FWP 1 n899_ts-x7.htm FREE WRITING PROSPECTUS

    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-206677-15
     

 

 

 

 

 

Free Writing Prospectus 

Structural and Collateral Term Sheet

 

$1,008,188,843

(Approximate Initial Pool Balance)

 

$826,084,000 

(Approximate Aggregate Certificate Balance of Offered Certificates) 

 

BANK 2017-BNK4 

as Issuing Entity 

 

Wells Fargo Commercial Mortgage Securities, Inc. 

as Depositor 

 

Bank of America, National Association 

Morgan Stanley Mortgage Capital Holdings LLC 

Wells Fargo Bank, National Association 

 

as Sponsors and Mortgage Loan Sellers

 

 

 

Commercial Mortgage Pass-Through Certificates
Series 2017-BNK4

 

 

 

March 28, 2017

 

WELLS FARGO
SECURITIES

BofA MERRILL
LYNCH

MORGAN
STANLEY

     

Co-Lead Manager and
Joint Bookrunner

Co-Lead Manager and
Joint Bookrunner

Co-Lead Manager and
Joint Bookrunner

     
 

Academy Securities
Co-Manager

 

 

 

 

 

 

STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) (SEC File No. 333-206677) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any underwriter, or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8 a.m. – 5 p.m. EST) or by emailing wfs.cmbs@wellsfargo.com.

 

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herein is preliminary as of the date hereof, supersedes any such information previously delivered to you and will be superseded by any such information subsequently delivered and ultimately by the final prospectus relating to the securities.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

 

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

 

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

 

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

 

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

 

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

 

IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES

 

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

 

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

 

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

 

IMPORTANT NOTICE RELATING TO AUTOMATICALLY-GENERATED EMAIL DISCLAIMERS

 

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

 

THE INFORMATION IN THIS 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. 

 

2 

 

 

BANK 2017-BNK4 Certificate Structure

 

I.            Certificate Structure

 

Class   Expected Ratings
(Fitch/KBRA/Moody’s)(1)
  Approximate Initial
Certificate Balance or
Notional Amount(2)
  Approx. Initial
Credit
Support(3)
  Pass-Through
Rate Description
  Weighted
Average
Life
(Years)(4)
  Expected
Principal
Window(4)
  Certificate
Principal to
Value Ratio(5)
  Certificate
Principal
U/W NOI
Debt Yield(6)
Offered Certificates
A-1   AAAsf/AAA(sf)/Aaa(sf)   $33,805,000   30.000%   (7)   2.68   05/17 – 02/22   41.4%   16.1%
A-2   AAAsf/AAA(sf)/Aaa(sf)   $88,384,000   30.000%   (7)   4.82   02/22 – 02/22   41.4%   16.1%
A-3   AAAsf/AAA(sf)/Aaa(sf)   $235,000,000   30.000%   (7)   9.74   10/26 – 02/27   41.4%   16.1%
A-4   AAAsf/AAA(sf)/Aaa(sf)   $268,432,000   30.000%   (7)   9.85   02/27 – 03/27   41.4%   16.1%
A-SB   AAAsf/AAA(sf)/Aaa(sf)   $44,824,000   30.000%   (7)   7.24   02/22 – 10/26   41.4%   16.1%
A-S   AAAsf/AAA(sf)/Aa3(sf)   $67,045,000   23.000%   (7)   9.91   03/27 – 03/27   45.5%   14.7%
X-A   AAAsf/AAA(sf)/Aaa(sf)   $670,445,000(8)   N/A   Variable(9)   N/A   N/A   N/A   N/A
X-B   A-sf/AAA(sf)/NR   $155,639,000(10)   N/A   Variable(11)   N/A   N/A   N/A   N/A
B   AA-sf/AA-(sf)/NR   $43,100,000   18.500%   (7)   9.91   03/27 – 03/27   48.1%   13.9%
C   A-sf/A-(sf)/NR   $45,494,000   13.750%   (7)   9.91   03/27 – 03/27   51.0%   13.1%
 
Non-Offered Certificates
X-D   BBB-sf/BBB-(sf)/NR   $56,270,000(12)   N/A   Variable(13)   N/A   N/A   N/A   N/A
X-E   BB-sf/BB-(sf)/NR   $21,550,000(14)   N/A   Variable(15)   N/A   N/A   N/A   N/A
X-F   B-sf/B-(sf)/NR   $10,775,000(16)   N/A   Variable(17)   N/A   N/A   N/A   N/A
X-G   NR/NR/NR   $43,100,400(18)   N/A   Variable(19)   N/A   N/A   N/A   N/A
D   BBB-sf/BBB-(sf)/NR   $56,270,000   7.875%   (7)   9.92   03/27 – 04/27   54.4%   12.3%
E   BB-sf/BB-(sf)/NR   $21,550,000   5.625%   (7)   9.99   04/27 – 04/27   55.8%   12.0%
F   B-sf/B-(sf)/NR   $10,775,000   4.500%   (7)   9.99   04/27 – 04/27   56.4%   11.8%
G   NR/NR/NR   $43,100,400   0.000%   (7)   9.99   04/27 – 04/27   59.1%   11.3%
   
Non-Offered Eligible Vertical Interest  
RR
Interest
  NR/NR/NR   $50,409,442.16   N/A   WAC(20)   9.01   05/17 – 04/27   N/A   N/A

  

Notes:
(1) The expected ratings presented are those of Fitch Ratings, Inc. (“Fitch”), Kroll Bond Rating Agency, Inc. (“KBRA”) and Moody’s Investors Service, Inc. (“Moody’s”), which the depositor hired to rate the Offered Certificates. One or more other nationally recognized statistical rating organizations that were not hired by the depositor may use information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise, to rate or provide market reports and/or published commentary related to the Offered Certificates. We cannot assure you as to what ratings a non-hired nationally recognized statistical rating organization would assign or that its reports will not express differing, possibly negative, views of the mortgage loans and/or the Offered Certificates. The ratings of each Class of Offered Certificates address the likelihood of the timely distribution of interest and, except in the case of the Class X-A and X-B Certificates, the ultimate distribution of principal due on those Classes on or before the Rated Final Distribution Date. See “Risk Factors—Other Risks Relating to the Certificates—Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded” and “Ratings” in the Preliminary Prospectus, expected to be dated March 28, 2017 (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.
(2) The certificate balances and notional amounts set forth in the table are approximate. The actual initial certificate balances and notional amounts may be larger or smaller depending on the initial pool balance of the mortgage loans definitively included in the pool of mortgage loans, which aggregate cut-off date balance may be as much as 5% larger or smaller than the amount presented in the Preliminary Prospectus.
(3) The approximate initial credit support with respect to the Class A-1, A-2, A-3, A-4 and A-SB Certificates represents the approximate credit enhancement for the Class A-1, A-2, A-3, A-4 and A-SB Certificates in the aggregate. The RR Interest only provides credit support to the limited extent that losses incurred on the underlying mortgage loans are allocated to it, on the one hand, and to the Offered Certificates and the Non-Offered Certificates, on the other hand, pro rata, in accordance with their respective Percentage Allocation Entitlements.
(4) Weighted Average Lives and Expected Principal Windows are calculated based on an assumed prepayment rate of 0% CPR and the “Structuring Assumptions” described under “Yield and Maturity Considerations—Weighted Average Life” in the Preliminary Prospectus.
(5) The Certificate Principal to Value Ratio for each Class of Certificates (other than the Class A-1, A-2, A-3, A-4 and A-SB Certificates) is calculated as the product of (a) the weighted average Cut-off Date LTV Ratio for the mortgage loans and (b) a fraction, the numerator of which is the total initial Certificate Balance of such Class of Certificates and all Classes of Principal Balance Certificates senior to such Class of Certificates and the denominator of which is the total initial Certificate Balance of all of the Principal Balance Certificates (other than the RR Interest). The Certificate Principal to Value Ratio for each of the Class A-1, A-2, A-3, A-4 and A-SB Certificates is calculated in the aggregate for those Classes as if they were a single Class and is calculated as the product of (a) the weighted average Cut-off Date LTV Ratio for the mortgage loans and (b) a fraction, the numerator of which is the total initial aggregate Certificate Balances of such Classes of Certificates and the denominator of which is the total initial Certificate Balance of all of the Principal Balance Certificates (other than the RR Interest). In any event, however, excess mortgaged property value associated with a mortgage loan will not be available to offset losses on any other mortgage loan.
(6) The Certificate Principal U/W NOI Debt Yield for each Class of Certificates (other than the Class A-1, A-2, A-3, A-4 and A-SB Certificates) is calculated as the product of (a) the weighted average U/W NOI Debt Yield for the mortgage loans and (b) a fraction, the numerator of which is the total initial Certificate Balance of all of the Classes of Principal Balance Certificates (other than the RR Interest) and the denominator of which is the total initial Certificate Balance for such Class of Certificates and all Classes of Principal Balance Certificates senior to such Class of Certificates. The Certificate Principal U/W NOI Debt Yield for each of the Class A-1, A-2, A-3, A-4 and A-SB Certificates is calculated in the aggregate for those Classes as if they were a single Class and is calculated as the product of (a) the weighted average U/W NOI Debt Yield for the mortgage loans and (b) a fraction, the numerator of which is the total initial Certificate Balance of all of the Classes of Principal Balance Certificates (other than the RR Interest) and the denominator of which is the total aggregate initial Certificate Balances for the Class A-1, A-2, A-3, A-4 and A-SB Certificates. In any event, however, cash flow from each mortgaged property supports only the related mortgage loan and will not be available to support any other mortgage loan.

 

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. 

 

3 

 

 

BANK 2017-BNK4 Certificate Structure

 

(7) The pass-through rates for the Class A-1, A-2, A-3, A-4, A-SB, A-S, B, C, D, E, F and G Certificates in each case will be one of the following: (i) a fixed rate per annum, (ii) a variable rate per annum equal to the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, (iii) a variable rate per annum equal to the lesser of (a) a fixed rate and (b) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date or (iv) a variable rate per annum equal to the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date minus a specified percentage. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
(8) The Class X-A Certificates are notional amount certificates. The Notional Amount of the Class X-A Certificates will be equal to the aggregate Certificate Balance of the Class A-1, A-2, A-3, A-4 and A-SB Certificates outstanding from time to time. The Class X-A Certificates will not be entitled to distributions of principal.
(9) The pass-through rate for the Class X-A Certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the weighted average of the pass-through rates on the Class A-1, A-2, A-3, A-4 and A-SB Certificates for the related distribution date, weighted on the basis of their respective Certificate Balances outstanding immediately prior to that distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
(10) The Class X-B Certificates are notional amount certificates. The Notional Amount of the Class X-B Certificates will be equal to the aggregate Certificate Balance of the Class A-S, B and C Certificates outstanding from time to time. The Class X-B Certificates will not be entitled to distributions of principal.
(11) The pass-through rate for the Class X-B Certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the weighted average of the pass-through rates on the Class A-S, B and C Certificates for the related distribution date, weighted on the basis of their respective Certificate Balances outstanding immediately prior to that distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
(12) The Class X-D Certificates are notional amount certificates. The Notional Amount of the Class X-D Certificates will be equal to the Certificate Balance of the Class D Certificates outstanding from time to time. The Class X-D Certificates will not be entitled to distributions of principal.
(13) The pass-through rate for the Class X-D Certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the pass-through rate on the Class D Certificates for the related distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
(14) The Class X-E Certificates are notional amount certificates. The Notional Amount of the Class X-E Certificates will be equal to the Certificate Balance of the Class E Certificates outstanding from time to time. The Class X-E Certificates will not be entitled to distributions of principal.
(15) The pass-through rate for the Class X-E Certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the pass-through rate on the Class E Certificates for the related distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
(16) The Class X-F Certificates are notional amount certificates. The Notional Amount of the Class X-F Certificates will be equal to the Certificate Balance of the Class F Certificates outstanding from time to time. The Class X-F Certificates will not be entitled to distributions of principal.
(17) The pass-through rate for the Class X-F Certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the pass-through rate on the Class F Certificates for the related distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
(18) The Class X-G Certificates are notional amount certificates. The Notional Amount of the Class X-G Certificates will be equal to the Certificate Balance of the Class G Certificates outstanding from time to time. The Class X-G Certificates will not be entitled to distributions of principal.
(19) The pass-through rate for the Class X-G Certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the pass-through rate on the Class G Certificates for the related distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
(20) The effective interest rate for the RR Interest will be the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.

 

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. 

 

4 

 

 

BANK 2017-BNK4 Transaction Highlights

 

II.     Transaction Highlights

 

Mortgage Loan Sellers:

 

Mortgage Loan Seller   Number of
Mortgage
Loans
  Number of
Mortgaged
Properties
  Aggregate Cut-off
Date Balance
  % of Initial
Pool
Balance
Bank of America, National Association(1)   17   20   $427,856,282   42.4 %
Morgan Stanley Mortgage Capital Holdings LLC(2)   17   28   296,069,149   29.4  
Wells Fargo Bank, National Association(3)   14   16   284,263,413   28.2  
Total   48   64   $1,008,188,843   100.0 %

 

(1)The mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as The Summit Birmingham, representing approximately 6.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, is part of a whole loan that was co-originated by Barclays Bank PLC (“Barclays”) and BANA. The mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as Key Center Cleveland, representing approximately 4.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, is part of a whole loan that was co-originated by Citi Real Estate Funding Inc. (“Citi”), Deutsche Bank AG, New York Branch (“DB”) and BANA.

 

(2)The mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as Pentagon Center, representing approximately 5.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, is part of a whole loan that was co-originated by Goldman Sachs Mortgage Company (“GSMC”) and Morgan Stanley Bank, N.A. (“MSBNA”). The mortgage loan, consisting of Note A-4, Note A-5 and Note A-6, is expected to be acquired by MSMCH prior to the closing date, and will be sold by MSMCH into the BANK 2017-BNK4 securitization. The mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as Merrill Lynch Drive, representing approximately 4.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, is part of a whole loan that was co-originated by Barclays and MSBNA. The mortgage loan, consisting of Note A-3, is expected to be acquired by MSMCH prior to the closing date, and will be sold by MSMCH into the BANK 2017-BNK4 securitization.

 

(3)The mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as One West 34th Street, representing approximately 6.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, is part of a whole loan that was co-originated by GSMC and WFB.

 

Loan Pool:

 

Initial Pool Balance: $1,008,188,843
Number of Mortgage Loans: 48
Average Cut-off Date Balance per Mortgage Loan: $21,003,934
Number of Mortgaged Properties: 64
Average Cut-off Date Balance per Mortgaged Property(1): $15,752,951
Weighted Average Mortgage Interest Rate: 4.848%
Ten Largest Mortgage Loans as % of Initial Pool Balance: 52.5%
Weighted Average Original Term to Maturity or ARD (months): 114
Weighted Average Remaining Term to Maturity or ARD (months): 113
Weighted Average Original Amortization Term (months)(2): 336
Weighted Average Remaining Amortization Term (months)(2): 335
Weighted Average Seasoning (months): 2

 

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

(2)Excludes any mortgage loan that does not amortize.

  

Credit Statistics:

 

Weighted Average U/W Net Cash Flow DSCR(1): 1.83x
Weighted Average U/W Net Operating Income Debt Yield(1): 11.3%
Weighted Average Cut-off Date Loan-to-Value Ratio(1): 59.1%
Weighted Average Balloon or ARD Loan-to-Value Ratio(1): 53.8%
% of Mortgage Loans with Additional Subordinate Debt(2): 21.5%
% of Mortgage Loans with Single Tenants(3): 19.4%

 

(1)With respect to any mortgage loan that is part of a whole loan, loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but exclude any related subordinate secured loan(s) (unless otherwise stated). The debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account any subordinate debt (whether or not secured by the related mortgaged property), that currently exists or is allowed under the terms of any mortgage loan. The information for each mortgaged property that relates to a mortgage loan that is cross-collateralized or cross-defaulted with one or more other mortgage loans is based upon the principal balance of that mortgage loan, except that the applicable loan-to-value ratio, debt service coverage ratio, and debt yield for each such mortgage loan is based upon the ratio or yield (as applicable) for the aggregate indebtedness evidenced by all loans in the group (without regard to any limitation on the amount of indebtedness secured by any mortgaged property in such cross-collateralized group). On an individual basis, without regard to the cross-collateralization feature, any mortgage loan that is part of a cross-collateralized group of mortgage loans may have a higher loan-to-value ratio, lower debt service coverage ratio and/or lower debt yield than is presented herein. With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as D.C. Office Portfolio, all loan-to-value and debt yield calculations are net of the $5,000,000 earnout reserve. See “Description of the Mortgage Pool—Mortgage Pool Characteristics” in the Preliminary Prospectus and Annex A-1 to the Preliminary Prospectus.

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

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

 

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. 

 

5 

 

 

BANK 2017-BNK4 Transaction Highlights

 

Loan Structural Features:

 

Amortization: Based on the Initial Pool Balance, 51.3% of the mortgage pool (35 mortgage loans) has scheduled amortization, as follows:

 

32.1% (22 mortgage loans) requires amortization during the entire loan term; and

 

19.2% (13 mortgage loans) provides for an interest-only period followed by an amortization period.

 

Interest-Only: Based on the Initial Pool Balance, 48.7% of the mortgage pool (13 mortgage loans) provides for interest-only payments during the entire loan term. The weighted average Cut-off Date Loan-to-Value Ratio and weighted average U/W Net Cash Flow DSCR for those mortgage loans are 56.7% and 2.00x, respectively.

 

Hard Lockboxes: Based on the Initial Pool Balance, 69.9% of the mortgage pool (22 mortgage loans) has hard lockboxes in place.

 

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

 

Real Estate Taxes: 68.8% of the pool
Insurance: 40.9% of the pool
Capital Replacements: 61.4% of the pool
TI/LC: 60.3% of the pool(1)
(1)The percentage of Initial Pool Balance for mortgage loans with TI/LC reserves is based on the aggregate principal balance allocable to loans that include office, retail, industrial and mixed-use properties.

  

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

 

91.0% of the mortgage pool (44 mortgage loans) features a lockout period, then defeasance only until an open period;

 

4.9% of the mortgage pool (three mortgage loans) features a lockout period, then the greater of a prepayment premium or yield maintenance until an open period; and

 

4.1% of the mortgage pool (one mortgage loan) features no lockout period, but requires the greater of a prepayment premium or yield maintenance until an open period.

 

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

 

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. 

 

6 

 

 

BANK 2017-BNK4 

Issue Characteristics

 

III.Issue Characteristics

 

Securities Offered: $826,084,000 approximate monthly pay, multi-class, commercial mortgage REMIC pass-through certificates consisting of ten classes (Classes A-1, A-2, A-3, A-4, A-SB, A-S, B, C, X-A and X-B), which are offered pursuant to a registration statement filed with the SEC (such classes of certificates, the “Offered Certificates”).
Mortgage Loan Sellers: Bank of America, National Association (“BANA”) Morgan Stanley Mortgage Capital Holdings LLC (“MSMCH”) and Wells Fargo Bank, National Association (“WFB”).
Joint Bookrunners and Co-Lead Managers: Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC
Co-Manager: Academy Securities Inc.
Rating Agencies: Fitch Ratings, Inc., Kroll Bond Rating Agency, Inc. and Moody’s Investors Service, Inc.
Master Servicer: Wells Fargo Bank, National Association
Special Servicer: Rialto Capital Advisors, LLC
Certificate Administrator: Wells Fargo Bank, National Association
Trustee: Wilmington Trust, National Association
Operating Advisor: Pentalpha Surveillance LLC
Asset Representations Reviewer: Pentalpha Surveillance LLC
U.S. Credit Risk Retention: For a discussion of the manner in which the U.S. credit risk retention requirements are being addressed by Wells Fargo Bank, National Association, as the retaining sponsor, see “Credit Risk Retention” in the Preliminary Prospectus.
EU Risk Retention: For a discussion of the manner in which each of Bank of America, National Association, Morgan Stanley Bank, N.A. and Wells Fargo Bank, National Association will covenant and represent to each other, the issuing entity and the trustee to retain a material net economic interest in the securitization for the purpose of the EU risk retention requirements and due diligence requirements, see “EU Securitization Risk Retention Requirements” in the Preliminary Prospectus.
Risk Retention Consultation Party: Wells Fargo Bank, National Association
Initial Majority Controlling Class Certificateholder: RREF III Debt AIV, LP or another affiliate of Rialto Capital Advisors, LLC.
Cut-off Date: The Cut-off Date with respect to each mortgage loan is the due date for the monthly debt service payment that is due in April 2017 (or, in the case of any mortgage loan that has its first due date in May 2017, the date that would have been its due date in April 2017 under the terms of that mortgage loan if a monthly debt service payment were scheduled to be due in that month).
Expected Closing Date: On or about April 19, 2017.
Determination Dates: The 11th day of each month (or if that day is not a business day, the next succeeding business day), commencing in May 2017.
Distribution Dates: The fourth business day following the Determination Date in each month, commencing in May 2017.
Rated Final Distribution Date: The Distribution Date in May 2050.
Interest Accrual Period: With respect to any Distribution Date, the calendar month immediately preceding the month in which such Distribution Date occurs.
Day Count: The Offered Certificates will accrue interest on a 30/360 basis.
Minimum Denominations: $10,000 for each Class of Offered Certificates (other than the Class X-A and X-B Certificates) and $1,000,000 for the Class X-A and X-B Certificates. Investments may also be made in any whole dollar denomination in excess of the applicable minimum denomination.

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. 

 

7 

 

 

BANK 2017-BNK4  Issue Characteristics

 

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

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. 

 

8 

 


BANK 2017-BNK4 

Characteristics of the Mortgage Pool 


IV.Characteristics of the Mortgage Pool(1)

A.Ten Largest Mortgage Loans
Mortgage
Loan
Seller
Mortgage Loan Name City State Number of
Mortgage
Loans /
Mortgaged Properties
 Mortgage Loan
 Cut-off Date
Balance ($)
  % of
Initial Pool Balance (%)
  Property
Type
Number of SF/Rooms Cut-off
Date Balance
Per
SF/Room
Cut-off
Date LTV
Ratio (%)(2)(3)
  Balloon or
ARD LTV
Ratio
(%)(2)(3)
  U/W NCF
DSCR (x)
  U/W NOI
Debt
Yield
(%)(2)
BANA D.C. Office Portfolio Washington DC 1 / 3 $70,000,000     6.9 %   Office 328,319 $320 53.5 %   53.5 %   1.71 x   9.3
BANA The Summit Birmingham Birmingham AL 1 / 1 61,875,000     6.1     Retail 681,245 305 54.3     54.3     1.68     8.7  
WFB One West 34th Street New York NY 1 / 1 60,000,000     6.0     Office 210,338 713 53.6     53.6     1.63     7.6  
MSMCH Pentagon Center Arlington VA 1 / 1 55,000,000     5.5     Office 911,818 230 55.3     55.3     2.75     12.1  
MSMCH JW Marriott Desert Springs Palm Desert CA 1 / 1 54,863,232     5.4     Hospitality 884 129,767 71.3     66.0     2.31     20.3  
WFB The Davenport Cambridge MA 1 / 1 50,000,000     5.0     Office 230,864 455 49.1     49.1     1.86     8.6  
BANA Plaza 500 Alexandria VA 1 / 1 48,750,000     4.8     Industrial 502,807 97 65.0     65.0     1.79     8.7  
BANA U.S. Grant Hotel San Diego CA 1 / 1 47,000,000     4.7     Hospitality 270 174,074 47.9     42.0     1.66     14.0  
MSMCH Merrill Lynch Drive Hopewell NJ 1 / 1 41,440,000     4.1     Office 553,841 187 67.7     67.7     2.95     11.8  
BANA Key Center Cleveland Cleveland OH 1 / 1 40,000,000     4.0     Mixed Use 1,369,980 161 60.8     49.6     1.59     12.3  
Top Three Total/Weighted Average     3 / 5 $191,875,000     19.0 %         53.8 %   53.8   1.68  x   8.6 %
Top Five Total/Weighted Average     5 / 7 $301,738,232     29.9 %         57.2 %   56.3 %   1.99  x   11.3 %
Top Ten Total/Weighted Average     10 / 12 $528,928,232     52.5 %         57.4 %   55.5  %   1.97  x   11.2 %
Non-Top Ten Total/Weighted Average     38 / 52 $479,260,611     47.5 %         60.9 %   52.0 %   1.68  x   11.4 %
(1)With respect to any mortgage loan that is part of a whole loan, Cut-off Date Balance Per SF/Room, loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but exclude any related subordinate secured loan(s) (unless otherwise stated). With respect to each mortgage loan, debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account subordinate debt (whether or not secured by the related mortgaged property), if any, that currently exists or is allowed under the terms of such mortgage loan.

(2)With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as D.C. Office Portfolio, all loan-to-value and debt yield calculations are net of the $5,000,000 earnout reserve.

(3)With respect to the mortgage loans secured by the mortgaged properties identified on Annex A-1 to the Preliminary Prospectus as The Davenport and Key Center Cleveland, all loan-to-value calculations are based off as-stabilized appraised values. The Cut-off Date LTV Ratio and the Balloon or ARD LTV Ratio based on the as-is appraised values are 51.5% and 51.5%, and 72.3% and 59.0%, respectively for The Davenport and Key Center Cleveland, respectively.

 

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. 

 

9 

 

 

BANK 2017-BNK4 

Characteristics of the Mortgage Pool 

 

B.Summary of the Whole Loans

Property Name(1) Note(s) Related Notes in Loan Group
(Original Balance)
Holder of Note / Anticipated
Securitization

Lead Servicer for
the Entire
Whole loan 

Current Master Servicer Under Related Securitization Servicing Agreement Current Special Servicer Under Related Securitization Servicing Agreement
D.C. Office Portfolio A-1 $70,000,000 BANK 2017-BNK4 Yes Wells Fargo Bank, National Association Rialto Capital Advisors, LLC
A-2 $35,000,000 BANA(2) No TBD TBD
The Summit Birmingham A-1 $61,875,000 BANK 2017-BNK4 No Wells Fargo Bank, National Association Rialto Capital Advisors, LLC
A-2 $73,325,000 BACM 2017-BNK3 Yes Wells Fargo Bank, National Association Midland Loan Services, a Division of PNC Bank, National Association
A-3 $50,000,000 BBCMS 2017-C1 No Wells Fargo Bank, National Association Rialto Capital Advisors, LLC
A-4 $22,800,000 WFCM 2017-RB1(3) No Wells Fargo Bank, National Association C-III Asset Management LLC
One West 34th Street A-1 $60,000,000 BANK 2017-BNK4 Yes Wells Fargo Bank, National Association Rialto Capital Advisors, LLC
A-2 $30,000,000 WFB(4) No TBD TBD
A-3 $60,000,000 GSMC(5) No TBD TBD
Pentagon Center A-1 $25,000,000 GSMS 2017-GS5 (6) Midland Loan Services, a Division of PNC Bank, National Association Rialto Capital Advisors, LLC
A-2 $80,000,000 GSMC(7) (6) TBD TBD
A-3 $50,000,000 MSBNA(8) No TBD TBD
A-4, A-5 & A-6 $55,000,000 BANK 2017-BNK4 No Wells Fargo Bank, National Association Rialto Capital Advisors, LLC
JW Marriott Desert Springs A-1 $60,000,000 BACM 2017-BNK3 Yes Wells Fargo Bank, National Association Midland Loan Services, a Division of PNC Bank, National Association
A-2 & A-3 $55,000,000 BANK 2017-BNK4 No Wells Fargo Bank, National Association Rialto Capital Advisors, LLC
The Davenport A-1 $55,000,000 WFCM 2017-RB1(3) Yes Wells Fargo Bank, National Association C-III Asset Management LLC
A-2 $50,000,000 BANK 2017-BNK4 No Wells Fargo Bank, National Association Rialto Capital Advisors, LLC
Merrill Lynch Drive A-1 $41,500,000 BBCMS 2017-C1 Yes Wells Fargo Bank, National Association Rialto Capital Advisors, LLC
A-2 $20,660,000 WFCM 2017-RB1(3) No Wells Fargo Bank, National Association C-III Asset Management LLC
A-3 $41,440,000 BANK 2017-BNK4 No Wells Fargo Bank, National Association Rialto Capital Advisors, LLC
Key Center Cleveland A-1 $50,000,000 CGCMT 2017-P7(9) Yes Wells Fargo Bank, National Association Rialto Capital Advisors, LLC
A-2 $40,000,000 BANK 2017-BNK4 No Wells Fargo Bank, National Association Rialto Capital Advisors, LLC
A-3 & A-6 $60,000,000 JPMDB 2017-C5(10) No Midland Loan Services, a Division of PNC Bank, National Association LNR Partners, LLC
A-4 $30,000,000 Citi(11) No TBD TBD
A-5 $40,000,000 BANA(12) No TBD TBD
American Greetings HQ A-1-1 $38,000,000 BANK 2017-BNK4 Yes Wells Fargo Bank, National Association Rialto Capital Advisors, LLC
A-1-2 $27,000,000 MSC 2016-BNK2 No Wells Fargo Bank, National Association C-III Asset Management LLC
A-2 $27,000,000 MSBAM 2016-C32 No Wells Fargo Bank, National Association Midland Loan Services, a Division of PNC Bank, National Association
Ralph’s Food Warehouse Portfolio A-1 $25,000,000 BANK 2017-BNK4 Yes Wells Fargo Bank, National Association Rialto Capital Advisors, LLC
A-2 $17,000,000 MSBNA(13) No Wells Fargo Bank, National Association Rialto Capital Advisors, LLC

 

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. 

 

10 

 

 

BANK 2017-BNK4 

Characteristics of the Mortgage Pool 

 

(1)The mortgage loans secured by the mortgaged properties identified on Annex A-1 to the Preliminary Prospectus as D.C. Office Portfolio, The Summit Birmingham, Key Center Cleveland and American Greetings HQ are being contributed to the securitization by BANA. The mortgage loans secured by the mortgaged properties identified on Annex A-1 to the Preliminary Prospectus as One West 34th Street and The Davenport are being contributed to the securitization by WFB. The mortgage loans secured by the mortgaged properties identified on Annex A-1 to the Preliminary Prospectus as Pentagon Center, JW Marriott Desert Springs, Merrill Lynch Drive and Ralph’s Food Warehouse Portfolio are being contributed to the securitization by MSMCH.

(2)The related pari passu Note A-2 is currently held by BANA and is expected to be contributed to one or more future securitizations. No assurance can be provided that Note A-2 will not be split further.

(3)The WFCM 2017-RB1 securitization has not yet closed, however, based on a publicly available preliminary prospectus for such securitization, it is expected that (i) the non-controlling Note A-4 of the Summit Birmingham whole loan will be included in that securitization by Barclays, (ii) the controlling Note A-1 of The Davenport whole loan will be included in that securitization by WFB, (iii) the non-controlling Note A-2 of the Merrill Lynch Drive whole loan will be included in that securitization by Barclays and (iv) that securitization will close prior to this transaction.

(4)The related pari passu Note A-2 is currently held by WFB and is expected to be contributed to one or more future securitizations. No assurance can be provided that Note A-2 will not be split further.

(5)The related pari passu Note A-3 is currently held by GSMC and is expected to be contributed to one or more future securitizations. No assurance can be provided that Note A-3 will not be split further.

(6)The Pentagon Center whole loan is currently being serviced under the GSMS 2017-GS5 pooling and servicing agreement, however, upon the securitization of Note A-2, servicing will shift to the servicing agreement governing the securitization of Note A-2 (the “Pentagon Center Note A-2 Securitization Servicing Agreement”).

(7)The related pari passu Note A-2 is currently held by GSMC and is expected to be contributed to one or more future securitizations. No assurance can be provided that Note A-2 will not be split further.

(8)The related pari passu Note A-3 is currently held by MSBNA and is expected to be contributed to one or more future securitizations. No assurance can be provided that Note A-3 will not be split further.

(9)The CGCMT 2017-P7 securitization has not yet closed, however, based on a publicly available preliminary prospectus for such securitization, it is expected that (i) the controlling Note A-1 of the Key Center Cleveland whole loan will be included in that securitization by Citi and (ii) that securitization will close prior to this transaction.

(10)The JPMDB 2017-C5 securitization has not yet closed, however, based on a publicly available preliminary prospectus for such securitization, it is expected that (i) the non-controlling Notes A-3 and A-6 of the Key Center Cleveland whole loan will be included in that securitization by DB and (ii) that securitization will close prior to this transaction.

(11)The related pari passu Note A-4 is currently held by Citi and is expected to be contributed to one or more future securitizations. No assurance can be provided that Note A-4 will not be split further.

(12)The related pari passu Note A-5 is currently held by BANA and is expected to be contributed to one or more future securitizations. No assurance can be provided that Note A-5 will not be split further.

(13)The related pari passu Note A-2 is currently held by MSBNA and is expected to be contributed to one or more future securitizations. No assurance can be provided that Note A-2 will not be split further.

  

C.Mortgage Loans with Additional Secured and Mezzanine Financing

Loan No. Mortgage Loan Seller Mortgage Loan Name Mortgage
Loan
Cut-off Date Balance ($)
% of Initial Pool
Balance (%)
Subordinate
Debt
Cut-off Date
Balance ($)
Mezzanine
Debt Cut-off
Date
Balance ($)
Total Debt
Interest
Rate (%)(1)
Mortgage
Loan U/W
NCF DSCR (x)(2)
Total Debt U/W
NCF DSCR (x)
Mortgage
Loan Cut-
off Date
U/W NOI
Debt Yield
(%)(2)(3)
Total Debt
Cut-off Date
U/W NOI
Debt Yield
(%)(3)
Mortgage Loan Cut-off Date LTV Ratio (%)(2)(3)(4) Total Debt Cut-off Date LTV Ratio (%)(3)(4)
1 BANA D.C. Office Portfolio $70,000,000 6.9% NAP $25,000,000 5.141% 1.71x 1.28x 9.3% 7.4% 53.5% 66.9%
5 MSMCH JW Marriott Desert Springs 54,863,232 5.4 NAP 16,000,000 5.791 2.31 1.89 20.3 17.8 71.3 81.2
10 BANA Key Center Cleveland 40,000,000 4.0 NAP 42,500,000 6.515 1.59 1.17 12.3 10.3 60.8 72.5
12 BANA American Greetings HQ(5) $37,669,589 3.7 $14,708,996 NAP 4.755 1.45 1.11 10.8 9.3 61.3 71.2
25 MSMCH Plaza at Milltown Commercial Center 13,849,834 1.4 NAP 1,200,000 5.732 1.28 1.07 8.5 7.8 68.0 73.9
  Total/Weighted Average $216,382,655 21.5% $14,708,996 $84,700,000 5.530% 1.77x 1.37x 12.9%    10.9% 61.6% 72.8%

 

(1)Total Debt Interest Rate for any specified mortgage loan reflects the weighted average of the interest rates on the respective components of the total debt.

(2)With respect to the D.C. Office Portfolio mortgage loan, The JW Marriott Desert Springs mortgage loan and the Key Center Cleveland mortgage loan, which are each part of a whole loan, the loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s).

(3)With respect to the D.C. Office Portfolio mortgage loan, all loan-to-value and debt yield calculations are net of the $5,000,000 earnout reserve.

(4)With respect to the Key Center Cleveland mortgage loan, all loan-to-value calculations are based off the as-stabilized appraised value. The Cut-off Date LTV Ratio and the Balloon or ARD LTV Ratio percent based on the as-is appraised values are 72.3% and 59.0%, respectively.

(5)For information regarding the American Greetings HQ State of Ohio Subordinate Secured Loan see the description of the American Greetings HQ mortgage loan herein and see also “Description of the Mortgage Pool—Additional Indebtedness—Other Secured Indebtedness” in the Preliminary Prospectus.

  

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. 

 

11 

 

 

BANK 2017-BNK4 Characteristics of the Mortgage Pool

 

D.       Previous Securitization History(1)

 

Loan
No.
  Mortgage Loan
Seller
  Mortgage
Loan or Mortgaged
Property Name
  City   State   Property
Type
  Mortgage Loan
or Mortgaged Property
Cut-off Date
Balance ($)
  % of
Initial Pool
Balance (%)
  Previous
Securitization
1   BANA   D.C. Office Portfolio   Washington   DC   Office   $70,000,000   6.9 %   WBCMT 2007-C31
4   MSMCH   Pentagon Center   Arlington   VA   Office   55,000,000   5.5     (2)
13   WFB   The Shoppes at South Bay   Torrance   CA   Retail   37,000,000   3.7     CD 2007-CD4
16   WFB   Preferred Freezer Philadelphia   Philadelphia   PA   Industrial   24,000,000   2.4     CWCI 2007-C3
19.01   WFB   SpringHill Suites Boca Raton   Boca Raton   FL   Hospitality   9,250,000   0.9     LBUBS 2003-C8
19.02   WFB   TownePlace Suites Boca Raton   Boca Raton   FL   Hospitality   5,750,000   0.6     LBUBS 2003-C8
19.03   WFB  

TownePlace Suites Ft

Lauderdale West

  Fort Lauderdale   FL   Hospitality   5,000,000   0.5     LBUBS 2003-C8
24   BANA   King Plaza Center   Daly City   CA   Retail   16,000,000   1.6     MSC 2007-T27
25   MSMCH   Plaza at Milltown Commercial
Center
  Waipahu   HI   Mixed Use   13,849,834   1.4     UBSBB 2012-C4
27   WFB   Hilton Garden Inn
Chattanooga Downtown
  Chattanooga   TN   Hospitality   11,986,732   1.2     BACM 2007-3
29   WFB   Crossroads Shopping Center-
Bakersfield
  Bakersfield   CA   Retail   8,853,000   0.9     CGCMT 2007-C6
32   BANA   Alameda Apartments   Alameda   CA   Multifamily   7,165,372   0.7     MSC 2006-IQ12
33   WFB   North Main Self Storage   Manteca   CA   Self Storage   6,982,307   0.7     BSCMS 2007-T26
37   BANA   Best Western – Hannaford,
OH
  Cincinnati   OH   Hospitality   6,440,508   0.6     CSMC 2007-C3
38   WFB   Huntsville Commons   Huntsville   AL   Retail   6,375,000   0.6     WBCMT 2007-C30
40   MSMCH   Kingwood Forest Apartments   Shreveport   LA   Multifamily   5,500,000   0.5     BACM 2007-2
42   MSMCH   Barry Plaza   Chicago   IL   Retail   5,200,000   0.5     GSMS 2012-GCJ9
43   WFB   301-333 S Abbot Avenue   Milpitas   CA   Retail   4,986,466   0.5     MLCFC 2007-7
45   WFB   Walgreens Bluffton   Bluffton   SC   Retail   4,054,908   0.4     CWCI 2007-C2
47   WFB   Phenix Square   Phenix City   AL   Retail   2,025,000   0.2     CD 2007-CD4
    Total                   $305,419,126   30.3 %    

(1)The table above represents the most recent securitization with respect to the mortgaged property securing the related mortgage loan, based on information provided by the related borrower or obtained through searches of a third-party database. While loans secured by the above mortgaged properties may have been securitized multiple times in prior transactions, mortgage loans in this securitization are only listed in the above chart if the mortgage loan paid off a loan in another securitization. The information has not otherwise been confirmed by the mortgage loan sellers.
(2)With respect to the Pentagon Center mortgage loan, the related mortgaged property was previously securitized in the MSC 2007-IQ14, BSCMS 2007-PWR16, WBCMT 2007-C32, WBCMT 2007-C31, BACM 2007-2 and MSC 2007-HQ12 transactions. The Pentagon Center Property was previously financed as part of a 20-property office portfolio financing which was modified and extended in December 2010 by the previous lender. See “Description of the Mortgage Pool — Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

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. 

 

12 

 

 

BANK 2017-BNK4 Characteristics of the Mortgage Pool

 

E.       Mortgage Loans with Scheduled Balloon Payments and Related Classes

 

Class A-2(1) 

Loan No.   Mortgage Loan Seller   Mortgage Loan Name   State   Property Type   Mortgage Loan Cut-off Date Balance ($)   % of Initial Pool Balance (%)   Mortgage Loan Balance at Maturity ($)   % of Class A-2 Certificate Principal Balance (%)(2)   Rooms /SF   Loan
Per
 Room /
 SF ($)
  U/W NCF DSCR
(x)
  U/W NOI Debt Yield (%)   Cut-off Date LTV Ratio (%)   Balloon
LTV Ratio (%)
  Rem. IO Period (mos.)   Rem. Term to Maturity (mos.)
5   MSMCH   JW Marriott Desert Springs   CA   Hospitality   $54,863,232   5.4 %   $50,832,722   57.5 %   884   $129,767   2.31 x   20.3 %   71.3 %   66.0 %   0   58
9   MSMCH   Merrill Lynch Drive   NJ   Office   41,440,000   4.1     41,440,000   46.9     553,841   187   2.95     11.8     67.7     67.7     58   58
Total/Weighted Average         $96,303,232   9.6 %   $92,272,722   104.4 %           2.59 x   16.6 %   69.8 %   66.7 %   25   58
(1)The table above presents the mortgage loan(s) whose balloon payments would be applied to pay down the principal balance of the Class A-2 Certificates, assuming a 0% CPR and applying the “Structuring Assumptions” described in the Preliminary Prospectus, including the assumptions that (i) none of the mortgage loans in the pool experience prepayments prior to maturity, defaults or losses; (ii) there are no extensions of maturity dates of any mortgage loans in the pool; and (iii) each mortgage loan in the pool is paid in full on its stated maturity date. Each Class of Certificates evidences undivided ownership interests in the entire pool of mortgage loans. Debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account subordinate debt (whether or not secured by the related mortgaged property), if any, that currently exists or is allowed under the terms of any mortgage loan. See Annex A-1 to the Preliminary Prospectus.
(2)Reflects the percentage equal to the Balloon Balance divided by the initial Class A-2 Certificate Balance.

 

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. 

 

13 

 

 

BANK 2017-BNK4 Characteristics of the Mortgage Pool

 

F.       Property Type Distribution(1)

 

(PIE CHART)

 

Property Type   Number of
Mortgaged
Properties
  Aggregate
Cut-off Date
Balance ($)
  % of Initial Pool
Balance (%)
  Weighted Average Cut-off Date LTV Ratio (%)   Weighted Average Balloon or ARD LTV
Ratio (%)
  Weighted Average
U/W NCF
DSCR (x)
  Weighted Average U/W NOI Debt
Yield (%)
  Weighted Average U/W NCF Debt
Yield (%)
  Weighted Average Mortgage Rate (%)
Office   10     $362,109,589   35.9 %   58.0 %   55.2 %   1.96 x   9.9 %   9.4 %   4.498 %
Suburban   5     182,109,589   18.1     63.6     58.1     2.18     11.3     10.9     4.536  
CBD   5     180,000,000   17.9     52.3     52.3     1.73     8.5     8.0     4.459  
Retail   28     220,206,846   21.8     59.3     54.4     1.66     10.0     9.5     4.975  
Anchored   12     94,592,143   9.4     60.3     54.6     1.74     10.7     10.1     5.044  
Lifestyle Center   1     61,875,000   6.1     54.3     54.3     1.68     8.7     8.1     4.762  
Single Tenant   11     40,473,067   4.0     59.7     51.3     1.47     10.3     10.1     5.315  
Shadow Anchored   2     13,080,171   1.3     73.7     62.7     1.43     10.0     9.1     4.902  
Unanchored   2     10,186,466   1.0     59.4     54.4     1.90     10.2     9.5     4.380  
Hospitality   10     197,646,602   19.6     59.6     50.8     1.96     16.2     13.1     5.202  
Full Service   5     165,706,094   16.4     60.3     52.5     1.95     16.2     12.9     5.201  
Limited Service   5     31,940,508   3.2     55.6     41.9     1.97     16.1     14.1     5.203  
Industrial   6     94,502,199   9.4     63.8     61.9     1.77     9.6     9.0     4.776  
Flex   4     66,002,199   6.5     64.9     63.0     1.70     9.1     8.6     4.699  
Cold Storage   1     24,000,000   2.4     60.9     60.9     2.01     10.6     10.2     4.990  
Light Industrial   1     4,500,000   0.4     63.4     51.7     1.56     10.6     9.8     4.770  
Mixed Use   2     53,849,834   5.3     62.7     51.3     1.51     11.3     10.7     5.234  
Office/Hospitality/Parking   1     40,000,000   4.0     60.8     49.6     1.59     12.3     11.5     5.310  
Retail/Office   1     13,849,834   1.4     68.0     56.1     1.28     8.5     8.3     5.016  
Other   1     31,397,064   3.1     54.9     42.0     1.52     11.5     11.3     5.520  
Parking Garage   1     31,397,064   3.1     54.9     42.0     1.52     11.5     11.3     5.520  
Self Storage   2     25,982,307   2.6     54.0     50.9     2.06     10.0     9.8     4.538  
Self Storage   2     25,982,307   2.6     54.0     50.9     2.06     10.0     9.8     4.538  
Multifamily   4     20,656,902   2.0     52.5     43.9     1.63     10.9     10.4     4.892  
Garden   2     12,665,372   1.3     54.9     46.2     1.74     11.8     11.0     4.813  
Mid Rise   2     7,991,531   0.8     48.8     40.2     1.45     9.6     9.4     5.016  
Manufactured Housing Community   1     1,837,500   0.2     69.3     59.1     1.53     10.5     10.3     5.363  
Manufactured Housing Community   1     1,837,500   0.2     69.3     59.1     1.53     10.5     10.3     5.363  
Total/Weighted Average:   64     $1,008,188,843   100.0 %   59.1 %   53.8 %   1.83 x   11.3 %   10.3 %   4.848 %

 

Because this table presents information relating to the mortgaged properties and not the mortgage loans, (a) the information for mortgage loans secured by more than one mortgaged property (other than through cross-collateralization with other mortgage loans) is based on allocated amounts (allocating the principal balance of the mortgage loan to each of those properties according to the relative appraised values of the mortgaged properties or the allocated loan amounts or property-specific release prices set forth in the related mortgage loan documents or such other allocation as the related mortgage loan seller deemed appropriate) and (b) the information for each mortgaged property that relates to a mortgage loan that is cross-collateralized or cross-defaulted with other mortgage loans is based upon the principal balance of that mortgage loan, except that the applicable loan-to-value ratio, debt service coverage ratio and debt yield for each such mortgage loan is based upon the ratio or yield (as applicable) for the aggregate indebtedness evidenced by all loans in the group (without regard to any limitation on the amount of indebtedness secured by any mortgaged property in such cross-collateralized group). On an individual basis, without regard to the cross-collateralization feature, any mortgage loan that is part of a cross-collateralized group of mortgage loans may have a higher loan-to-value ratio, lower debt service coverage ratio and/or lower debt yield than is presented herein. With respect to any mortgage loan that is part of a whole loan, the loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but exclude any related subordinate secured loan(s) (unless otherwise stated). With respect to each mortgage loan, debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account of any subordinate debt (whether or not secured by the related mortgaged property) that currently exists or is allowed under the terms of such mortgage loan. With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as D.C. Office Portfolio, all loan-to-value and debt yield calculations are net of the $5,000,000 earnout reserve. See Annex A-1 to the Preliminary Prospectus.

 

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. 

 

14 

 

 

BANK 2017-BNK4 Characteristics of the Mortgage Pool

 

G.       Geographic Distribution(1)(2)

 

(MAP)

                                                     
Location   Number of Mortgaged Properties   Aggregate
Cut-off Date
Balance ($)
  % of Initial Pool
Balance (%)
  Weighted Average Cut-off Date LTV Ratio (%)   Weighted Average Balloon or ARD LTV Ratio (%)   Weighted Average U/W NCF DSCR (x)   Weighted Average U/W NOI Debt Yield (%)   Weighted Average U/W NCF Debt Yield (%)   Weighted Average Mortgage Rate (%)
California   13     $244,616,906   24.3 %   59.8 %   55.0 %   1.83 x   12.8 %   10.9 %   4.989 %
Southern   6     182,491,232   18.1     62.3     57.3     1.79     13.8     11.2     5.118  
Northern   7     62,125,674   6.2     52.5     48.3     1.92     10.2     9.8     4.610  
Virginia   2     103,750,000   10.3     59.9     59.9     2.30     10.5     10.3     4.438  
Ohio   3     84,110,097   8.3     61.4     47.9     1.55     11.8     11.0     5.039  
Alabama   4     75,750,000   7.5     56.9     55.4     1.62     8.9     8.3     4.830  
District of Columbia   3     70,000,000   6.9     53.5     53.5     1.71     9.3     8.7     4.758  
New York   2     66,825,000   6.6     54.8     54.3     1.59     7.6     7.2     4.410  
Texas   6     59,441,478   5.9     62.0     51.6     1.80     13.4     11.7     5.056  
Massachusetts   2     52,295,000   5.2     49.1     49.1     1.88     8.7     8.2     4.243  
Other(3)   29     251,400,362   24.9     62.0     53.2     1.90     12.2     11.5     5.040  
Total/Weighted Average   64     $1,008,188,843   100.0 %   59.1 %   53.8 %   1.83 x   11.3 %   10.3 %   4.848 %

  

(1)The mortgaged properties are located in 21 states, the District of Columbia and Puerto Rico.

(2)Because this table presents information relating to the mortgaged properties and not the mortgage loans, (a) the information for mortgage loans secured by more than one mortgaged property (other than through cross-collateralization with other mortgage loans) is based on allocated amounts (allocating the principal balance of the mortgage loan to each of those properties according to the relative appraised values of the mortgaged properties or the allocated loan amounts or property-specific release prices set forth in the related mortgage loan documents or such other allocation as the related mortgage loan seller deemed appropriate), and (b) the information for each mortgaged property that relates to a mortgage loan that is cross-collateralized or cross-defaulted with other mortgage loans is based upon the principal balance of that mortgage loan, except that the applicable loan-to-value ratio, debt service coverage ratio and debt yield for each such mortgage loan is based upon the ratio or yield (as applicable) for the aggregate indebtedness evidenced by all loans in the group (without regard to any limitation on the amount of indebtedness secured by any mortgaged property in such cross-collateralized group). On an individual basis, without regard to the cross-collateralization feature, any mortgage loan that is part of a cross-collateralized group of mortgage loans may have a higher loan-to-value ratio, lower debt service coverage ratio and/or lower debt yield than is presented herein. With respect to any mortgage loan that is part of a whole loan, the loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but exclude any related subordinate secured loan(s) (unless otherwise stated). With respect to each mortgage loan, debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account of any subordinate debt (whether or not secured by the related mortgaged property) that currently exists or is allowed under the terms of such mortgage loan. With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as D.C. Office Portfolio, all loan-to-value and debt yield calculations are net of the $5,000,000 earnout reserve. See Annex A-1 to the Preliminary Prospectus.

(3)Includes 14 other states and Puerto Rico.

 

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. 

 

15 

 

 

BANK 2017-BNK4 Characteristics of the Mortgage Pool

 

H.Characteristics of the Mortgage Pool(1)

CUT-OFF DATE BALANCE
Range of Cut-off Date
Balances ($)
  Number of
Mortgage
Loans
   Aggregate Cut-
off Date Balance
  % of Initial
Pool Balance
1,837,500 - 2,000,000  1   $1,837,500   0.2%
2,000,001 - 3,000,000  2   4,320,000   0.4 
3,000,001 - 5,000,000  3   13,541,374   1.3 
5,000,001 - 6,000,000  5   27,035,000   2.7 
6,000,001 - 7,000,000  7   46,670,380   4.6 
7,000,001 - 8,000,000  4   30,578,254   3.0 
8,000,001 - 9,000,000  1   8,853,000   0.9 
9,000,001 - 15,000,000  4   49,566,114   4.9 
15,000,001 - 20,000,000  3   55,000,000   5.5 
20,000,001 - 30,000,000  4   96,890,754   9.6 
30,000,001 - 50,000,000  9   372,158,236   36.9 
50,000,001 - 70,000,000  5   301,738,232   29.9 
Total:  48   $1,008,188,843   100.0%
Average:  $21,003,934         
UNDERWRITTEN NOI DEBT SERVICE COVERAGE RATIO
Range of U/W NOI
DSCRs (x)
  Number of
Mortgage
Loans
   Aggregate Cut-
off Date Balance
  % of Initial
Pool Balance
1.21 - 1.30  4   $23,904,908   2.4%
1.31 - 1.40  3   31,607,141   3.1 
1.41 - 1.50  1   7,991,531   0.8 
1.51 - 1.60  7   114,134,695   11.3 
1.61 - 1.70  6   88,714,466   8.8 
1.71 - 1.80  6   193,662,105   19.2 
1.81 - 1.90  3   125,227,199   12.4 
1.91 - 2.00  2   19,819,744   2.0 
2.01 - 2.50  13   251,823,823   25.0 
2.51 - 3.00  2   96,440,000   9.6 
3.01 - 3.10  1   54,863,232   5.4 
Total:  48   $1,008,188,843   100.0%
Weighted Average:  2.00x         
UNDERWRITTEN NCF DEBT SERVICE COVERAGE RATIO
Range of U/W NCF
DSCRs (x)
  Number of
Mortgage
Loans
   Aggregate Cut-
off Date Balance
  % of Initial
Pool Balance
1.20  3   $19,850,000   2.0%
1.21 - 1.30  3   28,679,742   2.8 
1.31 - 1.40  2   30,982,307   3.1 
1.41 - 1.50  8   97,291,662   9.7 
1.51 - 1.60  7   99,445,381   9.9 
1.61 - 1.70  7   250,197,500   24.8 
1.71 - 1.80  2   118,750,000   11.8 
1.81 - 1.90  4   102,207,287   10.1 
1.91 - 2.00  1   20,000,000   2.0 
2.01 - 2.50  9   144,344,964   14.3 
2.51 - 2.95  2   96,440,000   9.6 
Total:  48   $1,008,188,843   100.0%
Weighted Average:  1.83x         
LOAN PURPOSE
Loan Purpose  Number of
Mortgage
Loans
   Aggregate Cut-
off Date Balance
   % of Initial
Pool Balance
Refinance  27   $489,628,965   48.6%
Acquisition  20   471,559,878   46.8 
Recapitalization  1   47,000,000   4.7 
Total:  48   $1,008,188,843   100.0%
 MORTGAGE RATE
Range of Mortgage Rates (%)  Number of
Mortgage
Loans
   Aggregate Cut-
off Date Balance
   % of Initial
Pool Balance
3.930 - 4.000  1   $41,440,000   4.1%
4.001 - 4.250  2   55,200,000   5.5 
4.251 - 4.500  4   150,000,000   14.9 
4.501 - 4.750  7   143,066,251   14.2 
4.751 - 5.000  11   233,331,626   23.1 
5.001 - 5.250  11   183,290,648   18.2 
5.251 - 5.500  9   98,572,500   9.8 
5.501 - 5.750  2   78,397,064   7.8 
6.251 - 6.290  1   24,890,754   2.5 
Total:  48   $1,008,188,843   100.0%
Weighted Average:  4.848%         
 UNDERWRITTEN NOI DEBT YIELD
Range of U/W NOI
Debt Yields (%)
  Number of
Mortgage
Loans
   Aggregate Cut-
off Date Balance
   % of Initial
Pool Balance
7.6 - 8.0  4   $79,850,000   7.9%
8.1 - 9.0  8   233,287,049   23.1 
9.1 - 10.0  5   113,896,701   11.3 
10.1 - 11.0  11   135,746,927   13.5 
11.1 - 12.0  5   107,003,415   10.6 
12.1 - 13.0  5   110,367,395   10.9 
13.1 - 14.0  3   65,454,548   6.5 
14.1 - 15.0  2   50,888,315   5.0 
15.1 - 16.0  2   31,331,262   3.1 
16.1 - 17.0  1   20,000,000   2.0 
17.1 - 18.0  1   5,500,000   0.5 
20.1 - 20.3  1   54,863,232   5.4 
Total:  48   $1,008,188,843   100.0%
Weighted Average:  11.3%         
 UNDERWRITTEN NCF DEBT YIELD
Range of U/W NCF
Debt Yields (%)
  Number of
Mortgage
Loans
   Aggregate Cut-
off Date Balance
   % of Initial
Pool Balance
7.1 - 8.0  7   $170,904,908   17.0%
8.1 - 9.0  7   236,232,141   23.4 
9.1 - 10.0  12   134,806,128   13.4 
10.1 - 11.0  5   54,733,851   5.4 
11.1 - 12.0  8   188,429,006   18.7 
12.1 - 13.0  3   99,401,583   9.9 
13.1 - 14.0  3   38,427,240   3.8 
14.1 - 15.0  1   24,890,754   2.5 
15.1 - 15.4  2   60,363,232   6.0 
Total:  48   $1,008,188,843   100.0%
Weighted Average:  10.3%         

 

(1)Information regarding mortgage loans that are cross-collateralized or cross-defaulted with other mortgage loans is based upon the individual loan balances, except that the applicable loan-to-value ratio, debt service coverage ratio and debt yield for each such mortgage loan is based upon the ratio or yield (as applicable) for the aggregate indebtedness evidenced by all loans in the group (without regard to any limitation on the amount of indebtedness secured by any mortgaged property in such cross-collateralized group). On an individual basis, without regard to the cross-collateralization feature, any mortgage loan that is part of a cross-collateralized group of mortgage loans may have a higher loan-to-value ratio, lower debt service coverage ratio and/or lower debt yield than is presented herein. With respect to any mortgage loan that is part of a whole loan, the loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but exclude any related subordinate secured loan(s) (unless otherwise stated). With respect to each mortgage loan, debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account any subordinate debt (whether or not secured by the related mortgaged property), that currently exists or is allowed under the terms of such mortgage loan. Prepayment provisions for each mortgage loan reflects the entire life of the loan (from origination to maturity or ARD). With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as D.C. Office Portfolio, all loan-to-value and debt yield calculations are net of the $5,000,000 earnout reserve. See Annex A-1 to the Preliminary Prospectus.

 

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. 

 

16 

 

 

BANK 2017-BNK4 Characteristics of the Mortgage Pool

ORIGINAL TERM TO MATURITY OR ARD
Original Terms to
Maturity or ARD (months)
  Number of
Mortgage
Loans
   Aggregate Cut-
off Date Balance
   % of Initial
Pool Balance
60  2   $96,303,232   9.6%
120  45   856,885,611   85.0 
121  1   55,000,000   5.5 
Total:  48   $1,008,188,843   100.0%
Weighted Average:  114 months         
REMAINING TERM TO MATURITY OR ARD
Range of Remaining Terms
to Maturity or ARD (months)
  Number of
Mortgage
Loans
   Aggregate Cut-
off Date Balance
   % of Initial
Pool Balance
58  2   $96,303,232   9.6%
84 - 120  46   911,885,611   90.4 
Total:  48   $1,008,188,843   100.0%
Weighted Average:  113 months         
ORIGINAL AMORTIZATION TERM(3)
Original
Amortization Terms
(months)
  Number of
Mortgage
Loans
   Aggregate Cut-
off Date Balance
   % of Initial
Pool Balance
Non-Amortizing  13   $490,560,000   48.7%
240  1   24,890,754   2.5 
300  8   155,986,708   15.5 
360  26   336,751,381   33.4 
Total:  48   $1,008,188,843   100.0%
Weighted Average(4):  336 months         

(3)   The original amortization term shown for any mortgage loan that is interest-only for part of its term does not include the number of months in its interest-only period and reflects only the number of months as of the commencement of amortization remaining from the end of such interest-only period.

(4)    Excludes the non-amortizing mortgage loans.

REMAINING AMORTIZATION TERM(5)
Range of Remaining Amortization Terms
(months)
  Number of
Mortgage
Loans
   Aggregate Cut-
off Date Balance
   % of Initial
Pool Balance
Non-Amortizing  13   $490,560,000   48.7%
238 - 240  1   24,890,754   2.5 
241 - 300  8   155,986,708   15.5 
301 - 360  26   336,751,381   33.4 
Total:  48   $1,008,188,843   100.0%
Weighted Average(6):  335 months         

(5)    The remaining amortization term shown for any mortgage loan that is interest-only for part of its term does not include the number of months in its interest-only period and reflects only the number of months as of the commencement of amortization remaining from the end of such interest-only period.

(6)    Excludes the non-amortizing mortgage loans.

LOCKBOXES
Type of Lockbox  Number of
Mortgage
Loans
   Aggregate Cut-
off Date Balance
   % of Initial
Pool Balance
Hard/Springing Cash Management  16   $482,626,995   47.9%
Springing  23   268,489,863   26.6 

Hard/Upfront Cash Management

  6   222,193,986   22.0 
Soft/Springing Cash Management  1   24,000,000   2.4 

Soft/Upfront Cash Management

  1   8,853,000   0.9 
None  1   2,025,000   0.2 
Total:  48   $1,008,188,843   100.0%
PREPAYMENT PROVISION SUMMARY
Prepayment Provision  Number of
Mortgage
Loans
   Aggregate Cut-
off Date Balance
   % of Initial
Pool Balance
Lockout/Def/Open  44   $917,308,335   91.0%
Lockout/GRTR 1% or YM/Open  3   49,440,508   4.9 
GRTR 0.5% or YM/Open  1   41,440,000   4.1 
Total:  48   $1,008,188,843   100.0%
CUT-OFF DATE LOAN-TO-VALUE RATIO
Range of Cut-off Date LTV
Ratios (%)
  Number of
Mortgage
Loans
   Aggregate Cut-
off Date Balance
   % of Initial
Pool Balance
47.8 - 50.0  7   $140,317,099   13.9%
50.1 - 55.0  7   284,162,818   28.2 
55.1 - 60.0  5   90,427,746   9.0 
60.1 - 65.0  15   287,981,479   28.6 
65.1 - 70.0  8   103,941,392   10.3 
70.1 - 74.9  6   101,358,310   10.1 
Total:  48   $1,008,188,843   100.0%
Weighted Average:  59.1%         
 BALLOON OR ARD LOAN-TO-VALUE RATIO
Range of Balloon or ARD LTV Ratios (%)  Number of
Mortgage
Loans
   Aggregate Cut-
off Date Balance
   % of Initial
Pool Balance
35.5 - 40.0  4   $58,921,322   5.8%
40.1 - 45.0  5   104,843,142   10.4 
45.1 - 50.0  8   172,378,295   17.1 
50.1 - 55.0  9   268,155,241   26.6 
55.1 - 60.0  9   130,347,441   12.9 
60.1 - 65.0  10   153,240,171   15.2 
65.1 - 67.7  3   120,303,232   11.9 
Total:  48   $1,008,188,843   100.0%
Weighted Average:  53.8%         
 AMORTIZATION TYPE
Type of Amortization  Number of
Mortgage
Loans
   Aggregate Cut-
off Date Balance
   % of Initial
Pool Balance
Interest-only, Balloon  12   $449,120,000   44.5%
Amortizing Balloon  22   324,078,343   32.1 
Interest-only, Amortizing Balloon  13   193,550,500   19.2 
Interest-only, ARD  1   41,440,000   4.1 
Total:  48   $1,008,188,843   100.0%
ORIGINAL TERM OF INTEREST-ONLY PERIOD FOR PARTIAL IO LOANS
IO Terms (months)  Number of
Mortgage
Loans
   Aggregate Cut-
off Date Balance
   % of Initial
Pool Balance
12  1   $1,837,500   0.2%
24  4   $116,500,000   11.6 
36  4   $44,588,000   4.4 
60  4   $30,625,000   3.0 
Total:  13   $193,550,500   19.2%
Weighted Average:  32 months         
SEASONING
Seasoning (months)  Number of
Mortgage
Loans
   Aggregate Cut-
off Date Balance
   % of Initial
Pool Balance
0  6   $98,400,000   9.8%
1  10   270,648,942   26.8 
2  20   463,468,860   46.0 
3  7   113,270,884   11.2 
4  3   19,530,568   1.9 
5  1   37,669,589   3.7 
6  1   5,200,000   0.5 
Total:  48   $1,008,188,843   100.0%
Weighted Average:  2 months         


 

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. 

 

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V.       Certain Terms and Conditions

Allocation Between the RR
Interest and the Non-
Retained Certificates:
Amounts available for distributions to the holders of the Certificates (including the RR Interest) will be allocated between amounts available for distribution to the holders of the RR Interest, on the one hand, and to all other Certificates, referred to herein as the “Non-Retained Certificates”, on the other hand. The portion of such amount allocable to (a) the RR Interest will at all times be the product of such amount multiplied by 5% and (b) the Non-Retained Certificates will at all times be the product of such amount multiplied by the difference between 100% and the percentage referenced in clause (a) (each, the respective “Percentage Allocation Entitlement”).
Interest Entitlements: The interest entitlement of each Class of Non-Retained Certificates on each Distribution Date generally will be the interest accrued during the related Interest Accrual Period on the related Certificate Balance or Notional Amount at the related pass-through rate, net of any prepayment interest shortfalls allocated to that Class for such Distribution Date as described below. If prepayment interest shortfalls arise from voluntary prepayments (without Master Servicer consent) on particular non-specially serviced loans during any collection period, the Master Servicer is required to make a compensating interest payment to offset those shortfalls, generally up to an amount equal to the portion of its master servicing fees that accrue at 0.25 basis points per annum. The remaining amount of prepayment interest shortfalls will be allocated between the RR Interest, on one hand, and the Non-Retained Certificates, on the other hand, in accordance with their respective Percentage Allocation Entitlements. The prepayment interest shortfalls allocated to the Non-Retained Certificates (other than the Class V and Class R Certificates) will be allocated among such Classes of Certificates entitled to interest, on a pro rata basis, based on their respective amounts of accrued interest for the related Distribution Date, to reduce the interest entitlement on each such Class of Certificates. If a Class receives less than the entirety of its interest entitlement on any Distribution Date, then the shortfall (excluding any shortfall due to prepayment interest shortfalls), together with interest thereon, will be added to its interest entitlement for the next succeeding Distribution Date.
Aggregate Principal
Distribution Amount:
The Aggregate Principal Distribution Amount for each Distribution Date generally will be the aggregate amount of principal received or advanced in respect of the mortgage loans, net of any non-recoverable advances and interest thereon and workout-delayed reimbursement amounts that are reimbursed to the Master Servicer, the Special Servicer or the Trustee during the related collection period. Non-recoverable advances and interest thereon are reimbursable from principal collections and advances before reimbursement from other amounts. Workout-delayed reimbursement amounts are reimbursable from principal collections. The Non-Retained Certificates will be entitled to the portion of the Aggregate Principal Distribution Amount equal to their Percentage Allocation Entitlement, which is referred to herein as the “Principal Distribution Amount”.
Subordination, Allocation of
Losses and Certain
Expenses
The chart below describes the manner in which the payment rights of certain Classes of Non-Retained Certificates will be senior or subordinate, as the case may be, to the payment rights of other Classes of Non-Retained Certificates. The chart also shows the allocation between the RR Interest and the Non-Retained Certificates and the corresponding entitlement to receive principal and/or interest of certain Classes of Non-Retained Certificates (other than excess interest that accrues on each mortgage loan that has an anticipated repayment date) on any distribution date in descending order. It also shows the manner in which losses are allocated between the RR Interest and the Non-Retained Certificates and the manner in which the Non-Retained Certificate allocations are further allocated to certain Classes of those Certificates in ascending order (beginning with the Non-Offered Certificates, other than the Class V and Class R certificates and the RR Interest) to reduce the balance of each such class to zero; provided that no principal payments or mortgage loan losses will be allocated to the Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-G, Class R or Class V Certificates, although principal payments and losses may reduce the notional amounts of the Class X-A, Class X-B, Class X-D, Class X-E, Class X-F and Class X-G certificates and, therefore, the amount of interest they accrue.

 

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. 

 

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BANK 2017-BNK4 Certain Terms and Conditions

  

 (bar chart)
  
(1)The Class X-A, Class X-B, Class X-D, Class X-E, Class X-F and Class X-G Certificates are interest-only certificates.
   
(2)The Class X-D, Class X-E, Class X-F and Class X-G Certificates and the RR Interest are Non-Offered Certificates.
   
(3)Other than the Class X-D, Class X-E, Class X-F, Class X-G, Class R and Class V Certificates and the RR Interest.

 

Distributions: On each Distribution Date, funds available for distribution from the mortgage loans, net of specified trust fees, expenses and reimbursements that are allocable to the Non-Retained Certificates will generally be distributed in the following amounts and order of priority (in each case to the extent of remaining available funds):
  1.   Class A-1, A-2, A-3, A-4, A-SB, X-A, X-B, X-D, X-E, X-F and X-G Certificates: To interest on the Class A-1, A-2, A-3, A-4, A-SB, X-A, X-B, X-D, X-E, X-F and X-G Certificates, pro rata, according to their respective interest entitlements.
  2.   Class A-1, A-2, A-3, A-4 and A-SB Certificates: To principal on the Class A-1, A-2, A-3, A-4 and A-SB Certificates in the following amounts and order of priority: (i) first, to principal on the Class A-SB Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date until their Certificate Balance is reduced to the Class A-SB Planned Principal Balance for such Distribution Date; (ii) second, to principal on the Class A-1 Certificates until their Certificate Balance is reduced to zero, up to the remainder of the Principal Distribution Amount for such Distribution Date; (iii) third, to principal on the Class A-2 Certificates until their Certificate Balance is reduced to zero, up to the remainder of the Principal Distribution Amount for such Distribution Date; (iv) fourth, to principal on the Class A-3 Certificates, until their Certificate Balance is reduced to zero, up to the remainder of the Principal Distribution Amount for such Distribution Date; (v) fifth, to principal on the Class A-4 Certificates, until their Certificate Balance is reduced to zero, up to the remainder of the Principal Distribution Amount for such Distribution Date; and (vi) sixth, to principal on the Class A-SB Certificates until their Certificate Balance is reduced to zero, up to the remainder of the Principal Distribution Amount for such Distribution Date. However, if the Certificate Balance of each and every Class of Principal Balance Certificates, other than the Class A-1, A-2, A-3, A-4 and A-SB Certificates and the RR Interest, has been reduced to zero as a result of the allocation of Mortgage Loan losses and expenses and any of the Class A-1, A-2, A-3, A-4 and A-SB Certificates remains outstanding, then the Principal Distribution Amount will be distributed to the Class A-1, A-2, A-3, A-4 and A-SB Certificates, pro rata, based on their respective outstanding Certificate Balances, until their Certificate Balances have been reduced to zero.
  3.   Class A-1, A-2, A-3, A-4 and A-SB Certificates: To reimburse the holders of the Class A-1, A-2, A-3, A-4 and A-SB Certificates, pro rata, on the basis of previously allocated unreimbursed losses, for any previously unreimbursed losses (plus interest thereon) on the mortgage loans that were previously allocated in reduction of the Certificate

 

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. 

 

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BANK 2017-BNK4 Certain Terms and Conditions

 

          Balances of such Classes.
 

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

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

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

7.    After the Class A-1, A-2, A-3, A-4, A-SB, A-S, B and C Certificates are paid all amounts to which they are entitled, the remaining funds available for distribution will be used to pay interest, principal and loss reimbursement amounts on the Class D, E, F and G Certificates sequentially in that order in a manner analogous to the Class C Certificates.

Allocation of Yield
Maintenance and
Prepayment Premiums:

If any yield maintenance charge or prepayment premium is collected during any particular collection period with respect to any mortgage loan, then on the Distribution Date corresponding to that collection period, the certificate administrator will pay that yield maintenance charge or prepayment premium (net of liquidation fees payable therefrom) in the following manner: (x)(1) to each of the Class A-1, A-2, A-3, A-4, A-SB, A-S, B, C and D Certificates, the product of (a) the Non-Retained Certificates’ Percentage Allocation Entitlement of the yield maintenance charge or prepayment premium, (b) the related Base Interest Fraction (as defined in the Preliminary Prospectus) for such Class, and (c) a fraction, the numerator of which is equal to the amount of principal distributed to such Class for that Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal Balance Certificates (other than the RR Interest) for that Distribution Date, (2) to the Class X-A Certificates, the excess, if any, of (a) the product of (i) the Non-Retained Certificates’ Percentage Allocation Entitlement of such yield maintenance charge or prepayment premium and (ii) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-1, A-2, A-3, A-4 and A-SB Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal Balance Certificates (other than the RR Interest) for that Distribution Date, over (b) the amount of such yield maintenance charge or prepayment premium distributed to the Class A-1, A-2, A-3, A-4 and A-SB Certificates as described above, and (3) to the Class X-B Certificates, any remaining portion of the Non-Retained Percentage of such yield maintenance charge or prepayment premium not distributed as described above, and (y) to the RR Interest, its Percentage Allocation Entitlement of the yield maintenance charge or prepayment premium.

No prepayment premiums or yield maintenance charges will be distributed to the holders of the Class X-D, X-E, X-F, X-G, E, F, G, V or R Certificates. For a description of when prepayment premiums and yield maintenance charges are generally required on the mortgage loans, see Annex A-1 to the Preliminary Prospectus. See also “Risk Factors—Risks Relating to the Mortgage Loans—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions” and “Risk Factors—Other Risks Relating to the Certificates—Your Yield May Be Affected by Defaults, Prepayments and Other Factors” in the Preliminary Prospectus. Prepayment premiums and yield maintenance charges will be distributed on each Distribution Date only to the extent they are actually received on the

 

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. 

 

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BANK 2017-BNK4 Certain Terms and Conditions

 

  mortgage loans as of the related Determination Date.
Realized Losses:

The Certificate Balances of the Class A-1, A-2, A-3, A-4, A-SB, A-S, B, C, D, E, F and G Certificates, will be reduced without distribution on any Distribution Date as a write-off to the extent of the Non-Retained Certificates’ Percentage Allocation Entitlement of any losses realized on the mortgage loans allocated to such Class on such Distribution Date. Such losses will be applied in the following order, in each case until the related Certificate Balance is reduced to zero: first, to the Class G Certificates; second, to the Class F Certificates; third, to the Class E Certificates; fourth, to the Class D Certificates; fifth, to the Class C Certificates; sixth, to the Class B Certificates; seventh, to the Class A-S Certificates; and, finally, pro rata, to the Class A-1, A-2, A-3, A-4 and A-SB Certificates based on their outstanding Certificate Balances.

The notional amount of the Class X-A Certificates will be reduced by the amount of all losses that are allocated to the Class A-1, A-2, A-3, A-4 or A-SB Certificates as write-offs in reduction of their Certificate Balances. The notional amount of the Class X-B Certificates will be reduced by the amount of all losses that are allocated to the Class A-S, B or C Certificates as write-offs in reduction of their Certificate Balances. The notional amount of the Class X-D Certificates will be reduced by the amount of all losses that are allocated to the Class D Certificates as write-offs in reduction of their Certificate Balance. The notional amount of the Class X-E Certificates will be reduced by the amount of all losses that are allocated to the Class E Certificates as write-offs in reduction of their Certificate Balance. The notional amount of the Class X-F Certificates will be reduced by the amount of all losses that are allocated to the Class F Certificates as write-offs in reduction of their Certificate Balance. The notional amount of the Class X-G Certificates will be reduced by the amount of all losses that are allocated to the Class G Certificates as write-offs in reduction of their Certificate Balance.

P&I Advances: The Master Servicer or, if the Master Servicer fails to do so, the Trustee, will be obligated to advance delinquent debt service payments (other than balloon payments, excess interest and default interest) and assumed debt service payments on mortgage loans with delinquent balloon payments (excluding any related companion loan), except to the extent any such advance is deemed non-recoverable from collections on the related mortgage loan. In addition, if an Appraisal Reduction Amount exists for a given mortgage loan, the interest portion of any P&I advance for such mortgage loan will be reduced, which will have the effect of reducing the amount of interest available for distribution to the Certificates, which with respect to the Non-Retained Certificates will be applied in reverse alphabetical order of their Class designations (except that interest payments on the Class A-1, A-2, A-3, A-4, A-SB, X-A, X-B, X-D, X-E, X-F and X-G Certificates would be affected on a pari passu basis).
Servicing Advances: The Master Servicer or, if the Master Servicer fails to do so, the Trustee, will be obligated to make servicing advances, including the payment of delinquent property taxes, insurance premiums and ground rent, except to the extent that those advances are deemed non-recoverable from collections on the related mortgage loan. The Master Servicer or the Trustee, as applicable, will have the primary obligation to make any required servicing advances with respect to the Serviced Whole Loans. The master servicer or trustee, as applicable, under the BACM 2017-BNK3 securitization will have the primary obligation to make any required servicing advances with respect to The Summit Birmingham whole loan and the JW Marriott Desert Springs whole loan. The master servicer or trustee, as applicable, under the GSMS 2017-GS5 securitization (prior to the securitization of Note A-2 of the Pentagon Center Whole Loan) or the Pentagon Center Note A-2 Securitization Servicing Agreement (following the securitization of note A-2 of the Pentagon Center Whole Loan) will have the primary obligation to make any required servicing advances with respect to the Pentagon Center whole loan. The master servicer or trustee, as applicable, under the WFCM 2017-RB1 securitization will have the primary obligation to make any required servicing advances with respect to The Davenport whole loan. The master servicer or trustee, as applicable, under the BBCMS 2017-C1 securitization will have the primary obligation to make any required servicing advances with respect to the Merrill Lynch Drive whole loan. The master servicer or trustee, as applicable, under the CGCMT 2017-P7 securitization will have the primary obligation to make any required servicing advances with respect to the Key Center Cleveland whole loan. The Special Servicer will have no obligation to make servicing advances but may do so in an emergency situation.
Appraisal Reduction
Amounts and Collateral
Deficiency Amounts:
An Appraisal Reduction Amount generally will be created in the amount, if any, by which the principal balance of a required appraisal loan (which is a mortgage loan with respect to which certain defaults, modifications or insolvency events have occurred as further described in the Preliminary Prospectus) plus other amounts overdue or advanced in connection with such mortgage loan exceeds 90% of the appraised value of the related mortgaged property plus certain escrows and reserves (including letters of credit) held with respect to the mortgage loan. With respect to any whole loan, any Appraisal Reduction Amount will be allocated first to the related subordinate secured loan, if any, and then to the related mortgage loan and the related pari passu companion loan(s).
  A mortgage loan will cease to be a required appraisal loan when the same has ceased to be a specially serviced loan (if applicable), has been brought current for at least three consecutive

 

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. 

 

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  months and no other circumstances exist that would cause such mortgage loan to be a required appraisal loan.

A Collateral Deficiency Amount will exist with respect to any mortgage loan that is modified into an AB loan structure and remains a corrected mortgage loan and will generally equal the excess of (i) the stated principal balance of such AB modified loan (taking into account the related junior note(s) and any pari passu notes included therein), over (ii) the sum of (in the case of a whole loan, solely to the extent allocable to the subject mortgage loan) (x) the most recent appraised value of the related mortgaged property plus (y) solely to the extent not reflected or taken into account in such appraised value (or in the calculation of any related Appraisal Reduction Amount) and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such determination, any capital or additional collateral contributed by the related borrower at the time the mortgage loan (and as part of the modification thereto) became an AB modified loan plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y) and solely to the extent not reflected or taken into account in the calculation of any related Appraisal Reduction Amount) held by the lender with respect to the mortgage loan as of the date of such determination.

A Cumulative Appraisal Reduction Amount with respect to any mortgage loan will be the sum of any Appraisal Reduction Amount and any Collateral Deficiency Amount.

Appraisal Reduction Amounts will affect the amount of debt service advances in respect of the related mortgage loan. Additionally, Cumulative Appraisal Reduction Amounts will be taken into account in the determination of the identity of the Class whose majority constitutes the “majority controlling class certificateholder” and is entitled to appoint the directing certificateholder.

Clean-Up Call and Exchange

Termination:

On each Distribution Date occurring after the aggregate unpaid principal balance of the pool of mortgage loans is less than 1.0% of the principal balance of the mortgage loans as of the cut-off date, certain specified persons will have the option to purchase all of the remaining mortgage loans (and the trust’s interest in all property acquired through exercise of remedies in respect of any mortgage loan) at the price specified in the Preliminary Prospectus. Exercise of the option will terminate the trust and retire the then-outstanding certificates.

If the aggregate Certificate Balances of each of the Class A-1, A-2, A-3, A-4, A-SB, A-S, B, C and D Certificates have been reduced to zero, the trust may also be terminated in connection with an exchange of all the then-outstanding certificates (other than the Class R Certificates and the RR Interest) for the mortgage loans and REO properties then remaining in the issuing entity, subject to payment of a price specified in the Preliminary Prospectus, but all of the holders of those outstanding Classes (other than the Class V, Class R Certificates and the RR Interest) of certificates would have to voluntarily participate in the exchange.

Liquidation Loan Waterfall: Following the liquidation of any loan or property, the net liquidation proceeds generally will be applied (after reimbursement of advances and certain trust fund expenses), first, as a recovery of accrued interest, other than delinquent interest that was not advanced as a result of Appraisal Reduction Amounts, second, as a recovery of principal until all principal has been recovered, and then as a recovery of delinquent interest that was not advanced as a result of Appraisal Reduction Amounts. Please see “Description of the Certificates—Distributions—Application Priority of Mortgage Loan Collections or Whole Loan Collections” in the Preliminary Prospectus.
Majority Controlling Class
Certificateholder and
Directing Certificateholder:
A directing certificateholder may be appointed by the “majority controlling class certificate-holder”, which will be the holder(s) of a majority of the “controlling class”, which means the most subordinate class among the Class F and G Certificates that has a Certificate Balance, as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to that class, that is at least equal to 25% of its total initial Certificate Balance; provided that if at any time the Certificate Balances of the Certificates (other than the Class F and G Certificates and the RR Interest) have been reduced to zero as a result of principal payments on the mortgage loans, then the “controlling class” will be the most subordinate class of Class F and G Certificates that has a Certificate Balance greater than zero without regard to any Cumulative Appraisal Reduction Amounts. The majority controlling class certificateholder will have a continuing right to appoint, remove or replace the directing certificateholder in its sole discretion. This right may be exercised at any time and from time to time. See “Pooling and Servicing Agreement—The Directing Certificateholder” in the Preliminary Prospectus.
Control and Consultation:

The rights of various parties to replace the Special Servicer and approve or consult with respect to major actions of the Special Servicer will vary according to defined periods.

A “Control Termination Event” occurs if the Class F Certificates have a Certificate Balance, net of any Cumulative Appraisal Reduction Amounts allocable to that Class, that is less than 25% of the initial Certificate Balance of that Class or, while the Class F Certificates are the controlling class, the majority (by Certificate Balance) of the holders of the Class F Certificates irrevocably waived its right, in writing, to exercise any of the rights of the majority controlling class certificateholder and such rights have not been reinstated to a successor majority controlling

 

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. 

 

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  class certificateholder.

A “Consultation Termination Event” occurs if the Class F Certificates and Class G Certificates each have a Certificate Balance, without regard to any Cumulative Appraisal Reduction Amounts allocable to that Class, that is less than 25% of the initial Certificate Balance of that Class or, while the Class F Certificates are the controlling class, the majority (by Certificate Balance) of the holders of the Class F Certificates irrevocably waived its right, in writing, to exercise any of the rights of the majority controlling class certificateholder and such rights have not been reinstated to a successor majority controlling class certificateholder.

If no Control Termination Event has occurred and is continuing, except with respect to the Excluded Loans (as defined below) as to such party, (i) the directing certificateholder will be entitled to grant or withhold approval of asset status reports prepared, and material servicing actions proposed, by the Special Servicer, and (ii) the directing certificateholder will be entitled to terminate and replace the Special Servicer with or without cause, and appoint itself or another person as the successor special servicer. It will be a condition to such appointment that Fitch, KBRA and Moody’s (and any Rating Agency rating any securities backed by any pari passu companion loan(s) serviced under this transaction) confirm that the appointment would not result in a qualification, downgrade or withdrawal of any of their then-current ratings of certificates (and any certificates backed by any pari passu companion loan(s) serviced under this transaction).

If a Control Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and is continuing, the Special Servicer will be required to consult with the directing certificateholder (other than with respect to Excluded Loans as to such party) and the Operating Advisor in connection with asset status reports and material special servicing actions.

If a Consultation Termination Event has occurred and is continuing, the Special Servicer must seek to consult with the Operating Advisor in connection with asset status reports and material special servicing actions, and, in general, no directing certificateholder will be recognized or have any right to terminate the Special Servicer or approve, direct or consult with respect to servicing matters.

With respect to the Serviced Whole Loans, the rights of the directing certificateholder described above will be subject to the consultation rights of the holder of the related pari passu companion loan(s) as described below.

Notwithstanding any contrary description set forth above, with respect to the mortgage loans relating to the Serviced Whole Loans, the holder of the pari passu companion loan(s) in the related Serviced 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.

For purposes of the servicing of the Serviced Whole Loans, the occurrence and continuance of a Control Termination Event or Consultation Termination Event under this securitization will not limit the consultation and other rights of the holder of the pari passu companion loan(s).

Notwithstanding any contrary description set forth above, with respect to each of The Summit Birmingham mortgage loan and the JW Marriott Desert Springs mortgage loan, in general the related whole loan will be serviced under the BACM 2017-BNK3 pooling and servicing agreement, which grants the directing certificateholder under the BACM 2017-BNK3 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 each of The Summit Birmingham whole loan and the JW Marriott Desert Springs 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 BACM 2017-BNK3 securitization.

  Notwithstanding any contrary description set forth above, with respect to the Pentagon Center mortgage loan, in general the related whole loan will be serviced, (i) prior to the securitization of Note A-2, under the GSMS 2017-GS5 pooling and servicing agreement, and (ii) following the securitization of Note A-2, under the Pentagon Center Note A-2 Securitization Servicing Agreement, each of which grants (or is expected to grant) the controlling noteholder of the Pentagon Center whole loan 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 Pentagon Center whole

 

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. 

 

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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 controlling noteholder of the Pentagon Center whole loan.

Notwithstanding any contrary description set forth above, with respect to The Davenport mortgage loan, in general the related whole loan is expected to be serviced under the WFCM 2017-RB1 pooling and servicing agreement, which grants the directing certificateholder under the WFCM 2017-RB1 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 Davenport 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 WFCM 2017-RB1 securitization.

Notwithstanding any contrary description set forth above, with respect to the Merrill Lynch Drive mortgage loan, in general the related whole loan will be serviced under the BBCMS 2017-C1 pooling and servicing agreement, which grants the directing certificateholder under the BBCMS 2017-C1 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 Merrill Lynch Drive 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 BBCMS 2017-C1 securitization.

Notwithstanding any contrary description set forth above, with respect to the Key Center Cleveland mortgage loan, in general the related whole loan is expected to be serviced under the CGCMT 2017-P7 pooling and servicing agreement, which grants the directing certificateholder under the CGCMT 2017-P7 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 Key Center Cleveland 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 CGCMT 2017-P7 securitization.

Notwithstanding any contrary description set forth above, the majority controlling class certificateholder and the directing certificateholder will have no right to receive asset status reports or such other information as may be specified in the pooling and servicing agreement, to grant or withhold approval of, or consult with respect to, asset status reports prepared, and material servicing actions proposed, by the Special Servicer, with respect to an Excluded Loan as to the directing certificateholder. Additionally, the risk retention consultation party will have no right to consult with respect to, asset status reports prepared, and material servicing actions proposed, by the Special Servicer, with respect to an Excluded Loan as to the risk retention consultation party.

In addition, notwithstanding any contrary description set forth above, in the event that, with respect to any mortgage loan, a controlling class certificateholder is a Borrower Party, such controlling class certificateholder will have no right to receive asset status reports or such other information as may be specified in the pooling and servicing agreement with respect to such mortgage loan, and such controlling class certificateholder will be referred to as an “excluded controlling class holder”.

“Excluded Loan” means (i) with respect to the directing certificateholder, a mortgage loan with respect to which the majority controlling class certificateholder or the directing certificateholder is a Borrower Party and (ii) with respect to the risk retention consultation party, a mortgage loan with respect to which the risk retention consultation party or the holder of the majority of the RR Interest is a Borrower Party.

“Borrower Party” means a borrower, a mortgagor or a manager of a mortgaged property, an Accelerated Mezzanine Loan Lender, or any Borrower Party Affiliate.

“Accelerated Mezzanine Loan Lender” means 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 such mezzanine loan.

“Borrower Party Affiliate” means, with respect to a borrower, a mortgagor, a manager of a Mortgaged Property or an Accelerated Mezzanine Loan Lender, (x) any other person controlling or controlled by or under common control with such borrower, mortgagor, manager or

 

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. 

 

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BANK 2017-BNK4 Certain Terms and Conditions

 

  Accelerated Mezzanine Loan Lender, as applicable, or (y) any other person owning, directly or indirectly, 25% or more of the beneficial interests in such borrower, mortgagor, manager or Accelerated Mezzanine Loan Lender.
Risk Retention Consultation
Party:

A risk retention consultation party may be appointed by the holder or holders of more than 50% of the RR Interest, by Certificate Balance. The majority RR Interest holder will have a continuing right to appoint, remove or replace the risk retention consultation party in its sole discretion. This right may be exercised at any time and from time to time.

Except with respect to an Excluded Loan as to such party, the risk retention consultation party will be entitled to consult with the Special Servicer, upon request of the risk retention consultation party, with respect to certain material servicing actions proposed by the Special Servicer.

Replacement of Special
Servicer by General Vote of
Certificateholders:
If a Control Termination Event has occurred and is continuing, the Special Servicer may be removed and replaced without cause upon the affirmative direction of certificate owners holding not less than 66-2/3% of a certificateholder quorum, following a proposal from certificate owners holding not less than 25% of the appraisal-reduced voting rights of all Principal Balance Certificates other than the RR Interest. The certificateholders who initiate a vote on a termination and replacement of the Special Servicer without cause must cause Fitch, KBRA and Moody’s to confirm the then-current ratings of the certificates (or decline to review the matter) and cause the payment of the fees and expenses incurred in the replacement. If no Control Termination Event has occurred and is continuing, the Special Servicer may be replaced by the directing certificateholder, subject to Fitch, KBRA and Moody’s (and any Rating Agency rating any securities backed by any pari passu companion loan(s) serviced under this transaction) confirming the then-current ratings of the Certificates (and any certificates backed by any pari passu companion loans serviced under this transaction) or declining to review the matter.
Excluded Special Servicer: In the event that, with respect to any mortgage loan, the Special Servicer is a Borrower Party, the Special Servicer will be required to resign as special servicer of such mortgage loan (referred to as an “excluded special servicer loan”). If no Control Termination Event has occurred and is continuing, the directing certificateholder will be entitled to appoint (and may replace with or without cause) a separate special servicer that is not a Borrower Party (referred to as an “excluded special servicer”) with respect to such excluded special servicer loan unless such excluded special servicer loan is also an excluded loan. Otherwise, upon resignation of the Special Servicer with respect to an excluded special servicer loan, the resigning Special Servicer will be required to appoint the excluded special servicer.
Appraisal Remedy: If the Class of Certificates comprising the controlling class loses its status as controlling class because of the application of an Appraisal Reduction Amount or Collateral Deficiency Amount, the holders of a majority of the voting rights of such Class may require the Special Servicer to order a second appraisal for any mortgage loan in respect of which an Appraisal Reduction Amount or Collateral Deficiency Amount has been applied. The Special Servicer must thereafter determine whether, based on its assessment of such second appraisal, any recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted, and if so warranted, the Special Servicer will recalculate such Appraisal Reduction Amount or Collateral Deficiency Amount. Such Class will not be able to exercise any direction, control, consent and/or similar rights of the controlling class unless and until reinstated as the controlling class through such determination; and pending such determination, the rights of the controlling class will be exercised by the control eligible certificates (which may only be any one of Class F and G), if any, that would be the controlling class taking into account the subject appraisal reduction amount.
Sale of Defaulted Assets:

There will be no “fair value” purchase option. Instead, the pooling and servicing agreement will authorize the Special Servicer to sell defaulted mortgage loans to the highest bidder in a manner generally similar to sales of REO properties.

The sale of a defaulted loan (other than with respect to The Summit Birmingham whole loan, the Pentagon Center whole loan, the JW Marriott Desert Springs whole loan, The Davenport whole loan, the Merrill Lynch Drive whole loan and the Key Center Cleveland whole loan) for less than par plus accrued interest and certain other fees and expenses owed on the loan will be subject to consent or consultation rights of the directing certificateholder and/or Operating Advisor and, in the case of the Serviced Whole Loans, consultation rights of the holders of the related pari passu companion loan(s), as described in the Preliminary Prospectus.

In the case of each of the Serviced Whole Loans, pursuant to the related intercreditor agreement and the pooling and servicing agreement, if the Special Servicer offers to sell to any person (or offers to purchase) for cash such mortgage loan during such time as the related whole loan constitutes a defaulted mortgage loan, then in connection with any such sale, the Special Servicer is required to sell both the mortgage loan and the related pari passu companion loan(s) as a single whole loan

In the case of The Summit Birmingham mortgage loan, the JW Marriott Desert Springs mortgage loan, the Pentagon Center mortgage loan, The Davenport mortgage loan, the Merrill

 

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. 

 

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BANK 2017-BNK4 Certain Terms and Conditions

 

Lynch Drive mortgage loan, and the Key Center mortgage loan pursuant to the BACM 2017-BNK3 pooling and servicing agreement, the GSMS 2017-GS5 pooling and servicing agreement (prior to the securitization of Note A-2 of the Pentagon Center whole loan), the Pentagon Center Note A-2 Securitization Servicing Agreement (following the securitization of Note A-2 of the Pentagon Center whole loan), the WFCM 2017-RB1 pooling and servicing agreement, the BBCMS 2017-C1 pooling and servicing agreement, or the CGCMT 2017-P7 pooling and servicing agreement, as applicable, the related special servicer may offer to sell to any person (or may offer to purchase) for cash the related whole loan during such time as the applicable companion loan(s) constitute a defaulted mortgage loan under the related pooling and servicing agreement, and, in connection with any such sale, the related special servicer is required to sell both the mortgage loan and the related pari passu companion loan(s) as a whole loan. The directing certificateholder for this securitization will have consultation rights as the holder of an interest in the related mortgage loan, as described in the Preliminary Prospectus.
“As-Is” Appraisals: Appraisals must be conducted on an “as-is” basis, and must be no more than 9 months old, for purposes of determining Appraisal Reduction Amounts and market value in connection with REO sales. Required appraisals may consist of updates of prior appraisals. Internal valuations by the Special Servicer are permitted if the principal balance of a mortgage loan is less than $2,000,000.
Operating Advisor:

The Operating Advisor will perform certain review duties if a Control Termination Event has occurred and is continuing, which will generally include a limited annual review of, and the delivery of a report regarding, certain actions of the Special Servicer with respect to the resolution and/or liquidation of specially serviced loans to the Certificate Administrator. The review and report generally will be based on any asset status reports and additional information delivered to the Operating Advisor by the Special Servicer. In addition, if a Control Termination Event has occurred and is continuing, the Special Servicer must seek to consult with the Operating Advisor (in addition to the directing certificateholder if no Consultation Termination Event has occurred and is continuing) in connection with material special servicing actions with respect to specially serviced loans serviced by the Special Servicer. Furthermore, under certain circumstances, but only if a Consultation Termination Event has occurred and is continuing, the Operating Advisor may recommend the replacement of the Special Servicer, in which case the Certificate Administrator will deliver notice of such recommendation to the certificateholders, and certificateholders with specified percentages of the voting rights may direct the replacement of the Special Servicer at their expense.

If a Consultation Termination Event has occurred and is continuing, the Operating Advisor may be removed and replaced without cause upon the affirmative direction of certificate owners holding not less than 75% of the appraisal-reduced voting rights of all Certificates, following a proposal from certificate owners holding not less than 25% of the appraisal-reduced voting rights of all certificates. The certificateholders who initiate a vote on a termination and replacement of the Operating Advisor without cause must cause Fitch, KBRA and Moody’s to confirm the then-current ratings of the certificates (or decline to review the matter) and cause the payment of the fees and expenses incurred in the replacement. The Operating Advisor generally may be discharged from its duties if and when the Class A-1, A-2, A-3, A-4, A-SB, A-S, B, C, D and E Certificates are retired.

Asset Representations
Reviewer:

The Asset Representations Reviewer will be required to review certain delinquent mortgage loans after a specified delinquency threshold has been exceeded (an “Asset Review Trigger”) and the required percentage of certificateholders vote to direct a review of such delinquent loans. An Asset Review Trigger will occur when either (1) mortgage loans with an aggregate outstanding principal balance of 25.0% or more of the aggregate outstanding principal balance of all of the mortgage loans (including any REO loans (or a portion of any REO loan in the case of a whole loan) held by the issuing entity as of the end of the applicable collection period are delinquent loans or (2) at least 15 mortgage loans are delinquent loans as of the end of the applicable collection period and the outstanding principal balance of such delinquent loans in the aggregate constitutes at least 20.0% of the aggregate outstanding principal balance of all of the mortgage loans (including any REO loans (or a portion of any REO loan in the case of a whole loan)) held by the issuing entity as of the end of the applicable collection period. See “Pooling and Servicing Agreement—The Asset Representations Reviewer—Asset Review” in the Preliminary Prospectus.

The Asset Representations Reviewer may be terminated and replaced without cause. Upon (i) the written direction of certificateholders evidencing not less than 25% of the voting rights (without regard to the application of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations Reviewer with a proposed successor Asset Representations Reviewer that is an eligible asset reviewer, and (ii) payment by such holders to the certificate administrator of the reasonable fees and expenses to be incurred by the certificate administrator in connection with administering such vote, the certificate administrator will promptly provide notice to all certificateholders and the Asset Representations Reviewer of such request by posting such notice on its internet website, and by mailing such notice to all certificateholders and the Asset Representations Reviewer. Upon

 

THE 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. 

 

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BANK 2017-BNK4 Certain Terms and Conditions

 

  the written direction of certificateholders evidencing at least 75% of a certificateholder quorum (without regard to the application of any Appraisal Reduction Amounts), the Trustee will terminate all of the rights and obligations of the Asset Representations Reviewer under the pooling and servicing agreement by written notice to the Asset Representations Reviewer, and the proposed successor Asset Representations Reviewer will be appointed. See “Pooling and Servicing Agreement—The Asset Representations Reviewer” in the Preliminary Prospectus.
Dispute Resolution
Provisions:

The mortgage loan sellers will be subject to the dispute resolution provisions set forth in the pooling and servicing agreement to the extent those provisions are triggered with respect to any mortgage loan sold to the depositor by a mortgage loan seller and such mortgage loan seller will be obligated under the related mortgage loan purchase agreement to comply with all applicable provisions and to take part in any mediation or arbitration proceedings that may result.

Generally, in the event that a Repurchase Request (as defined in the Preliminary Prospectus) is not “Resolved” (as defined below) within 180 days after the related mortgage loan seller receives such Repurchase Request, then the enforcing servicer will be required to send a notice to the “Initial Requesting Certificateholder” (if any) and the Certificate Administrator indicating the enforcing servicer’s intended course of action with respect to the Repurchase Request. If (a) the enforcing servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against the related mortgage loan seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other certificateholder or certificate owner wishes to exercise its right to refer the matter to mediation (including non-binding arbitration) or arbitration, or (b) the enforcing servicer’s intended course of action is to pursue further action to exercise rights against the related mortgage loan seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other certificateholder or certificate owner does not agree with the dispute resolution method selected by the enforcing servicer, then the Initial Requesting Certificateholder, if any, or such other certificateholder or certificate owner may deliver a written notice to the Special Servicer indicating its intent to exercise its right to refer the matter to either mediation or arbitration.

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

Investor Communications: The certificate administrator is required to include on any Form 10–D any request received from a certificateholder to communicate with other certificateholders related to certificateholders exercising their rights under the terms of the pooling and servicing agreement. Any certificateholder wishing to communicate with other certificateholders regarding the exercise of its rights under the terms of the Pooling and Servicing Agreement will be able to deliver a written request signed by an authorized representative of the requesting investor to the certificate administrator.
Certain Fee Offsets: If a workout fee is earned by the Special Servicer following a loan default with respect to any mortgage loan that it services, then certain limitations will apply based on modification fees paid by the borrower. The modification fee generally must not exceed 1% of the principal balance of the loan as modified in any 12-month period. In addition, if the loan re-defaults, any subsequent workout fee on that loan must be reduced by a portion of the modification fees paid by the borrower in the previous 12-months. Likewise, liquidation fees collected in connection with a liquidation or partial liquidation of a mortgage loan must be reduced by a portion of the modification fees paid by the borrower in the previous 12 months.
Deal Website: The Certificate Administrator will be required to maintain a deal website, which will include, among other items: (a) summaries of asset status reports prepared by 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” tab. Investors may access the deal website following execution of a certification and confidentiality agreement.
Initial Majority Controlling
Class Certificateholder:
It is expected that RREF III Debt AIV, LP or another affiliate of Rialto Capital Advisors, LLC will be the initial majority controlling class certificateholder.

 

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. 

 

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BANK 2017-BNK4 Certain Terms and Conditions

 

Whole Loans:

The mortgaged properties identified on Annex A-1 to the Preliminary Prospectus as D.C. Office Portfolio, The Summit Birmingham, One West 34th Street, Pentagon Center, JW Marriott Desert Springs, The Davenport, Merrill Lynch Drive, Key Center Cleveland, American Greetings HQ and Ralph’s Food Warehouse Portfolio, 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, 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 D.C. Office Portfolio whole loan, the One West 34th Street whole loan, the American Greetings HQ whole loan and the Ralph’s Food Warehouse Portfolio whole loan are collectively referred to as the “Serviced Whole Loans” and will be principally serviced under the pooling and servicing agreement for this securitization. The Summit Birmingham whole loan and the JW Marriott Desert Springs whole loan will be principally serviced under the pooling and servicing agreement for the BACM 2017-BNK3 securitization. The Pentagon Center whole loan will be principally serviced (i) prior to the securitization of Note A-2, under the pooling and servicing agreement for the GSMS 2017-GS5 securitization, and (ii) following the securitization of Note A-2, under the Pentagon Center Note A-2 Securitization Servicing Agreement. The Davenport whole loan will be principally serviced under the pooling and servicing agreement for the WFCM 2017-RB1 securitization. The Merrill Lynch Drive whole loan will be principally serviced under the pooling and servicing agreement for the BBCMS 2017-C1 securitization. The Key Center Cleveland whole loan will be principally serviced under the pooling and servicing agreement for the CGCMT 2017-P7 securitization.

As of the closing date, the companion loans in the whole loans will be held by the party identified above under “IV. Characteristics of the Mortgage Pool—B. Summary of the Whole Loans”.

 

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. 

 

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D.C. OFFICE PORTFOLIO

 

 (GRAPHIC)

 

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. 

 

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D.C. OFFICE PORTFOLIO

 

 (MAP)

 

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. 

 

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No. 1 – D.C. Office Portfolio
 
Loan Information   Property Information
Mortgage Loan Seller: Bank of America, N.A.   Single Asset/Portfolio: Portfolio
Credit Assessment (Fitch/KBRA/Moody’s): NR/NR/NR   Property Type: Office
Original Principal Balance(1): $70,000,000   Specific Property Type: CBD
Cut-off Date Balance(1): $70,000,000   Location: Washington, D.C.
% of Initial Pool Balance: 6.9%   Size: 328,319 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF(1): $319.81
Borrower Names: ZG 1900 L Street, LLC; ZG 1920 L Street, LLC; ZG 1020 19th Street, LLC   Year Built/Renovated: Various/Various
Sponsors: Charles Gravely; Shelton Zuckerman   Title Vesting: Fee
Mortgage Rate: 4.7579%   Property Manager: Self-managed
Note Date: February 13, 2017   4th Most Recent Occupancy (As of): 93.8% (12/31/2013)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 92.7% (12/31/2014)
Maturity Date: March 1, 2027   2nd Most Recent Occupancy (As of): 91.0% (12/31/2015)
IO Period: 120 months   Most Recent Occupancy (As of): 94.4% (12/31/2016)
Loan Term (Original): 120 months   Current Occupancy (As of)(5): 89.4% (Various)
Seasoning: 1 month    
Amortization Term (Original): NAP   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of): $9,670,234 (12/31/2013)
Call Protection(2): L(25),D(90),O(5)   3rd Most Recent NOI (As of): $9,553,851 (12/31/2014)
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI (As of): $9,384,675 (12/31/2015)
Additional Debt(1)(3): Yes   Most Recent NOI (As of):   $8,856,380 (12/31/2016)
Additional Debt Type(1)(3): Pari Passu; Mezzanine    
         
      U/W Revenues: $15,106,635
      U/W Expenses: $5,846,676
Escrows and Reserves(4):         U/W NOI: $9,259,959
Type: Initial Monthly Cap (If Any)   U/W NCF: $8,652,568
Taxes $1,614,433 $230,633 NAP   U/W NOI DSCR(1): 1.83x
Insurance $0 Springing NAP   U/W NCF DSCR(1): 1.71x
Replacement Reserve $0 $4,925 $237,000   U/W NOI Debt Yield(1)(6): 9.3%
TI/LC Reserve $0 $41,040 $1,970,000   U/W NCF Debt Yield(1)(6): 8.7%
Free Rent Reserve $806,797 $0 NAP   As-Is Appraised Value: $186,800,000
Rent Reserve $310,546 $0 NAP   As-Is Appraisal Valuation Date: December 22, 2016
Existing TI/LC Reserve $816,325 $0 NAP   Cut-off Date LTV Ratio(1)(6)(7): 53.5%
Earnout Reserve $5,000,000 $0 NAP   LTV Ratio at Maturity or ARD(1)(6)(7): 53.5%
             
                 

(1)The D.C. Office Portfolio Whole Loan (as defined below), which had an original principal balance of $105,000,000, is comprised of two pari passu promissory notes. The controlling D.C. Office Portfolio Mortgage Loan (as defined below) had an original principal balance of $70,000,000, has an outstanding principal balance of $70,000,000 as of the Cut-off Date and will be contributed to the BANK 2017-BNK4 trust. The Cut-off Date Balance Per SF and U/W NOI DSCR and U/W NCF DSCR are based on the D.C. Office Portfolio Whole Loan.

(2)The defeasance lockout period will be at least 25 payment dates beginning with and including the first payment date of April 1, 2017. Defeasance of the D.C. Office Portfolio Whole Loan is permitted after the date that is the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized, and (ii) March 1, 2020. The assumed lockout period of 25 payments is based on the expected BANK 2017-BNK4 trust closing date in April 2017.

(3)See “Subordinate and Mezzanine Indebtedness” section.

(4)See “Escrows” section.

(5)Current Occupancy includes one new tenant with a signed lease effective February 15, 2017 and three tenants (3.1% of NRA) with executed leases that will not be in occupancy at the D.C. Office Portfolio Property until June 1, 2017, July 15, 2017 and October 1, 2017. The lender has reserved six months’ rent associated with each of the four tenants. The Current Occupancy excluding these four tenants is 85.9%. See “Escrows” below for further details.

(6)The D.C. Office Portfolio Whole Loan included the funding of a $5,000,000 earnout reserve, which may be released to the borrower in partial disbursements provided among other conditions a 6.73% debt yield is achieved. Any amounts not disbursed within the later of the second year following securitization of the last note and 30 months of the closing date of the D.C. Office Portfolio Whole Loan will be used to pay down the D.C. Office Portfolio Whole Loan with the borrower’s payment of a yield maintenance premium. The U/W NOI Debt Yield, U/W NCF Debt Yield, Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD as shown are based on the D.C. Office Portfolio Whole Loan net of the $5,000,000 earnout reserve. The U/W NOI Debt Yield, U/W NCF Debt Yield and Cut-off Date LTV Ratio based on the D.C. Office Portfolio Whole Loan amount of $105,000,000 are 8.8%, 8.2% and 56.2%, respectively.

(7)The D.C. Office Portfolio Property was given an “As-Is” appraised assemblage land value of $203,000,000 as of December 22, 2016 resulting in a Cut-off Date LTV ratio of 51.7% based on the D.C. Office Portfolio Whole Loan.

 

The Mortgage Loan. The mortgage loan (the “D.C. Office Portfolio Mortgage Loan”) is part of a whole loan (“D.C. Office Portfolio Whole Loan”) evidenced by two pari passu notes, including Note A-1 and Note A-2, both secured by a first lien mortgage encumbering three office buildings located in Washington, D.C. (the “D.C. Office Portfolio Property” or the “D.C. Office Portfolio Properties”). The D.C. Office Portfolio Whole Loan was originated on February 13, 2017 by Bank of America, N.A. The D.C. Office Portfolio Whole Loan had an original principal balance of $105,000,000, has an outstanding principal balance as of the Cut-off Date of $105,000,000 and accrues interest at an interest rate of approximately 4.7579% per annum. The D.C. Office Portfolio Whole Loan

 

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. 

 

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had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires payments of interest only through the term of the D.C. Office Portfolio Whole Loan. The D.C. Office Portfolio Whole Loan matures on March 1, 2027.

 

The D.C. Office Portfolio Mortgage Loan is evidenced by Note A-1, had an original principal balance of $70,000,000, has an outstanding principal balance as of the Cut-off Date of $70,000,000, represents the controlling interest in the D.C. Office Portfolio Whole Loan and will be contributed to the BANK 2017-BNK4 trust. The D.C. Office Portfolio Companion Loan is evidenced by Note A-2, had an original principal balance of $35,000,000, has an outstanding principal balance as of the Cut-off Date of $35,000,000, is currently held by Bank of America, N.A. and is expected to be contributed to one or more future securitization trusts. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” in the Preliminary Prospectus.

 

Note Summary

 

Notes Original Balance Note Holder Controlling Interest
A-1 $70,000,000 BANK 2017-BNK4 Yes
A-2 $35,000,000 Bank of America, N.A. No
Total $105,000,000    

 

Following the lockout period, the borrower has the right to defease the D.C. Office Portfolio Whole Loan in whole or in part on any date before November 1, 2026. The D.C. Office Portfolio Whole Loan is prepayable without penalty on or after November 1, 2026. The lockout period will expire on the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized and (ii) March 1, 2020.

 

Sources and Uses(1)(2)

 

Sources         Uses      
Original whole loan amount $105,000,000   80.8%   Loan Payoff $107,197,954   82.5%
Mezzanine loan 25,000,000   19.2      Reserves 8,548,101   6.6
          Closing costs 1,091,974   0.8
          Return of equity 13,161,971   10.1
Total Sources $130,000,000   100.0%   Total Uses $130,000,000   100.0% 

 

(1)The D.C. Office Portfolio sponsors purchased the D.C. Office Portfolio Properties between 2001 and 2007 for an aggregate purchase price of $112,100,000 and maintain a total cost basis of approximately $140,564,075.

(2)The D.C. Office Portfolio Property was previously securitized in the WBCMT 2007-C31 transaction.

 

The Property. The D.C. Office Portfolio Properties consists of the fee interests in three Class “B” office buildings, the “1020 19th Street Property”, “1900 L Street Property” and “1920 L Street Property”, totaling 328,319 square feet in the Washington, D.C. central business district.

 

The following table presents certain information relating to the D.C. Office Portfolio Properties:

 

Property Schedule

 

Property Name/Location Allocated
Cut-Off
Date
Balance
% of
Portfolio Cut-Off
Date
Balance
Allocated Loan Amount Occupancy(1) Year Built/ Renovated Net Rentable Area (SF) (1) Appraised Value Allocated LTV(2)

1020 19th Street Property

1020 19th Street Northwest

Washington, D.C., 20036

$23,646,667 33.8% $35,470,000 93.9% 1982/1999 115,737 $63,100,000 53.5%
                 

1900 L Street Property

1900 L Street Northwest

Washington, D.C., 20036

$23,233,333 33.2% $34,850,000 91.4% 1965/2002 104,859 $62,000,000 53.5%
                 

1920 L Street Property

1920 L Street Northwest

Washington, D.C., 20036

$23,120,000 33.0% $34,680,000 82.6% 1963/1999 107,723 $61,700,000 53.5%
Total/Weighted Average $70,000,000 100.0% $105,000,000 89.4%   328,319 $186,800,000(3)  

 

(1)Information obtained from the underwritten rent roll, which includes one new tenant with a signed lease effective February 15, 2017 and three tenants (3.1% of NRA) with executed leases that will not be in occupancy at the D.C. Office Portfolio Property until June 1, 2017, July 15, 2017 and October 1, 2017..

(2)The Allocated LTV as shown is based on the D.C. Office Portfolio Whole Loan net of the $5,000,000 earnout reserve.

(3)The D.C. Office Portfolio Property was given an “As-Is” appraised assemblage land value of $203,000,000 as of December 22, 2016.

 

The 1020 19th Street Property is an eight-story office building located mid-block on the west side of 19th Street NW, between L Street NW and K Street NW. The 1020 19th Street Property was built in 1982 and most recently renovated in 1999 to include a new lobby and elevator updates. The D.C. Office Portfolio sponsor acquired the 1020 19th Street Property in 2007 for $48 million and has spent an additional $3,258,550 in capital improvements and approximately $5,516,725 in tenant improvements and leasing costs since acquisition. The 1020 19th Street Property contains 115,737 square feet of rentable area and 90 subterranean garage spaces. As of the February 8, 2017 borrower rent roll, the 1020 19th Street Property was 85.6% occupied.

 

The 1900 L Street Property is an eight-story office building located at the southwest corner of L Street NW and 19th Street NW. The 1900 L Street Property was built in 1965 and most recently renovated in 2002 to include a new lobby and updates to the elevators, common areas, restrooms, building systems, garage and exterior storefronts and entrance. The D.C. Office Portfolio sponsor

 

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. 

 

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acquired the 1900 L Street Property in 2001 for $16.6 million and has spent an additional $4,831,096 in capital improvements and approximately $4,388,351 in tenant improvements and leasing costs since acquisition. The 1900 L Street Property contains 104,859 square feet of rentable area and 144 subterranean garage spaces. 90 spaces are leased to Avis Budget Car Rental, LLC on a lease expiring February 28, 2026. As of the February 8, 2017 borrower rent roll, the 1900 L Street Property was 88.6% occupied.

 

The 1920 L Street Property is an eight-story office building located at the southeast corner of L Street NW and 20th Street NW. The 1920 L Street Property was built in 1963 and most recently renovated in 1999 to include a new lobby and updates to the elevators, common areas, restrooms, building systems, garage and exterior storefronts and entrance. The D.C. Office Portfolio sponsor acquired the 1920 L Street Property in 2006 for $47.5 million and has spent an additional $1,879,570 in capital improvements and approximately $3,551,550 in tenant improvements and leasing costs since acquisition. The 1920 L Street Property contains 107,723 square feet of rentable area and 143 subterranean garage spaces. As of the February 8, 2017 borrower rent roll, the 1920 L Street Property was 92.9% occupied.

 

The following table presents certain information relating to the tenancy at the D.C. Office Portfolio Property:

 

Major Tenants(1)

 

Tenant Name Tenant NRSF   % of
NRSF
  Annual U/W Base Rent PSF(2) Annual
U/W Base Rent
% of Total Annual U/W Base Rent Lease
Expiration
Date
1020 19th Street Property                
Major Tenant                
Farr, Miller & Washington 7,661   6.6%   $47.10 $360,796 7.4% 3/31/2018
Strategic Marketing Innovations 6,045   5.2%   $50.90 $307,662 6.3% 5/31/2021
Community Action Partnership 6,291   5.4%   $40.42 $254,272 5.2% 4/30/2026
Major Tenant Total 19,997   17.3%   $46.14 $922,730 18.9%  
Other Tenants(3) 88,656   76.6%   $45.45 $3,958,134 81.1%  
Total Occupied Space 108,653 (4) 93.9% (4) $45.58 $4,880,864 100.0%  
Vacant Space 7,084   6.1%          
Collateral Total 115,737   100.0%          
1900 L Street Property                
Major Tenant                
Questex Media Group, LLC 12,513   11.9%   $44.15 $552,480 12.3% 5/31/2020
Change to Win(5) 12,711   12.1%   $42.43 $539,280 12.0% 9/30/2020
Potbelly Sandwich Works 2,333   2.2%   $97.65 $227,826 5.1% 1/31/2023
Major Tenant Total 27,557   26.3%   $47.89 $1,319,586 29.3%  
Other Tenants(6) 68,273   65.1%   $46.76 $3,182,618 70.7%  
Total Occupied Space 95,830 (7) 91.4% (7) $47.08 $4,502,204 100.0%  
Vacant Space 9,029   8.6%          
Collateral Total 104,859   100.0%          
1920 L Street Property                
Major Tenant                
Liquidity Services, Inc. 27,347   25.4%   $48.60 $1,329,069 30.9% 9/30/2019
League of Conservation Voters(8) 13,030   12.1%   $53.49 $696,986 16.2% 12/31/2017
PNC Bank 5,304   4.9%   $71.29 $378,120 8.8% 12/31/2018
Major Tenant Total 45,681   42.4%   $52.63 $2,404,174 55.8%  
Other Tenants 43,342   40.2%   $46.40 $1,903,380 44.2%  
Total Occupied Space 89,023 (9) 82.6% (9) $49.68 $4,307,554 100.0%  
Vacant Space 18,700   17.4%          
Collateral Total 107,723   100.0%          

 

(1)Information based on the underwritten rent roll.

(2)Annual U/W Base Rent PSF for “Other Tenants” excludes conference room/storage space that attracts $0 rent.

(3)Includes Breastfeeding Coalition (3,885 square feet) with a signed lease commencing July 15, 2017 and Consortium of Universities (3,567 square feet) with a signed lease commencing October 1, 2017.

(4)Total Occupied Space includes a 1,571 square foot conference room.

(5)Change to Win is entitled to a two month rent abatement commencing April 2017.

(6)Includes NRI Staffing, Inc (2,772 square feet) with a signed lease commencing June 1, 2017.

(7)Total Occupied Space includes 208 square feet of storage space.

(8)The League of Conservation Voters has given notice of the exercise of its termination option effective December 31, 2017 but will remain in occupancy and paying rent until that date.

(9)Total Occupied Space includes 2,323 square feet of storage space

 

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. 

 

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The following table presents certain information relating to the lease rollover schedule at the D.C. Office Portfolio Property:

 

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

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total NRSF Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Base Rent
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF(4)
1020 19th Street Property                
MTM 1 2,598 2.3% 2,598 2.3% 77,992 1.6%  $30.02
2017 4 8,178 7.2% 10,776 9.4% 392,785 8.0%  $48.03
2018 3 11,300 9.9% 22,076 19.3% 519,207 10.6%  $45.95
2019 4 9,197 8.1% 31,273 27.4% 407,086 8.3%  $44.26
2020 2 5,707 5.0% 36,980 32.4% 260,202 5.3%  $45.59
2021 11 31,824 27.9% 68,804 60.3% 1,431,229 29.3%  $44.97
2022 5 15,615 13.7% 84,419 73.9% 757,866 15.5%  $48.53
2023 2 5,369 4.7% 89,788 78.6% 246,623 5.1%  $45.93
2024 0 0 0.0% 89,788 78.6% 0 0.0%  $0.00
2025 0 0 0.0% 89,788 78.6% 0 0.0%  $0.00
2026 1 6,291 5.5% 96,079 84.2% 254,272 5.2%  $40.42
2027(5) 4 11,003 9.6% 107,082 93.8% 533,602 10.9%  $48.50
Thereafter 0 0 0.0% 107,082