(Approximate) Multifamily Mortgage Pass-Through Certificates, … · $507,330,982 (Approximate)...

$507,330,982 (Approximate)

Multifamily Mortgage Pass-Through Certificates, Series 2018-SB56

FRESB 2018-SB56 Mortgage Trust issuing entity

J.P. Morgan Chase Commercial Mortgage Securities Corp. depositor

Federal Home Loan Mortgage Corporation mortgage loan seller and guarantor

We, J.P. Morgan Chase Commercial Mortgage Securities Corp., intend to establish a trust to act as an issuing entity, which we refer to in this offering circular as the “issuing entity.” The primary assets of the issuing entity will consist of 226 multifamily mortgage loans (comprising six Loan Groups and three Originator Loan Groups) secured by 226 mortgaged real properties with the characteristics described in this offering circular. The issuing entity will issue thirteen classes of certificates, nine of which, referred to in this offering circular as the “offered certificates,” are being offered by this offering circular, as listed below. The issuing entity will pay interest and/or principal monthly, commencing in January 2019. The offered certificates represent obligations of the issuing entity only (and, solely with respect to certain payments of interest and principal pursuant to a guarantee of the offered certificates described in this offering circular, Freddie Mac), and do not represent obligations of or interests in us or any of our affiliates. We do not intend to list the offered certificates on any national securities exchange or any automated quotation system of any registered securities association.

Investing in the offered certificates involves risks. See “Risk Factors” beginning on page 70 of this offering circular.

Offered Classes

Total Initial Principal Balance or Notional

Amount

Approximate % of Total Initial

Principal Balance

Initial Pass-Through

Rate(1)

Assumed Weighted Average Life

(Years)(2)

Assumed Principal Window

(Months)(2) Assumed Final

Distribution Date(2)

Assumed Final Distribution Date – No Prepayments(3)

Class A-5F $ 25,329,347 4.493% 3.31000% 4.09 1 – 57 September 25, 2023 September 25, 2023 Class A-5H $ 87,088,802 15.449% 3.36000% 4.07 1 – 59 November 25, 2023 September 25, 2038 Class A-7F $ 19,522,567 3.463% 3.44000% 5.46 1 – 81 September 25, 2025 September 25, 2025 Class A-7H $ 26,348,130 4.674% 3.43000% 5.45 1 – 81 September 25, 2025 August 25, 2038 Class A-10F $301,240,883 53.440% 3.70000% 7.12 1 – 117 September 25, 2028 October 25, 2028 Class A-10H $ 47,801,253 8.480% 3.20000% 7.10 1 – 116 August 25, 2028 August 25, 2038 Class X1-AR $157,089,223 N/A 0.19641% 6.05 N/A July 25, 2028 August 25, 2038 Class X1-RC $ 76,718,426 N/A 0.02975% 5.96 N/A August 25, 2028 August 25, 2038 Class X1-SA $329,893,441 N/A 0.25530% 6.48 N/A October 25, 2028 November 25, 2038

(1) Pass-through rate is described under “Description of the Certificates—Distributions—Calculation of Pass-Through Rates” in this offering circular. Initial rate is approximate with

respect to the class X1-AR, X1-RC and X1-SA certificates. (2) The assumed weighted average lives, assumed principal windows and assumed final distribution dates have been calculated based on a 5% CPR prepayment speed as described in

the footnotes to the table under “Summary of Offering Circular—Transaction Overview” in this offering circular. (3) Calculated based on a 0% CPR prepayment speed as described in the footnotes to the table under “Summary of Offering Circular—Transaction Overview” in this offering circular.

Credit enhancement will be provided by (i) the subordination of certain classes of certificates to certain components of other classes of certificates as described in this offering circular under “Summary of Offering Circular—The Offered Certificates—Priority of Distributions and Subordination” and “Description of the Certificates—Distributions—Subordination” and (ii) the guarantee of the offered certificates by Freddie Mac as described under “Summary of Offering Circular—The Offered Certificates—Freddie Mac Guarantee,” and “Description of the Certificates—Distributions—Freddie Mac Guarantee” in this offering circular.

The issuing entity will be relying on an exclusion from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act (both as defined in this offering circular).

It is a condition to the issuance of the offered certificates that they be guaranteed by Freddie Mac as described in this offering circular. The obligations of Freddie Mac under its guarantee of the offered certificates are obligations of Freddie Mac only. Freddie Mac will not guarantee any class of certificates other than the offered certificates. The offered certificates are not guaranteed by the United States of America (“United States”) and do not constitute debts or obligations of the United States or any agency or instrumentality of the United States other than Freddie Mac. Income on the offered certificates has no exemption under federal law from federal, state or local taxation.

Because of applicable securities law exemptions, we have not registered the offered certificates with any federal or state securities commission. No securities commission has reviewed this offering circular.

We are offering the offered certificates through the placement agents, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, CastleOak Securities, L.P., FTN Financial Capital Markets, Stifel, Nicolaus & Company, Incorporated and SunTrust Robinson Humphrey, Inc. Each placement agent has agreed to use commercially reasonable efforts to solicit offers to purchase the offered certificates. Each placement agent may also purchase offered certificates as principal. Any offered certificates so purchased by a placement agent will be resold in a manner similar to those offered certificates offered through the placement agents as agents. We reserve the right to withdraw, cancel or modify the offer made by this offering circular without notice, and we may reject any offer to purchase the offered certificates, in whole or in part. The placement agents will offer the offered certificates to prospective investors from time to time in negotiated transactions or otherwise at varying prices determined at the time of sale. It is expected that delivery of the offered certificates will be made in book-entry form on or about December 17, 2018.

J.P. Morgan Co-Lead Manager and Joint Bookrunner

Credit Suisse Co-Lead Manager and Joint Bookrunner

CastleOak Securities, L.P. Co-Manager

FTN Financial Capital Markets Co-Manager

Stifel, Nicolaus & Company, Incorporated

Co-Manager

SunTrust Robinson Humphrey Co-Manager

Offering Circular Dated December 7, 2018

0.2% - 2.9%

3.0% - 9.9%

10.0% - 21.3%

Percentage ofInitial Mortgage Pool Balance

Georgia7 properties$18,621,3653.3% of total

New Jersey7 properties$13,225,5782.3% of total

Connecticut10 properties$19,860,1293.5% of total

Massachusetts1 property$1,486,2040.3% of total

Maryland1 property$1,375,0000.2% of total

Virginia2 properties$9,262,1291.6% of total

North Carolina2 properties$4,584,0000.8% of total

District of Columbia1 property$3,391,1250.6% of total

Texas49 properties$120,287,61821.3% of total

Oklahoma4 properties$16,344,9272.9% of total

Colorado3 properties$9,575,0001.7% of total

Arizona7 properties$28,727,4485.1% of total

Minnesota6 properties$14,696,6562.6% of total

Missouri5 properties$13,992,4132.5% of total

South Dakota1 property$1,987,9190.4% of total

Kansas1 property$1,391,6480.2% of total

Utah1 property$1,984,6210.4% of total

Nebraska1 property$2,904,7870.5% of total

Indiana2 properties$4,855,1870.9% of total

Michigan8 properties$21,901,3133.9% of total

Ohio20 properties$40,558,4967.2% of total

Washington9 properties$29,748,8575.3% of total

New York18 properties$41,781,3067.4% of total

Pennsylvania4 properties$5,409,1871.0% of total

California18 properties$42,391,4537.5% of total

Oregon2 properties$6,420,0001.1% of total

Nevada3 properties$6,897,3741.2% of total

Louisiana2 properties$6,050,0001.1% of total

Florida14 properties$41,925,2307.4% of total

Tennessee3 properties$3,489,0000.6% of total

Kentucky1 property$1,755,0000.3% of total

Illinois13 properties$26,820,1244.8% of total

Multifamily Mortgage Pass-Through Certificates Series 2018-SB56FRESB 2018-SB56 Mortgage Trust

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TABLE OF CONTENTS

Offering Circular IMPORTANT NOTICE REGARDING THE CERTIFICATES ...................................................................................................... 4 IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS OFFERING CIRCULAR ......................................... 4 NOTICE TO FLORIDA RESIDENTS ............................................................................................................................................. 4 NOTICE TO CANADA RESIDENTS ............................................................................................................................................. 4 NOTICE TO RESIDENTS OF THE UNITED KINGDOM ............................................................................................................. 5 NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA ........................................................................................ 5 NOTICE TO RESIDENTS OF THE REPUBLIC OF KOREA ........................................................................................................ 6 NOTICE TO RESIDENTS OF THE PEOPLE’S REPUBLIC OF CHINA ...................................................................................... 6 NOTICE TO RESIDENTS OF JAPAN ............................................................................................................................................ 6 NOTICE TO RESIDENTS OF HONG KONG ................................................................................................................................ 7 CAPITALIZED TERMS USED IN THIS OFFERING CIRCULAR ............................................................................................... 7 FORWARD-LOOKING STATEMENTS ........................................................................................................................................ 7 SUMMARY OF OFFERING CIRCULAR ...................................................................................................................................... 8 RISK FACTORS ............................................................................................................................................................................ 70 DESCRIPTION OF THE ISSUING ENTITY .............................................................................................................................. 110 DESCRIPTION OF THE DEPOSITOR ....................................................................................................................................... 110 DESCRIPTION OF THE MORTGAGE LOAN SELLER AND GUARANTOR ....................................................................... 111 DESCRIPTION OF THE UNDERLYING MORTGAGE LOANS ............................................................................................. 115 DESCRIPTION OF THE CERTIFICATES ................................................................................................................................. 143 YIELD AND MATURITY CONSIDERATIONS ........................................................................................................................ 179 THE POOLING AND SERVICING AGREEMENT ................................................................................................................... 186 CERTAIN FEDERAL INCOME TAX CONSEQUENCES ........................................................................................................ 235 STATE AND OTHER TAX CONSIDERATIONS ...................................................................................................................... 247 USE OF PROCEEDS ................................................................................................................................................................... 247 ERISA CONSIDERATIONS ....................................................................................................................................................... 247 LEGAL INVESTMENT ............................................................................................................................................................... 248 PLAN OF PLACEMENT ............................................................................................................................................................. 248 LEGAL MATTERS ...................................................................................................................................................................... 249 GLOSSARY ................................................................................................................................................................................. 250

Exhibits to Offering Circular

EXHIBIT A-1 — CERTAIN CHARACTERISTICS OF THE UNDERLYING MORTGAGE LOANS AND THE RELATED MORTGAGED REAL PROPERTIES

EXHIBIT A-2 — CERTAIN MORTGAGE POOL INFORMATION EXHIBIT B — FORM OF CERTIFICATE ADMINISTRATOR’S STATEMENT TO CERTIFICATEHOLDERS EXHIBIT C-1 — MORTGAGE LOAN SELLER’S REPRESENTATIONS AND WARRANTIES EXHIBIT C-2 — EXCEPTIONS TO MORTGAGE LOAN SELLER’S REPRESENTATIONS AND WARRANTIES EXHIBIT D — DECREMENT TABLES FOR THE CLASS A CERTIFICATES EXHIBIT E — PRICE/YIELD TABLES FOR THE CLASS X1 CERTIFICATES EXHIBIT F — MASTER SERVICING FEE RATE AND SUB-SERVICING FEE RATE WITH RESPECT TO EACH UNDERLYING

MORTGAGE LOAN

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

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IMPORTANT NOTICE REGARDING THE CERTIFICATES

NONE OF THE DEPOSITOR, THE DEPOSITOR’S AFFILIATES, FREDDIE MAC OR ANY OTHER PERSON INTENDS TO RETAIN A 5% NET ECONOMIC INTEREST WITH RESPECT TO THE CERTIFICATES IN ANY OF THE FORMS PRESCRIBED BY ARTICLE 405(1) OF EUROPEAN UNION REGULATION 575/2013 OR BY ANY OTHER EUROPEAN UNION LEGISLATION THAT REQUIRES THAT THERE BE SUCH A RETENTION AS A CONDITION TO AN INVESTMENT IN THE CERTIFICATES BY A EUROPEAN INVESTOR SUBJECT TO SUCH LEGISLATION. FOR ADDITIONAL INFORMATION IN THIS REGARD, SEE “RISK FACTORS—RISKS RELATED TO THE OFFERED CERTIFICATES—LEGAL AND REGULATORY PROVISIONS AFFECTING INVESTORS COULD ADVERSELY AFFECT THE LIQUIDITY OF YOUR INVESTMENT” IN THIS OFFERING CIRCULAR. IN ADDITION, NO PARTY WILL RETAIN RISK WITH RESPECT TO THIS TRANSACTION IN A FORM OR AN AMOUNT PURSUANT TO THE TERMS OF THE U.S. CREDIT RISK RETENTION RULE (12 C.F.R. PART 1234). SEE “DESCRIPTION OF THE MORTGAGE LOAN SELLER AND GUARANTOR—CREDIT RISK RETENTION” IN THIS OFFERING CIRCULAR.

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS OFFERING CIRCULAR

THE PLACEMENT AGENTS DESCRIBED IN THIS OFFERING CIRCULAR MAY FROM TIME TO TIME PERFORM INVESTMENT BANKING SERVICES FOR, OR SOLICIT INVESTMENT BANKING BUSINESS FROM, ANY COMPANY NAMED IN THIS OFFERING CIRCULAR. THE PLACEMENT AGENTS AND/OR THEIR RESPECTIVE EMPLOYEES MAY FROM TIME TO TIME HAVE A LONG OR SHORT POSITION IN ANY SECURITY OR CONTRACT DISCUSSED IN THIS OFFERING CIRCULAR.

THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR SUPERSEDES ANY PREVIOUS SUCH INFORMATION DELIVERED TO ANY INVESTOR.

NOTICE TO FLORIDA RESIDENTS

WHERE SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA (EXCLUDING “QUALIFIED INSTITUTIONAL BUYERS” WITHIN THE MEANING OF SEC RULE 144A AND CERTAIN OTHER INSTITUTIONAL PURCHASERS DESCRIBED IN SECTION 517.061(7) OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT (THE “FLORIDA ACT”)), ANY SUCH SALE MADE PURSUANT TO SECTION 517.061(11) OF THE FLORIDA ACT SHALL BE VOIDABLE BY THE PURCHASER WITHIN THREE DAYS AFTER (A) RECEIPT OF THIS OFFERING CIRCULAR, OR (B) THE FIRST PAYMENT OF MONEY OR OTHER CONSIDERATION TO THE DEPOSITOR, AN AGENT OF THE DEPOSITOR, OR AN ESCROW AGENT, WHICHEVER OCCURS LATER.

NOTICE TO CANADA RESIDENTS

THE CERTIFICATES MAY BE SOLD ONLY TO PURCHASERS PURCHASING, OR DEEMED TO BE PURCHASING, AS PRINCIPAL THAT ARE ACCREDITED INVESTORS, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND ARE PERMITTED CLIENTS, AS DEFINED IN NATIONAL S-33 INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS. ANY RESALE OF THE CERTIFICATES MUST BE MADE IN ACCORDANCE WITH AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE PROSPECTUS REQUIREMENTS OF APPLICABLE SECURITIES LAWS.

SECURITIES LEGISLATION IN CERTAIN PROVINCES OR TERRITORIES OF CANADA MAY PROVIDE A PURCHASER WITH REMEDIES OF RESCISSION OR DAMAGES IF THIS OFFERING CIRCULAR (INCLUDING ANY AMENDMENT THERETO) CONTAINS A MISREPRESENTATION, PROVIDED THAT THE REMEDIES OF RESCISSION OR DAMAGES ARE EXERCISED BY THE PURCHASER WITHIN THE TIME LIMIT PRESCRIBED BY THE SECURITIES LEGISLATION OF THE PURCHASER’S PROVINCE OR TERRITORY. THE PURCHASER SHOULD REFER TO ANY APPLICABLE PROVISIONS OF THE SECURITIES LEGISLATION OF THE PURCHASER’S PROVINCE OR TERRITORY FOR PARTICULARS OF THESE RIGHTS OR CONSULT WITH A LEGAL ADVISOR.

PURSUANT TO SECTION 3A.3 OF NATIONAL INSTRUMENT 33-105 UNDERWRITING CONFLICTS (“NI 33-105”), THE UNDERWRITERS ARE NOT REQUIRED TO COMPLY WITH THE DISCLOSURE REQUIREMENTS OF NI 33-105 REGARDING UNDERWRITER CONFLICTS OF INTEREST IN CONNECTION WITH THIS OFFERING.

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NOTICE TO RESIDENTS OF THE UNITED KINGDOM

THE ISSUING ENTITY MAY CONSTITUTE A “COLLECTIVE INVESTMENT SCHEME” AS DEFINED BY SECTION 235 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE “FSMA”) THAT IS NOT A “RECOGNISED COLLECTIVE INVESTMENT SCHEME” FOR THE PURPOSES OF THE FSMA AND THAT HAS NOT BEEN AUTHORIZED OR OTHERWISE APPROVED. AS AN UNREGULATED SCHEME, THE OFFERED CERTIFICATES CANNOT BE MARKETED IN THE UNITED KINGDOM TO THE GENERAL PUBLIC, EXCEPT IN ACCORDANCE WITH THE FSMA.

THE DISTRIBUTION OF THIS OFFERING CIRCULAR:

(A) IF MADE BY A PERSON WHO IS NOT AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE THE UNITED KINGDOM, OR (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFY AS INVESTMENT PROFESSIONALS IN ACCORDANCE WITH ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “FINANCIAL PROMOTION ORDER”), OR (III) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE FINANCIAL PROMOTION ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “FPO PERSONS”); AND

(B) IF MADE BY A PERSON WHO IS AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE THE UNITED KINGDOM, OR (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFY AS INVESTMENT PROFESSIONALS IN ACCORDANCE WITH ARTICLE 14(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (PROMOTION OF COLLECTIVE INVESTMENT SCHEMES) (EXEMPTIONS) ORDER 2001 (THE “PROMOTION OF COLLECTIVE INVESTMENT SCHEMES EXEMPTIONS ORDER”), OR (III) ARE PERSONS FALLING WITHIN ARTICLE 22(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE PROMOTION OF COLLECTIVE INVESTMENT SCHEMES EXEMPTIONS ORDER OR (IV) ARE PERSONS TO WHOM THE ISSUER MAY LAWFULLY BE PROMOTED IN ACCORDANCE WITH CHAPTER 4.12 OF THE U.K. FINANCIAL CONDUCT AUTHORITY’S CONDUCT OF BUSINESS SOURCEBOOK (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “PCIS PERSONS” AND, TOGETHER WITH THE FPO PERSONS, THE “RELEVANT PERSONS”).

THIS OFFERING CIRCULAR MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS OFFERING CIRCULAR RELATES, INCLUDING THE OFFERED CERTIFICATES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. ANY PERSONS OTHER THAN RELEVANT PERSONS SHOULD NOT ACT OR RELY ON THIS OFFERING CIRCULAR.

POTENTIAL INVESTORS IN THE UNITED KINGDOM ARE ADVISED THAT ALL, OR MOST OF THE PROTECTIONS AFFORDED BY THE UNITED KINGDOM REGULATORY SYSTEM WILL NOT APPLY TO AN INVESTMENT IN THE OFFERED CERTIFICATES AND THAT COMPENSATION WILL NOT BE AVAILABLE UNDER THE UNITED KINGDOM FINANCIAL SERVICES COMPENSATION SCHEME.

NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA

THIS OFFERING CIRCULAR IS NOT A PROSPECTUS FOR THE PURPOSES OF THE PROSPECTUS DIRECTIVE (AS DEFINED BELOW).

THE OFFERED CERTIFICATES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA (THE “EEA”). FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF THE FOLLOWING:

(I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, “MIFID II”); OR

(II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2002/92/EC, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR

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(III) NOT A QUALIFIED INVESTOR AS DEFINED IN DIRECTIVE 2003/71/EC (AS AMENDED, THE “PROSPECTUS DIRECTIVE”).

CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE “PRIIPS REGULATION”) FOR OFFERING OR SELLING THE CERTIFICATES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE OFFERED CERTIFICATES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.

FURTHERMORE, THIS OFFERING CIRCULAR HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF CERTIFICATES IN THE EEA WILL ONLY BE MADE TO A LEGAL ENTITY WHICH IS A QUALIFIED INVESTOR UNDER THE PROSPECTUS DIRECTIVE. ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THE EEA OF THE OFFERED CERTIFICATES MAY ONLY DO SO WITH RESPECT TO QUALIFIED INVESTORS. NONE OF THE ISSUING ENTITY, THE DEPOSITOR OR ANY PLACEMENT AGENT HAS AUTHORIZED, NOR DOES ANY OF THEM AUTHORIZE, THE MAKING OF ANY OFFER OF OFFERED CERTIFICATES OTHER THAN TO QUALIFIED INVESTORS.

NOTICE TO RESIDENTS OF THE REPUBLIC OF KOREA

THIS OFFERING CIRCULAR IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, A PUBLIC OFFERING OF SECURITIES IN KOREA. NONE OF THE DEPOSITOR, ANY PLACEMENT AGENT OR ANY OF THEIR AGENTS MAKE ANY REPRESENTATION WITH RESPECT TO THE ELIGIBILITY OF ANY RECIPIENTS OF THIS OFFERING CIRCULAR TO ACQUIRE THE OFFERED CERTIFICATES UNDER THE LAWS OF KOREA, INCLUDING, BUT WITHOUT LIMITATION, THE FOREIGN EXCHANGE TRANSACTION LAW AND REGULATIONS THEREUNDER (THE “FETL”). THE OFFERED CERTIFICATES HAVE NOT BEEN REGISTERED WITH THE FINANCIAL SERVICES COMMISSION OF KOREA FOR PUBLIC OFFERING IN KOREA, AND NONE OF THE OFFERED CERTIFICATES MAY BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, OR OFFERED OR SOLD TO ANY PERSON FOR RE-OFFERING OR RESALE, DIRECTLY OR INDIRECTLY IN KOREA OR TO ANY RESIDENT OF KOREA EXCEPT PURSUANT TO THE FINANCIAL INVESTMENT SERVICES AND CAPITAL MARKETS ACT AND THE DECREES AND REGULATIONS THEREUNDER (THE “FSCMA”), THE FETL AND ANY OTHER APPLICABLE LAWS, REGULATIONS AND MINISTERIAL GUIDELINES IN KOREA.

NOTICE TO RESIDENTS OF THE PEOPLE’S REPUBLIC OF CHINA

THE OFFERED CERTIFICATES WILL NOT BE OFFERED OR SOLD IN THE PEOPLE’S REPUBLIC OF CHINA (EXCLUDING HONG KONG, MACAU AND TAIWAN, THE “PRC”) AS PART OF THE INITIAL DISTRIBUTION OF THE OFFERED CERTIFICATES BUT MAY BE AVAILABLE FOR PURCHASE BY INVESTORS RESIDENT IN THE PRC FROM OUTSIDE THE PRC.

THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE PRC TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE THE OFFER OR SOLICITATION IN THE PRC.

THE PRC DOES NOT REPRESENT THAT THIS OFFERING CIRCULAR MAY BE LAWFULLY DISTRIBUTED, OR THAT ANY OFFERED CERTIFICATES MAY BE LAWFULLY OFFERED, IN COMPLIANCE WITH ANY APPLICABLE REGISTRATION OR OTHER REQUIREMENTS IN THE PRC, OR PURSUANT TO AN EXEMPTION AVAILABLE THEREUNDER, OR ASSUME ANY RESPONSIBILITY FOR FACILITATING ANY SUCH DISTRIBUTION OR OFFERING. IN PARTICULAR, NO ACTION HAS BEEN TAKEN BY THE PRC WHICH WOULD PERMIT A PUBLIC OFFERING OF ANY OFFERED CERTIFICATES OR THE DISTRIBUTION OF THIS OFFERING CIRCULAR IN THE PRC. ACCORDINGLY, THE OFFERED CERTIFICATES ARE NOT BEING OFFERED OR SOLD WITHIN THE PRC BY MEANS OF THIS OFFERING CIRCULAR OR ANY OTHER DOCUMENT. NEITHER THIS OFFERING CIRCULAR NOR ANY ADVERTISEMENT OR OTHER OFFERING MATERIAL MAY BE DISTRIBUTED OR PUBLISHED IN THE PRC, EXCEPT UNDER CIRCUMSTANCES THAT WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS.

NOTICE TO RESIDENTS OF JAPAN

THE OFFERED CERTIFICATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE FINANCIAL INSTRUMENTS EXCHANGE ACT OF JAPAN (LAW NO. 25 OF 1948, AS AMENDED (THE “FIEL” )), AND EACH OF THE PLACEMENT AGENTS HAS AGREED THAT IT WILL NOT OFFER OR SELL ANY OFFERED CERTIFICATES,

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DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY JAPANESE PERSON, OR TO OTHERS FOR RE-OFFERING OR RESALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO ANY JAPANESE PERSON, EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE FIEL AND ANY OTHER APPLICABLE LAWS AND REGULATIONS. FOR THE PURPOSES OF THIS PARAGRAPH, “JAPANESE PERSON” SHALL MEAN ANY PERSON RESIDENT IN JAPAN, INCLUDING ANY CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS AND REGULATIONS OF JAPAN.

NOTICE TO RESIDENTS OF HONG KONG

THE OFFERED CERTIFICATES ARE NOT BEING OFFERED OR SOLD AND WILL NOT BE OFFERED OR SOLD IN HONG KONG, BY MEANS OF ANY DOCUMENT (EXCEPT FOR OFFERED CERTIFICATES WHICH ARE A “STRUCTURED PRODUCT” AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE (CAP. 571) (THE “SFO”) OF HONG KONG) OTHER THAN (A) TO “PROFESSIONAL INVESTORS” AS DEFINED IN THE SFO AND ANY RULES MADE UNDER THE SFO; OR (B) IN OTHER CIRCUMSTANCES WHICH DO NOT RESULT IN THE DOCUMENT BEING A “PROSPECTUS” AS DEFINED IN THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE (CAP. 32) (THE “C(WUMP)O”) OF HONG KONG OR WHICH DO NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF THE C(WUMP)O. NO ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE OFFERED CERTIFICATES HAS BEEN ISSUED OR WILL BE ISSUED, WHETHER IN HONG KONG OR ELSEWHERE, WHICH IS DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC OF HONG KONG (EXCEPT IF PERMITTED TO DO SO UNDER THE SECURITIES LAWS OF HONG KONG) OTHER THAN WITH RESPECT TO OFFERED CERTIFICATES WHICH ARE OR ARE INTENDED TO BE DISPOSED OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO “PROFESSIONAL INVESTORS” AS DEFINED IN THE SFO AND ANY RULES MADE UNDER THE SFO.

We provide information to you about the offered certificates in this offering circular, which describes the specific terms of the offered certificates.

You should read this offering circular in full to obtain material information concerning the offered certificates.

This offering circular includes cross-references to sections in this offering circular where you can find further related discussions. The Table of Contents in this offering circular identifies the pages where these sections are located.

When deciding whether to invest in any of the offered certificates, you should only rely on the information contained in this offering circular or as provided in “Description of the Mortgage Loan Seller and Guarantor—Freddie Mac Conservatorship” and “—Litigation Involving Mortgage Loan Seller and Guarantor” in this offering circular. We have not authorized any dealer, salesman or other person to give any information or to make any representation that is different. In addition, information in this offering circular is current only as of the date on its cover. By delivery of this offering circular, we are not offering to sell any securities, and are not soliciting an offer to buy any securities, in any state or other jurisdiction where the offer and sale is not permitted.

CAPITALIZED TERMS USED IN THIS OFFERING CIRCULAR

From time to time we use capitalized terms in this offering circular. A capitalized term used throughout this offering circular will have the meaning assigned to it in the “Glossary” to this offering circular.

FORWARD-LOOKING STATEMENTS

This offering circular includes the words “expects,” “intends,” “anticipates,” “likely,” “estimates,” and similar words and expressions. These words and expressions are intended to identify forward-looking statements. Any forward-looking statements are made subject to risks and uncertainties that could cause actual results to differ materially from those stated. These 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 offering circular are accurate as of the date stated on the cover of this offering circular. We have no obligation to update or revise any forward-looking statement.

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SUMMARY OF OFFERING CIRCULAR

This summary highlights selected information from this offering circular and does not contain all of the information that you need to consider in making your investment decision. To understand all of the terms of the offered certificates, you should carefully read this offering circular in its entirety prior to making an investment in any offered certificates, including the information set forth under “Risk Factors” in this offering circular. This summary provides an overview of certain information to aid your understanding and is qualified by the full description presented in this offering circular.

Transaction Overview

The offered certificates will be part of a series of multifamily mortgage pass-through certificates designated as the Series 2018-SB56 Multifamily Mortgage Pass-Through Certificates. The certificates will consist of thirteen classes. The table below identifies and specifies various characteristics for those classes other than the class R certificates.

Class(1)

Total Initial Principal Balance

or Notional Amount

Approximate % of Total

Initial Principal Balance

Approximate Initial Credit

Support Pass-Through

Rate Description

Initial Pass-Through

Rate

Assumed Weighted

Average Life (Years)

(2) (3)

Assumed Principal Window (Months)

(2) (4)

Assumed Final Distribution

Date(2) (5)

Assumed Final Distribution

Date - No Prepayments(6)

Offered Certificates: A-5F $ 25,329,347 4.493% 10.000%(7) WAC Cap 3.31000%(8) 4.09 1–57 September 25, 2023 September 25, 2023 A-5H $ 87,088,802 15.449% 10.000%(7) Variable 3.36000%(9) 4.07 1–59 November 25, 2023 September 25, 2038 A-7F $ 19,522,567 3.463% 10.000%(7) WAC Cap 3.44000%(10) 5.46 1–81 September 25, 2025 September 25, 2025 A-7H $ 26,348,130 4.674% 10.000%(7) Variable 3.43000%(11) 5.45 1–81 September 25, 2025 August 25, 2038 A-10F $ 301,240,883 53.440% 10.000%(7) WAC Cap 3.70000%(12) 7.12 1–117 September 25, 2028 October 25, 2028 A-10H $ 47,801,253 8.480% 10.000%(7) Variable 3.20000%(13) 7.10 1–116 August 25, 2028 August 25, 2038 X1-AR $ 157,089,223 N/A N/A Variable IO 0.19641%(14) 6.05 N/A July 25, 2028 August 25, 2038 X1-RC $ 76,718,426 N/A N/A Variable IO 0.02975%(14) 5.96 N/A August 25, 2028 August 25, 2038 X1-SA $ 329,893,441 N/A N/A Variable IO 0.25530%(14) 6.48 N/A October 25, 2028 November 25, 2038

Non-Offered Certificates: B-AR $ 15,708,922 2.787% 0.000% Variable 4.05671%(14) 6.06 1–115 July 25, 2028 August 25, 2038 B-RC $ 7,671,842 1.361% 0.000% Variable 3.84464%(14) 5.97 1–116 August 25, 2028 August 25, 2038 B-SA $ 32,989,344 5.852% 0.000% Variable 4.23527%(14) 6.52 1–118 October 25, 2028 November 25, 2038

(1) The class R certificates are not represented in this table and are not being offered by this offering circular. The class R certificates will not have a principal balance, notional amount or pass-through rate.

(2) As to any given class of certificates shown in this table, the assumed weighted average life, the assumed principal window and the Assumed Final Distribution Date have been calculated based on a 5% CPR prepayment speed until the earlier of each underlying mortgage loan’s maturity date or initial loan reset date, at which time the underlying mortgage loan is assumed to pay off in full, and otherwise based on the Modeling Assumptions, including, among other things, that— (i) there are no delinquencies, modifications or losses with respect to the underlying mortgage loans, (ii) there are no modifications, extensions, waivers or amendments affecting the monthly debt service or balloon payments on the

underlying mortgage loans, and (iii) the certificates are not redeemed prior to their Assumed Final Distribution Date pursuant to the clean-up call described under the

heading “—The Offered Certificates—Optional Retirement” below. (3) As to any given class of certificates shown in this table, other than the class X1-AR, X1-RC and X1-SA certificates, the assumed weighted

average life is the average amount of time in years between the assumed settlement date for the certificates and the payment of each dollar of principal on that class. As to the class X1-AR, X1-RC and X1-SA certificates, the assumed weighted average life is the average amount of time in years between the assumed settlement date for the certificates and the application of each dollar to be applied in reduction of the notional amount of each such class.

(4) As to any given class of certificates shown in this table, other than the class X1-AR, X1-RC and X1-SA certificates, the assumed principal window is the period during which holders of that class are expected to receive distributions of principal.

(5) As to any given class of certificates shown in this table, other than the class X1-AR, X1-RC and X1-SA certificates, the Assumed Final Distribution Date is the Distribution Date on which the last distribution of principal and interest is assumed to be made on that class. As to the class X1-AR, X1-RC and X1-SA certificates, the Assumed Final Distribution Date is the applicable Distribution Date on which the last reduction to the notional amount occurs with respect to that class.

(6) Calculated based on a 0% CPR prepayment speed. As to any given class of certificates shown in this table, other than the class X1-AR, X1-RC and X1-SA certificates, the Assumed Final Distribution Date – No Prepayments is the Distribution Date on which the last distribution of principal and interest is assumed to be made on that class. As to the class X1-AR, X1-RC and X1-SA certificates, the Assumed Final

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Distribution Date – No Prepayments is the applicable Distribution Date on which the last reduction to the notional amount occurs with respect to those classes.

(7) The class B-AR certificates provide 10% initial credit support to the A-5H Arbor Component, A-10F Arbor Component and A-10H Arbor Component (collectively, the “Class A Arbor Components”). The class B-RC certificates provide 10% initial credit support to the A-5F ReadyCap Component, A-5H ReadyCap Component, A-7F ReadyCap Component, A-7H ReadyCap Component, A-10F ReadyCap Component and A-10H ReadyCap Component (collectively, the “Class A ReadyCap Components”). The class B-SA certificates provide 10% initial credit support to the A-5F Sabal Component, A-5H Sabal Component, A-7F Sabal Component, A-7H Sabal Component, A-10F Sabal Component and A-10H Sabal Component (collectively, the “Class A Sabal Components,” and together with the Class A Arbor Components and the Class A ReadyCap Components, the “Class A Components”). The class B-AR certificates will not provide credit support for either the Class A ReadyCap Components or the Class A Sabal Components. The class B-RC certificates will not provide credit support for either the Class A Arbor Components or the Class A Sabal Components. The class B-SA certificates will not provide credit support for either the Class A Arbor Components or the Class A ReadyCap Components.

(8) The class A-5F certificates will be composed of two components, the A-5F ReadyCap Component and the A-5F Sabal Component (collectively, the “Class A-5F Components”). The class A-5F certificates will be entitled to payments of interest and principal equal to the sum of the payments made on the Class A-5F Components. Each of the Class A-5F Components will have a component pass-through rate (“Component Pass-Through Rate”) that is fixed and, during certain periods as described below, subject to a capped rate equal to the Weighted Average Net Mortgage Pass-Through Rate of the related Component Loan Group or Originator Loan Group, as described under “Description of the Certificates—Distributions—Calculation of Pass-Through Rates” in this offering circular. Therefore, for any Distribution Date, the class A-5F certificates will have an effective pass-through rate equal to the weighted average pass-through rate of the Class A-5F Components, weighted based on the outstanding principal balances of Class A-5F Components immediately prior to such Distribution Date. The initial effective pass-through rate for the class A-5F certificates is shown in the table above.

(9) The class A-5H certificates will be composed of three components, the A-5H Arbor Component, the A-5H ReadyCap Component and the A-5H Sabal Component (collectively, the “Class A-5H Components”). The class A-5H certificates will be entitled to payments of interest and principal equal to the sum of the payments made on the Class A-5H Components. Each of the Class A-5H Components will have a component pass-through rate that is variable and based, during certain periods as described below, on One-Month LIBOR, and will be subject to a capped rate equal to the Weighted Average Net Mortgage Pass-Through Rate for the related Component Loan Group or Originator Loan Group, as described under “Description of the Certificates—Distributions—Calculation of Pass-Through Rates” in this offering circular. Therefore, for any Distribution Date, the class A-5H certificates will have an effective pass-through rate equal to the weighted average pass-through rate of the Class A-5H Components, weighted based on the outstanding principal balances of Class A-5H Components immediately prior to such Distribution Date. The initial effective pass-through rate for the class A-5H certificates is shown in the table above.

(10) The class A-7F certificates will be composed of two components, the A-7F ReadyCap Component and the A-7F Sabal Component (collectively, the “Class A-7F Components”). The class A-7F certificates will be entitled to payments of interest and principal equal to the sum of payments made on the Class A-7F Components. Each of the Class A-7F Components will have a Component Pass-Through Rate that is fixed and, during certain periods described below, subject to a capped rate equal to the Weighted Average Net Mortgage Pass-Through Rate of the related Component Loan Group or Originator Loan Group, as described under “Description of the Certificates—Distributions—Calculation of Pass-Through Rates” in this offering circular. Therefore, for any Distribution Date, the class A-7F certificates will have an effective pass-through rate equal to the weighted average pass-through rate of the Class A-7F Components, weighted based on the outstanding principal balances of Class A-7F Components immediately prior to such Distribution Date. The initial effective pass-through rate for the class A-7F certificates is shown in the table above.

(11) The class A-7H certificates will be composed of two components, the A-7H ReadyCap Component and the A-7H Sabal Component (collectively, the “Class A-7H Components”). The class A-7H certificates will be entitled to payments of interest and principal equal to the sum of the payments made on the Class A-7H Components. Each of the Class A-7H Components will have a Component Pass-Through Rate that is variable and based, during certain periods as described below, on One-Month LIBOR, and will be subject to a capped rate equal to the Weighted Average Net Mortgage Pass-Through Rate for the related Component Loan Group or Originator Loan Group, as described under “Description of the Certificates—Distributions—Calculation of Pass-Through Rates” in this offering circular. Therefore, for any Distribution Date, the class A-7H certificates will have an effective pass-through rate equal to the weighted average pass-through rate of the Class A-7H Components, weighted based on the outstanding principal balances of Class A-7H Components immediately prior to such Distribution Date. The initial effective pass-through rate for the class A-7H certificates is shown in the table above.

(12) The class A-10F certificates will be composed of three components, the A-10F Arbor Component, the A-10F ReadyCap Component and the A-10F Sabal Component (collectively, the “Class A-10F Components”). The class A-10F certificates will be entitled to payments of interest and principal equal to the sum of payments made on the Class A-10F Components. Each of the Class A-10F Components will have a Component Pass-Through Rate that is fixed and, during certain periods described below, subject to a capped rate equal to the Weighted Average Net Mortgage Pass-Through Rate of the related Component Loan Group or Originator Loan Group, as described under “Description of the Certificates—Distributions—Calculation of Pass-Through Rates” in this offering circular. Therefore, for any Distribution Date, the class A-10F certificates will have an effective pass-through rate equal to the weighted average pass-through rate of the Class A-10F Components, weighted based on the outstanding principal balances of Class A-10F Components immediately prior to such Distribution Date. The initial effective pass-through rate for the class A-10F certificates is shown in the table above.

(13) The class A-10H certificates will be composed of three components, the A-10H Arbor Component, the A-10H ReadyCap Component and the A-10H Sabal Component (collectively, the “Class A-10H Components”). The class A-10H certificates will be entitled to payments of interest and principal equal to the sum of the payments made on the Class A-10H Components. Each of the Class A-10H Components will have a Component Pass-Through Rate that is variable and based, during certain periods as described below, on One-Month LIBOR, and will be subject to a capped rate equal to the Weighted Average Net Mortgage Pass-Through Rate for the related Component Loan Group or Originator Loan Group, as described under “Description of the Certificates—Distributions—Calculation of Pass-Through Rates” in this offering circular. Therefore, for any Distribution Date, the class A-10H certificates will have an effective pass-through rate equal to the weighted average pass-through rate of the Class A-10H Components, weighted based on the outstanding principal balances of Class A-10H

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Components immediately prior to such Distribution Date. The initial effective pass-through rate for the class A-10H certificates is shown in the table above.

(14) Approximate. Such pass-through rates are variable and based, during certain periods as described below, on One-Month LIBOR or Six-Month LIBOR and will be subject to capped rates based on the Weighted Average Net Mortgage Pass-Through Rate for the related Component Loan Group or Originator Loan Group, as described under “Description of the Certificates—Distributions—Calculation of Pass-Through Rates” in this offering circular.

In reviewing the foregoing table, please note that:

Only the class A-5F, A-5H, A-7F, A-7H, A-10F and A-10H certificates (collectively, the “Class A Certificates”) and the class X1-AR, X1-RC and X1-SA certificates (collectively, the “Class X1 Certificates”) are offered by this offering circular. The class B-AR, B-RC and B-SA certificates (collectively, the “Class B Certificates” or the “Non-Guaranteed Certificates”) are not offered by this offering circular.

The underlying mortgage loans will be designated as follows:

Loans Designation The underlying mortgage loans originated by Arbor

Agency Lending, LLC (either directly or through its affiliate Arbor Realty SR, Inc.) ...................................... “Arbor Loans”

The underlying mortgage loans originated by ReadyCap Commercial, LLC ........................................................... “ReadyCap Loans”

The underlying mortgage loans originated by Sabal TL1, LLC (either directly or through its affiliate Sabal Capital II, LLC) .............................................................. “Sabal Loans”

The Arbor Loans in Loan Group 5YR-H ............................ “Arbor 5YR-H Loans” The Arbor Loans in Loan Group 10YR-F ........................... “Arbor 10YR-F Loans” The Arbor Loans in Loan Group 10YR-H .......................... “Arbor 10YR-H Loans” The ReadyCap Loan in Loan Group 5YR-F ....................... “ReadyCap 5YR-F Loan” The ReadyCap Loans in Loan Group 5YR-H ..................... “ReadyCap 5YR-H Loans” The ReadyCap Loan in Loan Group 7YR-F ....................... “ReadyCap 7YR-F Loan” The ReadyCap Loans in Loan Group 7YR-H ..................... “ReadyCap 7YR-H Loans” The ReadyCap Loans in Loan Group 10YR-F .................... “ReadyCap 10YR-F Loans” The ReadyCap Loans in Loan Group 10YR-H ................... “ReadyCap 10YR-H Loans” The Sabal Loans in Loan Group 5YR-F ............................. “Sabal 5YR-F Loans” The Sabal Loans in Loan Group 5YR-H ............................. “Sabal 5YR-H Loans” The Sabal Loans in Loan Group 7YR-F ............................. “Sabal 7YR-F Loans” The Sabal Loans in Loan Group 7YR-H ............................. “Sabal 7YR-H Loans” The Sabal Loans in Loan Group 10YR-F ........................... “Sabal 10YR-F Loans” The Sabal Loans in Loan Group 10YR-H ........................... “Sabal 10YR-H Loans” The Arbor 5YR-H Loans, the Arbor 10YR-F Loans and

the Arbor 10YR-H Loans, collectively ........................... “Arbor Originator Loan Group” The ReadyCap 5YR-F Loan, the ReadyCap 5YR-H Loans,

the ReadyCap 7YR-F Loan, the ReadyCap 7YR-H Loans, the ReadyCap 10YR-F Loans and the ReadyCap 10YR-H Loans, collectively ...........................................

“ReadyCap Originator Loan Group”

The Sabal 5YR-F Loans, the Sabal 5YR-H Loans, the Sabal 7YR-F Loans, the Sabal 7YR-H Loans, the Sabal 10YR-F Loans and the Sabal 10YR-H Loans, collectively ...................................................................... “Sabal Originator Loan Group”

The Arbor Originator Loan Group, the ReadyCap Originator Loan Group or the Sabal Originator Loan Group .............................................................................. “Originator Loan Group”

The Arbor 5YR-H Loans, the Arbor 10YR-F Loans, the Arbor 10YR-H Loans, the ReadyCap 5YR-F Loan, the ReadyCap 5YR-H Loans, the ReadyCap 7YR-F Loan, the ReadyCap 7YR-H Loans, the ReadyCap 10YR-F Loans, the ReadyCap 10YR-H Loans, the Sabal 5YR-F Loans, the Sabal 5YR-H Loans, the Sabal 7YR-F Loans, the Sabal 7YR-H Loans, the Sabal 10YR-F Loans or the Sabal 10YR-H Loans ................................. “Component Loan Group”

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Each class of Class A Certificates consists of two or more components and each component corresponds to a Component Loan Group, as shown in the table below:

Class of Certificates Corresponding Components Corresponding Component Loan Group

Class A-5F ............................ “A-5F ReadyCap Component”

“A-5F Sabal Component” ReadyCap 5YR-F Loan

Sabal 5YR-F Loans

Class A-5H ...........................

“A-5H Arbor Component”

“A-5H ReadyCap Component” “A-5H Sabal Component”

Arbor 5YR-H Loans ReadyCap 5YR-H Loans

Sabal 5YR-H Loans

Class A-7F ............................ “A-7F ReadyCap Component”

“A-7F Sabal Component” ReadyCap 7YR-F Loan

Sabal 7YR-F Loans

Class A-7H ........................... “A-7H ReadyCap Component”

“A-7H Sabal Component” ReadyCap 7YR-H Loans

Sabal 7YR-H Loans

Class A-10F ..........................

“A-10F Arbor Component”

“A-10F ReadyCap Component” “A-10F Sabal Component”

Arbor 10YR-F Loans ReadyCap 10YR-F Loans

Sabal 10YR-F Loans

Class A-10H .........................

“A-10H Arbor Component”

“A-10H ReadyCap Component” “A-10H Sabal Component”

Arbor 10YR-H Loans ReadyCap 10YR-H Loans

Sabal 10YR-H Loans

As used in this offering circular, references to the “corresponding” component or class of certificates with respect to the Arbor Loans are to the A-5H Arbor Component, the A-10F Arbor Component, the A-10H Arbor Component, the class X1-AR certificates and the class B-AR certificates, with respect to the ReadyCap Loans are to the A-5F ReadyCap Component, the A-5H ReadyCap Component, the A-7F ReadyCap Component, the A-7H ReadyCap Component, the A-10F ReadyCap Component, the A-10H ReadyCap Component, the class X1-RC certificates and the class B-RC certificates, and with respect to the Sabal Loans are to the A-5F Sabal Component, the A-5H Sabal Component, the A-7F Sabal Component, the A-7H Sabal Component, the A-10F Sabal Component, the A-10H Sabal Component, the class X1-SA certificates and the class B-SA certificates.

The components and certificates corresponding to the Arbor Originator Loan Group will be entitled to distributions attributable to amounts collected on the Arbor Loans. The components and certificates corresponding to the ReadyCap Originator Loan Group will be entitled to distributions attributable to amounts collected on the ReadyCap Loans. The components and certificates corresponding to the Sabal Originator Loan Group will be entitled to distributions attributable to amounts collected on the Sabal Loans. No components or certificates corresponding to the Arbor Originator Loan Group will be entitled to any distributions of funds attributable to amounts collected on either the ReadyCap Loans or the Sabal Loans. No components or certificates corresponding to the ReadyCap Originator Loan Group will be entitled to any distributions of funds attributable to amounts collected on either the Arbor Loans or the Sabal Loans. No components and certificates corresponding to the Sabal Originator Loan Group will be entitled to any distributions of funds attributable to amounts collected on either the Arbor Loans or the ReadyCap Loans.

Principal distributions on each class of the Class A Certificates will be based on collections from the corresponding Class A Arbor Component, the corresponding Class A ReadyCap Component and the corresponding Class A Sabal Component, as described in this offering circular.

All of the classes of certificates in the table, except the Class X1 Certificates, will have principal balances (collectively, the “Principal Balance Certificates”).

Each class of certificates shown on the table will bear interest that will accrue based on an assumption that each year is 360 days long and consists of 12 months each consisting of 30 days (a “30/360 Basis”).

The initial principal balance or notional amount of any class shown in the table may be larger or smaller depending on, among other things, the three Originator Loan Group balances. Each initial Originator Loan Group balance may be up to 5% more or less than the amount assumed in this offering circular. The initial Originator Loan Group balance refers to the aggregate outstanding principal balance of the underlying mortgage loans in an Originator Loan Group as of the Cut-off Date, after application of all payments of principal due with respect to the corresponding underlying mortgage loans on or before those Due Dates, whether or not received.

The effective pass-through rate for the class A-5F certificates will be equal to the weighted average of the A-5F ReadyCap Component Rate and the A-5F Sabal Component Rate, weighted based on the outstanding principal balances of the Class A-5F Components immediately prior to the applicable Distribution Date.

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The “A-5F ReadyCap Component Rate” will be a per annum rate equal to the lesser of (i) 3.31000% and (ii) the A-5F ReadyCap Component Capped Rate; provided, that in no event may the A-5F ReadyCap Component Rate be less than zero.

The “A-5F ReadyCap Component Capped Rate” will be a per annum rate equal to the excess, if any, of:

(a) for any Distribution Date on or prior to the Distribution Date on which the outstanding principal balance of the class B-RC certificates has been reduced to zero, the Weighted Average Net Mortgage Pass-Through Rate for the ReadyCap 5YR-F Loan for such Distribution Date; or

(b) for any Distribution Date after the Distribution Date on which the outstanding principal balance of the class B-RC certificates has been reduced to zero, the Weighted Average Net Mortgage Pass-Through Rate for the ReadyCap Originator Loan Group for such Distribution Date; over

(c) in the case of both clause (a) and clause (b), the Guarantee Fee Rate;

provided, that in no event may the A-5F ReadyCap Component Capped Rate be less than zero.

The “A-5F Sabal Component Rate” will be a per annum rate equal to the lesser of (i) 3.31000% and (ii) the A-5F Sabal Component Capped Rate; provided, that in no event may the A-5F Sabal Component Rate be less than zero.

The “A-5F Sabal Component Capped Rate” will be a per annum rate equal to the excess, if any, of:

(a) for any Distribution Date on or prior to the Distribution Date on which the outstanding principal balance of the class B-SA certificates has been reduced to zero, the Weighted Average Net Mortgage Pass-Through Rate for the Sabal 5YR-F Loans for such Distribution Date; or

(b) for any Distribution Date after the Distribution Date on which the outstanding principal balance of the class B-SA certificates has been reduced to zero, the Weighted Average Net Mortgage Pass-Through Rate for the Sabal Originator Loan Group for such Distribution Date; over


provided, that in no event may the A-5F Sabal Component Capped Rate be less than zero.

The effective pass-through rate for the class A-5H certificates will be equal to the weighted average of the A-5H Arbor Component Rate, the A-5H ReadyCap Component Rate and the A-5H Sabal Component Rate, weighted based on the outstanding principal balances of the Class A-5H Components immediately prior to the applicable Distribution Date.

The “A-5H Arbor Component Rate” will be equal to:

(a) for each Distribution Date occurring prior to the Distribution Date in December 2023 (the “Class A-5H Rate Change Date”), a per annum rate equal to the lesser of (i) 3.36000% and (ii) the A-5H Arbor Component Capped Rate; and

(b) for each Distribution Date occurring on or after the Class A-5H Rate Change Date, a per annum rate equal to the lesser of (i) One-Month LIBOR plus 0.70000% and (ii) the A-5H Arbor Component Capped Rate;

provided, that in no event may the A-5H Arbor Component Rate be less than zero.

The “A-5H Arbor Component Capped Rate” will be a per annum rate equal to the excess, if any, of:

(a) for any Distribution Date on or prior to the Distribution Date on which the outstanding principal balance of the class B-AR certificates has been reduced to zero, the Weighted Average Net Mortgage Pass-Through Rate for the Arbor 5YR-H Loans for such Distribution Date; or

(b) for any Distribution Date after the Distribution Date on which the outstanding principal balance of the class B-AR certificates has been reduced to zero, the Weighted Average Net Mortgage Pass-Through Rate for the Arbor Originator Loan Group for such Distribution Date; over


provided, that in no event may the A-5H Arbor Component Capped Rate be less than zero.

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The “A-5H ReadyCap Component Rate” will be equal to:

(a) for each Distribution Date occurring prior to the Class A-5H Rate Change Date, a per annum rate equal to the lesser of (i) 3.36000% and (ii) the A-5H ReadyCap Component Capped Rate; and

(b) for each Distribution Date occurring on or after the Class A-5H Rate Change Date, a per annum rate equal to the lesser of (i) One-Month LIBOR plus 0.70000% and (ii) the A-5H ReadyCap Component Capped Rate;

provided, that in no event may the A-5H ReadyCap Component Rate be less than zero.

The “A-5H ReadyCap Component Capped Rate” will be a per annum rate equal to the excess, if any, of:

(a) for any Distribution Date on or prior to the Distribution Date on which the outstanding principal balance of the class B-RC certificates has been reduced to zero, the Weighted Average Net Mortgage Pass-Through Rate for the ReadyCap 5YR-H Loans for such Distribution Date; or



provided, that in no event may the A-5H ReadyCap Component Capped Rate be less than zero.

The “A-5H Sabal Component Rate” will be equal to:

(a) for each Distribution Date occurring prior to the Class A-5H Rate Change Date, a per annum rate equal to the lesser of (i) 3.36000% and (ii) the A-5H Sabal Component Capped Rate; and

(b) for each Distribution Date occurring on or after the Class A-5H Rate Change Date, a per annum rate equal to the lesser of (i) One-Month LIBOR plus 0.70000% and (ii) the A-5H Sabal Component Capped Rate;

provided, that in no event may the A-5H Sabal Component Rate be less than zero.

The “A-5H Sabal Component Capped Rate” will be a per annum rate equal to the excess, if any, of:

(a) for any Distribution Date on or prior to the Distribution Date on which the outstanding principal balance of the class B-SA certificates has been reduced to zero, the Weighted Average Net Mortgage Pass-Through Rate for the Sabal 5YR-H Loans for such Distribution Date; or



provided, that in no event may the A-5H Sabal Component Capped Rate be less than zero.

The effective pass-through rate for the class A-7F certificates will be equal to the weighted average of the A-7F ReadyCap Component Rate and the A-7F Sabal Component Rate, weighted based on the outstanding principal balances of the Class A-7F Components immediately prior to the applicable Distribution Date.



(a) for any Distribution Date on or prior to the Distribution Date on which the outstanding principal balance of the class B-RC certificates has been reduced to zero, the Weighted Average Net Mortgage Pass-Through Rate for the ReadyCap 7YR-F Loan for such Distribution Date; or

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The effective pass-through rate for the class A-7H certificates will be equal to the weighted average of the A-7H ReadyCap Component Rate and the A-7H Sabal Component Rate, weighted based on the outstanding principal balances of the Class A-7H Components immediately prior to the applicable Distribution Date.


(a) for each Distribution Date occurring prior to the Distribution Date in October 2025 (the “Class A-7H Rate Change Date”), a per annum rate equal to the lesser of (i) 3.43000% and (ii) the A-7H ReadyCap Component Capped Rate; and












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The effective pass-through rate for the class A-10F certificates will be equal to the weighted average of the A-10F Arbor Component Rate, the A-10F ReadyCap Component Rate and the A-10F Sabal Component Rate, weighted based on the outstanding principal balances of the Class A-10F Components immediately prior to the applicable Distribution Date.

The “A-10F Arbor Component Rate” will be a per annum rate equal to the lesser of (i) 3.70000% and (ii) the A-10F Arbor Component Capped Rate; provided, that in no event may the A-10F Arbor Component Rate be less than zero.

The “A-10F Arbor Component Capped Rate” will be a per annum rate equal to the excess, if any, of:

(a) for any Distribution Date on or prior to the Distribution Date on which the outstanding principal balance of the class B-AR certificates has been reduced to zero, the Weighted Average Net Mortgage Pass-Through Rate for the Arbor 10YR-F Loans for such Distribution Date; or



provided, that in no event may the A-10F Arbor Component Capped Rate be less than zero.



(a) for any Distribution Date on or prior to the Distribution Date on which the outstanding principal balance of the class B-RC certificates has been reduced to zero, the Weighted Average Net Mortgage Pass-Through Rate for the ReadyCap 10YR-F Loans for such Distribution Date; or







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The effective pass-through rate for the class A-10H certificates will be equal to the weighted average of the A-10H Arbor Component Rate, the A-10H ReadyCap Component Rate and the A-10H Sabal Component Rate, weighted based on the outstanding principal balances of the Class A-10H Components immediately prior to the applicable Distribution Date.

The “A-10H Arbor Component Rate” will be equal to:

(a) for each Distribution Date occurring prior to the Distribution Date in September 2028 (the “Class A-10H Rate Change Date”), a per annum rate equal to the lesser of (i) 3.20000% and (ii) the A-10H Arbor Component Capped Rate; and

(b) for each Distribution Date occurring on or after the Class A-10H Rate Change Date, a per annum rate equal to the lesser of (i) One-Month LIBOR plus 0.70000% and (ii) the A-10H Arbor Component Capped Rate;

provided, that in no event may the A-10H Arbor Component Rate be less than zero.

The “A-10H Arbor Component Capped Rate” will be a per annum rate equal to the excess, if any, of:

(a) for any Distribution Date on or prior to the Distribution Date on which the outstanding principal balance of the class B-AR certificates has been reduced to zero, the Weighted Average Net Mortgage Pass-Through Rate for the Arbor 10YR-H Loans for such Distribution Date; or



provided, that in no event may the A-10H Arbor Component Capped Rate be less than zero.


(a) for each Distribution Date occurring prior to the Class A-10H Rate Change Date, a per annum rate equal to the lesser of (i) 3.20000% and (ii) the A-10H ReadyCap Component Capped Rate; and








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The A-5H Arbor Component Rate, the A-10F Arbor Component Rate and the A-10H Arbor Component Rate are each sometimes referred to in this offering circular as a “Class A Arbor Component Rate.” The A-5F ReadyCap Component Rate, the A-5H ReadyCap Component Rate, the A-7F ReadyCap Component Rate, the A-7H ReadyCap Component Rate, the A-10F ReadyCap Component Rate and the A-10H ReadyCap Component Rate are each sometimes referred to in this offering circular as a “Class A ReadyCap Component Rate.” The A-5F Sabal Component Rate, A-5H Sabal Component Rate, the A-7F Sabal Component Rate, the A-7H Sabal Component Rate, the A-10F Sabal Component Rate and the A-10H Sabal Component Rate are each sometimes referred to in this offering circular as a “Class A Sabal Component Rate.”

The pass-through rate for the class B-AR certificates (the “Class B-AR Pass-Through Rate”) will be equal to:

(a) for each Distribution Date occurring prior to October 2026 (the “Class B-AR First Rate Change Date”), a per annum rate equal to the Class B-AR Capped Rate for such Distribution Date;

(b) for each Distribution Date occurring on or after the Class B-AR First Rate Change Date but prior to the Distribution Date occurring in October 2031 (the “Class B-AR Second Rate Change Date”), a per annum rate equal to the lesser of (i) Six-Month LIBOR plus 7.50000% and (ii) the Class B-AR Capped Rate for such Distribution Date;

(c) for each Distribution Date occurring on or after the Class B-AR Second Rate Change Date but prior to the Distribution Date occurring in October 2036 (the “Class B-AR Third Rate Change Date”), a per annum rate equal to the lesser of (i) Six-Month LIBOR plus 9.50000% and (ii) the Class B-AR Capped Rate for such Distribution Date; and

(d) for each Distribution Date occurring on or after the Class B-AR Third Rate Change Date, a per annum rate equal to the lesser of (i) Six-Month LIBOR plus 11.50000% and (ii) the Class B-AR Capped Rate for such Distribution Date;

provided, that in no event may the Class B-AR Pass-Through Rate be less than zero.

The “Class B-AR Capped Rate” for any Distribution Date will be a per annum rate equal to (1) the sum of (i) the Weighted Average Net Mortgage Pass-Through Rate for the Arbor 5YR-H Loans for such Distribution Date multiplied by the Class B-AR Component 5-H Balance, (ii) the Weighted Average Net Mortgage Pass-Through Rate for the Arbor 10YR-F Loans for such Distribution Date multiplied by the Class B-AR Component 10-F Balance and (iii) the Weighted Average Net Mortgage Pass-Through Rate for the Arbor 10YR-H Loans for such Distribution Date multiplied by the Class B-AR Component 10-H Balance, divided by (2) the outstanding principal balance of the class B-AR certificates immediately prior to such Distribution Date; provided, that in no event may the Class B-AR Capped Rate be less than zero.

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For purposes of calculating the Class B-AR Capped Rate, the class B-AR certificates will be comprised of three components. Each component will correspond to a portion of the Arbor Originator Loan Group. Each component will have a component balance calculated as follows:

The “Class B-AR Component 5-H Balance” for any Distribution Date means the aggregate Stated Principal Balance of the Arbor 5YR-H Loans immediately prior to such Distribution Date minus the outstanding principal balance of the A-5H Arbor Component immediately prior to such Distribution Date. For avoidance of doubt, the Class B-AR Component 5-H Balance may be a negative number.

The “Class B-AR Component 10-F Balance” for any Distribution Date means the aggregate Stated Principal Balance of the Arbor 10YR-F Loans immediately prior to such Distribution Date minus the outstanding principal balance of the A-10F Arbor Component immediately prior to such Distribution Date. For avoidance of doubt, the Class B-AR Component 10-F Balance may be a negative number.

The “Class B-AR Component 10-H Balance” for any Distribution Date means the aggregate Stated Principal Balance of the Arbor 10YR-H Loans immediately prior to such Distribution Date minus the outstanding principal balance of the A-10H Arbor Component immediately prior to such Distribution Date. For avoidance of doubt, the Class B-AR Component 10-H Balance may be a negative number.

To the extent that the Class B-AR Pass-Through Rate for any Distribution Date on or after the Class B-AR First Rate Change Date is capped at the Class B-AR Capped Rate, the holders of the class B-AR certificates will be entitled to an additional interest payment calculated at a per annum rate equal to the excess, if any, of (i) the interest rate described in clause (b)(i), (c)(i) or (d)(i), as applicable, of the definition of Class B-AR Pass-Through Rate over (ii) the Class B-AR Capped Rate, to the extent of funds available for such payment from interest otherwise distributable on the class X1-AR certificates, as described in this offering circular. We cannot assure you that any such Additional Interest Distribution Amounts will ever be payable. See “Description of the Certificates—Distributions” in this offering circular.

The pass-through rate for the class B-RC certificates (the “Class B-RC Pass-Through Rate”) will be equal to:

(a) for each Distribution Date occurring prior to September 2026 (the “Class B-RC First Rate Change Date”), a per annum rate equal to the Class B-RC Capped Rate for such Distribution Date;

(b) for each Distribution Date occurring on or after the Class B-RC First Rate Change Date but prior to the Distribution Date occurring in September 2031 (the “Class B-RC Second Rate Change Date”), a per annum rate equal to the lesser of (i) Six-Month LIBOR plus 7.50000% and (ii) the Class B-RC Capped Rate for such Distribution Date;

(c) for each Distribution Date occurring on or after the Class B-RC Second Rate Change Date but prior to the Distribution Date occurring in September 2036 (the “Class B-RC Third Rate Change Date”), a per annum rate equal to the lesser of (i) Six-Month LIBOR plus 9.50000% and (ii) the Class B-RC Capped Rate for such Distribution Date; and

(d) for each Distribution Date occurring on or after the Class B-RC Third Rate Change Date, a per annum rate equal to the lesser of (i) Six-Month LIBOR plus 11.50000% and (ii) the Class B-RC Capped Rate for such Distribution Date;

provided, that in no event may the Class B-RC Pass-Through Rate be less than zero.

The “Class B-RC Capped Rate” for any Distribution Date will be a per annum rate equal to (1) the sum of (i) the Weighted Average Net Mortgage Pass-Through Rate for the ReadyCap 5YR-F Loan for such Distribution Date multiplied by the Class B-RC Component 5-F Balance, (ii) the Weighted Average Net Mortgage Pass-Through Rate for the ReadyCap 5YR-H Loans for such Distribution Date multiplied by the Class B-RC Component 5-H Balance, (iii) the Weighted Average Net Mortgage Pass-Through Rate for the ReadyCap 7YR-F Loan for such Distribution Date multiplied by the Class B-RC Component 7-F Balance, (iv) the Weighted Average Net Mortgage Pass-Through Rate for the ReadyCap 7YR-H Loans for such Distribution Date multiplied by the Class B-RC Component 7-H Balance, (v) the Weighted Average Net Mortgage Pass-Through Rate for the ReadyCap 10YR-F Loans for such Distribution Date multiplied by the Class B-RC Component 10-F Balance and (vi) the Weighted Average Net Mortgage Pass-Through Rate for the ReadyCap 10YR-H Loans for such Distribution Date multiplied by the Class B-RC Component 10-H Balance, divided by (2) the outstanding principal balance of the class B-RC certificates immediately prior to such Distribution Date; provided, that in no event may the Class B-RC Capped Rate be less than zero.

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For purposes of calculating the Class B-RC Capped Rate, the class B-RC certificates will be comprised of six components. Each component will correspond to a portion of the ReadyCap Originator Loan Group. Each component will have a component balance calculated as follows:

The “Class B-RC Component 5-F Balance” for any Distribution Date means the Stated Principal Balance of the ReadyCap 5YR-F Loan immediately prior to such Distribution Date minus the outstanding principal balance of the A-5F ReadyCap Component immediately prior to such Distribution Date. For avoidance of doubt, the Class B-RC Component 5-F Balance may be a negative number.

The “Class B-RC Component 5-H Balance” for any Distribution Date means the aggregate Stated Principal Balance of the ReadyCap 5YR-H Loans immediately prior to such Distribution Date minus the outstanding principal balance of the A-5H ReadyCap Component immediately prior to such Distribution Date. For avoidance of doubt, the Class B-RC Component 5-H Balance may be a negative number.

The “Class B-RC Component 7-F Balance” for any Distribution Date means the Stated Principal Balance of the ReadyCap 7YR-F Loan immediately prior to such Distribution Date minus the outstanding principal balance of the A-7F ReadyCap Component immediately prior to such Distribution Date. For avoidance of doubt, the Class B-RC Component 7-F Balance may be a negative number.


The “Class B-RC Component 10-F Balance” for any Distribution Date means the aggregate Stated Principal Balance of the ReadyCap 10YR-F Loans immediately prior to such Distribution Date minus the outstanding principal balance of the A-10F ReadyCap Component immediately prior to such Distribution Date. For avoidance of doubt, the Class B-RC Component 10-F Balance may be a negative number.


To the extent that the Class B-RC Pass-Through Rate for any Distribution Date on or after the Class B-RC First Rate Change Date is capped at the Class B-RC Capped Rate, the holders of the class B-RC certificates will be entitled to an additional interest payment calculated at a per annum rate equal to the excess, if any, of (i) the interest rate described in clause (b)(i), (c)(i) or (d)(i), as applicable, of the definition of Class B-RC Pass-Through Rate over (ii) the Class B-RC Capped Rate, to the extent of funds available for such payment from interest otherwise distributable on the class X1-RC certificates, as described in this offering circular. We cannot assure you that any such Additional Interest Distribution Amounts will ever be payable. See “Description of the Certificates—Distributions” in this offering circular.

The pass-through rate for the class B-SA certificates (the “Class B-SA Pass-Through Rate”) will be equal to:

(a) for each Distribution Date occurring prior to June 2027 (the “Class B-SA First Rate Change Date”), a per annum rate equal to the Class B-SA Capped Rate for such Distribution Date;

(b) for each Distribution Date occurring on or after the Class B-SA First Rate Change Date but prior to the Distribution Date occurring in June 2032 (the “Class B-SA Second Rate Change Date”), a per annum rate equal to the lesser of (i) Six-Month LIBOR plus 7.50000% and (ii) the Class B-SA Capped Rate for such Distribution Date;

(c) for each Distribution Date occurring on or after the Class B-SA Second Rate Change Date but prior to the Distribution Date occurring in June 2037 (the “Class B-SA Third Rate Change Date”), a per annum rate equal to the lesser of (i) Six-Month LIBOR plus 9.50000% and (ii) the Class B-SA Capped Rate for such Distribution Date; and

(d) for each Distribution Date occurring on or after the Class B-SA Third Rate Change Date, a per annum rate equal to the lesser of (i) Six-Month LIBOR plus 11.50000% and (ii) the Class B-SA Capped Rate for such Distribution Date;

provided, that in no event may the Class B-SA Pass-Through Rate be less than zero.

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The “Class B-SA Capped Rate” for any Distribution Date will be a per annum rate equal to (1) the sum of (i) the Weighted Average Net Mortgage Pass-Through Rate for the Sabal 5YR-F Loans for such Distribution Date multiplied by the Class B-SA Component 5-F Balance, (ii) the Weighted Average Net Mortgage Pass-Through Rate for the Sabal 5YR-H Loans for such Distribution Date multiplied by the Class B-SA Component 5-H Balance, (iii) the Weighted Average Net Mortgage Pass-Through Rate for the Sabal 7YR-F Loans for such Distribution Date multiplied by the Class B-SA Component 7-F Balance, (iv) the Weighted Average Net Mortgage Pass-Through Rate for the Sabal 7YR-H Loans for such Distribution Date multiplied by the Class B-SA Component 7-H Balance, (v) the Weighted Average Net Mortgage Pass-Through Rate for the Sabal 10YR-F Loans for such Distribution Date multiplied by the Class B-SA Component 10-F Balance and (vi) the Weighted Average Net Mortgage

(Approximate) Multifamily Mortgage Pass-Through Certificates, … · $507,330,982 (Approximate)...

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