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Form FWP MSWF Commercial Mortgage Filed by: WELLS FARGO COMMERCIAL MORTGAGE SECURITIES INC

December 4, 2023 3:08 PM EST
    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-257991-09
     

     

Free Writing Prospectus

Structural and Collateral Term Sheet

$914,466,875

(Approximate Initial Pool Balance)

$828,735,000

(Approximate Aggregate Certificate Balance of Offered Certificates)

MSWF Commercial Mortgage Trust 2023-2

as Issuing Entity 

 

Wells Fargo Commercial Mortgage Securities, Inc.

as Depositor

Wells Fargo Bank, National Association

Morgan Stanley Mortgage Capital Holdings LLC

Argentic Real Estate Finance 2 LLC

Bank of America, National Association

 Starwood Mortgage Capital LLC

as Sponsors and Mortgage Loan Sellers

Commercial Mortgage Pass-Through Certificates
Series 2023-2

December 3, 2023

WELLS FARGO
SECURITIES
BofA SECURITIES MORGAN STANLEY

Co-Lead Manager and

Joint Bookrunner

Co-Lead Manager and

Joint Bookrunner

Co-Lead Manager and

Joint Bookrunner

 

Academy Securities

Co-Manager

Drexel Hamilton

Co-Manager

Siebert Williams Shank

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. 333-257991) 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. Eastern Time) or by emailing [email protected].

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herein is preliminary as of the date hereof, supersedes any such information previously delivered to you and will be superseded by any such information subsequently delivered and ultimately by the final prospectus relating to the securities.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 (i) Regulation (EU) 2017/1129 (as amended), (ii) such Regulation as it forms part of UK domestic law, or (iii) Part VI of the UK Financial Services and Markets Act 2000, as amended; and does not constitute an offering document for any other purpose.

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, Morgan Stanley & Co. LLC, BofA Securities, Inc., Academy Securities, Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any of their respective affiliates, make any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the securities. The information in this presentation is based upon management forecasts and reflects prevailing conditions and management’s views as of this date, all of which are subject to change. In preparing this presentation, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to us by or on behalf of the Mortgage Loan Sellers or which was otherwise reviewed by us.

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

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

“BofA Securities” is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives, and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation, including, in the United States, BofA Securities, Inc., which is a registered broker-dealer and member of FINRA and SIPC, and, in other jurisdictions, locally registered entities.

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 

 

MSWF Commercial Mortgage Trust 2023-2 Certificate Structure

I.          Certificate Structure

Class Expected Ratings
(Fitch/KBRA/Moody’s)(1)
Approximate Initial Certificate Balance or Notional Amount(2)

Approximate

Initial Available Certificate Balance or Notional Amount(2)

Approximate Initial Retained  Certificate Balance or Notional Amount(2)(3) Approx. Initial Credit Support(4) Pass-Through Rate Description Weighted Average Life (Years)(5) Expected Principal Window(5) Certificate Principal to Value Ratio(6) Certificate Principal U/W NOI Debt Yield(7)
Offered Certificates        
A-1 AAAsf/AAA(sf)/Aaa(sf) $2,741,000  $2,654,000  $87,000 30.000% (8) 2.18 1-49 34.3% 21.1%
A-2 AAAsf/AAA(sf)/Aaa(sf)  $69,432,000  $67,244,000  $2,188,000 30.000% (8) 4.83 49-59 34.3% 21.1%
A-SB AAAsf/AAA(sf)/Aaa(sf)  $6,496,000  $6,291,000  $205,000 30.000% (8) 7.21 59-110 34.3% 21.1%
A-4(9) AAAsf/AAA(sf)/Aaa(sf) (9)(10) (9)(10) (9)(10) 30.000% (8) (10) (10) 34.3% 21.1%
A-5(9) AAAsf/AAA(sf)/Aaa(sf) (9)(10) (9)(10) (9)(10) 30.000% (8) (10) (10) 34.3% 21.1%
X-A AAAsf/AAA(sf)/Aaa(sf)  $640,126,000(11)   $619,962,000(11)    $20,164,000(11) N/A Variable(12) N/A N/A N/A N/A
X-B A-sf/AAA(sf)/NR  $188,609,000(13) $182,667,000(13)   $5,942,000(13) N/A Variable(14) N/A N/A N/A N/A
A-S(9) AAAsf/AAA(sf)/Aa1(sf)  $121,167,000(9) $117,350,000(9) $3,817,000(9) 16.750% (8) 9.90 119-119 40.8% 17.8%
B(9) AA-sf/AA-(sf)/NR  $38,865,000(9) $37,640,000(9) $1,225,000(9) 12.500% (8) 9.90 119-119 42.9% 16.9%
C(9) A-sf/A-(sf)/NR $28,577,000(9) $27,676,000(9) $901,000(9) 9.375% (8) 9.93 119-120 44.5% 16.3%
Non-Offered Certificates                
X-D BBB-sf/BBB(sf)/NR   $24,005,000(15)   $23,248,000(15) $757,000(15) N/A Variable(16) N/A N/A N/A N/A
X-F BB-sf/BB+(sf)/NR  $17,146,000(17) $16,605,000(17) $541,000(17) N/A Variable(18) N/A N/A N/A N/A
D BBBsf/BBB+(sf)/NR  $14,860,000  $14,391,000  $469,000 7.750% (8) 9.98 120-120 45.2% 16.0%
E BBB-sf/BBB(sf)/NR  $9,145,000  $8,856,000  $289,000 6.750% (8) 9.98 120-120 45.7% 15.9%
F BB-sf/BB+(sf)/NR  $17,146,000  $16,605,000  $541,000 4.875% (8) 9.98 120-120 46.7% 15.5%
G-RR B-sf/B+(sf)/NR  $11,431,000  $11,070,000  $361,000 3.625% (8) 9.98 120-120 47.3% 15.3%
H-RR NR/NR/NR  $33,149,874  $32,104,874  $1,045,000 0.000% (8) 9.98 120-120 49.1% 14.8%
Notes:
(1) The expected ratings presented are those of Fitch Ratings, Inc. (“Fitch”), Kroll Bond Rating Agency, LLC (“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, X-B, X-D and X-F 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 December 3, 2023 (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 in connection with any variation in the Certificate Balance of the VRR Interest and/or the Horizontal Risk Retention Certificates following the calculation of the actual fair value of all of the ABS interests (as such term is defined in the Credit Risk Retention Rules) issued by the issuing entity, as described under “Credit Risk Retention” in the Preliminary Prospectus. The actual initial Certificate Balances and Notional Amounts also depend 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. In addition, the Notional Amounts of the Class X-A, X-B, X-D and X-F Certificates may vary depending upon the final pricing of the Classes of Principal Balance Certificates (as defined below) or trust components whose Certificate Balances comprise such Notional Amounts, and, if, as a result of such pricing, the pass-through rate of any of the Class X-A, X-B, X-D and X-F Certificates, as applicable, would be equal to zero at all times, such Class of Certificates may not be issued on the closing date of this securitization.
(3) On the closing date, the Certificates with the initial Certificate Balances or Notional Amounts, as applicable, set forth in the table above under “Approximate Initial Retained Certificate Balance or Notional Amount” (such Certificates, collectively the “VRR Interest”) are expected to be purchased for cash from the underwriters by a majority-owned affiliate of Argentic Real Estate Finance 2 LLC (a sponsor and affiliate of the special servicer), as the “retaining sponsor” (as such term is defined in the Credit Risk Retention Rules), as further described in “Credit Risk Retention” in the Preliminary Prospectus.
(4) The approximate initial credit support with respect to the Class A-1, A-2, A-SB, A-4 and A-5 Certificates represents the approximate credit enhancement for the Class A-1, A-2, A-SB, A-4 and A-5 Certificates in the aggregate, taking into account the Certificate Balances of the Class A-4 and Class A-5 trust components. The approximate initial credit support set forth for the Class A-S certificates represents the approximate initial credit enhancement for the underlying Class A-S trust component. The approximate initial credit support set forth for the Class B certificates represents the approximate initial credit enhancement for the underlying Class B trust component. The approximate initial credit support set forth for the Class C certificates represents the approximate initial credit enhancement for the underlying Class C trust component.
(5) 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.
(6) The Certificate Principal to Value Ratio for each Class of Certificates (other than the Class A-1, A-2, A-SB, A-4 and A-5 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 (or, with respect to the Class A-4, A-5, A-S, B or C Certificates, the trust component with the same alphanumeric designation) senior to such Class of Certificates and the denominator of which is the total initial Certificate Balance of all of the Classes of Principal Balance Certificates (or, with respect to the Class A-4, A-5, A-S, B or C Certificates, the trust component with the same alphanumeric designation). The Certificate Principal to Value Ratio for each of the Class A-1, A-2, A-SB, A-4 and A-5 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 Certificate Balance of such Classes of Certificates (or, with respect to the Class A-4 or A-5 Certificates, the trust component with the same alphanumeric designation) and the denominator of which is the total initial Certificate Balance of all of the Classes of Principal Balance Certificates (or, with respect to the Class A-4, A-5, A-S, B or C Certificates, the trust component with the same alphanumeric designation).  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.
   
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 

 

MSWF Commercial Mortgage Trust 2023-2 Certificate Structure
(7) The Certificate Principal U/W NOI Debt Yield for each Class of Certificates (other than the Class A-1, A-2, A-SB, A-4 and A-5 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 (or, with respect to the Class A-4, A-5, A-S, B or C Certificates, the trust component with the same alphanumeric designation) and the denominator of which is the total initial Certificate Balance of such Class of Certificates and all Classes of Principal Balance Certificates (or, with respect to the Class A-4, A-5, A-S, B or C Certificates, the trust component with the same alphanumeric designation) senior to such Class of Certificates.  The Certificate Principal U/W NOI Debt Yield for each of the Class A-1, A-2, A-SB, A-4 and A-5 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 (or, with respect to the Class A-4, A-5, A-S, B or C Certificates, the trust component with the same alphanumeric designation) and the denominator of which is the total initial Certificate Balance of such Classes of Certificates (or, with respect to the Class A-4 and A-5 Certificates, the trust component with the same alphanumeric designation). 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.
(8) The pass-through rates for the Class A-1, A-2, A-SB, A-4, A-5, A-S, B, C, D, E, F, G-RR and H-RR 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.
(9)

The Class A-4-1, A-4-2, A-4-X1, A-4-X2, A-5-1, A-5-2, A-5-X1, A-5-X2, A-S-1, A-S-2, A-S-X1, A-S-X2, B-1, B-2, B-X1, B-X2, C-1, C-2, C-X1 and C-X2 Certificates are also offered certificates. Such Classes of Certificates, together with the Class A-4, A-5, A-S, B and C Certificates, constitute the “Exchangeable Certificates”. The Class A-1, A-2, A-SB, D, E, F, G-RR and H-RR Certificates, together with the Exchangeable Certificates with a Certificate Balance, are referred to as the “Principal Balance Certificates.” Each class of Exchangeable Certificates will have the Certificate Balance or Notional Amount and pass-through rate described below under “Exchangeable Certificates.”

(10) The exact initial Certificate Balances or Notional Amounts of the Class A-4, A-4-X1, A-4-X2, A-5, A-5-X1 and A-5-X2 trust components (and consequently, the exact initial Certificate Balances or Notional Amounts of the Exchangeable Certificates with an “A-4” or “A-5” designation) are unknown and will be determined based on the final pricing of the Certificates. However, the initial Certificate Balances, weighted average lives and principal windows of the Class A-4 and A-5 trust components are expected to be within the applicable ranges reflected in the following chart. The aggregate initial Certificate Balance of the Class A-4 and A-5 trust components is expected to be approximately $561,457,000, subject to a variance of plus or minus 5%. The Class A-4-X1 and A-4-X2 trust components will have initial Notional Amounts equal to the initial Certificate Balance of the Class A-4 trust component. The Class A-5-X1 and A-5-X2 trust components will have initial Notional Amounts equal to the initial Certificate Balance of the Class A-5 trust component. In the event that the Class A-5 Certificates are issued at $561,457,000, the Class A-4 Certificates will not be issued.  
Trust Components   Expected Range of Approximate Initial
Certificate Balance
  Expected Range of Weighted
Average Life (Years)
  Expected Range of
Principal Window

Class A-4

Class A-5

 

$0 – $250,000,000

$311,457,000 – $561,457,000

 

N/A – 9.43
9.63 – 9.79

 

N/A / 02/33 – 08/33
02/33 – 11/33 / 08/33 – 11/33

(11) 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 and A-SB Certificates and the Class A-4 and A-5 trust components outstanding from time to time. The Class X-A Certificates will not be entitled to distributions of principal.
(12) 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 and A-SB Certificates and the Class A-4, A-4-X1, A-4-X2, A-5, A-5-X1 and A-5-X2 trust components for the related distribution date, weighted on the basis of their respective Certificate Balances or Notional Amounts outstanding immediately prior to that distribution date (but excluding trust components with a Notional Amount in the denominator of such weighted average calculation). 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.
(13) 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 trust components outstanding from time to time.  The Class X-B Certificates will not be entitled to distributions of principal.
(14) 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, A-S-X1, A-S-X2, B, B-X1, B-X2, C, C-X1 and C-X2 trust components for the related distribution date, weighted on the basis of their respective Certificate Balances or Notional Amounts outstanding immediately prior to that distribution date (but excluding trust components with a Notional Amount in the denominator of such weighted average calculation). 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.
(15) The Class X-D Certificates are notional amount certificates. The Notional Amount of the Class X-D Certificates will be equal to the aggregate Certificate Balance of the Class D and E Certificates outstanding from time to time. The Class X-D Certificates will not be entitled to distributions of principal.
(16) 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 weighted average of the pass-through rates on the Class D and E 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.
(17) 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.
(18) 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.
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 

 

MSWF Commercial Mortgage Trust 2023-2 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

Wells Fargo Bank, National Association 17 20 $288,184,291   31.5 %
Morgan Stanley Mortgage Capital Holdings LLC 10 38 196,184,000   21.5  
Argentic Real Estate Finance 2 LLC 12 29 189,648,584   20.7  
Bank of America, National Association 2 8 91,250,000   10.0  
Bank of America, National Association/Morgan Stanley Mortgage Capital Holdings LLC 1 1 75,000,000   8.2  
Starwood Mortgage Capital LLC 4 4 74,200,000   8.1  

    Total

46

100

$914,466,875

 

100.0

%

 

Loan Pool:

Initial Pool Balance: $914,466,875
Number of Mortgage Loans: 46
Average Cut-off Date Balance per Mortgage Loan: $19,879,715
Number of Mortgaged Properties: 100
Average Cut-off Date Balance per Mortgaged Property(1): $9,144,669
Weighted Average Mortgage Interest Rate: 7.0381%
Ten Largest Mortgage/Cross-collateralized Loans as % of Initial Pool Balance: 59.9%
Weighted Average Original Term to Maturity or ARD (months): 115
Weighted Average Remaining Term to Maturity or ARD (months): 113
Weighted Average Original Amortization Term (months)(2): 360
Weighted Average Remaining Amortization Term (months)(2): 359
Weighted Average Seasoning (months): 3
(1) Information regarding mortgage loans secured by multiple properties is based on an allocation according to relative appraised values or the allocated loan amounts or property-specific release prices set forth in the related loan documents or such other allocation as the related mortgage loan seller deemed appropriate.
(2) Excludes any mortgage loan that does not amortize.

 

Credit Statistics:

Weighted Average U/W Net Cash Flow DSCR(1): 1.99x
Weighted Average U/W Net Operating Income Debt Yield(1): 14.8%
Weighted Average Cut-off Date Loan-to-Value Ratio(1): 49.1%
Weighted Average Balloon or ARD Loan-to-Value Ratio(1): 48.4%
% of Mortgage Loans with Additional Subordinate Debt(2): 3.3%
% of Mortgage Loans with Single Tenants(3): 9.5%
(1) With respect to any mortgage loan that is part of a whole loan, loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but exclude any related subordinate companion loan(s) (unless otherwise stated). The 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). The debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account any subordinate debt (whether or not secured by the related mortgaged property), that currently exists or is allowed under the terms of any mortgage loan. See “Description of the Mortgage Pool—Mortgage Pool Characteristics” in the Preliminary Prospectus and Annex A-1 to the Preliminary Prospectus.
(2) The percentage figure expressed as “% of Mortgage Loans with Additional Subordinate Debt” is determined as a percentage of the initial pool balance and does not take into account any future subordinate debt (whether or not secured by the mortgaged property), if any, that may be permitted under the terms of any mortgage loan or the pooling and servicing agreement. See “Description of the Mortgage Pool—Additional Indebtedness” in the Preliminary Prospectus.
(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 

 

MSWF Commercial Mortgage Trust 2023-2 Transaction Highlights

Loan Structural Features:

Amortization: Based on the Initial Pool Balance, 16.4% of the mortgage pool (13 mortgage loans) has scheduled amortization, as follows:

9.3% (5 mortgage loans) provide for an interest-only period followed by an amortization period; and

7.0% (8 mortgage loans) require amortization during the entire loan term.

Interest-Only: Based on the Initial Pool Balance, 83.6% of the mortgage pool (33 mortgage loans) provide for interest-only payments during the entire loan term through maturity or anticipated repayment date. The Weighted Average Cut-off Date Loan-to-Value Ratio and Weighted Average U/W Net Cash Flow DSCR for those mortgage loans are 47.5% and 2.11x, respectively.

 

Hard Lockboxes: Based on the Initial Pool Balance, 61.2% of the mortgage pool (21 mortgage loans) have 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:   60.8% of the pool
Insurance: 33.9% of the pool
Capital Replacements:   53.5% of the pool
TI/LC:   39.7% 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, mixed use, industrial and data center properties.

 

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

72.4% of the mortgage pool (34 mortgage loans) feature a lockout period, then defeasance only until an open period;

11.6% of the mortgage pool (5 mortgage loans) feature a lockout period, then the greater of a prepayment premium (1%) or yield maintenance, then the greater of a prepayment premium (1%) or yield maintenance or defeasance until an open period;

8.5% of the mortgage pool (5 mortgage loans) feature a lockout period, then the greater of a prepayment premium (1%) or yield maintenance until an open period;

6.7% of the mortgage pool (1 mortgage loan) feature a lockout period, then the greater of a prepayment premium (0.5%) or yield maintenance or defeasance until an open period; and

0.8% of the mortgage pool (1 mortgage loan) feature a lockout period, then the greater of a prepayment premium (2%) or yield maintenance or defeasance 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.

 

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 

 

MSWF Commercial Mortgage Trust 2023-2 Issue Characteristics

III.         Issue Characteristics

  Securities Offered: $828,735,000 approximate monthly pay, multi-class, commercial mortgage REMIC pass-through certificates consisting of thirty classes (Classes A-1, A-2, A-SB, A-4, A-4-1, A-4-2, A-4-X1, A-4-X2, A-5, A-5-1, A-5-2, A-5-X1, A-5-X2, A-S, A-S-1, A-S-2, A-S-X1, A-S-X2, B, B-1, B-2, B-X1, B-X2, C, C-1, C-2, C-X1, C-X2, 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: Wells Fargo Bank, National Association (“WFB”), Morgan Stanley Mortgage Capital Holdings LLC (“MSMCH”), Argentic Real Estate Finance 2 LLC (“AREF 2”), Bank of America, National Association (“BANA”) and Starwood Mortgage Capital LLC (“SMC”)
  Joint Bookrunners and Co-
Lead Managers:
Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC and BofA Securities, Inc.
  Co-Managers: Academy Securities, Inc., Drexel Hamilton, LLC and Siebert Williams Shank & Co., LLC
  Rating Agencies: Fitch Ratings, Inc., Kroll Bond Rating Agency, LLC and Moody’s Investors Service, Inc.
  Master Servicer: Wells Fargo Bank, National Association  
  Special Servicer: Argentic Services Company LP
  Certificate Administrator: Computershare Trust Company, N.A.
  Trustee: Computershare Trust Company, N.A.
  Operating Advisor: BellOak, LLC
  Asset Representations Reviewer: BellOak, LLC
  Initial Majority Controlling
Class Certificateholder:
Argentic Securities Holdings 2 Cayman Limited, an affiliate of Argentic Real Estate Finance 2 LLC and Argentic Services Company LP
  U.S. Credit Risk Retention:

For a discussion on the manner in which the U.S. credit risk retention requirements will be satisfied by Argentic Real Estate Finance 2 LLC, as the retaining sponsor, see “Credit Risk Retention” in the Preliminary Prospectus.

Argentic Real Estate Finance 2 LLC, the retaining sponsor, intends to cause Argentic Securities Holdings 2 Cayman Limited, a majority-owned affiliate, to retain (i) an “eligible horizontal residual interest”, in the form of certificates representing approximately 1.96% of the fair value of all of the ABS interests issued, which will be comprised of the Class G-RR and H-RR certificates (other than the portion that comprises the VRR Interest) and (ii) an “eligible vertical interest”, in the form of certificates representing approximately 3.15% of the certificate balance, notional amount or percentage interest of each class of certificates (other than the Class R certificates) in a manner that satisfies the U.S. credit risk retention requirements. Under the U.S. credit risk retention rules, Argentic Real Estate Finance 2 LLC or the applicable majority-owned affiliate will be permitted to transfer the horizontal risk retention certificates to a subsequent third-party purchaser. For additional information, see “Credit Risk Retention” in the Preliminary Prospectus.

 

  EU/UK Credit Risk Retention

None of the sponsors, the depositor, the underwriters, or their respective affiliates, or any other party to the transaction intends to retain a material net economic interest in the securitization constituted by the issue of the Certificates, or take any other action in respect of such securitization, in a manner prescribed or contemplated by (i) Regulation (EU) 2017/2402, or (ii) such Regulation as it forms part of UK domestic law. In particular, no such person undertakes to take any action which may be required by any investor for the purposes of its compliance with any applicable requirement under either such Regulation. Furthermore, the arrangements described under “Credit Risk Retention” in the Preliminary Prospectus have not been structured with the objective of ensuring compliance by any person with any requirements of either such Regulation. See “Risk Factors—Other Risks Relating to the Certificates—EU Securitization Regulation and UK Securitization Regulation Due Diligence Requirements” in the Preliminary Prospectus.

 

  Cut-off Date: The Cut-off Date with respect to each mortgage loan is the payment due date for the monthly debt service payment that is due in December 2023 (or, in the case of any mortgage loan that has its first payment due date in December 2023, the date that would have been its payment due date in December 2023 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 December 21, 2023.

 

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 

 

MSWF Commercial Mortgage Trust 2023-2 Issue Characteristics
  Determination Dates: The 11th day of each month (or if that day is not a business day, the next succeeding business day), commencing in January 2024.
  Distribution Dates: The 4th business day following the Determination Date in each month, commencing in January 2024.
  Rated Final Distribution Date: The Distribution Date in December 2056.
  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.
  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., CRED iQ, Trepp, LLC, Intex Solutions, Inc., Interactive Data Corp., Markit Group Limited, BlackRock Financial Management, Inc., CMBS.com, Inc., Moody’s Analytics, Inc., Morningstar Credit Information & Analytics, LLC, KBRA Analytics, LLC, MBS Data, LLC, Thomson Reuters Corporation and RealINSIGHT.
  Tax Treatment For U.S. federal income tax purposes, the issuing entity will consist of two or more REMICs arranged in a tiered structure and a trust (the “grantor trust”). The upper-most REMIC will issue REMIC regular interests some of which will be held by the grantor trust (such grantor trust-held REMIC regular interests, the “trust components”). The Offered Certificates (other than the Exchangeable Certificates) will represent REMIC regular interests (other than the trust components). The Exchangeable Certificates will represent beneficial ownership of one or more of the trust components held by the grantor trust.

 

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 

 

MSWF Commercial Mortgage Trust 2023-2 Characteristics of the Mortgage Pool

IV.         Characteristics of the Mortgage Pool(1)

A.Ten Largest Mortgage Loans or Cross-Collateralized 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 / Units
Cut-off
Date
Balance
Per SF / Room / Unit
Cut-off
Date LTV
Ratio (%)
Balloon or ARD LTV
Ratio (%)
U/W NCF
DSCR (x)
U/W NOI
Debt
Yield (%)
MSMCH 60 Hudson New York NY 1 / 1 $90,000,000 9.8 % Other 1,149,619 $244 17.5% 17.5% 3.92x  24.2%
WFB Arundel Mills and Marketplace Hanover MD 1 / 1 90,000,000 9.8   Retail 1,938,983 186 41.4    41.4    1.98    16.1   
BANA/MSMCH Fashion Valley Mall San Diego CA 1 / 1 75,000,000 8.2   Retail 1,377,155 327 31.5    31.5    3.15    18.7   
WFB Philadelphia Marriott Downtown Philadelphia PA 1 / 1 61,666,666 6.7   Hospitality 1,408 152,699 54.9    54.9    1.53    16.0   
BANA CX - 250 Water Street Cambridge MA 1 / 1 61,250,000 6.7   Mixed Use 479,004 1,110 48.8    48.8    1.66    9.3  
AREF2 BLE Portfolio(2) Houston TX 1 / 3 27,300,000 3.0   Multifamily 680 79,514 58.8    58.8    1.22    9.5  
AREF2 La Primavera(2) Houston TX 1 / 1 12,700,000 1.4   Multifamily 328 79,514 58.8    58.8    1.22    9.5  
SMC Cross County Plaza West Palm Beach FL 1 / 1 40,000,000 4.4   Retail 347,093 115 64.9    64.9    1.33    10.5   
MSMCH RTL Retail Portfolio Various Various 1 / 29 30,000,000 3.3   Retail 3,117,102 83 51.2    51.2    1.97    13.8   
BANA Rhino Retail Portfolio 2 Various Various 1 / 7 30,000,000 3.3   Retail 827,429 158 65.7    65.7    1.41    10.7   
AREF2 Blackbird Portfolio Ann Arbor MI 1 / 10 30,000,000 3.3   Various 427,513 84 53.3    51.1    1.40    12.9   
Top Three Total/Weighted Average   3 / 3 $255,000,000 27.9 %       30.1% 30.1% 3.01x  19.7%
Top Five Total/Weighted Average   5 / 5 $377,916,666 41.3 %       37.1% 37.1% 2.55x  17.4%
Top Ten Total/Weighted Average   11 / 56 $547,916,666 59.9 %       44.0% 43.8% 2.21x  15.5%
Non-Top Ten Total/Weighted Average   35 / 44 $366,550,209 40.1 %       56.6% 55.2% 1.66x  13.7%
(1)With respect to any mortgage loan that is part of a whole loan, Cut-off Date Balance Per SF/Room/Unit, loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion 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. 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.
(2)The BLE Portfolio mortgage loan and the La Primavera mortgage loan are cross-collateralized and cross-defaulted with each other.

 

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 

 

MSWF Commercial Mortgage Trust 2023-2 Characteristics of the Mortgage Pool

B.         Summary of the Whole Loans

No. Loan Name Mortgage Loan Seller in MSWF 2023-2 Trust Cut-off Date Balance Aggregate Pari Passu Companion  Loan Cut-off Date Balance(1) Controlling Pooling/Trust & Servicing Agreement Master Servicer Special Servicer Related Pari Passu Companion Loan(s) Securitizations Related Pari Passu Companion Loan(s) Original Balance
1 60 Hudson MSMCH $90,000,000 $280,000,000 MSWF 2023-2 Wells Fargo Bank,
National Association
Argentic
Services
Company LP
BBMS 2023-C22 $190,000,000
2 Arundel Mills and
Marketplace
WFB $90,000,000 $360,000,000 MSWF 2023-2 Wells Fargo Bank,
National Association
Argentic
Services
Company LP
BMO 2023-C7 $270,000,000
3 Fashion Valley Mall BANA/MSMCH $75,000,000 $450,000,000 BBCMS 2023-C20(2) KeyBank National Association(2) LNR Partners,
LLC(2)
BBCMS 2023-C20, BMARK 2023-B39,
BANK 2023-BNK46, BMO 2023-C6,
BBCMS 2023-C21
$375,000,000
4 Philadelphia
Marriott Downtown
WFB $61,666,666 $215,000,000 BBCMS 2023-5C23 Midland Loan
Services
LNR Partners,
LLC
BBCMS 2023-5C23, BMARK 2023-V4,
BANK5 2023-5YR4
$153,333,334
5 CX - 250 Water Street BANA $61,250,000 $531,500,000 MSWF 2023-2 Wells Fargo Bank,
National Association
Argentic
Services
Company LP
BANK 2023-BNK45, MSWF 2023-1,
BMARK 2023-B38, BBCMS 2023-C20,
BBCMS 2023-C21, BMO 2023-C6,
BBCMS 2023-C22, BANK 2023-BNK46
$470,250,000
6 BLE Portfolio AREF2 $27,300,000 $54,650,000 MSWF 2023-2 Wells Fargo Bank,
National Association
Argentic
Services
Company LP
Future Securitization $27,350,000
7 La Primavera AREF2 $12,700,000 $25,500,000 MSWF 2023-2 Wells Fargo Bank,
National Association
Argentic
Services
Company LP
Future Securitization $12,800,000
9 RTL Retail Portfolio MSMCH $30,000,000 $260,000,000 BBCMS 2023-C22 Midland Loan
Services
Rialto Capital
Advisors, LLC
BBCMS 2023-C21, BBCMS 2023-C22 $230,000,000
10 Rhino Retail
Portfolio 2
BANA $30,000,000 $130,500,000 BBCMS 2023-C21 Midland Loan
Services
3650 REIT Loan
Servicing LLC
BBCMS 2023-C21, BBCMS 2023-C22 $100,500,000
11 Blackbird Portfolio AREF2 $30,000,000 $35,750,000 MSWF 2023-2 Wells Fargo Bank,
National Association
Argentic
Services
Company LP
Future Securitization $5,750,000
12 Centre Pointe
Portfolio
AREF2 $30,000,000 $47,650,000 MSWF 2023-2 Wells Fargo Bank,
National Association
Argentic
Services
Company LP
Future Securitization $17,650,000
38 Metroplex AREF2 $5,000,000 $54,000,000 MSWF 2023-1 Wells Fargo Bank,
National Association
Argentic
Services
Company LP
MSWF 2023-1 $49,000,000
39 3800 Horizon
Boulevard
AREF2 $5,000,000 $27,000,000 MSWF 2023-1 Wells Fargo Bank,
National Association
Argentic
Services
Company LP
MSWF 2023-1 $22,000,000
46 Westfarms WFB $2,000,000 $242,000,000 BMO 2023-5C2 KeyBank, National
Association
Greystone
Servicing
Company LLC
BANK5 2023-5YR3, BMO 2023-5C2,
BANK5 2023-5YR4 
$240,000,000
(1)The Aggregate Pari Passu Companion Loan Cut-off Date Balance excludes any related Subordinate Companion Loans.
(2)The related whole loan is expected to initially be serviced under the BBCMS 2023-C20 securitization pooling and servicing agreement until the securitization of the related “lead” pari passu note, after which the related whole loan will be serviced under the pooling and servicing agreement governing such securitization of the related “lead” pari passu note. The master servicer and special servicer for such securitization will be identified in a notice, report or statement to holders of the MSWF 2023-2 certificates after the closing of such securitization.

 

 

 

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 

 

MSWF Commercial Mortgage Trust 2023-2 Characteristics of the Mortgage Pool

C.         Mortgage Loans with Additional Secured and Mezzanine Financing

Loan No. Mortgage Loan Seller Mortgage Loan Name Mortgage
Loan
Cut-off Date Balance ($)
% of Initial Pool Balance (%) Sub Debt Cut-off Date Balance ($) 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) Total Debt Cut-off Date U/W NOI Debt Yield (%) Mortgage Loan Cut-off Date LTV Ratio (%)(2) Total Debt Cut-off Date LTV Ratio (%)
11 AREF2 Blackbird Portfolio $30,000,000 3.3% NAP   $5,250,000 8.4424% 1.40x 1.16x 12.9% 11.3% 53.3% 61.1%
 Total/Weighted Average   $30,000,000 3.3% NAP   $5,250,000 8.4424%   1.40x  1.16x 12.9% 11.3% 53.3% 61.1%
(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 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 excludes any related subordinate companion 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.
 11 

 

MSWF Commercial Mortgage Trust 2023-2 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 Cut-off Date Pool Balance (%) Previous Securitization
1.00 MSMCH 60 Hudson New York NY Other $90,000,000 9.8% COMM 2013-CR13, COMM 2014-CR14
2.00 WFB Arundel Mills and Marketplace Hanover MD Retail 90,000,000 9.8    MSBAM 2014-C15, MSBAM 2014-C16, JPMBB 2014-C19
4.00 WFB Philadelphia Marriott Downtown Philadelphia PA Hospitality 61,666,666 6.7    MSBAM 2014-C15, MSBAM 2014-C16, MSBAM 2014-C17
6.02 AREF2 The Establishment Houston TX Multifamily 10,325,544 1.1    BSPRT 2018-FL3
7.00 AREF2 La Primavera Houston TX Multifamily 12,700,000 1.4    FREMF 2018-K730
8.00 SMC Cross County Plaza West Palm Beach FL Retail 40,000,000 4.4    COMM 2014-UBS4
13.00 WFB Gwinnett Marketfair Duluth GA Retail 25,400,000 2.8    WFRBS 2013-C16
14.02 AREF2 Custer Crossing and Raven Wood Dickinson ND Multifamily 4,848,000 0.5    COMM 2014-CR15; COMM 2013 CR-13
15.00 AREF2 Rockwall Market Center Rockwall TX Retail 22,100,000 2.4    WFRBS 2013-C17
18.00 MSMCH Bangor Parkade Bangor ME Retail 15,000,000 1.6    GSMS 2014-GC18
27.00 WFB Tammany on the Ponds Lansing MI Multifamily 9,963,904 1.1    GSMS 2013-GC13
30.00 WFB McDonough Marketplace McDonough GA Retail 9,000,000 1.0    GSMS 2013-GC16
33.00 AREF2 Highlands Plaza Conroe TX Mixed Use 7,521,084 0.8    GSMS 2013-GC14
34.00 MSMCH Nogales Plaza Nogales AZ Retail 7,500,000 0.8    WFRBS 2014-LC14
37.00 WFB Sorrento View Apartments Beaverton OR Multifamily 5,092,598 0.6    CGCMT 2014-GC19
38.00 AREF2 Metroplex Los Angeles CA Office 5,000,000 0.5    COMM 2012-CR5
39.00 AREF2 3800 Horizon Boulevard Feasterville-Trevose PA Office 5,000,000 0.5    AREIT 2020-CRE4
42.00 WFB Tammany Hills Apartments Lansing MI Multifamily 3,188,362 0.3    GSMS 2013-GC13
44.00 WFB Broad Street Commons Mansfield TX Retail 2,750,000 0.3    WFRBS 2013-C17
  Total         $427,056,159 46.7%    
(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.
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 

 

MSWF Commercial Mortgage Trust 2023-2 Characteristics of the Mortgage Pool

E.          Mortgage Loans with Scheduled Balloon Payments and Related Classes(1)

Class A-2
Loan No. Mortgage Loan Seller Mortgage Loan Name State Property Type Mortgage Loan Cut-off Date Balance ($) % of Initial Pool
Balance (%)
Mortgage
Loan Balance at Maturity or ARD($)
% of Class A-2 Certificate Principal
Balance (%)(2)
SF/Rooms Loan per
SF/Room ($)(3)
U/W NCF DSCR
(x)(3)
U/W NOI Debt Yield (%)(3) Cut-off Date LTV Ratio (%)(3) Balloon or ARD
LTV Ratio (%)(3)
Rem. IO Period (mos.) Rem. Term to Maturity or ARD (mos.)
4 WFB Philadelphia Marriott Downtown PA Hospitality $61,666,666 6.7% $61,666,666 88.8% 1,408 $152,699 1.53x 16.0% 54.9% 54.9% 59 59
38 AREF2 Metroplex CA Office     5,000,000  0.5     5,000,000  7.2  419,804 $129 1.73 12.5 51.9 51.9 49 49
46 WFB Westfarms CT Retail     2,000,000  0.2     2,000,000  2.9  501,990 $482 1.76 14.4 44.2 44.2 57 57
Total/Weighted Average     $68,666,666 7.5% $68,666,666 98.9%     1.55x 15.7% 54.4% 54.4% 58 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.
(3)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 excludes any related subordinate companion 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.
 13 

 

MSWF Commercial Mortgage Trust 2023-2 Characteristics of the Mortgage Pool

F.          Property Type Distribution(1)

 

Property Type Number of Mortgaged Properties Aggregate
Cut-off Date
Balance ($)
% of Initial
Pool
Balance (%)
Weighted Average Cut-off Date LTV Ratio (%) Weighted Average Balloon LTV
Ratio (%)
Weighted Average
U/W NCF DSCR (x)
Weighted Average U/W NOI Debt Yield (%) Weighted Average U/W NCF Debt Yield (%) Weighted Average Mortgage Rate (%)
Retail 53 $402,934,483 44.1 % 50.7 % 50.5 % 1.95x 14.2% 13.6% 7.0624%
Anchored 43   207,924,808 22.7   61.6   61.2   1.54 12.0 11.2 7.1690   
Super Regional Mall 3   167,000,000 18.3   37.0   37.0   2.50 17.2 16.7 6.8169   
Shadow Anchored 4     15,002,692 1.6   56.3   56.3   1.47 12.2 11.6 7.9178   
Unanchored 2     10,810,000 1.2   49.7   49.7   1.83 14.5 14.0 7.5840   
Single Tenant 1       2,196,983 0.2   35.6   31.3   1.75 14.4 14.3 7.2230   
Multifamily 17   114,686,864 12.5   56.3   55.5   1.46 11.3 10.8 7.2229   
Garden 15     87,802,266 9.6   57.3   56.5   1.36 11.0 10.5 7.4207   
Senior Housing 1     21,792,000 2.4   57.3   57.3   1.71 11.4 11.2 6.4800   
Low Rise 1       5,092,598 0.6   34.4   30.1   1.96 16.1 15.7 6.9920   
Hospitality 5   104,856,928 11.5   54.9   53.4   1.65 16.2 14.1 8.2941   
Full Service 2     76,356,928 8.3   56.4   55.1   1.52 15.8 13.5 8.5815   
Extended Stay 2     19,500,000 2.1   52.5   49.3   1.98 17.3 16.0 7.6130   
Select Service 1       9,000,000 1.0   48.1   48.1   2.00 16.8 14.9 7.3320   
Other 2   104,000,000 11.4   21.4   21.4   3.71 23.2 22.5 6.0226   
Data Center 1     90,000,000 9.8   17.5   17.5   3.92 24.2 23.4 5.8850   
Golf Course/Recreational Facilities 1     14,000,000 1.5   46.4   46.4   2.35 16.5 16.4 6.9070   
Mixed Use 11     97,289,206 10.6   51.4   50.1   1.57 10.6 10.3 6.3081   
Lab/Office 1     61,250,000 6.7   48.8   48.8   1.66 9.3 9.3 5.5095   
Office/Industrial/Lab 5     18,122,036 2.0   53.3   51.1   1.40 12.9 12.2 7.9200   
Office/Industrial 4     10,396,086 1.1   53.3   51.1   1.40 12.9 12.2 7.9200   
Office/Retail 1       7,521,084 0.8   65.1   56.7   1.46 12.4 11.4 6.7000   
Office 5     52,917,394 5.8   60.8   58.0   1.53 13.9 11.9 6.9187   
Suburban 3     36,481,878 4.0   66.2   64.1   1.43 14.0 11.4 7.0557   
CBD 2     16,435,516 1.8   48.9   44.6   1.76 13.7 13.1 6.6146   
Industrial 7     37,782,000 4.1   46.5   46.5   1.97 16.1 14.7 7.5736   
Warehouse 6     30,050,000 3.3   52.7   52.7   1.49 12.8 11.7 7.7983   
Warehouse/Distribution 1       7,732,000 0.8   22.2   22.2   3.87 29.2 26.3 6.7000   
Total/Weighted Average 100 $914,466,875 100.0 % 49.1 % 48.4 % 1.99x 14.8% 13.9% 7.0381%
(1)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 loan amounts (allocating the principal balance of the mortgage loan to each of those properties according to the relative appraised values of the mortgaged properties or the allocated loan amounts or property-specific release prices set forth in the related mortgage loan documents or such other allocation as the related mortgage loan seller deemed appropriate) 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 any subordinate debt (whether or not secured by the related mortgaged property) that currently exists or is allowed under the terms of such mortgage loan. See Annex A-1 to the Preliminary Prospectus.
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 

 

MSWF Commercial Mortgage Trust 2023-2 Characteristics of the Mortgage Pool

G.         Geographic Distribution(1)(2)

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 6 $123,412,527 13.5 % 40.5 % 39.9 % 2.62 x 16.6 % 16.2 % 6.1627 %
Southern California 4   105,435,516 11.5   36.2   35.5   2.83   17.6   17.2   6.0242  
Northern California 2     17,977,011 2.0   65.7   65.7   1.41   10.7   10.0   6.9750  
Maryland 4   107,941,860 11.8   44.2   43.3   1.91   15.9   15.1   7.7283  
New York 1     90,000,000 9.8   17.5   17.5   3.92   24.2   23.4   5.8850  
Texas 12     86,916,853 9.5   59.6   58.9   1.47   11.5   10.9   7.2198  
Pennsylvania 5     78,335,128 8.6   54.8   54.5   1.52   15.0   13.0   8.3814  
Massachusetts 1     61,250,000 6.7   48.8   48.8   1.66   9.3   9.3   5.5095  
Florida 4     53,700,769 5.9   62.8   61.6   1.45   11.9   11.7   7.7117  
Other(3) 67    312,909,737 34.2   56.5   55.6   1.63   13.4   12.3   7.2737  
Total/Weighted Average 100 $914,466,875 100.0 % 49.1 % 48.4 % 1.99 x 14.8 % 13.9 % 7.0381 %
(1)The mortgaged properties are located in 32 states.
(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 loan amounts (allocating the principal balance of the mortgage loan to each of those properties according to the relative appraised values of the mortgaged properties or the allocated loan amounts or property-specific release prices set forth in the related mortgage loan documents or such other allocation as the related mortgage loan seller deemed appropriate) 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 any subordinate debt (whether or not secured by the related mortgaged property) that currently exists or is allowed under the terms of such mortgage loan. See Annex A-1 to the Preliminary Prospectus.
(3)Includes 25 other states.

 

 

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 

 

MSWF Commercial Mortgage Trust 2023-2 Characteristics of the Mortgage Pool

H.         Characteristics of the Mortgage Pool(1)

CUT-OFF DATE BALANCE
Range of Cut-off Date
Balances ($)
Number of
Mortgage
Loans
Aggregate
Cut-off Date Balance ($)
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
2,000,000 - 5,000,000 9   $30,695,345     3.4%  
5,000,001 - 15,000,000 22   224,462,864 24.5   
15,000,001 - 30,000,000 9   241,392,000 26.4   
30,000,001 - 50,000,000 1     40,000,000 4.4 
50,000,001 - 70,000,000 2   122,916,666 13.4   
70,000,001 - 90,000,000 3   255,000,000 27.9  
Total: 46 $914,466,875 100.0%
Average: $19,879,715    
UNDERWRITTEN NOI DEBT SERVICE COVERAGE RATIO
Range of U/W NOI
DSCRs (x)
Number of
Mortgage
Loans
Aggregate
Cut-off Date Balance ($)
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
1.28 - 1.50 11    181,260,000    19.8%
1.51 - 2.00 22   374,632,277 41.0   
2.01 - 4.00 11   260,842,598 28.5   
4.01 - 4.30 2     97,732,000 10.7   
Total: 46 $914,466,875 100.0%
Weighted Average: 2.10x    
UNDERWRITTEN NOI DEBT YIELD
Range of U/W NOI
Debt Yields (%)
Number of
Mortgage
Loans
Aggregate
Cut-off Date Balance ($)
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
9.3 - 12.0 14  $267,602,000    29.3%   
12.1 - 16.0 21   326,290,277 35.7  
16.1 - 20.0 9   222,842,598 24.4   
20.1 - 29.2 2     97,732,000 10.7  
Total: 46 $914,466,875 100.0%
Weighted Average: 14.8%    
       

 


LOAN PURPOSE
Loan Purpose Number of
Mortgage
Loans
Aggregate
Cut-off Date Balance ($)
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
Refinance 33 $735,474,614 80.4 %
Acquisition 10   130,492,261 14.3  
Recapitalization 3     48,500,000 5.3  
Total: 46 $914,466,875 100.0 %
MORTGAGE RATE
Range of Mortgage
Rates (%)
Number of
Mortgage
Loans
Aggregate
Cut-off Date Balance ($)
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
5.5095 - 6.0000 3 $226,250,000 24.7 %
6.0001 - 6.5000 2     51,792,000 5.7  
6.5001 - 7.0000 14   146,083,464 16.0  
7.0001 - 7.5000 11   147,946,983 16.2  
7.5001 - 8.0000 10   234,900,000 25.7  
8.0001 - 8.2500 3     22,977,762 2.5  
8.2501 - 8.7050 3     84,516,666 9.2  
Total: 46 $914,466,875 100.0 %
Weighted Average 7.0381%    
UNDERWRITTEN NCF DEBT SERVICE COVERAGE RATIO
Range of U/W NCF
DSCRs (x)
Number of
Mortgage
Loans
Aggregate
Cut-off Date Balance ($)
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
1.22 - 1.50 18 $283,998,846 31.1 %
1.51 - 2.00 20   415,986,029 45.5  
2.01 - 3.92 8   214,482,000 23.5  
Total: 46 $914,466,875 100.0 %
Weighted Average: 1.99x    
UNDERWRITTEN NCF DEBT YIELD
Range of U/W NCF
Debt Yields (%)
Number of
Mortgage
Loans
Aggregate
Cut-off Date Balance ($)
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
9.1 - 12.0 23 $398,461,446 43.6 %
12.1 - 16.0 17   311,773,429 34.1  
16.1 - 20.0 4   106,500,000 11.6  
20.1 - 26.3 2     97,732,000 10.7  
Total: 46 $914,466,875 100.0 %
Weighted Average: 13.9%    

 

 

(1)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). 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 debt (unless otherwise stated). With respect to each mortgage loan, debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account any subordinate debt (whether or not secured by the related mortgaged property) that currently exists or is allowed under the terms of such mortgage loan. See Annex A-1 to the Preliminary Prospectus. Prepayment provisions for each mortgage loan reflects the entire life of the loan (from origination to maturity or ARD) and may be currently prepayable.

 

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 

 

MSWF Commercial Mortgage Trust 2023-2 Characteristics of the Mortgage Pool

ORIGINAL TERM TO MATURITY
Original Terms to
Maturity (months)
Number of
Mortgage
Loans
Aggregate Cut-
off Date Balance
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
60 3   $68,666,666      7.5%
120 43   845,800,209  92.5 
Total: 46 $914,466,875 100.0%
Weighted Average: 115 months    
REMAINING TERM TO MATURITY
Range of Remaining
Terms to Maturity (months)
Number of
Mortgage
Loans
Aggregate Cut-
off Date Balance
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
49 - 60 3   $68,666,666     7.5%
61 - 120 43   845,800,209  92.5  
Total: 46 $914,466,875 100.0%
Weighted Average: 113 months    
ORIGINAL AMORTIZATION TERM(1)
Original
Amortization Terms
(months)
Number of
Mortgage
Loans
Aggregate Cut-
off Date Balance
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
Non-Amortizing 33 $764,900,666    83.6%
360 13   149,566,209 16.4 
Total: 46 $914,466,875 100.0%
Weighted Average: 360 months    
REMAINING AMORTIZATION TERM(2)
Range of Remaining Amortization Terms
(months)
Number of
Mortgage
Loans
Aggregate Cut-
off Date Balance
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
Non-Amortizing 33 $764,900,666    83.6%
353 - 360 13   149,566,209 16.4 
Total: 46 $914,466,875 100.0%
Weighted Average(3): 359 months    
LOCKBOXES
Type of Lockbox Number of
Mortgage
Loans
Aggregate Cut-
off Date Balance
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
Hard/ Springing Cash Management 16 $392,098,846    42.9%
Springing 19   204,568,864 22.4 
Hard/ In Place Cash Management 5   167,196,983 18.3 
Soft/ Springing Cash Management 4   110,602,182 12.1 
Soft/ In Place Cash Management 2     40,000,000 4.4
Total: 46 $914,466,875 100.0%
PREPAYMENT PROVISION SUMMARY
Prepayment Provision Number of
Mortgage
Loans
Aggregate Cut-
off Date Balance
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
Lockout / Defeasance / Open 34 $661,679,125    72.4%
Lockout / GRTR 1% or YM / GRTR 1% or YM or Defeasance / Open 5  106,100,000  11.6 
Lockout / GRTR 1% or YM / Open 5    77,500,000  8.5
Lockout / GRTR 0.5% or YM or Defeasance / Open 1    61,666,666  6.7
Lockout / GRTR 2% or YM or Defeasance / Open 1      7,521,084  0.8
Total: 46 $914,466,875 100.0%
       

 


CUT-OFF DATE LOAN-TO-VALUE RATIO
Range of Cut-off
Date LTV Ratios (%)
Number of
Mortgage
Loans
Aggregate Cut-
off Date Balance
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
17.5 - 20.0 1    $90,000,000 9.8 %
20.1 - 30.0 1        7,732,000 0.8  
30.1 - 40.0 5      88,227,943 9.6  
40.1 - 50.0 10   224,435,516 24.5  
50.1 - 60.0 15   256,082,570 28.0  
60.1 - 67.9 14   247,988,846 27.1  
Total: 46 $914,466,875 100.0 %
Weighted Average: 49.1%    
BALLOON LOAN-TO-VALUE RATIO
Range of Balloon LTV Ratios (%) Number of
Mortgage
Loans
Aggregate Cut-
off Date Balance
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
17.5 - 20.0 1    $90,000,000 9.8 %
20.1 - 30.0 2     10,920,362 1.2  
30.1 - 40.0 4     85,039,581 9.3  
40.1 - 50.0 11    234,399,420 25.6  
50.1 - 60.0 16    268,330,012 29.3  
60.1 - 67.3 12    225,777,500 24.7  
Total: 46  $914,466,875 100.0 %
Weighted Average: 48.4%    
AMORTIZATION TYPE
Amortization Type Number of
Mortgage
Loans
Aggregate Cut-
off Date Balance
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
Interest Only 32 $703,650,666 76.9 %
Interest Only, Amortizing Balloon 5     85,477,500 9.3  
Amortizing Balloon 8     64,088,709 7.0  
Interest Only, ARD 1     61,250,000 6.7  
Total: 46 $914,466,875 100.0 %
ORIGINAL TERM OF INTEREST-ONLY PERIOD FOR PARTIAL IO LOANS
IO Terms (months) Number of
Mortgage
Loans
Aggregate Cut-
off Date Balance
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
24 2 $10,477,500 1.1 %
60 2   45,000,000 4.9  
90 1   30,000,000 3.3  
Total: 5 $85,477,500 9.3 %
Weighted Average: 66 months    
SEASONING
  Seasoning (months) Number of
Mortgage
Loans
Aggregate Cut-
off Date Balance
Percent by
Aggregate
Cut-off Date
Pool Balance (%)
 0 6 $100,277,500 11.0 %
 1 13   278,698,928 30.5  
 2 7   155,089,581 17.0  
 3 8   117,500,000 12.8  
 4 2     32,750,000 3.6  
 5 4     50,673,350 5.5  
 6 2     96,792,000 10.6  
 7 1     11,435,516 1.3  
 8 1       5,000,000 0.5  
10 1     61,250,000 6.7  
11 1       5,000,000 0.5  
Total: 46 $914,466,875 100.0 %
Weighted Average: 3 months    
(1)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.
(2)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.
  (3) Excludes the non-amortizing mortgage 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.
 17 

 

MSWF Commercial Mortgage Trust 2023-2 Certain Terms and Conditions

V.         Certain Terms and Conditions

Interest Entitlements: The interest entitlement of each Class of Certificates (other than the Class V and R Certificates) or trust component 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 or trust component 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 to reduce the interest entitlement on all Classes of Certificates (other than the Exchangeable Certificates) and trust components that are entitled to interest, on a pro rata basis, based on their respective amounts of accrued interest for the related Distribution Date.  For any Distribution Date, prepayment interest shortfalls allocated to a trust component will be allocated amongst the related Classes of Exchangeable Certificates, pro rata, in accordance with their respective interest accrual amounts for that distribution date.  If a Class or trust component 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.
Principal Distribution Amount: The 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.  
Subordination, Allocation of Losses and Certain Expenses The chart below describes the manner in which the payment rights of certain Classes of Certificates will be senior or subordinate, as the case may be, to the payment rights of other Classes of Certificates. The chart also shows the corresponding entitlement to receive principal and/or interest of certain Classes of Certificates on any distribution date in descending order. It also shows the manner in which losses are allocated to certain Classes of Certificates in ascending order (beginning with the Non-Offered Certificates, other than the Class X-D, X-F, V and R Certificates) to reduce the Certificate Balance of each such Class to zero; provided that no principal payments or mortgage loan losses will be allocated to the Class X-A, X-B, X-D, X-F, V or R Certificates, although principal payments and losses may reduce the Notional Amounts of the Class X-A, X-B, X-D and X-F Certificates and, therefore, the amount of interest they accrue.
 
  (1) The maximum Certificate Balances of Class A-4, A-5, A-S, B and C Certificates (subject to the constraint on the aggregate initial Certificate Balance of the Class A-4 and Class A-5 trust components discussed in footnote (10) to the table under “Certificate Structure”) will be issued on the closing date, and the Certificate Balance or Notional Amount of each other class of Exchangeable Certificates will be equal to zero on the closing date.  The relative priorities of the Exchangeable Certificates are described more fully under “Exchangeable Certificates.” (2)   The Class X‑A, X‑B, X-D and X-F Certificates are interest‑only certificates. (3)   Non-Offered Certificates. (4)   Other than the Class X-D, X-F, V and R Certificates
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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MSWF Commercial Mortgage Trust 2023-2 Certain Terms and Conditions
  (2) The Class X-A, X-B, X-D and X-F Certificates are interest-only certificates.
  (3) Non-Offered Certificates.
  (4) Other than the Class X-D, X-F, V and R Certificates
     
Distributions: On each Distribution Date, funds available for distribution from the mortgage loans, net of specified trust fees, expenses and reimbursements 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-SB, X-A, X-B, X-D and X-F Certificates and the Class A-4, A-4-X1, A-4-X2, A-5, A-5-X1 and A-5-X2 trust components: To interest on the Class A-1, A-2, A-SB, X-A, X-B, X-D and X-F Certificates and the Class A-4, A-4-X1, A-4-X2, A-5, A-5-X1 and A-5-X2 trust components, pro rata, according to their respective interest entitlements.
  2. Class A-1, A-2 and A-SB Certificates and the Class A-4 and A-5 trust components: To principal on the Class A-1, A-2 and A-SB Certificates and the Class A-4 and A-5 trust components 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-4 trust component 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-5 trust component until its 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 Class of Principal Balance Certificates, other than the Class A-1, A-2 and A-SB Certificates and the Class A-4 and A-5 trust components, 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 and A-SB Certificates and the Class A-4 and A-5 trust components remains outstanding, then the Principal Distribution Amount will be distributed to the Class A-1, A-2 and A-SB Certificates and the Class A-4 and A-5 trust components remaining outstanding, pro rata, based on their respective outstanding Certificate Balances, until their Certificate Balances have been reduced to zero.
  3. Class A-1, A-2 and A-SB Certificates and the Class A-4 and A-5 trust components: To reimburse the holders of the Class A-1, A-2 and A-SB Certificates and the Class A-4 and A-5 trust components, 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 Balances of such Classes or trust components.
  4. Class A-S, A-S-X1 and A-S-X2 trust components: To make distributions on the Class A-S, A-S-X1 and A-S-X2 trust components as follows: (a) first, to interest on the Class A-S, A-S-X1 and A-S-X2 trust components, pro rata, according to their respective interest entitlements; (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 and A-SB Certificates and the Class A-4 and A-5 trust components), to principal on the Class A-S trust component until its Certificate Balance is reduced to zero; and (c) next, to reimburse the holders of the Class A-S trust component for any previously unreimbursed losses (plus interest thereon) on the mortgage loans that were previously allocated to that trust component in reduction of their Certificate Balance.
 

5.

Class B, B-X1, B-X2 trust components: To make distributions on the Class B, B-X1 and B-X2 trust components as follows: (a) first, to interest on the Class B, B-X1 and B-X2 trust components, pro rata, according to their respective interest entitlements; (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 and A-SB Certificates and the Class A-4, A-5 and A-S trust components), to principal on the Class B trust component until its Certificate Balance is reduced to zero; and (c) next, to reimburse the holders of the Class B trust component for any previously unreimbursed losses (plus interest thereon) on the mortgage loans that were previously allocated to that trust component in reduction of their Certificate Balance.
  6. Class C, C-X1, C-X2 trust components: To make distributions on the Class C, C-X1 and C-X2 trust components as follows: (a) first, to interest on the Class C, C-X1 and C-X2
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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    trust components, pro rata, according to their respective interest entitlements; (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 and A-SB Certificates and the Class A-4, A-5, A-S and B trust components), to principal on the Class C trust component until its Certificate Balance is reduced to zero; and (c) next, to reimburse the holders of the Class C trust component for any previously unreimbursed losses (plus interest thereon) on the mortgage loans that were previously allocated to that trust component in reduction of their Certificate Balance.
   7. Class D Certificates: To make distributions on the Class D Certificates as follows: (a) first, to interest on the Class D 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 and A-SB Certificates and the Class A-4, A-5, A-S, B and C trust components), to principal on the Class D Certificates until their Certificate Balance is reduced to zero; and (c) next, to reimburse the holders of the Class D 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.
   8. After the Class A-1, A-2, A-SB and D Certificates and the Class A-4, A-5, A-S, B and C trust components 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 E, F, G-RR and H-RR Certificates sequentially in that order in a manner analogous to the Class D Certificates.
 

Principal and interest payable on the Class A-4, A-4-X1, A-4-X2, A-5, A-5-X1, A-5-X2, A-S, A-S-X1, A-S-X2, B, B-X1, B-X2, C, C-X1 and C-X2 trust components will be distributed pro rata to the corresponding Classes of Exchangeable Certificates representing interests therein in accordance with their Class Percentage Interests therein as described below under “Exchangeable Certificates.”

Exchangeable Certificates: Each class of Exchangeable Certificates may be exchanged for the corresponding Classes of Exchangeable Certificates set forth next to such Class in the table below, and vice versa.  Following any exchange of one or more Classes of Exchangeable Certificates (the applicable “Surrendered Classes”) for one or more Classes of other Exchangeable Certificates (the applicable “Received Classes”), the Class Percentage Interests (as defined below) of the outstanding Certificate Balances or Notional Amounts of the Corresponding Trust Components that are represented by the Surrendered Classes (and consequently their related Certificate Balances or Notional Amounts) will be decreased, and those of the Received Classes (and consequently their related Certificate Balances or Notional Amounts) will be increased.  The dollar denomination of each of the Received Classes of Certificates must be equal to the dollar denomination of each of the Surrendered Classes of Certificates.  No fee will be required with respect to any exchange of Exchangeable Certificates.
    Surrendered Classes (or Received Classes) of Certificates   Received Classes (or Surrendered Classes) of Certificates  
    Class A-4   Class A-4-1, Class A-4-X1  
    Class A-4   Class A-4-2, Class A-4-X2  
    Class A-5   Class A-5-1, Class A-5-X1  
    Class A-5   Class A-5-2, Class A-5-X2  
    Class A-S   Class A-S-1, Class A-S-X1  
    Class A-S   Class A-S-2, Class A-S-X2  
    Class B   Class B-1, Class B-X1  
    Class B   Class B-2, Class B-X2  
    Class C   Class C-1, Class C-X1  
    Class C   Class C-2, Class C-X2  
  On the closing date, the issuing entity will issue the following “trust components,” each with the initial Certificate Balance (or, if such trust component has an “X” suffix, Notional Amount) and pass-through rate set forth next to it in the table below.  Each trust component with an “X” suffix will not be entitled to distributions of principal.
   
   
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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MSWF Commercial Mortgage Trust 2023-2 Certain Terms and Conditions
 

Trust Component

Initial Certificate Balance or Notional Amount

Pass-Through Rate

  Class A-4 See footnote (10) to the table under “Certificate Structure Class A-4 Certificate Pass-Through Rate minus 1.00%
  Class A-4-X1 Equal to Class A-4 trust component Certificate Balance 0.50%
  Class A-4-X2 Equal to Class A-4 trust component Certificate Balance 0.50%
  Class A-5 See footnote (10) to the table under “Certificate Structure Class A-5 Certificate Pass-Through Rate minus 1.00%
  Class A-5-X1 Equal to Class A-5 trust component Certificate Balance 0.50%
  Class A-5-X2 Equal to Class A-5 trust component Certificate Balance 0.50%
  Class A-S $121,167,000 Class A-S Certificate Pass-Through Rate minus 1.00%
  Class A-S-X1 Equal to Class A-S trust component Certificate Balance 0.50%
  Class A-S-X2 Equal to Class A-S trust component Certificate Balance 0.50%
  Class B $38,865,000 Class B Certificate Pass-Through Rate minus 1.00%
  Class B-X1 Equal to Class B trust component Certificate Balance 0.50%
  Class B-X2 Equal to Class B trust component Certificate Balance 0.50%
  Class C $28,577,000 Class C Certificate Pass-Through Rate minus 1.00%
  Class C-X1 Equal to Class C trust component Certificate Balance 0.50%
  Class C-X2 Equal to Class C trust component Certificate Balance 0.50%
Each class of Exchangeable Certificates represents an undivided beneficial ownership interest in the trust components set forth next to it in the table below (the “Corresponding Trust Components”). Each class of Exchangeable Certificates has a pass-through rate equal to the sum of the pass-through rates of the Corresponding Trust Components and represents a percentage interest (the related “Class Percentage Interest”) in each Corresponding Trust Component, including principal and interest payable thereon, equal to (x) the Certificate Balance (or, if such class has an “X” suffix, Notional Amount) of such class of certificates, divided by (y) the Certificate Balance of the Class A-4 trust component (if such class of Exchangeable Certificates has an “A-4” designation), the Class A-5 trust component (if such class of Exchangeable Certificates has an “A-5” designation), the Class A-S trust component (if such class of Exchangeable Certificates has an “A-S” designation), the Class B trust component (if such class of Exchangeable Certificates has a “B” designation) or the Class C trust component (if such class of Exchangeable Certificates has a “C” designation).

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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Group of Exchangeable Certificates

Class of Exchangeable Certificates

Corresponding Trust Components

  Class A-4 Exchangeable Certificates Class A-4 Class A-4, Class A-4-X1, Class A-4-X2
  Class A-4-1 Class A-4, Class A-4-X2
  Class A-4-2 Class A-4
  Class A-4-X1 Class A-4-X1
  Class A-4-X2 Class A-4-X1, Class A-4-X2
  Class A-5 Exchangeable Certificates” Class A-5 Class A-5, Class A-5-X1, Class A-5-X2
  Class A-5-1 Class A-5, Class A-5-X2
  Class A-5-2 Class A-5
  Class A-5-X1 Class A-5-X1
  Class A-5-X2 Class A-5-X1, Class A-5-X2
  Class A-S Exchangeable Certificates Class A-S Class A-S, Class A-S-X1, Class A-S-X2
  Class A-S-1 Class A-S, Class A-S-X2
  Class A-S-2 Class A-S
  Class A-S-X1 Class A-S-X1
  Class A-S-X2 Class A-S-X1, Class A-S-X2
  Class B Exchangeable Certificates Class B Class B, Class B-X1, Class B-X2
  Class B-1 Class B, Class B-X2
  Class B-2 Class B
  Class B-X1 Class B-X1
  Class B-X2 Class B-X1, Class B-X2
  Class C Exchangeable Certificates Class C Class C, Class C-X1, Class C-X2
  Class C-1 Class C, Class C-X2
  Class C-2 Class C
  Class C-X1 Class C-X1
  Class C-X2 Class C-X1, Class C-X2

 

The maximum Certificate Balance or Notional Amount of each class of Class A-4 Exchangeable Certificates that could be issued in an exchange is equal to the Certificate Balance of the Class A-4 trust component, the maximum Certificate Balance or Notional Amount of each class of Class A-5 Exchangeable Certificates that could be issued in an exchange is equal to the Certificate Balance of the Class A-5 trust component, the maximum Certificate Balance or Notional Amount of each class of Class A-S Exchangeable Certificates that could be issued in an exchange is equal to the Certificate Balance of the Class A-S trust component, the maximum Certificate Balance or Notional Amount of each class of Class B Exchangeable Certificates that could be issued in an exchange is equal to the Certificate Balance of the Class B trust component, and the maximum Certificate Balance or Notional Amount of each class of Class C Exchangeable Certificates that could be issued in an exchange is equal to the Certificate Balance of the Class C trust component.  The maximum Certificate Balances of Class A-4, A-5, A-S, B and C Certificates (subject to the constraints on the aggregate initial Certificate Balance of the Class A-4 and A-5 trust components discussed in footnote (10) to the table under “Certificate Structure”) will be issued on the closing date, and the Certificate Balance or Notional Amount of each other class of Exchangeable Certificates will be equal to zero on the closing date.

 

Each class of Class A-4 Exchangeable Certificates, Class A-5 Exchangeable Certificates, Class A-S Exchangeable Certificates, Class B Exchangeable Certificates and Class C Exchangeable Certificates will have a Certificate Balance or Notional Amount equal to its Class Percentage Interest multiplied by the Certificate Balance of the Class A-4 trust component, Class A-5 trust

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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component, Class A-S trust component, Class B trust component or Class C trust component, respectively. Each class of Class A-4 Exchangeable Certificates, Class A-5 Exchangeable Certificates, Class A-S Exchangeable Certificates, Class B Exchangeable Certificates and Class C Exchangeable Certificates with a Certificate Balance will have the same approximate initial credit support percentage, Expected Weighted Average Life, Expected Principal Window, Certificate Principal U/W NOI Debt Yield and Certificate Principal to Value Ratio as the Class A-4 Certificates, Class A-5 Certificates, Class A-S Certificates, Class B Certificates or Class C Certificates, respectively, shown above.

Allocation of Yield
Maintenance Charges 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:

(1)      to each class of the Class A-1, A-2, A-SB, A-4, A-4-1, A-4-2, A-5, A-5-1, A-5-2, A-S, A-S-1, A-S-2, B, B-1, B-2, C, C-1, C-2, D and E Certificates, the product of (a) such Yield Maintenance Charge or Prepayment Premium, (b) the related Base Interest Fraction for such class and the applicable principal prepayment, 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 the Class A-1, A-2, A-SB, D and E Certificates and the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that Distribution Date,

(2)                to the Class A-4-X1 Certificates, the product of (a) such Yield Maintenance Charge or Prepayment Premium, (b) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-4-1 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, A-2, A-SB, D and E Certificates and the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that Distribution Date and (c) the difference between (i) the Base Interest Fraction for the Class A-4 Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class A-4-1 Certificates and the applicable principal prepayment,

(3)                to the Class A-4-X2 Certificates, the product of (a) such Yield Maintenance Charge or Prepayment Premium, (b) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-4-2 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, A-2, A-SB, D and E Certificates and the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that Distribution Date and (c) the difference between (i) the Base Interest Fraction for the Class A-4 Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class A-4-2 Certificates and the applicable principal prepayment,

(4)                to the Class A-5-X1 Certificates, the product of (a) such Yield Maintenance Charge or Prepayment Premium, (b) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-5-1 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, A-2, A-SB, D and E Certificates and the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that Distribution Date and (c) the difference between (i) the Base Interest Fraction for the Class A-5 Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class A-5-1 Certificates and the applicable principal prepayment,

(5)                to the Class A-5-X2 Certificates, the product of (a) such Yield Maintenance Charge or Prepayment Premium, (b) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-5-2 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, A-2, A-SB, D and E Certificates and the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that Distribution Date and (c) the difference

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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MSWF Commercial Mortgage Trust 2023-2 Certain Terms and Conditions

                                     between (i) the Base Interest Fraction for the Class A-5 Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class A-5-2 Certificates and the applicable principal prepayment,

(6)                to the Class A-S-X1 Certificates, the product of (a) such Yield Maintenance Charge or Prepayment Premium, (b) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-S-1 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, A-2, A-SB, D and E Certificates and the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that Distribution Date and (c) the difference between (i) the Base Interest Fraction for the Class A-S Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class A-S-1 Certificates and the applicable principal prepayment,

(7)                to the Class A-S-X2 Certificates, the product of (a) such Yield Maintenance Charge or Prepayment Premium, (b) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-S-2 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, A-2, A-SB, D and E Certificates and the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that Distribution Date and (c) the difference between (i) the Base Interest Fraction for the Class A-S Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class A-S-2 Certificates and the applicable principal prepayment,

(8)                to the Class B-X1 Certificates, the product of (a) such Yield Maintenance Charge or Prepayment Premium, (b) a fraction, the numerator of which is equal to the amount of principal distributed to the Class B-1 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, A-2, A-SB, D and E Certificates and the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that Distribution Date and (c) the difference between (i) the Base Interest Fraction for the Class B Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class B-1 Certificates and the applicable principal prepayment,

(9)                to the Class B-X2 Certificates, the product of (a) such Yield Maintenance Charge or Prepayment Premium, (b) a fraction, the numerator of which is equal to the amount of principal distributed to the Class B-2 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, A-2, A-SB, D and E Certificates and the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that Distribution Date and (c) the difference between (i) the Base Interest Fraction for the Class B Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class B-2 Certificates and the applicable principal prepayment,

(10)         to the Class C-X1 Certificates, the product of (a) such Yield Maintenance Charge or Prepayment Premium, (b) a fraction, the numerator of which is equal to the amount of principal distributed to the Class C-1 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, A-2, A-SB, D and E Certificates and the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that Distribution Date and (c) the difference between (i) the Base Interest Fraction for the Class C Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class C-1 Certificates and the applicable principal prepayment,

(11)          to the Class C-X2 Certificates, the product of (a) such Yield Maintenance Charge or Prepayment Premium, (b) a fraction, the numerator of which is equal to the amount of principal distributed to the Class C-2 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed

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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MSWF Commercial Mortgage Trust 2023-2 Certain Terms and Conditions

                             to the Class A-1, A-2, A-SB, D and E Certificates and the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that Distribution Date and (c) the difference between (i) the Base Interest Fraction for the Class C Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class C-2 Certificates and the applicable principal prepayment,

(12)         to the Class X-A Certificates, the excess, if any, of (a) the product of (i) such Yield Maintenance Charge or Prepayment Premium and (ii) a fraction, the numerator of which is equal to the total amount of principal distributed to the Class A-1, A-2 and A-SB Certificates and the Class A-4 Exchangeable Certificates and the Class A-5 Exchangeable Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, A-2, A-SB, D and E Certificates and the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that Distribution Date, over (b) the total amount of such Yield Maintenance Charge or Prepayment Premium distributed to the Class A-1, Class A-2 and Class A-SB Certificates and the Class A-4 Exchangeable Certificates and the Class A-5 Exchangeable Certificates as described above,

(13)         to the holders of the Class X-B Certificates, the excess, if any, of (a) the product of (i) such Yield Maintenance Charge or Prepayment Premium and (ii) a fraction, the numerator of which is equal to the total amount of principal distributed to the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, A-2, A-SB, D and E Certificates and the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that Distribution Date, over (b) the total amount of such Yield Maintenance Charge or Prepayment Premium distributed to the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates as described above, and

(14)         to the Class X-D Certificates, any remaining portion of such Yield Maintenance Charge or Prepayment Premium not distributed as described above.

Notwithstanding any of the foregoing to the contrary, if at any time the Certificate Balances of the Principal Balance Certificates (other than the Control Eligible Certificates) have been reduced to zero as a result of the allocation of principal payments on the mortgage loans, the certificate administrator will be required to pay to the holders of each remaining Class of Principal Balance Certificates then entitled to distributions of principal on such Distribution Date the product of (a) any Yield Maintenance Charge or Prepayment Premium distributable on the subject Distribution Date (net of any liquidation fees payable therefrom) and (b) 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 for that Distribution Date.

No Prepayment Premiums or Yield Maintenance Charges will be distributed to the holders of the Class X-F, F, 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 mortgage loans as of the related Determination Date.

Realized Losses:

The Certificate Balances of the Class A-1, A-2, A-SB, D, E, F, G-RR and H-RR Certificates and the Class A-4, A-5, A-S, B and C trust components will be reduced without distribution on any Distribution Date as a write-off to the extent 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 H-RR Certificates; second, to the Class G-RR Certificates; third, to the Class F Certificates; fourth, to the Class E Certificates; fifth, to the Class D Certificates; sixth, to the Class C trust component; seventh, to the Class B trust component; eighth, to the Class A-S trust component; and, finally,

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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MSWF Commercial Mortgage Trust 2023-2 Certain Terms and Conditions

pro rata, to the Class A-1, A-2 and A-SB Certificates and the Class A-4 and A-5 trust components based on their outstanding Certificate Balances.

Any portion of such amount applied to the Class A-4, A-5, A-S, B or C trust component will reduce the Certificate Balance or Notional Amount of each Class of Certificates in the related group of Exchangeable Certificates by an amount equal to the product of (x) its Certificate Balance or Notional Amount, divided by the Certificate Balance of such trust component prior to the applicable reduction, and (y) the amount applied to such trust component.

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 and A-SB Certificates and the Class A-4 and A-5 trust components 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 and C trust components as write-offs in reduction of their Certificate Balances.

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 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 (other than the Class V and R Certificates) in reverse alphabetical order of their Class designations (except that interest payments on the Class A-1, A-2, A-SB, A-4, A-4-X1, A-4-X2, A-5, A-5-X1, A-5-X2, X-A, X-B, X-D and X-F 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 any serviced whole loan. With respect to any non-serviced whole loan, the master servicer or trustee, as applicable, under the related lead securitization servicing agreement will have the primary obligation to make any required servicing advances with respect to such non-serviced whole loan.

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 (other than a non-serviced 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 (together with any other mortgage loan cross-collateralized with such mortgage loan) plus certain escrows and reserves (including letters of credit) held with respect to the mortgage loan. With respect to any serviced whole loan, any Appraisal Reduction Amount will be allocated, pro rata, to the related mortgage loan and the related pari passu companion loan(s). With respect to any non-serviced mortgage loan, appraisal reduction amounts are expected to be calculated in a similar manner under the related non-serviced pooling and servicing agreement.

 

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 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 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.

 

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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MSWF Commercial Mortgage Trust 2023-2 Certain Terms and Conditions

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.

Neither (i) a Payment Accommodation with respect to any mortgage loan or serviced whole loan nor (ii) any default or delinquency that would have existed but for such Payment Accommodation will constitute an appraisal reduction event, for so long as the related borrower is complying with the terms of such Payment Accommodation.

A “Payment Accommodation” for any mortgage loan or serviced whole loan means the entering into of any temporary forbearance agreement as a result of the COVID-19 emergency (and qualification as a COVID-19 emergency forbearance will be determined by the special servicer in its sole and absolute discretion in accordance with the servicing standard) relating to payment obligations or operating covenants under the related mortgage loan documents or the use of funds on deposit in any reserve account or escrow account for any purpose other than the explicit purpose described in the related mortgage loan documents, that in each case (i) defers no greater than 3 monthly debt service payments (but no greater than 9 monthly debt service payments in the aggregate with any other Payment Accommodations) and (ii) requires full repayment of deferred payments, reserves and escrows by the date that is 12 months following the date of the first Payment Accommodation for such mortgage loan or serviced whole loan.

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-SB, D and E Certificates and the Class A-4, A-5, A-S, B and C trust components 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 V and R Certificates) 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 of Certificates (other than the Class V and R Certificates) would have to voluntarily participate in the exchange.

Liquidation Loan Waterfall: Following the liquidation of any mortgage loan or mortgaged 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.
Control Eligible Certificates: The Class G-RR and H-RR Certificates.
Directing Certificateholder/ Controlling Class:

A directing certificateholder may be appointed by the “majority controlling class certificateholder”, which will be the holder(s) of a majority of the Controlling Class.

The “Controlling Class” will be, as of any time of determination, the most subordinate Class of Control Eligible Certificates then outstanding that has an aggregate Certificate Balance (as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to such Class(es)) at least equal to 25% of the initial Certificate Balance of that Class; provided, however, that if at any time the Certificate Balances of the Certificates other than the Control Eligible Certificates have been reduced to zero as a result of principal payments on the Mortgage Loans, then the Controlling Class will be the most subordinate Class of Control Eligible Certificates that has a Certificate Balance greater than zero without regard to any Cumulative Appraisal Reduction Amounts. The Controlling Class as of the closing date will be the Class H-RR Certificates.

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” will occur when (i) the Class G-RR Certificates have a Certificate Balance (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class) of less than 25% of the initial Certificate Balance of that Class or (ii) a holder of the Class G-RR Certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor controlling class certificateholder as described below; provided that a Control Termination Event will not be deemed continuing in the event that the Certificate Balances of 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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MSWF Commercial Mortgage Trust 2023-2 Certain Terms and Conditions

Certificates other than the Control Eligible Certificates have been reduced to zero as a result of principal payments on the mortgage loans.

A “Consultation Termination Event” will occur when (i) there is no Class of Control Eligible Certificates that has a then-outstanding Certificate Balance at least equal to 25% of the initial Certificate Balance of that Class, in each case, without regard to the application of any Cumulative Appraisal Reduction Amounts; or (ii) a holder of the Class G-RR certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor controlling class certificateholder pursuant to the terms of the MSWF 2023-2 pooling and servicing agreement; provided that no Consultation Termination Event resulting solely from the operation of clause (ii) will be deemed to have existed or be in continuance with respect to a successor holder of the Class G-RR certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder; provided, further, that a Consultation Termination Event will not be deemed continuing in the event that the Certificate Balances of the Certificates other than the Control Eligible Certificates have been reduced to zero as a result of principal payments on the mortgage loans.

If no Control Termination Event has occurred and is continuing, except with respect to the Excluded Loans (as defined below) (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) in connection with asset status reports and material special servicing actions.

If a Consultation Termination Event has occurred and is continuing, 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 each serviced whole loan, the rights of the directing certificateholder described above will be subject to the consultation rights of the holders of the related pari passu companion loans. Those consultation rights will generally extend to asset status reports and material special servicing actions involving the related whole loan, will be as set forth in the related intercreditor agreement, and will be in addition to the rights of the directing certificateholder in this transaction described above.

 

With respect to each non-serviced whole loan, the applicable servicing agreement for the related controlling pari passu companion loan(s) generally grants (or will grant) the directing certificateholder under the related securitization control rights that may include the right to approve or disapprove various material servicing actions involving the related whole loan. The directing certificateholder for this securitization (so long as no Consultation Termination Event has occurred and is occurring) generally will nonetheless have the right to be consulted on a non-binding basis with respect to such actions. For purposes of the servicing of any such whole loan contemplated by this paragraph, 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 securitization of the related controlling pari passu companion loan(s).

 

The control rights and consent and consultation rights described in the preceding paragraphs are subject to various limitations, conditions and exceptions as described in the Preliminary Prospectus.

Notwithstanding any contrary description set forth above, in the event that, with respect to any mortgage loan, the majority controlling class certificateholder or the directing certificateholder is a Borrower Party, 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 MSWF 2023-2 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 such mortgage loan, and such mortgage loan will be referred to as an “Excluded Loan” as to such party.

 

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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MSWF Commercial Mortgage Trust 2023-2 Certain Terms and Conditions

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 MSWF 2023-2 pooling and servicing agreement with respect to such mortgage loan.

“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 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 VRR Interest, by Certificate Balance. The holder of the majority of the VRR Interest 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. There is expected to be no initial risk retention consultation party as of the closing date.

Notwithstanding any contrary description set forth above, in the event that, with respect to any mortgage loan, the holder of the majority of the VRR Interest or the risk retention consultation party is a Borrower Party, such mortgage loan will be referred to as an “Excluded Loan” as to such party. 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:

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. 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.

In addition, if at any time the Operating Advisor determines, in its sole discretion exercised in good faith, that (i) the Special Servicer is not performing its duties as required under the pooling and servicing agreement in accordance with the Servicing Standard and (ii) the replacement of the Special Servicer would be in the best interest of the certificateholders as a collective whole, then the Operating Advisor will have the right to recommend the replacement of the Special Servicer and will submit its formal recommendation to the Trustee and the Certificate Administrator (along with its rationale, its proposed replacement special servicer and other relevant information justifying its recommendation).

The Operating Advisor’s recommendation to replace the Special Servicer must be confirmed by an affirmative vote of holders of Principal Balance Certificates evidencing at least a majority of a quorum of certificateholders (which, for this purpose, is the holders of Principal Balance Certificates that (i) evidence at least 20% of the Voting Rights (taking into account the application of any cumulative appraisal reduction amounts to notionally reduce the respective Certificate Balances) of all Principal Balance Certificates on an aggregate basis, and (ii) consist of at least three certificateholders or certificate owners that are not risk retention affiliated with each other). In the event the holders of Principal Balance Certificates evidencing at least a majority of a quorum of certificateholders elect to remove and replace the Special Servicer (which requisite affirmative votes must be received within 180 days of the posting of the notice of the Operating Advisor’s recommendation to replace the Special Servicer to the Certificate Administrator’s website), the Certificate Administrator will be required to receive a Rating Agency Confirmation from each of the Rating Agencies at that time.

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
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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MSWF Commercial Mortgage Trust 2023-2 Certain Terms and Conditions
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 use commercially reasonable efforts 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, 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, 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 MSWF 2023-2 pooling and servicing agreement will authorize the Special Servicer to sell defaulted mortgage loans serviced by such Special Servicer to the highest bidder in a manner generally similar to sales of REO properties.

The sale of a defaulted loan (other than a non-serviced 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, Operating Advisor and/or Risk Retention Consultation Party, as described in the Preliminary Prospectus. Generally speaking, the holder of a pari passu companion loan will have consent and/or consultation rights, as described in the Preliminary Prospectus.

With respect to any serviced whole loan, if such whole loan becomes a defaulted loan under the

MSWF 2023-2 pooling and servicing agreement, the Special Servicer will generally be required to sell both the mortgage loan and the related pari passu companion loan(s) as a single whole loan.

 

With respect to each non-serviced whole loan, the applicable servicing agreement governing the servicing of such whole loan generally provides (or is expected to provide) that, if the related pari passu companion loan(s) serviced under such agreement become a defaulted loan under such servicing agreement, then the related special servicer may offer to sell to any person (or may offer to purchase) for cash such whole loan during such time as such applicable pari passu companion loan(s) constitutes a defaulted loan under such servicing agreement. Generally speaking, 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) (and, in some cases, any related subordinate companion loan) as a whole loan. The directing certificateholder for this securitization generally will have consultation rights as the holder of an interest in the related mortgage loan, as described in the Preliminary Prospectus.

The procedures for the sale of any whole loan that becomes a defaulted whole loan, and any associated consultation rights, are subject to various limitations, conditions and exceptions as described in the Preliminary Prospectus.

“As-Is” Appraisals: Appraisals must be conducted on an “as-is” basis, and must be no more than 12 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.

 

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.
 30 

 

MSWF Commercial Mortgage Trust 2023-2 Certain Terms and Conditions
Operating Advisor:

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

●             reviewing the actions of the Special Servicer with respect to any Specially Serviced Loan;

●             reviewing (i) all reports by the Special Servicer made available to Privileged Persons on the Certificate Administrator’s website that are relevant to the Operating Advisor’s obligations under the pooling and servicing agreement and (ii) each Asset Status Report (as defined in the Preliminary Prospectus) (after the occurrence and during the continuance of an Operating Advisor Consultation Event (as defined below)) and Final Asset Status Report (as defined in the Preliminary Prospectus);

●             reviewing for accuracy and consistency with the MSWF 2023-2 pooling and servicing agreement the mathematical calculations by the special servicer and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with Appraisal Reduction Amounts, Collateral Deficiency Amounts and net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan; and

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

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

●             to consult (on a non-binding basis) with the Special Servicer in respect of asset status reports and

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

An “Operating Advisor Consultation Event” will occur when the Certificate Balance of the Class G-RR and Class H-RR Certificates in the aggregate (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of such Classes) is 25% or less of the initial Certificate Balances of such Classes in the aggregate.

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

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.
 31 

 

MSWF Commercial Mortgage Trust 2023-2 Certain Terms and Conditions

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 Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations Reviewer with a proposed successor Asset Representations Reviewer that is an eligible asset representations reviewer, and (ii) payment by such holders to the certificate administrator of the reasonable fees and expenses to be incurred by the certificate administrator in connection with administering such vote, the certificate administrator will 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 written direction of certificateholders evidencing at least 75% of a certificateholder quorum (without regard to the application of any Cumulative Appraisal Reduction Amounts), the Trustee will terminate all of the rights and obligations of the Asset Representations Reviewer under the MSWF 2023-2 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 MSWF 2023-2 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 MSWF 2023-2 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 MSWF 2023-2 pooling and servicing agreement. Any certificateholder wishing to communicate with other certificateholders regarding the exercise of its rights under the terms of the MSWF 2023-2 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 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.
 32 

 

MSWF Commercial Mortgage Trust 2023-2 Certain Terms and Conditions
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 Special Notices” tab.  Investors may access the deal website following execution of a certification and confidentiality agreement.
Initial Majority Controlling Class Certificateholder: It is expected that Argentic Securities Holdings 2 Cayman Limited, an affiliate of Argentic Real Estate Finance 2 LLC and Argentic Services Company LP or an affiliate will be the initial majority controlling class certificateholder.
Whole Loans: Each of the mortgaged properties identified above under “IV. Characteristics of the Mortgage Pool—B. Summary of the Whole Loans” secures both a mortgage loan to be included in the trust fund and one or more other mortgage loans that will not be included in the trust fund, each of which will be pari passu or subordinate in right of payment with the mortgage loan included in the trust fund. We refer to each such group of mortgage loans as a “whole loan”. Such “—Summary of the Whole Loans” section includes further information regarding the various notes in each whole loan, the holders of such notes, the lead servicing agreement for each such whole loan, and the master servicer and special servicer under such lead servicing agreement.
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.
 33 

 

Other – Data Center Loan #1 Cut-off Date Balance:   $90,000,000
60 Hudson Street 60 Hudson Cut-off Date LTV:   17.5%
New York, NY 10013   U/W NCF DSCR:   3.92x
    U/W NOI Debt Yield:   24.2%

 

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.
 34 

 

Other – Data Center Loan #1 Cut-off Date Balance:   $90,000,000
60 Hudson Street 60 Hudson Cut-off Date LTV:   17.5%
New York, NY 10013   U/W NCF DSCR:   3.92x
    U/W NOI Debt Yield:   24.2%

 

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.
 35 

 

Other – Data Center Loan #1 Cut-off Date Balance:   $90,000,000
60 Hudson Street 60 Hudson Cut-off Date LTV:   17.5%
New York, NY 10013   U/W NCF DSCR:   3.92x
    U/W NOI Debt Yield:   24.2%

 

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.
 36 

 

 

 

No. 1 – 60 Hudson
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: Morgan Stanley Mortgage Capital Holdings LLC   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/KBRA/Moody’s):

AAAsf/AAA(sf)/Aaa(sf)   Property Type – Subtype: Other – Data Center
Original Principal Balance(1): $90,000,000   Location: New York, NY
Cut-off Date Balance(1): $90,000,000   Size: 1,149,619 SF
% of Initial Pool Balance: 9.8%   Cut-off Date Balance Per SF(1): $243.56
Loan Purpose: Refinance   Maturity Date Balance Per SF(1): $243.56
Borrower Sponsor: The Stahl Organization   Year Built/Renovated: 1930 / 2013
Guarantor: NAP(2)   Title Vesting: Fee
Mortgage Rate: 5.8850%   Property Manager:

Colliers Tri-State Management LLC

(borrower-related)

Note Date: September 6, 2023   Current Occupancy (As of): 62.2% (6/5/2023)
Seasoning: 2 months   YE 2022 Occupancy: 63.2%
Maturity Date: October 1, 2033   YE 2021 Occupancy: 64.1%
IO Period: 120 months   YE 2020 Occupancy: 72.6%
Loan Term (Original): 120 months   As-Is Appraised Value: $1,596,000,000
Amortization Term (Original): NAP   As-Is Appraised Value Per SF: $1,388.29
Loan Amortization Type: Interest Only   As-Is Appraisal Valuation Date: May 8, 2023
Call Protection: L(26),D(89),O(5)      
Lockbox Type: Hard/In Place Cash Management      
Additional Debt(1)(3): Yes   Underwriting and Financial Information
Additional Debt Type (Balance)(1)(3): Pari Passu ($190,000,000)   TTM 6/30/2023 NOI: $73,525,984
      YE 2022 NOI: $65,561,820
      YE 2021 NOI: $77,460,400
      YE 2020 NOI: $67,543,911
      U/W Revenues: $120,518,204
      U/W Expenses: $52,684,531
Escrows and Reserves(4)   U/W NOI: $67,833,673
  Initial Monthly Cap   U/W NCF: $65,493,494
Taxes: $7,089,987 $1,772,497 NAP   U/W DSCR based on NOI/NCF(1): 4.06x / 3.92x
Insurance: $0 Springing NAP   U/W Debt Yield based on NOI/NCF(1): 24.2% / 23.4%
Replacement Reserve: $0 Springing NAP   U/W Debt Yield at Maturity based on NOI/NCF(1): 24.2% / 23.4%
TI/LC Reserve: $0 Springing NAP   Cut-off Date LTV Ratio(1): 17.5%
          LTV Ratio at Maturity(1): 17.5%
               
Sources and Uses
Sources         Uses      
Whole Loan Amount $280,000,000     98.7%   Loan Payoff $274,771,150      96.9%
Borrower Equity 3,678,608    1.3   Reserves 7,089,987    2.5
          Closing Costs 1,817,471     0.6 
Total Sources $283,678,608   100.0%   Total Uses $283,678,608   100.0%
(1)The 60 Hudson Mortgage Loan (as defined below) is part of the 60 Hudson Whole Loan (as defined below), which is comprised of 10 pari passu promissory notes with an aggregate original principal balance of $280,000,000. The Cut-off Date Balance Per SF, Maturity Date Balance Per SF, U/W DSCR based on NOI/NCF, U/W Debt Yield based on NOI/NCF, U/W Debt Yield at Maturity based on NOI/NCF, Cut-off Date LTV Ratio and LTV Ratio at Maturity presented above are based on the aggregate Cut-off Date principal balance of the 60 Hudson Whole Loan.
(2)There is no non-recourse carveout guarantor or separate environmental indemnitor with respect to the 60 Hudson Whole Loan.
(3)See “The Mortgage Loan” below for further information about additional mortgage debt.
(4)See “Escrows” below.

 

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.
 37 

 

Other – Data Center Loan #1 Cut-off Date Balance:   $90,000,000
60 Hudson Street 60 Hudson Cut-off Date LTV:   17.5%
New York, NY 10013   U/W NCF DSCR:   3.92x
    U/W NOI Debt Yield:   24.2%

The Mortgage Loan. The largest mortgage loan (the “60 Hudson Mortgage Loan”) is part of a whole loan (the “60 Hudson Whole Loan”) evidenced by 10 pari passu promissory notes with an aggregate original principal balance of $280,000,000. The 60 Hudson Whole Loan is secured by a first priority fee mortgage encumbering a 1,149,619 SF data center property in New York, New York (the “60 Hudson Property”). The 60 Hudson Mortgage Loan is evidenced by the controlling Note A-1 and the non-controlling Note A-4 with an aggregate original principal balance of $90,000,000. The 60 Hudson Whole Loan was originated by Morgan Stanley Bank, N.A. (“MSBNA”). Barclays Capital Real Estate Inc. acquired Note A-5 in the original principal balance of $30,000,000 from MSBNA on September 21, 2023, and Note A-8 in the original principal balance of $10,000,000 from MSBNA or an affiliate on October 11, 2023, and both such notes were subsequently contributed to the BBCMS 2023-C22 securitization transaction. Bank of Montreal acquired Note A-9 and Note A-10, in the aggregate original principal balance of $20,000,000 from MSBNA or an affiliate on October 3, 2023. The rest of the non-controlling Notes with an aggregate original principal balance of $130,000,000 (together with Note A-5, Note A-8, Note A-9 and Note A-10, the “60 Hudson Serviced Pari Passu Companion Loans”) are currently held by MSBNA and are expected to be contributed to one or more future securitization transactions. The 60 Hudson Whole Loan will be serviced pursuant to the pooling and servicing agreement for the MSWF 2023-2 transaction. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the prospectus.

 

Whole Loan Note Summary

Notes Original Balance Cut-off Date Balance Note Holder Controlling Piece
A-1 $60,000,000 $60,000,000 MSWF 2023-2 Yes
A-2 $50,000,000 $50,000,000 MSBNA No
A-3 $40,000,000 $40,000,000 MSBNA No
A-4 $30,000,000 $30,000,000 MSWF 2023-2 No
A-5 $30,000,000 $30,000,000 BBCMS 2023-C22 No
A-6 $20,000,000 $20,000,000 MSBNA No
A-7 $20,000,000 $20,000,000 MSBNA No
A-8 $10,000,000 $10,000,000 BBCMS 2023-C22 No
A-9 $10,000,000 $10,000,000 Bank of Montreal No
A-10 $10,000,000 $10,000,000 Bank of Montreal No
Total (Whole Loan) $280,000,000 $280,000,000    

 

The Borrower and the Borrower Sponsor. The borrower for the 60 Hudson Whole Loan is 60 Hudson Owner LLC, a single-purpose Delaware limited liability company with two independent directors in its organizational structure. The borrower sponsor is The Stahl Organization. The Stahl Organization is a privately held, New York based real estate company founded by Stanley Stahl in 1949. The Stahl Organization’s current real estate portfolio comprises over 5 million SF of office space, including 277 Park Avenue and 122 East 42nd Street, and 10 retail/commercial properties in Manhattan. The Stahl Organization is also a significant residential landlord with over 3,500 apartments in various residential assets located throughout New York City. There is no non-recourse carveout guarantor or separate environmental indemnitor with respect to the 60 Hudson Whole Loan.

In addition to its real estate portfolio, The Stahl Organization owns 100% of Apple Bank for Savings, which has 84 branches. The Stahl Organization also owns Cauldwell Wingate Company, a construction company based in New York City and founded in 1910.

The Stahl Organization’s executives have been associated with the company for many years as employees and third-party professional consultants. Richard F. Czaja, the Co-President and General Counsel, has been with The Stahl Organization for over 35 years and has represented the company in legal matters during the prior eight years. Gregg S. Wolpert, Co-President, has been with the company for over 33 years and managed several of the company’s real estate investments during the prior eight years. Marianne Dziuba, Executive Vice President, has been with the organization for over 40 years. Robert Getreu, a key principal, is an Executive Vice President of Colliers Tri-State Management, LLC (the “Property Manager”), and handled the redevelopment and expansion of the 60 Hudson Property in 2013. Robert Getreu has been with the Property Manager for over 31 years. Richard F. Czaja and Robert Getreu are the non-member managers of two entities which own an approximately 67.5% indirect equity interest in the borrower. Richard F. Czaja and Gregg S. Wolpert are trustees of a trust which is the general partner of a third entity which owns the remaining 32.5% indirect equity interest in the borrower.

The Property. The 60 Hudson Property is a 24-story, plus basement, 1,149,619 SF data center/carrier hotel building situated on an approximately 1.2-acre site located in New York, New York. The 60 Hudson Property spans an entire block between Hudson Street, West Broadway, Worth Street and Thomas Street. The 60 Hudson Property is one of the primary telecom and internet centers in New York City. Built in 1930 for the Western Union Telegraph Company, the 60 Hudson Property was initially known as the "Telegraph Capital of America”. After Western Union departed in 1973, the 60 Hudson Property was converted into a colocation center. Hundreds of telecommunication companies interconnect their respective internet networks, where telecommunications companies route internet traffic and exchange information in a “meet-me room” located at the 60 Hudson Property through fiber-optic lines. The 60 Hudson Property is widely considered a primary telecommunications hub of the Northeast region of the United States. The 60 Hudson Property provides an interconnection via under-sea cable to the United Kingdom, and to the cables from Manasquan, New Jersey, and Truckerton, New York, to the European Union.

 

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.
 38 

 

Other – Data Center Loan #1 Cut-off Date Balance:   $90,000,000
60 Hudson Street 60 Hudson Cut-off Date LTV:   17.5%
New York, NY 10013   U/W NCF DSCR:   3.92x
    U/W NOI Debt Yield:   24.2%

The borrower sponsor most recently renovated the 60 Hudson Property in 2013. As of June 5, 2023, the 60 Hudson Property was 62.2% leased and anchored by major telecommunications and data center tenants, including Verizon, Hudson Interxchange, Telx New York LLC (Digital Realty Trust), and zColo. Approximately 9.5% of net rentable area consists of traditional office space. The 60 Hudson Property building was designated as a historical landmark in 1992 by the New York City Landmarks Preservation Commission.

Major Tenants.

Verizon (184,420 square feet, 16.0% of net rentable area, 28.3% of underwritten rent). Verizon (NYSE: VZ) is a leading provider of technology and communications services. Headquartered in New York City, and formed on June 30, 2000, the company offers voice, data and video services and solutions on its networks and platforms. Verizon has nearly 1,500 retail locations throughout over 150 countries and reported 2022 revenues of $136.8 billion. Verizon operates at the 60 Hudson Property under four separate affiliated entities: MCI Communication Services (157,952 SF), Metropolitan Fiber Systems of NY (14,904 SF), XO Communications Services (10,898 SF) and Verizon New York Inc. (666 SF). Verizon and its affiliated tenants have been a tenant at the 60 Hudson Property since July 1984, December 1986, September 1990, and December 1997, respectively. With the exception of XO Communications Services (10,898 SF), Verizon and its affiliated leases recently executed extension notices for their leases, which will extend for 10 years through December 2034, with one, 10-year renewal option remaining. The XO Communications Services lease has an expiration date of May 31, 2033, with no renewal options remaining.

CDIL Data Centre USA LLC (“Hudson Interxchange”) (172,775 square feet, 15.0% of net rentable area, 22.1% of underwritten rent). Hudson Interxchange (previously known as Datagryd) is a wholesale data center provider meeting the demands of high-power cloud computing and data storage clients by offering colocation space and power and cooling infrastructure for data network, telecommunications, cloud and large enterprises. Datagryd was acquired by Cordiant Digital Infrastructure in 2022 for $74.0 million and was rebranded to Hudson Interxchange. Hudson Interxchange has occupied the 60 Hudson Property since September 2011, has a lease expiration date of September 30, 2032 and has three 5-year renewal options remaining.

Telx – New York LLC (Digital Realty) (“Telx”) (95,494 square feet, 8.3% of net rentable area, 12.9% of underwritten rent). Telx is a provider of data center colocation, interconnection, and cloud enablement solutions. Telx was acquired by Digital Realty Trust, Inc. in 2015 for $1.9 billion. Digital Realty Trust, Inc. operates as a real estate investment trust and is a large global provider of cloud- and carrier-neutral data center, colocation, and interconnection solutions. As of December 31, 2022, Digital Realty Trust Inc.’s portfolio consisted of 316 specialty industrial properties located in North America, Europe, South America, Africa, Australia and Asia. Telx has been a tenant at the 60 Hudson Property since June 1997, has a lease expiration date of October 31, 2027 and has one, 5-year renewal option remaining.

zColo, LLC (DataBank) (57,840 square feet, 5.0% of net rentable area, 10.6% of underwritten rent). Databank acquired the data center assets of Zayo Group (zColo LLC) in December 2020 for approximately $1.4 billion, expanding Databank’s footprint to over 65 data centers in over 29 markets and creating one of the largest privately held data center operators in North America. ZColo’s data centers are located in markets across the United States, and include major carrier interconnects in markets such as New York, Los Angeles, Seattle, Denver, Chicago, Minneapolis, Boston, Philadelphia, and Miami. zColo, LLC (DataBank) has been a tenant at the 60 Hudson Property since April 1995, has a lease expiration date of July 31, 2032 and has one, 10-year renewal option remaining.

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.
 39 

 

 

Other – Data Center Loan #1 Cut-off Date Balance:   $90,000,000
60 Hudson Street 60 Hudson Cut-off Date LTV:   17.5%
New York, NY 10013   U/W NCF DSCR:   3.92x
    U/W NOI Debt Yield:   24.2%

The following table presents certain information relating to the major tenants at the 60 Hudson Property:

Major Tenants(1)

 

Tenant Name

Credit Rating (Fitch/

Moody’s/ S&P)(2)

Tenant NRSF % of
NRSF
Annual U/W Base Rent PSF Annual
U/W Base Rent
% of Total Annual U/W Base Rent Lease
Expiration
Date
Extension Options Term. Option (Y/N)
Major Tenants                
Verizon(3) A-/Baa1/BBB+ 184,420 16.0% $125.96 $23,229,241 28.3% Various(3) Various(3) N
Hudson Interxchange NR/NR/NR 172,775 15.0% $104.95 $18,132,737 22.1% 9/30/2032 3x5 yr N
Telx BBB/Baa2/BBB 95,494 8.3% $111.26 $10,624,472 12.9% 10/31/2027 1x5 yr N
zColo, LLC (DataBank) NR/NR/NR 57,840 5.0% $150.18   $8,686,211 10.6% 7/31/2032 1x10 yr N
Level 3 Communications, LLC NR/NR/NR 35,389 3.1% $119.59   $4,232,080 5.2% Various(4) 1x10 yr Y(5)
Centurylink Communications BB-/Caa2/CCC+ 37,472 3.3% $101.29   $3,795,715 4.6% 9/30/2033 1x10 yr N
NYI-Sirius, LLC NR/NR/NR 21,708 1.9% $115.42   $2,505,625 3.0% 7/31/2028 1x10 yr Y(6)
Total Major Tenants 605,098 52.6% $117.68 $71,206,081 86.7%      
                 
Non-Major Tenants 109,536 9.5%   $99.99 $10,952,927 13.3%      
                 
Occupied Collateral Total 714,634 62.2% $114.97 $82,159,008 100.0%      
                 
Vacant Space(7) 434,985 37.8%            
                 
Collateral Total 1,149,619 100.0%            
                   
(1)Information is based on the underwritten rent roll.
(2)Certain ratings are those of the parent company whether or not the parent company guarantees the lease.
(3)Includes Verizon affiliated leases under MCI Communication Services (157,952 SF), Metropolitan Fiber Systems of NY (14,904 SF), XO Communications Services (10,898 SF) and Verizon New York Inc. (666 SF). With the exception of the XO Communications Services lease, Verizon and its affiliated leases recently executed extension notices for their leases, which extends the leases through December 31, 2034. The XO Communications Services lease has a lease expiration date of May 31, 2033. With the exception of the Verizon New York Inc. and XO Communications Services leases, Verizon’s affiliated leases have one, 10-year renewal option remaining.
(4)Level 3 Communications, LLC has 22,113 SF with an expiration date of December 31, 2027 and 13,276 SF with an expiration date of April 30, 2025.
(5)Level 3 Communications, LLC has the right to terminate its lease with respect to the 12th floor premises (5,574 SF) on December 31, 2024 upon delivery of written notice to the landlord no less than 12 months, and no more than 15 months prior.
(6)NYI-Sirius, LLC has the option to terminate its lease with respect to the Suite 1213 premises (8,309 SF) upon 12 months prior notice to the landlord, together with a payment of $100,000.
(7)Vacant Space includes one in-place tenant, Stadium Goods (13,828 SF) which was underwritten as vacant due to its lease expiring in October 2023.

 

The following table presents certain information relating to the lease rollover schedule at the 60 Hudson Property:

Lease Expiration Schedule(1)(2)

Year Ending
 December 31
No. of Leases Expiring Expiring NRSF % of Total NRSF Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Base Rent
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF
MTM 2 7,886 0.7% 7,886 0.7% $0 0.0% $0.00
2023 0 0 0.0% 7,886 0.7% $0 0.0% $0.00
2024 2 10,876 0.9% 18,762 1.6% $1,090,229 1.3% $100.24
2025 2 16,971 1.5% 35,733 3.1% $1,938,982 2.4% $114.25
2026 0 0 0.0% 35,733 3.1% $0 0.0% $0.00
2027 12 132,121 11.5% 167,854 14.6% $14,937,189 18.2% $113.06
2028 5 40,719 3.5% 208,573 18.1% $4,776,223 5.8% $117.30
2029 1 6,121 0.5% 214,694 18.7% $529,996 0.6% $86.59
2030 0 0 0.0% 214,694 18.7% $0 0.0% $0.00
2031 3 12,976 1.1% 227,670 19.8% $1,581,019 1.9% $121.84
2032 19 242,627 21.1% 470,297 40.9% $28,097,299 34.2% $115.80
2033 2 48,370 4.2% 518,667 45.1% $5,014,225 6.1% $103.66
Thereafter 7 195,967 17.0% 714,634 62.2% $24,193,846 29.4% $123.46
Vacant(3) 0 434,985 37.8% 1,149,619 100.0% $0 0.0% $0.00
Total/Wtd. Avg. 55 1,149,619 100.0%     $82,159,008 100.0% $114.97(4)
(1)Information is based on the underwritten rent roll as of June 5, 2023.
(2)Certain tenants may have lease termination options that are exercisable prior to the stated expiration date of the subject lease or leases which are not considered in the lease rollover schedule.
(3)Vacant includes one in-place tenant, Stadium Goods (13,828 square feet) which was underwritten as vacant due to its lease expiring in October 2023.
(4)Total/Wtd. Avg. Annual U/W Base Rent PSF excludes vacant 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.
 40 

 

Other – Data Center Loan #1 Cut-off Date Balance:   $90,000,000
60 Hudson Street 60 Hudson Cut-off Date LTV:   17.5%
New York, NY 10013   U/W NCF DSCR:   3.92x
    U/W NOI Debt Yield:   24.2%

The following table presents historical occupancy percentages at the 60 Hudson Property:

Historical Occupancy

2020(1)

2021(1)

2022(1)

6/5/2023(2)

72.6% 64.1% 63.2% 62.2%
(1)Information was provided by the borrower.
(2)Information based on the underwritten rent roll.

 

Underwritten Net Cash Flow. The following table presents certain information relating to the historic operating results and underwritten net cash flow at the 60 Hudson Property:

Cash Flow Analysis

  2020 2021 2022 6/30/2023 TTM U/W %(1) U/W $ per SF
Gross Potential Rent $80,020,378 $81,473,151 $79,777,070 $80,757,027 $126,042,403(2) 76.7% $109.64
Recoveries 8,899,659 7,503,651 6,767,304 7,800,073 6,459,196 3.9 5.62
Other Income(3)

22,431,718

29,768,129

26,396,142

35,751,074

31,900,000

19.4

27.75

Net Rental Income $111,351,756 $118,744,930 $112,940,517 $124,308,174 $164,401,599 100.0% $143.01
Less Vacancy & Credit Loss

0

0

0

0

(43,883,395)

(34.8)

(38.17)

Effective Gross Income $111,351,756 $118,744,930 $112,940,517 $124,308,174 $120,518,204 73.3% $104.83
               
Real Estate Taxes(4) $20,888,707 $16,556,736 $20,495,261 $20,777,690 $21,269,961 17.6% $18.50
Insurance 707,269 703,478 681,814 758,606 745,821 0.6 0.65
Other Operating Expenses

22,211,869

24,024,316

26,201,622

29,245,894

30,668,749

25.4

26.68

Total Operating Expenses $43,807,845 $41,284,530 $47,378,697 $50,782,190 $52,684,531 43.7% $45.83
               
Net Operating Income $67,543,911 $77,460,400 $65,561,820 $73,525,984 $67,833,673 56.3% $59.01
Replacement Reserves 0 0 0 0 229,924 0.2 0.20
TI/LC

0

0

0

0

2,110,256

1.8

1.84

Net Cash Flow $67,543,911 $77,460,400 $65,561,820 $73,525,984 $65,493,494 54.3% $56.97
               
NOI DSCR(4) 4.04x 4.64x 3.92x 4.40x 4.06x    
NCF DSCR(4) 4.04x 4.64x 3.92x 4.40x 3.92x    
NOI Debt Yield(4) 24.1% 27.7% 23.4% 26.3% 24.2%    
NCF Debt Yield(4) 24.1% 27.7% 23.4% 26.3% 23.4%    
(1)Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy & Credit Loss and (iii) percent of Effective Gross Income for all other fields.
(2)Based on the underwritten rent roll dated as of June 5, 2023 inclusive of contractual rent steps through September 2024 totaling $3,076,879.
(3)Other Income includes metered electric charges, conduit income, point of entry income, condenser water income, emergency generator access charges, fuel riser income and other miscellaneous fees.
(4)Debt service coverage ratios and debt yields are based on the aggregate Cut-off Date balance of the 60 Hudson Whole Loan.

 

Appraisal. The appraiser concluded to an “as-is” value as of May 8, 2023 of $1,596,000,000.

Environmental Matters. According to the Phase I environmental report dated May 11, 2023, there was no evidence of any recognized environmental conditions at the 60 Hudson Property.

Market Overview and Competition. The 60 Hudson Property is located in the Financial District neighborhood of Lower Manhattan, which borders the neighborhoods of Downtown West, Downtown East, Battery Park, Tribeca/City Hall, Chinatown, and Lower East Side. The 60 Hudson Property is located 5 blocks north of the Wall Street subway station, which provides access to the 2 and 3 lines, while also being located a short walk from the PATH, 4, 5, A, C, E, J, M, Z, W, R, 1, 2, and 3 subway lines, with the new Fulton Street Transit Center providing access to New Jersey, Brooklyn, and the residential neighborhoods in Lower Manhattan.

The 60 Hudson Property is located within the New York metro data center market, which includes clusters of properties in Northern New Jersey, Southeastern New York, and Southwestern Connecticut. The New York metro represents the second-largest data center market in the United States, behind Northern Virginia, and accounts for the highest colocation revenues with proximity to Wall Street and subsea connectivity. Manhattan represents a major confluence of fiber networks and enterprise information technology footprints, with developed carrier hotels including the 60 Hudson Property, 32 Avenue of the Americas, and 111 8th Avenue expected to remain central hubs for networking and connectivity. As of 2023, according to a third party market research report, the New York metro is estimated to operate with nearly 800 megawatts of multi-tenant information technology capacity. The New York market is estimated to have surpassed 6.0 million SF of multi-tenant operational space as of 2022.

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.
 41 

 

Other – Data Center Loan #1 Cut-off Date Balance:   $90,000,000
60 Hudson Street 60 Hudson Cut-off Date LTV:   17.5%
New York, NY 10013   U/W NCF DSCR:   3.92x
    U/W NOI Debt Yield:   24.2%

Data center customers within this region primarily include the financial sector, but also include healthcare, media, and others which have specific user requirements and compliance needs. New York’s financial industry is responsible for approximately 40% of its total economic output. Transferring data is vital for the financial services industry, and this communication must move quickly with its information stored securely. Increased volume of data in trading is raising demand for cybersecurity software with monitors for fraud or noncompliance. Proximity hosting allows traders to be physically close to information technology systems allowing the advantage of multiple data flows. According to the appraisal, data center operators in this region or other major markets are reporting occupancy rates from 75% to 94%.

According to the appraisal, the estimated 2022 population within a half-, one - and two-mile radius was approximately 19,702, 213,569, and 677,036, respectively, and the average household income within the same radii was $206,211, $207,361, and $217,611, respectively.

The following table presents certain information relating to the appraisal’s market rent conclusion for the 60 Hudson Property:

Market Rent Summary

Category Market Rent (PSF) Lease Type (Reimbursements)(1) Rent Increase Projection Lease Term Tenant Improvements (New/Renewal)

Leasing Commissions

(New/Renewal)

Office (Floors 1-13) $54.00 MG+E (Taxes Only) 2.5% per year 10 years $125.00 / $90.00 4.0% / 2.0%
Office (Floors 14-24) $60.00 MG+E (Taxes Only) 2.5% per year 10 years $125.00 / $90.00 4.0% / 2.0%
Office (Floor 14; 1st Turn) $60.00 MG+E (Taxes Only) 2.5% per year 10 years $150.00 / $90.00 4.0% / 2.0%
Data Center ($100 PSF) $100.00 MG+E (Taxes Only) 2.5% per year 10 years $20.00 / $5.00 4.0% / 2.0%
Data Center ($125 PSF) $125.00 MG+E (Taxes Only) 2.5% per year 10 years $20.00 / $5.00 4.0% / 2.0%
Data Center ($175 PSF) $175.00 MG+E (Taxes Only) 2.5% per year 10 years $20.00 / $5.00 4.0% / 2.0%

Source: Appraisal.

(1)MG+E (Taxes Only) represents modified gross basis with tenants paying their pro rata share of expense reimbursements (taxes only) over a base year.

 

The following table presents information relating to the sales of comparable properties to the 60 Hudson Property identified by the appraisal:

Comparable Sales Summary

Subject/Location Year Built/ Renovated Rentable Area (SF) Occupancy Sale Date Sale Price Sale Price PSF

60 Hudson Property (subject)(1)

New York, NY

1930/2013 1,149,619 62.2% NAV $1,596,000,000(2) $1,388.29(2)

1500 Champa Street

Denver, CO

1985 / 2014 140,323 100.0% Dec. 2021 $92,000,000 $655.63

Confidential

Major Market

1925 / 2010 66,000 Value Add Oct. 2021 $31,895,000 $483.26

325 Hudson

New York, NY

1967 / 2007 217,600 Value Add May 2021 $134,140,000 $616.45

Confidential

Secondary Market

1914 / 2001 300,000 Value Add Jan. 2021 $360,000,000 $1,200.00

Confidential

Major Market

1942 / 2000 175,000 75.0% Dec. 2020 $165,468,922 $945.54

Confidential

Major Market

1923 / Various 110,000 94.0% Apr. 2020 $100,000,00 $909.09

Confidential

Major Market

1981 / 2013 400,000 90.0% Jan. 2020 $750,000,000 $1,875.00

1950 North Stemmons Freeway

Dallas, TX

1985 / Various 1,600,000 90.0% Feb. 2018 $800,000,000 $500.00

Source: Appraisal.

(1)Information obtained from the underwritten rent roll other than year built/renovated.
(2)Sale Price represents appraisal value
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.
 42 

 

Other – Data Center Loan #1 Cut-off Date Balance:   $90,000,000
60 Hudson Street 60 Hudson Cut-off Date LTV:   17.5%
New York, NY 10013   U/W NCF DSCR:   3.92x
    U/W NOI Debt Yield:   24.2%

Escrows

Real Estate Taxes – At origination the borrower deposited $7,089,987 into a reserve for real estate taxes. On each monthly payment date, the borrower is required to deposit into a reserve for real estate taxes an amount equal to 1/12 of the real estate taxes that the lender estimates will be payable during the next 12 months for the 60 Hudson Property (currently approximately $1,772,497).

Insurance – On each monthly payment date, the borrower is required to deposit into a reserve for insurance premiums an amount equal to 1/12 of the insurance premiums that the lender estimates will be payable for the renewal of coverage upon the expiration of the insurance policies. Notwithstanding the foregoing, the borrower is not required to reserve for insurance premiums, provided that (i) no event of default is continuing under the 60 Hudson Whole Loan documents, (ii) the liability and casualty insurance coverage for the 60 Hudson Property is included in blanket policies approved by the lender in its reasonable discretion, and (iii) the borrower provides the lender with evidence of renewal of the policies and paid receipts for the payment of the insurance premiums by no later than 10 days prior to the expiration date of the policies (which was the case at origination).

Replacement Reserve – On each monthly payment date during the continuance of a Reserves Trigger Period (as defined below), the borrower is required to deposit approximately $19,160 into a reserve for capital expenditures.

TI/LC Reserve – On each monthly payment date during the continuance of a Reserves Trigger Period, the borrower is required to deposit approximately $287,405 into a reserve for tenant improvements and leasing commissions. 

“Reserves Trigger Period” means the continuance of any Cash Sweep Event Period (as defined below), provided that if such Cash Sweep Event Period is not caused by an event of default under the 60 Hudson Whole Loan documents, the Reserves Trigger Period will not be deemed to have occurred if (i) the borrower demonstrates to the reasonable satisfaction of the lender that the borrower has Sufficient Liquid Resources (as defined below) or (ii) the borrower delivers to the lender the Additional Collateral (as defined below) as and when permitted by the 60 Hudson Whole Loan documents.

“Sufficient Liquid Resources” means that the borrower has cash, cash equivalents and/or other liquid assets equal to not less than 50% or more of the capital expenditures and tenant improvements and leasing commissions payable as of an applicable determination date.

“Additional Collateral” means either cash or a letter of credit in the amount of $17,500,000.

“Cash Sweep Event Period” means a period (A) commencing upon the earliest of (i) the occurrence of an event of default under the 60 Hudson Whole Loan documents, or (ii) the interest only debt service coverage ratio of the 60 Hudson Whole Loan being less than 1.60x at the end of any calendar quarter; and (B) expiring upon (y) with regard to any Cash Sweep Event Period commenced in connection with clause (i) above, the cure (if applicable) of such event of default, and (z) with regard to any Cash Sweep Event Period commenced in connection with clause (ii) above, the date that either (A) the interest only debt service coverage ratio is equal to or greater than 1.60x for the immediately preceding calendar quarter (without assuming that the Additional Collateral has been applied as a partial repayment of the 60 Hudson Whole Loan) or (B) assuming that no event of default is continuing, the date that the borrower delivers Additional Collateral to the lender; provided, however, that if, 12 months following the commencement of the Cash Sweep Event Period that resulted in delivery of Additional Collateral, the interest only debt service coverage ratio is less than 1.60x at the end of any calendar quarter (without giving effect to application of the Additional Collateral to the outstanding principal balance of the 60 Hudson Whole Loan), a Cash Sweep Event Period will be deemed to have occurred and will continue until the date that the interest only debt service coverage ratio is equal to or greater than 1.60x for the immediately preceding calendar quarter. In no event will the borrower have the right to cure a Cash Sweep Event Period by delivering Additional Collateral on more than three occasions.

Lockbox and Cash Management. The 60 Hudson Whole Loan is structured with a hard lockbox maintained with Apple Bank for Savings, an affiliate of the borrower, and in place cash management. All rents are required to be deposited into the lender-controlled lockbox account. The 60 Hudson Whole Loan documents require that the borrower deliver tenant direction letters to the tenants directing them to pay all rents into the lockbox account, and if the borrower or property manager receives rents from the 60 Hudson Property despite such direction, deposit such rents into the lockbox account within one business day of receipt. All funds in the lockbox account are required to be swept on each business day into a lender-controlled cash management account, to be applied, provided no event of default is continuing under the 60 Hudson Whole Loan, (i) to make the monthly deposits, if any, into the tax and insurance reserve funds, as described above under “Escrows” (ii) to pay debt service on the 60 Hudson Whole Loan, (iii) to make monthly deposits, if any, into the replacement reserve and the TI/LC reserve, as described above under “Escrows” (iv) if a Cash Sweep Event Period is continuing, to pay monthly operating expenses in the amount set forth in the lender-approved annual budget and lender approved extraordinary expenses, and (v) to apply any funds remaining in the cash management account after the application described above (x) if a Cash Sweep Event Period exists, to be deposited into an excess cash flow reserve to be held as additional collateral for the 60 Hudson Whole Loan during the continuance of such Cash Sweep Event Period and (y) otherwise, to be disbursed to the borrower.

Subordinate and Mezzanine Indebtedness. None.

Partial Release. Not permitted. 

Real Estate Substitution. Not permitted.

Property Management. The property manager is Colliers Tri-State Management LLC, an affiliate of the borrower.

 

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.
 43 

 

Other – Data Center Loan #1 Cut-off Date Balance:   $90,000,000
60 Hudson Street 60 Hudson Cut-off Date LTV:   17.5%
New York, NY 10013   U/W NCF DSCR:   3.92x
    U/W NOI Debt Yield:   24.2%

Letter of Credit. None; provided that a letter of credit may be delivered to cure a Cash Sweep Event Period caused by a decline in debt service coverage ratio as described above under “Escrows.”

Right of First Offer/Right of First Refusal. None.

Ground Lease. None.

Terrorism Insurance. The borrower is required to obtain and maintain an “all risk” property insurance policy that covers perils of terrorism and acts of terrorism in an amount equal to the “full replacement cost” of the 60 Hudson Property together with 24 months of business income insurance, plus an extended period of indemnity of up to 12 months. Notwithstanding the foregoing, for so long as the Terrorism Risk Insurance Act of 2002, as extended and modified by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA”), is in effect (including any extensions thereof or if another federal governmental program is in effect relating to “acts of terrorism” which provides substantially similar protections as TRIPRA), the lender is required to accept terrorism insurance which insures against “covered acts” as defined by TRIPRA (or such other program) but only in the event that TRIPRA (or such other program) continues to cover both domestic and foreign acts of terrorism. Additionally, with respect to any such stand-alone policy covering perils of terrorism and acts of terrorism, the borrower will not be required to pay any insurance premiums solely with respect to such terrorism coverage in excess of two times the amount of the insurance premium that is payable in respect of the property insurance and business income/loss of rents insurance for the 60 Hudson Property (without giving effect to the cost of terrorism and earthquake components of such insurance) at the time that such terrorism coverage is excluded from the applicable insurance policy. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the 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.
 44 

 

Retail – Super Regional Mall Loan #2 Cut-off Date Balance:   $90,000,000
7000 and 7600 Arundel Mills Circle Arundel Mills and Marketplace Cut-off Date LTV:   41.4%
Hanover, MD 21076   U/W NCF DSCR:   1.98x
    U/W NOI Debt Yield:   16.1%

 

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.
 45 

 

Retail – Super Regional Mall Loan #2 Cut-off Date Balance:   $90,000,000
7000 and 7600 Arundel Mills Circle Arundel Mills and Marketplace Cut-off Date LTV:   41.4%
Hanover, MD 21076   U/W NCF DSCR:   1.98x
    U/W NOI Debt Yield:   16.1%

 

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.
 46 

 

Retail – Super Regional Mall Loan #2 Cut-off Date Balance:   $90,000,000
7000 and 7600 Arundel Mills Circle Arundel Mills and Marketplace Cut-off Date LTV:   41.4%
Hanover, MD 21076   U/W NCF DSCR:   1.98x
    U/W NOI Debt Yield:   16.1%

 

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.
 47 

 

No. 2 – Arundel Mills and Marketplace

 

Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/KBRA/Moody’s):

NR/BBB-(sf)/A3(sf)   Property Type – Subtype: Retail – Super Regional Mall
Original Principal Balance(1): $90,000,000   Location: Hanover, MD
Cut-off Date Balance(1): $90,000,000   Size(6): 1,938,983 SF
% of Initial Pool Balance: 9.8%   Cut-off Date Balance Per SF(1)(6): $185.66
Loan Purpose: Refinance   Maturity Date Balance Per SF(1)(6): $185.66
Borrower Sponsor: Simon Property Group, L.P.   Year Built/Renovated: 2000; 2002; 2012/NAP
Guarantor: Simon Property Group, L.P.   Title Vesting: Fee
Mortgage Rate: 7.7010%   Property Manager: Simon Management Associates II, LLC (borrower-related)
Note Date: October 5, 2023   Current Occupancy (As of)(7): 98.3% (6/15/2023)
Seasoning: 1 month   YE 2022 Occupancy(7): 97.2%
Maturity Date: November 1, 2033   YE 2021 Occupancy(7): 93.2%
IO Period: 120 months   YE 2020 Occupancy(7): 94.2%
Loan Term (Original): 120 months   YE 2019 Occupancy(7): 98.2%
Amortization Term (Original): NAP   As-Is Appraised Value: $870,600,000
Loan Amortization Type: Interest Only   As-Is Appraised Value Per SF(6): $449.00
Call Protection(2): L(25),D(89),O(6)   As-Is Appraisal Valuation Date: September 1, 2023
         
Lockbox Type: Hard/Springing Cash Management   Underwriting and Financial Information
Additional Debt(1)(3)(4): Yes   TTM NOI (8/31/2023)(8): $51,525,734
Additional Debt Type (Balance)(1)(3)(4): Pari Passu ($270,000,000)   YE 2022 NOI: $52,750,256
      YE 2021 NOI(9): $52,018,087
    YE 2020 NOI(9): $42,286,167
Escrows and Reserves(5)   U/W Revenues: $74,354,670
  Initial Monthly Cap   U/W Expenses: $16,415,944
Taxes: $0 Springing NAP   U/W NOI(8): $57,938,726
Insurance: $0 Springing NAP   U/W NCF: $55,557,554
Replacement Reserve: $0 Springing NAP   U/W DSCR based on NOI/NCF(1): 2.06x / 1.98x
TI/LC Reserve: $0 $231,942 $5,566,608   U/W Debt Yield based on NOI/NCF(1): 16.1% /15.4%
Gap Rent Reserve: $587,891 $0 NAP   U/W Debt Yield at Maturity based on NOI/NCF(1): 16.1% /15.4%
Outstanding TI/LC Reserve: $3,796,478 $0 NAP   Cut-off Date LTV Ratio(1): 41.4%
          LTV Ratio at Maturity(1): 41.4%
               
Sources and Uses
Sources         Uses      
Whole Loan Amount(1) $360,000,000   91.8 %   Loan Payoff $384,870,923   98.1 %
Sponsor Equity 32,236,503   8.2     Upfront Reserves 4,384,369          1.1  
          Closing Costs 2,981,210          0.8  
                 
Total Sources $392,236,503   100.0 %   Total Uses $392,236,503   100.0 %
(1)The Arundel Mills and Marketplace Mortgage Loan (as defined below) is part of the Arundel Mills and Marketplace Whole Loan (as defined below), which is comprised of 16 pari passu promissory notes with an aggregate original principal balance of $360,000,000. The Cut-off Date Balance Per SF, Maturity Date Balance Per SF, U/W DSCR based on NOI/NCF, U/W Debt Yield based on NOI/NCF, U/W Debt Yield at Maturity based on NOI/NCF, Cut-off Date LTV Ratio and LTV Ratio at Maturity presented above are based on the aggregate Cut-off Date principal balance of the Arundel Mills and Marketplace Whole Loan.
(2)Prepayment of the Arundel Mills and Marketplace Whole Loan is permitted at any time after the earlier to occur of (a) the end of the two-year period commencing on the closing date of the securitization of the last promissory note representing a portion of the Arundel Mills and Marketplace Whole Loan to be securitized and (b) December 1, 2026. The assumed prepayment lockout period of 25 payments is based on the closing date of this transaction in December 2023. If any pari passu note has not been securitized for 2 years by December 1, 2026, the borrower may prepay any note that has not been securitized for 2 years on a greater of (i) 1% of the prepaid amount or (ii) yield maintenance basis in conjunction with defeasance of any securitized pari passu note. In addition, the Arundel Mills and Marketplace Whole Loan may be prepaid in connection with a partial release, as described under “Partial Release” section below.
(3)See “The Mortgage Loan” section below for further discussion of additional mortgage debt.
(4)The property is subject to an existing property assessed clean energy loan in an original principal amount of $2,037,877.38 from Petros PACE Finance, LLC, a Texas limited liability company to the borrower. The PACE loan has a 17-year term with final payment occurring in November 2035. The annual debt service is $195,956.85 and the remaining balance, including all interest and administrative expenses, as of October 2023 was $1,633,579.73. Payments and any accrued interest are collected on the subject’s tax bill and constitute a first lien on the property that has a priority over any mortgage loan. In addition, the Arundel Mills and Marketplace Whole Loan documents permit the borrowers to enter into an additional PACE loan for an amount not to exceed $5,000,000.
(5)See “Escrows” section below for further discussion of reserve requirements.
(6)The Arundel Mills and Marketplace Property (as defined below) includes a larger mall and lifestyle center which consists of 1,391,652 SF of owned improvements and 547,331 SF of leased fee improvements. The Cut-off Date Balance Per SF, Maturity Date Balance Per SF, and As-Is Appraised Value Per SF are based on the total SF of 1,938,983. The Cut-off Date Balance Per SF, Maturity Date Balance Per SF, and As-Is Appraised Value Per SF based on the Owned SF (as defined below) of 1,391,652 is $258.69, $258.69, and $625.59, respectively.
(7)Occupancy represents the occupancy excluding square footage from the leased fee tenant, Live Casino Hotel Maryland, and is based on the Owned SF totaling 1,391,652.
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.
 48 

 

Retail – Super Regional Mall Loan #2 Cut-off Date Balance:   $90,000,000
7000 and 7600 Arundel Mills Circle Arundel Mills and Marketplace Cut-off Date LTV:   41.4%
Hanover, MD 21076   U/W NCF DSCR:   1.98x
    U/W NOI Debt Yield:   16.1%

Occupancy including Live Casino Hotel Maryland is 98.8%.

(8)The increase from the TTM NOI to the U/W NOI is driven by 18 new and renewal leases commencing in 2023 and 2024 totaling 113,039 SF (5.8% of SF and 8.3% of underwritten rent) and rent steps of $604,665.
(9)The increase in YE 2020 NOI to YE 2021 NOI was primarily driven by an increase in bad debt/collection loss in 2020 due to the effect of the novel coronavirus pandemic.

 

The Mortgage Loan. The second largest mortgage loan (the “Arundel Mills and Marketplace Mortgage Loan”) is part of a whole loan (the “Arundel Mills and Marketplace Whole Loan”) evidenced by 16 pari passu notes with an aggregate outstanding principal balance as of the Cut-off Date of $360,000,000. The Arundel Mills and Marketplace Whole Loan is secured by a first mortgage lien on the borrowers’ fee interest in a 1,837,764 SF super regional mall (“Arundel Mills”) and a 101,219 SF lifestyle center (“Arundel Marketplace”) totaling 1,938,983 SF located in Hanover, Maryland (the “Arundel Mills and Marketplace Property”). The Arundel Mills and Marketplace Mortgage Loan is evidenced by the controlling Note A-1-1 and the non-controlling Notes A-1-2, and A-1-4 with an aggregate outstanding principal balance as of the Cut-off Date of $90,000,000. The Arundel Mills and Marketplace Whole Loan was co-originated by Wells Fargo Bank, National Association (“WFB”), Société Générale Financial Corporation (“SGFC”), DBR Investments Co. Limited (“DBRI”) and Citi Real Estate Funding Inc. (“CREFI”) on October 5, 2023. The Arundel Mills and Marketplace Whole Loan pari passu notes other than those evidencing the Arundel Mills and Marketplace Mortgage Loan are referred to herein as the “Arundel Mills and Marketplace Pari Passu Companion Loans.” The Arundel Mills and Marketplace Whole Loan is being serviced pursuant to the pooling and servicing agreement for the MSWF 2023-2 securitization trust. The relationship between the holders of the Arundel Mills and Marketplace Whole Loan is governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” in the prospectus.

Whole Loan Note Summary

Note Original Balance Cut-off Date Balance Note Holder Controlling Piece
A-1-1 $50,000,000 $50,000,000 MSWF 2023-2 Yes
A-1-2 $30,000,000 $30,000,000 MSWF 2023-2 No
A-1-3 $15,000,000 $15,000,000 WFB No
A-1-4 $10,000,000 $10,000,000 MSWF 2023-2 No
A-2-1 $40,000,000 $40,000,000 SGFC No
A-2-2 $30,000,000 $30,000,000 SGFC No
A-2-3 $10,000,000 $10,000,000 SGFC No
A-2-4 $5,000,000 $5,000,000 SGFC No
A-3-1 $25,000,000 $25,000,000 DBRI No
A-3-2 $20,000,000 $20,000,000 DBRI No
A-3-3 $15,000,000 $15,000,000 DBRI No
A-3-4 $15,000,000 $15,000,000 DBRI No
A-3-5 $10,000,000 $10,000,000 DBRI No
A-4-1 $40,000,000 $40,000,000 BMO 2023-C7 No
A-4-2 $25,000,000 $25,000,000 CREFI No
A-4-3 $20,000,000 $20,000,000 BMO 2023-C7 No
Total (Whole Loan) $360,000,000 $360,000,000    

 

The Borrowers and Borrower Sponsor. The borrowers are Arundel Mills Limited Partnership and Arundel Mills Marketplace Limited Partnership, each a Delaware limited partnership with two independent directors. The borrowers comprise a joint venture between Simon Property Group, L.P. (59.3%) and Kan Am Group (40.7%). The borrower sponsor and non-recourse carveout guarantor of the Arundel Mills and Marketplace Whole Loan is Simon Property Group, L.P. (“Simon”).

Simon (NYSE: SPG) is a real estate investment trust engaged in the ownership of premier shopping, dining, entertainment and mixed-use destinations. Simon has approximately 400 retail centers across 24 countries.

Pursuant to the Arundel Mills and Marketplace Whole Loan documents, so long as one or more of Simon Property Group, Inc. or an affiliate of Simon is the non-recourse carveout guarantor, the non-recourse carveout guarantor’s liability is limited to 20.0% of the original principal balance of the Arundel Mills and Marketplace Whole Loan ($72,000,000) in the aggregate, plus all of the reasonable out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees) incurred by the lender in the enforcement of the related guaranty or the preservation of the lender’s rights under such guaranty. In addition, there is no separate environmental indemnity with respect to the Arundel Mills and Marketplace Whole Loan. The non-recourse carveout guaranty covers breaches of representations, warranties and indemnification provisions in the loan agreement concerning environmental laws and hazardous materials; however, such coverage is subject to the cap described above.

 

The Property. The Arundel Mills and Marketplace Property comprises Arundel Mills, a 1,837,764 SF super regional mall, which includes 1,290,433 SF of owned SF and 547,331 SF of leased fee SF, and Arundel Marketplace, a 101,219 SF lifestyle center, totaling 1,938,983 SF located in Hanover, Maryland. In total, the Owned SF comprises 1,391,652 SF (the “Owned SF”). Arundel Mills is anchored by Live Casino Hotel Maryland (“Live Casino Hotel”), which owns its improvements and ground leases the underlying land from the borrowers, Bass Pro Shops Outdoor (“Bass Pro”), Burlington, Dave & Buster’s, Medieval Times and Cinemark Theatres (“Cinemark”). Arundel Mills

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.
 49 

 

Retail – Super Regional Mall Loan #2 Cut-off Date Balance:   $90,000,000
7000 and 7600 Arundel Mills Circle Arundel Mills and Marketplace Cut-off Date LTV:   41.4%
Hanover, MD 21076   U/W NCF DSCR:   1.98x
    U/W NOI Debt Yield:   16.1%

is an enclosed mall with multiple wings and entrances, containing a food court and anchor tenants. Arundel Marketplace is leased to major tenants including Aldi, Michael’s, Staples and PetsMart. Built between 2000 and 2012, the Arundel Mills and Marketplace Property is situated on a 208.08-acre parcel and contains 6,207 parking spaces (4.5/1,000 SF), which excludes the spaces within the casino parking structure. The collateral tenancy, outside of the anchors, is granular with no other tenant making up more than 3.3% of the Owned SF. Notable tenants include T.J. Maxx, Saks Fifth Avenue Off 5th, Old Navy, Polo Ralph Lauren, Ulta Beauty, Nike Factory Store, The North Face, and Victoria’s Secret. As of June 15, 2023, the Arundel Mills and Marketplace Property was 98.3% leased based on Owned SF and 98.8% leased based on total SF by 177 tenants.

The trailing 12-month in-line sales PSF as of July 31, 2023 are $559 PSF, representing a 10.0% increase over 2019. As of the trailing 12-month period as of July 31, 2023, the in-line occupancy cost ratio is 13.0%. The table below provides an overview of sales by inline tenants with less than 10,000 square feet.

 

Sales by Tenancy Type(1)
Tenancy Type 2019 Sales PSF 2020 Sales PSF 2021 Sales PSF 2022 Sales PSF TTM 7/31/2023 Sales PSF
Inline Sales (< 10,000 SF)   $508 $394   $568   $562     $559
Occupancy Cost 13.8% 17.6% 12.9% 12.7% 13.0%
(1)Information obtained from the borrowers.

 

Major Tenants

Cinemark (Fitch/Moody’s/S&P: B+/NR/B+; 107,190 square feet; 5.5% of net rentable area; 9.1% of underwritten base rent; 12/31/2025 lease expiration). Founded in 1984 and headquartered in Plano, Texas, Cinemark is the third-largest movie theater chain in the United States, operating 5,812 screens across 514 theaters in the US and Latin America as of June 30, 2023. The tenant operates 24 screens at the property and, according to the appraisal, this is the strongest performing theater in a 15-mile radius with 1.2 million visitors during the trailing 12-month period ending in August 2023. Cinemark has been a tenant at the property since 2000 and is on a lease expiring in December 2025. The tenant has 3, 5-year extension options and no termination options.

Live Casino Hotel (Fitch/Moody’s/S&P: NR/NR/NR; 547,331 square feet; 28.2% of net rentable area; 5.5% of underwritten base rent; 7/13/2115 lease expiration). Live Casino Hotel is owned by The Cordish Companies, which started in 1910 and is a real estate developer and owner operator of multiple businesses in the entertainment industry. Live Casino Hotel offers a wide range of gaming and entertainment options with approximately 206 tables, 310 hotel rooms, a spa, and 75,000 square feet of event space. Live Casino Hotel attracts more than 10 million visitors annually and features the largest gambling floor of any casino in the country. Live Casino Hotel has been a tenant at the property since June 2012. The tenant owns its improvements and leases the underlying land from the borrowers on a ground lease expiring in July 2115. Live Casino Hotel may terminate their lease on June 30, 2027, which is the expiration of the first 15-year period from the rent commencement date, or at the end of any 10 year period thereafter with 365 days’ notice. In addition to base rent, the tenant pays percentage rent equal to 1% of retail and gaming gross revenues, less percentage rent allowance of $1,500,000. The underwritten Live Casino Hotel percentage rent is $6,324,300, which is based on TTM 7/31/2023 sales. 

Dave & Buster’s (Fitch/Moody’s/S&P: NR/NR/NR; 63,631 square feet; 3.3% of net rentable area; 4.5% of underwritten base rent; 5/31/2026 lease expiration). Founded in 1982 in Dallas, Texas, Dave & Buster’s is an entertainment venue including an arcade, sports bar and restaurant. Today, there are over 150 locations across North America with a total of over 20 million visitors annually. Dave & Buster’s has been a tenant at the property since 2000 and is on a lease expiring in May 2026. The tenant has 2, 5-year extension options and no termination options.

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.
 50 

 

Retail – Super Regional Mall Loan #2 Cut-off Date Balance:   $90,000,000
7000 and 7600 Arundel Mills Circle Arundel Mills and Marketplace Cut-off Date LTV:   41.4%
Hanover, MD 21076   U/W NCF DSCR:   1.98x
    U/W NOI Debt Yield:   16.1%

The following table presents a summary regarding the major tenants at the Arundel Mills and Marketplace Property:

Major Tenants

Tenant Name

Credit Rating (Fitch/Moody's/ S&P)(1)

Tenant NRSF % of NRSF Annual U/W Rent(2)(3) % of Total Annual U/W Rent Annual U/W Rent PSF(2)(3) Term. Option (Y/N) Lease Expiration Date Ext. Options

Anchor Tenant
(leased fee)(4)

                 
Live Casino Hotel NR/NR/NR 547,331 28.2% $2,231,337(5) 5.5% $4.08 Y(6) 7/13/2115 None
Total/Wtd. Avg.   547,331 28.2% $2,231,337 5.5% $4.08      
                   
Major Tenants                  
Cinemark B+/NR/B+ 107,190 5.5% $3,644,460 9.1% $34.00 N 12/31/2025 3 x 5 Yr
Dave & Buster's NR/NR/NR 63,631 3.3% $1,819,847 4.5% $28.60 N 5/31/2026 2 x 5 Yr
Primark NR/NR/A 46,143 2.4% $1,161,117 2.9% $25.16 Y(7) 8/31/2033 3 x 5 Yr
Forever 21 NR/NR/NR 25,211 1.3% $1,051,790(8) 2.6% $41.72 N 1/31/2026 None
Bass Pro NR/NR/NR 127,672 6.6% $895,134(8) 2.2% $7.01 N 10/3/2026 5 x 5 Yr
The Children’s Place NR/NR/NR 20,816 1.1% $749,792 1.9% $36.02 N 4/30/2025 None
Old Navy NR/Ba3/BB 26,044 1.3% $745,958 1.9% $28.64 N 1/31/2027 None
Michael Kors BBB-/NR/BBB- 6,861 0.4% $655,363 1.6% $95.52 N 4/30/2028 None
H&M NR/NR/BBB 20,296 1.0% $562,336(8) 1.4% $27.71 N 1/31/2028 None
Off Broadway Shoes NR/NR/NR 21,526 1.1% $514,691 1.3% $23.91 N 1/31/2026 None
Medieval Times NR/NR/NR 66,244 3.4% $496,680 1.2% $7.50 N 8/31/2033 2 x 10 Yr
Total/Wtd. Avg.   531,634 27.4% $12,297,168 30.6% $23.13      
                   
Non-Major Tenants(9)   835,783 43.1% $25,684,060 63.9% $30.73      
                   
Occupied Collateral Total   1,914,748 98.8% $40,212,565 100.0%