FWP 1 n1323_ts-x6.htm FREE WRITING PROSPECTUS

		FREE WRITING PROSPECTUS
		FILED PURSUANT TO RULE 433
		REGISTRATION FILE NO.: 333-207340-13

(COVER PAGE)

July 30, 2018 FREE WRITING PROSPECTUS STRUCTURAL AND COLLATERAL TERM SHEET $ 804,938,824 (Approximate Total Mortgage Pool Balance) $ 703,315,000 (Approximate Offered Certificates) UBS 2018-C12 UBS Commercial Mortgage Securitization Corp. Depositor UBS AG Société Générale Natixis Real Estate Capital LLC Cantor Commercial Real Estate Lending, L.P. Ladder Capital Finance LLC Rialto Mortgage Finance, LLC CIBC Inc. Sponsors and Mortgage Loan Sellers UBS Securities LLC Cantor Fitzgerald & Co. Natixis Société Générale Co-Lead Managers and Joint Bookrunners CIBC World Markets Drexel Hamilton Academy Securities Co-Managers The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) (SEC File No. 333-207340) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any underwriter, or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-877-713-1030 (8 a.m. – 5 p.m. EST). The offered certificates referred to in these materials and the asset pool backing them are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.

STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

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herein is preliminary as of the date hereof, supersedes any such information previously delivered to you and will be superseded by any such information subsequently delivered prior to the time of sale and ultimately by the final prospectus relating to the offered certificates.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

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

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

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

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

IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES

The offered certificates described herein are not suitable investments for all investors. In particular, you should not purchase any class of offered certificates unless you understand and are able to bear the prepayment, credit, liquidity and market risks associated with such class of certificates. For those reasons and for the reasons set forth under the heading “Risk Factors” in the Preliminary Prospectus, the yield to maturity and the aggregate amount and timing of distributions on the offered certificates are subject to material variability from period to period and give rise to the potential for significant loss over the life of such certificates. The interaction of these factors and their effects are impossible to predict and are likely to change from time to time. As a result, an investment in the offered certificates involves substantial risks and uncertainties and should be considered only by sophisticated institutional investors with substantial investment experience with similar types of securities and who have conducted appropriate due diligence on the mortgage loans and the certificates. Potential investors are advised and encouraged to review the Preliminary Prospectus in full and to consult with their legal, tax, accounting and other advisors prior to making any investment in the offered certificates described in this free writing prospectus.

This free writing prospectus is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. The information contained in this free writing prospectus may not pertain to any securities that will actually be sold. The information contained in this free writing prospectus may be based on assumptions regarding market conditions and other matters as reflected in this free writing prospectus. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this free writing prospectus should not be relied upon for such purposes. The underwriters and their respective affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this free writing prospectus may, from time to time, have long or short positions in, and buy or sell, the offered certificates mentioned in this free writing prospectus or derivatives thereof (including options). Information contained in this free writing prospectus is current as of the date appearing on this free writing prospectus only. None of UBS Securities LLC, SG Americas Securities, LLC, Natixis Securities Americas LLC, Cantor Fitzgerald & Co., CIBC World Markets Corp., Drexel Hamilton, LLC or Academy Securities, Inc. provides accounting, tax or legal advice.

The issuing entity will be relying upon an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act (both as defined in “Risk Factors—Other Risks Relating to the Certificates—Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity of the Offered Certificates” in the Preliminary Prospectus). See also “Legal Investment” in the Preliminary Prospectus.

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

IMPORTANT NOTICE RELATING TO AUTOMATICALLY-GENERATED EMAIL DISCLAIMERS

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

UBS 2018-C12

Capitalized terms used but not defined herein have the meanings assigned to them in the preliminary prospectus expected to be dated July 30, 2018 relating to the offered certificates (hereinafter referred to as the “Preliminary Prospectus”).

KEY FEATURES OF SECURITIZATION

Offering Terms:
Co-Lead Managers and Joint Bookrunners:	UBS Securities LLC SG Americas Securities, LLC Natixis Securities Americas LLC Cantor Fitzgerald & Co.
Co-Managers:	CIBC World Markets Corp. Drexel Hamilton, LLC Academy Securities, Inc.
Mortgage Loan Sellers:	UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG”) (35.0%), Société Générale (“SG”) (16.0%), Ladder Capital Finance LLC (“LCF”) (12.7%), Natixis Real Estate Capital LLC (“Natixis“) (10.8%), Rialto Mortgage Finance, LLC (“RMF”) (9.5%), Cantor Commercial Real Estate Lending, L.P. (“CCRE”) (8.1%) and CIBC Inc. (“CIBC“) (7.8%)
Master Servicer:	Midland Loan Services, a Division of PNC Bank, National Association
Operating Advisor:	Park Bridge Lender Services LLC
Asset Representations Reviewer:	Park Bridge Lender Services LLC
Special Servicer:	Midland Loan Services, a Division of PNC Bank, National Association
Trustee:	Wells Fargo Bank, National Association
Certificate Administrator:	Wells Fargo Bank, National Association
Rating Agencies:	Fitch Ratings, Inc., Kroll Bond Rating Agency, Inc. and Moody’s Investors Service, Inc.
U.S. Credit Risk Retention:	UBS AG is expected to act as the “retaining sponsor” for this securitization and intends to satisfy the U.S. credit risk retention requirement through the purchase by KKR Real Estate Credit Opportunity Partners Aggregator I L.P. or a majority owned affiliate, as a third party purchaser (as defined in Regulation RR), from the initial purchasers, on the Closing Date, of an “eligible horizontal residual interest”. The aggregate estimated fair value of the “eligible horizontal residual interest” will equal at least 5% of the estimated fair value of all of the certificates (other than the Class R certificates) issued by the issuing entity. The pooling and servicing agreement will include the required provisions applicable to an operating advisor necessary for the securitization to comply with the credit risk retention rules utilizing the “third party purchaser” option. See “Operating Advisor” below. For further discussion on the manner in which the U.S. credit risk retention requirements will be satisfied see “Credit Risk Retention“ in the Preliminary Prospectus.
EU Credit Risk Retention:	The transaction is not structured to satisfy the EU risk retention and due diligence requirements.
Determination Date:	The 11^th day of each month, or if such 11^th day is not a business day, the succeeding business day, commencing in September 2018.
Distribution Date:	The 4^th business day following the Determination Date in each month, commencing in September 2018.
Cut-off Date:	The mortgage loans will be considered part of the trust fund as of their respective cut-off dates. The cut-off date with respect to each mortgage loan is the respective due date for the monthly debt service payment that is due in August 2018 (or, in the case of any mortgage loan that has its first due date after August 2018, the date that would have been its due date in August 2018 under the terms of that mortgage loan if a monthly debt service payment were scheduled to be due in that month).
Closing Date:	On or about August 28, 2018
Settlement Terms:	DTC, Euroclear and Clearstream, same day funds, with accrued interest.
ERISA Eligible:	All of the offered certificates are expected to be ERISA eligible.
SMMEA Eligible:	None of the offered certificates will be SMMEA eligible.
Day Count:	30/360
Tax Treatment:	REMIC
Rated Final Distribution Date:	August 2051
Minimum Denominations:	$10,000 (or $1,000,000 with respect to the Class X Certificates) and in each case in multiples of $1 thereafter.
Clean-up Call:	1.0%

Distribution of Collateral by Property Type

(PIE CHART)

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

UBS 2018-C12

TRANSACTION HIGHLIGHTS

Mortgage Loan Sellers	Number of Mortgage Loans	Number of Mortgaged Properties	Aggregate Cut-off Date Balance	% of Initial Outstanding Pool Balance⁽¹⁾
UBS AG⁽²⁾	21	24	$281,754,768	35.0	%
Société Générale⁽²⁾	10	14	$128,937,512	16.0	%
Ladder Capital Finance LLC	13	14	$101,977,933	12.7	%
Natixis Real Estate Capital LLC⁽²⁾	3	3	$87,328,947	10.8	%
Rialto Mortgage Finance, LLC	7	9	$76,839,665	9.5	%
Cantor Commercial Real Estate Lending, L.P.⁽²⁾	3	3	$65,000,000	8.1	%
CIBC Inc.	8	8	$63,100,000	7.8	%
Total	65	75	$804,938,824	100.0	%

Pooled Collateral Facts:
Initial Outstanding Pool Balance:	$804,938,824
Number of Mortgage Loans:	65
Number of Mortgaged Properties:	75
Average Mortgage Loan Cut-off Date Balance:	$12,383,674
Average Mortgaged Property Cut-off Date Balance:	$10,732,518
Weighted Average Mortgage Rate:	4.983%
Weighted Average Mortgage Loan Original Term to Maturity Date or ARD (months)⁽³⁾:	113
Weighted Average Mortgage Loan Remaining Term to Maturity Date or ARD (months)⁽³⁾:	112
Weighted Average Mortgage Loan Seasoning (months):	1
% of Mortgage Loans Secured by a Property or a Portfolio of Mortgaged Properties Leased to a Single Tenant:	13.8%

Credit Statistics
Weighted Average Mortgage Loan U/W NCF DSCR⁽⁴⁾:	1.89x
Weighted Average Mortgage Loan Cut-off Date LTV⁽⁴⁾⁽⁵⁾:	59.6%
Weighted Average Mortgage Loan Maturity Date or ARD LTV^(3)(4)(5):	53.9%
Weighted Average U/W NOI Debt Yield⁽⁴⁾⁽⁵⁾:	11.4%

Amortization Overview
% Mortgage Loans which pay Interest Only through Maturity Date or ARD⁽³⁾:	38.0%
% Mortgage Loans which pay Interest Only followed by Amortization through Maturity Date or ARD⁽³⁾:	31.7%
% Mortgage Loans with Amortization through Maturity Date or ARD⁽³⁾:	30.3%
Weighted Average Remaining Amortization Term (months)⁽⁶⁾:	352

Loan Structural Features
% Mortgage Loans with Upfront or Ongoing Tax Reserves:	83.6%
% Mortgage Loans with Upfront or Ongoing Replacement Reserves⁽⁷⁾:	86.8%
% Mortgage Loans with Upfront or Ongoing Insurance Reserves:	77.6%
% Mortgage Loans with Upfront or Ongoing TI/LC Reserves⁽⁸⁾:	80.7%
% Mortgage Loans with Upfront Engineering Reserves:	49.0%
% Mortgage Loans with Upfront or Ongoing Other Reserves:	54.0%
% Mortgage Loans with In Place Hard Lockboxes:	48.8%
% Mortgage Loans with Cash Traps Triggered at DSCR Levels ≥ 1.05x:	79.2%
% Mortgage Loans with Defeasance Only After a Lockout Period and Prior to an Open Period:	73.5%
% Mortgage Loans with Prepayment with a Yield Maintenance Charge Only After a Lockout Period and Prior to an Open Period:	13.7%
% Mortgage Loans with Prepayment with a Yield Maintenance Charge or Defeasance After a Lockout Period and Prior to an Open Period:	10.4%
% Mortgage Loans with Prepayment with a Yield Maintenance Charge or Defeasance After a Prepayment with a Yield Maintenance Charge Period Prior to an Open Period:	2.5%

Please see footnotes on the following page.

UBS 2018-C12

TRANSACTION HIGHLIGHTS

(1)

Unless otherwise indicated, all references to “% of Outstanding Pool Balance” in this Term Sheet reflect a percentage of the aggregate principal balance of the mortgage pool as of the Cut-off Date, after application of all payments of principal due during or prior to August 2018.

(2)

With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as Riverfront Plaza, representing approximately 6.2% of the Initial Pool Balance, such mortgage loan is part of a whole loan that was originated by Natixis and partly sold to UBS AG. Both UBS AG and Natixis will be contributing their respective notes to the securitization. The “Number of Mortgage Loans” and the “Number of Mortgaged Properties” shown in the table above for Natixis do not include the notes for which Natixis is acting as mortgage loan seller; however, the “Aggregate Cut-off Date Balance” and the “% of Outstanding Pool Balance” shown in the table above for Natixis do include these notes. With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as 20 Times Square, representing approximately 3.1% of the Initial Pool Balance, such mortgage loan is part of a whole loan that was originated by Natixis. Certain notes evidencing the Whole Loan were subsequently acquired by SG and are being contributed to the securitization.

(3)

For any mortgage loan with an anticipated repayment date, calculated to or as of, as applicable, that anticipated repayment date.

(4)

With respect to any mortgage loan that is part of a whole loan, unless otherwise indicated, LTV, DSCR and Debt Yield calculations in this Term Sheet include any related pari passu companion loans and exclude any subordinate companion loans, as applicable. Additionally, LTV, DSCR and Debt Yield figures in this Term Sheet are calculated for mortgage loans without regard to any additional indebtedness that may be incurred at a future date. See “Description of the Mortgage Pool—Mortgage Pool Characteristics” in the Preliminary Prospectus and Annex A-1 to the Preliminary Prospectus.

(5)

With respect to the mortgage loan secured by the portfolio of mortgaged properties identified on Annex A-1 to the Preliminary Prospectus as Aspect RHG Hotel Portfolio, the Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD, and appraised value with respect to the mortgaged properties includes the “As-Complete” appraised value of $75,500,000 for the Aspect RHG Hotel Portfolio properties, which assumes the completion of $5,352,135 in renovations the cost of which the lender reserved at origination. The appraised value for the mortgaged properties assuming the “As-Is” appraised value is $70,000,000. The Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD assuming the “As-Is” appraised value for the mortgaged properties are 66.0% and 58.4%, respectively. With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as Holiday Inn - Matteson, the Cut-off Date LTV, Maturity Date or ARD LTV, and appraised value are based on the “As-Complete” appraised value of $22,500,000 as of March 25, 2018, which assumes the completion of $1,500,000 in renovations for which the lender reserved at origination. The appraised value for the mortgaged property assuming the “As-Is” appraised value is $21,000,000 as of March 25, 2018. The Cut-off Date LTV and Maturity Date or ARD LTV assuming the “As-Is” appraised value for the mortgaged property are 61.9% and 47.9%, respectively. With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as Holiday Inn Express - Sandy, the Cut-off Date LTV, Maturity Date or ARD LTV, and appraised value are based on the “As-Complete” appraised value of $10,700,000 as of May 23, 2018, which assumes the completion of $1,335,238 in renovations for which the lender reserved at origination. The appraised value for the mortgaged property assuming the “As-Is” appraised value is $9,300,000 as of May 23, 2018. The Cut-off Date LTV and Maturity Date or ARD LTV assuming the “As-Is” appraised value for the mortgaged property are 77.4% and 65.1%, respectively. With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as Hampton Inn - Provo, the Cut-off Date LTV, Maturity Date or ARD LTV, and appraised value are based on the “As-Complete” appraised value of $12,000,000 as of May 23, 2018, which assumes the completion of $800,000 in renovations for which the lender reserved at origination. The appraised value for the mortgaged property assuming the “As-Is” appraised value is $11,200,000 as of May 23, 2018. The Cut-off Date LTV and Maturity Date or ARD LTV assuming the “As-Is” appraised value for the mortgaged property are 71.4% and 58.3%, respectively. With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as 5th Street Station, the Cut-off Date Balance per SF, U/W NOI Debt Yield, U/W NCF DSCR, Cut-off Date LTV and Maturity Date or ARD LTV are based on the aggregate principal balance of the senior mortgage loan, without regard to the subordinate companion loan and net of the $7,500,000 achievement reserve (except for Cut-off Date Balance per SF and U/W NCF DSCR for which no achievement reserve adjustment was made). Including the subordinate companion loan but net of the $7,500,000 achievement reserve (except U/W NCF DSCR for which no achievement reserve adjustment was made), the U/W NOI Debt Yield, U/W NCF DSCR, Cut-off Date LTV and Maturity Date or ARD LTV are 9.7%,1.63x, 52.3% and 52.3%, respectively. When the $7,500,000 achievement reserve balance is not netted from the senior mortgage loan balance, the U/W NOI Debt Yield, Cut-off Date LTV and Maturity Date or ARD LTV are 16.3%, 31.0% and 31.0%, respectively. The stabilized appraisal value, which assumes that the mortgaged property reaches stabilized occupancy of 95.5% as of February 1, 2019, is $154,000,000. Including and excluding the $7,500,000 achievement reserve from the senior mortgage loan, the Cut-off Date LTV based on the stabilized appraisal value is 29.2% and 24.4%, respectively. Including and excluding the $7,500,000 achievement reserve from the senior mortgage loan and the subordinate companion loan, the Cut-off Date LTV based on the stabilized appraisal value is 54.1% and 49.2%, respectively. With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as Holiday Inn Express – Port Richey, the Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD and appraised value with respect to the mortgaged property includes the “As-Complete” appraised value of $11,000,000 for the mortgaged property, which assumes the completion of $1,396,747 in renovations the cost of which the lender reserved at origination. The appraised value for the mortgaged property assuming the “As-Is” appraised value is $9,600,000. The Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD assuming the “As-Is” appraised value for the mortgaged property is 59.9% and 51.5%, respectively. With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as Riverfront Plaza, the U/W NCF DSCR is calculated based on a non-standard amortization schedule. For additional information, see “Description of the Mortgage Pool—Mortgage Pool Characteristics – Appraised Value” in the Preliminary Prospectus and the footnotes to Annex A-1 in the Preliminary Prospectus.

(6)

Excludes mortgage loans that are interest-only for the full loan term to maturity or anticipated repayment date.

(7)

Includes FF&E Reserves.

(8)

Represents the percent of the allocated aggregate principal balance of the mortgage pool as of the Cut-off Date of only the office, retail, industrial, and mixed use properties.

UBS 2018-C12

STRUCTURE OVERVIEW

OFFERED CERTIFICATES

Class⁽¹⁾	Ratings⁽²⁾ (Fitch/KBRA/Moody’s)	Approx. Initial Certificate Balance or Notional Amount⁽³⁾		Initial Subordination Levels	Expected Weighted Average Life (years)⁽⁴⁾	Principal Window (months)⁽⁴⁾	Certificate Principal to Value Ratio⁽⁵⁾	Underwritten NOI Debt Yield⁽⁶⁾
Class A-1	AAAsf / AAA(sf) / Aaa(sf)	$23,420,000		30.000%⁽⁷⁾	2.73	1-56	41.7%	16.2%
Class A-2	AAAsf / AAA(sf) / Aaa(sf)	$87,995,000		30.000%⁽⁷⁾	4.84	56-60	41.7%	16.2%
Class A-SB	AAAsf / AAA(sf) / Aaa(sf)	$38,957,000		30.000%⁽⁷⁾	7.26	60-113	41.7%	16.2%
Class A-3	AAAsf / AAA(sf) / Aaa(sf)	$10,670,000		30.000%⁽⁷⁾	6.88	83-83	41.7%	16.2%
Class A-4	AAAsf / AAA(sf) / Aaa(sf)	$185,000,000		30.000%⁽⁷⁾	9.69	113-118	41.7%	16.2%
Class A-5	AAAsf / AAA(sf) / Aaa(sf)	$217,415,000		30.000%⁽⁷⁾	9.88	118-119	41.7%	16.2%
Class X-A⁽⁸⁾	AAAsf / AAA(sf) / Aaa(sf)	$563,457,000	⁽⁹⁾	N/A	N/A	N/A	N/A	N/A
Class X-B⁽⁸⁾	A-sf / AAA(sf) / NR	$139,858,000	⁽⁹⁾	N/A	N/A	N/A	N/A	N/A
Class A-S	AAAsf / AAA(sf) / Aa2(sf)	$69,426,000		21.375%	9.93	119-120	46.9%	14.5%
Class B	AA-sf / AA(sf) / NR	$34,210,000		17.125%	9.96	120-120	49.4%	13.7%
Class C	A-sf / A-(sf) / NR	$36,222,000		12.625%	9.96	120-120	52.1%	13.0%

NON-OFFERED CERTIFICATES⁽¹⁰⁾

Class⁽¹⁰⁾	Ratings⁽²⁾ (Fitch/KBRA/Moody’s)	Approx. Initial Certificate Balance or Notional Amount⁽³⁾		Initial Subordination Levels	Expected Weighted Average Life (years)⁽⁴⁾	Principal Window (months)⁽⁴⁾	Certificate Principal to Value Ratio⁽⁵⁾	Underwritten NOI Debt Yield⁽⁶⁾
Class X-D⁽⁸⁾	BBBsf / BBB+(sf) / NR	$21,357,000	^(9)(11)	N/A	N/A	N/A	N/A	N/A
Class D	BBBsf / BBB+(sf) / NR	$21,357,000	⁽¹¹⁾	9.972%⁽¹¹⁾	9.96	120-120	53.7%⁽¹¹⁾	12.6%⁽¹¹⁾
Class D-RR	BBB-sf / BBB-(sf) / NR	$20,902,000	⁽¹¹⁾	7.375%	9.96	120-120	55.2%	12.3%
Class E-RR	BB+sf / BB+(sf) / NR	$9,056,000		6.250%	9.96	120-120	55.9%	12.1%
Class F-RR	BB-sf / BB-(sf) / NR	$9,055,000		5.125%	9.96	120-120	56.6%	12.0%
Class G-RR	B-sf / B-(sf) / NR	$9,056,000		4.000%	9.96	120-120	57.2%	11.8%
Class NR-RR	NR / NR / NR	$32,197,824		0.000%	9.96	120-120	59.6%	11.4%

Please see footnotes on the following page.

UBS 2018-C12

STRUCTURE OVERVIEW

(1)

The per annum pass-through rates applicable to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, [A-1] Class B, Class C, Class D, Class D-RR, Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (collectively, the “principal balance certificates”) will equal one of: (i) a fixed rate, (ii) a variable rate per annum equal to the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date adjusted as necessary to a 30/360 basis (the “WAC Rate”), (iii) a variable rate per annum equal to the lesser of (a) a fixed rate and (b) the WAC Rate or (iv) a variable rate per annum equal to the WAC Rate minus a specified percentage.

(2)

Ratings shown are those of Fitch Ratings, Inc. (“Fitch”), Kroll Bond Rating Agency, Inc. (“KBRA”) and Moody’s Investors Service, Inc. (“Moody’s”). Certain nationally recognized statistical rating organizations that were not hired by the depositor may use information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended, or otherwise to rate the certificates. There can be no assurance as to what ratings a non-hired nationally recognized statistical rating organization would assign. See “Risk Factors—Other Risks Relating to the Certificates—Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded” and “Ratings” in the Preliminary Prospectus. Fitch, KBRA and Moody’s have informed us that the “sf” designation in their ratings represents an identifier for structured finance product ratings.

(3)

Approximate; subject to a permitted variance of plus or minus 5% on the Closing Date, and further subject to the discussion in footnote (8) below. In addition, the notional amounts of the Class X Certificates may vary depending upon the final pricing of all classes of principal balance certificates and whose certificate balances comprise such notional amounts and, if as a result of such pricing the pass-through rate of the Class X Certificates, as applicable, would be equal to zero, such class of certificates may not be issued on the Closing Date of this securitization.

(4)

The principal window is expressed in months following the Closing Date and reflects the period during which distributions of principal would be received under the assumptions set forth in the following sentence. The expected weighted average life and principal window figures set forth above are based on the following assumptions, among others: (i) no defaults or subsequent losses on the mortgage loans; (ii) no extensions of maturity dates of the mortgage loans; (iii) payment in full on the stated maturity date; and (iv) no prepayments of the mortgage loans prior to maturity. See the structuring assumptions set forth under “Yield and Maturity Considerations—Weighted Average Life” in the Preliminary Prospectus.

(5)

“Certificate Principal to Value Ratio” for any class of principal balance certificates is calculated as the product of (a) the weighted average Cut-off Date LTV Ratio of the mortgage pool, multiplied by (b) a fraction, the numerator of which is the total initial certificate balance of such class of principal balance certificates and all other classes of principal balance certificates that are senior to such class, and the denominator of which is the total initial certificate balance of all the principal balance certificates. The Certificate Principal to Value Ratios of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates are calculated in the aggregate for those classes as if they were a single class.

(6)

“Underwritten NOI Debt Yield” for any class of principal balance certificates is calculated as the product of (a) the weighted average UW NOI Debt Yield for the mortgage pool, multiplied by (b) a fraction, the numerator of which is the total initial certificate balance of all the principal balance certificates, and the denominator of which is the total initial certificate balance of such class of principal balance certificates and all other classes of principal balance certificates, if any, that are senior to such class. The Underwritten NOI Debt Yields of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates are calculated in the aggregate for those classes as if they were a single class.

(7)

The initial subordination levels for the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates represent the approximate credit support for those classes in the aggregate.

(8)

The pass-through rate for the Class X-A certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the WAC Rate, over (b) the weighted average of the pass-through rates on the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 certificates for the related distribution date, weighted on the basis of their respective certificate balances outstanding immediately prior to that distribution date. The pass-through rate for the Class X-B certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the WAC Rate, over (b) the weighted average of the pass-through rates on the Class A-S, Class B and Class C certificates for the related distribution date, weighted on the basis of their respective certificate balances outstanding immediately prior to that distribution date. The pass-through rate for the Class X-D certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the WAC Rate, over (b) the pass-through rate on the Class D certificate for the related distribution date.

(9)

The Class X-A, Class X-B and Class X-D certificates (collectively, the “Class X Certificates”) are notional amount certificates and will not be entitled to distributions of principal. The notional amount of the Class X-A certificates will be equal to the aggregate certificate balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 certificates. The notional amount of the Class X-B certificates will be equal to the aggregate certificate balance of the Class A-S, Class B and Class C certificates. The notional amount of the Class X-D certificate will be equal to the certificate balance of the Class D certificates.

(10)

Not offered pursuant to the Preliminary Prospectus or this Term Sheet. Information provided in this Term Sheet regarding the characteristics of these certificates is provided only to enhance your understanding of the offered certificates. The non-offered certificates also include the Class Z and Class R certificates, which do not have a certificate balance, notional amount, pass-through rate, rating or rated final distribution date, and which are not shown in the chart. The Class Z certificates represent the entitlement to distributions of excess interest accrued on the mortgage loans with an anticipated repayment date, as further described in the Preliminary Prospectus. The Class R certificates represent the beneficial ownership of the residual interest in each of the real estate mortgage investment conduits, as further described in the Preliminary Prospectus.

(11)

The approximate initial certificate balances of the Class D and Class D-RR Certificates are estimated based in part on the estimated ranges of certificate balances and estimated fair values described in “Credit Risk Retention” in the Preliminary Prospectus. The Class D certificate balances are expected to fall within a range of $19,358,000 and $23,507,000, with the ultimate certificate balance determined such that the aggregate fair value of the Yield-Priced Principal Balance Certificates will equal at least 5% of the estimated fair value of all the classes of certificates (other than the Class R Certificates) issued by the issuing entity. The Class D-RR certificate balances are expected to fall within a range of $18,752,000 and $22,901,000, with the ultimate certificate balance determined such that the aggregate fair value of the Yield-Priced Principal Balance Certificates will equal at least 5% of the estimated fair value of all the classes of certificates (other than the Class R Certificates) issued by the issuing entity. Any variation in the initial certificate balances of the Class D certificates and the Class D-RR certificates would affect the credit support and yield statistics of the Class D certificates and the Class D-RR certificates, respectively, and the initial notional amount of the Class X-D certificates.

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Class A-2 Principal Paydown⁽¹⁾

Class	Mortgage Loan Seller	Mortgage Loan	Property Type	Cut-off Date Balance	Remaining Term to Maturity (Mos.)	Cut-off Date LTV Ratio⁽²⁾	U/W NCF DSCR⁽²⁾	U/W NOI Debt Yield⁽²⁾
A-2	UBS AG	Wyvernwood Apartments	Multifamily	$50,000,000	59	38.0%	3.55x	13.7%
A-2	SG	20 Times Square	Other	$25,000,000	57	16.2%	3.65x	11.5%
A-2	UBS AG	HMS – WSS Portfolio	Hospitality	$11,300,000	60	60.1%	1.83x	14.2%

(1)

This table reflects the mortgage loans whose balloon payments will be applied to pay down the Class A-2 certificates, assuming (i) that none of the mortgage loans experience prepayments (prior to maturity or anticipated repayment date, as applicable), defaults or losses, (ii) there are no extensions of maturity dates or anticipated repayment date, as applicable and (iii) each mortgage loan is paid in full on its stated maturity date. See “Yield and Maturity Considerations—Yield Considerations” in the Preliminary Prospectus.

(2)

With respect to any mortgage loan that is part of a whole loan, unless otherwise indicated, Cut-off Date LTV Ratio, U/W NCF DSCR and U/W NOI Debt Yield includes any related pari passu companion loans and excludes any subordinate companion loans.

Class A-3 Principal Paydown⁽¹⁾

Class	Mortgage Loan Seller	Mortgage Loan	Property Type	Cut-off Date Balance	Remaining Term to Maturity (Mos.)	Cut-off Date LTV Ratio⁽²⁾	U/W NCF DSCR⁽²⁾	U/W NOI Debt Yield⁽²⁾
A-3	UBS AG	24 Hour Fitness – Mansfield	Retail	$6,435,000	83	51.7%	2.34x	12.6%
A-3	UBS AG	24 Hour Fitness – Cedar Hill	Retail	$4,235,000	83	49.8%	2.36x	12.8%

(1)

This table reflects the mortgage loans whose balloon payments will be applied to pay down the Class A-3 certificates, assuming (i) that none of the mortgage loans experience prepayments (prior to maturity or anticipated repayment date, as applicable), defaults or losses, (ii) there are no extensions of maturity dates or anticipated repayment date, as applicable and (iii) each mortgage loan is paid in full on its stated maturity date. See “Yield and Maturity Considerations—Yield Considerations” in the Preliminary Prospectus.

(2)

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Principal Distributions:	Payments in respect of principal of the certificates will be distributed, first, to the Class A-SB Certificates, until the certificate balance of such class is reduced to the planned principal balance for the related Distribution Date set forth on Annex E to the Preliminary Prospectus, then, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D, Class D-RR, Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates, in that order, until the certificate balance of each such class is reduced to zero. Notwithstanding the foregoing, if the aggregate certificate balances of the Class A-S, Class B, Class C, Class D, Class D-RR, Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates have been reduced to zero as a result of the allocation of mortgage loan losses to those certificates distributions in respect of principal of the certificates will be distributed, first, to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates, on a pro rata basis, based on the certificate principal balance of each such class, then, to the extent of any recoveries on realized losses, to the Class A-S, Class B, Class C, Class D, Class D-RR, Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates, in that order, in each case until the certificate balance of each such class is reduced to zero (or previously allocated realized losses have been fully reimbursed). The Class X Certificates will not be entitled to receive distributions of principal; however, (i) the notional amount of the Class X-A Certificates will be reduced by the aggregate amount of principal distributions and realized losses, if any, allocated to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates, (ii) the notional amount of the Class X-B Certificates will be reduced by the aggregate amount of principal distributions and realized losses, if any, allocated to the Class A-S, Class B and Class C Certificates and (iii) the notional amount of the Class X-D Certificates will be reduced by the principal distributions and realized losses allocated to the Class D Certificates.
Interest Distributions:	On each Distribution Date, interest accrued for each class of the certificates at the applicable pass-through rate will be distributed in the following order of priority, to the extent of available funds: first, to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B and Class X-D Certificates, on a pro rata basis, based on the accrued and unpaid interest on each such class and then, to the Class A-S, Class B, Class C, Class D, Class D-RR, Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates, in that order, in each case until the interest payable to each such class is paid in full. The per annum pass-through rates applicable to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C, Class D, Class D-RR, Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates for each Distribution Date will equal one of: (i) a fixed rate, (ii) the WAC Rate, (iii) a variable rate equal to the lesser of (a) a fixed rate and (b) the WAC Rate, or (iv) a variable rate equal to the WAC Rate less a specified percentage. As further described in the Preliminary Prospectus, the per annum pass-through rate on the Class X-A Certificates will generally be equal to the excess, if any, of (a) the WAC Rate, over (b) the weighted average of the pass-through rates of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates, weighted on the basis of their respective certificate balances outstanding immediately prior to that Distribution Date as described in the Preliminary Prospectus. The per annum pass-through rate on the Class X-B Certificates will generally be equal to the excess, if any, of (a) the WAC Rate, over (b) the weighted average of the pass-through rates of the Class A-S, Class B and Class C Certificates, weighted on the basis of their respective certificate balances outstanding immediately prior to that Distribution Date as described in the Preliminary Prospectus. The per annum pass-through rate on the Class X-D Certificates will generally be equal to the excess, if any, of (a) the WAC Rate, over (b) the pass-through rate of the Class D Certificates as described in the Preliminary Prospectus.
Prepayment Interest Shortfalls:	Prepayment interest shortfalls will be allocated pro rata based on interest entitlements, in reduction of the interest otherwise payable with respect to each of the interest-bearing classes of certificates.
Realized Loss Allocation:	On each distribution date, immediately following the distributions to be made to the Certificateholders on that date, the certificate administrator is required to calculate the amount, if any, by which (i) the aggregate stated principal balance of the mortgage loans, including any REO loans, expected to be outstanding immediately following that distribution date is less than (ii) the then aggregate Certificate Balance of the Principal Balance Certificates after giving effect

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to distributions of principal on that distribution date. Such amount will be applied to the Class NR-RR, Class G-RR, Class F-RR, Class E-RR, Class D-RR, Class D, Class C, Class B and Class A-S certificates, in that order, in each case until the related Certificate Balance has been reduced to zero, and then to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 certificates, pro rata based upon their respective Certificate Balances, until their respective Certificate Balances have been reduced to zero.

Prepayment Premiums/Yield Maintenance Charges:

If any yield maintenance charge or prepayment premium is collected during any particular collection period with respect to any mortgage loan, then on the distribution date corresponding to that collection period, the certificate administrator will pay that yield maintenance charge or prepayment premium, net of any liquidation fees or workout fees payable therefrom, in the following manner: (a) to the holders of each of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D certificates, the product of (x) such yield maintenance charge or prepayment premium, (y) the related Base Interest Fraction for such class, and (z) a fraction, the numerator of which is equal to the amount of principal distributed to such class for that distribution date, and the denominator of which is the total amount of principal distributed to such classes of Principal Balance Certificates for that distribution date, (b) to the holders of the Class X-A certificates, the excess, if any, of (x) the product of (1) such yield maintenance charge or prepayment premium and (2) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 certificates for that distribution date, and the denominator of which is the total amount of principal distributed to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D certificates for that distribution date, over (y) the amount of such yield maintenance charge or prepayment premium distributed to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates as described above, and (c) to the holders of the Class X-B certificates, any remaining portion of such yield maintenance charge or prepayment premium not distributed as described above.

No prepayment premiums or yield maintenance charges will be distributed to the holders of the Class X-D, Class D-RR, Class E-RR, Class F-RR, Class G-RR, Class NR-RR, Class Z or Class R Certificates.

“Base Interest Fraction” means, with respect to any principal prepayment of any mortgage loan that provides for the payment of a yield maintenance charge or prepayment premium, and with respect to any class of Principal Balance Certificates, a fraction (A) the numerator of which is the greater of (x) zero and (y) the difference between (i) the pass-through rate on that class, and (ii) the applicable discount rate and (B) the denominator of which is the difference between (i) the mortgage interest rate on the related mortgage loan and (ii) the applicable discount rate; provided, however, that: under no circumstances will the Base Interest Fraction be greater than one; if the applicable discount rate is greater than or equal to the mortgage interest rate on the related mortgage loan and is greater than or equal to the pass-through rate on that class, then the Base Interest Fraction will equal zero; and if the applicable discount rate is greater than or equal to the mortgage interest rate on the related mortgage loan and is less than the pass-through rate on that class, then the Base Interest Fraction will be equal to 1.0.

Consistent with the foregoing, the Base Interest Fraction is equal to:

(Pass-Through Rate - Discount Rate)
(Mortgage Rate - Discount Rate)

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Whole Loans:

The mortgaged properties identified on Annex A-1 to the Preliminary Prospectus as Wyvernwood Apartments, Riverfront Plaza, Riverwalk, Aspect RHG Hotel Portfolio, 20 Times Square, Somerset Financial Center, Conway Commons, Bank of America Center, 175 Park Avenue, Manchester Highlands and 5th Street Station each secure both a mortgage loan to be included in the trust fund and one or more other mortgage loans that will not be included in the trust fund, each of which will be pari passu or subordinate in right of payment with the mortgage loan included in the trust fund. We refer to each such group of mortgage loans as a “whole loan”. The Wyvernwood Apartments whole loan, the Riverfront Plaza whole loan, the Riverwalk whole loan and the Aspect RHG Hotel Portfolio whole loan will be principally serviced under the PSA for the UBS 2018-C12 securitization (each, a “Serviced Whole Loan”). The 20 Times Square whole loan is serviced under the trust and servicing agreement for the 20 Times Square Trust 2018-20TS securitization. Each of the Somerset Financial Center whole loan and Conway Commons whole loan are expected to be serviced by the related master servicer and special servicer pursuant to the related pooling and servicing agreement governing the public conduit securitization into which the related controlling Note A-1 will be deposited. Each of the Bank of America Center whole loan and the 175 Park Avenue whole loan are expected to be serviced under the pooling and servicing agreement for the COMM 2018-CD7 securitization. The Manchester Highlands whole loan is serviced under the pooling and servicing agreement for the UBS 2018-C10 securitization. The 5th Street Station whole loan is serviced under the pooling and servicing agreement for the UBS 2018-C11 securitization.

As of the Closing Date, the pari passu companion loans in the whole loans are expected to be held by the party identified below under “Overview of Mortgage Pool Characteristics—Pari Passu Companion Loan Summary”.

Control Rights and Directing Certificateholder:

The “Directing Certificateholder” with respect to each Serviced Mortgage Loan, will be the Controlling Class Certificateholder (or its representative) selected by more than 50% of the Controlling Class Certificateholders, by Certificate Balance, as determined by the certificate registrar from time to time; provided, however, that (1) absent that selection, (2) until a Directing Certificateholder is so selected, or (3) upon receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its representative) will be the Directing Certificateholder; provided, however, that (i) in the case of clause (3) of the preceding proviso, in the event no one holder owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no Directing Certificateholder until appointed in accordance with the terms of the PSA, and (ii) the certificate administrator and the other parties to the PSA will be entitled to assume that the identity of the Directing Certificateholder has not changed until such parties receive written notice of a replacement of the Directing Certificateholder from a party holding the requisite interest in the Controlling Class (as confirmed by the certificate registrar), or the resignation of the then-current Directing Certificateholder.

The Directing Certificateholder will be entitled to direct the Special Servicer to take, or refrain from taking certain actions with respect to each Serviced Mortgage Loan and any related Serviced Companion Loans. Furthermore, the Directing Certificateholder will also have the right to receive notice and consent to certain material actions that the Master Servicer and the Special Servicer proposes to take with respect to each Serviced Mortgage Loan and any related Serviced Companion Loans.

It is expected that KKR Real Estate Credit Opportunity Partners Aggregator I L.P., or its majority owned affiliate, will be the initial Directing Certificateholder with respect to each Serviced Mortgage Loan and any related Serviced Companion Loans.

Notwithstanding any contrary description set forth above, with respect to the Wyvernwood Apartments mortgage loan, the Riverfront Plaza mortgage loan, the Riverwalk mortgage loan and the Aspect RHG Hotel Portfolio mortgage loan, the holders of the related pari passu companion loan(s) in the related whole loan (or its representative, including any directing certificateholder under any securitization of such pari passu companion loan(s)) will have consultation rights with respect to asset status reports and material special servicing actions involving the related whole loan, as provided for in the related intercreditor agreement and as described in the Preliminary Prospectus, and those rights will be in addition to the rights of the directing certificateholder in this transaction described above.

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	Notwithstanding any contrary description set forth above, with respect to the 20 Times Square mortgage loan, the Somerset Financial Center mortgage loan, the Conway Commons mortgage loan, the Bank of America Center mortgage loan, the 175 Park Avenue mortgage loan, the Manchester Highlands mortgage loan and the 5th Street Station mortgage loan, in general the related whole loan will be serviced under the pooling and servicing agreement or trust and servicing agreement as indicated in the “Pari Passu Companion Loan Summary” table below, which grants the related directing certificateholder under the related securitization control rights that may include the right to approve or disapprove various material servicing actions involving the related whole loan. The directing certificateholder for this securitization (so long as no Consultation Termination Event has occurred and is occurring) will nonetheless have the right to be consulted on a non-binding basis with respect to such actions. For purposes of the servicing of the related whole loan, the occurrence and continuance of a Control Termination Event or Consultation Termination Event under this securitization will not limit the control or other rights of the directing certificateholder (or equivalent) under the related securitization. For a description of the directing holder for each Non-Serviced Whole Loan, see “Description of the Mortgage Pool—The Whole Loans” and “Pooling and Servicing Agreement—The Directing Certificateholder—Rights of the Directing Certificateholder appointed by the Controlling Class with respect to Non-Serviced Mortgage Loans” in the Preliminary Prospectus.

Control Eligible Certificates:	Class D-RR, Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates.
Controlling Class:	The “Controlling Class” will be, as of any time of determination, the most subordinate class of Control Eligible Certificates then-outstanding that has an aggregate Certificate Balance (as notionally reduced by any Cumulative Appraisal Reduction Amounts (as defined below) allocable to such class) at least equal to 25% of the initial Certificate Balance of that class; provided, however, that if at any time the Certificate Balances of the certificates other than the Control Eligible Certificates have been reduced to zero as a result of principal payments on the mortgage loans, then the Controlling Class will be the most subordinate class of Control Eligible Certificates that has a Certificate Balance greater than zero without regard to any Cumulative Appraisal Reduction Amounts. The Controlling Class as of the Closing Date will be the Class NR-RR certificates.
Appraised-Out Class:	An “Appraised-Out Class” is any class of Control Eligible Certificates that is determined at any time of determination to no longer be the Controlling Class as a result of the application of any Appraisal Reduction Amounts or Collateral Deficiency Amounts to notionally reduce the Certificate Balance of the constituent classes. Any Appraised-Out Class may not exercise any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as such class is reinstated as the Controlling Class, and the rights of the Controlling Class will be exercised by the next most senior class of Control Eligible Certificates that is not an Appraised-Out Class, if any, during such period.
Remedies Available to Holders of an Appraised-Out Class:	The holder of the majority (by Certificate Balance) of an Appraised-Out Class will have the right, at its sole expense, to require the Special Servicer to order (or, with respect to a Non-Serviced Mortgage Loan, require the Master Servicer to request from the applicable Non-Serviced Special Servicer) a second appraisal of any mortgage loan (or Serviced Whole Loan) for which an appraisal reduction event has occurred or as to which there exists a Collateral Deficiency Amount (such holders, the “Requesting Holders”). The Special Servicer will use its reasonable efforts to cause such appraisal to be (i) delivered within 30 days from receipt of the Requesting Holders’ written request and (ii) prepared on an “as-is” basis by an MAI appraiser. With respect to any such Non-Serviced Mortgage Loan, the Master Servicer will be required to use commercially reasonable efforts to obtain such second appraisal from the applicable Non-Serviced Special Servicer and to forward such second appraisal to the Special Servicer. Upon receipt of such supplemental appraisal, the Master Servicer (for Collateral Deficiency Amounts on Non-Serviced Mortgage Loans), the Non-Serviced Special Servicer (for Appraisal Reduction Amounts on Non-Serviced Mortgage Loans to extent provided for in the applicable Non-Serviced PSA and applicable intercreditor agreement) and the Special Servicer (for any mortgage loan other than any Non-Serviced Mortgage Loan) will be required to determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental appraisal, any recalculation of the applicable Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, is warranted and, if so warranted, such person will be required to recalculate such Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based upon such supplemental appraisal and (in the case of the Special Servicer) receipt of information from the Master

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Servicer. If required by any such recalculation, the applicable Appraised-Out Class will be reinstated as the Controlling Class and each Appraised-Out Class will, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, if applicable. The Certificate Administrator, the Operating Advisor and the Special Servicer will be entitled to conclusively rely on the Master Servicer’s calculation or determination of any Collateral Deficiency Amount with respect to Non-Serviced Mortgage Loans.

Control Rights:

Prior to a Control Termination Event, the Directing Certificateholder appointed by the Controlling Class Certificateholder will have certain consent and consultation rights under the PSA with respect to certain major decisions and other matters. A “Control Termination Event” will occur when (i) the Class D-RR certificates have a Certificate Balance (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such class) of less than 25% of the initial Certificate Balance of such class; or (ii) a holder of the Class D-RR certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor Controlling Class Certificateholder; provided that a Control Termination Event will not be deemed continuing in the event that the Certificate Balances of the Certificates other than the Control Eligible Certificates have been reduced to zero as a result of principal payments on the mortgage loans.

After the occurrence of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder appointed by the Controlling Class Certificateholder will not have any consent rights, but such Directing Certificateholder will have certain non-binding consultation rights under the PSA with respect to certain major decisions and other matters. A “Consultation Termination Event” will occur when (i) there is no class of Control Eligible Certificates that has a then-outstanding Certificate Balance at least equal to 25% of the initial Certificate Balance of that class, in each case, without regard to the application of any Cumulative Appraisal Reduction Amounts; or (ii) a holder of the Class D-RR certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor Controlling Class Certificateholder (provided that no Consultation Termination Event resulting solely from the operation of clause (ii) will be deemed to have existed or be in continuance with respect to a successor holder of the Class D-RR certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder); provided, further, that a Consultation Termination Event will not be deemed continuing in the event that the Certificate Balances of the certificates other than the Control Eligible Certificates have been reduced to zero as a result of principal payments on the mortgage loans.

After the occurrence of a Consultation Termination Event, the Directing Certificateholder appointed by the Controlling Class Certificateholder will not have any consent or consultation rights, except with respect to any rights expressly set forth in the PSA.

Notwithstanding the proviso to the definitions of “Control Termination Event” and “Consultation Termination Event,” a Control Termination Event and a Consultation Termination Event will be deemed to have occurred with respect to any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, and neither the Directing Certificateholder nor any Controlling Class Certificateholder will have any consent or consultation rights with respect to the servicing of such Excluded Loan.

An “Excluded Loan” means a mortgage loan or whole loan with respect to which the Directing Certificateholder or the holder of the majority of the Controlling Class is a Borrower Party. It is expected that there will be no Excluded Loans as of the Closing Date with respect to this securitization.

“Borrower Party” means a borrower, a mortgagor, a manager of a mortgaged property, a mezzanine lender under a mezzanine loan that has been accelerated or as to which foreclosure or enforcement proceedings have been commenced against the equity collateral pledged to secure the related mezzanine loan, or any Borrower Party Affiliate.

“Borrower Party Affiliate” means, with respect to a borrower, a mortgagor, a manager of a mortgaged property or a mezzanine lender under a mezzanine loan that has been accelerated

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STRUCTURE OVERVIEW

	or as to which foreclosure or enforcement proceedings have been commenced against the equity collateral pledged to secure the related mezzanine loan, (a) any other person controlling or controlled by or under common control with such borrower, mortgagor, manager or mezzanine lender under a mezzanine loan that has been accelerated or as to which foreclosure or enforcement proceedings have been commenced against the equity collateral pledged to secure the related mezzanine loan, as applicable, or (b) any other person owning, directly or indirectly, 25% or more of the beneficial interests in such borrower, mortgagor, manager or mezzanine lender under a mezzanine loan that has been accelerated or as to which foreclosure or enforcement proceedings have been commenced against the equity collateral pledged to secure the related mezzanine loan, as applicable. For the purposes of this definition, “control” when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing. Notwithstanding any of the foregoing to the contrary, if any mortgage loan is part of a whole loan, the consent and/or consultation rights of a Controlling Class Certificateholder with respect thereto may be limited as described in the Preliminary Prospectus. In particular, with respect to each Non-Serviced Whole Loan, the Directing Certificateholder will only have certain consultation rights with respect to certain “major decisions” and other matters related to such whole loan, in each case only prior to a Control Termination Event or Consultation Termination Event, as applicable, and the controlling noteholder (or its representative) will be entitled to similar consent and/or consultation rights with respect to such whole loan.

Operating Advisor Consultation Event:	An “Operating Advisor Consultation Event” will occur when the Certificate Balances of the Class D-RR, Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates in the aggregate (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of such classes) is 25% or less of the initial Certificate Balances of such classes in the aggregate.
Appointment and Replacement of Special Servicer:	The Directing Certificateholder will appoint the initial Special Servicer as of the Closing Date. Prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder generally may replace the Special Servicer with or without cause at any time. Upon the occurrence and during the continuance of a Control Termination Event, the Directing Certificateholder appointed by the Controlling Class Certificateholder will no longer have the right to replace the Special Servicer and such replacement will occur based on a vote of holders of all voting eligible classes of certificates as described in “Replacement of Special Servicer by Vote of Certificateholders” below. The Operating Advisor may also recommend the replacement of the Special Servicer at any time as described in “Operating Advisor” below.
Replacement of Special Servicer by Vote of Certificateholders:	After the occurrence and during the continuance of a Control Termination Event, upon (a) the written direction of holders of Principal Balance Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances) of the Principal Balance Certificates requesting a vote to replace the related Special Servicer with a replacement special servicer, (b) payment by such requesting holders to the Certificate Administrator of all reasonable fees and expenses (including any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection with administering such vote (which fees and expenses will not be additional trust fund expenses), and (c) delivery by such holders to the Certificate Administrator and the Trustee of Rating Agency Confirmation from each Rating Agency (such Rating Agency Confirmation will be obtained at the expense of the holders of certificates requesting such vote) and confirmation from the applicable rating agencies that the contemplated appointment or replacement will not result in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related Serviced Pari Passu Companion Loan Securities, the Certificate Administrator will be required to post such notice on the Certificate Administrator’s website and concurrently by mail and conduct the solicitation of votes of all certificates in such regard, which requisite affirmative votes must be received within 180 days of the posting of such notice. Upon the written direction of holders of Principal Balance Certificates evidencing at least 66-2/3% of a Certificateholder Quorum, the Trustee will be required to immediately terminate all of the rights and obligations of the Special Servicer under the PSA and replace the Special Servicer with a qualified replacement special servicer

UBS 2018-C12

STRUCTURE OVERVIEW

designated by such holders of certificates, subject to indemnification, right to outstanding fees, reimbursement of Advances and other rights set forth in the PSA, which survive such termination.

A “Certificateholder Quorum” means, the holders of certificates evidencing at least 50% of the aggregate Voting Rights (taking into account the application of Realized Losses and, other than with respect to the termination of the Asset Representations Reviewer, the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the certificates) of all classes of certificates entitled to principal on an aggregate basis.

With respect to each Serviced Whole Loan, any holder of a related pari passu companion loan, following a Servicer Termination Event with respect to the related Special Servicer that remains unremedied and affects such holder, will be entitled to direct the Trustee (and the Trustee will be required) to terminate the Special Servicer solely with respect to such Serviced Whole Loan. A replacement special servicer will be selected by the Trustee or, prior to a Control Termination Event, by the Directing Certificateholder; provided that any successor special servicer appointed to replace the Special Servicer with respect to such whole loan can generally not be the entity (or its affiliate) that was terminated at the direction of the holder of the related pari passu companion loan, without the prior written consent of such holder of the related Serviced Companion Loan.

With respect to any Non-Serviced Whole Loan, the UBS Commercial Mortgage Trust 2018-C12, as holder of the related mortgage loan, has the right to terminate the Special Servicer under the related pooling and servicing agreement if a servicer termination event occurs, with respect to such special servicer that affects the trust in its capacity as such holder. Such rights may be exercised by the Directing Certificateholder prior to a Control Termination Event. The successor special servicer will be selected pursuant to the applicable pooling and servicing agreement by the related directing holder prior to a control termination event under such pooling and servicing agreement.

Cap on Workout and Liquidation Fees:

The Special Servicer will also be entitled to (i) liquidation fees generally equal to 1.0% (or, if such rate would result in an aggregate liquidation fee less than $25,000, then the liquidation fee rate will be equal to such rate as would result in an aggregate liquidation fee equal to $25,000) of liquidation proceeds and certain other collections in respect of a Specially Serviced Loan and REO Property and of amounts received in respect of mortgage loan repurchases by the related mortgage loan sellers (less any Excess Modification Fees paid by or on behalf of the related borrower with respect to the related mortgage loan (including a Serviced Companion Loan) or REO Property and received by the Special Servicer within the prior 12 months); and (ii) workout fees generally equal to 1.0% (or, with respect to interest and principal payments made in respect of a rehabilitated mortgage loan (and any related Serviced Companion Loan), subject to a floor of $25,000 with respect to any mortgage loan, whole loan or related REO Property, subject to certain adjustments and exceptions as described in the Preliminary Prospectus under “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses—Special Servicing Compensation”.

Special Servicer Compensation:

The special servicing fee for each distribution date is calculated based on the outstanding principal balance of each Serviced Mortgage Loan that is a Specially Serviced Loan (and any related Serviced Companion Loan) or as to which the related mortgaged property has become an REO Property at the special servicing fee rate, which will be a rate equal to the greater of a per annum rate of 0.25000% and the per annum rate that would result in a special servicing fee of $3,500. The special servicing fee will be payable monthly, first, from liquidation proceeds, insurance and condemnation proceeds, and other collections in respect of the related Specially Serviced Loan or REO Property and, then, from general collections on all the mortgage loans (other than a Non-Serviced Mortgage Loan) and any REO Properties.

With respect to any Non-Serviced Mortgage Loan, the related special servicer under the related other pooling and servicing agreement pursuant to which such mortgage loan is being serviced will be entitled to similar compensation as that described above with respect to such Non-

UBS 2018-C12

STRUCTURE OVERVIEW

Serviced Mortgage Loan under such other pooling and servicing agreement as further described in the Preliminary Prospectus, although any related fees may accrue at a different rate and there may be a higher (or no) cap on liquidation and workout fees.

Operating Advisor:

The Operating Advisor will initially be Park Bridge Lender Services LLC. The Operating Advisor will have certain review and consultation rights relating to the performance of the Special Servicer and with respect to its actions taken in connection with the resolution and/or liquidation of Specially Serviced Loans. With respect to each mortgage loan or Serviced Whole Loan (in each case, other than a Non-Serviced Mortgage Loan), the Operating Advisor will be responsible for:

● reviewing the actions of the Special Servicer with respect to any Specially Serviced Loan to the extent described in the Preliminary Prospectus and required under the PSA;

● reviewing (i) all reports by the Special Servicer made available to Privileged Persons on the Certificate Administrator’s website and (ii) each Asset Status Report (after the occurrence and during the continuance of an Operating Advisor Consultation Event) and Final Asset Status Report;

● recalculating and verifying the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with Appraisal Reduction Amounts, Collateral Deficiency Amounts and net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan; and

● preparing an annual report (if any mortgage loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan was a Specially Serviced Loan at any time during the prior calendar year or if the Operating Advisor was entitled to consult with the Special Servicer with respect to any major decision during the prior calendar year) that sets forth whether the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer is operating in compliance with the Servicing Standard with respect to its performance of its duties under the PSA with respect to Specially Serviced Loans (and, after the occurrence and continuance of an Operating Advisor Consultation Event, with respect to major decisions on non-Specially Serviced Loans) during the prior calendar year on an “asset-level basis”. The Operating Advisor will identify (1) which, if any, standards the Operating Advisor believes, in its sole discretion exercised in good faith, the Special Servicer has failed to comply and (2) any material deviations from the Special Servicer’s obligations under the PSA with respect to the resolution or liquidation of any Specially Serviced Loan or REO Property (other than with respect to any REO Property related to any Non-Serviced Mortgage Loan). In preparing any Operating Advisor Annual Report, the Operating Advisor will not be required to report on instances of non-compliance with, or deviations from, the Servicing Standard or the Special Servicer’s obligations under the PSA that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial.

With respect to each mortgage loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, after the Operating Advisor has received notice that an Operating Advisor Consultation Event has occurred and is continuing, in addition to the duties described above, the Operating Advisor will be required to perform the following additional duties:

● to consult (on a non-binding basis) with the Special Servicer in respect of Asset Status Reports and;

● to consult (on a non-binding basis) with the Special Servicer with respect to “major decisions” processed by the Special Servicer.

In addition, if at any time the Operating Advisor determines, in its sole discretion exercised in good faith, that (1) the Special Servicer is not performing its duties as required under the PSA or is otherwise not acting in accordance with the Servicing Standard, and (2) the replacement of the Special Servicer would be in the best interest of the Certificateholders as a collective

UBS 2018-C12

STRUCTURE OVERVIEW

whole, then the Operating Advisor will have the right to recommend the replacement of the Special Servicer and will submit its formal recommendation to the Trustee and the Certificate Administrator, with a copy to the Special Servicer (along with its rationale, its proposed replacement special servicer and other relevant information justifying its recommendation).

The Operating Advisor’s recommendation to replace the Special Servicer must be confirmed within 180 days of the report being posted to the Certificate Administrator’s website by an affirmative vote of holders of Certificates evidencing at least a majority of a quorum of Certificateholders (which, for this purpose, is the holders of Certificates that (i) evidence at least 20% of the Voting Rights (taking into account the application of any appraisal reduction amounts to notionally reduce the respective Certificate Balances) of all Principal Balance Certificates on an aggregate basis, and (ii) consist of at least three Certificateholders or certificate owners that are not affiliated with each other). In the event the holders of Principal Balance Certificates evidencing at least a majority of a quorum of Certificateholders elect to remove and replace the Special Servicer (which requisite affirmative votes must be received within 180 days of the posting of the notice of the Operating Advisor’s recommendation to replace the Special Servicer to the Certificate Administrator’s website), the Certificate Administrator will be required to receive a Rating Agency Confirmation from each of the Rating Agencies at that time, and confirmation from the applicable rating agencies that such replacement will not result in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related Serviced Pari Passu Companion Loan Securities.

Asset Representations Reviewer:

The Asset Representations Reviewer will be required to review certain delinquent mortgage loans after a specified delinquency threshold has been met and the required percentage of Certificateholders vote to direct a review as described below. The Asset Representations Reviewer will be entitled to the Asset Representations Reviewer Fee with respect to such review. See “Pooling and Servicing Agreement—The Asset Representations Reviewer” in the Preliminary Prospectus.

The Certificate Administrator will be required to notify Certificateholders if the specified delinquency threshold has been met as described in the Preliminary Prospectus under “Pooling and Servicing Agreement—The Asset Representations Reviewer”.

If Certificateholders evidencing not less than 5.0% of the Voting Rights request a vote to commence an Asset Review, and if subsequently (i) a majority of those Certificateholders who cast votes and (ii) a majority of an Asset Review Quorum authorizes an Asset Review within 150 days of the request for a vote, the Asset Representations Reviewer will be required to conduct an Asset Review of delinquent loans.

The Asset Representations Reviewer may be terminated and replaced without cause. Upon (i) the written direction of Certificateholders evidencing not less than 25% of the Voting Rights (without regard to the application of any Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations Reviewer with a proposed successor Asset Representations Reviewer that is an eligible Asset Representations Reviewer, and (ii) payment by such holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote, the Certificate Administrator will be required to promptly provide notice to all Certificateholders and the Asset Representations Reviewer of such request by posting such notice on its website, and by mailing such notice to all Certificateholders and the Asset Representations Reviewer. Upon the written direction of Certificateholders evidencing at least 75% of a Certificateholder Quorum (without regard to the application of any Cumulative Appraisal Reduction Amounts), the Trustee will be required to terminate all of the rights and obligations of the Asset Representations Reviewer under the PSA (other than any rights or obligations that accrued prior to the date of such termination and other than indemnification rights (arising out of events occurring prior to such termination)) by written notice to the Asset Representations Reviewer, and the proposed successor asset representations reviewer will be appointed. See “Pooling and Servicing Agreement—The Asset Representations Reviewer” in the Preliminary Prospectus.

An “Asset Review Quorum” means, in connection with any solicitation of votes to authorize an Asset Review as described above, the holders of certificates evidencing at least 5.0% of the aggregate Voting Rights represented by all certificates that have Voting Rights.

UBS 2018-C12

STRUCTURE OVERVIEW

Dispute Resolution Provisions:

The mortgage loan sellers will be subject to the dispute resolution provisions set forth in the PSA to the extent those provisions are triggered with respect to any mortgage loan sold to the depositor by a mortgage loan seller, and such mortgage loan seller will be obligated under the related mortgage loan purchase agreement to comply with all applicable provisions and to take part in any mediation or arbitration proceedings that may result. Generally, in the event that a Repurchase Request is not “Resolved” within 180 days after the related mortgage loan seller receives such Repurchase Request, then the Enforcing Servicer will be required to send a notice to the first Certificateholder (or beneficial owner) to deliver a Certificateholder repurchase request with respect to the mortgage loan (the “Initial Requesting Certificateholder”) (if any) and to the Certificate Administrator (which will be required to make such notice available to Certificateholders via the Certificate Administrator’s website) indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request. If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against the related mortgage loan seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder or certificate owner wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the related mortgage loan seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder or certificate owner does not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any, or such other Certificateholder or certificate owner may deliver a written notice to the Enforcing Servicer within 30 days from the date the Proposed Course of Action Notice is posted on the certificate administrator’s website indicating its intent to exercise its right to refer the matter to either mediation or arbitration.

“Resolved” means, with respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related mortgage loan has been repurchased in accordance with the related mortgage loan purchase agreement, (iii) a mortgage loan has been substituted for the related mortgage loan in accordance with the related mortgage loan purchase agreement, (iv) the applicable mortgage loan seller has made a loss of value payment, (v) a contractually binding agreement is entered into between the Enforcing Servicer, on behalf of the issuing entity, and the related mortgage loan seller that settles the related mortgage loan seller’s obligations under the related mortgage loan purchase agreement, or (vi) the related mortgage loan is no longer property of the issuing entity as a result of a sale or other disposition in accordance with the PSA. See “Pooling and Servicing Agreement—Dispute Resolution Provisions” in the Preliminary Prospectus.

Credit Risk Retention:

UBS AG is expected to act as the “retaining sponsor” for this securitization and intends to satisfy the U.S. credit risk retention requirement through the purchase by KKR Real Estate Credit Opportunity Partners Aggregator I L.P. or its majority owned affiliate, as a third party purchaser (as defined in Credit Risk Retention Rules), from the initial purchasers, on the Closing Date, of an “eligible horizontal residual interest”, which will be comprised of the Class D-RR, Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates. The aggregate estimated fair value of the Class D-RR, Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates will equal at least 5% of the estimated fair value of all of the Certificates (other than the Class R Certificates) issued by the issuing entity.

KKR Real Estate Credit Opportunity Partners Aggregator I L.P., in its capacity as the “third party purchaser” for this transaction, will be required to comply with the hedging, transfer and financing restrictions applicable to a “third party purchaser” under the credit risk retention rules, which generally prohibit the transfer of the applicable Certificates, other than to a majority owned affiliate of KKR Real Estate Credit Opportunity Partners Aggregator I L.P., until August 28, 2023. After that date, transfers are permitted under certain circumstances, in accordance with the credit risk retention rules, to another “third party purchaser”. The restrictions on hedging and transfer under the credit risk retention rules as in effect on the Closing Date of this transaction will expire on and after the date that is the latest of (i) the date on which the aggregate principal balance of the mortgage loans has been reduced to 33% of the aggregate principal balance of the mortgage loans as of the Cut-off Date; (ii) the date on which the total unpaid principal obligations under the Certificates has been reduced to 33% of the aggregate total unpaid principal obligations under the Certificates as of the Closing Date; or (iii) two years after the Closing Date.

UBS 2018-C12

STRUCTURE OVERVIEW

Credit Risk Retention (Continued):	For additional information, see “Credit Risk Retention” in the Preliminary Prospectus. The PSA will include the required provisions applicable to an operating advisor necessary for the securitization to comply with the credit risk retention rules utilizing the “third party purchaser” option. See “Operating Advisor” above. Notwithstanding any references in this Term Sheet to the credit risk retention rules, the Retaining Sponsor, the third party purchaser and other risk retention related matters, in the event the credit risk retention rules (or any relevant portion thereof) are repealed or determined by applicable regulatory agencies to be no longer applicable to this securitization transaction, none of the Retaining Sponsor, the third party purchaser or any other party will be required to comply with or act in accordance with the credit risk retention rules (or such relevant portion thereof). For additional information, see “Credit Risk Retention” in the Preliminary Prospectus.
Liquidated Loan Waterfall:	Upon liquidation of any mortgage loan, all net liquidation proceeds related to the mortgage loan (other than any related Companion Loan) will be applied so that amounts allocated as a recovery of accrued and unpaid interest will not, in the first instance, include any delinquent interest that was not advanced as a result of Appraisal Reduction Amounts or accrued on the portion of the stated principal balance thereof equal to any related Collateral Deficiency Amount in effect from time to time and as to which no advance was made. After the adjusted interest amount is so allocated, any remaining liquidation proceeds will be allocated to offset certain advances and to pay principal on the mortgage loan until the unpaid principal amount of the mortgage loan has been reduced to zero. Any remaining liquidation proceeds will then be allocated to pay delinquent interest that was not advanced as a result of Appraisal Reduction Amounts or that accrued on the portion of the stated principal balance thereof equal to any related Collateral Deficiency Amount in effect from time to time and as to which no advance was made.
Investor Communications:	The Certificate Administrator is required to include on any Form 10-D any written request received from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owner related to Certificateholders or Certificate Owner exercising their rights under the terms of the PSA. Any Certificateholder wishing to communicate with other Certificateholders or Certificate Owner regarding the exercise of its rights under the terms of the PSA will be able to deliver a written request signed by an authorized representative of the requesting investor to the Certificate Administrator.
Deal Website:	The Certificate Administrator will be required to maintain a deal website which will include, among other items: (a) summaries of Final Asset Status Reports prepared by the Special Servicer, (b) inspection reports, (c) appraisals, (d) various “special notices” described in the Preliminary Prospectus, (e) the “Investor Q&A Forum”, (f) a voluntary “Investor Registry” and (g) the “Risk Retention Special Notices” tab. Investors may access the deal website following execution of a certification and confidentiality agreement.

UBS 2018-C12

OVERVIEW OF MORTGAGE POOL CHARACTERISTICS

Distribution of Cut-off Date Balances
							Weighted Averages⁽¹⁾
Range of Cut-off Date Balances			Number of Mortgage Loans		Aggregate Cut-off Date Balance	% of Initial Outstanding Pool Balance⁽¹⁾	Mortgage Rate	Stated Remaining Term (Mos.)⁽⁵⁾	U/W NCF DSCR⁽²⁾⁽³⁾	Cut-off Date LTV Ratio⁽²⁾⁽³⁾	Maturity Date or ARD LTV Ratio^(2)(3)(5)
$931,000	-	$5,000,000	13		$46,907,183	5.8%	5.215%	116	1.92x	56.2%	52.6%
$5,000,001	-	$10,000,000	23		$181,231,351	22.5%	5.292%	118	1.81x	59.3%	53.3%
$10,000,001	-	$15,000,000	14		$167,677,083	20.8%	5.165%	115	1.74x	61.0%	55.3%
$15,000,001	-	$20,000,000	7		$125,034,599	15.5%	5.120%	119	1.78x	65.4%	59.0%
$20,000,001	-	$25,000,000	3		$72,226,373	9.0%	4.364%	98	2.22x	51.0%	44.0%
$25,000,001	-	$35,000,000	2		$67,000,000	8.3%	4.722%	117	1.77x	58.3%	54.8%
$35,000,001	-	$45,000,000	1		$45,000,000	5.6%	5.176%	118	1.34x	69.0%	61.3%
$45,000,001	-	$50,000,000	2		$99,862,236	12.4%	4.368%	88	2.52x	55.3%	49.7%
Total/Weighted Average			65	$804,938,824		100.0%	4.983%	112	1.89x	59.6%	53.9%

Distribution of Mortgage Rates
						Weighted Averages⁽¹⁾
Range of Mortgage Rates			Number of Mortgage Loans	Aggregate Cut-off Date Balance	% of Initial Outstanding Pool Balance⁽¹⁾	Mortgage Rate	Stated Remaining Term (Mos.)⁽⁵⁾	U/W NCF DSCR⁽²⁾⁽³⁾	Cut-off Date LTV Ratio⁽²⁾⁽³⁾	Maturity Date or ARD LTV Ratio^(2)(3)(5)
3.1080%	-	4.6000%	7	$150,989,249	18.8%	3.971%	88	2.96x	41.9%	41.3%
4.6001%	-	4.8000%	3	$30,400,000	3.8%	4.718%	120	1.60x	64.3%	56.3%
4.8001%	-	5.0000%	9	$116,588,821	14.5%	4.947%	119	1.79x	60.2%	54.9%
5.0001%	-	5.2000%	19	$280,833,621	34.9%	5.093%	117	1.61x	65.3%	58.9%
5.2001%	-	5.4000%	7	$69,231,000	8.6%	5.332%	119	1.61x	63.9%	58.5%
5.4001%	-	5.6000%	7	$64,668,472	8.0%	5.464%	119	1.56x	65.1%	57.4%
5.6001%	-	5.8000%	9	$58,994,262	7.3%	5.706%	108	1.62x	63.4%	52.8%
5.8001%	-	6.4400%	4	$33,233,399	4.1%	6.063%	120	1.76x	60.1%	48.0%
Total/Weighted Average			65	$804,938,824	100.0%	4.983%	112	1.89x	59.6%	53.9%

Property Type Distribution
					Weighted Averages⁽¹⁾
Property Type	Number of Mortgaged Properties	Aggregate Cut-Off Date Balance	% of Initial Outstanding Pool Balance⁽¹⁾	Number of Units/Rooms/Pads/ NRA/Beds	Cut-off Date Balance per Unit/Room/Pad NRA⁽²⁾	Mortgage Rate	Stated Remaining Term (Mos.)⁽⁵⁾	Occupancy⁽⁶⁾	U/W NCF DSCR⁽²⁾⁽³⁾	Cut-off Date LTV Ratio⁽²⁾⁽³⁾	Maturity Date or ARD LTV Ratio^(2)(3)(5)
Office	12	$208,531,239	25.9%	3,383,616	$139	5.088%	118	90.3%	1.60x	66.0%	59.1%
Suburban	10	$148,669,003	18.5%	1,932,353	$135	5.099%	119	93.0%	1.60x	64.6%	58.7%
CBD	2	$59,862,236	7.4%	1,451,263	$148	5.060%	117	83.6%	1.60x	69.4%	60.2%
Retail	20	$176,488,373	21.9%	2,166,158	$186	5.055%	117	95.9%	1.74x	60.7%	56.2%
Anchored	9	$123,346,373	15.3%	1,886,485	$146	5.008%	119	95.2%	1.70x	61.7%	56.8%
Single Tenant	7	$24,081,000	3.0%	171,745	$151	5.122%	103	100.0%	1.99x	53.0%	51.2%
Unanchored	2	$19,130,000	2.4%	51,423	$494	5.159%	119	93.4%	1.61x	62.3%	58.2%
Shadow Anchored	2	$9,931,000	1.2%	56,505	$178	5.281%	120	100.0%	1.82x	63.3%	56.4%
Hospitality	20	$155,878,614	19.4%	2,213	$90,324	5.529%	115	75.4%	1.76x	61.4%	51.1%
Limited Service	12	$65,224,470	8.1%	1,066	$77,120	5.716%	109	74.1%	1.73x	61.3%	51.4%
Select Service	4	$40,676,217	5.1%	503	$105,362	5.102%	120	78.9%	1.78x	61.9%	54.9%
Full Service	3	$38,489,665	4.8%	547	$88,416	5.770%	120	71.9%	1.71x	61.1%	47.0%
Extended Stay	1	$11,488,263	1.4%	97	$118,436	5.170%	119	82.5%	1.99x	60.5%	50.0%
Multifamily	6	$101,600,000	12.6%	1,982	$84,055	4.312%	89	97.5%	2.77x	49.7%	48.5%
Garden	3	$73,500,000	9.1%	1,630	$71,411	4.136%	78	97.7%	2.91x	46.4%	44.8%
Mid Rise	2	$19,950,837	2.5%	313	$79,423	4.498%	119	95.7%	2.85x	54.2%	54.2%
High Rise	1	$8,149,163	1.0%	39	$209,434	5.450%	119	100.0%	1.24x	68.1%	68.1%
Industrial	8	$59,040,598	7.3%	1,151,933	$57	5.014%	119	96.2%	1.79x	67.4%	57.3%
Flex	4	$30,089,249	3.7%	657,645	$49	4.748%	120	92.5%	1.97x	61.9%	51.7%
Warehouse	3	$21,564,599	2.7%	345,702	$71	5.328%	118	100.0%	1.67x	73.5%	62.6%
Warehouse/Distribution	1	$7,386,750	0.9%	148,586	$50	5.185%	120	100.0%	1.41x	72.4%	64.4%
Manufactured Housing Community	5	$36,650,000	4.6%	838	$46,105	5.226%	119	99.3%	1.46x	61.7%	58.9%
Mixed Use	1	$33,500,000	4.2%	21,912	$1,529	4.443%	113	100.0%	1.80x	55.5%	55.5%
Other	2	$29,500,000	3.7%	20,866	$14,121	3.473%	67	N/A	3.36x	20.3%	20.3%
Self Storage	1	$3,750,000	0.5%	69,700	$54	4.963%	119	96.7%	2.09x	58.6%	58.6%
Total/Weighted Average	75	$804,938,824	100.0%			4.983%	112	90.9%	1.89x	59.6%	53.9%

Please see footnotes on page 24.

UBS 2018-C12

OVERVIEW OF MORTGAGE POOL CHARACTERISTICS

Geographic Distribution
				Weighted Averages⁽¹⁾
State/Location	Number of Mortgaged Properties	Aggregate Cut-off Date Balance	% of Initial Outstanding Pool Balance⁽¹⁾	Mortgage Rate	Stated Remaining Term (Mos.)⁽⁵⁾	U/W NCF DSCR⁽²⁾⁽³⁾	Cut-off Date LTV Ratio⁽²⁾⁽³⁾	Maturity Date or ARD LTV Ratio^(2)(3)(5)
California	7	$98,491,606	12.2%	4.406%	89	2.63x	51.0%	47.4%
California - Southern⁽⁴⁾	5	$88,250,000	10.9%	4.269%	85	2.72x	49.8%	46.7%
California - Northern⁽⁴⁾	2	$10,241,606	1.3%	5.582%	119	1.81x	61.8%	52.7%
Texas	10	$95,778,927	11.9%	5.107%	115	1.78x	62.0%	54.8%
Virginia	4	$91,338,609	11.3%	5.032%	118	1.72x	64.5%	55.6%
New York	5	$74,100,000	9.2%	4.208%	95	2.34x	43.4%	43.4%
New York City⁽⁴⁾	5	$74,100,000	9.2%	4.208%	95	2.34x	43.4%	43.4%
Florida	7	$45,314,599	5.6%	5.389%	119	1.65x	65.0%	56.3%
Massachusetts	1	$45,000,000	5.6%	5.176%	118	1.34x	69.0%	61.3%
Michigan	3	$42,236,750	5.2%	4.933%	120	2.11x	60.9%	56.5%
Other	38	$312,678,333	38.8%	5.215%	117	1.72x	61.8%	55.8%
Total/Weighted Average	75	$804,938,824	100.0%	4.983%	112	1.89x	59.6%	53.9%

Distribution of Cut-off Date LTV Ratios⁽²⁾⁽³⁾
						Weighted Averages⁽¹⁾
Range of Cut-off Date LTV Ratios			Number of Mortgage Loans	Aggregate Cut-off Date Balance	% of Initial Outstanding Pool Balance⁽¹⁾	Mortgage Rate	Stated Remaining Term (Mos.)⁽⁵⁾	U/W NCF DSCR⁽²⁾⁽³⁾	Cut-off Date LTV Ratio⁽²⁾⁽³⁾	Maturity Date or ARD LTV Ratio^(2)(3)(5)
16.2%	-	45.0%	5	$93,500,000	11.6%	3.765%	70	3.40x	31.3%	31.3%
45.1%	-	50.0%	3	$20,235,000	2.5%	4.788%	111	2.48x	49.7%	49.7%
50.1%	-	55.0%	9	$76,004,665	9.4%	5.110%	116	2.19x	52.8%	49.0%
55.1%	-	60.0%	8	$106,169,249	13.2%	4.878%	117	1.83x	57.1%	53.4%
60.1%	-	65.0%	20	$220,313,379	27.4%	5.243%	116	1.68x	62.8%	57.6%
65.1%	-	70.0%	15	$176,952,946	22.0%	5.271%	119	1.43x	67.9%	58.9%
70.1%	-	74.8%	5	$111,763,585	13.9%	5.080%	118	1.52x	72.8%	61.7%
Total/Weighted Average			65	$804,938,824	100.0%	4.983%	112	1.89x	59.6%	53.9%

Distribution of Maturity Date or ARD LTV Ratios^(2)(3)(5)
						Weighted Averages⁽¹⁾
Range of LTV Ratios at Maturity or ARD			Number of Mortgage Loans	Aggregate Cut-off Date Balance	% of Initial Outstanding Pool Balance⁽¹⁾	Mortgage Rate	Stated Remaining Term (Mos.)⁽⁵⁾	U/W NCF DSCR⁽²⁾⁽³⁾	Cut-off Date LTV Ratio⁽²⁾⁽³⁾	Maturity Date or ARD LTV Ratio^(2)(3)(5)
16.2%	-	40.0%	5	$96,689,665	12.0%	3.841%	72	3.35x	32.4%	31.5%
40.1%	-	50.0%	13	$100,372,938	12.5%	5.297%	118	1.99x	55.7%	47.3%
50.1%	-	55.0%	14	$157,670,483	19.6%	5.082%	118	1.92x	59.6%	53.4%
55.1%	-	60.0%	16	$201,830,154	25.1%	5.094%	115	1.58x	63.3%	57.2%
60.1%	-	65.0%	14	$235,364,585	29.2%	5.126%	118	1.53x	68.9%	62.5%
65.1%	-	70.0%	3	$13,011,000	1.6%	5.491%	119	1.28x	68.4%	68.4%
Total/Weighted Average			65	$804,938,824	100.0%	4.983%	112	1.89x	59.6%	53.9%

Distribution of Underwritten NCF Debt Service Coverage Ratios⁽²⁾⁽³⁾
						Weighted Averages⁽¹⁾
Range of Underwritten NCF Debt Service Coverage Ratios			Number of Mortgage Loans	Aggregate Cut-off Date Balance	% of Initial Outstanding Pool Balance⁽¹⁾	Mortgage Rate	Stated Remaining Term (Mos.)⁽⁵⁾	U/W NCF DSCR⁽²⁾⁽³⁾	Cut-off Date LTV Ratio⁽²⁾⁽³⁾	Maturity Date or ARD LTV Ratio^(2)(3)(5)
1.24x	-	1.40x	8	$115,450,000	14.3%	5.222%	119	1.32x	68.0%	61.4%
1.41x	-	1.50x	9	$145,555,359	18.1%	5.179%	119	1.47x	68.4%	58.8%
1.51x	-	1.60x	8	$76,054,780	9.4%	5.226%	119	1.56x	65.6%	56.9%
1.61x	-	1.70x	7	$71,569,895	8.9%	5.205%	119	1.66x	65.4%	59.0%
1.71x	-	1.80x	9	$127,380,000	15.8%	4.935%	118	1.77x	59.9%	57.0%
1.81x	-	1.90x	9	$88,531,278	11.0%	5.516%	112	1.85x	59.4%	50.6%
1.91x	-	2.00x	2	$22,288,263	2.8%	5.131%	119	1.98x	56.8%	51.4%
2.01x	-	2.25x	4	$20,950,000	2.6%	4.991%	119	2.13x	53.7%	53.7%
2.26x	-	2.50x	3	$19,659,249	2.4%	4.803%	99	2.40x	53.8%	48.9%
2.51x	-	2.75x	2	$16,500,000	2.0%	4.572%	119	2.61x	46.8%	46.8%
2.76x	-	3.65x	4	$101,000,000	12.5%	3.745%	74	3.47x	33.9%	33.9%
Total/Weighted Average			65	$804,938,824	100.0%	4.983%	112	1.89x	59.6%	53.9%

Please see footnotes on page 24.

UBS 2018-C12

OVERVIEW OF MORTGAGE POOL CHARACTERISTICS

Distribution of Original Terms to Maturity or ARD⁽⁵⁾
				Weighted Averages⁽¹⁾
Original Terms to Maturity or ARD	Number of Mortgage Loans	Aggregate Cut-off Date Balance	% of Initial Outstanding Pool Balance⁽¹⁾	Mortgage Rate	Stated Remaining Term (Mos.)⁽⁵⁾	U/W NCF DSCR⁽²⁾⁽³⁾	Cut-off Date LTV Ratio⁽²⁾⁽³⁾	Maturity Date or ARD LTV Ratio^(2)(3)(5)
60	3	$86,300,000	10.7%	3.776%	59	3.35x	34.6%	34.1%
84	2	$10,670,000	1.3%	5.066%	83	2.35x	51.0%	51.0%
120	60	$707,968,824	88.0%	5.128%	119	1.71x	62.8%	56.3%
Total/Weighted Average	65	$804,938,824	100.0%	4.983%	112	1.89x	59.6%	53.9%

Distribution of Remaining Terms to Maturity or ARD⁽⁵⁾
						Weighted Averages⁽¹⁾
Range of Remaining Terms to Maturity or ARD			Number of Mortgage Loans	Aggregate Cut-off Date Balance	% of Initial Outstanding Pool Balance⁽¹⁾	Mortgage Rate	Stated Remaining Term (Mos.)⁽⁵⁾	U/W NCF DSCR⁽²⁾⁽³⁾	Cut-off Date LTV Ratio⁽²⁾⁽³⁾	Maturity Date or ARD LTV Ratio^(2)(3)(5)
57	-	60	3	$86,300,000	10.7%	3.776%	59	3.35x	34.6%	34.1%
81	-	84	2	$10,670,000	1.3%	5.066%	83	2.35x	51.0%	51.0%
89	-	120	60	$707,968,824	88.0%	5.128%	119	1.71x	62.8%	56.3%
Total/Weighted Average			65	$804,938,824	100.0%	4.983%	112	1.89x	59.6%	53.9%

Distribution of Underwritten NOI Debt Yields⁽²⁾⁽³⁾
						Weighted Averages⁽¹⁾
Range of Underwritten NOI Debt Yields			Number of Mortgage Loans	Aggregate Cut-off Date Balance	% of Initial Outstanding Pool Balance⁽¹⁾	Mortgage Rate	Stated Remaining Term (Mos.)⁽⁵⁾	U/W NCF DSCR⁽²⁾⁽³⁾	Cut-off Date LTV Ratio⁽²⁾⁽³⁾	Maturity Date or ARD LTV Ratio^(2)(3)(5)
6.9%	-	8.5%	4	$67,400,000	8.4%	4.810%	116	1.59x	60.1%	59.1%
8.6%	-	9.0%	7	$56,781,000	7.1%	5.206%	119	1.55x	64.1%	63.1%
9.1%	-	9.5%	5	$89,130,000	11.1%	5.126%	119	1.53x	66.1%	61.7%
9.6%	-	10.0%	5	$107,538,609	13.4%	5.109%	118	1.44x	69.6%	59.3%
10.1%	-	10.5%	6	$62,317,750	7.7%	5.012%	120	1.53x	64.0%	57.3%
10.6%	-	11.0%	5	$31,050,000	3.9%	4.898%	120	1.68x	65.5%	56.9%
11.1%	-	11.5%	4	$51,850,000	6.4%	4.224%	89	2.57x	40.2%	37.4%
11.6%	-	12.0%	3	$37,864,599	4.7%	5.230%	118	1.89x	63.1%	57.5%
12.1%	-	12.5%	1	$5,000,000	0.6%	4.550%	120	2.53x	39.4%	39.4%
12.6%	-	13.0%	9	$69,676,291	8.7%	5.472%	114	1.76x	62.0%	51.9%
13.1%	-	13.5%	3	$56,500,000	7.0%	4.954%	120	1.95x	58.3%	53.3%
13.6%	-	19.6%	13	$169,830,575	21.1%	4.823%	98	2.58x	50.8%	45.0%
Total/Weighted Average			65	$804,938,824	100.0%	4.983%	112	1.89x	59.6%	53.9%

Amortization Types
				Weighted Averages⁽¹⁾
Amortization Type	Number of Mortgage Loans	Aggregate Cut-off Date Balance	% of Initial Outstanding Pool Balance⁽¹⁾	Mortgage Rate	Stated Remaining Term (Mos.)⁽⁵⁾	U/W NCF DSCR⁽²⁾⁽³⁾	Cut-off Date LTV Ratio⁽²⁾⁽³⁾	Maturity Date or ARD LTV Ratio^(2)(3)(5)
Full IO	25	$304,251,000	37.8%	4.558%	102	2.40x	49.9%	49.9%
Amortizing	21	$243,990,074	30.3%	5.363%	116	1.68x	65.7%	54.1%
Partial IO	16	$236,936,750	29.4%	5.098%	119	1.50x	65.5%	58.4%
Partial IO, ARD	1	$17,850,000	2.2%	5.400%	120	1.42x	64.7%	57.7%
Full IO, ARD	2	$1,911,000	0.2%	5.729%	120	1.50x	70.0%	70.0%
Total/Weighted Average	65	$804,938,824	100.0%	4.983%	112	1.89x	59.6%	53.9%

Loan Purposes
				Weighted Averages⁽¹⁾
Loan Purpose	Number of Mortgage Loans	Aggregate Cut-off Date Balance	% of Initial Outstanding Pool Balance⁽¹⁾	Mortgage Rate	Stated Remaining Term (Mos.)⁽⁵⁾	U/W NCF DSCR⁽²⁾⁽³⁾	Cut-off Date LTV Ratio⁽²⁾⁽³⁾	Maturity Date or ARD LTV Ratio^(2)(3)(5)
Refinance	39	$521,986,459	64.8%	5.015%	111	1.88x	59.7%	54.1%
Acquisition	23	$267,717,365	33.3%	4.906%	112	1.92x	59.8%	53.5%
Recapitalization	2	$8,735,000	1.1%	5.287%	102	2.08x	46.4%	46.4%
Acquisition/Refinance	1	$6,500,000	0.8%	5.120%	120	1.37x	67.0%	59.5%
Total/Weighted Average	65	$804,938,824	100.0%	4.983%	112	1.89x	59.6%	53.9%

Please see footnotes on page 24.

UBS 2018-C12

OVERVIEW OF MORTGAGE POOL CHARACTERISTICS

(1)

All numerical information concerning the mortgage loans is approximate and, in the case of mortgage loans secured by multiple properties, is based on allocated loan amounts with respect to such properties. All weighted average information regarding the mortgage loans reflects the weighting of the mortgage loans based on their outstanding principal balances as of the Cut-off Date or, in the case of mortgage loans secured by multiple properties, allocated loan amounts. The sum of numbers and percentages in columns may not match the “Total/Weighted Average” due to rounding.

(2)

With respect to any mortgage loan that is part of a whole loan, unless otherwise indicated, Balance per Unit/Room/Pad/NRA, LTV, DSCR and Debt Yield calculations in this Term Sheet include any related pari passu companion loans and exclude any subordinate companion loans, as applicable. Additionally, Balance per Unit/Room/Pad/NRA, LTV, DSCR and Debt Yield figures in this Term Sheet are calculated for mortgage loans without regard to any additional indebtedness that may be incurred at a future date.

(3)

(4)

New York City includes zip codes at 10001 through 11697. “California—Northern” includes zip codes above 93600, and “California—Southern” includes zip codes at or below 93600.

(5)

With respect to an ARD loan, refers to the term through the related anticipated repayment date.

(6)

With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as 20 Times Square and TD Bank Long Island City, there was no underwritten occupancy due to the leased fee property sub-type.

UBS 2018-C12

OVERVIEW OF MORTGAGE POOL CHARACTERISTICS

Ten Largest Mortgage Loans

Mortgage Loan	Mortgage Loan Seller	City, State	Property Type	Cut-off Date Balance	% of Initial Outstanding Pool Balance	Cut-off Date Balance per Unit/Room/ Pad/NRA⁽¹⁾	Cut-off Date LTV Ratio⁽¹⁾	U/W NCF DSCR⁽¹⁾	U/W NOI Debt Yield⁽¹⁾
Wyvernwood Apartments	UBS AG	Los Angeles, CA	Multifamily	$50,000,000	6.2%	$66,383	38.0%	3.55x	13.7%
Riverfront Plaza⁽²⁾	UBS AG; Natixis	Richmond, VA	Office	$49,862,236	6.2%	$153	72.5%	1.49x	10.0%
Riverwalk	CCRE	Lawrence, MA	Office	$45,000,000	5.6%	$128	69.0%	1.34x	9.2%
139 Ludlow Street	Natixis	New York, NY	Mixed Use	$33,500,000	4.2%	$1,529	55.5%	1.80x	8.1%
Aspect RHG Hotel Portfolio⁽²⁾	SG	Various, Various	Hospitality	$33,500,000	4.2%	$100,217	61.2%	1.74x	13.1%
20 Times Square	SG	New York, NY	Other	$25,000,000	3.1%	$16,494	16.2%	3.65x	11.5%
Savi Ranch Center	UBS AG	Yorba Linda, CA	Retail	$24,750,000	3.1%	$154	71.7%	1.48x	10.2%
Spotsylvania Crossing	UBS AG	Fredericksburg, VA	Retail	$22,476,373	2.8%	$88	66.9%	1.43x	10.0%
Copeland Tower & Stadium Place	CIBC	Arlington, TX	Office	$19,900,000	2.5%	$94	68.6%	1.34x	9.6%
Somerset Financial Center	RMF	Bedminster, NJ	Office	$18,000,000	2.2%	$183	64.6%	1.80x	9.5%
Total/Weighted Average				$321,988,609	40.0%		58.2%	2.02x	10.7%

(1)

With respect to any mortgage loan that is part of a whole loan, unless otherwise indicated, all LTV Ratio, U/W NCF DSCR, Debt Yield and Balance per Unit/Room/Pad/NRA calculations in this Term Sheet include any related pari passu companion loans and exclude any subordinate companion loans, as applicable. Additionally, LTV Ratio, U/W NCF DSCR, Debt Yield and Balance per Unit/Room/Pad/NRA figures in this Term Sheet are calculated for mortgage loans without regard to any additional indebtedness that may be incurred at a future date.

(2)

Existing Mezzanine Debt Summary
Mortgage Loan	Mortgage Loan Cut-off Date Balance	Mezzanine Debt Cut-off Date Balance	Trust U/W NCF DSCR⁽¹⁾⁽²⁾	Total Debt U/W NCF DSCR⁽²⁾⁽³⁾	Trust Cut-off Date LTV Ratio⁽¹⁾⁽⁴⁾	Total Debt Cut-off Date LTV Ratio⁽³⁾⁽⁴⁾	Trust U/W NOI Debt Yield⁽¹⁾⁽⁴⁾	Total Debt U/W NOI Debt Yield⁽³⁾⁽⁴⁾
Wyvernwood Apartments	$50,000,000	$77,000,000	3.55x	1.27x	38.0%	75.6%	13.7%	6.9%
Riverfront Plaza	$49,862,236	$24,931,118	1.49x	1.13x	72.5%	84.9%	10.0%	8.5%
20 Times Square	$25,000,000	$150,000,000	3.65x	0.97x	16.2%	55.0%	11.5%	3.4%
Bank of America Center	$10,000,000	$23,500,000	2.14x	1.13x	53.9%	74.9%	11.6%	8.4%
5th Street Station	$9,000,000	$21,700,000	3.22x	1.01x	25.9%	67.3%	19.6%	7.5%

(1)

With respect to any mortgage loan that is part of a whole loan, the Trust U/W NCF DSCR, Trust Cut-off Date LTV Ratio and Trust U/W NOI Debt Yield include the related pari passu companion loan(s) and exclude any related subordinate companion loan(s) and the related mezzanine loan(s).

(2)

With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as Riverfront Plaza, the Trust U/W NCF DSCR and Total Debt U/W NCF DSCR, are calculated based on a non-standard amortization schedule. With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as 5th Street Station, the Total Debt U/W NCF DSCR is calculated based on a non-standard amortization schedule.

(3)

Total Debt U/W NCF DSCR, Total Debt Cut-off Date LTV Ratio and Total Debt U/W NOI Debt Yield calculations include any related pari passu companion loan(s), related subordinate companion loan(s) and/or related mezzanine loan(s).

(4)

With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as 5th Street Station, Trust Cut-off Date LTV Ratio, Total Debt Cut-off Date LTV Ratio, Trust U/W NOI Debt Yield, and Total Debt U/W NOI Debt Yield are net of the $7,500,000 holdback.

Subordinate Debt Summary

Mortgage Loan	Mortgage Loan Cut-off Date Balance	Pari Passu Companion Loan(s) Cut-off Date Balance	Subordinate Debt Cut-off Date Balance	Trust U/W NCF DSCR	Total Mortgage Debt U/W NCF DSCR⁽¹⁾	Trust Cut-off Date LTV Ratio⁽²⁾	Total Mortgage Debt Cut-off Date LTV Ratio⁽¹⁾⁽²⁾	Trust U/W NOI Debt Yield⁽²⁾	Total Mortgage Debt U/W NOI Debt Yield⁽¹⁾⁽²⁾
20 Times Square	$25,000,000	$240,000,000	$485,000,000	3.65x	1.29x	16.2%	45.8%	11.5%	4.1%
5th Street Station	$9,000,000	$36,000,000	$38,300,000	3.22x	1.63x	25.9%	52.3%	19.6%	9.7%

(1)

Total Mortgage Debt U/W NCF DSCR, Total Mortgage Debt Cut-off Date LTV Ratio and Total Mortgage Debt U/W NOI Debt Yield calculations include any related pari passu companion loan(s), and related subordinate companion loan(s) and excludes related mezzanine loan(s), if any.

(2)

With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as 5th Street Station, Trust Cut-off Date LTV Ratio, Total Mortgage Debt Cut-off Date LTV Ratio, Trust U/W NOI Debt Yield, and Total Mortgage Debt U/W NOI Debt Yield are net of the $7,500,000 holdback.

UBS 2018-C12

OVERVIEW OF MORTGAGE POOL CHARACTERISTICS

Pari Passu Companion Loan Summary
Mortgage Loan	Note(s)	Original Balance	Holder of Note⁽¹⁾	Lead Servicer for Whole Loan (Y/N)	Master Servicer Under Lead Securitization	Special Servicer Under Lead Securitization
Wyvernwood Apartments	A-1 (controlling), A-3, A-4, A-5	$50,000,000	UBS 2018-C12	Yes	Midland Loan Services, a Division of PNC Bank, National Association	Midland Loan Services, a Division of PNC Bank, National Association
	A-2	$28,000,000	UBS AG	No
	Total	$78,000,000
Riverfront Plaza	A-1 (controlling), A-4	$50,000,000	UBS 2018-C12	Yes	Midland Loan Services, a Division of PNC Bank, National Association	Midland Loan Services, a Division of PNC Bank, National Association
	A-2, A-3	$50,000,000	UBS 2018-C11	No
	A-5, A-6, A-7, A-8	$46,000,000	Natixis	No
	Total	$146,000,000
Riverwalk	A-1 (controlling), A-2	$45,000,000	UBS 2018-C12	Yes	Midland Loan Services, a Division of PNC Bank, National Association	Midland Loan Services, a Division of PNC Bank, National Association
	A-3, A-6	$20,000,000	CD 2018-CD7⁽²⁾	No
	A-4, A-5	$15,700,000	CCRE	No
	Total	$80,700,000
Aspect RHG Hotel Portfolio	A-1 (controlling)	$33,500,000	UBS 2018-C12	Yes	Midland Loan Services, a Division of PNC Bank, National Association	Midland Loan Services, a Division of PNC Bank, National Association
	A-2	$12,700,000	SG	No
	Total	$46,200,000
20 Times Square	A-2-A-4, A-2-A-5, A-2-A-6	$25,000,000	UBS 2018-C12	No	Wells Fargo Bank, National Association	Wells Fargo Bank, National Association
	A-1-A⁽³⁾, A-2-A-2, A-1-B, A-1-C, A-2-C-2-B,	$115,000,000	20 Times Square Trust 2018-20TS	Yes
	A-2-B-1, A-2-B-2, A-2-B-3, A-2-B-4, A-2-C-1, A-2-C-2-A	$75,000,000	Column Financial, Inc.	No
	A-2-A-1, A-2-A-3	$50,000,000	UBS 2018-C11	No
	Total	$265,000,000
Somerset Financial Center	A-2	$18,000,000	UBS 2018-C12	No	⁽³⁾	⁽³⁾
	A-1 (controlling)⁽⁴⁾	$24,000,000	RMF	Yes
	Total	$42,000,000
Conway Commons	A-2	$15,000,000	UBS 2018-C12	No	⁽⁴⁾	⁽⁴⁾
	A-1 (controlling)⁽⁵⁾, A-3	$32,250,000	RMF	Yes
	Total	$47,250,000
Bank of America Center	A-3-2	$10,000,000	UBS 2018-C12	No	⁽⁵⁾	⁽⁵⁾
	A-1 (controlling), A-2, A-3-1	$50,500,000	CD 2018-CD7⁽²⁾	Yes
	Total	$60,500,000
175 Park Avenue	A-6	$10,000,000	UBS 2018-C12	No
	A-2, A-3, A-4	$40,000,000	UBS 2018-C10	No
	A-1 (controlling), A-5	$35,000,000	CD 2018-CD7⁽²⁾	Yes
	Total	$85,000,000
Manchester Highlands	A-2	$10,000,000	UBS 2018-C12	No	Wells Fargo Bank, National Association	Rialto Capital Advisors, LLC
	A-1 (controlling)	$25,000,000	UBS 2018-C10	Yes
	Total	$35,000,000
5th Street Station	A-2	$9,000,000	UBS 2018-C12	No	Midland Loan Services, a Division of PNC Bank, National Association	LNR Partners, LLC
	A-1 (controlling)⁽³⁾	$36,000,000	UBS 2018-C11	Yes
	Total	$45,000,000

(1)

Identifies the expected holder as of the Closing Date.

(2)

The CD 2018-CD7 securitization is expected to close on or about August 24, 2018.

(3)

The related whole loan will be serviced pursuant to the indicated pooling and servicing agreement or trust and servicing agreement, as applicable. However, so long as no “control appraisal period” (or similar term) has occurred and is continuing, the holder of the related subordinate companion loan will be the controlling noteholder and will have the right to approve certain modifications and consent to certain actions taken with respect to the related whole loan. If a control appraisal period has occurred and is continuing, the holder of the note indicated as the “controlling” note will be the controlling noteholder.

(4)

The Somerset Financial Center Whole Loan is expected to be serviced by the related master servicer and special servicer pursuant to the pooling and servicing agreement governing the public conduit securitization in which the controlling Note A-1 will be deposited.

(5)

The Conway Commons Whole Loan is expected to be serviced by the related master servicer and special servicer pursuant to the pooling and servicing agreement governing the public conduit securitization in which the controlling Note A-1 will be deposited.

UBS 2018-C12

OVERVIEW OF MORTGAGE POOL CHARACTERISTICS

Previous Securitization History⁽¹⁾

Mortgage Loan	Mortgage Loan Seller	City, State	Property Type	Cut-off Date Balance	% of Initial Outstanding Pool Balance	Previous Securitization(s)
Wyvernwood Apartments	UBS AG	Los Angeles, CA	Multifamily	$50,000,000	6.2%	JPMBB 2014-C23
Riverfront Plaza	UBS AG; Natixis	Richmond, VA	Office	$49,862,236	6.2%	JPMCC 2016-FL8
One Northwestern Plaza	LCF	Southfield, MI	Office	$17,850,000	2.2%	JPMCC 2013-LC11
Kjellberg MHP	LCF	Monticello, MN	Manufactured Housing Community	$11,750,000	1.5%	COMM 2014-CR19
Warner Courtyards	UBS AG	Tempe, AZ	Office	$11,500,000	1.4%	CSFB 2004-C1
Windsor Village	UBS AG	Oklahoma City, OK	Multifamily	$11,500,000	1.4%	LBUBS 2000-C4
Hilton Garden Inn Nashville Smyrna⁽²⁾	SG	Smyrna, TN	Hospitality	$10,056,704	1.2%	GSMS 2014-GC22
175 Park Avenue	CCRE	Madison, NJ	Office	$10,000,000	1.2%	COMM 2013-CCRE8

(1)

Includes mortgage loans for which all or a portion of the previously existing debt was most recently securitized in one or more conduit securitizations, based on information provided by the related borrower or obtained through searches of a third-party database. The information has not otherwise been confirmed by the mortgage loan sellers.

(2)

Part of collateral for the Aspect RHG Hotel Portfolio.

2901 East Olympic Boulevard

Los Angeles, CA 90023

Collateral Asset Summary – Loan No. 1

Wyvernwood Apartments

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$50,000,000

38.0%

3.55x

13.7%

(MAP)

2901 East Olympic Boulevard

Los Angeles, CA 90023

Collateral Asset Summary – Loan No. 1

Wyvernwood Apartments

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$50,000,000

38.0%

3.55x

13.7%

(MAP)

2901 East Olympic Boulevard

Los Angeles, CA 90023

Collateral Asset Summary – Loan No. 1

Wyvernwood Apartments

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$50,000,000

38.0%

3.55x

13.7%

(MAP)

2901 East Olympic Boulevard

Los Angeles, CA 90023

Collateral Asset Summary – Loan No. 1

Wyvernwood Apartments

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$50,000,000

38.0%

3.55x

13.7%

Mortgage Loan Information					Property Information
Mortgage Loan Seller:		UBS AG			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/KBRA/Moody’s):		BBB-/A+/Baa3			Location:	Los Angeles, CA 90023
					General Property Type:	Multifamily
Original Balance⁽¹⁾:		$50,000,000			Detailed Property Type:	Garden
Cut-off Date Balance⁽¹⁾:		$50,000,000			Title Vesting:	Fee Simple
% of Initial Pool Balance:		6.2%			Year Built/Renovated:	1939/1963, 2000
Loan Purpose:		Refinance			Size:	1,175 Units
Borrower Sponsor:		Mark Sanders			Cut-off Date Balance per Unit⁽¹⁾:	$66,383
Mortgage Rate:		3.6728%			Maturity Date Balance per Unit⁽¹⁾:	$66,383
Note Date:		7/6/2018			Property Manager:	FPI Management, Inc.
First Payment Date:		8/6/2018
Maturity Date:		7/6/2023
Original Term to Maturity:		60 months
Original Amortization Term:		0 months			Underwriting and Financial Information
IO Period:		60 months			UW NOI:	$10,682,737
Seasoning:		1 month			UW NOI Debt Yield⁽¹⁾:	13.7%
Prepayment Provisions:		LO (24); YM1 (31); O (5)			UW NOI Debt Yield at Maturity⁽¹⁾:	13.7%
Lockbox/Cash Mgmt Status:		Soft/Springing			UW NCF DSCR⁽¹⁾:	3.55x
Additional Debt Type⁽¹⁾⁽²⁾:		Pari Passu/Mezzanine			Most Recent NOI:	$10,818,426 (5/31/2018 TTM)
Additional Debt Balance⁽¹⁾⁽²⁾:		$28,000,000/$77,000,000			2nd Most Recent NOI:	$10,610,488 (12/31/2017)
Future Debt Permitted (Type):		No (N/A)			3rd Most Recent NOI:	$10,247,043 (12/31/2016)
Reserves⁽³⁾					Most Recent Occupancy:	98.0% (6/27/2018)
Type	Initial		Monthly	Cap	2nd Most Recent Occupancy:	97.0% (12/31/2017)
RE Tax:	$119,873		$46,105	N/A	3rd Most Recent Occupancy:	98.0% (12/31/2016)
Insurance:	$0		Springing	N/A	Appraised Value (as of):	$205,000,000 (5/9/2018)
Deferred Maintenance:	$821,100		$0	N/A	Cut-off Date LTV Ratio⁽¹⁾:	38.0%
Replacements:	$0		$31,333	N/A	Maturity Date LTV Ratio⁽¹⁾:	38.0%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount⁽¹⁾:	$78,000,000	50.3%	Loan Payoff⁽⁴⁾:	$111,368,676	71.9%
Mezzanine Loans⁽¹⁾:	$77,000,000	49.7%	Reserves:	$940,973	0.6%
			Closing Costs:	$1,625,341	1.0%
			Return of Equity:	$41,065,011	26.5%
Total Sources:	$155,000,000	100.0%	Total Uses:	$155,000,000	100.0%

(1)

The Wyvernwood Apartments Mortgage Loan (as defined below) is part of the Wyvernwood Apartments Whole Loan (as defined below), which is comprised of five pari passu promissory notes with an aggregate original principal balance of $78,000,000. The Wyvernwood Apartments Whole Loan is accompanied by the Wyvernwood Apartments Mezzanine Loans (as defined below) with an aggregate original principal balance of $77,000,000. The Cut-off Date Balance per Unit, Maturity Date Balance per Unit, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio presented above are based on the aggregate principal balance of the promissory notes comprising the Wyvernwood Apartments Whole Loan. The Cut-off Date Balance per Unit, Maturity Date Balance per Unit, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV based on the Wyvernwood Apartments Whole Loan and the Wyvernwood Apartments Mezzanine Loans are $131,915, $131,915, 6.9%, 6.9%, 1.27x, 75.6% and 75.6%, respectively.

(2)

See “The Mortgage Loan” and “Mezzanine Loan and Preferred Equity” below for further discussion of additional debt.

(3)

See “Escrows and Reserves” below for further discussion of reserve requirements.

(4)

Loan Payoff includes $618,428 in defeasance costs.

The Mortgage Loan. The largest mortgage loan (the “Wyvernwood Apartments Mortgage Loan”) is part of a whole loan (the “Wyvernwood Apartments Whole Loan”) evidenced by five pari passu promissory notes with an aggregate original principal balance of $78,000,000. The Wyvernwood Apartments Whole Loan is secured by a first priority mortgage encumbering the borrower’s fee interest in a 151-building, 1,175-unit garden style multifamily community located at 2901 East Olympic Boulevard in Los Angeles, California (the “Wyvernwood Apartments Property”). Promissory Notes A-1, A-3, A-4 and A-5, with an aggregate original principal balance of $50,000,000, represent the Wyvernwood Apartments Mortgage Loan and will be included in the UBS 2018-C12 Trust. The Wyvernwood Apartments Whole Loan will be serviced pursuant to the pooling and servicing agreement for the UBS 2018-C12 Trust. The below table summarizes the remaining promissory note, which is currently held by UBS AG and is expected to be contributed to one or more future securitization transactions or may otherwise be transferred at any time. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

2901 East Olympic Boulevard

Los Angeles, CA 90023

Collateral Asset Summary – Loan No. 1

Wyvernwood Apartments

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$50,000,000

38.0%

3.55x

13.7%

Wyvernwood Apartments Whole Loan Summary
Note	Original Balance	Cut-off Date Balance	Anticipated Note Holder	Controlling Piece
Note A-1	$40,000,000	$40,000,000	UBS 2018-C12	Yes
Note A-2	$28,000,000	$28,000,000	UBS AG	No
Note A-3	$5,000,000	$5,000,000	UBS 2018-C12	No
Note A-4	$3,000,000	$3,000,000	UBS 2018-C12	No
Note A-5	$2,000,000	$2,000,000	UBS 2018-C12	No
Total	$78,000,000	$78,000,000

The proceeds of the Wyvernwood Apartments Whole Loan, together with two mezzanine loans with an aggregate original principal balance of $77,000,000 (together, the “Wyvernwood Apartments Mezzanine Loans”), were used to refinance existing debt on the Wyvernwood Apartments Property, fund reserves, pay closing costs, and return equity to the borrower sponsor.

The Borrower and the Borrower Sponsor. The borrower is Thurman Interim California, LLC (the “Wyvernwood Apartments Borrower”) a single-purpose Delaware limited liability company structured to be bankruptcy remote with two independent directors. A non-consolidation opinion was delivered in connection with the origination of the Wyvernwood Apartments Whole Loan. The borrower sponsor and non-recourse carveout guarantor of the Wyvernwood Apartments Whole Loan is Mark Sanders, a co-founder and principal of Fifteen Group. Fifteen Group is a real estate-focused private investment firm specializing in opportunity-driven, value-added acquisitions and development projects, as well as the origination of real estate loans, acquisition of distressed real estate debt, and investment in other real estate operating companies.

The Property. The Wyvernwood Apartments Property is a 151-building, 1,175-unit, two-story multifamily community situated on the northeast corner of East Olympic Boulevard and Camulos Street within the Boyle Heights neighborhood of Los Angeles, California, approximately three miles southeast of the Los Angeles central business district. Situated on a 63.07-acre site, the Wyvernwood Apartments Property was originally constructed in 1939 and expanded in 1963 when 13 new apartment buildings were added to the Wyvernwood Apartments Property. The Wyvernwood Apartments Property unit mix includes 22 studios, 444 one-bedroom units, 633 two-bedroom units, and 76 three-bedroom units, with an average unit size of 757 SF. As of June 27, 2018, the Wyvernwood Apartments Property was 98.0% occupied. The Wyvernwood Apartments Property has exhibited an average occupancy of 96.2% since 2001.

Wyvernwood Apartments Property Historical Occupancy
2007	2008	2009	2010	2011	2012	2013	2014	2015	2016⁽¹⁾	2017⁽¹⁾	6/27/2018⁽¹⁾
94.1%	94.7%	93.4%	87.9%	93.9%	97.0%	97.1%	97.7%	97.8%	98.0%	97.0%	98.0%

(1)

Information is based on the underwritten rent roll.

The Wyvernwood Apartments Property amenities include large grass areas, on-site management, security patrol, computer center, three laundry facilities (the largest of which with 50 washer and dryers was constructed in 2000), three playgrounds, pet friendly units, and parking garages. Each unit includes a range, refrigerator, garbage disposal, hardwood floors, carpet, dining room, ceiling fans, and high speed internet access.

Due to the year in which Wyvernwood Apartments Property’s was built, the Wyvernwood Apartments Property is subject to the city of Los Angeles Rent Stabilization Ordinance (“RSO”), which affects apartments that were built prior to October 31, 1978 and allows an annual percentage rental rate increase based on the Consumer Price Index (“CPI”) average for the Los Angeles-Long Beach-Anaheim areas for a 12-month period ending September 30 of each year. Under the RSO, an annual increase can be no lower than 3.0% and no higher than 8.0%. The percentage is published in November of each year and becomes effective on July 1 of the following year. The annual rent increase may be imposed only if 12 months or more have elapsed since the last such rental rate increase (the increase is neither cumulative nor retroactive) and requires a 30-day written notice from the landlord to the tenant before the increase may be collected. Landlords can petition for larger increases based on greater operating expense and capital improvements. For the year of July 1, 2017 through June 30, 2018, the annual automatic rent adjustment rate for rental units subject to the RSO is 3.0%. The landlord may also raise the rent by an additional 1.0% for gas and/or 1.0% for electricity when the landlord pays for all of the cost of either service.

The borrower sponsor acquired the Wyvernwood Apartments Property in 1998 for $27.2 million ($23,149 per unit) and spent approximately $14.6 million ($12,441 per unit) in capital improvements from 1998 through 2000 to renovate each unit, in addition to completing major exterior work. In addition, the borrower sponsor spent approximately $7.3 million ($6,172 per unit) thereafter for other capital improvements, including code compliance improvements, with approximately $2.5 million ($2,106 per unit) funded from 2014 to 2017. The borrower sponsor’s total cost basis in the Wyvernwood Apartments Property is approximately $53.5 million ($45,528 per unit).

2901 East Olympic Boulevard

Los Angeles, CA 90023

Collateral Asset Summary – Loan No. 1

Wyvernwood Apartments

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$50,000,000

38.0%

3.55x

13.7%

The table below shows the unit mix at the Wyvernwood Apartments Property:

Wyvernwood Apartments Property Unit Mix Summary⁽¹⁾
Unit Type	No. of Units	% of Total Units	Avg. Unit Size (SF)	Total Occupied Units	Occupancy (%)	Avg. Monthly Rent per Unit	Total Size (SF)
Studio	22	1.9%	300	22	100.0%	$926	6,600
1 BR / 1 BA	444	37.8%	613	440	99.1%	$1,034	272,389
2 BR / 1 BA⁽²⁾	633	53.9%	830	613	96.8%	$1,253	525,390
3 BR / 1 BA⁽³⁾	76	6.5%	1,122	76	100.0%	$1,563	85,272
Total/Wtd. Avg.	1,175	100.0%	757	1,151	98.0%	$1,184	889,651

(1)

Information is based on the underwritten rent roll.

(2)

Includes one model unit and two discounted employee units. The one 2 BR / 1 BA model unit (830 SF) is reflected at the appraisal’s concluded market rental rate of $1,762 per month. One 2 BR / 1 BA (830 SF) employee unit is reflected at the appraisal’s concluded market rental rate of $1,606 per month and one 2 BR / 1 BA (830 SF) employee unit is reflected at the appraisal’s concluded market rental rate of $1,761 per month.

(3)

Includes one employee unit (1,122 SF) reflected at the appraisal’s concluded market rental rate of $2,181 per month.

The Market. The Wyvernwood Apartments Property is located in the Boyle Heights neighborhood of Los Angeles, California, approximately three miles southeast of the Los Angeles central business district, approximately half a mile south of the Golden Gate (Interstate 5) Freeway and approximately 2.5 miles west of the Long Beach (Interstate) Freeway. The Wyvernwood Apartments Property encompasses approximately nine city blocks located between East Olympic Boulevard on the south, and Eighth Street on the north. The Boyle Heights neighborhood is adjacent to downtown Los Angeles and includes a varied mix of residential, commercial, industrial, and retail properties as well as schools, public parks, and places of worship. Nearby downtown attractions include L.A. Live (entertainment complex), Staples Center, Los Angeles Convention Center, Microsoft Theater, Fashion District, The Orpheum Theatre, The Belasco Theater, Jewelry District, Grand Central Market, Pershing Square, OUE Skyspace L.A. Observation Deck, Union Station, Los Angeles State Historic Park, Chinatown, Performing Arts Center, Walt Disney Concert Hall, several museums (including the California Science Center, Natural History Museum, The Grammy Museum, The Museum of Contemporary Arts and The Broad), Little Tokyo District, and Dodger Stadium.

Los Angeles Developer, Izek Shomof, is transforming the historic Sears Boyle Heights property at the corner of Soto Street and Olympic Boulevard, approximately 0.4 miles northwest of the Wyvernwood Apartments Property. The proposed mixed-use campus will feature seven distinct properties on 25 acres. Phase one of the project, which is expected to be completed in early to mid-2020, will feature 1,030 live-work lofts, 200,000 SF of creative office suites, a food hall, a 200,000 SF department store, three-acres of rooftop amenities and event space, specialty dining, and six railcar retail spaces. Phase two of the project will include an additional 1,300 lofts, a 120-key hotel, over 90,000 SF of retail space and more than 2,000 parking spaces.

According to a third party market research report, the estimated 2018 population within a one-, three-, and five-mile radius of the Wyvernwood Apartments Property is 23,944, 347,615, and 1,121,022, respectively. According to a third party market research report, the estimated 2018 average household income within a one-, three-, and five-mile radius of the Wyvernwood Apartments Property is $50,418, $53,241, and $54,500, respectively.

According to a third party market research report, the Wyvernwood Apartments Property’s East Los Angeles/Alhambra/Montebello/Pico Rivera submarket reported a 2.9% vacancy rate as of the fourth quarter of 2017, which has improved from 3.7% in 2012. The average effective rental rate for the submarket has increased from $1,103 per unit per month as of 2012 to $1,409 per month as of the fourth quarter of 2017, or a compounded annual growth rate of 5.0% over the five-year period.

2901 East Olympic Boulevard

Los Angeles, CA 90023

Collateral Asset Summary – Loan No. 1

Wyvernwood Apartments

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$50,000,000

38.0%

3.55x

13.7%

Comparable rental properties to the Wyvernwood Apartments Property are shown in the table below:

Wyvernwood Apartments Property Comparable Rentals Summary
Property Name/Location	Year Built/ Renovated	Occupancy (%)	Number of Units	Unit Type	Avg. Unit Size (SF)⁽¹⁾	Avg. Monthly Rent per Unit⁽¹⁾
Wyvernwood Apartments Property 2901 East Olympic Boulevard Los Angeles, CA	1939, 1963/2000	98.0%⁽²⁾	1,175⁽²⁾	Studio One Bedroom Two Bedroom Three Bedroom	300 613 830 1,122	$926 $1,034 $1,253 $1,563
The Esquire 274 South La Fayette Park Place Los Angeles, CA	1965/N/A	100.0%	117	Studio One Bedroom Two Bedroom	185 618 1,000	$895 $1,585 NAV
Oak Hills Apartments 1635 Neil Armstrong Street Montebello, CA	1971/N/A	99.0%	162	Studio One Bedroom Two Bedroom Three Bedroom	509 800 1,060 1,310	$1,350 $1,595 $1,795 $2,295
Tierra del Sol Apartments 500 West Beverly Boulevard Montebello, CA	1969/2008	98.0%	224	Studio One Bedroom Two Bedroom	500 625 940	$1,399 $1,529 $1,929
Park Victoria Apartments 630 Howard Avenue Montebello, CA	1972/N/A	94.0%	320	One Bedroom Two Bedroom	871 994	$1,350 $1,791
Woodbridge Village Apartments 1900 N. Marianna Avenue Los Angeles, CA	1966/N/A	97.0%	208	One Bedroom Two Bedroom	541 682	$1,295 $1,600
Somerset Apartments 300-336 N. Garfield Avenue Montebello, CA	1946/N/A	95.0%	256	One Bedroom Two Bedroom	675-1,658 875-1,858	NAV NAV
Monterey Gardens 645 West Pomona Boulevard Monterey Park, CA	1948/N/A	99.0%	152	One Bedroom Two Bedroom	700 900	$1,495 $1,695

Source: Appraisal

(1)

Avg. Unit Size (SF) and Avg. Monthly Rent per Unit for the Wyvernwood Apartments Property are based on the underwritten rent roll and include one model unit and three discounted employee units. The one 2 BR / 1 BA (830 SF) model unit is reflected at the appraisal’s concluded market rental rate of $1,762 per month. One 2 BR / 1 BA (830 SF) employee unit is reflected at the appraisal’s concluded market rental rate of $1,606 per month, one 2 BR / 1 BA (830 SF) employee unit is reflected at the appraisal’s concluded market rental rate of $1,761 per month, and one 3 BR / 1 BA (1,122 SF) employee unit is reflected at the appraisal’s concluded market rental rate of $2,181 per month.

(2)

Information is based on the underwritten rent roll.

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical and forecasted operating performance and the Underwritten Net Cash Flow at the Wyvernwood Apartments Property:

Cash Flow Analysis
	2015	2016	2017	5/31/2018 TTM	UW	UW Per Unit
Gross Potential Rent⁽¹⁾	$14,452,757	$14,909,547	$15,808,357	$16,190,125	$16,668,044	$14,186
Total Other Income⁽²⁾	$487,781	$571,554	$633,990	$719,108	$794,317	$676
Less Vacancy & Concessions⁽³⁾	($381,979)	($255,774)	($516,789)	($695,358)	($650,974)	($554)
Effective Gross Income	$14,558,559	$15,225,327	$15,925,559	$16,213,876	$16,811,387	$14,308
Total Operating Expenses	$4,956,605	$4,978,285	$5,315,071	$5,395,450	$6,128,650	$5,216
Net Operating Income	$9,601,954	$10,247,043	$10,610,488	$10,818,426	$10,682,737	$9,092
Capital Expenditures	$287,267	$479,078	$325,616	$396,272	$376,000	$320
Net Cash Flow	$9,314,687	$9,767,965	$10,284,872	$10,422,154	$10,306,737	$8,772

Occupancy %⁽⁴⁾	98.0%	98.0%	97.0%	97.7%	96.1%
NOI DSCR⁽⁵⁾	3.31x	3.53x	3.65x	3.72x	3.68x
NCF DSCR⁽⁵⁾	3.21x	3.36x	3.54x	3.59x	3.55x
NOI Debt Yield⁽⁵⁾	12.3%	13.1%	13.6%	13.9%	13.7%
NCF Debt Yield⁽⁵⁾	11.9%	12.5%	13.2%	13.4%	13.2%

(1)

UW Gross Potential Rent is underwritten to the June 27, 2018 rent roll, which reflects physical occupancy of 98.0% and includes the gross up of vacant space based on the appraisal’s concluded market rents of $486,804 and credit loss of ($32,668). UW Gross Potential Rent includes one model unit and three employee units. The one 2 BR / 1 BA model unit (830 SF) is reflected at the appraisal’s concluded market rental rate of $1,762 per month. One 2 BR / 1 BA (830 SF) employee unit is reflected at the appraisal’s concluded market rental rate of $1,606 per month, one 2 BR / 1 BA (830 SF) employee unit is reflected at the appraisal’s concluded market rental rate of $1,761 per month, and one employee unit (1,122 SF) is reflected at the appraisal’s concluded market rental rate of $2,181 per month.

(2)

Total Other Income includes (i) ratio utility billing system income, which reflects water, sewer and trash reimbursements, (ii) laundry income, (iii) parking income associated with approximately 200 garage spaces at a monthly rental rate of $150 per space, and (iv) other non-rental income such as late fees, pet fees, application fees, lease termination fees, tenant damages and legal expense recovery.

(3)

UW Vacancy & Concessions includes one model unit and three discounted employee units. The one 2 BR / 1 BA model unit (830 SF) is reflected at the appraisal’s concluded market rental rate of $1,762 per month. One 2 BR / 1 BA (830 SF) employee unit is reflected at a discount of $843 from the appraisal’s concluded market rental rate of $1,606 per month, one 2 BR / 1 BA (830 SF) employee unit is 100% discounted and reflected at the appraisal’s concluded market rental rate of $1,761 per month, and one employee unit (1,122 SF) is 100% discounted and reflected at the appraisal’s concluded market rental rate of $2,181 per month.

(4)

UW Occupancy % is based on the underwritten economic vacancy of 3.9%. The Wyvernwood Apartments Property was 98.0% leased as of June 27, 2018.

(5)

Debt service coverage ratios and debt yields are based on the Wyvernwood Apartments Whole Loan.

2901 East Olympic Boulevard

Los Angeles, CA 90023

Collateral Asset Summary – Loan No. 1

Wyvernwood Apartments

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$50,000,000

38.0%

3.55x

13.7%

Escrows and Reserves. The Wyvernwood Apartments Borrower deposited in escrow at origination (i) $119,873 for annual real estate taxes and (ii) $821,100 for deferred maintenance. The Wyvernwood Apartments Borrower will be required to escrow monthly (i) 1/12 of the annual estimated tax payments, currently equal to $46,105, (ii) 1/12 of the annual estimated insurance premiums, currently equal to $22,377, provided, however, that such obligation will be suspended so long as a blanket insurance policy is in full force and effect, and (iii) $31,333 for replacement reserves.

Lockbox and Cash Management. A soft lockbox is in place with respect to the Wyvernwood Apartments Whole Loan. The Wyvernwood Apartments Whole Loan has springing cash management. Prior to the continuance of a Cash Management Trigger Event (as defined below) or a Priority Payment Cessation Event (as defined below) for the Wyvernwood Apartments Whole Loan, all funds in the lockbox account will be disbursed to the Wyvernwood Apartments Borrower.

During the continuance of a Cash Management Trigger Event for the Wyvernwood Apartments Whole Loan, provided that no Priority Payment Cessation Event or event of default is continuing, funds in the lockbox account are required to be applied on each monthly payment date (i) to fund the required reserve deposits as described above under “Escrows and Reserves”, (ii) to pay debt service on the Wyvernwood Apartments Whole Loan, (iii) to pay operating expenses not otherwise paid or reserved for as described above under “Escrows and Reserves” and referenced in the annual budget approved by the lender together with other amounts incurred by the Wyvernwood Apartments Borrower in connection with the operation and maintenance of the Wyvernwood Apartments Property, (iv) to pay debt service on the Wyvernwood Apartments Mezzanine Loans, and (v) during the continuance of a Cash Sweep Event Period (as defined below), to disburse the remainder to an account to be held by the lender as additional security for the Wyvernwood Apartments Whole Loan (such account, the “Excess Cash Flow Account”). During the continuance of an event of default under the Wyvernwood Apartments Mezzanine Loans, funds on deposit in the Excess Cash Flow Account will be allocated to the applicable mezzanine loan subaccount. Provided that neither an event of default under the Wyvernwood Apartments Mezzanine Loans nor a Cash Sweep Trigger Event has occurred and is continuing, funds on deposit in the Excess Cash Flow Account may be disbursed to the Wyvernwood Apartments Borrower in accordance with the Wyvernwood Apartments Whole Loan documents. During the continuance of a Priority Payment Cessation Event, all funds in the lockbox account will be deposited into the Excess Cash Flow Account. During the continuance of an event of default, provided that no Priority Payment Cessation Event is continuing, funds in the lockbox account will be applied to fund the tax and insurance reserves, with the balance to be deposited into the Excess Cash Flow Account.

A “Cash Management Trigger Event” will occur upon (i) an event of default under the Wyvernwood Apartments Whole Loan, (ii) an event of default under the Wyvernwood Apartments Mezzanine Loans, (iii) any bankruptcy action involving the Wyvernwood Apartments Borrower, the guarantor, or the property manager, (iv) the debt service coverage ratio based on the trailing 12-month period falling below 1.05x, or (v) any indictment for fraud or misappropriation of funds by the Wyvernwood Apartments Borrower, the guarantor, or the property manager. A Cash Management Trigger Event will continue until, in regard to clause (i) and (ii) above, the cure of such event of default and acceptance of such cure by the lender or the applicable mezzanine lender, as applicable, in regard to clause (iii) above, the filing being discharged, stayed or dismissed within 90 days for the Wyvernwood Apartments Borrower or guarantor, or within 120 days for the property manager, and the lender’s determination that such filing does not materially affect the obligations of the Wyvernwood Apartments Borrower, the guarantor, or the property manager under the applicable Wyvernwood Apartments Whole Loan documents or management agreement, as applicable, in regard to clause (iv) above, the debt service coverage based on the trailing 12-month period is greater than 1.10x for two consecutive calendar quarters, or in regard to clause (v) above, the replacement of the property manager with a qualified manager pursuant to the Wyvernwood Apartments Whole Loan documents or termination of the involvement with the property of the applicable director or officer that was the subject of the indictment.

A “Priority Payment Cessation Event”, in connection with an event of default, will occur upon (i) the lender’s acceleration of the Wyvernwood Apartments Whole Loan, (ii) the initiation of judicial or non-judicial foreclosure proceedings or similar pursuant to the enforcement of the Wyvernwood Apartments Whole Loan documents, and/or (iii) the imposition of a stay, an injunction or similar judicially imposed device that has the effect of preventing the lender from exercising its remedies under the Wyvernwood Apartments Whole Loan agreement and the other Wyvernwood Apartments Whole Loan documents.

A “Cash Sweep Event Period” will occur upon (i) an event of default under the Wyvernwood Apartments Whole Loan, (ii) an event of default under the Wyvernwood Apartments Mezzanine Loans, (iii) any bankruptcy action involving the Wyvernwood Apartments Borrower, the guarantor, or the property manager, or (iv) the debt service coverage ratio based on the trailing 12-month period falling below 1.05x. A Cash Sweep Event Period will continue until, in regard to clauses (i) and (ii) above, the cure of such event of default and acceptance of such cure by the lender or the applicable mezzanine lender, as applicable, in regard to clause (iii) above, the filing being discharged, stayed or dismissed within 90 days for the Wyvernwood Apartments Borrower, the guarantor, or within 120 days for the property manager, and the lender’s determination that such filing does not materially affect the obligations of the Wyvernwood Apartments Borrower, the guarantor, or the property manager under the applicable Wyvernwood Apartments Whole Loan documents or management agreement, as applicable, or in regard to clause (iv) above, the debt service coverage based on the trailing 12-month period is greater than 1.10x for two consecutive calendar quarters.

Additional Secured Indebtedness (not including trade debts). Not permitted.

Mezzanine Loan and Preferred Equity. The Wyvernwood Apartments Mezzanine Loans refer to two mezzanine loans (“Mezzanine A Loan” and “Mezzanine B Loan”), with an aggregate original principal balance of $77,000,000, which funded concurrently with the funding of the Wyvernwood Apartments Whole Loan. The Mezzanine A Loan has an original principal balance of $42,000,000, and accrues interest at a rate of 5.7500% per annum and is senior to the Mezzanine B Loan. The Mezzanine B Loan has an original principal balance of $35,000,000, and accrues interest at a rate of 7.7500% per annum. The Wyvernwood Apartments Mezzanine Loans are co-terminus with the Wyvernwood Apartments Whole Loan and are interest only for their full terms. The Mezzanine A Loan was originated by UBS AG, and is currently held by PR Capital Debt Private Limited. The Mezzanine B Loan was originated by UBS AG, and is currently held by Rockwood Income and Credit Partners II, L.P. The Wyvernwood Apartments Mezzanine Loans and the Wyvernwood Apartments Whole Loan are subject to an intercreditor agreement among the Wyvernwood Apartments Mezzanine Loan lenders and the Wyvernwood Apartments Whole Loan lender. The Wyvernwood Apartments Mezzanine Loans may be transferred at any time subject to the requirement and limitations set forth in the related mezzanine intercreditor agreements.

2901 East Olympic Boulevard

Los Angeles, CA 90023

Collateral Asset Summary – Loan No. 1

Wyvernwood Apartments

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$50,000,000

38.0%

3.55x

13.7%

The following table presents certain information relating to the Wyvernwood Apartments Mezzanine Loans:

Mezzanine Debt Summary
Mezzanine Debt Cut-off Date Principal Balance	Mezzanine Debt Interest Rate	Original Term to Maturity (mos.)	Original Amort Term (mos.)	Original IO Term (mos.)	Total Debt UW NCF DSCR	Total Debt UW NOI Debt Yield	Total Debt Cut-off Date LTV
$42,000,000	5.7500%	60	0	60	1.93x	8.9%	58.5%
$35,000,000	7.7500%	60	0	60	1.27x	6.9%	75.6%

Release of Property. Not permitted.

Terrorism Insurance. The Wyvernwood Apartments Borrower is required to obtain and maintain property insurance, commercial general liability insurance, and business income or rental loss insurance that covers perils of terrorism and acts of terrorism, both foreign and domestic; provided that if at any time the Terrorism Risk Insurance Program Reauthorization Act of 2007, as amended, is no longer in effect, they Wyvernwood Apartments Borrower will only be required to obtain terrorism insurance to the extent obtainable for an annual premium equal to 200% of the annual premium for the required property insurance coverage.

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901-951 East Byrd Street

Richmond, VA 23219

Collateral Asset Summary – Loan No. 2

Riverfront Plaza

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$49,862,236

72.5%

1.49x

10.0%

(GRAPHIC)

901-951 East Byrd Street

Richmond, VA 23219

Collateral Asset Summary – Loan No. 2

Riverfront Plaza

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$49,862,236

72.5%

1.49x

10.0%

(GRAPHIC)

901-951 East Byrd Street

Richmond, VA 23219

Collateral Asset Summary – Loan No. 2

Riverfront Plaza

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$49,862,236

72.5%

1.49x

10.0%

(GRAPHIC)

901-951 East Byrd Street

Richmond, VA 23219

Collateral Asset Summary – Loan No. 2

Riverfront Plaza

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$49,862,236

72.5%

1.49x

10.0%

Mortgage Loan Information					Property Information
Mortgage Loan Seller⁽¹⁾:		UBS AG; Natixis			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/KBRA/Moody’s)		NR/NR/NR			Location:	Richmond, VA 23219
					General Property Type:	Office
Original Balance⁽²⁾:		$50,000,000			Detailed Property Type:	CBD
Cut-off Date Balance⁽²⁾:		$49,862,236			Title Vesting:	Fee Simple
% of Initial Pool Balance:		6.2%			Year Built/Renovated:	1990/2014
Loan Purpose:		Refinance			Size:	949,875 SF
Borrower Sponsor:		Hertz Investment Group			Cut-off Date Balance per SF⁽²⁾:	$153
Mortgage Rate:		5.065948%			Maturity Date Balance per SF⁽²⁾:	$130
Note Date:		5/4/2018			Property Manager:	Hertz Investment Group, LLC (borrower-related)
First Payment Date:		6/5/2018
Maturity Date:		5/5/2028
Original Term to Maturity:		120 months
Original Amortization Term⁽³⁾:		360 months
IO Period:		0 months
Seasoning:		3 months
Prepayment Provisions⁽⁴⁾:		LO (27); DEF/YM1 (89); O (4)			Underwriting and Financial Information
Lockbox/Cash Mgmt Status:		Hard/In Place			UW NOI⁽⁷⁾:	$14,505,668
Additional Debt Type⁽²⁾⁽⁵⁾:		Pari Passu/Mezzanine			UW NOI Debt Yield⁽²⁾:	10.0%
Additional Debt Balance⁽²⁾⁽⁵⁾:		$95,735,492/$24,931,118			UW NOI Debt Yield at Maturity⁽²⁾:	11.8%
Future Debt Permitted (Type):		No (N/A)			UW NCF DSCR⁽²⁾⁽³⁾:	1.49x
Reserves⁽⁶⁾					Most Recent NOI⁽⁷⁾:	$10,393,640 (1/31/2018 TTM)
Type	Initial		Monthly	Cap	2nd Most Recent NOI:	$10,121,502 (12/31/2017)
RE Tax:	$1,083,451		$180,575	N/A	3rd Most Recent NOI:	$10,372,633 (12/31/2016)
Insurance:	$29,174		Springing	N/A	Most Recent Occupancy⁽⁸⁾:	83.4% (3/28/2018)
Deferred Maintenance:	$14,300		$0	N/A	2nd Most Recent Occupancy:	76.7% (12/31/2017)
Replacements:	$0		$11,873	N/A	3rd Most Recent Occupancy:	67.8% (12/31/2016)
TI/LC:	$3,000,000		Springing	⁽⁶⁾	Appraised Value (as of):	$200,800,000 (2/13/2018)
Free Rent Reserve:	$55,264		$0	N/A	Cut-off Date LTV Ratio⁽²⁾:	72.5%
Initial TI/LC:	$7,548,734		$0	N/A	Maturity Date LTV Ratio⁽²⁾:	61.4%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount⁽²⁾:	$146,000,000	85.4%	Loan Payoff:	$132,601,866	77.5%
Mezzanine Loan⁽²⁾:	$25,000,000	14.6%	Reserves:	$11,730,923	6.9%
			Closing Costs:	$1,693,691	1.0%
			Return of Equity:	$24,973,519	14.6%
Total Sources:	$171,000,000	100.0%	Total Uses:	$171,000,000	100.0%

(1)

The Riverfront Plaza Whole Loan (as defined below) was originated by Natixis Real Estate Capital LLC (“Natixis”). UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG”) acquired two pari passu notes, Promissory Notes A-2 and A-4, with an aggregate original principal balance of $50,000,000, from Natixis and has re-underwritten such mortgage loan in accordance with the procedures described under “Transaction Parties—The Sponsors and Mortgage Loan Sellers—UBS AG, New York Branch” in the Preliminary Prospectus.

(2)

The Riverfront Plaza Mortgage Loan (as defined below) is part of the Riverfront Plaza Whole Loan, which is comprised of eight pari passu promissory notes with an aggregate original principal balance of $146,000,000. The Riverfront Plaza Whole Loan was originated concurrently with the Riverfront Plaza Mezzanine Loan (as defined below) with an original principal balance of $25,000,000. The Cut-off Date Balance per SF, Maturity Date Balance per SF, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio presented above are based on the aggregate principal balance of the promissory notes comprising the Riverfront Plaza Whole Loan. The Cut-off Date Balance per SF, Maturity Date Balance per SF, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio based on the Riverfront Plaza Whole Loan and the Riverfront Plaza Mezzanine Loan are $180, $152, 8.5%, 10.0%, 1.13x, 84.9% and 71.9%, respectively.

(3)

The Riverfront Plaza Whole Loan amortizes based on a non-standard amortization schedule and the UW NCF DSCR for the Riverfront Plaza Whole Loan is calculated based on the aggregate 12-month debt service payments commencing September 5, 2018. See “Annex F Riverfront Plaza Amortization Schedule” in the Preliminary Prospectus.

(4)

After the lockout period, defeasance is permitted in whole, or in part, on or after the date that is the earlier to occur of (i) two years after the closing date of the securitization that includes the last Riverfront Plaza Whole Loan promissory note to be securitized and (ii) May 4, 2022. Open prepayment is permitted on or after February 5, 2028. In addition, after the lockout period and prior to the open prepayment date, the Riverfront Plaza Whole Loan can be prepaid in whole, or in part, with yield maintenance.

(5)

See “The Mortgage Loan” and “Mezzanine Loan and Preferred Equity” below for further discussion of additional debt.

(6)

See “Escrows and Reserves” below for further discussion of reserve requirements.

(7)

The increase in UW NOI over historical NOI is due to (i) the expiration of free rent for Owens & Minor Medical Inc., ICMA Retirement Corporation and other tenants, (ii) contractual rent steps through April 2019 for Hunton Andrews Kurth LLP (“Hunton”), Owens & Minor Medical Inc., ICMA Retirement Corporation, Private Advisors, LLC and other tenants, totaling $245,161, (iii) assuming straight line rent for investment grade tenants, Branch Banking & Trust Company (“BB&T”), Owens & Minor Medical Inc., Merrill Lynch Pierce Fenner, Raymond James & Associates Inc, and UBS Financial Services Inc., accounting for $490,303 in underwritten base rent in excess of the base rent per the underwritten rent roll dated March 28, 2018 and (iv) an additional lease to Owens & Minor Medical Inc. (11,425 SF) with a rent commencement date of August 2018 and annual underwritten base rent of $271,001.

(8)

Most Recent Occupancy excludes the space leased to Hilb Group Operating Co LLC (9,136 SF) as the tenant is currently dark and has a lease expiration date of May 31, 2026.

901-951 East Byrd Street

Richmond, VA 23219

Collateral Asset Summary – Loan No. 2

Riverfront Plaza

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$49,862,236

72.5%

1.49x

10.0%

The Mortgage Loan. The second largest mortgage loan (the “Riverfront Plaza Mortgage Loan”) is part of a whole loan (the “Riverfront Plaza Whole Loan”) evidenced by eight pari passu promissory notes with an aggregate original principal balance of $146,000,000. The Riverfront Plaza Whole Loan is secured by a first priority fee mortgage encumbering two 21-story Class A office buildings totaling 949,875 SF located in Richmond, Virginia (the “Riverfront Plaza Property”). Promissory Notes A-1 and A-4, with an aggregate original principal balance of $50,000,000, represent the Riverfront Plaza Mortgage Loan and will be included in the UBS 2018-C12 Trust. The Riverfront Plaza Whole Loan will be serviced pursuant to the pooling and servicing agreement for the UBS 2018-C12 Trust. The below table summarizes the remaining promissory notes, which are currently held by Natixis, and are expected to be contributed to one or more future securitization transactions. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans”, “The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

Riverfront Plaza Whole Loan Summary
Note	Original Balance	Cut-off Date Balance	Anticipated Note Holder	Controlling Piece
Note A-1	$30,000,000	$29,917,341	UBS 2018-C12	Yes
Note A-2	$30,000,000	$29,917,341	UBS 2018-C11	No
Note A-3	$20,000,000	$19,944,894	UBS 2018-C11	No
Note A-4	$20,000,000	$19,944,894	UBS 2018-C12	No
Note A-5	$15,000,000	$14,958,671	Natixis	No
Note A-6	$15,000,000	$14,958,671	Natixis	No
Note A-7	$10,000,000	$9,972,447	Natixis	No
Note A-8	$6,000,000	$5,983,468	Natixis	No
Total	$146,000,000	$145,597,728

The proceeds of the Riverfront Plaza Whole Loan and a mezzanine loan with an original principal balance of $25,000,000 (the “Riverfront Plaza Mezzanine Loan”), were used to refinance existing debt of approximately $132.6 million, fund reserves, pay closing costs and return approximately $25.0 million of equity to the borrower sponsor.

The Borrower and the Borrower Sponsor. The borrower is Richmond Riverfront Plaza, LP (the “Riverfront Plaza Borrower”), a single purpose Delaware limited partnership with a single purpose general partner, Hertz Richmond Riverfront Plaza, LLC, a Delaware limited liability company that has two independent directors. A non-consolidation opinion was delivered in connection with the origination of the Riverfront Plaza Whole Loan. Sarah Rachel Gordon, Isaac Hertz and William Z. Hertz are the guarantors of certain non-recourse carveouts under the Riverfront Plaza Whole Loan. The guarantors are heirs of Judah Hertz, the founder of the borrower sponsor, Hertz Investment Group (“Hertz”).

Founded in 1977 by Judah Hertz, Hertz is a fully integrated national real estate investment firm specializing in the acquisition, management and marketing of properties throughout the United States. Its investment model is to acquire best-in-class high-rise office buildings in the central business district of mid-sized cities throughout the U.S. that are positioned for growth. Currently, Hertz owns 65 buildings consisting of a total of approximately 20.0 million SF across 23 cities in 17 states, along with six parking facilities containing 5,518 spaces.

The Property. The Riverfront Plaza Property is comprised of two 21-story Class A office buildings totaling 949,875 SF situated on 3.79 acres in Richmond, Virginia. The Riverfront Plaza Property was constructed in 1990, renovated in 2014 and includes a five-level subterranean parking garage with 2,172 parking spaces resulting in a parking ratio of 2.3 spaces per 1,000 SF. Amenities at the Riverfront Plaza Property include a full-time concierge, 24-hour manned security, a complimentary tenant-only fitness center, a sundry shop, an onsite optician and optical center, bicycle parking, auto detailing shop, and a one-acre outdoor landscaped sculpture garden that is available to tenants for private functions. The Riverfront Plaza Property includes two expansive lobby areas in each tower that are adjoined by a three-story atrium featuring a 42-foot lighted barrel vaulted ceiling, providing a cross-over between the buildings via a breezeway. The lobbies are appointed with marble and granite finishes. Since acquiring the Riverfront Plaza Property in January 2016, the borrower sponsor has invested approximately $2.0 million in capital expenditures including elevator modernization, improvements to the conference center and restrooms, and roof replacements.

The Riverfront Plaza Property was 83.4% leased as of March 28, 2018 to 32 tenants, including financial institutions, national consulting firms and various law firms. The top three tenants at the Riverfront Plaza Property are Hunton (25.1% of NRA), BB&T (14.9% of NRA) and Owens & Minor Medical Inc. (9.0% of NRA). No other tenant represents more than 5.8% of NRA. Investment grade tenants represent approximately 31.9% of the Riverfront Plaza Property’s NRA and include BB&T (Fitch/Moody’s/S&P: A+/A2/A-), Owens & Minor Medical Inc. (Fitch/Moody’s/S&P: B+/B1/BB), Merrill Lynch Pierce Fenner (Fitch/S&P: A+/A+), Morgan Stanley Smith Barney (Fitch/Moody’s/S&P: A/A3/BBB+), UBS Financial Services Inc. (Fitch/Moody’s/S&P: AA-/A1/A+) and Raymond James & Associates Inc (Moody’s/S&P: Baa1/BBB+).

Major Tenants.

Hunton Andrews Kurth LLP (238,176 SF, 25.1% of NRA, 24.0% of underwritten base rent). In April 2018, Hunton & Williams merged with Andrews Kurth Kenyon to become Hunton Andrews Kurth LLP. Hunton Andrews Kurth LLP is a global law firm of more than 1,000 lawyers handling transactional, litigation and regulatory matters for clients in industries including energy, financial services, real estate, retail and consumer products and technology. Hunton Andrews Kurth LLP has 15 offices across the United States and five offices across Europe, the Middle East and Asia. Hunton occupies 238,176 SF at the Riverfront Plaza Property on a lease that commenced in 1990 and expires in June 2025 at a current base rent of $16.91 PSF, which increases 2.5% annually on July 1. Hunton has two, five-year renewal options remaining. Hunton has the right to terminate its lease with respect to approximately 5,115 SF on the plaza level of building I (the “Plaza Level Premises”) effective on the Plaza Level Termination Date (as defined below) by (i) delivering written notice to the landlord no later than 12 months prior to the intended termination date (the “Plaza Level Termination Date”) and (ii) paying a termination fee equal to (a) the unamortized portion of the cash inducements prorated for the Plaza Level Premises plus (b) the unamortized portion of the renovation allowance prorated for the Plaza Level Premises, which amounts will be amortized over the Plaza Level Premises lease term at a rate of 8% per annum.

Branch Banking & Trust Company (141,167 SF, 14.9% of NRA, 14.2% of underwritten base rent). BB&T (NYSE: BBT) (Fitch/Moody’s/S&P: A+/A2/A-) operates banking offices in more than 2,049 branches across 15 states and Washington D.C. as of December 31, 2017. BB&T, together with its subsidiaries, offers financial services including retail and commercial banking, investments, insurance, wealth management, asset management, mortgage,

901-951 East Byrd Street

Richmond, VA 23219

Collateral Asset Summary – Loan No. 2

Riverfront Plaza

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$49,862,236

72.5%

1.49x

10.0%

corporate banking, capital markets and specialized lending. BB&T has assets of approximately $220.7 billion as of third quarter 2017. BB&T occupies 141,167 SF at the Riverfront Plaza Property on a lease that commenced in 2010 and expires in August 2025. Excluding the ATM space, BB&T has a current base rent of $15.51 PSF, which increases 2.0% annually on September 1 of each year. If BB&T is acquired by another financial institution, BB&T has the right to terminate its lease on May 31, 2022 with 24 months’ notice and a termination fee consisting of two years of rent, reimbursements and the then-unamortized transaction costs. BB&T has two, five-year renewal options remaining.

Owens & Minor Medical Inc. (85,746 SF, 9.0% of NRA, 12.2% of underwritten base rent). Owens & Minor Medical Inc. (Fitch/Moody’s/S&P: B+/B1/BB) (NYSE: OMI) operates as a subsidiary of Owens & Minor, Inc. Owens & Minor, Inc., a Fortune 500 company, provides supply chain assistance to the providers of healthcare services and the manufacturers of healthcare products, supplies and devices. With networks in the United States and Europe, Owens & Minor, Inc. serves a customer base ranging from independent hospitals to large integrated healthcare systems, as well as group-purchasing organizations, healthcare products manufacturers, and the United States federal government. Owens & Minor, Inc.’s 2017 revenue was approximately $9.3 billion. Owens & Minor Medical Inc. occupies a total of 85,746 SF at the Riverfront Plaza Property with 74,321 SF having commenced December 2017 and 11,425 SF commencing August 2018 at a current base rent of $21.00 PSF, which increases 2.5% annually on January 1. Owens & Minor Medical Inc. has two, five-year renewal options remaining and no termination options.

ICMA Retirement Corporation (55,491 SF, 5.8% of NRA, 6.5% of underwritten base rent). ICMA Retirement Corporation was founded in 1972 through the assistance of a Ford Foundation grant, to provide portable retirement benefits for city and county managers, enabling accumulated retirement assets to be transferred between employers. Today, ICMA Retirement Corporation manages and administers more than $50.0 billion in assets and provides retirement plans and related services for more than one million participant accounts and over 9,000 plans across the United States. ICMA Retirement Corporation occupies 55,491 SF at the Riverfront Plaza Property on a lease that commenced in June 2017 and expires in May 2033 at a current base rent of $19.00 PSF, which increases 2.5% annually on June 1. ICMA Retirement Corporation has three, five-year renewal options remaining and no termination options.

The following table presents certain information relating to the leases at the Riverfront Plaza Property:

Tenant Summary
Tenant Name	Credit Rating (Fitch/Moody’s/S&P)⁽¹⁾	Tenant SF	Approximate % of SF	Annual UW Base Rent	% of Total Annual UW Base Rent	Annual UW Base Rent PSF⁽²⁾	Lease Expiration
Major Tenants
Hunton Andrews Kurth LLP⁽³⁾	NR/NR/NR	238,176	25.1%	$3,997,632	24.0%	$16.78	6/30/2025
Branch Banking & Trust Company⁽⁴⁾⁽⁵⁾	A+/A2/A-	141,167	14.9%	$2,365,403	14.2%	$16.76	8/31/2025
Owens & Minor Medical Inc.⁽⁵⁾⁽⁶⁾	B+/B1/BB	85,746	9.0%	$2,033,895	12.2%	$23.72	6/30/2028
ICMA Retirement Corporation⁽⁷⁾	NR/NR/NR	55,491	5.8%	$1,080,965	6.5%	$19.48	5/31/2033
Private Advisors, LLC⁽⁸⁾	NR/NR/NR	23,626	2.5%	$643,160	3.9%	$27.22	2/29/2024
Reed Smith LLP⁽⁹⁾	NR/NR/NR	23,164	2.4%	$567,518	3.4%	$24.50	4/30/2030
Merrill Lynch Pierce Fenner^(5)(10)	A+/NR/A+	22,970	2.4%	$659,698	4.0%	$28.72	10/31/2024
Morgan Stanley Smith Barney⁽¹¹⁾	A/A3/BBB+	22,773	2.4%	$705,280	4.2%	$30.97	9/30/2022
Subtotal/Wtd. Avg.		613,113	64.5%	$12,053,552	72.5%	$19.66
Remaining Tenants		179,425	18.9%	$4,576,917	27.5%	$25.51
Vacant⁽¹²⁾		157,337	16.6%	$0	0.0%	$0.00
Total/Wtd. Avg.		949,875	100.0%	$16,630,469	100.0%	$20.98

(1)

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

(2)

Wtd. Avg. Annual UW Base Rent PSF excludes vacant space.

(3)

Hunton has the right to terminate its lease with respect to the Plaza Level Premises effective on the Plaza Level Termination Date, subject to the payment of a termination fee equal to (a) the unamortized portion of the cash inducements prorated for the Plaza Level Premises plus (b) the unamortized portion of the renovation allowance prorated for the Plaza Level Premises, which amounts will be amortized over the Plaza Level Premises lease term at a rate of 8% per annum. Hunton has two, five-year renewal options remaining.

(4)

If BB&T is acquired by another financial institution, BB&T has the right to terminate its lease on May 31, 2022 with 24 months’ notice and payment of a termination fee consisting of two years of rent, reimbursements and the then-unamortized transaction costs. BB&T has two, five-year renewal options remaining.

(5)

Annual UW Base Rent for BB&T, Owens & Minor Medical Inc. and Merrill Lynch Pierce Fenner reflects the respective tenant’s average rent through lease expiration.

(6)

Owens & Minor Medical Inc. includes 11,425 SF of space commencing in August 2018 at a base rent of $21.00 PSF. Owens & Minor Medical Inc. has two, five-year renewal options remaining and no termination options.

(7)

ICMA Retirement Corporation has three, five-year renewal options remaining.

(8)

Private Advisors, LLC has a one-time option to terminate its lease on August 31, 2020 with 12 months’ notice and a termination fee of $531,104. Private Advisors, LLC has one, five-year renewal option remaining.

(9)

Reed Smith LLP has one, five-year renewal option remaining.

(10)

Merrill Lynch Pierce Fenner has a one-time option to terminate its lease on June 30, 2021 with 12 months’ notice and a termination fee consisting of three months of rent, reimbursements and the then-unamortized transaction costs. Merrill Lynch Pierce Fenner has two, five-year renewal options remaining.

(11)

Morgan Stanley Smith Barney has two, five-year renewal options remaining.

(12)

Includes the space leased to Hilb Group Operating Co LLC (9,136 SF) as vacant space. The space is currently dark and the lease has a lease expiration date of May 31, 2026.

901-951 East Byrd Street

Richmond, VA 23219

Collateral Asset Summary – Loan No. 2

Riverfront Plaza

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$49,862,236

72.5%

1.49x

10.0%

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

Lease Rollover Schedule⁽¹⁾⁽²⁾
Year	# of Leases Rolling	SF Rolling	Approx. % of Total SF Rolling	Approx. Cumulative % of SF Rolling	UW Base Rent PSF Rolling⁽³⁾	Total UW Base Rent Rolling	Approx. % of Total Base Rent Rolling	Approx. Cumulative % of Total Base Rent Rolling
MTM	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2018	1	1,461	0.2%	0.2%	$13.07	$19,095	0.1%	0.1%
2019	4	26,602	2.8%	3.0%	$27.63	$734,964	4.4%	4.5%
2020	4	23,926	2.5%	5.5%	$26.50	$634,038	3.8%	8.3%
2021	3	10,007	1.1%	6.5%	$25.18	$251,951	1.5%	9.9%
2022	2	30,474	3.2%	9.7%	$29.12	$887,331	5.3%	15.2%
2023	0	0	0.0%	9.7%	$0.00	$0	0.0%	15.2%
2024	8	83,064	8.7%	18.5%	$27.57	$2,289,921	13.8%	29.0%
2025	25	405,037	42.6%	61.1%	$17.31	$7,012,767	42.2%	71.1%
2026	1	9,004	0.9%	62.1%	$23.93	$215,466	1.3%	72.4%
2027	2	15,034	1.6%	63.7%	$22.89	$344,152	2.1%	74.5%
2028	7	99,510	10.5%	74.1%	$23.63	$2,351,227	14.1%	88.6%
2029 & Beyond	5	88,419	9.3%	83.4%	$21.37	$1,889,556	11.4%	100.0%
Vacant⁽⁴⁾	0	157,337	16.6%	100.0%	$0.00	$0	0.0%	100.0%
Total/Wtd. Avg.	62	949,875	100.0%		$20.98	$16,630,469	100.0%

(1)

Information is based on the underwritten rent roll.

(2)

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

(3)

Wtd. Avg. U/W Base Rent PSF Rolling excludes vacant space.

(4)

Includes the space leased to Hilb Group Operating Co LLC (9,136 SF) as vacant space. Hilb Group Operating Co LLC is currently dark and has a lease expiration date of May 31, 2026.

The Market. The Riverfront Plaza Property is located in the Richmond metropolitan statistical area (“Richmond MSA”). According to a third party market research report, the Richmond MSA has a 2018 estimated population of 1,293,241, which represents an average annual increase of 0.9% since 2010. The Richmond MSA benefits from a diverse economic base driven by the government, financial and professional services, education, and healthcare sectors. As home to Virginia’s state capital, the Richmond MSA contains the United States Court of Appeals for the Fourth Circuit, the Federal Reserve Bank of Richmond, the Fifth District of the Federal Reserve, the Supreme Court of Virginia, the Virginia General Assembly, and state and local courts. In addition, the Richmond MSA is home to colleges and universities, including Virginia Commonwealth University, the University of Richmond, Virginia Union University, and J. Sergeant Reynolds Community College. Richmond MSA’s largest employers include Capital One Financial Corporation, VCU Health System, Hospital Corporation of America, Bon Secours Health System, Inc., Wal-Mart Stores, Inc., Dominion Resources, Inc., Food Lion, SunTrust Banks, Inc., Altria Group and Amazon.

The Riverfront Plaza Property is located on East Byrd Street in downtown Richmond, Virginia, adjacent to the northeast of the James River. The Riverfront Plaza Property has frontage along East Byrd Street to the northeast, South 9th Street to the northwest, and South 10th Street to the southwest and southeast. The Riverfront Plaza Property is located adjacent to the Federal Reserve Bank of Richmond and four blocks from the Supreme Court of Virginia and US Court of Appeals. The Riverfront Plaza Property is located in close proximity to numerous parks including Brown’s Island, Belle Island, Gambles Hill Park and Kanawha Plaza.

According to a third party market research report, the Riverfront Plaza Property is located in the CBD office submarket, which contains approximately 10.5 million SF of office space with a vacancy rate of 8.8% and average asking rental rate of $21.84 PSF as of the fourth quarter of 2017. The Class A submarket contained approximately 5.4 million SF of office space with a vacancy rate of 10.7% and an average asking rental rate of $24.25 PSF as of the fourth quarter of 2017. According to a third party market research report, the estimated 2018 population within a one-, three- and five-mile radius of the Riverfront Plaza Property was 19,190, 132,053 and 255,421, respectively, and the 2018 estimated average household income within the same one-, three- and five-mile radius was $54,573, $59,106 and $65,231, respectively.

The appraisal identified seven competitive properties built between 1973 and 2010 ranging in size from approximately 207,000 SF to 509,229 SF. The appraisal’s competitive set reported rent from $20.25 PSF to $25.50 PSF with an average rent of $22.01 PSF. The appraisal concluded a market rent of $23.50 PSF for the office space and $16.00 PSF for the 1,461 SF ground floor retail space currently leased to Riverfront Optical.

901-951 East Byrd Street

Richmond, VA 23219

Collateral Asset Summary – Loan No. 2

Riverfront Plaza

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$49,862,236

72.5%

1.49x

10.0%

The following table presents recent leasing data at competitive office buildings with respect to the Riverfront Plaza Property:

Comparable Office Leases
Property Name/Address	Year Built/ Renovated	Size (SF)	Tenant Name	Lease Size (SF)	Lease Date	Lease Term (Yrs.)	Rent/SF	Lease Type
Riverfront Plaza Property 901-951 East Byrd Street Richmond, VA	1990/2014	949,875⁽¹⁾	ICMA Retirement Corporation⁽¹⁾	55,491⁽¹⁾	June 2017⁽¹⁾	16.0⁽¹⁾	$19.48⁽¹⁾	Modified
Riverside 1101 Haxall Point Richmond, VA	2005/N/A	263,752	Envera	26,632	October 2017	10.0	$24.52	Modified
James Center 1 901 E. Cary Street Richmond, VA	1985/2001	426,096	Xenith Bank	21,039	October 2017	8.0	$20.25	Modified
James Center 2 1021 E. Cary Street Richmond, VA	1987/NAV	340,979	Wealthcare Capital	5,825	March 2017	5.0	$21.00	Full Service Gross
Westrock 501 S. 5th Street Richmond, VA	2008/N/A	310,950	CoStar	65,163	October 2016	10.0	$25.50	Gross
SunTrust 900 E. Cary Street Richmond, VA	1983/NAV	458,229	Virginia Poverty Law Center	2,938	October 2017	5.0	$21.07	Modified
Bank of America 1111 E. Main Street Richmond, VA	1973/2016	509,229	Virginia Resources Authority	5,467	June 2017	7.1	$20.75	Modified
Williams Mullen Center 200 S. 10th Street Richmond, VA	2010/N/A	207,000	Capital One	13,063	July 2017	5.0	$21.00	Modified

Source: Appraisal

(1)

Based on the underwritten rent roll.

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

Cash Flow Analysis
	2015	2016	2017	1/31/2018 TTM	UW	UW PSF
Gross Potential Rent⁽¹⁾	$13,842,597	$12,506,064	$12,278,011	$12,455,853	$20,245,824	$21.31
Total Recoveries	$7,120,219	$6,398,768	$5,954,038	$6,040,418	$5,707,648	$6.01
Other Income⁽²⁾	($5,025,373)	$182,496	$165,807	$165,057	$165,057	$0.17
Less Vacancy & Credit Loss	($131,768)	$0	$0	$0	($3,615,355)	($3.81)
Effective Gross Income	$15,805,675	$19,087,328	$18,397,856	$18,661,328	$22,503,174	$23.69
Total Operating Expenses	$10,207,885	$8,714,695	$8,276,354	$8,267,688	$7,997,506	$8.42
Net Operating Income⁽¹⁾	$5,597,790	$10,372,633	$10,121,502	$10,393,640	$14,505,668	$15.27
Capital Expenditures	$0	$0	$0	$0	$142,481	$0.15
TI/LC	$0	$0	$0	$0	$649,875	$0.68
Net Cash Flow	$5,597,790	$10,372,633	$10,121,502	$10,393,640	$13,713,312	$14.44

Occupancy %⁽³⁾	72.0%	67.8%	76.7%	84.5%	86.2%
NOI DSCR⁽⁴⁾	0.61x	1.13x	1.10x	1.13x	1.58x
NCF DSCR⁽⁴⁾	0.61x	1.13x	1.10x	1.13x	1.49x
NOI Debt Yield⁽⁴⁾	3.8%	7.1%	7.0%	7.1%	10.0%
NCF Debt Yield⁽⁴⁾	3.8%	7.1%	7.0%	7.1%	9.4%

(1)

The increase in UW Net Operating Income over historical Net Operating Income is due to (i) the expiration of free rent for Owens & Minor Medical Inc., ICMA Retirement Corporation and other tenants, (ii) contractual rent steps through April 2019 for Hunton, Owens & Minor Medical Inc., ICMA Retirement Corporation, Private Advisors, LLC and other tenants, totaling $245,161, (iii) assuming straight line rent for investment grade tenants, BB&T, Owens & Minor Medical Inc., Merrill Lynch Pierce Fenner, Raymond James & Associates Inc, and UBS Financial Services Inc., accounting for $490,303 in underwritten base rent in excess of the base rent per the underwritten rent roll dated March 28, 2018 and (iv) an additional lease to Owens & Minor Medical Inc. (11,425 SF) with a rent commencement date of August 2018 and annual underwritten base rent of $271,001. Clauses (ii) through (iv) above are included in UW Gross Potential Rent.

(2)

2015 Other Income includes storage, satellite, telecom, fitness center, event fees and termination payments.

(3)

UW Occupancy % is based on underwritten economic vacancy of 13.8%. The Riverfront Plaza Property was 83.4% leased as of March 28, 2018.

(4)

The debt service coverage ratios and debt yields are based on the Riverfront Plaza Whole Loan.

901-951 East Byrd Street

Richmond, VA 23219

Collateral Asset Summary – Loan No. 2

Riverfront Plaza

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$49,862,236

72.5%

1.49x

10.0%

Escrows and Reserves. The Riverfront Plaza Borrower deposited in escrow at origination (i) $1,083,451 for real estate taxes, (ii) $29,174 for insurance premiums, (iii) $14,300 for deferred maintenance, (iv) $3,000,000 for tenant improvements and leasing commissions, (v) $7,548,734 for unfunded obligations with respect to outstanding tenant improvements ($6,220,283) and leasing commissions ($1,328,451) and (vi) $55,264 for outstanding free rent with respect to the ICF Consulting Group Inc. lease. The Riverfront Plaza Borrower is required to escrow monthly (i) 1/12 of the real estate taxes, currently equal to $180,575, (ii) 1/12 of the insurance premiums, provided, however, that such obligation will be suspended so long as: (a) no event of default is continuing, (b) a blanket or umbrella insurance policy is in place, (c) the Riverfront Plaza Borrower provides the lender with evidence of renewal of such policy no later than 10 days prior to the expiration of the policy and 30 days prior to the delinquency of payment on such policy, as applicable, and (d) the Riverfront Plaza Borrower has deposited and at all times maintained, an amount equal to 1/4 of the annual insurance premiums the lender estimates would be payable to maintain all policies covered by the blanket or umbrella policy approved by the lender, and (iii) $11,873 for replacement reserves. In addition, the Riverfront Plaza Borrower is required to escrow $98,945 monthly into a TI/LC reserve in the event the balance of the TI/LC reserve falls below $2,849,625, until such time the balance equals $5,699,250.

Lockbox and Cash Management. A hard lockbox and upfront cash management is in place with respect to the Riverfront Plaza Whole Loan. Pursuant to the Riverfront Plaza Whole Loan documents, all excess funds on deposit (after payment of monthly reserve deposits, debt service payment, cash management bank fees, and mezzanine loan debt service) will be applied as follows: (a) during the continuation of a Primary Tenant Sweep Period (as defined below), to the Primary Tenant (as defined below) reserve account, (b) during the continuation of a Cash Sweep Trigger Event (as defined below), to a lender-controlled excess cash flow subaccount as additional collateral, and (c) if neither a Primary Tenant Sweep Period nor a Cash Sweep Trigger Event is continuing, to the Riverfront Plaza Borrower. Provided no Cash Sweep Trigger Event (as defined below) exists, all excess cash flow in the lockbox account after payment of all sums due and payable under the Riverfront Plaza Whole Loan documents will be remitted to the Riverfront Plaza Borrower.

A “Cash Sweep Trigger Event” will occur upon (i) an event of default, (ii) an event of default under the Riverfront Plaza Mezzanine Loan, (iii) commencing with the calendar quarter ending September 30, 2019, the debt service coverage ratio based on the trailing 12-month period falling below 1.05x at the end of any calendar quarter, or (iv) a Primary Tenant Sweep Period. A Cash Sweep Trigger Event will continue until in regard to clause (i) above, a cure of the applicable event of default as accepted by the lender, in regard to clause (ii) above, a cure of the applicable event of default as accepted by the mezzanine lender, in regard to clause (iii) above, the debt service coverage based on the trailing 12-month period is not less than 1.05x for one calendar quarter, or in regard to clause (iv) above, a Primary Tenant Sweep Period cure.

A “Primary Tenant Sweep Period” will occur upon (i) any Primary Tenant giving written notice of its intent to terminate its lease, (ii) any Primary Tenant becoming insolvent or a debtor in any bankruptcy action, (iii) any Primary Tenant “going dark” with respect to 50% or more of its Primary Tenant space at the Riverfront Plaza Property or (iv) a monetary or material non-monetary event of default under the applicable Primary Tenant’s lease. With respect to Hunton or BB&T, a Primary Tenant Sweep Period will also occur upon the earlier of (a) the date Hunton or BB&T gives written notice of its intent to terminate or not renew at least 80% of its respective current space or (b) 18 months prior to the expiration date of Hunton’s lease or 12 months prior to the expiration date of BB&T’s lease. A Primary Tenant Sweep Period will continue until, in regard to clause (i) above, the applicable Primary Tenant has revoked or rescinded its notice of termination or the Riverfront Plaza Borrower enters into one or more new leases with an acceptable replacement tenant or tenants for a term of no less than three years, provided that, such replacement leases result in an occupancy of either (x) 80% of the applicable Primary Tenant space being leased or (y) such portion of the applicable Primary Tenant space results in an occupancy of at least 85% for the entire Riverfront Plaza Property (a “Primary Tenant Replacement Event”), in regard to clause (ii) above, the bankruptcy action is dismissed and the applicable Primary Tenant lease is affirmed or a Primary Tenant Replacement Event occurs, in regard to clause (iii) above, the applicable Primary Tenant re-opens for business in the majority of the applicable Primary Tenant premises for a continuous period of no less than three months or a Primary Tenant Replacement Event occurs, or in regard to clause (iv) above, the monetary or material non-monetary event of default is cured or a Primary Tenant Replacement Event occurs. With respect to the events described above relating to Hunton or BB&T, a Primary Tenant Sweep Period will continue until either (A) the applicable Primary Tenant’s lease is renewed in accordance with its terms (provided that such renewal need only apply to 80% of it space) for a term of no less than three years or (B) a Primary Tenant Replacement Event occurs.

A “Primary Tenant” means either (i) initially Hunton (or any acceptable replacement tenant occupying all or substantially all of the Hunton space) or (ii) initially BB&T (or any acceptable replacement tenant occupying all or substantially all of the BB&T space).

Additional Secured Indebtedness (not including trade debts). Not permitted.

Mezzanine Loan and Preferred Equity. The Riverfront Plaza Mezzanine Loan is secured by the direct and indirect equity ownership in the Riverfront Plaza Borrower. The Riverfront Plaza Mezzanine Loan has an original principal balance $25,000,000, has a current principal balance as of the cut-off date of $24,931,118, a coupon of 10.5000% per annum and is coterminous with the Riverfront Plaza Whole Loan. Including the Riverfront Plaza Whole Loan and the Riverfront Plaza Mezzanine Loan, the cumulative Cut-off Date LTV Ratio, cumulative UW NCF DSCR and cumulative UW NOI Debt Yield are 84.9%, 1.13x and 8.5%, respectively. The Riverfront Plaza Whole Loan lender and Riverfront Plaza Mezzanine Loan lender have entered into an intercreditor agreement.

Release of Property. Not permitted.

Terrorism Insurance. The Riverfront Plaza Borrower is required to obtain and maintain property insurance, commercial general liability insurance, and business income insurance that covers perils of terrorism and acts of terrorism, both foreign and domestic.

(THIS PAGE INTENTIONALLY LEFT BLANK)

354, 360, 500 and 500A Merrimack Street

Lawrence, MA 01843

Collateral Asset Summary – Loan No. 3

Riverwalk

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$45,000,000

69.0%

1.34x

9.2%

(GRAPHIC)

354, 360, 500 and 500A Merrimack Street

Lawrence, MA 01843

Collateral Asset Summary – Loan No. 3

Riverwalk

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$45,000,000

69.0%

1.34x

9.2%

(GRAPHIC)

354, 360, 500 and 500A Merrimack Street

Lawrence, MA 01843

Collateral Asset Summary – Loan No. 3

Riverwalk

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$45,000,000

69.0%

1.34x

9.2%

Mortgage Loan Information				Property Information
Mortgage Loan Seller:	CCRE			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/KBRA/Moody’s):	NR/NR/NR			Location:	Lawrence, MA 01843
Credit Assessment (Fitch/KBRA/Moody’s):	NR/NR/NR			General Property Type:	Office
Original Balance⁽¹⁾:	$45,000,000			Detailed Property Type:	Suburban
Cut-off Date Balance⁽¹⁾:	$45,000,000			Title Vesting:	Fee Simple
% of Initial Pool Balance:	5.6%			Year Built/Renovated:	1901, 2007/ 2007
Loan Purpose:	Refinance			Size⁽⁴⁾:	630,379 SF
Borrower Sponsor:	Salvatore N. Lupoli			Cut-off Date Balance per SF⁽¹⁾:	$128
Mortgage Rate:	5.1760%			Maturity Date Balance per SF⁽¹⁾:	$114
Note Date:	6/5/2018			Property Manager:	JeNet Management, LLC
First Payment Date:	7/6/2018
Maturity Date:	6/6/2028
Original Term to Maturity:	120 months
Original Amortization Term:	360 months
IO Period:	36 months			Underwriting and Financial Information
Seasoning:	2 months			UW NOI⁽⁵⁾:	$7,442,223
Prepayment Provisions⁽²⁾:	LO (26); DEF (91); O (3)			UW NOI Debt Yield⁽¹⁾:	9.2%
Lockbox/Cash Mgmt Status:	Springing/Springing			UW NOI Debt Yield at Maturity⁽¹⁾:	10.4%
Additional Debt Type⁽¹⁾:	Pari Passu			UW NCF DSCR⁽¹⁾:	1.68x (IO) 1.34x (P&I)
Additional Debt Balance⁽¹⁾:	$35,700,000			Most Recent NOI⁽⁵⁾:	$6,584,746 (3/31/2018 TTM)
Future Debt Permitted (Type):	No (N/A)			2nd Most Recent NOI:	$6,621,759 (12/31/2017)
Reserves⁽³⁾				3rd Most Recent NOI:	$6,330,705 (12/31/2016)
Type	Initial	Monthly	Cap	Most Recent Occupancy:	93.0% (6/18/2018)
RE Tax:	$0	Springing	N/A	2nd Most Recent Occupancy:	93.8% (12/31/2017)
Insurance:	$0	Springing	N/A	3rd Most Recent Occupancy:	95.1% (12/31/2016)
Replacements:	$270,000	Springing	$270,000	Appraised Value (as of):	$117,000,000 (4/23/2018)
TI/LC:	$2,000,000	Springing	$1,200,000	Cut-off Date LTV Ratio⁽¹⁾:	69.0%
Free Rent:	$124,344	$0	N/A	Maturity Date LTV Ratio⁽¹⁾:	61.3%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount⁽¹⁾:	$80,700,000	100.0%	Loan Payoff:	$44,202,773	54.8%
			Return of Equity:	$33,184,676	41.1%
			Reserves:	$2,394,344	3.0%
			Closing Costs:	$918,207	1.1%
Total Sources:	$80,700,000	100.0%	Total Uses:	$80,700,000	100.0%

(1)

The Riverwalk Mortgage Loan (as defined below) is part of the Riverwalk Whole Loan (as defined below), which is comprised of six pari passu promissory notes with an aggregate original principal balance of $80,700,000. The Cut-off Date Balance per SF, Maturity Date Balance per SF, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio presented above are based on the aggregate principal balance of the promissory notes comprising the Riverwalk Whole Loan.

(2)

Prior to the open prepayment date of April 6, 2028, the Riverwalk Borrower (as defined below) has the right to defease the Riverwalk Whole Loan after the earlier to occur of (a) July 6, 2021 and (b) the first monthly payment date following the end of the two-year period commencing on the closing date of the securitization of the last Riverwalk Whole Loan promissory note (the “Permitted Defeasance Date”). The assumed lockout period of 26 payments is based on the closing date of this transaction in August 2018. Partial Release is permitted. See “Release of Property” below.

(3)

See “Escrows and Reserves” below for further discussion of reserve requirements.

(4)

The Riverwalk Property consists of 494,209 SF of office space (78.4% of NRA), 65,486 SF of retail space (10.4% of NRA) and 70,684 SF of industrial space (11.2% of NRA).

(5)

The increase from Most Recent NOI to UW NOI is primarily a result of (i) affiliate lease spaces that were not included historical operating statements and (ii) recent leasing activity in 2018.

The Mortgage Loan. The third largest mortgage loan (the “Riverwalk Mortgage Loan”) is part of a whole loan (the “Riverwalk Whole Loan”) evidenced by six pari passu promissory notes with an aggregate original principal balance of $80,700,000. The Riverwalk Whole Loan is secured by a first priority mortgage encumbering the Riverwalk Borrower’s fee interest in four Class A suburban office building properties totaling 630,379 SF located in the Lawrence, Massachusetts (collectively, the “Riverwalk Property”).

Promissory Notes A-1 and A-2, with an aggregate original principal balance of $45,000,000, collectively represent the Riverwalk Mortgage Loan, and will be included in the UBS 2018-C12 Trust. The Riverwalk Whole Loan will be serviced pursuant to the pooling and servicing agreement for the UBS 2018-C12 Trust. The below table summarizes the remaining promissory notes, which are currently held by CCRE and are expected to be contributed to the CD 2018-C7 securitization transaction. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

354, 360, 500 and 500A Merrimack Street

Lawrence, MA 01843

Collateral Asset Summary – Loan No. 3

Riverwalk

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$45,000,000

69.0%

1.34x

9.2%

Riverwalk Whole Loan Summary
Note	Original Balance	Cut-off Date Balance	Anticipated Note Holder	Controlling Piece
Note A-1	$25,000,000	$25,000,000	UBS 2018-C12	Yes
Note A-2	$20,000,000	$20,000,000	UBS 2018-C12	No
Note A-3	$15,000,000	$15,000,000	CD 2018-CD7⁽¹⁾	No
Note A-4	$10,000,000	$10,000,000	CD 2018-CD7⁽¹⁾	No
Note A-5	$5,700,000	$5,700,000	CD 2018-CD7⁽¹⁾	No
Note A-6	$5,000,000	$5,000,000	CD 2018-CD7⁽¹⁾	No
Total	$80,700,000	$80,700,000

(1)

Note A-3, Note A-4, Note A-5 and Note A-6 are currently held by CCRE. The CD 2018-CD7 securitization transaction is scheduled to close on or about August 23, 2018.

The proceeds of the Riverwalk Whole Loan were used to refinance the Riverwalk Property, fund reserves, pay closing costs and return equity to the borrower sponsor.

The Borrowers and the Borrower Sponsor. The borrowers are 500 Riverwalk LLC (the owner of the 500 Merrimack Property), S & N Lawrence Realty, LLC (the owner of the 354 Merrimack Property) and Riverwalk Partners LLC (the owner of the 360-370 Merrimack Property) (collectively, the “Riverwalk Borrower”), each a single-purpose Massachusetts limited liability company structured to be bankruptcy remote with two independent directors. Legal counsel to the Riverwalk Borrower delivered a non-consolidation opinion in connection with the origination of the Riverwalk Whole Loan. The non-recourse carveout guarantor and borrower sponsor of the Riverwalk Whole Loan is Salvatore N. Lupoli.

Salvatore N. Lupoli is the CEO and President of Lupoli Companies, which consists of Lupoli Development and Lupoli Hospitality. Lupoli Development has developed over 4.0 million SF of office, retail, residential and mixed-use space in Massachusetts and New Hampshire. Prior to starting Lupoli Development, Mr. Lupoli founded Sal’s Pizza, an Italian restaurant concept with over 40 locations throughout New England.

The Property.

The Riverwalk Property is comprised of four office buildings totaling 630,379 SF that are located at 354 Merrimack Street (the “354 Merrimack Property), 360-370 Merrimack Street (the “360-370 Merrimack Property”), and 500 Merrimack Street (two buildings) (the “500 Merrimack Property”), each of which is located along the Merrimack River and within the Riverwalk Development in Lawrence, Massachusetts. The Riverwalk Development is a 3.6 million live-work-play campus, comprised of over 1.1 million SF of office space with more than 125 companies and two multifamily properties totaling over 250 units. The Riverwalk Development buildings were originally developed in 1853, as part of the Pacific Mills complex, and were most recently renovated in 2015-2018. As of June 2018, the Riverwalk Development reported 93.8% and 96.6% occupancy rates for the office and multifamily spaces, respectively.

The Riverwalk Property consists of 494,209 SF of office space (78.4% of NRA), 65,486 SF of retail space (10.4% of NRA), and 70,684 SF of industrial space (11.2% of NRA).

The buildings located at 500 Merrimack Street consist of two separate structures, which are subject to a condominium regime. The first structure includes condominium units 1, 2 and 3 and the second structure (“Structure 2”) includes condominium units 4 and 5. The Riverwalk Borrower owns, and the 500 Merrimack Property consists of, condominium units 1, 3, 4 and 5. Unit 2 is not collateral for the Riverwalk Whole Loan.

As of June 18, 2018, the Riverwalk Property was 93.0% occupied by 77 tenants with no tenant occupying more than 12.4% of NRA. There are 1,841 parking spaces (2.9 spaces per 1,000 SF), of which 120 are in a subterranean garage.

Historical Occupancy⁽¹⁾
2009	2010	2011	2012	2013	2014	2015	2016	2017	6/18/18 ⁽²⁾
95.3%	97.1%	96.7%	95.0%	94.4%	97.2%	94.6%	95.1%	93.8%	93.0%

(1)

Information is provided by the Riverwalk Borrower.

(2)

Information is based on the underwritten rent roll.

Major Tenants.

Solectria Renewables, LLC (“Solectria”) (78,410 SF, 12.4% of NRA, 7.7% of underwritten base rent). Headquartered at the Riverwalk Property, Solectria manufactures photovoltaic inverters, string combiners, and web-based monitoring systems for residential, commercial, and utility-scale solar projects. In addition, it offers training services at trade shows, conferences, and other events on its products for installers, electricians, and other professionals. The company was founded in 2005 and is based in Lawrence, Massachusetts with manufacturing operations in the United States, India, and China. Since September 3, 2014, Solectria has operated as a subsidiary of Yaskawa America, Inc. Solectria has been a tenant at the Riverwalk Property since 2005 and has invested nearly $3.0 million into its space. Solectria currently occupies 78,410 SF through March 2019 and pays an average UW base rent of $9.00 PSF with no renewal or termination options.

Partners Community Healthcare (48,892 SF, 7.8% of NRA, 15.2% of underwritten base rent). Founded in 1994 by Brigham and Women’s Hospital and Massachusetts General Hospital, Partners Community Healthcare includes community and specialty hospitals, a managed care organization, a physician network, community health centers, home care and other health-related entities. Partners Community Healthcare has been a tenant at the Riverwalk Property since 2007. Partners Community Healthcare currently occupies 48,892 SF through November 2019 and pays an average UW base rent of $28.49 PSF with two, five-year renewal options and no termination options remaining.

Home Health VNA (34,252 SF, 5.4% of NRA, 5.6% of underwritten base rent). Home Health VNA provides state-of-the-art medical care and supportive services for patients in home. Home Health VNA, along with Merrimack Valley Hospice and HomeCare, Inc., represent the Home Health Foundation, which serves more than 100 cities in Merrimack Valley, Northern Massachusetts and Southern New Hampshire. Home Health VNA has been a tenant at

354, 360, 500 and 500A Merrimack Street

Lawrence, MA 01843

Collateral Asset Summary – Loan No. 3

Riverwalk

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$45,000,000

69.0%

1.34x

9.2%

the Riverwalk Property since 2009. Home Health VNA currently occupies 34,252 SF through October 2025 and pays an average UW base rent of $15.00 PSF with one, five-year renewal option and no termination options remaining.

The following table presents certain information relating to the leases at the Riverwalk Property:

Tenant Summary⁽¹⁾
Tenant Name	Credit Rating (Fitch/Moody’s/S&P)	Tenant SF⁽²⁾	Approximate % of SF	Annual UW Base Rent	% of Total Annual UW Base Rent	Annual UW Base Rent PSF⁽³⁾	Lease Expiration
Solectria⁽⁴⁾	NR/NR/NR	78,410	12.4%	$705,690	7.7%	$9.00	3/1/2019
Partners Community Healthcare	NR/NR/NR	48,892	7.8%	$1,392,966	15.2%	$28.49	11/1/2019
Home Health VNA⁽⁵⁾	NR/NR/NR	34,252	5.4%	$513,780	5.6%	$15.00	10/15/2025
Jaybird & Mais	NR/NR/NR	33,786	5.4%	$333,806	3.6%	$9.88	12/1/2021
Select One Construction⁽⁶⁾	NR/NR/NR	31,000	4.9%	$542,500	5.9%	$17.50	4/30/2033
Subtotal/Wtd. Avg.		226,340	35.9%	$3,488,741	38.1%	$15.41
Remaining Tenants		359,669	57.1%	$5,679,560	61.9%	$15.79
Vacant Space		44,370	7.0%	$0	0.0%	$0.00
Total/Wtd. Avg.		630,379	100.0%	$9,168,301	100.0%	$15.65

(1)

Information is based on the underwritten rent roll.

(2)

Approximately 6.3% of NRA is leased to an affiliate of the borrower sponsor.

(3)

Wtd. Avg. Annual UW Base Rent PSF excludes vacant space.

(4)

Solectria is in a reduced rent period through March 2019. At origination, the Riverwalk Borrower deposited $35,740 in connection with this reduced rent period.

(5)

Home Health VNA is in a reduced rent period through September 2020. At origination, the Riverwalk Borrower deposited $88,603 in connection with this reduced rent period.

(6)

Select One Construction is affiliated with the Riverwalk Borrower.

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

Lease Rollover Schedule⁽¹⁾⁽²⁾
Year	# of Leases Rolling	SF Rolling⁽³⁾	Approx. % of Total SF Rolling	Approx. Cumulative % of SF Rolling	UW Base Rent PSF Rolling⁽⁴⁾	Total UW Base Rent Rolling	Approx. % of Total Base Rent Rolling	Approx. Cumulative % of Total Base Rent Rolling
MTM	5	8,920	1.4%	1.4%	$12.66	$112,892	1.2%	1.2%
2018	9	51,492	8.2%	9.6%	$17.37	$894,628	9.8%	11.0%
2019	39	206,416	32.7%	42.3%	$16.28	$3,360,172	36.6%	47.6%
2020	8	53,545	8.5%	50.8%	$15.95	$853,821	9.3%	57.0%
2021	9	81,985	13.0%	63.8%	$12.79	$1,048,922	11.4%	68.4%
2022	8	23,903	3.8%	67.6%	$17.20	$411,205	4.5%	72.9%
2023	6	33,372	5.3%	72.9%	$21.67	$723,163	7.9%	80.8%
2024	3	24,538	3.9%	76.8%	$14.31	$351,099	3.8%	84.6%
2025	2	61,838	9.8%	86.6%	$11.52	$712,399	7.8%	92.4%
2026	0	0	0.0%	86.6%	$0.00	$0	0.0%	92.4%
2027	0	0	0.0%	86.6%	$0.00	$0	0.0%	92.4%
2028	0	0	0.0%	86.6%	$0.00	$0	0.0%	92.4%
2029 & Beyond	3	40,000	6.3%	93.0%	$17.50	$700,000	7.6%	100.0%
Vacant	0	44,370	7.0%	100.0%	$0.00	$0	0.0%	100.0%
Total/Wtd. Avg.	92	630,379	100.0%		$15.65	$9,168,301	100.0%

(1)

Information is based on the underwritten rent roll.

(2)

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

(3)

Approximately 6.3% of NRA is leased to an affiliate of the borrower sponsor.

(4)

Wtd. Avg. UW Base Rent PSF Rolling excludes vacant space.

The Market. The Riverwalk Property is located off Interstate 495 in Lawrence, Massachusetts, within Essex County, which is part of the Boston Metropolitan Area. Lawrence is a city located approximately 10 miles southwest of Haverhill, 20 miles northwest of Salem, and 29 miles north of Boston. Major highways serving the city include the aforementioned Interstate 495 and State Route 28. Air transportation is provided by Lawrence Municipal Airport, located approximately three miles northeast of the city’s central business district. The Greater Boston Area is the 10^th largest metropolitan area in the United States, with a population of approximately 4.7 million people.

Lawrence is an urban city, with a manufacturing-based economy that accounts for 35% of the city’s land use. The city is a textile hub, with Malden Mills, KGR Incorporated, Cardinal Shoe, and Grieco Brothers as the most notable companies in the industry. Most of the industrial uses in the city are concentrated along the Merrimack River with an industrial park located in the southwestern portion of the city. Large industries in the city include the healthcare, technology and wholesale/retail trade industries. Lawrence is home to Lawrence General Hospital, a private non-profit community hospital with

354, 360, 500 and 500A Merrimack Street

Lawrence, MA 01843

Collateral Asset Summary – Loan No. 3

Riverwalk

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$45,000,000

69.0%

1.34x

9.2%

a total of 189 staffed beds. Retail presence is primarily concentrated within the central business district of Lawrence and along State Route 28, featuring restaurants, offices, car dealerships, big box retailers, and locally owned retail businesses.

According to a third party research report, the 2017 population within a one-, three- and five-mile radius of the Riverwalk Property is 27,739, 139,213 and 191,995, respectively. The 2017 average household income within a one-, three- and five-mile radius of the Riverwalk Property is $56,969, $77,416 and $95,333, respectively.

The Riverwalk Property is located in the Lawrence/Andover office submarket. According to a third party market research report, in 2017 the Lawrence/Andover office market contained 13,600,136 SF of inventory with 88,000 SF of planned new construction and experienced a positive net absorption of 465,390 SF during 2017. As of the end of 2017, average asking rental rate was $19.29 PSF and the overall vacancy rate was 14.6%, compared to the Riverwalk Property’ average underwritten rental rate of $15.65 PSF and 7.0% vacancy rate. As of June 2018, the greater Riverwalk Development reported 93.8% and 96.6% occupancy rates for the office and multifamily spaces, respectively. The appraiser concluded a 6.0% vacancy rate for the Riverwalk Property.

Market Rent Conclusions
Category	Size (SF)	Occupancy	In-Place Rent	Market Rent	In-Place vs. Market Rent
Office	459,317	92.0%	$15.69	$17.50	-10.4%
Retail	65,486	96.9%	$12.78	$17.77	-28.1%
Medical Office	34,892	100.0%	$31.12	$28.00	11.2%
Industrial	70,684	100.0%	$9.36	$17.50	-46.5%
Total	630,379	93.9%	$15.53	$18.11	-14.2%

Source: Appraisal

Cash Flow Analysis
	2015	2016	2017	3/31/2018 TTM⁽¹⁾	UW⁽¹⁾	UW PSF
Gross Potential Rent⁽²⁾	$7,789,846	$7,996,081	$8,293,008	$8,299,186	$9,909,312	$15.72
Total Recoveries	$1,151,485	$1,357,747	$1,301,554	$1,323,942	$1,595,014	$2.53
Other Income	$0	$0	$0	$0	$83,402	$0.13
Less Vacancy & Credit Loss⁽²⁾	$0	$0	$0	$0	($759,521)	($1.20)
Effective Gross Income	$8,941,331	$9,353,828	$9,594,562	$9,623,128	$10,828,207	$17.18
Total Operating Expenses	$2,878,047	$3,023,123	$2,972,803	$3,038,382	$3,385,984	$5.37
Net Operating Income	$6,063,284	$6,330,705	$6,621,759	$6,584,746	$7,442,223	$11.81
Capital Expenditures	$0	$0	$0	$0	$63,038	$0.10
TI/LC	$0	$0	$0	$0	$252,152	$0.40
Net Cash Flow	$6,063,284	$6,330,705	$6,621,759	$6,584,746	$7,127,034	$11.31

Occupancy %	94.6%	95.1%	93.8%	95.0%	93.4%⁽³⁾
NOI DSCR (P&I)⁽⁴⁾	1.14x	1.19x	1.25x	1.24x	1.40x
NCF DSCR (P&I)⁽⁴⁾	1.14x	1.19x	1.25x	1.24x	1.34x
NOI Debt Yield⁽⁴⁾	7.5%	7.8%	8.2%	8.2%	9.2%
NCF Debt Yield⁽⁴⁾	7.5%	7.8%	8.2%	8.2%	8.8%

(1)

The increase from 3/31/2018 TTM NOI to UW NOI is primarily a result of (i) affiliate lease spaces that were not included in historical operating statements and (ii) recent leasing activity in 2018. Approximately 6.3% of NRA is leased to an affiliate of the borrower sponsor.

(2)

UW Gross Potential Rent is based on the underwritten rent roll and includes vacancy gross up of $741,011 and rent steps through July 2019 of $121,708

(3)

UW Occupancy % is based on in-place economic vacancy of 6.6%. As of June 18, 2018, the Riverwalk Property was 93.0% leased.

(4)

Debt service coverage ratios and debt yields are based on the Riverwalk Whole Loan.

Escrows and Reserves. At origination, the Riverwalk Borrower deposited (i) $2,000,000 for tenant improvements and leasing commissions, (ii) $270,000 for capital expenditures, and (iii) $124,344 for reduced rent associated with Home Health VNA ($88,603) and Solectria ($35,740).

The Riverwalk Borrower is required to escrow monthly 1/12 of the annual estimated tax payments and 1/12 of the annual insurance premiums, provided, however, that such monthly escrow requirements will be waived so long as (i) with respect the to the tax escrow, the Riverwalk Borrower has provided evidence to the lender that is has paid all taxes directly to the applicable government authority and (ii) with respect to the insurance premiums, the Riverwalk Property is covered under a blanket insurance policy approved by the lender and such blanket insurance is in full force and effect.

In addition, the Riverwalk Borrower is required to escrow monthly, (i) replacement reserves of $8,005 in the event that the balance of the replacement reserve account is less than $90,000, subject to a cap of $270,000 and (ii) tenant improvement and leasing commissions reserve of $26,700 in the event that the tenant improvement and leasing commissions is less than $800,000, subject to a cap of $1,200,000.

354, 360, 500 and 500A Merrimack Street

Lawrence, MA 01843

Collateral Asset Summary – Loan No. 3

Riverwalk

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$45,000,000

69.0%

1.34x

9.2%

Lockbox and Cash Management. The Riverwalk Whole Loan has a springing hard lockbox with springing cash management upon the occurrence and continuance of a Cash Management Period (as defined below). Additionally, during the continuance of a Cash Management Period, excess cash flow is required to be swept into an excess cash flow account.

A “Cash Management Period” will occur upon (i) an event of default, provided, however, that the first two failures by the Riverwalk Borrower during the term of the Riverwalk Whole Loan to make any regularly scheduled monthly payment when due will not give rise to the commencement of a Cash Management Period so long as such payment is made in full prior to the 10th day of the calendar month in which such payment was due, (ii) any bankruptcy action involving the Riverwalk Borrower, the guarantor or the property manager or (iii) the debt service coverage ratio based on the trailing 12-month period falls below 1.25x for two consecutive calendar quarters. A Cash Management Period will end upon (a) (1) in the case of clause (i), the lender accepting a cure of such event of default, (2) in the case of clause (ii), with respect to the property manager only, if the Riverwalk Borrower replaces such property manager with a qualified manager under a replacement management agreement, or (3) in the case of clause (iii), the DSCR is at least 1.30x for two consecutive calendar quarters since the commencement of such Cash Management Period, and no event of default has occurred or remains in effect during such period, and (b) no other Cash Management Period being in effect.

Additional Secured Indebtedness (not including trade debts). Not permitted.

Mezzanine Loan and Preferred Equity. None.

Release of Property. The Riverwalk Whole Loan documents provide for the release of a portion of Structure 2 of the 500 Merrimack Property (i) at any time prior to the Permitted Defeasance Date upon, among other things, the delivery of an amount at least equal to 110% of the allocated loan amount for Structure 2 plus the applicable yield maintenance premium and (ii) on and after the Permitted Defeasance Date and prior to the open period, upon, among other things, the delivery of defeasance collateral in an amount at least equal to 110% of the allocated loan amount for Structure 2. The Riverwalk Borrower is also permitted to demolish Structure 2 so long as (1) (a) the annualized DSCR on the remainder of the Riverwalk Property is at least 1.25x, (b) the Riverwalk Borrower deposits cash or an acceptable letter of credit with the lender in the amount sufficient to generate a DSCR of 1.25x or (c) the Riverwalk Borrower enters into a ground lease with rents sufficient to generate an annualized DSCR of 1.25x leased to either (i) a third party or (ii) the borrower sponsor or an affiliate (but with subleases in place with third parties that are sufficient to backstop the ground lease rent), (2) the Riverwalk Borrower delivers a REMIC opinion and (3) the lender has obtained a rating agency confirmation. The allocated loan amount for Structure 2 is $1,818,181.

In addition, the Riverwalk Whole Loan documents provide that the Riverwalk Borrower may obtain the release of the leasehold interest in certain undeveloped land located at the 354 Merrimack Property and the 360-370 Merrimack Property (together, the “Undeveloped Release Parcels”) in connection with the future development of such land, provided that, among other things, (i) the Riverwalk Borrower (A) retains the related fee interest in the Undeveloped Release Parcels, (B) provides a rating agency confirmation and (C) complies with the REMIC requirements, and (ii) the lender reasonably approves the ground lease and the development plans.

Terrorism Insurance. The Riverwalk Borrower is required to obtain insurance against acts of terrorism for loss resulting from perils and acts of terrorism in amounts and with terms and conditions applicable to commercial property, general liability, business income and umbrella liability insurance required pursuant to the Riverwalk Whole Loan documents.

(THIS PAGE INTENTIONALLY LEFT BLANK)

139 Ludlow Street

New York, NY 10002

Collateral Asset Summary – Loan No. 4

139 Ludlow Street

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$33,500,000

55.5%

1.80x

8.1%

(GRAPHIC)

139 Ludlow Street

New York, NY 10002

Collateral Asset Summary – Loan No. 4

139 Ludlow Street

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$33,500,000

55.5%

1.80x

8.1%

(MAP)

139 Ludlow Street

New York, NY 10002

Collateral Asset Summary – Loan No. 4

139 Ludlow Street

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$33,500,000

55.5%

1.80x

8.1%

Mortgage Loan Information				Property Information
Mortgage Loan Seller:	Natixis			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/KBRA/Moody’s):	NR/NR/NR			Location:	New York, NY 10002
Credit Assessment (Fitch/KBRA/Moody’s):	NR/NR/NR			General Property Type:	Mixed Use
Original Balance:	$33,500,000			Detailed Property Type:	Social Club
Cut-off Date Balance:	$33,500,000			Title Vesting:	Fee Simple
% of Initial Pool Balance:	4.2%			Year Built/Renovated:	1930/2015-2016
Loan Purpose:	Refinance			Size:	21,912 SF
Borrower Sponsors:	US AcquireCo, Inc.; Alf Naman; William Schaffel; Alexander Schaffel; Trevor Stahelski			Cut-off Date Balance per SF:	$1,529
Borrower Sponsors:				Maturity Date Balance per SF:	$1,529
Mortgage Rate:	4.4430%			Property Manager:	Trevor Stahelski (borrower-related)
Note Date:	12/6/2017
First Payment Date:	2/5/2018
Maturity Date:	1/5/2028
Original Term to Maturity:	120 months
Original Amortization Term:	0 months			Underwriting and Financial Information
IO Period:	120 months			UW NOI:	$2,722,208
Seasoning:	7 months			UW NOI Debt Yield:	8.1%
Prepayment Provisions:	LO (31); DEF (85); O (4)			UW NOI Debt Yield at Maturity:	8.1%
Lockbox/Cash Mgmt Status:	Hard/Springing			UW NCF DSCR:	1.80x
Additional Debt Type:	N/A			Most Recent NOI:	$2,970,026 (3/31/2018 TTM)
Additional Debt Balance:	N/A			2nd Most Recent NOI:	$2,873,282 (12/31/2017)
Future Debt Permitted (Type):	No (N/A)			3rd Most Recent NOI⁽¹⁾:	N/A
Reserves⁽²⁾				Most Recent Occupancy:	100.0% (8/1/2018)
Type	Initial	Monthly	Cap	2nd Most Recent Occupancy:	100.0% (12/31/2017)
RE Tax:	$23,679	$23,679	N/A	3rd Most Recent Occupancy:	100.0% (12/31/2016)
Insurance:	$18,708	$2,079	N/A	Appraised Value (as of):	$60,400,000 (9/1/2017)
Replacements:	N/A	$274	N/A	Cut-off Date LTV Ratio:	55.5%
Primary Tenant Reserve:	N/A	Springing	N/A	Maturity Date LTV Ratio:	55.5%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount:	$33,500,000	100.0%	Loan Payoff:	$29,244,141	87.3%
			Total Reserves:	$42,387	0.1%
			Closing Costs:	$699,839	2.1%
			Return of Equity:	$3,513,633	10.5%
Total Sources:	$33,500,000	100.0%	Total Uses:	$33,500,000	100.0%

(1)

As the borrower sponsors renovated the 139 Ludlow Street Property (as defined below) and the lease commenced on May 1, 2016, the 3rd Most Recent NOI is unavailable.

(2)

See “Escrows and Reserves” below for further discussion of reserve requirements.

The Mortgage Loan. The fourth largest mortgage loan (the “139 Ludlow Street Mortgage Loan”) is evidenced by a promissory note with an original principle balance of $33,500,000. The 139 Ludlow Street Mortgage Loan is secured by a first priority fee mortgage encumbering a 21,912 SF mixed use property in New York, New York (the “139 Ludlow Street Property”). The proceeds of the 139 Ludlow Street Mortgage Loan were used to refinance $29,244,141 of existing debt, pay closing costs, fund upfront reserves and return equity to the borrowing sponsors.

The Borrower and the Borrower Sponsors. The borrower is 139 Ludlow Acquisition LLC (the “139 Ludlow Street Borrower”), a single purpose New York limited liability company structured to be bankruptcy remote. The borrower sponsor of the 139 Ludlow Street Mortgage Loan is owned by 139 Owners LLC (33.3%), SATB Ludlow LLC (33.3%) and Soho 139 Holdco, LLC (33.3%). The 139 Ludlow Street Mortgage Loan guarantors are each and collectively, jointly and severally, US AcquireCo, Inc., a Delaware corporation, Alf Naman, William Schaffel, Alexander Schaffel and Trevor Stahelski. A non-consolidation opinion was delivered in connection with the origination of the 139 Ludlow Street Mortgage Loan.

The Property. The 139 Ludlow Street Property is a 21,912 SF single tenant mixed use property consisting of one, four-story building situated on a 0.10-acre site on the Lower East Side of Manhattan, New York. The 139 Ludlow Street Property is 100.0% leased to Soho-Ludlow Tenant, LLC, a subsidiary of Soho House & Co Ltd, which is an affiliate of 139 Owners, LLC. The lease is a 25-year NNN lease, in that all impositions, insurance, maintenance costs and expenses of any kind or nature in connection with the leased space are entirely the tenant’s obligations, and commenced on May 1, 2016 with a base rent rate of $2,800,000 per annum plus $250,000 per annum every year for the first 36 months, or a total of $3,050,000 ($139.19 PSF) in 2017 with 2.0% annual base rent increases. The lease expires in April 2041 and has three, 5-year renewal options. US AcquireCo, Inc. is a wholly-owned subsidiary of Soho House & Co, and owns the U.S. operations of Soho House & Co. US AcquireCo, Inc. has provided 100% guaranty of the base rent during the term of the lease.

139 Ludlow Street

New York, NY 10002

Collateral Asset Summary – Loan No. 4

139 Ludlow Street

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$33,500,000

55.5%

1.80x

8.1%

Soho House & Co is a global operator of private social membership social clubs with 18 operating Soho Houses facilities around the world and eight additional facilities under development. Soho House & Co has core operations in the following cities: London, New York, West Hollywood, Miami, Chicago, Toronto, Berlin, Barcelona, and Istanbul. Soho House was founded in London in 1995 as a home from home for people working in creative fields, an exclusive social gathering place for like-minded people in the film, media and other creative industries to socialize, network, entertain and host private functions such as meetings, events and screenings. Soho House has grown to have one of the largest membership bases globally that primarily serves the creative industries. As of January 1, 2017, Soho House & Co had 69,400 members with a global waiting list of over 44,000 potential members. Soho House Ludlow offers four types of memberships: Local House ($2,100 annual fee), Every House ($3,200 annual fee), Under 27 Every House ($1,600 annual fee), and Under 27 Local House ($1,050 annual fee). As of January 1, 2017, 74% of the members possessed an Every House membership, and the percentage is projected to increase due to an additional eight more houses under construction around the world. As of the Note Date, there are 18 houses, one hotel, 43 public restaurants, 15 spas, two cinemas and 527 hotel rooms across the portfolio.

The 139 Ludlow Street Property was built in 1930 and recently renovated in 2015-2016. The borrower sponsors purchased the 139 Ludlow Street Property in 2012 for approximately $9,863,800 ($450 PSF), and invested additional $28,824,983 ($1,315 PSF) in capital improvements. Accordingly, the total borrower sponsors’ total cost is $38,688,835 ($1,766 PSF). The renovations included a complete refurbishment of the building and the addition of a fourth floor. The 139 Ludlow Street Property has an elevator and two staircases and offers numerous food and beverage outlets, including: the Living Room & Parlor on the first floor, which offers food and beverage services with a deli-style menu; Lou’s Kitchen & Bar on the second floor, with a wood-fired oven and charcoal grill, offering an American-Mediterranean menu, and a full bar, dining tables and coffee tables; the Velvet Room and Dark Room Cinema used for private screenings and club events (727 SF with 30 plush reclining seats) on the third floor; and a full-service restaurant “Ducked Up” on the fourth floor, which contains outdoor terrace areas.

The following table presents certain information relating to the lease at the 139 Ludlow Street Property:

Tenant Summary⁽¹⁾
Tenant Name	Credit Rating (Fitch/Moody’s/S&P)	Tenant SF	Approximate % of SF	Annual UW Base Rent	% of Total Annual UW Base Rent	Annual UW Base Rent PSF	Lease Expiration
Soho-Ludlow Tenant, LLC	NR/NR/NR	21,912	100.0%	$2,913,119	100.0%	$132.95	4/25/2041
Subtotal/Wtd. Avg.		21,912	100.0%	$2,913,119	100.0%	$132.95
Vacant Space		0	0.0%	$0	0.0%	$0.00
Total/Wtd. Avg.		21,912	100.0%	$2,913,119	100.0%	$132.95

(1)

Based on the underwritten rent roll.

The following table presents certain information relating to the lease rollover schedule at the 139 Ludlow Street Property:

Lease Rollover Schedule
Year	# of Leases Rolling	SF Rolling	Approx. % of Total SF Rolling	Approx. Cumulative % of SF Rolling	UW Base Rent PSF Rolling	Total UW Base Rent Rolling	Approx. % of Total Base Rent Rolling	Approx. Cumulative % of Total Base Rent Rolling
MTM	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2018	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2019	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2020	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2021	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2022	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2023	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2024	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2025	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2026	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2027	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2028	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2029 & Beyond	1	21,912	100.0%	100.0%	$132.95	$2,913,119	100.0%	100.0%
Vacant	0	0	0.0%	100.0%	$0.00	$0	0.0%	100.0%
Total/Wtd. Avg.	1	21,912	100.0%		$132.95	$2,913,119	100.0%

139 Ludlow Street

New York, NY 10002

Collateral Asset Summary – Loan No. 4

139 Ludlow Street

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$33,500,000

55.5%

1.80x

8.1%

The Market. The 139 Ludlow Street Property is located in New York City, which is within the New York metropolitan statistical area (“New York MSA”). The 139 Ludlow Street Property is located in the Lower East Side neighborhood within the borough of Manhattan, New York City. The area is generally bounded by East Houston Street to the north, Canal Street to the south, East River Street to the east, and the Bowery to the west. Historically, the Lower East Side has been a heavily-populated neighborhood with a diverse mix of residents. Over the past decade, the neighborhood has transformed dramatically.

New hotels, restaurants, bars, art galleries, high-rise condominium and luxury rentals buildings have been springing up in the area, and the Lower East Side continues to redevelop and transform. Two current and proposed projects are The Lowline, a plan to transform abandoned space to a public urban park and the Seward Park Urban Renewal Area, a community development project. The Seward Park Urban Renewal Area project broke ground in the summer of 2015 and has an expected completion date by 2022. Upon completion, the Seward Park Urban Renewal Area project is expected to offer 1.9 million SF of residential, commercial and community space and is expected to create an estimated 1,600 permanent jobs and 4,400 construction jobs.

The 139 Ludlow Street Property is located near mass public transportation. The M15 bus runs along Allen and Chrystie Streets, traversing north to the Upper East Side, and south to the Financial District. The nearest subway line is the F train at Delancey and Essex Streets, two blocks southeast of the 139 Ludlow Street Property. Additionally, the J, M and Z trains can be accessed approximately three blocks southeast of the 139 Ludlow Street Property.

According to a third party research report, as of 1Q 2018, retail in the submarket consisted of 688 buildings for a total of 5.7 million SF with a market vacancy of 4.6%. From 2H 2017 through 1H 2018 211,300 SF were leased in the submarket, a year-over-year increase of 134.0%. The average household income within a 3-mile radius is $95,716.

The following table presents certain information relating to the directly competitive properties with respect to the 139 Ludlow Street Property:

Comparable Office Properties
Property Name/Address	Size (SF)	Tenant Name	Lease Size (SF)	Lease Date	Lease Term (Yrs.)	Rent PSF	Lease Type
139 Ludlow Street New York, NY	21,912⁽¹⁾	Soho-Ludlow Tenant, LLC⁽¹⁾	21,912⁽¹⁾	5/1/2016⁽¹⁾	25⁽¹⁾	$132.95⁽¹⁾	NNN
130 Orchard Street New York, NY	N/A	New York Gallery LLC	5,100	2/1/2017	N/A	$118.00	N/A
133 Ludlow Street New York, NY	N/A	Serafina Ludlow Corp.	1,400	4/1/2016	N/A	$190.00	NNN
86 Clinton Street New York, NY	N/A	So Ripe	1,200	2/1/2017	N/A	$150.00	Modified Gross
181 Orchard Street New York, NY	N/A	Quinn	1,200	8/1/2016	N/A	$100.00	Modified Gross
214 Bowery New York, NY	N/A	17 Gallery	2,150	6/1/2016	N/A	$125.00	Modified Gross
26 Clinton Street New York, NY	N/A	Neko Cats	1,432	4/1/2015	N/A	$98.00	NNN

Source: Appraisal

(1)

Based on the underwritten rent roll.

139 Ludlow Street

New York, NY 10002

Collateral Asset Summary – Loan No. 4

139 Ludlow Street

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$33,500,000

55.5%

1.80x

8.1%

Cash Flow Analysis
	2015⁽¹⁾	2016⁽¹⁾	2017	3/31/2018 TTM	UW	UW PSF
Gross Potential Rent	N/A	N/A	$2,800,000	$2,800,000	$2,913,120	$132.95
Total Recoveries	N/A	N/A	$196,996	$236,885	$317,195	$14.48
Other Income	N/A	N/A	$250,200	$250,200	$0	$0.00
Less Vacancy & Credit Loss	N/A	N/A	$0	$0	($96,909)	($4.42)
Effective Gross Income	N/A	N/A	$3,247,196	$3,287,085	$3,133,405	$143.00
Total Operating Expenses	N/A	N/A	$373,914	$317,059	$411,197	$18.77
Net Operating Income	N/A	N/A	$2,873,282	$2,970,026	$2,722,208	$124.23
Capital Expenditures	N/A	N/A	$0	$0	$3,287	$0.15
TI/LC	N/A	N/A	$0	$0	$0	$0.00
Net Cash Flow	N/A	N/A	$2,873,282	$2,970,026	$2,718,922	$124.08

Occupancy %⁽²⁾	N/A	N/A	100.0%	100.0%⁽³⁾	97.0%
NOI DSCR	N/A	N/A	1.90x	1.97x	1.80x
NCF DSCR	N/A	N/A	1.90x	1.97x	1.80x
NOI Debt Yield	N/A	N/A	8.6%	8.9%	8.1%
NCF Debt Yield	N/A	N/A	8.6%	8.9%	8.1%

(1)

As the borrower sponsors renovated the 139 Ludlow Street Property and the lease commenced on May 1, 2016, the 3rd Most Recent NOI is unavailable.

(2)

UW Occupancy % is based on the underwritten economic vacancy of 3.0%. The 139 Ludlow Street was 100.0% occupied as of August 8, 2018.

Escrows and Reserves. At origination, the 139 Ludlow Street Borrower deposited (i) $23,679 into a real estate tax escrow and (ii) $18,708 into an insurance escrow. On a monthly basis, the 139 Ludlow Street Borrower is required to deposit (i) 1/12 of the annual estimated tax payments, which currently equates to $23,679, (ii) 1/12 of the annual estimated insurance premiums, which currently equates to $2,079 and (iii) $274 for a replacement reserve. During the continuance of a primary tenant sweep period, all amounts remaining in the deposit account following a Cash Management Period (as defined below) are required to be deposited into the primary tenant reserve subaccount.

Lockbox and Cash Management. The 139 Ludlow Street Mortgage Loan provides for a hard lockbox and springing cash management. The 139 Ludlow Street Mortgage Loan requires all rents to be directly deposited by the tenant of the 139 Ludlow Street Property into the clearing account. Prior to the occurrence of a Cash Management Period, all funds in the lockbox account are swept to the 139 Ludlow Street Borrower’s operating account. During a Cash Management Period, all funds in the lockbox account will be swept to a lender-controlled cash management account.

A “Cash Management Period” occurs on the occurrence of any of the following: (i) an event of default, (ii) the failure by borrower, after the end of a calendar quarter, to maintain an actual DSCR of at least 1.20x, (iii) any liquor license relating to the 139 Ludlow Street Property ceases to be in full force and effect; and will end if (1) the 139 Ludlow Street Mortgage Loan, and all other obligations under the loan documents have been repaid in full or (2) for six consecutive months since the commencement of the most recent Cash Management Period (A) no default or event of default has occurred, (B) no event that could trigger another Cash Management Period has occurred and (C) the actual DSCR is at least equal to 1.25x.

A “Cash Flow Sweep” occurs if the Specified Tenant (as defined below) (i) becomes the subject of a bankruptcy proceeding or “goes dark,” (ii) a monetary or material non-monetary default (beyond any applicable notice and/or grace period) will occur under a Specified Tenant lease, or (iii) a Specified Tenant lease is terminated, all excess cash flow from the Property (after debt service, amortization, required escrows and reserves and approved operating expenses) will be swept into the specified tenant reserve (and a Cash Management Period will be triggered).

A “Specified Tenant” is defined as Soho-Ludlow Tenant, LLC.

Exit Fee. The tenant lease is structured with an exit fee associated with the lease in which the tenant must pay the lender a $6,000,000 fee if the lease is terminated for any reason, other than as result of a landlord default. The exit fee must be used solely to pay down the principal balance of the loan.

Mezzanine Loan and Preferred Equity. Not permitted.

Release of Property. Not permitted.

Terrorism Insurance. The 139 Ludlow Street Borrower is required to obtain and maintain property insurance, commercial general liability insurance, and business income insurance that covers perils of terrorism and acts of terrorism, both foreign and domestic.

Various

Collateral Asset Summary – Loan No. 5

Aspect RHG Hotel Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$33,500,000

61.2%

1.74x

13.1%

(GRAPHIC)

Various

Collateral Asset Summary – Loan No. 5

Aspect RHG Hotel Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$33,500,000

61.2%

1.74x

13.1%

(MAP)

Various

Collateral Asset Summary – Loan No. 5

Aspect RHG Hotel Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$33,500,000

61.2%

1.74x

13.1%

Mortgage Loan Information					Property Information
Mortgage Loan Seller:		Société Générale			Single Asset/Portfolio:	Portfolio
Credit Assessment (Fitch/KBRA/Moody’s):		NR/NR/NR			Location:	Various
					General Property Type:	Hospitality
Original Balance:		$33,500,000			Detailed Property Type:	Various
Cut-off Date Balance⁽¹⁾:		$33,500,000			Title Vesting:	Fee Simple
% of Initial Pool Balance⁽¹⁾:		4.2%			Year Built/Renovated:	Various/Various
Loan Purpose:		Acquisition			Size:	461 Rooms
Borrower Sponsors:		RHG Invest Co. LLC; Benjamin N. Seidel			Cut-off Date Balance per Room⁽¹⁾:	$100,217
Mortgage Rate:		5.0000%			Maturity Date Balance per Room⁽¹⁾:	$88,719
Note Date:		7/23/2018			Property Manager:	Real Hospitality Group, LLC
First Payment Date:		9/1/2018
Maturity Date:		8/1/2028
Original Term:		120 months
Original Amortization Term:		360 months
IO Period:		36 months			Underwriting and Financial Information
Seasoning:		0 months			UW NOI:	$6,063,140
Prepayment Provisions⁽²⁾:		LO (24); DEF/YM1 (91); O (5)			UW NOI Debt Yield⁽¹⁾:	13.1%
Lockbox/Cash Mgmt Status:		Hard/Springing			UW NOI Debt Yield at Maturity⁽¹⁾:	14.8%
Additional Debt Type⁽¹⁾:		Pari Passu			UW NCF DSCR⁽¹⁾:	2.21x (IO)	1.74x (P&I)
Additional Debt Balance⁽¹⁾:		$12,700,000			Most Recent NOI⁽⁴⁾:	$6,345,779 (4/30/2018 TTM)
Future Debt Permitted (Type):		No (N/A)			2nd Most Recent NOI⁽⁴⁾:	$6,417,598 (12/31/2017)
Reserves⁽³⁾					3rd Most Recent NOI:	$5,753,263 (12/31/2016)
Type	Initial		Monthly	Cap	Most Recent Occupancy:	81.2% (7/17/2018)
RE Tax:	$200,000		$79,631	N/A	2nd Most Recent Occupancy:	81.2% (12/31/2017)
Insurance:	$50,000		Springing	N/A	3rd Most Recent Occupancy:	79.4% (12/31/2016)
FF&E:	$14,970		$14,970	N/A	Appraised Value (as of)⁽⁵⁾:	$75,500,000 (Various)
PIP Reserve:	$5,352,135		$0	N/A	Cut-off Date LTV Ratio⁽¹⁾⁽⁵⁾:	61.2%
Liquor License Reserve:	$24,000		$24,000	N/A	Maturity Date LTV Ratio⁽¹⁾⁽⁵⁾:	54.2%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount⁽¹⁾:	$46,200,000	63.6%	Purchase Price:	$65,820,000	90.7%
Borrower Equity:	$26,393,490	36.4%	Reserves⁽³⁾:	$5,641,105	7.8%
			Closing Costs:	$1,132,385	1.6%
Total Sources:	$72,593,490	100.0%	Total Uses:	$72,593,490	100.0%

(1)

The Aspect RHG Hotel Portfolio Mortgage Loan (as defined below) is part of the Aspect RHG Hotel Portfolio Whole Loan (as defined below), which is comprised of two pari passu promissory notes with an aggregate original principal balance of $46,200,000. The Cut-off Date Balance per Room, Maturity Date Balance per Room, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio numbers presented above are based on the aggregate principal balance of the promissory notes comprising the Aspect RHG Hotel Portfolio Whole Loan.

(2)

Partial release is permitted. See “Release of Property” below for further discussion of release requirements.

(3)

See “Escrows and Reserves” below for further discussion of the reserve requirements.

(4)

The decrease in Most Recent NOI from 2nd Most Recent NOI is primarily attributable to incremental increases in room expenses, food & beverage expenses, general and administrative expenses, utilities and property taxes.

(5)

The Appraised Value (as of), Cut-off Date LTV Ratio and Maturity Date LTV Ratio are based on the “As-Complete” Appraised Value of $75,500,000 for the Aspect RHG Hotel Portfolio Properties (as defined below), which assumes the completion of $5,352,135 in renovations, the cost of which the lender reserved at origination. The “As-Is” Appraised Value for the Aspect RHG Hotel Portfolio Properties is $70,000,000. The Cut-off Date LTV Ratio and Maturity Date LTV Ratio assuming the “As-Is” Appraised Value for the Aspect RHG Hotel Portfolio Properties are 66.0% and 58.4%, respectively.

The Mortgage Loan. The fifth largest mortgage loan (the “Aspect RHG Hotel Portfolio Mortgage Loan”) is part of a whole loan (the “Aspect RHG Hotel Portfolio Whole Loan”) evidenced by two promissory notes with an aggregate original principal balance of $46,200,000, both of which are secured by the fee simple interest in a portfolio consisting of one limited-service and three select-service hospitality properties totaling 461 rooms located in Tennessee, Colorado and Arizona (collectively, the “Aspect RHG Hotel Portfolio Properties”). The controlling Promissory Note A-1 with an original principal balance of $33,500,000, represents the Aspect RHG Hotel Portfolio Mortgage Loan and will be included in the UBS 2018-C12 Trust. The Aspect RHG Hotel Portfolio Whole Loan will be serviced pursuant to the pooling and servicing agreement for the UBS 2018-C12 Trust. The non-controlling Note A-2 with an original principal balance of $12,700,000 is currently held by Société Générale and is expected to be contributed to one or more future securitization transactions. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

Various

Collateral Asset Summary – Loan No. 5

Aspect RHG Hotel Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$33,500,000

61.2%

1.74x

13.1%

Aspect RHG Hotel Portfolio Whole Loan Summary
Note	Original Balance	Cut-off Date Balance	Anticipated Note Holder	Controlling Piece
Note A-1	$33,500,000	$33,500,000	UBS 2018-C12	Yes
Note A-2	$12,700,000	$12,700,000	Société Générale	No
Total	$46,200,000	$46,200,000

Proceeds of the Aspect RHG Hotel Portfolio Whole Loan, along with approximately $26.4 million in borrower sponsor cash equity, were used to acquire the four properties, fund reserves and pay closing costs.

The Borrowers and the Borrower Sponsor. The borrowers consist of four single-purpose Delaware limited liability companies, each of which are structured to be bankruptcy remote with two independent directors (collectively, the “Aspect RHG Hotel Portfolio Borrower”). Legal counsel to the Aspect RHG Hotel Portfolio Borrower delivered a non-consolidation opinion in connection with the origination of the Aspect RHG Hotel Portfolio Whole Loan.

The Aspect RHG Hotel Portfolio Borrower is 100.0% owned by AHP Real 3 Leasing LLC, a Delaware limited liability company (“AHP 3 Leasing”). AHP 3 Leasing is 90.0% owned by Aspect Investment Partners Ltd. (“Aspect”) and 10.0% owned by Real Hospitality Group LLC (“RHG” and collectively with Aspect, the “Aspect RHG Hotel Portfolio Borrower Sponsor”). RHG Invest Co. LLC is 100.0% owned by Real Hospitality Group LLC. RHG Invest Co. LLC and Benjamin N. Seidel, will serve as the non-recourse carveout guarantors (collectively, the “Aspect RHG Hotel Portfolio Guarantor”).

Aspect is a global investment advisory firm focused on delivering value to its shareholders and clients through investments along three complementary tracks of real estate, liquid markets and private equity. Aspect was founded by professionals with over 50 years of diversified experience in conventional and alternative investments. According to Aspect’s website, the company has invested over $20 billion across various asset classes in the United States, Europe, Middle East, North Africa and Asia. Aspect, through its joint venture entities, owns 13 hotels consisting of 1,532 rooms in nine states across the United States.

RHG is a full-service hotel management company based in Ocean City, Maryland with offices in New York, New York and Fort Lauderdale, Florida. RHG’s portfolio includes over 80 hotels open and in development in key markets and resort destinations. RHG is a recognized service provider for leading hotel brands including Marriott, Hilton, Hyatt, IHG, Choice, Wyndham and Red Lion Hotels.

Benjamin N. Seidel serves as the President and Chief Executive Officer for RHG. In addition to leading the RHG team, Mr. Seidel also serves as President of Marriott’s Owners Council for the Aloft brand, is a Board member of the American Hotel & Lodging Association and is an active member of various other hospitality boards and associations.

Certain indirect investors in the Aspect RHG Hotel Portfolio Whole Loan require a Shari’ah compliant loan structure. In order to facilitate a Shari’ah compliant loan structure, the Aspect RHG Hotel Portfolio Borrower master leases the Aspect RHG Hotel Portfolio Properties to a master lessee, which is ultimately controlled by the Aspect RHG Hotel Portfolio Guarantor. See “Risk Factors – Risks Relating to Shari’ah Compliant Loans” and “Description of the Mortgage Pool – Shari’ah Compliant Loans” in the Preliminary Prospectus.

The Properties. The Aspect RHG Hotel Portfolio Properties are comprised of one limited-service and three select-service hotels offering a range of amenities, including, but not limited to, a pool, fitness center, business center, meeting space, sundries and high-speed internet access. The Aspect RHG Hotel Portfolio Properties range in size from 83 to 139 rooms. The Aspect RHG Hotel Portfolio Properties are located across Tennessee, Colorado and Arizona and were built between 1998 and 2009. Since 2012, the Aspect RHG Hotel Portfolio Properties have collectively received capital improvements of over $6.0 million ($13,283 per room) to upgrade guestrooms, hotel amenities, back-of-the-house and exteriors. Each of the Aspect RHG Hotel Portfolio Properties is expected to undergo additional renovations through a property improvement plan (“PIP”) totaling approximately $5.4 million ($11,610 per room), which was reserved at origination.

A summary of the individual Aspect RHG Hotel Portfolio Properties is provided below:

Aspect RHG Hotel Portfolio Property Summary
Property Name	City / State	Rooms	Year Built/ Renovated	Allocated Cut-off Date Balance Loan Amount	% of Allocated Loan Amount	Appraised Value (as of)⁽¹⁾	UW NCF	% of UW NCF	Current Franchise Expiration Date
Hilton Garden Inn Nashville Smyrna	Smyrna, TN	112	2006/2015	$13,869,246	30.0%	$23,000,000	$1,784,822	34.6%	July 2033
Aloft Hotel Broomfield	Broomfield, CO	139	2009/2016	$12,574,783	27.2%	$20,500,000	$1,441,761	27.9%	April 2034
Hampton Inn Nashville Smyrna	Smyrna, TN	83	2005/2015	$9,893,396	21.4%	$16,000,000	$1,213,874	23.5%	July 2033
Hyatt Place Phoenix North	Phoenix, AZ	127	1998/2016	$9,862,575	21.3%	$16,000,000	$724,515	14.0%	July 2033
Total		461		$46,200,000	100.0%	$75,500,000	$5,164,972	100.0%

(1)

The Appraised Value (as of), Cut-off Date LTV Ratio, and Maturity Date LTV Ratio are based on the “As-Complete” Appraised Value of $75,500,000 for the Aspect RHG Hotel Portfolio Properties, which assumes the completion of $5,352,135 in renovations, the cost of which the lender reserved at origination. The Appraised Value for the Aspect RHG Hotel Portfolio Properties assuming the “As-Is” Appraised Value is $70,000,000. The Cut-off Date LTV Ratio and Maturity Date LTV Ratio assuming the “As-Is” Appraised Value for the Aspect RHG Hotel Portfolio Properties are 66.0% and 58.4%, respectively.

The Hilton Garden Inn Nashville Smyrna Property is a 112-room, five-story, select-service hotel located in Smyrna, Tennessee, approximately 20 miles southeast of downtown Nashville. The guestroom configuration consists of 63 Kings, 42 Queen/Queens and seven King Suites. The Hilton Garden Inn Nashville Smyrna Property amenities include the Garden Grille and Bar, an indoor pool, a fitness center, guest laundry facilities, a business center, a sundry shop, complimentary high-speed internet access and approximately 1,440 SF of dedicated meeting space. The Hilton Garden Inn Nashville Smyrna Property was constructed in 2006 and has undergone multiple renovations since its opening. According to the appraisal, the last renovation was a franchise-mandated PIP completed in 2015 at a cost of approximately $1.8 million ($16,470 per room) and primarily covered the replacement of all soft goods in all guestrooms and public areas. An additional $753,521 ($6,728 per room) was spent at the Hilton Garden Inn Nashville Smyrna Property since 2012. The Aspect RHG Hotel Portfolio Borrower is expected to complete $1.9 million ($16,841 per room) in renovations as part of a PIP that includes: (i)

Various

Collateral Asset Summary – Loan No. 5

Aspect RHG Hotel Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$33,500,000

61.2%

1.74x

13.1%

replacing carpeting and flooring in all guestrooms and public areas; (ii) replacing all vinyl wall coverings in guest bathrooms; and (iii) replacing desk chairs, lounge chairs, lamps, headboards and dressers in all guestrooms. A new 15-year franchise agreement with Hilton Worldwide commenced as of origination and expires in July 2033.

The Aloft Hotel Broomfield Property is a 139-room, five-story, select-service hotel located in Broomfield, Colorado, approximately 17 miles northwest of Denver. The guestroom configuration consists of 84 Kings, 48 Double/Queens, one King Suite, three King ADA rooms and three Double/Queen ADA rooms. The Aloft Hotel Broomfield Property amenities include complimentary wireless internet access in all guestrooms and public spaces, the W XYZ Bar, an indoor pool, a fitness center, guest laundry facilities, a business center, a sundry shop and approximately 5,864 SF of dedicated meeting space. The Aloft Hotel Broomfield Property was constructed in 2009 and has undergone multiple renovations since its opening. According to the appraisal, the last renovation was a franchise-mandated PIP completed in 2016 and primarily covered repainting and replacing carpeting in guestrooms and corridors, new soft goods for the guestrooms and public spaces and updates to the lobby and other common areas. Since 2015, an additional $71,135 ($512 per room) was spent at the Aloft Hotel Broomfield Property on various renovations including, among other things, replacing locks and updating the elevator software. The Aspect RHG Hotel Portfolio Borrower plans to complete $400,000 in guestroom renovations as part of a PIP and also reserved at origination an additional $158,200 for tenant improvements for the retail space located on the ground floor. A new 15-year franchise agreement with Sheraton LLC commenced as of origination and expires in April 2034.

The Hampton Inn Nashville Smyrna Property is an 83-room, three-story, limited-service hotel located in Smyrna, Tennessee, approximately 20 miles southeast of downtown Nashville. The guestroom configuration consists of 40 Kings, 27 Queen/Queens, 13 King Suites and three Queen/Queen Suites. The suites have a separate living area with a pull-out sofa. The Hampton Inn Nashville Smyrna Property has amenities including a complimentary free breakfast each morning, an indoor pool, a fitness center, guest laundry facilities, a business center, a sundry shop, complimentary internet access in the guestrooms and approximately 1,176 SF of dedicated meeting space. The Hampton Inn Nashville Smyrna Property was constructed in 2005 and has undergone multiple renovations since its opening. According to the appraisal, the last renovation, a franchise-mandated PIP, was completed in 2015 at a total cost of approximately $2.1 million ($25,352 per room) and primarily covered new soft and case goods in all guestrooms, the conversion of tubs in a majority of king guest bathrooms to walk-in showers and the replacement of all guestroom TV’s. An additional $494,506 ($5,958 per room) was spent at the Hampton Inn Nashville Smyrna Property since 2013 on various renovations including replacing pool area tiles and furniture, fixtures and equipment (“FF&E”) purchases. The Aspect RHG Hotel Portfolio Borrower is expected to complete a $393,853 ($4,745 per room) PIP that will primarily include repainting the Hampton Inn Nashville Smyrna Property’s exterior, parking lot repairs and miscellaneous repairs to the business center, public restrooms, fitness center and pool area. A new 15-year franchise agreement with Hilton Worldwide commenced as of origination and expires in July 2033.

The Hyatt Place Phoenix North Property is a 127-room, four-story, select-service hotel located in Phoenix, Arizona, approximately 12 miles northwest of downtown Phoenix. The guestroom configuration consists of 63 Kings, five King ADA rooms, 59 Double/Doubles and two guestroom configurations. The Hyatt Place Phoenix North Property amenities include an outdoor pool, a fitness center, guest laundry facilities, a business center, a sundry shop, complimentary internet access in all guestrooms and public spaces and approximately 930 SF of dedicated meeting space that can be divided into two rooms. The Hyatt Place Phoenix North Property also features a 24/7 Gallery Market & Lounge that offers complimentary breakfast and light lunch and dinner options. The Hyatt Place Phoenix North Property has the Coffee to Cocktails Bar that serves Starbucks coffee in the morning and handcrafted cocktails, specialty wine, and craft beer in the afternoon. The Hyatt Place Phoenix North Property was constructed in 1998 and has undergone multiple renovations since its opening. Since 2013, over $828,452 ($6,523 per room) in capital improvements have been performed at the Hyatt Place Phoenix North Property with the most recent renovation occurring in 2016, which included replacing mechanical and electrical replacements. The Aspect RHG Hotel Portfolio Borrower is expected to complete an approximately $2.5 million ($19,685 per room) PIP that includes a complete soft goods renovation in all guestrooms, a complete guest bathroom renovation, and refinishing guestroom case goods. A new 15-year franchise agreement with Hyatt Hotels Corporation commenced as of origination and expires in July 2033.

Historically, the Aspect RHG Hotel Portfolio Properties have outperformed their competitive sets with the average Occupancy, ADR and, RevPAR penetration rates all well in excess of 100.0% for 2015 through TTM 4/30/2018. A summary of the Aspect RHG Hotel Portfolio Properties historical performance is provided below:

Aspect RHG Hotel Portfolio Historical Occupancy, ADR, RevPAR⁽¹⁾
Year	Aspect RHG Hotel Portfolio⁽²⁾			Competitive Set⁽²⁾			Penetration Factor⁽²⁾
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
2015	74.3%	$117.43	$87.47	69.2%	$108.08	$75.68	109.3%	108.8%	119.3%
2016	79.5%	$117.85	$93.74	70.2%	$111.44	$79.07	114.9%	105.8%	121.6%
2017	81.4%	$119.40	$97.24	71.3%	$112.11	$80.63	114.9%	106.6%	122.6%
TTM 4/30/2018	81.2%	$119.32	$97.62	70.7%	$111.99	$79.84	116.3%	106.7%	124.3%

Source: Industry Reports

(1)

The small variances between the underwriting and the above table with respect to Occupancy, ADR and RevPAR at the Aspect RHG Hotel Portfolio Properties are attributable to variances in reporting methodologies and/or timing differences.

(2)

Based on averages for the trailing 12-month period ending in December for 2015 through 2017 and trailing 12-month period ending in April for 2018.

The Markets. The Aspect RHG Hotel Portfolio Properties are located across three cities in Tennessee, Colorado, and Arizona, with no individual property accounting for more than 30.2% of total rooms or 34.6% of underwritten net cash flow.

The Hilton Garden Inn Nashville Smyrna Property and the Hampton Inn Nashville Smyrna Property, totaling 51.4% of the allocated Cut-off Date Loan Amount, are located in Smyrna, Tennessee, approximately 20 miles southeast of downtown Nashville. According to a third-party research provider, the Hilton Garden Inn Nashville Smyrna Property and the Hampton Inn Nashville Smyrna Property are located in the Nashville-Davidson-Murfreesboro-Franklin metropolitan statistical area which had a population of approximately 1.9 million in 2017 and is expected to increase by a compound annual rate of 1.6% to approximately 2.1 million residents through 2023. Leading employment sectors include professional and business services, education and health services, government, leisure & hospitality services and retail trade. The Nashville-Davidson-Murfreesboro-Franklin metropolitan statistical area is home to Fortune 500 companies including Hospital Corporation of America, Community Health Systems, Dollar General Corp., Tractor Supply Co., LifePoint

Various

Collateral Asset Summary – Loan No. 5

Aspect RHG Hotel Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$33,500,000

61.2%

1.74x

13.1%

Health and Delek US Holdings. According to the appraisal, the Hilton Garden Inn Nashville Smyrna Property and the Hampton Inn Nashville Smyrna Property benefit from their proximity to downtown Nashville, receiving overflow demand during events in Nashville such as the Country Music Festival, CMA Music Awards and Nashville Film Festival among others, and are expected to benefit from the construction of the new Major League Soccer stadium. The Hilton Garden Inn Nashville Smyrna Property and the Hampton Inn Nashville Smyrna Property are located along the west side of Interstate 24, across from the Marketplace at Smyrna Shopping Center and the TriStar StoneCrest Medical Center. According to the appraisal, the TriStar StoneCrest Medical Center is the premier hospital for Rutherford County and surrounding communities with 109-beds, nearly 500 physicians and medical care that includes emergency, surgical, maternity, imaging, cardiology, neurology, orthopedic, physical medicine, sleep medicine and oncology services. Additionally, the Nissan Smyrna factory, located approximately six miles east of the Hilton Garden Inn Nashville Smyrna Property and the Hampton Inn Nashville Smyrna Property, consists of two plants totaling approximately 5.9 million SF and produces approximately 640,000 vehicles annually by a workforce of over 8,000 people. According to the appraisal, Nissan recently expanded one of its plants, which is anticipated to bring approximately 1,000 new jobs to the market. The Hilton Garden Inn Nashville Smyrna Property and the Hampton Inn Nashville Smyrna Property top corporate accounts include, among others, Nissan North America, Inc., Cardinal Health, Inc., Schneider Electric, McKesson Corporation and General Electric.

The Aloft Hotel Broomfield Property, totaling 27.2% of the allocated Cut-off Date Loan Amount, is located in Broomfield, Colorado, approximately 17 miles northwest of Denver. According to a third party research provider, the City of Broomfield had a population of 68,341 in 2017, representing a 22.3% increase since 2010 and a median household income of approximately $83,334. The Aloft Hotel Broomfield Property is situated immediately west of U.S. Highway 36 and approximately two miles south of U.S. Highway 287. The Aloft Hotel Broomfield Property is located in the Arista Broomfield Development, a mixed-use development located within Broomfield anchored by 1stBank Center, a major entertainment venue. According to the appraisal, 1stBank Center is a mid-size concert hall that holds up to 6,500 people and hosts 50 to 100 acts each year including concerts, sporting events and family shows. Also within the Arista Broomfield Development is Arista Place, a two-block pedestrian mall featuring Class A office space, various restaurants and retailers, approximately 1,590 apartment units and 182 single-family dwellings. Additional developments within the broader Arista Broomfield Development include two hospitals (UC Health Broomfield Hospital and Children’s Hospital Therapy Center), six parks and the Broomfield RTD Transit Station. The Aloft Hotel Broomfield Property also benefits from other demand generators located near Broomfield including, among others, the University of Colorado, Water World Colorado, and the Rocky Flats National Wildlife Refuge. The University of Colorado is a public research university located in Boulder, Colorado, approximately 13 miles northwest of the Aloft Hotel Broomfield Property, with a total enrollment of approximately 31,000 students. According to the appraisal, Water World Colorado, located approximately 11 miles south of the Aloft Hotel Broomfield Property, is a water park that is part of the Hyland Hills Park and Recreation District and features more than 50 attractions across 67 acres, making it one of the country’s largest water theme parks. Established in 2007 and managed by the U.S. Fish and Wildlife Service and located approximately 15 miles west of the Aloft Hotel Broomfield Property, the Rocky Flats National Wildlife Refuge is a 5,237-acre refuge featuring prairie grasslands, woodlands, wetlands and various migratory and resident wildlife species.

The Hyatt Place Phoenix North Property, totaling 21.3% of the allocated Cut-off Date Loan Amount, is located in Phoenix, Arizona within the Phoenix-Mesa-Glendale metropolitan statistical area, the largest metropolitan statistical area in the state totaling approximately 65.0% of the population. According to the appraisal, the Phoenix-Mesa-Glendale metropolitan statistical area is considered the hub of business activity in the Southwest with concentrations in manufacturing, electronics and tourism. Additionally, with Phoenix serving as the state capital, the area benefits from the stabilizing influence of government employment, at both state and federal levels, including one of the largest public universities in the country, Arizona State University (“ASU”). ASU serves nearly 72,000 students at four campuses in the Phoenix area, offering over 250 majors to undergraduate students and more than 100 graduate programs leading to masters and doctoral degrees. Phoenix also serves as a regional health care center with over 40 hospitals including specialized facilities such as the Barrow Neurological Institute, the Mayo Clinic and the Arizona Heart Institute. According to the appraisal, tourism is Arizona’s second-largest industry, supporting over 179,600 jobs and contributing over $21.0 billion annually to the economy as of 2015 (most recent available). Tourism is driven by the numerous world-class resorts and various outdoor activities including over 200 golf courses open or under development. On a local level, the Hyatt Place Phoenix North Property is located in the North Mountain Village neighborhood of Phoenix, approximately 12 miles northwest of downtown Phoenix and approximately 15 miles northwest of Phoenix Sky Harbor International Airport. Primary access to the neighborhood is provided by Interstate 17, which is located just west of the Hyatt Place Phoenix North Property. According to the appraisal, the Hyatt Place Phoenix North Property is surrounded by various office parks and buildings that drive corporate and group demand including the Metro Research Center, located just east of the Hyatt Place Phoenix North Property, and home to medical office space and biomedical clinical research firms. Other local companies in close proximity to the Hyatt Place Phoenix North Property include MassMutual Insurance, Cognizant, Shamrock Foods and Paychex which serve, among others, as top corporate accounts for the Hyatt Place Phoenix North Property. The North Mountain Village neighborhood is also home to the Metrocenter Mall, a super-regional shopping mall featuring more than 100 stores, a 12-screen movie theater and a food court, which is set to undergo a redevelopment plan to transform the landmark asset from a retail-only project into a multi-faceted, mixed-use environment consisting of traditional and medical office, residential, retail, dining and entertainment uses. In 2016, the City of Phoenix approved a measure to rezone the Metrocenter mall site for mixed-use development and allow the project to grow from 800,000 SF to 1.6 million SF. The City of Phoenix also approved an approximately $25.0 million payment to construct and extend the light rail to Metrocenter Mall. The project will include three new stations, two park and ride lots and a new transit center at Metrocenter Mall. Construction of the light rail line is expected to be completed in 2023.

Various

Collateral Asset Summary – Loan No. 5

Aspect RHG Hotel Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$33,500,000

61.2%

1.74x

13.1%

A summary of demand segmentation and recent performance of the Aspect RHG Hotel Portfolio Properties is below:

Property Name	# Rooms	Commercial Demand	Leisure Demand	Meeting & Group Demand
Hilton Garden Inn Nashville Smyrna	112	60.0%	20.0%	20.0%
Aloft Hotel Broomfield	139	30.0%	30.0%	40.0%
Hampton Inn Nashville Smyrna	83	65.0%	20.0%	15.0%
Hyatt Place Phoenix North	127	40.0%	30.0%	30.0%
Total/Wtd. Avg.⁽¹⁾	461	46.3%	25.8%	27.9%

Source: Appraisals

(1)

Total/Wtd. Avg. reflects weighted average statistics based on number of rooms.

	Cash Flow Analysis
		2015	2016	2017	4/30/2018 TTM	UW	UW per Room
Occupancy		74.4%	79.4%	81.2%	81.2%	81.2%
ADR		$115.96	$116.07	$117.79	$118.42	$117.76
RevPAR		$86.24	$92.20	$95.64	$96.14	$95.58

Rooms Revenue		$14,510,771	$15,556,943	$16,092,758	$16,176,769	$16,082,560	$34,886
Other Income		$1,671,174	$1,674,472	$1,801,879	$1,831,516	$1,880,818	$4,080
Total Revenue		$16,181,945	$17,231,415	$17,894,637	$18,008,285	$17,963,379	$38,966
Total Expenses		$10,537,507	$11,478,152	$11,477,039	$11,662,506	$11,900,238	$25,814
Net Operating Income⁽¹⁾		$5,644,438	$5,753,263	$6,417,598	$6,345,779	$6,063,140	$13,152
FF&E		$0	$0	$0	$0	$898,169	$1,948
Net Cash Flow		$5,644,438	$5,753,263	$6,417,598	$6,345,779	$5,164,971	$11,204

NOI DSCR (P&I)⁽²⁾		1.90x	1.93x	2.16x	2.13x	2.04x
NCF DSCR (P&I)⁽²⁾		1.90x	1.93x	2.16x	2.13x	1.74x
NOI Debt Yield⁽²⁾		12.2%	12.5%	13.9%	13.7%	13.1%
NCF Debt Yield⁽²⁾		12.2%	12.5%	13.9%	13.7%	11.2%

(1)

The small decrease in Net Operating Income from 2017 through TTM 4/30/2018 is primarily attributable to incremental increases in room expenses, food & beverage expenses, general and administrative expenses, utilities and property taxes.

(2)

Debt service coverage ratios and debt yields are based on the Aspect RHG Hotel Portfolio Whole Loan.

Escrows and Reserves. At origination, the Aspect RHG Hotel Portfolio Borrower deposited (i) $5,352,135 to complete PIP and renovation requirements, (ii) $200,000 for real estate taxes, (iii) $50,000 for insurance premiums, (iv) $14,970 for FF&E, and (v) a $24,000 liquor license reserve.

On a monthly basis, the Aspect RHG Hotel Portfolio Borrower is required to deposit (i) 1/12 of the annual estimated tax payments, initially equal to $79,631 and (ii) after the occurrence and during the continuance of (a) an event of default, or (b) the Aspect RHG Hotel Portfolio Borrower fails to provide evidence of timely payment of insurance premiums; the Aspect RHG Hotel Portfolio Borrower is required to deposit with the lender 1/12 of the insurance premiums that the lender reasonably estimates will be payable during the next ensuing 12 months, initially equal to $10,590. The Aspect RHG Hotel Portfolio Borrower is required to deposit on each payment date an amount equal to (i) on each of the first 12 payment dates, $14,970, and (ii) the greater of $14,970, (a) on each of the 13th through the 24th payment dates, 1/12th of 2.0% of the gross annual income of the Aspect RHG Hotel Portfolio Properties (based on the prior year’s performance) and (b) on each payment date thereafter, 1/12th of 4.0% of the gross annual income of the Aspect RHG Hotel Portfolio Properties (based on the prior year’s performance), (iii) the then-current amount required by each management agreement and (iv) the then-current amount required by each franchise agreement for approved capital expenses and/or FF&E expenses and the repair and replacement of the FF&E, and capital expenses that may be incurred following the origination date. The Aspect RHG Hotel Portfolio Borrower is also required to deposit on each payment date an amount equal to $24,000 until licenses to serve liquor at the Aloft Hotel Broomfield Property and Hyatt Place Phoenix North Property have been obtained. Provided that no event of default has occurred and is continuing, upon the Aspect RHG Hotel Portfolio Borrower providing evidence that a license to serve liquor at the Aloft Hotel Broomfield Property and the Hyatt Place Phoenix North Property has been obtained, the lender will disburse funds contained in the liquor license reserve subaccount, so long as no Cash Management Period (as defined below) is then continuing.

Lockbox and Cash Management. The Aspect RHG Hotel Portfolio Whole Loan has a hard lockbox with springing cash management upon the occurrence and continuance of a Cash Management Period.

A “Cash Management Period” will commence upon the lender giving notice to the clearing bank of the occurrence of any of the following: (i) the Aspect RHG Hotel Portfolio Whole Loan maturity date, (ii) an event of default, (iii) the trailing 12-month debt service coverage ratio falling below 1.20x for two consecutive calendar quarters (a “Low Debt Service Period”), (iv) upon the lender’s determination that the PIP funds on deposit in the PIP reserve subaccount are less than the estimated costs to complete the PIP work in accordance with the PIPs, (v) a PIP being required (other than a PIP in effect following the origination date) by the franchisor, (vi) if any franchise agreement is surrendered, cancelled, terminated or expires, or (vii) the date that is 12 calendar months prior to the stated expiration of any franchise agreement; and will end upon the lender giving notice to the clearing bank that the sweeping

Various

Collateral Asset Summary – Loan No. 5

Aspect RHG Hotel Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$33,500,000

61.2%

1.74x

13.1%

of funds into the deposit account may cease, which notice the lender is only required to give if (1) with respect to the matters described in clauses (i) through (vii) above, the Aspect RHG Hotel Portfolio Whole Loan and all other obligations under the Aspect RHG Hotel Portfolio Whole Loan documents have been repaid in full or (2) if the stated Aspect RHG Hotel Portfolio Whole Loan maturity date has not occurred and (A) with respect to the matters described in clause (ii) above, such event of default has been cured and no other event of default has occurred and is continuing or (B) with respect to the matter described in clause (iii) above, the debt service coverage ratio is at least 1.20x for two consecutive calendar quarters, or (C) with respect to the matter described in clauses (iv) and (v) above, an amount equal to the PIP deposit amount is on deposit in the PIP reserve subaccount, or (D) with respect to a Cash Management Period continuing pursuant to clauses (vi) and (vii) above, the Franchise Sweep Termination Conditions (as defined below) have been satisfied and an amount equal to the PIP deposit amount is on deposit in the PIP reserve subaccount.

In order to avoid the commencement of a Low Debt Service Period, the Aspect RHG Hotel Portfolio Borrower is permitted to deposit with the lender cash in an amount that equals or exceeds the product of (x) six, and (y) the then monthly debt service payment. In lieu of making a cash deposit of such amount, the Aspect RHG Hotel Portfolio Borrower is permitted to deliver a letter of credit to the lender with a face amount equal to the then required cash deposit.

The “Franchise Sweep Termination Conditions” include: (i) the delivery of a duly executed replacement franchise agreement from a qualified franchisor for the benefit of Aspect RHG Hotel Portfolio Borrower or master lessee as licensor or franchisor, that satisfies the terms of the Aspect RHG Hotel Portfolio Whole Loan documents and is in full force and effect, (ii) that such replacement franchise agreement has an initial term (exclusive of extension or renewal options) of no less than 10 years and (iii) that the provisions of the Aspect RHG Hotel Portfolio Whole Loan documents have been satisfied (including the delivery of a comfort letter from the franchisor).

Additional Secured Indebtedness (not including trade debts). Not permitted.

Mezzanine Loan and Preferred Equity. Not permitted.

Release of Property. At any time after the expiration of the lockout period, the Aspect RHG Hotel Portfolio Borrower may obtain the release of any of the Aspect RHG Hotel Portfolio Properties; provided that, among other things, (i) the sale of any such property is pursuant to an arm’s-length agreement with a third party not affiliated with any Aspect RHG Hotel Portfolio Borrower or the Aspect RHG Hotel Portfolio Guarantor; (ii) the Aspect RHG Hotel Portfolio Borrower may obtain a release of the property if the Aspect RHG Hotel Portfolio Borrower either defeases a portion of principal in an amount equal to 115.0% of the allocated loan amount for such property, or makes a prepayment of principal equal to 115.0% of the allocated loan amount for such property, (iii) no event of default under the Aspect RHG Hotel Portfolio Whole Loan documents has occurred or is continuing; (iv) the entities that collectively comprise the Aspect RHG Hotel Portfolio Borrower remain special purpose bankruptcy remote entities; (v) the Aspect RHG Hotel Portfolio Borrower and the Aspect RHG Hotel Portfolio Guarantor each execute and deliver such documents as the lender may reasonably request to confirm the continued validity of the Aspect RHG Hotel Portfolio Whole Loan documents and liens; (vi) the debt service coverage ratio for all of the remaining Aspect RHG Hotel Portfolio Properties is not less than the greater of (a) the debt service coverage ratio immediately preceding such release and (b) 1.75x; and (vii) satisfies REMIC Trust loan-to-value requirements. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Releases; Partial Releases” in the Preliminary Prospectus.

Terrorism Insurance. The Aspect RHG Hotel Portfolio Borrower is required to obtain and maintain property insurance, commercial general liability insurance and business income or rental loss insurance that covers foreign and domestic perils and acts of terrorism.

20 Times Square

New York, NY 10036

Collateral Asset Summary – Loan No. 6

20 Times Square

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$25,000,000

16.2%

3.65x

11.5%

(GRAPHIC)

20 Times Square

New York, NY 10036

Collateral Asset Summary – Loan No. 6

20 Times Square

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$25,000,000

16.2%

3.65x

11.5%

(GRAPHIC)

20 Times Square

New York, NY 10036

Collateral Asset Summary – Loan No. 6

20 Times Square

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$25,000,000

16.2%

3.65x

11.5%

(MAP)

20 Times Square

New York, NY 10036

Collateral Asset Summary – Loan No. 6

20 Times Square

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$25,000,000

16.2%

3.65x

11.5%

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		Société Générale			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/KBRA/Moody’s):		A/AAA/AAA			Location:	New York, NY 10036
					General Property Type⁽⁵⁾:	Other
Original Balance⁽¹⁾:		$25,000,000			Detailed Property Type⁽⁵⁾:	Leased Fee
Cut-off Date Balance⁽¹⁾:		$25,000,000			Title Vesting:	Fee Simple
% of Initial Pool Balance:		3.1%			Year Built/Renovated:	N/A
Loan Purpose:		Acquisition			Size:	16,066 SF
Borrower Sponsor:		Mark Siffin			Cut-off Date Balance per SF⁽¹⁾:	$16,494
Mortgage Rate:		3.1080%			Maturity Date Balance per SF⁽¹⁾:	$16,494
Note Date:		4/27/2018			Property Manager:	Self-Managed
First Payment Date:		6/5/2018
Maturity Date:		5/5/2023
Original Term to Maturity		60 months
Original Amortization Term:		0 months
IO Period:		60 months			Underwriting and Financial Information
Seasoning:		3 months			UW NOI⁽⁶⁾:	(a) $30,443,635	(b) $111,452,732
Prepayment Provisions⁽²⁾:		LO (27); DEF (30); O (3)			UW NOI Debt Yield⁽¹⁾⁽⁶⁾:	(a) 11.5%	(b) 42.1%
Lockbox/Cash Mgmt Status:		Hard/In Place			UW NOI Debt Yield at Maturity⁽¹⁾⁽⁶⁾:	(a) 11.5%	(b) 42.1%
Additional Debt Type⁽¹⁾⁽³⁾:		Pari Passu/Subordinate Debt/Mezzanine			UW NCF DSCR⁽¹⁾⁽⁶⁾:	(a) 3.65x	(b)12.91x
Additional Debt Balance⁽¹⁾⁽³⁾:		$240,000,000/$485,000,000/$150,000,000			Most Recent NOI⁽⁷⁾:	N/A
Future Debt Permitted (Type):		No (N/A)			2nd Most Recent NOI⁽⁷⁾:	N/A
Reserves⁽⁴⁾					3rd Most Recent NOI⁽⁷⁾:	N/A
Type	Initial		Monthly	Cap	Most Recent Occupancy⁽⁷⁾:	N/A
RE Tax:	$0		Springing	N/A	2nd Most Recent Occupancy⁽⁷⁾:	N/A
Insurance:	$0		Springing	N/A	3rd Most Recent Occupancy⁽⁷⁾:	N/A
Replacements:	$0		$0	N/A	Appraised Value (as of)⁽⁶⁾:	$1,636,000,000 (1/31/2018)
TI/LC:	$0		$0	N/A	Cut-off Date LTV Ratio⁽¹⁾⁽⁶⁾:	(a) 16.2%	(b) 11.1%
Debt Service Reserve:	$5,200,000		$0	N/A	Maturity Date LTV Ratio⁽¹⁾⁽⁶⁾:	(a) 16.2%	(b) 11.1%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount⁽¹⁾:	$750,000,000	78.2%	Purchase Price:	$900,000,000	93.8%
Mezzanine Loan⁽¹⁾:	$150,000,000	15.6%	Closing Costs:	$53,899,275	5.6%
Borrower Equity:	$59,099,275	6.2%	Reserves:	$5,200,000	0.5%
Total Sources:	$959,099,275	100.0%	Total Uses:	$959,099,275	100.0%

(1)

The 20 Times Square Mortgage Loan (as defined below) is part of the 20 Times Square Whole Loan (as defined below), which is comprised of sixteen senior promissory notes with an aggregate principal balance of $265,000,000 and three subordinate companion notes with an aggregate principal balance of $485,000,000. The Cut-off Date Balance per SF, Maturity Date Balance per SF, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio numbers presented above are based on the aggregate principal balance of the 20 Times Square Senior Loan (as defined below), without regard to the 20 Times Square Subordinate Companion Loan (as defined below). Including the 20 Times Square Subordinate Companion Loan, the Cut-off Date Balance per SF, Maturity Date Balance per SF, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio are $46,682, $46,682, 4.1%, 4.1%, 1.29x, 45.8% and 45.8%, respectively.

(2)

Following the lockout period, the 20 Times Square Borrower (as defined below) has the right to defease the entire 20 Times Square Whole Loan, on any date after the earlier to occur of (i) two years after the closing date of the securitization that includes the last pari passu note to be securitized and (ii) April 27, 2022. In addition, the 20 Times Square Whole Loan is prepayable without penalty on or after March 5, 2023.

(3)

See “The Mortgage Loan”, “Additional Secured Indebtedness (not including trade debts)” and “Mezzanine Loan and Preferred Equity” below for further discussion of additional debt.

(4)

See “Escrows and Reserves” below for further discussion of reserve requirements.

(5)

The 20 Times Square Whole Loan is secured by the borrower’s fee simple interest in a land parcel, totaling 16,066 SF (the “Fee” or the “20 Times Square Property”), beneath a newly constructed 42-story mixed-use building (the “Leasehold” or the “Improvement”) located at 701 Seventh Avenue (at the corner of West 47th Street) in Times Square, New York, New York.

(6)

Underwriting and Financial Information is based on (a) the average annual ground lease payment due under the ground lease during the loan term described below under “The Property,” and (b) the “look-through” of Leasehold (non-collateral) NOI of $111,452,732, representing stabilized appraisal cash flow as of June 2023, as described below under “Operating History and Underwritten Net Cash Flow”. The Cut-off Date LTV Ratio and Maturity Date LTV Ratio are based on (a) the as-is Fee appraised value as of January 31, 2018 of $1,636,000,000, and (b) the as-complete Fee and Leasehold (non-collateral) appraised value of $2,385,100,000, which reflects the value of a newly constructed 42-story mixed-use building, which is not part of the collateral for the 20 Times Square Whole Loan, plus the value of the Fee (collateral).

(7)

Historical financial and occupancy information are not available as the Improvement (as defined below) is scheduled to be completed in August 2018.

The Mortgage Loan. The sixth largest mortgage loan (the “20 Times Square Mortgage Loan”) is part of a whole loan (the “20 Times Square Whole Loan”) evidenced by (i) sixteen pari passu senior promissory notes with an aggregate original principal balance of $265,000,000 (collectively, the “20 Times Square Senior Loan”) and (ii) three promissory notes with an aggregate original principal balance of $485,000,000, that are subordinate to the 20 Times Square Senior Loan (collectively, the “20 Times Square Subordinate Companion Loan”). The 20 Times Square Mortgage Loan is secured by a first priority lien on the 20 Times Square Borrower’s (as defined below) fee simple interest in a land parcel totaling 16,066 SF, beneath a newly constructed mixed-use building consisting of hotel, retail and digital signage components (collectively, the “Improvement”) located at 701 Seventh Avenue (at the corner of West 47th Street) in Times Square, New York, New York. The Improvement will not be collateral for the 20 Times Square Whole Loan. The 20 Times Square Borrower also holds technical legal title to the Improvement. However, since the Improvement has been 100.0% leased to the ground lessee pursuant to

20 Times Square

New York, NY 10036

Collateral Asset Summary – Loan No. 6

20 Times Square

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$25,000,000

16.2%

3.65x

11.5%

the Ground Lease (as defined below), the 20 Times Square Borrower will only receive the rental income from the Ground Lease and not from the operation of any of the Improvement. Therefore, we refer to the Improvement as not being collateral for the 20 Times Square Whole Loan.

Promissory Notes A-2-A-4, A-2-A-5 and A-2-A-6 with an aggregate original principal balance of $25,000,000, represent the 20 Times Square Mortgage Loan, and will be included in the UBS 2018-C12 Trust. The 20 Times Square Whole Loan is serviced pursuant to the trust and servicing agreement for the 20 Times Square Trust 2018-20TS. The below table summarizes the remaining senior promissory notes, which are currently held by Column Financial, Inc. and are expected to be contributed to one or more future securitization transactions or may be otherwise transferred at any time. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

20 Times Square Whole Loan Summary
Note	Original Balance	Cut-off Date Balance	Anticipated Note Holder	Controlling Piece
Note A-1-A	$32,500,000	$32,500,000	20 Times Square Trust 2018-20TS	No
Note A-2-A-2	$25,000,000	$25,000,000	20 Times Square Trust 2018-20TS	No
Note A-1-B	$49,100,000	$49,100,000	20 Times Square Trust 2018-20TS	No
Note A-1-C	$4,700,000	$4,700,000	20 Times Square Trust 2018-20TS	No
Note A-2-C-2-B	$3,700,000	$3,700,000	20 Times Square Trust 2018-20TS	No
Note A-2-A-1	$30,000,000	$30,000,000	UBS 2018-C11	No
Note A-2-A-3	$20,000,000	$20,000,000	UBS 2018-C11	No
Note A-2-A-4	$10,000,000	$10,000,000	UBS 2018-C12	No
Note A-2-A-5	$10,000,000	$10,000,000	UBS 2018-C12	No
Note A-2-A-6	$5,000,000	$5,000,000	UBS 2018-C12	No
Note A-2-B-1	$16,000,000	$16,000,000	Column Financial, Inc.	No
Note A-2-B-2	$16,000,000	$16,000,000	Column Financial, Inc.	No
Note A-2-B-3	$16,000,000	$16,000,000	Column Financial, Inc.	No
Note A-2-B-4	$16,000,000	$16,000,000	Column Financial, Inc.	No
Note A-2-C-1	$7,350,000	$7,350,000	Column Financial, Inc.	No
Note A-2-C-2-A	$3,650,000	$3,650,000	Column Financial, Inc.	No
Note A-B-1	$242,500,000	$242,500,000	20 Times Square Trust 2018-20TS	Yes
Note A-B-2	$206,900,000	$206,900,000	20 Times Square Trust 2018-20TS	No
Note A-B-3	$35,600,000	$35,600,000	20 Times Square Trust 2018-20TS	No
Total	$750,000,000	$750,000,000

The proceeds of the 20 Times Square Whole Loan and the mezzanine loan with an original principal balance of $150,000,000 (the “20 Times Square Mezzanine Loan”), together with approximately $59,099,275 of borrower sponsor’s equity, were used to acquire the 20 Times Square Property, pay closing costs and fund reserves. An affiliate of the borrower sponsor acquired the Improvement and is the Leasehold owner/ground tenant.


	(1)	Cumulative Loan Per SF is calculated based on 16,066 SF.

(2)

Based on (a) the as-is Fee appraised value of $1,636,000,000 as of January 31, 2018 and (b) the as-complete Fee and Leasehold (non-collateral) appraised value of $2,385,100,000, which reflects the value of a newly constructed 42-story mixed-use building, which is not part of the collateral for the 20 Times Square Whole Loan, plus the value of the Fee (collateral).

(3)

Based on (a) the UW Ground Rent of $30,443,635 and (b) the look-through of Leasehold (non-collateral) NOI of $111,452,732, representing stabilized appraisal cash flow as of June 2023. See “Operating History and Underwritten Net Cash Flow” below for further discussion.

(4)

Based on an interest rate of 3.1080% on the 20 Times Square Senior Loan, 3.1080% on the 20 Times Square Subordinate Companion Loan and 5.1000% on the 20 Times Square Mezzanine Loan. See “Mezzanine Loans and Preferred Equity” below for further discussion of the 20 Times Square Mezzanine Loan. Based on (a) the UW Ground Rent of $30,443,635 and (b) the look-through of Leasehold (non-collateral) NCF of $107,777,732, representing stabilized appraisal cash flow as of June 2023. See “Operating History and Underwritten Net Cash Flow” below for further discussion.

(5)

Based on the year five contractual ground rent of $31,661,141, the Cumulative UW NCF DSCR is 1.01x. At origination of the 20 Times Square Whole Loan, $5,200,000 was reserved in a debt service reserve.

(6)

Implied Equity is based on the as-is Fee appraised value of $1.636 billion, less total debt of $900.0 million.

20 Times Square

New York, NY 10036

Collateral Asset Summary – Loan No. 6

20 Times Square

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$25,000,000

16.2%

3.65x

11.5%

The Borrower and the Borrower Sponsor. The borrower is 20 TSQ GroundCo LLC (the “20 Times Square Borrower”), a Delaware limited liability company structured to be bankruptcy-remote with two independent directors. Legal counsel to the 20 Times Square Borrower delivered a non-consolidation opinion in connection with the origination of the 20 Times Square Whole Loan. The 20 Times Square Borrower is indirectly owned by Mark Siffin.

The non-recourse carveout guarantor and borrower sponsor of the 20 Times Square Whole Loan is Mark Siffin, who is the chairman and CEO of Maefield Development. Maefield Development is a privately owned real estate company formed in 1991. The company has successfully acquired, entitled, developed or sold in excess of 6 million SF of retail, office, single-family and multi-family residences. The company has interests in over $9.0 billion of properties (including the 20 Times Square Property and the Improvement) currently under development or in operation. Information available from various public sources includes allegations that between 1971 and 1986 Mark A. Siffin was investigated, arrested, charged or indicted with respect to certain offenses. In particular, court records indicate that Mr. Siffin was charged in 1973 with unlawful possession of heroin with intent to distribute and served approximately 18 months’ probation. In addition, Mr. Siffin was indicted in 1982 by a federal grand jury as part of a conspiracy to distribute marijuana and in 1986 for felony possession of a firearm; both indictments were dismissed before commencement of trial. In addition, according to news sources, in 2002 Mr. Siffin was the managing member of the Sunset Millennium multi-use development project in West Hollywood, California, which was subject to local opposition, including accusations that contributions to a charitable project closely associated with a city councilman were connected to the city council’s approval of certain billboard signage rights. Mr. Siffin’s role as managing member was subsequently terminated. See “Risk Factors—Risks Relating to the Whole Loan—Prior Bankruptcies or Other Proceedings May Be Relevant to Future Performance” and “Description of the Mortgage Pool—Litigation and Other Considerations” in the Preliminary Prospectus.

The Property. The 20 Times Square Property consists of a rectangular-shaped parcel of land totaling 16,066 SF situated along the northeasterly corner of Seventh Avenue and West 47th Street in Times Square, New York, New York. The collateral for the 20 Times Square Whole Loan does not include the Improvement constructed on such parcel of land. The Improvement consists of a newly constructed 42-story building containing three components: 74,820 SF of retail space (the “Retail Component”), 18,000 SF of digital signage (the “Signage Component”) and a 452-room luxury hotel (the “Hotel Component”) with multiple food and beverage venues branded as an Edition Hotel by Marriott (the “Edition”). The Improvement features 250 linear feet fronting Times Square serving 74,820 SF of retail space, and 18,000 SF of the digital signage facing directly onto Duffy Square. The Retail Component and Signage Component are both complete with two retail tenants open for business. The borrower sponsor anticipates the Improvement will be completed in August 2018 at a total project cost of $1.2 billion. The leasehold mortgage loan documents require that the Improvement be completed by December 31, 2018 and the failure to complete the Improvement by such date will be an event of default under the leasehold mortgage loan. The Improvement is not collateral for the 20 Times Square Whole Loan.

Each of the Improvement components is discussed below:

The Retail Component. The Retail Component is comprised of three Times Square-facing storefronts and is 68.9% leased and occupied as of April 25, 2018. The Retail Component includes the first four floors of the podium plus two below-grade levels and 250 linear feet of Times Square frontage, of which two storefronts are leased, one to the CDS NFL Event, L.L.C. (the “NFL Experience”), a joint-venture between Cirque du Soleil and the National Football League (43,130 SF spread across six levels), and one to The Hershey Company (“Hershey’s Chocolate World”) (8,440 SF). The remaining corner storefront is currently being marketed for leasing (23,250 SF across three levels). The Hershey Company (Moody’s: A1 / S&P: A) is one of the largest confectionary manufacturers in the world. The location is replacing their longtime Times Square location at 1593 Broadway at the southwest intersection of 48th Street and Broadway. The new space is triple the size of their previous store. The NFL Experience will be an interactive and retail facility that will span four floors and will include a 350-seat state-of-the-art theater with show production by NFL Films, and brings together the NFL and Cirque du Soleil together in Times Square. The remaining 23,250 SF of space is located at the center of the base and offers the most frontage to Times Square within the retail configuration at the Improvement.

The Signage Component. The LED signage component comprises a total surface area of 18,000 SF. The Improvement has five signs, of which three are allocated to the retail tenants. Both the CDS NFL Event, L.L.C. and The Hershey Company’s retail tenants have LED signage panels as part of their leases. It is assumed that an additional available LED panel will be included as part of the lease for the presently vacant retail space. The remaining signage is currently managed by Clear Channel Outdoor, Inc., under an interim marketing agreement until completion of the project. Under the interim marketing agreement, Clear Channel Outdoor, Inc. will manage the sourcing, scheduling, selling and display of all third-party advertising on the sign splitting the revenue from this activity according to a 20/80 ownership split between themselves and the borrower sponsor.

The Hotel Component. The Hotel Component will operate as an Edition, a luxury, lifestyle hotel brand that is part of Marriott Hotel Corporation (“Marriott”). Edition is a joint-venture between Marriott and Ian Schrager, whereby Marriott provides operational and distribution expertise and Ian Schrager provides conceptual and design expertise. The Edition brand is currently comprised of eight properties with 2,051 rooms in London, New York, Miami Beach, Bodrum, Sanya, Shanghai, Times Square and Barcelona. Three additional Edition brand properties in Abu Dhabi, Bangkok and West Hollywood totaling 542 rooms are projected to open in 2018. Edition properties are positioned in the luxury tier of the Smith Travel Research chain scale. Due to the small size of the Edition portfolio, Marriott does not provide composite occupancy and average rate for the Edition brand. The Edition will be the centerpiece of the Improvement and occupy floors seven through 42. The Edition is the first hotel in Times Square to have been conceived to incorporate Times Square as part of the visiting experience and is the only hotel to offer outdoor space where a visitor can look into Times Square. The Edition will have an elevator lobby off West 47th Street, which will provide direct access to the hotel lobby on level 10 and to the restaurants, bars, and cabaret located on levels 7, 9 and 11. The hotel’s public space interiors, conceptualized by Ian Schrager and executed by Yabu Pushelberg, will be in classic modern style. The Improvement will feature four floors of food and beverage offerings, which will be open to the public and will leverage the 20 Times Square Property’s location. The Edition’s entertainment venues will include two restaurants, three bars, and a cabaret room. In addition, floors 7, 9, 10 and 11 will have outdoor terraces which will include a seasonal enclosed restaurant/event space, beer garden, and cocktail terraces. The terraces are situated to offer views of Times Square. According to the borrower sponsor, the food and beverage operation is expected to be managed by Starr Restaurant Organization, LP (“Starr Restaurants”) (although the agreement between the 20 Times Square Borrower and Starr Restaurants has not been finalized and executed). Starr Restaurants is a group of restaurants located in Philadelphia, New York, New Jersey, Washington D.C., Florida, and Paris. The organization is headed by founder and CEO Stephen Starr, an American restaurateur and former entertainment promoter. The project construction is partially complete. The Edition is in the midst of installation of fixtures, fittings and furnishings. The Hotel Component is expected to open on August 15, 2018.

At origination, the 20 Times Square Property was encumbered by a 99-year ground lease (the “Ground Lease”), with no termination option, to an affiliate of the 20 Times Square Borrower, with an initial ground rent of $29.25 million per year, subject to 2.0% annual increases in years two through five, and 2.75% annual increases thereafter.

20 Times Square

New York, NY 10036

Collateral Asset Summary – Loan No. 6

20 Times Square

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$25,000,000

16.2%

3.65x

11.5%

The following table presents a summary regarding the Retail Component tenants at the 20 Times Square Property:

Retail Component Tenant Summary⁽¹⁾
Tenant Name	Credit Rating (Fitch/Moody’s/S&P)	Tenant SF	Approximate % of SF	Lease Expiration	Annual Rent	PSF	Breakpoint	% Over Breakpoint
CDS NFL Event, L.L.C. (Ground)	NR/NR/NR	1,030	1.4%	2/28/2028	$2,163,000	$2,100.00	$100,000,000⁽²⁾	5.0%⁽²⁾
CDS NFL Event, L.L.C. (2^nd Floor)	NR/NR/NR	13,100	17.5%	2/28/2028	$3,275,000	$250.00	$100,000,000⁽²⁾	5.0%⁽²⁾
CDS NFL Event, L.L.C. (3^rd Floor)	NR/NR/NR	12,500	16.7%	2/28/2028	$1,562,000	$124.96	$100,000,000⁽²⁾	5.0%⁽²⁾
CDS NFL Event, L.L.C. (4^th Floor)	NR/NR/NR	12,500	16.7%	2/28/2028	$1,250,000	$100.00	$100,000,000⁽²⁾	5.0%⁽²⁾
CDS NFL Event, L.L.C. (Storage)	NR/NR/NR	4,000	5.3%	2/28/2028	$0	$0.00	$100,000,000⁽²⁾	5.0%⁽²⁾
The Hershey Company (Ground)	NR/A1/A	6,940	9.3%	3/31/2037	$9,100,000	$1,311.24	$40,000,000⁽³⁾	8.0%
The Hershey Company (Storage)	NR/A1/A	1,500	2.0%	3/31/2037	$0	$0.00	$40,000,000⁽³⁾	8.0%
Occupied Total		51,570	68.9%		$17,350,000	$336.44
Vacant - Lower Level 2		8,920	11.9%		$1,784,000	$200.00⁽⁴⁾
Vacant - Lower Level 1		11,370	15.2%		$2,842,500	$250.00⁽⁴⁾
Vacant - Ground Floor		2,960	4.0%		$7,400,000	$2,500.00⁽⁴⁾
Total Vacant Space		23,250	31.1%		$12,026,500	$517.27
Improvement Total		74,820	100.0%		$29,376,500	$392.63

(1)

Information is based on the underwritten rent roll.

(2)

Breakpoint reflects aggregate sales. Breakpoint means an amount equal to $50,000,000 for each lease year until the date on which landlord has been paid $10,000,000 in the aggregate of percentage rent (the “Initial Percentage Rent Period”) and thereafter $100,000,000 for each lease year. The percentage rent rate means 10.0% during the Initial Percentage Rent Period and thereafter 5.0%.

(3)

Breakpoint reflects aggregate sales.

(4)

Vacant space is grossed up to the appraisal market rent assumptions.

The Market. The 20 Times Square Property is located within the Times Square section of the Midtown section of Manhattan, proximate the Theater District. The Times Square neighborhood is bounded by West 53rd Street to the north; West 42nd Street to the south; Sixth Avenue to the east; and Eighth Avenue to the west. The Theater District is defined as being bounded between Broadway and Eighth Avenue from the low-West 40s to the low-West 50s. Times Square is a small land area of significant consequence. Per the appraisal, though it comprises only 0.1% of New York City’s land area, Times Square supports 10% of the city’s jobs and generates 11% of its economic output. With over 170,000 workers, over 17,000 hotel rooms, and approximately 29 million SF of office space, Times Square is a major commercial, retail and entertainment center.

The 20 Times Square Property is located within northern periphery of what is commonly known as the “bowtie” section of Times Square. The bowtie (named for its bowtie shape) forms the heart of the Times Square neighborhood and is defined as the area bounded by Broadway and Seventh Avenue between West 42nd and West 47th Streets. The heart of Midtown, Times Square is a hub in the MTA subway network with five subway stations within the district boundaries. There are local and express service subway stations along Lexington/Park Avenue (No. 4, 5 and 6), Sixth Avenue (B, D, F, M), Seventh Avenue/Broadway (N, Q, R), Seventh Avenue (No. 1, 2, 3) and Eighth Avenue (A, C, E) as well as crosstown subway lines on 14th Street (L), 42nd Street (S and No. 7), 53rd Street (E) and 59th Street (N, Q, R). The No. 7 train extends to West 34th Street and Eleventh Avenue, completed in 2014, thereby linking Midtown Manhattan to the 26-acre Hudson Yards, where plans are underway to construct a 12.9 million SF mixed-use office, residential and hotel district. The PATH train provides access from West 33rd Street and south along Sixth Avenue to the New Jersey cities of Newark, Hoboken and Jersey City.

New York City is one of the nation’s premier tourist destinations. According to NYC & Company, New York City has been breaking records of visitors for the past five years: 50 million in 2011, 52 million in 2012, 54.3 million in 2013, 55.0 million in 2014, 58.3 million in 2015, and 60.3 million in 2016. According to the Times Square Alliance, the Times Square district had approximately 334,039 daily visitors in December 2017. On its busiest days, daily traffic in this neighborhood can exceed 480,000 persons. In the Duffy Square area of the bowtie, average daily pedestrian traffic past the 20 Times Square Property site averages 177,929 per day (as of August 2017), an over 40.0% increase in daily traffic since June 2014. A true “24/7” neighborhood, statistics indicate average daily pedestrian traffic in the bowtie at 66,000 persons between 7pm and 1am. On an average weekday, at least half a million people commute to the Times Square area via all forms of public transportation. Per the appraisal, annual visitors to the Times Square area are estimated to be in excess of 2 million people.

According to a third party market research report, as of the 4th quarter of 2017, the average asking rent in the Times Square “bowtie” spanning Broadway and Seventh Avenue, from West 42nd Street to West 47th Street, was $2,020 PSF, up from $1,977 PSF in the previous quarter, and down 1.9% from one year ago. An additional third party market research report suggests slightly better performance, with asking rents in the bowtie at $2,187 PSF as of the 1st quarter of 2017, down only 3.1% from the prior year quarter. However, current asking rents are up over 220.0% from five years ago when rents registered only $691 PSF. According to the appraisal, this corridor experienced the greatest five-year growth in asking rents compared to all other submarkets tracked.

According to the appraisal, the Hotel Component’s defined primary competitive marketplace includes eleven properties, including The Muse by Kimpton, Hyatt Centric Times Square, InterContinental Times Square, Westin Times Square, Andaz Fifth Avenue, The Chatwal, Langham Place Fifth Avenue, the Renaissance Times Square, The London NYC, the W Times Square, and The NoMad Hotel. The eleven primary competitors range in size from 76 to 873 rooms and collectively contain an aggregate of 4,197 rooms (including the seven-room addition to the Renaissance in February 2016).

20 Times Square

New York, NY 10036

Collateral Asset Summary – Loan No. 6

20 Times Square

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$25,000,000

16.2%

3.65x

11.5%

Primary competitive properties to the Hotel Component are shown in the table below:

Competitive Property Summary
Hotel	No. of Rooms	Percentage Competitive	Competitive Rooms		Estimated 2017
Hotel	No. of Rooms	Percentage Competitive	Competitive Rooms		Occupancy	Average Rate	RevPAR
Kimpton The Muse	200	100%		200	85%-90%	$290-$300	$255-$265
Hyatt Centric Times Square	487	100%		487	90%-95%	$320-$330	$300-$310
InterContinental New York Times Square	607	100%		607	90%-95%	$300-$310	$270-$280
Westin New York @ Times Square	873	100%		873	95%-100%	$290-$300	$275-$285
Andaz Fifth Avenue	184	100%		184	90%-95%	$420-$430	$385-$395
The Chatwal	76	100%		76	80%-85%	$595-$605	$485-$495
Langham Place Fifth Avenue	214	100%		214	80%-85%	$555-$565	$445-$455
Renaissance New York Times Square	317	100%		317	85%-90%	$295-$305	$255-$265
The London NYC	562	100%		562	80%-85%	$400-$410	$335-$345
W New York Times Square	509	100%		509	95%-100%	$315-$325	$300-$310
The NoMAD	168	100%		168	85%-90%	$370-$380	$325-$335
Total/Wtd. Avg.	4,197			4,197	90.4%	$341.92	$309.22

Source: Appraisal

Cash Flow Analysis
Revenues	In Place Contractual Ground Rent	Year Five Contractual Ground Rent	UW Ground Rent⁽¹⁾
Base Rent	$29,250,000	$31,661,141	$30,443,635
Total Gross Potential Income	$29,250,000	$31,661,141	$30,443,635
Less: Vacancy	$0	$0	$0
Effective Gross Income	$29,250,000	$31,661,141	$30,443,635
Total Expenses	$0	$0	$0
Net Operating Income	$29,250,000	$31,661,141	$30,443,635
Net Cash Flow	$29,250,000	$31,661,141	$30,443,635

(1)

Reflects average ground rent payment over a five-year period. At origination, the Improvement is encumbered by a 99-year ground lease, to an affiliate of the 20 Times Square Borrower, with an initial ground rent of $29.25 million, 2.0% annual increases in year two through five, and 2.75% increases thereafter.

20 Times Square

New York, NY 10036

Collateral Asset Summary – Loan No. 6

20 Times Square

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$25,000,000

16.2%

3.65x

11.5%

The following table presents certain information relating to the stabilized appraised net cash flow of the non-collateral Improvements:

Look-Through of Leasehold Interest (Non-Collateral)⁽¹⁾
	Stabilized Appraised NCF
Retail Component
Gross Potential Rent	$37,204,749
Percentage Rent	$10,328,715
Expense Reimbursement	$742,314
Total Gross Potential Income	$48,275,778
Less: Vacancy	($103,287)
Effective Gross Income	$48,172,491
Total Operating Expenses	$4,979,225
Net Operating Income	$43,193,266
Replacement Reserves	$0
TI/LC	$0
Net Cash Flow	$43,193,266

Signage Component
Gross Potential Rent	$18,977,424
Signage Reserve	($113,958)
Net Cash Flow	$18,863,466

Hotel Component
Occupancy	88.0%
ADR	$529.00
RevPAR	$465.96
Room Revenue	$76,874,000
F&B Revenue	$44,602,000
Other Departmental Revenue	$1,008,000
Total Revenue	$122,484,000
Operating Expenses	$44,713,000
Undistributed Expenses	$22,780,000
Gross Operating Profit	$54,991,000
Total Fixed Charges	$5,595,000
Net Operating Income	$49,396,000
FF&E	$3,675,000
Net Cash Flow	$45,721,000

Total Net Cash Flow	$107,777,732


(1)	Look-through analysis reflects stabilized appraised cash flow in June 2023. Prior historical operating information is unavailable as the Improvement is scheduled to be completed in August 2018.

Escrows and Reserves. The 20 Times Square Borrower deposited $5,200,000 for 20 Times Square Whole Loan and 20 Times Square Mezzanine Loan debt service shortfalls. Ongoing tax and insurance reserves are not required as long as (i) no event of default under the 20 Times Square Whole Loan documents has occurred and is continuing, (ii) no Ground Lease Trigger (as defined below) has occurred and is continuing, (iii) the ground lessee is responsible, pursuant to the terms of the Ground Lease, for the direct payment or reimbursement of all taxes and insurance premiums and no default has occurred under the Ground Lease, (iv) the Ground Lease has not been terminated nor has the 20 Times Square Borrower accepted a surrender of the Ground Lease, and (v) the lender receives evidence satisfactory to the lender that all taxes and insurance premiums have been timely paid no later than fifteen days prior to the date the taxes and/or insurance premiums, as applicable, would become delinquent.

Lockbox and Cash Management. The 20 Times Square Whole Loan provides for a hard lockbox with in-place cash management. The 20 Times Square Borrower will be required to cause all rents and other revenues from the 20 Times Square Property to be paid directly into a clearing account. Funds deposited into the clearing account are required to be swept on a daily basis into deposit account, and applied and disbursed in accordance with the 20 Times Square Whole Loan documents. The lender will establish sub-accounts at the deposit bank for certain items including ongoing escrows and reserves required by the 20 Times Square Whole Loan documents. In addition, during a Cash Sweep Period (as defined below), all the excess cash flow from the 20 Times Square Property (after debt service, required escrows and reserves and approved operating expenses) will be swept into an account controlled by the lender and held as cash collateral for the 20 Times Square Whole Loan. The up-front and ongoing expenses of maintaining the clearing account and deposit account, and any other accounts maintained pursuant to the 20 Times Square Whole Loan documents, is the responsibility of the 20 Times Square Borrower. The clearing account and the deposit account will be under the sole control and dominion of the lender and the 20 Times Square Borrower will have no right of withdrawal therefrom.

A “Cash Sweep Period” will commence on the occurrence of any of the following: (i) an event of default under 20 Times Square Whole Loan documents or (ii) (A) an event of default under the Ground Lease with respect to the 20 Times Square Property, (B) the giving of written notice by ground lessee of its intention to terminate the Ground Lease, (C) the termination or cancellation of the Ground Lease by either the 20 Times Square Borrower or ground lessee through the institution of legal action without lender’s consent, (D) the Ground Lease is otherwise terminated or cancelled or otherwise is not in full

20 Times Square

New York, NY 10036

Collateral Asset Summary – Loan No. 6

20 Times Square

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$25,000,000

16.2%

3.65x

11.5%

force or effect, or (E) the occurrence of a bankruptcy action with respect to the ground lessee which is not discharged within 90 days (each of the events described in this clause (ii), a “Ground Lease Trigger”). A Cash Sweep Period will end if (1) the 20 Times Square Whole Loan, and all other obligations under the 20 Times Square Whole Loan documents have been repaid in full or (2) in the case of a Cash Sweep Period triggered by an event described in clauses (i) or (ii) above, for six consecutive months since the commencement of the most recent Cash Sweep Period (A) the lender accepts the cure of the event of default and no default or event of default under the 20 Times Square Whole Loan or the Ground Lease has occurred and is continuing, (B) the Ground Lease Trigger has been cured and no other Ground Lease Trigger has occurred and is continuing, and (C) no event that could trigger another Cash Sweep Period has occurred.

Additional Secured Indebtedness (not including trade debts). In addition to the 20 Times Square Mortgage Loan, the 20 Times Square Property also secures thirteen additional pari passu senior notes, which combined with the 20 Times Square Mortgage Loan comprise the 20 Times Square Senior Loan with an aggregate original principal balance of $265,000,000, and three subordinate notes with an aggregate original principal balance of $485,000,000 comprising the 20 Times Square Subordinate Companion Loan. Note A-B-1, A-B-2 and A-B-3 are pari passu with one another, accrue interest at a rate of 3.1080% and are entitled to payments of interest on a subordinate basis to the 20 Times Square Senior Loan. The 20 Times Square Mortgage Loan along with the other notes that comprise the 20 Times Square Senior Loan are each pari passu in right of payment and the 20 Times Square Senior Loan is senior in right of payment to the 20 Times Square Subordinate Companion Loan. The holders of the 20 Times Square Mortgage Loan, the other notes that comprise the 20 Times Square Senior Loan and the 20 Times Square Subordinate Companion Loan have entered into a co-lender agreement which sets forth the allocation of collections on the 20 Times Square Whole Loan. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans” in the Preliminary Prospectus.

Mezzanine Loan and Preferred Equity. The 20 Times Square Mezzanine Loan is secured by the equity in the 20 Times Square Borrower, has an original principal balance $150,000,000 and accrues interest at a rate of 5.1000% per annum and is coterminous with the 20 Times Square Whole Loan. The 20 Times Square Mezzanine Loan is interest-only for the first 60 months. Including the 20 Times Square Whole Loan and the 20 Times Square Mezzanine Loan, the cumulative Cut-off Date LTV Ratio, Maturity Date LTV Ratio, UW NCF DSCR, UW NOI Debt Yield and UW NOI Debt Yield at Maturity are 55.0%, 55.0%, 0.97x, 3.4% and 3.4%, respectively. The lenders of the 20 Times Square Whole Loan and 20 Times Square Mezzanine Loan have entered into an intercreditor agreement.

In addition to the 20 Times Square Mezzanine Loan, according to information provided by the borrower sponsor, various affiliates of the 20 Times Square Borrower have pledged their respective equity interests in certain parent entities of the 20 Times Square Borrower to secure their various obligations related to (1) certain notes secured by the Leasehold (non-collateral) and (2) certain obligations that are unrelated to the 20 Times Square Property. See “Description of the Mortgage Pool—Mezzanine Indebtedness” in the Preliminary Prospectus.

Release of Property. Not permitted.

Terrorism Insurance. The 20 Times Square Borrower is required to obtain and maintain property insurance, commercial general liability insurance, and business income or rental loss insurance that covers perils of terrorism and acts of terrorism, both foreign and domestic.

23021-23081 Savi Ranch Parkway

Yorba Linda, CA 92887

Collateral Asset Summary – Loan No. 7

Savi Ranch Center

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$24,750,000

71.7%

1.48x

10.2%

(GRAPHIC)

23021-23081 Savi Ranch Parkway

Yorba Linda, CA 92887

Collateral Asset Summary – Loan No. 7

Savi Ranch Center

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$24,750,000

71.7%

1.48x

10.2%

(MAP)

23021-23081 Savi Ranch Parkway

Yorba Linda, CA 92887

Collateral Asset Summary – Loan No. 7

Savi Ranch Center

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$24,750,000

71.7%

1.48x

10.2%

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		UBS AG			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/KBRA/Moody’s):		NR/NR/NR			Location:	Yorba Linda, CA 92887
					General Property Type:	Retail
Original Balance:		$24,750,000			Detailed Property Type:	Anchored
Cut-off Date Balance:		$24,750,000			Title Vesting:	Fee Simple
% of Initial Pool Balance:		3.1%			Year Built/Renovated:	1997-1999/N/A
Loan Purpose:		Acquisition			Size:	160,773 SF
Borrower Sponsors:		Bac Dai Tran; Oanh Kim Tran			Cut-off Date Balance per SF:	$154
Mortgage Rate:		5.0085%			Maturity Date Balance per SF:	$133
Note Date:		6/20/2018			Property Manager:	Western Smart Realty and Management LLC (borrower-related)
First Payment Date:		8/6/2018
Maturity Date:		7/6/2028
Original Term to Maturity		120 months
Original Amortization Term:		360 months
IO Period:		24 months			Underwriting and Financial Information
Seasoning:		1 month			UW NOI:	$2,526,127
Prepayment Provisions⁽¹⁾:		LO (25); DEF (91); O (4)			UW NOI Debt Yield:	10.2%
Lockbox/Cash Mgmt Status:		Hard/Springing			UW NOI Debt Yield at Maturity:	11.8%
Additional Debt Type:		N/A			UW NCF DSCR:	1.89x (IO)	1.48 (P&I)
Additional Debt Balance:		N/A			Most Recent NOI:	$2,437,070 (3/31/2018 TTM)
Future Debt Permitted (Type):		No (N/A)			2nd Most Recent NOI:	$2,476,565 (12/31/2017)
Reserves⁽²⁾					3rd Most Recent NOI:	$2,602,069 (12/31/2016)
Type	Initial		Monthly	Cap	Most Recent Occupancy:	96.0% (4/17/2018)
RE Tax:	$158,475		$34,451	N/A	2nd Most Recent Occupancy:	96.0% (3/31/2018)
Insurance:	$11,022		$4,239	N/A	3rd Most Recent Occupancy:	96.0% (12/31/2017)
Required Repairs⁽³⁾:	$450,000		$0	N/A	Appraised Value (as of):	$34,500,000 (4/21/2018)
Replacements:	$0		$2,144	$160,773	Cut-off Date LTV Ratio:	71.7%
TI/LC:	$0		$12,728	$350,000	Maturity Date LTV Ratio:	62.1%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount:	$24,750,000	73.9%	Purchase Price⁽³⁾:	$32,550,000	97.2%
Borrower Equity:	$8,732,313	26.1%	Reserves:	$619,497	1.9%
			Closing Costs:	$312,816	0.9%
Total Sources:	$33,482,313	100.0%	Total Uses:	$33,482,313	100.0%

(1)

Partial release is permitted. See “Release of Property” below for further discussion of release requirements.

(2)

See “Escrows and Reserves” below for further discussion of reserve requirements.

(3)

The purchase price of $32.55 million is net of a $450,000 credit that the borrower sponsor received for estimated immediate repairs. At origination, the $450,000 credit was escrowed into a required repairs reserve.

The Mortgage Loan. The seventh largest mortgage loan (the “Savi Ranch Center Mortgage Loan”) is evidenced by a promissory note with an original principal balance of $24,750,000, that is secured by a first priority fee mortgage encumbering a seven-building 160,773 SF retail center located in Yorba Linda, California (the “Savi Ranch Center Property”). The proceeds of the Savi Ranch Center Mortgage Loan, along with borrower sponsor equity of approximately $8.7 million, were used to acquire the Savi Ranch Center Property, pay closing costs and fund reserves.

The Borrower and the Borrower Sponsors. The borrower is Savi Ranch Group, LLC (the “Savi Ranch Center Borrower”), a single purpose Delaware limited liability company structured to be bankruptcy-remote with two independent directors. Legal counsel to the Savi Ranch Center Borrower delivered a non-consolidation opinion in connection with the origination of the Savi Ranch Center Mortgage Loan. The Savi Ranch Center Borrower is indirectly owned by Bac Dai Tran (49.0%), Oanh Kim Tran (49.0%) and Tinh Tim Nguyen (2.0%). The non-recourse carveout guarantors and borrower sponsors of the Savi Ranch Center Mortgage Loan are Bac Dai Tran and Oanh Kim Tran, siblings and members of the Tran family.

The Tran family has assets in excess of $50.0 million and acquires and develops commercial real estate, residential townhomes, single family homes, and large personal estates. Recent real estate investment experience of the Tran family includes the acquisition of the 190-room full service University Square Hotel, located in Fresno, California, in December 2012 and the 204-room Park Inn Hotel by Radisson, in December 2016. The Tran family successfully converted the Park Inn Hotel by Radisson into an independent hotel named The Hotel Fresno.

The Property. The Savi Ranch Center Property is a 160,773 SF retail shopping center, located in Yorba Linda, California. Located on a 17.8-acre site, the Savi Ranch Center Property provides for 911 parking spaces (approximately 5.7 per 1,000 SF). The improvements of the Savi Ranch Center Property include seven single-story buildings that were constructed between 1997 and 1999. As of the April 17, 2018 rent roll, the Savi Ranch Center Property was 96.0% occupied by nine national and local tenants, with one vacant outparcel. The Savi Ranch Center Property is anchored by Dick’s Sporting Goods

23021-23081 Savi Ranch Parkway

Yorba Linda, CA 92887

Collateral Asset Summary – Loan No. 7

Savi Ranch Center

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$24,750,000

71.7%

1.48x

10.2%

(50,000 SF), Bed Bath & Beyond (43,000 SF) and Michaels (23,923 SF), and shadow-anchored by Best Buy, Kohl’s and La-Z-Boy Furniture, which are not collateral for the Savi Ranch Center Mortgage Loan but contribute to common area maintenance reimbursements. The Savi Ranch Center Property is subject to a reciprocal easement agreement (“REA”) established to govern the use and maintenance of the broader shopping center. At origination, the Savi Ranch Center Borrower was named as the REA operator. Other tenants at the Savi Ranch Center Property are retail, restaurant and lifestyle tenants, including Michaels and Thomasville Home Furnishings. Eight out of the nine tenants have been at the Savi Ranch Center Property for over 17 years. Between 2014 and 2017, average occupancy at the Savi Ranch Center Property was 99.0%.

Major Tenants.

Dick’s Sporting Goods (50,000 SF, 31.1% of NRA, 31.8% of underwritten base rent). Dick’s Sporting Goods (NYSE: DKS) is an omni-channel sporting goods retailer offering an assortment of sports equipment, apparel, footwear and accessories. Dick’s Sporting Goods also owns and operates Golf Galaxy, Field & Stream and other specialty concept stores, and other sports digital platforms. The company was founded in 1948 and is headquartered in Pittsburgh, Pennsylvania. As of February 3, 2018, Dick’s Sporting Goods operated 716 Dick’s Sporting Goods stores with approximately 38.0 million SF across 47 states. As of the 53 weeks ended February 3, 2018, Dick’s Sporting Goods had net sales and net income of approximately $8.6 billion and $323.4 million, respectively. Dick’s Sporting Goods has been a tenant at the Savi Ranch Center Property since February 1999, with lease commencement in February 2000 and lease expiration of June 30, 2021, with four, five-year extension options remaining and no termination options. Sales for the Dick’s Sporting Goods location at the Savi Ranch Center Property have improved from $143 PSF for the trailing 12-month period ended December 31, 2013 to $164 PSF for the trailing 12-month period ended October 31, 2017.

Bed Bath & Beyond (43,000 SF, 26.7% of NRA, 18.8% of underwritten base rent). Founded in 1971, Bed Bath & Beyond (Moody’s/S&P: Baa2/BBB-) (NASDAQ: BBBY) and its subsidiaries comprise an approximately $12.0 billion omni-channel retailer offering a wide selection of domestic merchandise including categories such as bed linens and related items, bath items and kitchen textiles and home furnishings operating under the Bed Bath & Beyond, Christmas Tree Shops, Harmon, buybuy BABY, and World Market brands. As of March 2018, Bed Bath & Beyond operated a retail store base which consists of 1,552 stores. Bed Bath & Beyond occupies 43,000 SF under a lease expiring in January 2022 with two, five-year renewal and one, two-year renewal options and no termination options. Bed Bath & Beyond currently pays UW Base Rent of $11.71 PSF.

Michaels (23,923 SF, 14.9% of NRA, 14.4% of underwritten base rent). Headquartered in Dallas, Texas, Michaels (NASDAQ: MIK) is the largest arts and crafts specialty retailer in North America. Michaels carries a broad assortment of approximately 45,000 products in arts, crafts, scrapbooking, floral, framing, home décor, seasonal offerings, and children’s hobbies. As of February 3, 2018, Michaels operated 1,371 retail stores (1,238 Michaels, 97 Aaron Brothers and 36 Pat Catan’s) in 49 states and Canada, with an average Michaels store footprint of 18,000 SF. Michaels generated approximately $5.4 billion in sales in fiscal year 2017. Michaels occupies 23,923 SF at the Savi Ranch Center Property under a lease that commenced in August 2000 and has been renewed three times, the most recent of which was in December 2017. Michaels pays UW Base Rent of $16.10 PSF and has one five-year renewal option remaining and no termination options.

Home Consignment Center (12,961 SF, 8.1% of NRA, 10.8% of underwritten base rent). Home Consignment Center is a consignment store that buys and sells furniture, jewelry, art, and accessories from homes, manufacturer show samples, prototypes, closeouts, as well as builder’s model homes, at consignment pricing. Founded in 1994, Home Consignment Center remains a two-family owned and operated business and has grown to 17 locations in California, Nevada and Texas, with annual sales of over $50 million. Home Consignment Center occupies 12,961 SF at the Savi Ranch Center Property under a lease that commenced in January 2001 and was renewed in January 2011 for a current expiration date of January 31, 2021. Home Consignment Center pays a current rental rate of $22.22 PSF and has no termination options. Sales for the Home Consignment Center location at the Savi Ranch Center Property have remained steady with approximately $230 PSF for the trailing 12-month period ended December 31, 2013 and $233 PSF for the trailing 12-month period ended October 31, 2017.

Thomasville Home Furnishings (12,289 SF, 7.6% of NRA, 9.9% of underwritten base rent). Thomasville Home Furnishings is a home furnishings, accessories and kitchen and bath cabinetry store, as well as a furniture designer and manufacturer with collections such as Ernest Hemingway, The Collection of a Lifetime, Humphrey Bogart, and a collaboration line with Ellen DeGeneres. Founded in Thomasville, North Carolina in 1904, Thomasville is now a Heritage Home Group brand. Thomasville Home Furnishings occupies 12,289 SF at the Savi Ranch Center Property under a lease that commenced in November 2000 and was renewed in both November 2010 and January 2012 for a current expiration date of June 30, 2021. Thomasville Home Furnishings pays UW Base Rent of $21.67 PSF and has no termination options.

23021-23081 Savi Ranch Parkway

Yorba Linda, CA 92887

Collateral Asset Summary – Loan No. 7

Savi Ranch Center

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$24,750,000

71.7%

1.48x

10.2%

The following table presents a summary regarding the largest tenants at the Savi Ranch Center Property:

Tenant Summary⁽¹⁾
Tenant Name	Credit Rating (Fitch/Moody’s/ S&P)⁽²⁾	Tenant SF	Approximate % of SF	Annual UW Base Rent	% of Annual UW Base Rent	Annual UW Base Rent PSF⁽³⁾	Most Recently Reported Sales⁽⁴⁾		Occ. Cost %⁽⁵⁾	Lease Expiration
Tenant Name	Credit Rating (Fitch/Moody’s/ S&P)⁽²⁾	Tenant SF	Approximate % of SF	Annual UW Base Rent	% of Annual UW Base Rent	Annual UW Base Rent PSF⁽³⁾	$	PSF	Occ. Cost %⁽⁵⁾	Lease Expiration
Dick’s Sporting Goods	NR/NR/NR	50,000	31.1%	$850,000	31.8%	$17.00	$8,194,485	$163.89	12.5%	6/30/2021
Bed Bath & Beyond	NR/Baa2/BBB-	43,000	26.7%	$503,520	18.8%	$11.71	N/A	N/A	N/A	1/31/2022
Michaels	NR/NR/BB-	23,923	14.9%	$385,160	14.4%	$16.10	$3,715,791	$155.32	11.6%	9/30/2023
Home Consignment Center	NR/NR/NR	12,961	8.1%	$287,976	10.8%	$22.22	$3,025,890	$233.46	11.0%	1/31/2021
Thomasville Home Furnishings	NR/NR/NR	12,289	7.6%	$266,267	9.9%	$21.67	N/A	N/A	N/A	6/30/2021
Subtotal/Wtd. Avg.		142,173	88.4%	$2,292,924	85.7%	$16.13
Other Tenants		12,100	7.5%	$384,085	14.3%	$31.74
Vacant Space		6,500	4.0%	$0	0.0%	$0.00
Total/Wtd. Avg.		160,773	100.0%	$2,677,009	100.0%	$17.35

(1)

Information is based on the underwritten rent roll.

(2)

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

(3)

Wtd. Avg. Annual UW Base Rent PSF excludes vacant space.

(4)

Most Recently Reported Sales reflect the trailing 12-month period ending (i) October 31, 2017 for Dick’s Sporting Goods and Home Consignment Center and (ii) December 31, 2016 for Michaels.

(5)

Occ. Cost % is based on the contractual rent as of the April 17, 2018 rent roll and underwritten recoveries divided by most recently reported sales.

The following table presents certain information relating to the lease rollover at the Savi Ranch Center Property:

Lease Rollover Schedule⁽¹⁾⁽²⁾
Year	# of Leases Rolling	SF Rolling	Approx. % of Total SF Rolling	Approx. Cumulative % of SF Rolling	UW Base Rent PSF Rolling⁽³⁾	Total UW Base Rent Rolling	Approx. % of Total Rent Rolling	Approx. Cumulative % of Total Rent Rolling
MTM	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2018	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2019	1	3,600	2.2%	2.2%	$30.60	$110,162	4.1%	4.1%
2020	1	2,500	1.6%	3.8%	$31.09	$77,720	2.9%	7.0%
2021	4	79,250	49.3%	53.1%	$19.05	$1,509,747	56.4%	63.4%
2022	1	43,000	26.7%	79.8%	$11.71	$503,520	18.8%	82.2%
2023	2	25,923	16.1%	96.0%	$18.36	$475,860	17.8%	100.0%
2024	0	0	0.0%	96.0%	$0.00	$0	0.0%	100.0%
2025	0	0	0.0%	96.0%	$0.00	$0	0.0%	100.0%
2026	0	0	0.0%	96.0%	$0.00	$0	0.0%	100.0%
2027	0	0	0.0%	96.0%	$0.00	$0	0.0%	100.0%
2028	0	0	0.0%	96.0%	$0.00	$0	0.0%	100.0%
2029 & Beyond	0	0	0.0%	96.0%	$0.00	$0	0.0%	100.0%
Vacant	0	6,500	4.0%	100.0%	$0.00	$0	0.0%	100.0%
Total/Wtd. Avg.	9	160,773	100.0%		$17.35	$2,677,009	100.0%

(1)	Information is based on the underwritten rent roll.

(2)	Certain tenants may have lease termination options that are exercisable prior to the stated expiration date of the subject lease or leases which are not considered in the lease rollover schedule.

(3)

Wtd. Avg. UW Base Rent PSF Rolling excludes vacant space.

23021-23081 Savi Ranch Parkway

Yorba Linda, CA 92887

Collateral Asset Summary – Loan No. 7

Savi Ranch Center

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$24,750,000

71.7%

1.48x

10.2%

The Market. The Savi Ranch Center Property is located in Yorba Linda, Orange County, California, approximately 12.2 miles northeast of the Anaheim central business district and 36.9 miles southeast of the Los Angeles central business district. Regional access to the Savi Ranch Center Property is provided by California Freeway 91, which is adjacent to the Savi Ranch Center Property, and immediate access is provided by Savi Ranch Parkway. According to the appraisal, daily vehicular traffic on California Freeway 91 at South Weir Canyon Road is 279,000 vehicles. California Freeway 91 connects with California State Route 241, Chino Valley Freeway, Interstate 15 and Interstate 215 to the east and Orange Freeway, Interstate 5, Interstate 605, Interstate 710 and Interstate 110 to the west. California Freeway 91 is a major east-west highway connecting Riverside and Corona to the east with several major communities including Yorba Linda, Fullerton, Anaheim and Buena Park to the west.

The Savi Ranch Center Property is part of the Savi Ranch masterplan including retail, office, and industrial uses. Complimentary retailers on Savi Ranch Parkway include Costco, Staples, PetSmart, Sprouts Farmers Market and Home Depot. Additional national retailers directly southwest of the Savi Ranch Center Property across California Freeway 91 include Target, T.J. Maxx - Home Goods, Stein Mart, Hobby Lobby and Pier 1 Imports. Recent development in the area includes the Yorba Linda Town Center, a 125,000 SF project in Old Town Yorba Linda (5.8 miles northwest), which will include landscaped parks, pedestrian-friendly, high-end retail, entertainment and food and beverage outlets and is expected to open in the first quarter of 2019. A number of office parks are also situated northwest of the Savi Ranch Center Property along Savi Ranch Parkway as well as just north of the Savi Ranch Center Property along East La Palma Avenue.

According to a third party market research report, the 2018 estimated population within a one-, three-, and five-mile radius of the Savi Ranch Center Property is 9,453, 65,860 and 121,345, respectively, which represents a compounded annual growth rate of 3.2%, 0.6% and 0.8%, respectively, since 2000. The 2018 average household income within the same radius is $161,196, $166,307 and $161,931, respectively. Comparatively, the Los Angeles-Long Beach-Anaheim, California metropolitan statistical area saw its population increase at a compounded annual growth rate of 0.5% since 2000 and 2018 average household income of $101,650.

According to a third party market research report, the Savi Ranch Center Property is located within the Orange County retail market and North County retail submarket. As of the first quarter 2018, the Orange County retail market reported inventory of 144.9 million SF, an overall vacancy rate of 3.7%, an average asking rental rate of $25.75 PSF and net absorption of 274,150 SF. As of the first quarter 2018, the North County retail submarket reported inventory of 35.7 million SF, an overall vacancy rate of 5.0%, an average asking rental rate of $21.09 PSF and net absorption of 21,777 SF. Since 2015, the North County retail submarket has maintained overall vacancy below 5.5% and average asking rents have improved from $19.15 PSF in the first quarter of 2015 to $21.09 PSF in the first quarter of 2018. As of the first quarter 2018, the Placentia/Yorba Linda retail subcluster reported inventory of 3.5 million SF, an overall vacancy rate of 6.4%, an average asking rental rate of $25.04 PSF and net absorption of 8,025 SF.

The following table presents comparable rental leases with respect to the Savi Ranch Center Property:

Comparable Anchor Leases

Property Name	Location	Year Built/ Renovated	Property Size (SF)⁽¹⁾	Total Occupancy⁽¹⁾	Tenant⁽¹⁾	Lease Size (SF)⁽¹⁾	Annual Rent PSF⁽¹⁾	Distance to Subject
Savi Ranch Center	Yorba Linda, CA	1997-1999/NA	160,773	96.0%	Thomasville Home Furnishings	12,289	$21.67	—
Yorba Canyon Center	Yorba Linda, CA	1989/NA	91,510	86.0%	Listing	1,200	$30.00	2.1 mi
Sycamore Canyon Plaza	Anaheim, CA	1992/NA	121,409	99.0%	Vision Care	1,204	$29.52	2.1 mi
Canyon Plaza Shopping Center	Anaheim, CA	1972/NA	307,278	96.0%	Creamistry	1,200	$35.04	4.4 mi
Eastlake Village	Yorba Linda, CA	1985/2002	216,774	97.0%	Dirty Dog Grooming	1,200	$24.00	3.4 mi
Home Ranch Center	Yorba Linda, CA	1985/NA	60,736	93.0%	Planet Fitness	18,705	$27.00	5.3 mi
Yorba Linda Packinghouse Square	Yorba Linda, CA	1988/NA	132,886	85.0%	Gold n Baked Hams	2,069	$37.80	5.7 mi
Yorba Linda Station	Yorba Linda, CA	1981/NA	68,000	85.0%	Listing	1,560	$24.00	5.8 mi
Total/Wtd. Avg.⁽²⁾			998,593	93.3%		2,405	$30.64

Source: Appraisal

(1)

Information for the Savi Ranch Center Property is based on the underwritten rent roll.

(2)

Total/Wtd. Avg. exclude the Savi Ranch Center Property.

23021-23081 Savi Ranch Parkway

Yorba Linda, CA 92887

Collateral Asset Summary – Loan No. 7

Savi Ranch Center

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$24,750,000

71.7%

1.48x

10.2%

Cash Flow Analysis
	2015	2016	2017	3/31/2018 TTM	UW	UW PSF
Base Rent⁽¹⁾	$2,598,805	$2,683,546	$2,618,182	$2,591,784	$2,813,509	$17.50
Total Recoveries	$626,021	$681,674	$648,566	$632,507	$609,935	$3.79
Other Income	$2,688	$7,579	$5,925	$6,525	$6,525	$0.04
Less Vacancy & Credit Loss	$0	$0	$0	$0	($170,321)	($1.06)
Effective Gross Income	$3,227,514	$3,372,799	$3,272,673	$3,230,816	$3,259,647	$20.27
Total Expenses	$743,555	$770,730	$796,108	$793,746	$733,520	$4.56
Net Operating Income	$2,483,959	$2,602,069	$2,476,565	$2,437,070	$2,526,127	$15.71
Capital Expenditures	$0	$0	$0	$0	$25,724	$0.16
TI/LC	$0	$0	$0	$0	$130,652	$0.81
Net Cash Flow	$2,483,959	$2,602,069	$2,476,565	$2,437,070	$2,369,751	$14.74

Occupancy %⁽²⁾	100.0%	100.0%	96.0%	96.0%	95.0%
NOI DSCR (P&I)	1.56x	1.63x	1.55x	1.53x	1.58x
NCF DSCR (P&I)	1.56x	1.63x	1.55x	1.53x	1.48x
NOI Debt Yield	10.0%	10.5%	10.0%	9.8%	10.2%
NCF Debt Yield	10.0%	10.5%	10.0%	9.8%	9.6%

(1)

UW Base Rent is based on the underwritten rent roll and includes vacancy gross up of $136,500 and rent steps of $73,281.

(2)

UW Occupancy % is based on the underwritten economic vacancy of 5.0%. As of the rent roll dated April 17, 2018, the Savi Ranch Center Property had occupancy of 96.0%.

Escrows and Reserves. At origination, the Savi Ranch Center Borrower deposited (i) $158,475 for annual taxes, (ii) $11,022 for annual insurance premiums and (iii) $450,000 for required repairs. The Savi Ranch Center Borrower is required to escrow monthly (i) 1/12 of the annual estimated tax payments, (ii) 1/12 of the annual estimated insurance premiums, (iii) replacement reserves of $2,144, subject to a cap of $160,773, and (iv) tenant improvements and leasing commissions of $12,728, subject to a cap of $350,000. Following the occurrence of a Material Tenant Trigger Event (as defined below), all excess cash flow will be deposited with the lender for tenant improvement and leasing commissions (the “Material Tenant Rollover Reserve”).

A “Material Tenant Trigger Event” will occur (i) if a Material Tenant (as defined below) gives notice of its intention to terminate or cancel or not to extend or renew its lease, (ii) on or prior to twelve (12) months prior to the expiration date of a Material Tenant’s lease, if the related Material Tenant fails to extend or renew its lease, (iii) on or prior to the date on which a Material Tenant is required under its lease to notify the Savi Ranch Center Borrower of its election to renew its lease, if such Material Tenant fails to give such notice, (iv) if an event of default under a Material Tenant lease occurs and continues beyond any applicable notice and cure period, (v) if a bankruptcy action of a Material Tenant or guarantor of any Material Tenant lease occurs, (vi) if a Material Tenant lease is terminated or is no longer in full force and effect, or (vii) if a Material Tenant “goes dark”, vacates, ceases to occupy or ceases to conduct business in the ordinary course at the Savi Ranch Center Property (other than temporary cessation of operations in connection with remodeling, renovation or restoration of their leased premises). A Material Tenant Trigger Event will end (a) with respect to clauses (i), (ii), and (iii) above, on the date that (1) the applicable Material Tenant lease is extended or (2) all or a portion of the applicable Material Tenant space is leased to a replacement tenant, (b) with respect to clause (i) above, such notice is revoked or rescinded unconditionally, (c) with respect to clause (iv) above, after a cure of the applicable event of default, (d) with respect to clause (v) above, after an affirmation of the Material Tenant lease in the applicable bankruptcy proceeding and confirmation that the Material Tenant is actually paying all rents and other amounts under its lease (or, if applicable, the discharge or dismissal of the applicable Material Tenant lease guarantor from the applicable bankruptcy proceeding; provided that such bankruptcy (after dismissal or discharge) does not have an adverse effect on such Material Tenant lease guarantor’s ability to perform its obligations under its lease guaranty), (e) with respect to clause (vi) above, all or a portion of the applicable Material Tenant space is leased to a replacement tenant, or (f) with respect to clause (vii) above, the Material Tenant re-commences its normal business operations at the Savi Ranch Center Property or all or a portion of the applicable Material Tenant space is leased to a replacement tenant.

A “Material Tenant” means (i) Dick’s Sporting Goods, (ii) Bed Bath & Beyond or (iii) any tenant at the Savi Ranch Center Property that, together with its affiliates, either (a) leases 20% or more of the total net rentable square footage at the Savi Ranch Center Property or (b) accounts for no less than 20% of the total in-place base rent at the Savi Ranch Center Property.

Lockbox and Cash Management. The Savi Ranch Center Mortgage Loan provides for a hard lockbox and springing cash management. During the occurrence and continuance of a Cash Management Trigger Event (as defined below), all funds in the lockbox account are required to be transferred to the cash management account within one business day. All funds in the cash management account are required to be applied on each monthly payment date in accordance with the Savi Ranch Center Mortgage Loan documents. Pursuant to the Savi Ranch Center Mortgage Loan documents, all excess funds on deposit (after payment of monthly reserve deposits, debt service payment and cash management bank fees) will be applied as follows (a) if a Material Tenant Trigger Event has occurred and is continuing, to the Material Tenant Rollover Reserve, (b) if a Cash Sweep Event (as defined below) has occurred and is continuing, to the lender-controlled excess cash flow account or (c) if no event of default under the Savi Ranch Center Mortgage Loan exists, to the Savi Ranch Center Borrower.

A “Cash Management Trigger Event” will occur upon (i) an event of default, (ii) any bankruptcy action of the Savi Ranch Center Borrower, the guarantor or property manager, (iii) the trailing 12-month period debt service coverage ratio based on the Savi Ranch Center Mortgage Loan falling below 1.20x, (iv) a Material Tenant Trigger Event or (v) an indictment for felony, fraud or misappropriation of funds by the guarantor, property manager, or any director or officer of the Savi Ranch Center Borrower, guarantor, or property manager. A Cash Management Event will continue until, in regard to clause (i) above, such event of default has been cured or waived, in regard to clause (ii) above, such bankruptcy petition has been discharged, stayed, or dismissed within

23021-23081 Savi Ranch Parkway

Yorba Linda, CA 92887

Collateral Asset Summary – Loan No. 7

Savi Ranch Center

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$24,750,000

71.7%

1.48x

10.2%

30 days of such filing among other conditions for the Savi Ranch Center Borrower or guarantor and within 120 days for the property manager (or, solely with respect to the bankruptcy of the property manager, the Savi Ranch Center Borrower has replaced the property manager with a qualified manager), in regard to clause (iii) above, the date the trailing 12-month amortizing net operating income debt service coverage ratio is greater than 1.25x for two consecutive calendar quarters, in regard to clause (iv) above, the date a Material Tenant Trigger Event cure has occurred, or in regard to clause (v) above, the Savi Ranch Center Borrower has replaced the property manager with a qualified manager.

A “Cash Sweep Event” will occur upon (i) an event of default, (ii) any bankruptcy action of the Savi Ranch Center Borrower, the guarantor or property manager, or (iii) the trailing 12-month period debt service coverage ratio based on the Savi Ranch Center Mortgage Loan falling below 1.20x. A Cash Sweep Event will continue until, in regard to clause (i) above, such event of default has been cured or waived, in regard to clause (ii) above, such bankruptcy petition has been discharged, stayed, or dismissed within 30 days of such filing among other conditions for Savi Ranch Center Borrower or guarantor and within 120 days for the property manager (or, solely with respect to the bankruptcy of the property manager, the Savi Ranch Center Borrower has replaced the property manager with a qualified manager), or in regard to clause (iii) above, the date the trailing 12-month debt service coverage ratio is greater than 1.25x for two consecutive calendar quarters.

Additional Secured Indebtedness (not including trade debts). Not permitted.

Mezzanine Loans and Preferred Equity. Not permitted.

Release of Property. The Savi Ranch Center Borrower may obtain the partial release of two improved release parcels with partial defeasance and the free release of one unimproved release parcel, subject to the terms of the Savi Ranch Center Mortgage Loan documents. “Release Parcel 1” is a 3,600 SF outparcel currently ground leased to Carl Karcher Enterprises, Inc. (Carl’s JR), which subleases the improvements of which to Duke’s Café. The “as-is” appraised value as of April 21, 2018 and allocated loan amount as of the Cut-off Date of Release Parcel 1 is $1,680,000 and $1,200,000, respectively. “Release Parcel 2” is a 6,500 SF vacant restaurant outparcel. The “as-is” appraised value as of April 21, 2018 and the allocated loan amount as of the Cut-off Date of Release Parcel 2 is $1,810,000 and $1,300,000, respectively. “Release Parcel A” is an unimproved parcel, which was not included in the underwriting or appraised value of the Savi Ranch Center Property.

The Savi Ranch Center Borrower may obtain the free release of Release Parcel A, provided that, among other things, (i) Release Parcel A is conveyed to a third party not affiliated with the Savi Ranch Center Borrower or an affiliate thereof, provided however, that if Release Parcel A is conveyed to an affiliated third party, the owner of Release Parcel A will not sublease any portion of Release Parcel A to any tenant of the Savi Ranch Center; (ii) the deed of Release Parcel A prohibits the transferee thereunder from developing such parcel for income producing purposes without the prior written consent of the Savi Ranch Center Borrower and lender; (iii) no event of default has occurred and is continuing, (iv) the lender received an updated survey illustrating the remaining Savi Ranch Center Property; and (v) the Savi Ranch Center Borrower executes and delivers the required documents listed in the Savi Ranch Center Mortgage Loan documents to the lender.

Any time after the expiration of the lockout period, the Savi Ranch Center Borrower may obtain the release of Release Parcel 1 and/or Release Parcel 2; provided that, among other things, (i) neither Release Parcel 1 nor Release Parcel 2 is conveyed to a third party affiliated with the Savi Ranch Center Borrower or any affiliate; (ii) the Savi Ranch Center Borrower defeases a portion of the outstanding principal balance of the Savi Ranch Center Mortgage Loan equal to the Release Amount (as defined below) for the parcel in question; (iii) the debt service coverage ratio for the remaining Savi Ranch Center Property will not be less than the greater of (a) the debt service coverage ratio immediately preceding such release and (b) the debt service coverage ratio at origination; (iv) the debt yield for the remaining Savi Ranch Center Property will not be less than the greater of (a) the debt yield immediately preceding such release and (b) the debt yield at origination; (v) the loan-to-value ratio is not greater than the lesser of (a) the loan-to-value immediately preceding such release and (b) the loan-to-value ratio at origination; and (vi) the Savi Ranch Center Borrower executes and delivers the required documents listed in the Savi Ranch Center Mortgage Loan documents to the lender. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Releases; Partial Releases” in the Preliminary Prospectus.

A “Release Amount” is the greater of (i) an amount equal to 115% of the allocated loan amount with respect to the Release Parcel 1 or Release Parcel 2, as applicable, and (ii) the amount such that, (i) the debt service coverage ratio, debt yield and loan-to-value ratio for the remaining Savi Ranch Center Property satisfies the conditions set forth above.

Terrorism Insurance. The Savi Ranch Center Borrower is required to obtain and maintain property insurance, commercial general liability insurance, and business income or rental loss insurance that covers perils of terrorism and acts of terrorism, both foreign and domestic.

3501-3655 Plank Road

Fredericksburg, VA 22407

Collateral Asset Summary – Loan No. 8

Spotsylvania Crossing

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$22,476,373

66.9%

1.43x

10.0%

(GRAPHIC)

3501-3655 Plank Road

Fredericksburg, VA 22407

Collateral Asset Summary – Loan No. 8

Spotsylvania Crossing

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$22,476,373

66.9%

1.43x

10.0%

(GRAPHIC)

3501-3655 Plank Road

Fredericksburg, VA 22407

Collateral Asset Summary – Loan No. 8

Spotsylvania Crossing

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$22,476,373

66.9%

1.43x

10.0%

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		UBS AG			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/KBRA/Moody’s):		NR/NR/NR			Location:	Fredericksburg, VA 22407
					General Property Type:	Retail
Original Balance:		$22,500,000			Detailed Property Type:	Anchored
Cut-off Date Balance:		$22,476,373			Title Vesting:	Fee Simple
% of Initial Pool Balance:		2.8%			Year Built/Renovated:	1987-1988/2012, 2014
Loan Purpose⁽¹⁾:		Acquisition			Size:	256,757 SF
Borrower Sponsor:		Robert P. Chesson			Cut-off Date Balance per SF:	$88
Mortgage Rate:		5.0505%			Maturity Date Balance per SF:	$72
Note Date:		6/14/2018			Property Manager:	The Manakin Companies LLC (borrower-related)
First Payment Date:		8/6/2018
Maturity Date:		7/6/2028
Original Term to Maturity		120 months
Original Amortization Term:		360 months
IO Period:		0 months
Seasoning:		1 month			Underwriting and Financial Information
Prepayment Provisions:		LO (25); DEF (90); O (5)			UW NOI⁽³⁾:	$2,252,382
Lockbox/Cash Mgmt Status:		Hard/Springing			UW NOI Debt Yield:	10.0%
Additional Debt Type:		N/A			UW NOI Debt Yield at Maturity:	12.2%
Additional Debt Balance:		N/A			UW NCF DSCR:	1.43x
Future Debt Permitted (Type):		No (N/A)			Most Recent NOI⁽³⁾:	$1,633,551 (12/31/2017)
Reserves⁽²⁾					2nd Most Recent NOI:	$1,716,067 (12/31/2016)
Type	Initial		Monthly	Cap	3rd Most Recent NOI⁽⁴⁾:	N/A
RE Tax:	$39,850		$15,327	N/A	Most Recent Occupancy:	95.1% (6/1/2018)
Insurance:	$8,752		$3,366	N/A	2nd Most Recent Occupancy:	95.1% (12/31/2017)
Replacements:	$0		$2,140	$200,000	3rd Most Recent Occupancy:	95.1% (12/31/2016)
TI/LC:	$0		$10,698	N/A	Appraised Value (as of):	$33,600,000 (4/11/2018)
Deferred Maintenance:	$18,125		$0	N/A	Cut-off Date LTV Ratio:	66.9%
Unfunded Obligations:	$156,255		$0	N/A	Maturity Date LTV Ratio:	55.2%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount:	$22,500,000	95.1%	Purchase Price⁽¹⁾:	$15,750,000	66.6%
Borrower Equity:	$1,151,531	4.9%	Loan Payoff⁽¹⁾:	$7,153,904	30.2%
			Reserves:	$222,982	0.9%
			Closing Costs:	$524,645	2.2%
Total Sources:	$23,651,531	100.0%	Total Uses:	$23,651,531	100.0%

(1)

The borrower sponsor purchased 113,100 SF of the Spotsylvania Crossing Property (as defined below) located at 3501-3545 Plank Road in 2016 for $8.25 million. In addition, the borrower sponsor acquired 143,657 SF of the Spotsylvania Crossing Property located at 3567-3631 Plank Road in 2018 for $15.75 million.

(2)

See “Escrows and Reserves” below for further discussion of reserve requirements.

(3)

The increase in UW NOI over Most Recent NOI is due to rent and reimbursements from At Home (UW Base Rent of $750,024), whose lease commenced on August 30, 2017, and the expiration of free rent period.

(4)

The borrower sponsor purchased 113,100 SF of the Spotsylvania Crossing Property in 2016 and the remaining 143,657 SF in 2018. As such, 3rd Most Recent NOI is unavailable.

The Mortgage Loan. The eighth largest mortgage loan (the “Spotsylvania Crossing Mortgage Loan”) is evidenced by a promissory note with an original principal balance of $22,500,000, which is secured by a first priority fee mortgage encumbering a 256,757 SF retail center located at 3501-3655 Plank Road in Fredericksburg, Virginia (the “Spotsylvania Crossing Property”). The proceeds of the Spotsylvania Crossing Mortgage Loan, along with borrower sponsor equity of approximately $1.2 million, were used to acquire 143,657 SF of the Spotsylvania Crossing Property, refinance approximately $7.2 million of existing debt related to 113,100 SF of the Spotsylvania Crossing Property, fund reserves and pay closing costs.

The Borrower and the Borrower Sponsor. The borrower is Spotsylvania Crossing DE, LLC (the “Spotsylvania Crossing Borrower”), a Delaware limited liability company structured to be bankruptcy-remote with one independent director. The Spotsylvania Crossing Borrower is wholly owned by the guarantor and borrower sponsor, Robert P. Chesson. Mr. Chesson has 19 years of experience in commercial real estate specializing in new development, acquisitions/sales, and value add properties. Mr. Chesson, through affiliated subsidiaries, owns and manages 1.3 million SF of retail and industrial real estate throughout Virginia specializing in larger centers as well as industrial warehouses.

The Property. The Spotsylvania Crossing Property is a 256,757 SF retail shopping center located in Fredericksburg, Virginia, approximately 53.3 miles southwest of Washington, D.C. and approximately 56.9 miles north of Richmond, the state capitol of Virginia. The Spotsylvania Crossing Property is situated on a 19.9-acre site with 921 parking spaces (approximately 3.6 per 1,000 SF). The improvements on the Spotsylvania Crossing Property were constructed between 1987 and 1988 and renovated in 2012 and 2014. As of June 1, 2018, the Spotsylvania Crossing Property was 95.1% occupied by a

3501-3655 Plank Road

Fredericksburg, VA 22407

Collateral Asset Summary – Loan No. 8

Spotsylvania Crossing

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$22,476,373

66.9%

1.43x

10.0%

mix of 19 national, regional and local tenants. The Spotsylvania Crossing Property is anchored by At Home (90,912 SF), a home décor superstore, Gabe’s (56,000 SF), an off-price clothing and houseware retailer, and Value City Furniture (50,000 SF), a national discount furniture retail store. Retailers surrounding the Spotsylvania Crossing Property include Target, Walmart, Kohl’s, Best Buy, Belk, Costco, DICK’s Sporting Goods, JCPenney, Macy’s, Regal Cinema, Lowes, Bed Bath & Beyond, Home Depot, Burlington, Big Lots, Harbor Freight Tools, Tuesday Morning, HobbyTown, CVS Pharmacy, Michael’s, HomeGoods, Dunkin Donuts, Starbucks, and Aldi. Between 2016 and 2017, average occupancy at the Spotsylvania Crossing Property was 95.1%.

Major Tenants.

At Home (90,912 SF, 35.4% of NRA, 33.2% of underwritten base rent). At Home (NYSE: HOME) (Moody’s: B1) is a home décor store with approximately 150 large format stores focused on providing an assortment of products across categories including: furniture, garden, home textiles, housewares, patio, rugs, seasonal décor, tabletop décor and wall décor. At Home, formerly known as Garden Ridge, was founded in Garden Ridge Texas, a suburb of San Antonio Texas. Garden Ridge was rebranded as At Home in 2014 and is headquartered in Plano, Texas. As of January 27, 2018, At Home employed approximately 4,400 employees and operated 149 stores across 34 states, averaging 110,000 SF per store. At Home has been a tenant at the Spotsylvania Crossing Property since August 2017 and its lease expires in August 2027, with two, five-year renewal options remaining and no termination options. At Home currently pays UW Base Rent of $8.25 PSF NNN, which increases to $9.08 PSF in September 2022.

Gabe’s (56,000 SF, 21.8% of NRA, 19.9% of underwritten base rent). Gabe’s is an off-price clothing and housewares retailer which carries brand name clothing, footwear, accessories, home décor and other merchandise at discount prices. Gabe’s operates 101 stores across Delaware, Georgia, Indiana, Kentucky, Maryland, New Jersey, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Virginia and West Virginia. Gabe’s occupies 56,000 SF at the Spotsylvania Crossing Property under a lease expiring in August 2024 with three, five-year renewal options and no termination options. Gabe’s currently pays UW Base Rent of $8.00 PSF.

Value City Furniture (50,000 SF, 19.5% of NRA, 10.1% of underwritten base rent). Value City Furniture was founded in 1948 by the Schottenstein Stores Corporation, which had been operating both a department store and a furniture business. Value City Furniture is now a privately owned company based in Columbus, Ohio. The Value City Furniture retail stores are supported by five distribution centers catering to all 125 store locations across 19 states throughout the Eastern United States. Value City Furniture has been at the Spotsylvania Crossing Property since 1989 and currently occupies 50,000 SF at the Spotsylvania Cross Property under a ground lease. Value City Furniture has a lease which commenced in March 2016 and expires in February 2021, with three, five-year renewal options remaining and no termination options. Value City Furniture pays UW Base Rent of $4.54 PSF NNN.

The following table presents a summary regarding the largest tenants at the Spotsylvania Crossing Property:

Tenant Summary⁽¹⁾
Tenant Name	Credit Rating (Fitch/Moody’s/S&P)⁽²⁾	Tenant SF	Approximate % of SF	Annual UW Base Rent	% of Annual UW Base Rent	Annual UW Base Rent PSF⁽³⁾	Lease Expiration
Anchor Tenants
At Home⁽⁴⁾	NR/B1/NR	90,912	35.4%	$750,024	33.2%	$8.25	8/31/2027
Gabe’s⁽⁵⁾	NR/NR/NR	56,000	21.8%	$448,000	19.9%	$8.00	8/31/2024
Value City Furniture	NR/NR/NR	50,000	19.5%	$226,786	10.1%	$4.54	2/28/2021
Subtotal/Wtd. Avg.		196,912	76.7%	$1,424,810	63.2%	$7.24
Remaining Tenants		47,292	18.4%	$831,126	36.8%	$17.57
Vacant Space		12,553	4.9%	$0	0.0%	$0.00
Total/Wtd. Avg.		256,757	100.0%	$2,255,936	100.0%	$9.24

(1)

Information is based on the underwritten rent roll.

(2)

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

(3)

Wtd. Avg. Annual UW Base Rent PSF excludes vacant space.

(4)

At Home was previously occupied by a Kmart store. The previous owner of the Spotsylvania Crossing Property bought out the Kmart lease for $2.0 million in order to accommodate At Home taking over the space. There was no downtime between the Kmart and At Home leases. At Home’s Annual UW Base Rent PSF is below market rent for anchor tenant space of $15.00 PSF due to At Home taking over the space from Kmart as-is without any tenant improvements from the landlord.

(5)

Gabe’s Annual UW Base Rent PSF is below market rent for anchor tenant space of $15.00 PSF due to Gabe’s taking the space as-is without any tenant improvements from the landlord.

3501-3655 Plank Road

Fredericksburg, VA 22407

Collateral Asset Summary – Loan No. 8

Spotsylvania Crossing

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$22,476,373

66.9%

1.43x

10.0%

The following table presents certain information relating to the lease rollover at the Spotsylvania Crossing Property:

Lease Rollover Schedule⁽¹⁾⁽²⁾
Year	# of Leases Rolling	SF Rolling	Approx. % of Total SF Rolling	Approx. Cumulative % of SF Rolling	UW Base Rent PSF Rolling⁽³⁾	Total UW Base Rent Rolling	Approx. % of Total Rent Rolling	Approx. Cumulative % of Total Rent Rolling
MTM	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2018	1	3,600	1.4%	1.4%	$10.00	$36,000	1.6%	1.6%
2019	4	5,047	2.0%	3.4%	$26.72	$134,861	6.0%	7.6%
2020	3	8,300	3.2%	6.6%	$19.37	$160,788	7.1%	14.7%
2021	2	51,000	19.9%	26.5%	$4.97	$253,656	11.2%	25.9%
2022	2	2,550	1.0%	27.5%	$23.91	$60,980	2.7%	28.6%
2023	3	9,500	3.7%	31.2%	$20.79	$197,474	8.8%	37.4%
2024	3	73,295	28.5%	59.7%	$9.03	$662,153	29.4%	66.8%
2025	0	0	0.0%	59.7%	$0.00	$0	0.0%	66.8%
2026	0	0	0.0%	59.7%	$0.00	$0	0.0%	66.8%
2027	1	90,912	35.4%	95.1%	$8.25	$750,024	33.2%	100.0%
2028	0	0	0.0%	95.1%	$0.00	$0	0.0%	100.0%
2029 & Beyond	0	0	0.0%	95.1%	$0.00	$0	0.0%	100.0%
Vacant	0	12,553	4.9%	100.0%	$0.00	$0	0.0%	100.0%
Total/Wtd. Avg.	19	256,757	100.0%		$9.24	$2,255,936	100.0%

(1)

Information is based on the underwritten rent roll.

(2)

Certain tenants may have lease termination options that are exercisable prior to the stated expiration date of the subject lease or leases which are not considered in the lease rollover schedule.

(3)

Wtd. Avg. UW Base Rent PSF Rolling excludes vacant space.

The Market. The Spotsylvania Crossing Property is located in Fredericksburg, Spotsylvania County, Virginia, approximately 53.3 miles southwest of Washington, D.C. and approximately 56.9 miles north of Richmond, the state capitol of Virginia. Regional access to the Spotsylvania Crossing Property is provided by Interstate 95 (1.1 miles west), US Route 1 (2.2 miles west) and US Route 3 (located along the Spotsylvania Crossing Property). Immediate access to the Spotsylvania Crossing Property is provided by entrances from all three adjacent streets with US Route 3 to the south, Bragg Road to the east and Willis Way to the north. Daily vehicular traffic at the intersection of US Route 3 and Carl D. Silver Parkway (0.5 miles west) and US Route 3 and Bragg Road (entrance to the Spotsylvania Crossing Property), is approximately 79,000 and 70,000 vehicles, respectively.

Notable military installations in the Fredericksburg area include Marine Base Quantico (23.9 miles northeast) and US Army Garrison Fort A.P. Hill (24.6 miles southeast), which support research and development, strategic combat planning and training for the armed forces and law enforcement agencies. University of Mary Washington, which is located 2.8 miles west of the Spotsylvania Crossing Property, has annual enrollment of over 4,000 undergraduates, approximately 70% of which live on campus. The largest employer in the Fredericksburg region, Mary Washington Healthcare, is comprised of two hospitals and 28 healthcare facilities.

The Spotsylvania Crossing Property’s neighborhood is comprised of a variety of commercial, retail and industrial developments, as well as residential neighborhoods and hotels. According to the appraisal, Spotsylvania Town Center (0.6 miles south) and Central Park (0.3 miles east) are the primary retail centers in the immediate area, and are located directly across US Route 3 to the south and Bragg Road to the east, respectively. Central Park contains approximately 2.2 million SF of retail and is home to many big-box retailers such as Target, Lowe’s, Best Buy, Kohl’s, PetSmart, Walmart Super Center, Barnes & Nobles, and many restaurants and local businesses. The Spotsylvania Towne Center, recently renamed from the Spotsylvania Mall, completed a $12 million renovation to the interior and exterior of the property in 2009. Anchor stores at the Spotsylvania Mall include Belk, Costco, DICK’s Sporting Goods, JCPenney and Macy’s. Other prominent national retail uses within the neighborhood include Bed Bath & Beyond, Home Depot, Burlington, Big Lots, Harbor Freight Tools, Tuesday Morning, HobbyTown and Aldi.

Residential developments surrounding the Spotsylvania Crossing Property include Jackson Village, a 2,270-unit residential village on 241 acres, consisting of a mix of apartments, condos and single-family homes. The Jackson Village project was approved in 2015 and during 2017 the first phase of 450 apartments were delivered. Palmer’s Creek residential development is in the initial planning stages and awaiting county approval to build 400 apartments and approximately 40,000 SF of commercial space.

According to a third party market research report, the 2018 estimated population within a one-, three- and five-mile radius of the Spotsylvania Crossing Property is 4,638, 52,673 and 122,788, respectively. The 2018 average household income within the same radius is $98,837, $90,697 and $98,482, respectively.

According to a third party market research report, the Spotsylvania Crossing Property is located within the Washington, D.C. retail market and Spotsylvania County retail submarket. As of the fourth quarter 2017, the Washington, D.C. retail market reported inventory of approximately 84.7 million SF of shopping center space across 1,338 developments. The Washington, D.C. retail market reported an overall vacancy rate of 5.6% and an average asking rental rate of $25.66 PSF. As of April 2018, the Spotsylvania County retail submarket reported an overall vacancy rate of 4.4% and an average asking rental rate of $17.68 PSF.

3501-3655 Plank Road

Fredericksburg, VA 22407

Collateral Asset Summary – Loan No. 8

Spotsylvania Crossing

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$22,476,373

66.9%

1.43x

10.0%

The following table presents comparable anchor leases with respect to the Spotsylvania Crossing Property:

Comparable Anchor Leases
Tenant⁽¹⁾	Location	Property Size (SF)⁽¹⁾	Date⁽¹⁾	Lease Term⁽¹⁾	Annual Rent PSF⁽¹⁾	Lease Type⁽¹⁾	Escalations
At Home (Subject Property)⁽²⁾	Fredericksburg, VA	90,912	8/17	10 Yrs	$8.25	NNN	10% in year 6
Harris Teeter	Dunkirk, MD	47,343	3/18	10 Yrs	$23.00	NNN	NA
ALDI	Fairfax, VA	32,014	1/18	15 Yrs	$19.00	NNN	2.5% per year
Bed Bath & Beyond	Fairfax, VA	37,000	9/16	10 Yrs	$20.00	NNN	10% in year 6
Room Style	Sterling, VA	35,000	9/16	5 Yrs	$10.00	NNN	10% in year 6
Bob’s Discount Furniture	Hunt Valley, MD	30,350	8/16	10 Yrs	$20.00	Full Service + E&C	10% in year 6
Publix	Glen Allen, VA	49,000	2/16	10 Yrs	$35.00	NNN	NA
Michaels	Silver Spring, MD	21,353	11/15	10 Yrs	$19.50	NNN	10% in year 6
Ross Dress for Less	Silver Spring, MD	25,716	11/15	10 Yrs	$18.50	NNN	flat
TJ Maxx	Silver Spring, MD	28,165	11/15	10 Yrs	$14.16	NNN	$14.91 PSF year 6
Bee Thrifty	Woodbridge, VA	28,000	3/15	5 Yrs	$9.00	NNN	3% per year
Dress for Less	Woodbridge, VA	25,000	12/14	5 Yrs	$10.50	NNN	NA
Golds Gym	Woodbridge, VA	22,500	9/14	11 Yrs	$7.71	NNN	NA
Price Rite	Hyattsville, MD	40,451	2014	20 Yrs	$12.00	NNN	2.5% per year
SteinMart	Gainesville, VA	28,566	3/14	10 Yrs	$10.00	NNN	2.5% per year
Harris Teeter	Clarksburg, MD	53,908	9/13	20 Yrs	$10.00	NNN	$1/SF year 10
TJ Maxx	Alexandria, VA	30,384	6/13	5 Yrs	$18.00	NNN	flat
Ross Dress for Less	District Heights, MD	27,500	3/13	10 Yrs	$10.91	NNN	$0.45 PSF every 5 years
Total/Wtd. Avg.⁽³⁾		562,250		11 Yrs	$16.44

Source: Appraisal

(1)

Information for the Spotsylvania Crossing Property is based on the underwritten rent roll.

(2)

At Home was previously occupied by a Kmart store. The previous owner of the Spotsylvania Crossing Property bought out the Kmart lease for $2.0 million in order to accommodate At Home taking over the space. There was no downtime between the Kmart and At Home leases. At Home’s Annual Rent PSF is below market rent for anchor tenant space of $15.00 PSF due to At Home taking over the space from Kmart as-is without any tenant improvements from the landlord.

(3)

Total/Wtd. Avg. excludes the Spotsylvania Crossing Property.

Cash Flow Analysis
	2015⁽¹⁾	2016	2017⁽²⁾	UW⁽²⁾	UW PSF
Gross Potential Rent⁽³⁾	N/A	$1,725,870	$1,657,332	$2,551,214	$9.94
Total Recoveries	N/A	$528,898	$451,073	$536,879	$2.09
Other Income	N/A	$1,556	$602	$15,000	$0.06
Less Vacancy & Credit Loss	N/A	$0	$0	($320,072)	($1.25)
Effective Gross Income	N/A	$2,256,324	$2,109,007	$2,783,021	$10.84
Total Operating Expenses	N/A	$540,257	$475,456	$530,639	$2.07
Net Operating Income	N/A	$1,716,067	$1,633,551	$2,252,382	$8.77
Capital Expenditures	N/A	$0	$0	$25,676	$0.10
TI/LC	N/A	$0	$0	$138,247	$0.54
Net Cash Flow	N/A	$1,716,067	$1,633,551	$2,088,459	$8.13

Occupancy %⁽⁴⁾	N/A	95.1%	95.1%	89.6%
NOI DSCR	N/A	1.18x	1.12x	1.55x
NCF DSCR	N/A	1.18x	1.12x	1.43x
NOI Debt Yield	N/A	7.6%	7.3%	10.0%
NCF Debt Yield	N/A	7.6%	7.3%	9.3%

(1)

The borrower sponsor purchased 113,100 SF of the Spotsylvania Crossing Property in 2016 and the remaining 143,657 SF in 2018. As such, 2015 financials are unavailable.

(2)

The increase in UW NOI over 2017 NOI is due to rent and reimbursements from At Home (UW Base Rent of $750,024), whose lease commenced on August 30, 2017, and the expiration of free rent period.

(3)

UW Gross Potential Rent is based on the underwritten rent roll and includes vacancy gross up of $295,278 and rent steps of $27,798.

(4)

UW Occupancy % based on the underwritten economic vacancy of 10.4%. As of the rent roll dated June 1, 2018, the Spotsylvania Crossing Property was 95.1% occupied.

3501-3655 Plank Road

Fredericksburg, VA 22407

Collateral Asset Summary – Loan No. 8

Spotsylvania Crossing

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$22,476,373

66.9%

1.43x

10.0%

Escrows and Reserves. At origination, the Spotsylvania Crossing Borrower escrowed (i) $39,850 for annual taxes, (ii) $8,752 for annual insurance premiums, (iii) $18,125 for deferred maintenance, and (iv) $156,255 for unfunded obligations with respect to any free rent, abated rent or other rent concessions under the At Home lease. The Spotsylvania Crossing Borrower is required to escrow monthly (i) 1/12 of the annual estimated tax payments, currently $15,327, (ii) 1/12 of the annual estimated insurance premiums, currently $3,366, (iii) replacement reserves of $2,140, subject to a cap of $200,000, and (iv) $10,698 for tenant improvements and leasing commissions reserves.

Lockbox and Cash Management. The Spotsylvania Crossing Mortgage Loan provides for a hard lockbox and springing cash management. During the occurrence and continuance of a Cash Management Trigger Event (as defined below), all funds in the lockbox account are required to be transferred to the cash management account within one business day. All funds in the cash management account are required to be applied on each monthly payment date in accordance with the Spotsylvania Crossing Mortgage Loan documents. Pursuant to the Spotsylvania Crossing Mortgage Loan documents, all excess funds on deposit (after payment of monthly reserve deposits, debt service and cash management bank fees) will be applied as follows: (a) if a Material Tenant Trigger Event (as defined below) is in effect, to a Material Tenant (as defined below) rollover reserve, (b) if a Cash Sweep Event (as defined below) period is in effect, to the lender-controlled excess cash flow account, and (c) if neither a Material Tenant Trigger Event nor a Cash Sweep Event exists, to the Spotsylvania Crossing Borrower.

A “Cash Management Trigger Event” will occur upon (i) an event of default, (ii) any bankruptcy action of the Spotsylvania Crossing Borrower, the guarantor or property manager, (iii) the trailing 12-month period debt service coverage ratio falling below 1.25x, (iv) a Material Tenant Trigger Event, or (v) an indictment for fraud or misappropriation of funds by Spotsylvania Crossing Borrower, the guarantor or property manager or any director or officer of Spotsylvania Crossing Borrower, the guarantor or property manager. A Cash Management Event will continue until, in regard to clause (i) above, when such event of default has been cured or waived, in regard to clause (ii) above, when such bankruptcy petition has been discharged, stayed, or dismissed within 45 days of such filing among other conditions for the Spotsylvania Crossing Borrower or guarantor and within 120 days for the property manager, in regard to clause (iii) above, the date the trailing 12-month debt service coverage ratio is at least 1.30x for two consecutive calendar quarters, in regard to clause (iv) above, the date a Material Tenant Trigger Event cure has occurred, or in regard to clause (v) above, if such event is caused by the property manager, when the Spotsylvania Crossing Borrower has replaced the property manager with a qualified Manager.

A “Cash Sweep Event” will occur upon (i) an event of default, (ii) any bankruptcy action of the Spotsylvania Crossing Borrower, the guarantor or property manager, or (iii) the trailing 12-month period debt service coverage ratio falling below 1.25x. A Cash Sweep Event will continue until, in regard to clause (i) above, when such event of default has been cured or waived, in regard to clause (ii) above, when such bankruptcy petition has been discharged, stayed, or dismissed within 45 days of such filing among other conditions for Spotsylvania Crossing Borrower or guarantor and within 120 days for the property manager, or in regard to clause (iii) above, the date the trailing 12-month debt service coverage ratio is at least 1.30x for two consecutive calendar quarters.

A “Material Tenant Trigger Event” will occur upon (i) a Material Tenant giving notice of its intention to terminate or cancel or not to extend or renew its lease, (ii) on or prior to 12 months prior to the expiration date of a Material Tenant (other than At Home) lease, a Material Tenant fails to extend or renew its lease, (iii) on or prior to the earlier of (a) 18 months prior to the then applicable At Home lease expiration date or (b) the date that is 18 months prior to July 6, 2028, At Home does not extend or renew its lease, (iv) on or prior to the date on which a Material Tenant is required under its lease to notify the landlord of its election to renew its lease, if such Material Tenant fails to give such notice, (v) if a monetary or material non-monetary event of default under a Material Tenant lease occurs and is continuing beyond any applicable notice and cure period, (vi) if a bankruptcy action of a Material Tenant or guarantor of any Material Tenant lease occurs, (vii) if a Material Tenant lease is terminated or is no longer in full force and effect, or (viii) if a Material Tenant “goes dark”, vacates, ceases to occupy or ceases to conduct business in the ordinary course at the Spotsylvania Crossing Property (other than temporary cessation of operations in connection with remodeling, renovation or restoration of the applicable Material Tenant’s leased premises). A Material Tenant Trigger Event will end (a) with respect to clauses (i), (ii), (iii) and (iv) above, on the date that (1) the applicable Material Tenant lease is extended or (2) all or a portion of the applicable Material Tenant space is leased to a replacement tenant, (b) with respect to clause (i) above, such notice is revoked or rescinded unconditionally, (c) with respect to clause (v) above, after a cure of applicable event of default, (d) with respect to clause (vi) above, after an affirmation of the Material Tenant lease in the applicable bankruptcy proceeding and confirmation that the Material Tenant is actually paying all rents and other amounts under its lease (or, if applicable, the discharge or dismissal of the applicable lease guarantor from the applicable bankruptcy proceeding; provided that such bankruptcy (after dismissal or discharge) does not have an adverse effect on such lease guarantor’s ability to perform its obligations under its lease guaranty), (e) with respect to clause (vii) above, all or a portion of the applicable Material Tenant space is leased to a replacement tenant, or (f) with respect to clause (viii) above, the Material Tenant re-commences its normal business operations at the Spotsylvania Crossing Property or all or a portion of the applicable Material Tenant space is leased to a replacement tenant. A Material Tenant Trigger Event will be suspended (A) with respect to clause (ii) above in connection with the Value City lease, for a period of 6 months from the Material Tenant Trigger Event, if the Spotsylvania Crossing Borrower delivers to the lender as additional collateral for the Spotsylvania Crossing Mortgage Loan, cash or a letter of credit in an amount equal to the product of (x) $60,001.92 and (y) the number of calendar months occurring from (a) the commencement of such Material Tenant Trigger Event and (b) the earliest date Value City is required to provide notice of its intention to extend or renew the Value City lease; (B) with respect to clause (iii), above in connection with the At Home lease, for a period of nine months from the Material Tenant Trigger Event, if the Spotsylvania Crossing Borrower delivers to the lender as additional collateral for the Spotsylvania Crossing Mortgage Loan, cash or a letter of credit in an amount equal to the product of (x) $60,001.92 and (y) the number of calendar months occurring from (a) the commencement of such Material Tenant Trigger Event and (b) the earliest date At Home is required to provide notice of its intention to extend or renew the At Home lease; (C) with respect to any Material Tenant Trigger Event relating solely to the At Home lease other than either (x) a monetary default pursuant to clause (v) above or (y) clause (vi) above, for a period of 12 months from the Material Tenant Trigger event, if the Spotsylvania Crossing Borrower delivers to the lender as additional collateral for the Spotsylvania Crossing Mortgage Loan, cash or a letter of credit in an amount equal to the greater of (a) $1,080,000 or (b) $7.92 PSF of space demised pursuant to the At Home lease; and (D) with respect to any Material Tenant Trigger Event relating to any Material Tenant lease (other than the At Home lease) other than either (x) a monetary default pursuant to clause (v) above or (y) clause (vi) above, for a period of 12 months from the Material Tenant Trigger Event, if the Spotsylvania Crossing Borrower delivers to the lender as additional collateral for the Spotsylvania Crossing Mortgage Loan, cash or a letter of credit in an amount equal to $7.92 PSF of space demised pursuant to the applicable Material Tenant Lease. Each Material Tenant Trigger Event suspension will be subject to the following conditions: (1) after giving effect to such Material Tenant Trigger Event suspension, no Material Tenant Trigger Event will have occurred and remain outstanding with respect to any Material Tenant, any lease guarantor with respect to any Material Tenant lease, and (2) the Spotsylvania Crossing Borrower will have paid all of the lender’s reasonable costs and expenses incurred in connection with such Material Tenant Trigger Event suspension (including, without limitation, reasonable attorneys’ fees and expenses).

3501-3655 Plank Road

Fredericksburg, VA 22407

Collateral Asset Summary – Loan No. 8

Spotsylvania Crossing

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$22,476,373

66.9%

1.43x

10.0%

A “Material Tenant” means (i) At Home, (ii) Gabe’s, (iii) Value City Furniture or (iv) any tenant at the Spotsylvania Crossing Property that, together with its affiliates (excluding the DSW lease), either (a) leases 15% or more of the total net rentable square footage at the Spotsylvania Crossing Property or (b) accounts for no less than 15% of the total in-place base rent at the Spotsylvania Crossing Property.

Additional Secured Indebtedness (not including trade debts). Not permitted.

Mezzanine Loans and Preferred Equity. Not permitted.

Release of Property. Not permitted.

Terrorism Insurance. The Spotsylvania Crossing Borrower is required to obtain and maintain property insurance, commercial general liability insurance, and business income or rental loss insurance that covers perils of terrorism and acts of terrorism, both foreign and domestic.

1200 & 1250 East Copeland Road

Arlington, TX 76011

Collateral Asset Summary – Loan No. 9

Copeland Tower & Stadium Place

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$19,900,000

68.6%

1.34x

9.6%

(GRAPHIC)

1200 & 1250 East Copeland Road

Arlington, TX 76011

Collateral Asset Summary – Loan No. 9

Copeland Tower & Stadium Place

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$19,900,000

68.6%

1.34x

9.6%

(GRAPHIC)

1200 & 1250 East Copeland Road

Arlington, TX 76011

Collateral Asset Summary – Loan No. 9

Copeland Tower & Stadium Place

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$19,900,000

68.6%

1.34x

9.6%

Mortgage Loan Information					Property Information
Mortgage Loan Seller:		CIBC			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/KBRA/Moody’s):		NR/NR/NR			Location:	Arlington, TX 76011
					General Property Type:	Office
Original Balance:		$19,900,000			Detailed Property Type:	Suburban
Cut-off Date Balance:		$19,900,000			Title Vesting:	Fee Simple
% of Initial Pool Balance:		2.5%			Year Built/Renovated:	1982, 1985/2017
Loan Purpose:		Refinance			Size:	210,955 SF
Borrower Sponsor:		Charles Aque			Cut-off Date Balance per SF:	$94
Mortgage Rate:		4.9700%			Maturity Date Balance per SF:	$82
Note Date:		6/28/2018			Property Manager:	Aque Investment Group, LLC
First Payment Date:		8/1/2018				(borrower-related)
Maturity Date:		7/1/2028
Original Term to Maturity:		120 months
Original Amortization Term:		360 months
IO Period:		24 months			Underwriting and Financial Information
Seasoning:		1 month			UW NOI⁽²⁾:	$1,904,623
Prepayment Provisions:		LO (25); DEF (92); O (3)			UW NOI Debt Yield:	9.6%
Lockbox/Cash Mgmt Status:		Springing/Springing			UW NOI Debt Yield at Maturity:	11.1%
Additional Debt Type:		N/A			UW NCF DSCR:	1.71x (IO)	1.34x (P&I)
Additional Debt Balance:		N/A			Most Recent NOI⁽²⁾:	$1,870,847 (5/30/2018 TTM)
Future Debt Permitted (Type):		No (N/A)			2nd Most Recent NOI:	$1,867,860 (12/31/2017)
Reserves⁽¹⁾					3rd Most Recent NOI:	$1,601,078 (12/31/2016)
Type	Initial		Monthly	Cap	Most Recent Occupancy⁽³⁾:	84.0% (6/1/2018)
RE Tax:	$282,415		$35,302	N/A	2nd Most Recent Occupancy:	89.0% (12/31/2017)
Insurance:	$25,763		$8,588	N/A	3rd Most Recent Occupancy:	87.0% (12/31/2016)
Replacements:	$0		$3,516	N/A	Appraised Value (as of):	$29,000,000 (5/18/2018)
TI/LC:	$800,000		$17,580	$1,250,000	Cut-off Date LTV Ratio:	68.6%
Ennova TI Reserve:	$58,341		$0	N/A	Maturity Date LTV Ratio:	59.3%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount:	$19,900,000	100.0%	Loan Payoff:	$18,066,186	90.8%
			Reserves:	$1,166,519	5.9%
			Closing Costs:	$419,646	2.1%
			Return of Equity:	$247,649	1.2%
Total Sources:	$19,900,000	100.0%	Total Uses:	$19,900,000	100.0%

(1)

See “Escrows and Reserves” below for further discussion of reserve requirements.

(2)

The increase in UW NOI over Most Recent NOI is due to the management fee being underwritten at 3.0% of EGI versus the contractual management fee of 4.0%. Additionally, the appraisal determined that a market management fee is typically 2.5% to 4.0% and a 3.0% management fee is reasonable. At origination, the property manager delivered a subordination agreement which fully subordinates the management agreement to the lien of the Copeland Tower & Stadium Place Mortgage Loan (as defined below) documents.

(3)

Excludes Ascension Group Architects (4.1% of NRA), which has given notice to vacate when its lease expires on October 31, 2018.

The Mortgage Loan. The ninth largest mortgage loan (the “Copeland Tower & Stadium Place Mortgage Loan”) is evidenced by a single promissory note with an original principal balance of $19,900,000 and is secured by a first priority fee mortgage encumbering a 210,955 SF suburban office property located in Arlington, Texas (the “Copeland Tower & Stadium Place Property”). The proceeds of the Copeland Tower & Stadium Place Mortgage Loan were used to refinance existing debt, fund reserves, pay closing costs and return equity to the borrower sponsor.

The Borrower and the Borrower Sponsor. The borrower is WF Tower-Dallas, LLC (the “Copeland Tower & Stadium Place Borrower”), a single purpose Texas limited liability company. Charles Aque is the borrower sponsor and guarantor of certain non-recourse carve outs under the Copeland Tower & Stadium Place Mortgage Loan. Mr. Aque has been an investor in commercial real estate since 1993 and is the president and CEO of Houston, Texas-based Aque Investment Group. Mr. Aque’s real estate portfolio consists of over 600,000 SF of office space in Houston and the Dallas Fort Worth metroplex.

The Property. The Copeland Tower & Stadium Place Property consists of two suburban office buildings totaling 210,955 SF located in Arlington, Tarrant County, Texas. The Copeland Tower building is a 12-story, 126,628 SF, Class-A office building constructed in 1985 on a 6.4-acre site. The Stadium Place building is a five-story, 84,327 SF, Class-B office building constructed in 1982 on a 3.9-acre site. The Copeland Tower & Stadium Place Borrower acquired the Copeland Tower & Stadium Place Property in January 2007, and has a total cost basis of approximately $26.5 million, inclusive of approximately $7.2 million in capital improvements post-acquisition, including HVAC work completed in 2017, restroom upgrades completed in 2015 to 2016 and elevator modernization completed over the last seven years. As of June 1, 2018, the Copeland Tower & Stadium Place Property was 84.0% occupied by 24 tenants, excluding Ascension Group Architects (4.1% of NRA), which has given notice to vacate when its lease expires on October 31, 2018. The two largest tenants, Multiplan, Inc. (23.9% of NRA, 32.1% of underwritten base rent) and the State of Texas (21.9% of NRA, 21.4% of underwritten base rent) have

1200 & 1250 East Copeland Road

Arlington, TX 76011

Collateral Asset Summary – Loan No. 9

Copeland Tower & Stadium Place

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$19,900,000

68.6%

1.34x

9.6%

been tenants at the Copeland Tower & Stadium Place Property for approximately 15 and 18 years, respectively. No other tenant accounts for more than 5.1% of NRA.

The Copeland Tower & Stadium Place Property is located along Copeland Road, a service road to I-30 which is the main connection between Dallas and Fort Worth (approximately 135,332 vehicles per day). The Copeland Tower & Stadium Place Property is located approximately 19 miles west of Dallas and approximately 15 miles east of Fort Worth. The area surrounding the Copeland Tower & Stadium Place Property is supported by multifamily, lodging and commercial properties. The immediate neighborhood is known as the Arlington Entertainment District with AT&T Stadium (home to the Dallas Cowboys NFL franchise), College Park Center (Dallas Wings WNBA franchise), Six Flags Over Texas amusement park and The University of Texas at Arlington (over 41,000 students); all within a 4-mile radius of the Copeland Tower & Stadium Place Property. Adjacent to AT&T Stadium, approximately 1 mile from the Copeland Tower & Stadium Place Property, a $250 million dining, hospitality and entertainment district named Texas Live! Entertainment Plaza is expected to open in 2018. The development includes a 300-room hotel and 35,000 SF of convention space. Also part of the development is Globe Life Field, a 41,000 seat baseball stadium currently under construction and expected to open in 2020, which will be the new home of the Texas Rangers MLB franchise relocating from an adjacent site. The Copeland Tower & Stadium Place Property’s location in the entertainment district allows it to generate ancillary income through antenna leases and event parking income.

Major Tenants.

Multiplan, Inc. (50,412 SF, 23.9% of NRA, 32.1% of underwritten base rent). Incorporated in 1980, Multiplan, Inc. (“Multiplan”) is a provider of healthcare cost management solutions. Multiplan provides analytics and network based solutions for managing the financial risks associated with medical claims, as well as solutions that improve payment integrity by resolving waste, abuse and fraud before payments are made. Clients of Multiplan include insurers, health plans, third party administrators, self-funded employers, HMOs and other entities that pay medical bills in the commercial healthcare, government, workers compensation and auto medical markets. Multiplan has been a tenant at the Copeland Tower & Stadium Place Property since 2003. Multiplan initially occupied 32,836 SF and subsequently expanded its leased premises in 2006, 2009 and 2015 to its current footprint of 50,412 SF. Multiplan has extended its lease four times during its occupancy at the Copeland Tower & Stadium Place Property. Multiplan’s most recent lease amendment occurred in 2016, which extended the lease expiration date out to October 31, 2022, removed a tenant termination clause, granted a one five-year extension option and added a tenant expansion option. In connection with its most recent lease amendment/extension, Multiplan agreed to annual rent escalations of $0.50 PSF per year and converted to a modified gross plus electric reimbursement structure beginning in November 2019.

State of Texas (46,239 SF, 21.9% of NRA, 21.4% of underwritten base rent). The State of Texas has been a tenant at the Copeland Tower & Stadium Place Property since 2000, originally occupying 22,990 SF of net useable area (as defined in its lease), and subsequently expanded three times to its current footprint of 39,486 SF of net useable area or 46,239 SF of NRA. The State of Texas has also renewed its lease four times. The State of Texas utilizes its leased space as the regional headquarters for the Department of Family and Protective Services. If there is a curtailment of federally funded programs, or if state appropriated funds are unavailable, the General Services Commission (“GSC”) may assign another state agency to the premises, or a part thereof. If GSC is unable to find another state agency or agencies to fill, or partially fill the premises, GSC, upon written notice to the Copeland Tower & Stadium Place Borrower, may (a) terminate the lease or (b) adjust it in accordance with the terms within the lease. The Texas Department of Family and Protective Services has an operating budget of over $2 billion for 2018, up from $1.95 billion in 2017.

The following table presents certain information relating to the leases at the Copeland Tower & Stadium Place Property:

Tenant Summary⁽¹⁾
Tenant Name	Credit Rating (Fitch/Moody’s/S&P)⁽²⁾	Tenant SF	Approximate % of SF	Annual UW Base Rent	% of Total Annual UW Base Rent	Annual UW Base Rent PSF⁽³⁾	Lease Expiration
Major Tenants
Multiplan, Inc.	NR/Caa1/B+	50,412	23.9%	$969,423	32.1%	$19.23	10/31/2022
State of Texas	AAA/Aaa/AAA	46,239	21.9%	$645,207	21.4%	$13.95	9/30/2021
Subtotal/Wtd. Avg.		96,651	45.8%	$1,614,629	53.5%	$16.71
Other Tenants		80,631	38.2%	$1,400,868	46.5%	$17.37
Vacant Space⁽⁴⁾		33,673	16.0%	$0	0.0%	$0.00
Total/Wtd. Avg.		210,955	100.0%	$3,015,497	100.0%	$17.01

(1)

Information is based on the underwritten rent roll.

(2)

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

(3)

Wtd. Avg. Annual UW Base Rent PSF excludes vacant space.

(4)

Ascension Group Architects (4.1% of NRA), which gave notice to vacate when its lease expires on October 31, 2018, was underwritten as vacant.

1200 & 1250 East Copeland Road

Arlington, TX 76011

Collateral Asset Summary – Loan No. 9

Copeland Tower & Stadium Place

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$19,900,000

68.6%

1.34x

9.6%

The following table presents certain information relating to the lease rollover schedule at the Copeland Tower & Stadium Place Property:

Lease Rollover Schedule⁽¹⁾
Year	# of Leases Rolling	SF Rolling	Approx. % of Total SF Rolling	Approx. Cumulative % of SF Rolling	UW Base Rent PSF Rolling⁽²⁾	Total UW Base Rent Rolling	Approx. % of Total Base Rent Rolling	Approx. Cumulative % of Total Base Rent Rolling
MTM	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2018	1	2,102	1.0%	1.0%	$17.50	$36,785	1.2%	1.2%
2019	5	14,980	7.1%	8.1%	$18.18	$272,315	9.0%	10.3%
2020	9	28,046	13.3%	21.4%	$16.70	$468,489	15.5%	25.8%
2021	2	47,972	22.7%	44.1%	$14.17	$679,867	22.5%	48.3%
2022	2	61,250	29.0%	73.2%	$19.10	$1,169,926	38.8%	87.1%
2023	4	21,986	10.4%	83.6%	$16.84	$370,142	12.3%	99.4%
2024	0	0	0.0%	83.6%	$0.00	$0	0.0%	99.4%
2025	0	0	0.0%	83.6%	$0.00	$0	0.0%	99.4%
2026	0	0	0.0%	83.6%	$0.00	$0	0.0%	99.4%
2027	0	0	0.0%	83.6%	$0.00	$0	0.0%	99.4%
2028	1	946	0.4%	84.0%	$19.00	$17,974	0.6%	100.0%
2029 & Beyond	0	0	0.0%	84.0%	$0.00	$0	0.0%	100.0%
Vacant⁽³⁾	0	33,673	16.0%	100.0%	$0.00	$0	0.0%	100.0%
Total/Wtd. Avg.	24	210,955	100.0%		$17.01	$3,015,497	100.0%

(1)

Information is based on the underwritten rent roll.

(2)

Wtd. Avg. UW Base Rent PSF Rolling excludes vacant space.

(3)

Ascension Group Architects (4.1% of NRA), which gave notice to vacate when its lease expires on October 31, 2018, was underwritten as vacant.

The Market. The Copeland Tower & Stadium Place Property is located in the Dallas/Fort Worth metropolitan statistical area (“Dallas/Fort Worth MSA”). The Dallas/Fort Worth MSA is the largest metropolitan area in Texas and the fourth largest in the United States. The Dallas/Fort Worth MSA is located in North-Central Texas, providing residents and business with access to other major metropolitan cities via its transportation infrastructure that includes interstate highways, domestic and international airports, and rail routes. The Dallas/Fort Worth MSA had an estimated population of 7,062,433 as of 2016, which represents an average annual increase of 1.6% since 2010. The following companies have expanded or relocated to the Dallas/Fort Worth MSA since 1990: Alliance Airport, Ameritrade, Big 12 Conference, Capital One, Citizens Utilities, Columbia/HCA, Dell Computer, Ericsson Network Systems, Exxon, FedEx, Fidelity Investments, Ford Motor Credit, Greyhound Lines, J.C. Penney, Motorola, Nokia, Providian Financial, Texas Instruments, Time Warner, Verizon, Wells Fargo and AAA Texas. Dallas is the headquarters of 16 Fortune 500 companies, including AT&T, Exxon Mobil, Energy Transfer Equity and Southwest Airlines. In Arlington, General Motors recently invested $1.4 billion to expand its assembly plant located south of the Copeland Tower & Stadium Place Property. D.R. Horton relocated its headquarters to Arlington in 2017. Other notable companies nearby include Texas Health Resources, GM Financial, JPMorgan Chase, L-3 Communications and Straumann Manufacturing.

The Copeland Tower & Stadium Place Property is located in the Arlington/Mansfield submarket, within the Dallas-Fort Worth metro area market. According to the appraisal, as of the first quarter of 2018, the Arlington/Mansfield submarket reported a vacancy of 9.5% and average asking rent of $19.38 PSF. The appraiser’s market rent conclusion based on full service plus electric lease terms for the Copeland Tower & Stadium Place Property was $19.00 PSF for leases at the Copeland Tower building, $17.00 PSF for leases at the Stadium Place building and $15.00 PSF for the State of Texas lease. According to the appraisal, the estimated 2017 population within a one-, three- and five-mile radius of the Copeland Tower & Stadium Place Property was 10,846, 106,828 and 267,004, respectively, and the 2017 estimated average household income within the same one-, three- and five-mile radius was $52,929, $61,591 and $62,011, respectively.

100

1200 & 1250 East Copeland Road

Arlington, TX 76011

Collateral Asset Summary – Loan No. 9

Copeland Tower & Stadium Place

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$19,900,000

68.6%

1.34x

9.6%

The following table presents recent leasing data at competitive office buildings with respect to the Copeland Tower & Stadium Place Property:

Comparable Office Leases
Property Name/Address	Year Built	Size (SF)⁽¹⁾	Tenant Name⁽¹⁾	Lease Size (SF)⁽¹⁾	Lease Date⁽¹⁾	Lease Term (Months)⁽¹⁾	Rent PSF⁽¹⁾	Lease Type
Copeland Tower & Stadium Place 1200 & 1250 East Copeland Road Arlington, TX	1982, 1985	210,955	Multiplan, Inc. State of Texas	50,412 46,239	July 2016 Aug 2013	78 84	$19.23 $13.95	Full Service + Electric Full Service
One Arlington Center 1112 East Copeland Road Arlington, TX	1982	56,848	Pepper Psychological Ageless Living Home	1,238 2,452	May 2018 April 2018	60 60	$17.00 $16.73	Full Service + Electric Full Service + Electric
Centerpoint IV 2401 East Randol Mill Road Arlington, TX	1986	134,000	Captel	23,066	April 2017	120	$20.00	Full Service + Electric
Skymark Tower 1521 North Cooper Street Arlington, TX	1985	115,393	2M Research	12,177	June 2016	60	$17.75	Full Service + Electric
Brookhollow One and Two 2221 East Lamar Boulevard Arlington, TX	1986	245,000	Americredit	17,555	July 2017	84	$17.50	Full Service + Electric
Tower 360 1901 North SH 360 Grand Prairie, TX	1984	105,541	Point-of-Rental	2,104	April 2017	36	$18.50	Full Service + Electric

Source: Appraisal

(1)

Information for the Copeland Tower & Stadium Place Property is based on the underwritten rent roll.

Cash Flow Analysis
	2015	2016	2017	5/30/2018 TTM	UW	UW PSF
Rents in Place⁽¹⁾	$2,659,025	$2,816,386	$3,053,079	$3,123,982	$3,015,497	$14.29
Vacant Income⁽²⁾	$0	$0	$0	$0	$584,333	$2.77
Reimbursements⁽³⁾	$183,508	$259,464	$277,774	$241,683	$325,814	$1.54
Less Vacancy & Credit Loss⁽²⁾	$0	$0	$0	$0	($584,333)	($2.77)
Other Income⁽⁴⁾	$192,590	$165,385	$185,119	$175,817	$202,182	$0.96
Effective Gross Income	$3,035,123	$3,241,235	$3,515,972	$3,541,482	$3,543,493	$16.80
Total Operating Expenses⁽⁵⁾	$1,570,728	$1,640,157	$1,648,112	$1,670,635	$1,638,870	$7.77
Net Operating Income	$1,464,395	$1,601,078	$1,867,860	$1,870,847	$1,904,623	$9.03
Capital Expenditures	$0	$0	$0	$0	$42,191	$0.20
TI/LC	$0	$0	$0	$0	$147,669	$0.70
Net Cash Flow	$1,464,395	$1,601,078	$1,867,860	$1,870,847	$1,714,764	$8.13

Occupancy %	80.0%	87.0%	89.0%	90.0%	85.1%⁽⁶⁾
NOI DSCR (P&I)	1.15x	1.25x	1.46x	1.46x	1.49x
NCF DSCR (P&I)	1.15x	1.25x	1.46x	1.46x	1.34x
NOI Debt Yield	7.4%	8.0%	9.4%	9.4%	9.6%
NCF Debt Yield	7.4%	8.0%	9.4%	9.4%	8.6%

(1)

Underwritten Rents in Place includes contractual rent bumps through March 2019.

(2)

Vacant Income is based on the in-place vacancy as of the June 1, 2018 underwritten rent roll at the appraiser’s concluded market rent of $19.00 PSF for the Copeland Tower building and $17.00 PSF for the Stadium Place building. Vacant Income also includes Ascension Group Architects (4.1% of NRA), which gave notice to vacate when its lease expires on October 31, 2018.

(3)

Underwritten Reimbursements is based on leases in place, which is in line with the 2017 expense reconciliation. Underwritten electric reimbursements were based on the 2017 electric reimbursement rates of $2.05 PSF for tenants at the Copeland Tower building and $1.93 PSF for tenants at the Stadium Place building. Multiplan’s contractual electric reimbursement, effective November 2019, was underwritten at $2.05 PSF which represents an increase of $89,532 in overall reimbursements by Multiplan.

(4)

Underwritten Other Income consists of antenna leases, storage fees, event and other parking income, tenant services and late fees.

(5)

Management fee was underwritten at 3.0% of EGI versus the contractual management fee of 4.0%. The appraiser determined that a market management fee is typically 2.5% to 4.0% and a 3.0% management fee is reasonable. At origination, the property manager delivered a subordination agreement which fully subordinates the management agreement to the lien of the Copeland Tower & Stadium Place Mortgage Loan documents.

(6)

UW Occupancy % based on the underwritten economic vacancy of 14.9%. As of the rent roll dated June 1, 2018, the Copeland Tower & Stadium Place Property was 84.0% occupied.

Escrows and Reserves. At origination, the Copeland Tower & Stadium Place Borrower escrowed (i) $282,415 for annual taxes, (ii) $25,763 for annual insurance premiums, (iii) $800,000 for tenant improvements and leasing commissions, and (iv) $58,341 for landlord-obligated tenant improvement work on the space leased to Ennova Learning Solutions. The Copeland Tower & Stadium Place Borrower is required to escrow monthly (i) 1/12 of the annual estimated tax payments, (ii) 1/12 of the annual estimated insurance premiums, (iii) replacement reserves of $3,516 and (iv) tenant improvements and leasing commissions reserves of $17,580, subject to a cap of $1,250,000.

101

1200 & 1250 East Copeland Road

Arlington, TX 76011

Collateral Asset Summary – Loan No. 9

Copeland Tower & Stadium Place

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$19,900,000

68.6%

1.34x

9.6%

Lockbox and Cash Management. The Copeland Tower & Stadium Place Mortgage Loan has a springing lockbox with springing cash management upon the commencement of a Cash Management Period (as defined below). Upon the first occurrence of a Cash Management Period, the Copeland Tower & Stadium Place Borrower is required to establish a lockbox and direct tenants, pursuant to tenant direction letters, to deposit all rents and other amounts due under their respective leases directly into the lockbox. During any Cash Management Period, funds in the lockbox will be applied on each monthly payment date in the order set forth in the Copeland Tower & Stadium Place Mortgage Loan agreement to pay debt service on the Copeland Tower & Stadium Place Mortgage Loan, to fund the required reserves deposits as described above under “Escrows and Reserves”, to pay monthly operating expenses and capital expenses referenced in the annual budget approved by the lender, to pay extraordinary operating expenses approved by the lender, and to disburse the remainder to an account to be held by the lender (during the continuance of a Trigger Period (as defined below), to a reserve held by the lender for re-tenanting a Trigger Tenant’s (as defined below) demised space) as additional security for the Copeland Tower & Stadium Place Mortgage Loan. If during the continuance of a Cash Management Period an event of default exists under the Copeland Tower & Stadium Place Mortgage Loan, the lender may apply the amounts in the lockbox in any order or manner in its sole discretion.

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

(i)

an event of default under the Copeland Tower & Stadium Place Mortgage Loan documents and will continue until such event of default has been cured and such cure has been accepted by the lender;

(ii)

the debt service coverage ratio being less than 1.15x at the end of any calendar quarter and will continue until the debt service coverage ratio is at least 1.15x for two consecutive calendar quarters; or

(iii)

the commencement of a Trigger Period and will continue until the Trigger Period has ended.

A “Trigger Period” will commence upon the occurrence of any of the following:

(i)

A Trigger Tenant or any direct or indirect parent of such Trigger Tenant, or any guarantor of a Trigger Tenant’s lease filing for bankruptcy and will continue until either (a) such bankruptcy has terminated and such Trigger Tenant’s lease has been affirmed, assumed or assigned in a manner reasonably satisfactory to the lender, or (b) at least 90% of such Trigger Tenant’s leased premises is leased to a replacement tenant;

(ii)

A Trigger Tenant going dark, vacating its premises or giving notice that it intends to discontinue its business at its premises and will continue until at least 90% of such Trigger Tenant’s leased premises is leased to a replacement tenant; or

(iii)

The date that is nine months prior to any Trigger Tenant’s lease expiration date (provided, however, that the Copeland Tower & Stadium Place Borrower may delivered to the lender either cash or a letter of credit acceptable to the lender for an amount equal to $500,000 to avoid a Trigger Period described in this clause (iii)) and will continue until either such Trigger Tenant’s lease has been renewed or extended on terms reasonably acceptable to the lender or at least 90% of such Trigger Tenant’s leased premises is leased to a replacement tenant.

A “Trigger Tenant” means any of Multiplan, State of Texas, or any replacement tenant resulting from a Trigger Period that leases in aggregate more than the lesser of (i) 21,000 rentable SF or (ii) 10% of the total NRA at the Copeland Tower & Stadium Place Property.

Additional Secured Indebtedness (not including trade debts). Not permitted.

Mezzanine Loan and Preferred Equity. Not permitted.

Release of Property. Not permitted.

Terrorism Insurance. The Copeland Tower & Stadium Place Borrower is required to obtain and maintain property insurance, commercial general liability insurance, and business income or rental loss insurance that covers perils of terrorism and acts of terrorism, both foreign and domestic.

102

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103

1405 and 1425 U.S. Route 206

Bedminster, NJ 07921

Collateral Asset Summary – Loan No. 10

Somerset Financial Center

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$18,000,000

64.6%

1.80x

9.5%

(GRAPHIC)

104

1405 and 1425 U.S. Route 206

Bedminster, NJ 07921

Collateral Asset Summary – Loan No. 10

Somerset Financial Center

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$18,000,000

64.6%

1.80x

9.5%

(MAP)

105

1405 and 1425 U.S. Route 206

Bedminster, NJ 07921

Collateral Asset Summary – Loan No. 10

Somerset Financial Center

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$18,000,000

64.6%

1.80x

9.5%

(MAP)

106

1405 and 1425 U.S. Route 206

Bedminster, NJ 07921

Collateral Asset Summary – Loan No. 10

Somerset Financial Center

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$18,000,000

64.6%

1.80x

9.5%

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		Rialto Mortgage Finance, LLC			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/KBRA/Moody’s):		NR/NR/NR			Location:	Bedminster, NJ 07921
					General Property Type:	Office
Original Balance⁽¹⁾:		$18,000,000			Detailed Property Type:	Suburban
Cut-off Date Balance⁽¹⁾:		$18,000,000			Title Vesting:	Fee Simple
% of Initial Pool Balance:		2.2%			Year Built/Renovated:	1998/2017
Loan Purpose:		Acquisition			Size:	230,000 SF
Borrower Sponsors⁽²⁾:		Various			Cut-off Date Balance per SF⁽¹⁾:	$183
Mortgage Rate:		5.1200%			Maturity Date Balance per SF⁽¹⁾:	$183
Note Date:		7/25/2018			Property Manager:	Blue Property Management LLC (borrower-related)
First Payment Date:		9/6/2018
Maturity Date:		8/6/2028
Original Term to Maturity		120 months
Original Amortization Term:		0 months
IO Period:		120 months
Seasoning:		0 months			Underwriting and Financial Information
Prepayment Provisions:		LO (24); DEF (92); O (4)			UW NOI⁽³⁾:	$3,976,166
Lockbox/Cash Mgmt Status:		Hard/Springing			UW NOI Debt Yield⁽¹⁾:	9.5%
Additional Debt Type⁽⁴⁾:		Pari Passu			UW NOI Debt Yield at Maturity⁽¹⁾:	9.5%
Additional Debt Balance⁽⁴⁾:		$24,000,000			UW NCF DSCR⁽¹⁾:	1.80x
Future Debt Permitted (Type):		No (N/A)			Most Recent NOI⁽³⁾:	N/A
Reserves⁽⁵⁾					2nd Most Recent NOI⁽³⁾:	N/A
Type	Initial		Monthly	Cap	3rd Most Recent NOI⁽³⁾:	N/A
RE Tax:	$124,096		$39,395	N/A	Most Recent Occupancy:	100.0% (8/1/2018)
Insurance:	$19,081		$3,635	N/A	2nd Most Recent Occupancy⁽³⁾:	N/A
Replacements:	$0		$3,833	$230,000	3rd Most Recent Occupancy⁽³⁾:	N/A
TI/LC:	$2,500,000		$0	N/A	Appraised Value (as of):	$65,000,000 (5/30/2018)
Immediate Repairs:	$30,475		$0	N/A	Cut-off Date LTV Ratio⁽¹⁾:	64.6%
Cash Collateral Funds:	$0		Springing	N/A	Maturity Date LTV Ratio⁽¹⁾:	64.6%

Sources and Uses

Sources	Proceeds		% of Total	Uses	Proceeds	% of Total
Loan Amount:		$42,000,000	66.4%	Purchase Price⁽⁶⁾:	$57,937,619	92.2%
Borrower Equity		$20,871,540	33.2%	Closing Costs:	$2,260,269	3.6%
				Reserves:	$2,673,652	4.2%
Total Sources:		$62,871,540	100.0%	Total Uses:	$62,871,540	100.0%

(1)

The Somerset Financial Center Mortgage Loan (as defined below) is part of the Somerset Financial Center Whole Loan (as defined below), which is comprised of two pari passu promissory notes with an aggregate original principal balance of $42,000,000. The Cut-off Date Balance per SF, Maturity Date Balance per SF, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio presented above are based on the aggregate original principal balance of the promissory notes comprising the Somerset Financial Center Whole Loan.

(2)

Borrower sponsors and guarantors are Aryeh Z. Ginzberg aka Ari Zev Ginzberg, Harvey Rosenblatt, Leibel Lederman, Azag LLC, CLL LLC. David Sutton is an additional guarantor of the Somerset Financial Center Whole Loan.

(3)

The borrower sponsors acquired the Somerset Financial Center Property (as defined below) in April 2018; as such, historical operating performance is not available. Underwritten Net Operating Income is based on the underwritten rent roll.

(4)

See “The Mortgage Loan” below for further discussion of additional debt.

(5)

See “Escrows and Reserves” below for further discussion of reserve requirements.

(6)

The purchase price was $62,500,000; however, the Somerset Financial Center Borrower (as defined below) received a credit of $4,562,381 for remaining tenant improvements and leasing commissions.

The Mortgage Loan. The tenth largest mortgage loan (the “Somerset Financial Center Mortgage Loan”) is part of a whole loan (the “Somerset Financial Center Whole Loan”) evidenced by two pari passu promissory notes in the aggregate original principal balance of $42,000,000. The Somerset Financial Center Whole Loan is secured by a first priority mortgage encumbering the borrower’s fee interest in an office property known as Somerset Financial Center (the “Somerset Financial Center Property”). Promissory Note A-2, with an original principal balance of $18,000,000 represents the Somerset Financial Center Mortgage Loan and will be included in the UBS 2018-C12 Trust. Promissory Note A-1, with an original principal balance of $24,000,000 is currently held by Rialto Mortgage Finance, LLC and will be contributed to one or more future securitizations or may otherwise be transferred at any time. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans”, “—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement.

The proceeds of the Somerset Financial Center Whole Loan were primarily used to acquire the Somerset Financial Center Property, pay closing costs, and fund reserves.

107

1405 and 1425 U.S. Route 206

Bedminster, NJ 07921

Collateral Asset Summary – Loan No. 10

Somerset Financial Center

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$18,000,000

64.6%

1.80x

9.5%

Somerset Financial Center Whole Loan Summary

Note	Original Balance	Cut-off Date Balance	Anticipated Note Holder	Controlling Piece
Note A-1	$24,000,000	$24,000,000	RMF	Yes
Note A-2	$18,000,000	$18,000,000	UBS 2018-C12	No
Total	$42,000,000	$42,000,000

The Borrower and the Borrower Sponsors. The borrower is comprised of two members: SFC Owner LLC and Sutton SFC TIC LLC, each a Delaware limited liability company (the “Somerset Financial Center Borrower”). The tenant-in-common ownership structure consists of the following: SFC Owner LLC (93.0%) a single-purpose Delaware limited liability company and Sutton SFC TIC LLC (7.0%) a single-purpose Delaware limited liability company, each structured to be bankruptcy-remote and each with one independent manager. The SFC Owner LLC is 97.0% owned by SFC Funding Group LLC and 3.0% owned by P3RE US LLC which is wholly owned by Harvey Rosenblatt. SFC Funding Group LLC is jointly owned by AZG SFC LLC (55.5%) and LL SFC Group LLC (44.5%). AZG SFC LLC is 9.3% owned by AZAG SFC LLC and 90.7% is owned by investors. With the exception of entities related to Mr. Ginzberg, none of the investors own more than 10.0% of the Somerset Financial Center Borrower. AZAG SFC Managing Member LLC is wholly owned by AZAG LLC which is owned by the Ginzberg Family Trust (50.0%) and Avigail Ginzberg Family Trust (50.0%). LL SFC Group LLC is 94.2% owned by LL SFC Equities LLC, and 5.8% owned by CLL SFC Managing Member LLC. LL SFC Group LLC is 100.0% owned by individual investors, none of the investors own more than 10.0% of the Somerset Financial Center Borrower. LL SFC Equities LLC’s managing member is CLL SFC Managing Member LLC with Leibel Lederman serving as the manager. CLL SFC Managing Member LLC is wholly owned by CLL LLC which is jointly owned by the Lederman Family Trust (50.0%) and Chaya T. Lederman Family Trust (50.0%). Sutton SFC TIC LLC is 99.9% owned by David Sutton, the remainder is owned by CLL SFC Managing Member LLC which is controlled by Leibel Lederman, and is the managing member. Legal counsel to the Somerset Financial Center Borrower delivered a non-consolidation opinion in connection with the origination of the Somerset Financial Center Mortgage Loan. Aryeh Z. Ginzberg aka Ari Zev Ginzberg, Harvey Rosenblatt, Leibel Lederman, David Sutton, Azag LLC and CLL LLC are the borrower sponsors and the non-recourse guarantors for the Somerset Financial Center Mortgage Loan on a joint and several basis. David Sutton is an additional guarantor of the Somerset Financial Center Whole Loan.

Aryeh Ginzberg has more than 35 years of commercial real estate experience and is a Partner at Galil Management where he oversees the management of a large portfolio of multifamily properties throughout the tri-state area. In his current role, Mr. Ginzberg has overseen the management and complete rehabbing of several thousand HUD and HPD units to profit-producing portfolios.

Harvey Rosenblatt is the CEO of P3 Properties and P3RE. In 2015, Mr. Rosenblatt founded P3RE to pursue value-add opportunities as well as institutional quality real estate within New Jersey and the surrounding tri state area. Mr. Rosenblatt previously served as Vice President at Shelbourne Global Solutions where he oversaw underwriting, acquisition, and property management of 1 million SF. Today, Mr. Rosenblatt owns and manages over 2.2 million SF. of real estate through P3 Properties and P3RE.

Leibel Lederman has more than 45 years of commercial real estate experience and is a partner at Galil Management (“Galil”) where he functions as the senior property analyst. Mr. Lederman joined Galil in 1994 and focuses on purchase analysis and asset management. Since joining Galil, Mr. Lederman has substantially enhanced the diversity of its holdings and has significantly increased Galil’s portfolio of owned and managed properties. Mr. Lederman previously served as a managing agent for a boutique real estate firm in Greenpoint.

Mr. Ginzberg and Mr. Lederman are among numerous defendants named in a May 2016 lawsuit brought by two building superintendents on behalf of themselves and others, alleging federal and state labor law violations stemming from the failure to (i) pay overtime, (ii) provide proper wage notifications, and (iii) reimburse necessary employment expenses. See “Description of the Mortgage Pool—Litigation and Other Considerations” in the Preliminary Prospectus.

The Property. Somerset Financial Center Property is a 230,000 SF office property comprised of two, three-story, interconnected Class A buildings, situated on an approximately 26.3-acre parcel and located in Bedminster, New Jersey, within Somerset County. The Somerset Financial Center Property was constructed in 1998 and renovated in 2017. The Somerset Financial Center Property underwent a complete building renovation in 2017 totaling nearly $48 million ($209 PSF) with the seller contributing approximately $12 million ($52 PSF) and Mallinckrodt (as defined below) contributing an additional approximately $36 million ($157 SF). Amenities at the Somerset Financial Center Property include a full-service cafeteria with indoor and outdoor seating, a café located in the lobby, kitchens with dining area on each floor, and a fitness center, which includes a yoga studio as well as locker rooms. The Somerset Financial Center Property also features conference centers, an auditorium, and training facilities. Parking the Somerset Financial Center Property is provided by 1,032 parking spaces (approximately 150 spaces are located beneath the buildings’ subgrade garages), 4.5 spaces per 1,000 SF. As of August 1, 2018, the Somerset Financial Center Property was 100.0% leased, including the master lease.

Major Tenants.

Mallinckrodt (191,000 SF, 83.0% of NRA, 83.0% of underwritten rent). Founded in 1867, Mallinckrodt PLC (“Mallinckrodt”) is a specialty biopharmaceutical company with a market cap of approximately $1.6 billion and annual revenues of approximately $3.2 billion. Headquartered in Staines-Upon-Thames, United Kingdom, Mallinckrodt develops, manufactures, markets and distributes specialty pharmaceutical products and therapies. Mallinckrodt manages its business in two reportable segments: specialty brands, which includes branded medicine, and specialty generics, which includes specialty generic drugs. Mallinckrodt reported total net sales of approximately $3.2 billion in 2017 of the specialty brands, which is the division occupying the Somerset Financial Center Property, contributed net sales of approximately $2.33 billion. Mallinckrodt’s specialty brands segment markets and develops branded pharmaceutical products for autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology, immunotherapy and neonatal respiratory critical care therapies, and analgesics. Mallinckrodt promotes its branded products directly to physicians in their offices, hospitals, and ambulatory surgical centers through a direct sales force of over 500 sales representatives. Mallinckrodt’s recent acquisition and disposition strategy has focused its portfolio on specialty medication for patients with severe and critical conditions. Mallinckrodt has been a tenant at the Somerset Financial Center Property since 2017 under a lease that commenced February 1, 2017 and expires January 31, 2030, with two, five-year renewal options remaining and no termination options. Mallinckrodt has a right to expand into 39,000 SF of leased space located in Building B (the “Building B Expansion Space”), provided it exercises this option by December 31, 2019. If Mallinckrodt elects to expand, the Somerset Financial Center Borrower is required to provide $55 PSF in tenant improvements as well a leasing commission of 5.0% due to the broker.

108

1405 and 1425 U.S. Route 206

Bedminster, NJ 07921

Collateral Asset Summary – Loan No. 10

Somerset Financial Center

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$18,000,000

64.6%

1.80x

9.5%

The following table presents a summary regarding the largest tenants at the Somerset Financial Center Property:

Tenant Summary⁽¹⁾

Tenant Name	Credit Rating (Fitch/Moody’s/S&P)⁽²⁾	Tenant SF	% of Collateral SF	Annual UW Rent	% of Annual UW Rent	Annual UW Rent PSF	Most Recently Reported Sales		Occ. Cost %	Lease Expiration
Tenant Name	Credit Rating (Fitch/Moody’s/S&P)⁽²⁾	Tenant SF	% of Collateral SF	Annual UW Rent	% of Annual UW Rent	Annual UW Rent PSF		PSF	Occ. Cost %	Lease Expiration
Mallinckrodt⁽³⁾	NR/Ba3/B+	191,000	83.0%	$3,533,500	83.0%	$18.50	N/A	N/A	N/A	1/31/2030
Master Lease⁽⁴⁾	NR/NR/NR	39,000	17.0%	$721,500	17.0%	$18.50	N/A	N/A	N/A	12/31/2021
Subtotal/Wtd. Avg.		230,000	100.0%	$4,255,000	100.0%	$18.50
Vacant Space		0	0.0	$0	0.0%	$0.00
Total/Wtd. Avg.		230,000	100.0%	$4,255,000	100.0%	$18.50

(1)

Information is based on the underwritten rent roll.

(2)

Mallinckrodt International Finance SA is rated Ba3 by Moody’s. Mallinckrodt PLC, Mallinckrodt’s parent company, is rated B+ by Standard & Poor’s.

(3)

Mallinckrodt has two, 5-year renewal options remaining and the right to expand into the 39,000 SF Expansion Space in Building B, which must be exercised by December 31, 2019. If Mallinckrodt elects to expand, it is entitled to $55.00 PSF in tenant improvements as well a leasing commission of 5.0% is due to the broker.

(4)

In connection with the sale of the Somerset Financial Center Property to the Somerset Financial Center Borrower, Related Real Estate Fund II, L.P., an investment fund sponsored by the Related Companies, guaranteed the obligations of RREF II Somerset ML, LLC, an affiliate of the Related Companies, under a master lease with the Somerset Financial Center Borrower related to the currently unoccupied Building B Expansion Space (the “RREF Master Lease”) at a base rent of $18.00 SF with $0.50 SF annual increases. The term of the RREF Master Lease will end on the earlier of (i) December 31, 2021, or (ii) the date on which a termination event has occurred. A termination event will occur if a) Mallinckrodt exercises its option to lease the premises or b) a replacement tenant leases the entire premises. If the replacement tenant only leases a portion of the space, the master lease will still apply to the remaining space.

The following table presents certain information relating to the lease rollover at the Somerset Financial Center Property:

Lease Rollover Schedule⁽¹⁾
Year	# of Leases Rolling	SF Rolling	Approx. % of Total SF Rolling	Approx. Cumulative % of SF Rolling	UW Base Rent PSF Rolling	Total UW Base Rent Rolling	Approx. % of Total Base Rent Rolling	Approx. Cumulative % of Total Base Rent Rolling
MTM	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2018	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2019	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2020	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2021	1	39,000	17.0%	17.0%	$18.50	$721,500	17.0%	17.0%
2022	0	0	0.0%	17.0%	$0.00	$0	0.0%	17.0%
2023	0	0	0.0%	17.0%	$0.00	$0	0.0%	17.0%
2024	0	0	0.0%	17.0%	$0.00	$0	0.0%	17.0%
2025	0	0	0.0%	17.0%	$0.00	$0	0.0%	17.0%
2026	0	0	0.0%	17.0%	$0.00	$0	0.0%	17.0%
2027	0	0	0.0%	17.0%	$0.00	$0	0.0%	17.0%
2028 & Beyond	1	191,000	83.0%	100.0%	$18.50	$3,533,500	83.0%	100.0%
Vacant	0	0	0.0%	100.0%	$0.00	$0	0.0%	100.0%
Total/Wtd. Avg.	2	230,000	100.0%		$18.50	$4,255,000	100.0%

(1)

Information is based on the underwritten rent roll.

The Market. The Somerset Financial Center Property is located in Bedminster, Somerset County, New Jersey, within the New York-Newark-Jersey City metropolitan statistical area. The Somerset Financial Center Property is located approximately 16.0 miles from downtown Morristown, 37 miles west of Jersey City, 70 miles northeast of Philadelphia, and 41.4 miles west of Manhattan. The Somerset Financial Center Property’s neighborhood is part of the I-78 Corridor, New Jersey’s most active office market which stretches 28 miles and consists of portions of Somerset, Union, and Hunterdon Counties. The I-78 Corridor has generated nearly 7.1 million SF in leasing activity since 2012 and is a hub for pharmaceutical and technology companies. Some of the largest corporations in the world are either headquartered or have a major presence along the I-78 Corridor, including Johnson & Johnson, GlaxoSmithKline, Celgene, Alcatel-Lucent/Nokia, Verizon, AT&T, Sanofi-Aventis, Valeant Pharmaceuticals, and Pfizer, among others. The Somerset Township is intersected by Interstates 78 and 287, and U.S. Route 202, located approximately three miles or less from the Somerset Financial Center Property. Other surrounding uses include retail and industrial properties interspersed with residential and commercial uses.

According to the appraisal, the Somerset Financial Center Property is located within the Northern New Jersey office market, which had an estimated inventory of approximately 374.2 million SF as of the fourth quarter of 2017. As of the first quarter of 2018, the market vacancy was 12.2% with an average asking rent of $25.13 PSF. The Northern New Jersey office market reported new construction of 168,434 SF and positive absorption of 322,809 SF.

According to the appraisal, the Somerset Financial Center Property is located within the Route 78 East office submarket, which had an estimated inventory of approximately 19.1 million SF as of the fourth quarter of 2017. As of the first quarter of 2018, the submarket vacancy was 12.3% with an average asking rent of $25.28 PSF. The Route 78 East office market reported no new construction and positive absorption of 14,898 SF.

109

1405 and 1425 U.S. Route 206

Bedminster, NJ 07921

Collateral Asset Summary – Loan No. 10

Somerset Financial Center

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$18,000,000

64.6%

1.80x

9.5%

The following tables presents competitive office properties with respect to Somerset Financial Center Property:

Office/Warehouse Lease Comparables
Property Name	Property Location	Year Built/ Renovated	Distance to Subject (miles)	Tenant Name	Lease Date	NRA	Lease Term (yrs)	Base Rent PSF⁽¹⁾	Lease Type
Somerset Financial Center	Bedminster, NJ	1998/2017	—	Mallinckrodt⁽¹⁾	Feb 2017⁽¹⁾	191,000⁽¹⁾	13.0⁽¹⁾	$18.00⁽¹⁾	NNN
Connell Corporate Center 2	Berkeley Heights, NJ	1987/NAP	16.1	Samsung	Oct 2017	53,300	11.0	$28.50	MG
Summit at Mount Airy	Basking Ridge, NJ	1953/1984	6.6	Venccore Labs	July 2017	54,060	7.0	$22.00	MG
Offices at Liberty Corner	Basking Ridge, NJ	2000/NAP	6.1	Ipsen Pharmaceuticals	May 2017	32,556	6.0	$21.00	MG
Centerpointe III	Bridgewater, NJ	2000/NAP	9.0	Philips Van Heusen	June 2017	29,169	4.0	$24.50	MG
Somerset Corporate Center V	Bridgewater, NJ	2002/NAP	6.7	Qualcomm	Feb 2017	30,307	5.0	$26.50	MG
Building B	Warren, NJ	1996/NAP	11.8	Blue Danube	Jan 2017	20,000	3.0	$19.00	MG

Source: Appraisal

(1)

Information is based on the underwritten rent roll dated August 1, 2018.

Cash Flow Analysis
	2015⁽¹⁾	2016⁽¹⁾	2017⁽¹⁾	UW	UW PSF
Base Rent	N/A	N/A	N/A	$4,255,000⁽²⁾	$18.50
Total Recoveries	N/A	N/A	N/A	$1,321,680	$5.75
Other Income	N/A	N/A	N/A	$0	$0.00
Less Vacancy & Credit Loss	N/A	N/A	N/A	($278,834)	($1.21)
Effective Gross Income	N/A	N/A	N/A	$5,297,846	$23.03
Total Expenses	N/A	N/A	N/A	$1,321,680	$5.75
Net Operating Income	N/A	N/A	N/A	$3,976,166	$17.29
Capital Expenditures	N/A	N/A	N/A	$46,000	$0.20
TI/LC	N/A	N/A	N/A	$0	$0.00
Net Cash Flow	N/A	N/A	N/A	$3,930,166	$17.09

Occupancy %	N/A	N/A	N/A	95.0%⁽³⁾
NOI DSCR⁽⁴⁾	N/A	N/A	N/A	1.82x
NCF DSCR⁽⁴⁾	N/A	N/A	N/A	1.80x
NOI Debt Yield⁽⁴⁾	N/A	N/A	N/A	9.5%
NCF Debt Yield⁽⁴⁾	N/A	N/A	N/A	9.4%

(1)

The borrower sponsors acquired the Somerset Financial Center Property in April 2018; as such, historical operating performance is not available.

(2)

UW Base Rent is based on the underwritten rent roll and includes rent steps through March 31, 2019 totaling $115,000.

(3)

UW Occupancy % is based on underwritten economic occupancy of 5.0%. As of August 1, 2018, the Somerset Financial Center Property was 100.0% leased, including the master lease.

(4)

Debt service coverage ratios and debt yields are based on the Somerset Financial Center Whole Loan.

Escrows and Reserves. The Somerset Financial Center Borrower deposited at origination (i) $124,096 upfront in escrow for annual real estate taxes; (ii) $19,081 upfront for insurance annual premiums, (iii) $2,500,000 upfront for tenant improvement and leasing commissions, and (iv) $30,475 for an immediate repairs reserve. The Somerset Financial Center Borrower is required to escrow monthly 1/12 of the annual estimated tax payments, 1/12 of the annual estimated insurance premiums, and replacement reserves of $3,833, subject to a cap of $230,000.

To the extent the master lease has terminated and the entirety of the master leased premises is not leased to Mallinckrodt, the borrower may be required to deposit with the lender on each payment date commencing on January 6, 2022, an amount equal to the cash collateral fixed deposit (which amount may be reduced by the adjustment factor, as set forth in the loan documents) into the Cash Collateral Funds, which will be held as additional security for the Somerset Financial Center Loan. In the event that the borrower has entered into one or more qualified replacement leases for all or a portion of the master leased premises, and pursuant to certain conditions set forth in the loan documents, the borrower may not be required to make the monthly cash collateral fixed deposit.

Lockbox and Cash Management. A hard lockbox is in place with respect to the Somerset Financial Center Whole Loan. The Somerset Financial Center Whole Loan has springing cash management during the continuance of a Cash Management Trigger Event (as defined below). During the continuance of a Cash Management Trigger Event, funds in the lockbox account are required to be swept to the cash management account on each business day, to be applied on each monthly payment date to fund the required reserves deposits, to pay debt service on the Somerset Financial Center Whole Loan, and to pay operating and extraordinary expenses. During the continuance of a Cash Sweep Event (as described below), excess cash flow is required to be swept into an excess cash flow account.

A “Cash Management Trigger Event” will occur upon (i) an event of default, (ii) any bankruptcy action involving the Somerset Financial Center Borrower, the guarantor, or the property manager, (iii) the debt service coverage ratio based on the trailing 12-month period falling below 1.15x, or (iv) a Critical Tenant Trigger Event (as defined below). A Cash Management Trigger Event will continue until, in regard to clause (i) above, when such event of default

110

1405 and 1425 U.S. Route 206

Bedminster, NJ 07921

Collateral Asset Summary – Loan No. 10

Somerset Financial Center

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$18,000,000

64.6%

1.80x

9.5%

has been cured or waived, in regard to clause (ii) above, when such bankruptcy petition has been discharged, stayed or dismissed within 60 days of such filing, among other conditions, for the Somerset Financial Center Borrower or the guarantor, or within 120 days for the property manager, and the lender’s determination that such filing does not materially affect the monetary obligations of the Somerset Financial Center Borrower or the guarantor, in regard to clause (iii) above, the debt service coverage ratio based on the trailing 12-month period is greater than 1.20x for two consecutive quarters, or in regard to clause (iv) above, the date a Critical Tenant Trigger Event cure has occurred.

A “Cash Sweep Event” will occur upon (i) an event of default, (ii) any bankruptcy action involving the Somerset Financial Center Borrower, the guarantor, or the property manager, (iii) the debt service coverage ratio based on the trailing 12-month period falling below 1.10x, or (iv) a Critical Tenant Trigger Event. A Cash Sweep Event will continue until, in regard to clause (i) above, when such event of default has been cured or waived, in regard to clause (ii) above, when such bankruptcy petition has been discharged, stayed or dismissed within 60 days of such filing, among other conditions, for the Somerset Financial Borrower or the guarantor, or within 120 days for the property manager, and the lender’s determination that such filing does not materially affect the monetary obligations of the Somerset Financial Center Borrower or the guarantor, in regard to clause (iii) above, the debt service coverage ratio based on the trailing 12-month period is greater than 1.15x for two consecutive quarters, or in regard to clause (iv) above, the date a Critical Tenant Trigger Event cure has occurred.

A “Critical Tenant Trigger Event” will occur (i) when the related Critical Tenant (as defined below) gives notice of its intention to not extend or renew its lease, (ii) on or prior to twelve months prior to the expiration date the related Critical Tenant fails to give notice of its election to renew its lease, (iii) on or prior to the date on which the related Critical Tenant is required under its lease to notify the Somerset Financial Center Borrower of its election to renew its lease, the Critical Tenant fails to give such notice, (iv) if an event of default under the Critical Tenant lease exists, (v) if a bankruptcy action of the Critical Tenant occurs, (vi) if the Critical Tenant discontinues its normal business operations, (vii) Mallinckrodt International Finance SA’s Moody’s long term corporate family rating drops to “B2” or below, (viii) Mallinckrodt PLC’s S&P corporate credit rating drops to “B-” or below, (ix) (a) Mallinckrodt International Finance SA’s Moody’s long term corporate family rating drops to “B1” and (b) Mallinckrodt PLC’s S&P corporate credit rating drops to “B”, or (x) (a) Mallinckrodt International Finance SA ceases to be rated by Moody’s, or (b) Mallinckrodt PLC ceases to be rated by S&P.

A “Critical Tenant” means Mallinckrodt and any other tenant occupying the critical tenant space presently leased to Mallinckrodt.

Additional Secured Indebtedness (not including trade debts). Not permitted

Mezzanine Loan and Preferred Equity. Not applicable.

Release of Property. Not permitted.

Terrorism Insurance. The Somerset Financial Center Borrower is required to obtain and maintain property insurance, commercial general liability insurance, and business income or rental loss insurance that covers perils of terrorism and acts of terrorism, both foreign and domestic.

111

28411 Northwestern Highway

Southfield, MI 48034

Collateral Asset Summary – Loan No. 11

One Northwestern Plaza

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$17,850,000

64.7%

1.42x

11.2%

Mortgage Loan Information					Property Information
Mortgage Loan Seller:		Ladder Capital Finance LLC			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/KBRA/Moody’s):		NR/NR/NR			Location:	Southfield, MI 48034
					General Property Type:	Office
Original Balance:		$17,850,000			Detailed Property Type:	Suburban
Cut-off Date Balance:		$17,850,000			Title Vesting:	Fee/Leasehold
% of Initial Pool Balance:		2.2%			Year Built/Renovated:	1989/2017
Loan Purpose:		Refinance			Size:	238,373 SF
Borrower Sponsors:		Gabriel Schuchman; Michael Schuchman			Cut-off Date Balance per SF:	$75
Mortgage Rate⁽¹⁾:		5.4000%			Maturity Date Balance per SF:	$67
Note Date:		7/13/2018			Property Manager:	Shiawatha, Inc. (borrower-related)
First Payment Date:		9/6/2018
Anticipated Repayment Date⁽¹⁾:		8/6/2028
Maturity Date⁽¹⁾:		8/6/2033
Original Term to ARD⁽¹⁾:		120 months
Original Amortization Term:		360 months
IO Period:		36 months
Seasoning:		0 months			Underwriting and Financial Information
Prepayment Provisions:		YM (24); DEF/YM (89); O (7)			UW NOI⁽⁴⁾:	$2,005,116
Lockbox/Cash Mgmt Status:		Hard/In Place			UW NOI Debt Yield:	11.2%
Additional Debt Type:		N/A			UW NOI Debt Yield at Maturity:	12.6%
Additional Debt Balance:		N/A			UW NCF DSCR:	1.75x (IO)	1.42x (P&I)
Future Debt Permitted (Type)⁽²⁾:		Yes (Mezzanine)			Most Recent NOI⁽⁴⁾:	$1,264,851 (TTM 4/30/2018)
Reserves					2nd Most Recent NOI⁽⁴⁾:	$1,259,530 (12/31/2017)
Type	Initial		Monthly	Cap	3rd Most Recent NOI⁽⁴⁾:	$913,681 (12/31/2016)
RE Tax:	$106,027		$53,013	N/A	Most Recent Occupancy⁽⁵⁾:	85.0% (4/30/2018)
Insurance:	$30,875		$4,411	N/A	2nd Most Recent Occupancy⁽⁵⁾:	86.9% (12/31/2017)
Replacements:	$0		$5,000	N/A	3rd Most Recent Occupancy⁽⁵⁾:	70.8% (12/31/2016)
TI/LC:	$0		$19,865	N/A	Appraised Value (as of):	$27,600,000 (6/25/2018)
Ground Rent Reserve:	$0		$15,914	N/A	Cut-off Date LTV Ratio:	64.7%
Outstanding TI/ Free Rent⁽³⁾:	$906,726		$0	N/A	Maturity Date LTV Ratio:	57.7%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount:	$17,850,000	100.0%	Loan Payoff:	$11,419,367	64.0%
			Reserves:	$1,043,629	5.8%
			Closing Costs:	$697,398	3.9%
			Return of Equity:	$4,689,606	26.3%
Total Sources:	$17,850,000	100.0%	Total Uses:	$17,850,000	100.0%

(1)

The One Northwestern Plaza Mortgage Loan (as defined below) has an anticipated repayment date (“ARD”) of August 6, 2028 and a stated maturity date of August 6, 2033. Prior to the ARD, the One Northwestern Plaza Mortgage Loan accrues at a fixed rate equal to 5.4000% (the “Initial Interest Rate”) per annum. In the event that the One Northwestern Plaza Mortgage Loan is not repaid in full by the ARD then, from and after the ARD, the One Northwestern Plaza Mortgage Loan will accrue interest at a per annum rate equal to the sum of 5.4000% plus 2.0000% assuming a securitization occurs before the ARD; provided that interest accrued after the ARD will continue to be currently payable at the Initial Interest Rate with payment of the excess interest to be deferred until the outstanding principal balance of the One Northwestern Plaza Mortgage Loan is paid in full. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—ARD Loans” in the Preliminary Prospectus.

(2)

Mezzanine debt is permitted if, among other conditions, (a) no event of default has occurred, (b), the combined loan-to-value ratio is not greater than 85.0%, and (c) the combined debt service coverage ratio is at least equal to 1.15x.

(3)

At origination, as part of the outstanding tenant improvements and free rent reserve, the One Northwestern Plaza Borrower (as defined below) escrowed (i) $11,718 for Foster Swift’s (as defined below) free rent period, (ii) $127,110 for outstanding TI’s owed to Michigan Financial, (iii) $150,000 for outstanding TI’s owed to MRPR Group, (iv) $85,898 for MRPR Group’s free rent period, (v) $187,656 for outstanding TI’s owed to Mutual of America, (vi) $169,741 for outstanding TI/LC’s owed to DMC PHI / VHS Physicians, (vii) $143,887 for outstanding TI’s owed to Liberty Mutual, and (viii) $30,716 for Principal Life Insurance’s free rent period.

(4)

See “Operating History and Underwritten Net Cash Flow” below.

(5)

The One Northwestern Plaza Property (as defined below) lost its major tenant, Towers Watson, upon its December 31, 2015 lease expiration, which lead to the drop in occupancy in 2015 from 91.6% to 70.8% in 2016. Since Towers Watson vacated, there has been 102,179 SF of new leasing (42.9% of net rentable area). Per the borrower, the One Northwestern Plaza Property had an average occupancy of approximately 92.2% from 2012 to 2015.

The Mortgage Loan. The eleventh largest mortgage loan (the “One Northwestern Plaza Mortgage Loan”) is secured by a first priority mortgage encumbering the related borrower’s fee and leasehold interests in a property improved by a thirteen-story 238,373 SF Class A suburban office building located in Southfield, Michigan (the “One Northwestern Plaza Property”), approximately 13.3 miles northwest of Detroit’s central business district. The proceeds of the One Northwestern Plaza Mortgage Loan were used to refinance approximately $11.4 million of existing debt, fund reserves, pay closing costs and return equity to the One Northwestern Plaza Borrower.

112

28411 Northwestern Highway

Southfield, MI 48034

Collateral Asset Summary – Loan No. 11

One Northwestern Plaza

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$17,850,000

64.7%

1.42x

11.2%

The Borrower and the Borrower Sponsor. The borrower is ONP Owner LLC, (the “One Northwestern Plaza Borrower”), a single purpose Delaware limited liability company, which is wholly owned and controlled by a joint venture between a subsidiary of Ladder Capital Finance Holdings LLLP (“LCFH”), an affiliate of Ladder Capital Finance LLC (the originator and mortgage loan seller of the One Northwestern Plaza Mortgage Loan), and entities controlled by Gabriel Schuchman and Michael Schuchman, the borrower sponsors and non-recourse carveout guarantors. Both Gabriel Schuchman and Michael Schuchman are currently managing directors at Alrig USA where both borrower sponsors worked on development and redevelopment of 40 projects and have owned and re-positioned over 1.5 million SF of office space. A subsidiary of LCFH indirectly owns 90% of the equity in the One Northwestern Plaza Borrower. LCFH and its consolidated subsidiaries (“Ladder Capital Group”), which includes Ladder Capital Finance LLC, are collectively a commercial real estate investment company focused on the origination of first mortgage and mezzanine loans, equity investments in commercial real estate and investing in securities secured by commercial real estate. As of March 31, 2018, Ladder Capital Group owned approximately 8.9 million SF of real estate with a book value of $981 million on its balance sheet. See “Transaction Parties—The Sponsors and Mortgage Sellers—Ladder Capital Finance LLC” in the Preliminary Prospectus.

The Property. The One Northwestern Plaza Property, built in 1989 and renovated in 2017, consists of a 13-story 238,373 SF suburban office building located in Southfield, Michigan. The One Northwestern Plaza Property includes 32 office suites as well as a cafeteria and an on-site management office. There is a surface parking lot, which can accommodate 748 vehicles representing a parking ratio of 3.14 spaces per 1,000 square feet. A portion (approximately 4.56 acres) of the One Northwestern Plaza Property is encumbered by a ground lease. See “Ground Lease” section below. The One Northwestern Plaza Property is currently 85.0% leased to 28 tenants.

Major Tenants.

Village Green (31,529 SF, 13.2% of NRA, 15.2% of underwritten base rent). Village Green manages over 40,000 apartments throughout seventeen states. Village Green was originally founded in 1919 to build single-family homes and expanded into apartment and condominium buildings in the 1950s. In 2011, Compatriot Capital acquired a 50% ownership stake in Village Green. Compatriot Capital is the real estate investment arm of Sammons Enterprises, Inc., a global holding company with assets in excess of $97 billion. Village Green is headquartered at the One Northwestern Plaza Property and houses 160 employees of Village Green’s 1,300 employees across the country.

Foster Swift Collins & Smith (“Foster Swift”) (23,381 SF, 9.8% of NRA, 11.3% of underwritten base rent). Foster Swift is a Michigan law firm founded in Lansing, MI. Foster Swift has seven offices across Michigan and employs a total staff of over 200, including over 100 attorneys.

America Group (13,100 SF, 5.5% of NRA, 7.1% of underwritten base rent). America Group is a financial services group founded in 1982. America Group is headquartered at the One Northwestern Plaza Property and has over 70 financial advisors serving the Mid-West. America Group focuses on pre-retiree and retiree clients in addition to small businesses with their financial decisions related to retirement, estate-planning, insurance, taxes, and investments.

The following table presents certain information relating to the leases at the One Northwestern Plaza Property:

Tenant Summary⁽¹⁾
Tenant Name	Credit Rating (Fitch/Moody’s/S&P)	Tenant SF	Approximate % of SF	Annual UW Base Rent	% of Total Annual UW Base Rent	Annual UW Base Rent PSF⁽²⁾	Lease Expiration
Village Green	NR/NR/NR	31,529	13.2%	$662,109	15.2%	$21.00	4/30/2028
Foster Swift⁽³⁾	NR/NR/NR	23,381	9.8%	$491,001	11.3%	$21.00	5/31/2027
America Group	NR/NR/NR	13,100	5.5%	$311,125	7.1%	$23.75	12/31/2021
John Hancock	NR/NR/NR	12,711	5.3%	$273,287	6.3%	$21.50	6/30/2023
Stifel	NR/NR/NR	11,130	4.7%	$267,120	6.1%	$24.00	8/31/2027⁽⁴⁾
Subtotal/Wtd. Avg.		91,851	38.5%	$2,004,642	46.0%	$21.82
Remaining Tenants⁽⁵⁾		110,671	46.5%	$2,352,074	54.0%	$21.25
Vacant Space		35,851	15.0%	$0	0.0%	$0.00
Total/Wtd. Avg.		238,373	100.0%	$4,356,716	100.0%	$21.51

(1)

Based on the underwritten rent roll dated April 30, 2018.

(2)

Wtd. Avg. Annual UW Base rent PSF excludes vacant space.

(3)

Foster Swift has outstanding free rent on its expansion space (approximately 3,348 SF) totaling $11,718 and commences rental payments in October 2018.

(4)

Stifel may terminate its lease any time after the 84th month (August 2024) with 180 days’ written notice and payment of a termination fee equal to the then unamortized portion of costs to the landlord as part of the landlord’s work.

(5)

Includes 5,957 SF of space, which includes the management office, a cafeteria and a gym.

113

28411 Northwestern Highway

Southfield, MI 48034

Collateral Asset Summary – Loan No. 11

One Northwestern Plaza

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$17,850,000

64.7%

1.42x

11.2%

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

Lease Rollover Schedule⁽¹⁾⁽²⁾
Year	# of Leases Rolling	SF Rolling	Approx. % of Total SF Rolling	Approx. Cumulative % of SF Rolling	UW Base Rent PSF Rolling⁽³⁾	Total UW Base Rent Rolling	Approx. % of Total Base Rent Rolling	Approx. Cumulative % of Total Base Rent Rolling
MTM⁽⁴⁾	0	5,957	2.5%	2.5%	$0.00	$0	0.0%	0.0%
2018	2	2,168	0.9%	3.4%	$20.53	$44,506	1.0%	1.0%
2019	2	5,890	2.5%	5.9%	$13.79	$81,218	1.9%	2.9%
2020	3	10,059	4.2%	10.1%	$22.77	$229,007	5.3%	8.1%
2021	4	25,900	10.9%	21.0%	$23.43	$606,938	13.9%	22.1%
2022	5	22,772	9.6%	30.5%	$22.20	$505,595	11.6%	33.7%
2023	7	20,770	8.7%	39.2%	$24.54	$509,750	11.7%	45.4%
2024	1	5,342	2.2%	41.5%	$23.00	$122,866	2.8%	48.2%
2025	3	14,771	6.2%	47.7%	$21.50	$317,627	7.3%	55.5%
2026	1	9,674	4.1%	51.7%	$22.05	$213,312	4.9%	60.4%
2027	5	41,784	17.5%	69.3%	$22.42	$936,810	21.5%	81.9%
2028	3	37,435	15.7%	85.0%	$21.08	$789,088	18.1%	100.0%
2029 & Beyond	0	0	0.0%	85.0%	$0.00	$0	0.0%	100.0%
Vacant	0	35,851	15.0%	100.0%	$0.00	$0	0.0%	100.0%
Total/Wtd. Avg.	36	238,373	100.0%		$21.51	$4,356,716	100.0%

(1)

Based on the underwritten rent roll dated April 30, 2018.

(2)

Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease that are not considered in the lease rollover schedule.

(3)

Wtd. Avg. Annual UW Base rent PSF excludes vacant space.

(4)

MTM includes 5,957 SF of space, which includes the management office, a cafeteria and a gym.

The Market. The One Northwestern Plaza Property is 13.3 miles northwest of downtown Detroit, Michigan, in Michigan’s North Southfield submarket, northwest of Detroit River and Lake St. Clair. The One Northwestern Plaza Property is located 0.75 miles from “The Mixing Bowl”, an interchange that provides access to I-696, US 24, M-10, Lahser Road, and Franklin Road. M-10 provides the One Northwestern Plaza Property access to downtown Detroit. The One Northwestern Plaza Property is located in the Detroit metropolitan statistical area (“Detroit MSA”), home to major employers including Ford Motor Company, General Motors Corporation, University of Michigan and Chrysler Group, LLC, which employs 48,000, 37,713, 32,749, and 32,514 employees respectively. Total employment within the Detroit MSA increased 1.1% in 2017 with an unemployment rate of 4.4%, below the overall Michigan unemployment rate of 4.6%. According to the appraisal, Southfield, Michigan houses offices for over 100 Fortune 500 companies.

According to the appraisal, the estimated 2017 population within a one-, three-, and five-mile radius of the One Northwestern Plaza Property was 9,897, 59,368, and 203,767, respectively. The 2017 estimated average household income within a one-, three-, and five-mile radius of the One Northwestern Plaza Property was $40,075, $64,414, and $67,012, respectively. According to the appraisal, as of first quarter 2018, the North Southfield Submarket Class A office vacancy was 21.7%. The appraiser identified five comparable office properties in the immediate area that were considered directly competitive with the One Northwestern Plaza Property. These properties, which range from 93,189 SF to 423,360 SF, were constructed between 1983 and 1992, and had a weighted average occupancy of 85.2%, which is approximately the same occupancy as the One Northwestern Plaza Property. Asking rents for competitors range from $17.50 PSF to $23.47 PSF on a base-year stop basis.

Directly competitive properties to the One Northwestern Plaza Property identified by the appraiser are shown in the table below:

Directly Competitive Buildings
Property	Size (SF)	Year Built	Occupancy	Quoted Rent PSF	Lease Type
One Northwestern Plaza	238,373	1989	85.0%⁽¹⁾	$21.51	Base Year Stop
300 Galleria Office	350,000	1987	75.2%	$20.00	Base Year Stop
Oakland Towne Square Ph 1	423,360	1992	94.4%	$23.47	Base Year Stop
Brookfield 3	93,189	1989	94.9%	$21.86	Base Year Stop
Real Estate One	251,107	1986	76.4%	$17.50	Base Year Stop
Travelers Tower 2	360,000	1983	87.6%	$19.70	Base Year Stop
Total/Wtd. Avg.⁽²⁾	295,531		85.2%

Source: Appraisal unless noted otherwise

(1)

Based on the underwritten rent roll dated April 30, 2018.

(2)

Wtd. Avg. Size (SF) and Occupancy excludes the One Northwestern Plaza Property.

114

28411 Northwestern Highway

Southfield, MI 48034

Collateral Asset Summary – Loan No. 11

One Northwestern Plaza

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$17,850,000

64.7%

1.42x

11.2%

Cash Flow Analysis
	2015	2016	2017	4/30/2018 TTM	UW	UW PSF
Gross Potential Rent	$5,098,061	$3,139,914	$3,538,650	$3,563,295	$5,154,400	$21.59
Total Reimbursements	$157,223	$135,692	$191,206	$181,138	$209,293	$0.88
Other Income	$96,233	$82,597	$66,443	$51,833	$62,096	$0.26
Less Vacancy & Credit Loss	$0	$0	$0	$0	($833,536)	($3.46)
Effective Gross Income	$5,351,516	$3,358,202	$3,796,299	$3,796,266	$4,592,254	$19.26
Total Operating Expenses	$2,719,219	$2,444,522	$2,536,770	$2,531,415	$2,587,138	$10.85
Net Operating Income⁽¹⁾	$2,632,297	$913,681	$1,259,530	$1,264,851	$2,005,116⁽¹⁾	$8.41
Capital Expenditures	$0	$0	$0	$0	$60,000	$0.25
TI/LC	$0	$0	$0	$0	$238,373	$1.00
Net Cash Flow	$2,632,297	$913,681	$1,259,530	$1,264,851	$1,706,743	$7.16

Occupancy %⁽¹⁾	91.6%	70.8%	86.9%	85.0%	84.5%⁽²⁾
NOI DSCR (P&I)	2.19x	0.76x	1.05x	1.05x	1.67x
NCF DSCR (P&I)	2.19x	0.76x	1.05x	1.05x	1.42x
NOI Debt Yield	14.7%	5.1%	7.1%	7.1%	11.2%
NCF Debt Yield	14.7%	5.1%	7.1%	7.1%	9.6%

(1)

The One Northwestern Plaza Property lost its major tenant, Towers Watson, upon its December 31, 2015 lease expiration which lead to the drop in occupancy in 2015 from 91.6% to 70.8% in 2016. Since Towers Watson vacated, there has been 102,179 SF of new leasing (42.9% of net rentable area), increasing occupancy to its current level of 85.0% as of April 30, 2018, which accounts for the increase in Net Operating Income from 4/30/2018 TTM to UW. Per the borrower, the One Northwestern Plaza Property had an average occupancy of approximately 92.2% from 2012 to 2015.

(2)

UW Occupancy % based on the underwritten economic vacancy of 15.5%. As of the rent roll dated April 30, 2018, the One Northwestern Plaza Property was 85.0% physically occupied.

Ground Lease. A portion (4.56 acres) of the One Northwestern Plaza Property is subject to a ground lease, which includes the building located on the One Northwestern Plaza Property and the western parking lot, and a fee interest in the remaining acreage that includes the eastern parking lot. The fee interest in the leasehold portion of the One Northwestern Plaza Property is owned by the Satfield Company. The ground lease carries a 100-year term, expiring on June 30, 2089 (approximately 71 years remaining). The ground lease has current rent of $190,967 per year until July 1, 2019 when the ground lease payment next increases. The annual ground rent is subject to an 8.5% increase every five years (which would result in an annual ground rent of approximately $204,837 in 2019) with a further adjustment in such increase so that the increase is equal to the increase in Consumer Price Index (“CPI”) calculated as outlined in the original lease (with CPI capped at a 15% increase every 5 years). The CPI calculation is based on All Urban Consumers (CPI-U). The CPI percentage increase is calculated by determining the difference between the index as of the last month preceding the last increase in ground rent, and the index as of the last month of the lease year for which the ground rent is being determined, and dividing such difference by the base index.

115

434 Chestnut Street

Chattanooga, TN 37402

Collateral Asset Summary – Loan No. 12

Holiday Inn & Suites - Chattanooga

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$17,800,000

67.7%

1.54x

12.9%

Mortgage Loan Information					Property Information
Mortgage Loan Seller:		UBS AG			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/KBRA/Moody’s):		NR/NR/NR			Location:	Chattanooga, TN 37402
					General Property Type:	Hospitality
Original Balance:		$17,800,000			Detailed Property Type:	Full Service
Cut-off Date Balance:		$17,800,000			Title Vesting:	Fee Simple/Leasehold
% of Initial Pool Balance:		2.2%			Year Built/Renovated:	2015/N/A
Loan Purpose:		Refinance			Size:	139 Rooms
Borrower Sponsors:		Chandrakant Amin; Bhupendra Bhagat			Cut-off Date Balance per Room:	$128,058
Mortgage Rate:		5.6220%			Maturity Date Balance per Room:	$97,904
Note Date:		7/18/2018			Property Manager:	Dynamic Group, LLC (borrower-related)
First Payment Date:		9/6/2018
Maturity Date:		8/6/2028
Original Term:		120 months
Original Amortization Term:		300 months
IO Period:		0 months			Underwriting and Financial Information
Seasoning:		0 months			UW NOI:	$2,290,792
Prepayment Provisions:		LO (24); DEF (92); O (4)			UW NOI Debt Yield:	12.9%
Lockbox/Cash Mgmt Status:		Hard/Springing			UW NOI Debt Yield at Maturity:	16.8%
Additional Debt Type:		N/A			UW NCF DSCR:	1.54x
Additional Debt Balance:		N/A			Most Recent NOI:	$2,231,782 (4/30/2018 TTM)
Future Debt Permitted (Type):		No (N/A)			2nd Most Recent NOI:	$2,222,354 (12/31/2017)
Reserves					3rd Most Recent NOI⁽¹⁾:	$1,522,701 (12/31/2016)
Type	Initial		Monthly	Cap	Most Recent Occupancy:	73.8% (4/30/2018 TTM)
RE Tax:	$185,711		$24,436	N/A	2nd Most Recent Occupancy:	72.9% (12/31/2017)
Insurance:	$32,932		$3,107	N/A	3rd Most Recent Occupancy⁽¹⁾:	63.4% (12/31/2016)
Replacements:	$0		$20,418	N/A	Appraised Value (as of):	$26,300,000 (4/19/2018)
PIP Reserve⁽²⁾:	$0		Springing	N/A	Cut-off Date LTV Ratio:	67.7%
Seasonality⁽³⁾:	$280,000		Springing	N/A	Maturity Date LTV Ratio:	51.7%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount:	$17,800,000	100.0%	Loan Payoff:	$14,587,410	82.0%
			Reserves:	$498,644	2.8%
			Closing Costs:	$176,953	1.0%
			Return of Equity:	$2,536,994	14.3%
Total Sources:	$17,800,000	100.0%	Total Uses:	$17,800,000	100.0%

(1)

The Holiday Inn & Suites - Chattanooga Property (as defined below) opened in December 2015. As such, the Holiday Inn & Suites - Chattanooga Property was ramping up in 2016.

(2)

The Holiday Inn & Suites - Chattanooga Borrower (as defined below) is required to deposit into a future property improvement plan (“PIP”) reserve account, (a) in the event the franchisor requires a PIP under the franchise agreement at any time during the term of the Holiday Inn & Suites - Chattanooga Mortgage Loan (as defined below), in an amount equal to 125% of the estimated cost to perform such work and (b) during a PIP trigger event, excess cash flow is to be held by the lender as additional security for the Holiday Inn & Suites - Chattanooga Mortgage Loan.

(3)

On each monthly payment date occurring in June, July, August, September, and October commencing with and including the calendar year of 2019 and each subsequent calendar year during the term of the Holiday Inn & Suites - Chattanooga Mortgage Loan, the Holiday Inn & Suites - Chattanooga Borrower is required to deposit an amount equal to (a) the aggregate amount of monthly net cash flow shortfalls during the 12 month period commencing on March 1 of the preceding year and continuing through and including February 28 of the calendar year in which such determination is made (the “Seasonality T 12 Shortfall Amount”) less (b) the funds on deposit in the seasonality account as of the date of the Seasonality T-12 Shortfall Amount as determined by the lender divided by (c) four; provided that the amount will never be less than $0. See “Risk Factors—Risks Relating to the Mortgage Loans—Hotel Properties Have Special Risks” in the Preliminary Prospectus.

The Mortgage Loan. The twelfth largest mortgage loan (the “Holiday Inn & Suites - Chattanooga Mortgage Loan”) is evidenced by a promissory note with an original principal balance of $17,800,000, which is secured by a first priority fee and leasehold mortgage (with the Holiday Inn & Suites - Chattanooga Borrower (as defined below) granting its leasehold interest in the Holiday Inn & Suites - Chattanooga Property and each of the two affiliate tenant-in-common fee owners granting their respective interest in the fee) encumbering a 139-room full service hospitality property located in Chattanooga, Tennessee (the “Holiday Inn & Suites - Chattanooga Property”). The proceeds of the Holiday Inn & Suites - Chattanooga Mortgage Loan were used to refinance approximately $14.6 million of existing debt, fund reserves, pay closing costs, and return approximately $2.5 million to the borrower sponsors.

The Borrower and the Borrower Sponsors. The borrower is Dynamic Chattanooga LLC (the “Holiday Inn & Suites - Chattanooga Borrower”), a Delaware limited liability company structured to be bankruptcy remote with one independent director. The Holiday Inn & Suites - Chattanooga Borrower is wholly owned by Eco Properties, LLC, which is wholly owned by Chandrakant Amin (28%) and Bhupendra Bhagat (25%), collectively, the borrower sponsors and non-recourse carveout guarantors, as well as Roshan Amin (15%) and five other individuals (collectively 32%). The Holiday Inn & Suites - Chattanooga Borrower owns the Holiday Inn & Suites - Chattanooga Property subject to a ground lease that commenced in March 2014 and has a 50-year term with two, 50-year renewal options. The ground lessor is a partnership between Eco Properties, LLC (40%) and Lookout HI, LLC (60%), which own the fee interest in the Holiday Inn & Suites - Chattanooga Property as tenants-in-common.

116

434 Chestnut Street

Chattanooga, TN 37402

Collateral Asset Summary – Loan No. 12

Holiday Inn & Suites - Chattanooga

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$17,800,000

67.7%

1.54x

12.9%

The Property. The Holiday Inn & Suites - Chattanooga Property consists of a seven-story, 139-room full service hotel situated on a 0.58-acre site located in downtown Chattanooga, in the northeast quadrant of the intersection formed by Chestnut Street and West 5th Street. Constructed in 2015, the Holiday Inn & Suites - Chattanooga Property’s guestroom configuration consists of 56 king rooms, 56 queen/queen rooms, 19 one-bedroom suites, and eight, one-bedroom corner suites. Each guestroom features a 42” HDTV, complimentary Wi-Fi, black-out shades, a microwave, a mini refrigerator, coffee maker, a work desk with ergonomic chair, and an alarm clock with iPod docking station. Each suite includes a sleeper sofa, two 40” flat panel TVs, a wet bar, and a separate living area.

The Holiday Inn & Suites - Chattanooga Property features a 180-seat restaurant and bar, 1,066 SF of meeting and banquet space, room service, a heated indoor swimming pool, 24-hour fitness center, business center, outdoor patio and fire pit, market pantry, gift shop, dry cleaning, guest laundry area, valet parking, and high-speed internet access. The Holiday Inn & Suites - Chattanooga Property also features a modern, urban design with all-glass paneling along the southwest corner of the building, as well as a three-level parking garage with 126 parking spaces.

The Holiday Inn & Suites - Chattanooga Property is currently subject to franchise agreement with Holiday Hospitality Franchising, LLC, an affiliate of InterContinental Hotels Group (“IHG”), and is operating under the Holiday Inn & Suites brand. The franchise agreement has an expiration date in 2035 with no extension options. IHG is a leading global hospitality group, with 5,348 hotels and 798,075 guestrooms worldwide as of the end of the 2017 fiscal year. IHG brands include InterContinental Hotels & Resorts, Crowne Plaza Hotels & Resorts, Hotel Indigo, Holiday Inn, Holiday Inn Express, Staybridge Suites, and Candlewood Suites. According to the appraisal, as of year-end 2017, there were 773 Holiday Inn properties in the Americas. In 2017, Holiday Inn hotels in the Americas operated at an average occupancy level of 66.6%, with an average daily rate of $112.61 and an average RevPAR of $75.25.

According to an industry report as of April 2018, the Holiday Inn & Suites - Chattanooga Property outperformed its competitive set in occupancy with a penetration factor of 104.8%, and trailed the competition slightly in ADR and RevPAR with a penetration factor of 94.4% and 98.9%, respectively. In addition, the Holiday Inn & Suites - Chattanooga Property has consistently achieved RevPAR growth year-over-year since its opening in December 2015 with RevPAR penetration rates of 82.7% for 2016, 92.5% for 2017, and 98.9% for 4/30/2018 TTM.

A summary of the Holiday Inn & Suites - Chattanooga Property historical performance is provided below:

Holiday Inn & Suites - Chattanooga Property Historical Occupancy, ADR, RevPAR⁽¹⁾
Year	Holiday Inn & Suites - Chattanooga Property			Competitive Set⁽²⁾			Penetration Factor
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
2016⁽³⁾	63.5%	$124.67	$79.10	72.3%	$132.26	$95.64	87.7%	94.3%	82.7%
2017	73.0%	$129.58	$94.61	74.5%	$137.31	$102.23	98.1%	94.4%	92.5%
4/30/2018 TTM	73.9%	$130.69	$96.54	70.5%	$138.45	$97.62	104.8%	94.4%	98.9%

Source: Industry Report

(1)

The variances between the underwriting, the industry report and the appraisal with respect to Occupancy, ADR and RevPAR at the Holiday Inn & Suites - Chattanooga Property are attributable to variances in reporting methodologies and/or timing differences.

(2)

The Competitive Set includes Marriott Chattanooga Downtown, Doubletree Hotel Chattanooga, The Read House Hotel Historic Inn & Suites, Courtyard Chattanooga Downtown, Hilton Garden Inn Chattanooga Downtown, Holiday Inn Express & Suites Chattanooga Downtown and Hampton Inn Suites Chattanooga Downtown.

(3)

The Holiday Inn & Suites - Chattanooga Property opened in December 2015. As such, the Holiday Inn & Suites - Chattanooga Property was ramping up in 2016.

The Market. The Holiday Inn & Suites - Chattanooga Property is located in downtown Chattanooga, Hamilton County, Tennessee, equidistant from Atlanta and Knoxville, and according to the appraisal, its proximity to Nashville makes it a prime location for business and leisure. The Chattanooga economy is anchored by the manufacturing and automotive industries and the healthcare and insurance sectors. The neighborhood surrounding the Holiday Inn & Suites - Chattanooga Property contains high-rise office buildings, government/civic buildings, restaurants, retail shops, hotels, recreational facilities, and parking lots and structures. Businesses and entities in the area include the Chattanooga Convention Center, City Hall, the County Courthouse, Miller Park & Plaza, Tennessee Valley Authority, one of the city’s largest employers and is the nation’s largest public power company, Unum, Regions, BB&T, and Skuid, Inc.

The Chattanooga Convention Center, approximately 0.6 miles south of the Holiday Inn & Suites - Chattanooga Property, boasts a total of 312,000 SF, including 100,000 SF of clear-span exhibit space, 21 meeting rooms, and 19,000 SF of ballroom space (across six separate spaces). It is adjoined by a full service, 343-room Marriott hotel. According to the appraisal, the Chattanooga Convention Center was voted as one of the “Top Ten Green Convention Centers” and was the first in the country to introduce a farm-to-table food-and-beverage program.

According to the appraisal, Volkswagen Group of America (“Volkswagen”) is a major economic anchor in Chattanooga since the development of its $1 billion plant and North American headquarters in 2010. The facility began production in April 2011, marking Volkswagen’s return to production in the United States. In 2016, the Volkswagen plant underwent a $900 million expansion for production of its Atlas vehicle line, which created 1,800 new jobs. In March 2018, Volkswagen announced plans for a third expansion of its plant to produce a new SUV line. Following a planned $340 million investment, production is expected to begin during the last quarter of 2019. Volkswagen’s presence has also spurred several of its suppliers to open facilities in Chattanooga, employing over 9,500 people in total.

According to the appraisal, in 2010, Chattanooga became the first city in the Western Hemisphere to implement the one-gigabit-per-second fiber-optic internet service at 200 times the national average. The 100% fiber-optic communications Smart Grid was developed by the municipally owned Electric Power Board of Chattanooga. According to the appraisal, as a result, Chattanooga has attracted many tech start-up companies to the area. The rise of technology in the city has led to the creation of the Innovation District, which overlays a portion of downtown’s City Center District. With six districts in total, downtown Chattanooga has undergone revitalization efforts in recent years. The Chattanooga riverfront area and attractions such as the Chattanooga Choo Choo have been revamped, boosting tourism to the area.

According to an industry report, as of April 2018 the Holiday Inn & Suites - Chattanooga Property is located in the Chattanooga, TN-GA hospitality market, which consists of 121 hotel properties with a total of 10,766 rooms. The overall market has shown steady growth in occupancy, ADR and RevPAR over the trailing 12-month period, reporting 1.8%, 2.2% and 6.2% growth, respectively. According to an industry report as of April 2018, the Holiday Inn & Suites - Chattanooga Property is located in the Chattanooga, TN hospitality submarket, which consists of 39 hotel properties with a total of 4,418 rooms.

117

434 Chestnut Street

Chattanooga, TN 37402

Collateral Asset Summary – Loan No. 12

Holiday Inn & Suites - Chattanooga

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$17,800,000

67.7%

1.54x

12.9%

The overall submarket has shown steady growth in occupancy, ADR and RevPAR over the trailing 12-month period reporting 4.8%, 4.0% and 9.3% growth, respectively.

A summary of demand segmentation and recent performance of the Holiday Inn & Suites - Chattanooga Property is below:

Holiday Inn & Suites - Chattanooga Property Summary
Property Name	# Rooms	Commercial Demand	Leisure Demand	Meeting & Group Demand	Est. 2017 Occupancy	Est. 2017 ADR	Est. 2017 RevPAR
Holiday Inn & Suites - Chattanooga	139	30%	55%	15%	72.8%	$130.06	$94.62
DoubleTree by Hilton Chattanooga Downtown	186	35%	40%	25%	80.0%-85.0%	$140.00-$150.00	$115.00-$120.00
Hilton Garden Inn Chattanooga Downtown	94	35%	45%	20%	80.0%-85.0%	$140.00-$150.00	$120.00-$125.00
Courtyard by Marriott Chattanooga Downtown	128	40%	35%	25%	80.0%-85.0%	$150.00-$160.00	$125.00-$130.00
Primary Competitive Set Subtotal/Wtd. Avg.⁽¹⁾	547	35%	43%	22%	79.4%	$143.84	$114.21
Hampton Inn & Suites Chattanooga Downtown	134	45%	40%	15%	80.0%-85.0%	$150.00-$160.00	$125.00-$130.00
SpringHill Suites Chattanooga Downtown Cameron Harbor	116	30%	55%	15%	80.0%-85.0%	$130.00-$140.00	$115.00-$120.00
Holiday Inn Express Chattanooga Downtown	92	30%	55%	15%	70.0%-75.0%	$120.00-$125.00	$85.00-$90.00
Residence Inn by Marriott Chattanooga Downtown	76	50%	40%	10%	80.0%-85.0%	$140.00-$150.00	$120.00-$125.00
Staybridge Suites Chattanooga	124	50%	40%	10%	65.0%-70.0%	$115.00-$120.00	$80.00-$85.00
Marriott Chattanooga Convention Center	343	40%	25%	35%	75.0%-80.0%	$125.00-$130.00	$95.00-$100.00
Secondary Competitive Set Subtotal/Wtd. Avg.	885	40%	38%	21%	78.6%	$133.46	$104.87
Total/Wtd. Avg.⁽¹⁾	1,432	38%	41%	22%	79.0%	$138.46	$109.34

Source: Appraisal

(1)

Includes the Holiday Inn & Suites - Chattanooga Property.

Cash Flow Analysis

	2015⁽¹⁾	2016⁽¹⁾	2017	4/30/2018 TTM	UW	UW per Room
Occupancy	N/A	63.4%	72.9%	73.8%	73.8%
ADR	N/A	$124.79	$129.85	$130.91	$130.91
RevPAR	N/A	$79.10	$94.62	$96.59	$96.59

Rooms Revenue	N/A	$4,024,232	$4,800,701	$4,900,430	$4,900,430	$35,255
Other Income⁽²⁾	N/A	$422,210	$351,486	$327,478	$329,876	$2,373
Total Revenue	N/A	$4,446,442	$5,152,186	$5,227,908	$5,230,306	$37,628
Total Expenses	N/A	$2,923,741	$2,929,832	$2,996,126	$2,939,513	$21,148
Net Operating Income	N/A	$1,522,701	$2,222,354	$2,231,782	$2,290,792	$16,481
FF&E	N/A	$0	$0	$0	$245,021	$1,763
Net Cash Flow	N/A	$1,522,701	$2,222,354	$2,231,782	$2,045,771	$14,718

NOI DSCR	N/A	1.15x	1.67x	1.68x	1.73x
NCF DSCR	N/A	1.15x	1.67x	1.68x	1.54x
NOI Debt Yield	N/A	8.6%	12.5%	12.5%	12.9%
NCF Debt Yield	N/A	8.6%	12.5%	12.5%	11.5%

(1)

The Holiday Inn & Suites - Chattanooga Property opened in December 2015. As such, 2015 financial information is unavailable. The Holiday Inn & Suites - Chattanooga Property was ramping up in 2016.

(2)

The Holiday Inn & Suites - Chattanooga Property’s restaurant, Rodizio Brazilian Steakhouse, is leased to a third party. The associated rental income is reflected in Other Income.

118

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119

5001-5093 South McCarran Boulevard
Reno, NV 89502

Collateral Asset Summary – Loan No. 13

Smithridge Plaza

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$17,420,000

65.0%

1.63x

8.9%

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		Natixis			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/KBRA/Moody’s):		NR/NR/NR			Location:	Reno, NV 89502
					General Property Type:	Retail
Original Balance:		$17,420,000			Detailed Property Type:	Anchored
Cut-off Date Balance:		$17,420,000			Title Vesting:	Fee
% of Initial Pool Balance:		2.2%			Year Built/Renovated:	1983, 1990/2016
Loan Purpose:		Acquisition			Size:	105,592 SF
Borrower Sponsors:		Wayne Cheng; The Cheng Family Trust u/t/d December 21, 2001			Cut-off Date Balance per SF:	$165
					Maturity Date Balance per SF:	$165
Mortgage Rate:		4.9510%			Property Manager:	Pacific Castle Management, Inc. (borrower-related)
Note Date:		5/18/2018
First Payment Date:		7/5/2018
Maturity Date:		6/5/2028
Original Term to Maturity		120 months
Original Amortization Term:		0 months
IO Period:		120 months
Seasoning:		2 months
Prepayment Provisions:		LO (26); DEF (90); O (4)			Underwriting and Financial Information
Lockbox/Cash Mgmt Status:		Springing/Springing			UW NOI:	$1,549,829
Additional Debt Type:		N/A			UW NOI Debt Yield:	8.9%
Additional Debt Balance:		N/A			UW NOI Debt Yield at Maturity:	8.9%
Future Debt Permitted (Type)⁽¹⁾:		Yes (Mezzanine)			UW NCF DSCR:	1.63x
Reserves					Most Recent NOI:	$1,753,095 (3/31/2018 TTM)
Type	Initial		Monthly	Cap	2nd Most Recent NOI:	$1,682,910 (12/31/2017)
RE Tax:	$46,436		$9,287	N/A	3rd Most Recent NOI:	$1,515,639 (12/31/2016)
Insurance:	$32,919		$2,743	N/A	Most Recent Occupancy:	85.6% (4/1/2018)
Replacements:	$0		$1,320	N/A	2nd Most Recent Occupancy:	90.4% (12/31/2017)
TI/LC:	$0		$8,800	$316,782	3rd Most Recent Occupancy:	87.2% (12/31/2016)
Deferred Maintenance:	$50,000		$0	N/A	Appraised Value (as of):	$26,800,000 (2/20/2018)
Outstanding TI/LC Reserve:	$236,016		$0	N/A	Cut-off Date LTV Ratio:	65.0%
Primary Tenant Reserve:	$0		Springing⁽²⁾	$1,213,200	Maturity Date LTV Ratio:	65.0%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount:	$17,420,000	62.8%	Purchase Price:	$26,800,000	96.7%
Borrower Equity:	$10,308,879	37.2%	Closing Costs:	$563,508	2.0%
			Reserves:	$365,371	1.3%
Total Sources:	$27,728,879	100.0%	Total Uses:	$27,728,879	100.0%

(1)

The Smithridge Plaza Mortgage Loan (as defined below) permits future mezzanine financing, provided that, among other things: (i) no event of default has occurred or is continuing, (ii) the loan-to-value ratio including the Smithridge Plaza Mortgage Loan and mezzanine debt is not greater than 80.0%, (iii) aggregate net cash flow debt service coverage ratio for the Smithridge Plaza Mortgage Loan and mezzanine debt is not less than 1.30x, and (iv) the execution of an intercreditor agreement

(2)

During the continuance of a primary tenant sweep period, all amounts remaining in the deposit account following a cash management period are required to be deposited into the primary tenant reserve subaccount.

The Mortgage Loan. The thirteenth largest mortgage loan (the “Smithridge Plaza Mortgage Loan”) is evidenced by a promissory note with an original principal balance of $17,420,000. The Smithridge Plaza Mortgage Loan is secured by a first priority fee deed of trust encumbering a 105,592 SF anchored retail property located in Reno, Nevada (the “Smithridge Plaza Property”). The proceeds of the Smithridge Plaza Mortgage Loan, along with approximately $10.3 million in borrower sponsors’ equity, were used to acquire the Smithridge Plaza Property, fund reserves, and pay closing costs.

The Borrower and the Borrower Sponsors. The borrower is Pacific Castle Smithridge, LLC (the “Smithridge Plaza Borrower”), a Delaware limited liability company and special purpose entity. Wayne Cheng and The Cheng Family Trust u/t/d December 21, 2001 collectively serve as the borrower sponsors. Mr. Cheng is the majority owner and manager of the Smithridge Plaza Borrower. Since 1992, Mr. Cheng has been the founder, principal shareholder, director and an executive officer of various affiliates of Smithridge Plaza Borrower, which have acquired numerous properties with a market value in excess of $500 million. Affiliates of the Smithridge Plaza Borrower currently own and/or manage a portfolio of premier shopping centers totaling approximately 2 million SF in the western United States.

120

5001-5093 South McCarran Boulevard
Reno, NV 89502

Collateral Asset Summary – Loan No. 13

Smithridge Plaza

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$17,420,000

65.0%

1.63x

8.9%

The Property. The Smithridge Plaza Property is a 105,592 SF anchored retail property, located in Reno, Nevada. The Smithridge Plaza Property was constructed in 1983 and 1990 and renovated in 2016. The Smithridge Plaza Property is currently 85.6% leased to local and national tenants and anchored by Stein Mart (35,086 SF, 33.2% of NRA, 20.5% of underwritten base rent) and Trader Joe’s Company (“Trader Joe’s”) (13,442 SF, 12.7% NRA, 21.7% of underwritten base rent). Both Stein Mart and Trader Joe’s have been in occupancy at the Smithridge Plaza Property for more than 20 years. Additionally, according to the Smithridge Plaza Borrower, Trader Joe’s generated in excess of $40.1 million ($2,982 PSF) in gross sales in 2017, which is 38.6% and 23.8% above the brand’s national average sales on a per store and PSF basis, respectively.

The Smithridge Plaza Property is situated one block east of I-580, at the intersection of McCarran Boulevard and South Virginia Street. The intersection services traffic of more than 16,000 vehicles per day and is directly accessible from three major roadways that service the Reno metropolitan statistical area (“MSA”). The Smithridge Plaza Property is located directly across from Simon’s Meadowood Mall (approximately 933,259 SF), Reno’s only indoor mall, which is anchored by Macy’s, JCPenney, Sears, and Dick’s Sporting Goods. The Smithridge Plaza Property also benefits from its proximity to surrounding retail outlets including such as Walmart, Home Depot, Ross, Bed Bath & Beyond, PetSmart, Best Buy, TJ Maxx, Sam’s Club, Lowe’s and Target, among others.

Major Tenants.

Stein Mart (35,086 SF, 33.2% of NRA, 20.5% of underwritten base rent). Stein Mart is an American discount men and women’s department store chain headquartered in Jacksonville, Florida. Founded in the early 1900s, Stein Mart offers the fashion merchandise, service and presentation of a better department or specialty store at prices comparable to off-price retail chains. Stein Mart’s merchandise features apparel, accessories, shoes and home decor, all offered at prices competitive with off-price retail chains. As of February 3, 2018, Stein Mart operated 293 stores in 31 states and an e-commerce retail-selling website. Stein Mart has offers stores in the Northeast, Midwest, Southeast, Texas and the Southwest, but are most fully concentrated in the Southeast and Texas where 191 stores are located. Stein Mart currently employs 10,200 people (5,400 full-time employees). According to Stein Mart’s fiscal 2017 annual report, as of February 3, 2018, Stein Mart’s total sales of approximately $1.3 billion in 2017 are a 3.1% decrease compared to 2016.

Trader Joe’s (13,442 SF, 12.7% NRA, 21.7% of underwritten base rent). Trader Joe’s is a wholly-owned subsidiary of Aldi, a German, privately-held company founded in 1913. Trader Joe’s features high quality imported and domestic foods and beverages at low prices. Trader Joe’s sells bakery products, beverages, cheese products, frozen products, groceries, produce and flowers, refrigerated products, snacks and sweets, supplements, and wines and beers. Currently, there are more than 464 Trader Joe’s stores in 41 states and Washington, DC. The average Trader Joe’s store sales nationwide is approximately $2,409 PSF. The Trader Joe’s location at the Smithridge Plaza Property is the only location in Reno with the nearest Trader Joe’s located in Carson City, Nevada, approximately 32 miles south.

The following table presents a summary regarding the largest tenants at the Smithridge Plaza Property:

Tenant Summary⁽¹⁾
Tenant Name	Credit Rating (Fitch/Moody’s/S&P)	Tenant SF	Approximate % of SF	Annual UW Base Rent	% of Total Annual UW Base Rent	Annual UW Base Rent PSF⁽²⁾	Lease Expiration
Stein Mart	NR/NR/NR	35,086	33.2%	$342,089	20.5%	$9.75	10/31/2027
Trader Joe’s	NR/NR/NR	13,442	12.7%	$362,531	21.7%	$26.97	10/31/2022
Plato’s Closet	NR/NR/NR	6,448	6.1%	$106,392	6.4%	$16.50	1/31/2024
Gordon’s Photo Services	NR/NR/NR	4,800	4.5%	$113,040	6.8%	$23.55	6/30/2019
Pet Station	NR/NR/NR	3,080	2.9%	$68,622	4.1%	$22.28	9/30/2021
Subtotal/Wtd. Avg.		62,856	59.5%	$992,674	59.5%	$15.79
Other Tenants		27,483	26.0%	$674,504	40.5%	$24.54
Vacant Space		15,253	14.4%	$0	0.0%	$0.00
Total/Wtd. Avg.		105,592	100.0%	$1,667,178	100.0%	$18.45

(1)

Information is based on the underwritten rent roll. Annual UW Base Rent PSF includes base rent and rent increases occurring through May 31, 2019.

(2)

Wtd. Avg. Annual UW Base Rent PSF excludes vacant space.

121

5001-5093 South McCarran Boulevard
Reno, NV 89502

Collateral Asset Summary – Loan No. 13

Smithridge Plaza

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$17,420,000

65.0%

1.63x

8.9%

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

Lease Rollover Schedule⁽¹⁾⁽²⁾
Year	# of Leases Rolling	SF Rolling	Approx. % of Total SF Rolling	Approx. Cumulative % of SF Rolling	UW Base Rent PSF Rolling⁽³⁾	Total UW Base Rent Rolling	Approx. % of Total Base Rent Rolling	Approx. Cumulative % of Total Base Rent Rolling
MTM	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2018	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2019	2	6,200	5.9%	5.9%	$23.12	$143,336	8.6%	8.6%
2020	4	5,600	5.3%	11.2%	$27.30	$152,881	9.2%	17.8%
2021	6	10,280	9.7%	20.9%	$23.09	$237,322	14.2%	32.0%
2022	5	20,630	19.5%	40.4%	$25.94	$535,129	32.1%	64.1%
2023	1	1,800	1.7%	42.2%	$29.92	$53,856	3.2%	67.3%
2024	2	9,243	8.8%	50.9%	$16.50	$152,510	9.1%	76.5%
2025	0	0	0.0%	50.9%	$0.00	$0	0.0%	76.5%
2026	0	0	0.0%	50.9%	$0.00	$0	0.0%	76.5%
2027	2	36,586	34.6%	85.6%	$10.72	$392,144	23.5%	100.0%
2028	0	0	0.0%	85.6%	$0.00	$0	0.0%	100.0%
2029 & Beyond	0	0	0.0%	85.6%	$0.00	$0	0.0%	100.0%
Vacant	0	15,253	14.4%	100.0%	$0.00	$0	0.0%	100.0%
Total/Wtd. Avg.	22	105,592	100.0%		$18.45	$1,667,178	100.0%

(1)

Information is based on the underwritten rent roll.

(2)

Certain tenants may have lease termination options that are exercisable prior to the stated expiration date of the subject lease or leases, which are not considered in the lease rollover schedule.

(3)

Wtd. Avg. UW Base Rent PSF Rolling excludes vacant space.

The Market. The Smithridge Plaza Property is located in Reno, Washoe County, Nevada. According to a third party report, the Smithridge Plaza Property is located within the Reno MSA, which is 6,565 square miles, and ranks 115 in population out of the nation’s 382 MSAs. The Reno MSA had an estimated 2017 population of 464,974, which represents an average annual increase of 1.3% over the 2010 census of 425,417. The Reno MSA added an average of 5,651 residents per year over the 2010-2017 period, but its annual growth rate lagged the state of Nevada rate of 1.5%.

According to a third party market research report, the Smithridge Plaza Property is located in the Meadowood retail submarket. Total inventory in the Meadowood retail submarket is comprised of 164 buildings totaling 4,367,400 SF. The quoted rental rate in the submarket during first half 2018 was $16.38 PSF, which represents a slight increase of 0.4% from year end 2017 when the quoted rental rate was $16.32 PSF. In addition, the Meadowood retail vacancy rate was 6.4% as of first half 2018. As of first quarter 2018, there are currently no buildings under construction.

According to a third party market research report, the 2018 estimated population within a one-, three- and five-mile radius of the Smithridge Plaza Property is 10,898, 73,173, and 175,175, respectively. The 2018 estimated average household income within the same radius is $54,407, $73,174, and $76,869, respectively.

The following table presents rent comparables for grocery retail space with respect to the Smithridge Plaza Property:

Grocery Retail Rent Comparables Summary
Property Name/Address	Tenant	Year Built	Size (SF)	Term (months)	Base Rent PSF	Adjusted Base Rent PSF	Expense Basis	Distance to Subject
Smithridge Plaza 5001-5093 South McCarran Boulevard, Reno, NV	Trader Joe’s	1983, 1990	13,442	60	$26.97	NAP	NNN	—
South Meadows Promenade 555 South Meadows Parkway, Reno, NV	Sprouts	2017	29,896	180	$18.50	$18.87	NNN	3.7 miles
Firecreek Crossing 4801-4875 Kietzke Lane, Reno, NV	Ulta	1996	14,041	120	$17.25	$20.11	NNN	1.1 miles
Redfield Promenade 4905 South Virginia Street, Reno, NV	Nordstrom’s Rack	1999	31,000	60	$24.00	$23.76	NNN	0.8 miles
Sparks Galleria 125 Disc Drive, Sparks, NV	Sprouts	2006	30,323	180	$14.04	$17.55	NNN	10.6 miles

Source: Appraisal

122

5001-5093 South McCarran Boulevard
Reno, NV 89502

Collateral Asset Summary – Loan No. 13

Smithridge Plaza

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$17,420,000

65.0%

1.63x

8.9%

The following table presents rent comparables for retail space less than 5,000 SF with respect to the Smithridge Plaza Property:

Retail Space (<5,000 SF) Rent Comparables Summary
Property Name/Address	Tenant	Year Built	Size (SF)	Term (months)	Base Rent PSF	Adjusted Base Rent PSF	Expense Basis	Distance to Subject
Smithridge Plaza 5001-5093 South McCarran Boulevard, Reno, NV	Gordon’s Photo Services	1983, 1990	4,800	60	$23.55	NAP	NNN	—
Pioneer Meadows West 2483 Wingfield Hills Road, Sparks, NV	NAP	2008	960	60	$30.00	$24.23	NNN	12.1 miles
Canyon Center 10580 North McCarran Boulevard, Reno, NV	NAP	1996	1,620	NAP	$21.00	$23.94	NNN	8.8 miles
Plumgate 550 West Plumb Lane, Reno, NV	The Rustic Wave, LLC	2002	1,220	60	$24.00	$24.48	NNN	3.8 miles
Sharon Square 6255 Sharlands Avenue, Reno, NV	Jalapenos	2004	1,320	60	$22.80	$25.08	NNN	9.9 miles

Source: Appraisal

Cash Flow Analysis
	2015⁽¹⁾	2016⁽¹⁾	2017	3/31/2018 TTM	UW⁽²⁾	UW PSF
Base Rent	$520,779	$1,547,578	$1,726,500	$1,776,793	$1,667,178	$15.79
Vacant Income	$0	$0	$0	$0	$335,894	$3.18
Total Recoveries	$128,240	$402,664	$428,835	$432,407	$355,317	$3.36
Other Income	$3,337	$8,913	$5,216	$5,216	$5,216	$0.05
Less Vacancy & Credit Loss	$0	$0	$0	$0	($335,894)	($3.18)
Effective Gross Income	$652,357	$1,959,154	$2,160,551	$2,214,416	$2,027,710	$19.20
Total Expenses	$302,295	$443,516	$477,641	$461,321	$477,881	$4.53
Net Operating Income	$350,061	$1,515,639	$1,682,910	$1,753,095	$1,549,829	$14.68
Capital Expenditures	$0	$0	$0	$0	$15,839	$0.15
TI/LC	$0	$0	$0	$0	$105,594	$1.00
Net Cash Flow	$350,061	$1,515,639	$1,682,910	$1,753,095	$1,428,396	$13.53

Occupancy %⁽³⁾	82.0%	87.2%	90.4%	90.4%	85.8%
NOI DSCR	0.40x	1.73x	1.92x	2.00x	1.77x
NCF DSCR	0.40x	1.73x	1.92x	2.00x	1.63x
NOI Debt Yield	2.0%	8.7%	9.7%	10.1%	8.9%
NCF Debt Yield	2.0%	8.7%	9.7%	10.1%	8.2%

(1)

The previous owner purchased the Smithridge Plaza Property in third quarter 2015. The Smithridge Plaza Property underwent a renovation between 2015 and 2016.

(2)

UW Base Rent is based on the underwritten rent roll dated April 1, 2018 and includes contractual rent steps through May 31, 2019 totaling $26,960.

(3)

UW Occupancy % is based on the underwritten economic vacancy of 14.2%. The Smithridge Plaza Property was 85.6% leased as of April 1, 2018.

123

Various
Miami, FL 33142

Collateral Asset Summary – Loan No. 14

Miami Airport Industrial Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$17,064,599

74.8%

1.68x

11.6%

Mortgage Loan Information					Property Information
Mortgage Loan Seller:		UBS AG			Single Asset/Portfolio:	Portfolio
Credit Assessment (Fitch/KBRA/Moody’s):		NR/NR/NR			Location:	Miami, FL 33142
					General Property Type:	Industrial
Original Balance:		$17,100,000			Detailed Property Type:	Warehouse
Cut-off Date Balance:		$17,064,599			Title Vesting:	Leasehold
% of Initial Pool Balance:		2.1%			Year Built/Renovated:	Various/Various
Loan Purpose:		Acquisition			Size:	211,852 SF
Borrower Sponsor:		SD US Holdings LLC			Cut-off Date Balance per SF:	$81
Mortgage Rate:		5.4350%			Maturity Date Balance per SF:	$67
Note Date:		6/8/2018			Property Manager:	Self-managed
First Payment Date:		7/6/2018
Maturity Date:		6/6/2028
Original Term to Maturity:		120 months
Original Amortization Term:		360 months
IO Period:		0 months
Seasoning:		2 months
Prepayment Provisions:		LO (26); DEF (90); O (4)			Underwriting and Financial Information
Lockbox/Cash Mgmt Status:		Hard/In Place			UW NOI⁽¹⁾:	$1,972,927
Additional Debt Type:		N/A			UW NOI Debt Yield:	11.6%
Additional Debt Balance:		N/A			UW NOI Debt Yield at Maturity:	13.8%
Future Debt Permitted (Type):		No (N/A)			UW NCF DSCR:	1.68x
Reserves					Most Recent NOI⁽¹⁾:	N/A
Type	Initial		Monthly	Cap	2nd Most Recent NOI⁽¹⁾:	N/A
RE Tax:	$140,004		$17,501	N/A	3rd Most Recent NOI⁽¹⁾:	N/A
Insurance:	$1,944		$1,215	N/A	Most Recent Occupancy⁽²⁾:	100.0% (8/1/2018)
TI/LC:	$600,000		Springing	$600,000	2nd Most Recent Occupancy⁽²⁾:	N/A
Replacements⁽³⁾:	$0		Springing	N/A	3rd Most Recent Occupancy⁽²⁾:	N/A
Deferred Maintenance:	$5,375		$0	N/A	Appraised Value (as of)⁽⁴⁾:	$22,800,000 (4/25/2018)
Ground Rent:	$50,000		$50,000	N/A	Cut-off Date LTV Ratio⁽⁴⁾:	74.8%
Sales Tax:	$15,776		$15,776	N/A	Maturity Date LTV Ratio⁽⁴⁾:	62.5%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount:	$17,100,000	70.2%	Purchase Price:	$22,750,000	93.4%
Borrower Equity:	$7,247,074	29.8%	Reserves:	$813,100	3.3%
			Closing Costs:	$783,974	3.2%
Total Sources:	$24,347,074	100.0%	Total Uses:	$24,347,074	100.0%

(1)

Historical financial statements are unavailable as the Miami Airport Industrial Portfolio Properties (as defined below) were acquired by the borrower sponsor in June 2018. UW NOI is based on the underwritten rent roll.

(2)

The sole tenant, Sky Chefs, Inc. (“Sky Chefs”) has been a tenant at the Miami Airport Industrial Portfolio Properties since 1993 and executed two new 12.5-year leases, which commenced in April 2017.

(3)

Under the in-place absolute triple net leases, Sky Chefs is responsible for maintaining the Miami Airport Industrial Portfolio Properties and all costs and expenses incurred.

(4)

The Miami Airport Industrial Portfolio Properties have an aggregate “go dark” value of $20,200,000, which represents a Cut-off Date LTV Ratio and Maturity Date LTV Ratio of 84.5% and 70.6%, respectively.

The Mortgage Loan. The fourteenth largest mortgage loan (the “Miami Airport Industrial Portfolio Mortgage Loan”) is evidenced by two promissory notes with an aggregate original principal balance of $17,100,000 and is secured by the leasehold interest in two industrial properties located in Miami, Florida (collectively, the “Miami Airport Industrial Portfolio Properties”). The Miami Airport Industrial Portfolio Properties are comprised of (i) a 145,172 SF industrial warehouse building and a 6,211 SF industrial maintenance and parking facility (collectively, the “3500 NW 24th Street Property”) and (ii) a 60,469 SF industrial warehouse building (the “3630 NW 25th Street Property”). The proceeds of the Miami Airport Industrial Portfolio Mortgage Loan, along with borrower sponsor equity of approximately $7.2 million, were used to acquire the Miami Airport Industrial Portfolio Properties, fund upfront reserves and pay closing costs.

The Borrower and the Borrower Sponsor. The borrower is Miami SC Leasehold LLC (the “Miami Airport Industrial Portfolio Borrower”), a Delaware limited liability company and a single purpose entity with one independent director. SD US Holdings LLC, the borrower sponsor, is the guarantor of certain non-recourse carveouts under the Miami Airport Industrial Portfolio Mortgage Loan. As of June 4, 2018, SD US Holdings LLC had assets and equity of over $32.0 million, excluding the Miami Airport Industrial Portfolio Properties.

124

Various
Miami, FL 33142

Collateral Asset Summary – Loan No. 14

Miami Airport Industrial Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$17,064,599

74.8%

1.68x

11.6%

The Property. The Miami Airport Industrial Portfolio Properties are industrial warehouses located in Miami, Florida, 100.0% occupied by Sky Chefs under two 12.5-year absolute triple net leases. The Miami Airport Industrial Portfolio Properties are subject to two 99-year ground leases, structured to be coterminous and have identical terms. The ground leases have an expiration date of June 7, 2117 and require aggregate annual ground rent of $600,000 with 2% annual rent bumps, with the exception of years 11, 21, 31, 41, 51, 61, 71, 81, and 91, in which rent increases by the greater of 2% or the consumer price index.

The 3500 NW 24th Street Property consists of two block parcels separated by NW 24th Street totaling 4.68 acres. Improvements on the 3500 NW 24th Street Property include a 145,172 SF two-story refrigerated warehouse/food preparation facility built in 1968 and renovated in 2005 and a 6,211 SF maintenance garage and parking lot built in 1970. The clear height of the warehouse facility and garage is 12 feet and 18-20 feet, respectively. The 3500 NW 24th Street Property includes 149 parking spots (0.98 spaces per 1,000 SF). Between 2012 and 2018, Sky Chefs invested approximately $7.6 million into the 3500 NW 24th Street Property, including refrigeration system and hot foods system upgrades and pavement and dock doors replacements.

The 3630 NW 25th Street Property encompasses a full block 1.95-acre parcel and is improved with a 60,469 SF two-story refrigerated warehouse/food preparation facility built in 1976 and renovated in 1994. The clear height of the warehouse facility is 12 feet. The 3630 NW 25th Street Property includes 59 parking spots (0.98 spaces per 1,000 SF). Between 2012 and 2018, Sky Chefs invested approximately $2.8 million into the 3630 NW 25th Street Property, including refrigeration system upgrades, flooring, pavement replacements and freight elevator and door refurbishments.

Property Summary
Property	Address	Year Built/ Renovated	NRA (SF)	Approximate % of SF	Appraised Value	Original Balance Allocated Loan Amount	LTV
3500 NW 24th Street	3500 Northwest 24th Street and 2401 Northwest 36th Avenue	1968,1970/2005	151,383	71.5%	$16,200,000	$12,150,000	75.0%

3630 NW 25th Street	3630 Northwest 25th Street	1976/1994	60,469	28.5%	$6,600,000	$4,950,000	75.0%
Total/Wtd. Avg.			211,852	100.00%	$22,800,000	$17,100,000	75.0%

The Tenant.

Sky Chefs (211,852 SF, 100.0% of NRA, 100.0% of underwritten base rent). Sky Chefs is an international provider of catering and hospitality services to airlines, rail operators and retailers. Sky Chefs is a part of the LSG Group, a collection of 156 companies under LSG Lufthansa Service Holding AG, a 100% subsidiary of Deutsche Lufthansa AG (Moody’s/S&P: Baa3/BBB-). The LSG Group’s portfolio includes catering services, on-board retail, food solutions, equipment sourcing and design/development, equipment logistics, lounge services, security services and retail shops. The LSG Group provides services in 50 countries worldwide and won “Supplier of the Year Award” from 2017 TravelPlus Awards. In 2017, the LSG Group had revenues of over €3 billion and had employees of over 34,500.

Sky Chefs uses the Miami Airport Industrial Portfolio Properties to prepare and deliver in-flight meals and beverages to various airlines at Miami International Airport, which is located less than a mile southwest, Fort Lauderdale/Hollywood International Airport, which is located 32.3 miles north, and Palm Beach International Airport, which is located 75.4 miles north. In 2017, Miami International Airport was ranked the 14th busiest airport in the United States, serving over 20 million passengers across 50 different airlines and Fort Lauderdale/Hollywood International Airport was ranked the 19th busiest airport in the United States serving over 15 million passengers. Major airline customers of Sky Chefs include American Airlines, Lufthansa, Delta, Asiana, United, Alaska, Korean Air and Finnair. Because of its proximity to the Miami airports and extensive tenant improvements, the Miami Airport Industrial Portfolio Properties are mission critical to Sky Chefs’ business.

Sky Chefs has been a tenant at the Miami Airport Industrial Portfolio Properties since 1993. In April 2017, Sky Chefs executed two absolute triple net leases with current lease expiration dates of September 30, 2029 and current in place base rent of $11.43 PSF with 2.5% annual rent bumps every April. Sky Chefs has the right to terminate its lease at (i) the 3500 NW 24th Street Property (71.5% of both NRA and UW Base Rent) effective March 31, 2027 with 12-months prior notice, but no more than 24 months prior, and a termination fee of $1,080,340 plus sales tax and (ii) the 3630 NW 25th Street Property (28.5% of both NRA and UW Base Rent) effective March 31, 2024 with 12-months prior notice, but no more than 24 months prior, and a termination fee of $801,447 plus sales tax. At origination, the Miami Airport Industrial Borrower deposited in escrow a sales tax reserve of $15,776, and is required to deposit in escrow monthly payments of $15,776. The Sky Chefs leases are secured by transferable automatically renewing letters of credit totaling $8.0 million, which do not expire earlier than 120 days after the lease expiration of September 30, 2029. Additionally, excess cash flow is required to be swept upon the occurrence and continuation of a material tenant trigger event as defined in the Miami Airport Industrial Portfolio Mortgage Loan documents.

The following table presents certain information relating to the leases at the Miami Airport Industrial Portfolio Property:

Tenant Summary⁽¹⁾
Tenant Name	Credit Rating (Fitch/Moody’s/S&P)⁽²⁾	Tenant SF	Approximate % of SF	Annual UW Rent	% of Total Annual UW Rent	Annual UW Rent PSF	Lease Expiration
Sky Chefs	NR/Baa3/BBB-	211,852	100.00%	$2,481,739	100.00%	$11.71	9/30/2029⁽³⁾
Subtotal/Wtd. Avg.		211,852	100.00%	$2,481,739	100.00%	$11.71
Vacant Space		0	0.00%	$0	0.00%	$0.00
Total/Wtd. Avg.		211,852	100.00%	$2,481,739	100.00%	$11.71

(1)

Information is based on the underwritten rent roll.

(2)

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

(3)

Sky Chefs has the right to terminate the leases at the 3500 NW 24th Street Property and the 3630 NW 36th Street Property effective March 31, 2027 and March 31, 2024, respectively.

125

Various
Miami, FL 33142

Collateral Asset Summary – Loan No. 14

Miami Airport Industrial Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$17,064,599

74.8%

1.68x

11.6%

The following table presents certain information relating to the lease rollover schedule at the Miami Airport Industrial Portfolio Property:

Lease Rollover Schedule⁽¹⁾
Year	# of Leases Rolling	SF Rolling	Approx. % of Total SF Rolling	Approx. Cumulative % of SF Rolling	UW Base Rent PSF Rolling	Total UW Base Rent Rolling	Approx. % of Total Rent Rolling	Approx. Cumulative % of Total Rent Rolling
MTM	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2018	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2019	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2020	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2021	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2022	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2023	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2024	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2025	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2026	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2027	0	0	0.0%	0.0%	$0.00	$0	0.0%	0.0%
2028 & Beyond⁽²⁾	2	211,852	100.0%	100.0%	$11.71	$2,481,739	100.0%	100.0%
Vacant	0	0	0.0%	100.0%	$0.00	$0	0.0%	100.0%
Total/Wtd. Avg.	2	211,852	100.0%		$11.71	$2,481,739	100.0%

(1)

Information is based on the underwritten rent roll.

(2)

Sky Chefs has the right to terminate the leases at the 3500 NW 24th Street Property and the 3630 NW 36th Street Property effective March 31, 2027 and March 31, 2024, respectively.

The Market. The Miami Airport Industrial Portfolio Properties are located in Miami, Florida, approximately less than one mile east of the Miami International Airport, 6.7 miles northwest of downtown Miami, 32.3 miles south of Fort Lauderdale/Hollywood International Airport and 75.4 miles south of Palm Beach International Airport. Primary regional access to the area is provided by Airport Expressway (Interstate 195/SR-112). Significant roadways in the neighborhood include NW 27th Avenue, NW 42nd Avenue, NW 36th Street and NW North River Drive.

The area surrounding the Miami Airport Industrial Portfolio Properties is mainly comprised of older heavy industrial manufacturing uses and shipyards built from the 1920s to 1950s along the Miami River. Adjacent land uses include hotels to the north, industrial uses to the south and east and industrial and parking lots to the west. The area directly north of the Miami River is a small medium-density, mature industrial district known as the “recycled metal district” which is primarily comprised of warehouse/distribution/light manufacturing owner-user development built from 1950 to 1980. This area is characterized by the high number of metal fabrication and scrap metal companies. The subject neighborhood is bracketed by arterial commercial roadways that are improved with medium-density, highway commercial development such as strip centers, bank branches and quick-service restaurants. At the western end of the neighborhood are numerous car rental and airline related service companies. Residential development is primarily located along the secondary streets, and is mainly comprised of older detached single-family homes and low-rise walk-up apartment buildings.

According to a third party market research report, the Miami Airport Industrial Portfolio Properties are located in the South Florida industrial market, which has industrial inventory of approximately 431.9 million SF, and the South Central Miami industrial submarket, which has industrial inventory of approximately 13.2 million SF. As of the first quarter of 2018, the South Florida industrial market had vacancy of 4.0% and asking rent of $10.04 PSF. As of the first quarter of 2018, the South Central Miami industrial submarket had vacancy of 7.6% and asking rent of $22.43 PSF. The South Central Miami submarket had warehouse inventory of approximately 12.5 million SF across 999 buildings, vacancy of 7.9% and asking rent of $20.94 PSF. As of the first quarter of 2018, year-to-date industrial deliveries total approximately 1.6 million SF and approximately 6.3 million SF are under construction, notably, build-to-suit developments. According to the appraisal, the area surrounding the Miami Airport Industrial Portfolio Properties is 95% developed, with most new development in the area requiring the assemblage and/or demolition of older improvements.

The following table presents recent leasing data at competitive industrial buildings with respect to the Miami Airport Industrial Portfolio Property:

Comparable Industrial Leases

Property Name

Location

Proximity

(miles)

Lease
Size (SF)

Year Built/
Renovated

Clear
Height (ft)

Initial
Rent PSF

Lease Type

Miami Airport Industrial Portfolio

Miami, FL

—

211,852⁽¹⁾

1968, 1970, 1976/1994, 2005

12-20

$11.43⁽¹⁾

NNN⁽¹⁾

Caribbean Shipping and Cold

Jacksonville, FL

347.0

72,373

1965/N/A

$3.00

NNN

Greendom Bldg

Miami, FL

3.0

23,214

1967/2012

$12.00

NNN

830 Warehouse

Miami, FL

4.1

8,788

1968/2017

$16.00

Modified Gross

Freestanding Freezer

Miami, FL

7.2

21,176

1970/N/A

19-24

$17.95

Modified Gross

SuperValu - Pompano Beach

Pompano Beach, FL

34.5

778,816

1974/N/A

24-28

$6.98

Industrial Gross

Source: Appraisal

(1)

Information is based on the underwritten rent roll.

126

Various
Miami, FL 33142

Collateral Asset Summary – Loan No. 14

Miami Airport Industrial Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$17,064,599

74.8%

1.68x

11.6%

Cash Flow Analysis
	2015⁽¹⁾	2016⁽¹⁾	2017⁽¹⁾	UW	UW PSF
Gross Potential Rent⁽²⁾	N/A	N/A	N/A	$2,784,002	$13.14
Total Recoveries	N/A	N/A	N/A	$297,838	$1.41
Total Other Income	N/A	N/A	N/A	$0	$0.00
Less Vacancy & Credit Loss	N/A	N/A	N/A	($154,092)	($0.73)
Effective Gross Income	N/A	N/A	N/A	$2,927,749	$13.82
Total Operating Expenses	N/A	N/A	N/A	$954,822	$4.51
Net Operating Income	N/A	N/A	N/A	$1,972,927	$9.31
Capital Expenditures	N/A	N/A	N/A	$25,422	$0.12
TI/LC	N/A	N/A	N/A	$0	$0.00
Net Cash Flow	N/A	N/A	N/A	$1,947,505	$9.19

Occupancy %⁽³⁾	N/A	N/A	N/A	95.0%⁽⁴⁾
NOI DSCR	N/A	N/A	N/A	1.71x
NCF DSCR	N/A	N/A	N/A	1.68x
NOI Debt Yield	N/A	N/A	N/A	11.6%
NCF Debt Yield	N/A	N/A	N/A	11.4%

(1)

Historical financial statements are unavailable as the Miami Airport Industrial Portfolio Properties were acquired by the borrower sponsor in June 2018 and the sole tenant, Sky Chefs, executed two new 12.5-year leases, which commenced in April 2017.

(2)

UW Gross Potential Rent is based on the underwritten rent roll and includes straight line rent of $302,264 and rent steps of $60,535.

(3)

Sky Chefs has been a tenant at the Miami Airport Industrial Portfolio Properties since 1993 and executed two new 12.5-year leases, which commenced in April 2017.

(4)

UW Occupancy % reflects the underwritten vacancy of 5.0%. However, the Miami Airport Industrial Portfolio Properties were 100.0% occupied as of August 1, 2018.

127

400, 500, and 600 River Place Drive

Detroit, MI 48207

Collateral Asset Summary – Loan No. 15

River Place Apartments

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$17,000,000

51.8%

3.13x

14.3%


Mortgage Loan Information					Property Information
Mortgage Loan Seller:		UBS AG			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/KBRA/Moody’s):		NR/NR/NR			Location:	Detroit, MI 48207
					General Property Type:	Multifamily
Original Balance:		$17,000,000			Detailed Property Type:	Mid Rise
Cut-off Date Balance:		$17,000,000			Title Vesting:	Fee
% of Initial Pool Balance:		2.1%			Year Built/Renovated:	1891, 1908, 1989/1989
Loan Purpose:		Refinance			Size:	299 Units
Borrower Sponsor:		Matthew B. Lester			Cut-off Date Balance per Unit:	$56,856
Mortgage Rate:		4.3330%			Maturity Date Balance per Unit:	$56,856
Note Date:		6/28/2018			Property Manager:	Princeton Enterprises L.L.C. (borrower-related)
First Payment Date:		8/6/2018
Maturity Date:		7/6/2028
Original Term to Maturity:		120 months
Original Amortization Term:		0 months			Underwriting and Financial Information
IO Period:		120 months			UW NOI:	$2,423,574
Seasoning:		1 month			UW NOI Debt Yield:	14.3%
Prepayment Provisions:		LO (25); DEF (91); O (4)			UW NOI Debt Yield at Maturity:	14.3%
Lockbox/Cash Mgmt Status:		Springing/Springing			UW NCF DSCR⁽¹⁾:	3.13x
Additional Debt Type:		N/A			Most Recent NOI:	$2,699,635 (5/31/2018 TTM)
Additional Debt Balance:		N/A			2nd Most Recent NOI:	$2,579,296 (12/31/2017)
Future Debt Permitted (Type):		No (N/A)			3rd Most Recent NOI⁽¹⁾:	$1,962,760 (12/31/2016)
Reserves					Most Recent Occupancy:	95.0% (5/29/2018)
Type	Initial		Monthly	Cap	2nd Most Recent Occupancy:	91.0% (12/31/2017)
RE Tax:	$70,714		$44,196	N/A	3rd Most Recent Occupancy:	91.0% (12/31/2016)
Insurance:	$81,686		$0	N/A	Appraised Value (as of):	$32,800,000 (5/24/2018)
Replacements:	$0		$6,229	N/A	Cut-off Date LTV Ratio:	51.8%
2017 RE Tax⁽²⁾:	$498,643		$0	N/A	Maturity Date LTV Ratio:	51.8%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount:	$17,000,000	97.3%	Loan Payoff:	$16,605,570	95.1%
Return of Equity:	$466,681	2.7%	Reserves:	$651,043	3.7%
			Closing Costs:	$210,068	1.2%
Total Sources:	$17,466,681	100.0%	Total Uses:	$17,466,681	100.0%

(1)

3rd Most Recent NOI as of December 31, 2016 only reflects the operating performance from April 2016 through December 2016 as the River Place Apartments Property (as defined below) was acquired by the borrower sponsor in April 2016.

(2)

In 2017, the City of Detroit failed to issue a tax bill for the River Place Apartments Property and after negotiations, the borrower sponsor agreed to a tax liability of $498,643 based on a taxable value of approximately $5.74 million for the River Place Apartments Property, which will also be used as the basis for increases going forward. The values will become official once approved by the City’s July Board of Review. Upon receipt of the 2017 tax bill from the River Place Apartments Borrower (as defined below), the lender is required to disburse funds in the 2017 RE Tax escrow within ten business days of receipt of notice, and in the event the funds in the 2017 RE Tax escrow are not sufficient to pay the 2017 tax bill, the River Place Apartments Borrower is required to deliver additional funds as are necessary to satisfy the bill.

The Mortgage Loan. The fifteenth largest mortgage loan (the “River Place Apartments Mortgage Loan”) is evidenced by a promissory note with an original principal balance of $17,000,000. The River Place Apartments Mortgage Loan is secured by a first priority mortgage encumbering the borrower’s fee interest in a three-building, 299-unit Class A multifamily community located in Detroit, Michigan (the “River Place Apartments Property”).

The proceeds of the River Place Apartments Mortgage Loan, along with borrower sponsor equity of approximately $466,681, were used to refinance existing debt on the River Place Apartments Property, fund reserves, and pay closing costs.

The Borrower and the Borrower Sponsor. The borrower is River Place Apartments Limited Partnership (the “River Place Apartments Borrower”), a single-purpose Michigan limited partnership structured to be bankruptcy remote. The borrower sponsor and non-recourse carveout guarantor of the River Place Apartments Mortgage Loan is Matthew B. Lester, a co-founder of Princeton Enterprises. Mr. Lester has over 20 years of experience in commercial real estate investment. Headquartered in Bloomfield Hills, Michigan, Princeton Enterprises is a full-service real estate investment and management firm which operates a portfolio of multifamily, commercial, and medical properties located in the Midwest and Southeast regions of the United States. Along with its strategic partners, Princeton Enterprises has acquired over 125 properties with an aggregate value in excess of $800.0 million since its inception and currently operates over 18,000 multifamily units in ten states, including nine multifamily communities in Detroit, Michigan and 80 multifamily communities within 35 cities in Michigan.

The Property. The River Place Apartments Property is a three-building, 299-unit, Class A multifamily community within the Rivertown-Warehouse District of Detroit, Michigan, approximately 1.8 miles northeast of the Detroit central business district. Situated on 5.181 acres, two buildings of the River Place Apartments Property were originally constructed in 1891 and 1908 and were repurposed into rental units in 1989 (collectively, the “400 and 500 River Place Buildings”). The remaining apartment building was constructed in 1989 on top of a parking garage (the “600 River Place Building”). Formerly known

128

400, 500, and 600 River Place Drive

Detroit, MI 48207

Collateral Asset Summary – Loan No. 15

River Place Apartments

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$17,000,000

51.8%

3.13x

14.3%

as the Parke-Davis and Company Pharmaceutical Plant, the River Place Apartments Property is part of the Stroh River Place development that includes 26 structures and is situated on over 14.0 acres, the majority of which were constructed at the turn of the 20th century and have since been repurposed to office space, residences, retail, and hotel use.

The River Place Apartments Property unit mix includes 127 one-bedroom units, 163 two-bedroom units, and nine three-bedroom units, with an average unit size of 1,039 SF. 73 of the 299 units are brownstones located in the 400 and 500 River Place Buildings, and 54 of the units are one- and two-story penthouse units, located in the 600 River Place Building. The 400 and 500 River Place Buildings have private interior courtyards and the brownstone units have direct access to the courtyards while the apartment units can be accessed from common corridors. The 600 River Place Building apartment units are situated on top of a five-story parking garage, which is located in part on an adjacent non-collateral parcel, and occupy the air rights over the parking garage. The River Place Apartments Borrower holds fee interest in approximately half of the parking garage structure as well as the entirety of the 600 River Place Building apartment units. As of May 29, 2018, the River Place Apartments Property was 95.0% occupied.

The table below shows the unit mix at the River Place Apartments Property:

River Place Apartments Property Unit Mix Summary⁽¹⁾
Unit Type	No. of Units	% of Total Units	Avg. Unit Size (SF)	Total Occupied Units	Occupancy (%)	Avg. Monthly Rent per Unit	Total Size (SF)
1 BR / 1 BA	105	35.1%	739	100	95.2%	$1,212	77,623
1 BR / 1.5 BA	22	7.4%	1,267	22	100.0%	$1,581	27,865
2 BR / 1 BA	32	10.7%	1,027	29	90.6%	$1,399	32,878
2 BR / 1.5 BA	17	5.7%	1,354	16	94.1%	$1,675	23,015
2 BR / 2 BA	76	25.4%	1,151	72	94.7%	$1,588	87,474
2 BR / 2.5 BA	38	12.7%	1,315	36	94.7%	$1,772	49,953
3 BR / 2 BA	9	3.0%	1,301	9	100.0%	$2,025	11,707
Total/Wtd. Avg.	299	100.0%	1,039	284	95.0%	$1,477	310,515

(1)

Information is based on the underwritten rent roll.

The River Place Apartments Property amenities include energy efficient stainless steel appliances, solid wood cabinetry, walk-in closets, high speed wireless internet, card-operated laundry, a fitness center, parking garage access for 519 parking spaces (1.74 spaces per unit), on-site management and security patrol. Select units in the 400 and 500 River Place Buildings feature 15 feet ceiling heights, exposed brick interior walls, interior private courtyards and washer and dryer. All of the units in the 600 River Place Building feature energy efficient stainless steel appliances, washer and dryer, private patio, contemporary interior and views of the Detroit skyline or the Detroit River.

The River Place Apartments Property is subject to a reciprocal easement agreement (“REA”), which covers a parking deck located in part on the River Place Apartments Property and in part on an adjacent non-collateral parcel, which is owned by 300 River Place LLC (the “300 River Place Owner”). Pursuant to the REA, each party granted to the other non-exclusive easements and rights of use of the portion of the parking deck lying on their respective parcels for purposes of ingress, egress, parking, and maintenance. The River Place Apartments Borrower and the 300 River Place Owner has the right to 519 parking spaces and 735 parking spaces, respectively, and are required to pay an equal share of expenses for the parking garage.

The borrower sponsor acquired the River Place Apartments Property in 2016 for approximately $26.0 million ($86,957 per unit) and has since, spent approximately $1.8 million ($6,182 per unit) on ongoing replacements, capital improvements, and other soft costs. Approximately half of the River Place Apartments Property units have been improved since the borrower sponsor acquired the River Place Apartments Property, including new flooring, stainless appliances, cabinet replacements, and window replacements. The borrower sponsor’s total cost basis in the River Place Apartments Property is approximately $27.8 million ($93,138 per unit).

The Market. The River Place Apartments Property is located in Detroit, Wayne County, Michigan, approximately 1.8 miles northeast of the Detroit central business district within the Rivertown Warehouse District, an enclave that includes considerable frontage along the Detroit River. Once a highly concentrated manufacturing district, many of the buildings have been re-purposed for additional uses, according to the appraisal. The River Place Apartments Property is within walking distance to transportation options such as the Detroit Department of Transportation (DDOT) Bus Line and the Detroit People Mover. The parks, plazas, pavilions, pathways and open green space along the 3.5 mile riverfront, RiverWalk is regularly the site for large festivals and seasonal activities and attracts approximately three million visitors annually.

The Rivertown Warehouse District neighborhood contains a mixture of commercial land uses including office/industrial, retail/restaurant, hotel, multifamily, schools, churches, and entertainment venues. Popular attractions in the nearby Detroit central business district and Midtown include Comerica Park, Ford Field, Little Caesars Arena, several casinos, Cobo Convention Center, Hart Plaza, Detroit Institute of Arts, Detroit Opera House, The Filmore, Fox Theater, Saint Andrews Hall, Redford Theatre, and Gem & Century Theatres. Major employers in the Detroit central business district include General Motors, Quicken Loans, Compuware, Little Caesars, DTE Energy, Lowe Campbell Ewald, and Blue Cross / Blue Shield of Michigan, as well as large corporate offices for Comerica, Chrysler, HP Enterprise, Deloitte, PricewaterhouseCoopers, KPMG, and Ernst & Young. Major employers in Midtown, which is north of the Detroit central business district, include Detroit Medical Center, Wayne State University, and the Henry Ford Health System.

According to a third party market research report, the estimated 2018 population within a one-, three-, and five-mile radius of the River Place Apartments Property is 10,998, 60,618, and 158,667, respectively. According to a third party market research report, the estimated 2018 average household income within a one-, three-, and five-mile radius of the River Place Apartments Property is approximately $48,849, $44,419, and $42,906, respectively.

According to a third party market research report, the River Place Apartments Property's metro Detroit multifamily market reported inventory of 217,810 units and a 2.8% vacancy rate as of the first quarter of 2018, which has improved from 3.7% in 2013. The average asking monthly rental rate per unit for the market has increased from $887 as of 2013 to $995 as of the first quarter of 2018, or a compounded annual growth rate of 2.9% over the period. The downtown Detroit multifamily submarket reported inventory of 11,053 units and a 5.4% vacancy rate as of the first quarter of 2018, which has improved from 7.0% in 2013. The average asking monthly rental rate per unit for the market has increased from $989 as of 2013 to $1,174 as of the first quarter of

129

400, 500, and 600 River Place Drive

Detroit, MI 48207

Collateral Asset Summary – Loan No. 15

River Place Apartments

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$17,000,000

51.8%

3.13x

14.3%

2018, or a compounded annual growth rate of 4.4% over the period. The downtown Detroit multifamily submarket reported Class A inventory of 4,812 units, an 8.3% vacancy rate and average asking monthly rental rate per unit of $1,482, as of the first quarter of 2018.

Comparable rental properties to the River Place Apartments Property are shown in the table below:

River Place Apartments Property Comparable Rentals Summary
Property Name/Location	Year Built	Occupancy (%)	Number of Units	Unit Type⁽¹⁾	Avg. Unit Size (SF) ⁽¹⁾	Avg. Monthly Rent per Unit⁽¹⁾
River Place Apartments Property 400, 500, and 600 River Place Drive Detroit, MI	1891, 1908, 1989	95.0%⁽¹⁾	299⁽¹⁾	1 BR / 1 BA 1 BR / 1.5 BA 2 BR / 1 BA 2 BR / 1.5 BA 2 BR / 2 BA 2 BR / 2.5 BA 3 BR / 2 BA	739 1,267 1,027 1,354 1,151 1,315 1,301	$1,212 $1,581 $1,399 $1,675 $1,588 $1,772 $2,025
Waters Edge 3430 E. Jefferson Avenue Detroit, MI	2015-2016	99.0%	134	1 BD / 1 BA 2 BD / 2 BA 3 BD / 2 BA	888 1,175 1,540	$1,530 $1,930 $2,523
Orleans Landing Apartments 229 Orleans Street Detroit, MI	2017	90.0%	278	1 BD / 1 BA 2 BD / 2 BA 2 BD / 2.5 BA	661-1,237 987-1,125 1,529	$885-$2,450 $2,238-$2,295 $3,127
Du Charme Place Apartments 1544 E. Lafayette Street Detroit, MI	2017	98.0%	185	Studio 1 BD / 1 BA 2 BD / 1 BA 2 BD / 2 BA	710 815 936 1,037	$1,213 $1,425 $1,643 $1,785
Jeffersonian Houze Apartments 9000 E. Jefferson Avenue Detroit, MI	1965	94.0%	411	1 BD / 1 BA 1 BD / 2 BA 2 BD / 2 BA 2 BD / 3 BA Corner 3 BD / 3 BA 3 BD / 4 BA Corner 3 BD / 5 BA Corner 4 BD / 4 BA Corner	790 1,030 1,116-1,241 1,950 1,950-2,073 2,440 3,100 2,440	$988 $1,175 $1,435-$1,553 $1,995 $1,905-$1,975 $2,595 $2,650 $2,850
Alden Towers 8100 E. Jefferson Avenue Detroit, MI	1923	98.0%	387	Studio 1 BD / 1 BA 2 BD / 1 BA 2 BD / 1.5 BA 2 BD / 2 BA 3 BD / 3 BA	350 650 775 837 1,080 1,300	$880 $935 $950 $1,068 $1,268 $1,788
Harbortown Apartments 250 E. Harbortown Drive Detroit, MI	1986/1989	100.0%	110	1 BD / 1 BA 1 BD / 2 BA 2 BD / 2 BA 2 BD / 2 BA + Den	740-800 1,100 1,090-1,330 1,590	$1,175 $1,300 $1,400-$1,600 $2,100

Source: Appraisal

(1)

Information for the River Place Apartments Property is based on the underwritten rent roll.

130

400, 500, and 600 River Place Drive

Detroit, MI 48207

Collateral Asset Summary – Loan No. 15

River Place Apartments

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$17,000,000

51.8%

3.13x

14.3%

Cash Flow Analysis
	2015⁽¹⁾	2016⁽¹⁾	2017	5/31/2018 TTM	UW	UW Per Unit
Gross Potential Rent⁽²⁾	N/A	$3,309,393	$4,613,985	$4,814,030	$5,299,080	$17,723
Total Other Income⁽³⁾	N/A	$119,848	$236,768	$259,415	$384,076	$1,285
Less Vacancy & Concessions	N/A	$0	$0	$0	($485,050)	($1,622)
Effective Gross Income	N/A	$3,429,241	$4,850,753	$5,073,445	$5,198,106	$17,385
Total Operating Expenses	N/A	$1,466,481	$2,271,457	$2,373,810	$2,774,533	$9,279
Net Operating Income	N/A	$1,962,760	$2,579,296	$2,699,635	$2,423,574	$8,106
Capital Expenditures	N/A	$163,412	$388,010	$367,437	$83,720	$280
Net Cash Flow	N/A	$1,799,348	$2,191,286	$2,332,198	$2,339,854	$7,826

Occupancy %⁽⁴⁾	N/A	91.0%	91.0%	91.0%	90.8%
NOI DSCR	N/A	2.63x	3.45x	3.61x	3.25x
NCF DSCR	N/A	2.41x	2.93x	3.12x	3.13x
NOI Debt Yield	N/A	11.5%	15.2%	15.9%	14.3%
NCF Debt Yield	N/A	10.6%	12.9%	13.7%	13.8%

(1)

The River Place Apartments Property was acquired by the borrower sponsor in April 2016; as such, historical operating statements are unavailable. 2016 financials only reflect the operating performance of the River Place Apartments Property from April 2016 through December 2016.

(2)

UW Gross Potential Rent is underwritten to the May 29, 2018 rent roll and includes vacant gross up of $272,580.

(3)

Total Other Income includes (i) ratio utility billing system income, which reflects water, sewer and trash reimbursements, (ii) laundry income, (iii) parking income and (iv) other non-rental income such as late fees, pet fees, application fees, forfeited security deposits and tenant damages.

(4)

UW Occupancy % is based on the underwritten economic vacancy of 9.2%. The River Place Apartments Property was 95.0% leased as of May 29, 2018.

131

UBS 2018-C12

TRANSACTION CONTACT INFORMATION

UBS Securities LLC

David Schell	Tel. (212) 713-3375

Nicholas Galeone	Tel. (212) 713-8832

Siho Ham	Tel. (212) 713-1278

SG Americas Securities, LLC

Adam Ansaldi	Tel. (212) 278-6126

Jim Barnard	Tel. (212) 278-6263

Warren Geiger	Tel. (212) 278-5692

Justin Cappuccino	Tel. (212) 278-6393

Cantor Fitzgerald & Co. / CCRE

Steve Gargiulo	Tel. (212) 829-5259

Clark Andreson	Tel. (212) 829-5290

Baz Preston	Tel. (212) 829-5294

Kiran Manda	Tel. (212) 915-1925

Jared Noordyk	Tel. (212) 915-1709

Natixis

Matthew Feast	Tel. (212) 891-5742

David Williams	Tel. (212) 891-5781

Delphine Clerjaud	Tel. (212) 891-5775

Mark Lacerenza	Tel. (212) 891-6172

Andrew Florio	Tel. (212) 891-6572

William Han	Tel. (212) 891-5765

132