The depositor has filed a registration statement (including a prospectus) with the SEC (SEC File No. 333-259741) for the offering to which this free writing prospectus 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 if you request it by calling toll free 1-866-718-1649 or by email to prospectus@ms.com.

This material was prepared by sales, trading, banking or other non-research personnel of one of the following: Morgan Stanley & Co. LLC, Morgan Stanley & Co. International Limited, Morgan Stanley Japan Limited and/or Morgan Stanley Dean Witter Asia Limited (together with their affiliates, hereinafter “Morgan Stanley“), Wells Fargo Securities, LLC (together with its affiliates, “Wells Fargo”), J.P. Morgan Securities LLC (together with its affiliates, “J.P. Morgan”), BofA Securities, Inc. (together with its affiliates, “BofA Securities”), Academy Securities, Inc. (together with its affiliates, “Academy”), Drexel Hamilton, LLC (together with its affiliates, “Drexel”) and Siebert Williams Shank & Co., LLC (together with its affiliates, “SWS”, and collectively with Morgan Stanley, Wells Fargo, J.P. Morgan, BofA Securities, Academy and Drexel, the “Underwriters”). This material was not produced by an Underwriter’s research analyst, although it may refer to an Underwriter’s research analyst or research report. Unless otherwise indicated, these views (if any) are the author’s and may differ from those of the fixed income or equity research departments of the Underwriters or others in those firms.

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This material has been prepared for information purposes to support the promotion or marketing of the transaction or matters addressed herein. This is not a research report and was not prepared by the research department of any Underwriter. It was prepared by sales, trading, banking or other non-research personnel of one or more of the Underwriters. This material is not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. Past performance is not necessarily a guide to future performance. Please see additional important information and qualifications at the end of this material.

The asset-backed securities referred to in these materials are being offered when, as and if issued. In particular, you are advised that asset-backed securities, and the asset pools backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated), at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the securities and the underlying transaction having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the issuing entity nor any Underwriter will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

The information contained in this material is preliminary as of the date hereof. This material is subject to change, completion or amendment from time to time. The information contained herein supersedes information in any other communication relating to the securities referred to in this material; provided, that the information in this material will be superseded by similar information delivered to you as part of a preliminary prospectus. This material is not a solicitation to participate in any trading strategy, and is not an offer to sell any security or instrument or a solicitation of an offer to buy or sell any security or instrument in any jurisdiction where an offer, solicitation or sale is not permitted.

The securities/instruments discussed in this material may not be suitable for all investors. This material has been prepared and issued by the Underwriters for intended distribution to market professionals and institutional investor clients. Other recipients should seek independent investment advice prior to making any investment decision based on this material. This material does not provide individually tailored investment advice or offer tax, regulatory, accounting or legal advice. Prior to entering into any proposed transaction, recipients should determine, in consultation with their own investment, legal, tax, regulatory and accounting advisors, the economic risks and merits, as well as the legal, tax, regulatory and accounting characteristics and consequences, of the transaction. You should consider this material as only a single factor in making an investment decision.

The value of and income from investments may vary because of changes in interest rates, foreign exchange rates, default rates, prepayment rates, securities/instruments prices, market indexes, operational or financial conditions of companies or other factors. There may be time limitations on the exercise of options or other rights in securities/instruments transactions. Past performance is not necessarily a guide to future performance. Estimates of future performance are based on assumptions that may not be realized. Actual events may differ from those assumed and changes to any assumptions may have a material impact on any projections or estimates. Other events not taken into account may occur and may significantly affect the projections or estimates. Certain assumptions may have been made for modeling purposes only to simplify the presentation and/or calculation of any projections or estimates, and the Underwriters do not represent that any such assumptions will reflect actual future events. Accordingly, there can be no assurance that estimated returns or projections will be realized or that actual returns or performance results will not materially differ from those estimated herein. Some of the information contained in this document may be aggregated data of transactions in securities or other financial instruments executed by an Underwriter that has been compiled so as not to identify the underlying transactions of any particular customer.

Notwithstanding anything herein to the contrary, the Underwriters and each recipient hereof (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to the tax treatment and tax structure (as such terms are defined in Treasury Regulation 1.6011-4). For this purpose, "tax structure" is limited to facts relevant to the U.S. federal and state income tax treatment of the transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors. This authorization of tax disclosure is retroactively effective to the commencement of discussions with prospective investors regarding the transactions contemplated herein.

THE DISTRIBUTION OF THIS MATERIAL (A) IF MADE BY A PERSON WHO IS NOT AN AUTHORIZED PERSON UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (“FSMA”), IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE THE UNITED KINGDOM, OR (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFY AS INVESTMENT PROFESSIONALS IN ACCORDANCE WITH ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED, THE “FINANCIAL PROMOTION ORDER”), OR (III) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE FINANCIAL PROMOTION ORDER OR, (IV) ARE PERSONS TO WHOM THIS MATERIAL MAY OTHERWISE LAWFULLY BE COMMUNICATED OR DIRECTED; AND (B) IF MADE BY A PERSON WHO IS AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE THE UNITED KINGDOM, OR (II) HAVE PROFESSIONAL EXPERIENCE OF PARTICIPATING IN UNREGULATED SCHEMES (AS DEFINED FOR PURPOSES OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (PROMOTION OF COLLECTIVE INVESTMENT SCHEMES) (EXEMPTIONS) ORDER 2001 (AS AMENDED, THE “PROMOTION OF COLLECTIVE INVESTMENT SCHEMES EXEMPTIONS ORDER”)) AND QUALIFY AS INVESTMENT PROFESSIONALS IN ACCORDANCE WITH ARTICLE 14(5) OF THE PROMOTION OF COLLECTIVE INVESTMENT SCHEMES EXEMPTIONS ORDER, OR (III) ARE PERSONS FALLING WITHIN ARTICLE 22(2)(A) THROUGH (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE PROMOTION OF COLLECTIVE INVESTMENT SCHEMES EXEMPTIONS ORDER, OR (IV) ARE PERSONS TO WHOM THE ISSUING ENTITY MAY LAWFULLY BE PROMOTED IN ACCORDANCE WITH SECTION 4.12 OF THE FCA HANDBOOK CONDUCT OF BUSINESS SOURCEBOOK.

THE OFFERED CERTIFICATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE FINANCIAL INSTRUMENTS AND EXCHANGE LAW OF JAPAN, AS AMENDED (THE “FIEL"), AND DISCLOSURE UNDER THE FIEL HAS NOT BEEN AND WILL NOT BE MADE WITH RESPECT TO THE OFFERED CERTIFICATES. ACCORDINGLY, EACH OF MORGAN STANLEY & CO. LLC, WELLS FARGO SECURITIES, LLC, J.P. MORGAN SECURITIES LLC, BOFA SECURITIES, INC., Academy Securities, Inc., Drexel Hamilton, LLC AND SIEBERT WILLIAMS SHANK & CO. LLC HAS REPRESENTED AND AGREED THAT IT HAS NOT, DIRECTLY OR INDIRECTLY, OFFERED OR SOLD AND WILL NOT, DIRECTLY OR INDIRECTLY, OFFER OR SELL ANY OFFERED CERTIFICATES IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN (WHICH TERM AS USED IN THIS MATERIAL MEANS ANY PERSON RESIDENT IN JAPAN, INCLUDING ANY CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS FOR REOFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE FIEL AND OTHER RELEVANT LAWS, REGULATIONS AND MINISTERIAL GUIDELINES OF JAPAN. AS PART OF THIS OFFERING OF THE OFFERED CERTIFICATES, THE UNDERWRITERS MAY OFFER THE OFFERED CERTIFICATES IN JAPAN TO UP TO 49 OFFEREES IN ACCORDANCE WITH THE ABOVE PROVISIONS.

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Loan ID Number	Property Flag	Footnotes (for Loan and Property Information)	# of Properties	Property Name	% of Initial Pool Balance	% of Loan Balance	Mortgage Loan Originator⁽¹⁾	Mortgage Loan Seller⁽¹⁾	Related Group	Crossed Group	Address
1	Loan	5, 8, 9, A	1	Tysons Corner Center	9.9%	100.0%	JPMCB	JPMCB	NAP	NAP	1961 Chain Bridge Road
2	Loan	5, 10	1	11755 Wilshire	9.9%	100.0%	WFB	WFB	NAP	NAP	11755 Wilshire Boulevard
3	Loan	5, 11, 12	1	Nvidia Santa Clara	9.6%	100.0%	JPMCB	JPMCB	NAP	NAP	2220, 2300, 2330 Central Expressway, 2770-2800, 2880 Scott Boulevard, 2001 Walsh Avenue
4	Loan	13, B	1	Sun Center Plaza	9.2%	100.0%	MSBNA	MSMCH	Group 1	NAP	3622 - 3680 West Dublin Granville Road
5	Loan	5, 6, 14	2	33 West State Street and 50 East State Street	7.7%		MSBNA	MSMCH	NAP	NAP	Various
5.01	Property		1	50 East State Street	4.6%	60.0%					50 East State Street
5.02	Property		1	33 West State Street	3.1%	40.0%					33 West State Street
6	Loan	15, 16	1	Center Of Waikiki	7.1%	100.0%	WFB	WFB	NAP	NAP	2280 Kalakaua Avenue, 325 and 333 Seaside Avenue
7	Loan	5, 17, C	1	Timber Creek Crossing	6.1%	100.0%	WFB	WFB	NAP	NAP	6176 Retail Road
8	Loan	18	1	Element Hotel Detroit	4.7%	100.0%	MSBNA	MSMCH	NAP	NAP	33 John R Street
9	Loan	D	1	Appling Farms Corporate Park	4.7%	100.0%	MSBNA	MSMCH	NAP	NAP	6916, 6935, 6936, 6949, 6972, 6991 and 7005 Appling Farms Parkway
10	Loan		1	The Haier Building	4.6%	100.0%	BANA	BANA	NAP	NAP	1356 Broadway
11	Loan		1	Seagate Shakopee	4.5%	100.0%	WFB	WFB	NAP	NAP	1280 Disc Drive
12	Loan	13, E	1	Coral Walk	3.9%	100.0%	MSBNA	MSMCH	Group 1	NAP	1760-1910 Northeast Pine Island Road
13	Loan	19, 20	1	2361 Morris Avenue	2.6%	100.0%	MSBNA	MSMCH	NAP	NAP	2361 Morris Avenue
14	Loan		1	Sierra Commons Shopping Center	2.5%	100.0%	BANA	BANA	NAP	NAP	39626 10th Street West
15	Loan	21, 22, 23, 24, F	1	Klein Square	2.3%	100.0%	JPMCB	JPMCB	NAP	NAP	16812 Stuebner Airline Road
16	Loan	G	1	940 West Winona Street	2.1%	100.0%	MSBNA	MSMCH	NAP	NAP	940 West Winona Street
17	Loan		1	Homewood Suites San Marcos	1.9%	100.0%	MSBNA	MSMCH	NAP	NAP	451 Barnes Drive
18	Loan	7	1	Westbank Village Shopping Center	1.6%	100.0%	BANA	BANA	NAP	NAP	875-929 Manhattan Boulevard
19	Loan	H	1	Bee Safe Storage - Creekside	1.4%	100.0%	WFB	WFB	NAP	NAP	2290 Creekside Landing Drive
20	Loan		1	Store It All - Barnegat	1.0%	100.0%	MSBNA	MSMCH	NAP	NAP	79 and 85 South Main Street
21	Loan		1	US Storage Centers - Simi Valley, CA	0.9%	100.0%	BANA	BANA	Group 2	NAP	2073 Royal Avenue
22	Loan	I	1	Sycamore Cove	0.8%	100.0%	MSBNA	MSMCH	NAP	NAP	2456, 2458 and 2462 North Sycamore Boulevard
23	Loan		1	US Storage Centers - Harbor City Frampton, CA	0.7%	100.0%	BANA	BANA	Group 2	NAP	24490 Frampton Avenue
24	Loan		1	US Storage Centers - Vernon, CA	0.3%	100.0%	BANA	BANA	Group 2	NAP	4300 South Alameda Street

Loan ID Number	Property Flag	Footnotes (for Loan and Property Information)	# of Properties	Property Name	Loan Per Unit ($)	Original Balance ($)	Cut-off Date Balance ($)	Maturity/ARD Balance ($)	Interest Rate %	Administrative Fee Rate %⁽³⁾	Net Mortgage Rate %	Monthly Debt Service (P&I) ($)	Monthly Debt Service (IO) ($)	Annual Debt Service (P&I) ($)
1	Loan	5, 8, 9, A	1	Tysons Corner Center	395.84	51,500,000	51,500,000	51,500,000	6.60060%	0.0266625%	6.5739375%	NAP	287,210.14	NAP
2	Loan	5, 10	1	11755 Wilshire	207.44	51,500,000	51,500,000	51,500,000	7.02400%	0.02655%	6.99745%	NAP	305,633.43	NAP
3	Loan	5, 11, 12	1	Nvidia Santa Clara	235.83	50,000,000	50,000,000	50,000,000	6.876115385%	0.02530%	6.85082%	NAP	290,484.04	NAP
4	Loan	13, B	1	Sun Center Plaza	154.03	47,500,000	47,500,000	47,500,000	6.97000%	0.02655%	6.94345%	NAP	279,727.72	NAP
5	Loan	5, 6, 14	2	33 West State Street and 50 East State Street	190.02	40,000,000	40,000,000	40,000,000	7.35000%	0.02530%	7.32470%	NAP	248,402.78	NAP
5.01	Property		1	50 East State Street		24,000,000	24,000,000	24,000,000
5.02	Property		1	33 West State Street		16,000,000	16,000,000	16,000,000
6	Loan	15, 16	1	Center Of Waikiki	522.58	36,750,000	36,750,000	36,750,000	6.97600%	0.02655%	6.94945%	NAP	216,607.22	NAP
7	Loan	5, 17, C	1	Timber Creek Crossing	121.30	31,625,000	31,625,000	31,625,000	6.17500%	0.02655%	6.14845%	NAP	164,997.21	NAP
8	Loan	18	1	Element Hotel Detroit	220,909.09	24,300,000	24,300,000	24,300,000	7.98000%	0.07405%	7.90595%	NAP	163,839.38	NAP
9	Loan	D	1	Appling Farms Corporate Park	81.40	24,200,000	24,200,000	24,200,000	7.05000%	0.02655%	7.02345%	NAP	144,149.65	NAP
10	Loan		1	The Haier Building	405.98	23,750,000	23,750,000	23,750,000	7.61000%	0.02655%	7.58345%	NAP	152,706.45	NAP
11	Loan		1	Seagate Shakopee	57.76	23,400,000	23,400,000	23,400,000	7.56000%	0.02655%	7.53345%	NAP	149,467.50	NAP
12	Loan	13, E	1	Coral Walk	174.94	20,250,000	20,250,000	20,250,000	7.26000%	0.02655%	7.23345%	NAP	124,214.06	NAP
13	Loan	19, 20	1	2361 Morris Avenue	300,000.00	13,500,000	13,500,000	13,500,000	6.51000%	0.02655%	6.48345%	NAP	74,254.69	NAP
14	Loan		1	Sierra Commons Shopping Center	121.65	12,750,000	12,750,000	12,750,000	6.92500%	0.02655%	6.89845%	NAP	74,600.04	NAP
15	Loan	21, 22, 23, 24, F	1	Klein Square	146.32	11,700,000	11,700,000	11,700,000	7.50000%	0.06655%	7.43345%	NAP	74,140.63	NAP
16	Loan	G	1	940 West Winona Street	165,671.64	11,100,000	11,100,000	11,100,000	6.04000%	0.02655%	6.01345%	NAP	56,645.97	NAP
17	Loan		1	Homewood Suites San Marcos	106,382.98	10,000,000	10,000,000	10,000,000	6.83000%	0.02655%	6.80345%	NAP	57,707.18	NAP
18	Loan	7	1	Westbank Village Shopping Center	85.67	8,050,000	8,050,000	8,050,000	9.04300%	0.02655%	9.01645%	NAP	61,506.01	NAP
19	Loan	H	1	Bee Safe Storage - Creekside	115.94	7,500,000	7,500,000	7,500,000	6.96400%	0.02655%	6.93745%	NAP	44,129.51	NAP
20	Loan		1	Store It All - Barnegat	50.74	5,125,000	5,125,000	5,125,000	6.77000%	0.02655%	6.74345%	NAP	29,315.12	NAP
21	Loan		1	US Storage Centers - Simi Valley, CA	78.02	4,700,000	4,700,000	4,700,000	6.50000%	0.02655%	6.47345%	NAP	25,811.92	NAP
22	Loan	I	1	Sycamore Cove	62,686.57	4,200,000	4,200,000	4,200,000	6.80000%	0.02655%	6.77345%	NAP	24,130.56	NAP
23	Loan		1	US Storage Centers - Harbor City Frampton, CA	71.51	3,400,000	3,400,000	3,400,000	6.50000%	0.02655%	6.47345%	NAP	18,672.45	NAP
24	Loan		1	US Storage Centers - Vernon, CA	44.37	1,800,000	1,800,000	1,800,000	6.50000%	0.02655%	6.47345%	NAP	9,885.42	NAP

Loan ID Number	Property Flag	Footnotes (for Loan and Property Information)	# of Properties	Property Name	Annual Debt Service (IO) ($)	Amortization Type	ARD Loan (Yes / No)	Interest Accrual Method	Original Interest-Only Period (Mos.)	Remaining Interest-Only Period (Mos.)	Original Term To Maturity / ARD (Mos.)	Remaining Term To Maturity / ARD (Mos.)	Original Amortization Term (Mos.)	Remaining Amortization Term (Mos.)	Origination Date
1	Loan	5, 8, 9, A	1	Tysons Corner Center	3,446,521.68	Interest Only	No	Actual/360	60	58	60	58	0	0	12/4/2023
2	Loan	5, 10	1	11755 Wilshire	3,667,601.16	Interest Only	No	Actual/360	60	60	60	60	0	0	1/17/2024
3	Loan	5, 11, 12	1	Nvidia Santa Clara	3,485,808.48	Interest Only	No	Actual/360	60	58	60	58	0	0	11/9/2023
4	Loan	13, B	1	Sun Center Plaza	3,356,732.64	Interest Only	No	Actual/360	60	58	60	58	0	0	11/14/2023
5	Loan	5, 6, 14	2	33 West State Street and 50 East State Street	2,980,833.36	Interest Only	No	Actual/360	60	60	60	60	0	0	1/17/2024
5.01	Property		1	50 East State Street
5.02	Property		1	33 West State Street
6	Loan	15, 16	1	Center Of Waikiki	2,599,286.64	Interest Only	No	Actual/360	60	58	60	58	0	0	12/7/2023
7	Loan	5, 17, C	1	Timber Creek Crossing	1,979,966.52	Interest Only	No	Actual/360	60	60	60	60	0	0	1/19/2024
8	Loan	18	1	Element Hotel Detroit	1,966,072.56	Interest Only	No	Actual/360	60	60	60	60	0	0	1/9/2024
9	Loan	D	1	Appling Farms Corporate Park	1,729,795.80	Interest Only	No	Actual/360	60	59	60	59	0	0	12/18/2023
10	Loan		1	The Haier Building	1,832,477.40	Interest Only	No	Actual/360	60	59	60	59	0	0	12/20/2023
11	Loan		1	Seagate Shakopee	1,793,610.00	Interest Only	No	Actual/360	60	59	60	59	0	0	12/27/2023
12	Loan	13, E	1	Coral Walk	1,490,568.72	Interest Only	No	Actual/360	60	58	60	58	0	0	11/14/2023
13	Loan	19, 20	1	2361 Morris Avenue	891,056.28	Interest Only	No	Actual/360	60	60	60	60	0	0	1/23/2024
14	Loan		1	Sierra Commons Shopping Center	895,200.48	Interest Only	No	Actual/360	60	59	60	59	0	0	12/22/2023
15	Loan	21, 22, 23, 24, F	1	Klein Square	889,687.56	Interest Only	No	Actual/360	60	60	60	60	0	0	1/19/2024
16	Loan	G	1	940 West Winona Street	679,751.64	Interest Only	No	Actual/360	60	59	60	59	0	0	12/27/2023
17	Loan		1	Homewood Suites San Marcos	692,486.16	Interest Only	No	Actual/360	60	58	60	58	0	0	12/1/2023
18	Loan	7	1	Westbank Village Shopping Center	738,072.12	Interest Only	No	Actual/360	60	57	60	57	0	0	11/1/2023
19	Loan	H	1	Bee Safe Storage - Creekside	529,554.12	Interest Only	No	Actual/360	60	60	60	60	0	0	1/12/2024
20	Loan		1	Store It All - Barnegat	351,781.44	Interest Only	No	Actual/360	60	59	60	59	0	0	12/20/2023
21	Loan		1	US Storage Centers - Simi Valley, CA	309,743.04	Interest Only	No	Actual/360	60	59	60	59	0	0	12/15/2023
22	Loan	I	1	Sycamore Cove	289,566.72	Interest Only	No	Actual/360	60	59	60	59	0	0	12/15/2023
23	Loan		1	US Storage Centers - Harbor City Frampton, CA	224,069.40	Interest Only	No	Actual/360	60	59	60	59	0	0	12/15/2023
24	Loan		1	US Storage Centers - Vernon, CA	118,625.04	Interest Only	No	Actual/360	60	59	60	59	0	0	12/15/2023

Loan ID Number	Property Flag	Footnotes (for Loan and Property Information)	# of Properties	Property Name	Seasoning (Mos.)	Payment Due Date	First Payment Date	First P&I Payment Date	Maturity Date or Anticipated Repayment Date	Final Maturity Date	Grace Period to Late Charge (Days)	Grace Period to Default (Days)	Prepayment Provisions (No. of Payments)	Most Recent EGI ($)
1	Loan	5, 8, 9, A	1	Tysons Corner Center	2	6	1/6/2024	NAP	12/6/2028	NAP	5	0	L(26),DorYM1(27),O(7)	129,617,825
2	Loan	5, 10	1	11755 Wilshire	0	11	3/11/2024	NAP	2/11/2029	NAP	0	0	L(24),D(29),O(7)	13,546,661
3	Loan	5, 11, 12	1	Nvidia Santa Clara	2	1	1/1/2024	NAP	12/1/2028	NAP	0	0	L(26),D(27),O(7)	20,525,326
4	Loan	13, B	1	Sun Center Plaza	2	1	1/1/2024	NAP	12/1/2028	NAP	0	5	L(24),YM1(32),O(4)	6,925,964
5	Loan	5, 6, 14	2	33 West State Street and 50 East State Street	0	6	3/6/2024	NAP	2/6/2029	NAP	0	0	L(24),D(29),O(7)	20,327,117
5.01	Property		1	50 East State Street										12,499,523
5.02	Property		1	33 West State Street										7,827,594
6	Loan	15, 16	1	Center Of Waikiki	2	11	1/11/2024	NAP	12/11/2028	NAP	0	0	L(26),D(27),O(7)	9,285,400
7	Loan	5, 17, C	1	Timber Creek Crossing	0	11	3/11/2024	NAP	2/11/2029	NAP	5	0	L(24),DorYM3(29),O(7)	6,830,863
8	Loan	18	1	Element Hotel Detroit	0	1	3/1/2024	NAP	2/1/2029	NAP	0	5	L(24),D(31),O(5)	9,263,054
9	Loan	D	1	Appling Farms Corporate Park	1	1	2/1/2024	NAP	1/1/2029	NAP	5	5	L(23),YM1(30),O(7)	3,593,761
10	Loan		1	The Haier Building	1	1	2/1/2024	NAP	1/1/2029	NAP	5	4	L(25),D(28),O(7)	4,205,501
11	Loan		1	Seagate Shakopee	1	11	2/11/2024	NAP	1/11/2029	NAP	0	0	L(25),D(31),O(4)	NAV
12	Loan	13, E	1	Coral Walk	2	1	1/1/2024	NAP	12/1/2028	NAP	0	5	L(24),YM1(32),O(4)	2,797,471
13	Loan	19, 20	1	2361 Morris Avenue	0	1	3/1/2024	NAP	2/1/2029	NAP	5	5	L(24),D(32),O(4)	NAV
14	Loan		1	Sierra Commons Shopping Center	1	1	2/1/2024	NAP	1/1/2029	NAP	5	4	L(25),D(28),O(7)	2,762,479
15	Loan	21, 22, 23, 24, F	1	Klein Square	0	1	3/1/2024	NAP	2/1/2029	NAP	0	0	L(25),YM1(32),O(3)	1,203,555
16	Loan	G	1	940 West Winona Street	1	1	2/1/2024	NAP	1/1/2029	NAP	5	5	L(23),YM1(30),O(7)	1,218,875
17	Loan		1	Homewood Suites San Marcos	2	1	1/1/2024	NAP	12/1/2028	NAP	5	5	L(26),D(29),O(5)	3,767,972
18	Loan	7	1	Westbank Village Shopping Center	3	1	12/1/2023	NAP	11/1/2028	NAP	5	4	L(27),D(27),O(6)	1,501,740
19	Loan	H	1	Bee Safe Storage - Creekside	0	11	3/11/2024	NAP	2/11/2029	NAP	0	0	L(24),YM1(29),O(7)	1,042,486
20	Loan		1	Store It All - Barnegat	1	1	2/1/2024	NAP	1/1/2029	NAP	5	5	L(25),D(30),O(5)	1,805,577
21	Loan		1	US Storage Centers - Simi Valley, CA	1	1	2/1/2024	NAP	1/1/2029	NAP	5	4	L(25),D(28),O(7)	1,651,630
22	Loan	I	1	Sycamore Cove	1	1	2/1/2024	NAP	1/1/2029	NAP	5	5	L(11),YM1(42),O(7)	567,578
23	Loan		1	US Storage Centers - Harbor City Frampton, CA	1	1	2/1/2024	NAP	1/1/2029	NAP	5	4	L(25),D(28),O(7)	1,386,066
24	Loan		1	US Storage Centers - Vernon, CA	1	1	2/1/2024	NAP	1/1/2029	NAP	5	4	L(25),D(28),O(7)	1,140,862

Loan ID Number	Property Flag	Footnotes (for Loan and Property Information)	# of Properties	Property Name	Most Recent Expenses ($)	Most Recent NOI ($)	Most Recent NOI Date	Most Recent Description	Second Most Recent EGI ($)	Second Most Recent Expenses ($)	Second Most Recent NOI ($)	Second Most Recent NOI Date	Second Most Recent Description	Third Most Recent EGI ($)
1	Loan	5, 8, 9, A	1	Tysons Corner Center	44,086,503	85,531,322	9/30/2023	T-12	127,448,218	42,843,235	84,604,983	12/31/2022	T-12	126,677,910
2	Loan	5, 10	1	11755 Wilshire	5,680,514	7,866,147	10/31/2023	T-12	14,918,322	7,223,595	7,694,727	12/31/2022	T-12	14,215,892
3	Loan	5, 11, 12	1	Nvidia Santa Clara	3,611,603	16,913,723	12/31/2022	T-12	21,443,985	4,189,315	17,254,670	12/31/2021	T-12	19,730,863
4	Loan	13, B	1	Sun Center Plaza	2,044,680	4,881,284	6/30/2023	T-12	7,343,217	3,117,358	4,225,858	12/31/2022	T-12	NAV
5	Loan	5, 6, 14	2	33 West State Street and 50 East State Street	7,050,913	13,276,204	10/31/2023	T-12	16,303,864	7,174,141	9,129,723	12/31/2022	T-12	15,798,379
5.01	Property		1	50 East State Street	4,572,653	7,926,869	10/31/2023	T-12	10,059,084	4,745,118	5,313,967	12/31/2022	T-12	9,709,008
5.02	Property		1	33 West State Street	2,478,260	5,349,334	10/31/2023	T-12	6,244,779	2,429,023	3,815,757	12/31/2022	T-12	6,089,371
6	Loan	15, 16	1	Center Of Waikiki	3,319,189	5,966,211	9/30/2023	T-12	8,727,148	3,272,795	5,454,353	12/31/2022	T-12	8,770,060
7	Loan	5, 17, C	1	Timber Creek Crossing	896,206	5,934,657	11/30/2023	T-12	6,620,053	1,040,752	5,579,301	12/31/2022	T-12	5,969,331
8	Loan	18	1	Element Hotel Detroit	5,613,814	3,649,240	10/31/2023	T-12	8,777,540	4,753,505	4,024,035	12/31/2022	T-12	5,288,510
9	Loan	D	1	Appling Farms Corporate Park	1,028,191	2,565,570	9/30/2023	T-9 Annualized	2,911,499	1,000,326	1,911,172	12/31/2022	T-12	2,359,293
10	Loan		1	The Haier Building	1,883,095	2,322,406	9/30/2023	T-12	4,153,661	1,714,792	2,438,869	12/31/2022	T-12	4,853,969
11	Loan		1	Seagate Shakopee	NAV	NAV	NAV	NAV	NAV	NAV	NAV	NAV	NAV	NAV
12	Loan	13, E	1	Coral Walk	747,083	2,050,388	6/30/2023	T-12	2,562,910	737,757	1,825,153	12/31/2022	T-12	2,413,736
13	Loan	19, 20	1	2361 Morris Avenue	NAV	NAV	NAV	NAV	NAV	NAV	NAV	NAV	NAV	NAV
14	Loan		1	Sierra Commons Shopping Center	849,260	1,913,218	10/31/2023	T-12	2,579,910	817,227	1,762,684	12/31/2022	T-12	2,538,065
15	Loan	21, 22, 23, 24, F	1	Klein Square	420,219	783,336	10/31/2023	T-12	1,341,299	366,233	975,066	12/31/2022	T-12	1,375,204
16	Loan	G	1	940 West Winona Street	279,207	939,668	10/31/2023	T-12	1,141,584	246,038	895,546	12/31/2022	T-12	1,057,990
17	Loan		1	Homewood Suites San Marcos	2,260,807	1,507,165	8/31/2023	T-12	3,729,523	2,126,935	1,602,587	12/31/2022	T-12	3,169,333
18	Loan	7	1	Westbank Village Shopping Center	475,103	1,026,637	6/30/2023	T-12	1,522,815	467,971	1,054,844	12/31/2022	T-12	809,053
19	Loan	H	1	Bee Safe Storage - Creekside	338,351	704,135	10/31/2023	T-12	1,002,713	337,157	665,556	12/31/2022	T-12	803,934
20	Loan		1	Store It All - Barnegat	333,506	1,472,071	10/31/2023	T-12	1,902,460	346,012	1,556,448	12/31/2022	T-12	1,706,200
21	Loan		1	US Storage Centers - Simi Valley, CA	436,609	1,215,021	10/31/2023	T-12	1,711,861	427,749	1,284,112	12/31/2022	T-12	1,509,678
22	Loan	I	1	Sycamore Cove	189,494	378,084	10/31/2023	T-12	444,524	189,365	255,159	12/31/2022	T-12	419,636
23	Loan		1	US Storage Centers - Harbor City Frampton, CA	366,427	1,019,639	10/31/2023	T-12	1,339,649	332,668	1,006,980	12/31/2022	T-12	1,194,561
24	Loan		1	US Storage Centers - Vernon, CA	317,482	823,380	10/31/2023	T-12	1,107,258	299,944	807,314	12/31/2022	T-12	925,000

		FREE WRITING PROSPECTUS
		FILED PURSUANT TO RULE 433
		REGISTRATION FILE NO.: 333-259741-07

(1)	MSBNA—Morgan Stanley Bank, N.A.; BANA—Bank of America, National Association; MSMCH—Morgan Stanley Mortgage Capital Holdings LLC; WFB—Wells Fargo Bank, National Association; JPMCB—JPMorgan Chase Bank, National Association.

(2)	Certain tenants may not be in occupancy or may be in free rent periods. See "Description of the Mortgage Pool—Tenant Issues—Lease Expirations and Terminations—Other” in this prospectus for information regarding the 5 largest tenants at mortgaged properties securing the 15 largest Mortgage Loans and tenants that occupy 50% or more of the net rentable area at their respective mortgaged properties which are not in occupancy or are in free rent periods.

(3)	The Administrative Fee Rate includes the master servicing fee rate, operating advisor fee rate, certificate administrator/trustee fee rate, asset representations reviewer fee rate, primary or sub-servicing servicing fee rate, CREFC® license fee rate and, with respect to any non-serviced Mortgage Loan, pari passu loan primary servicing fee rate, in each case applicable to the related Mortgage Loan.

(4)	Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease. See "Description of the Mortgage Pool—Tenant Issues—Lease Expirations and Terminations—Terminations” for information regarding certain lease termination options affecting the 5 largest tenants at mortgaged properties securing the 15 largest Mortgage Loans and tenants that occupy 50% or more of the net rentable area at their respective mortgaged properties.

(5)	With respect to Mortgage Loan No. 1, Tysons Corner Center, Mortgage Loan No. 2, 11755 Wilshire, Mortgage Loan No. 3, Nvidia Santa Clara, Mortgage Loan No. 5, 33 West State Street and 50 East State Street and Mortgage Loan No. 7, Timber Creek Crossing, such Mortgage Loans are part of a whole loan related to the Issuing Entity. For purposes of the statistical information set forth in this prospectus as to such Mortgage Loans, all LTV, DSCR, Debt Yield and Loan Per Unit ($) calculations are in each case based on the subject Mortgage Loan together with any related Pari Passu Companion Loan, but (unless otherwise indicated) without regard to any related Subordinate Companion Loan(s). For further information, see “Description of the Mortgage Pool—The Whole Loans—General”, “—The Serviced Pari Passu Whole Loans”, “—The Non-Serviced Pari Passu Whole Loans”, and “Pooling and Servicing Agreement” or “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans,” as applicable, in this prospectus.

(6)	With respect to Mortgage Loan No. 5, 33 West State Street and 50 East State Street, such Mortgage Loan is secured by multiple properties. For purposes of the statistical information set forth in this prospectus as to such Mortgage Loans, all LTV, DSCR, Debt Yield and Loan Per Unit ($) calculations are shown on an aggregate basis, and a portion of the Cut-off Date Balance has been allocated to each Mortgaged Property based on the respective Appraised Values and/or Underwritten NCF, among other methods.

(7)	With respect to Mortgage Loan No. 18, Westbank Village Shopping Center, the related loan documents permit a partial collateral release subject to LTV, DSCR and/or Debt Yield tests, or other release conditions in connection with a partial defeasance, partial prepayment or partial assumption of the related Mortgage Loan or substitution of a Mortgaged Property. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Defeasance” and “—Releases; Partial Releases; Property Additions” in this prospectus.

(8)	With respect to Mortgage Loan No. 1, Tysons Corner Center, the related loan documents permit an outparcel or other release without prepayment or defeasance. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Releases; Partial Releases; Property Additions” in this prospectus.

(9)	With respect to Mortgage Loan No. 1, Tysons Corner Center, the fee interest Mortgaged Property is subject to an affiliate ground lease between Tysons Corner Property Holdings LLC (the “Fee Borrower”), as landlord, and Tysons Corner Holdings LLC (the “Leasehold Borrower”), as ground lessee. The Mortgage is a fee and leasehold mortgage which encumbers each of the fee estate owned by Fee Borrower and the leasehold estate owned by Leasehold Borrower. The term of the ground lease commenced on November 26, 1962, and terminates on August 31, 2035. The ground lease does not provide for any further extension options. The annual base rent for the ground lease may never be less than an amount equal to 6% of the product of $1.00 times the total number of square feet in the total area of the Mortgaged Property. The annual ground rent under the ground lease is currently $1,565,412.

(10)	With respect to Mortgage Loan No. 2, 11755 Wilshire, the loan documents require an upfront deposit of $3,000,000 for tenant improvements and leasing commissions (“TI/LCs”) incurred solely in connection with the Kinetic space. The loan documents require ongoing monthly deposits of $70,300 for TI/LCs. Any amount remaining of the initial $3,000,000 deposit may be used for TI/LCs that may be incurred at the property upon the borrower delivering evidence satisfactory to the lender that (i) the entire Kinetic space has either (A) been re-leased to Kinetic or (B) leased to one or more replacement tenants and (ii) all TI/LCs incurred in connection with the Kinetic space have been paid. In the event the Kinetic space is (i) partially renewed by Kinetic or


	(ii) partially re-tenanted, the lender is required to retain TI/LC reserve funds equal to $75.00 PSF of the Kinetic space not partially renewed or re-tenanted.

(11)	With respect to Mortgage Loan No. 3, Nvidia Santa Clara, the Appraised Value of $313,247,393 represents the “as-if-funded” appraised value based on the hypothetical assumption that the cost of the outstanding tenant improvement allowances have been fully escrowed and will be available to fund such tenant improvements. Upon origination of the Nvidia Santa Clara Whole Loan, $8,146,892.50 was reserved to fund all outstanding tenant improvements. Based on the “as-is” appraised value of $305,100,000, the Nvidia Santa Clara Whole Loan results in a Cut-off Date LTV Ratio and LTV Ratio at Maturity of 42.6% and the Nvidia Santa Clara Total Debt results in a Cut-off Date LTV Ratio and LTV Ratio at Maturity of 59.2%

(12)	With respect to Mortgage Loan No. 3, Nvidia Santa Clara, the Loan Payoff amount is shown net of existing debt attributable to 2890 Scott Boulevard, a 75,000 square foot, non-collateral office building. The total Loan Payoff amount, including amounts attributable to 2890 Scott Boulevard, is $189,348,589. The existing debt was allocated amongst the Nvidia Santa Clara Properties and 2890 Scott Boulevard (non-collateral) based on net rentable area, and the assumed Loan Payoff amount for 2890 Scott Boulevard was excluded from the Loan Payoff amount as presented. In connection with the origination of the Nvidia Santa Clara Whole Loan, the borrower sponsors invested a total of $17,912,200 of fresh equity to retire the existing loan (inclusive of the non-collateral 2890 Scott Boulevard parcel), fund upfront reserves and pay closing costs.

(13)	With respect to Mortgage Loan No. 4, Sun Center Plaza, and Mortgage Loan No. 12, Coral Walk, on no more than three occasions during the term of the Mortgage Loan, and no more than once in any twelve month period, the borrower will have a grace period of three days following notice to borrower that any such payment is due.

(14)	With respect to Mortgage Loan. No. 5, 33 West State Street and 50 East State Street, the largest tenant at the 33 West State Street Mortgaged Property (State of NJ / OMB) and the largest tenant at the 50 East State Street Mortgaged Property (State of NJ Human Services) are affiliated.

(15)	With respect to Mortgage Loan No. 6, Center of Waikiki, Underwritten EGI includes $2,421,401 (22.8%) of income generated from kiosk leases at Duke’s Lane Marketplace; however, there is no square footage attributed to the kiosks.

(16)	With respect to Mortgage Loan No. 6, Center of Waikiki, 15,543 SF was previously leased to an IMAX theater, which has been vacant since 2003. Excluding this space, the occupancy of the property would be 85.7%.

(17)	With respect to Mortgage Loan No. 7, Timber Creek Crossing, four tenants totaling 325,822 SF (68.7% of NRA; 55.1% of underwritten base rent) own their improvements and ground lease the underlying land from the borrowers.

(18)	With respect to Mortgage Loan No. 8, Element Hotel Detroit, the Mortgage Loan is subject to a New Markets Tax Credit arrangement pursuant to which the prior owner of the Element Hotel Detroit Property, an affiliate of the borrower, received two qualified low-income community investment loans (“QLICI Loans”). At origination, one of such QLICI Loans was repaid in full and the other was partially repaid, resulting in a remaining QLICI Loan amount of approximately $1.4 million. The QLICI Loan is secured by the equity interests in the borrower held by the borrower’s sole member. The lender under the QLICI Loan has entered into a subordination and standstill agreement with the lender under the Element Hotel Detroit Mortgage Loan. See “Description of the Mortgage Pool—Additional Indebtedness—Other Unsecured Indebtedness” in the prospectus.

(19)	With respect to Mortgage Loan No. 13, 2361 Morris Avenue, the related Mortgaged Property is currently 82.2% leased as of January 16, 2024. There are currently 8 vacant units: 1 market rate unit and 7 affordable units. Tenants have been identified for the 7 vacant affordable units and the borrower is expected to execute direct leases with the tenants if and when their CityFHEPS vouchers are approved. If these leases are executed, occupancy would increase to 97.8%. The 2361 Morris Avenue Mortgage Loan was underwritten assuming 95.0% occupancy, and that the vacant units that are assumed to be occupied are leased at rents that were approved by the New York City Department of Housing Preservation and Development in January 2023. Based on such assumptions, Underwritten Net Operating Income was $1,399,301, Underwritten Net Cash Flow was $1,388,051, U/W NOI DSCR was 1.57x, U/W NCF DSCR was 1.56x, U/W NOI Debt Yield was 10.4% and U/W NCF Debt Yield was 10.3%. Without such assumptions, in place net operating income would be $1,205,624, in place net cash flow would be $1,194,374, in place NOI DSCR would be 1.35x, in place NCF DSCR would be 1.34x, in place NOI Debt Yield would be 8.9%, and in place NCF Debt Yield would be 8.8%. At origination, $1,884,000 was deposited in a Holdback Funds Reserve with the lender. Funds in the Holdback Funds Reserve are required to be disbursed to the borrower if on or prior to January 23, 2025, the borrower satisfies the following conditions, among others; (i) no event of default is continuing, (ii) the borrower has submitted to the lender evidence to the lender’s satisfaction that at least 95% of the residential apartments at the 2361 Morris Avenue Property (including both affordable units and any market rate units) are tenanted pursuant to executed leases with tenants that are in occupancy and pursuant to which the term of each lease covered by any prepaid rents has expired, and (iii) after giving effect to the disbursement of the Holdback Funds Reserve the debt yield of the 2361 Morris Avenue Mortgage Loan, as determined by the lender, would be 10.3%. If the Holdback Funds Reserve has not been disbursed by the lender by January 23, 2025, the lender is required to apply the funds in such reserve to prepay the 2361 Morris Avenue Mortgage Loan, and the borrower is required to pay a prepayment fee equal to the greater of (i) 1.00% of the amount prepaid and (ii) a yield maintenance premium. In addition, the 2361 Morris Avenue Mortgage Loan was underwritten assuming a 421-a exemption, which the borrower is in the process of


	applying for, would be granted. Based on estimated unabated taxes, in place NOI DSCR would be 1.14x, in place NCF DSCR would be 1.13x, in place NOI Debt Yield would be 7.6% and in place NCF Debt Yield would be 7.5%.

(20)	With respect to Mortgage Loan No. 13, 2361 Morris Avenue, the borrower is in the process of applying for a 421-a tax exemption, which has not been approved. The appraisal calculates the net present value of such 421-a exemption to be $4,893,196, and adds such value to the capitalized value set forth in the appraisal. If such net present value were to be subtracted from the appraised value, the appraised value would be $17,206,804, which would result in a Cut-off Date LTV Ratio and Maturity Date LTV Ratio of 78.5%. There can be no assurance that a 421-a exemption will be approved, or of what the appraised value or actual value of the 2361 Morris Avenue Property would be if the exemption were not approved. In addition, the appraised value includes the present value of overage rent (above market rent) obtained from the CityFHEPs program to be $923,144. If such present value were also deducted, the appraised value would be $16,283,660, which would result in a Cut-off Date LTV Ratio and Maturity Date LTV Ratio of 82.9%. There can be no assurance as to what the appraised value or actual value of the 2361 Morris Avenue Property would be if it were not rented pursuant to the CityFHEPs program. The appraisal assumes occupancy of 96.5%, while occupancy as of January 16, 2024 was 82.2%. There are currently 8 vacant units: 1 market rate unit and 7 affordable units. Tenants have been identified for the 7 vacant affordable units and the borrower is expected to execute direct leases with the tenants if and when their CityFHEPS vouchers are approved. If these leases are executed, occupancy would increase to 97.8%.

(21)	With respect to Mortgage Loan No. 15, Klein Square, Underwritten NCF assumes Wag N Wash executes its lease at a contractual rental rate equal to $30.00 PSF. PetCo is currently in occupancy of the space at a contractual rental rate equal to $15.00 PSF. In connection with the yet to be executed Wag N Wash lease, the borrower was required at origination to deposit $640,000 into the Accretive Leasing Reserve account. Proceeds of the Mortgage Loan associated with the Accretive Leasing Reserve are to be held back from the sponsor until such time the borrower has achieved certain conditions as outlined herein.

(22)	With respect to Mortgage Loan No. 15, Klein Square, the Appraised Value of $18,390,000 represents the “as-if-funded” appraised value based on the hypothetical assumptions that (i) Wag N Wash executes a lease for the space currently occupied by PetCo on the terms set forth in the negotiated letter of intent and (ii) the cost of the outstanding tenant improvement and free rent allowances have been fully escrowed and will be available to fund such tenant improvements. At loan origination, $640,000 was reserved to fund the anticipated tenant improvement allowance and free rent set forth in Wag N Wash’s negotiated letter of intent . Based on the “as-is” appraised value of $18,160,000 (which assumes the PetCo lease remains in place), the resulting Cut-off Date LTV Ratio and Maturity Date LTV Ratio would be 60.9% (assuming the Accretive Leasing Reserve is applied to reduce the outstanding Mortgage Loan balance resulting in a net Mortgage Loan balance of $11,060,000).

(23)	With respect to Mortgage Loan No. 15, Klein Square, the related Mortgage Loan documents permit the lender to establish subaccounts within the free rent reserve account to segregate the amounts on deposit resulting from the initial free rent reserve deposit from amounts that the borrower may choose to deposit in connection with the satisfaction of certain replacement leasing criteria with respect to the Largest Tenant, Ross Dress for Less.

(24)	With respect to Mortgage Loan No. 15, Klein Square, provided no event of default has occurred and is continuing, upon (i) the lender’s receipt of a fully executed NNN lease for the PetCo space (5,043 SF) with (a) a term of at least 10 years, (b) contractual base rent equal to $30.00 PSF and a tenant improvement allowance equal to or less than the stated base rent and (c) a tenant acceptable to the lender; (ii) achievement of a debt service coverage ratio as determined by the lender of at least 1.36x and (iii) the lender’s receipt of an estoppel which confirms, among other things, (a) the lease is in full force and effect, (b) there is no default under such lease, (c) the tenant is paying full contractual rent (unless an amount equal to any free rent or gap rent has been transferred from the Accretive Leasing Reserve account to the free rent reserve account (as described herein)), (d) there are no outstanding tenant improvements, landlord obligations or leasing commissions relating to such lease (unless an amount equal to any tenant improvements, landlord obligations and leasing commissions have been transferred from the Accretive Leasing Reserve account to the outstanding tenant improvement reserve account (as described herein)) and (e) the tenant has no unexpired termination options remaining, the lender will be required to (1) first, transfer an amount equal to any free rent credit, gap rent, tenant improvement, leasing commission and/or landlord obligations from the Accretive Leasing Reserve account to each of the free rent reserve account and outstanding tenant improvement reserve account, and (2) second, disburse any remaining Accretive Leasing Reserve funds to the lockbox account. Assuming a scenario in which (i) PetCo remains in occupancy of the space at a contractual rental rate of $15.00 PSF and (ii) the accretive leasing reserve is applied to reduce the outstanding Mortgage Loan balance (resulting in a net Mortgage Loan balance of $11.06 million), the resulting Underwritten NOI Debt Yield and Underwritten NOI Debt Yield at Maturity would be 11.3% and 11.3%, respectively. Based on the current outstanding Mortgage Loan balance of $11.7 million, assuming PetCo remains in occupancy, the resulting Underwritten NCF DSCR (x) would be 1.28x. See “Description of the Mortgage Pool—Tenant Issues—Other” for further information


A.	“Yield Maintenance Premium” shall mean, with respect to any Note or Note Component, an amount equal to the greater of the following two amounts: (a) an amount equal to 1% of the amount prepaid; or (b) an amount equal to (i) the amount, if any, by which (x) the sum of the present values as of the prepayment date of all unpaid principal and interest payments on such Note or Note Component required hereunder to the Open Prepayment Date (including the balloon payment assuming the outstanding principal balance of the Loan is due on the Open Prepayment Date), calculated by discounting such payments from the respective dates each such payment was due hereunder (or, with respect to the payment required on the Maturity Date (assuming the outstanding principal balance of the Loan is due on the Open Prepayment Date), from the Open Prepayment Date)


	back to the prepayment date at a discount rate equal to the Periodic Treasury Yield (defined below) exceeds (y) the outstanding principal balance of such Note or Note Component as of the prepayment date, multiplied by (ii) a fraction whose numerator is the amount prepaid and whose denominator is the outstanding principal balance of such Note or Note Component as of the prepayment date. For purposes of the foregoing, “Periodic Treasury Yield” shall mean the arithmetic mean of the rates published as “Treasury Constant Maturities” as of 5:00 p.m., New York time, for the date on which a prepayment subject to Yield Maintenance Premium is made, as shown on the USD screen of Reuters (or such other page as may replace that page on that service, or such other page or replacement therefor on any successor service), or if such service is not available, the Bloomberg Service (or any successor service), or if neither Reuters nor the Bloomberg Service is available, under Section 504 in the weekly statistical release designated H.15(519) (or any successor publication) published by the Board of Governors of the Federal Reserve System, for “On the Run” U.S. Treasury obligations corresponding to the Open Prepayment Date. If no such maturity shall so exactly correspond, yields for the two most closely corresponding published maturities shall be calculated pursuant to the foregoing sentence and the Periodic Treasury Yield shall be interpolated or extrapolated (as applicable) from such yields on a straight-line basis (rounding, in the case of relevant periods, to the nearest month). Lender’s calculation of the Yield Maintenance Premium, and all component calculations, shall be conclusive and binding on Borrower absent manifest error.

B.	“Yield Maintenance Premium” shall mean an amount equal to the greater of (i) one percent (1%) of the principal amount of the Loan being prepaid and (ii) an amount equal to the present value as of the Prepayment Date of the Calculated Payments from the Prepayment Date through the Open Date determined by discounting such payments at the Discount Rate. As used in this definition, the term “Prepayment Date” shall mean the date on which prepayment is made. As used in this definition, the term “Calculated Payments” shall mean the monthly payments of interest only which would be due based on the principal amount of the Loan being prepaid on the Prepayment Date and assuming an interest rate per annum equal to the difference (if such difference is greater than zero) between (y) the Interest Rate and (z) the Yield Maintenance Treasury Rate. As used in this definition, the term “Discount Rate” shall mean the rate which, when compounded monthly, is equivalent to the Yield Maintenance Treasury Rate, when compounded semi-annually. As used in this definition, the term “Yield Maintenance Treasury Rate” shall mean the yield calculated by Lender by the linear interpolation of the yields, as reported in the Federal Reserve Statistical Release H.15-Selected Interest Rates under the heading U.S. Government Securities/Treasury Constant Maturities for the week ending prior to the Prepayment Date, of U.S. Treasury Constant Maturities with maturity dates (one longer or one shorter) most nearly approximating the Open Date. In the event Release H.15 is no longer published, Lender shall select a comparable publication (in its reasonable determination) to determine the Yield Maintenance Treasury Rate. In no event, however, shall Lender be required to reinvest any prepayment proceeds in U.S. Treasury obligations or otherwise. Notwithstanding anything contained herein, the Loan may be prepaid without payment of the Yield Maintenance Premium from and after the Open Date.

C.	“Yield Maintenance Premium” shall mean an amount equal to the greater of the following two amounts: (a) an amount equal to 3% of the amount prepaid; or (b) an amount equal to (i) the amount, if any, by which the sum of the present values as of the prepayment date of all unpaid principal and interest payments required hereunder, calculated by discounting such payments from the respective dates each such payment was due hereunder (or, with respect to the payment required on the Open Period Start Date (assuming the outstanding principal balance of the Loan is due on the Open Period Start Date), from the Open Period Start Date) back to the prepayment date at a discount rate equal to the Periodic Treasury Yield (defined below) exceeds the outstanding principal balance of the Loan as of the prepayment date, multiplied by (ii) a fraction whose numerator is the amount prepaid and whose denominator is the outstanding principal balance of the Loan as of the prepayment date. For the avoidance of doubt, when calculating the Yield Maintenance Premium under this definition, no portion of the Yield Maintenance Premium shall be included as part of the Loan being prepaid (notwithstanding anything in Section 2.7(c) to the contrary). For purposes of the foregoing, “Periodic Treasury Yield” shall mean the rate which, when compounded monthly, is equivalent to the Yield Maintenance Treasury Rate, when compounded semi-annually. As used in this definition, the term “Yield Maintenance Treasury Rate” shall mean the yield calculated by Lender by the linear interpolation of the yields, as reported in the Federal Reserve Statistical Release H.15-Selected Interest Rates under the heading U.S. Government Securities/Treasury Constant Maturities for the week ending prior to the prepayment date, of U.S. Treasury Constant Maturities with maturity dates (one longer or one shorter) most nearly approximating the Open Period Start Date. In the event Release H.15 is no longer published, Lender shall select a comparable publication to determine the Yield Maintenance Treasury Rate. Lender’s calculation of the Yield Maintenance Premium, and all component calculations, shall be conclusive and binding on Borrower absent manifest error. August 11, 2028 (the “Open Period Start Date”), (a) Voluntary Prepayments. Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. Borrower may, at its option and upon twenty (20) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion) (a “Prepayment Notice”), prepay the Debt in whole only on any Business Day after the Prepayment Lockout Release Date, provided, that if such payment is made prior to August 11, 2028 (the “Open Period Start Date”), such payment must be accompanied by the payment of the Yield Maintenance Premium or any other prepayment fee or penalty (and, for the avoidance of doubt, any prepayment made on or after the Open Period Start Date shall not require the payment of the Yield Maintenance Premium or any other prepayment fee or penalty). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon, if any, between the date of such prepayment to the Monthly Payment Date next occurring after the date of such prepayment (such amounts, the “Interest Shortfall”). The Prepayment Notice must specify the Business Day on which such prepayment is to be made (and such notice may be revoked or postponed by Borrower at any time prior to the date specified in the Prepayment Notice, subject to Borrower’s payment of any actual out-of-pocket fees and expenses incurred by Lender as a result of such revocation). Borrower hereby agrees that, in the event Borrower delivers a Prepayment Notice and fails to prepay the Loan in accordance with the Prepayment Notice (and Borrower did not previously revoke or postpone the applicable Prepayment Notice) and the terms of this Section 2.7


	(a “Prepayment Failure”), Borrower shall indemnify Lender from and against, and shall be responsible for, all Losses and breakage costs actually incurred by Lender with respect to any such Prepayment Failure.

D.	"Yield Maintenance Premium" shall mean an amount equal to the greater of: (x) one percent (1%) of the principal amount of this Note being prepaid or (y) the present value as of the Prepayment Date (defined below) of the Calculated Payments (defined below) from the Prepayment Date through the first Business Day of the Open Period (defined below) determined by discounting such payments at the Discount Rate (defined below). As used in this definition, the term "Prepayment Date" shall mean the date on which prepayment is made. As used in this definition, the term "Calculated Payments" shall mean the monthly payments of interest only which would be due based on the principal amount of this Note being prepaid on the Prepayment Date and assuming an interest rate per annum equal to the difference (if such difference is greater than zero) between (1) the Applicable Interest Rate and (2) the Yield Maintenance Treasury Rate (defined below). As used in this definition, the term "Discount Rate" shall mean the rate which, when compounded monthly, is equivalent to the Yield Maintenance Treasury Rate, when compounded semi-annually. As used in this definition, the term "Yield Maintenance Treasury Rate" shall mean the yield calculated by Lender by the linear interpolation of the yields, as reported in the Federal Reserve Statistical Release H.15-Selected Interest Rates under the heading U.S. Government Securities/Treasury Constant Maturities for the week ending prior to the Prepayment Date, of U.S. Treasury Constant Maturities with maturity dates (one longer or one shorter) most nearly approximating the Maturity Date. In the event Release H.15 is no longer published, Lender shall select a comparable publication to determine the Yield Maintenance Treasury Rate. In no event, however, shall Lender be required to reinvest any prepayment proceeds in U.S. Treasury obligations or otherwise.

E.	“Yield Maintenance Premium” shall mean an amount equal to the greater of (i) one percent (1%) of the principal amount of the Loan being prepaid and (ii) an amount equal to the present value as of the Prepayment Date of the Calculated Payments from the Prepayment Date through the Open Date determined by discounting such payments at the Discount Rate. As used in this definition, the term “Prepayment Date” shall mean the date on which prepayment is made. As used in this definition, the term “Calculated Payments” shall mean the monthly payments of interest only which would be due based on the principal amount of the Loan being prepaid on the Prepayment Date and assuming an interest rate per annum equal to the difference (if such difference is greater than zero) between (y) the Interest Rate and (z) the Yield Maintenance Treasury Rate. As used in this definition, the term “Discount Rate” shall mean the rate which, when compounded monthly, is equivalent to the Yield Maintenance Treasury Rate, when compounded semi-annually. As used in this definition, the term “Yield Maintenance Treasury Rate” shall mean the yield calculated by Lender by the linear interpolation of the yields, as reported in the Federal Reserve Statistical Release H.15-Selected Interest Rates under the heading U.S. Government Securities/Treasury Constant Maturities for the week ending prior to the Prepayment Date, of U.S. Treasury Constant Maturities with maturity dates (one longer or one shorter) most nearly approximating the Open Date. In the event Release H.15 is no longer published, Lender shall select a comparable publication (in its reasonable determination) to determine the Yield Maintenance Treasury Rate. In no event, however, shall Lender be required to reinvest any prepayment proceeds in U.S. Treasury obligations or otherwise. Notwithstanding anything contained herein, the Loan may be prepaid without payment of the Yield Maintenance Premium from and after the Open Date.

F.	"Yield Maintenance Premium” shall mean an amount equal to the greater of (a) one percent (1%) of the outstanding principal of the Loan to be prepaid or satisfied and (b) the excess, if any, of (i) the sum of the present values of all then-scheduled payments of principal and interest under the Note assuming that all scheduled payments are made timely and that the remaining outstanding principal and interest on the Loan is paid on the Maturity Date (with each such payment and assumed payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate when compounded semi-annually and deducting from the sum of such present values any short-term interest paid from the date of prepayment to the next succeeding Payment Date in the event such payment is not made on a Payment Date), over (ii) the principal amount being prepaid. "Prepayment Rate” shall mean the bond equivalent yield (in the secondary market) on the United States Treasury Security that as of the Prepayment Rate Determination Date has a remaining term to maturity closest to, but not exceeding, the remaining term to the Maturity Date as most recently published in “Statistical Release H.15 (519), Selected Interest Rates,” or any successor publication, published by the Board of Governors of the Federal Reserve System, or on the basis of such other publication or statistical guide as Lender may reasonably select.

G.	“Yield Maintenance Premium” shall mean an amount equal to the greater of: (x) one percent (1%) of the principal amount of this Note being prepaid or (y) the present value as of the Prepayment Date (defined below) of the Calculated Payments (defined below) from the Prepayment Date through the Maturity Date determined by discounting such payments at the Discount Rate (defined below). As used in this definition, the term “Prepayment Date” shall mean the date on which prepayment is made. As used in this definition, the term “Calculated Payments” shall mean the monthly payments of interest only which would be due based on the principal amount of this Note being prepaid on the Prepayment Date and assuming an interest rate per annum equal to the difference (if such difference is greater than zero) between (1) the Applicable Interest Rate and (2) the Yield Maintenance Treasury Rate (defined below). As used in this definition, the term “Discount Rate” shall mean the rate which, when compounded monthly, is equivalent to the Yield Maintenance Treasury Rate, when compounded semiannually. As used in this definition, the term “Yield Maintenance Treasury Rate” shall mean the yield calculated by Lender by the linear interpolation of the yields, as reported in the Federal Reserve Statistical Release H.15-Selected Interest Rates under the heading U.S. Government Securities/Treasury Constant Maturities for the week ending prior to the Prepayment Date, of U.S. Treasury Constant Maturities with maturity dates (one longer or one shorter) most nearly approximating the Maturity Date. In the event Release H.15 is no


	longer published, Lender shall select a comparable publication to determine the Yield Maintenance Treasury Rate. In no event, however, shall Lender be required to reinvest any prepayment proceeds in U.S. Treasury obligations or otherwise.

H.	“Yield Maintenance Premium” shall mean an amount equal to the greater of: (a) an amount equal to the Applicable Percentage of the amount prepaid; or (b) an amount equal to (i) the amount, if any, by which the sum of the present values as of the prepayment date of all unpaid principal and interest payments required hereunder, calculated by discounting such payments from the respective dates each such payment was due hereunder (or, with respect to the payment required on the Maturity Date (assuming the outstanding principal balance of the Loan is due on the Maturity Date), from the Maturity Date) back to the prepayment date at a discount rate equal to the Periodic Treasury Yield (defined below) exceeds the outstanding principal balance of the Loan as of the prepayment date, multiplied by (ii) a fraction whose numerator is the amount prepaid and whose denominator is the outstanding principal balance of the Loan as of the prepayment date. For purposes of the foregoing, “Periodic Treasury Yield” shall mean (y) the annual yield to maturity of the actively traded non-callable United States Treasury fixed interest rate security (other than any such security which can be surrendered at the option of the holder at face value in payment of federal estate tax or which was issued at a substantial discount) that has a maturity closest to (whether before, on or after) the Maturity Date (or if two or more such securities have maturity dates equally close to the Maturity Date, the average annual yield to maturity of all such securities), as reported in The Wall Street Journal or other authoritative publication or news retrieval service on the fifth Business Day preceding the prepayment date, divided by (z) 12. Lender’s calculation of the Yield Maintenance Premium, and all component calculations, shall be conclusive and binding on Borrower absent manifest error. “Applicable Percentage” shall mean, as applicable, (i) in connection with any prepayment made pursuant to Section 2.7(d) hereof and provided that no Event of Default then exists, 1%, or (ii) in connection with any other prepayment of the Debt, 3%. “Maturity Date” shall mean February 11, 2029 or such other date on which the final payment of principal of the Note becomes due and payable, whether at such stated maturity date, by declaration of acceleration, or otherwise.

I.	“Yield Maintenance Premium” shall mean an amount equal to the greater of: (x) one percent (1%) of the principal amount of this Note being prepaid or (y) the present value as of the Prepayment Date (defined below) of the Calculated Payments (defined below) from the Prepayment Date through the Maturity Date determined by discounting such payments at the Discount Rate (defined below). As used in this definition, the term “Prepayment Date” shall mean the date on which prepayment is made. As used in this definition, the term “Calculated Payments” shall mean the monthly payments of interest only which would be due based on the principal amount of this Note being prepaid on the Prepayment Date and assuming an interest rate per annum equal to the difference (if such difference is greater than zero) between (1) the Applicable Interest Rate and (2) the Yield Maintenance Treasury Rate (defined below). As used in this definition, the term “Discount Rate” shall mean the rate which, when compounded monthly, is equivalent to the Yield Maintenance Treasury Rate, when compounded semi-annually. As used in this definition, the term “Yield Maintenance Treasury Rate” shall mean the yield calculated by Lender by the linear interpolation of the yields, as reported in the Federal Reserve Statistical Release H.15-Selected Interest Rates under the heading U.S. Government Securities/Treasury Constant Maturities for the week ending prior to the Prepayment Date, of U.S. Treasury Constant Maturities with maturity dates (one longer or one shorter) most nearly approximating the Maturity Date. In the event Release H.15 is no longer published, Lender shall select a comparable publication to determine the Yield Maintenance Treasury Rate. In no event, however, shall Lender be required to reinvest any prepayment proceeds in U.S. Treasury obligations or otherwise.