JUNE 2019

STRUCTURED FINANCE: CMBS PRESALE REPORT Hudson Yards 2019-30HY Mortgage Trust Table of Contents

Capital Structure 3 Transaction Summary 3 Rating Considerations 5 DBRS Viewpoint 5 Strengths 6 Challenges & Considerations 6 Property Description 8 Tenant and Lease Summary 9 Market Overview 10 Local Economy 10 Office Market 11 Office Submarket Description 12 Competitive Set 13 5 West 13 13 13 441 Ninth Avenue 13 1 14 The Farley Building 14 14 Sponsorship 14 DBRS Analysis 15 Site Inspection Summary 15 DBRS NCF Summary 16 DBRS Value Analysis 17 DBRS Sizing Hurdles 17 Loan Detail & Structural Features 18 Transaction Structural Features 19 Methodology 20 Surveillance 21

Chandan Banerjee Edward Dittmer Senior Vice President Senior Vice President +1 (212) 806 3901 +1 212 806 3285 [email protected] [email protected]

Kevin Mammoser Erin Stafford Managing Director Managing Director +1 312 332 0136 +1 312 332 3291 [email protected] [email protected] HUDSON YARDS 2019-30HY JUNE 2019

Capital Structure

Description Rating Action Class Amount Subordination DBRS Rating Trend

Class A New Rating – Provisional 348,695,000 35.831% AAA (sf) Stable

Class X New Rating – Provisional 389,169,000 -- AAA (sf) Stable

Class B New Rating – Provisional 40,474,000 28.383% AA (high) (sf) Stable

Class C New Rating – Provisional 38,758,000 21.507% A (high) (sf) Stable

Class D New Rating – Provisional 147,887,000 10.621% A (low) sf Stable

Class E New Rating – Provisional 144,286,000 0.000% BBB (sf) Stable

Class RR NR 30,320,000 0 NR Stable

RR Interest NR 7,580,000 0 NR Stable

1. Subordination is based on the total mortgage debt including the $672.0 million of non-trust Companion Notes held outside the trust. 2. The Class X balance is notional and based on the aggregate Certificate Balance of the Class A and Class B Certificates. 3. The Class Class RR Certificates and the RR Interest have been retained by the retaining sponsors.

Transaction Summary

LOAN CHARACTERISTICS

Trust Balance $758,000,000 DBRS Term DSCR 2.19x

Number of Loans 1 DBRS Refi DSCR 1.17x

Number of Properties 1 DBRS Debt Yield 7.9%

Collateral SF 1,463,234 DBRS Exit Debt Yield 7.9%

Interest Rate 3.35% DBRS LTV 82.6%

Remaining Term 120 DBRS Refi LTV 82.6%

Remaining Amortization n/a DBRS NCF Variance -7.7%

1. All DBRS calculations include $672.0 million of pari passu senior Companion Notes to be held outside the trust.

Structured Finance: CMBS 3 HUDSON YARDS 2019-30HY JUNE 2019

PARTICIPANTS

Issuer Hudson Yards 2019-30HY Mortgage Trust

Depositor Deutsche Mortgage & Asset Receiving Corporation AG, Branch (DBNY), Mortgage Company (GS) and Trust Loan Seller Bank, National Association (WFB)

Servicer Wells Fargo Bank, National Association

Special Servicer Situs Holdings, LLC

Trustee Wilmington Trust, National Association

Certificate Administrator Wells Fargo Bank, National Association

Operating Advisor

Initial Purchasers Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities Deutsche Bank AG, New York Branch, Wells Fargo Bank, National Association, Retaining Sponsor Goldman Sachs Bank USA

LARGEST TENANT SUMMARY

% of DBRS % of Total DBRS Investment Property Tenant SF Total NRA Base Rent Base Rent Lease Expiry Grade

Hudson Yards 30-HY WarnerMedia 1,463,234 100.0% 75.00 100.0% 5/31/2034 Y

Subtotal/Wtd. Avg. 1,463,234 100.0% 75.00 100.0% n/a n/a

Other Tenants Various 0 0.0% - 0.0% Various N

Total/Wtd. Avg. 1,463,234 100.0% 75.00 100.0% n/a n/a

Structured Finance: CMBS 4 HUDSON YARDS 2019-30HY JUNE 2019

Rating Considerations

DBRS VIEWPOINT This loan is secured by the Borrower’s condominium interest in 1.5 million sf of Class A office space at . The Borrower’s condominium interest spans display floors 16 through 51 (construction floors 12 through 38) of the 30 Hudson Yards building, which stands 90 stories tall and benefits from a prominent location within New York ’s revitalized Hudson Yards district. Loan proceeds of $1.43 billion in addition to an equity contribution of $782.0 million financed the Borrower’s nearly $2.16 billion acquisition of the subject collateral and funded $57.0 million of closing costs associated with the transaction. The $1.43 billion whole-loan amount is structured as a $1.12 billion Senior A-note and a $310.0 million Junior B-note. The Senior A-note is to be bifurcated into 29 pari-passu notes while the Junior B-note will be bifurcated into three pari-passu notes. This transaction will include $448.0 million of Senior A-note proceeds in addition to $310.0 of Junior B-note proceeds, representing a total trust balance of $758.0 million. The ten-year loan is full-term IO and represents a relatively modest LTV of 65.0% based on the whole-loan amount of $1.43 billion.

SOURCES & USES

Sources Amount Per SF % of Total Uses Amount Per SF % of Total

Senior A-Note 1,120,000,000 765.43 50.6% Purchase Price 2,155,000,000 1,472.77 97.4%

Junior B-Note 310,000,000 211.86 14.0% Closing Costs 56,978,273 38.94 2.6%

Sponsor Equity 781,978,273 534.42 35.4%

Total 2,211,978,273 417.25 100.0% Total 2,211,978,273 1,435.83 100.0%

The collateral is superbly located along the easternmost boundary of Hudson Yards, which is considered to be the largest private real estate development in U.S. history. Hudson Yards broke ground in 2008 and, upon completion, will include over 18.0 million sf of commercial and residential space across 26.0 acres. The Hudson Yards development has been supported by more than $4.0 billion of public investment, which includes a new No. 7 subway station located at the base of the 30 Hudson Yards building that positively enhances the commutability of the collateral. The Hudson Yards development is situated at the north-easternmost corner of New York’s Hudson Yards district, which was rezoned to include approximately 25.8 million sf of Class A office product, 20,000 residential units, 2.0 million sf of hospitality space, 1.0 million sf of retail space, a 750-seat public school and over 20 acres of open space. Per Reis, the collateral’s Penn Station submarket is vulnerable to a substantial influx of new supply with nearly 13.2 million sf of completions estimated to drive submarket vacancy rates as high as 11.9% through year-end 2023. Per Reis, however, the collateral’s Penn Station submarket reported the lowest average office submarket vacancy rate of 3.5% among New York Metro submarkets as of 2019. Furthermore, the collateral’s location within Hudson Yards makes it is uniquely well positioned to absorb the escalating number of office tenants seeking flight from the historically more prominent subsections of ’s Midtown submarket in favor of newer-vintage office product, such as the collateral.

The 30 Hudson Yards building offers superior Class A finishes with state-of-the-art infrastructure and amenities, including a triple-height lobby, column-free floorplates, floor-to-ceiling windows, several outdoor terraces, an underground connection to the new No. 7 subway station and a public observation deck offering panoramic city views from approximately 1,000 feet high. The collateral portion is 100.0% leased to WarnerMedia via a 15-year lease scheduled to expire in May 2034. WarnerMedia will be consolidating several of its primary New-York based business arms (i.e. Home Box Office (HBO), Turner Broadcasting System, Inc. (Turner Broadcasting) and Warner Bros. Entertainment Inc. (Warner Bros.)) to the 30 Hudson Yards building and has reportedly invested approximately $700.0 million ($478 psf ) of its own capital in the build-out of its space. WarnerMedia was acquired by AT&T Inc. (AT&T) in 2018 and AT&T will serve as the guarantor on WarnerMedia’s lease within the collateral. DBRS considers AT&T to be investment-grade rated, thereby providing enhanced cash flow stability to the transaction through the duration of the lease term. Wells Fargo and KKR & Co. Inc.

Structured Finance: CMBS 5 HUDSON YARDS 2019-30HY JUNE 2019

(KKR) have additionally taken occupancy at the 30 Hudson Yards Building and BlackRock, Inc. (BlackRock) recently executed a 20-year lease for 847,081 sf of space at the adjacent 50 Hudson Yards property, further evidencing the superior quality of the asset and enhanced desirability of the Hudson Yards location.

The loan further benefits from exceptionally strong sponsorship through a joint venture among Arizona State Retirement System (ASRS), two affiliates of Allianz SE (Allianz) and affiliates of , L.P. (Related). The sponsors contributed $782.0 million of cash equity to the transaction at closing, representing 35.0% of the aggregate cost basis.

The DBRS-concluded value of $1,730,935,863 represents a 21.3% discount to the collateral’s appraised value of $2.2 billion. The resulting DBRS LTV of 82.6% is relatively high, considering that DBRS rates the last dollar of debt at BBB (sf ); however, DBRS believes that the subject’s superb location, excellent curb appeal and favorable market dynamic within a strong subsection of a gateway market and financial metropolis will provide stable levels of demand for the collateral through a variety of real estate cycles, thereby dampening downside volatility in years to come. The long-term and investment- grade strength of the collateral’s tenancy should also provide cash flow stability to the asset over the foreseeable future. Furthermore, despite the elevated DBRS LTV and high loan psf of $977, there is approximately 35.0% of Borrower equity behind the loan amount and leverage in current market terms is relatively modest. DBRS also estimated the value of the collateral as dark based on estimated market rents, market vacancies and the costs of stabilizing the collateral to a market occupancy level. The DBRS-concluded dark value was $996,902,098 ($681 psf ), which represents a 39.6% discount to the appraiser’s concluded dark value of $1,650,000,000 ($1,127.64 psf ). The AAA (sf )-rated class represents 92.0% LTV to the DBRS dark value. For more detail on the dark value estimate, please see the DBRS Value Analysis section of this report.

STRENGTHS • The collateral was recently constructed and features state-of-the-art infrastructure complemented by a bounty of Class A amenities including a triple-height lobby, column-free floorplates and a public observation deck located over 1,000 feet in the air. Additionally, the property is the second-tallest building in New York City, providing enhanced prominence and visibility that should translate well for the subject’s future marketability. • The property is superbly located within an increasingly desirable subsection of a historically tight gateway market. Per Reis, the collateral’s submarket exhibited an average office vacancy rate of only 3.5% as of Q1 2019, representing its lowest level since Q2 1996. Furthermore, the subject’s location within Hudson Yards provides favorable prominence and proximity to local area amenities, including the 20 Hudson Yards shopping center and newly delivered No. 7 subway station, which enhances the overall commutability of the asset. • The collateral is 100.0% leased to WarnerMedia via a lease guaranteed by its parent company, AT&T. DBRS considers AT&T to be an investment grade-rated guarantor and WarnerMedia’s lease extends five years beyond loan maturity, thereby providing enhanced cash flow stability through the duration of the loan term.

CHALLENGES & CONSIDERATIONS • WarnerMedia has a contraction option in the fifth year of its lease for up to ten floors or 404,325 sf. For display floors 42 to 51, WarnerMedia can contract its space by one or more contiguous full floors. –– If WarnerMedia exercises its contraction option, it will be required to pay an incredibly high contraction payment of $24.0 million per floor (approximately $594 psf ) up to a maximum of $240.0 million to the Lender. –– Furthermore, if it contracts its space by more than three floors, WarnerMedia will be required to pay an additional $125 psf of the contracted space in excess of the highest three floors, to be held by the Lender in escrow and released to the Borrower when the contraction space is re-leased.

Structured Finance: CMBS 6 HUDSON YARDS 2019-30HY JUNE 2019

• The loan is recourse to the Borrower only and there is no separate recourse carveout guarantor. –– If, however, the current sponsor is no longer the sponsor in control of Borrower (and upon certain other events), the Loan Agreement does require a separate replacement guarantor to execute the carveout guaranty. The replacement guarantor will be required to meet a net-worth requirement of $500.0 million and a liquidity requirement of $25.0 million. –– The whole loan of $1.43 billion is 86.7% LTV to the appraiser’s dark value of $1.65 billion. • Per Reis, approximately 13.2 million sf of new office inventory is scheduled for delivery across the collateral’s Penn Station office submarket over the five-year period ending December 2023. During such time, submarket vacancy rates are forecast to rise as high as 11.9%. –– The Hudson Yards development continues to attract attention from institutional tenants, evidenced by an extremely strong tenant roster, including Wells Fargo, KKR, BlackRock and WarnerMedia between the 30 Hudson Yards property and adjacent 50 Hudson Yards property. –– Per the appraisal, office tenants in the New York Metro have begun moving away from historically prominent Sixth Avenue/Rockefeller Center, Plaza District, Park Avenue and Grand Central office submarkets in favor of New York’s Far , Midtown East, Midtown South and World Trade Center office submarkets, which offer higher-quality and newer-vintage Class A office product. • The loan is full-term IO, providing no reduction in the loan basis over the loan term. –– WarnerMedia’s lease currently extends approximately five years beyond loan maturity, providing stable cash flow from an investment-grade credit tenant even beyond loan maturity. –– The loan is backed by $782.0 million of cash equity that was contributed by the sponsor at closing. • The loan amount of $1.43 billion represents a relatively high loan psf of $977, especially given that the lowest rating on the certificates is high at BBB (sf ). –– The initial loan balance of $977 psf is generally in line with appraiser-identified office sales comparables, which ranged from $894.64 psf to $1,155.24 psf. DBRS identified the closest appraisal-identified comparable property to be 10 Hudson Yards, which was delivered to market in 2015 and sold in 2016 for a reported sale price of $1,155. The collateral’s exceptional quality, investment-grade tenancy and far higher rental rates than 10 Hudson Yards (which were signed years earlier) should allow the collateral to trade above its identified comparable range. –– Even assuming modest inflation, in 15 years at lease expiry, the loan basis would be approximately $725 psf in today’s dollar terms, which DBRS considers to be quite modest for an asset of this quality. • This trust balance for this transaction includes $310.0 million of Junior B-note proceeds. As such, 41.9% of the aggregate trust balance will be subordinate to $1.12 billion of A-note proceeds, including $672.0 million of Senior A-note proceeds that will be held outside the trust. –– Whole-loan proceeds of $1.43 billion represent a modest LTC of 66.4% based on the Sponsor’s acquisition basis of $2.16 billion, especially considering current market conditions. Furthermore, the appraiser estimated the property’s hypothetical market value as dark to be $1.65 billion, which represents 115.4% of the whole-loan proceeds and provides evidence of the collateral’s capacity to sufficiently cover both the A-note and B-note proceeds.

Structured Finance: CMBS 7 HUDSON YARDS 2019-30HY JUNE 2019

Property Description

The collateral for this transaction comprises a 1.5 million-sf office condominium unit within the 30 Hudson Yards building, a 90-story, 2.6 million-sf, Class A office building located in the Hudson Yards district in Manhattan. Completed in early 2019, 30 Hudson Yards is designed to LEED Gold certification standards with a height of 1,296 feet, making it the second-tallest building in New York. Given its height and its location within the Hudson Yards district, the building offers excellent unobstructed river-to-river views of the New York City skyline, the and New Jersey.

The collateral condominium includes display floors 16 to 51 and a proportional share of the common areas. The subject functions as a building within a building with its own HVAC, electrical and systems. There are ten that provide access from the lobby to the 35th-floor amenity space, nine elevators that serve floors 35 to 51 and three freight elevators. The 35th and 36th floors are the main amenity floors and include the , a fitness center, a cafeteria and the tech bar. The sky lobby also features an outdoor terrace area, which is being fit out by the tenant. There are also amenity spaces on the 22nd and 23rd floors. In addition, an observation deck at a height of approximately 1,000 feet is under construction. The observation deck will reportedly include a 7,500-sf outdoor viewing balcony and 10,000 sf of restaurant and private event space, and is estimated to open in Q1 2020. The observation deck is a separate condominium unit and is not part of the collateral for this transaction.

COLLATERAL STACKING PLAN

Construction Floor Display Floor Current Use Tenant

12 16 Office Tru TV

13-16 17-20 Office CNN

17 21 Office Turner

18 22 Office Warner Bros.

19 23 Office Warner Media

20 24 Screening/Conference Center Screening/Conference Center

21 25 Mechanical Mechanical

22 35 Sky Lobby, Marketplace & Info Hub Sky Lobby, Marketplace & Info Hub

23 36 Fitness Center, Wellness Center & Tech Bar Fitness Center, Wellness Center & Tech Bar

24-32 37-45 Office HBO

33-34 46-47 Office Warner Media

35-38 48-51 Office Turner

Structured Finance: CMBS 8 HUDSON YARDS 2019-30HY JUNE 2019

Floorplates at the collateral range from 38,000 sf to 76,000 sf and are generally rectangular. The studios and screening rooms are located in a low-rise portion of the collateral from floors 16 to 36 while the high-rise floors are primarily used as office space. The largest floorplate is located on floor 16 and the smallest floorplate is located on floor 51 with various levels of setback throughout the floors in between.

The collateral space is accessed via a triple-height common office lobby with dedicated reception areas for WarnerMedia, KKR, Wells Fargo Securities and Related. The WarnerMedia lobby/reception area has double-height ceilings, a 10 foot x 30 foot digital media projection wall and 24/7 concierge service. The common lobby area connects directly to the Shops and Restaurants at Hudson Yards, a seven-story, 676,229-sf high-end mall anchored by Neiman Marcus. The Shops and Restaurants at Hudson Yards is also connected to 10 Hudson Yards, a 1.8 million-sf office building that opened in 2016. All three buildings were developed by the Sponsor.

Tenant and Lease Summary

The collateral space is 100% leased to and occupied by WarnerMedia, which will consolidate all of its primary business divisions – Turner Broadcasting, including Cable News Network (CNN), TNT, TBS, TruTV, etc; HBO, including ; and Warner Bros. – to this location. WarnerMedia (formerly Time Warner Inc.) was acquired by AT&T in June 2018 in a transaction reportedly valued at approximately $85.4 billion. WarnerMedia’s brands operate one of the world’s largest TV and film studios and own a deep library of entertainment titles across all media types. As of December 31, 2017, WarnerMedia had approximately 26,000 employees, approximately 5,000 of which will be based at 30 Hudson Yards.

TENANT SUMMARY

DBRS Base % of Total DBRS Tenant Summary SF % of Total NRA Rent PSF Base Rent Lease Expiry Investment Grade

Warner Media 1,463,234 100.0% $75.0 100.0% 5/31/2034 Y

Total/Wtd. Avg. 1,463,234 100.0% $75.0 100.0% 5/31/2034 Y

The WarnerMedia lease is a 15-year NNN lease for the entire WarnerMedia Condo unit with an initial base rent of $75.00 psf, escalating by 2.5% per year. The lease has four five-year extension options, each at 100% of fair market rent.

In the fifth year of the lease, WarnerMedia has a contraction option for up to ten floors or 404,325 sf. For floors 42 to 51, WarnerMedia has the option to contract by one or more contiguous full floors. If WarnerMedia exercises its contraction

Structured Finance: CMBS 9 HUDSON YARDS 2019-30HY JUNE 2019 option, it will be required to pay a contraction payment of $24.0 million per floor (approximately $594 psf ) up to a maximum of $240.0 million to the lender. Furthermore, if it contracts its space by more than three floors, WarnerMedia will be required to pay an additional $125 psf of the contracted space in excess of the highest three floors, which will be held by the lender in escrow and released to the Borrower when the contraction space is re-leased. AT&T, which is an investment grade-rated company, will guarantee the WarnerMedia lease. Because of the AT&T guarantee and the fact that the initial lease term extends five years beyond the loan term, the WarnerMedia lease qualifies for LTCT status as per the DBRS North American Commercial Real Estate Property Analysis Criteria. While DBRS gave full LTCT treatment to the entire collateral space for vacancy and TI/LC estimates, it excluded the contraction space from straight-line rent credit. For more detail, please see the DBRS NCF Summary.

Market Overview

The collateral is situated along the easternmost boundary of New York City’s recently established Hudson Yards District within the Penn Station office submarket of the greater New York Metro area. The Hudson Yards district is New York’s newest neighborhood, which was only recently rezoned to accommodate nearly 40.0 million sf of commercial development including approximately 25.8 million sf of Class A office space, roughly 20,000 residential units, two million sf of hotel space, one million sf of retail space, more than 20 acres of open public space and a 750-seat public school. The district is anchored by Hudson Yards, a 26-acre mixed-use commercial development that broke ground in 2008 and is estimated to include roughly 18.0 million sf of commercial and residential space. Hudson Yards is currently being developed in two phases: the Eastern Yards (including the subject property and considered to be Phase I of the project) and the Western Yards (considered to be Phase II of the project). The Eastern Yards publicly opened in March 2019 and will be completed once 50 Hudson Yards is delivered. The Western Yards will break ground following substantial completion of the Eastern Yards, which is forecast in 2024. The property is located at the intersection of 10th Avenue and West 33rd Street and benefits from a prominent location within the Hudson Yards development, just steps from the 20 Hudson Yards shopping center and the newly built -Hudson Yards Subway Station.

LOCAL ECONOMY New York City is the largest city in the with a population of more than 14.5 million reported by Moody’s Analytics for the New York Metro in 2017. The annual population growth rate for the New York Metro area averaged 0.7% between 2012 and 2017; however, the population growth rate declined YOY, falling to just 0.2% in 2017 from 0.9% in 2012. The U.S. Census Bureau reported that New York City’s population actually contracted by almost 40,000 in 2018, although Moody’s Analytics forecasts the metro area’s growth to average 0.3% annually over the five-year period ending December 2023. Reis attributes the net reduction in population exhibited over 2018 to the Trump Administration’s negative attitude toward immigration as well as the city’s rising employment, despite a declining population. The city’s continued growth bodes well for future demand for all types of real estate, including the subject’s office space. Moreover, the subject’s proximity to Penn Station enhances its commutability for non-local commuters, which make up a reasonably significant proportion of New York City’s office workers.

According to the U.S. Bureau of Labor Statistics, as of April 2019, the New York-Newark-Jersey City metro area exhibited a 3.3% unemployment rate, representing a 50-basis point decline from the April 2018 reported unemployment rate of 3.8%. The reported April 2019 unemployment rate of 3.3% for the New York-Newark-Jersey City metro area is 0.6% less than the New York State average of 3.9% reported as of April 2019, but only 0.3% less than the national unemployment rate of 3.6% reported for the same period. New York City continues to enjoy a period of economic expansion with total employment topping nearly 9.5 million across the New York-Newark-Jersey City metro area as of May 2018. Since the end of the Great Recession in 2009, New York has posted steady job gains and has outpaced much of the nation’s overall job growth. Such growth has been driven predominantly by expansions in the city’s technology sectors, white collar employment and tourism. New York City is home to the headquarters of 52 Fortune 500 companies and home to the two largest stock exchanges in the world (the New York Stock Exchange and the Nasdaq Stock Market) is commonly referred to as the financial services

Structured Finance: CMBS 10 HUDSON YARDS 2019-30HY JUNE 2019 capital of the world. Global banks have a strong presence in Manhattan and the financial services sector employed roughly 10.2% of the city’s workforce as of May 2019 – roughly twice the national average. The city also has a heavy concentration of employment in education/health services as well as professional and business services, which represented approximately 22.9% and 16.7% of the city’s employed workforce as of May 2019, respectively.

Though not considered to be a significant driver of office employment, tourism services are a major economic driver throughout the local economy. Per NYC & Company, 62.8 million tourists visited New York City in 2018, representing a 3.8% increase from the 60.5 million tourists who visited in 2016. The increased number of visitors reflects the city’s desirability and affects the lodging and retail industries, which leads to increasing prices for prime retail space and lodging accommodations.

OFFICE MARKET Per Reis, the New York Metro offers an astounding 362.0 million sf of office space with an average vacancy rate and average asking rent of 8.1% and $73.68, respectively. The New York Metro’s average vacancy rate of 8.1% represents the lowest average vacancy rate reported for a metro area in the United States during Q1 2019. Additionally, as of Q1 2019, the New York Metro’s average asking rent has exhibited five consecutive quarters of gains and averaged a 1.8% increase annually since Q2 2009. Class A office product accounts for approximately 210.8 million sf (58.2%) of the New York Metro’s office inventory. Both Class A office properties and Class B/C office properties exhibited an average vacancy rate of 8.1% across the New York Metro as of Q1 2019. Reis forecasts new construction to outpace absorption throughout the New York Metro over the five-year period ending December 2023, projecting average vacancy rates to rise as high as 9.8% over the same period.

NEW YORK METRO OFFICE MARKET

Year Inventory Completions Vacancy Absorption Rental Rate

2014 361,317,000 3,027,000 9.5% 4,918,000 $65.47

2015 360,053,000 357,000 9.2% (92,000) $69.56

2016 358,420,000 1,912,000 9.0% (724,000) $70.97

2017 357,179,000 407,000 8.3% 1,443,000 $71.40

2018 362,082,000 4,789,000 8.3% 4,419,000 $73.38

2019 368,257,000 6,175,000 8.6% 4,764,000 $75.22

2020 370,749,000 2,492,000 8.7% 1,576,000 $76.92

2021 373,224,000 2,475,000 8.9% 1,788,000 $78.26

2022 381,254,000 8,030,000 9.5% 4,933,000 $79.23

2023 385,151,000 3,897,000 9.8% 2,268,000 $80.30

Source: Reis

Per Reis, nearly 10.5 million sf of office inventory was added to the New York Metro in the five-year period ending December 2018 with roughly 10.0 million sf absorbed, representing an average construction/absorption ratio of 1.05x. Over the same period, office vacancy rates fell to 8.1% from 9.5% and asking rents grew to $73.38 from $65.47. Reis estimated nearly 23.1 million sf of new inventory to be delivered across the New York Metro in the five-year period ending December 2023 with 15.3 million sf absorbed, representing an average construction/absorption ratio of 1.50x. Per the appraisal, many tenants who had been historically committed to New York’s Midtown office submarket have begun seeking relocations to newly constructed space and are no longer tied to a specific submarket, which bodes well for the collateral, given its new vintage and location within New York’s most prominent new development, Hudson Yards. As of Q1 2019, the New York Metro Class A inventory exhibited a positive net absorption of 566,000, though the appraisal identified 14 office properties (including the subject) totaling 6.3 million sf of new inventory scheduled for delivery in 2019 alone. New deliveries identified by the appraisal for 2019 and beyond are relatively well dispersed throughout New York Metro’s Far West Side, Midtown East,

Structured Finance: CMBS 11 HUDSON YARDS 2019-30HY JUNE 2019

Midtown South and World Trade Center office submarkets, further evidencing the growing trend of tenants moving away from the historically prominent Sixth Avenue/Rockefeller Center, Plaza District, Park Avenue and Grand Central office submarkets of Midtown.

OFFICE SUBMARKET DESCRIPTION Per Reis, the subject property is situated within the Penn Station office submarket, which generally encompasses the area around Penn Station bounded by West 39th Street, 6th Avenue, West 30th Street and 12th Avenue. With nearly 31.9 million sf of office inventory reported as of Q1 2019, the Penn Station office submarket represents the second-smallest submarket of New York Metro’s seven geographic office submarkets and exhibited an average submarket vacancy rate and asking rent of 3.5% and $56.49, respectively. The submarket’s Q1 2019 average vacancy rate represents the lowest reported average office submarket vacancy nationally and the lowest reported level for the Penn Station submarket since Q2 1996. In addition, the average rental rate is quite low compared with New York City overall. Per Reis, 85.0% of submarket inventory was constructed before 1970 with only 9.0% of submarket inventory constructed after 2009 as of Q1 2009. Class A office product represented only 28.8% of submarket inventory as of Q1 2019, although the composition of the Penn Station submarket will shift dramatically in years to come as Reis estimates nearly 13.2 million sf of office inventory will be delivered in the five- year period ending December 2023.

PENN STATION OFFICE SUBMARKET

Year Inventory Completions Vacancy Absorption Rental Rate

2014 26,266,000 0 6.2% (105,000) $47.80

2015 26,031,000 0 6.9% (403,000) $49.85

2016 27,731,000 1,700,000 6.4% 1,721,000 $51.04

2017 27,902,000 171,000 3.7% 914,000 $52.22

2018 29,168,000 1,266,000 3.6% 1,248,000 $56.65

2019 31,868,000 2,700,000 5.0% 2,150,000 $58.87

2020 31,967,000 99,000 5.2% 37,000 $60.25

2021 33,789,000 1,822,000 6.3% 1,349,000 $61.58

2022 39,548,000 5,759,000 10.4% 3,793,000 $62.67

2023 42,350,000 2,802,000 11.9% 1,885,000 $63.74

Source: Reis

The appraiser placed the subject in the smaller Far West Side office submarket, which generally encompasses the geographical area bounded by 41st Street, Ninth Avenue, 30th Street and the Hudson River. Per the appraisal, the Far West Side office submarket boasts a smaller 6.9 million sf of commercial inventory with a submarket vacancy rate and average asking rent of 2.4% and $119.03, respectively, reported as of Q1 2019. The Far West Side submarket has undergone a significant transformation in the most recent decade, driven by the ground-breaking of the Hudson Yards project in 2008. Hudson Yards has brought major office tenants such as BlackRock; Wells Fargo Securities; the National Hockey League; Ernst & Young; WarnerMedia; and Pfizer Inc. (Pfizer) to the area; this has caused average asking rents to rise exponentially since Q1 2017. Per the appraisal, approximately 6.0 million sf of new office inventory was under construction in the submarket as of Q1 2019 with notable deliveries to include 55 Hudson Yards (1.4 million sf ), (2.1 million sf ), 2 Manhattan West (1.9 million sf ), The Farley Building (767,000 sf ), 441 Ninth Avenue (700,000 sf ), 50 Hudson Yards (2.9 million sf ), 66 Hudson Boulevard (2.9 million sf ) and (2.0 million sf ). Per the appraisal, the identified projects (excluding assets which have not announced pre-leasing negotiations) were roughly 73.0% leased as of May 2019.

Structured Finance: CMBS 12 HUDSON YARDS 2019-30HY JUNE 2019

Competitive Set

Based on 30 Hudson Yards’ Class A quality and excellent location within the Far West Side office submarket, the property would directly complete with the following properties that are currently under construction and or recently completed. Asking rents at the competitive properties range from $80 psf to $200 psf on a modified gross basis, which is greater than the average asking rent of $76.30 per Newmark Knight Frank in Manhattan.

COMPETITIVE SET

Property Distance from Subject Year Built/Renovated SF Asking Rent Range

5 Manhattan West 0.2 miles 1969/2016 1,731,000 n.a

55 Hudson Yards 0.1 miles 2019 1,434,038 $105 - $135

10 Hudson Yards 0.4 miles 2016 1,800,000 $80 - $100

441 Ninth Avenue 0.3 miles 1962/2019 700,000 $80 - 4140

1 Manhattan West 1 mile 2019 2,100,000 $115 - $135

The Farley Builing 0.6 miles 1900/2020 767,000 $110 - $130

50 Hudson Yards 0.1 miles 2022 2,900,000 $110 - $200

30 Hudson Yards n/a 2019 2,600,000 $125 - $185

5 MANHATTAN WEST 5 Manhattan West is a 16-story property located approximately 0.2 miles from the subject. The 1.73 million-sf property was constructed in 1969 and underwent a $300.0 million renovation in 2016. Features include a glass facade, 81,000 sf of retail space and a breezeway connecting the property to the . With floorplates ranging from 104,000 sf to 130,000 sf, 5 Manhattan West is currently 100% leased to tenants including .com, Inc. and JP Morgan Chase & Co. Although substantially renovated with improved curb appeal, this property is considered to be inferior to the subject.

55 HUDSON YARDS Also developed by Related, 55 Hudson Yards is a 51-story property located one block from the subject. Completed in 2019, the podium-style building was constructed with a concrete frame with terraces located throughout the office space. As of January 2019, the property was 94.2% leased to tenants including Boies Schiller Flexner LLP and Cooley LLP with asking rents for vacant space ranging from $105.00 psf to $135.00 psf.

10 HUDSON YARDS 10 Hudson Yards is located 0.4 miles from the subject within the Hudson Yards development. Completed in 2016, 10 Hudson Yards was the first to open in the Hudson Yards development and tenants began signing leases as early as 2013. The 1.8 million-sf property is currently 100% occupied by tenants including Consulting Group and Coach, Inc. 10 Hudson Yards is currently offering sub-leased space for rates of $80.00 psf to $100.00 psf.

441 NINTH AVENUE 441 Ninth Avenue was constructed in 1962 as an eight-story warehouse. Redeveloped as an office property in 1983, the property is again under redevelopment and will be known as the Hudson Commons – a Class A, 25-story property – upon completion. The property will comprise 700,000 sf with floorplates ranging from 16,000 sf to 50,000 sf. The property will feature 14 terraces and balconies, tenant lounges, conferencing facilities and outdoor space. 441 Ninth Avenue is currently 45% leased with the base of the building leased to Peloton and Lyft, Inc. Asking rents range from $80.00 psf to

Structured Finance: CMBS 13 HUDSON YARDS 2019-30HY JUNE 2019

$140.00 psf. DBRS believes that, upon completion, this property will also be inferior to the subject, despite its substantial ongoing renovation.

1 MANHATTAN WEST 1 Manhattan West is a 67-story, 2.1 million-sf property currently under construction approximately one mile from the subject. The project is expected to be completed in 2019 with floorplates ranging from 33,000 sf to 38,000 sf. 1 Manhattan West is currently 86.0% leased to tenants including Ernst & Young and Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates with asking rents ranging from $115 psf to $135 psf.

THE FARLEY BUILDING Originally constructed as a U.S. Post Office in 1912, the Farley Building is being redeveloped into a mixed-use office and retail complex known as Moynihan Station. Expected to be delivered in 2020, the property will comprise 225,00 sf of retail and 730,000 s of creative office space. The retail portion of the property will increase Penn Station’s concourse space by more than 50% and typical office floorplates will be 182,000 sf. No leases have been executed at the property and asking rents range from $110.00 sf to $130.00 psf. DBRS believes that, upon completion, this property will also be inferior to the subject, despite its substantial ongoing renovation.

50 HUDSON YARDS 50 Hudson Yards is a 62-story property currently under construction with expected completion in 2022. Upon completion, 50 Hudson Yards will comprise 2.9 million sf with floorplates ranging from 50,000 sf to 80,000 sf. BlackRock will be relocating its corporate headquarters to 50 Hudson Yards, occupying the first 15 floors (30.0% of NRA). Asking rents at the property range from $100 psf to $200 psf.

Sponsorship

The Sponsor of the loan is a joint venture among Arizona State Retirement System (ASRS), two affiliates of Allianz SE (Allianz), and affiliates of The Related Companies, LP (Related).

ASRS holds 49.9% interest in the Sponsor. ASRS is a state agency that administers a pension plan, long-term disability plan, retiree health insurance plans and other benefits to qualified government workers for the state of Arizona. More than 500,000 of Arizona’s public servants belong to the ASRS, which encompasses state employees, the three state universities, community college districts, school districts and charter schools, all 15 counties, most and towns as well as a variety of political subdivisions, such as fire and water districts. ASRS is invested in nearly all sectors of the market, including the major indexes. The ASRS total fund is currently at approximately $39 billion in assets under management (AUM).

Allianz holds 49.0% interest in the Sponsor through two affiliates. Allianz is a European financial services company headquartered in Munich, Germany, with core businesses in insurance and asset management. The Allianz Global Investors division has approximately EUR 1,933 billion of AUM, EUR 1,408 billion of which are third-party assets, as of Q1 2015.

Related holds 1.01% interest in the partner. Related owns and manages a portfolio of assets valued at over $60.00 billion, including 32 luxury rental buildings with over 13,000 apartments, over 30 million sf of commercial space, 5,500 luxury condominium residences and approximately 60,000 affordable and workforce housing units located throughout the United States.

Structured Finance: CMBS 14 HUDSON YARDS 2019-30HY JUNE 2019

DBRS Analysis

SITE INSPECTION SUMMARY

DBRS toured the exterior of 30 Hudson Yards and the interior space occupied by WarnerMedia on June 6, 2019, at 10.00 a.m. Based on the site inspection, DBRS found the property quality to be Excellent.

Located just steps from the 34th Street-Hudson Yards station with access to the No. 7 subway line, 30 Hudson Yards is a newly built, 90-story, 2.6 million-sf office building. The building is 0.5 miles west of Penn Station, which provides access to NJ Transit, Long Island Railroad and six subway lines. The subject also has easy access to the Lincoln Tunnel for connection to New Jersey.

As part of the 26-acre Hudson Yards district, 30 Hudson Yards is divided into the Eastern and Western Yards with approximately 13 acres each. Upon completion of the adjacent 50 Hudson Yards building (estimated in 2024), the Eastern Yards development will be complete, at which time the development of the Western Yards, expected to be predominantly residential, will commence. Other occupants at 30 Hudson Yards include KKR, which is relocating its headquarters to the building; Wells Fargo; DNB ASA; and Related, which will also house its headquarters at the property. At nearly 1,300 feet, 30 Hudson Yards is the second-tallest building in Manhattan and is instantly iconic as it redefines the Manhattan skyline. From the ground, the property looks imposing and has excellent curb appeal.

WarnerMedia occupies the collateral 1.5 million sf on floors 16 to 51 on a long-term lease expiring in May 2034. The WarnerMedia space is a mix of traditional office space, studios for various WarnerMedia companies, such as CNN, HBO, etc., screening theaters and amenity spaces. The office space consists of open floorplan layouts and conference rooms along the perimeters with individual offices in the core. DBRS saw office space on floors 23 and 47. The office space seemed typical for a Class A building with high-end fit-outs. DBRS also visited the main amenity floor on floor 35, which has the main employee cafeteria complete with a full commercial kitchen. Floor 35 also has an outdoor terrace to be used by employees as well as for event space by WarnerMedia. The terrace build-out is not yet complete and it was not accessible during the site inspection. Floor 36 is also an amenity floor and houses the fitness center and a tech bar. There are reportedly six studios

Structured Finance: CMBS 2019-30HY JUNE 2019 at the property and the property manager said that most of CNN’s prime-time broadcasts are filmed here. All studios were occupied and DBRS was not able to visit them. Finally, there are two screening rooms/theaters that are currently being built out. Upon completion, they will serve as internal screening rooms for WarnerMedia as well as event space for movie premieres, etc.

The property is connected directly to the Shops and Restaurants at Hudson Yards, a seven-story, 676,229 sf high-end mall also developed by the Sponsor. Shops and Restaurants at Hudson Yards, which also connects to the nearby 10 Hudson Yards, is anchored by Neiman Marcus’s first New York retail store. Other stores include Cartier, Coach, Zara, H&M, Fendi, etc.

Other developments by the same Sponsor within the Hudson Yards district include the 1.7 million-sf 10 Hudson Yards, which was built in 2016 and is the corporate headquarters of L’Oréal SA and Boston Consulting Group; and 15 Hudson Yards, an 800,000-sf, 288-unit apartment/condominium building. Upcoming developments by the Sponsor include , a mixed-use building with high-end condominiums, a 217-room Equinox hotel and a 60,000-sf Equinox fitness center; and 50 Hudson Yards, a 2.9 million-sf office building in which BlackRock will reportedly lease 850,000 sf for its headquarters. Pfizer is also reportedly relocating its headquarters to the area, having leased about 820,000 sf at 66 Hudson Boulevard. Upon its completion, the Hudson Yards district will have over 25 million sf of new office space, 20,000 units of housing, two million sf of retail as well as three million sf of hotel space, park and recreational facilities and cultural amenities.

DBRS NCF SUMMARY

NCF ANALYSIS

Issuer NCF DBRS NCF NCF Variance Potential Base Rent 127,104,354 119,299,588 -6.1% Recoveries 42,267,893 41,379,047 -2.1% Other Income - - 0.0% GPR 169,372,247 160,678,635 -5.1% Vacancy/Credit Loss (5,081,167) (4,771,984) -6.1% EGI 164,291,080 155,906,651 -5.1% Management 1,000,000 1,000,000 0.0% Payroll 2,344,979 2,485,678 6.0% Utilities 1,764,359 1,870,221 6.0% Cleaning 1,430,704 1,516,546 6.0% Repair & Maintenance 2,201,941 2,334,057 6.0% Security 956,078 1,013,443 6.0% Administrative 946,848 1,003,659 6.0% Legal & Professional - - 0.0% Miscellaneous 1,547,918 - -100.0% Condo Association Fees 5,847,159 6,197,989 6.0% Insurance 21,270,425 22,546,650 6.0% Real Estate Taxes 2,957,482 3,134,931 6.0% Total Expenses 42,267,893 43,103,174 2.0% NOI 122,023,187 112,803,477 -7.6% Replacement Reserves 292,647 292,647 0.0% TI/LC - - 0.0% NCF 121,730,540 112,510,830 -7.6%

Structured Finance: CMBS 16 HUDSON YARDS 2019-30HY JUNE 2019

The DBRS Stabilized NCF is based on the DBRS North American Commercial Real Estate Property Analysis Criteria. The resulting DBRS NCF was $112,611,152, a variance of -7.6% from the Issuer’s NCF of $121,847,959. The main drivers of the variance were rent-step credits and vacancy.

DBRS estimated the EGI based on the WarnerMedia lease in place. Since the WarnerMedia lease extends five years beyond the loan term and is guaranteed by AT&T, an investment grade-rated company, DBRS gave LTCT treatment for vacancy and TI/LCs by using a 4% vacancy rate and excluding TI/LCs from the analysis. Since WarnerMedia has the option to contract its space by 404,325 sf in the fifth year of the lease, however, DBRS did not include the contraction space in the straight-line rent credit. DBRS did give straight-line rent-step credit through the loan term for the 1,058,909 sf that is non-contractable. Since the property has no operating history, DBRS estimated operating expenses by increasing the Issuer’s expenses by 6% with the exception of management fees, which are capped at $1.0 million. The resulting operating expense of $27.74 psf and expense ratio of 26.5% are broadly in line with other similar Class A office buildings analyzed by DBRS.

DBRS VALUE ANALYSIS Per DBRS’s North American Single-Asset/Single-Borrower Methodology, the typical range of cap rates for office properties is 6.5% to 10.5%. Given the collateral’s location within the Hudson Yards district, the quality of the property and fit-out as well as the strong tenancy represented by WarnerMedia – an investment grade-rated tenant with a NNN lease expiring in 2034, thus qualifying 100% of the rental income for LTCT status – a cap rate toward the low end of the range is warranted. According to the Q1 2019 PwC Real Estate Investor Survey, the cap rate for Manhattan office properties ranged from 3.0% to 6.0% with an average of 4.53%. The DBRS-estimated value of $1.73 billion is calculated by applying a 6.5% cap rate to the DBRS NCF of approximately $112.6 million. An appraisal by Newmark Knight Frank determined the as-is value of the collateral to be $2.20 billion and the dark value to be $1.65 billion. The appraiser’s as-is value was based on a discounted cash flow going-in cap rate of 4.9% and implies a cap rate of 5.5% to the Issuer’s NCF. According to the appraiser, the going-in cap rate for comparable properties ranged from 2.4% to 4.9% with an average of 4.0%. Although the appraiser’s cap rate is at the high end of the range, per the appraisal report, the lower end of the range reflected properties that were leased at below-market levels and projected to be released at higher market levels upon the expiration of the existing leases.

The DBRS value represents a 21.3% discount to the appraiser’s value and is only 5.0% more than the appraiser’s dark value estimate. The DBRS value is equivalent to $1,184 psf. The appraiser identified ten office sales in the subject’s market since August 2016 with sale prices ranging from $895 psf to $1,996 psf and an average sale price of $1,185 psf. While the DBRS value should represent a stress to current market value, DBRS believes that the property quality and location should place the subject toward the upper end of the sales price psf range rather than near the middle.

DBRS also estimated a dark value for the collateral. The DBRS dark value of $996,902,098 represents a 39.6% discount to the appraiser’s dark value of $1.65 billion. The DBRS dark value is equivalent to $681.30 psf. DBRS based the dark value on a market rental rate of $93.00 psf with an assumed growth rate of 1.0% per year over the ten-year loan term. DBRS used a minimum vacancy estimate of 10.0% and reimbursement and operating expense ratios of 17.0% and 40.0%, respectively, based on comparable properties previously analyzed by DBRS. TI/LCs were estimated at $45.00 psf/$22.50 psf and 4%/2% for new and renewed leases, respectively, over ten-year lease terms with 65.0% renewal probability. Finally, DBRS assumed downtime/carrying costs equal to 12 months of cash flow.

DBRS SIZING PER RATING CATEGORY DBRS SIZING HURDLES DBRS sized the loan based on LTV Hurdles. The resulting Rating DBRS LTV Hurdle LTV Hurdles are included in the table to the right. AAA 53.0%

AA (high) 59.2%

A (high) 64.8%

A (low) 73.8%

BBB 82.6%

Structured Finance: CMBS 17 HUDSON YARDS 2019-30HY JUNE 2019

Loan Detail & Structural Features

Cash Management: The Whole Loan is structured with a hard lockbox and will have springing cash management during a Trigger Period. A Trigger Period shall exist upon (1) an EOD, (2) a Low Debt Yield Trigger and (3) a Lease Sweep Period. During a Trigger Period, all cash flows will be swept into a Cash Management Account (CMA) and all sums on deposit in the CMA will be applied first to the payment of all monthly amounts due under the Loan Agreement and property costs and expenses. Funds remaining after minimum distributions to preferred shareholders will be held as additional collateral.

Lease Sweep Period: A Lease Sweep Period shall occur upon (1) the tenant declaring bankruptcy, (2) the tenant defaulting on the lease, (3) the tenant going dark or occupying less than 800,000 sf (excluding any contraction space that has been re-leased), (4) the tenant not renewing its lease or (5) AT&T’s credit rating declining below BB (low) or its equivalent by any credit rating agency. A Lease Sweep Period can be cured by the Borrower depositing $87.00 psf if the tenant declares bankruptcy, $50.00 psf if the tenant goes dark and $125 psf if the credit rating on AT&T falls below BB (low) of the applicable lease sweep as additional collateral.

Low Debt Yield Trigger: The debt yield will be tested by the Lender quarterly and if the debt yield falls below 6.50% for any calendar quarter, then a Low Debt Yield Trigger shall be deemed to have occurred. The Borrower shall have the right to cure a Low Debt Yield Trigger by delivering cash collateral or an acceptable letter of credit to the Lender in an amount that, if applied to reduce the outstanding principal balance of the loan, would cause the debt yield test to be satisfied. If the debt yield falls below 6.5% because WarnerMedia exercises its contraction option, however, it will not automatically cause a Low Debt Yield Trigger.

Reserves:

RESERVES

Reserves Upfront Ongoing Per Month

Tax $0 $0

Insurance $0 $0

TI/LC $0 $0

Free Rent $0 $0

CapEx $0 $0

The Whole Loan: The collateral property secures a Whole Loan with a cut-off date balance of $1.43 billion. The Whole Loan is bifurcated into 29 pari-passu senior notes with an aggregate initial principal balance of $1.12 billion and three pari-passu junior notes with an aggregate initial principal balance of $310.0 million. The Trust Loan comprises nine senior notes, identified as Note A-1-S1, Note A-1-S2, Note A-1-S3, Note A-2-S1, Note A-2-S2, Note A-2-S3, Note A-3-S1, Note A-3-S2 and Note A-3-S3, in the aggregate initial principal amount of $448.0 million and all three junior notes identified as Note B-1, Note B-2 and Note B-3. The remaining 20 senior notes with an aggregate initial principal balance of $672.0 million are expected to be contributed to future securitization(s). The Whole Loan, including all senior notes contributed to future securitization(s), will be serviced according to the Trust and Servicing Agreement (TSA) for this transaction. There is no other existing additional debt and future mezzanine debt is not permitted.

WarnerMedia Contraction Option: The WarnerMedia lease includes a contraction option for up to ten floors, aggregating to 404,325 sf on floors 42 to 51 (approximately 30% of the total leased space), which may be exercised to be effective on the fifth anniversary of the WarnerMedia lease with a contraction payment equal to $24,000,000 for each floor contracted (approximately $594 psf ) up to a maximum of $240.0 million. If the tenant elects to contract more than three floors, the Borrower is required to deposit an amount equal to $125 psf of the contracted space in excess of the highest three floors

Structured Finance: CMBS 18 HUDSON YARDS 2019-30HY JUNE 2019 with the Lender, to be held by the Lender in escrow as additional collateral for the loan and released to the Borrower when the contraction space is re-leased.

Recourse Carveout: The loan is recourse to the Borrower only and there is no recourse carveout guarantor. If, however, the current sponsor is no longer the sponsor in control of the Borrower (and upon certain other events), the Loan Agreement does require a separate “replacement” guarantor to execute the carveout guaranty. A replacement guarantor will have to meet a net-worth requirement of $500.0 million and a liquidity requirement of $25.0 million.

NYCIDA/PILOT: The Borrower leases the Property to the New York City Industrial Development Agency (NYCIDA) and the NYCIDA sub-leases the mortgaged property back to the Borrower. The benefits of this lease structure to the Borrower are a mortgage recording tax exemption and real property tax abatements. As such, the Borrower pays installment payments in lieu of real estate taxes (PILOT) as the rent under the NYCIDA lease. For the PILOT payments to achieve the same priority as real estate tax payments, the Borrower provided mortgages in favor of the Hudson Yards Infrastructure Corporation (HYIC), a not-for-profit local development corporation to secure the PILOT payments. The HYIC has issued Hudson Yards revenue bonds for which the PILOT payments are used to repay bondholders. The term of the NYCIDA leases runs to June 30, 2044, with annual automatic extensions for one-year terms. The NYCIDA also has the option not to renew 60 days prior to the expiration of the then-current lease term. Furthermore, the NYCIDA leases will automatically terminate within 60 days after the repayment in full or defeasance of any Hudson Yards revenue bonds issued by HYIC, for which an assignment of the PILOT amount payable under the NYCIDA lease is used to repay bondholders.

Transaction Structural Features

Credit Risk Retention: This securitization transaction will be subject to the U.S. credit risk retention (RR) rules of Section 15G of the Securities Exchange Act of 1934. An economic interest in the credit risk of the Trust Loan is expected to be retained as an eligible vertical interest in the form of the RR ABS Interests. Deutsche Bank AG, New York Branch will act as retaining sponsor under Regulation RR and is expected on the Closing Date to (1) retain approximately 60.0% of the RR ABS Interests in the form of the Class RR Certificates; (2) offset a portion of its RR obligation by transferring approximately 20.0% of the RR ABS Interest in the form of the RR Interest to Goldman Sachs Mortgage Company, an originator; and (3) offset the remaining portion of its RR obligation by transferring approximately 20.0% of the RR ABS Interest in the form of the Class RR Certificates to Wells Fargo & Company (rated AA (low) with a Stable trend by DBRS), an originator. In addition, this securitization will be subject to the EU Retention Rules.

Payment of Special Servicing Fees and Other Expenses: The Borrower is responsible for reimbursing the trust for, among other items, Special Servicer fees, liquidation fees, workout fees, interest on advances and reasonable attorney’s fees and expenses; however, the Loan Agreement specifies that the Borrower would be excluded from liability to repay the foregoing expenses in the event of gross negligence, illegal acts, fraud or willful misconduct by the Lender. Passing these expenses on to the Borrower insulates the trust from a non-credit-related downgrade. In addition, the Master Servicer will be required to advance Special Servicer fees, liquidation fees, workout fees, advance interest amounts and other out-of- pocket expenses (in each instance, only to the extent that these are owed by the Borrower). While this lowers the likelihood of interest shortfalls to subordinate bonds as a result of the Borrower’s incurring these fees, it ultimately comes at the expense of lower proceeds available for principal repayment as the Master Servicer must be reimbursed for these advances. Given the relatively small potential size of such advances (the Special Servicer’s annual fee rate is 0.25% per annum of the stated principal balance), DBRS does not consider this structural feature to have a material negative impact on the investment-grade certificates.

Liquidation Fee: To the extent that the loan has become specially serviced solely as a result of the failure to make the balloon payment and is refinanced within three months of the maturity date, the Special Servicer will not receive a liquidation fee. The Special Servicer will also not be entitled to receive a liquidation fee in connection with (1) a repurchase

Structured Finance: CMBS 19 HUDSON YARDS 2019-30HY JUNE 2019 of the mortgage loan by the trust loan seller pursuant to the Trust Loan Purchase Agreement and (2) a sale of all or any portion of the mortgage loan by the Special Servicer to the Servicer or any affiliate of the foregoing. The liquidation fee, which equals 0.50% of the related liquidation proceeds, will be reduced by any modification fees paid by, or on behalf of, the Borrower and received by the Special Servicer as compensation, but only to the extent that those fees have not been previously deducted from the total liquidation/workout fee. Each of the foregoing fees will be payable from funds on deposit in the Collection Account. The Special Servicer may collect a workout fee or a liquidation fee, but not both.

No Downgrade Confirmation: This transaction contemplates waivers of rating agency confirmations (RACs). It is the intent of DBRS to waive RACs, yet also to receive notice upon their occurrence. DBRS will review all changes as a part of its monthly surveillance. DBRS will not waive RACs that affect any party involved in the operational risk of the transaction (i.e., replacement of Servicer, Special Servicer, etc.) or related to any additional debt or transfers of ownership that require RAC.

Controlling Class Rights: The Controlling Class will be the Class E Certificates so long as it has an outstanding Certificate Balance greater than 25% of the initial balance. If the outstanding balance drops below 25% of the initial balance, there will be no Controlling Class. The Directing Holder will be the representative appointed by the holder or holders of Certificates representing more than 50% of the Controlling Class (by Certificate Balance). A Subordinate Control Period control event will exist when the balance of Class E certificates (net of appraisal-reduction amounts) falls below 25.0% of the initial balance of that class. A Subordinate Consultation Period will exist when the Certificate Balance of the Class E Certificates (net of appraisal-reduction amounts) is less than 25% of the initial balance of the class and the balance of the Class E Certificates (without appraisal reduction amounts) is at least 25% of the initial balance. During any Subordinate Control Period, the Directing Holder will have certain consent and consultation rights under the TSA with respect to certain major decisions and other matters. During any Subordinate Consultation Period, the Directing Holder will not have any consent rights, but will have certain non-binding consultation rights for major decisions and other matters. During a Subordinate Control Period, the Special Servicer may be replaced, with or without cause, at the direction of the Directing Holder. At any other time, the Special Servicer may be replaced if the holders of at least 25% of the voting rights allocable to the Principal Balance Certificates request a vote to replace the Special Servicer, upon the written direction of (1) holders of the Principal Balance Certificates evidencing at least 75% of a Certificateholder Quorum or (2) holders evidencing more than 50% of the voting rights allocable to each class of Non-Reduced Certificates.

Appraisal Reductions: Any appraisal-reduction amounts will be applied notionally, in reverse sequential order based on interest entitlements, to the certificate balance of each class until the related balances are reduced to zero. The time frame for an appraisal to be used for appraisal-reduction purposes is no less than 60 days. If the Special Servicer has not received an updated appraisal within this time frame, the appraisal-reduction amount will be 25.0% of the then-whole loan balance until an updated appraisal is received and the appropriate appraisal-reduction amount is calculated. Any appraisal- reduction amount allocated to the A-notes will be allocated between the Trust A Notes and the companion loans, pro rata and pari passu, based on their respective outstanding principal balances.

Methodology

The following are the methodologies DBRS applied to assign ratings to this transaction. These methodologies can be found on www.dbrs.com under the heading Methodologies & Criteria. Alternatively, please contact [email protected] or contact the primary analysts whose information is listed in this report. –– North American Single Asset/Single-Borrower Methodology –– Rating North American CMBS Interest-Only Certificates

Structured Finance: CMBS 20 HUDSON YARDS 2019-30HY JUNE 2019

Surveillance

DBRS will perform surveillance subject to its North American CMBS Surveillance Methodology.

Notes: All figures are in U.S. dollars unless otherwise noted.

This report is based on information as of June 20, 2019. Subsequent information may result in material changes to the rating assigned herein and/or the contents of this report.

The DBRS group of companies consists of DBRS, Inc. (Delaware, U.S.)(NRSRO, DRO affiliate); DBRS Limited (Ontario, Canada)(DRO, NRSRO affiliate); DBRS Ratings GmbH (Frankfurt, Germany)(CRA, NRSRO affiliate, DRO affiliate); and DBRS Ratings Limited (England and Wales)(CRA, NRSRO affiliate, DRO affiliate). For more information on regulatory registrations, recognitions and approvals, please see: http://www.dbrs.com/research/highlights.pdf.

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Structured Finance: CMBS 21 Glossary

ADR average daily rate IO interest only P&I principal and interest ARA appraisal reduction amount LC leasing commission POD probability of default ASER appraisal subordinate entitlement reduction LGD loss severity given default PIP property improvement plan BOV broker’s opinion of value LOC letter of credit PILOT property in lieu of taxes CAM common area maintenance LOI letter of intent PSA pooling and servicing agreement capex capital expenditures LS Hotel limited service hotel psf per square foot CBD central business district LTC loan-to-cost R&M repairs and maintenance CBRE CB Richard Ellis LTCT long-term credit tenant REIT real estate investment trust CMBS commercial mortgage-backed securities LTV loan-to-value REO real estate owned CoStar CoStar Group, Inc. MHC manufactured housing community RevPAR revenue per available room CREFC CRE Finance Council MTM month-to-month sf square foot/square feet DPO discounted payoff MSA metropolitan statistical area STR Smith Travel Research DSCR debt service coverage ratio n.a. not available SPE special-purpose entity EGI effective gross income n/a not applicable TI tenant improvement EOD event of default NCF net cash flow TIC tenants in common F&B food & beverage NNN triple net T-12 trailing 12 months FF&E furniture, fixtures and equipment NOI net operating income UW underwriting FS Hotel full service hotel NRA net rentable area WA weighted average G&A general and administrative NRI net rental income WAC weighted-average coupon GLA gross leasable area NR – PIF not rated – paid in full x times GPR gross potential rent OSAR operating statement analysis report YE year-end HVAC heating, ventilation and air conditioning PCR property condition report YTD year-to-date

Definitions Capital Expenditure (capex) NNN (triple net) Costs incurred in the improvement of a property that will have a life of more than A lease that requires the tenant to pay operating expenses such as property taxes, one year. insurance and maintenance, in addition to the rent.

DBRS Refi DSCR Net Operating Income (NOI) A measure that divides DBRS stabilized NCF by the product of the loan’s maturity The revenues earned by a property’s ongoing operations less the expenses asso- balance and a stressed refinance debt constant. ciated with such operations but before mortgage payments, tenant improvements, replacement reserves and leasing commissions. DBRS Term DSCR A measure that divides DBRS stabilized NCF by the actual debt service payment Net Rentable Area (NRA) The area (sf) for which rent can be charged. NRA includes the tenant’s premises Debt Service Coverage Ratio (DSCR) plus an allocation of the common area directly benefiting the tenant, such as com- A measure of a mortgaged property’s ability to cover monthly debt service pay- mon corridors and restrooms. ments, defined as the ratio of net operating income (NOI) or net cash flow (NCF) to the debt service payments. Revenue Per Available Room (RevPAR) A measure that divides revenue by the number of available rooms, not the number Effective Gross income (EGI) of occupied rooms. It is a measure of how well the hotel has been able to fill Rental revenue minus vacancies plus miscellaneous income. rooms in the off-season, when demand is low even if rates are also low, and how well it fills the rooms and maximizes the rate in the high season, when there is high Issuer UW demand for hotel rooms. Issuer underwritten from Annex A or servicer reports. Tenant Improvements (TIs) Loan-to-Value (LTV) The expense to physically improve the property or space, such as new improve- The ratio between the principal amount of the mortgage balance, at origination ments or remodelling, paid by the borrower. or thereafter, and the most recent appraised value of the underlying real estate col- lateral, generally from origination. Weighted Average (WA) Calculation is weighted by the size of each mortgage in the pool. Net Cash Flow (NCF) The revenues earned by a property’s ongoing operations less the expenses Weighted-Average Coupon (WAC) associated with such operations and the capital costs of tenant improvements, The average coupon or interest payment on a set of mortgages, weighted by the leasing commissions and capital expenditures (or reserves). Moreover, NCF is net size of each mortgage in the pool. operating income (NOI) less tenant improvements, leasing commissions and capital expenditures.