationsrepresent 31.5% and 53.5% of the pooled trust balance, respectively (see table 9 for a detaileddescription of the 10 largest loans in the pool).

Property type distribution

The top two property types in the pool are office assets, which account for 26.7% of the pooledtrust balance, and multifamily, which accounts for 23.0% (see table 1).

Table 1

Property Type Composition

Type(i)No. ofloans

Pooled trustbalance (mil. $)

% of pooled trustbalance

Weighted averageS&P LTV (%)

Weighted averageS&P DSC (x)

Multifamily 13 211.0 23.0 100.2 1.97

Office 6 193.5 21.1 106.6 2.08

Mixed-use 6 155.0 16.9 100.5 2.29

Retail anchored 4 155.0 16.9 92.6 2.20



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Table 1

Property Type Composition (cont.)

Type(i)No. ofloans

Pooled trustbalance (mil. $)

% of pooled trustbalance

Weighted averageS&P LTV (%)

Weighted averageS&P DSC (x)

Industrial 2 78.7 8.6 102.0 2.14

Medical office 1 52.0 5.7 130.8 1.91

Mall 1 45.0 4.9 105.8 1.93

Single tenant - nonIG

1 20.0 2.2 89.2 2.25

Self-storage 1 8.4 0.9 97.7 1.46

Total 35 918.6 100.0 102.2 2.10

(i)Based on S&P Global Ratings' classification. IG--Investment-grade.

Geographic distribution

The pool consists of properties that are located in 17 states. Of these properties, 60.5% (by pooledtrust balance) are located in three states: California, New York, and Massachusetts. The top fivestates represent 71.3% of the pooled trust balance.

As part of our property analysis, we classify the MSA in which each property is located as primary,secondary, or tertiary. Generally, primary markets have higher barriers to entry than secondaryand tertiary markets. The nature of each market type affects capitalization rates and valuationdynamics and can influence the timing and amount of liquidation proceeds if a mortgage loan isforeclosed. (See table 2 for the pool's distribution by state and market type.)

Table 2

Geographic Concentrations

Market type (%)

State Pooled trust balance (mil. $) No. of properties Primary Secondary Tertiary

California 283.7 9 89.4 6.9 3.6

New York 194.4 8 93.5 - 6.5

Massachusetts 77.9 1 100.0 - -

Alabama 49.8 6 - - 100.0

Florida 49.0 3 49.0 - 51.0

Louisiana 30.0 1 - 100.0 -

South Carolina 30.0 1 - 100.0 -

Texas 30.0 2 100.0 - -

Georgia 27.5 2 100.0 - -

Virginia 27.0 1 - 100.0 -

Other states - seven 119.4 8 30.8 31.1 38.1

Total 918.6 42 68.8 15.7 15.6



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Borrower concentration

The largest borrower sponsors in the pool are DivcoWest (Divco), California State Teachers'Retirement System, and Teacher Retirement System of Texas (co-sponsoring CX -350 & 450 WaterStreet; 8.5% of the pooled trust balance) and New Mountain Net Lease Corp. (50 Horseblock;6.4%).

Three groups of loans have related borrower-sponsors:

- Michael Pashaie, one of four sponsors for Rox San, which accounts for 5.7% of the pooled trustbalance, is also the sole sponsor for 477 Rodeo (1.5%) for a combined exposure of 7.2%.

- Gideon D. Levy is the sponsor for 93 East Apartments and PeachTree Plaza Apartments, whichaccount for 3.0% of the pooled trust balance combined.

- Dan M. Stauss, Lynn Stauss, and Scott Stauss are the sponsors for Carrington CourtApartments and Times Square Apartments, which account for 2.3% of the pooled trust balancecombined.

Single-tenant properties

There are eight properties across eight loans (29.7% of the pooled trust balance) that are leased toa single tenant. Five of these tenants associated with properties representing 25.1% of the pooledtrust balance have lease terms that exceed the loan maturity date. The remainder of theproperties have leases that expire before the loan matures (see table 3).

Table 3

Single-Tenant Properties

Property TenantTenant S&Prating

Pooled trustbalance (mil.

$)

% of pooledtrust

balance

Loanexpiration

date

Leaseexpiration

date

CX - 350 & 450Water Street

Sanofi AA/Stable 77.9 8.5 11/6/2031 11/30/2036

50 Horseblock Amneal PharmaceuticalsLLC

B/Stable 59.0 6.4 06/05/2031 6/30/2043

520 Almanor Nokia Corp. BB+/Stable 50.0 5.4 11/06/2031 6/30/2034

PetSmart HQ PetSmart Home OfficeInc.

B/Stable 23.0 2.5 04/05/2028 3/31/2032

Cabelas Cabela's NR 20.0 2.2 11/05/2031 5/31/2044

CAL OESPortfolio

California Governor'sOffice of EmergencyServices

AA-/Positive 19.7 2.1 10/06/2031 6/30/2029

Centene Centene NR 15.6 1.7 05/05/2031 11/30/2030

301 VoyagerWay

Northrop GrummanSystems Corp.

BBB+/Stable 7.3 0.8 08/06/2031 02/28/2023

Total - - 272.5 29.7 -

(i)Owner occupied space. NR--Not rated.



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Loan Characteristics

Loan type, origination date, term, and amortization

All of the loans in the pool pay a fixed interest rate and were originated between January 2020 andOctober 2021. The weighted average loan interest rate is 3.41%.

The original loan terms range from 84 to 120 months, with a weighted average original loan term of113.7 months. The weighted average remaining loan term is 110.2 months.

Twenty-six Loans (80.7% of the pooled trust balance) are interest only for the entire term and, ofthese, three loans (16.1%) are interest-only followed by an anticipated repayment date (ARD).Four loans (5.7% of pooled trust balance) are structured with partial interest-only periodsfollowed by a 360-month amortization scheduled. The partial interest-only loans have initialinterest-only periods ranging from 12 months to 60 months. Five loans (13.7%) have nointerest-only periods, and four (10.1%) of them amortize on a 360-month schedule while theremaining loan (Marina Pacifica, 3.6%) amortizes on a 120-month schedule. S&P Global Ratingsadjusted its analysis to reflect the various amortization terms and loan structures (see table 4).

Table 4

Loan Amortization

Loan typeNo. ofloans

% of poolbalance

S&P Global Ratings'DSC (x)

S&P Global Ratings' weighted averageLTV ratio (x)

Interest-only 26 80.7 2.28 101.20

Partial interest-only 4 5.7 1.28 107.00

Amortizing balloon 5 13.7 1.32 106.10

Fully amortizing - - - -

LTV--Loan to value. ARD--Anticipated repayment date. N/A--Not applicable.

Subordinated debt

Eleven loans in the pool (45.5% of the pooled trust balance) have a pari passu component (seetable 5); three loans, CX – 350 & 450 Water Street (8.5%), The Westchester (4.9%), and One SoHoSquare (2.7%) have a subordinate first-mortgage loan component in addition to their senior trustand pari passu loan components (which were securitized in separate stand-alone transactions).Three loans (8.5%) have mezzanine debt. Our S&P Global Ratings loan-level recovery thresholdsaccount for the presence of additional subordinate debt related to mezzanine debt, B-notes, andpreferred equity.



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Table 5

Loans With Existing Additional Debt

Property

Pooled trustbalance

(mil. $)

% of pooledtrust

balance

Paripassu

debt (mil.$)

Juniortrust note

(mil. $)(i)

B-notebalance

(mil. $)Mezzanine

balance (mil. $)

Totaldebt (mil.

$)

CX - 350 & 450 WaterStreet

77.9 8.5 736.1 411.0 - - 1225.0

520 Almanor 50.0 5.4 51.6 - - - 101.6

Plaza La Cienega 50.0 5.4 40.0 - - - 90.0

Huntsville OfficePortfolio

49.8 5.4 29.9 - - - 79.6

The Westchester 45.0 4.9 298.0 57.0 - - 400.0

Patewood CorporateCenter

30.0 3.3 38.5 - - 10.0 78.5

2 Washington 26.5 2.9 105.0 - - - 131.5

One SoHo Square 25.2 2.7 444.8 315.0 - 120.0 905.0

Icon One Daytona 25.0 2.7 25.0 - - - 50.0

PetSmart HQ 23.0 2.5 45.0 - - 12.0 80.0

Centene 15.6 1.7 31.2 - - - 46.8

(i)Securitized in separatestand-alonetransactions heldoutside of the trust.

Cross-collateralized and portfolio loans

Two loans (7.3% of the pooled trust balance) are secured by portfolios with multiple properties:the Huntsville Office Portfolio (5.4%; five multi-tenanted office properties and one single-tenantoffice property) and the Farrell Hampton Portfolio (1.9%; one mixed-use industrial/multifamilyproperty, one medical office property, and one office property). There are no cross-collateralizedand cross-defaulted loans in the pool.

Third-Party Review

We reviewed appraisal, environmental, engineering, and seismic reports on the properties weanalyzed, where applicable. All of these reports were completed within the past 12 months (seetable 6).

Ten properties (33.1% of the pooled trust balance) are located in seismic zones 3 or 4. None of theloans had an overall probable maximum loss (PML) percentage over 17%, a level below 20% PMLthreshold at which our criteria would require earthquake insurance to be in place.



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Table 6

Third-Party Review

Third-party reports No. of properties% of pooled trust

balance

Appraisal review within the past 12 months 42 100.0

Environmental review within the past 12 months 41(i) 95.1

Engineering review within the past 12 months 41(i) 95.1

Seismic review for properties in zones 3 or 4 10 33.1

(i)The only loan that did not receive an environmental or engineering review in thepast 12 months is The Westchester, which was previously securitized in severaltransactions in early 2020.

Structural Review

We reviewed structural matters that we believe are relevant to our analysis, as well as the majortransaction documents, including the prospectus, pooling and servicing agreement, and otherrelevant documents and opinions, to understand the transaction's mechanics and its consistencywith applicable criteria. We also conducted a focused structural review of the 10 largest loans inthe pool, as well as for loans with a non-trust pari passu balance over $20.0 million. We note thestructural matters, if any, that we factored into our analyses of these loans in the Top 10 Loanssection below.

S&P Global Ratings' Credit Evaluation

Our analysis of the pool included the following:

- We derived an S&P Global Ratings NCF for 27 of the 35 loans in the pool (91.4% of the pooledtrust balance). For the remaining loans, we extrapolated NCF haircuts according to propertytype and selected capitalization rates for each property. We excluded certain outlier loans fromour extrapolation calculation. (See Appendix I for S&P Global Ratings' NCF variance applied toeach loan in the transaction.)

- We conducted site inspections for nine properties across nine loans (43.6% of the pooled trustbalance).

- We analyzed the property-level operating statements, rent rolls, and third-party appraisal,environmental, engineering, and, if applicable, seismic reports, for each loan that we reviewedin the pool.

- We reviewed structural matters that we considered relevant to the analysis of the loans and thetransaction, and we performed a loan-level structural analysis for the 10 largest loans in thepool, as well as for loans with a non-trust pari passu balance over $20.0 million.

S&P Global Ratings' NCF variance

S&P Global Ratings' property-level cash flow analysis derives what it believes to be a property'slong-term sustainable NCF. In our analysis, we considered issuer-provided projections, historicaland projected operating statements, third-party appraisal reports, relevant market data, and



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assessments of the various properties' competitive positions. On a pool-wide basis, our weightedaverage NCF was 19.6% lower than the issuer's underwritten NCF. (See Appendix I for S&P GlobalRatings' NCF variance for each loan.)

S&P Global Ratings' DSC

We calculated the pool's 2.10x DSC using the respective loans' contract interest rate and the S&PGlobal Ratings NCF (see table 7).

Table 7

S&P Global Ratings' DSC Range

DSC range (x) No. of loans Loan balance (mil. $) % of pooled trust balance

Less than 1.00 - - -

1.00–1.10 - - -

1.10–1.20 2 23.9 2.6

1.20–1.30 2 47.2 5.1

1.30–1.40 3 87.1 9.5

1.40–1.50 2 19.3 2.1

1.50–1.60 1 25.0 2.7

1.60–1.70 1 21.0 2.3

1.70–1.80 4 95.6 10.4

1.80–1.90 2 16.0 1.7

1.90–2.00 5 163.7 17.8

Greater than 2.00 13 419.8 45.7

DSC--Debt service coverage.

S&P Global Ratings' LTV

Based on our analysis, S&P Global Ratings' weighted average beginning LTV ratio is 102.2% andits ending LTV ratio is 98.7%, which reflects the 7.52% weighted average S&P Global Ratingscapitalization rate (see table 8).

Table 8

S&P Global Ratings' LTV Ratios(i)

LTV ratio range (%) No. of loans Loan balance (mil. $) % of pooled trust balance

Less than 50 1 10.0 1.1

50–55 - - -

55–60 - - -

60–65 - - -

65–70 - - -

70–75 - - -

75–80 - - -



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Table 8

S&P Global Ratings' LTV Ratios(i) (cont.)

LTV ratio range (%) No. of loans Loan balance (mil. $) % of pooled trust balance

80–85 2 70.3 7.7

85–90 4 117.1 12.7

90–95 2 88.4 9.6

95–100 7 182.8 19.9

100–105 7 117.7 12.8

105–110 3 78.6 8.6

Greater than 110 9 253.7 27.6

LTV--Loan to value.

S&P Global Ratings' credit assessment by property type

Table 9 summarizes S&P Global Ratings' NCF and valuation assessment by property type.

Table 9

Cash Flow Analysis And Valuation

Property type

% of pooledtrust

balance

S&P GlobalRatings' DSC

(x)(i)% NCFdiff.(ii)

S&P GlobalRatings' cap

rate (%)

S&P GlobalRatings' weightedaverage LTV ratio

(%)

S&P GlobalRatings' valueper unit/sq. ft.

($)

Multifamily 23.0 1.97 (16.2) 7.07 100.2 148,716

Office 21.1 2.08 (31.2) 7.91 106.6 296

Mixed-use 16.9 2.29 (19.7) 7.81 100.5 706

Retail anchored 16.9 2.20 (8.4) 7.18 92.6 287

Industrial 8.6 2.14 (12.7) 7.82 102.0 122

Medical office 5.7 1.91 (16.1) 7.75 130.8 690

Mall 4.9 1.93 (46.5) 6.75 105.8 400

Single tenant - non IG 2.2 2.25 (10.7) 8.50 89.2 174

Self-storage 0.9 1.46 (5.3) 8.00 97.7 136

Total/weightedaverage

100.0 2.10 (19.6) 7.52 102.2 -

(i)Calculated based on S&P Global Ratings' NCF and the fixed loan interest rate. (ii)The difference between S&P Global Ratings' estimated NCFand the underwriter's estimated NCF as a percentage of the underwriter's estimated NCF. DSC--Debt service coverage. NCF--Net cash flow.LTV--Loan to value. IG--Investment grade.

S&P Global Ratings' credit assessment of the top 10 loans

Table 10 summarizes S&P Global Ratings' NCF and valuation assessment of the top 10 loans. Weprovide individual analyses of these loans in the Top 10 Loans section below.



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Table 10

Top 10 Loans

PropertyPropertytype

% ofpooled

trustbalance

S&P GlobalRatings'

trust DSC(x)(i)

% NCFdiff.(ii)

S&P GlobalRatings' cap

rate (%)

S&P GlobalRatings'LTV (%)

S&P GlobalRatings'

value perunit/sq. ft.

($)

CX - 350 & 450 WaterStreet

Mixed-use 8.5 2.65 (24.3) 7.50 90.3 985

50 Horseblock Industrial 6.4 2.40 (11.1) 7.75 99.3 126

Rox San Medicaloffice

5.7 1.91 (16.1) 7.75 130.8 690

520 Almanor Office 5.4 2.71 (45.8) 7.25 89.6 490

Plaza La Cienega RetailAnchored

5.4 2.22 (6.4) 7.25 99.2 297

Huntsville OfficePortfolio

Office 5.4 1.35 (28.2) 9.25 118.0 65

Venice Crossroads Retailanchored

4.9 2.95 (4.7) 7.00 81.9 349

The Westchester Mall 4.9 1.93 (46.5) 6.75 105.8 400

Marina Pacifica Retailanchored

3.6 1.27 (14.8) 7.25 87.7 127

Patewood CorporateCenter

Office 3.3 1.79 (15.4) 8.00 116.6 131


- 53.5 2.19 (21.7) 7.58 101.4 -

(i)Calculated based on S&P Global Ratings' NCF and the fixed loan interest rate. (ii)The difference between S&P Global Ratings' estimated NCFand the underwriter's estimated NCF as a percentage of the underwriter's estimated NCF only. For pari passu loans, S&P Global Ratings' DSCand LTV are based on the trust and pari passu balance. DSC--Debt service coverage. NCF--Net cash flow. LTV--Loan to value.

Table 11 summarizes S&P Global Ratings' NCF and valuation assessment of loans 11-20. Forthese loans, our weighted average NCF is 19.1% lower than the issuer's underwritten NCF. S&PGlobal Ratings' weighted average beginning LTV ratio is 104.6% for these loans, and we calculateda 2.00x DSC using the respective loans' contract interest rates and S&P Global Ratings' NCF.Factors that contributed to NCF variances over 7.0%, positive NCF variances, or high S&P GlobalRatings LTV ratios over 90.0% are outlined in table 11. (See Appendix I for S&P Global Ratings' NCFvariance, LTV ratio, and DSC ratio for all of the loans in the transaction.)

Table 11

Loans 11-20


% ofpooled

trustbalance

S&PGlobal

Ratings'trust DSC


S&PGlobal

Ratings'cap rate

(%)

S&PGlobal

Ratings'LTV (%)

S&PGlobal

Ratings'value per

unit/sq.ft. ($)

NCFvariance/high

S&P GlobalRatings' LTV

drivers

TanglewoodApartments

Multifamily 3.3 1.93 (14.4) 7.50 100.2 78,002 Vacancy, otherincome, and

R&M expense



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Table 11

Loans 11-20 (cont.)


% ofpooled

trustbalance

S&PGlobal

Ratings'trust DSC


S&PGlobal

Ratings'cap rate

(%)

S&PGlobal

Ratings'LTV (%)

S&PGlobal

Ratings'value per

unit/sq.ft. ($)

NCFvariance/high

S&P GlobalRatings' LTV

drivers

Axis Apartmentsand Lofts

Multifamily 2.9 1.78 (9.8) 6.75 97.2 144,613 Vacancy andother income

Shops of Wisconsin Retailanchored

2.9 2.03 (10.6) 7.25 104.5 360 Vacancy,managementfee, and TI/LC

2 Washington Multifamily 2.9 1.91 (32.1) 6.83 102.0 373,510 Marked in-placelease to market,

vacancy, andreal estate taxes

One SoHo Square Office 2.7 3.18 (34.7) 6.50 83.1 718 Vacancy, realestate taxes,

and TI/LCs

Icon One Daytona Multifamily 2.7 1.53 (23.2) 7.25 126.9 139,691 Vacancy,concessions,

and otherincome

PetSmart HQ Office 2.5 1.74 (23.1) 8.00 115.2 161 GPR, vacancy,and TI/LC

747 AmsterdamAvenue

Mixed-use 2.3 2.06 (21.7) 8.71 132.2 487 Vacancy, realestate taxes,

andmanagement

fees

93 East Apartments Multifamily 2.3 1.62 (9.0) 6.75 97.9 109,995 Vacancy, otherincome, real

estate taxes,and

managementfees

Cabelas Singletenant - nonIG

2.2 2.25 (10.7) 8.50 89.2 174 Vacancy andTI/LC


- 26.7 2.00 (19.1) 7.36 104.6 -

(i)Calculated based on S&P Global Ratings' NCF and the fixed loan interest rate. (ii)The difference between S&P Global Ratings' estimated NCFand the underwriter's estimated NCF as a percentage of the underwriter's estimated NCF only. For pari passu loans, S&P Global Ratings' DSCand LTV are based on the trust and pari passu balance. DSC--Debt service coverage. NCF--Net cash flow. LTV--Loan to value. CapEx--Capitalexpenditure. TI/LC--Tenant improvements and leasing commissions. GPI—Gross potential income. N/A--Not applicable.

Loan-level credit enhancement

We used each loan's S&P Global Ratings DSC and LTV to calculate its respective stand-alonecredit enhancement (SCE) and diversified credit enhancement (DCE) at the various ratingcategories. These calculations included adjustments to reflect the various loans' amortization



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terms and the presence of any subordinated additional debt (See Appendix II for a list of eachloan's SCE and DCE).

Pool diversity

Overall transaction credit enhancement levels at each rating category are directly affected by theloan pool's diversity, a function of the transaction's effective loan count. The effective loan count,which is measured by the Herfindahl-Hirschman Index, accounts for the relative size of the loansin the pool by normalizing a transaction's loan count to account for unevenly sized loans. Thistransaction has an effective loan count of 24.5, which we consider to be moderately diversified,resulting in a concentration coefficient of 61.4%.

We also considered the loan pool's geographic makeup in our overall transaction-level analysis.This loan pool is geographically diverse and is located primarily within primary markets (68.8%)and secondary markets (15.7%).

Transaction-level credit enhancement

We establish transaction-level credit enhancement levels using the concentration coefficient (afunction of a pool's effective loan count) to interpolate between the weighted average SCE andDCE at each rating category, subject to applicable floors and any adjustment for overalltransaction-level considerations.

We believe this transaction's high percentage of full-term, interest-only loans warranted anadditional negative qualitative adjustment beyond that produced from our loan-level analysis andmodel results.

Scenario Analysis

We performed several 'AAA' stress scenario analyses to determine how sensitive the certificatesare to a downgrade over the loan term.

Effect of declining NCF

A decline in NCF may constrain cash flows available for debt service. A decline in cash flows mayoccur due to falling rental rates and occupancy levels, changes to operating expenses, or otherfactors that may decrease a property's net income. To analyze the effect of a decline in cash flowson our ratings, we have developed scenarios whereby the NCF from the portfolio decreases by10%-40% from our current cash flow, which is 19.6% lower than the issuer's underwritten NCF.(See table 13 for the potential effect on S&P Global Ratings' 'AAA' rating under these scenarios,holding constant S&P Global Ratings' overall capitalization rate of 7.52%.)

Table 13

Effect Of Declining NCF On S&P Global Ratings

Decline in S&P Global Ratings' NCF (%) 0 -10 -20 -30 -40

Potential 'AAA' rating migration AAA A+ B- CCC- CCC-

Note: Per the Credit Stability Criteria, dated May 2010, the 'AAA' rating should not move below 'A+' within one year, and should not move below'CCC-' within three years. Per the table below, a NCF decline of more than 10% would be required to breach the one-year tolerance, and a NCFdecline of more than 30% would be required to breach the three-year tolerance. NCF--Net cash flow.



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Top 10 Loans

1. CX - 350 & 450 Water Street

Table 14

Credit Profile

Loan no. 1 Property type Mixed-use

Loan name CX - 350 & 450 WaterStreet

Subproperty type Various

Pooled trust loanbalance ($)

77,900,000 Property sq. ft./no. of units 915,233

% of total pooledtrust balance (%)

8.5 Year built 2021

City Cambridge Sponsors Divco West Real Estate Services, LLC,California State Teachers' RetirementSystem, and Teachers Retirement System ofTexas

State Mass. S&P Global Ratings'amortization category

Interest only

S&P Global Ratings'market type

Primary S&P Global Ratings'amortization adjustment (%)

(2.50)

S&P Global Ratings'NCF ($)

5,840,000(i) S&P Global Ratings'subordinate debt category

N/A

S&P Global Ratings'NCF variance (%)

(24.28) S&P Global Ratings'subordinate debtadjustment

N/A

S&P Global Ratings'cap rate (%)

7.50 S&P Global Ratings' LTVratio (%)

90.3(ii)

S&P Global Ratings'value (mil. $)

86.2(i) S&P Global Ratings' DSC (x) 2.65(ii)

S&P Global Ratings'value variance (%)

(53.4) 'AAA' SCE (%) 50.2

S&P Global Ratings'value per sq. ft./unit($)

985 'AAA' DCE (%) 12.0

(i)Pari passu adjusted. (ii)The trust loan is pari passu; LTV ratio and DSC are calculated based on the $736.1 million pari passu companion loanand the $77.9 million pooled trust loan balance (collectively, the senior loan component). NCF--Net cash flow. LTV--Loan-to-value. DSC--Debtservice coverage. SCE--Stand-alone credit enhancement. DCE--Diversified credit enhancement. N/A--Not applicable.

Strengths and concerns

The loan exhibits the following strengths:

- The $77.9 million pooled trust loan, along with the $736.1 million pari passu portion heldoutside the trust, represents an $814.0 million senior loan component of a $1.225 billion wholeloan. The whole loan is secured by the borrower's fee simple interest in Cambridge Crossing –350 Water Street and 450 Water Street, a two-building, class A office/R&D/laboratory complex



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totaling 915,233 sq. ft. in Cambridge, Mass. The two adjacent buildings are part of the 45-acre,4.2 million sq. ft. science, technology, residential, and retail Cambridge Bridge master-planneddevelopment that is close to MIT, Harvard University, and Massachusetts General Hospital. Thecollateral includes a 12-story, 511,157-sq.-ft. R&D/laboratory building located at 350 WaterStreet with three below-grade stories of parking totaling 361 spaces; and an adjacentnine-story, 404,076-sq.-ft. office building located at 450 Water Street, with five levels ofparking totaling 456 spaces, two of which are below-grade. Both buildings are targeting aLEED-Gold certification.

- The senior loan component has a strong DSC of 2.65x, calculated using the loan's fixed interestrate and our in-place NCF for the property, which is 24.3% lower than the issuer's NCF. Thecash flow variance is primarily driven by our higher vacancy rate and tenant improvement andleasing commission (TI/LC) assumptions and exclusion of straight-line rent income. Weconsidered future investment-grade tenant rent steps in our analysis via an addition to ourcapitalized value. Including the non-trust subordinate component, our DSC decreases to 1.76xfor the whole loan.

- Both buildings are 100% leased to a single tenant according to two, triple net 15-year leasesthat are guaranteed by the tenant's publicly traded investment-grade rated parent. AventisInc., a subsidiary of the French multinational pharmaceutical firm Sanofi (AA/Stable/A-1+)executed the two leases in late 2018 with the lease on the 350 Water Street R&D/laboratorybuilding commencing in July 2021. The lease on the 450 Water Street office building that isestimated to start in November 2021. Both leases expire in 2036, five years after the loan'sinitial maturity date. Aventis has begun paying rent on the 350 Water Street building and isexpected to start paying rent on the other building in November 2021, subject to the sponsorcompleting certain base building and tenant improvement work (discussed below). However,the loan is structured with upfront reserves of $10.7 million (roughly equivalent to five monthsof rent) to mitigate the risk that rental payments on the 450 Water Street building may bedelayed due to construction.

- The properties will be mission critical for Aventis and act as its North American researchheadquarters and are expected to have 3,000 employees that are consolidated from severalsmaller offices in the Boston area. Along with housing traditional business operations, thislocation will house a "Center of Excellence" dedicated to mRNA vaccine research.

- The property is located in a strong office and life science submarket within the Boston MSA,which we consider a primary market. According to CoStar, the East Cambridge/Kendall Squareoffice submarket, where the properties are located, had a vacancy rate and base asking rent of3.4% and $88.83 per sq. ft., respectively, as of third-quarter 2021. According to the appraiser,the East Cambridge submarket is largely concentrated with life science, pharmaceutical, andtechnology companies and continues to exhibit one of the tightest vacancy rates for laboratoryspace at 1.3%, with asking base rent of $105.81 per sq. ft. as of second-quarter 2021. Inaddition, the appraiser concluded an office submarket vacancy rate and asking base rent of7.2% and $82.60 per sq. ft., respectively. This compares to an in-place base rent of $75.90 persq. ft. on the R&D/laboratory space (350 Water Street building) and $66.00 per sq. ft. on theoffice space (450 Water Street building). The leases include contractual rent escalations ofapproximately 2.5% annually. The submarket's historical five- and 10-year average officevacancy rates were 2.2% and 4.8%, respectively, with a 4.2% five-year forecasted vacancy rate,according to CoStar.

- The Boston-Cambridge market is the largest life science cluster in the U.S. and 18 out of the 20largest pharmaceutical companies have a presence in the market, according to CoStar. Drivingthe submarket's performance is its access to a deep talent pool from the adjacent MIT campus



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and nearby universities, such as Harvard, Boston University, and Tufts. The submarket also hasa large presence of venture capital firms, biotech, and technology firms, which all benefit fromthe outflow of university talent. Given the strong submarket fundamentals, below market rentspaid by Aventis, and a strong credit parent guaranteeing the long-term leases, we utilized a3.0% vacancy factor to derive our sustainable NCF on the property.

- The whole loan benefits from the institutional and experienced joint venture sponsorship ofDivco, CalSTRS and TRS. Divco is a developer, owner, and operator of real estate that manages$12.9 billion in assets as of December 2020 throughout the U.S. Divco has invested in andmanaged over 22 commercial properties in the Boston area and was one of the firstinstitutional investors in the Kendall Square/East Cambridge submarket. CalSTRS, establishedin 1913, is the second-largest public pension fund with a market value of approximately $306.7billion (12.1% or $37.2 billion is allocated toward real estate investments) as of May 31, 2021.TRS, established in 1937, is the largest public retirement system in Texas and the sixth-largestpublic pension fund in America. It provides retirement and related benefits for those employedby the public schools, colleges and universities and manages a $180.0 billion trust fund.

- We visited the property on Oct. 13, 2021, accompanied by a sponsor representative and twoconstruction crew members. The collateral property is part of the Cambridge Crossingmaster-planned development which will include over 10 acres of public space. We observedthat the two buildings were not completed yet and in various stages of construction. Theexterior of the two buildings, parking garages, mechanical, and engineering were nearcompletion. We toured each building's lobby, mezzanine levels, parking garage, engineeringroom, and office or laboratory space. The 350 Water Street building infrastructure includeslobby and laboratory spaces on the first floor. The lobby is designed with floor to ceilingwindows that open to the outdoors. The laboratory space will have 15-foot ceilings and isexpected to be open for public viewing, allowing visitors to observe the laboratory operations.The 450 Water Street building is outfitted for office use with a bike storage room as part ofCambridge's greater biking initiative. During the tour, the sponsor representative pointed outthat the tenant requested to have the two buildings connected by two bridges after the externalfinishes were completed. The sponsor representative was not able to provide a date as to whenthe buildings would be substantially completed, but expects the tenant to partly occupy the twobuildings in mid- to late-2022.

- The mortgage loan is structured with a hard in-place lockbox and springing cash management,which allows the borrower to control funds until an event of default has occurred, a DSC ratio of1.75x is breached for two consecutive quarters, the ARD in November 2031, or either one of theAventis leases has terminated or elected to terminate its space, declared bankruptcy, orreduced its square footage beyond certain minimum thresholds. At that point, the borrower willbe required to maintain monthly tax and insurance escrows, and TI/LC deposits. During atrigger period, all excess cash flow will be deposited into a lender-controlled account.

The loan exhibits the following concerns and mitigating factors:

- The senior loan component has high leverage, with an S&P Global Ratings' LTV ratio of 90.3%,based on our valuation. The LTV ratio based on the appraiser's as-is valuation is 42.0%. Ourestimate of the long-term sustainable value is 53.4% lower than the appraiser's as-isvaluation. The variance is primarily driven by our capitalization rate of 7.5%, versus theappraiser's capitalization rate of 3.7%.

- In addition to the senior loan component of $835.0 million, there is also a $411.0 million juniornon-trust note, which is the controlling piece of the whole loan. Based on the whole loan, ourLTV ratio increases to 136.3% from 90.3%. The LTV ratio based on the appraiser's as-is



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valuation is 67.7%.

- The loan is interest-only for its entire initial 10-year term, and there will be no scheduledamortization through the ARD. The initial maturity of the loan is November 2031. After the ARD,excess cash will be used to hyper-amortize the loan for five years. To account for the lack ofamortization during the initial term, we applied negative LTV threshold adjustments across thecapital structure.

- Both buildings are still in various phases of construction with the base building work not 100%completed yet. According to the issuer, the base building work for both 350 and 450 WaterStreet are approximately 90% complete. The property does not have temporary certificates ofoccupancy. According to the issuer, the certificates are expected to be issued once thebuildings are substantially completed in fourth-quarter 2021 for 450 Water Street andsecond-quarter 2022 for 350 Water Street. The sponsor projects total costs to construct andbuild out the two buildings at about $1.1 billion, of which approximately $213.0 million has yetto be spent. To mitigate the construction risk, the loan is structured with upfront reserves($96.0 million for hard costs, $18.0 million for soft costs, and $99.0 million for outstanding TIs)held by the lender for the remaining estimated construction cost amount. The appraiserdeducted $156.4 million for remaining development cost and profit to arrive at its as-isvaluation. We accounted for the construction risk by using a higher capitalization rate in ouranalysis.

- The property lacks operating performance history since it is still under construction and isexposed to single-tenant risk. In addition, the tenant has the right to terminate its leases oneyear prior to the 2036 lease expiration date. These concerns are partly mitigated because theleases are guaranteed by a high investment-grade rated parent and the property will serve asthe tenant's North American research headquarters housing about 3,000 employees. Inaddition, Aventis is expected to spend about $181.7 million ($198 per sq ft) to build out its ownspace not including furniture, fixtures, and equipment. The loan is structured with lease andcash flow sweeps generally triggered by the sole tenant not renewing or extending its leasesand a DSC below 1.75x, respectively.

- The 350 Water Street building is outfitted for specialized uses, primarily R&D and laboratory.Repurposing these spaces to traditional office or alternative uses would be costly, and it ispossible office or alternatively used space would garner lower rent than the property's in-placerent. We accounted for this risk by utilizing a higher capitalization rate for the non-office spacecompared to the appraiser's capitalization rate.

- The tenant has not commenced paying rent on the 450 Water Street building yet. The lease isestimated to start in November 2021, subject to the sponsors completing certain base buildingand tenant work. To mitigate the risk that rental payments may be delayed, the lender reserved$8.9 million upfront for gap rent, which equals about four months of rent. Additionally, wecalculated that the DSC would be above 1.00x on the whole loan, excluding the rent on the 450Water Street building, and assuming the gap rent reserve is depleted.

- The whole loan is a refinancing and the loan proceeds paid off a $617.8 million constructionloan, funded $149.4 million of upfront gap rent, hard costs, soft costs, and TI reserves, coveredapproximately $5.8 million of closing costs, and returned approximately $451.9 million (36.9%of the financing) to the sponsor. The sponsor acquired the land in August 2015 and is currentlydeveloping the two buildings for an estimated cost of $1.1 billion.

- The loan permits individual property releases, subject to a release premium equal to 110% ofthe allocated loan amount (ALA) for the 350 Water Street building and 105% of the ALA for the450 Water Street building. Each release is subject to a DSC test, whereby the DSC after release



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is at least the greater of the DSC at closing and the aggregate DSC immediately prior to thatrelease.

- During alterations to the property, the loan documents leave to the servicer's discretion thedecision whether to require collateral for alterations whose cost exceeds a certain threshold. Inaddition, this collateral, if required, may not be rated by S&P Global Ratings. This structurepotentially exposes the transaction to risks associated with additional leverage beyond a deminimis amount and additional liens, such as mechanic's liens, some of which may havepriority over the mortgage lien.

- The loan does not have any entity named as a carve-out guarantor. In our view, this limitationgenerally lessens the disincentive provided by a full nonrecourse carve-out related to "badacts" or voluntary bankruptcy.

2. 50 Horseblock

Table 15

Credit Profile

Loan no. 2 Property type Industrial

Loan name 50Horseblock

Subproperty type Flex

Pooled trust loan balance($)


% of total pooled trustbalance (%)

6.4 Year built/renovated 1986

City Yaphank Sponsor New Mountain Net Lease Corp. and NewMountain Net Lease Partners Corp.

State NY S&P Global Ratings' amortizationcategory

Interest Only


Primary S&P Global Ratings' amortizationadjustment (%)

(2.50)

S&P Global Ratings' NCF($)

4,600,000 S&P Global Ratings' subordinatedebt category

N/A

S&P Global Ratings' NCFvariance (%)

(11.07) S&P Global Ratings' subordinatedebt adjustment

N/A

S&P Global Ratings' caprate (%)

7.75 S&P Global Ratings' LTV (%) 99.3

S&P Global Ratings' value(mil. $)

59.4 S&P Global Ratings' DSC (x) 2.40

S&P Global Ratings' valuevariance (%)

(34.9) 'AAA' SCE (%) 55.2

S&P Global Ratings' valueper sq. ft./unit ($)

126 'AAA' DCE (%) 14.7

NCF--Net cash flow. LTV--Loan-to-value. DSC--Debt service coverage. SCE--Stand-alone credit enhancement. DCE--Diversified creditenhancement. N/A--Not applicable.



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- The trust loan is a mortgage loan secured by the fee-simple interest in a 472,278 sq.-ft.industrial property located in Yaphank, New York. The property is located approximately 1.5miles from the Long Island Expressway, the major highway serving the community and the restof Long Island. The property, which is 100% leased to Amneal Pharmaceuticals LLC (Amneal,'B/stable'), contains a mix of research and development, manufacturing, warehouse, and officespace.

- The trust loan has a strong DSC of 2.40x, calculated using the loan's fixed interest rate and ourin-place NCF for the property, which is 13.9% lower than the issuer's NCF. Our lower NCF isprimarily driven by our higher vacancy, real estate taxes, and TI/LC assumptions.

- The property is 100% leased to Amneal under a triple-net lease through June 2043. The leaseexpires approximately 12 years after the loan's maturity in June 2031. The lease contains two10-year renewal options and no termination options. According to the issuer, Amneal is one ofthe five largest producers of generic drugs in the U.S. by prescription volume. This property isAmneal's primary generic pharmaceutical manufacturing facility in the U.S. Amneal had ownedand occupied this property since its 2008 acquisition of Interpharm Holdings. Following its2008 purchase of the property, Amneal invested over $160.0 million on the expansion andmodernization of the property by increasing its footprint to 472,278 sq. ft. from 124,200 sq. ft.Approximately $135.1 million went toward building costs, with the remaining $28.3 milliontoward facility equipment. The facility is temperature controlled and has 28-foot ceiling heightsand 12 loading docks.

- The property is in the primary market of New York City. According to CoStar, the property is inthe South-Central Suffolk industrial submarket. As of third-quarter 2021, the submarket'svacancy rate and gross rent were 1.4% and $12.98 per sq. ft., compared with a base rent of$12.26 per sq. ft. at the property. Although the property is 100% leased to Amneal through June2043, we applied a 10.0% vacancy rate in our analysis to account for the single-tenant risk.

- The mortgage loan benefits from New Mountain Net Lease Corporation and New Mountain NetLease Partners Corporation's experienced sponsorship, both of which are subsidiaries of NewMountain Finance Corporation. New Mountain is an investment company that specializes inprivate equity, public, equity, credit and net lease investments. The company has over $20billion assets under management.

- The mortgage loan is structured with a hard in-place lockbox and in-place cash management,as determined by S&P Global Ratings. A cash sweep event occurs upon an event of default, ifthe debt yield falls below 7.75%, or the major tenant has terminated or elected to terminate itsspace, declared bankruptcy, defaulted, failed to timely renew, been downgraded below certainminimum thresholds of 'CCC', or reduced its square footage by 50%. There are also ongoingreserves for taxes and insurance.


- The trust loan has high leverage with a 99.3% LTV ratio, based on S&P Global Ratings'valuation. Our long-term sustainable value estimate is 35.0% lower than the appraiser'svaluation, primarily driven by our higher vacancy assumptions as well as a higher capitalizationrate assumption of 7.75%, compared to the appraiser's capitalization rate of 6.00%. Theappraiser also concluded a dark value on the property of $52,700,000, which is 12.7% lower



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than our S&P Global Ratings' valuation.

- The trust loan is interest-only for its entire 10-year term, and there will be no scheduledamortization during the loan term. We reduced our LTV recovery thresholds across the capitalstructure to account for the higher refinancing risk at loan maturity.

- The mortgage loan is a recapitalization and the loan proceeds returned $57.9 million (98.3% ofthe financing) of equity to the sponsor. However, the sponsor purchased the property in anall-cash transaction in March 2021 for $89.3 million. Based on the purchase price of $89.3million, the sponsor will have $31.4 million of cash equity remaining in the property.Furthermore, based on the appraisal value of $91.3 million as of April 2021, the sponsor has$32.3 million of implied equity in the property.

- The property exhibits single-tenant concentration risk because it is 100% leased to Amneal.Furthermore, the property was also historically occupied by a single tenant. Following itsconstruction in 1986, it was occupied by Arrow Electronics and then Interpharm Holdings.Therefore, if Amneal vacates the property, the ability to re-tenant the property for multi-tenantuse may require a significant amount of capital expenditure. This risk is partially mitigated bythe in-place cash sweep provisions of the cash management structure noted above. We alsoaccounted for this risk by applying a 10% vacancy rate in our analysis.

- The property currently benefits from a payment in lieu of taxes (PILOT) program with a specificpayment schedule set up by the Suffolk County and the town of Brookhaven. The PILOT programincentivizes companies to create jobs in the local community. The current PILOT extendsthrough 2027, whereafter the borrower is expected to pay full taxes on the property. Theexpiration of the PILOT program will result in a significant increase in real estate tax at theproperty. However, the lease with Amneal is triple-net, and the increase in real estate tax isexpected to be reimbursed by Amneal. However, the increase in real estate tax may result in thegross rent being paid by Amneal to be above market rents. Therefore, in our analysis, weassumed an unabated tax figure, which is fully recovered in the form of expensereimbursement, to derive our S&P value on the property. Since the increase in real estate taxwill increase the gross rent being paid by Amneal, we also applied our assumed vacancy factoron the expense reimbursement.

- The loan agreement only requires a coverage of 12-month business interruption insurance ifAmneal's lease is in effect. This is less than the 18-month business interruption we typicallysee for loans of this size, exclusive of extensions and regardless of the leasing status of theproperty. We reduced our LTV recovery thresholds across the capital structure to account forthis business interruption risk.

- The loan does not have a warm body carve-out guarantor. In our view, this limitation generallylessens the disincentive provided by a full nonrecourse carve-out related to "bad acts" orvoluntary bankruptcy.

- Although the borrower must provide the lender with annual financial statements, they are notrequired to be audited. We believe audited financial statements are more conclusive andreliable than unaudited statements. Additionally, unaudited quarterly financial statements arenot required if a single-tenant triple-net lease is in effect.

3. Rox San



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Table 16

Credit Profile

Loan no. 3 Property type Office

Loan name Rox San Subproperty type Medical





City Beverly Hills Sponsor David Taban, Manouchehr Illoulian, MichaelPashaie, and K. Joseph Shabani

State CA S&P Global Ratings' amortizationcategory

Interest Only



(2.50)


3,320,000 S&P Global Ratings' subordinatedebt category

N/A



N/A


7.75 S&P Global Ratings' LTV Ratio(%)

130.8




(50.3) 'AAA' SCE (%) 67.1


690 'AAA' DCE (%) 30.8




- The trust loan is secured by the fee-simple interest in an 11-story, class A medical officebuilding totaling 57,666 sq. ft. built in 1963 in the Golden Triangle area of Beverly Hills, Calif.The sponsor purchased the property in 2008 and invested approximately $17.5 million inrenovations ($303 per sq. ft.) over the past 13 years including an architectural façade andexterior upgrade, lobby and common area renovations, a new heating, ventilation, and airconditioning (HVAC) system, and new elevators. According to the sponsor, the tenancy isconcentrated in the cosmetic enhancement sector, with tenants such as plastic surgeons,prosthodontists, endocrinologists, and dermatologists. The property offers 218 subterraneanparking spaces, an attractive amenity in the infill location.

- The trust loan has a moderately high DSC of 1.94x, calculated using the loan's fixed interestrate and our in-place NCF for the property, which is 16.1% lower than the issuer's NCF, avariance mainly driven by our 17.0% submarket vacancy assumption compared with theissuer's estimate of 3.0%.

- Despite the COVID-19 pandemic, the property has maintained strong occupancy rates. Since



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2018, the property's occupancy has averaged 98.9%, and approximately 55% of the NRA hasbeen at the property since 2011. The property's occupancy rate has not dipped below 95.5%since 2011, and according to the rent roll as of June 15, 2021, the property is 97.9% occupied by22 tenants. The property also had a positive-trending NOI between 2018 and 2019, rising to$3.7 million from $3.1 million, an increase of 18.4%, mostly attributed to higher gross rents.However, the property's NOI peaked in 2019, and it has declined slightly as of March 2021 to$3.3 million (a 10.6% decline) due to loss of revenue from parking income and rent abatementsdue to the pandemic.

- The property benefits from its location and high barrier to entry in the downtown Beverly Hillsarea of Los Angeles. Currently, there is an ordinance that prohibits expansion or relocation ofbuildings with medical uses. Specifically, any new building greater than 6,000 sq. ft. isprohibited without registration with the City of Beverley Hills. Due to this, we believe theproperty may be able to attain lower vacancy rates than the submarket and higher rents.

- The property benefits from a diverse roster of 22 tenants, which helps lower the risk of suddendrops in the loan's capacity to meet its debt obligations. According to the June 2021 rent roll,the three largest tenants are Radnet Management Inc. (10.6% of the NRA, 11.8% of the grossrents, lease expiration of June 2023), Dermatology Association (9.2%, 9.2%, March 2022), andCalvert Ent (7.8%, 8.1%, September 2030).

- The mortgage loan benefits from the experienced sponsorship of David Taban, Jerry Illoulian,Michael Pashaie, and Joseph Shabani. The sponsors own more than $1.97 billion of commercialreal estate, and their combined net worth is over $621.9 million.

- We visited the property on Sept. 15, 2021, and we found that the property warranted the class Adesignation. The property is several stories taller than adjacent buildings with prominentsignage and is accessed primarily through a parking garage where clients valet their cars. Giventhe building height, several offices have nice views of the surrounding area, and a few haveoutdoor patios. The parking garage was fairly busy on the day of the visit, and tenant spacesseemed to all have at least a few clients inside. The building is 100% occupied withapproximately 22 tenants, including the ground floor space currently being built out for a dentaltenant. An overwhelming majority of tenants are involved in cosmetic surgery or relatedbusinesses. No tenants vacated during COVID-19, and all tenants are current onCOVID-19-related rent deferrals.


- The trust loan has high leverage with a 130.8% LTV ratio, based on S&P Global Ratings'valuation. Our long-term sustainable value estimate is 50.3% lower than the appraiser'svaluation. The variance is due to our cap rate of 7.75% compared with the appraiser's cap of4.25%, and our 17.0% sustainable vacancy assumption

- The loan is interest-only for its entire seven-year term, and there will be no scheduledamortization during the loan term. We reduced our LTV recovery thresholds across the capitalstructure to account for the higher refinancing at loan maturity.

- The mortgage loan is a refinancing, and the loan proceeds returned approximately $8.8 million(16.7% of the financing) of equity to the sponsor. Based on the sponsor's cost basis of $54.5million, $3.5 million of cash equity will remain in the portfolio at closing. The sponsor acquiredthe property for approximately $37.0 million ($641 per sq. ft.) in 2008.

- The property is in the Golden Triangle region within the Los Angeles MSA, which we consider aprimary market. According to CoStar, the property is in the Southwest Corner of Santa MonicaBoulevard's medical office submarket, which had a high overall vacancy rate of 17.0%, with



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gross asking rents between $79 to $96 per sq. ft. as of third-quarter 2021. In determining oursustainable value, we utilized the submarket vacancy rate of 17.0% and in-place gross rent of$93.89.

- Given the property's long-term ownership by the sponsors, the property benefits from abelow-market real estate tax amount because of California's Proposition 13, which caps realestate tax increases across the state at a set percentage each year. The appraiser estimatesthat taxes would substantially increase to $956,280 per year from the current amount of$376,329 per year if the property's ownership changed hands and real estate taxes were toreset to market. Our analysis considers the possibility of higher taxes, thus lowering ourconcluded valuation by about 3.3%, or approximately $1.3 million.

- The mortgage loan is not structured with a cash management agreement. In the event ofdefault, the lender will not be able to capture cash. We adjusted our LTV recovery thresholds toaccount for this increased risk.

- The trust loan is interest-only for its entire seven-year term, and there will be no scheduledamortization during the loan term. Compared with an amortizing loan, an interest-only loanbears a higher refinance risk because of the higher loan balance at maturity. To account for thislack of amortization, we applied negative LTV threshold adjustments across the capitalstructure.

- The borrowers are structured as four tenants-in-common (TIC). If multiple TIC borrowers for aloan declare bankruptcy, it may delay the liquidation and recovery time frame and result inhigher losses to the loan. However, the TIC agreement is subordinate to the loan agreement,and the guarantors have ownership interests in each TIC and have waived their rights topartition, which decreases the risk of serial bankruptcy filings or litigation among theseborrowers.

- Although the borrower must provide the lender with quarterly and annual financial statements,they are not required to be audited. We believe audited financial statements are moreconclusive and reliable than unaudited statements.

4. 520 Almanor

Table 17

Credit Profile(i)


Loan name 520 Almanor Subproperty type Suburban

Pooled trust loan balance ($) 50,000,000 Property sq. ft. 231,220

% of total pooled trust balance(%)

5.4 Year built 2021

City Sunnyvale Sponsors GI Manager LLC and/orCalPERS

State Calif. S&P Global Ratings' amortizationcategory

Interest only

S&P Global Ratings' market type Primary S&P Global Ratings' amortizationadjustment (%)

(2.50)

S&P Global Ratings' NCF ($) 3,510,000(i) S&P Global Ratings' subordinate debtcategory

N/A



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Table 17

Credit Profile(i) (cont.)


(45.81) S&P Global Ratings' subordinate debtadjustment

N/A

S&P Global Ratings' cap rate (%) 7.25 S&P Global Ratings' LTV ratio (%) 89.6(ii)

S&P Global Ratings' value (mil.$)

55.8(i) S&P Global Ratings' DSC ratio (x) 2.71(ii)


(55.4) 'AAA' SCE (%) 52.0

S&P Global Ratings' value persq. ft./unit ($)

490 'AAA' DCE (%) 12.4

(i)Pari passu adjusted. (ii)The loan is pari passu; LTV and DSC are calculated based on the $51.6 million pari passu companion loan and the$50.0 million pooled trust loan balance (collectively, the whole loan). LTV--Loan-to-value. DSC--Debt service coverage. SCE--Stand-alonecredit enhancement. DCE--Diversified credit enhancement.



- The loan is secured by the leasehold interest in a newly built (2021), 231,220-sq.-ft., class ALEED gold office and R&D campus in Sunnyvale, Calif. The collateral comprises three buildingswith 4,000 sq. ft. of ground floor retail space and a 1,219-stall parking garage that are 98.3%leased to Nokia of America Corp. (Nokia) on a NNN lease that commenced in April 2021 andexpires in June 2034. Nokia's base rent increases 3.0% per year, with two, five-year renewaloptions with six months' notice and no termination options. The property has large 57,000 sq. ft.floor plates, 14 ft.-16 ft. clear heights, an expansive 7,000 sq. ft. rooftop terrace, and 1,790 tonsof cooling capacity.

- The property is 98.3% leased to Nokia and serves as a mission critical location with significantlab infrastructure supporting 5G, 6G, and Internet of Things (IoT) R&D. Nokia is expected toconsolidate its existing footprint in the Sunnyvale area into this property. The lease isguaranteed by the parent entity Nokia Corp. (BB+/Stable/A-3). Nokia is expected to spendapproximately $400 per sq. ft. on its total buildout, a sign of the tenant's commitment to theproperty and location.

- The whole loan has a strong DSC of 2.71x, calculated using the loan's fixed interest rate and ourin-place NCF for the property, which is 45.8% lower than the issuer's NCF, a variance driven byour gross potential rent, vacancy, ground rent expense, TI/LC, and capital expenseassumptions.

- The loan is acquisition financing, and the sponsor contributed $155.2 million of equity as part ofthe $256.8 million all-in acquisition cost (60.4% of the acquisition cost). The loan benefits fromTechCore's experienced sponsorship. TechCore is a fully discretionary core real estate fundthat is managed by GI Partners L.P. and was launched with California Public EmployeesRetirement System (CalPERS) in 2012. The fund is a core investment vehicle actively investingin or owning technology advantaged real estate in the U.S., including data centers, carrierhotels, corporate campuses for technology tenants, and life science properties located inprimary markets and leased to industry leading tenants. To date, GI Partners has invested inover 3.0 million sq. ft. of core technology-advantaged real estate for TechCore. Founded in2001, GI Partners is a private investment firm based in San Francisco. The firm has raised over



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$28.0 billion in capital from institutional investors to invest in private equity, real estate, anddata infrastructure strategies. CalPERS is the nation's second largest public pension fund, withassets totaling approximately $262.5 billion as of Aug. 31, 2020.

- Sunnyvale is a city within Silicon Valley, a region located south of San Francisco that is knownfor its high concentration of technology firms. The property is within the Peery Park SpecificPlan, 450-acres within Sunnyvale, and has several large technology firms, including LinkedIn,Apple, Google, Amazon, Synopsys, and 23andMe. We consider Sunnyvale to be a primarymarket.

- We visited the property in October 2021 and were given a tour by representatives of the sponsorand the tenant. The improvements are newly built and attractive. Situated at the intersection ofCalifornia State Route 237 and the U.S. Highway 101, the property is accessible via majorfreeways and thoroughfares and located one mile north of downtown Sunnyvale. According tothe tenant representative, Nokia worked with the sponsor during construction to ensure theproperty was outfitted with R&D lab specifications, especially in the first and second floors. Ofnote, the rooftop terrace is accessible via four large bifold motorized overhead steel and glassdoors. When fully retracted, the indoor space is seamlessly linked with the outdoor terrace, anappealing and differentiating design feature. Overall, we found the property to bewell-maintained and meriting its class A designation.

- The mortgage loan is structured with a hard in-place lockbox and springing cash management,which allows the borrower to control funds until an event of default has occurred, a DSC ratio of1.20x is breached for one quarter, or one of the major tenants has terminated or elected toterminate its space, declared bankruptcy, failed to timely renew, or--if the tenant is notinvestment grade--gone dark. At that point, the borrower will be required to maintain monthlytax, insurance, and ground rent escrows, replacement reserves, and TI/LC deposits. During acash sweep event, all excess cash flow will be deposited into a lender-controlled account.


- The loan has moderately high leverage with an 89.6% LTV ratio, based on S&P Global Ratings'valuation. The LTV ratio based on the appraiser's valuation is 40.0%. Our long-term sustainablevalue estimate is 55.4% lower than the appraiser's valuation, primarily driven by our highercapitalization rate of 7.25%, compared with the appraiser's capitalization rate of 5.00%. Inaddition, our valuation is 21.8% below the appraiser's "go dark" value of $145.0 million.

- The trust loan is interest-only for the entire 10-year ARD term, and there will be no scheduledamortization through the ARD. The initial maturity of the loan is October 2031. After the ARD,the excess cash will be used to hyper-amortize the loan for four years. We accounted for thislack of amortization during the initial term by applying a negative LTV threshold adjustmentacross the capital structure.

- CoStar considers the property to be within the Sunnyvale submarket, which exhibited acomparably high 21.6% overall vacancy and had net asking rents of $69.85 per sq. ft. as ofthird-quarter 2021. However, the vacancy number is forecasted to drop over the next five yearsand reach 12.2% by 2026. We underwrote to a base rent of $53.44 per sq. ft., which is thecontractual rental rate inclusive of the next rent step (3.0%) in December 2021 and assumed a10.0% vacancy rate. According to the appraiser, institutional investors underwrite similarproperties to 5% and when there is a long-term lease to a creditworthy tenant the marketunderwrites to 0%-1% vacancy.

- The property is exposed to single tenant risk if Nokia defaults on its lease or goes bankrupt. Inaddition, the lease expires in January 2034, which is three years after the loan matures in 2031.



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According to the issuer, Nokia invested approximately $400 per sq. ft. to build out its space inaddition to the $105 per sq. ft. TI allowance received under its lease. The loan is structured witha cash flow sweep that commences upon the earlier of 12 months prior to the lease expirationor the latest date required to give notice of renewal. We assumed a vacancy rate of 10.0% in ouranalysis to account for the single-tenant risk.

- The property derives approximately $2.1 million of the total gross revenue (as calculated byS&P Global Ratings) from non-rental revenue. As part of its lease, Nokia is reimbursing thelandlord for a portion of its TI costs. This income stream will be repaid over the nextapproximately 12.5 years. However, rather than including this potentially unsustainable incomestream in our capitalized value, we underwrote to the actual base rent for the purposes of ourNCF for DSC and added the present value of this tenant improvement amortization to ourlong-term sustainable value.

- The property is subject to a 99-year ground lease that commenced in June 2017 and expires inJune 2116. The annual ground rent payment is structured as the greater of a floor base rentthat increases 3.0% every five years or 14.0% of the effective triple-net base rent paid by Nokia(or any replacement tenant). We utilized the ground rent expense 10 years past the loan's initialmaturity date, and we added the present value of the difference between our assumed groundrent expense and the actual ground rent expense to our capitalized value.

- We estimate approximately $5.7 million in free rent will not be reserved for upfront. Wededucted this amount from our long-term sustainable value.

- The loan agreement allows for property insurance coverage from providers that are not rated byS&P Global Ratings and are not required to be replaced with rated providers at the end of thecurrent insurance term. We used lower LTV recovery thresholds at each rating category for thisloan to account for this risk.

- During alterations to the property, the loan documents leave to the servicer's discretion thedecision whether to require collateral for alterations whose cost exceeds a certain threshold. Inaddition, this collateral, if required, may not be rated by S&P Global Ratings. This structurepotentially exposes the transaction to risks associated with additional leverage beyond a deminimis amount and additional liens, such as mechanic's liens, some of which may havepriority over the mortgage lien.

- The loan does not have a warm-body carve-out guarantor. In our view, this limitation generallylessens the disincentive provided by a full nonrecourse carve-out related voluntary bankruptcy.In addition, the carve-out guarantee is limited only to the full recourse obligations of theborrower, which include voluntary bankruptcy, and does not extend to partial recourseobligations such as "bad acts." In our view, this limitation generally lessens the disincentivewith respect to these partial recourse obligations that would otherwise be provided by anunlimited nonrecourse carve-out.



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5. Plaza La Cienega

Table 18

Credit Profile

Loan no. 5 Property type Retail

Loan name Plaza La Cienega Subproperty type Anchored





City Los Angeles Sponsor Harbor Trading USA and RubinPachulski Properties 36 LLC


Interest Only

S&P Global Ratings' markettype


(2.50)

S&P Global Ratings' NCF ($) 3,930,000(i) S&P Global Ratings' subordinatedebt category

N/A



N/A


7.25 S&P Global Ratings' LTV Ratio (%) 99.2(ii)




(44.7) 'AAA' SCE (%) 54.6


297 'AAA' DCE (%) 14.5

(i)Pari passu adjusted. (ii)The trust loan is pari passu; LTV and DSC are calculated based on the $90.0 million whole loan balance ($50.0 milliontrust loan and the $40.0 million pari passu companion loan balance). NCF--Net cash flow. LTV--Loan-to-value. DSC--Debt service coverage.SCE--Stand-alone credit enhancement. DCE--Diversified credit enhancement. N/A--Not applicable.



- The loan is secured by the fee-simple interest in Plaza La Cienaga, a 305,890-sq.-ft. retail(89.1% of the NRA; 90.0% of the gross rent) and medical office (10.9%; 10.0%) property locatedin West Los Angeles. The property was originally constructed in 1970 and was renovated in2010. The property has good visibility and is easily accessible, as it has frontage along LaCienega Blvd. and is one-half mile north of the I-10 freeway. The property comprises eightbuildings, including two two-story retail/office buildings, two single-story retail buildings, twosingle-story restaurant pad buildings, and one three-story office building with 33,000 sq. ft. ofoffice space. The retail portion is anchored by Target, LA Fitness, and Ross Dress for Less. Otherretail tenants include Dollar Tree and CVS as well as Jersey Mikes, McDonald's, BaskinRobbins, and Sally Beauty Company. In addition, there is a three-level above-grade parkinggarage with 692 spaces and 665 surface spaces.



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- The whole loan has a strong DSC of 2.22x, calculated using the loan's fixed interest rate and ourin-place NCF for the property, which is 5.7% lower than the issuer's NCF.

- The property has maintained strong occupancy historically, with an average occupancy rate of95.0% since 2017. As a result, NCF increased 7.3% to $7.3 million as of the trailing 12 monthsended June 2021 from $6.8 million at year-end 2017. According to the rent roll as of March 1,2021, the property was 93.7% leased to 26 tenants. The three largest tenants are Target(A/Stable/A-1; 20.3% of NRA; 22.0% of in-place gross rental income, January 2036 expiration),LA Fitness (21.2%; 16.4%; January 2037), and Ross Dress for Less (BBB+/Stable; 8.8%; 11.7%;January 2030). No other tenant represents more than 8.8% of the property's NRA or generatesmore than 8.2% of the in-place gross rent.

- According to CoStar, the property is located in the West Los Angeles retail and officesubmarket, which we consider a primary market. As of third-quarter 2021, the retail submarkethad average vacancy, availability rate, and gross asking rent of 5.5%, 6.3%, and $39.65respectively. The retail submarket has shown strong and stable performance historically withvacancy rates below 10.0% since 2010. Additionally, CoStar forecasts the average retailvacancy rate to be 5.4% over the next five years. As of third-quarter 2021, the office submarkethad an average vacancy, availability rate, and gross asking rent of 15.7%, 20.6%, and $47.78respectively. As of the March 1, 2021, rent roll, the property was 93.7% leased with the retailspace being 93.1% leased and the office space being 96.2% leased, an average base rent of$29.63 per sq. ft., and an average gross rent of $34.32 per sq. ft., as calculated by S&P GlobalRatings. We utilized a 7.5% vacancy rate in our analysis of the property.

- The trust loan benefits from the experienced sponsorship of Rubin Pachulski Properties 36, anaffiliate of Rubin Pachulski Properties, and Harbor Trading US. Founded in 1992, RubinPachulski Properties is headquartered in California and through its affiliates, includingRubin-Pachulski Properties 36, acquires and manages retail and mixed-use properties. Thecompany has acquired and sold over 50 properties, financed with over $1.0 billion of secureddebt. Harbor Trading US is an entity owned by two German citizens, formed to makeinvestments in the U.S. As of December 2020, Rubin-Pachulski Properties 36 and HarborTrading US have a combined net worth of $26.3 million, excluding the value of the Plaza LaCienega property, with liquidity of $1.5 million. The sponsors will be required to maintain acombined minimum net worth of $20.0 million, excluding the value of the Plaza La Cienegaproperty, and liquidity of $3.0 million during the term of the loan.

- The mortgage loan is structured with a hard in-place lockbox and in-place cash management. Atrigger period occurs upon an event of default or if the DSC falls below 1.15x. There are alsoongoing reserves for taxes, insurance, and capital expenditures.


- The whole loan has high leverage with an S&P Global Ratings' LTV ratio of 99.2%, based on ourvaluation and the whole loan balance. The LTV ratio based on the appraiser's "as-is" valuationis 56.4%. Our long-term sustainable value estimate is 44.3% lower than the appraiser'svaluation. The variation is mainly driven by our capitalization rate of 7.25% compared with theappraiser's capitalization rate of 5.00%.

- The loan is interest-only for its entire 10-year term, and there will be no scheduled amortizationduring the loan term. We reduced our LTV recovery thresholds across the capital structure toaccount for the higher refinancing risk at loan maturity.

- The loan is a refinancing, and the loan proceeds paid off existing debt and defeasance costs of$63.3 million, which was originated in 2013 and securitized in the JPMBB 2013-C14



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transaction. The loan has been current since securitization, returned approximately $25.2million of equity to the sponsor, funded upfront reserves and gap rent, and funded $672,212 inclosing costs. The sponsor acquired the property in 1986 and has a total cost basis of $26.0million ($85.00 per sq. ft.).

- The property faces moderate tenant rollover risk, with 36.9% of the leased NRA and 44.9% ofthe in-place gross rent, as calculated by S&P Global Ratings, expiring during the loan term. Therollover is concentrated in 2023 (four leases; 10.2% of NRA; 11.0% of in-place gross rent) and2030 (three leases; 12.4% of NRA; 14.7% of in-place gross rent). There is an ongoing annualTI/LC reserve of $305,229 ($1.00 per sq. ft.) to help mitigate this risk.

- Given the property's long-term ownership by the sponsors, the property benefits from abelow-market real estate tax burden because of California's Proposition 13, which caps realestate tax increases across the state at a set percentage each year. The appraiser estimatesthat taxes would substantially increase from the current amount of $595,926 per year to $2.0million per year if the property's ownership changed hands and real estate taxes were to resetto market. Our analysis considers the possibility of higher taxes, lowering our concludedvaluation by roughly 6.9%, or approximately $6.6 million.

- At the onset of the COVID-19 pandemic, 12 tenants accounting for 44.7% of the NRA closed forbusiness, including LA Fitness. There were two store closures, including The Yoga Institute andAT&T. In addition, two tenants downsized their spaces, including WSS Shoes (14,000 sq. ft. to10,000 sq. ft.) and Children in Motion (5,700 sq. ft. to 4,700 sq. ft.). As of August 2021, theremaining eight tenants that initially closed were open for business.

- Although the SPE borrower is structured with a non-consolidation opinion and two independentdirectors, the independent directors can be removed without cause with the earlier of five days'or three business days' notice.


6. Huntsville Office Portfolio

Table 19

Credit Profile


Loan name Huntsville OfficePortfolio

Subproperty type CBD


49,768,999 Property sq. ft./no. of units 1,033,888


5.4 Year built/renovated Various

City Huntsville Sponsor Meyer Chetrit and YaacovAmar

State AL S&P Global Ratings' amortizationcategory

Amortizing Balloon


Tertiary S&P Global Ratings' amortizationadjustment (%)

0.00



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Table 19

Credit Profile (cont.)

S&P Global Ratings' NCF ($) 3,590,000(i) S&P Global Ratings' subordinate debtcategory

N/A



N/A


9.25 S&P Global Ratings' LTV (%) 118.0(ii)




(42.1) 'AAA' SCE (%) 59.7


65 'AAA' DCE (%) 43.9

(i)Pari passu adjusted. (ii)The trust loan is pari passu; LTV and DSC calculated based on the $79.6 million mortgage loan balance ($49.8 milliontrust loan plus the $29.9 pari passu portion). NCF--Net cash flow. LTV--Loan-to-value. DSC--Debt service coverage. SCE--Stand-alone creditenhancement. DCE--Diversified credit enhancement. CBD--Central business district. N/A--Not applicable.



- The $49.8 million trust loan represents a pari passu portion within a larger $79.6 millionmortgage loan. The mortgage loan is secured by the borrower's leasehold interest in a portfolioof six class B office buildings comprising approximately 1.0 million sq. ft.: Research Place(24.9% of the ALA, 275,928 sq. ft., built in 1980); Research Park Office Center (21.1%, 236,507sq. ft., 1999); Regions Center (19.5%, 154,918 sq. ft., 1990); 301 Voyager Way (14.7%, 110,275sq. ft., 2007); Intuitive Center I & II (11.0%, 134,318 sq. ft., 1999); and Lakeside Center I & II(8.8%, 121,942 sq. ft., 1989). Regions Center is in downtown Huntsville, Alabama, and theremaining five properties are in the Cummings Research Park of Huntsville. This research parkis so large that it has its own submarket named after it, and according to the appraiser, theCummings Research Park submarket is home to the second-largest research park in the U.S.and includes a mixture of local and international high-tech enterprises, U.S. space and defenseagencies, business incubators, and higher education institutions, with more than 300companies and over 29,000 employees. The loan structure does not permit property releases.

- Since acquiring the portfolio in March 2020, the sponsor has invested approximately $5.7million ($5.51 per sq. ft.) in capital improvements (inclusive of TI/LCs). As per the May 2021(November 2021, with regard to the 301 Voyager Way property) rent roll, the portfolio was92.6% occupied by 66 tenants, up from 81.8% in 2015, and above the portfolio's historicalaverage of 85.7% for the four years between 2015 and 2019. Since 2015, tenants representing402,940 sq. ft. (39.0% of the NRA) have newly signed or renewed at the property; the sponsorwas involved in the leasing of 174,701 of this square footage (approximately 16.9% of NRA)since acquiring in early 2020. The portfolio's NOI was $9.3 million as of the trailing 12 monthsended April 2021, up from $6.6 million in 2018.

- The loan benefits from the experienced sponsorship of The Chetrit Group and MermelsteinDevelopment LLC. The Chetrit Group, headquartered in Manhattan, is one of North America'smost prolific real estate holding families and currently owns over 30.0 million sq. ft. of realestate space. Mermelstein Development LLC, an international real estate company focused on



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the acquisition, ownership, investment, management, and development of residential,commercial, and mixed-use properties, has developed or acquired more than five million sq. ft.of real estate since it was established in 2001. The carve-out guarantors of the loan, MeyerChetrit and Yaacov Amar, reported a combined net worth of $1.06 billion and liquidity of $11.67million as of April 2021.

- The loan is structured with a hard in-place lockbox and in-place cash management, asdetermined by S&P Global Ratings. A cash sweep event occurs upon an event of default; if theDY falls below 8.00%; or if one of the major tenants has terminated or elected to terminate itsspace, declared bankruptcy, or reduced its square footage beyond certain minimumthresholds. There are also ongoing reserves for taxes, insurance, capital expenditures, andleasing expenses.

- As of October 6, 2021, the portfolio was open and operating, with 100.0% rent collections inAugust and September 2021 and no loan modification or forbearance requests.


- The whole loan has high leverage, with an S&P Global Ratings' LTV ratio of 118.0% based on ourvaluation. The LTV ratio based on the appraiser's "as-is" valuation is 68.5%. Our estimate oflong-term sustainable value is 42.1% lower than the appraiser's "as-is" valuation, a variancelargely driven primarily by our higher vacancy, ground rent expense, and capitalization rateassumptions.

- The whole loan has a moderately low DSC of 1.35x, calculated using the loan's fixed interestrate and our in-place NCF for the portfolio, which is 28.2% lower than the issuer's NCF.

- The loan is a refinancing of existing debt. However, the transaction was cash neutral, and theborrower contributed $235,451 million (0.3% of the $80.2 million financing) of fresh equity torefinance the prior debt of $74.1 million, fund upfront reserves of $4.8 million, and pay closingcosts of $1.3 million. In addition, based on the cost basis of $93.7 million, approximately $13.7million of equity will remain in the portfolio at closing.

- The sponsor acquired the collateral as two separate portfolios: CRP I and CRP III. CRP I includes301 Voyager Way, Intuitive Center I & II, and Research Place. CRP III includes Regions Center,Lakeside Center I & II, and Research Park Office Center. Both CRP I and CRP III are encumberedby ground leases owned by New York Life Insurance Co. The 99-year ground leases commencedon Nov. 7, 2007, have 2.00% annual escalations, and expire in 2106. There are no fair marketresets, and the current ground rent is approximately 20% of the effective gross income. Weutilized the projected ground rent 10 years after maturity in our cash flow analysis and creditedthe difference between the current rent as an add-to-value.

- According to CoStar, the Regions Center property is in the CBD Huntsville office submarket, andthe remaining five properties are in the Cummings Research Park office submarket, both ofwhich we consider tertiary markets. Despite their classification as a tertiary market, bothsubmarkets have performed strongly in recent years. The submarket vacancy as ofthird-quarter 2021 for three- to five-star office properties was 3.2% and 4.9% in the HuntsvilleCBD and Cummings Research Park submarkets, respectively. The submarket vacancy hasaveraged 2.5% and 6.3% over the last five years for three- to five-star office properties in theHuntsville CBD and Cummings Research Park submarkets, respectively. The gross asking rentas of third-quarter 2021 for three- to five-star office properties was $24.19 per sq. ft. and$19.30 per sq. ft. in the Huntsville CBD and Cummings Research Park submarkets, respectively.This compares with a 7.4% vacancy rate for the portfolio as of March 2021, historical averagevacancy rate of 14.3% between 2015 and 2019, and in-place gross rent of $18.23 per sq. ft., as



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calculated by S&P global Ratings. We applied a 10.0% vacancy in our analysis considering thehistorical occupancy.

- The portfolio faces considerable tenant rollover, with 91.9% of total NRA and 99.6% of in-placegross rent, as calculated by S&P Global Ratings, expiring during the loan term. The rollover isconcentrated in 2023 (20.5% of NRA; 21.8% of gross rent), 2024 (14.7%; 16.7%), 2025 (23.6%;23.9%), and 2026 (13.6%; 13.9%). In addition, leases accounting for 38.1% of NRA have earlytermination options. The rollover risk is partially mitigated by the granularity of the rent roll(over 80 tenants), with no tenant representing more than 6.7% of gross rent, excluding thelargest tenant, Northrop Grumman (39.0%). In addition, the loan is structured with an ongoingTI/LC reserve of $1.00 per sq. ft. per year, subject to a cap of $4.0 million. We assumed anoverall vacancy rate of 10.0% in our derivation of long-term sustainable NCF and acapitalization rate of 9.25% to account for these risks.

- The property exhibits tenant concentration risk as Northrop Grumman Space & MissionSystems (Northrop Grumman; BBB+/Stable) leases 38.7% of the NRA and contributes 39.0% ofgross rent as calculated by S&P Global Ratings, with its leases expiring between December2021 and March 2026. The next two largest tenants are Regions Bank (4.5% of NRA; 6.7% ofgross rent, as calculated by S&P Global Ratings; April 2024 lease expiration), and IntuitiveResearch and Technology LLC (5.5%; 6.4%; August 2026). No other remaining tenant leasesmore than 4.4% of NRA. Northrop Grumman has a presence at four out of the six properties inthe portfolio. It is the sole tenant at 301 Voyager Way (10.7% of NRA; 11.5% of gross rent,February 2023 lease expiration), which has served as its regional headquarters since 2007. Thetenant occupies 224,203 sq. ft. at Research Place (21.7%; 21.6%; lease expirations betweenJune 2025 and March 2026) as its "second" headquarters, which it originally occupied in 2009and has since expanded multiple times. The tenant also occupies 59,740 sq. ft. at ResearchPark Office Center (5.8%; 5.1%; June 2024) and 6,016 sq. ft. at Lakeside Center I & II (0.6%;0.7%; December 2021). Northrop Grumman is a leading global aerospace and defense companyand has 97,000 employees worldwide.

- Although the SPE borrower is structured with a non-consolidation opinion and one independentdirector, the independent director can be removed without cause with the earlier of five days' orthree business days' notice.

7. Venice Crossroads

Table 20

Credit Profile


Loan name VeniceCrossroads

Subproperty type Anchored


45,100,000 Property sq. ft./no. ofunits

157,819

% of total pooledtrust balance (%)


City Los Angeles Sponsor Farshad T. Shooshani and Farzad Shooshani, as co-trusteesof the said Shooshani Irrevocable Grantor Trust u/d/t datedNov. 9, 2012, and Farshad T. Shooshani and FarzadShooshani, as co-trustees



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Table 20


State CA S&P Global Ratings'amortization category

Interest Only

S&P GlobalRatings' markettype

Primary S&P Global Ratings'amortization adjustment(%)

(2.50)

S&P GlobalRatings' NCF ($)

3,980,000 S&P Global Ratings'subordinate debtcategory

N/A

S&P GlobalRatings' NCFvariance (%)

(4.67) S&P Global Ratings'subordinate debtadjustment

N/A

S&P GlobalRatings' cap rate(%)

7.00 S&P Global Ratings' LTV(%)

81.9

S&P GlobalRatings' value(mil. $)

55.1 S&P Global Ratings' DSC(x)

2.95

S&P GlobalRatings' valuevariance (%)

(32.8) 'AAA' SCE (%) 45.1

S&P GlobalRatings' value persq. ft./unit ($)

349 'AAA' DCE (%) 9.8




- The trust loan is a mortgage loan secured by the fee-simple interest in a 157,819-sq.-ft.grocery-anchored retail center located in Los Angeles. The property was originally built in 1975and redeveloped in 1998. It is located on Venice Boulevard across from the Culver City light railstation, about a quarter mile from downtown Culver City. The property is anchored by a52,437-sq.-ft. grocery tenant Sprouts Farmers Market Inc. (33.2% of total NRA; 28.4% ofin-place gross rent, as calculated by S&P Global Ratings; May 2023 lease expiration). The othertop-five largest tenants are Ashley Furniture (23.3%; 22.1%; July 2028), Ross Dress for Less(BBB+/Stable; 19.3%; 15.3%; January 2024), and CVS (BBB/Positive; 11.4%; 11.1%; January2023).

- The trust loan has moderate leverage with an 81.9% LTV ratio, based on S&P Global Ratings'valuation. Our long-term sustainable value estimate is 32.8% lower than the appraiser'svaluation, a variance driven primarily by our higher vacancy rate assumption and our 7.00%capitalization rate versus the appraiser's 5.00% capitalization rate.

- The trust loan has a strong DSC of 2.95x, calculated using the loan's fixed interest rate and ourin-place NCF for the property, which is 4.7% lower than the issuer's NCF, a variance drivenprimarily by our assumptions of a higher vacancy rate than in-place, 7.0% compared with 1.8%.

- The property has shown stable historical performance and has been securitized twice in two



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previous CMBS transactions: BACM 2003-1 and COMM 2013-LC6. According to Trepp, the loanhad no payment issues during both transactions. Furthermore, the NOI at the property grew byan average 6% over the past 10 years, despite NOI declines of 16% in 2014 and 22% in 2017due to the acquisition of Albertson's by Haggen, its subsequent bankruptcy, and its vacatingthe space, which was immediately backfilled by Sprouts and OfficeMax vacating the property,respectively, as discussed further below. More recently, NOI grew 17% and 47% year over yearin 2019 and 2020 respectively.

- The property has maintained a stable occupancy in the high nineties over the past 10 years. Theaverage occupancy at the property was 96.8% for the past 10 years and 94.7% for the past fiveyears. The occupancy dipped in 2017 to 76% due to OfficeMax vacating the property; however,the sponsor was able to backfill the space with Ashley Furniture in July 2018. Occupancy didnot dip in 2014 as the Albertsons space had been immediately backfilled by Sprouts. As of June2021, the in-place occupancy at the property is 98.3% as calculated by S&P Global Ratings.Outside of the top five tenants listed above, no other tenant represents more than 2.8% of theproperty NRA, or 5.3% of in-place gross rent.

- According to CoStar, the property is in the West Los Angeles retail submarkets in the LosAngeles MSA, which we consider a primary market. Primary markets generally have higherbarriers to entry than secondary and tertiary markets. As of third-quarter 2021, the retailsubmarket had average vacancy and availability rates of 5.5% and 6.2%, respectively. The retailsubmarket has shown strong and stable performance historically with vacancy rates below10.0% since 2010. Additionally, CoStar forecasts the average retail vacancy rate to be 5.5%over the next five years. We used a vacancy of 7.0% in our analysis to determine the long-termsustainable NCF.

- We visited the property on Sept. 14, 2021, and we found the property to be in above averagecondition. The property is in a dense, infill neighborhood with heavy traffic and good signage.The property features minimal and unremarkable landscaping: the parking lot and sidewalkswere in average condition and typical of an urban setting. The property has an atypical parkingstructure with the second-floor roof above Sprouts serving as an additional parking platformwith direct access to Ross Dress for Less and other office tenants.

- The mortgage loan benefits from Shooshani Development's experienced sponsorship. It is awest coast based real estate development and management company founded by SaidShooshani, and currently managed by his two sons, Tony and Zad, both of which are principalsat the firm. Shooshani currently owns more than 1.2 million sq. ft. of real estate across six retailproperties throughout southern California.


- The trust loan is interest-only for its entire 10-year term, and there will be no scheduledamortization during the loan term. Compared with an amortizing loan, an interest-only loanbears a higher refinance risk because of the higher loan balance at maturity. We reduced ourLTV recovery thresholds across the capital structure to account for the higher refinancing riskat loan maturity.

- The mortgage loan is a refinancing, and the loan proceeds returned approximately $15.0 million(32.9% of the financing) of equity to the sponsor. Based on the sponsor's cost basis of $40.0million, there is an implied $25.0 million of equity remaining in the portfolio at closing, althoughno hard cash equity. The sponsor acquired the properties for approximately $40.0 million ($253per sq. ft.) in 2003.

- The property faces considerable tenant rollover risk, with 97.5% of the leased NRA and 98.7%



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of the in-place gross rent, as calculated by S&P Global Ratings, expiring during the loan term.Specifically, rollover is heightened in 2023, 2024, and 2028 when 45.4% of NRA, 21.1%, and23.3%, respectively, expire. However, the loan is structured with an upfront TI/LC reserve of$1.25 million and ongoing TI/LC reserve of $1.00 per sq. ft. per annum which will trigger onlywhen the TI/LC reserve is less than $1.25 million. We accounted for this risk by utilizing a highervacancy of 7% in our analysis.

- During alterations to the property, the loan agreement does not require that all collateralposted by the borrower be rated by S&P Global Ratings. This structure potentially exposes thetransaction to risks associated with (i) additional leverage beyond a de minimis amount and (ii)potential additional liens, such as mechanic's liens, some of which may have priority over themortgage lien.

- The mortgage loan does not have a warm-body recourse carve-out guarantor for acts such asfraud or voluntary bankruptcy. Instead, the guarantor for the mortgage loan is an entity thatmay have limited assets from which to satisfy any obligations that may arise under theguarantee.


- The mortgage loan is structured with a hard springing lockbox, as determined by S&P GlobalRatings, that springs into existence upon the first occurrence of an event of default or if the DYfalls below 7.90%. There are also ongoing reserves for taxes, insurance, capital expenditures,and leasing expenses.

8. The Westchester

Table 21

Credit Profile


Loan name The Westchester Subproperty type Super Regional Mall





City White Plains Sponsor Simon Property Group, L.P. andInstitutional Mall Investors LLC

State NY S&P Global Ratings' amortizationcategory

Interest Only



(2.50)


2,870,000(i) S&P Global Ratings' subordinatedebt category

N/A



N/A





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Table 21


S&P Global Ratings'value (mil. $)


S&P Global Ratings'value variance (%)

(49.9) 'AAA' SCE (%) 57.5

S&P Global Ratings'value per sq. ft./unit ($)

400 'AAA' DCE (%) 18.1

(i)Pari passu adjusted. (ii)The trust loan is pari passu; LTV and DSC are calculated based on the $343.0 million whole loan balance ($45.0 milliontrust loan and the $298.0 million pari passu companion loan balance). NCF--Net cash flow. LTV--Loan-to-value. DSC--Debt service coverage.SCE--Stand-alone credit enhancement. DCE--Diversified credit enhancement. N/A--Not applicable.



- The $45.0 million pooled trust loan plus the $298.0 million pari passu component represent a$343.0 million senior component within a larger $400.0 million whole loan. The whole loan issecured by the Westchester, an enclosed 809,311 sq. ft. super-regional, luxury-orientedclass-A mall located in White Plains, New York, in Westchester County, approximately 25.0miles north of New York City.

- The senior component, in which the trust loan is part of, has a moderately high DSC of 1.93x,calculated using the loan's fixed interest rate and our in-place NCF for the property, which is46.5% lower than the issuer's NCF. We used the in-place vacancy of 10.41%, counting leasesout-for-signature as vacant and in-place gross rent ($44.65 per sq. ft.) as per the May 2021 rentroll in our cash flow analysis.

- The property is located within the White Plains CBD submarket of New York according to Costar.The average household income within five miles of the property is $209,062, which is well abovethe state and national averages. Per Costar, the submarket has a retail vacancy rate of 4.8%.

- The Westchester Mall was 89.6% occupied, when counting leases out-for-signature as vacant,as of May 2021. The mall is anchored by Nordstrom (ground lease; 25.5% by NRA; less than0.1% by gross rent; March 2035 lease expiration) and Neiman Marcus (17.7% by NRA; 0.3% bygross rent; January 2027 lease expiration). The tenant roster includes brands such as Apple,Tiffany & Co., Gucci, Louis Vuitton, Williams-Sonoma, Burberry, Sephora, Salvatore Ferragamo,Tourneau, Coach, Tesla Motors, Tory Burch, Crate & Barrel, and Pottery Barn.

- The mortgage loan benefits from Simon Property Group Inc.'s experienced sponsorship. Theborrower is a subsidiary of a joint venture between an affiliate of Simon Property Group Inc.(40.0% indirect ownership), Institutional Mall Investors LLC (40.0% indirect ownership), andKMO-361 Realty Associates LLC (20.0% indirect ownership). Simon Property Group Inc. is alisted REIT that invests in shopping malls, outlet centers, and community/lifestyle centers.Simon Property Group Inc. (A-/Stable) has approximately $34.79 billion of assets undermanagement as of June 2, 2020.

- We visited the property the morning of Sept. 24, 2021, and we found it to be clean, well-kept,with light-to-moderate foot traffic that increased during our visit. A notable number of storeshave adjusted their sales hours because of the pandemic, opening at 11 a.m., rather than theadvertised 10 a.m. Neiman Marcus was one such store and had its gates down on its multiplefloor entrances. Nordstrom, on the opposite end of the mall, was open at 10 a.m. The tenant



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vacancies have all been papered over with mall advertisements, and there was evident workoccurring on the to-be-opened Fabletics and Aerie stores. The Apple Store was noticeably verybusy, with a long line at the mall's opening, as our visit coincided with the launch date of theApple iPhone 13. The mall shows very well and is open and airy due to the overhead skylights.The tenant base skews on the higher end, but there were some notable local and regionaltenants on the upper floors of the mall. The food court was lightly trafficked during our visit withseveral vacancies that were well disguised, but eventually noticeable. Access to the mall iseasy, with paid parking on several floors allowing for direct access into the mall.


- The senior component is highly leveraged, with an S&P Global Ratings' LTV ratio of 105.8%based on our valuation. The LTV ratio on the senior loan component based on the appraiser'sJanuary 2021 "as-is" valuation is 53.0%. Our estimate of long-term sustainable value is 49.9%lower than the appraiser's "as-is" valuation and is primarily driven by our more conservativegross rents, 18.0% mall mark-to-market, and 6.75% cap rate assumptions.

- The $45.0 million pooled trust loan, along with the $298.0 million pari passu portion heldoutside the trust, comprises the $343.0 million senior loan component of a $400.0 million wholeloan. The remaining $57.0 million junior non-trust note is held outside the trust and is thecontrolling piece of the whole loan. It increases our LTV ratio to 123.4% from 105.8%.

- The trust loan is interest-only for its entire 10-year term, and there will be no scheduledamortization during the loan term. Compared with an amortizing loan, an interest-only loanbears a higher refinance risk because of the higher loan balance at maturity. To account for thislack of amortization, we applied negative LTV threshold adjustments across the capitalstructure.

- The property experienced tenant disruption stemming from the pandemic andgovernment-mandated closures, which caused net operating income (NOI) to drop 30.0% in2020 versus the year prior. The Westchester closed on March 18, 2020, and reopened July 10,2020. Prior to the pandemic, the property exhibited NOI above $41.0 million between 2016 and2019. The property closed from March 18, 2020, through July 10, 2020. The borrower sponsorsgranted various rent relief/rent deferrals to select tenants in relation to spring and earlysummer payments due. Short-term rent relief was given to several tenants in exchange forwaiving co-tenancy provisions in their leases through December 2021. Rent deferrals areexpected to be paid back in equal monthly installments, some of which have commenced in2021, with a few tenants electing to make one lump-sum payment. We underwrote to thein-place vacancy (10.4%, which includes out for signature rent spaces) and in-place gross rent($44.65 per sq. ft.) as per the May 2021 rent roll in our cash flow analysis. Our $46.0 millioneffective gross income (EGI) compares with a $64.0 million and $48.3 million EGI in 2019 and2020, respectively.

- Prior to the COVID-19 pandemic, based on sales information provided by the issuer, inline salesfrom inline tenants less than 10,000 sq. ft. (excluding the high-sales per sq. ft. Apple and TeslaMotors) have held above $600 per sq. ft. historically, at $676 in 2017, $668 in 2018, and $629 in2019. As of May 2021, inline tenant sales totaled approximately $600 per sq. ft. Since the mallclosed on March 18, 2020, and reopened July 10, 2020, a full year of sales would likely exceed2019 levels (we estimate approximately $655).

- The mortgage loan was a refinancing, and the loan proceeds returned approximately $71.3million of equity to the sponsor (17.8% of the financing). Simon Property Group Inc. acquired itsinterest in the property in 1997. Since 2015, the owners have invested approximately $59.8million to renovate the mall including the food court, common areas, creation of a technology



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lounge, and implementation of a valet garage-parking service.

- During alterations to the property, the loan agreement does not require that all collateralposted by the borrower be rated by S&P Global Ratings. This structure potentially exposes thetransaction to risks associated with (i) additional leverage beyond a de minimis amount and (ii)potential additional liens, such as mechanic's liens, some of which may have priority over themortgage lien.

- There is no warm body carve-out guarantor, and the carve-out guaranty is capped at only 20%of the loan amount. In our view, these limitations generally lessen the disincentive provided by afull non-recourse carve-out related to "bad acts" or voluntary bankruptcy.

- Although the SPE borrower is structured with a non-consolidation opinion and two independentdirectors, the independent directors can be removed without cause with five business days'notice.

- The mortgage loan is structured with a hard in-place lockbox and springing cash management,as determined by S&P Global Ratings, which allows the borrower to control funds until an eventof default has occurred, the borrower or a borrower-affiliate manager has entered into abankruptcy or insolvency proceeding, or a DSC ratio of 2.50x is breached for two consecutivequarters. At that point, the borrower will be required to maintain monthly tax and insuranceescrows, replacement reserves, and TI/LC deposits. During a cash sweep event, all excess cashflow will be deposited into a lender-controlled account.

9. Marina Pacifica

Table 22

Credit Profile


Loan name MarinaPacifica

Subproperty type Anchored

Pooled trust loan balance ($) 33,104,772 Property sq. ft./no. of units 297,227


3.6 Year built/renovated 1976/1996

City Long Beach Sponsor Abraham Lerner (a/k/a Avi Lerner)and Christopher Ellis


Less than 15-year



1.50

S&P Global Ratings' NCF ($) 5,080,000 S&P Global Ratings' subordinatedebt category

N/A



N/A

S&P Global Ratings' cap rate(%)

7.25 S&P Global Ratings' LTV (%) 87.7




(61.1) 'AAA' SCE (%) 44.1



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Table 22



127 'AAA' DCE (%) 25.6




- The trust loan is a mortgage loan secured by the leasehold interest in a 297,227 sq. ft.multi-tenant shopping center in Long Beach, California. The property, which also contains a107-space subterranean parking garage, was originally built in 1976, and it was extensivelyredeveloped in 1997. The property is adjacent to the Pacific Coast Highway along the waterfrontof the Alamitos Bay and San Gabriel River, approximately 21 miles from downtown Los Angeles.

- The property is 96.6% leased to a diverse roster of 30 retail tenants including two anchortenants (totaling more than 40,000 sq. ft.) and six major tenants (between 10,000 sq. ft. and40,000 sq. ft.), which helps lower the risk of sudden drops in the loan's capacity to meet its debtservice obligations. The three largest tenants are Ralphs Grocery (15.4% of NRA, 17.3% ofin-place gross rent, as calculated by S&P Global Ratings, November 2029 lease expiration);American Multi-Cinema (AMC; 14.8%, 16.8%, January 2027 expiration); and LA Fitness (11.4%,6.6%, March 2039 expiration). At this time, LA Fitness has not taken occupancy of its space,although the lease start date was in July 2021; see subsequent bullet points for moreinformation. No other tenant at the property consists of more than 10.1% of the NRA. Of the 30tenants on the rent roll, 15 have lease extension options, including Ralphs Grocery (one 10-yearextension), AMC (two 5-year options) and LA Fitness (one five-year extension). No tenant hastermination options.

- According to CoStar, the property is in the Downtown Long Beach retail submarket--part of thegreater Los Angeles MSA, which we consider a primary market. As of third-quarter 2021, theretail submarket vacancy rate, availability rate, and market asking rents were 4.6%, 5.0%, and$32.12 respectively, compared with the property's in-place vacancy and gross rent of 3.4% and$32.89 as calculated by S&P Global Ratings. The retail submarket has shown strong historicalperformance with average five-year and 10-year vacancy rates of 4.6% and 5.1%, respectively,with a 4.3% forecasted five-year vacancy rate. According to the rent roll as of Aug. 31, 2021, thesubject property is 96.6% leased, which is the highest occupancy the property has achievedsince at least 2018. The property had an average occupancy of 86.8% between 2018 and 2020.The uptick in occupancy is almost entirely due to the signing of LA Fitness in July 2021 for anadditional 11.4% of the NRA, which backfilled a former Best Buy that departed in 2019.

- The mortgage loan is structured with a hard in-place lockbox and in-place cash management,as determined by S&P Global Ratings. A cash sweep event occurs upon an event of default; ifthe DY falls below 14.25%; or if one of the anchors has terminated or elected to terminate itsspace, declared bankruptcy, or reduced its square footage beyond certain minimumthresholds. There are also ongoing reserves for taxes, insurance, capital expenditures, andleasing expenses.




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- The trust loan has a moderately high leverage with an 87.7% LTV ratio, based on S&P GlobalRatings' valuation. Our long-term sustainable value estimate is 61.1% lower than theappraiser's valuation, a variance driven primarily by our discounted cash flow approach tovaluing the property.

- The trust loan has a moderately low DSC of 1.27x, calculated using the loan's fixed interest rateand our in-place NCF for the property, which is 14.8% lower than the issuer's NCF.

- The property is currently encumbered by two ground lease agreements that both expire inMarch 2039. The two ground leases have no physical overlap: one is for the land underNordstrom Rack, and the other relates to the remaining collateral. The ground leases expirejust over 10 years past the maturity of the 85-month loan and have no extension options. Whilethere are reasons to believe the ground lessor (ABP Parcel 8, LLC, a private group consisting oflocal Long Beach investors) may offer an extension, the ground lessor is under no obligation toextend. Failure to extend would end the borrower's ownership over the loan's collateral. Basedon the binary nature of the extension risk, we did not believe capitalizing cash flows intoperpetuity was an appropriate way to value the property, and instead employed a discountedcash flow (DCF) analysis, ending at ground lease maturity in 2039. In our analysis, we assumedthe property begins to encounter tenant retention issues as expiring and potential new tenantsquestion investment in a property that may revert to the ground lessor for an uncertain futureuse. As such, we stressed tenant cash flows beginning in year 2027 of the DCF and continuedthe decline until 2039.

- AMC (CCC+/Positive) is the second-largest tenant at the property. Movie theaters havestruggled during the pandemic, in particular all AMC theaters were closed on March 18, 2020,and pose a risk when they are one of the few anchors at a property. However, this risk ispartially mitigated by the positive historical performance of this particular theater, which hasaveraged sales of approximately $743,000 per screen between 2017 and 2019. The theater waslast renovated in 2016 where, according to 3650 REIT Loan Servicing LLC, the tenant spentapproximately $2.0-$4.0 million on renovations, adding two on-site bars, leather recliningseats, and an updated sound system.

- LA Fitness, the third-largest tenant at the property, is not yet in occupancy as of October 2021,and buildout of the space had yet to commence as of our site inspection on Sept. 14, 2021. Thetenant will not commence paying rent until its buildout is complete, which propertymanagement estimated to be in mid-2022. LA Fitness is responsible for the buildout and isrequired to put $3.0 million into its space at the property pursuant to its lease agreement datedJune 2021. The tenant originally executed a lease in October 2019, which included alandlord-provided $1.0 million tenant improvement (TI) allowance. Due to the pandemic, thelease start date was pushed to July 2021, and in exchange for the extension, the tenant agreedto forego the landlord's TI contribution. There is a potential risk that LA Fitness may not moveinto its space despite the signed lease. This is partially mitigated by a self-replenishing upfrontcash reserve of $759,040 provided by the sponsor to replicate over one year of LA Fitness' rent.As a result of this risk, we have utilized an 11.5% vacancy rate in our assumptions, slightlyabove the four-year historical average vacancy at the property.

- Historical sales data was provided for Barnes & Noble, Nordstrom Rack, and Ralphs Grocery, allof which have had consistently decreasing year-over-year sales revenue figures, except forRalphs Grocery in 2020, which overperformed 2019 revenue by approximately 22.4%. This riskis captured in our vacancy assumptions and our DCF analysis.

- Historically, the property's occupancy has underperformed compared to the overall submarket.The subject property's 2018-2020 occupancy figures were 91.9%, 84.9%, and 83.6%respectively, compared to an average submarket occupancy of 95.2% over the same period,



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according to CoStar. This underperformance is also captured in our beginning 11.50% vacancy,a number we grow throughout our DCF as discussed above.

- The mortgage loan is a cash-out refinancing, and the loan proceeds retired approximately $28.7million in outstanding debt, funded about $1.5 million in closing costs, funded approximately$760,000 in a rent reserve for LA Fitness, funded $225,000 in an upfront reserve for the groundlease, and returned approximately $2.3 million (7.0% of the financing) of equity to AbrahamLerner and Chris Ellis, collectively the sponsor. The sponsor purchased the leasehold interestfor $12.5 million in 1995, spent approximately $20.0 million in demolishing and rebuilding theasset in 1997, and invested additional capital for a total cost basis of approximately $43.2million ($145.34 per sq. ft.). Based on the sponsor's cost basis of approximately $43.2 million,$10.1 million of cash equity will remain in the portfolio.

- We visited the property on Sept. 14, 2021, and found the property to be in good overall conditionwith positive curb appeal. During the visit, we noted that two tenants had not yet occupied theirspaces. Faucets n' Fixture (3.2% of NRA) was in the middle of its build-out, with plans to openby the end of October, and LA Fitness (11.4%) had not yet begun renovations despite the July2021 lease start date. Within walking distance of the property are several other retail centers,including the more recently built 2nd & PCH lifestyle center anchored by Whole Foods Market,which the property manager categorized as a direct competitor to the subject property. This isfurther exemplified by a handful of tenants leaving the subject property for 2nd & PCH andother nearby retail centers, according to the property manager.

10. Patewood Corporate Center

Table 23

Credit Profile


Loan name Patewood CorporateCenter

Subproperty type Suburban





City Greenville Sponsor Joseph Friedland

State SC S&P Global Ratings' amortizationcategory

Interest Only


Secondary S&P Global Ratings' amortizationadjustment (%)

(2.50)


2,250,000(i) S&P Global Ratings' subordinate debtcategory

Unsecured Debt (S&P LTV>= 90%)



(2.50)






(47.2) 'AAA' SCE (%) 63.5



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Table 23



131 'AAA' DCE (%) 27.2

(i)Pari passu adjusted. (ii)The trust loan is pari passu; LTV ratio and DSC are calculated based on the $68.5 million whole loan balance ($30.0million trust loan and the $38.5 million pari passu companion loan balance). NCF--Net cash flow. LTV--Loan-to-value. DSC--Debt servicecoverage. SCE--Stand-alone credit enhancement. DCE--Diversified credit enhancement. N/A--Not applicable.



- The trust loan represents a pari passu portion within a larger $68.5 million mortgage wholeloan. The whole loan is secured by the borrower's fee-simple interest in a six-building,447,282-sq.-ft. suburban office property on 34.8 acres in Greenville, S.C., approximately fivemiles from downtown Greenville. The property is well-located and close to major highwaysI-385 and I-85, as well as the Greenville International Airport. In addition, the business park isnext to the PRISMA Health Patewood Medical campus, one of the top employers in theGreenville MSA.

- The whole loan has a moderately high DSC of 1.79x, calculated using the loan's fixed interestrate and our in-place NCF for the property, which is 15.4% lower than the issuer's NCF. Thevariance is driven primarily by our higher vacancy rate assumption of 15.0% compared with thein-place vacancy rate of 10.2%.

- The property benefits from a diverse roster of over 25 tenants predominantly in the finance,legal, construction, engineering, and energy sectors. According to the rent roll dated as of April30, 2021, the property was 89.8% leased, and the five largest tenants include: RealPage (10.3%of NRA; 9.7% of base rent as calculated by S&P Global Ratings; November 2026 leaseexpiration), Day & Zimmerman (10.1%; 9.8%; March 2025 expiration), The Gordian Group (9.8%;10.2%; June 2030 expiration), The Wood Group (9.5%; 10.7%; July and August 2023 expiration),and Ogletree Deakins (9.3%; 7.9%; May 2024 expiration).

- The property has exhibited a strong tenant retention rate. According to the sponsor, over thepast six years, 90% of the existing tenants have renewed their respective leases at theproperty, and at least 80% of the tenants that have leases expiring in 2023 (19.7% of NRA) haverenewed at least once.

- Despite the COVID-19 pandemic, the sponsor collected 100% of the rent obligations, and notenant requested concessions or rent abatement. In addition, the sponsor was able to lease orrenew over 55,000 sq. ft. (12.3% of NRA) in 2020 at an average base rent of $23.85 per sq. ft.,which is on par with the appraiser's concluded market rent.

- As of Oct. 15, 2021, the property was open and operational. The issuer confirmed that thesponsor made its October 2021 debt service payment on the whole loan.

- The mortgage loan benefits from the experienced sponsorship of JFR Global Investments LLC.Led by Joseph Friedland, the sponsor has acquired approximately 53 million sq. ft. of industrialand office properties totaling over $6.5 billion and has over 35 years of experience. Friedlandhas a reported net worth of approximately $30.0 million.

- The mortgage loan is structured with a hard in-place lockbox and in-place cash management,as determined by S&P Global Ratings. A cash sweep event occurs upon an event of default; if



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the debt yield falls below 8.00%; or if one of the major tenants has terminated or elected toterminate its space, declared bankruptcy, or reduced its square footage beyond certainminimum thresholds. There are also ongoing reserves for taxes, insurance, capitalexpenditures, and leasing expenses.


- The whole loan has a high leverage with an S&P Global Ratings' LTV ratio of 116.6% based onour valuation. The LTV ratio based on the appraiser's valuation is 61.6%. Our estimate oflong-term sustainable value is 47.2% lower than the appraiser's valuation, a variance primarilydriven by our higher vacancy rate and 8.00% capitalization rate assumptions compared to theappraiser's 5.75% capitalization rate.

- The whole loan is interest-only for its entire seven-year term, and there will be no scheduledamortization during the loan term. We reduced our LTV recovery thresholds across the capitalstructure to account for the higher refinancing risk at loan maturity.

- In addition to the mortgage whole loan, there is a $10.0 million mezzanine loan. The mortgageand mezzanine loans have a combined S&P Global Ratings' LTV ratio of 133.6%. Thecomparably weaker credit metrics for the combined debt exposes the trust loan to a higherdefault risk. We reduced our LTV recovery thresholds across the capital structure to account forthis risk.

- The mortgage loan is a refinancing and the loan proceeds, in combination with the mezzaninedebt, repaid approximately $55.8 million of existing debt, paid $1.3 million of closing costs,funded $3.0 million, $453,242, and $682,885 of upfront TI/LC, real estate tax and insurance,and other reserves, respectively, and returned approximately $17.4 million of equity to thesponsor, or approximately 22.1% of the total combined financing. Based on the sponsor's costbasis of $86.7 million, $8.2 million of cash equity will remain in the property at closing. Thesponsor acquired the property for approximately $77.2 million ($173 per sq. ft.) in January2017.

- The property is in Greenville, which we consider a secondary market. According to CoStar, theproperty is located within the Pelham Road 2-4 Star office submarket, which had a 14.1%vacancy rate, 16.3% availability rate, and $19.54 per sq. ft. asking rent as of third-quarter 2021.CoStar projects the vacancy rate to remain at this level for the next five years. The appraiseralso concluded a 14.0% vacancy rate and $24.00-$25.50 per sq. ft. market rent as offirst-quarter 2021. This compares with an in-place vacancy rate of 10.2%, base rent of $22.64per sq. ft., and gross rent of $22.87 per sq. ft. for the property. In addition, approximately 13.0%of NRA is being marketed for subleasing, including spaces leased to three of the top fivetenants. To account for these risks, we assumed a 15.0% vacancy rate in our analysis.

- The property faces significant rollover, with 78.8% of NRA and 78.6% of in-place base rent, ascalculated by S&P Global Ratings, expiring during the first five years of the seven-year loanterm. In addition, the two largest tenants, aggregating 20.4% of NRA, have early terminationoptions. The rollover is partially mitigated by the granularity of the rent roll, with no tenantrepresenting more than 10.3% of NRA or 9.7% of in place base rent. The loan is structured witha $3.0 million upfront reserve and $1.00 per sq. ft. ongoing TI/LC reserve if the rollover reservebalance is less than $1.5 million. Nevertheless, we utilized higher vacancy and capitalizationrates to account for this risk in our analysis.

- The property is an older build, as it was constructed in phases between 1985 and 1998.However, the property is well maintained and considered to be in good condition according tothe Dec. 15, 2020, property condition report, which identified no immediate repairs. In addition,



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the sponsor has invested $9.5 million ($21.24 per sq. ft.) into the property since acquisition. Wereflected this risk in our capitalization rate selection.

Appendices

Our property evaluation results and loan-level credit enhancement for the full pool appear in theAppendix I and II tables below.

The loan-level credit enhancement levels shown in Appendix II include the SCE and DCE for eachloan at various rating categories. The SCE assumes the loan is part of an undiversified stand-alonetransaction, while the DCE assumes the loan is part of a well-diversified transaction with aneffective loan count of at least 30. To arrive at the transaction credit enhancement levels, wecalculated the weighted average SCE and weighted average DCE at each rating category, and usedthe transaction's effective loan count of 24.5 to ascertain the final transaction creditenhancement level at each rating category relative to the upper and lower ranges established bythe weighted average SCE and DCE. These final transaction credit enhancement levels are subjectto applicable floors, including a 1% floor at the 'B' rating category, and any adjustment for overalltransaction-level considerations.

Appendix I

S&P Global Ratings' Property Evaluation Results(i)

Loanno.

PropertyName

Propertytype

Markettype

LoanBalance

(mil. $)% ofPool

S&PGlobal

Ratings'Net

CashFlow

(mil. $)

NetCashFlow

variance

CapRate

(%)

S&PGlobalRatings'Value(mil. $)

Valuevariance

(%)Loan-to-Value

Ratio (%)

DebtService

Coverage(x)

1 CX - 350 & 450Water Street

MU P 77.900 8.5 5.838 (24.3) 7.50 86.245 (53.4) 90.3 2.65

2 50 Horseblock IN P 59.000 6.4 4.603 (11.1) 7.75 59.393 (34.9) 99.3 2.40

3 Rox San OF P 52.000 5.7 3.325 (16.1) 7.75 39.762 (50.3) 130.8 1.91

4 520 Almanor OF P 50.000 5.4 3.512 (45.8) 7.25 55.784 (55.4) 89.6 2.71

5 Plaza LaCienega

RT P 50.000 5.4 3.927 (6.4) 7.25 50.389 (44.7) 99.2 2.22

6 HuntsvilleOffice Portfolio

OF T 49.769 5.4 3.589 (28.2) 9.25 42.186 (42.1) 118.0 1.35

7 VeniceCrossroads

RT P 45.100 4.9 3.980 (4.7) 7.00 55.070 (32.8) 81.9 2.95

8 TheWestchester

RT P 45.000 4.9 2.868 (46.5) 6.75 42.522 (49.9) 105.8 1.93

9 MarinaPacifica

RT P 33.105 3.6 5.076 (14.8) 7.25 37.756 (61.1) 87.7 1.27

10 PatewoodCorporateCenter

OF S 30.000 3.3 2.246 (15.4) 8.00 25.733 (47.2) 116.6 1.79

11 TanglewoodApartments

MF S 30.000 3.3 2.246 (14.4) 7.50 29.953 (34.9) 100.2 1.93



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Appendix I

S&P Global Ratings' Property Evaluation Results(i) (cont.)

Loanno.

PropertyName

Propertytype

Markettype

LoanBalance

(mil. $)% ofPool

S&PGlobal

Ratings'Net

CashFlow

(mil. $)

NetCashFlow

variance

CapRate

(%)


Valuevariance

(%)Loan-to-Value

Ratio (%)

DebtService

Coverage(x)

12 AxisApartmentsand Lofts

MF S 27.000 2.9 1.874 (9.8) 6.75 27.766 (30.2) 97.2 1.78

13 Shops ofWisconsin

RT P 26.750 2.9 1.874 (10.6) 7.25 25.609 (37.4) 104.5 2.03

14 2 Washington MF P 26.500 2.9 1.773 (32.1) 6.83 25.968 (40.6) 102.0 1.91

15 One SoHoSquare

OF P 25.177 2.7 2.214 (34.7) 6.50 30.285 (58.1) 83.1 3.18

16 Icon OneDaytona

MF T 25.000 2.7 1.466 (23.2) 7.25 19.696 (46.0) 126.9 1.53

17 PetSmart HQ OF S 23.000 2.5 1.734 (23.1) 8.00 19.970 (45.6) 115.2 1.74

18 747AmsterdamAvenue

MU P 21.000 2.3 1.383 (21.7) 8.71 15.881 (60.3) 132.2 2.06

19 93 EastApartments

MF P 21.000 2.3 1.448 (9.0) 6.75 21.449 (35.1) 97.9 1.62

20 Cabelas RT T 20.000 2.2 2.006 (10.7) 8.50 22.425 (41.7) 89.2 2.25

21 CAL OESPortfolio

IN S 19.665 2.1 1.433 (17.6) 8.03 17.858 (39.1) 110.1 1.35

22 Falls of WestOaks

MF P 19.500 2.1 1.257 (14.8) 7.00 17.957 (34.5) 108.6 1.15

23 FarrellHamptonPortfolio

MU T 17.675 1.9 1.313 (14.4) 8.25 15.916 (35.2) 111.0 1.35

24 Centene OF P 15.600 1.7 0.927 (30.6) 7.75 11.960 (54.4) 130.4 1.72

25 Reside MarketStreet

MU S 14.120 1.5 1.012 (6.9) 7.50 13.252 (30.4) 106.6 1.27

26 477 Rodeo MU P 14.000 1.5 1.152 (14.6) 7.25 15.752 (37.0) 88.9 2.70

27 CarringtonCourtApartments

MF T 10.901 1.2 0.855 (10.5) 7.75 11.032 (33.1) 98.8 1.43

28 Villa Adora MF P 10.500 1.1 0.787 (13.6) 7.00 11.237 (40.2) 93.4 2.25

29 TemeculaCreek Plaza

MU T 10.325 1.1 0.890 (14.4) 8.75 10.175 (49.1) 101.5 2.44

30 Times SquareApartments

MF T 10.200 1.1 0.750 (13.6) 7.50 9.996 (31.4) 102.0 1.94

31 2400 Hudson MF P 10.000 1.1 2.169 (13.6) 7.25 29.918 (34.0) 33.4 7.12

32 Echo-WestlakeMulti

MF P 9.500 1.0 0.589 (13.6) 6.25 9.428 (35.4) 100.8 1.83



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Appendix I

S&P Global Ratings' Property Evaluation Results(i) (cont.)

Loanno.

PropertyName

Propertytype

Markettype

LoanBalance

(mil. $)% ofPool

S&PGlobal

Ratings'Net

CashFlow

(mil. $)

NetCashFlow

variance

CapRate

(%)


Valuevariance

(%)Loan-to-Value

Ratio (%)

DebtService

Coverage(x)

33 Jupiter ParkSelf Storage

SS P 8.400 0.9 0.688 (5.3) 8.00 8.595 (29.6) 97.7 1.46

34 PeachTreePlazaApartments

MF P 6.500 0.7 0.479 (13.6) 7.00 6.837 (26.5) 95.1 1.82

35 Northgate MF T 4.400 0.5 0.318 (13.6) 7.50 4.237 (30.5) 103.9 1.18


- - 918.587 100.0 71.601 (19.6) 7.52 - (43.8) 102.2 2.10

(i)Loan balances, net cash flows, and values refer to the trust portion of contributed loan (i.e., the pari passu amount). All LTVs, DSCRs, debt yields, haircuts,and values refer to those generated by S&P Global Ratings, unless otherwise indicated. NCF--Loan to value. LTV--Loan-to-value. DSC--Debt servicecoverage.IN--Industrial. LO--Lodging. MF--Multifamily. OF--Office. RT--Retail. SS--Self-storage. P--Primary. S--Secondary. T--Tertiary. VAR--Various.

Appendix II

S&P Global Ratings' Loan-Level Credit Enhancement Levels(i)

AAA AA A

Loanno. Property Name Loan Balance ($)

'AAA'DF

'BBB'DF SCE DCE SCE DCE SCE DCE

1 CX - 350 & 450 WaterStreet

77,900,000 23.8 18.7 50.2 12.0 41.9 9.2 33.6 6.9

2 50 Horseblock 59,000,000 26.5 20.9 55.2 14.7 47.7 11.8 40.1 9.1

3 Rox San 52,000,000 43.3 34.3 67.1 30.8 61.4 30.8 55.7 30.8

4 520 Almanor 50,000,000 23.8 18.7 52.0 12.4 43.7 9.6 35.3 7.2

5 Plaza La Cienega 50,000,000 26.5 20.9 54.6 14.5 47.1 11.6 39.5 9.0

6 Huntsville OfficePortfolio

49,768,999 73.5 58.9 59.7 43.9 53.4 36.6 47.0 30.0

7 Venice Crossroads 45,100,000 21.7 17.0 45.1 9.8 35.9 7.2 26.7 5.0

8 The Westchester 45,000,000 31.5 24.9 57.5 18.1 50.4 14.8 43.3 12.6

9 Marina Pacifica 33,104,772 58.0 46.2 44.1 25.6 35.6 19.2 27.0 13.5

10 Patewood CorporateCenter

30,000,000 42.7 33.8 63.5 27.2 57.1 22.8 50.7 22.8

11 TanglewoodApartments

30,000,000 29.4 23.1 55.1 16.2 46.6 12.7 38.1 10.1

12 Axis Apartments andLofts

27,000,000 34.3 27.1 51.2 17.5 42.4 13.4 33.7 9.9

13 Shops of Wisconsin 26,750,000 28.2 22.2 56.9 16.0 49.7 13.0 42.6 11.4

14 2 Washington 26,500,000 30.8 24.3 53.5 16.5 45.1 12.9 36.8 9.7

15 One SoHo Square 25,176,796 21.9 17.2 49.2 10.8 40.2 8.1 31.1 5.9



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Appendix II

S&P Global Ratings' Loan-Level Credit Enhancement Levels(i) (cont.)

AAA AA A

Loanno. Property Name Loan Balance ($)

'AAA'DF

'BBB'DF SCE DCE SCE DCE SCE DCE

16 Icon One Daytona 25,000,000 65.7 52.5 64.2 42.1 57.5 35.2 50.8 28.9

17 PetSmart HQ 23,000,000 44.4 35.2 63.1 28.0 56.6 23.4 50.1 21.9

18 747 AmsterdamAvenue

21,000,000 39.2 31.0 66.0 30.0 60.3 30.0 54.6 30.0

19 93 East Apartments 21,000,000 42.4 33.5 53.5 22.7 44.8 17.6 36.2 13.2

20 Cabelas 20,000,000 23.6 18.5 51.8 12.2 43.4 9.5 35.0 7.1

21 CAL OES Portfolio 19,665,000 67.4 53.9 58.0 39.1 51.2 32.1 44.4 25.9

22 Falls of West Oaks 19,500,000 84.1 67.7 55.1 46.3 47.3 37.0 39.5 28.9

23 Farrell HamptonPortfolio

17,675,000 68.1 54.5 57.2 39.0 50.5 32.0 43.7 25.8

24 Centene 15,600,000 54.0 43.0 65.5 35.4 59.8 30.1 54.0 29.1

25 Reside Market Street 14,120,036 71.6 57.4 55.4 39.7 48.4 32.3 41.3 25.7

26 477 Rodeo 14,000,000 23.6 18.5 51.6 12.2 43.2 9.4 34.7 7.0

27 Carrington CourtApartments

10,901,009 54.1 43.1 49.4 26.7 40.8 20.4 32.2 15.0

28 Villa Adora 10,500,000 24.7 19.4 49.2 12.1 40.1 9.1 31.0 6.6

29 Temecula Creek Plaza 10,325,000 27.2 21.4 55.7 15.1 48.3 12.2 40.9 9.5

30 Times SquareApartments

10,200,000 29.7 23.4 53.5 15.9 45.1 12.5 36.8 9.4

31 2400 Hudson 10,000,000 12.3 9.6 - - - - - -

32 Echo-Westlake Multi 9,500,000 33.7 26.6 52.9 17.8 44.4 13.9 36.0 10.4

33 Jupiter Park SelfStorage

8,400,000 51.6 41.0 52.7 27.2 45.0 21.6 37.3 16.6

34 PeachTree PlazaApartments

6,500,000 31.8 25.1 50.0 15.9 41.1 12.1 32.2 8.8

35 Northgate 4,400,000 77.0 61.8 53.1 40.8 44.9 32.1 36.7 24.5


918,586,612 38.6 30.6 54.6 21.8 47.1 18.0 39.5 15.0

(i)Loan balances, net cash flows, and values refer to the trust portion of contributed loan (i.e. the pari passu amount). (ii)Ground lease.DF--Diversity adjustment factor. SCE--Stand-alone credit enhancement. DCE--Diversified credit enhancement. CE--Credit enhancement.

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